Service Level Agreement

This Service Level Agreement constitutes part of Customer’s Agreement to access and use the Platform where so incorporated. Unless otherwise defined, all capitalised terms on this page shall have the meaning given to them in the Agreement.

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1. Availability. Pencil will use commercially reasonable efforts to maintain the ongoing operation and availability of the Platform at or above 99.99% across any given ninety (90) day period  (subject always to (a) any scheduled or emergency maintenance or upgrades; and/or (b) circumstances outside Pencil’s reasonable control (including any Force Majeure Event); and/or (c) resulting from any breach, non-performance or any other default by Customer under this Agreement). Availability of the Platform shall be as determined by Pencil and as shown at https://status.trypencil.com/ (or any successor webpage) from time to time. Customer may subscribe to receive updates whenever Pencil creates, updates or resolves an incident relating to the availability of the Platform using the functionality available at that webpage. 

2. Response and Resolution Times. Pencil will use commercially reasonable efforts to respond to and resolve any reproducible issue set out below in the applicable time period associated with its Priority Level (measured from the time that Pencil receives notification from Customer of the issue), provided that classification of any issue among Priority Levels shall be as determined by Pencil in its reasonable discretion having regard to the Priority Level definitions specified below.  Pencil will use commercially reasonable efforts triage a reported issue and assign a Priority Level within eight (8) hours following Pencil’s written notice of a reproducible issue.  To report an issue, Customer shall send an email to support@trypencil.com or utilize the in-platform help chat, with sufficient information for Pencil to verify the issue.  If resolution cannot be reached within the target timeframe, Pencil will send Customer a new estimated resolution time.

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3. Service Credits.  In the event a P0 or P1 Priority Level issue is not resolved within the applicable resolution timeframe, Customer is entitled to receive Credits (i) for a P0 Priority Level issue, in the amount of 0.1% of the Credits purchased by Customer for the Initial Term as set forth in the applicable Order Form and (ii) for a P1 Priority Level Issue, in the amount of 0.05% of the Credits purchased by Customer for the Initial Term as set forth in the applicable Order Form.  In order to receive a Credit under this Section, Customer (A) must have first reported the applicable issue to Pencil in accordance with this Service Level Agreement and (B) must provide Pencil with written notice of the Credit request within thirty (30) days following expiration of the applicable resolution timeframe.  The Service Credits set forth in this Section 3 shall be Customer’s sole and exclusive remedy for any breach of this Service Level Agreement.

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