General Terms and Conditions

 

1. Agreement Overview

 

This document is a Service Level Agreement ("SLA" or "Agreement") between End 2 End Managed Services (Service Provider) and End 2 End Managed Services, LLC (Customer) for the provision of IT services to support and maintain a company's corporate network. This Agreement is valid for Thirty-Six (36) Months from the approval date, which is ("Contract Date"). It outlines the specific parameters of all IT services covered and does not override current processes and procedures unless explicitly stated.

 

2. Goals & Objectives

 

The purpose of this agreement is to ensure that all necessary elements and commitments are in place to consistently provide IT service support and delivery to the customer by the service provider. The goal of this agreement is to establish mutual understanding for IT service provision between the service provider and the customer. The objectives of this agreement are to:

 

- Clearly define service ownership, accountability, roles, and responsibilities.

- Provide a clear, concise, and measurable description of service provision to the customer.

- Align expectations of expected service provision with the actual service support and delivery.

- Present a price schedule of services.

 

3. Stakeholders

 

The agreement will be based on the following service providers and customers, who are the primary stakeholders associated with this SLA:

- IT Service Provider: End 2 End Managed Services ("Provider")

- IT Customer: End 2 End Managed Services, LLC ("Customer")

 

4. Periodic Review

 

The agreement is valid from the Effective Date outlined and lasts for thirty-six (36) months. The agreement should be reviewed at least once per fiscal year. If no review is conducted during any specified period, the current agreement will remain in effect.

 

5. Service Agreement

 

The Service Provider is responsible for the following detailed service parameters in the ongoing support of this Agreement.

 

5.1. Service Scope

 

The services and equipment listed in the quote are covered for a monthly fee, along with a one-time on-boarding fee. The equipment refers to the number of devices specified in the quote. Out-of-warranty equipment will be addressed as necessary, and any equipment or services not covered under manufacturer warranty may be repaired or replaced at the customer's expense.

 

If your agreement includes data backup and retention, it will be billed monthly on a per 1 Terabyte (TB) increment basis. Please note that this quote is an estimate based on our understanding of your requirements as of the date of this agreement and may change as your data storage needs change.

 

Additionally:

- Support for the equipment, as specified in the quote, is included in this agreement.

- Any project work or support not included in the quote will be billed at Project Labor rates.

- The customer is responsible for maintaining software and firmware updates for all devices at their own expense. Any remediation by the Service Provider will be charged to the customer at Project Labor rates. If the customer declines to maintain these updates, a Liability Waiver Agreement will be executed.

- Any new equipment and services will be added to your invoice upon activation in the next billing month.

 

5.2. Customer Requirements

 

1. Payment for all support costs at the agreed interval.

2. Up-front payment is required before the start of the customer's on-boarding process.

3. Invoices will be sent at the beginning of each month, and all invoices are due upon receipt.

4. A customer-provided credit card may be required to be on file with End 2 End Managed Services.

5. Upon initiating service, End 2 End Managed Services will evaluate the Client’s network and equipment to determine whether necessary Managed Services Compliance and Requirements are in place. If not in place, these services will be installed and/or configured to meet the requirements. Otherwise, a Liability Waiver Agreement must be signed.

6. Charges for bringing the network into compliance will be billed one time or added to the agreement as additional services.

7. The Client shall provide a desktop and/or laptop, which is less than 4 years old and in good functioning condition, to serve as a hot spare. A hot spare will not be counted as an operating computer for the purposes of this Agreement.

8. The Customer agrees to maintain, or keep current, any software and/or firmware updates for all devices at the Customer’s expense. Any remediation by the Service Provider will be charged to the Customer at Project Labor rates. Should the customer decline to maintain, or keep current, any software and/or firmware updates for all devices, a Liability Waiver Agreement will be executed.

9. Customer will provide full administrative access to equipment and/or services covered under this agreement.

10. Administrative access to equipment and/or services will be limited to Customer and End 2 End Managed Services approved individuals.

 

5.3. Service Provider Requirements

 

Service Provider responsibilities and/or requirements in support of this Agreement include:

Refer to Executive Summary and/or Scope of Work for itemized Service Provider Responsibility.

 

5.4. Service Assumptions

 

Assumptions related to in-scope services and/or components include:

 

- All work is to be completed during normal working hours unless otherwise explicitly stated. Some services may require or incur downtime during the client's normal business hours.

- Meet requirements for power, space, cabling, and external/internal connectivity. If not completed prior to onsite installation, the client is subject to additional charges.

- End 2 End Managed Services reserves the right to perform portions of the work remotely.

- End 2 End Managed Services is not responsible for product or services delivery delays caused by Client facility, personnel changes, and/or manufacturer delivery issues.

- Project completion within the agreed time frame is contingent upon End 2 End Managed Services receiving the necessary Client information and access to client resources, personnel, and facilities in a timely manner.

- Client will maintain appropriate licensing and authorization to use all software and services involved.

- End 2 End Managed Services is not responsible for performance issues with any third party software and integration with existing applications.

- End 2 End Managed Services is not responsible for any power issues, customer negligence, or third party services that may result in data loss.

- Changes to services will be communicated and documented to all stakeholders and will require written approval from Customer prior to changes being made.

- Any changes or additions outside of the initial scope of work will be treated as a project and will be billed above and beyond the monthly support fee stated in 5.1 Service Scope.

- This quote was provided based upon high-level data and therefore is only as accurate as that data. A detailed review of this proposal should be conducted to avoid gaps in what is being provided and what is being expected.

 

6. Service Management

 

The provision of reliable support for the included services depends on maintaining consistent service levels. The following sections contain important information regarding service availability, monitoring of included services, and related components.

 

6.1 Service Availability

Support is accessible 24/7/365. The coverage parameters specific to the services included in this Agreement are as follows:

- Live telephone support: 7:00 A.M. to 5:00 P.M. Monday – Friday

- Calls received after office hours will be handled by End 2 End's auto-attendant. Leaving a voicemail message will trigger a page to the on-call technician.

- Email support: Monitored 7:00 A.M. to 5:30 P.M. Monday – Friday

 

6.2 Service Requests

To support the services outlined in this Agreement, the Service Provider will respond to service-related incidents and/or requests submitted by the Customer within the following time frames:

- 2 hours for issues classified as Emergency priority.

- Typical response within 8 business hours for issues classified as Non-Emergency. Resolution time may vary depending on the issue, technician availability, manufacturer support, etc. Remote assistance will be provided in accordance with the above timescales based on the priority of the support request.

 

 

Terms and Conditions

 

ARTICLE 1: GENERAL

 

The Terms and Conditions outlined here apply to the services provided by End 2 End Managed Services (referred to as “End 2 End Managed Services”) to its clients (referred to as the “Client”). Unless other terms and conditions are specifically agreed upon in writing by End 2 End Managed Services and the Client before the work begins, the Terms and Conditions detailed here apply to any contract formed between End 2 End Managed Services and the Client (referred to as the “Agreement”) for the services provided by End 2 End Managed Services.

 

 

ARTICLE 2: NONASSIGNABILITY

 

The agreement cannot be assigned without the prior written consent of the other party. If consent is given, the assignment will be subject to the terms and conditions outlined in the agreement. No additional rights or remedies will be available to the assignee. If consent is granted, the agreement will be binding on the respective successors and assigns.

 

ARTICLE 3: PERFORMANCE AND DELAYS

 

The proposed dates for the performance in the End 2 End Managed Services proposal should be considered as estimations. Under no circumstances should these dates be interpreted as "time is of the essence." End 2 End Managed Services will not be held responsible for any delays or failure in performance that result from factors beyond its control. These factors include, but are not limited to, Acts of God, war, riots, strikes, lockouts, fire, floods, earthquakes, civil or military authority actions, epidemics, government regulations, negligent acts of the client, inability to access the property or facilities, or weather-related delays. If there is a delay in performance due to any of these causes, the performance date will be extended to account for the time lost due to the delay.

 

ARTICLE 4: CONTROL OF PREMISES

 

The client acknowledges that they are in control of the premises and will remain in control throughout the entire period that End 2 End Managed Services is performing services. End 2 End Managed Services will not be responsible for any existing conditions on the premises, unless caused by their negligence or misconduct. Their entry onto the premises and performance of services does not imply liability or responsibility for the premises. The client grants End 2 End Managed Services the reasonable right of entry to the premises during regular business hours or as otherwise agreed upon for the performance of all services under the agreement.

