Service Level Agreement

1. SERVICE LEVEL AGREEMENT

This document outlines the service levels to be provided in the delivery of SaaS. It also provides service delivery parameters, against which the delivery of SaaS will be evaluated. Based on this assessment, Customers may be entitled to an adjustment to the service credits / license durations for the contracted services.

SERVICE UPTIME COMMITMENT

For the purpose of measuring the quality of service that Talview is delivering to Customers, Talview provides the following commitment:

• Talview will provide Customer access to the SaaS production application on a twenty-four hour, seven days a week (24x7) basis at a rate of 99.9 % (“SaaS Uptime Metric”).

• The SaaS Uptime Metric commences on the Go Live Date. “The Go Live Date” is the date at which Talview has concluded end-user testing, Talview has prepared production environment, Customer has become familiar with software, and at which point the Customer end-users access the production environment with production data.

VIDEO AVAILABILITY COMMITMENT

As a part of the complete delivery process, Talview commits to the following on the delivery of the processed videos:

• Talview will provide the completed videos for the completed sessions on the SaaS production application within a time span of 8 hours.

• Talview is committed to providing the videos for 97% of the sessions completed on the SaaS production application post completion of the session.

2. MEASUREMENT METHOD

Service Uptime will be measured using industry-standard Business Process Monitors (BPM) and independent third-party software. Monthly reports will be generated and provided to the Customer detailing uptime statistics, performance metrics, and any incidents of downtime. These reports will be reviewed quarterly with the Customer to ensure continued accuracy and transparency of measurement. This monitoring software will run from multiple global locations with staggered timing.

On a quarterly basis, the SaaS Services Uptime Metric will be measured using the measurable hours in the quarter (total time minus planned downtime, including maintenance, upgrades, etc.) as the denominator. The numerator is the denominator value minus the time of any outages in the quarter (duration of all outages combined) to give the percentage of available uptime (2,198 actual hours available / 2,200 possible available hours = 99.9 availability). An “outage” is defined as two consecutive monitor failures within a five-minute period, lasting until the condition has cleared.

3. BOUNDARIES AND EXCLUSIONS

The SaaS Services Uptime Metric shall not apply to performance issues caused by the following:

• Overall Internet congestion, slowdown, or unavailability resulting in the minimum internet speed not meeting the requirement of 5 mbps.

• Unavailability of generic Internet services (e.g., DNS servers) due to virus or hacker attacks,

• Force majeure events as described in the terms of agreement.

• Actions or inactions of Customer and / or Third parties contracted by the Customer (unless undertaken at the express direction of Talview) or third parties beyond the control of Talview.

• A result of Customer or Third-Party computer hardware, software, or network infrastructure not within the sole control of Talview.

• Scheduled SaaS infrastructure maintenance.

• Unscheduled maintenance of the SaaS infrastructure in an urgent situation.

• Unscheduled downtime necessary to address security incidents.

• Issues arising out of the volume / capacity usage exceeding the agreed capacity / load.

• Unscheduled downtime that may be required for legal or regulatory compliance.

  
  

4. REPORTING

Talview will provide a SaaS Services Uptime Metric Report (“Uptime Metric Report”) to the Customer upon request. If Customer does not agree with the Uptime Metric Report, written notice of the dispute must be provided to Talview within fifteen (15 days) of receipt of the Uptime Metric Report.

SOFTWARE-AS-A-SERVICE CREDITS

In the event of a service outage or media unavailability, the Customer shall be eligible to receive service credits ('SaaS Credits'). The SaaS Credits will be calculated as a percentage of the monthly service fee paid by the Customer for the services affected by the outage.

Talview ’s exceeding, meeting, or failing to meet the SaaS Services Uptime Metric as measured over any quarter may be reflected in adjustments to the duration of the initial contract year for SaaS pursuant to the following schedule (“Service Credits”):

SaaS Ratings below 99% for a quarter shall be escalated by both parties to the vice president level (or equivalent), as outlined in this schedule. The SaaS Service Credits shall be cumulative and allocated to the initial term of the SaaS agreements as set out in the Legal Quote at no cost to Customer.

Media availability measurements below 96% for a quarter shall be escalated by both parties to the vice president level (or equivalent), as outlined in this schedule. The SaaS Service Credits shall be cumulative and extend the initial term of the SaaS agreements as set out in the Legal Quote at no cost to Customer. Therefore, any renewal of SaaS agreement shall be effective after SaaS Service Credits have been fully utilized.

The annual Service Credits are capped at a maximum of 10% additional credits.

5. SERVICE REQUESTS SLA

Two broad types of Service Requests can be raised through the Talview Technical Support (TTS) team:

• Defects requests

• Information requests

At Talview the "Severity" of a Defect is determined by the following definitions and parameters.

• Urgent: A Defect that results in at least one of the following:

  1. The Talview Application URL produces no results or responds with server-side errors.

  2. Security defects in the application or infrastructure components.

  3. All of Client's authorized users cannot log in to Talview application after repeated attempts with the correct login credentials.

  4. Any Emergency or unplanned downtime. This does not include planned downtime for maintenance.

  5. Candidates are unable to attend and complete assessments due to a technical issue with Talview after passing the hardware / pre-flight tests prescribed for the assessment.

• High: A Defect that results in any of the following:

  1. An application module under the control of Talview and not candidate facing is not live and running.

• Low: A Defect in one or more application features.

At Talview Information requests or queries are not considered as defects and treated as a request for information. The standard SLA’s for these are

Note: Information service requests are only catered if they are created by the customer and not the candidates who take up the customers assessment.