The following items found in the Agreement below may be adjusted, changed, updated, or corrected without an official revision or notification to Client.
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Terms of Service
Onyst.IT Managed Services Agreement ("Agreement")
Last revised 1/1/2020
1. Initial Agreement Definitions
Service Provider
Service Provider
- SKAGEN TECHNOLOGY, LLC., a Washington Limited Liability Company, doing business as any of its legally registered trade names.
- a legal entity or person who is engaged in business with Service Provider who is submitting agreement to these terms by act of payment or acceptance of service when Agreement is referenced on an invoice or written correspondence.
2. Term of Agreement
This Agreement between Client and Service Provider, is effective upon the date service begins or payment occurs (whichever is soonest) and shall remain indefinitely, and may be reviewed quarterly to address any necessary adjustments or modifications on a per-Client basis. Should additional devices, users, equipment, or any other unit of measurement need to be adjusted that affects Client’s monthly paid fees, Service Provider will make the necessary adjustments and make note on the invoice of such changes. Client should respond within 30 days if they oppose such modification. Such modifications are necessary from time to time, or as Client grows (e.g., adds more computers, servers, devices, equipment, employees, services, etc.), or as Service Provider deems necessary to cover costs of doing business. Service Provider will act within the scope of reasonableness when making such modifications to pricing. The modifying or adjusting of the monthly fees paid are lasting for the duration of this Agreement. Your monthly fee may be decreased or discounted at the sole discretion of Service Provider. Removal or termination of employees does not terminate your responsibility of payment for services attached with that user or device. Pricing and any modifications or adjustments are lasting for the duration of this Agreement unless negotiated and agreed to by the Client and Service Provider in advance (e.g., seasonal elasticity for call centers, seasonal employees, temporary workers, etc). Discounts, if offered, are therefore also lasting for the duration of this Agreement unless explicitly indicated on the invoice or proposal that it is for a set duration. This Agreement remains perpetually unless either party gives the other ninety (90) days prior written notice of its intent not to renew this Agreement, assuming the Minimum Agreement Length requirement (specified in writing on a signed proposal, email, or noted at the footer of an invoice) has been met. In the event the Minimum Agreement Length is not met, Client will be responsible for Early Termination Fees as outlined in Client proposal or invoice(s).
This Agreement between Client and Service Provider, is effective upon the date service begins or payment occurs (whichever is soonest) and shall remain indefinitely, and may be reviewed quarterly to address any necessary adjustments or modifications on a per-Client basis. Should additional devices, users, equipment, or any other unit of measurement need to be adjusted that affects Client’s monthly paid fees, Service Provider will make the necessary adjustments and make note on the invoice of such changes. Client should respond within 30 days if they oppose such modification. Such modifications are necessary from time to time, or as Client grows (e.g., adds more computers, servers, devices, equipment, employees, services, etc.), or as Service Provider deems necessary to cover costs of doing business. Service Provider will act within the scope of reasonableness when making such modifications to pricing. The modifying or adjusting of the monthly fees paid are lasting for the duration of this Agreement. Your monthly fee may be decreased or discounted at the sole discretion of Service Provider. Removal or termination of employees does not terminate your responsibility of payment for services attached with that user or device. Pricing and any modifications or adjustments are lasting for the duration of this Agreement unless negotiated and agreed to by the Client and Service Provider in advance (e.g., seasonal elasticity for call centers, seasonal employees, temporary workers, etc). Discounts, if offered, are therefore also lasting for the duration of this Agreement unless explicitly indicated on the invoice or proposal that it is for a set duration. This Agreement remains perpetually unless either party gives the other ninety (90) days prior written notice of its intent not to renew this Agreement, assuming the Minimum Agreement Length requirement (specified in writing on a signed proposal, email, or noted at the footer of an invoice) has been met. In the event the Minimum Agreement Length is not met, Client will be responsible for Early Termination Fees as outlined in Client proposal or invoice(s).
- In the event Client has not fulfilled their Minimum Agreement Length, this Agreement still may be terminated by the Client upon ninety (90) days written notice without penalty under certain conditions. When Service Provider:
- Fails to fulfill in any material respect its obligations under this Agreement and does not cure such failure within ninety (90) days of receipt of such written notice.
