Service Level Agreement

1. 1. 1

      Definitions

      1. 1.1

         In this Schedule:

         Available/Availability

         1. •

            means that the [core functionality of the] Hosted Solution is [materially] available for use [in accordance with its Specification] by the Customer, calculated as follows:

            A = (PU – X) / (PU) (x 100 to be expressed as a percentage)

            A means Available

            PU means Potential Uptime

            X means the aggregate total minutes during the relevant Month (excluding Downtime) during which the Hosted Solution is not Available;

         [Critical Service Level Failure

         1. •

            means [either: (i) the Supplier’s failure to achieve the Service Level for [three Months] in any [six Month] period; or (ii) the Supplier's failure to achieve Availability above [Z%] over any one Month OR define as appropriate];]

         Customer Connectivity

         1. •

            means the telecommunications and information technology equipment and infrastructure necessary to access the Hosted Solution from the Customer’s location;

         Downtime

         1. •

            means any period of time, calculated in minutes, when the Hosted Solution is not Available due to an Exclusion;

         Exclusion

         1. •

            means: (a) a Force Majeure Event; (b) emergency or planned maintenance to the Hosted Solution; (c) any issue with the Customer Connectivity; (d) any