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Managed IT Service Level Agreement (SLA) Template
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A service-level agreement (SLA) sets out the level of service you can expect from us and what happens if we fall short. It gives both sides clear, measurable standards.
This Service-Level Agreement is made effective as of [custom.effectiveDate] between [custom.clientCompany] and [sender.company] . Client and Provider are each a "Party" and together the "Parties".
WHEREAS, the Parties have entered into a services agreement under which Provider supplies [custom.serviceName] and related services to Client and
WHEREAS, the Contract states that a service-level agreement is a condition of any extended term of the Contract; and
WHEREAS, Client is willing to continue with the Contract beyond its original end date only if Provider accepts the terms of this Agreement, and Provider accepts them;
NOW, THEREFORE, in consideration of the terms of this Agreement and the Service Levels, the Parties agree as set out in the following sections:
1. Rider Agreement
This Agreement is an addition to your existing contract. It adds detail about service expectations and does not change the other terms of that contract.
When signed, this Agreement forms part of the Contract. If this Agreement and the Contract conflict on service levels, service credits or performance reporting, this Agreement applies. On all other matters, the Contract applies. If the Contract is currently month-to-month, it will continue on a yearly term from the Effective Date, renewing each year unless either Party gives notice under the Contract. Capitalized terms not defined in this Agreement have the meanings given in the Contract.
2. Responsibilities
Both sides have a part to play. Client provides the information and access we need, and Provider delivers the agreed services. Any business changes are agreed in writing.
[custom.clientCompany]
- Client will give Provider all the information, access, approvals and assistance Provider reasonably needs to meet the service levels in this Agreement, in a timely way.
- Client will tell Provider promptly of any business change that may require a review, change or amendment of this Agreement, and will name a main contact who can make decisions for Client.
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Provider Responsibilities
[sender.company]
- Provider is the main provider of the Services described in this Agreement. If Provider uses a third-party vendor for any part of the Services, Provider remains responsible to Client for meeting the service levels for that part.
- Provider will tell Client promptly of any planned or unplanned service outage, whether caused by maintenance, troubleshooting, disruption or any other reason. Planned maintenance will be notified at least 48 hours in advance where possible.
Any change to either Party's responsibilities must be agreed in writing by both Parties.
3. Service Levels & Service Credits
We commit to specific service levels. If we miss them, you receive a credit on your next invoice.
Throughout the term of this Agreement, Provider will provide the Services so that they meet or exceed the service levels set out in this Agreement ("Service Levels"), measured over each calendar month (a "Service Period").
Provider understands that missing a Service Level can have a real effect on Client's business, and that it entitles Client to the rights set out in this Agreement, including Service Credits as described in Section 8.
Both Parties agree that a Service Credit is a price adjustment that reflects the reduced value of the Services when a Service Level is missed, and that it is a fair and reasonable method of adjusting the price. It is not a penalty.
Except for Client's right to end the Contract as set out in the Contract and in Section 10, a Service Credit is Client's sole financial remedy for a missed Service Level.
4. Performance Monitoring
We track how the service performs, report on it openly and tell you quickly if something looks likely to go wrong.
Provider will put in place the tools and procedures needed to measure, monitor and report on its performance against the Service Levels, in enough detail for Client to verify compliance.
Provider will tell Client in writing without delay if the performance of any part of the Services during the term is likely to fall below, or has fallen below, a Service Level. The notice will describe the cause, the expected effect and the steps being taken to fix it. Concerns about Service Levels should be raised in writing so there is a clear record for both Parties.
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5. Objectives
The objectives explain why this agreement exists: consistent quality, clear recognition when we fall short, and a strong reason for us to fix problems quickly.
The objectives of the Service Levels and Service Credits are to:
- Make sure the Services are of consistently high quality and meet Client's requirements.
- Give Client a clear and fair way to be compensated if Provider does not deliver the level of service it has agreed to provide.
- Give Provider a strong reason to comply with the Service Levels and to fix any failure to comply quickly.
6. Service Levels
These are the measurable standards we commit to. Each one can be checked against the monthly report.
Provider will meet the following Service Levels for [custom.serviceName]:
- Service availability (uptime): at least 99.9% in each Service Period during Service Hours.
- Response time: within the times set out under Support Response Times below.
