Updated November 10, 2022
This Service Level Agreement (“SLA”) is between NB Tech Solutions dba Nicole Bardales (“NB Tech Solutions”) and the client identified in the applicable Statement of Work (“Client”) and is effective as of the date of the applicable Statement of Work (“Effective Date”).
This SLA is automatically incorporated into the MSA by reference. In the event of a conflict between the terms of this SLA and the terms of the MSA or other agreement with NB Tech Solutions governing your use of Care Plan Services, the terms and conditions of this SLA apply, but only to the extent of such conflict.
The parties agree as follows:
1.1. “Availability” means the percentage of a particular calendar month (based on 24-hour days for the number of days in the subject month) that a specific Care Plan Service is available. For servers, Availability refers to the amount of time that the server is up and reachable over the Internet via at least of one the services running on the server (i.e., SSH, SFTP, POP, IMAP, SMTP, HTTP, HTTPS, database, etc.). For Services (excluding servers), Availability refers to the ability to access that Service from permitted locations external to the server itself. Availability is measured by NB Tech Solutions’s monitoring tools, as verified by NB Tech Solutions.
1.2. “Care Plan Services” refers to the specific Services, Website or Application Hosting, Website or Application Maintenance, as applicable, in Customer’s recurring paid Agreement with NB Tech Solutions.
1.3. “Down Time” means the amount of time during a particular calendar month that a specific Care Plan Service was not available, per the above definition of Availability.
1.4. “Emergency Maintenance” means critical, unforeseen maintenance or software updates required for the security or performance of a server, the network, or the infrastructure.
1.5. “Scheduled Down Time” refers to scheduled, non-emergency Services Releases resulting in Down Time.
1.6. “Server Provider” is a company providing the data center, infrastructure, networking, and hardware for a particular server. NB Tech Solutions retains the retain to change its Server Provider(s) in its sole discretion.
1.7. “Service Releases” or “Software Updates” refers to any upgrades to software, servers, database infrastructure, system configuration, and/or functionality.
1.8. “SLA Event” is an incident or instance where the Availability of a Care Plan Service is degraded enough to possibly warrant SLA remedies under this SLA, subject to verification by NB Tech Solutions, as described herein.
1.9. “Software Add-On” is defined as a third party developed commercial or freely available software that integrates and adds additional functionality or design elements to the core software platform.
1.10. “Software Platform” is defined as the underlying software that powers the website or application, ie. WordPress, Joomla, etc.
1.11. “Weekends and Holidays” refers to Saturdays, Sundays, and the major US holidays: Thanksgiving, Christmas, New Year’s Day, Memorial Day, Independence Day, and Labor Day.
2.1. Care Plan Maintenance Service
2.1.1. Software Updates: Each week, at NB Tech Solutions’s discretion, NB Tech Solutions will apply available updates for the software platform and software add-ons. Websites which utilize WooCommerce or complex configurations as deemed by NB Tech Solutions will receive updates on a monthly basis. Note this update schedule is not guaranteed and is subject to change at any time by NB Tech Solutions without notice to Client. NB Tech Solutions performs these updates for the items that appear in the “Updates” area of the software platform dashboard. NB Tech Solutions will also watch industry security news and proactively perform these updates more frequently during times of enhanced threat levels. Custom add-ons and hardcoded changes to publicly available add-ons are strictly not covered under this Service and may incur additional costs to maintain and support up to NB Tech Solutions’s discretion.
2.1.2. Security: Lockdown protocols harden the software platform system to make it more resistant to the actions of hackers. NB Tech Solutions employs industry leading security software that actively guards Client website or application against hack attempts at multiple levels in the software platform system. NB Tech Solutions provides daily malware scans of the website or application as part of our service. This scan may be external website scanning or internal scanning of your server, up to NB Tech Solutions’s discretion. Such security scans are not perfect and may miss malware or other bad party actions, but provide an extra layer of security support.
2.1.3. Uptime Monitoring: Service includes checking for the uptime or functional operation of the server on which the Client website or application resides every hour. Such uptime monitoring is a courtesy service and may not alert NB Tech Solutions if the server is online, but the actual website or application is offline. Client is responsible to inform NB Tech Solutions if the website or application is not behaving properly or is experiencing Down Time. If the uptime monitoring system does notify NB Tech Solutions of Down Time, NB Tech Solutions will proactively investigate the issue during normal operating hours and may communicate this, up to NB Tech Solutions’s discretion.
