Service Level Agreement

This SLA is a part of the Master Services Agreement between you (“Client”) and Click Boarding, LLC (“Click”) or part of a similar agreement with Click referencing this SLA (“Agreement”). Any capitalized terms not defined herein shall have the meaning ascribed to them in the Agreement.
I. DEFINITIONS

Click Boarding Onboarding Platform” is defined as the Onboarding Services for which you have subscribed for pursuant to the Agreement deployed in a live production environment with General Availability status. Development, QA testing, User Acceptance Testing and Staging environments of the Onboarding Services are exempt from this SLA.

Scheduled Maintenance Period” is defined as the period of time on every Tuesday between the hours of 12:00 am to 2:00 am. U.S. Central Time and Saturday between the hours of 12:00 am to 7:00 am. U.S. Central Time and an additional four (4) hour period each calendar month.

System Availability” is defined as the percentage of a particular calendar month (based on 24 hour days for the number of days in the calendar month) that the Click Boarding Onboarding Platform was available for Client access, excluding the Scheduled Maintenance Periods and unavailability due to or the result of Uptime Exceptions. “Uptime Exceptions” include (i) unavailability or under performance of the Internet or other connection or telecommunication equipment or services; (ii) any network, hardware, software or technology not directly controlled by Click; (iii) any Force Majeure Event; (iv) any failure of Client’s circuits, hardware, software, technology, equipment or applications; (v) acts or omissions of Client or any third-party; (vi) any unscheduled upgrades or maintenance that must be performed by Click; (vii) Client’s improper use of the Onboarding Services; or (viii) any other cause, event or circumstance which is not inherent in the Onboarding Services as provided by Click.

 

End-User(s)” means the ultimate or final user(s) of the Click Boarding Onboarding Platform.

II. SYSTEM AVAILABILITY
Click shall provide 99.5% or greater System Availability as it pertains to End Users’ Onboarding Services during each calendar month of the Term. System Availability shall be calculated by taking the total number of minutes in a calendar month, subtracting the Scheduled Maintenance Period and any periods of Uptime Exceptions, then subtracting unexcused down time (cannot log into the Onboarding Services or more than five key features of the Onboarding Services are not available at a given time), then dividing that result by the total number of minutes in a calendar month minus the Scheduled Maintenance Period and any periods of Uptime Exceptions, multiplied by one hundred, expressed as a percentage. “End-User(s)” means the ultimate or final user(s) of the Click Boarding Onboarding Platform.
III. CREDIT REQUEST
If Click fails to achieve at least 99.5% System Availability in a calendar month, upon the written request of Client made within 30 days from the end of the calendar month in which such System Availability failure occurred, Click shall reimburse Client for up to 2 percent (2.0%) of Client’s fees paid to Click for that calendar month for each 1.0% by which Click failed to achieve 99.5% System Availability (up to a maximum aggregate of 20.0% of the fees paid to Click for such calendar month).
IV. RESPONSE TIMES
Click will use reasonable commercial efforts to respond to incidents as identified in the table below.  
 
SEVERITY CLASSIFICATION RESPONSE RESOLUTION EFFORT
  Severity Level I (“Critical Defect”) Any problem which: (i) causes the On Boarding Services to cease to perform all application functions; or (ii) renders use of the On Boarding Services commercially unfeasible, impossible, or seriously impractical, seriously reducing its value to Client, and as to any of the preceding, for which there is no acceptable work-around.   Click will acknowledge receipt of problem report and begin to determine the problem’s (to the extent repeatable by Click) cause within two (2) hours following Click’s receipt of Client’s problem report. Click will use reasonable commercial efforts to diagnose and provide a work-around or correct the problem as promptly as possible.  Click will provide twice daily (mid-morning and late afternoon) status reports to Client and will continue to work until the Critical Defect is resolved.
  Severity Level II Any problem which prevents the execution of a single core application function of the On Boarding Services or a problem which makes continued use of the On Boarding Services seriously inconvenient and substantially reduces its value to Client, and for which there is no acceptable workaround.   Click will acknowledge receipt of problem report and begin to determine the problem’s (to the extent repeatable by Click) cause within four hours following Click’s receipt of Client’s problem report. Click will use reasonable commercial efforts to provide a bypass or temporary fix within two business days following Click’s acknowledgement of the problem.
  Severity Level III Any problem which causes significant difficulty in the execution of the On Boarding Services, but for which there is an acceptable workaround that is available in a timely manner.   Click will acknowledge receipt of problem report and begin to determine the problem’s (to the extent repeatable by Click) cause within forty-eight hours following Click’s receipt of Client’s problem report. Click will use reasonable commercial efforts to provide a bypass or other resolution within ten business days following Click’s acknowledgement of the problem.
  Severity Level IV All other problems, in particular, all documentation shortcomings, deviations and non-material errors that do not have the potential for the economic consequences defined for Severity Level I, II and III, will be deemed Severity Level IV errors.   Click will acknowledge receipt of problem report and begin to determine the problem’s (to the extent repeatable by Click) cause within five business days following Click’s receipt of Client’s problem report.  Click will use reasonable commercial efforts to identify a resolution within thirty days following Click’s acknowledgement of the problem.

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