Service Level Agreement
Introduction
Service Level Agreement ("SLA")
1.1 Purpose
This Service Level Agreement ("SLA") establishes the service availability commitments, performance objectives, maintenance practices, service credit framework, and related service level obligations applicable to the cloud communications, telecommunications, artificial intelligence ("AI"), software, and managed services provided by Sagecom Inc. ("Sagecom, " "we, " "our, " or "us"). This SLA is intended to define commercially reasonable service availability expectations while providing a consistent framework for measuring service availability, managing service interruptions, and issuing Service Credits where applicable. This SLA is not a warranty of uninterrupted or error-free operation and does not guarantee that every interruption, defect, or service issue will be corrected within a specified period. Except as expressly provided herein, the remedies described in this SLA constitute the Customer's sole and exclusive remedies for any failure by Sagecom to meet the applicable Service Availability Commitment.
1.2 Scope
This SLA applies to the production Services purchased directly from Sagecom under an applicable Master Terms of Service, Order Form, Subscription Agreement, Enterprise Agreement, or other written agreement that expressly incorporates this SLA. Subject to the terms, exclusions, and limitations contained herein, this SLA applies to the following Sagecom Services, where included within the Customer's subscription: Cloud PBX Services; Unified Communications as a Service (UCaaS); Hosted Voice Services; Virtual OƯice Services; SIP Trunking Services; Business Messaging Services; Customer Portal;
Communications APIs; Artificial Intelligence Services, including AI Receptionists, AI Voice Agents, AI Customer Service Agents, AI Sales Agents, AI Workflows, AI Knowledge Bases, AI Integrations, and AI APIs; Managed Services; and any additional cloud communications or software services expressly designated by Sagecom as being covered by this SLA. Professional Services, consulting services, implementation services, training, custom development, beta services, preview services, pilot programmes, proof-of-concept deployments, and other non-production oƯerings are excluded from this SLA unless expressly stated in the applicable Order Form or Statement of Work.
1.3 Relationship to Other Agreements
This SLA forms part of the contractual relationship between Sagecom and the Customer and is incorporated by reference into the applicable Master Terms of Service. This SLA should be read together with the following documents, as applicable: Master Terms of Service; Order Forms; Enterprise Agreements; Statements of Work; Service Attachments; Enterprise Privacy & Cookies Policy; Data Processing Addendum ("DPA"); AI Services Terms; AI Transparency & Responsible Use Policy; Communications & Call Recording Policy; Acceptable Use Policy; and any other documents expressly incorporated into the Customer's Agreement.
If a conflict exists between this SLA and the Master Terms of Service regarding service availability commitments or Service Credits, this SLA shall control solely with respect to those matters. In all other respects, the Master Terms of Service shall prevail.
1.4 Commercially Reasonable EƯorts
Sagecom will use commercially reasonable eƯorts to maintain the Service Availability Commitment described in this SLA. However, the Customer acknowledges that the Services depend upon internet connectivity, telecommunications carriers, cloud infrastructure providers, artificial intelligence providers, third-party software, customer equipment, and other external systems that are outside Sagecom's reasonable control. Accordingly, Sagecom does not guarantee uninterrupted availability, uninterrupted telecommunications connectivity, uninterrupted access to third-party services, or correction of all service issues within any specified timeframe.
1.5 Sole Remedy
Except where otherwise required by Applicable Law, the Service Credits expressly described in this SLA constitute the Customer's sole and exclusive remedy for any failure by Sagecom to achieve the applicable Service Availability Commitment. Under no circumstances shall this SLA be interpreted as expanding Sagecom's liability beyond the limitations, exclusions, disclaimers, and remedies contained in the Master Terms of Service.
2. Definitions
For purposes of this Service Level Agreement ("SLA"), the following capitalised terms have the meanings set forth below. Capitalised terms not defined herein shall have the meanings assigned to them in the applicable Master Terms of Service.
"Agreement" Means the Master Terms of Service, this Service Level Agreement, the applicable Order Form, Enterprise Agreement, Statement of Work ("SOW"), Service Attachments, and all
policies incorporated by reference, collectively governing the Customer's use of the Services.
"Availability" Means the percentage of time during a calendar month that the applicable Service is available for Customer access, calculated in accordance with the Availability formula set forth in this SLA.
"Availability Target" Means Sagecom's monthly Service Availability commitment of 99.5% for the applicable production Services, excluding Excluded Downtime and Scheduled Maintenance.
"Business Day" Means any day other than a Saturday, Sunday, or public holiday observed by Sagecom in the jurisdiction from which the applicable Services are primarily managed.
"Customer" Means the individual, business entity, governmental organisation, reseller, or other legal entity that has entered into an Agreement with Sagecom for the purchase or use of the Services.
"Customer Environment" Means all systems, networks, internet connections, telecommunications services, devices, software, infrastructure, equipment, cloud environments, and third-party services owned, controlled, or managed by the Customer or its service providers.
"Customer Equipment"
Means any hardware, software, IP telephones, mobile devices, routers, switches, firewalls, computers, internet services, local area networks, wireless networks, or other equipment not owned or operated by Sagecom.
"Downtime" Means an unscheduled interruption during which the applicable production Service is unavailable to the Customer due solely to a failure of Sagecom's production platform. Downtime begins after one (1) continuous minute of complete Service unavailability and ends when the aƯected Service has been restored. Downtime does not include any Excluded Downtime, Scheduled Maintenance, Emergency Maintenance, or interruptions otherwise excluded under this SLA.
