This Service-Level Agreement (this “Agreement” or this “Service-Level Agreement”), effective as of Thu 29 July 2021, (“Effective Date”) is made by and between , a company organised and existing in [Client.State], with offices located at (“Customer”) and Company Name, a company organized and existing in [Supplier.State], with offices located at [Supplier.Address] (“Supplier”).

WHEREAS, the Parties have entered into an agreement (the "Contract") that is effective as of Thu 29 July 2021 for Supplier to provide the Services (as specified therein) (the "Services"); and

WHEREAS, the Contract stipulates that a service level agreement is a prerequisite to any contract extension; and

WHEREAS, the customer is willing to extend the Contract past the original end date solely on the condition that Supplier accepts the terms and conditions of this Agreement, which Supplier confidently accepts;

NOW, therefore, the Parties hereby agree as follows in consideration of the aforementioned, as well as the terms and conditions and Service Levels:

This Agreement will become a part of the Contract once signed, and the Contract will be immediately changed from a monthly contract to an annual contract in accordance with its conditions. The meanings attributed to all capitalised phrases not defined below shall be those ascribed to them in the Contract.

During the period of this Agreement, the Supplier shall supply Services that meet or exceed the Service Level Performance Measure for each Service Level Performance Criterion, as specified below.

The Supplier understands that failing to reach a Service Level may have a major negative impact on the Customer's business and activities, and that such failure shall entitle the Customer to the rights set forth in this Agreement below, including the right to Service Credits (as defined below).

Any Service Credit is a price adjustment representing the value of any lost service caused by failure to achieve a Service Level, and the Supplier acknowledges and agrees that any Service Credit is a price adjustment reflecting the value of any lost service caused by failure to meet a Service Level. The Service Credits are a suitable technique of price modification to reflect unsatisfactory performance, according to both parties.

A Service Credit shall be the Customer's sole financial remedy for a failure to fulfil a Service Level, aside from the Customer's termination rights as set forth in the Contract.

The Supplier shall put in place all measurement and monitoring tools and methods required to measure, monitor, and report on the Supplier's performance in providing the Services against the applicable Service Levels at a level of detail sufficient to verify compliance with the Service Levels.

If the Supplier's level of performance of any aspect of the Services it provides throughout the period of the Contract is likely to or fails to satisfy any Service Level Performance Measure, the Supplier must promptly notify the Customer in writing.

The Service Levels and Service Credits have the following goals:

1. Ascertain that the Services are of consistently high quality and suit the Customer's needs;
2. Provide a mechanism via which the Customer can get meaningful acknowledgement of the Supplier's inability to deliver the level of service for which it has contracted; and
3. Incentivise the Supplier to adhere to the Service Levels and to promptly resolve any non-compliance.

In the case that the Service Level attained in a Service Period falls below the Service Level Performance Measure, Service Credits must be paid.

The Service Credit is calculated using the straight line formula below, which takes into account the Service Level attained, the Service Level Performance Measure, and the Service Level Threshold:

1. Availability:
Service Credit £ = ((a-x)*c)*d)

where, “a”is the Service Level Performance Measure (%) below which Service Credits become payable;
“x”is the Achieved Service Level (%) for a Service Period;
“c”is the Service Credit (%) payable if the Achieved Service Level falls below the Service Level Target; and
“d”is the amount payable in respect of the Services during the Service Period.

IN WITNESS WHEREOF, this Service-Level Agreement will become a part of the Contract upon execution by the parties listed below.

Company Name