This agreement applies only to Customers with active Multi Year Prepaid subscriptions.
All terms defined in this SLA shall have the meaning set out in the Terms and Conditions, unless defined otherwise below.
“Applicable Monthly Period” means the calendar month in which a Service Credit is owed;
“Applicable Monthly Service Fee” means the total Fees actually paid for the Services for the month in which a Service Credit is owed;
“Incident” means a malfunction of the Services which can be reproduced, is not a Bug and whose root cause is found in the hosting service, network, hardware or third party software components; or any single event, or any set of events, that result in Downtime;
“Downtime” means the total accumulated minutes during a calendar month for which the Service is unavailable, meaning the login at https://info.schoolwhiteboard.com cannot be reached. A minute is considered unavailable for the Services if all continuous attempts by Customer to reach the login page within the minute fail;
“Emergency Maintenance” means maintenance, upgrades, Updates, repairs to hardware and software related to resolving immediate problems causing instability in the Services;
“Bug” means an unwanted or unintended property of the Services that can be reproduced and causes the Services to malfunction but does not affect the availability of the Services;
“Planned Maintenance” means maintenance, upgrades, Updates, installation of new versions and repairs which are non-critical and not urgent, to hardware and software;
“Release” means a modification in the functionality of the Services which results in a change in the version number set out in the SLA;
“Service Credit” means the percentage of the Applicable Monthly Service Fee to be credited to the Customer;
“Support Window” means the period of time during which a feature of the Services or compatibility with a separate product or service is supported;
The Company shall host the Services together with related components and Customer owned content as set out below.
The Company will use commercially reasonable measures in terms of redundancy, monitoring and platform management to make the Services available via the Internet for 99% of 24 hours/day 7 days/week. Availability shall be measured monthly as set out below and excludes the items set out in clause 7 of this SLA and all Planned Maintenance.
Monthly Availability % = (Maximum Available Minutes) – (Downtime) / Maximum Available Minutes
“Deployment Minutes” means the total number of minutes in a calendar month (excluding items set out in clause 7 of this SLA and all Planned Maintenance) during Business Hours.
“Maximum Available Minutes” means all Deployment Minutes in each calendar month during Business Hours.
“Downtime” means the total number of Deployment Minutes in a calendar month during Business Hours in which the Services are unavailable. A minute is considered unavailable for the Services if all continuous attempts by Customer to establish a connection to the Services within the minute fail.
“Monthly Availability” means Maximum Available Minutes less Downtime divided by Maximum Available Minutes in a calendar month for the Services.
If the Services are not available in accordance with the availability level set out in clause 1.1 above of this SLA, the following monthly Service Credits shall apply:
between 98.99 and 98% – 2% service credit
between 97.99 and 97% – 4% service credit
between 96.99 and 96% – 6% service credit
between 95.99 and 95% – 8% service credit
less than 95% – 10% service credit
Service credits are expressed as a percentage of the Applicable Monthly Service Fee for the Applicable Monthly Period. Any claim for a Service Credit must be made in writing including a detailed description of the Incident and the time and duration of the Downtime within 30 days of notification of the Customer’s entitlement.
If the Company determines that a Service Credit is payable, the Service Credit will be credited to the next invoice issued to the Customer following the period in which the Downtime occurred. Service Credits are the Customer’s sole and exclusive remedy for any performance or availability issues of the Services under the Agreement and this SLA.
The Company will evaluate all information reasonably available to it, and make a good faith determination of whether a Service Credit is owed. The Company will use commercially reasonable efforts to process claims during the subsequent month and within sixty (60) days of receipt. The Customer shall not be eligible for any Service Credit if it does not comply with any terms of the Agreement.
The Service Credits awarded in any calendar month for all Services shall not, under any circumstances, exceed the Applicable Monthly Service Fee for the Applicable Monthly Period.
The infrastructure and security provided by the Company and the data centres it uses to provide the Services is set out in the Data Processing Agreement.
Support services shall include maintenance of the Services and Customer platform including corrective maintenance and enhancements and a customer support service for the Services and Customer platform as set out below.
Upon receipt of a problem notification the Company shall respond to the Customer, within the time frame set out in clause 4.2 of this SLA as applicable, based on the severity and type of problem. Such response shall specify the severity level and type of problem.
The Company provides support services from a UK support centre which is available to named support users. Support services are provided in English.
Problems may be reported to the support centre by creating a support ticket online at info.schoolwhiteboard.com
Maintenance and support services shall not be provided for issues arising from: (i) modifications, alteration or configuration of any of the Services by the Customer or a third party that has not been authorised in writing by the Company; and/or (ii) technology or Intellectual Property Rights that has not been provided by the Company pursuant to the Agreement.
The Company offers support for the Services during Business Hours (9am to 5pm UK time) on Business Days (Monday to Friday, except for English public holidays) in English language.
Problems with the Services will be dealt with in accordance with their level of severity. The time frame in which problems will be resolved will depend upon whether they are classified as a bug or incident as set out below.
High – a problem is classified as high if the Services are not available, or the Customer or Authorised Users cannot log in or if there appear to be serious performance or access problems.
Medium – a problem is classified as medium if a key feature or service is unavailable and the availability of the Services are not affected.
Low – a problem is classified as low if there is any other problem that does not fall into another severity category.
High – respond within 4 Business Hours; target resolution within 8 Business Hours
Medium – respond within 1 Business Day, target resolution within 2 Business Days
Low – respond within 2 Business Days, target resolution within 4 Business Days
Updates contain new or amended features, bug fixes and performance improvements. There may be some need for configuration and additional user training in order to obtain the maximum benefit of the new features.
The Company reserves the right to vary the frequency of Updates but typically they are monthly.
The Customer has the following obligations under this SLA:
to provide all suitable hardware and software and telecommunications equipment required for accessing the Services;
responsibility for the network connection between the Company’s hosting centres and the Customer’s premises (backend) connection to a telecommunications network;
to inform the Company without delay of any problems with the Services;
to keep its own software up to date, if necessary, for the error free operation of its own software with the Services;
to check its systems for the most commonly known viruses and malware;
to have a current virus scanner installed for each device accessing the Services, where applicable.
The Company shall not be liable for, and shall have no obligation to fix, any errors, Incidents, problems or bugs or any lack of availability of the Services caused by the following:
any breach of the Customer’s obligations set out in clause 6 above;
use of services, hardware, or software not provided by the Company, including, but not limited to, issues resulting from inadequate bandwidth or related to third-party software or services;
use of the Services on a system not supported by the Company or specifically agreed in writing in the Agreement;
interconnection of the Services with other software products not supplied by the Company except as expressly agreed in writing in the Agreement;
any connectivity issues not within the direct control of the Company i.e. a fault on the Customer’s network or own equipment configuration;
problems or errors that occur while the Company is waiting for the Customer to provide information to enable it to rectify a fault or restore the Services;
use of the Services after the Company advises the Customer to modify its use of the Services, if the Customer did not modify its use as advised;
the Customer’s unauthorised action or lack of action when required, or from its employees, agents, contractors, or vendors, or anyone gaining access to the Company’s network by means of the Customer’s passwords or equipment, or otherwise resulting from the Company’s failure to follow appropriate security practices;
the Customer’s failure to adhere to any required configurations, use supported platforms, follow any policies for acceptable use, or its use of the Services in a manner inconsistent with the features and functionality of the Services (for example, attempts to perform operations that are not supported) or inconsistent with the Company’s published guidance;
faults caused by the Customer’s management or connection to the Services;
faulty input, instructions, or arguments (for example, requests to access files that do not exist);
use of features of the Services that are outside of the Support Windows;
the Customer failing to take part in training offered by the Company, necessary for use of the Services;
attempts to perform operations that exceed prescribed quotas or that result from the Company’s throttling of suspected abusive behaviour;
any Services not paid for at the time of any Incident;
10.1 Each party may use the Confidential Information of the other party only for the purposes of the Agreement and must keep confidential all Confidential Information of the other party except to the extent (if any) the recipient of any Confidential Information is required by law to disclose the Confidential Information.
