Target Uptimes. Mitel will use commercially reasonable efforts to make the Talkify
service available to you in accordance with the Target Uptime Percentages set out in Section 3 below.
"Actual Uptime" means Total Scheduled Availability minus Downtime in minutes.
"Actual Uptime Percentage" means the Actual Uptime divided by the Total Scheduled Availability
multiplied by 100 (Actual Uptime/Total Scheduled Availability X 100).
"Downtime" means the aggregate time in minutes during a calendar month in which you are not able to
access your Talkify service.
"Force Majeure Event" means an event or condition that is beyond our reasonable control and directly
or indirectly prevents us from providing you the Talkify service. Force Majeure Events include
without limitation: any act of God, natural disaster, earthquake, war, riot, civil war, blockade,
insurrection, cyberattack (hacking and DDOS), acts of public enemies, civil disturbances or general
restraint or arrest of government and people, boycott, strike (including a general strike), service
interruption by a telecommunications services provider, or connectivity delays with internet
providers outside of our reasonable control.
"Service Level Credit" means a credit applied against future fees due under your Talkify service
"Total Scheduled Availability" means 7 days a week, 24 hours a day in a calendar month in minutes.
Target Uptime Percentage. Target Uptime Percentage for the Talkify service is 99.99%
Maintenance. Mitel performs non-service impacting maintenance on a regular basis without any
notification to the customer. If service impacting maintenance is required, we will make commercially
reasonable efforts to contact you in advance.
Service Level Credits. If the Actual Uptime Percentage during any calendar month is lower than the
Target Uptime Percentage, you may claim a Service Level Credit in accordance with Sections 6 and 7. If
we confirm the same, we will give you a Service Level Credit. The value of your Service Level Credit
will be determined by multiplying your total monthly fee for the Talkify service excluding one‐time
charges in the affected month by the credit percentage set out in the chart below. The Service Level
Credit will be applied to your next monthly invoice. Service Level Credits are your sole and exclusive
remedy if the Talkify service Actual Uptime falls below the Target Uptime Percentage provided herein.
Actual Uptime Percentage
Service Level Credit Percentage
99.98% or higher
99.00% to 99.98%
98.00% to 99.00%
Less than 98.00%
Credit Request Procedures. Claims must be submitted as a support case in writing to the Talkify service
help desk within fifteen (15) calendar days of the end of the affected month and must include:
The words “SLA Credit Request” in the subject line;
A list of the case number(s), dates, times, specific Talkify service and number of users impacted by
Downtime that you are claiming;
Any other supporting documentation of your claim.
Exclusions. Downtime does not include time during which you cannot access the Talkify service as a
us performing regular or emergency maintenance,
any problems caused by modifications to the Talkify service not made or authorized by us,
any problems resulting from your combining or merging the Talkify service with any hardware or
software not supplied by us, or not identified by us as compatible with the Talkify service,
any problems resulting from the use of the Talkify service over any local area network, last mile
network or wide area network not provided by us,
any problems caused by SIP carrier services used for interconnecting to the PSTN,
any problems caused by hosted services that are under the control of third party suppliers to Mitel,
Force Majeure Events,
your negligent or willful acts or those of your users; and
your failure to implement commercially reasonable changes in equipment or software we recommend as
essential to maintain service levels.