Terms and Conditions

Vehicle Check Service Level Agreement

Support provided by Experian Limited to Auto Trader in respect of Vehicle Check

Last updated: 10 December 2021

  1. Definitions

    1. “Change” means the addition, modification or removal of anything that could have a material impact on the Supported Service;
    2. “Client Environment” means any assets the Client is directly responsible for managing, including any sub-contractors of the Client or third-party service providers to the Client, excluding Experian, required for the usage of (including resilience (system/data back-ups)) or connectivity to the Supported Service;
    3. “Client Reported Incident” means the notification by the Client to the Service Desk of an Incident;
    4. “Configuration Management” means the process for ensuring that the assets required for hosting (including resilience (system/data back-ups)) or connecting to the Supported Service are properly controlled, and that accurate and reliable information about those assets is available when and where it is needed. This information includes details of how the assets have been configured and the relationships between assets;
    5. “Core Hours” means Monday to Friday, 08:00 – 18:00, excluding bank holidays in England and Wales;
    6. “Disaster” means any abnormal, unstable, complex, high impact condition or situation that represents a threat to Experian's personnel or operations or presents reputational, legal, regulatory, compliance or significant financial risk, or the disaster recovery plan has been invoked by Experian;
    7. “Early Life Support” means the period immediately following the Go-Live Date, where technical staff from Experian's project delivery team remain available to support the Supplier's maintenance team to resolve defects (which existed as at the Go Live Date) in accordance with clause 6.2 of this Appendix 2;
    8. “Emergency Maintenance” means a change that must be introduced as soon as reasonably practicable to mitigate against either an identified regulatory or security risk, or mitigate against a Priority 1 Incident;
    9. “Emergency Maintenance Window” means the period during which the Supported Service is unavailable due to Emergency Maintenance but, for the avoidance of doubt, not as part of an Incident;
    10. “Fulfilment Time” means the time taken to fulfil a Service Request measured from the acknowledgement of the Service Request, by email, or as otherwise agreed in writing, to the fulfilment of that Service Request;
    11. "Incident" means an unplanned interruption to, or reduction in the quality of the Supported Service;
    12. “Known Error” means a Problem that has a documented root cause and a Workaround;
    13. “Known Error Record” means a record containing the details of a Known Error which documents the lifecycle of that Known Error, including the status, root cause and Workaround;
    14. “Live Date” means the date on which the Supported Service is made available to the client in a live environment other than for testing purposes;
    15. “Normal Service Operation” means the operational state where the Supported Service is operating in accordance with the Specification;
    16. “Planned Maintenance Windows” means those periods of time during which access to the Supported Service may be unavailable due to the performance by Experian of housekeeping and/or maintenance related activities and/or Change to the Supported Service, (as defined in Table 1- Planned Maintenance Windows);
    17. “Priority 1 Incident” means an Incident where functionality of the Supported Service is materially impacted. For the avoidance of doubt, any failure of the functionality of the Supported Service which affects security, or regulatory compliance is deemed material;
    18. “Problem” means the cause of one or more Incidents for which the cause is not usually known at the time a Problem Record is created;
    19. “Problem Record” means a record containing the details of a single Problem which documents the lifecycle of that Problem;
    20. “Record On Hold” means activity in relation to a record is paused whilst Experian is awaiting information from the Client, preventing the continuation of work, or where remote access to the Client Environment has been reasonably requested by Experian;
    21. “Request for Change” means a formal request for a Change from the Client to be made, via email, or as otherwise agreed in writing. It shall include details of the Request for Change, and must be recorded electronically.
    22. “Restoration Time” means the duration of time from the acknowledgement of a Client Reported Incident, or the detection of the Incident by Experian, until the resumption of Normal Service Operation, or the application of a Workaround, such time only being measured during Core Hours;
    23. “Resolution” means the action taken to repair the root cause of an Incident or Problem;
    24. “Service Catalogue” means a database or document listing Service Requests available from Experian in relation to the Services or Supported Service, updated from time to time;
    25. “Service Failure” means a failure to achieve any of the Service Levels defined herein;
    26. “Service Level” means the relevant target times stated in the tables contained herein;
    27. "Service Request" means a Client request, by way of email, or as otherwise agreed in writing, to the Service Desk for a service from the Service Catalogue to be provided by Experian e.g. a password reset request;
    28. “Specification” means the functional specification of the Supported Service as defined within the Schedule;
    29. “Support Services” means the following Services as defined herein:
      1. Service Desk (as defined in section 4.1.1 (Service Desk));
      2. Incident Management (as defined in section 5.1 (Incident Management));
      3. Problem Management (as defined in section 6.1 (Problem Management));
      4. Service Request Management (as defined in section 7.1 (Service Request Management);
      5. Change Management (as defined in section 8.1 (Operational Change Management));
      6. Client Service Management (as defined in section 9 (Client Service Management)).
    30. “Supported Service” means the Service supported by Experian as defined within the Schedule;
    31. “Workaround” means the agreed reduction or elimination of the impact of an Incident, contained in a Problem Record or in a Known Error Record (where the root cause is known), but for which a Resolution is not yet available.
  2. General

