SLA - Guidance & Instructions

SLA TOOLKIT
SERVICE LEVEL AGREEMENT
GUIDANCE & INSTRUCTIONS
Copyright Protected 2002 Easytec Solutions

Service Level Agreement - Guidance & Instructions SLA Toolkit
TABLE OF CONTENTS
Section Description Page
1.0 INTRODUCTION 5
1.1 Purpose and Objectives 6
1.2 Parties to the Agreement 7
1.3 Commencement date 8
1.4 Duration of the Agreement 9
1.5 Non-exclusive Agreement 10
1.6 Definitions 11
2.0 SCOPE OF WORK 12

2.1 Standard Services 13
2.2 Non-standard Services 14
2.3 Service availability 15
2.4 Place of Service Delivery 16
2.5 Changes to Services 17
2.6 Client delays 18
3.0 PERFORMANCE, TRACKING & REPORTING 19

3.1 Key personnel changes 20
3.2 How each individual service will be monitored 21
3.3 Benchmarks, targets and metrics to be utilised 22
3.4 Service level reporting 23
3.5 Service review meetings 24
4.0 PROBLEM MANAGEMENT 25

4.1 Support and Service desk services 26
4.2 Problem definition 27
4.3 Problem escalation 28
5.0 COMPENSATION 29
5.1 Professional fees 30
5.2 Reimbursable expenses 31
5.3 Invoices 32
5.4 Payment terms 33
5.5 Taxes 34
5.6 Interest for late payment 35
6.0 CUSTOMER DUTIES AND RESPONSIBILITIES 36

6.1 Processing and authorization of invoices 37
6.2 Client personnel, facilities and resources 38
6.3 Training on specialized equipment or tasks 39
6.4 Approvals and information 40
2
7.0 WARRENTIES AND REMEDIES 41

7.1 Quality of service 42
7.2 Indemnification 43
7.3 Third party claims 44
7.4 Exclusions 45
7.5 Remedies for breaches 46
7.6 Force majeure 47
8.0 SECURITY 48
8.1 Physical access 49
8.2 Logical access 50
8.3 Compliance with Client security policies 51
8.4 Information and data security measures 52
8.5 Disaster recovery 53
8.6 Encryption 54
9.0 INTELLECTUAL PROPERTY RIGHTS & 55

CONFIDENTIAL INFORMATION
9.1 Intellectual property rights 56
9.2 Confidentiality 57
9.3 Court orders 58
9.4 Destruction of data and records 59
10.0 LEGAL COMPLIANCE & RESOLUTION OF 60

DISPUTES
10.1 Governing law 61
10.2 Export control 62
10.3 Informal resolution 63
10.4 Arbitration 64
10.5 Limitation of action 65
10.6 Limitation of liability 66
11.0 TERMINATION 67
11.1 Termination after initial term 68
11.2 Termination for convenience 69
11.3 Termination for cause 70
11.4 Payment on termination 71
12.0 GENERAL 72
12.1 Notices 73
12.2 Standard of Care 74
12.3 Assignment 75
12.4 Entire Agreement 76
12.5 Severability 77
12.6 Changes to the Agreement 78
12.7 Non-solicitation 79
12.8 Exhibits 80
13.0 SIGNATURES 81
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SCHEDULES
Schedule A Standard Services 82
Schedule B Non-standard Services 83
Schedule C Service Availability 84
Schedule D Place of Delivery 85
Schedule E Change Control Procedures 86
Schedule F Service Monitoring and Performance Measurement 87
Schedule G Service Level Reporting 88
Schedule H Support and Service desk Services 89
Schedule I Problem Escalation 90
Schedule J Fees and Expenses 91
Schedule K Scale of Penalties and Refunds 92
Schedule L Notices 93
Schedule M Changes to Agreement 94
4
1. INTRODUCTION TO SERVICE LEVEL AGREEMENTS
A Service Level Agreement (the Agreement) is an agreement between two parties for
the delivery of specified services by a “Supplier” or vendor to another party, the user,
referred to in this documentation as the “Client”. It is effectively a proxy contract in
that the two parties have negotiated and signed a comprehensive document
specifying the terms and conditions under which the service delivery may be
effected.
Both parties must clearly understand their respective roles and responsibilities in
respect of the delivery of the services and this information is usually included in this
part of the Agreement.
In the SLA the Supplier and the Client are identified together with a statement of
expectations and abilities. The Client should also fully understand the cost of
receiving these services and the basis for the calculation of those costs.
The Supplier is accountable for the quality and performance levels of the services
and the service availability.
This Service Level Agreement – Guidance and Instructions document is designed to

simplify the preparation of your SLA and will enable you to move quickly and easily
between the SLA Template and the SLA Guidance and Instructions as you complete
each section.
This section of the SLA Template and SLA Guidance and Instructions contains
suggested wording and guidance on the following topics:
1.1 Purpose and Objectives

1.2 Parties to the Agreement
1.3 Commencement date
1.4 Duration of the Agreement
1.5 Non-exclusive Agreement
1.6 Definitions
To move to the start of the section entitled “Introduction” within the SLA Template,
please click here.
To return to the SLA Guidance and Instructions document, please either use the
“return button” on your Word toolbar or click on the “G&I” letters next to the relevant
section in the SLA Template.
5
1.1. PURPOSE AND OBJECTIVES
The drawing up of a detailed SLA achieves a number of objectives:
 It defines the terms and basis under which the Services will be delivered
 It states how the Service performance levels are to measured
 It provides a legal framework for the relationship between the Supplier and
the Client.
 It specifies the Services to be delivered
 It specifies the costs of receiving those services
The SLA should contain a brief statement on the purpose and objectives of the
Agreement being drawn up between the two parties. Within the SLA Template a
simple and basic description of the Purpose and Objectives has been used as an
example. This is restated here as follows:
“ This Agreement outlines the terms and conditions under which the Supplier will
provide specified Services (collectively referred to as “the Services”) to its Client or
its Affiliates.”
If considered appropriate, it is possible to elaborate on this statement and additionally

include further information of the various objectives to be fulfilled including, for
example, information the Suppliers service mission statement or service philosophy.
Should this suggested wording not be suitable for either the Supplier or the Client,
then the two parties should agree on an alternative wording and the new wording
substituted accordingly.
To move to the relevant section of the SLA Template in order to make amendments,
please click here.
To return to the SLA Guidance and Instruction document, please use the return
button on your Word toolbar
6
1.2. PARTIES TO THE AGREEMENT
It is necessary to identify the parties involved in the introductory section of the

Agreement. Where there are two different organisations involved, this is achieved by
including in this section the names and addresses of the principal offices of the two
organisations concerned. Where the two parties are part of the same organisation
(e.g. where one party is say the IT Division and the other party is the Production
Division) then the identification will be the department or division concerned. It is still
prudent to state the address of each party to the Agreement.
Within the preamble to the Agreement the two parties should be identified with
names and addresses. Within the SLA Template a basic wording has been used as
an example. This is restated here as follows:
“This Agreement is made between [specify name of Supplier] (hereinafter referred

to as “the Supplier”) of [specify address of Supplier], and [specify name of Client]
(hereinafter referred to as “the Client” of [specify address of Client].”
Should this wording not be suitable for either the Supplier or the Client, then the two
parties should agree on an alternative wording and the new wording substituted
accordingly.
please click here.
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1.3. DATE OF COMMENCEMENT
The Date of Commencement is the date that the Agreement becomes effective. It is
often also the date for the commencement of Services. This date must be discussed
and agreed by both parties and any pre-conditions specified during these discussions
should be met by that date.
The document should clearly state the commencement date of the Agreement in
order that both parties are aware of the legal start date for such a relationship. Within
the SLA Template a basic simple wording has been used as an example. This is
restated here as follows:
“This Agreement will commence on [specify commencement date].”
accordingly.
please click here.
return button on your Word toolbar or click on the “G&I” letters next to the relevant
8
1.4. DURATION OF AGREEMENT
The SLA must contain a clause that states the initial duration of the Agreement. This
clause should also deal with the renewal options available.
There are a large number of options available for dealing with the renewal of the
Agreement and this must be discussed between the parties concerned. The options
include some form of automatic renewal, a renewal process a based on notices
issued between the two parties, the drawing up of a new Agreement in advance of
the renewal date and straight termination at the end of a fixed period. This latter
option may be necessary, for example, where a competitive public retendering for
these services is necessary at fixed periods.
The simplest approach is for the Agreement to be automatically renewed on each