- Breaches any material term or condition of this Agreement and fails to remedy such breach within ninety (90) days of receipt of such written notice.
- Terminates or suspends its business operations, unless it is succeeded by a permitted assignee under this Agreement through legal acquisition.
- If either party terminates this Agreement, Service Provider will assist Client in the orderly termination of services, including timely transfer of the services to another designated provider. Client agrees to pay Service Provider costs of rendering such assistance. Costs could include but are not limited to: Training, data transfer, license transfers or equipment de-installation, transportation/mileage, consulting, early termination fees from vendors Service Provider uses to fulfill its services to Client.
- Client agrees that Service Provider may assign, delegate, and subcontract services to third party contractors and vendors approved by Service Provider.
3. Fees and Payment Schedule
Fees and applicable taxes will be invoiced to Client on a monthly-basis, and will become due and payable on the first day of each month unless otherwise arranged at the sole discretion of Service Provider. All services, including but not limited to network and internet accessibility, may be suspended if payment is not received within 20 days following invoice due date. Service Provider is not responsible for any tangible or intangible damages to Client resulting from legal actions taken in response to non-payment. Offsite backup may be included as noted on Client proposal or footer of Client invoice. Additional data will be billed out at $0.30 per gigabyte per month beyond included amount of storage. At sole discretion of Service Provider, included amount may be increased free of charge as Client grows. If client at any time wishes to pay via credit or debit card, Client will be subject to a 3% surcharge on corresponding payments. Service Provider requests that the method of payment be ACH (electronic fund transfer) for all transactions. A valid debit or credit card AND bank account is required to be on file for the during of this agreement. I authorize Service Provider to electronically debit my account(s) for all balances that are due and, as necessary, electronically credit my account(s) to correct erroneous debits. This payment agreement shall remain indefinitely until termination is received in writing. It shall survive termination for past debts that are due and payable. In the event ACH results in a reversal due to non-sufficient funds, Service Provider will secure funds on an as-needed basis using any debit or credit card on file and will re-try payment via ACH after consulting with the appropriate department or person of Client responsible for billing or accounts payable.
It is understood that any and all services requested by Client that fall outside of the monetary terms of this Agreement will be considered Projects, and will be quoted and billed as separate individual services.
Fees and applicable taxes will be invoiced to Client on a monthly-basis, and will become due and payable on the first day of each month unless otherwise arranged at the sole discretion of Service Provider. All services, including but not limited to network and internet accessibility, may be suspended if payment is not received within 20 days following invoice due date. Service Provider is not responsible for any tangible or intangible damages to Client resulting from legal actions taken in response to non-payment. Offsite backup may be included as noted on Client proposal or footer of Client invoice. Additional data will be billed out at $0.30 per gigabyte per month beyond included amount of storage. At sole discretion of Service Provider, included amount may be increased free of charge as Client grows. If client at any time wishes to pay via credit or debit card, Client will be subject to a 3% surcharge on corresponding payments. Service Provider requests that the method of payment be ACH (electronic fund transfer) for all transactions. A valid debit or credit card AND bank account is required to be on file for the during of this agreement. I authorize Service Provider to electronically debit my account(s) for all balances that are due and, as necessary, electronically credit my account(s) to correct erroneous debits. This payment agreement shall remain indefinitely until termination is received in writing. It shall survive termination for past debts that are due and payable. In the event ACH results in a reversal due to non-sufficient funds, Service Provider will secure funds on an as-needed basis using any debit or credit card on file and will re-try payment via ACH after consulting with the appropriate department or person of Client responsible for billing or accounts payable.
It is understood that any and all services requested by Client that fall outside of the monetary terms of this Agreement will be considered Projects, and will be quoted and billed as separate individual services.
4. Taxes and Currency
It is understood that any Federal, State or Local Taxes applicable shall be added to each invoice for services or materials rendered under this Agreement. Client shall pay any such taxes unless a valid exemption certificate is furnished to Service Provider for the state of use.
The currency received by Service Provider of Client shall be the United States dollar (USD).
It is understood that any Federal, State or Local Taxes applicable shall be added to each invoice for services or materials rendered under this Agreement. Client shall pay any such taxes unless a valid exemption certificate is furnished to Service Provider for the state of use.
