Common use of SERVICE LEVELS AND SERVICE CREDITS Clause in Contracts

SERVICE LEVELS AND SERVICE CREDITS. This Clause 13 shall apply where the Customer has specified Service Levels and Service Credits in the Contract Order Form. Where the Customer has specified Service Levels but not Service Credits, only sub-clauses 13.2, 13.3 and 13.7 shall apply. When this Clause 13.2 applies, the Parties shall also comply with the provisions of Part A (Service Levels and Service Credits) of Contract Schedule 6 (Service Levels, Service Credits and Performance Monitoring). The Supplier shall at all times during the Contract Period provide the Goods and/or Services to meet or exceed the Service Level Performance Measure for each Service Level Performance Criterion. The Supplier acknowledges that any Service Level Failure may have a material adverse impact on the business and operations of the Customer and that it shall entitle the Customer to the rights set out in Part A of Contract Schedule 6 (Service Levels, Service Credits and Performance Monitoring) including the right to any Service Credits. The Supplier acknowledges and agrees that any Service Credit is a price adjustment and not an estimate of the Loss that may be suffered by the Customer as a result of the Suppliers failure to meet any Service Level Performance Measure. A Service Credit shall be the Customer’s exclusive financial remedy for a Service Level Failure except where: the Supplier has over the previous twelve (12) Month period accrued Service Credits in excess of the Service Credit Cap; the Service Level Failure: exceeds the relevant Service Level Threshold; has arisen due to a Prohibited Act or wilful Default by the Supplier or any Supplier Personnel; and results in: the corruption or loss of any Customer Data (in which case the remedies under Clause 34.2.8 (Protection of Customer Data) shall also be available); and/or the Customer being required to make a compensation payment to one or more third parties; and/or the Customer is otherwise entitled to or does terminate this Contract pursuant to Clause 41 (Customer Termination Rights) except Clause 41.7 (Termination Without Cause). Not more than once in each Contract Year, the Customer may, on giving the Supplier at least three (3) Months notice, change the weighting of Service Level Performance Measure in respect of one or more Service Level Performance Criteria and the Supplier shall not be entitled to object to, or increase the Contract Charges as a result of such changes, provided that: the total number of Service Level Performance Criteria for which the weighting is to be changed does not exceed the number set out, for the purposes of this clause, in the Contract Order Form; the principal purpose of the change is to reflect changes in the Customer’s business requirements and/or priorities or to reflect changing industry standards; and there is no change to the Service Credit Cap. This Clause 14 shall apply if the Customer has specified both Service Credits and Critical Service Level Failure in the Contract Order Form. On the occurrence of a Critical Service Level Failure: any Service Credits that would otherwise have accrued during the relevant Service Period shall not accrue; and the Customer shall (subject to the Service Credit Cap set out in Clause 36.2.1(a) (Financial Limits)) be entitled to withhold and retain as compensation for the Critical Service Level Failure a sum equal to any Contract Charges which would otherwise have been due to the Supplier in respect of that Service Period (“Compensation for Critical Service Level Failure"), provided that the operation of this Clause 14.2 shall be without prejudice to the right of the Customer to terminate this Contract and/or to claim damages from the Supplier for material Default as a result of such Critical Service Level Failure. The Supplier: agrees that the application of Clause 14.2 is commercially justifiable where a Critical Service Level Failure occurs; and acknowledges that it has taken legal advice on the application of Clause 14.2 and has had the opportunity to price for that risk when calculating the Contract Charges.

SERVICE LEVELS AND SERVICE CREDITS. This Clause 13 shall apply where the Customer has specified Service Levels and Service Credits in the Contract Call Off Order Form. Where the Customer has specified Service Levels but not Service Credits, only sub-clauses 13.2, 13.3 and 13.7 shall apply. When this Clause 13.2 applies, the Parties shall also comply with the provisions of Part A (Service Levels and Service Credits) of Contract Call Off Schedule 6 (Service Levels, Service Credits and Performance Monitoring). The Supplier shall at all times during the Call Off Contract Period provide the Goods and/or Services to meet or exceed the Service Level Performance Measure for each Service Level Performance Criterion. The Supplier acknowledges that any Service Level Failure may have a material adverse impact on the business and operations of the Customer and that it shall entitle the Customer to the rights set out in Part A of Contract Call Off Schedule 6 (Service Levels, Service Credits and Performance Monitoring) including the right to any Service Credits. The Supplier acknowledges and agrees that any Service Credit is a price adjustment and not an estimate of the Loss that may be suffered by the Customer as a result of the Suppliers Supplier’s failure to meet any Service Level Performance Measure. A Service Credit shall be the Customer’s exclusive financial remedy for a Service Level Failure except where: the Supplier has over the previous twelve (12twelve) 12 Month period accrued Service Credits in excess of the Service Credit Cap; the Service Level Failure: exceeds the relevant Service Level Threshold; has arisen due to a Prohibited Act or wilful Default by the Supplier or any Supplier Personnel; and results in: the corruption or loss of any Customer Data (in which case the remedies under Clause 34.2.8 (Protection of Customer Data) shall also be available); and/or the Customer being required to make a compensation payment to one or more third parties; and/or the Customer is otherwise entitled to or does terminate this Call Off Contract pursuant to Clause 41 (Customer Termination Rights) except Clause 41.7 (Termination Without Cause). Not more than once in each Call Off Contract Year, the Customer may, on giving the Supplier at least three (3) Months Months’ notice, change the weighting of Service Level Performance Measure in respect of one or more Service Level Performance Criteria and the Supplier shall not be entitled to object to, or increase the Call Off Contract Charges as a result of such changes, provided that: the total number of Service Level Performance Criteria for which the weighting is to be changed does not exceed the number set out, for the purposes of this clause, in the Contract Call Off Order Form; the principal purpose of the change is to reflect changes in the Customer’s business requirements and/or priorities or to reflect changing industry standards; and there is no change to the Service Credit Cap. This Clause 14 shall apply if the Customer has specified both Service Credits and Critical Service Level Failure in the Contract Call Off Order Form. On the occurrence of a Critical Service Level Failure: any Service Credits that would otherwise have accrued during the relevant Service Period shall not accrue; and the Customer shall (subject to the Service Credit Cap set out in Clause 36.2.1(a) (Financial Limits)) be entitled to withhold and retain as compensation for the Critical Service Level Failure a sum equal to any Call Off Contract Charges which would otherwise have been due to the Supplier in respect of that Service Period (“Compensation for Critical Service Level Failure"), provided that the operation of this Clause 14.2 shall be without prejudice to the right of the Customer to terminate this Call Off Contract and/or to claim damages from the Supplier for material Default as a result of such Critical Service Level Failure. The Supplier: agrees that the application of Clause 14.2 is commercially justifiable where a Critical Service Level Failure occurs; and acknowledges that it has taken legal advice on the application of Clause 14.2 and has had the opportunity to price for that risk when calculating the Call Off Contract Charges.

SERVICE LEVELS AND SERVICE CREDITS. This Clause 13 shall apply where the Customer has specified Service Levels and Service Credits in the Contract Order Form. Where the Customer has specified Service Levels but not Service Credits, only sub-clauses 13.2, 13.3 and 13.7 shall apply. When this Clause 13.2 applies, the The Parties shall also comply with the provisions of Part A (Service Levels and Service Credits) of Contract Call Off Schedule 6 (Service Levels, Service Credits and Performance Monitoring). The Supplier shall at all times during the Call Off Contract Period provide the Goods and/or Services to meet or exceed the Service Level Performance Measure for each Service Level Performance Criterion. The Supplier acknowledges that any Service Level Failure may have a material adverse impact on the business and operations of the Customer and that it shall entitle the Customer to the rights set out in the provisions of Part A of Contract Call Off Schedule 6 (Service Levels, Service Credits and Performance Monitoring) including the right to any Service Credits. The Supplier acknowledges and agrees that any Service Credit is a price adjustment and not an estimate of the Loss that may be suffered by the Customer as a result of the Suppliers Supplier’s failure to meet any Service Level Performance Measure. A Service Credit shall be the Customer’s exclusive financial remedy for a Service Level Failure except where: the Supplier has over the previous twelve (12twelve) 12 Month period accrued Service Credits in excess of the Service Credit Cap; the Service Level Failure: exceeds the relevant Service Level Threshold; has arisen due to a Prohibited Act or wilful Default by the Supplier or any Supplier Personnel; and results in: the corruption or loss of any Customer Data (in which case the remedies under Clause 34.2.8 34.3.8 (Protection of Customer Data) shall also be available); and/or the Customer being required to make a compensation payment to one or more third parties; and/or the Customer is otherwise entitled to or does terminate this Call Off Contract pursuant to Clause 41 (Customer Termination Rights) except Clause 41.7 41.6 (Termination Without Cause). Not more than once in each Contract Year, Year the Customer may, on giving the Supplier at least three (3) Months Months’ notice, change the weighting of Service Level Performance Measure in respect of one or more Service Level Performance Criteria and the Supplier shall not be entitled to object to, or increase the Call Off Contract Charges as a result of such changes, provided that: the total number of Service Level Performance Criteria for which the weighting is to be changed does not exceed the number set out, for the purposes of this clause, in the Contract Order Form[ten (10)]; the principal purpose of the change is to reflect changes in the Customer’s business requirements and/or priorities or to reflect changing industry standards; and there is no change to the Service Credit Cap. This Clause 14 shall apply if the Customer has specified both Service Credits and Critical Service Level Failure in the Contract Order Form. On the occurrence of a Critical Service Level Failure: any Service Credits that would otherwise have accrued during the relevant Service Period shall not accrue; and the Customer shall (subject to the Service Credit Cap set out in Clause 36.2.1(a36.2.1(b) (Financial Limits)) be entitled entitled, on written notice to the Supplier, to withhold and retain as compensation for the Critical Service Level Failure a sum equal to any Call Off Contract Charges which would otherwise have been due to the Supplier in respect of that Service Period (“Compensation for Critical Service Level Failure"), provided that the operation of this Clause 14.2 13.1 shall be without prejudice to the right of the Customer to terminate this Call Off Contract and/or to claim damages from the Supplier for material Default as a result of such Critical Service Level Failure. The Supplier: agrees that the application of Clause 14.2 13.1 is commercially justifiable where a Critical Service Level Failure occurs; and acknowledges that it has taken legal advice on the application of Clause 14.2 13.1 and has had the opportunity to price for that risk when calculating the Call Off Contract Charges.

SERVICE LEVELS AND SERVICE CREDITS. This Clause 13 shall apply where the Customer has specified Service Levels and Service Credits in the Contract Order Form. Where the Customer has specified Service Levels but not Service Credits, only sub-clauses 13.2, 13.3 and 13.7 shall apply. When this Clause 13.2 applies, the The Parties shall also comply with the provisions of Part A (Service Levels and Service Credits) of Contract Call Off Schedule 6 (Service Levels, Service Credits and Performance Monitoring). The Supplier shall at all times during the Call Off Contract Period provide the Goods and/or Services to meet or exceed the Service Level Performance Measure for each Service Level Performance Criterion. The Supplier acknowledges that any Service Level Failure may have a material adverse impact on the business and operations of the Customer and that it shall entitle the Customer to the rights set out in the provisions of Part A of Contract Call Off Schedule 6 (Service Levels, Service Credits and Performance Monitoring) including the right to any Service Credits. The Supplier acknowledges and agrees that any Service Credit is a price adjustment and not an estimate of the Loss that may be suffered by the Customer as a result of the Suppliers Supplier’s failure to meet any Service Level Performance Measure. A Service Credit shall be the Customer’s exclusive financial remedy for a Service Level Failure except where: the Supplier has over the previous twelve (12twelve) 12 Month period accrued Service Credits in excess of the Service Credit Cap; the Service Level Failure: exceeds the relevant Service Level Threshold; has arisen due to a Prohibited Act or wilful Default by the Supplier or any Supplier Personnel; and results in: the corruption or loss of any Customer Data (in which case the remedies under Clause 34.2.8 36.2.8 (Protection of Customer Data) shall also be available); and/or the Customer being required to make a compensation payment to one or more third parties; and/or the Customer is otherwise entitled to or does terminate this Call Off Contract pursuant to Clause 41 45 (Customer Termination Rights) except Clause 41.7 45.6 (Termination Without Cause). Not more than once in each Contract Year, Year the Customer may, on giving the Supplier at least three (3) Months Months’ notice, change the weighting of Service Level Performance Measure in respect of one or more Service Level Performance Criteria and the Supplier shall not be entitled to object to, or increase the Call Off Contract Charges as a result of such changes, provided that: the total number of Service Level Performance Criteria for which the weighting is to be changed does not exceed the number set out, for the purposes of this clause, in the Contract Order FormAnnex 2 to Part A of Call Off Schedule 6: Service Levels, Service Credits and Performance Monitoring; the principal purpose of the change is to reflect changes in the Customer’s business requirements and/or priorities or to reflect changing industry standards; and there is no change to the Service Credit Cap. This Clause 14 shall apply if the Customer has specified both Service Credits and Critical Service Level Failure in the Contract Order Form. On the occurrence of a Critical Service Level Failure: any Service Credits that would otherwise have accrued during the relevant Service Period shall not accrue; and the Customer shall (subject to the Service Credit Cap set out in Clause 36.2.1(a40.2.1(a) (Financial Limits)) be entitled entitled, on written notice to the Supplier, to withhold and retain as compensation for the Critical Service Level Failure a sum equal to any Call Off Contract Charges which would otherwise have been due to the Supplier in respect of that Service Period (“Compensation for Critical Service Level Failure"), provided that the operation of this Clause 14.2 14.1 shall be without prejudice to the right of the Customer to terminate this Call Off Contract and/or to claim damages from the Supplier for material Default as a result of such Critical Service Level Failure. The Supplier: agrees that the application of Clause 14.2 14.1 is commercially justifiable where a Critical Service Level Failure occurs; and acknowledges that it has taken legal advice on the application of Clause 14.2 14.1 and has had the opportunity to price for that risk when calculating the Call Off Contract Charges.

