T U R N K E Y E... S U P P O R T A... T U R N K E Y I...
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T U R N K E Y E... S U P P O R T A... T U R N K E Y I...
T U R N K E Y E L I T E PA C K A G E SUPPORT AGREEMENT BETWEEN TURNKEY IT 2 1 0 S O U T H M I LWAU K E E AV E N U E WHEELING, IL 60090 & SAMPLE CUSTOMER EFFECTIVE DATE AND TERM: BEGINNING AUGUST 1, 2012 ENDING JULY 31, 2015 TURNkey IT & CUSTOMER Support Agreement 2012 Overview TURNkey IT (TURNkey), for the duration of this agreement will provide basic maintenance and support (as outlined by this document) for (CUSTOMER) computer network. This document has been designed to provide an understanding for managing the partnership between TURNkey and CUSTOMER. It is the basis of this document to outline the Service Level Agreement and management of that agreement agreed upon between TURNkey and CUSTOMER. Unless otherwise stated, in writing, this document will constitute the full on-going agreement between TURNkey and CUSTOMER. What is Covered You have selected the TURNkey Complete package. Complete support will consist of the following: Server Monitoring 24 x 7 x 365 server operation monitoring will be in place and maintained by TURNkey. Server monitoring includes proactive and preventative maintenance of your server. Server updates and maintenance TURNkey may, from time to time, install security patches, and or updates to operating systems of the server that are essential to the customers’ network security. Some of these patches may require some intervention by the end-user to ensure timely installation. Proactive Preventative Maintenance: TURNkey may, from time to time, install security patches, and or updates to operating systems of customer’s PC that are essential to the customers’ network security. Some of these patches may require some intervention by the end-user to ensure timely installation. Access to priority service By agreeing to the TURNkey Elite Plan you are given priority placement in our queues over nonsupport, Basic plan, and Complete plan customers. Help Desk Support: Telephone, Email, and Onsite Support: Unlimited. Company shall maintain a telephone and email line of support during Normal Business Hours that permits the System Administrators (See the Contact section of this document) to report problems and seek assistance. Virus Removal Support: Any PC problem resulting from the effects of a Virus, Worm, or Malware1 1 Server and/or Network wide viruses are not covered under any TURNkey plan. Virus coverage is limited to PC virus removal only. Initials ______ Page 2 TURNkey IT & CUSTOMER Support Agreement 2012 Smart Phone Support (DROID, iPhone, Windows, etc.)2 Printer Support Domain Name Support: TURNkey will host DNS records, up to 10 email accounts for each domain and one website (no more than 5 MB) on its servers for customer (where applicable from WORKSHEET I) Hardware: In the event that a hardware failure has occurred, TURNkey would be superseded by manufacturer’s warranty. In the event a hardware device fails and is not under a manufacturer’s warranty, TURNkey agrees to attempt repair at the appropriate billable rate outlined in the “Pricing” section of this document. Any problem resulting from out of warranty hardware3. TURNkey will make every effort to work with manufacturer of hardware to receive manufacturer’s support in repair or replacement of products that are under warranty. However, if the warranty period of failed hardware has expired, TURNkey will suggest suitable replacement for said product. In no way will TURNkey warranty any products it does not manufacture Hardware: TURNkey will maintain hardware using industry recognized processes and procedures to correct reproducible compute and network problems when reported through proper procedures as outlined in the “Contact” section of this document. Staff: TURNkey shall maintain a trained staff capable of rendering the services set forth in this Agreement. Problem resolution: TURNkey shall be responsible for using all reasonable diligence to correct verifiable and reproducible server problems when reported to TURNkey in accordance with its standard reporting procedures (See the Contact section of this document). The problem resolution, when completed, may be provided in the form of a "temporary fix," consisting of sufficient programming and/or operating instructions to implement the resolution. In any case, every effort will be made by TURNkey to eliminate the server problem (with a permanent fix) and restore functionality in a timely manner. Telephone and Email Support: Company shall maintain a telephone and email line of support during Normal Business Hours that permits the System Administrators (See the Contact section of this document) to report problems and seek assistance. Network TURNkey will maintain hardware using industry recognized processes and procedures to correct reproducible compute and network problems when reported through proper procedures as outlined in “Contact”. In the event that a hardware failure has occurred, 2 Smart phones that are to be covered under the Elite plan must be named as a device in the pricing section found on page 9. 