Service Attachment for Managed Services
This Service Attachment is between Haxxess Enterprise Corporation (sometimes referred to as “Provider,” “we,” “us,” or “our”), and the Client found on the applicable Order or Service Description (sometimes referred to as “you,” or “your,”) and, together with the Order, Master Services Agreement, and other relevant Service Attachments or Descriptions, forms the Agreement between the parties the terms to which the parties agree to be bound.
The parties further agree as follows:
Provider will perform for Client the IT Infrastructure Monitoring and Management Services included below.
ADDITIONAL CLIENT OBLIGATIONS
Client equipment must be maintained under a manufacturer’s warranty or a current maintenance contract. Provider is not responsible for client equipment that is not maintained under a manufacturer’s warranty or maintenance contract or that is otherwise out of order. All fees, warranties, and liabilities against Provider assumes equipment is under a manufacturer’s warranty or maintenance contracts.
Provider in its reasonable opinion and supported by manufacturer information, may designate certain equipment as obsolete or defective, and therefore exclude it from coverage under this Agreement.
Minor On-Site Tasks
Provider may occasionally ask Client to perform simple on-site tasks (e.g., powering down and rebooting a computer). Client agrees to cooperate with all reasonable requests.
Server Upgrades or Repair
Provider will authorize all server upgrades or repairs. Client agree not to perform any of these actions without notifying us.
Client shall obtain and supply all necessary software media with installation keys (if any) upon request.
Except for any software provided by Provider in connection with the Services, Client is solely responsible for obtaining all required software licenses, including all client access licenses, if any, for the software products installed on your computers.
NETWORK CHANGE COORDINATION
Significant Changes to Client’s Network
Client will notify Provider via email of all significant proposed network changes and will provide us with a reasonable opportunity to comment and follow-up regarding those proposed changes.
Research Regarding Network Changes
Evaluation of network change requests sometimes will require significant research, design, and testing by Provider. These types of requests are not covered by this Service Attachment and will be billed at Provider’s then-current rates for time and materials.
SUITABILITY OF EXISTING ENVIRONMENT
Minimum Standards Required for Services
Client represents, warrants and agrees that its existing environment meets the following requirements or will obtain upgrades to its existing environment to meet the following requirements within ten (10) days of the Effective Date (“Minimum Standards”):
Costs required to bring Client’s environment up to these Minimum Standards are not included in this Agreement and shall billed at Provider’s then-current rates and paid by Client.
Provider is not responsible for failures to provide Services that are caused by the existence of any of the following conditions:
Provider is not responsible for failures to provide Services that occur during any period of time in which any of the following conditions exist:
The following list of items are excluded from the scope of included Services, and may incur additional charges or require a separate billable project:
The following list of items are costs that are considered separate from the Service pricing:
The following is a list of Services Provider does not perform:
This Service Attachment is effective on the date specified on the Order (the “Service Start Date”). Unless properly terminated by either party, this agreement will remain in effect through the end of the term specified on the Order (the “Initial Term”).
“RENEWAL” MEANS THE EXTENSION OF ANY INITIAL TERM SPECIFIED ON AN ORDER FOR AN ADDITIONAL TWELVE (12) MONTH PERIOD FOLLOWING THE EXPIRATION OF THE INITIAL TERM, OR IN THE CASE OF A SUBSEQUENT RENEWAL, A RENEWAL TERM. THIS SERVICE ATTACHMENT WILL RENEW AUTOMATICALLY UPON THE EXPIRATION OF THE INITIAL TERM OR A RENEWAL TERM UNLESS ONE PARTY PROVIDES WRITTEN NOTICE TO THE OTHER PARTY OF ITS INTENT TO TERMINATE AT LEAST SIXTY (60) DAYS PRIOR TO THE EXPIRATION OF THE INITIAL TERM OR OF THE THEN-CURRENT RENEWAL TERM.
CLIENT MAY CANCEL AN AUTOMATIC RENEWAL BY CONTACTING PROVIDER.
If the Order specifies no Initial Term with respect to any or all Services, then we will deliver those Services on a month-to-month basis. We will continue to do so until one party provides written notice to the other party of its intent to terminate those Services, in which case we will cease delivering those Services at the end of the next calendar month following receipt such written notice is received by the other party.
Early Termination by Client With Cause
Client may terminate this agreement for cause following sixty (60) days’ advance, written notice delivered to Provider upon the occurrence of any of the following:
Early Termination by Client Without Cause
If Client has satisfied all of your obligations under this Service Attachment, then no sooner than ninety (90) days following the Service Start Date, you may terminate this Service Attachment without cause during the Initial Term upon sixty (60) days’ advance, written notice, provided that Client pays Provider a termination fee equal to fifty percent (50%) of the recurring, Monthly Service Fees remaining to be paid from the effective termination date through the end of the Initial Term, based on the prices identified on the Order then in effect.
Client may terminate this Service Attachment without cause following the Initial Term upon sixty (60) days’ advance, written notice, without paying an early termination fee.
Termination by Provider
Provider may elect to terminate this Service Attachment upon thirty (30) days’ advance, written notice, with or without cause. Provider has the right to terminate this Service Attachment for less than ninety (90) days for illegal Client conduct. Provider may suspend the Services upon ten (10) days if Client violates a third-parties end user license agreement regarding provided software. Provider may suspend the Services upon fifteen (15) days if Client’s action or inaction hinder Provider from providing the contracted Services.
Effect of Termination
As long as Client is current with payment of: (i) the Fees under this Agreement, (ii) the Fees under any Project Services Attachment or Statement of Work for Off-Boarding, and/or (iii) the Termination Fee prior to transitioning the Services away from Provider’s control, then if either party terminates this Service Attachment, Provider will assist Client in the orderly termination of services, including timely transfer of the Services to another designated provider. Client shall pay Provider at our then prevailing rates for any such assistance. Termination of this Service Attachment for any reason by either party immediately nullifies all access to our services. Provider will immediately uninstall any affected software from Client’s devices, and Client hereby consent to such uninstall procedures.
Upon request by Client, Provider may provide Client a copy of Client Data in exchange for a data-copy fee invoiced at Provider’s then prevailing rates, not including the cost of any media used to store the data. After thirty (30) days following termination of this Agreement by either party for any reason, Provider shall have no obligation to maintain or provide any Client Data and shall thereafter, unless legally prohibited, delete all Client Data on its systems or otherwise in its possession or under its control.
Provider may audit Client regarding any third-party services. Provider may increase any Fees for Off-boarding that are passed to the Provider for those third-party services Client used or purchased while using the Service.
Client agrees that upon Termination or Off-Boarding, Client shall pay all remaining third-party service fees and any additional third-party termination fees.