Advanced Proactive Managed Service SLA

Advanced Proactive Managed Service SLA

Capitalized terms used herein but not otherwise defined will have their respective meanings set forth in the Agreement. In the event of any conflict between this SLA and the Agreement, the Agreement will govern.

Suspension; Termination. Any User that violates any element of this AUP may be subject to a suspension or termination of service, and if we deem it necessary, immediate suspension or termination of such User’s service without notice. We may take such further action as we determine to be appropriate under the circumstances to eliminate or preclude repeat violations, and we shall not be liable for any damages of any nature suffered by any Client, User


1. Services Provided by ITC

ITC will use commercially reasonable efforts to provide the Services as defined by the plan or plans purchased or subscribed to by Client. Client has chosen to engage us to provide infrastructure management services (the “Services”). The Services consist of our providing proactive information technology (IT) support as described in this SLA, consisting of systems administration, IT management and support services, for Client’s designated infrastructure (“Client’s Network”), which will be described in the as-completed systems summary that we will design and periodically update ( the “Client Systems Summary”). Client will have an opportunity to review and accept the Client Systems Summary as amended from time to time. After the Client Systems Summary has been accepted by Client, or deemed accepted if Client does not reject or correct it within 10 days, then the Client Systems Summary which will be incorporated as part of this SLA.

2. Transition Period

The “Transition Period” for services under this SLA is estimated to be no longer than 30 days after the Service Commencement Date. ITC and Client agree that ITC will need SLA flexibility during the Transition Period, as during the transition phases; the overall operations are being ramped up and need time for proper setup, knowledge transition and stabilization. All SLAs and associated credit and remedies are waived during the Transition Period.

3. Support Services Response and Resolution Times

Subject to the limitations contained in the Agreement and this SLA, we shall provide the Services for Client’s Network as designated in the Client Systems Summary; provided that Client shall have paid the applicable fees in accordance with this SLA. Client shall have telephone access to the ITC support staff 24/7. Calls will be handled in accordance with the following table showing targets of response and resolution times for each priority level:

6. Performance Goals

We will determine whether we have met any of the Services Goals described below and the service levels under this SLA. We reserve the right to change or discontinue Services Goals and service levels.

6.1 Monitoring Goal

The Monitoring Goal is measured from the time an outage is detected by our monitoring systems until such outage is reported to Client by the agreed upon notification method. The goal is considered met once our monitoring system sends a notification to the Client. Receipt or lack of receipt of the notification by Client will not be considered to be part of the Monitoring Goal.

  • delay caused or requested by Client;
  • service interruptions, deficiencies, degradation or delays due to access lines, cables or equipment provided by 3rd parties;
  • service interruptions, deficiencies, degradation or delays during which we are not given the access we need;
  • failure to provide suitable secure environment for on-premises devices, including secure mounting and racking, appropriate cooling and air handling, security from theft;
  • failure of any equipment not managed or under a service contract with us; or
  • causes listed in Section 7 of the Agreement.

7. Service Exclusions

Our providing the Services under this SLA is conditioned on Client’s compliance with each of the following conditions:

  • lient shall be in compliance with the Agreement, including all Exhibits and this SLA.
  • Client shall be in compliance with all manuals and instructions for the hardware, firmware and software.
  • Client shall not have altered the software, shall have used only Supported Software and shall have complied with all configuration requirements.

7.1 Excluded Services.

Services rendered under this SLA do not include:

  • Equipment service or repair made necessary due to unreasonable adverse environmental conditions or equipment applications beyond those for which the equipment was designated;
  • Client’s equipment room was not properly designed for the equipment;
  • ITC Services necessitated due to adverse conditions created by acts of God or building modifications;
  • Service interruptions, deficiencies, degradations or delays due to any access lines, cabling or equipment provided by third parties;
  • Service and repair made necessary by the repair, alteration or modification of equipment covered by this SLA, other than that authorized by us or an authorized service agency;
  • Repairs, alterations, software installations or modifications of equipment made by employees or agents of Client;
  • Recoveries of any software, data, file structures, or file security necessitated due to a crashed hard drive;
  • Maintenance of applications software packages, whether acquired from us or any other source;
  • Programming (modification of software code) and program (software) maintenance;
  • Virus outbreaks stemming from expired anti-virus software;
  • Periods of scheduled maintenance and required repairs;
  • Causes beyond our control;
  • Downtimes that occur as a result of power or heat issues;
  • Causes that are not reasonably foreseeable by we, including but not limited to, interruption or failure of telecommunications or digital transmission links or Internet slow-downs or failures;
  • 3rd party patches to Client’s Network or patches to applications;
  • Out-of-date Client contact information;
  • Any major changes, such as a version upgrade or complete reinstallation in operating system or Microsoft application such as SQL or Exchange;
  • Any major change such as a version upgrade or replacement in major application such as ERP or Accounting Systems;
  • Activities related to any lawsuit, legal inquiry, e-discovery or other unforeseen request;
  • Physical relocation of Client’s Network;
  • Peripherals external to Client’s Network, including but not limited to 3rd party wireless keyboards, copiers, printers, Network hubs and switches and Network routers;
  • Client data, Client applications, and other aspects of Client’s Network that may be corrupted or may not function; and
  • Causes listed in Section 8 of the Agreement.

7.2 Additional Charges

Our fees for any and all of the above Excluded Services shall be an additional charge over and above the Services purchased under this SLA. Items not covered by manufacturer warranty, such as replacement parts, may incur additional charges including, but not limited to, the cost of the required replacement parts.

8. Limitations on Credits and Remedies

Client is not entitled to a credit if Client is in breach of the Agreement (including any payment obligations to us), until Client has cured all such breaches. Client is not entitled to a credit if downtime would not have occurred but for Client’s breach of the Agreement or this SLA. To receive a credit, Client must contact its Services account manager within 30 days following the end of the downtime or the Service Level or Goal miss. Client must show that its use of the Client’s Network was adversely affected in some way as a result of the downtime to be eligible for the credit. The remedy in this SLA is Client’s sole and exclusive remedy for Client’s Network unavailability and Service Level or Goal misses. Notwithstanding anything in this SLA to the contrary, the maximum total credit for the monthly billing period, including all guaranties, shall not exceed 100% of Client’s fee for that billing period. Credits that would be available but for this limitation will not be carried forward to future billing periods.

9. Services Delivery

Client is responsible for maintaining the following minimum requirements for the Client’s Network:

  • Hardware supported must have an existing manufacturer’s warranty
  • All hardware and software must be commercial grade
  • Client must maintain third party support agreements for specialized or vertical applications
  • All software must be legally licensed
  • Client must have an approved and functioning backup solution
  • All software in use must still be actively supported by the manufacturer
  • Client must have a commercially acceptable antivirus solution

10. Integration

This SLA is part of Client’s Agreement with ITC.