Netix Digital Ltd – Service Level Agreement (SLA)

Effective Date: 1 January 2025 (This SLA is effective from this date until superseded by an updated version.)

Scope: This SLA is a part of the Master Services Agreement between Netix Digital Ltd (“Supplier”) and the client (“Customer”). It outlines the service level commitments, responsibilities, and remedies. All services provided under the agreement are subject to the terms below.

1. Services Covered

This SLA covers the IT managed services provided by Netix Digital Ltd to the Customer under the agreement. It applies to the following services (as per the customer’s contract):

• IT Helpdesk and User Support
• Network Monitoring and Management
• Cloud Infrastructure Services (hosting, storage, etc.)
• On-Premise Infrastructure Support
• Backup and Disaster Recovery Services
• Security Services (anti-virus, patch management, etc.)

**If a service is not listed above or is provided by a third-party vendor, it is not covered by this SLA unless explicitly included in the contract.**

2. Definitions

• Business Hours: 08:30 to 18:00 GMT, Monday to Friday, excluding UK public holidays. These are the default hours during which support is available.
• 24/7 Support: If the Customer has contracted for 24/7 support, the SLA terms apply at all times, including outside Business Hours. (If 24/7 support is not part of the contract, incidents outside Business Hours will be addressed the next business day unless otherwise specified.)
• Incident: An unplanned interruption or reduction in quality of an IT service, or a failure of a managed device. Incidents are categorised by severity/priority (see Section 4).
• Response Time: The time between an incident being reported (via the agreed support channel) and the Supplier providing an initial response acknowledging the issue and starting diagnosis/remediation.
• Resolution Time: The time between an incident being reported and the issue being resolved (service restored to normal operation or a temporary workaround implemented).
• Uptime: The total time a service is available and functioning normally, expressed as a percentage of total time in a given period (typically measured monthly).
• Downtime: Period when a service is unavailable or not functioning within agreed parameters, excluding Scheduled Maintenance or agreed exceptions (see Section 6).
• Scheduled Maintenance: Pre-planned service downtime for maintenance activities such as upgrades, patching, or hardware replacement. Scheduled Maintenance with proper notice to the Customer is not counted as Downtime.
• Service Credit: A monetary credit or service time credit that the Customer is entitled to, if the Supplier fails to meet an SLA commitment, as defined in Section 7.

3. Service Availability Commitment

The Supplier will use best efforts to ensure the availability of the Customer’s managed IT systems as follows:

• Overall Service Uptime: 99.9% uptime each calendar month for core services (e.g., network connectivity, cloud servers). This means that core services will be available at least 99.9% of the time, measured over a month.
• Downtime Calculation: Uptime is calculated as ((Total minutes in the month – Unplanned Downtime minutes) / Total minutes in the month) x 100%. “Unplanned Downtime” excludes any Scheduled Maintenance or Customer-caused outages (see Section 6 for exclusions).
• Monitoring: The Supplier monitors systems 24/7. In case of service outages, the Supplier’s monitoring tools alert our engineers to respond even if the Customer has not noticed the issue yet.
• Reporting: Uptime reports will be made available to the Customer on a monthly basis upon request, or discussed during quarterly service review meetings.

**If a specific application or subsystem has a different availability target, those will be documented separately in an appendix or service description.**

4. Incident Priority Levels and Response/Resolution Times

All support requests (incidents) should be reported via the agreed channels (Support Portal, support email, or helpdesk phone line). Incidents will be categorized and handled according to severity:

All Response Times are measured from the moment the Customer reports the incident through the official channel (or the moment our monitoring alerts us, in the case of automatically detected issues). Resolution Targets are approximate aims to restore normal service; complex issues may take longer, but the Supplier will regularly update the Customer on progress. If a workaround is provided that restores functionality, the incident may be downgraded in priority while a final fix is implemented.

**Security Incidents:** Any security-related incident (e.g. virus outbreak, detected unauthorized access, data breach) is treated as P1 – Critical, regardless of time of day. The Supplier will respond immediately and work continuously to contain and resolve the security incident. Additionally, see Section 8 for Security and Data Breach obligations.**

