Statement of Services

Service Statement

This Service Statement contains provisions that define, clarify, and govern the services described in the quote (the “Quote”) that has been provided to you.  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 is our “owner’s manual” that generally describes all managed services provided by Synivate; however, only those services specifically described in the Quote will be 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 provided to you unless otherwise agreed to by us in writing.

1.1 Assumptions / Minimum Requirements / Exclusions

The scheduling, fees and provision of the Services are based upon the following assumptions and minimum requirements:

  • All hardware must be covered under the manufacturer warranty.
  • All equipment with Microsoft Windows® operating systems must be running then-currently supported versions of such software, have all of the latest Microsoft service packs and critical updates installed and must be the Business, Professional or Enterprise edition of Microsoft Windows® as it is being used in a business environment.
  • All software must be genuine, licensed and vendor-supported.
  • Server file systems and e-mail systems (if applicable) must be protected by licensed and up-to-date virus protection software, and backed up on a regular basis.
  • 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 with then-current wireless security standards.
  • All servers must be connected to working UPS devices with networked cards and environmental sensors.
  • Workstations must have a minimum of 8GB of RAM (Memory) and have been manufactured within the last six years.
  • 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.

1.2 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 Synivate.  Without limiting the foregoing, the following services are expressly excluded, and if required to be performed, must be agreed upon by Synivate 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.
  • The cost to send a technician on-site for a change request, new equipment install, new workstation install or other non-remedial service.

2.1 Onboarding Services

If onboarding services are provided under the Quote, then the following services will 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.
  • 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 administrative 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.

3.1 Covered Equipment / Hardware / Software

Managed Services will be applied to the equipment listed in the Quote (“Covered Hardware”).

The Services will apply to the software listed in the Quote (“Supported Software”) provided, however, that all Supported Software must, at all times, be properly licensed, and under a maintenance and support agreement from the Supported Software’s manufacturer. In this Service Statement, Covered Hardware and Supported Software will be referred to as the “Environment” or “Covered Equipment.”

3.2 Physical Locations Covered by Services

Services will be provided remotely unless, in our discretion, we determine that an onsite visit is required.  Onsite visits will be scheduled in accordance with the priority assigned to the issue (below), and are subject to technician availability.  Unless we agree otherwise, all onsite Services will be provided at Client’s primary office location listed in the Quote.  Additional fees may apply for onsite visits: Please review the Service Level section below for more details.

3.3 Help Desk 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. We will respond to problems, errors, or interruptions in the provision of the Services in the timeframe(s) described below. Severity levels will be determined by Synivate in our discretion after consulting with the Client. All remediation services will initially be attempted remotely; Synivate will provide onsite service only if remote remediation is ineffective and, under all circumstances, only if covered under the Service plan selected by Client.

Standard hours of support are 9:00 AM – 5:00 PM ET Monday – Friday.

We are closed on New Year's Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Day and Christmas Day. We are still available 24x7 for emergency on-call support. If the holiday falls on a Sunday, we will be closed the following Monday, and if the holiday falls on a Saturday, we will be closed the preceding Friday.

Emergency tickets are limited to core network outages (Server/Network/Firewall/Application) that are affecting multiple end users. Emergency support requests must be raised by calling 617-517-0704. Tickets are not monitored outside of business hours.

End users must register support requests by e-mailing support@synivate.com, utilizing our support portal at https://synivate.deskdirector.com/ or by calling 617-517-0704.

The below table outlines the expected response and resolution times from the service team in business hours.

Category Description Target Response Target Resolution
Critical Incident Incidents with extreme impact to business, or an excessive disruption of service, for example:

  • Large numbers or percentage of users can't work, such as when the network or a server is down.
  • The damage to the reputation of the business is likely to be high.
  • The service/s are not available and all users and functions are unavailable.
  • ex. Server Down / Network Down / Security Incident
1 Hour 2 Hours
Incidents
  • A moderate number of staff are affected and/or not able to do their job properly.
  • A moderate number of customers are affected and/or inconvenienced is come way.
  • The damage to the reputation of the business is likely to be moderate.
  • ex. User Locked Out / Software Issues / Hardware Issues / Password Resets
2 Hours 8 Hours
Change Requests
  • A minimal number of staff are affected and/or able to deliver an acceptable service but requires extra effort.
  • A minimal number of customers are affected and/or inconvenienced but not in a significant way.
  • The damage to the reputation of the business is likely to be nonexistent.
  • ex. New Hire Requests / Distribution List Changes / Software Installation / Minor PC Issues
4 Hours 24 Hours

