White Label Partner Terms of Service

Effective Date: 3/1/2025

The Parties

You (hereafter, “Partner”) have elected to do business with HELPDESK.TECH INCORPORATED (hereafter, “Service Provider”) for management, service, and support of Partner’s supported and managed users, computers, computer networks, computer software, and other technology components (hereafter “Managed Environment”), demonstrated by signed Proposal(s) or Quote(s) and signed MSA (Master Service Agreement, hereafter “The Agreement”) at the time and place on record, and referencing these Terms therein.

Partner is hereby bound by these Terms throughout the duration of The Agreement.

These Terms may be updated from time to time, with or without written notice, as appropriate.

Term of Service

The duration of The Agreement shall be defined in Partner’s signed Master Service Agreement. Agreement shall automatically renew for successive like Terms unless either party provides written notice of termination at least thirty (30) days prior to the end of the current term. Absent a termination notice, no event (except breach) may terminate The Agreement prior to End Date. Upon termination of The Agreement, Service Provider shall transfer and make available to You all property and materials in Service Provider’s possession or subject to Service Provider’s control that are the rightful property of You. Service Provider shall make every reasonable effort to secure all written or descriptive matter that pertains to the Services or Work Product and agree to provide reasonable cooperation to arrange for the transfer of all property, contracts, agreements, supplies, and other third-party interests, including those not then utilized, and all rights and claims thereto and therein.

Ownership Rights

Service Provider shall have ownership to all Service Provider’s Material.

“Service Provider’s Material” consists of all copyrightable:

1. Materials that do not constitute Services or Work Product (as defined in Scope of Services).
2. Materials that are solely owned by Service Provider (“Pre-existing Works”) or licensed to Service Provider.
3. Materials that are incorporated into the Work Product or a part of the Services.
4. Additional materials shall include, but are not limited to: proprietary processes, procedures, documentation, training materials, or other materials unique or special to Service Provider and its operations.

Service Provider shall hold all rights, title, and interest in and to Service Provider’s Material. You shall not do anything that may infringe upon or in any way undermine Service Provider’s rights, title, and interest in Service Provider’s Material, as described in this document. 

Confidentiality

Materials shared between Partner and Service Provider (the “Confidential Information”) including, but not limited to, documentation, product specifications, drawings, pictures, photographs, charts, correspondence, supplier lists, financial reports, analyses and other furnished property shall be the exclusive property of the respective owner (the “Owning Party”) and will constitute valuable trade secrets. Both parties shall keep the confidential information in confidence and shall not, at any time during the term of this Agreement, without prior written consent from the Owning Party, disclose or otherwise make available to anyone, either directly or indirectly, all or any part of the Confidential Information.

Excluded from the “Confidential Information” definition is anything that can be seen by the public or has been previously made available by the Owning Party in a public venue.

Independent Service Provider Behavior

Service Provider adheres to its own policies and procedures concerning code and conduct while serving Your end users and shall always adhere to the height of professionalism. Should a dispute arise between Partner and Service Provider regarding Service Provider’s behavior or the behavior of a representative of Service Provider, Partner agrees to discuss the behavior with a designated account representative as soon as practicable, or at the latest, during regular feedback meetings prescribed by The Agreement.

Service Coverage

Remote Help Desk and any Support of Partner’s Managed Environment will be provided to the Partner by Service Provider through remote (controlled virtual access) means between the hours of 8:00 am – 5:00 pm Monday through Friday in Partner’s choice of Pacific, Central or Eastern U.S. Time Zones, unless otherwise contracted in writing, excluding public and other company holidays. Pillar II and Pillar III Services will be electronically attended 24/7/365 and all non-automated remediation shall be done during business hours. Services qualifying under these conditions, shall be defined here.

1. Support and Escalation – Service Provider will respond to Partner’s Service Tickets under the provisions of The Agreement. Service Tickets must be opened via:
   1. Phone Call or Text to a Unique Support Number
   2. Support Portal, Support Icon, or other similar electronic means as may be designated.
   3. By unique support email.
2. Ticketing – Each service request will be assigned a Service Ticket number for tracking, which will serve as an ongoing repository of service requests either created by the Partner or by Service Provider as a part of ongoing network monitoring.  In the event where a service request and a Service Provider resource is available, the Partner may engage with Service Provider’s Chat Assist dialogue tool through their Partner Portal.  As Service Provider resource may find necessary, a service ticket may be created to track or otherwise follow up with a Partner-disclosed issue in accordance with available timeframes and expectations.
   1. All submitted user-generated tickets or tickets dependent upon user-interaction will receive three contact attempts by a Service Provider representative to the ticket contact, to gain clarity on the details of the request or to gain permission to begin working on the issue. If no response is given to these contact attempts, the ticket will be closed and marked “NO END USER CONTACT | Attempted Outreach – No Call Back” and the ticket will be closed with no recourse.
3. Service outside Normal Working Hours – Any services performed outside of the hours of 8:00 am – 5:00 pm Monday through Friday, excluding public and other company holidays, if undertaken at sole discretion of Service Provider, shall be subject to additional fees according to the Rate Card set forth in these Terms.
4. Actual Liability Limitations – In no event shall Service Provider be held liable for indirect, special, incidental or consequential damages arising under The Agreement or these Terms, including but not limited to loss of profits or revenue, loss of use of equipment, lost data, costs of substitute equipment, or other costs. Service Provider or its suppliers shall not be liable for any indirect, incidental, consequential, punitive, economic or property damages whatsoever (including any damages for loss of business profits, business interruption, loss of data or other pecuniary loss) arising out of these Terms or The Agreement.
5. Service Operations Disclaimer – Partner grants Service Provider authorization to view any data within the regular routine of the repair or system improvement. Partner also authorizes Service Provider to reasonably delete, change, and/or rewrite any necessary information to complete the system repair or improvement that is consistent with the standards and practices in the industry.

