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HomeMy WebLinkAbout17-059 - Lanteria - Service Level AgreementLanteria HR Service Levet Agreement 17 -059 Council Approval N/A L Lanteria Lanteria HR Service Level Agreement This Software Service Level Agreement is made and entered into as of 3/1/2017 ( "Effective Date ") by and between: Lanteria, LLC 745 Atlantic Ave. FI. 8 Boston, MA 02111 United States of America (hereinafter referred to as "Lanteria ") City of Tukwila 6200 Southcenter Blvd. Tukwila, WA 98188 United States of America (hereinafter referred to as "Client ") 5+ o. c2 or/)6'L Copyright © 2017 Lanteria Lanteria HR Service Level Agreement Table of Contents 1 Definitions 3 2 Scope of Services 4 2.1 Software Update and Upgrade Services 4 2.2 Customer Support Services 4 2.3 Service Level Requirements 5 2.4 Support Process 5 2.5 Support Contact Persons 6 3 Support Cases Classification 7 3.1 Billable requests /tasks 7 3.2 Non- Billable issues 8 3.3 Requests out of SLA scope 8 4 Payment Terms 9 4.1 Payment Schedule 9 4.2 Services Ordered Additionally 9 5 Termination 9 6 Confidentiality 10 7 Survival of Obligations 10 8 Governing Law 10 9 Warranties 11 10 Indemnification 11 11 Compliance with Law 11 12 Entire Agreement 12 Copyright © 2017 Lanteria Lanteria HR Service Level Agreement 1 Definitions "Change Request" means a request for changing the system behavior of the Lanteria HR System for reasons other than due to the occurrence of a Technical Error. "Confidential Information" means any information including, but not limited to, business plans, financial information, and performance information not in the public domain, whether in oral, written, or other form, that is identified as proprietary or confidential or provided under circumstances that reasonably indicate that the information is proprietary or confidential. "Day" means a calendar day. "Incident" means every occurrence of a Technical Error. "Maintenance" means Lanteria's checking the Client's Software and data for errors and potential problems and identifying and correcting same. "Response time" means the agreement between Lanteria and the Client about the time in which Lanteria is obligated to react on the demand of Support. "Software" means a computer program, application, tool, or database that Lanteria has licensed to the Client based on the Implementation Agreement and for which the Lanteria Maintenance and Support will be provided according to this Agreement. "Support" means technical support provided onsite, by telephone, by remote electronic means or by electronic mail for Software to remedy Technical Errors in Software not otherwise covered under warranty in the Implementation Agreement between Lanteria and Client. "Support Question" means a functional or technical question, but not being based upon or arising from a Technical Error. "Technical Error" means an incorrect behavior of, or defect in, or failures or problem with, the Software as well as or deviation from the expected standard of how the Lanteria HR System should operate. "Update" means a Software patch or fix issued by Lanteria to correct Technical Errors in Software or to provide minor modifications that do not substantially change the basic character or structure of Software. "Upgrade" means an incremental release of Software that provides significant improvements (not merely corrections for Technical Errors) and changes the basic character or structure of Software. "User" means an individual who is entitled to access and use Software pursuant to this Agreement. Copyright © 2017 Lanteria Page 3 of 12 Lanteria HR Service Level Agreement 2 Scope of Services The Client hereby obtains one year of Software Maintenance, which includes the following services: • Providing Software Upgrades and Updates and applying or installing Updates • Maintenance • Support 2.1 Software Update and Upgrade Services (i) For the fixed annual fee, Lanteria agrees to provide the Client with the following Support, Update and Upgrade Services with respect to the Software: a. Fixes for Technical Errors; b. Software Updates as well as enhancements (defined as new features, capabilities and operational characteristics) completed and implemented during the term of this Agreement; i. Note: Some fixes, enhancements or Updates will be specified as mandatory. The Client is required to implement all mandatory fixes, enhancements or Updates within 90 days of their availability. Failure to implement a mandatory fix, enhancement or Update may result in Lanteria's inability to support the previous version of the Software. All Lanteria work to implement mandatory fixes, enhancements or Updates will not be billable to the Client.• c. When an Upgrade of the Software is available, Lanteria will provide it to the Client without additional charges. The Client shall make the decision about upgrading to a newer version of Software. Lanteria and the Client will jointly plan and implement Software Upgrade and data migration. All work on Upgrade implementation and data migration will be billable to the Client at the then prevailing Lanteria hourly rates. i. Note: If the Client has received any customizations to the Software and wishes to Upgrade to the new version, the custom solution will need to be upgraded and will incur additional charges. 