Effective November 30th 2022
The Managed Services shall be specific to Customer’s existing Software solution(s);
Managed Services will support the number of products and environments noted on the Order Form. Hyland’s involvement may range from owning specific tasks to consultation only;
All services will be performed remotely;
Services will be provided in English only;
Services will be provided during Standard Business Hours defined as 8:00 a.m. to 6:00 p.m. Customer’s local time zone Monday through Friday, in Customer’s designated primary location; and
Resources assigned to perform the Services may be employees or agents (including third party contractors) of Hyland Software, Inc. or its’ subsidiaries located in other countries. Such resources may have access to Customer’s data and Customer consents to such access and, to the extent applicable, waives any restrictions in the Underlying Agreement (as defined in the Order Form, if applicable) prohibiting the use of such resources or access to Customer’s data as needed to perform the Services.
Operate | Enhance | Expand | |
|---|---|---|---|
Defined Service Level Objectives (SLOs) | Included | Included | Included |
Service Desk | General | Designated | Designated |
Service Delivery Manager | Designated | Designated | Designated |
Monthly Activity Report | Included | Included | Included |
Administration | Included | Included | Included |
Configuration Management Database Document | Included | Included | Included |
Solution Design Documentation | Included | Included | Included |
Quarterly Sponsor Review | Included | Included | |
Long-Term Release Management | Included | Included | |
Strategic Workshop | Included | Included | |
Expansion Management | Included | ||
Incident | Review Response Resolution | Review Response Resolution | Review Response Resolution |
Change | Review Response | Review Response Resolution | Review Response Resolution |
Release | Review Response | Review Response Resolution | Review Response Resolution |
Problem | Review | Review Response Resolution | Response Resolution |
Hyland will coordinate normally scheduled vacation and holiday absences with Customer in advance of those absences. Hyland will notify Customer when a given resource is unavailable due to sickness;
Customer is aware that Managed Services are intended to assist with specific requests for assistance, and shall not be used to support in-depth or ongoing project activities, unless planned for in advance and mutually agreed in writing. Requests for Professional Services that do not constitute Managed Services shall be provided under a separate mutually agreed upon and executed services proposal or a change order executed by the parties pursuant to the Project Change Control Process described below; and
Customer understands Managed Services are intended to supplement Customer’s needs beyond standard technical support.
Consultation, expertise and/or support of third party software or hardware;
Services to support Customer end users (including, but not limited to, manual password resets, taking support calls from users, end user training), unless otherwise agreed to by Hyland.
Replacement for general Technical Support or Cloud Product Engineering Support;
Custom scripted elements and custom development, unless Customer has purchased the Custom Scripting Enhancement/Development Add-On;
Direct database modifications; and
Full project management and delivery utilizing Hyland’s formal project methodology in any form.
Customers shall communicate Service Requests and/or Change Requests to the Service Desk by opening an “Issue” via the Hyland Community Customer Project Portal;
Unless explicitly identified, all Service Requests and Change Requests must be reported directly to the Service Desk and cannot be communicated through any indirect means. Any indirect communicated Service Requests and Change Requests are not subject to the obligations as defined in the Service Level Objectives;
Customer is responsible for proposing Issue severity level classification upon submission, which may be modified by Hyland after review;
Customer personnel who contact the Service Desk must be authorized by the Service Delivery Manager and qualified to interact on a technical basis at a level required to support the existing Hyland solution. The Service Desk will not respond to requests from non-authorized personnel.
Hyland will determine whether the request submitted constitutes a Service Request or a Change Request.
If the request is determined to be a Change Request, then:
If Customer has subscribed for the Operate service level, Hyland will provide general consulting in relation to business requirements or use cases, including suggested module usage to satisfy a business requirement or use case, training in module configuration to qualified individuals (such as a designated System Administrator) and suggested software configuration to satisfy a business requirement or use case; however, Hyland will not perform configuration tasks, testing or migration to production. General consultation relating to Change Requests will be limited to fifty (50) instances per twelve-month period.
