Terms not defined herein will have the meanings ascribed to them in the relevant agreement for the Clio Services entered into between the parties (the “Agreement”) that incorporates this Service Level Agreement by reference or related service order, quote or other similar document (“Service Order”). In addition, the following terms, when used in this Service Level Agreement will have the following meanings:
1.1 Clio provides this Service Level Agreement during the Subscription Term as measured by automated performance tests on each of the “Service Components” set forth below:
| SERVICE COMPONENT | DEFINITION |
| FRONT END 3.0 | Core cloud infrastructure for learning platform including didactical features and interactive elements. |
| AUTHOR TOOL/CMS | Content repositories that manages publishers and enables content creation and publishing on platform provided through Clio Aps. |
| ACCOUNT AND USER MANAGEMENT TOOL FOR EXTERNAL USERS | Tool for managing account and user access to personalised platform. |
1.2 Service Component Availability (defined below) shall be measured on a Service Component basis by an automated monitoring service contracted by Clio (the “Monitoring Service”).
The “Service Component Availability” shall be calculated as the number of Successful Component Performance Tests per calendar month, divided by the corresponding number of total Component Performance Tests in that calendar month; provided that service issues or outages relating to any Exclusions (as defined below) shall not be included in the calculation.
The current statistics on the Monitoring Service are available for the Customer upon request to Clio for the entire period stated in the provisioning document.
1.3 A “Component Service Issue” means that the Service Component Availability is lower than the “Component Performance Target” (as specified per Service Component in the Service Order) in a calendar month; provided that service issues or outages relating to any Exclusions shall not be deemed as a Component Service Issue.
1.4 Notwithstanding anything to the contrary, no Component Service Issue shall be deemed to have occurred with respect to any unavailability, suspension or termination of the Clio Services, that (i) are caused by factors outside of Clio’s reasonable control, including, without limitation, any Force Majeure Event, carrier related problems or issues, or Internet access or related problems beyond the demarcation point of Clio or its direct hosting subcontractors (i.e., beyond the point in the network where Clio maintains access and control over the Clio Service Components); (ii) result from any actions or inactions of Customer or any third party (other than Clio’s direct hosting subcontractor), including any failure to comply with the Documentation, AUP or terms of the Agreement, any failure to use the most recent version of Clio’s APIs or SDKs or any use of the Clio Services in excess of any usage limitations set forth in the Service Order; (iii) result from Customer’s or a third party’s applications, equipment, software or other technology (other than third party equipment within Clio’s direct control); or (iv) arise from Clio’s suspension or termination of Customer’s right to use the Clio Services in accordance with the Agreement, (v) Scheduled Maintenance (as defined below); or (vi) problems or issues related to Beta Services or other non-generally available Clio features, test environments or products (collectively, the “Exclusions”).
1.5 “Scheduled Maintenance” means maintenance that is announced by Clio via email to the customer at least three (3) business days in advance, during which any or all of the Service Components are unavailable to Customer’s Account. Scheduled Maintenance shall not exceed eight (8) hours in a calendar month. Clio will use commercially reasonable efforts to schedule Scheduled Maintenance for off-peak hours and to avoid any Scheduled Maintenance causing unavailability of the Content Delivery API.
1.6 Remedies.
For a calendar month during the Subscription Term with a Component Service Issue (the “Impacted Month”), Customer’s sole remedy will be to claim a service credit (a “Service Credit”).
| SERVICE COMPONENT | COMPONENT CREDIT WEIGHT |
| FRONT END 3.0 | 50% |
| ACCOUNT AND USER MANAGEMENT TOOL FOR EXTERNAL USERS | 30% |
| AUTHOR TOOL/CMS | 20% |
| TOTAL | 100% |
The Service Credit for the Impacted Month shall be calculated by:
Example:
Any Service Credit shall automatically be applied against Subscription Fees subsequently payable by Customer for the current or next Subscription Term. No refunds will be provided in exchange for Service Credits; thus, if the Subscription Term is not renewed, the Service Credit will expire. However, Clio may elect in its discretion to pay to Customer the value of a Service Credit instead of crediting it against Subscription Fees for the subsequent Subscription Term. To claim a Service Credit, Customer must open a Support Ticket (as defined below) within thirty (30) days following an Impacted Month. No Service Credit is available if Customer is past due or in default with respect to any payment or in material breach of this Agreement when the Service Credit is claimed.