The currency received by Service Provider of Client shall be the United States dollar (USD).
5. Coverage
Remote help desk and Vendor Management of Client’s IT networks will be provided to the Client by Service Provider between the hours of 9:00 am – 6:00 pm Monday through Friday, excluding public holidays unless Client proposal or invoice indicates alternate hours for help desk. All services qualifying under these conditions, as well as Services that fall outside this scope will fall under the provisions of Appendix A.
Support and Escalation
Service Provider will respond to Client’s Trouble Tickets under the provisions of Appendix A, and with best effort after hours or on holidays. Trouble Tickets must be opened via email ([email protected]) or by phone (425-243-2079). Other modes of communication may not be answered. It is the duty of the Client to use the methods of communication that are prescribed and outlined in this Agreement to ensure Service Provider is properly informed of each support request. Each email or 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 9:00 am – 6:00 pm Monday through Friday, excluding public holidays, shall be subject to provisions of Appendix A.
Limitation of Liability
IN NO EVENT SHALL SERVICE PROVIDER, ITS EMPLOYEES, SUPPLIERS, PARTNERS, VENDORS OR CONTRACTORS (HEREIN REFERRED TO AS AGENTS) BE HELD LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING UNDER THIS CONTRACT (TANGIBLE OR INTANGIBLE), INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS OR REVENUE, LOSS OF USE OF EQUIPMENT, LOST DATA, COSTS OF SUBSTITUTE EQUIPMENT, OR OTHER COSTS.
SERVICE PROVIDER OR ITS AGENTS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, ECONOMIC OR PROPERTY DAMAGES WHATSOEVER (INCLUDING ANY DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA OR OTHER PECUNIARY LOSS) ARISING OUT OF THIS AGREEMENT.
SERVICE PROVIDER OR ITS AGENTS SHALL NOT BE HELD LIABLE FOR ANY ERRORS OR OMISSIONS.
THESE LIMITATIONS ARE INTENDED TO PROVIDE PROTECTION FOR SERVICE PROVIDER AND ITS AGENTS TO THE FULL EXTENT OF THE LAW. SERVICE PROVIDER AND ITS AGENTS INTEND FOR NO LIABILITY WITH RESPECT TO THE OBLIGATIONS UNDER THIS AGREEMENT. THESE LIMITATIONS INCLUDE, BUT ARE NOT LIMITED TO, WORK STOPPAGES, POWER OUTAGES, VIRUSES, AND ALL OTHER UNFORSEEABLE ACTIONS, INACTIONS OR EVENTS. THIS PROVISION INTENDS TO LIMIT THE LIABILITY OF THE SERVICE PROVIDER AND ITS AGENTS TO ALL CAUSES OF ACTION OR INACTION INCLUDING, BUT NOT LIMITED TO, BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATIONS, AND ALL OTHER TORTS.
Indemnification
Client hereby releases, indemnifies, defends, and holds harmless and agrees to reimburse Service Provider from any liability, costs (including reasonable attorney's fees and costs including expert fees), expenses, payments or claims resulting from acts or omissions of the Client, its employees, agents, assigns, or heirs.
Service Disclaimer
Client grants Service Provider and its Agents authorization to view all data, content, and intellectual property during the execution of Service Provider duties. Client also authorizes Service Provider and its Agents to delete, change, and/or rewrite any necessary information to complete system repairs or improvements.
Confidentiality
Service Provider and its Agents may use Client information as necessary to provide (or consistent with providing) the contracted services, and will use best efforts to protect against unauthorized use or disclosure.
Remote help desk and Vendor Management of Client’s IT networks will be provided to the Client by Service Provider between the hours of 9:00 am – 6:00 pm Monday through Friday, excluding public holidays unless Client proposal or invoice indicates alternate hours for help desk. All services qualifying under these conditions, as well as Services that fall outside this scope will fall under the provisions of Appendix A.
Support and Escalation
Service Provider will respond to Client’s Trouble Tickets under the provisions of Appendix A, and with best effort after hours or on holidays. Trouble Tickets must be opened via email ([email protected]) or by phone (425-243-2079). Other modes of communication may not be answered. It is the duty of the Client to use the methods of communication that are prescribed and outlined in this Agreement to ensure Service Provider is properly informed of each support request. Each email or 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 9:00 am – 6:00 pm Monday through Friday, excluding public holidays, shall be subject to provisions of Appendix A.