If Customer has subscribed for the Enhance or Expand service level, Hyland will provide the services described below under “Enhance/Expand Chang Requests.”
Resolution for Service Requests and Change Requests are as follows:
Service Request resolution activity will be performed by Hyland and Customer at a mutually agreed upon time upon Review and Response of the Service Request;
Any Change Request for off-hours maintenance windows, extended involvement such as blocks of time of eight (8) hours or more, or other activities requested to be performed by Hyland, are subject to Hyland review and must be requested and scheduled 72 hours in advance.
Customer must respond to the Hyland Service Desk in a timely manner for the purposes of resolving an open issue. If Customer fails to respond after two (2) attempts by Hyland to contact and coordinate with Customer, within a seventy-two (72) hour period, Hyland will close the case.
Hyland will evaluate all Change Requests to determine the work effort associated with the request. Based upon the anticipated work involved, Customer may elect to have Hyland perform services to affect the Change, or consultation services only. Customer’s ability to receive consultation services related to a Change Request shall not be restricted; however, Customer will be limited to fifty (50) elective service engagements in response to Change Requests per twelve (12) month period, to be managed in the following manner:
Customer will receive an “account balance” of fifty (50) elective service engagements. All Change Requests for which active services are requested will be charged a minimum of one (1) active service engagement;
Elective service engagements will be deducted from Customer’s balance when the Response is provided by Hyland;
Hyland reserves the right to charge multiple elective service engagements from the account balance for requests which encompass multiple component changes (and will advise Customer of the number of elective service engagements to be charged, if applicable);
Provided Customer’s elective service engagement balance is sufficient (or Customer purchases additional Change Requests, if required), and subject to (iii) below, Hyland will perform the work required to address the Change Request. If Customer’s elective service engagement balance is insufficient, Hyland will perform only consultation services relating to the Change Request (subject to Customer’s election to purchase additional Change Requests);
Notwithstanding the foregoing, Hyland reserves the right to require a separate Professional Services engagement for requested changes which are determined to require work which is not typically addressed by the managed services delivery team (such as Software conversions or implementations);
Unused elective service engagements will not be rolled over into any subsequent period or renewal term
In a single month, Customer may request active services relating to Change Requests that total no more than twenty-five (25) percent of the total annual elective service engagement allotment;
Elective service engagements are scheduled services subject to mutually agreed upon timelines;
Hyland will prioritize all elective service engagements received from the Customer and will determine the order of changes to be scheduled and completed;
Hyland will provide a monthly report of elective service engagement information that will include the following information:
Opening balance
Credits
Debits
Remaining balance
Hyland will make reasonable efforts to respond to emergency Change Requests as priority requests, utilizing available resources on an as-needed basis, which may be different from normally designated resources;
Customer is responsible to provide sufficient business requirements and/or use cases in order for Hyland to perform Change Requests. Hyland reserves the right to close Change Requests if insufficient details are provided by the Customer or Customer is non-responsive to requests from Hyland for additional information or participation; and
Hyland will train qualified, designated representatives from the Customer on newly deployed functionality. However, it is the responsibility for the Customer to train all end-users.
