SERVICE LEVEL AGREEMENT

Last updated: 1 October 2019

This document (the SLA) describes the service level commitments that Authenticateit Pty Ltd (ABN 30 155 162 253) trading as SHPING (SHPING) provides to a customer (the Business System User) in connection with the services provided under the SHPING SYSTEM - BUSINESS USERS TERMS OF USE between SHPING and the BUSINESS System user (an Agreement). This document is subject at all times to the terms of the Agreement.

SHPING reserves the right to amend this SLA from time to time and will endeavour to provide written notice of any material changes to the Business System User. The applicable version of this SLA is the most recently updated document available on the SHPING website, or otherwise provided by SHPING to the Business System User.

1. SUPPORT SERVICES

1. Description

During the Term, SHPING will:

1.1.1. Provide the Business System User with telephone, e-mail or internet-based assistance with respect to the System, through a Help Desk facility referred to below; and

1.1.2. Make available to the Business System User a Help Desk facility during the hours of operation specified in section 1.3 below. The functions of the Help Desk facility include:

1. telephone or email assistances in relation to: functions and features of the System and the Documentation;

2. guidance in the operation of the System, and in the installation of any Upgrades as they are made available; and

3. a means for the Business System User to report and be provided with answers to enquiries by the Business System User about problems or issues affecting the System (the Support Services).

Services described in this section are provided by the SHPING Support Centre (ASC).

1.2. Obligations of the Parties

When reporting a problem or issue (an Incident), or making a request for services (Service Request) to SHPING, the Business System User will comply with the procedures and provide the information described in this SLA. If the Incident is attributable to the System, SHPING will use commercially reasonable efforts to rectify that problem or manage its effects, in accordance with the response levels set out at section 1.7.

1.3. Hours of Operation

SHPING will provide the Support Services during the hours specified below:

1.3.1. * Incidents considered by the Business System User to be « Critical » (P1) or « High Priority » (P2) must be notified by telephone in the first instance.

1.3.2. All phone calls are answered by an SHPING technician (or, if during Extended Hours, by an after hours call center) who will review the Incident or Service Request and assign a priority and where possible, convey a target time to the Business System User for resolution based on the assigned priority of the Incident or Service Request, as determined under this SLA.

1.3.3. All emails to the ASC are logged as Incident or Service Request in SHPING’s service management system.

1.3.4. During Business Hours, the ASC will respond to Business System Users directly. Where applicable, SHPING will use reasonable endeavours to address Critical (P1) and High Priority (P2) Incidents reported during Extended Hours by on-call engineers. All other requests will be managed from the next Business Day.

1.4. Incident and Service Request Reporting Procedures

1.4.1. Prior to contacting the ASC regarding an Incident, the Business System User must ensure that the Incident is not caused by the Business System User’s equipment or otherwise attributable to an issue that is not supported by SHPING under this SLA (including section 1.9).

1.4.2. When contacting the ASC regarding an Incident or Service Request, the Business System User must provide the following information:

1. Business System User name;

2. Description of the Service affected by the Incident;

3. Description of the Incident;

4. Details of any diagnostics or troubleshooting performed by the Business System User;

5. Name and contact details of the Business System User contact person;

1.4.3. When an Incident or Service Request is logged, the ASC will:

1. advise the Business System User of the level of priority to be allocated to the Incident;

2. record the Incident or Service Request into SHPING’s internal system;

3. manage any escalations or contact with third party vendors or service providers, as it considers reasonably necessary to address the Incident or Service Request;

4. for an Incident:

1. use commercially reasonable endeavours to resolve the Incident in accordance with the target resolution times;

2. if required, update the Business System User with the progress of the Incident at such intervals agreed at the time of incident lodgement (or as otherwise reasonable); and

3. if required, notify the Business System User when the Incident has been resolved; and

5. for a Service Request:

1. use commercially reasonable endeavours to address the Service Request within the target resolution times;

2. if required, update the Business System User with the progress of the Service Request; and

3. if required, notify the Business System User when the Service Request has been addressed.

1.5. Service Level: Response and Resolution Times

SHPING will provide the Support Services, and use commercially reasonable endeavours to meet the target service levels documented below:

For Incidents:

* Extended Hours only applicable where Extended Hours services have been agreed in writing between SHPING and the Business System User

For Service Requests:

1.6. Priority Levels

SHPING will consider the impact and the urgency of an Incident or Support Request, and categorise those in accordance with the priority levels documented below:

1.7. Escalation

If SHPING, in the course of performing the Support Services, considers that an Incident or Service Request requires escalation, it will do so as follows:

1.8. General Exclusions

Unless otherwise stated in the Agreement, SHPING is not required to provide support, or may impose an additional fee in relation to problems arising out of:

1.8.1. the Business System User’s failure to implement a current Upgrade;

1.8.2. the Business System User not installing or using the software of accessing the System in accordance with the Documentation;

1.8.3. changes to the Business System User’s (or any authorised user’s) business systems or environment on which any SHPING software is operating;

1.8.4. unauthorised modifications to the SHPING software;

1.8.5. a failure by the Business System User to provide qualified and trained staff for the operation of the software, or its business systems or the environment on which any SHPING software is operating;

1.8.6. accident, negligence or misuse; or

1.8.7. operator, Business System User or authorised user, or end user error.

