You: You have the authority to enter into this agreement on behalf of your business and will do everything you can to allow us to provide our world class services to you.

Us: We have the experience and ability to fulfill our commitments as outlined in the Managed Service Provider Agreement and we’ll do it in a professional and timely manner.

We’ll endeavour to provide world class support to you and on top of that we’ll maintain the confidentiality of everything we come across.

Of course, it’s a little more complex than that and there are a few more areas we need to cover, so let’s get down to the Finer Details!

THE FINER DETAILS

OUR GENERAL TERMS AND CONDITIONS

All of the Terms in this Agreement are in addition to our General Terms and Conditions, which can be found at http://www.nieto.com/legal

By signing this Agreement, you also agree to those General Terms and Conditions.

For any terms that exist in both, the terms in this Agreement will override.

COMMITMENT TERM

The minimum term that you have agreed to use our services is outlined in our Managed Service Provider Agreement to you and is referred to as the Commitment Term.

The Commitment Term begins from the first day of the next month (after the date of accepting our Agreement).

After the expiry of the Committed Term, an extension of the Term will automatically commence equal to the period of the original Committed Term, unless earlier terminated as outlined in the ‘Termination’ section below.

ESCALATION

While we strive to provide you with the best possible support at all levels, we leave an open communication channel right up to “the big boss” for you in the event you ever need to escalate an issue further.

If you ever need to escalate a Service Request or Issue, you agree to use the following escalation order to ensure quickest possible resolution time.

Tech Manager

Name: Jon Steely

Email: JSteely@nieto.com

Phone: 346-372-0836

Managing Director / CEO

Name: Daniel Saenz

Email: Dsaenz@nieto.com

Phone: 713-498-1672

Please note that these escalation points are not to be used for logging Service Requests.

All Service Requests must be logged through the normal methods as outlined in our General Terms and Conditions.

If you log a Service Request through one of these escalation points, this will be treated as an “Emergency Hours” Service Request and will be charged at the “Emergency Hours” rate found on our Rate Schedule.

OUR RESPONSIBILITIES

OUR RESPONSE TIME GUARANTEE

We agree to respond to your Service Requests within the maximum time frames set out in Appendix A.

If the response time to an incident exceeds the times set out in Appendix A and provided that you reported the incident to us via the methods as set out in our General Terms and Conditions, you may make a claim for credit within 7 days of the incident in writing to SLA@nieto.com

If we agree your claim is valid, you will be credited 5% of the monthly Agreement amount (this does not include any additional charges incurred in that month) of the month of the incident, to a maximum of 25% per month.

If the support request is logged outside our business hours our response time guarantee does not apply. We will still work on your Service Request as fast as possible, however it will be on a best effort basis.

Response Times are calculated as per the Definition as outlined in Appendix E.

Response Times are guaranteed maximum times to respond to a Service Request. This is time that we will have a tech start working on it and not necessarily resolve it.

Please see Appendix B for a list of the types of Service Requests that our response time guarantee does not apply to.

SERVICE REQUEST PRIORITIES

We classify Service Request priorities as shown in Appendix A.

These priorities tie in directly with our response time guarantee to provide you with information about how quickly we will respond to your issues.

If you require a Service Request that would normally be classed as a High, Medium or Low priority to be escalated and remediated as a Critical Priority – then you can request for an “Emergency Hours” upgrade. Please see our Rate Schedule for more information on “Emergency Hours” rates.

As we know, not everything in life fits into a box so the final decision on classifying the priority of an issue will be made by our responding technician.

WHAT’S COVERED

As part of this Agreement, we endeavour to include all day-to-day IT support items that are typically required to run a typical business technology baseline infrastructure.

You can see a list of all the items we will cover under this Agreement in
Managed Service Provider Agreement.

It’s important to note that anything not included in Managed Service Provider Agreement is explicitly excluded from your Agreement and will be billed at our normal rates as found on our Rate Schedule, which can be found in the Managed Service Provider Agreement.

From time to time, we may provide support for items not explicitly included in Appendix C without charge – however we will do this at our sole discretion.