2.2 Customer Support Services (i) Lanteria will provide the Client with 20 hours per year of Lanteria's specialist time for answering Support Questions, and processing Change Requests. (ii) The maximum number of Support Questions that can be resolved by the Lanteria support engineers within the framework of this Agreement is 30 per year. (iii) Technical Errors will be corrected by Lanteria at Lanteria's own cost. The Client won't be charged for the hours Lanteria spent on investigating and resolving the Technical Errors. (iv) Investigating and resolving of a Technical Error(s) will be chargeable for the Client if the Technical Error occurred due to one of the following reasons: a. improper use of the Software; b. modification of the Software done by any person other than Lanteria without Lanteria's prior written consent; c. failure by the Client to implement recommendations in respect of the solutions and faults previously advised by Lanteria. Copyright © 2017 Lanteria Page 4 of 12 Lanteria HR Service Level Agreement 2.3 Service Level Requirements (i) All Support Questions, Change Requests and demands for Support can be submitted through e -mail, phone or support portal. Support is available: North America: M -F 8:00 AM — 6:00 PM ET Europe: M -F 8:00 AM — 6:00 PM GMT (ii) The questions and problem processing is done according to the following scheme: Category Description of Problem Response Times Critical • Whole system down or not accessible • Significant data corruption or loss (all employees affected) Four (4) Business Hours High • A critical documented function is not available with no acceptable workaround Eight (8) Business Hours Medium • A minor function is not available or there is a workaround in place • You request information about mission critical function that blocks your operation Two (2) Business Days Low • You request information or clarification about non - critical function • You request an enhancements or change Four (4) Business Days 2.4 Support Process For Support, Support Questions, Incidents, potential Technical Errors and Change Requests, the following process shall apply: (i) Registration: The Client's defined contact person(s) can forward a support message by Telephone, e-mail or support portal. (ii) Confirmation: Automatic feedback with our feedback time will be sent by e-mail and the present condition can be tracked in the support portal. (iii) Implementation: The assigned support engineer will take the message into consideration and will provide a fitting solution. If necessary, the support engineer will contact the Client. (iv) Completion: The message is settled. The feedback including the description of the solution will be provided by e-mail or support portal. The consumed time for implementing a Change Request or handling a Support Question will be deducted from the stated hours in the Agreement (rounded upwards in quarters of an hour). In case of a Technical Error that occurred due to the reasons other than those described in point 2.3 (iv), the consumed time won't be deducted. Copyright © 2017 Lanteria Page 5 of 12 Lanteria HR Service Level Agreement 2.5 Support Contact Persons (i) Lanteria support is provided to the following 3 (three) authorized designated Client contacts. Contact 1 Contact Person Name Job /Function E -mail address Phone number Contact 2 Contact Person Name Job /Function E -mail address Phone number Contact 3 Contact Person Name Job /Function E -mail address Phone number Copyright © 2017 Lanteria Page 6 of 12 Lanteria HR Service Level Agreement 3 Support Cases Classification 3.1 Billable requests /tasks All support issues /tasks are considered billable unless the technical support representative handling the request determines them to be non - billable. See the billable issues /tasks examples below: (i) General "how to" questions. For example: "How do I create an employee ", "How do I associate an employee with the account ", "How do I grant proper access to an employee ", "How do I change employee's position ", "How do absence calculations work ", etc. To avoid spending billable hours on these types of questions please refer to the Lanteria Knowledge Base (http: / /Support.Lanteria.com (ii) Requests to perform additional configurations For example: requests to import additional data, bulk changes of the existing data, changes in default permissions, adding new absence plans, configuration of new performance review templates /steps, approval workflows, HR processes, vacancy stages, interview forms, creation of custom reports with the Report Generator tool, enabling notifications /reminders, changes in the recipients or other configurations of the notifications /reminders, installation /configuration of Applicant Self Service functionality, changes in design (done using .CSS /JavaScript by Lanteria engineers), etc. (iii) Errors caused by third -party customizations. For example: Custom mechanism that modifies salary details in the system provided by a third - party vendor or developed by the client's company, third -party SharePoint solution deployed to Lanteria web application, etc. (iv) Errors in SharePoint, SQL or other Software /hardware that affects the system For example: SQL server is out of memory /free disk space, SharePoint server is out of memory /free disk space, antivirus Software installed to the server consumes all available resources, AppFabric cache is not configured properly, administrative permissions are not configured properly (missing permissions for system accounts, expired passwords, etc.), limit of application pools or web applications or thresholds exceeds Microsoft recommendations, other violations of