Monitor and Remediate Services – Pillars II and III

1. Support for Hardware and Software – When subscribed, Service Provider shall keep a running supported device list (The List) and shall invoice accordingly against Partner’s regular monthly invoice. The List may be reviewed by and between Partner and Service Provider from time to time to ensure accuracy. Service Provider shall provide support for and facilitate vendor replacement of all hardware and systems specified in Service Provider’s running supported systems list, provided that all Software is Genuine, Currently Licensed, and Vendor-Supported. Should any hardware or systems fail to meet these provisions, they will be excluded from this Service Agreement. Should 3^rd Party Vendor Support Charges be required in order to resolve any issues, these will be passed on to the Partner after first receiving the Partner’s authorization to incur them.
2. Monitoring Services Provided Under The Agreement – When subscribed, Service Provider will provide ongoing monitoring services of all critical devices as indicated in Service Provider’s running supported systems list. Service Provider will provide regular reports as well as document critical alerts, scans and event resolutions to Partner. Should a problem be discovered during monitoring, Service Provider shall make every attempt to rectify the condition in a timely manner through remote means or via use of additional monitoring teams as employed by Service Provider.

Network Suitability Requirements

1. Requisite Network Standards for Service Provider Support Qualification – In order for Partner’s existing environment to qualify for Service Provider’s Services, the following requirements must be continually met:
   1. All Servers, Desktops and Computer equipment in the Partner Network, must be manufacturer supported.
   2. All Computers and Network Equipment must have Licensed Software and be supported by its manufacturer.
   3. All Wireless data traffic in the environment must be securely encrypted, without exception.
2. Hardware Equipment Agreement – Partner agrees that all equipment provided by Service Provider will remain sole property of Service Provider which retains a 100% security interest. Such equipment shall be inventoried by make, model, and serial number and may be clearly marked with an inventory tag indicating the equipment is Service Provider’s property. Such an inventory tag shall be provided only for convenience and ease of identification and lack of such inventory tag shall not release Service Provider’s security interest. Partner will not attempt to sell, resale, tamper, troubleshoot, repair, move, add, etc. to this equipment without written permission of Service Provider. Should The Agreement be terminated by either party, Partner agrees to return the property listed in Proposal, or after acquired, to Service Provider within 10 days after the final cancellation date.  During the term of The Agreement, Service Provider shall retain ownership of the administrative passwords to this equipment, and may, at its sole discretion, sell its interest in the equipment to the Partner at the termination of The Agreement.
   1. Partner further acknowledges and gives permission to Service Provider to take possession of said equipment from location listed in event of termination of The Agreement after 10 day grace period, and agrees to compensate Service Provider for expenses accrued during the recovery in addition to all amount owing under the balance of the agreement.
   2. Partner agrees and understands that Service Provider-owned equipment is to be maintained completely by Service Provider, without exclusion.  Any tampering, repair attempt or service completed by another party on said equipment will be identified by Service Provider as a material breach of security, where the Partner willfully breaches a material term of The Agreement and these Terms.
3. Loss Payee Requirement – Partner agrees to make all logical and earnest attempts to keep equipment safe, secure and protected while in their possession. Partner agrees to keep current insurance on Service Provider supplied equipment while in their possession and list Service Provider as an additional loss payee. Partner will provide proof thereof to Service Provider that Service Provider is listed as an additional loss payee, providing a current copy of its insurance declaration sheet showing Service Provider as a loss payee specifically for mobile equipment coverage.  Partner further agrees to be responsible for any and all costs for the repair or replacement of Service Provider supplied equipment while in their possession should it be damaged or repaired by an unauthorized third party.
4. Partner Default – Should Partner default, permission shall not be reasonably withheld to enter Partner premises, under supervision if Partner deems necessary, and remove all of Service Provider’s hardware, and all efforts to recover such property will be deemed consensual and not a trespass. Partner agrees to fully cooperate and will not interfere in any way, including but not limited to involving law enforcement. Partner acknowledges that documented hardware provided under The Agreement belongs to Service Provider, which retains a 100% Security Interest, and Service Provider may repossess or recover without notice, upon breach of The Agreement by Partner.

Out of Scope Services and Interventions

Below is a comprehensive “Out of Scope” list designed to clearly define and protect the boundaries of Service Provider’s service offerings and ensure that Service Provider’s responsibilities are aligned with Service Provider’s core service offerings. The following are listed as exclusions to The Agreement:

1. After-Hours and Emergency Onsite Support
   • Any support, maintenance, or troubleshooting outside our standard business hours (8am–5pm) is excluded, unless otherwise subscribed under separate agreement.
   • Emergency onsite visits are not provided under our service model.
2. Onsite Services and Physical Interventions
   • Physical repairs, installations, hardware replacements, or any work that requires a technician’s presence at the Partner site, which may be contracted under separate agreement.
   • Network cabling, electrical work, or any other physical infrastructure adjustments.
3. Unsupported Hardware and Software
   • Maintenance or troubleshooting of legacy, custom-built, or non-standard hardware and software systems that are not explicitly included in our service agreement.
   • Support in the appropriate trade use of any software product, including but not limited to software used in the execution of accounting practices, architectural skills, legal notation, etc.
   • Devices or systems for which the manufacturer no longer provides support or updates.
   • Any cables or consumables of any kind.
4. Deep-Dive Forensic and Incident Analysis
   • Detailed forensic investigations beyond initial incident triage and escalation are outside our standard scope.
   • Full-scale cybersecurity incident investigations that require specialized, on-site forensic analysis.
5. Advanced Disaster Recovery and Data Forensics
   • Comprehensive disaster recovery planning or restoration services that exceed routine backup and recovery procedures.
   • Services related to large-scale data recovery or physical data center restoration.
6. Customized Project Management and IT Consulting Beyond Agreed Projects
   • Any IT project, implementation, or consulting services that have not been explicitly defined and agreed upon in a separate contract.
   • Major network redesigns, system overhauls, or other complex initiatives requiring prolonged engagement.
7. Third-Party and Vendor Issues Requiring Onsite Intervention
   • Support for problems that arise directly from third-party vendor services where onsite intervention is necessary.
   • Liaison or troubleshooting for issues that fall outside of our contractual responsibilities with third-party providers.
8. Onsite Training and In-Person User Support
   • In-person training sessions, workshops, or user support events. All training and support, if provided at all, are provided remotely.
   • Customized on-site user education sessions or presentations.
9. Home Office or Remote Employee Equipment
   • Support for personal or non-business-critical devices not part of the Partner’s officially managed IT infrastructure.
   • Services for devices located outside of approved business locations unless explicitly covered in the contract.
10. Physical Security and Facilities Management
    • Installation, maintenance, or monitoring of physical security systems (e.g., surveillance cameras, access control systems).
    • Any service involving physical modifications or the security of Partner premises.
11. Unauthorized Data Transfers or Non-Contractual Data Management
    • Data migration, transfer, or synchronization tasks not included in the service scope.
    • Handling of sensitive or non-business data that falls outside the parameters of agreed business operations.
12. Telephony and VoIP Hardware Adjustments
    • Onsite troubleshooting, repair, or configuration of telephony or VoIP hardware that require physical access to equipment.
13. Procurement and Supply of Hardware/Equipment
    • Sourcing, ordering, or delivering hardware, software, or other IT equipment.
    • We may provide recommendations but do not assume responsibility for procurement logistics or vendor negotiations.
14. Custom Integration and Development Work
    • Development of custom integrations, applications, or scripts beyond minor adjustments required for standard support.
    • Any programming or software development projects not clearly outlined in the service contract.
15. In-depth Network Infrastructure Redesign
    • Comprehensive redesign or re-architecture of network infrastructure that exceeds routine maintenance and minor adjustments.
    • Planning and execution of major network expansion or overhaul projects.
16. Compliance Audits and Regulatory Reporting
    • Full-scale audits, compliance reviews, or regulatory reporting beyond our standard support scope, unless previously contracted.
17. Physical Data Center and Server Room Management
    • Onsite management, maintenance, or physical upgrades of data center facilities or server rooms.
18. Managed Print Services Beyond Remote Assistance
    • Direct management, servicing, or repair of printers and scanners that require on-premise technical support.
19. Custom Security Solutions and Onsite Installations
    • Development or deployment of custom security solutions that necessitate on-site hardware installations or modifications.
20. Services Not Explicitly Defined in the Contract
    • Any other tasks or interventions not specifically listed in the agreed-upon service contract or statement of work.

This “Out of Scope” list is intended to safeguard our service boundaries, ensure clarity in service expectations, and protect our remote-only IT services model. Should any needs arise beyond these boundaries, they will require a separate agreement or engagement to address those specialized requirements.

Confidentiality of Service

1. Service Provider and its agents may use Partner information, as necessary to or consistent with providing the contracted services and will use best efforts to protect against unauthorized use.
2. In order to fulfill Service Provider’s duties and responsibilities of maintaining network security and confidentiality, administrative passwords will be retained by Service Provider and kept under tightly controlled release to the Partner. Partner shall protect administrative passwords under lock and key.

Termination / Cancellation Terms

1. The Agreement may be pre-terminated for any reason by the Partner upon thirty (30) days written notice if:
   1. Partner agrees to pay an Early Termination Fee to Service Provider, under the following criteria:
      1. If pre-termination is requested by the Partner, it shall be done solely upon all remedies provided to Partner and Service Provider in these Terms having been first exhausted.
      2. Should all remedies provided to Service Provider under these Terms be exhausted, Service Provider will derive an Early Termination Fee 50% of the remaining value of The Agreement.
      3. Partner will be sent an Early Termination Quotation, for approval and signature – wherein if executed, payment shall be immediately necessary in order to ensure a timely transfer of services to another credible provider.
2. In case of failure of Service Provider to fulfill in any material respect its obligations under The Agreement and these Terms shall be given thirty (30) days to cure such failure following Partner’s written notice of such failure.
   1. Should Service Provider fail to remedy such failure within 30 days of notice, Partner may terminate The Agreement without further obligation, subject to all other conditions of termination or finality of The Agreement.
3. Service Provider reserves the sole right to cancel The Agreement at any time, with thirty (30) days advance written notification.
4. If the Partner chooses to pre-terminate The Agreement, Service Provider will assist the Partner with the orderly termination of services, including timely transfer of the services to another designated provider, under the following stipulations:
   1. Partner agrees that the thirty (30) days advance notice required shall be used for a period of “offboarding,” during which:
      1. All property and software and software licensing solely owned or curated by Service Provider under The Agreement shall be removed from Partner’s premises on a schedule to be determined by Service Provider, but not later than 30 days following notice of termination.
      2. Partner agrees to pay Service Provider the actual costs of rendering such assistance. Actual costs could include but are not limited to: knowledge transfer, data transfer, license transfers or equipment de-installation.
5. Partner acknowledges that in the event of pre-termination, Service Provider shall use any and all remedies under the law to protect any equipment or intellectual property provided in The Agreement.

