Common use of Cloud Platform Vendor Terms and Conditions Clause in Contracts

Cloud Platform Vendor Terms and Conditions. 6.1. In addition to the terms of the Agreement, the use of the Cloud Platform and the Services is subject to the Cloud Platform Vendor’s terms and conditions, which are subject to change, and Customer acknowledges that IFS is limited in the provision of the Cloud Platform and Services by the provisions of such Cloud Platform Vendor’s terms and conditions. IFS reserves the right to change the Services to reflect any change to the Cloud Platform Vendor’s terms and conditions or as mandated by applicable law. In the event of any material change, IFS will give Customer reasonable prior written notice setting out the scope and contents of the change and the impact of the same. If in the reasonable opinion of Customer such changes will materially impair the functionality of the Services then the Parties shall discuss in good faith a resolution to such impairment, and if no such resolution can be achieved within ninety (90) days of IFS’s notice of the change, the Customer will be entitled to terminate the Services on six (6) months’ written notice to IFS. Such notice to terminate must be served on IFS within thirty (30) days of IFS and Customer determining that no resolution can be achieved. PART D – SUPPORT SERVICES 1. Support Plan 1.1. The Support Terms applicable to the IFS Cloud Services are the IFS Cloud Support Terms. 1.1.1. Service Credits sub-section of the Service Levels section shall be replaced with the following section: • Service Credits o IFS shall be deemed to have met its obligations pursuant to the Service Levels outlined above by reacting within the applicable timeframes in ninety-five percent (95%) of all reported Cases for which a Service Level applies, in the aggregate, within a Calendar Quarter. o Where Customer, in any Calendar Quarter, submits less than twenty (20) Cases for which a Service Level applies, in the aggregate, Customer agrees that IFS shall be deemed to have met its obligations hereunder if IFS has not exceeded the applicable timeframe in more than one Case during that Calendar Quarter. o Subject to the above conditions, in the case of a Failure, the following terms and procedures shall apply: (i) Customer shall inform IFS in writing of any alleged Failure; (ii) IFS shall investigate any such claims and provide a written report proving or disproving the accuracy of Customer’s claim; (iii) Customer shall provide reasonable assistance to IFS in its efforts to correct any problems or processes inhibiting IFS’s ability to meet the applicable Service Level(s); and (iv) if, based on IFS’s report, a Failure is proved, IFS shall apply a Service Level credit (“Service Credit”) to Partner’s next invoice for Support Services (Customer must liaise with Partner to seek a corresponding reduction in Partner’s invoice to Customer). equal to one quarter percent (0.25%) of the portion of the fee attributable to the applicable Calendar Quarter for each Failure reported and proved in that Calendar Quarter, subject to a maximum cap per Calendar Quarter of five percent (5%) of the portion of the fee to IFS for Support Services attributable to such Calendar Quarter. Customer has the responsibility of notifying IFS of any Service Credit within one (1) month after the end of the Calendar Quarter in which a Failure occurs and it is acknowledged that no Service Credit will be paid unless notice of Customer’s well-founded claim for Service Credit(s) is received by IFS in writing within such time. For the avoidance of doubt, a Service Credit for a Failure shall only be applied once per Case. For the purposes of Service Credit calculation, where the Current Release is licensed on a subscription basis, as agreed and specified in the applicable order, the fees for Support Services shall be deemed to be 50% of the applicable subscription license fee paid to IFS, unless otherwise is set forth in the Notification Form. The Service Credits stated in this section is Customer’s sole and exclusive remedy with respect to any alleged or actual Failure.

Cloud Platform Vendor Terms and Conditions. 6.1. In addition to the terms of the Agreement, the use of the Cloud Platform and the Services is subject to the Cloud Platform Vendor’s terms and conditions, which are subject to change, and Customer acknowledges that IFS is limited in the provision of the Cloud Platform and Services by the provisions of such Cloud Platform Vendor’s terms and conditions. IFS reserves the right to change the Services to reflect any change to the Cloud Platform Vendor’s terms and conditions or as mandated by applicable law. In the event of any material change, IFS will give Customer reasonable prior written notice setting out the scope and contents of the change and the impact of the same. If in the reasonable opinion of Customer such changes will materially impair the functionality of the Services then the Parties shall discuss in good faith a resolution to such impairment, and if no such resolution can be achieved within ninety (90) days of IFS’s notice of the change, the Customer will be entitled to terminate the Services on six (6) months’ written notice to IFS. Such notice to terminate must be served on IFS within thirty (30) days of IFS and Customer determining that no resolution can be achieved. PART D – SUPPORT SERVICES 1. Support Plan 1.1. The Support Terms applicable to the IFS Cloud Services are the IFS Cloud Support Terms. 1.1.1. Service Credits sub-section of the Service Levels section shall be replaced with the following section: • Service Credits o IFS shall be deemed to have met its obligations pursuant to the Service Levels outlined above by reacting within the applicable timeframes in ninety-five percent (95%) of all reported Cases for which a Service Level applies, in the aggregate, within a Calendar Quarter. o Where Customer, in any Calendar Quarter, submits less than twenty (20) Cases for which a Service Level applies, in the aggregate, Customer agrees that IFS shall be deemed to have met its obligations hereunder if IFS has not exceeded the applicable timeframe in more than one Case during that Calendar Quarter. o Subject to the above conditions, in the case of a Failure, the following terms and procedures shall apply: (i) Customer shall inform IFS in writing of any alleged Failure; (ii) IFS shall investigate any such claims and provide a written report proving or disproving the accuracy of Customer’s claim; (iii) Customer shall provide reasonable assistance to IFS in its efforts to correct any problems or processes inhibiting IFS’s ability to meet the applicable Service Level(s); and (iv) if, based on IFS’s report, a Failure is proved, IFS shall apply a Service Level credit (“Service Credit”) to Partner’s next invoice for Support Services (Customer must liaise with Partner to seek a corresponding reduction in Partner’s invoice to Customer). equal to one quarter percent (0.25%) of the portion of the fee attributable to the applicable Calendar Quarter for each Failure reported and proved in that Calendar Quarter, subject to a maximum cap per Calendar Quarter of five percent (5%) of the portion of the fee to IFS for Support Services attributable to such Calendar Quarter. Customer has the responsibility of notifying IFS of any Service Credit within one (1) month after the end of the Calendar Quarter in which a Failure occurs and it is acknowledged that no Service Credit will be paid unless notice of Customer’s well-founded claim for Service Credit(s) is received by IFS in writing within such time. For the avoidance of doubt, a Service Credit for a Failure shall only be applied once per Case. For the purposes of Service Credit calculation, where the Current Release is licensed on a subscription basis, as agreed and specified in the applicable order, the fees for Support Services shall be deemed to be 50% of the applicable subscription license fee paid to IFS, unless otherwise is set forth in the Notification Form. The Service Credits stated in this section is Customer’s sole and exclusive remedy with respect to any alleged or actual Failure.