This Service Level Agreement (“SLA”) will be considered part of your Agreement with the SpendHQ entity listed in your Order Form (together with its successors and assigns, “SpendHQ,” “we,” “us” or “our”). Terms not defined below will have the meanings as set forth elsewhere in the Agreement.
We will use commercially reasonable efforts to make the Platform and Services available to you with a Monthly Uptime Percentage of at least 99.50% during a calendar month (our “Uptime Commitment”). Subject to the SLA Exclusions listed below, if we fail to meet the Uptime Commitment, then you will be eligible to receive a Service Credit.
“Monthly Uptime Percentage” is calculated by subtracting from 100% the percentage of minutes during the month in which the Platform or Services are Unavailable. Monthly Uptime Percentage measurements exclude downtime resulting directly or indirectly from any SLA Exclusion.
“Scheduled Maintenance” means scheduled Unavailability of the Platform or Services as announced by us prior to the Platform or Services becoming Unavailable.
“Service Credit” means a credit denominated in U.S. dollars, calculated as set forth herein, that we may credit to your SpendHQ account.
“Unavailable” or “Unavailability” means, with respect to your access to the Platform or use of the Services: (a) the Platform is experiencing a complete outage and is offline; (b) one or more of the Services is experiencing a complete outage and is offline; or (c) a Service considered critical to the proper operation of your business is so severely degraded as to render the Platform functionally inoperable.
3. SERVICE LEVEL COMMITMENT & SERVICE CREDIT
Service Credits are calculated as a percentage of your total Fees for Services prorated for a calendar month (“Month”) in which the Unavailability occurred, applied proportionally to the Services that were Unavailable, in accordance with the schedule below:
We will apply any Service Credits against future Fees due from you. Service Credits are not refunds and cannot be exchanged into a cash amount or transferred to a third party. Service Credits will be capped at a maximum of 30 days of Fees for Services. You will forfeit any right to Service Credits if you have an outstanding balance on your account at the time Service Credits are due to be issued. Service Credits will expire automatically upon termination of the Agreement for any reason.
4. SERVICE CREDIT REQUEST & PAYOUT PROCEDURES
To receive a Service Credit, please submit your request to us by email at firstname.lastname@example.org. All requests for Service Credits must be received within 15 days following the end of the Month in which we fail to meet the Uptime Commitment. Once submitted, we will validate the Service Credit request and, if the Monthly Uptime Percentage associated with your request is less than the Uptime Commitment, we will issue the Service Credit to your SpendHQ account to be applied at your next billing cycle for Services.
5. SLA EXCLUSIONS
Our Uptime Commitment does not apply to Unavailability:
- that results from your violation of the Agreement;
- that is caused by factors outside of our reasonable control, including any Force Majeure Event;
- that results from Third Party Services, including outages or downtime caused by a third-party internet service provider (like AWS);
- That results from your own equipment, software or other technology;
- That results from Scheduled Maintenance;