This Service Statement is our “owner’s manual” that generally describes all managed services provided or facilitated by Chat Tech Solutions (“Chat Tech”); however, only those services specifically described in the Quote will be facilitated and/or provided to you (collectively, the “Services”). Activities or items that are not specifically described in the Quote will be out of scope and will not be included unless otherwise agreed to by us in writing.
This Service Statement contains provisions that define, clarify, and govern the services described in the quote that has been provided to you (the “Quote”). If you do not agree with the terms of this Service Statement, you should not sign the Quote and you must contact us for more information.
This Service Statement contains important provisions pertaining to the auto-renewal of the Services your Quote, as well as fee increases that may occur from time-to-time. Please read this Service Statement carefully and keep a copy for your records.
Auditing Services
An initial audit is required before we provide any services to you. Time expended in the auditing process will be charged to you or, if you have purchased a block of consulting hours, will be debited against those hours.
An audit may be designed to determine the readiness for, and compatibility with, the requested services. Alternatively, the audit may focus on one or more areas of your information technology infrastructure (the “Environment”).
If deficiencies are discovered during the auditing process (such as outdated equipment or unlicensed software), we will bring those issues to your attention and discuss the impact of the deficiencies on our provision of the Services and provide you with options to correct the deficiencies. Please note, unless otherwise expressly agreed by us in writing, auditing services do not include the remediation of any issues, errors, or deficiencies (“Issues”), and we cannot guarantee that all Issues will be detected during the auditing process. Issues that are discovered in the Environment after the auditing process is completed may be addressed in one or more subsequent quotes.
Onboarding Services
Onboarding services are required before we provide any services to you. Time expended in the onboarding process will be charged to you or, if you have purchased a block of consulting hours, will be debited against those hours.
If onboarding services are provided under the Quote, then the following services may be provided to you.
- Uninstall any monitoring tools or other software installed by previous IT consultants.
- Compile a full inventory of all protected servers, workstations, and laptops.
- Uninstall any previous virus protection and install our managed antivirus application.
- Install remote support access application on each managed device to enable remote support.
- Configure patch management application and check for missing security updates.
- Uninstall unsafe applications or applications that are no longer necessary.
- Optimize device performance including disk cleanup, antivirus, and spyware scans.
- Review firewall configuration and other network infrastructure devices.
- Review status of battery backup protection on all devices.
- Stabilize network and assure that all devices can securely access the file server.
- Review and document current server configuration and status.
- Determine existing backup strategy and status; prepare backup options for consideration.
- Review password policies and update user and device passwords.
- As applicable, make recommendations for changes that should be considered to the managed environment.
The foregoing list is subject to change if we determine, in our discretion, that different or additional onboarding activities are required.
If deficiencies are discovered during the onboarding process, we will bring those issues to your attention and discuss the impact of the deficiencies on our provision of our monthly managed services. Please note, unless otherwise expressly stated in the Quote, onboarding-related services do not include the remediation of any issues, errors, or deficiencies (“Issues”), and we cannot guarantee that all Issues will be detected during the onboarding process.
Ongoing / Recurring Services
Ongoing/recurring services are services that are provided to you on an ongoing basis and, unless otherwise indicated in a Quote, are billed to you monthly. Ongoing services generally begin upon the completion of onboarding services; therefore, any delays or interruptions to the onboarding services may delay the commencement of ongoing/recurring services.
Depending on the Service provided and your IT environment, ongoing/recurring services may have different commencement or “go live” dates. Please ask your technician for details concerning the start dates for your selected Services.
Managed Services
The following details explain and define the scope and limitations of the Services.
Remote Help Desk. On-demand remote support applications give our team the ability troubleshoot issues quickly and is used in relation to any/all managed services.
- Upon running an application and approving our access our technicians can remotely take control of your computer to troubleshoot issues, transfer files, run diagnostics tools, and send commands. You may terminate the remote support application and discontinue our access at any time.
- Unattended remote support applications require a software to be always installed on your computers. These applications provide our technicians with ability to remotely take control of your computer to troubleshoot issues, transfer files, run diagnostics tools, and send commands. Unattended remote support applications require no user intervention for our technicians to connect or disconnect from your device.
- Remote support applications capture computer and user data. Such information includes but not limited to computer specifications, user activity history, network information, time zone, list of installed software, screenshot of desktop.
- Remote support applications update automatically as required.
- Unless requested otherwise by the client in writing all client devices that are enrolled in CTS Care services would have unattended support application installed and enabled.
- Our technicians use remote support applications when you request help and are aware of our access at the time we provide support. Under rare circumstances our technicians may access your computer using these tools to address critical issues without your knowledge.
- Privacy settings may have to be altered on operating systems for our remote support applications to function properly. Updates on some operating systems, such as major MAC version upgrades, may require reconfiguring privacy settings for remote support applications to function properly.
