Compleat Software as a Service (SaaS) Service Terms

The Software as a Service (SaaS) Service shall include the following support service:

1. An advisory and explanatory service with respect to the Software involving the provision of a Support Portal, plus telephone and email consultation service (help-line) as required, to be provide between the hours of 09.00 and 17.00 UK time each day excluding English public holidays and weekends.
2. Support Portal incident logging, Incident priority allocation, including liaison with third parties and to follow up calls to achieve resolution of the Incident in accordance with the Incident Priorities.
3. Regular communication from COMPLEAT providing information on matters of general interest with respect to the Software and SaaS Service.
4. If COMPLEAT makes an update generally available to its customers or licensees, it will supply the Customer with that update without additional charge.

SERVICE INCLUSIONS AND EXCLUSIONS

1.             Service Inclusions

The Software as a Service (SaaS) Service shall include the following facilities services provided in accordance with COMPLEAT’s standard procedures from time to time:

1.1           standard operational activities involving the maintenance of the System Environment;

1.2           start-up, shut down and reboots of System Environment machines and operating systems;

1.3           access to storage for databases as agreed from time to time;

1.4           daily back up and storage for three weeks of such backups of the Software and Customer data stored by the operation of such software;

1.5           the supply by System Environment consumables such as magnetic tapes and cartridges to maintain the operations of the System Environment and the supply of subsequent media requirements and replacements. For the avoidance of doubt such consumable costs will be rechargeable to the Customer;

1.6           administration of System Environment security, administration of operating system level user accounts and passwords, administration of System Environment firewalls;

1.7           monitoring of the Systems Environment and when reasonably requested by the Customer gathering of metrics using standard monitoring tools, monitoring of disk space utilisation; memory usage, network I/O, number of users logged in, performance and resource utilisation including system availability and login failures;

1.8           capacity planning/tuning to assist and advise on capacity planning in conjunction with the Customer advised needs.

2.             Service Exclusions

The following items are not part of the SaaS Services or other Services provided under this Agreement and shall remain the sole responsibility of the Customer unless otherwise agreed in writing by COMPLEAT:

2.1           maintenance and support of any third party software (not being part of the System Environment) or any upgrades, fixes or patches to such software and/or Customer databases;

2.2           development work, installation or upgrades of the Software other than new developments or releases of the Software that COMPLEAT, in its absolute sole discretion, agrees to install and support under this agreement for access and use by the Customer during any Subscription Period;

2.3           maintenance, support, upgrading, installation, licensing, management or other services for any Customer software, hardware, desktop equipment, infrastructure or peripherals or the Customer’s premises or computer systems or its environment or telecommunications network;

2.4           acquisition and/or licence management of any third party software (not being part of the System Environment) and/or Customer data (including databases themselves, if any);

2.5           any activity relating to the rolling-out, implementing and/or upgrading, reconfiguration or migration of the System Environment to the Customer’s premises;

2.6           Customer and Customer user training;

2.7           Customer data conversion and migration;

2.8           procurement, provision, maintenance and support of or any advice in connection with the Customer’s computer systems or its environment or the Customer’s telecommunications network;

2.9           the design in respect of the System Environment interface with the Customer computer systems or its environment or the Customer’s telecommunications network or Customer premises;

2.10         Customer database management, including:

2.10.1      understanding the customer’s applications (existing and proposed), particularly from a database processing point of view;

2.10.2      modification of database objects;

2.10.3      maintaining programs for database logical consistency checking;

2.10.4      undertaking any analysis of critical transactions to ensure that the physical database design remains optimal for the Customer computer system including any file structures/access methods to be used, and the creation or deletion of secondary indexes;

2.10.5     creating and maintaining up to date, fully documented application system test plan or plans for use in volume tests and system regression tests;

2.10.6     undertaking application performance monitoring, including the investigation and recommendation of solutions to transaction performance problems;

2.10.7     undertaking planning to determine/predict database growth;

2.10.8     services from COMPLEAT’s technical database administrator regarding database problems, application problems and database recoveries;

2.10.9     registering Customer end-users with the application, if applicable;

2.10.10   populating databases (for test, production or recovery purposes).

