MyPrintCloud - Terms and Conditions

MyPrintCloud Ltd. provides this web site and the services provided by or through this web site to you subject to these terms and conditions of use

Recitals

WHEREAS, Subscriber requires third-party hosted “software as a service” (the “Services,” as further described herein) with respect to certain of its information technology needs;

WHEREAS, Subscriber requested a proposal from Service Provider for such Services;

WHEREAS, Service Provider has experience and expertise in the business of providing the Services;

WHEREAS, Service Provider submitted a proposal to Subscriber to perform such Services on behalf of Subscriber;

WHEREAS, based on Service Provider’s knowledge and experience relating to such Services, Subscriber has selected Service Provider to provide and manage the Services;

WHEREAS, Service Provider wishes to perform the Services and acknowledges that the successful performance of the Services and the security and availability of Subscriber’s data (“Subscriber Data,” as further described herein) are critical to the operation of Subscriber’s business; and,

WHEREAS, Service Provider has agreed to provide the Services to Subscriber, all on the terms and conditions set forth herein.

NOW, THEREFORE, in consideration of the mutual covenants and representations set forth in this Agreement, the parties hereby agree as follows:

This Agreement sets forth the terms and conditions under which Service Provider agrees to license to Subscriber certain hosted software and provide all other services necessary for productive use of such software including customisation / integration, user identification and password change management, data import / export, monitoring, technical support, maintenance, training, backup and recovery, and change management (the “Services“) as further set forth on an Exhibit A (sequentially numbered) in the form of the Exhibit A attached hereto or in other statements of services containing substantially similar information and identified as an Exhibit A.

The Services.

1. Authorised Uses. Unless otherwise limited on an Exhibit A, Service Provider grants Subscriber a renewable and royalty-free use the Services. Other than those limitations expressly described in an Exhibit A, Authorised Users will have no other limitations on their access or use of the Services.

2. Changes in Number of Authorised Users. The Services are provided on a tiered basis, such tiers as further described in an

    Exhibit A
. Subscriber agrees to license the initial number of Authorised Users described in such Exhibit A (the “Minimum Commitment“). Subscriber is entitled to increase or decrease the number of Authorised Users on an as-requested basis; provided, however, that Subscriber shall maintain the Minimum Commitment unless the parties otherwise agree to adjust the Minimum Commitment.

3. Control and Location of Services (Hosting). The method and means of providing the Services shall be under the exclusive control, management, and supervision of Service Provider, giving due consideration to the requests of Subscriber. Except as otherwise specified in an Exhibit A, the Services (including data storage), shall be provided solely from within the United Kingdom and on computing and data storage devices residing therein.

4. Storage. The Services shall include the applicable allocation of base data storage described in an Exhibit A. Service Provider shall make additional data storage available to Subscriber at the rates described in the Exhibit A.

5. Development and Test Environments. In addition to production use of the Services, Subscriber is entitled to one development and one test environment for use by Authorised Users at the same charge of hosting the Live Environments. Such non-production environments shall have the same data storage and processing capacities as the production environment.

6. Documentation. The documentation for the Services (the “Documentation”) will describe the functions and features of the Services, including all subsequent revisions thereto. The Documentation shall be understandable by a typical end user and shall provide Authorised Users with sufficient instruction such that an Authorised User can become self-reliant with respect to access and use of the Services. Subscriber shall have the right to make any number of additional copies of the Documentation at no additional charge fro internal use only

7. Service Levels. For the term of an Exhibit A, Service Provider shall provide the Services, force majeure events excepted, during the applicable Service Windows and in accordance with the applicable Service Level Standards, each as described in the Exhibit A, time being of the essence.

Support; Maintenance; Additional Services.

8. Technical Support. Service Provider shall provide the Technical Support described in an Exhibit A. The Services Fees are inclusive of the fees for the Technical Support.

