Last Reviewed : 1 December 2023

This SLA is entered into between C2M and the Partner named in the Agreement and is incorporated into and governed by the terms of the Agreement.

Any capitalised term not defined in this SLA shall have the meaning given to it in the Agreement.

A. Definitions

“Billing Period” means one calendar month starting from the Effective Date;
“Downtime” means a period commencing upon C2M verifying that an incident the Partner has reported to C2M in writing has occurred and rendered the Services totally unusable by or in respect of a Customer and ending when C2M notifies the Partner that the incident has been cleared. Scheduled Maintenance, Un-scheduled Maintenance, Emergency Maintenance and Service Disruption are not included in the calculation of Downtime;
“Emergency Maintenance” means maintenance tasks which in the reasonable opinion of C2M need to be performed sooner than the Scheduled or Un-scheduled Maintenance;
“Helpdesk Ticket Portal” means the online system for raising new support incident tickets;
“Helpdesk” means the team of support staff and engineers from C2M who shall provide support services;
“Operating System” a software system designed to run directly on physical or virtual hardware which manages the hardware state and allows running of additional application software;
“Partner Administrators” means up to 2 nominated individuals per Partner who may contact the Helpdesk;
“Priority Code” means the classification for all incidents raised with the Helpdesk as defined below in clause 3.2;
“Scheduled Maintenance” means technical administration tasks which need to be performed to ensure the on-going security, stability, reliability and continuity of Services offered;
“Service Credit” means re-imbursement of service fees in part or full for an interruption in Services which was due to Downtime;
“Service Disruption” means occasions when Services are disrupted through an error or act of the Partner or Customer or another third party, or circumstances outside the reasonable control of C2M or as defined in clause 5.1 below;
“Service Level” means an agreed scope for incident response time, incident update interval and target resolution time by C2M for an incident reported by the Partner;
“SLA Report Period” means a full calendar month commencing on the 1st of each month;
“Un-scheduled Maintenance” means non-routine technical administration tasks which need to be performed to ensure the on-going security, stability, reliability and continuity of Services offered. C2M will give the Partner a minimum of 24 hours written notice of any required Un-scheduled Maintenance;
“Virtual Server” means a virtualised server environment running a Guest Operating System including the data files which define the Virtual Machine and those which contain the Virtual Machine’s associated virtual disk drives and their data.

B. Hosting Services Description

The Hosting Services will be available in line with the provisions of this SLA. Normal service requests will be undertaken by C2M staff during Business Hours.

The basic elements of the Hosting Services are:

1. Data Centre Colocation Service
C2M will provide the Partner with suitable rackspace and tier III Data Centre Colocation facilities and technologies as they are required during the Term of the Agreement. The Data Centre Colocation will be provisioned and maintained in accordance with this SLA. Colocation requirements and Services will be invoiced as set out in each Order Form.

2. Desktop-as-a-Service
C2M will provide the Partner with SaaS services and infrastructure on either RDS or Citrix based remote technology. Such technology will come as a fully managed services, meaning that critical infrastructure items such as backups, monitoring and disaster recovery, are fully catered for. The Partner will be billed monthly in arrears for the SaaS service, on a per seat basis. The SaaS service will be provisioned and maintained in accordance with this SLA and invoiced as set out in each Order Form.

3. Managed Virtual & Dedicated Servers
C2M will provide the Partner with virtual & dedicated server services and infrastructure. Such technology will come as a fully managed services, meaning that critical infrastructure items such as backups, monitoring and disaster recovery, are fully catered for. The Partner will be billed monthly in arrears for the service, on a per server basis. This service will be provisioned and maintained in accordance with this SLA and invoiced as set out in each Order Form.

4. Software and SaaS Based Services
C2M will provide the Partner with accompanying software’s, such as Microsoft SQL and Microsoft Office. In addition C2M will provide services from 3rd parties which integrate into our services, such as Cisco Duo 2 Factor authentication. These solutions will be procured by C2M and fully managed. This service will be provisioned and maintained in accordance with this SLA and invoiced as set out in each Order Form.

5. VPN and Network Services
C2M will provide the Partner with accompanying VPN technology, to enable their customers to securely connect to the C2M services, such as Desktop-as-a-Service and Managed Virtual & Dedicated Virtual Services. This service will be provisioned and maintained in accordance with this SLA and invoiced as set out in each Order Form.

