Provider-Friendly Service Level Agreement Template

In this Agreement, the following capitalized terms have the meanings set out below, and other capitalized terms have the meanings given to them where they first appear.

"Affiliate" means, with respect to a Party, any entity that directly or indirectly controls, is controlled by, or is under common control with that Party, where "control" means the power to direct the management and policies of an entity, whether through ownership of voting securities, by contract, or otherwise.

"Business Day" means any day other than a Saturday, a Sunday, or a public holiday in [Provider Support Location], and "Business Hours" means the hours between [start time] and [end time] on a Business Day, in the time zone of [Time Zone].

"Services" means the information technology, hosting, managed, or related services that the Provider agrees to supply to the Customer, as described in clause 2.1 of this Agreement and as may be amended in accordance with this Agreement.

"Service Availability" means the percentage of Total Minutes in a Measurement Period during which the Covered Services are operational and accessible to the Customer, calculated in accordance with the section of this Agreement entitled Measurement and Calculation of Service Availability.

"Covered Services" means those elements of the Services identified in clause 2.1 to which the Service Levels apply.

"Service Levels" means the Service Availability commitment, the support response targets, and the resolution targets set out in this Agreement.

"Measurement Period" means each calendar month during the Term, or any portion thereof if the Services commence or terminate other than on the first or last day of a calendar month.

"Total Minutes" means the total number of minutes in the relevant Measurement Period, less Excluded Downtime.

"Downtime" means the total number of minutes in a Measurement Period during which the Covered Services are Unavailable, as measured in accordance with this Agreement.

"Unavailable" means that the Customer is unable to access or use the material functionality of the Covered Services, as determined by the Provider's Monitoring Tools, where such inability is not attributable to an Exclusion.

"Excluded Downtime" means any period of unavailability, degradation, or non-performance of the Services attributable to an Exclusion, including Scheduled Maintenance and Emergency Maintenance to the extent permitted by this Agreement.

"Exclusion" means any event, circumstance, or cause described in the section of this Agreement entitled Exclusions from Service Level Commitments.

"Incident" means any unplanned interruption of, or material reduction in the quality of, the Covered Services that is reported by the Customer or detected by the Provider.

"Monthly Fees" means the recurring fees payable by the Customer to the Provider for the Covered Services in respect of the relevant Measurement Period, excluding one-time fees, pass-through charges, and any taxes.

"Service Credit" means a credit against future fees calculated in accordance with this Agreement, expressed as a percentage of the Monthly Fees.

"Monitoring Tools" means the systems, software, and methods used by or on behalf of the Provider to measure the performance and availability of the Covered Services.

"Party" means the Provider or the Customer, and "Parties" means both of them.

"Term" has the meaning given in the section of this Agreement entitled Term, Renewal, and Termination.

Headings are for convenience only and do not affect interpretation. The words "including" and "includes" mean "including without limitation." References to clauses and sections are to clauses and sections of this Agreement. References to a statute or regulation are not used in this Agreement, and any reference to law means the law applicable under this Agreement as amended from time to time. Words in the singular include the plural and vice versa. This Agreement has been negotiated by the Parties, and no rule of construction shall apply to construe any provision against the drafting Party.

The Provider shall provide the following Services to the Customer: [description of Services]. The Covered Services to which the Service Levels apply are: [description of Covered Services, including environments, locations, and components]. Any service, component, or environment not expressly identified as a Covered Service is outside the scope of the Service Levels.

The Service Levels apply only to the production environment of the Covered Services and do not apply to any development, testing, staging, trial, beta, or evaluation environment, or to any feature identified by the Provider as pre-release or experimental.

The Service Levels apply with effect from [Service Level Commencement Date] and shall apply during each Measurement Period thereafter for the Term. The Service Levels shall not apply during any onboarding, migration, or transition period of [number] days following the Effective Date, unless the Parties agree otherwise in writing.

The Service Levels apply only to the Covered Services as delivered by the Provider up to the point at which they leave the Provider's network or the network of the Provider's hosting subcontractors (the "Demarcation Point"). The Provider has no responsibility under the Service Levels for any element on the Customer's side of the Demarcation Point.

The Provider may modify, enhance, or replace any component of the Services, provided that such modification does not materially reduce the overall functionality of the Covered Services. Any change to the scope of Covered Services requested by the Customer shall be effective only if agreed in writing by both Parties and may be subject to additional fees of [amount].

