SERVICE LEVEL AGREEMENT
Attachment 1 to the Master Service Agreement
Between
FAMILY LABS PTY LTD (ACN 688 034 988)
and
MARSHALL TRADING
MSA Reference: UGPENT0001 Effective Date: {{effective_date}}
CONFIDENTIAL
1. RELATIONSHIP TO MASTER SERVICE AGREEMENT
This Service Level Agreement (“SLA”) is Attachment 1 to the Master Service Agreement (“MSA”) between Family Labs Pty Ltd and the Client identified on the cover page. This SLA forms an integral part of the MSA and is subject to all terms and conditions therein. Capitalised terms used but not defined in this SLA have the meanings given to them in the MSA.
In the event of any conflict between this SLA and the body of the MSA, the MSA shall prevail, except in relation to the specific service level targets, service credits, and support commitments set out herein.
2. PLATFORM AVAILABILITY
2.1 Uptime Target
Family Labs shall use commercially reasonable efforts to maintain a Monthly Uptime Percentage of at least 99.5% for the Platform, measured at the application layer (Enterprise Dashboard and Tokenisation Engine APIs), excluding Excused Downtime.
2.2 Monthly Uptime Percentage
Monthly Uptime Percentage is calculated as follows:
- Monthly Uptime Percentage = ((Total Minutes in Month – Downtime Minutes) / Total Minutes in Month) × 100
2.3 Downtime
“Downtime” means any period during which the Platform is unavailable or materially degraded, excluding Excused Downtime.
2.4 Excused Downtime
“Excused Downtime” means any period of unavailability caused by: (a) Scheduled Maintenance; (b) Force Majeure Events (as defined in the MSA); (c) actions or omissions of the Client or its Authorised Users; (d) failure or unavailability of third-party services, networks, or infrastructure outside Family Labs’ reasonable control, including underlying distributed network outages; or (e) emergency security patches applied in accordance with Clause 4.2 of this SLA.
3. PERFORMANCE TARGETS
Family Labs shall use commercially reasonable efforts to meet the following performance targets:
| Performance Metric | Target | Measurement Method |
|---|---|---|
| Enterprise Dashboard page load time | < 3 seconds (95th percentile) | Synthetic monitoring |
| API response time (Tokenisation Engine) | < 500ms (95th percentile) | Server-side logging |
| DPP creation (single unit) | < 10 seconds end-to-end | Transaction logging |
| DPP batch creation (up to 1,000 units) | < 5 minutes end-to-end | Transaction logging |
| Data export / report generation | < 30 seconds (standard reports) | Application logging |
Performance targets are measured over rolling 30-day periods. Family Labs shall report performance against these targets in the monthly service report (Clause 5.1).
4. MAINTENANCE
4.1 Scheduled Maintenance
Family Labs shall notify the Client at least 48 hours in advance of any Scheduled Maintenance. Scheduled Maintenance shall be conducted during non-peak hours (between 22:00 and 06:00 AEST/AEDT) wherever practicable, with consideration given to the Client’s operational time zones (Central European Time). Scheduled Maintenance shall not exceed 8 hours per calendar month in aggregate unless agreed in writing.
4.2 Emergency Maintenance
Family Labs may perform emergency maintenance without prior notice where necessary to address critical security vulnerabilities or threats to the integrity of the Platform or Client Data. Family Labs shall notify the Client as soon as reasonably practicable and provide a post-incident report within 2 Business Days.
5. MONITORING AND REPORTING
5.1 Monthly Service Report
Family Labs shall monitor Platform availability and performance using industry-standard monitoring tools. Family Labs shall provide the Client with a monthly service report within 10 Business Days of the end of each calendar month, detailing:
(a) actual Monthly Uptime Percentage;
(b) summary of any Downtime incidents and root cause analysis;
(c) performance against targets set out in Clause 3;
(d) summary of support incidents by severity;
- (e) DPP volume and overage usage against the included monthly Credit allocation; and
(f) any Scheduled Maintenance planned for the following month.
5.2 Real-Time Status
Family Labs shall maintain a status page accessible to the Client, providing real-time information on Platform availability and any active incidents.
6. SERVICE CREDITS
6.1 Eligibility
If Family Labs fails to meet the Monthly Uptime Percentage target in any calendar month, the Client shall be entitled to Service Credits as set out below, subject to the Client submitting a written claim within 30 days of the end of the affected month.
6.2 Service Credit Calculation Basis
Service Credits are calculated as a percentage of the Monthly Service Fees, defined as the sum of: (a) the Subscription Fee for the affected month (calculated on a 1/12th basis where the Client has elected annual prepayment); plus (b) any Overage Fees invoiced for the affected month. This basis ensures Service Credits remain a meaningful remedy regardless of the billing cadence elected under Schedule B of the MSA.
