Standard Service Level Agreement
This Service Level Agreement (the "SLA") applies if (1) PKB is party to a written, in-force and binding contractual agreement with the Customer (the “SaaS Agreement”), and (2) the SaaS Agreement incorporates this SLA directly (as a schedule, exhibit or similar) or by referring to this SLA or generally to PKB’s Service Level Agreement.
PKB may change its standard Service Level Agreement at any time. The version of this SLA that shall apply under the SaaS Agreement at any particular time during the term of the SaaS Agreement shall be the then-current version of this SLA issued by PKB at that time. This SLA is published and the then-current version can be viewed by the Customer at any time.
1. Availability Service Commitment
Subject always to the Exclusions (in relation to which PKB shall have no responsibility or liability), PKB will use commercially reasonable efforts to achieve, in each Relevant Month, a Monthly Uptime Percentage of not less than 99.9% (the "Availability Service Commitment").
The Monthly Uptime Percentage shall be calculated using the following formula, for the purposes of which Possible Availability and Unavailability shall be measured in minutes:
2. Maintenance & Emergency Action
Subject always to paragraph 2 of this Section 3, PKB aims to inform the Customer at least 24 hours before maintenance takes place. Normally PKB will inform the Customer via a post to PKB Status. If PKB Status becomes unavailable PKB will, instead, inform the Contract Manager. (The Contract Manager is the person specified by the Customer in or under the SaaS Agreement, for PKB to contact.)
PKB reserves the right to perform maintenance or suspend the SaaS without informing the Customer in advance. PKB will inform the Customer about the reasons for unscheduled maintenance or suspension.
3. Support Desk Service Commitment
Subject always to the Exclusions (in relation to which PKB shall have no responsibility or liability) and to Section 3(3) and Section 3(4), for each Incident that is submitted to it by the Customer, PKB will (the “Support Desk Service Commitment”):
based on the information given by the Customer, log the Incident and assign to it one of the Priority Levels stated in the table in Section 3(2) (the “Support Desk Service Table”);
(counting from the day and time when the Customer first submits information about the Incident to PKB) use commercially reasonable efforts to give the Customer a Response within the target Response Time stated in the Support Desk Service Table for the applicable Priority Level, except where the Customer submits the Incident to PKB by telephone; and
(counting from the day and time when PKB has completed so logging and assigning the Incident, and the Customer has provided all further information requested by PKB in its Response) use commercially reasonable efforts to achieve a Resolution of the Incident within the target Resolution Time stated for the applicable Priority Level in the Support Desk Service Table;
send an escalation email to PKB’s Customer Service Level 1 if a Resolution of the Incident is not achieved within the target Resolution Time stated for the applicable Priority Level in the Support Desk Service Table (and list the relevant Incident on PKB’s Service Desk dashboard as ‘Overdue’).
The Customer must submit Incidents in accordance with the following:
Incidents may be submitted to PKB only by specialist IT technical employees of the Customer who have appropriate qualifications, experience and knowledge of the PKB Services and the Customer’s equipment, computers, networks, infrastructure, software, services, facilities and technology (the “Customer Competency Centre”);
before any particular Incident is submitted to PKB, the Customer must ensure that the Customer Competency Centre takes reasonable steps to verify that the Incident is caused by matters within PKB’s reasonable control and not by matters within the reasonable control of the Customer, any of the Customer’s other service providers or suppliers, or any other third party;
all Incidents must be submitted by the Customer Competency Centre either the web or email channels stated in Section 3(5); and
Incidents may be submitted by the Customer Competency Centre also by the relevant telephone channel stated in Section 3(6), but only if the Customer Competency Centre (acting reasonably) has concluded that the Incident will have a Priority Level of 1 (Urgent) or 2 (High).
If any Incident is submitted to PKB via the web or email channel outside of Support Hours, the Incident shall be deemed to have been submitted to PKB at the time when Support Hours next resume.
