Common use of Service Levels Clause in Contracts

Service Levels. Annex 1 to this Part A of this Contract Schedule 6 sets out the Service Levels the performance of which the Parties have agreed to measure. The Supplier shall monitor its performance of this Contract by reference to the relevant performance criteria for achieving the Service Levels shown in Annex 1 to this Part A of this Contract Schedule 6 (the “Service Level Performance Criteria”) and shall send the Customer a Performance Monitoring Report detailing the level of service which was achieved in accordance with the provisions of Part B (Performance Monitoring) of this Contract Schedule 6. The Supplier shall, at all times, provide the Goods and/or Services in such a manner that the Service Levels Performance Measures are achieved. If the level of performance of the Supplier of any element of the provision by it of the Goods and/or Services during the Contract Period: is likely to or fails to meet any Service Level Performance Measure or is likely to cause or causes a Critical Service Failure to occur, the Supplier shall immediately notify the Customer in writing and the Customer, in its absolute discretion and without prejudice to any other of its rights howsoever arising including under Clause 13 of this Contract (Service Levels and Service Credits), may: require the Supplier to immediately take all remedial action that is reasonable to mitigate the impact on the Customer and to rectify or prevent a Service Level Failure or Critical Service Level Failure from taking place or recurring; and if the action taken under paragraph (a) above has not already prevented or remedied the Service Level Failure or Critical Service Level Failure, the Customer shall be entitled to instruct the Supplier to comply with the Rectification Plan Process; or if a Service Level Failure has occurred, deduct from the Contract Charges the applicable Service Level Credits payable by the Supplier to the Customer in accordance with the calculation formula set out in Annex 1 of this Part A of this Contract Schedule 6; or if a Critical Service Level Failure has occurred, exercise its right to Compensation for Critical Service Level Failure in accordance with Clause 14 of this Contract (Critical Service Level Failure) (including subject, for the avoidance of doubt, the proviso in Clause 14.2.2 of this Contract in relation to Material Breach). Approval and implementation by the Customer of any Rectification Plan shall not relieve the Supplier of any continuing responsibility to achieve the Service Levels, or remedy any failure to do so, and no estoppels or waiver shall arise from any such Approval and/or implementation by the Customer. Annex 1 to this Part A of this Contract Schedule 6 sets out the formula used to calculate a Service Credit payable to the Customer as a result of a Service Level Failure in a given service period which, for the purpose of this Contract Schedule 6, shall be a recurrent period of [one Month] during the Contract Period (the “Service Period”). Annex 1 to this Part A of this Contract Schedule 6 includes details of each Service Credit available to each Service Level Performance Criterion if the applicable Service Level Performance Measure is not met by the Supplier. The Customer shall use the Performance Monitoring Reports supplied by the Supplier under Part B (Performance Monitoring) of this Contract Schedule 6 to verify the calculation and accuracy of the Service Credits, if any, applicable to each relevant Service Period. Service Credits are a reduction of the amounts payable in respect of the Goods and/or Services and do not include VAT. The Supplier shall set-off the value of any Service Credits against the appropriate invoice in accordance with calculation formula in Annex 1 of Part A of this Contract Schedule 6.

Service Levels. Annex 1 to this Part A of this Contract Call Off Schedule 6 sets out the Service Levels the performance of which the Parties have agreed to measure. The Supplier shall monitor its performance of this Call Off Contract by reference to the relevant performance criteria for achieving the Service Levels shown in Annex 1 to this Part A of this Contract Call Off Schedule 6 (the “Service Level Performance Criteria”) and shall send the Customer a Performance Monitoring Report detailing the level of service which was achieved in accordance with the provisions of Part B (Performance Monitoring) of this Contract Schedule 6Call Off Schedule. The Supplier shall, at all times, provide the Goods and/or Services in such a manner that the Service Levels Performance Measures are achieved. If the level of performance of the Supplier of any element of the provision by it of the Goods and/or Services during the Call Off Contract Period: is likely to or fails to meet any Service Level Performance Measure or is likely to cause or causes a Critical Service Failure to occur, the Supplier shall immediately notify the Customer in writing and the Customer, in its absolute discretion and without prejudice to any other of its rights howsoever arising including under Clause 13 11 of this Call Off Contract (Service Levels and Service Credits), may: require the Supplier to immediately take all remedial action that is reasonable to mitigate the impact on the Customer and to rectify or prevent a Service Level Failure or Critical Service Level Failure from taking place or recurring; and if the action taken under paragraph (a) above has not already prevented or remedied the Service Level Failure or Critical Service Level Failure, the Customer shall be entitled to instruct the Supplier to comply with the Rectification Plan Process; or if a Service Level Failure has occurred, deduct from the Call Off Contract Charges the applicable Service Level Credits payable by the Supplier to the Customer in accordance with the calculation formula set out in Annex 1 of this Part A of this Contract Schedule 6Call Off Schedule; or if a Critical Service Level Failure has occurred, exercise its right to Compensation for Critical Service Level Failure in accordance with Clause 14 12 of this Call Off Contract (Critical Service Level Failure) (including subject, for the avoidance of doubt, the proviso in Clause 14.2.2 12.1.2 of this Call Off Contract in relation to Material Breach). Approval and implementation by the Customer of any Rectification Plan shall not relieve the Supplier of any continuing responsibility to achieve the Service Levels, or remedy any failure to do so, and no estoppels or waiver shall arise from any such Approval and/or implementation by the Customer. Annex 1 to this Part A of this Contract Call Off Schedule 6 sets out the formula used to calculate a Service Credit payable to the Customer as a result of a Service Level Failure in a given service period which, for the purpose of this Contract Schedule 6Call Off Schedule, shall be a recurrent period of [one Month] during the Call Off Contract Period (the “Service Period”). Annex 1 to this Part A of this Contract Schedule 6 includes details of each Service Credit available to each Service Level Performance Criterion if the applicable Service Level Performance Measure is not met by the Supplier. The Customer shall use the Performance Monitoring Reports supplied by the Supplier under Part B (Performance Monitoring) of this Contract Schedule 6 to verify the calculation and accuracy of the Service Credits, if any, applicable to each relevant Service Period. Service Credits are a reduction of the amounts payable in respect of the Goods and/or Services and do not include VAT. The Supplier shall set-off the value of any Service Credits against the appropriate invoice in accordance with calculation formula in Annex 1 of Part A of this Contract Schedule 6.

Service Levels. Annex 1 to this Part A of this Contract Call Off Schedule 6 sets out the Service Levels the performance of which the Parties have agreed to measure. The Supplier shall monitor its performance of this Call Off Contract by reference to the relevant performance criteria for achieving the Service Levels shown in Annex 1 to this Part A of this Contract Call Off Schedule 6 (the “Service Level Performance Criteria”) and shall send the Customer a Performance Monitoring Report detailing the level of service which was achieved in accordance with the provisions of Part B (Performance Monitoring) of this Contract Schedule 6Call Off Schedule. The Supplier shall, at all times, provide the Goods and/or Services in such a manner that the Service Levels Performance Measures are achieved. If the level of performance of the Supplier of any element of the provision by it of the Goods and/or Services during the Call Off Contract Period: is likely to or fails to meet any Service Level Performance Measure or is likely to cause or causes a Critical Service Failure to occur, the Supplier shall immediately notify the Customer in writing and the Customer, in its absolute discretion and without prejudice to any other of its rights howsoever arising including under Clause 13 12 of this Call Off Contract (Service Levels and Service Credits), may: require the Supplier to immediately take all remedial action that is reasonable to mitigate the impact on the Customer and to rectify or prevent a Service Level Failure or Critical Service Level Failure from taking place or recurring; and if the action taken under paragraph (a) above has not already prevented or remedied the Service Level Failure or Critical Service Level Failure, the Customer shall be entitled to instruct the Supplier to comply with the Rectification Plan Process; or if a Service Level Failure has occurred, deduct from the Call Off Contract Charges the applicable Service Level Credits payable by the Supplier to the Customer in accordance with the calculation formula set out in Annex 1 of this Part A of this Contract Schedule 6Call Off Schedule; or if a Critical Service Level Failure has occurred, exercise its right to Compensation for Critical Service Level Failure in accordance with Clause 14 13 of this Call Off Contract (Critical Service Level Failure) (including subject, for the avoidance of doubt, the proviso in Clause 14.2.2 13.1.2 of this Call Off Contract in relation to Material Breach). Approval and implementation by the Customer of any Rectification Plan shall not relieve the Supplier of any continuing responsibility to achieve the Service Levels, or remedy any failure to do so, and no estoppels or waiver shall arise from any such Approval and/or implementation by the Customer. Annex 1 to this Part A of this Contract Call Off Schedule 6 sets out the formula used to calculate a Service Credit payable to the Customer as a result of a Service Level Failure in a given service period which, for the purpose of this Contract Schedule 6Call Off Schedule, shall be a recurrent period of [one Month] during the Call Off Contract Period (the “Service Period”). Annex 1 to this Part A of this Contract Schedule 6 includes details of each Service Credit available to each Service Level Performance Criterion if the applicable Service Level Performance Measure is not met by the Supplier. The Customer shall use the Performance Monitoring Reports supplied by the Supplier under Part B (Performance Monitoring) of this Contract Schedule 6 to verify the calculation and accuracy of the Service Credits, if any, applicable to each relevant Service Period. Service Credits are a reduction of the amounts payable in respect of the Goods and/or Services and do not include VAT. The Supplier shall set-off the value of any Service Credits against the appropriate invoice in accordance with calculation formula in Annex 1 of Part A of this Contract Schedule 6.

Service Levels. Annex 1 to this Part A of this Contract Schedule 6 sets out This Clause 13 shall apply where the Customer has specified Service Levels in the performance of which Call Off Order Form. Where the Customer has specified Service Levels, sub-clauses 13.2, 13.3 and 13.7 shall apply. When this Clause 13.2 applies, the Parties have agreed to measure. The Supplier shall monitor its performance of this Contract by reference to the relevant performance criteria for achieving the Service Levels shown in Annex 1 to this Part A of this Contract Schedule 6 (the “Service Level Performance Criteria”) and shall send the Customer a Performance Monitoring Report detailing the level of service which was achieved in accordance also comply with the provisions of Part B A (Service Levels) of Call Off Schedule 6 (Service Levels and Performance Monitoring) of this Contract Schedule 6). The Supplier shall, shall at all times, times during the Call Off Contract Period provide the Goods and/or Services in such a manner that the Service Levels Performance Measures are achieved. If the level of performance of the Supplier of any element of the provision by it of the Goods and/or Services during the Contract Period: is likely to or fails to meet any or exceed the Service Level Performance Measure or is likely to cause or causes for each Service Level Performance Criterion. The Supplier acknowledges that any Service Level Failure may have a Critical Service Failure to occur, material adverse impact on the Supplier shall immediately notify business and operations of the Customer and that it shall entitle the Customer to the rights set out in writing and the Customer, in its absolute discretion and without prejudice to any other Part A of its rights howsoever arising including under Clause 13 of this Contract Call Off Schedule 6 (Service Levels and Service CreditsPerformance Monitoring), may: require the Supplier to immediately take all remedial action that is reasonable to mitigate the impact on the Customer and to rectify or prevent a Service Level Failure or Critical Service Level Failure from taking place or recurring; and if the action taken under paragraph (a) above has not already prevented or remedied the Service Level Failure or Critical Service Level Failure. Not used. Not used. Not more than once in each Call Off Contract Year, the Customer may, on giving the Supplier at least three (3) Months’ notice, change the weighting of Service Level Performance Measure in respect of one or more Service Level Performance Criteria and the Supplier shall not be entitled to instruct object to, or increase the Supplier to comply with Call Off Contract Charges as a result of such changes, provided that: the Rectification Plan Process; or if a total number of Service Level Failure has occurredPerformance Criteria for which the weighting is to be changed does not exceed the number set out, deduct from for the Contract Charges purposes of this clause, in the applicable Service Level Credits payable by Call Off Order Form; the Supplier principal purpose of the change is to reflect changes in the Customer’s business requirements and/or priorities or to reflect changing industry standards; and there is no change to the Service Credit Cap. This Clause 14 shall apply if the Customer in accordance with the calculation formula set out in Annex 1 of this Part A of this Contract Schedule 6; or if has specified a Critical Service Level Failure has occurred, exercise its right in the Call Off Order Form. On the occurrence of a Critical Service Level Failure: Not used. the Customer shall (subject to the Service Credit Cap set out in Clause 36.2.1(a) (Financial Limits)) be entitled to withhold and retain as compensation for the Critical Service Level Failure a sum equal to any Call Off Contract Charges which would otherwise have been due to the Supplier in respect of that Service Period (“Compensation for Critical Service Level Failure in accordance with Clause 14 Failure"), provided that the operation of this Clause 14.2 shall be without prejudice to the right of the Customer to terminate this Call Off Contract (and/or to claim damages from the Supplier for material Default as a result of such Critical Service Level Failure) (including subject, for . The Supplier: agrees that the avoidance application of doubt, the proviso in Clause 14.2.2 of this Contract in relation to Material Breach). Approval and implementation by the Customer of any Rectification Plan shall not relieve the Supplier of any continuing responsibility to achieve the Service Levels, or remedy any failure to do so, and no estoppels or waiver shall arise from any such Approval and/or implementation by the Customer. Annex 1 to this Part A of this Contract Schedule 6 sets out the formula used to calculate 14.2 is commercially justifiable where a Service Credit payable to the Customer as a result of a Critical Service Level Failure in a given service period which, occurs; and acknowledges that it has taken legal advice on the application of Clause 14.2 and has had the opportunity to price for that risk when calculating the purpose of this Call Off Contract Schedule 6, shall be a recurrent period of [one Month] during the Contract Period (the “Service Period”). Annex 1 to this Part A of this Contract Schedule 6 includes details of each Service Credit available to each Service Level Performance Criterion if the applicable Service Level Performance Measure is not met by the Supplier. The Customer shall use the Performance Monitoring Reports supplied by the Supplier under Part B (Performance Monitoring) of this Contract Schedule 6 to verify the calculation and accuracy of the Service Credits, if any, applicable to each relevant Service Period. Service Credits are a reduction of the amounts payable in respect of the Goods and/or Services and do not include VAT. The Supplier shall set-off the value of any Service Credits against the appropriate invoice in accordance with calculation formula in Annex 1 of Part A of this Contract Schedule 6Charges.

Service Levels. Annex 1 to this Part A of this Contract Call Off Schedule 6 sets out the Service Levels the performance of which the Parties have agreed to measure. The Supplier shall monitor its performance of this Call Off Contract by reference to the relevant performance criteria for achieving the Service Levels shown in Annex 1 to this Part A of this Contract Call Off Schedule 6 (the “Service Level Performance Criteria”) and shall send the Customer a Performance Monitoring Report detailing the level of service which was achieved in accordance with the provisions of Part B (Performance Monitoring) of this Contract Call Off Schedule 6. The Supplier shall, at all times, provide the Goods and/or Services in such a manner that the Service Levels Performance Measures are achieved. If the level of performance of the Supplier of any element of the provision by it of the Goods and/or Services during the Call Off Contract Period: is likely to or fails to meet any Service Level Performance Measure or is likely to cause or causes a Critical Service Failure to occur, the Supplier shall immediately notify the Customer in writing and the Customer, in its absolute discretion and without prejudice to any other of its rights howsoever arising including under Clause 13 of this Call Off Contract (Service Levels and Service Credits), may: require the Supplier to immediately take all remedial action that is reasonable to mitigate the impact on the Customer and to rectify or prevent a Service Level Failure or Critical Service Level Failure from taking place or recurring; and if the action taken under paragraph (a) above has not already prevented or remedied the Service Level Failure or Critical Service Level Failure, the Customer shall be entitled to instruct the Supplier to comply with the Rectification Plan Process; or if a Service Level Failure has occurred, deduct from the Call Off Contract Charges the applicable Service Level Credits payable by the Supplier to the Customer in accordance with the calculation formula set out in Annex 1 of this Part A of this Contract Call Off Schedule 6; or if a Critical Service Level Failure has occurred, exercise its right to Compensation for Critical Service Level Failure in accordance with Clause 14 of this Call Off Contract (Critical Service Level Failure) (including subject, for the avoidance of doubt, the proviso in Clause 14.2.2 of this Call Off Contract in relation to Material Breach). Approval and implementation by the Customer of any Rectification Plan shall not relieve the Supplier of any continuing responsibility to achieve the Service Levels, or remedy any failure to do so, and no estoppels or waiver shall arise from any such Approval and/or implementation by the Customer. Annex 1 to this Part A of this Contract Call Off Schedule 6 sets out the formula used to calculate a Service Credit payable to the Customer as a result of a Service Level Failure in a given service period which, for the purpose of this Contract Call Off Schedule 6, shall be a recurrent period of [one Month] during the Call Off Contract Period (the “Service Period”). Annex 1 to this Part A of this Contract Call Off Schedule 6 includes details of each Service Credit available to each Service Level Performance Criterion if the applicable Service Level Performance Measure is not met by the Supplier. The Customer shall use the Performance Monitoring Reports supplied by the Supplier under Part B (Performance Monitoring) of this Contract Call Off Schedule 6 to verify the calculation and accuracy of the Service Credits, if any, applicable to each relevant Service Period. Service Credits are a reduction of the amounts payable in respect of the Goods and/or Services and do not include VAT. The Supplier shall set-off the value of any Service Credits against the appropriate invoice in accordance with calculation formula in Annex 1 of Part A of this Contract Call Off Schedule 6.

Service Levels. Annex 1 to this Part A of this Contract Call Off Schedule 6 sets out the Service Levels the performance of which the Parties have agreed to measure. The Supplier shall monitor its performance of this Call Off Contract by reference to the relevant performance criteria for achieving the Service Levels shown in Annex 1 to this Part A of this Contract Call Off Schedule 6 (the “Service Level Performance Criteria”) and shall send the Customer a Performance Monitoring Report detailing the level of service which was achieved in accordance with the provisions of Part B (Performance Monitoring) of this Contract Call Off Schedule 6. The Supplier shall, at all times, provide the Goods and/or Services in such a manner that the Service Levels Performance Measures are achieved. If the level of performance of the Supplier of any element of the provision by it of the Goods and/or Services during the Call Off Contract Period: is likely to or fails to meet any Service Level Performance Measure or is likely to cause or causes a Critical Service Failure to occur, the Supplier shall immediately notify the Customer in writing and the Customer, in its absolute discretion and without prejudice to any other of its rights howsoever arising including under Clause 13 of this Call Off Contract (Service Levels and Service CreditsLevels), may: require the Supplier to immediately take all remedial action that is reasonable to mitigate the impact on the Customer and to rectify or prevent a Service Level Failure or Critical Service Level Failure from taking place or recurring; and if the action taken under paragraph (a) above has not already prevented or remedied the Service Level Failure or Critical Service Level Failure, the Customer shall be entitled to instruct the Supplier to comply with the Rectification Plan Process; or if a Service Level Failure has occurred, deduct from the Call Off Contract Charges the applicable Service Level Credits payable by the Supplier to the Customer in accordance with the calculation formula set out in Annex 1 of this Part A of this Contract Call Off Schedule 6; or if a Critical Service Level Failure has occurred, exercise its right to Compensation for Critical Service Level Failure in accordance with Clause 14 of this Call Off Contract (Critical Service Level Failure) (including subject, for the avoidance of doubt, the proviso in Clause 14.2.2 of this Call Off Contract in relation to Material Breach). Approval and implementation by the Customer of any Rectification Plan shall not relieve the Supplier of any continuing responsibility to achieve the Service Levels, or remedy any failure to do so, and no estoppels or waiver shall arise from any such Approval and/or implementation by the Customer. Annex 1 to this Part A of this Contract Schedule 6 sets out the formula used to calculate a Service Levels Service Credit payable to the Customer as a result of a Service Level Failure in a given service period which, for the purpose of this Contract Schedule 6, shall be a recurrent period of [one Month] during the Contract Period (the “Service Period”). Annex 1 to this Part A of this Contract Schedule 6 includes details of each Service Credit available to each Period Service Level Performance Criterion if the applicable Key Indicator Service Level Performance Measure is not met by Service Level Threshold [Accurate and timely billing of Customer Accuracy /Timelines at least 98% at all times [ ] 0.5% Service Credit gained for each percentage under the Supplier. The specified Service Level Performance Measure Access to Customer shall use support Availability at least 98% at all times [ ] 0.5% Service Credit gained for each percentage under the specified Service Level Performance Monitoring Reports supplied by Measure Complaints Handling Availability/Timelines At least 98% at all times [ ] 0.5% Service Credit gained for each percentage under the Supplier specified Service Level Performance Measure Provision of specific Services Quality at least 98% at all times [ ] 2% Service Credit gained for each percentage under Part B (the specified Service Level Performance Monitoring) of this Contract Schedule 6 to verify the calculation and accuracy Measure Timely provision of the Services [** hours a day, ** days a week.] Services Availability at least 98% at all times [ ] 2% Service Credits, if any, applicable to Credit gained for each relevant percentage under the specified Service Period. Service Credits are a reduction of the amounts payable in respect of the Goods and/or Services and do not include VAT. The Supplier shall set-off the value of any Service Credits against the appropriate invoice in accordance with calculation formula in Annex 1 of Part A of this Contract Schedule 6.Level Performance Measure]

Service Levels. Annex 1 to this Part A of this Contract Call Off Schedule 6 sets out the Service Levels the performance of which the Parties have agreed to measure. The Supplier shall monitor its performance of this Call Off Contract by reference to the relevant performance criteria for achieving the Service Levels shown in Annex 1 to this Part A of this Contract Call Off Schedule 6 (the “Service Level Performance Criteria”) and shall send the Customer a Performance Monitoring Report detailing the level of service which was achieved in accordance with the provisions of Part B (Performance Monitoring) of this Contract Call Off Schedule 6. The Supplier shall, at all times, provide the Goods and/or Services in such a manner that the Service Levels Performance Measures are achieved. If the level of performance of the Supplier of any element of the provision by it of the Goods and/or Services during the Call Off Contract Period: is likely to or fails to meet any Service Level Performance Measure or is likely to cause or causes a Critical Service Failure to occur, the Supplier shall immediately notify the Customer in writing and the Customer, in its absolute discretion and without prejudice to any other of its rights howsoever arising including under Clause 13 16 of this Call Off Contract (Service Levels and Service Credits), may: require the Supplier to immediately take all remedial action that is reasonable to mitigate the impact on the Customer and to rectify or prevent a Service Level Failure or Critical Service Level Failure from taking place or recurring; and if the action taken under paragraph (a) above has not already prevented or remedied the Service Level Failure or Critical Service Level Failure, the Customer shall be entitled to instruct the Supplier to comply with the Rectification Plan Process; or if a Service Level Failure has occurred, deduct from the Call Off Contract Charges the applicable Service Level Credits payable by the Supplier to the Customer in accordance with the calculation formula set out in Annex 1 of this Part A of this Contract Call Off Schedule 6; or if a Critical Service Level Failure has occurred, exercise its right to Compensation for Critical Service Level Failure in accordance with Clause 14 17 of this Call Off Contract (Critical Service Level Failure) (including subject, for the avoidance of doubt, the proviso in Clause 14.2.2 17.2.2 of this Call Off Contract in relation to Material Breach). Approval and implementation by the Customer of any Rectification Plan shall not relieve the Supplier of any continuing responsibility to achieve the Service Levels, or remedy any failure to do so, and no estoppels or waiver shall arise from any such Approval and/or implementation by the Customer. Annex 1 to this Part A of this Contract Call Off Schedule 6 sets out the formula used to calculate a Service Credit payable to the Customer as a result of a Service Level Failure in a given service period which, for the purpose of this Contract Call Off Schedule 6, shall be a recurrent period of [one Month] during the Call Off Contract Period (the “Service Period”). Annex 1 to this Part A of this Contract Call Off Schedule 6 includes details of each Service Credit available to each Service Level Performance Criterion if the applicable Service Level Performance Measure is not met by the Supplier. The Customer shall use the Performance Monitoring Reports supplied by the Supplier under Part B (Performance Monitoring) of this Contract Call Off Schedule 6 to verify the calculation and accuracy of the Service Credits, if any, applicable to each relevant Service Period. Service Credits are a reduction of the amounts payable in respect of the Goods and/or Services and do not include VAT. The Supplier shall set-off the value of any Service Credits against the appropriate invoice in accordance with calculation formula in Annex 1 of Part A of this Contract Call Off Schedule 6.