6.3 Service Credit Table
| Monthly Uptime Percentage | Service Credit (% of Monthly Service Fees) |
|---|---|
| < 99.5% but ≥ 99.0% | 5% |
| ≥ 98.0% but < 99.0% | 10% |
| ≥ 95.0% but < 98.0% | 20% |
| < 95.0% | 30% |
6.4 Application of Credits
Service Credits shall be applied against the next monthly invoice. Service Credits are the Client’s sole and exclusive remedy for failure to meet the uptime target under this SLA. Service Credits shall not exceed 30% of the Monthly Service Fees for any single calendar month and are non-transferable and non-refundable. Where the Client has elected annual prepayment and there is no immediate next invoice, Service Credits shall be applied as a credit against the next renewal invoice or refunded on a pro-rata basis at the Client’s election.
6.5 Chronic Failure
If the Monthly Uptime Percentage falls below 95.0% for three or more consecutive calendar months, the Client may terminate the MSA upon 30 days’ written notice without penalty, and shall be entitled to a pro-rata refund of any prepaid Fees for the unused portion of the then-current term. The Onboarding Fee remains non-refundable.
7. SUPPORT SERVICES
7.1 Support Tier
The Client's support tier under this Agreement is set out in Appendix A. The following support tiers are available across the Family Labs Platform:
| Standard Support | Priority Support | Enterprise Support | |
|---|---|---|---|
| Support Channels | Email, Video Call | Email, Video Call, Dedicated Slack Channel | |
| Support Hours | Business Hours (AEST) | Extended Hours (08:00–22:00 AEST/AEDT, M–F) | Business Hours (09:00–18:00 AEST/AEDT and 09:00–18:00 IST, Monday–Friday) |
| Named Support Contact | No | Yes | Yes (Dedicated CSM) |
7.2 Incident Classification and Response Times
| Severity | Description | Initial Response | Target Resolution |
|---|---|---|---|
| P1 — Critical | Platform completely unavailable; no workaround exists; DPP creation or verification is fully blocked | 30 minutes (during Support Hours per Clause 7.1) | 4 hours |
| P2 — High | Major feature degraded; workaround exists but significantly impacts operations; batch processing failures | 2 hours (Business Hours) | 8 Business Hours |
| P3 — Medium | Non-critical feature impaired; minor operational impact; reporting or dashboard display issues | 4 Business Hours | 3 Business Days |
| P4 — Low | Cosmetic issues, feature requests, general inquiries, documentation questions | 1 Business Day | Best efforts |
7.3 Escalation Procedure
If an incident is not resolved within the target resolution time, the following escalation path applies:
(a) Level 1 — Support Engineer: Initial triage and troubleshooting.
(b) Level 2 — Senior Engineer / CTO: Escalated after target resolution time expires or upon Client request for P1/P2 incidents.
(c) Level 3 — CEO: Escalated if Level 2 resolution exceeds 2x target resolution time, or at the Client’s reasonable request for persistent P1 incidents.
The Client may request escalation at any time for P1 incidents by contacting the escalation address provided in Appendix A.
7.4 Incident Communication
For P1 and P2 incidents, Family Labs shall provide the Client with status updates at intervals of no less than every 2 hours until the incident is resolved or mitigated. For all incidents, Family Labs shall provide a post-incident report within 5 Business Days of resolution, detailing: root cause, impact analysis, remediation steps taken, and preventive measures implemented.
APPENDIX A — SUPPORT DETAILS
| Parameter | Value |
|---|---|
| Support Tier | Enterprise |
| Uptime Target | 99.5% |
| Chronic Failure Threshold | 95.0% over three consecutive months |
| Primary Support Email | support@universalgoods.org |
| Escalation Email | escalation@universalgoods.org |
| Named Support Contact | James Albarracin (james@universalgoods.org) until further nominated |
| Dedicated CSM | James Albarracin (james@universalgoods.org) until further nominated |
| Dedicated Slack Channel | https://app.slack.com/client/T0A3WA41FEZ/C0APP1H8798 |
Escalation Contacts
| Level | Contact | Trigger |
|---|---|---|
| Level 1 — Support Engineer | support@universalgoods.org | Initial triage for all incidents |
| Level 2 — CTO | shashank@universalgoods.org | Target resolution time exceeded; Client request for P1/P2 |
| Level 3 — CEO | james@universalgoods.org | 2x target resolution exceeded; persistent P1 |