"Emergency Maintenance" Means maintenance performed by Sagecom without standard advance notice where immediate action is reasonably necessary to: protect the security or integrity of the Services; prevent fraud; respond to cybersecurity threats; address critical software defects; comply with Applicable Law; protect Customer information; or prevent material operational disruption.
"Excluded Downtime" Means any interruption, degradation, delay, or Service unavailability that is excluded from Availability calculations under Section 5 of this SLA, including circumstances outside Sagecom's reasonable control.
"Force Majeure Event" Has the meaning assigned in the Master Terms of Service and includes events beyond Sagecom's reasonable control, including natural disasters, war, governmental actions, widespread internet failures, cloud infrastructure failures, telecommunications carrier failures, utility outages, cyberattacks by third parties, and similar events.
"Monthly Recurring Charges" Means the recurring subscription fees paid by the Customer for the aƯected Service during the applicable calendar month. Monthly Recurring Charges exclude: taxes; regulatory fees; usage charges; international calling charges; implementation fees; Professional Services; consulting fees; one-time charges; hardware purchases; activation fees; number porting fees; and any other non-recurring charges. Where Services are billed annually or under another billing cycle, Monthly Recurring Charges shall mean the prorated monthly equivalent of the recurring subscription Fees for the aƯected Service.
"Production Services"
Means generally available commercial Services provided by Sagecom and expressly covered by this SLA. Production Services exclude: beta services; preview features; pilot programmes; proof-of-concept deployments; evaluation services; demonstration environments; laboratory environments; and other pre-release oƯerings.
"Scheduled Maintenance" Means routine maintenance, upgrades, updates, replacements, or other planned work performed by Sagecom that may temporarily aƯect Service availability and for which Sagecom provides advance notice in accordance with this SLA.
"Service" or "Services" Means the production cloud communications, telecommunications, artificial intelligence, software, and related services provided by Sagecom that are expressly covered by this SLA, including, as applicable: Cloud PBX; Unified Communications (UCaaS); Hosted Voice; Virtual OƯice; SIP Trunking; Business Messaging;
Customer Portal; Communications APIs; Artificial Intelligence Services; AI Receptionists; AI Voice Agents; AI Customer Service Agents; AI Sales Agents; AI Workflows; AI Knowledge Bases; AI APIs; and other production services designated by Sagecom.
"Service Availability" Means the calculated percentage of time that a covered Service is available during a calendar month after excluding Scheduled Maintenance, Emergency Maintenance, and Excluded Downtime.
"Service Credit" Means a credit issued by Sagecom in accordance with this SLA for verified failure to meet the applicable Availability Target. Service Credits: are the Customer's sole and exclusive remedy for Service Availability failures; may only be applied to future invoices for the aƯected Service; have no cash value unless required by Applicable Law; are subject to the limitations contained in this SLA.
"Subscription Term"
Means the period during which the Customer is authorised to use the applicable Services under the Agreement.
"Third-Party Provider" Means any telecommunications carrier, internet service provider, cloud infrastructure provider, artificial intelligence provider, payment processor, software vendor, data centre operator, integration provider, or other third party upon whom the Services may depend.
Interpretation Unless the context requires otherwise: headings are included for convenience only and do not aƯect interpretation; the words "including, " "includes, " and "including without limitation" shall be interpreted as illustrative and not restrictive; references to the singular include the plural and vice versa; references to one gender include all genders; references to laws include amendments, successor legislation, and implementing regulations; and capitalised terms not defined in this SLA shall have the meanings assigned to them in the Master Terms of Service. In the event of any inconsistency between this SLA and the Master Terms of Service, the terms of this SLA shall govern solely with respect to Service Availability commitments, Service Credits, and other matters expressly addressed in this SLA. In all other respects, the Master Terms of Service shall prevail.
3.1 Availability Commitment
Subject to the terms, conditions, exclusions, and limitations of this Service Level Agreement ("SLA"), Sagecom will use commercially reasonable eƯorts to maintain a monthly Service Availability of 99.5% (the "Availability Target") for the applicable production Services during each calendar month.
This Availability Target applies collectively to the following production Services, where subscribed by the Customer: Cloud PBX; Unified Communications as a Service (UCaaS); Hosted Voice; Virtual OƯice; SIP Trunking; Business Messaging; Customer Portal; Communications APIs; Artificial Intelligence ("AI") Services, including AI Receptionists, AI Voice Agents, AI Customer Service Agents, AI Sales Agents, AI Workflows, AI Knowledge Bases, AI APIs, and related production AI Services; and any other production Service expressly designated by Sagecom as being covered under this SLA. Availability is measured on a calendar-month basis. This Availability Target applies only to production Services operating within Sagecom's production environment and does not apply to services, features, or environments expressly excluded under this SLA. Nothing in this SLA guarantees uninterrupted or error-free operation of the Services. Sagecom does not warrant that every interruption, degradation, fault, defect, or service issue will be corrected within any specified period.
