Service Level Agreement

During the term of a Timbr Software license subscribed by a customer (“Customer”), Timbr.ai (WP Semantix Ltd) shall provide Customer with support services (“Support Services”) at the terms and conditions specified in this Service Level Agreement, subject to the support package (“Support Package”) purchased by the Customer. If no Support Package is purchased by Customer, the terms of the basic support package (the “Basic” Support Package) shall apply.

  1. Definitions.

“EULA” means the End User License Agreement signed by Customer to use the Licensed Configuration (as defined in the EULA) during the License Term (as defined in the EULA) described in each Order (as defined in the EULA), together with Updates (as defined below) if any, made available by Timbr.ai to Customer.

“Software” means the object code copy of the software program and add-on modules, including Third Party Software, provided to Customer in association with the EULA and all accompanying manuals and other documentation, if available, and together with all enhancements, upgrades, and extensions thereto that may be provided by Timbr.ai to Customer from time to time.

Error” means a failure of the Software to conform to the specifications set forth in the Product Documentation, resulting in the inability to use, or material restriction in the use of, the Software.

Maintenance Release” means a revision of the Software released by Timbr.ai to its end user customers generally, during the Support Services Term, to correct Errors in the Software or to maintain the operation of the Software in accordance with the Product Documentation.

Update” means either a software modification or addition that, when made or added to the Software, corrects the Error, or a procedure or routine that, when observed in the regular operation of the Software, eliminates the practical adverse effect of the Error on Customer.

Upgrade” means a revision of the Software released by Timbr.ai to its end user customers generally, during the Support Services Term, to add new and different functions or to increase the capacity of the Software. Upgrade does not include the release of a new product or added features for which there may be a separate charge.

“Uptime” means Timbr.ai service availability of 24/7/365 with at minimum 99.5% uptime, net of planned system downtime.

“Incident” means the ocurrence of an error reported to Timbr.ai.

“Initial Logging Time” means the time the Incident was initially logged into the ticketing system.

“Response Time” means Timbr.ai Support response confirming initial receipt of the Incident, assigning of support resource and begin incident procedure.

“Resolution Time” means Timbr.ai Support has identified the cause and resolved the Incident and waiting for the customer to review and confirm resolution.

“Fix Time” means the closing time of the Incident in the ticketing system. This will be done manually by Timbr Support according to customer confirmation of resolution, and the incident is over.

  1. Service Levels.

Service Level

Support Hours (SHrs)

Plan Availability

Contact

Initial Response Time by Severity Level

Basic

8am-5pm UTC+1, Monday-Friday

All Plans

Ticketing System

Critical: Within 2 SHrs

High: Whitin 4 SHrs

Medium: Within 18 SHrs

Low: Whitin 24 SHrs

Preferred

8am-5pm UTC+1, Monday-Friday

Business and Enterprise Plans

Ticketing System, Messaging Platform

Critical: Within 2 SHrs

High: Whitin 4 SHrs

Medium: Within 8 SHrs

Low: Whitin 12 SHrs

Premium

24×7 (weekend support includes only High and Critical severity errors)

Business and Enterprise Plans

Ticketing System, Messaging Platform, Phone

Critical: Within 2 SHrs

High: Whitin 4 SHrs

Medium: Within 8 SHrs

Low: Whitin 12 SHrs

Customer Portal Access:

  1. Severity Levels and Terms:

Critical: A major Error within the software that severely impacts the Customer’s use of the Software, where a critical functionality is down, urgent business transactions are inoperable with high degree of time sensitiveness where no viable workaround is available. Timbr.ai promptly initiates the following procedures: (a) assigns support specialists to correct the Error on an expedited basis; (b) provides ongoing communication on the status of the issue; and (c) begins to provide a temporary workaround or fix. All issues must be logged on the Customer Portal.

High: A high impact Error within the software where a major functionality is impacted, necessary business transactions are inoperable or are producing incorrect results and where no viable workaround is available. Timbr.ai (a) assigns an Timbr.ai support specialist to correct the Error on an expedited basis and (b) provides ongoing communication on the status of the issue. Timbr.ai exercises commercially reasonable efforts to provide a workaround or include a fix for the Error in a forthcoming Maintenance Release. All issues must be logged on the Customer Portal.

Medium: A medium to low impact Error within the software where a non-critical or partiallly critical functionality is impacted, necessary business transactions can be performed with an available workaround and is not time critical. Timbr.ai will triage the request and may include a resolution via workaround. All issues must be logged on the Customer Portal.

Low: A low priority request for information or low impact Error within the software with a minor functionality issue with no immediate impact to business, necessary business transactions can be performed with an available workaround and is not time critical. All issues must be logged on the Customer Portal.

Updates.Timbr.ai will make commercially reasonable efforts to provide an Update designed to solve or by-pass a reported Error. If such Error has been corrected in a Maintenance Release, Customer must install and implement the applicable Maintenance Release; otherwise, the Update may be provided in the form of a temporary fix, procedure or routine, to be used until a Maintenance Release containing the permanent Update is available. Timbr.ai shall reasonably determine the priority level of Errors, pursuant to the protocols indicated in the support offerings table above, and take the actions according to the corresponding Severity Level Response Time.

Maintenance Releases and Upgrades: During the Support Services Term, Timbr.ai will provide Maintenance Releases to Customer as they become generally available. If there is a question about whether a product offering is an Upgrade or a new product or feature, Timbr.ai’s determination will prevail, as long as it treats all customers consistently.

Conditions: Timbr.ai’s obligation to provide Support Services is conditioned on the following: (a) Customer makes reasonable efforts to solve the problem after consulting with Timbr.ai; (b) Customer provides sufficient information and resources to Timbr.ai, including access to personnel, hardware, and any additional software involved; (c) Customer promptly installs all Maintenance Releases; and (d) Customer procures, installs, and maintains all necessary hardware.

Contacts: The Timbr.ai Customer Support Center will provide telephone support to the number of contacts permitted by the purchased Support Services package. These Technical Support Contacts will be the only interface to the Customer Support Portal and Phone. Additional contacts may be allowed for an additional fee.

Exclusions: Timbr.ai will not provide Support Services if: (a) the Software has been altered or damaged (unless done by Timbr.ai); (b) the problem is due to Customer’s negligence, hardware issues, or other uncontrollable factors; (c) the issue is with third-party software not licensed through Timbr.ai; (d) Customer has not installed all available Maintenance Releases, keeping the Software version supported by Timbr.ai; or (e) Customer has not paid the Support Services fees on time.

Termination: Timbr.ai provides 24 months of support for new Major Releases and at least 12 months for Minor Releases from their general availability. Timbr.ai may suspend Support Services if the Customer does not pay any due amount within 30 days.

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