SCHEDULED SITE VISITS

As part of this Agreement, we will perform either Monthly or Quarterly Onsite Visits as indicated in the Proposal.

These visits are 4 hours in length and will be attended by one of our Techs.

During these visits, we will perform a physical inspection and clean, if necessary, of all your Networking and Server Infrastructure at your main site.

We will send your Primary IT Contact a reminder email 7 Business Days before every Onsite Visit so you and your team can have any requests addressed.

We will select the recurring day and time with you during the Onboarding process.

You agree to give us at least 7 Business Days notice if you need to re-schedule or amend an upcoming Visit. If you don’t give us at least 7 Business Days notice, that monthly or quarterly site visit allowance will still be counted as used.

REPORTING

Each Month, we will email your Primary IT Contact a list of any Service Requests that we currently have in our system that are currently waiting on input from you. This is to help figure out what Service Requests may be on hold while we are waiting on more information from someone on your team.

Every six months, we will email an Executive Summary report to your Primary IT

Contact with metrics from the previous months use of our services.

This report will contain metrics such as:

Number of Service Requests Opened and Closed for the Month
The Top 5 Users for Service Request Volume at your business
Service Request Types (by Category)
Upcoming Warranty Expirations

We may modify the metrics we use in this report from time to time as we continually improve how we report to our clients.

BIANNUAL BUSINESS REVIEWS

As part of this Agreement –we will provide a Biannual Business Review Session. Think of this session as meeting with your Virtual IT Manager.

In this session, we run through items such as, but limited to, the following:

Last six months Metrics
Your Plans for the next six months
Refresh Cycle Update / Minimum Standards
Technology Budget Update
Technology Update
Anything else you need to raise / discuss related to your IT

You agree to allocate 2 hours to each of these sessions to ensure that we can provide our Service to you at the world class levels that we strive for.

You agree to give us at least 7 Business Days’ notice if you need to re-schedule or amend an upcoming Biannual Business Review. If you don’t give us at least 7 Business Days’ notice, the scheduled Business Review will still be counted as used.

YOUR RESPONSIBILITIES

MINIMUM STANDARDS

There are some Hardware and Software requirements that you need to have in place for us to meet our Service obligations, which can be found in Appendix D. We will update this list from time to time as certain technologies age and other technologies are released and tested by us.

If you do not have all these Minimum Standards in place before your Agreement start date, we will work with you on a plan to bring your Network up to our Minimum Standards.

We understand that this may take some time depending on timing and budgets so we will do our best to support any items that do not currently meet our Minimum Standards.

However, if an item requiring support does not meet our Minimum Standards, it will be at our sole discretion whether we charge you for any time incurred for supporting that Item.

NON-SOLICITATION

Both parties agree that each of them would gain substantial benefit if either party were to directly work with any Client, Employee, Contractor or Agent engaged by the other party.

Therefore, both parties will not, without the prior written consent of the other party, engage with any of the other parties Clients, Employees, Contractors or Agents directly and indirectly during the term of this Agreement and for a period of five (5) years following expiration of this Agreement.

Should either of the parties be approached by any of the other parties Clients, Employees, Contractors or Agents to request any work to be performed or Offer any Services that hasn’t been approved by the original party, then each party must refuse the request and inform the other party within 2 business days.

INSURANCES

Both parties agree to maintain, at their own expense, commercial Public and Professional Liability Insurance at a minimum of $1 million dollars.

Each party also agrees to maintain at their own expense all other Insurances required to protect themselves, their team, their contractors and their agents including but not limited to Personal Injury Insurances, Worker’s Compensation Insurances, Automobile Liability Insurances and Goods in Transit Insurances.

Each party agrees that any Insurance claims that may arise out of any work performed under this agreement will be dealt with under their own Insurance Policies and agree to not make any claim against the other parties Insurance Policy.

CONFIDENTIAL INFORMATION

During the course of this Agreement, both parties may learn from each or be privy to certain non-public confidential information about the other parties own Business, their Clients Business, their Employees, their Contractors, their Agents and other confidential company related matters.

Both parties agree to regard all such information they might receive as confidential and shall treat it as such.