3 TURNkey IT is not a hardware or software manufacturer/supplier and therefore cannot be held liable for failures due to manufacturing or supplying. Initials ______ Page 3 TURNkey IT & CUSTOMER Support Agreement 2012 TURNkey would be superseded by manufacturer’s warranty. Under normal operation, TURNkey can assist in the managing of a warranted repair. In the event a hardware device fails and is not under a manufacturer’s warranty, TURNkey agrees to attempt repair at the appropriate billable rate outlined in the “Pricing” section of this document. Location(s) <INSERT ADDRESS LOCATIONS> “Customer Location(s)” Initials ______ Page 4 TURNkey IT & CUSTOMER Support Agreement 2012 What is not Covered Any enhancement of the customer network from its original form as of the date of execution of this document. Enhancements and / or subtractions are very likely to occur and as additions or subtractions to the customer network are made, this agreement will be dynamically altered to encompass these changes. Any problem resulting from the misuse, improper use, alteration, or damage of the customer network Any problem caused by modifications in customer network made or unauthorized by TURNkey Any change that were not performed by TURNkey without prior documented approval Any problem resulting from out of warranty hardware4. TURNkey will make every effort to work with manufacturer of hardware to receive manufacturer’s support in repair or replacement of products that are under warranty. However, if the warranty period of failed hardware has expired, TURNkey will suggest suitable replacement for said product. In no way will TURNkey warranty any products it does not manufacture. Customer hereby agrees to pay TURNkey's normal charges and expenses for time or other resources provided by TURNkey to diagnose or attempt to correct any such problem(s) as stated above. In addition, Customer is responsible for procuring, installing, and maintaining all equipment, telephone lines, communications interfaces, and other hardware necessary to operate the computer network and to obtain maintenance services from TURNkey. TURNkey will not be responsible for delays caused by events or circumstances beyond its reasonable control. Any hack or network intrusion 4 TURNkey IT is not a hardware or software manufacturer/supplier and therefore cannot be held liable for failures due to manufacturing or supplying. Initials ______ Page 5 TURNkey IT & CUSTOMER Support Agreement 2012 Availability of Service TURNkey for the terms of this agreement will Support CUSTOMER during all TURNkey operational hours as captured within this document. Standard service will be based on speed of resolution; additionally resolutions requested with a shorter duration, will be deemed escalated. Escalated resolutions will carry a charge as outlined in the “Pricing” section of this document. Service is limited to labor; non labor items such as, but not limited to, licensing / parts / hardware, are outside of this agreement. TURNkey will assist in troubleshooting and communicating with appropriate support vendors to render a satisfactory resolution. All time frames listed below are in accordance with labor only resolutions. In the event of licensing / parts / hardware etc. being involved the “Target Resolution Time” would be at the mercy of the external support vendor. At CUSTOMER’s discretion the “Effort to Resolve” time may be discontinued and resumed or delayed once (Severity Level of “Disaster Recovery” and “Critical only”), during the course of a resolution, to keep from exceeding the total time allotted for a resolution. Once the time table has been resumed the duration would be in effect until completion and may exceed the total allotted time for resolution and would be considered exceeding of the effort to resolve and would carry the appropriate charge. Any such charge would be reported to CUSTOMER prior to charges being assessed. CUSTOMER may at its choice agree to the extension on the effort to resolve at the appropriate rate or restating the target time for resolution. Standard The following table represents the model for standard coverage. Any authorized and documented issue for resolution would follow this outlined metrics. Any authorized and documented issue that is requested to be of shorter duration then outlined table would be subject to a charge as outlined in the “Pricing” section of this document. Standard Availability Table Severity Response Time Disaster Recovery 1 Hour Critical 1 Hour High 1 Hour Normal 4 Hours Service Request 1 Business Day Target Resolution Time Best Effort Same Business Day Next Business Day 1-2 Business Days 1-2 Business Days Effort to Resolve 8 Hour 8 Hour 4 Hour 2 Hour 1 Hour All response times for issues during TURNkey’s operating hours, with the exception of a Service Request, shall be within 1 hour of receipt of an approved call. Definitions of Severity Disaster Recovery: Catastrophic failure of any device, caused by external conditions, where the use of online backups is unavailable. (Examples; Power surge causes physical damage to a server and the online information cannot be used to rebuild the system. A virus destroying systems or data causing rebuild.) Following the stated response time, TURNkey would be onsite as quickly as possible to begin the restoration of service. However, with the external condition creating the loss of Initials ______ Page 6 TURNkey IT & CUSTOMER Support Agreement 2012 service it would be impossible to state a time for service to be