Service Level Agreement

This Service Level Agreement (“SLA”) forms part of the Software as a Service agreement between Customer and BAAR Technologies (“Agreement”). In the event this document is translated into any other languages, the English version shall be authoritative. BAAR encourages Customer to review the online SLA periodically.

1. Introduction
This SLA describes the levels of Product availability and support that Customer can expect to receive from BAAR for the duration of the Agreement.

2. Definitions
As used in this SLA, the following terms shall have the meanings specified below. Any capitalized terms not defined herein shall have the meaning attributed to them in the Agreement. In this SLA the singular includes the plural and vice versa; the words “month”, “year”, and “quarter” mean calendar month, calendar year, and calendar quarter, unless otherwise stated; and the word “including” (or any analogous word or phrase) means “including without limitation”.

Business Day

8 am to 6 pm EST for the contracting BAAR entity, not including Saturday, Sunday, or public holidays.

Degraded Performance

A lower quality of service as described in this SLA (e.g. temporarily broken or temporarily unavailable functionality).

Downtime 

The period of time during which the Product is wholly unavailable to Customer, including maintenance occurring outside of Maintenance Hours for which less than 24 hours’ notice was provided to affected Customers. However, Downtime shall not include: Scheduled Maintenance; Degraded Performance; factors outside of BAAR’s control, including any Force Majeure Events; failures of the internet; acts or omissions of Customer and its Users; and enforcement of state or government Regulations.

Knowledge Base

BAAR help portal located at https://helpdesk.baarconnect.com/portal that publishes information on how to perform tasks in the Product and responds to frequently asked questions.

Maintenance Hours

Monday to Saturday from 12 am – 8 pm EST

Resolution Time

The time that elapses from the Response Time until the alert is resolved.

Response Time

Measures the time that elapses between the receiving of an alert and the time of commencing work on the issue.

Scheduled Maintenance 

Planned outages, either suspending service in full or in part, which BAAR will endeavour to announce at least 5 days in advance, and in any case will announce no later than 24 hours in advance, which will not exceed a reasonable period of time for the maintenance required and which, where possible, shall take place during Maintenance Hours.

SLA Effective Date the Project Start Date stated in the Agreement or applicable Statement of Work and the date this SLA enters into force.
Ticket an electronic request sent to BAAR by Customer (e.g., requesting a solution to an incident).
Uptime as calculated in accordance with this SLA.

3. Scope of the Service Level Agreement
This SLA applies only to the Product and Professional Services described in the Agreement or applicable Statement of Work. This SLA does not apply to any software, equipment, services, or other parts of an information technology system that are not purchased from or managed by BAAR.

BAAR will rectify material issues with the Product, except where:

3.1 the issue has been caused by Customer’s use of the Product in a manner that is contrary to BAAR Training, Knowledge Base, or any other instruction issued by BAAR;
3.2 Customer has made unauthorized changes to the configuration or set-up of the affected Product;
3.3 Customer has prevented BAAR from performing maintenance on the Product;
3.4 the issue has been caused by Third Party Products; or
3.5 the issue has been caused by User(s), including by modifying part of the software or by adding, deleting, or assigning improper rights to Users.

4. SLA Effective Date and Term
This SLA will be effective from the Project Start Date and will terminate without further notice and without right to compensation or restitution upon the expiry or termination of the Agreement or applicable Statement of Work.

5. Responsibilities

BAAR responsibilities:
5.1 ensure the relevant Product and Professional Services are available to Customer in accordance with
the Uptime guarantee;
5.2 respond to support requests within the timescales listed below;
5.3 take steps to escalate, diagnose, and resolve issues in an appropriate and timely manner, including
the allocation of a sufficient number of skilled staff and the collection of necessary information; and
5.4 maintain clear and timely communication with Customer at all times.

Customer responsibilities:
5.5 use the Product as intended under the Agreement;
5.6 notify BAAR of issues or problems in a timely manner and as thoroughly as is possible
5.7 cooperate with BAAR in its efforts to escalate, diagnose, and resolve issues by providing timely and
accurate responses to requests for information;
5.8 in case of an A-Priority Alert, ensure the availability of a sufficient number of skilled Customer
employees to cooperate with BAAR;

5.9 provide BAAR with access to equipment, software, and services for the purposes of maintenance,
updates, and fault prevention; and
5.10 maintain staff with adequate information technology knowledge to fulfil these responsibilities

6. Availability

BAAR guarantees 99.9% Uptime each month 24 hours a day 7 days a week (“Agreed Hours of Service”).
Uptime is measured based on the monthly average of availability, rounded down to the nearest minute,
and calculated as follows:

Uptime % = Agreed Hours of Service – Hours of Downtime * 100%
Agreed Hours of Service

7. Response Time and Resolution Time

In the event of an alert, BAAR is deemed to have responded when it has replied to Customer’s initial
request. This may be in the form of an email or telephone call, to acknowledge receipt of Customer’s
request, provide a solution, or request further information.