EMPLOYEES, CONTRACTOR, AND AGENT

Both parties agree that they will maintain separate Agreements with all of their Partners, Employees, Contractors and Agents that protect all the rights and inclusions covered within this Agreement.

APPROVED BUSINESS SOFTWARE

The list in Appendix D shows all the Approved software that can be installed on any of the Computers or Devices covered by this Agreement.

This doesn’t mean that all other software can’t be installed – it simply means that if other software is installed, then it’s up to our sole discretion whether we cover any Service Requests related to any other Software under the scope of this Agreement.

If we deem any Service Requests to be Out of the scope of This Agreement, we will ask for Your approval before performing any work since it will be considered billable.

This list may change over the time we work together under this Agreement.

LOGGING OF SERVICE REQUESTS

The process for logging Service Requests is outlined in our General Terms and Conditions as referenced in the General Section of this Agreement.

Critical and High Priority Service Requests must be logged via calling our support line only. If not, our Response Time Guarantee will only be applicable at our Medium priority level.

It’s important you and your team follow this process to ensure you are guaranteed to receive the support at the levels we have promised.

You agree to make sure your team is aware of any restrictions you have in place regarding who is authorized to log Service Requests, as all requests received by us will be chargeable and / or allocated against this Agreement.

ACCESS REQUIREMENTS

You agree to allow us full and free access to your computers, associated equipment, your premises and your team for the purposes of providing the Services in this Agreement.

If there is anything that interferes with our access, we may in our absolute discretion charge you for any extra time incurred.

PRIMARY / SECONDARY IT CONTACTS

You agree to nominate from your team a Primary IT Contact and a Secondary IT Contact (who We will treat as the Primary IT Contact should the current Primary IT Contact not be available).

When issues of Critical and High Priority are happening, your Team are to escalate all communications of these issues through the Primary and Secondary IT contacts during business hours.

This allows our team to work most effectively in restoring your services as fast as possible, instead of fielding calls from multiple sources about the same problem.

The Primary / Secondary IT Contact is to inform all staff at these times, to ensure fast resolutions.

The role of the Primary / Secondary IT Contact is to also assist our team to be the eyes and hands onsite, to allow them to remotely diagnose and solve issues in the fastest possible manner.

THIRD PARTY AUTHORIZATIONS

In order to be able to assist you quickly in times of need, you need to make sure we are authorized to work with all of your external Vendors that we may require to work with to provide you our Service.

This includes but is not limited to your Internet Service Provider, your web and domain hosting provider and your telephony provider.

During your onboarding process we will run through with you to determine all the vendors you will need to give authorization to.

If we are not authorized for a particular vendor, we may in our absolute discretion, charge you extra for any time it takes us to obtain authorization for us to deal with that vendor on your behalf when needed.

If you start working with any new vendors that we will need to interact with after we start work on this Agreement, you agree to make sure that we are authorized to act on your behalf on commencement of your relationship with the new vendor.

APPENDIX A

GUARANTEED RESPONSE TIMES & PRIORITY LEVELS

The following table shows the Guaranteed Response times for each priority level and provides priority level examples. Time is based on business hours; 8:00AM-5:00PM Monday-Friday, excluding holidays.

PRIORITY	EXAMPLES	GUARANTEED RESPONSE TIMES
Critical	Your Main Server is offline and all users are unable to work.	2 Hour
	One of your Network Switches has failed and stopped half the company from working.
	A VPN link between 2 x offices is offline causing one office to be unable to work.
High	Your Internet Connection is offline, users can still work locally	4 Hours
	Your CEO’s computer has stopped working
	Your main Accounting Software has stopped working
Medium	A user’s desktop won’t turn on so they can’t work	6 Hours
	One of the main printers is not working, but users can print to another one
	A user is having problems connecting to the Wireless network
Low	Printing is slower than normal	8 Hours
	A single user is unable to scan
	A user needs a program installed on their PC
No Priority	Pro-Active maintenance of systems	N/A

APPENDIX B

RESPONSE TIME GUARANTEE EXCLUSION LIST

The Response Time Guarantee does not apply to:

Additions, moves or changes to users, devices, configurations, or network
Issues logged in any other manner than specified in this Agreement and our General Terms and Conditions
Issues logged outside our Business Hours
Items caused by Hardware or Software not meeting our Minimum Standards
Service Requests related to Software not on our Approved Software List (see Appendix D)
Service Requests for issues that have been caused by you not acting on advice or recommendations given by us
Service Requests for Issues caused by you or third parties modifying any Hardware or Software Configuration
Service Requests for issues related to user-initiated Virus and Malware Infections
Service Requests for Issues involving the sourcing of Hardware/Software
Service Requests for Hardware and Software issues of items that are not under current warranty or maintenance coverage

APPENDIX C

AGREEMENT INCLUSION LIST

DESCRIPTION	FREQUENCY	INCLUDED
è CONSULTING
Onsite Quarterly Business Review (QBR)	Quarterly	YES
End-User Office365 Training Program	24x7x365 Via Portal	YES
è DESKTOP, LAPTOPS AND SERVERS
Setup New Profiles on Desktops and Laptops	As Needed	YES
Add / Edit / Delete User Accounts	As Needed	YES
Forgotten Password Resets	As Needed	YES
Archive Old User Accounts (Backup Email & Files)	As Needed	YES
Setup & Maintain Security Groups	As Needed	YES
Setup & Maintain Network Drives	As Needed	YES
Restore Files from Backups ⁽¹⁾	As Needed	YES
Troubleshoot Operating System Not Working	As Needed	YES
Troubleshoot Microsoft Office Not Working	As Needed	YES
Troubleshoot Anti-Virus Not Working	As Needed	YES
Reboot Servers	As Needed	YES
Troubleshoot Hardware Issues ⁽³⁾	As Needed	YES
Hard Drive Clean-up (Remove Temp & Unnecessary Files)	As Needed	YES
Warranty Claim Processing ⁽³⁾	As Needed	YES
Microsoft Patch Management (Service Packs & Updates)	Daily	YES
Update Approved 3^rd Party Applications (Adobe Flash, Adobe Reader, PDF Creator, Java, 7-Zip)	Daily	YES
Monitor all Critical Server and Computer Services and Fix	24x7x365	YES
Monitor Anti-Virus Running & Protection Enabled	24x7x365	YES
Monitor Anti-Virus Definitions +Updating Correctly	24x7x365	YES
Monitor Anti-Malware Running & Protection Enabled	24x7x365	YES
Monitor Anti-Malware Definitions Updating Correctly	24x7x365	YES
Monitor Hard Disk Health + Space & Defrag if Necessary	24x7x365	YES
Monitor High CPU Usage	24x7x365	YES
Monitor Security and Event Logs	24x7x365	YES
Roll out our Best Practise Security Policies	On-Going	YES
è BACKUPS AND DISASTER RECOVERY
Monitor Server and Computer Backups ⁽¹⁾	24x7x365	YES
Troubleshoot Server and Computer Backup Failures ⁽¹⁾	As Needed	YES
Monitor Office365 Backups ⁽¹⁾	24x7x365	YES
Troubleshoot Office365 Backup Failures ⁽¹⁾	As Needed	YES
Manual Test Restore & Report of All Approved Backups ⁽¹⁾	Monthly	YES
è PRINTERS
Clear & Reset Printer Queues	As Needed	YES
Troubleshoot Printer Issues	As Needed	YES
Add / Edit / Delete Printer Mapping Group Policies	As Needed	YES
Add / Edit / Delete Printer Drivers for Existing Printers	As Needed	YES
Troubleshoot Printer Hardware Issues ⁽³⁾	As Needed	YES
Warranty Claim Processing ⁽³⁾
è NETWORK
Troubleshoot Internet Service Provider Issues & Outages	As Needed	YES
Troubleshoot Network Switch Issues	As Needed	YES
Troubleshoot Wi-Fi Access Point Issues	As Needed	YES
Update Wi-Fi SSID / Keys	As Needed	YES
Troubleshoot Router Issues	As Needed	YES
Troubleshoot Firewall Issues	As Needed	YES
Firewall Security Audit and Adjustment	Monthly	YES
Monitor Network Switches Operations & Availability	24x7x365	YES
Monitor Wi-Fi Access Points Operations & Availability	24x7x365	YES
Monitor Router Operations & Availability	24x7x365	YES
Monitor Firewall Operations & Availability	24x7x365	YES
Warranty Claim Processing ⁽³⁾
è DOMAIN NAMES
Add / Edit / Delete MX Records	As Needed	YES
Add / Edit / Delete TXT Records	As Needed	YES
Add / Edit / Delete PTR Records	As Needed	YES
Add / Edit / Delete CNAME Records	As Needed	YES
Add / Edit / Delete A Records	As Needed	YES
è MOBILE PHONES & TABLETS
Configure Outlook or Mail App ⁽²⁾	As Needed	YES
Configure Skype for Business App ⁽²⁾	As Needed	YES
Configure OneDrive for Business App ⁽²⁾	As Needed	YES
Configure Teams for Business App ⁽²⁾	As Needed	YES

