Service Level Agreement (UK)

Section 1 About this Service Level Agreement

This Service Level Agreement ("SLA") is incorporated into and forms part of the Onroute Intelligence Inc. Subscription Terms (United Kingdom) (the "Agreement") between Onroute Intelligence Inc. ("Onroute") and the Customer, and is subject to it. Capitalised terms used but not defined in this SLA have the meanings given in the Agreement. If this SLA and the Agreement conflict, the Agreement prevails, as set out in clause 15.9 of the Agreement.

Onroute may update this SLA from time to time in accordance with clause 15.9 of the Agreement by posting the updated version with a revised "last updated" date.

Fees, rates and charges referred to in this SLA are set out in the Pricing, except where this SLA provides for a rate to be quoted to the Customer in advance, and exclude applicable Taxes, for which the Customer is responsible under clause 8.3 of the Agreement.

Section 2 Times, days and definitions

All times in this SLA are United Kingdom time (GMT or BST, whichever is in force on the day).

"Business Day" means a day other than a Saturday, a Sunday or a public holiday in England and Wales.

"Support Hours" means the hours on Business Days set out for the Customer's Service Tier in the Response Targets table in section 6. "Business Hours" are hours falling within Support Hours.

"Support Request" means a request for support made by a named Customer contact by email to support@onroute.io, by telephone on the support number published in the Documentation, or through any support channel provided in the Service. A Support Request is received when Onroute's systems record it or, for a telephone request, when Onroute logs it.

"Response" means a substantive reply from Onroute that acknowledges the Support Request, confirms its Priority Level and states the next step. A Response is not a resolution.

"Monthly Uptime", "Unavailable", "Downtime" and "Monthly Service Fees" have the meanings given in sections 7 and 8.

Section 3 Which accounts this SLA applies to

This SLA applies to every account other than a Free Account, as defined in clause 4.11 of the Agreement. An account on which Fees of any kind, including Metered Service Fees such as job-sharing fees, are payable for a calendar month is not a Free Account for that month. Sections 7 (Service availability) and 8 (Service credits) also do not apply to Trial or Beta Features, or during any period of suspension of the Service under the Agreement.

Section 4 Service Tiers

Support entitlements and response targets are determined by the account's commitment Term under the Agreement: No Commitment, 1 Year Commitment, 2 Year Commitment or 3 Year Commitment (each a "Service Tier"). An account has a single commitment Term (clause 8.1 of the Agreement), so a single Service Tier applies to the whole account, whatever mix of Users, bundles or packages it holds.

Section 5 Included support and training

The following are included with the Service for every account to which this SLA applies:

• Setup and onboarding, including one hour of remote training during setup.
• Support by email and telephone during Support Hours, and access to the online Documentation and help centre.
• Reporting of Priority 1 issues at any time, including outside Support Hours, as set out in section 6.
• Storage and backups, subject to fair use as set out in section 9.
• Metered services as set out in the Pricing: SMS receiving and email sending and receiving are included; AI features are metered in Onroute Intelligence Tokens; job sharing, affiliate-portal accounts and SMS sending are charged at the rates in the Pricing.

Additional development, configuration and training work is available as Professional Services at the rates set out in the Pricing or, where the Pricing publishes no rate for the work, at Onroute's then-standard rate quoted to the Customer in advance.

Section 6 Support services

Enhanced Support

Enhanced Support is available to an account that is on a commitment Term of one year or more and whose Committed Fees are at least £1,000 per month (an "Enhanced Support Account"). Enhanced Support comprises:

• A named support contact at Onroute who is the Customer's first point of contact for Support Requests during Support Hours. The named contact may also support other Onroute customers, and Onroute may change the named contact on notice.
• A shared support channel (for example Slack), at Onroute's discretion. Onroute may withdraw the channel, or remove Users from it, if it is used inappropriately.
• A service review by video call at the Customer's request, up to once per calendar quarter, covering usage, open issues and planned changes.
• Included training and development hours as set out below. Unused hours expire at the end of the Term year in which they accrue and do not roll over.

Priority levels

When a Service-affecting issue is reported by the Customer or detected by Onroute, Onroute will assign a Priority Level in its reasonable judgement using the criteria below, and may re-assign it as the facts become clearer.

Response targets

Onroute will use reasonable endeavours to Respond to Support Requests within the targets below. Targets are measured in Business Hours or Business Days from receipt of the Support Request and run only during the Support Hours for the Customer's Service Tier; time outside Support Hours does not count.

Response targets are targets, not guarantees. Failing to meet a target does not entitle the Customer to any service credit, refund or other compensation, and is not a breach of the Agreement.

