Managed Service Schedule

MANAGED SERVICE SCHEDULE

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This Service Schedule is supplemental to the Work Order and the Amdaris Services Terms and Conditions or (if applicable) other agreed services contract between the Client and Amdaris (together, the “Agreement”) and sets out the terms which apply to the provision by Amdaris of a scalable managed application support service as described in a Work Order (Managed Services).

Any terms defined in the MSA and used in this Service Schedule will have the same meaning as set out in the MSA.

1. PROVISION OF THE MANAGED SERVICES

1.1.	Each Work Order will specify:
1.1.1.	where appropriate, the number and skillsets of the Personnel required to perform the Managed Services according to the Client’s requirements (and Amdaris will provide the Client with basic profiles of such Personnel on request);
1.1.2.	the Charges for the Managed Services based on the agreed number of days of support;
1.1.3.	the features of the Managed Services including:
(a)	level of support to be provided;
(b)	hours during which the Managed Services will be provided;
(c)	the service levels applicable to the Managed Services (Managed Service Levels);
(d)	frequency of service reports (which, if not specified, will be monthly) (Service Reports); and
(e)	frequency of meetings to review the performance of the Managed Services (which, if not specified, will be quarterly) (Review Meetings).
1.2.	Amdaris will provide the Managed Services in accordance with processes which are aligned to ITIL® practices for IT service management (comprising change management, knowledge management, release and deployment management, service validation and testing, incident management, problem management, service level management and continual service improvement as identified in the applicable Work Order). However, the principles set out in the ITIL® framework will not form part of this agreement.
1.3.	Unless otherwise specified in a Work Order, the Managed Services will not be performed outside the agreed service window.
1.4.	The Client acknowledges that the Managed Service Levels:
1.4.1	do not include any specific availability, capacity or performance targets in respect of the Client’s applications or systems; and
1.4.2	only apply to the provision of the Managed Services in respect of the Client’s production environments.
1.5.	Amdaris will coordinate with any third parties (including other support providers and vendors) as necessary to perform the Managed Services, but the Client acknowledges that Amdaris will not be liable for any failure or delay in performing the Managed Services or meeting the Managed Service Levels to the extent caused by any failure or delay of such third parties.
1.6.	The Managed Services do not include the provision of application development services or enhancements, which will be subject to the terms of a separate Agreement.
1.7.	During Service Onboarding, Amdaris will provide a Service Operations Manual detailing the processes to be used in the delivery of the Service and a Service Report Template for monthly Service Reporting (see Service Level Management section below).
1.8.	The level of support and responsibilities of Amdaris and the Client for the specific engagement are specified in the Work Order.

1.9.

Incident Management and Problem Management Service Levels. An Incident is an unplanned interruption to a Service or reduction in the quality of a Service or a failure of a Configuration Item that has not yet impacted a Service. The Incident Management Process is triggered in response to an Incident being reported by technical staff, detected and reported by event monitoring tools, communications from <Customer> or users, or reported by third-party suppliers and partners.

1.10.

Priorities are assigned to Incidents and Problems from the below table, considering the impact of the Incident (or Problem) and the availability of suitable workarounds:

P1 Priority – Critical	• The Application is not Available to all or the majority of users • There is a Security breach as a result of the Incident • There is a legal/regulatory breach as a result of the Incident
P2 Priority – High	• A major part, but not all, of the Application is not Available to all or the majority of users • A major part, but not all, of the Application cannot be used due to a performance deficiency by all or the majority of users • The Application is in a condition that is likely to lead to a Priority 1 Incident
P3 Priority – Medium	• Multiple users are inconvenienced by the Incident
P4 Priority – Low	• Any other Incidents resulting in inconvenience to a single user of the application

1.11.

Incident Service Levels. The Incident Service Levels are as follows:

Service Class	P1 Priority - Critical	P2 Priority - High	P3 Priority - Medium	P4 Priority - Low
Gold	Response: 1 Service Hour Resolution: 1 Service Day	Response: 2 Service Hours Resolution: 3 Service Days	Response: 2 Service Hours Resolution: 5 Service Days	Response: 2 Service Hours Resolution: Reasonable Effort
Platinum	Response: 30 Service Mins Resolution: 4 Service Hours	Response: 1 Service Hour Resolution: 1 Service Day	Response: 1 Service Hour Resolution: 3 Service Days	Response: 2 Service Hours Resolution: 5 Service Days