Service Conduct Definitions

1. Service Provider, at times, may send its employees and/or authorized agents to the Partner’s managed site(s) or service location(s), or may allow its employees and/or authorized agents to remote support Partner’s supported employees and other supported End Users in the Managed Environment during the term of The Agreement. The Partner in no way, may solicit, inquire or otherwise make an arrangement of employment, contract or covenant, either direct or indirect, with an employee of Service Provider, during The Agreement and surviving for a period of three (3) years after an employee is employed by Service Provider.
   1. In the event of a breach of this clause, Service Provider will be entitled to punitive damages, including but not limited to the full face value of The Agreement, and 1 year’s annual salary of the employee solicited, and may cancel all service agreements with the Partner, by virtue of a breach hereto.
2. The Partner acknowledges that during the term of The Agreement, Service Provider has been granted the right to manage some or all of Partner’s Managed Environment, and no subsidiary Technology Service Provider, Managed Service Provider, Service Provider or individual human resource, either by invitation or by solicitation, may investigate, scope or diagnose the contracted portions of Partner’s Managed Environment without prior knowledge of Service Provider.
   1. In any event, where a legal entity or firm has been solicited to investigate the Partner’s Managed Environment, or any supported device thereto, the Partner must immediately notify and request the assistance of Service Provider to comply with an external request. Service Provider may request documentation, including subpoenas or legal service notifications, to assert the nature of the network investigation, in order to ensure that the proper access is provided and scheduled for compliance.
3. Technology Business Reviews – Partner acknowledges that participation in regular Technology Business Reviews (TBR’s) between 1.) the Partner’s Owner, Executive Director, Principal Partner, CEO, or other designated Company Authority, and 2.) the Partner’s designated Virtual CIO or Account Manager as determined by Service Provider, are a requirement for service under The Agreement, and such participation will take place a minimum of four (4) times per year, according to mutually available times and places, on an predetermined regular schedule agreed upon in writing within 30 days of signing The Agreement.
   1. During the TBR, the Partner’s representative will be discussing with Service Provider the Partner’s overall technology strategy, performance of the account, ticket distribution, network stability, suggestions for improvement, and additional products and services that may be required to fully service the account, all according to an agenda set by Service Provider or Service Provider’s authorized representatives.
   2. Scheduled TBR’s may be cancelled upon notice given to either party but must be rescheduled within 30 days of the regular appointment date.

Jurisdiction and Venue of Enforcement

1. The Agreement and these Terms shall be governed by, construed, and enforced in accordance with the laws of the State of Delaware, where it shall maintain Jurisdiction. It constitutes the primary Agreement between Partner and Service Provider for the services outlined herein. The Agreement can be modified only by a signed written Addendum by both parties.
2. If any collection action, litigated or otherwise, is necessary to enforce the terms of the Agreement, Service Provider shall be entitled to reasonable attorneys’ fees and costs in addition to any other relief to which it may be entitled.
3. If any provision in The Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions shall nevertheless continue in full force without being impaired or invalidated in any way.
4. Service Provider is not responsible for failure to render services due to circumstances beyond its control including, but not limited to, acts of God, natural disasters, pandemic, public health crisis, war, civil uprising, or other Force Majeure.

Service Level Agreement (SLA)

In general, Service Provider will not provide an SLA or any guaranteed response whatsoever to the Partner. When subscribed, the following SLA schedule shows targeted times (in business hours) for response and resolution, and this SLA shall only apply to Partners who subscribe to the SLA and pay a separate fee for a Priority SLA on their Invoice. Even when subscribed, these are target times only, and all efforts toward resolution are “best effort” according to the need at the time the problem is presented. There is no monetary guarantee associated with this SLA whatsoever.
Description of Trouble Situation:	Priority Status	Response Time	Resolution Time	Escalation Threshold
PRIORITY = CRITICAL Service not available (All users and functions unavailable)	1 – Highest	1 hour	Unknown	1 hour
PRIORITY = HIGH Significant degradation of service (large number of users or business critical functions affected)	2 – Priority	2 hours	Same Day	2 hours
PRIORITY = MEDIUM Limited degradation of service (limited number of users or functions affected, business process can continue)	3 – Concerning	4 hours	Next Day	4 hours
PRIORITY = STANDARD Small service degradation (business process can continue, one user affected)	4 – Daily	12 hours	24 hours	16 hours

Support Tiers

The following schedule details and outlines the Support Tiers which serve The Agreement
TIER LEVEL	Description of Action within Tier Level
Tier 1 Support	All support incidents begin in Tier 1, where the initial trouble ticket is created; the issue is identified and clearly documented, and basic hardware/software troubleshooting is initiated.
Tier 2 Support	All support incidents that cannot be resolved with Tier 1 Support are escalated to Tier 2, where more complex support on hardware/software issues can be provided by more experienced Engineers.
Tier 3 Support	Support Incidents that cannot be resolved by Tier 2 Support are escalated to Tier 3, where support is provided by the most qualified and experienced Support Engineers who have the ability to collaborate with 3rd Party (Vendor) Support Engineers to resolve the most complex issues.

Hourly Rate Card

Hourly Rate Card for all advisory and technical services as of 1/1/2025

DAY OF WEEK	TIME	SERVICE LEVEL	RATE	MINIMUM
M, T, W, Th, F	8:00am to 4:59pm	Tier 1	$175.00 per resource	$43.75 every 15 min
M, T, W, Th, F	8:00am to 4:59pm	Tier 2	$300.00 per resource	$75.00 every 15 min
M, T, W, Th, F	8:00am to 4:59pm	Tier 3	$450.00 per resource	$112.50 every 15 min
M, T, W, Th, F	5:00pm to 11:59pm	Tier 1	$300.00 per resource	$75.00 every 15 min
M, T, W, Th, F	5:00pm to 11:59pm	Tier 2	$500.00 per resource	$125.00 every 15 min
M, T, W, Th, F	5:00pm to 11:59pm	Tier 3	$900.00 per resource	$225.00 every 15 min
M, T, W, Th, F	12:00mid to 7:59am	Tier 1	$450.00 per resource	$112.50 every 15 min
M, T, W, Th, F	12:00mid to 7:59am	Tier 2	$750.00 per resource	$187.50 every 15 min
M, T, W, Th, F	12:00mid to 7:59am	Tier 3	$1350.00 per resource	$337.50 every 15 min
Sat, Sun	Any	Tier 1	$450.00 per resource	$112.50 every 15 min
Sat, Sun	Any	Tier 2	$750.00 per resource	$187.50 every 15 min
Sat, Sun	Any	Tier 3	$1350.00 per resource	$337.50 every 15 min

Typical Services Found in The Agreement

These services may or may not be included in your Proposal, The Agreement, these Terms of Service, or your monthly invoice. They are provided for guidance and clarification only, and should not be assumed to be covered or offered in The Agreement unless specified as covered or offered.

