1 Purpose and scope
This Service Level Agreement (the "SLA") forms an integral annex to the Master Services and Subscription Agreement (the "MSA") between Forge Digital EOOD and the Client, and sets out the availability and support commitments Forge Digital makes to the Client for the Platform. Capitalised terms used in this SLA and not defined here have the meaning given to them in the MSA. The SLA is available in four tiers: Bronze, Silver, Gold and Platinum. Each tier is described in Section 3 below. The Bronze, Silver and Gold tiers are included in, and follow automatically from, the corresponding subscription tier of the Platform (Bronze, Silver or Gold) for which the Client has an active subscription. The Platinum tier is an optional add-on available to Clients on the Gold subscription tier, at the additional monthly price set out in Section 3. Where this SLA refers to "the Client's tier", it means the SLA tier that so follows from the Client's subscription (or Platinum, where the Client has ordered the Platinum add-on).
2 Definitions
"Available" means that the Website is reachable to a public visitor over HTTPS and that the Console is reachable to authorised users, in each case in Forge Digital's own application layer. "Business Hours" has the meaning given in the MSA (Monday to Friday, 09:00 to 17:00 CET/CEST, excluding Bulgarian public holidays), save that in the Gold tier Business Hours extend to Monday to Friday, 08:00 to 19:00 CET/CEST, and in the Platinum tier Business Hours extend to Monday to Saturday, 08:00 to 20:00 CET/CEST. "Critical Incident" means an incident during which the Website is not Available to public visitors, or the Console is not Available to authorised users of the Client. "Downtime" means each full minute during which the Platform is not Available in Forge Digital's own application layer, measured against Forge Digital's internal monitoring. "Excluded Events" has the meaning given in Section 5. "Measurement Period" means a calendar month. "Normal Incident" means any incident that is not a Critical Incident. "Scheduled Maintenance Window" means the period from 03:00 to 07:00 CET/CEST on any Sunday, during which Forge Digital may perform planned maintenance. "Service Credit" means the credit against the Client's next monthly invoice calculated in accordance with Section 7. "Uptime" means, for a Measurement Period, the percentage calculated as (total minutes in the Measurement Period minus Downtime minus Excluded Events, all divided by total minutes in the Measurement Period, then multiplied by 100).
3 The four tiers
The following table sets out the commitments applicable to each tier. All amounts are in Euro (EUR) and exclude VAT. The Platinum add-on price is additional to the Subscription Fee.
| Feature | Bronze | Silver | Gold | Platinum |
|---|---|---|---|---|
| How acquired | Included with the Bronze subscription | Included with the Silver subscription | Included with the Gold subscription | Optional add-on to the Gold subscription: + EUR 399 / month |
| Uptime target | Best-efforts (no numerical target) | 99.0% monthly | 99.5% monthly | 99.5% monthly + designated named contact |
| Support hours | Mon–Fri 09:00–17:00 CET | Mon–Fri 09:00–17:00 CET | Mon–Fri 08:00–19:00 CET | Mon–Sat 08:00–20:00 CET |
| First-response target (Critical Incident) | 2 business days | 1 business day | 4 business hours | 2 business hours |
| First-response target (Normal Incident) | 2 business days | 1 business day | 1 business day | 4 business hours |
| Service Credit per 0.5% below target | None | 5% of Subscription Fee | 10% of Subscription Fee | 15% of Subscription Fee |
| Service Credit cap per Measurement Period | None | 100% of one month's Subscription Fee | 100% of one month's Subscription Fee | 200% of one month's Subscription Fee |
| Quarterly service review | Not included | Not included | Included | Included |
| Roadmap input (advisory only) | Not included | Not included | Not included | Included |
| Escalation channel | Standard support | Standard support | Priority support queue | Direct escalation (WhatsApp or Signal) to named contact |
Bronze tier allocation. In explicit commercial consideration for the significantly reduced subscription fee of the Bronze tier, the Client acknowledges that support is delivered strictly on an unmeasured, best-efforts basis. The parties agree that the lack of financial remedies or performance tracking for the Bronze tier represents a fair, bargained-for economic trade-off, and the Client explicitly waives any claim for financial remedies regarding support delays or platform downtime at this tier.
