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INTRODUCTION
MASTER SUBSCRIPTION AGREEMENT | This Master Subscription Agreement, comprised of the components below, the “Agreement”, is made between the Cutover entity (“Cutover”) and customer entity (“Customer”) named on the.
SERVICE TERMS
- PROVISION OF CUTOVER SERVICES
- Access to Cutover Services | In consideration of payment by Customer of the Charges, Cutover will provide.
- Subscription Service | During the Subscription Term of the Subscription Order Form, Cutover shall:
- make the Subscription Service available to Customer and its Users pursuant to the terms of the Subscription Order Form and this Agreement up to Customer’s then current Service Limits, solely for the Scope of Use in accordance with the terms of this Agreement and the Documentation;
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- provide Customer with the service levels and support as set out in the SLA (subject to its terms) or any purchased premium version thereof
- Professional Services | Cutover will provide Customer with the Professional Services purchased by Customer in accordance.
- SUBSCRIPTION SERVICE
- Registered Users | Customer’s Registered Users may (i) authenticate their login credentials for the Subscription Service, and (ii) receive communications from the Subscription Service in the form of SMS.
- Users | In relation to its Users’ use of the Subscription Service, Customer agrees that:
- the maximum number of Users that it authorises to access and use the Subscription Service shall not exceed Customer’s purchased User Limit from time to time and, should it do so, that the terms of Clause 2.5 shall apply;
- all User login credentials (usernames and passwords) are Cutover’s Confidential Information;
- it will not allow any individual User’s login credentials and passwords to be used by anyone other than that User and will notify.
- Additional Limit Fees | Customer shall be liable for any Additional Limit Fees incurred as a result of the following:
- Overages – if Customer’s usage of the Subscription Service exceeds its then current User Limit and/or applicable Service.
- Sharing of User Credentials – if, in connection with Clause 2.4(c), it is established that Customer’s Users have shared their login credentials to the Subscription Service with other individuals then.
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Table 1
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|| UK Employees (Godesic Limited) || US Employees (Cutover Inc.) ||
|| Basic Disclosure & Barring (UK Criminal Records Search) || Federal and District Court Criminal Record Check ||
|| UK Right to Work Check || SSN (Social Security Number) Trace Check ||
|| Seven (7) year Activity and Gap Verification Check || Seven (7) year Activity and Gap Verification Check ||
|| Adverse Media Search || Adverse Media Search ||
|| UK Credit Enquiry || US Credit Enquiry ||
|| Sample row merge {{ colspan: 2 }} ||
|| Global Sanctions and Politically Exposed Person (PEP) Search || Global Sanctions and Politically Exposed Person (PEP) Search ||
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|| Header 1 || Header 2 ||
|| Cell A1 {{ rowspan: 2 }} || {{class: background-color--blue-100 text-size-large}} Cell B1 ||
|| Cell B2 ||
|| Cell A3 {{ colspan: 2 }} ||
|| Cell A4 || Cell B4 ||
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- Registered Users | Customer’s Registered Users may (i) authenticate their login credentials for the Subscription Service, and (ii) receive communications from the Subscription Service in the form of SMS.
- Users | In relation to its Users’ use of the Subscription Service, Customer agrees that:
- the maximum number of Users that it authorises to access and use the Subscription Service shall not exceed Customer’s purchased User Limit from time to time and, should it do so, that the terms of Clause 2.5 shall apply;
- all User login credentials (usernames and passwords) are Cutover’s Confidential Information;
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- it will not allow any individual User’s login credentials and passwords to be used by anyone other than that User and will notify.
- Additional Limit Fees | Customer shall be liable for any Additional Limit Fees incurred as a result of the following:
- Overages – if Customer’s usage of the Subscription Service exceeds its then current User Limit and/or applicable Service.
- Sharing of User Credentials – if, in connection with Clause 2.4(c), it is established that Customer’s Users have shared their login credentials to the Subscription Service with other individuals then.
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|| Cell A4 || Cell B4 ||
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Capitalised terms used in this Exhibit not otherwise defined have the meaning given in the Order Form or the Agreement.