PILLAR I

END USER SUPPORT

• 8/5 Unlimited Help Desk Support for Day-to-Day Issues (such as):
  • Printer support
  • Software support
  • Email support
  • Smart phone and tablet support
• Support Ticket Management System to Track Issues
• Support Stack at Service Provider Sole Discretion (subject to change at any time)

• ITSM/PSA Integration (when available)
  • Independent Ticketing with regular reporting when integration is not available
• Connectwise ScreenConnect (when subscribed at Pillar I only)
• Kaseya Datto RMM (when subscribed at Pillars I and II)
• BeyondTrust (legacy)

COMMON PILLAR I BENEFITS

User Account and Access Management

• Password Resets: Assisting users with forgotten or expired passwords.
• Account Lockouts: Unlocking accounts due to multiple failed login attempts.
• Provisioning New Accounts: Creating user accounts for new employees.
• Access Requests: Granting or revoking access to shared drives, applications, or resources.

Hardware Support

• Troubleshooting Printers and Scanners: Resolving connectivity or performance issues with peripherals.
• Desktop/Laptop Issues: Addressing boot problems, lags, or hardware failures.
• Peripheral Setup: Assisting with monitors, docking stations, keyboards, or mice.
• Suggesting Equipment Replacement: Recommending faulty hardware like aginig systems, hard drives or power supplies or peripherals be replaced.

Software Support

• Application Installation: Installing or updating software as per user requirements.
• License Management: Ensuring users have valid software licenses.
• Software Troubleshooting: Resolving errors, crashes, or compatibility issues.

Networking

• Wi-Fi Connectivity Issues: Helping users connect to corporate wireless networks.
• VPN Troubleshooting: Assisting with remote access to the enterprise network.
• Email Issues: Resolving problems with sending/receiving emails or syncing devices.

Security and Compliance

• Virus/Malware Removal: Advising on potential threats from infected devices.
• MFA: Assisting users with setting up or troubleshooting multi-factor authentication
• Security Awareness: Responding to phishing attempts and guiding users on secure practices.

Collaboration Tools

• Microsoft Teams/Zoom Support: Helping with meetings, chat, or collaboration issues.
• File Sharing Issues: Troubleshooting problems with cloud services like OneDrive, SharePoint, or Google Drive.

General IT Support

• Incident Documentation and Ticket Resolution: Logging issues, tracking resolutions in a ticketing system, and following up on recurring problems.

OUT OF SCOPE SERVICES

When subscribed only to Pillar I services, the following items are strictly OUT OF SCOPE:

• Non-support related inquiries, or requests for service from non-supported sites.
• Onsite, deskside service, or any service requiring the physical intervention of any device.
• 24×7 monitoring of any computer system, any device, any website, or any application status.
• Overall systems administration and systems engineering, such as recurring problems of any kind, ongoing remote workstation management or remote server management, or management of RMM alerts.
• Changes or decisions affecting Partner’s security footprint.
• Changes that are managed from “the center out” which affect groups of users or entire user bases.
• Software rollouts, hardware rollouts, or workstation deployments.
• User workstation setups that are best handled by FOG servers, Intune and Autopilot, or Immybot, or other such workstation deployment automation and installation software.
• Major revision software updates.
• “Projects by ticket” (installations best served by a project document and communicated timelines rather than ad-hoc ticket submissions).
• Troubleshooting on any system with an Operating System marked “End of Life” by the manufacturer.
• Any liability whatsoever related to changes to any computer system or network device delegated to Service Provider.
• Liaising with billing and/or accounting on matters related to payment for software, licenses, services, or other items unless directly provided by or acquired for Partner by Service Provider.
• Adherence to any SLA or other response time promises Partner has made to Partner’s clients/customers.
• Fixing errors and omissions contained in any third-party resource outside of the direct control of Service Provider.
• Any liability or obligation, monetarily or otherwise, to Partner’s users whatsoever.

HIGH TICKET VOLUMES

• Daily ticket volumes exceeding 3% of Partner’s total subscribed supported seats are considered “Concerning”.
  • “Concerning” ticket volumes will result in extended resolution times of a week or longer.
• Daily ticket volumes exceeding 7% of Partner’s total subscribed supported seats are considered “Unhealthy”.
  • “Unhealthy” ticket volumes risk Partner account suspension and termination without remedy.

PILLAR II

NETWORK AND DEVICE MANAGEMENT

• 24/7 Monitoring for Hardware Failures and Unusual Events
• Operating System Updates/Patching
• Security Updates/Routine System Hardening per SOC/Patching
• Active Directory Maintenance
• User Rights Management
• Shared File Management
• Operating System Updates/Patching
• Support Stack at Service Provider Sole Discretion (subject to change at any time)
  • Kaseya Datto RMM
  • Kaseya Datto Patch Management
  • ThreatLocker – Patch Management
  • ThreatLocker – Config Mgmt
  • ThreatLocker – “store” / Approved applications

COMMON PILLAR II BENEFITS

Network Monitoring and Performance

• Real-Time Network Monitoring: Keeping a constant watch on network performance metrics to identify bottlenecks or outages.
• Bandwidth and Traffic Analysis: Analyzing network traffic to optimize usage and plan for future capacity.
• Performance Reporting: Generating and reviewing regular reports on network performance and uptime.

