Caseware Service Level Agreement (SLA)

Support Services

This service level agreement (the "Caseware SLA" or the "SLA", herein) describes the levels of support services that Customer will receive from CWC when using the Caseware Cloud Service, pursuant to an applicable Agreement with CWC (the "Caseware Cloud Services Agreement"). Terms not otherwise defined in this SLA shall have the definitions set out in the applicable Caseware Cloud Services Agreement.

CWC will provide support services (the "Support Services"), as set out below for the Caseware Cloud Services to Customer and its employees or contractors who are authorized to use the Caseware Cloud Services. Customer acknowledges and agrees that the Support Services will be provided by CWC and/or, other entities authorized by CWC to support the Caseware Cloud Services. All Support Services will be provided in accordance with the standards of care and diligence normally practiced by software firms performing services of a similar nature.

Support Services consist of:

1. Technical support via telephone, email or web to answer queries concerning the use, operation or business functionality of the Caseware Cloud Services from your Local Distributor;

2. Error analysis and correction;

3. Access to in-line releases, including minor and major new versions of the Caseware Cloud Services, when they become commercially available, at no additional cost to the you;

4. Online access to resources and information regarding the Caseware Cloud Services and its use;

This SLA sets out what levels of availability and support the Customer can expect, and aims to enable Customer and CWC to work together effectively.

Definitions

"Business Day" means any week day of the year (Monday through Friday) except for the following: New Year's Day (January 1), and Christmas Day (December 25).

"Defect" means any error, problem or malfunction of the Caseware Cloud Services such that the Caseware Cloud Services does not conform to the Documentation.

"Documentation" means operating instruction for the Caseware Cloud Services as made available by CWC, as may be updated from time to time;

"Downtime" means any period where the Caseware Cloud Services is not available to the Permitted Users, excluding Exempt Downtime.

"Exempt Downtime" means Downtime that is (i) scheduled maintenance time necessary to implement any updates, upgrades or other modifications to the Caseware Cloud Services or perform routine, emergency or ad hoc maintenance activity and for which CWC has provided Customer with reasonable advance notice; or (ii) is caused by failure of equipment or services not provided by CWC, including but not limited to, Customer infrastructure or facilities, or public communications facilities accessed by Customer to connect to the Caseware Cloud Services.

"Local Distributor" means the distributing entity for your region, as set out from time to time at www.caseware.com/distributors.

"Response" means an acknowledgment of the Notification, as defined in Section 1.0 of these Service Level Agreement Terms, and assignment of a support representative to investigate the related Defect.

Terms

1.0 Service Levels

CWC utilizes the following four service levels to categorize and facilitate resolution of reported Defects:

Defect	Impact	Time for Response
Severity 1 Defect	Caseware Cloud Services is not available as follows: (i) no users can log on to the web application; (ii) no records can be submitted system-wide	Within 1 hour of Notification for Defect on production environment
Severity 2 Defect	Caseware Cloud Services is available, but one or more functions are inoperable or unavailable to Customer, including: (i) inability by Customers to access documents that they have created using Caseware Cloud Services; ii) inability to submit or revise data (iii) one or more users are prevented from accessing the Caseware Cloud Services.	Within 1 Business Day of Notification for Defect on production environment
Severity 3 Defect	Defect in the Caseware Cloud Services that does not meet the criteria for Severity 1 or Severity 2 Defect, including: (i) individual documents are not running; (ii) individual documents are inaccurate due to system issues;	Within 3 Business Days of Notification
Severity 4 Defect	A support inquiry, including: (i) specific functionality questions; (ii) process questions; (iii) enhancement request; (iv) documentation enhancement or clarification request	Within 5 Business Days of Notification

Notificaties

All notifications ("Notifications") of a Defect in the Caseware Cloud Services and request for support under this SLA shall be reported to your Local Distributor - https://www.caseware.com/distributors, and any identified individual in an escalation matrix provided by CWC. The request shall detail the Defect sufficiently to allow CWC to assess the nature of the deficiency and any applicable severity level.

3.0 Support Response

CWC shall, in conjunction with Local Distributors, use commercially reasonable efforts to respond to requests for support pursuant to Notifications received under Section 2.0 of this SLA, in accordance with Section 1.0. A Response shall include confirmation of receipt of a Notification, but not necessarily resolution or acknowledgement of the Defect.

3.1 Defects

If Customer suspects that a Defect in the Caseware Cloud Services exists, Customer shall notify Local Distributor (your Local Distributor - https://www.caseware.com/distributors) in writing, with a copy to CWC at support@caseware.com. The Notification will comprehensively describe the nature of the suspected Defect, a description of the anticipated correction, and details of the circumstances of its occurrence.

Upon receipt of the customer's notice, CWC will make commercially reasonable efforts to confirm the existence of the Defect. If CWC confirms the existence of the Defect, CWC will, at its sole discretion, correct the error either under this SLA, or with a future major release or upgrade of the Caseware Cloud Services, and/or advise Customer how to achieve substantially the same functionality with Caseware Cloud Services as described in the Documentation through a procedure different from that set forth in the Documentation.