 

ARTICLE 5: STANDARD OF CARE

 

End 2 End Managed Services will perform the services under the Agreement with the same degree of care and skill exercised by professionals in the same locality under similar circumstances. The standard of care will be assessed based on the time the services are provided, not according to later standards. If the Client notices any failure to meet this standard, they must promptly report it in writing to End 2 End Managed Services within thirty (30) days of the service completion. End 2 End Managed Services will then, at its discretion, either correct the issue or reimburse the Client for the services and reasonable attorney fees incurred to obtain the correction or reimbursement. End 2 End Managed Services does not provide any other representation or warranty related to the performance of the services under the Agreement.

 

ARTICLE 6: INDEMNITY

 

The client will compensate and protect End 2 End Managed Services from any losses, costs, damages, expenses, or claims of any kind related to the services provided by End 2 End Managed Services. If a claim is made against End 2 End Managed Services, the client will defend the claim with legal counsel chosen by End 2 End Managed Services and will cover all reasonable costs and attorney's fees after receiving written notice from End 2 End Managed Services.

 

ARTICLE 7: LIMITS OF LIABILITY

 

The Client's remedies stated in this agreement are exclusive. End 2 End Managed Services' total liability regarding the agreement and the provided services will not exceed the total charges paid by the Client to End 2 End Managed Services for the specific services that led to the liability. Additionally, the Client will be entitled to reasonable attorney's fees and costs. End 2 End Managed Services, its subcontractors, and consultants will not be liable for any consequential, incidental, indirect, special, or punitive damages arising from the agreement or any breach of it. This includes damages based on loss of use, lost profits or revenue, or interest, regardless of whether the loss or damage is based on contract, warranty, negligence, indemnity, or any other basis.

 

ARTICLE 8: CHANGES IN SCOPE

 

The Client acknowledges that sometimes circumstances may require changes to the original project requirements. If such changes are necessary, End 2 End Managed Services will promptly inform the Client and obtain written approval before implementing them. If the Client is unavailable for approval and the timely completion of the project requires immediate action, any resulting costs will be paid by the Client at our cost plus 30% (for external expenses) or at our Standard Rates (for End 2 End Managed Services direct costs). If the Client does not approve, they will still be responsible for paying the proposed project cost, despite the work not being completed, and for paying invoices for any work actually completed by End 2 End Managed Services or its subcontractors.

 

ARTICLE 9: CONFIDENTIALITY

 

Both parties acknowledge that, in connection with the performance of their duties under the Agreement, they may be provided with or have access to written information and data that is proprietary to the other party. Both parties agree to keep all such information and data confidential and not to disclose it, either in whole or in part, to any third party without the other party’s written consent, unless required by law or a court of competent jurisdiction. Without the other party’s prior written consent, neither party will copy or reproduce any information or data, or sell, assign, disclose, disseminate, give, or transfer any such information or data, or any portion thereof, to any third party, at any time, whether before or after termination of the Agreement. Both parties further agree that upon termination of the Agreement or completion of any task assigned thereunder, they will return all applicable information, data, related notes, and work papers belonging to the other party. Neither party will be required to protect confidential information that is or becomes publicly available, is independently developed by either party outside the scope of the Agreement, or is rightfully obtained from third parties.

 

The Client specifically agrees to keep confidential both the terms of the Agreement and the fees charged by End 2 End Managed Services under the Agreement. End 2 End Managed Services currently employs various highly skilled individuals who will be rendering services in favor of the Client. As a condition precedent to End 2 End Managed Services providing such employees to render the services, the Client agrees not to solicit or employ any employees of End 2 End Managed Services during the contract term. The Client also agrees not to employ any employee of End 2 End Managed Services for a period of one (1) year following the written termination of the contract. This clause shall survive independent of contract termination for a period of one (1) year.

 

ARTICLE 10: GOVERNING LAW

 

The Terms and Conditions contained herein and in the Agreement, and any act, agreement, or transactions to which they shall apply, or which are contemplated hereunder or under the Agreement shall be governed by, and construed and interpreted in accordance with the laws of the State of Indiana. Each party hereby waives trial by jury in any proceedings arising out of or in any way related to this agreement.