SERVICE LEVELS AND SERVICE CREDITS. This Clause 13 shall apply where the Customer has specified Service Levels and Service Credits in the Contract Order Form. Where the Customer has specified Service Levels but not Service Credits, only sub-clauses 13.2, 13.3 and 13.7 shall apply. When this Clause 13.2 applies, the The Parties shall also comply with the provisions of Part A (Service Levels and Service Credits) of Contract Call Off Schedule 6 (Service Levels, Service Credits and Performance Monitoring). The Supplier shall at all times during the Call Off Contract Period provide the Goods and/or Services to meet or exceed the Service Level Performance Measure for each Service Level Performance Criterion. The Supplier acknowledges that any Service Level Failure may have a material adverse impact on the business and operations of the Customer and that it shall entitle the Customer to the rights set out in the provisions of Part A of Contract Call Off Schedule 6 (Service Levels, Service Credits and Performance Monitoring) including the right to any Service Credits. The Supplier acknowledges and agrees that any Service Credit is a price adjustment and not an estimate of the Loss that may be suffered by the Customer as a result of the Suppliers Supplier’s failure to meet any Service Level Performance Measure. A Service Credit shall be the Customer’s exclusive financial remedy for a Service Level Failure except where: the Supplier has over the previous twelve (12twelve) 12 Month period accrued Service Credits in excess of the Service Credit Cap; the Service Level Failure: exceeds the relevant Service Level Threshold; has arisen due to a Prohibited Act or wilful Default by the Supplier or any Supplier Personnel; and results in: the corruption or loss of any Customer Data (in which case the remedies under Clause 34.2.8 (Protection of Customer Data) shall also be available); and/or the Customer being required to make a compensation payment to one or more third parties; and/or the Customer is otherwise entitled to or does terminate this Call Off Contract pursuant to Clause 41 (Customer Termination Rights) except Clause 41.7 41.6 (Termination Without Cause). Not more than once in each Contract Year, Year the Customer may, on giving the Supplier at least three (3) Months Months’ notice, change the weighting of Service Level Performance Measure in respect of one or more Service Level Performance Criteria and the Supplier shall not be entitled to object to, or increase the Call Off Contract Charges as a result of such changes, provided that: the total number of Service Level Performance Criteria for which the weighting is to be changed does not exceed the number set out, for the purposes of this clause, in the Contract Order FormAnnex 2 to Part A of Call Off Schedule 6: Service Levels, Service Credits and Performance Monitoring; the principal purpose of the change is to reflect changes in the Customer’s business requirements and/or priorities or to reflect changing industry standards; and there is no change to the Service Credit Cap. This Clause 14 shall apply if the Customer has specified both Service Credits and Critical Service Level Failure in the Contract Order Form. On the occurrence of a Critical Service Level Failure: any Service Credits that would otherwise have accrued during the relevant Service Period shall not accrue; and the Customer shall (subject to the Service Credit Cap set out in Clause 36.2.1(a) (Financial Limits)) be entitled to withhold and retain as compensation for the Critical Service Level Failure a sum equal to any Call Off Contract Charges which would otherwise have been due to the Supplier in respect of that Service Period (“Compensation for Critical Service Level Failure"), provided that the operation of this Clause 14.2 14.1 shall be without prejudice to the right of the Customer to terminate this Call Off Contract and/or to claim damages from the Supplier for material Default as a result of such Critical Service Level Failure. The Supplier: agrees that the application of Clause 14.2 14.1 is commercially justifiable where a Critical Service Level Failure occurs; and acknowledges that it has taken legal advice on the application of Clause 14.2 14.1 and has had the opportunity to price for that risk when calculating the Call Off Contract Charges.

SERVICE LEVELS AND SERVICE CREDITS. This Clause 13 shall apply where the Customer has specified Service Levels and Service Credits in the Contract Call Off Order Form. Where the Customer has specified Service Levels but not Service Credits, only sub-clauses 13.2, 13.3 and 13.7 shall apply. When this Clause 13.2 applies, the Parties shall also comply with the provisions of Part A (Service Levels and Service Credits) of Contract Call Off Schedule 6 (Service Levels, Service Credits and Performance Monitoring). The Supplier shall at all times during the Call Off Contract Period provide the Goods and/or Services to meet or exceed the Service Level Performance Measure for each Service Level Performance Criterion. The Supplier acknowledges that any Service Level Failure may have a material adverse impact on the business and operations of the Customer and that it shall entitle the Customer to the rights set out in Part A of Contract Call Off Schedule 6 (Service Levels, Service Credits and Performance Monitoring) including the right to any Service Credits. The Supplier acknowledges and agrees that any Service Credit is a price adjustment and not an estimate of the Loss that may be suffered by the Customer as a result of the Suppliers failure to meet any Service Level Performance Measure. A Service Credit shall be the Customer’s exclusive financial remedy for a Service Level Failure except where: the Supplier has over the previous twelve (12) Month period accrued Service Credits in excess of the Service Credit Cap; the Service Level Failure: exceeds the relevant Service Level Threshold; has arisen due to a Prohibited Act or wilful Default by the Supplier or any Supplier Personnel; and results in: the corruption or loss of any Customer Data (in which case the remedies under Clause 34.2.8 (Protection of Customer Data) shall also be available); and/or the Customer being required to make a compensation payment to one or more third parties; and/or the Customer is otherwise entitled to or does terminate this Call Off Contract pursuant to Clause 41 (Customer Termination Rights) except Clause 41.7 (Termination Without Cause). Not more than once in each Call Off Contract Year, the Customer may, on giving the Supplier at least three (3) Months notice, change the weighting of Service Level Performance Measure in respect of one or more Service Level Performance Criteria and the Supplier shall not be entitled to object to, or increase the Call Off Contract Charges as a result of such changes, provided that: the total number of Service Level Performance Criteria for which the weighting is to be changed does not exceed the number set out, for the purposes of this clause, in the Contract Call Off Order Form; the principal purpose of the change is to reflect changes in the Customer’s business requirements and/or priorities or to reflect changing industry standards; and there is no change to the Service Credit Cap. This Clause 14 shall apply if the Customer has specified both Service Credits and Critical Service Level Failure in the Contract Call Off Order Form. On the occurrence of a Critical Service Level Failure: any Service Credits that would otherwise have accrued during the relevant Service Period shall not accrue; and the Customer shall (subject to the Service Credit Cap set out in Clause 36.2.1(a) (Financial Limits)) be entitled to withhold and retain as compensation for the Critical Service Level Failure a sum equal to any Call Off Contract Charges which would otherwise have been due to the Supplier in respect of that Service Period (“Compensation for Critical Service Level Failure"), provided that the operation of this Clause 14.2 shall be without prejudice to the right of the Customer to terminate this Call Off Contract and/or to claim damages from the Supplier for material Default as a result of such Critical Service Level Failure. The Supplier: agrees that the application of Clause 14.2 is commercially justifiable where a Critical Service Level Failure occurs; and acknowledges that it has taken legal advice on the application of Clause 14.2 and has had the opportunity to price for that risk when calculating the Call Off Contract Charges.

SERVICE LEVELS AND SERVICE CREDITS. This Clause 13 shall apply where the Customer has specified Service Levels and Service Credits in the Contract Order Form. Where the Customer has specified Service Levels but not Service Credits, only sub-clauses 13.2, 13.3 and 13.7 shall apply. When this Clause 13.2 applies, the 13.1 The Parties shall also comply with the provisions of Part A (Service Levels and Service Credits) of Contract Call Off Schedule 6 (Service Levels, Service Credits and Performance Monitoring). . 13.2 The Supplier shall at all times during the Call Off Contract Period provide the Goods and/or Services to meet or exceed the Service Level Performance Measure for each Service Level Performance Criterion. . 13.3 The Supplier acknowledges that any Service Level Failure may have a material adverse impact on the business and operations of the Customer and that it shall entitle the Customer to the rights set out in the provisions of Part A of Contract Call Off Schedule 6 (Service Levels, Service Credits and Performance Monitoring) including the right to any Service Credits. . 13.4 The Supplier acknowledges and agrees that any Service Credit is a price adjustment and not an estimate of the Loss that may be suffered by the Customer as a result of the Suppliers Supplier’s failure to meet any Service Level Performance Measure. . 13.5 A Service Credit shall be the Customer’s exclusive financial remedy for a Service Level Failure except where: : 13.5.1 the Supplier has over the previous twelve (12twelve) 12 Month period accrued Service Credits in excess of the Service Credit Cap; ; 13.5.2 the Service Level Failure: : (a) exceeds the relevant Service Level Threshold; ; (b) has arisen due to a Prohibited Act or wilful Default by the Supplier or any Supplier Personnel; and and (c) results in: : (i) the corruption or loss of any Customer Data (in which case the remedies under Clause 34.2.8 (Protection of Customer Data) shall also be available); and/or and/or (ii) the Customer being required to make a compensation payment to one or more third parties; and/or and/or 13.5.3 the Customer is otherwise entitled to or does terminate this Call Off Contract pursuant to Clause 41 (Customer Termination Rights) except Clause 41.7 41.6 (Termination Without Cause). . 13.6 Not more than once in each Contract Year, Year the Customer may, on giving the Supplier at least three (3) Months Months’ notice, change the weighting of Service Level Performance Measure in respect of one or more Service Level Performance Criteria and the Supplier shall not be entitled to object to, or increase the Call Off Contract Charges as a result of such changes, provided that: : 13.6.1 the total number of Service Level Performance Criteria for which the weighting is to be changed does not exceed the number set out, for the purposes of this clause, in the Contract Order Form; this 13.6.2 the principal purpose of the change is to reflect changes in the Customer’s business requirements and/or priorities or to reflect changing industry standards; and and 13.6.3 there is no change to the Service Credit Cap. This Clause 14 shall apply if the Customer has specified both Service Credits and Critical Service Level Failure in the Contract Order Form. On the occurrence of a Critical Service Level Failure: any Service Credits that would otherwise have accrued during the relevant Service Period shall not accrue; and the Customer shall (subject to the Service Credit Cap set out in Clause 36.2.1(a) (Financial Limits)) be entitled to withhold and retain as compensation for the Critical Service Level Failure a sum equal to any Contract Charges which would otherwise have been due to the Supplier in respect of that Service Period (“Compensation for Critical Service Level Failure"), provided that the operation of this Clause 14.2 shall be without prejudice to the right of the Customer to terminate this Contract and/or to claim damages from the Supplier for material Default as a result of such Critical Service Level Failure. The Supplier: agrees that the application of Clause 14.2 is commercially justifiable where a Critical Service Level Failure occurs; and acknowledges that it has taken legal advice on the application of Clause 14.2 and has had the opportunity to price for that risk when calculating the Contract Charges.

SERVICE LEVELS AND SERVICE CREDITS. This Clause 13 shall apply where the Customer has specified Service Levels and Service Credits in the Contract Call Off Order Form. Where the Customer has specified Service Levels but not Service Credits, only sub-clauses 13.2, 13.3 and 13.7 shall apply. When this Clause 13.2 applies, the Parties shall also comply with the provisions of Part A (Service Levels and Service Credits) of Contract Call Off Schedule 6 (Service Levels, Service Credits and Performance Monitoring). The Supplier shall at all times during the Call Off Contract Period provide the Goods and/or and Services to meet or exceed the Service Level Performance Measure for each Service Level Performance Criterion. The Supplier acknowledges that any Service Level Failure may have a material adverse impact on the business and operations of the Customer and that it shall entitle the Customer to the rights set out in the provisions of Part A of Contract Call Off Schedule 6 (Service Levels, Service Credits and Performance Monitoring) including the right to any Service Credits. The Supplier acknowledges and agrees that any Service Credit is a price adjustment and not an estimate of the Loss that may be suffered by the Customer as a result of the Suppliers Supplier’s failure to meet any Service Level Performance Measure. A Service Credit shall be the Customer’s exclusive financial remedy for a Service Level Failure except where: the Supplier has over the previous twelve (12twelve) 12 Month period accrued Service Credits in excess of the Service Credit Cap; the Service Level Failure: exceeds the relevant Service Level Threshold; has arisen due to a Prohibited Act or wilful Default by the Supplier or any Supplier Personnel; and results in: the corruption or loss of any Customer Data (in which case the remedies under Clause 34.2.8 (Protection of Customer Data) shall also be available); and/or the Customer being required to make a compensation payment to one or more third parties; and/or the Customer is otherwise entitled to or does terminate this Call Off Contract pursuant to Clause 41 (Customer Termination Rights) except Clause 41.7 (Termination Without Cause). Not more than once in each Contract Year, Year the Customer may, on giving the Supplier at least three (3) Months Months’ notice, change the weighting of Service Level Performance Measure in respect of one or more Service Level Performance Criteria and the Supplier shall not be entitled to object to, or increase the Call Off Contract Charges as a result of such changes, provided that: the total number of Service Level Performance Criteria for which the weighting is to be changed does not exceed the number set out, for the purposes of this clause, in the Contract Call Off Order Form; the principal purpose of the change is to reflect changes in the Customer’s business requirements and/or priorities or to reflect changing industry standards; and there is no change to the Service Credit Cap. This Clause 14 shall apply if the Customer has specified both Service Credits and Critical Service Level Failure in the Contract Call Off Order Form. On the occurrence of a Critical Service Level Failure: any Service Credits that would otherwise have accrued during the relevant Service Period shall not accrue; and the Customer shall (subject to the Service Credit Cap set out in Clause 36.2.1(a) (Financial Limits)) be entitled to withhold and retain as compensation for the Critical Service Level Failure a sum equal to any Call Off Contract Charges which would otherwise have been due to the Supplier in respect of that Service Period (“Compensation for Critical Service Level Failure"), provided that the operation of this Clause 14.2 shall be without prejudice to the right of the Customer to terminate this Call Off Contract and/or to claim damages from the Supplier for material Default as a result of such Critical Service Level Failure. The Supplier: agrees that the application of Clause 14.2 is commercially justifiable where a Critical Service Level Failure occurs; and acknowledges that it has taken legal advice on the application of Clause 14.2 and has had the opportunity to price for that risk when calculating the Call Off Contract Charges.

