HDT.Direct Terms of Service

Effective Date: 1/1/2025

The Parties

You (hereafter, “Client” or “Customer” interchangeably) have elected to do business with HELPDESK.TECH INCORPORATED (hereafter, “Contractor”) for management, service, and support of Client’s computers, computer networks, computer software, and other technology components (hereafter “Technology Network”), demonstrated by signed Proposal(s) or Quote(s) and signed MSA (Master Service Agreement, hereafter “The Agreement”) at the time and place on record, and referencing these Terms therein.

Client is hereby bound by these Terms throughout the duration of The Agreement.

These Terms may be updated from time to time, with or without written notice, as appropriate.

Service Coverage

Remote Help Desk and any Support of Client’s Technology Network will be provided to the Client by Contractor through remote (controlled virtual access) means between the hours of 8:00 am – 5:00 pm Monday through Friday in Client’s choice of Pacific, Central or Eastern Time Zone, excluding public and other company holidays. Network Monitoring Services will be provided 24/7/365 and all remediation shall be done during business hours. All services qualifying under these conditions, shall be defined here.

1. Support and Escalation – Contractor will respond to Client’s Service Tickets under the provisions of The Agreement, and with best effort after hours or on holidays. Service Tickets must be opened via:
   1. Phone Call or Text to a Unique Support Number
   2. Support Portal, Support Icon, or other similar electronic means as may be designated
   3. By unique support email
2. Ticketing – Each service request will be assigned a Service Ticket number for tracking, which will serve as an ongoing repository of service requests either created by the Client or by Contractor as a part of ongoing network monitoring.  In the event where a service request and a Contractor resource is available, the Client may engage with Contractor’s Chat Assist dialogue tool through their Client Portal.  As the Contractor resource may find necessary, a service ticket may be created to track or otherwise follow up with a Client-disclosed issue in accordance with the Service Level Agreement (SLA) timeframes and expectations.
   1. All tickets 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.
3. Service outside Normal Working Hours – Emergency services performed outside of the hours of 8:00 am – 5:00 pm Monday through Friday, excluding public and other company holidays, if undertaken, shall be subject to additional fees according to the Rate Card set forth in these Terms.
4. Actual Liability Limitations – In no event shall Contractor be held liable for indirect, special, incidental or consequential damages arising under The Agreement or these Terms, 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 these Terms or The Agreement.
5. Service Operations Disclaimer – Client grants Contractor authorization to view any data within the regular routine of the repair or system improvement.  Client also authorizes Contractor to reasonably delete, change, and/or rewrite any necessary information to complete the system repair or improvement that is consistent with the standards and practices in the industry.

Monitor and Remediate Services

1. Support for Hardware and Software – Contractor shall keep a running supported device list (The List) and shall invoice accordingly against Client’s regular monthly invoice. The List may be reviewed by and between Client and Contractor from time to time to ensure accuracy. Contractor shall provide support for and facilitate vendor replacement of all hardware and systems specified in Contractor’s running supported systems list, provided that all Software is Genuine, Currently Licensed, and Vendor-Supported. Should any hardware or systems fail to meet these provisions, they will be excluded from this Service Agreement. Should 3^rd Party Vendor Support Charges be required in order to resolve any issues, these will be passed on to the Client after first receiving the Client’s authorization to incur them.
2. Monitoring Services Provided Under The Agreement – Contractor will provide ongoing monitoring services of all critical devices as indicated in Contractor’s running supported systems list. Contractor will provide regular reports as well as document critical alerts, scans and event resolutions to Client. Should a problem be discovered during monitoring, Contractor shall make every attempt to rectify the condition in a timely manner through remote means or via use of additional monitoring teams as employed by the Contractor.