For the purposes of this section, « Documentation » includes this SLA.

1.9. Additional Exclusions

SHPING is not required to provide support, or may impose an additional fee in relation to problems arising out of:

1.9.1. servicing, operation or other issues related to third party equipment (including printing equipment) or service providers (such services to be provided by agreement between the Business System User and the supplier or such services or equipment); and

1.9.2. any issues related to the printing, use or presentation of barcodes (including the quality of printing).

2. SYSTEM AVAILABILITY

2.1. Description

During the Term, SHPING will take reasonable steps to ensure the availability of the System during the hours of operation specified at section 2.2.

2.2. Service Level: System Availability

Subject to any Maintenance Period specified at section 2.3 below and any genuine emergency period, SHPING will use commercially reasonable endeavours to ensure that the System is available to the Business System User and its customers in accordance with the following formula.

Where:

2.2.1. « Total Availability » means a full calendar month (in minutes);

2.2.2. « Downtime » means the period of time that the System is unavailable to any substantial proportion of customers (in minutes); and

2.2.3. « Maintenance Downtime » means the period of time in which SHPING has deliberately taken the System offline during any Scheduled Maintenance periods set out in section 2.3 below.

2.3. Scheduled Maintenance

SHPING may take the System offline (in whole or in part) in accordance with the Scheduled Maintenance Period specified below:

The System may also be taken offline as a result of SHPING service provider scheduled maintenance and in the event of any genuine emergency requiring unscheduled maintenance to be undertaken. In either event, SHPING will take commercially reasonable steps to provide as much notice as is reasonably practicable and return full access to the System as soon as reasonably practicable.

2.4. Exclusions

The service level commitments included in this section 2 do not apply to the extent that a failure or unavailability is wholly or substantially attributable to:

2.4.1. a Force Majeure Event (as described in the Agreement);

2.4.2. any matter excluded under sections 1.10 or 1.11; or

2.4.3. suspension of the services or the System by SHPING as a result of the Business System User’s default in accordance with SHPING’s rights under the Agreement.

3. Change Management

3.1. Description

Changes to the SHPING System or Services may be made (at SHPING’s sole discretion) in accordance with this section 3 and any applicable change management procedures that SHPING adopts from time to time.

3.2. Changes by Business System User

The Business System User may request a change to the SHPING System or Services by lodging a Service Request in accordance with the terms of this SLA. SHPING may also consider that a change is necessary in order to resolve an Incident lodged under this SLA. Where a change is accepted by SHPING, it will provide the Business System User with notice of any applicable fees, and if agreed, will consult with the Business System User to organise timing for implementation of the change.

3.3. Changes by SHPING

SHPING may, at its sole discretion, consider that a change to the System or the Services is necessary for continued operation, including security reasons or legislative change. SHPING will take commercially reasonable steps to provide the Business System User with at least 10 business days’ notice of any change. This provision does not limit SHPING’s obligations to provide the System and the Services to the Business System User in accordance with the Agreement.

4. Service Credits and Reporting

4.1. Description

If SHPING fails to satisfy any service level commitments set out in section 4.2 to which Service Credits apply then the Business System User will be entitled to a credit to its fees in the next applicable month in respect of that failure (a Service Credit). Those Service Credits

4.1.1. will be calculated in accordance with section 4.2 and the service level commitments at sections 1 and 2;

4.1.2. are not redeemable for cash, represent an adjustment to the fees to reflect the reduced value of the Services provided and are not intended to, and do not, represent liquidated damages or any form of compensation for loss or damage that the Business System User may suffer as a result of the failure of the System to be provided in accordance with the service level commitments;

4.1.3. will not exceed the applicable caps on Service Credits referred to in section 4.4; and

4.1.4. represent the sole and exclusive remedy of the Business System User in respect of the items to which they apply.

4.2 Service Credits

The following Service Credits are applicable in respect of the service level commitments (Service Levels) specified in this SLA:

4.3. Procedures

4.3.1. To claim a Service Credit, the Business System User must provide a written notice to SHPING specifying the relevant Service Level, relevant information related to failure of the Service Level and any additional information relevant to investigation of the claim (including any form provided by SHPING for that purpose).

4.3.2. A claim for a Service Credit must be made within 20 business days of the end of the month in which the service level failure occurred.

4.3.3. SHPING will promptly investigate and in good faith confirm the level of compliance with the relevant Service Level, at its own cost, providing the Business System User with written notice of the results of such investigation (Service Credit Report).

4.3.4. Where a Service Credit Report from SHPING concludes that Service Credits are applicable to the failure, the Service Credits will be credited as a discount to any fees that become payable by the Business System User to SHPING under the Agreement during the following month.

4.4. Service Credit Cap

For the avoidance of doubt, the maximum Service Credit creditable in a particular month will in no event exceed 50% of the total monthly fees otherwise payable by the Business System User to SHPING for the services under the Agreement for that month (Service Credit Cap). The Service Credit Cap applies even where the aggregate of multiple Service Level failures would otherwise result in a Service Credit greater than 50% in that month.

4.5. Service Credit Cap

SHPING will maintain records of its performance against the service level commitments set out in this SLA, as sufficient to substantiate any reasonable claim by the Business System User in relation to SHPING’s performance of those service level commitments under this SLA.