The Service Levels constitute the only service performance commitments made by the Provider with respect to the Covered Services. Any statement in any proposal, marketing material, or other document regarding performance, uptime, or response shall not form part of this Agreement.

In the event of a conflict between this Agreement and any order form, proposal, or other commercial document concerning the Services, this Agreement shall prevail with respect to the Service Levels and the remedies for their failure, unless the other document expressly states that it amends this Agreement and is signed by authorized representatives of both Parties.

Subject to the terms of this Agreement, the Provider shall use commercially reasonable efforts to ensure that the Service Availability of the Covered Services in each Measurement Period is not less than 99.5% (the "Availability Target").

The Availability Target is a target for the performance of the Covered Services and is not a guarantee that the Covered Services will be uninterrupted or error-free. The Customer acknowledges that the Covered Services depend on the proper functioning of networks, third-party infrastructure, and other components that are not wholly within the Provider's control.

The Availability Target is measured separately for each Measurement Period and is not averaged across Measurement Periods. Service Availability achieved in one Measurement Period in excess of the Availability Target shall not offset any shortfall in another Measurement Period.

If the Service Availability in a Measurement Period is less than the Availability Target, the Customer's sole remedy shall be the Service Credits determined in accordance with this Agreement, subject to the limitations set out herein.

The Provider may, upon not less than [number] days' written notice to the Customer, adjust the Availability Target for any Covered Service only if the Provider enhances such Covered Service, and no such adjustment shall reduce the Availability Target below 99.5% without the Customer's written consent.

The Availability Target shall apply only to the Covered Services when used in accordance with the Provider's documentation and the terms of this Agreement, and the Provider shall have no obligation to meet the Availability Target to the extent the Customer exceeds any usage limits of [usage limits] specified for the Covered Services.

Service Availability for each Measurement Period shall be calculated as a percentage using the following formula: Service Availability = ((Total Minutes − Downtime) ÷ Total Minutes) × 100, rounded to two decimal places.

Downtime shall begin to be counted from the earlier of the time at which the Monitoring Tools first record that the Covered Services are Unavailable and the time at which the Customer reports the Incident to the Provider in accordance with this Agreement, and shall cease to be counted at the time at which the Covered Services are restored to a state of availability as recorded by the Monitoring Tools.

Downtime shall be measured only in respect of continuous periods of Unavailability of not less than [number] consecutive minutes. Periods of Unavailability of shorter duration shall not constitute Downtime.

Service Availability shall be measured by the Monitoring Tools at intervals of not more than [number] minutes. The records generated by the Monitoring Tools shall be the primary and conclusive evidence of Service Availability, absent manifest error.

If the Customer disputes the Provider's calculation of Service Availability, it must notify the Provider in writing within [number] days after receipt of the relevant report, providing reasonable supporting evidence. The Parties shall review the dispute in good faith, and if unresolved, the dispute shall be addressed under the section of this Agreement entitled Governing Law and Dispute Resolution.

Where the Covered Services consist of multiple components or environments, Service Availability shall be calculated for [each Covered Service separately / the Covered Services as a whole], as indicated in clause 2.1, and a failure of a non-material component that does not prevent use of the material functionality shall not constitute Downtime.

Where the Services commence or terminate during a Measurement Period, Total Minutes shall be calculated only for the portion of the Measurement Period in which the Services were provided.

The Provider may perform scheduled maintenance, upgrades, patching, and other planned work on the Covered Services ("Scheduled Maintenance") during the maintenance window of [day(s) and times] in the time zone of [Time Zone] (the "Maintenance Window"). Scheduled Maintenance performed within the Maintenance Window shall not exceed [number] hours in any Measurement Period.

The Provider shall use reasonable efforts to give the Customer not less than [number] hours' prior notice of Scheduled Maintenance by email, through a customer portal, or by other reasonable means. Failure to give such notice shall not constitute a breach of this Agreement, but any Scheduled Maintenance for which notice was not given shall count as Downtime unless it is performed within the Maintenance Window.

The Provider may carry out emergency maintenance at any time where, in the Provider's reasonable judgment, such maintenance is necessary to prevent or mitigate a security threat, data loss, a material degradation of the Covered Services, or other serious risk to the Covered Services or the Provider's infrastructure ("Emergency Maintenance"). The Provider shall use reasonable efforts to notify the Customer of Emergency Maintenance before it begins or, if that is not practicable, as soon as reasonably practicable thereafter.

Time during which the Covered Services are Unavailable as a result of Scheduled Maintenance conducted within the Maintenance Window shall be Excluded Downtime. Time during which the Covered Services are Unavailable as a result of Emergency Maintenance shall be Excluded Downtime up to a maximum of [number] hours in any Measurement Period, and any excess shall count as Downtime unless otherwise excluded under this Agreement.

The Provider may, on reasonable notice to the Customer, change the Maintenance Window from time to time, provided that the Maintenance Window is scheduled outside of Business Hours to the extent reasonably practicable.

Where Scheduled Maintenance requires action by the Customer, the Customer shall cooperate in a timely manner, and any delay caused by the Customer in connection with such maintenance shall be an Exclusion.

The Service Levels, and any obligation of the Provider to pay or grant Service Credits, shall not apply to, and Downtime shall not include, any unavailability, degradation, or failure of the Covered Services to the extent caused by or attributable to any of the following (each an "Exclusion"): Scheduled Maintenance within the Maintenance Window and Emergency Maintenance to the extent provided in this Agreement.

Any act or omission of the Customer, its Affiliates, personnel, contractors, or users, including any breach of this Agreement, misuse of the Covered Services, use contrary to the Provider's documentation or reasonable instructions, or failure to implement a recommendation or update communicated by the Provider.

Any failure, defect, or unavailability of the Customer's equipment, software, networks, connectivity, or systems, or of any third-party products, services, or infrastructure not supplied or controlled by the Provider, including the public internet and the Customer's internet service provider.

Any event of Force Majeure, as described in this Agreement.

Any suspension or restriction of the Covered Services by the Provider in accordance with this Agreement, including suspension for non-payment, for breach, or in order to address a security threat or unlawful use, and any denial-of-service or other malicious attack or intrusion not caused by the Provider's failure to maintain reasonable security measures.

Any use of the Covered Services in excess of the usage limits, any pre-release, trial, beta, or evaluation features, any Customer-requested configuration or customization that the Provider has advised in writing may affect availability, and any services that are outside the scope of the Covered Services.

Any period during which the Customer has failed to respond to a request from the Provider for information, access, or action reasonably necessary to diagnose or resolve an Incident, to the extent of the delay.

The Provider shall bear the burden of demonstrating that an Exclusion applies, which it may satisfy by reference to the records of the Monitoring Tools or other reasonable evidence. Where Downtime results from multiple concurrent causes, only the portion attributable to causes that are not Exclusions shall count as Downtime.

The Customer shall report each Incident to the Provider through the support channel designated by the Provider at [support contact details]. The Provider shall classify each Incident reasonably and in good faith, taking into account the information provided by the Customer, according to the following severity levels: "Severity 1" means an Incident that renders the Covered Services entirely Unavailable or causes a critical business function to be inoperable, with no reasonable workaround; "Severity 2" means an Incident that materially degrades the Covered Services or a major function, where a workaround may be available; "Severity 3" means an Incident that has a minor or limited impact on the Covered Services; and "Severity 4" means a general inquiry, service request, or cosmetic issue.

The Provider shall respond to a Severity 1 Incident within 4 Business Hours after the Incident is reported in accordance with clause 7.1 or detected by the Provider, whichever is earlier. The Provider shall respond to Severity 2 Incidents within [number] Business Hours, Severity 3 Incidents within [number] Business Hours, and Severity 4 Incidents within [number] Business Days.

A "response" means an acknowledgement by a suitably qualified member of the Provider's support personnel that the Incident has been received, together with an initial assessment and, where practicable, an indication of next steps. A response does not constitute a resolution.

The Provider shall use reasonable efforts to resolve or provide a workaround for Incidents within the following targets measured from the time of response: Severity 1, [number] hours; Severity 2, [number] hours; Severity 3, [number] Business Days; and Severity 4, as reasonably practicable. These resolution targets are objectives only and do not constitute guaranteed outcomes.

The Provider may reclassify an Incident at any time if the facts known to the Provider indicate that a different severity level is appropriate, and shall inform the Customer of the reclassification. Response and resolution targets shall be applied by reference to the revised classification from the time of reclassification.

Response and resolution times shall be suspended for any period in which the Provider is awaiting information, access, approval, or action from the Customer or any third party engaged by the Customer, and shall not apply to Incidents arising from an Exclusion.

