Service Level Agreement

This Service Level Agreement (“SLA”) forms part of the Agreement between the parties for the provision of the Omnichat Services to Customer.

1. Definitions
1.1. “Downtime” means the total number of minutes during which the Platform is unavailable to a Customer during the relevant Subscription Period in a calendar year, excluding any Excluded Minutes.

1.2. “Excluded Minutes” means minutes of Platform unavailability attributable to the circumstances set “Excluded Minutes” means minutes of Platform unavailability due to circumstances listed in Section 2.2 of this Exhibit A.

1.3. “Monthly License Fee” means one-twelfth (1/12th) of the Annual License Fees paid by the Customer. “Service Credit” means a non-refundable and non-transferable conditional extension of the current Subscription Period granted in accordance with this SLA. Service Credits have no cash value and are non-transferable between contracts or Subscription Periods.

1.4. “Response” means Omnichat’s acknowledgement of the Support Request and confirmation of the assigned severity level.

2. Platform Availability Objective
2.1. Omnichat commits to maintaining a Platform Availability of 99.5% during each Customer’s Subscription Period in each calendar year. Platform Availability shall be calculated for each Customer for each calendar year as follows:
[(Total minutes in the relevant Subscription Period during the calendar year – Downtime – Excluded Minutes) / (Total minutes in the relevant Subscription Period during the calendar year – Excluded Minutes)] x 100%

2.2. Minutes of unavailability attributable to planned maintenance, unavailability lasting less than 5 minutes, acts or omissions of the Customer (including failure to adhere to system requirements or sudden, unauthorized traffic spikes), issues caused by third-party services or hardware, or any event beyond Omnichat’s reasonable control (e.g., Force Majeure) shall be treated as “Excluded Minutes” that shall not be counted as Downtime for the purposes of calculating Platform Availability.

2.3. For the avoidance of doubt, only minutes of unavailability, Downtime and Excluded Minutes that occur during the Customer’s Subscription Period within the relevant calendar year shall be taken into account and any unavailability or other events occurring outside the Customer’s Subscription Period shall be disregarded when calculating Platform Availability.

3. Service Credits
3.1. Calculation: If Platform Availability (calculated in accordance with Section 2.1 of this Exhibit A) falls below 99.5% in respect of the Customer’s Subscription Period during any calendar year, the Customer shall be entitled to Service Credit equal to 1% of the Monthly License Fees payable for the relevant Subscription Period for each full 1% by which Platform Availability falls below 99.5%, with any shortfall of less than 1% disregarded. For any Subscription Period covering less than a full calendar year, the Service Credit shall be calculated on a pro‑rated basis by reference to the Annual License Fees payable for that Subscription Period.

3.2. Nature: Service Credits constitute the Customer’s sole and exclusive remedy, and Omnichat’s entire liability, for any failure to meet the Platform Availability commitment or any other service level commitment set out in this SLA. The Customer is not entitled to any other compensation or remedy (including any claim for damages, refund or termination for convenience) arising from or in connection with any failure to meet the service levels, to the fullest extent permitted by applicable law.

3.3. Cap: The maximum aggregate amount of Service Credits granted to the Customer in respect of the current Subscription Period shall not exceed 25% of the Annual License Fees payable for that Subscription Period in any event.

3.4. Application. Service Credits shall be applied as an extension to the current Subscription Period. The duration of the extension shall be calculated by dividing the value of the Service Credits by the daily rate (Annual License Fees ÷ 365). Any partial day resulting from such calculation shall be rounded up and counted as one full day.

4. Support and Liability
4.1. The Customer must notify their Account Manager of any Error (“Support Request”). Omnichat determines the severity of the Error based on its internal telemetry and the classifications defined in the applicable Support Plan.

4.2. Specific support commitments follow the Support Plan listed in the Quotation or its attachments. If no specific Support Plan is listed, Omnichat will use commercially reasonable efforts to respond during business hours.

4.3. Response times are measured from the time Omnichat receives a Support Request until the initial response is sent. Delays may occur for requests sent outside of Business Hours (09:00 – 18:30 GMT+8).

4.4. Omnichat’s total aggregate liability for any claims arising from this SLA (including Service Credits), including any liability in respect of Service Credits, shall in no event exceed the total [Annual License Fees] actually paid by the Customer for the current Subscription Period. Any Service Credits granted to the Customer will be set off against and reduce the liability cap in this clause. Omnichat shall not in any circumstances be liable to the Customer for any indirect, incidental, special, punitive, exemplary or consequential loss or damage, or for any loss of profits, revenue, business, goodwill, anticipated savings, data or use, arising out of or in connection with this SLA (whether in contract, tort (including negligence), breach of statutory duty or otherwise), in each case whether direct or indirect, and in each case to the fullest extent permitted by applicable law.