Proactive Managed Service SLA

Proactive Managed Service SLA (Service Level Agreement)

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.

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:

4. Support Tiers

The following table details and describes the ITC support tier levels:

5. Service Request Escalation Procedure

The following outline details and describes our service request escalation procedures:

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.

6.2 Initial Response Time Goal

The Initial Response Time Goal is measured from the time an issue is first reported to us by Client until the issue has been responded to with an initial email or phone call. Resolution of the issue will not be considered to be part of the Initial Response Time Goal.

6.3 Credits

If we fail to meet any of the Service Goals listed in Section 6.1 or 6.2 above, Client shall be eligible for a credit as Client’s sole and exclusive remedy for such failure. Credits will be calculated as a percentage of the fees for the Services for the current monthly billing period in which the failure occurred (to be applied at the end of the billing cycle). If we fail to achieve a Service Goal in a calendar month due to any cause other than a Service Goal Exclusion described in Section 6.4 below, then Client shall receive a credit in the amount set forth in the table below, up to a maximum of the fees Client has paid for the current month to us for one month’s Services.

The maximum Credit may not exceed 50% of one month’s Services fee. The month begins on the first day of each calendar month and continues until the last day of that month. No more than one credit is applicable to any event.

6.4 Services Goal Exclusions

Service levels do not apply to, and we are not responsible for, failure to meet Services Goals resulting from:

  • Client or end-user misconduct;
  • failure or deficient power, equipment or services not provided by us;
  • 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. Service Exclusions

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

  • Client 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
  • Client must have a broadband internet connection
  • All hardware and software solutions must be properly scaled for the task
  • Client must provide adequate working space for the service provider
  • Client must allow ITC reasonable access and support maintenance windows for systems supported
  • Client must have a designated point of contact for ITC
  • Client must have an approved firewall
  • ITC must have access to Client’s systems during business hours

10. Integration

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