anniversary date with either party able to exercise the right to give an agreed
minimum period of notice in the event of their intention not to renew the Agreement at
the next anniversary date.
Within the SLA Template we have suggested the automatic renewal option and a
basic wording has been used as an example. This is restated here as follows:
“This Agreement is for an initial [specify no. of months] month period and is
automatically renewable for a further twelve month period at the end of this initial
period and on each subsequent anniversary of the Commencement Date unless
three months prior written notice is received to terminate the Agreement by either
party. “
accordingly.
please click here.
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1.5. NON-EXCLUSIVE AGREEMENT
The Agreement should contain suitable wording to explain the basis of the
relationship and describe the level of exclusivity of the Services. It is important to
state the rights of the Client in respect of competitor organisations supplying similar
Services to the Client and also the rights of the Supplier to supply similar Services to
other clients including competitor organisations.
Although some aspects of these matters could relate to possible restrictive practices
it is sometimes a strategic objective for organisations to try to obtain exclusive
services from a Supplier where it considers those services to be an integral part of its
unique selling position or where confidential information or know-how may be
considered be an inherent part of the process.
Within the SLA Template a basic wording has been used as an example. This is
“It is understood and agreed that this Agreement does not grant to the Supplier any
exclusive rights to do business with the Client and also that the client may contract
with other suppliers for the procurement of similar services. Nothing in the
Agreement prevents the Supplier from marketing, developing, using and performing
similar services or products to other potential clients.”
accordingly.
please click here.
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1.6. DEFINITIONS
One of the principal objectives of the SLA is that both parties fully understand the
basis and intent of the terms and conditions under which the Services are to be
delivered. It is necessary for terms used in the Agreement to be clearly defined in
order to eliminate misunderstandings. This section contains the terms which require
definition. As a rule it is always better to have more definitions rather than less and it
is well worth the time to spend significant effort on this section of the Agreement.
The definitions should be discussed between the two parties to ensure understanding
of the various terms used. If there are other terms identified during discussions
between the parties that are not in the list of defined terms then these should be
added also.
Within the SLA Template, a list of defined terms has been included to provide an
example of the nature of the definitions to be included in this section. This list will
inevitably need to be amended to reflect the specific terms being used in the delivery
of your own services.
The definition of terms section should be an integral part of the negotiation and
discussion process between the two parties. Once the Agreement has been
completed, it may also be desirable to review the definitions and terms used to
ensure that all terms used are properly defined and therefore fully understood by
both the Client and the Supplier.
To move to the relevant section of the SLA Template to see the examples and in
order to make amendments and to add new items, please click here.
11
2. SCOPE OF WORK
This is probably the most critical Section of the Agreement in that it defines the
Services to be delivered. It is important to note in this section those Services that
are being supplied by third parties and the nature of those services. These Services
could be covered by back-to-back SLAs between the Supplier and the third parties.
The Client must be satisfied that the relationship between the Supplier and the third
party does form a “weak link” in the supply chain.
Where there is a requirement to select specific services at a later stage, the Scope of
Work section is likely to include comprehensive information on the full range of
services available on this basis.
This part of the SLA Template and SLA Guidance and Instructions contains
2.1 Standard Services

2.2 Non-standard Services
2.3 Service availability
2.4 Place of Service Delivery
2.5 Changes to Services
2.6 Client delays
To move to the start of the section entitled “Scope of Work” within the SLA Template,
please click here.
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2.1. STANDARD SERVICES
This section of the Agreement contains detailed information about the Services being
delivered. In order to simplify the structure of the Agreement we have suggested
using “Schedule A” as an attachment to the Agreement to specify the Standard
Services to be delivered.
In our suggested SLA structure, the Services have been analysed into Standard
Services and Non-standard Services in order to simplify the process. This allows the
Supplier to include its Standard services by way of a brochure or prep-prepared
statement and to consider in more detail those services where customisation or
specialisation of Services is necessary to meet the Client’s specific requirements.
Within this section of the there should be a basic cross reference to the relevant
Schedule to be attached to the Agreement. Further information preparing information
for Schedule A is given later in this document.
“Standard services to be delivered under this Agreement are as specified in

Schedule A to this Agreement.”
accordingly.
To move to the relevant section of the SLA Template in order to make amendments
to this wording, please click here.
To move to Schedule A of the SLA Guidance & Instructions in order to review the
guidance contained in that section and to work on the preparation of that section of
the SAL Template , please click here.
To return to this section of the SLA Guidance and Instructions document, please use
the return button on your Word toolbar
13
2.2. NON-STANDARD SERVICES
Similarly to the previous section, this is also a critical section of the Agreement and
contains detailed information about the Non-Standard Services being delivered. In
order to simplify the structure of the Agreement we have used “Schedule B” for
specifying the Non-standard Services to be delivered.
Non-standard Services are those that require customisation and development and
are not simply “off the shelf” services. Although many Suppliers will argue that all
their services are bespoke or customised in order to improve their marketing appeal,
it is important to differentiate between those services that would form a part of the
supplier’s standard package of services and those which are not supplied elsewhere
and are therefore customised specifically towards meeting this specific Client’s
requirements.
Within this part of the Agreement there should be a simple and basic cross reference
to Schedule B which will be attached to, and form part, of the Agreement.
“Non-standard services to be delivered under this Agreement are as specified in

Schedule B to this Agreement.”
accordingly.
please click here.
To move to Schedule B of the SLA Guidance & Instructions in order to review the
14
2.3. SERVICE AVAILABILITY
Service availability can be described in terms of the time that a specific service will
be made available to the Client or maybe stated as a percentage of an elapsed
period of time. It is necessary to describe the time period when a specified service is
expected to be available and the minimum percentage amount of time that that
service has to be available to satisfy the Client’s minimum level requirements.
In order to keep the structure of the SLA simple, the information for Service
Availability for both Standard and Non-Standard Services should both be included in
Schedule C to the Agreement.
Within the main body of the SLA Template the following suggested basic wording has
been used to state that the information is held in Schedule C. This is restated here
as follows:
“The availability, operational reliability and response times of the Services to be

delivered under this Agreement are as specified in Schedule C to this Agreement.”
Should this wording not be suitable for either the Supplier or the Client and a decision
is taken not to use Schedule C for this purpose, then the two parties should agree on
an alternative wording and the new wording substituted accordingly.
please click here.
To move to Schedule C of the SLA Guidance & Instructions in order to review the
15
2.4. PLACE OF SERVICE DELIVERY
The place, or specific location, of the Service delivery for both Standard and Non-
standard services must be clearly specified in the Agreement. This should be done in
Schedule D.
Within the main body of the SLA Template a basic wording has therefore been used
to notify the reader that the information concerning the place of delivery is included in
Schedule D to the Agreement. This is restated here as follows:
“The Services covered by this Agreement are to be delivered at the address or

addresses given in Schedule D to this Agreement.”
accordingly.
please click here.
To move to Schedule D of the SLA Guidance & Instructions in order to review the
16
2.5. CHANGES TO SERVICES
From time to time, it may be necessary for either the Client or the Supplier to require
changes to the Services being delivered. These changes need to be closely
controlled and should be covered by an approved procedure. It is recommended that
change requests are formalised and agreed between the parties.
If the change to the services are reasonably straight forward then only Schedule A or
Schedule B may need to be updated and agreed. If however the requested changes
to the Services are fundamental, they may also require changes to be made to the
Agreement.
Changes to the Agreement will be handled under similar Change Control procedures
and these are covered more fully in Section12. 6 below.
The Change Control procedures are to be detailed in Schedule E to this Agreement.

“Either party may propose changes to the scope, nature or time schedule of the
Services being performed under this Service Level Agreement. The parties will
mutually agree to any proposed changes, including adjustments to fees and
expenses as a result of the changes to the Services. All changes are to be subject to
the change control procedures included in Schedule E to this Agreement and must
be approved in writing by both parties.”
accordingly.
please click here.
To move to Schedule E of the SLA Guidance & Instructions in order to review the
17
2.6. CLIENT DELAYS TO SERVICES
It must be recognised that in certain circumstances the Supplier may become liable
for defective service performance levels which have actually been caused, or
contributed to, by the Client. It is necessary in these circumstances therefore to
include in the Agreement some cover for the Supplier where such events have
occurred.
“The Supplier will be entitled to an adjustments to any penalties or refunds due for
inadequate performance if the Supplier is prevented from performing specific
Services for any reasons beyond the control of the Supplier which are caused by the
Client.”
accordingly.
please click here.
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3. PERFORMANCE, TRACKING AND REPORTING
A key part of the Agreement deals with Service level performance including tracking
the service and performance levels, monitoring problems and the support services
and the resolution of such problems.
Every Service level and performance expectation must be capable of being

measured and data must be captured, recorded and analysed to ensure reasonable
expectations are being met. Various aspects of a service may need to be measured
and recorded individually to provide a meaningful analysis. This could include for
example equipment, software, capacity, response times, down-time and
problem/support resolution times.
3.1 Key personnel changes

3.2 How each individual service will be monitored
3.3 Benchmarks, targets and metrics to be utilised
3.4 Service level reporting
3.5 Service review meetings
To move to the start of the section entitled “Performance, Tracking and Reporting”
within the SLA Template, please click here.
19
3.1. KEY PERSONNEL CHANGES
It is not always desirable to include the names of key personnel within SLA
Agreements as any changes to those specific individuals would effectively invalidate
the Agreement. Such changes could result in numerous successive SLA Agreements
being drawn if such Agreements are dependent upon individuals. However, in the
interest in good relations between the parties, the Client may require the Supplier to
notify the Client in advance of any changes being made to key personnel in order
that the Client can raise any issues prior to such changes being implemented.
Where however the Service delivery is dependent upon a specialised skills and
availability of a specific individual then that dependency should be clearly stated in
the Agreement with potential termination and other contractual issues addressed at
the same time which cover the possibility of non-availability of that key individual.
“Key personnel are not required to be named within this Agreement but the Supplier
will notify the Client in advance of any changes to such key personnel that could
affect the delivery of the Services to the Client.”
accordingly.
please click here.
20
3.2. HOW EACH SERVICE WILL BE MONITORED
The Agreement must state how each service is to be measured and monitored and
who will be responsible for carrying out that activity. Very often it is the Service Desk
Team that will monitor the services provided and the service levels attained. The
Client may also keep its own statistics for analysis to ensure accurate and realistic
reporting of performance levels.
The procedures for monitoring the Services are to be included in Schedule F to this
Agreement. Within the SLA Template a basic wording has been used as an
“The performance of each individual Service will be monitored. The methodology to

be used in each case is outlined in Schedule F to this Agreement.”
accordingly.
please click here.
To move to Schedule F of the SLA Guidance & Instructions in order to review the
the SAL Template, please click here.
21
3.3. BENCHMARKS, TARGETS AND METRICS

