# Schedule [N]: Service Level Agreement to the [Agreement name]

> Structural format for a service level schedule attached to a master
> services, SaaS or outsourcing contract: definitions, service
> description, service levels, measurement, reporting, service credits,
> exclusions, escalation and review. Based on common commercial drafting
> practice. **Format, not legal advice.** It makes no claim that any
> clause, credit or remedy is enforceable. Have a qualified lawyer in
> [jurisdiction] review it. For an internal, operational SLA document
> with SLIs, SLOs and error budgets, use the operations Service Level
> Agreement template instead.

<!--
Guidance: How to use this template
- This schedule sits under a main agreement. Use the same defined terms
  as the main agreement and do not repeat its liability, termination or
  governing-law clauses; refer to them.
- Every service level needs four things: a clear metric, a measurement
  method, a target and a consequence. A target that cannot be measured
  from data both parties can see will cause disputes.
- Agree service levels with the operations team that must meet them.
  Contract targets above what the service achieves today create
  automatic credits, not better service.
- Bracketed figures are illustrative choices, not recommendations.
-->

| Field | Value |
|---|---|
| Schedule reference | [Schedule 3] to [Master Services Agreement dated YYYY-MM-DD] |
| Provider | [Provider legal name] |
| Customer | [Customer legal name] |
| Services covered | [Service names or order form references] |
| Version | [0.1] |
| Status | [Draft / Under negotiation / Agreed] |
| Schedule effective date | YYYY-MM-DD |
| Last updated | YYYY-MM-DD |

## 1. Definitions and interpretation

<!-- Guidance: Define every term the service level table uses. Ambiguous definitions of "availability", "incident" or "business hours" are the most common source of SLA disputes. Capitalised terms not defined here take the meaning in the main agreement. -->

1.1 Capitalised terms not defined in this Schedule have the meaning given
in the [Agreement]. In case of conflict, [the Agreement / this Schedule]
prevails for service level matters.

| Term | Meaning in this Schedule |
|---|---|
| Business Hours | [09:00 to 18:00 (time zone), Monday to Friday, excluding public holidays in (country)] |
| Downtime | [Any period of one minute or more during which the Production Service fails (defined availability checks)], excluding Excluded Events |
| Excluded Event | An event listed in section 7 |
| Incident | An unplanned interruption to, or reduction in quality of, the Services |
| Measurement Period | [Each calendar month] |
| Monthly Fee | The fees payable for the affected Service for the Measurement Period |
| Planned Maintenance | Maintenance notified in accordance with section 2.3 |
| Priority | The severity level of an Incident as defined in section 3.2 |
| Resolution | Restoration of the Service or provision of an acceptable workaround |
| Response | Acknowledgement of an Incident by a qualified engineer [with an initial assessment] |
| Service Credit | A credit calculated under section 6 |

## 2. Service description

<!-- Guidance: State exactly which services and environments are covered. Non-production environments, beta features and free tiers are usually excluded. -->

2.1 This Schedule applies to the following Services:

| Service | Environment | Covered hours | Support channels |
|---|---|---|---|
| [Service] | [Production] | [24x7 / Business Hours] | [Portal, phone, email] |
| *Example:* Hosted payroll platform | Production (EU region) | 24x7 | Support portal, phone for Priority 1 |
| *Example:* Payroll file import API | Production | 24x7 | Support portal |
| *Example:* Sandbox environment | Non-production | Not covered by service levels | Support portal |

2.2 Support is provided in [language(s)] by [the Provider's service
desk]. The Customer shall report Incidents through [the support portal]
and provide the information reasonably requested.

2.3 Planned Maintenance: the Provider shall give at least [five (5)
Business Days'] notice and perform it within [Saturday 22:00 to Sunday
04:00 (time zone)], limited to [eight (8)] hours per Measurement Period.
Emergency maintenance shall be notified as early as practicable.