Service Levels. Annex 1 to this Part A of this Contract Call Off Schedule 6 sets out the Service Levels the performance of which the Parties have agreed to measure. The Supplier shall monitor its performance of this Call Off Contract by reference to the relevant performance criteria for achieving the Service Levels shown in Annex 1 to this Part A of this Contract Call Off Schedule 6 (the “Service Level Performance Criteria”) and shall send the Customer a Performance Monitoring Report detailing the level of service which was achieved in accordance with the provisions of Part B (Performance Monitoring) of this Contract Schedule 6Call Off Schedule. The Supplier shall, at all times, provide the Goods and/or Services in such a manner that the Service Levels Performance Measures are achieved. If the level of performance of the Supplier of any element of the provision by it of the Goods and/or Services during the Call Off Contract Period: is likely to or fails to meet any Service Level Performance Measure or is likely to cause or causes a Critical Service Failure to occur, the Supplier shall immediately notify the Customer in writing and the Customer, in its absolute discretion and without prejudice to any other of its rights howsoever arising including under Clause 13 of this Call Off Contract (Service Levels and Service Credits), may: require the Supplier to immediately take all remedial action that is reasonable to mitigate the impact on the Customer and to rectify or prevent a Service Level Failure or Critical Service Level Failure from taking place or recurring; and if the action taken under paragraph (a) above has not already prevented or remedied the Service Level Failure or Critical Service Level Failure, the Customer shall be entitled to instruct the Supplier to comply with the Rectification Plan Process; or if a Service Level Failure has occurred, deduct from the Call Off Contract Charges the applicable Service Level Credits payable by the Supplier to the Customer in accordance with the calculation formula set out in Annex 1 of this Part A of this Contract Schedule 6Call Off Schedule; or if a Critical Service Level Failure has occurred, exercise its right to Compensation for Critical Service Level Failure in accordance with Clause 14 of this Call Off Contract (Critical Service Level Failure) (including subject, for the avoidance of doubt, the proviso in Clause 14.2.2 14.1.2 of this Call Off Contract in relation to Material Breach). Approval and implementation by the Customer of any Rectification Plan shall not relieve the Supplier of any continuing responsibility to achieve the Service Levels, or remedy any failure to do so, and no estoppels or waiver shall arise from any such Approval and/or implementation by the Customer. Annex 1 to this Part A of this Contract Call Off Schedule 6 sets out the formula used to calculate a Service Credit payable to the Customer as a result of a Service Level Failure in a given service period which, for the purpose of this Contract Schedule 6Call Off Schedule, shall be a recurrent period of [one Month] during the Call Off Contract Period (the “Service Period”). Annex 1 to this Part A of this Contract Schedule 6 includes details of each Service Credit available to each Service Level Performance Criterion if the applicable Service Level Performance Measure is not met by the Supplier. The Customer shall use the Performance Monitoring Reports supplied by the Supplier under Part B (Performance Monitoring) of this Contract Schedule 6 to verify the calculation and accuracy of the Service Credits, if any, applicable to each relevant Service Period. Service Credits are a reduction of the amounts payable in respect of the Goods and/or Services and do not include VAT. The Supplier shall set-off the value of any Service Credits against the appropriate invoice in accordance with calculation formula in Annex 1 of Part A of this Contract Schedule 6.

Service Levels. Annex 1 to this Part A of this Contract Call Off Schedule 6 sets out the Service Levels the performance of which the Parties have agreed to measure. The Supplier shall monitor its performance of this Call Off Contract by reference to the relevant performance criteria for achieving the Service Levels shown in Annex 1 to this Part A of this Contract Call Off Schedule 6 (the “Service Level Performance Criteria”) and shall send the Customer a Performance Monitoring Report detailing the level of service which was achieved in accordance with the provisions of Part B (Performance Monitoring) of this Contract Schedule 6Call Off Schedule. The Supplier shall, at all times, provide the Goods and/or Services in such a manner that the Service Levels Performance Measures are achieved. If the level of performance of the Supplier of any element of the provision by it of the Goods and/or Services during the Call Off Contract Period: is likely to or fails to meet any Service Level Performance Measure or is likely to cause or causes a Critical Service Failure to occur, the Supplier shall immediately notify the Customer in writing and the Customer, in its absolute discretion and without prejudice to any other of its rights howsoever arising including under Clause 13 of this Call Off Contract (Service Levels and Service Credits), may: require the Supplier to immediately take all remedial action that is reasonable to mitigate the impact on the Customer and to rectify or prevent a Service Level Failure or Critical Service Level Failure from taking place or recurring; and if the action taken under paragraph (a) above has not already prevented or remedied the Service Level Failure or Critical Service Level Failure, the Customer shall be entitled to instruct the Supplier to comply with the Rectification Plan Process; or if a Service Level Failure has occurred, deduct from the Call Off Contract Charges the applicable Service Level Credits payable by the Supplier to the Customer in accordance with the calculation formula set out in Annex 1 of this Part A of this Contract Schedule 6Call Off Schedule; or if a Critical Service Level Failure has occurred, exercise its right to Compensation for Critical Service Level Failure in accordance with Clause 14 of this Call Off Contract (Critical Service Level Failure) (including subject, for the avoidance of doubt, the proviso in Clause 14.2.2 14.1.2 of this Call Off Contract in relation to Material Breach). Approval and implementation by the Customer of any Rectification Plan shall not relieve the Supplier of any continuing responsibility to achieve the Service Levels, or remedy any failure to do so, and no estoppels or waiver shall arise from any such Approval and/or implementation by the Customer. Annex 1 to this Part A of this Contract Call Off Schedule 6 sets out the formula used to calculate a Service Credit payable to the Customer as a result of a Service Level Failure in a given service period which, for the purpose of this Contract Schedule 6Call Off Schedule, shall be a recurrent period of [one Month] during the Call Off Contract Period (the “Service Period”). Annex 1 to this Part A of this Contract Schedule 6 includes details of each Service Credit available to each Service Level Performance Criterion if the applicable Service Level Performance Measure is not met by the Supplier. The Customer shall use the Performance Monitoring Reports supplied by the Supplier under Part B (Performance Monitoring) of this Contract Schedule 6 to verify the calculation and accuracy of the Service Credits, if any, applicable to each relevant Service Period. Service Credits are a reduction of the amounts payable in respect of the Goods and/or Services and do not include VAT. The Supplier shall set-off the value of any Service Credits against the appropriate invoice in accordance with calculation formula in Annex 1 of Part A of this Contract Schedule 6.

Service Levels. Annex 1 to this Part A of this Contract Call Off Schedule 6 sets out the Service Levels the performance of which the Parties have agreed to measure. The Supplier shall monitor its performance of this Call Off Contract by reference to the relevant performance criteria for achieving the Service Levels shown in Annex 1 to this Part A of this Contract Call Off Schedule 6 (the “Service Level Performance Criteria”) and shall send the Customer a Performance Monitoring Report detailing the level of service which was achieved in accordance with the provisions of Part B (Performance Monitoring) of this Contract Call Off Schedule 6. The Supplier shall, at all times, provide the Goods and/or Services in such a manner that the Service Levels Performance Measures are achieved. If the level of performance of the Supplier of any element of the provision by it of the Goods and/or Services during the Call Off Contract Period: is likely to or fails to meet any Service Level Performance Measure or is likely to cause or causes a Critical Service Failure to occur, the Supplier shall immediately notify the Customer in writing and the Customer, in its absolute discretion and without prejudice to any other of its rights howsoever arising including under Clause 13 13. of this Call Off Contract (Service Levels and Service CreditsLevels), may: require the Supplier to immediately take all remedial action that is reasonable to mitigate the impact on the Customer and to rectify or prevent a Service Level Failure or Critical Service Level Failure from taking place or recurring; and if the action taken under paragraph (a) above has not already prevented or remedied the Service Level Failure or Critical Service Level Failure, the Customer shall be entitled to instruct the Supplier to comply with the Rectification Plan Process; or if a Service Level Failure has occurred, deduct from the Call Off Contract Charges the applicable Service Level Credits payable by the Supplier to the Customer in accordance with the calculation formula set out in Annex 1 of this Part A of this Contract Call Off Schedule 6; or if a Critical Service Level Failure has occurred, exercise its right to Compensation for Critical Service Level Failure in accordance with Clause 14 14. of this Call Off Contract (Critical Service Level Failure) (including subject, for the avoidance of doubt, the proviso in Clause 14.2.2 of this Call Off Contract in relation to Material Breach). Approval and implementation by the Customer of any Rectification Plan shall not relieve the Supplier of any continuing responsibility to achieve the Service Levels, or remedy any failure to do so, and no estoppels or waiver shall arise from any such Approval and/or implementation by the Customer. Annex 1 to this Part A of this Contract Schedule 6 sets out the formula used to calculate a Service Levels Service Credit payable to the Customer as a result of a Service Level Failure in a given service period which, for the purpose of this Contract Schedule 6, shall be a recurrent period of [one Month] during the Contract Period (the “Service Period”). Annex 1 to this Part A of this Contract Schedule 6 includes details of each Service Credit available to each Period Service Level Performance Criterion if the applicable Key Indicator Service Level Performance Measure is not met by Service Level Threshold [Accurate and timely billing of Customer Accuracy /Timelines at least 98% at all times [ ] 0.5% Service Credit gained for each percentage under the Supplier. The specified Service Level Performance Measure Access to Customer shall use support Availability at least 98% at all times [ ] 0.5% Service Credit gained for each percentage under the specified Service Level Performance Monitoring Reports supplied by Measure Complaints Handling Availability/Timelines At least 98% at all times [ ] 0.5% Service Credit gained for each percentage under the Supplier specified Service Level Performance Measure Provision of specific Services Quality at least 98% at all times [ ] 2% Service Credit gained for each percentage under Part B (the specified Service Level Performance Monitoring) of this Contract Schedule 6 to verify the calculation and accuracy Measure Timely provision of the Services [** hours a day, ** days a week.] Services Availability at least 98% at all times [ ] 2% Service Credits, if any, applicable to Credit gained for each relevant percentage under the specified Service Period. Service Credits are a reduction of the amounts payable in respect of the Goods and/or Services and do not include VAT. The Supplier shall set-off the value of any Service Credits against the appropriate invoice in accordance with calculation formula in Annex 1 of Part A of this Contract Schedule 6.Level Performance Measure]

Service Levels. Annex 1 to this Part A of this Contract Call Off Schedule 6 sets out the Service Levels the performance of which the Parties have agreed to measure. The Supplier shall monitor its performance of this Call Off Contract by reference to the relevant performance criteria for achieving the Service Levels shown in Annex 1 to this Part A of this Contract Call Off Schedule 6 (the “Service Level Performance Criteria”) and shall send the Customer a Performance Monitoring Report detailing the level of service which was achieved in accordance with the provisions of Part B (Performance Monitoring) of this Contract Call Off Schedule 6. The Supplier shall, at all times, provide the Goods and/or Services in such a manner that the Service Levels Performance Measures are achieved. If the level of performance of the Supplier of any element of the provision by it of the Goods and/or Services during the Call Off Contract Period: is likely to or fails to meet any Service Level Performance Measure or is likely to cause or causes a Critical Service Failure to occur, the Supplier shall immediately notify the Customer in writing and the Customer, in its absolute discretion and without prejudice to any other of its rights howsoever arising including under Clause 13 of this Call Off Contract (Service Levels and Service Credits), may: require the Supplier to immediately take all remedial action that is reasonable to mitigate the impact on the Customer and to rectify or prevent a Service Level Failure or Critical Service Level Failure from taking place or recurring; and if the action taken under paragraph (a) above has not already prevented or remedied the Service Level Failure or Critical Service Level Failure, the Customer shall be entitled to instruct the Supplier to comply with the Rectification Plan Process; or if a Service Level Failure has occurred, deduct from the Call Off Contract Charges the applicable Service Level Credits payable by the Supplier to the Customer in accordance with the calculation formula set out in Annex 1 of this Part A of this Contract Call Off Schedule 6; or if a Critical Service Level Failure has occurred, exercise its right to Compensation for Critical Service Level Failure in accordance with Clause 14 of this Call Off Contract (Critical Service Level Failure) (including subject, for the avoidance of doubt, the proviso in Clause 14.2.2 of this Call Off Contract in relation to Material Breach). Approval and implementation by the Customer of any Rectification Plan shall not relieve the Supplier of any continuing responsibility to achieve the Service Levels, or remedy any failure to do so, and no estoppels or waiver shall arise from any such Approval and/or implementation by the Customer. Annex 1 to this Part A of this Contract Call Off Schedule 6 sets out the formula used to calculate a Service Credit payable to the Customer as a result of a Service Level Failure in a given service period which, for the purpose of this Contract Call Off Schedule 6, shall be a recurrent period of [one Month] Month during the Call Off Contract Period (the “Service Period”). Annex 1 to this Part A of this Contract Call Off Schedule 6 includes details of each Service Credit available to each Service Level Performance Criterion if the applicable Service Level Performance Measure is not met by the Supplier. The Customer shall use the Performance Monitoring Reports supplied by the Supplier under Part B (Performance Monitoring) of this Contract Call Off Schedule 6 to verify the calculation and accuracy of the Service Credits, if any, applicable to each relevant Service Period. Service Credits are a reduction of the amounts payable in respect of the Goods and/or Services and do not include VAT. The Supplier shall set-off the value of any Service Credits against the appropriate invoice in accordance with calculation formula in Annex 1 of Part A of this Contract Call Off Schedule 6.

Service Levels. Annex 1 to this Part A of this Contract Lease Agreement Schedule 6 sets out the Service Levels the performance of which the Parties have agreed to measure. The Supplier shall monitor its performance of this Contract Lease Agreement by reference to the relevant performance criteria for achieving the Service Levels shown in Annex 1 to this Part A of this Contract Lease Agreement Schedule 6 (the “Service Level Performance Criteria”) and shall send the Customer a Performance Monitoring Report detailing the level of service which was achieved in accordance with the provisions of Part B (Performance Monitoring) of this Contract Lease Agreement Schedule 6. The Supplier shall, at all times, provide the Goods and/or Services in such a manner that the Service Levels Performance Measures are achieved. If the level of performance of the Supplier of any element of the provision by it of the Goods and/or Services during the Contract Lease Agreement Period: is likely to or fails to meet any Service Level Performance Measure or is likely to cause or causes a Critical Service Failure to occur, the Supplier shall immediately notify the Customer in writing and the Customer, in its absolute discretion and without prejudice to any other of its rights howsoever arising including under Clause 13 16 of this Contract Lease Agreement (Service Levels and Service Credits), may: require the Supplier to immediately take all remedial action that is reasonable to mitigate the impact on the Customer and to rectify or prevent a Service Level Failure or Critical Service Level Failure from taking place or recurring; and if the action taken under paragraph (a) above has not already prevented or remedied the Service Level Failure or Critical Service Level Failure, the Customer shall be entitled to instruct the Supplier to comply with the Rectification Plan Process; or if a Service Level Failure has occurred, deduct from the Contract Lease Agreement Charges the applicable Service Level Credits payable by the Supplier to the Customer in accordance with the calculation formula set out in Annex 1 of this Part A of this Contract Lease Agreement Schedule 6; or if a Critical Service Level Failure has occurred, exercise its right to Compensation for Critical Service Level Failure in accordance with Clause 14 17 of this Contract Lease Agreement (Critical Service Level Failure) (including subject, for the avoidance of doubt, the proviso in Clause 14.2.2 17.2.2 of this Contract Lease Agreement in relation to Material Breach). Approval and implementation by the Customer of any Rectification Plan shall not relieve the Supplier of any continuing responsibility to achieve the Service Levels, or remedy any failure to do so, and no estoppels or waiver shall arise from any such Approval and/or implementation by the Customer. Annex 1 to this Part A of this Contract Lease Agreement Schedule 6 sets out the formula used to calculate a Service Credit payable to the Customer as a result of a Service Level Failure in a given service period which, for the purpose of this Contract Lease Agreement Schedule 6, shall be a recurrent period of [one Month] Month during the Contract Lease Agreement Period (the “Service Period”). Annex 1 to this Part A of this Contract Lease Agreement Schedule 6 includes details of each Service Credit available to each Service Level Performance Criterion if the applicable Service Level Performance Measure is not met by the Supplier. The Customer shall use the Performance Monitoring Reports supplied by the Supplier under Part B (Performance Monitoring) of this Contract Lease Agreement Schedule 6 to verify the calculation and accuracy of the Service Credits, if any, applicable to each relevant Service Period. Service Credits are a reduction of the amounts payable in respect of the Goods and/or Services and do not include VAT. The Supplier shall set-off the value of any Service Credits against the appropriate invoice in accordance with calculation formula in Annex 1 of Part A of this Contract Lease Agreement Schedule 6.

Service Levels. Annex 1 The Supplier shall provide the Services to this Part A of this Contract Schedule 6 sets out meet or exceed the Service Levels the performance of which the Parties have agreed and any failure to measure. The Supplier shall monitor its performance of this Contract by reference to the relevant performance criteria for achieving meet the Service Levels shown in Annex 1 shall entitle the Contracting Body to this Part A of this Contract Schedule 6 (the “Service Level Performance Criteria”) and shall send the Customer a Performance Monitoring Report detailing the level of service which was achieved Credits calculated in accordance with the provisions of Part B (Performance Monitoring) schedule 6 or in the event of this Contract Schedule 6. The Supplier shall, at all times, provide the Goods and/or Services in such a manner that the Service Levels Performance Measures are achieved. If the level of performance of the Supplier of any element of the provision by it of the Goods and/or Services during the Contract Period: is likely to or fails to meet any Service Level Performance Measure or is likely to cause or causes a Critical Service Failure shall give rise to occur, a right for the Supplier shall immediately notify Contracting Body to terminate the Customer in writing and Contract with immediate effect upon giving written notice to the Customer, in its absolute discretion and without Supplier. Without prejudice to any other of its rights howsoever arising including remedies available to the Authority whether under Clause 13 of this Contract (Service Levels and Service Credits), may: require the Supplier to immediately take all remedial action that is reasonable to mitigate the impact on the Customer and to rectify or prevent a Service Level Failure or Critical Service Level Failure from taking place or recurring; and if the action taken under paragraph (a) above has not already prevented or remedied the Service Level Failure or Critical Service Level Failure, the Customer shall be entitled to instruct the Supplier to comply with the Rectification Plan Process; or if a Service Level Failure has occurred, deduct from the Contract Charges or otherwise: in the applicable Service Level Credits payable by the Supplier to the Customer in accordance with the calculation formula set out in Annex 1 of this Part A of this Contract Schedule 6; or if a Critical Service Level Failure has occurred, exercise its right to Compensation for Critical Service Level Failure in accordance with Clause 14 of this Contract (Critical Service Level Failure) (including subject, for the avoidance of doubt, the proviso in Clause 14.2.2 of this Contract in relation to Material Breach). Approval and implementation by the Customer event of any Rectification Plan shall not relieve the Supplier of any continuing responsibility failure to achieve meet the Service Levels, or the Supplier and Contracting Body shall notify the other in writing of such failure, provided that such notification shall not be a condition precedent to the Contracting Body's entitlement to Service Credits; the Service Credits shall be an exclusive remedy any for failure to do so, meet the Service Levels and no estoppels or waiver shall arise from any such Approval and/or implementation be regarded as a genuine pre-estimate of loss and as an abatement of Charges reflecting loss suffered by the Customer. Annex 1 to this Part A of this Contract Schedule 6 sets out the formula used to calculate a Service Credit payable to the Customer Contracting Body as a result of a failure to meet the Service Level Failure in Levels and shall not be regarded as onerous or a given service period which, penalty; the Supplier shall credit the Contracting Body with the Service Credits on a credit note for the purpose of this Contract Schedule 6, shall be a recurrent period of [one Month] during month following the Contract Period (date upon which the “Service Period”). Annex 1 to this Part A of this Contract Schedule 6 includes details of each Service Credit available to each Service Level Performance Criterion if the applicable Service Level Performance Measure is not met by the Supplier. The Customer shall use the Performance Monitoring Reports supplied by the Supplier under Part B (Performance Monitoring) of this Contract Schedule 6 to verify the calculation and accuracy breach of the Service Credits, if any, applicable to each relevant Service Period. Service Credits are a reduction of the amounts payable in respect of the Goods and/or Services and do not include VATLevels occurred. The Supplier shall set-off specify in a credit note rendered by it to the value Contracting Body, the amount deducted from the Charges by way of Service Credits, identifying in each case the failure(s) giving rise to such Service Credits. The Contracting Body shall notify the Supplier within twenty (20) Working Days of receipt of each such credit note if it disagrees with the Supplier’s calculation of Service Credits. Any disagreement in relation to the calculation of Service Credits shall be resolved in accordance with the Dispute Resolution Procedure; no payment or concession to the Supplier by the Contracting Body or other act or omission of the Contracting Body shall in any way affect its rights to the Service Credits or be deemed to be a waiver of the right of the Contracting Body to recover any Service Credits against unless such waiver has been expressly made in writing by the appropriate invoice in accordance with calculation formula in Annex 1 of Part A of this Contract Schedule 6Contracting Body.

