Service Level Addendum

Because SmartTHING’s Service agreements incorporate our Service Level Addendum (“SLA”), you do not need to sign a separate copy. 

If you need a standalone copy of this SLA for your records or other compliance purposes, you should contact our support team, who will be happy to arrange this: support@smartthing.org

This document may be updated from time to time. The latest version is always available at https://www.smartthing.org/sla or from our support team. Where the document is updated, customers will be notified by email, on our website, or via other appropriate means.

PARTIES

SUPPLIER

Company Name and Company Number: THE SMARTTHING LIMITED (with company number: 07016770)
Address: Suite 4. 35c Windsor House, Harrogate, HG1 2PW
Email: sales@smartthing.org

CUSTOMER

( The customer of THE SMARTTHING LIMITED )

Each of the parties listed above shall be referred to as a Party or together, the Parties.

BACKGROUND

1. This Agreement has been entered into by the Parties at the Commencement date of the associated Services delivery agreement under which the Supplier provides software or services (Services) to the Customer.
2. This service level agreement (Agreement) is supplemental to the terms of the Main Agreement and sets out the standards the Supplier should endeavour to meet when providing the Services.

1 SERVICE LEVELS

1.1 During the term of the Main Agreement, the Supplier shall use commercially reasonable endeavours to meet or exceed the following service levels (Service Levels):

1.2 For the purpose of this clause 1, the following classifications shall apply:

• Category 1 – Critical: A severe and business-critical incident with a very high impact on the Services and the Customer’s opportunity to use the Services within their business. The incident is of significant financial, internal, or market importance for the Customer;
• Category 2 – High: A severe incident that impacts the Services and the ability of some of the Customer’s employees, end-customers or users to use the Services. The incident is of significant financial, internal, or market importance to the Customer;
• Category 3 – Medium: An incident that impacts individual functions of the Services and individual users, employees or end-customers of the Customer, but does not affect the Customer’s operations in general or is of financial, internal, or market importance for the Customer; and
• Category 4 – Low: An incident that affects a few individual users or employees of the Customer but does not affect the Customer’s operations in general or is of financial, internal, or market importance to the Customer.

Please note that the above are contractual timescales. The Supplier will keep you up-to-date with progress on resolving issues and attempt to resolve issues more quickly than stated.

2 AVAILABILITY

2.1 The Supplier shall ensure that the Services are available to the Customer at least 95% of the time during any business day in England (excluding public or bank holidays) during the business hours of 9:00am to 5:30pm (Business Hours).

2.2 The Supplier shall use commercially reasonable efforts to make the Services available to the Customer 24 hours a day, seven days a week, except for:

2.2.1 planned maintenance carried out during the maintenance window of 10.00pm to 2.00am UK time; and

2.2.2 unscheduled maintenance performed outside Business Hours, provided that the Supplier uses reasonable endeavours to give the Customer at least 1 business days’ notice in advance.

3 SERVICE CREDITS

Service Level Failures

3.1 If the Supplier fails to comply with the Service Levels set out in clause 1, the Customer shall be entitled to claim the service credits set out below (Service Credits), provided that the failure did not result from a Customer Cause or an event outside of the Supplier’s control. The monthly fee the below credits is 1/12th of the annual fee charged for the service:

3.2 For the purpose of clause 3.1, Customer Cause means an event or circumstance caused by the action or inaction of the Customer or anybody acting on the Customer’s instructions.  

Availability Failures

3.3 If the Service availability during Business Hours drops below 95% per month the Supplier shall pay to the Customer the following service credits (Availability Service Credit):

• 5% of the fees payable by the Customer to the Supplier in the month in which the outage occurred.

General

3.4 Under this clause 3, the total Service Credits and Availability Service Credits owed by the Supplier for any one month shall in no circumstances exceed 25% of the fees payable to the Customer in that month.

3.5 Where Service Credits are payable in accordance with this clause 3, this shall not affect the Customer’s right to claim any other applicable remedy under any relevant law or under the Main Agreement.

4 MONITORING AND REPORTING

4.1 The Supplier shall, at the Customer’s request, provide the Customer with details of how the process in respect of the monitoring and reporting of Service Levels will operate between the Parties.

4.2 The Supplier shall provide the Customer with performance monitoring reports (Performance Monitoring Reports) in accordance with the process and timescales agreed under clause 4.1 for the duration of the term of the Main Agreement.

5 GENERAL

5.1 Costs

Each Party is responsible for its legal and other costs in relation to the preparation and performance of this Agreement.

5.2 Precedence

In the event of a conflict or inconsistency between the terms of this service level agreement and the Main Agreement, except where expressly stated otherwise, the provisions of this service level agreement shall prevail to the extent of such conflict or inconsistency.

5.3 Relationship of the Parties

The Parties are independent businesses and not partners, principal and agent, or employer and employee, or in any other relationship of trust to each other.

5.4 Third party rights

For the purposes of the Contracts (Rights of Third Parties) Act 1999, this Agreement is not intended to and does not give any person who is not a party to it any right to enforce any of its provisions. However, this does not affect any rights or remedy of such a person that exists or is available apart from that Act.

5.5 Assignment and other dealings

No Party may assign, subcontract or encumber any right or obligation under this Agreement, in whole or in part, without the other Party’s prior written consent or except as expressly permitted in this Agreement.

5.6 Entire Agreement

This Agreement, and any document referred to in it, contains the whole Agreement between the Parties relating to its subject matter and supersedes any prior Agreements, representations or understandings between them unless expressly referred to in this Agreement. Each Party acknowledges that it has not relied on, and will have no remedy in respect of, any representation (whether innocent or negligent) made but not covered in this Agreement. Nothing in this clause limits or excludes any liability for fraud or fraudulent misrepresentation.

5.7 Variation

No amendment or variation of this Agreement will be valid unless agreed in writing by an authorised signatory of each Party.

5.8 Severability

If any clause in this Agreement (or part of a clause) is or becomes illegal, invalid or unenforceable under applicable law, but would be legal, valid and enforceable if the clause or some part of it was deleted or modified (or the duration of the relevant clause reduced), the relevant clause (or part of it) will apply with such deletion or modification as may be required to make it legal, valid and enforceable, and the Parties will promptly and in good faith seek to negotiate a replacement provision consistent with the original intent of this Agreement as soon as possible.

5.9 Waiver

No delay, act or omission by either Party in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy.

5.10 Notices

Notices under this Agreement must be in writing and sent to the other Party’s address, as set out above in the Contract Details. Letters sent in the United Kingdom will be deemed delivered 3 business days (excluding English Bank Holidays), after sending. Emails will be deemed delivered the same day (or the next business day, if sent on a non-business day or after 5pm on any business day at the recipient’s location).

5.11 Governing law and jurisdiction

This Agreement is governed by the law of England and Wales. All disputes under this Agreement will be subject to the exclusive jurisdiction of the courts of England and Wales.