5. Customer Support and Communication

• Support Channels: The Customer can reach the support team via:
  • Phone: +44 1788 494015 (during Business Hours for standard support; 24/7 for P1 incidents where contracts cover such)
  • Email: help@netix.digital
  • Web Portal: https://portal.netix.digital (for ticket logging and status tracking)
• Support Ticketing: Every request or incident is logged as a ticket with a unique ID. The Customer will be informed of the ticket number and can use it for tracking and reference.
• Status Updates: For P1 and P2 incidents, the Supplier will provide progress updates at least every hour for P1 (critical) issues and every 4 hours for P2 (high) issues (during resolution effort). For P3 and P4, updates will be provided daily or upon status change.
• Escalation Contacts: If the Customer is not satisfied with the handling of an incident or requires higher attention:
  • Contact the assigned Service Desk Team Leader (contact info provided in the welcome pack).
  • If still unresolved or in cases of urgency, contact the Service Manager at Netix Digital (contact info provided).
  • Ultimately, critical issues will be escalated to our Technical Director if resolution is not achieved within the target time or if the issue requires executive action.
  The Customer may also directly request escalation at any time if they feel an issue is not being addressed adequately.
• Planned Maintenance Communication: The Supplier will communicate any Scheduled Maintenance in advance via email to the Customer’s IT contact. See Section 6 for notice periods.
• Regular Reviews: The Supplier will conduct quarterly service review meetings (or monthly, if agreed) with the Customer. In these meetings, we will review SLA performance, discuss any issues or upcoming needs, and plan improvements. These reviews ensure open communication and continuous alignment of IT services with the Customer’s business.

6. Scheduled Maintenance and Exclusions

The SLA commitments (availability and response times) apply **except** during periods of agreed exclusion. The following are not counted as breaches of SLA:

• Scheduled Maintenance: Routine or planned maintenance windows. By default, standard maintenance (e.g. software updates, hardware upgrades) is scheduled outside of Business Hours, typically Sundays between 00:00 and 04:00. The Supplier will provide at least 48 hours’ notice for any scheduled maintenance expected to cause downtime or service degradation. Emergency maintenance (e.g. urgently required security patches) will be communicated as early as possible with an explanation of urgency.
• Customer-Approved Changes: Any downtime or impact caused by changes that the Customer has approved (for instance, taking a server offline for an upgrade during office hours at the Customer’s request) are excluded from uptime/Downtime calculations and response/resolution targets for the period of that change.
• Client Infrastructure or Third-Party Issues: Issues originating from the Customer’s side or third-party providers:
  • Power outages or environmental issues at the Customer’s premises.
  • Internet connectivity problems caused by the Customer’s ISP or external telecom providers beyond the Supplier’s control.
  • Failures in third-party software, services or equipment not managed by Netix Digital Ltd.
  • Customer’s own IT team or other vendors making changes to systems without the Supplier’s knowledge.
  In such cases, the Supplier will assist in troubleshooting and restoring service, but these events will not count as the Supplier’s failure to meet the SLA.
• Force Majeure: Extraordinary events or circumstances beyond the reasonable control of the Supplier, such as natural disasters, widespread Internet or power failures, strikes, or governmental actions (as also defined in the main contract’s Force Majeure clause). These events, if they directly cause service disruption, are excluded from SLA calculations. The Supplier will make efforts to mitigate such events’ impact and keep the Customer informed.
• Security Breach Impact: While response to security incidents is covered (as P1 incidents), any downtime or degradation directly caused by large-scale cyberattacks (e.g. DDoS attacks, widespread malware infections) is excluded, **provided** that the Supplier has followed industry best practices in security. (The focus is on resolving the incident; during such events the standard Resolution Targets may not apply.)

In any of the above cases of exclusion, the Supplier will keep the Customer informed and work to restore normal service as soon as possible, but such events will not entitle the Customer to service credits.

7. Service Credits for SLA Breach

Netix Digital Ltd is committed to meeting the service levels outlined. If we fail to meet those commitments, the Customer will be entitled to Service Credits as compensation, as detailed below. Service Credits are applied as a deduction on the next monthly invoice (or refunded if the Customer has paid annually in advance, as a pro-rated amount).

• Response Time Missed: If the Supplier fails to respond to an incident within the promised Response Time for its priority, the Customer can claim a credit of 5% of the monthly service fee for each such failure. (Example: a P1 incident where response took 30 minutes instead of 15 minutes would qualify for a 5% credit.) This credit is per incident that breaches the response SLA, capped at 20% of the monthly fee in total for response delays.
• Resolution Target Missed: If a P1 incident is not resolved (or a workaround provided) within the 4-hour target, the Customer receives a credit of 10% of the monthly fee for that service. If a P2 incident exceeds its 1 business day resolution target, a 5% credit applies. (Lower priority issues typically do not have credits for resolution time, since they have longer windows, unless otherwise agreed.) These credits are also capped at a maximum of 30% of the monthly fee for all resolution delays in a month.
• Availability SLA Breach: If overall monthly uptime falls below the 99.9% guarantee:
  • For uptime between 99.0% and 99.9% (inclusive): credit of 5% of monthly fee.
  • For uptime between 95.0% and 98.9%: credit of 10% of monthly fee.
  • For uptime below 95.0%: credit of 20% of monthly fee.
• Maximum Credit: In any single calendar month, the total Service Credits shall not exceed 50% of the monthly service fees for that month. This cap ensures that the credits remain proportionate to the service fees. (If service issues are so severe that credits would exceed 50%, the situation would likely be handled as a material breach—see Section 9.)
• Credit Claim Process: The Supplier will automatically calculate and apply any evident credits (e.g., from uptime reports or known major incidents). However, the Customer should notify the Supplier of any SLA breach for which they seek credit within 30 days of the incident or service month in question. This notification can be through email to the account manager or during the service review meeting. Once verified, the credit will appear on the next invoice.
• Exclusive Remedy: Service Credits are the Customer’s exclusive remedy for the Supplier’s failure to meet the service levels in this SLA, **except** in cases of termination for material breach as described in Section 9. This means the Customer cannot claim additional damages or compensation for SLA breaches beyond these credits, to the extent permitted under the main contract and law.