Service Levels. Annex 1 8.1 The Contractor shall provide the Services to this Part A of this Contract Schedule 6 sets out meet or exceed the Service Levels from the performance of which the Parties have agreed to measureServices Commencement Date. The Supplier shall monitor its performance remaining provisions of this Contract by reference clause 8 (Service Levels) are subject to the relevant performance criteria for achieving the Service Levels shown in Annex 1 to this Part A of this Contract Schedule 6 (the “Service Level Performance Criteria”) and shall send the Customer a Performance Monitoring Report detailing the level of service which was achieved in accordance with the provisions of Part B clause 9 (Performance Monitoring) Effect of this Contract Schedule 6. The Supplier shall, at all times, provide the Goods and/or Services in such Customer Cause). 8.2 If there is a manner that the Service Levels Performance Measures are achieved. If the level of performance of the Supplier of any element of the provision by it of the Goods and/or Services during the Contract Period: is likely to or fails to meet any Service Level Performance Measure or is likely to cause or causes a Critical Service Failure to occuror if the Contractor believes that there will be a Service Failure, the Supplier shall immediately Contractor shall: 8.2.1 notify the Customer in writing and immediately of the Service Failure or likely Service Failure; 8.2.2 (if requested by the Customer) provide the Customer with a Remedial Plan of the action that it will take to rectify the Service Failure or to prevent the Service Failure from taking place or recurring, in its absolute discretion and without prejudice to any other of its rights howsoever arising including within 10 Working Days from the day the Contractor notifies the Customer under Clause 13 of this Contract (Service Levels and Service Credits), may: require the Supplier to immediately clause 8.2.1; 8.2.3 take all remedial action that is reasonable to mitigate the impact on the Customer and to rectify or to prevent a the Service Level Failure or Critical Service Level Failure from taking place or recurring; and 8.2.4 carry out the Remedial Plan agreed under clause 8.2.2 in accordance with its terms. 8.3 Where Service Credits are not provided as a remedy for a Service Failure and if the action taken under paragraph (a) above Contractor has not already prevented or failed to address such a Service Failure to the reasonable satisfaction of the Customer, then the Customer may, on written notice to the Contractor, withhold a reasonable and proportionate amount of the Charges for those Services until such time as the relevant Service Failure is remedied. Provided that the relevant Service Failure is remedied, the Customer shall resume payment of the relevant part of the Charges, including [subject to clause 8.4] payment of the amount retained. 8.4 [Where the Customer has retained sums pursuant to clause 8.3 and the Contractor has since remedied the a relevant Service Level Failure or Critical Service Level Failure, the Customer shall be entitled to instruct set-off its losses incurred as a result of the Supplier Contractor’s initial failure to comply with remedy the Rectification Plan Process; or if a Service Failure from any payment of such retained amount]. 8.5 The Customer and the Contractor shall review the Service Levels every six months throughout the Contract Period to ensure that the Service Level Failure has occurred, deduct from Regime(s) continue to achieve the Contract Charges objectives specified in schedule S.2.3 (Service Levels and Performance Monitoring). If as a result of such review either party considers that any change to the applicable Service Level Credits payable by the Supplier to the Customer Regime(s) is required, any changes shall be made in accordance with the calculation formula set out in Annex 1 of this Part A of this Contract Schedule 6; or if Change Control Procedure, provided that prior to submitting a Critical Service Level Failure has occurred, exercise its right to Compensation for Critical Service Level Failure in accordance with Clause 14 of this Contract (Critical Service Level Failure) (including subject, for Change Request the avoidance of doubt, parties shall refer the proviso in Clause 14.2.2 of this Contract in relation to Material Breach). Approval and implementation by the Customer of any Rectification Plan shall not relieve the Supplier of any continuing responsibility to achieve the Service Levels, or remedy any failure to do so, and no estoppels or waiver shall arise from any such Approval and/or implementation by the Customer. Annex 1 to this Part A of this Contract Schedule 6 sets out the formula used to calculate a Service Credit payable matter to the Customer as a result of a and shall not implement any Contract Changes relating to the Service Level Failure in a given service period which, for Regime (s) without the purpose of this Contract Schedule 6, shall be a recurrent period of [one Month] during the Contract Period (the “Service Period”). Annex 1 to this Part A of this Contract Schedule 6 includes details of each Service Credit available to each Service Level Performance Criterion if the applicable Service Level Performance Measure is not met by the Supplier. The Customer shall use the Performance Monitoring Reports supplied by the Supplier under Part B (Performance Monitoring) of this Contract Schedule 6 to verify the calculation and accuracy prior written consent of the Service Credits, if any, applicable to each relevant Service Period. Service Credits are a reduction of the amounts payable in respect of the Goods and/or Services and do not include VAT. The Supplier shall set-off the value of any Service Credits against the appropriate invoice in accordance with calculation formula in Annex 1 of Part A of this Contract Schedule 6Customer.

Service Levels. Annex 1 to this Part A of this Contract Call Off Schedule 6 sets out the Service Levels the performance of which the Parties have agreed to measure. The Supplier shall monitor its performance of this Call Off Contract by reference to the relevant performance criteria for achieving the Service Levels shown in Annex 1 to this Part A of this Contract Call Off Schedule 6 (the “Service Level Performance Criteria”) and shall send the Customer a Performance Monitoring Report detailing the level of service which was achieved in accordance with the provisions of Part B (Performance Monitoring) of this Contract Call Off Schedule 6. The Supplier shall, at all times, provide the Goods Products and/or Services in such a manner that the Service Levels Performance Measures are achieved. If the level of performance of the Supplier of any element of the provision by it of the Goods Products and/or Services during the Call Off Contract Period: is likely to or fails to meet any Service Level Performance Measure or is likely to cause or causes a Critical Service Failure to occur, the Supplier shall immediately notify the Customer in writing and the Customer, in its absolute discretion and without prejudice to any other of its rights howsoever arising including under Clause 13 15 of this Call Off Contract (Service Levels and Service Credits), may: require the Supplier to immediately take all remedial action that is reasonable to mitigate the impact on the Customer and to rectify or prevent a Service Level Failure or Critical Service Level Failure from taking place or recurring; and if the action taken under paragraph (a) above has not already prevented or remedied the Service Level Failure or Critical Service Level Failure, the Customer shall be entitled to instruct the Supplier to comply with the Rectification Plan Process; or if a Service Level Failure has occurred, deduct from the Call Off Contract Charges the applicable Service Level Credits payable by the Supplier to the Customer in accordance with the calculation formula set out in Annex 1 of this Part A of this Contract Call Off Schedule 6; or if a Critical Service Level Failure has occurred, exercise its right to Compensation for Critical Service Level Failure in accordance with Clause 14 16 of this Call Off Contract (Critical Service Level Failure) (including subject, for the avoidance of doubt, the proviso in Clause 14.2.2 16.2.2 of this Call Off Contract in relation to Material Breach). Approval and implementation by the Customer of any Rectification Plan shall not relieve the Supplier of any continuing responsibility to achieve the Service Levels, or remedy any failure to do so, and no estoppels or waiver shall arise from any such Approval and/or implementation by the Customer. Annex 1 to this Part A of this Contract Call Off Schedule 6 sets out the formula used to calculate a Service Credit payable to the Customer as a result of a Service Level Failure in a given service period which, for the purpose of this Contract Call Off Schedule 6, shall be a recurrent period of [one Month] during the Call Off Contract Period (the “Service Period”). Annex 1 to this Part A of this Contract Call Off Schedule 6 includes details of each Service Credit available to each Service Level Performance Criterion if the applicable Service Level Performance Measure is not met by the Supplier. The Customer shall use the Performance Monitoring Reports supplied by the Supplier under Part B (Performance Monitoring) of this Contract Call Off Schedule 6 to verify the calculation and accuracy of the Service Credits, if any, applicable to each relevant Service Period. Service Credits are a reduction of the amounts payable in respect of the Goods Products and/or Services and Servicesand do not include VAT. The Supplier shall set-off the value of any Service Credits against the appropriate invoice in accordance with calculation formula in Annex 1 of Part A of this Contract Call Off Schedule 6.

Service Levels. Annex 1 to this Part A of this Contract Call Off Schedule 6 sets out the Service Levels the performance of which the Parties have agreed to measure. The Supplier shall monitor its performance of this Call Off Contract by reference to the relevant performance criteria for achieving the Service Levels shown in Annex 1 to this Part A of this Contract Call Off Schedule 6 (the “Service Level Performance Criteria”) and shall send the Customer a Performance Monitoring Report detailing the level of service which was achieved in accordance with the provisions of Part B (Performance Monitoring) of this Contract Call Off Schedule 6. The Supplier shall, at all times, provide the Goods and/or Services in such a manner that the Service Levels Performance Measures are achieved. If the level of performance of the Supplier of any element of the provision by it of the Goods and/or Services during the Call Off Contract Period: is likely to or fails to meet any Service Level Performance Measure or is likely to cause or causes a Critical Service Failure to occur, the Supplier shall immediately notify the Customer in writing and the Customer, in its absolute discretion and without prejudice to any other of its rights howsoever arising including under Clause 13 15 of this Call Off Contract (Service Levels and Service Credits), may: require the Supplier to immediately take all remedial action that is reasonable to mitigate the impact on the Customer and to rectify or prevent a Service Level Failure or Critical Service Level Failure from taking place or recurring; and if the action taken under paragraph (a) above has not already prevented or remedied the Service Level Failure or Critical Service Level Failure, the Customer shall be entitled to instruct the Supplier to comply with the Rectification Plan Process; or if a Service Level Failure has occurred, deduct from the Call Off Contract Charges the applicable Service Level Credits payable by the Supplier to the Customer in accordance with the calculation formula set out in Annex 1 of this Part A of this Contract Call Off Schedule 6; or if a Critical Service Level Failure has occurred, exercise its right to Compensation for Critical Service Level Failure in accordance with Clause 14 16 of this Call Off Contract (Critical Service Level Failure) (including subject, for the avoidance of doubt, the proviso in Clause 14.2.2 16.2.2 of this Call Off Contract in relation to Material Breach). Approval and implementation by the Customer of any Rectification Plan shall not relieve the Supplier of any continuing responsibility to achieve the Service Levels, or remedy any failure to do so, and no estoppels or waiver shall arise from any such Approval and/or implementation by the Customer. Annex 1 to this Part A of this Contract Call Off Schedule 6 sets out the formula used to calculate a Service Credit payable to the Customer as a result of a Service Level Failure in a given service period which, for the purpose of this Contract Call Off Schedule 6, shall be a recurrent period of [one Month] during the Call Off Contract Period (the “Service Period”). Annex 1 to this Part A of this Contract Call Off Schedule 6 includes details of each Service Credit available to each Service Level Performance Criterion if the applicable Service Level Performance Measure is not met by the Supplier. The Customer shall use the Performance Monitoring Reports supplied by the Supplier under Part B (Performance Monitoring) of this Contract Call Off Schedule 6 to verify the calculation and accuracy of the Service Credits, if any, applicable to each relevant Service Period. Service Credits are a reduction of the amounts payable in respect of the Goods and/or Services and do not include VAT. The Supplier shall set-off the value of any Service Credits against the appropriate invoice in accordance with calculation formula in Annex 1 of Part A of this Contract Call Off Schedule 6.

Service Levels. Annex 1 to this Part A of this Contract Call Off Schedule 6 sets out the Service Levels the performance of which the Parties have agreed to measure. The Supplier shall monitor its performance of this Call Off Contract by reference to the relevant performance criteria for achieving the Service Levels shown in Annex 1 to this Part A of this Contract Call Off Schedule 6 (the “Service Level Performance Criteria”) and shall send the Customer Contracting Authority a Performance Monitoring Report detailing the level of service which was achieved in accordance with the provisions of Part B (Performance Monitoring) of this Contract Schedule 6Call Off Schedule. The Supplier shall, at all times, provide the Goods and/or Services in such a manner that the Service Levels Performance Measures are achieved. If the level of performance of the Supplier of any element of the provision by it of the Goods and/or Services during the Call Off Contract Period: is likely to or fails to meet any Service Level Performance Measure or is likely to cause or causes a Critical Service Failure to occur, the Supplier shall immediately notify the Customer Contracting Authority in writing and the CustomerContracting Authority, in its absolute discretion and without prejudice to any other of its rights howsoever arising including under Clause 13 of this Call Off Contract (Service Levels and Service Credits), may: require the Supplier to immediately take all remedial action that is reasonable to mitigate the impact on the Customer Contracting Authority and to rectify or prevent a Service Level Failure or Critical Service Level Failure from taking place or recurring; and if the action taken under paragraph (a) above has not already prevented or remedied the Service Level Failure or Critical Service Level Failure, the Customer Contracting Authority shall be entitled to instruct the Supplier to comply with the Rectification Plan Process; or if a Service Level Failure has occurred, deduct from the Call Off Contract Charges the applicable Service Level Credits payable by the Supplier to the Customer Contracting Authority in accordance with the calculation formula set out in Annex 1 of this Part A of this Contract Schedule 6Call Off Schedule; or if a Critical Service Level Failure has occurred, exercise its right to Compensation for Critical Service Level Failure in accordance with Clause 14 of this Call Off Contract (Critical Service Level Failure) (including subject, for the avoidance of doubt, the proviso in Clause 14.2.2 14.1.2 of this Call Off Contract in relation to Material Breach). Approval and implementation by the Customer Contracting Authority of any Rectification Plan shall not relieve the Supplier of any continuing responsibility to achieve the Service Levels, or remedy any failure to do so, and no estoppels or waiver shall arise from any such Approval and/or implementation by the Customer. Annex 1 to this Part A of this Contract Schedule 6 sets out the formula used to calculate a Service Credit payable to the Customer as a result of a Service Level Failure in a given service period which, for the purpose of this Contract Schedule 6, shall be a recurrent period of [one Month] during the Contract Period (the “Service Period”). Annex 1 to this Part A of this Contract Schedule 6 includes details of each Service Credit available to each Service Level Performance Criterion if the applicable Service Level Performance Measure is not met by the Supplier. The Customer shall use the Performance Monitoring Reports supplied by the Supplier under Part B (Performance Monitoring) of this Contract Schedule 6 to verify the calculation and accuracy of the Service Credits, if any, applicable to each relevant Service Period. Service Credits are a reduction of the amounts payable in respect of the Goods and/or Services and do not include VAT. The Supplier shall set-off the value of any Service Credits against the appropriate invoice in accordance with calculation formula in Annex 1 of Part A of this Contract Schedule 6Contracting Authority.

Service Levels. Annex 1 to this Part A of this Contract Schedule 6 sets out This Clause 13. shall apply where the Customer has specified Service Levels in the performance of which Call Off Order Form. Where the Customer has specified Service Levels, sub-clauses 13.2, 13.3 and 13.7 shall apply. When this Clause 13.2 applies, the Parties have agreed to measure. The Supplier shall monitor its performance of this Contract by reference to the relevant performance criteria for achieving the Service Levels shown in Annex 1 to this Part A of this Contract Schedule 6 (the “Service Level Performance Criteria”) and shall send the Customer a Performance Monitoring Report detailing the level of service which was achieved in accordance also comply with the provisions of Part B A (Service Levels) of Call Off Schedule 6 (Service Levels and Performance Monitoring) of this Contract Schedule 6). The Supplier shall, shall at all times, times during the Call Off Contract Period provide the Goods and/or Services in such a manner that the Service Levels Performance Measures are achieved. If the level of performance of the Supplier of any element of the provision by it of the Goods and/or Services during the Contract Period: is likely to or fails to meet any or exceed the Service Level Performance Measure or is likely to cause or causes for each Service Level Performance Criterion. The Supplier acknowledges that any Service Level Failure may have a Critical Service Failure to occur, material adverse impact on the Supplier shall immediately notify business and operations of the Customer and that it shall entitle the Customer to the rights set out in writing and the Customer, in its absolute discretion and without prejudice to any other Part A of its rights howsoever arising including under Clause 13 of this Contract Call Off Schedule 6 (Service Levels and Service CreditsPerformance Monitoring), may: require the Supplier to immediately take all remedial action that is reasonable to mitigate the impact on the Customer and to rectify or prevent a Service Level Failure or Critical Service Level Failure from taking place or recurring; and if the action taken under paragraph (a) above has not already prevented or remedied the Service Level Failure or Critical Service Level Failure. Not used. Not used. Not more than once in each Call Off Contract Year, the Customer may, on giving the Supplier at least three (3) Months’ notice, change the weighting of Service Level Performance Measure in respect of one or more Service Level Performance Criteria and the Supplier shall not be entitled to instruct object to, or increase the Supplier to comply with Call Off Contract Charges as a result of such changes, provided that: the Rectification Plan Process; or if a total number of Service Level Failure has occurredPerformance Criteria for which the weighting is to be changed does not exceed the number set out, deduct from for the Contract Charges purposes of this clause, in the applicable Service Level Credits payable by Call Off Order Form; the Supplier principal purpose of the change is to reflect changes in the Customer’s business requirements and/or priorities or to reflect changing industry standards; and there is no change to the Service Credit Cap. This Clause 14. shall apply if the Customer in accordance with the calculation formula set out in Annex 1 of this Part A of this Contract Schedule 6; or if has specified a Critical Service Level Failure has occurred, exercise its right in the Call Off Order Form. On the occurrence of a Critical Service Level Failure: Not used. the Customer shall (subject to the Service Credit Cap set out in Clause 36.(a) (Financial Limits)) be entitled to withhold and retain as compensation for the Critical Service Level Failure a sum equal to any Call Off Contract Charges which would otherwise have been due to the Supplier in respect of that Service Period (“Compensation for Critical Service Level Failure in accordance with Clause 14 Failure"), provided that the operation of this Clause 14.2 shall be without prejudice to the right of the Customer to terminate this Call Off Contract (and/or to claim damages from the Supplier for material Default as a result of such Critical Service Level Failure) (including subject, for . The Supplier: agrees that the avoidance application of doubt, the proviso in Clause 14.2.2 of this Contract in relation to Material Breach). Approval and implementation by the Customer of any Rectification Plan shall not relieve the Supplier of any continuing responsibility to achieve the Service Levels, or remedy any failure to do so, and no estoppels or waiver shall arise from any such Approval and/or implementation by the Customer. Annex 1 to this Part A of this Contract Schedule 6 sets out the formula used to calculate 14.2 is commercially justifiable where a Service Credit payable to the Customer as a result of a Critical Service Level Failure in a given service period which, occurs; and acknowledges that it has taken legal advice on the application of Clause 14.2 and has had the opportunity to price for that risk when calculating the purpose of this Call Off Contract Schedule 6, shall be a recurrent period of [one Month] during the Contract Period (the “Service Period”). Annex 1 to this Part A of this Contract Schedule 6 includes details of each Service Credit available to each Service Level Performance Criterion if the applicable Service Level Performance Measure is not met by the Supplier. The Customer shall use the Performance Monitoring Reports supplied by the Supplier under Part B (Performance Monitoring) of this Contract Schedule 6 to verify the calculation and accuracy of the Service Credits, if any, applicable to each relevant Service Period. Service Credits are a reduction of the amounts payable in respect of the Goods and/or Services and do not include VAT. The Supplier shall set-off the value of any Service Credits against the appropriate invoice in accordance with calculation formula in Annex 1 of Part A of this Contract Schedule 6Charges.

Service Levels. Annex 1 12.1 For any part or parts of the Hosting Services, the Hosting Supplier shall provide the Hosting Services to this Part A of this Contract Schedule 6 sets out meet or exceed the Service Levels from the performance of which the Parties have agreed to measureEffective Date or any applicable SCD Milestone as set out in any Project Plan. The Supplier shall monitor its performance remaining provisions of this Contract by reference clause 12 are subject to the relevant performance criteria for achieving the Service Levels shown in Annex 1 to this Part A of this Contract Schedule 6 (the “Service Level Performance Criteria”) and shall send the Customer a Performance Monitoring Report detailing the level of service which was achieved in accordance with the provisions of Part B clause 13 (Performance MonitoringLiability in the Operational Phase). 12.2 If there is a Service Failure or if the Hosting Supplier believes that there will be a Service Failure, the Hosting Supplier shall notify the Authority promptly of the Service Failure or likely Service Failure and immediately take all remedial action that is necessary to rectify and/or (as the case may be) of this Contract Schedule 6. The to prevent the Service Failure from taking place or recurring. 12.3 If there is a Service Level Failure, or if the Hosting Supplier believes that there will be a Service Level Failure, the Hosting Supplier shall, at all times, provide the Goods and/or Services in such a manner that the Service Levels Performance Measures are achieved. If the level of performance of the Supplier of any element of the provision by it of the Goods and/or Services during the Contract Period: is likely to or fails to meet any Service Level Performance Measure or is likely to cause or causes a Critical Service Failure to occur, the Supplier shall immediately : 12.3.1 notify the Customer in writing Authority and the Customer, in its absolute discretion and without prejudice to any other of its rights howsoever arising including under Clause 13 of this Contract (Service Levels and Service Credits), may: require the Supplier to immediately take all remedial action that is reasonable to mitigate rectify and/or (as the impact on case may be) to prevent the Customer and to rectify or prevent a Service Level Failure from taking place or Critical recurring; 12.3.2 where required in accordance with schedule 2.2 (Service Performance Management), provide the Authority with and/or contribute to a Recovery Plan setting out the action that it will take to rectify the Service Level Failure and/or (as the case may be) to prevent the Service Level Failure from taking place or recurring; and 12.3.3 carry out any Recovery Plan agreed in accordance with this clause 12 in accordance with its terms. 12.4 Subject to any Service Credit limit set out at paragraph 9.4 of schedule 7.1 (Charging and if Invoicing) and other provisions in schedule 2.2 (Service Performance Management), where applicable the action taken Hosting Supplier shall automatically credit the Authority with Service Credits in accordance with schedule 7.1 (Charging and Invoicing). Service Credits shall be shown as a deduction from the amount due from the Authority to the Hosting Supplier in the next invoice then due to be issued under paragraph this Agreement. If no invoice is due to be issued then the Hosting Supplier shall issue a credit note against the previous invoice and the amount for the Service Credits shall be repayable by the Hosting Supplier as a debt within ten (a10) above has not already prevented Working Days of issue. 12.5 Where Service Credits are provided as a remedy for Service Level Failure in respect of the relevant Hosting Services they shall be the Authority's exclusive financial remedy except where: 12.5.1 the aggregate number of Service Level Failures which relate to the same or remedied to different parts of the Hosting Services exceeds thirty (30) over a period of three consecutive months, or the aggregate number of Service Level Failures which relate to the same part of the Hosting Services exceeds six (6) over a period of three consecutive months, and for the purposes of this clause 12.5.1 only the Service Level Failure or Critical Failures are primarily caused by the Hosting Supplier; 12.5.2 any Service Level Failure, Failure exceeds the Customer shall be entitled Service Level Threshold or a Termination Threshold; 12.5.3 the failure to instruct perform the Supplier to comply Hosting Services in accordance with the Rectification Plan Process; Service Levels has arisen due to theft, gross negligence, fraud, or if wilful default; 12.5.4 a Service Level Failure has occurred, deduct from the Contract Charges the applicable Service Level Credits payable by the Supplier results in: 12.5.4.1 corruption or loss of data; or 12.5.4.2 subject to the Customer provisions of the clarification numbered 7 in accordance with Appendix 5 to schedule 4.1 (Hosting Supplier Solution), a threat to the calculation formula set out in Annex 1 security of the Authority or any of its operations; 12.5.5 the Authority is otherwise entitled to or does terminate this Part A of this Contract Schedule 6; or if a Critical Service Level Failure has occurred, exercise its right to Compensation for Critical Service Level Failure in accordance with Clause 14 of this Contract (Critical Service Level Failure) (including subject, Agreement for the avoidance of doubt, the proviso in Clause 14.2.2 of this Contract in relation Hosting Supplier's Default pursuant to Material Breach). Approval clauses 57.1 and implementation by the Customer of any Rectification Plan shall 57.3; or 12.5.6 schedule 2.2 (Service Performance Management) provides otherwise. 12.6 Where Service Credits are not relieve the Supplier of any continuing responsibility to achieve the Service Levels, or provided as a remedy any failure to do so, and no estoppels or waiver shall arise from any such Approval and/or implementation by the Customer. Annex 1 to this Part A of this Contract Schedule 6 sets out the formula used to calculate for a Service Credit payable Failure and the Hosting Supplier has failed to address such a Service Failure to the Customer as reasonable satisfaction of the Authority, then the Authority may exercise the following rights and remedies: 12.6.1 on written notice to the Hosting Supplier, withhold a result of a Service Level Failure in a given service period which, for the purpose of this Contract Schedule 6, shall be a recurrent period of [one Month] during the Contract Period (the “Service Period”). Annex 1 to this Part A of this Contract Schedule 6 includes details of each Service Credit available to each Service Level Performance Criterion if the applicable Service Level Performance Measure is not met by the Supplier. The Customer shall use the Performance Monitoring Reports supplied by the Supplier under Part B (Performance Monitoring) of this Contract Schedule 6 to verify the calculation reasonable and accuracy proportionate amount of the Service CreditsCharges for those Hosting Services until such time as the relevant Service Failure is remedied. Provided that the relevant Service Failure is remedied (and adequate steps are taken to prevent re-occurrence) to the Authority’s satisfaction, the Authority shall resume payment of the relevant part of the Service Charges, including payment of the amount retained; and/or 12.6.2 require the Hosting Supplier to provide a draft Recovery Plan of the action that the Hosting Supplier will take and actions which it considers the Authority and, if anyappropriate, applicable an Other FITS Supplier should take to each relevant restore the Service Period. Levels and to prevent the Service Credits are a reduction Failure(s) from reoccurring in the future. 12.7 Where the Authority invokes its right pursuant to clause 12.6.2, the Hosting Supplier shall: 12.7.1 submit the draft Recovery Plan for the Authority’s approval within ten (10) Working Days from receipt of the amounts payable in respect of the Goods and/or Services and do not include VAT. The Supplier shall set-off the value of any Service Credits against the appropriate invoice in accordance with calculation formula in Annex 1 of Part A of this Contract Schedule 6Authority’s notice pursuant to clause 12.6.

