These terms for the Service Level Agreement are expressly incorporated into the Master Services Agreement entered into by IntelePeer and Customer (the “Agreement”). These terms outline the specific service levels (“SLAs”), which IntelePeer has agreed to provide to Customer, for Contact Center Services, pursuant to the terms set forth herein.
Defined Terms.Capitalized terms not otherwise defined herein shall have the same meaning as in the SA.
Term.This Agreement shall expire upon expiration or termination of the SA.
SLA Category and Penalties:
Atmosphere Contact Center Platform Uptime/Downtime
Delivery of Monthly Service Level Reports. Upon request, within 5 days after the expiration of each calendar month, IntelePeer shall deliver a report setting forth, its performance with respect to the SLA during the prior calendar month (the Service Level Report). If the Customer disagrees with the Service Level Report, the Customer shall have the right to deduct from the invoice the amount it feels is due and pay the undisputed portion. The Customer will work with IntelePeer to resolve the disputed amount.
Atmosphere Contact Center Platform Uptime/Downtime Requirements:
IntelePeer will calculate the performance standards for the Atmosphere Contact Center Platform (the “Platform Service Level”) for each calendar month of service during the term of the SLA in accordance with the terms of this paragraph. If a “Service Level Penalty” is due to the Customer pursuant to the chart below, the monthly invoice will include a discount line as well as a report that indicates the Platform Service Level achieved during the invoice month. The maximum Platform Service Level penalty for the SLA in any month will be 20% of the monthly fees due pursuant to the SA, unless a higher discount is discussed with and approved by IntelePeer prior to the end of the invoice period in question.
The following measurement and penalty will apply:
|Platform Service Level Performance Measurement (Based Upon Monthly Calculations)||Service Level Penalty (Percentage of Monthly Invoice)|
Platform Service Level Calculations:
The actual number of days in each month will be utilized to calculate the total number of hours in each month of the year. For example, the month of May has 31 days with 24 hours in each day yielding a total number of 744 hours. The total number of downtime hours and the total monthly hours will be used in the Platform Service Level calculation per the following example:
May total hours = 744
Downtown hours = 3
Downtime percentage = 3 ÷ 744 = .40%
Service Level = 1- .40%=99.60%
Downtime conditions that contribute to Service Level calculations:
Downtime is defined as a period during which an application is prevented from taking calls or unable to perform necessary functions. The following conditions shall, without limitation, constitute “downtime” for purposes of the Platform Service Level calculation:
- The Platform is down for any time period
Downtime conditions that do not contribute to Service Level calculations:
The following conditions shall not constitute “downtime” for purpose of the Platform Service Level calculation:
- Any inability to provide the PLATFORM solution to the Customer which arises solely out of a condition affecting the Customer platform.
- Any scheduled maintenance as described below;
- A force majeure event caused by acts of God, civil unrest, strikes, labor disputes, governmental demands or requirements, or service interruptions from underlying telecommunications carriers or other service providers.
The Atmosphere Contact Center Platform will be available to the Customer seven (7) days per week and twenty-four (24) hours per day. Exceptions may include planned maintenance activities that may preclude accessibility. IntelePeer guarantees that the Customer will receive at least (1) days’ notice for any planned maintenance which should occur in the maintenance window time frame. The notification provided to the Customer will detail:
- Date and time of the planned maintenance
- Contact information for the person(s) making the change
- Justification for the work required
- Planned maintenance activities
- Anticipated Customer impact
- Back out plan in the event of an unexpected issue
IntelePeer has the right to cancel a scheduled maintenance with one (1) days’ notice. In such case, IntelePeer and the Customer will work together to reschedule the maintenance. Maintenance periods should be planned during the hours with the least amount of traffic.
In the event the Atmosphere Contact Center Platform is generating errors and must be immediately updated, IntelePeer shall promptly initiate an emergency change and will notify the Customer thereof at least 1 hour prior to any changes being made on the Atmosphere Contact Center Platform.
Service Level Exclusions:
No SLA credit under this Attachment will apply to the failure of the Service to comply with the SLA caused, in whole or in part, by any of the following:
- Force Majeure events as defined in the Agreement.
- Failure of Customer’s premises equipment or equipment of Customer’s vendor other than IntelePeer.
- Failure of local facilities or other connection between Customer and IntelePeer network, which is not provided by IntelePeer.
- Customer’s negligence or willful misconduct, which may include Customer’s failure to follow agreed-upon procedures.
- Any acts or omissions of Customer or any third party (including but not limited to, Customer’s agents, contractors or vendors), including, but not limited to (i) failing to provide IntelePeer with adequate access to facilities for testing, (ii) failing to provide access to Customer premises as reasonably required by IntelePeer (or its agents) to enable IntelePeer to comply with its obligations regarding the Service, (iii) failing to take any reasonable remedial action in relation to the Service as recommended by IntelePeer, or otherwise preventing IntelePeer from doing so, or (iv) any act or omission which causes IntelePeer to be unable to meet any of the SLAs.
- Any emergency maintenance as well as any scheduled maintenance periods of which Customer has been notified of such maintenance.
- Any suspension or disconnection of the Service by IntelePeer as permitted under the Agreement.
Any failure to substantially meet a particular SLA above in a particular month will entitle Customer to the SLA credits as set forth above on the Services provided during the month in which the SLA failure occurred and any consecutive subsequent months during which IntelePeer continues to fail to meet the applicable SLA; provided however, to be entitled to a service credit, (i) Customer must have notified IntelePeer of the SLA failure within thirty (30) calendar days from when the service-impacting event first occurred, (ii) Customer must have reasonably cooperated with IntelePeer in addressing any reported Service problems; (iii) no SLAs will apply to newly installed services or to Service reconfigurations requested by Customer, until five (5) business days after completion of the installation or Service reconfiguration, as applicable; (iv) no Service Level Exclusions as set forth above have occurred; and (v) IntelePeer has approved the Customer’s network architecture, including its redundant and diverse interconnections.