6. Server Engineer
C2M will provide a remote Server Engineer during Business Hours. In addition to this a remote Server Engineer may conduct maintenance operations on the Partner’s Managed Server in line with any Scheduled Maintenance, Un-scheduled Maintenance or Emergency Maintenance as deemed necessary by C2M helpdesk. This role will encompass the general day to day IT support for the Partner Administrator, maintenance of the server, including backups, anti-virus updates, maintenance of printers and administration of the C2M network and infrastructure.

Once a problem or task has been referred to the Server Engineer he/she will diagnose the fault and take steps to resolve it. The Server Engineer will liaise with, report to and (where necessary) take instructions from the Partner Administrator on a day to day basis until resolution in accordance with this SLA.

7. IT Management
C2M will provide input to cater for the proactive development and implementation of the Partner’s cloud-based IT systems, providing technical advice to the Partner Administrators and general IT strategy advice to the Partner.

8. Helpdesk
The Partner shall be responsible for providing all direct line support to Customers.
Partner Administrators will have access to the online C2M Helpdesk ticketing service to co-ordinate the support resources and manage the Helpdesk cover on a day to day basis, providing telephone assistance if required. This also provides remote assistance and escalation to engineers for urgent problem resolution.

C2M does not offer direct support to Customers. Customer support issues must be channelled through the Helpdesk via the Partner Administrators and in accordance with this SLA.

The Helpdesk is available from 8.00am to 6.00pm Monday to Friday local UK time, excluding public holidays in the UK.

Details on assigning priorities and escalating support issues are set out below in the SLA.

C. Service Levels

1. Helpdesk
1.1. The Helpdesk provides a single point of contact for the Partner and is available for the purpose of reporting incidents and the handling of enquiries from the Partner Administrators or other personnel as expressly authorised by the Partner and notified to C2M. All support and assistance are provided in English only.
1.2. During Business Hours all Priority Code incidents will be responded to.
1.3. During Out of Hours, only Priority 1 incidents will be responded to. These Priority 1 incidents must be logged via the Helpdesk Ticket Portal and then followed up by a telephone call to 01737 304210. Incidents that fall under the category of Priority 2 or below should be logged via the Helpdesk Portal as normal, but the response and resolution times shall not commence until the next period of Business Hours.
1.4. Where the Helpdesk identifies that a specific query or incident relates to a product or service outside a C2M service, a clear demarcation will be communicated and the Helpdesk reserves the right to refer the Partner to the appropriate third party supplier for support and resolution.

2. Notification of Incidents
2.1. All incidents and queries must be logged in the Helpdesk Ticket Portal prior to the C2M Helpdesk engaging in assistance.
2.2. On receipt of notification of a request for assistance, an incident or a fault with the Services, an initial assessment shall be undertaken by the Helpdesk. An incident reference will be provided and a Priority Level assigned and agreed with the Partner. The Partner should retain a record of the incident reference which in the event of a claim under the Service Level Guarantee, must be quoted as detailed below, in clause 6.

3. Service Restoration & Incident Response
3.1. The Helpdesk shall acknowledge via email to the designated Partner Administrators the receipt of the ticket to the Helpdesk and include a case reference number.
3.2. C2M shall comply with the following Service Levels in relation to the corresponding Priority Code:

3.3. Priority Codes are initially proposed by the Partner using the above as a guide. C2M reserve the right to re-prioritise tasks if not aligned with the Service Levels shown in clause 3.2.

4. Service Availability & Service Level Guarantee
4.1. C2M has an Availability Target of 99.9%.
4.2. C2M shall use reasonable care and competency when providing Services but does not guarantee that the Services shall be continually available to the Partner or Customer. In the event of unavailability of Services to the Partner or Customer, other than in the case of Scheduled Maintenance, Un-scheduled Maintenance, Emergency Maintenance or Service Disruption, C2M shall reimburse the Partner with Service Credits as follows:

4.3. Service Level data is based on data collected in a single SLA Report Period by the monitoring services used by C2M. The decision on whether or not a Service Credit is due and payable shall be determined solely by C2M on the basis of the monitoring report for the SLA Report Period.

4.4. C2M calculate Service availability as follows:

Service availability % = (H− zh) / H x 100

Where: H = the total number of hours in that calendar month

zh = the number of complete hours during that calendar month when the Services in respect of a particular Partner is experiencing a period of Downtime.

