Service Level Agreement – Elite & Experience Clouds
This Service Level Agreement (the “SLA”) governs the service level commitments for the Elite and Experience Cloud Editions of the Talkdesk Service under the Master Subscription Agreement between Talkdesk and Customer (the “Agreement”). Service level commitments for other editions of the Talkdesk Service are subject to the SLA referenced in the Order Form (if any).
The parties agree as follows:
1. Effectiveness.
1 (a) In the event of a conflict between the terms of this SLA and the terms of the Agreement, the terms of this SLA shall govern.
1 (b) This SLA is effective during the Service Term (as defined in the Agreement).
1 (c) This SLA is contingent upon Customer configuring and using the Talkdesk Service pursuant to the configuration recommendations in the Documentation, including but not limited to the recommended business continuity configurations described at https://support.talkdesk.com/hc/en-us/articles/13491706463131–Continuity-Settings-Setting-up-Continuity-Settings and https://studio.talkdesk.com/docs/configuring-routing-settings.
2. Minimum Service Level Commitment.
Talkdesk shall use commercially reasonable efforts to make the Talkdesk Service available 100% of the time during a calendar month subject to the unavailability exclusions set out herein (the “Minimum Service Level Commitment”).
3. Availability.
3(a) A Talkdesk Service is considered “available” if the customer is subscribed to said service and the end users in a particular data center can (as applicable): (1) make, receive, and forward voice calls; (2) experience call quality sufficient to allow participants in calls to hear and understand each other; (3) have digital live interactions defined as an end user and agent having a conversation using Talkdesk Digital Engagement channel or digital channels collectively which includes webchat, SMS, Facebook Messenger, and WhatsApp functions.
3(b) Talkdesk calculates available time on a monthly basis as follows:
4. Service Credit.
4(a) To be eligible for a service credit as set forth in the table below (a “Service Credit”): (i) a Talkdesk Service unavailability time must be continuous; (ii) Customer must be current in all payment obligations to Talkdesk; and (iii) Customer must request a service credit no later than 7 days after the end of the month during which the Talkdesk Service was not available, include in its request a detailed description of the time and circumstances during which the Talkdesk Service was not available, and send the request to Talkdesk at https://support.talkdesk.com/hc/en-us/requests/new (the “Service Credit Request”).
| Percentage of Time the impacted Talkdesk Service Is Available | Service Credit |
|---|---|
99.999% to 100% | None |
99.7% to less than 99.999% | 5% of monthly License Fees* for the Talkdesk Service that was not available |
Less than 99.7% | 10% of monthly License Fees* for the Talkdesk Service that was not available |
* For bundled services that do not have a separately listed price on Customer’s Order Form, the Talkdesk price list in effect as of the Start Date of the subscription will be used to determine credit allocation base, taking into consideration any discounts that have been applied. A credit will: i) not exceed 10% of the License Fee even if multiple services experience unavailability during a month; and (ii) be calculated based on the number of active agents at the time of the unavailability.
4(b) Talkdesk shall promptly review Customer’s Service Credit Request. Provided that Customer is current in all of its payment obligations to Talkdesk, Talkdesk shall apply any Service Credit to Customer’s account against fees to be paid by Customer.
4(c) The Service Credits described above are Customer’s sole and exclusive remedy, and Talkdesk’s only liability, for Talkdesk’s failure to maintain the Minimum Service Level Commitment.
5. Unavailability Exclusions.
The following circumstances will be excluded when calculating the available minutes for the Talkdesk Service:
i. any time period during which the Talkdesk Service is unavailable because of (a) disruptions in the Customer’s internal network or any internet connectivity; (b) faults within third-party services or software, telecom providers, or other systems that are not operated or controlled by Talkdesk; (c) acts or omissions of the Customer; (d) general internet outages affecting multiple third-parties; (e) network or services availability issues related to denial of service attacks and other flooding techniques; or (f) events outside of Talkdesk’s reasonable control including force majeure events; and
ii. any Scheduled Maintenance (as defined below).
6. Scheduled Maintenance.
“Scheduled Maintenance” means any time period during which Talkdesk has scheduled service maintenance, upgrades, and testing of failover capabilities. Except with respect to Scheduled Maintenance for which it is not commercially reasonable to Talkdesk to provide advanced notice, Talkdesk shall provide a minimum of 5 days advance notice of any Scheduled Maintenance and shall use commercially reasonable efforts to conduct Scheduled Maintenance between 8:00 am and 11:00 am UTC on low volume days of the week.
This online Service Level Agreement applies to all purchases made on or after November 8, 2024, unless otherwise provided in the applicable Order Form. If you made a purchase prior to that date that is subject to the online SLA, please reach out to [email protected] to access the archived terms.