9. Maintenance. Service Provider shall provide bug fixes, corrections, modifications, enhancements, upgrades, and new releases to the Services to ensure: (a) the functionality of the Services, as described in the Documentation, is available to Authorised Users; (b) the functionality of the Services in accordance with the representations and warranties set forth herein, including but not limited to, the Services conforming in all material respects to the specifications, functions, descriptions, standards, and criteria set forth in the applicable Exhibit A and the Documentation; (c) the Service Level Standards can be achieved; and, (d) the Services work with the then-current version and the two prior versions of Internet Explorer, Mozilla Firefox, and Google Chrome Internet browsers. The Services Fees are inclusive of the fees for maintenance.

10. Required Notice of Maintenance. Unless as otherwise agreed with the Subscriber, Service Provider shall provide no less than five (5) calendar day’s prior written notice to Subscriber of all non-emergency maintenance to be performed on the Services, such written notice including a detailed description of all maintenance to be performed. For emergency maintenance, Service Provider shall provide as much prior notice as commercially practicable to Subscriber and shall provide a detailed description of all maintenance performed no greater than 5 (five) calendar day following the implementation of the emergency maintenance.

11. Acceptance of Non-Emergency Maintenance. Unless as otherwise agreed with the Subscriber for non-emergency maintenance, Subscriber shall have a five (5) business day period to test any maintenance changes prior to Service Provider introducing such maintenance changes into production (the “Maintenance Acceptance Period”). In the event that Subscriber rejects, for good cause, any maintenance changes during the Maintenance Acceptance Period, Service Provider shall not introduce such rejected maintenance changes into production. At the end of the Maintenance Acceptance Period, if Subscriber has not rejected the maintenance changes, the maintenance changes shall be deemed to be accepted by Subscriber and Service Provider shall be entitled to introduce the maintenance changes into production.

12. Customisation / Integration Services. Service Provider shall provide the Customisation / Integration Services, if any, described in an Exhibit A.

13. Training Services.
Service Provider shall provide the Training Services, if any, described in an Exhibit A.

Change Control Procedure.

14. Change of Scope of Services. Subscriber may, upon written notice, request changes to the scope of the Services, if any described, under an Exhibit A. If Subscriber requests an increase in the scope, Subscriber shall notify Service Provider, and, not more than five (5) business days (or other mutually agreed upon period) after receiving the request, Service Provider shall notify Subscriber whether or not the change has an associated cost impact. If Subscriber approves, Subscriber shall issue a change control, which will be executed by the Service Provider after the Project specifications have been accepted and signed off by the Subscriber.

Term and Termination; Renewals.

15. Term and Minimum Commitment. This Agreement is legally binding as of the Effective Date and shall continue until terminated as provided for herein. Unless this Agreement or an Exhibit A is terminated earlier in accordance with the terms set forth herein, the term of an Exhibit A (the “Initial Term“) shall commence on the Start Date and continue until the End Date. Following the Initial Term and unless otherwise terminated as provided for in this Agreement, an Exhibit A shall automatically renew for successive one (1) year terms (each, a “Renewal Term“) until such time as a party provides the other party with written notice of termination; provided, however, that: (a) such notice be given no fewer than thirty (30) calendar days prior to the last day of the then-current term; and, (b) any such termination shall be effective as of the date that would have been the first day of the next Renewal Term.

16. Termination for Convenience. Without limiting the right of a party to terminate this Agreement or an Exhibit A as provided for in this Agreement, a party may terminate this Agreement for convenience upon prior written notice to the other party provided that there is no Exhibit A then in effect.

17. Termination for Cause. Without limiting the right of a party to immediately terminate this Agreement or an Exhibit A for cause as provided for in this Agreement, if either party materially breaches any of its duties or obligations hereunder and such breach is not cured, or the breaching party is not diligently pursuing a cure to the non breaching party’s sole satisfaction, within thirty (30) calendar days after written notice of the breach, the non breaching party may terminate this Agreement or an Exhibit A for cause as of a date specified in such notice.

18. Payments upon Termination. Upon the termination of this Agreement or an Exhibit A, Subscriber shall pay to Service Provider all undisputed amounts due and payable hereunder, if any, and Service Provider shall pay to Subscriber all amounts due and payable hereunder, such as Performance Credits and prepaid fees, if any.

