Terms & Conditions - MaxPro™ Technology Management Solution

This agreement is an additional agreement to the Client's existing Switchfast Flexible Service Agreement (FSA) and serves to outline an additional service provided by Switchfast. The contract is subject to complete terms & conditions found at www.switchfast.com/terms.aspx.  All terms and conditions from the Client's LOE still apply unless otherwise outlined below. Switchfast and Client agree as follows:

1.0       PURPOSE AND SCOPE

Client desires to outsource the platform and/or support for its information technology infrastructure.  Switchfast shall provide Client with the MaxPro Technology Management Solution to achieve these goals. Additionally, both remote and on-site technical assistance are available from Switchfast as necessary at a discounted hourly rate for projects and development work.

2.0    SERVICES

2.1        MaxPro Managed Services
Server, PC, Laptop, Network and management services as outlined in this document. As part of this Agreement Switchfast will provide a dedicated technical account manager whose responsibility will be to work with Client management to determine an appropriate technology strategy for Client and to meet with Client management on service level acceptability, current issues and to plan proactive work on an agreed upon periodic basis. Switchfast will keep an accounting of service and provide Client with a periodic report.
2.2    MaxPro Staff Services and Hours of Operation
From time to time the Client may request Switchfast to provide technical support. MaxPro staff shall be available from 7:00 a.m. to 7:00 p.m. Central Standard Time, Monday through Friday. If not included in your MaxPro plan, emergency support services and after hours support is available for an additional outside of normal business hours or for Saturday and Sunday support. MaxPro office is closed on Federal Holidays. MaxPro staff will respond to emergency requests after normal business hours within a 15 minute period. 
2.3    Response Times
a.    2 hour response for remote services.
b.    2 business-hour response for emergency on-site support services.  Emergency service is characterized as involving a mission-critical function
c.    8 business-hour response for non-critical on-site support services
2.4    Exclusions and Limitations
a.    Development work, defined as creation, review or modification of application code, website pages and copy or database table architecture, is explicitly excluded from all MaxPro agreements unless additional Annualized Hours are purchased.  If no Annualized Hours plan exists, such work will be billed either under a separate retainer agreement, on a project basis or as Time and Materials labor.
b.    Seat moves, defined as office, cubicle or seat moves of an individual user's workstation and/or telephone within the same physical address are limited to one (1) per month per ten (10) employees.  Additional moves will be estimated and quoted as a wholly separate project.  In addition, all moves between physical addresses will be quoted as a wholly separate project.
c.    Material changes to existing business processes and systems are defined as requiring more than four (4) hours of labor from Switchfast to implement.  Such material changes are explicitly excluded from all MaxPro agreements and will be quoted as a wholly separate project.  Should a project, commencing under the MaxPro agreement, conclude having used more than four (4) hours of labor, it will be billed separately on a Time and Materials basis at the appropriate hourly rates.
d.    Maintenance, repair, configuration or management of any telephone system is explicitly excluded from all MaxPro agreements in which telephone system coverage is not selected. 
e.    Maintenance or repair of any printer, copier, scanner or multifunctional device, apart from software based configuration on servers, workstations or on the device's console is explicitly excluded from all MaxPro agreements.
2.5    Requirements for Selected Services
Some MaxPro services can only be provided if certain products, services or support agreements are in place, functional and current (not expired). 
a.    "Backup Solution Monitoring" service requires that a backup solution is in place and functional.   If a backup solution is not functional or is non-existent, Switchfast can assist the Client with the remediation or implementation of such a solution as a wholly separate project.
b.    "Antivirus Software Management & Updates" service requires a current subscription to an antivirus solution that covers all devices covered by MaxPro.   If such a solution is not functional, non-existent or has a lapsed subscription, Switchfast can assist the Client with the remediation, implementation or renewal of such a solution as a wholly separate project.
c.    "VPN Client Management" requires that a VPN or similar remote access solution be in place and functional and that all relevant software subscriptions are current.  If such a solution is not functional, non-existent or has a lapsed subscription, Switchfast can assist the Client with the remediation, implementation or renewal of such a solution as a wholly separate project.