The details of the web and email channels for the Customer Competency Centre to use for submitting Incidents are as follows:
The details of the telephone channels for the Customer Competency Centre to use for submitting Incidents are as follows:
UK Freephone +44 (0) 800 088 5827 EXT 2 -or- +44 (0) 1223 790 708 EXT 2
USA / Rest of World +1 650 360 5495 EXT 2
The Availability Service Commitment and the Service Desk Service Commitment shall not apply to, for or in relation to any of the PKB Services, and PKB shall have no responsibility or liability in respect of the Availability Service Commitment, the Service Desk Service Commitment or the PKB Services, to the extent that any of the following occur:
any termination or suspension of the PKB Services (or exercise by PKB of any of its other rights or remedies under the SaaS Agreement) in accordance with the SaaS Agreement;
any Planned Maintenance;
any Force Majeure Event, including the following;
any action or inaction by or for the Customer or any third party;
any error, failure, operation or interruption of any equipment, computers, networks, infrastructure, software, technology, services or facilities other than PKB’s proprietary software; or
any error, failure, operation or interruption of any services provided to or used by the Customer, PKB by any third party (including providers of connectivity, hosting, or management or outsourced services relating to any computers, networks, infrastructure, software or services).
5. Definitions and interpretation
In this SLA the following terms shall have the following meanings, and the following rules of interpretation apply in addition to those stated in the SaaS Agreement:
“Incident” means any occasion when the PKB Services are to any extent Unavailable (except where the Unavailability is caused by Planned Maintenance or any Exclusions) or operating otherwise that in accordance with the specification for the relevant version of the PKB Services.
“Exclusions” means the matters referred to in Section 4.
“Monthly Uptime Percentage” shall be calculated in accordance with Section 1(2) of this SLA.
"Planned Maintenance" means any Unavailability of the PKB Services which is announced by PKB via PKB Status at any time before the PKB Services become Unavailable.
“PKB” means Patients Know Best Limited (a private company limited by shares and registered in England and Wales with company registration number 06517382).
"PKB Services" means the SaaS API and the Production SaaS.
“PKB Status” means the information portal operated by PKB at http://pkbstatus.com or such alternative URL as PKB may inform the Customer about from time to time.
“Possible Availability” means the number of minutes in any Relevant Month, less the total number of minutes of Unavailability during such Relevant Month spent on Planned Maintenance or caused by or attributable to any Exclusions.
“Relevant Month” means any month during the period of time from the date that is three (3) months from and including Go Live to the date on which the SaaS Agreement expires or terminates.
“Resolution” refers to the resolution of an Incident, and resolution of any Incident shall be achieved if the PKB Services are Available and operating without error (and resolution may be achieved by any means (including by any workaround, such as reverting to an earlier version of the PKB Services)).
“Response” means any acknowledgement from PKB to the Customer confirming that PKB has received the Incident submission from the Customer, or a request from PKB to the Customer for further information from the Customer about the Incident.
“Support Hours” means from 8am to 8pm (Greenwich Mean Time) on each Business Day and on Saturdays.
"Unavailable" means the connectivity service used by the Customer to access the internet is fully available and providing full bandwidth and throughput, and the Third Party Software (and all associated infrastructure except for PKB’s own infrastructure) is fully available, and such connectivity, Third Party Software and infrastructure are fully operational and operating in accordance with their specifications without any error or interruption in service or transmission, but:
the SaaS API has no external connectivity, such that the Standard Integrations and any New Integrations are entirely unable to operate; or
the Production SaaS (whether accessed via N3, WWW or regional variant) has no external connectivity, such that Authorised Users are entirely unable to access the Production SaaS or use any of its functionality,
and the term “Unavailability” shall be construed accordingly.
The terms “SLA” and “SaaS Agreement” have the meanings given to them in the opening paragraph of this SLA. The term “Availability Service Commitment” has the meaning given in Section 1(1) of this SLA. The terms “Support Desk Service Commitment” and “Support Desk Service Table” have the meanings given in Section 3(1) of this SLA.
Terms defined in the SaaS Agreement (including terms defined in documents, other than this SLA, which are incorporated by reference into the SaaS Agreement, as such terms are amended by the SaaS Agreement) have the meanings given to them in the SaaS Agreement where such terms are used in this SLA.
In this SLA references to a “Section” or “Paragraph” are to sections, and paragraphs within sections, of this SLA, and composite numerical references (for example, Section 5(15)) shall be interpreted as referring to the stated section and paragraph (the example given being a reference to paragraph 15 of Section 5).