Trustly Service Level Agreement (SLA)

1. Uptime

2. Definitions for this SLA

• API Error Rate: total number of API Requests made to the Transaction Services from Merchant’s systems resulting in a response with HTTP Status 503 during a given period, divided by total number of distinct API Requests made to the Transaction Services from Merchant’s systems during that period. API Requests without distinct parameters, e.g. repeated identical API requests, will not count towards the API Error Rate.
• API Requests: requests that conform to the Transaction Services documentation.
• Downtime: the Transaction Services are experiencing Downtime when the API Error Rate is greater than five percent (5%) in a given period. Time is measured using the server-side timestamps of API Requests.
• Downtime Period: a period of ten (10) or more consecutive minutes of Downtime. Intermittent outages for a period of less than ten (10) minutes will not be counted towards any Downtime Periods. Periods of Scheduled Downtime are excluded from the definition as well.
• Required Monthly Uptime Percentage: total number of minutes in that month, minus total number of minutes in Downtime Periods in that month, divided by total number of minutes in that month.
• Scheduled Downtime: Trustly shall notify Merchant at least eight (8) hours in advance of all Scheduled Downtime of the Transaction Services in whole or in part (“Scheduled Downtime”). All Scheduled Downtime will (a) last no longer than four (4) hours except as otherwise agreed to in writing by Merchant; or (b) be scheduled between the hours of 12:00 a.m. to 4:00 a.m. Pacific Time. Approval of requests for Scheduled Downtime may not be unreasonably withheld.

3. SLA Exceptions

No period of Downtime will be included in calculating the Required Monthly Uptime Percentage to the extent that such Downtime is due to any of the following (“Exceptions”): (a) Merchant’s failure to implement all updates and upgrades provided by Trustly to Merchant; (b) any unauthorized alterations of or additions to the Transaction Services performed by parties other than Trustly; (c) use of the Transaction Services for a purpose other than the intended purpose of the Transaction Services; (d) failures of Merchant’s or Merchant End Users’ respective systems, services or products; (e) internet or other network traffic problems; (f) Scheduled Downtime; or (g) any actions, inactions, equipment, software or other technology of Merchant or any third party or that is caused by factors beyond the reasonable control of Trustly, including any Force Majeure. Neither party will be responsible for any failure to fulfill its obligations hereunder due to causes beyond its reasonable control, including without limitation, acts or omissions of court, government or military authority, acts of God, shortages of materials, transportation delays, internet malfunction, electrical power failure, telecommunications or utility failures, fires, floods, labor disturbances, riots or wars, hosting or similar services outages or denial of service, including a financial institution’s denial of service.

4. Service Error and Support Request Levels

Trustly will make best efforts to address support requests related to service errors within the following timeframes, with no commitments on resolution times.

5. Failure to Achieve Service Level

If the Transaction Services fail to achieve the service level set forth herein, Merchant will be entitled, as its sole and exclusive remedy, to a service credit equal to the lesser of (i) 10% of any fees due and payable for the applicable Transaction Services for the month in which the failure occurred, and (ii) $10,000.

6. Account Whitelisting

Merchant shall whitelist up to ten (10) End User accounts for each use case deployment so that Trustly Quality Assurance will be able to conduct end-to-end testing of the Transaction Services consistently and with each release. The service level and accompanying remedies for failures set forth herein are contingent on Merchant maintaining whitelisted status for these Trustly Quality Assurance-oriented accounts.