SERVICE TERMS AND CONDITIONS

ALL REFERENCES TO AGREEMENT HEREIN REFER TO THE EXECUTED MANAGED SERVICES AGREEMENT MADE AND ENTERED BY AND BETWEEN GUT CONSULTING, LLC AND CLIENT AS DESIGNATED THEREIN. AS SET FORTH IN THE AGREEMENT, CLIENT ACKNOWLEDGED AND AGREED TO INCORPORATE BY REFERENCE THEREIN TO THE FOLLOWING SERVICE TERMS AND CONDITIONS:

1.0 General Coverage Provisions

1.1 Covered IT Assets and Client Locations

The covered IT Environments and IT Assets shall include all locations and IT assets as outlined in Exhibit A Summary Coverage. The specific IT Asset and location details are recorded in the Service Provider’s Remote Monitoring and Management (“RMM”) and/or Professional Services Automation (“PSA”) tools.

As set forth in the Agreement, if the Client desires to relocate, add or remove locations, the Client shall give notice to the Service Provider of its intention to relocate in writing sixty (60) days in advance. The Service Provider reserves the right to renegotiate service terms with respect to any relocation and/or addition of locations by the Client. Such right includes the right to refuse service to the IT Environment at the relocation and/or new site.

Covered Locations do not include any on-site services unless explicitly indicated. Even covered on-site services at covered locations may incur an on-site fee as detailed in Exhibit A Summary Coverage.

It is expected that changes will be made to the configuration of the IT Environment over time. Events causing such changes may include hiring of new personnel, addition of IT assets, and physical movement of components. Adjustments to the IT Assets covered by the Agreement will require an addendum to the Agreement and may adjust the monthly cost of service.

Any additional IT Assets added to the IT environment without the consent or acknowledgement of the Service Provider will not be honored or supported by the Service Provider under the Agreement. The Service Provider reserves the right to renegotiate service terms with respect to any addition of IT Assets by the Client.

It is expected that the use of auxiliary devices with covered IT assets may be necessary for Client. No support or service is included for any undocumented auxiliary devices unless detailed in Exhibit A Summary Coverage and/or Exhibit A Detailed Coverage. Any and all auxiliary devices that require coverage must meet the Service Provider’s serviceability standards, be supported and warranted by the manufacturer/vendor, and be in reasonable condition. Any coverage of auxiliary devices may adjust the monthly cost of service. It is at the sole discretion of the Service Provider to cover these devices at an agreed upon monthly rate.

1.2 Conditions for Service

The Client IT Environment is eligible for service, monitoring, and support under the Agreement provided it is in good condition and the Service Provider’s serviceability requirements/standards as defined and site environmental conditions as defined herein are met.

Minimum Standards Required for Services

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

All Servers with Microsoft Windows Operating Systems must be running Windows 2012 Server or later and have all of the latest Microsoft Service Packs and Critical Updates installed.
All Desktop PC’s and Notebooks/Laptops with Microsoft Windows Operating Systems must be running Windows 10 or later and have all of the latest Microsoft Service Packs and Critical Updates installed.
All Server and Desktop Software must be Genuine, Licensed and Vendor-Supported.
All Wireless data traffic in the environment must be securely encrypted.
All workstation and network equipment must be newer than three (3) years old and no older than five (5) years. Servers must be newer than five (5) years old and no older than eight (8) years old.

The Service Provider reserves the right to inspect the IT Environment upon the commencement of the term of the Agreement for the purpose of assessing and documenting the state of the IT Environment. Unless stated otherwise, said assessment shall be included as part of the Onboarding process outlined in Section 3.2 Service Onboarding and Review Responsibilities.

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

Coverage for existing IT Assets under the Agreement are contingent upon:

The IT Assets meet the Service Provider’s serviceability standards defined in Exhibit A Detailed Coverage.
For remote service, a covered IT Asset must have the Service Provider’s RMM agent installed and be remotely accessible over a reliable internet connection.
The IT Asset’s physical condition, physical configuration, and/or digital configuration remains economically reasonable for service.
For onsite service, the covered IT Assets are at a covered and serviceable location listed in Exhibit A Summary Coverage.

1.3 Included On-site Services

The Service Provider strives to provide remote service because it is less invasive to the end user, has faster turnaround, and helps the Service Provider control its costs. The Service Provider will offer on-site service when:

Physical movement or configuration of IT Assets is necessary
Remote accessibility is limited
Service Provider’s representative expects that an on-site repair to be faster.

The specific on-site coverages, rates, and any on-site ‘dispatch’ fees provided under the Agreement are defined in Exhibit A Summary Coverage.

The Service Provider reserves the right to refuse requests for an on-site resource when the incident can be addressed remotely with reasonable effort and involvement from the Service Provider and/or Client.

It is at the sole discretion of the Service Provider to determine if an on-site ‘dispatch’ of a Service Provider’s representative is necessary to resolve a monitor alert, service or support request.

In the event that the Client would like a representative from the Service Provider to come on-site and the Service Provider believes that the incident can be addressed remotely, on-site out of scope rates and dispatch fees as defined in Exhibit A Summary Coverage will apply.

The Client has the right to refuse any and all on-site services, even those the Service Provider determines are required to address a Client support/service request or monitor alert. In the event the Client refuses on-site services that are determined to be necessary by the Service provider, the client agrees that any and all required service levels and coverages that apply to that request under the Agreement will no longer apply.

Included services may have pre-requisites, conditions, serviceability standards, and other requirements that must be met before the service can be completely effective. The costs associated with any/all of these requirements, conditions, pre-requisites, and serviceability standards will not be covered by the Agreement unless otherwise noted herein. For the specific coverages please see the detailed coverage details in the Exhibit A Detailed Coverage Group Section.

1.4 Assured Support Managed Backup System Coverage

The Service Provider agrees to provide Client with priority service on the products registered only in Exhibit A Summary Coverage. This service provides priority response time that includes the following:

Management and Verification of data back up
- Custom Near line Disaster Recovery Plan with storage encrypted end to end
- Secured Backup and Storage on and off site of client location
Onsite backup of server assets nightly.
Backups classified as Daily, Weekly, Monthly and Yearly.
Semiannual test virtualization of data completed at offsite location.

1.5 General Coverage Exclusions

In addition to other limitations and conditions set forth in the Agreement, the Agreement does not cover any work, services, products, licenses, costs, or fees unless explicitly detailed. Any and all out of scope requests, services, or costs must be defined in a separate agreement or Addendum and are subject to the terms, conditions, and fees detailed in Exhibit A Summary Coverage.

The Agreement does not cover any costs, expenses, or fees not specified. Some uncovered costs include, but are not limited to:

The cost to bring the Client’s IT Environment up to the Service Provider’s serviceability Standards.
The cost of any IT Assets, replacement parts, equipment, or shipping charges of any kind.
The cost of any software upgrades, renewals, or licenses.
The cost of any third Party Vendor or manufacturer’s support, service fees, incident fees, assurance fees.
The cost of any and all IT Assets classified as consumables, including but not limited to: toner, ink, and service kits.
Service on parts, equipment, or software not covered by vendor manufacturer warranty or support.
Service, repair, and support made necessary by the alteration or modification of equipment other than that authorized by the Service Provider, including but not limited to configuration adjustments, software installations, upgrades, or any modifications of IT Assets made by anyone other than the Service Provider.
Any and all service, maintenance, and support for IT Assets not covered by the Agreement including but not limited to software, hardware, or infrastructure.
Travel to and from uncovered locations and covered locations where travel time and distance exceed limitations and any applicable fees will be listed in Exhibit A Summary Coverage.
Failure due to acts of God, building modifications, power failures or other adverse environmental conditions or factors.
Any and all services not defined within Exhibit A Detailed Coverage.
Project work.
The cost to repair, replace, or service IT Assets damaged accidentally or maliciously.
IT Assets with damage induced to equipment by environmental extremes, including but not limited to: water and lightning.
The cost to replace stolen or missing IT Assets.
Restoration of lost data caused by inadequate backups, uncovered or unsupported backups, systems/hardware failure is outside the scope of the Agreement.
Data is not covered and is always considered outside the scope of the Agreement.

