(a) At the Effective Date of this Plan, Think Technologies will invoice and collect payment for any known set-up fees and the first month of Services associated with this Plan. This payment must be received before any Service under this Plan can be scheduled or delivered.
(b) Think Technologies has based its fee under this Plan on a minimum commitment (“Base Price”) made by Client over the term of the Agreement. Think Technologies makes certain investments and incurs certain irrecoverable expenses based upon that minimum commitment. Client understands and agrees that its monthly fees cannot be made any lower than the Base Price during the term. Client’s fee under this Plan consists of the Base Price plus a calculated amount of “flex pricing” used to arrive at the monthly billed amount. The flex pricing is designed to allow Client to grow or downsize, if needed, to a dollar amount as low as the Base Price.
A Covered Component is any server, PC, router, switch, software, or other IT component to be maintained pursuant to this Addendum. To be a Covered Component, the device must be attached to a network which also has the Think Technologies managed service agent installed on a server or PC. Any work done by Think Technologies to resolve any issues on a device or software that is not a Covered Component is considered billable outside of this Plan
(a) Think Technologies will take proactive steps to detect and possibly predict and preemptively avoid the malfunction of a Covered Component. Proactive services include monitoring and alerting, patch management and backup verification. These services are designed to report to Think Technologies performance and availability data concerning Client’s network and to alert Think Technologies’ Service Desk to potential problems. Monitoring Services do not include the provisions of any intrusion detection services nor do they address any other security concerns.
(b) Think Technologies will provide Service Desk services, as described in the Agreement.
(c) Co-Managed IT Services are focused on support and maintenance on the core infrastructure of a system and not on day to day service desk operations. End user issues that occur at the desktop level, are expected to be handled by internal IT personnel. Escalations of these issues to Think Technologies Service Desk, may be covered by a block time if specified in the Think Technologies Service Terms above; otherwise service requests under this scope are billed at the then billable hourly rate.
(d) If Block time engineering hours are provided, then they are to be used for Service Desk (break/fix and minor implementations) operations only, exceptions to this will be described as notes in the Think Technologies Service Terms section above.
(e) Think Technologies will use diligent efforts to manage the restoration of malfunctioning Covered Components to good working order. Note: Think Technologies does not maintain an inventory of spare parts or replacement hardware. It is Client’s responsibility to enter into appropriate warranty/replacement arrangements with hardware vendors and/or purchase spare replacement components.
(f) Client agrees that, in order for Think Technologies to provide the Think Technologies Co-Managed IT Services, (i) all Windows servers in a domain must be covered; and (ii) all workstations in an office must be covered. All sites within the Windows domain must be covered, but all offices do not need to be covered. Exceptions to this are at Think Technologies Group sole discretion.
(g) Client will ensure that all office workstations and laptops will be left turned on at night so Think Technologies can perform required workstation maintenance and proactive support.
(h) Think Technologies will use diligent efforts to deploy software patches or operating system software in a manner that will, in a timely fashion, address the security or functionality concerns for which a patch was released. Think Technologies will only deliver patches that have been tested and released by the original manufacturer of the software being patched. Client acknowledges that some patches may cause operating difficulties or “break” other software, and agrees that Think Technologies will not be responsible for the potential adverse effects of applying such a patch.
(i) Client agrees that, in order for Think Technologies to provide proper service, the client must agree to and adhere to Think Technologies qualified and industry best practices for configuration and design of their IT infrastructure. Any exception to this is at Think Technologies sole discretion.
(j) Client agrees to allow the deployment of and managed of Think Technologies’ preferred antivirus software of choice. This software is a required part of the Co-Managed IT Services Plan.
(k) Client agrees to allow for the deployment of and is responsible for the corresponding costs of a proper anti-Crypto Ransomware software of Think Technologies’ choice. This software is a required part of the Co-Managed IT Services Plan and allows for inherently faster recoverability and security of the client’s network.
(l) Because of the inherent liability of shared administrative access, the Client agrees that Think Technologies will hold the sole administrative access to all components of the IT infrastructure managed by Think Technologies. Exceptions to this practice are made on a case by case basis at the sole discretion of Think Technologies. For Co-Managed IT Services, Think Technologies shall be provided with administrative access to all core infrastructure, services, and domains. Additional administrative access beyond internal IT personnel and Think Technologies personnel must be agreed to by both parties.
(m) For Co-Managed IT services, client agrees that any work done by Think Technologies to resolve issues caused by persons outside of Think Technologies staff will be considered billable outside of this Plan at the standard Think Technologies Professional Services rate.
