White-Label SMTP Service Level Agreement

1. Service Commitment

Layer 9 Solutions commits to a Monthly Uptime Percentage of at least 99.5% for the covered White-Label SMTP Service.

This commitment relates to the availability of the Layer 9 Solutions-managed infrastructure forming part of the White-Label Service.

The SLA is an availability commitment only.

It does not guarantee:

• final email delivery;
• inbox placement;
• acceptance by every mail provider;
• avoidance of spam or junk folders;
• any particular sender or IP reputation;
• absence from third-party blocklists; or
• performance of systems controlled by the White-Label Customer or its Downstream Customers.

2. Definitions

2.1 White-Label Customer

"White-Label Customer" or "Reseller" means the Layer 9 Solutions Customer authorised to resell or rebrand the Service.

2.2 Downstream Customer

"Downstream Customer" means any customer, client, user, organisation, or other third party supplied with access to the Service by the White-Label Customer.

2.3 Availability

"Availability" means the covered White-Label SMTP Service is operational and capable of accepting properly authenticated and technically valid submissions through the supported interfaces.

2.4 Downtime

"Downtime" means a period during which the covered White-Label SMTP Service is materially unavailable because of a failure affecting infrastructure or systems for which Layer 9 Solutions is responsible.

2.5 Monthly Uptime Percentage

"Monthly Uptime Percentage" means:

(Eligible Service Minutes − Downtime Minutes) ÷ Eligible Service Minutes × 100

2.6 Scheduled Maintenance

"Scheduled Maintenance" means planned maintenance for which reasonable advance notice is provided.

2.7 Emergency Maintenance

"Emergency Maintenance" means urgent work required to address a material security, network, infrastructure, data-integrity, or operational risk.

2.8 Service Credit

"Service Credit" means a credit applied to the White-Label Customer's Layer 9 Solutions account in accordance with this SLA.

3. Availability Measurement

Layer 9 Solutions will primarily determine availability using:

• infrastructure monitoring;
• service monitoring;
• system logs;
• network records;
• automated availability checks; and
• other relevant technical records.

Monitoring may include service checks performed at approximately five-minute intervals.

Where credible evidence supplied by the White-Label Customer indicates an outage not reflected in our monitoring, Layer 9 Solutions will reasonably review that evidence.

4. Service Credits

Where Monthly Uptime Percentage falls below 99.5%, the White-Label Customer may qualify for:

The maximum Service Credit available for a calendar month is 50% of the recurring charge paid or payable by the White-Label Customer to Layer 9 Solutions for the affected White-Label Service for that month.

5. Downstream Revenue Is Not Used to Calculate Credits

Service Credits are calculated solely by reference to the White-Label Customer's contractual charges with Layer 9 Solutions.

They are not calculated by reference to:

• prices charged by the White-Label Customer to Downstream Customers;
• the number of Downstream Customers affected;
• Downstream Customer revenue;
• lost reseller profit;
• refunds given by the reseller;
• reseller service credits; or
• compensation offered by the reseller to its customers.

For example, an outage affecting multiple Downstream Customers remains a single SLA incident against the affected Layer 9 Solutions White-Label Service.

6. No Direct Downstream Customer Entitlement

A Downstream Customer has no direct right under this SLA to:

• claim a Layer 9 Solutions Service Credit;
• demand compensation from Layer 9 Solutions;
• make an SLA claim against Layer 9 Solutions;
• require direct support from Layer 9 Solutions; or
• enforce this SLA against Layer 9 Solutions.

Only the White-Label Customer that contracts directly with Layer 9 Solutions may submit an SLA claim.

7. Reseller's Own Customer SLA

The White-Label Customer is solely responsible for any:

• uptime guarantee;
• service-level commitment;
• service credit;
• refund;
• compensation;
• support target;
• response-time commitment; or
• other service promise

that it offers to a Downstream Customer.

The White-Label Customer may offer service commitments that differ from this SLA, but any additional commitment is made entirely at the White-Label Customer's own risk and expense.

Layer 9 Solutions is not responsible for additional commitments made by the White-Label Customer.

8. Representation of Layer 9 Solutions SLA

The White-Label Customer must not state or imply that:

• a Downstream Customer has a direct SLA with Layer 9 Solutions;
• Layer 9 Solutions directly guarantees service to a Downstream Customer;
• Layer 9 Solutions will directly compensate a Downstream Customer; or
• Layer 9 Solutions has agreed to a service level greater than that contained in this SLA

unless Layer 9 Solutions has expressly agreed in writing.

9. Charges Excluded From Service Credits

Service Credits do not apply to:

• taxes;
• additional email usage;
• overage charges;
• one-time setup charges;
• professional services;
• migrations;
• custom development;
• unrelated services; or
• amounts invoiced by a White-Label Customer to its Downstream Customers.

10. Requesting a Service Credit

The White-Label Customer must submit a claim within 30 days after the end of the calendar month in which the outage occurred.

The claim should include, where available:

• the affected White-Label Service;
• service identifier;
• approximate date and time;
• approximate duration;
• observed symptoms;
• relevant error information;
• affected service components; and
• supporting logs or monitoring information.

Layer 9 Solutions may request additional reasonable information.

11. Application of Service Credits

Approved Service Credits:

• are applied to a future Layer 9 Solutions invoice;
• have no cash value;
• cannot be transferred to a Downstream Customer;
• cannot be exchanged for cash;
• cannot result in a cash balance owed to the White-Label Customer; and
• apply only to the affected White-Label Service.

Service Credits are the White-Label Customer's contractual remedy for failure to meet the uptime commitment itself.

