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Managed Services Membership Agreement Between International Health Terminology Standards Development Organisation & Health and Welfare Information Systems Centre, Estonia 2019-02-01 SNOMED International Registered in England and Wales s Company Registration Number 9915820 Managed Services MSA between Estonia and IHTSDO Version 1.3 Reg. address: One Kingdom Street s Paddington Central s London W2 6BD s United Kingdom Tel: +44 (0) 203 755 0974 s [email protected] s www.snomed.org SNOMED International is the trading name of the International Health Terminology Standards Development Organisation, a private company limited by guarantee Table of Contents CLAUSE Page 1. Definitions and Interpretation.........................................................................................................3 2. The Services ...................................................................................................................................5 3. Duration ..........................................................................................................................................5 4. Member Fees ..................................................................................................................................6 5. Intellectual Property Rights ............................................................................................................6 6. Confidentiality ................................................................................................................................6 7. Business Continuity and Disaster Recovery...................................................................................7 8. Changes to the Services .................................................................................................................7 9. Suspension of the Services ............................................................................................................8 10. Liability ........................................................................................................................................8 11. Force Majeure.............................................................................................................................10 12. Termination ................................................................................................................................11 13. Governing Law and Jurisdiction ................................................................................................11 14. General Provisions......................................................................................................................11 Agreement THIS AGREEMENT is made on 1st February, 2019 between: (1) INTERNATIONAL HEALTH TERMINOLOGY STANDARDS DEVELOPMENT ORGANISATION, a private company limited by guarantee, incorporated and registered in England and Wales (registered number 9915820), with its registered office at One Kingdom Street, Paddington Central, London W2 6BD, England, and which trades as SNOMED International (the “Service Provider”); and (2) The Health and Welfare Information Systems Centre, Estonia (the “Member”). In this Agreement, the Service Provider and the Member are collectively referred to as the “Parties”, and each of them is referred to as a “Party”. Executed by the Parties: Page 2 of 12 Managed Services MSA between Estonia and IHTSDO Version 1.3 For and on behalf of Name: International Health Terminology Standards Development Organisation Don Sweete Position: CEO Date: 18 January 2019 For and on behalf of Name: Health and Welfare Information Systems Centre, Estonia Katrin Reinhold Position: Director Date: THE PARTIES AGREE as follows: 1. DEFINITIONS AND INTERPRETATION 1.1 In this Agreement, unless the context otherwise requires, the following words have the following meanings: “Additional Services” means those Services (if any) set out in Clause 2 of Schedule 1: Service Definition; “Agreement” means this agreement together with the Schedules and any appendices and addenda attached hereto, as the same may be amended and modified from time to time; “Agreement Term” has the meaning given in Clause 3.1; “Annual Fee” has the meaning given in Schedule 3: Service Charges ; “Breaching Party” has the meaning given in Clause 12.2; “Business Day” means a day other than a Saturday or Sunday or a public holiday in the United Kingdom; “Change” means any change to the Agreement or to the scope or manner of performance of the Services, including the provision of additional Services or amendments to any Service Level Targets, as may be agreed and implemented in accordance with Clause 8; Page 3 of 12 Managed Services MSA between Estonia and IHTSDO Version 1.3 “Change Notice” means the formal record of a Change constituting the complete statement of the required amendment to this Agreement or the Service Definition, including the reason for the Change and the date from which the Change is effective; “Contract Effective Date” means the date of this Agreement; “Disaster” means any event or circumstance that