RIVERAI — SERVICE LEVEL AGREEMENT
This Service Level Agreement ("SLA") forms part of the Platform Subscription Agreement between RiverAI Limited (the "Supplier") and the Customer. Capitalised terms used in this SLA have the meanings given in the Platform Subscription Agreement unless defined below.
1. Definitions
"Available" means the Subscription Services are accessible to the Customer and performing materially in accordance with the Documentation.
"Downtime" means any period during which the Subscription Services are not Available, excluding Excluded Downtime.
"Excluded Downtime" means any unavailability caused by:
(a)
Scheduled Maintenance;
(b)
Emergency Maintenance notified in accordance with paragraph 4.3;
(c)
any act or omission of the Customer or its users, including misuse, misconfiguration or breach of the Acceptable Use Policy;
(d)
failure of the Customer's equipment, software, network or internet connectivity outside the Supplier's control;
(e)
Force Majeure events; or
(f)
the withdrawal, degradation or unavailability of any third-party AI model, infrastructure provider or other upstream service, provided the Supplier has used commercially reasonable efforts to maintain the service.
"Incident" means any event, defect or condition that causes the Subscription Services to be wholly or partially unavailable or to fail to perform materially in accordance with the Documentation.
"Measurement Period" means each calendar month during the Subscription Term.
"Service Credit" means a credit against future Subscription Fees calculated in accordance with paragraph 3.
"Uptime Percentage" means, for any Measurement Period, (Total Minutes − Downtime Minutes) ÷ Total Minutes, expressed as a percentage, where Total Minutes excludes Excluded Downtime.
2. Availability Commitment
2.1
The Supplier shall use commercially reasonable efforts to achieve an Uptime Percentage of at least 99.5% in each Measurement Period.
2.2
Availability is measured at the platform service endpoint. For the avoidance of doubt, the following do not constitute Downtime and do not give rise to Service Credits: (a) variation in the quality, accuracy, relevance or content of AI-generated outputs; (b) latency or response-time variation, provided the Subscription Services remain Available; (c) the performance, availability or output of any human-in-the-loop review, approval or intervention step, whether operated by the Supplier, the Customer or a third party; and (d) errors or defects introduced by Customer configuration, prompts, data, integrations or custom workflows.
2.3
Support availability is set out in the applicable Order Form. Unless otherwise agreed in the Order Form: (a) on the standard (shared) tier, incident support is provided by the Supplier during UK Business Hours (09:00–18:00 GMT/BST on Business Days); and (b) on the private-service tier, 24×7 incident response for Incidents materially affecting the availability of the Subscription Services is delivered by a third-party service provider engaged by the Supplier. The Supplier makes no representation, warranty or commitment as to the performance, availability, response time or conduct of that third-party service, and the Supplier shall have no liability of any kind arising out of or in connection with that third-party service. Any Service Credit remedy under paragraph 3 relates solely to the Uptime Percentage of the Subscription Services and does not apply to third-party support performance.
3. Service Credits
3.1
Where the Uptime Percentage in a Measurement Period falls below 99.5%, the Customer's sole and exclusive financial remedy shall be a Service Credit calculated on the following four-tier schedule, applied to the Subscription Fees attributable to that Measurement Period:
(a)
Uptime ≥99.0% and <99.5%: 5% Service Credit;
(b)
Uptime ≥97.0% and <99.0%: 10% Service Credit;
(c)
Uptime ≥95.0% and <97.0%: 15% Service Credit;
(d)
Uptime <95.0%: 20% Service Credit.
3.2
The maximum aggregate Service Credits payable in any Measurement Period shall not exceed 20% of the Subscription Fees attributable to that Measurement Period.
3.3
Service Credits shall be applied against the Customer's next invoice following acceptance of a valid claim under paragraph 5. No cash refunds shall be payable save where this agreement terminates before such credit can be applied.
4. Scheduled and Emergency Maintenance
4.1
The Supplier may perform Scheduled Maintenance outside UK business hours (09:00–18:00 GMT/BST on Business Days).
4.2
The Supplier shall give the Customer at least: (a) five (5) Business Days' prior notice of Scheduled Maintenance that is expected to cause Downtime or materially affect the availability of the Subscription Services; and (b) forty-eight (48) hours' prior notice of routine Scheduled Maintenance (including patching, minor upgrades and configuration changes) that is not expected to cause Downtime.
4.3
The Supplier may perform Emergency Maintenance at any time where reasonably necessary to preserve the security or integrity of the Subscription Services, giving the Customer such notice as is reasonably practicable in the circumstances.
5. Incident Reporting and Claim Procedure
5.1
The Supplier shall notify the Customer of any Incident materially affecting the availability of the Subscription Services as soon as reasonably practicable after becoming aware of it, and shall provide periodic status updates until the Incident is resolved.
5.2
To claim a Service Credit, the Customer must submit a written claim to the Supplier within thirty (30) days after the end of the Measurement Period in which the Downtime occurred, specifying the dates and times of the Downtime and the affected services. Claims submitted outside this window shall be deemed waived.
5.3
The Supplier shall validate the claim against its monitoring records within fifteen (15) Business Days and either (a) apply the Service Credit or (b) provide the Customer with a written explanation of any rejection. In the event of dispute, the parties shall discuss in good faith; the Supplier's monitoring records shall be authoritative absent manifest error.
6. Exclusions and Limits
6.1
Service Credits are the Customer's sole and exclusive financial remedy for any failure of the Supplier to meet the Availability Commitment, save that this paragraph 6.1 does not limit the Customer's right to terminate under clause 14 for material and persistent breach.
6.2
This Schedule does not give rise to any refund, rebate or damages entitlement other than Service Credits.
This SLA is incorporated by reference into each Platform Subscription Agreement entered into by RiverAI Limited.
— End of Service Level Agreement —