PREAMBLE

This Service Level Agreement ("SLA") forms part of and is governed by the PHOENIQS Terms of Service ("ToS") and the Data Processing Agreement ("DPA"). It describes the service availability commitments, support response times, and remedies available to Customers. Capitalised terms not defined here have the meanings set out in the ToS or DPA. This SLA applies to PHOENIQS-provided Infrastructure-as-a-Service (IaaS), Platform-as-a-Service (PaaS), and Software-as-a-Service (SaaS) offerings, including PHOENIQS-hosted AI models and the Phoenix Chat application (“PHOENIQS Online Services”) where the application of this SLA is described on the Portal or agreed in an excuted order form.

1. DEFINITIONS

1.1 “Downtime” means the total minutes of the calendar month during which the PHOENIQS Online Services are not accessible to the Customer, except for Excluded Downtimes.

1.2 “Monthly Fees” means one-twelfth of the annual subscription fee for the PHOENIQS Online Services.

1.3 “Service Credit” means the percentage of the Monthly Fees refunded to the Customer as a result of a failure to meet the Service Availability Rate during that calendar month.

1.4 “Scheduled Maintenance” means such activities of PHOENIQS required to maintain or improve the systems supporting the PHOENIQS Online Services, including but not limited to, installation of hardware, software or Updates.

1.5 “Uptime” means the total minutes of the calendar month.

2. SERVICE AVAILABILITY

2.1 Service Availability Rate. PHOENIQS commits to a minimum Uptime percentage of 99.99% for PHOENIQS Online Services, measured on a 24x7x365 basis, excluding scheduled maintenance agreed in advance (“Service Availability Rate”). The Service Availability Rate is calculated as follows:

[(Uptime – Downtime) / Uptime] * 100

2.2 Scheduled Maintenance. PHOENIQS will provide at least 48 hours’ notice of Scheduled Maintenance. Maintenance windows will, where possible, be scheduled outside of core business hours. Emergency maintenance may be conducted without notice where necessary for security or stability. PHOENIQS will use reasonable efforts to limit Scheduled Maintenance to twelve (12) hours of per calendar quarter.

2.3 Excluded Downtimes. Downtime which occurred due to any of the following shall be excluded for the purpose of calculating the Service Availability Rate (“Excluded Downtimes”):

a) downtime caused by Customer misuse or unauthorised actions;

b) downtime caused by third-party applications, integrations, or providers not under PHOENIQS’s control;

c) beta/preview features;

d) force majeure events as defined in the ToS; or

e) Scheduled Maintenance or emergency maintenance required to apply patches or fixes, or other maintenance activities mutually agreed with the Customer.

3. MEASUREMENT AND REPORTING

3.1 Availability is measured monthly using PHOENIQS’ monitoring systems, which track service uptime at the infrastructure and application layers.PHOENIQS will provide the Customer with a quarterly report summarizing the PHOENIQS’ performance against the applicable service-level commitments.

3.2 If Customer anticipates an increase in its use of the relevant services of more than 30% compared with its previous usage volume, Customer will provide PHOENIQS with reasonable prior written notice to enable PHOENIQS to assess and, where appropriate, adjust the relevant processes, availability and resources.

4. SERVICE CREDITS

4.1 If PHOENIQS fails to meet the committed Service Availability Rate for a specific calendar month, the Customer is entitled to claim Service Credits by submitting a claim to support@phoeniqs.com within thirty (30) days of the end of the affected calendar month.

4.2 Service Credit Calculation. Service Credits are calculated as a percentage of the monthly fee for the affected Service, based on the Monthly Uptime Percentage, as follows: