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Ethixbase 360 Managed Services Schedule – Due Diligence Questionnaires
The provision of Managed Services by Ethixbase360 is subject to the terms of the:
- Ethixbase360 terms and conditions for the provision of Services (Terms). Words and expressions defined in the Terms have the same meanings in this Schedule;
- Order (as defined in the Terms) for Managed Services;
- additional terms and conditions set out in this Managed Services Schedule(together Managed Services Agreement).
In the event of any conflict, the following order of precedence will apply: this Managed Services Schedule, the Terms and the Order. However the Order will prevail if it refers to a specific provision of this Managed Services Schedule or the Terms and an intention to vary it.
This Managed Service Schedule contains:
– Schedule 1: Additional Definitions
– Schedule 2: Managed Services Description
– Schedule 3: Service Levels and Service Credits
– Schedule 4: Dependencies
Schedule 1 –Additional Definitions
In addition to the definitions set out in the Terms, the following words shall have the meaning set out below:
1.1 Managed Services: the services described in Schedule 2
1.2 Managed Services Team: Ethixbase360 personnel engaged in preforming the Managed Services.
1.3 Service Failure: Ethixbase360s failure to comply with a Service Level as reported in a Service Report.
1.4 Service Hours: the hours during which the Managed Services will be provided being 09.00 to 17.30 in Singapore Monday to Friday other than public holidays.
1.5 Service Level: the standard for performance of the Managed Services as set out in Schedule 4.
1.6 Service Report: a report issued by Ethixbase360 in accordance with Schedule 2.
Schedule 2: Managed Services
Section A – Description
Managed Services
1.1. The Managed Services shall be provided:
1.1.1. during Service Hours;
1.1.2. subject to the Service Exclusions in Part B of this Schedule;
1.1.3. in accordance with the Service Levels;
1.1.4. subject to satisfaction by Customer of the Dependencies.
Due Diligence Questionnaire Managed Service (DDQMS)
Background
Customer will use the Ethixbase360 Platform to send automated Due Diligence Questionnaires (DDQ) to third parties (DDQ recipients). Customer will provide the Managed Services Team with contact details for DDQ recipients (full name, and email addresses) using a template provided by Ethixbase360 (DDQ recipient contact details).
Ethixbase will manage completion of DDQs by DDQ recipients both via the Ethixbase360 Platform and by personal engagement in a manner designed to maximise the number of DDQ respondents as follows:
| Step | Task |
|---|---|
|
1 |
The text of email communications to DDQ recipients will be agreed with Customer. |
|
2. |
The Managed Services Team will upload the DDQ recipient contact details into the Ethixbase360
Platform.
|
|
3. |
The Ethixbase360 Platform will populate the DDQ recipient contact details and automatically send an
invitation to complete the DDQ to DDQ recipients using DDQ recipient contact details.
|
|
4. |
The Ethixbase360 Platform will send up to two email reminders to each DDQ recipient as needed to
prompt completion of the DDQ. Platform email reminders will be sent 7 and14 days following the
date of the invitation to complete the DDQ. |
|
5. |
If more than two email reminders are required, the Managed Services Team will follow up directly
with non-responders through up to three personalised emails designed to improve response rates.
As required, personalised emails will be sent 21, 28 and 35 days following the date of the invitation
to complete DDQ. |
|
6. |
The Managed Services Team will escalate the identity of non-responders to Customer in accordance
with Ethixbase360s escalation policy. |
|
7. |
If necessary, the Managed Services Team will report to Customer any failed email addresses based
on automatic bounce back replies (e.g. the recipient has left the third party organization). |
Reporting
Managed Service activity will be reported by Ethixbase360 monthly including the number of DDQ recipients for whom personalised emails were required and percentage of DDQs responded to in the prior month (Service Report). The Service Report will identify any failure by Ethixbase360 to attain the Service Levels.
Service Reports will be discussed at Quarterly Business Reviews (QBR) between Customer and Ethixbase360.
At the second QBR for each Year, Customer and Ethixbase360 will review the number of DDQs (a) already sent in that Year; and (b) projected to be sent for the reminder of the Year (Total DDQs). If the Total DDQs exceed or fall short of the number of DDQs specified in the Order by +/- 5%, the Price for the remainder of the Year shall be increased or decreased on a pro rate basis accordingly.
3. Part B – Managed Service Exclusions
The Managed Services do not include:
• technical queries in relation to the operation of Ethixbase360 Platform or DDQ
• amendments to Ethixbase360’s standard DDQs
• data cleansing of DDQ recipient contact details
• DDQ response analysis or gap spotting/reporting
Schedule 3 – Service Levels
The following Service Levels will be applicable to the Managed Service:
| SLA Measure | Target performance |
|---|---|
|
Percentage responses: a target DDQ response* rate
percentage (TRR) will be agreed with Customer
and set out in the Order in respect of each DDQ. |
The % of DDQ’s sent out during a Year that receive a
response* will not be less than the TRR.
|
*“response” means the DDQ recipient responded to a DDQ whether or not the response was complete Service Levels apply during Service Hours.
