1.1 This Service Level Agreement applies to the Platform as set out in the Terms of Service (Terms of Service). In the event of any inconsistency between this Service Level Agreement and the terms of the Terms of Service, the terms of Terms of Service will take
2.1 Unless the context requires otherwise, defined terms in the Terms of Service have the same meaning in this Service Level Agreement and the following definitions also apply:
Availability means (Total Minutes - Downtime)/(Total Minutes) ×100.
Availability Target means 95.0%.
Downtime means the number of whole minutes within the relevant calendar month that you are unable to access the Platform. Downtime does not include the time that the Platform is unavailable due to Scheduled Downtime, Emergency Maintenance or an Excluded Event.
Emergency Maintenance means any maintenance deemed necessary to protect and maintain the security or integrity of the Platform.
Excluded Event means each of the following:
(a) failure caused by any software, hardware or other components outside our network or not provided by us;
(b) any trial or beta software (being any software released to the market for testing and feedback);
(c) Force Majeure Event;
(d) any resource reduction directed and approved in writing by you despite our written notice that such reduction may result in that failure or less than optimum performance;
(e) any modification, revision, variation, translation or alteration of the Platform that is not authorised by us;
(f) failure of access circuits to our network or upstream providers, unless such failure is caused solely by us;
(g) your acts or omissions (or the acts or omissions of others engaged or authorised by you), including, without limitation, any negligence, willful misconduct, or use of the Platform in breach of the Terms of Service;
(h) outages elsewhere on the internet that hinder or prevent access to the Platform or your account;
(i) failure caused by Your Data; and
(j) IP address blacklisting by third parties.
Failure means that we have failed to achieve the Availability Target for the Platform in the relevant calendar month.
Scheduled Downtime means planned maintenance or upgrades to the Platform in accordance with advance notice provided to you.
Service Credit means any fee rebate as determined in accordance with clause 3.3.
Service Credit Request has the meaning given to it in clause 3.2.
Total Minutes means the total number of minutes in the relevant calendar month.
3.1 During the Subscription Period, we will use commercially reasonable efforts to provide you with the Platform in accordance with the Availability Target.
3.2 If in any calendar month you encounter a Failure, you may claim the applicable Service Credit in accordance with the terms of this Service Level Agreement. To claim a Service Credit, you must send us a notice within 15 days of the end of the calendar month in which the Failure occurred (“Service Credit Request”). A Service Credit Request must include details of all the dates and times in which you experienced the Downtime in the relevant calendar month and any other information reasonably requested by us.
3.3 During the Subscription Period, the Service Credits are to be calculated as follows:
Less than 95.0% but greater than or equal to 90.0%
10%
Less than 90.0%
20%
3.4 If we assess your Service Credit Request and confirm that we have not met the Availability Target, we will, where the Subscription Period has not ended, apply the relevant Service Credit based on the Availability achieved to the Fees in the next invoice for the Platform.
3.5 Service Credits are non-transferrable and are not redeemable for cash. No refunds or cash value will be given for any unused Service Credits.
3.6 Despite anything to the contrary, you are not entitled to any Service Credit:
(a) that, where clause 3.4 applies, exceeds 20% of the Fees due in the next invoice;
(b) for so long as any undisputed invoice is overdue; or
(c) if you are in breach of the Terms of Service.
We may, at any time and at our discretion, vary this Service Level Agreement. If we change what is available as part of your Subscription, we will provide you with at least 30 days’ notice of the change, in line with our Terms of Service.
For any questions or notices, please contact us at:
Skhema AU Pty Ltd (ABN 36 646 546 447)
Email: support@skhema.com
Last updated: October 31, 2022
