B2B Services · Template 31

Service Level Agreement

A standalone or incorporated SLA for any ongoing B2B service — Provider-favouring. Sets uptime commitments, severity-based response times, and service credits as the sole remedy for a missed Service Level.

  • SaaS or cloud service providers committing to uptime
  • IT managed-service providers with enterprise clients
  • Any vendor adding SLA terms to an existing MSA
  • Agencies offering response-time guarantees
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✓ Service Level Agreement (17 pages, PDF)
✓ Schedule A — commercial & operational parameters
✓ How-to-Use guide on cover pages
✓ Delete-before-sending cover pages included
The cost of a free template A generic SLA that caps liability but omits a sole-remedy carve-out, or bundles uptime and response time into one "Service Level," can leave a Provider exposed to damages claims beyond the credit structure they intended. This template is built around those distinctions.

What this template covers

Verification Passport — T31 Service Level Agreement v1.9 All citations verified · October 2026
Availability commitment & service credits (sole remedy)
Clauses 5, 9, 10 · s.74 Indian Contract Act, 1872 · untested as liquidated damages — disclosed
VERIFIED
Severity-based response times (Sev 1 & 2 committed; Sev 3 & 4 targets only)
Clauses 7.2, 7.3 · Schedule A · basis for credit arises only on committed levels
VERIFIED
Chronic-failure exit right for Client
Clause 10.4 · untested 30-day notice window — disclosed in How-to-Use
VERIFIED
Scheduled & emergency maintenance exclusions
Clauses 5.2, 6.1 · allowances set in Schedule A
VERIFIED
Force majeure — express contingency clause
Clause 15 · s.32 Indian Contract Act · s.56 not displaced for events outside the clause · Energy Watchdog v. CERC (2017) 14 SCC 80; Satyabrata Ghose v. Mugneeram Bangur AIR 1954 SC 44
VERIFIED
Data protection & breach notification
Clause 14 · DPDP Act 2023; DPDP Rules 2025, S.O. 846(E), 13 Nov 2025 · substantive rules commence 13 May 2027 · IT Act 2000 s.43A and SPDI Rules 2011 apply until then
VERIFIED
MSME payment ceiling & Udyam note
Clause 4.3 · MSMED Act 2006 s.15; Amendment Act 2026 (Act 16 of 2026), partly in force from 15 Oct 2026 under S.O. 5575(E)
VERIFIED
Stamp duty & electronic execution
Clause 19 · Indian Stamp Act 1899 s.35; state stamp law applies · IT Act 2000 · In re: Interplay (SC, 13 Dec 2023)
VERIFIED
What is genuinely unsettled in Indian law — and disclosed in this template's How-to-Use: (i) whether a service-credit sole-remedy clause is enforceable as drafted; (ii) whether service credits are liquidated damages under s.74 ICA; (iii) the enforceability of contractual deadlines for claiming credits (s.28 ICA risk); (iv) the chronic-failure exit notice window. These risks are reduced by the drafting in Clauses 9, 10.4 and 10.5 — not eliminated. Advocate review is recommended for high-value contracts.

Who this is for

SaaS & cloud providers

Committing to uptime percentages and response times for a B2B client. Standalone or layered onto your existing subscription terms.

IT managed-service firms

Formalising support obligations, escalation paths, and the limits of your liability when a Service Level is missed.

Vendors adding SLA terms to an MSA

The precedence clause (Clause 2) and the lock on amending the sole-remedy clause (Clause 2.3) are designed for this use case.

Agencies & service bureaus

Any provider of an ongoing service that wants uptime and response-time obligations defined, capped, and tied to a credit — not open-ended damages.

What the template does not cover

This SLA governs service levels and their remedies only. It does not cover scope of work, fees, intellectual property, confidentiality beyond Clause 13, or termination of the underlying service relationship — those belong in a separate Vendor Service Agreement or MSA. If your service involves personal data processing, a separate Data Processing Agreement is also needed (noted in Clause 14).

Related templates

Vendor Service Agreement →

Covers the commercial relationship this SLA sits on top of — scope, fees, IP, and termination.

Data Processing Agreement →

Required if your service involves processing the client's personal data. Clause 14 of this SLA cross-refers to it.

Before you sign this document:
1. Update the jurisdiction. This template is drafted with placeholder city/state fields — replace them with your own business's actual location, not any example city shown in the document.
2. Print on valid stamp paper. This PDF is a drafting template, not an executable legal document on its own. Under the Indian Stamp Act, most agreements need to be printed on physical stamp paper (or e-stamped) of the correct value for your state before signing — an unstamped agreement may be inadmissible as evidence until the deficiency is paid. Confirm the correct stamp duty and process for your state before execution.

Annual updates

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