1. Service Commitment
1.1. Object Matrix will use commercially reasonable efforts to make the Cloud Services each available with a “Monthly Uptime Percentage”, as described in paragraph 2.2 below, during each month(the “Service Commitment”).
1.2. In the event the Cloud Service does not meet the Service Commitment and you are unable to use or access the Cloud Services (a “Service Failure”):
1.2.1. you must notify Object Matrix in writing of the Service Failure in accordance with paragraph 3 below; and
1.2.2. subject to paragraph 1.2.1, you will be eligible to receive a Service Credit as described in paragraph 2.
2. Service Credits
2.1. Subject to paragraph 4, Service Credits are calculated as a percentage of the monthly subscription charges paid by you for the applicable Cloud Service affected for the month in which the Monthly Uptime Percentage fell within the ranges set forth in the table below.
2.2. For all requests not otherwise specified below:
Monthly Uptime Percentage
Service Credit Percentage
|Less than 99.9% but greater than or equal to 99.0%||10%|
|Less than 99.0% but greater than or equal to 95.0%||25%|
|Less than 95.0%||100%|
2.3. We will apply any Service Credits only against future payments otherwise due from you in consideration of the Cloud Service(s). Service Credits will not entitle you to any refund or other payment from Object Matrix. Service Credits may not be transferred or applied to any other account. The Service Credit shall only apply and be calculated against the Cloud Service at fault. Where a particular Cloud Service was provided free of charge no Service Credit shall by payable by Object Matrix in respect of the free service. Where the Customer has purchased more than one Cloud Service as a bundle, the maximum Service Credit shall not exceed the total price paid by the Customer in respect of the Cloud Service bundle.
2.4. Unless otherwise provided in the Agreement, your sole and exclusive remedy for any Service Failures (including, for the avoidance of doubt, any unavailability, non-performance, or other failure by us to provide the Cloud Services) is the receipt of a Service Credit (if eligible) in accordance with the terms of this SLA.
3. Credit Request and Payment Procedures
3.1. Support tickets must be raised by following the instructions found at “Opening a support case with Object Matrix”. To receive a Service Credit, you must submit a claim by Opening a Support Case with Object Matrix. To be eligible, the credit request must be received by us by the end of the second month after which the Service Failure occurred and must include:
3.1.1. the words “SLA Credit Request” in the subject line;
3.1.2. the billing cycle with respect to which you are claiming Service Credits together with the dates and times of each Service Failure that you are claiming; and
3.1.3. your support ticket that document claimed incident(s) when the Cloud Service did not meet the Service Commitment (any confidential or sensitive information in these logs should be removed or replaced with asterisks); and
3.1.4. details of the time periods for which you were unable to use or access the Cloud Services due to the Service Failure.
3.2. If the Monthly Uptime Percentage applicable to the month of such request is confirmed by us and is less than the applicable Service Commitment, then we will issue the Service Credit to you by offsetting the amount of the Service Credit from your next invoice. In the event that there are no subsequent invoices payable by you, we shall pay you the Service Credit within 30 days of termination or expiry of the Agreement unless otherwise agreed. Your failure to provide the request and other information as required above will disqualify you from receiving a Service Credit.
3.3. A Service Failure cannot be carried forward into another month and the Service Credit shall only apply in respect of Service Failures during the month to which they arose.
4. SLA Exclusions
4.1. The Service Commitment does not apply to, and Object Matrix shall be relieved of its liability in respect of, any Service Failure (including for the avoidance of doubt unavailability, suspension or termination) of its Cloud Service as a result of:
4.1.1. factors outside of Object Matrix reasonable control, including any force majeure event or Internet access or related problems;
4.1.2. that result from any actions or inactions of you or any third party, including (but not limited to) your breach of the Agreement;
4.1.3. that result from your equipment, software or other technology and/or third party equipment, software or other technology (other than third party equipment within our direct control);
4.1.4. arising from our suspension or termination of your right to use the Cloud Service in accordance with the Agreement; or
4.1.5. any planned maintenance undertaken by Object Matrix which is notified to you in advance; or
4.1.6. emergency maintenance;
(collectively, the “SLA Exclusions”).
4.2. If availability is impacted by factors other than those used in our calculation of the Monthly Uptime Percentage, then we may issue a Service Credit considering such factors at our discretion.
5. Definitions and Interpretation
5.1. The following definitions shall apply to this Software SLA:
- “Agreement” means the terms and conditions entitled Object Matrix Master Customer Terms and all documents referred to or incorporated therein (as varied or updated from time to time). “Cloud Services” means the cloud or hosted software services procured by the Customer from Object Matrix as described in the Quote.
- “Monthly Uptime Percentage” is the number of hours that you were unable to use or access the Cloud Services due to a Service Failure, divided by the number of hours in the calendar month (for example, where a Service Failure occurred for two and a half hours during September, the Monthly Uptime Percentage would equal: 2.5 hours divided by (30 days x 24 hours) multiplied by 100 = 0.35% of downtime due to the Service Failure, being 99.65% as the Monthly Uptime Percentage.
- “Quote” means the electric or physical form (including its schedules, annexes and appendices (if any)) ordering certain services entered into by you (or on your behalf) and Object Matrix, incorporating Agreement.
- A “Service Credit” is a monetary credit (issued in the currency specified on the Quote), calculated in accordance with paragraph 2, that Object Matrix may credit back to in accordance with this Cloud Services SLA.
5.2. Any other terms or definitions used in this SLA but not defined shall have the meaning given to them in the Agreement.
5.3. For the avoidance of doubt, this SLA forms part of, and is governed by, the terms set out in the Agreement.