Service Level Commitments and Support Services

Clio shall provide SLC Credits (defined in paragraph 3 below) and Support Services in accordance with the Service Level Commitments and Support Services Terms as defined herein.

1. Definitions
(a) “Customer Core Group” means Customer’s employees who have been trained on the Service and who are familiar with Customer’s business practices.
(b) “Customer User Community” means all users who input, extract or view data in the Service, including all Registered Clients.
(c) “Downtime” means any period, greater than ten minutes, during which the Customer is unable to access or use the Service because of a Service Outage, excluding (i) any such period that occurs during any Scheduled Downtime, or (ii) document preview, search, FTP or synch functions of the Service.
(d) “Recurring Downtime” means 4 hours per month on the third Saturday of the month from 12:00 A.M. to 4:00 A.M. CET/CEST (Central European Time / Central European Summer Time, as applicable).
(e) “Request” means a modification to the Service outside of the scope of the functional specifications.
(f) “Scheduled Downtime” means the time period identified in advance by Clio in which it intends to perform any planned upgrades and/or maintenance on the Service or related systems and any overrun beyond the planned completion time.
(g) “Service Outage” means a situation in which the datacentres hosting the Service are not accessible as a result of failures at the datacentres (as distinguished from the internet provider of any User or any intervening server) or the failure of Clio to provide login ability. A decrease in system response time due to a temporary failure of a non-critical component shall not constitute a Service Outage.
(h) “Uptime Percentage” means the total number of minutes in a calendar month minus the number of minutes of Downtime suffered in such calendar month, divided by the total number of minutes in such calendar month.
(i) “User Administration Support” means issues that have an impact on the usability of the Service and are addressable through the adjustment of Users’ access privileges, processes or procedures.

2. Scope of Service Level Commitments
Clio’s obligations do not extend to Service Outage or other issues caused by:
any modification of the Service made by any person other than, or on behalf of, Clio;
any third party hardware or software used by Customer or any Registered Clients;
the improper use of the Service;
the accidental or deliberate damage to, or intrusion or interference with the Service not caused by Clio;
the use of the Service other than in accordance with any user documentation published by Clio or the reasonable instructions of Clio;
test or training instances of the Service provided to Customer;
connection failures, latency problems and similar factors caused or affected by difficulties with the User’s (or internet service provider’s) internal network or general internet conditions;
Force Majeure Events.

3. Scheduled Downtime and Guaranteed Uptime
Clio will use commercially reasonable efforts to provide at least 24 hours prior notice before implementing any Scheduled Downtime. If the Customer experiences an Uptime Percentage of less than 99.9% in any calendar month, Clio will provide to Customer a credit (“SLC Credit”) equal to the credit percentage identified in the SLC Credits table below multiplied by the Customer’s fees paid to Clio for the Service that are attributable to such month (calculated on a straight line pro-rated basis with respect to any fees paid in advance).
The SLC Credit is Customer’s sole and exclusive remedy for any failures of the Service to perform in accordance with the Agreement which are covered by SLC Credits. For the avoidance of doubt, this includes Customer’s remedy for breach of the warranty in Clause 8.1(a) of the General Terms and Conditions of Service — Spain.
For the avoidance of doubt, this SLC Credit is also Customer’s sole remedy for breach of the warranty in Clause 8.1(a) (Clio’s Warranty) of the General Terms and Conditions of Service — Spain, in respect of failures of the Services to perform materially in accordance with applicable documentation.

4. Availability of SLC Credits
Customers who are past due on any payments owed to Clio are not eligible to receive SLC Credits. Clio will issue SLC Credits, as determined in its sole discretion, either on future billing cycles or as a refund against annual fees paid. In order to receive any SLC Credit, Customer must notify Clio within thirty days from the time Customer becomes eligible to receive a SLC Credit. Failure to comply with this requirement will forfeit Customer’s right to receive a SLC Credit. In no event will the total amount of SLC Credits, if any, exceed the fees paid by Customer for the corresponding month.

5. Support Services
Clio will provide support services to assist Customer in resolving Errors (“Support Services”). Support Services do not include (a) physical installation or removal of the API and any user documentation published by Clio; (b) visits to Customer’s premises; (c) any electrical, mechanical or other work with hardware, accessories or other devices associated with the use of the Service; (d) any work with any third party equipment, software or services; (e) any professional services associated with the Service, including, without limitation, any custom development, or data modelling.
Clio will provide email and/or phone support as specified at support.clio.com, excluding Clio corporate holidays and national Spanish and Irish public holidays except where noted.

Have questions? Call +34 900 838 442 or email support@clio.com.
Our team is available Monday to Friday 24/5.

6. Relationship to the General Terms and Conditions of Service
This Annex 2 forms part of the Agreement as defined in the General Terms and Conditions of Service — Spain and is incorporated therein by reference. In the event of any conflict between this Annex 2 and the General Terms and Conditions of Service — Spain, this Annex 2 shall prevail in respect of service level commitments, SLC Credits, and support services. The Service Level Commitments and Support Services incorporate the definitions set forth in Clause 1 of General Terms and Conditions of Service.