Support is provided during Business Hours, except that the Provider shall make available [out-of-hours arrangement for Severity 1 Incidents, if any] for Severity 1 Incidents. Failure to meet a response or resolution target shall not by itself entitle the Customer to Service Credits, except as expressly provided in this Agreement.

If the Service Availability in a Measurement Period is less than the Availability Target, the Customer shall, subject to this Agreement, be entitled to a Service Credit calculated as a percentage of the Monthly Fees for that Measurement Period in accordance with the following tiers: where Service Availability is less than 99.5% but equal to or greater than [percentage], the Service Credit shall be [percentage] of the Monthly Fees; where Service Availability is less than [percentage] but equal to or greater than [percentage], the Service Credit shall be [percentage] of the Monthly Fees; and where Service Availability is less than [percentage], the Service Credit shall be [percentage] of the Monthly Fees.

The total Service Credits granted in respect of any single Measurement Period shall not exceed [percentage] of the Monthly Fees for that Measurement Period (the "Credit Cap"). The total Service Credits granted in any period of [number] consecutive months shall not exceed [percentage] of the aggregate Monthly Fees for that period.

Service Credits are calculated solely by reference to the Monthly Fees for the affected Covered Services and not by reference to any other fees, charges, or amounts paid or payable by the Customer.

Service Credits are not a penalty, but represent a reasonable price adjustment reflecting the reduced value of the Covered Services in the affected Measurement Period, and the Parties acknowledge that they are a genuine and reasonable estimate of such reduction.

Service Credits shall be applied as a credit against the next invoice or invoices issued to the Customer after the Service Credit is approved by the Provider. Service Credits have no cash value, are not redeemable for money, and are not transferable. If this Agreement expires or terminates and Service Credits remain unapplied, any unapplied Service Credits shall be forfeited, unless the Agreement is terminated by the Customer for the Provider's uncured material breach, in which case the Provider shall pay the amount of such unapplied Service Credits to the Customer within [number] days.

No Service Credit shall be due in respect of any Measurement Period in which the Customer is in arrears with undisputed payments due under this Agreement.

Where a single event or Incident affects more than one Service Level or more than one Covered Service, the Customer shall be entitled to a single Service Credit only, being the highest applicable Service Credit, and Service Credits shall not be cumulative in respect of the same event.

To claim a Service Credit, the Customer must submit a written claim to the Provider at [claims contact details] within [number] days after the end of the Measurement Period in which the failure to meet the Availability Target occurred (the "Claim Period").

Each claim must include the Customer's name and account details, the dates and times of each alleged period of Downtime, a description of the Incidents and the Covered Services affected, a record of the Customer's communications with the Provider regarding the Incidents, and any other information that the Provider reasonably requests to verify the claim.

If the Customer does not submit a claim within the Claim Period, or does not provide the information required in this section, the Customer shall be deemed to have waived its right to the Service Credit in respect of that Measurement Period.

The Provider shall review each properly submitted claim and shall notify the Customer of its determination within [number] days after receipt. The Provider's determination shall be based on the records of the Monitoring Tools and other relevant information, and shall be final unless disputed by the Customer in writing within [number] days after notification.

If the Provider confirms that the Customer is entitled to a Service Credit, the Provider shall apply the Service Credit to the next invoice issued after the date of confirmation or, if no further invoice is due, as provided in this Agreement.

The Customer's right to a Service Credit is conditional on the Customer's compliance with this Agreement, including its Customer Obligations and its obligation to report the Incident in accordance with the section of this Agreement entitled Incident Classification, Support Response, and Resolution Targets.

The Service Credits provided for in this Agreement, together with the Customer's right to terminate in accordance with clause 10.2, are the Customer's sole and exclusive remedy, and the Provider's sole and exclusive liability, for any failure by the Provider to meet the Availability Target or any other Service Level.

Where the Service Availability is less than [percentage] in each of [number] consecutive Measurement Periods, or in any [number] Measurement Periods in any period of [number] consecutive months, the Customer may terminate the affected Covered Services, as its sole additional remedy, by giving the Provider not less than [number] days' written notice delivered within [number] days after the end of the final such Measurement Period.

The Customer waives, to the fullest extent permitted by applicable law, any other right or remedy, whether in contract, tort (including negligence), or otherwise, arising from a failure to meet the Service Levels, including any right to damages, set-off, withholding of fees, or specific performance.