1.12.	Response time is the time taken for Amdaris to respond to the first notification of an Incident. The Resolution time for an Incident is either when the system is restored to normal functionality, a workaround is in place or that a Problem has been raised to deal with the underlying cause (in the event that the system is operational and the only resolution is to fix the underlying Problem).
1.13.	Problems can be raised when the cause of an Incident cannot be immediately established and rectified, for example an Incident is raised and resolved via a work around, but the underlying cause or Problem requires a software update. Problems are also raised by our Service team as part of proactive analysis of the solution behaviour. A Problem is the underlying cause of one or more Incidents (or potential Incidents). The Problem Management process is triggered in response to an underlying Problem being reported by a 3rd Party (which may be the customer), discovered as part of the Incident Management process or as a result of proactive activity on the Service that identifies a likely cause of Incidents that will lead to Service disruption.
1.14.	The Problem Service Levels are as follows:

Service Class	P1 Priority	P2 Priority	P3 Priority	P4 Priority
Gold	Resolution: 5 Service Days	Resolution: 10 Service Days	Resolution: Next Scheduled Release	Resolution: Next Scheduled Release
Platinum	Resolution: 2 Service Days	Resolution: 5 Service Days	Resolution: 10 Service Days	Resolution: 20 Service Days

2. ONBOARDING AND SERVICE OPERATIONS MANUAL

2.1.	Prior to the operational phase of performing the Managed Services, Amdaris will undertake a process to gather knowledge and understand the Client’s existing systems and systems interfaces, support environment, existing documentation and knowledge assets and business processes (Onboarding Process).
2.2.	Upon completion of the Onboarding Process, Amdaris will produce a manual describing the processes, technology and activities required to perform the Managed Services which will constitute a Deliverable (Service Operations Manual). The Service Operations Manual does not form part of this agreement.
2.3.	Any changes to the Service Operations Manual (except for minor or incidental changes) will be subject to the Change Control Procedure unless otherwise agreed by the parties in writing.

3. CLIENT’S OBLIGATIONS

3.1.	The Client will:
3.1.1.	ensure that those of the Amdaris Personnel engaged in providing the Managed Services have the appropriate level of remote access to the Client’s systems and environments (including development, testing, user acceptance testing and production environments, as appropriate); and
3.1.2.	ensure that it has obtained all necessary third-party licences and rights to grant the Amdaris Personnel to the Client’s systems and environments.

4. CHARGES FOR THE MANAGED SERVICES

4.1.	The Managed Services will be provided on a fixed price, fixed effort basis by reference to the number of agreed days required to perform the Managed Services at the rates set out in the Work Order.
4.2.	The rates set out in the Work Order are valid for the current calendar year in which the Work Order is agreed. Amdaris may increase the rates set out in the Work Order in the next calendar year in line with the average percentage increase (if any; the then-current rates set out in the Rate Card will apply if there is a decrease) in the average weekly earnings (AWE) for the Information and Communication industry by reference to the most recent figures (EARN03, AWE by Industry, category “J”, not seasonally adjusted, excluding bonuses but including arrears) published by the UK Office for National Statistics (or any successor index or body) over the preceding 12-month period by reference to the most recently published monthly growth figures. Amdaris will provide the Client with an updated Work Order following such increase. The rates set out in the updated Work Order will not apply to any uncompleted Work Orders.
4.3.	Any unused technical effort in a calendar month may be carried over by the Client on a rolling three-month basis. If there is any unused technical effort remaining on the expiry or termination of a Work Order, the Client will not be entitled to any refund in respect of the Charges paid for such effort.
4.4.	Unless otherwise specified in a Work Order, the effort expended on the Onboarding Process and production of the Service Operations Manual will be deducted from the agreed number of days of support.
4.5.	Additional Technical Service Effort may be purchased by the Client at a daily rate, identified in the Work Order as “Top Ups”.

5. REVIEW MEETINGS

5.1.	Review Meetings may take place in person or remotely by agreement between the parties.
5.2.	Amdaris will use reasonable endeavours to confirm all actions identified following a Review Meeting in writing within five (5) Business Days from the date of each Review Meeting. Unless the Client has provided Amdaris with any comments within five (5) Business Days from the date they have been circulated, the Client will be treated as having agreed the actions identified by Amdaris.

