Performance Agreement
Copy to Clipboard  |  Share Example

1. Service Levels

1.1. Service Levels. The Provider shall perform the Services so as to meet or exceed the service levels set forth in Exhibit A and any applicable Statement of Work ("Service Levels").

1.2. Error or Delay. The Provider's sole responsibility to the Client is:

(a) for errors or omissions in Services, shall be to furnish correct information, payment and/or adjustment in the Services, at no additional cost or expense to Client; provided, Client must promptly advise Provider of any such error or omission of which it becomes aware; and

(b) for failure to deliver any service because of Impracticability, shall be to use reasonable efforts to make the Services available and/or to resume performing the Services as promptly as reasonably practicable.


Tags
Master Services Agreement
SAAS Agreement (reference to schedule)
Compare | Copy to Clipboard  |  Share Example

2. Service Levels. The [PARTY A] shall provide the Service to the [PARTY B] with an availability of at least [98]% during each calendar month in accordance with the Service Level Agreement in Schedule A.


Tags
Software as a Service Agreement
SAAS Agreement incorporated service levels
Compare | Copy to Clipboard  |  Share Example

Service Levels. [PARTY A] shall provide the Service to [PARTY B] with a System Availability of at least [98]% during each calendar month.

System Availability. "System Availability" means the number of minutes in a month that the key components of the Service in [PARTY B]'s production environment are operational as a percentage of the total number of minutes in such month, excluding downtime resulting from

 scheduled maintenance,

 events of force majeure as defined in the Software as a Service Agreement,

 malicious attacks on the system,

 issues associated with [PARTY B]'s computing devices, local area networks or internet service provider connections, or

 inability to deliver services because of acts or omissions of [PARTY B].

System Maintenance. [PARTY A] reserves the right to

take the Service offline for scheduled maintenance for which it has provided [PARTY B] with reasonable notice, and

change its maintenance window upon prior notice to [PARTY B].


Tags
Software as a Service Agreement
SAAS Agreement; term credit
Compare | Copy to Clipboard  |  Share Example

1. Service Levels. The [PARTY A] shall provide the Service to the [PARTY B] with a System Availability of at least [98]% during each calendar month.

1.1. System Availability. "System Availability" means the number of minutes in a month that the key components of the Service in [PARTY B]'s production environment are operational as a percentage of the total number of minutes in such month, excluding downtime resulting from

(a) scheduled maintenance,

(b) events of force majeure as defined in the Software as a Service Agreement),

(c) malicious attacks on the system,

(d) issues associated with the [PARTY B]'s computing devices, local area networks or internet service provider connections,

(e) inability to deliver services because of acts or omissions of [PARTY B].

1.2. Service Credits. For each full percentage point less than the System Availability percent, the [PARTY B] shall receive one additional days' service, up to a maximum of [10] days' service to be added to the end of the term without additional charge to the [PARTY B]

1.3. Notice Requirements. In order to receive any service credits, [PARTY B] must notify [PARTY A] within 30 days from the time [PARTY B] becomes eligible to receive a service credit. Failure to comply with this requirement will forfeit [PARTY B]'s right to receive a service credit.

1.4. System Maintenance. The [PARTY A] reserves the right to

(a) take the Service offline for scheduled maintenance for which it has provided the [PARTY B] with reasonable notice and

(b) change its maintenance window upon prior notice to the [PARTY B].


Tags
SAAS Agreement; fee credit
Compare | Copy to Clipboard  |  Share Example

Service Levels. The [PARTY A] shall provide the Service to the [PARTY B] with a System Availability of at least [98]% during each calendar month.

System Availability. "System Availability" means the number of minutes in a month that the key components of the Service in [PARTY B]'s production environment are operational as a percentage of the total number of minutes in such month, excluding downtime resulting from

scheduled maintenance,

events of force majeure as defined in the Software as a Service Agreement,

malicious attacks on the system,

issues associated with the [PARTY B]'s computing devices, local area networks or internet service provider connections, or

inability to deliver services because of acts or omissions of [PARTY B].

Service Credits. For each full percentage point less than the System Availability percent, the [PARTY B] shall receive a service credit in the amount of [5%] of the monthly service fee, up to a maximum of [30%] to be applied to the next month's service fee.

Notice Requirements. In order to receive any service credits, [PARTY B] must notify [PARTY A] within 30 days from the time [PARTY B] becomes eligible to receive a service credit. Failure to comply with this requirement will forfeit [PARTY B]'s right to receive a service credit.

System Maintenance. The [PARTY A] reserves the right to

take the Service offline for scheduled maintenance for which it has provided the [PARTY B] with reasonable notice, and

change its maintenance window upon prior notice to the [PARTY B].


Tags
Subscription Agreement
Compare | Copy to Clipboard  |  Share Example

Service Levels. [PARTY A] will use commercially reasonable efforts to make the Services available 24 hours a day, 7 days a week, except for:

planned downtime and,

any unavailability caused by circumstances beyond [PARTY A]'s reasonable control.


Tags
Subscription Agreement

About


Overview

IACCM CONTRACTING PRINCIPLES
Service Level Agreement Remedies

1. Definitions

The following definitions apply to these IACCM Contracting Principles:

  • "Service Level Agreement" or "SLA" means the contractual quantitative standards set for service performance by the parties (e.g., response time, service quality, uptime).
  • "SLA Credit" means the credit provided by a supplier to a customer for an SLA Failure.
  • "SLA Failure" means the failure of supplier to meet its obligations under an SLA.
  • "Chronic SLA Failure" means repeated or persistent SLA Failures, the occurrence of which is agreed by the parties to justify a remedy or remedies in addition to the award of SLA Credit(s), such as termination of the impacted services.
2. General Concepts

These general concepts form the basis for the more detailed IACCM Contracting Principles that follow:

  • While suppliers intend to provide high quality services, SLA Failures can occur over time given the complex nature of technology services. SLA Failures should not be deemed to rise to the level of a breach of contract.
  • SLAs are intended to underscore supplier’s efforts to maintain the service, proactively identify potential problems, and quickly resolve any SLA Failures.
  • SLA targets and SLA Credits should be set at levels that drive high performance but do not create financial windfalls for customers or unreasonable financial exposure for suppliers.
  • SLA performance targets should be measurable and verifiable and should reflect minimum acceptable levels of supplier performance, focusing on critical service elements that are essential to the value of the service being provided.

3. IACCM Contracting Principles

  • Suppliers should make performance reports available on a regular basis.
  • SLAs should take into account both the complexity and the criticality of the services.
  • SLA Credits should be based on quantified performance standards set out in the contract.
  • It should be agreed by the parties that SLA Credits are not penalties, which are not enforceable in some jurisdictions.
  • SLA Credits should be the sole and exclusive remedy available to the customer for Service Level Failures, except for Chronic SLA Failures.
  • In the event of a Chronic SLA Failure, Customers should have the additional right to terminate the affected service without penalty, following executive escalation.
  • An SLA Failure should not be deemed to have occurred in situations where the failure is due to a customer-controlled issue or is otherwise out of the control of the supplier. Examples are when an SLA is not met due to:
    • a force majeure event;
    • acts or omissions on the part of customer or any other third party over which the supplier has no control;
    • scheduled maintenance by the customer or entities under the customer’s direction or control;
    • scheduled maintenance by the supplier or its subcontractors within maintenance windows;
    • lapses of service or performance issues related to non-supplier-provided and/or maintained equipment at a customer site;
    • customer’s use of the services in violation of the agreement, which violation caused the problem; and/or
    • customer’s use of non-standard products and services not approved for use by supplier.