TO BE UTILISED
The measurement criteria for each individual service will relate to the agreed targets
and benchmarks for that service. This section details those metrics and other
measurement methods to be utilised in this measurement process.
Schedule F includes further guidance in this respect.
Similarly to Section 3.2 above, the benchmarks, targets and metrics being utilised are
also to be included in Schedule F to this Agreement. Within the SLA Template a
basic wording has been used as an example. This is restated here as follows:
“The benchmarks, targets and metrics to be used in the measurement of

performance levels are defined in Schedule F to this Agreement. “
accordingly.
please click here.
To move to Schedule F of the SLA Guidance & Instructions in order to review the
22
3.4. SERVICE LEVEL REPORTING
The SLA should contain a list of the reports that will be required to support the
Agreement. For each report, the SLA will describe the contents of that report and the
purpose for which it is to be used.
The information on this reporting structure is detailed in Schedule G to this

Agreement. Within the SLA Template a basic wording has been used as an
“Reports on actual service levels achieved will be provided to the Client on a monthly
basis. This will cover each service component delivered and the performance
achieved compared with target. These reports are to be provided to the Client within
ten working days after the end of each month. The reports required to be supplied
and their respective frequency and distribution are included in Schedule G to this
Agreement”
accordingly.
please click here.
To move to Schedule G of the SLA Guidance & Instructions in order to review the
23
3.5. SERVICE REVIEW MEETINGS
Formal Service Review Meetings should be held on a quarterly basis throughout the
period of the Agreement. All issues relating to the Services being delivered should be
covered at these meetings which should be minuted and signed by both parties.
The purpose of these meetings is to keep all parties up to date with service
performance issues and other matters relating to the provision of the Services and
the Agreement. It enables issues to be discussed and agreement reached on
potential disputes or changes or other matters affecting the two parties.
“Service Review meetings will be held on quarterly basis at the Client’s offices. The
issues to be covered will include (as applicable):
 Service performance levels

 Support performance levels
 Installation performance
 Equipment issues
 System issues
 Compensation issues
 Administrative Issues
 Security Issues
 Changes proposed”
accordingly.
please click here.
24
4. PROBLEM MANAGEMENT
The purpose of problem management is to minimise the adverse impact of incidents

and problems on the Services being provided. There are two main aspects of
problem management; firstly there is the management of problems that have
occurred and their successful resolution in the minimum amount of time; secondly
there is the preventative aspect of problem management where risks of problems
occurring are measured and strategies applied to minimise the risks of such
incidents.
Formal records and event logs should be maintained of all incidents and problems
whether actual or perceived.
4.1 Support and Service desk services

4.2 Problem definition
4.3 Problem escalation
To move to the start of the section entitled “Problem Management” within the SLA
Template, please click here.
25
4.1. SERVICE DESK AND OTHER SUPPORT SERVICES
An effective Service desk supported by on and off-site technical services is a critical

component to successful service level delivery and performance. The Service Desk
provides the first point of contact between the Client and the Supplier in the event of
difficulties and is usually responsible for incident control and incident management in
respect of the services provided.
The Service desk has the following characteristics:

 it acts as the key strategic function in achieving customer satisfaction
 it supports the reduction of the cost of supporting the Service infrastructure
 it manages the process of change to services and customer relationships
 it seeks to reduce the costs of providing the services
 it strengthens the customer relationship and acts of the main contact point
 it assists in the identification of new business opportunities
The Service Desk’s role, responsibilities and activities is to be detailed in Schedule H

to the Agreement. Within the SLA Template a basic wording has been used as an
“The Supplier will provide ongoing assistance to the Client to support the
Services provided. This will include Service Desk facilities and On-site
Maintenance and Support services. The Service desk and On-site
Maintenance and Support services are defined in Schedule H to this
Agreement”
accordingly.
please click here.
To move to Schedule H of the SLA Guidance & Instructions in order to review the
26
4.2. PROBLEM DEFINITION
The purpose of defining and prioritising problems is to ensure that resources are
concentrated on resolving the most critical incidents and ensuring that these are
resolved an urgent basis reflecting the seriousness of the incident and its impact on
the Client. This enable the Client to understand how the incident management
process will be operated and the Supplier to concentrate scarce resources towards
the incidents with potentially the greatest negative impact on the Client.
All incidents are to be reported, and recorded by, the Service Desk and the largest
majority (up to 85%) would normally be resolved by the Service Desk staff. It is
important therefore for the impact of the incident on the Client’s business.
The SLA Template contains a suggested five point structure for classifying problems
and the Supplier and Client should ensure that this meets their requirements or make
any necessary amendments. Within the SLA Template a basic wording has been
used as an example. This is restated here as follows:
“The following standard problem definitions will apply to the services provided under
the terms of this Agreement.”
Problem Priority Status Impact

Priority 1 Mission critical Serious financial impact
Priority 2 Extremely urgent Significant financial impact
Priority 3 Urgent Medium financial impact
Priority 4 Medium priority Minimal financial impact
Priority 5 Low Priority No financial impact
please click here.
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4.3. PROBLEM ESCALATION
In the event that an incident is not resolved within an acceptable timeframe relative it
its potential impact on the Client’s business, the Service Desk should operate
according to agreed escalation procedures. This escalation management process
should trigger the notification of the unresolved incident status to successive levels of
management within the Supplier’s organisation hierarchy. This process should
ensure that unresolved incidents are properly dealt with within an agreed timeframe
and that unresolved issues are automatically advised to the Supplier’s senior
management.
The escalation management process is to be included in Schedule I to the

Agreement.
This is an important issue to be agreed between the Client and the Supplier to
ensure that the incident management process meets the Client’s needs. Within the
main body of the SLA Template a basic wording has been given as an example. This
is restated here as follows:
“To ensure that the Client receives senior management attention on unresolved
issues, the Supplier operates a problem escalation procedure in order that any
unresolved problems are notified to the Suppliers operational and management
personnel on a priority basis dependent upon the severity of the problem. There are
five levels of Problem Priorities and three levels of escalation. This escalation
process is specified in Schedule I to this Agreement.”
accordingly.
please click here.
To move to Schedule I of the SLA Guidance & Instructions in order to review the
28
5. COMPENSATION
The Supplier is entitled to receive an agreed level of compensation for the delivery of
the Services. It is important for both parties to discuss and agree such levels of
payment for fees, reimbursable expenses and/or other costs. There is often the
calculation and approval of an agreed budget amount for the services which would
set an upper limit on the costs of the Services which could not normally be exceeded
without further approval from the Client.
5.1 Professional fees

5.2 Reimbursable expenses
5.3 Invoices
5.4 Payment terms
5.5 Taxes
5.6 Interest for late payment
To move to the start of the section entitled “Compensation” within the SLA
Template, please click here.
29
5.1. PROFESSIONAL FEES
Professional service fees are often either on a time and materials basis or on a fixed
price basis. In some cases there can be a combination of this methodology in that
there may be a fixed fee for a certain minimum level of business and then
incremental amounts based on some volume usage related criteria.
The Professional Fees chargeable in respect of the Services to be delivered are to

be included in Schedule J to the Agreement. Within the SLA Template a basic
wording has been used as an example. This is restated here as follows:
“The professional fees payable for performing either the Standard Services or the
Non-standard Services are on the basis as defined in Schedule J to this Agreement.”
accordingly.
please click here.
To move to Schedule J of the SLA Guidance & Instructions in order to review the
30
5.2. REIMBURSABLE EXPENSES
Reimbursable expenses are those costs incurred by the Supplier in the delivery of
the Services that may be reasonably on-charged to the Client. The Supplier may
also add a small administrative fee in order to cover the administrative work involved
and short term funding costs relating to such expenses. Such expenses can include
courier costs, document duplication, postage, telephone charges, travel and living
expenses, and other expenses specifically approved by the client. This list is not
however intended to be exhaustive and should be amended to fit the circumstances
of the Service delivery process. Reimbursable expenses may also include the cost
resources associated with the delivery of computer related services including
communication, installation, stationery and consumables.
The reimbursable expenses chargeable in respect of the Services to be delivered are

to be included in Schedule J to the Agreement. Within the SLA Template a basic
wording has been used as an example. This is restated here as follows:
“Reimbursable expenses mean agreed incidental services reasonably incurred by

the Supplier in performing its obligations, plus a 10% administrative fee. Expenses
that may be considered as reimbursable are stated in Schedule J to this Agreement.
“
accordingly.
please click here.
To move to Schedule J of the SLA Guidance & Instructions in order to review the
31
5.3. INVOICES
It is necessary to agree how service related payments are to be claimed by the