SERVICE LEVELS AND SERVICE CREDITS. This Clause 13 shall apply where the Customer Contracting Authority has specified Service Levels and Service Credits in the Contract Call Off Order Form. Where the Customer Contracting Authority has specified Service Levels but not Service Credits, only sub-clauses 13.2, 13.3 and 13.7 shall apply. When this Clause 13.2 applies, the Parties shall also comply with the provisions of Part A (Service Levels and Service Credits) of Contract Call Off Schedule 6 (Service Levels, Service Credits and Performance Monitoring). The Supplier shall at all times during the Call Off Contract Period provide the Goods and/or Services to meet or exceed the Service Level Performance Measure for each Service Level Performance Criterion. The Supplier acknowledges that any Service Level Failure may have a material adverse impact on the business and operations of the Customer Contracting Authority and that it shall entitle the Customer Contracting Authority to the rights set out in Part A (Service Levels and Service Credits) of Contract Call Off Schedule 6 (Service Levels, Service Credits and Performance Monitoring) including the right to any Service Credits. The Supplier acknowledges and agrees that any Service Credit is a price adjustment and not an estimate of the Loss that may be suffered by the Customer Contracting Authority as a result of the Suppliers Supplier’s failure to meet any Service Level Performance Measure. A Service Credit shall be the CustomerContracting Authority’s exclusive financial remedy for a Service Level Failure except where: the Supplier has over the previous twelve (12) Month period accrued Service Credits in excess of the Service Credit Cap; the Service Level Failure: exceeds the relevant Service Level Threshold; has arisen due to a Prohibited Act or wilful Default by the Supplier or any Supplier Personnel; and results in: the corruption or loss of any Customer Contracting Authority Data (in which case the remedies under Clause 34.2.8 (Protection of Customer Contracting Authority Data) shall also be available); and/or the Customer Contracting Authority being required to make a compensation payment to one or more third parties; and/or the Customer Contracting Authority is otherwise entitled to or does terminate this Call Off Contract pursuant to Clause 41 (Customer Contracting Authority Termination Rights) except Clause 41.7 41.6 (Termination Without Cause). Not more than once in each Call Off Contract Year, the Customer Contracting Authority may, on giving the Supplier at least three (3) Months notice, change the weighting of Service Level Performance Measure in respect of one or more Service Level Performance Criteria and the Supplier shall not be entitled to object to, or increase the Call Off Contract Charges as a result of such changes, provided that: the total number of Service Level Performance Criteria for which the weighting is to be changed does not exceed the number set out, for the purposes of this clause, in the Contract Call Off Order Form; the principal purpose of the change is to reflect changes in the CustomerContracting Authority’s business requirements and/or priorities or to reflect changing industry standards; and there is no change to the Service Credit Cap. This Clause 14 shall apply if the Customer Contracting Authority has specified both Service Credits and Critical Service Level Failure in the Contract Call Off Order Form. On the occurrence of a Critical Service Level Failure: any Service Credits that would otherwise have accrued during the relevant Service Period shall not accrue; and the Customer Contracting Authority shall (subject to the Service Credit Cap set out in Clause 36.2.1(a) (Financial Limits)) be entitled to withhold and retain as compensation for the Critical Service Level Failure a sum equal to any Call Off Contract Charges which would otherwise have been due to the Supplier in respect of that Service Period (“Compensation for Critical Service Level Failure"), provided that the operation of this Clause 14.2 shall be without prejudice to the right of the Customer Contracting Authority to terminate this Call Off Contract and/or to claim damages from the Supplier for material Default as a result of such Critical Service Level Failure. The Supplier: agrees that the application of Clause 14.2 is commercially justifiable where a Critical Service Level Failure occurs; and acknowledges that it has taken legal advice on the application of Clause 14.2 and has had the opportunity to price for that risk when calculating the Call Off Contract Charges.

SERVICE LEVELS AND SERVICE CREDITS. This Clause 13 shall apply where the Customer has specified Service Levels and Service Credits in the Contract Call Off Order Form. Where the Customer has specified Service Levels but not Service Credits, only sub-sub- clauses 13.2, 13.3 and 13.7 shall apply. When this Clause 13.2 applies, the Parties shall also comply with the provisions of Part A (Service Levels and Service Credits) of Contract Call Off Schedule 6 (Service Levels, Service Credits and Performance Monitoring). The Supplier shall at all times during the Contract Period provide the Goods and/or Services to meet or exceed the Service Level Performance Measure for each Service Level Performance Criterion. The Supplier acknowledges that any Service Level Failure may have a material adverse impact on the business and operations of the Customer and that it shall entitle the Customer to the rights set out in Part A of Contract Call Off Schedule 6 (Service Levels, Service Credits and Performance Monitoring) including the right to any Service Credits. The Supplier acknowledges and agrees that any Service Credit is a price adjustment and not an estimate of the Loss that may be suffered by the Customer as a result of the Suppliers Supplier’s failure to meet any Service Level Performance Measure. A Service Credit shall be the Customer’s exclusive financial remedy for a Service Level Failure except where: the Supplier has over the previous twelve (12twelve) 12 Month period accrued Service Credits in excess of the Service Credit Cap; the Service Level Failure: exceeds the relevant Service Level Threshold; has arisen due to a Prohibited Act or wilful Default by the Supplier or any Supplier Personnel; and results in: : (i) the corruption or loss of any Customer Data (in which case the remedies under Clause 34.2.8 (Protection of Customer Data) shall also be available); and/or and/or (ii) the Customer being required to make a compensation payment to one or more third parties; and/or the Customer is otherwise entitled to or does terminate this Call Off Contract pursuant to Clause 41 (Customer Termination Rights) except Clause 41.7 (Termination Without Cause). Not more than once in each Contract Year, the Customer may, on giving the Supplier at least three (3) Months notice, change the weighting of Service Level Performance Measure in respect of one or more Service Level Performance Criteria and the Supplier shall not be entitled to object to, or increase the Contract Charges as a result of such changes, provided that: the total number of Service Level Performance Criteria for which the weighting is to be changed does not exceed the number set out, for the purposes of this clause, in the Contract Call Off Order Form; the principal purpose of the change is to reflect changes in the Customer’s business requirements and/or priorities or to reflect changing industry standards; and there is no change to the Service Credit Cap. This Clause 14 shall apply if the Customer has specified both Service Credits and Critical Service Level Failure in the Contract Order Form. On the occurrence of a Critical Service Level Failure: any Service Credits that would otherwise have accrued during the relevant Service Period shall not accrue; and the Customer shall (subject to the Service Credit Cap set out in Clause 36.2.1(a) (Financial Limits)) be entitled to withhold and retain as compensation for the Critical Service Level Failure a sum equal to any Contract Charges which would otherwise have been due to the Supplier in respect of that Service Period (“Compensation for Critical Service Level Failure"), provided that the operation of this Clause 14.2 shall be without prejudice to the right of the Customer to terminate this Contract and/or to claim damages from the Supplier for material Default as a result of such Critical Service Level Failure. The Supplier: agrees that the application of Clause 14.2 is commercially justifiable where a Critical Service Level Failure occurs; and acknowledges that it has taken legal advice on the application of Clause 14.2 and has had the opportunity to price for that risk when calculating the Contract Charges.

SERVICE LEVELS AND SERVICE CREDITS. This Clause 13 13. shall apply where the Customer Contracting Authority has specified Service Levels and Service Credits in the Contract Call Off Order Form. Where the Customer Contracting Authority has specified Service Levels but not Service Credits, only sub-clauses 13.2, 13.3 and 13.7 shall apply. When this Clause 13.2 applies, the Parties shall also comply with the provisions of Part A (Service Levels and Service Credits) of Contract Call Off Schedule 6 (Service Levels, Service Credits and Performance Monitoring). The Supplier shall at all times during the Call Off Contract Period provide the Goods and/or Services to meet or exceed the Service Level Performance Measure for each Service Level Performance Criterion. The Supplier acknowledges that any Service Level Failure may have a material adverse impact on the business and operations of the Customer Contracting Authority and that it shall entitle the Customer Contracting Authority to the rights set out in Part A (Service Levels and Service Credits) of Contract Call Off Schedule 6 (Service Levels, Service Credits and Performance Monitoring) including the right to any Service Credits. The Supplier acknowledges and agrees that any Service Credit is a price adjustment and not an estimate of the Loss that may be suffered by the Customer Contracting Authority as a result of the Suppliers Supplier’s failure to meet any Service Level Performance Measure. A Service Credit shall be the CustomerContracting Authority’s exclusive financial remedy for a Service Level Failure except where: the Supplier has over the previous twelve (12) Month period accrued Service Credits in excess of the Service Credit Cap; the Service Level Failure: exceeds the relevant Service Level Threshold; has arisen due to a Prohibited Act or wilful Default by the Supplier or any Supplier Personnel; and results in: the corruption or loss of any Customer Contracting Authority Data (in which case the remedies under Clause 34.2.8 (Protection of Customer Contracting Authority Data) shall also be available); and/or the Customer Contracting Authority being required to make a compensation payment to one or more third parties; and/or the Customer Contracting Authority is otherwise entitled to or does terminate this Call Off Contract pursuant to Clause 41 41. (Customer Contracting Authority Termination Rights) except Clause 41.7 41.6 (Termination Without Cause). Not more than once in each Call Off Contract Year, the Customer Contracting Authority may, on giving the Supplier at least three (3) Months notice, change the weighting of Service Level Performance Measure in respect of one or more Service Level Performance Criteria and the Supplier shall not be entitled to object to, or increase the Call Off Contract Charges as a result of such changes, provided that: the total number of Service Level Performance Criteria for which the weighting is to be changed does not exceed the number set out, for the purposes of this clause, in the Contract Call Off Order Form; the principal purpose of the change is to reflect changes in the CustomerContracting Authority’s business requirements and/or priorities or to reflect changing industry standards; and there is no change to the Service Credit Cap. This Clause 14 14. shall apply if the Customer Contracting Authority has specified both Service Credits and Critical Service Level Failure in the Contract Call Off Order Form. On the occurrence of a Critical Service Level Failure: any Service Credits that would otherwise have accrued during the relevant Service Period shall not accrue; and the Customer Contracting Authority shall (subject to the Service Credit Cap set out in Clause 36.2.1(a36.(a) (Financial Limits)) be entitled to withhold and retain as compensation for the Critical Service Level Failure a sum equal to any Call Off Contract Charges which would otherwise have been due to the Supplier in respect of that Service Period (“Compensation for Critical Service Level Failure"), provided that the operation of this Clause 14.2 shall be without prejudice to the right of the Customer Contracting Authority to terminate this Call Off Contract and/or to claim damages from the Supplier for material Default as a result of such Critical Service Level Failure. The Supplier: agrees that the application of Clause 14.2 is commercially justifiable where a Critical Service Level Failure occurs; and acknowledges that it has taken legal advice on the application of Clause 14.2 and has had the opportunity to price for that risk when calculating the Call Off Contract Charges.

SERVICE LEVELS AND SERVICE CREDITS. This Clause 13 shall apply where the Customer has specified Service Levels and Service Credits in the Contract Order Form. Where the Customer has specified Service Levels but not Service Credits, only sub-clauses 13.2, 13.3 and 13.7 shall apply. When this Clause 13.2 applies, the The Parties shall also comply with the provisions of Part A (Service Levels and Service Credits) of Contract Call Off Schedule 6 (Service Levels, Service Credits and Performance Monitoring). The Supplier shall at all times during the Call Off Contract Period provide the Goods and/or Services to meet or exceed the Service Level Performance Measure for each Service Level Performance Criterion. The Supplier acknowledges that any Service Level Failure may have a material adverse impact on the business and operations of the Customer and that it shall entitle the Customer to the rights set out in the provisions of Part A of Contract Call Off Schedule 6 (Service Levels, Service Credits and Performance Monitoring) including the right to any Service Credits. The Supplier acknowledges and agrees that any Service Credit is a price adjustment and not an estimate of the Loss that may be suffered by the Customer as a result of the Suppliers Supplier’s failure to meet any Service Level Performance Measure. A Service Credit shall be the Customer’s exclusive financial remedy for a Service Level Failure except where: the Supplier has over the previous twelve (12twelve) 12 Month period accrued Service Credits in excess of the Service Credit Cap; the Service Level Failure: exceeds the relevant Service Level Threshold; has arisen due to a Prohibited Act or wilful Default by the Supplier or any Supplier Personnel; and results in: the corruption or loss of any Customer Data (in which case the remedies under Clause 34.2.8 (Protection of Customer Data) shall also be available); and/or the Customer being required to make a compensation payment to one or more third parties; and/or the Customer is otherwise entitled to or does terminate this Call Off Contract pursuant to Clause 41 (Customer Termination Rights) except Clause 41.7 41.3 (Termination Without Cause). Not more than once in each Contract Year, Year the Customer may, on giving the Supplier at least three (3) Months Months’ notice, change the weighting of Service Level Performance Measure in respect of one or more Service Level Performance Criteria and the Supplier shall not be entitled to object to, or increase the Call Off Contract Charges as a result of such changes, provided that: the total number of Service Level Performance Criteria for which the weighting is to be changed does not exceed the number set out, for the purposes of this clause, in the Contract Order FormAnnex 2 to Part A of Call Off Schedule 6: Service Levels, Service Credits and Performance Monitoring; the principal purpose of the change is to reflect changes in the Customer’s business requirements and/or priorities or to reflect changing industry standards; and there is no change to the Service Credit Cap. This Clause 14 shall apply if the Customer has specified both Service Credits and Critical Service Level Failure in the Contract Order Form. On the occurrence of a Critical Service Level Failure: any Service Credits that would otherwise have accrued during the relevant Service Period shall not accrue; and the Customer shall (subject to the Service Credit Cap set out in Clause 36.2.1(a) (Financial Limits)) be entitled to withhold and retain as compensation for the Critical Service Level Failure a sum equal to any Call Off Contract Charges which would otherwise have been due to the Supplier in respect of that Service Period (“Compensation for Critical Service Level Failure"), provided that the operation of this Clause 14.2 14.1 shall be without prejudice to the right of the Customer to terminate this Call Off Contract and/or to claim damages from the Supplier for material Default breach of condition as a result of such Critical Service Level Failure. The Supplier: agrees that the application of Clause 14.2 14.1 is commercially justifiable where a Critical Service Level Failure occurs; and acknowledges that it has taken legal advice on the application of Clause 14.2 14.1 and has had the opportunity to price for that risk when calculating the Call Off Contract Charges.

SERVICE LEVELS AND SERVICE CREDITS. This Clause 13 15 shall apply where the Customer has specified Service Levels and Service Credits in the Contract Call Off Order Form. Where the Customer has specified Service Levels but not Service Credits, only sub-clauses 13.215.2, 13.3 15.3 and 13.7 15.7 shall apply. When this Clause 13.2 15.2 applies, the Parties shall also comply with the provisions of Part A (Service Levels and Service Credits) of Contract Call Off Schedule 6 (Service Levels, Service Credits and Performance Monitoring). The Supplier shall at all times during the Call Off Contract Period provide the Goods and/or Services to meet or exceed the Service Level Performance Measure for each Service Level Performance Criterion. The Supplier acknowledges that any Service Level Failure may have a material adverse impact on the business and operations of the Customer and that it shall entitle the Customer to the rights set out in Part A of Contract Call Off Schedule 6 (Service Levels, Service Credits and Performance Monitoring) including the right to any Service Credits. The Supplier acknowledges and agrees that any Service Credit is a price adjustment and not an estimate of the Loss that may be suffered by the Customer as a result of the Suppliers Supplier’s failure to meet any Service Level Performance Measure. A Service Credit shall be the Customer’s exclusive financial remedy for a Service Level Failure except where: the Supplier has over the previous twelve (12twelve) 12 Month period accrued Service Credits in excess of the Service Credit Cap; the Service Level Failure: exceeds the relevant Service Level Threshold; has arisen due to a Prohibited Act or wilful Default by the Supplier or any Supplier Personnel; and results in: the corruption or loss of any Customer Data (in which case the remedies under Clause 34.2.8 36.2.8 (Protection of Customer Data) shall also be available); and/or the Customer being required to make a compensation payment to one or more third parties; and/or the Customer is otherwise entitled to or does terminate this Call Off Contract pursuant to Clause 41 43 (Customer Termination Rights) except Clause 41.7 43.7 (Termination Without Cause). Not more than once in each Call Off Contract Year, the Customer may, on giving the Supplier at least three (3) Months Months’ notice, change the weighting of Service Level Performance Measure in respect of one or more Service Level Performance Criteria and the Supplier shall not be entitled to object to, or increase the Call Off Contract Charges as a result of such changes, provided that: the total number of Service Level Performance Criteria for which the weighting is to be changed does not exceed the number set out, for the purposes of this clause, in the Contract Call Off Order Form; the principal purpose of the change is to reflect changes in the Customer’s business requirements and/or priorities or to reflect changing industry standards; and there is no change to the Service Credit Cap. This Clause 14 16 shall apply if the Customer has specified both Service Credits and Critical Service Level Failure in the Contract Call Off Order Form. On the occurrence of a Critical Service Level Failure: any Service Credits that would otherwise have accrued during the relevant Service Period shall not accrue; and the Customer shall (subject to the Service Credit Cap set out in Clause 36.2.1(a38.2.1(a) (Financial Limits)) be entitled to withhold and retain as compensation for the Critical Service Level Failure a sum equal to any Call Off Contract Charges which would otherwise have been due to the Supplier in respect of that Service Period (“Compensation for Critical Service Level Failure"), provided that the operation of this Clause 14.2 16.2 shall be without prejudice to the right of the Customer to terminate this Call Off Contract and/or to claim damages from the Supplier for material Default as a result of such Critical Service Level Failure. The Supplier: agrees that the application of Clause 14.2 16.2 is commercially justifiable where a Critical Service Level Failure occurs; and acknowledges that it has taken legal advice on the application of Clause 14.2 16.2 and has had the opportunity to price for that risk when calculating the Call Off Contract Charges.

