Support Policy and Service Level Commitment

This Support Policy and Service Level Commitment (“SLC”) is between TELECOM METRIC INC. (“TMI”) and the Client (“Client”).

This SLC describes the terms and conditions related to support for the Services, TMI’s commitment to a service level and any remedy for TMI’s failure to meet this commitment. BY ACCESSING OR USING THE SERVICES, THE CLIENT AGREES TO THE TERMS OF THIS SLC.

1. Definitions:

“Acceptable Use Policy” or “AUP” is the acceptable use policy located at www.telecommetric.com/legaldocs/aup

“Agreement” means the Client Services Agreement and these Terms, as well as any Schedules, order forms, quotations and all documents supplementing, amending or confirming the Agreement.

“Client Owned Hardware” or “COH” means any hardware or equipment owned by the Client whether purchased from TMI or another supplier.

“Client Premises Equipment” or “CPE” means any Equipment located at Client premises.

“Equipment” means any equipment, facilities and products, including but not limited to modems and routers that TMI uses in order to deliver Service to the Client.

“Estimate” means the estimate for products, Services and/or Professional Services provided by TMI to the Client.

“Fees” means the rates and charges set out in the Service Applicable as well as any additional usage charges, surcharges, pricing and features applicable to any specific Service.

“Interconnect” is a service provider other than TMI that is involved in the delivery of the Services, typically providing a circuit or device integration services.

“MACD” means a Move, Add, Change, or Delete request with respect to the Services.  This includes but is not limited to requests for changes to system and/or services functionality.

“Measurement Period” is the measurement period begins on the first day of each month and ends on the last day of such month. For service initiation, the measurement period begins on the first day of the next full month after service is initiated. For service termination, the final measurement period is considered the last full month prior to service termination.

“Network Operations Center” or “NOC” is an operations center that monitors all TMI owned and/or operated Equipment 24/7/365.

“Parties” means Client and TMI and “Party” means either one.

“Professional Services” means the one-time or per incident services such as consultation, installation, or training that TMI provides to the Client.

“Regular Operating Hours” means Monday – Friday, 9:00AM to 5:00PM EST, with the exception of statutory or public holidays.

“Schedule” means all additional schedules that are attached to this Agreement and any additional schedules executed from time to time by the Parties.

“Service” or “Services” means the communication services, whether telecom, cloud or internet, that TMI provides to Client on an ongoing basis

“Upstream Provider” is a third party that interoperates with the Service by providing certain aspects of the Service that are outside of TMI’s control.

“Upstream Provider Issue” is an issue with the Upstream Provider’s services that affects the Services.

“User” includes any person (including but not limited to Client), firm, corporation or other entity that utilizes the Services or otherwise through Client’s authorization or other means utilizes the Services.  Derivative terms such as “Usage” and Use” will have corresponding meanings.

“TMI Network” means any servers, services, or other Equipment owned and/or operated by TMI.

2. Issue Types and Support Policy

Events are occurrences that impact the availability of Services excluding scheduled maintenance downtime, “Events”.  TMI distinguishes among six (6) Issue Types as follows:

Class 1:  Severe:  A Class 1 Event is a TMI Network issue that impacts all functionality of the Services for any Client and results in the failure or inaccessibility of critical functions of the Services.

Class 2: Moderate: A Class 2 Event is a TMI Network issue that impacts some functionality of the Services for any End Client, but the extent of the impact is likely to be moderate. An example of a Class 2 Event is the failure or inaccessibility of some of the non-critical functions of the Services for any End Customer.

Class 3: Minor:  A Class 3 Event is a TMI Network issue that impacts few functions of the Services for any End Client. An example of a Class 3 Event is the minor degradation in functionality of a few functions of the Services for any End Client.

Class 4: Other Interconnect: A Class 4 Event is an issue that falls under the responsibility of another Interconnect providing service to the Client that impacts any function of the Services whether severe, moderate or minor.  An example of a Class 4 issue is a circuit failure or degradation in Internet service.

Class 5: Client Premises: A Class 5 Event is an issue at the Client’s premises that impacts any function of the Services whether severe, moderate or minor.  An example of a Client Premises issue is a local network issue, or COH failure such as a PBX, IP phone or network switch.

Class 6: Other: A Class 6 Event is any other ticket that does not fit into one of the other classes and does not need attention outside of Regular Operating Hours.  An example of a Class 6 Event is a MACD.

