Authentise Enhanced Service Level Agreement
Last Updated Feb 4, 2023
Availability and Service Availability Credits
Service Availability Credits Table
Support Service Level Requirements and Credits
This Authentise Service Level Agreement (“SLA”) is a policy governing the use of Authentise Rapidfab and other Authentise 3Diax modules (collectively “Subscription Services”) under the terms of the Authentise Service Agreement (the “Service Agreement”) between Authentise, Inc. and its affiliates (“Authentise”, “us” or “we”) and users of Authentise’ services (“you”), if you have subscribed to the Enhanced Service Level Package. This SLA applies separately to each account using Authentise on an Authentise hosted server. Unless otherwise provided herein, this SLA is subject to the terms of the Service Agreement and capitalized terms will have the meaning specified in the Service Agreement. We reserve the right to change the terms of this SLA in accordance with the Service Agreement. This Enhanced Service Level Agreement supersedes any terms in the Service Level Agreement, which can be found here.
1.1 Availability Requirement. Authentise shall make the Subscription Services Available, as measured over the course of each calendar month during the Term and any additional periods during which Authentise does or is required to perform any Subscription Services (each such calendar week, a “Service Period”), at least 99.98% of the time, excluding only the time the Subscription Services are not Available solely as a result of one or more Exceptions (the “Availability Requirement”). “Available” means the Subscription Services are available and operable for access and use by you over the Internet in conformity with the Specifications. “Availability” has a correlative meaning. The Subscription Services are not considered Available in the event of any performance degradation or inoperability of the Subscription Services, in whole or in part.
1.2 Exceptions. No period of Subscription Service degradation or inoperability will be included in calculating Availability to the extent that such downtime or degradation is due to any of the following (“Exceptions”):
(a) Your misuse of the Subscription Services;
(b) failures of your internet connectivity;
(c) internet or other network traffic problems other than problems arising in or from networks actually or required to be provided or controlled by Authentise or its Permitted Subcontractor;
(d) Scheduled Downtime as set forth in Section 1.3.
1.3 Scheduled Downtime. Authentise shall notify you at least 24 hours in advance of all scheduled outages of the Subscription Services in whole or in part (“Scheduled Downtime”). All such scheduled outages shall: (a) last no longer than one hour; (b) be scheduled between the hours of 7:00pm. and 6:00 a.m., Eastern Time; and (c) occur no more frequently than once per month; provided that Authentise may request your approval for extensions of Scheduled Downtime above one hour, which approval may not be unreasonably withheld or delayed.
1.4 Service Availability Reports. In real time simultaneously with the performance of the Subscription Services, Authentise shall provide to you a report describing the Availability and other performance of the Subscription Services during the current calendar month and the contract year-to-date as compared to the Availability Requirement and Specifications. The report shall be in electronic or such other form as you may approve in writing and shall include, at a minimum: (a) the actual performance of the Subscription Services relative to the Availability Requirement and Specifications; and (b) if Subscription Service performance has failed in any respect to meet or exceed the Availability Requirement or Specifications during the reporting period, a description in sufficient detail to inform you of the cause of such failure and the corrective actions the Authentise has taken and will take to ensure that the Availability Requirement and Specifications are fully met.
1.5 Subscription Services Performance Requirements
1.6 These values are based on testing from Azure US east region:
(a) Response Time: With respect to each transaction, our service will provide a median response time for receiving transactions of 450ms for 95% of calls. Our maximum response time will be 90s for all transactions. Processing larger files that take more than 90s will acknowledge data receipt within 90s, and send an event when processing completes.
(b) Capacity: The Subscription Service can process, without adversely impacting service, a total of 750 transactions per minute with a median response time of 450ms.
1.7 Remedies for Service Availability Failures.
(a) If the actual Availability of the Subscription Services is less than the Availability Requirement for any Service Period, such failure shall constitute a Service Error for which Authentise shall issue to you the corresponding service credits as set forth below (“Service Availability Credits”). The Parties acknowledge and agree that each of the Service Availability Credits and Service Level Credits assessed pursuant to Section 1 and Section 2, respectively: (a) is a reasonable estimate of the diminished value of the Services that may arise from the corresponding Service Error or Service Level Failure, which would be impossible or very difficult to accurately estimate; (b) is not intended as, and should not be deemed to be, a penalty or forfeiture; and (c) may, at your option, be credited or set off against any Fees or other charges payable to Authentise under this Agreement.
(b) If the actual Availability of the Subscription Services is less than the Availability Requirement in any three of four consecutive Service Periods, then, in addition to all other remedies available to you, you may terminate this Agreement on Notice to Authentise with no liability, obligation, or penalty to you by reason of such termination.
(c) Any Service Availability Credits due under this Section 1.5 will be applied as set forth below.