Limitation of Liability
IN NO EVENT SHALL SERVICE PROVIDER, ITS EMPLOYEES, SUPPLIERS, PARTNERS, VENDORS OR CONTRACTORS (HEREIN REFERRED TO AS AGENTS) BE HELD LIABLE FOR INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING UNDER THIS CONTRACT (TANGIBLE OR INTANGIBLE), INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS OR REVENUE, LOSS OF USE OF EQUIPMENT, LOST DATA, COSTS OF SUBSTITUTE EQUIPMENT, OR OTHER COSTS.
SERVICE PROVIDER OR ITS AGENTS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, ECONOMIC OR PROPERTY DAMAGES WHATSOEVER (INCLUDING ANY DAMAGES FOR LOSS OF BUSINESS PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA OR OTHER PECUNIARY LOSS) ARISING OUT OF THIS AGREEMENT.
SERVICE PROVIDER OR ITS AGENTS SHALL NOT BE HELD LIABLE FOR ANY ERRORS OR OMISSIONS.
THESE LIMITATIONS ARE INTENDED TO PROVIDE PROTECTION FOR SERVICE PROVIDER AND ITS AGENTS TO THE FULL EXTENT OF THE LAW. SERVICE PROVIDER AND ITS AGENTS INTEND FOR NO LIABILITY WITH RESPECT TO THE OBLIGATIONS UNDER THIS AGREEMENT. THESE LIMITATIONS INCLUDE, BUT ARE NOT LIMITED TO, WORK STOPPAGES, POWER OUTAGES, VIRUSES, AND ALL OTHER UNFORSEEABLE ACTIONS, INACTIONS OR EVENTS. THIS PROVISION INTENDS TO LIMIT THE LIABILITY OF THE SERVICE PROVIDER AND ITS AGENTS TO ALL CAUSES OF ACTION OR INACTION INCLUDING, BUT NOT LIMITED TO, BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATIONS, AND ALL OTHER TORTS.
Indemnification
Client hereby releases, indemnifies, defends, and holds harmless and agrees to reimburse Service Provider from any liability, costs (including reasonable attorney's fees and costs including expert fees), expenses, payments or claims resulting from acts or omissions of the Client, its employees, agents, assigns, or heirs.
Service Disclaimer
Client grants Service Provider and its Agents authorization to view all data, content, and intellectual property during the execution of Service Provider duties. Client also authorizes Service Provider and its Agents to delete, change, and/or rewrite any necessary information to complete system repairs or improvements.
Confidentiality
Service Provider and its Agents may use Client information as necessary to provide (or consistent with providing) the contracted services, and will use best efforts to protect against unauthorized use or disclosure.
6. Additional Maintenance Services
Hardware/System Support
Service Provider shall provide support of all hardware and systems specified in Client proposal or invoice, these shall hereinafter be called "Covered Devices", provided that all Software is Genuine, Currently Licensed, and Vendor-Supported. Should any hardware or systems fail to meet these provisions, they will be EXCLUDED from this Service Agreement (no longer a Covered Device) or be subject to additional costs (in order to REMAIN a Covered Device). 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 verbal authorization to incur them. Client may provide Service Provider a credit card to use directly with 3rd Party Vendor(s). Service Provider may retain credit card securely in an encrypted manner for future use with verbal consent of Client to store it.
Monitoring Services
Service Provider will provide ongoing monitoring and security services of all critical Covered Devices. Service Provider will provide quarterly 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 a reasonable attempt to rectify the condition in a timely manner through remote means. If remote means are unsuccessful, then onsite means may be scheduled at Service Provider discretion and availability.
Hardware/System Support
Service Provider shall provide support of all hardware and systems specified in Client proposal or invoice, these shall hereinafter be called "Covered Devices", provided that all Software is Genuine, Currently Licensed, and Vendor-Supported. Should any hardware or systems fail to meet these provisions, they will be EXCLUDED from this Service Agreement (no longer a Covered Device) or be subject to additional costs (in order to REMAIN a Covered Device). 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 verbal authorization to incur them. Client may provide Service Provider a credit card to use directly with 3rd Party Vendor(s). Service Provider may retain credit card securely in an encrypted manner for future use with verbal consent of Client to store it.
