This Tradeshift Service Level Agreement states the targets for system availability that Tradeshift endeavors to maintain for the Tradeshift set of software-as-a-service (“SaaS”) solutions. In some cases, this document may be incorporated into a subscription agreement for the Tradeshift services (an “Order”) between Tradeshift of an authorized resellers and a customer (the Customer Contracting Party) and in such case it becomes part of such Order. Tradeshift may update this Service Level Agreement from time to time, subject to notice requirements in any contracts from which it is referenced.
“Service Downtime” as used in this document means the period of time that the applicable Tradeshift service is not capable of being accessed or used by the customer, excluding the “SLA Exclusions” defined below. Service Downtime will be aggregated over each month and subtracted from the number of minutes in the calendar month for which the applicable service is supposed to be operational to determine the Service Availability percentage.
Tradeshift shall use commercially reasonable efforts to schedule maintenance during non-peak hours and minimize any such downtime and shall give Company at least five (5) days written notice of any planned maintenance outside of the standard window from the weekly Saturday 00:00 to 04:00 GMT that is expected to result in downtime.
If in any calendar month Service Availability is below 99.5%, subject to the terms of an Order, the Customer Contracting Party shall be entitled to the following percentage Service Credit against subscription fees paid for the relevant Tradeshift SaaS solution applicable to such calendar month:
|Percentage Service Availability Per Calendar Month||Percentage Service Credit|
|< 99.5% but >= 99%||10%|
|< 99% but >= 98.0%||20%|
To the extent that any platform charges are incurred by the Customer Contracting Party on an annual or quarterly basis (or similar) under the Agreement such charges shall be prorated for the purpose of calculating the monthly subscription fee.
Service Downtime does not include any unavailability, suspension or termination of Tradeshift Platform performance issues: (i) caused by factors outside of Tradeshift reasonable control, including any force majeure event or Internet access or related problems beyond the demarcation point of Tradeshift Platform; (ii) that result from customer’s equipment, software or other technology and/or third party equipment, software or other technology (other than third party equipment within Tradeshift direct control); (iii) that result from any maintenance as provided for pursuant to any prior agreement; (iv) arising from Tradeshift suspension and termination of a customer’s right to use Tradeshift Platform in accordance with any prior agreements; or (v) periods of unavailability otherwise provided in an Order (collectively, the “SLA Exclusions”). If availability is impacted by factors other than those identified herein, then Tradeshift may issue a Service Credit considering such factors at Tradeshift’s discretion.
Status availability reporting
For some of the Tradeshift SaaS applications, Tradeshift makes available real-time and historical platform status reporting on https://status.tradeshift.com.
Process for Refund related to SLA Unless otherwise specified, Customer Contracting Party’s remedies and the procedure for obtaining refunds in the event that Tradeshift fails to meet the Service Availability metrics set forth above are as follows: (i) Customer Contracting Party must notify Tradeshift in writing of both the date and the amount of time the Services were unavailable within five (5) business days of the end of the month in which unavailability occurred. (ii) Upon confirmation by Tradeshift, Customer Contracting Party will receive a credit in the amount calculated, applicable to its next invoice. (iii) In the event that Customer Contracting Party disagrees regarding any unavailability or Service Level Credit amount as determined by Tradeshift, Customer Contracting Party shall provide written explanation of the disagreement to Tradeshift within fifteen days of Tradeshift’s response. Tradeshift shall respond in good faith with additional information or clarification and work through any discrepancies with the Customer Contracting Party.
Posted August 20, 2019