Service level agreement terms applicable to Certainly Enterprise subscribers

Last updated on May 31st, 2024.

The characteristics and capabilities delineated within this document are expressly applicable solely to Certainly Enterprise Subscribers, or to Certainly Standard Subscribers who have procured Enterprise SLAs as a stipulated contractual Addendum.

  1. Definitions

(a) “Monthly Availability Percentage” means, in respect of a calendar month, the monthly availability percentage for Certainly platform calculated as follows (and expressed as a percentage): A/(B – C), where “A” means the number of minutes when the Certainly platform and the Certainly Chat API was available in that month and the number of minutes in that month when the Certainly platform or the Certainly Chat API was unavailable for less than 5 consecutive minutes (but excluding the number of minutes counted as “C”); “B” means the number of minutes in that month; and “C” means the number of minutes in that month when the Certainly platform or the Certainly Chat API was unavailable as a result of a Certainly Exclusion. As used in this definition, “available” means that the Certainly platform or the Certainly Chat API is available for Subscriber’s use to transmit and receive messages, as measured by Certainly’ server logs, and “unavailable” has the opposite meaning. (b) “Monthly Availability SLA” has the meaning set out in Section 3 of this document. (c) “Scheduled Downtime” has the meaning set out in Section 3(b) of this document. (d) “Service Level” or “SLA” means the service level performance standards described in Sections 3 of this document. (e) “Service Credit” means the amounts that Certainly may credit to Subscriber for one or more SLA Failures as set out herein. (f) “SLA Failure” means any failure by Certainly to attain an SLA in a calendar month that is not caused, directly or indirectly, by an Certainly Exclusion. (g) “Certainly Exclusion” has the meaning set out in Section 5 of this document. (h) “Certainly SLA Credit Request Channel” identifies the email address (i) “Certainly Email Support” identifies the email address (j) “Certainly Phone Support” identifies the phone number +1 929-493-5844.

2. Certainly’s Support Obligations

(a) Certainly shall provide Subscriber with technical support during Business Hours (defined as Monday through Friday 8:30am to 6pm, CET or CT). Support will be provided through email, chat or online meetings and include access to a named Technical Account Manager. For general issues and inquiries, Certainly guarantees a response time of 4 hours during Business Hours, and for degraded service of the Certainly platform or the Certainly Chat API, Certainly guarantees a response time of 1 hour during Business Hours. (b) In the event the Certainly platform or Certainly’s API becoming unavailable for more than 5 consecutive minutes (“Platform Outage”), Subscriber will have access to 24×7 phone (the “Certainly Emergency Phone”) and email support with a guaranteed response time of 1 hour. (c) Certainly shall furnish Subscriber from time to time with standard operating procedures for implementing the technical support. These procedures may be modified at Certainly’ discretion, with thirty (30) days prior written notice to Subscriber.

3. Description of Support Cases

At Certainly, we are committed to ensuring that our customers get the support they need as efficiently as possible. Our customers can help us achieve this by opening a ticket via our Contact Form, which will ensure that your enquiry/issue will be seen and investigated promptly. Once a ticket is received, it is immediately triaged to determine its priority and ensure that it is appropriately aligned with the relevant business impact.

Contact Reason Critical Application Failure Priority P1 Response Time 1 Business Hour Resolution Time 3 Business Hours Issues classified under Critical Application Failure are considered active and demand urgent attention due to the absence of any temporary fixes. They have a significant impact on business income and performance. This designation is reserved for the most severe situations, such as a total system failure, and should be applied under circumstances that disrupt normal operations entirely. Examples include: • Bots do not respond to visitor input. • Certainly platform being inaccessible. • Critical webhooks no longer triggering successfully. We constantly monitor our services on very granular time intervals, therefore you will likely be informed of any P1 incident upfront, without needing to bringing it up to our attention.   Contact Reason Configuration Problem Priority P2 Response Time 1 Business Day Resolution Time 2 Business Days This class identifies scenarios in which the Subscriber is unable to apply the desired configuration, due to Certainly not responding as expected. Examples include: • Unable to carry out certain actions on the Certainly platform, including modifying, saving, publishing a bot. Contact Reason General Question Priority P3 Response Time 3 Business Days Resolution Time 5 Business Days The matter or inquiry is of an informative character, or it presents a minor inconvenience. Addressing it is not expected to have an immediate effect on the business’s revenue in the near future. Examples include: • Requests for information on how to implement Certainly platform/widget features or functions. • Data exports of conversational data. • Requests for account information.