19. Return of Subscriber Data. Upon the termination of this Agreement or an Exhibit A, Service Provider shall, within five (5) business day following the termination of this Agreement or an Exhibit A, provide Subscriber, without charge and without any conditions or contingencies whatsoever (including but not limited to the payment of any fees due to Service Provider), with a final extract of the Subscriber Data in the format specified by Subscriber. Further, Service Provider shall certify to Subscriber the destruction of any Subscriber Data within the possession or control of Service Provider but such destruction shall occur only after the Subscriber Data has been returned to Subscriber

20. Renewals. Should the Services continue beyond the then-current Term, the Services Fees for the Renewal Term may be: (a) increased on an annualized per-user basis where Subscriber has not increased the number of Authorised Users by ten percent (10%) during the then-current Term; or, (b) decreased by no less than three percent (3%) on an annualized per-user basis where Subscriber has increased the number of Authorised Users by ten percent (10%) or greater during the then-current term

Fees; Billing.

21. Payment. Subscriber shall be responsible for and shall pay to Service Provider the fees as further described in an Exhibit A, subject to the terms and conditions contained in this Agreement and such Exhibit A. Any sum due to the Service Provider for the Services for which payment is not otherwise specified shall be due and payable thirty (30) business days after receipt by Subscriber of an invoice from Service Provider.

22. Billing Procedures. Unless otherwise provided for under an Exhibit A, Service Provider shall bill to Subscriber the sums due pursuant to an Exhibit A by Service Provider’s invoice by email.

23. Credits. Any amounts due to Subscriber, such as a Performance Credit, from Service Provider may be applied by Service Provider, at the sole election of the Service Provider, against any current or future fees due by the Subscriber. Any such amounts that are not so applied by Service Provider shall be paid to Subscriber by Service Provider within ninety (90) calendar days following Subscriber’s request.

24. Non-binding Terms. Any terms and conditions included in a Subscriber purchase order or a Service Provider invoice, as the case may be, shall be deemed to be solely for the convenience of the respective party, and no such term or condition shall be binding upon the parties.

Representations and Warranties.

25. Scope of Services. The Site, the Content, the Add-ons and the Services are provided to the Subscriber on an “as is” basis without warranties from Service Provider of any kind, either express or implied. Service Provider expressly disclaims all other warranties, express or implied, including without limitation implied warranties of merchantability, fitness for a particular purpose, title and non-infringement. Service Provider does not represent or warrant that Site, the Content, the Add-ons or the Services are accurate, complete, reliable, current or error-free.

26. Viruses. While Service Provider attempts to make Subscriber access to and use of the Services safe, Service Provider does not represent or warrant that the Site, the Content, the Add-ons or the Services are free of viruses or other harmful components.

27. Waivers. Subscriber waive and shall not assert any claims or allegations of any nature whatsoever against Service Provider, its affiliates or subsidiaries, their sponsors, contractors, advertisers, vendors or other partners, any of their successors or assigns, or any of their respective officers, directors, agents or employees (collectively, the “Released Parties”) arising out of or in any way relating to the Subscribers use of the Site, the Content, the Add-ons or the Services, including, without limitation, any claims or allegations relating to infringement of proprietary rights, or allegations that any Released Party has or should indemnify, defend or hold harmless the Subscriber or any third party from any claim or allegation arising from the Subscribers use or other exploitation of the Site, the Content, the Add-ons or the Services. Subscribers use the Site, the Content, the Add-ons and the Services at your own risk.

28. Liabilities. Without limitation of the foregoing, neither Service Provider nor any other Released Party shall be liable for any direct, special, indirect or consequential damages, or any other damages of any kind, including but not limited to loss of use, loss of profits or loss of data, whether in an action in contract, tort (including but not limited to negligence) or otherwise, arising out of or in any way connected with the use of or inability to use the Site, the Content, the Add-ons or the Services, including without limitation any damages caused by or resulting from your reliance on the Site, the Content, the Add-ons or the Services or other information obtained from Service Provider or any other Released Party or accessible via the Site, the Content, the Add-ons or the Services, or that result from mistakes, errors, omissions, interruptions, deletion of files or email, defects, viruses, delays in operation or transmission or any failure of performance, whether or not resulting from acts of god, communications failure, theft, destruction or unauthorised access to Service Provider or any other Released Party's records, programs or services.