Network Suitability Requirements

1. Requisite Network Standards for Contractor Support Qualification – In order for Client’s existing environment to qualify for Contractor’s I.T. Managed Services, the following requirements must be continually met:
   1. All Servers, Desktops and Computer equipment in the Client Network, must be manufacturer supported.
   2. All Computers and Network Equipment must have Licensed Software and be supported by its manufacturer.
   3. All Wireless data traffic in the environment must be securely encrypted, without exception.
2. Hardware Equipment Agreement – Client agrees that all equipment provided by Contractor will remain sole property of Contractor which retains a 100% security interest. Such equipment shall be inventoried by make, model, and serial number and may be clearly marked with an inventory tag indicating the equipment is the Contractor’s property. Such an inventory tag shall be provided only for convenience and ease of identification and lack of such inventory tag shall not release Contractor’s security interest. Client will not attempt to sell, resale, tamper, troubleshoot, repair, move, add, etc. to this equipment without written permission of Contractor. Should The Agreement be terminated by either party, Client agrees to return the property listed in Proposal, or after acquired, to Contractor within 10 days after the final cancellation date.  During the term of The Agreement, Contractor shall retain ownership of the administrative passwords to this equipment, and may, at its sole discretion, sell its interest in the equipment to the Client at the termination of The Agreement.
   1. Client further acknowledges and gives permission to Contractor to take possession of said equipment from location listed in event of termination of The Agreement after 10 day grace period, and agrees to compensate Contractor for expenses accrued during the recovery in addition to all amount owing under the balance of the agreement.
   2. Client agrees and understands that Contractor-owned equipment is to be maintained completely by Contractor, without exclusion.  Any tampering, repair attempt or service completed by another party on said equipment will be identified by Contractor as a material breach of security, where the Client willfully breaches a material term of The Agreement and these Terms.
3. Loss Payee Requirement – Client agrees to make all logical and earnest attempts to keep equipment safe, secure and protected while in their possession. Client agrees to keep current insurance on Contractor supplied equipment while in their possession and list Contractor as an additional loss payee. Client will provide proof thereof to Contractor that Contractor is listed as an additional loss payee, providing a current copy of its insurance declaration sheet showing Contractor as a loss payee specifically for mobile equipment coverage.  Client further agrees to be responsible for any and all costs for the repair or replacement of Contractor supplied equipment while in their possession should it be damaged or repaired by an unauthorized third party.
4. Client Default – Should Client default, permission shall not be reasonably withheld to enter Client premises, under supervision if Client deems necessary, and remove all of Contractor’s hardware, and all efforts to recover such property will be deemed consensual and not a trespass. Client agrees to fully cooperate and will not interfere in any way, including but not limited to involving law enforcement. Client acknowledges that documented hardware provided under The Agreement belongs to Contractor, which retains a 100% Security Interest, and Contractor may repossess or recover without notice, upon breach of The Agreement by Client.

Out of Scope Services and Interventions

1. After-Hours and Emergency Onsite Support

   • Any support, maintenance, or troubleshooting outside our standard business hours (8am–5pm) is excluded.
   • Emergency onsite visits are not provided under our remote-only service model.

2. Onsite Services and Physical Interventions

   • Physical repairs, installations, hardware replacements, or any work that requires a technician’s presence at the client site.
   • Network cabling, electrical work, or any other physical infrastructure adjustments.

3. Unsupported Hardware and Software

   • Maintenance or troubleshooting of legacy, custom-built, or non-standard hardware and software systems that are not explicitly included in our service agreement.
   • Support in the appropriate trade use of any software product, including but not limited to software used in the execution of accounting practices, architectural skills, legal notation, etc.
   • Devices or systems for which the manufacturer no longer provides support or updates.
   • Any cables or consumables of any kind.

4. Deep-Dive Forensic and Incident Analysis

   • Detailed forensic investigations beyond initial incident triage and escalation are outside our standard scope.
   • Full-scale cybersecurity incident investigations that require specialized, on-site forensic analysis.

5. Advanced Disaster Recovery and Data Forensics

   • Comprehensive disaster recovery planning or restoration services that exceed routine backup and recovery procedures.
   • Services related to large-scale data recovery or physical data center restoration.

6. Customized Project Management and IT Consulting Beyond Agreed Projects

   • Any IT project, implementation, or consulting services that have not been explicitly defined and agreed upon in a separate contract.
   • Major network redesigns, system overhauls, or other complex initiatives requiring prolonged engagement.

7. Third-Party and Vendor Issues Requiring Onsite Intervention

   • Support for problems that arise directly from third-party vendor services where onsite intervention is necessary.
   • Liaison or troubleshooting for issues that fall outside of our contractual responsibilities with third-party providers.

8. Onsite Training and In-Person User Support

   • In-person training sessions, workshops, or user support events. All training and support, if provided at all, are provided remotely.
   • Customized on-site user education sessions or presentations.

9. Home Office or Remote Employee Equipment

   • Support for personal or non-business-critical devices not part of the client’s officially managed IT infrastructure.
   • Services for devices located outside of approved business locations unless explicitly covered in the contract.

10. Physical Security and Facilities Management

    • Installation, maintenance, or monitoring of physical security systems (e.g., surveillance cameras, access control systems).
    • Any service involving physical modifications or the security of client premises.

11. Unauthorized Data Transfers or Non-Contractual Data Management

    • Data migration, transfer, or synchronization tasks not included in the service scope.
    • Handling of sensitive or non-business data that falls outside the parameters of agreed business operations.

