GENERAL STATEMENT OF WORK

This Statement of Work (SOW) is made and entered into effective as of the date signed below, by and between: You, a professional business entity, hereafter called “PARTNER,” and HELPDESK.TECH INCORPORATED, a professional technology services organization, hereafter called “CONTRACTOR”.  This Agreement becomes legally binding upon signature by both parties.

The PARTNER desires to obtain the Outsourced Help Desk Services outlined in this Agreement, having identified that these services in part or in whole, facilitate an ideal technological support strategy to be wholly executed by a specific Technology Services Provider.  CONTRACTOR hereby agrees and consents to be identified as the PARTNER’s exclusive Help Desk Services Provider, in consideration of providing the services detailed herein, during the entire term of this Agreement.

Therefore, both PARTNER and CONTRACTOR in consideration of mutual conditions and covenants hereinafter described, do agree as follows:

 

Section 1:        Term of Agreement

1. This Agreement shall remain in force for a period of twelve contiguous (12) months.
2. Upon the annual anniversary date, this Agreement may be reviewed by CONTRACTOR to address any necessary adjustments or modifications. Should adjustments or modifications be required that affect the fees paid for the services rendered under this Agreement, these will be negotiated and agreed to by the PARTNER and CONTRACTOR in advance and without exclusion, including renewal for another annual term.
3. PARTNER agrees to allow CONTRACTOR to assign, delegate, and subcontract services to third party competent contractors.
4. If an annual term is not negotiated and agreed to prior to the expiration of this Agreement, this Agreement shall renew on a month-to-month term beginning on the day immediately following the end of the Initial Term, which may then be cancelled by either party upon thirty (30) day’s written notice.
5. Should the PARTNER opt to pre-terminate this Agreement, such shall be done in congruence with the terms found in Section 5.

 

Section 2:        Payment Schedule

Fees for the Services listed in this Agreement are detailed below, plus taxes where applicable, with the first service month’s payment due immediately upon execution of this agreement. Fees for Help Desk and Remote Support may be found at https://www.helpdesk.tech/pricing

A minimum number of supported users is determined at sign up and shall be subscribed throughout the term of this Agreement. Supported users shall be added in minimum blocks of 50 supported users thereafter.

1. A credit card or checking account must be kept on file for automatic payments. The PARTNER must submit payment for all items, including hourly fees for items accrued in the previous calendar month, directly to Contractor by the fifth (5^th) day following the posting date of PARTNER invoice with a credit card or Automated Clearing House (ACH) to be kept on file for automated billing:
2. Late Fees for bounced or declined payments may be assessed at ten (10%) percent, on the owed balance plus any bank fees incurred.
3. All service under this Agreement may be suspended if full payment for service is not received within 15 days following date due.
4. All services requested by PARTNER that fall outside of the terms of this Agreement will be quoted and billed as separate, individual Services. In any event, where a change to the monthly amount is mutually agreed upon between the PARTNER and CONTRACTOR, such shall be endorsed and documented with an Addendum, Rider or Amendment.
5. Any Federal, State or Local Taxes applicable shall be added to each invoice for services or materials rendered under this Agreement. PARTNER shall pay any such taxes unless a valid exemption certificate is furnished to CONTRACTOR for the state of use.

 

Section 3:        Service Coverage

Remote Help Desk of PARTNER’s Managed Users will be provided to the PARTNER by CONTRACTOR through remote (controlled virtual access) means between the hours of 8:00 am – 5:00 pm in the PARTNER’s local time zone, Monday through Friday, excluding: public holidays, “Black Friday,” Christmas Eve and New Year’s Eve. All services qualifying under these conditions, as well as Services that fall outside this scope will fall under the provisions of this Section 3.

1. Support and Escalation

CONTRACTOR will respond to PARTNER’s Managed User Service Tickets under the provisions of Terms and Conditions found on CONTRACTOR’s website.

Each support request will be assigned a Service Ticket number for tracking either in PARTNER’s ticketing system or in CONTRACTOR’s ticketing system, or both, as CONTRACTOR deems appropriate. The ticketing system(s) will serve as an ongoing repository of service requests either created by the PARTNER or by CONTRACTOR. In the event where a support request and a CONTRACTOR resource is available, the PARTNER may engage with CONTRACTOR’s Chat Assist dialogue tool through their PARTNER Portal or other method provided by CONTRACTOR. As the CONTRACTOR resource may find necessary, a support ticket may be created to track or otherwise follow up with a PARTNER-disclosed issue.

PARTNER shall maintain an engineering team (minimum of 1 staff member) capable of advising CONTRACTOR’s staff on appropriateness of escalations or further actions that may be necessary to resolve the support request and close the associated Support Ticket.

CONTRACTOR, at its sole discretion, shall use non-persistent, attended remote access tools of its choosing to remote control a Managed User’s computer when appropriate.

Each Support Ticket shall be serviced according to CONTRACTOR’s best effort. The goal shall be to resolve the support request contained in the Support Ticket without escalating to the PARTNER’s technical team, however, CONTRACTOR reserves, at its sole discretion, the right to escalate the ticket to PARTNER at any time.

Each Support Ticket submitted will receive three contact attempts by a CONTRACTOR representative to the ticket contact, to gain clarity on the details of the request or to gain permission to begin working on the issue. If no response is given to these contact attempts, the ticket will be closed and marked “NO END USER CONTACT | Attempted Outreach – No Call Back” and the ticket will not count toward overall SLA numbers.

2. No Service Provided Outside Normal Working Hours

Under this agreement no services will be performed outside of the hours delineated in this Section. Support Tickets submitted on holidays will not be worked at all.

3. Actual Liability Limitations

In no event shall CONTRACTOR be held liable for indirect, special, incidental, or consequential damages arising under this Agreement, including but not limited to loss of profits or revenue, loss of use of equipment, lost data, costs of substitute equipment, or other costs.  CONTRACTOR or its suppliers shall not be liable for any indirect, incidental, consequential, punitive, economic or property damages whatsoever (including any damages for loss of business profits, business interruption, loss of data or other pecuniary loss) arising out of this Agreement.

4. Service Operations Disclaimer

PARTNER grants CONTRACTOR authorization to view any data within the regular routine of support request resolution, ticket resolution, or system improvement as relates to end user support. PARTNER also authorizes CONTRACTOR to reasonably delete, change, and/or rewrite any necessary information to complete the resolution or improvement that is consistent with the standards and practices in the industry. 

Section 3:        Services Not Included

1. As the nature of this Statement of Work is unique and specific to end user support, it is imperative that a delineation is made between what is included and what is excluded under this Agreement. The following are listed as specific exclusions to this Agreement:
2. Onsite repair or any remediation that requires physical access to any equipment of any kind
3. Any training or education of any kind.
4. Monitoring, management, or patching of any equipment of any kind.
5. Network equipment troubleshooting, maintenance, or repair.
6. Server troubleshooting, maintenance, or repair.
7. Support for undocumented devices or users without first documenting said device or user.
8. In any event where CONTRACTOR will add to the list of items excluded under this Agreement, such shall be done at sole discretion of CONTRACTOR and the PARTNER will be notified in writing in advance of any changes hereto.

 

Section 4:        Confidentiality of Service

 CONTRACTOR and its agents may use PARTNER information, as necessary to or consistent with providing the contracted services and will use best efforts to protect against unauthorized use.

Section 5:        Pre-Termination Cancellation Terms

1. This Agreement may be terminated UNCONDITIONALLY by the PARTNER within ninety (90) calendar days of signed acceptance, with no further obligation other than monies billed through the cancelation date (including the full value of months billed even if only partially served), after which all of the following Pre-Termination Cancellation Terms in this Section shall apply.
2. This Agreement may be terminated by the PARTNER upon thirty (30) days written notice if CONTRACTOR:
3. Fails to fulfill in any material respect its obligations under this Agreement and does not cure such failure within thirty (30) days of receipt of such written notice.
4. Breaches any material term or condition of this Agreement and fails to remedy such breach within thirty (30) days of receipt of such written notice.
5. Terminates or suspends its business operations unless it is succeeded by a permitted assignee under this Agreement. 
6. PARTNER agrees that CONTRACTOR reserves the sole right to cancel this agreement at any time, with thirty (30) days advance written notification.
7. If the PARTNER chooses to pre-terminate this Agreement, CONTRACTOR will assist the PARTNER with the orderly termination of services, including timely transfer of the services to another designated provider, under the following stipulations:
8. PARTNER agrees to pay an Early Termination Fee to CONTRACTOR, under the following criteria:
        a. If pre-termination is requested by the PARTNER, it shall be done solely upon all remedies provided to CONTRACTOR in Section 5 of this Agreement having been exhausted, first.
        b. Should all remedies provided to CONTRACTOR under Section 5 of this Agreement having been exhausted, CONTRACTOR will derive an Early Termination Fee, based upon the following percentages: Termination within Month 0 to 9: Equal to 50% of Remaining Agreement Value and Termination within Month 10-12:  Equal to 25% of Remaining Agreement Value.
        c. PARTNER will be sent an Early Termination Quotation, for approval and signature – wherein if executed, payment shall be immediately necessary to ensure a timely transfer of services to another credible provider.
9. PARTNER acknowledges that in the event of pre-termination, CONTRACTOR shall use all remedies under the law, to protect any equipment or intellectual property provided in this Agreement.

 

Section 6:        Service Conduct Definitions

1. PARTNER in no way, may solicit, inquire, or otherwise make an arrangement of employment, contract or covenant, either direct or indirect, with an employee of CONTRACTOR, during this Agreement and surviving for a period of three (3) years after an employee is employed by CONTRACTOR.
2. In the event of a breach of this clause, CONTRACTOR will be entitled to punitive damages, including but not limited to the full-face value of this agreement, and 1 year’s annual salary of the employee solicited, and may cancel all service agreements with the PARTNER, by virtue of a breach hereto.

Section 7:        Jurisdiction and Venue of Enforcement

1. This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of California. Jurisdiction and Venue shall exclusively lie in the County of Fresno, City of Fresno. It constitutes the primary Agreement between PARTNER and CONTRACTOR for the services outlined herein. This Agreement can be modified by a signed written Addendum by both parties.
2. If any collection action, litigated or otherwise, is necessary to enforce the terms of this agreement, CONTRACTOR shall be entitled to reasonable attorneys’ fees and costs in addition to any other relief to which it may be entitled.
3. If any provision in this agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions shall nevertheless continue in full force without being impaired or invalidated in any way.
4. CONTRACTOR is not responsible for failure to render services due to circumstances beyond its control including, but not limited to, pandemics, acts of God, or other natural disasters designating a commercially identified Force Majeure event.

 

Section 8:        Acceptance of Terms and Conditions

 This Service Agreement covers those services and equipment listed in all Sign Up Forms, Appendices, or as modified with an Addendum or Amendment which may result in an adjustment to the PARTNER’s monthly charges.  Should the PARTNER wish to acquire additional equipment or services and wants CONTRACTOR to provide service, prior approval from CONTRACTOR must be obtained and endorsed exclusively.

The PARTNER, for value received and hereafter valuated, hereby unconditionally guarantee(s) to CONTRACTOR, full payment of all sums due and owing, pursuant to the terms indicated.

IN WITNESS WHEREOF, the parties hereto have caused this SOW to be agreed to by their duly authorized representatives as of the date of first PARTNER payment.