Service Level Agreement (SLA)

This Service Level Agreement (“SLA”) forms part of the Master Subscription Agreement (“Agreement”) entered into between Educrowd Pty Ltd (ACN 608 372 265) or Skills Base Pty Ltd (ACN 162 216 444), as the case may be, of 33 Mackey Street, North Geelong, Victoria, Australia 3215 (“Skills Base”), and the customer ("Customer"). The Skills Base entity contracting with the Customer will be identified in the applicable Order Form or, in the case of a Self Service Customer or where no Order Form has been issued, on the applicable tax invoice. Where Educrowd Pty Ltd is the contracting entity, it acts as an authorised and licensed distributor of the Skills Base platform, the intellectual property of which is owned and developed by Skills Base Pty Ltd.

In this SLA, references to "Skills Base” are to the contracting entity identified above (which, where the contracting entity is Educrowd Pty Ltd, acts under licence from Skills Base Pty Ltd) providing access to and licensing the Skills Base platform. Skills Base and Customer are sometimes referred to jointly as the "parties" or singularly as a "party".

Capitalised terms not defined in this SLA have the meanings given in the Agreement.

Where an applicable Order Form expressly provides different service levels, the Order Form will prevail to the extent of the inconsistency.

1. Definitions

1.1 Applicable Monthly Fee

“Applicable Monthly Fee” means the recurring Service Fee attributable to the affected Covered Service and Instance for the relevant calendar month. For example, for an annually prepaid subscription, the Applicable Monthly Fee is one-twelfth of the applicable annual recurring Service Fee.

The Applicable Monthly Fee excludes taxes, Professional Services fees, implementation fees, usage charges, third-party charges and other non-recurring fees.

1.2 Covered Service

“Covered Service” means the production Skills Base web application provided to the Customer as part of its paid Subscription Services.

1.3 Downtime

“Downtime” means the total number of whole minutes during which, for at least five consecutive minutes:

a) the Covered Service fails availability checks from at least two independent monitoring locations; or

b) at least 50% of server-side requests to the Core Functions fail or time out.

Downtime begins when either threshold is first met and ends when the applicable threshold is no longer met.

Downtime does not include:

a) Excluded Downtime;

b) failures affecting only an individual Authorized User, device, network connection or geographic location;

c) failure of a non-Core Function where the Covered Service remains materially usable; or

d) performance degradation that does not meet either threshold above.

1.4 Event

“Event” means an Incident, service request, question or other matter submitted to Skills Base Support.

1.5 Excluded Downtime

“Excluded Downtime” means unavailability, interruption or degradation described in Section 5.

1.6 Global Support Hours

“Global Support Hours” means the continuous period:

a) beginning at 9:00 am each Monday in Melbourne, Australia, as observed in the Australia/Melbourne time zone; and

b) ending at 5:00 pm each Friday in New York, United States, as observed in the America/New York time zone.

Global Support Hours automatically account for daylight-saving time changes in Melbourne and New York.

Support requests may be submitted at any time. Support targets accrue only during Global Support Hours and pause outside Global Support Hours.

1.7 Incident

“Incident” means an unplanned interruption to, degradation of, or material operational or security issue affecting the Covered Service.

An Incident may occur whether or not it ultimately causes the Monthly Uptime Percentage to fall below the Availability Commitment.

1.9 Maintenance Window

“Maintenance Window” means a period during which Skills Base may perform planned maintenance that could affect the Covered Service.

1.10 Monthly Uptime Percentage

“Monthly Uptime Percentage” means the percentage of total minutes in the relevant calendar month during which the Covered Service was available, calculated as:

(Total minutes in the calendar month − Downtime minutes) ÷ Total minutes in the calendar month × 100

For the avoidance of doubt, Excluded Downtime is not counted as Downtime.

1.11 Recovery Point Objective

“Recovery Point Objective” or “RPO” means the maximum targeted period of Customer Data changes that may be lost following a disaster-recovery event.

1.12 Recovery Time Objective

“Recovery Time Objective” or “RTO” means the targeted period within which the Covered Service is restored after Skills Base formally invokes its disaster-recovery process.

