Service Legal Agreement

This Service Level Agreement (the SLA) shall constitute an integral part of the Agreement.

Updated February 16, 2021

Service Definitions: In this SLA the following capitalised terms shall have the meanings assigned to them hereunder;

“Business Days”are all weekdays (Monday through Friday) excluding national holidays which are Malta statutory holidays.
“Business Hours”are hours from 09.00 – 17.00 Central European Time all weekdays (Monday through Friday) excluding national holidays which are Malta statutory holidays.
“Incident”means any Critical, Major or Minor disturbances to the Service as specified in Incident and Support Case Prioritization table.
“Errors”means the performance of the Service contrary to its specifications as set forth in the Agreement.
“Maintenance Services”means the Software Support Services (as defined below) and Technical Services (as defined below).
“Maintenance Release”means a partial or complete version of a Service release updated with one or more Error corrections that Fast Track makes available in order to correct problem(s) in the Service.
“Critical Real Time Events”means any customer registration, login, payment and consent update event delivered to Fast Track using the integration API.
“Real Time Event Process Time”means the time it takes for Fast Track from when a Critical Real Time Event is registered in Fast Track system, until its been processed in Fast Track system.
“Routine Maintenance”means a short downtime, not exceeding 10 minutes, necessary for quick updates and patches requiring reboots or restarts may be scheduled weekly as needed.
“Service”has the meaning given to it in the Agreement.
“Service Month”means each calendar month during the Term.
“Service Month Minutes”means the total number of minutes in the Service Month.
“Scheduled Maintenance”means monthly or otherwise scheduled downtime necessary for more significant enhancements of the Service.
“Scheduled Maintenance Minutes”means the total number of Scheduled Maintenance minutes in the month.
“Unavailable Time”means the time outside of Scheduled Maintenance and Routine Maintenance that the Client was not able to access the material and significant portions of the Service necessary during the Service Month thereby.
“Upgrade Release”means a partial or complete new version of the Service.
“Uptime Percentage”means, for a particular Service Month, the number that is calculated as follows: 100% - ([Unavailable Time / Service Month Minutes] x 100) By way of example only, if the Client is unable to access the website for a period of 10 hours, the Uptime Percentage is therefore: 100% - ([600 minutes unavailable time / Total Service Month Minutes] x 100) = 98.63%.

Capitalised terms used in this SLA and not defined herein shall have the same meaning as that assigned to them in the General Terms and Conditions.

  1. Maintenance Services Provided

    Fast Track shall provide the Client with Maintenance Services consisting of:
    • Software Support Services (as defined below)
    • Technical Services (as defined below)
    • managed infrastructure
    “Software Support Services” provides the Client with support related to the Service provided for the Client under the Agreement, including:
    • Remote support for handling of trouble reports and requests;
    • Remote support for Incident determination, analysis and resolution;
    • Server, network and services problem resolution;
    • Access to maintenance releases and/or workarounds to solve Errors and malfunctions in the Service;
    • Access to Upgrade Releases.
    Fast Track shall provide a single point of contact during office hours, for reporting of faults and incidents with the Service as well as also provide the Client with answers to technical questions, documentation, operation, etc.
    “Technical Services” will consist of Service infrastructure maintenance support and other related technical services, including:
    • Integration of Service and approved third party software;
    • Troubleshooting;
    • Integration of Service application releases and updates;
    • Baseline monitoring of server, network, client and other applications availability;
    • Monitoring of component performance and availability;
    • 24 hours a day, 7 days a week availability monitoring, incident management and resolution, application releases, server and client component maintenance, and service reporting;
    • Service configuration and management (Fast Track is responsible for all parts of the Service except features, functions and content that directly depend on the Client; the Client is responsible for any APIs required to supply said features, functions and content);
    • Administration of database maintenance and backup services, recovery and restoration of information in the event of data corruption or data loss;
    • Provision of service reporting (i.e. API availability, Service being down, alarms in Fast Track systems etc.).