2.1.4. Backups: Client’s website or application files and database will be backed up automatically daily offsite to a third party vendor chosen by NB Tech Solutions and subject to change at any time. NB Tech Solutions is responsible for complying with any data protection laws set internally or externally regarding Client website or application. Client must notify NB Tech Solutions if this is a requirement. These backups are stored in NB Tech Solutions’s cloud data vault where these backups are retained for up to 30 days. Such backups are not guaranteed and NB Tech Solutions is not held responsible for any loss of assets, revenue, or other tangible or intangible loss due to missing or corrupt backups. No guarantees are made of any kind, either expressed or implied, as to the integrity of the backups or backup services. It is Client’s responsibility to maintain local copies of content and other stored information. If loss of data occurs due to a failure on NB Tech Solutions’s part, NB Tech Solutions will take reasonable action to recover the data in-house at no charge to the client. If data loss occurs due to negligence of Client in securing the account, by an action of Client, or any actions not under the direct control of NB Tech Solutions, NB Tech Solutions will have no liability. The Client is fully responsible for assuring that backups are kept.
2.1.5. Content Modifications and Feature Request: For SOWs that include designated monthly hours, these hours are allotted for non-technical monthly support requested from Client such as training, general web questions, content updates or new site features development. Time is based on increments of 15 minutes. Any task under 15 minutes will be counted as a 15-minute block. Client will be notified and provided an additional estimate if any tasks will exceed available hours for the month. Hours included each month reset the following month and do not carry over to the next month. Such requests must be created by sending an email to [email protected]. Failure to send to the specified email may delay the request from being processed. Any required meetings or phone calls must be scheduled in advance as part of the email request. For SOWs that do not include designated monthly hours, non-technical support such as training, general web questions, content updates or new site features are excluded and will incur an additional hourly charge.
2.1.6. Troubleshooting: As a courtesy service, NB Tech Solutions provides troubleshooting and support services for Client’s website or application. Troubleshooting includes investigating errors, bugs, and unexpected behavior. Troubleshooting investigation takes time and may be subject to additional hourly fees following three hours of incurred time. Client will be notified of such hourly fees once three hours have elapsed while troubleshooting. In the investigation process, NB Tech Solutions may ask for your assistance including, but not limited to required access details, step by step instructions to replicate issues, browser and technical information and / or access to all parties involved including Client’s own customers. NB Tech Solutions is not obligated to communicate with Client’s customers and this is up to NB Tech Solutions’s discretion.
2.1.7. Monthly Reporting: All monthly reports including website activity logs, update logs and traffic / Google Analytics reports are automatically provided monthly as a courtesy service and subject to change at any time. Such logs are not guaranteed and no more than 1 month of activities will be stored.
2.1.8. Basic Speed Optimization: NB Tech Solutions will often check Client’s website or application for speed optimization against third party benchmarks including Google’s Core Web Vitals and GTMetrix. Such optimizations are not guaranteed and up to NB Tech Solutions’s discretion.
2.1.9. Image Optimization: Resizing and compression of Client’s website or application images to increase performance is provided as a courtesy service. Such image optimization may result in a change of quality in Client’s images and NB Tech Solutions is not responsible for keeping a backup of the original images on the server. These original images should be kept offline by NB Tech Solutions in a secure and available location.
2.1.10. Hacks and Malware Cleanup: While it is impossible to guarantee that a website or application will never be hacked, all of these techniques make the website or application a more difficult target for hackers. In addition, it is well known that hackers tend to exploit easier targets first – sites without security measures in place. However, in the event that the Client website or application is hacked, NB Tech Solutions will restore it to pre-hack condition at no additional cost either by restoring a site backup to the latest available version without the issue or performing a malware cleanup – this is up to NB Tech Solutions’s discretion. If malware re-appears, NB Tech Solutions will restore the site or application back to the last working backup free of charge and provide Client a separate quote to resolve any remaining security vulnerabilities through alternative add-ons and / or additional security firewall software.
