1. Introduction

1.1 This Service Guarantee is incorporated into the General Terms and Conditions (“General Terms”) between Vorboss Limited, a company incorporated in England and Wales (company number 05678571, “Vorboss”); and you (“Customer”).

1.2 Unless stated otherwise in this Service Guarantee, capitalised terms set out in this Service Guarantee have the meanings set out in clause 1 of the General Terms, and in addition the following terms shall have the following meanings:

“Availability Target” means the availability target set out in the
relevant Order;

“Exclusion” has the meaning given in Clause 3.1;

“Outage” means any period during which the Service is unavailable;

“Outage Notification” has the meaning given in Clause 2.2;

“Permitted Downtime” means any periods during which the Service is unavailable as a result of: (a) network maintenance, in accordance with clause 11.2 of the General Terms; (b) Vorboss’ suspension of the Service in accordance with its rights under the Agreement; or (c) any act or omission by the Customer or any maintenance or downtime of the Customer Equipment or systems;

“Qualifying Outage” means an Outage which is not attributable to Permitted Downtime or an Exclusion;

“Service Charge” means the Charges applicable to the relevant connectivity service provided by Vorboss which is affected by an Outage, excluding any other Charges set out in an Order (including, but not limited to, Set-up Charges);

“Service Credit” means a service credit to which the Customer may be entitled (subject to the terms of this Service Guarantee) following a Qualifying Outage;

“Service Credit Threshold” means (i) where an Order states that a Service benefits from an Availability Target of 99.999%, 26 seconds, (ii) where an Order states that a Service benefits from an Availability Target of 99.99%, 4 minutes, or (iii) where an Order states that a Service benefits from an Availability Target of 99.9%, 44 minutes; and

“Service Level” means a service level set out in an Order.

1.3 This Service Guarantee sets out the standards to which Vorboss shall deliver the Services to the Customer pursuant to the Agreement and each Order.

2. Qualifying Outages

2.1 Subject to the other provisions of this Service Guarantee, Vorboss shall use reasonable endeavours to (i) provide the Services so as to meet or exceed the Service Levels, and (ii) ensure that no Outages occur.

2.2 An Outage shall be notified:

(a) by Vorboss’ receipt of the Customer’s written notification of the relevant Outage (including via Vorboss’ online helpdesk available at https://support.vorboss.com);

(b) by Vorboss’ receipt of the Customer’s telephone notification of the relevant Outage (using the 24-hour telephone support line operated by Vorboss);

(c) by Vorboss’ written notification of the relevant Outage to the Customer; or

(d) by any other method agreed in writing between the Parties, (each, an “Outage Notification”).

2.3 The Customer agrees that provision of an Outage Notification does not automatically mean a Qualifying Outage has occurred

2.4 In the event that a Qualifying Outage occurs affecting the relevant Service, subject to the terms of this Service Guarantee, the Customer shall be entitled to Service Credits as set out below:

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2.5 Service Credits for each individual Qualifying Outage are capped at two (2) calendar months’ worth of Service Charge.

2.6 Vorboss shall calculate one (1) days’ worth of Service Credit in accordance with the following formula: monthly Service Charge for the affected Service, divided by 30.

3. Measurement of Qualifying Outages

3.1 For the purposes of calculating whether a Qualifying Outage has occurred (or the length of a Qualifying Outage), the Parties shall disregard any events or periods caused by any of the following (each, an “Exclusion”):

(a) the Customer’s breach of the terms of an Agreement or the relevant Order, including by way of Vorboss’ suspension of Services in accordance with the Agreement;

(b) a Force Majeure Event;

(c) the Customer’s use of the Services in non-compliance with the Agreement, the relevant Order or Vorboss’ instructions or advice;

(d) the failure of the Customer’s employees, agents, representatives, landlord or lessor (or any agents or representatives of any landlord or lessor) to provide such assistance or co-operation as is reasonably requested by Vorboss, its employees, agents or sub-contractors (including the provision of information, access (whether physical or virtual) to the Customer’s systems, Customer Premises or any Building, or the supply of the necessary power or facilities) or to be contactable by Vorboss to confirm the relevant Service is restored;

(e) any failure or delay in the resolution of an Outage caused by the Customer, its employees, agents or representatives; or

(f) a failure of any network, equipment, circuit or software not operated or controlled by Vorboss.

3.2 For the purposes of calculating the duration of any Qualifying Outage:

(a) such Qualifying Outage shall commence at the time as determined by Vorboss’ fault management system, regardless of when the Outage Notification was made; and (b) such Qualifying Outage shall cease at the point that the Service is restored as recorded on Vorboss’ fault management
system.

3.3 Notwithstanding Clause 3.2, where an Outage occurs, Vorboss shall undertake a forensic analysis of the Outage (including analysis of end-to-end network logs) to determine the cause of the Outage in order to determine whether the Outage is a Qualifying Outage.

3.4 Vorboss shall share a summary of the outcome of its analysis performed in accordance with Clause 3.3 and may (at its absolute discretion and subject to the Customer’s confidentiality obligations set out in the General Terms) share details of the analysis, but Vorboss’ decision as to whether a Qualifying Outage has occurred (and, if so, the duration of such Qualifying Outage) shall be final.

4. Service Credit Process

4.1 The Parties agree that the aggregate amount of Service Credits payable to the Customer for any Service in respect of any Qualifying Outages in a calendar year shall not exceed 100% of the Charges paid by the Customer in accordance with the relevant Order in that calendar year.

4.2 Vorboss shall use reasonable endeavours to proactively identify a Qualifying Outage and issue any Service Credits due to the Customer in accordance with the principles set out in this Service Guarantee.

4.3 In addition to Clause 4.2, where the Customer believes it is entitled to Service Credits (in accordance with Clause 2), the Customer shall submit a written claim to its Vorboss customer success manager (or in the absence of one, to customer-service@vorboss.com) within three (3) calendar months of the Qualifying Outage (“Service Credit Claim Period”). If the Customer fails to submit its claim within the Service Credit Claim Period, notwithstanding clause 10.7 of the General Terms, the Customer waives its right to receive such Service Credit.

4.4 Following a valid claim for Service Credits in accordance with Clause 4.3, Vorboss shall validate the Customer’s claim to Service Credits in accordance with the principles set out in this Service Guarantee.

4.5 Where Vorboss proactively determines that Service Credits are due to the Customer in accordance with Clause 4.2 or is of the view (acting reasonably) that Service Credits are due to the Customer following a claim made by the Customer in accordance with Clause 4.3, Vorboss shall issue the Service Credit against the Customer’s next monthly invoice, unless the determination is made by Vorboss five (5) Business Days or less before the next invoice date, in which case Vorboss shall issue the Service Credit against the following month’s invoice.

4.6 The Service Credits set out in this Service Guarantee are the Customer’s sole and exclusive remedy in respect of any Outage and any root cause giving rise to such Outage.

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