Service level agreement

The Solution will be operational and available for use in accordance with the Agreement on a 24 x 7 basis with an uptime of 99.5% of each calendar month (“Uptime Commitment”). Except as set out in this Schedule, in the event We do not meet the Uptime Commitment in any given month, You will as Your sole and exclusive remedy for Our failure to meet the Uptime Commitment, be eligible to receive Service Credits as further described below. Our monitoring tools, data and records will be the sole source of information used to measure the availability of the Solution.

If the Uptime Commitment is not met in a given calendar month, We will, upon Your request, issue a credit note and apply Service Credits against the next payment due to Us. If You have prepaid the Services, You will receive Service Credits in the form of a credit note. The total amount of Service Credits that We may issue in any 12-month period shall not exceed, in the aggregate, 10% of the total amount of fees paid or payable by You to us for the Solution for that 12-month period.

“Service Credits” means credit against amounts payable by You to Us for the Solution, as specified in the applicable Order Form. Service Credits are computed as a percentage of the prorated fees for the Solution for the calendar month in which the Uptime Commitment was not met.

Notwithstanding the above, failure to meet the Uptime Commitment shall not give rise to Service Credits if it is caused by: (a) any act or omission by You; (b) any Force Majeure Event; or (c) Your failure or delay to perform Your obligations under the Agreement that impacted Our ability to meet the Uptime Commitment.