CMiC SaaS Service Level Agreement (SSLA)

Introduction

This purpose of this document is to define the service level metrics that Computer Methods International Corp. (CMiC) will deliver while providing Hikuu Cloud Software Services. This document will also define what commercial compensation that will be provided if CMiC does not deliver according to the stated metrics.

This SaaS Service Level Agreement (“SSLA”) forms part of the agreement between the customer and CMiC and is applicable to all active Hikuu Cloud Software Services.

Definitions

(i) SSLA: SaaS Service Level Agreement between CMiC and the customer.

{ii) SaaS Software: SaaS software is defined as software applications hosted by CMiC or a CMiC Partner, where the Customer does not take ownership of the software. The Customer only purchases access to the application via the Internet. The Service Level Agreement is intended to assure the Customer that CMiC will provide an acceptable level of availability and performance of Hikuu Cloud Software Services.

(iii) Downtime: The period of downtime within the agreed Availability has not been met with a deduction for the time of Permitted Downtime. Downtime is calculated from the moment in time the failure in Availability is reported to the Hikuu Cloud Support Center until the service becomes available.

(iv) Permitted Downtime: a) Planned service and maintenance about which the customer has been informed in advance, or b) Other downtime at the request of the customer or with the customer's approval. The number of occasions of Permitted downtime as referred to in a) above shall not exceed one per week and will not occur during normal business hours, except where otherwise agreed.

(v) Availability: Availability of a Service means that the Service is available at the measuring point. Availability is calculated using the following formula:

Availability (%) = ((AS – PD - DT)x 100) / (AS – PD)

AS = Agreed Hours of Service
PD = Permitted Downtime
DT = Downtime (This will not include downtime according to definition (vi) below)

(vi) Downtime for which the CMiC is not responsible: CMiC is not responsible for downtime or any other failure to satisfy the agreed service level if he can show that it was caused by any of the following circumstances and provided that the said circumstance was not directly attributable to CMiC:
a) Circumstances outside the CMiC's area of responsibility for the Service, such as a failure of communications or other products or services from third parties for which CMiC has not specifically taken responsibility.
b) Any other circumstances for which the customer has responsibility under the terms of the agreement.
c) Virus or other attack on security, despite CMiC having taken professional security measures, or any circumstance referred to as force majeure or corresponding limitations of liability in the agreement, or limitation in the customer's access to the Service.
d) Interruption from Internet provider.

(vii) Reporting of downtime: a) Downtime is only reported after it has been registered in the Hikuu Cloud Support Center. b) The customer has responsibility for ensuring that the fault is reported using the agreed channels. The report shall include a relevant description of the fault and contact details for the users affected.

Service Definitions

CMiC and its partners will assume responsibility for the services listed below to the Customer in support of this agreement provided by CMiC:

Service	Service Definition
Hosting Services	CMiC and its hosting partners will assume all responsibility for the computing environment supporting the hosted applications.
Application Administration Services	Applications provided under this agreement will be the responsibility of CMiC. CMiC will own and manage the application, related databases, supporting computing hardware, and necessary operating systems.
Software Maintenance and Upgrade Services	CMiC will provide complete software maintenance and upgrade services to the Customer.
Application Recovery Services	CMiC will provide the following Recovery Services: • Hosting Infrastructure and environment recovery processes. • Application recovery processes. • Data recovery processes
Data Storage and Retention	CMiC will ensure Customer data is stored and retained in accordance with Customer’s Record Retention policies.
Support Management	The Customer will assign Support Contacts for CMiC. The Support contact will report issues to CMiC Support Portal. CMiC will provide the support in accordance with the following guidelines: Severity 1 – System Down: Work will proceed with continuous 24-hour attention until resolution. Severity 2 – Error preventing primary business function from being completed: Resolution within 5 business days. Severity 3 – Error requiring a work-around solution: Resolution within 20 business days.

Server and Network Infrastructure

CMiC is responsible for providing an adequate server infrastructure to provide reasonable performance levels. The Customer is responsible for providing an adequate internal network infrastructure such that it will not affect CMiC’s ability to meet reasonable performance levels. The Customer is responsible for the support, maintenance, and monitoring of the Customer’s dedicated LAN and or WAN. CMiC bears no responsibility for performance and availability problems on networks within the Customer’s control.

Price reduction in event of failure to reach agreed level of service

If Availability is below the agreed level of Availability for the Service, the Customer is entitled to a price reduction of the percentage of the monthly access fee. The price reduction will be for the specific month.

	Agreed level of Service	Price reduction in % of monthly Access Fee
	98.0% - 100%	0
	95.0% - 97.9%	20
	90.0% - 94.9%	50
	Below 90%	100

To avoid losing the right to a price reduction the Customer shall submit a claim for a price reduction by no later than the end of the calendar month following the month in which the Downtime was reported.

A customer is not entitled to receive a service credit in the following cases:

If any downtime was caused by customer initiated actions
If any downtime was due to Scheduled Maintenance and within the defined Maintenance Window announced
If any downtime was due to a Force Majeure event
If the customer had his account suspended for any day of the month under analysis caused by non-payment of the usage fees

Force Majeure

Either party shall be excused from delays in performing or from its failure to perform hereunder to the extent that such delays or failures result from causes beyond the reasonable control of such party; provided that, in order to be excused from delay or failure to perform, such party must act diligently to remedy the cause of such delay or failure.