Service Level Agreement

Last updated: [TBD] · This is a working draft pending legal review.

This Service Level Agreement (the "SLA") describes the availability commitment, measurement method, exclusions, and service credit remedies that Coded B.V. ("Coded", "we", "us") offers for the Coded commerce platform (the "Platform") to merchants on a paid subscription tier (each, a "Customer", "you").

This SLA forms part of, and is governed by, the agreement between you and Coded under which you subscribe to the Platform (the "Agreement"). Capitalised terms not defined here have the meaning given in the Agreement. Where this SLA conflicts with the Agreement on the subject of service availability and service credits, this SLA controls.

1. Scope and Eligibility

1.1 Who this SLA applies to

This SLA applies only to Customers on an active, paid subscription tier of the Platform, and only while the relevant subscription fees are paid and not overdue. It does not apply to:

• free, trial, beta, preview, or evaluation use of the Platform;
• features expressly designated as beta, experimental, or "early access"; or
• any Organization or project that is not on a paid tier.

1.2 What this SLA covers

This SLA covers the availability of the core Platform services that you use to operate your projects (your branded online shops), namely: the merchant administration interface, the published storefront serving layer, the product catalog services, and the order and fulfilment workflow services, in each case as operated by Coded.

1.3 What this SLA does not cover

This SLA does not cover, and Coded makes no availability commitment for, services and components that are operated by third parties or are outside Coded's direct control, including:

• payment processing performed by our payment partners, Stripe and Mollie (their availability is governed by their own terms);
• third-party services, integrations, plugins, fonts, scripts, or APIs that you or a third party connect to the Platform;
• the public internet, DNS resolution outside Coded's systems, your own network, devices, or browsers; and
• custom domains and certificates that you control or that depend on a third-party registrar or certificate authority.

We note for clarity that Coded charges a 0% platform fee on your payment transactions — you pay only the pass-through processing cost of Stripe or Mollie. Payment-partner availability is therefore governed by those providers, not by this SLA.

2. Availability Commitment

2.1 Monthly Uptime Commitment

Coded will use commercially reasonable efforts to make the covered Platform services available with a Monthly Uptime Percentage of at least [to be confirmed] during each calendar month (the "Uptime Commitment").

We have deliberately set a conservative, achievable target. This SLA describes a service availability commitment and an associated credit remedy; it is not a guarantee that the Platform will be uninterrupted or error-free.

2.2 Definition of "Monthly Uptime Percentage"

"Monthly Uptime Percentage" is calculated for each calendar month as:

Monthly Uptime Percentage = ((Total Minutes in the Month − Excluded Minutes − Downtime Minutes) ÷ (Total Minutes in the Month − Excluded Minutes)) × 100

where:

• "Total Minutes in the Month" is the total number of minutes in the relevant calendar month;
• "Downtime Minutes" is the total number of minutes during which the covered Platform services were Unavailable, excluding any minutes that fall within an exclusion under Section 4; and
• "Excluded Minutes" is the total number of minutes attributable to the exclusions in Section 4 (including Scheduled Maintenance).

2.3 Definition of "Unavailable"

The covered Platform services are "Unavailable" during a given minute if, for that full minute, the service is not materially functioning for substantially all Customers as a result of a failure within Coded's infrastructure or software, as measured by Coded's monitoring (see Section 3). Brief, intermittent, or isolated errors, and degradation that does not render a covered service materially non-functional, do not count as Unavailability.

3. Measurement and Reporting

3.1 Measurement

Availability is measured by Coded's own monitoring systems across the regions in which the covered Platform services are hosted. The Platform's primary data is hosted in the European Union (Frankfurt, Germany) — a deliberate design choice for data residency and latency within our initial markets, while the Platform serves merchants internationally.

3.2 Authoritative records

Coded's monitoring records and logs are the authoritative source for determining the Monthly Uptime Percentage and any Downtime Minutes. We will not unreasonably withhold relevant measurement data needed to evaluate a good-faith service credit claim.

3.3 Status and reporting

Coded maintains, or intends to maintain, a public status page reporting current service status and incident history. On request, Coded will provide a Customer eligible under this SLA with a summary of the Monthly Uptime Percentage for a month in which that Customer submits a service credit claim.