    1. Experian obligations

      Experian shall:
      1. provide the Support Services on commencement of the Live Date;
      2. provide the Supported Service on commencement of the Live Date;
      3. act reasonably in agreeing the prioritisation of Incidents with the Client;
      4. act reasonably in agreeing the closure of Incidents and Service Requests with the Client;
      5. ensure all personnel are:
        1. suitably skilled, having received appropriate and relevant application training prior to supporting the Supported Service;
        2. aware of any available electronic/hard copy documents, help files and guidelines prior to supporting the Supported Service;
        3. support the Supported Service in accordance with the available electronic/hard copy documents, help files and guidelines;
    2. Client obligations

      The Client shall:
      1. comply with the Specification agreed by both parties;
      2. provide contact details of the Client personnel to respond to queries and/or Incident investigations during Core Hours;
      3. provide input into the record prioritisation with Experian;
      4. provide a remote link to the Client Environment where reasonably requested by Experian;
      5. provide an agreed form of secure data transfer to enable the transfer of data between Experian and the Client;
      6. ensure all personnel are suitably skilled, having received appropriate and relevant application or systems administration training prior to using the Supported Service;
      7. ensure all personnel are aware of any available electronic/hard copy documents, help files and guidelines provided by Experian prior to using the Supported Service;
      8. Ensure all personnel utilise the Supported Service in accordance with the available electronic/hard copy documents, help files and guidelines provided by Experian;
      9. keep full security copies of the Client's databases and computer records in accordance with best computing practice;
      10. promptly notify Experian, via email or as otherwise agreed in writing, of any unplanned change to the Client Environment;
      11. where reasonably practicable, provide at least 30 days' prior notice, via email or as otherwise agreed in writing, to Experian of any change, planned or otherwise, to the Client Environment;
      12. where reasonably practicable, provide Experian with at least 30 days' prior notice, via email or as otherwise agreed in writing, of any change, planned or otherwise, which could result in changes to business volumes;
      13. be responsible for all operating or interfacing systems in respect of the Client Environment with which the Supported Service is interfacing;
      14. maintain and make available a change log detailing any changes made in relation to the Supported Service;
      15. perform Configuration Management in respect of the Client Environment so to enable Experian to promptly diagnose any Incidents.
  3. Hosted Services

    1. Experian obligations

      Experian shall perform the following Services (the “Hosted Services”):
      1. host the Supported Service in accordance with the Specification;
      2. perform Configuration Management so to enable prompt diagnosis of Incidents;
      3. make the Supported Service available to the Client in accordance with the Specification, subject always to Experian not being responsible for any failure to make the Supported Service available to the extent that such failure:
        1. is due to a Force Majeure event; or
        2. is due to a Disaster; or
        3. is due to a third party (other than any sub-contractors of Experian or third party service providers to Experian); or
        4. is due to default of the Client or any of its sub-contractors; or
        5. occurs at the request of, or with the prior consent of, the Client, by way of email, or as otherwise agreed in writing.
      4. undertake housekeeping and/or maintenance related activities and/or changes to the Supported Service during the Planned Maintenance Windows and in doing so keep any outage during the Planned Maintenance Windows to a minimum;
      5. provide prior notice, by email or as otherwise agreed in writing, to the Client that any potentially impacting housekeeping and/or maintenance and/or Change related activities are scheduled to take place during a Planned Maintenance Window and the duration of such activities (the “Scheduled Maintenance Period”);
      6. in the event of the need for any potentially impacting Emergency Maintenance, Experian shall contact the Client, via email or as otherwise agreed in writing, providing as much notice as is reasonably practicable.

