Service Level Agreement

1. Introduction

This Service Level Agreement (SLA) establishes the terms and conditions governing the provision of services by TMI Systems Limited (trading as Verto) to the Client. It defines service levels, responsibilities and expectations to ensure a reliable and efficient partnership. This SLA forms part of the Agreement as defined below and should be read alongside the Terms of Service, Quote and Statement of Work.

2. Definitions

Term	Meaning
Client	The entity identified in the Quote or Statement of Work that subscribes to use the Verto Service.
Service Provider	TMI Systems Limited (trading as Verto) (company number 06667738), trading as Verto, of Beechey House, 87 Church Street, Crowthorne, Berkshire, RG45 7AW.
Agreement	The Quote, along with the Terms of Service, Statement of Work, Acceptable Use Policy and this SLA.
Business Hours	Monday to Friday, 08:30–17:30 UK time, excluding UK bank holidays.
Core Hours	The same as Business Hours for the purpose of uptime measurement.
Monthly Subscription Fee	The total monthly fee payable by the Client for the Verto Service, calculated as one-twelfth of the annual subscription fee set out in the Quote.
Scheduled Maintenance	Planned downtime notified to the Client at least 5 Business Days in advance, normally carried out outside Business Hours.
Uptime	The percentage of Core Hours during which the Verto Service is available and accessible to authorised users, excluding Scheduled Maintenance and Excluded Events.
VAaaS	Verto Administration as a Service — an optional managed service under which Verto administers the Verto platform on the Client’s behalf. Additional response times apply and are set out in the VAaaS Schedule where applicable.

3. Services Provided

The Service Provider agrees to provide the following services during the Subscription Term:

• Access to the Verto Service: including all core features and modules set out in the agreed Quote.

• Hosting and Data Storage: secure hosting and storage of Client data on UK-based Azure infrastructure.

• Technical Support: as per the support levels, priority classifications and response times set out in this SLA.

• Software Updates: platform updates and releases as described in Clause 8.

4. Service Levels and Uptime Guarantee

4.1 Uptime Commitment

The Service Provider guarantees an Uptime of 99.9% during Core Hours (08:30–17:30, Monday to Friday), measured on a quarterly basis.

Note: 99.9% uptime equates to a maximum of approximately 10.9 hours of permitted unplanned downtime per quarter during Core Hours. This is aligned with Verto’s Azure hosting infrastructure SLA and is a materially achievable commitment. Scheduled Maintenance is excluded from uptime calculation. Maintenance will normally be carried out outside Business Hours (i.e. before 08:30 or after 17:30 on Business Days, or at weekends).

4.2 Service Credits

a. Eligibility

If the Service Provider fails to meet the Uptime Guarantee in any quarter, the Client will be entitled to claim service credits, provided that:

• the Client notifies the Service Provider in writing of the downtime event within five (5) Business Days of its occurrence; and

• the downtime is verified by the Service Provider as attributable to the Verto Service and not excluded under Clause 4.2c.

b. Service Credit Calculation

Service credits will be calculated as a percentage of the Monthly Subscription Fee for the affected Service as follows:

Measured Uptime (per Quarter)	Service Credit (% of Monthly Subscription Fee)
99.50% – 99.89%	3%
99.00% – 99.49%	6%
98.00% – 98.99%	9%
< 98.00%	15%

Service credits are capped at a maximum of 15% of the total Monthly Subscription Fee for the affected period in any calendar month.

c. Excluded Events

Downtime shall not include interruptions resulting from:

• Scheduled Maintenance notified at least 5 Business Days in advance.

• Emergency maintenance required to protect the security or integrity of the Service, where advance notice cannot reasonably be given.

• Issues caused by the Client’s network, devices, third-party integrations, or misuse of the Service.

• Force Majeure events or circumstances beyond the Service Provider’s reasonable control.

• Suspension of Services in accordance with the Agreement (e.g. for non-payment or material breach).

d. Credit Application

• Service credits will be applied as a credit against the Client’s next renewal invoice.

