Terms & Conditions
1. SERVICES PERFORMED BY CONSULTANT. Consultant agrees to perform the services described in the scope of work, which is attached to and made part of this Agreement.
2. FEES & INVOICES. Consultant shall submit invoices for all services rendered. Client shall pay invoices by due date specified on each invoice. Client agrees to pay for hardware, software, licensing and professional services described in the fee schedule of the scope of work, which is attached to and made part of this agreement
3. LATE FEES. Late payments by Client shall be subject to late penalty fees of 1.5% per month from the due date until the amount is paid.
4. COVERAGE. Remote Helpdesk and Vendor Management of Client’s IT networks & Named Users will be provided to the Client by Consultant through remote means between the hours of 8:30 am – 5:30 pm Monday through Friday, excluding public 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
Consultant will respond to Client’s Trouble Tickets under the provisions of Appendix A. Trouble Tickets must be opened by Client’s designated I.T. Contact Person, by email to our Help Desk at help@connectedtechnology.com, or by phone via the help desk by calling 631-724-6504 option 2. Each call will be assigned a Trouble Ticket number for tracking. Our escalation process is detailed in Appendix A.
Service outside Normal Working Hours
Emergency services performed outside of the hours of 8:30 am – 5:30 pm Monday through Friday, and public holidays, shall be subject to provisions of Appendix B. Consultant will respond to Priority 1 and Priority 2 Trouble Tickets under the the provisions of Appendix A
5. EXPENSES. Client shall be responsible for all expenses incurred while performing services under this Agreement.
6. TERM OF AGREEMENT. This Agreement will become effective upon the date signed, shall remain in force for a period of one year, and be reviewed annually to address any necessary adjustments or modifications. The Service Agreement automatically renews for a subsequent one year term beginning on the day immediately following the end of the Initial Term, unless either party gives the other ninety (90) days prior written notice of its intent not to renew this Agreement.
7. TERMINATING THE AGREEMENT. With reasonable cause, either party may terminate this Agreement effective immediately by giving written notice of termination for cause. Reasonable cause includes:
This Agreement may be terminated by the Client upon ninety (90) days written notice if the Consultant:
1. Fails to fulfill in any material respect its obligations under this Agreement and does not cure such failure within thirty (30) days of receipt of such written notice.
2. Breaches any material term or condition of this Agreement and fails to remedy such breach within thirty (30) days of receipt of such written notice.
3. Terminates or suspends its business operations, unless it is succeeded by a permitted assignee under this Agreement.
This Agreement may be terminated by the Consultant upon ninety (90) days written notice to the Client.
If either party terminates this Agreement, Consultant will assist Client in the orderly termination of services, including timely transfer of the services to another designated provider. Client agrees to pay Consultant the actual costs of rendering such assistance.
8. CONSULTANT AN INDEPENDENT CONTRACTOR. Consultant is an independent contractor, and neither Consultant nor Consultant's staff is, or shall be deemed, Client's employees. In its capacity as an independent contractor, Consultant agrees and represents, and Client agrees, as follows:
1. Consultant will furnish all equipment and materials used to provide the services required by this Agreement, except to the extent that Consultant's work must be performed on or with Client's computer or existing software.
9. INTELLECTUAL PROPERTY OWNERSHIP. Consultant shall retain all copyright, patent, trade secret and other intellectual property rights Consultant may have in anything created or developed by Consultant for Client under this Agreement ("Work Product"). Consultant grants Client a non-exclusive worldwide license to use and sub-license the use of the Work Product for the purpose of developing and marketing its products, but not for the purpose of marketing Work Product separate from its products. The license shall have a perpetual term and may not be transferred by Client. This license is conditioned upon full payment of the compensation due Consultant under this Agreement.
10. CONSULTANT'S MATERIALS. Consultant owns or holds a license to use and sub-license various materials in existence before the start date of this Agreement ("Consultant's Materials"). Consultant may, at it's option, include Consultant's Materials in the work performed under this Agreement.
Consultant retains all right, title and interest, including all copyright, patent rights and trade secret rights to Consultant's Materials. Subject to full payment of the consulting fees due under this Agreement, consultant grants Client a non-exclusive worldwide license to use and sub-license the use of Consultant's Materials for the purpose of developing and marketing its products, but not for the purpose of marketing Background Technology separate from its products. The license shall have a perpetual term and may not be transferred by Client. Client shall make no other commercial use of the Background Technology without Consultant's written consent.
11. CONFIDENTIALITY. During the term of the Agreement Consultant will use reasonable care to prevent the unauthorized use or dissemination of Client's confidential information. Reasonable care means at lease the same degree of care Consultant uses to protect its own confidential information from unauthorized disclosure.
Confidential information is limited to information clearly marked as confidential, or disclosed orally and summarized and identified as confidential in a writing delivered to Consultant within 15 days of disclosure.
Confidential information does not include information that:
1. the Consultant knew before Client disclosed it
2. is or becomes public knowledge through no fault of Consultant
3. Consultant obtains from sources other than Client who owe no duty of confidentiality to Client, or
4. Consultant independently develops.
12. WARRANTIES. THE GOODS OR SERVICES FURNISHED UNDER THIS AGREEMENT ARE PROVIDED AS IS, WITHOUT ANY EXPRESS OR IMPLIED WARRANTIES OR REPRESENTATIONS; INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
13. LIMITATION ON CONSULTANT'S LIABILITY TO CLIENT.
1) In no event shall consultant be liable to Client for lost profits of Client, or special, incidental or consequential damages (even if Consultant has been advised of the possibility of such damages).
2) Limitation of Liability. Consultant’s total aggregate liability under this Agreement for all claims, damages, costs, and expenses, regardless of cause or theory of liability, shall not exceed the greater of (i) the total amount of fees paid to Consultant by Client under this Agreement, or (ii) the limits of insurance maintained by Consultant applicable to such claim.
3) Indemnification.
a) Consultant shall indemnify, defend, and hold harmless Client, its affiliates, and their respective officers, directors, employees, and agents from and against any and all third-party claims, liabilities, damages, and costs (including reasonable attorneys’ fees) to the extent arising out of or related to (i) Consultant’s negligence or willful misconduct, or (ii) Consultant’s infringement of any third-party intellectual property rights in connection with the Services.
b) Client shall indemnify, defend, and hold harmless Consultant, its affiliates, and their respective officers, directors, employees, and agents from and against any and all third-party claims, liabilities, damages, and costs (including reasonable attorneys’ fees) arising out of or related to (i) Client’s use of the Services in violation of this Agreement, or (ii) Client-provided materials infringing third-party rights.
c) The indemnified party shall promptly notify the indemnifying party of any claim and cooperate in the defense. The indemnifying party shall have control of the defense and settlement, provided that no settlement imposes liability or obligations on the indemnified party without its prior written consent (not to be unreasonably withheld).
14. FORCE MAJEURE. Consultant shall not be liable for and is excused from any failure to deliver or perform or delay in delivery or performance, due to causes beyond its reasonable control or due to failure of Client to provide sufficient information, resources, cooperation or personnel to support the project. The period of performance shall be extended to such extent as may be appropriate after the cause of the delay or non-performance has been removed.
15. TAXES. The charges included here do not include taxes. If Consultant is required to pay any federal, state or local sales, use, property or value added taxes based on the services provided under this Agreement, the taxes shall be separately billed to Client. Consultant shall not pay any interest or penalties incurred due to late payment or nonpayment of such taxes by Client.
16. CONTRACT CHANGES. Client and Consultant recognize that:
1. Consultant's original cost and time estimates may be too low due to unforeseen events or to factors unknown to Consultant when this Agreement was made
2. Client may desire a mid-project change in Consultant's services that would add time and cost to the project and possibly inconvenience Consultant, or
3. Other provisions of this Agreement may be difficult to carry out due to unforeseen circumstances.
If any intended changes or any other events beyond the parties' control require adjustments to this Agreement, the parties shall make a good faith effort to agree on all necessary particulars. Such agreements shall be put in writing, signed by the parties and added to this Agreement.
17. GENERAL PROVISIONS.
This Agreement governs all services performed by Consultant for Client, whether described in current or future Statements of Work (“SOW”), proposals, quotes, service orders, or other written agreements that reference this Master Services Agreement (“MSA”).
Each such SOW, proposal, or service agreement shall incorporate the terms of this MSA by reference and shall be deemed a part of this Agreement. In the event of a conflict between this MSA and a SOW, the terms of the SOW shall control with respect to the specific services described therein.
Sole agreement: This is the entire Agreement between Consultant and Client.
Severability: If any part of this Agreement is held unenforceable, the rest of the Agreement will continue in full force and effect.
Applicable law: This Agreement will be governed by the laws of the State of New York.
Notices: All notices and other communications given in connection with this Agreement shall be in writing and shall be deemed given as follows:
1. When delivered personally to the recipient's address as appearing in the introductory paragraph in this Agreement.
2. Three days after being deposited in the United States mails, postage prepaid to the recipient's address as appearing in the introductory paragraph to this Agreement, or
3. When sent by fax or telex to the last fax or telex number of the recipient known to the party giving notice. Notice is effective upon receipt provided that a duplicate copy of the notice is promptly given by first-class or certified mail, or the recipient delivers a written confirmation of receipt.
4. Any party may change its address appearing in the introductory paragraph to this Agreement by giving notice of the change in accordance with this paragraph.
5. No Partnership: This Agreement does not create a partnership relationship. Consultant does not have authority to enter into contracts on Client's behalf.
6. Assignment: This Agreement is freely assignable.
18. Additional Maintenance Services
Hardware/System Support
Consultant shall provide support of all hardware and systems specified in Appendix B, provided that all Hardware is covered under a currently active Vendor Support Contract; 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 provisions, they will be excluded from this Service Agreement. Should 3rd Party 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, Malware, Spyware, Ransomware & Botnet Recovery for Current, Licensed protected systems
Virus infected systems: Attempted recovery from damages caused by virus infection not detected and quarantined by the latest Antivirus definitions is not covered under the terms of this Agreement.
All other types of infections: Attempted recovery from damages caused by malicious software such as Malware, Ransomware, Spyware and Botnet infections not detected and quarantined by the latest Malware definitions is not covered under the terms of this Agreement.
Monitoring Services
Consultant will provide ongoing monitoring and security services of all critical devices as indicated in Appendix B. Consultant will provide monthly reports as required as well as document critical alerts, scans and event resolutions to Client. Should a problem be discovered during monitoring, Consultant shall make every attempt to rectify the condition in a timely manner through remote means.
Backup and Disaster Recovery Services
If included in an applicable Statement of Work, Consultant will provide backup management and disaster recovery services designed to restore Client’s critical systems and operations in a timely manner following a failure event.
Included services may consist of:
- Monitoring and management of backup systems
- Verification and testing of backup integrity
- Emergency response to system failures
- Initiation of failover to backup or temporary systems
- Bringing Client systems to an operational state using backup infrastructure
For purposes of this Agreement, “Disaster Recovery” refers to the restoration of business operations through temporary or backup systems (failover).
Distinction Between Disaster Recovery and Restoration
Client acknowledges and agrees that Disaster Recovery (failover to backup or temporary systems) is distinct from Restoration or Failback (returning systems to permanent production infrastructure).
Disaster Recovery services, if included in a Statement of Work, are limited to restoring operability through backup systems.
Restoration or Failback services are not included unless specifically stated in a Statement of Work and will be billed separately.
19. Suitability of Existing Environment
Minimum Standards Required for Services
In order for Client’s existing environment to qualify for Consultant's Managed Services, the following requirements must be met:
1. All Servers with Microsoft Windows Operating Systems must be running Windows 2008 R2 Server or later, and have all of the latest Microsoft Service Packs and Critical Updates installed.
2. All Desktop PC’s and Notebooks/Laptops with Microsoft Windows Operating Systems must be running Windows 7 Pro or later, and have all of the latest Microsoft Service Packs and Critical Updates installed.
3. All Server and Desktop Software must be Genuine, Licensed and Vendor-Supported.
4. The environment must have a currently licensed, up-to-date and Vendor-Supported Server-based Antivirus Solution protecting all Servers, Desktops, Notebooks/Laptops, and Email.
5. The environment must have a currently licensed, Vendor-Supported Server-based Backup Solution that can be monitored, and send notifications on job failures and successes.
6. The environment must have a currently licensed, Vendor-Supported Hardware Firewall between the Internal Network and the Internet.
7. All Wireless data traffic in the environment must be securely encrypted.
8. There must be an outside static IP address assigned to a network device, allowing RDP or VPN access.
9. The environment must have at least one spare workstation available at all times.
Costs required to bring Client’s environment up to these Minimum Standards are not included in this Agreement.
20. Excluded Services
Service rendered under this Agreement does not include:
1. Parts, equipment or software not covered by vendor/manufacturer warranty or support.
2. The cost of any parts, equipment, or shipping charges of any kind.
3. The cost of any Software, Licensing, or Software Renewal or Upgrade Fees of any kind.
4. The cost of any 3rd Party Vendor or Manufacturer Support or Incident Fees of any kind.
5. The cost to bring Client’s environment up to minimum standards required for Services.
6. Failure due to acts of God, building modifications, power failures or other adverse environmental conditions or factors.
7. Service and repair made necessary by the alteration or modification of equipment other than that authorized by Consultant, including alterations, software installations or modifications of equipment made by Client’s employees or anyone other than Consultant.
8. Maintenance of Applications software packages, whether acquired from the Consultant or any other source unless as specified in Appendix B.
9. Programming (modification of software code) and program (software) maintenance unless as specified in Appendix B.
10. Training Services of any kind.
11. Disaster Restoration / Failback Services Unless expressly included in an applicable Statement of Work, services related to full restoration of Client’s systems following a disaster event (“Failback”) are excluded from this Agreement. Excluded services include, but are not limited to:
- Restoration of systems from backup to original or new permanent production infrastructure
- Data rehydration, migration, and validation
- Rebuilding, reconfiguring, or reinstalling servers, networks, or applications
- Replacement and configuration of hardware
- Any labor required to return Client’s environment from a temporary or backup state to full production operations
Such services, if requested by Client, will be performed on a time-and-materials basis at Consultant’s then-current rates unless otherwise agreed in writing.
APPENDIX A
Response and Resolution Times
The following describes the target response and resolution times for each priority level. Your Service Level Agreement (SLA):
Priority 1: Service not available (all users and functions unavailable)
Response time = Within 1 hours
Resolution time = ASAP – 4 hours
Escalation threshold = 2 hours
Priority 2: Significant degradation of service (large number of users or business critical functions heavily impacted)
Response time = Within 4 hours
Resolution time = ASAP – 8 hours
Escalation threshold = 6 hours
Priority 3: Limited degradation of service (one user down, limited number of users or functions affected, business process can continue but degraded).
Response time = Within 24 hours
Resolution time = ASAP – Best Effort
Escalation threshold = 48 hours
Priority 4: Small service degradation (business process can continue).
Response time = Within 48 hours
Resolution time = ASAP – Best Effort
Escalation threshold = 96 hours
Support Tiers
The following details and describes our Support Tier Levels:
Tier 1 Support = All support incidents begin in Tier 1, where the initial trouble ticket is created, the issue is identified and clearly documented, and basic hardware/software troubleshooting is initiated.
Tier 2 Support = All support incidents that cannot be resolved with Tier 1 Support are escalated to Tier 2, where more complex support on hardware/software issues can be provided by more experienced Engineers.
Tier 3 Support = Support Incidents that cannot be resolved by Tier 2 Support are escalated to Tier 3, where support is provided by the most qualified and experienced Engineers who have the ability to collaborate with 3rd Party (Vendor) Support Engineers to resolve the most complex issues.
Service Request Escalation Procedure
1. Support Request is Received
2. Trouble Ticket is Created
3. Issue is Identified and documented in Help Desk system
4. Issue is qualified to determine if it can be resolved through Tier 1 Support
If issue can be resolved through Tier 1 Support:
1. Level 1 Resolution - issue is worked to successful resolution
2. Quality Control –Issue is verified to be resolved to Client’s satisfaction
3. Trouble Ticket is closed, after complete problem resolution details have been updated in Help Desk system
If issue cannot be resolved through Tier 1 Support:
1. Issue is escalated to Tier 2 Support
2. Issue is qualified to determine if it can be resolved by Tier 2 Support
If issue can be resolved through Tier 2 Support:
1. Level 2 Resolution - issue is worked to successful resolution
2. Quality Control –Issue is verified to be resolved to Client’s satisfaction
3. Trouble Ticket is closed, after complete problem resolution details have been updated in Help Desk system
If issue cannot be resolved through Tier 2 Support:
1. Issue is escalated to Tier 3 Support
2. Issue is qualified to determine if it can be resolved through Tier 3 Support
If issue can be resolved through Tier 3 Support:
1. Level 3 Resolution - issue is worked to successful resolution
2. Quality Control –Issue is verified to be resolved to Client’s satisfaction
3. Trouble Ticket is closed, after complete problem resolution details have been updated in Help Desk system
If issue cannot be resolved through Tier 3 Support:
1. Issue is escalated to Onsite Support
2. Issue is qualified to determine if it can be resolved through Onsite Support
If issue can be resolved through Onsite Support:
1. Onsite Resolution - issue is worked to successful resolution
2. Quality Control –Issue is verified to be resolved to Client’s satisfaction
3. Trouble Ticket is closed, after complete problem resolution details have been updated in Help Desk system
If issue cannot be resolved through Onsite Support:
1. I.T. Manager Decision Point – request is updated with complete details of all activity performed
APPENDIX B
Service Included in maintenance:
General:
Document software and hardware changes
Test backups with restores
Real time updates of work accomplished, work in progress, etc. via ticket updates
Servers:
Manage Servers
Check print queues
Monitor all Server services
Keep Service Packs, Patches and Hotfixes current as per company policy
Monitor hard drive free space on server
Monitor Active Directory replication
Reboot servers if needed
Run defrag and chkdsk on all drives
Scheduled off time server maintenance
Determine logical directory structure, Implement, MAP, and detail
Set up and maintain groups (accounting, admin, printers, sales, warehouse, etc)
Check status of backups
Alert Client to dangerous conditions
-Memory running low
-Hard drive showing sign of failure
-Hard drive running out of disk space
-Network Cards report unusual collision activity
Clean and prune directory structure, keep efficient and active
Devices:
Manage Desktops
Manage Servers
Networks:
Check router logs
Performance Monitoring/Capacity Planning
Monitor DSU/TSU, switches, hubs and internet connectivity, and make sure everything is operational (available for SNMP manageable devices only)
Maintain office connectivity to the Internet
Security:
Check firewall logs
Confirm that antivirus virus definition auto updates have occurred
Confirm that antispyware updates have occurred
Confirm that backup has been performed on a daily basis
Create new directories, shares and security groups, new accounts, disable/delete old accounts, manage account policies
Permissions and file system management
Set up new users including login restrictions, passwords, security, applications
Monitor for unusual activity among users