• Availability (A): 

• Definition: Although not directly represented as a variable in the formula, it is the complement of Downtime. Downtime shall be reduced for the periods of unavailability due to Exceptions. 

• Calculation: A = 1 – D 

• Purpose: Availability is a core operational KPI that underpins the downtime fraction. High availability leads to lower downtime and thus lower or no compensation. 

• Downtime Fraction (DF): 

• Definition: The percentage (or proportion) of the total quarterly period during which the service was unavailable. 

• Calculation: DF = Total Downtime (hours) / Total Available Hours in the Quarter  

• Purpose: This KPI directly reflects the reliability and availability. A lower Downtime Fraction indicates higher quality and availability. 

• Normalized Downtime Factor (NDF): 

• Definition: The Normalized Downtime Factor (NDF) is a simple measurement that shows the Downtime fraction (DF) applicable to Your Availability Threshold. For Availability Treshold of 99%, when DF is exactly 1% (0.01), NDF = 0, and when DF is at 5% (0.5), NDF = 1. Any value in between scales linearly. This makes it easy to see at a glance how severe the Downtime is within that defined range. 

• Calculation: NDF = (𝐷F − 0.01)/0.05 

• Purpose: By normalizing Downtime into a simple 0-to-1 factor, NDF provides a consistent basis for scaling compensation or other performance-based adjustments proportionally within the defined Downtime range. 

• Average Monthly Charges (AMC): 

• Definition: The average of the monthly Charges You actually paid to VaultN based on Your Plan during the quarter preceding the occurrence of the Defect. 

• Calculation: AMC = (Total Charges paid during a quarter) / 3 

• Purpose: This metric serves as the base value from which Compensation is calculated. The Compensation amounts are expressed as a fraction or percentage of these average charges. 

• Compensation Tiers / Thresholds: 

• Definition: Predefined Downtime thresholds (e.g., 1% or 5%) that trigger different compensation rates or caps. 

• Purpose: These tiers create a structured, predictable, and enforceable relationship between service performance (downtime fraction) and the resulting compensation. They are not strictly performance indicators but serve as key reference points or milestones that determine different levels of financial responsibility. 

• Maximum Compensation (MC): 

• Definition: The maximum Compensation that You would be eligible under this SLA. 

• Calculation: MC = 0.5 x AMC 

4.1. Applicability by Account Type 

Whether Service Level Objectives (SLO) or Service Level Agreement (SLA) provisions apply shall depend on the specific Account Type as defined under the applicable Plan. VaultN reserves the right to offer differentiated service levels and response times according to the designated Account Type as follows: 

• SLO: Starter 

• SLA: Premium, Enterprise 

4.3. Distinction Between UI and API Access 

Defects impacting only the User Interface (UI) and not the overall system availability will be classified at a lower severity unless such defects render the entire system inaccessible. 

API-related defects with broader operational impacts or disruptions will be prioritized in alignment with the Severity Level. 

4.4. Adjustments to Availability Thresholds 

VaultN guarantees the following Availability Thresholds: 

• Starter: SLO of 99% 

• Premium: SLA of 99% 

• Enterprise: SLA of 99.9% 

Compensation for Downtime shall only apply if the Availability for the respective account level falls below these thresholds, calculated as per Article 3. 

Any Compensation referred to hereunder shall be construed as compensation against future Charges. Nothing herein shall be understood as VaultN is obligated to make any actual payment for Compensation calculated under this Article.

For Services and Add-ons, Compensation shall only be applicable in case the Availability of such Service/Add-on is below the Availability Threshold. Compensation shall only be limited to the Services, or Add-ons that are affected by the Downtime and You will not be eligible for Compensation with regards to the Services and Add-Ons that reach Availability of at least 99%.

Other than the Exceptions, the following Compensation method shall be used for damages caused by inability to resolve any Defect after the relevant Resolution Times stated in Article 3 are elapsed.

Compensation Calculation:

*: Calculated after the relevant Resolution Times are elapsed 

Example calculation for Compensation: 

• Assumed Availability and AMC 

• A = 96% = 0.96 

• AT = 99% 

• AMC: $300 

• Step 1: Determine Downtime Fraction (DF) 

• DF =1−A=1−0.96=0.04 

• Step 2: Compute NDF 

• NDF = DF−0.01/0.05 = 0.6 

• Step 3: Compute MC 

• MC = 0.5 x AMC = $150 

• Step 4: Identify the Compensation Tier 

• Since Availability is 96%, the 2nd Compensation tier will be used. 

• Step 5: Identify the Formula to be Used 

• 2nd Compensation tier (for A=0.96) is: 

• Compensation = MC x NDF 

• Step 6: Compute the Compensation 

• Compensation (for DF=0.04) = $150×0.6 = $90 

• Result: 

• For 96% Availability and an AMC of $300, the Compensation would be $90.
  

For the avoidance of doubt, no Compensation shall be due for an SLO. 

