Service Level Agreement

Draft — subject to final review. This document is published for information while it is finalised and may change before it takes effect.

This Service Level Agreement (“SLA”) forms part of the Master Subscription Agreement (the “Agreement”) between Front End Engineering Consultancy Limited (Business Registration No. 75797664, Hong Kong), trading as FEEC (“FEEC”), and Customer. Capitalised terms not defined here have the meaning given in the Agreement.

1. Scope

1.1 Availability commitment. The availability targets in clause 2 apply to all paid Subscription Plans on the Shared Cloud and on Dedicated Hosting.

1.2 Service credits. Service credits under clause 4 are available to Customers on the Enterprise plan and to Customers with Dedicated Hosting, and to any other Customer whose Order Form expressly includes them.

1.3 Not covered. This SLA’s availability targets and service credits do not apply to Pilots, free or trial use, Beta Features, or Self-Hosted Licences. For Self-Hosted Licences, only the support terms in clause 6 apply.

2. Availability targets

2.1 Definitions.

• “Service” for this SLA means the ability of Authorised Users to sign in to the web application and to view and enter data through it. The mobile app, APIs, report generation queues, email delivery and push notifications are not measured, but their outages are handled under the support process.
• “Downtime” means a period of at least 5 consecutive minutes during which the Service is unavailable, as measured by FEEC’s external monitoring, excluding Excluded Downtime.
• “Monthly Availability” means: ((total minutes in the calendar month − Downtime minutes) ÷ total minutes in the calendar month) × 100.

2.2 Measurement. FEEC measures availability using an external uptime monitor that checks the Service at least every minute. FEEC’s measurements are authoritative, but FEEC will consider reasonable evidence Customer provides.

3. Excluded Downtime

Downtime does not include unavailability caused by or during:

(a) Scheduled maintenance announced at least 48 hours in advance by email or in the Service. FEEC aims to schedule maintenance outside Business Hours and to limit it to 8 hours per month; (b) Emergency maintenance needed to apply urgent security patches or to address an active or imminent security threat, even without 48 hours’ notice. FEEC will give as much notice as practicable; (c) acts or omissions of Customer or its Authorised Users, including use in breach of the Agreement or AUP, Customer’s configuration, or Customer’s identity provider; (d) suspension of the Service under the Agreement; (e) Force Majeure Events; (f) failures of the public internet, DNS resolvers, networks, devices or systems outside FEEC’s control, including Customer’s own networks and internet service providers; (g) Beta Features; or (h) Customer requests that require downtime (for example a data restore or migration Customer asks for).

4. Service credits

4.1 Credit levels. If Monthly Availability falls below the target for Customer’s Hosting Option in a calendar month, Customer is eligible for a service credit calculated as a percentage of the monthly subscription Fee for the affected Service (for annual Fees, one-twelfth of the annual subscription Fee, including any Dedicated Hosting Fee but excluding Professional Services and one-off Fees):

4.2 Maximum. Total service credits for any calendar month will not exceed 25% of the monthly subscription Fee for that month.

4.3 How to claim. Customer must request a credit by email to support@emitledger.com within 30 days after the end of the month in which the Downtime occurred, giving the dates and times of the Downtime. Credits not claimed in time are forfeited.

4.4 Applying credits. Credits are applied to the next invoice for subscription Fees. They are not paid in cash and have no cash value, except that if the Agreement ends without a further invoice, FEEC will refund any confirmed, unused credit only where the Agreement ended because of FEEC’s breach.

4.5 Conditions. Customer is not eligible for credits while it has undisputed overdue Fees.

4.6 Sole and exclusive remedy. Service credits are Customer’s sole and exclusive remedy for any failure to meet the availability targets, and count towards the limitation of liability in the Agreement. This does not remove Customer’s right to terminate the Agreement for material breach, which the parties agree includes Monthly Availability below 95.0% in three consecutive months (in which case FEEC will refund prepaid Fees for the period after termination).

5. Backup and recovery

5.1 Backups. For the Shared Cloud and FEEC-operated Dedicated Hosting, FEEC takes encrypted backups of the database and stored files at least once every 24 hours and keeps them off the production server, as described in Annex 2 of the DPA. Standard retention is daily backups for 35 days and monthly backups for 12 months. Dedicated Hosting may have custom retention stated in the Order Form.

5.2 Recovery point objective (RPO): 24 hours. In a disaster that requires restoring from backup, data entered since the last successful backup may be lost. Uploaded source workbooks kept by Customer can be re-imported.

5.3 Recovery time objective (RTO): FEEC’s contractual commitment is to use commercially reasonable efforts to restore the Shared Cloud within 8 hours after it decides a restore from backup is required. The RTO for Dedicated Hosting is stated in the Order Form, or is otherwise the same.

5.4 Restore testing. FEEC checks backup integrity weekly and tests restoring from backup monthly.

5.5 Customer-requested restores. A restore of Customer’s own data to an earlier point at Customer’s request (for example after a user deleted records) is not always possible in a shared database without affecting other tenants, and, where FEEC agrees to do it, is a Professional Service. The audit log and restatement features are the primary way to review and reverse changes.

6. Support

6.1 Channels. Support requests: support@emitledger.com (and the in-app help link where available). Security issues: security@emitledger.com.

6.2 Support hours. Standard support hours are 09:00 to 18:00 Hong Kong time (HKT, UTC+8), Monday to Friday, excluding public holidays in Hong Kong (“Business Hours”). Severity 1 incidents on the Shared Cloud are monitored outside Business Hours on a best-efforts basis.

6.3 Support levels.

• Standard support: Essentials and Professional plans, and Self-Hosted Licences.
• Priority support: Enterprise plans and Dedicated Hosting, with the response targets in clause 6.5.
• Premium 24/7 support: available for Self-Hosted Licences as an add-on when stated in the Order Form. Severity 1 response targets then apply 24 hours a day, 7 days a week.

6.4 Severity levels.

FEEC may reasonably reclassify severity after reviewing the request.

6.5 Response targets. Response means FEEC’s first human acknowledgement with initial assessment, not resolution.

6.6 Targets, not guarantees. Response targets are targets. FEEC does not guarantee resolution times. FEEC will work on Severity 1 and 2 issues continuously during Business Hours (or 24/7 where Premium support applies) until a fix or workaround is in place. Missing a response target does not give rise to service credits.

6.7 Customer cooperation. Customer will provide a clear description, steps to reproduce, affected users and assets, screenshots or request IDs, and a contact available to work with FEEC. Support is provided in English to Customer’s nominated administrators.

6.8 Out of scope. Support does not include Professional Services (such as data entry, methodology advice, report preparation or configuration done for Customer), support for Customer’s own systems or third-party software, or issues caused by modifications not made by FEEC.

7. Status and communication

7.1 FEEC notifies Customer administrators by email of Severity 1 incidents affecting the Shared Cloud.

7.2 After a Severity 1 incident, FEEC will provide a summary of the cause and remedial actions on request.

8. Changes

FEEC may update this SLA under clause 22 of the Agreement. An update will not materially reduce the availability targets, credit levels or response targets for Customers during their current annual Subscription Term.