SERVICE LEVELS AND SERVICE CREDITS. This Clause 13 15 shall apply where the Customer has specified Service Levels and Service Credits in the Contract Call Off Order Form. Where the Customer has specified Service Levels but not Service Credits, only sub-clauses 13.215.2, 13.3 15.3 and 13.7 15.7 shall apply. When this Clause 13.2 15.2 applies, the Parties shall also comply with the provisions of Part A (Service Levels and Service Credits) of Contract Call Off Schedule 6 (Service Levels, Service Credits and Performance Monitoring). The Supplier shall at all times during the Call Off Contract Period provide the Goods Products and/or Services to meet or exceed the Service Level Performance Measure for each Service Level Performance Criterion. The Supplier acknowledges that any Service Level Failure may have a material adverse impact on the business and operations of the Customer and that it shall entitle the Customer to the rights set out in Part A of Contract Call Off Schedule 6 (Service Levels, Service Credits and Performance Monitoring) including the right to any Service Credits. The Supplier acknowledges and agrees that any Service Credit is a price adjustment and not an estimate of the Loss that may be suffered by the Customer as a result of the Suppliers Supplier’s failure to meet any Service Level Performance Measure. A Service Credit shall be the Customer’s exclusive financial remedy for a Service Level Failure except where: the Supplier has over the previous twelve (12twelve) 12 Month period accrued Service Credits in excess of the Service Credit Cap; the Service Level Failure: exceeds the relevant Service Level Threshold; has arisen due to a Prohibited Act or wilful Default by the Supplier or any Supplier Personnel; and results in: the corruption or loss of any Customer Data (in which case the remedies under Clause 34.2.8 37.2.8 (Protection of Customer Data) shall also be available); and/or the Customer being required to make a compensation payment to one or more third parties; and/or the Customer is otherwise entitled to or does terminate this Call Off Contract pursuant to Clause 41 44 (Customer Termination Rights) except Clause 41.7 44.8 (Termination Without Cause). Not more than once in each Call Off Contract Year, the Customer may, on giving the Supplier at least three (3) Months Months’ notice, change the weighting of Service Level Performance Measure in respect of one or more Service Level Performance Criteria and the Supplier shall not be entitled to object to, or increase the Call Off Contract Charges as a result of such changes, provided that: the total number of Service Level Performance Criteria for which the weighting is to be changed does not exceed the number set out, for the purposes of this clause, in the Contract Call Off Order Form; the principal purpose of the change is to reflect changes in the Customer’s business requirements and/or priorities or to reflect changing industry standards; and there is no change to the Service Credit Cap. This Clause 14 16 shall apply if the Customer has specified both Service Credits and Critical Service Level Failure in the Contract Call Off Order Form. On the occurrence of a Critical Service Level Failure: any Service Credits that would otherwise have accrued during the relevant Service Period shall not accrue; and the Customer shall (subject to the Service Credit Cap set out in Clause 36.2.1(a39.2.1(a) (Financial Limits)) be entitled to withhold and retain as compensation for the Critical Service Level Failure a sum equal to any Call Off Contract Charges which would otherwise have been due to the Supplier in respect of that Service Period (“Compensation for Critical Service Level Failure"), provided that the operation of this Clause 14.2 16.2 shall be without prejudice to the right of the Customer to terminate this Call Off Contract and/or to claim damages from the Supplier for material Default as a result of such Critical Service Level Failure. The Supplier: agrees that the application of Clause 14.2 16.2 is commercially justifiable where a Critical Service Level Failure occurs; and acknowledges that it has taken legal advice on the application of Clause 14.2 16.2 and has had the opportunity to price for that risk when calculating the Call Off Contract Charges.

SERVICE LEVELS AND SERVICE CREDITS. This Clause 13 shall apply where the Customer has specified Service Levels and Service Credits in the Contract Order Form. Where the Customer has specified Service Levels but not Service Credits, only sub-clauses 13.2, 13.3 and 13.7 shall apply. When this Clause 13.2 applies, the The Parties shall also comply with the provisions of Part A (Service Levels and Service Credits) of Contract Call Off Schedule 6 (Service Levels, Service Credits and Performance Monitoring). The Supplier shall at all times during the Call Off Contract Period provide the Goods and/or Services to meet or exceed the Service Level Performance Measure for each Service Level Performance Criterion. The Supplier acknowledges that any Service Level Failure may have a material adverse impact on the business and operations of the Customer and that it shall entitle the Customer to the rights set out in the provisions of Part A of Contract Call Off Schedule 6 (Service Levels, Service Credits and Performance Monitoring) including the right to any Service Credits. The Supplier acknowledges and agrees that any Service Credit is a price adjustment and not an estimate of the Loss that may be suffered by the Customer as a result of the Suppliers Supplier’s failure to meet any Service Level Performance Measure. A Service Credit shall be the Customer’s exclusive financial remedy for a Service Level Failure except where: the Supplier has over the previous twelve (12twelve) 12 Month period accrued Service Credits in excess of the Service Credit Cap; the Service Level Failure: exceeds the relevant Service Level Threshold; has arisen due to a Prohibited Act or wilful Default by the Supplier or any Supplier Personnel; and results in: the corruption or loss of any Customer Data (in which case the remedies under Clause 34.2.8 32.2.8 (Protection of Customer Data) shall also be available); and/or the Customer being required to make a compensation payment to one or more third parties; and/or the Customer is otherwise entitled to or does terminate this Call Off Contract pursuant to Clause 41 39 (Customer Termination Rights) except Clause 41.7 39.6 (Termination Without Cause). Not more than once in each Contract Year, Year the Customer may, on giving the Supplier at least three (3) Months Months’ notice, change the weighting of Service Level Performance Measure in respect of one or more Service Level Performance Criteria and the Supplier shall not be entitled to object to, or increase the Call Off Contract Charges as a result of such changes, provided that: the total number of Service Level Performance Criteria for which the weighting is to be changed does not exceed the number set out, for the purposes of this clause, in the Contract Order FormAnnex 2 to Part A of Call Off Schedule 6: Service Levels, Service Credits and Performance Monitoring; the principal purpose of the change is to reflect changes in the Customer’s business requirements and/or priorities or to reflect changing industry standards; and there is no change to the Service Credit Cap. This Clause 14 shall apply if the Customer has specified both Service Credits and Critical Service Level Failure in the Contract Order Form. On the occurrence of a Critical Service Level Failure: any Service Credits that would otherwise have accrued during the relevant Service Period shall not accrue; and the Customer shall (subject to the Service Credit Cap set out in Clause 36.2.1(a34.2.1(a) (Financial Limits)) be entitled to withhold and retain as compensation for the Critical Service Level Failure a sum equal to any Call Off Contract Charges which would otherwise have been due to the Supplier in respect of that Service Period (“Compensation for Critical Service Level Failure"), provided that the operation of this Clause 14.2 12.1 shall be without prejudice to the right of the Customer to terminate this Call Off Contract and/or to claim damages from the Supplier for material Default as a result of such Critical Service Level Failure. The Supplier: agrees that the application of Clause 14.2 12.1 is commercially justifiable where a Critical Service Level Failure occurs; and acknowledges that it has taken legal advice on the application of Clause 14.2 12.1 and has had the opportunity to price for that risk when calculating the Call Off Contract Charges.

SERVICE LEVELS AND SERVICE CREDITS. This Clause 13 16 shall apply where the Customer has specified Service Levels and Service Credits in the Contract Order Form. Where the Customer has specified Service Levels but not Service Credits, only sub-clauses 13.216.2, 13.3 16.3 and 13.7 16.7 shall apply. When this Clause 13.2 16.2 applies, the Parties shall also comply with the provisions of Part A (Service Levels and Service Credits) of Contract Schedule 6 (Service Levels, Service Credits and Performance Monitoring). The Supplier shall at all times during the Contract Period provide the Goods and/or Services to meet or exceed the Service Level Performance Measure for each Service Level Performance Criterion. The Supplier acknowledges that any Service Level Failure may have a material adverse impact on the business and operations of the Customer and that it shall entitle the Customer to the rights set out in Part A of Contract Schedule 6 (Service Levels, Service Credits and Performance Monitoring) including the right to any Service Credits. The Supplier acknowledges and agrees that any Service Credit is a price adjustment and not an estimate of the Loss that may be suffered by the Customer as a result of the Suppliers failure to meet any Service Level Performance Measure. A Service Credit shall be the Customer’s exclusive financial remedy for a Service Level Failure except where: the Supplier has over the previous twelve (12) Month period accrued Service Credits in excess of the Service Credit Cap; the Service Level Failure: exceeds the relevant Service Level Threshold; has arisen due to a Prohibited Act or wilful Default by the Supplier or any Supplier Personnel; and results in: the corruption or loss of any Customer Data (in which case the remedies under Clause 34.2.8 44.1.13 (Protection of Customer Data) shall also be available); and/or the Customer being required to make a compensation payment to one or more third parties; and/or the Customer is otherwise entitled to or does terminate this Contract pursuant to Clause 41 51 (Customer Termination Rights) except Clause 41.7 51.7 (Termination Without Cause). Not more than once in each Contract Year, the Customer may, on giving the Supplier at least three (3) Months notice, change the weighting of Service Level Performance Measure in respect of one or more Service Level Performance Criteria and the Supplier shall not be entitled to object to, or increase the Contract Charges as a result of such changes, provided that: the total number of Service Level Performance Criteria for which the weighting is to be changed does not exceed the number set out, for the purposes of this clause, in the Contract Order Form; the principal purpose of the change is to reflect changes in the Customer’s business requirements and/or priorities or to reflect changing industry standards; and there is no change to the Service Credit Cap. This Clause 14 17 shall apply if the Customer has specified both Service Credits and Critical Service Level Failure in the Contract Order Form. On the occurrence of a Critical Service Level Failure: any Service Credits that would otherwise have accrued during the relevant Service Period shall not accrue; and the Customer shall (subject to the Service Credit Cap set out in Clause 36.2.1(a46.2.1(a) (Financial Limits)) be entitled to withhold and retain as compensation for the Critical Service Level Failure a sum equal to any Contract Charges which would otherwise have been due to the Supplier in respect of that Service Period (“Compensation for Critical Service Level Failure"), provided that the operation of this Clause 14.2 17.2 shall be without prejudice to the right of the Customer to terminate this Contract and/or to claim damages from the Supplier for material Default as a result of such Critical Service Level Failure. The Supplier: agrees that the application of Clause 14.2 17.2 is commercially justifiable where a Critical Service Level Failure occurs; and acknowledges that it has taken legal advice on the application of Clause 14.2 17.2 and has had the opportunity to price for that risk when calculating the Contract Charges.

SERVICE LEVELS AND SERVICE CREDITS. This Clause 13 16 shall apply where the Customer has specified Service Levels and Service Credits in the Contract Call Off Order Form. Where the Customer has specified Service Levels but not Service Credits, only sub-clauses 13.216.2, 13.3 16.3 and 13.7 16.7 shall apply. When this Clause 13.2 16.2 applies, the Parties shall also comply with the provisions of Part A (Service Levels and Service Credits) of Contract Lease Agreement Schedule 6 (Service Levels, Service Credits and Performance Monitoring). The Supplier shall at all times during the Contract Lease Agreement Period provide the Goods and/or Services to meet or exceed the Service Level Performance Measure for each Service Level Performance Criterion. The Supplier acknowledges that any Service Level Failure may have a material adverse impact on the business and operations of the Customer and that it shall entitle the Customer to the rights set out in Part A of Contract Lease Agreement Schedule 6 (Service Levels, Service Credits and Performance Monitoring) including the right to any Service Credits. The Supplier acknowledges and agrees that any Service Credit is a price adjustment and not an estimate of the Loss that may be suffered by the Customer as a result of the Suppliers Supplier’s failure to meet any Service Level Performance Measure. A Service Credit shall be the Customer’s exclusive financial remedy for a Service Level Failure except where: the Supplier has over the previous twelve (12twelve) 12 Month period accrued Service Credits in excess of the Service Credit Cap; the Service Level Failure: exceeds the relevant Service Level Threshold; has arisen due to a Prohibited Act or wilful Default by the Supplier or any Supplier Personnel; and results in: the corruption or loss of any Customer Data (in which case the remedies under Clause 34.2.8 43.2.11 (Protection of Customer Data) shall also be available); and/or the Customer being required to make a compensation payment to one or more third parties; and/or the Customer is otherwise entitled to or does terminate this Contract Lease Agreement pursuant to Clause 41 50 (Customer Termination Rights) except Clause 41.7 50.7 (Termination Without Cause). Not more than once in each Contract Lease Agreement Year, the Customer may, on giving the Supplier at least three (3) Months Months’ notice, change the weighting of Service Level Performance Measure in respect of one or more Service Level Performance Criteria and the Supplier shall not be entitled to object to, or increase the Contract Lease Agreement Charges as a result of such changes, provided that: the total number of Service Level Performance Criteria for which the weighting is to be changed does not exceed the number set out, for the purposes of this clause, in the Contract Call Off Order Form; the principal purpose of the change is to reflect changes in the Customer’s business requirements and/or priorities or to reflect changing industry standards; and there is no change to the Service Credit Cap. This Clause 14 17 shall apply if the Customer has specified both Service Credits and Critical Service Level Failure in the Contract Call Off Order Form. On the occurrence of a Critical Service Level Failure: any Service Credits that would otherwise have accrued during the relevant Service Period shall not accrue; and the Customer shall (subject to the Service Credit Cap set out in Clause 36.2.1(a45.2.1(a) (Financial Limits)) be entitled to withhold and retain as compensation for the Critical Service Level Failure a sum equal to any Contract Lease Agreement Charges which would otherwise have been due to the Supplier in respect of that Service Period (“Compensation for Critical Service Level Failure"), provided that the operation of this Clause 14.2 17.2 shall be without prejudice to the right of the Customer to terminate this Contract Lease Agreement and/or to claim damages from the Supplier for material Default as a result of such Critical Service Level Failure. The Supplier: agrees that the application of Clause 14.2 17.2 is commercially justifiable where a Critical Service Level Failure occurs; and acknowledges that it has taken legal advice on the application of Clause 14.2 17.2 and has had the opportunity to price for that risk when calculating the Contract Lease Agreement Charges.

