Master Services Agreement

Last updated: 20 June 2025

1. Introduction

This Agreement is between:

PolyAI, we, us and our refers to the PolyAI entity detailed in the Order Form; and

You, being the client detailed in a validly executed Order Form (“You”, “your”)

Together, the “parties”, and individually, a “party”. All references to “days” refers to “business days” in our main jurisdiction of operation as set out above, unless indicated otherwise.

PLEASE READ THESE TERMS CAREFULLY ALONGSIDE THE THE ORDER FORM.

1.1 Definitions:

1.1.1 “Agreement” means this MSA including the DPA, and any validly executed Order Forms hereunder;

1.1.2 “Client Systems” means the systems owned and operated by you that are required for us to provide the Services, including but not limited to your network connections and telecommunications links from your website, telephonic systems and IT systems.

1.1.3 “Communication Services”, means a multi-channel conversational transaction service which may include voice virtual agent (‘Virtual Agent’), chat, website or SMS text automation supported by machine learning technology provided to you through our Platform;

1.1.4 “Documentation” means documentation such as usage instructions, documentary deliverables or any specifications of the Services from time to time;

1.1.5 “DPA” means the Data Processing Agreement accessible here;

1.1.6 “Export Control and Sanctions Laws” means any applicable export control, trade or financial sanctions laws, regulations, orders, directives, licences and requirements of any governmental or other relevant authority with jurisdiction over activities undertaken in connection with this Agreement including but not limited to the United Kingdom, European Union, United Nations, and United States (each such authority being a “Sanctions Authority”);

1.1.7 “Feedback” any ideas, know-how, improvements, or suggestions that we may receive from you in connection with the Services;

1.1.8 “Fees” means the fees set out in the Order Form;

1.1.9  “New IPR” means any new intellectual property rights which are created as a result of, or in connection with, this Agreement, including any Feedback you provide us in respect of the Platform or Services;

1.1.10 “Order Form” means any validly executed order form entered into under the terms of this MSA;

1.1.11 “Platform” means our proprietary communications handling platform which is made up of our software and any third-party software that may be necessary for its functionality;

1.1.12 “Professional Services” means implementation, testing, integration and configuration of the Platform, as well as any other discovery, preparatory or exploratory work as described in the relevant Order Form and/ or any Change Order and in each case billed at our standard rates;

1.1.13 “Renewal Term” means a period of 90 days after the completion of the last Order Form issued under this MSA;

1.1.14 ‘Restricted Territory’ means a country or territory that is subject to any general financial or trade restrictions or embargoes under Export Control and Sanctions Laws, which currently comprise: Cuba, Iran, North Korea, Syria, and the occupied regions of Ukraine;

1.1.15 “Rounding Calculation” means the calculation pursuant to which calls will be rounded up to the closest 30 second increment;

1.1.16 ‘Sanctioned Person’ means: (i) a person who is named on a restricted party list administered by a Sanctions Authority; (ii) a person ordinarily resident in or incorporated under the laws of a Restricted Territory; (iii) the government of a Restricted Territory; or (iv) an entity owned or controlled by, or acting on behalf of, one or more persons described in (i), (ii), or (iii) above;

1.1.17 “Services” means the Communication Services, the Platform and any Professional Services;

1.1.18 “Site” means our website https://poly.ai/ and its subdomains, including via Site;

1.1.19 “Term” means the period commencing on the Signature Date and ending on the earlier of: (i) expiry of the Renewal Term; or (ii) termination in accordance with the terms of this Agreement;

1.1.20 “Usage Fee” means the unit price specified in the Recurring Services and Fees section of the Order Form.

1.2 Term. This Agreement shall commence on the Signature Date and will continue for its Term.

1.3Entire Agreement. This MSA and its schedules together with any Order Form and the Data Processing Agreement enclosed as Schedule 2 (the “DPA”), forms the entire agreement between us (the “Agreement”). In the event of any conflict, the order of precedence will be (1) Order Form; (2) DPA; and (3) MSA (including Schedule 1).

2. Our obligations

2.1. Provision of services. We will make the Services available to you as described in the Order Form and the terms of this Agreement.

2.2. Maintenance. We will use reasonable efforts to notify you in advance of any scheduled maintenance to the Services or the Platform, or for any emergency maintenance to maintain security which may be required from time to time, as set out in the SLA.

2.3. Limitations. We will not be responsible for any delays, delivery failures, corruption or loss of data, or any other loss or damage that may happen when your data is transferred across communications networks (such as the internet). You acknowledge that Services may be subject to other limitations, delays and other problems inherent in the use of these types of networks.

