Appendix B - SERVICE LEVEL AGREEMENT

This Service Level Agreement (”SLA”) constitutes and integrated part of the agreement between the Customer and Membrain (the ”Agreement”), whether that be through the Terms of Service or the SAAS-agreement. In the event of inconsistency between this document and the Agreement and any appendices thereof, the Agreement shall prevail.

1. Definitions

1.1 Downtime
Downtime is calculated from the time non-availability of the Service is reported to Membrain by Customer in accordance with Section 4 of this SLA until the time that Service becomes available.

Membrain reserves the right, in Membrain’s reasonable discretion, to temporarily suspend Customer’s and Authorized Users’ access to and use of the Products: (a) during planned downtime for upgrades and maintenance to the Products (of which Membrain will use commercially reasonable efforts to notify Customer in advance (“Planned Downtime"); (b) during any unavailability caused by circumstances beyond Membrain’s reasonable control, such as, but not limited to, acts of God, acts of government, acts of terror or civil unrest, technical failures (including, without limitation, inability to access the Internet), acts undertaken by third parties, including without limitation, distributed denial of service attacks, cyberattacks; or (c) if Membrain suspects or detects any malicious software connected to Customer’s account or use of the Products by Customer and/or Authorized Users. Membrain will use commercially reasonable efforts to schedule Planned Downtime during off-peak hours and weekends (Central European time zone).

Downtime excludes any incidents: (a) outside of Membrain’s reasonable control, including, without limitation, any force majeure event; Internet access, telecommunications problems or any other technical problems beyond the demarcation point of Membrain; (b) resulting from any voluntary actions or inactions of Customer (or any third party on Customer’s behalf) (e.g. rebooting a database instance, scaling compute capacity, not scaling storage when storage is full, misconfiguring security groups, VPC configurations or credential settings, etc.); (c) resulting from Customer not following operational guidelines for Membrain; (d) resulting from underlying database engine software leading to repeated database crashes or an inoperable database instance; (e) resulting in a long recovery time due to insufficient IO capacity for Customer’s workload; (f) resulting from equipment, software, hardware, SaaS or other third-party equipment, software, technology or services; (g) resulting from Customer’s failure to have dedicated resources available during such time to work on the issue (to the extent the resolution reasonably depends upon Customer’s information and/or involvement); (h) resulting from any modifications, deletions or changes to the Product(s) made by Customer or otherwise requested to be made on behalf of Customer; or (I) resulting from Planned Downtime.

1.2 Agreed Hours of Service
The Agreed Hours of Service is 24 hours per day, 7 days per week, excluding permitted downtime.

1.3 Service
Service refers to Membrain SAAS services.

1.4 Availability
Availability of Service means that the Service is available at the measuring point.

Availability is calculated using the following formula:
Availability (%) = (AS – AB / AS) x 100
AS = Agreed Hours of Service, AB = Downtime (this does not include permitted downtime). 

2. Agreed Availability
Agreed Availability for the Service measured per calendar month is 99,9 %*.

3. Helpdesk

3.1 For general product support, response is provided by the helpdesk as soon as possible, within 24 hours, by telephone or email, during Membrain’s office hours weekdays (Non-Holiday) (8 am to 11 pm Eastern Time).

3.2 Service incident support regarding the Service is provided 24 hours per day, 7 days per week, 365 days per year for critical issues, according to the table below.

4. Reporting of downtime

4.1 Downtime is only reported after it has been registered in the fault processing system used by Membrain. Downtime may be registered by means of an automatic alarm, a report by the Customer in accordance with this section or upon discovery by Membrain.

4.2 The Customer is responsible for ensuring that the fault is reported using the agreed channels. The report shall include a relevant description of the fault and contact details for the users affected.

5. Measurement

5.1 Except where otherwise agreed Membrain is responsible for defraying the cost of and implementing tools capable of measuring the agreed service levels.

5.2 The measuring point for service level Availability is the Connection Point. Connection Point is Customer’s log-on page to the Service.

6. Follow-up

6.1 The parties may agree upon a specific plan describing how non-conformities and disturbances are to be reported between the two parties.

7. Price reductions in event of failure to reach agreed level of service

7.1 If Availability is below the agreed level of Availability for the Service, the Customer is entitled to a price reduction of the percentage of the monthly fee for the Service.

7.2 Availability License Fee reduction rates:

> 45 minutes and < 8 hours
10% reduction of the monthly license fee
> 8 hours < 2 days
25% reduction of the monthly license fee
> 2 days < 5 days
50% reduction of the monthly license fee
> 5 days
100% reduction of the monthly license fee 

7.3 The maximum price reduction per month that can be credited to the Customer in the event of failure to meet Availability is 100% of the monthly charge for the Service. Customer is not entitled to any other compensation.

7.4 If the Customer is entitled to a price reduction due to failure of the Service to reach the levels of Products or services ordered, and several failures are deemed by Membrain to be part of one failure, not several individual events, Customer is only entitled to one price reduction as a result of this event.

7.5 In order not to lose the right to a price reduction the Customer must submit a written claim for a price reduction within 30 days from the incident.

7.6 Membrain is only responsible for the failure of the Products and services to reach agreed levels in accordance with the terms stated in this Agreement. Thus, the Customer has no right to any other compensation for damages or any other compensation due to any deviations from the service level, except in the event of Membrain’s gross negligence or international misconduct, unless stated otherwise in this Agreement.

* excluding permitted downtime

Last updated: Nov 25th, 2024