Introduction

This service level agreement (“SLA”) forms an integral part of and applies to all services performed by XTM Flowfit Software inc. (“XTM Flowfit”) under the software as a service agreement (“Agreement”) entered into with the customer mentioned in the Agreement or in the documentation exchanged with the customer (“Customer”).

XTM Flowfit and Customer are individually referred to as a “Party” and collectively as the “Parties”. Capitalized terms which are not otherwise defined herein have the meaning set forth in the Agreement. In the event that this SLA relates to the performance of services by XTM Flowfit under a contract other than the Agreement, the terms of this SLA shall apply to the extent not in contradiction with such contract.

1. Business hours

XTM Flowfit will provide remote technical support via telephone, chat, email or other communication method between 8AM and 5PM EST, Monday to Friday, except holidays as observed by XTM Flowfit in Canada, subject to Customer’s compliance with the terms of the Agreement or the contract with Customer.

The purpose of the remote assistance service is to attempt to identify and resolve functional problems in the Flowfit Solution as well as to give information as to the use of the Flowfit Solution.

2. Requests for technical support

Requests for technical support shall be made as follows:

• Phone: +1 514 312 2485
• Email: support@consoltec.ca
• Web: consoltec.atlassian.net

The following phone number can also be used, in case of emergency only:

• Phone: +1 514 776 6796

Requests outside business hours will be processed according to their severity level, as determined by XTM Flowfit when a request is received. Customer agrees to promptly notify XTM Flowfit of any problems it discovers with the Flowfit Solution.

3. Severity levels

For the purpose of this SLA, each level of severity is defined as follows:

Severity Level 1

Critical: A problem preventing the use of the Flowfit Solution and making it non-operational for essential operations. This includes when users are not able to connect to and work with the Flowfit solution.

Severity Level 2

Major: A problem causing a sharp decline in the Flowfit Solution performance, which prevents the use of major features and has important repercussions on the Flowfit Solution’s reliability.

Severity Level 3

Minor: A problem that does not result in a significant impact on the performance of the Flowfit Solution or on Customer’s current operations. The Flowfit Solution remains operational, and functionalities are lightly altered only.

4. Response times

Severity Level 1

Critical: Support requests will be acknowledged within 2 business hours and resolved as soon as possible. The Customer will receive an update within 8 business hours maximum of the initial call, with subsequent updates as agreed upon with the Customer on a case-by-case basis. XTM Flowfit will make every effort to solve the problem or have a secondary solution available within 2 business days.

Severity Level 2

Major: Support requests will be acknowledged within 4 business hours. The Customer will receive an update within 16 hours maximum of the initial call, with subsequent updates as agreed upon with the Customer on a case-by-case basis. XTM Flowfit will make every effort to solve the problem or have a secondary solution available within 4 business days.

Severity Level 3

Minor: Support requests will be acknowledged according to variable response time not to exceed 24 business hours. XTM Flowfit will make commercially reasonable efforts to solve the problem within a reasonable delay not to exceed two weeks, including with a software patch or in a future maintenance version.

The call-back response time are not guaranteed during events out of XTM Flowfit control (i.e. storms, electrical failure, etc.) or if the communication is not established through XTM Flowfit official support channels (consoltec.atlassian.net or support@consoltec.ca and/or 514 312 2485).

5. Remote access

The support services will be performed remotely and XTM Flowfit may be required to have remote access to Customer or its end users’ computer systems. Should Customer or its end users not provide XTM Flowfit with such remote access or be unable to provide such access, XTM Flowfit may not be able to provide the support services, and in such case XTM Flowfit shall not be considered in default under the terms of the Agreement or other contract with Customer. Furthermore, Customer warrants and shall have its end users warrant that Flowfit’s remote access to their computer systems does not violate any applicable laws or regulations applicable to Customer or its end users, nor any privacy or confidentiality undertakings to which Customer or its end users may be bound.

On-site support services, if required, are subject to additional fees to be agreed between the Parties as a precondition for XTM Flowfit being liable to perform such services.

6. General exclusions and restrictions

The following situations are not covered by this SLA:

• Scheduled maintenance by XTM Flowfit (preventive or emergency);
• Data migration services;
• Education, training or customization of the Flowfit Solution;
• Installation of the Flowfit Solution on equipment that does not meet XTM Flowfit recommended system and network configuration;
• Customer related problems, including, without limitation, disconnected cables, software, hardware or administrative problems;
• Unavailability of the Flowfit Solution due to the actions or omissions of Customer, Customer's representatives, or end users;
• Breakdown or unavailability of the Customer's network, including but not limited to the Customer's internet, MPLS or any network type equipment;
• Slow or degraded service on the Internet or on any telecommunication network;
• Force majeure or any event beyond XTM Flowfit’s reasonable control, including but not limited to a failure or error in a device or hardware not provided by XTM Flowfit, denial of service or similar attacks, mail bombs, DNS resolution, domain name expiration, hardware failure, etc.;
• Any issue related to third party services or software;
• Customers whose accounts are more than 45 days past due at the time a support request is received;
• Use of the Flowfit Solution in violation of the Agreement or other contract with Customer; and
• Customer's delay or failure to respond to disruptions that require Customer's involvement in identifying the source of the problem and/or resolving the problem.

(altogether the “Out-of-scope Services”).

Out-of-scope Services may be performed by XTM Flowfit, subject to technical feasibility and payment of service fees as agreed between the Parties.

XTM Flowfit reserves the right to not provide the support services, and shall not be considered in default under this SLA if XTM Flowfit reasonably determines that:

• The provision of support services under this SLA becomes commercially unreasonable to XTM Flowfit;
• The Customer or its end users are abusing, overusing, or misusing the support services on a recurrent basis; or
• The Customer or its end users’ use of the support services may violate applicable laws.

7. Limitation of liability

XTM Flowfit’s support services are not a substitute for Customer and its end users taking the appropriate steps to maintain and safeguard their computer systems and using regular backups, running up-to-date anti-virus products and adopting other relevant security and maintenance procedures.

In no event shall XTM Flowfit or its affiliates or their respective employees, directors, officers and agents be liable to Customer for any special, incidental, indirect or consequential damages of any kind, or for the loss of profit arising out of or in connection with this SLA or the Agreement, the supply, delivery and use of Flowfit Solution, even if XTM Flowfit has been advised of the possibility of such potential loss or damage, except for damages resulting from XTM Flowfit’s gross negligence or willful misconduct.

XTM Flowfit, its affiliates or their respective employees, directors, officers and agents total collective liability to Customer for damages of any kind and any indemnity arising out of or in connection with this SLA or the Agreement, whether claimed in contract, equity, tort, warranty or otherwise, shall in all events be limited to the sum of CA $100,000.00 except for claims pertaining to damages resulting from XTM Flowfit’s gross negligence or willful misconduct.

XTM Flowfit Software Inc. (Formerly known as Consoltec Inc.)/Logiciel XTM Flowfit Inc. (anciennement connue sous le nom de Consoltec Inc.) Incorporated Company/ Société par actions 3000 Rue Omer Lavallée, suite 302 Montréal, QC, H1Y 3R8, Canada