Monitoring Services
Service Provider will provide ongoing monitoring and security services of all critical Covered Devices. Service Provider will provide quarterly 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 a reasonable attempt to rectify the condition in a timely manner through remote means. If remote means are unsuccessful, then onsite means may be scheduled at Service Provider discretion and availability.
7. Suitability of Existing Environment
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:
Chronically Failing Equipment or No Longer Meets Minimum Standards Requirements
Experience has shown equipment belonging to the client which has initially passed Minimum Standards Requirements for service can reveal itself to become chronically failing or no longer meeting Minimum Standards. This means that the equipment repeatedly breaks down and consistently causes user and business interruption even though repairs are accomplished, or Service Provider in its sole discretion has changed the Minimum Standards Requirements. Should either occur, Client agrees to work constructively and positively with Service Provider to replace the equipment at additional cost within 90 days.
Equipment and Repossession Agreement
Client agrees that all leased equipment listed on Client proposal or invoice(s), herein called “Service Provider Equipment”, will remain sole property of Service Provider which retains a 100% security interest. Client will not attempt to sell, resale, tamper, troubleshoot, repair, move, add, etc. to this equipment without written permission of Service Provider. Should this Agreement be terminated by either party, client agrees to return all Service Provider Equipment to Service Provider within 10 days after the final cancellation date, or if Client is acquired, 20 days after acquisition.
Client further acknowledges and gives permission to Service Provider to take possession of Service Provider Equipment from the location in which it resides in the event of contract termination after 10 day grace period, and agrees to compensate Service Provider for expenses accrued during the recovery in addition to ALL amounts owing under the balance of the agreement.
Client agrees and understands that Service Provider Equipment is to be maintained completely by Service Provider. Any tampering, repair attempt or service completed by another party on Service Provider Equipment could result in the immediate termination of this agreement with a $2500 penalty per occurrence per piece of Service Provider Equipment.
Client agrees to make all logical and earnest attempts to keep Service Provider Equipment safe, secure and protected while in their possession. Client agrees to keep current insurance on Service Provider Equipment while in their possession and list Service Provider as an additional loss payee. Client will provide proof thereof to Service Provider that Service Provider is listed as an additional loss payee by providing a current copy of its insurance declaration sheet showing Service Provider as a loss payee specifically covering mobile equipment or a comparable coverage authorized by Service Provider. Client further agrees to be responsible for any and all costs for the repair or replacement of Service Provider Equipment while in their possession should it be (a) damaged or, (b) repaired by an unauthorized party (in addition to any penalty amount assessed).
Should Client default, Client grants permission to enter their premises at any time to remove all Service Provider Equipment, and all efforts to recover such property will be deemed consensual and not a trespass. This Agreement may NOT be revoked. Client agrees to fully cooperate and will not interfere in any way, including but not limited to involving law enforcement. Client acknowledges that the hardware provided under this agreement belongs to Service Provider, which retains a 100% Security Interest, and Service Provider may repossess without notice upon breach of this Agreement by Client.
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 Server 2012 R2 or later, and have all 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 Professional or later, and have all the latest Microsoft® Service Packs and Critical Updates installed.
- All Server and Desktop Software must be Genuine, Licensed and Vendor-Supported.
- All components of the environment must have a currently licensed, up-to-date and Vendor-Supported Managed Antivirus Solution protecting all Servers, Desktops, Notebooks/Laptops, and Email. Service Provider will provide this as necessary.
- 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. Service Provider will provide this as necessary.
- The environment must have a currently licensed, Vendor-Supported Hardware or Datacenter-based (traffic tunnel) Firewall between the Internal Network and the Internet.
- All Wireless data traffic in the environment must be securely encrypted.
- There must be an outside (public) static IP address to allow VPN access and port forwarding.
- Any additional equipment listed in the proposal or that has been or will be discussed with the Client that is currently missing from the Client environment.
