Service Schedule – Hosting Services

Additional Terms and Conditions applicable to IT Hosting Services

“Business Day”	means, any day (other than Saturday, Sunday or Bank Holidays) of normal business in 9:00am to 5:00pm
“Confidential Information”	means, in relation to either Party, information which is disclosed to that Party by the other Party pursuant to or in connection with this Agreement (whether orally or in writing or any other medium, and whether or not the information is expressly stated to be confidential or marked as such);
“Fees”	means the fees payable by the Client to the Service Provider in consideration of the Support Services
“Client Software”	the third party software products that the Client provides to Softext for Softext to host via the Services, as specified in a Contract.
“Support Services”	means the services to be provided by the Service Provider to the Client.
“SLA	the service level agreement set out

1.            Service Provider’s Obligations

1.1     The Service Provider shall use reasonable endeavours to provide the Support Services during normal working hours.
1.2     The Service Provider shall provide the Support Services with reasonable skill and care.
1.3     The Service Provider shall use reasonable endeavours to meet deadlines agreed from time to time with the Client, but any such dates shall be estimates only.  Time for performance shall not be of the essence of this Agreement.
1.4     The Service Provider shall use reasonable endeavours to act in accordance with all reasonable instructions given to it by the Client provided such instructions are compatible with the scope of the Support Services
1.5     The Service Provider shall be responsible for ensuring that it complies with all statutes, regulations, byelaws, standards, codes of conduct and any other rules relevant to the provision of the Support Services.
1.6     The Service Provider shall use reasonable endeavours to comply with any and all end user licence agreements which relate to any Software that the Service Provider is required to interact with in the course of providing the Services.
1.7     The Service Provider shall use reasonable endeavours to accommodate any reasonable changes in the Support Services that may be requested by the Client, subject to the Client’s acceptance of any reasonable changes to the Fees that may be due as a result of such changes.

2.    Clients Obligations

The clients responsibilities are as follows:-

2.1     To obtain the manufacturer’s hardware maintenance cover for all new hardware purchased.
2.2     To make freely available to Softext all information and documentation necessary for Softext to provide support services.
2.3     To keep software versions up to date to the extent that it is still supported by the software author, i.e. Microsoft, Adobe, Sage etc.
Where software version is out of date Softext will still provide assistance on a reasonable endeavours basis but if an issue requires the support of the software author then Softext cannot accept liability for the resolution of that issue, or the consequences of it.
2.4    The Client shall not reverse engineer, decompile, or disassemble the Vendor Software, except to the extent that such activity is expressly permitted by applicable law;
2.5     The Client shall not remove any copyright, trademark, or patent notices contained in or on Vendor Software;

3.     Fees and Payment

3.1     In consideration of the Hosted IT Services, the Client shall pay the Fees to the Service Provider in accordance with the provisions of Schedule 3
3.2     The Service Provider shall invoice the Client for Fees due in accordance with the provisions of Schedule 3.
3.3     The Service provider will collect the fees from the Client using their DD collection service ( GoCardless ) or if agreed beforehand via BACS or other accepted payment methods
3.4     Where any payment under this Agreement falls due on a day that is not a Business Day, it may be made on the next following Business Day.
3.5     Without prejudice to sub-Clause 4.3.1 and any other rights or remedies open to it, if the Client fails to pay the Service Provider within 60 day period set out:
3.5.1     The Service Provider shall have the right to suspend the Support Services until payment of the overdue sum is made in full.
3.6     All sums due under this Agreement shall be paid in full without any set-off, counterclaim, deduction or withholding (except such amount (if any) of tax that is to be deducted or withheld by law).

4.     Term and Termination

4.1     This Agreement shall come into force on the date specified and shall continue for a Term of 12 months from that date, subject to the provisions of this Clause 4.
4.2     Softext will provide the Services and the Support to the Client for the Initial Term and thereafter the Contract shall automatically renew for successive periods of 12 months (each a “Renewal Period”) until either party gives notice of termination to the other party at least sixty (60) days before the end of the Initial Term or the end of any Renewal Period in which case the Contract expires
4.3     Either Party may immediately terminate this Agreement by giving written notice to the other Party if:

4.3.1     any sum owing to that Party by the other Party under any of the provisions of this Agreement is not paid within Sixty (60) Business Days of the due date for payment;
4.3.2     the other Party commits any other breach of any of the provisions of this Agreement and, if the breach is capable of remedy, fails to remedy it within Sixty (60) Business Days after being given written notice giving full particulars of the breach and requiring it to be remedied;
4.3.3     an encumbrancer takes possession, or where the other Party is a company, a receiver is appointed, of any of the property or assets of that other Party;
4.3.4     the other Party makes any voluntary arrangement with its creditors or, being a company, becomes subject to an administration order (within the meaning of the Insolvency Act 1986);
4.3.5     the other Party, being an individual or firm, has a bankruptcy order made against it or, being a company, goes into liquidation (except for the purposes of bona fide amalgamation or re-construction and in such a manner that the company resulting therefrom effectively agrees to be bound by or assume the obligations imposed on that other Party under this Agreement);
4.3.6anything analogous to any of the foregoing under the law of any jurisdiction occurs in relation to the other Party;
4.3.7     that other Party ceases, or threatens to cease, to carry on business; or
4.3.8     control of that other Party is acquired by any person or connected persons not having control of that other Party on the date of this Agreement.  For the purposes of this Clause 4, “control” and “connected persons” shall have the meanings ascribed thereto by Sections 1124 and 1122 respectively of the Corporation Tax Act 2010.