For example: If a Partner experiences 1 hours of Downtime in January in any particular year, the Service Availability would be calculated as follows:

Service availability % = (744 −1) / 744 x 100 = 99.86559%

4.5. The Service Credit shall be the sole and exclusive remedy available to the Partner from C2M in respect of the unavailability of Services.

5. Exclusions to the Service Level Guarantee
5.1. Service Disruption may include but is not exclusively limited to the following:
5.1.1. a Force Majeure event;
5.1.2. a suspension of the Services in accordance with the terms of the Agreement;
5.1.3. a fault on the Partner’s network or own equipment configuration which is not to the default or negligence of C2M or its subcontractors;
5.1.4. a fault that is a result of the Partner not complying with C2M security policies or following the advice of the C2M Helpdesk;
5.1.5. C2M awaiting information from the Partner, Customer or their supplier which is necessary in order to provide the Services in accordance with the Service Levels;
5.1.6. Scheduled, Un-scheduled or Emergency Maintenance as required in accordance with this SLA;
5.1.7. faults or omissions of the Internet, not caused by an act or omission of the Partner or Customer;
5.1.8. faults or emissions in equipment, wiring, cabling software or other services which are not maintained by C2M or its subcontractors;
5.1.9. faults caused by a Computer Virus, Trojan, worm or other malware introduced negligently or otherwise by the Partner or Customer onto equipment due to any or all of the following:
a) any Partner or Customer employee failing to abide by their own anti-virus policy;
b) the Partner or Customer’s failure to introduce virus scanning in accordance with C2M’s reasonable recommendation and where such virus scanning is not unduly expensive or cannot be easily implemented into Partner or Customer’s IT environment;
c) any Customer, Partner or their employee or third party operating with C2M hosted services.
5.1.10. any DNS issues not within the direct control of C2M i.e. a fault on the Partner or Customer’s network or own equipment configuration;
5.1.11. any material breach of the Agreement by the Partner which impacts on the availability of the Services;
5.1.12. a recognised fault originating from an established vendor, such as Microsoft, Cisco, PaloAlto, Dell, ProofPoint Email Security, Duo.
5.2. Where a third party supplier referral occurs (as per clause 1.4) and a third party service remains offline or unresolved within or outside of the Services, the Partner may not claim for Service Credits from C2M under the Service Level Guarantee. The C2M Helpdesk will make commercially reasonable endeavours to assist a third party supplier towards resolution of their problem without compromise to the security or continuity of the Services.
5.3. Customers with Microsoft based hosted services may be automatically placed into the scheduled weekly maintenance window which runs every Sunday morning between the hours of 00:00 – 08:00 where the Partner’s services receives updates, a restart and subject to other service disruptions, during this maintenance period. If the Partner wishes to opt out of this process, they must request this with C2M.
5.4. Notwithstanding clause 5.3 above, C2M reserves the right to conduct weekly maintenance which operates within the hours of 00:00 – 08:00. During this time, any of Partner’s services with C2M may become unreachable. Apart from being unable to connect to the services, the integrity of Partner services will be unaffected. Examples of such maintenance may include but are not limited to network and server hardware upgrades.

6. How to claim Service Credits
6.1. The Partner may make claims under the Service Level Guarantee by writing to C2M (including by email). Such notice should include the incident reference provided by the Helpdesk during the SLA Report Period for which they are claiming. Any claim must be made within one month of the end of the Billing Period in which the period of unavailability has been exceeded and sent either: by post to: Cloud2Me Limited, Old Post, 19 High St, Nutfield, Redhill, Surrey RH1 4HH or by email to: partners@Cloud2Me.co.uk