causes either the complete or a material partial loss, non-availability or abnormal functioning of one or more Services but excludes any Planned Downtime; “DR Plans” has the meaning given in Clause 7.1; “Event of Force Majeure” has the meaning given in Clause 11.1; “Expiry Date” has the meaning give in Clause 3.1 or, if this Agreement is extended in accordance with Clause 3.2, the later date agreed in writing by the Parties; “Hardware” means a physical item of computer equipment, including laptops, desktops and tablet devices, servers and network and communications equipment, as well as peripherals that can be connected to a computer including keyboards, mice, monitors and printers; “Intellectual Property Rights” means all patents, registered designs, trademarks, service marks, copyright, database rights, design rights and moral rights, in each case existing in any jurisdiction in the world, and other rights in other jurisdictions that grant similar rights as the foregoing; “Joining Fee” has the meaning given in Clause Schedule 3: service charges.; “Managed Service Authority Platform” means the tooling platform described in Clause 1.1(a) of Schedule 1: Service Definition; “Managed Services Sub-Group” means the group consisting of the Member and other recipients of managed services from the Service Provider, which is responsible for reviewing and suggesting improvements for such services; “Non-Breaching Party” has the meaning given in Clause 12.2; “Planned Downtime” has the meaning given in Clause 9.1; “Recovery Point Objective” means the state or point required to recover data to in order to carry on business following a Disaster; “Recovery Time Objective” means the maximum amount of time allowed for a system or application to be unavailable following a Disaster; “Regulatory Change” means a Change which is required by a change to a Regulatory Requirement; “Regulatory Requirement” means those laws, binding rules, regulations, published regulatory guidance and requirements and any form of secondary legislation or case law of the relevant jurisdiction having the force of law that are relevant to the provision, receipt or use of the Services; Page 4 of 12 Managed Services MSA between Estonia and IHTSDO Version 1.3 “Request for Change” or “RfC” means the formal notification from one Party to the other calling for a Change to be initiated; “Member Fees” means the fees payable to the Service Provider by the Member in consideration for the performance of the Services, calculated in accordance with Schedule 3: Member Fees; “Service Definition” means the detailed list of Services included within the scope of the Agreement as set out in Schedule 1: Service Definition; “Service Level Target” means each of the targets for the Service Provider’s performance of the Services set out in Schedule 2: Service Level Agreement; “Service Suspension” has the meaning given in Clause 9.2; “Services” means the services to be supplied by the Service Provider pursuant to this Agreement, more particularly described in Schedule 1: Service Definition; “Shared Service” means a service which can be utilised by multiple Service Provider customers and which is not exclusively dedicated to the Member; “Software” means applications, programs, operating system software, computer software languages and utilities in whatever form or media, including without limitation the source code and associated documentation and, in each case, the tangible media upon which the same is stored; “Support Hours” has the meaning given in Clause 1 of Schedule 2: Service Level Agreement; and “Transition Process” means the steps taken by the Parties following the Contract Effective Date in preparation for the commencement of the Services. 1.2 The headings in this Agreement are for ease of reference only, and do not affect the interpretation of this Agreement. 1.3 A reference in this Agreement to a clause or a Schedule is to a clause of, or a Schedule to, this Agreement. 2. THE SERVICES 2.1 The Service Provider will provide the Member with the Services as described in Schedule 1: Service Definition under the terms of this Agreement from the date agreed by the Parties during the Transition Process. 2.2 The Member acknowledges that the Services will be provided as a Shared Service. The Service Provider will monitor the performance of these Shared Services during the Agreement Term. 3. DURATION 3.1 This Agreement shall become effective on the Contract Effective Date and shall expire on December 31, 2022, (the “Expiry Date”) unless terminated earlier in accordance with Clause 12 (the “Agreement Term”). 3.2 The Parties may agree in writing to extend the Agreement on the then-existing terms and conditions. Page 5 of 12 Managed Services MSA between Estonia and IHTSDO Version 1.3 4. MEMBER FEES 4.1 The Member shall pay the Service Provider the Member Fees as set out in Schedule 3: Member Fees. 4.2 At the end of each calendar year, the Service Provider may review and adjust the Member Fees. 4.3 All Member Fees shall be due and payable by the Member within twenty one (21) days from receipt of an invoice from the Service Provider. If the Member fails to pay any undisputed sum by the due date for payment, the Service Provider may charge the Member interest at the rate of 4% per annum until the date upon which the obligation of the Member to pay the sum is discharged. 