2.2. Care Plan Hosting Service
2.2.2. Such services include the maintenance and update procedures outlined in Section 3 of this Agreement.
2.2.3. In the event of a hosting outage, Section 4, Section 5, and Section 6 of this Agreement outline the SLA credits available to solely remedy any outage.
2.2.4. No guarantees on server speed performance or application performance are applicable with this Service.
2.3 Transactional Email Service: Up to 2,500 of outgoing transactional emails sent out monthly by NB Tech Solutions’s email service.
2.3.1. All emails will have an origin of [email protected] or similar and it is up to the discretion of NB Tech Solutions to recommend and set the most optimal email address origin address.
2.3.2 Email delivery over the 2,500 per month limit will result in a ‘freeze’ on the transactional email service until a separate contract or agreement is made by NB Tech Solutions.
2.3.3 The transactional email provider may be changed at anytime by NB Tech Solutions and does not guarantee any specific level of service features or SLAs such as service uptime, dedicated IPs, etc.
2.3.4 No guarantees on email delivery with this Service.
3. MAINTENANCE AND UPDATES
3.1. Scheduled Down Time is performed during a scheduled maintenance window. The day of week and time of day that maintenance windows are determined varies depending on the type of change. Client has no choice of maintenance window.
3.2. NB Tech Solutions guarantees a minimum notice of 15 minutes in order for Emergency Maintenance to count as such under this SLA. Emergency Maintenance by NB Tech Solutions’s vendors is always excluded from SLA credits, no matter what amount of notice is or is not given. While NB Tech Solutions will provide a specific amount of notice, Client may choose to allow the Emergency Maintenance to occur sooner than specified in the notice in order to mitigate any undesirable effects that waiting could cause.
3.3. NB Tech Solutions performs rigorous quality assurance testing of all software updates before they are applied to Client servers and software platform. However, software is complex and there is always a chance that unforeseen issues may arise during, or as a result of, a software update.
3.4. Trivial Software Update” involves zero to minimal Down Time (at most 5 seconds anticipated), and includes no backwards incompatible changes. This includes, for example, most updates to WordPress plugin software and most operating system software updates. Trivial software updates happen frequently, and no notice is generally given to Client.
3.5. A “Minor Software Update” involves a small amount of anticipated Down Time (5 to 30 seconds), but no backwards incompatible changes. This includes, for example, updates to core software packages that require restarting of complex services (e.g., apache, MariaDB database, etc.). Updates can happen at any time. No notice is generally given to Client for these kinds of updates.
3.6. A “Significant Software Update” refers to a software update where more than 30 seconds of down time is reasonably possible, but no backwards incompatible changes are anticipated. This includes, for example, server reboots. At least 3-days notice is given to Client through the NB Tech Solutions status website (https://status.nicolebardales.com).
3.7. Backwards-Incompatible Software Update” is a required software update that is backwards incompatible and/or which requires Client action. These types of changes could require Client to modify their settings, pause changes or modifications of their website, or purchase additional software licenses. At least 30-days notice will be given. Notwithstanding the foregoing, Backwards-Incompatible Software Updates can also be scheduled with Customer’s approval for a time sooner than the 30-day notice window.
Notice to Customer is made through the NB Tech Solutions status website (https://status.nicolebardales.com), project management portal and / or via email.
3.8. A “Vendor Maintenance Window” is a Client-impacting maintenance window imposed on NB Tech Solutions by one of our vendors. These maintenance windows cannot generally be rescheduled by NB Tech Solutions or modified to accommodate Customer’s needs. This type of maintenance is excluded from SLA Credits and is not controllable by Client. Performed at a date and time specified by NB Tech Solutions’s applicable vendor when provided. Notice is given to Client through the NB Tech Solutions status website (https://status.nicolebardales.com) when applicable.
4. AVAILABILITY AND SLA CREDIT REMEDIES
4.1. The monthly target service level for Care Plan Hosting Services used by Client is 99.99% of the time, 24 hours/day, 365 days/year.
4.2. If the Availability of Client’s Care Plan Hosting Services is less than 99.99% in any calendar month during the term of the Agreement, NB Tech Solutions will issue a credit (“SLA Credit”) to Client.