è OFFICE 365
Add / Edit / Delete User Accounts	As Needed	YES
Add / Edit / Delete User and Security Groups	As Needed	YES
Add / Edit / Delete Shared Mailboxes	As Needed	YES
Add / Edit / Delete Distribution Groups	As Needed	YES
Forgotten Password Resets	As Needed	YES
Archive Old User Accounts (Backup Email & OneDrive)	As Needed	YES
Restore Files from Backups ⁽¹⁾	As Needed	YES
Install & Connect OneDrive Desktop Client ⁽²⁾	As Needed	YES
Install & Connect Skype for Business Desktop Client ⁽²⁾	As Needed	YES
Install & Connect Teams Desktop Client ⁽²⁾	As Needed	YES

(1) Only applies to when using the Backup Platforms in our Recommended Technology Platform.

(2) This assumes that you already have the back-end systems and company-wide configurations all setup and configured for this product. If you don’t, then we will discuss with you the scope of any potential Project and send you a separate Proposal for your review.

(3) As you can appreciate, it’s hard to build a profitable and sustainable business offering “Unlimited Support” at a reasonable price for items that we didn’t recommend, sell and install.

As such, if the Hardware we are troubleshooting was not purchased from us and/or the device is not currently covered by the Manufacturer’s warranty, a care pack or a maintenance agreement, then it is in our sole discretion as to whether we will cover this work under the Scope of this Agreement or set it as Billable Out of Scope work.

APPENDIX D

APPROVED SOFTWARE LIST

The versions of Software included in this list must be current and in support from the vendor. Software that is End-of-Life (EoL) or is no longer supported is outside the scope of this agreement. Support for old software will be “best effort” and will be billed at an hourly rate as listed in the Rate Table.

Microsoft Software – Microsoft Office Suite
Google Chrome
Adobe Applications – Reader, Air, Shockwave
Java Runtime Environment
PDF Creator
7 Zip
FileZilla
SentinelOne Anti-Virus
M360 –Backup Manager

APPENDIX E

DEFINITIONS & INTERPRETATIONS

“Agreement” means any arrangement between us and you (whether alone or in conjunction with any other person) for Services and/or the provision of Goods provided by us under an arrangement in connection with Work agreed to be done or progressed for or on behalf of You or any other person at your request, including as set out in this Agreement and any corresponding Proposal;

“Proposal” means a Quote or Proposal provided to you by us;

“Rate Schedule” means the schedule of rates, charges and conditions for the services of ours as set, and as may be varied, by us from time to time in our absolute discretion;

“Recommended Technology Platform” is the list of Software and Hardware found at www.mycompanyname.com/rtp and updated by us from time to time.

“Response Time” Response Time is measured as the difference between the time we are first notified of a New Service Request as per the process outlined in our General Terms and Conditions and the time that we start providing Service on the Service Request. we do not count any triage, scheduling or dispatch work when calculating Response Times.

“Services” means the provision of any services by us including Work, advice and recommendations;

“Service Request” means any request for work that either you ask us to perform or we perform proactively on your behalf;

“Software” includes software and any installation, update, associated software and any services provided in connection with any of these things;