3.1 Operational nature of resolution targets
The resolution timelines specified in the Matrix above represent internal operational efficiency targets only. While the Provider will use commercially reasonable efforts to meet these timelines, the failure to meet a specific Priority 1, 2, 3, or 4 resolution timeline does not trigger independent financial penalties, service credits, or damages. The Client's sole financial remedy under this Agreement is strictly limited to the Monthly Uptime Target credits defined in Section 7.
4 Uptime commitment and measurement
4.1 Application layer only
The Uptime target set for each paid tier applies to the availability of Forge Digital's own application layer (the Website and the Console). It does not include, and is not measured against, the availability of any third-party infrastructure on which the Platform depends, including without limitation the application hosting provider, the database and file storage provider, the DNS and bot protection provider, the transactional email provider, the domain registrars and the payment processor. The full list of the third-party providers on which the Platform depends is available on request from support@forgedigital.io, and Forge Digital gives the Client advance notice of any intended addition or replacement of such a provider, so that the Client may object.
4.2 Measurement method
Uptime is measured by Forge Digital's own monitoring against the total number of minutes in the Measurement Period. Forge Digital's monitoring records are the definitive source. The Client may request a summary of the Uptime measurement for a given Measurement Period; Forge Digital will supply it within a reasonable period.
4.3 No Uptime commitment on Bronze
Bronze provides commercially reasonable availability on a best-efforts basis. No numerical Uptime target applies, no measurement is performed for reporting purposes, and no Service Credit is payable.
5 Excluded Events
The following events are excluded from the calculation of Downtime and from any Service Credit calculation. The full list of the third-party providers referred to below is available on request from support@forgedigital.io, and Forge Digital gives the Client advance notice of any intended addition or replacement of such a provider, so that the Client may object:
- outages, defects or delays attributable to any third-party infrastructure provider (including the application hosting provider, the database and file storage provider, the DNS and bot protection provider, the transactional email provider, the domain registrars or the payment processor), the underlying public internet, or the Client's own network or devices;
- Scheduled Maintenance Windows, whether or not the Platform is Available during that window;
- emergency maintenance required to address a security vulnerability, provided that Forge Digital notifies the Client through the Console or by email as soon as reasonably practicable;
- any unavailability caused by the Client, including without limitation by the Client's misconfiguration, by content that the Client uploads, or by the Client's violation of the Terms of Service or acceptable-use rules;
- any unavailability caused by a domain or DNS misconfiguration outside Forge Digital's DNS environment;
- any suspension exercised by Forge Digital under the MSA;
- force majeure as defined in the MSA.
A breach by the Client of the acceptable-use rules set out in the Terms of Service, including unauthorised automated scraping or crawling, attempts to reverse engineer or bypass administrative permissions, and the injection of unapproved third-party scripts, voids the availability commitments in this Schedule for the Measurement Period in which the breach occurred. Any resulting repair is carried out at Forge Digital's then-current published hourly rate, notified to the Client in writing before any chargeable work begins.
6 Support response commitments
6.1 Reaching support
Support requests are raised through the Console. Forge Digital may additionally publish a support email address or an escalation channel for paid tiers. Requests received outside the applicable support hours are recorded when received and answered at the start of the next business period.
6.2 What "first response" means
"First response" means Forge Digital acknowledging the request and providing an initial assessment (which may itself be a diagnostic question or a request for further information). It does not mean full resolution. Resolution times depend on the nature of the incident and are not committed to under this SLA.
6.3 Classification
Forge Digital classifies each request as a Critical Incident or a Normal Incident on receipt, acting reasonably. The Client may propose a different classification and Forge Digital will consider it in good faith, but the final classification rests with Forge Digital.
6.4 High-load and unusual traffic
Where the Client requests functionality or generates a traffic pattern that materially increases the operational load on Forge Digital (for example, a large advertising campaign that produces sustained traffic well above the Client's baseline, or a high-volume email campaign through the enquiry-forwarding system), Forge Digital may (a) engage with the Client in good faith to plan the load, and (b) if the load is likely to persist, propose a tier upgrade to reflect the change in service. Nothing in this Section 6.4 relieves the Client of its obligation to use the Platform in accordance with the MSA.