Microsoft recommendations. (v) Mistakes or misconfigurations done by client's representatives For example: Employees receive messages that an account is not associated with an employee record or that account is associated with multiple employee records, default lists /fields /site pages deleted by client, required data deleted by client, data loops (Employee A is set as a manager for Employee B while Employee B is set as a manager for Employee A), Organizational Units, Job Positions, Goals in loop, no /multiple LCY currency, no /multiple default absence plans, etc. (vi) System Upgrades in order to deliver new functionality For example: Lanteria announces new version release and in order to deliver these new features to the customer a Software Upgrade is required. Copyright © 2017 Lanteria Page 7 of 12 Lanteria HR Service Level Agreement 3.2 Non- Billable issues Non - billable Incidents include those related to a Software problem within our product. See the non - billable issues categories below: (i) Software Bugs For Example: Fixing bugs in the core Software code is non - billable for a client (ii) Software Updates intended to fix Software bugs For Example: In case a Software Update is required due to a Software bug or a need to install a hotfix, this service is non - billable for a client (iii) Mistakes or misconfigurations done by Lanteria support team member For Example: In case of mistakes or bugs caused by Lanteria team when implementing a billable request, fixing of that will be non - billable for a client. 3.3 Requests out of SLA scope Some requests are not covered by Service Level Agreement and require purchasing additional hours For Example: • Implementation of additionally purchased modules • Software migration to another server • Software Upgrade to another version of SharePoint or moving to a cloud server • Addition to, or modification of the standard "out -of- the -box" functionality that requires custom development or custom solution Copyright © 2017 Lanteria Page 8 of 12 Lanteria HR Service Level Agreement 4 Payment Terms 4.1 Payment Schedule (I) For the services outlined in this Agreement, the Client will pay to Lanteria according to the following payment rates: U� I' TJ1Z4 Perio RA:Gti Support, Upgrades, Updates, Maintenance, plus 1 20 hours of time devoted to dealing with Support Questions or Change Requests (15% of the license cost) 1 year $3,712.80 2 Annual Lanteria Azure Hosting Services 1 year $3,600.00 Total: $7,312.80 (ii) The yearly fee is paid on an annual basis, starting from the implementation project closure. (iii) The Client will make payment to Lanteria within 30 days of receipt of the invoice. A late fee of 1.5% may be applied to past due invoices. 4.2 Services Ordered Additionally (I) If the Client orders any other Software related services that are not included into this schedule or requires time devoted to Support Questions and /or Change Requests beyond the included hours referred to above, such services will be charged on a Time and Material basis. Upon the service request, the effort will be estimated by Lanteria and approved by the Client; provided that no such services shall be undertaken nor charges therefor incurred unless and until, Client has issued its approval in writing. After the service delivery, the agreed hours will be charged based on the price list active at the time of the service purchase. The current hourly rate for such services is $120.00 USD. Lanteria agrees that the hourly rate shall stay in effect for a period of at least ninety days following the Effective Date. 5 Termination (i) This Agreement is valid for a period of one year commencing on an anniversary of the Effective Date. The Client can prolong it by informing Lanteria and providing the support fee payment for another year of support, according to the price list active for the time of payment. (ii) This Agreement may be terminated immediately at any time upon written notice by either party if the other party has a receiver that is appointed over any of its assets or makes any arrangement with its creditors or passes a resolution for winding up or becomes subject to an administration order or goes into liquidation or ceases to trade or is declared bankrupt. (iii) Any such termination shall be without prejudice to any accrued rights, liabilities and remedies that either party may have. (iv) Either party may terminate this Agreement if the other party materially breaches this Agreement and does not remedy said breach within thirty (30) days of its receipt of written notice from the non - breaching party. Copyright © 2017 Lanteria Page 9 of 12 Lanteria HR Service Level Agreement 6 Confidentiality (i) Each party shall preserve the confidentiality of the other party's Confidential Information and treat such Confidential Information with at least a reasonable standard of care. (ii) Neither party shall be liable to the other for the release of Confidential Information if it: a. was known to the receiving party on or before Effective Date without restriction as to use or disclosure; b. was in the public domain on or before the Effective Date; c. came into the public domain after the Effective Date through no fault of the receiving party; d. was independently developed solely by the employees of the receiving party who have not had access to Confidential Information; or e. is divulged pursuant to any legal proceeding or otherwise required by law, subject to the receiving party giving all reason -able prior notice to the disclosing party to allow it to seek protective or other court orders and provided that the receiving party uses best efforts to make such disclosure under conditions of confidentiality. (iii) As between Lanteria and Client, all Client data is owned exclusively by Client. Client data shall be considered Confidential Information subject to the terms of this Agreement and Lanteria may access Client's system, including Client Data, solely to respond to service or technical problems or at Client's request. 