Stock in the Channel Terms and Conditions

This Is Agreement Between You And Us On The Terms Set Out Below

Background

The Supplier has agreed to provide services and software and data to the Customer on the terms and conditions of this agreement.
The Supplier is licensor of software and the data and is willing to license the Customer to use this Software and data on the terms set out below.

1. AGREED TERMS & INTERPRETATION

1.1 The definitions and rules of interpretation in this clause apply in this agreement.

1.2 Definitions:

Business Hours: 9am-6pm Monday to Friday but not including weekends or public holidays in England and Wales.
Effective Date: the date that the service is activated or the date of registration for the free services.
Event Outside Our Control: any act or event beyond a party’s reasonable control, including failure of public or private telecommunications networks save where caused by acts or omissions of the party and/or which could have been avoided by implementation of an appropriate business continuity plan.
Fees: the fees according to the requests for payment created.
Force Majeure Event: an event which includes, but is not limited to, acts of God war, riot, strikes, or terrorism.
Open-Source Software: open-source software as defined by the Open Source Initiative or the Free Software Foundation.
Services: the services more particularly described on our web site and selected by you.
Service Management Team: the team appointed to manage the services.
Schedule: a schedule to this agreement incorporated in the document or by way of html link to a supporting document and/or html page.
SLA: the service level agreement more particularly described here
Software: the software more particularly described on our web site.
We/Us/Supplier: Stock Channel Limited.
You/Customer: a Customer of Stock Channel Limited.
Clause, Schedule and paragraph headings shall not affect the interpretation of this agreement.

1.3 Unless the context otherwise requires:

(a) words in the singular shall include the plural and words in the plural shall include the singular;
(b) A reference to a statute or statutory provision is a reference to it as amended, extended or re-enacted from time to time;
(c) a reference to one gender shall include a reference to the other genders; and
(d) any words following the terms including, include, in particular, for example or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms.

1.4 In the case of conflict or ambiguity between any provision contained in the body of this agreement and any provision contained in the schedules or appendices, the provision in the body of this agreement shall take precedence.

1.5 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person’s personal representatives, successors and permitted assigns.

1.6 References to clauses are to the clauses of this agreement.

2. SCOPE OF SERVICES

2.1 We will provide you with the Services that you have selected in the service description below.

2.2 We will provide you with the Services in accordance with our SLA as set out here.

2.3 By clicking submit and commencing the use of our Services you agree that you are accepting these terms and conditions.

3. FEES

3.1 Requests for payment for services will be sent.

3.2 Customer shall pay each request for payment submitted to it by the Supplier within 30 days of receipt via any of the payment methods we accept in your jurisdiction.

3.3 If the Customer fails to make any payment of any undisputed request for payment to the Supplier under this agreement by the due date then, the service may be suspended without further notice.

3.4 All sums payable under this agreement are exclusive of VAT or any relevant local sales taxes, for which you shall be responsible.

4. TERM OF AGREEMENT

This is set out in the requests for payment, typically monthly or annual billing offered. For longer term agreements a separate contract will be provided.

5. GRANT OF LICENCE

5.1 In consideration of payment by you of the agreed Fees and you agreeing to abide by the terms of this agreement, we grant to you a non-exclusive, non-transferable worldwide licence to use the Software and the data generated by the Software on the terms of this agreement.

5.2 You may access and use the Software and the data for normal business purposes by any number of concurrent users, subject to the payment of our Fees.

5.3 Except as expressly set out in this agreement or as permitted by any local law, you undertake:

(a) not to copy the Software or the data except where such copying is incidental to normal use of the Software and the data, or where it is necessary for the purpose of the provision of your services to your customers and/or back-up or operational security;
(b) not to rent, lease, sub-license, loan the Software or data;
(c) not to make alterations to, or modifications of, the whole or any part of the Software;
(d) not to disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the Software nor attempt to do any such thing except to the extent that (by virtue of section 296A of the Copyright, Designs and Patents Act 1988) such actions cannot be prohibited because they are essential for the purpose of achieving inter-operability of the Software with another software program, and provided that the information obtained by you during such activities:
- (i) is used only for the purpose of achieving inter-operability of the Software with another software program; and
- (ii) is not unnecessarily disclosed or communicated without our prior written consent to any third party; and
- (iii) is not used to create any software which is substantially similar to the Software;
(e) to supervise and control use of the Software and ensure that the Software is used by your employees and representatives in accordance with the terms of this agreement;
(f) to include our copyright notice on all entire and partial copies you make of the Software on any medium;
(g) not to provide or otherwise make available the Software in whole or in part (including but not limited to program listings, object and source program listings, object code and source code), in any form to any person other than your employees without prior written consent from us;
(h) to comply with all applicable technology control or export laws and regulations.