IT Services and support can experience issues with software, applications, hardware and other IT Assets that are unexpected and uneconomic or excessively timely to address. In the event that a timely and/or economical repair is not possible the Service Provider will recommend a work-around, a replacement, an additional service, or project to alleviate the issue. The recommendation the Service Provider offers will only be covered by the Agreement if defined explicitly and may incur fees or other out of scope charges to be mutually agreed on by the Service Provider and the Client before work is completed.

The Service Provider reserves the right to claw back any and all charges or fees foregone in error. Any and all claw backed foregone charges or fees will be submitted to the Client on the first (1^st) of the month with their invoice. E.g. In the event the Service Provider discovers that a client’s support request was caused by a malicious end-user at the Client’s site after investing several hours to address the issue, that incident will not be considered covered under the Agreement and those hours will be charged to the client according to the terms and conditions specified within the Agreement.

Client approval for any and all uncovered services/incidents is necessary when the charges or fees for those services exceed five percent (5%) of the client’s covered base monthly charges, unless otherwise detailed within the Agreement.

The Client agrees to pay any and all service/incident charges that do not exceed five percent (5%) of the client’s covered base monthly charges without providing formal approval.

In the event that the Client incurs multiple individual charges that do not exceed five percent (5%) of the Client’s covered base monthly charges but collectively exceed ten percent (10%) of the Client’s base monthly service charges, Client approval becomes required for any/all additional uncovered expenses for the remainder of that service period (month).

1.6 Included Service Levels

The Service Provider strives to provide the service levels defined within the Agreement. General Service levels are defined in in Exhibit A Summary Coverage and Service Levels specific to the individual services the Service Provider is offering under the Agreement as defined within Exhibit A Detailed Coverage.

Any and all conflicting service levels or service level exceptions detailed within Exhibit A Detailed Coverage will supersede the general service levels and exceptions defined within Exhibit A Summary Coverage.

Priorities that determine the response and resolution time’s targets are defined using the following characteristics:

Business and financial exposure (Cost)
Percentage of end-users at Client affected (Impact)
How debilitating the incident is for end-user and the Client (Severity)
Is there a workaround available?

The Service Provider recognizes that some requests, even those with minimal impact or severity could be urgent for the Client or end-user. The Service Provider will provide best effort to accommodate these incidents but cannot guarantee an adjustment to the agreed upon service levels defined within the Agreement. All urgency driven prioritization of requests are at the sole discretion of the Service Provider.

The response and resolution times defined within the Agreement behave like timers (e.g. like a stop-watch) and are tracked and managed within the Service Provider’s ticketing system. The following conditions and behaviors apply to the service level response/resolution time timers:

The response and resolution time timers begin to track time when the ticket is created within the Service Provider’s ticketing system.
- Emails are not guaranteed to open tickets immediately, but they will typically be opened within ten (10) minutes of emailing.
- Opening tickets with the tray icon is the preferred and immediate method of submitting requests.
During periods when the Service Provider is working with or waiting for vendors/manufacturers, or the Client to make progress on a client request the timers are paused. The Service Provider will continue to follow up with and escalate requests with vendors, manufacturers, and/or the Client to ensure resolution of the request.
Any and all service level timers for requests that are reliant on a third party and are not within the control of the Service Provider to resolve will remain paused until the responsible party shifts back to the Service Provider.
The timers will be paused outside the covered hours defined in Exhibit A Summary Coverage

1.7 General Service Level Exceptions

Exceptions to the service levels provided as part of the Agreement are not applicable with the following situations:

In the event the Service Provider is working remotely with a Client’s end user who is not identified as the on-site technical contact and lacks the necessary technical aptitude to work with the Service Provider’s technician efficiently.
Service and support requests that that require or are resolved by organizations other than the Service Provider are excluded from any/all service levels defined within the Agreement.
All service levels defined within the Agreement are not applicable for the first ninety (90) days of the Agreement while the Service Provider works with the Client to onboard them to their services.
Service levels defined within the Agreement do not apply to any and all uncovered, out of scope, after hours, overnight, or excluded services as defined within the Agreement.
Service levels defined within the Agreement do not apply to any and all services provided on an Observed holiday as defined within the Agreement.

Service Level exceptions specific to the individual services the Service Provider is offering under the Agreement are defined within Exhibit A Detailed Coverage.

1.8 Time Bank

Time banks are established with each client. Time spent working on client issues is tracked in fifteen (15) minute increments for remote work and one (1) hour increments for onsite work. Onsite time includes drive time from the GUT Consulting office. Ticket time is reviewed quarterly to evaluate the performance of the GUT Consulting technicians as well as to ensure client requests are not excessive due to a misconfiguration or problem hardware. If a client’s time bank is exceeded in a given quarter, research will be done to ensure that GUT Consulting technicians are properly handling the situation. If there is a problem with a client’s configuration causing the issue, this will be discussed at the quarterly review. At that time, if the need to adjust the current Agreement is found to be the correct course of action, the current Agreement may be altered to include or exclude anything that is not in line with the current environment.

2.0 Service Process

2.1 Requesting Support

Any and all Client end-users are authorized to request service using the processes and provisions detailed within the Agreement unless otherwise noted herein.

General Information to Include with Request

When you call, email, or submit a request using any approved method below ensure that you include the following detailed and complete information:

Your name and location and where and how to contact you in case of a problem
A description of the problem including any error messages or actions being taken at the time the problem occurred
The impact, severity and urgency of the problem
- What is the business and financial effect? (How costly?)
- How many users is it affecting? (How impactful?)
- Can the end-user(s) remain productive or are they halted? (How severe?)
- Do the end-user(s) have a viable workaround currently?
- How urgent is the request?
Any relevant applications and versions you’re working with
Any changes made recently

Requesting Support during Regular Business Hours (8am-5pm)

Contact the Service Provider over the phone at 419-318-9809 or help@gutconsulting.com;
- Emails are not guaranteed to open tickets immediately, but they will typically be opened within (ten) 10 minutes of emailing. Using this method can delay service and service level tracking does not begin until the ticket has been opened. Using the tray icon is the preferred method of opening requests.

Requesting Support outside Regular Business Hours (5pm-8am)

Requests for support outside regular business hours or on holidays are subject to the terms, conditions, fees, and charges specified within the Agreement. The specific charges and fees will be outlined in Exhibit A Summary Coverage.

The Service Provider’s on-call resource(s) can be contacted after hours using by contacting the Service Provider at 419-318-9809. You will be forwarded to the on call cell phone. If there is no answer, you will be prompted to leave a message for the Service Provider’s after hours on call messaging system.

The service monitors that are defined as critical within Exhibit A Detailed Coverage of the Agreement, will alert the Service Provider’s on-call resources.

Once the Service Provider’s on call resource receives an after-hours request for service from the Client or an alert from a critical service monitor, they will ensure that the request is within the scope of the Agreement before proceeding. In the event that the request is not covered by the Agreement, the Service Provider’s resource will contact the after-hours Client authorized representative for approval. The Client’s authorized representatives are identified during the onboarding process and are defined in Appendix 2 of the Agreement.

The Client After-hours Representative defined within the Agreement can:

Ask the Service Provider’s resource to defer the request for regular business hours
Approve the request and any charges for out-of-scope services and support
Decline the request for out-of-scope services and support

2.2 Support Escalation Process

The Service Provider’s resources will respond, action, and/or resolve monitor alerts and support requests from the Client. The Service Provider’s representatives follow internal processes to involve higher-level representatives when necessary.