4.4 If the Member wishes to recommission the Services after the Agreement is suspended or is terminated, the Service Provider may charge an additional fee up to the total value of the then-current Joining Fee to re-establish the Services under the terms of a new Agreement. 4.5 The Member Fees are exclusive of VAT as the Service Provider is not VAT registered. Any other taxes which may be become payable by the Member are the sole liability of the Member. 5. INTELLECTUAL PROPERTY RIGHTS 5.1 The Service Provider shall retain and shall be the exclusive owner of all right, title and interest in and to all Intellectual Property Rights in the Managed Service Authority Platform and the Reference Set Management and Translation Platform, including any Intellectual Property Rights in additions, enhancements, changes, or variations to, or derivative works of, the same, whether created pursuant to Clause 8 or otherwise. 6. CONFIDENTIALITY 6.1 Each Party will: (a) treat any information provided by the other in connection with this Agreement as confidential; and (b) not disclose that information to any person other than in accordance with Clause 6.2. 6.2 Each Party may disclose confidential information: (a) to each other and their respective employees; (b) to its auditors to the extent reasonably required for such appointment and the exercise by the auditor of its audit obligations; (c) where the disclosure is required by law; or (d) if the relevant information is in the public domain at the time of the disclosure, was already known to the receiving Party before disclosure, or subsequently comes lawfully into the possession of the receiving Party without restriction as to its disclosure or use. Page 6 of 12 Managed Services MSA between Estonia and IHTSDO Version 1.3 7. BUSINESS CONTINUITY AND DISASTER RECOVERY 7.1 The Service Provider warrants that it has and undertakes that it will continue to have in place its own disaster recovery plans and business continuity plans (“DR Plans”) sufficient to mitigate the adverse impact of a Disaster on the provision of the Services and on the Member where the ability of the Service Provider to provide the Services would otherwise be severely impaired. The DR Plans shall include specific Recovery Point Objectives and Recovery Time Objectives for each Service or Software application to be restored to its operational status. 7.2 The Service Provider shall, at its cost: (a) be responsible for the management and implementation of the DR Plans; (b) regularly (and not less than once every twelve (12) months) review and maintain the DR Plans, take reasonable account of the Member’s representations in respect of potential improvements and amendments to the DR Plans, and share details of the updated DR Plans with the Member; and (c) regularly (and not less than once every twelve (12) months) update and test the operability of the DR Plans, having discussed and taken reasonable account of the Member’s representations in respect of the extent of each set of tests. 7.3 In the event of a Disaster: (a) the Service Provider shall implement the procedures contained in the relevant DR Plans; (b) the Parties shall immediately convene an emergency management team to: (i) discuss the Member's prioritised requirements; (ii) specify how the Disaster is to be managed; (iii) ensure communication is co-ordinated between the Parties and all relevant third parties; and (c) the Service Provider acknowledges that the Member may require rapid implementation of changes to the Services on either a temporary or a permanent basis and will use reasonable endeavours to implement such changes to the Services as soon as reasonably possible. 8. CHANGES TO THE SERVICES 8.1 Either Party may at any time request a Change in accordance with the procedure set out in this Clause 8. A Change shall become effective only when a Change Notice is agreed in writing and signed by authorised representatives of both Parties as either an amendment to the terms and conditions of this Agreement, or as an amendment to Schedule 1: Service Definition. 8.2 The procedure in this Clause 8 shall apply to this Agreement with the exception of Schedule 2: Service Level Agreement. The procedure for Changes to Schedule 2 will be managed by the Managed Services Sub-Group in accordance with the change management process set out in the Service Management Portal 8.3 Until such time as a Change becomes effective in accordance with this Clause 8 the Parties shall, unless otherwise agreed in writing, continue to perform their respective obligations under this Agreement in compliance with its terms prior to the Change. Page 7 of 12 Managed Services MSA between Estonia and IHTSDO Version 1.3 8.4 Either Party may initiate a Change by submitting a written Request for Change to the other Party. 