3.2 Availability Calculation
Service Availability for each applicable calendar month shall be calculated using the following formula: Availability (%) = [1 – (Total Minutes of Downtime ÷ Total Minutes in the Calendar Month)] × 100 For purposes of this calculation:
Total Minutes of Downtime means the cumulative number of verified minutes of Downtime aƯecting the applicable production Service during the calendar month, excluding all Excluded Downtime, Scheduled Maintenance, Emergency Maintenance, and any other exclusions identified in this SLA. Total Minutes in the Calendar Month means the total number of minutes in the applicable calendar month. Downtime begins after one (1) continuous minute of complete Service unavailability attributable solely to Sagecom's production platform and ends when the aƯected Service has been restored to normal operational availability. Only verified Downtime confirmed by Sagecom's monitoring systems or technical investigation shall be included in the Availability calculation.
3.3 Measurement Standards
Availability measurements shall be based upon Sagecom's operational monitoring systems, network logs, platform telemetry, incident records, and other commercially reasonable diagnostic information maintained by Sagecom. Customer-generated measurements, third-party monitoring tools, browser-based monitoring, internet latency tests, endpoint monitoring, or other Customer-operated monitoring systems shall not, by themselves, determine Service Availability or establish entitlement to Service Credits. Where measurement discrepancies exist, Sagecom's operational records shall control unless the Customer provides clear and convincing technical evidence demonstrating a material error.
3.4 Service Scope
The Availability Target applies solely to the availability of Sagecom's production Services and shall not be interpreted as guaranteeing: uninterrupted telecommunications connectivity; uninterrupted internet connectivity; uninterrupted access through third-party telecommunications carriers; uninterrupted access through third-party cloud providers;
uninterrupted operation of Customer Equipment; compatibility with third-party applications or integrations; uninterrupted operation of third-party APIs; uninterrupted operation of Customer-managed networks; uninterrupted access to services provided by third-party vendors; or uninterrupted operation during Scheduled Maintenance, Emergency Maintenance, or Excluded Downtime.
3.5 Sole Performance Commitment
The Availability Target described in this Section represents Sagecom's sole contractual service availability commitment. If Sagecom fails to achieve the applicable Availability Target, the Customer's exclusive remedy shall be the Service Credits expressly provided in this SLA, subject to all eligibility requirements, exclusions, limitations, and claim procedures set forth herein. No failure to achieve the Availability Target shall constitute a material breach of the Agreement unless expressly stated otherwise in this SLA or required by Applicable Law.
4.1 Covered Services
Subject to the terms, conditions, exclusions, and limitations of this Service Level Agreement ("SLA"), Sagecom's 99.5% Availability Target applies only to the production Services expressly identified in this Section and purchased by the Customer under an applicable Order Form, Subscription Agreement, Enterprise Agreement, or other written agreement. Availability commitments apply only to Sagecom-managed production platforms and infrastructure and do not extend to Customer-managed environments, third-party services, or other components expressly excluded under this SLA. The following Services are covered by this SLA.
4.2 Cloud PBX
Cloud PBX Services include Sagecom's hosted business telephone platform and core telephony services, including, where applicable: call processing; extension management; auto attendants; hunt groups; ring groups; call forwarding; voicemail; voicemail-to-email; call routing; business hours routing; administrative portal access; and other production Cloud PBX functionality.
4.3 Unified Communications (UCaaS)
UCaaS Services include Sagecom's unified communications platform, including supported production features such as: voice calling; video communications; team messaging; presence; desktop applications; mobile applications; collaboration services; contact management; and
other production UCaaS functionality made generally available by Sagecom.
4.4 Hosted Voice
Hosted Voice Services include Sagecom's hosted voice infrastructure supporting inbound and outbound voice communications over supported telecommunications networks. Covered functionality may include: inbound calling; outbound calling; direct inward dial (DID) services; call routing; voicemail; call management features; and supported hosted voice services operating within Sagecom's production environment.
4.5 Virtual OƯice
Virtual OƯice Services include cloud-based business communications features designed to support remote and hybrid work environments, including: virtual business telephone numbers; extension services; auto attendants; voicemail; call forwarding; simultaneous ring; mobile integration; desktop applications; and other supported production Virtual OƯice features.
4.6 SIP Trunking
SIP Trunking Services include production SIP connectivity provided through Sagecom's managed telecommunications platform. Covered Services may include: SIP session management; call origination; call termination; inbound connectivity; outbound connectivity; DID support; and other production SIP Trunking functionality. SIP interoperability with Customer-managed PBXs, firewalls, routers, internet services, or third-party telecommunications equipment is subject to Customer configuration and is not guaranteed under this SLA.
4.7 Business Messaging
Business Messaging Services include supported production messaging services, including: SMS messaging; MMS messaging; business notifications; appointment reminders; authentication messages; workflow-generated messages; AI-assisted messaging; messaging APIs; and other supported production messaging functionality.
Availability under this SLA applies only to Sagecom's messaging platform and does not guarantee message delivery by third-party mobile carriers or messaging providers.
4.8 Communications APIs
Communications APIs include Sagecom-managed production application programming interfaces ("APIs") supporting authorised Customer integrations. Covered APIs may include: voice APIs; messaging APIs; provisioning APIs; authentication APIs; webhook services; AI APIs; customer portal APIs; and other production APIs expressly designated by Sagecom. This SLA applies only to API platform availability and does not guarantee: successful execution of Customer-developed applications; third-party integration availability; Customer software performance; third-party API availability; or internet connectivity.