Definition | Service Level Objective (SLO) | ||
System Outage | The primary business function is stopped with no redundancy or backup. Deemed as an error that causes total or substantial Software failure, which means the Software is down and Customer is unable to access the Software in any way within their production environment. | Additional Description | Customer is responsible to submit a Technical Support Case via Hyland Community or contacting Technical Support: |
Service Level Credit | Not applicable | ||
Service Request | Request by Customer relating to routine day-to-day tasks or Incidents which are not defined as System Outages. Service Desk will begin Review of Service Requests within one (1) hour of reported impact during Standard Business Hours. If reported off-hours, the Service Desk will begin actively working within one (1) hour of the next business day. Hyland and the Customer will commit the necessary resources to resolve the situation within Standard Business Hours. There are no limitations on the number of Service Requests submitted during the Term. | Measurement Window | One (1) Month |
Expected Service Level | Less than one (1) cumulative miss (Review) in each measurement window | ||
Minimum Service Level | Less than five (5) cumulative misses (Review) in each measurement window | ||
Calculation | The actual number of Service Requests that have a Review time greater than one (1) hour in each calendar month. | ||
Additional Description | Service Requests, as recorded by Hyland, are used to determine the number of Service Requests responded to. | ||
Service Level Credit | Seven (7) percent of monthly contract value. | ||
Characteristic | Definition | Service Level Objective (SLO) | |
Change Request | Request by Customer for any addition (installation), modification or removal of anything that has an effect on existing Software or solutions. Changes are categorized based on type of Change Requests. Service Desk will begin Review of the submitted Customer Change Request within one (1) business day, during Standard Business Hours If reported off-hours, the Service Desk will begin actively working the next business day. | Measurement Window | One (1) Month |
Expected Service Level | Less than one (1) cumulative miss (Review) in each measurement window | ||
Minimum Service Level | Three (3) cumulative misses (Review) in each measurement window | ||
Calculation | The actual number of Change Requests that have a Review time greater than one (1) business day, during normal business hours in each calendar month. | ||
Additional Description | Change Requests as recorded by Hyland are used to determine the number of changes in each calendar month. Requests created missing pertinent information to complete the change will be closed or excluded from the calculation. | ||
Service Level Credit | Five (5) percent of monthly contract value. | ||
Enforcement of SLOs will begin ninety (90) days from the Subscription Start Date as indicated on the Order Form;
Hyland will measure and report performance of the SLOs and Hyland’s performance against SLOs on a monthly basis;
Customer acknowledges and agrees that Service Level Credits shall be deemed the sole and exclusive remedy for Customer in connection with failure to meet any Service Level, and that Service Level Credits shall not be deemed to be payment for any damages or loss; rather they shall be used solely as credits to offset fees due to Hyland;
Service Level Credits will be paid as a credit against Hyland’s then current invoice to Customer during the next billing cycle after which the associated Service Level failure occurred;
Service Level Credits may not be combined with any potential future Service Level Credits;
Service Level Credits cannot be carried forward into renewal terms;
Customer must notify Hyland in writing within thirty (30) days following the end of the month during which the services were provided stating the amount of service fees Customer has requested to be credited;
Any credit paid by Hyland to Customer (up to the limits stated above) applies only to the next billing cycle and will constitute Customer’s sole and exclusive remedy;
Any Service Level failure due to any of the exclusions listed below shall not be included in the measurement of Hyland’s performance against the applicable Service Level:
Scheduled maintenance windows, critical maintenance and customer requested maintenance downtime for the impacted services; and
Any event outside of Hyland’s control, including but not limited to the following events:
Emergency maintenance activities approved by Customer;
Work performed specifically at Customer’s request and direction which directly impacts the availability of the Service;
Problems with Customer’s infrastructure, applications, and/or data either provided by the Customer or provided by the Customer’s vendors; and
Lack of availability or untimely response time of Customer to respond or assist to incidents that require its participation for source identification and/or resolution, including meeting Customer’s responsibilities for any prerequisite services or failure of Customer to provide appropriate maintenance on components.
Customer will assign a sponsor/manager, who is the final escalation point for all issues and decisions:
The sponsor/manager will ensure that the appropriate Customer personnel are assigned and made available, when necessary;
The sponsor/manager will manage all customer obligations as defined within this Services Proposal; and
The sponsor/manager will coordinate all key departmental decision makers, technical experts, subject matter experts, end user representatives and third party software application resources.
