Service Level Agreement

This Service Level Agreement (this SLA) is between [Whealbit Ltd OR sole trader - confirm legal entity & status] (Whealbit, trading as WagePilot, we, us or our) and the customer that subscribes to the WagePilot service (you or the Customer). It forms part of, and is governed by, our Terms of Service (the Terms). Words defined in the Terms have the same meaning here unless defined differently below. This SLA describes the service-availability target for the WagePilot platform (the Service) and the service credits that are your sole and exclusive remedy if we fail to meet that target. It does not create any guarantee of uninterrupted or error-free operation, and it does not warrant the accuracy of any calculation the Service produces (see clause 12). Data protection, security and personal-data breach handling are dealt with in our Privacy Policy and Data Processing Agreement, not in this SLA.

1. Scope and eligibility

This SLA applies only as set out below, and only while your account is active and your fees are paid up to date.

• Credit-backed SLA (paid plans that expressly include it). The measurable uptime target in clause 4 and the service credits in clause 6 (together, the Credit-Backed SLA) apply only to paid subscription plans that we expressly state include a credit-backed SLA - currently the Scale plan, or any other plan or written order that expressly references this SLA (an Eligible Plan).
• Target-only plans. For all other plans - including the free Free tier and the Pro plan - we aim to provide the Service using commercially reasonable efforts, but the uptime figure in clause 4 is a non-binding target only. No service credits are available for these plans, and clauses 4 and 6 do not apply to them. Nothing in this clause limits the statutory requirement (where you are a consumer) that the Service be provided with reasonable care and skill, or any statutory remedy you have if it is not (see clause 13).
• Beta and free features. No Credit-Backed SLA applies to any free, evaluation, preview, "beta" or early-access feature, or to any feature we identify as experimental, regardless of the plan on which it is accessed.
• Eligibility conditions. The Credit-Backed SLA is available only while you are on an Eligible Plan, are not in breach of the Terms or their acceptable-use provisions, and have no overdue fees. We may withhold credits for any period in which any of these conditions is not met. This does not affect any non-excludable statutory rights you have as a consumer.

2. Definitions

In this SLA:

• Available means the core WagePilot application (clock-in/out, rota, timesheets and the employer dashboard) is materially accessible and capable of processing requests, as measured by our monitoring systems. The Service is treated as Available even if individual non-core, ancillary or optional features are degraded or unavailable.
• Downtime means a period in which the Service is not Available, as measured by our monitoring systems, excluding all Excluded Downtime.
• Excluded Downtime means any period of unavailability or degradation falling within clause 5, which is not counted as Downtime for any purpose under this SLA.
• Force Majeure Event means any event or circumstance beyond our reasonable control, including (without limitation) acts of God, fire, flood or other natural disaster, epidemic or pandemic, war, terrorism, riot or civil unrest, government or regulatory action, strikes or other industrial action not involving our own workforce, and failure of the public internet, telecommunications networks, utilities or power supply.
• Monthly Uptime Percentage has the meaning given in clause 4.
• Plan Limits means the site, staff, usage and fair-use limits applicable to your plan, as set out in the Terms or on our pricing or plan-limits documentation in force from time to time ([plan / usage / fair-use limits - confirm and document, and cross-reference here]).
• Scheduled Maintenance means planned maintenance, updates or work on the Service for which we have given notice in accordance with clause 8.
• Emergency Maintenance means maintenance or remedial work that we reasonably determine is necessary to protect the security, integrity or operation of the Service and that cannot wait for the Scheduled Maintenance process.
• Service Credit means a credit calculated under clause 6.
• Total Monthly Minutes means the total number of minutes in the relevant calendar month.

3. Measurement

Availability, Downtime and the Monthly Uptime Percentage are measured by our own monitoring systems and records, which will be the primary evidence of Availability and Downtime. We will consider in good faith any reasonable evidence you provide (such as logs, screenshots or third-party monitoring data) and will not unreasonably reject reports that our records corroborate. Our determination is not conclusive, does not affect any statutory rights you have, and does not restrict your right to bring a claim or to rely on your own evidence. Measurement is per calendar month (UK time). We retain monitoring records for at least [X months - confirm, e.g. 12] so that claims under clause 7 can be assessed.

4. Uptime target

For an Eligible Plan, we aim to keep the Service Available with a Monthly Uptime Percentage of at least 99.5% in each calendar month. The Monthly Uptime Percentage for a calendar month is calculated as:

Monthly Uptime Percentage = ((Total Monthly Minutes - Downtime minutes) / Total Monthly Minutes) x 100

where Downtime minutes exclude all Excluded Downtime. The percentage is rounded to two decimal places. For target-only plans, the same figure is a non-binding aim only and is not measured or credited.

