SLA clause with exclusive remedy struck through and a chronic exit kept

How to Review Service Credits as an Exclusive Remedy

Treat exclusive service credits as a liability limit, keep a chronic-failure exit, and cash out unused credits before Friday.

September 30, 2026•9 min read•Article

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Key takeaway in 30 seconds

Knowing how to review service credits as exclusive remedy means the line is a liability limit, not the percentage table. Keep an ordinary uptime miss on the credit. Take data loss, a security incident, confidentiality, and an indemnity outside that sentence. Write a chronic-failure exit that survives the waiver, cash out unused credits, and refuse a wipe of credits already earned. Then strike, carve, or walk.

Nessa’s Friday job is the exclusive-remedy line on Clause C.4. The risk is a waiver of damages and termination that AE treats as a caption on the credit table. Label that sentence as a liability limit. Split an ordinary miss from data loss, security, confidentiality, and indemnity. Keep a chronic exit. Then strike, carve, or walk. Do it on the file you will sign, and keep one log.

September 2026. England and Wales. Nessa is Ops at a 22-person UK customer-support SaaS, the customer. The packet — the MSA (master services agreement) and Schedule C — is Friday’s file set. Clause C.4 waives damages and termination. No carve-out for data loss, security, confidentiality, or indemnity. No chronic exit. One green month cancels a credit already earned. AE says this only stops double dipping.

That sentence is a second cap. Lighthouse Law (2026) says an exclusive credit replaces damages and termination. The cap shrinks to the credit. King & Wood Mallesons (2026) says both remedies can close. Interactive E-Solutions (2018) treated a wide exclusive-remedies clause as effective for the claim pleaded.

Disclaimer: Checkory provides AI support, not legal advice. Consult a qualified lawyer for binding decisions.

How do you tell an exclusive remedy from the credit table?

Read Clause C.4 before the percentages. The exclusive sentence is the liability limit. The table is a different hunt. For example, uptime maths and the claim window belong on the credit-table page. Open how to review SaaS SLA service credits and leave this page if that is the only fight. Stay here when the sentence says sole and exclusive, or waives other rights.

Do write who is bound, which failures are covered, and which remedies are waived. Nessa’s paper covers any service-level failure and waives damages and termination. Don’t treat “stops double dipping” as the label. In practice the waiver is the Friday problem.

Check standard terms before you lean on statute. UCTA 1977 s.3 tests an exclusion for breach only on the other side’s written standard terms. UCTA s.11 puts reasonableness on the party who relies on it. Gowling on Shebah (2017) says negotiation can step outside that test. Do not call the clause void.

Comparison table of a credit table versus an exclusive-remedy liability limit

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Typical mistake

AE calls the waiver a caption. It is the liability limit. Log Clause C.4.

Which claims stay outside an ordinary SLA miss?

Split the paper into two piles before you sign. An ordinary miss is a short availability or response-time gap, with no data incident. A credit can be the money for that miss. Data loss, a security incident, a confidentiality breach, and an indemnity are the other pile. A service credit does not discharge them.

Do name the four inside Clause C.4. Don’t hope a fraud-only carve-out will carry a negligence claim. Gatehouse (2018) is the colour: the carve-out must be necessary to the claim. The common pattern is “any failure,” then a waiver of everything.

A lost ticket archive is data loss, not a slow Tuesday. ContractKen (checked 2026) lists those carve-outs. Pattern colour only.

When can you still terminate for chronic failure?

A waiver of termination can eat the exit. Clause 14 may look alive while Clause C.4 waives termination for a service-level failure. If they fight, AE will quote the exclusive sentence.

Do write a chronic exit that survives Clause C.4. Vaquill (checked 2026) shows three misses in six months as a shape, not a magic number. Termination is for cause. Earned credits stay payable. Don’t rely on “material breach” alone. AO Shearman (checked 2026) calls that phrase too vague.

Say an uncured material breach under Clause 14 is not waived. Open how to review a notice and cure period only for the day count. King & Wood Mallesons (2026) and Maddocks (checked 2026) describe a compromise: sole money remedy while you stay, damages if you terminate for breach. Australian colour.

Don’t use the penalty test to delete a modest credit. HCR Law (checked 2026) recounts Makdessi: a detriment out of all proportion to a legitimate interest is the vulnerable case. Refuse an exclusive sentence with no exit. The hidden problem is whether other claims stay open.