8.5 Following issuance of an RfC by the Member, the Service Provider shall, for all Changes other than Regulatory Changes, inform the Member if it agrees to proceed with a Change. In the event that the Service Provider agrees to proceed with a Change or the RfC was issued by the Service Provider, the Service Provider shall provide the Member with an impact assessment for the proposed Change within twenty (20) Business Days of issuance of the RfC. As part of the impact assessment, the Service Provider must: (a) provide the Member with an indicative timetable within which the Change could be implemented; and (b) estimate the effect of the Change on the Member Fees, and provide an explanation of that estimate and any required one-off fee. 8.6 Within ten (10) Business Days of the Member’s receipt of the impact assessment, the Parties shall either: (a) determine not to proceed further with a Change; or (b) reach agreement to proceed with the Change, in which case the Parties shall set out a timetable to reach agreement of a Change Notice, or, in the absence of a timetable, the Change Notice shall be agreed within thirty (30) Business Days from the date of the Parties’ agreement to proceed. 8.7 Subject to Clause 8.8, neither Party shall be obliged to agree a RfC and either Party may, at any time before execution of the Change Notice, decide not to proceed with a proposed Change and notify the other Party of the same. 8.8 The Parties shall not withhold their agreement to a proposed Change which is a Regulatory Change. The Parties acknowledge that in the case of any Regulatory Change, the Parties may agree to an accelerated timetable for agreeing and implementing the Change, and the Parties agree to use their respective reasonable endeavours to comply with that accelerated timetable. 8.9 The Service Provider shall not charge the Member for any costs which the Service Provider incurs in preparing or negotiating any RfC, impact assessment or Change Notice under this Clause 8. 9. SUSPENSION OF THE SERVICES 9.1 Upon written notice to the Member (the period for which may be agreed between the Parties from time to time, and, if not agreed, will be five (5) Business Days), the Service Provider may suspend or limit the Services in order to improve, maintain, expand or modify the delivery of the Services (“Planned Downtime”). 9.2 If the Member fails to pay the Annual Fee by the due date for payment, the Service Provider reserves the right to temporarily suspend the provision of and user access to the Services (a “Service Suspension”). During a Service Suspension, all service data and information of the Member will be retained. 10. LIABILITY 10.1 Subject to Clause 10.3, the Service Provider’s liability (whether in contract, in tort (including negligence) or otherwise) in respect of any cause of action arising under or in connection with this Agreement shall not exceed an amount equal to: Page 8 of 12 Managed Services MSA between Estonia and IHTSDO Version 1.3 (a) the Member Fees paid or payable by the Member under this Agreement in the twelve (12) month period preceding the date on which that cause of action arose; minus Page 9 of 12 Managed Services MSA between Estonia and IHTSDO Version 1.3 (b) the Service Provider’s entire aggregate liability in respect of all prior causes of action arising under or in connection with this Agreement. 10.2 Subject to Clause 10.3, the Service Provider shall not be liable (whether in contract, in tort (including negligence) or otherwise) for any of the following arising under or in connection with this Agreement: (a) loss of revenue; (b) loss of profits; (c) loss of goodwill; (d) loss of anticipated savings; (e) loss of business; or (f) indirect or consequential loss or damage. 10.3 Nothing in this Agreement limits or excludes: (a) the Member’s liability to pay the Member Fees; (b) either Party’s liability for death or personal injury resulting from negligence; (c) either Party’s liability for breach of the obligations arising from section 12 of the Sale of Goods Act 1979; (d) either Party’s liability for fraud; or (e) either Party’s liability for breach of its obligations under Clause 6. 11. FORCE MAJEURE 11.1 Subject to Clause 11.2 neither Party shall be in breach of this Agreement, or otherwise be liable to the other, by reason of any delay in performance or non-performance of any of its obligations under this Agreement (including the Service Provider’s failure to meet the Service Level Targets) to the extent that such delay or non-performance is due to any cause beyond its reasonable control (an "Event of Force Majeure") including but not limited to the acts, defaults or omissions of suppliers or strike, lockout or other forms of industrial action (other than a strike, lockout or other form of industrial action of or by its own staff only). 11.2 The Party affected by any Event of Force Majeure shall use all reasonable endeavours to mitigate the effect of the Event of Force Majeure and shall immediately upon becoming aware of the Event of Force Majeure give the other Party written notification of the nature and extent of the Event of Force Majeure. The Parties shall enter into bona fide discussions with a view to alleviating the effects of the Event of Force Majeure or to agreeing upon such alternative arrangements as may be fair and reasonable. 