4.9 Customer Portal
Customer Portal Services include Sagecom's production web-based administrative platform used to manage subscribed Services. Covered functionality may include: account administration;
user management; service configuration; billing access; reporting; provisioning functions; support functions; AI management tools; and other production portal features made generally available by Sagecom. Temporary feature limitations, reporting delays, background processing activities, or maintenance activities that do not materially prevent Customer access to the Customer Portal shall not constitute Downtime under this SLA.
4.10 Artificial Intelligence (AI) Services
AI Services include Sagecom's production artificial intelligence oƯerings, including, where subscribed: AI Receptionists; AI Voice Agents; AI Customer Service Agents; AI Sales Agents; AI Appointment Scheduling; AI Call Routing; AI Knowledge Bases; AI Workflow Automation; AI Conversation Intelligence; AI Call Summarisation; AI Document Retrieval; AI Email and SMS Automation;
AI Chat Assistants; AI Integrations; AI APIs; and other production AI Services designated by Sagecom. For purposes of this SLA, Availability applies solely to the operational availability of Sagecom's AI platform and related production services. This SLA does not guarantee: the accuracy of AI-generated responses; response quality; business outcomes; transcription accuracy; translation accuracy; AI decision-making; hallucination-free responses; uninterrupted availability of third-party large language models ("LLMs"); uninterrupted availability of third-party speech recognition providers; uninterrupted availability of third-party text-to-speech providers; uninterrupted availability of third-party AI infrastructure. Any degradation or interruption caused by third-party AI providers, cloud infrastructure providers, telecommunications carriers, internet service providers, Customer Content, Customer prompts, or Customer configurations shall constitute Excluded Downtime under this SLA.
4.11 Services Not Covered
Unless expressly stated otherwise in an executed Enterprise Agreement or applicable Service Attachment, this SLA does not apply to: Professional Services;
consulting services; implementation projects; onboarding services; training; custom software development; beta, preview, pilot, alpha, or evaluation services; proof-of-concept deployments; Customer-developed integrations; third-party software; Customer Equipment; Customer-managed infrastructure; internet connectivity; telecommunications services provided by third-party carriers outside Sagecom's operational control; or any service expressly identified by Sagecom as excluded from this SLA. The Customer acknowledges that these services are provided on a commercially reasonable eƯorts basis and are governed by the Master Terms of Service, applicable Statements of Work, or other contractual documents rather than the Availability commitments contained in this SLA.
5.1 Excluded Downtime
For purposes of calculating Service Availability under this Service Level Agreement ("SLA"), Excluded Downtime means any interruption, degradation, delay, reduction in performance, partial loss of functionality, or Service unavailability that is not directly caused by Sagecom's failure to operate its production platform and is therefore excluded from Availability calculations and Service Credit eligibility. Excluded Downtime includes, without limitation, any interruption, degradation, or unavailability resulting from one or more of the following circumstances.
5.2 Scheduled Maintenance
Downtime occurring during Scheduled Maintenance performed in accordance with this SLA, including: software updates; platform upgrades; infrastructure maintenance; security enhancements; hardware replacement; database maintenance; telecommunications network maintenance; routine system optimisation; or other planned maintenance activities.
5.3 Emergency Maintenance
Emergency Maintenance reasonably undertaken by Sagecom to: address critical software defects; respond to cybersecurity threats; mitigate security vulnerabilities; prevent fraud; preserve system integrity; restore platform stability; comply with Applicable Law; comply with regulatory directives; protect Customer information; or prevent material disruption of the Services.
5.4 Third-Party Providers
Any interruption or degradation resulting from the acts or omissions of third parties outside Sagecom's reasonable control, including: telecommunications carriers; local exchange carriers; long-distance carriers; mobile network operators; internet service providers; cloud hosting providers; data centre operators; content delivery networks (CDNs); DNS providers; payment processors; identity providers; authentication providers; certificate authorities; Large Language Model (LLM) providers; speech-to-text providers; text-to-speech providers; translation providers; artificial intelligence providers; third-party APIs; third-party software vendors; integration providers; or any other third-party infrastructure or services upon which the Services depend.
5.5 Internet and Network Connectivity
Any interruption, latency, packet loss, routing issue, degradation, or failure arising from: the public Internet; Customer internet connections; ISP routing; internet congestion; DNS failures; BGP routing events; backbone carrier failures; regional internet disruptions; submarine cable failures; network peering issues; or other internet infrastructure outside Sagecom's operational control.
5.6 Customer Environment
Any interruption or Service degradation resulting from the Customer's environment, including: Customer Equipment; Customer networks; routers; switches; firewalls; wireless networks; endpoint devices; local power failures;
Customer software; unsupported browsers; unsupported operating systems; SIP devices; PBXs; Customer-managed cloud environments; virtual machines; security software; VPN services; proxy servers; or any other Customer-controlled infrastructure.
5.7 Customer Actions
Downtime or Service degradation resulting from: Customer configuration errors; administrative changes; deletion of configurations; credential changes; API misuse; excessive API requests; unsupported integrations; Customer-developed software; Customer scripts; Customer automation; Customer modifications; misuse of the Services;
failure to follow Sagecom documentation; negligence; intentional misconduct; or failure to maintain required technical configurations.
5.8 Security Events
Service interruptions resulting from: malware; ransomware; phishing attacks; credential theft; denial-of-service attacks; distributed denial-of-service (DDoS) attacks; account compromise; unauthorised access; bot attacks; malicious traƯic; cyberattacks by third parties; security investigations; fraud prevention measures; or security controls implemented to protect the Services.
