Terms of Service

Terms of Service

1. Coverage

Remote helpdesk and Vendor management of Client’s I.T. networks will be provided to the Client by Service Provider through remote means between the hours of 8:30 am – 5:00 pm Monday through Friday, excluding holidays. Network monitoring Services will be provided 24/7/365. All Services qualifying under these conditions, as well as Services that fall outside this scope, will fall under the provisions of Appendix B. Hardware costs of any kind are not covered under the terms of this Agreement.

Support and Escalation

Service Provider will respond to Client’s trouble tickets under the provisions of Appendix A, and with reasonable effort after hours or on holidays.  Trouble tickets must be opened by Client’s designated I.T. contact person, by email to Service Provider’s help desk, or by phone if email is unavailable.  All after-hour emergency tickets should be initiated by phone only.  The emergency voice mailbox will be monitored from 7am -11:00 pm.  Each call will be assigned a trouble ticket number for tracking.  Service Provider’s escalation process is detailed in Appendix A. 

Services Outside Normal Working Hours

Emergency Services performed outside of the hours of 8:30 am – 5:00 pm Monday through Friday, shall be subject to provisions of Appendix B.

Warranties

The Service Provider warrants that it will use reasonable efforts to perform the Services to conform to generally accepted industry standards, provided that: (a) Client’s software and hardware have not been modified, changed, or altered by anyone other than the Service Provider; (b) the operating environment, including both hardware and systems software, meets the Service Provider’s recommended specifications; (c) the computer hardware is in good operational order and is installed in a suitable operating environment; (d) Client promptly notifies the Service Provider of its need for service; (e) Client provides adequate troubleshooting information and access so that the Service Provider can identify and address problems; and (f) all fees due to the Service Provider have been paid.  THERE ARE NO OTHER WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THIS AGREEMENT AND THE SERVICES TO BE PROVIDED BY THE SERVICE PROVIDER UNDER IT INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.  Client’s sole and exclusive remedy and the Service Provider’s only obligation under this warranty is to redo the Services. In the event that these Services cannot be provided within a reasonable time after notification, Client’s sole and exclusive remedy is to terminate this Agreement upon written notice to the Service Provider and to receive a refund of any fees paid for the period beginning on the date the problem requiring correction was reported to the Service Provider. 

Limitation of Liability

IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY LOSS OF PROFIT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATING TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OCCURRING. IN NO EVENT WILL THE AGGREGATE LIABILITY OF SERVICE PROVIDER UNDER THIS AGREEMENT EXCEED AN AMOUNT EQUAL TO ONE (1) MONTH’S CLIENT CHARGES.  IN NO EVENT WILL THE FOREGOING LIMIT CLIENT’S OBLIGATION TO MAKE PAYMENT HEREUNDER TO SERVICE PROVIDER FOR SERVICES RENDERED.

2. Additional Maintenance Services

Hardware/System Support

Service Provider shall provide support of all hardware and systems, provided that all hardware is covered under a currently active Vendor Support Contract and/or replaceable parts be readily available, and all software be genuine, currently licensed and Vendor-supported. Should any hardware or systems fail to meet these requirements, reasonable effort will be made for Service Provider to still provide support to Client.  Should Vendor Support Charges be required in order to resolve any issues, these will be passed on to the Client after first receiving the Client’s authorization to incur them.

Virus Recovery for Current, Licensed Antivirus protected systems

Attempted recovery from damages caused by virus infection not detected and quarantined by the latest Antivirus software is covered under the terms of this Agreement.  This Service is limited to those systems protected with a currently licensed, Service Provider-approved and Vendor-supported Antivirus solution.  

System Backups

Service Provider will monitor the backup jobs to ensure that the backup function is performing properly.  The Client must have a currently licensed, Service Provider-approved and supported server-based backup solution that can be monitored and send notifications on job failures and successes. Ultimately, the Service Provider will not be responsible for any failed or corrupted backups but will provide monitoring and troubleshooting to help rectify the backup functions. Service Provider is not liable directly or indirectly for any data loss. In the event of a hardware failure for a local backup device, Service Provider will work with backup Vendor to either fix or replace backup device. The cost to fix or replace backup device will be the sole responsibility of Client. If device is owned and provided by Service Provider (per the terms in the backup quote) and included in Client’s monthly backup fee, Service Provider will replace the device within a reasonable time.

Monitoring Services

Service Provider will provide ongoing monitoring and security services of all critical devices included in the agreement.  Service Provider will provide monthly reports upon request as well as document critical alerts, scans and event resolutions to Client. Should a problem be discovered during monitoring, Service Provider shall make every reasonable attempt to rectify the condition in a timely manner through remote means. 

3. Suitability of Existing Environment

Minimum Standards Required for Services

In order for Client’s existing environment to qualify for Service Provider’s Services, the following requirements must be met:

1. All workstations must be running on Microsoft Windows Operating Systems or Apple MacOS systems. No other operating systems will be supported by Service Provider.
2. All servers with Microsoft Windows Operating Systems must be running a Microsoft supported operating system with a valid license, and have all of the latest Microsoft Service Packs and Critical Updates installed.
3. All desktop personal computers and notebook/laptop computers with Microsoft Windows Operating Systems must be running a Microsoft supported operating system, Professional version, with a valid license, and have all of the latest Microsoft Service Packs and Critical Updates installed.
4. All desktop personal computers and notebook/laptop computers with Apple MacOS must be running an Apple supported operating system.
5. All server and desktop software must be genuine, licensed and Vendor-supported.
6. The environment must have a currently licensed, up-to-date, Service Provider-approved and Vendor-Supported Server-based Antivirus Solution protecting all servers, desktop computers, notebook/laptop computers, and email.
7. The environment must have a currently licensed, Service Provider-approved and Vendor-Supported server-based backup solution that can be monitored, and send notifications on job failures and successes.
8. The environment must have a currently licensed, Vendor-Supported Hardware Firewall between Client’s internal network and the internet.
9. The network environment must be using Service Provider-approved managed switches and access points.
10. All wireless data traffic in the environment must be securely encrypted.
11. All Windows environments must have domain controller (DC) services on premise or in the Cloud.
12. All Office 365 accounts must have multi-factor authentication (MFA) setup to help keep accounts secure.

Costs required to bring Client’s environment up to these Minimum Standards are not included in this Agreement.

The Service Provider reserves the right to suspend or terminate this Agreement if in its sole discretion, conditions at the service site pose a health or safety threat to any Service Provider representative.

4. Excluded Services

Services rendered under this Agreement do not include:

• Parts, equipment or software not covered by Vendor/Manufacturer warranty or support.
• The cost of any parts, equipment, or shipping charges of any kind.
• The cost of any software, licensing, or software renewal or software upgrade fees of any kind.
• The cost of any Vendor or Manufacturer support or incident fees of any kind.
• Failure due to acts of God, building modifications, power failures or other adverse environmental conditions or factors.
• Service and repair made necessary by the alteration or modification of equipment other than that authorized by Service Provider, including alterations, software installations or modifications of equipment made by Client’s employees or anyone other than Service Provider.
• Training Services of any kind.
• Consulting and integration tasks considered to be major installations such as file server replacement or migration, network operating system upgrade and data migrations, multiple computer workstation deployment (more than 1 in any given month per site), and significant infrastructure changes.

5. Confidentiality

Service Provider and its agents will not use or disclose Client information, except as necessary to or consistent with providing the contracted services, and will use reasonable efforts to protect against unauthorized use.  Service Provider will not store end user passwords.

6. Non-Solicitation of Employees.

Client agrees not to employ or to solicit for employment, directly or indirectly, any persons in the full-time or part-time employment of Service Provider until at least one (1) year after this Agreement terminates, unless agreed to in writing by Service Provider.