Service Level Agreement
(“SLA”)
1. PURPOSE
1.1. This Service Level Agreement (“SLA” or “Agreement”) is the master legal framework under which Railey Consultancy Ltd. (“the Company”) provides professional services (“Services”) to its clients (“the Client”).
1.2. This SLA sets forth the universal terms, conditions, service levels, responsibilities, and liabilities that govern any Statement of Work (“SOW”) entered into by the Company and the Client.
1.3. In the event of any conflict between this SLA and the SOW, the SOW shall take precedence but only as to the specific project scope, unique deliverables, or bespoke commercial terms. Otherwise, the provisions of this SLA govern.
2. SCOPE
2.1. This Agreement, together with any SOW executed between the Company and the Client, forms the entire agreement between the Parties. It supersedes any prior discussions, arrangements, or agreements relating to the Services.
2.2. No variation, supplement, deletion, or replacement of any part of this Agreement shall be valid unless made in writing and signed by duly authorised representatives of both the Company and the Client.
2.3. Unless otherwise agreed, no delay, act, or omission by a Party in exercising any right or remedy will be deemed a waiver of that right or remedy.
3. EFFECTIVE DATE
3.1. This SLA takes effect on the commencement date referenced in any valid, signed SOW (“Effective Date”) and shall remain in full force and effect for as long as the Company is providing Services to the Client under any live SOW, unless terminated earlier in accordance with this Agreement.
4. CONTRACTUAL TERMS
4.1. This SLA becomes legally binding upon:
4.1.1. the Client’s written signature of an SOW; or
4.1.2. written acceptance by email; or
4.1.3. digital signature of any proposals, quotations, or SOWs issued by the Company; or
4.1.4. issuance of a valid Purchase Order (“PO”) referencing Services from the Company.
4.2. This SLA may be reviewed and updated periodically. Any material changes will be communicated to the Client where an ongoing SOW is active, via email or the Company’s website at [www]
5. DEFINITIONS & INTERPRETATIONS
In this Agreement, unless explicitly stated otherwise, the following definitions and interpretations shall apply consistently:
5.1. “The Company” refers to Railey Consultancy Ltd., registered and operating under applicable laws, including its subsidiaries, affiliates, directors, employees, subcontractors, or consultants.
5.2. “The Client” refers to the individual or entity, including its subsidiaries, affiliates, agents, authorised representatives, directors, employees, and permitted assigns authorised to enter into, instruct, approve, manage, or interact with the Company by entering into an SOW with the Company.
5.3. "Third Party / Third Parties" refers to any external organisations, independent service providers, contractors, suppliers, vendors, technology platforms, media providers, hosting services, software providers, or other external resources whose products, solutions, software, platforms, or services either party may use, procure, license, integrate, or manage in whole or part throughout the duration of the Agreement.
5.4. "Statement of Work (SOW)" refers to the authoritative signed Agreement document that sets out the scope, objectives, deliverables, tasks, timelines, milestones, budgets, payment terms, assumptions, dependencies, exclusions, and any special conditions mutually agreed between the parties.
5.5. "Project / Retainer" refers to the digital initiatives, assignments, campaigns, programmes, or ongoing engagements governed by scope, deliverables, milestones, timelines, objectives, and budgets as mutually agreed upon by the Parties and governed by the signed SOW.
5.5.1. "Projects" refers to fixed-term engagements;
5.5.2. "Retainers" refers to ongoing arrangements renewed periodically.
5.6. "Service(s)" refers to all activities, strategic guidance, consulting, creative output, and deliverables. Services include, and are not limited to, digital strategy formulation, digital transformation consulting, branding, graphic design, web design and development, AI solutions, SEO, data analytics, paid media / performance / content marketing, as well as any other scope of work the Company undertakes on behalf of the Client, as detailed in the relevant SOW.
5.7. "Deliverable(s)" are tangible or intangible outputs explicitly defined in the signed SOW, including but not limited to products, documents, digital assets, reports, strategic frameworks, analytics reports, creative work, software applications, technical documentation, code, visual design assets, branding materials, or any other items developed, created, delivered, and handed over to the Client by the Company.
5.8. "Additional Services" refers to any professional tasks, deliverables, outputs, strategic advice, or activities requested by the Client beyond the original scope or budget defined in the signed SOW. Additional Services are subject to supplemental agreements, additional quotation and acceptance, and will incur separate additional fees and timelines.
