Enterprise Bot Service Level Agreement

Service Level Agreement

Version 2.0 — Effective 14 August 2019

 
 

This Enterprise Bot Service Level Agreement (“SLA”) applies in addition to the master subscription agreement (whether formed by separately executed agreement or by acceptance of the Enterprise General Terms of Use located at https://enterprisebot.ai/terms-and-conditions) in place between Customer and Enterprise Bot (“Agreement”). In the event of any conflict between this SLA and the Agreement, this SLA shall prevail to the extent of any inconsistency. Capitalized terms used but not defined herein have the meanings assigned to them in the Agreement.

Enterprise Bot may amend this SLA from time to time by posting an amended version at its website and sending Customer notice thereof (an email to Customer’s system administrator of the Services being sufficient). Such amendment will be deemed accepted and become effective as per the effective date stated in the amended SLA (the “Proposed Amendment Date”) unless Customer rejects the amendment in writing (an email to legal@enterprisebot.ai being sufficient) within 30 days after receiving the notice from Enterprise Bot. In the event of such rejection, this SLA will continue under its original provisions, and the amendment will become effective at the start of Customer’s next subscription term following the Proposed Amendment Date. Customer’s continued use of the Platform following the effective date of an amendment will confirm Customer’s consent thereto. This SLA may not be amended in any other way except through a written agreement by authorized representatives of each party.

1. Definitions

1.1 “Downtime" means any period during which the Customer is unable to access the Services, as measured at the Enterprise Bot network by industry standard tools, due to an Issue which prevents the majority of Customer Users from accessing the Services, expressly excluding (i) Scheduled Downtime, and (ii) any unavailability caused by circumstances beyond Enterprise Bot’s reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem (other than one involving Enterprise Bot employees), Internet service provider failure or delay, Non-Enterprise Bot Application, or denial of service attack.

1.2 “Issue” means a single, reproducible issue or problem affecting the functionality of the Services for Customer.

1.3 “Scheduled Downtime” means a scheduled time period in which the Services is unavailable for use. Enterprise Bot will give advance electronic notice of Scheduled Downtime.

1.4 “SLC Credit” means the credit that may be available to a Customer who has subscribed to Gold or Silver Services under the applicable Order Form and as specified under Service Level Commitments below.

1.5 “Support Services” means telephone, email or web-based assistance in the resolution of Issues reported by Customer to Enterprise Bot. Available Support Services are:

  • “Standard Services” which is included the Customer’s purchase of the Services;
  • Silver Services” which is purchased by the Customer and identified under the applicable Order Form; or
  • “Gold Services” which are purchased by the Customer and identified under the applicable Order Form.

1.6 “Uptime Percentage" means the total number of minutes in a calendar month minus the number of minutes of Downtime experienced in such calendar month, divided by the total number of minutes in such calendar month.

2. Service Level Commitments

2.1 Standard Services

For Customers with Standard Services, Enterprise Bot will use commercially reasonable efforts to meet an Uptime Percentage of at least 95%.

2.2 Silver Services

For Customers with Silver Services, Enterprise Bot will use commercially reasonable efforts to meet an Uptime Percentage of at least 97%. If Enterprise Bot fails to meet the Service Availability SLA during any one calendar month period, then you will be eligible for a service credit (the “Service Credit(s)”) in the amount of five percent (5%) of the monthly fee for the affected service. For every additional one (1) percent of the calendar month that Service Availability is unavailable, you will be eligible for an additional Service Credit in the amount of five percent (5%) of the monthly service fee for the affected service, up to 50% of the monthly service fee.

Customers who have purchased Silver Services will be eligible to receive SLC Credits provided that:

(1) Customer has reported an Issue related to a Downtime event by filing a ticket with Enterprise Bot support within fifteen (15) days of the Downtime event; and (2) once Customer receives the Uptime Percentage report provided by Enterprise Bot and confirms Uptime Percentage as below 97% in the month the issue was experienced, Customer has provided Enterprise Bot a written claim request for SLC Credits within fifteen (15) days of the date of uptime percentage report.

The SLC Credits will be equal to the SLC Credit percentage multiplied by the fees paid by Customer for the Services that are attributable to the corresponding calendar month (calculated on a straight line, pro-rated basis with respect to any fees paid in advance) and then pro-rated for based on affected Users. Notwithstanding anything to the contrary, in no event will the total amount of SLC Credits if any, exceed the fees paid by Customer for the Services in the corresponding month. For clarity, for the purpose of calculating SLC Credits, calendar months are calculated based on Central European Time Zone.

The SLC Credit is Customer's sole and exclusive remedy for any failure by Enterprise Bot to meet any service level obligations pertaining to the Services as set out in this SLA. Customer is not eligible to receive SLC Credits during any period of time when payments owed are past due.

For Customer Order Forms placed through Enterprise Bot, SLC Credits will be issued by Enterprise Bot, as determined in Enterprise Bot’s sole discretion, either by applying to future billing cycle(s) or as a refund against annual fees earlier paid. For Customer Order Forms placed through a Reseller, SLC Credits, if any, will be issued as provided in the applicable agreement between Customer and Reseller.

2.3 Gold Services

For Customers with Gold Services, Enterprise Bot will use commercially reasonable efforts to meet an Uptime Percentage of at least 99.7%. If Enterprise Bot fails to meet the Service Availability SLA during any one calendar month period, then you will be eligible for a service credit (the “Service Credit(s)”) in the amount of five percent (5%) of the monthly fee for the affected service. For every additional one (1) percent of the calendar month that Service Availability is unavailable, you will be eligible for an additional Service Credit in the amount of five percent (5%) of the monthly service fee for the affected service, up to 50% of the monthly service fee.

Customers who have purchased Gold Services will be eligible to receive SLC Credits provided that:

(1) Customer has reported an Issue related to a Downtime event by filing a ticket with Enterprise Bot support within fifteen (15) days of the Downtime event; and (2) once Customer receives the Uptime Percentage report provided by Enterprise Bot and confirms Uptime Percentage as below 99.7% in the month the issue was experienced, Customer has provided Enterprise Bot a written claim request for SLC Credits within fifteen (15) days of the date of uptime percentage report.

The SLC Credits will be equal to the SLC Credit percentage multiplied by the fees paid by Customer for the Services that are attributable to the corresponding calendar month (calculated on a straight line, pro-rated basis with respect to any fees paid in advance) and then pro-rated for based on affected Users. Notwithstanding anything to the contrary, in no event will the total amount of SLC Credits if any, exceed the fees paid by Customer for the Services in the corresponding month. For clarity, for the purpose of calculating SLC Credits, calendar months are calculated based on Central European Time Zone.

The SLC Credit is Customer's sole and exclusive remedy for any failure by Enterprise Bot to meet any service level obligations pertaining to the Services as set out in this SLA. Customer is not eligible to receive SLC Credits during any period of time when payments owed are past due.

For Customer Order Forms placed through Enterprise Bot, SLC Credits will be issued by Enterprise Bot, as determined in Enterprise Bot’s sole discretion, either by applying to future billing cycle(s) or as a refund against annual fees earlier paid. For Customer Order Forms placed through a Reseller, SLC Credits, if any, will be issued as provided in the applicable agreement between Customer and Reseller.