29. Indemnities. Subscriber shall defend, indemnify and hold harmless Service Provider and the other Released Parties from any loss, damages, liabilities, costs, expenses, claims and proceedings arising out of the Subscribers use of the Site, the Content, the Add-ons and the Services, and if the Subscriber are a subscriber, from your Customers’ use of the Services and from the use of the Site, the Content, the Add-ons and the Services by any person to whom the Subscriber give access to the Subscribers account (including as staff), including any claims made by any person that any of the Subscribers, and if you are a Subscriber, your Customers’, User Content infringes the rights, including the intellectual property rights, of any third party.

Subscriber Data.

30. Ownership. Subscriber’s data (“Subscriber Data,” which shall also be known and treated by Service Provider as Confidential Information) shall include: (a) Subscriber’s data collected, used, processed, stored, or generated as the result of the use of the Services; and, (b) personally identifiable information (“PII“) collected, used, processed, stored, or generated as the result of the use of the Services, including, without limitation, any information that identifies an individual, such as an individual’s government-issued identification number, date of birth, address, telephone number, biometric data, mother’s maiden name, email address, credit card information, or an individual’s name in combination with any other of the elements listed herein. Subscriber Data is and shall remain the sole property of Subscriber and all right, title, and interest in the same is reserved by Subscriber.

31. Service Provider Use of Subscriber Data. Service Provider is provided a limited license to Subscriber Data for the sole and exclusive purpose of providing the Services, including a license to collect, process, store, generate, and display Subscriber Data only to the extent necessary in the providing of the Services. Service Provider shall: (a) keep and maintain Subscriber Data in strict confidence, using such degree of care as is appropriate and consistent with its obligations as further described in this Agreement and applicable law to avoid unauthorised access, use, disclosure, or loss; (b) use and disclose Subscriber Data solely and exclusively for the purpose of providing the Services, such use and disclosure being in accordance with this Agreement, the applicable Exhibit A, and applicable law; and, (c) not use, sell, rent, transfer, distribute, or otherwise disclose or make available Subscriber Data for Service Provider’s own purposes or for the benefit of anyone other than Subscriber without Subscriber’s prior written consent.

32. Extraction of Subscriber Data. Service Provider shall, within ten (10) business day of Subscriber’s request, provide Subscriber, for a reasonable charge, an extract of the Subscriber Data in the format specified by the Service Provider.

33. Backup and Recovery of Subscriber Data. As a part of the Services, Service Provider is responsible for maintaining a backup of Subscriber Data and for an orderly and timely recovery of such data in the event that the Services may be interrupted. Unless otherwise described in an Exhibit A, Service Provider shall maintain a contemporaneous backup of Subscriber Data that can be recovered within eight hours (8) hours at any point in time. Additionally, Service Provider shall store a backup of Subscriber Data in an off-site “hardened” facility no less than daily, maintaining the security of Subscriber Data, the security requirements of which are further described herein.

General.

34. Meaning of Confidential Information. For the purposes of this Agreement, the term “Confidential Information” shall mean all information and documentation of a party that: (a) has been marked “confidential” or with words of similar meaning, at the time of disclosure by such party; (b) if disclosed orally or not marked “confidential” or with words of similar meaning, was subsequently summarized in writing by the disclosing party and marked “confidential” or with words of similar meaning; and, (c) should reasonably be recognized as confidential information of the disclosing party. The term “Confidential Information” does not include any information or documentation that was: (a) already in the possession of the receiving party without an obligation of confidentiality; (b) developed independently by the receiving party, as demonstrated by the receiving party, without violating the disclosing party’s proprietary rights; (c) obtained from a source other than the disclosing party without an obligation of confidentiality; or, (d) publicly available when received, or thereafter became publicly available (other than through any unauthorised disclosure by, through, or on behalf of, the receiving party). For purposes of this Agreement, in all cases and for all matters, Subscriber Data shall be deemed to be Confidential Information.

35. Obligation of Confidentiality. The parties agree to hold all Confidential Information in strict confidence and not to copy, reproduce, sell, transfer, or otherwise dispose of, give or disclose such Confidential Information to third parties other than employees, agents, or subcontractors of a party who have a need to know in connection with this Agreement or to use such Confidential Information for any purposes whatsoever other than the performance of this Agreement. The parties agree to advise and require their respective employees, agents, and subcontractors of their obligations to keep all Confidential Information confidential.