11.3 During an Event of Force Majeure, the Service Provider will suspend the Service Level Targets as described within Schedule 2: Service Level Agreement until the event has passed. Page 10 of 12 Managed Services MSA between Estonia and IHTSDO Version 1.3 11.4 For the avoidance of doubt, this Clause shall not detract from the Service Provider’s obligations relating to the implementation of disaster recovery and business continuity measures in Clause 7. 12. TERMINATION 12.1 This Agreement may be terminated by either Party by giving not less than six (6) months’ written notice to the other Party. 12.2 Either Party (the “Non-Breaching Party”) may immediately terminate this Agreement if, at any time, the other Party (the “Breaching Party”) commits a material breach of this Agreement, and the Breaching Party fails to remedy the material breach within thirty (30) Business Days (or such longer period as may be agreed), starting on the Business Day after receipt of notice from the Non-Breaching Party giving particulars of the breach and requiring the Breaching Party to remedy the breach. The Member’s failure to pay the Member Fees by the due date for payment will constitute a material breach under this Agreement. 12.3 If either Party terminates this Agreement, the Service Provider shall, at its sole discretion: (a) offer an equivalent services solution to the Member for the period during which the Services would have been performed had the Agreement expired on the agreed Expiry Date rather than having been terminated, and for an equivalent price; or (b) refund the remaining pro-rated portion of the Annual Fee for the remainder of the calendar year during which the termination was effective (provided that the Service Provider may set off against this amount against any Member Fees which are outstanding as at the date of termination). 12.4 The Member’s obligation to pay the Member Fees in respect of Services performed by the Service Provider during the Agreement Term shall survive the expiry of the Agreement Term or termination of this Agreement. 13. GOVERNING LAW AND JURISDICTION 13.1 This Agreement shall be governed by, and construed in accordance with, English law. 13.2 The English courts shall have exclusive jurisdiction to settle any dispute arising out of or in connection with this Agreement (including a dispute regarding its existence, validity or termination). 14. GENERAL PROVISIONS 14.1 This Agreement contains the entire agreement between the Parties relating to the subject matter of this Agreement and supersedes all previous agreements between the Parties relating to that subject matter; whether oral, written or formed by course of dealing. 14.2 Each Party acknowledges that, in entering into this Agreement, it has not relied on any representation, warranty, collateral contract or other assurance made by or on behalf of the other Party before the date of this Agreement. 14.3 Subject to Clause 9, this Agreement may not be varied except in writing, signed by authorised representatives of both Parties and expressed to vary this Agreement. Page 11 of 12 Managed Services MSA between Estonia and IHTSDO Version 1.3 14.4 Nothing in this Agreement shall give either Party the ability to act or incur obligations or liability on behalf of the other Party or constitutes a joint venture, agency, partnership or employment relationship between the Parties. 14.5 If any term of this Agreement is or becomes illegal, invalid or unenforceable in any jurisdiction, that shall not affect the legality, validity or enforceability in that jurisdiction of any other term of this Agreement, or the legality, validity or enforceability in any other jurisdiction of that or any other term of this Agreement. 14.6 No relaxation, forbearance, delay or indulgence by either Party in enforcing any term or condition of this Agreement, or the granting of time by either Party to the other, shall prejudice, affect or restrict the rights and powers of that Party, nor shall any waiver by either Party of any breach of this Agreement operate as a waiver of, or in relation to, any subsequent or continuing breach of it. 14.7 Except as specified in this Clause 14.7, neither Party may assign or transfer rights or obligations under this Agreement other than with the other Party’s written consent. The Service Provider may transfer its rights and obligations under this Agreement: (a) in accordance with Clause 10 of the Service Provider’s Articles of Association; or (b) to any subsidiary of the Service Provider. 14.8 The Service Provider shall be entitled to subcontract its obligations under this Agreement. Notwithstanding the grant of any subcontract, and subject to Clause 10, the Service Provider is responsible to the Member for the performance and observance of all of its obligations under this Agreement. 14.9 The provisions of Clauses 1, 4.3, 4.7, 5, 6, 10, 11, 13, 14 and any other Clauses where the context requires them to survive (and any Schedules which are referred to in those Clauses) shall survive expiry or termination of this Agreement for any reason. 