Table 1: Support Policy by Issue Type

Issue Type Responsible Party* TMI NOC Availability Mean Time To Respond Mean Time To Repair Fees
Class 1 TMI 24/7/365 30 Minutes 1 Hour** N/A
Class 2 TMI 24/7/365 30 Minutes 2 Hours** N/A
Class 3 TMI 24/7/365 60 Minutes 24 Hours** N/A
Class 4 Other Interconnect* Regular Operating Hours Best Effort N/A See Professional Services Agreement
Class 5 Client* Regular Operating Hours Best Effort Best Effort See Professional Services Agreement
Class 6 TMI Regular Operating Hours 1 business day 2 business days Variable.  Request a quote.
(*) When not listed as the responsible party, TMI will be reasonably available for consultation under the terms and conditions specified in Professional Services Agreement.
(**) If an issue is specified as an Upstream Provider Issue, TMI will have no control over the resolution time.

3. Contact Information

The Client may contact TMI support by one of the following methods:

Email: support@telecommetric.ca
Phone: (613) 417-0348

When submitting a support ticket by phone, the Client will be given the option to select Emergency or Regular.  Emergency tickets are monitored 24/7/365 and Regular tickets are monitored during Regular Operating Hours. Accordingly, Class 1-3 tickets should be submitted by phone as Emergency tickets outside of Regular Operating Hours.  Class 4-6 tickets should be either submitted by email or submitted as Regular if submitting by phone.

Escalation Process
Upon email request to support@telecommetric.ca the Client will be provided with the current escalation procedure.

4. On-Going Monitoring and Adjustments

TMI shall monitor the Services on a continuous and on-going basis.

5. Service Level Commitment

  1. This Service Level Commitment constitutes the service level commitment of TMI with respect to the Services.
     
  2. By signing the Client Services Agreement referencing these terms, Client agrees to the Service Level Commitment set forth in this document.
     
  3. THIS SERVICE LEVEL COMMITMENT MAY BE CHANGED AND UPDATED FROM TIME TO TIME BY TMI. TMI WILL POST THE UPDATED SLC ON ITS WEBSITE (WWW. TELECOMMETRIC.CA) AND MAY ADDITIONALLY PROVIDE CLIENT NOTICE OF ANY CHANGES BY LETTER OR IN CLIENT’S MONTHLY BILL.  CLIENT’S CONTINUED USE OF THE RELEVANT SERVICES THEREAFTER WILL BE DEEMED ACCEPTANCE BY CLIENT OF SUCH CHANGES.  TMI ENCOURAGES CLIENT TO REGULARLY VISIT ITS WEB SITE FOR THE LATEST TERMS AND CONDITIONS.

6. Private TLS and Public Service Connections provided by TMI

TMI Service Connections consist of three components, a physical link, an IP connection between the Client and the internet, and the appropriate CPE. The physical link will generally be a Fibre connection (access) from the Client’s business location to the TMI Network.

7. TMI Network Availability

  1. Service Level Commitment
    For the Services provided to Client under the Client Services Agreement with TMI, TMI is committed to maintaining availability (as defined below) of the TMI Network of ninety-nine and ninety-nine hundredths percent (99.99 %). This is across the entire TMI Network and not specific to any single customer line.
     
  2. Measurement and Calculation
    “TMI Network Availability” is the ratio of the time the TMI Network is capable of accepting and delivering information to the total time in the Measurement Period. TMI Network Availability is expressed as a percentage.
    The calculation for TMI Network Availability is:
    [(Total Minutes in Measurement Period – Total Minutes of Downtime in Measurement Period) X 100%] / Total Minutes in Measurement Period
     
  3. Components Included
    This is a TMI Network wide measurement.
     
  4. Components Excluded
    The following shall be excluded from any TMI Network outage time when calculating the TMI Network Availability:
    • TMI Network downtime during scheduled maintenance windows of TMI or its vendors
    • The failure of any components due to negligence or intentional misconduct of the Client
    • All COH and CPE
    • TMI Network downtime during which TMI cannot access required facilities due to inaccessibility beyond TMI’s reasonable control
    • TMI Network downtime due to Acts of God or nature
    • Failures due to the local loop
    • TMI Network downtime due to scheduled maintenance caused by the act or failure to act of the Client or any party other than TMI or caused by any action or event beyond TMI’s reasonable control
    • TMI Network downtime due to failure of any network or system provided by Client or any third party.
    • Other services provided to the Client that are not part of the TMI Network