Chronically Failing Equipment or No Longer Meets Minimum Standards Requirements
Experience has shown equipment belonging to the client which has initially passed Minimum Standards Requirements for service can reveal itself to become chronically failing or no longer meeting Minimum Standards. This means that the equipment repeatedly breaks down and consistently causes user and business interruption even though repairs are accomplished, or Service Provider in its sole discretion has changed the Minimum Standards Requirements. Should either occur, Client agrees to work constructively and positively with Service Provider to replace the equipment at additional cost within 90 days.
Equipment and Repossession Agreement
Client agrees that all leased equipment listed on Client proposal or invoice(s), herein called “Service Provider Equipment”, will remain sole property of Service Provider which retains a 100% security interest. Client will not attempt to sell, resale, tamper, troubleshoot, repair, move, add, etc. to this equipment without written permission of Service Provider. Should this Agreement be terminated by either party, client agrees to return all Service Provider Equipment to Service Provider within 10 days after the final cancellation date, or if Client is acquired, 20 days after acquisition.
Client further acknowledges and gives permission to Service Provider to take possession of Service Provider Equipment from the location in which it resides in the event of contract termination after 10 day grace period, and agrees to compensate Service Provider for expenses accrued during the recovery in addition to ALL amounts owing under the balance of the agreement.
Client agrees and understands that Service Provider Equipment is to be maintained completely by Service Provider. Any tampering, repair attempt or service completed by another party on Service Provider Equipment could result in the immediate termination of this agreement with a $2500 penalty per occurrence per piece of Service Provider Equipment.
Client agrees to make all logical and earnest attempts to keep Service Provider Equipment safe, secure and protected while in their possession. Client agrees to keep current insurance on Service Provider Equipment while in their possession and list Service Provider as an additional loss payee. Client will provide proof thereof to Service Provider that Service Provider is listed as an additional loss payee by providing a current copy of its insurance declaration sheet showing Service Provider as a loss payee specifically covering mobile equipment or a comparable coverage authorized by Service Provider. Client further agrees to be responsible for any and all costs for the repair or replacement of Service Provider Equipment while in their possession should it be (a) damaged or, (b) repaired by an unauthorized party (in addition to any penalty amount assessed).
Should Client default, Client grants permission to enter their premises at any time to remove all Service Provider Equipment, and all efforts to recover such property will be deemed consensual and not a trespass. This Agreement may NOT be revoked. Client agrees to fully cooperate and will not interfere in any way, including but not limited to involving law enforcement. Client acknowledges that the hardware provided under this agreement belongs to Service Provider, which retains a 100% Security Interest, and Service Provider may repossess without notice upon breach of this Agreement by Client.
8. Excluded Services
Service rendered under this Agreement does not include:
Service rendered under this Agreement does not include:
- Parts, equipment or software for Client’s systems which are not covered by Service Provider warranty or support.
- The cost of any Software, Licensing, or Software Renewal or Upgrade Fees of any kind.
- The cost of any 3rd Party Vendor or Manufacturer Support or Incident Fees of any kind.
- The cost to bring Client’s environment up to minimum standards required for services.
- Failure due to acts of God, building modifications, power failures, service outages, 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.
- Maintenance of Application software packages, whether acquired from Service Provider or any other source unless as specified in Appendix A.
- Programming (modification of software code) and program (software) maintenance unless as specified in Appendix A.
- Training Services of any kind unless directly specified.
- This agreement does not include replacement of or parts required for repairs on printers, screens or peripherals, (PDA’s, Point of Sale Scanners, Digital Cameras, Cell Phones, Blackberry’s, Smartphones, Tablets, nor any other specialized accessory or hardware).
- Transportation labor and surcharge for delivery (or postage cost) of or for a Vendor-Supported hardware item that is under warranty to a Vendor-Authorized repair facility.
- Consumables such as printer maintenance kits, toner, ink, batteries, paper, etc. are not included or covered under this service agreement and will be invoiced separately.
9. Miscellaneous
This agreement shall be governed by, construed, and enforced in accordance with the laws of the State of Washington. Jurisdiction and venue shall exclusively lie in the County of King. It constitutes an Agreement between Client and Service Provider for all services rendered. This agreement can be modified at any time through revision of the publicly posted terms available at the website address: ony.st/tos. Service Provider shall notify the Client 30 days before the new terms take affect via email or other written method. It shall not be required that Client confirm receipt of the new terms. Continued choice of Client to do business with Service Provider shall indicate acceptance of all current and future terms of this Agreement.
