10.  SERVICE LEVELS

10.1  The Contractor shall provide the Operational Services to meet or exceed the applicable Service Levels from the Service Commencement Date.  The remaining provisions of this Clause 10 are subject to the provisions of Clause 11 (Effect of Authority Cause in the Operational Phase).

10.2  If there is a Service Failure or if the Contractor believes that there will be a Service Failure, the Contractor shall notify the Authority promptly of the Service Failure or likely Service Failure and take all remedial action that is reasonable to rectify or to prevent the Service Failure from taking place or recurring.

10.3  Subject to the annual Service Credit limit in Clause 52.2.2, where applicable the Contractor shall automatically credit the Authority with Service Credits in accordance with Schedule E.4 (Charges and Invoicing).  Service Credits shall become a debt if not paid on or before the due date and be shown as a deduction from the amount due from the Authority to the Contractor in the next invoice then due to be issued under this Agreement.  If no invoice is due to be issued then the Contractor shall issue a credit note against the previous invoice and the amount for the Service Credits shall be repayable by the Contractor as a debt within 10 Working Days of issue.

10.4  Where Service Credits are provided as a remedy for Service Failure in respect of the relevant Services it shall be the Authority's exclusive financial remedy except where:

10.4.1  the aggregate number of Service Failures (whether the Service Failure relates to the same or to different parts of the Services) exceeds [X] over a period of three consecutive months;

10.4.2  any Service Failure that exceeds the Service Threshold;

10.4.3  the failure to perform the Services in accordance with the Service Levels has arisen due to theft, fraud, or wilful default; or

10.4.4  the Service Failure results in:

10.4.4.1  corruption or loss of data;

10.4.4.2  [insert other grounds particular to contract e.g. the Service Failure triggers a compensation payment to other third parties]; or

10.4.5  the Authority is otherwise entitled to or does terminate this Agreement for the Contractor's Default pursuant to Clauses 55.1 and 55.3.