Billable Events. Any client assistance regarding use, configuration, management, or good practices of a computer would be considered a billable event. CTS team may optionally suggest additional work during a support session such as complete malware scan of a client device. All optional recommendations would be considered a billable event. When unsure, user should inquire with the CTS team member on billing related questions prior to any work being completed.
Reboots. CTS team may require client to reboot a device or trigger a reboot to complete necessary remote remediation steps. It’s users’ responsibility to ensure closing out of all open programs and save their work. CTS team is not responsible for any data loss that could take place at the time of remote remediation.
Resale Disclaimer. CTS tools are a collection of complex applications written by various companies with the specific purpose of assisting IT companies in managing client environments. At CTS, we evaluate and use our best judgment when selecting tools to deploy in client environments to ensure tools we use are produced and maintained by reputable vendors. While number of checks do exist, we can’t guarantee tools from being free of defect or vulnerabilities. As with any software, if and when such issues are detected, we rely on developers of such tools to address them promptly. CTS team has no control or access to development process of tools and can’t be held responsible for any damage caused by any event involving potential issues caused by defects or vulnerabilities of tools we deploy.
The following Services, if listed in the Quote, will be provided to you.
Labor (IT Care Credits) |
CTS IT Care is an ongoing retainer-type service through which we will provide you with our professional services, and the time expended by us will be debited against a pre-purchased block of consulting hours. Service Hours; Scope. The initial amount of consulting hours purchased by you are as indicated in the Quote (“Consulting Hours”). (Consulting Hours are subject to automatic replenishment—see “Replenishment” section, below). The scope of the services will be mutually determined between you and us on an “as requested” basis. Timing. All services will be provided during CTS’ normal business hours only and are subject to technician availability. After-hours services may be available, in our discretion, on a case-by-case basis and at additional cost. Fees. Fees for Service Hours are non-refundable. Upon the expiration or termination of our Services, any fees paid for unused Consulting Hours will not be refunded. Usage. Unless otherwise covered under an ongoing service plan, any time expended by us in diagnosing or evaluating an issue involving the Environment will be debited against the Service Hours. Please see the Service Plan table (above) for a description of services covered under your selected service plan. Increments. Unless otherwise indicated in the Quote, our technicians will bill for their time in thirty (30) minute increments. Partial increments will be rounded up to the next highest thirty (30) minute increment. Travel. Travel time is charged against your Consulting Hours. Please see the Quote for any minimum amount of travel time that we require for onsite services. You will be responsible for the payment, without markup, of all tolls, parking fees, reasonable gas expenses, and related expenses that our technicians incur while traveling. Costs. Additional expenses (if any) that we incur in the provision of our services to you, such as licensing fees, hardware and software expenditures, etc. will be billed to you without markup. We will obtain your permission before incurring these fees. Replenishment. We will endeavor to notify you in advance if it appears that the Consulting Hours will be insufficient to finish a project or service. When your allocated Consulting Hours drops to two (2) hours or less, we will automatically replenish your Consulting Hours to the level indicated in the Quote, and we will invoice you for the replenished hours. In some cases, depending on your specific needs and/or historical usage, we may adjust the replenishment to an amount that is different than indicated in the Quote. If the replenishment will result in an amount that is higher than indicated in the Quote, we will notify you of the change in advance (email is sufficient for this purpose). |
MB-Comp Basic | |
SERVICES | GENERAL DESCRIPTION |
Monitoring & Management | Features
Limitations & Exclusions
|
Enterprise Grade Security | Features
Limitations and Exclusions
|
MB-Comp Plus | |
SERVICES | GENERAL DESCRIPTION |
MB-Comp Basic Services | MB-Comp Plus service includes everything listed under MB-Comp Basic services. The same limitations & exclusions apply. |
Cloud Backups | Features
Limitations and Exclusions
|
Web Protection & Content Filtering | Features
Limitations and Exclusions
|
Mobile Device Management | Features
Limitations & Exclusions
|
MB-E&C Basic | |
SERVICES | GENERAL DESCRIPTION |
Enterprise Grade Email Service | Features
Limitations and Exclusions
|
Email Security & Encryption | Features
Limitations and Exclusions
|
Phishing & Secondary Threat Defense | Features
Limitations and Exclusions
|
Account Hardening | Features
Limitations and Exclusions
|
MB-E&C Plus | |
SERVICES | GENERAL DESCRIPTION |
MB-E&C Basic Services | MB-E&C Plus service includes everything listed under MB-E&C Basic services. The same limitations & exclusions apply. |
Cloud to Cloud Backup Engine | Features
Limitations and Exclusions
|
MB-Net Firewall 12, 25, & 50 | |
SERVICES | GENERAL DESCRIPTION |
Enterprise Grade Network Firewall & Router | Features
Limitations and Exclusions
|
MB-Net Switch / MB-Net Access Point | |
SERVICES | GENERAL DESCRIPTION |
Cloud Enabled Network Switch / Access Point Maintenance | Features
Limitations & Exclusions
|
MB-Net Monitor | |
SERVICES | GENERAL DESCRIPTION |
Network Performance & Security Monitoring
| Features
Limitations & Exclusions
|
MB-Web Domain | |
SERVICES | GENERAL DESCRIPTION |
Domain Registration | Features
Limitations & Exclusions
|
MB-Web HTML-App | |
SERVICES | GENERAL DESCRIPTION |
Cloud App Hosting & Monitoring | Features
Limitations & Exclusions
|
MB-Web VPS | |
SERVICES | GENERAL DESCRIPTION |
Virtual Private Server Hosting | Features
Limitations & Exclusions
|
MB-Website Care | |
SERVICES | GENERAL DESCRIPTION |
MB-Web Domain | MB-Website Care service includes one instance of MB-Web Domain services for the primary website domain. The same features, limitations, and exclusions apply. |
Cloud Website Hosting | Features
Limitations & Exclusions
|
Global Content Delivery | Features
Limitations & Exclusions
|
Contact Form Module | Features
Limitations & Exclusions
|
Hardware as a Service (HaaS)
HaaS Equipment We will provide you with the HaaS Equipment described in the Quote or, if no hardware is expressly designated as HaaS Equipment in the Quote, then a complete list of HaaS Equipment will be provided to you under separate cover.
Deployment. We will deploy the HAAS Equipment within the timeframe stated in the Quote, provided that you promptly provide all information that we reasonably request from you to complete deployment. This deployment guaranty does not apply to any software, other managed services, or hardware devices other than the HAAS Equipment. If you wish to delay the deployment of the HaaS Equipment, then you may do so provided that you give us written notice of your election to delay no later than five (5) days following the date you sign the Quote. Deployment shall not extend beyond two (2) months following the date on which you sign the Quote. You will be charged at the rate of fifty percent (50%) of the monthly recurring fees for the HaaS-related services during the period of delay. Following deployment, we will charge you the full monthly recurring fee (plus other usage fees as applicable) for the full term indicated in the Quote.
Equipment Hardware Repair or Replacement. Chat Tech will repair or replace HAAS Equipment by the end of the business day following the business day on which the applicable problem is identified by, or reported to, Chat Tech and has been determined by Chat Tech to be incapable of being remediated remotely. This warranty does not include the time required to rebuild your system, such as the time required to configure a replacement device, rebuild a RAID array, reload the operating system, reload and configure applications, and/or restore from backup (if necessary). If Chat Tech fails to meet the warranties in this section and the failure materially and adversely affects your hosted environment (“Hosted System”), you are entitled to a credit in the amount of 5% of the monthly fee per hour of downtime (after the initial one (1) hour allocated to problem identification), up to 100% of your monthly fee for the affected HaaS Equipment. In no event shall a credit exceed 100% of the applicable month’s monthly fee for the affected equipment.
Periodic Replacement of HaaS Equipment. From time to time and in our discretion, we may decide to swap out older HaaS Equipment for updated or newer equipment. (Generally, equipment that is five years old or older may be appropriate for replacement). If we elect to swap out HaaS Equipment due to normal, periodic replacement, then we will notify you of the situation and arrange a mutually convenient time for such activity.
Return of HaaS Equipment. Unless we expressly direct you to do so, you will not remove or disable, or attempt to remove or disable, any software agents that we installed in the HaaS Equipment. Doing so could result in network vulnerabilities and/or the continuation of license fees for the software agents for which you will be responsible, and/or the requirement that we remediate the situation at our then-current hourly rates, for which you will also be responsible. Within ten (10) days after the termination of HaaS-related Services, Client will provide Chat Tech access to the premises at which the HaaS Equipment is located so that all such equipment may be retrieved and removed by us. If you fail to provide us with timely access to the HaaS Equipment or if the equipment is returned to us damaged (normal wear and tear excepted), then we will have the right to charge you, and you hereby agree to pay, the replacement value of all such unreturned or damaged equipment.
Covered Equipment & Supported Software
During our initial discovery phase, we will meet with you to determine, and agree upon, the number of devices that require managed services (“Covered Equipment”). As part of the discovery phase, we will also install software to detect if/when new devices are added to the managed network, and those devices will automatically be added to the list of Covered Equipment. Covered Equipment will receive our managed services; all other devices are out-of-scope and are not covered by our services.
Covered Equipment will also include (i) any computers that you bring to our attention and which access company resources (as described below), and (ii) any computers that, upon inspection, we determine are accessing company resources.
Please note: We require that all computers in your network be monitored and managed by us. This not only includes computers that are permanently attached to and/or connected to your network, but all computers that may periodically connect to your network and from which you access company resources (e.g., notebook computers, “spare” computers, etc.). You are required to notify us if you connect a new device or computer to the managed network, or if you are using a new (or previously undisclosed device) to access company resources.