• Service credits are the sole and exclusive remedy for failure to meet the Uptime Guarantee under this Clause 4.

• Service credits cannot be exchanged for cash or refunded if the Agreement is terminated prior to the next renewal.

• Credits are not cumulative across quarters and do not carry forward. The Client must claim service credits within 30 calendar days following the end of the quarter in which the service level failure occurred.

e. Uptime Reporting

The Service Provider will, upon written request, provide uptime reports summarising Service availability for the relevant measurement period. Verified downtime events will be reflected in these reports.

5. Support Desk Availability

The Support Desk is available during Business Hours: Monday to Friday, 08:30–17:30 UK time, excluding UK bank holidays.

Channel	Contact Details	Availability
Email (standard)	support@vertocloud.co.uk	Business Hours
Emergency (P1 only)	+44 (0) 118 334 6200	Business Hours — P1 incidents only
Knowledge Hub	Via platform or vertocloud.co.uk	24/7 self-service

Support queries submitted by email will be managed through email exchanges until resolution. Each query will be assigned a unique reference number for audit and tracking purposes. Queries must be raised via nominated System Administrator contacts within the Client organisation.

Note: Out-of-hours emergency cover for P1 incidents (system unavailable) can be arranged by agreement for clients with specific operational requirements. Contact your Account Manager to discuss.

6. Fault Resolution Priority Levels

Critical system faults are treated with highest priority. Initial response and target resolution times are set out below. All times are measured during Business Hours from the point at which the fault is first reported to the Support Desk.

Priority	Description	Initial Response	Target Resolution
P1	System Unavailable or > 75% of users unable to access the platform.	15 minutes	1 Business Hour
P2	Significant fault affecting multiple users. System available but materially degraded.	15 minutes	4 Business Hours
P3	Minor fault affecting a single user. System available but degraded.	30 minutes	2 Business Days
P4	General questions, guidance requests. No system impact.	4 Business Hours	10 Business Days

Note: All resolution targets are measured during Business Hours. If a P1 fault cannot be resolved within 1 Business Hour, the Service Provider will provide a status update every 30 minutes and a root cause analysis within 2 Business Days of resolution. Resolution targets are subject to the excluded events listed in clause 4c above.

Enhancement requests submitted as P4 tickets will be subject to the Change Control Process set out in Clause 7 and are not guaranteed to be implemented. The 10 Business Day target applies to the provision of an initial assessment and response only.

For Clients using VAaaS, additional response times for administrator requests are set out in the VAaaS Schedule appended to the relevant Quote or Statement of Work.

7. Change Control Process

This Change Control Process governs Client requests for modifications or enhancements to the Verto platform. It applies to product-level changes only. Changes to subscription elements, fees, or licence types are governed by the Agreement (Terms of Service, Clause 9.6).

Categories of Change Request

• Enhancement: improvement to existing platform functionality.

• New Functionality: introduction of a feature not currently available.

Request Submission

• Clients must submit a completed Change Request Form to the Support Desk at support@vertocloud.co.uk, including a description of the request, the business rationale, and any supporting screenshots or materials.

Review Process

• Requests are assessed for impact on the existing platform, the wider client base, security, and the development roadmap.

• Not all requests will be approved.

Approved Changes

• If approved, associated costs and implementation timelines will be communicated to the Client in writing before work commences.

• Written approval from the Client is required before any chargeable change work begins.

• Enhancements and new features are released in accordance with the Service Provider’s release management procedures as described in Clause 8.

8. Software Releases

Release updates, including enhancements and new functionality, are deployed simultaneously across all hosted clients without requiring end-user intervention.

• The Service Provider will provide advance notification of changes to production environments at least 10 Business Days prior to the planned release date.

• For urgent operational updates (e.g. security patches or critical fixes), retrospective notifications will be issued where advance notification cannot be provided. The Service Provider will aim to notify the Client as soon as is practicable.

• Release notes will be made available to System Administrators at the time of notification.

9. Client Responsibilities

To maintain a seamless service experience, the Client agrees to:

• Provide accurate and timely information to assist in resolving support issues promptly.