5.4 Our Software creates material levels of data which is refreshed on a daily basis. You may access and copy this data as part of our Services to you subject to the limitation of liability as set out in clause 7 below.

5.5 You may use and/or publish the data created by our Software within your own web site, ERP and third-party sites relevant to the conduct of your business.

6. INTELLECTUAL PROPERTY RIGHTS

6.1 You acknowledge that all intellectual property rights in the Software anywhere in the world belong to us, that rights in the Software are licensed (not sold) to you, and that you have no rights in, or to, the Software other than the right to use them in accordance with the terms of this agreement.

6.2 You acknowledge that you have no right to have access to the Software in source code form.

6.3 The Software is updated from time to time and we make no warranty that this will be compatible with your systems without the requirement of an upgrade or customisation of your systems.

7. LIMITATION OF LIABILITY

7.1 You use and rely on the data generated by our Software solely at your own risk.

7.2 You acknowledge that the Software which generates the data has not been developed to meet your individual requirements, and that it is therefore your responsibility to ensure that the facilities and functions of the Software meet your requirements.

7.3 We only supply the Software for internal use by your business, and you agree not to sub licence the Software.

7.4 We shall not in any circumstances whatever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising under or in connection with the agreement for:

(a) loss of profits, sales, business, or revenue;
(b) business interruption;
(c) loss of anticipated savings;
(d) loss or corruption of data or information;
(e) loss of business opportunity, goodwill or reputation; or
(f) any indirect or consequential loss or damage.

7.5 Other than the losses set out in condition 7.4 (for which we are not liable), our maximum aggregate liability under or in connection with this agreement whether in contract, tort (including negligence) or otherwise, shall in all circumstances be limited to a sum equal to two times the Fees paid by you. This maximum cap does not apply to condition 7.10.

7.6 Where for example you access our Software through a site or webstore that is hosted by a third party and their services then we make no warranty and accept no liability in relation to the provision of the services of that third party or the availability of the site or webstore.

7.7 Parts of our Service and Software may rely on Open-Source Software and we make no warranty that this is bug or error free and we accept no liability or any losses arising from any such bugs or errors.

7.8 We do not give any warranty or undertaking as to the accuracy or completeness of the data collated by our Software and we are not liable for any losses arising from an error or omission in such data.

7.9 Price and stock data generated by the Software is only indicative and are subject to change. You are sole responsible for the way you use and apply this information.

7.10 Nothing in this agreement shall limit or exclude our liability for:

(a) death or personal injury resulting from our negligence;
(b) fraud or fraudulent misrepresentation;
(c) any other liability that cannot be excluded or limited by English law.

7.11 This agreement sets out the full extent of our obligations and liabilities in respect of the supply of the Software and data.

7.12 Except as expressly stated in this agreement, there are no conditions, warranties, representations or other terms, express or implied, that are binding on us. Any condition, warranty, representation or other term concerning the supply of the Software and data which might otherwise be implied into, or incorporated in, this agreement whether by statute, common law or otherwise, is excluded to the fullest extent permitted by law.

8. TERM AND TERMINATION

8.1 Without affecting any other right or remedy available to us, either party may terminate this agreement with immediate effect by giving written notice to you if:

(a) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;(b) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or make a proposal for or enter into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation or the solvent reconstruction;
(c) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the other party winding up other than for the sole purpose of a scheme for a solvent amalgamation or solvent reconstruction;
(d) an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed;
(e) the holder of a qualifying floating charge over the other party’s assets has become entitled to appoint or has appointed an administrative receiver;
(f) a person becomes entitled to appoint a receiver over the other party’s assets or a receiver is appointed over the other party’s assets;
(g) a creditor or encumbrancer attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against the other party, over the whole or any part of the other party’s assets and such attachment or process is not discharged within 14 days;
(h) any event occurs, or proceeding is taken against, in any jurisdiction to which the other party is subject that has an effect equivalent or similar to any of the events mentioned in clause 9.1(a) to clause 9.1(g) (inclusive);
(i) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business; or
(j) the other party is subject to a change of control (within the meaning of section 1124 of the Corporation Tax Act 2010).

