MASTER SERVICE AGREEMENT
Copyright © – Nieto Technology Partners, LLC
All rights reserved.

OVERVIEW… 3

THE FINER DETAILS. 3

OUR GENERAL TERMS AND CONDITIONS. 3

COMMITMENT TERM… 3

ESCALATION.. 4

OUR RESPONSIBILITIES. 4

OUR RESPONSE TIME GUARANTEE. 4

SERVICE REQUEST PRIORITIES. 5

WHAT’S COVERED.. 5

SCHEDULED SITE VISITS. 6

REPORTING–  LU QUESTION FOR TEAM.  CAN WE DO THIS?. 6

YOUR RESPONSIBILITIES. 7

MINIMUM STANDARDS. 7

NON-SOLICITATION.. 8

INSURANCES. 8

CONFIDENTIAL INFORMATION.. 8

EMPLOYEES, CONTRACTOR, AND AGENT. 9

APPROVED BUSINESS SOFTWARE. 9

LODGING OF SERVICE REQUESTS. 9

ACCESS REQUIREMENTS. 9

PRIMARY IT CONTACTS. 10

THIRD PARTY AUTHORIZATIONS. 10

APPENDIX A.. 12

GUARANTEED RESPONSE TIMES & PRIORITY LEVELS. 12

APPENDIX B. 13

RESPONSE TIME GUARANTEE EXCLUSION LIST. 13

APPENDIX C.. 14

AGREEMENT INCLUSION LIST. 14

APPENDIX D.. 18

APPROVED SOFTWARE LIST. 18

APPENDIX E. 19

DEFINITIONS & INTERPRETATIONS. 19

 

 

 

 

 

 

 

 

 

 

 

 

OVERVIEW

We love simplicity – so in short;

You <Insert Client Name>, located at <Insert Client Address> are engaging Nieto Technology Partners of 23707 W. Hardy Rd, Suite A

to provide:

The services to you as outlined in this Agreement for the pricing as outlined in our initial Proposal.

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 do everything. We’ve agreed with You and We’ll do it all 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 Proposal 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 Proposal).

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.

  1. Tech Manager

Name: Jon Steely

Email: JSteely@nieto.com

Phone: 346-372-0836

 

  1. Managing Director / CEO

Name: Daniiel Saenz

Email: Dsaenz@nieto.com

Phone: 713-498-1672

 

Please note that these Escalation Points are not to be used for lodging Service Requests.

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

If You lodge a Service Request through one of these Escalation Channels, this will be treated as an “Emergency Upgrade” Service Request and will be charged at the “Emergency Upgrade” 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 lodged outside Our Business Hours Our Response Time Guaranteed 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.

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 directly in 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 Upgrade”. Please see our Rate Schedule for more information on “Emergency Upgrades”.

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 the 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
Appendix C.

It’s important to note that anything not included in Appendix C is explicitly excluded from Your Agreement and will be billed at our normal rates as found on our Rate Schedule.

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 Teams.

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

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.

 

YOUR RESPONSIBILITIES

MINIMUM STANDARDS

There are some Hardware and Software requirements that You need to have in place in order for Us to meet Our Service obligations, these can be found here www.nieto.com/technologyplatform. 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 of 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 of 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 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.

This list may change over the time we work together under this Agreement. We will email any updates to this list to Your Primary IT Contact.

 

LODGING OF SERVICE REQUESTS

The process for lodging 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 lodged via phone only otherwise Our Response Time Guarantee will only be applicable at Our Medium priority level for these .

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 authorised to lodge 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 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 channel all communication through these people 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 IT Contact is to inform all staff at these times, to ensure fast resolutions.

The role of the Primary 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.

You will be asked to provide the details of your nominated Primary and Secondary IT Contacts during your Onboarding process and you agree to update us if and when these Contacts change during the Term of this Agreement.

 

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.

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 lodged in any other manner than specified in this Agreement and our General Terms and Conditions
  • Issues lodged 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 3rd 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

  • 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;

“Plan Fee” means a quote provided to You by Us;

“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;