3.0    SERVICE CHARGES

3.1    Client agrees to pay Switchfast fees in accordance with the schedule and pricing set forth in this agreement, or as modified from time to time by the parties in writing.  Switchfast will invoice Client on the 1st and 15th of each month, and payment will be due within 15 days.  Payment can be made with a check or credit card (Visa/MasterCard/Amex).  Out-of-pocket expenses for travel and incidentals will be reimbursed at cost, and will be included with invoices for services.  Out-of-pocket material costs may require a deposit and the balance will be billed and due when the products are delivered.
3.2    Support services that fall outside the Client's coverage level will be will be billed in accordance with the terms of the Letter of Engagement and deducted from the available credit hours (if any) until exhausted, then billed directly to Client.
3.3    The monthly billing is based on the user head count at the time of billing. This may cause the
actual monthly billing amount to increase or decrease over the term of the contract, based
upon current Client head count.  At Switchfast's option, head count may be determined one of three ways: 1) by actual, physical count of employees provided by a Switchfast employee or by the Client on a monthly basis; 2) by count of workstations under management that have been online and active within the past 45 days at the time of invoicing; or 3) by count of active, non-generic (i.e. info@, sales@, etc.) email accounts actively in use by the Client at the time of invoicing.
3.4    On-site support not included in your MaxPro plan is subject to a one (1) hour minimum.
3.5    Based upon the selected program commitment, the client will receive the discounted rate as stated in this agreement. Should the client have an existing contract or service model in place with Switchfast, the best discount will be applied but not combined with the discount associated to this agreement.
3.6    After hours/Sunday/Holiday remote support is subject billing in fifteen minute increments (.25 hours) if such services are not included in your MaxPro plan.
3.7    After hours/Sunday/Holiday on-site support not included in your MaxPro plan is subject to a one (1) hour minimum and will include travel time both directions.
3.8    Switchfast reserves the right to alter its billing rates and procedures with the prior notification and sign-off of Client, after the initial term of the contract has expired

4.0    TERM AND TERMINATION

4.1    Term
This Agreement shall commence upon execution by Client for the term specified in the contract, and shall be automatically renewed for additional annual terms, unless either party shall give notice of cancellation 30 days prior to the expiration of the term.
4.2    Termination
a.    Client may terminate this agreement at any time within the first 60 days of service with written notice to Switchfast without penalty. Client agrees that the provision of the services under this agreement requires the application of significant Switchfast resources to investigate and catalogue Client's network, so that termination after a period of 60 days would result in a significant loss to Switchfast. Any cancellation of the service after the initial 60 days must be made in writing, and the client agrees to pay a penalty equal to three (3) months of service fees or the contracts remaining value, whichever is less.
b.    In the event of non-conformance of the response times as outlined in Paragraph 2 of this agreement,
Client must notify Switchfast in writing within 3 days of the non-conforming event. Switchfast has 10 business days to take corrective measures to ensure contract conformance is met.  If Switchfast fails to implement corrective measures within the 10 day period, Client may terminate this agreement with written notice to Switchfast for non-conformance, without a penalty.
c.    Switchfast may immediately terminate this agreement in the event Client fails to perform its obligation for payment of invoices pursuant to this Agreement.  In such event, Switchfast shall have the right to recover for all Services performed prior to the date of termination. Client shall be liable for all costs of collection including reasonable attorney's fees incurred by Switchfast to enforce its rights under this Agreement.
4.3    Effect of Termination.
Upon termination of this Agreement each party shall return or destroy, at the direction of the other party, all the other party's Confidential Information in its possession.

5.0         EXECUTION OF AGREEMENT

In the event any one or more of the provisions of this Agreement or of any exhibit is held to be invalid or otherwise unenforceable, the enforceability of the remaining provisions shall be unimpaired.