Required Availability Service Level | Calculation Formula | Service Availability Credits |
Subscription Services shall be Available 99.98% of the time during each Service Period excluding periods Subscription Services are not Available due to an Exception. | (Actual Uptime ÷ (Scheduled Uptime – Total Minutes in Service Period Subscription Services are not Available Due to an Exception)) x 100 = Percentage Uptime. | No Service Availability Credits will be given for any Service Period in which Percentage Uptime equals or exceeds the Availability Requirement. You shall be entitled to a Service Availability Credit as per table below |
Weekly Uptime Percentage | Service Availability Credit |
Less than 99.98% but equal to or greater than 99.0% | 10% |
Less than 99.0% but equal to or greater than 95.0% | 30% |
Less than 95.0% | 100% |
1.8 Response Time or Capacity Failure If Authentise breaches the Response Time or Capacity service levels in Section 1.5, the Relationship Managers will meet within ten (10) Business Days of a request from you to discuss why the breach occurred and steps to be taken by Authentise to prevent a recurrence of the breach.
2. Support and Maintenance. Authentise shall provide maintenance and support services (collectively, “Support Services”) for the Subscription Services in accordance with the provisions of this Section 2. The Support Services are included in the Services, and Authentise shall not assess any additional Fees, costs, or charges for such Support Services.
2.1 Support Service Responsibilities. Authentise shall:
(a) correct all Service Errors in accordance with the Support Service Level Requirements, including by providing defect repair, programming corrections, and remedial programming;
(b) provide unlimited telephone support during the hours of 8 a.m. to 5 p.m. Eastern Time on Business Days (such time “Business Time”);
(c) Provide online access to technical support bulletins and other user support information and forums, to the full extent Authentise makes such resources available to its other customers; and Respond to and Resolve Support Requests as specified in this Section 2.
2.2 Service Monitoring and Management. Authentise shall continuously monitor and manage the Subscription Services to optimize Availability that meets or exceeds the Availability Requirement. Such monitoring and management shall include:
(a) proactively monitoring on a 24-hour by seven-day basis all Subscription Service functions, servers, firewall, and other components of Subscription Service security;
(b) if such monitoring identifies, or Authentise otherwise becomes aware of, any circumstance that is reasonably likely to threaten the Availability of the Subscription Services, taking all necessary and reasonable remedial measures to promptly eliminate such threat and ensure full Availability;
(c) if Authentise receives knowledge that the Subscription Services or any Subscription Service function or component is not Available (including by Notice from you pursuant to the procedures set forth herein or in the applicable Service Order):
(i) confirming (or disconfirming) the outage by a direct check of the associated facility or facilities;
(ii) if Authentise’s facility check in accordance with clause (i) above confirms a Subscription Service outage in whole or in part: (A) notifying you in writing pursuant to the procedures set forth herein or in the applicable Service Order that an outage has occurred, providing such details as may be available, including a Authentise trouble ticket number, if appropriate, and time of outage; and (B) working all problems causing and caused by the outage until they are Resolved as Critical Service Errors in accordance with the Support Request Classification set forth in Section 2.4, or, if determined to be an internet Authentise problem, open a trouble ticket with the internet Authentise; and
(iii) notifying you that we have fully corrected the outage and any related problems, along with any pertinent findings or action taken to close the trouble ticket.
2.3 Service Maintenance. Authentise shall continuously maintain the Subscription Services to optimize Availability that meets or exceeds the Availability Requirement. Such maintenance services shall include providing to you:
(a) all updates, bug fixes, enhancements, new releases, new versions, and other improvements to the Subscription Services, that Authentise provides at no additional charge to its other customers of the Existing Platform; and
(b) all such services and repairs as are required to maintain the Subscription Services or are ancillary, necessary, or otherwise related to your access to or use of the Subscription Services, so that the Subscription Services operate properly in accordance with this Agreement and the Specifications.
2.4 Support Service Level Requirements. Authentise shall correct all Service Errors and respond to and Resolve all Support Requests in accordance with the required times and other terms and conditions set forth below (“Support Service Level Requirements”), this Agreement, and the applicable Service Order.
(a) Support Requests. You shall classify, in agreement with the Authentise, its requests for Service Error corrections in accordance with the descriptions set forth in the chart below (each a “Support Request”). You shall notify Authentise of Support Requests by email, telephone, or such other means as the Parties may hereafter agree to in writing.