If any collection action, litigated or otherwise, is necessary to enforce the terms of this agreement, Service Provider shall be entitled to reasonable attorneys’ fees and costs in addition to any other relief to which it may be entitled. Both the individual signing the personal guarantee and the company shall be jointly and severally liable for any costs of collection.
Failure by either party at any time to require performance by the other party of any of the provisions of this Agreement will in no way affect the party’s right hereunder to enforce the same, nor will any waiver by either party of any breach hereof be held to be a waiver of any succeeding breach, or a waiver of this non-waiver clause.
If any provision in this agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions shall nevertheless continue in full force without being impaired or invalidated in any way.
Service Provider is not responsible for failure to render services due to circumstances beyond its control including, but not limited to, acts of God.
Service provider will require 24/7/365 access to all buildings, offices, and spaces. Client is responsible for issuing all necessary keys, alarm codes, access codes, and instructions for access.
IN ADDITION, Client must agree to additional agreements with certain 3rd Parties in order to be agreeable to THIS Agreement.
Client certifies they have reviewed the Microsoft Customer Agreement (available at the website address: ony.st/msft) and have read it and agree to it in its entirety.
Client certifies they have reviewed the OmniNet Service Agreement (available at the website address: ony.st/omninet) and have read it and agree to it in its entirety.
This agreement shall be governed by, construed, and enforced in accordance with the laws of the State of Washington. Jurisdiction and venue shall exclusively lie in the County of King. It constitutes an Agreement between Client and Service Provider for all services rendered. This agreement can be modified at any time through revision of the publicly posted terms available at the website address: ony.st/tos. Service Provider shall notify the Client 30 days before the new terms take affect via email or other written method. It shall not be required that Client confirm receipt of the new terms. Continued choice of Client to do business with Service Provider shall indicate acceptance of all current and future terms of this Agreement.
If any collection action, litigated or otherwise, is necessary to enforce the terms of this agreement, Service Provider shall be entitled to reasonable attorneys’ fees and costs in addition to any other relief to which it may be entitled. Both the individual signing the personal guarantee and the company shall be jointly and severally liable for any costs of collection.
Failure by either party at any time to require performance by the other party of any of the provisions of this Agreement will in no way affect the party’s right hereunder to enforce the same, nor will any waiver by either party of any breach hereof be held to be a waiver of any succeeding breach, or a waiver of this non-waiver clause.
If any provision in this agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions shall nevertheless continue in full force without being impaired or invalidated in any way.
Service Provider is not responsible for failure to render services due to circumstances beyond its control including, but not limited to, acts of God.
Service provider will require 24/7/365 access to all buildings, offices, and spaces. Client is responsible for issuing all necessary keys, alarm codes, access codes, and instructions for access.
IN ADDITION, Client must agree to additional agreements with certain 3rd Parties in order to be agreeable to THIS Agreement.
Client certifies they have reviewed the Microsoft Customer Agreement (available at the website address: ony.st/msft) and have read it and agree to it in its entirety.
Client certifies they have reviewed the OmniNet Service Agreement (available at the website address: ony.st/omninet) and have read it and agree to it in its entirety.
Appendix A
A1. Response and Resolution Times
The following table shows the targets of response and resolution times for each priority level:
The following table shows the targets of response and resolution times for each priority level:
|
Trouble |
Priority |
Response time* |
Resolution time |
Escalation threshold |
|
Service not available (all users and functions unavailable). |
1 |
ASAP – Best Effort |
ASAP – Best Effort |
4 hours |
|
Significant degradation of service (large number of users or business critical functions affected) |
2 |
ASAP – Best Effort |
ASAP – Best Effort |
12 hours |
|
Limited degradation of service (limited number of users or functions affected, business process can continue). |
3 |
ASAP – Best Effort |
ASAP – Best Effort |
48 hours |
|
Small service degradation (business process can continue, one user affected). |
4 |
ASAP – Best Effort |
ASAP – Best Effort |
96 hours |
* our response time target is within 2 business days
A2. Support Tiers
There are 3 different Support Tier levels.
