Service Level Agreement
Effective as of May 18, 2021
This Service Level Agreement (“SLA”) governs the use of the Voximplant Communication Platform (hereinafter - “Services”, “Voximplant Platform”) under the terms of Voximplant Master Subscription Agreement (hereinafter - “Agreement”) between Zingaya, Inc. d/b/a Voximplant, a Delaware corporation with the principal address at 594 Broadway, Suite 701, New York City, New York 10012, United States of America (hereinafter - “Voximplant”, “us” or “we”) and the Client (hereinafter - “you” or “Client”). The SLA applies separately to each account using the Service. Unless otherwise provided herein, the SLA is subject to the terms of the Agreement and capitalized terms will have the meaning specified in the Agreement.
1.1. The SLA intends to (i) define target levels of the Services provided by Voximplant (as per the relevant Order Form), (ii) set up a mechanism for resolving problems relating to the delivery of the Services, and (iii) define the reporting arrangements to assess the actual level of service being provided. This SLA, together with the Order Form and the Agreement, form an integral part of the Contract and defines the implementation, maintenance, and support to be provided by Voximplant to the Client for the duration of the Contract.
2. Services Availability Criteria
2.1. Subject to the availability of the Services and the terms and conditions of the Agreement, Voximplant will provide access to the Services twenty-four hours a day, seven days a week - 24x7 (hereinafter - “Total time”). Voximplant will maintain a 99.95% uptime for accessing the Voximplant Platform, excluding Excusable Service Failures (hereinafter - “Target time”). 2.2. Voximplant uses self-developed software to monitor and control its network, computer, retrieval, analysis, and distribution systems.
3. Incidents Levels, Response and Resolution Time
3.1. Voximplant reserves the right to prioritise resolution of support requests dependent on the severity of the issue identified and the impact on the Services to individual Clients and the entire Client base.
|Incident level||Description||Response time||Resolution|
|Incident Level I||Total failure (e.g. the Services cannot
be accessed or the complete
unavailability of data)
|2 (two) working
|1 (one) business day|
|Incident Level II||The Services can be accessed but are
severely impaired (e.g. complete parts
of the coverage and/or data are not
available or forwarding of relevant data
is delayed by more than seven hours)
|3 (three) working
|2 (two) business days|
|Incident Level III||The Services can be accessed but are
mildly impaired (e.g. layout errors,
delays in data dispatch, non-availability
of subsets of coverage and data,
individual data drops)
|5 (five) working
|10 (ten) business days|
|Incident Level IV||Classification and content-extraction
|7 (seven) working
|Errors are considered repaired
and error notifications will be
closed after notification to the
3.2. Voximplant will assign each incident notification with an Incident Level upon discovery. Errors corrected by Voximplant as part of this SLA are included in Client’s subscription at no additional cost.
3.3. The respective Service failure periods will be subtracted from the Total Time and thus do not count for the Target Time. 1
4. Excusable Service Failures
4.1. Failures resulting from the following events qualify as Excusable Service Failures and shall not be subtracted from the Total time and shall be counted for the Target time:
(a) all disruptions and malfunctions for which Voximplant or its subcontractors are not liable, including (i) the unavailability or limited availability of datacenter due to failures of networks or communication lines operated and/or controlled by third parties, such as leased lines and telecommunications between Voximplant, its data-centers, and/or Client, (ii) disruptions of third-party (e.g. social media platforms) content, as long as the disruption occurs outside of Voximplant’s sphere of control (i.e. banning of IP addresses, robots.txt barrier, change of telecom providers and other data platforms terms and conditions, disrupted availability of third-party content, suspension or termination of content provision by third-party platforms, etc.), (iii) external network attacks, (iv) any and all events of Force Majeure, and (v) any measures serving to repair disruptions and malfunctions as stipulated above;
(b) maintenance measures, including those (i) occurring within a scheduled maintenance, or (ii) occurring outside a scheduled maintenance after being announced at least 24 hours in advance, such as technical check-ups of the emergency power supply or of the datacenter’s infrastructure; and
(c) any unavailability events in which the Client has been notified concerning the possible impairment.
5. Scope of Voximplant Support Service & Escalation Procedures
5.1. Voximplant provides routine helpdesk support via email. Client shall notify Voximplant of any incidents, errors it encounters.
5.2. The following contact details shall be used to notify any error in the course of the Services: firstname.lastname@example.org.
5.3. Technical support is available 24/7.
6. Service Availability Credits
6.1. In case of non-compliance with the Target time per calendar month, due to an event that does not qualify as an Excusable Service Failures, Client is entitled to request from Voximplant the application of a certain discount of the applicable fees, as detailed below. Only errors of Incident Levels I & II shall be deemed as a non-availability of the Services and entitle the Client to a discount as follows below.
6.2. Should Client not be able to access the Services due to Incident Levels I only, not caused by an Excusable Service Failures, and where Client has requested the application of the discount as defined herewith, Voximplant will credit Client’s account as follows:
6.2.1. for every sixty (60) consecutive minutes of non-compliance with the Target time per calendar month starting as of the beginning of the occurrence of Incident Levels I above six (6) hours in aggregate per calendar month, Voximplant will credit 0.5% of the monthly fees related to Client’s Pricing plan up to a maximum of 10% of the monthly fees paid by Client in the month during which a discount was requested by Client hereunder. For the sake of clarity, any potential additional hour of non-compliance with agreed Services availability (Target time) below six (6) hours in aggregate per calendar month shall not be compensated;
6.2.2. The calculation mode for the non-compliance with Services Availability Criteria is reset automatically on the first day of the following calendar month. In order to be compensated under this clause 6, within 30 (thirty) days of the end of the applicable calendar month, the Client must submit an electronic mail to Voximplant’s support team and include the exact list of downtimes, the Services affected, and their corresponding duration. Upon the receipt by Voximplant’s support team, Voximplant will proceed to a verification of this request based upon its own logs and will provide the Client with a final response within ten business days. If Voximplant concludes an application of the discount mechanism is warranted, then Voximplant will issue a credit note of the same amount together with the next invoice to be issued.
6.3. The maximum Services credits that may be awarded to the Client by Voximplant shall not exceed 10% of the monthly fee as defined in the Order Form. Any further claims or requests based upon this SLA due to decreased availability, including but not limited to claims for damages, are expressly excluded. In addition, requests for application of service credits shall be issued by Client within sixty (60) calendar days following an incident. As stated in clause 6.2.2., timely non-requested Services credits are deemed expressly waived by the Client.
6.4. NOTWITHSTANDING ANY OTHER PROVISION CONTAINED IN ANY OTHER AGREEMENT OR ORDER FORM, CREDITS SHALL BE CLIENT'S SOLE AND EXCLUSIVE REMEDY FOR ANY UNAVAILABILITY OR NON-PERFORMANCE OF THE VOXIMPLANT SERVICES OR OTHER FAILURE BY US TO PROVIDE THE VOXIMPLANT SERVICES AND/OR FOR THE NON-COMPLIANCE WITH THE SERVICE LEVEL AGREEMENT.