Supplier shall notify the Customer and the Parties shall agree the impact of such change. TESTING This Clause 11 shall apply if so specified by the Customer in the Order Form or elsewhere in this Call Off Contract. The Parties shall comply with any provisions set out Call Off Schedule 5 (Testing). 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 Service Level Performance Measure for each Service Level Performance Criterion. The Supplier acknowledges that any Service Level Failure may have a material adverse impact on the business and operations of the Customer and that it shall entitle the Customer to the rights set out in the provisions of Part A of Call Off Schedule 6 (Service Levels, Service Credits and Performance Monitoring) including the right to any Service Credits. 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 Performance Measure. A Service Credit be the Customer’s exclusive financial remedy for a Service Level Failure except where: the Supplier has over the previous (twelve) 12 period accrued Service Credits in excess of the Service Credit Cap; the Service Level Failure: exceeds the relevant Service Level Threshold; has arisen due to a Prohibited Act or wilful Default by the Supplier or any Supplier Personnel; and results in: the corruption or loss of any Customer Data (in which case the remedies under Clause 34.3.8 (Protection of Customer Data) shall also be available); and/or the Customer required to make a compensation payment to one or more third parties; and/or the Customer is otherwise entitled to or does terminate this Call Off Contract pursuant to Clause 41 (Customer Termination Rights) except Clause 41.6 (Termination Without Cause). Not more than once in each Contract Year the Customer may, on giving the Supplier at least 3 Months’ notice, change the weighting of Service Level Performance Measure in respect of one or more Service Level Performance
Supplier shall notify the Customer and the Parties shall agree the impact of such change. TESTING This Clause 11 shall apply if so specified by the Customer in the Order Form or elsewhere in this Call Off Contract. The Parties shall comply with any provisions set out Call Off Schedule 5 (Testing). 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 Service Level Performance Measure for each Service Level Performance Criterion. The Supplier acknowledges that any Service Level Failure may have a material adverse impact on the business and operations of the Customer and that it shall entitle the Customer to the rights set out in the provisions of Part A of Call Off Schedule 6 (Service Levels, Service Credits and Performance Monitoring) including the right to any Service Credits. 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 Performance Measure. A Service Credit be the Customer’s exclusive financial remedy for a Service Level Failure except where: the Supplier has over the previous (twelve) 12 period accrued Service Credits in excess of the Service Credit Cap; the Service Level Failure: exceeds the relevant Service Level Threshold; has arisen due to a Prohibited Act or wilful Default by the Supplier or any Supplier Personnel; and results in: the corruption or loss of any Customer Data (in which case the remedies under Clause 34.3.8 (Protection of Customer Data) shall also be available); and/or the Customer required to make a compensation payment to one or more third parties; and/or the Customer is otherwise entitled to or does terminate this Call Off Contract pursuant to Clause 41 (Customer Termination Rights) except Clause 41.6 (Termination Without Cause). Not more than once in each Contract Year the Customer may, on giving the Supplier at least 3 Months’ notice, change the weighting of Service Level Performance Measure in respect of one or more Service Level Performance
RM1058%20-%20Call%20Off%20Contract%20-%20Terms%20and%20Conditions_1.docx