Service Level Agreement (SLA)

1. Service Level Commitment

During the cloud subscription period, Cedalo must provide the following uptime percentage to the Customer (the “Service Level Commitment”):

Cloud PlanSingle NodeHigh Availability
S-Plan97%98.5%
M-Plan98.5%99.5%
L Plan98.9%99.9%
EnterpriseUp to 99,99999%

2. Service Credits

If Cedalo does not meet the specified Service Level, Cedalo will provide Service Credits as compensation to the Customer according to the following terms.

2.1. Eligibility

To be eligible to receive a service credit for Cedalo’s failure to meet the Service Level Commitment (“Service Credit”), the Customer must send an E-Mail to [email protected] within fifteen (15) days after the end of the calendar month in which the alleged failure occurred and provide any other reasonably requested information or documentation. Furthermore, it must include:

  1. Time, date, and duration of the Downtime and the System logs of the customer that document the failed connect and publish attempts
  2. The version and configuration of each client
  3. Service Credits in the subject line

2.2. Issuance

In the event that Cedalo confirms a failure to meet the Service Level Commitment, Cedalo will allocate the Service Credit, calculated as outlined in Appendix A, towards a future payment owed by the Customer for the affected Cloud Product, assuming the Customer’s account is fully up to date with no outstanding payments or disputes. Unused Service Credits will not be refunded or converted into cash value. Service Credits cannot be transferred or applied to any other Cedalo account or Product. The total Service Credit applied to an invoice will not exceed 100% of the amount billed for the affected Cloud Product during the relevant billing period (Service Credits are applied to future invoices and not the month during which the outage occurred).

2.3. Reseller Purchases

If the Customer obtained the Cloud Product through a Reseller, (a) either the Customer or the Reseller may submit an email as specified in Section 2.1, and (b) any Service Credit will be based on the fees Cedalo charged the Reseller for the Customer’s usage of the Cloud Product, according to the terms of the Reseller’s relevant order(s) with Cedalo. Cedalo will issue the Service Credits directly to the Reseller, and it will be the Reseller’s sole responsibility to apply the appropriate credits to the Customer. This is only applicable if Cedalo hosts the Cloud Product.

3. Exclusions

The following events are outside Cedalo’s reasonable control and do not factor into determining the Service Level. Therefore, they will not be counted as Downtime when calculating the Monthly Uptime Percentage:

a. Instances where service interruptions occur due to the Customer’s failure to perform agreed-upon or required corrective actions concerning the SaaS Services, or where Cedalo is prevented from performing such actions, or where the Customer does not provide necessary information that Cedalo reasonably requires to deliver the SaaS Services.

b. Unavailability caused by any unlawful or non-compliant actions (or omissions) of the Customer, including those of the Customer’s users, or by improper use of passwords and access credentials.

c. Issues resulting from third-party services, hardware, or software that are beyond Cedalo’s control, such as problems related to inadequate bandwidth or incompatible systems.

d. Situations where Cedalo exercises its rights to suspend access to the SaaS Services, as outlined in the Cedalo SaaS Terms, due to violating the Customer’s obligations.

e. Events that affect the availability of Cedalo’s or its subcontractors’ servers due to factors beyond Cedalo’s control, including but not limited to force majeure, third-party actions (e.g., DDoS attacks, network intrusions, denial of service attacks), for which Cedalo cannot be held accountable under normal market conditions.

g. Any disruptions in public networks, internet infrastructure, or computer networks that are beyond Cedalo’s control and that may temporarily or permanently hinder access to the SaaS Services, for which Cedalo cannot be held liable.

h. Maintenance Windows refers to scheduled periods during which Cedalo may carry out maintenance activities that result in the SaaS Services being temporarily unavailable. Cedalo will inform the Customer of these maintenance times at least three days in advance in written form. Each month, the total allowed duration for Maintenance Windows per Cedalo Subscription is up to four hours. If the subscription does not cover the full calendar month, the allowable Maintenance Window time for that month will be adjusted proportionally.

i. If the Cedalo Cloud Product is not hosted by Cedalo, the SLA is not applicable

j. Service credits cannot be requested by customers who are in default of payment.

Appendix A Service Credits

Uptime Deviation from GuaranteeService Credits (% of Net Subscription Fee)
0.01% – 1.0% below guarantee7,5%
>1.0% – 10.0% below guarantee15%
More than 10% below guarantee25%

Example calculation

  • High Availability M-Plan Subscription 
  • Total minutes in a 30-day calendar month: 43,200
  • Downtime Minutes during the same month: 50 
  • Downtime percentage: 0.11574% (50 divided by 43,200)
  • 100% minus  0.1157% gives a monthly uptime of 99.88%
  • According to this Service Level Agreement, the customer would be eligible for Service Credits equal to 7,5% of the monthly fees for the affected Cloud Product during the month the downtime occurred.

Appendix B Definitions

  • Downtime refers to the total number of minutes in a given calendar month during which the entire Cedalo Subscription, as booked by the Customer, is unavailable. Downtime does not include Downtime periods lasting less than one minute per hour.
  • Monthly Uptime Percentage is calculated by taking the total number of minutes in a calendar month, subtracting the minutes of Downtime during that month, then dividing the result by the total number of minutes in the month, and multiplying by 100 to get a percentage.
  • Service Credit refers to an amount of money, representing a percentage of the monthly Subscription fees for the Cedalo Subscription, calculated as outlined above and credited to the Customer per the procedure detailed in this Service Level Agreement.

Applicable Terms and Jurisdiction

In any case, the General Terms and Conditions of Cedalo GmbH apply (https://cedalo.com/terms-and-conditions/), particularly the rules regarding law and jurisdiction as specified in Section I, General Conditions, §11.