## 3. Service levels

<!-- Guidance: Keep the table short; three to six service levels are typical. Each row needs an ID so reports and credits can refer to it. Priority definitions must be objective enough for both parties to apply. -->

### 3.1 Service level table

| ID | Service level | Metric | Target | Measurement Period | Credit applies |
|---|---|---|---|---|---|
| SL-01 | [Availability] | [Percentage of time the Production Service is available] | [99.9%] | [Monthly] | [Yes] |
| SL-02 | [Incident response, Priority 1] | [Time from report to Response] | [30 minutes, 24x7] | [Monthly] | [Yes] |
| SL-03 | [Incident resolution, Priority 1] | [Time from report to Resolution] | [4 hours] | [Monthly] | [Yes] |
| SL-04 | [Incident response, Priority 2] | [Time from report to Response] | [2 Business Hours] | [Monthly] | [No, reported only] |
| SL-05 | [Data recovery point] | [Maximum data loss after restore] | [1 hour] | [Per event] | [No] |
| SL-06 | [Payroll file processing] | [Percentage of valid files processed within 15 minutes] | [99.5%] | [Monthly] | [Yes] |

### 3.2 Incident priorities

| Priority | Definition | Example |
|---|---|---|
| P1 Critical | [Production Service unavailable or a core function unusable for all users, with no workaround] | *Example:* No users can log in |
| P2 High | [Core function materially degraded or unavailable for a group of users; workaround is difficult] | *Example:* Payslip export fails for one legal entity |
| P3 Medium | [Non-core function impaired; reasonable workaround exists] | *Example:* Report filter returns slow results |
| P4 Low | [Cosmetic issue, question or change request] | *Example:* Typo in a screen label |

The Provider assigns the initial Priority [acting reasonably and in
consultation with the Customer]; either party may request a change in
Priority with reasons.

## 4. Measurement

<!-- Guidance: Name the data source, the calculation, the timezone and rounding. If the provider measures, give the customer a way to verify or challenge the figures. -->

4.1 Availability for each Measurement Period is calculated as:

$$
\text{Availability (\%)} = \frac{\text{Total minutes} - \text{Planned Maintenance} - \text{Downtime}}{\text{Total minutes} - \text{Planned Maintenance}} \times 100
$$

*Example:* In a 30-day month (43,200 minutes) with 240 minutes of
Planned Maintenance and 50 minutes of Downtime, availability is
$(43{,}200 - 240 - 50) / (43{,}200 - 240) \times 100 = 99.88\%$.

4.2 Availability is measured by [the Provider's external monitoring,
which checks (endpoint) from at least (three) locations every (one)
minute]. A minute counts as Downtime when [a majority of locations fail
the check].

4.3 Response and Resolution times are measured from the time stamp in
the [support portal] [during covered hours only, for service levels
measured in Business Hours]. The clock pauses while [the Provider is
waiting for information requested from the Customer].

4.4 Results are rounded to [two] decimal places. Times are in [time
zone].

4.5 If the Customer disputes a measurement, it shall notify the Provider
within [thirty (30) days] of the report, and the parties shall review
the underlying data in good faith.

## 5. Reporting

<!-- Guidance: Say what is reported, how often, by whom and in what form. A report that arrives months late defeats the purpose of service credits. -->

5.1 The Provider shall deliver a service level report within [ten (10)
Business Days] after the end of each Measurement Period, containing:

- (a) performance against each service level in section 3.1;
- (b) a list of Incidents by Priority with Response and Resolution times;
- (c) Planned Maintenance and Excluded Events claimed;
- (d) any Service Credits due and how they were calculated; and
- (e) root cause summaries for P1 Incidents and corrective actions.

5.2 The Provider shall provide a real-time status page at [URL] [and
notify the Customer's contacts of P1 Incidents within (15) minutes].

