This Service Level Agreement between Critical Elements LLC (the "Service Provider") and Customer (also "Client") outlines the level of service, the process by which the Customer can request technical support or submit a claim for not meeting the service level and request credit for the period of time service level was not met. In addition, this SLA defines the conditions and procedure for terminating Service with Critical Elements LLC.

The following policies and services are covered by this agreement:

  1. Managed authorized and secure access to the latest version of the Charter.Tools on-line system (the "Service" or "System").
  2. Email-based technical support for users who access the System and experience problems while using the Service.
  3. Email-based non-technical support for issues related to billing, credit due to outages, etc.
  4. Secure, on-line storage of all files uploaded by the Customer and its affiliated users.
  5. All Email communication must be delivered to [email protected].
  6. Service Provider may use third-party communication tools, such as UserVoice to allow Customer to directly communicate with Service Provider personnel. In such cases, the availability of these tools will be denoted within the System and on the Service Provider's web site.

The System will be available to Customer during the business hours of 8:00am - 5:00pm (Local Time Core Business Hours), Monday through Friday.

System will also be available outside the core business hours. However, the quality of service may be reduced during these times. Longer response times to support requests may be experienced outside of core business hours.

System will not be available to Customer during scheduled maintenance times (the "Downtime"). Service Provider designates the time frame between midnight and 6:00am (the "After Hours") as a regular Maintenance Window. Service Provider will notify Customer in the event of a planned Downtime outside of the regular maintenance schedule.

Service Provider defines the following priorities and response times to address issues reported by Customer during Core Business Hours:
  • Critical Priority - any issue that prevents Customer from using features of the System that are pertinent to Customer's core business processes. For example, any action that consistently results in a system error message or loss of data. Response Time: within 24 hours of reporting the issue.
  • Low Priority - any issue that prevents Customer from using features of the System that are not pertinent to the Customer's core business processes For example, the inability of users to change or reset their password or update their profile information would be considered a Low Priority issue . Another qualification of a Low Priority issue is any issue that can be addressed by a temporary workaround until a permanent fix is applied. Response Time: within 7 days of reporting the issue.

In the unlikely event of a Critical Priority issue lasting more than 24 hours, Customer may request credit for that day. The amount of daily credit is calculated by dividing the total payment for the year by 365. Claim for daily credit should be submitted via email to [email protected] stating the date or dates the system was not available for more than 24 hours. Customer must report any issue and wait 24 hours for a resolution before requesting credit. In the event a low priority issue has remained unresolved for over a 24 hour period, Customer may request daily credit for each 24 hour period until the issue is resolved.

  1. Ensure that the System is available and usable during core business hours.
  2. Ensure that the System is free of software glitches that prevent Customer from using the system in a manner consistent with its stated purpose.
  3. Respond to service requests and service claims within the time frame specified in this agreement (see Service Support).
  1. Customer ensures that staff members and affiliate users have adequate Internet connectivity and hardware to access and use the System.
  2. Payment remitted to Service Provider to prepay for a portion or all of the annual cost of the Service.
  1. Customer may terminate the Service for any reason.
  2. Service termination notice must be given by Customer at least 30 days prior to effective termination date.
  3. Service Provider must be notified via email about the intent to terminate the service.
  4. Upon receiving the service termination notice, Service Provider and Customer will discuss and agree on what to do with the data and files that are the property of the Customer.
  5. Customer may choose one of the following service termination options:
    1. Permanently purge all data and files from the System.
    2. Retain read-only access to the System. In this case, Service Provider will assess a fixed annual fee (prepaid in advance) based on the size of the data and files the Customer stores in the System.
    3. Download all Customer's Content to a digital, off-line or on-line storage provided by the Customer.
  6. Service Provider will refund any payments made in advance for the whole months remaining in the current contract period. The monthly refund is calculated by dividing the total contract amount by 12.

Service Provider may suspend or terminate Service due to non-payment of service fees by Customer. In the case of non-payment, Service Provider will give a written notice to Customer informing them that Service will be suspended within 30-days if no action is taken to remit the owed funds.

The Charter.Tools on-line System (source code, user interface design, algorithms, etc.) and web site are the intellectual property of Critical Elements LLC. Service Provider has the right to sell and/or transfer the ownership of the Charter.Tools on-line system and its web site to another party.

All data and files (Content) created by the Customer during usage of the Service are the property of the Customer.

Service Provider may not be able to meet the expected level of service due to a variety of reasons. The following cases are excluded from the service commitment outlined in this agreement:
  1. System is not available due to factors outside Service Provider's control (Force Majeure).
  2. System is not available due to technology failures on Customer's side (network, hardware and software, third-party equipment).
  3. Customer users affected by malware or viruses that were introduced by a Customer's authorized user.
The Service Level Agreement that governs the use of the System
A claim submitted by Customer to Service Provider that a Service Level under this SLA has not been met and that a Service Credit may be due to Customer.
The person or organization who uses the System.
A set of circumstances resulting in an inability to meet a Service Level.
Outage Duration
The period of time (in days) considered for the calculation of a service credit refund (see Service Availability). This period is defined as the duration from the date Customer notified the Service Provider's support team of the service outage (Critical Issue) and the date service was restored or issue resolved (see Exclusions).
Service or System
The Charter.Tools On-line System
Service Outage
The event of the Service or System not being operational outside of Maintenance Window or scheduled Downtime.