2.4. Professional services. Where we agree to provide Professional Services:

2.4.1 we will perform the Professional Services with reasonable skill and care, and in accordance with all applicable regulations;

2.4.2 we will use reasonable endeavours to meet any timetable detailed in any Order Form;

2.4.3 you agree to follow any approval and Feedback process for Professional Services, which will be detailed in the Order Form.

2.5 Reports. After Go-Live, as defined in the relevant Order Form, we will provide reports and analytics to demonstrate the performance of the Virtual Agent and the success of each call made to the Virtual Agent. The format and frequency of any such reports shall be agreed by the parties in writing following the Signature Date.

2.6 Insurance. At all times during the term of this Agreement, PolyAI will maintain insurance coverage with a reputable insurer commensurate with levels of insurance coverage generally accessible to similarly sized and similarly capitalised companies operating in the same industry and market conditions as PolyAI, and, if requested by you, will share a copy of the relevant insurance policies.

3. Your obligations

3.1. Your obligations. You agree to:

3.1.1 comply with all applicable laws relevant to this Agreement;

3.1.2 use the Services and Platform in accordance with the terms of this Agreement and any Documentation;

3.1.3 use reasonable endeavours to prevent any unauthorised access to, or use of, the Services or the Platform, and notify us as soon as reasonably practicable if you become aware of this happening;

3.1.4 be responsible for procuring, maintaining and securing the Client Systems;

3.1.5 promptly notify us of any errors you become aware of relating to the Services or Platform; and

3.1.6 appoint a project manager to work directly with us when we deliver the Services. During the design and build stage of any Professional Services you will attend at least weekly meetings to discuss the performance of the Virtual Agent and provide any requested information and/or documentation reasonably required for the provision of the Services as soon as reasonably practicable. You understand and acknowledge that any timelines set out in any Order Form may be impacted by your failure to respond to any such requests. We reserve the right to amend any agreed upon timelines set out in any Order Form should you or any project manager designated by you be unable to provide us with any such requested information or documentation.

3.2. You are responsible for making sure the Platform is compatible with your Client Systems. You accept that the Services (excluding any bespoke configurations) were not designed to your individual requirements.

3.3. Restrictions on use. You agree not to:

3.3.1 access, store distribute or transmit viruses or materials while using the Services and Platform;

3.3.2 copy the Platform in any way or create derivative works based on it;

3.3.3 build a product or service which competes with or replicates the Platform;

3.3.4 or do anything unlawful, harmful, threatening, defamatory, discriminatory or offensive while using the Services.

3.4. Your breach of these restrictions will be considered a material breach for which we may suspend your use of the Services and/or Platform or terminate this Agreement in accordance with its terms.

4. Fees

4.1. Fees. You agree to pay the Fees in currency set out in the Order Form, exclusive of any applicable taxes and, unless otherwise specified, are non-cancellable and non-refundable. You agree to pay the Fees via ACH, bank/wire transfer or electronic means. You acknowledge that PolyAI cannot accept cheques.

4.2. Invoices. Unless we otherwise agree in the relevant Order Form, invoices shall be payable within 30 days. You will pay the sums invoiced by us without the right of set-off or withholding. If you disagree with an invoice, you agree to notify us within 14 days of receiving it, and a representative for you and for PolyAI will use reasonable efforts to resolve the dispute in a timely manner.

4.3. Usage Fees & Rounding Calculation.

4.4. Unless otherwise specified in the Order Form:

4.4.1 A Usage Fee will apply to each minute during which the Virtual Agent automates customer interactions. This begins as soon as a call connects to the Virtual Agent and stops once the call has been disconnected or the Virtual Agent transfers the call. The total handle time from all calls will be calculated at the end of each billing period in accordance with the Rounding Calculation.

4.4.2 Professional Services Fees.

4.4.2.1 Ongoing support and maintenance is included as part of all of PolyAI’s deployments as described in the SLA. Any additional Professional Services not set out within an Order Form will be invoiced on a daily time and materials basis in accordance with our standard Professional Services rate card, which is available upon request. Our standard rate card does not include any applicable tax or additional travel costs or expenses.

4.4.2.2 PolyAI works with a roster of voice talent to record prompts for our Virtual Agents. Should you require additional voice artist recordings beyond the initial one (1) voice which is provided free of charge, any such additional voice talent fees will be billed to you.