All time frames are calculated as of the time that Synivate is notified of the applicable issue / problem by Client through Synivate’s designated support portal, help desk, or by telephone at the telephone number listed in the Quote. Notifications received in any manner other than described herein may result in a delay in the provision of remediation efforts. Help desk support provided outside of our normal support hours, that is not classified as a critical problem will be billed to Client at our then-current hourly rates (2x) with a minimum of one (1) hour. (ex. An end user calls in for emergency after hours support because they cannot login to an application, cannot print, or they are locked out of their computer.)

3.4 New Hires and Terminations - OnBoarding/OffBoarding powered by DeskDirector and Process Street

Company approvers must register new hire requests and termination requests by submitting a form through our Help Desk application located here: https://synivate.deskdirector.com/

The below table outlines the expected turnaround times from the service team with respect to new hires and/or new workstation or laptop configurations.

Request Description ETA
New Laptop/Workstation
  • Day 1 - New Laptop/Workstation quote is generated and ordered from the manufacturer. Orders placed by 1PM ET typically ship the same day to us.
  • Day 2 - Transit from UPS/FedEx
  • Day 3 - Transit from UPS/FedEx & Delivery by End of Day
  • Day 4** - We will wipe the machine and install Windows Updates, Manufacturer Drivers, BIOS Updates and baseline applications, ex. MS Office and Adobe PDF Reader.
  • Day 5 - We will install our cybersecurity software suite, along with any applications specific to the organizations line of business.
  • Day 6 - We will perform quality control on the laptop/workstation setup and ship to your facility or end user, whatever is specified on the form that was submitted.
  • Day 7 - Transit from UPS/FedEx
  • Day 8 - Transit from UPS/FedEx & Delivery by End of Day (In MA Region)

For example, if you notified us of a new hire needing a new laptop on a Monday, the laptop would likely arrive the following week between Wednesday and Friday.

8-10 Business Days
Laptop/Workstation from Inventory*
  • Day 1** - We will wipe the machine and install Windows Updates, Manufacturer Drivers, BIOS Updates and baseline applications, ex. MS Office and Adobe PDF Reader. We must be notified prior to 12PM ET to start the same day.
  • Day 2 - We will install our cybersecurity software suite, along with any applications specific to the organizations line of business.
  • Day 3 - We will perform quality control on the laptop/workstation setup and ship to your facility or end user, whatever is specified on the form that was submitted.
  • Day 4 - Transit from UPS/FedEx
  • Day 5 - Transit from UPS/FedEx & Delivery by End of Day (In MA Region)

For example, if you notified us of a new hire needing a new laptop on a Monday, the laptop would likely arrive on Friday.

4-5 Business Days
New Hire (EMail-Only)
  • Day 1 - We will provision the necessary licensing for the new hire account and begin setup.
  • Day 2 - We will complete the setup for the new hire account.

For example, if you notified us of a new hire on a Monday, the account would likely be created by Wednesday.

1-2 Business Days

*Inventory refers to spare machines that we have in our facility in Sharon, MA that were purchased in advance to expedite the process of new laptops/workstations.

**This process takes a full business day as the machine needs to reboot several times to complete various updates and driver installations.

For terminations, please provide as much notice as possible so we can schedule accordingly. If we are working with the individual to reclaim equipment, please provide 8 business days notice. If equipment is not being reclaimed, please provide a minimum of 2 business days notice. We understand that there are certain circumstances where you require a termination with limited notice, in these situations we will work to disable access as quickly as possible, please allow a minimum of 1 business hour in these situations to terminate access for the individual.

All time frames are calculated as of the time that Synivate is notified of the applicable issue / problem by Client through Synivate’s designated support portal. Notifications received in any manner other than described herein will result in a delay.

3.5 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.

3.6 Remote Monitoring & Management powered by NAble and PRTG

Software agents installed in Covered Equipment (defined below) report status and events on a 24x7 basis; alerts are generated and responded to in accordance with the Service Levels described below.

3.7 Updates & Patching powered by NAble and Chocolatey

  • Deploy updates (e.g., x.1 to x.2), as well as bug fixes, minor enhancements, and security updates as deemed necessary on all managed hardware.
  • Perform minor hardware and software installations and upgrades of managed hardware.
  • Perform minor installations (i.e., tasks that can be performed remotely and typically take less than thirty (30) minutes to complete).
  • Deploy, manage, and monitor the installation of approved service packs, security updates and firmware updates as deemed necessary on all applicable managed hardware.

4.1 End User Security Awareness Training powered by KnowBe4

  • Online, on-demand training videos (multi-lingual).
  • Online, on-demand quizzes to verify employee retention of training content.
  • Baseline testing to assess the Phish-prone percentage of users; simulated phishing email campaigns designed to educate employees about security threats.

4.2 Backup & Disaster Recovery powered by Veeam

  • 24/7 monitoring of backup system, including offsite backups, and an onsite backup appliance if listed on the Quote (“Backup Appliance”).
  • Troubleshooting and remediation of failed backup.
  • Preventive maintenance and management of imaging software.
  • Firmware and software updates of backup appliance.
  • Problem analysis by the network operations team.
  • Monitoring of backup successes and failures.

*See below for additional details about storage limitations, frequency of backup, recovery, etc.

  • Backed-Up Servers / Workstations: See Quote for servers/workstations that will be backed up. Data on equipment that is not specifically listed in the Quote will not be backed up.
  • Storage Limitation: Client will be allocated storage space for backup and recovery purposes as listed in the Quote. Any space required or requested by Client beyond this amount will be provided to Client in blocks of 1TB, at the cost of $150/month per block.
  • Backup Frequency: On-site backups will occur once per day after 5PM EST; offsite backups will occur once per day after 5PM EST. Offsite backups require reliable internet access with upload speeds of at least 100Mbps for the best performance. If the upload speed at the customer site is less than 100Mbps the offsite backups may take longer than 24 hours to complete. This may put the customer in a less than satisfactory position if there is a need to recover offsite data.
  • Backup Data Security: All backed up data is encrypted in transit and at rest in 256-bit AES encryption. All facilities housing offsite backed up data implement physical security controls and logs, including security cameras, and have multiple internet connections with failover capabilities. Additionally, all facilities housing offsite backed up data maintain strict SOC/ISO compliance.
  • Backup Retention: Backed up data will be retained for 28 days on-site and 28 days off-site unless otherwise specified on the Quote.

License Grant. All Backup Appliances are embedded with proprietary software (“BDR Software”). Synivate hereby grants to Client a non-exclusive, royalty free, non-transferable license, during the term of this Service Statement, to use the BDR Software in conjunction with the BDR-related services provided by Synivate. Client shall not reverse engineer, de-compile or otherwise use the BDR Software in any manner not specifically authorized by Synivate.

Recovery of Backed-up Data. You must contact us if data recovery services are needed.  Upon your payment of the applicable fees (described below), we will make your backed up data available to you in a hosted, virtual environment. Your access to the backed up data will continue for a period of two (2) weeks; extended access time is available as described in the Fees section, below.

4.3 Monitoring Services; Alert Services powered by NAble

Unless otherwise indicated in the Quote, all monitoring and alert-type services are limited to detection and notification functionalities only.  These functionalities are guided by Client-designated policies, which may be modified by Client as necessary or desired from time to time.  Initially, the policies will be set to a baseline standard as determined by Synivate; however, Client is advised to establish and/or modify the policies that correspond to Client’s specific monitoring and notification needs.

5.1 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.

5.2 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.

5.3 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. You agree to refrain from moving, modifying, or otherwise altering any portion of the Environment without our prior knowledge or consent.  For example, you agree to 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.

If you have internal IT Personnel, we will coordinate with your internal IT personnel (“Your Personnel”) as necessary to help ensure that the Services are delivered efficiently and effectively.  That said, we are not responsible for the remediation of issues beyond the scope of the Quote caused by any activities undertaken by Your Personnel, such as modifications to hardware or software configurations, installation of software, firmware upgrades, etc.  unless we pre-authorized those activities.

6.1 Next-Gen Comprehensive Anti-Virus & Anti-Malware powered by SentinelOne

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.

6.2 E-Mail Comprehensive Security powered by ProofPoint

Our e-mail security and spam protection solution will generally prevent most malicious e-mails from making it through to the end user inboxes. It is the Client's responsibility to inform the end users of the importance of the e-mail security system, and to refrain from releasing e-mails from the quarantine unless they are certain the e-mail is legitimate. We do not warrant or guarantee that all malicious e-mail will be capable of being detected, quarantined, avoided, or removed, or that any data erased, corrupted, or encrypted by malware will be recoverable. Any e-mails released by end users or requested by end users through our support team to be released from the e-mail quarantine filter are at the sole risk and responsibility of the end user and Client.

6.3 Breach/Cyber Security Incident Recovery

Unless otherwise expressly stated in the Quote, the scope of the Services do 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.

6.4 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.

6.5 Fair Usage Policy

Our Fair Usage Policy (“FUP”) applies to all Services that are described or designated as “unlimited.”  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.

6.6 Hosted E-Mail powered by Office365 and Rackspace

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 Synivate 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.  Synivate 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 Synivate believes, in its discretion, that Client’s email account(s) is/are being used in an improper or illegal manner.

6.7 VoIP/Phone System

911 Dialing / Emergency Dialing - Limitations

The VoIP Service (“VoIP Service”) may not support traditional 911 or E911 access to emergency services in all locations.  The 911 dialing feature of the VoIP Service is not automatic; Client may be required to take affirmative steps to register the address where the VoIP Service will be used in order to activate the 911 Dialing feature.  Client understands that Client must inform any users of the VoIP Service of the non-availability of traditional 911 or E911.

When a VoIP calling device is registered in a particular location, it cannot be moved without re-registering the device in the new location.  Client agrees that it will not move any VoIP calling device without Synivate’s written consent.  Client shall hold Synivate harmless for any and all claims or causes of action arising from or related to Client’s inability to use traditional 911 or E911 services.

When an emergency call is made, one or more third parties use the address of Client’s registered location to determine the nearest emergency response location, and then the call is forwarded to a general number at that location. When the emergency location receives Client’s call, the operator will not have Client’s address and may not have Client’s phone number. Client understands and agrees that users of the VoIP System must provide their address and phone number in order to get help. Client hereby authorizes Synivate to disclose Client’s name and address to third-party service providers, including, without limitation, call routers, call centers and public service answering points, for the purpose of dispatching emergency services personnel to Client’s registered location.

Client understands and agrees that 911 dialing does not and will not function in the event of a power failure or disruption.  Similarly, the hosted VoIP Services will not operate (i) during service outages or suspensions or terminations of service by Client’s broadband provider or ISP, or (ii) during periods of time in which Client’s ISP or broadband provider blocks the ports over which the VoIP Services are provided.  Client further understands and agrees that 911 Dialing will not function if Client changes its telephone number, or if Client adds or ports new telephone numbers to Client’s account, unless and until Client successfully register its location of use for each changed, newly added or newly ported telephone number.

Client expressly agrees not to use VoIP System for auto-dialing, continuous or extensive call forwarding, telemarketing, fax broadcasting or fax blasting, or for any other use that results in excessive usage inconsistent with standard commercial calling patterns.

6.8 Patch Management powered by NAble

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.

6.9 Backup (BDR) Services powered by Veeam

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 Synivate 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.  Synivate cannot and does not warrant that data corruption or loss will be avoided, and Client agrees that Synivate 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.

7.1 Procurement

Equipment and software procured by Synivate 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, Synivate 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.  Synivate is not a warranty service or repair center.  Synivate will facilitate the return or warranty repair of Procured Equipment; however, Client understands and agrees that 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 Synivate will be held harmless. 