(a) Client’s data backup systems may be listed as a Covered Component on this Plan. However, Client agrees and understands that, unless Think Technologies is providing Client with a fully managed backup solution under a Managed Backup Plan, Think Technologies can make no guarantees as to whether or not actual backups are taking place. Therefore Client is ultimately responsible for ensuring that data backups have actually been performed and are available in the event of any failure of the backup subsystem which leads to any data loss or the inability of the backup subsystem to restore data at any time.
(a) After Hours is defined as any time outside of the Service Hours set forth above. Think Technologies agrees to provide After Hours Support at no additional charge, during the Term if the After Hours option is selected and indicated above.
(b) If the After Hours option is NOT indicated above, all After Hours work performed by Think Technologies will be billable to Client as an additional Service, per the terms of the Agreement
Think Technologies will use diligent efforts to meet the response times and service level targets, as detailed in Appendix A of this Plan. Response Time is defined as the period of time between a malfunction being reported to the Service Desk or Service Desk becoming aware of a malfunction and Think Technologies beginning the resolution process. Resolution means the attempt of removal of the issue by updating or configuring system software, arranging for the delivery of a replacement component, or providing other workaround.
Any installation, reconfiguration, or update requiring more than (4) hours of engineering effort is billable at the Think Technologies Professional Services rate. If the engineering labor is less than (4) hours, the time will be covered by the Plan.
A formal disaster recovery or business continuation plan is not within the scope of this Plan. Although the services to be provided under this Plan are designed to provide managed IT continuity and will, under certain conditions, provide the ability to recover from certain disasters, it should in no way be considered a formal disaster recovery or business continuity plan. If Client requires a true disaster recovery or business continuation plan, including testing of the plan, Think Technologies can assist Client with the development of such a plan. All time spent in the development and testing of this plan would be billable as Professional Services.
Think Technologies will, at its expense, maintain updated documentation on Covered Components to facilitate the providing of Service. This documentation is considered Think Technologies proprietary information and is completely owned by Think Technologies. Upon termination of the Agreement, Client shall hold no right to internally generated documentation; however, Think Technologies will ensure the new IT vendor will have all necessary access to devices that Think Technologies previously held access to.
The following items, fees, and/or services are excluded from the Service:
(a) Covered Component(s) which, in Think Technologies’ opinion, cannot be properly serviced due to end of life conditions, expiration or termination of warranty or support by the manufacturer, unavailability of documentation or parts, or that exhibit excessive damage.
(b) Provision of operating supplies or accessories or materials for painting/refinishing any Covered Component(s) or electrical work external to Covered Component(s).
(c) Maintenance of accessories, alterations, attachments, upgrades or other devices; or services related to any relocation of Covered Component(s) unless specifically listed in a Plan.
(d) The cost of any parts, equipment, or shipping charges of any kind
(e) Third-party software license fees, renewal fees, or upgrade fees of any kind (except in connection with software provided by Think Technologies in support of the Service).
(f) The cost of any third-party vendor or manufacturer support or incident fees of any kind.
(g) The cost to bring Client’s environment up to minimum standards required for Service.
(h) Programming (modification of software code) and program (software) maintenance unless as specified.
(i) Training Services of any kind.
(j) Moving hardware from one physical location to another physical location, interoffice or intra-office.
(k) Network Printers – Think Technologies covers only the maintenance support of the network connection of network enabled, shared printers/copiers. Any other printer maintenance is not covered.
(l) Locally attached Printers – Think Technologies covers only the maintenance support of the printer connection and printer drivers of locally attached printers. Any other printer maintenance is not covered.
(m) Support, maintenance, and repair of VoIP phones or phone systems of any kind unless a specific VoIP service is obtained through Think Technologies.
(n) Locally attached peripherals – any peripheral attached to a workstation/laptop including, but not limited to USB hard drives, scanners, docking devices, cameras, telephony, VoIP phones are limited to best effort unless specifically listed on this Plan.
(o) Multifunction Printer/Copier/Fax – Fax and copy functions are not supported. Think Technologies supports the ability to print as it pertains to the network configuration and server/workstation configuration. Printing supplies and printing maintenance is not covered.
(p) Cellular Phones/Mobile Devices/Tablets – Any mobile device that cannot have the Think Technologies managed services agent installed.
(q) Any software, application or device which, in Think Technologies’ opinion, (i) uses hardware or software that is no longer supported by the manufacturer or vendor; (ii) is configured or implemented in a manner that is disapproved by the manufacturer or vendor; or (iii) the use of which Think Technologies deems to be against best practices.
Think Technologies will use diligent efforts to meet the requirements in this Service Level Agreement. All hours are business hours unless Client has acquired 24 x 7 support option.