4. Monthly Availability SLA

(a) Certainly will use commercially reasonable efforts to make the Certainly platform and the Certainly Chat API available with a Monthly Availability Percentage of at least 99.95% in any calendar month during the Term (the “Monthly Availability SLA”). (b) Certainly Platform Upgrades and Scheduled Downtime. Certainly may, at its discretion Modify the Certainly Platform, which may require a period of unavailability of the Certainly Service. Certainly will use commercially reasonable efforts to limit such unavailability to under 4 hours and to provide 7 day notice to Subscriber of such unavailability (“Scheduled Downtime”). (c) If Certainly fails to meet the Monthly Availability SLA in any month during the Term for reasons other than an Certainly Exclusion, Certainly will credit to Subscriber a Service Credit in an amount that is equal to 10% of the Fees received by Certainly for that month per the procedures in section 4 of this document.

5. Credit Request and Reimbursement Procedures

(a) To receive a Service Credit, Subscriber must submit a claim to Certainly through the Certainly SLA Credit Request Channel. To be eligible, the Service Credit claim must be received by Certainly within the calendar month subsequent to the SLA Failure and must include: 1. the words “SLA Credit Request” in the subject line; 2. the applicable calendar month and the specific date, time (including time zone), duration, and services impacted in respect of each alleged incident that contributed to an SLA Failure in respect of which the claim is made; 3. the affected Subscriber Account; and 4. documented evidence that corroborate Subscriber’s claimed incident that contributed to an SLA Failure (any confidential or sensitive information in these logs should be removed or replaced with asterisks). (b) Notwithstanding anything in this document, any failure by Subscriber to provide sufficient details and other information to confirm and corroborate the Service Credit claim as required above will disqualify Subscriber from receiving a Service Credit for such claim. (c) If a Service Credit claim is made in accordance with this Section 4 and Certainly has confirmed that an SLA Failure has occurred, then Certainly will apply the Service Credit against the Fees payable by Subscriber for the subsequent month following the month in which the Service Credit claim was confirmed. (d) Except as expressly set out herein, a Service Credit will not entitle Subscriber to any refund or other payment from Certainly. Subscriber’s sole and exclusive remedy for any SLA Failure is the receipt by Subscriber of a Service Credit (if eligible) in accordance with the terms of this document.

6. Certainly Exclusions

No failure by Certainly to attain an SLA will be considered an SLA Failure and no Service Credit will be provided in respect of such failure, if such failure to attain an SLA is caused, directly or indirectly, by (each, a “Certainly Exclusion”): (a) Scheduled Downtime; (b) any actions or omissions of Certainly when complying with the request or acting under the direction of Subscriber; (c) access or use of the Certainly platform or the Certainly Chat API by Subscriber, Agents, or End-Users contrary to this Agreement; (d) Subscriber’s breach of this Agreement; (e) Subscriber’s untimely response, or non-response, to incidents that require Subscriber’s participation (including participation in the source identification or resolution of incidents), as determined by Certainly; (f) failures, degradations, or fluctuations in electrical, connectivity, network, or telecommunications equipment or lines, including failures, degradations, or fluctuations caused by Subscriber’s conduct or circumstances beyond Certainly’ control; (g) Subscriber’s or a third party’s equipment, software or other technology, including Third Party Services, not within the sole and exclusive control of Certainly; (h) the limitation or suspension of the Certainly Service due to circumstances reasonably believed by Zendesk to be a significant threat to the normal operation of the Services, Certainly platform or the Certainly Chat API, the operating infrastructure, the facility from which the Services, Certainly platform or the Certainly Chat API are provided, or the integrity of Service Data (e.g., a hacker or a virus attack); (i) modifications to the Certainly Service not made or authorized by Zendesk in writing, including custom HTML, CSS, or JavaScript; (j) the unavailability of components of the Certainly platform and the Certainly Chat API which are not essential in the delivery of Certainly messages between Subscriber’s application and Agents and/or End-Users, such as, but not limited to Certainly Website, reporting services, or administration tools; (k) the unavailability of “alpha”, “beta”, “Early Access Program,” “trial” features, Additional Features, or features released for testing purposes; (l) caused by Internet access or related problems beyond the demarcation point of Certainly; (m) arising from Certainly’ suspension or termination of Subscriber’s right to use the Certainly Solution; or (n) denial of service attacks, natural disasters, changes resulting from government, political, or other regulatory actions or court orders, strikes or labour disputes, acts of civil disobedience, acts of war, and other events beyond Certainly’ reasonable control.

7. Modifications

You acknowledge that Certainly may modify the support services it offers under these terms at any time. Any change will be communicated 30 days prior to it entering into effect.