The following are considered as Exceptions to the undertakings under this SLA: 

• In case You have unpaid Charges due and invoiced; 

• In case no Services, or Add-ons are activated in Your Account; 

• Defects caused by use of third-party software, whether authorized or not; 

• Defects caused by the hardware through which the VaultN Platform, Services and Add-Ons are accessed; 

• Defects caused by the operating software installed on the hardware; 

• Defects caused by incompatibility of the VaultN Platform, Services and Add-Ons with any hardware or software used by You , any Main User or any Other Users; 

• Defects caused by Your default, which may be both physical and digital; 

• Defects caused by actions or inactions by You, any Main User, Other Users, or Your employees, agents, contractors, or vendors, or anyone gaining access to the VaultN Platform, Services, or Add-ons by means of Your passwords or equipment that are not in accordance with T&Cs and Documentation; 

• Defects caused by Force Majeure events; 

• Defects caused by third-party service providers which are beyond the control of VaultN, such as electricity and remote server outages, if any; 

• Defects caused by abuses or other behaviors that violate this SLA, T&Cs, Documentation, Terms of Services, Terms of Add-Ons and other relevant terms in force between the You and VaultN; 

• Defects resulting from your continued use of the VaultN Platform, Services, and Add-Ons after VaultN has instructed you to change your usag, and you have not made those changes; 

• Defects caused by Your enrolment to or use of beta, trial offers, early access programs, and/or demos (as determined by VaultN); 

• Inability to access the VaultN Platform, Services, Add-Ons or the inability to reach the support channels herein that are caused due to your Account not being able to meet the minimum required security for accessing such (e.g. no Multi-Factor Authentication); 

• Any Defects within environments other than the VaultN Platform, Services, or Add-ons such as the staging, testing, or sandbox environments; and 

• Maintenance windows as defined in Article 6. 

Please note that Exceptions provided above are causes for Downtime without any control or effect of VaultN, thus are not covered by this SLA. In case the VaultN Platform, Services, or Add-ons become inaccessible or unavailable due to the Exceptions provided above, no undertaking with respect to Availability shall apply during when such Exceptions continue to have adverse impact on the VaultN Platform, Services, or Add-ons. 

The SLA does not apply to any: (a) features designated as alpha or beta (unless otherwise set forth in the associated Documentation), (b) features not clearly included in this SLA. 

7.1. Maintenance 

In order to ensure the smooth operation of the VaultN Platform, Services and Add-Ons VaultN shall perform routine and extraordinary maintenances on the VaultN Platform, Services and Add-Ons or a certain part thereof. 

Routine maintenances are aimed to be performed once every two weeks. This is not an obligation, but an objective.  

VaultN may also hold scheduled maintenances upon necessity. Again, this is not an obligation but an objective. 

Routine and scheduled maintenance dates will be posted over the VaultN Platform at least 7 (seven) days prior to such maintenance. 

VaultN may initialize extraordinary maintenance if it determines any Defects. Such maintenances and their expected duration will be notified to You as soon as practical. 

7.2. Support Services 

VaultN provides e-mail support, online form support, phone support and on-site support. In case any User of an Account experiences a Defect, the following communication methods should be used in order to address the issue.  

7.2.1. E-mail, Online Form   

The support requests to be made over the e-mail shall be made to the following address: [email protected]  

The support requests to be made on the online form can be accessed through https://www.vaultn.com/contact/  

7.2.2 On-site Support 

In special circumstances where remote support is not sufficient to detect and solve the Defects, VaultN may provide on-site support to You, provided that the costs of such on-site support is covered by You separately. You shall fully cooperate and ensure the access of the representatives authorized by VaultN to all of Your facilities necessary to successfully complete the on-site support and remove the Defects. 

7.3. Support Mechanisms by Account Type 

Support services provided will depend on the specific Account Type as follows: 

Starter Account: Email and Online Form support only 

Premium Account: Email, Online Form, and Microsoft Teams Channel 

Enterprise Account: All of the above, with priority routing and optional on-site support (at additional cost). 

VaultN Platform, Services and Add-Ons may be accessed via UI or API or both, as applicable. 

VaultN shall implement all measurement and monitoring tools and procedures necessary to measure and monitor of the performance of the provision of the VaultN Platform, Services and Add-Ons against the applicable Service Levels. To this end, VaultN agrees to notify You with any issue which may likely affect the optimum provision, as either on the VaultN Platform or by sending a separate notification as e-mail, with the communication method being in the sole discretion of VaultN. 

VaultN does not collect or process any personal data pertaining to You, Your clients, employees, agents or other persons involved in your business transaction while using the VaultN Platform, Services and Add-Ons other than those you provide before using the Platform, for which proper documentation will be obtained from you. 

You understand that you and/or VaultN may be obligated, under the applicable law, to report or notify relevant regulatory authorities (including but not limited to Dutch Authorities such as Autoriteit Persoonsgegevens and Rijksoverheid) in case it is determined that there is an issue related to personal data protection or compliance, including but not limited to breach of data. For this purpose, You hereby grant an irrevocable power of attorney in favor of VaultN as an exclusive legal authorization so that VaultN may report or notify the relevant regulatory authorities or perform such actions that may be necessary with respect to issues related to personal data protection or compliance on Your behalf. 

VaultN shall be able to use this power of attorney given under this article immediately after You commence using the VaultN Platform. 

The Parties agree that laws of Netherlands shall apply to this SLA and that the jurisdiction for any conflict based hereupon shall finally fall in courts and enforcement offices in Amsterdam, Netherlands. 

This SLA shall enter into force on the Effective Date and shall remain in force until the termination of the T&Cs.