Support agreement

Support Offerings

All Customers have Standard Support included with their Subscription Services at no additional charge. Some Customers have purchased the Premium Support upgrade. The inclusions for the two are set out in Exhibit 2.

To avoid doubt the Support and Service Levels in this Support Agreement do not apply where Squiz is not providing hosting (either through SaaS or Dedicated Hosting).

Nominated Contacts

Customers’ Nominated Contacts shall be responsible for:

1. overseeing the Customer’s support case activity;
2. developing and deploying troubleshooting processes within the Customer’s organization;
3. approving paid services;
4. submitting and/or approving, on behalf of Customer, any account level requested changes/updates; and
5. developing and deploying troubleshooting processes within the Customer’s organization.

Customer shall ensure that any Nominated Contacts:

1. are knowledgeable about the applicable Services in order to help resolve, and to assist Squiz in analyzing and resolving technical issues; and
2. have a basic understanding of any problem that is the subject of a case, and the ability to reproduce the problem in order to assist Squiz in diagnosing and triaging it.

As soon as practicable the Customer will advise of any changes to its Nominated Contacts.  Until it is advised of a change, Squiz will treat all of the Nominated Contacts as being authorised to carry out the above activities.

Support and Availability for Subscription Services

The below is the support and availability included with all Subscription Services.  Where there is a difference between Standard Support and Premium Support or a particular Subscription Service has a different level of support or availability these will be noted.

1. Onboarding
   All Customers are provided with onboarding and set-up assistance. This includes:
   1. In Product Onboarding Tours
   2. Onboarding Assistance to a capped number of hours
2. Details of the onboarding provided under Standard Support and Premium Support are set out in Exhibit 2.
3. Availability
   Squiz will use commercially reasonable efforts to make Subscription Services available with a Monthly Uptime Percentage for each Squiz region, during any Monthly Period, of at least 99.9% (the “Service Commitment”).  For Customers with Premium Support, this availability is guaranteed.
   For Customers with Premium Support only in the event the Subscription Services do not meet the Service Commitment, you will be eligible to receive a Service Credit.
   Service Credits are calculated as a percentage of the total charges paid by you for Subscription Services in the affected region for the Monthly Period in which the error occurred in accordance with the schedule below.
4. For all requests not otherwise specified below:

1. Squiz will apply any Service Credits for a Monthly Period to the next invoice unless agreed otherwise in writing.
   To receive a Service Credit with regards to the Service Commitment, the Customer with Premium Support must lodge a Service Credit Request Form through the Squiz Customer Portal within 28 days of the Incident and must include:
   1. The words “SLA Credit Request” in the subject line; and
   2. The dates and times of each incident of non-zero Error Rates that you are claiming.
   If the Monthly Uptime Percentage applicable to the month of such request is confirmed by us and is less than the applicable Service Commitment, then we will issue the Service Credit to you in the following billing cycle calculated on the relevant Monthly Period in which your request is confirmed by us. Your failure to provide the request and other information as required above will disqualify you from receiving a Service Credit.
2. Updates
   For Subscription Services provided as SaaS, all updates are included in the fees for the Subscription Services.  These updates include the Customer’s access and application of Major Releases.  These will be applied automatically.  Where possible a Customer will be provided with advance notice, however Squiz makes no guarantees or representations that prior notice will be provided.  A Customer cannot opt out of receiving updates.
   For a Customer with Subscription Services provided through Dedicated Hosting the upgrade service, is not included in the Subscription Services.  The purchase of a Dedicated Hosting Upgrade and Maintenance service is required.  Squiz will provide Customers with Dedicated Hosting with upgrade services if that is specified in the Order Form.
3. Submitting a Case
   The Customer’s Nominated Contacts may submit an Incident report, or Service Request through the Squiz Customer Portal. In the event that the Squiz Customer Portal is unavailable the Customer’s Nominated Contacts may submit an Incident report or Service Request by telephone.
4. Telephone Support
   Customers with Premium Support will have access to telephone support. Details of telephone support will be provided to you as part of your onboarding. Calls will normally be answered before being routed to the appropriate support team for response to the Customer. Telephone support is provided in English and is:
   1. available twenty-four (24) hours a day, seven (7) days a week for P1 and P2 issues;
   2. available during Business Hours for P3 and P4 issues; and
   3. available during Business Hours for any other Service Requests.
5. Squiz reserves the right to charge to the Customer any time expended outside Business Hours for work completed as a result of a Customer accessing Squiz Help Desk outside of Business Hours regarding a P3 or P4 Incident.
6. Calls will normally be answered and documented before being routed to the appropriate support team for response to the Customer.
7. Priority Help Desk Response Time
   Squiz guarantees that it will use reasonable endeavours to contact and inform the Customer’s Nominated Contacts of progress in resolving an Incident within the Response Time Target below. Customers with Premium Support are guaranteed a response within the Response Time Guarantee.

1. Should Squiz not be able to contact Nominated Contacts deemed critical to assisting the resolution of the Incident, its Response Times guarantee will be deemed void.
   For Customers who have purchased Premium Support Services, if Squiz fails to meet the Response Time Guarantee in the table above, the Customer’s sole remedy is to claim one (1) SLA Credit for every occurrence of breach. To claim such SLA Credit the Customer must lodge a SLA Request Form through Squiz’s Customer Portal within twenty eight (28) days of the successful resolution of the Incident.
   Due to the many and varied factors (some of which may be outside Squiz’s immediate control) that may impact the resolution of the Incident, the Customer agrees that Squiz’s reasonable endeavours (including providing the Customer with a workaround) to resolve the Incident in a reasonable time is sufficient to discharge its obligations.

Cooperation

The Customer acknowledges that Squiz must be able to reproduce any errors or Incidents in order to resolve them. The customer agrees to cooperate and work closely with Squiz to reproduce errors, including conducting diagnostic or troubleshooting activities as requested and appropriate.

Dedicated Hosted Subscription Differences to SaaS

Where Subscription Services are provided on Dedicated Hosting the following apply:

1. Updates are not included in the Subscription Services.  The purchase of a Dedicated Hosting Upgrade and Maintenance service is required.  Squiz will provide Customers with Dedicated Hosting with upgrade services if that is specified in the Order Form.
2. Squiz Edge is available and will be included if specified in the Order Form.  This provides Squiz Matrix with an uptime of 99.99%.

No Additional Support or Services unless stated

If an item or service is not stated in this Support and Service Level Annexure (including Exhibit 3), the Order Form or SOW is not included and will not be provided unless agreed otherwise in writing.

Changes to Support

Squiz may modify the Standard Support or the Premium Support from time to time, provided the level of service under either plan will not materially decrease during the term of the Subscription Services.  Any changes will be notified on the Squiz website. The Customer may also be notified in other ways (including via email to Nominated Contacts) of any such changes, and where reasonably possible this will be done in advance of the changes.

Change​ ​Management​ ​and​ ​Communications

Change​ ​management​ ​and​ ​communications​ ​will​ ​include communications​ ​to​ ​the Customer​ ​from​ Squiz ​in​ ​accordance​ ​with​ ​the​ ​following​ ​timelines:

1. Patch Releases for Products: ​Customer will be notified when the maintenance window is complete;
2. Emergency​ ​Releases​:​ ​​Squiz​ ​will​ ​make​ ​use​ ​of​ ​the Status​ ​Page​ ​to​ ​notify Customer​ ​of​ ​the timing​ ​of​ ​any​ ​emergency releases
3. Unannounced System Maintenance: ​The Support team will evaluate whether any unannounced system maintenance is likely to adversely impact the Customer and if so,​ ​will​ ​notify​ ​Customer’s Nominated Contacts​ ​promptly​ ​after​ ​such​ ​evaluation​ ​is​ ​complete.

Exhibit 1: Definitions

Definitions

Business Hours means the hours between 8:30am and 5:00pm on a day that is not a Saturday, Sunday or a national public holiday in the Squiz region where the Customer’s account is registered.

Customer means the entity specified in the order or statement of work purchasing the Subscription Services

Defect means a failure of the Subscription Services to meet in all material respects the functionality described in the Documentation.

Documentation means, in respect of any Subscription Service, any technical and user information relating to or provided with that Subscription Service that we publish or provide to you (which may include being included as part of an order or sow).

Error Rate means: (i) the total number of internal server errors returned by Subscription Services as error status “InternalError” or “ServiceUnavailable” divided by (ii) the total number of requests for the applicable request type during that five-minute interval in a given SQUIZ region. We will calculate the Error Rate for each Subscription Services account as a percentage for each five-minute interval in the monthly period. The Error Rate calculation will not include errors that arise directly or indirectly as a result of any of the Subscription Services SLA Exclusions.

Help Desk means Squiz’s help desk facility, details of which are specified in the Schedule, for the receipt, processing and management of Incidents reported by the Customer, and Service Requests.

Incident means the occurrence of a Defect in the Subscription Services

Major Releases means a new version of Subscription Services denoted by an increase of two (2) in the second set of digits in the version number. For example, a Major Release is from 3.20.18 to 3.22.0

Monthly Period is a calendar month.

Monthly Uptime Percentage is calculated by subtracting from 100% the average of the Error Rates from each five-minute interval in a Monthly Period during which time your services are in active operation and excludes any time that the services are subject to:

1. Planned Outage;
2. Outages caused by third parties and external forces including Squiz partners
3. factors outside of Squiz’s reasonable control, including any force majeure event or Internet access or related problems beyond the demarcation point of Squiz;
4. Non-compliance with the Squiz Policies, including the Acceptable Use Policy;
5. Arising from the suspension or termination of your Squiz Services.

Nominated Contacts means Users Customer identifies as primary liaisons between Customer and Squiz for technical support. The Customer is permitted to nominate up to 2 Nominated Contacts. If the Customer has purchased Premium Support the Customer may nominate up to 10 Nominated Contacts.

Planned Outage means an outage that Squiz has notified the Customer of in advance (this can be by electronic notice).

Priority means the urgency of a service request as set out in this document.

Response Time Guarantee means the guarantee to respond to Service Request in a particular time period based on its priority.

Service Commitment means the use of commercially reasonable efforts to make Subscription Services available with a Monthly Uptime Percentage for each Squiz region, during any monthly period, of at least 99.9%.

Service Credit is a dollar credit, calculated as set forth above, that we may credit back to an eligible Subscription Services account.

A service Request is a request for assistance that is not an Incident.

SLA Credit means time credited to Service Hours valued at one (1) credit per hour with a monetary equivalent of the standard rate and is claimable only if the Customer has valid Service Hours available for Squiz to add such SLA Credits.

Squiz means the Squiz entity specified in the order or statement of work selling the Subscription Services.

Subscription Services means the subscriptions (including any add-ons) purchased by the Customer in the order or statement of work.

Update means an update to the Subscription Services and includes patches, bug fixes and security patches.

Users has the same meaning as the General Terms and Conditions

Exhibit 2: Standard and Premium inclusions