8.2 Any provision of this agreement that expressly or by implication is intended to come into or continue in force on or after termination or expiry of this agreement shall remain in full force and effect.

8.3 Termination or expiry of this agreement shall not affect any party’s rights, remedies, obligations or liabilities that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination or expiry.

8.4 On termination for any reason:

(a) all rights granted to you under this agreement shall cease;(b) you shall cease all activities authorised by any licence;
(c) you shall immediately pay to us any sums due to us under this agreement; and
(d) we shall provide you with all reasonably requested assistance to ensure a smooth transition of the Services to a new supplier.

8.5 Either party may terminate this agreement and, in the case of Supplier, stop supplying the Services or data immediately by written notice to the other party if the other party commit a material or persistent breach of this agreement which the other party fails to remedy (if remediable) within 14 days after the service of written notice from the terminating party requiring the other party to do so.

9. COMMUNICATIONS BETWEEN US

9.1 Please note that any notice given by you to us, or by us to you, will be deemed received and properly served immediately when posted on our website, 24 hours after an e-mail is sent, or three days after the date of posting of any letter. In proving the service of any notice, it will be sufficient to prove, in the case of a letter, that such letter was properly addressed, stamped and placed in the post and, in the case of an e-mail, that such e-mail was sent to the specified e-mail address of the addressee.

10. EVENTS OUTSIDE OUR CONTROL

10.1 Neither party will be liable or responsible for any failure to perform, or delay in performance of, any of its obligations under this agreement that is caused by an Event Outside Our Control.

10.2 If an Event Outside Our Control takes place that affects the performance of either party’s obligations under this agreement:

(a) the party’s obligations under this agreement will be suspended and the time for performance of our obligations will be extended for the duration of the Event Outside Our Control; and
(b) the affected party will use its reasonable endeavours to find a solution by which its obligations under this agreement may be performed despite the Event Outside Our Control.

10.3 Should an Event Outside Our Control continue for more than 14 days, either party shall be entitled to terminate this agreement on written notice to the other.

11. HOW WE MAY USE YOUR PERSONAL INFORMATION

11.1 We will only use your personal information as set out in the privacy policy below

12. OTHER IMPORTANT TERMS

12.1 We may transfer our rights and obligations under this Licence to another organisation, but this will not affect your rights or our obligations under this agreement.

12.2 You may only transfer your rights or your obligations under this agreement to another person if we agree in writing.

12.3 This agreement and any document expressly referred to in it constitutes the entire agreement between us and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between us, whether written or oral, relating to its subject matter. You agree that you shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in this agreement or any document expressly referred to in it.

12.4 You agree that you shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in this in this agreement or any document expressly referred to in it.

12.5 If we fail to insist that you perform any of your obligations under this agreement, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.

12.6 Nothing in this agreement is intended to, or shall be deemed to, establish any partnership or joint venture between us, constitute you as our agent, or authorise you to make or enter into any commitments for or on behalf of us and we both confirm that we are acting on our own behalf and not for the benefit of any other person.

12.7 Each of the conditions of this agreement operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect.

12.8 This agreement may be executed in any number of counterparts, and by the parties on separate counterparts, but shall not be effective until each party has executed at least one counterpart. Each counterpart shall constitute an original of this Addendum, but all the counterparts shall together constitute but one and the same instrument.

12.9 Each party undertakes that it shall not at any time during this agreement, and for a period of five years after termination of this agreement, disclose to any person any confidential information concerning the business, affairs, financials, market plans, customers or suppliers of the other party or of any member of the group of companies to which the other party belongs, except as permitted by clause 12.10 below.

12.10 Each party may disclose the other party’s confidential information:

(a) to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with this agreement. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party’s confidential information comply with clause 12.9 above; and
(b) as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.

