Teamflect Service Level Agreement

1. Definitions

Capitalized terms have the meanings given in the applicable Master Services Agreement. The following capitalized terms will have the definitions set forth below:

1.1 Force Majeure

“Force Majeure” means any act, event, or occurrence beyond Teamflect’s reasonable control, including, without limitation, issues arising from bugs or other problems in the software, firmware or hardware of Teamflect’s suppliers, widespread internet outages or issues with upstream providers or network carriers, acts of God, fires, floods, storms, landslides, epidemics, lightning, earthquakes, drought, blight, famine, pandemic, quarantine, blockade, governmental acts or inaction, orders or injunctions, war, insurrection or civil strife, sabotage, explosions, labor strikes, work stoppages, and acts of terror.

1.2 Normal Business Hours

“Normal Business Hours” means 12 a.m. to 9 p.m. UK Time Monday through Friday excluding holidays.

1.3 Total Monthly Time

“Total Monthly Time” (TMT) means the total minutes in the relevant calendar quarter less Scheduled Downtime.

1.4 Scheduled Downtime

“Scheduled Downtime” means unavailability of the Service due to ordinary maintenance which is communicated to Customer at least forty-eight (48) hours prior to such unavailability. If such maintenance or unavailability exceeds two hours in any calendar week or six hours in any calendar month, the overage amount will be considered Unscheduled Downtime.

1.5 Unscheduled Downtime

“Unscheduled Downtime” (UDT) means the total amount of time during any calendar quarter, measured in minutes, during which the Customer is not able to access the features and functions of the Service or unavailability other than resulting from (i) non-compliance by Customer with any provision of the Master Services Agreement, Terms or this Service Level Agreement (“SLA”); (ii) incompatibility of Customer’s equipment or software with the Service; (iii) acts or omissions of Customer or Customer’s employees, agents, contractors, or vendors, or anyone gaining access to the Service by means of Customer’s passwords or equipment; (iv) network unavailability or Customer’s bandwidth limitations; (v) unavailability of a software integration due to circumstances beyond our reasonable control; (vi) Force Majeure; or (vii) Scheduled Downtime.

1.6 System Availability

“System Availability” means, with respect to any particular calendar month, the ratio obtained by subtracting Unscheduled Downtime during such month from the Total Monthly Time, and thereafter dividing the difference so obtained by the Total Monthly Time. Represented algebraically, System Availability for any particular calendar month is determined as follows: “System Availability” = (TMT - UDT) ÷ TMT


2. System Performance

2.1 System Availability

Teamflect will undertake commercially reasonable measures to ensure that System Availability equals or exceeds ninety-nine percent (99%) during each calendar month (the “Service Standard”).

2.2 Access to Support: Response Times

Customer may report Unscheduled Downtime at any time (“24x7x365”) by sending Teamflect an e-mail to [email protected]. During Normal Business Hours, Teamflect will exercise commercially reasonable efforts to respond to reports of Unscheduled Downtime within 60 minutes of each such report.

2.3 System Monitoring and Measurement

Teamflect uses an independent third-party service (“Monitoring Service Teamflect”) to monitor System Availability on an ongoing basis. You can access System Availability status, including uptime and incident reports, at any time, here: www.teamflect.com/uptime System Availability will be calculated on a monthly basis for each calendar month during the Term based on the records of such Monitoring Service Teamflect. The Monitoring Service Teamflect’s records regarding System Availability will be final and each party agrees not to dispute such records.


3. Customer Requirements

Customer is responsible for maintenance and management of its computer network(s), servers, and independent software, and any equipment or services related to maintenance and management of the foregoing, including but not limited to continuous monitoring of Customer’s network and endpoints for malware, viruses, and intrusion. Customer is responsible for correctly configuring its systems in accordance with any instructions provided by Teamflect, as may be necessary for provision of access to the features and functions of the Service.


4. Response Times

Teamflect strives to respond to and resolve issues in accordance with the Priority Levels set out below in the time periods described below, provided that classification of any problem among Priority Levels shall be reasonably in accordance with the definitions specified below which shall be determined by Teamflect in its sole discretion:


Priority Level Description Example of the Impact
1 The Service is down and cannot be accessed The user cannot access or use any of its own content
2 The Service is running but substantial errors occur The user can read most content on the Teamflect site, but cannot create a new goal
3 Errors in the Service affect users’ ability to benefit fully from the Service The user can add talking points to future 1:1s but can’t access their 1:1s from more than a month ago
4 The Service display some minor errors The user finds Teamflect to be slow to submit performance reviews or finds a minor visual bug that does not keep the user from performing their task at hand

The following response and fix times shall apply to Customer within Normal Business hours:

Priority Level Initial Response Fix or Workaround
1 Within 4 hours Within 24 hours
2 Within 8 hours Within 2 business days
3 Within 1 business day Within 5 business days
4 Within 2 business days Will be indicated in response

To receive emergency assistance for Priority Level 1 issues, Customer should send an email to Teamflect’s Support Services at [email protected] during normal business hours or email their dedicated Customer Success Manager if outside business hours and indicate that Customer is having a Priority Level 1 issue. Upon receipt of such email, Teamflect shall perform the following steps:

4.1

Teamflect’s representative will assess the Priority Level of the issue based on the error description.

4.2

In case the issue is categorized as Priority Level 1 issue, Teamflect will use commercially reasonable efforts to provide Customer with regular updates, unless otherwise indicated in response, until the reported issue is resolved.

4.3

If an issue does not rise to the level of a Priority Level 1 issue, the appropriate Priority Level will be assigned, and the Customer will be informed of this change.

4.4

If resolution cannot be reached within the target timeframe, Teamflect will send a new estimated fix time. Such an estimate will be sent in cases where the request requires extensive research or escalation, as well as in other cases where Teamflect deems it necessary.

The initial response will consist of:

•A suggested resolution to the problem;

•A request for more detailed information or clarification, which will enable Teamflect to determine the appropriate course of action; or

•Notification of the estimated time for providing the user with further information, resolution, or a workaround, as appropriate.