5. SLA EXCEPTIONS AND EXCLUSIONS
5.1. Client is ineligible to receive SLA Credits if any of the following conditions apply at any point during the occurrence of an SLA Event:
5.1.1. Client’s account with NB Tech Solutions is delinquent. I.e., Client has a past due balance with NB Tech Solutions;
5.1.2. Client’s account is terminated by NB Tech Solutions with cause or by NB Tech Solutions with or without cause under the terms of the MSA or other related contract between Customer and NB Tech Solutions;
5.1.3. Client’s account is suspended (in whole or in part) by NB Tech Solutions due to suspected abuse, fraud, or violation of any of the terms of NB Tech Solutions’s Acceptable Use Policy in this Agreement;
5.1.4. Client is in violation of NB Tech Solutions’s Acceptable Use Policy in this Agreement;
5.2. Client shall not receive any SLA Credits in connection with Down Time caused by or associated in whole or in part with:
5.2.1. Scheduled Down Time and Emergency Maintenance;
5.2.2. Emergency Maintenance by NB Tech Solutions’s Server Providers;
5.2.3. Down Time reported or detected which is a false positive;
5.2.4. DNS or Domain Registry issues outside the direct control of NB Tech Solutions including, without limitation, DNS and Registry propagation issues, incorrect DNS settings, and domain name expirations;
5.2.5. Outages on the Internet at large that hinder access to Client account and/or its servers. NB Tech Solutions is not responsible for browser, DNS, or other caching that may make a Client web site or email appear inaccessible when others can still access it. NB Tech Solutions guarantees only those areas of the Internet considered under the control of NB Tech Solutions and its Server Providers.
5.2.6. Circumstances beyond the reasonable control of NB Tech Solutions or Server Provider including, without limitation, acts of any governmental body, elements of nature or acts of God, acts of war, terrorism, riots, insurrection, sabotage, armed conflict, civil disorders, rebellions or revolutions, embargo, fire, flood, earthquake, strike or other labor disturbance, interruption of or delay in transportation, unavailability of or interruption or delay in telecommunications or third-party services, failure of third-party software (including, without limitation, ecommerce software, payment gateways, chat systems, and other software not explicitly developed by NB Tech Solutions);
5.2.7. Misconfigurations by Client;
5.2.8. Use of Care Plan Services other than in accordance with any user documentation or other written instructions from NB Tech Solutions;
5.2.9. Client’s acts, omissions or errors (or the acts, omissions or errors of others engaged by or authorized by Client), including, without limitation, custom scripting or coding, server or software administration by Client, any negligence, willful misconduct, or use of Client’s account in breach of NB Tech Solutions’s MSA or other related contract between Client and NB Tech Solutions;
5.2.10. Issues with third-party email systems, including refusal of email by third-party email systems for any reason including blacklisting;
5.2.11. Delays in email delivery;
5.2.12. Delayed or inappropriately blocked or quarantined email;
5.2.13. Attacks by viruses, attackers, or automated systems, including Denial of Service attacks against NB Tech Solutions or Service Provider, against the DNS or the domain registration system, or against any NB Tech Solutions vendors or subcontractors providing affected Services.
5.2.14. Services outside of Care Plan Hosting Services, ie. Care Plan Maintenance Services
6. CREDIT REQUEST AND PAYMENT PROCEDURES
6.1. In order to become eligible to receive an SLA Credit, Client must make a written request for the SLA Credit by emailing [email protected]. Each SLA Credit request must include the dates and times of the unavailability of Care Plan Hosting Services, a description of the perceived SLA Event with sufficient detail to enable NB Tech Solutions to verify the same, and must be received by NB Tech Solutions within seven (7) days after the end of the SLA Event. Failure to provide the request and other information as required above will disqualify Client from receiving a SLA Credit. If unavailability is confirmed by NB Tech Solutions and the issue is not excepted or excluded from SLA Credits, an amount appropriate for the actual Down Time duration and type of unavailability determined by NB Tech Solutions in its sole discretion will be applied within thirty (30) days of NB Tech Solutions’s receipt of Client’s SLA Credit request. SLA Credits are applied as credit to Client’s NB Tech Solutions account that offsets current unpaid and/or future charges to Client’s NB Tech Solutions account. For the avoidance of doubt, SLA Credits can’t be exchanged for cash under any circumstance.
6.2. Notwithstanding anything to the contrary herein, the maximum amount credited to Client in a particular month under this SLA shall not exceed the total fees paid by Client for said month for the affected Care Plan Services. SLA Credits are exclusive of any applicable taxes charged to Client or collected by NB Tech Solutions.