7. Maintenance
7.1. C2M shall use commercially reasonable endeavours to ensure that the Services are available 99.9% 24 hours per day, 7 days per week, 365 days per year excluding Downtime.
7.2. Scheduled Maintenance shall be required at regular intervals (and is excluded from Service Availability). C2M shall use commercially reasonable endeavours to:
7.2.1. carry out Scheduled Maintenance outside of Business Hours and where possible either at the weekend or late in the evening;
7.2.2. ensure that Scheduled Maintenance causes the minimum disruption to the Partner’s use of the Services;
7.2.3. shall be completed as quickly as is reasonably practical; and
7.2.4. carry out Scheduled Maintenance in a regular weekly maintenance window.
7.3. Scheduled Maintenance may include, but is not limited to, the following:
7.3.1. server and network maintenance;
7.3.2. software upgrades (Operating System and Application Software);
7.3.3. hardware upgrades;
7.3.4. bug fixes; and
7.3.5. operating system updates and patches.
7.4. Occasionally Un-scheduled Maintenance may be required (and is excluded from Service Availability). C2M shall use commercially reasonable endeavours to:
7.4.1. give the Partner at least 24 hours written notice of necessary Un-scheduled Maintenance which is required outside of the normal agreed weekly maintenance window;
7.4.2. carry out Un-scheduled Maintenance outside of Business Hours and where possible either at the weekend or late in the evening;
7.4.3. ensure that Un-scheduled Maintenance causes minimum disruption to the Partner’s use of Services;
7.4.4. shall be completed as quickly as is reasonably practical.
7.5. Un-scheduled Maintenance may include, but is not limited to, the following:
7.5.1. items set out in clause 7.3 above, but with a requirement before the next agreed maintenance window;
7.5.2. service requests made by the Partner.
7.6. When C2M is of the reasonable opinion that Emergency Maintenance is required the Partner shall be given the greatest possible advance notice by C2M. Without prejudice to the foregoing, the Partner acknowledges that C2M is obliged only to provide as much prior notice of any Service-affecting Maintenance as is reasonably practical under the circumstances.
7.7. It is the responsibility of the Partner Administrator to notify the appropriate Partner users of any maintenance conducted by C2M.
7.8. As set out in clause 5.3 above, Partners with Microsoft based hosted services may be automatically placed into the scheduled weekly maintenance window which runs every Sunday morning between the hours of 00:00 – 04:00. During this time the Partner’s server will be subject to maintenance and restarted. The Partner and their Customers should refrain from using their service during this period and if they do access their services, note that C2M cannot be held responsible for any data loss or corruption.
7.9. Notwithstanding clause 7.8 above, C2M reserves the right to conduct weekly maintenance which operates within the hours of 00:00 – 04:00. During this time, any of Partner’s services with C2M may become unreachable. Apart from being unable to connect to your services, the integrity of Partner services will be unaffected. Examples of such maintenance may include but are not limited to network and server hardware upgrades.

8. Partner’s Obligations
The Partner has the following obligations under this SLA:
8.1. To provide access to a computer system capable of running the TCP/IP network protocol and an Internet web browser and uses a web browser that supports JavaScript;
8.2. To provide all suitable hardware and software and telecommunications equipment required for accessing the Services;
8.3. responsibility for the network connection between the Data Centre and the Customer or Partner’s premises connection to a telecommunications network;
8.4. To inform C2M without delay of any problems with the Services;
8.5. To purchase upgrades for its own software, if necessary, for the error free operation of its own software with the Services;
8.6. To check its systems for the most commonly known worms and Computer Viruses;
8.7. To ensure that Partner’s systems accessing the Services are free from Computer Viruses.

9. Limitation of Liability
C2M shall not be liable for, and shall have no obligation to fix, any errors, incidents, problems or bugs or any lack of availability of the Services caused by the following:
9.1. Any breach of the Partner’s obligations set out in clause 8 above;
9.2. Use of the Services on a system not supported by C2M or specifically agreed in writing in the Agreement;
9.3. Unavailability of telecommunications outside of the Data Centre;
9.4. Any lack of connectivity caused by a third party;
9.5. Any bugs or defects in any third party software that interacts with Customer Data once it leaves the Data Centre;
9.6. Any denial of service attacks, network floods and hacking;
9.7. Interconnection of the Services with other software products not supplied by C2M except as expressly agreed in writing in the Agreement;
9.8. Any DNS issues not within the direct control of C2M i.e. a fault on the Partner or Customer’s network or own equipment configuration;
9.9. Problems or errors that occur while C2M is waiting for the Partner to provide information to enable it to rectify a fault or restore services;
9.10. Faults caused by the Partner’s management or connection to the Services;
9.11. Force Majeure.
9.12. Disk Storage Usage Restrictions
9.12.1. Once the Service is activated, the Partner must keep usage under review and not at any time exceed the chosen storage capacity. If the Partner needs additional capacity, the Partner can upgrade the selected storage capacity by contacting C2M.
9.12.2. C2M may, but is not required to, impose controls to prevent the usage limits being exceeded. If the usage limits are exceeded the Partner may not be able to use the Services and/or data which has been uploaded may be deleted. C2M will not be responsible for any losses the Partner or its Customers may suffer as a result of being unable to store or recover data as a result of usage limits being exceeded.
9.12.3. Compliance with usage restrictions is calculated separately for each Partner.