36. Cooperation to Prevent Disclosure of Confidential Information. Each party shall use its best efforts to assist the other party in identifying and preventing any unauthorised use or disclosure of any Confidential Information. Without limiting the foregoing, each party shall advise the other party immediately in the event either party learns or has reason to believe that any person who has had access to Confidential Information has violated or intends to violate the terms of this Agreement and each party will cooperate with the other party in seeking injunctive or other equitable relief against any such person.

37. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the United Kingdom. Subscribers hereby consents and submits to the jurisdiction and forum of the United Kingdom in all questions and controversies arising out of this Agreement.

38. Legal Fees and Costs. In any arbitration, litigation, or other proceeding, informal or formal, by which one party either seeks to enforce this Agreement or seeks a declaration of any rights or obligations under this Agreement, the non-prevailing party shall pay the prevailing party’s costs and expenses, including but not limited to, reasonable legal fees.

39. Compliance with Laws; Subscriber Policies and Procedures. Both parties agree to comply with all applicable federal, state, and local laws, executive orders and regulations issued, where applicable. Service Provider shall comply with Subscriber policies and procedures where the same are posted, conveyed, or otherwise made available to Service Provider.

40. Force Majeure; Excused Performance. Neither party shall be liable for delays or any failure to perform the Services or this Agreement due to causes beyond its reasonable control. Such delays include, but are not limited to, fire, explosion, flood or other natural catastrophe, governmental legislation, acts, orders, or regulation, strikes or labor difficulties, to the extent not occasioned by the fault or negligence of the delayed party. Any such excuse for delay shall last only as long as the event remains beyond the reasonable control of the delayed party. However, the delayed party shall use its best efforts to minimize the delays caused by any such event beyond its reasonable control. The delayed party must notify the other party promptly upon the occurrence of any such event, or performance by the delayed party will not be considered excused pursuant to this Section, and inform the other party of its plans to resume performance.

41. Advertising and Publicity. The Subscriber will not unreasonably withhold consent to allow the Service Provider to mention or refer to the Subscriber directly or indirectly in any advertisement, news release, or publication.

42. Notices. Any notice given pursuant to this Agreement shall be in writing and shall be given by personal service or by Royal mail registered mail, return receipt requested, postage prepaid to the addresses appearing at the end of this Agreement, or as changed through written notice to the other party. Notice given by personal service shall be deemed effective on the date it is delivered to the addressee, and notice mailed shall be deemed effective on the third day following its placement in the mail addressed to the addressee.

43. Counterparts; Facsimile. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same Agreement. The parties agree that a facsimile signature may substitute for and have the same legal effect as the original signature.

44. Entire Agreement. This Agreement and its attached exhibits constitute the entire agreement between the parties and supersede any and all previous representations, understandings, or agreements between Subscriber and Service Provider as to the subject matter hereof. This Agreement may only be amended by an instrument in writing signed by the parties. This Agreement shall be construed without regard to the party that drafted it. Any ambiguity shall not be interpreted against either party and shall, instead, be resolved in accordance with other applicable rules concerning the interpretation of contracts.

If you have any questions regarding these Terms or your use of the Services, please contact us here: Clydy Limited T/A Clydy. 58 Cobb Close Berkshire, United Kingdom SL3 9QZ, info@Clydy.com

Executed on the dates set forth below by the undersigned Authorised representative of Subscriber and Service Provider to be effective as of the Effective Date.

[SUBSCRIBER NAME] (SUBSCRIBER)

By:
Name:
Title:
Date

Address for Notice:

CLYDY Ltd. T/A My Print Cloud (SERVICE PROVIDER)

By:
Name: XXXXX
Title: Principal Consultant
Date

Address for Notice:
58 Cobb Close, datchet, Berkshire SL3 9QZ United Kingdom.

Exhibit A

Service Provider’s Software as a Service Statement of Services

Technical Support Description.