Nothing in this SLA limits liability that cannot lawfully be limited or excluded.

12. Scheduled Maintenance

Scheduled Maintenance is excluded from Downtime where reasonable advance notice is provided.

Where maintenance is expected to cause material disruption, Layer 9 Solutions will normally aim to provide at least 24 hours' notice to the White-Label Customer.

The White-Label Customer is responsible for deciding whether and how to notify its Downstream Customers.

13. Emergency Maintenance

Layer 9 Solutions may perform Emergency Maintenance without advance notice where reasonably necessary to:

• resolve a critical vulnerability;
• contain a cyberattack;
• prevent data loss;
• repair failing infrastructure;
• address service instability;
• protect network integrity;
• protect sender reputation; or
• address another urgent operational risk.

Where practical, Layer 9 Solutions will notify the White-Label Customer as soon as reasonably possible.

14. Infrastructure Suppliers

A failure involving infrastructure supplied to Layer 9 Solutions by a third party is not automatically excluded merely because that infrastructure is supplied by a third party.

Where the failure causes the covered White-Label Service itself to become unavailable, the affected period may count as Downtime unless another specific exclusion applies.

15. White-Label Customer Systems

The SLA does not apply to failures caused by systems under the control of the White-Label Customer, including:

• customer portals;
• billing platforms;
• customer websites;
• applications;
• custom integrations;
• DNS configuration;
• firewalls;
• networks;
• authentication configuration;
• software;
• API clients; or
• other reseller-managed components.

16. Downstream Customer Systems

Failures affecting only a Downstream Customer do not constitute Layer 9 Solutions Downtime where the White-Label Service itself remains operational.

Examples include:

• a Downstream Customer's internet connection;
• application failure;
• firewall;
• device;
• DNS;
• invalid credentials;
• incorrect integration; or
• local network failure.

17. Receiving Mail Systems

The SLA does not cover:

• email rejection by recipients;
• receiving-server throttling;
• greylisting;
• spam filtering;
• junk-folder placement;
• destination-domain problems;
• third-party mailbox outages;
• recipient blocklists; or
• other receiving-system behaviour.

Email successfully accepted and processed by the Layer 9 Solutions Service but subsequently rejected or filtered elsewhere is not Service Downtime.

18. Reputation and Blocklists

Reduced reputation or blocklisting does not itself constitute Downtime where the Service remains technically operational.

This includes issues resulting from the sending activity of:

• the White-Label Customer;
• a Downstream Customer;
• compromised credentials; or
• a sending domain or identity operating through the White-Label Service.

19. Abuse and Security Restrictions

The SLA does not cover a deliberate restriction or suspension imposed because of:

• spam;
• suspected spam;
• phishing;
• fraud;
• compromised credentials;
• malware;
• excessive complaints;
• excessive invalid-recipient activity;
• serious reputation risk;
• unlawful activity;
• breach of the Anti-Spam Policy; or
• breach of the Terms of Use.

This exclusion may apply to:

• an individual credential;
• domain;
• sending identity;
• IP address;
• Downstream Customer;
• part of the Service; or
• the entire White-Label Service,

depending on the nature of the incident.

20. Sending and Usage Limits

The SLA does not apply where sending is restricted because:

• a Service allowance is exhausted;
• an authorised usage limit has been reached;
• an authorised connection limit has been reached;
• an authorised throughput limit applies; or
• another agreed Service limit has been reached.

21. Force Majeure

Downtime directly caused by a Force Majeure event under the SMTP Service Terms of Use may be excluded.

22. Malicious Attacks

A malicious attack may be excluded where:

• it is beyond Layer 9 Solutions' reasonable control;
• reasonable security measures were in place; and
• the outage was not primarily caused by Layer 9 Solutions failing to maintain reasonable security safeguards.

23. White-Label Customer Responsibilities

To benefit from this SLA, the White-Label Customer must:

• maintain an active and paid Service;
• maintain supported configurations;
• secure its credentials;
• comply with the Terms of Use;
• comply with the Anti-Spam Policy;
• reasonably enforce anti-abuse requirements against Downstream Customers;
• maintain sufficient records to investigate incidents; and
• reasonably cooperate with Layer 9 Solutions troubleshooting.

24. Downstream Customer Communication

Layer 9 Solutions will normally communicate service incidents and SLA matters to the White-Label Customer.

The White-Label Customer is responsible for communicating with its Downstream Customers.

Unless separately agreed, Layer 9 Solutions is not responsible for:

• producing white-labelled incident communications;
• notifying Downstream Customers;
• responding directly to Downstream Customer enquiries; or
• administering the reseller's own SLA or compensation scheme.

25. Service Restoration

Where an SLA-covered incident occurs, Layer 9 Solutions will use reasonable efforts to:

• identify the fault;
• contain the incident;
• restore the affected Service;
• reduce the risk of recurrence where reasonably practicable; and
• communicate material information to the White-Label Customer.

No specific repair or resolution time is guaranteed unless separately agreed in writing.

26. Shared and Dedicated Services

This SLA applies only to the White-Label Service identified in the applicable Order.

Shared and Dedicated SMTP Services are governed by their respective SLA terms.

27. Changes to this SLA

Layer 9 Solutions may update this SLA.

Material adverse changes affecting existing White-Label Customers will normally be communicated at least 30 days before taking effect.

Changes will not retrospectively reduce a valid Service Credit arising from an outage that occurred before the change.

28. Contact

SLA claims and service-availability enquiries should be submitted by the White-Label Customer to:

Layer 9 Solutions Ltd
Company No. 14857666
124 City Road
London
England
EC1V 2NX

Support: [email protected]
Legal: [email protected]