Out of hours

A Priority 1 issue may be reported at any time, including outside Support Hours, by email to support@onroute.io with "URGENT" in the subject line, or by any emergency route published in the Documentation. Onroute may Respond outside Support Hours but does not undertake to monitor any channel outside Support Hours; the response target for a Priority 1 issue reported outside Support Hours runs from the start of the next Support Hours.

Section 7 Service availability

Availability Commitment

Onroute will use commercially reasonable efforts to make the Service available with a Monthly Uptime of at least 99.5% (the "Availability Commitment").

How availability is measured

Availability is measured by Onroute's external monitoring service, which checks the Service's public health endpoint from outside Onroute's own infrastructure at least once every minute. The health endpoint verifies that the Service's application, database and authentication are responding, so that a check succeeds only when those components are available. The Service is "Unavailable" in any minute in which those checks fail. "Downtime" means any period of five or more consecutive minutes of Unavailability, excluding the periods listed under Exclusions below. "Monthly Uptime" for a calendar month means: (total minutes in the month minus Downtime minutes) divided by total minutes in the month, expressed as a percentage and calculated on UK time.

Onroute retains its monitoring records for at least twelve months and will provide the Monthly Uptime figure for any month within that period to the Customer on written request. Onroute's monitoring records are conclusive as to Monthly Uptime save for manifest error.

Exclusions

Downtime does not include, and the Availability Commitment does not apply to, any period of Unavailability caused by or occurring during:

• (a)
  planned maintenance for which Onroute has given at least 48 hours' notice through the Service or by email, carried out outside Support Hours where reasonably practicable, up to a total of four hours in any calendar month. Planned maintenance beyond four hours in a calendar month counts as Downtime;
• (b)
  emergency maintenance needed to address a security vulnerability, or a fault that would otherwise cause greater Unavailability, of which Onroute will notify the Customer as soon as reasonably practicable;
• (c)
  a Force Majeure Event or other cause outside Onroute's reasonable control, including failure of the internet, of telecommunications, or of a third-party service, provider or integration on which the Service depends;
• (d)
  the acts or omissions of the Customer or its Users, or their equipment, software or network connectivity, or a breach of the Agreement;
• (e)
  suspension of the Service in accordance with the Agreement, including for non-payment;
• (f)
  Trial or Beta Features; and
• (g)
  any account to which section 3 provides that section 7 does not apply.

Section 8 Service credits

If Monthly Uptime for a calendar month is below the Availability Commitment, the Customer's sole and exclusive remedy is a service credit calculated as a percentage of the Monthly Service Fees for that month:

"Monthly Service Fees" means all Fees payable for the Service for the affected month, whether recurring or usage-based, including any subscription, platform or Partner Plan fee, User Licence Fees, Flex fees, committed share-bundle and Token-package fees, Token top-up purchases, and pay-as-you-go job-sharing, SMS and payment-processing fees, but excluding fees for Professional Services.

To claim a service credit, the Customer must request it in writing to support@onroute.io within 30 days after the end of the affected month, identifying the month and the Unavailability relied on. Onroute will confirm the Monthly Uptime figure from its monitoring records and, where a credit is due, apply it against the Customer's next invoice or, where fees are collected by payment method, against the next charge. Service credits are not refundable, cannot be exchanged for cash, cannot exceed 15% of the Monthly Service Fees for the affected month, and do not accrue for any month in which fees are overdue.

Service credits are the Customer's sole and exclusive remedy, and Onroute's entire liability, for any failure to meet the Availability Commitment and for any Unavailability of the Service, however arising.

Section 9 Storage and backups

Storage for Customer Data, and daily backups, are included with the Service subject to fair use. Fair use means storage that is reasonable for the Customer's use of the Service in the ordinary course of its business. Where an account's storage is materially out of proportion to its use of the Service, Onroute may apply a storage allowance to the account and charge for storage above that allowance at the rate then set out in the Pricing or, where none is published, at a rate quoted to the Customer in advance. For an account on a committed Term, an allowance or charge takes effect from the start of the next Renewal Term; for any other account, on at least 30 days' notice. Backups are retained and restorable as described in the Documentation.

Section 10 Changes to this SLA

Onroute may update this SLA in accordance with clause 15.9 of the Agreement. Where a change would materially reduce the Customer's entitlements under this SLA, Onroute will give the Customer at least 30 days' notice before the change takes effect and, for a Customer on a committed Term, the change takes effect from the start of the next Renewal Term. Any other change takes effect when posted.