This Managed Services Statement of Work (“SOW”) is between NetConnect (hereafter referred to as “NetConnect” and “Customer” are, herein referred to as (“Customer”) and is made and entered into pursuant and subject to the terms and conditions under the Master Service Agreement (“MSA”) between the Parties dated “Date”. All items not specifically detailed in this SOW are considered out of scope. All capitalized terms in this SOW shall have the same meaning as defined in the Agreement, unless otherwise specifically defined in this SOW.
EFFECTIVE DATE AND GO-LIVE DATE:
The Effective Date of this SOW is “Date”. NetConnect will notify Customer of the date when all Services specified in this SOW are available to Customer (the “Go Live Date”). NetConnect will host a welcome call and provide Customer with information needed for Customer to access the Services. NetConnect’s obligation to deliver Services as specified herein does not begin until the Go Live Date. Prior to the Go Live Date, NetConnect will be in the implementation process, which means the Services will not be active. Failure of the Customer to engage with NetConnect effectively and efficiently during the implementation period, including but not limited failing to provide required access and information, to the extent that impedes or delays the Go Live Date by more than ninety (90) days after the date this SOW is signed, may lead to all or any of the following, at NetConnect’ sole discretion, regardless of the status of implementation: a start of billing for the Services; additional fees; the beginning of the SOW Term; termination of this SOW. The Term shall begin on the Go Live Date.
TERM:
The initial term of this SOW is 36 months (the “Term”). This SOW automatically renews for one (1) year terms unless either party gives the other party written notice to the other party of its intent not to renew this SOW at least sixty (60) days prior to the end of the then-current term.
EXCLUDED SERVICES:
Services rendered under this Agreement do not include the following, which are subject to NetConnect’s then current time and materials rates:
- Any service not specifically identified as included under this SOW.
- Parts, equipment, or software not covered by vendor/manufacturer warranty or support.
- The cost of any software, licensing, or software renewal or upgrade fees.
- The cost of any 3rd party vendor or manufacturer support or incident fees.
- The cost to bring Customer’s environment up to minimum standards required for services.
- Maintenance of application software packages, whether acquired from NetConnect or any other source unless as specified in Exhibit A.
- Any response to or remediation of an identified security incident (ransomware, business email compromise, data exfiltration, etc.).
- Customization of Third-Party Applications, or Programming of any kind.
- Data/Voice Wiring or Cabling Services of Any Kind.
- Equipment Relocation.
- Support of Personal Devices – “Personal Devices” are devices, hardware, or software that are used primarily or substantially for personal use or non-business purposes.
- Professional Services – “Professional Services” is defined as any service designated to add or increase functionality or capacity in the operation of the network.
- Copier repairs.
- Back-up of Mobile Devices.
SUITABILITY OF EXISTING ENVIRONMENT:
In order for Customer’s existing environment to qualify for NetConnect’s Services, the following requirements must be met:
- All servers, desktops and laptops with Microsoft Windows operating systems must be running a version that is not end of life per Microsoft, have all the latest Microsoft updates installed, and all drives must be encrypted with industry standard enterprise-level encryption.
- Hardware and software must not be end-of-sale or end-of-life. Replaceable parts must be reasonably available.
- All software must be genuine, properly licensed and vendor-supported.
- The entire IT environment must have a currently licensed, up-to-date, and vendor-supported server-based antivirus solution protecting all servers, desktops, laptops, and email.
- The environment must have a currently licensed, vendor-supported server-based backup solution.
- The environment must have a currently licensed, vendor-supported firewall between the internal network and the Internet.
- Any wireless data traffic in the LAN environment must be encrypted with industry standard, enterprise-level encryption.
THIRD-PARTY PROVIDERS:
To enhance the Services provided by NetConnect to Customer, NetConnect may utilize third parties for certain products (“Third-Party Product Vendors”) or services (“Third-Party Providers”). In addition to NetConnect, Customer may be legally bound to certain third-party terms and conditions. The Third-Party Product Vendors and Third-Party Providers and links to their terms and conditions below. Customer may also be subject to any other agreements and documents presented by the Third-Party Product Vendors or Third-Party Providers that are required to provide the Services, each as amended by the third-party from time to time.
Third-Party Product Vendors and Third-Party Providers may be changed/replaced during the service period. We will inform you via e-mail of the change and advise you of the new terms and conditions web link for such services.
Third-Party Product Vendors and their Terms and Conditions applicable to Customer are listed below:
BACKUPS:
Under no circumstance is NetConnect responsible for the data in the backups, data retention, data recovery, data loss, corruption, or failures of any kind outside of the control of NetConnect. NetConnect recommends that Customer back-up its computer systems and files at a frequency that is prudent, including backing up all data used by the Customer on their network, servers, and computers. NetConnect further recommends, and has advised the Customer, of the importance of storing any and all backup media (if any) in a secured location, quickly available and at a different location than the data being backed up.
SECURITY:
The electronic and physical security of all electronic equipment, computers, servers, and network is the sole responsibility of Customer. While NetConnect may make recommendations regarding the security of electronic equipment, computers, servers, and networks, it in no way is responsible for the security of said items, whether or not NetConnect’s recommendations are followed, as no security measures are 100% effective.
VIRUSES AND OTHER THREATS:
NetConnect recommends, and has advised Customer, of the importance of using active firewalls and up-to-date virus and malware protection. Customer understands that any attacks on Customer’s computer networks and/or computers as a result of malicious software, viruses, worms, social engineering, phishing, and other hacker threats to exploit Customer’s networks and computers are not the responsibility of NetConnect, and that while NetConnect does recommend certain security measures, it is not responsible for failure to comply with said recommendations or the failure of the recommended measures to protect Customer’s systems, as no such measures are 100% effective.
ELECTRICAL POWER, LIGHTNING, AND SURGES:
NetConnect recommends, and has advised Customer, that Customer use UPS (Uninterrupted Power Supply/Backup Batteries) on all computer and network equipment. It is Customer’s responsibility to provide such protection and/or backup batteries along with power outlets with sufficient power to support equipment at desired locations. Customer further acknowledges and agrees that surges, power spikes, brownouts, blackouts, lightening damage or any acts of God are not the responsibility of NetConnect and are outside the scope of this SOW.
MULTIFACTOR AUTHENTICATION:
NetConnect requires the use of multi-factor authentication on M365 and externally available applications to provide increased security and to protect Customer from various security threats. Customer agrees to conform to the use of the multi-factor authentication software that is provided by NetConnect, and to keep any dependent software up to date to support multi-factor authentication. Customer agrees to train Customer’s employees on the importance of complying with multi-factor authentication security requirements.
PRE-EXISTING DEFECTS AND CONDITIONS:
Customer understands and agrees that pre-existing defects and conditions to Customer’s computers, network, servers, and software are outside the scope of this SOW.
OUT-OF-SCOPE ISSUES:
Upon request of Customer, NetConnect may provide services on a Time & Materials (“T&M”) basis. T&M is a method of engaging NetConnect that allows Customer to utilize a variety of NetConnect technical resources on an as-needed basis. With a T&M engagement, Customer is not purchasing a fixed set of deliverables, but instead is purchasing time on an as-used basis. The work performed during the resource’s time is governed by to the expressed requirements of Customer, and NetConnect makes no warranty or guarantees beyond “reasonable endeavors” and “best efforts.” All actual hours used by the Customer will be billed accordingly.