6.3. Client acknowledges and agrees that the SLA Credits referenced in this SLA are Clients’s sole and exclusive remedies and NB Tech Solutions’s sole and exclusive obligations with respect to any failure or deficiency in the Availability of Client’s Services or any breach of this SLA, non-performance or other failure by NB Tech Solutions to deliver the Care Plan Services, provided, that in the event that NB Tech Solutions does not satisfy the Availability level of 90.00% three times in any twelve-month period for any applicable Care Plan Hosting Service, Client shall have the right to immediately terminate the Agreement without further liability on written notice to NB Tech Solutions.
6.4. Additionally, if multiple SLA Credit sections should apply to the same service for the same period of time, the maximum individual SLA Credit percentage across applicable sections will be used; SLA Credits across applicable clauses are not cumulative in any circumstance.
7. BACKUP RESTORATIONS
7.1. Should the Client website or applicable become compromised by a hack, software update incompatibility or if the site becomes inoperable because of user error, NB Tech Solutions will restore a backup for you.
7.2. If the restorations are the result of a hack, there is no limit to the number of restorations NB Tech Solutions will perform under these Services.
7.3. If the restorations are due to user error, NB Tech Solutions will perform a maximum of 3 restorations in any 30-day period. NB Tech Solutions will roll back the site to the previous date requested (if available) and notify Client if it will take any additional time outside of the Care Plan to resolve the matter after investigating
7.4. Additional user error-related restorations will be performed at NB Tech Solutions’s hourly rate with a one-hour minimum.
7.5. If the restorations are due to a software update compatibility conflict or issue, there is no limit to the number of restorations NB Tech Solutions will perform under these Services.
8. COMMERCIAL (PAID) SOFTWARE ADD-ONS
8.1. In the event a Client’s website uses themes, templates, components and/or software plugins that require the payment of a recurring license fee to maintain access to ongoing software updates. NB Tech Solutions has secured appropriate licensing for many of these at no additional cost to Client.
8.2. If NB Tech Solutions holds appropriate licenses for the commercial software used by Client website, the cost for recurring license fees are included in the Care Plan Maintenance Service, and licensing will be maintained for Client as long as Client are an active subscriber to the Care Plan Maintenance Service and NB Tech Solutions continues to renew the software license in question. While NB Tech Solutions fully expects to continue renewing such licenses for the foreseeable future, NB Tech Solutions reserves the right to discontinue payment of any such licenses at any time with 30 days of notice. At that time, Client will be asked to purchase individual licenses for such software. Software licenses are provided as a courtesy to Client and do not obligate or hold NB Tech Solutions liable for any payments or loss of service related to the removal or unavailability of such licenses.
8.3. If the website or application uses premium add-ons and NB Tech Solutions does not have appropriate licensing, it is the Client’s responsibility for maintaining the appropriate licensing to ensure the availability of updates. Client is required to provide NB Tech Solutions with one of the following ways to update non-covered premium software add-ons indefinitely: a) maintain an active license for each commercial software b) provide NB Tech Solutions with login credentials to the developer’s website in which the software license were purchased c) provide NB Tech Solutions the latest copy of each software as updates are released.
8.4. NB Tech Solutions will alert Client if NB Tech Solutions is unable to perform an update due to a licensing-related issue. NB Tech Solutions will advise Client of the add-ons for which Client will need to maintain licensing and assist Client as needed in the process of obtaining them.
9. SOFTWARE ADD-ON COMPATIBILITY
9.1. If an update to a software add-on creates conflicts or causes issues with the functionality of your website or application, NB Tech Solutions will consult with Client to determine the best course of action. Typically, NB Tech Solutions will either temporarily restore back the website to a previous version, restore back the offending add-on to a previous version or remove the offending add-on and replace it with a similar add-on or other programming (additional software licensing costs to Client may apply). If the time required to resolve an add-on compatibility issue exceeds three (3) hours, NB Tech Solutions will provide Client a separate quote to resolve any outstanding issues due to incompatibility and / or abandoned add-ons conflicting with software updates.
