Downtime means any duration of time during which a User is not able to receive live asset data in a given calendar month, but excludes any such time that is attributable to Scheduled Downtime or to an Excluded Event.
Excluded Events means:
(a) any act or omission of Customer, its other vendors, its representatives or agents;
(b) the Customer’s failure to implement updates, workarounds, or other remedies that require Customer action;
(c) any third-party products or services not provided or maintained by Willow;
(d) the Customer’s failure to provide personnel that are reasonably trained on the Service to assist Willow in resolving any service level issues;
(e) the Customer’s failure to provide Willow with adequate remote access to enable Willow to perform remote diagnosis and maintenance or support; or
(f) any use of the Service other than in accordance with this Agreement or applicable online user documentation.
Response Time Service Level means the response time service levels set out in section 3 of this SLA.
Scheduled Downtime means periods of downtime related to network, hardware, or Service maintenance or upgrades, where Willow has given the Customer at least five (5) days’ notice prior to the commencement of such downtime.
Service Level means the Response Time Service Level or the Uptime Service Level.
Service Level Failure means a failure to meet the relevant Service Level.
Uptime Commitment has the meaning given in section 4 of this SLA.
Uptime Percentage has the meaning given in section 4 of this SLA.
Uptime Service Level means the uptime service level set out in section 4 of this SLA.
User Minutes means the total number of minutes in a month.
(a) Willow will provide a helpdesk to the Customer for responding to the Customer’s inquiries regarding the use and operation of the SaaS Services. The helpdesk must:
(1) be available on Business Days, from 8am to 6pm AEST time;
(2) be accessible by the Customer through a toll free number and email address provided by Willow; and
(3) have access to diagnostic tools that will allow the rapid confirmation and diagnosis of reported errors or defects with the SaaS Services.
(b) Willow must log all calls and emails received from the Customer by the helpdesk and provide a problem tracking service which is accessible by the Customer in real time and which records errors or defects reported by the Customer and their severity level (as specified in the table in section 3 below).
(a) Willow must ensure that all calls and emails received by Willow during Standard Support Hours are responded to within the timeframes set out in the table below:
| Level of Severity | Description of Severity | Characteristics | Response Time |
| Level 1 – Critical | Critical Business Impact: Critical issue occurring on production system preventing business operations. A large number of users are prevented from working with no procedural workaround. |
| 1 hour |
| Level 2 – Medium | Normal Business Impact: Issue causing a partial or non-critical loss of functionality on production system. A small number of users are affected. |
| 2 hours |
| Level 3 – Low | Minimal Business Impact: Customers business is functioning with minor impediments of services |
| 4 hours |
Any calls or emails by the Customer to the helpdesk outside of the Standard Support Hours will be responded to within 1 hour and Willow may charge the Customer for its response in accordance with the Standard Rate Card.
(b) Willow will measure its performance against the Response Time Service Levels on a monthly basis. Where Willow fails to meet the Response Time Service Levels for 85% of the time in a month for Level 1 and Level 2, the Customer will be entitled to 10% of the Fees payable in that month as a service credits.
Willow commits to make the SaaS Services available for access and use by the Customer at least 99.9% of the time during each calendar month of the Initial Term or the then current Extension Term (Uptime Commitment).
The uptime percentage for a given calendar month will be calculated as follows (Uptime Percentage):
User Minutes – Downtime x 100
User Minutes
If during any calendar month the Uptime Percentage is not equal to or higher than the Uptime Commitment and the Customer is negatively impacted, Willow must provide, as Customer’s sole and exclusive remedy for Willow’s failure to meet the Uptime Commitment, a credit in the applicable amount shown in the table below, to be applied as a refund against the amounts that the Customer has paid (or that are payable) for the relevant Service.
| Uptime Level | Service Credit |
| <99.9% | An amount equal to 7% of the Subscription Fees for that calendar month. |
| <99% | An amount equal to 15% of the Subscription Fees for that calendar month. |
The maximum Service Credits to which the Customer is entitled in relation to any month will be 15% of the Subscription Fees for that month.
(a) In order to receive a Service Credit under this SLA, Customer must submit a claim by email to claims@willowinc.com within fifteen (15) days of the end of the applicable calendar month (Service Credit Claim).
(b) On receipt of the Service Credit Claim, Willow will verify the Service Credit Claim. If it agrees with the Service Credit Claim, the Service Credit will be set off against the Fees in the next invoice issued by Willow.
(c) If Willow does not agree with the Service Credit Claim, the parties will meet to resolve the discrepancy.
The data used to determine Willow’s adherence with the relevant Service Level shall be limited to Willow’s system logs and internal records.
(b) Customers who are in default of any material contractual obligations under this Agreement shall not be eligible for any Service Credit under this SLA.