Parties

 

(1)  Metro Group  Pte Ltd , a company incorporated under the laws of Singapore with its registered office at 18 Howard Road, 08-05, Novelty BizCentre, Singapore 369585 and Unique Entity Number 201 415107H  (the “ Supplier ”).

 

Background

 

(A)  The Supplier offers a Software-as-a-Service solution known as MetroERP (the “ Services ”).

 

1.  SERVICE UPTIME COMMITMENT

 

For the purpose of measuring the quality of service that the Supplier delivers, the Supplier is committed to the following:

 

(a)  the Supplier will provide at least 95% uptime access to the Software on a twenty- four hours a day, seven days a week (24 x 7) basis (“ Services Uptime Metric ”); and

 

(b)  the Services Uptime Metric commences on the “ Go Live Date ”, which is when your paid subscription with Metro Group Pte. Ltd. commences

 

2.  MEASUREMENT METHOD

 

The Services Uptime Metric will be measured using Uptime Monitor services. On a quarterly basis, the Services Uptime Metric will be measured using:

(a)  the measurable hours in the quarter (total time minus planned downtime, including maintenance, upgrades, etc.) as the denominator; and

 

(b)  the denominator value minus the time of any outages in the quarter (duration of all outages combined) as the numerator,

 

to give the percentage of available uptime.

 

An “ outage ” is defined as when the website metrogroup.solutions  is unreachable.

 

3.  BOUNDARIES AND EXCLUSIONS

 

The Services Uptime Metric will not apply to performance issues caused by the following:

 

(a)  Overall Internet congestion, slowdown, or unavailability;

 

(b)  Unavailability of generic Internet services due to virus or hacker attacks;

(c)  Events or circumstances that are outside the reasonable control of the Parties including acts of God, fire, explosion, typhoon, storm, earthquake or other similar occurrence, orders of acts of military or civil authority, or national emergencies, insurrections, riots, wars, strikes, or other force majeure events;

 

(d)  Actions or inactions of the Customer or third parties beyond the control of the Supplier;

 

(e)  A result of the Customer equipment or third-party computer hardware, software, or network infrastructure not within the sole control of the Supplier; or

 

(f)  Scheduled SaaS infrastructure maintenance.

 

4.  REPORTING

 

The Supplier will provide a report on the Services Uptime Metric (“ Uptime Metric Report ”) to the Customer upon request. If the Customer disagrees with the Uptime Metric Report, written notice of the disagreement must be provided to the Supplier within seven (7) days of receipt of the Uptime Metric Report.

 

5.  RESPONSE TIME

 

The Supplier will use commercially reasonable efforts to respond to problems with the Software detected by the Supplier and/or reported by the Customer, and provide a fix or workaround to the problem within 1 business day as defined in clause 7 below.

 

 

6.  SERVICE CREDITS

 

If the Supplier fails to meet the Services Uptime Metric in any quarter, the Customer will be entitled to service credits (“ Service Credits ”) as follows:

 

Quarterly services uptime metric	Rating	Service credits entitlement
Between 95% to 100%	Meet Goal	Nil
Between 85% to 94.99%	Tolerable	1 month free usage
Below 85%	Unacceptable	1 day  additional  usage  for each percentage drop

 

Service Credits are cumulative. The subscription fee for the next billing cycle will be reduced by the percentages set out above. Service Credits can only be applied against future payments otherwise due from the Customer, and will not entitle the Customer to any refund or payment by the Supplier. Service Credits are capped at 100% of the subscription fee payable for the next billing cycle.

 

Service Credits are cumulative. The Initial Term will be extended at no cost to the Customer according to the accumulated Service Credits. Any renewal of the term of the Services will be effective after all Service Credits have been fully utilised.