Schedule A to Master Services Agreement


This Service Level Agreement (“SLA”) is Schedule A to the Master Services Agreement between Customer and S-NET and sets forth the provisions and commitments relating to service quality between S-NET Communications, Inc. (“S-NET”) and Customer for Services provided by S-NET pursuant to a Service Order and controlled by S-NET. Customer provided bandwidth and Customer-owned Hardware is expressly excluded. S-NET may offer additional Service specific service level standards with respect to the various Services that S-NET provides. In such event, a service schedule shall be added to this SLA. The provisions of this SLA shall apply to the interpretation of such service schedules. This SLA is hereby added as an addendum to the Master Services Agreement (the “MSA”) between Customer and S-NET. Undefined terms shall have the meaning provided in the MSA.

  1. General Standard. S-NET will use reasonable efforts under the circumstances to maintain its overall network quality for S-NET Services. The quality of Service provided hereunder shall be consistent with other common carrier industry standards, government regulations, and sound business practices.
  2. Interruptions in Service. Subject to the provisions of Section 6 hereof, interruptions in Service caused by S-Net will be subject to the Service Level Credits, defined in Section 3, payable to Customer as liquidated damages as set forth below.
  3. Credit for Interruptions. An interruption period begins when Customer reports an interruption through the opening of a trouble ticket and makes the affected Service available for testing and repair. An interruption period ends when the Service is operative. If Customer reports a Service to be inoperative but declines to make it available for testing and repair, it is considered to be impaired, but not interrupted, and not applicable for the credits provided herein.
    1. For calculating the applicable credit allowances (each a “Service Level Credit”), every month is considered to have 30 days. A Service Level Credit is applied on a pro rata basis against the monthly recurring charges paid by Customer for the affected service and is dependent upon the length of interruption. Service Level Credits will be based only on recurring monthly charges. No credit will be given on the usage sensitive portion of the Service.
    2. A Service Level Credit will be given for interruptions of 30 minutes or more, upon written request of the Customer no later than ten (10) business days after the occurrence of the outage. Credit allowances will be calculated as follows:
    3. If the interruption continues for less than 24 hours the Service Level Credit will be calculated as follows:
      1. 1/30 th of the monthly recurring charge if it is the first interruption in the same billing period.
      2. 2/30ths of the monthly recurring charge if there was a previous interruption of at least 24 hours in the same billing period.
    4. If the interruption continues for more than 24 hours the Service Level Credit will be calculated as follows:
      1. 1/30 th of the monthly recurring charge for the first 24 hours and 2/30ths of such rate for each additional 24 hours (or fraction thereof); however, if Service is interrupted for over 24 hours, more than once in the same billing period, the 2/30ths allowance applies to the first 24 hours of the second and subsequent interruptions.
      2. Two or more interruptions of thirty minutes or more during any one 24-hour period shall be considered as one interruption.
  4. Maximum Credit. In no event will the Service Level Credits provided herein (either individually or on a cumulative basis) in any billing period exceed the total monthly recurring charges for that period for the affected Service. S-NET shall issue only one Service Level Credit for the same incident in the same month, regardless of how many of the parameters above were affected. Without prejudice to any termination right which may be applicable under Section 7 of this SLA below, the Service Level Credits set forth in this SLA shall be S-NET’s sole liability and Customer’s sole remedy in the event of any interruption and under no circumstances shall an interruption be deemed a breach of the Agreement.
  5. “Interruption” Defined. For the purpose of applying this provision, the word “interruption” (whether capitalized or not) shall mean a complete loss of service resulting in the inability to complete calls due to equipment malfunction or human errors for a continuous period of more than thirty (30) minutes. “Interruption” does not include, and no allowance shall be given, for service difficulties such as slow dial tone, circuits busy, latency or other network and/or switching capacity shortages. No allowance shall be made for interruptions due to electric power failure where, by the provision of this Agreement, Customer is responsible for providing electric power. Additional parameters (such as network availability, latency, packet loss and jitter) for coverage under the SLA in the event that Customer is purchasing data services are set forth in Schedules, such as Schedule B (Wireless Broadband) or Schedule C (Cellular Data Backup Internet Access), as applicable, located at and incorporated by reference.
    1. Exclusions. No Service Level Credit or termination right under Section 6 below will apply to
      1. Interruptions arising from the acts or omissions of, or non-compliance with the provisions of the Agreement or any Addendums thereto (including without limitation this SLA) by Customer or any authorized user, or any interruptions due to any party other than S-NET or for events happening on any party’s network, including but not limited to data service providers or other common carriers connected to, or providing service connected to, the Services provided by S-NET;
      2. Interruption due to the failure or malfunction of Customer-owned Hardware, non-S-NET equipment or bandwidth, including Service connected to Customer provided electric power;
      3. Interruptions of Service during any period which S-NET is not given full and free access to its facilities and equipment for the purpose of investigating and correcting interruptions;
      4. Interruptions of Service during any scheduled maintenance period or when Customer has released Service to S-NET for maintenance purposes or for implementation of a Customer order for a change in Service arrangements;
      5. Interruptions of Service due to force majeure events beyond the reasonable control of S-NET, including without limitation internet, customer infrastructure and power outages.
  6. Termination for Chronic Outage.
    Subject to the exclusions in Section 5 (b) above, in the event Customer experiences; (i) four (4) or more interruptions in a thirty (30) day period; (ii) as a result of separate instances of the same cause; and (iii) which results in a significant impact to Customers ability to use the Services in accordance with this Agreement (collectively a “Chronic Outage”), and such Chronic Outage is documented by Customer and confirmed by S-NET, Customer reserves the right to cease receiving Service Level Credits in respect of such interruptions and terminate for convenience the applicable Service Order under which the Chronic Outage occurred.
  7. Exclusions and Limitations.
    The following exclusions and limitations apply to the following services: UCaaS/VoIP, Managed SIP and Analog products:

    1. No autodialers
    2. No robodialers
    3. No call centers
    4. No contact centers

Further, for all UCaaS services with bundled minutes or a set of minutes per license or SIP trunk, fair use will mean 2000 1+ minutes and for Call Center, Contact Center and SIP Trunk (Call Path, Channel, Analog, Etc) fair use will mean 3000 1+ minutes per month. For all such types, the number of minutes will be aggregated at the customer level. Only 1+ minutes to the contiguous 48 states are included.

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