INTEGRA: Platform Service Level Agreement

Commitment: 99.8% Uptime

Transport Exchange Group will use commercially reasonable efforts to make key features of the service available with a Monthly Uptime Percentage of at least 99.8%. Subject to the SLA Exclusions, if we do not meet the Service Commitment, you will be eligible to receive a Service Credit.

A Monthly Uptime Percentage of 99.8% means that we guarantee you will experience no more than 1hour 26 minutes 56s per month of Unavailability.

Definitions

“Key Features” include:

Users able to post loads.

Users able to receive loads.

Users able to submit quotes.

Users able to receive and select quotes.

Users able to generate invoices.

Users able to approve and export invoices.

“Monthly Uptime Percentage” is calculated by subtracting from 100% the percentage of minutes during the calendar month in which the Transport Exchange Group Services were Unavailable beyond the SLA Response Times. Monthly Uptime Percentage measurements exclude downtime resulting directly or indirectly from any of the SLA Exclusions set out in clause 7.

“Office Hours” are 09:00 – 17:30 Monday to Friday.

“Report” means a report of Unavailability in accordance with clause 3.1 of this Service Level Agreement.

“Scheduled Maintenance” means Unavailability of the Transport Exchange Group Services, as announced by us prior to the Unavailability. TEG will use reasonable efforts to keep outside of core hours, endeavouring to perform maintenance between 22:00 and 06:00.

“Service Credit” means a credit denominated in GBP, calculated as set forth below, that we may credit back to an eligible account.

“Report Co-ordinator” means the person(s) who shall be responsible for reporting Unavailability to Transport Exchange Group and receiving information on the status and resolution of Errors from Transport Exchange Group, as agreed in writing between the parties from time to time.

3. Reporting Unavailability and Transport Exchange Group’s Response

A Report Co-ordinator may report Unavailability to Transport Exchange Group during Office Hours. Such reports shall be made either by phone on +44 (0) 3308 221 750 or via TEG’s platform support service as soon as the Unavailability is detected and shall include sufficient material and information to enable Transport Exchange Group to duplicate the problem, including, but not limited to:

• a clear and accurate description of the Unavailability; and
• the area of the Application and business to which it relates; and
• what function was being performed when the Unavailability occurred: and
• the Unavailability message displayed, if any; and
• the sequence of events leading up to the occurrence of the Unavailability; and
• sufficient details of the Unavailability's effect on your business operation to enable Transport Exchange Group to classify the Unavailability.
• any other information relating to the Application or the Unavailability which Transport Exchange Group requires to perform its obligations hereunder such as screenshots and recordings.

Transport Exchange Group shall respond to the Report in accordance with the SLA Response Times.

Transport Exchange Group may provide a temporary, practical circumvention (as opposed to a permanent fix) for an unavailability but shall continue to use its reasonable endeavours to provide a permanent fix.

Service Credits

Service Credits are calculated as a percentage of the charges due on your invoice in respect of the service or key feature(s) for the calendar month in which the Unavailability occurred, applied proportionally to the service or key feature(s) that were Unavailable, in accordance with the schedule below:

• For Monthly Uptime Percentage less than 99.8% but equal to or greater than 99.0%, you will be eligible for a Service Credit of 5% of the charges attributable to the affected service or key feature(s).
• For Monthly Uptime Percentage less than 99.0%, you will be eligible for a Service Credit of 10% of the charges attributable to the affected service or key feature(s).

We will apply any Service Credits only against future payments for the service or key feature(s) otherwise due from you. Service Credits will only entitle you a payment from Transport Exchange Group where there are no further payments due from you to Transport Exchange Group. Service Credits may not be transferred or applied to any other account.

Sole Remedy

Unless otherwise provided in the Terms, your sole and exclusive remedy for any unavailability, non-performance, or other failure by us to provide the Services is the receipt of a Service Credit (if eligible) in accordance with the terms of this SLA.

Credit Request and Payment Procedures

To receive a Service Credit, you must submit a claim by emailing Integra@transportexchangegroup.com by the end of the second month after which the incident occurred and must include:

• the words “SLA Credit Request” in the subject line.
• the dates and times of each Unavailability incident that you are claiming.
• the Service(s) affected.
• details of the claimed outage.

If the Monthly Uptime Percentage of such request is confirmed by us and is less than the Service Commitment, then we will issue the Service Credit to you within one calendar month. Your failure to provide the request and other information as required above will disqualify you from receiving a Service Credit.

SLA Exclusions

The Service Commitment does not apply to any Unavailability:

• that results from a suspension of the Application in accordance with the Terms.
• caused by factors outside of our reasonable control, including any force majeure event, Internet access, or problems beyond the demarcation point of the Transport Exchange Group network.
• that results from any actions or inactions of you or any third party.
• that results from the equipment, software, or other technology of you or any third party (other than third party equipment within our direct control).
• that results from failures of Transport Exchange Group Services not attributable to Unavailability; or
• that results from any Maintenance.