1. PREMIUM SUPPORT
1.1 Order of Precedence | These Premium Support Terms supersede and take precedence over the terms of Cutover’s standard SLA Schedule incorporated into the Agreement (if applicable).
1.2 Approved Sub-Processors | Certain features, including without limitation in-app chat and support ticket tracking via the Ticketing and Support Status Portal, require Customer’s approval of Cutover’s complete list of Sub-Processors, including (without limitation) approval for Intercom. Such features may not be available where written approvals are not provided or are withdrawn.
1.3 Communication and Incident Management | Incidents will be logged in Cutover's Ticketing and Support Status Portal and then tracked through to resolution. Cutover will provide regular updates via email and/or telephone, including the timing of the next update. Cutover’s Premium Support offering are available in the English language only.
1.4 Additional Definitions | As used in this Exhibit, the following additional capitalised terms have the meanings given:
Critical Support means support for a Level 1 or Level 2 event (Critical/Major) as set out in the Severity Level table in paragraph 2.6 below.
Premium Support means Cutover’s premium support product offering as outlined in these Premium Support Terms. Premium Support applies only to the production environment of the Cutover Instance (and not to any non-production environments, as defined in the applicable Order Forms).
Standard Support means support for a Level 3 event (Moderate) as set out in the Severity Level table in paragraph 2.6 below, or other non-urgent issues or general support requests.
2. SERVICE LEVELS, SUPPORT & RESOLUTION TIMES
2.1 Services Availability (SLA) | Cutover will use commercially reasonable efforts to ensure that the Cutover Instance will be available at least 99.9% of the time subject to Maintenance and other Exclusions (as detailed in the table below). Availability is measured monthly and calculated as follows: (Total - Downtime + Excluded)/total) * 100
|| {{ name: sla-definitions, colwidths: 1/2, 1/2 }} ||
|| Term || Definition ||
|| Total || means the total number of minutes during the relevant month ||
|| Downtime || means minutes during the relevant month in which the Cutover Instance is not available ||
|| Excluded || means minutes during the relevant month of any Maintenance and other Exclusions ||
|| Maintenance and other Exclusions || Any outage that results from: (a) any maintenance performed by Cutover (i) of which Customer is notified at least 24 hours in advance (up to a total of 4 hours per month); (“Scheduled Maintenance”); or (ii) as a result of Customer’s maintenance requestoutside of the normally scheduled maintenance; and/or (b) (i) acts or omissions ofCustomer and/or its Users in breach of the Agreement; or (ii) failure or fault by Customer’s or its Users’ cloud services provider.||
2.2 Support Availability | Premium Support offers the following support availability options:
(a) Standard Support: Non-urgent support is available via in-app chat and email during normal business hours (from 9am UK time until 5pm Eastern Time (“ET”)) with an initial response time of 12 hours; and
Critical Support: Available via the dedicated Premium Support hotline 24 hours a day, seven days per week (24/7), 365 days per Contract Year. To commence a Critical Support ticket, Customer must contact Cutover via the Premium Support Hotline as advised by their Technical Account Manager.
2.3 Technical Account Manager | Customer will be assigned a Technical Account Engineer (on a non-exclusive basis) for the provision of Critical Support.
2.4 Status Portal | Up to ten (10) of Customer’s Users shall have access to Cutover’s Ticketing and Support Status Portal via Intercom (which must be approved as an Approved Sub-Processor). Customer is responsible for nominating the allocation of such Users, including managing any replacements from time to time.
2.5 Key Event Support | Key event planning and support for major events is available on written request by email to Customer’s Customer Success Manager provided at least ten (10) business days’ advance notice is provided.