The Customer shall not be entitled to claim a Service Credit and also claim damages or any other remedy for the same failure.

Nothing in this section limits any right of the Customer to terminate this Agreement for material breach in accordance with the section of this Agreement entitled Term, Renewal, and Termination, provided that a failure to meet a Service Level alone shall not constitute a material breach except as provided in clause 10.2.

The Parties acknowledge that the Fees have been set having regard to the allocation of risk and the exclusive remedies contained in this Agreement, and that the Provider would not have entered into this Agreement without them.

The Customer shall provide the Provider with such cooperation, information, access, and resources as the Provider reasonably requires to perform the Services and meet the Service Levels, including timely access to the Customer's systems, premises, personnel, and relevant decision-makers.

The Customer shall designate a primary contact and a deputy with the authority to make decisions on its behalf, and shall notify the Provider promptly of any change: [Customer primary contact details].

The Customer shall maintain, at its own cost, all equipment, software, networks, and internet connectivity that are necessary to access and use the Services and that comply with the minimum specifications notified by the Provider from time to time.

The Customer shall use the Services only in accordance with this Agreement, the Provider's documentation, and applicable law, and shall not do anything that may impair the security, integrity, or performance of the Services or of the Provider's systems.

The Customer shall promptly report any Incident or suspected Incident to the Provider, take reasonable steps to mitigate the effects of any Incident, and implement any updates, patches, or configuration changes reasonably recommended by the Provider within the period specified by the Provider.

The Customer shall be responsible for the security and confidentiality of its credentials and for all activity occurring under its accounts, and shall maintain backups of its own data to the extent not expressly included in the Services.

The Provider's performance of its obligations is conditional upon the Customer's performance of its obligations under this section. To the extent the Customer fails to perform, the Provider shall be relieved of its obligations and any resulting delay or failure shall constitute an Exclusion, and the Provider may charge the Customer for additional work at its then-current rates of [rates].

The Provider shall make available to the Customer, within [number] days after the end of each Measurement Period, a report setting out the Service Availability achieved during that Measurement Period and any Service Credits to which the Customer may be entitled, which may be provided by electronic means, including a customer portal.

The Provider shall operate the Monitoring Tools throughout the Term. The Provider may change or replace the Monitoring Tools at any time, provided that the replacement tools measure Service Availability in a manner substantially consistent with this Agreement.

The Customer shall have no right to access, audit, or inspect the Monitoring Tools or the Provider's systems, except that, upon reasonable written request not more than once in any [number]-month period, the Provider shall make available to the Customer summary data reasonably necessary to verify Service Availability in a disputed Measurement Period.

The Parties shall hold service review meetings [monthly / quarterly] or at such other frequency as they may agree, by telephone or video conference, to review the Provider's performance, any recurring Incidents, and any proposed improvements. Each Party shall be represented by personnel with appropriate knowledge and authority.

The Provider shall prepare a summary of the matters discussed and any actions agreed at each service review meeting. Any such summary shall not amend this Agreement, and no change to this Agreement shall be effective unless made in accordance with the section of this Agreement entitled General Provisions.

All reports, data, and information provided under this section are the Provider's confidential information and may be used by the Customer solely for the purposes of monitoring and enforcing this Agreement.

Failure by the Provider to deliver a report within the stated period shall not constitute a material breach, and the Provider's sole obligation in such case shall be to deliver the report within a reasonable time after receiving written notice from the Customer.

The Customer shall pay to the Provider the fees for the Services set out in [fee schedule reference or amount] (the "Fees"), including Monthly Fees of [amount and currency], in accordance with this section. The Fees are exclusive of all taxes, duties, levies, and similar charges, which shall be borne by the Customer.

The Provider shall invoice the Customer [monthly / quarterly] in [advance / arrears]. Each invoice shall be payable within [number] days after the date of the invoice, by [payment method], without set-off, deduction, or counterclaim, except for Service Credits applied in accordance with this Agreement.

Any Service Credit shall be applied as a deduction from the invoice next issued after the Service Credit is confirmed, and shall be shown as a separate line item. The Customer shall not deduct or withhold any Service Credit from any payment unless and until the Service Credit has been confirmed by the Provider in accordance with this Agreement.

If the Customer disputes any invoice in good faith, it shall notify the Provider in writing within [number] days after receipt of the invoice, specifying the reasons, and shall pay the undisputed portion by the due date. The Parties shall work in good faith to resolve the dispute promptly.