5.9 Artificial Intelligence Services
With respect to AI Services, Excluded Downtime also includes interruptions or degraded performance resulting from: third-party AI model availability;
LLM provider outages; AI inference delays; third-party AI rate limits; model changes implemented by third-party providers; speech recognition provider outages; text-to-speech provider outages; translation provider outages; Customer prompts; Customer Knowledge Bases; Customer workflow configurations; Customer-uploaded content; AI safety controls; AI content filtering; AI moderation services; or third-party AI platform limitations. For the avoidance of doubt, this SLA applies only to the operational availability of Sagecom's AI platform and does not guarantee the accuracy, completeness, quality, suitability, consistency, or business outcome of AI-generated responses.
5.10 Third-Party Integrations
Interruptions caused by: CRM platforms; ERP systems; payment gateways; email providers; messaging providers; calendar systems;
collaboration platforms; webhook destinations; external APIs; authentication providers; directory services; or any Customer-authorised third-party integration.
5.11 Regulatory and Governmental Actions
Interruptions resulting from: governmental orders; court orders; regulatory directives; law enforcement actions; telecommunications authority requirements; sanctions; export restrictions; legal compliance requirements; emergency governmental actions; or changes in Applicable Law.
5.12 Force Majeure
Any interruption resulting from a Force Majeure Event as defined in the Master Terms of Service, including: natural disasters; hurricanes; floods;
earthquakes; pandemics; epidemics; war; terrorism; civil unrest; labour disputes; utility failures; widespread internet failures; cloud infrastructure failures; telecommunications carrier failures; supply chain disruptions; or any event beyond Sagecom's reasonable control.
5.13 Beta and Pre-Release Services
This SLA does not apply to: beta services; preview features; alpha releases; pilot programmes; proof-of-concept deployments; evaluation services; demonstration environments; experimental AI features; or other pre-release functionality designated by Sagecom.
5.14 Partial Service Degradation
The following shall not constitute Downtime unless they render the applicable production Service substantially unavailable: temporary latency; isolated feature degradation; delayed report generation; delayed analytics; delayed transcript generation; delayed AI summaries; delayed message delivery caused by third-party carriers; temporary API throttling; intermittent performance fluctuations; cosmetic user interface defects; non-material software bugs; or degradation aƯecting optional or non-essential features.
5.15 General Exclusion
Sagecom shall not be responsible for, and no Service Credits shall accrue for, any interruption, degradation, delay, reduced functionality, or Service unavailability arising from circumstances outside Sagecom's reasonable control or otherwise excluded under this SLA. Sagecom will use commercially reasonable eƯorts to coordinate with aƯected third-party providers and restore Services as soon as reasonably practicable where such events occur. However, Sagecom does not warrant or guarantee the performance, availability, response times, or restoration times of any third-party provider or external infrastructure. For purposes of calculating Service Availability and determining eligibility for Service Credits, all Excluded Downtime shall be omitted from the Availability calculation and shall not be considered a failure by Sagecom to meet the applicable Availability Target.
6.1 Scheduled Maintenance
To maintain the security, availability, reliability, performance, and ongoing operation of the Services, Sagecom may perform planned maintenance, upgrades, updates, replacements, testing, and other operational activities ("Scheduled Maintenance"). Scheduled Maintenance may include, without limitation: software updates; operating system patches; security updates; infrastructure upgrades; telecommunications network maintenance; database optimisation; hardware replacement; cloud platform upgrades; AI platform improvements; API updates; performance optimisation; capacity expansion; disaster recovery testing; security testing; and other maintenance activities reasonably necessary to maintain the Services. Scheduled Maintenance shall not constitute Downtime and shall be excluded from the Service Availability calculation.
6.2 Maintenance Windows
Where commercially practicable, Sagecom will schedule maintenance during periods that are expected to minimise disruption to Customers.
Maintenance windows may vary depending upon: the aƯected Service; geographic region; cloud infrastructure provider; telecommunications carrier requirements; regulatory obligations; security requirements; and operational considerations. Sagecom does not guarantee that Scheduled Maintenance will occur during any particular time period or outside the Customer's normal business hours.
6.3 Advance Notice
Where commercially reasonable, Sagecom will provide advance notice of Scheduled Maintenance by one or more of the following methods: the Customer Portal; email; system notifications; service status page; administrative notifications; or other reasonable communication channels. Sagecom will generally endeavour to provide at least seven (7) days' advance notice of Scheduled Maintenance that is reasonably expected to materially aƯect Service availability. Failure to provide advance notice shall not invalidate Scheduled Maintenance where immediate operational, technical, security, or business considerations reasonably prevent such notice.
6.4 Emergency Maintenance
Sagecom may perform Emergency Maintenance without prior notice whenever Sagecom reasonably determines that immediate action is necessary to: address critical software defects; mitigate cybersecurity threats; remediate security vulnerabilities; respond to active cyberattacks; prevent fraud; restore Service stability; prevent material Service degradation; protect Customer information; preserve network integrity; comply with Applicable Law; comply with governmental or regulatory directives; comply with telecommunications carrier requirements; prevent material operational disruption; or protect Sagecom, its Customers, or third-party infrastructure. Emergency Maintenance shall not constitute Downtime for purposes of this SLA.