- Reporting: a written performance report within 10 business days after each Service Period.
Uptime
"Service Hours" are Monday to Friday, 7:00 a.m. to 6:00 p.m., and Saturday and Sunday, 8:00 a.m. to 1:00 p.m., in Provider's local time. Availability is calculated as the total minutes in Service Hours in the Service Period, minus minutes of downtime during Service Hours, divided by the total minutes in Service Hours in that period, shown as a percentage. Downtime does not include the exceptions in Section 7.
Support Response Times
Provider will respond to issues reported by Client according to their severity:
- Critical (the Services are unavailable or a core function is unusable): response within 1 hour, target resolution within 4 hours.
- High (a major function is seriously affected, with a workaround available): response within 4 hours, target resolution within 1 business day.
- Medium (a minor function is affected): response within 1 business day, target resolution within 5 business days.
- Low (a question or small request): response within 2 business days.
Response times are measured from the time Client reports the issue through Provider's designated support channel. Resolution times are targets and are not Service Levels unless the Contract says so. The Parties will agree on the severity of each issue in good faith.
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7. Service Exceptions and Limitations
Some events are outside our control. These do not count against our service levels, and we will always tell you when one applies.
The following are not counted when measuring a Service Level:
- Scheduled maintenance that Provider has notified to Client in advance, up to 8 hours per month.
- Events outside Provider's reasonable control, such as natural disasters, power or internet failures outside Provider's network, acts of government, labor disputes and widespread attacks on internet infrastructure.
- Periods of unusually high demand that Provider has warned Client about in advance, where Provider has taken reasonable steps to prepare.
- Problems caused by Client, its users or its third-party systems, or by Client's failure to follow reasonable instructions.
- Services that Client has asked Provider to suspend, or that were suspended because of unpaid fees that are not in good-faith dispute.
Provider will tell Client promptly when it believes an exception applies and will explain why. Client may dispute the claim in writing within 30 days.
8. Service Credits
If we miss a service level, we credit a share of your monthly fee. The credit is applied automatically to your next invoice.
Provider will give Client a Service Credit if a Service Level is not met in a Service Period. The Service Credit depends on the Service Level achieved, the Service Level target and the thresholds below.
Availability
If Availability is below 99.9% in a Service Period, Client receives a Service Credit as a percentage of the monthly fees for the affected Services:
- 99.0% to 99.89%: 5% of the monthly fee.
- 95.0% to 98.99%: 10% of the monthly fee.
- Below 95.0%: 25% of the monthly fee.
Service Credits are calculated for each Service Period and applied automatically to Client's next invoice. If no further invoice is due, Provider will pay the credit to Client within 30 days after the Agreement ends. Service Credits for any Service Period will not be more than 25% of the monthly fee for that period.
If Client believes a Service Credit applies that Provider has not given, Client must tell Provider in writing within 30 days after receiving the report for the Service Period.
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9. Reporting and Review
You will get a clear monthly report, and we review these service levels together every year so they keep matching what your business needs.
Within 10 business days after each Service Period, Provider will send Client a written report showing the measured result for each Service Level, any outages or incidents with their cause, duration and fix, any Service Credits that apply, and the steps Provider is taking to prevent repeat issues. Client may ask for supporting data, which Provider will supply within 10 business days.
The Parties will review this Agreement at least once a year, or sooner if either Party reasonably asks. Any change must be in writing and signed by both Parties.
10. Term and Termination
This agreement lasts as long as the contract. You may end the contract if we repeatedly miss the service levels.
This Agreement begins on the Effective Date and continues for as long as the Contract remains in effect, unless ended earlier under this Section.
Client may end the Contract by giving 30 days' written notice if Provider misses the Availability Service Level in any 3 Service Periods in a rolling 12-month period, or in 2 Service Periods in a row. Client must give this notice within 60 days after receiving the report that triggered the right to end the Contract.
Ending this Agreement does not affect any Service Credits or payments that were already due. This Agreement is governed by the same laws and dispute resolution terms as the Contract. If any part of it is found to be invalid, the rest stays in effect.
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Acceptance
IN WITNESS WHEREOF, by signing below, each Party confirms that it has read and understood this Service-Level Agreement and agrees that it forms part of the Contract, effective as of the Effective Date.
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