IT Support Services Schedule
This is a Schedule to the Terms and Conditions of Awareness Software Ltd. This Schedule applies to the IT Support Services defined below, and as stipulated in a Proposal.
Unless the context otherwise requires, the definitions used in the Terms and Conditions apply to this Schedule. Any other terms defined in this Schedule have that meaning for this Schedule only.
“Extended IT Support Term” has the meaning given to it in the Proposal;
“Initial IT Support Term” has the meaning given to it in the Proposal;
“IT Support Request” has the meaning given to it in Paragraph 2.1;
“IT Support Commencement Date” the date on which we will commence the provision of the IT Support Services, as stipulated in the Proposal;
“IT Support Rates” the hourly rates at which we are to provide the IT Support Services to you, as stipulated in the Proposal; and
“IT Support Services” the services that we provide to you for the support and maintenance of certain software programmes, in accordance with the Proposal and this Schedule.
“Monthly IT Support Quota” the number of hours of IT Support Services we will provide to you per month at the IT Support Rates, as stipulated in the Proposal;
“Premises” the premises at which we will provide onsite IT Support Services where required, as stipulated in the Proposal;
“Supported IT Support Services” has the meaning given to it in Paragraph 2.6;
2. IT Support Services
2.1. The IT Support Services shall comprise us using our reasonable endeavours to provide remote or onsite (at the Premises) technical assistance for the Supported IT Support Services.
2.2. You can contact us to report a IT Support Request using the contact details set out in the Proposal.
2.3. We shall use our reasonable endeavours to respond to a request for IT Support Services during Business Hours on Business Days within 4 hours from the time we receive the IT Support Request. However, we cannot guarantee any particular result or outcome nor within any particular time. In particular, without limitation, we may need to obtain support in turn from a third party that assists us with the provision of the IT Support Services.
2.4. We shall give you regular updates of the nature and status of our efforts relating to any IT Support Requests.
2.5. You acknowledge that, to properly assess and resolve IT Support Requests, it may be necessary to permit us direct access to your systems and, in some instances, the Premises, together with access to your files, equipment and personnel. You must provide such access promptly, provided that we comply with all your security requirements and other policies and procedures notified to us in advance relating to contractors entering and working in your systems or on the Premises. As part of providing the IT Support Services, you agree that we may install monitoring software within your systems and this monitoring software will relay information which we consider relevant to us.
2.6. The IT Support Services will cover the following:
2.6.1. Microsoft Windows, Microsoft Office, Microsoft Server, Microsoft SQL Server, Microsoft Exchange and Apple OS-X running on your servers;
2.6.2. programmes running on workstations or laptops;
2.6.3. programmes running on printers, routers, firewalls, hubs, switches, anti-virus and anti-spam software where we have agreed the relevant specification;
2.6.4. Android, Windows Phone and Apple IOS mobile phone devices or tablets; and
2.6.5. broadband, leased-line or other communications services used to provide Internet connectivity to the Premises where such broadband, leased line or other communications services are provided by us;
(the “upported IT Support Services”).
2.7. The following are expressly excluded from the IT Support Services:
2.7.1. resolving faults or defects that arise as a result of your failure to comply with this Agreement or any other agreement between you and us;
2.7.2. the backup, retention or restoration of Material, unless specified in the Proposal;
2.7.3. software and systems which have been declared “end of life” or otherwise unfit for purpose by the relevant manufacturer;
2.7.4. relocation of your software or systems, unless with our prior agreement;
2.7.5. physical security of your software and systems which may be sited on your Premises;
2.7.6. modifications and enhancement to the functionality of your hardware, software and systems unless undertaken with our express consent;
2.7.7. rectification of any damage directly or indirectly caused by malicious software (e.g. viruses, Trojans or other malware) or malicious activity (e.g. “hacking” or other similar unauthorised access) involving your software or systems;
2.7.8. rectification of lost or corrupted Material;
2.7.9. changing or updating in any way the content of any website that is the subject of this Agreement;
2.7.10. penetration or other similar security testing and evaluation of your software or systems;
2.7.11. disaster recovery, business continuity or other similar planning in relation to your software and systems;
2.7.12. broadband, leased-line or other communications services used to provide Internet connectivity to your premises where such broadband, leased line or other communications services have not been provided by us, unless specified in the Proposal; and/or
programming, consultancy or other similar services which would fall outside what would reasonably be expected of a typical “first-line” desktop IT support engineer (and such exclusions may include database, web server or other infrastructure management associated with e-commerce activities).
We may provide any of the excluded services listed in this Paragraph 2.7 as part of the IT Support Services at our absolute discretion. Subject to Clause 12.2, we will not have any Liability for our provision of any of those excluded services to you, and we reserve the right to charge you for such excluded services at the Rates.
3. IT Support Rates
3.1. We will assess your hardware, software and systems and propose what we would consider the likely minimum time per month (the “Monthly IT Support Quota”) that it would take us to provide the IT Support Services. The Monthly IT Support Quota will be set out in the Proposal.
3.2. In consideration of our provision to you of the IT Support Services, you shall agree to pay to us the IT Support Rates for the amount of time described in the Monthly IT Support Quota during the term of this Schedule.
3.3. We reserve the right to review the Monthly IT Support Quota with you if the work undertaken in relation to the IT Support Service exceeds the Monthly IT Support Quota when taken as an average over a rolling three-month period. If you refuse to increase the Monthly IT Support Quota to a quantity proposed by us then we reserve the right to charge you at the IT Support Rate for any excess IT Support Services exceeding the Monthly IT Support Quota, and/or refuse to provide IT Support Services which may exceed the Monthly IT Support Quota.
This Schedule shall commence on the IT Support Commencement Date. Unless terminated earlier in accordance with this Agreement, this Schedule shall continue for the Initial Term, and shall automatically extend for the Extended Term at the end of the Initial Term and at the end of each Extended Term. Either Party may give written notice to the other Party, not later than one month before the end of the Initial Term or the relevant Extended Term, to terminate this agreement at the end of the Initial Term or the relevant Extended Term, as the case may be.
This document was most recently updated on 5th December 2017.