5. Exclusions from Downtime

None of the following counts as Downtime, and no Service Credit is payable in respect of any of them. The Service is not treated as unavailable, and no service-level obligation is breached, where unavailability or degradation results from or relates to:

• Scheduled Maintenance and Emergency Maintenance;
• any Force Majeure Event;
• faults, failures, configuration, capacity, settings or compatibility issues in the Customer's or its users' equipment, devices, browsers, software, networks, connectivity or local environment;
• third-party services, integrations, APIs or content that the Customer or its users connect to or use with the Service;
• outages, failures, throttling, suspension or degradation of third-party infrastructure or service providers on which the Service depends, including (without limitation) Supabase, Vercel, Stripe and Resend (see our Sub-processors list), except to the extent the unavailability or degradation results from our own negligence, our misconfiguration, or our failure to use reasonable skill and care in selecting and operating those providers;
• the public internet, telecommunications networks, ISPs, DNS or other infrastructure outside our direct control;
• any free tier, beta, preview, evaluation or experimental feature, or features expressly excluded from this SLA;
• suspension, throttling or disabling of the Service or any account in accordance with the Terms or their acceptable-use provisions, including for breach, security risk, non-payment or overdue fees;
• denial-of-service or distributed denial-of-service attacks, intrusion attempts, malware, or other security incidents or attacks, except to the extent caused by our failure to apply reasonable security measures;
• any act or omission of the Customer or its users, including unauthorised use, misuse, or use not in accordance with the Terms, our documentation or our reasonable instructions; and
• any disablement, throttling or limitation applied because the Customer has exceeded the Plan Limits.

6. Service Credits - sole and exclusive remedy for missing the uptime target

For Eligible Plans, if we fail to meet the uptime target in clause 4 in a given calendar month and you submit a valid claim under clause 7, you will be entitled to a Service Credit calculated as follows:

The following conditions apply to all Service Credits:

• Sole and exclusive remedy for availability. Service Credits are your sole and exclusive remedy, and our entire liability, for our failure to meet the Monthly Uptime Percentage target in clause 4. This does not limit your remedies for any other breach by us (including any loss, corruption or breach of data, or breach of our obligations under the Data Processing Agreement), which are governed by the limitation of liability in the Terms and by clause 11 below. This allocation of risk is reflected in the price of the Service.
• Monthly cap. The total Service Credits for any single calendar month will not exceed 100% of the fee actually paid by you for the affected Service for that month.
• Within the overall liability cap. Service Credits count towards, sit inside, and never increase, the overall cap on our liability set out in the Terms. The monthly 100% credit cap operates within that aggregate cap.
• Form of credit. Service Credits are normally issued as a credit applied to your WagePilot account against future fees. They have no cash value and are not generally redeemable for cash. However, if your subscription ends before accrued Service Credits have been applied, we will, on request, pay you the cash value of credits that accrued but could not be applied, so that the remedy is not lost.
• No stacking and expiry. Service Credits are not cumulative across months. Only the single highest applicable credit tier applies for a given month. An issued Service Credit expires [X months - confirm, e.g. 12] after the date it is issued if not applied before then.
• Subject to the Terms and the carve-outs. This clause is a limitation on our liability and is subject to, and operates within, the limitation of liability in the Terms and the carve-outs in clause 11. Nothing in this clause limits or excludes any liability that cannot lawfully be limited or excluded.

7. Claim process

To claim a Service Credit you must, within 30 days after the end of the calendar month in which the relevant Downtime occurred, submit a written request to [SLA / billing claims email - confirm, must be monitored] (or such other contact as we notify) that includes:

1. the dates and times of each Downtime period you are claiming for;
2. the affected Service and your account or organisation identifier; and
3. any logs, screenshots or other evidence reasonably available to you that support the claim.

If you do not submit a valid claim within the 30-day window, you waive your right to that contractual Service Credit. This 30-day window applies only to contractual Service Credit claims and does not affect or shorten any statutory rights or limitation periods you have, including any rights you have as a consumer. We will assess valid claims against our monitoring records, taking account of any evidence you provide under clause 3, and if we confirm the credit is due we will apply it within a reasonable period. No Service Credit is payable where, at the time of the Downtime or the claim, you are in breach of the Terms or their acceptable-use provisions, or any fees are overdue. Submitting a claim does not entitle you to withhold or delay payment of any fees.

8. Maintenance windows and notice

• Scheduled Maintenance. We aim to give reasonable advance notice (for example, by in-app notice or email) of Scheduled Maintenance and, where practicable, to carry it out during off-peak hours. Time during Scheduled Maintenance is Excluded Downtime.
• Emergency Maintenance. We may carry out Emergency Maintenance at any time, with such notice (if any) as is reasonably practicable in the circumstances. Time during Emergency Maintenance is Excluded Downtime.

9. Support response targets

For supported plans, we aim to acknowledge support requests within the target initial-response times below. These are targets for an initial response only. They are not a commitment to resolve any issue within any timeframe, are measured during our normal business hours (UK), do not carry Service Credits or any other contractual remedy, and are not part of the Credit-Backed SLA. Nothing in this clause limits the statutory requirement (where you are a consumer) that any support service we agree to provide be carried out with reasonable care and skill, or any statutory remedy you have if it is not.

