Sample Service Level Agreement (SLA)

© 2019 Net Friends, Inc.

Note: This SLA is normally provided within the context of a full Statement of Work. Several defined terms appearing here are defined in the SoW. Definitions for selected terms are given below for the benefit of customers reviewing this sample document.

Services: Definition varies by SoW, generally refers to the work that is the subject of the SoW
Technology Platform: information technology that is material to the Customer's business, including for example devices, workstations, services, software, licenses, and warranties, whether purchased outright, leased, or subscribed to.
Line-of-Business Application: any Technology Platform that is a functional component of a business process that is specific to the Customer’s line of business.
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1. Service Level Agreement

Net Friends, Inc., strives to provide service that meets or surpasses its customers' expectations. The purpose of this section, the Service Level Agreement (SLA), is to describe and limit the conditions under which Net Friends is prepared to meet high standards of service.

1.1 Remedies

The Customer acknowledges that the performance standards enumerated in this SLA are non-binding. The Customer’s sole and exclusive remedies for Net Friends’s failure to meet any standard under this SLA shall be:

1. To request that service efforts be halted, that ticket details be changed or updated, that time spent on a particular request be limited to a specific budget of hours, or that Net Friends provide a progress report on any unresolved support requests; and
2. To request that Net Friends perform an analysis of response times and other SLA performance metrics over any time period, subject to limitations of available analysis software; if substantial deficiencies are identified, Net Friends will provide the customer with a written performance improvement plan within 30 days.

1.2 Services Covered by This SLA

The performance standards of this Service Level Agreement apply to IT support services only. All other Services, including for example projects, consultation, assessments, procurement, digital asset or identity management, are excluded. The following communications and requests are also excluded from performance standards under this SLA:

1. Tickets that are open or initiated during a Force Majeure Event;
2. Communications with Net Friends personnel, or messages from external sources, except for those enumerated in Section 8.3;
3. Tickets being held pending verification of authorization as described in Section 8.4;
4. Tickets for which the Customer contact has assigned or requested escalated priority inconsistent with the nature of the request; and
5. Tickets for which Net Friends standard operating procedures require work to be halted pending a response from (a) the Customer, (b) a vendor, or (c) an employee possessing the required expertise in a particular Line-of-Business Application.
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1.3 Initiating Support Service

The following methods of notification will be processed for support service ticketing and resolution according to the terms of this SLA:

1. Telephone call to a published Net Friends office phone number
2. Telephone call to the Net Friends Support Center
3. Email to request@netfriends.com from an email address already associated with a customer and individual in the Net Friends ticketing system
4. Automated notification received from an authorized endpoint by a Net Friends centralized event management system

These methods are subject to the following conditions:

1.3.1 Response to Support Requests

With Customer consent, and subject to conditions elsewhere in this agreement, Net Friends will use Commercially Reasonable Efforts to provide support and consultation services for Technology Platforms. Support and consultation can be provided on-site or remote depending on: the nature of the services requested, the Customer’s preference, and the assigned employee’s availability and preference.

1.3.2 Response to Automated Notifications

With Customer consent, and subject to conditions elsewhere in this agreement, Net Friends will use Commercially Reasonable Efforts to: (a) deploy or configure software on Customer networks to notify centralized logging platforms when certain events occur on Customer hosts and networks; and (b) assess and respond to these automated notifications according to standard operating procedures described in Section 8.5.2.
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1.4 Authorization

The Customer accepts liability for all support services requested by individuals whom Net Friends personnel reasonably believe, based on information available at the time of the request, to be authorized by the Customer to initiate that particular request. The Customer is responsible for proper training of its employees and contractors regarding its policies for support requests, and for providing Net Friends with timely information regarding changes to those policies. Net Friends may place a request on hold to verify:

1. that the requesting individual is authorized to make the request;
2. that the request is legal (for example, that the software is properly licensed for its declared use);
3. that the Customer is fully informed of the possible consequences of the request, including any potential security risks; and
4. under which hourly rate, Statement of Work, or other billing arrangement the request falls.​

Net Friends recommends that Customers who wish to implement policies related to service request authorization (a) have a Net Friends Account Manager review these policies and (b) direct all communications regarding these policies to the Account Manager. Failure to engage with an Account Manager in such circumstances may result in delayed service.
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1.5 Performance

1.5.1 Response Windows and Prioritization

Net Friends will respond to events and service requests, according to the terms and conditions described in this SLA, only when notified of the request within the context of the Net Friends ticketing system. The time at which a ticket is created, either by automated or manual procedure, will be considered the time at which the response window begins.