Supplier. This is normally handled through the submission of invoices from the
Supplier. These invoices should contain suitable information to explain the basis of
the charges being made and clearly refer to the Services being delivered. Any
refunds or penalties payable under the terms of the Agreement should be handled
through separate credit invoices and not just be deducted from the normal invoices.
The Supplier will usually already have a standard method for the format for the issue
of its invoices, however with some large commercial organisations and Government
offices it is sometimes necessary to meet the regulation of Client’s organisation and
thereby incorporate additional wording within the invoice in order to achieve this.
“The Supplier will submit invoices to the client for professional fees and reimbursable
expenses on a monthly basis in arrears. Each invoice will clearly state the work
performed, hours worked and reimbursable expenses incurred.”
accordingly.
please click here.
32
5.4. PAYMENT TERMS
Agreement must be reached about exactly when payments are to be made. Normal
practice is for payments to be made 30 days from the date or receipt of the invoice
which is normally submitted monthly in arrears for completed work. The Supplier and
the Client should discuss these issues and agree on a suitable approach meeting the
their specific requirements
The Agreement should also deal with potential disputed invoice amounts and the
procedure to be applied in these circumstances.
“All fees and expenses are to be paid to the Supplier, in the currency of the invoice,
by telegraphic transfer of funds to the account designated by the Supplier. All
invoices are payable within 30 days from the date of the invoice. Any amounts
disputed in good faith may be deducted from the invoice and the remainder must be
paid by the due date. The disputed amount should be notified in writing to the
Supplier within 15 days of receipt of the invoice giving the reasons for withholding
payment. Upon receipt of the Client’s dispute notice, the Supplier and Client will work
together in good faith to resolve such disputes in a prompt and mutually acceptable
manner. The Client agrees to pay any disputed amounts within 5 days once the
issues have been resolved.”
accordingly.
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33
5.5. TAXES
Where applicable, taxes, including VAT or sales taxes, should be shown separately
on all invoices sent by the Supplier to the Client. The basis of the calculation should
be used and the relevant tax reference numbers, where applicable, should also be
stated. The Agreement should clearly establish responsibility for the payment and
collection of taxes arising in respect of the services being delivered.
“The Client agrees to pay directly or reimburse the Supplier for any taxes directly
arising out of this Agreement excluding any taxes on the Suppliers income.”
accordingly.
please click here.
34
5.6. INTEREST FOR LATE PAYMENT
In order to encourage prompt payment of invoices, many Suppliers include a clause

enabling them to charge penalty interest for late payments. This can either be
presented as a penalty charge where the payment is not received within a specified
period or as a discount incentive for early payment. The charge has to be reasonable
and the basis used for calculating the charge should also be included on the invoice.
“If the invoice is not settled within 30 days from date of invoice, the Supplier may add
an interest and administrative charge of 1.5% of the invoice amount per month.”
accordingly.
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35
6. CUSTOMER DUTIES AND RESPONSIBILITIES
In order to achieve a successful Service delivery relationship, the Client has to

understand that it has duties and activities for which it is also responsible. The Client
has to ensure that the Supplier’s personnel are afforded necessary access to
premises and equipment and, where applicable, are also given controlled logical
access to systems and software. It is important also for the nominated Client
personnel to take management responsibility for the related systems, processes and
relationships in order to ensure that effective ownership is achieved.
6.1 Processing and authorisation of invoices

6.2 Client personnel, facilities and resources
6.3 Training on specialised equipment or tasks
6.4 Approvals and information
To move to the start of the section entitled “Customer Duties and Responsibilities“
within the SLA Template, please click here.
36
6.1. PROCESSING AND AUTHORISATION OF INVOICES
An important Client responsibility is to process and settle the Supplier’s invoices

within the agreed time period for this activity. Where applicable, any invoice amount
disputed should be brought promptly to the Supplier’s attention with adequate
explanation to enable the Supplier to investigate and make corrections as necessary.
“The Client undertakes to process and settle invoices by the due dates.”
accordingly.
please click here.
37
6.2. CLIENT PERSONNEL, FACILITIES & RESOURCES
The Client has to ensure that the Supplier’s employees are given reasonable access
to premises, equipment and persons in order that the Service delivery process may
be effective. It may also be necessary to supply temporary or permanent office
space and related facilities to the Supplier’s personnel.
It is important to agree on the actual facilities and resources that are to be afforded to
the Supplier in order that existing controls in place in the Client’s organisation are not
circumvented.
“The Client will ensure the Supplier has timely access to appropriate Client personnel
and will arrange for the Supplier personnel to have suitable and safe access to the
Client’s facilities and systems. The Client will also provide suitable office space and
associated resources for Supplier personnel working on-site including all necessary
computing and office support resources.”
accordingly.
please click here.
38
6.3. TRAINING ON SPECIALISED EQUIPMENT OR

TASKS
Where specialised equipment or systems are an integral part of the Service delivery
process, and where these are required to be operated by the Client’s personnel, it is
often necessary for specialised training to be given. The Supplier may require
assurance that untrained or unqualified personnel are not allowed to operate or have
access to the systems and this should be stated in the Agreement.
In these circumstances, the Client will need to obtain assurance that this specialised
training is readily available and also understand the basis for any charges to be
made in respect of this training.
Any health and safety issues should also be incorporated into this aspect of the
Agreement.
“The Client will ensure that all Client personnel who work on the Supplier’s systems
or equipment are adequately qualified and receive suitable training both to ensure
the safety of the Client’s personnel and to safeguard the Suppliers systems or
equipment.”
accordingly.
please click here.
39
6.4. APPROVALS AND INFORMATION
From time to time, it is inevitable that the Client will be required to provide
information, approvals, authorisations or decisions that are necessary for the
Supplier to perform the Services. It is important therefore that agreement is reached
between the Supplier and the Client for these interactions to be handled promptly
and efficiently so that unnecessary delays are avoided.
“The Client will respond promptly, and in any case, within five working days, to any
Supplier requests to provide direction, information, approvals, authorisations or
decisions that are reasonably necessary for the Supplier to perform the Services.”
accordingly.
please click here.
40
7. WARRENTIES AND REMEDIES
Clauses covering warranties and remedies in the event of defective service or

unexpected incidents are important aspects of any well structured agreement. It is
inevitable that things can, and unfortunately will, go wrong from time to time during
the life of the Agreement and the document should allow for this situation and provide
guidance for dealing with the outcomes. Due to the existence of a higher degree of
certainty due to effective incident and problem management, many supplier
organisations these days often make extensive warranties available to their Clients
for commercial and competitive reasons.
7.1 Quality of service

7.2 Indemnification
7.3 Third party claims
7.4 Remedies for breaches
7.5 Exclusions
7.6 Force majeure
To move to the start of the section entitled “Warranties and Remedies” within the
SLA Template, please click here.
41
7.1. QUALITY OF SERVICE
It is necessary to include a clear statement on the expectations for service quality.

The wording will usually refer to industry standards and standard measurement
criteria. Service quality is a critical issue and a procedure should be included for
notifying and dealing with perceived breaches.
Service quality statements usually deal with the agreed minimum levels of service
acceptable to the Client and necessary to support the Client’s business activities.
The service quality descriptions and supportive quantitative measurement criteria
should define these minimum expectations.
“The Supplier warrants that the Services will be performed in a professional and
workmanlike manner consistent with industry standards reasonably applicable to
such services. If the Client considers that a breach of this warranty has occurred and
notifies the Supplier in writing stating the nature of the breach, then the Supplier will
be required to correct any affected services in order that they comply with the
warranty.”
accordingly.
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42
7.2. INDEMNIFICATION
Some form of indemnification for the impact of Supplier negligence on the Client’s
employees should always be included in the Agreement. This is often supported by
business insurance policies and the Client should check to see what insurance the
Supplier carries in respect of such incidents.
“If, as a result of the Supplier’s negligence, the Client or Client’s employees suffer
injury or property damage, the Supplier will reimburse the Client for that portion of
any damages for which the Supplier is found to be liable.”
accordingly.
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43
7.3. THIRD PARTY CLAIMS
It is normal for the Supplier to take legal responsibility for any infringement of
copyright by its employees. In this section the Supplier takes responsibility also for
dealing with any third party claims takes against the Client for infringements of this
nature.
“The Supplier warrants that any works of authorship written by the Supplier’s
personnel will not infringe any third party copyrights, patents or trade secrets. If a
third party takes action against the Client for any infringes of this nature, then the
Supplier will, at its own expense, settle the claim or arrange to defend the Client in
such proceedings, and, in such circumstances, the Supplier will pay all settlement
costs, damages, and legal fees and expenses finally so awarded.”
accordingly.
please click here.
44
7.4. EXCLUSIONS
It order to protect itself for copyright infringements in written or other works where the
Client has amended its original works and thereby caused the infringement, a clause
covering such incidents is usually included in the Agreement. Also covered is the
situation where the Client is incorrectly using an older version of the works and has
thereby contributed to the potential liability.
“The Supplier is not responsible for any infringements to third party copyrights,
patents or trade secrets where the Client has made amendments to original
documents and similar works prepared by the Supplier without the express approval
of the Supplier, or where the Client fails to use the most recent versions of such
works that have been delivered by the Supplier.”
accordingly.
please click here.
45
7.5. REMEDIES FOR BREACHES
Where defective service performance or any other breach has occurred, the
Agreement should spell out the remedies available to the Client. As a minimum, the
Supplier should be required to correct the beach and restore normal service. Where
the Agreement allows for refunds or penalties, these should be clearly stated
together with the basis for any calculations.
Information on penalties and refunds, if applicable, are included in Schedule K to this