Customer resource(s) requesting assistance must have a working knowledge of Software as well as the overall solution and environment; typically, the resource requesting assistance will be the designated Software administrator/owner;
Customer will engage the appropriate business process owners and subject matter experts, who are thoroughly knowledgeable about the current business practices in their respective areas and who are capable of performing their assigned project roles;
Customer will provide vendor resources, interface specialists, technical experts, and/or subject matter experts deemed necessary for third party system(s) with which Software will integrate or from which content will be migrated;
Customer will notify Hyland of Customer personnel changes to the extent personnel changes impact the performance of Hyland’s obligations under this Services Proposal;
Customer personnel contacting the Service Desk must be authorized to do so by the Service Delivery Manager, and qualified to interact on a technical basis at a level required to support the Software solution; and
Customer is specifically prohibited from assigning or using any Resource in a manner which violates the terms of Customer’s license to Software.
Customer will provide access and privileges to Hyland resources enabling full administration of the software and solution, including installation of software, configuration modifications, and modification of server and OS settings;
Customer is responsible for taking the appropriate actions to enable connectivity and access to the Customer’s environment, whether on-premises or hosted, for Hyland in a timely manner in advance of the start of the Initial Term.
For on-premises Customers, this includes.
Local and remote VPN access must be provided to applicable Hyland resources through the use of dedicated user account(s) with appropriate privileges to the Software and/or relevant third party applications; and
Access must be provided prior to Hyland’s arrival at Customer facilities and/or project discovery sessions.
Customer is responsible for providing proper credentials for Hyland to access the Software solution;
Customer will ensure the necessary remote access for Hyland resources;
Customer will manage third party application setup (i.e. installation, configuration), testing, training, and go- live support related to integration(s) with Software;
Customer will package and deploy all Software clients, unless otherwise mutually agreed to; and
Customer will deploy all supporting Software client hardware (e.g. scanner, signature device) and related third party software (e.g. drivers, licenses) required for the Software solution.
Services | Description |
Service Desk | Responsible for coordinating the management of Service Requests and Change Requests created by the Customer. Such resources that Hyland, in its direction provides to Customer may be designated but not dedicated solely to the Customer and may change based on general resource availability. Customer will initiate any such Service Requests and Change Requests to Hyland via Hyland Community. |
Service Delivery Manager | Primary Hyland resource responsible for overseeing the successful delivery of Managed Services. Primary responsibilities include:
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Monthly Activity Report | Means reporting services, which Hyland will provide, including:
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Administration | Means services provided under the direction and supervision of the Customer, which may include:
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Configuration Management Database Document | Document describing database used by Hyland to store information about hardware and software assets to ensure consistency in configuration management and shared knowledge of Customer’s Software solution. |
Solution Design Documentation | Documentation used in maintaining information pertaining to the design of the Customer’s Software solution. Hyland is responsible for maintaining updated Solution Design Documentation based on changes made to Customer’s solution. |
Quarterly Sponsor Review | Every ninety (90) days Hyland will conduct a review with sponsors from each organization to maintain alignment around key metrics and assess customer experience. This ongoing and collaborative review is intended to allow concerns and feedback to be heard early and often, allowing time for any necessary corrective actions. |
Long-Term Release (LTR) Management | A designation given to certain Enhancement Packs (EP), generally once per year, to identify the builds Hyland will support for the longest duration according to Hyland’s Technical Support policies. EPs generally include enhancements, fixes and security updates provided to Customers multiple times per year. Within Managed Services, Customer has access to use Managed Services for one (1) LTR Release annually for the number of products defined in the Order Form, using Hyland’s recommended approach through Managed Services. |
Strategic Workshop | Provides one (1) annual engagement designed to help Customer discover the top priorities and deliver a 12-month action plan to achieve quick wins that may drive changes to the Software solution. |
