SLA – Service Level Agreement

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  • Service Availability Commitment.
    It is the goal of Kipu Systems, LLC (“Kipu”) to have its Services available to Customers twenty-four hours a day seven days a week, with the exception of Planned Downtime. Kipu will use commercially reasonable efforts to provide Customers with average annual availability (excluding Planned Downtime) that is equal to or greater than 99.99%. Kipu’s records and data shall be the basis for all service availability calculations and determinations.
  • Planned Downtime
    • Planned Downtime, Planned downtime occurs when the Customer has no access to the Services due to scheduled maintenance by Kipu or Kipu’s data center host (“Planned Downtime”).
    • Scheduling of Planned Downtime. Kipu will make commercially reasonable efforts to schedule Planned Downtime at a time and manner reasonably anticipated to minimize disruptions to all of its affected Customers. It is anticipated that Planned Downtime will include scheduled maintenance and application upgrades.
    • Notice for Planned Downtime. Kipu will use commercially reasonable efforts to provide twenty-four (24) hours prior notice for scheduled Planned Downtime not to exceed one (1) hour. For all Planned Downtime scheduled to last one (I) hour or more, Kipu will use commercially reasonable efforts to provide at least seventy-two (72) hours prior notice.
  • Severity Levels
    • Unplanned service interruption occurs when the Customer’s access to Services is affected by problems of severity level 0 through 4 (“Unplanned Service Interruption”). Severity levels for Unplanned Service Interruptions are described in the following schedule.
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Severity

Unplanned Disruption Description

0

Unplanned Downtime due to Complete System Failure. Level 0 issues result in complete system failure due to the servers or network on which the Services are accessed not being available for a continuous period lasting greater than fifteen (15) minutes in length, but excluding the following: (i) any failure by a Customer to access Services caused by any failure, interruption, outage or other factor outside of Kipu’s direct control, including without limitation, issues associated with Customer’s computers, local area networks or internet service providers, any internet connectivity not under Kipu’s direct control, any Force Majeure event or any event resulting from any actions or inactions of Customer, Customer’s agents or any third parties, (ii) unavailability that is caused by any equipment or Internet Service Provider that is not within the direct control of Kipu: (iii) unauthorized use of or modifications to hardware or software, and (iv) Planned Downtime.

1

Inoperable Business or Clinical Function. Level 1 issues have a negative impact upon a significant clinical function of the Services. This category is characterized by (i) major functionality loss and/or (ii) more than one important feature not working.

2

Business or Clinical Function Limitation. Level 2 issues result in narrow functional limitations and situations that do not currently impair the Customer’s business or clinical activities while using Services. This category is characterized by (i) impaired functions that are used daily, (ii) an issue that adversely affects clinical performance and/or (iii) a temporary workaround being available.

3

Limited Occurrence Customer Issue. Level 3 issues result in a negative impact on specific functions within the Service that do not negatively impact daily operations. These issues are characterized by infrequent occurrence and/or intermittent function.

4

Minor System Issue. Level 4 errors are issues that do not affect business or clinical operations or have only minor impact.

  • Unplanned service interruption occurs when the Customer’s access to Services is affected by problems of severity level 0 through 4 (“Unplanned Service Interruption”). Severity levels for Unplanned Service Interruptions are described in the following schedule.
  • Kipu will use commercially reasonable efforts to respond to Unplanned Service Interruptions, 24x7x365 that are reported through one of Kipu’s Customer Support channels listed at http://www.kipusystems.com/Support using the guidelines below:
Severity

Definition

Response Objective

Restore Objective

0

Unplanned Downtime due to Complete System Failure.

< 1 hour

Kipu will work 24 hours a day 7 days a week to restore service

1

Inoperable Business or Clinical Function.

< 1 hour

Kipu will work 24 hours a day 7 days a week to restore service

2

Business or Clinical Function Limitation.

< 1 business day

Kipu will work during normal business hours to address issue

3-4

Limited Occurrence Customer Issue or Minor System Issue

< 2 business days

Kipu will use commercially reasonable efforts to address issue

  • Unplanned Service Interruption. In the event Customer experiences a Level 1 or 0 Unplanned Service Interruption in any calendar month, subject to the conditions set forth in this Section 4, Customer shall be eligible to receive from Kipu a service credit “Service Credit” in accordance with the following schedule:
Severity

Incidents of Actual Service Interruption of Total Aggregate Time of Service Interruption

Service Credit Equals Percent of Maintenance Fee During Month of Unplanned Service Interruption

0

Any incident exceeding 0.72 hours (99.99% uptime)

25%

0

3 incidents or 3 hours

50%

0

5+ incidents or 6 hours

100%

1

3 incidents or 4 hours

25%

1

5+ incidents or 8 hours

50%

  • Customer Must Request Service Credit. In order to receive any of the Service Credits described in this Section 4 Customer must notify Kipu within thirty (30) days from the time Customer becomes eligible to receive a Service Credit. Failure to comply with this requirement will forfeit Customer’s right to receive a Service Credit.
  • Payment of Service Credit. The Service Credit will be issued on the Kipu invoice for the period following Customer’s request for the Service Credit, unless the Service Credit is due in Customer’s final month of the Term. In such a case the refund for the dollar amount of the Service Credit will be mailed to Customer.
  • Termination Option for Chronic Problems. In the event Customer experiences three (3) Level 0 Unplanned Service Interruptions in any single calendar month for two (2) consecutive calendar months, Customer may terminate its Agreement without breach or penalty by notifying Kipu within five (5) days following the end of the second consecutive calendar month in which there were three (3) Level 0 Unplanned Service Interruptions.
  • This offer is available only to clients who entered into a new Agreement as of 5/1/16 and who pay an undiscounted Maintenance Fee of $500 per instance/facility/location.
  • The Credits apply only to the monthly Maintenance Fee, not to Per Patient Fees.