Futurae Service Level Agreement

This Futurae Service Level Agreement (“SLA”) applies in addition to the master subscription agreement (whether formed by separately executed agreement or by acceptance of the Futurae General Terms of Use located at https://www.futurae.com/legal/terms) in place between Customer and Futurae (“Agreement”). In the event of any conflict between this SLA and the Agreement, this SLA shall prevail to the extent of any inconsistency.

Futurae Technologies AG (“Futurae”) 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 project sponsor shall be deemed sufficient in this case). Such amendment will be deemed accepted and become effective 30 days after such notice (the “Proposed Amendment Date”) unless Customer first gives Futurae written notice of rejection of the amendment. 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 Service 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

The following capitalized terms shall be given the meaning set forth below:

1.1. Service means the online, Web-based services, provided or managed by Futurae under an order document. Only services used in production systems are included in this definition. The Futurae website, as well as all test, development and staging services are excluded from this definition.

1.2. Unavailable Time is the time expressed in 5 minute intervals during which more than 5% of Customer’s users cannot use the Service. Unavailable Time is measured based on server-side error rates. No Unavailable Time shall be deemed to have occurred with respect to any unavailability that is caused by the following circumstances:

  • Planned downtime and maintenance events.

  • Any period of unavailability lasting less than 5 minutes.

  • Failures or malfunctions in any Customer or third-party software, equipment or technology not within the control of Futurae.

  • Force majeure events: Any unavailability caused by circumstances beyond Futurae’s reasonable control, without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving Futurae employees), or delays involving hardware, software or power systems not within Futurae’s possession or reasonable control, and network intrusions or denial of service attacks.

1.3. Monthly Uptime Percentage (MUP) is calculated by the number of 5 minute intervals in a calendar month minus the number of intervals of Unavailable Time, divided by the total number of intervals in a calendar month, and multiplied by 100:

MUP = ((“5min intervals in month” - “5min intervals of Unavailable Time”) / (“5min intervals in month”)) * 100

Example: If in a certain calendar month (30 days) the Unavailable Time of the Service was eight (8) 5min intervals, then the Uptime Percentage for this month is calculated as follows:

5min intervals in hour = 12

5min intervals in month = 30 days * 24 hours * 12 = 8640

5min intervals of Unavailable Time = 8

MUP = ((8640 - 8) / 8640) * 100 = 99.907%

Result: No SLA breach occurred

1.4. Service Credit is a discount (in percentage) applied to the Customer’s next monthly invoice, calculated as follows:

Monthly Uptime PercentageService Credit (% discount)
< 99.9% - ≤ 99.0%5
< 99.0% - ≤ 95.0%10
< 95.0%20

2. Uptime Target and Penalties

Provided that the Customer is not in breach of the Agreement, including but not limited to its payment obligations, Futurae shall use commercially reasonable efforts to make its Service available 24 hours a day, 7 days a week, with an overall 99.9% monthly availability for the access to its Service.

Should Futurae fail to meet 99.9% Uptime Percentage of the Service for a month, and this downtime affected Customer’s ability to use the Service, Customer may continue to use the Service but is eligible for receiving Service Credits, calculated and applied as described above. No refunds or cash value will be provided. Service Credits may not be transferred or applied to any other account. The aggregate maximum number of Service Credits to be issued to a Customer for all Unavailable Time that occurs within a calendar month shall not exceed twenty (20) percent.

Service Credits shall be the sole and exclusive remedy for breach of this SLA.

3. Reporting and Claims

To file a claim under this SLA, Customer must send an email to legal@futurae.com with the following details:

  • Billing information, including company name, billing address, billing contact and billing contact phone number

  • Downtime information with dates and time periods for each instance of downtime during the relevant period

  • An explanation of the claim made under this SLA, including any relevant calculations

Claims may only be made on a calendar month basis and must be submitted within 30 days after the end of the relevant month during which the breach of this SLA occurred, except for periods at the end of a subscription agreement that do not coincide with a calendar month, in which case Customer must make any claim within 30 days after the end of its subscription agreement.

Failure to comply with the above requirements will forfeit Customer’s right to receive Service Credit.

All claims will be verified against applicable system records. Should any periods of downtime submitted by Customer be disputed, Futurae will provide to Customer a record of Service availability for the period in question. Futurae will only provide records of system availability in response to good faith Customer claims.