12. Telephony and VoIP Hardware Adjustments

    • Onsite troubleshooting, repair, or configuration of telephony or VoIP hardware that require physical access to equipment.

13. Procurement and Supply of Hardware/Equipment

    • Sourcing, ordering, or delivering hardware, software, or other IT equipment.
    • We may provide recommendations but do not assume responsibility for procurement logistics or vendor negotiations.

14. Custom Integration and Development Work

    • Development of custom integrations, applications, or scripts beyond minor adjustments required for standard support.
    • Any programming or software development projects not clearly outlined in the service contract.

15. In-depth Network Infrastructure Redesign

    • Comprehensive redesign or re-architecture of network infrastructure that exceeds routine maintenance and minor adjustments.
    • Planning and execution of major network expansion or overhaul projects.

16. Compliance Audits and Regulatory Reporting

    • Full-scale audits, compliance reviews, or regulatory reporting beyond our standard support scope, unless previously contracted.

17. Physical Data Center and Server Room Management

    • Onsite management, maintenance, or physical upgrades of data center facilities or server rooms.

18. Managed Print Services Beyond Remote Assistance

    • Direct management, servicing, or repair of printers and scanners that require on-premise technical support.

19. Custom Security Solutions and Onsite Installations

    • Development or deployment of custom security solutions that necessitate on-site hardware installations or modifications.

20. Services Not Explicitly Defined in the Contract

    • Any other tasks or interventions not specifically listed in the agreed-upon service contract or statement of work.

This “Out of Scope” list is intended to safeguard our service boundaries, ensure clarity in service expectations, and protect our remote-only IT services model. Should any needs arise beyond these boundaries, they will require a separate agreement or engagement to address those specialized requirements.

Confidentiality of Service

1. Contractor  and its agents may use Client information, as necessary to or consistent with providing the contracted services, and will use best efforts to protect against unauthorized use.
2. In order to fulfill Contractor’s duties and responsibilities of maintaining network security and confidentiality, administrative passwords will be retained by Contractor and kept under tightly-controlled release to the Client. Client shall protect administrative passwords under lock and key.
3. Upon the mutual agreement of Contractor and the Client, including payment of all sums due to Contractor, passwords and other administrative codes will be released to the Client or others at the Client’s written direction.

Termination / Cancellation Terms

1. The Agreement may be pre-terminated for any reason by the Client upon thirty (30) days written notice if:
   1. Client agrees to pay an Early Termination Fee to Contractor, under the following criteria:
      1. If pre-termination is requested by the Client, it shall be done solely upon all remedies provided to Client and Contractor in these Terms having been first exhausted.
      2. Should all remedies provided to Contractor under these Terms be exhausted, Contractor will derive an Early Termination Fee 50% of the remaining value of The Agreement.
      3. Client will be sent an Early Termination Quotation, for approval and signature – wherein if executed, payment shall be immediately necessary in order to ensure a timely transfer of services to another credible provider.
2. In case of failure of Contractor to fulfill in any material respect its obligations under The Agreement and these Terms shall be given thirty (30) days to cure such failure following Client’s written notice of such failure.
   1. Should Contractor fail to remedy such failure within 30 days of notice, Client may terminate The Agreement without further obligation, subject to all other conditions of termination or finality of The Agreement.
3. Contractor reserves the sole right to cancel The Agreement at any time, with thirty (30) days advance written notification.
4. If the Client chooses to pre-terminate The Agreement, Contractor will assist the Client with the orderly termination of services, including timely transfer of the services to another designated provider, under the following stipulations:
   1. Client agrees that the thirty (30) days advance notice required shall be used for a period of “offboarding,” during which:
      1. All end-user support shall cease immediately upon notice of termination.
      2. All property and software and software licensing solely owned or curated by Contractor under The Agreement shall be removed from Client’s premises on a schedule to be determined by Contractor, but not later than 30 days following notice of termination.
      3. Client agrees to pay Contractor the actual costs of rendering such assistance. Actual costs could include but are not limited to: knowledge transfer, data transfer, license transfers or equipment de-installation.
5. Client acknowledges that in the event of pre-termination, Contractor shall use any and all remedies under the law, to protect any equipment or intellectual property provided in The Agreement.

Service Conduct Definitions

1. Contractor, at times, may send its employees and/or authorized agents to the Client’s site or service location, or may allow its employees and/or authorized agents to remote support Client’s employees and other End Users during the term of The Agreement. The Client 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 The Agreement and surviving for a period of three (3) years after an employee is employed by Contractor.
   1. 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 The Agreement, and 1 year’s annual salary of the employee solicited, and may cancel all service agreements with the Client, by virtue of a breach hereto.
2. The Client acknowledges that during the term of The Agreement, Contractor has been granted exclusive right to manage Client’s Technology Network, no subsidiary Technology Service Provider, Managed Service Provider, contractor or individual human resource, either by invitation or by solicitation, may be allowed to investigate, scope or diagnose the Client’s Technology Network, in part or in whole, without prior knowledge of Contractor.
   1. In the event where Contractor learns, that the Client has allowed another Technology Service Provider, contractor or individual human resource to investigate, scope or diagnose the Client’s Technology Network without Contractor’s prior knowledge, Contractor has the sole right to execute a ‘Material Breach’ of The Agreement in accordance with terms set forth herein, including but not limited to any available legal remedies under the law.
   2. In any event, where a legal entity or firm has been solicited to investigate the Client’s Technology Network, or any supported device thereto, the Client must immediately notify and request the assistance of Contractor to comply with an external request. Contractor may request documentation, including subpoenas or legal service notifications, to assert the nature of the network investigation, in order to ensure that the proper access is provided and scheduled for compliance.
3. Quarterly Business Reviews – Client acknowledges that participation in Quarterly Business Reviews (QBR’s) between 1.) the Client’s Owner, Executive Director, Principal Partner, CEO, or other designated Company Authority, and 2.) the Client’s designated Virtual CIO or Account Manager as determined by the Contractor, are a requirement for service under The Agreement, and such participation will take place a minimum of four (4) times per year, according to mutually available times and places, on an predetermined regular schedule agreed upon in writing within 30 days of signing The Agreement.
   1. During the QBR, the Client’s representative will be discussing with Contractor the Client’s overall technology strategy, performance of the account, ticket distribution, network stability, suggestions for improvement, and additional products and services that may be required to fully service the account, all according to an agenda set by the Virtual CIO or Account Manager.
   2. Scheduled QBR’s may be cancelled upon notice given to either party, but must be rescheduled within 30 days of the regular appointment date.

Jurisdiction and Venue of Enforcement

1. The Agreement and these Terms shall be governed by, construed, and enforced in accordance with the laws of the State of Delaware, where it shall maintain Jurisdiction. It constitutes the primary Agreement between Client and Contractor for the services outlined herein. The Agreement can be modified only by a signed written Addendum by both parties.
2. If any collection action, litigated or otherwise, is necessary to enforce the terms of the 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 The 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, acts of God, natural disasters, pandemic, public health crisis, war, civil uprising, or other Force Majeure.

Service Level Agreement (SLA)

Support Tiers

Hourly Rate Card

Hourly Rate Card for all advisory and technical services as of 1/1/2025

Typical Services Found In The Agreement

These services may or may not be included in your Proposal, The Agreement, these Terms of Service, or your monthly invoice. They are provided for guidance and clarification only, and should not be assumed to be covered or offered in The Agreement unless specified as covered or offered.

PILLAR I

HELP DESK SUPPORT

• 8/5 Unlimited Help Desk Support for Day-to-Day Issues (such as):
  
  • Printer support
  • Software support
  • Email support
  • Smart phone and tablet support
• Support Ticket Management System to Track Issue

COMMON PILLAR I BENEFITS

User Account and Access Management

• Password Resets: Assisting users with forgotten or expired passwords.
• Account Lockouts: Unlocking accounts due to multiple failed login attempts.
• Provisioning New Accounts: Creating user accounts for new employees.
• Access Requests: Granting or revoking access to shared drives, applications, or resources.

Hardware Support

• Troubleshooting Printers and Scanners: Resolving connectivity or performance issues with peripherals.
• Desktop/Laptop Issues: Addressing boot problems, lags, or hardware failures.
• Peripheral Setup: Assisting with monitors, docking stations, keyboards, or mice.
• Suggesting Equipment Replacement: Recommending faulty hardware like aginig systems, hard drives or power supplies or peripherals be replaced.

Software Support

• Application Installation: Installing or updating software as per user requirements.
• License Management: Ensuring users have valid software licenses.
• Software Troubleshooting: Resolving errors, crashes, or compatibility issues.

Networking

• Wi-Fi Connectivity Issues: Helping users connect to corporate wireless networks.
• VPN Troubleshooting: Assisting with remote access to the enterprise network.
• Email Issues: Resolving problems with sending/receiving emails or syncing devices.

Security and Compliance

• Virus/Malware Removal: Advising on potential threats from infected devices.
• MFA: Assisting users with setting up or troubleshooting multi-factor authentication
• Security Awareness: Responding to phishing attempts and guiding users on secure practices.

Collaboration Tools

• Microsoft Teams/Zoom Support: Helping with meetings, chat, or collaboration issues.
• File Sharing Issues: Troubleshooting problems with cloud services like OneDrive, SharePoint, or Google Drive.

General IT Support

• Incident Documentation and Ticket Resolution: Logging issues, tracking resolutions in a ticketing system, and following up on recurring problems.

PILLAR II

NETWORK AND DEVICE MANAGEMENT

• 24/7 Monitoring for Hardware Failures and Unusual Events
• Operating System Updates/Patching
• Security Updates/Routine System Hardening per SOC/Patching

• Active Directory Maintenance
• User Rights Management
• Shared File Management
• Operating System Updates/Patching

COMMON PILLAR II BENEFITS

Network Monitoring and Performance

• Real-Time Network Monitoring: Keeping a constant watch on network performance metrics to identify bottlenecks or outages.
• Bandwidth and Traffic Analysis: Analyzing network traffic to optimize usage and plan for future capacity.
• Performance Reporting: Generating and reviewing regular reports on network performance and uptime.

Hardware Management and Configuration

• Router and Switch Configuration: Setting up, configuring, and maintaining routers, switches, and related network devices.
• Firmware and Software Updates: Applying patches and updates to network hardware to ensure security and performance.
• Device Replacement and Maintenance: Troubleshooting hardware issues, scheduling replacements, and coordinating repairs.

Troubleshooting and Support

• Issue Diagnosis and Resolution: Investigating and resolving network connectivity issues, downtime, or performance degradation.
• Advanced Troubleshooting: Provide seasoned technical support through remote tools.

Network Infrastructure Management

• Network Expansion and Integration: Assisting with integrating new devices or expanding network capacity as the business grows.

Change Management and Documentation

• Implementing Network Changes: Coordinating scheduled maintenance, upgrades, or configuration changes with minimal disruption.
• Documentation of Network Topology: Keeping up-to-date records of network layouts, configurations, and asset inventories.
• Compliance and Policy Enforcement: Ensuring that network configurations and operations adhere to security policies and industry standards.

PILLAR III

NETWORK SECURITY MANAGEMENT

• Firewall
• Content Filtering
• Networking and Routing
• Intrusion Prevention (IPS)
• VPN
• Synchronized Application Control
• Web Protection and Control
• Application Protection and Control
• Cloud Application Visibility
• Logging and Reporting

• Advanced On-Site Backup and Disaster Recovery (BDR) Unit, as necessary.
• Local storage and stand-by server in the event of server failure, as necessary.
• Secure Off-Site Storage
• Restoration of Files or Folders
• Full Recovery of Server System State, when appropriate.
• Full Management of the BDR and Remote Storage

COMMON PILLAR IV BENEFITS

Backup Management

• Maintaining Backup Solutions: Setting up automated backups for critical data.
• Monitoring Backup Jobs: Ensuring backups run successfully.
• Regular Backup Testing: Verifying that backups are complete, accurate, and restorable.
• Managing Retention Policies: Defining how long backups are stored for business needs.
• Securing Backup Data: Encrypting backups and ensuring access controls are in place.
• Cloud Backups: Ensuring backups are stored in a cloud data center.
• Managing Capacity: Ensuring there is enough storage for new backups and archives.

Disaster Recovery Planning

• Documenting Recovery Objectives (RPO & RTO): Defining acceptable data loss (Recovery Point Objective) and recovery time (Recovery Time Objective).
• Recovery Testing: Conducting regular drills to ensure recovery processes are effective.
• Coordinating with Leadership: Communicating recovery steps with key stakeholders.
• Implementing Business Continuity Strategies: Ensuring critical business functions can continue during a disaster.

Data Restoration and Recovery

• Data Restores for Users: Assisting employees with recovering lost or deleted files.
• Restoring Servers and Workstations After Failures: Recovering full system images and recovering clean backups after hardware or software failures, or cyber attacks.
• Troubleshooting Backup and Restore Failures: Diagnosing issues with backup software, storage, or network.

Compliance and Security

• Ensuring Compliance with Regulations (e.g., HIPAA, PCI, GDPR): Maintaining backup practices that meet industry regulations.
• Monitoring Backup Security Logs: Identifying unauthorized access attempts or backup anomalies.

Continuous Improvement and Reporting

• Reviewing and Updating Backup and Recovery Policies: Adjusting strategies based on business growth, new risks, and technology changes.

Glossary

These terms may or may not be included in your Proposal, The Agreement, these Terms of Service, or your monthly invoice. They are provided for guidance and clarification only, and should not be assumed to be covered or offered in The Agreement unless specified as covered or offered.

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