Service Level Agreement
For Seequent Cloud Based Products

1. Definitions

• Availability Commitment has the meaning given in Table 1 below.
• Available Minutes means the time, reflected in minutes, during which the Cloud Based Product is accessible.
• Cover Period means each contract month during which the Cloud Based Products are provided.
• Incident means any occurrence of Unscheduled Downtime experienced by a Customer that is not subject to one or more of the limitations set forth below.
• Maintenance Window means a scheduled outage of the Cloud Based Product for the sake of planned changes, upgrades and/or repairs.
• Pro Rata Subscription Fee means the monthly amount of the subscription fees for the Cloud Based Product in a given Cover Period.
• Scheduled Maintenance means maintenance that has been planned and for which Customers have been provided with advance notice, in the manner set out below.
• Service Credit is the remedy provided to the Customer where Seequent fails to meet the Availability Commitment during any Cover Period (see Table 2 below).
• Services Availability Period means twenty-four hours a day, seven days a week.
• Unscheduled Downtime means any time an authorised user is unable to access the Cloud Based Product except for downtime or failures excluded in the Limitations section below.

• Users will be given notice of Maintenance Windows which will be used to apply required updates to the Cloud Based Product to ensure the continued security, availability, and performance of the services. Wherever practical, Maintenance Windows will be scheduled outside of Customer’s core business hours.
  – Notice of Maintenance Windows and outages are published at: status.seequent.com
• Unscheduled Downtime is calculated:
  – from the minute it is clearly reported by the Customer to Seequent by emailing [email protected]; and
  – to the minute when the affected Cloud Based Product has been restored.
• Protracted delays in Customer’s responses to relevant Seequent communications that adversely impact Seequent’s timely resolution of Critical Incidents may result in Seequent subtracting such time from the calculated downtime.
• Only Critical Incidents (Table 3 below) will be considered as Unscheduled Downtime in the above Availability calculation.
• Where Seequent provides multiple production services that are identified by different URLs, the Availability will be calculated for each URL.
• To ensure the compliance with the Availability Commitment, Seequent reserves the right to update the Cloud Based Product as needed to provide higher quality of service. Best efforts will be made to communicate the updates, and to conduct the updates outside of business hours. If an update requires the Customer to update client software for administration or user access, that information will be provided as soon as practically possible.

4. Remedies

• Seequent shall provide Customer a Service Credit based on the Availability measurement below during any single contract month (the Cover Period). If the Cloud Based Product subscription fee covers multiple applications or services, the remedy will be based off a part of the monthly Subscription Fee proportional to the usage of that service or application.

• Critical Incidents will be forwarded to the relevant team and worked on continuously by qualified team members until resolution, or until an acceptable workaround is delivered to reduce the priority.
• The provision of a workaround or temporary fix will reduce the priority of an incident to reflect the remaining impact to the user. Seequent reserves the right to determine the priority classification in accordance with the above listed definitions.
• Response, Resolution and Update Intervals are target level indicators and serve as benchmarks for the Seequent Support teams.
• Response Times and Resolution Times commence from the point in time that accurate and complete information regarding the incident or interruption is correctly entered in Seequent’s incident tracking system. If the resolution of any P2, P3 or P4 issue requires an update, fix or patch to the relevant Seequent commercial software product resulting in a modification of standard COTS or customised code, then additional development, testing and release tasks will be required to ensure the quality of the product release. Seequent’s support obligations in these instances, including response times, shall not be governed by this SLA, but rather the terms that govern the Customer’s use of the applicable Cloud Based Product.
• Business Day and Hour for support of P2 though P4 incidents are defined as the standard working days and hours observed in the geographic region affected by the incident. Unless otherwise specified, this means 9:00 AM to 5:00 PM, Monday through Friday, excluding public holidays.

• That result from downtime due to Scheduled Maintenance.
• During or with respect to any Tech Preview (as defined in the Product Terms), any sandbox environments or developer services, or any software or services provided by Seequent Labs (as determined by Seequent).
• Due to factors outside our reasonable control (for example, force majeure event, government action, or a network or device failure external to our data centres, including at Customer’s site or between Customer’s site and Seequent’s data centre).
• That result from the use of services, hardware, or software provided by Customer, including, but not limited to, issues resulting from inadequate bandwidth or related to third-party software or services.
• Caused by Customer’s continued, unmodified use of a service after instruction from Seequent to modify use of the Service.
• That result from Customer’s unauthorised action or lack of action when required, or from Customer’s employees, agents, contractors, or vendors, or anyone gaining access to Seequent network by means of Customer’s passwords or equipment, or otherwise resulting from Customer’s failure to follow appropriate security practices.
• That result from non-adherence to any required configurations, faulty input, instructions, or arguments (for example, requests to access files that do not exist).
• That result from any unauthorised modification, operation, or use of the Cloud Based Product by the Customer or any third party.
• That result from non-compliance with applicable documentation, or any agreed specifications.
• In the event of any inconsistency between this SLA and the Product Terms, the SLA will take precedence, but only with respect to service level obligations.