8. Security and Data Protection

• Data Protection Compliance: The Supplier will handle any personal data it processes on behalf of the Customer in accordance with the Data Protection Act 2018 and UK GDPR. A separate Data Processing Agreement outlines details of data handling, security measures, and breach notification obligations, which is incorporated by reference into this SLA.
• Security Measures: The Supplier maintains industry-standard security practices, including:
  • Up-to-date anti-virus and anti-malware on all managed endpoints and servers.
  • Regular security patching of operating systems and critical software (with patches applied within a reasonable timeframe after release, typically within 14 days for critical patches, unless testing is required).
  • 24/7 security monitoring on critical systems to detect intrusions or anomalies.
  • Multi-factor authentication (MFA) for administrator access to systems where supported.
  • Secure data backup and encryption for sensitive data as agreed in the service scope.
• Customer Security Responsibilities: The Customer is responsible for maintaining good security practices on their end, including:
  • Using strong passwords and protecting access credentials for any systems.
  • Following the security guidelines and policies provided by the Supplier.
  • Ensuring that any internal IT staff or third-party vendors coordinate changes with the Supplier to maintain security.
  • Notifying the Supplier immediately if they suspect any security breach or incident in their environment.
  Failure by the Customer to uphold these responsibilities may relieve the Supplier from meeting certain SLA commitments if the failure contributes to an incident or delay.
• Incident Response: In the event of a security incident or data breach:
  • The Supplier will treat it as a Priority 1 incident (see Section 4) with immediate action. Outside of Business Hours, on-call engineers will be alerted without delay.
  • The Supplier will notify the Customer’s designated contact **without undue delay** (aiming for notification within 1 hour of confirmation of a breach) to provide details of the incident. This allows the Customer to meet any regulatory reporting duties (e.g., informing the ICO within 72 hours if required).
  • The Supplier will work diligently to contain, mitigate, and resolve the security issue, and will assist in any forensic investigation needed to determine root cause.
  • After resolution, the Supplier will provide a written incident report detailing what happened, actions taken, data affected (if any), and recommendations to prevent future incidents.

Security is a shared responsibility. This SLA’s security provisions ensure both parties cooperate closely to protect systems and data.

9. Termination for Repeated Failure

Our goal is to provide excellent service, and the remedies above (service credits) are designed to address occasional lapses. However, if service levels consistently fall below acceptable levels, the Customer has the right to initiate termination as follows:

• If the Supplier fails to meet any Critical SLA metric (for example, Priority 1 Response or Resolution, or the overall Availability commitment) for three (3) consecutive months, or any four months in a rolling six-month period, the Customer may deem this a material breach of the contract.
• In such case, the Customer should provide written notice to the Supplier, citing the SLA failures and intent to terminate if the issues are not rectified. The Supplier shall then have thirty (30) days (“Remediation Period”) to improve performance and meet the SLA going forward.
• If, after the Remediation Period, the Supplier has not demonstrated substantial improvement and compliance with the SLA, the Customer may terminate the affected services or the contract for cause, without penalty. Any prepaid fees for the terminated period will be refunded pro-rata.
• This termination right is in addition to any standard termination clauses in the Master Services Agreement, and is intended as a last resort if the SLA breaches are severe and ongoing. The parties will always aim to discuss and resolve issues amicably before reaching this stage.

10. General Terms

• Review and Amendments: This SLA may be reviewed annually, or at the request of either party, to ensure it continues to meet the Customer’s needs and reflect current services. Changes to the SLA must be documented in writing and signed or formally agreed by both the Customer and the Supplier. Minor updates (such as contact info changes) can be notified via email.
• Relationship to Contract: This SLA is incorporated into and governed by the Master Services Agreement between Customer and Supplier. In the event of any conflict between this SLA and the main agreement, the main agreement terms shall prevail except for the specific service level commitments and remedies defined here. Nothing in this SLA shall be construed to limit or override the liability limitations or other protective clauses in the main agreement, which shall apply to this SLA as well.
• Governing Law: This SLA and the services provided under it are subject to the laws of England and Wales, and any disputes will be handled in accordance with the dispute resolution procedure outlined in the main agreement.
• Acceptance: By signing the Master Services Agreement or continuing to use the services, both parties agree to the terms of this Service Level Agreement.

Last Updated: 01/01/2025