2.6 Severity Levels, Response & Resolution Times
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|| Problem Severity Level Definition|| Initial Response Time || Resolution Time ||
|| Level 1: The Cutover Instance is unavailable || 15 minutes || Resolution within 4 hours; plan for permanent fix within 24 hours. ||
|| Level 2: The Cutover Instance is available, but a key function is unavailable, and a reasonable workaround is not available. || 15 minutes || Resolution within 24 hours; plan for permanent fix within 48 hours. ||
|| Level 3: The Cutover Instance is available, but a key feature is unavailable, and a reasonable workaround is available. || 15 minutes (Premium Support Hotline*) || Resolution within 48 hours; plan for permanent fix within 72 hours. ||
* Level 3 – Initial Response Time of 15 minutes for issues reported via the support hotline via telephone during normal
business hours (9am UK until 5pm ET). See Cutover Help Centre for support hotline details.
2.7 Initial Response Times | Cutover will use commercially reasonable endeavours to respond to each ticket within the applicable Response Time described in the table above, depending on the Problem Severity Level of the ticket.
2.8 Customer Cooperation | Cutover must be able to reproduce errors in order to assess and resolve them. Customer shall cooperate and work closely with Cutover to reproduce errors, including conducting diagnostic or troubleshooting activities as requested and appropriate. Resolution Times and Service Credits shall not apply to errors that Cutover is not able to reproduce when acting reasonably and in good faith.
3. PREMIUM SUPPORT SERVICE CREDITS
3.1 Service Credits – SLA (Uptime) | Service Credits apply where Cutover fails to meet the Services Availability SLA (Uptime) stated in part 2 of these Premium Support Terms. At the end of each Contract Year, Cutover shall apply such Service Credits in discharge (in whole or part) of any future Subscription Fees that becomes due or payable to Cutover. If no further Subscription Fees apply, Cutover shall pay to the Customer an amount equal to the Service Credit due promptly following the end of the Contract Year to which it applies and provide reasonable evidence supporting the calculation of the Service Credit amount.
|| {{ name: availability-credits, colwidths: 1/3, 2/3 }} ||
|| Services Availability Level || Service Credit – SLA (Uptime) ||
|| 98.99% - 97.00% || An amount equal to 5% of the current annual Subscription Fee divided by 12 ||
|| < 97.00% || An amount equal to 10% of the current annual Subscription Fee divided by 12 ||
3.2 Service Credits – Resolution Times | Subject to Paragraph 2.8 (Customer Cooperation), if Cutover fails to meet the Resolution Time for a given incident according to its Problem Severity Level (as stated in Paragraph 2.6 above), Customer may be entitled to Service Credits as set out in the following table. Service Credits are not automatically calculated or applied. If Customer believes it is entitled to a Service Credit, it may notify Cutover at contract.notices@cutover.com. Cutover will review the request and, acting reasonably, decide whether a Service Credit is due. If due, the Service Credit will either: (i) be applied against any future Subscription Fees due to Cutover, or (ii) if no future Subscription Fees are due, refunded to Customer.
|| {{ name: resolution-credits, colwidths: 1/3, 2/3 }} ||
|| Severity Level || Service Credit – Resolution Times ||
|| Level 1 || 10% of monthly Charges paid for Premium Support per day of delay (max.5 days). ||
|| Level 2 || 7% of monthly Charges paid for Premium Support per day of delay (max. 10days). ||
4. EXCLUSIONS
4.1 Exclusions | The following are excluded from the scope of the Premium Support service (collectively, “Excluded Events”) and Cutover shall not be responsible or liable for the same, including in relation to the SLA, Response Times, Resolution Times or Service Credits:
- (a) issues arising in connection with, or from support requests for, software that has been created or modified by a party other than Cutover;
- (b) issues arising in connection with, or from support requests for, computing or networking systems, hardware, equipment or programs not provided by Cutover;
- (c) failure of, or issues arising from or in connection with, Customer’s or its Affiliates’ internet connectivity;
- (d) issues arising in connection with, or from support requests for, custom integration scripts;
- (e) issues arising from or in connection with Customer’s breach of the Agreement, or Customer’s Users or other representatives’ negligent or intentional misuse of the Services;
- (f) factors outside of Cutover’s reasonable control (i.e. Force Majeure events as defined in the Agreement); or
- (g) any non-production environments purchased by or supplied to Customer.