4. Exclusions

Downtime, unavailability, or degradation arising from any of the following is excluded from the calculation of Downtime Minutes and does not constitute a breach of the Uptime Commitment:

4.1 Scheduled Maintenance

Planned maintenance for which Coded provides advance notice of at least twenty-four (24) hours, where practicable through the status page or by email, and which Coded will use reasonable efforts to schedule during low-traffic windows. Emergency maintenance reasonably required to protect the security, integrity, or stability of the Platform (for example, to deploy an urgent security patch) is also excluded, and Coded will give such notice as is reasonably practicable in the circumstances.

4.2 Force majeure and events outside Coded's control

Events beyond Coded's reasonable control, including acts of nature, fire, flood, epidemic or pandemic, war, terrorism, civil unrest, labour action, government action, internet or telecommunications failures, denial-of-service or other attacks, and failures of upstream hosting, network, or infrastructure providers.

4.3 Third-party and payment-partner outages

Unavailability caused by third-party services not operated by Coded, including the payment processing services of Stripe and Mollie, third-party integrations or APIs, and DNS, certificate, or registrar services controlled by you or a third party.

4.4 Customer-caused issues

Unavailability resulting from your acts or omissions, including your or your users' equipment, software, network, or connectivity; your misconfiguration of a project, domain, or integration; your breach of the Agreement or the Acceptable Use terms; or your use of the Platform in a manner not authorised by the documentation.

4.5 Suspension and beta features

Any suspension or termination of your access in accordance with the Agreement (for example for non-payment or a security or abuse concern), and any unavailability of beta, preview, experimental, or "early access" features.

5. Service Credits

5.1 Service credits as the sole remedy

If Coded fails to meet the Uptime Commitment in a given calendar month, your sole and exclusive remedy, and Coded's entire liability, for that failure is the service credit set out in this Section 5. Service credits are not refunds and have no cash value.

5.2 Credit schedule

Subject to the rest of this Section 5, service credits are calculated as a percentage of the monthly subscription fee paid by you for the affected paid subscription for the calendar month in which the Uptime Commitment was not met:

The specific thresholds and percentages above are placeholders for review and must be confirmed against the final [to be confirmed] value so that the schedule remains internally consistent.

5.3 Maximum credit

The total service credits awarded for any single calendar month will not exceed fifty percent (50%) of the monthly subscription fee paid by you for the affected subscription for that month.

5.4 How to claim

To receive a service credit, you must submit a claim within thirty (30) days after the end of the calendar month in which the Uptime Commitment was not met, by emailing legal@coded.eu with: (a) the affected Organization and subscription; (b) the dates and times of the unavailability you experienced; and (c) any logs or evidence reasonably demonstrating the unavailability. Coded will evaluate the claim in good faith against its monitoring records.

5.5 Conditions

Service credits are available only if your account is in good standing and all subscription fees due are paid and not overdue at the time of the claim and at the time the credit would be applied. Approved credits are applied to a future invoice for the affected subscription and are not redeemable for cash or transferable between Organizations.

6. Support Response

6.1 Support availability

Support for paid-tier Customers is provided by email and through the in-Platform support channel. Coded will use commercially reasonable efforts to acknowledge support requests within the target response times below. These are response (acknowledgement) targets, not resolution-time guarantees, and they are not part of the service credit calculation.

6.2 Severity levels and target response times

"Business hours" and "business days" are measured in the Central European Time zone, excluding weekends and Netherlands public holidays, subject to confirmation by counsel. Detailed support scope and channels are described in the Agreement or accompanying support documentation.

7. Changes to this SLA

Coded may update this SLA from time to time. Where a change materially reduces the Uptime Commitment or the service credit remedy, Coded will provide reasonable advance notice through the Platform, the status page, or by email before the change takes effect. Continued use of the Platform after the effective date of an updated SLA constitutes acceptance of the updated SLA, subject to any mandatory rights you have under applicable law.

8. Governing Law and Disputes

This SLA is governed by the laws of the Netherlands, and the courts of Amsterdam, the Netherlands have exclusive jurisdiction over any dispute arising out of or relating to it. This does not deprive you of the protection of any mandatory provisions of the consumer-protection or other law of your country of residence or establishment that apply notwithstanding this choice of law and forum. Coded operates internationally, and nothing in this clause limits any mandatory local rights you may have.

Contact

Questions about this SLA or service credit claims:

• Email: legal@coded.eu
• Operational and security incidents: security@coded.co
• Coded B.V., De Taling 15, 2761 SL Zevenhuizen, The Netherlands
• Netherlands Chamber of Commerce (KVK) number: 42027097
• VAT number: NL869368795B01

Coded B.V. is a private limited company registered in the Netherlands and is a subsidiary of Coded Holding B.V.