Support Terms
TECHNICAL SUPPORT SERVICES TERMS
ARTICLE 1: DEFINITIONS AND INTERPRETATION
1.1 For the purposes of these Technical Support Services Terms ("Support Terms"), the following terms shall have the meanings ascribed to them hereinbelow:
"Business Day" means any day other than a Saturday, Sunday, or public holiday in India.
"Business Hours" means the hours between 9:00 AM to 6:00 PM Indian Standard Time on any Business Day.
"Support Services" means the technical support and maintenance services provided by Zeliot to the Customer in accordance with these Support Terms.
"Cluster Type" means the category of service tier subscribed to by the Customer, being either Evaluation, Standard, or Enterprise, as specified in the applicable subscription documentation.
"Customer Representative" means the designated personnel of the Customer authorized to liaise with Zeliot regarding Support Services and to provide necessary diagnostic information.
"Maintenance Release" means updates, patches, or bug fixes to the Supported Software released by Zeliot from time to time.
"Security Update" means updates specifically addressing security vulnerabilities in the Supported Software.
"Uptime" means the percentage of time during which the Supported Software is available and operational, calculated in accordance with Article 5 hereof.
"Response Time" means the time elapsed from the moment a support ticket is raised by the Customer until the initial acknowledgment or response is provided by Zeliot.
"Resolution Time" means the time elapsed from acknowledgment of a support ticket until the reported Issue is resolved or a suitable workaround is provided.
"Support Coverage" means the scope and level of Support Services applicable to the Customer's Cluster Type as set forth in Article 2 hereof.
"Issue" means any error, defect, malfunction, or problem with the Supported Software reported by the Customer.
"Supported Software" means the software platform and associated services provided by Zeliot to the Customer under the Master Services Agreement.
1.2 Capitalized terms not defined herein shall have the meanings ascribed to them in the Master Services Agreement between the parties.
ARTICLE 2: SERVICE LEVELS AND PRIORITY CLASSIFICATION
2.1 Issue Categorization
Issues reported by the Customer shall be categorized in accordance with the following priority levels, which definitions are provided solely for operational purposes:
Priority Level
Description
P1 (Critical)
Mission-critical systems are down or severely impaired, causing significant business impact with no viable workaround available.
P2 (High)
Significant functionality is impaired but operations can continue with reduced performance or limited workaround.
P3 (Medium)
Non-critical functionality is affected but does not materially impede business operations.
P4 (Low)
Minor issues, feature requests, or general inquiries that do not impact current operations.
2.2 Service Level Commitments by Cluster Type
The Response Time and Resolution Time commitments applicable to each priority level shall vary in accordance with the Customer's subscribed Cluster Type as set forth in the table below:
Priority
Evaluation
Standard
Enterprise
P1
Best Effort
Response: 1 hour
Resolution: 24 hours
Response: 30 min
Resolution: 12 hours
P2
Best Effort
Response: 4 hours
Resolution: 72 hours
Response: 2 hours
Resolution: 48 hours
P3-P4
Best Effort
Best Effort
Response: 8 hours
Resolution: Reasonable effort
2.3 Priority Assignment
The assignment of priority levels to reported Issues shall be determined by Zeliot in its sole and absolute discretion based on its assessment of the severity and business impact of the Issue. Zeliot shall notify the Customer of the assigned priority level.
2.4 Inclusion in Subscription
Support Services are included as an integral component of the subscription package selected by the Customer during the onboarding process.
2.5 Subscription Changes
In the event that the Customer elects to modify its subscription tier, the applicable service level commitments shall be adjusted automatically to align with the new Cluster Type as specified in Article 2.2 hereof.
ARTICLE 3: CUSTOMER OBLIGATIONS AND TICKET MANAGEMENT
3.1 Customer Responsibilities
As a condition precedent to Zeliot's obligation to provide Support Services, the Customer shall:
Make reasonable efforts to diagnose and resolve the Issue internally before submitting a support ticket to Zeliot, including having the Issue reviewed by the Customer Representative;
Provide Zeliot with complete and accurate information regarding the Issue, including any reproducible test cases, log files, screenshots, or other diagnostic data as may be reasonably requested by Zeliot;
Install and implement all Maintenance Releases made available by Zeliot in a timely manner;
Procure, install, and properly maintain all equipment, network infrastructure, telephone lines, communication interfaces, and other hardware and software necessary to operate the Supported Software in accordance with Zeliot's specifications; and
Designate qualified personnel resources to serve as Customer Representatives and to provide necessary diagnostic information and assistance until an Update or Maintenance Release is made available by Zeliot.
3.2 Submission of Support Tickets
Support tickets may be submitted through any of the following authorized channels:
The built-in support tool within the Supported Software environment;
The designated control tower portal;
The helpdesk portal accessible at the URL provided by Zeliot; or
Electronic mail directed to the support email address designated by Zeliot.
3.3 Escalation Procedures
In the event that Zeliot fails to meet the Response Time commitments set forth in Article 2.2, the Customer may escalate the matter by sending an electronic mail communication to the escalation contact addresses provided by Zeliot.
