ELECTRONIC BUSINESS SYSTEMS LIMITED

IT Support and Managed Services Agreement 

Terms and conditions 

We, Electronic Business Systems (EBS), will provide IT Support and Managed services as set out below (“the Support Services”). The hardware to be supported (“the hardware”) will be identified on the invoice or other documentation we send to you. 

This IT Support and Managed Services Agreement is effective for a period of at least twelve months from the date of acceptance by EBS (the “Start Date”). 

Our general terms and conditions for the sale of goods are contained in a separate document which has been supplied with our quotation or with this document. Our general terms and conditions form part of, and should be read and construed as part of any agreement with EBS for the supply of goods or services. Such full terms and conditions for the supply of goods and services can be found here: 

Any statements or conditions set out in this document, where inconsistent with the Full Terms will supersede those contained in the Full Terms. 

It is therefore important that any specifically agreed changes to working practices or terms of sale and supply between you the Customer and EBS are incorporated into this document.   

The Support Services 

All response services are provided from Monday to Friday between 08:30 and 17:30 hours, local UK time, excluding English statutory holidays. 

Please note EBS has a company-wide shut down annually between Christmas Eve and New Year’s Day, during which time email assistance for Emergency support items only will be provided. 

Periodically, the Support Help desk may be closed for internal meetings and training. In such event, we will notify customers in advance of this closure. 

In summary, the support services provide assistance in the identification and resolution of faults in your goods, by telephone, internet, e-mail or on-site visits as appropriate. In this context, “fault” means any non-conformity of the equipment with related documentation supplied to you, and “good” refers to hardware and/or software supplied by EBS under an order. 

We will provide the following support for server, workstation / laptop, network switches, routers and wireless network equipment included in the “Equipment Covered” section of this document: – 

• Telephone, e-mail and remote access support for the items detailed in the schedule; 
• On-Site visits (labour) where applicable to repair faults on items detailed in the schedule; 
• Helpdesk support for additional facilities being added to the IT system and issued on an amended agreement;  
• Parts within manufacturer’s warranty on items detailed in the schedule;  

• Help desk and remote access support for virus removal; 
• Where covered in the level of cover you have opted for, any 3rd party suppliers will also be contacted on your behalf to assist in effecting a resolution. 

How to contact us 

The Service desk provides a service for logging and managing all Incidents and requests  from the customer. The Service Desk is open between 8:30 and 17:30 Monday to Fridays, local    UK time, excluding English statutory holidays, Christmas/New Year Shut down and periodic internal training. 

Telephone: 0121 384 2513 option 5 

Email: service@ebs.tech 

Please note that some of our calls are recorded for training and monitoring purposes. 

Out of Hours

Out-of-Hours support is available in addition to the standard IT Support & Managed Services Agreement, the terms of  such support to be agreed between the customer and EBS. 

Services not provided under the agreement: –

• Site visits for virus removal; 

• Replacement parts that are not covered under a current manufacturers warranty; 
• Labour and site visits for adding additional facilities or equipment to the IT infrastructure or where the problem identified is found to be due for misuse or after default by the Customer; 
• Damage by any means other than normal usage; 
• Damage by theft, attempted theft, power surges, lightning strikes or other natural disasters;  
• Preventative Maintenance; and 

• Change requests 

Call Procedure and Service Level Monitoring 

In the first instance the help desk personnel will try and resolve the problem with suggestions made over the telephone or e-mail. If this does not successfully resolve the problem, then remote access will be attempted (where available). Should this fail a site visit will become necessary. Wherever possible, repairs will be completed on-site at this stage, but it may be necessary for the item to be removed to a workshop for further repair. If repair of the equipment is not possible, the equipment was purchased via EBS, and the equipment is covered by a manufacturers warranty or care pack, then, where covered by the support package, the engineer will liaise with the manufacturer and arrange a replacement part or device. Where labour is covered under the agreement, no labour charges will be incurred by the customer in attending to the repair. In the event that the item is not repairable and is also not covered by a manufacturers warranty or care pack, a new item will be discussed with the customer and a quotation to replace will be prepared and submitted.  Where a site visit is deemed necessary or is requested by the Customer but the fault is found to be due to default by the Customer, an additional charge will be made for such site visit based on EBS’s standard day rates. 

Support Call Priority Level Logging and Response Times 

Key to Priority Levels 

Log Method: The method required to ensure correct Priority level is assigned. 

Complete and Managed: We effectively act as an extension of your IT department, taking complete control and pro-actively monitoring your infrastructure and acting not only as technicians but also as consultants. 

Standard: Our proactive support package enables us to take partial control of your IT infrastructure. 

Remote: This is our most cost-effective support package and available to those who prefer to have
IT support on more of an ad-hoc basis, i.e. as and when something breaks 

Priority Definitions 

Critical: All users are unable to access one or more critical software components, hardware or services. 

High: An individual user is unable to access a critical software component, hardware or service and has no other means of working. 