A2. Support Tiers
There are 3 different Support Tier levels.
|
Tier 1 Support
All support incidents begin in Tier 1, where the initial trouble ticket is created, and 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. |
A3. Service Request Escalation Procedure
If issue can be resolved through Tier 1 Support:
If issue cannot be resolved through Tier 1 Support:
If issue can be resolved through Tier 2 Support:
If issue cannot be resolved through Tier 2 Support:
If issue can be resolved through Tier 3 Support:
If issue cannot be resolved through Tier 3 Support:
If issue can be resolved through Onsite Support:
- Support Request is Received
- Trouble Ticket is Created
- Issue is Identified and documented in Help Desk system
- Issue is qualified to determine if it can be resolved through Tier 1 Support
If issue can be resolved through Tier 1 Support:
- Level 1 Resolution - issue is worked to successful resolution
- Quality Control –Issue is verified to be resolved
- 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:
- Issue is escalated to Tier 2 Support
- Issue is qualified to determine if it can be resolved by Tier 2 Support
If issue can be resolved through Tier 2 Support:
- Level 2 Resolution - issue is worked to successful resolution
- Quality Control –Issue is verified to be resolved
- 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:
- Issue is escalated to Tier 3 Support
- Issue is qualified to determine if it can be resolved through Tier 3 Support
If issue can be resolved through Tier 3 Support:
- Level 3 Resolution - issue is worked to successful resolution
- Quality Control –Issue is verified to be resolved
- 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:
- Issue is escalated to Onsite Support
- Issue is qualified to determine if it can be resolved through Onsite Support
If issue can be resolved through Onsite Support:
- Onsite Resolution - issue is worked to successful resolution
- Quality Control –Issue is verified to be resolved
- Trouble Ticket is closed, after complete problem resolution details have been updated in Help Desk system
A4. Service Rates (Last Updated: Q2/2024)
Time Zones Effective Dates:
Standard hourly rates are as follows:
Standard flat-rate charges are as follows:
All cyber security-related issues require a $10,000 Initial Retainer payable prior to any remediation with the following remediation labor (and other potential costs) to be deducted from the retained balance:
Exhaustion of the initial retainer shall require an additional retainer of an appropriate to-be-determined amount. If there is any unused balance, it will be credited 30 days after verified remediation to the account balance for use on future invoices/services. Otherwise, all retainer payments are nonrefundable.
Service Provider reserves right to modify rates on a per-client basis or per-job basis and may revoke such modifications at any time and revert to these published rates.
All on-site service is billed at a 2-hour minimum. Remote service is billed at a 30-minute minimum. All service is billed in 15 minute increments.
Time Zones Effective Dates:
- 3/10/2024 (UTC-07:00 PDT)
- 11/3/2024 (UTC-08:00 PST)
- 3/9/2025 (UTC-07:00 PDT)
- 11/2/2025 (UTC-08:00 PST)
- 3/8/2026 (UTC-07:00 PDT)
- 11/1/2026 (UTC-08:00 PST)
Standard hourly rates are as follows:
- $200/hour between the hours of 9am-6pm Monday through Friday
- $400/hour between the hours of 6pm-Midnight Monday through Friday
- $500/hour all other times
Standard flat-rate charges are as follows:
- $450 Flat-Rate PC Setup & Transfer (Includes Secure Asset Disposal)
- On-Site - Free Haul-Away eCycle/Disposal
- Remote - Free Mail-In eCycle/Disposal
- On-Site - Free Haul-Away eCycle/Disposal
All cyber security-related issues require a $10,000 Initial Retainer payable prior to any remediation with the following remediation labor (and other potential costs) to be deducted from the retained balance:
- $500/hour between the hours of 9am-6pm Monday through Friday
- $1000/hour all other times
Exhaustion of the initial retainer shall require an additional retainer of an appropriate to-be-determined amount. If there is any unused balance, it will be credited 30 days after verified remediation to the account balance for use on future invoices/services. Otherwise, all retainer payments are nonrefundable.
Service Provider reserves right to modify rates on a per-client basis or per-job basis and may revoke such modifications at any time and revert to these published rates.
All on-site service is billed at a 2-hour minimum. Remote service is billed at a 30-minute minimum. All service is billed in 15 minute increments.