3.4 Technical Prerequisites
To enable Zeliot to provide effective Support Services, the Customer shall ensure compliance with the following technical prerequisites:
All environments must maintain outbound connectivity through the Control Tower DNS infrastructure;
Any firewalls, security appliances, or network access controls implemented by the Customer shall be configured to permit access via Zeliot's Virtual Private Network (VPN) or other designated remote access mechanisms.
ARTICLE 4: EXCLUSIONS, LIMITATIONS, AND WARRANTY DISCLAIMERS
4.1 Exclusions from Support Services
Zeliot shall have no obligation to provide Support Services, and shall not be liable for any failure to meet service level commitments, in the following circumstances:
The Supported Software has been altered, modified, customized, or otherwise changed by any party other than Zeliot or its authorized representatives, or has been damaged by any means including but not limited to the introduction of malicious code, unauthorized modifications, or failures relating to the Custom Transforms Framework;
The reported Issue is caused by or attributable to: (i) the Customer's negligence or intentional misconduct; (ii) hardware malfunction or failure; (iii) improper configuration of the platform, datacenter infrastructure, or network environment; (iv) network latency or bandwidth limitations; or (v) any other cause beyond the reasonable control of Zeliot including but not limited to acts of God, natural disasters, power failures, or telecommunications disruptions;
The Issue arises from or is related to third-party software, applications, plugins, or services not licensed or provided by Zeliot;
The Customer has failed to satisfy the technical prerequisites specified in Article 3.4 hereof;
The Customer has not installed and implemented all available Maintenance Releases for the Supported Software as required under Article 3.1;
The Customer has outstanding payment obligations or unpaid invoices owed to Zeliot, as Support Services are included as part of Zeliot's overall services and are not separately billable;
The Customer has violated or failed to comply with the applicable Terms of Use governing the Supported Software; or
The Issue results from scheduled maintenance or planned downtime, provided that such planned downtime does not exceed thirty (30) minutes per calendar month.
4.2 Disclaimer of Warranties
EXCEPT AS EXPRESSLY SET FORTH IN THESE SUPPORT TERMS, ZELIOT MAKES NO WARRANTIES, REPRESENTATIONS, OR GUARANTEES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WITHOUT LIMITATION ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, OR ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. ZELIOT DOES NOT WARRANT THAT THE SUPPORT SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE, OR THAT ALL DEFECTS WILL BE CORRECTED.
THE CUSTOMER ACKNOWLEDGES AND AGREES THAT THE SERVICE LEVEL COMMITMENTS SET FORTH IN ARTICLE 2 HEREOF REPRESENT ZELIOT'S SOLE AND EXCLUSIVE WARRANTY WITH RESPECT TO SUPPORT SERVICES. NO EMPLOYEE, AGENT, OR REPRESENTATIVE OF ZELIOT HAS THE AUTHORITY TO MODIFY, EXTEND, OR ADD TO THESE WARRANTIES.
4.3 Limitation of Liability for Support Services
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL ZELIOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITIES, ARISING OUT OF OR RELATED TO SUPPORT SERVICES OR THESE SUPPORT TERMS, REGARDLESS OF THE THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE) AND EVEN IF ZELIOT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
ZELIOT'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO SUPPORT SERVICES SHALL NOT EXCEED THE AGGREGATE FEES PAID BY THE CUSTOMER TO ZELIOT DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY.
ARTICLE 5: SERVICE LEVEL AGREEMENT AND REMEDIES
5.1 Conditions Precedent to SLA Enforcement
Zeliot shall be obligated to provide service credits to the Customer for failure to meet the Uptime commitment only if all of the following conditions are satisfied:
The support ticket has been categorized by the Customer as Priority Level P1;
Zeliot has reviewed and approved the P1 categorization, confirming that the Issue has mission-critical implications;
The affected environment is either a Standard or Enterprise Cluster. No Uptime commitments or service credits apply to Evaluation Clusters, which are supported on a best-effort basis during Business Hours as defined in Article 1.1;
The actual Uptime percentage falls below the committed level of 99.95%, which normalizes to forty-three (43) minutes of permissible downtime per environment or cluster per calendar month;
None of the exclusions or exceptions enumerated in Article 4.1 are applicable; and
With respect to planned downtime, Zeliot is liable only if the thirty (30) minute monthly threshold for permissible planned downtime is exceeded.
5.2 Calculation of Downtime and Service Credits
Downtime shall be calculated as the aggregate of the Response Time and Resolution Time for all support tickets that meet the conditions specified in Article 5.1, computed as follows:
Response Time shall commence from the moment the support ticket is submitted by the Customer through an authorized channel;
Upon Zeliot's initial response or acknowledgment, the Response Time metric shall be logged and paused;
A valid response shall constitute either: (i) approval or recategorization of the priority level along with assignment of appropriate support personnel for resolution; or (ii) a request for additional information necessary to diagnose or resolve the Issue;
If additional information is requested in the initial response, the Resolution Time shall not commence until such information is provided by the Customer;
If no additional information is required, the Resolution Time shall commence immediately following the initial response;
In the event that Zeliot requires further technical information or clarification after the Resolution Time has commenced, such time shall be paused until the Customer provides the requested information.