Service Levels. Annex 1 to this Part A of this Contract Call Off Schedule 6 sets out the Service Levels the performance of which the Parties have agreed to measure. The Supplier shall monitor its performance of this Call Off Contract by reference to the relevant performance criteria for achieving the Service Levels shown in Annex 1 to this Part A of this Contract Call Off Schedule 6 (the “Service Level Performance Criteria”) and shall send the Customer a Performance Monitoring Report detailing the level of service which was achieved in accordance with the provisions of Part B (Performance Monitoring) of this Contract Schedule 6Call Off Schedule. The Supplier shall, at all times, provide the Goods and/or Services in such a manner that the Service Levels Performance Measures are achieved. If the level of performance of the Supplier of any element of the provision by it of the Goods and/or Services during the Call Off Contract Period: is likely to or fails to meet any Service Level Performance Measure or is likely to cause or causes a Critical Service Failure to occur, the Supplier shall immediately notify the Customer in writing and the Customer, in its absolute discretion and without prejudice to any other of its rights howsoever arising including under Clause 13 14. of this Call Off Contract (Service Levels and Service Credits), may: require the Supplier to immediately take all remedial action that is reasonable to mitigate the impact on the Customer and to rectify or prevent a Service Level Failure or Critical Service Level Failure from taking place or recurring; and if the action taken under paragraph (a) above has not already prevented or remedied the Service Level Failure or Critical Service Level Failure, the Customer shall be entitled to instruct the Supplier to comply with the Rectification Plan Process; or if a Service Level Failure has occurred, deduct from the Call Off Contract Charges the applicable Service Level Credits payable by the Supplier to the Customer in accordance with the calculation formula set out in Annex 1 of this Part A of this Contract Schedule 6Call Off Schedule; or if a Critical Service Level Failure has occurred, exercise its right to Compensation for Critical Service Level Failure in accordance with Clause 14 15. of this Call Off Contract (Critical Service Level Failure) (including subject, for the avoidance of doubt, the proviso in Clause 14.2.2 15.1.2 of this Call Off Contract in relation to Material Breach). Approval and implementation by the Customer of any Rectification Plan shall not relieve the Supplier of any continuing responsibility to achieve the Service Levels, or remedy any failure to do so, and no estoppels or waiver shall arise from any such Approval and/or implementation by the Customer. Annex 1 to this Part A of this Contract Schedule 6 sets out the formula used to calculate a Service Credit payable to the Customer as a result of a Service Level Failure in a given service period which, for the purpose of this Contract Schedule 6, shall be a recurrent period of [one Month] during the Contract Period (the “Service Period”). Annex 1 to this Part A of this Contract Schedule 6 includes details of each Service Credit available to each Service Level Performance Criterion if the applicable Service Level Performance Measure is not met by the Supplier. The Customer shall use the Performance Monitoring Reports supplied by the Supplier under Part B (Performance Monitoring) of this Contract Schedule 6 to verify the calculation and accuracy of the Service Credits, if any, applicable to each relevant Service Period. Service Credits are a reduction of the amounts payable in respect of the Goods and/or Services and do not include VAT. The Supplier shall set-off the value of any Service Credits against the appropriate invoice in accordance with calculation formula in Annex 1 of Part A of this Contract Schedule 6.

Service Levels. Annex 1 to this Part A of this Contract Call Off Schedule 6 sets out the Service Levels the performance of which the Parties have agreed to measure. The Supplier shall monitor its performance of this Call Off Contract by reference to the relevant performance criteria for achieving the Service Levels shown in Annex 1 to this Part A of this Contract Call Off Schedule 6 (the “Service Level Performance Criteria”) and shall send the Customer a Performance Monitoring Report detailing the level of service which was achieved in accordance with the provisions of Part B (Performance Monitoring) of this Contract Call Off Schedule 6. The Supplier shall, at all times, provide the Goods and/or Services in such a manner that the Service Levels Performance Measures are achieved. If the level of performance of the Supplier of any element of the provision by it of the Goods and/or Services during the Call Off Contract Period: is likely to or fails to meet any Service Level Performance Measure or is likely to cause or causes a Critical Service Failure to occur, the Supplier shall immediately notify the Customer in writing and the Customer, in its absolute discretion and without prejudice to any other of its rights howsoever arising including under Clause 13 of this Call Off Contract (Service Levels and Service Credits), may: require the Supplier to immediately take all remedial action that is reasonable to mitigate the impact on the Customer and to rectify or prevent a Service Level Failure or Critical Service Level Failure from taking place or recurring; and if the action taken under paragraph (a) above has not already prevented or remedied the Service Level Failure or Critical Service Level Failure, the Customer shall be entitled to instruct the Supplier to comply with the Rectification Plan Process; or if a Service Level Failure has occurred, deduct from the Call Off Contract Charges the applicable Service Level Credits payable by the Supplier to the Customer in accordance with the calculation formula set out in Annex 1 of this Part A of this Contract Call Off Schedule 6; or if a Critical Service Level Failure has occurred, exercise its right to Compensation for Critical Service Level Failure in accordance with Clause 14 of this Call Off Contract (Critical Service Level Failure) (including subject, for the avoidance of doubt, the proviso in Clause 14.2.2 of this Call Off Contract in relation to Material Breach). Approval and implementation by the Customer of any Rectification Plan shall not relieve the Supplier of any continuing responsibility to achieve the Service Levels, or remedy any failure to do so, and no estoppels or waiver shall arise from any such Approval and/or implementation by the Customer. Annex 1 to this Part A of this Contract Call Off Schedule 6 sets out the formula used to calculate a Service Credit payable to the Customer as a result of a Service Level Failure in a given service period which, for the purpose of this Contract Call Off Schedule 6, shall be a recurrent period of [one Month] Month during the Call Off Contract Period (the “Service Period”). Annex 1 to this Part A of this Contract Call Off Schedule 6 includes details of each Service Credit available to each Service Level Performance Criterion if the applicable Service Level Performance Measure is not met by the Supplier. The Customer shall use the Performance Monitoring Reports supplied by the Supplier under Part B (Performance Monitoring) of this Contract Call Off Schedule 6 to verify the calculation and accuracy of the Service Credits, if any, applicable to each relevant Service Period. Service Credits are a reduction of the amounts payable in respect of the Goods and/or Services and do not include VAT. The Supplier shall set-off the value of any Service Credits against the appropriate invoice in accordance with calculation formula in Annex 1 of Part A of this Contract Call Off Schedule 6.

Service Levels. Annex 1 to this Part A of this Contract Call Off Schedule 6 sets out the Service Levels the performance of which the Parties have agreed to measure. The Supplier shall monitor its performance of this Call Off Contract by reference to the relevant performance criteria for achieving the Service Levels shown in Annex 1 to this Part A of this Contract Call Off Schedule 6 (the “Service Level Performance Criteria”) and shall send the Customer a Performance Monitoring Report detailing the level of service which was achieved in accordance with the provisions of Part B (Performance Monitoring) of this Contract Schedule 6Call Off Schedule. The Supplier shall, at all times, provide the Goods and/or Services in such a manner that the Service Levels Performance Measures are achieved. If the level of performance of the Supplier of any element of the provision by it of the Goods and/or Services during the Call Off Contract Period: is likely to or fails to meet any Service Level Performance Measure or is likely to cause or causes a Critical Service Failure to occur, the Supplier shall immediately notify the Customer in writing and the Customer, in its absolute discretion and without prejudice to any other of its rights howsoever arising including under Clause 13 of this Call Off Contract (Service Levels and Service Credits), may: require the Supplier to immediately take all remedial action that is reasonable to mitigate the impact on the Customer and to rectify or prevent a Service Level Failure or Critical Service Level Failure from taking place or recurring; and if the action taken under paragraph (a) above has not already prevented or remedied the Service Level Failure or Critical Service Level Failure, the Customer shall be entitled to instruct the Supplier to comply with the Rectification Plan Process; or if a Service Level Failure has occurred, deduct from the Call Off Contract Charges the applicable Service Level Credits payable by the Supplier to the Customer in accordance with the calculation formula set out in Annex 1 of this Part A of this Contract Schedule 6Call Off Schedule; or if a Critical Service Level Failure has occurred, exercise its right to Compensation for Critical Service Level Failure in accordance with Clause 14 of this Call Off Contract (Critical Service Level Failure) (including subject, for the avoidance of doubt, the proviso in Clause 14.2.2 14.1.2 of this Call Off Contract in relation to Material Breach). Approval and implementation by the Customer of any Rectification Plan shall not relieve the Supplier of any continuing responsibility to achieve the Service Levels, or remedy any failure to do so, and no estoppels or waiver shall arise from any such Approval and/or implementation by the Customer. Annex 1 to this Part A of this Contract Call Off Schedule 6 sets out the formula used to calculate a Service Credit payable to the Customer as a result of a Service Level Failure in a given service period which, for the purpose of this Contract Schedule 6Call Off Schedule, shall be a recurrent period of [one Month] month during the Call Off Contract Period (the “Service Period”). Annex 1 to this Part A of this Contract Call Off Schedule 6 includes details of each Service Credit available to each Service Level Performance Criterion if the applicable Service Level Performance Measure is not met by the Supplier. The Customer shall use the Performance Monitoring Reports supplied by the Supplier under Part B (Performance Monitoring) of this Contract Call Off Schedule 6 to verify the calculation and accuracy of the Service Credits, if any, applicable to each relevant Service Period. Service Credits are a reduction of the amounts payable in respect of the Goods and/or Services and do not include VAT. The Supplier shall set-off the value of any Service Credits against the appropriate invoice in accordance with calculation formula in Annex 1 of Part A of this Contract Schedule 6Call Off Schedule.

Service Levels. Annex 1 to this Part A of this Contract Schedule 6 sets out This Clause 16 shall apply where the Customer has specified Service Levels in the performance of which Call Off Order Form. Where the Customer has specified Service Levels only sub-clauses 16.2, 16.3 and 16.7 shall apply. When this Clause 16.2 applies, the Parties have agreed to measure. The Supplier shall monitor its performance of this Contract by reference to the relevant performance criteria for achieving the Service Levels shown in Annex 1 to this Part A of this Contract Schedule 6 (the “Service Level Performance Criteria”) and shall send the Customer a Performance Monitoring Report detailing the level of service which was achieved in accordance also comply with the provisions of Part B A (Service Levels) of Call Off Schedule 6 (Service Levels and Performance Monitoring) of this Contract Schedule 6). The Supplier shall, shall at all times, times during the Call Off Contract Period provide the Goods and/or Services in such a manner that and the Service Levels Performance Measures are achieved. If the level delivery of performance of the Supplier of any element of the provision by it of the purchased Goods and/or Services during the Contract Period: is likely to or fails to meet any or exceed the Service Level Performance Measure or is likely to cause or causes for each Service Level Performance Criterion. The Supplier acknowledges that any Service Level Failure may have a Critical Service Failure to occur, material adverse impact on the Supplier shall immediately notify business and operations of the Customer and that it shall entitle the Customer to the rights set out in writing and the Customer, in its absolute discretion and without prejudice to any other Part A of its rights howsoever arising including under Clause 13 of this Contract Call Off Schedule 6 (Service Levels and Service CreditsPerformance Monitoring). NOT USED NOT USED Not more than once in each Call Off Contract Year, the Customer may: require , on giving the Supplier at least three (3) Months’ notice, change the weighting of Service Level Performance Measure in respect of one or more Service Level Performance Criteria and the Supplier shall not be entitled to immediately take all remedial action that object to, or increase the Call Off Contract Charges as a result of such changes, provided that: the total number of Service Level Performance Criteria for which the weighting is reasonable to mitigate be changed does not exceed the impact on number set out, for the purposes of this clause, in the Call Off Order Form; the principal purpose of the change is to reflect changes in the Customer’s business requirements and/or priorities or to reflect changing industry standards; and NOT USED This Clause 17 shall apply if the Customer and to rectify or prevent a Service Level Failure or has specified Critical Service Level Failure from taking place or recurring; and if in the action taken under paragraph (a) above has not already prevented or remedied Call Off Order Form. On the Service Level Failure or occurrence of a Critical Service Level Failure, : NOT USED the Customer shall (subject to Clause 48.2.1(a) (Financial Limits)) be entitled to instruct withhold and retain as compensation for the Supplier to comply with the Rectification Plan Process; or if a Critical Service Level Failure has occurreda sum equal to any Call Off Contract Charges which would otherwise have been due to the Supplier in respect of that Service Period (“Compensation for Critical Service Level Failure"), deduct provided that the operation of this Clause 17.2 shall be without prejudice to the right of the Customer to terminate this Call Off Contract and/or to claim damages from the Contract Charges the applicable Supplier for material Default as a result of such Critical Service Level Credits payable by Failure. The Supplier: agrees that the Supplier to the Customer in accordance with the calculation formula set out in Annex 1 application of this Part A of this Contract Schedule 6; or if Clause 17.2 is commercially justifiable where a Critical Service Level Failure occurs; and acknowledges that it has occurred, exercise its right taken legal advice on the application of Clause 17.2 and has had the opportunity to Compensation price for Critical Service Level Failure in accordance with Clause 14 of this that risk when calculating the Call Off Contract (Critical Service Level Failure) (including subject, for the avoidance of doubt, the proviso in Clause 14.2.2 of this Contract in relation to Material Breach). Approval and implementation by the Customer of any Rectification Plan shall not relieve the Supplier of any continuing responsibility to achieve the Service Levels, or remedy any failure to do so, and no estoppels or waiver shall arise from any such Approval and/or implementation by the Customer. Annex 1 to this Part A of this Contract Schedule 6 sets out the formula used to calculate a Service Credit payable to the Customer as a result of a Service Level Failure in a given service period which, for the purpose of this Contract Schedule 6, shall be a recurrent period of [one Month] during the Contract Period (the “Service Period”). Annex 1 to this Part A of this Contract Schedule 6 includes details of each Service Credit available to each Service Level Performance Criterion if the applicable Service Level Performance Measure is not met by the Supplier. The Customer shall use the Performance Monitoring Reports supplied by the Supplier under Part B (Performance Monitoring) of this Contract Schedule 6 to verify the calculation and accuracy of the Service Credits, if any, applicable to each relevant Service Period. Service Credits are a reduction of the amounts payable in respect of the Goods and/or Services and do not include VAT. The Supplier shall set-off the value of any Service Credits against the appropriate invoice in accordance with calculation formula in Annex 1 of Part A of this Contract Schedule 6Charges.

Service Levels. Annex 1 to this Part A of this Contract Call Off Schedule 6 sets out the Service Levels the performance of which the Parties have agreed to measure. The Supplier shall monitor its performance of this Call Off Contract by reference to the relevant performance criteria for achieving the Service Levels shown in Annex 1 to this Part A of this Contract Call Off Schedule 6 (the “Service Level Performance Criteria”) and shall send the Customer a Performance Monitoring Report detailing the level of service which was achieved in accordance with the provisions of Part B (Performance Monitoring) of this Contract Schedule 6Call Off Schedule. The Supplier shall, at all times, provide the Goods and/or Services in such a manner that the Service Levels Performance Measures are achieved. If the level of performance of the Supplier of any element of the provision by it of the Goods and/or Services during the Call Off Contract Period: is likely to or fails to meet any Service Level Performance Measure or is likely to cause or causes a Critical Service Failure to occur, the Supplier shall immediately notify the Customer in writing and the Customer, in its absolute discretion and without prejudice to any other of its rights howsoever arising including under Clause 13 12. of this Call Off Contract (Service Levels and Service Credits), may: require the Supplier to immediately take all remedial action that is reasonable to mitigate the impact on the Customer and to rectify or prevent a Service Level Failure or Critical Service Level Failure from taking place or recurring; and if the action taken under paragraph (a) above has not already prevented or remedied the Service Level Failure or Critical Service Level Failure, the Customer shall be entitled to instruct the Supplier to comply with the Rectification Plan Process; or if a Service Level Failure has occurred, deduct from the Call Off Contract Charges the applicable Service Level Credits payable by the Supplier to the Customer in accordance with the calculation formula set out in Annex 1 of this Part A of this Contract Schedule 6Call Off Schedule; or if a Critical Service Level Failure has occurred, exercise its right to Compensation for Critical Service Level Failure in accordance with Clause 14 13. of this Call Off Contract (Critical Service Level Failure) (including subject, for the avoidance of doubt, the proviso in Clause 14.2.2 13.1.2 of this Call Off Contract in relation to Material Breach). Approval and implementation by the Customer of any Rectification Plan shall not relieve the Supplier of any continuing responsibility to achieve the Service Levels, or remedy any failure to do so, and no estoppels or waiver shall arise from any such Approval and/or implementation by the Customer. Annex 1 to this Part A of this Contract Call Off Schedule 6 sets out the formula used to calculate a Service Credit payable to the Customer as a result of a Service Level Failure in a given service period which, for the purpose of this Contract Schedule 6Call Off Schedule, shall be a recurrent period of [one Month] during the Call Off Contract Period (the “Service Period”). Annex 1 to this Part A of this Contract Schedule 6 includes details of each Service Credit available to each Service Level Performance Criterion if the applicable Service Level Performance Measure is not met by the Supplier. The Customer shall use the Performance Monitoring Reports supplied by the Supplier under Part B (Performance Monitoring) of this Contract Schedule 6 to verify the calculation and accuracy of the Service Credits, if any, applicable to each relevant Service Period. Service Credits are a reduction of the amounts payable in respect of the Goods and/or Services and do not include VAT. The Supplier shall set-off the value of any Service Credits against the appropriate invoice in accordance with calculation formula in Annex 1 of Part A of this Contract Schedule 6.

Service Levels. Annex 1 to this Part A of this Contract Call Off Schedule 6 sets out the Service Levels the performance of which the Parties have agreed to measure. The Supplier shall monitor its performance of this Call Off Contract by reference to the relevant performance criteria for achieving the Service Levels shown in Annex 1 to this Part A of this Contract Call Off Schedule 6 (the “Service Level Performance Criteria”) and shall send the Customer Contracting Authority a Performance Monitoring Report detailing the level of service which was achieved in accordance with the provisions of Part B (Performance Monitoring) of this Contract Call Off Schedule 6. The Supplier shall, at all times, provide the Goods and/or Services in such a manner that the Service Levels Performance Measures are achieved. If the level of performance of the Supplier of any element of the provision by it of the Goods and/or Services during the Call Off Contract Period: is likely to or fails to meet any Service Level Performance Measure or is likely to cause or causes a Critical Service Failure to occur, the Supplier shall immediately notify the Customer Contracting Authority in writing and the CustomerContracting Authority, in its absolute discretion and without prejudice to any other of its rights howsoever arising including under Clause 13 13. of this Call Off Contract (Service Levels and Service Credits), may: require the Supplier to immediately take all remedial action that is reasonable to mitigate the impact on the Customer Contracting Authority and to rectify or prevent a Service Level Failure or Critical Service Level Failure from taking place or recurring; and if the action taken under paragraph (a) above has not already prevented or remedied the Service Level Failure or Critical Service Level Failure, the Customer Contracting Authority shall be entitled to instruct the Supplier to comply with the Rectification Plan Process; or if a Service Level Failure has occurred, deduct from the Call Off Contract Charges the applicable Service Level Credits payable by the Supplier to the Customer Contracting Authority in accordance with the calculation formula set out in Annex 1 of this Part A of this Contract Call Off Schedule 6; or if a Critical Service Level Failure has occurred, exercise its right to Compensation for Critical Service Level Failure in accordance with Clause 14 14. of this Call Off Contract (Critical Service Level Failure) (including subject, for the avoidance of doubt, the proviso in Clause 14.2.2 14. of this Call Off Contract in relation to Material Breach). Approval and implementation by the Customer Contracting Authority of any Rectification Plan shall not relieve the Supplier of any continuing responsibility to achieve the Service Levels, or remedy any failure to do so, and no estoppels or waiver shall arise from any such Approval and/or implementation by the Customer. Annex 1 to this Part A of this Contract Schedule 6 sets out the formula used to calculate a Service Credit payable to the Customer as a result of a Service Level Failure in a given service period which, for the purpose of this Contract Schedule 6, shall be a recurrent period of [one Month] during the Contract Period (the “Service Period”). Annex 1 to this Part A of this Contract Schedule 6 includes details of each Service Credit available to each Service Level Performance Criterion if the applicable Service Level Performance Measure is not met by the Supplier. The Customer shall use the Performance Monitoring Reports supplied by the Supplier under Part B (Performance Monitoring) of this Contract Schedule 6 to verify the calculation and accuracy of the Service Credits, if any, applicable to each relevant Service Period. Service Credits are a reduction of the amounts payable in respect of the Goods and/or Services and do not include VAT. The Supplier shall set-off the value of any Service Credits against the appropriate invoice in accordance with calculation formula in Annex 1 of Part A of this Contract Schedule 6Contracting Authority.

