1. Efforts to ensure the service is operative
Sage shall use reasonable commercial efforts to ensure that the Service is Operative. In the event the Service becomes inoperative, Sage will exert reasonable commercial efforts to restore the Service as quickly as possible, including utilizing other data centers available to Sage if possible. Sage has no responsibility for matters within your control which may impair your ability to access the Services, including without limitation (a) your hardware, network components and infrastructure; (b) any software running on your hardware (other than On-Premise Software); and (c) your connection to the Internet.
2. System and application program updates
As part of normal operations and in its sole discretion, Sage will perform necessary upgrades, service pack implementations and fixes to both system and application programs as they become available.
3. Performance shortfall
If a Performance Shortfall occurs, you will be eligible for a credit against your Subscription Fee in the amount set forth in the table below. You may claim this credit in writing or by email within seven (7) days after the end of the Month during which the Performance Shortfall occurs. Your right to claim a credit expires at the end of the seven-day period.
||Credit (percentage of annual subscription fee)
|90.0% - 99.5%
|85.0% - 89.9%
|84.9% or less
As part of Service procedures, Sage performs daily backups of data that may be stored in on-site or off-site locations.
· Recovery Point Objective of 4 hours (4-hours recovery replicas)
· Recovery Time Objective (RTO) of 24 hours
· Rolling days backup of 7 days
Capitalized words shall have the meanings ascribed to them in the Subscription Agreement or otherwise set forth below.
5.1 "Emergency Downtime" means a cessation of your access to the Service caused by the execution of emergency maintenance on the Service for an urgent and unexpected condition. Notwithstanding the exercise of commercially reasonable precautions, "Emergency Downtime" may include without limitation preventing (a) the imminent loss of data, or (b) the introduction or reproduction of a virus, worm, or other malicious application. The hours associated with this "Emergency Downtime" shall not be counted as "Unscheduled Downtime" so long as they occur between the hours of 8:00 PM to 5:00 AM PST.
5.2 "Hours of Operation" means the total number of hours in any Month. For example, in a 31-day Month, Hours of Operation would be 744 (31 X 24).
5.3 "Month" means your billing cycle under the Subscription Agreement. The billing date of the Subscription Agreement is the first day of each calendar month, and each calendar month is considered a Month hereunder.
5.4 "Monthly Unscheduled Downtime" means the total number of hours of "Unscheduled Downtime" during any Month.
5.5 "Monthly Uptime" means the percentage calculated as 100% less the ratio (expressed as a percentage) of Monthly Unscheduled Downtime to Hours of Operation, rounded to the nearest one-tenth percent (0.1%). For example, if Monthly Unscheduled Downtime is 12 hours and Hours of Operation is 744 hours, Monthly Uptime would be 98.4% (100% - (12 / 744)).
5.6 "Operative" refers to the state of the Service when delivering services in accordance with these Service Level Guidelines, subject to Scheduled Downtime, Emergency Downtime, and Force Majeure.
5.7 “Performance Shortfall" means Monthly Uptime falling below 99.5% during any rolling 12-month period.
5.8 "Scheduled Downtime" means a cessation of your access to the Service for reasonable purposes of changes or maintenance to operating systems or hardware platforms by Sage or its agents. Sage shall notify you of "Scheduled Downtime" not less than 7 days prior to the start of any "Scheduled Downtime". The hours associated with "Scheduled Downtime" shall not be counted as "Unscheduled Downtime" so long as they occur between the hours of 8:00 PM to 5:00 AM PST.
5.9 "Unscheduled Downtime" means the hours of Downtime excluding "Emergency Downtime" and "Scheduled Downtime" executed during their prescribed time periods.