4.5. Additional Fees. If we incur additional fees and expenses when providing you with the Services (such as travel expenses or Pass Thru Costs), you agree to reimburse us for reasonable expenses. We will use reasonable commercial efforts to notify you in advance of any additional fees before such fees are incurred.
4.6. Pass Thru Costs. We may incur certain pass thru costs from our own providers as a result of providing the Services (“Pass Thru Costs”), which may include the following:

4.6.1. Telephony fees. PSTN telephony charges will be billed separately through your existing communications provider. There will be no additional charges if a private SIP line is used to deliver calls.

4.6.2. SMS fees. If the scope of an Order Form requires a SMS to be sent by the Virtual Agent, all SMS fees incurred will be charged to you.

4.6.3. PCI transactional fees. If the scope of an Order Form requires a PCI payment to be taken by the Virtual Agent, all PCI fees incurred will be charged to you;

4.6.3. We will endeavour to set out any applicable Pass Thru Costs in the relevant Order Form.

We will endeavour to set out any applicable Pass Thru Costs in the relevant Order Form.

5. Termination

5.1. Termination for cause. Either party may terminate this Agreement or an Order Form immediately by giving written notice to the other if the other party:

5.1.1. commits a material breach of this Agreement incapable of remedy, or if it is capable of remedy, fails to remedy it within 30 days of being notified of the breach;

5.1.2. or the other party becomes subject to, or is reasonably likely to become subject to, an insolvency, bankruptcy, administration, receivership or other similar event.

5.2. Consequences of termination. On termination or expiry of this Agreement for any reason:

5.2.1. all rights and licences granted under this Agreement will immediately terminate;

5.2.2 you will stop using the Services and Platform immediately and delete any copies of the Platform;

5.2.3. any outstanding Fees shall become immediately due and payable; and

5.2.4. each party will, if requested by the other party, delete, destroy or return Confidential Information and any copies of it belonging to the other party.

6. Intellectual Property

6.1. Our IP. We and our licensors own, and shall continue to own, all of our intellectual property, including any rights related to the Platform, the Services and Documentation and any amended or new versions we may develop to such extent as is necessary to enable you to make use of the Services in accordance with this Agreement.

6.2. Your IP. You own, and shall continue to own, all of your intellectual property, and do not transfer any rights or licences to us unless otherwise expressly stated.

6.3. New IPR. New IPR shall be owned by PolyAI. To the extent not owned solely by PolyAI, you hereby assigns, including by present assignment of future rights, all right, title and interest in and to all intellectual property rights in the New IPR to PolyAI and agrees to execute such deeds or documents and do such act and things as PolyAI may deem necessary or desirable to give effect to that assignment. To the extent that the foregoing assignment cannot as a matter of law be assigned, you hereby grants to PolyAI a nonexclusive, perpetual, irrevocable, royalty free, worldwide licence to make use of New IPR and otherwise exploit without restriction.

6.4. Licences. Subject to you complying with your obligations under this Agreement, we grant you a limited, non-exclusive, fully paid up, non-sublicensable, non-transferable licence to use the Platform and the Communication Services for the Term of this Agreement.

7. Indemnities

7.1. IP Claim. If any third party claims that the Platform or Documentation breaches their intellectual property rights in the UK and the USA (“IP Claim”), we agree to indemnify you for any and all losses and liabilities which arise from that claim. You agree to notify us as soon as possible upon becoming aware of an IP Claim and provide us with reasonable assistance. We will have sole authority to defend or settle the IP Claim. In addition, you agree not to make any comment or admission or take any action that may adversely affect our ability to defend or settle the IP Claim.

7.2. Limitation of liability. We will not be liable under clause 7.1 in respect of an IP Claim which arises because of: your misuse of the Platform or Documentation or modification of them without our written approval; integrations with third-party software, hardware or data that have not been supplied or authorised by us; or your breach of this Agreement.

7.3. Our rights. If an IP Claim is made or likely to be made against you, we may:

7.3.1. procure for you the right to continue to use the Communication Services;

7.3.2. modify the Platform so it is no longer infringing (without materially diminishing the Platform’s performance or function);

7.3.3. replace the Platform or infringing part with a substitute (without materially diminishing the Platform’s performance or function); or

7.3.4. terminate this Agreement immediately by giving you written notice and refund you any prepaid fees on a pro rata basis for the remainder of the Term.

7.4. Exclusive remedy. Subject to clause 11, this clause 7 will be your exclusive remedy and our entire liability for any IP Claims under this Agreement.