Agreement.
“In the event of any defective performance from the Supplier or failure to furnish the
agreed level of service, the Supplier will make reasonable efforts to restore the
service to a good operating condition on an urgent basis. If any penalties and
refunds are payable in the event of defective service, the amounts claimable are
defined in Schedule K to this Agreement.”
accordingly.
please click here.
To move to Schedule K of the SLA Guidance & Instructions in order to review the
46
7.6. FORCE MAJEURE
It is normal to include in any Service agreement, a clause which restrict

responsibility where events have occurred that are reasonably outside the control of
either but which have had a material affect on the Services being delivered. This is
normally referred to a “Force Majeure” clause.
“Except in respect of payment liabilities, neither party will be liable for any failure or
delay in its performance under this Agreement due to reasons beyond its reasonable
control, including acts of war, acts of God, earthquake, flood, riot, embargo,
sabotage, governmental act or failure of the Internet, provided the delayed party
gives the other party prompt notice of the reasons for such cause.”
accordingly.
please click here.
47
8. SECURITY
It is necessary for the Supplier to fully respect the Client’s procedures relating to
security. It is also necessary for the Supplier to operate good security practices within
its own organisation in order to protect information about the Client and also ensure
continuity of the Services being delivered. Consideration should be given towards to
applicability of implementing ISO17799 based information security procedures in
both organisations where this has not already been done.
Such measures include physical security, logical access security, network security,
information security, disaster recovery and business continuity.
8.1 Physical access

8.2 Logical access
8.3 Compliance with Client security policies
8.4 Information and data security measures
8.5 Disaster recovery
8.6 Encryption
To move to the start of the section entitled “Security” within the SLA Template,
please click here.
48
8.1. PHYSICAL ACCESS
It is necessary for the Supplier’s personnel to be afforded reasonable access to

premises where the Services are to be delivered. Where the Client has adequate
physical security procedures in place to cover access by third party organisations,
the Supplier will be made aware of those procedures and arrangements made for the
necessary access by the Supplier’s representatives. Where the Client does not have
such procedures in place, consideration should be given to implementing suitable
procedures which cover access by third party personnel.
The Supplier’s personnel will also need to have access to any equipment through
which the Services are to be delivered. The Supplier’s employees should be granted
reasonable access in accordance with the nature of the services being delivered.
This could range from normal business hours to 24/7 access.
“The Client is to ensure that the Supplier’s employees and sub-contractors are given
reasonable authorised access to premises and equipment in order that the Services
may be delivered and maintained in accordance with the terms of this Agreement.”
accordingly.
please click here.
49
8.2. LOGICAL ACCESS
Logical access is the manner by which information is obtained from a particular

system or network. Different methods of access will require different levels of
identification, authentication, authorization and accountability. All accesses must be
capable of being audited. The type of access could include remote access, network
access or direct access. Security is often achieved using password control systems.
It is necessary to determine exactly the level of access needed by the Supplier’s
representatives to install and deliver the usual services in addition to resolving
incidents and problems.
“The Client is to ensure that the Supplier’s employees and sub-contractors are given
necessary access to the software and systems in order that the Services may be
delivered and maintained in accordance with the terms of this Agreement.”
accordingly.
please click here.
50
8.3. COMPLIANCE WITH CLIENT SECURITY POLICIES
Many organisations are now at least partially operationally compliant with key
features of the information security standard ISO17799. This usually results in the
implementation of a set of information security policies and procedures. Where this is
the case the Supplier must be obliged to familiarise itself with these policies and
procedures and ensure that its representatives fully comply with the terms of this
process.
“In the event that the Client operates formal security policies, the Supplier will ensure
that its employees are aware of such policies and will ensure ongoing compliance
with the policy statements. The Client will provide the Supplier with up to date
information on its security policies and keep the Supplier informed about any
changes to these policies.”
accordingly.
please click here.
51
8.4. INFORMATION AND DATA SECURITY MEASURES
Information security is more than taking data back-ups and handing out passwords to
staff and other authorised officials. Information security is really about protecting the
intellectual property and the information fabric of the organisation. Businesses are
built on their information that collectively comprise their company secrets. These
business secrets contribute directly to the profitability of the company and must
therefore be carefully protected.
Where the Client’s formal information security procedures are not considered to
comprehensive and complete, the Supplier should make best endeavours to improve
this security environment and make its employees and representatives fully aware of
the risks involved.
“The Supplier will manage information and data security with reasonable efforts to
restrict unauthorized access. The Supplier will make best endeavours to ensure that
its employees and representatives are fully aware of the risks associated with
information and data security issues.”
accordingly.
please click here.
52
8.5. DISASTER RECOVERY
“An unexpected disruptive event that can seriously affect your systems, your service
delivery and your bottom line, can occur at anytime - and this includes the next 24
hours!.” A leading specialist Disaster Recovery / Business Continuity organisation
uses this phrase very successfully to grab the attention of potential customers. It is
necessary for the Supplier organisation to satisfy the Client that it has suitable
disaster recovery/business continuity plans and procedures in place to protect the
continuity of the services being delivered.
These procedures should have been thoroughly tested under realistic conditions and
the Client should ask the Supplier to confirm that this has been done.
“The Supplier will ensure that information and data under its responsibility is properly
backed up on a daily basis and also that arrangements are made for recovery
processes to be installed to minimise any potential disruption to the Client’s
business. The Supplier is required to ensure that proper measures are in place to
enable continuation of services in the event of unexpected disruptive events. These
measures to include implementation and pre-testing of formal disaster recovery and
business continuity planning in the Supplier’s business.”
accordingly.
please click here.
53
8.6. ENCRYPTION
Data transmission is considered to be a particularly high risk activity that can result in
serious loss of confidentiality if not properly managed. An effective method is to use
encryption technology to protect confidential data before transmission. It will be
necessary for both the Supplier and the Client to use compatible encryption system
for this to operate effectively. Current encryption systems use 128 bit secure socket
layer encryption technology and this is considered to be reasonably effective at
protecting transmitted confidential information.
“Where requested and authorised by the Client, the Supplier agrees to utilise Secure
Socket Layer (SSL) encryption technology in the electronic transmission of data to
protect private Client information from access by unauthorized users.”
accordingly.
please click here.
54
9. INTELLECTUAL PROPERTY RIGHTS AND

CONFIDENTIAL INFORMATION
Intellectual property rights over works developed by either party should be

acknowledged. The Agreement should deal with these issues and also contain
guidance on the treatment of confidential data and records.
9.1 Intellectual property rights

9.2 Confidentiality
9.3 Court orders
9.4 Destruction of data and records
To move to the start of the Section entitled “Intellectual Property Rights and
Confidential Information” within the SLA Template, please click here.
55
9.1. INTELLECTUAL PROPERTY RIGHTS
Not all works developed by an organisation or its employees are registered for
copyright. The Supplier and the Client should both agree to respect the intellectual
property rights of any works that either party may have access to as a result of the
Service delivery process, whether such intellectual property rights have been
registered or not.
“Both parties acknowledge the intellectual property rights of the other party whether
registered or not.”
accordingly.
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56
9.2. CONFIDENTIALITY
The confidentiality of information, data and records is a particularly critical issue. For
the purpose of considering the issues involved the two parties are referred to as the
“disclosing party” or the “receiving party”. The Client and the Supplier are both
referred to as a “disclosing party” or a “receiving party” depending upon whether they
are disclosing information to, or receiving information from, the other party.
In a Service delivery relationship, both the Supplier and the Client are likely to
become aware of proprietary or trade secret information about the other party that
should be treated in a confidential manner.
“Both parties agree to keep confidential all information concerning the other party’s
business or its ideas, products, customers or services that could be considered to be
“confidential information”. “Confidential information” is any information belonging to
or in the possession or control of a party that is of a confidential, proprietary or trade
secret nature that is furnished or disclosed to the other party. Confidential
information will remain the property of the disclosing party and the receiving party will
not acquire any rights to that confidential information.”
accordingly.
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57
9.3. COURT ORDERS
Where either party is in receipt of a Court Order instructing that party to release
information about the other party then such instructions will be complied with. As this
may then result in non-compliance with certain confidentiality clauses within the
Agreement, it is necessary to cover this possible occurance within the Agreement
with an additional clause.
“If the receiving party receives a Court Order to divulge any confidential information
belonging to the disclosing party, then the receiving party is permitted to release
such information to the court in accordance with any Court Order so served.”
accordingly.
please click here.
58
9.4. DESTRUCTION OF DATA AND RECORDS OR

RETURN ON TERMINATION
The Agreement should deal with the treatment of confidential and other information
belonging to the other party on termination of the Agreement. This clause should
provide for return or certified destruction of all such data, information or other
material.
“Upon termination of this Agreement, the receiving party, at the option of the
disclosing party, will return or destroy all confidential information belonging to the
other party.”
accordingly.
please click here.
59
10. LEGAL COMPLIANCE & RESOLUTION OF DISPUTES
This part of the Agreement deals mainly with legal compliance related issues and
provides guidance in the resolution of disputes between the two parties.
10.1 Governing law

