Matillion Service Level Agreement

This Service Level Agreement (“SLA”) applies to the availability of Matillion services for customers who have a valid annual subscription executed via the Matillion Hub only.

1.Definitions and Interpretation

1.1In addition to the definitions set out elsewhere in the Terms of Service, unless the context otherwise requires, the following definitions and rules of interpretation apply in this Service Level Agreement:

“Applicable Monthly Credits” – means the total Credits consumed by an Organization in a Billing Month that are applicable to Matillion Services that are affected by Downtime. Infrastructure and software installed or hosted outside of the Matillion platform, for example in a customer-hosted environment, do not accrue Applicable Monthly Credits.

“Uptime” – refers to the total time a Core Service is available. A service is considered available when a service responds with an intended state. Uptime is measured in minutes.

“Downtime” – refers to the total time a Core Service is unavailable when requested. A service is considered unavailable when that service either fails to respond or responds with an unintended error state caused by the Matillion Service. Downtime is measured in minutes.

“Monthly Availability Percentage” – For Core Services, this is calculated as the uptime divided by the total sum of uptime and downtime.

Monthly Availability Percentage = (Total minutes of Uptime) / (Total minutes of Uptime + Total minutes of Downtime)

“Service Credit” – Credits applied to a subscription in the event of a successful claim under the terms of this SLA.

“Service Credit Percentage” – The percentage of Applicable Monthly Credits, used in the Service Credit calculation.

“Service Credit Calculation” – If a service is considered to be down longer than the monthly availability percentage, and the customer has purchased an annual subscription that includes the SLA. The customer is eligible to have Service Credits added to their subscription, the amount credited is represented by the following formula:

Service Credits = Downtime (Hours) * Applicable Monthly Credits * Service Credit Percentage

Availability can be monitored at status.matillion.com.

2.Claims

Customers who believe that they have a valid claim for Service Credits must submit such claims to Matillion Customer Support at support.matillion.com within 2 months of the end of the Billing Month to which the claim relates.

In support of any claim, all information necessary for Matillion to validate each claim, including: (i) a detailed description of the incident; (ii) information regarding the time and duration of the Downtime; (iii) the number and location(s) of affected users (if applicable); and (iv) descriptions of Customer’s attempts to resolve the incident must be provided along with the Claim

Matillion will evaluate all reasonably available information and make a good faith determination of whether a Service Credit is owed. Matillion will use commercially reasonable efforts to process claims within 45 days of receipt and will inform the Customer in writing (including by email) of the extent to which the claim has been accepted. Customers must be in compliance with this Agreement to be eligible for Service Credits. If a Service Credit is owed to a Customer, Matillion will apply the Service Credits to the Customer’s Subscription.

Service Credits are the Customer’s sole remedy for performance or availability issues for any Service under this SLA.

3. Exclusions

Matillion will have no liability for any failure to meet the Service Level to the extent the Downtime results from:

1. Infrastructure or software hosted by the customer or another third party;
2. Failure of equipment, software or other parts of the Services not listed as a Core Service.
3. Downtime resulting from scheduled maintenance (“Planned Downtime”). Planned Downtime that exceeds 8 hours per month is not excluded and will constitute Downtime under this SLA. Matillion will use reasonable endeavors to provide seven days advance notice via e-mail of Planned Downtime.
4. Outages of third-party connections, platforms or services other reasons beyond Matillion’s reasonable control.
5. If Matillion’s Cloud Provider(s) experience downtime, Customer does not accrue Downtime for Core Services unavailable during this downtime period.
6. The Customer uses equipment, software, or Services in a way that is against the recommendations of Matillion.
7. The Customer has delayed, hindered, or prevented Matillion from providing Services, such as by removing Matillion’s access to Customer data sources or targets.
8. The Service has become unavailable as a result of unsupported equipment, software, or other third-party services which are not fully functional, which includes but is not limited to undocumented API changes, API limits, or failures due to new or changed data that disrupts the pipeline mapping rules.
9. Customer’s breach of any of its agreements with Matillion, or Matillion’s responses thereto.
10. The Service is a private or public preview or beta release or other pre-production release.
11. Force Majeure Events — i.e., any cause beyond such party’s reasonable control, including but not limited to acts of God, labor disputes or other industrial disturbances, systemic electrical, telecommunications, or other utility failures, earthquake, storms, or other elements of nature, blockages, embargoes, riots, public health emergencies (including pandemics and epidemics), acts or orders of government, acts of terrorism, or war.

4. Service Level Termination

If the Monthly Availability Percentage is below 99.0% (the “Termination Level”) for any 3 consecutive Billing Months , Customers may issue written notice to Matillion to terminate the Agreement provided that it has provided Timely Notice of Termination. Timely Notice of Termination shall mean written notice provided to [email protected] or to the registered office (Matillion Limited, FAO General Counsel, Station House, Stamford New Road, Altrincham, England, WA14 1EP) at anytime within 60 days of the end of the 3rd Billing Month in which the Termination Level was breached.

In the event of a Service Level Termination, Matillion shall refund the value of any unused Credits within 10 business days of the Service usage ceasing.

SLA Details and example calculations

“Core Services” – Refers to the following list of services (which includes some not yet available), that are applicable to customers who have purchased an annual subscription which includes SLAs.

*Services not currently live but coming soon.

Monthly Availability Percentage Example Calculation:
99.2% = 42,640 (Total minutes of uptime) / ( 42,640 (Total minutes of Uptime) + 360 (Total minutes of Downtime) )

Service Credit Calculation Example 1: Data Loader Web Application Unavailable

Scenario: Customer loads 10M Batch and 10M CDC Rows in a billing period which consumes 1450 credits, all of which are applicable. The Data Loader Web Application is unavailable for 6 hours (360 minutes) during that billing period resulting in 99.2% availability.

87 (Service Credits) = 6 (service Downtime in hours) * 1450 (Applicable Monthly Credits) * 0.01 (1% Service Credit Percentage)

Service Credit Calculation Example 2: SaaS Batch Loading Service Unavailable

Scenario: Customer loads 10M Batch and 10M CDC Rows in a billing period which consumes 1450 credits in total, 400 of which are applicable to the 10M Batch Rows consumed by the SaaS Batch Pipeline service. SaaS Batch Pipeline service is unavailable for 6 hours (360 minutes) during that billing period resulting in 99.2% availability.

24 (Service Credits) = 6 (service Downtime in hours) * 400 (Applicable Monthly Credits) * 0.01 (1% Service Credit Percentage)