Service Level Agreement

1. Overview

1.1 This Service Level Agreement applies to the Platform as defined in the Aphex Platform Terms and Conditions (the Target Services). In the event of any inconsistency between this Service Level Agreement (SLA) and the terms of the Aphex Platform Terms and Conditions, the terms of the Aphex Platform Terms and Conditions will take priority.

2. Definitions

2.1 Unless the context requires otherwise, defined terms in the Aphex Platform Terms & Conditions have the same meaning in this Service Level Agreement and the following definitions also apply:

Availability means:

(Total Minutes - Downtime) / Total Minutes × 100

Availability Target means 99.5% per month.

Downtime means the number of whole minutes within the relevant calendar month that you are unable to access the Target Services. Downtime does not include the time that the Target Services are unavailable due to Scheduled Downtime, Emergency Maintenance or an Excluded Event.

Emergency Maintenance means any maintenance deemed necessary to protect and maintain the security or integrity of the Target Services.

Excluded Event means each of the following:

(a) failure caused by any software, hardware or other components outside our network or not provided by us;

(b) any trial or beta software, including any Experimental Services (being any software released to the market for testing and feedback);

(c) any event or circumstance which is beyond our reasonable control including but not limited to, acts of God including fire, hurricane, typhoon, earthquake, landslide, tsunami, mudslide or other catastrophic natural disaster, civil riot, civil rebellion, revolution, terrorism, insurrection, militarily usurped power, act of sabotage, act of a public enemy, war (whether declared or not) or other like hostilities, ionising radiation, contamination by radioactivity, nuclear, chemical or biological contamination, any widespread illness, quarantine or government sanctioned ordinance or shutdown, pandemic (including COVID-19 and any variations or mutations to this disease or illness) or epidemic.

(d) any resource reduction directed and approved in writing by you despite our written notice that such reduction may result in that failure or less than optimum performance;

(e) any modification, revision, variation, translation or alteration of the Target Services that is not authorised by us;

(f) failure of access circuits to our network or upstream providers, unless such failure is caused solely by us;

(g) your acts or omissions (or the acts or omissions of others engaged or authorised by you), including, without limitation, any negligence, wilful misconduct, or use of the Target Services in breach of the Aphex Platform Terms & Conditions;

(h) outages elsewhere on the internet that hinder or prevent access to the Target Services or your Account;

(i) failure caused by Your Data;

(j) failure caused by third party products or services; and

(k) IP address blacklisting by third parties.

Failure means that we have failed to achieve the Availability Target for the Target Services in the relevant calendar month.

Scheduled Downtime means planned maintenance or upgrades to the Target Services in accordance with advance notice provided to you by us.

Service Credit means any fee rebate or refund, as determined in accordance with clause 3.3.

Service Credit Request has the meaning given to it in clause 3.2.

Total Minutes means the total number of minutes in the relevant calendar month.

3. Service Level - Availability

3.1 During the term of the Aphex Platform Terms & Conditions, we will use commercially reasonable efforts to provide you with the Target Services in accordance with the Availability Target.

3.2 Where we fail to meet the Availability Target in 2 consecutive calendar months, you may terminate the Aphex Platform Terms & Conditions and cancel your Account with us by giving us 30 days’ written notice. In such event, we agree to provide you with a prorata refund of any Fees paid in advance by you to us.

3.3 You acknowledge and agree that the remedy set out at clause 3.2 will be your sole and exclusive remedy against us arising from or in connection with our failure to meet the Availability Target.