The Response Time and Resolution Time will depend on the priority of the item(s) affected and the severity of the alert, as set out in the following schedules:

For Starter Success Package Customers, the following Response Times and Resolution Times apply:

5. BAAR’s Storage & Infrastructure

BAAR uses Amazon Web Services (AWS) to provide its Product via a cloud-based storage application called AWS S3.

6. Problem Management
BAAR Support regularly analyses all Customer Tickets in order to identify trends and bottle necks. Based on these findings, Support updates the Knowledge Base with information explaining the solution to “known errors”.

In order to respond to FAQs and help Customers to resolve common problems without needing direct assistance from Support, BAAR maintains the Knowledge Base on the BAAR Helpdesk https://helpdesk.baarconnect.com/portal. BAAR Support has defined four general types of FAQs:

• Incidents are related to a particular bug, security or backup failures, or any other type of non-functioning of the Product.
Example: “A report is not showing.”
• Issues arise from instances when the system fails to be self-explanatory. BAAR works hard to prevent these questions and reduce them to an absolute minimum.
Example: “Getting an error while saving the Role Designation Matrix.”
• New Feature Request are requests to change the Product, features, or settings.
Example: “Can you set up a new report based on the Audit findings in our environment?”
• Others are related to the contents of Customer Data itself. Customer is the creator and controller of its Customer Data and is therefore tasked with providing User support for these questions.
Anything that doesn’t belong to any of the above types
Example: “How do I download the template for User Lifecycle Management?”

7. Help Desk
If your question is not resolved via the Knowledge Base, the BAAR help desk can be contacted by email anytime via [email protected]:

8. Security
BAAR provides its Product and Professional Services in accordance with IEC/ISO 27001:2013 and has an Information Security Policy, which is available upon request.

9. Backups
The BAAR team secures backups of all data and code in the following manner:

• Incremental backups of all uploaded media on multiple back-up servers (daily).
• Full backups of the database (hourly, retention of 7 days).
• Backups of the file database (monthly, on separate AWS S3 servers).

In the (unlikely) event of damage or outage at BAAR’s AWS locations, BAAR will restore Customer’s data from the most recent backup. This will be treated as an A-Priority Alert.

At Customer’s request, a backup or a part of a backup can be restored within 48 hours for a fee negotiated in the Agreement or charged on a time and material basis.

10. Release Policy
BAAR releases the Product via Continuous Integration and Continuous Delivery. This means that whenever a new feature or release of BAAR is ready, it can be deployed to the production clusters at any moment. The main application is typically released once a day. All perimeter applications are deployed to production continuously when a build is succeeded on the continuous integration servers.
Urgent bug fixes that impact availability and critical features are applied immediately on production servers in accordance with the Resolution Time schedule.

Third party components in use by BAAR (e.g., Ubuntu, Oracle, Java JRE, Python, etc.) are updated automatically every night (in the EST time zone), whenever critical updates become available via the “unattended upgrades” mechanism provided by Ubuntu.

11. Software Improvements
BAAR will make available to Customer new versions, releases, and updates to the Product to solve defects and/or errors, keep the Product up-to-date with market developments, or otherwise improve (the operation or functionality of) the Product. These improvements may include bug fixes. BAAR will only support the most recent version of the Product.

New versions, releases, or updates will contain at least the level of functionality as set out in this SLA and as contained in the version or release of the Product previously used by Customer, and will not otherwise negatively impact Customer’s use of the Product. BAAR shall make reasonable efforts to ensure that when performing such actions, the impact on Customer and its User(s) is limited.

12. Updates to the SLA
This SLA may be updated at BAAR’s discretion, but only after providing thirty (30) days’ notice, after which it shall be effective (“SLA Effective Date”). Such notice will be sufficient if provided to a User designated as an administrator of Customer’s Product account either: (a) as a note on the screen presented immediately after completion of the log-in authentication credentials at the log in screen, or (b) by email with read receipt to the email address provided for the administrator(s) for Customer’s account. If Customer objects to any such changes, Customer’s sole recourse shall be to terminate the Agreement. Continued use of the Product following the SLA Effective Date of any update shall indicate Customer’s acknowledgement of such update and agreement to be bound by the updated SLA. When BAAR changes this SLA, the “Updated” date below will be changed to reflect the publication date of the most recent version.

Updated: 15 May 2023.