6.5 Customer Notification
Where practicable under the circumstances, Sagecom will use commercially reasonable eƯorts to notify aƯected Customers of Emergency Maintenance as soon as reasonably possible. Such notification may be provided before, during, or after the commencement of Emergency Maintenance depending upon the urgency of the circumstances. Nothing in this Section obligates Sagecom to delay Emergency Maintenance where immediate action is reasonably necessary to protect the Services, Customer information, or Sagecom's infrastructure.
6.6 Customer Cooperation
Customers shall cooperate with reasonable maintenance activities by: installing supported software updates where applicable; maintaining compatible Customer Equipment; following published maintenance instructions; updating integrations where required; implementing configuration changes reasonably requested by Sagecom; maintaining current administrative contact information; and promptly responding to reasonable requests necessary to restore aƯected Services. Sagecom shall not be responsible for delays, interruptions, or Service degradation resulting from the Customer's failure to cooperate with maintenance activities or implement required technical updates.
6.7 Third-Party Maintenance
Certain Services rely upon third-party providers, including telecommunications carriers, cloud infrastructure providers, internet service providers, artificial intelligence providers, payment processors, identity providers, and other technology vendors. Maintenance, upgrades, emergency changes, or service interruptions performed by such third parties are outside Sagecom's reasonable control and shall constitute Excluded Downtime under this SLA where they aƯect the availability of the Services. Sagecom will use commercially reasonable eƯorts to coordinate with aƯected third-party providers and restore Services as soon as reasonably practicable but does not warrant or guarantee the scheduling, duration, or outcome of third-party maintenance activities.
6.8 No Service Credits
Scheduled Maintenance, Emergency Maintenance, and third-party maintenance activities described in this Section are expressly excluded from the Service Availability calculation. Accordingly: no Service Credits shall accrue;
no Availability Target shall be deemed missed; and such maintenance shall not constitute a breach of this SLA or the Agreement. For the avoidance of doubt, Sagecom reserves the right to perform maintenance whenever reasonably necessary to maintain the security, integrity, performance, compliance, or continued operation of the Services. Nothing in this SLA shall be interpreted as limiting Sagecom's ability to implement updates, security enhancements, infrastructure improvements, architectural changes, or other operational modifications that Sagecom reasonably determines are necessary for the continued delivery of the Services.
7.1 Exclusive Remedy
Subject to the terms, conditions, exclusions, and limitations of this Service Level Agreement ("SLA"), if Sagecom fails to achieve the applicable 99.5% Availability Target during a calendar month, the Customer may be eligible to receive a Service Credit as set forth in this Section. Service Credits constitute the Customer's sole and exclusive remedy for any failure by Sagecom to satisfy the Availability Target. Except where expressly required by Applicable Law, the Customer shall not be entitled to: monetary damages; refunds; service fee reductions; contract penalties; loss of business claims; consequential damages; or any other compensation arising from a failure to meet the Availability Target.
7.2 Service Credit Schedule
If Sagecom verifies that the monthly Availability for the aƯected Service falls below the applicable Availability Target, the Customer may be eligible for the following Service Credits. Monthly Service Availability Service Credit Less than 99.5% but greater than or equal to 98.0% 5% of the aƯected Service's Monthly Recurring Charges Less than 98.0% but greater than or equal to 95.0% 10% Less than 95.0% but greater than or equal to 90.0% 15% Less than 90.0% but greater than or equal to 80.0% 20% Less than 80.0% but greater than or equal to 60.0% 25% Less than 60.0% 30% Service Credits are calculated solely on the Monthly Recurring Charges for the specific aƯected Service. Professional Services, implementation fees, hardware, taxes, regulatory fees, usage charges, AI consumption charges, international calling charges, messaging charges, one-time fees, and all non-recurring charges are excluded from Service Credit calculations.
7.3 Eligibility Requirements
To qualify for a Service Credit, the Customer must: maintain an active subscription for the aƯected Service; remain in material compliance with the Agreement; have paid all undisputed Fees when due; submit a written Service Credit request within thirty (30) days after the end of the calendar month in which the alleged SLA failure occurred;
provide suƯicient information reasonably requested by Sagecom to investigate the claim. Failure to satisfy these requirements constitutes a waiver of the applicable Service Credit.
7.4 Verification
All Service Credit requests are subject to verification by Sagecom. Eligibility shall be determined using Sagecom's: production monitoring systems; operational logs; network records; incident records; platform telemetry; and other commercially reasonable diagnostic information. Sagecom's records shall govern unless the Customer provides clear and convincing technical evidence demonstrating a material error.
7.5 Application of Credits
Approved Service Credits: will be applied to a future invoice for the aƯected Service; are non-transferable; may not be exchanged for cash except where required by Applicable Law; may not be applied to unrelated Sagecom products or services; expire upon termination of the aƯected Service unless otherwise required by Applicable Law. Sagecom reserves the right to apply credits only after verification of eligibility.
7.6 Credit Limitations
Notwithstanding anything to the contrary contained in this Agreement: Service Credits shall never exceed thirty percent (30%) of the Monthly Recurring Charges for the aƯected Service during the applicable calendar month; no Service Credit shall accrue for any interruption attributable to Excluded Downtime; Service Credits shall not accrue where the Customer contributed to or caused the interruption; Service Credits shall not apply to beta services, preview services, Professional Services, consulting, implementation services, or other services excluded from this SLA.
