Service Level Agreement

This Service Level Agreement (“SLA”) governs your use of SLA Eligible Services (as defined in the table below) and accompanies the FlatPeak Terms of Service (the “Agreement”) entered into between you, the Customer and FlatPeak. Capitalized terms used in this SLA that are not defined herein have the meanings given to them in the Agreement.

No service level agreement applies to Services that are not qualified as an SLA Eligible Service in this SLA.

​

Definition of Uptime

We will use commercially reasonable efforts to make each SLA Eligible Service you purchase available with an Uptime Percentage of at least the Uptime Percentage Threshold for the applicable SLA Eligible Service listed in the table below.

​

SLA Eligible Services

​

Definition of Unavailability

“Unavailable” or “Unavailability” means the following based on the specific SLA Eligible Service:

For purposes of calculating whether we have met the applicable Uptime Percentage Threshold and notwithstanding anything to the contrary, an SLA Eligible Service will not be considered to be Unavailable if such Unavailability is caused by or arises out of one of the following (“Uptime Exclusions”):

• Factors outside of our reasonable control, including, without limitation, any force majeure event, weather event, influences of buildings and structures (where applicable to the relevant SLA Eligible Services), telecommunications provider-related problems or issues, internet access or related problems occurring beyond the demarcation point of our service (or of our direct hosting subcontractors (i.e beyond the point in the network where we maintain access and control over the relevant Services), compliance with a regulatory requirement, direction or like obligation under or under applicable law;
• Any disruptions, degradation or failures of service resulting from changes, updates or modifications made to third-party services.
• Any action or inaction by you, your users, or any third party (other than our agents and subcontractors) including, where applicable to the SLA Eligible Services, your failure to comply with our instructions and your failure to provide reasonable access to relevant equipment;
• Issues resulting from or arising out of your applications (including Customer Applications), equipment, software or other technology and/or third-party equipment, software or other technology not provided by FlatPeak;
• Our ability to suspend or terminate your access to the applicable Service by the Agreement;
• Any scheduled maintenance;
• Use of the applicable SLA Eligible Service in breach of the Agreement;
• Beta (Early Access) Products;

In the event we do not meet the applicable Uptime Percentage Threshold for the SLA Eligible Service you purchased, you will be entitled to request the applicable Service Credit listed in the table below. In each case you believe you are entitled to a Service Credit, you must notify us of such entitlement based on the applicable Credit Request Procedure below.

​

Service credits

The Service Credits are granted at our sole discretion and only after our confirmation of the nature and accuracy of any alleged Unavailability. Service Credits will not entitle you to any refund or other payment from us. Service Credits may not be transferred or applied to any other FlatPeak account.

​

Sole Remedy

Unless otherwise expressly provided in the Agreement, your sole and exclusive remedy for any unavailability, non-performance, or other failures by us to provide each SLA Eligible Service is the receipt of a Service Credit (if eligible) in accordance with the terms of the Agreement.

​

Who cannot claim

You will not be eligible for any Service Credits if (i) you breached the Agreement, or (ii) your claim relates to an aspect of our Services for which Service Credits do not apply (including where Service Credits are not specified as applicable in the Agreement).