7.5. Your indemnity. If you breach your warranties under clause 10 of this Agreement, you agree to defend, indemnify and hold us harmless against any and all losses and liabilities we suffer arising out of that claim.

8. Data

The DPA shall apply to, and form part of this Agreement in relation to the processing of any Personal Data (as defined in the DPA) contained in the Service Data and Usage Data.

9. Confidentiality

9.1 Definition. “Confidential Information” means all information relating to a party, its businesses, products, finances and affairs, in any media or form, that is marked as confidential or would reasonably be considered to be confidential, whether provided prior to or following the Signature Date. This includes information relating to customers and suppliers, employees and officers, products and services, know-how and this Agreement.

9.2. Obligations. Each party agrees to:

9.2.1. maintain the confidentiality of any Confidential Information;

9.2.2. not disclose, copy or modify the Confidential Information without the owner’s prior written consent;

9.2.3. disclose Confidential Information (i) only if necessary to comply with applicable laws or regulations, provided that the
owner of Confidential Information has been notified before any disclosure has been made (if legally permissible) and (ii) only to employees and professional advisers on a ‘need-to-know’ basis who are bound in writing to confidentiality obligations similar to these; and

9.2.4. promptly notify the other party upon becoming aware of any unauthorised use, disclosure, theft or loss of the Confidential Information.

9.3. Exceptions. Confidential Information does not include information that is:

9.3.1. in the public domain at the time of its disclosure;

9.3.2. lawfully received by a party free of any obligation of confidence at the time of its disclosure;

9.3.3. independently developed by a party without access to or use of Confidential Information; or

9.4.4. already in the possession of a party.

9.4. Confidentiality term. This clause shall continue for 3 years after the expiration or termination of this Agreement.

10. Warranties

10.1. Authority. Each party represents and warrants to the other that it can legally enter into this Agreement, grant the other relevant rights and licences and perform obligations under this Agreement. To the extent any of your affiliates or subsidiaries are intended as recipients of the Services and are set out in an Order Form, you represent and warrant that you have the authority to bind any such parties under this Agreement. Unless explicitly specified in an Order Form, your affiliates and subsidiaries may not automatically benefit from the Services.

10.2. Client systems. You represent and warrant that you have all necessary rights or approvals for us to be able to use or access Client Systems and any other systems in your control.

11. Liability

11.1. Liability. Neither party’s liability is excluded or limited where it would be unlawful to do so (for example, fraud, death or personal injury caused by your or our negligence).

11.2. Exclusions. Neither of us shall be liable for certain types of losses, including indirect, special or consequential losses; errors with or loss of data; or loss of business, goodwill, revenues or profits. If we do not comply with this Agreement we are only responsible for loss or damage you suffer that is a foreseeable result of our breach of this Agreement, or for failing to use reasonable care and skill. In particular, we won’t be liable for:

11.2.1. the Services not meeting your needs, whether or not we know about these needs;

11.2.2. minor errors or defects in the Services or Platform; or

11.2.3. the compatibility of the Services or Platform with any other software, service, hardware or equipment, or because of any defect in your technical environment or third-party infrastructure.

11.3.Total liability. Each party’s total liability to the other (including in respect of either party’s indemnity obligations including those under clause 7) will not exceed the amount of Fees paid by you in the 12 months preceding the incident giving rise to any claim.

12. Other important terms

12.1. Force majeure. Neither party shall be liable, or deemed to be in breach of this Agreement, for any delays or failures in their performance resulting from any event beyond their reasonable control. This doesn’t apply to any delay or failure to pay Fees. If this type of event happens, the affected party will promptly notify the other, providing details about the event and when it has stopped. If the event continues for more than 90 days, either party may terminate the affected Order Form without liability to the other by giving 10 business days’ prior written notice

12.2. Marketing. PolyAI may make publicly available press releases, case studies and other marketing materials announcing the Services and to identify you as our client in relation to the Services. You agree that we can use your name and company logo for the purposes set out in this clause 12.2 and you hereby grant to PolyAI the express right to use your company logo in publicly available marketing, sales, financial, and public relations materials and other communications solely to identify you as a PolyAI client. PolyAI hereby grants to you the express right to use PolyAI’s logo solely to identify PolyAI as a provider of Services to you. Other than as expressly stated herein, neither party shall use the other party’s marks, codes, drawings or specifications without the prior written permission of the other party.

