This Service Level and Support Agreement (the “SLA”) sets forth the terms and conditions on the availability of the Platform. This SLA is subject to the Terms of Use available at Spendflo platform (“Terms”) accepted by You. Capitalized terms used and not defined herein shall have the meanings set forth in the Terms.
This SLA states the service level commitments and technical support (“Support”) terms and conditions applicable to Spendflo Inc. (“Spendflo”) service offerings (“Services”) provided by Spendflo directly to the entity identified as Customer in the Order Form. (“Customer”) or indirectly via an authorized reseller, distributor, or other channel partner of Spendflo (“Channel Partner”). Spendflo will not modify the terms of this SLA during the then-current Subscription Term; however, if Customer renews its subscription to the Services, the version of this SLA that is current at the time of renewal will apply throughout Customer’s then-current renewal term.
1. Platform Uptime: “Uptime” shall mean total minutes in a calendar month during which the Platform is generally accessible to Customer,excluding Permitted Downtime and any periods during which performance degradation does not materially impair core functionality e.g. 44,640 minutes in the month of March less Permitted Downtime. We shall use commercially reasonable efforts to maintain an actual Uptime percentage of 99.8% calculated every calendar month for the Platform (“Uptime Percentage”). Spendflo uses server monitoring software to measure the server side error rate, ping test results, web server tests, TCP port tests, and website tests to determine uptime and availability. For avoidance of doubt, Uptime is measured at the server-side entry point and does not include the time it takes for data to travel over the public internet to the user's device. Spendflo’s internal monitoring logs are the sole and exclusive measurement for determining the Uptime Third-party monitoring tools or Customer measurements shall not be used for determining availability. Availability metrics and status updates are provided for informational purposes only via our public status page (https://spendflo.statuspage.io/)and do not constitute contractual guarantees.
2. Service Credits
If the Uptime Percentage is less than 99.8% for more than 60 consecutive minutes - after accounting for the Permitted Downtime as defined below - would be considered a Service Outage. A Customer can request a Service Credit for each minute of Service Outage.
Service Credit is based on the Services Fee a Customer pays, pro-rated to a minute. For example, a Customer paying an annual Services Fee will have their fee amount for the current Subscription Term divided by the total number of minutes in a year (524,548 Uptime minutes), rounded off to nearest multiple of 10, to establish the Pro-rated Services Fee per minute. This number is then multiplied by minutes of Service Outage to calculate the Service Credits per minute of Service Outage.
Service Credit = (Pro-rated Services Fee per minute x minutes of Service Outage)
You will need to make this request to support@spendflo.com with sufficient evidence (including description of the incident and duration of the incident) no later than 30 days after the last day of the month during which the Service Outage you're requesting Service Credits for occurred. They will expire upon termination of a Customer Agreement, if unclaimed or unused. If You fail to request any Service Credits to which You are entitled in accordance with this Section 2, we will have no obligation to issue such Service Credits to You.
Service Credits can be applied to future payments for Services Fee, provided you have no outstanding invoices. If the Services Fee is prepaid, then Service Credits claimed subsequent to prepayments, shall be refunded by Spendflo to You. Notwithstanding anything to the contrary in this SLA, the issuance of Service Credits as set forth in this Section 2 is Your sole and exclusive remedy for any failure by Spendflo to meet the Uptime Percentage or for any Service Outage. Spendflo shall have no further liability to You, whether in contract, tort, or otherwise, for any such failure.
The maximum amount of Service Credits a Customer can earn/ accrue in a month is capped at 10% of their total pro-rated Services Fee for that month.
3. Permitted Downtime: means the minutes in a calendar month the Services are not Available caused by: (a) Customer’s telecommunications or Internet services; (b) software, data, or hardware not provided or controlled by Spendflo, including but not limited to, Third-Party Services as defined in the Agreement; (c) Force Majeure Events; (d) Customer or its Users configuring, integrating or operating the Services in a manner not in compliance with the applicable Terms or otherwise authorized by Spendflo (e) any Scheduled Maintenance Period, (f) any downtime mutually agreed in advance with Customer in writing or via email, or (g) any Trial, evaluation, beta, demonstration, non-production or proof-of-concept uses or versions of the Services.
4. Maintenance:
3.1 Scheduled Maintenance means the time period during any maintenance performed by Us not exceeding 12 hours in a calendar month, of which You have been informed in advance by a notice of 24 hours. We will use commercially reasonable efforts to schedule maintenance outside normal business hours excluding weekends. Scheduled Maintenance notifications will be sent through the Platform or the e-mail address of the current administrator of Your Account.
3.2 Emergency Maintenance Notifications. Spendflo will provide You with advance notice for Emergency Maintenance Periods where possible. Emergency Maintenance Periods may occur at any time, as Spendflo deems necessary. Emergency Maintenance Period notifications will be sent to Your email address in our records. It is Your sole responsibility to ensure the provided email address is current and fully functional. “Emergency Maintenance Period” means the period of time elapsed during any maintenance performed on the Services, which maintenance is required as a result of conditions beyond Spendflos’ reasonable control including upstream provider outages. Emergency maintenance may be a requirement for security or vital Services functionality.