Customer preferences for the timing of error correction in the Caseware Cloud Services may be considered by CWC on a case-by-case basis.

4.0 Notifications and Escalation

Each Party shall take necessary steps to try to only escalate requests for support when no other solution can be found after a reasonable effort. In some cases, this instruction may be superseded by a support process document that is provided by CWC in the transition to, or provision of, Support Services.

Issues will be managed/escalated as follows:

4.1 First-Tier Support

First-tier support covers questions and application issues. First-tier support is available from Customer's Local Distributor, during their regular business hours. Meetings may be scheduled and agreed upon outside this time frame to facilitate issue reviews, upgrades and patches.

4.2 Second-Tier Support

Second-tier support is made available by CWC should the issue persist and require the investigation of the CWC Product team via the Local Distributor.

Escalation matrix:

When	Whom (Designation)
Initial Reporting	Caseware Cloud Support E-mail: Your Local Distributor at the email address provided at the web page: www.caseware.com/distributors
No response equal to or greater than twice the resolution time	Email: support@caseware.com

5.0 Implementation of Software Fixes

Fixes to the Caseware Cloud Services will be implemented in the Caseware Cloud Services release cycle, at CWC's sole discretion, but at no cost to the Customer.

6.0 Service Level Credits

Beschikbaarheid

CWC strives to make the Caseware Cloud Service available 99.9% of the time, as calculated in a calendar month on a 24 hour / 7-day basis and excluding (a) any Exempt Downtime, (b) any performance or availability issues: (i) that result from factors outside of CWC's reasonable control; (ii) that are related to add-on features for the Caseware Cloud Services including, but not limited to, third party apps,; (iii) that result from Customer's or a third party's hardware, software or services; (iv) that result from actions or inactions by third parties; (v) that result from actions or inactions by Customer or Customer's employees, agents, contractors or vendors, or anyone gaining access to Caseware Cloud Services by means of Customer's passwords or equipment; (vi) that result from Customer's use of the Caseware Cloud Service after CWC has advised Customer to modify its use of the Caseware Cloud Service, if Customer did not modify its use as advised; (vii) that result from intermittent periods of Downtime that are ten (10) minutes or less in duration; or (viii) that result from Customer's use of beta, trial offers, early access programs and/or demos (as determined by CWC).

6.2 Service Level Credit

If the Caseware Cloud Services are not available 99.9% of the time in any calendar month as per section 6.1, Customer, shall, as its sole and exclusive remedy for such lack of availability, be entitled to a credit as follows:

Actual Availability Percentage	Service Level Credit
>=99.9%	No Credit
99 to 99.89%	3% of the monthly Subscription Fee for the applicable calendar month
98 to 98.99%	6% of the monthly Subscription Fee for the applicable calendar month
97 to 97.99%	10% of the monthly Subscription Fee for the applicable calendar month
< 97%	20% of the monthly Subscription Fee for the applicable calendar month

Service Level Credits will be provided to Customer only if Customer within 14 days of resolution on any particular Severity 1 issue, requests Service Level Credits for that particular Severity 1 issue from CWC. If Customer fails to request Service Level Credits within 14 days, Customer Service Level Credits shall not be available.

Any Service Level Credits shall be offset against any future fees payable by Customer for Caseware Cloud Services for a period of 12 months following the issuance of the Service Level Credits. Service Level Credits shall have no other value, and shall not give rise to any right of redemption or refund for fees already paid by Customer.

7.0 Support Requests Scope

This SLA does not impose any obligation on CWC to release a new version or update the Caseware Cloud Services. CWC, when it deems necessary, may at its sole discretion provide new versions of the Caseware Cloud Services.

8.0 Out-of-Scope

Should a Customer request assistance or support which is not within the scope of the services identified in this SLA, CWC is under no obligation to perform such services, but may agree to perform such assistance or support at for a fee, in accordance withits standard time and material rates.

The following, among other things outside of the services provided under this SLA:

1. Errors arising from third-party hardware or software used in association with the CWC, and not approved by CWC. The following, among other things, are outside the scope of this SLA:

2. Answering questions or addressing issues that are addressed by the Documentation; and

3. Diagnosing problems or deficiencies not caused by the Software.

The following, among others, shall relieve CWC of its obligations under this SLA:

1. Events beyond the reasonable control of CWC, including acts of God

2. Use or misuse of the Caseware Cloud Services in a manner inconsistent with the Documentation

3. Breach of the Caseware Cloud Services Agreement or the Terms of Use;

4. Maintenance or modifications or other interference, made without CWC's prior written consent; and

5. Failure to follow CWC's instructions set forth in the Documentation.

9.0 Exclusions

Support services may be suspended or not be provided if the Customer has an account in arrears, or uses the Caseware Cloud Services in a manner contrary to any term of any other applicable agreement with CWC (e.g. the Caseware Cloud Services Agreement, Terms of Use, or any other agreement).