7 Survival of Obligations (i) The following sections and articles shall survive the expiry or termination of this Agreement: a) Article 4 — Payment Terms; b) Article 6 — Confidentiality; c) Article 9 — Warranty; and d) Article 10 — Indemnity. e) such definitions and terms and conditions in this Agreement that are necessary to give effect to the foregoing sections and articles. 8 Governing Law (i) This Agreement shall be interpreted and enforced according to the laws of the Commonwealth of Massachusetts, USA. (ii) The parties hereby submit to the exclusive jurisdiction of any of the federal courts of the United States for any legal action arising out of this Agreement or the performance or non- performance of their obligations under this Agreement. Copyright © 2017 Lanteria Page 10 of 12 Lanteria HR Service Level Agreement 9 Warranties (i) Lanteria warrants that: a) Lanteria owns or licenses from third parties all rights in or to the Software b) all services performed by Lanteria hereunder shall be performed in a diligent and professional manner; and c) all Upgrades, Updates, patches, fixes and new versions of the Software provided hereunder does not infringe the intellectual property rights of any third party. (ii) Except as set forth herein, Lanteria does not warrant, guarantee or make any representations regarding the use, or the results of use, of the Software or written materials in terms of correctness, accuracy, reliability, current, or otherwise. You assume the entire risk as to the results and performance of the Software. (iii) Lanteria does not warrant that the Software will meet your requirements, that operation of the Software will be uninterrupted or error -free, or that all Software errors will be corrected. Lanteria is not responsible for problems caused by changes in the operating characteristics of computer hardware or computer operating systems that are made after the release of the Software, nor for problems in the interaction of the Software with non - Lanteria Software. Lanteria will have no responsibility to replace or refund the license fee for media damaged by accident, abuse or misapplication. (iv) The Software is intended for commercial, institutional, and industrial users. The above warranties are exclusive and in lieu of all other warranties, whether expressed or implied, including the implied warranties of merchantability and fitness for a particular purpose. No oral or written information or advice given by Lanteria, its employees, distributors, dealers or agents shall increase the scope of the above warranties or create any new warranties. Except for the indemnification for infringement of the third party intellectual property rights or a breach of confidentiality owed to you, neither Lanteria nor anyone else who has been involved in the creation, production or delivery of the Software shall be liable for any indirect, consequential or incidental damages (including damages for loss of business profits, business losses, business interruption, loss of data, and the like) arising out of the use or inability to use the Software, or any other claim by any party, even if Lanteria has been advised of the possibility of such damages. In the event Lanteria is liable for any damages, Lanteria liability for damages shall not exceed the total cost of the all fees paid by the Client to Lanteria under this Agreement. 10 Indemnification If any action, claim, suit or proceeding is brought against Client alleging that the Software or any portion thereof (the "Alleged Infringing Material ") infringes on a patent, copyright, trademark, trade secret, or other intellectual property rights of any third party, Lanteria will defend such action, claim, suit or proceeding at its own expense and shall indemnify and hold Client harmless from and against all damages, liabilities, losses, expenses and costs, including reasonable attorneys' fees and expenses, incurred by Client or arising in connection therewith. 11 Compliance with Law Lanteria agrees that it shall comply with all applicable law in carrying out its services and otherwise performing under this Agreement. Copyright © 2017 Lanteria Page 11 of 12 Lanteria HR Service Level Agreement 12 Entire Agreement The parties acknowledge that there are no written agreements, contracts, representations, warranties, inducements, or under - standings between them and pertaining to Software except as set forth and referred to in this Agreement. This Agreement is the entire agreement between the parties and supersedes any previous agreements, negotiations, discussions, and written instruments. In the event of a conflict between the terms of the Implementation Agreement and this SLA Agreement, the terms of this Agreement shall prevail. Understood, agreed to and accepted: Client Lanteria Name: le os1- "11" Title: biQzr.h'`' evict C / 0 Date: 0,3 is -712e'/3 x Name: Sergey Turin Title: CEO Date: March 1st, 2017 Copyright © 2017 Lanteria Page 12 of 12