4.4     For the purposes of sub-Clause 4.3.2, a breach shall be considered capable of remedy if the Party in breach can comply with the provision in question in all respects.

The rights to terminate this Agreement given by this Clause 4 shall not prejudice any other right or remedy of either Party in respect of the breach concerned (if any) or any other breach.

Scheduled Maintenance.

To guarantee optimal performance of the servers, the Company will perform maintenance on the servers on a routine basis. Such maintenance often requires taking Company servers off-line. Company reserves two hours of server unavailability per month for maintenance purposes. This server unavailability is not included in server uptime calculations. The maintenance typically is performed during off-peak hours. Company provides Customer with advance notice of maintenance whenever possible.

Penalty For Non-Compliance.

(a)  Application Server Availability.  Upon Customer’s notice to the Company, if availability of any server for the month is below the guaranteed level, the Company will refund to Customer, according to the schedule below, a portion of the monthly fees charged for the month during which such loss of server availability occurred:

Server availability 99.0% – 99.9%:      5% of monthly fee credited

Server availability 98.0% – 98.9%:      10% of monthly fee credited

Server availability 95.0% – 97.9%:      15% of monthly fee credited

Server availability 90.0% – 94.9%:      25% of monthly fee credited

Server availability 89.9% or below:     50% of monthly fee credited

To receive the refund, Customer must specifically request it during the month following the month for which the refund is requested. Customer must provide all dates and times of server unavailability along with Customer’s account username. This information must be submitted to the Company Support Department.  The Company will compare information provided by Customer to the server availability monitoring data that the Company maintains. A refund is issued if the unavailability warranting the refund is confirmed.

(b)  Maximum Total Penalty.  The total refund to Customer for any Service shall not exceed 50% of the monthly fees charged to that Service during the month for which the refund is to be issued.

(c)  Credits may not be issued if Customer account is past due, suspended, or pending suspension.

Softext IT Hosting Plan Includes:

• Device Health & Monitoring of the Following:
  – Available Operating System Disk Space, Windows Update Management, Windows System Errors, Online Availability
• Response Time SLA of 2 Business Hours for All Reported Incidents
• Anti-Malware/Virus/Firewall Business Grade
• Multi-level SLA Resolution
• Unlimited Requests for Incident Support
• Unlimited Phone & Remote Access Support
• Backup Monitoring
• 2FA – Secure remote access

Services NOT Covered by the Softext Hosting Plan
(Provided and chargeable under our standard charge rates)

Include:

• Installation of Newly Purchase Equipment. This is included in the cost of any machines we provide or quoted for.
• Implementation of or Optional Changes to Major Systems
• Training for Business Systems
• Project work or consultancy
• Recovery From Device Compromise via Virus, Malware, or any Similar Method where no Anti-Virus was Provided by Softext

Service Level Agreement (SLA)

We will best endeavour to respond to all incident requests within 2 business hours on standard working days throughout the working week. For incidents deemed a high or critical urgency we will endeavour to fix at first response within Softext’s SLA for Incident Resolution.

• Softext Working Days: Monday to Friday
  • Not Including National, Bank, or other Holidays that result in business closure.
• Softext Business Hours: 09:00am to 17:00pm

SLA Resolution Time adhered to by Softext Technical Staff for an incident from time of incident report by either phone or email:

• Tier 1 Incident (No Impact / Minor)                      Within 8 business hours.
• Tier 2 Incident (Major)                                             Within 4 business hours.
• Tier 3 Incident (Site Down / Server Issue)           Within 2 business hours.
• Tier 4 Incident (Crisis)                                              Within 1 business hours.

Incident resolution time may extend beyond the above times dependant on factors that are beyond Softext’s control such as client availability, system slowness, 3rd party involvement, external system update time, etc. If a reported incident breaks any of these SLA timers for any reason, then Softext Management are notified automatically.

In the event of a disaster recovery, we aim to get a working and accessible solution up within 6 working hours.

A Technician who first picks up a reported incident will use the following factors when determining incident priority on a case-by-case basis:

• Can the business operate at their normal operational level?
• How many staff are affected & what role do they hold in the company?

The Client acknowledges that Softext will have no obligation to provide support in respect of any Incident caused by

• the improper use of the Services by the Client;

any alteration to the Services made without the prior consent of Softext and that any support or other assistance provided in relation to an Incident which falls within this clause will be chargeable by Softext at its then-current professional services rates