We will support software for applications that are licensed through us, as well as any software that is required to provide the managed services to you (“Supported Software”). Coverage for non-Supported Software is outside the scope of coverage and is provided only on a case-by-case basis, and will be billed to you on a time/materials basis. In all cases, software-related support is provided on a “best efforts” basis. We strongly advise you to obtain third party service / support contracts for non-Supported Software to minimize the amount of billable time that we expend in diagnosing and/or remediating non-Supported Software issues.
In this Service Statement, Covered Equipment and Supported Software are collectively referred to as the “Environment.”
Physical Locations Covered by Services
In all cases, Services will be provided remotely. Onsite services, if requested or required, are subject to technician availability in your locale and will require the payment of additional fees and costs.
Term; Termination
Commencement Date. The Quote will be effective, and billing will begin, as of the date on which you accept the Quote (“Commencement Date”). Depending on the Services purchased and/or your IT environment, the provisioning of the Services may take up to ninety (90) days. Please speak to your technician for further information about the provisioning timeline(s) applicable to your purchased Services.
Termination. Unless otherwise indicated in the Quote, the Services under the Quote will continue until terminated by either party upon sixty (60) days prior written notice (email is sufficient for this purpose). If the effective date of termination falls on a day other than the last day of a calendar month, then the effective date of termination will automatically be adjusted to be the last day of the calendar month in which termination is scheduled to occur, and you agree to pay us for the Services through that entire calendar month. Monthly payments are not subject to offsets, credits, or pro-rated refunds, regardless of the precise date on which one or more of the Services is transitioned to another service provider or terminated.
Transition. Any time we expend in transitioning your services to another service provider will be debited against your Consulting Hours. If there are an insufficient number of Consulting Hours to cover those services, then we will bill for our transition services at our then-current hourly rates. We reserve the right to require you to make advance payments if we believe, in our reasonable discretion, that your remaining Consulting Hours will be insufficient to cover the anticipated services. Per Seat Licensing: Regardless of the reason for the termination of the Services, you will be required to pay for all per seat licenses (such as, if applicable, Microsoft NCE licenses) that we acquire on your behalf. Please see “Per Seat License Fees” in the Fees section below for more details.
Assumptions / Minimum Requirements / Exclusions
The scheduling, fees and provision of the Services are based upon the following assumptions and minimum requirements:
- Server hardware must be under current warranty coverage.
- All equipment with Microsoft Windows® operating systems must be running then-currently supported versions of such software and have all of the latest Microsoft service packs and critical updates installed.
- All equipment with Apple® operating systems must be running then-currently supported versions of such software and have all of the latest Apple service packs and critical updates installed.
- All software must be genuine, licensed and vendor-supported.
- Server file systems and email systems (if applicable) must be protected by licensed and up-to-date virus protection software.
- The Environment must have a currently licensed, vendor-supported server-based backup solution that can be monitored.
- All wireless data traffic in the environment must be securely encrypted.
- There must be an outside static IP address assigned to a network device, allowing VPN/RDP control access.
- All servers must be connected to working UPS devices.
- Recovery coverage assumes data integrity of the backups or the data stored on the backup devices. We do not guarantee the integrity of the backups or the data stored on the backup devices. Server restoration will be to the point of the last successful backup.
- Client must provide all software installation media and key codes in the event of a failure.
- Any costs required to bring the Environment up to these minimum standards are not included in this Service Statement.
- Client must provide us with exclusive administrative privileges to the Environment.
- Client must not affix or install any accessory, addition, upgrade, equipment, or device on to the firewall, server, or NAS appliances (other than electronic data) unless expressly approved in writing by us.
Exclusions. Services that are not expressly described in the Quote will be out of scope and will not be provided to Client unless otherwise agreed, in writing, by Chat Tech. Without limiting the foregoing, the following services are expressly excluded, and if required to be performed, must be agreed upon by Chat Tech in writing:
- Customization of third-party applications, or programming of any kind.
- Support for operating systems, applications, or hardware no longer supported by the manufacturer.
- Data/voice wiring or cabling services of any kind.
- Battery backup replacement.
- Equipment relocation.
- The cost to bring the Environment up to the Minimum Requirements (unless otherwise noted in “Scope of Services” above).
- The cost of repairs to hardware or any supported equipment or software, or the costs to acquire parts or equipment, or shipping charges of any kind.
- Onboarding services
Support
Automated monitoring is provided on an ongoing (i.e., 24x7x365) basis; response, repair, and/or remediation services (as applicable) will be provided only during business hours unless otherwise specifically stated in the Quote. Our current business hours are M-F, 9 AM – 6 PM Central Time, excluding holidays.
We will respond to problems, errors, or interruptions in the provision of the Services according to the severity of the issue(s), which will be determined by Chat Tech in our discretion after consulting with the Client.