1.13 Response Time

“Response Time” means the period between Skills Base Support receiving an Event and providing an initial substantive acknowledgement or response.

Response Time does not mean that the Event has been restored or permanently resolved.

1.14 Scheduled Downtime

“Scheduled Downtime” means unavailability caused by maintenance actually performed during a Maintenance Window.

The occurrence of an unrelated Incident during a Maintenance Window does not make that Incident Scheduled Downtime.

1.15 Service Credit

“Service Credit” means:

a) a credit applied against future Service Fees; or

b) an equivalent extension of the affected subscription,

calculated under Section 7.

1.16 Service Level

“Service Level” means a commitment, objective or target expressly stated in this SLA.

1.17 Skills Base Support

“Skills Base Support” means the Skills Base team responsible for assisting Customers with Events relating to the Subscription Services.

Customers may contact Skills Base Support at: https://www.skills-base.com/technical-support

1.18 Support Day

“Support Day” means 24 Support Hours.

1.19 Support Hour

“Support Hour” means one elapsed hour occurring during Global Support Hours.

1.20 Core Functions

“Core Functions” means authentication to the Instance and access to the primary Skills Base application interface and Customer Data.

2. Eligibility and Scope

2.1 This SLA applies only where the Customer:

a) holds a valid, paid and unexpired Skills Base License;

b) has paid all undisputed amounts due under the Agreement; and

c) complies with the Agreement and applicable product documentation.

2.2 This SLA applies only to the Customer’s paid, production Instance.

2.3 This SLA does not apply to:

a) Free Services or Free Trials;

b) beta, preview or early-access Features;

c) test, demonstration, sandbox or other non-production environments;

d) Professional Services;

e) Skills Base public websites, knowledge bases, support portals or status pages;

f) third-party integrations, applications or services; or

g) services or Features expressly excluded in an applicable Order Form or product documentation.

3. Availability Commitment

Skills Base's Availability Commitment for the Covered Service is a Monthly Uptime Percentage of at least 99.9% in each calendar month.

4. Availability Measurement

4.1 Monthly Uptime Percentage will be calculated separately for each affected Instance.

4.2 Calendar months and Downtime will be measured using Coordinated Universal Time (“UTC”).

4.3 Skills Base’s server-side monitoring, synthetic availability checks, application logs and infrastructure records will be the primary basis for determining whether Downtime occurred and its duration.

Skills Base will reasonably consider reliable supporting information provided by the Customer.

4.4 Where a subscription begins or ends during a calendar month, only the period during which the Customer was entitled to use the Covered Service will be included in the calculation.

4.5 Where only part of the Customer’s Subscription Services is affected, Skills Base will, acting reasonably, allocate the recurring Service Fees attributable to the affected Covered Service and Instance for the purpose of calculating any Service Credit.

4.6 Where a Customer reasonably disputes Skills Base's determination of Downtime or Monthly Uptime Percentage, Skills Base will, acting reasonably, review the determination and provide the Customer with sufficient information to explain the basis of the calculation, subject to confidentiality, security and third-party restrictions. Nothing in this SLA gives the Customer a right to access or audit Skills Base's systems, logs, infrastructure or confidential information.

5. Excluded Downtime

The Availability Commitment does not apply to unavailability, interruption or degradation caused by:

a) Scheduled Downtime;

b) emergency maintenance actually performed and reasonably required to address a security vulnerability, protect the Services or Customer Data, prevent material disruption or comply with law;

c) circumstances outside Skills Base’s reasonable control, including failures or delays affecting internet services, cloud infrastructure, hosting services, content-delivery networks, domain-name services, telecommunications services or other third-party infrastructure not under Skills Base’s direct control;

d) the Customer’s or an Authorized User’s acts, omissions, data, instructions, equipment, software, network, internet connection, identity provider, security settings or configuration;

e) a third-party integration, application, product or service selected, configured or controlled by the Customer;

f) use of the Services contrary to the Agreement, applicable documentation or Skills Base’s reasonable instructions;

g) the Customer continuing to use the Services contrary to remedial or preventative instructions provided by Skills Base;

h) suspension or restriction of the Services permitted under the Agreement;

i) distributed denial-of-service attacks, malicious attacks or security incidents that Skills Base could not reasonably have prevented using its applicable security controls;

j) Customer-requested maintenance, configuration, testing, migration, integration or data-processing activities;

k) the Customer exceeding applicable usage, capacity or rate limits; or

l) Free Services, Free Trials, beta, preview, early-access or non-production functionality.

