Writing an SLA for a Marketing Vendor: Response, Delivery

A service level agreement for a marketing vendor is a short set of clauses saying how fast the vendor answers you, by when it delivers, and how it reports the result. Three clauses cover the ground: response time, delivery time and report format. A ranking target does not belong among them, because Google Search Central says first place in search results cannot be guaranteed by anyone. If you buy advertising, sponsored content, links or search services for your business, whether as an advertiser, a publisher, a small company or an agency client, you can add these clauses to an order form. This is not legal advice.

What an SLA is and what it is not

An SLA is a contract term, not a statutory form. No provision of the Code of Obligations cited for these clauses defines a document under that name, so its content is whatever the parties write. The value lies in turning vague promises such as "we will be quick" into items that can be checked: a number of business days, a date, a file type, a data source.

Three questions test any clause. Can a third person read it and tell whether it was met? Does it name the event that starts the clock? Does it say what happens when it is missed? A clause that fails one of the three is a wish.

The clauses at a glance

Matching clauses to the service

Practical suggestion: weigh the clauses according to the service. A one-off sponsored post leans on delivery time and on how long the post stays live. A monthly consultancy leans on response time and the report. Work that changes your site or ad account also needs a list of changes made. The table is a starting point, not a statutory list.

No ranking target in the contract

Google Search Central's page on hiring an SEO (Opens in a new tab) warns that nobody can guarantee a number one ranking on Google. If a provider promises first place in search results, the page advises finding someone else. It also lists questions to put to a provider: what results are expected and in what timeframe, how success is measured, and whether every change made to your site will be shared. No specific timeline is given on the page.

Practical suggestion: put into the SLA the things the vendor controls. The delivery date of the work, the response time, the report date and the sharing of changes are all within the vendor's own hands. Ranking depends on your site and on how Google evaluates it. A clause that promises a position leaves you with no way to show which item is missing when delivery fails.

The response clause

A response time is the period in which the vendor confirms receipt and says what it will do. It is not a resolution time. A clause that mixes the two either sets the vendor a promise it cannot keep or drains the answer of any value for you.

• Say when the clock starts: when the request reaches the channel named in the contract.
• Name the channel: a shared mailbox, a support system or a messaging app.
• Define the business day: weekdays only, and what happens on public holidays.
• Separate classes of request so an urgent fault and a routine question do not share one period.
• Say what the answer must contain: a bare acknowledgement or a plan.

Urgent, routine and waiting requests

Keep the urgent class narrow. A buyer who marks every request urgent destroys the meaning of the class.

Wording for the response clause

Sample clause: "For every request the Buyer sends to [notice e-mail], the Seller confirms receipt and states its plan in writing within [number] business days. For requests marked urgent the period is [number] hours." The bracketed values are for the parties to set. They are not figures from any statute.

Chasing a silent vendor

Practical suggestion: provide that on the day the period ends the buyer sends a written reminder, and that the seller then has one further period to answer. This makes the step to a written notice and a period for performance easy to take afterwards.

The reporting clause

A reporting clause has three parts: how frequently the report arrives, what it contains and where the numbers come from. The third part is the one people skip, and without it a report cannot be argued with. For the template a vendor would follow when preparing a monthly report, see how to create an SEO report. A buyer writes these three parts into the contract.

Naming Search Console as the source

Google's Search Console help page (Opens in a new tab) defines a few measures. Impressions are the number of times someone saw a link to your site on Google. Clicks are the number of times someone clicked a link from Google to your site. CTR is clicks divided by impressions. Average position is a relative ranking of the position of your link on Google, where 1 is the top position. The page adds that the position value is the average position for all searches, that your position for a specific search can differ because of search history, location and similar factors, and that a link must get an impression for its position to be recorded. If your interface is not in English, label names can look different.

Practical suggestion: write your own Search Console property as the data source. Then the figures the vendor brings can be compared with the screen you can open yourself. How access and roles are arranged is covered in agency client account access and Search Console roles.

What each part of the report clause fixes

How the report arrives

State the file type, the address and the hour by which the report must arrive. A vendor that sends a share link can say "delivered" while the link later stops working. A file attached to an e-mail leaves a better record.

A report that misses its date

Tie a late report to its own consequence. Practical suggestion: on the first business day after the report date the buyer sends a written reminder, the vendor delivers within a stated number of business days, and if it does not, the part of the fee tied to the report is held back.

The delivery clause

A delivery time has a beginning and an end. The end is simple to write as a date. The beginning is harder, because work may not start until you supply a topic, access, images or an approval.

