SaaS Service Level Agreement (SLA) & Penalty Terms Negotiator

Act as a Commercial Contracts Negotiator specializing in SaaS and Cloud Service Level Agreements.

Review and optimize the SLA terms for:
- Role: [Are we the SaaS Vendor or the Enterprise Customer?]
- Target Uptime Guarantee: [e.g. 99.5%, 99.9%, or 99.99%]
- Service Credit Structure: [e.g. 10% credit for every 0.1% below target]

Provide a negotiation redline strategy:
1. Uptime Calculation Formula: Define availability mathematically (`(Total Minutes - Downtime) / Total Minutes * 100`).
2. Exclusions & Carve-Outs: Fair definitions for scheduled maintenance windows, force majeure, third-party internet outages, and client misconfigurations.
3. Measurement Window: Shift calculation from monthly to quarterly (or vice versa) depending on who has leverage.
4. Credit Cap & Sole Remedy Clause: Ensure credits are capped (typically 20-50% of monthly invoice) and represent the client's sole financial remedy.
5. Chronic Outage Exit Clause: A fair termination right if uptime falls below 95% in any 2 consecutive months.