Service Level Agreement

The SaaS Services will achieve System Availability (as defined below) of at least 99.8% during each License Year.

“System Availability” means the number of minutes in a License Year that the key components of the SaaS Services are operational as a percentage of the total number of minutes in such License Year during opened hours (from Monday – Friday from  09:00 – 17:00, excluding public holidays), excluding downtime resulting from:

1.                scheduled maintenance;

2.               a Force Majeure Event;

3.               malicious attacks on the SaaS Services, the Platform, the Web App and/or the Mobile App;

4.               issues associated with the Customer’s computing devices, local area networks or internet service provider connections; or

5.               inability to deliver the SaaS Services because of acts or omissions of the Customer, any Relevant Customer Affiliate, any Service Beneficiary, any User or any other third party (except those third parties sub-contracted by the Supplier to perform services related to then provision of the SaaS Services).

The Supplier reserves the right to take the SaaS Services offline for scheduled maintenance for which Customer has been provided reasonable notice and the Supplier reserves the right to change its maintenance window upon prior notice to Customer.

If the Supplier fails to meet the System Availability target set out above in any License Year, then, upon written request by the Customer within 30 days after the end of the relevant License Year, the Supplier will issue a credit in Customer’s next invoice in an amount equal to 0.5% of the annual Fees for the affected SaaS Services for each 1% loss of System  Availability  below  the System Availability target set out above, up  to  a  maximum  of  20% of the annual Fees for the affected SaaS Services. If the annual Fees have been paid in advance, then at Customer’s election, the Supplier shall provide a credit to Customer to be used against any extension of the term of this Agreement. The remedy stated in this paragraph is Customer’s sole and exclusive remedy for interruption of SaaS Services and the Supplier’s failure to meet System Availability.