8. No Cumulative Credits
Service Credits under this SLA are cumulative only within the limits expressly stated herein and shall not be duplicated. Where a single event, incident, outage, degradation, or interruption aƯects multiple Sagecom Services or multiple contractual documents, the Customer shall be entitled to recover only one (1) Service Credit for that event. Without limitation: Service Credits available under this SLA may not be combined with credits available under another Sagecom service level agreement; Service Credits may not be combined with contractual remedies provided under an Enterprise Agreement, Order Form, Statement of Work, promotional programme, or other commercial arrangement unless Sagecom expressly agrees in writing; Service Credits shall not exceed the Monthly Recurring Charges for the aƯected Service; multiple incidents arising from the same root cause shall be treated as a single incident for purposes of calculating Service Credits. If the same outage aƯects: Cloud PBX; UCaaS;
Hosted Voice; Virtual OƯice; SIP Trunking; Business Messaging; Communications APIs; Customer Portal; Artificial Intelligence Services; or any combination of Sagecom Services, the Customer shall receive only the highest applicable Service Credit for the aƯected Monthly Recurring Charges and shall not receive duplicate or overlapping credits. For the avoidance of doubt, Service Credits provided under this SLA are intended to fully satisfy Sagecom's obligations arising from any verified failure to achieve the applicable Availability Target. The Customer waives any claim for additional contractual compensation arising solely from such failure except where expressly required by Applicable Law or expressly agreed by Sagecom in a separate written agreement.
9.1 Successive SLA Failure
A Successive SLA Failure occurs only where Sagecom fails to achieve the applicable 99.5% Availability Target for the same subscribed production Service during three (3) separate calendar months within any rolling twelve (12)-month period, and the Customer has received verified Service Credits for each such month under this SLA. For purposes of this Section: only verified Service Availability failures qualify; only months for which Sagecom has approved a Service Credit shall be counted; months aƯected solely by Excluded Downtime shall not be counted; failures aƯecting diƯerent Services shall not be aggregated.
9.2 Customer Remedy
If a Successive SLA Failure occurs, the Customer may terminate only the specific aƯected Service by providing Sagecom with written notice within thirty (30) days after the third verified SLA Failure. Upon a valid termination under this Section, Sagecom will refund the prorated portion of any prepaid recurring subscription Fees attributable solely to the unused portion of the aƯected Service's Subscription Term. No refund shall be provided for: Professional Services; implementation services; consulting services; onboarding services; custom development; usage-based charges; telecommunications charges; messaging charges; AI consumption charges; taxes; regulatory fees; third-party charges; hardware; one-time fees; or any non-recurring charges. Termination under this Section shall not constitute a breach of the Agreement by Sagecom.
9.3 Exclusive Remedy
The termination right described in this Section, together with any applicable Service Credits previously issued, constitutes the Customer's sole and exclusive remedy for a Successive SLA Failure. Except where expressly required by Applicable Law, the Customer shall not be entitled to: additional Service Credits; refunds beyond those expressly provided herein; damages; penalties; loss of profits; loss of revenue; business interruption claims; consequential damages; or any other compensation arising from a Successive SLA Failure.
9.4 Limitations
A Successive SLA Failure shall not occur where the underlying Service interruption resulted wholly or partially from: Excluded Downtime; Scheduled Maintenance; Emergency Maintenance; Force Majeure Events; third-party telecommunications carriers; cloud infrastructure providers; internet service providers; third-party AI providers; Customer Equipment; Customer networks;
Customer configurations; Customer misuse of the Services; Customer breach of the Agreement; or any circumstance outside Sagecom's reasonable control.
10.1 Relationship to the Agreement
This Service Level Agreement forms an integral part of the Agreement between Sagecom and the Customer and shall be interpreted together with the: Master Terms of Service; applicable Order Forms; Enterprise Agreements; Statements of Work; Enterprise Privacy & Cookies Policy; Data Processing Addendum (DPA); AI Services Terms; AI Transparency & Responsible Use Policy; Acceptable Use Policy; Communications & Call Recording Policy; and any applicable Service Attachments. Except as expressly provided in this SLA, all capitalised terms have the meanings assigned in the Master Terms of Service.
10.2 Order of Precedence
If a conflict exists between this SLA and another Agreement document regarding Service Availability, Scheduled Maintenance, Excluded Downtime, or Service Credits, this SLA shall govern solely with respect to those matters.
In all other respects, the Master Terms of Service shall prevail.
10.3 Changes to this SLA
Sagecom may modify this SLA from time to time to: improve operational practices; reflect technological developments; respond to changes in Applicable Law; address security requirements; accommodate changes in telecommunications infrastructure; reflect new Services; or improve service management practices. Material changes will become eƯective following reasonable advance notice in accordance with the Master Terms of Service or as otherwise required by Applicable Law. Continued use of the Services after the eƯective date of an updated SLA constitutes acceptance of the revised SLA.
10.4 Limitation of Remedies
This SLA establishes only Sagecom's service availability commitments. Nothing contained herein shall: expand Sagecom's warranties; modify the limitation of liability contained in the Master Terms of Service; create additional indemnification obligations; establish guaranteed response or restoration times; guarantee uninterrupted operation of the Services; or create any remedy other than the Service Credits expressly provided herein.
10.5 Reservation of Rights
Sagecom reserves the right to: improve, modify, replace, or discontinue Services or Service features; update underlying technologies; replace cloud infrastructure providers; replace telecommunications carriers; update AI models or AI providers; modify system architecture; implement security enhancements; introduce new operational procedures; and perform maintenance as reasonably necessary to maintain the security, reliability, compliance, and performance of the Services. Nothing in this SLA shall be interpreted as limiting Sagecom's ability to operate, secure, improve, or modernise its Services.