10.2 Export control
10.3 Informal resolution
10.4 Arbitration
10.5 Limitation of action
10.6 Limitation of liability
To move to the start of the section entitled “ Legal Compliance and Resolution of
Disputes” within the SLA Template, please click here.
60
10.1. GOVERNING LAW
The document should contain information about the legal jurisdiction governing the
Agreement. This is usually the legal jurisdiction where the Supplier’s principal office
is located. The parties may choose the local legal jurisdiction where the main
Services are delivered to the Client where this is in a different state or country from
the Supplier’s principal office.
The Laws pertaining within the chosen jurisdiction then forms the basis for all claims
and litigation arising under the Agreement.
“The laws pertaining in the jurisdiction of the Country or State where the Supplier’s
principal office is located will govern this Agreement.”
accordingly.
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61
10.2. EXPORT CONTROL
Most countries have stringent regulations concerning the export of certain goods and
services. Both the Supplier and the Client should comply with such regulations and
the Agreement should reflect this.
“Both Supplier and Client agree to comply fully with all relevant export laws and
regulation of the country or countries where their offices are located.”
accordingly.
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62
10.3. INFORMAL RESOLUTION
It is important to recognise that one of the purposes of the Agreement is to simplify

and smooth the relationship between the two parties. It is necessary therefore to
keep a healthy dialog going throughout the relationship and to try to resolve any
disputes informally. Such informal discussions can serve to strengthen the
relationship and promote understanding for both parties. Although in certain
circumstances formal resolution of disputes may be necessary, every effort should be
made by both parties to find common ground through informal discussions prior to
embarking on a legal process.
“In the event of dispute, the parties will attempt to resolve any such disputes through
informal negotiation and discussion. Formal proceedings should not be commenced
until such informal negotiations and discussions are concluded without resolution.”
accordingly.
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63
10.4. ARBITRATION
If it is not possible to resolve any arising disputes through informal discussions it may
be necessary to refer the matter to an independent arbitrator. Where the matter is of
a general nature, this arbitrator, or the organisation who he represents, could be
identified in the Agreement. An arbitrator is more normally identified and appointed
at the time of the specific dispute in order to ensure that particular specialist are
available if applicable.
It is important to recognise that any arbitrator should be acceptable to both parties

and should be both qualified and independent. In the event that the parties are
unable to agree on an arbitrator, then application should be made to the courts to
appoint a suitable arbitrator.
“Any unresolved dispute should be referred to a qualified independent arbitrator

acceptable to both parties. The arbitrator will have no authority to award any
damages that are excluded by the terms of this Agreement. In the event that a
suitable independent arbitrator cannot be identified and agreed on by both parties,
then the courts shall be requested to appoint one.”
accordingly.
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64
10.5. LIMITATION OF ACTION
The Agreement may limit the amount of time that can elapse between an event and
the ability to take legal action in relation to that event. It is normal in these
circumstances to exclude the non-payment of debts from such limitation of action
clauses.
“Neither party may bring proceedings more than 18 months after the actual event
occurred except for proceedings for non-payment.”
accordingly.
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65
10.6. LIMITATION OF LIABILITY
This is a particularly critical section of the Agreement in that it limits the amount of
damages that the client may claim in the event of a formal dispute. In these cases it
is common for the Supplier to try to limit maximum damages payable to the amount
of money already paid by the Client to the Supplier under the Agreement.
“Should the Client become entitled to claim damages from the Supplier, the Supplier
will be liable only for the amount of the Client’s actual direct damage up to the
amount that the Supplier has actually received from the Client as payment for the
specific services or items that are the subject of the claim. The Supplier is not
responsible for any damages caused by the failure of the Client of its Affiliates or
other suppliers to perform their responsibilities. The limitation of liability included in
this section will survive this Agreement.”
accordingly.
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66
11. TERMINATION
All Agreements must deal with termination. This will normally include details of
timing, including periods of notice, and directions on the payments due upon such
termination taking place.
11.1 Termination after initial term

11.2 Termination for convenience
11.3 Termination for cause
11.4 Payment on termination
To move to the start of the section entitled “Termination” within the SLA Template,
please click here.
67
11.1. TERMINATION AFTER INITIAL AGREEMENT TERM
The Agreement will normally have a stated initial term for the Agreement with a
specified period after which either party may terminate the Agreement. The
Agreement is usually renewable provided both parties agree to the terms and
conditions of such a renewal. The simplest form of renewal is where the Agreement
is automatically renewed on an anniversary date unless either party serves an
agreed period notice of intention to terminate at the next renewal date. The Supplier
should also notify the Client in good time of any potential changes to the terms and
conditions associated with the delivery of the Services.
“This Agreement commences on the Commencement Date for an initial period of

three years. Thereafter, the Agreement will be automatically renewed annually for
successive one-year periods unless notice is received 180 days before such annual
expiry date. The Supplier will provide to the Client, 180 days written notice of any
price changes due to take effect from each renewal date.”
accordingly.
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68
11.2. TERMINATION FOR CONVENIENCE
Agreements of this nature often allow for the termination at any time by either party
notice of termination in writing has been served by either party with the agreed period
of notice. This termination may be for any reason. In the event that the Agreement is
terminated within the initial period, it may, in certain circumstances be necessary for
penalties for early termination to be included. This may be where both parties
recognise that the Supplier has made significant investments based on the
expectation of a minimum period of service delivery.
“Either party may terminate this agreement at any time by giving 180 days written
notice to the other party.”
accordingly.
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69
11.3. TERMINATION FOR CAUSE
Where either party fails to perform its key obligations under the Agreement then this
may constitute due cause for termination of the Agreement. This should be preceded
by written notice of the failure describing the issues involved and allowing a
reasonable time for correction of the problem.
“If either party fails to perform its obligations under this Agreement, and does not,
within 30 days of receiving written notice describing such failure, agree to take
measures to cure such failure, then this Agreement may be terminated forthwith.”
accordingly.
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70
11.4. PAYMENT ON TERMINATION
In the event of termination, the matter of any final payments due will need to be
addressed. This should be covered generally within the Agreement to ensure that
fair and equitable treatment of both parties is evident.
“In the event of termination of this Agreement for any cause, the Supplier will
continue to be paid up to the effective date of termination for any fees or expenses
due for services delivered up to that date.”
accordingly.
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71
12. GENERAL
This General part of the Agreement deals with issues that are not specific to the
services being delivered but cover the remaining relationship issues between the two
parties.
12.1 Notices
12.2 Standard of Care
12.3 Assignment
12.4 Integration
12.5 Severability
12.6 Changes to the Agreement
12.7 Non-solicitation
12.8 Exhibits
To move to the start of the section entitled “General” within the SLA Template,
please click here.
72
12.1. NOTICES
It is necessary to clearly state where, and to whom, notices required under the terms
of this Agreement should be delivered. This is information to be stated in Schedule L
to this Agreement
“Notices required under this Agreement are to be sent to the address and persons
specified in Schedule L to this Agreement. Notices are to be sent in writing by either
registered post, recorded post, by express courier service or be delivered
personally.”
accordingly.
please click here.
To move to Schedule L of the SLA Guidance & Instructions in order to review the
73
12.2. STANDARD OF CARE
The Agreement should include a statement on the expectations from both parties for
a reasonable standard of care to be exercised by the other party in its dealings with
the other party and its employees during the delivery of the Services. The Agreement
should also state that neither party will unreasonably delay or withhold the giving of
consents or approvals required under the terms of the Agreement.
“Each party will act in good faith in the performance of its respective duties and
responsibilities and will not unreasonably delay or withhold the giving of consent or
approval required for the other party under this Agreement. Each party will provide
an acceptable standard of care in its dealings with the other party and its
employees.”
accordingly.
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74
12.3. ASSIGNMENT
The Agreement should contain information on potential assignments of all or part of

the Agreement to other parties. It is possible to fully restrict any form of assignment
or alternatively allow assignments to occur under certain conditions.
“Neither party may assign or otherwise transfer this Agreement without the prior
written consent of the other party. In the event that consent for assignment is given,
the terms of this Agreement will be binding upon each party’s respective successor.”
accordingly.
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75
12.4. ENTIRE AGREEMENT
The parties should include information that states the document constitutes the entire
Agreement between the parties in respect of these services in order to avoid
confusion or claims arising from misunderstandings over similar documents or
agreements.
“This document constitutes the entire agreement between the parties and
supersedes all other prior agreements between the parties for the provision of such
services. “
accordingly.
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12.5. SEVERABILITY
This section of the document deals with the Severability of each of the provisions of
the Agreement. This is required in order that the failure or unenforceability of one or
more of the provisions does not affect the enforceability of other provisions within the
Agreement. It should further state that if any provision is found to be unenforceable
then it should be substituted with a clause that preserves the original intent of the two
parties.
“The provisions of this Agreement shall be deemed severable, and the

unenforceability of any one of the provisions shall not affect the enforceability of
other provisions. In the event that a provision is found to be unenforceable, the
parties shall substitute that provision with an enforceable provision that preserves the
original intent and position of the parties. “
accordingly.
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12.6. CHANGES TO THE AGREEMENT
If changes are required to the Agreement then the two parties must decide how this
is to be achieved. The procedure should be documented and agreed. Schedule M to
this Agreement contains information on this procedure.
“All changes to this Agreement must be approved in writing by authorised officials of

both parties and follow the formal change control procedure set out in Schedule M to
this Agreement.”
accordingly.
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To move to Schedule M of the SLA Guidance & Instructions in order to review the
78
12.7. NON-SOLICITATION
Both parties should agree not to actively solicit the other party’s employees during
the term of the Agreement and for an agreed period thereafter. The Agreement
should contain a suitable clause to afford this protection to the two parties.
“During the term of this Agreement and for two years after its expiration or
termination, neither party will solicit any employee of the other party for the purposes
of offering employment.”
accordingly.
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12.8. EXHIBITS
The Schedules attached to the Agreement are intended to form an integral part of the
Agreement and a suitable clause should be included to reflect this position.
“The Schedules referred to in, and attached to, this document are to be considered
an integral part of this Agreement.”
accordingly.
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13. SIGNATURES
This section of the Agreement contains the approval signatures of the authorised
officials of each of the two parties. By authorising the signing of this page by their
representatives, each respective organisation is stating that it agrees to the
provisions contained therein.
This section of the SLA Template has the following basic wording:
“The following authorised representatives of each party execute this Agreement at

the Commencement Date:
For the Supplier
Signature : ………………………………………………………………………
Name : ………………………………………………………………………
Position : ………………………………………………………………………
Date of Signing ……………………………..
For the Client
Signature : ………………………………………………………………………
Name : ………………………………………………………………………
Position : ………………………………………………………………………
Client : ………………………………………………………………………
Date of Signing ……………………………..”
accordingly.
To move to the Signatories section of the SLA Template, please click here.
81
SCHEDULE A – STANDARD SERVICES
Schedule A provides a detailed list of the Standard Services that are to be delivered
to the Client under the terms of this Agreement. Standard services are those services
that are available with only a minimum level of customisation or specialisation and
can be considered to be within the mainstream services of the Supplier.
The structure of the section will depend upon the nature of the services being
provided. The following headings may be of assistance
 Brief description of the key services