Section 5(c) does not exclude Downtime to the extent that the unavailability was caused or materially contributed to by Skills Base’s software, configuration, operation or failure to comply with generally applicable requirements of the relevant third-party provider.

6. Maintenance

6.1 During a Maintenance Window, some or all of the Covered Service may temporarily become unavailable.

6.2 The standard Maintenance Window applying to all Customers is: Monday, 12:00 am to 4:00 am UTC.

6.3 An additional Maintenance Window applies to Customers hosted in the Australian hosting region: Wednesday, 6:00 am to 10:00 am UTC.

6.4 Only unavailability caused by maintenance actually being performed during a Maintenance Window constitutes Scheduled Downtime.

6.5 A Maintenance Window does not mean that maintenance will necessarily occur or that the Covered Service will be unavailable for the entire period.

6.6 Where planned maintenance is expected to cause material unavailability, Skills Base will use commercially reasonable efforts to notify affected Customers at least five days in advance.

Notice may be provided through email, the Covered Service, a status page or another appropriate communication channel.

6.7 Skills Base may schedule an additional Maintenance Window or extend an existing Maintenance Window by providing at least five days’ advance notice where reasonably practicable.

6.8 Skills Base will use commercially reasonable efforts to:

a) minimise the frequency and duration of Scheduled Downtime;

b) perform maintenance without material interruption where reasonably practicable; and

c) schedule maintenance to minimise Customer disruption.

6.9 Skills Base may perform emergency maintenance without advance notice where reasonably necessary.

Skills Base will notify affected Customers when reasonably practicable.

7. Service Credits

Where the Monthly Uptime Percentage falls below the Availability Commitment, the Customer may claim the following Service Credit:

7.1 The maximum aggregate Service Credit for all Downtime occurring during a calendar month is 50% of the Applicable Monthly Fee.

7.2 Multiple Incidents occurring during the same calendar month will be aggregated when determining the applicable Monthly Uptime Percentage.

7.3 Service Credits will be calculated only against Service Fees attributable to the affected Covered Service and Instance.

7.4 Skills Base will apply an approved Service Credit via one of the following:

a) by extending the affected subscription by an according duration of time, or

b) against a future invoice or renewal payment

7.5 An equivalent subscription extension will be calculated using:

a) the recurring pricing and subscription scope applying during the affected calendar month; and

b) the daily recurring fee for the affected Covered Service and Instance.

For monthly subscriptions, the daily recurring fee is the Applicable Monthly Fee divided by 30. For annual subscriptions, the daily recurring fee is the applicable annual recurring Service Fee divided by 365.

Any resulting subscription extension will be rounded up to the nearest whole day.

7.6 Service Credits:

a) have no cash value and do not entitle the Customer to a cash refund or payment;

b) are non-transferable;

c) cannot be applied to another customer, account, Instance or service;

d) cannot be duplicated or compounded for the same Downtime; and

e) are available only where the Customer has paid all undisputed amounts due under the Agreement.

8. Service Credit Claims

8.1 Service Credits are not issued automatically.

8.2 The Customer must submit a Service Credit claim through Skills Base Support within 30 days after the end of the calendar month in which the Downtime occurred.

8.3 The claim must include:

a) the Customer and affected Instance;

b) the date and approximate commencement and conclusion time of each alleged period of Downtime;

c) the applicable time zone;

d) a description of the affected functionality and impact; and

e) any reasonably available supporting information.

8.4 Skills Base may request additional information reasonably required to validate the claim.

8.5 Skills Base will, acting reasonably, validate the claim and determine the applicable Service Credit using its monitoring systems, application logs, infrastructure records and reliable supporting information provided by the Customer.

8.6 Failure to submit a substantially complete claim within the required period will waive the Customer’s contractual entitlement to a Service Credit for that calendar month.

9. Support Response and Restoration Targets

9.1 Nature of targets

The support targets in this Section are non-binding operational objectives.

