Effective Date: [02/01/02023]
1. Description of Services
This Managed Network Services Agreement (hereafter, “MNS Agreement”) between XXCUSTOMERXX, herein referred to as “Customer”, and Complete Business Systems of Colorado, Inc., hereinafter referred to as “CBS”, is effective upon the date reflected in the MNS Order Form, and shall remain in force for the period identified on the MNS Order Form.
The CBS offering includes device monitoring and remote services intended for maintaining and managing the Customer’s PC’s, servers, network connectivity, and supported Microsoft Operating Systems. Customer will utilize CBS’ Help Desk during the hours outlined herein, for remote administration and problem resolution on the components covered under this agreement
2. Fees and Payment Schedule
Monthly fees are identified on the MNS Order Form. Monthly fees will be invoiced to Customer on a monthly basis and will become due and payable within ten (10) days of receipt. The monthly fee is based on the number of workstations, servers and firewalls outlined in Appendix C of the MNS Order Form and other services in Appendix D of the MNS Order Form (if applicable). A monthly audit will be conducted and the fee will be adjusted should this number change. CBS, in its discretion, may also invoice Customer for additional fees and costs as necessary to provide the services under this MNS Agreement. A small processing fee will be applied to all invoices. In addition, any payments made by credit card will be charged a convenience fee not to exceed 3%. Services will be suspended if payment is not received within 30 days of the invoice date. Refer to Appendix B of the MNS Order Form for services covered by the monthly fee under the terms of this MNS Agreement. (It is understood that any and all Services requested by Customer that fall outside of the terms of this MSN Agreement will be considered projects and will be quoted and billed as separate projects)
3. Term and Termination
The Managed Network Services Agreement will expire in one-year beginning on the day immediately following the end of the initial term identified on the MNS Order Form.
a) This Agreement may be terminated by the Customer upon ninety (90) days written notice if CBS:
I. Fails to fulfil any material obligations under this MNS Agreement and does not cure such failure within thirty (30) days of receipt of such written notice.
II. Breaches any material term or condition of this MNS Agreement and fails to remedy such breach within thirty (30) days of receipt of such written notice.
III. Terminates or suspends its business operations, unless it is succeeded by a permitted assignee under this MNS Agreement or the Master Terms and Conditions.
b) This Agreement may be terminated by the CBS without cause upon ninety (90) days written notice to the Customer.
c) If either party terminates this Agreement, CBS will assist Customer in the orderly termination of services, including timely transfer of the services to another designated provider. Customer agrees to pay CBS the actual costs of rendering such assistance at CBS’ current non-contractual rates.
4. Coverage
Remote Helpdesk and Management of Customer’s IT networks will be provided to the Customer by CBS through remote means 24/7. On a as needed basis, an on-site engineer will be dispatched between the hours of 8:00 am – 5:00 pm (Mountain Standard Time) Monday through Friday. Network Monitoring Services will be provided 24/7. All services qualifying under these conditions, as well as Services that fall outside this scope will fall under the provisions of Appendix A of the MNS Order Form.
Support and Escalation
Trouble Tickets must be opened by Customer’s designated contact person, by chat or phone to the Help Desk, or by email if chat or phone is unavailable. Each call will be assigned a Trouble Ticket number for tracking.
Service outside Normal Working Hours
Emergency services performed outside of the hours of 8:00 am – 5:00 pm Monday through Friday, excluding public holidays, shall be subject to provisions of Appendix A of the MNS Order Form.
Pricing of Non-Covered Equipment Services
Labor rates and miscellaneous charges shall be at CBS’ current prevailing rates. These rates apply to services performed during normal business hours 8 a.m. to 5 p.m. Monday through Friday. Services performed after hours will be billed at one and one-half (1.5) times the specified rate. Weekend rates are billed at two (2) times the specified rate.
a. A minimum one-hour of labor will be charged for each on-site service call. No work will be performed for Customer after the first hour without Customer’s prior approval. In addition, for each service call, no parts will be used without Customers prior approval if the price of such part(s) is greater than $100.
b. A minimum of one-half hour will be charged for each call to the Help Desk or when remote service technologies are used for non-covered services. All time billed on the Help Desk will be assumed to be approved, as Customer is involved with or has authorized this process. If Help Desk personnel are unable to resolve the issue, an Engineer will be dispatched to the Customer location. Standard CBS rates will apply to the on-site service call.
c. All services shall be performed during CBS’ normal working hours. However, if Customer requests work to be performed during non-working hours, CBS will use its best efforts to provide such services.