12.11 No party shall use any other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this agreement.

12.12 This agreement, its subject matter and its formation (and any non-contractual disputes or claims) are governed by English law. We both irrevocably agree to the exclusive jurisdiction of the courts of England and Wales.

13 SERVICE DEFINITION

13.1 Currently, the Services are designed to handle processes around sourcing, purchasing and sale of IT and Office products. They include:

13.1.1 Functionality accessible via SITC website:

a) Product search
b) Price and availability
c) Product descriptions
d) Distributor management
e) Baskets
f) Product management
g) Quote automation
h) Order automation
i) Procurement automation
j) Data synchronization with external systems
k) All pieces of infrastructure that make up the site (i.e. Web Servers, Application Servers, Database, Internet Service Provider etc.) and component technologies (i.e. OS, Patches).

13.1.2 Functionality accessible via a dedicated hosted website for the client:

a) An ecommerce webstore based on the Magento ecommerce platform
b) Maintenance of up-to-date product content, stock and price information from SITC
c) Import of orders from the website into SITC
d) Synchronization of customer data between the website and SITC
e) All pieces of infrastructure that make up the site (i.e. Web Servers, Application Servers, Database, etc.)

14 SERVICE LEVEL AGREEMENT (SLA)

14.1 This SLA describes the levels of service that the Customer will receive from the Supplier and sets out what levels of availability and support the Customer is guaranteed to receive for specific parts of the IT system. It also explains what penalties will be applied to the Supplier should it fail to meet these levels.

14.2 The following issues are outside the scope of this SLA

a) Business process related issues
b) Support for Customer’s internal systems
c) Support on using basic internet technologies
d) Any external website

14.3 The Supplier aims to be helpful, accommodating and assist the Customer wherever possible, using all reasonable endeavours to rectify issues in a timely manner. However, there are a few exclusions. This SLA does not apply if:

a) The problem has been caused by using equipment, software or service(s) in a way that the Customer has been made aware is not recommended by the Supplier.
b) The Customer has made unauthorised changes to the configuration or setup of the service.
c) The Customer has prevented Supplier from performing required maintenance and update tasks.
d) The issue has been caused by unsupported equipment, software or other services.
e) The service has been unavailable due to an outage across the Internet which is beyond our control to rectify.
f) An issue has been caused by a fault in third party software not under our control, for example: operating system, database.
g) An issue has been caused by incorrect product data provided by a third party.
h) In circumstances that could be reasonably said to be beyond the Supplier’s control, for example where there is a Force Majeure Event.
i) The Customer is in breach of its contract with the Supplier for any reason, for example, late payment of fees unless such fees are the subject of a dispute between the parties.

14.4 Support Structure

14.4.1 Our resources are available during Business Hours. In certain circumstances on-call resources may be available for critical or major incidents outside of Business Hours .
The company is closed on public holidays in England and Wales

Support Group	Hours (Local)
1st Level Support	9:00 AM – 6:00 PM GMT
2st Level Support	9:00 AM – 6:00 PM GMT
3st Level Support	9:00 AM – 6:00 PM GMT

14.5 Roles and Responsibilities

14.5.1 1st Level Support is the first touch-point for you in terms of support, from both technical and process perspective. This team will resolve basic “how to” questions. Unresolved calls are escalated to 2nd level Application Support. Day to day details of role:

a) Application Support Incident resolution
b) Answer calls from the Customer
c) Open incident tickets in tickets.stockinthechannel.com corresponding to the issue if there’s none created. Identifies and agrees with the Customer the severity level of incident based on the Impact Assessment Guidelines set out below.
d) Resolve issue when possible using basic application knowledge, previous tickets, known workarounds and application documentation
e) Document all steps taken in ticket. Gather as much information about the issue like parameters used.
f) If cannot resolve, escalate to 2nd Level Support while tracking ticket until resolved with user confirmation.
g) If an escalated incident is returned as ‘Rejected’ due to the existence of a related problem or change ticket, the agent informs the Customer of the status, and then closes the incident. This relates to duplicate tickets, rather than the same user raising different tickets. Multiple issues raised by the same user will result in multiple tickets being created.
h) If our agent receives a service request for an issue with an existing incident ticket, she or he does not create a new incident ticket and gives the user the reference of the existing incident ticket. The 1st Level Support agent updates the existing ticket and informs 2nd Level Support of this.
i) Agent owns closing ticket with Customer confirmation
j) Agent redirects Customers to their Account Manager for business process questions

