Common use of SERVICE LEVELS AND SERVICE CREDITS Clause in Contracts

SERVICE LEVELS AND SERVICE CREDITS. The Supplier shall at all times during the Call Off Contract Period provide the Services to meet or exceed any Service Levels set out in Call Off Schedule 6 (Service Levels, Service Credits and Performance Monitoring). The Supplier acknowledges that any failure to meet a Service Level may have a material adverse impact on the business and operations of the Customer and that any such failure shall entitle the Customer to Service Credits calculated in accordance with the provisions of Call Off Schedule 6 (Service Levels, Service Credits and Performance Monitoring). 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 Supplier’s failure to meet any Service Level, and is without prejudice to any remedies the Customer may have under this Call Off Contract or at Law resulting from, or otherwise arising in respect of, any breach by the Supplier of this Call off Contract in relation to Service Levels. The Supplier shall implement all measurement and monitoring tools and procedures necessary to measure, monitor and report on the Supplier’s performance of the provision of the Services against the applicable Service Levels at a level of detail sufficient to verify compliance with the Service Levels. The Supplier shall obtain Approval of the relevant measuring and monitoring tools and procedures prior to using the same. The Customer shall be entitled to review the Service Levels annually (or otherwise as required) and make such adjustments to them as the Customer deems appropriate, including adjustments and improvements resulting from improved performance capabilities, and the Parties acknowledge and agree that: the Service Levels and the measurement and monitoring tools and procedures referred to in Clause 14.3 will be improved over time (including improvements and adjustments to reflect improved performance capabilities) at no extra cost to the Customer; and such adjustments or improvements shall not be deemed to be subject to the Variation Procedure.

SERVICE LEVELS AND SERVICE CREDITS. The Parties shall comply with the provisions of Part A (Service Levels and Service Credits) of 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 Services to meet or exceed the performance measures of any Service Levels set out in Call Off Schedule 6 (Service Levels, Service Credits and Performance Monitoring). The Supplier acknowledges that any failure Annex 1 to meet a Service Level may have a material adverse impact on the business and operations of the Customer and that any such failure shall entitle the Customer to Service Credits calculated in accordance with the provisions Part A of Call Off Schedule 6 (Service Levels, Service Credits and Performance Monitoring). The Supplier acknowledges and agrees that any Service Credit is Credits shall be the Customer’s exclusive financial remedy for a price adjustment and not an estimate of Service Level Failure except where: the Loss that may be suffered Service Level Failure: has arisen due to the fraud or wilful default by the Supplier or any Staff; and: results in: the corruption or loss of any Customer as a result Data (in which case the remedies under Clause 28.3.7 (Protection of the Supplier’s failure to meet any Service Level, and is without prejudice to any remedies Customer Data) shall also be available); and/or the Customer may have under being required to make a compensation payment to one or more third parties; and/or the Customer is otherwise entitled to or does terminate the relevant Services or this Call Off Contract or at Law resulting from, or otherwise arising in respect of, any breach by the Supplier of this Call off Contract in relation pursuant to Service LevelsClause 31 (Termination Events). The Supplier shall implement all measurement and monitoring tools and procedures necessary to measure, monitor and report on the Supplier’s performance of the provision of the Services against the applicable Service Levels at a level of detail sufficient to verify compliance with the Service Levels. The Supplier shall obtain Approval of the relevant measuring and monitoring tools and procedures prior to using the same. INTENTIONALLY LEFT BLANK – NOT USED The Customer shall be entitled to review the Service Levels annually (or otherwise as required) and make such adjustments to them as the Customer deems appropriate, including adjustments and improvements resulting from improved performance capabilities, and the Parties acknowledge and agree that: the Service Levels and the measurement and monitoring tools and procedures referred to in Clause 14.3 14.4 will be improved over time (including improvements and adjustments to reflect improved performance capabilities) at no extra cost to the Customer; and such adjustments or improvements shall not be deemed to be subject to the Variation Procedure.