12.3. Non-solicitation. During the Term and for 12 months after, either party shall not directly or indirectly induce or solicit any of the other party’s employees to leave such party’s employment, or engage or employ any of our employees in any manner outside of this Agreement. This will not apply to any general and non-specific recruitment campaigns you run in the normal course of your business.

12.4. Variation. We may modify this MSA and/or DPA at any time by posting a revised version on the Site or by otherwise notifying you in accordance with clause 12.8; provided, however, that we will provide advance notice in accordance with clause 12.8 for material adverse changes to the MSA or DPA. Subject to the advance notice requirement with respect to such material adverse changes, the modified terms will become effective upon posting or, if we notify you by email, as stated in the email message. By continuing to use the Services after the effective date of any modifications, you agree to be bound by the modified terms. It is your responsibility to check the Site regularly for modifications to the MSA and/or DPA. We last modified these on the date listed at the beginning of them.

12.5. Assignment. Each party may assign, novate or otherwise deal with any of their rights and obligations under this Agreement (an “Assignment”) to such party’s affiliates, any successor-in-title to the business and/or undertaking of such party (including as a result of any corporate transaction, merger, acquisition, initial public offering, reorganization or equivalent), provided that the party exercising such right provides notice to the other party of any such changes as soon as reasonably practicable following such Assignment.

12.6. Third-party rights. To the extent applicable, no parties outside this Agreement shall have any right to enforce any of its provisions under the Contracts (Rights of Third Parties) Act 1999.

12.7. Relationship of the parties. Nothing in this agreement establishes or implies any partnership, agency or joint venture between you and us. Nothing in this Agreement will restrict either party’s ability to compete or enter into partnering relationships with other entities. The parties acknowledge and agree that the supply of Services under this Agreement is not an exclusive arrangement.

12.8. Notices. Notices under this Agreement shall be in writing and sent to the address or email address specified in the relevant Order Form.

12.9. Severability. If any provision of this Agreement is or becomes illegal, invalid or unenforceable, the legality, validity and enforceability of the rest of this Agreement shall remain unaffected.

12.10 Non-Waiver. No delay or failure by either party to exercise any right or remedy available to them under or in connection with this Agreement shall prevent the future exercise of any such right or remedy.

12.11. Export Control and Sanctions Laws.

12.11.1. You shall: (i) comply with Export Control and Sanctions Laws; (ii) not engage in any conduct or permit the use of, or access to, the Services by a user who is a Sanctioned Person or otherwise in such a way that would constitute a violation of Export Controls and Sanctions Laws; (iii) not do, or omit to do, any act that would cause us to provide services to a user who is a Sanctioned Person or otherwise breach Export Controls and Sanctions Laws; and (iv) have and enforce its own procedures and controls to ensure compliance with Export Control and Sanctions Laws. You will immediately notify us if, during the term of this Agreement: (i) it has breached the terms of this clause 12.11. Any breach of this clause will be deemed to be a material breach of this Agreement and in the event of such a breach we reserve the right to immediately terminate this contract without notice or penalty.

12.12. General Duty to Mitigate. Any and all claims for loss arising under this Agreement will be subject to a general obligation of the parties to use all reasonable efforts to mitigate such losses.

12.13. Entire Agreement. This MSA including its schedule and the DPA and the applicable Order Form constitutes the whole agreement between us and supersedes any previous arrangement, understanding or agreement between them relating to the subject matter of this Agreement and the applicable Order Form. Each party acknowledges that in entering into this Agreement or any Order Form it has not relied upon any oral or written statements, collateral or other warranties, assurances, representations or undertakings which were made by or on behalf of the other party in relation to the subject-matter of this Agreement or an Order Form at any time before its signature other than those which are set out in this Agreement or any Order Form. Furthermore and for the avoidance of doubt, you understand your business needs and have determined independently that the Services will meet your needs.

12.14. Beta Features. From time to time, PolyAI may invite you to participate in a new version or service feature that PolyAI has not made generally available to clients for production use and that is designated as beta, pilot, limited release, pre-release, non-production, evaluation or similar designation which does not form part of the Services (“Beta Features”), free of charge in return for you providing PolyAI with Feedback. This invitation may be communicated via email or via the Platform and you may accept or decline the invitation in its sole discretion. Beta Features are for PolyAI evaluation and testing purposes, not subject to availability or security obligations and may be subject to additional terms. Unless otherwise agreed, PolyAI will have no liability for any harm, damage or losses of any kind arising out of or in connection with Beta Features, and the Client uses them at its own risk. PolyAI may discontinue Beta Features at any time in its sole discretion and may choose not to make them generally available.

