Service Level Agreement

Last updated: 23 September 2021

This Service Level Agreement (“SLA”) forms part of the Agreement between the Customer (as defined in the relevant Order Form, also referred to as “you”, “your”) and Pactly Private Limited (the “Company”, also “we”, “us” and “our”). The Company will use commercially reasonable efforts to maximize the availability of our Services (as defined in the Agreement) and provides performance standards as detailed below. 

1. Applicability

1.1 This SLA applies only to subscriptions for the Company’s cloud application hosted at https://app.pactly.ai (the “Application”) and for our fully-managed private deployments of the Application (e.g. private cloud deployments). It does not apply to any other product offered by Pactly. We will provide at least 90 days’ advance notice for adverse changes to this SLA.

2. Definitions

2.1 As used in this SLA, the following terms shall have the meanings specified below. Any capitalised terms not defined in this SLA shall have the meaning given to the relevant Agreement.

"month" refers to a calendar month.

"Applicable Monthly Service Fees" means the total fees paid by the Customer for the annual subscription to the Application, pro-rated for the relevant month in which Downtime occurred.

"Downtime" is calculated on a monthly basis and is the total number of minutes during the month that the Application was unavailable. A minute is considered unavailable if all of the Customer’s continuous attempts to access the Application within the minute fail. Downtime does not include partial minutes of unavailability or scheduled downtime for maintenance and upgrades.

"Monthly Uptime Percentage" is calculated on a monthly basis and is calculated as:

For subscriptions to the Application that commences mid-month, it shall be assumed to be 100% available for the portion of the month that the subscription had not commenced.

"Service Credit" is the percentage of the Applicable Monthly Service Fees to be credited to you if Pactly approves your claim, as set forth in the table above.

3. Monthly Uptime Percentage

If we do not achieve and maintain the Monthly Uptime Percentages set forth in the table below, then you may be eligible for a Service Credit.

4. Customer Obligations

4.1 To be eligible for a Service Credit:

• You must log a support ticket with Pactly (at https://help.pactly.com) within 24 hours of first becoming aware of an event that impacts service availability.
• You must submit your claim and all required information by the end of the month immediately following the month in which the Downtime occurred.
• You must include all information necessary for Pactly to validate your claim, including: 
• (i) a detailed description of the events resulting in Downtime, including screenshots of the errors to corroborate your claimed outage (with any confidential or sensitive information in the screenshots removed or replaced);
• (ii) information regarding the time and duration of the Downtime; and
• (iii) the number and location(s) of affected users (if applicable).
• You must reasonably assist Pactly in investigating the cause of the Downtime and processing your claim.
• You must comply with your applicable Pactly cloud service agreement, applicable documentation and any advice from our support team.

5. Service Credits

5.1 We will process claims within 45 days of receipt. If we determine that you have satisfied the customer obligations above and that none of the below limitations apply to your claim, we will grant you a Service Credit.

5.2 We will apply any Service Credit to a future invoice or payment for the Application. Service Credits will not be applied to fees for any other Pactly services. Service Credits are your sole and exclusive remedy under this SLA.

6. Limitations

6.1 Downtime does not include, and you will not be eligible for a Service Credit for, any performance or availability issue that results from:

• Factors outside of our reasonable control, such as natural disaster, war, acts of terrorism, riots, government action, or a network or device failure at your site or between your site and the Application;
• Services, hardware, or software provided by a third party, such as cloud platform services on which the Application runs;
• Incorrect use of your password or equipment to access our Application; or
• Your or any third party’s (a) improper use or configuration of the Application, or (b) failure to follow appropriate security practices.