14.5.2 2nd Level Support is responsible for resolving open issues escalated from 1st Level Support. These issues are unresolved by the 1st Level Support resources for various reasons, for example: out of scope of 1st Level, very technical issues, system bug that needs development fix, hardware issues, performance issues. Day to Day details of role:

a) Application Support Incident resolution
b) Our agent acknowledges ticket, works to resolve the issue, directs the ticket back to 1st level support once resolved
c) If we cannot resolve issue, we escalate this to 3rd Level Support while tracking the ticket until it is resolved
d) Understanding low level technical solution of customer business processes
e) Connecting with you for any additional information required
f) Ensuring tickets will be updated in tickets.stockinthechannel.com and resolved on time, as per this SLA
g) Working closely with 1st and 3rd Level Support teams
h) Updating any Troubleshooting Guide to establish a method for quick resolution on various types of issues at 2nd level and creating documentation for 1st level for workarounds on known issues
i) Monthly incident/problem reporting
j) Escalating infrastructure issues especially when not performing within SLA or Performance Targets

14.5.3 3rd Level Support is responsible for the code which includes bug fixing, new code development, code enhancements needed, code migration into live environment. They are also responsible to ensure that the hardware environment, (for example web servers, db servers) is stable, performing as agreed SLAs and escalation tickets, for example: critical incident, changes in the form of new code, are closed in time per the SLA. Day to day details of role:

a) Resolve open tickets/incidents being escalated from 2nd Level Support or Service Manager
b) System monitoring, raise tickets to self for performance or hardware issues
c) Bug fixing (code changes and testing) as a result of production incident escalation from 1st /2nd level support or Service Manager
d) Work closely with 2nd Level Support, Service Manager
e) Maintain dedicated test box, testing changes before migration to Production
f) Ensure proper testing and approvals of change happens before they are migrated to Production
g) Ensure documentation for code change to facilitate traceability.

14.5.4 Your nominated Account Manager will serve as the primary point of contact for all communications, requirement definitions, issue resolutions and reviews. The Account Manager will also deal with any change requests that may arise in due course vis-à-vis the current scope of work.

14.6 (within SLA) Incident Management

14.6.1 Incident Management will be in place to handle incidents or unexpected occurrences during the normal operations. In this case normal operations being the use and maintenance of the system during Business Hours.

14.6.2 Incident management processes ensure that incidents are quickly identified and resolved with the intent of restoring normal operations quickly and minimizing business impact. This can be done by resolving the issue with a fix or a workaround.

14.6.3 Incidents (or any “unexpected occurrence” within the site) are tracked by creating tickets in tickets.stockinthechannel.com. Each person involved in this process has access to, and is familiar with this tool. Tickets can be created at these points of entry:

a) by going to the tickets.stockinthechannel.com website
b) by sending an email to support@stockinthechannel.com

14.6.4 Once a ticket is entered, it is sent through the resolution chain and arrives in each level’s queue, waiting to be resolved. The same rule applies out-of-hours as email is monitored regularly.

14.6.5 The support team is committed to resolving tickets well within the defined resolution time and routinely reviews this commitment although such times will never exceed the resolution times set out in the Impact Assessment Guidelines below. We will provide assistance in understanding and replicating the issue, to help test/confirm the solution, and to CLOSE the ticket upon resolution. The defined timings are considered end-to-end, meaning an escalation to another group will not reset timing commitments regardless of a new ticket being created to investigate the same incident.

14.6.6 If tickets are 80% past the problem resolution turnaround time, a management escalation occurs, in case additional resources need to be allocated. However, if issues are elusive and difficult to resolve, some resolutions might fall out of the defines time.

14.6.7 Critical Incidents are cases where a site outage or incident greatly affects the site’s usage and/or performance. Our support team will send communications via email every hour until the issue is completely resolved. Once the issue is resolved, a follow-up email will be sent with a full incident analysis and steps that can be taken to prevent the issue from occurring again or ways to identify and resolve the issue in a timelier fashion.

