This Service Level Agreement (this “SLA”) is incorporated into the _________ agreement between Provider and Customer (the “Agreement”).
Terms defined in the Agreement have the same meanings when used in this SLA. Further, as used in this SLA, calendar months and other timeframes are in the ____ time zone, and business days and business hours refer to the period from 8:00 a.m. to 6:00 p.m. on any day except Saturday, Sunday, or any federal legal holiday in the United States.
A. MONTHLY UPTIME
Provider shall issue a Credit to Customer if Monthly Uptime falls below _____% of the total minutes in any calendar month, based on the table below.
| Monthly Uptime as a percent of minutes in the month | Credit: percent of that month’s System fees |
| __% to __% | ___% |
| __% to __% | ___% |
| Below __% | ___% |
As used above:
- “Monthly Uptime” means the total minutes in the month minus the minutes of Downtime suffered during such month; provided Downtime of less than __ minutes does not count for such purposes, in the aggregate or otherwise.
- “Credit” means a credit against future System fees. Credits (a) do not apply to other amounts Customer may owe Provider, (b) apply to outstanding or future invoices only, and (c) are forfeit upon termination of the Agreement. Provider is not required to issue refunds or to make payments against Credits under any circumstances, including without limitation termination of this Agreement.
- “Downtime” means any period during which Customer cannot log into the System, other than because of errors of Customer or its agents or failures of software or equipment operated by Customer or under its control. Notwithstanding the foregoing, Downtime does not include: (a) Scheduled Maintenance; or (b) failures due to Force Majeure (as defined in Section __, Force Majeure), subject to Section (Business Continuity). Downtime begins when Customer submits a Trouble Ticket.
- “Scheduled Maintenance” means any period of maintenance on the System, provided Provider has given Customer __ days’ notice of such maintenance.
- “Trouble Ticket” means a written trouble ticket properly submitted through Provider’s customer portal.
B. TRANSACTION PROCESSING TIMES
Provider shall issue a Credit (as defined above in Section A.2) of $____ for each calendar day during which (1) average Transaction processing time exceeds ___ seconds or (2) more than __% of Transactions are processed in __ seconds or more.
“Transaction” means _______.
C. ERROR RESPONSE AND REMEDY TIMES
For any Provider failure to address an error within the timeframes below, Provider shall issue a Credit (as defined above in Section A.2) of __% of that calendar month’s System fees. Timeframes below begin on Customer’s submission of a Trouble Ticket (as defined above in Section A.5).
| Severity Level | Response within | Remedy within |
| Level 1 Error | __ minutes | __ hours |
| Level 2 Error | __ minutes | __ business hours |
| Level 3 Error | __ business hours | __ business days |
As used in this Section C:
- “Level 1 Error” refers to ________________________ (a.k.a. a critical service level or CSL).
- “Level 2 Error” refers to any failure of the System materially to conform to its Specifications that is not a Level 1 or Level 3 Error.
- “Level 3 Error” refers to ________________________.
- “Remedy” refers to a solution that returns the System to material compliance with the Specifications at issue.
- “Response” refers to an e-mail, telephone, or in-person acknowledgment of a Trouble Ticket.
D. MISCELLANEOUS
Credits provide Customer’s sole remedies and Provider’s sole liabilities and responsibilities for Downtime, below-target Monthly Uptime, below-target Transaction processing speed, and below-target error Response and Remedy; provided this sentence does not restrict Customer’s right, if any, to terminate the Agreement for material breach.
Under no circumstances is Provider required to issue Credits in excess of __% of any calendar month’s fees.
Provider may revise this SLA by posting a new version at the SLA Website and providing written notice to Customer. However, during the then-current Term, Customer may reject any such revision that, on balance, materially reduces Customer’s rights, provided Customer provides written notice of such rejection, disclosing the material reduction in detail, within 30 days of Provider’s notice of the revision.