 What the services achieve for the Client
 Hardware configuration
 Software and application systems
 Provision of licenses
 Capacity and volumes
 Documentation
 Implementation/installation
 Requirements studies
 Specifications
 Targets and milestones
 Project management
 Integration
 Testing
 Training
 Train the trainer
 Hosting
The services to be provided may be presented within service type categories such
as:
 Supported services
 Hosted services
 Time and materials services
 Management services
 Consulting and advisory services
 Maintenance services
Great care should be used in preparing this section of the Agreement as it forms the
basis of the main activities to be carried out under the Agreement.
To move to the relevant section of the SLA Template in order to prepare a

description of the Standard Services make amendments, please click here.
82
SCHEDULE B – NON-STANDARD SERVICES
Schedule B provides a detailed list of the Non-standard Services that are to be

delivered to the Client under the terms of this Agreement. Non-standard services are
those services that are available with only a significant or substantial level of
customisation or specialisation and are not considered to be within the mainstream
services of the Supplier.
The structure of the section will depend upon the nature of the services required by
the Client and being provided by the Supplier. Because of the diverse nature of
organisations using SLAs, the following possible headings have been used as
examples only:
 Brief description of the key services

 What the services achieve for the Client
 Hardware configuration
 Software and application systems
 Provision of licenses
 Capacity and volumes
 Documentation
 Implementation/installation
 Planning and design
 Development
 Requirements studies
 Specifications
 Targets and milestones
 Project management
 Integration
 Testing
 Training
 Train the trainer
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SCHEDULE C – SERVICE AVAILABILITY
Schedule C provides a detailed list of Service availability including the times and
periods when the Standard and Non-standard Services will be available to the Client
under the terms of this Agreement. The availability expectations and requirements
should be stated in respect of each service being delivered.
The structure of the section will depend upon the nature of the services required by
the Client and being provided by the Supplier. Because of the diverse nature of
services provided by organisations using SLAs, the following possible headings have
been used as examples only
 On-line availability
 Scheduled system downtime
 Response to system outages
 Frequency of service outages
 Percentage availability
 Planned downtime
 Unplanned downtime
 Permitted downtime
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SCHEDULE D – PLACE OF DELIVERY
Schedule D provides the location or locations where the Standard and Non-standard
Services will be delivered to the Client under the terms of this Agreement. The
addresses and contact details at the location or locations where the services are
being delivered are to be inserted in the schedule.
The following suggested wording for Schedule D is given for guidance only:
Principal location
Contact Name: ……………………………………………..
Contact Tel number ……………………………………………..
Address Line 1 ……………………………………………..
Address Line 2 ……………………………………………..
Town or City ……………………………………………..
Zip or post code ……………………………………………..
Country ……………………………………………..
Secondary location
Contact Name: ……………………………………………..
Address Line 1 ……………………………………………..
Address Line 2 ……………………………………………..
Town or City ……………………………………………..
Zip or post code ……………………………………………..
Country ……………………………………………..
Other locations
Contact Name: ……………………………………………..
Address Line 1 ……………………………………………..
Address Line 2 ……………………………………………..
Town or City ……………………………………………..
Zip or post code ……………………………………………..
Country ……………………………………………..
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SCHEDULE E – CHANGE CONTROL PROCEDURES
Schedule E provides information on the change control procedures to be followed for

when it is necessary to consider changes to Standard or Non-standard Services
The following suggested procedures can be copied and pasted into the associated
Template or a replacement procedure more closely meeting the requirements of the
Supplier and Client should be prepared and inserted into the Agreement. It is
normally recommended that the Client organisation establishes some form of SLA
Steering Committee which will be responsible for monitoring and controlling the
Service Level Agreement and changes to the Services, service measurement criteria
or the Agreement itself.
The following process, (which assumes that such a Steering Committee exists), will
be used to make changes to the type or scope of services, metrics or targets and
goals for the Services provided by the Supplier:
 The nominated Client Representative is to submit a Services Change

Request on behalf of the user department to the Supplier for consideration,
review and costing.
 The Supplier is to review the feasibility of the Services Change Request and
provide an estimate of the timer and work effort
 The Client Representative and the Supplier are to jointly present the Services
Change Request to the SLA Steering Committee
 SLA Steering Committee to consider impact on contracts and agreements
between the two parties and the budgetary issues
 Steering Committee to approve or reject the Services Change Request.
 The Service Change Request, if approved, is then to be incorporated into the
Service Level Agreement.
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SCHEDULE F – SERVICE MONITORING AND

PERFORMANCE MEASUREMENT
Schedule F provides detailed information on the monitoring activities for Standard

and Non-standard Services delivered to the Client and the metrics and other means
to be applied to each Service component required to measure the performance of the
Services delivered.
Guidelines for setting targets are as follows:

 Ensure targets are within the Supplier’s capabilities
 Ensure targets are measurable
 Ensure targets are meaningful in terms of service quality
 Establish baseline targets before discussions with Client
 Ensure metrics are applicable to the service being measured
It is necessary to monitor all key aspects of the services being delivered. This
monitoring process is often handled through the Service Desk unit. The statistics
arising from this monitoring process are to be analysed and compared to target
expectations. The results are then included in the Service Level reports and will be
discussed between the Supplier and the Client at regular Service Review Meetings.
The wording to be used for Schedule F will vary greatly depending upon the nature of
the services being provided and the level of performance expectations by the Client.
It is normally the Service Desk’s responsibility to monitor all necessary (network,

devices, circuits, servers) services to measure and minimise unavailability or
downtime. The Supplier will monitor all aspects of arising downtime including planned
and unplanned downtime. Measurable metrics are to be carefully defined in respect
of each service being delivered and are to be specified with target levels in each
case.
Most service providers who provide services through SLAs tend to monitor their own
services and develop their own analysis. It is important therefore that these
measurement processes are independently audited in order to reduce potential
conflict of interest.
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SCHEDULE G – SERVICE LEVEL REPORTING
Schedule G provides information on the Service level reports required under the
terms of this Agreement. This section also describes the frequency of reporting and
review.
The mode of level reporting depends on the requirements of the Client and the
capabilities of the Supplier and should be reasonable in relation to the level and
complexity of the services involved. As these will vary greatly from organisation to
organisation, the following suggested list of reports as recommended in the UK
Government ITIL Best practice series, is given for guidance to assist you to
determine what is suitable for your own SLAs
Daily
Unresolved incidents
Actual service breaches
Planned downtime
Unplanned downtime
Monthly
Service availability
Frequency of incidents
Cumulative service breaches
Volumes and peaks
Staff workloads
Overall performance
Individual service target achievements
Customer satisfaction
Training and education
Use of Service Desk services
Application and technology performance
Capacity reports
Costs of service
Planned changes
Previous month unresolved incidents
Previous month resolved incidents and problems
Comments and observations from the Client
Comments and observations from the Supplier
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88
SCHEDULE H – SUPPORT & SERVICE DESK

SERVICES
Schedule H provides information on the Service desk services and on the On-site
and Off-site Support services available to the Client under the terms of this
Agreement.
Efficient, high quality support of the services is essential to the value of the service
delivery to the Client and can create a real competitive advantage. When a Client has
a problem, incident or complaint, they want answers quickly. More importantly they
want the problem resolved without causing difficulties for their own business
processes or customers. A consolidated and well organised team approach is
needed. In response top these requirements many organisations have implemented
a central point of contact for handling all customer, user and related issues.
A example of the type of wording to be used for Schedule H within the Agreement is
as follows:
The Service desk will manage the client support management process and will
provide first level organisation and liaison services to the Client. The Service Desk be
responsible for the delivery of all support services and will provide two types of
customer support during the following periods:
Standard Support period 0800 - 1800

Emergency Support period 1800 - 0800
Principal Contact Position: ……………Service Desk Support Team

Contact Tel number 1 ……………………………………………..
Contact Tel number 2 ……………………………………………..
Mobile number ……………………………………………..
Email address ……………………………………………..
The Service Desk guarantees to respond to Priority 1 calls within 15 minutes and to
Priority calls within 30 minutes.
Incident Response Expectations

Incident Measurement Target
Severity (Green) (Yellow) (Red)
Priority 1 Response within 15 minutes 100% 98% 95%
Priority 1 Resolution within 2 hours 98% 95% 90%
Priority 2 Response within 30 minutes 100% 98% 95%
Priority 2 Resolution within 8 hours 97% 94% 89%
%
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89
SCHEDULE I – PROBLEM ESCALATION
Schedule I in the Agreement provides information of the Problem Escalation

procedure to be applied in respect of the Standard and Non-standard Services
deliverable under the terms of this Agreement.
In the event that an incident is not being resolved within agreed timeframes, the
Service Desk should operate clear escalation procedures. This escalation process is
normally time based with different timeframes being used according to the level of
priority assigned to the problem. The Priority level assigned to the problem will
determine which level of Service Management is to be notified when the problem is
first reported. As the agreed time bands elapse a successively higher level of the
Supplier’s management is notified.
It is good practice for the Service Desk to monitor the resolution of incidents within
the agreed time frames. For example, when 70% of the agreed timeframe has
elapsed the Service Desk should consult with the assigned solver for a progress
report. If 90% of the time has elapsed then the Service Desk should consult with the
line-manager of the assigned solver. The amount of time assigned to each escalation
level is to be negotiated between the Supplier and the Client dependent upon the
seriousness of the impact of service disruption on the Client and the capabilities of
the Supplier to resolve potentially complex issues within certain timeframes. The
following configuration of timescales could apply where continuation of on-line
service is fairly critical.
Problem Position 1 Position 2 Position3 Position 4