Service Provider will provide to Subscriber telephone and email support (“Technical Support”) Monday to Friday, 8.00 am to 6.00 pm, excluding National and Bank Holidays, 365 days a year.

Technical Support will include any research and resolution activity performed by Service Provider.

a) Request for Technical Support. Authorised Users will make Technical Support requests by calling or emailing Service Provider’s Technical Support staff or by submitting a request via Service Provider’s customer service web portal. The Technical Support staff shall assign to the request the Problem Severity Level (as defined herein) indicated by the requestor.

b) Problem Severity Levels 1 and 2 Response and Resolution. For Technical Support requests not made by telephone, within the Request Response Time of such a request, Service Provider shall confirm to the requestor receipt of the request by Service Provider. If a Problem Severity Level 1 or 2 request cannot be corrected to the reasonable satisfaction of the requestor within the Request Resolution Time after the requestor makes the initial request for Technical Support, Service Provider will: (a) immediately escalate the request to Service Provider’s management; (b) take and continue to take the actions which will most expeditiously resolve the request; (c) provide a hourly report to the requestor of the steps taken and to be taken to resolve the request, the progress to correct, and the estimated time of correction until the request is resolved; and, (d) every [Time Duration], provide increasing levels of technical expertise and Service Provider management involvement in finding a solution to the request until it has been resolved.

c) Problem Severity Levels 3 and 4 Response and Resolution. For Technical Support requests not made by telephone, within the Request Response Time of such a request, Service Provider shall confirm to the requestor receipt of the request by Service Provider. If a Problem Severity Level 3 or 4 request cannot be corrected to the reasonable satisfaction of the requestor within the Request Resolution Time after the requestor makes the initial request for Technical Support, at the sole election of requestor: (a) Service Provider will work continuously to resolve the request; or, (b) requestor and Service Provider will mutually agree upon a schedule within which to resolve the request.

Technical Support Problem Severity Levels

Problem Severity Level 1.

1) Description. This Problem Severity Level is associated with: (a) Services, as a whole, are non-functional or are not accessible; (b) unauthorised exposure of all of part of Subscriber Data; or, (c) loss or corruption of all or part of Subscriber Data.
2) Request Response Time. 1 hour.
3) Request Resolution Time. 4 hours.

Problem Severity Level 2.

1) Description. This Problem Severity Level is associated with significant and / or ongoing interruption of an Authorised User’s use of a critical function (as determined by the Authorised User) of the Services and for which no acceptable (as determined by the Authorised User) work-around is available.
2) Request Response Time. 1 hour.
3) Request Resolution Time. 8 hours.

Problem Severity Level 3.

1) Description. This Problem Severity Level is associated with: (a) minor and / or limited interruption of an Authorised User’s use of a non-critical function (as determined by the Authorised User) of the Services; or, (b) problems which are not included in Problem Severity Levels 1 or 2.
2) Request Response Time. 8 hours
3) Request Resolution Time. 24 hours.

Problem Severity Level 4.

1) Description. This Problem Severity Level is associated with: (a) general questions pertaining to the Services; or, (b) problems which are not included in Problem Severity Levels 1, 2, or 3.
2) Request Response Time. 8 hours.
3) Request Resolution Time. 48 hours.

Service Levels.

Availability Service Level.

1) Definitions.
(a) “Actual Uptime” shall mean the total minutes in the reporting month that the Services were actually available to Authorised Users for normal use.
(b) “Maintenance Window” shall mean the total minutes in the reporting month represented by the following day(s) and time(s) during which Service Provider shall maintain the Services: [Day(s) and Time(s)].
(c) “Scheduled Downtime” shall mean the total minutes in the reporting month represented by the Maintenance Window.
(d) “Scheduled Uptime” shall mean the total minutes in the reporting month less the total minutes represented by the Scheduled Downtime.
2) Service Level Standard. Services will be available to Authorised Users for normal use 100% of the Scheduled Uptime.
3) Calculation. (Actual Uptime / Scheduled Uptime) * 100 = Percentage Uptime (as calculated by rounding to the second decimal point)
4) Performance Credit. (a) Where Percentage Uptime is greater than 97%, no Performance Credit will be due to Subscriber.
(b) Where Percentage Uptime is equal to or less than 97%, Subscriber shall be due a Performance Credit in the amount of 3% of the Services Fees (as calculated on a monthly basis for the reporting month) for each full 1% reduction in Percentage Uptime.