 

ARTICLE 11: PARTIAL INVALIDITY

 

If any term, covenant, condition or provision contained herein or in the Agreement is found by a court of competent jurisdiction to be invalid, void or unenforceable, the remainder of the provisions of these Terms and Conditions and the Agreement shall remain in full force and effect, and shall in no way be affected, impaired or invalidated thereby.

 

ARTICLE 12: PUBLIC RELATIONS

 

End 2 End Managed Services may use the Client’s name and/or logo in press releases and promotional materials with permission. Confidential project information will be disclosed minimally to maintain confidentiality.

 

ARTICLE 13: RESTRICTIVE CONVENANT

 

End 2 End Managed Services is not an employment agency. Its services are provided at great expense to End 2 End Managed Services. In consideration thereof, during the term of this Agreement and for a one-year period immediately following the period for which any End 2 End Managed Services Employee or Contract Employee (referred to as "End 2 End Managed Services Team Member") last performed services for the Client, the Client is prohibited from directly or indirectly, for itself or on behalf of any other person, firm, corporation, or other entity, whether as principal, agent, employee, stockholder, partner, member, officer, director, sole proprietor, or otherwise, soliciting, participating in, or promoting the solicitation of such End 2 End Managed Services Team Member to leave the employ of End 2 End Managed Services or hiring or engaging such End 2 End Managed Services Team Member.

 

In the event the Client violates this agreement, the Client agrees to pay End 2 End Managed Services an amount equal to the End 2 End Managed Services Team Member’s annualized salary, including bonuses.

 

ARTICLE 14: CONTRACT PRICING AND INVOICING

 

The Client is required to pay End 2 End Managed Services an additional fee as outlined in the Payment Schedule. The additional fee rate is determined annually or as necessary by End 2 End Managed Services. End 2 End Managed Services will issue monthly invoices for any Additional Services that are approved in advance by the client and performed by its employees, agents, or subcontractors. The Client must submit all necessary payments to End 2 End Managed Services in advance for the purchase of any parts, equipment, or hardware required for services rendered under this Agreement. It is understood and agreed that if the Client fails to make payments as outlined in this section, End 2 End Managed Services is exempt from providing any further services, although the Client is still obligated to pay any outstanding amounts due to End 2 End Managed Services as per the terms of this Agreement.

 

ARTICLE 15: TERMINATION

 

Termination of Agreement:

A. End 2 End Managed Services may terminate this Agreement with five (5) days' written notice if the Client fails to pay the sums due under Overview of Managed Services Fees, Payment Schedule, or Article 14.

B. Either End 2 End Managed Services or the Client may terminate this Agreement at any time by providing thirty (30) days' written notice.

C. The Client may terminate this Agreement with End 2 End Managed Services by giving thirty (30) days' written notice.

In case of termination, the cancellation fee ("Cancellation Fee") will be the greater of (a) the sum total of the remaining months in the Services Term multiplied by 30% of the monthly recurring fee for the cancelled Services, or (b) four times the monthly recurring fee for the cancelled Services.

 

ARTICLE 16: OVERDUE ACCOUNTS AND COLLECTION

 

The client agrees to pay a monthly interest of one and a half percent (1.5%) or the maximum allowed by law, whichever is less, on all balances that are not paid when due. In addition, if the client does not fulfill their obligations under this contract, they shall be responsible for paying reasonable attorney's fees and all collection costs incurred by End 2 End Managed Services in any attempt to enforce the terms of this contract.

 

ARTICLE 17: WAIVER OF BREACH

 

If either party breaches or fails to comply with any term of this Agreement, and the other party chooses to waive it, such waiver shall not be considered a waiver of future breaches or failures to comply.

 

ARTICLE 18: ENTIRE AGREEMENT

 

These Terms and Conditions and the Agreement constitute the complete understanding and agreement between the parties regarding the provision of services under the Agreement and override any and all previous agreements, whether written or oral, that may exist between the parties. These Terms and Conditions and the Agreement can only be modified by a written document duly signed by an authorized representative of End 2 End Managed Services and the Client.