Support Requests
1.1. Support requests may be submitted by Customer by the following methods:
In relation to technical issues with the Ethixbase360 Platform:
• By logging a ticket via https://ethixbase.zendesk.com/hc/en-us – recommended route for
immediate support
• By email, direct to our Support email address: [email protected]
In relation to the Managed Services:
• By email, direct to our Managed Services Support email address: [email protected]
Support requests made by other means (such as by emailing or calling an Account Manager or any other individual at Ethixbase360) will be responded to once our Support Team becomes aware of them but will not be covered by this Schedule.
Service Credits
1.1 If Service Reports demonstrate a Service Failure, Customer will be eligible to receive a Service Credit calculated as set out below:
C = P x (1- (ARR/TRR))
ARR = Actual % DDQ Completion Rate measured across a Year
C = Service Credit
P = Price for the Managed Service for the relevant Year
TRR = Target % DDQ Completion Rate as agreed with Customer measured across a Year
1.2 Service Credits will be deduced against the next invoice issued by Ethixbase360 for Managed Services following the Year during which the Service Failure occurred.1.3 The total Service Credits for any Calendar Quarter shall not, under any circumstances exceed 5% of the Price for Managed Services paid to Ethixbase360 for that Year.
1.4 Except as required by law, Service Credits are Customer’s sole and exclusive remedy for any Persistent Service Failures.
1.5 The Parties acknowledge that each Service Credit is a genuine pre-estimate of the loss likely to be suffered by Customer and does not represent a penalty.
1.6 Service Credits are not convertible into cash and Ethixbase360 shall not in any circumstances be obliged to pay any money or make any refund to Customer.
1.7 Any Service Failure caused by one of the following will be excluded from the calculation of Ethixbase360’s compliance with the Service Levels:
• incorrect or invalid DDQ recipient contact details;
• DDQ recipient does not exist;
• failure by DDQ recipients to comply with instructions for completion of DDQ or fully complete
DDQ;
• maintenance needed for the security or performance of Ethixbase360 systems;
• failure by Customer to fulfil a Dependency;
• actions taken by or at the request of Customer or any third party on Customer’s behalf;
• breach by Customer of the Managed Services Agreement including the Fair Use Policy;
• Customer or third party provided equipment, software or other technology;
• Force Majeure events;
• denial of service attacks, virus activity, hacking attempts, or any other circumstances that are not within Ethixbase360’s control
Schedule 4 – Dependencies
Customer shall be responsible for the following (Dependences):
Specific Dependencies
1.1. The Customer shall:
1.1.1. notify the Recipients that the DDQ will be issued and of their responsibility to complete them within the context of Customer’s compliance program
1.1.2. redirect to Ethixbase360 in a timely fashion any DDQ recipient queries received relating to technical access to DDQs
1.1.3. follow up with DDQ recipients requesting telephone contact in any language other than English;
1.1.4. ensure that Managed Services are sufficient to enable it to comply with its legal or regulatory obligations. Ethixbase360 does not provide legal advice and the provision of Managed Services does not constitute the provision of legal advice.
1.1.5. make all decisions in relation to the termination or alteration of the terms of or termination of discussions in relation to, any commercial relationship with a DDQ subject as the result of output of the Managed Service.
5. General Dependencies
1.2. The Customer shall:
1.2.1. co-operate with Ethixbase360 in the delivery of the Managed Services;
1.2.2. ensure it has a valid legal basis for sending DDQs to DDQ recipients;
1.2.3. provide all information reasonably required for Ethixbase360 to provide the Managed Services.
Our Governance
UN Global Compact
We fully support the UNGC’s call to align strategies and operations with universal principles on human rights, labour, environmental and anti-corruption in order to take action that advance societal goals.
Our ESG Governance
Our Board of Directors directly oversees our policies and operational controls for environmental, social and regulatory risk. This is led by our Chairman and our Chief Executive Officer. The Board meets regularly on ESG issues to set goals, budgets, and monitor implementation.
Our ESG Commitment
We strive to build a sustainable, equitable, healthy, and diverse business through a combination of innovative data driven SaaS solutions and exemplary internal environmental, social and governance (ESG) performance.
Our Environmental Stewardship
We believe that climate change is one of the greatest risks to our world, thus we aim to embed environmental stewardship in everything we do. We believe we have a responsibility to minimize environmental impact of our business.
Our Company Culture
We know that it is crucial to create safe, healthy and inspiring workplaces where people feel valued. We offer competitive compensation and benefits to all regular full-time employees. Leaders are encouraged to demonstrate an “open door policy” and employees are encouraged to provide feedback.
Our Diversity and Inclusion
We embrace and value diversity in all its forms, irrespective of gender, sexual orientation, age, ethnicity or cultural background. Equal opportunity is integral to our recruitment process and it is our aim to develop a community of diverse talent.
