Enterprise Service Level Agreement

Last updated: July 18, 2024

This Enterprise Service Level Agreement ("SLA") forms part of the Enterprise Terms and Conditions between Glasshouse Ltd ("Glasshouse", "we", or "us") and the entity identified in the applicable Order Form ("Customer" or "you"). This SLA defines the service levels, uptime commitments, and remedies applicable to the Enterprise Services.

Capitalised terms used but not defined in this SLA have the meanings given to them in the Enterprise Terms and Conditions. In the event of any conflict between this SLA and the Enterprise Terms, the Enterprise Terms shall prevail except with respect to the specific service level commitments and remedies set forth herein.

1. Service Availability

1.1.

"Service Availability" means the percentage of time during a calendar month that the Enterprise Services are operational and accessible to Customer, excluding Scheduled Maintenance and Exclusions as defined below.

1.2.

Service Availability is calculated using the following formula: ((Total Minutes in Month - Downtime Minutes) / Total Minutes in Month) x 100, where "Downtime Minutes" means the total number of minutes during which the Enterprise Services are unavailable, excluding Scheduled Maintenance and Exclusions.

1.3.

"Unavailable" or "Downtime" means any period during which the core functionality of the Enterprise Services (including corporate data search, entity resolution, risk scoring, graph analysis, and API endpoints) is materially inaccessible or inoperable for Customer, as determined by Glasshouse's monitoring systems.

2. Uptime Commitment

2.1.

Glasshouse commits to a monthly Service Availability of at least 99.9% for the Enterprise Services ("Uptime Commitment").

2.2.

The Uptime Commitment applies separately to each of the following service components: (a) the Glasshouse web application; (b) the Glasshouse API; and (c) the underlying data infrastructure, including the graph database and search index.

2.3.

The Uptime Commitment is measured on a calendar month basis. If Customer's subscription commences or terminates mid-month, the Uptime Commitment for that month shall be calculated on a pro-rata basis.

3. Scheduled Maintenance

3.1.

"Scheduled Maintenance" means planned maintenance windows during which the Enterprise Services may be temporarily unavailable for updates, upgrades, patches, or infrastructure changes.

3.2.

Glasshouse shall provide Customer with at least seventy-two (72) hours' advance notice of Scheduled Maintenance via email to Customer's designated technical contacts. Notice shall include the expected start time, duration, and scope of the maintenance.

3.3.

Glasshouse shall use commercially reasonable efforts to schedule maintenance windows outside of UK business hours (09:00 to 18:00 GMT/BST, Monday to Friday) and to minimise the frequency and duration of Scheduled Maintenance.

3.4.

Scheduled Maintenance shall not exceed eight (8) hours per calendar month in aggregate. Any Scheduled Maintenance exceeding this threshold shall be counted as Downtime for the purposes of calculating Service Availability.

3.5.

Emergency maintenance required to address critical security vulnerabilities or imminent service threats may be performed with less than seventy-two (72) hours' notice, provided that Glasshouse notifies Customer as soon as reasonably practicable and provides a post-incident report.

4. Service Credits

4.1.

If Glasshouse fails to meet the Uptime Commitment in any calendar month, Customer shall be entitled to a service credit ("Service Credit") calculated as a percentage of the monthly fees applicable to the affected service component, as set forth below:

99.0% to 99.9%: 10% Service Credit

95.0% to 98.9%: 25% Service Credit

Below 95.0%: 50% Service Credit

4.2.

To receive a Service Credit, Customer must submit a written request to Glasshouse within thirty (30) days of the end of the calendar month in which the Uptime Commitment was not met. The request must include the dates and times of the claimed Downtime and any supporting evidence.

4.3.

Service Credits shall be applied against future invoices and shall not be refundable in cash. The maximum aggregate Service Credits that Customer may receive in any calendar month shall not exceed fifty percent (50%) of the monthly fees for the affected service component.

4.4.

Service Credits represent Customer's sole and exclusive remedy, and Glasshouse's sole liability, for any failure to meet the Uptime Commitment.

5. Exclusions

5.1.

The following events shall not be counted as Downtime and shall be excluded from the calculation of Service Availability:

(a)

Scheduled Maintenance performed in accordance with Section 3;

(b)

Downtime caused by factors outside Glasshouse's reasonable control, including force majeure events, internet connectivity issues beyond Glasshouse's network boundary, or failures of third-party services not under Glasshouse's direct control;

(c)

Downtime resulting from Customer's actions or omissions, including misconfiguration, excessive API usage beyond agreed rate limits, or use of the Enterprise Services in a manner not consistent with the documentation;

(d)

Unavailability of upstream data sources, including Companies House, HM Land Registry, the FCA register, or other third-party data providers, where such unavailability is not caused by Glasshouse;

(e)

Downtime attributable to beta, preview, or pre-release features;

(f)

Periods during which Customer's access has been suspended due to non-payment or breach of the Enterprise Terms.