Service Levels. Annex 1 to this Part A of this Contract Schedule 6 sets out the Service Levels the performance of which the Parties have agreed to measure. The Supplier shall monitor its performance of this Contract by reference to the relevant performance criteria for achieving the Service Levels shown in Annex 1 to this Part A detailed within ‘Table 1’ of this Contract Schedule 6 (the “Service Level Performance Criteria”Part A) and shall send the Customer Council a Performance Monitoring Report quarterly performance monitoring report detailing the level of service which was has been achieved against each Service Level, together with any Service Level Failures, in accordance with the performance monitoring and report provisions of ‘Part B (Performance Monitoring) B’ of this Contract Schedule 64. The Supplier shall, at all times, provide the Goods and/or Services in such a manner that the Service Levels Performance Measures are achieved. If the level of performance of the Supplier of any element of and/or the provision by it of the Goods and/or Services by the Supplier during the Contract Period: is likely to or fails to meet any Service Level Performance Measure or is likely to cause or causes a Critical Service Failure to occur, the Supplier shall immediately notify the Customer Council in writing and the CustomerCouncil, in its absolute discretion and without prejudice to any other of its rights howsoever arising including under Clause 13 of this Contract (Service Levels and Service Credits)arising, may: require the Supplier to immediately take all remedial action that is reasonable to mitigate the impact on the Customer Council and/or Service User, and to rectify or prevent a Service Level Failure or Critical Service Level Failure from taking place or recurring; and if the action taken under paragraph (a) above has not already prevented or remedied the Service Level Failure or Critical Service Level Failure, the Customer Council shall be entitled to instruct the Supplier to comply request a Performance Review Meeting with the Supplier, with the view to agreeing a solution and putting in place a Rectification Plan Processplan; or if a Service Level Failure has occurred, deduct from the Contract Charges the applicable Service Level Credits payable and failure by the Supplier to achieve a meaningful performance improvement to deliver the Customer level of Service for which it has contracted to deliver will result in accordance with the calculation formula set out in Annex 1 of this Part A of this Contract Schedule 6; or if a Critical Service Level Failure has occurredDispute Resolution Procedure (clause 42) being invoked, exercise its right to Compensation for Critical Service Level Failure in accordance with Clause 14 of this Contract and/or reliance on the Termination provision (Critical Service Level Failure) (including subject, for the avoidance of doubt, the proviso in Clause 14.2.2 of this Contract in relation to Material Breachclause 46). Approval and implementation by the Customer Council of any Rectification Plan shall not relieve the Supplier of any continuing responsibility to achieve the Service Levels, or remedy any failure to do so, and no estoppels or waiver shall arise from any such Approval and/or and implementation by the CustomerCouncil. Annex 1 EXAMPLE ONLY - SERVICE LEVELS [Guidance Note: cherry pick from the list of Service Level Criterion and Service Level Performance Measures, as are relevant and proportionate to your specific Contract.] The Supplier shall comply with the Service Levels set out in this Part A Contract, which detail the minimum standards of performance that the Council can expect to receive throughout the Contract Period. 1a - Service Development Quality The supplier shall submit their views and ideas for the provision & development of the supplies or services to ensure contract improvement. Supplies or services development will be discussed at each quarterly performance review meeting. Quarterly - 100% 1b - Continuous Improvement Quality The supplier commits to continuously review and improve the contract processes and systems, to ensure that the contract operates effectively for the benefit of Councils/service users, and will seek to work in partnership with the Council to deliver innovation. Continuous improvement will be discussed at each quarterly performance review meeting. Quarterly - 100% The supplier commits to meeting its continuous improvement obligations as set out in contract clauses 9.1.1 and 9.1.2, and shall submitting an annual return to the Council. Annually - 100% 1c - Innovation Quality The supplier commits to offer the Council and Councils/service users added value services, with a view to developing and continuously improving the overall contract performance. All innovations suggested must remain within the scope of the contract specification. Quarterly - 95% 1d - Supplier's Staffing Resources Quality The supplier shall provide a contract management structure and maintain staffing resources which are capable of managing a supply or service contract of this Contract Schedule 6 sets out size and nature, throughout the formula used whole contract period. Quarterly - 100% 1e - Partnership Working Quality The supplier commitment to calculate a working in partnership with Rutland County Council, to develop strong working relationships and effective communication in the management of this contract, throughout its duration. Quarterly - 100% 1f - Performance against Service Credit payable Level Quality The supplier commits to the Customer as a result of develop a Service Level Failure Agreement in a given service period which, for order to monitor contract performance against the purpose of this Contract Schedule 6, shall be a recurrent period of [one Month] during the Contract Period (the “Service Period”). Annex 1 to this Part A of this Contract Schedule 6 includes details of each Service Credit available to each agreed Service Level Performance Criterion if Measures and to report back to the applicable Council at the agreed frequencies. Quarterly - 100% 1g – Performance Review Meeting Quality A quarterly performance review meetings will be held at such location and time (during business hours) as the Council shall reasonably require. Key Personnel involved in the delivery and management of this contract shall be made available to attend these quarterly performance review meetings. Quarterly - 100% 1h - Marketing/ Promotional Support Quality The supplier commits to support Rutland County Council in the joint marketing and promotion of this supply or service contract. Quarterly - 95% 2a - Invoicing Cost Invoice accuracy rate every [month]. [Guidance Note: or frequency of agreed payment terms] Monthly - 100% 2b - Provision of Pricing Information Cost The Supplier will ensure that prices remain fixed for a minimum of twenty-four (24) Months from the Commencement Date. Any request to adjustment the Contract Price must be in strict accordance with paragraph 7 of Schedule 2 (Contract Price, Payment and Insurance), supported with relevant Pricing information. Frequency to be determined (after the first 24 months) - 100% 3a - Invoicing Queries Timeliness Invoicing queries/issues to be resolved within 28 days of receipt. If queries require 3rd party intervention, the supplier shall keep Rutland County Council updated and manage the query in relation to their own agreed 3rd party SLAs. Any exceptions are to be reported at the quarterly performance review meeting. Quarterly - 98% 3b - Resolution of Service Level Performance Measure is not met by User complaints Timeliness 100% of complaints to be notify to the Supplier. The Customer shall use Council’s Contract Manager within two (2) Working Days of receipt of the Performance Monitoring Reports supplied by complaint, with full details of how the Supplier under Part B proposes to resolve the complaint. With 98% of complaints to be resolved or have an agreed action plan in place within ten (Performance Monitoring10) working days. Quarterly - 100% 3c - Management Information Reporting Timeliness The supplier shall provide a suite of this Contract Schedule 6 management information reports to verify the calculation and accuracy of the Service CreditsCouncil, if any, applicable to each relevant Service Period. Service Credits are a reduction of the amounts payable in respect of the Goods and/or Services and do not include VAT. The Supplier shall set-off the value of any Service Credits against the appropriate invoice in accordance with calculation formula in Annex 1 the provisions of paragraph 7.3 ‘Part A B’ of this Schedule 4 and at the frequencies detailed therein. These reports must be submitted to the Council within 5 working days of the conclusion of the reporting period, for which the return is due. Monthly/ Quarterly - 100% 3d - Implementation Plan Timeliness/ Quality The new supplier must work with the out-going supplier to ensure the smooth transition and implementation of the new contract, to allow a timely contract start date and to minimise any disruption to Service Users. The Council shall require an Implementation Plan detailing the key Milestones and Milestone dates to ensure transition of the Contract from the Supplier to the Council and/or Replacement Suppliers, in a seamless and timely manner. One off - 100% 3e - Exit Management Timeliness/ Quality At the end of this supply or service contract the out-going supplier will be required to work co-operatively with the new supplier during the handover process, in accordance with the Exit Management arrangements detailed in Schedule 6.8 (Exit Management). Rutland County Council will require the out-going supplier to maintain a dedicated team of Employees to manage the exit phase from the contract. One off - 100% 4a - National & Local Agenda Procedure The supplier commits to discussing new legislative changes and/or strategic development in the market at both national and local level, at quarterly performance review meetings. Quarterly - 95% 4b - Supplier's Strategic Advice Procedure The Council shall expect the supplier to assist (if required) in the overall development of the Council’s service plans and strategies for the service area(s) directly covered by this Contract, to ensure they remain in line with latest developments, as part of the supplier’s commitment to partnership working. To be discussed at the quarterly performance review meeting. Quarterly - 95%

Service Levels. Annex 1 to this Part A of this Contract Call Off Schedule 6 sets out the Service Levels the performance of which the Parties have agreed to measure. The Supplier shall monitor its performance of this Call Off Contract by reference to the relevant performance criteria for achieving the Service Levels shown in Annex 1 to this Part A of this Contract Call Off Schedule 6 (the “Service Level Performance Criteria”) and shall send the Customer a Performance Monitoring Report detailing the level of service which was achieved in accordance with the provisions of Part B (Performance Monitoring) of this Contract Call Off Schedule 6. The Supplier shall, at all times, provide the Goods and/or Services in such a manner that the Service Levels Performance Measures are achieved. If the level of performance of the Supplier of any element of the provision by it of the Goods and/or Services during the Call Off Contract Period: is likely to or fails to meet any Service Level Performance Measure or is likely to cause or causes a Critical Service Failure to occur, the Supplier shall immediately notify the Customer in writing and the Customer, in its absolute discretion and without prejudice to any other of its rights howsoever arising including under Clause 13 of this Call Off Contract (Service Levels and Service CreditsLevels), may: require the Supplier to immediately take all remedial action that is reasonable to mitigate the impact on the Customer and to rectify or prevent a Service Level Failure or Critical Service Level Failure from taking place or recurring; and if the action taken under paragraph (a) above has not already prevented or remedied the Service Level Failure or Critical Service Level Failure, the Customer shall be entitled to instruct the Supplier to comply with the Rectification Plan Process; or if a Service Level Failure has occurred, deduct from the Call Off Contract Charges the applicable Service Level Credits payable by the Supplier to the Customer in accordance with the calculation formula set out in Annex 1 of this Part A of this Contract Call Off Schedule 6; or if a Critical Service Level Failure has occurred, exercise its right to Compensation for Critical Service Level Failure in accordance with Clause 14 Error: Reference source not found of this Call Off Contract (Critical Service Level Failure) (including subject, for the avoidance of doubt, the proviso in Clause 14.2.2 Error: Reference source not found of this Call Off Contract in relation to Material Breach). Approval and implementation by the Customer of any Rectification Plan shall not relieve the Supplier of any continuing responsibility to achieve the Service Levels, or remedy any failure to do so, and no estoppels or waiver shall arise from any such Approval and/or implementation by the Customer. Annex 1 to this Part A of this Contract Schedule 6 sets out the formula used to calculate a Service Levels Service Credit payable to the Customer as a result of a Service Level Failure in a given service period which, for the purpose of this Contract Schedule 6, shall be a recurrent period of [one Month] during the Contract Period (the “Service Period”). Annex 1 to this Part A of this Contract Schedule 6 includes details of each Service Credit available to each Period Service Level Performance Criterion if the applicable Key Indicator Service Level Performance Measure is not met by Service Level Threshold [Accurate and timely billing of Customer Accuracy /Timelines at least 98% at all times [ ] 0.5% Service Credit gained for each percentage under the Supplier. The specified Service Level Performance Measure Access to Customer shall use support Availability at least 98% at all times [ ] 0.5% Service Credit gained for each percentage under the specified Service Level Performance Monitoring Reports supplied by Measure Complaints Handling Availability/Timelines At least 98% at all times [ ] 0.5% Service Credit gained for each percentage under the Supplier specified Service Level Performance Measure Provision of specific Services Quality at least 98% at all times [ ] 2% Service Credit gained for each percentage under Part B (the specified Service Level Performance Monitoring) of this Contract Schedule 6 to verify the calculation and accuracy Measure Timely provision of the Services [** hours a day, ** days a week.] Services Availability at least 98% at all times [ ] 2% Service Credits, if any, applicable to Credit gained for each relevant percentage under the specified Service Period. Service Credits are a reduction of the amounts payable in respect of the Goods and/or Services and do not include VAT. The Supplier shall set-off the value of any Service Credits against the appropriate invoice in accordance with calculation formula in Annex 1 of Part A of this Contract Schedule 6.Level Performance Measure]

Service Levels. Annex 1 to this Part A of this Contract Call Off Schedule 6 sets out the Service Levels the performance of which the Parties have agreed to measure. The Supplier shall monitor its performance of this Call Off Contract by reference to the relevant performance criteria for achieving the Service Levels shown in Annex 1 to this Part A of this Contract Call Off Schedule 6 (the “Service Level Performance Criteria”) and shall send the Customer a Performance Monitoring Report detailing the level of service which was achieved in accordance with the provisions of Part B (Performance Monitoring) of this Contract Schedule 6Call Off Schedule. The Supplier shall, at all times, provide the Goods and/or Services in such a manner that the Service Levels Performance Measures are achieved. If the level of performance of the Supplier of any element of the provision by it of the Goods and/or Services during the Call Off Contract Period: is likely to or fails to meet any Service Level Performance Measure or is likely to cause or causes a Critical Service Failure to occur, the Supplier shall immediately notify the Customer in writing and the Customer, in its absolute discretion and without prejudice to any other of its rights howsoever arising including under Clause 13 12 of this Call Off Contract (Service Levels and Service Credits), may: require the Supplier to immediately take all remedial action that is reasonable to mitigate the impact on the Customer and to rectify or prevent a Service Level Failure or Critical Service Level Failure from taking place or recurring; and if the action taken under paragraph (a) above has not already prevented or remedied the Service Level Failure or Critical Service Level Failure, the Customer shall be entitled to instruct the Supplier to comply with the Rectification Plan Process; or if a Service Level Failure has occurred, deduct from the Call Off Contract Charges the applicable Service Level Credits payable by the Supplier to the Customer in accordance with the calculation formula set out in Annex 1 of this Part A of this Contract Schedule 6Call Off Schedule; or if a Critical Service Level Failure has occurred, exercise its right to Compensation for Critical Service Level Failure in accordance with Clause 14 13 of this Call Off Contract (Critical Service Level Failure) (including subject, for the avoidance of doubt, the proviso in Clause 14.2.2 13.1.2 of this Call Off Contract in relation to Material Breach). Approval and implementation by the Customer of any Rectification Plan shall not relieve the Supplier of any continuing responsibility to achieve the Service Levels, or remedy any failure to do so, and no estoppels or waiver shall arise from any such Approval and/or implementation by the Customer. Annex 1 to this Part A of this Contract Call Off Schedule 6 sets out the formula used to calculate a Service Credit payable to the Customer as a result of a Service Level Failure in a given service period which, for the purpose of this Contract Schedule 6Call Off Schedule, shall be a recurrent period of [one Month] Month during the Call Off Contract Period (the “Service Period”). Annex 1 to this Part A of this Contract Call Off Schedule 6 includes details of each Service Credit available to each Service Level Performance Criterion if the applicable Service Level Performance Measure is not met by the Supplier. The Customer shall use the Performance Monitoring Reports supplied by the Supplier under Part B (Performance Monitoring) of this Contract Call Off Schedule 6 to verify the calculation and accuracy of the Service Credits, if any, applicable to each relevant Service Period. Service Credits are a reduction of the amounts payable in respect of the Goods and/or Services and do not include VAT. The Supplier shall set-off the value of any Service Credits against the appropriate invoice in accordance with calculation formula in Annex 1 of Part A of this Contract Schedule 6Call Off Schedule.

Service Levels. Annex 1 (i) Provider shall ensure that the Digital Analytix platform (including the Akamai infrastructure), the Subversion system, and other shared systems (collectively, the “Business Platform”) are accessible to this Part A each Business Customer (or, as applicable, Recipient) as required under the service level committed under each of this Contract Schedule 6 sets out the Service Levels the performance of which the Parties have agreed to measure. The Supplier shall monitor its performance of this Contract by reference applicable Business Customer Contracts. (ii) In responding to the relevant effects of any incident or disruption affecting the Business Platform and/or the provision of Services hereunder (including, without limitation, power outages at facilities, Security Incidents (as defined in Section 5.6) and natural or man-made disasters), Provider shall accord at least equal incident management, disaster recovery, and business continuity treatment to Recipient and the Business Platform as Provider accorded to the Business during the Reference Period. (iii) Upon the request of Recipient, but not more frequently than once per month, Provider shall provide to Recipient a written performance criteria for achieving report, in form reasonably satisfactory to Recipient, that details Provider’s performance in the Service Levels shown preceding months against the service levels set forth in Annex 1 to this Part A of this Contract Schedule 6 Agreement (including the service levels noted in Section 2.3 and Section 2.9(d)(i), “Service Level Performance CriteriaLevel”) ), and shall send the highlights any failures to meet such Service Levels, as well as any communicated instances of dissatisfaction by any Business Customer a Performance Monitoring Report detailing the level of service which was achieved in accordance with the provisions of Part B (Performance Monitoring) of this Contract Schedule 6. The Supplier shall, at all times, provide the Goods and/or Services in such a manner that the Service Levels Performance Measures are achieved. If the level of performance relates to any of the Supplier of any element of the provision by it of the Goods and/or Services during the Contract Period: is likely to or Services. (iv) If Provider fails to meet any Service Level Performance Measure and such failure results in a credit, refund, or is likely to cause or causes other liability under a Critical Service Failure to occur, the Supplier shall immediately notify the Business Customer in writing and the Customer, in its absolute discretion and without prejudice to any other of its rights howsoever arising including under Clause 13 of this Contract (excluding failures caused by any Recipient Group member through no fault of Provider or any Third Party Provider) (each such failure, a “Service Levels and Service CreditsLevel Failure”), may: require Provider shall pay to Recipient, by the Supplier to immediately take all remedial action that is reasonable to mitigate date 30 days after the impact on end of the Customer and to rectify or prevent a Service Level Failure or Critical Service Level Failure from taking place or recurring; and if the action taken under paragraph (a) above has not already prevented or remedied month in which the Service Level Failure occurred, the amount of the credit, refund, or Critical other liability required under such Business Customer Contract, as further described on Schedule A, for such Service Level Failure (“Service Level Credit”). Provider shall deduct the Service Level Credits from the amount of Provider’s next invoice. If more than one Service Level Failure occurs in a single month, Provider shall pay the sum of the corresponding Service Level Credits. If any Service Level Failure occurs, Provider shall (A) promptly investigate the problem and report on the root causes of the problem within three (3) Business Days after becoming aware of such Service Level Failure; (B) use all reasonable efforts to correct the problem and to begin meeting the Service Levels as soon as practicable; and (C) advise Recipient, as and to the extent requested by Recipient, of the status of remedial efforts being undertaken with respect to such problem and provide Recipient reasonable evidence that the causes of such problem have been or will be corrected. (f) Except as otherwise directed by Recipient, Provider shall use reasonable efforts, and in any event the same level of efforts made during the Reference Period, to collect all amounts due under each Business Customer Contract, and on or prior to the 5th day of each calendar month, Provider shall (i) remit to Recipient all payments received by (or, in the case of Non-Assumed Business Customer Contracts involving channel partners of Provider, on behalf of) Provider or Provider’s Affiliates during the prior calendar month pursuant to each Non-Assumed Business Customer Contract, (ii) provide Recipient with copies of the applicable Business Customer Contract invoices related to such payments, and (iii) provide Recipient with a report (A) listing such invoices and amounts being remitted to Recipient for the prior calendar month, (B) identifying the applicable Business-related accounts receivable aging as of the end of the prior calendar month, and (C) detailing any other applicable Business-related accounts receivable activity (including write-offs, adjustments, voided invoices, etc.). For clarity, nothing in this Agreement shall be entitled to instruct the Supplier to comply with the Rectification Plan Process; construed as making Provider a guarantor of payment for uncollected amounts under any Business Customer Contract or if a Service Level Failure has occurred, deduct from the Contract Charges the applicable Service Level Credits payable Non-Assumed Business Customer Contract. (g) Except as otherwise mutually agreed by the Supplier parties, Provider shall maintain and keep available all Seller IT Systems and all facilities, personnel, suppliers, and other resources at the levels as maintained and available during the Reference Period for the Business. Recipient understands that Provider may be reducing personnel involved in sales and other areas relating to the Customer Business and such reduction, in accordance with the calculation formula set out in Annex 1 and of itself, will not be a violation of this Part A of this Contract Schedule 6; or if a Critical Service Level Failure has occurred, exercise its right to Compensation for Critical Service Level Failure in accordance with Clause 14 of this Contract (Critical Service Level Failure) (including subject, for the avoidance of doubt, the proviso in Clause 14.2.2 of this Contract in relation to Material Breach). Approval and implementation by the Customer of any Rectification Plan shall not relieve the Supplier of any continuing responsibility to achieve the Service Levels, or remedy any failure to do so, and no estoppels or waiver shall arise from any such Approval and/or implementation by the Customer. Annex 1 to this Part A of this Contract Schedule 6 sets out the formula used to calculate a Service Credit payable to the Customer as a result of a Service Level Failure in a given service period which, for the purpose of this Contract Schedule 6, shall be a recurrent period of [one Month] during the Contract Period (the “Service Period”). Annex 1 to this Part A of this Contract Schedule 6 includes details of each Service Credit available to each Service Level Performance Criterion if the applicable Service Level Performance Measure is not met by the Supplier. The Customer shall use the Performance Monitoring Reports supplied by the Supplier under Part B (Performance Monitoring) of this Contract Schedule 6 to verify the calculation and accuracy of the Service Credits, if any, applicable to each relevant Service Period. Service Credits are a reduction of the amounts payable in respect of the Goods and/or Services and do not include VAT. The Supplier shall set-off the value of any Service Credits against the appropriate invoice in accordance with calculation formula in Annex 1 of Part A of this Contract Schedule 6Agreement.

Service Levels. Annex 1 to this Part A of this Contract Schedule 6 sets out the Service Levels the performance of which the Parties have agreed to measure. The Supplier shall monitor its performance of this Contract by reference to the relevant performance criteria for achieving the Service Levels shown in Annex 1 to this Part A of this Contract Schedule 6 (the “Service Level Performance Criteria”) and shall send the Customer a Performance Monitoring Report detailing the level of service which was achieved in accordance with the provisions of Part B (Performance Monitoring) of this Contract Schedule 6. The Supplier shall, at all times, provide the Goods and/or Services in such a manner that the Service Levels Performance Measures are achieved. If the level of performance of the Supplier of any element of the provision by it of the Goods and/or Services during the Contract Period: is likely to or fails to meet any Service Level Performance Measure or is likely to cause or causes a Critical Service Failure to occur, the Supplier shall immediately notify the Customer in writing and the Customer, in its absolute discretion and without prejudice to any other of its rights howsoever arising including under Clause 13 16 of this Contract (Service Levels and Service Credits), may: require the Supplier to immediately take all remedial action that is reasonable to mitigate the impact on the Customer and to rectify or prevent a Service Level Failure or Critical Service Level Failure from taking place or recurring; and if the action taken under paragraph (a) above has not already prevented or remedied the Service Level Failure or Critical Service Level Failure, the Customer shall be entitled to instruct the Supplier to comply with the Rectification Plan Process; or if a Service Level Failure has occurred, deduct from the Contract Charges the applicable Service Level Credits payable by the Supplier to the Customer in accordance with the calculation formula set out in Annex 1 of this Part A of this Contract Schedule 6; or if a Critical Service Level Failure has occurred, exercise its right to Compensation for Critical Service Level Failure in accordance with Clause 14 17 of this Contract (Critical Service Level Failure) (including subject, for the avoidance of doubt, the proviso in Clause 14.2.2 17.2.2 of this Contract in relation to Material Breach). Approval and implementation by the Customer of any Rectification Plan shall not relieve the Supplier of any continuing responsibility to achieve the Service Levels, or remedy any failure to do so, and no estoppels or waiver shall arise from any such Approval and/or implementation by the Customer. Annex 1 to this Part A of this Contract Schedule 6 sets out the formula used to calculate a Service Credit payable to the Customer as a result of a Service Level Failure in a given service period which, for the purpose of this Contract Schedule 6, shall be a recurrent period of [one Month] during the Contract Period (the “Service Period”). Annex 1 to this Part A of this Contract Schedule 6 includes details of each Service Credit available to each Service Level Performance Criterion if the applicable Service Level Performance Measure is not met by the Supplier. The Customer shall use the Performance Monitoring Reports supplied by the Supplier under Part B (Performance Monitoring) of this Contract Schedule 6 to verify the calculation and accuracy of the Service Credits, if any, applicable to each relevant Service Period. Service Credits are a reduction of the amounts payable in respect of the Goods and/or Services and do not include VAT. The Supplier shall set-off the value of any Service Credits against the appropriate invoice in accordance with calculation formula in Annex 1 of Part A of this Contract Schedule 6.