14.6.8 In all other cases, it is highly recommended that all communications regarding resolution of the incident should be tracked via the History Lines of the ticket. However, there are instances when instant messaging, phone, or e-mail are better mediums to use, since they help facilitate a quicker resolution time. In this case, support team should record the items discussed, information shared, or troubleshooting ideas found during these conversations into the ticket History Lines. In this way, a full snapshot of all actions that occurred during resolution can be captured and potentially re-used at a future date.

14.6.9 There are several exceptions to this Incident Management process

a) Impact Levels – All tickets should be assigned an Impact Level based on each impact level definition. Each support team members reserves the right to downgrade/upgrade the impact of a ticket if the ticket was a) assigned an incorrect impact level or b) the impact of the issue has changed.
b) Closing Tickets -Tickets will be closed by the Customer upon confirmation that the resolution (or workaround) is working properly. In the case of CRITICAL/MAJOR tickets where the Customer is not available and there is insufficient information to proceed, the support team reserves the option to COMPLETE the ticket and send back to the Customer. If the issue persists, the original ticket should be classified as DUPLICATE and then CLOSED. After, a new ticket may be opened, referencing the original ticket.
c) Escalation – For ‘site-down’ CRITICAL type tickets, First Level support may send the ticket to 3rd level support immediately, with the intention to minimize time spent before the incident reaches the right support level for resolution.
d) Design vs. Incidents – In the case where an incident ticket is opened but the issue has been identified as a gap in design, the impact of the ticket will be changed to RFC-F. Timing will be determined and communicated to the ticket originator.

14.6.10 Impact Classification Guidelines

Impact	Impact Description	Initial Feedback Time	Resolution Time	Services Hours
Critical	A CRITICAL INCIDENT shall mean that a large or significant part of the service is inoperable and/or there are substantial financial and/or legal consequences or other significant business impact. It shall also mean large number of users of that service are affected – more than 50% of the service’s user population) unless the service is immediately restored. It shall also mean an incident or problem of lower category (major) recurring at multiple times within the day to severely disrupt normal operations of a large part of the user group.	15 Minutes	1 Hour	24X5 On-call Support for UK Holidays and out of Hours
Major	MAJOR INCIDENT shall mean that a large number of users are impacted (25% or more), or a major portion of the service is unavailable to users, or reported values are substantially incorrect which could lead to errors if not corrected quickly. It also relates to interfaces from critical source systems, operations degraded to below the relevant SLA or a recurring problem causing users to lose confidence in the accuracy or dependability of the service. A major incident presents small to medium business impact, with loss of efficiency to business operations.	1 Hour	4 Hours	24×5 On-call Support for UK Holidays
Minor	MINOR INCIDENT shall mean that the incident has little or limited business impact, affecting the efficiency of normal business operations of an individual user or a small number of users (< 10 users). An incident could also be categorized as minor if a small portion of a non-critical service is not functioning. An incident that has a known workaround	8 Hours	5 Weeks	9×6
RFI	RFI shall mean normal request for information on how to use some functionalities of the application, or how to run a business process with the application	1 Week	5 Weeks	9×6
RFC-R	RFC-R shall mean routine request for changes that follow an established path, are relatively common and have an accepted well documented procedures, and do not need Change Approval. Examples are: 1. Updating quote/PO template designs 2. Assisting in solving design related issues on the Customer’s website 3. Assistance in setting up private feeds	1 Week	5 Weeks	9×6
RFC-F	Request for Change – Formal (RFC–F) shall mean requests for application improvements A RFC–F will initiate the formal change request process that feeds to blueprint process.	Best Effort	Best Effort	Best Effort

14.7 Problem Management

14.7.1 During the course of incident management, the suggested resolution for an incident might be a workaround, where the root cause still requires some additional time and effort to come to a complete and thorough resolution. For these instances, this issue is tracked in tickets.stockinthechannel.com and indicated as a PROBLEM. PROBLEM tickets are prioritized based on impact level and will be worked on in such order. There is no commitment to resolutions, though we put our best efforts against each PROBLEM.

14.7.2 Problem Management will be in place to track and resolve recurring incidents, establish root causes for incidents resolved using workarounds and application defects. This process will not handle functionality issues caused by design gaps.