The Service Provider strives to maintain a single point of contact with the Client for every incident. Internal escalations will occur seamlessly without the involvement of the Client or the end-user. The Service Provider’s initial representative will remain the primary point of contact for the Client, until a satisfactory resolution of the Client’s request occurs unless otherwise communicated by the representative.

In the event the Client would like to escalate a support/service request they can contact the Service Provider by phone or email. The Service Provider will work with the Client to re-evaluate how the request is classified. In the event that re-evaluation does not adjust the request’s priority classification, the Service Provider will strive to accommodate the request but is only able to do so on a best effort basis. The required service level in this instance will not change even if the Service Provider’s best effort accommodation of the escalation is provided.

2.3 Service Onboarding Process

The Service Provider will begin to enable and provision the services defined within the Agreement upon execution of the Agreement. This process is referred to as “onboarding.” This process takes place over the first forty-five (45) to ninety (90) days of the relationship.

The summary of steps the Service Provider will take to provision the Client for service include, but are not limited to:

Addition of Client details to the Service Provider’s Professional Services Automation/ticketing tools and remote monitoring and management tools.
Deployment of the Service Provider’s remote monitoring and management technology to the Client’s IT Assets, to include but not limited to: Workstations and Servers.
Assessment of Client’s business, needs, pain points, and technology.
Documentation of Client’s business, needs, and technology.
Configuration of Service Provider’s tools to meet the contractual obligations defined within the Agreement.
Maintenance windows, key contacts, reporting requirements, and communication requirements are established between the Client and the Service Provider.
A scheduled business and service review is scheduled around forty-five (45) days following the execution of the Agreement.
Documentation on the support request, onboarding, and escalation process is provided to the Client.
The Service Provider’s team is brought up to speed on the Client’s environment and business.
The Client’s end-users are informed and educated on how to successfully work with the Service Provider and service expectations are shared.
The Service Provider develops and proposes a project plan to bring the Client up to the Service Provider’s current serviceability standards.
The Service Provider begins to execute any and all approved proposals to bring the Client to meet the current serviceability standards.
The Service Provider continues to work with the Client to alleviate any known or discovered pain points with the Client’s IT Assets or IT Environment.
Recurring reporting requirements are established and configured within the Service Provider’s tools.

2.4 Approving Uncovered/Out of Scope Services

The provisions and terms defined in Section 1.5 General Coverage Exclusions describe when the following process is necessary.

The Service Provider submits a quote or request to the Client’s contact(s) approver defined in Appendix 2 via email.
- The Client’s contact(s) approver approves the quote or emailed request.
  - The Service Provider provides the services or products defined within the quote.
  - The Client is invoiced for these services following the original billing schedule, which is the 15th of the month.
- The Client’s contact(s) approver decline the quote or emailed request.
  - The Service Provider provides an alternative approach or quote and if no alternative can be provided, the Service Provider will inform the Client accordingly.
    - The Client approves the alternative approach.
    - The Service Provider provides the services or products defined within the alternative approach or quote.
  - In the event that no alternative can be offered the issue will be logged and discussed during the next virtual CIO or business review meeting.

3.0 Client Responsibilities

3.1 General Responsibilities

The Client will conduct business with the Service Provider in a professional and courteous manner.
The Client will provide the Service Provider with payment for all service and support costs at the agreed interval.
The Client shall obtain and maintain any and all necessary licenses for software, IT Asset(s), or services (including cloud services) being leveraged within the Client’s IT environment(s).
The Client will provide adequate workspace and facilities for use by the Service Provider’s representatives as reasonably required by the Service Provider.
The Client shall inform the Service Provider of all health and safety rules and regulations that apply at its locations and co-operate with the Service provider to define these within Appendix 2.
The Client agrees to pay any and all agreed upon charges, fees, and/or costs upon the schedule, terms and conditions defined within the Agreement.
Client agrees to provide high-speed access to the internet and adequate electrical power, cooling, and space necessary to operate hardware and monitoring software.
Client agrees to grant access to data for the Service Provider to perform service responsibilities

