Cuemby Base Service Level Agreement (SLA)

Version 1.1 | Effective October 29, 2025

1. Purpose

This Base Service Level Agreement (“SLA”) defines the service levels, credit structure, exclusions, and processes applicable to Cuemby’s services. Product-specific SLAs may supplement or override these terms as indicated in applicable agreements or exhibits.

2. Definitions

Term

Definition

Service Availability

The percentage of total time during a calendar month in which a service is available and fully operational, excluding scheduled maintenance and approved downtime.

Monthly Service Charges

The total monthly charges billed to Customer for the applicable service, whether usage-based or fixed, excluding taxes, one-time fees, discounts, or third-party costs. In cases where the Customer pays a fixed monthly fee under a written agreement or Order Form, such amount shall constitute the “Monthly Recurring Charges (MRC)” for purposes of credit calculation.

Downtime

The total number of minutes within a billing month during which the service is unavailable, excluding exclusions noted below.

SLA Credit

A monetary credit issued against Monthly Service Charges as compensation for SLA breaches.

Incident

A single service-impacting event or outage. Multiple outages from the same root cause may be considered a single incident.

Scheduled Maintenance

Periodic, planned maintenance performed by Cuemby to improve or maintain the performance, security, or reliability of the Services. Scheduled Maintenance will typically be announced at least forty-eight (48) hours in advance and shall not exceed four (4) hours per month per region.

Emergency Maintenance

Unscheduled maintenance required to address urgent issues such as security vulnerabilities, critical software bugs, or network instability. Cuemby will use commercially reasonable efforts to provide prior notice whenever practicable.

3. Availability Calculation

Service Availability is calculated on a monthly basis using the following formula:

Availability (%) = [(Total Minutes in Month – Downtime) / Total Minutes in Month] × 100%

Where:

Downtime is defined as the total accumulated minutes in a billing month during which the applicable service was unavailable, excluding maintenance periods and any exclusions outlined in this SLA.

Total Minutes in Month refers to the total number of minutes in the calendar month.

This calculation may be adjusted by product-specific SLAs where applicable.

4. General Service Availability

Unless otherwise specified in a Product-Specific SLA or SOW, Cuemby targets monthly uptime of 99.5% for online services.

Service Availability is measured based on Cuemby’s internal monitoring systems and logs, which represent the authoritative source of performance data for SLA validation.

6. Credit Eligibility Conditions

To receive an SLA credit, the following conditions must be met:

Customer must be in good financial standing (no past-due invoices).

Customer must have a valid support ticket opened at the time of the incident.

A written credit request must be submitted to Cuemby at support@cuemby.odoo.com within 30 days of the incident.

Credit requests must include:

A valid support ticket ID

Description of the incident

Affected service and time period

Server logs showing connectivity errors, including timestamps and service identifiers

Any relevant documentation supporting the occurrence of the outage

Cuemby will evaluate each credit request in good faith using available system data, including monitoring logs and outage records, and may request additional documentation as needed. Failure to meet these conditions may disqualify Customer from receiving credits. Credits will be issued only for the specific services, regions, and components directly impacted by the outage. Other unrelated services or geographies are not eligible.

7. Exclusions from SLA Credits

No SLA credits will be granted for downtime or service degradation caused by:

Scheduled or emergency maintenance windows (with reasonable prior notice)

Customer’s misuse, misconfiguration, or non-compliance with documentation

Issues arising from third-party infrastructure, including local access providers

Circumstances beyond Cuemby’s control, including but not limited to:

Force Majeure events (natural disasters, war, strikes, etc.)

Government actions or orders

Internet routing failures beyond Cuemby’s network

Beta, free trial, pilot, or evaluation services unless otherwise agreed in writing

Issues arising from customer-defined limits, system-imposed quotas, or misconfigurations that intentionally or unintentionally restrict service functionality (e.g., budget caps, API limits, firewall rules, disabled resources)

Resource exhaustion or degraded performance resulting from Customer workloads consuming allocated or limited resources (e.g., CPU quotas, bandwidth caps, or storage limits).

Misconfiguration or errors in customer-deployed code, virtual images, or application software impacting service availability.

8. SLA Credits Are Sole Remedy

SLA credits represent the exclusive remedy for any failure by Cuemby to meet the service levels outlined in this SLA. No other forms of compensation or liability shall apply, except as expressly set forth in a separate agreement.

In the event of a dispute regarding SLA performance, Cuemby will make a final determination in good faith based on its system logs, monitoring tools, support ticket history, and any other relevant information available.

9. Changes to This SLA

Cuemby may update this SLA from time to time. Cuemby will provide at least thirty (30) days’ notice prior to the effective date of any material SLA changes, which will be communicated via the customer portal or email. Updated versions will be made publicly available and incorporated into the Terms of Service or applicable agreements.

Cuemby Cloud SLA

Updated October 2025: Clarified definitions, added dependency reference for transparency, and aligned Base SLA and Cloud Addendum with infrastructure provider’s Protected Services framework. No changes to uptime targets or customer remedies.