They:

a) do not form part of the Availability Commitment;

b) do not generate Service Credits;

c) do not constitute guaranteed response, restoration or resolution times;

d) do not create an independent basis for breach of the Agreement; and

e) may be affected by the nature and complexity of the Event, Customer cooperation, third-party dependencies and other circumstances.

9.2 Target Response Times

9.3 Target Restoration or Workaround Times

9.4 Permanent remediation

A restoration or workaround target does not require Skills Base to provide a permanent software correction within the stated period.

Following restoration or provision of a reasonable workaround, Skills Base will pursue permanent remediation as soon as reasonably practicable, taking account of severity, risk, complexity and release-management requirements.

9.5 Timing rules

a) Support targets begin when an Event is received during Global Support Hours.

b) Where an Event is received outside Global Support Hours, the applicable target begins at the next commencement of Global Support Hours.

c) Support targets pause when Global Support Hours end and resume when Global Support Hours recommence.

d) Time spent awaiting information, access, approval or action reasonably required from the Customer is excluded.

e) Skills Base may reasonably reclassify an Event where its actual impact, urgency or available workaround differs from the initial classification.

f) Restoration may include recovery, rollback, configuration change, replacement, temporary correction or provision of a reasonable workaround.

10. Impact and Urgency Classification

10.1 Impact

Skills Base will, acting reasonably, classify each Event according to its impact and urgency using the criteria in this Section.

10.2 Urgency

10.3 Skills Base may, acting reasonably, reclassify an Event based on:

a) the number and proportion of affected users;

b) the materiality of the affected functionality;

c) whether a reasonable workaround is available;

d) data-integrity or security implications; and

e) the information reasonably available during investigation.

11. Incident Management and Communications

11.1 Skills Base will use commercially reasonable efforts to investigate, contain, restore and remediate material Incidents.

11.2 For a material Incident, Skills Base may communicate through:

a) email to designated Customer contacts;

b) an applicable status page;

c) the Covered Service;

d) a support portal; or

e) another appropriate communication channel.

11.3 Communications may include:

a) acknowledgement of the Incident;

b) available information about its scope and impact;

c) material restoration developments;

d) available workarounds; and

e) confirmation of restoration or closure.

11.4 The frequency and content of communications will depend on the severity of the Incident and the availability of reliable information.

11.5 Skills Base may withhold information where disclosure could compromise security, breach confidentiality, affect another customer or third party, or contravene law.

12. Disaster-Recovery Objectives

12.1 Skills Base will maintain business-continuity, backup and disaster-recovery processes appropriate to the nature of the Services.

12.2 The operational disaster-recovery objectives for the Covered Service are:

12.3 The RTO begins when Skills Base, acting reasonably, formally determines that the disaster-recovery process must be invoked and is measured continuously in elapsed time.

12.4 The RPO means that, following a disaster-recovery event, up to 24 hours of Customer Data may need to be restored or re-created from available records.

12.5 The RTO and RPO apply only to events requiring invocation of the disaster-recovery process. They do not apply to ordinary Incidents that can be restored through normal operational procedures.

12.6 The RTO and RPO are non-binding operational objectives. Unless expressly stated otherwise in an applicable Order Form, they:

a) are not guaranteed Service Levels;

b) do not generate Service Credits; and

c) do not create an independent basis for breach of the Agreement.

12.7 Downtime occurring during a disaster-recovery event remains subject to the Availability Commitment unless it constitutes Excluded Downtime.

13. Exclusive Remedy

Service Credits are the Customer’s sole and exclusive contractual financial remedy for any breach of this SLA by Skills Base, including any failure to meet the Availability Commitment or any support, maintenance, incident-management, disaster-recovery or communications provision of this SLA.

This Section does not exclude or limit any right or remedy that cannot lawfully be excluded or limited.

14. General

14.1 This SLA applies only while the Customer holds a valid, paid and unexpired Skills Base License and complies with the Agreement.

14.2 This SLA does not create any commitment concerning uninterrupted or error-free operation other than the express Availability Commitment.

14.3 Changes to this SLA will be made in accordance with the provisions governing updates to the Agreement.