Service Level Agreement

9. SLA Credits

9.1 SLA Credit Eligibility

(a) If Availability falls below the applicable Monthly Availability Commitment for an affected Covered Service, the Subscriber may be eligible for SLA Credits calculated against the Monthly Equivalent Fee under this Clause 9.

(b) The applicable Availability SLA Credits are as follows:-

(c) The aggregate of Availability and response SLA Credits for a calendar month shall not exceed fifty per cent (50%) of the Monthly Equivalent Fee for the affected Covered Service.

9.2 Monthly Equivalent Fee

For this SLA, “Monthly Equivalent Fee” means the recurring subscription fee allocated to the affected Covered Service for the relevant month. An annual prepaid fee is divided by twelve (12). If the Subscription Agreement does not allocate a fee by Covered Service, the Service Provider shall make a reasonable pro-rata allocation.

The Monthly Equivalent Fee excludes taxes, one-time and professional-services fees, implementation and integration fees, top-ups, variable usage charges, third-party pass-through charges, and fees for unaffected services.

9.3 SLA Credit Mechanics

(a) SLA Credits shall be calculated monthly for the affected Covered Service.

(b) Approved SLA Credits may be applied against future subscription fees, renewal fees, eligible top-ups, or add-ons and remain valid for twelve (12) months from approval.

(c) SLA Credits have no cash value, are non-transferable, and are not refundable, except for the termination and refund rights expressly provided in Clause 9.5.

(d) SLA Credits do not apply automatically. The Subscriber must submit a valid claim under Clause 9.6.

9.4 Sole Remedy

Subject to Clause 13.3 and the termination and refund rights set out in Clause 9.5, SLA Credits are the Subscriber’s sole financial remedy for a failure to meet an Availability or support-response target under this SLA, but only to the extent SLA Credits are available to the Subscriber in respect of that failure. This Clause does not limit the Subscriber’s rights under Clause 9.5 or under the Subscription Agreement, and does not exclude any remedy where no SLA Credit is available in respect of that failure.

9.5 Support Response Credits and Repeated Service Availability Failure

(a) For a calendar month, two (2) to three (3) qualifying missed P1 or P2 initial response targets entitle the Subscriber to a five per cent (5%) response SLA Credit, and four (4) or more qualifying misses entitle the Subscriber to a ten per cent (10%) response SLA Credit, each calculated against the Monthly Equivalent Fee and subject to the aggregate cap in Clause 9.1.

(b) A missed response target is a qualifying miss only where it:-

(i) relates to a single valid incident reported in accordance with Clause 8.6 at the applicable severity; and

(ii) was not caused by, or attributable to, an Excluded Event.

Multiple reports of the same underlying incident count as one incident.

(c) A repeated service availability failure shall be deemed to occur for the same affected Covered Service where, excluding Excluded Events:-

(i) Availability is below 99.0% in two (2) consecutive months;

(ii) the applicable commitment is missed in three (3) months within a rolling six (6)-month period; or

(iii) three (3) P1 incidents occur within a rolling three (3)-month period and each causes more than four (4) hours of Unavailable Minutes.

(d) Where a repeated service availability failure occurs, the Subscriber may, by written notice given within thirty (30) calendar days after the earlier of (i) the Service Provider’s written confirmation that the relevant event has occurred and (ii) the end of the calendar month in which the last failure constituting that event occurred, terminate the affected Subscription Package and receive a prorated refund of any unused prepaid fees attributable to the affected Subscription Package, less any SLA Credits already granted for the same period.

9.6 SLA Credit Claims

(a) To be eligible for SLA Credits, the Subscriber must submit a written claim within thirty (30) calendar days after the end of the affected month and provide reasonable details of the affected times, Covered Service, user impact, relevant support tickets, and available evidence.

(b) The Service Provider shall determine eligibility using monitoring, incident, and support records, acting reasonably and in good faith.

(c) Where the Subscriber reasonably challenges the calculation using its own evidence, the parties shall review and reconcile the records in good faith.

(d) An approved SLA Credit shall be applied in accordance with Clauses 9.3 (b) and 9.3 (c).