Notwithstanding the foregoing, time tracking shall be maintained for Evaluation Clusters for informational purposes only, with no SLA commitments or service credit obligations applicable to such clusters.
5.3 Service Credit Calculation and Application
Service level violations and corresponding reimbursements shall be calculated on a monthly basis in accordance with the methodology set forth in Annexure 1 attached hereto. Service credits shall be denominated in vCPU hour units and applied as an offset against the Customer's billing in the subsequent billing cycle.
5.4 Customer Right to Contest
Zeliot shall provide the Customer with a detailed timeline documenting the resolution of each support ticket. The Customer shall have the right to contest any such timeline by submitting a written objection via electronic mail to [email protected] within seven (7) Business Days of receipt of the timeline documentation.
5.5 Exclusive Remedy
THE SERVICE CREDITS PROVIDED UNDER THIS ARTICLE 5 SHALL CONSTITUTE THE CUSTOMER'S SOLE AND EXCLUSIVE REMEDY, AND ZELIOT'S ENTIRE LIABILITY, FOR ANY FAILURE TO MEET THE SERVICE LEVEL COMMITMENTS SET FORTH IN THESE SUPPORT TERMS. THE CUSTOMER HEREBY WAIVES ANY AND ALL OTHER REMEDIES, WHETHER AT LAW OR IN EQUITY, WITH RESPECT TO SERVICE LEVEL FAILURES.
ARTICLE 6: MODIFICATIONS TO SUPPORT TERMS
6.1 Zeliot reserves the right to modify, amend, or supplement these Support Terms at any time in its sole discretion, provided that no such modification shall result in a material or significant decrease in the level of Support Coverage applicable to the Customer during the then-current subscription term.
6.2 Zeliot shall provide the Customer with written notice of any material changes to these Support Terms at least thirty (30) days prior to the effective date of such changes.
ARTICLE 7: GENERAL PROVISIONS
7.1 These Support Terms are supplemental to and form an integral part of the Master Services Agreement between Zeliot and the Customer. In the event of any conflict or inconsistency between these Support Terms and the Master Services Agreement, these Support Terms shall prevail solely with respect to Support Services.
7.2 These Support Terms shall be governed by and construed in accordance with the laws specified in the Master Services Agreement, without regard to principles of conflicts of law.
7.3 Any notices required or permitted under these Support Terms shall be in writing and delivered in accordance with the notice provisions set forth in the Master Services Agreement.
ANNEXURE 1
SLA VIOLATION REIMBURSEMENT CALCULATION TABLE
Service Credit Tiers
Uptime Percentage Achieved
Service Credit
< 99.9% but ≥ 99.0%
10% of Monthly Fees
< 99.0% but ≥ 95.0%
25% of Monthly Fees
< 95.0%
60% of Monthly Fees
Uptime Percentage to Downtime Conversion
Uptime Percentage
Maximum Permissible Downtime
99.9%
43 minutes per month
99.0%
432 minutes per month
95.0%
2,160 minutes per month
Calculation Methodology
The following methodology shall be applied in calculating service credits:
Service credit calculations shall apply exclusively to support requests that satisfy all conditions set forth in Article 5.1 of these Support Terms.
Monthly downtime shall be calculated in addition to the forty-three (43) minutes allocated to each environment or cluster as the baseline permissible downtime threshold corresponding to 99.95% Uptime.
Service credits shall be denominated in vCPU hours allocated to each affected cluster.
vCPU credits shall be applied as an offset against the billing for the month subsequent to the month in which the downtime was incurred. Discounts shall be calculated as a percentage of the billing amount for the month during which the downtime occurred.
Since billing is typically processed on the last day of each month, the service credit calculation shall be performed during the period commencing at 12:00 AM on the 26th day of the preceding month and concluding at 12:00 AM on the 26th day of the current month. For example, reimbursement for the month of June shall be calculated based on downtime occurring between 12:00 AM on May 26th and 12:00 AM on June 26th, with the credit applied against billing incurred on July 26th.
Illustrative Example
Environmental Assumptions:
Number of Nodes: 3
vCPUs per Node: 8
Total vCPU Units: 3 × 8 = 24 vCPUs
Downtime Incurred (Meeting Article 5.1 Conditions): 120 minutes
Committed Downtime Threshold: 43 minutes per month
Charges per vCPU Hour: USD 0.20 (billed monthly)
Monthly Billing Amount: 24 vCPUs × USD 0.20 × 720 hours = USD 3,456.00
SLA Violation Calculation:
Total SLA Violation Subject to Reimbursement: 120 minutes - 43 minutes = 77 minutes
Applicable Service Credit Tier: 10% (Uptime between 99.0% and 99.9%)
Service Credit Amount: 10% × USD 3,456.00 = USD 345.60
Alternative Scenario:
If Valid Downtime Incurred: 1,000 minutes
SLA Violation Timer: 1,000 minutes - 43 minutes = 957 minutes
Applicable Service Credit Tier: 25% (Uptime between 95.0% and 99.0%)
Service Credit Amount: 25% × USD 3,456.00 = USD 864.00
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