All remediation services will initially be attempted remotely. Chat Tech will provide onsite service only if remote remediation is ineffective and, under all circumstances, onsite services are subject to additional costs and fees.
Client must notify Chat Tech of any support issues by email (support@ctsitcare.com), by webform (https://ctsitcare.com/support), or by telephone (773-244-6313). Notifications received in any manner other than described herein may result in a delay in the provision of support.
Fees
The fees for the Services will be as indicated in the Quote.
Changes to Environment. Initially, you will be charged the monthly fees indicated in the Quote. Thereafter, if the Environment changes then you agree that the fees may be automatically and immediately modified to accommodate those changes.
Minimum Quantities. Under no circumstances will the amount of Covered Equipment that is actually managed, provided, or facilitated by us fall below five (5) devices; similarly, under no circumstances will the number of MB-E&C Plus email boxes managed or provided by us fall below five (5) (the “Minimum Quantities”). Should you not meet the foregoing minimums, then you will be billed for, and you agree to pay, fees for the Minimum Quantities, and your rates will be adjusted automatically to meet the Minimum Quantities.
Increases. Your quoted rates and monthly recurring fees are subject to an annual price increase of 5% each year, with the first annual price increase to take effect with the January 1st bill. If an increase is more than five percent (5%) of the fees charged for the Services in the prior calendar year, then you will be provided with a sixty (60) day opportunity to terminate the Services by providing us with written notice of termination. You will be responsible for the payment of all fees that accrue up to the termination date and all pre-approved, non-mitigatable expenses that we incurred in our provision of the Services through the date of termination. Your continued acceptance or use of the Services after this sixty (60) day period will indicate your acceptance of the increased fees.
Travel Time. If onsite services are provided, we will travel up to 45 minutes from our office to your location at no charge. Time spent traveling beyond 45 minutes (e.g., locations that are beyond 45 minutes from our office, occasions on which traffic conditions extend our drive time beyond 45 minutes one-way, etc.) will be billed to you at our then current hourly rates. In addition, you will be billed for all tolls, parking fees, and related expenses that we incur if we provide onsite services to you.
Appointment Cancellations. You may cancel or reschedule any appointment with us at no charge by providing us with notice of cancellation at least one business day in advance. If we do not receive timely a notice of cancellation/re-scheduling, or if you are not present at the scheduled time or if we are otherwise denied access to your premises at a pre-scheduled appointment time, then you agree to pay us a cancellation fee equal to two (2) hours of our normal consulting time (or non-business hours consulting time, whichever is appropriate), calculated at our then-current hourly rates.
Automated Payment. Unless otherwise stated in the Quote or your monthly invoice, all fees must be paid to us by credit card, and you authorize us to charge your designated credit card for all fees due and owing to us. If we authorize payment by ACH or check, then the following shall apply:
- ACH. You authorize us to electronically debit your designated checking or savings account, as described in an ACH form or other consent method provided by us to you. This authorization will continue until otherwise terminated in writing by you. We will apply a $35.00 service charge to your account for any electronic debit that is returned unpaid due to insufficient funds or due to your bank’s electronic draft restrictions.
- Checks must be delivered to us prior to the commencement of Services. Checks that are returned to us as incorrect, incomplete, or “not sufficient funds” will be subject to a $50 administration fee and any applicable fees charged to us by your bank or financial institution.
Microsoft Licensing Fees. The Services require that we purchase certain “per seat” licenses from Microsoft (which Microsoft refers to as New Commerce Experience or “NCE Licenses”) in order to provide you with one or more of the following applications: Microsoft 365, Dynamics 365, Windows 365, and Microsoft Power Platform (each, an “NCE Application”). As per Microsoft’s requirements, NCE Licenses are not non-refundable and, once they are purchased, cannot be transferred to any other customer. Each NCE License that we purchase may require a one (1) year term (“Term License”). For that reason, you understand and agree that regardless of the reason for termination of the Services, you are required to pay for all applicable Term Licenses in full. Provided that you have paid for the Term Licenses in full, you will be permitted to use those licenses until they expire, even if you move to a different managed service provider.
Additional Terms
Authenticity
Everything in the managed environment must be genuine and licensed—including all hardware, software, etc. If we ask for proof of authenticity and/or licensing, you must provide us with such proof. All minimum hardware or software requirements as indicated in a Quote or this Services Statement (“Minimum Requirements”) must be implemented and maintained as an ongoing requirement of us providing the Services to you.
Monitoring Services; Alert Services
Unless otherwise indicated in the Quote, all monitoring and alert-type services are limited to detection and notification functionalities only. Monitoring levels will be set by Chat Tech, and Client shall not modify these levels without our prior written consent.