• Use the Verto Service in compliance with all applicable laws and regulations and in accordance with the Acceptable Use Policy.

• Maintain secure access credentials and immediately notify the Service Provider of any suspected unauthorised access or security incident.

• Designate named System Administrator contacts through whom support queries must be raised.

• Ensure timely payment of all fees within 30 days of invoice date.

• Provide reasonable co-operation and access to information, systems and personnel as reasonably requested to facilitate support or incident resolution.

10. Data Security

The Service Provider implements the following measures to safeguard Client data:

• Encryption in transit and at rest using industry-standard protocols.

• Nightly automated backups with a 90-day retention period. Backups are designed for service recovery purposes. Clients are responsible for maintaining their own data retention in compliance with applicable law and their own data governance obligations. The backup regime does not substitute for the Client’s independent data retention requirements.

• UK-based data hosting on Microsoft Azure infrastructure. All Client data is stored within the United Kingdom.Verto is certified to ISO 27001:2022. Certification details are available upon request. The platform and supporting infrastructure are maintained in accordance with the requirements of this standard.

11. Data Protection

Data Processing Roles

• Acting as a Controller: the Service Provider processes personal data in accordance with its Privacy Notice, available at https://vertocloud.co.uk/privacy-policy

• Acting as a Processor: where the Service Provider processes personal data on behalf of the Client, a separate Data Processing Agreement compliant with UK GDPR Article 28 will be executed between the parties before any such processing commences. A standard DPA is available upon request.

Data Storage Location

All Client data is stored within the United Kingdom. The Service Provider will notify the Client in writing if this position changes.

12. Data Return Upon Termination

Upon expiry or termination of the Agreement, the Client may recover its data by one of the following methods:

Export Method	Description	Cost	Request Window
Self-service export	Client downloads data directly from the platform using built-in export tools prior to or on the Termination Date.	Included	Available up to Termination Date
Structured CSV / Excel export	Service Provider provides a structured export of portfolio, programme and project management data in CSV or Excel format.	Fixed fee — see current rate card	30 calendar days from Termination Date
SQL Server backup file	Service Provider provides a SQL Server 2019 backup file for technically capable clients requiring a full database export.	Fixed fee — see current rate card	30 calendar days from Termination Date

The Client must submit a written data export request within 30 calendar days of the Termination Date. Requests received after this window cannot be guaranteed. The Service Provider will make reasonable endeavours to fulfil requests submitted within the window within 10 Business Days.

Data will be permanently deleted 3 months after the Termination Date in accordance with Verto’s data retention policy. Attached files, dashboards, boards and reports are not included in structured exports.

Note: The 30-day request window supersedes the 48-hour window referenced in legacy agreements. This version of the SLA governs all new and renewed contracts from the date of publication.

13. Scheduled Maintenance

The Service Provider will carry out planned maintenance and upgrades as required to maintain platform performance and security. The following applies:

• Scheduled Maintenance will normally be carried out outside Business Hours (i.e. before 08:30 or after 17:30 on Business Days, or at weekends).

• The Service Provider will provide at least 5 Business Days’ advance notice of Scheduled Maintenance that is expected to affect platform availability, including the expected duration and the systems affected.

• Emergency maintenance (required to address an urgent security threat or critical fault) may be carried out without advance notice. The Service Provider will notify the Client as soon as practicable if the maintenance results in the unavailability of the platform.

• Scheduled Maintenance is excluded from the Uptime calculation and does not trigger service credit eligibility.

14. Escalation Procedure

If the Client is not satisfied with the progress or outcome of a support ticket, the following escalation path applies:

Level	Escalation Contact	Trigger
1	Support Desk Lead support@vertocloud.co.uk	P1 or P2 not acknowledged within SLA response time.
2	Head of Client Support Services	Unresolved after 24 hours (P1/P2) or 5 Business Days (P3).
3	Chief Client Officer (CCO)	Unresolved after 48 hours (P1/P2) or escalation by CSM.