5.9. Interpretations include and are not limited to:
5.9.1. Singular includes plural, and vice versa.
5.9.2. Gender references include all genders.
5.9.3. Headings do not affect interpretation.
5.9.4. Legislative references include amendments from time to time.
5.9.5. Annexures, Appendices, or related documentation form integral parts of this SLA.
6. PROVISION OF SERVICES
6.1. The Company shall provide the Services (including any Deliverables) in all material respects as defined in each SOW, exercising reasonable care and skill in accordance with generally recognised commercial practices, industry standards, and all applicable laws and regulations.
6.2. The Client acknowledges that the effective delivery of Services depends on timely feedback, approvals, materials, licenses, and consents. Delays by the Client may impact the Company’s ability to meet agreed timelines.
7. EXCLUSIONS
Unless specifically included in the SOW, the following are excluded:
7.1. Ongoing maintenance or updates beyond the agreed Retainer or Project term, unless explicitly specified within the SOW.
7.2. Legal or regulatory compliance consulting beyond general advisory relevant to the digital domain.
7.3. Provision, licensing, or management of third-party software or tools not explicitly agreed within an SOW.
7.4. Costs related to third-party advertising fees or other third-party expenditure not clearly included within the project budget.
7.5. Continuous monitoring and response for cybersecurity threats outside explicitly agreed monitoring packages.
7.6. Handling, storage, or processing of highly sensitive personal data or personally identifiable information (PII) unless explicitly agreed within aData Protection Agreement annexed to the SOW.
7.7. Guarantee of results, performance metrics, specific SEO rankings, or digital media performance outcomes beyond those explicitly defined as performance targets within an SOW.
8. THIRD PARTY SERVICES
In delivering Services under this Agreement, the Company may engage or recommend Third Parties to provide specialised services, platforms, or software necessary for successful execution. Where applicable, the following provisions shall apply:
8.1. The Company will select Third Parties based on due diligence, industry standards, and best practices.
8.2. The Company will inform the Client of the nature, scope, costs, and potential implications associated with Third-Party engagements prior to commitment.
8.3. Unless explicitly stated otherwise, Third-Party costs shall be invoiced to the Client in addition to the agreed service fees.
8.4. While the Company will exercise professional care and diligence in selecting Third Parties, the Company shall not be liable for any failure, non-performance, downtime, breach, or loss resulting from the Third Party’s actions, omissions, products, or services.
8.5. Any liability or dispute arising from a Third Party's performance or non-performance shall be subject to the terms of the separate agreements between the Third Party and the Client, unless explicitly managed by the Company as part of the SOW.
9. SERVICE AVAILABILITY AND COMMUNICATION
STANDARD SERVICE HOURS
9.1. Monday–Friday, 09:00–18:00 GMT, excluding bank holidays, unless otherwise agreed in the SOW.
9.2. Out-of-Hours Support may be available by prior arrangement or under a separate retainer.
9.3. The Company and the Client shall primarily communicate via email, authorised messaging platforms, project management tools, or other agreed platforms.
9.4. For urgent matters (e.g., critical failure, downtime, data breach), the Client must contact the Company through the defined emergency channel(s). The Company will respond within a reasonable timeframe relative to urgency, as detailed below.
STANDARD COMMUNICATION AND MEETINGS
9.5. The Company shall provide regular updates (e.g., weekly or bi-weekly) on project status, deliverables, and next steps, unless a different schedule is set out in the SOW.
9.6. Verbal discussions, meetings, or informal interactions must be confirmed in writing (email or other agreed-upon electronic method) to serve as formal records of decisions and authorisations.
9.7. Both Parties shall ensure the designated points of contact, responsible team members, and authorised representatives are kept updated and informed regarding any changes in project management or other key contacts throughout the engagement.
9.8. The Company endeavours to acknowledge or respond to Client requests within a maximum of 24 hours during Standard Service Hours.
9.9. More detailed escalation response targets are outlined below (note that actual resolution may depend on external factors):
SCHEDULED AND AD-HOC MEETINGS
9.10. The Company shall be available for meetings (virtual or in-person as agreed) with reasonable prior notice from the Client.
9.11. Meetings outside the predefined schedule or requiring travel may incur additional charges as outlined and agreed upon in the applicable SOW or under Additional Services.
9.12. The Company reserves the right to charge for time and expenses associated with any meetings requested by the Client beyond the agreed project or retainer scope, subject to prior written approval from the Client.