Service Levels. Annex 1 to this Part A of this Contract Schedule 6 sets out To the Service Levels the performance of which the Parties have agreed to measureextent Vendor is performing Hosting Services or Business Process Outsourcing Services, 1.13.1. The Supplier applicable Statement of Work shall monitor its performance of this Contract by reference to state the relevant performance criteria for achieving the applicable “Service Levels shown in Annex 1 to this Part A of this Contract Schedule 6 (Levels” and Exhibit 5 hereto describes how the “Service Level Performance CriteriaCredits” for the Services are to be determined for Vendor’s failure to attain the Service Levels (a “Fault”) and shall send the Customer a Performance Monitoring Report detailing the level of service which was achieved ). The Service Levels will be subject to adjustment in accordance with the provisions terms of Part B (Performance Monitoring) of this Contract Schedule 6Exhibit 5. The Supplier shallService Credits shall be Customer’s sole remedy for Vendor’s failure to attain the Performance Standards with respect only to the timeliness of such Services. Otherwise, at this Section shall not (a) relieve Vendor from its obligations to perform all timesServices in accordance with this Agreement and (b) shall not prejudice Customer’s rights to pursue any other remedies expressly stated in this Agreement with respect to Services which Vendor failed to provide in accordance with this Agreement. 1.13.2. Upon Vendor’s failure to provide the Services in accordance with the applicable Service Levels, on written request by Customer, Vendor will promptly: (i) perform a root-cause analysis to identify the cause of such failure; (ii) provide Customer with a report detailing the cause of, and procedure for correcting, such failure; (iii) provide to Customer the proposed procedure for correcting such failure; (iv) correct such failure in accordance with such procedure; (v) provide weekly (or more frequent, if appropriate) reports on the status of the correction efforts; and (vi) upon completion of the remedial steps, provide Customer with such confirmation. 1.13.3. Vendor will implement the Goods and/or Services in such a manner that the Service Levels Performance Measures are achieved. If the level of measurement and monitoring tools and procedures required to measure and report Vendor’s performance of the Supplier of any element of the provision by it of the Goods and/or Services during the Contract Period: is likely to or fails to meet any Service Level Performance Measure or is likely to cause or causes a Critical Service Failure to occur, the Supplier shall immediately notify the Customer in writing and the Customer, in its absolute discretion and without prejudice to any other of its rights howsoever arising including under Clause 13 of this Contract (Service Levels and Service Credits), may: require the Supplier to immediately take all remedial action that is reasonable to mitigate the impact on the Customer and to rectify or prevent a Service Level Failure or Critical Service Level Failure from taking place or recurring; and if the action taken under paragraph (a) above has not already prevented or remedied the Service Level Failure or Critical Service Level Failure, the Customer shall be entitled to instruct the Supplier to comply with the Rectification Plan Process; or if a Service Level Failure has occurred, deduct from the Contract Charges against the applicable Service Level Credits payable Levels. Such measurement and monitoring tools and procedures will: (i) permit reporting at a level of detail sufficient to verify compliance with the Service Levels; and (ii) be subject to audit by the Supplier to the Customer in accordance with the calculation formula terms of the Agreement. 1.13.4. If Vendor is liable for failing to meet the “Default Performance Standards” as set out forth in Annex 1 of Exhibit 5, in addition to any other remedies available to Customer, Customer may terminate this Part A of this Contract Schedule 6; entire Agreement in whole or if a Critical Service Level Failure has occurredin part under Section 6.2.1, exercise its right provided that Customer provides notice to Compensation for Critical Service Level Failure in accordance with Clause 14 of this Contract Vendor within one (Critical Service Level Failure1) (including subject, for year after the avoidance of doubt, the proviso in Clause 14.2.2 of this Contract in relation to Material Breach). Approval and implementation by the Customer of any Rectification Plan shall not relieve the Supplier of any continuing responsibility to achieve the Service Levels, or remedy any failure to do so, and no estoppels or waiver shall arise from any such Approval and/or implementation by meet the Customer. Annex 1 to this Part A of this Contract Schedule 6 sets out the formula used to calculate a Service Credit payable to the Customer as a result of a Service Level Failure in a given service period which, for the purpose of this Contract Schedule 6, shall be a recurrent period of [one Month] during the Contract Period (the “Service Period”). Annex 1 to this Part A of this Contract Schedule 6 includes details of each Service Credit available to each Service Level Default Performance Criterion if the applicable Service Level Performance Measure is not met by the Supplier. The Customer shall use the Performance Monitoring Reports supplied by the Supplier under Part B (Performance Monitoring) of this Contract Schedule 6 to verify the calculation and accuracy of the Service Credits, if any, applicable to each relevant Service Period. Service Credits are a reduction of the amounts payable in respect of the Goods and/or Services and do not include VAT. The Supplier shall set-off the value of any Service Credits against the appropriate invoice in accordance with calculation formula in Annex 1 of Part A of this Contract Schedule 6Standards.

Service Levels. Annex 1 to this Part A of this Contract Call Off Schedule 6 sets out the Service Levels the performance of which the Parties have agreed to measure. The Supplier shall monitor its performance of this Call Off Contract by reference to the relevant performance criteria for achieving the Service Levels shown in Annex 1 to this Part A of this Contract Call Off Schedule 6 (the “Service Level Performance Criteria”) and shall send the Customer Contracting Authority a Performance Monitoring Report detailing the level of service which was achieved in accordance with the provisions of Part B (Performance Monitoring) of this Contract Call Off Schedule 6. The Supplier shall, at all times, provide the Goods and/or Services in such a manner that the Service Levels Performance Measures are achieved. If the level of performance of the Supplier of any element of the provision by it of the Goods and/or Services during the Call Off Contract Period: is likely to or fails to meet any Service Level Performance Measure or is likely to cause or causes a Critical Service Failure to occur, the Supplier shall immediately notify the Customer Contracting Authority in writing and the CustomerContracting Authority, in its absolute discretion and without prejudice to any other of its rights howsoever arising including under Clause 13 of this Call Off Contract (Service Levels and Service Credits), may: require the Supplier to immediately take all remedial action that is reasonable to mitigate the impact on the Customer Contracting Authority and to rectify or prevent a Service Level Failure or Critical Service Level Failure from taking place or recurring; and if the action taken under paragraph (a) above has not already prevented or remedied the Service Level Failure or Critical Service Level Failure, the Customer Contracting Authority shall be entitled to instruct the Supplier to comply with the Rectification Plan Process; or if a Service Level Failure has occurred, deduct from the Call Off Contract Charges the applicable Service Level Credits payable by the Supplier to the Customer Contracting Authority in accordance with the calculation formula set out in Annex 1 of this Part A of this Contract Call Off Schedule 6; or if a Critical Service Level Failure has occurred, exercise its right to Compensation for Critical Service Level Failure in accordance with Clause 14 of this Call Off Contract (Critical Service Level Failure) (including subject, for the avoidance of doubt, the proviso in Clause 14.2.2 14 of this Call Off Contract in relation to Material Breach). Approval and implementation by the Customer Contracting Authority of any Rectification Plan shall not relieve the Supplier of any continuing responsibility to achieve the Service Levels, or remedy any failure to do so, and no estoppels or waiver shall arise from any such Approval and/or implementation by the Customer. Annex 1 to this Part A of this Contract Schedule 6 sets out the formula used to calculate a Service Credit payable to the Customer as a result of a Service Level Failure in a given service period which, for the purpose of this Contract Schedule 6, shall be a recurrent period of [one Month] during the Contract Period (the “Service Period”). Annex 1 to this Part A of this Contract Schedule 6 includes details of each Service Credit available to each Service Level Performance Criterion if the applicable Service Level Performance Measure is not met by the Supplier. The Customer shall use the Performance Monitoring Reports supplied by the Supplier under Part B (Performance Monitoring) of this Contract Schedule 6 to verify the calculation and accuracy of the Service Credits, if any, applicable to each relevant Service Period. Service Credits are a reduction of the amounts payable in respect of the Goods and/or Services and do not include VAT. The Supplier shall set-off the value of any Service Credits against the appropriate invoice in accordance with calculation formula in Annex 1 of Part A of this Contract Schedule 6Contracting Authority.

Service Levels. Annex 1 to this Part A of this Contract Call Off Schedule 6 sets out the Service Levels the performance of which the Parties have agreed to measure. The Supplier shall monitor its performance of this Call Off Contract by reference to the relevant performance criteria for achieving the Service Levels shown in Annex 1 to this Part A of this Contract Call Off Schedule 6 (the “Service Level Performance Criteria”) and shall send the Customer a Performance Monitoring Report detailing the level of service which was achieved in accordance with the provisions of Part B (Performance Monitoring) of this Contract Call Off Schedule 6. The Supplier shall, at all times, provide the Goods and/or Services in such a manner that the Service Levels Performance Measures are achieved. If the level of performance of the Supplier of any element of the provision by it of the Goods and/or Services during the Call Off Contract Period: is likely to or fails to meet any Service Level Performance Measure or is likely to cause or causes a Critical Service Failure to occur, the Supplier shall immediately notify the Customer in writing and the Customer, in its absolute discretion and without prejudice to any other of its rights howsoever arising including under Clause 13 14 of this Call Off Contract (Service Levels and Service Credits), may: require the Supplier to immediately take all remedial action that is reasonable to mitigate the impact on the Customer and to rectify or prevent a Service Level Failure or Critical Service Level Failure from taking place or recurring; and if the action taken under paragraph (a) above has not already prevented or remedied the Service Level Failure or Critical Service Level Failure, the Customer shall be entitled to instruct the Supplier to comply with the Rectification Plan Process; or if a Service Level Failure has occurred, deduct from the Call Off Contract Charges the applicable Service Level Credits payable by the Supplier to the Customer in accordance with the calculation formula set out in Annex 1 of this Part A of this Contract Call Off Schedule 6; or if a Critical Service Level Failure has occurred, exercise its right to Compensation for Critical Service Level Failure in accordance with Clause 14 15 of this Call Off Contract (Critical Service Level Failure) (including subject, for the avoidance of doubt, the proviso in Clause 14.2.2 15.2.2 of this Call Off Contract in relation to Material Breach). Approval and implementation by the Customer of any Rectification Plan shall not relieve the Supplier of any continuing responsibility to achieve the Service Levels, or remedy any failure to do so, and no estoppels or waiver shall arise from any such Approval and/or implementation by the Customer. Annex 1 to this Part A of this Contract Call Off Schedule 6 sets out the formula used to calculate a Service Credit payable to the Customer as a result of a Service Level Failure in a given service period which, for the purpose of this Contract Call Off Schedule 6, shall be a recurrent period of [one Month] during the Call Off Contract Period (the “Service Period”). Annex 1 to this Part A of this Contract Call Off Schedule 6 includes details of each Service Credit available to each Service Level Performance Criterion if the applicable Service Level Performance Measure is not met by the Supplier. The Customer shall use the Performance Monitoring Reports supplied by the Supplier under Part B (Performance Monitoring) of this Contract Call Off Schedule 6 to verify the calculation and accuracy of the Service Credits, if any, applicable to each relevant Service Period. Service Credits are a reduction of the amounts payable in respect of the Goods and/or Services and do not include VAT. The Supplier shall set-off the value of any Service Credits against the appropriate invoice in accordance with calculation formula in Annex 1 of Part A of this Contract Call Off Schedule 6.

Service Levels. Annex 1 (a) The guiding principle in determining Service Levels and the associated Service Credits was based on the negative impact that failure to this Part A of this Contract Schedule 6 sets out meet the Service Levels might have on BFS. Subject to the performance of which the Parties have agreed to measure. The Supplier shall monitor its performance remainder of this Contract by reference Section 3.4, Service Credits shall be applied for failing to meet certain Service Levels, and Service Credits may be earned back for providing certain superior service, all as further set forth in Schedule D. The Parties may determine that a Service Credit will be allocated to a first time event of failure or triggered only after a repeated event of failure based on the related, actual impact to the relevant performance criteria for achieving BFS Business. Schedule D sets forth the Service Levels shown applicable to the Current Services which ADP agrees to adhere to and satisfy, as well as the specific formulas or metrics to determine dollar credits against ADP’s fees for ADP’s failure to satisfy Service Levels (“Service Credits”), and applicable escalation and remedial action procedures in Annex 1 the event of a material failure by ADP to satisfy such Service Levels. New or revised Service Levels for New Services or significant modifications to Current Services will be incorporated into this Part A Agreement pursuant to SOWs in accordance with Section 6 below. ADP will report at least monthly on its performance relative to each Service Level and all instances of this Contract Schedule 6 failure to satisfy Service Levels (the “Service Level Performance CriteriaFailures”) and shall send the Customer a Performance Monitoring Report detailing the level ), provided it also notifies BFS of service which was achieved in accordance with the provisions of Part B (Performance Monitoring) of this Contract Schedule 6. The Supplier shall, at all times, provide the Goods and/or Services in such a manner that the Service Levels Performance Measures are achieved. If the level of performance Level Failures promptly upon becoming aware of the Supplier same. ADP will perform a root-cause analysis, to include corrective and preventive actions, in the event of any element of the provision by it of the Goods and/or Services during the Contract Period: is likely to or fails to meet any Service Level Performance Measure or is likely to cause or causes a Critical Service Failure to occur, the Supplier shall immediately notify the Customer in writing and the Customer, in its absolute discretion and without prejudice to any other of its rights howsoever arising including under Clause 13 of this Contract (Service Levels and Service Credits), may: require the Supplier to immediately take all remedial action that is reasonable to mitigate the impact on the Customer and to rectify or prevent a Service Level Failure or Critical Service Level Failure from taking place or recurring; and if the action taken under paragraph (a) above has not already prevented or remedied the Service Level Failure or Critical Service Level Failure, and will Consult with BFS regarding the Customer findings and intended corrective/preventive measures to be taken. ADP will also investigate and consider corrective action plans in the event of low or declining Service Level performance. In no event will Service Credits be assessed until the relevant matters are discussed at a meeting of the Executive Steering Committee and no Service Credits applicable to any Contract Year will be applied or payable until the end of such Contract Year, as further provided in Schedule D. (b) Notwithstanding anything to the contrary contained in this Agreement (except the remainder of this Section 3.4), Schedule D sets forth the maximum aggregate Service Credits for which ADP may be responsible or liable in any Contract Year under this Agreement for Service Level Failures. (c) With respect to Service Level Failures caused by the gross negligence of ADP or ADP Personnel, the Service Credit Cap shall be entitled equal to instruct the Supplier lesser of (i) the amount of direct damages shown to comply have been caused to BFS by the Service Level Failures and (ii) the applicable liability cap for gross negligence set forth in Section 14. With respect to Service Level Failures caused by the willful misconduct of ADP or ADP Personnel, the Service Credit Cap shall be the amount of direct damages shown to have been caused to BFS by the Service Level Failures. (d) An Extreme/Radical Failure by ADP (as defined below), except if caused by Force Majeure, shall be deemed a breach of this Agreement for which BFS may terminate the Agreement for cause in accordance with the Rectification Plan Process; or if Section 10.4(a). “Extreme Radical Failure by ADP” shall mean a significant Service Level Failure has occurred, deduct from the Contract Charges the applicable that satisfies (or a combination of Service Level Credits payable Failures that, taken together, satisfies) all of the following criteria: (i) has a reasonable likelihood of materially impacting BFS’ business and harming BFS’ reputation in its industry; (ii) continues without material abatement for more than the Relevant Period; and (iii) is not caused by the Supplier to the Customer in accordance with the calculation formula set out in Annex 1 of this Part A of this Contract Schedule 6; actions or if a Critical Service Level Failure has occurreddirections from BFS, exercise its right to Compensation for Critical Service Level Failure in accordance with Clause 14 of this Contract (Critical Service Level Failure) (including subject, for the avoidance of doubt, the proviso in Clause 14.2.2 of this Contract in relation to Material Breach). Approval and implementation by the Customer of BFS Personnel or any Rectification Plan shall not relieve the Supplier of any continuing responsibility to achieve the Service Levelsthird parties representing, or remedy any failure to do sohired by, and no estoppels or waiver shall arise from any such Approval and/or implementation by the CustomerBFS. Annex 1 to this Part A of this Contract Schedule 6 sets out the formula used to calculate a Service Credit payable to the Customer as a result of a Service Level Failure in a given service period which, for the purpose of this Contract Schedule 6, shall be a recurrent period of [one Month] during the Contract Period (the “Service Period”). Annex 1 to this Part A of this Contract Schedule 6 includes details of each Service Credit available to each Service Level Performance Criterion if the applicable Service Level Performance Measure is not met by the Supplier. The Customer shall use the Performance Monitoring Reports supplied by the Supplier under Part B (Performance Monitoring) of this Contract Schedule 6 to verify the calculation and accuracy For purposes of the Service Creditspreceding sentence, if any, applicable to each relevant Service “Relevant Period. Service Credits are a reduction of the amounts payable ” shall mean (with certain examples thereof provided in respect of the Goods and/or Services and do not include VAT. The Supplier shall set-off the value of any Service Credits against the appropriate invoice in accordance with calculation formula in Annex 1 of Part A of this Contract Schedule 6.C):

Service Levels. Annex 1 8.1. Freshwave shall use reasonable endeavours to this Part A of this Contract Schedule 6 sets out provide the Service Levels the performance of which the Parties have agreed to measure. The Supplier shall monitor its performance of this Contract by reference to the relevant performance criteria for achieving the Service Levels shown in Annex 1 to this Part A of this Contract Schedule 6 (the “Service Level Performance Criteria”Service(s) and shall send the Customer a Performance Monitoring Report detailing the level of service which was achieved in accordance with the provisions Service Levels set out in the relevant Schedule 2. 8.2. Customer’s sole and exclusive remedy for a cause of Part B (Performance Monitoring) of this Contract Schedule 6. The Supplier shall, at all times, provide the Goods and/or Services action that results in such a manner that deviation from the Service Levels Performance Measures are achieved. If the level of performance of the Supplier of any element of the provision by it of the Goods and/or Services during the Contract Period: is likely to or fails to meet any Service Level Performance Measure or is likely to cause or causes a Critical Service Failure to occur, the Supplier shall immediately notify the Customer in writing and the Customer, in its absolute discretion and without prejudice to any other of its rights howsoever arising including under Clause 13 of this Contract (Service Levels and Service Credits), may: require the Supplier to immediately take all remedial action that is reasonable to mitigate the impact on the Customer and to rectify or prevent a Service Level Failure or Critical Service Level Failure from taking place or recurring; and if the action taken under paragraph (a) above has not already prevented or remedied the Service Level Failure or Critical Service Level Failure, the Customer shall be entitled to instruct the Supplier to comply with the Rectification Plan Process; or if a Service Level Failure has occurred, deduct from the Contract Charges the applicable Service Level Credits payable by the Supplier to the Customer in accordance with the calculation formula as set out in Annex 1 the relevant Schedule 2. Customer agrees that the compensation provided under relevant Schedule 2 represents a reasonable pre-estimate of this Part A all of this Contract Schedule 6; or if a Critical Service Level Failure has occurred, exercise its right losses and Freshwave shall have no further Liability to Compensation for Critical Service Level Failure in accordance with Clause 14 of this Contract (Critical Service Level Failure) (including subject, Customer for the avoidance of doubt, the proviso in Clause 14.2.2 of this Contract in relation to Material Breach). Approval and implementation by the Customer of any Rectification Plan shall not relieve the Supplier of any continuing responsibility failure to achieve the Service Levels. Customer shall not be able to claim for more than one Service Level failure arising from the same occurrence. 8.3. Requests for Service Credits will be paid only against validated claims, or remedy provided Customer has paid Freshwave all sums due under the Agreement, any failure credit balance due to do soCustomer will be carried forward to the next billing period. 8.4. In the event that a Service Credit is due to Customer, Freshwave will issue a credit note upon Customer’s request. Customer shall not be entitled to any Service Credits in respect of a claim unless and no estoppels or waiver shall arise from any such Approval and/or implementation by until ▇▇▇▇▇▇▇▇▇ has received notice of the Customerclaim in writing within twenty one (21) days of the end of the month for which a credit is requested. Annex 1 to this Part A of this Contract Schedule 6 sets Customer must submit a documented claim, setting out the formula reason for the claim and providing such evidence as shall be reasonably necessary to support the claim. Service Credits will be calculated by Freshwave and credited to Customer on a quarterly basis. 8.5. For the first quarter of a Service, the Service Levels and the Service Fees used to calculate the Service Credits will be prorated from the Service Ready Date until the end of the first quarter. If a Service Credit payable to the Customer as is cancelled during a result of a Service Level Failure in a given service period whichquarter, for the purpose of this Contract Schedule 6, shall be a recurrent period of [one Month] during the Contract Period (the “Service Period”). Annex 1 to this Part A of this Contract Schedule 6 includes details of each no Service Credit available to each Service Level Performance Criterion if the applicable Service Level Performance Measure is not met by the Supplier. The Customer shall use the Performance Monitoring Reports supplied by the Supplier under Part B (Performance Monitoring) of this Contract Schedule 6 to verify the calculation and accuracy of the Service Credits, if any, applicable to each relevant Service Period. Service Credits are a reduction of the amounts will be payable in respect of that Service for that quarter. 8.6. Service Credits will not be payable by Freshwave to Customer where the Goods failure to meet a Service Level is caused by any of the following: a. the fault or negligence of Customer, its employees, agents or contractors; b. Customer failing to comply with the terms of this Agreement; c. any Event of Force Majeure described in Clause 19.3; d. a failure by Customer to give Freshwave necessary access to any Equipment and/or Services and Premises after being requested to do not include VAT. The Supplier shall set-off the value so by Freshwave; e. maintenance during any Planned Outage; f. failure of any equipment, racking and cabling infrastructure owned by the Customer, tenant or the Landlord at the Premises but utilised by Freshwave as part of the Service; or g. any outages or degradation to existing Service Credits against that may be the appropriate invoice in accordance with calculation formula in Annex 1 result of Part A of this Contract Schedule 6Customer requested Service changes or upgrades.

