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1. Scope

1.1. This Service Level Agreement for Nexus GO (this “SLA”) sets forth the service level terms for Technology Nexus Secured Business Solutions AB, Reg. No. 556258-0414, Telefonvägen 26, 126 26 Hägersten, Sweden (“Nexus”, “we”, “us”, “our”) provision and delivery of our online customer portal made available at go.nexusgroup.com (”Nexus GO”), For certain Services, additional terms may apply.

1.2. Nexus makes different services available through Nexus GO, some services are free of charge, some are subject to payment and some require separate agreements, such services are together with Nexus GO for purposes of this SLA, collectively referred to as the “Services”.

1.3. In the event of any discrepancies between the terms of this SLA and our from time to time applicable Terms of Use for Nexus GO, the Terms of Use for Nexus GO shall have precedence.

1.4. By the earlier of either the entering into of an agreement to that extent and/or by subscribing and/or using or making use of the Services, you accept both for yourself as well as on behalf of your principal/employer that you fully accept and will abide by this SLA and that the SLA is a part of your (or as the case may be, your principal’s/employer’s) service subscription agreement with us (the “Agreement”).

1.5. Capitalized terms used but not defined in this SLA will have the meaning assigned to them in the Agreement. This SLA does not apply to separately branded services made available with or connected to the Services or to any on-premises software that is part of any Services (if any).

2. Agreed Service Levels

Introduction

2.1. We will supply the Services in accordance with Good Industry Practice and the relevant agreed minimum degree of Service Level for each of the Services (as stated below or elsewhere in your Agreement) and (in the event that no Service Level has been agreed), in a timely fashion using reasonable care and skill and in accordance with Good Industry Practice.

2.2. For purposes of this SLA, the term “Good Industry Practice” means the exercise of that degree of skill, diligence, prudence and operating practice which, at the relevant time and place, would reasonably and ordinarily be expected from a skilled and experienced provider engaged in the same or a similar business and seeking, in good faith, to comply with its obligations.

2.3. We do not promise or make any guarantees that Nexus GO or any other Services will run uninterrupted and/or error-free. You accept and understand that all operations of software and hardware are subject to upgrades and updates and that errors and downtime might occur.

Defined Service Levels for Nexus GO

2.4. The following Service Levels are applicable to your use of Nexus GO:

2.5. The Service Level for the availability of Nexus GO shall be:

a) an uptime of [99.6%] per month.

2.6. The availability shall be calculated as (total hours of the applicable month – downtime)/ total hours of the applicable month * 100.

2.7. Downtime is defined as a period when the Service is not available and runs from, the earlier of i) when the error is first indicated in the dedicated monitoring system or ii) when you have dispatched an error message to us utilizing agreed message system until normal Service is restored. From downtime shall be excluded periods of time that is associated with service and maintenance within the stipulated and normal service windows.

2.8. If the actual measured availability of Nexus GO during any measurement period is less than the above stipulated availability, then you may be entitled to Service Credits in accordance with the below.

Measurement

2.9. The Service Levels for set forth in the SLA shall, unless otherwise agreed in writing, be measured by us and the results of such measurements shall be reported to you in writing not later than the [the 5th] day of each [month/] in respect of the preceding calendar [month].

3. Service credits

3.1. If we do not achieve and maintain the Service Levels as described in this SLA, then you may be eligible for a credit towards a portion of your monthly service fees (a “Service Credit”).

3.2. Service Credits, unless otherwise agreed, are your sole, exhaustive and exclusive remedy for any performance or availability issues for the Nexus GO and/or any Service under the Agreement and this SLA. You may not offset your applicable fees for any performance or availability issues.

3.3. Service Credits apply only to fees paid for the particular Service for which a Service Level has not been met. The Service Credits awarded in any billing month for a particular Service will not, under any circumstance, exceed your monthly service fee for that Service, in the billing month.

Service availabilityService credit (calculated as a percentage of the fees for the Service for the applicable measurement period)
<[99.6%] %[10%]
<[99.0%] %[25%]

4. Limitations

4.1. This SLA and any applicable Service Levels (and Service Credits) do not apply to any performance or availability issues:

a) that is associated with service and maintenance within the stipulated service windows;

b) due to factors outside our reasonable control (for example, natural disaster, war, acts of terrorism, riots, government action, or a network or device failure external to our data centers, including at your site or between your site and our data center);

c) that result from the use of services, hardware, or software not provided by us, including, but not limited to, issues resulting from inadequate bandwidth or related to third-party software or services;

d) caused by your use of a Service after we advised you to modify your use of the Service, if you did not modify your use as advised;

e) during or with respect to preview, pre-release, beta or trial versions of a Service, feature or software (as determined by us);

f) that result from your unauthorized action or lack of action when required, or from your employees, agents, contractors, or vendors, or anyone gaining access to our network by means of your passwords or equipment, or otherwise resulting from your failure to follow appropriate security practices;

g) that result from your failure to adhere to any required configurations, use supported platforms, follow any policies for acceptable use, or your use of the Service in a manner inconsistent with the features and functionality of the Service or inconsistent with our published guidance; or

h) that result from faulty input, instructions, or arguments (for example, requests to access files that do not exist).