     
  5. TMI Network Availability Remedies
    Upon notification by the Customer and verification by TMI that the actual TMI Network Availability is below the committed TMI Network Availability for the Measurement Period, TMI shall apply a credit equal to five percent (5%) of the monthly service charge under the Agreement for each validated outage in the applicable Measurement Period. Such credit shall be Client’s sole and exclusive remedy for TMI’s failure to meet the committed TMI Network Availability. Client must request credit within thirty (30) days of the validated outage. TMI reserves the right to determine if an outage is considered a validated outage. Client payables must be current prior to receiving any credits. Requests for credits may take up to 30 days to research and review; Client is responsible for paying current invoices and will receive a credit after the 30 day review period.

8. Throughput

  1. Service Level Commitment
    Latency to the Internet Gateway from the CPE will not exceed 60ms.
     
  2. Measurement and Calculation
    “Throughput” is the ability of the TMI Network to transmit traffic without loss or error at the contracted connection speed, measured over the Measurement Period.
     
  3. Excluded Items
    The following shall be excluded from any determination of Throughput:
    • The failure of the CPE, COH or any components on the Client side, whether or not such CPE or COH was provided by TMI
    • Service degradation during TMI’s scheduled maintenance windows
    • The failure of any components due to negligence or intentional misconduct of the Client
    • Service degradation during which TMI cannot access required facilities due to inaccessibility beyond TMI’s reasonable control
    • Service degradation due to Acts of God or nature
    • Any lines added, removed, or re-configured during the month
    • Service degradation due to the local loop
    • TMI Network downtime or Service degradation due to failure of any network or system provided by the Client or any third party.
    • TMI Network downtime caused by the act or failure to act of Client or any party other than TMI or caused by any action or event beyond TMI’s reasonable control
    • Other services provided to the Client that are not part of the TMI Network

     
  4. Throughput Remedies
    Upon notification by the Client and verification by TMI that the actual Throughput is below the committed Throughput for the Measurement Period, TMI shall apply a credit equal to five percent (5%) of the monthly service connection charge for each service that fails to meet the committed Throughput in the applicable Measurement Period. Such credit shall be Client’s sole and exclusive remedy for TMI’s failure to meet the committed Throughput. Client must request credit within thirty (30) days of the validated outage. TMI reserves the right to determine if an outage is considered a validated outage. Client payables must be current prior to receiving any credits. Requests for credits may take up to 30 days to research and review; Client is responsible for paying current invoices and will receive a credit after the 30 day review period.

9. Mean Time To Respond

  1. Service Level Commitment
    See Target Response Times in Table 1.
     
  2. Measurement and Calculation
    Elapsed time is measured from the time a particular trouble ticket is opened by TMI or Client to the time TMI attempts to contact the Client with a status update of the trouble reported.The Mean Time to Respond” calculation is as follows:
    [Time Representative Attempts to Contact Client – Time Trouble Reported] / [Total Number of Trouble Tickets in Measurement Period]
     
  3. Excluded Items
    The following shall be excluded from any determination of Mean Time To Respond:
    • When response is not met due to Acts of God or nature, scheduled maintenance, the act or failure to act of the Client or any party other than TMI or any action or event beyond TMI’s reasonable control
    • When response is not met due to of any network or system provided by customer, any third party or Upstream Provider
    • Other services provided to the Client that are not part of the TMI Network

     
  4. Mean Time to Respond Remedies
    Upon notification by the Client and verification by TMI that the committed Mean Time to Respond is not met for the Measurement Period, TMI shall apply a credit equal to five percent (5%) of the monthly service connection charge for each incident for which TMI did not meet the committed Mean Time to Respond. Such credit shall be the Client’s sole and exclusive remedy for TMI’s failure to meet the committed Mean Time to Respond. Client must request credit within thirty (30) days of the validated outage. TMI reserves the right to determine if an outage is considered a validated outage. Client payables must be current prior to receiving any credits. Requests for credits may take up to 30 days to research and review; Client is responsible for paying current invoices and will receive a credit after the 30 day review period.