6. PERFORMANCE MANAGEMENT

6.1.	The Client may require Amdaris to provide a draft plan outlining the actions that Amdaris needs to take to remedy or prevent recurrence of any Service Level Failure (Remediation Plan). Amdaris will provide the Client with a draft Remediation Plan within five Business Days of the Client’s request. The Client will either approve the draft Remediation Plan within five Business Days of its receipt or inform Amdaris why it cannot do so (acting reasonably), in which case Amdaris will address such concerns in a revised Remediation Plan which it will submit to the Client within two Business Days of its receipt of the Client’s comments. If no such notice is given, then Amdaris’s draft or revised Remediation Plan will be deemed agreed.
6.2.	Once agreed, Amdaris will immediately start work on the actions set out in the Remediation Plan.
6.3.	If a Remediation Plan is agreed between the parties, but Amdaris fails to implement or successfully complete the Remediation Plan by the required remedial plan completion date, the Customer may:
6.3.1.	terminate this agreement with immediate effect by giving written notice to Amdaris;
6.3.2.	give Amdaris a further opportunity to resume full implementation of the Remediation Plan; or
6.3.3.	escalate any issues arising out of the failure to implement the Remediation Plan to in accordance with the escalation procedure set out in the Work Order (Escalation Procedure).
6.4.	Neither party may engage the Dispute Resolution Procedure, and the Client may not seek to terminate this agreement, until the Service Level Failure has been escalated in accordance with the Escalation Procedure.

7. ASSUMPTIONS AND CAVEATS

7.1.	Where the Customer requests that Amdaris will collaborate with any third-party, Amdaris will use reasonable endeavours to work co-operatively with such third-party, provided that the Customer procures the same cooperation and support from such third-party.
7.2.	Unless otherwise provided in the relevant Work Order, no work is required outside of the specified Service Hours.
7.3.	Unless otherwise provided in the relevant Work Order, escrow is not required.

8. EXIT AND TRANSITIONAL ASSISTANCE

8.1.	Upon the expiry or termination of this agreement (however caused), Amdaris will ensure the smooth and orderly transition of the Managed Services from Amdaris to the client or any replacement supplier (which may be phased over a period of time) in accordance with this clause 8 (Transitional Assistance Services). The Client acknowledges that it will have overall responsibility for the transition of the Managed Services.
8.2.	The parties will agree a plan for the provision of the Transitional Assistance Services (Exit Plan) which will:
8.2.1.	specify the scope of the Transitional Assistance Services that may be required by the Client;
8.2.2.	ensure that there is no disruption in the performance of the Managed Services;
8.2.3.	detail how the Managed Services will transfer to the Client or replacement supplier, including details of the processes, documentation, data transfer, systems migration, security and segregation of the Client’s systems or environments from any of those operated by Amdaris (where applicable);
8.2.4.	provide a timetable and identify critical issues for carrying out the Transitional Assistance Services; and
8.2.5.	set out the management structure to be put in place and employed during the transitional period.
8.3.	Where Amdaris demonstrates to the Client’s reasonable satisfaction that transfer of the Managed Services during the transitional period will have a material adverse effect on its ability to meet a particular Managed Service Level and such adverse effect is not due to a failure by Amdaris to perform this agreement, the parties will vary the relevant Managed Service Level to take account of such adverse effect.
8.4.	The Client will have the right to terminate its requirement for Transitional Assistance Services by giving not less than ten Business Days’ written notice to Amdaris to such effect. Amdaris will not be liable for any Losses incurred by the Client because of termination of the Transitional Assistance Services earlier than as contemplated by the Exit Plan.
8.5.	Amdaris will be entitled to charge the Client for the provision of the Transitional Assistance Services on a time and materials basis at the rates agreed in the Work Order.

9. TUPE

9.1.	The parties intend that the Transfer of Undertakings (Protection of Employment) Regulations 2006 (TUPE) will not apply to any Work Order under this Service Schedule and, accordingly, that there will be no transfer of the contracts of employment of any of:
9.1.1.	the Client Personnel to Amdaris at any time on or following the commencement of this agreement or the provision of the Managed Services; or
9.1.2.	any Amdaris Personnel to the Client during this agreement or on or following the expiry or termination of this agreement in whole or in part.
9.2.	If any contract of employment or engagement of either party’s Personnel or any other individual formerly employed or engaged by either party in connection with the Managed Services under this agreement will have effect, or is claimed to have effect, as if originally made between a party (Indemnified Party) and such individual by operation of TUPE, then the other party (Indemnifying Party) will indemnify the Indemnified Party against all Losses incurred by the Indemnified Party in connection with the employment or engagement (whether deemed or alleged) of any such individual or the termination of the employment or engagement (whether deemed or alleged) of any such individual.