4. SUPPORT
4.1 Technical Support. During the Subscription Term, Spendflo will provide Support at no additional cost for the Service(s) that You have purchased. Spendflo provides You with Platform and/ or email support noted below, excluding regional holidays as specified in the Order Form. Customer may only designate Users as support contacts (“Customer Contacts”) to raise support requests with Spendflo. Spendflo will provide English-speaking remote assistance to Customer Contacts for questions or issues arising from any bugs, defects, or errors in the Services, in each case causing the Services not to perform in material conformance with the Agreement (“Errors”) as further described below, including troubleshooting, diagnosis, and recommendations for potential workarounds for the duration of Customer’s applicable Subscription Term.
E-mail Support: For the applicable Service(s), Customer Contacts may report issues by email in the English language.
1.1. E-mail Support: For the applicable Service(s), Customer Contacts may report issues by email in the English language.
4.2 Submission of Support Cases. Customer Contacts may submit a support request to Spendflo’s platform and or Email support and the Spendflo support representative will determine the severity solely for purposes of having the support request/case submitted (collectively, a “Support Case”). Customer Contacts will ensure that each Support Case submitted will; (a) identify the Services that experienced the error, (b) include information sufficiently detailed to allow Spendflo to duplicate the Error (including any relevant error messages), and (c) provide contact information for the Customer Contact most familiar with the issue.
4.3 Error Response. Once a Support Case is created, Spendflo will acknowledge the Error to You and issue a tracking number. Initially, You may specify the severity level of a ticket. Spendflo reserves the sole right to reclassify the severity level at any time if Spendflo reasonably believes otherwise and, Spendflo will notify You of such reclassification. The parties will discuss in an effort to come to mutual agreement.
Spendflo will use commercially reasonable efforts to respond to all helpdesk tickets within one (1) business day. All response times are targets only and do not constitute a guarantee. Response is an automated or manual acknowledgement that the ticket has been received, not necessarily a resolution.
4.5 Error Applicability. Spendflo’s ability to replicate and respond to Customer-identified Errors will depend on accurate and detailed information supplied by Customer.
Target response times will run from the time of Identification of the Error by Spendflo or Customer via email or Spendflo Platform.
The target response times stated above will not apply:
● Where both parties agree, the putative Error is outside of the control of Spendflo;
● Where the putative Error cannot be responded to due to Customer’s failure or inability to respond to any Error for which Customer’s participation or Customer’s response is inherently required as part of the response to the identified issue; or
● In the event of a Service Incident, the target response times shall not apply and instead Spendflo will implement its Service Incident communication process. A “Service Incident” is an unplanned event affecting multiple Spendflo customers where the Services are unavailable, or performance of the Services is degraded as to render the Services unusable.
5. EXCLUSIONS
Spendflo is not required to provide Support where:
● Products, networks, applications, hardware or software not provided by Spendflo as an included component of the Services, including, but not limited to, issues resulting from inadequate bandwidth or related to Third-Party Services;
● Errors or unavailability of Customer Data or Third-Party Services or other information supplied by Customer;
● Customer’s unauthorized action or lack of action when required, or from its employees, agents, contractors, or vendors, or anyone gaining access to Spendflo’s network by means of Customer’s log-in credentials, passwords or equipment, or otherwise resulting from your failure to follow appropriate security practices;
● Customer or User equipment, networks, or devices;
● General Internet problems, or other factors outside of Spendflo’s reasonable control, including Force Majeure Events;
● Trial, evaluation, beta, demonstration, non-production or proof-of-concept uses or versions of the Services.
● Use of any Services after Spendflo advised Customer to modify its use of the Services, if Customer did not modify its use as advised;
● Customer’s failure to adhere to any required configurations, use supported platforms, follow any policies for acceptable use, or use of the Services in a manner inconsistent with the features and functionality of the Services (for example, attempts to perform operations that are not supported) or inconsistent with Spendflo’s Terms;
● Faulty input, instructions, or arguments (for example, requests to access files that do not exist);
● Customer’s attempts to perform operations that exceed prescribed quotas or that resulted from throttling of suspected abusive behavior;
● Service misconfiguration (knowingly or unknowingly) by customer leading to performance degradations;
● Issues related to billing, renewals, or service engagements;
● Extended functionalities such as custom apps & custom codes/scripts, Third-Party Services;
● Customer’s use of the Service in violation of the Agreement;
● Customer fails to maintain accurate support contacts or provide reasonable cooperation, access, or information necessary for troubleshooting or resolution of reported issues.
● Any matter outside Spendflo’s reasonable control
6. BUG FIXING
Spendflo will investigate Support Cases concerning suspected Errors within the Services for which bug fixes may be required. Spendflo will handle severity issues with utmost priority but does not promise any resolution time. Spendflo will use commercially reasonable efforts to correct the Error or provide a workaround if available to permit Customer to use the Services substantially in conformance with the applicable Terms. A bug fix or workaround may be provided in the form of a temporary fix, procedure, or routine. Any downtime required to apply critical security patches is automatically considered Permitted Downtime, regardless of whether it was scheduled. Customer acknowledges that complex software systems may contain errors and that not all defects materially affect functionality.