10. PROJECT MANAGEMENT AND RESPONSIBILITIES
10.1. The Company shall:
10.1.1. Assign appropriately skilled personnel and exercise professional project oversight.
10.1.2. Provide regular and transparent progress updates, milestone reviews, and communication.
10.1.3. Inform the Client promptly of issues, risks, or delays.
10.1.4. Ensure adherence to industry best practices and relevant laws.
10.2. The Client shall:
10.2.1. Cooperate fully, providing timely, accurate information, approvals, and sign-offs.
10.2.2. Obtain and maintain all required licenses, permissions, and assets necessary for project completion.
10.2.3. Respond to requests for feedback, content, or materials within agreed timelines to avoid delays.
10.2.4. Promptly communicate any concerns or perceived deficiencies.
11. CHANGE CONTROL & SCOPE ADJUSTMENTS
11.1. The Client may submit a Change Request in writing. The Company shall within seven (7) business days:
11.1.1. Accept and implement the request, with an updated SOW or addendum; or
11.1.2. Propose an alternative approach, detailing changes to scope, costs, or timelines; or
11.1.3. If not feasible, provide written justification for rejecting the request.
11.2. Any additions or significant amendments to scope will incur an agreed fee as Additional Services, invoiced separately or added to the existing budget, subject to mutual written consent.
11.3. The Company may make minor amendments without material effect on the SOW. Any substantive changes require the Client’s prior written approval.
12. QUOTATION, PRICING & PAYMENT TERMS
QUOTATIONS & ESTIMATES
12.1. The Company provides written quotations or estimates valid for 30 days unless otherwise stated.
12.2. SOWs shall specify deposit requirements, milestone payments, or retainer fees unique to the project.
OVERRUN
12.3. The Company calculates project timeframes from kick-off to delivery. If a project extends significantly beyond the estimated timeframe (e.g., by more than 4 weeks) due to factors not attributable to the Company, the Company reserves the right to charge for additional Project Management time and resources.
12.4. Under this agreement, services are continuously provided throughout the duration of the agreement. Should the demands of the services exceed the estimated scope in any given month and additional service time is required, it will be charged at the standard hourly rate. Regular reviews will ensure that service provision aligns with ongoing needs and expectations, and any potential scope creep will be addressed in advance.
12.5. Any scope creep beyond the original SOW will be addressed under [Clause 12 – Change Control] and may incur additional fees.
LATE PAYMENTS
12.6. If the Company does not receive full payment by the due date indicated on the invoice (or in the SOW), it may charge interest at a rate of 8% per annum above the prevailing EURIBOR rate, accruing daily until settled in full.
12.7. The Client is responsible for any legal or other costs the Company incurs in recovering overdue amounts.
ANNUAL RATE INCREASE
12.8. The Company’s standard rates may increase by up to 8.5% each January 1st to account for inflation, unless agreed otherwise in writing.
REFUNDS
12.9. Deposits or upfront payments are typically non-refundable once work commences, unless stated otherwise in the SOW or unless the Company itself cancels before starting any work.
13. DELIVERABLES & ACCEPTANCE
13.1. For each Deliverable, the Client shall have a review period (commonly 5 business days, unless stated otherwise in the SOW) to provide written feedback or approval.
13.2. If no written feedback is received within that review window, the Deliverable is deemed accepted.
13.3. Deliverables generally include a reasonable number of revision rounds. Requests exceeding these rounds may incur additional fees at the Company’s standard hourly rate or a separate fixed fee, as agreed in writing.
13.4. If any Deliverable fails to meet the agreed SOW specifications, the Client must notify the Company in writing within the review period.
13.5. The Company will rectify genuine deficiencies that fall within the original scope at no extra charge.
14. INTELLECTUAL PROPERTY & COPYRIGHT
14.1. Unless otherwise stated in the SOW, intellectual property rights in project-specific Deliverables transfer to the Client once all fees have been paid in full.
14.2. Until full payment is received, all Deliverables and related IP remain the property of the Company.
14.3. The Company retains all pre-existing methodologies, frameworks, templates, or code used to develop the Deliverables. The Client receives a perpetual, non-exclusive licence to use such items as integrated into the final Deliverables for the purpose stated in the SOW.
14.4. Any third-party software, assets, or licensed content is subject to the terms and conditions of the respective third-party licences. The Client shall comply with those licence terms.
14.5. The Client warrants that any materials or instructions it provides do not infringe third-party rights and will indemnify the Company against claims arising from such infringement.
14.6. The Company warrants that Deliverables created independently by it do not knowingly infringe third-party IP and will indemnify the Client against legitimate claims arising solely from such infringements.