• State the start condition: the order, the materials, payment or a written approval.
• Write the date by which you will give the materials. If you are late, the vendor's time extends.
• Define part delivery: which item counts as delivered on its own.
• Say how lateness is measured: the date of a live URL or the time stamp of a sent file.

Under article 117 of the Code of Obligations (Opens in a new tab) (Law No. 6098), the debtor of a debt that is due falls into default upon the creditor's notice, or when a day fixed jointly passes. Article 123 provides that in contracts that impose obligations on both sides, when one party is in default the other may give an appropriate period for performance. A date written into the clause therefore carries weight.

Checking and approving the delivery

Delivery and acceptance are different moments. Write acceptance in checkable terms: the URL is live, the named link is present, the file is in the agreed format. Add the buyer's period for checking in business days. Whether silence from the buyer during that period amounts to acceptance is a drafting choice. Article 179 of the Code of Obligations refers to a creditor who has accepted performance "without reservation", so when you approve a delivery, write that your rights for any delay are reserved. Article 179 does not describe the legal effect of such a reservation.

Correction rounds

A revision window is a separate clock. Write the number of correction rounds included, the time you have to send corrections after a delivery, and the time the vendor has to return the corrected item. Requests made after the last round count as new work. Leaving this out invites a revision cycle that never ends.

Replies to vendor push-back

Subcontractors in the chain

If the agency places posts through publishers or hires writers, state that the commitment is the agency's. A delay by a subcontractor does not release the agency from its duty to you. Say who gives which notice to whom, and ask the quote to show who is responsible for what.

When a commitment is missed

A commitment works when it leads somewhere. Three steps can be written in: written notice with time to correct, a contractual penalty, and a payment holdback.

Written notice and a correction period

Write that when a period is exceeded the buyer gives written notice and the vendor has a stated period to correct. This fits the arrangement of article 123 of the Code of Obligations.

The penalty clause under the Code

When a penalty has been agreed, article 179 of the Code of Obligations lets the creditor demand either the performance or the penalty for non-performance, unless the contract shows otherwise. A penalty tied to a set time or place can be demanded together with the main obligation, unless the creditor has expressly waived the right or accepted performance without reservation. Article 180 makes the penalty payable even when no loss occurred. Article 181 extends the penalty rules to contracts under which the performed part stays with the creditor on withdrawal. Under article 182 the parties fix the amount freely, and the judge reduces an excessive penalty on its own motion. A further rule applies to merchants: article 22 of the Commercial Code (Law No. 6102) bars a trader debtor from claiming that a fee or penalty is excessive in the cases listed in articles 121(2), 182(3) and 525 of the Code of Obligations. The documentation has no statement on how the two provisions apply together.

Practical suggestion: set the penalty in proportion to the order and write the delay it applies to and its ceiling. A penalty set with no link to the order value is hard to take seriously.

Penalty wording

Sample clause: "For each business day by which the Seller exceeds the delivery date by more than [number] business days, a penalty of [rate] of the order price is payable, up to a total of [ceiling]." The rate and ceiling come from the parties, not from the statute. Tell the vendor in writing when the delay occurs that you will claim the penalty.

Holding back part of the fee

Linking part of the fee to the report or to a delivery is a tool separate from the penalty. For example, a share of the price can be payable after the report arrives. This is a contract design choice, not a statutory rule, and it requires the payment dates and delivery items to be tied together in the contract.

When the buyer causes the delay

An SLA binds both sides. State that late materials, late access or late approvals extend the vendor's time, and record the date of your own delay. This reciprocity makes a later penalty or holdback claim look reliable.

Worked scenario: a photo booth rental company

Example scenario: a photo booth rental company hires an agency to write city pages for the places where it delivers booths, to place a sponsored post on a wedding planning blog, and to send a monthly report. In the first order, response times were vague and the report never came. For the second order the company attaches an SLA to the order form.

Lessons of the first order

Example scenario: in the first order the company had been promised "a quick turnaround" and nothing more. When the agency answered a request after three days, there was nothing to say it had broken the agreement, since the agreement set no measurable period. In the second order the same kind of request is tied to a response clause, a channel and a business day definition. The agency accepted these details and built them into its own workflow. The clause was not meant to wait for a penalty. Its job was to make both sides look at the same measure.

What the company keeps on file

• The signed order form with the SLA clauses.
• The notice e-mail and the reply time stamps.
• Delivery records for the city pages.
• The monthly report and a check of its figures against the company's own Search Console screen.