Remediation
Unless otherwise provided in the Quote, remediation services will be provided in accordance with the recommended practices of the managed services industry. Client understands and agrees that remediation services are not intended to be, and will not be, a warranty or guarantee of the functionality of the Environment, or a service plan for the repair of any particular piece of managed hardware or software.
Configuration of Third Party Services
Certain third party services provided to you under this Service Statement may provide you with administrative access through which you could modify the configurations, features, and/or functions (“Configurations”) of those services. However, any modifications of Configurations made by you without our knowledge or authorization could disrupt the Services and/or or cause a significant increase in the fees charged for those third party services. For that reason, we strongly advise you to refrain from changing the Configurations unless we authorize those changes. You will be responsible for paying any increased fees or costs arising from or related to changes to the Configurations, as well as any time we are required to expend (on a time and materials basis) to re-configure/remediate issues arising from those changes.
Dark Web Monitoring
Our dark web monitoring services utilize the resources of third party solution providers. Dark web monitoring can be a highly effective tool to reduce the risk of certain types of cybercrime; however, we do not guarantee that the dark web monitoring service will detect all actual or potential uses of your designated credentials or information.
Modification of Environment
Changes made to the Environment without our prior authorization or knowledge may have a substantial, negative impact on the provision and effectiveness of the Services and may impact the fees charged under the Quote. We strongly suggest that you refrain from moving, modifying, or otherwise altering any portion of the Environment without our prior knowledge or consent. For example, you should refrain from adding or removing hardware from the Environment, installing applications on the Environment, or modifying the configuration or log files of the Environment without our prior knowledge or consent. You will be responsible for costs and fees (including our fees on a time and materials basis), incurred as a result of your unauthorized changes to the Environment.
Co-Managed Environment
In co-managed situations (e.g., where you have designated other vendors or personnel, or “Co-managed Providers,” to provide you with services that overlap or conflict with the Services provided by us), we will endeavor to implement the Services an efficient and effective manner; however, (a) we will not be responsible for the acts or omissions of Co-Managed Providers, or the remediation of any problems, errors, or downtime associated with those acts or omissions, and (b) in the event that a Co-managed Provider’s determination on an issue differs from our position on a Service-related matter, we will yield to the Co-Managed Provider’s determination and bring that situation to your attention
Anti-Virus; Anti-Malware
Our anti-virus / anti-malware solution will generally protect the Environment from becoming infected with new viruses and malware (“Viruses”); however, Viruses that exist in the Environment at the time that the security solution is implemented may not be capable of being removed without additional services, for which a charge may be incurred. We do not warrant or guarantee that all Viruses and malware will be capable of being detected, avoided, or removed, or that any data erased, corrupted, or encrypted by malware will be recoverable. In order to improve security awareness, you agree that Chat Tech or its designated third party affiliate may transfer information about the results of processed files, information used for URL reputation determination, security risk tracking, and statistics for protection against spam and malware. Any information obtained in this manner does not and will not contain any personal or confidential information.
Breach/Cybersecurity Incident Recovery
Unless otherwise expressly stated in the Quote, the scope of the Services does not include the remediation and/or recovery from a Security Incident (defined below). Such services, if requested by you, will be provided on a time and materials basis under our then-current hourly labor rates. Given the varied number of possible Security Incidents, we cannot and do not warrant or guarantee (i) the amount of time required to remediate the effects of a Security Incident (or that recovery will be possible under all circumstances), or (ii) that all data impacted by the incident will be recoverable. For the purposes of this paragraph, a Security Incident means any unauthorized or impermissible access to or use of the Environment, or any unauthorized or impermissible disclosure of Client’s confidential information (such as user names, passwords, etc.), that (i) compromises the security or privacy of the information or applications in, or the structure or integrity of, the Environment, or (ii) prevents normal access to the Environment, or impedes or disrupts the normal functions of the Environment.
Environmental Factors
Exposure to environmental factors, such as water, heat, cold, or varying lighting conditions, may cause installed equipment to malfunction. Unless expressly stated in the Quote, we do not warrant or guarantee that installed equipment will operate error-free or in an uninterrupted manner, or that any video or audio equipment will clearly capture and/or record the details of events occurring at or near such equipment under all circumstances.
Fair Usage
Our Fair Usage Policy (“FUP”) applies to all Services that are described or designated as “unlimited” or which are not expressly capped in the number of available usage hours per month. An “unlimited” service designation means that, subject to the terms of this FUP, you may use the service as reasonably necessary for you to enjoy the use and benefit of the service without incurring additional time-based or usage-based costs. However, unless expressly stated otherwise in the Quote, all unlimited services are provided during our normal business hours only and are subject to our technicians’ availabilities, which cannot always be guaranteed. In addition, we reserve the right to assign our technicians as we deem necessary to handle issues that are more urgent, critical, or pressing than the request(s) or issue(s) reported by you. Consistent with this FUP, you agree to refrain from (i) creating urgent support tickets for non-urgent or non-critical issues, (ii) requesting excessive support services that are inconsistent with normal usage patterns in the industry (e.g., requesting support in lieu of training), (iii) requesting support or services that are intended to interfere, or may likely interfere, with our ability to provide our services to our other customers.