SERVICE LEVELS AND SERVICE CREDITS

1. Service Levels are measured only during the System Environment Operational Hours as defined below.

2. COMPLEAT offers no guarantees or Service Level commitments with respect to performance or end-to-end bandwidth across public networks such as the Internet.

Service Level Description

System Environment Maintenance Hours

System Environment Maintenance Hours are periods of time during which the Systems Environment may be interrupted to the Customer during System Environment Operational Hours for carrying out routine maintenance activities required by professional computing practice (but are not limited to) the following activities:

• Offline backup.
• Software maintenance work, including testing new versions.
• Testing restart and recovery.
• Implementation of release upgrades and service packs for software components.
• Any System Environment Maintenance Hours required during System Environment Operational Hours will be notified to the Customer, in accordance with the Maintenance Notification Service Levels below. If any maintenance window does not or is unlikely to provide sufficient time to carry out the planned maintenance activities an extension will be agreed.
• Other System Environment maintenance may be carried out at any time outside System Environment Operational Hours. For the avoidance of doubt, Planned System Environment Maintenance Hours carried out during Systems Environment Operational Hours is not Systems Environment Maintenance Hours for the purposes of the Systems Environment Downtime calculation.

System Environment Operational Hours

The System Environment Operational Hours are periods of time during which the Systems Environment will be made available subject to the Service Levels for routine Customer processing requirements.

Systems Environment Operational Hours = the hours of 09.00hrs and 17.00hrs UK time each of day – Planned System Environment Maintenance Hours each day.

Planned maintenance work will not be performed during these hours unless essentially required and notified to the Customer, in accordance with the Maintenance Notification Service Levels below.

System Environment Downtime

Systems Environment Downtime is the total number of hours in a calendar month that the Systems Environment is unavailable for the Customer’s use during Systems Environment Operational Hours, is expressed as a percentage of Systems Environment Operational Hours and shall be calculated against critical performance indicators as set out below. 

Expressly excluded from any Systems Environment Downtime calculations are (but not limited to):

• Downtime due to Force Majeure, faults in third party software or any upgrade thereto or other reasons not within the responsibility of COMPLEAT and its contractors.
• Inability to access the SaaS Services due to the Customer or Customer User accessing the System Environment using a public communications facility or network including the Internet.
   

CRITICAL PERFORMANCE INDICATORS

Non-compliance against the following critical performance indicators may result in a reduction in the agreed Subscription Fee (payable upon renewal of the SaaS Service for the subsequent Subscription Period) of up to a maximum of 20% of the Subscription Fee paid in the previous Subscription Period in which the critical performance indicators are not met.

INCIDENT PRIORITIES

Priorities shall be assessed for all Incidents logged with COMPLEAT and a priority will be allocated by COMPLEAT in consultation with the Customer in accordance with the following table:

SUPPORT FOR THIRD PARTY SERVICES

COMPLEAT shall provide the following support services for Third Party Service(s) selected and paid for by the Customer:

• an advisory and explanatory service within the scope of COMPLEAT’s expertise with respect to the applicable Third Party Service. Telephone calls and emails may be logged between the hours of 09.00 and 17.00 UK time each day excluding English public holidays and weekends.
• communication from COMPLEAT providing information on matters of general interest with respect to any applicable Third Party Service.
• liaison with applicable Third Party Service providers and providing standard available work arounds and fixes for any failure logged by the Customer with COMPLEAT for an applicable Third Party Service to provide functionality specified in its relevant published documentation.
• at COMPLEAT’s sole and absolute discretion, providing access to and use of standard updates and new releases within a version of an applicable Third Party Service as such updates and releases are made available by the relevant Third Party Service provider. 

NOTE

COMPLEAT has no control over or responsibility for the continued availability of any Third Party Service(s) or any functionality or facility of or upgrade to any such service. 

Last updated: November 2021.