Common use of Excused Performance Problems Clause in Contracts

Excused Performance Problems. a) In addition to any other Excused Performance Problem that may be established for a particular Service, EVERTEC will not be liable to COMPANY (and no SLCs will apply) for any failure to meet a Service Level to the extent that such failure is attributable to: (i) an Event of Force Majeure, (ii) acts or omissions of COMPANY or COMPANY’s Third Party providers; (iii) breaches of this SLA, the Service Addendum and/or the Master Agreement by COMPANY or COMPANY’s Third Party providers; (iv) problems in COMPANY’s Third Party providers of local area networks and telecommunication lines; and (v) downtime for Scheduled Maintenance (defined below) or emergency maintenance previously coordinated with and/or notified to COMPANY that is undertaken outside of Hours of Operations. b) Scheduled hours of Availability will exclude agreed upon scheduled outages for which EVERTEC needs to perform regular technical maintenance (“Scheduled Maintenance”), which may result in downtime during this window. In addition, in cases where corrective or priority outages are necessary, EVERTEC shall provide forty-eight (48) hours’ prior notice of any such corrective or priority outage specifying the duration of same. EVERTEC will use commercially reasonable efforts to effect Scheduled Maintenance and any other planned outages during hours other than Peak Hours; provided, however, that Scheduled Maintenance during Hours of Operations will be considered “down time” for purposes of determining EVERTEC’s compliance with its obligations for a particular Service Level. Each Service will list any applicable Scheduled Maintenance that will operate as an Excused Performance Problem. c) Furthermore, the Service Levels do not contemplate rapid increases in volume which are not previously notified to EVERTEC by COMPANY. As such, COMPANY agrees to notify EVERTEC within a reasonable commercial time period if it can reasonably foresee an increase in its production volume, so as EVERTEC may take reasonable measures to ensure its continued compliance with the Service Levels. To the extent such notice is provided within a reasonable commercial time period, such instance of increased production volume will not be considered an Excused Performance Problem. Should a particular Service cycle represent an increase in production volume of Services of 20% or more of the normal production volume, EVERTEC agrees to exercise Best Efforts to provide the Services in accordance with the Service Levels; provided, however that upon EVERTEC’s notification to COMPANY that such increase will hinder EVERTEC’s ability to meet the established Service Levels, such instance of increased production volume will be considered an Excused Performance Problem. Should the increased volume be reoccurring, the parties agree to follow the procedures for modifying the Service Levels as set forth in this SLA.

Excused Performance Problems. a) In addition to any other Excused Performance Problem that may be established for a particular Service, EVERTEC will not be liable to COMPANY (and no SLCs will apply) for any failure to meet a Service Level to the extent that such failure is attributable to: (i) an Event of Force Majeure, (ii) acts or omissions of COMPANY or COMPANY’s Third Party providers; (iii) breaches of this SLA, the Service Addendum and/or the Master Agreement by COMPANY or COMPANY’s Third Party providers; (iv) problems in COMPANY’s Third Party providers of local area networks and telecommunication lines; and (v) downtime for Scheduled Maintenance (defined below) or emergency maintenance previously coordinated with and/or notified to COMPANY that is undertaken outside of Hours of Operations. b) Scheduled hours of Availability will exclude agreed upon scheduled outages for which EVERTEC needs to perform regular technical maintenance (“Scheduled Maintenance”), which may result in downtime during this window. In addition, in cases where corrective or priority outages are necessary, EVERTEC shall provide forty-eight (48) hours’ prior notice of any such corrective or priority outage specifying the duration of same. EVERTEC will use commercially reasonable efforts to effect Scheduled Maintenance and any other planned outages during hours other than Peak Hours; provided, however, that Scheduled Maintenance during Hours of Operations will be considered “down time” for purposes of determining EVERTEC’s compliance with its obligations for a particular Service Level. Each Service will list any applicable Scheduled Maintenance that will operate as an Excused Performance Problem. c) Furthermore, the Service Levels do not contemplate rapid increases in volume which are not previously notified to EVERTEC by COMPANY. As such, COMPANY agrees to notify EVERTEC within a reasonable commercial time period if it can reasonably foresee an increase in its production volume, so as EVERTEC may take reasonable measures to ensure its continued compliance with the Service Levels. To the extent such notice is provided within a reasonable commercial time period, such instance of increased production volume will not be considered an Excused Performance Problem. Should a particular Service cycle represent an increase in production volume of Services of 20% or more of the normal production volume, EVERTEC agrees to exercise Best Efforts to provide the Services in accordance with the Service Levels; provided, however that upon EVERTEC’s notification to COMPANY that such increase will hinder EVERTEC’s ability to meet the established Service Levels, such instance of increased production volume will be considered an Excused Performance Problem. Should the increased volume be reoccurring, the parties agree to follow the procedures for modifying the Service Levels as set forth in this SLA.. Exhibit C – Service Level Agreement – General Terms and Conditions