In addition to Service Credits, in the event that any Service Component has a Component Service Availability per calendar month less than 98% in any three (3) calendar months during a Subscription calendar year (a “Chronic Service Availability Failure”), Customer shall, within thirty (30) days following the occurrence of such Chronic Service Availability Failure, have the right to terminate the applicable Service Order upon thirty (30) days written notice to Clio. Upon a termination for Chronic Service Availability Failure, Clio will, upon request, refund to Customer, on a pro-rated basis, any Subscription Fees previously paid to Clio for the corresponding unused portion of Customer’s Subscription Term.
2.1 Clio will provide support to Customer as set forth below (“Support”). Support is provided in English as the sole language.
2.2 Ticket Submission.
Customer’s Registered Users may submit a ticket (a “Support Ticket”) that shall contain a detailed description of the issue sent to Clio via mail, Clio support system or telephone – all introduced to the customer as a part of the Service agreement.
Each Support Ticket will be assigned a unique case number. Multiple Support Tickets submitted related to substantially the same occurrence or subject matter shall be deemed a single Support Ticket.
Clio will respond to each Support Ticket in accordance with this Service Level Agreement and will use commercially reasonable efforts to promptly resolve each Support Ticket. Actual resolution time will depend on the nature of the Support Ticket and the resolution itself. A resolution may consist of a fix, workaround, new feature request, delivery of information or other commercially reasonable solution of the issue.
Clio may, from time to time, develop additional methods for Customer to submit a Support Ticket, and will make information regarding such methods available to Customer.
2.3 Scope of Support.
Support covers (i) development and production issues for the Clio Service Components; (ii) informational and implementation questions about the Clio Service and its features; and (iii) troubleshooting operational problems with the Clio Service Components.
Support does not include issues resulting from the Exclusions or code development, debugging or fixing of Customer’s or third party’s software that interacts with the Clio Service Components. Clio may assist Customer and its third party providers in diagnosing and resolving issues or errors but Customer acknowledges that these matters are outside of Clio’s support obligations.
2.4 Severity Level Determination.
A “Severity Level” shall reflect the urgency of a Support Ticket and be defined as:
| SEVERITY LEVEL | SEVERITY DEFINITION |
| 1 (Critical)
| Issues affecting Customer’s front end of product delivered by Clio:
|
| 2 (High)
| Issues affecting Customer’s front end of product delivered by Clio:
Issues affecting Customer’s production systems (e.g. content development, user access management):
|
| 3 (Standard)
|
|
Clio shall diagnose the Severity Level of each Support (a “Severity Level Determination”). and notify Customer of the Severity Level Determination. In the event of a conflict regarding the appropriate Severity Level Determination, each party shall promptly escalate such conflict to its management team for resolution through consultation between the parties’ management, during which time the parties shall continue to handle the Support Ticket in accordance with the Clio Severity Level Determination.
2.5 Clio Support Commitment.
Clio will respond to Support Tickets based on the Maximum Response Times below.
“Maximum Response Time” means the period from the time a Support Ticket was submitted until Clio responds to Customer. Because of the widely varying nature of issues, Clio cannot provide specific resolution time commitments.
“Business Hours” shall be defined as the time between Monday through Friday between 8am to 4pm CET, excluding weekends and holidays.
The Maximum Response Time to a Support Ticket is dependent on the Severity Level Determination and specified in the Service Order.
2.6 Customer Support Commitment.
Clio’s provision of Support is subject to Customer providing support and assistance to Clio as follows based on the Severity Level of the Support Ticket:
| Severity Level | Customer Support Commitment |
| Severity 1 – Critical | Customer’s technical team or technical personnel shall remain accessible available via ticket or web conference from the time Support Ticket is submitted until issue is resolved |
| Severity 2 – High | Customer’s technical team or technical personnel shall respond to Clio’s requests for additional information and shall implement recommended solution in a timely manner |
Clio is not responsible for any delays, failures, deficiencies or non-conformities with regards to Support if such delays, failures, deficiencies or non-conformities are due to a delay or failure by Customer to fully comply with their obligations set forth above. Agreed deadlines (if any) will be automatically extended by the amount of time during which Customer is not in full compliance with these obligations.
Latest updated on 11. March 2021.
At Clio Partners we believe in learning. We believe in people. We believe in technology.
Last but not least we believe in you and that together, we can make all children learn more.
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