## 6. Service credits

<!-- Guidance: Credits are a price adjustment, not a full measure of loss. Decide the credit scale, the cap, whether the customer must claim, and whether credits are the sole remedy for missed service levels. These points interact with the liability clauses in the main agreement; agree them with counsel. -->

6.1 If the Provider fails a service level marked "Credit applies", the
Customer is entitled to a Service Credit calculated as a percentage of
the Monthly Fee for the affected Service:

| Service level | Achieved | Service Credit |
|---|---|---|
| SL-01 Availability | [< 99.9% and >= 99.5%] | [5%] |
| SL-01 Availability | [< 99.5% and >= 99.0%] | [10%] |
| SL-01 Availability | [< 99.0%] | [25%] |
| SL-02 P1 response | [Any P1 Response later than target] | [2% per occurrence] |
| SL-03 P1 resolution | [Any P1 Resolution later than target] | [5% per occurrence] |
| SL-06 File processing | [< 99.5%] | [5%] |

6.2 Total Service Credits in any Measurement Period are capped at [thirty
percent (30%)] of the Monthly Fee for the affected Service.

6.3 Service Credits are [applied automatically to the next invoice]
[available on written request within (30) days of the report] and are
not payable in cash [except on termination].

6.4 [Service Credits are the Customer's sole and exclusive financial
remedy for failure to meet service levels, without prejudice to the
Customer's rights under clause (termination) of the Agreement.] [Drafting
note: confirm with counsel.]

6.5 **Chronic failure.** If the Provider fails SL-01 in [three (3)
consecutive Measurement Periods] or [four (4) in any twelve (12)], the
Customer may [terminate the affected Service on written notice] [in
accordance with clause (N) of the Agreement].

## 7. Exclusions

<!-- Guidance: Exclusions must be specific. "Any event outside the provider's control" is vague; list the categories you mean. Excluded time is removed from the availability calculation. -->

7.1 Service levels do not apply to failures caused by any of the
following (each an **Excluded Event**):

- (a) Planned Maintenance notified under section 2.3;
- (b) acts or omissions of the Customer or its users, including use
  contrary to the Agreement or documentation;
- (c) Customer equipment, networks, software or third-party services not
  provided by the Provider;
- (d) suspension of the Services in accordance with the Agreement;
- (e) force majeure events as defined in the Agreement;
- (f) beta, trial or non-production environments; and
- (g) [other agreed exclusions, for example internet outages outside the
  Provider's network].

## 8. Escalation

<!-- Guidance: Name roles rather than individuals where possible and keep contact details in a separately maintained annex. Escalation should be time-bound so an unresolved P1 reaches senior people automatically. -->

8.1 Incidents and service level failures are escalated as follows:

| Level | Provider contact | Customer contact | When |
|---|---|---|---|
| 1 | [Service desk] | [IT service desk] | On report |
| 2 | [Service delivery manager] | [IT operations lead] | [P1 not resolved in 2 hours; P2 not resolved in 1 Business Day] |
| 3 | [Head of operations] | [Head of IT] | [P1 not resolved in 4 hours; repeated SLA failure] |
| 4 | [Executive sponsor] | [Executive sponsor] | [Chronic failure or dispute not resolved at level 3 within 10 Business Days] |

8.2 Disputes not resolved through escalation are handled under the
dispute resolution clause of the Agreement.

## 9. Review

<!-- Guidance: Service levels should evolve with the service. Schedule regular reviews and say how changes are agreed. -->

9.1 The parties shall meet [quarterly] to review service performance,
reports, Incidents, improvement actions and the continuing suitability
of the service levels.

9.2 The parties shall review this Schedule in full at least [annually].
Changes to service levels, credits or exclusions take effect only
through a written amendment signed in accordance with the Agreement.

9.3 Contact details for section 8 are maintained in [Annex A] and may
be updated by written notice without formal amendment.

## Standard and licence note

Based on common commercial drafting practice for service level
schedules to services contracts. Format, not legal advice: this template
does not create a lawyer-client relationship and makes no claim that any
clause, credit or remedy is valid or enforceable in any jurisdiction.
Original text written for this collection; figures are illustrative.
Template licence: MIT.