Normal: Users are experiencing an issue with non-critical software components or service and the issue does not materially impact their ability to work; that is, the issue is an inconvenience (and possibly a major inconvenience) but the users can work around the issue for a short period. A request for a configuration change to the server’s software platform that only we can make (because of its complexity or side-effects) or a request for advice/support on usage best practice. 

As stated in the Hardware Support Brochure, depending on the age of the Server/Workstation, repairs are subject to spare part availability and EBS’s best endeavours. 

Challenging a Priority

If you feel that the priority level that we have assigned the issue is insufficient and does not meet your business impact level please contact us so we can discuss and you can explain why you feel escalation is needed and we can re-prioritise and escalate  the call where required. 

Levels of Support Staff 

There are several levels of support staff. 1st, 2nd and 3rd level. If your support request is judged  to be regarding application functionality, errors, basic application knowledge or another non-critical question then it may be dealt with by 1st or 2nd line support staff. If your support request is one of an advanced nature then an experienced 3rd line staff member will be responsible for offering advice or resolving your call. It will be the  responsibility of the 1st/2nd line support member to escalate the call up to 3rd line support. 

When the Help Desk Support Consultant and customer initially determine the customer’s need, the Help Desk Support Consultant will enter the call into the tracking database, giving the caller  the support number. The support desk consultant may or may not as this point attempt to resolve the problem over the phone. All calls are logged in a dedicated call logging database, assigned a unique ID available to the caller. 

You or your company designated contact will receive an email providing details of your call including the Support Call Refence Number. 

If first level resolution is not possible then the Help Desk Support Consultant will either assign the request to a second level technician who will review the call and contact the customer to schedule an appointment or request more time to investigate the issue in greater detail. 

The customer may contact the Help Desk at any time to request an update on the status of unresolved calls, and to request more immediate assistance if necessary. Please have Support Call Reference Number to hand. 

Call logging 

In the first instance a call should be logged by telephone, customer portal or email using the number and contact details provided. Problems should be categorised according to their severity. The helpdesk operates between the hours of 8:30am and 5:30pm Monday to Friday, excluding public holidays and Christmas shutdown. 

We will then confirm your details, allocate a unique Support Call Reference Number and confirm the Priority Level assigned to the call. Please note this, as you will need to quote it when contacting the   Support Desk. 

The status of your logged call will be monitored by EBS and you communicated to you accordingly. 

A call has the status of either ‘IN PROGRESS’ or ‘CLOSED’. If a call is ‘IN PROGRESS’ then it will      be at one of the following stages: 

In the event that a call cannot be resolved or becomes overdue, the incident will be brought to the attention of the Technical Director and then escalated internally within EBS. 

Customer Updates 

Examples of when EBS will provide feedback to the customer are as follows: 

• When an incident is likely to transgress the Service Level Agreement targets; 
• An incident needs to be escalated externally to an outside 3rd party or supplier where we need to await their response/resolution and our normal soft target resolution times cannot be met (for which we shall not be liable); 

• The problem is resolved; or 
• Estimated fix time will not be met. 

Escalation – should you not be satisfied with progress

Should you not be satisfied with the progress of your call or the manner in which it has been dealt with, you are able to contact your Account Manager, or the Technical Director quoting the Support Call Reference Number and ask for the call to be escalated. In order to speedily resolve issue, it is advised that customers have remote desktop support enabled to the problem server, laptop or PC. For support calls received where no remote access is available, the call will be managed outside the SLA target resolution times. 

From the support desk consultant, customers can expect:

• A polite and courteous service; 

• A timely response in accordance with the agreed priority levels; 
• Your issue logged into our support database with resulting confirmation email; 
• Regular updates & resolution plan; 
• Ultimate call resolution or resolution options; and 
• Verification of your resolution satisfaction. 

Responding to the Customer 

If technicians are not immediately available, the initial response will generally take the form of a call-back or email to the customer. This response will be used to confirm the existence of the problem and gather additional information. Technicians will use this response as an opportunity to establish an estimated time when work on a resolution will begin. 

If the customer is not available, a voicemail, email or physical message will be left. If the user does not respond within five business days, the call ticket will be closed. The call ticket can be re-opened at a later time should there be a requirement. 

A problem will be considered resolved when a solution or a workaround that is acceptable to the client has been implemented. 

Your Responsibilities

Callers should contact the Support Desk while in front of the affected equipment. When calling please be prepared to supply the following information: 

Site / Location details; 

Your full name and contact details; 

Description of your problem, including Software and Product involved, Software Version, details of the problem including any error messages, business areas and users affected; 

Problem Severity as perceived by you; and 

Any additional information that will assist the Support Desk in resolving the problem. 

As a condition of receiving the items under this agreement: 

• The customer agrees to maintain a current backup copy of all systems (including operating system, software & data) that is critical to their business. This will be configured and discussed with EBS prior to the contract commencement. This will prevent inadvertent data loss during service. 