7.2 Quarterly Business Review; IT Strategic Planning

Suggestions and advice rendered to Client are provided in accordance with relevant industry practices, based on Client’s specific needs and Synivate’s opinion and knowledge of the relevant facts and circumstances.  By rendering advice, or by suggesting a particular service or solution, Synivate is not endorsing any particular manufacturer or service provider.

7.3 Monthly On-Site IT Visits

If the client is subscribed to monthly on-site visits (if listed on the Quote) we will coordinate a fixed day of each month for our visit, ex. the second Wednesday of each month. A reminder e-mail will be sent to the primary client contact person a few weeks prior and again a few days prior to our scheduled visit. If the client would like to re-schedule our on-site visit please provide at least two business days' notice. If two business days' notice is not provided for cancellation or rescheduling, we will skip the visit and resume our normal scheduled visits the following month. We will still come on-site as necessary between monthly visits if there is an issue that cannot be corrected remotely.

7.4 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.  Synivate will not hold an actual director or officer position in Client’s company, and we will neither hold nor maintain any fiduciary relationship with Client.  Under no circumstances shall Client list or place the Synivate on Client’s corporate records or accounts.

7.5 Sample Policies, Procedures; Customer/Vendor Audits

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.

From time to time, you may ask us to complete a customer or vendor IT questionnaire. We will complete the answers to the best of our ability given the current information known to us. The answers and responses we provide are for your informational use only, and do not constitute or comprise legal or professional advice, and the questionnaire is 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 questionnaire, in part or in whole, in any transaction.  We do not warrant or guarantee that the questionnaire is complete, accurate, or suitable for your (or your customers’) specific needs, or that you will reduce or avoid liability by utilizing the questionnaire in your (or your customers’) business operations.

7.6 Penetration Testing; Vulnerability Assessment powered by NetDetective

You understand and agree that security devices, alarms, or other security measures, both physical and virtual, may be tripped or activated during the penetration testing process, despite our efforts to avoid such occurrences.  You will be solely responsible for notifying any monitoring company and all law enforcement authorities of the potential for “false alarms” due to the provision of the penetration testing services, and you agree to take all steps necessary to ensure that false alarms are not reported or treated as “real alarms” or credible threats against any person, place or property.  Some alarms and advanced security measures, when activated, may cause the partial or complete shutdown of the Environment, causing substantial downtime and/or delay to your business activities.  We will not be responsible for, and will be held harmless and indemnified by you against, any claims, costs, fees or expenses arising or resulting from (i) any response to the penetration testing services by any monitoring company or law enforcement authorities, or (ii) the partial or complete shutdown of the Environment by any alarm or security monitoring device.

7.7 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.

7.8 HaaS

You will use all Synivate-hosted or Synivate-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 which 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.

7.9 Domain Name Services powered by GoDaddy

If you register, renew, or transfer a domain name through Synivate, we will submit the request to the applicable domain name services provider (the “Registrar”) on your behalf.  Our sole responsibility is to submit the request to the Registrar, and we are not responsible for any errors, omissions, or failures of the Registrar.

8.1 Unsupported Configuration Elements Or Services

If you request a configuration element (hardware or software) or hosting service in a manner that is not customary at Synivate , or that is in “end of life” or “end of support” status, we may designate the element or service as “unsupported,” “non-standard,” “best efforts,” “reasonable endeavor,” “one-off,” “EOL,”  “end of support,” or with like term in the service description (an “Unsupported Service”).    We make no representation or warranty whatsoever regarding any Unsupported Service, and you agree that we will not be liable for any loss or damage arising from the provision of an Unsupported Service.  Deployment and service level guarantees shall not apply to any Unsupported Service.

8.2 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.

8.3 IP Addresses

Any IP addresses provided to Client by Synivate during the Service Term are managed by Synivate and Synivate will retain these IP addresses after termination of the Services, meaning that they may not be transferred or utilized by Client after termination of the Services.

8.4 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. Synivate 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, Synivate and has been determined by Synivate 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 Synivate 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 Synivate 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.

8.5 Hosting Services; Private Cloud 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 Synivate 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. Synivate 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 Synivate immediately to request the login information be reset or unauthorized access otherwise be prevented. Synivate will use commercially reasonable efforts to implement such requests as soon as practicable after receipt of notice.

8.6 Public Cloud Services (AWS / Google Cloud / Microsoft Azure)

Synivate will provide Client with a cost estimate prior to migrating or setting up resources in public cloud systems. The cost estimate provided is obtained directly from the vendor and is subject to change by the vendor. Any changes made to public cloud resources will be communicated with the Client and typically will result in a cost change (increase/decrease) from the vendor. Client agrees to pay Synivate for all charges associated with their public cloud systems. Synivate will provide Client with an itemized copy of public cloud costs upon request. By using the service, Client agrees to the terms listed here: https://www.microsoft.com/en-us/servicesagreement

8.7 Office 365 Services

All Microsoft 365 and Microsoft Office 365 subscriptions will be billed monthly unless otherwise specified on the quote. All subscriptions will have an annual commitment and will auto-renew according to Microsoft's then-current terms of service. Any termination fees associated with a reduction in service or change in service to the current Microsoft license provided by Synivate and in use by Client will be billed in accordance with the Microsoft service agreement. Microsoft licensing, although billed monthly, under the annual commitment requires the Client to pay the balance upon cancellation or termination of the services. If payment is not made in full upon cancellation or termination of the services the services may be suspended until payment is made in full. By using the service, Client also agrees to the terms listed here: https://www.microsoft.com/en-us/servicesagreement

8.8 Co-Management

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 or facilitated by us), we will endeavor to implement the Services in 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. In co-managed situations, Client hereby agrees to indemnify and hold us harmless from and against any and all Environment-related issues, errors, downtime, exploitations, and/or vulnerabilities (collectively, “Environment Issues”), as well as any damages, expenses, costs, fees, charges, occurrences, obligations, claims, and causes of action arising from Environment Issues, where the Environment Issues cannot directly and unambiguously be traced back to any wrongdoing by Synivate.

9.1 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 managed environment changes, or if the number of authorized users accessing the managed environment changes, then you agree that the fees will be automatically and immediately modified to accommodate those changes.

Minimum Monthly Fees. The initial Fees indicated in Quote are the minimum monthly fees (“MMF”) that will be charged to you during the term.  You agree that the amounts paid by you under the Quote will not drop below the MMF regardless of the number of users or devices to which the Services are directed or applied, unless we agree to the reduction.  All modifications to the amount of hardware, devices, or authorized users under the Quote (as applicable) must be in writing and accepted by both parties.

Increases.  In addition, we reserve the right to increase our monthly recurring fees; provided, however, 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 affected by the fee increase 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.  You may pay your invoices by credit card and/or by ACH, as described below.  If you authorize payment by credit card and ACH, then the ACH payment method will be attempted first.  If that attempt fails for any reason, then we will process payment using your designated credit card.

  • ACH. When enrolled in an ACH payment processing method, you authorize us to electronically debit your designated checking or savings account, as defined and configured by you in our payment portal, for any payments due under the Quote.  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.
  • Credit Card. When enrolled in a credit card payment processing method, you authorize us to charge your credit card, as designated by you in our payment portal, for any payments due under the Quote.

9.2 Term; Termination

The Services will commence, and billing will begin, on the date indicated in the Quote (“Commencement Date”) and will continue through the initial term listed in the Quote (“Initial Term”). We reserve the right to delay the Commencement Date until all onboarding/transition services (if any) are completed, and all deficiencies / revisions identified in the onboarding process (if any) are addressed or remediated to Synivate’s satisfaction.

The Services will continue through the Initial Term until terminated as provided in the Agreement, the Quote, or as indicated in this section (the “Service Term”).

9.3 Auto-Renewal

After the expiration of the initial Service Term, the Service Term will automatically renew for contiguous terms equal to the initial Service Term unless either party notifies the other of its intention to not renew the Services no less than thirty (30) days before the end of the then-current Service Term.