14.10 A person who is not a Party to this Agreement shall have no right to enforce any of its terms pursuant to the Contracts (Rights of Third Parties) Act 1999. 14.11 This Agreement may be executed in any number of counterparts, each of which when executed and delivered is an original, but all the counterparts together constitute the same document. Page 12 of 12  Managed Services Membership Agreement SCHEDULE 1 Service Definition SNOMED International Registered in England and Wales s Company Registration Number 9915820 Reg. address: One Kingdom Street s Paddington Central s London W2 6BD s United Kingdom Tel: +44 (0) 203 755 0974 s [email protected] s www.snomed.org SNOMED International is the trading name of the International Health Terminology Standards Development Organisation, a private company limited by guarantee Managed Services MSA Schedule 1 – Estonia Version 1.3 Table of Contents 1. Service Definition - Core Services ........................................................................................ 3 2. Service Definition - Additional Services ............................................................................... 6 Page 2 of 6 Managed Services MSA Schedule 1 – Estonia Version 1.3 1. SERVICE DEFINITION - CORE SERVICES 1.1 The following are the Services which the Service Provider will perform under the Agreement: (a) Managed Service Authoring Platform Managed Service Authoring Platform Summary The Service Provider shall provide hosting, management and technical support of the Managed Service Authoring Platform (including the terminology server). Description The following authoring functionality is supported by the Managed Service Authoring Platform (Single Concept Authoring): • Ability to add, amend or retire concepts in a national extension • Ability to add, amend or retire multi-lingual descriptions in a national extension, adding new descriptions to language reference sets as necessary • Ability to add, amend or retire relationships and relationship groups within a national extension or edition • Ability to classify the authored view of an extension to create an inferred view that can then be released • Ability for a team to collaborative author, translate, review and edit content within a national extension • The upgrade of the Member’s workspace to a new International Edition of SNOMED CT twice a year, and support for the management of any potential content conflicts including the reconsolidation of previously promoted content whilst ‘upgrading’. • Support for releasing the extensions or editions in RF2 format • Multi-lingual support, including generation and release of relevant RF2 language reference sets where applicable • Ability to batch import descriptions • The functionality made available on the Managed Service Authoring platform will provide the same functionality that is available in the SNOMED International Authoring platform. Additional functionality, which is built and deployed for the internal SNOMED International authoring team, will be made available to the Member once it has been used and tested by the SNOMED International authoring team for a period of time (depending on scale of functionality). Page 3 of 6 Managed Services MSA Schedule 1 – Estonia Version 1.3 (b) SNOMED CT Content Release and Validation Service SNOMED CT Content Release and Validation Service Summary The Service Provider shall support and provide the SNOMED CT Content Release and Validation service twice a year. Description This Service allows the Member the ability to request releases of their national extension or edition, including QA and packaging, twice a year. At the Service Providers discretion, country specific QA rules may be used in addition to the standard SNOMED International QA rules during the release process. All national extensions or editions will be published on the SNOMED International Members Licensing and Distribution Service (MLDS) and/or the SNOMED International browser as part of this service, if requested. (c) Reference Set Management and Translation Platform Refset Management and Translation Platform Summary The Service Provider shall provide hosting, management and technical support of the Reference Set Management and Translation Platform Description The platform includes the ability to manage reference sets within the Managed Service Member's extension as well as the ability to translate SNOMED CT. Any work done on this platform would be included in any release of the local extension. The following reference set functionality is supported: The creation and maintenance of both extensional and intensional reference sets including version management of these reference sets Version management of reference sets including draft and published reference sets Import of existing reference sets as content Distribution of any reference set products (including RF2 and human-readable versions) Role based access control to the maintenance of reference sets (Admin / Author / Reviewer / Public) The following Translation functionality is supported: • Translation