Hosted Email
You are solely responsible for the proper use of any hosted email service provided to you (“Hosted Email”). Hosted Email solutions are subject to acceptable use policies (“AUPs”), and your use of Hosted Email must comply with those AUPs. In all cases, you agree to refrain from uploading, posting, transmitting or distributing (or permitting any of your authorized users of the Hosted Email to upload, post, transmit or distribute) any prohibited content, which is generally content that (i) is obscene, illegal, or intended to advocate or induce the violation of any law, rule or regulation, or (ii) violates the intellectual property rights or privacy rights of any third party, or (iii) mischaracterizes you, and/or is intended to create a false identity or to otherwise attempt to mislead any person as to the identity or origin of any communication, or (iv) interferes or disrupts the services provided by Chat Tech or the services of any third party, or (v) contains Viruses, trojan horses or any other malicious code or programs. In addition, you must not use the Hosted Email for the purpose of sending unsolicited commercial electronic messages (“SPAM”) in violation of any federal or state law. Chat Tech reserves the right, but not the obligation, to suspend Client’s access to the Hosted Email and/or all transactions occurring under Client’s Hosted Email account(s) if Chat Tech believes, in its discretion, that Client’s email account(s) is/are being used in an improper or illegal manner. If your use of Hosted Email results in your email domain becoming backlisted or blocked (i.e., listed on a blocklist, also knowns as a “DNSBL”), then we will work with you (at additional cost) to request and facilitate the removal of your blocked domain from the DNSBL. In extreme situations, we may be required to assign you a new IP address from which your email may be sent.
Patch Management
We will keep all managed hardware and managed software current with critical patches and updates (“Patches”) as those Patches are released generally by the applicable manufacturers. Patches are developed by third party vendors and, on rare occasions, may make the Environment, or portions of the Environment, unstable or cause the managed equipment or software to fail to function properly even when the Patches are installed correctly. We will not be responsible for any downtime or losses arising from or related to the installation or use of any Patch. We reserve the right, but not the obligation, to refrain from installing a Patch if we are aware of technical problems caused by a Patch, or we believe that a Patch may render the Environment, or any portion of the Environment, unstable.
Backup (BDR) Services
All data transmitted over the Internet may be subject to malware and computer contaminants such as viruses, worms and trojan horses, as well as attempts by unauthorized users, such as hackers, to access or damage Client’s data. Neither Chat Tech nor its designated affiliates will be responsible for the outcome or results of such activities. BDR services require a reliable, always-connected internet solution. Data backup and recovery time will depend on the speed and reliability of your internet connection. Internet and telecommunications outages will prevent the BDR services from operating correctly. In addition, all computer hardware is prone to failure due to equipment malfunction, telecommunication-related issues, etc., for which we will be held harmless. Due to technology limitations, all computer hardware, including communications equipment, network servers and related equipment, has an error transaction rate that can be minimized, but not eliminated. Chat Tech cannot and does not warrant that data corruption or loss will be avoided, and Client agrees that Chat Tech shall be held harmless if such data corruption or loss occurs. Client is strongly advised to keep a local backup of all of stored data to mitigate against the unintentional loss of data.
Procurement
Equipment and software procured by Chat Tech on Client’s behalf (“Procured Equipment”) may be covered by one or more manufacturer warranties, which will be passed through to Client to the greatest extent possible. By procuring equipment or software for Client, Chat Tech does not make any warranties or representations regarding the quality, integrity, or usefulness of the Procured Equipment. Certain equipment or software, once purchased, may not be returnable or, in certain cases, may be subject to third party return policies and/or re-stocking fees, all of which shall be Client’s responsibility in the event that a return of the Procured Equipment is requested. Chat Tech is not a warranty service or repair center. Chat Tech will facilitate the return or warranty repair of Procured Equipment on a time and materials basis. Client understands and agrees that (i) the return or warranty repair of Procured Equipment is governed by the terms of the warranties (if any) governing the applicable Procured Equipment, for which Chat Tech will be held harmless, and may require Client to pay return- or repair-related costs (such as restocking fees, postage, etc.) and (ii) Chat Tech is not responsible for the quantity, condition, or timely delivery of the Procured Equipment once the equipment has been tendered to the designated shipping or delivery courier.
Business Review; IT Strategic Planning
We strongly suggest that you contact us from time to time to arrange business review/strategic planning meetings so that you may stay informed about recommended (and potentially crucial) modifications to your IT environment, as well as to discuss your company’s present and future IT-related needs. These reviews can provide you with important insights and strategies to make your managed IT environment more efficient and secure. You understand that by suggesting a particular service or solution, we are not endorsing any specific manufacturer or service provider.