SERVICE LEVELS AND SERVICE CREDITS. 13.1 This Clause 13 shall apply where the Customer has specified Service Levels and Service Credits in the Contract Order Form. Where the Customer has specified Service Levels but not Service Credits, only sub-clauses 13.2, 13.3 and 13.7 shall apply. . 13.2 When this Clause 13.2 applies, the Parties shall also comply with the provisions of Part A (Service Levels and Service Credits) of Contract Schedule 6 (Service Levels, Service Credits and Performance Monitoring). . 13.3 The Supplier shall at all times during the Contract Period provide the Goods and/or Services to meet or exceed the Service Level Performance Measure for each Service Level Performance Criterion. . 13.4 The Supplier acknowledges that any Service Level Failure may have a material adverse impact on the business and operations of the Customer and that it shall entitle the Customer to the rights set out in Part A of Contract Schedule 6 (Service Levels, Service Credits and Performance Monitoring) including the right to any Service Credits. . 13.5 The Supplier acknowledges and agrees that any Service Credit is a price adjustment and not an estimate of the Loss that may be suffered by the Customer as a result of the Suppliers failure to meet any Service Level Performance Measure. . 13.6 A Service Credit shall be the Customer’s exclusive financial remedy for a Service Level Failure except where: : 13.6.1 the Supplier has over the previous twelve (12) Month period accrued Service Credits in excess of the Service Credit Cap; ; 13.6.2 the Service Level Failure: exceeds the relevant Service Level Threshold; has arisen due to a Prohibited Act or wilful Default by the Supplier or any Supplier Personnel; and (c) results in: the corruption or loss of any Customer Data (in which case the remedies under Clause 34.2.8 (Protection of Customer Data) shall also be available); and/or the Customer being required to make a compensation payment to one or more third parties; and/or and/or 13.6.3 the Customer is otherwise entitled to or does terminate this Contract pursuant to Clause 41 (Customer Termination Rights) except Clause 41.7 (Termination Without Cause). . 13.7 Not more than once in each Contract Year, the Customer may, on giving the Supplier at least three (3) Months notice, change the weighting of Service Level Performance Measure in respect of one or more Service Level Performance Criteria and the Supplier shall not be entitled to object to, or increase the Contract Charges as a result of such changes, provided that: the total number of Service Level Performance Criteria for which the weighting is to be changed does not exceed the number set out, for the purposes of this clause, in the Contract Order Form; the principal purpose of the change is to reflect changes in the Customer’s business requirements and/or priorities or to reflect changing industry standards; and there is no change to the Service Credit Cap. This Clause 14 shall apply if the Customer has specified both Service Credits and Critical Service Level Failure in the Contract Order Form. On the occurrence of a Critical Service Level Failure: any Service Credits that would otherwise have accrued during the relevant Service Period shall not accrue; and the Customer shall (subject to the Service Credit Cap set out in Clause 36.2.1(a) (Financial Limits)) be entitled to withhold and retain as compensation for the Critical Service Level Failure a sum equal to any Contract Charges which would otherwise have been due to the Supplier in respect of that Service Period (“Compensation for Critical Service Level Failure"), provided that the operation of this Clause 14.2 shall be without prejudice to the right of the Customer to terminate this Contract and/or to claim damages from the Supplier for material Default as a result of such Critical Service Level Failure. The Supplier: agrees that the application of Clause 14.2 is commercially justifiable where a Critical Service Level Failure occurs; and acknowledges that it has taken legal advice on the application of Clause 14.2 and has had the opportunity to price for that risk when calculating the Contract Charges.

SERVICE LEVELS AND SERVICE CREDITS. This Clause 13 15 shall apply where the Customer has specified Service Levels and Service Credits in the Contract Call Off Order Form. Where the Customer has specified Service Levels but not Service Credits, only sub-clauses 13.215.2, 13.3 15.3 and 13.7 15.7 shall apply. When this Clause 13.2 15.2 applies, the Parties shall also comply with the provisions of Part A (Service Levels and Service Credits) of Contract Call Off Schedule 6 (Service Levels, Service Credits and Performance Monitoring). The Supplier shall at all times during the Call Off Contract Period provide the Goods Products and/or Services to meet or exceed the Service Level Performance Measure for each Service Level Performance Criterion. The Supplier acknowledges that any Service Level Failure may have a material adverse impact on the business and operations of the Customer and that it shall entitle the Customer to the rights set out in Part A of Contract Call Off Schedule 6 (Service Levels, Service Credits and Performance Monitoring) including the right to any Service Credits. The Supplier acknowledges and agrees that any Service Credit is a price adjustment and not an estimate of the Loss that may be suffered by the Customer as a result of the Suppliers Supplier’s failure to meet any Service Level Performance Measure. A Service Credit shall be the Customer’s exclusive financial remedy for a Service Level Failure except where: the Supplier has over the previous twelve (12twelve) 12 Month period accrued Service Credits in excess of the Service Credit Cap; the Service Level Failure: exceeds the relevant Service Level Threshold; has arisen due to a Prohibited Act or wilful Default by the Supplier or any Supplier Personnel; and results in: the corruption or loss of any Customer Data (in which case the remedies under Clause 34.2.8 37.2.8 (Protection of Customer Data) shall also be available); and/or the Customer being required to make a compensation payment to one or more third parties; and/or the Customer is otherwise entitled to or does terminate this Call Off Contract pursuant to Clause 41 44 (Customer Termination Rights) except Clause 41.7 44.7 (Termination Without Cause). Not more than once in each Call Off Contract Year, the Customer may, on giving the Supplier at least three (3) Months Months’ notice, change the weighting of Service Level Performance Measure in respect of one or more Service Level Performance Criteria and the Supplier shall not be entitled to object to, or increase the Call Off Contract Charges as a result of such changes, provided that: the total number of Service Level Performance Criteria for which the weighting is to be changed does not exceed the number set out, for the purposes of this clause, in the Contract Call Off Order Form; the principal purpose of the change is to reflect changes in the Customer’s business requirements and/or priorities or to reflect changing industry standards; and there is no change to the Service Credit Cap. This Clause 14 16 shall apply if the Customer has specified both Service Credits and Critical Service Level Failure in the Contract Call Off Order Form. On the occurrence of a Critical Service Level Failure: any Service Credits that would otherwise have accrued during the relevant Service Period shall not accrue; and the Customer shall (subject to the Service Credit Cap set out in Clause 36.2.1(a39.2.1(a) (Financial Limits)) be entitled to withhold and retain as compensation for the Critical Service Level Failure a sum equal to any Call Off Contract Charges which would otherwise have been due to the Supplier in respect of that Service Period (“Compensation for Critical Service Level Failure"), provided that the operation of this Clause 14.2 16.2 shall be without prejudice to the right of the Customer to terminate this Call Off Contract and/or to claim damages from the Supplier for material Default as a result of such Critical Service Level Failure. The Supplier: agrees that the application of Clause 14.2 16.2 is commercially justifiable where a Critical Service Level Failure occurs; and acknowledges that it has taken legal advice on the application of Clause 14.2 16.2 and has had the opportunity to price for that risk when calculating the Call Off Contract Charges.

SERVICE LEVELS AND SERVICE CREDITS. This Clause 13 shall apply where the Customer has specified Service Levels and Service Credits in the Contract Order Form. Where the Customer has specified Service Levels but not Service Credits, only sub-clauses 13.2, 13.3 and 13.7 shall apply. When this Clause 13.2 applies, the 8.1 The Parties shall also comply with the provisions of Part A (Service Levels and Service Credits) of Contract Schedule 6 5 (Service Levels, Service Credits and Performance Monitoring). . 8.2 The Supplier shall at all times during the Contract Period provide the Goods and/or Services to meet or exceed the Service Level Performance Measure for each Service Level Performance Criterion. . 8.3 The Supplier acknowledges that any Service Level Failure may have a material adverse impact on the business and operations of the Customer Authority and that it shall entitle the Customer Authority to the rights set out in the provisions of Part A of Contract Schedule 6 5 (Service Levels, Service Credits and Performance Monitoring) including the right to any Service Credits. . 8.4 The Supplier acknowledges and agrees that any Service Credit is a price adjustment and not an estimate of the Loss that may be suffered by the Customer Authority as a result of the Suppliers Supplier’s failure to meet any Service Level Performance Measure. . 8.5 A Service Credit shall be the CustomerAuthority’s exclusive financial remedy for a Service Level Failure except where: : 8.5.1 the Supplier has over the previous twelve (12) Month period accrued Service Credits in excess of the Service Credit Cap; ; 8.5.2 the Service Level Failure: : (a) exceeds the relevant Service Level Threshold; ; (b) has arisen due to a Prohibited Act or wilful Default by the Supplier or any Supplier Personnel; and and (c) results in: : (i) the corruption or loss of any Customer Authority Data (in which case the remedies under Clause 34.2.8 27.5 (Protection of Customer Personal Data) shall also be available); and/or and or (ii) the Customer Authority being required to make a compensation payment to one or more third parties; and/or and or 8.5.3 the Customer Authority is otherwise entitled to or does terminate this Contract pursuant to Clause 41 34 (Customer Authority Termination Rights) except Clause 41.7 34.6 (Termination Without Cause). . 8.6 Not more than once in each Contract Year, Year the Customer Authority may, on giving the Supplier at least three (3) Months Months’ notice, change the weighting of Service Level Performance Measure in respect of one or more Service Level Performance Criteria and the Supplier shall not be entitled to object to, or increase the Contract Charges as a result of such changes, provided that: the total number of Service Level Performance Criteria for which the weighting is to be changed does not exceed the number set out, for the purposes of this clause, in the Contract Order Form; : 8.6.1 the principal purpose of the change is to reflect changes in the CustomerAuthority’s business requirements and/or and or priorities or to reflect changing industry standards; and and 8.6.2 there is no change to the Service Credit Cap. This Clause 14 shall apply if the Customer has specified both Service Credits and Critical Service Level Failure in the Contract Order Form. . 9.1 On the occurrence of a Critical Service Level Failure: : 9.1.1 any Service Credits that would otherwise have accrued during the relevant Service Period shall not accrue; and and 9.1.2 the Customer Authority shall (subject to the Service Credit Cap set out in Clause 36.2.1(a29.2.1(b) (Financial Limits)) be entitled to withhold and retain as compensation for the Critical Service Level Failure a sum equal to any Contract Charges which would otherwise have been due to the Supplier in respect of that Service Period (“Compensation for Critical Service Level Failure"), , 9.2 provided that the operation of this Clause 14.2 a)9.1 shall be without prejudice to the right of the Customer Authority to terminate this Contract and/or and or to claim damages from the Supplier for material Default as a result of such Critical Service Level Failure. The Supplier: agrees that the application of Clause 14.2 is commercially justifiable where a Critical Service Level Failure occurs; and acknowledges that it has taken legal advice on the application of Clause 14.2 and has had the opportunity to price for that risk when calculating the Contract Charges.

SERVICE LEVELS AND SERVICE CREDITS. This Clause 13 shall apply where the Customer has specified Service Levels and Service Credits in the Contract Order Form. Where the Customer has specified Service Levels but not Service Credits, only sub-clauses 13.2, 13.3 and 13.7 shall apply. When this Clause 13.2 applies, the The Parties shall also comply with the provisions of Part A (Service Levels and Service Credits) of Contract Call Off Schedule 6 (Service Levels, Service Credits and Performance Monitoring). The Supplier shall at all times during the Call Off Contract Period provide the Goods and/or Services to meet or exceed the Service Level Performance Measure for each Service Level Performance Criterion. The Supplier acknowledges that any Service Level Failure may have a material adverse impact on the business and operations of the Customer and that it shall entitle the Customer to the rights set out in the provisions of Part A of Contract Call Off Schedule 6 (Service Levels, Service Credits and Performance Monitoring) including the right to any Service Credits. The Supplier acknowledges and agrees that any Service Credit is a price adjustment and not an estimate of the Loss that may be suffered by the Customer as a result of the Suppliers Supplier’s failure to meet any Service Level Performance Measure. A Service Credit shall be the Customer’s exclusive financial remedy for a Service Level Failure except where: the Supplier has over the previous twelve (12twelve) 12 Month period accrued Service Credits in excess of the Service Credit Cap; the Service Level Failure: exceeds the relevant Service Level Threshold; has arisen due to a Prohibited Act or wilful Default by the Supplier or any Supplier Personnel; and results in: the corruption or loss of any Customer Data (in which case the remedies under Clause 34.2.8 34.3.8 (Protection of Customer Data) shall also be available); and/or the Customer being required to make a compensation payment to one or more third parties; and/or the Customer is otherwise entitled to or does terminate this Call Off Contract pursuant to Clause 41 (Customer Termination Rights) except Clause 41.7 41.6 (Termination Without Cause). Not more than once in each Contract Year, Year the Customer may, on giving the Supplier at least three (3) Months Months’ notice, change the weighting of Service Level Performance Measure in respect of one or more Service Level Performance Criteria and the Supplier shall not be entitled to object to, or increase the Call Off Contract Charges as a result of such changes, provided that: the total number of Service Level Performance Criteria for which the weighting is to be changed does not exceed the number set out, for the purposes of this clause, in the Contract Order Form[ten (10)]; the principal purpose of the change is to reflect changes in the Customer’s business requirements and/or priorities or to reflect changing industry standards; and there is no change to the Service Credit Cap. This Clause 14 shall apply if the Customer has specified both Service Credits and Critical Service Level Failure in the Contract Order Form. On the occurrence of a Critical Service Level Failure: any Service Credits that would otherwise have accrued during the relevant Service Period shall not accrue; and the Customer shall (subject to the Service Credit Cap set out in Clause 36.2.1(a) Error: Reference source not found (Financial Limits)) be entitled entitled, on written notice to the Supplier, to withhold and retain as compensation for the Critical Service Level Failure a sum equal to any Call Off Contract Charges which would otherwise have been due to the Supplier in respect of that Service Period (“Compensation for Critical Service Level Failure"), provided that the operation of this Clause 14.2 13.1 shall be without prejudice to the right of the Customer to terminate this Call Off Contract and/or to claim damages from the Supplier for material Default as a result of such Critical Service Level Failure. The Supplier: agrees that the application of Clause 14.2 13.1 is commercially justifiable where a Critical Service Level Failure occurs; and acknowledges that it has taken legal advice on the application of Clause 14.2 13.1 and has had the opportunity to price for that risk when calculating the Call Off Contract Charges.