7 Service Credits
7.1 Sole and exclusive remedy
Service Credits are the Client's sole and exclusive remedy for any failure by Forge Digital to meet the Uptime target of the Client's tier in a Measurement Period.
A Service Credit is a discount applied against a future invoice and has no monetary value outside that application. Service Credits are not refunds and confer no right to a refund. They are never exchangeable, redeemable or convertible into cash or into any other form of payment; they may not be transferred or assigned to any third party or applied to the account of another client; and they may not be set off against any other sum owed by the Client to Forge Digital.
Service Credits are applied automatically as a discount against the Client's next invoice from Forge Digital, and any balance carries forward to subsequent invoices until exhausted. Any Service Credit that remains unapplied when this Agreement ends, for any reason and by either party, lapses at that moment and is not payable.
7.2 Calculation
For each 0.5% (or fraction thereof) by which the actual Uptime for a Measurement Period falls below the Uptime target of the Client's tier, a Service Credit is calculated as the percentage of the Subscription Fee set out in the table in Section 3, subject to the cap in that same table.
7.3 Worked example
If the Client is on Gold (target: 99.5% monthly; 10% Service Credit per 0.5% miss; cap: one month's Subscription Fee), and the actual Uptime in the Measurement Period is 98.7%, the shortfall is 0.8%, which is two full 0.5% bands (rounded up). The Service Credit is 20% of the Subscription Fee for that month.
7.4 Claiming
The Client does not need to claim: Forge Digital calculates any Service Credit due at the end of each Measurement Period and applies it to the following month's invoice. If the Client believes a Service Credit is due and has not been applied, the Client may raise a support request within thirty (30) days of the end of the relevant Measurement Period. Requests raised more than thirty (30) days after the Measurement Period are time-barred.
8 Tier changes
8.1 Upgrades
Tier upgrades take effect immediately on payment. The Client is charged a prorated amount for the balance of the current month, and the upgraded tier's commitments apply from the date of the upgrade.
8.2 Downgrades
Tier downgrades take effect at the end of the paid month in which the change is requested through the Console. Until that date, the higher tier remains in effect. No refund is due for the paid month in which the downgrade is requested.
8.3 Downgrade during an incident
A Service Credit is calculated against the tier that was in effect during the Measurement Period in which the Downtime occurred. A downgrade takes effect prospectively only.
9 Claims and disputes
Any dispute over the calculation or application of a Service Credit is subject to the governing-law and jurisdiction provisions of the MSA. The Client is not entitled to withhold payment of the Subscription Fee or any other Fees pending resolution of any such dispute.
10 Amendments to this SLA
Forge Digital may amend this SLA in accordance with the amendment mechanism set out in the MSA. Where an amendment reduces a Uptime target, extends a Scheduled Maintenance Window in a way that is materially unfavourable to the Client, or increases the price of a paid tier, the Client's remedy is as set out in the MSA (cancel before the amendment takes effect, or continue and be deemed to have accepted).
10a Limitation of liability
Except in cases of proven fraud, wilful misconduct, intentional sabotage, gross negligence, or death or personal injury caused directly by Forge Digital, Forge Digital's total aggregate monetary liability for any and all claims, breaches, delays, damages, losses or financial penalties arising out of or related to this Agreement, whether in contract, tort or otherwise, is strictly limited to the caps set out in Section 7.
To the maximum extent permitted by applicable law, Forge Digital is in no event liable for any indirect, incidental, special, exemplary or consequential damages. This includes, without limitation, claimed loss of vehicle sales, dealership profit losses, loss of customer or inventory data, missed business opportunities, or local business reputational damage, even if Forge Digital was expressly notified of the possibility of such risks.
11 Relationship to the MSA
This SLA is subject in all respects to the MSA, including its limitation of liability (Section 13 of the MSA), its governing-law provision (Section 22 of the MSA) and its confidentiality provision (Section 17 of the MSA). Nothing in this SLA increases or replaces the liability cap set out in the MSA. Service Credits paid under this SLA are counted against the liability cap in the MSA to the extent required by mandatory law.
End of Service Level Agreement.