VCTO or VCIO Services
The advice and suggestions provided us in our capacity as a virtual chief technology or information officer will be for your informational and/or educational purposes only. Chat Tech will not hold an actual director or officer position in Client’s company, and we will neither hold nor maintain any fiduciary realtionship with Client. Under no circumstances shall Client list or place the Chat Tech on Client’s corporate records or accounts.
Sample Policies
From time to time, we may provide you with sample (i.e., template) policies and procedures for use in connection with Client’s business (“Sample Policies”). The Sample Policies are for your informational use only, and do not constitute or comprise legal or professional advice, and the policies are not intended to be a substitute for the advice of competent counsel. You should seek the advice of competent legal counsel prior to using or distributing the Sample Policies, in part or in whole, in any transaction. We do not warrant or guarantee that the Sample Policies are complete, accurate, or suitable for your (or your customers’) specific needs, or that you will reduce or avoid liability by utilizing the Sample Policies in your (or your customers’) business operations.
No Third Party Scanning
Unless we authorize such activity in writing, you will not conduct any test, nor request or allow any third party to conduct any test (diagnostic or otherwise), of the security system, protocols, processes, or solutions that we implement in the managed environment (“Testing Activity”). Any services required to diagnose or remediate errors, issues, or problems arising from unauthorized Testing Activity is not covered under the Quote, and if you request us (and we elect) to perform those services, those services will be billed to you at our then-current hourly rates.
HaaS
You will use all Chat Tech-hosted or Chat Tech-supplied equipment and hardware (collectively, “Infrastructure”) for your internal business purposes only. You shall not sublease, sublicense, rent or otherwise make the Infrastructure available to any third party without our prior written consent. You agree to refrain from using the Infrastructure in a manner that unreasonably or materially interferes with our other hosted equipment or hardware, or in a manner that disrupts or that is likely to disrupt the services that we provide to our other clientele. We reserve the right to throttle or suspend your access and/or use of the Infrastructure if we believe, in our sole but reasonable judgment, that your use of the Infrastructure is violates the terms of the Quote, this Service Statement, or the Agreement.
Obsolescence
If at any time any portion of the managed environment becomes outdated, obsolete, reaches the end of its useful life, or acquires “end of support” status from the applicable device’s or software’s manufacturer (“Obsolete Element”), then we may designate the device or software as “unsupported” or “non-standard” and require you to update the Obsolete Element within a reasonable time period. If you do not replace the Obsolete Element reasonably promptly, then in our discretion we may (i) continue to provide the Services to the Obsolete Element using our “best efforts” only with no warranty or requirement of remediation whatsoever regarding the operability or functionality of the Obsolete Element, or (ii) eliminate the Obsolete Element from the scope of the Services by providing written notice to you (email is sufficient for this purpose). In any event, we make no representation or warranty whatsoever regarding any Obsolete Element or the deployment, service level guarantees, or remediation activities for any Obsolete Element.
Hosting Services
You agree that you are responsible for the actions and behaviors of your users of the Services. In addition, you agree that neither Client, nor any of your employees or designated representatives, will use the Services in a manner that violates the laws, regulations, ordinances, or other such requirements of any jurisdiction. In addition, Client agrees that neither it, nor any of its employees or designated representatives, will: transmit any unsolicited commercial or bulk email, will not engage in any activity known or considered to be “spamming” and carry out any “denial of service” attacks on any other website or Internet service; infringe on any copyright, trademark, patent, trade secret, or other proprietary rights of any third party; collect, attempt to collect, publicize, or otherwise disclose personally identifiable information of any person or entity without their express consent (which may be through the person or entity’s registration and/or subscription to Client’s services, in which case Client must provide a privacy policy which discloses any and all uses of information that you collect) or as otherwise required by law; or, undertake any action which is harmful or potentially harmful to Chat Tech or its infrastructure. Client is solely responsible for ensuring that its login information is utilized only by Client and Client’s authorized users and agents. Client’s responsibility includes ensuring the secrecy and strength of user identifications and passwords. Chat Tech shall have no liability resulting from the unauthorized use of Client’s login information. If login information is lost, stolen, or used by unauthorized parties or if Client believes that any hosted applications or hosted data has been accessed by unauthorized parties, it is Client’s responsibility to notify Chat Tech immediately to request the login information be reset or unauthorized access otherwise be prevented. Chat Tech will use commercially reasonable efforts to implement such requests as soon as practicable after receipt of notice.
Licenses
If we are required to re-install or replicate any software provided by you as part of the Services, then it is your responsibility to verify that all such software is properly licensed. We reserve the right, but not the obligation, to require proof of licensing before installing, re-installing, or replicating software into the managed environment. The cost of acquiring licenses is not included in the scope of the Quote unless otherwise expressly stated therein.