If the Customer fails to pay any undisputed amount by the due date, the Provider may charge interest on the overdue amount at the rate of [rate] per [period] from the due date until payment in full, and, upon [number] days' written notice, may suspend the Services until all overdue amounts are paid. Any such suspension shall be an Exclusion.

The Provider may adjust the Fees upon not less than [number] days' written notice to the Customer prior to the effective date of the adjustment, including to reflect changes in the Provider's costs, provided that no adjustment shall take effect before the end of the then-current notice period for termination under this Agreement.

The Customer shall reimburse the Provider for reasonable costs of collection, including reasonable legal fees, incurred in recovering overdue amounts.

Nothing in this Agreement excludes or limits any liability that cannot be excluded or limited under applicable law, including liability for fraud or fraudulent misrepresentation, or, to the extent required by law, for death or personal injury caused by negligence.

Subject to clause 14.1, the Provider shall not be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any indirect, incidental, special, consequential, or punitive loss or damage, or for any loss of profit, revenue, business, goodwill, anticipated savings, or data, or any cost of procurement of substitute services, in each case whether or not foreseeable and whether or not the Provider has been advised of the possibility of such loss.

Subject to clause 14.1, the total aggregate liability of the Provider to the Customer arising out of or in connection with this Agreement, whether in contract, tort (including negligence), or otherwise, shall not exceed [the total Fees paid by the Customer in the [number] months preceding the event giving rise to the claim / amount].

Service Credits paid or credited shall count towards, and reduce, the limit on the Provider's liability in clause 14.3.

The Customer shall bring any claim against the Provider arising under this Agreement within [number] months after the date on which the cause of action arose, failing which the claim shall be barred to the extent permitted by law.

The Provider shall have no liability for any loss or damage to the extent caused by an Exclusion, the Customer's breach of this Agreement, or any act or omission of a third party not under the Provider's control.

The Parties agree that the limitations and exclusions in this section are reasonable having regard to the Fees, the nature of the Services, and the respective ability of each Party to insure against loss, and that they shall apply even if any limited remedy fails of its essential purpose.

This Agreement shall commence on the Effective Date and shall continue on a rolling monthly basis, with each month constituting a renewal period, until terminated in accordance with this section (the "Term"). [Initial minimum term, if any: [number] months.]

Either Party may terminate this Agreement for convenience by giving the other Party not less than [number] days' prior written notice, which shall expire on the last day of a calendar month. The Customer may also terminate the affected Covered Services under clause 10.2.

Either Party may terminate this Agreement with immediate effect by written notice if the other Party commits a material breach of this Agreement and, where the breach is capable of remedy, fails to remedy it within [number] days after receiving written notice specifying the breach and requiring its remedy.

The Provider may terminate or suspend this Agreement with immediate effect by written notice if the Customer fails to pay any undisputed amount within [number] days after written notice of non-payment.

Either Party may terminate this Agreement with immediate effect by written notice if the other Party becomes insolvent, is unable to pay its debts as they fall due, enters into any arrangement with its creditors, has a receiver, administrator, or similar officer appointed over any of its assets, or ceases to carry on business.

Upon termination or expiry of this Agreement, the Customer shall pay all Fees accrued up to the effective date of termination, all rights to Service Credits not claimed in accordance with this Agreement shall lapse, and each Party shall return or destroy the confidential information of the other Party. The Provider shall, upon the Customer's written request made within [number] days after termination, make the Customer's data available for retrieval for a period of [number] days, subject to payment of all outstanding amounts.

Termination or expiry shall not affect any rights, remedies, or obligations accrued prior to termination, and the provisions of this Agreement which by their nature are intended to survive, including those relating to liability, confidentiality, payment, and dispute resolution, shall survive termination.

Neither Party shall be liable for any failure or delay in the performance of its obligations under this Agreement, other than an obligation to pay money, to the extent that such failure or delay is caused by an event or circumstance beyond its reasonable control (a "Force Majeure Event").

A Force Majeure Event includes acts of God, fire, flood, earthquake, storm, epidemic, war, terrorism, civil unrest, governmental action, embargo, strikes or labor disputes (other than those of the affected Party's own employees), failure or interruption of public utilities, telecommunications, or the internet, failures of third-party hosting or cloud providers beyond the Provider's reasonable control, and malicious cyber attacks that could not have been prevented by reasonable security measures.

