Buyers read the uptime percentage and stop there. The vendor's lawyers read the remedy section, the exclusions and the claim process, because that is where the real exposure is shaped. This article walks the SLA from the buyer's seat and names the terms worth fighting for. It sits under our ITSM contract clause library and pairs with uptime and availability commitments, what to hold the vendor to.
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What does an uptime number actually allow?
More downtime than buyers expect. The percentage is a budget for failure, and small differences are large in practice.
| Uptime commitment | Allowed downtime per month (approx.) | Allowed per year (approx.) |
|---|---|---|
| 99.9% | about 43 minutes | about 8.8 hours |
| 99.95% | about 22 minutes | about 4.4 hours |
| 99.99% | about 4 minutes | about 53 minutes |
A jump from 99.9% to 99.99% cuts permitted downtime roughly tenfold. If availability matters to your service, the commitment level itself is a negotiation, not a given. But the level is only half the story; the remedy decides whether the number has teeth.
Why do service credits cap your remedy?
Because most ITSM contracts define the service credit as your sole and exclusive remedy for missed availability. A service credit is usually a small percentage of the monthly fee, applied only to the affected service, and capped at a fraction of that month's charge. So a serious outage might entitle you to a credit worth a few percent of one month's fee, and nothing more, even if the outage cost your business far more.
That is the clause to challenge. From the buyer's seat, the goal is to stop the credit being the only thing you can claim, and to make the credit meaningful enough that the vendor feels it.
Which SLA remedy clauses are worth negotiating?
- Credit size and cap. Push the per-incident credit and the monthly cap upward so the remedy is felt. A credit capped at a token percentage changes no vendor behavior.
- Sole-remedy language. Carve out material or persistent breaches so credits are not your only recourse when service genuinely fails. This is the most valuable single change.
- Chronic failure right. Negotiate a termination right, without penalty, if the vendor misses the SLA for several consecutive or cumulative months. This gives the credit real backing.
- Automatic credits. Require the vendor to apply credits automatically rather than only on a claim you must file within a short window, which most buyers miss.
- Exclusion scope. Tighten exclusions for scheduled maintenance and force majeure so they cannot absorb every real outage. Cap maintenance windows and require notice.
- Measurement basis. Define availability at the level the user experiences, not at a component the vendor can keep technically up while the service is unusable.
How do credits interact with the rest of the contract?
They should be read alongside the termination and liability terms. A sole-remedy credit clause combined with a low liability cap can leave you with almost no recourse, so negotiate them together. The chronic-failure right connects to your exit provisions, covered in exit, transition-assistance and data-return clauses, and the full set of terms is in the ITSM contract terms and true-forward guide.
How is SLA compliance actually measured?
By a definition the vendor usually writes. The measurement window, the exclusions and the point of measurement all shape whether an outage counts. A vendor can report high availability at the infrastructure layer while users experience an unusable service, because the SLA measures the wrong thing. From the buyer's seat, pin the measurement to the service the user actually consumes, define the measurement window to your real usage pattern, and require the vendor to report availability proactively rather than only when you challenge it.
How do uptime SLAs differ from support response SLAs?
They protect different failures and need different remedies. An uptime SLA covers availability; a support response SLA covers how fast the vendor reacts to a ticket. A platform can be technically available while your priority incident sits unanswered for hours. Negotiate both, with defined response and resolution targets by severity, and tie repeated support failures to the same chronic-failure right that backs the uptime credit. A fast platform with slow support is still a service failure.
What does a strong remedy package look like together?
Meaningful credits, a narrow sole-remedy carve-out, automatic application, tight exclusions, and a chronic-failure termination right, read alongside the liability cap so the whole package holds. Negotiated piecemeal, each clause can be conceded as minor; negotiated together, they form a remedy the vendor takes seriously. That is the difference between an SLA that markets a number and one that binds the vendor to it.
What service credit structure is worth asking for?
A tiered, escalating structure rather than a flat token. The weak default credits a small fixed percentage of the monthly fee no matter how bad the breach; the structure worth negotiating scales the credit with the severity and duration of the miss, so a longer or more serious outage costs the vendor more. Ask for credits that step up as availability falls through defined thresholds, a monthly cap high enough to be felt, and a measurement that resets the vendor's incentive each period. The exact percentages vary by deal size and platform, so anchor them to what comparable contracts achieve rather than accepting the vendor's standard table. The goal is not to profit from outages; it is to make the credit large enough that preventing the outage is cheaper for the vendor than paying it.
How do credits interact with the liability cap?
They have to be read together, because a sole-remedy credit clause sitting above a low liability cap can leave you with almost no recourse for a serious failure. The vendor will often argue that service credits are your exclusive remedy for availability and that the general liability cap limits everything else. Negotiated separately, each looks reasonable; negotiated together, they can hollow out your protection. Address them in the same conversation, carve material breach out of the sole-remedy language, and make sure the liability cap is sized to the real exposure rather than a token multiple of one month's fee.
Make the SLA bind.
We turn token service credits into remedies the vendor feels, with chronic-failure and exit rights behind them. Fixed fee or gainshare.
Book a contract negotiation review →What to do next
Read your current SLA for the three traps, the sole-remedy clause, the claim window, and the exclusion scope, then prioritize the chronic-failure termination right in your next negotiation. For buyer-side help redrafting SLA remedies that actually bind the vendor, our contract negotiation service works on fixed fee or gainshare.
Frequently asked questions
- Are service credits the only remedy for an outage?
- Often yes, because most contracts define the credit as the sole and exclusive remedy. Challenge it: carve out material or persistent breaches and add a chronic-failure termination right.
- How much downtime does a 99.9% SLA allow?
- About 43 minutes a month, or roughly 8.8 hours a year. Moving to 99.99% cuts that to about 4 minutes a month.
- What is the most valuable SLA term to negotiate?
- Narrowing sole-remedy language and adding a no-penalty termination right for chronic SLA failure. Together they give the service credit real backing.