      Table 1 - Planned Maintenance Windows

      Maintenance Days Maintenance Regularity Maintenance Hours
      Monday to Sunday Ad-hoc 00:01-00:00
      Notes:
      This service is designed to be available for use 24*7 with the exception of potentially impacting Scheduled Maintenance Periods. Where this is arranged, Experian shall provide reasonable notice via email, or as otherwise agreed in writing.
    2. Availability Calculation

      The availability of the Supported Service shall be calculated:
      • for each calendar month as below:
      A - B / A x 100 = % Availability

      Where:

      A = Total Core Hours in the relevant calendar month

      B = Cumulative unplanned downtime

      • for each day as below:
      A - B / A x 100 = % Availability

      Where:

      A = Total Core Hours in the relevant day

      B = Cumulative unplanned downtime

      Exclusions:

      The following periods of time are excluded when calculating the Availability Target:
      1. total Scheduled Maintenance Period(s) in the relevant calendar month;
      2. total Emergency Maintenance Window(s)) in the relevant calendar month.
    3. Availability Target

      99% per calendar month and 99% per day (the “Availability Target”).

      In the event that Experian fails to meet the:

      1. daily Availability Target on six separate days during a calendar month; and/or
      2. monthly Availability Target on two occasions during any six month period,
      such Service Failure shall be deemed a persistent breach and/or a material breach respectively of the agreement under which the Supported Services are provided and such agreement shall be capable of termination by the Client in accordance with its terms.
  4. Service Desk

    1. Experian obligations

      1. Experian shall provide the Client with a point of contact via telephone and email during Core Hours (the “Service Desk”).
      2. Experian shall:
        1. handle Incident and Service Request communications between the Client and Experian;
        2. record all Client raised Incidents and Service Requests;
        3. act reasonably in the categorisation of Incidents and Service Requests with the Client as follows;
          1. Incidents shall be categorised in line with the definitions within Table 2 - Incident Service Levels and based on input from the Client;
          2. Service Requests shall be categorised based on the Service Catalogue;
        4. provide a formal response to the Client, by email or as otherwise agreed in writing, on receipt and acceptance of a Service Request or Incident, including a unique reference number;
        5. provide initial investigation and attempt diagnosis (in each case, where applicable);
        6. in case of Service Requests, fulfil where applicable;
        7. escalate Incidents/Service Requests that cannot be resolved by the Service Desk;
        8. escalate Incidents/Service Requests in the event of a reasonable request by either party;
        9. provide regular updates to the Client as to the status of Incidents and Service Requests;
        10. On resumption of Normal Service Operation, or the application of a Workaround, notify the originator of the Incident, by way of email, or as otherwise agreed in writing, and close the Incident after five working days if no further response from the originator;
        11. act reasonably in the closure of Service Requests with the Client;
        12. provide guidance, should the Client wish to raise a complaint.
  5. Incident Management

    1. Experian obligations

      In respect of a Client Reported Incident or Incident otherwise detected by Experian, Experian shall perform Incident management during the Core Hours to either restore Normal Service Operation or apply a Workaround within the relevant Restoration Time stated in the Table 2- Incident Service Levels (“Incident Management”).
    2. Client obligations

      1. The Client shall:
        1. undertake initial review, internal investigation and triage within the Client data, Client Environment or calling application prior to contacting Experian;
        2. promptly notify Experian of any faults encountered with the Supported Service;
        3. provide initial notification to Experian of all Priority 1 Incidents via telephone;
        4. co-operate fully with Experian's personnel in the diagnosis of any error or defect in the Supported Service;
        5. where Experian is required to attend any site of the Client's in respect of Incident Management or Problem Management related activities, bear Experian's travel and subsistence expenses, and make available at the Client's cost; information, facilities and services reasonably required to enable Experian to perform the Incident Management or Problem Management services. Such will include but not be limited to; computer runs, core dumps, printouts, data preparation, office accommodation and photocopying, provided Experian shall ensure the Incident Management or Problem Management does not materially interfere with the day to day running of the Client's normal operation.
    3. Incident Service Levels

      Table 2 - Incident Service Levels

      Priority Level Priority Definition Restoration Time
      P1 Major Operational Incident
      Functionality of the Supported Service is materially impacted. For the avoidance of doubt, any failure of the functionality of the Supported Service which affects security, or regulatory compliance is deemed material;
      4 Hours
      P2 Significant Operational Incident
      Functionality of the Supported Service is materially impacted. For the avoidance of doubt, any failure of the functionality of the Supported Service which affects security, or regulatory compliance is deemed material;
      6 Hours
      P3 Minor Operational Incident
      Functionality of the Supported Service is materially impacted. For the avoidance of doubt, any failure of the functionality of the Supported Service which affects security, or regulatory compliance is deemed material;
      30 Hours
      P4 Non-Operational Incident:
      Functionality of the Supported Service is materially impacted. For the avoidance of doubt, any failure of the functionality of the Supported Service which affects security, or regulatory compliance is deemed material;
      50 Hours
      1. Calculating Restoration Time
        1. Table 2 - Incident Service Levels apply to disaster recovery and live production instances only. For the avoidance of doubt, Restoration Time for Incidents occurring in the user acceptance test environment or development environment will be deemed a Non-Operational Incident and therefore be prioritised as a P4 Priority Incident.
        2. When calculating Restoration Time, the following periods of time shall be excluded from the calculation:
          1. any period of time when a Record On Hold situation exists;
          2. any time during a Scheduled Maintenance Period, or;
          3. any time outside the contracted support hours, or;
          4. any time during a Force Majeure event, or;
          5. where a Disaster has been invoked by Experian acting reasonably.
      2. Excluded Services
        Incident Management shall not include any of the following Excluded Services, except where Experian decides, at its sole discretion, to perform them on a chargeable basis and the Client agrees to such charges in advance. The “Excluded Services” are:
        1. remedying Incidents which arise as a result of the failure of the Client to perform its obligations herein or failure of the Client to follow Experian's reasonable instructions, by way of email, or as otherwise agreed in writing;
        2. any services performed outside the contracted support hours;
        3. any Services performed at a location other than remotely.
    4. Incident Escalations

      Table 3 - Incident Escalations

      The parties will escalate issues or concerns in accordance with the following tables:
      Experian Hierarchical Escalation levels
      Level 1 - Service Desk
      Level 2 - Incident Manager
      Level 3 - Service Manager
      Level 4 - Lead Service Manager
      The Client Hierarchical Escalation levels
      Level 1 - Tech Service Desk
      Level 2 - Incident Manager
      Level 3 - Head of Service Delivery
      Level 4 - Head of Service Delivery
  6. Problem Management

    1. Experian obligations

      In respect of Incidents for which a resolution is not known; or which are recurring; or where a Workaround is implemented, Experian will (during Core Hours) use reasonable endeavours to investigate and restore Normal Service Operation by either application of an agreed Workaround or resolving the root cause of the Incident (“Problem Management”). Where a Problem exists, Experian shall create a Problem Record. Once a Root Cause and a Workaround is identified, Experian will create a Known Error Record and manage the Problem until Resolution.
    2. Early Life Support

      Experian shall provide Early Life Support to the Client. Early Life Support shall continue until the later of (i) a period of four weeks from and including the Live Date and (ii) the successful resolution of any Priority 1 and Priority 2 incidents (“Early Life Support Period”).
  7. Service Request Management

    1. Experian obligations

      In respect of Service Requests, Experian shall fulfil the Service Request during the Core Hours within the relevant Fulfilment Time stated in the Service Catalogue (“Service Request Management”).
    2. Client obligations

      The Client shall submit Service Requests to Experian, by email, or as otherwise agreed in writing.
  8. Operational Change Management

    1. Experian obligations

      Experian shall:
      1. provide the Client with the function to raise a Request for Change via email, or as otherwise agreed in writing, to the Service Desk, to manage and control Change, minimising disruption to the Supported Service;
      2. manage Change Requests during Core Hours, including acknowledgement of Change Request receipt, communicated by way of email, or as otherwise agreed in writing, to the Client;
      3. provide the Client with an Initial Response, dependant on the Change Type, as stated within the Table 4 - Change Service Levels below. This will include any requests for further information and, where possible, inclusion of Change details, such as Implementation targets, resource requirements, etc.;
      4. reserve the right to revoke the classification of a “Standard” change, if deemed at risk. Reversal is subject to satisfactory evidence of sequential successful deployments.
    2. Client obligations

      The Client shall:
      1. if wishing to change the provision of the Supported Service, submit details of the Change Request, via email, or as otherwise agreed in writing;
      2. submit Change Requests with sufficient lead time to assure work is subjected to the necessary technical and procedural checks before being authorised;
      3. provide approval, via email, or as otherwise agreed in writing, and a confirmation of successful/satisfactorily performed UAT testing, prior to moving into Production;
      4. arrange further testing post Change implementation: If the client is not able or willing to organise this activity, they must provide confirmation, via email, or as otherwise agreed in writing, that any risks associated with implementing a Change without post Change testing are understood and accepted.
    3. Change Service Levels

