This Service Level Agreement (“SLA”) describes the availability commitment and remedies for the Convoy Cloud Service and applies to customers on the Pro plan and to Enterprise customers where expressly referenced in an Order Form. It is incorporated into and subject to the Master SaaS Subscription Agreement(the “Agreement”). Capitalized terms not defined here have the meanings in the Agreement. This SLA does not apply to Free or Starter plans.
1. Availability Commitment
Subject to the terms below, Convoy will use commercially reasonable efforts to make the Convoy Cloud API available with a Monthly Uptime Percentage of at least 99.9%during each calendar month (the “Availability Target”).
2. Definitions
“Monthly Uptime Percentage” means 100% minus the percentage of minutes during the calendar month in which the Convoy Cloud API was Unavailable, excluding Excluded Downtime.
“Unavailable” means the Convoy Cloud API returns errors for all valid requests to submit or retrieve batches due to a failure of Convoy-controlled infrastructure, sustained for at least five (5) consecutive minutes.
“Excluded Downtime” means unavailability caused by: (a) scheduled maintenance for which Convoy gave at least 48 hours' notice; (b) emergency maintenance; (c) factors outside Convoy's reasonable control, including force-majeure events and Internet or cloud-provider failures; (d) Customer-side issues, such as those due to equipment, software, or technology used by Customer that is not under Convoy's control; (e) Customer's failure to configure or use the Convoy Service in accordance with the Documentation; (f) Model Provider outages, deprecations, throttling, or content-policy refusals; (g) suspension or termination under the Agreement or AUP; or (h) beta, trial, or free features.
3. Service Credits
If the Monthly Uptime Percentage falls below the Availability Target in a calendar month, Customer may request a service credit as follows, subject in all cases to the annual cap in this Section 3:
| Monthly Uptime Percentage | Service Credit (% of that month's fees) |
|---|---|
| Below 99.9% but at or above 99.0% | 10% |
| Below 99.0% but at or above 95.0% | 25% |
| Below 95.0% | 50% |
Service credits are calculated against the subscription fees paid by Customer for the affected Service in the month in which the shortfall occurred (excluding usage/token and credit-pack charges unless stated on an Order Form). Notwithstanding the percentages in the table above or anything else in this SLA, total Service Credits will not exceed 10% of the fees for the affected subscription during the applicable annual period of the Customer's Term (the “Annual Credit Cap”), which is the sole controlling cap on Service Credits.
4. Claiming Credits
To receive a credit, Customer must submit a request to contact@cnvy.ai within thirty (30) days after the end of the month in which the shortfall occurred, including the dates, times, and affected requests. Convoy will validate the claim against its monitoring records, which are the authoritative source.
5. Sole Remedy
Service credits are Customer's sole and exclusive remedy, and Convoy's sole liability, for any failure to meet the Availability Target. All Service Credits are subject to the Annual Credit Cap in Section 3. Credits are not available to accounts with past-due amounts during the affected period. Approved credits are applied to a future invoice and have no cash value. Service Credits may only be applied toward the renewal or purchase of additional Services by Customer and must be applied within one year of issuance, otherwise the service credit will automatically expire. Service Credits will not apply in the event of Customer's breach of the underlying Agreement.
6. Support Response Targets
Convoy will use commercially reasonable efforts to respond to support requests within the following target times based on plan and severity. Response targets are goals, not guarantees, unless an Order Form states otherwise.
| Severity | Description | Pro target response | Enterprise target response |
|---|---|---|---|
| S1 — Critical | Service Unavailable, no workaround | 4 business hours | 1 hour, 24x7 |
| S2 — High | Major function impaired | 1 business day | 4 business hours |
| S3 — Normal | Minor issue or question | 2 business days | 1 business day |
| S4 — Low | Feature request, documentation | Best effort | Best effort |
7. Self-Hosted (Convoy Enterprise) Note
For self-hosted Convoy Enterprise deployments, the Software runs in the Customer Environment, and availability of the deployed instance depends on the Customer Environment and is Customer's responsibility. This SLA's availability commitment does not apply to self-hosted deployments except for any Convoy-operated components and only as expressly stated in an Order Form.