6. Monitoring and Reporting

6.1.

Glasshouse shall continuously monitor the availability and performance of the Enterprise Services using automated monitoring tools. Monitoring shall cover service availability, API response times, error rates, and database query performance.

6.2.

Glasshouse shall maintain a public status page that provides real-time information about the operational status of the Enterprise Services, including any ongoing incidents and Scheduled Maintenance.

6.3.

Upon Customer's request, Glasshouse shall provide a monthly uptime report showing the Service Availability percentage for each service component, a summary of any Downtime incidents, and root cause analysis for any incident lasting more than fifteen (15) minutes.

6.4.

Glasshouse's monitoring data shall be the authoritative source for determining Service Availability. In the event of a dispute, Glasshouse shall provide Customer with reasonable access to relevant monitoring logs and data.

7. Support Response Times

7.1.

Support requests shall be classified into the following severity levels:

Severity 1 (Critical): The Enterprise Services are completely unavailable or a core function (e.g., corporate data search, entity resolution, risk scoring) is inoperable, with no viable workaround. Initial response: one (1) hour. Target resolution: four (4) hours.

Severity 2 (High): A major feature is significantly impaired but the Enterprise Services remain partially operational, or a workaround is available. Initial response: four (4) hours. Target resolution: one (1) business day.

Severity 3 (Medium): A non-critical feature is impaired or performance is degraded, with limited impact on Customer's operations. Initial response: one (1) business day. Target resolution: five (5) business days.

Severity 4 (Low): General enquiries, feature requests, or minor issues with negligible operational impact. Initial response: two (2) business days. Target resolution: best efforts.

7.2.

Response times for Severity 1 and Severity 2 issues are measured 24/7, 365 days per year. Response times for Severity 3 and Severity 4 issues are measured during UK business hours (09:00 to 18:00 GMT/BST, Monday to Friday, excluding UK public holidays).

7.3.

Glasshouse reserves the right to reclassify the severity level of a support request based on its reasonable assessment of the issue's impact. Glasshouse shall notify Customer of any reclassification and the reasons therefor.

8. Escalation Procedures

8.1.

If Customer is dissatisfied with the progress of a support request, Customer may escalate the issue through the following escalation path:

Level 1: Customer's designated technical contact raises the issue with the assigned Glasshouse support engineer.

Level 2: If unresolved within the target resolution time, the issue is escalated to the Glasshouse Engineering Lead.

Level 3: If still unresolved after a further twenty-four (24) hours (for Severity 1 and 2) or five (5) business days (for Severity 3 and 4), the issue is escalated to Glasshouse's Head of Engineering or a member of the senior leadership team.

8.2.

Each party shall designate escalation contacts in writing. Customer may update its escalation contacts by providing written notice to Glasshouse.

8.3.

For Severity 1 incidents, Glasshouse shall provide Customer with status updates at least every sixty (60) minutes until the incident is resolved or a workaround is in place.

9. Remedies

9.1.

Service Credits as described in Section 4 are Customer's sole and exclusive remedy for Glasshouse's failure to meet the Uptime Commitment. Service Credits do not limit any other remedies available to Customer under the Enterprise Terms for breaches unrelated to uptime.

9.2.

If Glasshouse fails to meet the Uptime Commitment for three (3) or more consecutive calendar months, Customer may, in addition to any Service Credits, terminate the affected Order Form upon thirty (30) days' written notice and receive a pro-rata refund of any prepaid fees for the unused portion of the subscription term.

9.3.

Following any Severity 1 incident that results in Downtime exceeding thirty (30) minutes, Glasshouse shall provide Customer with a written root cause analysis within five (5) business days of the incident's resolution. The report shall include the timeline of events, root cause, impact assessment, and corrective actions taken or planned.

9.4.

Glasshouse shall conduct quarterly service reviews with Customer (or more frequently as agreed) to review SLA performance, discuss any recurring issues, and identify opportunities for service improvement.

9.5.

This SLA is subject to the limitations of liability set forth in the Enterprise Terms and Conditions. Nothing in this SLA shall be construed to increase Glasshouse's liability beyond the limits set forth therein.