restored. TURNkey will work continuously to restore the service. If the effort to restore exceeds 1 shift (8 hours) the continued effort would be billable at the stated rates as outlined in the “Pricing” section of this document. Critical: Complete failure of 3 or more users and/or 1 or more business-critical service(s) (as defined by CUSTOMER) and/or 1 complete site. Following the stated response time, TURNkey would be online as quickly as possible to triage the failure. If TURNkey is unable to assess the failure online, transition to on site would begin. Documented issues to be resolved prior to the start of the next day’s beginning operational hour. If the effort to restore exceeds 1 shift (8 hours), the continued effort would be billable at the stated rates. High: Complete failure of 1 - 2 user(s) and/or 1 or more Non-business-critical service(s) (as defined by CUSTOMER) and/or 1 system-wide printing failure (nobody on network can print documents regardless of selected printer). Following the stated response time, TURNkey would be online as quickly as possible to triage the failure. If TURNkey is unable to assess the failure online, transition to onsite would begin. Documented issues to be resolved prior to the next day’s ending operational hour. If the effort to restore exceeds 4 hours, the continued effort would be billable at the stated rates as outlined in the “Pricing” section of this document. Normal: User performance issue(s) and/or printing issue(s) (less than full site). Following the stated response time, TURNkey would be online as quickly as possible to triage the failure. If TURNkey is unable to assess the failure online, transition to onsite would begin. Documented issues to be resolved prior to the start of the third day’s beginning operational hour. If the effort to restore exceeds 2 hours, the continued effort would be billable at the stated rates as outlined in the “Pricing” section of this document. Service Request: Any activity that is not necessary in maintaining operational compute or network prior to an agreed upon change. (Examples: creating/removing mailboxes, copying/moving/deleting system data, adding/removing end user systems, etc.). Following the stated response time, TURNkey will at its discretion complete the requested activity prior to the stated “Target to Resolution”. If the effort to complete the service request exceeds 1 hour of effort, the continued effort would be billable at the stated rates as outlined in the “Pricing” section of this document. Escalated Any Issue with a stated severity that includes a target resolution time less than listed or a time to resolve that exceeds specified limits. These actions would result in charges as outlined in the “Pricing” section of this document. Initials ______ Page 7 TURNkey IT & CUSTOMER Support Agreement 2012 How Service Works All issue(s)/service request(s) will be submitted to TURNkey via phone or email. Upon receipt of documented issue(s)/service request(s), TURNkey will give the stated amount of time to respond and the category of support the issue(s)/service request(s) falls under. This response will be via email or phone. In the event that TURNkey is unable to make live contact with the CUSTOMER reporting party, TURNkey will leave a direct number to be reached. Time and date stamps within email and voicemail will be recorded to ensure TURNkey responses are within the stated time frame. It is noted that the severity level will be designated by the CUSTOMER reporting party and any escalation would require authorization from the appropriate party within CUSTOMER. Once an issue has been received and authorization, if necessary, has been approved, TURNkey will have until the stated “Target Restoration Time” to complete the documented issue. Multiple or cascaded issues will be worked concurrently. If necessary, TURNkey will work with CUSTOMER designated suppliers and vendors to render a satisfactory resolution of a documented issue. TURNkey denotes that these interactions may be billable and would be the responsibility of CUSTOMER. Any such action would require authorization from the appropriate party within CUSTOMER. Contact All communication is to be funneled through TURNkey’s notification system. Customer agrees to (a) designate one primary system administrator per customer location (the “Primary System Administrator”) and (b) to notify TURNkey promptly following the discovery of any Error or network problem. Further, upon discovery of an Error or problem, Customer agrees, if requested by TURNkey, to work with TURNkey to resolve the problem or error. Customer may call the office at (847) 808-3990 or email issue/service request to [email protected]. A documented issue will not be recorded without compliance to the agreed upon correspondence. TURNkey will not be held accountable for any notification that does not adhere to the documented procedure. All After Business Hours support calls must be called into TURNkey IT at (847) 8083990 x7 where a system wide support page will be sent to all on-call technicians. Approval CUSTOMER to supply to TURNkey a list of all CUSTOMER employees empowered to submit issue(s)/service request(s). CUSTOMER to also supply to TURNkey a list of all employees empowered to authorize additional charges and to what level of authorization carried. Servicing TURNkey will