10. ACCOUNT AND USER INFORMATION
10.1. Client is responsible to assure that complete contact and billing information on-hand is up-to-date and accurate, including full mailing address and a list of authorized contacts. NB Tech Solutions will contact such contacts via the email addresses and/or phone numbers entered and will not be held responsible for the accuracy of this information.
10.2. Support services are only rendered to those contacts whose information is on file as an authorized contact on the service account.
11. THIRD PARTY SERVICES
11.1. Clients may employ a third party (such as but not limited to a Search Engine Optimization professional, social media professional, web developer or content writer) whose services involve modifications to the website or application. NB Tech Solutions is not responsible for any changes or consequences resulting from such third party services.
11.2. Should NB Tech Solutions Services be necessary due to any work performed by a third party, these services are billable at NB Tech Solutions’s hourly rate.
12. FEES AND EXPENSES
12.1. Payment for Care Plan Services is due on the first day of the period (monthly, quarterly, or annually) in which that service will be performed. All payment-due notices will be sent by electronic mail. No bills or invoices will be sent by postal mail or fax, unless requested and agreed upon in writing before service is rendered.
12.2. Prepayment is due each anniversary (one month, one year, or other agreed upon period) following the date the account was established.
12.3. Billing will continue automatically with the credit card on file and indefinitely until you cancel your hosting account.
12.4. As a policy, we do not offer credits or refunds for time already expended or on any company issued credit, such as a free month of maintenance or support.
12.5. Credit cards may be billed up to seven days in advance of the due date to assure that service will not be affected if there is a problem with the credit card.
12.6. NB Tech Solutions considers all credit cards for services rendered, or partially rendered, to be fraudulent. Such accounts will be assessed a $50 fee, per incident, and have their balance sent to a third-party collections agency
12.7. Client will receive invoices at least 5 days before the due date and NB Tech Solutions will attempt to charge any credit card on file set as a default payment method automatically up to 7 days before the due date. After the due date, there is a 5 day grace period in which to fully pay the invoice, with an overdue notice being emailed every day. If payment is not made, or other adequate arrangements put in place, the account (including all paid services on the account) may be promptly shutdown after the 5th day.
12.8. The customer is fully responsible for making sure payment is made in a timely manner and is fully responsible for keeping accurate billing information on file.
12.9. NB Tech Solutions reserves the right to change Care Plan Service pricing at any time, but will notify Client by written email at least 30-days before such changes take place.
13. CANCELLATION AND TERMINATION
13.1. Client may cancel Care Plan Services with a 30-day notice to NB Tech Solutions.
13.2. To cancel service, Client must email a written statement to [email protected] or submit a cancellation through our billing portal.
13.3. Client is responsible to secure an email confirmation from NB Tech Solutions that the service has been cancelled. If Client has not yet received email confirmation of service cancellation, then the account remains active, and Client will continue to be invoiced.
13.4. Client is responsible for all charges associated with a service until cancellation is verified via email.
13.5. If Client has a balance due at the time of cancellation, this balance must be paid in full and the cancellation may be refused until such a payment is made.
13.6. Cancellation does not absolve Client of any outstanding financial obligations.
13.7. NB Tech Solutions reserves the right to go through a third-party collection agency to collect any overdue payments. All accounts sent through a third-party collection agency will have an additional fee of 38% of the amount owed added to cover the collections fees and other related expenses, subject to applicable laws.
13.8. NB Tech Solutions is not under any circumstance obligated to refund any monies paid by Client on Care Plan Services.
13.9. NB Tech Solutions does not provide refunds for full months unused and billing is only done on full month or annual terms.
13.10. If Client cancels after prepayment, Client will not receive a refund for the current term in use.
13.11. After cancellation of Care Plan Services, NB Tech Solutions is responsible for all aspects of website or application maintenance and care including, but not limited to performing and keeping all backups secure, maintaining the website or application security and software updates.
13.12. If Client requests to cancel Care Plan Hosting Service and migrate the website or application to another server vendor, all fees and balances must be paid in full. NB Tech Solutions will then at Client’s discretion (1) provide at no additional charge Client with an administrator login for website or application access so a backup can be performed and migrated to the new vendor, (2) provide at no additional charge to Client a backup created using NB Tech Solutions’s preferred industry standard backup system or as a database and file dump (3) perform the website migration to the new vendor for Client at NB Tech Solutions’s hourly rate.