1. Scope
This Service Level Agreement ("SLA") forms part of the Terms of Service and uses the terms defined there. It applies to paid subscriptions to Badger Commerce tools while your account is in good standing. It does not apply to free trials, beta or preview features, or anything provided free of charge.
2. Uptime commitment
We aim to make each tool you subscribe to available at least 99.9% of the time in each calendar month("Monthly Uptime"), measured per tool. If we do not meet this target for a tool in a given month, you may claim a service credit as set out below.
3. How availability is measured
A tool is "Unavailable" when it cannot perform its core function for reasons within our reasonable control. Monthly Uptime is calculated as:
Monthly Uptime = (Total minutes in the month − Unavailable minutes) ÷ Total minutes in the month
Unavailable minutes exclude any Excused Downtime (see section 5). We measure availability using our own monitoring and logs, which are the reference for any credit claim.
4. Service credits
If Monthly Uptime for a tool falls below 99.9% in a month, your credit for that tool is calculated pro-rata to the downtime:
Service Credit = (Unavailable minutes ÷ Total minutes in the month) × the subscription fee paid for that tool for that month
In other words, the credit reflects the proportion of the month the tool was down. The total credit for a tool in any month is capped at 100% of that month's subscription fee for that tool — so a credit can never exceed what you paid for it.
Credits are applied against a future invoice for the same tool. They have no cash value, are not refundable or exchangeable for cash, and do not carry over beyond the cap.
5. Excused downtime
The following do not count as Unavailability and do not give rise to a credit:
- Scheduled maintenance for which we give reasonable advance notice.
- Emergency maintenance needed to protect the security or integrity of the service.
- Factors outside our reasonable control, including force majeure, your own network or equipment, and outages of third-party networks or providers we do not control.
- Suspension or restriction resulting from your breach of the Terms or non-payment.
- Free trials, beta or preview features, and free-of-charge use.
6. How to claim a credit
To claim, email [email protected] within 30 days of the end of the month in which the downtime occurred, identifying the affected tool and the approximate dates and times. We will verify the claim against our monitoring and, if valid, apply the credit to your next invoice. Claims made after 30 days may not be honoured.
7. Sole remedy and liability
Service credits, calculated and capped as above, are your sole and exclusive remedy for any failure to meet the uptime commitment or for any unavailability of the Services. To the fullest extent permitted by law, we are not liable for any indirect or consequential loss, or for lost profits, revenue, or data, arising from downtime. Our overall liability remains subject to the limits in the Terms of Service.
8. Changes
We may update this SLA from time to time. When we make material changes we will update the date above and, where appropriate, notify you. The version in force is the one published here.
9. Contact
Questions about this SLA or a credit claim can be sent to [email protected]. This SLA is part of your agreement with Kedos Consulting Limited, the party you subscribe through.