14.8 Change and Release Management

14.8.1 Change and Release Management will be in place to control changes that are moved into the application.

14.8.2 Change management provide processes to ensure that changes are implemented and deployed with minimal disruption to business processes. Release management would manage significant change requests and major application functionality into pre-scheduled release timings.

14.8.3 For routine change requests that are pre-aligned and pre-approved, these will be executed via RFC-R Tickets.

14.8.4 Emergency changes need to be triggered by a CRITICAL incident. Emergency changes can be released to production during the daily change window. Post assessment of emergency changes will be done as soon as the change is implemented in production. Fixes for Major incidents should be deployed during the change window.

14.8.5 Formal Change Requests are all non-routine changes (e.g. new developments – additional feature/functionality, continuous improvements) which require in depth risk and impact analysis and takes considerable and resources to complete. A solution discussion is led by the Supplier Developer Team before a change is planned, to ensure that changes implemented are in accordance with the expectations of the Customer. The proposed change is then documented by the Supplier for approval and payment by the Customer. Formal changes can only be moved to production after payment and sufficient testing.

14.9 Availability and Reliability Monitoring

14.9.1 Application Availability and Reliability Monitoring will be in place to automatically monitor whether the application is available and running for users. Probes will be used to monitor this, and any disruptions will be prompted to the Service Management Team.

14.9.2 All parts of the data centre infrastructure are monitored including the routers, switches, firewalls, bandwidth and power consumption.

14.9.3 Server Availability Monitoring probes are setup to probe the servers using Microsoft Monitoring Agent which is part of Microsoft System Centre. The alerts and thresholds are set by the software itself and follow Microsoft recommendations. Alerts are set up which notify the system administrators by SMS and email if there are any issues which require attention. Downtime is scheduled as follows;

a. Weekly Change Window Fridays 6:00 PM – 11:00 PM
b. Daily Maintenance Window 6:00 PM –7:00 PM

14.9.4 There may be the occasional need for Hardware Infrastructure Maintenance Downtime, as dictated by the hosting team. These maintenance periods will be communicated to the Customer with at least 5 days’ notice.

14.9.5 In order to enable the Customer to do business effectively, we guarantee that certain services will be available for a certain percentage of time. This Guaranteed uptime as follows:

Services	Guaranteed uptime per month
Our Website	99.9%
Customer’s hosted webstore	99.9%

14.9.6 Uptime is measured the using our automated systems, over each calendar month. It is calculated to the nearest minute, based on the number of minutes in the given month. The uptime guarantee on our web site applies during working hours only, and exclude periods of routine maintenance.

14.9.7 If uptime for any item drops below the relevant threshold, Compensation will be applied in the form of a credit for the Customer. This is applied as a reduction of the following period’s fee payable by the Customer. The level of credit will be calculated depending on the number of hours for which the service was unavailable, minus the downtime permitted by this SLA. Compensation in any month is capped at 50% of the total monthly fee.

Services	Credit per hour (Pro-rated to nearest minute)
Our Website	5% of total monthly fee
Customer’s hosted webstore	2% of total monthly fee

14.10 Operational & Disaster Recovery

14.10.1 A Disaster Recovery Plan is provided as part of our services.

14.10.2 Our data is hosted at the Equinix Telecity data centre in London’s Docklands; one of Europe’s largest and most well-established data centres.

14.10.3 The Customer’s webstores are hosted on VMWare clusters run by OVH; one of Europe’s premier hosting partners. Hardware is backed by an SLA from OVH and guarantees 99.9% uptime per calendar month.

14.10.4 All hardware in our infrastructure is duplicated meaning there is full redundancy and no single point of failure across the network.

14.10.5 A regular weekly offsite backup from the data centre is taken in the eventuality of the data centre being unavailable. This mitigates against the unlikely event of the data centre being completely destroyed.

14.10.6 All data is backed up from the main servers to a separate Network Accessible Storage (NAS) device. A full backup occurs overnight, and hourly incremental backups are taken during the day. A week of full backups are taken and held.

14.10.7 In the event of a catastrophic failure, we commit to a two-hour window for restoration, however, using reasonable endeavours, a backup can be restored to production within 30 minutes of commencement.

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