Services Response Time Service Level.

1) Definition(s).
(a) “Response Time” shall mean the interval of time from when an Authorised User requests, via the Services, a Transaction to when visual confirmation of Transaction completion is received by the Authorised User. For example, Response Time includes the period of time representing the point at which an Authorised User enters and submits data to the Services and the Services display a message to the Authorised User that the data has been saved.
(b) “Total Transactions” shall mean the total of Transactions occurring in the reporting month.
(c) “Transaction” or “Transactions” shall mean Services web page loads, Services web page displays, and Authorised User Services requests.
2) Service Level Standard. Transactions will have a Response Time of 1 second or less 100% of the time each reporting month during the periods for which the Services are available.
3) Calculation. ((Total Transactions – Total Transactions failing Standard) / Total Transactions) * 100 = Percentage Response Time (as calculated by rounding to the second decimal point).
4) Performance Credit.
(a) Where Percentage Response Time is greater than 95.00%, no Performance Credit will be due to Subscriber.
(b) Where Percentage Response Time is equal to or less than 95.00%, Subscriber shall be due a Performance Credit in the amount of 1% of the Services Fees (as calculated on a monthly basis for the reporting month) for each full 5% reduction in Percentage Response Time.

Technical Support Problem Response Service Level.

1) Definition. “Total Problems” shall mean the total of problems occurring in the reporting month.
2) Service Level Standard. Problems shall be confirmed as received by Service Provider 100% of the time each reporting month, in accordance with the Request Response Time associated with the Problem Severity Level.
3) Calculation. ((Total Problems – Total Problems failing Standard) / Total Problems) * 100 = Percentage Problem Response (as calculated by rounding to the second decimal point). Note: This Calculation must be completed for each Problem Severity Level.
4) Performance Credit.
(a) Problem Severity Level 1 – 2.
(1) Where Percentage Problem Response is greater than 98.00%, no Performance Credit will be due to Subscriber.
(2) Where Percentage Problem Response is equal to or less than 98.00%, Subscriber shall be due a Performance Credit in the amount of 1% of the Services Fees (as calculated on a monthly basis for the reporting month) for each full 1% reduction in Percentage Problem Response
(b) Problem Severity Level 3 – 4.
(1) Where Percentage Problem Response is greater than 90.00%, no Performance Credit will be due to Subscriber.
(2) Where Percentage Problem Response is equal to or less than 90.00%, Subscriber shall be due a Performance Credit in the amount of .5% of the Services Fees (as calculated on a monthly basis for the reporting month) for each full 1% reduction in Percentage Problem Response.

Technical Support Problem Resolution Service Level.

1) Definition. “Total Problems” shall mean the total of problems occurring in the reporting month.
2) Service Level Standard. Problems shall be resolved by Service Provider 100% of the time each reporting month, in accordance with the Request Resolution Time associated with the Problem Severity Level.
3) Calculation. ((Total Problems – Total Problems failing Standard) / Total Problems) * 100 = Percentage Problem Resolution (as calculated by rounding to the second decimal point). Note: This Calculation must be completed for each Problem Severity Level.
4) Performance Credit.
(a) Problem Severity Level 1 – 2.
(1) Where Percentage Problem Resolution is greater than 99.00%, no Performance Credit will be due to Subscriber.
(2) Where Percentage Problem Resolution is equal to or less than 99.00%, Subscriber shall be due a Performance Credit in the amount of 5% of the Services Fees (as calculated on a monthly basis for the reporting month) for each full 1% reduction in Percentage Problem Resolution.
(b) Problem Severity Level 3 – 4..
(1) Where Percentage Problem Resolution is greater than 90.00%, no Performance Credit will be due to Subscriber.
(2) Where Percentage Problem Resolution is equal to or less than 90.00%, Subscriber shall be due a Performance Credit in the amount of 1% of the Services Fees (as calculated on a monthly basis for the reporting month) for each full 1% reduction in Percentage Problem Resolution