      Table 4 - Change Service Levels

      Change Type Change Definitions Initial Response Implementation Target
      Standard Change A pre-authorised Change that is always low risk, common and follows a predefined procedure or work instruction; 1 Working Day where defined, as per Service Catalogue
      Mormal Change Any Change that is not a Standard Change; requiring authorisation, presenting potential risk, anything relatively uncommon or does not follow a predefined procedure or work instruction;

      e.g. Enhancements or Optimisations, Client Customisations, Solution/Design Build Changes
      10 Working Days varies; dependant on the complexity of the Change Request
      1. Change Service Level Implementation Target:
        1. Implementation Times apply to production instances only and do not apply to test or development environments.
        2. On completion of post testing analysis and acceptance, any changes made to production must be replicated into the subsidiary instances by the relevant party.
        3. When calculating Implementation Time, the following periods of time shall be excluded from the calculation:
          1. any period of time when a Change is being tested in UAT;
          2. any period of time when a Record On Hold situation exists;
          3. any time during Scheduled Maintenance Periods;
          4. any time outside of the contracted Core Hours;
          5. here a Disaster has been invoked by Experian.
      2. Excluded Services
        Operational Change Management shall not include any of the Excluded Services, except where Experian decides, at its sole discretion, to perform them on a chargeable basis. The “Excluded Services” are:
        1. Implementing Change which arises as a result of the failure of the Client to perform its obligations herein or failure of the Client to follow Experian's reasonable instructions or advice provided via email or as otherwise agreed in writing;
        2. if such a request will constitute a variation to the Support Services or any other Terms of the Schedule, utilisation of the standard Change Control Process shall be invoked;
        3. where larger project(s) are to be undertaken (in excess of twenty (20) Man Days) and which requires project management, consultancy and/or technical architect resources in addition to software engineers, then the rate(s) for such additional resources will be reasonably agreed between the parties on a case by case basis;
        4. any Services performed outside the agreed supported Core Hours;
        5. any Services performed at a location other than remotely;
  9. Client Service Management

    Experian Obligations

    Experian shall provide the Client with an ITIL accredited, point of contact during Core Hours in respect of this Agreement between the parties (“Service Manager”).
    1. Core Hours Client Service Management

      Experian shall
      1. provide hourly updates and representation in ongoing Experian investigations through to restoration of Priority 1 Incidents;
      2. provide an additional point of escalation to assist in enabling Experian to better understand the impact and urgency of an ongoing Incident, Problem or request;
      3. manage complaints regarding the Client's Support Services in line with our established complaints process;
      4. be accountable for the Client's monthly Service Report;
      5. be accountable for the Client's monthly Service Review to review the Service Report;
      6. in the event of a Service Level target not being attained, work with the Client to create and implement a service improvement plan;
      7. discuss a forecast plan of Experian and Client upcoming projects and changes relating to the Supported Service to assist the scheduling of forecasted work;
      8. proactively identify potential risks, registering relevant actions onto a risk register, and pursuing through to closure;
      9. develop, maintain and manage a detailed understanding of the Client's procured Services and business plans within a service portfolio, providing business recommendations, where applicable;
      10. be accountable for supporting the Client's scheduled annual audit, on request, including the tracking and mitigation of any audit findings, through to completion in a timely manner and keeping the Client informed of their status;
    2. Service Report

      Experian shall provide the Client a standard report (the “Service Report”), on the 10th working day of each calendar month, detailing Service performance monthly in arrears.
      1. Hosted Service Report

        Overview:

        1. monthly summary
        2. Service Level metrics

        KPIs:

        3. # Incident and Service Requests
        1. a. Total Volume
        2. b. Volume by Priority

        Availability:

        4. Monthly Availability %
        5. 12 month rolling Availability view

      2. Service Resumption Report
        In respect of Priority 1 Incidents, Experian shall create and deliver a report containing the following information within 3 days of Incident acknowledgement, followed by weekly updates on progress until the Priority 1 Incident is closed by Experian:
        • Report date
        • Incident reference no.
        • Incident Reported date and time
        • Incident start date and time
        • Service restored date and time
        • Software impacted
        • Report version no.
        • Client impact
        • Action taken to restore the service
        • Root Cause
        • Residual issues/actions
        • Sequence of events