3.2 Service Onboarding and Review Responsibilities

The Client, with reasonable effort, will provide all necessary, pertinent, accurate, and complete information, documentation, and knowledge that the Service Provider needs to successfully provision and provide the services detailed within the Agreement prior to the start of those services. This includes:
- Any and all documentation associated with the covered IT environment(s) and asset(s);
- Any and all software installation media for covered software and applications.
The Client agrees that maintenance window(s) must be established and honored to allow for proper maintenance of the IT environment and IT assets and further agrees to cooperate with the Service Provider to establish and agree on any and all necessary maintenance windows for the Client’s IT environment.
- Maintenance windows are defined periods during which planned outages, changes, and maintenance of production IT assets may occur. Their purpose is to allow end users to plan and prepare for times of possible disruption and/or change. Client approval is not required or sought during defined windows unless explicitly indicated otherwise, and this condition may increase monthly contractual costs. Maintenance windows and system outages are to be defined within Appendix 2.
The Client agrees that key representatives, within their business, must be established and defined within Appendix 2 of the Agreement so that the Service Provider can receive any necessary supplementary support from the Client. The supplementary support includes but is not limited to:
- Approval for charges and/or out of scope products and services quoted.
- Approval for emergency maintenance.
- Reasonable “hands-on” co-operation with the Service Provider’s service/support representative when diagnosing and addressing service requests and other issues.
  - The identified on-site technical contact will work with the Service Provider on critical issues for as long as necessary. Even though the Service Provider strives to be as minimally invasive, on-site and hands on involvement of the identified on-site technical contact will occasionally be necessary.
- Receiving updates on extended outages or unresolved issues.
- Scheduling for project and support services.
- Being informed of critical issues after hours and approving after hours service or deferring service until regular business hours.
The Client will co-operate with the Service Provider during onboarding and on a semiannual basis to evaluate backups, disaster recovery strategy, and business continuity plans to ensure that data backups are complete and adequately protect the Client’s Business.
The Client will co-operate with the Service Provider during onboarding and on a quarterly basis to review:
- The services provided by the Service Provider over the previous quarter.
- The direction of the Client’s business to ensure IT remains in alignment.
- If additional services and/or products are necessary to meet the Client’s business and IT needs.
- The state, status, and health of the Client’s IT Environment(s) and IT Asset(s).
- The continued integrity, completeness, and validity of this Service Level Agreement.

3.3 Service & Support Responsibilities

The Client will use the appropriate means of contact to request service and report issues as defined in Section 2.0 Service Process.
- The Client’s end users will not contact the Service Provider’s service/support representatives directly and will follow the process defined in Section 2.0 Service Process.
The Client will provide all pertinent information required to open a service/support request.
When opening a service/support request the Client will work with the Service Provider to accurately classify the request’s impact and severity so that its priority and SLA requirements can be accurately established.
Once a request for service/support has been successfully submitted the Client will provide reasonable availability of its representative(s) to co-operate with the Service Provider’s service/support representative(s) assigned to the request.
- The Service Provider’s service/support representatives strive to address requests without involving the Client’s end users. So long as the request can be diagnosed and addressed in a reasonable time frame without the end user’s assistance.
The Client shall allow the Service Provider access and usage rights to all relevant IT Environments and IT Assets as reasonably required by the Service Provider to provide its services and support.
In the event that the Service Provider requires the decision, approval, consent, authorization, or any other communication from the Client in order to provide any of the services (or any part thereof) described herein, the Client will be reasonably diligent to provide the same in a timely manner.
- The Service Provider is not liable or at fault for any impact(s) caused by a delay in any requested approvals from the Client. This includes but is not limited to impacts to service performance levels and requirements.
The Client will promptly notify the Service Provider of any events or incidents that could impact the services defined within the Agreement and/or any supplemental service needs.
The Client agrees to not permit any changes or modifications to be made to the covered IT Environment and IT Assets by any party other than those authorized by the Service Provider.
The Client agrees to inform the Service Provider of any modification, installation, or service performed on the covered IT Environments, listed in Exhibit A Summary Coverage, by individuals not employed by the Service Provider, including both authorized and unauthorized parties.