(b) Support Response and Resolution Time Service Levels. Response and Resolution times will be measured in Business Time from the time Authentise receives a Support Request until the respective times Authentise has (i) responded to, in the case of response time and (ii) Resolved such Support Request, in the case of Resolution time. “Resolve” (including “Resolved,” “Resolution,” and correlative capitalized terms) means that, as to any Service Error, Authentise has provided You the corresponding Service Error correction and You has confirmed such correction and its acceptance thereof. Authentise shall respond to and Resolve all Service Errors within the times provided in below based on the severity of the Service Error:
(c) Escalation. With respect to any Critical Service Error Support Request, until such Support Request is Resolved, Authentise shall escalate that Support Request within 60 minutes of the receipt of such Support Request to the appropriate Authentise support personnel, including, as applicable, Authentise’s management or engineering personnel, as appropriate.
2.5 Support Service Level Credits. Failure to achieve any of the Support Service Level Requirements will constitute a Service Level Failure for which Authentise shall issue to you the corresponding service credits set forth below (“Service Level Credits”).
2.6 Corrective Action Plan. If two or more Critical Service Errors occur in any 30-day period during the Term; Authentise shall promptly investigate the root causes of these Service Errors and provide to you within five (5) Business Days of its receipt of Notice of the second such Support Request an analysis of such root causes and a proposed written corrective action plan for your review, comment, and approval, which, subject to and upon your written approval, shall be a part of, and by this reference is incorporated in, this Agreement as the Parties’ corrective action plan (the “Corrective Action Plan”). The Corrective Action Plan shall include, at a minimum: (x) Authentise’s commitment to you to devote the appropriate time, skilled personnel, systems support, equipment, and other resources necessary to Resolve and prevent any further occurrences of the Service Errors giving rise to such Support Requests; (y) a strategy for developing any programming, Software updates, fixes, patches, etc. necessary to remedy and prevent any further occurrences of such Service Errors; and (z) time frames for implementing the Corrective Action Plan. There will be no additional charge for Authentise’s preparation or implementation of the Corrective Action Plan in the time frames and manner set forth therein.
Support Request Classification | Description: Any Service Error Comprising or Causing any of the Following Events or Effects |
Critical Service Error | · Issue affecting entire system or single critical production function; · System down or operating in materially degraded state; · Data integrity at risk; or · Material financial impact. |
High Service Error | · Primary component failure that materially impairs its performance; or · Data entry or access is materially impaired on a limited basis. |
Medium Service Error | · Subscription Service is operating with minor issues that can be addressed with a work around. |
Low Service Error | · Request for assistance, information, or services that are routine in nature. |
Support Request Classification | Service Level Metric (Required Response Time) | Service Level Metric (Required Resolution Time) | Service Level Credits (For Failure to Respond to any Support Request Within the Corresponding Response Time) | Service Level Credits (For Failure to Resolve any Support Request Within the Corresponding Required Resolution Time) |
Critical Service Error | Thirty (30) minutes | Two (2) hours | Two percent (2%) of the Fees for the Service Period in which the initial Service Level Failure begins and Two percent (2%) of such Service Period Fees for each additional fifteen (thirty) minute period or portion thereof that the corresponding Service Error is not responded to within the required response time. | See Service Availability Credits |
High Service Error | Two (2) hour | Twenty-four (24) hours | One percent (1%) of the Fees for the Service Period in which the initial Service Level Failure begins and One percent (1%) of such Service Period Fees for each additional two (2) hour period or portion thereof that the corresponding Service Error is not responded to within the required response time. | One percent (1%) of the Fees for the Service Period in which the initial Service Level Failure begins and One percent (1%) of such Service Period Fees for each additional twenty-four (24) hour period or portion thereof that the corresponding Service Error remains unresolved. |
Medium Service Error | Six (6) hours | Five (5) weeks | One-tenths of a percent (0.1%) of the Fees for the Service Period in which the initial Service Level Failure begins and One-tenths of a percent (0.1%) of such Service Period Fees for each additional six (6) hour period or portion thereof that the corresponding Service Error is not responded to within the required response time. | One-tenths of a percent (0.1%) of the Fees for the month in which the initial Service Level Failure begins and One-tenths of a percent (0.1%) of such Service Period Fees for each additional one (1) week period thereafter or portion thereof that the corresponding Service Error remains unresolved. |
Low Service Error | Twenty-four (24) hours | 1 week | One-tenth of a percent (0.1%) of the Fees for the Service Period in which the initial Service Level Failure begins and Five percent (0.1%) of such Service Period Fees for each additional twenty four (24) hour period or portion thereof that the corresponding Service Error is not responded to within the required response time. | One-tenth of a percent (0.1%) of the Fees for the Service Period in which the initial Service Level Failure begins and One-tenth of a percent (0.1%) of such Service Period Fees for each additional one (1) week period thereafter or portion thereof that the corresponding Service Error remains unresolved. |
2.7 Support Service Error. If Authentise breaches any obligation to provide Support Services, the Relationship Managers will meet within ten (10) Business Days of a request from Authentise to discuss why the breach occurred and steps to be taken by Authentise to prevent a recurrence of the breach.