This Outside SLA document is essential for situations where services cannot be delivered under standard service level agreements due to various factors such as experimental nature of services, technical limitations, or unique operational circumstances. It is commonly used in the Netherlands when traditional performance metrics and service guarantees are impractical or impossible to maintain. The document addresses the specific requirements of Dutch contract law while providing a framework for best-effort service delivery, clear risk allocation, and appropriate liability limitations. This type of agreement is particularly valuable for innovative or emerging technologies, proof of concept implementations, or services with unpredictable performance variables. The Outside SLA structure ensures both parties understand and agree to the non-standard nature of the service delivery while maintaining legal compliance with Dutch civil code requirements.
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1. Parties: Identification and details of the service provider and customer
2. Background: Context of the agreement and explanation of why an outside-SLA arrangement is necessary
3. Definitions: Definitions of key terms used throughout the agreement, including technical terminology
4. Service Description: Detailed description of services provided, explicitly stating why they fall outside standard SLA parameters
5. Service Provider Obligations: Core obligations of the service provider, including best-effort commitments
6. Customer Obligations: Customer's responsibilities and requirements for service delivery
7. No Guaranteed Service Levels: Clear statement that standard service levels do not apply and explanation of best-effort basis
8. Charges and Payment: Pricing, payment terms, and any special considerations due to the outside-SLA nature
9. Liability and Indemnification: Limited liability provisions and risk allocation specific to outside-SLA services
10. Term and Termination: Duration of agreement and termination rights
11. Confidentiality: Protection of confidential information exchanged during service delivery
12. General Provisions: Standard boilerplate clauses including governing law, jurisdiction, and entire agreement
1. Data Protection: Required when personal data processing is involved, ensuring GDPR compliance
2. Intellectual Property Rights: Necessary when service delivery involves creation or use of intellectual property
3. Security Requirements: Added when service involves access to customer systems or sensitive information
4. Business Continuity: Optional section for critical services requiring contingency planning
5. Compliance with Laws: Detailed compliance obligations for regulated industries
6. Insurance: Insurance requirements for high-risk services
7. Third-Party Rights: Required when service delivery involves subcontractors or third-party beneficiaries
8. Exit Management: Important for complex services requiring transition planning
1. Service Description Schedule: Detailed technical specifications of services provided
2. Pricing Schedule: Detailed breakdown of charges, including any variable elements
3. Contact Details: List of key contacts and escalation procedures
4. Technical Requirements: Customer's technical environment and requirements
5. Excluded Services: Clear listing of services explicitly excluded from the agreement
6. Service Guidelines: Best practices and recommended procedures for service delivery
7. Change Control Procedure: Process for requesting and implementing service changes
8. Incident Management Procedure: Guidelines for handling service incidents and disruptions
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