4.0 Service Provider Responsibilities

4.1 General Responsibilities

The Service Provider will conduct business with the Client in a professional and courteous manner.
The Service Provider shall provide reasonable effort to accommodate any changes to offered services that may be requested by the Client, and any adjustments made to the services defined within the Agreement can result in changes to the fees and charges detailed herein. Any changes to the Agreement, including adjustments to fees, are subject to the Client and Service Provider’s mutual acceptance.
The Service Provider is responsible for ensuring that it complies with any and all statutes, regulations, byelaws, standards, codes of conduct, compliances, and any other rules relevant to the provisioning of the Services defined within the Agreement.
The Service Provider will leverage several software applications to provide the Services defined within the Agreement and will attempt to comply with any and all end user license agreements which relate to those software applications.

4.2 Service and Support Responsibilities

The Service Provider will log all information from the Client required to adequately document any service, support requests, maintenance, and communications. This information includes but is not limited to; contact information, the nature of the request, the business impact and severity, and involved or impacted IT Assets.
- The Service Provider will leverage and maintain its own ticketing system, or professional services automation (“PSA”) tool, for updating, tracking, measuring, and closing Client support/service requests, maintenance responsibilities, projects, and monitor alerts.
The Service Provider will provide the Client with the services defined in Exhibit A Detailed Coverage, on the IT Assets and locations outlined in Exhibit A Summary Coverage, during the covered hours and days defined in Exhibit A Summary Coverage.
- These services will be provided remotely and at the Service Provider’s sole discretion can be provided on-site when necessary. Travel fees and out of scope rates can apply as defined in Exhibit A Summary Coverage.
- It is the responsibility of the Service Provider to meet the service level requirements and response times defined in Exhibit A Summary Coverage and Exhibit A Detailed Coverage.
- It is the responsibility of the Service Provider to ensure its resources can provide its services with reasonable skill and care.
- The Service Provider is not responsible for failure to provide the services detailed herein at defined service levels in the event that circumstances out of the Service Provider’s control impede the delivery of service, including, but not limited to, acts of God.
The Service Provider can provide the Client with out of scope services at the Service Provider’s sole discretion and capability. Out of scope fees and charges defined in Exhibit A Summary Coverage apply to any out of scope services provided.
It is the responsibility of the Service Provider to notify the Client of any scheduled or unscheduled emergency maintenance.
It is the responsibility of the Service Provider to keep the Client’s end users up to date on any unresolved service and support requests from them.
- Emails, calls, chats and other communications will be leveraged to keep the end users reasonably up to date. The frequency of these communications are defined in Exhibit A Detailed Coverage.
The Service Provider will attempt to resolve service and support requests from the Client remotely, without interrupting the end user, unless otherwise requested by the Client when submitting a request.
The Service Provider will attempt to resolve service and support requests from the Client over the phone on the first call, when unable to resolve the request without interrupting the Client’s end user.
The Service Provider will escalate support requests to the next level of internal support within the Service Provider’s organization upon approach of established resolution targets defined in Exhibit A Summary Coverage and Exhibit A Detailed Coverage.
- The Service Provider will attempt to maintain the initial technician as the primary contact for the Client throughout the escalated support process. The higher level teams will partner with the initial contact to troubleshoot, diagnose, and resolve the request. The goal of this process is to provide the Client’s end users a single point of contact for each request.
The Service Provider will obtain the Client’s approval before closing any support or service request tickets.

Terms of Service

1.0 General Coverage Provisions

1.6 Included Service Levels

1.7 General Service Level Exceptions

1.8 Time Bank