SERVICE LEVELS AND SERVICE CREDITS. This Clause 13 shall apply where the Customer has specified Service Levels and Service Credits in the Contract Order Form. Where the Customer has specified Service Levels but not Service Credits, only sub-clauses 13.2, 13.3 and 13.7 shall apply. When this Clause 13.2 applies, the The Parties shall also comply with the provisions of Part A (Service Levels and Service Credits) of Contract Call Off Schedule 6 (Service Levels, Service Credits and Performance Monitoring). The Supplier shall at all times during the Call Off Contract Period provide the Goods and/or Services to meet or exceed the Service Level Performance Measure for each Service Level Performance Criterion. The Supplier acknowledges that any Service Level Failure may have a material adverse impact on the business and operations of the Customer and that it shall entitle the Customer to the rights set out in the provisions of Part A of Contract Call Off Schedule 6 (Service Levels, Service Credits and Performance Monitoring) including the right to any Service Credits. The Supplier acknowledges and agrees that any Service Credit is a price adjustment and not an estimate of the Loss that may be suffered by the Customer as a result of the Suppliers Supplier’s failure to meet any Service Level Performance Measure. A Service Credit shall be the Customer’s exclusive financial remedy for a Service Level Failure except where: the Supplier has over the previous twelve (12twelve) 12 Month period accrued Service Credits in excess of the Service Credit Cap; the Service Level Failure: exceeds the relevant Service Level Threshold; has arisen due to a Prohibited Act or wilful Default by the Supplier or any Supplier Personnel; and results in: the corruption or loss of any Customer Data (in which case the remedies under Clause 34.2.8 34.3.8 (Protection of Customer Data) shall also be available); and/or the Customer being required to make a compensation payment to one or more third parties; and/or the Customer is otherwise entitled to or does terminate this Call Off Contract pursuant to Clause 41 41. (Customer Termination Rights) except Clause 41.7 41.6 (Termination Without Cause). Not more than once in each Contract Year, Year the Customer may, on giving the Supplier at least three (3) Months Months’ notice, change the weighting of Service Level Performance Measure in respect of one or more Service Level Performance Criteria and the Supplier shall not be entitled to object to, or increase the Call Off Contract Charges as a result of such changes, provided that: the total number of Service Level Performance Criteria for which the weighting is to be changed does not exceed the number set out, for the purposes of this clause, in the Contract Order Form[ten (10)]; the principal purpose of the change is to reflect changes in the Customer’s business requirements and/or priorities or to reflect changing industry standards; and there is no change to the Service Credit Cap. This Clause 14 shall apply if the Customer has specified both Service Credits and Critical Service Level Failure in the Contract Order Form. On the occurrence of a Critical Service Level Failure: any Service Credits that would otherwise have accrued during the relevant Service Period shall not accrue; and the Customer shall (subject to the Service Credit Cap set out in Clause 36.2.1(a36.(b) (Financial Limits)) be entitled entitled, on written notice to the Supplier, to withhold and retain as compensation for the Critical Service Level Failure a sum equal to any Call Off Contract Charges which would otherwise have been due to the Supplier in respect of that Service Period (“Compensation for Critical Service Level Failure"), provided that the operation of this Clause 14.2 13.1 shall be without prejudice to the right of the Customer to terminate this Call Off Contract and/or to claim damages from the Supplier for material Default as a result of such Critical Service Level Failure. The Supplier: agrees that the application of Clause 14.2 13.1 is commercially justifiable where a Critical Service Level Failure occurs; and acknowledges that it has taken legal advice on the application of Clause 14.2 13.1 and has had the opportunity to price for that risk when calculating the Call Off Contract Charges.

SERVICE LEVELS AND SERVICE CREDITS. This Clause 13 16 shall apply where the Customer has specified Service Levels and Service Credits in the Contract Call Off Order Form. Where the Customer has specified Service Levels but not Service Credits, only sub-clauses 13.216.2, 13.3 16.3 and 13.7 16.7 shall apply. When this Clause 13.2 16.2 applies, the Parties shall also comply with the provisions of Part A (Service Levels and Service Credits) of Contract Call Off Schedule 6 (Service Levels, Service Credits and Performance Monitoring). The Supplier shall at all times during the Call Off Contract Period provide the Goods and/or Services to meet or exceed the Service Level Performance Measure for each Service Level Performance Criterion. The Supplier acknowledges that any Service Level Failure may have a material adverse impact on the business and operations of the Customer and that it shall entitle the Customer to the rights set out in Part A of Contract Call Off Schedule 6 (Service Levels, Service Credits and Performance Monitoring) including the right to any Service Credits. The Supplier acknowledges and agrees that any Service Credit is a price adjustment and not an estimate of the Loss that may be suffered by the Customer as a result of the Suppliers Supplier’s failure to meet any Service Level Performance Measure. A Service Credit shall be the Customer’s exclusive financial remedy for a Service Level Failure except where: the Supplier has over the previous twelve (12twelve) 12 Month period accrued Service Credits in excess of the Service Credit Cap; the Service Level Failure: exceeds the relevant Service Level Threshold; has arisen due to a Prohibited Act or wilful Default by the Supplier or any Supplier Personnel; and results in: the corruption or loss of any Customer Data (in which case the remedies under Clause 34.2.8 46.1.13 (Protection of Customer Data) shall also be available); and/or the Customer being required to make a compensation payment to one or more third parties; and/or the Customer is otherwise entitled to or does terminate this Call Off Contract pursuant to Clause 41 54 (Customer Termination Rights) except Clause 41.7 54.7 (Termination Without Cause). Not more than once in each Call Off Contract Year, the Customer may, on giving the Supplier at least three (3) Months Months’ notice, change the weighting of Service Level Performance Measure in respect of one or more Service Level Performance Criteria and the Supplier shall not be entitled to object to, or increase the Call Off Contract Charges as a result of such changes, provided that: the total number of Service Level Performance Criteria for which the weighting is to be changed does not exceed the number set out, for the purposes of this clause, in the Contract Call Off Order Form; the principal purpose of the change is to reflect changes in the Customer’s business requirements and/or priorities or to reflect changing industry standards; and there is no change to the Service Credit Cap. This Clause 14 17 shall apply if the Customer has specified both Service Credits and Critical Service Level Failure in the Contract Call Off Order Form. On the occurrence of a Critical Service Level Failure: any Service Credits that would otherwise have accrued during the relevant Service Period shall not accrue; and the Customer shall (subject to the Service Credit Cap set out in Clause 36.2.1(a49.2.1(a) (Financial Limits)) be entitled to withhold and retain as compensation for the Critical Service Level Failure a sum equal to any Call Off Contract Charges which would otherwise have been due to the Supplier in respect of that Service Period (“Compensation for Critical Service Level Failure"), provided that the operation of this Clause 14.2 17.2 shall be without prejudice to the right of the Customer to terminate this Call Off Contract and/or to claim damages from the Supplier for material Default as a result of such Critical Service Level Failure. The Supplier: agrees that the application of Clause 14.2 17.2 is commercially justifiable where a Critical Service Level Failure occurs; and acknowledges that it has taken legal advice on the application of Clause 14.2 17.2 and has had the opportunity to price for that risk when calculating the Call Off Contract Charges.

SERVICE LEVELS AND SERVICE CREDITS. This Clause 13 18. shall apply where the Customer has specified Service Levels and Service Credits in the Contract Call Off Order Form. Where the Customer has specified Service Levels but not Service Credits, only sub-clauses 13.218.2, 13.3 18.3 and 13.7 18.7 shall apply. When this Clause 13.2 18.2 applies, the Parties shall also comply with the provisions of Part A (Service Levels and Service Credits) of Contract Call Off Schedule 6 (Service Levels, Service Credits and Performance Monitoring). The Supplier shall at all times during the Call Off Contract Period provide the Goods and/or Services to meet or exceed the Service Level Performance Measure for each Service Level Performance Criterion. The Supplier acknowledges that any Service Level Failure may have a material adverse impact on the business and operations of the Customer and that it shall entitle the Customer to the rights set out in Part A of Contract Call Off Schedule 6 (Service Levels, Service Credits and Performance Monitoring) including the right to any Service Credits. The Supplier acknowledges and agrees that any Service Credit is a price adjustment and not an estimate of the Loss that may be suffered by the Customer as a result of the Suppliers Supplier’s failure to meet any Service Level Performance Measure. A Service Credit shall be the Customer’s exclusive financial remedy for a Service Level Failure except where: the Supplier has over the previous twelve (12twelve) 12 Month period accrued Service Credits in excess of the Service Credit Cap; the Service Level Failure: exceeds the relevant Service Level Threshold; has arisen due to a Prohibited Act or wilful Default by the Supplier or any Supplier Personnel; and results in: the corruption or loss of any Customer Data (in which case the remedies under Clause 34.2.8 39.1.12 (Protection of Customer Data) shall also be available); and/or the Customer being required to make a compensation payment to one or more third parties; and/or the Customer is otherwise entitled to or does terminate this Call Off Contract pursuant to Clause 41 46. (Customer Termination Rights) except Clause 41.7 46.7 (Termination Without Cause). Not more than once in each Call Off Contract Year, the Customer may, on giving the Supplier at least three (3) Months Months’ notice, change the weighting of Service Level Performance Measure in respect of one or more Service Level Performance Criteria and the Supplier shall not be entitled to object to, or increase the Call Off Contract Charges as a result of such changes, provided that: the total number of Service Level Performance Criteria for which the weighting is to be changed does not exceed the number set out, for the purposes of this clause, in the Contract Call Off Order Form; the principal purpose of the change is to reflect changes in the Customer’s business requirements and/or priorities or to reflect changing industry standards; and there is no change to the Service Credit Cap. This Clause 14 19. shall apply if the Customer has specified both Service Credits and Critical Service Level Failure in the Contract Call Off Order Form. On the occurrence of a Critical Service Level Failure: any Service Credits that would otherwise have accrued during the relevant Service Period shall not accrue; and the Customer shall (subject to the Service Credit Cap set out in Clause 36.2.1(a41.(a) (Financial Limits)) be entitled to withhold and retain as compensation for the Critical Service Level Failure a sum equal to any Call Off Contract Charges which would otherwise have been due to the Supplier in respect of that Service Period (“Compensation for Critical Service Level Failure"), provided that the operation of this Clause 14.2 19.2 shall be without prejudice to the right of the Customer to terminate this Call Off Contract and/or to claim damages from the Supplier for material Default as a result of such Critical Service Level Failure. The Supplier: agrees that the application of Clause 14.2 19.2 is commercially justifiable where a Critical Service Level Failure occurs; and acknowledges that it has taken legal advice on the application of Clause 14.2 19.2 and has had the opportunity to price for that risk when calculating the Call Off Contract Charges.

SERVICE LEVELS AND SERVICE CREDITS. 13.1 This Clause 13 shall apply where the Customer Contracting Authority has specified Service Levels and Service Credits in the Contract Call Off Order Form. Where the Customer Contracting Authority has specified Service Levels but not Service Credits, only sub-clauses 13.2, 13.3 and 13.7 shall apply. . 13.2 When this Clause 13.2 applies, the Parties shall also comply with the provisions of Part A (Service Levels and Service Credits) of Contract Call Off Schedule 6 (Service Levels, Service Credits and Performance Monitoring). . 13.3 The Supplier shall at all times during the Call Off Contract Period provide the Goods and/or Services to meet or exceed the Service Level Performance Measure for each Service Level Performance Criterion. . 13.4 The Supplier acknowledges that any Service Level Failure may have a material adverse impact on the business and operations of the Customer Contracting Authority and that it shall entitle the Customer Contracting Authority to the rights set out in Part A (Service Levels and Service Credits) of Contract Call Off Schedule 6 (Service Levels, Service Credits and Performance Monitoring) including the right to any Service Credits. . 13.5 The Supplier acknowledges and agrees that any Service Credit is a price adjustment and not an estimate of the Loss that may be suffered by the Customer Contracting Authority as a result of the Suppliers Supplier’s failure to meet any Service Level Performance Measure. . 13.6 A Service Credit shall be the CustomerContracting Authority’s exclusive financial remedy for a Service Level Failure except where: : 13.6.1 the Supplier has over the previous twelve (12) Month period accrued Service Credits in excess of the Service Credit Cap; ; 13.6.2 the Service Level Failure: : (a) exceeds the relevant Service Level Threshold; ; (b) has arisen due to a Prohibited Act or wilful Default by the Supplier or any Supplier Personnel; and and (c) results in: : (i) the corruption or loss of any Customer Contracting Authority Data (in which case the remedies under Clause 34.2.8 (Protection of Customer Contracting Authority Data) shall also be available); and/or and/or (ii) the Customer Contracting Authority being required to make a compensation payment to one or more third parties; and/or and/or 13.6.3 the Customer Contracting Authority is otherwise entitled to or does terminate this Call Off Contract pursuant to Clause 41 (Customer Contracting Authority Termination Rights) except Clause 41.7 41.6 (Termination Without Cause). . 13.7 Not more than once in each Call Off Contract Year, the Customer Contracting Authority may, on giving the Supplier at least three (3) Months notice, change the weighting of Service Level Performance Measure in respect of one or more Service Level Performance Criteria and the Supplier shall not be entitled to object to, or increase the Call Off Contract Charges as a result of such changes, provided that: : 13.7.1 the total number of Service Level Performance Criteria for which the weighting is to be changed does not exceed the number set out, for the purposes of this clause, in the Contract Call Off Order Form; ; 13.7.2 the principal purpose of the change is to reflect changes in the CustomerContracting Authority’s business requirements and/or priorities or to reflect changing industry standards; and and 13.7.3 there is no change to the Service Credit Cap. This Clause 14 shall apply if the Customer has specified both Service Credits and Critical Service Level Failure in the Contract Order Form. On the occurrence of a Critical Service Level Failure: any Service Credits that would otherwise have accrued during the relevant Service Period shall not accrue; and the Customer shall (subject to the Service Credit Cap set out in Clause 36.2.1(a) (Financial Limits)) be entitled to withhold and retain as compensation for the Critical Service Level Failure a sum equal to any Contract Charges which would otherwise have been due to the Supplier in respect of that Service Period (“Compensation for Critical Service Level Failure"), provided that the operation of this Clause 14.2 shall be without prejudice to the right of the Customer to terminate this Contract and/or to claim damages from the Supplier for material Default as a result of such Critical Service Level Failure. The Supplier: agrees that the application of Clause 14.2 is commercially justifiable where a Critical Service Level Failure occurs; and acknowledges that it has taken legal advice on the application of Clause 14.2 and has had the opportunity to price for that risk when calculating the Contract Charges.