Level (Service Desk (Senior (Executive (Director)
Manager) Manager) Manager)
Priority 1 0.25 hour 0.50 hour 1.00 hour 2.00 hours
Priority 2 0.50 hour 1.00 hour 2.00 hours 4.00 hours
Priority 3 1.00 hour 2.00 hours 4.00 hours 8.00 hours
Priority 4 2.00 hours 12.00 hours 36 hours 60 hours
Priority 5 24 hours 72 hours 108 hours 240 hours
A key factor in the whole process is to keep the Client fully informed at all times
throughout the process. Automatically contact the customer on a regular basis
during period of system outage to reassure him that everything is being done to
resolve the issue as urgently as possible. This will require good organisation within
the Suppliers incident management process but will go along way towards reassuring
the Client that the problem is being given the proper level of attention.
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91
SCHEDULE J – FEES AND EXPENSES
Schedule J provides information on the fee structure and reimbursable expenses to

be charges by the Supplier in respect of Standard and Non-standard Services
deliverable under the terms of this Agreement.
Fees
The nature of the fees will depend upon the Services being delivered and the
Suppliers charging method for each of those services. These could include:
 Recurring fees
 One time fees
 Time and materials fees
 System module pricing
 Management consulting charges
 Development project costs
 Installation charges
 Training costs
 Maintenance fees
 Upgrade fees
 Integration charges
The information must be clearly presented in Schedule J to ensure that the Client
fully understands the basis for the charges. These should also fall within a budgeting
methodology so that the Client may predict the likely level of costs of the SERvices
within a defined period.
Expenses
Reimbursable expenses are those costs incurred by the Supplier in the delivery of
the Services that may be reasonably on-charged to the Client. The Supplier may
also add a small administrative fee in order to cover the administrative work involved
and short term funding costs relating to such expenses. Such expenses can include
courier costs, document duplication, postage, telephone charges, travel and living
expenses, and other expenses specifically approved by the client. This list is not
however intended to be exhaustive and should be amended to fit the circumstances
of the Service delivery process. Reimbursable expenses may also include the cost
resources associated with the delivery of computer related services including
communication, installation, stationery and consumables.
The reimbursable expenses chargeable in respect of the Services to be delivered are

to be included in Schedule J to the Agreement together with information on
mechanisms for calculating and advising price increases.
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92
SCHEDULE K – SCALE OF PENALTIES & REFUNDS
Schedule K provides information on any Penalties and Refunds payable in respect of

defective service levels on Standard and Non-standard Services deliverable under
the terms of this Agreement.
The level of penalties and refunds payable, if included as an integral part of the
Agreement, will relate to the measurement of service quality and the attainment of
targets or otherwise. A key feature in this respect is service availability. The amount
in a period of downtime could also trigger rights to the Client to receive refunds or
penalties where the level of downtime exceeds expectations in a particular period.
The penalties and refunds payable can take the form of a specific refund or an
accrual of credit amounts against future fees and expenses.
A possible wording for a service level guarantee where the penalties and refunds are
calculated in terms of Creditable Days could be set out as follows:
The Available Period for services is 0730 to 1830 Monday to Friday and 0730 to
1330 on Saturdays excluding national public holidays.
Downtime is defined as any period exceeding 10 minutes during the Available period
where the services are not available to the Client except where the downtime is
caused through failure of the Client’s systems or equipment or errors by the Clients
employees.
Permitted downtime is the cumulative Available Period in a period multiplied by 3%.
A Creditable Day is any day in which there is downtime in excess of the Permitted
Downtime within a period.
The Supplier shall provide to the Client with credits for use against invoiced charges
at the rate of US$ xxx per Creditable Day.
Once a suitable wording has been formulated for this Schedule then this wording
should be incorporated into Schedule F within the Agreement
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93
SCHEDULE L - NOTICES
Schedule L provides address information and contact details for the serving of formal
notices in writing to either the Supplier or the Client under the terms of this
Agreement.
The following suggested format is given for guidance only:
For the Supplier:

Contact Name: ……………………………………………..
Address Line 1 ……………………………………………..
Address Line 2 ……………………………………………..
Town or City ……………………………………………..
Zip or post code ……………………………………………..
Country ……………………………………………..
For the Client:

Contact Name: ……………………………………………..
Address Line 1 ……………………………………………..
Address Line 2 ……………………………………………..
Town or City ……………………………………………..
Zip or post code ……………………………………………..
Country ……………………………………………..
If considered suitable, this information should be inserted into the Agreement.
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94
SCHEDULE M – CHANGES TO AGREEMENT
This schedule provides information on the change control procedures to be followed

for when it is necessary to consider changes this Agreement.
The following suggested procedures can be copied and pasted into the associated
Template or a replacement procedure more closely meeting the requirements of the
Supplier and Client should be prepared and inserted into the Agreement. It is
normally recommended that the Client organisation establishes some form of SLA
Steering Committee which will be responsible for monitoring and controlling changes
to the Service Level Agreement and also changes to the Services, the Service
measurement criteria or to the Agreement itself.
The following process, (which assumes that such a Steering Committee exists), will
be used to make changes to the Agreement:
 The nominated Client Representative is to submit an SLA Change Request to

the Supplier for consideration and review.
 The Supplier is to review the impact of the SLA Change Request and provide
an estimate of the timer and work effort
 The Client Representative and the Supplier are to jointly present the SLA
Change Request to the SLA Steering Committee
 Steering Committee to approve or reject the Change Request.
 The SLA Change Request, if approved, is then to be incorporated into the
Service Level Agreement
please click here.
95

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SLA TOOLKIT

SERVICE LEVEL AGREEMENT

GUIDANCE & INSTRUCTIONS

Copyright Protected 2002 Easytec Solutions

Section Description Page

2.0 SCOPE OF WORK 12

3.0 PERFORMANCE, TRACKING & REPORTING 19

4.0 PROBLEM MANAGEMENT 25

6.0 CUSTOMER DUTIES AND RESPONSIBILITIES 36

7.0 WARRENTIES AND REMEDIES 41

9.0 INTELLECTUAL PROPERTY RIGHTS & 55

10.0 LEGAL COMPLIANCE & RESOLUTION OF 60

1. INTRODUCTION TO SERVICE LEVEL AGREEMENTS

This Service Level Agreement – Guidance and Instructions document is designed to

1.1 Purpose and Objectives

1.1. PURPOSE AND OBJECTIVES

The drawing up of a detailed SLA achieves a number of objectives:

If considered appropriate, it is possible to elaborate on this statement and additionally

1.2. PARTIES TO THE AGREEMENT

It is necessary to identify the parties involved in the introductory section of the

“This Agreement is made between [specify name of Supplier] (hereinafter referred

1.3. DATE OF COMMENCEMENT

“This Agreement will commence on [specify commencement date].”

1.4. DURATION OF AGREEMENT

The simplest approach is for the Agreement to be automatically renewed on each

1.5. NON-EXCLUSIVE AGREEMENT

2.1 Standard Services

2.1. STANDARD SERVICES

“Standard services to be delivered under this Agreement are as specified in

2.2. NON-STANDARD SERVICES

“Non-standard services to be delivered under this Agreement are as specified in

2.3. SERVICE AVAILABILITY

“The availability, operational reliability and response times of the Services to be

2.4. PLACE OF SERVICE DELIVERY

“The Services covered by this Agreement are to be delivered at the address or

2.5. CHANGES TO SERVICES

The Change Control procedures are to be detailed in Schedule E to this Agreement.

2.6. CLIENT DELAYS TO SERVICES

3. PERFORMANCE, TRACKING AND REPORTING

Every Service level and performance expectation must be capable of being

3.1 Key personnel changes

3.1. KEY PERSONNEL CHANGES

3.2. HOW EACH SERVICE WILL BE MONITORED

“The performance of each individual Service will be monitored. The methodology to

3.3. BENCHMARKS, TARGETS AND METRICS

Schedule F includes further guidance in this respect.

“The benchmarks, targets and metrics to be used in the measurement of

3.4. SERVICE LEVEL REPORTING

The information on this reporting structure is detailed in Schedule G to this

3.5. SERVICE REVIEW MEETINGS

 Service performance levels

The purpose of problem management is to minimise the adverse impact of incidents

4.1 Support and Service desk services

4.1. SERVICE DESK AND OTHER SUPPORT SERVICES

An effective Service desk supported by on and off-site technical services is a critical

The Service desk has the following characteristics:

The Service Desk’s role, responsibilities and activities is to be detailed in Schedule H

4.2. PROBLEM DEFINITION

Problem Priority Status Impact

4.3. PROBLEM ESCALATION

The escalation management process is to be included in Schedule I to the

5.1 Professional fees

5.1. PROFESSIONAL FEES

The Professional Fees chargeable in respect of the Services to be delivered are to

SLA - Guidance & Instructions

SLA - Guidance & Instructions