Service Level Agreement: The Services, in a production environment, are provided with the service levels described in this SLA. SLAs are only applicable to production environments. SLAs will be available upon Customer’s signature of UKG’s Go Live Acceptance Form for Customer’s production environment.
99.75% Application Availability
Actual Application Availability % = (Monthly Minutes (MM) minus Total Minutes Not Available (TM)) multiplied by 100) and divided by Monthly Minutes (MM), but not including Excluded Events
Service Credit Calculation: An Outage will be deemed to commence when the Applications are unavailable to Customer in Customer’s production environment hosted by UKG and end when UKG has restored availability of the Applications. Failure to meet the 99.75% Application Availability SLA, other than for reasons due to an Excluded Event, will entitle Customer to a credit as follows:
Actual Application Availability % (as measured in a calendar month) |
Service Credit to be applied to Customer’s monthly invoice for the affected month |
|---|---|
| <99.75% to 98.75% | 10% |
| <98.75% to 98.25% | 15% |
| <98.25% to 97.75% | 25% |
| <97.75 to 96.75% | 35% |
| <96.75% | 50% |
"Outage" means the accumulated time, measured in minutes, during which Customer is unable to access the Applications for reasons other than an Excluded Event.
“Excluded Event” means any event that results in an Outage and is caused by (a) the acts or omissions of Customer, its employees, customers, contractors or agents; (b) the failure or malfunction of equipment, applications or systems not owned or controlled by UKG, including without limitation Customer Data, failures or malfunctions resulting from circuits provided by Customer, any inconsistencies or changes in Customer’s source environment, including either intentional or accidental connections or disconnections to the environment; (c) Force Majeure events; (d) expected downtime during the Maintenance Periods described below; (e) any suspension of the Service in accordance with the terms of the Agreement to which this SLA is attached; (f) the unavailability of required Customer personnel, including as a result of failure to provide UKG with accurate, current contact information; or (g) using an Application in a manner inconsistent with the Documentation for such Application.
“Maintenance Period” means scheduled maintenance periods established by UKG to maintain and update the Services, when downtime may be necessary, as further described below. The Maintenance Period is used for purposes of the Service Credit Calculation; UKG continuously maintains the production environment on a 24x7 basis to reduce disruptions.
Customer Specific Maintenance Period
- Customer will choose one of the following time zones for their Maintenance Period:
- United States Eastern Standard Time,
- GMT/UTC,
- Central European Time (CET) or
- Australian Eastern Standard Time (AEST).
- Customer will choose one of the following days of the week for their Maintenance Period: Saturday, Sunday, Wednesday or Thursday.
- UKG will use up to six (6) hours in any two (2) consecutive rolling months (specifically: January and February; March and April; May and June; July and August; September and October; November and December) to perform Customer Specific Maintenance, excluding any customer requested Application updates. Downtime in excess of these six (6) hours will be deemed to be an Outage.
- Customer Specific Maintenance will occur between 12am-6am during Customer’s selected time zone.
- Excluding any customer requested Application updates, UKG will provide notice for planned downtime via an email notice to the primary Customer contact at least seven (7) days in advance of any known downtime so planning can be facilitated by Customer.
- Customer Specific Maintenance Windows also include additional maintenance windows mutually agreed upon by Customer and UKG.
- In absence of instruction from Customer, UKG will by default perform Maintenance in the time zone where the Data Center is located.
Non-Customer Specific Maintenance Period
UKG anticipates non-Customer Specific Maintenance to be performed with no or little (less than three hours per month) Customer downtime. If for any reason non-Customer Specific Maintenance requires downtime, UKG will provide as much notice as reasonably possible of the expected window in which this will occur. Downtime in excess of three (3) hours per month for Non-Customer Specific Maintenance will be deemed to be an Outage.
“Monthly Minutes (MM)” means the total time, measured in minutes, of a calendar month commencing at 12:00 am of the first day of such calendar month and ending at 11:59 pm of the last day of such calendar month.
“Total Minutes Not Available (TM)” means the total number of minutes during the calendar month that the Service is unavailable as the result of an Outage.
Reporting and Claims Process: Service Credits will not be provided if: (a) Customer is in breach or default under the Agreement at the time the Outage occurred; or (b) the Outage results from an Excluded Event.
UKG will provide Customer with an Application Availability report on a monthly basis for each prior calendar month. Within sixty (60) days of receipt of such report, Customer must request the applicable Service Credit by written notice to UKG. Customer waives any right to Service Credits not requested within this time period. All performance calculations and applicable Service Credits are based on UKG records and data unless Customer can provide UKG with clear and convincing evidence to the contrary.
The Service Level Agreements in this Exhibit, and the related Service Credits, apply on a per production environment basis. For the avoidance of doubt, Outages in one production environment may not be added to Outages in any other production environment for purposes of calculating Service Credits.
Customer acknowledges that UKG manages its network traffic in part on the basis of Customer’s utilization of the Service and that changes in such utilization may impact UKG’s ability to manage network traffic. Therefore, notwithstanding anything else to the contrary, if Customer significantly changes its utilization of the Service than what is contracted with UKG and such change creates a material and adverse impact on the traffic balance of the UKG network, as reasonably determined by UKG, the parties agree to co-operate, in good faith, to resolve the issue.