Hardware Management and Configuration

• Router and Switch Configuration: Setting up, configuring, and maintaining routers, switches, and related network devices.
• Firmware and Software Updates: Applying patches and updates to network hardware to ensure security and performance.
• Device Replacement and Maintenance: Troubleshooting hardware issues, scheduling replacements, and coordinating repairs.

Troubleshooting and Support

• Issue Diagnosis and Resolution: Investigating and resolving network connectivity issues, downtime, or performance degradation.
• Advanced Troubleshooting: Provide seasoned technical support through remote tools.

Network Infrastructure Management

• Network Expansion and Integration: Assisting with integrating new devices or expanding network capacity as the business grows.

Change Management and Documentation

• Implementing Network Changes: Coordinating scheduled maintenance, upgrades, or configuration changes with minimal disruption.
• Documentation of Network Topology: Keeping up-to-date records of network layouts, configurations, and asset inventories.
• Compliance and Policy Enforcement: Ensuring that network configurations and operations adhere to security policies and industry standards.

 

PILLAR III

NETWORK SECURITY MANAGEMENT

• Firewall
• Content Filtering
• Networking and Routing
• Intrusion Prevention (IPS)
• VPN
• Synchronized Application Control
• Web Protection and Control
• Application Protection and Control
• Cloud Application Visibility
• Logging and Reporting

• Support Stack at Service Provider Sole Discretion (subject to change at any time)
  • Kaseya Datto Anti-Virus
  • Kaseya Datto EDR
  • Kaseya RocketCyber SOC for SaaS alerts
  • Kaseya Graphus (Email Filtering / Security)
  • Kaseya Dark Web Monitoring
  • Kaseya 365 Alerting
  • Kaseya User Awareness training (Graphus / BullPhish)
  • ThreatLocker Zero Trust
  • ThreatLocker MDR
  • ThreatLocker Storage Control
  • ThreatLocker Elevation Control
  • ThreatLocker Ringfencing
  • ThreatLocker Network Control
  • ThreatLocker Web Control

COMMON PILLAR III BENEFITS

Identity and Access Management

• Managing Access and Permissions: Ensuring appropriate access to systems and data.
• Enforcing (MFA): Enforcing and troubleshooting MFA for critical business applications.
• Managing Unauthorized Access Attempts: Investigating failed login attempts or suspicious activity and managing password policies.

Endpoint and Network Security

• Managing Antivirus Solutions: Ensuring all endpoints have up-to-date threat protection.
• Managing Firewall Rules: Configuring firewalls to block unauthorized traffic.
• Securing Wi-Fi and VPN: Configuring secure remote access for employees.
• Vulnerability Scans: Scanning systems for security vulnerabilities and applying patches.

Security Awareness and Incident Response

• Phishing Awareness: Educating employees about social engineering threats.
• Investigating and Responding to Security Incidents: Analyzing alerts and logs for signs of cyberattacks or breaches and responding appropriately.
• Monitoring Security Logs and Alerts: Reviewing logs from security tools and firewalls.

Data Protection and Compliance

• Managing Data Encryption: Encrypting sensitive business data in transit and at rest.
• Ensuring Compliance with Industry Regulations (e.g., HIPAA, PCI-DSS, GDPR): Implementing policies and software to meet security and privacy requirements.
• Device Hardening: Applying security policies to company-owned assets.

Cloud and Application Security

• Securing Microsoft 365/Google Workspace/Apple Accounts: Configuring security settings for cloud productivity suites.
• Managing Secure Access to SaaS Applications: Ensuring third-party business applications follow security best practices.

General Security Administration

• Security Audits: Regularly evaluating the security posture of the organization.
• Developing and Enforcing IT Security Policies: Creating policies for acceptable use, data protection, and security best practices.

 

PILLAR IV

BACKUP AND DISASTER RECOVERY

• Advanced On-Site Backup and Disaster Recovery (BDR) Unit, as necessary.
• Local storage and stand-by server in the event of server failure, as necessary.
• Secure Off-Site Storage
• Restoration of Files or Folders
• Full Recovery of Server System State, when appropriate.
• Full Management of the BDR and Remote Storage

• Support Stack at Service Provider Sole Discretion (subject to change at any time)

• • Kaseya SaaS backups (365 / Google)
  • Kaseya Datto Endpoint backup
  • Kaseya Datto Server backup
  • Axcient (legacy)

COMMON PILLAR IV BENEFITS

Backup Management

• Maintaining Backup Solutions: Setting up automated backups for critical data.
• Monitoring Backup Jobs: Ensuring backups run successfully.
• Regular Backup Testing: Verifying that backups are complete, accurate, and restorable.
• Managing Retention Policies: Defining how long backups are stored for business needs.
• Securing Backup Data: Encrypting backups and ensuring access controls are in place.
• Cloud Backups: Ensuring backups are stored in a cloud data center.
• Managing Capacity: Ensuring there is enough storage for new backups and archives.

Disaster Recovery Planning

• Documenting Recovery Objectives (RPO & RTO): Defining acceptable data loss (Recovery Point Objective) and recovery time (Recovery Time Objective).
• Recovery Testing: Conducting regular drills to ensure recovery processes are effective.
• Coordinating with Leadership: Communicating recovery steps with key stakeholders.
• Implementing Business Continuity Strategies: Ensuring critical business functions can continue during a disaster.

Data Restoration and Recovery

• Data Restores for Users: Assisting employees with recovering lost or deleted files.
• Restoring Servers and Workstations After Failures: Recovering full system images and recovering clean backups after hardware or software failures, or cyber attacks.
• Troubleshooting Backup and Restore Failures: Diagnosing issues with backup software, storage, or network.

