Circularo SaaS Service Level Agreement

Effective From: August 18, 2023 (Version 1.1)

Introduction

This Circularo SaaS Service Level Agreement ("SLA") describes the level of Circularo SaaS service availability. This SLA is incorporated by reference into the Circularo Terms of Service (available at URL) ("Terms of Service"). If you have any questions about this SLA, how it applies to you or would like an earlier version, please contact us at info@circularo.com.

Definitions

1. All capitalized words in this SLA have the same definition as the Terms of Service, except for the following terms that have the following meaning:

1.1. Circularo SaaS means a subscription to Circularo 'software-as-a-service' (SaaS) as defined in the Terms of Service;

1.2. Downtime means the time (in minutes) that a Service is not fully available for access by you or, if accessible, not available for data input by you and determined in accordance with this Agreement, but excluding Scheduled Maintenance;

1.3. Per-Use Charges mean charges additional to fees for your Subscription. Per-Use Charges include any charges for 'Add-ons', customisations or configuration, any Support Plan that is not a Standard Support Plan (as defined in the Support Policy), Professional Services (as defined in the Professional Service Terms and Conditions) or any other third-party services;

1.4. Scheduled Maintenance means periodic, intentional Service unavailability during which we will perform Service maintenance, repairs and upgrades, add features or enhance existing features;

1.5. Section means a section of this SLA;

1.6. Service Level Credit means the amount credited to you and calculated in accordance with Section 6;

1.7. SLA Percentage means the percentage defined in Section 6;

1.8. Support Availability Hours means the days and times during which we are available to provide support. This does not mean we will resolve an issue raised in a Service Request;

1.9. Support Hour means a period of 60 minutes during the Support Availability Hours; and

1.10. Quarter means each fiscal quarter (January 1 - March 31; April 1 - June 30; July 1 - September 30; October 1 - December 31).

Scope of SLAs

1. Applicability. These SLAs apply to the Pro, Business and Enterprise Subscription Plans. If you have an Ultimate Subscription Plan, our service level obligations are described in a separate agreement.

2. Exclusions. These SLAs do not apply to: (a) (API) the Circularo Rest API; (b) (Trial Subscriptions) a Trial Subscription, including any period of extension; (c) (Third Party Software) any third party software that integrates with the Circularo SaaS, even if these are made available by us.

Service Commitment

3. Uptime Commitment. Circularo will use commercially reasonable efforts to provide a 99.95% Uptime for all Subscription Plans ("Uptime Commitment").

4. Uptime Definition. Uptime is the time (in minutes) that the server providing you access to the Services is available and all material Service functionality is available for use by you. Uptime is expressed as a percentage of the total possible time (minutes) that you are entitled to use the Service during any Quarter during your Subscription Period. This commitment can also be expressed as:

[(total minutes in Quarter - Downtime) / total minutes in 4 months] >99.95%

5. Downtime calculation. Downtime will be recorded by us using server monitoring software and is determined in reference to: (a) server side error rate, ping test results, web server tests, TCP port tests and/or website tests; and (b) server availability in your region. Upon request, we will share these records with you and you agree that the Downtime recorded by us will be determinative.

Service Level Credits

6. Entitlement. If at any time during your Subscription Plan, we do not achieve our Uptime Commitment for duration of the Downtime shown below, you are entitled to the following Service Level Credit:

7. Calculating Credits. Service Level Credits are calculated by applying the SLA Percentage to one-twelfth (1/12) of the annualized fee for your Subscription Period payable by you (excluding Per-Use Charges and all VAT, GST and others taxes), in respect of the Service where we did not achieve our Uptime Commitment. Calculation of Service Level Credits can be expressed as:

[(Annual Subscription fees - Per-Use Charges - taxes) / 12 ) * SLA Percentage]

8. Applying Credits. We will credit you all Service Level Credits upon renewal of Subscription Plan. You agree that we can set-off all Service Level Credits against, part or all of, your next due payment. If there are no outstanding amounts for a relevant Service, upon written request, we will issue any Service Level Credit amount as a cash refund.

9. Aggregate Downtime. If a single incident gives rise to multiple occurrences of Downtime, as determined by us acting reasonably, you are entitled to a Service Level Credit only in relation to the longest Downtime occurrence.

10. Conditions. In order to be entitled to Service Level Credits:

10.1. you must provide us with written notice of Downtime occurrences no later than the end of the Subscription Period during which the Downtime occurred; and

10.2. at the time of the Downtime occurrence, you must not be in breach of your obligations under the Terms of Service, including any payment obligations;

10.3. the Downtime must not be caused by any act or omission by you, your Users or any representative or agent of you or your Users;

10.4. the Downtime must not be caused by any event outside our reasonable control (including, for the avoidance of doubt, any force majeure event); and

10.5. the Downtime must not be caused by your delay or failure (or that of your Users, representatives or agents) to act in a manner reasonably requested by us and such failure materially adversely impacts our ability to limit Downtime.

11. Limitations. Unless you are renewing your Subscription Plan, your entitlement to Service Level Credits end at the expiry of your current Subscription Plan or termination if the Terms of Service are terminated. Except as stated in this SLA, Service Level Credits are not refunds and cannot be exchanged for cash. Your entitlement to Service Level Credits cannot exceed one sixth (⅙) of the all Subscription fees payable for the last Subscription Period. Your entitlement to Service Level Credits will constitute your sole and exclusive remedy for any unavailability or non-performance of the Services.

Scheduled Maintenance

12. Maintenance. You understand and agree that we may undertake regular Scheduled Maintenance and upgrades of the Services and that this may result in Downtime.

13. Maintenance Limitations. We will endeavor to:

13.1. ensure any Scheduled Maintenance that results in Downtime does not cumulatively exceed 16 hours in any given Quarter;

13.2. minimize the duration and impact of all Scheduled Maintenance; and

13.3. give you at least 48 hours’ advance notice of any Scheduled Maintenance. We will display alerts of the dates and times for Scheduled Maintenance in the Service.