provide labor only service, as outlined within this document, for the period notated and all subsequent agreed periods. TURNkey will perform service at its discretion to be completed within stated time frames. Initials ______ Page 8 TURNkey IT & CUSTOMER Support Agreement 2012 Pricing Monthly Reoccurring The contract pricing is subject to change on an annual basis with 30 days written notice given to CUSTOMER. The contract is subject to automatic renewal annually from date of inception if written notice of termination is not received by either party. Description Number of supported servers Number of supported devices Phone System Support Total Monthly Retainer Charge Offsite backup storage (per GB) Number of filtered email accounts Total Variable Charges (estimated) Quantity 0 0 0 Monthly Support Cost Associated 0 0 $0.00 $0.00 $0.00 Total Monthly Charges (estimated) $0.00 *Please note that this figure is for your monthly retainer only. It reflects an ESTIMATE of additional services such as email filtering and offsite backup, etc. The customer will be billed on the ACTUAL number of email accounts filtered and on amount of data that is actually backed up ($3/GB). After Business Hours All After Business Hours support calls must be called into TURNkey IT at (847) 808-3990 x7 where a system wide support page will be sent to all on-call technicians. After Hours work is billable and will require written authorization either via email or by completing the authorization form found at www.turnkey.pro/afterhours. Changes in the Number of Supported Devices As the customer network inevitably expands or contracts within the period of this contract, modifications will be made to the monthly charges billed to the customer. Therefore, if the customer network contracts, the monthly billed rate will be lowered by the value of the subtraction of such device(s). Likewise, an increase in number of supported PCs or servers will result in a higher monthly charge based on worksheet figures in I above. Monetary values associated with such devices will not be changed during the term of this contract. For example, if two additional machines are added to the network, the customer’s monthly fee will be raised by the appropriate amount per month. Payment Schedule Payment is due net 30 from invoice date. Customer agrees to pay the monthly support fee within 30 days of billing. Customer also agrees to pay such fees and costs, when and as the services are rendered outside of this agreement (i.e. enhancements to network) and any expenses incurred (such as parking), as invoiced by TURNkey. TURNkey reserves the right to require prepayment or advance deposit for such additional charges or expenses in some instances. Customer is also responsible for sales or use taxes and shipping fees on new equipment purchases, returns to manufacturers or other expenses derived from supporting customer network. Initials ______ Totals $0.00 $0.00 $0.00 $0.00 Page 9 TURNkey IT & CUSTOMER Support Agreement 2012 Late Fees If any fees or expenses are not paid within thirty (30) days after they are due, TURNkey may, at its option, charge interest at a rate of one and one-half percent (1 1/2%) per month (eighteen percent (18%) per annum) or, if less, the highest rate allowed by applicable law from the date such fee or charge first became due. Additional Services In addition, TURNkey may provide additional services, as mutually agreed, in support of the customer network or to make additions to customer network subject to payment of its normal charges and expenses: Major Enhancements: TURNkey may, from time to time, offer Major Enhancements to its customers’ network. Major enhancements may be the implementation of a new server, product, product update, system or recommended hardware or software installation. These major enhancements will be subject to additional charges and will be handled on a case by case basis. However, any enhancement will be quoted to the customer and must be approved by both TURNkey and customer before the work is to be performed. Training: Subject to space and TURNkey’s resource availability, Customer may enroll Customer’s employees in training classes or sessions. Any training will be subject to additional payment to TURNkey. Additional Enhancements: TURNkey will consistently consider and evaluate the development of additional Enhancements for Customer’s specific use and will respond to Customer’s requests for additional services pertaining to the customer network (i.e. additional functionality of a particular system or process). Any enhancement will be subject to additional charges to customer. Software Licensing It is the sole responsibility of the customer to maintain the proper number of licenses for each piece of software contained within its network. TURNkey takes no responsibility to ensure customer licensure is up to date and or valid. Modifications and Waivers This Agreement may not be modified IN SUBSTANCE except in a writing signed by authorized representatives of both parties. A waiver by either party of its rights hereunder shall not be binding unless contained in a writing signed by an authorized representative of the party waiving its rights. The non-enforcement or waiver of any provision on one (1) occasion shall not constitute a waiver of such provision on any other occasions unless expressly