5. Maintenance Services
Hardware/System Support
CBS shall provide support of all hardware and systems specified in Appendix C of the MNS Order Form, provided that all Hardware is covered under a currently active third-party vendor support contract; or replaceable parts be readily available, and all software be genuine, currently licensed and third party vendor-supported. Should any hardware or systems fail to meet these provisions, they will be excluded from this MNS Agreement. Should third party vendor support charges be required in order to resolve any issues, these will be passed on to the Customer after first receiving the Customer’s authorization to incur them. Hardware costs of any kind are not covered under the terms of this MNS Agreement.
Under this MSN Agreement, the Customer is entitled to coverage of the supported devices as defined in Appendix C of the MNS Order Form.
Any additional devices added to program will affect the monthly pricing and new pricing will be agreed upon by Customer and CBS. The monthly pricing will be automatically updated with the addition of each device.
b. Customer is responsible for informing CBS of changes to the number of devices supported within five (5) business days.
Virus Recovery for Current, Licensed Antivirus Protected Systems
Attempted recovery from damages caused by virus infection not detected and quarantined by the latest antivirus definitions is covered under the terms of this MNS Agreement. However, this service is limited to those systems protected with a currently licensed, vendor-supported antivirus solution.
Monitoring Services
CBS will provide ongoing monitoring and security services of all critical devices as indicated in Appendix C of the MNS Order Form. CBS will provide quarterly reports as well as document critical alerts, scans and event resolutions to Customer. Should a problem be discovered during monitoring, CBS shall make every attempt to rectify the issue in a timely manner through remote means.
6. Suitability of Existing Environment
Minimum Standards Required for Services
In order for Customer’s existing environment to qualify for CBS’ Managed Network Services, the following requirements must be met:
a. All servers with Microsoft Windows Operating Systems must be running Windows 2008 Server or newer and have all of the latest Microsoft Service Packs and Critical Updates installed.
b. All desktop PC’s and Notebooks/laptops with Microsoft Windows Operating Systems must be running Windows 7 Pro or later and have all of the latest Microsoft Service Packs and Critical Updates installed.
c. All server and desktop software must be genuine, licensed and vendor-supported.
d. The environment must have a currently licensed, up-to-date and vendor-supported server-based antivirus solution protecting all servers, desktops, notebooks/laptops, and email.
e. The environment must have a currently licensed, vendor-supported server-based backup solution that can be monitored and send notifications on job failures and successes.
f. The environment must have a currently licensed, vendor-supported hardware firewall between the internal network and the Internet.
g. All wireless data traffic in the environment must be securely encrypted.
h. There must be an outside static IP address assigned to a network device, allowing RDP or VPN access.
(Costs required to bring Customer’s environment up to these Minimum Standards are not included in this MNS Agreement.)
7. Excluded Services
Services rendered under this Agreement do not include any of the following:
a. New hardware/software, and associated implementation labor, service parts, shipping charges and after hour emergency response are excluded under this MNS Agreement (items must be added to contract before coverage begins).
b. Parts, equipment or software not covered by vendor/manufacturer warranty or support.
c. The cost of any software, licensing, or software renewal or upgrade fees.
d. The cost of any third-party vendor or manufacturer support or incident fees.
e. The cost of bringing the Customer’s environment up to minimum standards required for Managed Network Services.
f. Failure due to acts of God, building modifications, power failures or other adverse environmental conditions or factors.
g. Service and repair made necessary by the alteration or modification of equipment other than that authorized by CBS, including alterations, software installations or modifications of equipment made by Customer’s employees or anyone other than CBS.
h. Maintenance of applications software packages, whether acquired from CBS or any other source unless as specified in Appendix C of the MNS Order Form.
i. Programming (modification of software code) and program (software) maintenance unless as specified in Appendix C of the MNS Order Form.
j. Training services of any kind.
8. Miscellaneous
This MNS Agreement, the MNS Order Form, and the Master Terms and Conditions
9. Acceptance of Service Agreement
This MNS Agreement covers only those services and equipment listed in Appendix B, Appendix C and Appendix D o f the MNS Order Form. CBS must deem acceptable any equipment/services Customer may want to add to this MNS Agreement after the effective date. The addition of equipment/services not listed in Appendix B, Appendix C and Appendix D of the MNS Order Form at the signing of the Order Form, if acceptable to CBS, shall result in an adjustment to the Customer’s monthly charges.