This Service Level Agreement (“SLA”) defines the service level requirements between MRI and Client regarding the Paymode Services identified in the table above. In the event of any conflict between this Annex and MRI’s Maintenance and Support Policy, the terms and conditions of this Annex will prevail in respect of Paymode Services only.
1. AVAILABILITY
Excluding scheduled maintenance in accordance with Section 8 below, MRI will maintain a minimum availability of 99.5%, 24 hours per day. In the event availability is below this level for any two (2) months in a period of twelve consecutive months and such lack of availability causes payer disruption, MRI and Client shall meet and negotiate in good faith a solution to the disruption and a mutually satisfactory solution to the impacted payer. In addition, MRI and Client agree to the service credit regime set out below.
2. SERVICE CREDITS
2.a At MRI’s request, Bottomline will calculate its Service Availability during a given calendar month. In the event that the Service Availability was not met in a given month, then Bottomline shall provide MRI with a credit per the terms set forth in the table below, up to a maximum of 15% of the Paymode fees invoiced for the month in which the service failure occurred; subject to the terms set forth in this Section 2. To obtain a credit for Bottomline’s failure to meet the Service Availability, MRI must request such credit in writing. Any Service credit due hereunder will be applied to MRI’s next invoice. In the event of any conflict or inconsistency, Section 1 (Availability) shall supersede and control this Section 2 (Service Credits), including 2.b.
2.b Service Availability for Credits: is measured on a monthly basis and is defined as the time that the Service is capable of receiving, processing, and responding to requests, excluding (a) Scheduled Maintenance; (b) Client Error Incidents; (c) Emergency Maintenance; (d) Force Majeure; and (e) Internet service provider failures or delays. Service Availability is calculated as a percentage by dividing the number of minutes the Service is available during the applicable calendar month divided by the total number of minutes in such calendar month, excluding in all cases the aggregate number of minutes attributable to Scheduled Maintenance, Client Error Incidents, Emergency Maintenance, Force Majeure and Internet service provider failures or delays.
3. SUPPORT SERVICES
a. MRI Support Services. MRI will provide customer service and live network operations support to Client. MRI’s support responsibilities shall include but not be limited to working directly with the Client to answer and resolve issues relating to access through MRI’s User Interface (UI). MRI will have a trained professional attempt to answer and resolve Client issues before contacting Bottomline. In the event that Client accesses Paymode through Bottomline’s Web Application, Client may ask to submit requests and all relevant and necessary information directly to Bottomline.
b. Bottomline Support Services. In the event that Bottomline provides support, MRI will remain the main point of contact for the Client.
4. SYSTEM ISSUES
MRI will identify Paymode system issues impacting the majority of Network Members as Severity 1 (systems down or seriously impacted) and Severity 2 (systems are degraded). Severity 1 or 2 issues will be reported to Client within 60 minutes of identification, with subsequent status notifications sent every two hours for Severity 1 and every four hours for Severity 2 until issue is closed. MRI shall provide monthly reports for Severity 1 and Severity 2 incidents.
5. TARGET RESPONSE TO THE RESOLUTION OF ERRORS
MRI will respond to service errors in accordance with the target response and resolution times set forth in the table above. For the purposes of this Section, the term “Error” shall mean a material defect in the system that prevents it from conforming in any material respect to the Documentation. MRI will determine, in its reasonable discretion, the applicable severity level of any reported Error in accordance with the descriptions set forth in the table above. All Severity 1 and 2 Errors must be reported to MRI’s Help Desk via telephone.
6. PROCESSING METRICS
The following service standards will be met for transactional processing:
- ACH. MRI will process ACH runs daily on business days. Exceptions that will impact Client will be communicated. ACH returns will be managed promptly.
- Wire Drawdown/Wire Payer Initiated. MRI will process wire runs daily on business days to ensure appropriate time for receipt of funds. Exceptions that could impact Client will be communicated.
7. NEW PAYER IMPLEMENTATIONS
Bottomline may support MRI’s execution of new Client implementations and existing Client changes. In the event of unreasonable delays due to non-responsive Clients, MRI may, upon advance to Client, withdraw resources from such implementation project.
8. SYSTEM MAINTENANCE
Scheduled Maintenance. Scheduled Maintenance is used to perform routine software and hardware upgrades to Paymode. Scheduled Maintenance periods are scheduled in accordance with release planning and are typically from 11:00 PM ET Friday to 11:00 PM ET Sunday or from 11:00 PM ET Tuesday to 11:59 PM ET Tuesday. Every attempt is made to schedule necessary upgrades and system enhancements into these maintenance windows. In the event Scheduled Maintenance occurs at any other time and the system will be unavailable, Client will be notified via email five (5) calendar days in advance of the outage.
Non-Scheduled Maintenance. Non-Scheduled Maintenance may be required as a result of recommended software patches, critical operational maintenance or fix deployment. In most cases, this maintenance work does not impact system performance. If maintenance is necessary prior to a scheduled maintenance window and the maintenance has a customer impact of more than fifteen (15) minutes during business hours, MRI will provide notification to Client via email as soon as outage is known.
Emergency Maintenance. Emergency maintenance may occur as a result of unexpected events and is used when system components are at risk. MRI will make every attempt to provide Client with prior notification of emergency maintenance. Due to the nature of emergency maintenance, however, prior notification may not be possible. In these cases, MRI will notify Client as appropriate as soon as possible, but this notification may occur after emergency maintenance has been completed.
Client Error Incident. Any Service unavailability related to Client applications, Client data, or Client equipment, or the acts or omissions of any user of the Service.
The terms of this SLA are subject to change subject to the written agreement of both Parties.