Workflow from exclusive-remedy label to a chronic-failure exit that survives

How do you keep the cap and the consequential list consistent?

Nessa’s cap is twelve months’ fees. If the credit is the only money for a service-level failure, that cap is not the cap. Lighthouse Law (2026) says the practical cap becomes the credit. Do strike “exclusive”, or write that credits sit inside the cap for carved-out claims. Open how to review an MSA liability cap for the cap maths only.

The consequential list already names loss of data. Don’t let it re-kill that data claim. Open how to review a consequential-loss exclusion if the list itself is the fight. In practice, log the clash.

What does cash-out mean, and can a green month wipe a credit?

A credit you cannot spend is not a remedy. Nessa’s credits hit the next invoice only, have no cash value, and expire when the contract ends. Leave for chronic failure, and the earned credits can die with it.

Do require cash within a stated number of days for credits not yet invoiced. Cover cause, convenience, and non-renewal. Atlassian’s archived SLA (checked 2026) says unused credits have no cash value. One vendor’s line, not the market. ContractKen (checked 2026) shows the customer shape: pay unredeemed credits in cash on exit.

Strike the earn-back wipe. One green month cancels a credit already earned. Slaw (2013, checked 2026) treats earn-back as an extra, not a default. Law Insider earn-back samples (2026) can reverse a credit later. Don’t accept that.

When do you strike, carve a chronic exit, or walk?

Three moves. Pick one before Friday. Don’t send every percentage row back to counsel — a qualified lawyer — if the waiver is the only red flag.

Strike deletes “sole and exclusive” and the waiver. The credit stays a credit. Carve keeps credits as the sole financial remedy for an ordinary miss, plus the four carve-outs, the exit, the cash-out, and no wipe. Walk if the waiver still covers termination and the four claims and Friday is the deadline.

Run this workflow. Label the limit → split the four claims → keep the exit → align the cap → cash out → strike, carve, or walk.

The success bar is one page and one pause sentence. Pause if the waiver still eats termination. Escalate that package. Do not mark the paper cleared.

Nessa’s exclusive-remedy log

Check	Nessa’s paper	Action
Credit table fenced?	Other page.	Stay on Clause C.4.
Waiver?	Damages and termination.	Call it a liability limit.
Four claims out?	No.	Name them in C.4.
Chronic exit?	Missing.	Write a counted exit.
Cash and earn-back?	No cash. A green month wipes.	Cash out. Delete the wipe.
Decision?	AE says sign.	Strike, carve, or walk.

Checklist board for strike, carve, or walk on an exclusive-remedy sentence

Hunt

Freeze the packet.

Open the cap, termination, Clause C.4, cash, and earn-back.

Label the limit.

Note failures and waived remedies. Leave if the fight is only percentages.

Split the claims.

Ordinary miss on the credit. Data, security, confidentiality, and indemnity outside.

Write the exits.

Chronic failure survives. So does an uncured material breach.

Align the neighbours.

The cap still governs carved-out claims. The list does not re-kill data loss.

Fix the money.

Cash out on exit. Delete a wipe of an earned credit.

Strike, carve, or walk.

Delete the waiver, or keep a narrow limit plus the exit, or do not sign.

Frequently asked questions

Do credits bar a damages claim after a week-long outage?▼

Yes if C.4 waives damages for that outage. Narrow the sentence before Friday.

Can we still terminate for chronic failure?▼

Only if that exit is written to survive the waiver.

Does exclusive remedy cover a data breach?▼

It can if the sentence reaches it. Write that a data breach sits outside the credit.

Do unused credits turn into cash if we leave?▼

Only if you require a cash-out. Otherwise exit can wipe them.

Can a green month cancel a credit we already earned?▼

Yes on this earn-back line. Strike the wipe.

Is the twelve-month cap still the cap for an ordinary miss?▼

Not if the credit is the only money. Put credits inside the cap.

What do you do with the log before Friday?

Fill the log before you sign. A first-pass — a machine pass that marks clauses on the uploaded file — can highlight sole and exclusive. Verify every High flag — a high-severity mark a human still opens. Use document analysis on the same PDF or DOCX. Escalate the waiver to counsel — a qualified lawyer — if it still eats the exit.