10. Mean Time To Repair

  1. Service Level Commitment
    See Table 1.
     
  2. Measurement and Calculation
    Elapsed time is measured from the time the trouble ticket is opened by TMI to the time service is restored to normal operating performance.

    The calculation for “Mean Time to Repair” is as follows:
    Mean Time to Repair =[Total Outage Time (hours) for all Trouble Tickets] / [Total Number of Trouble Tickets]
     
  3. Excluded Items
    • The following shall be excluded from any determination of Mean Time To Repair:
    • Trouble tickets due to the failure of the COH, CPE or any components on the Client, whether or not such COH or CPE was provided by TMI
    • Trouble tickets due to TMI’s scheduled maintenance windows
    • Trouble tickets due to the failure of any components due to negligence or intentional misconduct of the Client
    • Trouble tickets for which TMI cannot access required facilities due to inaccessibility beyond TMI’s reasonable control
    • Trouble tickets due to Acts of God or nature
    • Trouble tickets related to any lines added, removed, or re-configured during the month
    • Trouble tickets associated with lines used as backup or alternate routes
    • When response is not met due to any network or system elements provided by Client, any third party or Upstream Provider
    • “No Trouble Found” trouble tickets
    • Failures due to the local loop
    • Trouble tickets caused by the act or failure to act of the Client or any party other than TMI or caused by any action or event beyond TMI’s reasonable control
    • Other services provided to the Client that are not part of the TMI Network

     
  4. Mean Time to Repair Remedies
    Upon notification by the Client and verification by TMI that the actual Mean Time to Repair level is below the committed level, TMI shall apply a credit equal to five percent (5%) of the monthly service connection charge for each incident for which TMI did not meet the committed Mean Time to Repair. Such credit shall be the Client’s sole and exclusive remedy for TMI’s failure to meet the committed Mean Time to Repair. The Client must request credit within thirty (30) days of the validated outage. TMI reserves the right to determine if an outage is considered a validated outage. The Client payables must be current prior to receiving any credits. Requests for credits may take up to 30 days to research and review; the Client is responsible for paying current invoices and will receive a credit after the 30 day review period.

11. Warranty

  1. Warranty Commitment
    All hardware purchased from TMI by the Client is under a warranty period specified in Hardware Purchase Agreement.  The Client will be required to send any non-functional hardware to TMI.  TMI is committed to maintain a maximum of 30 business day repair or replace time on all hardware purchased from TMI, excluding the time to ship to and from TMI.

12. Remedies – General

  1. Maximum Allowable Remedy
    At no time will multiple remedies be provided to the Client for the same, similar or related troubles on the same Service. TMI shall have no liability for any failure of any TMI network, service or equipment to meet the forgoing guidelines due to scheduled maintenance, caused by the act or failure to act of the Client or any party other than TMI or caused by any action or event beyond TMI ‘s reasonable control.The Client’s sole and exclusive remedy for TMI’s failure to meet the foregoing guidelines shall be the credit outlined in the applicable section. The maximum allowable remedy in a given Measurement Period will be the value of the monthly service charge. The Client must request credit within thirty (30) days of the validated outage. TMI reserves the right to determine if an outage is considered a validated outage.

    THE CLIENT UNDERSTANDS THAT THE SERVICES, NETWORKS AND EQUIPMENT REFERRED TO HEREIN WILL BE FURNISHED “AS IS” AND WITH ALL FAULTS. OTHER THAN ANY LIMITED WARRANTY THAT MAY BE GIVEN TO CLIENT UNDER THE AGREEMENT, TMI MAKES AND CLIENT RECEIVES NO WARRANTIES, EXPRESS, IMPLIED, STATUATORY, IN THIS SLA OR IN ANY COMMUNICATION WITH CLIENT REGARDING SUCH SERVICES, NETWORK OR EQUIPMENT. TMI SPECIFICALLY DISCLAIMS ALL OTHER WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. TMI EXPRESSLY DISCLAIMS RESPONSIBILITY FOR ARISING OUT OF OR BASED UPON THE CONTENT OF INFORMATION TRANSMITTED BY CLIENT OR THE RESULTS OF ANY TRANSMISSION. TMI DOES NOT WARRANT THAT THE OPERATION OF THE SERVICES, NETWORKS OR EQUIPMENT COVERED BY THIS SLA WILL BE UNINTERRUPED OR ERROR FREE.