Vorboss Service Guarantee v3.0
This Service Guarantee is incorporated into General Terms or Service Provider Agreements (as applicable) between Vorboss Limited, a company incorporated in England and Wales (company number 05678571; “Vorboss”); and you (“Customer”); and the “Agreement” or “Agreements” shall have the meaning defined in that document.
Unless stated otherwise in this Service Guarantee, capitalised terms set out in this Service Guarantee have the meanings set out in clause 1 (Definitions and Interpretation) of the Agreement, and in addition the following terms shall have the following meanings:
“Outage” means any period during which the Service is unavailable, excluding Permitted Downtime;
“Permitted Downtime” means any periods during which the Service is unavailable as a result of: (a) scheduled maintenance (of which Vorboss may, but shall not be obliged to, provide up to 24 hours notice); (b) Vorboss’s suspension of the Service due to technical reasons, network testing and/or upgrades; or (c) any act or omission by the Customer or any maintenance or downtime of the Customer’s systems;
“Reimbursement” means the reimbursement of Charges to which the Customer is entitled in respect of a Service Failure, calculated in accordance with section 3.5 below;
“Service Failure” means a failure to meet a Service Level;
“Service Level” means a service level set out in a Work Order; and
“Support Coverage Hours” means the hours during which Vorboss supports a particular Service as specified in the ‘Support Coverage’ column of the Service Levels table in the relevant Work Order.
This Service Guarantee sets out the standards to which Vorboss shall deliver the Services to the Customer pursuant to the Agreement and each Work Order. Subject to the other provisions of this Service Guarantee, Vorboss shall provide the Services so as to meet or exceed the Service Levels set out in the relevant Work Order.
2. Service Level Measurement
In assessing whether a Service Failure has occurred, or whether a Service Level has been achieved, the Parties shall disregard any events or periods in respect of which Vorboss fails to achieve the relevant Service Level caused by:
(A) the Customer’s breach of the Agreement or the relevant Work Order;
(B) any act or omission of the Customer, its employees, agents or representatives;
(C) a Force Majeure Event;
(D) the Customer’s use of the Services in non-compliance with the Agreement, the relevant Work Order or Vorboss’ instructions or advice;
(E) the Customer’s failure or delay in complying with the reasonable instructions of Vorboss;
(F) the failure of the Customer’s employees, agents or representatives to provide such assistance or co-operation as is reasonably requested by Vorboss (including the provision of information or the supply of the necessary power or facilities) or to be contactable by Vorboss to confirm the relevant Service is restored;
(G) any failure or delay in the resolution of an Outage caused by the Customer, its employees, agents or representatives;
(H) any refusal or delay in allowing Vorboss, its employees, agents or sub-contractors to access (whether physical or virtual) the Customer’s premises or systems for any reason, including to diagnose, repair or prevent any fault or issue; or
(I) a failure of any network, equipment, circuit or software not operated or controlled by Vorboss.
The following principles will apply for the purposes of calculating whether the ‘Availability Target’ for a Service specified in the relevant Work Order has been met:
(A) the performance against the ‘Availability Target’ for the relevant Service is measured per calendar month;
(B) each Work Order will specify the ‘Availability Criteria’ for the relevant Service, and the Service will be considered to be ‘available’ if the Service meets (or exceeds) such ‘Availability Criteria’;
(C) the measurement of the duration of any Outage shall exclude Permitted Downtime; and
(D) for the purposes of calculating the duration of any Outage:
(i) (subject to section 2.3 below) such Outage shall commence on the earlier of: (a) Vorboss’s receipt of the Customer’s written notification of the relevant Outage (including via Vorboss’s online helpdesk available at https://secure.vorboss.net); (b) the Customer’s receipt of written acknowledgement following the Customer’s telephone notification of the relevant Outage (using the 24-hour telephone support line operated by Vorboss); and (c) Vorboss’s written notification of the relevant Outage to the Customer; and
(ii) such Outage shall cease at the point that the Service is restored as recorded on Vorboss’s fault management system.
In relation to Outages taking place outside of Support Coverage Hours, for the purposes of section 2.2(D)(i) above the commencement of the Outage shall be the point at which such Support Coverage Hours restart.
Subject to sections 3.2 and 3.3, the Customer shall be entitled to receive Reimbursement in respect of a Service Failure calculated in accordance with section 3.5.
The Parties agree that the aggregate amount of Reimbursement payable in respect of a Service:
(A) in any calendar month shall not exceed the Charges paid in respect of that Service in that calendar month; and
(B) in any calendar year shall not exceed the Charges paid in respect of that Service in that calendar year.
In each month in which the Customer is entitled to Reimbursement pursuant to this Service Guarantee, the Customer shall submit a written claim to its Vorboss account manager within three (3) calendar months from the calendar month in which the relevant Service Failure(s) occurred (“Reimbursement Claim Period”). If the Customer fails to submit its claim within the Reimbursement Claim Period, notwithstanding clause 9.7 of the Agreement, the Customer waives its right to receive such Reimbursement . Vorboss shall pay the Reimbursement to the Customer via bank transfer to such bank account as notified by the Customer within twenty (20) Business Days of receipt by Vorboss of a valid claim for Reimbursement within the Reimbursement Claim Period.
Reimbursement is the Customer’s sole and exclusive remedy in respect of any Service Failure and any root cause giving rise to such Service Failure.
Subject to section 3.2 above, the Reimbursement payable in respect of any Service Failure shall be calculated in accordance with the following ratio and as set out in the table below:
x:y where: x is the total actual duration of the relevant Outage in a calendar month (measured in minutes and seconds); and y is the total Outage duration in a calendar month permitted under the ‘Availability Target’ for the relevant Service, each measures in minutes and seconds.
|Less than 10:1||0%|
|Greater than 200:1||100%|
1 % of the monthly Charge for the relevant Service