The affected Party shall notify the other Party promptly after becoming aware of the Force Majeure Event, describing its nature and expected duration, and shall use reasonable efforts to mitigate its effects and resume performance as soon as reasonably practicable.

Any period of unavailability or non-performance caused by a Force Majeure Event shall be Excluded Downtime, and the Provider shall not be liable to grant Service Credits in respect of it.

The Fees for Services that are not provided due to a Force Majeure Event shall be equitably adjusted only where the Force Majeure Event continues for more than [number] consecutive days, with effect from the expiry of that period.

If a Force Majeure Event continues for more than [number] consecutive days, either Party may terminate the affected Services by giving [number] days' written notice to the other Party, without liability for such termination, but without prejudice to the Customer's obligation to pay Fees accrued up to the termination date.

This Agreement, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the laws of [governing jurisdiction], without regard to its conflict of laws principles.

The Parties shall first attempt to resolve any dispute arising out of or in connection with this Agreement through good-faith negotiations between their respective designated representatives. Either Party may initiate such negotiations by giving written notice of the dispute to the other Party (a "Dispute Notice").

If the dispute is not resolved within [number] days after the Dispute Notice, the Parties shall escalate the dispute to senior executives with authority to settle it, who shall meet, in person or remotely, within [number] days after escalation.

If the dispute is not resolved within [number] days after escalation, either Party may refer the dispute to [mediation / arbitration / courts] as follows: [dispute resolution forum and rules, seat or venue, language, number of arbitrators if applicable]. The courts or tribunal specified shall have [exclusive / non-exclusive] jurisdiction.

Any dispute regarding the calculation of Service Availability or the entitlement to Service Credits shall, if not resolved through the procedures in clauses 17.2 and 17.3, be referred to [independent expert / the dispute resolution forum] for determination.

Nothing in this section shall prevent either Party from seeking urgent injunctive or other interim relief from a court of competent jurisdiction at any time to protect its confidential information, intellectual property, or other rights.

Each Party shall bear its own costs of any dispute resolution process, and the costs of any mediator, expert, or tribunal shall be borne equally unless otherwise determined. The Parties shall continue to perform their obligations under this Agreement pending resolution of any dispute, provided that the Provider may exercise its rights of suspension and termination in accordance with this Agreement.

This Agreement constitutes the entire agreement between the Parties with respect to its subject matter and supersedes all prior or contemporaneous negotiations, representations, proposals, and understandings, whether written or oral. Each Party acknowledges that it has not relied upon any statement or representation not expressly set out in this Agreement.

No amendment to this Agreement shall be effective unless in writing and signed by authorized representatives of both Parties. The Provider may update the terms relating to administrative matters, contact details, and support procedures upon written notice to the Customer, provided that such update does not materially reduce the Service Levels.

Neither Party may assign, transfer, or subcontract any of its rights or obligations under this Agreement without the prior written consent of the other Party, such consent not to be unreasonably withheld, except that the Provider may subcontract performance of any part of the Services and may assign this Agreement to an Affiliate or to a successor to all or substantially all of its business, on written notice to the Customer. The Provider shall remain responsible for the acts and omissions of its subcontractors to the extent provided in this Agreement.

Each Party shall keep confidential all non-public information of the other Party that is disclosed in connection with this Agreement and that is marked as confidential or would reasonably be understood to be confidential, and shall use such information only for the purposes of this Agreement. This obligation shall not apply to information that is publicly available other than through breach, was already lawfully known to the recipient, is independently developed, or must be disclosed by law or order of a competent authority.

Any notice under this Agreement shall be in writing and delivered by hand, by courier, or by email to the address of the receiving Party set out in this Agreement or such other address as that Party may notify. A notice shall be deemed received on delivery if by hand or courier, and at the time of transmission if by email, or on the next Business Day if transmitted outside Business Hours.

If any provision of this Agreement is held to be invalid, illegal, or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, or, if that is not possible, severed, and the remaining provisions shall continue in full force and effect.

No failure or delay by a Party in exercising any right or remedy shall operate as a waiver of it. The Parties are independent contractors, and nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship. No third party shall have any right to enforce any term of this Agreement.

This Agreement may be executed in any number of counterparts, including by electronic signature or exchange of electronic copies, each of which shall be deemed an original and all of which together constitute one instrument.