Service Levels. Annex 1 to this Part A of this Contract Call-Off Schedule 6 sets out the Service Levels the performance of which the Parties have agreed to measure. The Supplier shall monitor its performance of this Call-Off Contract by reference to the relevant performance criteria for achieving the Service Levels shown in Annex 1 to this Part A of this Contract Call-Off Schedule 6 (the “Service Level Performance Criteria”) and shall send the Customer a Performance Monitoring Report detailing the level of service which was achieved in accordance with the provisions of Part B (Performance Monitoring) of this Contract Schedule 6Call-Off Schedule. The Supplier shall, at all times, provide the Goods and/or Services in such a manner that the Service Levels Performance Measures are achieved. If the level of performance of the Supplier of any element of the provision by it of the Goods and/or Services during the Call-Off Contract Period: is likely to or fails to meet any Service Level Performance Measure or is likely to cause or causes a Critical Service Failure to occur, the Supplier shall immediately notify the Customer in writing and the Customer, in its absolute discretion and without prejudice to any other of its rights howsoever arising including under Clause 13 10 of this Call-Off Contract (Service Levels and Service Credits), may: require the Supplier to immediately take all remedial action that is reasonable to mitigate the impact on the Customer and to rectify or prevent a Service Level Failure or Critical Service Level Failure from taking place or recurring; and if the action taken under paragraph (a) above has not already prevented or remedied the Service Level Failure or Critical Service Level Failure, the Customer shall be entitled to instruct the Supplier to comply with the Rectification Plan Process; or if a Service Level Failure has occurred, deduct from the Call-Off Contract Charges the applicable Service Level Credits payable by the Supplier to the Customer in accordance with the calculation formula set out in Annex 1 of this Part A of this Contract Schedule 6Call-Off Schedule; or if a Critical Service Level Failure has occurred, exercise its right to Compensation for Critical Service Level Failure in accordance with Clause 14 11 of this Call-Off Contract (Critical Service Level Failure) (including subject, for the avoidance of doubt, the proviso in Clause 14.2.2 11.1.2 of this Call-Off Contract in relation to Material Breach). Approval and implementation by the Customer of any Rectification Plan shall not relieve the Supplier of any continuing responsibility to achieve the Service Levels, or remedy any failure to do so, and no estoppels or waiver shall arise from any such Approval and/or implementation by the Customer. Annex 1 to this Part A of this Contract Call-Off Schedule 6 sets out the formula used to calculate a Service Credit payable to the Customer as a result of a Service Level Failure in a given service period which, for the purpose of this Contract Schedule 6Call-Off Schedule, shall be a recurrent period of [one Month] during the Call-Off Contract Period (the “Service Period”). Annex 1 to this Part A of this Contract Schedule 6 includes details of each Service Credit available to each Service Level Performance Criterion if the applicable Service Level Performance Measure is not met by the Supplier. The Customer shall use the Performance Monitoring Reports supplied by the Supplier under Part B (Performance Monitoring) of this Contract Schedule 6 to verify the calculation and accuracy of the Service Credits, if any, applicable to each relevant Service Period. Service Credits are a reduction of the amounts payable in respect of the Goods and/or Services and do not include VAT. The Supplier shall set-off the value of any Service Credits against the appropriate invoice in accordance with calculation formula in Annex 1 of Part A of this Contract Schedule 6.

Service Levels. Annex 1 to this Part A of this Contract Call Off Schedule 6 sets out the Service Levels the performance of which the Parties have agreed to measure. The Supplier shall monitor its performance of this Call Off Contract by reference to the relevant performance criteria for achieving the Service Levels shown in Annex 1 to this Part A of this Contract Call Off Schedule 6 (the “Service Level Performance Criteria”) and shall send the Customer a Performance Monitoring Report detailing the level of service which was achieved in accordance with the provisions of Part B (Performance Monitoring) of this Contract Call Off Schedule 6. The Supplier shall, at all times, provide the Goods and/or Services and delivery of purchased Goods in such a manner that the Service Levels Performance Measures are achieved. If the level of performance of the Supplier of any element of the provision by it of the Goods and/or Services and delivery of purchased Goods during the Call Off Contract Period: is likely to or fails to meet any Service Level Performance Measure or is likely to cause or causes a Critical Service Failure to occur, the Supplier shall immediately notify the Customer in writing and the Customer, in its absolute discretion and without prejudice to any other of its rights howsoever arising including under Clause 13 16 of this Call Off Contract (Service Levels and Service CreditsLevels), may: require the Supplier to immediately take all remedial action that is reasonable to mitigate the impact on the Customer and to rectify or prevent a Service Level Failure or Critical Service Level Failure from taking place or recurring; and if the action taken under paragraph (a) above has not already prevented or remedied the Service Level Failure or Critical Service Level Failure, the Customer shall be entitled to instruct the Supplier to comply with the Rectification Plan Process; or if a Service Level Failure has occurred, deduct from the Contract Charges the applicable Service Level Credits payable by the Supplier to the Customer in accordance with the calculation formula set out in Annex 1 of this Part A of this Contract Schedule 6; or NOT USED if a Critical Service Level Failure has occurred, exercise its right to Compensation for Critical Service Level Failure in accordance with Clause 14 17 of this Call Off Contract (Critical Service Level Failure) (including subject, for the avoidance of doubt, the proviso in Clause 14.2.2 17.2.1 of this Call Off Contract in relation to Material material Breach). Approval and implementation by the Customer of any Rectification Plan shall not relieve the Supplier of any continuing responsibility to achieve the Service Levels, or remedy any failure to do so, and no estoppels or waiver shall arise from any such Approval and/or implementation by the Customer. Annex 1 to this Part A of this Contract Schedule 6 sets out the formula used to calculate Incoming telephone queries and orders from a Service Credit payable Contracting Authority to the Customer as Supplier are answered within 8 seconds at least 98.5% Helpdesk queries from a result Contracting Authority to the Supplier are answered within 4 working hours at least 98.5% Each Order is acknowledged within 24 hours of a Service Level Failure in a given service period which, for being placed 100% Ordered Goods delivered within the purpose of this Contract Schedule 6, shall be a recurrent period of [one Month] during applicable delivery time at least 99% Ordered Goods delivered complete at the Contract Period (first attempt at least 98% Replacement Ordered Goods delivered within the “Service Period”). Annex 1 to this Part A of this Contract Schedule 6 includes details of each Service Credit agreed timescale at least 99% All Goods available to each Service Level Performance Criterion if the applicable Service Level Performance Measure is order at all times at least 99% Ordered Goods returned due to failure to conform to quality standards not met by the Supplier. The Customer shall use the Performance Monitoring Reports supplied by the more than 1% Returns or refunds due to Supplier under Part B picking incorrect goods not more than 2% First response to Contracting Authorities complaint (Performance Monitoringreceipt of complaint) of this Contract Schedule 6 to verify the calculation and accuracy of the Service Credits, if any, applicable to each relevant Service Period. Service Credits are a reduction of the amounts payable in respect of the Goods and/or Services and do not include VAT. The Supplier shall set-off the value of any Service Credits against the appropriate invoice in accordance with calculation formula in Annex 1 of Part A of this Contract Schedule 6.within agreed timescales at least 99%

Service Levels. Annex 1 to this Part A of this Contract Call Off Schedule 6 sets out the Service Levels the performance of which the Parties have agreed to measure. The Supplier shall monitor its performance of this Call Off Contract by reference to the relevant performance criteria for achieving the Service Levels shown in Annex 1 to this Part A of this Contract Call Off Schedule 6 (the “Service Level Performance Criteria”) and shall send the Customer a Performance Monitoring Report detailing the level of service which was achieved in accordance with the provisions of Part B (Performance Monitoring) of this Contract Schedule 6Call Off Schedule. The Supplier shall, at all times, provide the Goods and/or and Services in such a manner that the Service Levels Performance Measures are achieved. If the level of performance of the Supplier of any element of the provision by it of the Goods and/or and Services during the Call Off Contract Period: is likely to or fails to meet any Service Level Performance Measure or is likely to cause or causes a Critical Service Failure to occur, the Supplier shall immediately notify the Customer in writing and the Customer, in its absolute discretion and without prejudice to any other of its rights howsoever arising including under Clause 13 of this Call Off Contract (Service Levels and Service Credits), may: require the Supplier to immediately take all remedial action that is reasonable to mitigate the impact on the Customer and to rectify or prevent a Service Level Failure or Critical Service Level Failure from taking place or recurring; and if the action taken under paragraph (a) above has not already prevented or remedied the Service Level Failure or Critical Service Level Failure, the Customer shall be entitled to instruct the Supplier to comply with the Rectification Plan Process; or if a Service Level Failure has occurred, deduct from the Call Off Contract Charges the applicable Service Level Credits payable by the Supplier to the Customer in accordance with the calculation formula set out in Annex 1 of this Part A of this Contract Schedule 6Call Off Schedule; or if a Critical Service Level Failure has occurred, exercise its right to Compensation for Critical Service Level Failure in accordance with Clause 14 of this Call Off Contract (Critical Service Level Failure) (including subject, for the avoidance of doubt, the proviso in Clause 14.2.2 of this Call Off Contract in relation to Material Breach). Approval and implementation by the Customer of any Rectification Plan shall not relieve the Supplier of any continuing responsibility to achieve the Service Levels, or remedy any failure to do so, and no estoppels or waiver shall arise from any such Approval and/or implementation by the Customer. Annex 1 to this Part A of this Contract Call Off Schedule 6 sets out the formula used to calculate a Service Credit payable to the Customer as a result of a Service Level Failure in a given service period which, for the purpose of this Contract Call Off Schedule 6, shall be a recurrent period of [one Month] during the Call Off Contract Period (the “Service Period”). Annex 1 to this Part A of this Contract Call Off Schedule 6 includes details of each Service Credit available to each Service Level Performance Criterion if the applicable Service Level Performance Measure is not met by the Supplier. The Customer shall use the Performance Monitoring Reports supplied by the Supplier under Part B (Performance Monitoring) of this Contract Call Off Schedule 6 to verify the calculation and accuracy of the Service Credits, if any, applicable to each relevant Service Period. Service Credits are a reduction of the amounts payable in respect of the Goods and/or and Services and do not include VAT. The Supplier shall set-off the value of any Service Credits against the appropriate invoice in accordance with calculation formula in Annex 1 of Part A of this Contract Call Off Schedule 6.

Service Levels. Annex 1 to this Part A of this Contract Call Off Schedule 6 sets out the Service Levels the performance of which the Parties have agreed to measure. The Supplier shall monitor its performance of this Call Off Contract by reference to the relevant performance criteria for achieving the Service Levels shown in Annex 1 to this Part A of this Contract Call Off Schedule 6 (the “Service Level Performance Criteria”) and shall send the Customer a Performance Monitoring Report detailing the level of service which was achieved in accordance with the provisions of Part B (Performance Monitoring) of this Contract Call Off Schedule 6. The Supplier shall, at all times, provide the Goods and/or Services in such a manner that the Service Levels Performance Measures are achieved. If the level of performance of the Supplier of any element of the provision by it of the Goods and/or Services during the Call Off Contract Period: is likely to or fails to meet any Service Level Performance Measure or is likely to cause or causes a Critical Service Failure to occur, the Supplier shall immediately notify the Customer in writing and the Customer, in its absolute discretion and without prejudice to any other of its rights howsoever arising including under Clause 13 18. of this Call Off Contract (Service Levels and Service Credits), may: require the Supplier to immediately take all remedial action that is reasonable to mitigate the impact on the Customer and to rectify or prevent a Service Level Failure or Critical Service Level Failure from taking place or recurring; and if the action taken under paragraph (a) above has not already prevented or remedied the Service Level Failure or Critical Service Level Failure, the Customer shall be entitled to instruct the Supplier to comply with the Rectification Plan Process; or if a Service Level Failure has occurred, deduct from the Call Off Contract Charges the applicable Service Level Credits payable by the Supplier to the Customer in accordance with the calculation formula set out in Annex 1 of this Part A of this Contract Call Off Schedule 6; or if a Critical Service Level Failure has occurred, exercise its right to Compensation for Critical Service Level Failure in accordance with Clause 14 19. of this Call Off Contract (Critical Service Level Failure) (including subject, for the avoidance of doubt, the proviso in Clause 14.2.2 19.2.2 of this Call Off Contract in relation to Material Breach). Approval and implementation by the Customer of any Rectification Plan shall not relieve the Supplier of any continuing responsibility to achieve the Service Levels, or remedy any failure to do so, and no estoppels or waiver shall arise from any such Approval and/or implementation by the Customer. Annex 1 to this Part A of this Contract Call Off Schedule 6 sets out the formula used to calculate a Service Credit payable to the Customer as a result of a Service Level Failure in a given service period which, for the purpose of this Contract Call Off Schedule 6, shall be a recurrent period of [one Month] during the Call Off Contract Period (the “Service Period”). Annex 1 to this Part A of this Contract Call Off Schedule 6 includes details of each Service Credit available to each Service Level Performance Criterion if the applicable Service Level Performance Measure is not met by the Supplier. The Customer shall use the Performance Monitoring Reports supplied by the Supplier under Part B (Performance Monitoring) of this Contract Call Off Schedule 6 to verify the calculation and accuracy of the Service Credits, if any, applicable to each relevant Service Period. Service Credits are a reduction of the amounts payable in respect of the Goods and/or Services and do not include VAT. The Supplier shall set-off the value of any Service Credits against the appropriate invoice in accordance with calculation formula in Annex 1 of Part A of this Contract Call Off Schedule 6.

Service Levels. Annex 1 8.1. Freshwave shall use reasonable endeavours to this Part A of this Contract Schedule 6 sets out provide the Service Levels the performance of which the Parties have agreed to measure. The Supplier shall monitor its performance of this Contract by reference to the relevant performance criteria for achieving the Service Levels shown in Annex 1 to this Part A of this Contract Schedule 6 (the “Service Level Performance Criteria”Service(s) and shall send the Customer a Performance Monitoring Report detailing the level of service which was achieved in accordance with the provisions Service Levels set out in the relevant Schedule 2. 8.2. Customer’s sole and exclusive remedy for a cause of Part B (Performance Monitoring) of this Contract Schedule 6. The Supplier shall, at all times, provide the Goods and/or Services action that results in such a manner that deviation from the Service Levels Performance Measures are achieved. If the level of performance of the Supplier of any element of the provision by it of the Goods and/or Services during the Contract Period: is likely to or fails to meet any Service Level Performance Measure or is likely to cause or causes a Critical Service Failure to occur, the Supplier shall immediately notify the Customer in writing and the Customer, in its absolute discretion and without prejudice to any other of its rights howsoever arising including under Clause 13 of this Contract (Service Levels and Service Credits), may: require the Supplier to immediately take all remedial action that is reasonable to mitigate the impact on the Customer and to rectify or prevent a Service Level Failure or Critical Service Level Failure from taking place or recurring; and if the action taken under paragraph (a) above has not already prevented or remedied the Service Level Failure or Critical Service Level Failure, the Customer shall be entitled to instruct the Supplier to comply with the Rectification Plan Process; or if a Service Level Failure has occurred, deduct from the Contract Charges the applicable Service Level Credits payable by the Supplier to the Customer in accordance with the calculation formula as set out in Annex 1 the relevant Schedule 2. Customer agrees that the compensation provided under relevant Schedule 2 represents a reasonable pre-estimate of this Part A all of this Contract Schedule 6; or if a Critical Service Level Failure has occurred, exercise its right losses and Freshwave shall have no further Liability to Compensation for Critical Service Level Failure in accordance with Clause 14 of this Contract (Critical Service Level Failure) (including subject, Customer for the avoidance of doubt, the proviso in Clause 14.2.2 of this Contract in relation to Material Breach). Approval and implementation by the Customer of any Rectification Plan shall not relieve the Supplier of any continuing responsibility failure to achieve the Service Levels. Customer shall not be able to claim for more than one Service Level failure arising from the same occurrence. 8.3. Requests for Service Credits will be paid only against validated claims, or remedy provided Customer has paid Freshwave all sums due under the Agreement, any failure credit balance due to do soCustomer will be carried forward to the next billing period. 8.4. In the event that a Service Credit is due to Customer, Freshwave will issue a credit note upon Customer’s request. Customer shall not be entitled to any Service Credits in respect of a claim unless and no estoppels or waiver shall arise from any such Approval and/or implementation by until Freshwave has received notice of the Customerclaim in writing within twenty one (21) days of the end of the month for which a credit is requested. Annex 1 to this Part A of this Contract Schedule 6 sets Customer must submit a documented claim, setting out the formula reason for the claim and providing such evidence as shall be reasonably necessary to support the claim. Service Credits will be calculated by Freshwave and credited to Customer on a quarterly basis. 8.5. For the first quarter of a Service, the Service Levels and the Service Fees used to calculate the Service Credits will be prorated from the Service Ready Date until the end of the first quarter. If a Service Credit payable to the Customer as is cancelled during a result of a Service Level Failure in a given service period whichquarter, for the purpose of this Contract Schedule 6, shall be a recurrent period of [one Month] during the Contract Period (the “Service Period”). Annex 1 to this Part A of this Contract Schedule 6 includes details of each no Service Credit available to each Service Level Performance Criterion if the applicable Service Level Performance Measure is not met by the Supplier. The Customer shall use the Performance Monitoring Reports supplied by the Supplier under Part B (Performance Monitoring) of this Contract Schedule 6 to verify the calculation and accuracy of the Service Credits, if any, applicable to each relevant Service Period. Service Credits are a reduction of the amounts will be payable in respect of that Service for that quarter. 8.6. Service Credits will not be payable by Freshwave to Customer where the Goods failure to meet a Service Level is caused by any of the following: a. the fault or negligence of Customer, its employees, agents or contractors; b. Customer failing to comply with the terms of this Agreement; c. any Event of Force Majeure described in Clause 19.3; d. a failure by Customer to give Freshwave necessary access to any Equipment and/or Services and Premises after being requested to do not include VAT. The Supplier shall set-off the value so by Freshwave; e. maintenance during any Planned Outage; f. failure of any equipment, racking and cabling infrastructure owned by the Customer, tenant or the Landlord at the Premises but utilised by Freshwave as part of the Service; or g. any outages or degradation to existing Service Credits against that may be the appropriate invoice in accordance with calculation formula in Annex 1 result of Part A of this Contract Schedule 6Customer requested Service changes or upgrades.

Service Levels. Annex 1 to this Part A of this Contract Lease Agreement Schedule 6 sets out the Service Levels the performance of which the Parties have agreed to measure. The Supplier shall monitor its performance of this Contract Lease Agreement by reference to the relevant performance criteria for achieving the Service Levels shown in Annex 1 to this Part A of this Contract Lease Agreement Schedule 6 (the “Service Level Performance Criteria”) and shall send the Customer a Performance Monitoring Report detailing the level of service which was achieved in accordance with the provisions of Part B (Performance Monitoring) of this Contract Lease Agreement Schedule 6. The Supplier shall, at all times, provide the Goods and/or Services in such a manner that the Service Levels Performance Measures are achieved. If the level of performance of the Supplier of any element of the provision by it of the Goods and/or Services during the Contract Lease Agreement Period: is likely to or fails to meet any Service Level Performance Measure or is likely to cause or causes a Critical Service Failure to occur, the Supplier shall immediately notify the Customer in writing and the Customer, in its absolute discretion and without prejudice to any other of its rights howsoever arising including under Clause 13 of this Contract Lease Agreement (Service Levels and Service Credits), may: require the Supplier to immediately take all remedial action that is reasonable to mitigate the impact on the Customer and to rectify or prevent a Service Level Failure or Critical Service Level Failure from taking place or recurring; and if the action taken under paragraph (a) above has not already prevented or remedied the Service Level Failure or Critical Service Level Failure, the Customer shall be entitled to instruct the Supplier to comply with the Rectification Plan Process; or if a Service Level Failure has occurred, deduct from the Contract Lease Agreement Charges the applicable Service Level Credits payable by the Supplier to the Customer in accordance with the calculation formula set out in Annex 1 of this Part A of this Contract Lease Agreement Schedule 6; or if a Critical Service Level Failure has occurred, exercise its right to Compensation for Critical Service Level Failure in accordance with Clause 14 of this Contract Lease Agreement (Critical Service Level Failure) (including subject, for the avoidance of doubt, the proviso in Clause 14.2.2 of this Contract Lease Agreement in relation to Material Breach). Approval and implementation by the Customer of any Rectification Plan shall not relieve the Supplier of any continuing responsibility to achieve the Service Levels, or remedy any failure to do so, and no estoppels or waiver shall arise from any such Approval and/or implementation by the Customer. Annex 1 to this Part A of this Contract Lease Agreement Schedule 6 sets out the formula used to calculate a Service Credit payable to the Customer as a result of a Service Level Failure in a given service period which, for the purpose of this Contract Lease Agreement Schedule 6, shall be a recurrent period of [one Month] during the Contract Lease Agreement Period (the “Service Period”). Annex 1 to this Part A of this Contract Lease Agreement Schedule 6 includes details of each Service Credit available to each Service Level Performance Criterion if the applicable Service Level Performance Measure is not met by the Supplier. The Customer shall use the Performance Monitoring Reports supplied by the Supplier under Part B (Performance Monitoring) of this Contract Lease Agreement Schedule 6 to verify the calculation and accuracy of the Service Credits, if any, applicable to each relevant Service Period. Service Credits are a reduction of the amounts payable in respect of the Goods and/or Services and do not include VAT. The Supplier shall set-off the value of any Service Credits against the appropriate invoice in accordance with calculation formula in Annex 1 of Part A of this Contract Lease Agreement Schedule 6.

Service Levels. Annex 1 to this Part A of this Contract Call Off Schedule 6 sets out the Service Levels the performance of which the Parties have agreed to measure. The Supplier shall monitor its performance of this Call Off Contract by reference to the relevant performance criteria for achieving the Service Levels shown in Annex 1 to this Part A of this Contract Call Off Schedule 6 (the “Service Level Performance Criteria”) and shall send the Customer a Performance Monitoring Report detailing the level of service which was achieved in accordance with the provisions of Part B (Performance Monitoring) of this Contract Call Off Schedule 6. The Supplier shall, at all times, provide the Goods and/or Services in such a manner that the Service Levels Performance Measures are achieved. If the level of performance of the Supplier of any element of the provision by it of the Goods and/or Services during the Call Off Contract Period: is likely to or fails to meet any Service Level Performance Measure or is likely to cause or causes a Critical Service Failure to occur, the Supplier shall immediately notify the Customer in writing and the Customer, in its absolute discretion and without prejudice to any other of its rights howsoever arising including under Clause 13 13. of this Call Off Contract (Service Levels and Service Credits), may: require the Supplier to immediately take all remedial action that is reasonable to mitigate the impact on the Customer and to rectify or prevent a Service Level Failure or Critical Service Level Failure from taking place or recurring; and if the action taken under paragraph (a) above has not already prevented or remedied the Service Level Failure or Critical Service Level Failure, the Customer shall be entitled to instruct the Supplier to comply with the Rectification Plan Process; or if a Service Level Failure has occurred, deduct from the Call Off Contract Charges the applicable Service Level Credits payable by the Supplier to the Customer in accordance with the calculation formula set out in Annex 1 of this Part A of this Contract Call Off Schedule 6; or if a Critical Service Level Failure has occurred, exercise its right to Compensation for Critical Service Level Failure in accordance with Clause 14 14. of this Call Off Contract (Critical Service Level Failure) (including subject, for the avoidance of doubt, the proviso in Clause 14.2.2 of this Call Off Contract in relation to Material Breach). Approval and implementation by the Customer of any Rectification Plan shall not relieve the Supplier of any continuing responsibility to achieve the Service Levels, or remedy any failure to do so, and no estoppels or waiver shall arise from any such Approval and/or implementation by the Customer. Annex 1 to this Part A of this Contract Call Off Schedule 6 sets out the formula used to calculate a Service Credit payable to the Customer as a result of a Service Level Failure in a given service period which, for the purpose of this Contract Call Off Schedule 6, shall be a recurrent period of [one Month] Month during the Call Off Contract Period (the “Service Period”). Annex 1 to this Part A of this Contract Call Off Schedule 6 includes details of each Service Credit available to each Service Level Performance Criterion if the applicable Service Level Performance Measure is not met by the Supplier. The Customer shall use the Performance Monitoring Reports supplied by the Supplier under Part B (Performance Monitoring) of this Contract Call Off Schedule 6 to verify the calculation and accuracy of the Service Credits, if any, applicable to each relevant Service Period. Service Credits are a reduction of the amounts payable in respect of the Goods and/or Services and do not include VAT. The Supplier shall set-off the value of any Service Credits against the appropriate invoice in accordance with calculation formula in Annex 1 of Part A of this Contract Call Off Schedule 6.