15. HOSTING & MAINTENANCE
15.1. Where the SOW includes hosting, the Company (or its chosen provider) aims for a monthly uptime of 99.9%, excluding scheduled maintenance or incidents beyond reasonable control.
15.2. Periodic downtime or scheduled maintenance windows may occur, and the Company disclaims liability for any business interruption due to external hosting factors.
15.3. If a monthly retainer includes maintenance or support hours, unused hours typically do not roll over unless explicitly stated in the SOW.
15.4. Additional requests beyond the included hours incur extra fees at the Company’s standard rates.
16. DIGITAL MARKETING & ADVERTISING
16.1. Paid Media Campaign Management: The Company manages paid media based on the budget and scope outlined in the SOW. Media spend is separate from the Company’s fees, unless otherwise agreed.
16.2. SEO: While the Company follows industry best practices, it does not guarantee specific rankings or traffic increases, as search engine algorithms and external factors are beyond its control.
16.3. Analytics & Reporting: Performance reports and data analytics are generated via third-party tools (e.g., Google Analytics). The Company does not warrant the absolute accuracy of these external systems.
17. LIMITATION OF LIABILITY
17.1. The Company’s total aggregate liability, whether arising from breach of contract, negligence, or otherwise, is limited to the total amount payable by the Client under the relevant SOW from which the liability directly arises.
17.2. In no event shall the Company be liable for any indirect, incidental, special, or consequential damages, including but not limited to loss of profits, loss of data, or loss of business opportunities, arising out of or in connection with this agreement.
17.3. The provisions of this section shall survive the termination or expiration of this agreement and apply notwithstanding any failure of essential purpose of any limited remedy.
17.4. The Client acknowledges that the fees charged by the Company reflect the allocation of risk set forth in this section and that the Supplier would not have entered into this agreement without these limitations on its liability.
18. CONFIDENTIALITY
18.1. Each Party agrees to treat all Confidential Information received from the other as strictly confidential and not disclose it to unauthorised third parties.
18.2. “Confidential Information” includes (but is not limited to) business plans, strategies, technical data, or any non-public information designated as confidential.
18.3. Information that becomes publicly known without breach, was in lawful possession prior to disclosure, is lawfully received from a third party, or is independently developed without reference to Confidential Information is not subject to these restrictions.
18.4. Confidentiality obligations remain in effect indefinitely after completion or termination of any SOW.
19. TERMINATION
19.1. Either party may terminate this Agreement by providing 60 days’ written notice to the other party.
19.1.1. Termination shall not affect any obligations accrued prior to the termination date, and the Client shall remain liable for all outstanding fees for Services rendered up to and including the termination date.
19.1.2. Any prepaid but unutilised fees shall be non-refundable unless otherwise agreed in writing by both parties
19.1.3. All outstanding fees become immediately due and payable for Services performed.
19.1.4. The Company shall deliver any completed and fully paid-for Deliverables to the Client.
19.1.5. Both Parties shall return or destroy Confidential Information upon request, subject to record-keeping laws or legitimate business requirements.
19.2. A party may terminate the Agreement immediately by giving written notice to the other party if that other party:
19.2.1. Fails to make due payments within 30 days of the due date.
19.2.2. Commits a material breach not remedied within 30 days of written notification.
19.2.3. Repeatedly breaches any term of the Agreement.
19.2.4. Becomes insolvent, ceases substantial business operations, or is unable to pay debts as they mature.
19.2.5. Has its assets or property taken over by a receiver, enters into voluntary arrangements with creditors, undergoes liquidation, or experiences a change of control.
19.2.6. (If an individual) passes away or is incapacitated and unable to manage affairs.
20. GOVERNANCE
20.1. The Parties shall endeavour to resolve disputes through good-faith negotiations. If unresolved, the matter may be escalated to senior management. If still unresolved, the Parties may resort to mediation or any other dispute resolution mechanism agreed in writing.
20.2. All notices under this Agreement shall be in writing and delivered by email or certified post to the recipient’s official address (physical or electronic) last known to the sending Party.
20.3. If any provision of this Agreement is found unenforceable, the remainder remains in full force.
20.4. Neither Party is liable for delays or failures due to events beyond reasonable control, including natural disasters, war, acts of government, or strikes.
By engaging the Company under any signed SOW, the Client acknowledges and agrees to the terms of this SLA in its entirety.
In case of any conflict between this SLA and a specific SOW, the SOW shall govern solely as to the specific project scope or unique commercial terms.