SLAs: Support Dependencies
Commercial Contract
Table of Contents:
Duty to Provide First-Tier Support
Duty to Identify a Primary Contact
Duty to Report Errors
Duty to Upgrade or Install Updates
Duty to Archive
Duty to Upgrade Systems
Duty to Provide Access to Provider Personnel and Equipment
Duty to Remain in Good Standing Under the Contract
SLAs: Support Dependencies
To reduce the risk of breach, a service provider may require the customer to discharge certain dependencies (aka contingencies) as a precondition and prerequisite to providing the services and/or to providing maintenance and support.
The following dependencies or contingencies are instructive regarding the ways that a service provider may attempt to shift the onus on the customer and reduce provider’s potential liability for breach.
A failure by the customer to discharge any of the following duties could lead in forfeiture of any right to support by the provider:
Duty to Provide First-Tier Support
In the following exemplar, the customer is responsible for providing first-tier support to its end users and the customer may only escalate to the provider after exhausting initial troubleshooting efforts:
Exemplar C67C-1
Customer, or its designee, will be solely responsible for providing telephone, e-mail, web, and on-site support relating to the System Component to End Users, and other third parties. Under no circumstances will Customer facilitate, instruct, or encourage third parties to contact Provider directly. Customer is fully responsible for the product knowledge and technical support skills of its personnel. Customer will promptly return calls for support and other services related to the System Component, and will otherwise use all commercially reasonable efforts to assist third parties to resolve any questions concerning the System Component. Customer will perform all initial troubleshooting before escalating to Provider.
Duty to Identify a Primary Contact
The following exemplar controls the support request process by limiting the customer’s interface to one representative who is knowledgeable about the service:
Exemplar C67C-2
Customer will identify for Provider one individual within Customer’s organization that is trained on the operation of the System Component who will serve as the primary contact between Provider and CUSTOMER with regard to the Maintenance & Support Services. Customer must initiate all requests for Maintenance & Support Services through this primary contact person. Customer may replace its primary contact person by providing Provider with written notice at least one week in advance.
Duty to Report Errors
In the following exemplar, the customer must provide enough information to the provider for the provider to replicate the reported error or failure:
Exemplar C67C-3
Customer will document and promptly report all detected Errors to Provider with enough detail to permit Provider to reproduce the Error. Customer will assist Provider with recreating and diagnosing each Error.
Duty to Upgrade or Install Updates
According to the following exemplars, the customer’s failure to keep its systems updated or to use the most recent version of any requisite hardware or software may excuse non-performance by the service provider:
Exemplar C67C-4
Customer will promptly implement all updates and Error corrections and workarounds provided by Provider.
Exemplar C67C-5
In order to provide Error corrections, workarounds, and updates, Provider may require Customer to upgrade, at its own cost, its hardware and software systems to Provider’s then-current supported versions of System Component.
Exemplar C67C-6
Supplier will have no obligation to provide services for versions of a Software product or any portions, aspects or components thereof, that have been declared obsolete or discontinued by Supplier for one (1) year or more, or that have been superseded by an Upgrade, if one (1) year after such Upgrades have been released such Upgrades have not been licensed and installed by Customer. Supplier shall have no obligation to support Software that has not been maintained to the latest Update or Patch, if one (1) year after such Update or Patch has been released such Update or Patch has not been installed by Customer.
Duty to Archive
The following exemplar puts the burden on the customer to back up its data to avoid any loss due to service or system failure:
Exemplar C67C-7
Customer must supervise, control, and manage the use of the System Component. In addition, Customer is responsible for archiving its data to mitigate against losses that may be caused by Errors.
Duty to Provide Access to Provider Personnel and Equipment
In the following exemplar, the customer is obligated to cooperate with the provider by making systems and personnel available and accessible to the provider as necessary:
Exemplar C67C-8
Customer will provide Provider with access to all necessary personnel to answer questions regarding Errors and other problems reported by Customer. Customer will also provide Provider with access to its equipment as needed, including the ability to dial-in to Customer’s equipment on which the System Component is operating and the ability to obtain the same access to the equipment as those of Customer’s employees having the highest privilege or clearance level. Customer will only disclose such information within Provider to those individuals who need to know in order to assist in solving Customer’s problem.
Duty to Remain in Good Standing Under the Contract
Finally, under the following exemplar, the service provider is not required to provide support if the customer’s account is not up to date or the customer is not otherwise in good standing with the service provider:
Exemplar C67C-9
The provision of the Maintenance & Support Services by Provider is contingent upon Customer’s performance of its payment and other obligations under the Agreement. Provider reserves the right, in addition to other remedies available, to suspend its provision of the Maintenance & Support Services for so long as Customer is not current with its obligations.