Compliance and Security

• Ensuring Compliance with Regulations (e.g., HIPAA, PCI, GDPR): Maintaining backup practices that meet industry regulations.
• Monitoring Backup Security Logs: Identifying unauthorized access attempts or backup anomalies.

Continuous Improvement and Reporting

• Reviewing and Updating Backup and Recovery Policies: Adjusting strategies based on business growth, new risks, and technology changes.

General Provisions

Entire Agreement

These Terms contain the entire agreement between the parties relating to the subject matter hereof and supersede all prior agreements or understandings, written or oral, between the parties related to the subject matter hereof. No modification of this Agreement shall be valid unless made in writing and signed by both parties hereto.

Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware without regard to its conflict of laws provisions.

Binding Effect

These Terms shall be binding upon and inure to the benefit of Partner and Service Provider and their respective successors and assigns.

Waiver

The waiver by either party of any breach or failure to enforce any of the Terms contained herein at any time shall not in any way affect, limit, or waive such party’s right thereafter to enforce and compel strict compliance with every term and condition herein.

Good Faith

Each party represents and warrants to the other that such party has acted in good faith, and agrees to continue to so act, in the negotiation, execution, delivery, performance, and any termination of any aspect of The Agreement.

Right to Assign

Service Provider reserves all right to assign, sell, modify, or otherwise alter these Terms at any time, for any reason. Partner may assign Partner’s rights and obligations under this Agreement upon written agreement with Service Provider.

Payments

In the event Partner fails to make any of the payments according to its financial obligation, Service Provider has the right to withhold Services, remove Work Product from Service Provider-owned resources, or seek legal remedy until payment is made in full.

Indemnification

Partner warrants that everything Partner gives to Service Provider in the execution or performance of Services, or the creation of all Work Product is legally owned or licensed to Partner. Partner agrees to indemnify and hold Service Provider harmless from all claims brought by any third party relating to any aspect of the Services or Work Product, including, but without limitation, all demands, liabilities, losses, costs, and claims including attorney’s fees arising out of injury caused by Partner’s products/services, material supplied by Partner, or copyright infringement.

Use of Descriptions of Services or Work Product for Promotional Purposes

Partner grants Service Provider the right to use descriptive text, testimonials, performance metrics, and other images, photos, and/or graphics that demonstrate the Services or Work Product for promotional purposes, and/or to cross-link such items with other promotional resources developed by Service Provider.

No Responsibility for Theft

Service Provider has no responsibility for any third party taking all or any part of the Services or Work Product, results of Services or Work Product, or the improper use by any third party of any Services or Work Product produced by Service Provider.

Right to Make Derivative Works

Service Provider has the exclusive rights in making any derivative works of any Services, methodology, or Work Product.

Attorney’s Fees

In the event any party to The Agreement or these Terms employs an attorney to enforce any of these terms and conditions, the prevailing party shall be entitled to recover its actual attorney’s fees and costs, including expert witness fees.

No Responsibility for Loss

Service Provider is not responsible for any down time, lost files, equipment or electrical failures, acts of nature, force majeure, or any damage resultant from activities considered beyond the control of Service Provider, such as any nefarious activity, war, protest, civil unrest, riots, natural disasters or threat of natural disaster, illness or threat of illness, vandalism, and other events. The parties represent and warrant that, on the date first written above, they are authorized to agree to these Terms in their entirety, and duly bind their respective principals by their agreement at the time of application into The Program.

Glossary

These terms may or may not be included in your Proposal, The Agreement, these Terms of Service, or your monthly invoice. They are provided for guidance and clarification only, and should not be assumed to be covered or offered in The Agreement unless specified as covered or offered.

