Orbipay Support Terms and Service Levels

Last Updated: May 29, 2025

This Alacriti Support Terms and Service Levels document is a policy governing the use of Alacriti’s digital payment  services, related data, technology and analytics services, and other business services, including those services more expressly set forth in an order form that is signed or otherwise accepted by both parties and references the Alacriti Master Services Agreement (such order forms are “Orders,” and such services are collectively “Services”).  Your use of the Services is subject to this document, as well as the Alacriti Master Services Agreement between Alacriti Payments Inc. (“Alacriti,” “we,” or “us”) and the user of the Services (“Client,” or “you”).  Unless otherwise provided herein, this document is subject to the terms of the Alacriti Master Services Agreement and capitalized terms will have the meaning specified in the Alacriti Master Services Agreement.  We reserve the right to change the terms of this document in accordance with the Alacriti Master Services Agreement.

1. Service Level.  

(a) Alacriti will use commercially reasonable efforts to ensure that the Services are Available at least 99% of the time in each calendar month during the Term (“Service Level Target”), subject to the exclusions set forth below.  “Available” means that Client is able to access the Services.  

(b) The following are not factored into the determination of whether the Services are Available: (i) scheduled or emergency maintenance; or (ii) factors outside of Alacriti’s reasonable control, such as issues associated with Client’s data, issues associated with the public Internet, private line or VPN connection to the physical site location of the Services, systems managed by Client and third party systems that interface with the Services, and issues arising from the misuse of the Services by Client, Client’s employees, agents, or Customers.  

(c) Alacriti will measure whether the Services are Available, and will generate and make available to Client a report on a monthly basis that summarizes the total amount of time that the Services were Available in such month.  This report will be the sole basis for the availability measurement under this schedule.

(d) In the event that Alacriti fails to meet the Service Level Target in any three (3) consecutive calendar months, then as Alacriti’s sole and exclusive liability for such failure, Client may terminate the Agreement on written notice to Alacriti, provided that such notice is given no later than thirty (30) days after the end of the third of such consecutive calendar months.  

2. Support.  

(a) During Alacriti’s Normal Support Hours (i.e., Monday through Friday, excluding holidays recognized by the Federal Reserve Bank of New York., from 9:00 am to 6:00 pm Eastern time), Alacriti shall provide Client with unlimited technical support for the Services, subject to this schedule, for the purpose of investigating and resolving Errors that have been reported by Client.  An “Error” means a failure of the Services to materially conform to the description set forth in the applicable Order, that is reproducible by Alacriti and is not caused by: modifications or damage to the Services by any person other than Alacriti or its agents, using the Services outside the scope of the license granted under the Agreement, failure of the computer hardware, the computer operating system and/or other software utilized by Client that has not been provided by Alacriti, the Services having been installed or operated in violation of Alacriti’s installation and operations instructions, including on computer hardware, or operating systems other than for which the Services were designed, or Client has failed to maintain reasonable maintenance and support processes or has failed to use updates or upgrades which have been made available to Client for use at no additional charge.

(b) Client will report Errors to Alacriti’s standard support telephone number or email address, which will be provided to Client on request.  Alacriti will classify the Error in its reasonable discretion, using the descriptions set forth in the table below.  

1. Response Times.  Alacriti will use commercially reasonable efforts to respond by telephone, to a reported Error within the timeframes set forth in the Response Time column in the table below that corresponds to the assigned severity level.  
2. Resolution Times. Alacriti will use commercially reasonable efforts provide a resolution (via remote support, workaround, patch or other forms determined by Alacriti) to a reported Error within the timeframe set forth in the Resolution Time column in the table below that corresponds to the assigned severity level.  Alacriti is not liable for delays caused by Client (such as waiting for information reasonably requested of Client) or any other circumstances beyond Alacriti’s reasonable control. 
3. Escalation. In the event the maintenance and support obligations hereunder are not met, Client has the right to escalate an issue, per the following:
   1. Contact Alacriti’s Production Operations Manager
   2. Request that the Production Operations Manager arrange a conference call with Alacriti’s Account Manager.

Appropriate phone numbers for the above contacts will be provided to Client upon execution of the Agreement and at any time that changes are made.

Severity Level Descriptions.

“Production is down” means that the Services are substantially inoperable and inaccessible by any one or more of Client’s end users, data is corrupted resulting in a complete halt to business operations or the Services hang indefinitely.

Response/Resolution Times.

“Business day” means Monday through Friday, excluding holidays observed by the Federal Reserve Bank of New York.  “Business hours” means the time period between 9:00 a.m. to 6:00 p.m. Eastern time on a business day.

3. Exclusions.  The obligations in this schedule are limited to the Service, and do not apply to: (a) any other Alacriti products or services, third-party products or services, or professional services such as data conversion or custom coding, new design work, software coding, or customizations; and (b) any other software or hardware that the Service may interface with, access, call, or invoke outside of the physical site location (s) of the Services.

4. Client Responsibilities.  Client, at Client’s sole expense, shall: (a) provide Alacriti such assistance, information, services and facilities as may be reasonably requested by Alacriti; (b) provide Alacriti with access to at least one named technical contact who is familiar with the technology, operations, and functionality of Client’s systems and the Services; and (c) where appropriate, help secure the assistance of any person whose relationship with Client may be contributing to an Error. Client may change technical contact upon prior notice to Alacriti.  Client acknowledges and agrees that Client is responsible, at Client’s sole expense, for the compatibility of the Services with any other hardware, application or software that the Services interface with outside of the physical site location(s) of the Services (e.g., Client’s computers used to access the Services over the Internet).

5. Reporting.  Promptly after the end of each calendar month during the Term, Alacriti shall make available to Client a report containing reasonable detail regarding when the Services were Available during such month, as well as the Errors that were reported or resolved during such month.