The priority of a request shall be determined by Net Friends. Requests submitted by email are prioritized as Medium. For requests submitted by phone, prioritization guidelines are defined below:

1.5.2 Creating Tickets from Automated Notifications

Net Friends is continually updating and optimizing procedures for processing automated notifications; these procedures are not part of the SLA and constitute proprietary information. Notification processing falls under the following broad categories:

1. Non-actionable Notifications that do not constitute an actionable problem are filtered out of the review process automatically but are archived for possible forensic use.
2. Backup notifications Notifications categorized as backup-related are watched by Net Friends staff to determine whether they self-resolve within a defined time window (1-5 business days depending on the known criticality of the backup source data); errors that fail to resolve are manually transferred to the Net Friends ticketing system within one business day and prioritized as Important.
3. All other Notifications that do not fall under the above categories are reviewed within one business day and, if deemed actionable, manually transferred to the Net Friends ticketing system and prioritized as Medium.

1.5.3 Response Windows

Initial Response is when a Net Friends IT Expert will contact, or attempt to contact, the individual who opened the ticket or who is identified as an appropriate Customer contact for a ticket resulting from automated notification.
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Subsequent Responses is the frequency with which the Customer contact is updated on the status of the ticket.

Target for Resolution is the point by which:
- the problem is resolved,
- the problem is determined to be unresolvable (e.g., hardware failure, severe data loss), or
- continuous effort will be applied until a conclusion is reached.

*The schedule for Subsequent Responses and Target for Resolution may be adjusted for individual tickets by mutual agreement of the Customer and Net Friends.

1.5.4 Hours of Operation

Net Friends maintains the following office hours:
Monday through Friday, from 08:30 to 17:30 Eastern Time

Offices are closed after-hours and on the following US holidays: New Year’s Day, Martin Luther King Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, Friday after Thanksgiving, Christmas Eve, Christmas Day, and New Years' Eve.

Customers experiencing a Critical-priority support issue after normal business hours may call a published Net Friends office number and choose the option to leave a critical message. Support personnel will be notified immediately, and the Customer will receive a response within 30 minutes of placing the message.

Customers with signed agreements for certain services may have access to service at times not stated here.

1.5.5 Escalation

Net Friends may, at its discretion, escalate ticket priority levels upon request by the Customer. For tickets associated with a known email address, a confirmation email is sent to the sending address when the ticket is created that includes an option for the sender to request priority escalation. Customers may also call a published Net Friends office number to request escalation of an existing ticket.
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1.6 Maintenance Windows

Net Friends requires a period of time each month, called a “Maintenance Window" (MW), during which critical and important systems can be taken offline to perform essential maintenance tasks, including software patching, system restart, and configuration changes. These tasks can be automated by scripted actions or performed manually by qualified personnel. Customer systems that are enrolled, by mutual agreement, in a MW will be grouped into one of several scheduled MWs each month. Net Friends will work with each Customer to align systems with the MW that is predicted to be least detrimental to their business continuity. MW activity can be performed entirely remotely, entirely onsite, or with a combination of remote or onsite support personnel at the discretion of Net Friends.

Net Friends support personnel will notify Customers at least 3 business days before each scheduled MW. MW notifications will follow a standard format and be sent from the Maintenance@netfriends.com email account to a list of stakeholders approved by each Customer. Customers must notify Net Friends, by replying to the official MW notification email, at least one business day before a scheduled MW if they would like the MW to be cancelled or postponed. If notice is not received at least one business day in advance, Net Friends may not be able to adjust all scripted actions, and some disruption to system availability may occur.

1.6.1 MW Incidents

Net Friends will perform tests to confirm that systems affected by a MW (a) are functioning normally when the MW commences and (b) have returned to normal function before the MW ends. If a system is not functioning normally when the MW commences, Net Friends may postpone some or all MW operations. If this occurs, the Customer will be notified through established communication channels. If a system has not returned to normal function within the MW time frame, employees administering the MW will issue a Critical or Important priority ticket describing the problem before the end of the MW. If business continuity is found to be disrupted after all tests were passed on all affected systems, employees administering the MW will (a) issue a Critical or Important priority ticket describing the problem, (b) initiate a Post Incident Review (PIR) process to investigate root cause, and (c) share the report findings with Customer stakeholders within 5 business days of the incident.
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1.7 Cooperation and No-Fault Escalation

Net Friends will use the best available channels of communication, including phone, text, direct email, and mass email distribution lists, to alert Customers of significant security or business continuity disruptions, Maintenance Window notifications, and other communications regarding delivery of services. Customers who fail to notify Net Friends of changes of address, phone numbers, or personnel shifts, or who "opt out" of important communication channels, may experience service delays or fail to receive notification of future service disruptions. Disruption of service will not constitute breach of this SLA if Net Friends has made reasonable efforts to provide Customers with notice of the disruption.​

Net Friends will use Commercially Reasonable Efforts to resolve all support requests within specified response windows. Net Friends will not close tickets without fully addressing the support request and attempting to communicate the conclusion to the Customer. Net Friends may refer open tickets in which no work has been logged for a certain elapsed time to the Customer in order to determine and resolve the source of the delay. This is considered a No-Fault Escalation, in the sense that Net Friends does not consider escalations of this type to indicate an SLA breach or customer service failure. The purpose of the escalation is to support long-term improvements in communication and expectations between Net Friends and the Customer.

The schedule for No-Fault Escalation eligibility, as determined by ticket priority level, is as follows: