ACTServ GRC Service Level Agreement

Scope

This Service Level Agreement applies to paid production subscriptions to the ACTServ GRC Platform. It does not apply to beta, trial, preview, sandbox or free services unless an Order Form states otherwise. Capitalised terms not defined here have the meanings given in the Master Subscription Agreement.

Availability target and calculation

ACTServ targets 99.6% Monthly Availability for the production Platform.

Monthly Availability = (Total Minutes − Excluded Minutes − Unavailable Minutes) ÷ (Total Minutes − Excluded Minutes) × 100.

Unavailable

The Platform is “Unavailable” when authenticated production users are unable to access the core Platform due to a failure within ACTServ’s reasonable control. Partial degradation, individual-feature errors, individual-user issues, slow third-party APIs and issues not preventing core access are not automatically Unavailability.

Excluded Minutes

• Scheduled maintenance, notified at least forty-eight (48) hours in advance and performed outside Business Hours where reasonably practicable.
• Emergency maintenance required for security or stability.
• Customer systems, networks, credentials, permissions, configurations or integrations.
• Third-party services outside ACTServ’s reasonable control, where ACTServ exercised reasonable care in configuration and mitigation.
• Internet, DNS or telecommunications failures outside ACTServ’s control.
• Customer breach, misuse, suspension or unsupported use.
• Force majeure.
• Beta, preview, trial or sandbox features.

Monitoring and calculation

ACTServ’s production monitoring and service records are the primary source for availability calculation, without preventing Customer from presenting reasonable contrary evidence.

Service credits

No service credit or automatic refund applies unless expressly included in the Order Form. Where a negotiated credit schedule applies, it is Customer’s sole financial remedy for failure to meet the availability target, without limiting termination rights for uncured material breach or rights that cannot lawfully be limited.

Where an Order Form includes service credits, Customer must request them in writing within thirty (30) days after the end of the affected calendar month, providing information reasonably necessary to validate the claim. Credits not requested within that period are forfeited. Valid credits are applied against future Fees on the next invoice, have no cash value and are not refundable.

If Monthly Availability falls below 99.0% in three (3) consecutive calendar months, or in any four (4) calendar months within a rolling twelve-month period, Customer may terminate the affected Service on written notice within thirty (30) days of the last such month and receive a pro-rata refund of unused prepaid Fees for the terminated Service. This termination right is Customer’s exclusive additional remedy in connection with availability, and no damages, credits or other compensation are payable for failure to meet the availability target except as expressly stated in the Order Form.

Reporting

ACTServ will provide reasonable availability information on request. Enhanced or periodic reporting may be stated in the Order Form.