so agreed in writing. It is agreed that no use of trade or other regular practice or method of dealing between the parties hereto shall be used to modify, interpret, supplement, or alter in any manner the terms of this Agreement. Governing Law This Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Illinois as it applies to a contract made and performed in such state. Initials ______ Page 10 TURNkey IT & CUSTOMER Support Agreement 2012 Termination Contract may be cancelled by either party, with or without fault, with 60 days written notice with a buyout payment of 75% of the remaining contract term. Term of contract This contract is to be in place 36 calendar months per the time frame outlined above. The contract is subject to automatic renewal annually (for up to 5 automatic renewals) from date of inception if 60 days written notice of termination or modification is not received by either party. Acceptance Customer and TURNkey agree to the maintenance and support as outlined in this document for the period of time contained in same. SERVICE CONTRACT ACCEPTED AND AGREED TO: TURNkey IT ACCEPTED AND AGREED TO: By: By: _____________________________ Name: Name: _____________________________ Title: Title :_____________________________ Date: Date: _________________ Initials ______ Page 11 TURNkey IT & CUSTOMER Support Agreement 2012 Contact All communication is to be funneled through TURNkey’s notification system. Customer agrees to (a) designate one primary system administrator per customer location (the “Primary System Administrator”) and (b) to notify TURNkey promptly following the discovery of any Error or network problem. Further, upon discovery of an Error or problem, Customer agrees, if requested by TURNkey, to work with TURNkey to resolve the problem or error. Customer may call the office at (847) 808-3990 or email issue/service request to [email protected]. A documented issue will not be recorded without compliance to the agreed upon correspondence. TURNkey will not be held accountable for any notification that does not adhere to the documented procedure. All After Business Hours support calls must be called into TURNkey IT at (847) 8083990 x7 where a system wide support page will be sent to all on-call technicians. Primary System Administrator: _________________________________________________ Name _________________________________________________ Email Address _________________________________________________ Phone Number Approval CUSTOMER to supply to TURNkey a list of all CUSTOMER employees empowered to submit issue(s)/service request(s). CUSTOMER to also supply to TURNkey a list of all employees empowered to authorize additional charges and to what level of authorization carried. Completed: Initials ______ Yes No Page 12 TURNkey IT & CUSTOMER Support Agreement 2012 Glossary of Terms Business Day: Period of time established as the beginning and ending operational hours of a single day Monday through Friday. PC: A workstation or thin client at customer location(s) that is to be supported by TURNkey with an operating system of Microsoft Windows XP Professional or newer. Note that all locally connected printers (lpt, USB, serial) are supported as part of the individual PC. Server: A server at customer location(s) that is to be supported by TURNkey with a network operating system of Microsoft Windows 2000 server or newer (windows 2000 server, windows 2003 server, windows 2003 R2 server, etc.) Network Device: A computing device used to serve network related applications, functions or service. Computer / Network Device: Any PC, Server, or network device. User: Any account as defined within Active Directory. Network Printer: a network printer (printer with a network interface card either wireless or wired) at customer location(s) that is to be supported. Customer: The single end-user customer organization identified above, an authorized representative of which is signing this Agreement and authorized to legally bind the “Customer”. Enhancement: Any modification or addition that, when made or added to the “Customer Network”, materially changes its size, utility, efficiency, functional capability, or application. For example, customer changes office location to another physical location, customer adds a new server or PC, customer desires to swap PCs between users. Network Intrusion: Any program or intrusion into the “Customer Network” that is harmful to the network hardware, operating system, network system, software, or data. These attacks may unknowingly penetrate the “Customer Network” by opening infected emails, launching malicious code or hackers exploiting previously undiscovered vulnerabilities in Operating Systems intruders break into systems in order to steal, damage or destroy the system or data within the system(s). Hack: A computer hack is broadly defined as intentionally accessing a computer, or server without authorization or exceeds authorized access. Normal Business Hours: 8:00 am to 5:00 pm Monday through Friday, Central Standard time. Holidays: Recognized to be outside of normal business hours are defined as: New Year’s Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day, and Christmas Day. After Business Hours: Support calls are defined as those support issues arising outside of normal business hours or on recognized Holidays. Initials ______ Page 13