SERVICE LEVELS AND SERVICE CREDITS. This Clause 13 shall apply where the Customer has specified Service Levels and Service Credits in the Contract Order Form. Where the Customer has specified Service Levels but not Service Credits, only sub-clauses 13.2, 13.3 and 13.7 shall apply. When this Clause 13.2 applies, the The Parties shall also comply with the provisions of Part A (Service Levels and Service Credits) of Contract Call-Off Schedule 6 (Service Levels, Service Credits and Performance Monitoring). The Supplier shall at all times during the Call-Off Contract Period provide the Goods and/or Services to meet or exceed the Service Level Performance Measure for each Service Level Performance Criterion. The Supplier acknowledges that any Service Level Failure may have a material adverse impact on the business and operations of the Customer and that it shall entitle the Customer to the rights set out in the provisions of Part A of Contract Call-Off Schedule 6 (Service Levels, Service Credits and Performance Monitoring) including the right to any Service Credits. The Supplier acknowledges and agrees that any Service Credit is a price adjustment and not an estimate of the Loss that may be suffered by the Customer as a result of the Suppliers Supplier’s failure to meet any Service Level Performance Measure. A Service Credit shall be the Customer’s exclusive financial remedy for a Service Level Failure except where: the Supplier has over the previous twelve (12twelve) 12 Month period accrued Service Credits in excess of the Service Credit Cap; the Service Level Failure: exceeds the relevant Service Level Threshold; has arisen due to a Prohibited Act or wilful Default by the Supplier or any Supplier Personnel; and results in: the corruption or loss of any Customer Data (in which case the remedies under Clause 34.2.8 31.2.8 (Protection of Customer Data) shall also be available); and/or the Customer being required to make a compensation payment to one or more third parties; and/or the Customer is otherwise entitled to or does terminate this Call-Off Contract pursuant to Clause 41 38 (Customer Termination Rights) except Clause 41.7 38.7 (Termination Without Cause). Not more than once in each Contract Year, Year the Customer may, on giving the Supplier at least three (3) Months Months’ notice, change the weighting of Service Level Performance Measure in respect of one or more Service Level Performance Criteria and the Supplier shall not be entitled to object to, or increase the Call-Off Contract Charges as a result of such changes, provided that: the total number of Service Level Performance Criteria for which the weighting is to be changed does not exceed the number set out, for the purposes of this clause, in the Contract Order FormAnnex 2 to Part A of Call-Off Schedule 6: Service Levels, Service Credits and Performance Monitoring; the principal purpose of the change is to reflect changes in the Customer’s business requirements and/or priorities or to reflect changing industry standards; and there is no change to the Service Credit Cap. This Clause 14 shall apply if the Customer has specified both Service Credits and Critical Service Level Failure in the Contract Order Form. On the occurrence of a Critical Service Level Failure: any Service Credits that would otherwise have accrued during the relevant Service Period shall not accrue; and the Customer shall (subject to the Service Credit Cap set out in Clause 36.2.1(a33.2.1.(a) (Financial Limits)) be entitled to withhold and retain as compensation for the Critical Service Level Failure a sum equal to any Call-Off Contract Charges which would otherwise have been due to the Supplier in respect of that Service Period (“Compensation for Critical Service Level Failure"), provided that the operation of this Clause 14.2 11.1 shall be without prejudice to the right of the Customer to terminate this Call-Off Contract and/or to claim damages from the Supplier for material Default as a result of such Critical Service Level Failure. The Supplier: agrees that the application of Clause 14.2 11.1 is commercially justifiable where a Critical Service Level Failure occurs; and acknowledges that it has taken legal advice on the application of Clause 14.2 11.1 and has had the opportunity to price for that risk when calculating the Call-Off Contract Charges.

SERVICE LEVELS AND SERVICE CREDITS. This Clause 13 16 shall apply where the Customer has specified Service Levels and Service Credits in the Contract Call Off Order Form. Where the Customer has specified Service Levels but not Service Credits, only sub-clauses 13.216.2, 13.3 16.3 and 13.7 16.7 shall apply. When this Clause 13.2 16.2 applies, the Parties shall also comply with the provisions of Part A (Service Levels and Service Credits) of Contract Call Off Schedule 6 (Service Levels, Service Credits and Performance Monitoring). The Supplier shall at all times during the Call Off Contract Period provide the Goods and/or Services to meet or exceed the Service Level Performance Measure for each Service Level Performance Criterion. The Supplier acknowledges that any Service Level Failure may have a material adverse impact on the business and operations of the Customer and that it shall entitle the Customer to the rights set out in Part A of Contract Call Off Schedule 6 (Service Levels, Service Credits and Performance Monitoring) including the right to any Service Credits. The Supplier acknowledges and agrees that any Service Credit is a price adjustment and not an estimate of the Loss that may be suffered by the Customer as a result of the Suppliers Supplier’s failure to meet any Service Level Performance Measure. A Service Credit shall be the Customer’s exclusive financial remedy for a Service Level Failure except where: the Supplier has over the previous twelve (12twelve) 12 Month period accrued Service Credits in excess of the Service Credit Cap; the Service Level Failure: exceeds the relevant Service Level Threshold; has arisen due to a Prohibited Act or wilful Default by the Supplier or any Supplier Personnel; and results in: the corruption or loss of any Customer Data (in which case the remedies under Clause 34.2.8 43.2.11 (Protection of Customer Data) shall also be available); and/or the Customer being required to make a compensation payment to one or more third parties; and/or the Customer is otherwise entitled to or does terminate this Call Off Contract pursuant to Clause 41 50 (Customer Termination Rights) except Clause 41.7 50.7 (Termination Without Cause). Not more than once in each Call Off Contract Year, the Customer may, on giving the Supplier at least three (3) Months Months’ notice, change the weighting of Service Level Performance Measure in respect of one or more Service Level Performance Criteria and the Supplier shall not be entitled to object to, or increase the Call Off Contract Charges as a result of such changes, provided that: the total number of Service Level Performance Criteria for which the weighting is to be changed does not exceed the number set out, for the purposes of this clause, in the Contract Call Off Order Form; the principal purpose of the change is to reflect changes in the Customer’s business requirements and/or priorities or to reflect changing industry standards; and there is no change to the Service Credit Cap. This Clause 14 17 shall apply if the Customer has specified both Service Credits and Critical Service Level Failure in the Contract Call Off Order Form. On the occurrence of a Critical Service Level Failure: any Service Credits that would otherwise have accrued during the relevant Service Period shall not accrue; and the Customer shall (subject to the Service Credit Cap set out in Clause 36.2.1(a45.2.1(a) (Financial Limits)) be entitled to withhold and retain as compensation for the Critical Service Level Failure a sum equal to any Call Off Contract Charges which would otherwise have been due to the Supplier in respect of that Service Period (“Compensation for Critical Service Level Failure"), provided that the operation of this Clause 14.2 17.2 shall be without prejudice to the right of the Customer to terminate this Call Off Contract and/or to claim damages from the Supplier for material Default as a result of such Critical Service Level Failure. The Supplier: agrees that the application of Clause 14.2 17.2 is commercially justifiable where a Critical Service Level Failure occurs; and acknowledges that it has taken legal advice on the application of Clause 14.2 17.2 and has had the opportunity to price for that risk when calculating the Call Off Contract Charges.

SERVICE LEVELS AND SERVICE CREDITS. This Clause 13 15 shall apply where the Customer has specified Service Levels and Service Credits in the Contract Call Off Order Form. Where the Customer has specified Service Levels but not Service Credits, only sub-clauses 13.215.2, 13.3 15.3 and 13.7 15.7 shall apply. When this Clause 13.2 15.2 applies, the Parties shall also comply with the provisions of Part A (Service Levels and Service Credits) of Contract Call Off Schedule 6 (Service Levels, Service Credits and Performance Monitoring). The Supplier shall at all times during the Call Off Contract Period provide the Goods and/or Services to meet or exceed the Service Level Performance Measure for each Service Level Performance Criterion. The Supplier acknowledges that any Service Level Failure may have a material adverse impact on the business and operations of the Customer and that it shall entitle the Customer to the rights set out in Part A of Contract Call Off Schedule 6 (Service Levels, Service Credits and Performance Monitoring) including the right to any Service Credits. The Supplier acknowledges and agrees that any Service Credit is a price adjustment and not an estimate of the Loss that may be suffered by the Customer as a result of the Suppliers Supplier’s failure to meet any Service Level Performance Measure. A Service Credit shall be the Customer’s exclusive financial remedy for a Service Level Failure except where: the Supplier has over the previous twelve (12twelve) 12 Month period accrued Service Credits in excess of the Service Credit Cap; the Service Level Failure: exceeds the relevant Service Level Threshold; has arisen due to a Prohibited Act or wilful Default by the Supplier or any Supplier Personnel; and results in: the corruption or loss of any Customer Data (in which case the remedies under Clause 34.2.8 45.1.13 (Protection of Customer Data) shall also be available); and/or the Customer being required to make a compensation payment to one or more third parties; and/or the Customer is otherwise entitled to or does terminate this Call Off Contract pursuant to Clause 41 52 (Customer Termination Rights) except Clause 41.7 52.7 (Termination Without Cause). Not more than once in each Call Off Contract Year, the Customer may, on giving the Supplier at least three (3) Months Months’ notice, change the weighting of Service Level Performance Measure in respect of one or more Service Level Performance Criteria and the Supplier shall not be entitled to object to, or increase the Call Off Contract Charges as a result of such changes, provided that: the total number of Service Level Performance Criteria for which the weighting is to be changed does not exceed the number set out, for the purposes of this clause, in the Contract Call Off Order Form; the principal purpose of the change is to reflect changes in the Customer’s business requirements and/or priorities or to reflect changing industry standards; and there is no change to the Service Credit Cap. This Clause 14 16 shall apply if the Customer has specified both Service Credits and Critical Service Level Failure in the Contract Call Off Order Form. On the occurrence of a Critical Service Level Failure: any Service Credits that would otherwise have accrued during the relevant Service Period shall not accrue; and the Customer shall (subject to the Service Credit Cap set out in Clause 36.2.1(a47.2.1(a) (Financial Limits)) be entitled to withhold and retain as compensation for the Critical Service Level Failure a sum equal to any Call Off Contract Charges which would otherwise have been due to the Supplier in respect of that Service Period (“Compensation for Critical Service Level Failure"), provided that the operation of this Clause 14.2 16.2 shall be without prejudice to the right of the Customer to terminate this Call Off Contract and/or to claim damages from the Supplier for material Default as a result of such Critical Service Level Failure. The Supplier: agrees that the application of Clause 14.2 16.2 is commercially justifiable where a Critical Service Level Failure occurs; and acknowledges that it has taken legal advice on the application of Clause 14.2 16.2 and has had the opportunity to price for that risk when calculating the Call Off Contract Charges.

SERVICE LEVELS AND SERVICE CREDITS. This Clause 13 14.1. NAK shall use reasonable endeavours to provide the Services in accordance with the Service Levels which shall apply where with effect from the Go Live Date. 14.2. Where a Customer believes any Services have failed to meet the relevant Service Levels the Customer must notify NAK in writing giving full details of such failure within 14 days of the date the Customer becomes aware of any failure of the Services to meet the Service Levels. 14.3. If NAK fails to provide the Services in accordance with the Service Levels then: 14.3.1. NAK shall, promptly on becoming aware of a Service Level Failure, at NAK’s expense deploy within a reasonable period of time such additional resources as are reasonably necessary (in each case having regard to the steps that the Customer would have been likely to take if acting on its own account) to perform the Services in the future in a manner which is likely to meet the Service Levels; and 14.3.2. for the avoidance of doubt any failure of NAK to provide the Services in accordance with the Service Levels shall not be a material breach unless such breach continues to a material extent and the Customer has specified Service Levels first served written notice on NAK giving reasonable particulars of the relevant breach or breaches and Service afforded NAK a period of two (2) months to remedy the deficiency and NAK shall have failed to comply with clause 14.3.1. 14.4. Where NAK offers Services Credits in respect of any Services the Contract Order Formfollowing terms apply: 14.4.1. Where the Customer has specified Service Levels but not Service Credits, only sub-clauses 13.2, 13.3 and 13.7 shall apply. When this Clause 13.2 applies, the Parties shall also comply with the provisions of Part A (Service Levels and Service Credits) of Contract Schedule 6 (Service Levels, Service Credits and Performance Monitoring). The Supplier shall at all times during the Contract Period If NAK fails to provide the Goods and/or Services to meet or exceed the Service Level Performance Measure for each Service Level Performance Criterion. The Supplier acknowledges that any Service Level Failure may have a material adverse impact on the business and operations of the Customer and that it shall entitle the Customer to the rights set out in Part A of Contract Schedule 6 (Service Levels, Service Credits and Performance Monitoring) including the right to any Service Credits. The Supplier acknowledges and agrees that any Service Credit is a price adjustment and not an estimate of the Loss that may be suffered by the Customer as a result of the Suppliers failure to meet any Service Level Performance Measure. A Service Credit shall be the Customer’s exclusive financial remedy for a Service Level Failure except where: the Supplier has over the previous twelve (12) Month period accrued Service Credits in excess of the Service Credit Cap; the Service Level Failure: exceeds within the relevant Service Level Threshold; has arisen due to (a Prohibited Act or wilful Default by the Supplier or any Supplier Personnel; and results in: the corruption or loss of any Customer Data (in which case the remedies under Clause 34.2.8 (Protection of Customer Data) shall also be available); and/or the Customer being required to make a compensation payment to one or more third parties; and/or the Customer is otherwise entitled to or does terminate this Contract pursuant to Clause 41 (Customer Termination Rights) except Clause 41.7 (Termination Without Cause). Not more than once in each Contract Year, the Customer may, on giving the Supplier at least three (3) Months notice, change the weighting of Service Level Performance Measure in respect of one or more Service Level Performance Criteria and the Supplier shall not be entitled to object to, or increase the Contract Charges as a result of such changes, provided that: the total number of Service Level Performance Criteria for which the weighting is to be changed does not exceed the number set out, for the purposes of this clause, in the Contract Order Form; the principal purpose of the change is to reflect changes in the Customer’s business requirements and/or priorities or to reflect changing industry standards; and there is no change to the Service Credit Cap. This Clause 14 shall apply if the Customer has specified both Service Credits and Critical Service Level Failure in the Contract Order Form. On the occurrence of a Critical Service Level Failure: any Service Credits that would otherwise have accrued during the relevant Service Period shall not accrue; and the Customer shall (subject to the Service Credit Cap set out in Clause 36.2.1(a) (Financial Limits)) be entitled to withhold and retain as compensation for the Critical Service Level Failure a sum equal to any Contract Charges which would otherwise have been due to the Supplier in respect of that Service Period (“Compensation for Critical "Service Level Failure"), the Customer shall become entitled to the Service Credit corresponding to the relevant Service Level Failure on submitting a written claim for such Service Credit, provided that the operation of this Clause 14.2 shall be without prejudice to the right relevant Service Level Failure: (a) did not result from an act or omission of the Customer in breach of Master Agreement, or a cause outside NAK's control, or any scheduled downtime or routine maintenance of the relevant Service; and (b) was promptly notified to terminate this Contract and/or to claim damages from the Supplier NAK under clause 14.2. 14.4.2. The provision of a Service Credit shall be an exclusive remedy and NAK’s entire liability for material Default as a result of such Critical particular Service Level Failure. 14.4.3. A Service Credit shall not be payable unless the Customer notifies NAK in writing of its claim for Service Credits within 20 Working Days of the service-affecting event. The Supplier: agrees that maximum Service Credit allowable in a given month may be limited to an amount specified in the application Statement of Clause 14.2 is commercially justifiable where Work. 14.4.4. Service Credits shall be shown as a Critical Service Level Failure occurs; and acknowledges that it has taken legal advice on deduction from the application of Clause 14.2 and has had amount due from the opportunity Customer to price for that risk when calculating NAK in the Contract Chargesnext invoice then due to be issued under the Contract. NAK shall not in any circumstances be obliged to pay any money or make any refund to the Customer.