  2. Details of Service Levels and Reliability of Supply

    1. Standard Support For standard support under this SLA the following hours of coverage and means of contact is applicable.
      Severity LevelPriority 1Priority 2Priority 3Priority 4
      Support Service AvailableSee Emergency SupportBusiness HoursBusiness HoursBusiness Hours
      Reporting MethodE-mail and PhoneE-mail and PhoneE-mailE-mail
    2. Emergency Support The emergency support will provide technical assistance for Priority 1 Incidents. The emergency service is available 24 hours 7 days a week 365 days a year.
      The emergency service will help to restore the service and system availability in case of a critical incident.
    3. Incidents- Hours of Coverage and Means of Contact For Incidents the following hours of coverage and means of contact is applicable.
      Severity LevelPriority 1Priority 2Priority 3Priority 4
      Incident Service AvailableAs set out in 2.2 aboveBusiness HoursBusiness HoursBusiness Hours
      Reporting MethodPhoneE-mail and PhoneE-mailE-mail
    4. Incidents and Support
      1. Incident and Support Case Prioritization
        PriorityImpact Description
        1Operation stopped“Priority 1” (Critical) – Interruption in the Service that severely impacts the Client’s operations. Examples:
        • System outage;
        • Critical functionality not available;
        • Corruption of data or repeated loss of data;
        • Repeated software failures resulting in frequent interruption of service.
        2Operation disrupted“Priority 2” (Major) – Interruption in the Service causes the system to operate in restricted fashion. Workaround is available, or functionality loss is not critical to Service operation. Examples:
        • Minor degradation of performance
        • Incorrect behaviour with minor impact to the Client’s operations
        3Insignificant difficulties“Priority 3” (Minor) – Interruption in the Service causing little or no loss of service. This category includes cosmetic errors or defects where the impact to the Client’s operations is minor. Goal for priority 3 issues is to provide a work-around and to include a permanent solution in the next Maintenance Release. Examples:
        • Documentation errors requiring correction or clarification.
        • Usability issues.
        • Affects a minority of the end-user base
        4Support Requests“Priority 4” (Requests) – Support requests directly related to single end-user or functions. This category does not include disturbances or errors in the Service. The goal is to solve these requests in the next Maintenance Release.
        Examples:
        • Reports
        • Single end-user investigations
        • General information and questions
      2. Response Time/Reporting
        PriorityResponse TimeOn-Going Status Reporting Incident Report Provided Within
        1<30 minutesEvery 1 hour2 Business Days
        2<2 hours*Every 4 hours*2 Business Days
        3<8 hours*N/AN/A
        4<8 hours*N/AN/A
        (*) during Business Hours
      3. Escalation Flow and Resolution Time
        Fast Track shall initiate the following process:
        • an automated alert and/or alarm notifies an operations group technician at Fast Track who initiates Incident determination; the Client shall have an opportunity to escalate the Incident priority if it deems fit;
        • the technician notifies the Client and provides ongoing communication regarding the status of the Incident;
        • Fast Track operations group attempts to provide restoration of Service or a temporary fix or workaround within:
        • one (1) hour from notification of the error for case with priority 1;
        • four (4) Business Hours from notification of the error for case with priority 2.
      4. Escalation Matrix
        The escalation matrix contains contact information for counterparts at Fast Track and the Client. The parties agree to keep the escalation matrix updated, in the format defined below, available at all times.
        RoleNameContactNameContact
        Technical Support
        Emergency Support
        Incident Manager
        Escalation
        Support Contacts
        Release information Unless otherwise agreed, all Fast Track CRM end users will automatically be considered opted-in for Release and service infromation. The information distributed to this address is the release notes, service window times & dates and also the detailed technical information required to be read and understand prior to a service window. The Client can add additional stakeholders or an email group to be included.
        Incident Information Unless otherwise agreed, All Fast Track CRM end users will by default receive incident updates and information.
    5. Security and Safety of Client data and data collected by the Fast Track system Any transfer of files between Fast Track and any other firm or third party will be in accordance with the provisions of the Data Protection Addendum to be executed between the Parties.

  3. Uptime Percentage of 99.50%

    Fast Track will use commercially reasonable efforts to ensure Uptime Percentage of 99.50% for any Service Month.
    The Client may terminate the Agreement with immediate effect and at no cost to it should the total cumulative Uptime Percentage for the Service in any three (3) consecutive Service Months fall below 98.50%:
    Provided that in the event that the Client terminated the Agreement with immediate effect in accordance with the above provision, Fast Track agrees that it shall, for a period of three (3) months from termination, continue to provide the Services (as defined in Schedule A) to the Client.
    Occasionally, servers and related hardware need to be brought down for routine maintenance and upgrades to ensure that our product is secure and performing optimally. If disruption of availability of the Service is necessary, Fast Track shall at all times attempt to notify the Client at least five (5) Business Days prior to the scheduled work. This notification will include a high level description of the necessary work and the duration of the service window. Every effort will be put forth by Fast Track to ensure that the service window is discussed and agreed with the Client first, and that servers are taken off-line in a manner that will minimize interruption of connectivity and access to network and server resources.
    These events will be considered Scheduled Maintenance and such Scheduled Maintenance Minutes will not be considered as downtime and thus not reduce the Uptime Percentage. Fast Track will aim to keep Scheduled Maintenance Minutes to an absolute minimum and must never exceed 480 minutes in any one calendar quarter. Any Scheduled Maintenance Minutes in excess of the 480, will count towards the Uptime Percentage.
    Fast Track is not responsible for outages or circumstances beyond its reasonable control such as, but not limited to, the following:
    • Service unavailability during a service window;
    • Network conditions across the internet (outside of our network), such as between the end Client’s ISP and Fast Track’s servers
    • Incorrect data sent to Fast Track in live data feed.
    • DDoS or other attacks on Fast Track’s servers
    • Problems with the Client’s ISP network
    • Browser or DNS caching issues
    • Incidents caused by work, changes or alterations made by the Client
    • Unavailability or non-responsiveness in the Client’s systems needed to fulfil any provided Service
    • Service unavailability due to Force Majeure.

    Any downtime arising from any of the above situations will not be considered as downtime for the purpose of determining the Uptime Percentage.
    The Client acknowledges and agrees that neither Fast Track nor any of its members, shareholders, directors, officers, employees or representatives shall be liable to the Client for any direct, special, indirect, consequential, punitive or exemplary damages, or damages for loss of profits or savings, in connection with temporary disruptions caused by the above-mentioned events.

  4. Processing of Real time events

    Fast Track undertakes best endeavors to ensure that the average Real Time Event Process Time in a Service Month is kept below two (2) seconds. Provided that if in a Service Month the average Real Time Event Process Time is more than 2 seconds, and such is not due to any circumstances beyond its reasonable control or any external dependencies on the part of Fast Track to provide the service to the Client, and where the Real Time Event Process Time is deemed business critical by the Client, Fast Track shall endeavour to remedy this within a period of thirty (30) days from written notification from the Client to this effect.

  5. responsibility

    Fast Track application management and execution is Fast Track’s responsibility. The environment that the Fast Track application is executing in and access to that environment and outside that environment is the responsibility of Client. In case of any disruptions to that environment Fast Track should immediately notify the Client.

  6. Remedies

    The Client agrees and accepts that the sole and exclusive remedies of the Client for any breach by Fast Track of this SLA are solely and exclusively the remedies outlined in this SLA.