• If the customer fails to take an adequate backup  as agreed or the backup fails and EBS have not been notified of its failure; we cannot guarantee service restoration in the event of a critical priority level situation. 
• Customer will provide written descriptions of problems at EBS request. 
• Customer will perform system tests upon request of EBS service personnel. 
• Customer will pay the charges set forth in the attached schedule. 

Limitation of Liability

We will use reasonable skill and care in the provision of the Services. 

To the maximum extent permitted by applicable law, we shall not be liable for any indirect, special, tort, economic or consequential damages arising in relation to this Agreement including, without limitation, loss of profit, goodwill or failure to realise anticipated benefits. 

Electronic Business System’s entire liability relating to our supply and your use of the Services shall be limited to the annual support charge paid by you for the Services except in the case of death or personal injury where no such limitation shall apply. 

To the extent permitted by applicable law, all warranties, conditions or terms other than those expressly set out in this Agreement are excluded including but not limited to all implied and statutory conditions. 

Support Arrangements

The Term 

 This agreement shall be effective from the Commencement Date initially for a period of at least one year from this date or such other period as is so identified in our quotation or other documentation;. 

• This Service Agreement shall be effective when signed by both parties and the contract will be deemed valid. 

Locations 

These will be defined in the quotation provided. 

Equipment Covered 

Replacement or Loan Equipment 

Replacement or loan equipment is not guaranteed to be provided under this agreement, unless specifically quoted in the proposal. Wherever possible loan equipment will be provided dependent on availability and at our discretion. 

Emergency Recovery or Relocation 

Emergency system recovery of a server will be attempted using backups provided by the customer. It is the customer’s responsibility to ensure that they have adequate backups of their server and / or other mission-critical data. In the event of a system failure we cannot recover lost data that has not been successfully backed up prior to the system failure. 

Preventative Maintenance 

Preventative maintenance may not be specifically covered under this agreement. It is however the EBS’s normal policy to do a certain amount of preventative maintenance (often via remote access) in order to prevent more serious problems further down the line. 

Such preventative maintenance may include any or all of the following: 

• checks on the anti-virus status;   
• checks on the backup system;  
• checks on disk usage; and 
• hard disk integrity. 

Force Majeure 

EBS or its designated representatives shall not be liable to the Customer for any delay or failure by EBS to perform its obligations under this Service Agreement or otherwise if such delay or failure arises from any unforeseeable causes beyond the reasonable control of EBS, including, but not limited to, labour disputes, strikes, other or industrial disturbances, acts of God, floods, lightening, shortages of materials, rationing, utility or communications failures, earthquakes, casualty, war, acts of the public enemy, riots, insurrections, embargoes, blockages, actions, restrictions or orders of any government, agency or subdivision thereof. 

General Provisions 

Any notice given by either party to the other under this Agreement shall be in writing (which includes email)  and may (without prejudice to the use of any other method) be given by being sent pre-paid first class letter addressed to the other party at its last known relevant place of business or by an email sent to the address stated in the Customer’s correspondence and any notice so sent shall be deemed to have been properly and effectively given upon the expiration 48 hours after it shall have been posted or 24 hours after the email has been sent, as the case may be. 

You may not transfer your benefits under this Agreement to any third party.   

This Agreement is governed by and interpreted in accordance with English Law. Any disputes or claims relating to this Agreement shall be subject to the exclusive jurisdiction of the English Courts. 

If any Court or other competent body decides that any provision of this Agreement is void or otherwise ineffective then that provision shall be severed from this Agreement and shall not affect the validity and enforceability of any of the remaining provisions. 

This Agreement is the complete and exclusive agreement between the parties in relation to the provision of support services for the hardware and shall supersede and take precedence over any other such Agreements including any purchase order. 

If either party fails to perform its obligations under this Service Agreement and such failure continues for a period of thirty (30) days after written notice, the other party shall have the right to terminate this Service Agreement immediately upon written notice. 

The construction, validity and performance of this Agreement shall be governed by the law of England and Wales and all parties agree to submit to the courts of England. This Agreement sets out the entire Agreement and understanding between the parties with respect to the subject matter of this Agreement and supersedes all oral discussions between the parties, or their agents. 

If the Customer is made the subject of a bankruptcy order or make an arrangement with creditors or go into liquidation or have a receiver appointed or be unable to pays its debts when due, EBS may (without prejudice to any other claim or remedy) forthwith suspend performance of or terminate this Agreement by written notice and shall be entitled to payment forthwith, of all unpaid charges under this Agreement (whether they would be otherwise due or not)  and for this purpose the charge shall be deemed to accrue from day to day. 

Termination 

This agreement shall have an initial minimum term of at least one year or such longer period as shall be specified in our quotation and shall continue in effect from year to year thereafter until terminated  by written notice to be given by either party at least 60 days, but not more than 180 days, prior to the expiry date. 

Unless either party gives written notice this Service Agreement shall be renewed automatically for an additional twelve months period at the EBS charges in effect for similar service on the date of renewal plus any charges for additional usage agreed.