Service Levels. 3.1. Annex 1 to this Part A of this Contract Schedule 6 sets out the Service Levels Levels, the performance of which the Parties have agreed to measure. 3.2. The Supplier shall monitor its performance of this Contract by reference to the relevant performance criteria for achieving the Service Levels shown in Annex 1 to this Part A of this Contract Schedule 6 (the “Service Level Performance Criteria”) and shall send the Customer and/or the Authority a Performance Monitoring Report detailing the level of service which was achieved in accordance with the provisions of Part B (Performance Monitoring) of this Contract Schedule 6Schedule. 3.3. The Supplier shall, at all times, provide the Goods and/or Services in such a manner that the Service Levels Performance Measures are achieved. 3.4. If the level of performance of the Supplier of any element of the provision by be it of the Goods and/or Services during the Contract Period: Period of the Enabling Agreement: (a) is likely to or fails to meet any Service Level Performance Measure or Measure; or (b) is likely to cause or causes a Critical Service Level Failure to occur, the Supplier shall immediately notify the Customer and/or the Authority in writing and the Customer, in its absolute discretion and without prejudice to any other of its rights howsoever arising including under Clause 13 of this Contract (Service Levels and Service Credits)arising, may: : (i) require the Supplier to immediately take all remedial action that is reasonable to mitigate the impact on the Customer and to rectify or prevent a Service Level Failure or Critical Service Level Failure from taking place or recurring; and and (ii) if the action taken under paragraph (ai) above has not already prevented or remedied the Service Level Failure or Critical Service Level Failure, the Customer and/or the Authority shall be entitled to instruct the Supplier to comply with the Rectification Plan Process; or process. 3.5. Subject to paragraph 4.8 below, if a Service Level Failure has occurred, deduct the Supplier shall deduct, in the month following the month in which the Service Credits were incurred pursuant to paragraph 4.8 below, from the Contract Charges Service Fees the applicable Service Level Credits payable by the Supplier to the Customer in accordance with the calculation formula mechanism set out in Annex 1 of this Part A of this Contract Schedule 6; or if no Service Fees are due, the Supplier shall pay such Service Credits to the Customer in the month following the month in which the Service Credits were incurred pursuant to paragraph 4.8 below. If a Customer has signed an Enabling Agreement with a Supplier with £0 (zero) Service Fees, any applicable Service Credits due need to be returned to the Customer in form of a credit note. 3.6. If a Critical Service Level Failure has occurred, the Customer and/or the Authority shall be entitled to exercise its right to Compensation for Critical Service Level Failure terminate the Enabling Agreement in accordance with Clause 14 B20.1(i) of this Contract (Critical Service Level Failure) (including subject, for the avoidance of doubt, the proviso in Clause 14.2.2 of this Contract in relation to Material Breach)Commercial Agreement. 3.7. Approval and implementation by the Customer and/or the Authority of any Rectification Plan shall not relieve the Supplier of any continuing responsibility to achieve the Service Levels, or remedy any failure to do so, and no estoppels or waiver shall arise from any such Approval approval and/or implementation by the Customer. Annex 1 to this Part A of this Contract Schedule 6 sets out the formula used to calculate a Service Credit payable to the Customer as a result of a Service Level Failure in a given service period which, for the purpose of this Contract Schedule 6, shall be a recurrent period of [one Month] during the Contract Period (the “Service Period”). Annex 1 to this Part A of this Contract Schedule 6 includes details of each Service Credit available to each Service Level Performance Criterion if the applicable Service Level Performance Measure is not met by the Supplier. The Customer shall use the Performance Monitoring Reports supplied by the Supplier under Part B (Performance Monitoring) of this Contract Schedule 6 to verify the calculation and accuracy of the Service Credits, if any, applicable to each relevant Service Period. Service Credits are a reduction of the amounts payable in respect of the Goods and/or Services and do not include VAT. The Supplier shall set-off the value of any Service Credits against the appropriate invoice in accordance with calculation formula in Annex 1 of Part A of this Contract Schedule 6.

Service Levels. Annex 1 to this Part A of this Contract Call Off Schedule 6 sets out the Service Levels the performance of which the Parties have agreed to measure. The Supplier shall monitor its performance of this Call Off Contract by reference to the relevant performance criteria for achieving the Service Levels shown in Annex 1 to this Part A of this Contract Call Off Schedule 6 (the “Service Level Performance Criteria”) and shall send the Customer a Performance Monitoring Report detailing the level of service which was achieved in accordance with the provisions of Part B (Performance Monitoring) of this Contract Call Off Schedule 6. The Supplier shall, at all times, provide the Goods and/or Services in such a manner that the Service Levels Performance Measures are achieved. If the level of performance of the Supplier of any element of the provision by it of the Goods and/or Services during the Call Off Contract Period: is likely to or fails to meet any Service Level Performance Measure or is likely to cause or causes a Critical Service Failure to occur, the Supplier shall immediately notify the Customer in writing and the Customer, in its absolute discretion and without prejudice to any other of its rights howsoever arising including under Clause 13 of this Call Off Contract (Service Levels and Service CreditsLevels), may: require the Supplier to immediately take all remedial action that is reasonable to mitigate the impact on the Customer and to rectify or prevent a Service Level Failure or Critical Service Level Failure from taking place or recurring; and if the action taken under paragraph (a) above has not already prevented or remedied the Service Level Failure or Critical Service Level Failure, the Customer shall be entitled to instruct the Supplier to comply with the Rectification Plan Process; or if a Service Level Failure has occurred, deduct from the Call Off Contract Charges the applicable Service Level Credits payable by the Supplier to the Customer in accordance with the calculation formula set out in Annex 1 of this Part A of this Contract Call Off Schedule 6; or if a Critical Service Level Failure has occurred, exercise its right to Compensation for Critical Service Level Failure in accordance with Clause 14 of this Call Off Contract (Critical Service Level Failure) (including subject, for the avoidance of doubt, the proviso in Clause 14.2.2 of this Call Off Contract in relation to Material Breach). Approval and implementation by the Customer of any Rectification Plan shall not relieve the Supplier of any continuing responsibility to achieve the Service Levels, or remedy any failure to do so, and no estoppels or waiver shall arise from any such Approval and/or implementation by the Customer. Annex Candidate Management via CS Jobs or alternative Applicant Tracking System Unsuccessful candidates at any stage to be regretted by post/email On pre-agreed date in timeline Status Checked Daily Inbox Checked Daily Application Screen Candidates who apply online and who have not booked themselves in for interview, will be called Within 2 days, will be chased in another 2 days and then withdrawn Contact successful candidates to book into interview On pre-agreed date in timeline Candidates will be called 24 hours prior to interview with reminder Within 24 hours of interview Candidates who are “no show” at interview will be called to re-book, where pre-agreed Within 24 hours Candidates who are no show at interview twice will be withdrawn Within 24 hours Any updates to adverts, microsites, extranets or any other requests Completed within 2 hours of request Assessment Centre/online test Contact successful candidates to book into assessment/online test On pre-agreed date in timeline Candidates will be called twice to book in for assessment/online test before being withdrawn Within 24 hours of AC Candidates to be called 24 hours to prior to AC/online test with reminder Within 24 hours of AC Candidates who are no show at assessment centre/online test will be called to re-book, where pre-agreed Within 24 hours Provider/s to confirm assessment centre/online test timetables By 1200hrs the day before the assessment centre Provider/s to advise client if an assessment centre/online test needs to be cancelled due to insufficient pipeline figures 1 week before assessment centre Provider/s to upload results to ATS with outcome of assessment centre Within 48 hours Management Information Provide response rates (this Part A could also include additional data) Daily Provide diversity statistics at the close of this Contract Schedule 6 sets out campaign Within 7 working days of campaign close Provide a post campaign report Within 7 working days of campaign close Provide a full post campaign report Within 12 working days of campaign close Candidates Respond to candidate complaints professionally. All candidates are to be dealt with in line with the formula used to calculate a Civil Service Credit payable Commissioners Recruitment Principles within the jurisdiction of the provider/s Within 48 days from date complaint raised Presentation of candidates per role that match skills and experience outlined 3 CVs or application forms per vacancy Media Copywriting 2 days Provide media schedule Less than £15k - 2 days More than £15k – 3 days Publish on media Less than £15k - 2 days More than £15k – 3 days Produce creative contents/products To be agreed per commission Where timeframes are indicated above these must be met at least in 95% of that activity. In addition to the Customer as a result of a Service Level Failure in a given service period which, for above generic SLA there may be specific SLA that apply to specific projects and where this is the purpose of this Contract Schedule 6, shall case these will be a recurrent period of [one Month] during discussed at the Contract Period (the “Service Period”). Annex 1 to this Part A of this Contract Schedule 6 includes details of each Service Credit available to each Service Level Performance Criterion if the applicable Service Level Performance Measure is not met by the Supplier. The Customer shall use the Performance Monitoring Reports supplied by the Supplier under Part B (Performance Monitoring) of this Contract Schedule 6 to verify the calculation and accuracy outset of the Service Credits, if any, applicable to each relevant Service Period. Service Credits are a reduction of the amounts payable in respect of the Goods and/or Services and do not include VAT. The Supplier shall set-off the value of any Service Credits against the appropriate invoice in accordance with calculation formula in Annex 1 of Part A of this Contract Schedule 6project.

Service Levels. Annex 1 to this Part A of this Contract Schedule 6 sets out the Service Levels the performance of which the Parties have agreed to measure. The Supplier shall monitor its performance of this Contract by reference to perform the relevant performance criteria for achieving the Service Levels shown in Annex 1 to this Part A of this Contract Schedule 6 (the “Service Level Performance Criteria”) and shall send the Customer a Performance Monitoring Report detailing the level of service which was achieved Services in accordance with the provisions of Part B (Performance Monitoring) of this Contract Schedule 6. The Supplier shall, at all times, provide the Goods and/or Services Service Levels in such a manner such that Supplier achieves the applicable Service Levels. Supplier’s performance against the Service Levels Performance Measures are achieved. If the level of performance of the Supplier of (including any element of the provision by it of the Goods and/or Services during the Contract Period: is likely to or fails to meet any Service Level Performance Measure or is likely to cause or causes a Critical Service Failure to occur, the Supplier shall immediately notify the Customer in writing and the Customer, in its absolute discretion and without prejudice to any other of its rights howsoever arising including under Clause 13 of this Contract (Service Levels and Service Credits), may: require the Supplier to immediately take all remedial action that is reasonable to mitigate the impact on the Customer and to rectify or prevent a Service Level Failure or Critical Service Level Failure credits resulting from taking place or recurring; and if the action taken under paragraph (asuch performance) above has not already prevented or remedied the Service Level Failure or Critical Service Level Failure, the Customer shall be entitled to instruct the Supplier to comply with the Rectification Plan Process; or if a Service Level Failure has occurred, deduct from the Contract Charges the applicable Service Level Credits payable by the Supplier to the Customer measured and assessed in accordance with the calculation formula methodology set out forth in Annex 1 of this Part A of this Contract Schedule 6; or if a Critical Service Level Failure has occurred, exercise its Exhibit 3. Performance Credits shall not limit Customer Party’s right to Compensation for Critical Service Level Failure recover, in accordance with Clause 14 of this Contract (Critical Service Level Failure) (including subjectAgreement, for the avoidance of doubt, the proviso in Clause 14.2.2 of this Contract in relation to Material Breach). Approval and implementation any damages incurred by the Customer of any Rectification Plan shall not relieve the Supplier of any continuing responsibility to achieve the Service Levels, or remedy any failure to do so, and no estoppels or waiver shall arise from any such Approval and/or implementation by the Customer. Annex 1 to this Part A of this Contract Schedule 6 sets out the formula used to calculate a Service Credit payable to the Customer as a result of a Supplier’s failure to perform the Services in accordance with, or to achieve, the Service Level Failure Levels (but shall offset any such damages payable by Supplier in a given service period whichconnection with the failure which resulted in the applicable Performance Credit). – Broadridge Confidential; IBM Confidential – Confidential Treatment is Requested by Broadridge Financial Solutions, Inc. Pursuant to 17 C.F.R. 200.83 ARTICLE 9 COOPERATION WITH CUSTOMER THIRD PARTY SUPPLIERS. 9.01. Cooperation with Customer Third Party Suppliers Notwithstanding any other provision in this Agreement, but subject to Section 3.14, [****], to the extent applicable, otherwise Customer shall pay for the purpose provision of such assistance pursuant to the Change Control Procedures and the issue escalation procedures set forth in Article 5 of Exhibit 9), including assisting Customer in connection with any requests for proposal for Customer Third Party Suppliers to provide services to Customer (such as, by providing to Customer information related to such services in order to enable Customer to draft a request for proposal relating to such services). Supplier shall assist and cooperate (and shall perform such actions as Non-Chargeable Changes, to the extent applicable, otherwise Customer shall pay for the performance of such actions pursuant to the Change Control Procedures and the issue escalation procedures set forth in Article 5 of Exhibit 9) in good faith with Customer and the Customer Third Party Suppliers (which cooperation shall include providing information related to Customer’s receipt of the Services that is reasonably requested by Customer), to the extent reasonably required by Customer and provided that such Customer Third Party Suppliers are bound by confidentiality provisions no less stringent than those of Customer in this Contract Schedule 6Agreement, to coordinate Supplier’s provision of the Services and the performance by Customer and the Customer Third Party Suppliers of services that are related to, or otherwise interface or are integrated with, the Services. Such assistance and cooperation shall include: (1) provision of requested and applicable written information concerning the Services, data and technology used in providing the Services, including information regarding the operating environment, system constraints and operating parameters, and other reasonably requested non-Confidential Information; (2) logical access to Customer’s systems and architecture configurations to the extent reasonably requested by Customer Third Party Suppliers and authorized by Customer; provided, however, that Section 3.16 shall apply to extent Supplier’s failure to provide the Services in accordance with the Service Levels is directly attributable to such access obligations; (3) access to the Service Locations, subject to the Supplier Security Policies; provided, however, that (a) Supplier shall provide such access, on a one-time basis, only to the extent required to cooperate with a Customer Third Party Supplier, (b) Supplier shall not be required to provide such access to any Supplier Competitor that is a recurrent period successor to, or replacement of, Supplier Party and (c) the Service Locations shall not be used to perform any portion of [one Month] during the Contract Period Services that are insourced or resourced pursuant to Section 3.14; and (4) access to the Supplier Software, Developed Supplier Software and Supplier Hardware to the extent reasonably requested by Customer Third Party Suppliers and agreed by the Parties; provided, however, that (a) Supplier shall not be required to provide such access to any Supplier Competitor that is a successor to, or replacement of, Supplier Party and (b) such Supplier Software, Developed Supplier Software and Supplier Hardware shall not be used to perform any portion of the Services that are insourced or resourced pursuant to Section 3.14. – Broadridge Confidential; IBM Confidential – 29 Confidential Treatment is Requested by Broadridge Financial Solutions, Inc. Pursuant to 17 C.F.R. 200.83 Supplier shall provide such additional assistance and support (and shall provide such additional assistance and support as Non-Chargeable Changes, to the extent applicable, otherwise Customer shall pay for the provision of such additional assistance and support pursuant to the Change Control Procedures and the issue escalation procedures set forth in Article 5 of Exhibit 9) to Customer as Customer may request from time to time. To the extent Customer requests Supplier to act as project manager with respect to any Customer Third Party Supplier, Supplier shall provide any such assistance and support in accordance with the Change Control Procedures (and shall provide such support as a Non-Chargeable Change, to the extent applicable, otherwise Customer shall pay for the provision of such support pursuant to the Change Control Procedures and the issue escalation procedures set forth in Article 5 of Exhibit 9). 9.02. Cooperation on Issues and Service Problems Supplier shall cooperate with Customer and the Customer Third Party Suppliers to establish the root cause of any failure: (1) by Supplier to perform its obligations under this Agreement and (2) by any Customer Third Party Supplier to perform its obligations relating to Customer (each such failure, a “Service PeriodProblem”). Annex 1 to this Part A If the root cause of this Contract Schedule 6 includes details a Service Problem falls within the responsibility of each Service Credit available to each Service Level Performance Criterion if the applicable Service Level Performance Measure is not met by the Supplier. The Customer , Supplier shall use the Performance Monitoring Reports supplied by the Supplier under Part B (Performance Monitoring) of this Contract Schedule 6 to verify the calculation and accuracy of promptly resolve the Service Credits, if any, applicable to each relevant Service Period. Service Credits are a reduction of the amounts payable in respect of the Goods and/or Services and do not include VAT. The Supplier shall set-off the value of any Service Credits against the appropriate invoice Problem in accordance with calculation formula in Annex 1 of Part A the terms of this Contract Schedule 6Agreement.

Service Levels. Annex 1 to this Part A of this Contract Lease Agreement Schedule 6 sets out the Service Levels the performance of which the Parties have agreed to measure. The Supplier shall monitor its performance of this Contract Lease Agreement by reference to the relevant performance criteria for achieving the Service Levels shown in Annex 1 to this Part A of this Contract Lease Agreement Schedule 6 (the “Service Level Performance Criteria”) and shall send the Customer a Performance Monitoring Report detailing the level of service which was achieved in accordance with the provisions of Part B (Performance Monitoring) of this Contract Lease Agreement Schedule 6. The Supplier shall, at all times, provide the Goods and/or Services in such a manner that the Service Levels Performance Measures are achieved. If the level of performance of the Supplier of any element of the provision by it of the Goods and/or Services during the Contract Lease Agreement Period: is likely to or fails to meet any Service Level Performance Measure or is likely to cause or causes a Critical Service Failure to occur, the Supplier shall immediately notify the Customer in writing and the Customer, in its absolute discretion and without prejudice to any other of its rights howsoever arising including under Clause 13 16 of this Contract Lease Agreement (Service Levels and Service Credits), may: require the Supplier to immediately take all remedial action that is reasonable to mitigate the impact on the Customer and to rectify or prevent a Service Level Failure or Critical Service Level Failure from taking place or recurring; and if the action taken under paragraph (a) above has not already prevented or remedied the Service Level Failure or Critical Service Level Failure, the Customer shall be entitled to instruct the Supplier to comply with the Rectification Plan Process; or if a Service Level Failure has occurred, deduct from the Contract Lease Agreement Charges the applicable Service Level Credits payable by the Supplier to the Customer in accordance with the calculation formula set out in Annex 1 of this Part A of this Contract Lease Agreement Schedule 6; or if a Critical Service Level Failure has occurred, exercise its right to Compensation for Critical Service Level Failure in accordance with Clause 14 17 of this Contract Lease Agreement (Critical Service Level Failure) (including subject, for the avoidance of doubt, the proviso in Clause 14.2.2 17.2.2 of this Contract Lease Agreement in relation to Material Breach). Approval and implementation by the Customer of any Rectification Plan shall not relieve the Supplier of any continuing responsibility to achieve the Service Levels, or remedy any failure to do so, and no estoppels or waiver shall arise from any such Approval and/or implementation by the Customer. Annex 1 to this Part A of this Contract Lease Agreement Schedule 6 sets out the formula used to calculate a Service Credit payable to the Customer as a result of a Service Level Failure in a given service period which, for the purpose of this Contract Lease Agreement Schedule 6, shall be a recurrent period of [one Month] during the Contract Lease Agreement Period (the “Service Period”). Annex 1 to this Part A of this Contract Lease Agreement Schedule 6 includes details of each Service Credit available to each Service Level Performance Criterion if the applicable Service Level Performance Measure is not met by the Supplier. The Customer shall use the Performance Monitoring Reports supplied by the Supplier under Part B (Performance Monitoring) of this Contract Lease Agreement Schedule 6 to verify the calculation and accuracy of the Service Credits, if any, applicable to each relevant Service Period. Service Credits are a reduction of the amounts payable in respect of the Goods and/or Services and do not include VAT. The Supplier shall set-off the value of any Service Credits against the appropriate invoice in accordance with calculation formula in Annex 1 of Part A of this Contract Lease Agreement Schedule 6.

Service Levels. Annex 1 to this Part A of this Contract Call Off Schedule 6 sets out the Service Levels the performance of which the Parties have agreed to measure. The Supplier shall monitor its performance of this Call Off Contract by reference to the relevant performance criteria for achieving the Service Levels shown in Annex 1 to this Part A of this Contract Call Off Schedule 6 (the “Service Level Performance Criteria”) and shall send the Customer a Performance Monitoring Report detailing the level of service which was achieved in accordance with the provisions of Part B (Performance Monitoring) of this Contract Call Off Schedule 6. The Supplier shall, at all times, provide the Goods and/or Services in such a manner that the Service Levels Performance Measures are achieved. If the level of performance of the Supplier of any element of the provision by it of the Goods and/or Services during the Call Off Contract Period: is likely to or fails to meet any Service Level Performance Measure or is likely to cause or causes a Critical Service Failure to occur, the Supplier shall immediately notify the Customer in writing and the Customer, in its absolute discretion and without prejudice to any other of its rights howsoever arising including under Clause 13 of this Call Off Contract (Service Levels and Service Credits), may: require the Supplier to immediately take all remedial action that is reasonable to mitigate the impact on the Customer and to rectify or prevent a Service Level Failure or Critical Service Level Failure from taking place or recurring; and if the action taken under paragraph (a) above has not already prevented or remedied the Service Level Failure or Critical Service Level Failure, the Customer shall be entitled to instruct the Supplier to comply with the Rectification Plan Process; or if a Service Level Failure has occurred, deduct from the Call Off Contract Charges the applicable Service Level Credits payable by the Supplier to the Customer in accordance with the calculation formula set out in Annex 1 of this Part A of this Contract Call Off Schedule 6; or if a Critical Service Level Failure has occurred, exercise its right to Compensation for Critical Service Level Failure in accordance with Clause 14 of this Call Off Contract (Critical Service Level Failure) (including subject, for the avoidance of doubt, the proviso in Clause 14.2.2 of this Call Off Contract in relation to Material Breach). Approval and implementation by the Customer of any Rectification Plan shall not relieve the Supplier of any continuing responsibility to achieve the Service Levels, or remedy any failure to do so, and no estoppels or waiver shall arise from any such Approval and/or implementation by the Customer. Annex 1 to this Part A of this Contract Call Off Schedule 6 sets out the formula used to calculate a Service Credit payable to the Customer as a result of a Service Level Failure in a given service period which, for the purpose of this Contract Call Off Schedule 6, shall be a recurrent period of [one Month] during the Call Off Contract Period (the “Service Period”). Annex 1 to this Part A of this Contract Call Off Schedule 6 includes details of each Service Credit available to each Service Level Performance Criterion if the applicable Service Level Performance Measure is not met by the Supplier. The Customer shall use the Performance Monitoring Reports supplied by the Supplier under Part B (Performance Monitoring) of this Contract Call Off Schedule 6 to verify the calculation and accuracy of the Service Credits, if any, applicable to each relevant Service Period. Service Credits are a reduction of the amounts payable in respect of the Goods and/or Services and do not include VAT. The Supplier shall set-off the value of any Service Credits against the appropriate invoice in accordance with calculation formula in Annex 1 of Part A of this Contract Call Off Schedule 6.