How to read link and sponsored items in an agency quote is covered in reading the backlink line item in an SEO agency proposal.

The clauses assembled

Example scenario: the photo booth company adds the following to its second order. The bracketed values are for the parties to set.

1. Notice: requests and notices go to [notice e-mail], and the e-mail time stamp is the record.
2. Response: the Seller acknowledges routine requests and states its plan within [number] business days and urgent ones within [number] hours. The clock stops while the Seller waits for the Buyer's approval.
3. Delivery: the Seller delivers the city pages within [number] business days of receiving the Buyer's photos and area lists. The sponsored post goes live on [publication date] and stays live for [period].
4. Revision: two correction rounds are included, each with a reply window of [number] business days.
5. Report: by the [day] of each month the Seller sends, as a PDF attached to an e-mail, the work done, the clicks and impressions taken from the Buyer's Search Console property, and the plan for the next period.
6. Missed commitment: the Buyer gives written notice and a correction period of [number] business days. If the report is not delivered, [share] of the fee is held until it arrives. The Buyer may accept a delivery while reserving its rights for the delay.

These clauses are a sample. They are not taken from a statute, and their fit for a particular contract is for the parties to judge.

Time stamps and a shared log

A commitment that cannot be measured starts a debate. Every request and every answer needs a time stamp.

• Send requests to the notice address, not to personal chats.
• Give each request a number and use it in the reply.
• Keep a shared sheet or a support system: request date, class, reply date, delivery date.
• Write the time zone and the definition of a business day.
• Review the sheet together once a month.

This sheet need not be the basis of a penalty. Its main use is to make sure both sides look at one record. If your record and the vendor's differ, the contract should say which one prevails and tie it to a neutral record such as an e-mail time stamp.

Scorecard at the end of a period

Practical suggestion: at the end of each period, draw up a short scorecard of response times, delivery dates and report dates, and decide which clause changes for the next period.

Weak points in a draft SLA

A notice address buried in a footer

If the contract names the notice address only in a footer or a signature block, requests go astray. Put it in the clause itself and repeat it in the order form.

Public holidays left undefined

A response period counted in business days invites argument when holidays are not addressed. Say whether national and religious holidays stop the clock.

A share link counted as delivery

A link to a cloud folder can change or expire. Define delivery as a file attached to an e-mail or a live URL with a date.

The vendor closing its own requests

If the vendor's system marks a request closed without your confirmation, the log shows a reply that never happened. Close a request only when the buyer agrees or a stated period passes.

A penalty rate copied from another contract

A rate taken from a different deal may not fit the value of this order. Set the rate and the ceiling for this order and write the delay it applies to.

An overloaded clause list

Ten clauses on one order leave all of them unmonitored. Choose three or four and give each one measure.

Checklist before signing

• Heaviest commitments chosen for the service.
• Notice channel and business day defined.
• Response time separated from resolution.
• Start condition and part delivery defined.
• Revision rounds and windows written.
• Report frequency, content, source and delivery method written.
• Ranking target left out of the contract.
• Notice, correction period, penalty or holdback written.
• The form approved with a date and a sender address on record.

Frequently Asked Questions

Does Turkish law define an SLA?

No provision of the Code of Obligations cited for these clauses defines a document under that name. It is a contract term, so the parties write its content.

Why keep response time apart from delivery time?

A response time is the period for acknowledging a request and naming the next step. A delivery time is the date by which the work itself arrives. One clause for both either sets the vendor a promise it cannot keep or makes the answer worthless to you.

Should the SLA promise a ranking?

No. Google Search Central says first place in search results cannot be guaranteed by anyone. Writing the items the vendor controls into the clause is a practical suggestion.

Where should the figures in a report come from?

Preferably an account of yours, such as your own Search Console property, so that the vendor's figures can be compared with your screen. Search Console says average position is the average for all searches.

Does every SLA need a penalty clause?

No. Articles 179 to 182 of the Code of Obligations apply where a penalty has been agreed. Other consequences, such as a holdback, can be written instead. This is not legal advice.

What if a request is never answered?

Record the miss, send the written notice named in the contract and allow a correction period. Giving a period is provided for in article 123 of the Code of Obligations.

Conclusion

A sound SLA has three clauses: response time, delivery time and report format. Give each a start condition, a measure and a step for when it is missed, keep a ranking target out of the contract and name a data source for the report that you can check yourself. This is not legal advice.

If you want to run delivery items for sponsored posts or links in a recorded routine, see the backlink packages page.