10.6 Entire SLA
This SLA constitutes the complete and exclusive agreement between the parties regarding Service Availability commitments and supersedes any prior oral or written representations relating to service levels. No employee, reseller, partner, distributor, consultant, or other representative of Sagecom is authorised to modify this SLA except through a written amendment executed by an authorised representative of Sagecom.
10.7 Governing Law
This SLA shall be governed by the governing law, dispute resolution procedures, limitation of liability provisions, and other legal terms contained in the Master Terms of Service.
10.8 Sole and Exclusive Remedies
The Customer acknowledges and agrees that:
Service Credits provided under this SLA constitute the Customer's sole and exclusive contractual remedy for any failure by Sagecom to achieve the applicable Service Availability Commitment; the remedies described in this SLA replace all other contractual remedies relating to Service Availability; no failure to satisfy the Availability Target shall constitute a material breach of the Agreement except as expressly stated in Section 9 (Successive SLA Failure); and all other rights and remedies are governed exclusively by the Master Terms of Service. This SLA shall be interpreted to provide commercially reasonable service commitments while preserving the allocation of risk, limitation of liability, and exclusive remedies agreed by the parties under the Agreement.
11.1 Master Terms of Service
The Master Terms of Service constitute the primary agreement governing the Customer's use of the Services. The Master Terms of Service establish, among other matters: the formation of the Agreement; service ordering and provisioning; subscription terms; customer responsibilities; acceptable use requirements;
fees and billing; intellectual property rights; confidentiality; warranties; indemnification; limitation of liability; suspension and termination; governing law; dispute resolution; and other general contractual terms. This SLA supplements the Master Terms of Service solely with respect to Service Availability Commitments, Availability Calculations, Scheduled Maintenance, Excluded Downtime, and Service Credits. Nothing in this SLA expands Sagecom's obligations beyond those expressly set forth herein or modifies the allocation of risk established in the Master Terms of Service.
11.3 AI Services Terms
The AI Services Terms govern the Customer's use of Sagecom's Artificial Intelligence Services, including: AI Receptionists; AI Voice Agents; AI Customer Service Agents; AI Sales Agents; AI Workflows; AI Knowledge Bases; AI APIs; AI-generated content; AI prompts; AI outputs; AI transparency; human oversight; acceptable AI use; and AI-specific limitations.
This SLA applies only to the operational availability of Sagecom's AI platform and does not guarantee: AI accuracy; business outcomes; transcription quality; translation quality; response quality; decision-making accuracy; or uninterrupted availability of third-party AI providers. The AI Services Terms shall govern all AI-related operational, legal, and commercial matters.
11.4 Data Processing Addendum (DPA)
Where Sagecom processes Personal Data on behalf of the Customer, such processing is governed exclusively by the Data Processing Addendum ("DPA"). The DPA establishes Sagecom's obligations regarding: processing of Personal Data; processor responsibilities; confidentiality; security measures; subprocessors; international transfers; audit rights; data breach notification; data retention; deletion of Personal Data; and other data protection obligations.
Nothing contained in this SLA shall be interpreted as modifying or expanding Sagecom's obligations under the DPA.
11.5 Communications & Call Recording Policy
The Communications & Call Recording Policy governs the use of Sagecom's communications services and establishes requirements relating to: call recording; voicemail; SMS and MMS messaging; AI voice communications; communications monitoring; quality assurance; lawful interception; customer notifications; call recording consent; telecommunications compliance; and applicable legal requirements relating to voice and messaging services. Customers remain solely responsible for complying with all applicable laws governing call recording, monitoring, messaging, and customer notifications within the jurisdictions in which they operate.
11.6 Acceptable Use Policy
The Acceptable Use Policy establishes the rules governing lawful and authorised use of the Services. Without limitation, the Acceptable Use Policy addresses: prohibited activities; telecommunications abuse;
toll fraud; spam; robocalling; messaging abuse; API misuse; AI misuse; cybersecurity threats; unlawful content; intellectual property violations; network abuse; and enforcement actions. Service interruptions, restrictions, or suspensions resulting from violations of the Acceptable Use Policy constitute Excluded Downtime under this SLA and shall not qualify for Service Credits.
11.7 Order of Precedence
In the event of any inconsistency between this SLA and another incorporated document, the following order of precedence shall apply unless otherwise expressly stated in the applicable Agreement:
10. Any other incorporated policy or Service Attachment.
For the avoidance of doubt: this SLA governs only Service Availability, Availability calculations, Scheduled and Emergency Maintenance, Excluded Downtime, and Service Credits; the Master Terms of Service governs the overall contractual relationship between the parties; the Enterprise Privacy & Cookies Policy governs privacy and information security matters; the Data Processing Addendum governs Sagecom's obligations as a processor of Personal Data; the AI Services Terms govern the use and operation of AI Services; and the Communications & Call Recording Policy and Acceptable Use Policy govern the Customer's use of communications services and acceptable use of the Services. Nothing contained in this SLA shall be interpreted as expanding Sagecom's warranties, creating additional service commitments, modifying the limitation of liability, or enlarging the Customer's remedies beyond those expressly set forth in this SLA or the Master Terms of Service.
