Common use of Unplanned Downtime Clause in Contracts

Unplanned Downtime. There may be unplanned downtime, that is, time during which the Service is not available. This does not include any time during which the Service is not available due to:  outages caused by scheduled and announced maintenance;  unavailability of services supporting core transaction processing, not within the absolute control of 12d Synergy;  events resulting from an interruption or shut down of the Service due to circumstances reasonably believed by 12d Synergy to be a significant threat to the normal operation of the Service or the integrity of the Customer’s data (e.g. ransomware attack);  outages due to denial of service attacks, natural disasters, changes resulting from regulatory actions or court orders, acts of civil disobedience, acts of war, or other force majeure events or circumstances outside of 12d Synergy’s control;  outages caused by network failures due to the Customer’s conduct or circumstances outside of 12d Synergy’s control;  outages caused by the Customer including: – a failure or degradation resulting from scripts, data, applications, equipment, infrastructure or software; – outages resulting from the Customer’s equipment, third party equipment or software components not within the absolute control of 12d Synergy; – outages due to actions or transactions initiated by the Customer’s users or representatives; – the Customer’s negligence or breach of Customer’s contractual obligations; and‌‌ – Customer’s unreasonable delay in responding to incidents that require the Customer’s participation.

Unplanned Downtime. There may be unplanned downtime, that is, time during which the Service is not available. This does not include any time during which the Service is not available due to:  • outages caused by scheduled and announced maintenance;  • unavailability of services supporting core transaction processing, not within the absolute control of 12d Synergy;  • events resulting from an interruption or shut down of the Service due to circumstances reasonably believed by 12d Synergy to be a significant threat to the normal operation of the Service or the integrity of the Customer’s data (e.g. ransomware attack);  • outages due to denial of service attacks, natural disasters, changes resulting from regulatory actions or court orders, acts of civil disobedience, acts of war, or other force majeure events or circumstances outside of 12d Synergy’s control;  • outages caused by network failures due to the Customer’s conduct or circumstances outside of 12d Synergy’s control;  • outages caused by the Customer including: – a failure or degradation resulting from scripts, data, applications, equipment, infrastructure or software; – outages resulting from the Customer’s equipment, third party equipment or software components not within the absolute control of 12d Synergy; – outages due to actions or transactions initiated by the Customer’s users or representatives; – the Customer’s negligence or breach of Customer’s contractual obligations; and‌‌ and – Customer’s unreasonable delay in responding to incidents that require the Customer’s participation.