of the descriptions of concepts in previously created reference sets into any given language • Role-based translation quality assurance (QA) process containing role-based user workflows features • Computation of changes between SNOMED CT versions and the ability to put matching translation into the workflow to identify changes between versions • Spell checking features during the translation process, both standard types (e.g. Google spell checker) or customizable where a user can add corrections themselves • Ability to import a file in a number of formats containing the content which should be translated or related content • Ability to export a file in RF2 format containing the content translated in the solution • Translating suggestions of similar terms from dynamic translation memory throughout several translation projects within the solution. (d) Content Support Page 4 of 6 Managed Services MSA Schedule 1 – Estonia Version 1.3 Content Support Summary The Service Provider shall provide support and guidance in relation to SNOMED CT Content and Authoring approaches. Description This Service will allow the Member to contact a SNOMED International author for support, help and guidance in using the Services from an Authoring perspective. The service is accessed via the Managed Service Support Portal (https://jira.ihtsdotools.org/projects/MSSP) where it will be triaged and assigned for a subject matter expert to respond. This Service is only provided during Support Hours as described in Schedule 2: Service Level Agreement. (e) Technical Support Technical Support Summary The Service Provider shall provide technical support to maintain and deliver the Services and to provide technical expertise and guidance for the Member. Description This Service will allow the Member to contact a SNOMED International technical expert for support to deal with Service failures, bugs and other issues affecting the Services. It will also provide support and guidance from a technical perspective in accessing and using the Services. The Service is accessed via the Managed Service Support Portal (https://jira.ihtsdotools.org/projects/MSSP) where it will be triaged and assigned for a subject matter expert to respond. Online Live support for quick questions or advice is available (https://chat.snomedtools.org/livechat) This Service is only provided during Support Hours as described in Schedule 2: Service Level Agreement. Page 5 of 6 Managed Services MSA Schedule 1 – Estonia Version 1.3 2. SERVICE DEFINITION - ADDITIONAL SERVICES 2.1 There are no Additional Services included in the Agreement. Page 6 of 6  Managed Services Membership Agreement SCHEDULE 2 Service Level Agreement SNOMED International Registered in England and Wales s Company Registration Number 9915820 Reg. address: One Kingdom Street s Paddington Central s London W2 6BD s United Kingdom Tel: +44 (0) 203 755 0974 s [email protected] s www.snomed.org SNOMED International is the trading name of the International Health Terminology Standards Development Organisation, a private company limited by guarantee Managed Services MSA Schedule 2 - Estonia Version 1.0 Table of Contents CLAUSE Page 1. Support Hours ............................................................................................................................ 3 2. Service Level Targets ................................................................................................................ 3 3. Service Level Agreement .......................................................................................................... 4 4. Service Level Management ....................................................................................................... 4 5. Service Level Suspension .......................................................................................................... 5 6. Disaster Recovery ...................................................................................................................... 5 Page 2 of 5 Managed Services MSA Schedule 2 - Estonia Version 1.0 1. SUPPORT HOURS 1.1 The Service Provider shall provide the Services from 08:30 GMT/BST to 18:00 GMT/BST (the “Support Hours”) on Business Days, excluding any periods of Planned Downtime. 2. SERVICE LEVEL TARGETS 2.1 During the Support Hours, the Service Provider shall endeavour to meet the Service Level Targets set out in this Clause 2. The Service Level Targets are measured from when the Service Provider becomes aware of the relevant issue. 2.2 All times stated are only applied during the Support Hours as in Clause 1. SERVICE FAILURES/BUGS Priority Description Target Response The issue results in the failure of the complete 8 Support software system, a subsystem (program or module) Hours within the system causing or potentially causing a P1 - Critical severe impact to the provision of the Service, Resolution including a complete loss of core functionality to 48 Support users and no workarounds being available. Hours The issue results in the failure of the complete Response software system, a subsystem (program or module) 24 Support within the system causing or potentially causing a Hours P2 - High significant impact to the provision of the Service. However, there are acceptable workarounds, which Resolution will yield the desired result. 