Active Directory Authentication Services and LDAP		Through Active Directory, we provide our Partners central authentication and authorization services for Windows-based computers. Active Directory also allows our engineers and tools to assign policies, deploy software, and apply critical updates to an entire organization. Active Directory stores information and settings relating to our Partner’s organization in a central, organized, accessible database.
Antivirus Management		Proper configuration and installation of supported antivirus applications on both servers and workstations. Includes ongoing maintenance, such as updates to the application, the virus definitions, and any necessary changes to the configuration. We also monitor your anti-virus software vendor’s website and public sites for information on new viruses and destructive programs.
Application Support, Workstation		Commonly used workstation software packages are fully supported by our staff.  Proprietary line-of-business applications are supported after a 90-day ramp up period.
Authentication Services		A number of systems rely heavily on security to ensure appropriate use and access. Central servers are available to ensure that all Partners attempting to log in to one of these systems are authenticated first.
Availability / Connectivity Monitoring, Firewalls		Continuous monitoring of the availability and connectivity of the Partner’s firewall to ensure the device is up and running.
Desktop Antivirus Management		Every workstation or desktop connected to the Partner network is required to run antivirus software. This forms the second line of defense against viruses – ensuring that if infected files are opened on Partner computers, the virus is identified and file access stopped, preventing further infection.
Desktop Configuration Services and Enforcement		The standard user desktop design and configuration enables efficiency in the services provided by our technicians and tools, and reduces costs significantly through standardization of the computing environment. It also assists in quicker problem-solving when issues occur, and it enables the use of hot-swap computers in the event of a hardware failure. Standard installations are maintained for Windows and Macintosh operating systems. They include the operating system (O/S), standard application packages, drivers for supported hardware and antivirus software.
Desktop Maintenance (hardware and O/S)		We conduct scheduled maintenance of desktops and laptops ensures reliability and stability for users. Optimizing hard drive performance, clearing logs & temp files, O/S patch updates, physical inspections, and other check listed maintenance items.
Desktop Performance Monitoring (Hardware and Applications)		Monitoring of the ongoing health, performance and errors in the operating system software (such as Windows) as well as device hardware components of desktops and laptops. In addition, other applications can be monitored for specific conditions through log file analysis and monitoring of associated processes.
Digital Rights Management (DRM) and Access Control		Protects information from the threats of unauthorized disclosure, modification, or destruction by limiting access to only authorized users.
Email Content and Attachment Filtering		Allows an organization to create and enforce email usage policies for inbound and/or outbound email messages using flexible content filters based on sender and recipient addresses, key words, and attachments. Enables companies to block or re-route inbound email messages containing unwanted email attachments. Allows administrators to use productivity filters to create inbound email policies based on attachment type, such as music, sound and movie files. Allows designated senders, such as the Partner’s designated partners, Partners, and associates, to bypass specified email policies through an optional “approved sender list” feature.
Email SPAM filtering		Filter the Partner’s email prior to arriving at the mail server, removing unwanted spam items and quarantining them.
Encryption Services		Additional protection of Partner information through the use of technologies such as server-to-server level encryption, public key infrastructure (PKI), password-protected files, encrypting routers and key management servers.
Firewall Management		We maintain the system version software and operating system of the Partner’s firewall, continually manage policy and configuration changes, and coordinate necessary service outages with the Partner to minimize access and security interruptions.
Group Policy Management		We set up and manage the infrastructure used to deliver and apply one or more desired configurations or policy settings to a set of Partner’s targeted users and computers within a Partner’s Active Directory environment.
Handheld Computer Support		Support is available for the installation of handheld devices such as smart phones and tablets. Advice is available from assistance with purchases, through to resolution of problems using these devices.
Helpdesk Services		Helpdesk – Provides front-line support services to end-users. It is accessible by phone or email. The Helpdesk provides a responsive service for logging, tracking and resolution of issues encountered by our Partners’ users. The IT Helpdesk is the central communications hub for all IT issues, and ensures Partners are well informed of the progress of their problems. It also ensures the timely resolution of issues through a well-defined escalation process.
HTTP Content Management & Proxy Services		Greatly increase network security by monitoring and policing all traffic outbound and/or inbound to the network, while decreasing the bandwidth usages due to proxy services.
Incident Management		Incident Management is a set of processes whose aim is to ensure any interruptions to normal service for our Partners are kept to a minimum, and the Partner is returned to normal operations as soon as possible. In the event of delays, the Incident Management processes ensure appropriate escalation of incidents to expert staff for timely resolution.
Incident Resolution		The IT Helpdesk is the first point of contact for all IT support enquiries. It is accessible by phone, email, the intranet. Helpdesk staff ensure all incidents are logged accurately and wherever possible resolve issues at the first point of contact. If required, incidents are escalated to expert staff. In those cases the Helpdesk staff ensure timely resolution and maintain communications with the Partner.
Intrusion Detection Services and/or Intrusion Prevention Services (IDS and/or IPS)		We implement and manage a system that collects and analyzes information from a variety of system and Partner network resources, looking for signs of internal misuse or intrusion. IDS alert generally requires human evaluation of the threat and manual intervention to stop an attack. On the other hand, the more subtle and complex rules that an IDS uses to analyze system activity allow it to detect vulnerabilities and intrusions that a firewall may miss.
IT Hardware On-Site Technical Support (via field engineers)		The field engineering team visits Partner sites when necessary for both responsive support issues as well as preventative maintenance to networking devices.
IT Hardware Remote Technical Support		The support desk or NOC resolves issues with networking devices remotely when possible, as well as delivering preventative maintenance when necessary.
LAN support		We provide support services for the ongoing operation and configuration of the Partner’s local area network.
Microsoft Windows O/S Patching		Patches automatically updated on a regular basis to the Partner’s servers and desktops. MS Baseline Analyzer and MS WSUS Server used On-Site, Desktop & Laptop Support. When required, our technicians will travel on-site to perform hardware maintenance, proactive problem diagnosis and repairs. Priority can be placed on severe issues according to our Partner Service Level Agreement.
Network Security Audits & Analysis		Using a combination of specialized tools and expertise, our security specialists discover and document the current security state of a Partner network, taking into account current hardware, operating systems, applications, policies and configuration. We identify vulnerabilities and potential weaknesses that a Partner may be exposed to, and offer a solution to remedy them.
On-Site, Deskside User Support		This hands-on support enables our Partners to get the best out of their computing resources and includes assistance with support, maintenance, planning and minor training issues.
Problem Management		Our Problem Management services include the analysis of data recorded by our support staff to determine common causes of outages or incidents affecting large numbers of users, and then managing the process of identification of the root cause of the problem and elimination of the error from the infrastructure. Thus it has an important role in the continual improvement of our Partner IT Services.
Router and Switch Availability Monitoring		Monitoring the ongoing availability and connectivity of networking hardware.
Router and Switch Performance Monitoring		Monitoring of the ongoing health, performance bandwidth, traffic and errors of networking hardware.
Security Performance Monitoring, Antivirus		Continuous monitoring of the Partner’s antivirus software, including information such as viruses detected/quarantined, virus definition updates, and whether the application is running properly on each device.
Security Performance Monitoring, Firewalls		Continuous monitoring of the health and operation of the Partner’s firewall, including security incidents reported, network traffic, and device availability.
Virus Outbreak Management		In the unlikely event of a major outbreak, it is important that the response is targeted and coordinated properly. An emergency response plan has been created for just that purpose and communications between this team and Partners are maintained throughout the outbreak and recovery period.
VPN support		We provide support services for the ongoing operation and configuration of the Partner’s virtual private network.
WAN support		We provide support services for the ongoing operation and configuration of the Partner’s wide area network
Windows Domain Services		We provide setup, configuration and management of the systems that respond to security authentication requests (logging in, checking permissions, etc.) within the Partner’s Windows Server domain.

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