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, sets forth the applicable Service Levels to which Customer has subscribed in a Quotation with Omnichat. 

1. Availability Objective. Omnichat shall use commercially reasonable efforts to ensure that the platform on which Services will be provided (the “Platform”) shall have an average monthly Platform availability of 99.5%, except as provided below. Average monthly Platform availability will be calculated per calendar month, as follows:

Where:

• “Total” means the total number of minutes for the month
• “Non-excluded” means a period of Downtime that is not excluded
• “Excluded” means all of the following:
  • Any planned downtime for maintenance or upgrades.
  • Any period of unavailability lasting less than 5 minutes.
  • Issues arising from components controlled by the Customer (or its vendors, contractors or service providers) and their performance or failure to perform which impair or disrupt Customer’s connections to the Internet and the transmission of data as reasonably determined by Omnichat after an investigation into the issue.
  • Issues arising from bugs, defects, or other problems in the software, firmware or hardware of third party sub-processors or web services which impact access to the Platform as reasonably determined by Omnichat after an investigation into the issue.
  • Issues arising from any event or circumstance, or combination of events or circumstances that is beyond the reasonable control of Omnichat, including acts of God, fire, explosion, typhoon, storm, pandemics, earthquakes or other similar occurrences, orders, regulations or restrictions imposed by governments or governmental, administrative or regulatory agencies or authorities, civil authority, or national emergencies, insurrections, wars or strikes, etc. 
  • Unavailability of features or functions which would be considered a Medium or Low severity level under the table in Section 4 below.
    For the avoidance of doubt, the average monthly Platform availability will be calculated based on the entire calendar month notwithstanding that the Customer subscribes to the Platform during the calendar month. In addition, the unavailability of some specific features or functions within the Platform, while others remain available, will not constitute / amount to an unavailability of the Platform, so long as the unavailable features or functions are not, in the aggregate, material to the Platform as a whole.

2. Reporting. Omnichat will provide a report on the average monthly Platform availability to the Customer upon request. If the Customer disagrees with the report, the Customer must provide Omnichat with a written notice of disagreement with reasons for disagreement within 7 days of receipt of such report. 

3. Service credits. If Omnichat fails to meet the average monthly Platform availability in any quarter, the Customer will be entitled to service credits. For every [1%] below the average monthly Platform availability, the Customer shall be entitled to service credits equivalent to [1%] of the non-recurring subscription fees of the Subscription Plan for the relevant quarter. The maximum service credit for each quarter should not exceed 100% of the subscription fees of the Subscription Plan for the relevant quarter. Service credits are cumulative and an extension of the Subscription Term by applying service credit is capped at a maximum of [3] months per year. Service credits cannot be transferred, assigned or applied to any account other than the Customer’s own account. 

4. Support and Problem Management. An “Error” means any failure of any product to be available or otherwise perform in accordance with the Agreement or any applicable specifications. The Customer shall notify their dedicated account manager of an Error and indicate clearly its request for correction (each a “Support Request”) using the classification(s) and description(s) provided below.

Omnichat will endeavour to respond to and to resolve all errors within the following target times based on the severity and/or complexity of the Error.

Response and Resolution times will be measured from the time Omnichat receives a Support Request until the respective times Omnichat has: (1) responded to such Support Request, in the case of response time, and (2) resolved such Support Request, in the case of resolution time. Please note, unless otherwise provided in the Quotation, there may be initial response delays for requests sent outside of normal business hours (i.e., 9:00 am – 6:30 pm HK time / GMT+8)