10 days The issue does not result in a failure, but causes the system to produce incorrect, incomplete, or Response inconsistent results, or the issue impairs the systems 5 days P3 - Medium usability, causing a moderate impact to the provision of the Service, including the loss of non-core Resolution functionality to users for which no workaround is 4 weeks available. The issue does not cause a failure, does not impair Response usability, or minor impact to Service provision, and 2 weeks the desired processing results are easily obtained by P4 - Low using acceptable workarounds. This also includes Resolution loss of non-core functionality to users for which a 3 months workaround is available. The issue is the result of non-conformance to a Response standard, is related to the aesthetics of the system, or 1 month P5 – Very only affects the presentation of the Service, including Low requests for future enhancement requests. Issues at Resolution this level may be deferred or rejected. 6 months Page 3 of 5 Managed Services MSA Schedule 2 - Estonia Version 1.0 SERVICE REQUESTS Priority Description Target Response 8 Support Hours P1 - Critical The request requires immediate attention. Resolution 48 Support Hours Response 24 Support The request is affecting the ability of the user to work Hours P2 - High normally and the user is unable to continue until the request is fulfilled. Resolution 1 week Response 5 days The request is a routine enquiry and is not impacting P3 - Medium the user’s ability to continue working. Resolution 4 weeks Response 2 weeks The request is not time critical and is considered to P4 - Low be a low priority routine enquiry. Resolution 6 weeks Response The request is not important or does not necessarily 1 month P5 – Very need to be addressed. Requests at this level may be Low deferred or rejected. Resolution 3 months 3. SERVICE LEVEL AGREEMENT 3.1 A formal Service Level Agreement will be drafted and agreed between the Parties within sixty (60) days from the Contract Effective Date. 3.2 It should be noted that reasonable endeavours have been applied to ensure a flexible and timely service, however the geographical location of support resource groups will add additional time to responses in some instances due to the global nature of the organisation and time zone differences. The Parties agree that the Service Level Agreement will take into account these variations. 4. SERVICE LEVEL MANAGEMENT 4.1 Monthly metrics and key performance indicators are collated and reported to the Member via a Monthly Service Review Meeting. Page 4 of 5 Managed Services MSA Schedule 2 - Estonia Version 1.0 5. SERVICE LEVEL SUSPENSION 5.1 The Service Provider shall not be required to meet the Service Level Targets: (a) during an Event of a Force Majeure; and (b) during any Planned Downtime. 6. DISASTER RECOVERY 6.1 As per clause 7 of the Agreement, the Service Provider has DR plans in place. As part of these DR Plans a Service criticality matrix is provided as follows: Recovery Recovery Priority Service Time Point Objective Objective 1 Authoring Platform 24 hours 24 hours SNOMED CT Content Release 2 24 hours 24 hours & Validation Service 3 Refset/Translation Platform 36 hours 24 hours 4 Members Licensing & Distribution Service 36 hours 24 hours 5 SNOMED CT Browser Service 48 hours N/A Page 5 of 5  Managed Services Master Service Agreement SCHEDULE 3 Service Charges SNOMED International Registered in England and Wales s Company Registration Number 9915820 Reg. address: One Kingdom Street s Paddington Central s London W2 6BD s United Kingdom Tel: +44 (0) 203 755 0974 s [email protected] s www.snomed.org SNOMED International is the trading name of the International Health Terminology Standards Development Organisation, a private company limited by guarantee Managed Services MSA Schedule 3 - Estonia Version 1.1 Table of Contents CLAUSE Page 1. Service Charges ......................................................................................................................... 3 Page 2 of 3 Managed Services MSA Schedule 3 - Estonia Version 1.1 1. SERVICE CHARGES 1.1 The Customer shall pay the Service Provider the following Service Charges: (a) a single payment of US$61,917 (sixty one thousand, nine hundred and seventeen) comprising of US$39,000 (the “Joining Fee”) and a pro-rated “Annual Fee” of US$ 22,917 (twenty two thousand, nine hundred and seventeen) for the 11 months from 1st February, 2019 to 31st December, 2019; and (b) an annual payment of US$25,000 (twenty-five thousand US dollars) for each calendar year of this Agreement, or until expiration or termination of this Agreement (the “Annual Fee”). 1.2 The Service Provider shall submit an invoice to the Customer: (a) for the Joining Fee and pro-rated Annual Fee, within ten (10) Business Days after the Contract Effective Date; and (b) for the Annual Fee by 10 January of each subsequent calendar year from 2020 onwards. Page 3 of 3