10.2 Each party may disclose the Confidential Information of the other party to those of its employees and agents who have a need to know the Confidential Information for the purposes of the Agreement but only if the employee or agent executes a confidentiality undertaking in a form approved by the other party.
10.3 Both parties agree to return or destroy all documents and other materials containing Confidential Information immediately upon completion of the Services or termination of the Agreement.
10.4 The obligations of confidentiality under the Agreement do not extend to information that: (i) was rightfully in the possession of the receiving party before the negotiations leading to the Agreement; (ii) is, or after the day the Agreement is signed, becomes public knowledge (otherwise than as a result of a breach of the Agreement); or (iii) is required by law to be disclosed.
11.1 Each party undertakes to comply with its obligations under relevant applicable data protection laws, principles and agreements.
11.2 To the extent that personal data is processed when the Customer or its users use the Services, the parties acknowledge that the Company is a data processor and the Customer is a data controller and the parties shall comply with their respective statutory data protection obligations under applicable data protection law and the terms of the Data Processing Agreement.
11.3 If a third party alleges infringement of its data protection rights, the Company shall be entitled to take measures necessary to prevent the infringement of a third party’s rights from continuing.
11.4 Any information that the Customer provides to the Company, such as information provided during registration or information provided when ordering Services (for example the Customer’s email address) used by the Company as a data controller shall be collected and processed in accordance with the Privacy Notice.
12.1 If a party is wholly or partially prevented by Force Majeure from complying with its obligations under the Agreement, that party’s obligation to perform in accordance with the terms of the Agreement will be suspended.
12.2 As soon as practicable after an event of Force Majeure arises, the party affected by Force Majeure must notify the other party of the extent to which the notifying party is unable to perform its obligations under the Agreement. If the Force Majeure event last for more than 28 days the non-defaulting party may terminate the Agreement with immediate effect without penalty.
13.1 Nothing contained in the Agreement is intended to be enforceable by a third party under the Contracts (Rights of Third Parties) Act 1999, or any similar legislation in any applicable jurisdiction.
14.1 Should a provision of the Agreement be invalid or become invalid then the legal effect of the other provisions shall be unaffected. A valid provision is deemed to have been agreed which comes closest to what the parties intended commercially and shall replace the invalid provision. The same shall apply to any omissions.
14.2 The Agreement constitutes the whole agreement and understanding between the parties and supersedes all prior agreements, representations, negotiations and discussions between the parties relating to the subject matter thereof.
14.3 Neither party shall assign the whole or any part of the Agreement without the prior written consent of the other party, such consent not to be unreasonably withheld. Notwithstanding the aforesaid, the Company shall be entitled to assign the Agreement to any entity that purchases its shares or assets as the result of a merger, takeover or similar event.
14.4 The Company and the Customer are independent contractors and nothing in the Agreement will be construed as creating an employer-employee relationship.
14.5 Amendments to, or notices to be sent under the Agreement, shall be in writing and shall be deemed to have been duly given if sent by post to a party at the address given for that party or by email to the main contact’s email address as specified and maintained by the Customer in the Account page in SMS. All changes shall be deemed to have been accepted by the Customer if the customer continues to use the Service following the effective date of the amendments.
14.6 In the event of any inconsistency between the content of the Terms and Conditions, the Order Form, the SLA, the Data Processing Agreement and the Privacy Notice, the Order Form shall prevail followed by the Terms and Conditions, the SLA, the Data Processing Agreement and then the Privacy Notice.
14.7 The Agreement shall be governed by the laws of India and UK. The courts of India and UK shall have exclusive jurisdiction for the settlement of all disputes arising under the Agreement.