SERVICE LEVELS AND SERVICE CREDITS. This Clause 13 shall apply where the Customer has specified Service Levels and Service Credits in the Contract Order Form. Where the Customer has specified Service Levels but not Service Credits, only sub-clauses 13.2, 13.3 and 13.7 shall apply. When this Clause 13.2 applies, the The Parties shall also comply with the provisions of Part A (Service Levels and Service Credits) of Contract Call Off Schedule 6 (Service Levels, Service Credits and Performance Monitoring). The Supplier shall at all times during the Call Off Contract Period provide the Goods and/or Services to meet or exceed the Service Level Performance Measure for each Service Level Performance Criterion. The Supplier acknowledges that any Service Level Failure may have a material adverse impact on the business and operations of the Customer and that it shall entitle the Customer to the rights set out in the provisions of Part A of Contract Call Off Schedule 6 (Service Levels, Service Credits and Performance Monitoring) including the right to any Service Credits. The Supplier acknowledges and agrees that any Service Credit is a price adjustment and not an estimate of the Loss that may be suffered by the Customer as a result of the Suppliers Supplier’s failure to meet any Service Level Performance Measure. A Service Credit shall be the Customer’s exclusive financial remedy for a Service Level Failure except where: the Supplier has over the previous twelve (12twelve) 12 Month period accrued Service Credits in excess of the Service Credit Cap; the Service Level Failure: exceeds the relevant Service Level Threshold; has arisen due to a Prohibited Act or wilful Default by the Supplier or any Supplier Personnel; and results in: the corruption or loss of any Customer Data (in which case the remedies under Clause 34.2.8 35.2.8 (Protection of Customer Data) shall also be available); and/or the Customer being required to make a compensation payment to one or more third parties; and/or the Customer is otherwise entitled to or does terminate this Call Off Contract pursuant to Clause 41 42. (Customer Termination Rights) except Clause 41.7 42.7 (Termination Without Cause). Not more than once in each Contract Year, Year the Customer may, on giving the Supplier at least three (3) Months Months’ notice, change the weighting of Service Level Performance Measure in respect of one or more Service Level Performance Criteria and the Supplier shall not be entitled to object to, or increase the Call Off Contract Charges as a result of such changes, provided that: the total number of Service Level Performance Criteria for which the weighting is to be changed does not exceed the number set out, for the purposes of this clause, in the Contract Order FormAnnex 2 to Part A of Call Off Schedule 6: Service Levels, Service Credits and Performance Monitoring; the principal purpose of the change is to reflect changes in the Customer’s business requirements and/or priorities or to reflect changing industry standards; and there is no change to the Service Credit Cap. This Clause 14 shall apply if the Customer has specified both Service Credits and Critical Service Level Failure in the Contract Order Form. On the occurrence of a Critical Service Level Failure: any Service Credits that would otherwise have accrued during the relevant Service Period shall not accrue; and the Customer shall (subject to the Service Credit Cap set out in Clause 36.2.1(a37.(a) (Financial Limits)) be entitled to withhold and retain as compensation for the Critical Service Level Failure a sum equal to any Call Off Contract Charges which would otherwise have been due to the Supplier in respect of that Service Period (“Compensation for Critical Service Level Failure"), provided that the operation of this Clause 14.2 15.1 shall be without prejudice to the right of the Customer to terminate this Call Off Contract and/or to claim damages from the Supplier for material Default as a result of such Critical Service Level Failure. The Supplier: agrees that the application of Clause 14.2 15.1 is commercially justifiable where a Critical Service Level Failure occurs; and acknowledges that it has taken legal advice on the application of Clause 14.2 15.1 and has had the opportunity to price for that risk when calculating the Call Off Contract Charges.

SERVICE LEVELS AND SERVICE CREDITS. This Clause 13 16 shall apply where the Customer has specified Service Levels and Service Credits in the Contract Call Off Order Form. Where the Customer has specified Service Levels but not Service Credits, only sub-clauses 13.216.2, 13.3 16.3 and 13.7 16.7 shall apply. When this Clause 13.2 16.2 applies, the Parties shall also comply with the provisions of Part A (Service Levels and Service Credits) of Contract Call Off Schedule 6 (Service Levels, Service Credits and Performance Monitoring). The Supplier shall at all times during the Call Off Contract Period provide the Goods and/or Services to meet or exceed the Service Level Performance Measure for each Service Level Performance Criterion. The Supplier acknowledges that any Service Level Failure may have a material adverse impact on the business and operations of the Customer and that it shall entitle the Customer to the rights set out in Part A of Contract Call Off Schedule 6 (Service Levels, Service Credits and Performance Monitoring) including the right to any Service Credits. The Supplier acknowledges and agrees that any Service Credit is a price adjustment and not an estimate of the Loss that may be suffered by the Customer as a result of the Suppliers Supplier’s failure to meet any Service Level Performance Measure. A Service Credit shall be the Customer’s exclusive financial remedy for a Service Level Failure except where: the Supplier has over the previous twelve (12twelve) 12 Month period accrued Service Credits in excess of the Service Credit Cap; the Service Level Failure: exceeds the relevant Service Level Threshold; has arisen due to a Prohibited Act or wilful Default by the Supplier or any Supplier Personnel; and results in: the corruption or loss of any Customer Data (in which case the remedies under Clause 34.2.8 48.1.13 (Protection of Customer Data) shall also be available); and/or the Customer being required to make a compensation payment to one or more third parties; and/or the Customer is otherwise entitled to or does terminate this Call Off Contract pursuant to Clause 41 56 (Customer Termination Rights) except Clause 41.7 56.7 (Termination Without Cause). Not more than once in each Call Off Contract Year, the Customer may, on giving the Supplier at least three (3) Months Months’ notice, change the weighting of Service Level Performance Measure in respect of one or more Service Level Performance Criteria and the Supplier shall not be entitled to object to, or increase the Call Off Contract Charges as a result of such changes, provided that: the total number of Service Level Performance Criteria for which the weighting is to be changed does not exceed the number set out, for the purposes of this clause, in the Contract Call Off Order Form; the principal purpose of the change is to reflect changes in the Customer’s business requirements and/or priorities or to reflect changing industry standards; and there is no change to the Service Credit Cap. This Clause 14 17 shall apply if the Customer has specified both Service Credits and Critical Service Level Failure in the Contract Call Off Order Form. On the occurrence of a Critical Service Level Failure: any Service Credits that would otherwise have accrued during the relevant Service Period shall not accrue; and the Customer shall (subject to the Service Credit Cap set out in Clause 36.2.1(a51.2.1(a) (Financial Limits)) be entitled to withhold and retain as compensation for the Critical Service Level Failure a sum equal to any Call Off Contract Charges which would otherwise have been due to the Supplier in respect of that Service Period (“Compensation for Critical Service Level Failure"), provided that the operation of this Clause 14.2 17.2 shall be without prejudice to the right of the Customer to terminate this Call Off Contract and/or to claim damages from the Supplier for material Default as a result of such Critical Service Level Failure. The Supplier: agrees that the application of Clause 14.2 17.2 is commercially justifiable where a Critical Service Level Failure occurs; and acknowledges that it has taken legal advice on the application of Clause 14.2 17.2 and has had the opportunity to price for that risk when calculating the Call Off Contract Charges.

SERVICE LEVELS AND SERVICE CREDITS. This Clause 13 shall apply where the Customer has specified Service Levels and Service Credits in the Contract Call Off Order Form. Where the Customer has specified Service Levels but not Service Credits, only sub-clauses 13.2, 13.3 and 13.7 shall apply. When this Clause 13.2 applies, the Parties shall also comply with the provisions of Part A (Service Levels and Service Credits) of Contract Call Off Schedule 6 (Service Levels, Service Credits and Performance Monitoring). The Supplier shall at all times during the Call Off Contract Period provide the Goods and/or Services to meet or exceed the Service Level Performance Measure for each Service Level Performance Criterion. The Supplier acknowledges that any Service Level Failure may have a material adverse impact on the business and operations of the Customer and that it shall entitle the Customer to the rights set out in Part A of Contract Call Off Schedule 6 (Service Levels, Service Credits and Performance Monitoring) including the right to any Service Credits. The Supplier acknowledges and agrees that any Service Credit is a price adjustment and not an estimate of the Loss that may be suffered by the Customer as a result of the Suppliers Supplier’s failure to meet any Service Level Performance Measure. A Service Credit shall be the Customer’s exclusive financial remedy for a Service Level Failure except where: the Supplier has over the previous twelve (12twelve) 12 Month period accrued Service Credits in excess of the Service Credit Cap; the Service Level Failure: exceeds the relevant Service Level Threshold; has arisen due to a Prohibited Act or wilful Default by the Supplier or any Supplier Personnel; and results in: : (i) the corruption or loss of any Customer Data (in which case the remedies under Clause 34.2.8 (Protection of Customer Data) shall also be available); and/or and/or (ii) the Customer being required to make a compensation payment to one or more third parties; and/or the Customer is otherwise entitled to or does terminate this Call Off Contract pursuant to Clause 41 (Customer Termination Rights) except Clause 41.7 (Termination Without Cause). Not more than once in each Call Off Contract Year, the Customer may, on giving the Supplier at least three (3) Months Months’ notice, change the weighting of Service Level Performance Measure in respect of one or more Service Level Performance Criteria and the Supplier shall not be entitled to object to, or increase the Call Off Contract Charges as a result of such changes, provided that: the total number of Service Level Performance Criteria for which the weighting is to be changed does not exceed the number set out, for the purposes of this clause, in the Contract Call Off Order Form; the principal purpose of the change is to reflect changes in the Customer’s business requirements and/or priorities or to reflect changing industry standards; and there is no change to the Service Credit Cap. This Clause 14 shall apply if the Customer has specified both Service Credits and Critical Service Level Failure in the Contract Order Form. On the occurrence of a Critical Service Level Failure: any Service Credits that would otherwise have accrued during the relevant Service Period shall not accrue; and the Customer shall (subject to the Service Credit Cap set out in Clause 36.2.1(a) (Financial Limits)) be entitled to withhold and retain as compensation for the Critical Service Level Failure a sum equal to any Contract Charges which would otherwise have been due to the Supplier in respect of that Service Period (“Compensation for Critical Service Level Failure"), provided that the operation of this Clause 14.2 shall be without prejudice to the right of the Customer to terminate this Contract and/or to claim damages from the Supplier for material Default as a result of such Critical Service Level Failure. The Supplier: agrees that the application of Clause 14.2 is commercially justifiable where a Critical Service Level Failure occurs; and acknowledges that it has taken legal advice on the application of Clause 14.2 and has had the opportunity to price for that risk when calculating the Contract Charges.

SERVICE LEVELS AND SERVICE CREDITS. This Clause 13 13. shall apply where the Customer has specified Service Levels and Service Credits in the Contract Call Off Order Form. Where the Customer has specified Service Levels but not Service Credits, only sub-clauses 13.2, 13.3 and 13.7 shall apply. When this Clause 13.2 applies, the Parties shall also comply with the provisions of Part A (Service Levels and Service Credits) of Contract Call Off Schedule 6 (Service Levels, Service Credits and Performance Monitoring). The Supplier shall at all times during the Call Off Contract Period provide the Goods and/or Services to meet or exceed the Service Level Performance Measure for each Service Level Performance Criterion. The Supplier acknowledges that any Service Level Failure may have a material adverse impact on the business and operations of the Customer and that it shall entitle the Customer to the rights set out in Part A of Contract Call Off Schedule 6 (Service Levels, Service Credits and Performance Monitoring) including the right to any Service Credits. The Supplier acknowledges and agrees that any Service Credit is a price adjustment and not an estimate of the Loss that may be suffered by the Customer as a result of the Suppliers Supplier’s failure to meet any Service Level Performance Measure. A Service Credit shall be the Customer’s exclusive financial remedy for a Service Level Failure except where: the Supplier has over the previous twelve (12twelve) 12 Month period accrued Service Credits in excess of the Service Credit Cap; the Service Level Failure: exceeds the relevant Service Level Threshold; has arisen due to a Prohibited Act or wilful Default by the Supplier or any Supplier Personnel; and results in: the corruption or loss of any Customer Data (in which case the remedies under Clause 34.2.8 (Protection of Customer Data) shall also be available); and/or the Customer being required to make a compensation payment to one or more third parties; and/or the Customer is otherwise entitled to or does terminate this Call Off Contract pursuant to Clause 41 41. (Customer Termination Rights) except Clause 41.7 (Termination Without Cause). Not more than once in each Call Off Contract Year, the Customer may, on giving the Supplier at least three (3) Months Months’ notice, change the weighting of Service Level Performance Measure in respect of one or more Service Level Performance Criteria and the Supplier shall not be entitled to object to, or increase the Call Off Contract Charges as a result of such changes, provided that: the total number of Service Level Performance Criteria for which the weighting is to be changed does not exceed the number set out, for the purposes of this clause, in the Contract Call Off Order Form; the principal purpose of the change is to reflect changes in the Customer’s business requirements and/or priorities or to reflect changing industry standards; and there is no change to the Service Credit Cap. This Clause 14 14. shall apply if the Customer has specified both Service Credits and Critical Service Level Failure in the Contract Call Off Order Form. On the occurrence of a Critical Service Level Failure: any Service Credits that would otherwise have accrued during the relevant Service Period shall not accrue; and the Customer shall (subject to the Service Credit Cap set out in Clause 36.2.1(a36.(a) (Financial Limits)) be entitled to withhold and retain as compensation for the Critical Service Level Failure a sum equal to any Call Off Contract Charges which would otherwise have been due to the Supplier in respect of that Service Period (“Compensation for Critical Service Level Failure"), provided that the operation of this Clause 14.2 shall be without prejudice to the right of the Customer to terminate this Call Off Contract and/or to claim damages from the Supplier for material Default as a result of such Critical Service Level Failure. The Supplier: agrees that the application of Clause 14.2 is commercially justifiable where a Critical Service Level Failure occurs; and acknowledges that it has taken legal advice on the application of Clause 14.2 and has had the opportunity to price for that risk when calculating the Call Off Contract Charges.