Response targets are measured from receipt of a complete request through our designated support channel. They do not apply to feature requests, or to beta or experimental features.

10. Dependence on third-party infrastructure

The Service is built on and depends on third-party infrastructure and providers, including Supabase (database, authentication and file storage), Vercel (hosting and serverless functions), Stripe (payments) and Resend (transactional email). The authoritative, current list is our Sub-processors page, with which the providers named here are kept in sync. Subject to the exception in clause 5 (our own negligence, misconfiguration or lack of reasonable skill and care) and to the non-excludable carve-outs in clause 11, the uptime target and Service Credits do not cover unavailability, degradation or failure caused by those providers or by the public internet. We are not liable for loss, corruption, unavailability or breach of data caused by those providers to the extent it is beyond our reasonable control; security and personal-data breach handling are dealt with in the Privacy Policy and Data Processing Agreement. This allocation reflects the nature of a low-cost, multi-tenant cloud service and the price you pay for it.

11. Relationship to the Terms and limitation of liability

This SLA is subject in all respects to the limitation and exclusion of liability and the other provisions of the Terms. The overall cap on our liability is set by the Terms; the Service Credits and the sole-remedy wording in clause 6 are limitations of liability that apply only to our failure to meet the uptime target, and they operate within that overall cap. Nothing in this SLA excludes or limits any liability that cannot lawfully be excluded or limited, including liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; (c) for consumers, the non-excludable statutory rights under the Consumer Rights Act 2015; (d) breach of the terms as to title and quiet possession implied by statute; (e) any liability that cannot be excluded or restricted under the Unfair Contract Terms Act 1977; or (f) any other liability that cannot lawfully be excluded or limited under the law of England and Wales. Data protection obligations are governed by the Data Processing Agreement and our Privacy Policy, not this SLA. Where there is a conflict between this SLA and the Terms in relation to the level of service or service credits, this SLA prevails; in all other respects (including the overall liability cap) the Terms prevail.

12. No warranty of calculation accuracy or legal compliance

The Service provides tools and calculations as aids only. This includes National Minimum Wage and National Living Wage (NMW/NLW) checks, holiday and leave accrual, Working Time Regulations break tracking, timesheet totals, and labour-cost and payroll-export figures. We do not warrant that any such output is accurate, complete, current or compliant with applicable law, and we do not provide legal, tax, payroll or employment advice. WagePilot is not a payroll provider: it does not calculate tax, National Insurance or net pay, and does not move money. You remain solely responsible for verifying all figures and for your own compliance with employment, pay, working-time, tax and related law. This clause does not exclude or limit any liability that cannot lawfully be excluded or limited (see clause 11).

13. Consumers

If you are a consumer (an individual acting wholly or mainly outside your trade, business, craft or profession), this SLA applies to you only so far as it is fair and binding under the Consumer Rights Act 2015, and it does not reduce or remove any of your non-excludable statutory rights. In particular, the sole-and-exclusive-remedy provision in clause 6, the measurement provision in clause 3, the 30-day claim window in clause 7, and the credit-expiry provision in clause 6 do not deprive you of, restrict your evidence in relation to, or shorten any limitation period for, any statutory right to a refund, repair, price reduction or other remedy that the law gives you for a service or digital content that is not as described or not provided with reasonable care and skill. See the consumer-rights section of our Terms.

14. Changes to this SLA

We may change this SLA from time to time. We will give reasonable advance notice of any change that materially and adversely affects you (including, but not limited to, any change that reduces the service levels or credits, narrows the definition of "Available", expands "Excluded Downtime", or tightens the claim window), and the change will take effect at the start of the next billing period after the notice (or later). If a change materially and adversely affects you, you may cancel the affected subscription without penalty before the change takes effect, as described in the Terms. We keep a record of dated versions of this SLA and will provide a prior version on request.

15. Third-party rights

This SLA does not give any person who is not a party to it any right under the Contracts (Rights of Third Parties) Act 1999 to enforce any of its terms. This does not affect any statutory rights that employees, workers or other individuals (including data subjects) have independently under employment law or data-protection law, which are not granted or removed by this SLA.

16. Governing law

This SLA, and any dispute or claim arising out of or in connection with it, is governed by the law of England and Wales, and is subject to the dispute-resolution and jurisdiction provisions of the Terms.

17. Contact

Service Credit claims should be sent to [SLA / billing claims email - confirm, must be monitored]. Other questions about this SLA should be sent to [Whealbit Ltd OR sole trader - confirm legal entity & status] at [registered office / trading address] or [SLA / billing claims email - confirm, must be monitored]. Data-protection questions should instead go to [data protection / privacy contact email], as set out in our Privacy Policy. [the domain wagepilot.co.uk and any contact email are provisional - confirm].

Last updated: [date]. Version: [version].