Support terms: SaaS

1. Introduction

This document describes Skyline's service level terms for its SaaS (the "SaaS SLA").

This SaaS SLA applies to all Skyline's SaaS solutions. The User accepts this SaaS SLA when placing SaaS orders at Skyline. Any deviations from this SaaS SLA shall only be valid upon written agreement by Skyline, and any User terms on the same subject matter shall be deemed null and void.

2. Definitions

For the purpose of these Terms, the following terms shall have the meanings indicated below:

"Business Hours" means 9:00 AM until 4:30 PM, Monday through Friday, in the time zone of the geographically closest offices of Skyline (Izegem, Lisbon, Miami, or Singapore), excluding respective public holidays.
"Corrective Action" means a solution, workaround, or action plan that provides resolution of the User's Issue.
"Corrective time" means that part of the processing time when the Issue is being handled by Skyline in order to provide a Corrective Action to the User.
"DataMiner" means Skyline's monitoring and orchestration software platform commercialized under the trademark DataMiner.
"dataminer.services" means Skyline's collaboration platform located at https://dataminer.services/.
"Force Majeure" means unforeseeable and unavoidable events or circumstances beyond a Party's control that may excuse or delay the fulfillment of this SaaS SLA.
"Issue" means the inability to log in to the SaaS, or the meaning given to it in its corresponding Priority Level as described in this SaaS SLA.
"Maintenance" means the installation of Updates and/or Upgrades.
"Party" means Skyline or the User.
"Parties" means both Skyline and the User.
"Response time" means the time given to Skyline to provide a notification of proper receipt and follow-up to the User.
"Skyline" means Skyline Communications N.V. and any other group company.
"SaaS" means the online version of DataMiner, or a part thereof, a software application provided by Skyline. This service is accessed over the internet and is hosted on the Microsoft Azure platform.
"Support" means Skyline's technical assistance through its dataminer.services platform and by telephone or remote connection.
"Support Services" means the service of providing of Maintenance and Support for the SaaS.
"Updates" means optimizations and bug fixes for the SaaS.
"Upgrades" means the provision of improvements and new functionalities for the SaaS.
"User" means the customer that uses SaaS.

In addition to the terms defined in this section, other terms and phrases that are capitalized in this Agreement shall have the meanings ascribed to them in the context in which they are used in the relevant sections of these terms.

3. Monthly Uptime

Skyline shall issue a Credit to User if Monthly Uptime falls below 99 % of the total minutes in any calendar month, based on the table below.

Monthly Uptime as a percent of minutes in the month	Credit: percent of that month's SaaS fees
< 99 %	5%
< 97 %	25%
< 95 %	50%

As used above:

"Monthly Uptime" means the total minutes in the month minus the minutes of Downtime suffered during such month; provided Downtime of less than 2 minutes does not count for such purposes, in the aggregate or otherwise.
"Credit" means a credit against future SaaS fees. Credits (a) do not apply to other amounts User may owe Skyline, (b) apply to outstanding or future invoices only, and (c) must be requested in good faith and through a documented submission of an Issue ticket within thirty (30) days after the end of the relevant month in which Skyline did not meet the Monthly Uptime for the SaaS. Skyline is not required to issue refunds or to make payments against Credits under any circumstances, including without limitation termination of this Agreement.
"Downtime" means any period during which the User cannot log in to the SaaS, other than because of errors of User or its agents or failures of software or equipment operated by User or under its control. Notwithstanding the foregoing, Downtime does not include: (a) Scheduled Maintenance; or (b) failures due to Force Majeure. Downtime begins when User submits a Downtime ticket.
"Scheduled Maintenance" means any period of Maintenance on the SaaS, provided Provider has given User three days' notice of such maintenance.
"Downtime ticket" means a ticket properly submitted through Skyline's 24/7 telephone Support helpdesk.

4. Support, Ticketing

Skyline shall provide Support to the User for Issues. On-site support is not included in the Support Services.

When the User encounters an Issue with the SaaS or wishes to receive Support for another reason, the User can at their choice open a ticket for Support or call Skyline's Support helpdesk.

Tickets for Support can be generated through dataminer.services.

Support is available during Business Hours only, except if the User has purchased an Out of Business Hours Support plan. If the User wishes to create a ticket in follow-up of their telephone support, the User needs to generate a ticket through Skyline's dataminer.services.

The User can always consult the status of their tickets on Skyline's dataminer.services. The ticket number will be used by Skyline for the entire life cycle of the specific Issue or question.

To be able to assist the User in an efficient manner, when generating a ticket or calling Skyline's Support helpdesk, when reasonable required, User shall provide (a) reproducible test case, and (b) any log files, trace and systems files. The User's failure to provide this information may prevent Skyline from identifying and fixing the Issue.

5. Ticket Priority Levels

Depending on the Priority Level of a ticket, Skyline will address the ticket within the time frames set out below. Response Time will commence once the ticket for the Issue has been created by the User. Corrective Time will commence once Skyline is able to reproduce the Issue. Corrective Time does not include the time when the Issue is on status "Awaiting Customer Input" or "Corrective Action Proposed". When the Corrective Action consists of an action plan, it shall always conclude the planned next steps, required User actions, and, if possible, a timeline for the next steps.

The following Priority Levels shall be distinguished and assigned by Skyline:

Level 1 priority: a condition where an occurrence renders the SaaS entirely unusable for the User, and no workaround is available. This includes for example a complete outage of the SaaS.

Level 2 priority: a condition where an occurrence partly renders the SaaS inoperative for the User (possibly solved by means of workarounds or fallback mechanisms).

Level 3 priority: A condition where an occurrence affects the SaaS but does not have a significant operational impact for the User (possibly solved by means of workarounds or fallback mechanisms).

Priority Level	Availability	Response Time	Corrective time
Level 1	Business Hours	1 Business Hour	12 Business Hours
Level 2	Business Hours	8 Business Hours	16 Business Hours
Level 3	Business Hours	24 Business Hours	N/A

6. Miscellaneous

Credits provide User's sole remedies and Skyline's sole liabilities and responsibilities for Downtime, below-target Monthly Uptime, and below-target Issue Response - and Corrective time; provided this sentence does not restrict User's right, if any, to terminate their SaaS agreement for material breach. Under no circumstances is Provider required to issue Credits in excess of 50% of any calendar month's fees.