Expansion Management | Provides Customer the ability to expand the existing Software solution beyond the scope of the existing business process, delivered by a Hyland resource(s). This includes the ability to implement one (1) expansion workstream. Such services shall consist of technical work only, using existing Software based configuration, and shall exclude any custom development or scripting. These services shall be governed by Customer’s project management. |
Incident | Is defined as an unplanned interruption to Software or solution or reduction in the quality of the Software. For the purposes of Managed Services, Incidents are defined as System Outages or a Service Request which:
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Problem | Is defined as a cause, or potential cause, of one or more Issues. Hyland will perform a quarterly review of historical Issues to support the identification of underlying causes of issues through in-depth investigation. This focuses on root cause analysis and review of recurring Issues to improve outcomes and performance. |
Change | Changes are any addition (installation), modification or removal of anything that has an effect on existing Software or solutions. Changes are:
For any requested Changes, Customer is responsible to submit a Change Request via Hyland Community as an Issue. |
Release | Management of incremental software, documentation, processes or other component upgrades required to move from one software component version to another. As part of any Release update process, the Service Desk will review the impact and urgency to the Customer against the existing Software solution. Component Software updates that are Customer requests for the purpose of obtaining additional features or functions are considered discretionary and are handled as a Change. Component software updates to remediate Service Requests are handled as part of Incident Resolution. |
Review | An evaluation of an Incident, Problem, Change or Release created by Customer and sent to Hyland for review and comment. The purpose of a Review is to evaluate a component and propose a Response for potential resolution or closure. |
Response | Hyland actively engages in identifying root cause and makes recommendation(s) for how to correct. |
Resolution | Hyland receives/produces a response resolution plan and acts to implement said response. A Resolution is complete when functionality is materially restored, or a recommendation is made to the Customer to remediate a Service Request or Change Request. If a configuration change is required to resolve an issue or implement a Change, the Service Desk will follow the change management practices established with the Customer. |
Add-Ons Available |
Custom Script Enhancement(s) and/or Development Blocks |
Additional Change Request Blocks |
24/7 Extended Coverage |
Offshore Exclusion |
Customer will be entitled to a quantity of Custom Script Enhancement(s)/ Development Requests designated by Hyland for use during the Initial Term (with each quantity, as specified on the Order Form, being comprised of five requests), which will be managed in the following manner:
All Custom Script Enhancement(s)/Development Requests will be charged a minimum of one (1) change per request;
Unused Custom Script Enhancement(s)/Development Requests will not be rolled over into any subsequent period or renewal term;
Hyland will evaluate all Custom Script Enhancement(s)/Development Requests to determine work effort associated with the request;
Hyland reserves the right to charge multiple change requests from the account balance for requests which encompass multiple component changes;
Hyland reserves the right to recommend a separate Professional Services engagement for requested changes which are determined to exceed the available balance of change requests for work which are not typically addressed by the managed services delivery team (such as Software conversions);
In a single month, Customer may submit Custom Script Enhancement(s)/Development Requests that total no more than twenty-five (25) percent of the total annual Custom Script Enhancement(s)/Development request allotment;
Custom Script Enhancement(s)/Development Requests are scheduled services with mutually agreed upon timelines;
Hyland will prioritize all Custom Script Enhancement(s)/Development Requests received from the Customer and will determine the order of changes to be scheduled and completed;
Hyland will provide a monthly report of Custom Script Enhancement(s)/Development Request information that will include the following information:
Opening balance
Credits
Debits
Remaining balance
Hyland will make reasonable efforts to respond to Emergency Custom Script Enhancement(s)/Development Requests as priority requests, utilizing available resources on an as-needed basis, which may be different from normally designated resources;
Customer is responsible to provide sufficient business requirements and/or use cases in order for Hyland to perform Custom Script Enhancement(s)/Development Requests. Hyland reserves the right to close Custom Script Enhancement(s)/Development Requests if insufficient details are provided by the Customer or Customer is non-responsive to requests from Hyland for additional information or participation;
Hyland will train qualified, designated representatives from the Customer on newly deployed functionality. However, it is the responsibility for the Customer to train all end-users.