Capego Service Level Agreement

Wolters Kluwer Scandinavia AB 

1. SCOPE OF SLA

1.1 Wolters Kluwer Scandinavia AB, Swedish corporate ID number 556459-8521, (“Wolters Kluwer”) shall provide Customer with internet-based access to Wolters Kluwer’s online application suite Capego specified to the Agreement and, hereinafter referred to as ”Capego”. Capego is made available to Customer for access on servers owned or controlled by Wolters Kluwer or its contractors. Customer may process and store data with Capego. 

1.2 This service level agreement (“SLA”) sets out the standards of hardware and software infrastructure availability that Wolters Kluwer shall maintain in connection to providing Capego to Customer. 

1.3 Wolters Kluwer will be delivering full service 24x7 operations, including incident and backup management.

 

2. CUSTOMER RESPONSIBILITIES

2.1 Customer is responsible for the communication between the Customer and the Access Point and shall accordingly be responsible for providing and maintaining its own Internet access and all necessary telecommunications equipment, software and other materials ("Customer Equipment") necessary for accessing Capego. 

2.2 Customer shall upon request from Wolters Kluwer appoint one competent individual with suitable training and experience as its contact person (“Technical Contact”) responsible for all technical matters related to Capego. Customer shall provide contact information for the Technical Contact to Wolters Kluwer. The Technical Contact shall have suitable training and experience and shall be authorised to act on Customer’s behalf in all technical matters related to Capego. The appointment of the Technical Contact is subject to the approval of Wolters Kluwer, not to be unreasonably withheld. Wolters Kluwer may suspend or withdraw its approval if the Technical Contact is deemed unfit by Wolters Kluwer.

 

3. DEFINITIONS

3.1 Whenever used in this SLA with an initial capital letter, the terms listed in this Section 3.1 shall have the meanings specified below.

a) “Access Point” means the point as specified by Wolters Kluwer at which Wolters Kluwer connects the Service to a public electronic communications network.

b) "Business Day" means any day (other than a Saturday or Sunday) on which the banks are ordinarily open for business in Sweden, excluding on-line banking;

c) “Capego” the application module of Capego suite specified in the Agreement.

d) “Downtime” means periods of time when Capego is not available to Customer. 

e) “Incident” means any single event, or any set of events, that result in Downtime.

f) “Planned Downtime” means periods of Downtime caused by planned changes of Capego initiated by Wolters Kluwer and/or Customer, where Customer has been notified in advance. Such as changes in the general infrastructure (firewalls, backup solutions, network components, servers etc.), or updates of system components and/or applications operated by Wolters Kluwer.

g) “Service Hours” means 08:00-17:00 CET at any Business Day.

h) “Technical Support” means assistance aimed at Customer’s technical staff and relating to the infrastructure of Capego, the access thereto, problems in carrying out business critical processes due to errors in Capego or similar technical issues. Technical Support does not include assistance regarding the general use and functions of software, training, customization, or other similar user support services.

i) “Uptime” as defined in Section 4.2.

 

4. AVAILABILITY

4.1 Except for Planned Downtime and other service level limitations set out in this SLA Wolters Kluwer undertakes to keep Capego available to Customer 24 hours per day, 7 days per week and 365 days per year. 

4.2 Wolters Kluwer shall keep Capego available for Customer during Service Hours at 99,5% or higher measured per calendar quarter (“Reporting Period”). Compliance will be calculated according to the following formula:

4.3 Wolters Kluwer is not responsible and the Uptime level shall be adjusted for Downtime due to the following reasons:

a) Customer prevents Wolters Kluwer from performing required maintenance and update tasks;

b) interruptions of Capego due to problems in equipment and software used by the Customer outside the Access Point, and/or third party software or computer equipment, including power outages, componentry failure and unauthorised changes to the configuration or set up of affected equipment, software or services;

c) emergency shutdowns necessary to protect Customer from, inter alia, viruses, any form of so called “denial of service” attacks or any other right to restriction of the Service according to Wolter Kluwers General Terms and Conditions Capego On line Services, or any similar force majeure events, including minor Downtime of no more than 10 minutes from start of the Downtime to renewed Uptime due to an update or other maintenance measure of Capego or the hardware on which Capego resides;

d) errors or failures to access Access Point.

4.4 Downtime is only reported after it has been registered in the fault system used by Wolters Kluwer. Downtime may be registered by means of an automatic alarm, a report by the Technical Contact in accordance with 2.2 above or upon discovery by Wolters Kluwer. The measuring point is the Access Point. 

4.5 Upon Customer’s notice to Wolters Kluwer, if Uptime is below 99,5%, Wolters Kluwer will refund (“Refund”) to Customer, according to the schedule below, a portion of the monthly fees charged for the effected system, during the month which the Downtime occurred: 

The compensation for Downtime set forth in this Section 4.4 is in lieu of all other remedies for Wolters Kluwer’s failure to achieve the agreed availability and Customer shall not be entitled to any further compensation or other remedies as a result of such Downtime. To claim a remedy under this section 4, Customer is required to notify Wolters Kluwer within 15 days of the occurrence of the failure to provide the applicable service level. Wolters Kluwer shall upon Customer´s request provide a report of the service level for the last Reporting Period.

4.6 Customer’s entitlement to Refund shall not apply if only a part of Capego is unavailable and Customer’s operations are not significantly affected. 

 

5. TECHNICAL SUPPORT

5.1 Wolters Kluwer shall make available to Customer to report Technical Support and/or Incidents related requests via email 24 hours per day, 7 days per week and 365 days per year. 

5.2 Wolters Kluwer shall respond to Customer’s Technical Support and/or Incidents related requests by telephone or e-mail depending on the priority of the support request. Queries received out of Service Hours will be collected, however no action can be guaranteed until the next Business Day.

5.3 Technical Contact shall be Customer’s principle point of contact for the communication of Capego and Incidents related requests with Wolters Kluwer. 

5.4 Technical Contact shall carefully evaluate and verify any suspected Incident before a report is made to Wolters Kluwer thereof.

5.5 If an Incident is submitted to Wolters Kluwer, an initial severity assessment to determine the impact on Customer shall be made by Wolters Kluwer. 

 

6. BACKUP MANAGEMENT

6.1 Wolters Kluwer will back up data from all of its customers stored at Wolters Kluwer servers by using Capego. Backup will be performed daily, weekly, monthly and yearly.

6.2 Back up data will be deleted after 30 days unless otherwise agreed in writing between the Parties. 

6.3 On request from Customer Wolters Kluwer will provide Customer with available backup data. Such restore from back up will be charged at Wolters Kluwer's hourly rate current at the date of the request from the Customer.

 The terms and conditions above are dated November 2016