About this service
A service level agreement — the contract that defines with what quality, at what times and under what conditions a cloud application service must be delivered to the customer — is today an indispensable legal component of almost every digital service. Georgian legislation has no separate statute for this type of agreement: a service level agreement is an ordinary contractual construction governed by the general norms of the Civil Code. Our service is built on precisely those norms: we help service providers draft agreements that genuinely protect their interests, and we help customers analyse the terms they are asked to sign before the signature.
Freedom of contract — why there is no statutory service level
Article 319 of the Civil Code establishes the principle of freedom of contract: subjects of private law may, within the limits of the law, freely conclude contracts and determine their content; they may also conclude contracts that are not provided for by law but do not contradict it. For service level agreements this is especially significant: quality indicators — uptime, response times, support tiers, recovery duration — are pure contractual content. The law sets no indicator and defines no minimum standard; everything is what the parties agree on. A poorly drafted agreement therefore means, in practice, that the service level is left unprotected. Freedom of contract nonetheless has boundaries: a party holding a dominant position on the market bears an obligation to contract and may not without justification offer the counterparty unequal terms, while a person acting for non-commercial purposes may not be refused a contract without substantiation.
When standard terms become part of the contract
In cloud-service practice, the service level agreement and the terms of service are frequently presented as standard terms — a uniform form offered to every customer. Article 343 of the Civil Code regulates their incorporation: standard terms become an integral part of the contract concluded between the offeror and the other party only where the offeror makes a clearly visible notice at the place of conclusion and refers to those terms, and the other party has the opportunity to acquaint itself with their content and, if it agrees, to accept them. This means that a link to the terms which hides from ordinary attention may, without proper reference, simply not count as part of the contract. Where the other party is itself an entrepreneur, the standard terms are considered incorporated where they would have had to be accounted for when exercising due diligence in the business relationship.
Unusual clauses and ambiguous text
The law provides two further protections for customers. First, under Article 344 of the Civil Code, those clauses of standard terms which are so unusual in form that the other party could not have reckoned with them do not become an integral part of the contract. In practice this covers terms that serve the provider's unilateral interest rather than the nature of the service — for example, qualifications of service quality that shift disproportionate obligations onto the customer. Second, under Article 345, where the text of standard terms is ambiguous, it is interpreted in favour of the other party — the party to whom the terms were offered. Ambiguous sanctions or exclusions written into a service level agreement therefore work against the provider in a dispute.
Breach of the service level agreement and compensation of damage
When the agreed service level is not upheld — the system repeatedly fails, response times are missed, data is lost — the customer's principal instrument is a claim for compensation. Article 404 of the Civil Code provides: the creditor is entitled to demand compensation for the damage caused by delay. This rule is general and applies fully to service level agreements: where the provider fails to perform its obligation within the agreed period or to the agreed quality, the customer may demand compensation for the resulting damage. Substantiating the damage requires a documentary basis — a log of incidents recorded during the relationship, notifications, a calculation of losses — and it is precisely this preparatory work in which we assist.
How we can help
Our specialists will examine an existing or proposed service level agreement, identify the terms that are ambiguous, unusual or unequal, and propose concrete amendments. For providers, we draft agreement templates with measurable quality indicators that are genuinely performable and provable in a dispute. For customers, we analyse what must be known before signing — and, where necessary, prepare a compensation claim.
What a well-drafted agreement should define
Because the law sets no quality indicators, the entire service level depends on the text the parties agree on. In practice this means every indicator must be measurable: uptime is defined with a concrete measurement period, response time with the way a report is logged, recovery time with the criterion of restored availability. The communication procedure matters just as much: who, through which channel and within what deadline gives notice of an incident — these very records later become the evidentiary basis of a dispute. Finally, the change mechanism: if the provider may unilaterally amend the terms, this must be written clearly and transparently — otherwise such a clause will, because of its ambiguity, be interpreted in the customer's favour. Our specialists help frame these elements correctly, so that the agreement does not remain a mere declaration of intent.