12.15. Class Action Waiver. You agree that you will ensure that all individuals who access or use the Services are bound by a class action waiver and individual arbitration requirement, requiring that all claims in respect of the Services be resolved on an individual basis through binding arbitration, and not as a plaintiff or class member in any purported class, collective, consolidated, or representative proceeding. You will be responsible for procuring agreement from all such users to waive their rights to participate in class or representative actions and to submit all disputes relating to the Services to binding individual arbitration.The parties agree that arbitration may not be consolidated with any other arbitration or claim of any other party, and no class or representative actions may be asserted in arbitration.

12.16. Governing law and jurisdiction. This Agreement is governed by: (i) in the event the contracting entity is PolyAI Limited, the laws of England without regard to conflict of law principles, and the courts of London,UK shall have exclusive jurisdiction to hear disputes in relation to it; (ii) in the event the contracting entity is PolyAI Technologies Inc, the laws of the State of New York, USA without regard to conflict of law principles, and the courts of New York City, New York, USA shall have exclusive jurisdiction to hear disputes in relation to it.

Schedule 1 – Service Level Agreement

This Service Level Agreement (“SLA”) is made between PolyAI (“Vendor”, “we”, “us”, “our”) and your company (“Customer”, “you”, “your”) as defined in the Main Agreement, together “the parties”

1. Updates to this Service Level Agreement. We may update this Service Level Agreement (“SLA”) from time to time by providing you with notice.

2. Global Support Plan. Following the Signature Date, your designated PolyAI Project Manager will provide you with a copy of our Global Support Plan which includes details of your key support contacts, more information about how to submit change requests, and other ongoing support and maintenance provided as part of the Services.

3. Emergency Support Line. A 24/7 emergency contact and phone number will be allocated to you as part of our support.

4. Service Desk Portal. PolyAI will provide you with use of a service desk portal (the “Service Desk Portal”) for you and your authorised users to open tickets. You shall be able to view open tickets and run custom reports upon request. Phone support will only be provided to a designated number of your contacts, as mutually agreed by the parties in writing in advance. The Service Desk Portal will be staffed by a technician during PolyAI’s operational hours. The service technician will record the issue in a service ticket and assign the ticket to PolyAI for servicing.

5. Issue Types, Response Times & Priorities

5.1 Issue types are defined as set out below. All service tickets will be assigned a priority depending on the urgency of the fault and the impact on the business. You will receive prompt notification to confirm that the ticket has been received and is actively being worked by an engineer. Engineers will update you as the ticket is being worked to provide status updates and resolution time estimations.

5.2 Exclusions. If PolyAI ascertains that the issue has been caused by your Client Systems, your technology or another technology supplier of yours, PolyAI will report the issue to you. In such a case, this SLA shall not apply. If PolyAI ascertains that the issue has been caused by a supplier of PolyAI, PolyAI will inform you and monitor the supplier’s progress until the issue is resolved, in which case this SLA shall apply.

6. Escalation Paths. Subject to any additional specifications in your Global Support Plan, there are 2 types of Escalation Paths:
Issue Escalation: Failure to resolve the issue will be escalated from Service Technician to Senior Technician to Tech Lead.
Complaint Escalation: Instances of unmet service levels would be escalated from Project Manager to Tech Lead to C Level. Escalations can be initiated by contacting the PolyAI designated emergency contact.

7. Service Availability. PolyAI commits to provide a minimum uptime of 99.5% measured on a monthly basis (the “Service Availability”). If the Project relies upon the use of a public switched telephone network (“PSTN”) as part of your Client Systems (as such term is defined in the MSA) and/or your request, the Service Availability shall be limited to a minimum uptime of 99% measured on a monthly basis.

Where for reasons attributable to PolyAI the Service Availability for the Virtual Agent is breached, you will be entitled to claim payment of the following service credits from PolyAI:

8. Scheduled and unscheduled downtime

Scheduled. PolyAI will provide 7 days’ written notice to you of any scheduled downtime.

Unscheduled. PolyAI will provide written notice to you of any unscheduled P1s (Outages) within 15 minutes of the Outage beginning.
PolyAI will follow your reasonable change management information process notified to PolyAI in advance, and, in the event of an unscheduled P1 (Outage), agree to provide in respect of that P1:

• A major incident report within 48 hours of the start of the P1; and
• A root-cause analysis within 7 days of the P1 ending.