Level-1 Priority Care “No Risk” Agreement
1. Term of Agreement
This Agreement between Clients company listed on quote herein referred to as Client, and Braver Technologies is effective upon the date signed, shall remain in force for ninety days, and be reviewed quarterly to address any necessary adjustments or modifications. Should adjustments or modifications be required (outside of new equipment) that increase the monthly fees paid for the services rendered as under this Agreement, these increases will be noted and listed on subsequent invoices. The Service Agreement automatically renews for a subsequent 90-day term beginning on the day immediately following the end of the Initial Term, unless either party gives the other ninety (90) days prior written notice of its intent not to renew this Agreement. Terms of this agreement will be modified regularly, and updates posted on our website BraverTechnology.com. Client will have thirty (30) days to reject new agreement in writing otherwise it is assumed modified agreement is enforced for future services.
- This Agreement may be terminated by the Client upon ninety (90) days written notice if Braver:
- 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.
- 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.
- Terminates or suspends its business operations, unless it is succeeded by a permitted assignee under this Agreement.
- This Agreement may be terminated by Braver upon ninety (90) days written notice to the Client under normal business conditions. It may be terminated with thirty days written notice for abuse of services.
- If either party terminates this Agreement, Braver will assist Client in the orderly termination of services, including timely transfer of the services to another designated provider. Client agrees to pay Braver the actual costs of rendering such assistance.
- Written notice is defined as either Email or delivered letter directed to the Braver CEO or client point of contact and will be considered received upon notification of receipt from recipient.
2. Fees and Payment Schedule
Fees will be invoiced to Client on a Monthly basis and will become due and payable on the first day of each month. The first month will include an additional one-time setup fee equal to or greater than the monthly service fee. Services will be suspended if payment is not received within 5 days following date due. Refer to later section for services covered by the monthly fee under the terms of this Agreement. Rates will increase up to 3% annually under this agreement to help keep up with our increased costs. Rates will increase automatically due to changes in coverage (example: increase or decreases in user or equipment count). Payments not received within 30 days of invoice are subject to finance charges at the rate of 1.5% per month (18% annum). If collection fees are required these will also be charged in addition to other charges.
It is understood that any and all Services requested by Client that fall outside of the terms of this Agreement will be considered Projects, and will be quoted and billed as separate, individual Services.
It is understood that any Federal, State or Local Taxes applicable shall be added to each invoice for services or materials rendered under this Agreement. Client shall pay any such taxes unless a valid exemption certificate is furnished to Braver for the state of use.
Remote Helpdesk, Onsite Support and Vendor Management of Client’s IT networks will be provided to the Client by Braver through remote means between the hours of 8:30 am – 5:00 pm Monday through Friday, excluding public holidays. Network patches and some Monitoring / Update Services will be provided 24/7/365. All services qualifying under these conditions, as well as Services that fall outside this scope will be billed at our current hourly rates. Hardware costs of any kind are not covered under the terms of this Agreement.
- Support and Escalation
- Braver will respond to Client’s Trouble Tickets under the provisions of Appendix A, and with best effort after hours or on holidays. Trouble Tickets must be opened by Client’s designated I.T. Contact Person, by email to our Help Desk, or by phone if email is unavailable. Each call will be assigned a Trouble Ticket number for tracking. Our escalation process is detailed in Appendix A. .
- Service outside Normal Working Hours
- Client will be provided access to technician for services before 8:30 a.m. and after 5:00 p.m. on weekdays, and services provided over weekends and during official holidays. Service will be charged at current off hour’s rate and billed in one-hour increments with a minimum of two hours. Client will be provided specific phone number(s) that will be used for off hour’s service. Client agrees off hours service will be limited to emergency service needs as reasonably determined by the client. Response time will typically be provided in under an hour for phone support up to a maximum of four hours. Remote and on-site support will be provided as expediently as possible.
- Service Calls Where No Trouble is found
- If Client requests onsite service and no problem is found or reproduced, Client shall be billed at the current applicable rates and travel charge.
- Limitation of Liability
- In no event shall Braver be held liable for indirect, special, incidental or consequential damages arising out of service provided hereunder, including but not limited to loss of profits or revenue, loss of use of equipment, lost data, costs of substitute equipment, or other costs.
5. Additional Maintenance Services
- Hardware/System Support
- Braver shall provide support of all hardware and systems specified in initial quote or current equipment billed under this contract, provided that all Hardware is covered under a currently active Vendor Support Contract; or replaceable parts be readily available, and all Software be 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 3rd 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.
- Virus Recovery for Current, Licensed Antivirus protected systems
- Attempted recovery from damages caused by virus infection not detected and quarantined by the latest Antivirus definitions is covered under the terms of this Agreement. This Service is limited to those systems protected with a currently licensed, Vendor-supported Antivirus solution. The client agrees to have an up to date version of Antivirus protection in place that is fully licensed and is compatible with the Braver’s monitoring system.
- Monitoring Services
- Braver will provide ongoing monitoring and security services of all critical devices in initial quote or current equipment billed under this contract. Braver will provide reports as requested as well as document critical alerts, scans and event resolutions to Client. Should a problem be discovered during monitoring, Braver shall make every attempt to rectify the condition in a timely manner through remote means. Devices that have not checked into our monitoring system for more than 30 consecutive days (“expired devices”) will be automatically removed from our monitoring system and will not be monitored or displayed in reports. Expired devices will still be supported upon request but may incur an additional fee.
6. uitability of Existing Environment
In order for Client’s existing environment to qualify for Braver’s Managed Services, the following requirements must be met:
- All Servers with Microsoft Windows Operating Systems must be running a version of Windows Server currently supported by Microsoft and have all of the latest Microsoft Service Packs and Critical Updates installed.
- All Desktop PC’s and Notebooks/Laptops with Microsoft Windows Operating Systems must be running a version of Windows currently supported by Microsoft and have all of the latest Microsoft Service Packs and Critical Updates installed.
- All Desktop PC’s, Servers, Printers and other hardware items must be purchased through Braver Technology or be approved by Braver Technology excluding those that are specific and exclusive to the running of specialized devices.
- All Server and Desktop Software must be Genuine, Licensed and Vendor-Supported.
- The environment must have a currently licensed, up-to-date and Vendor-Supported Server-based Antivirus Solution protecting all Servers, Desktops, Notebooks/Laptops, and Email.
- The environment must have a currently licensed, Vendor-Supported Server-based Backup Solution that can be monitored and send notifications on job failures and successes.
- The environment must have a currently licensed, Vendor-Supported Hardware Firewall between the Internal Network and the Internet.
- All Wireless data traffic in the environment must be securely encrypted.
- There must be an outside static IP address assigned to a network device, allowing RDP or VPN access.
- Older equipment may exist during this contract with the expectation that the equipment will be upgraded to meet minimum requirements in reasonable time and excessive repairs for equipment will be billed at normal hourly, off hour and holiday rates.
- Customer warrants that all software it provides to Company for installation, configuration or use in any way, has been legally obtained and is properly licensed. Customer further warrants that it has legally purchased sufficient number of copies of such software and that it has not violated any licensing laws.
- Company has no knowledge regarding licensing of software provided to it by Customer and Customer indemnifies Company for any installation, configuration or use of such software. Customer understands and acknowledges that it shall be solely responsible and liable for all licensing and purchasing of software.
- Customer will be responsible for maintaining a separate maintenance contract with software providers to ensure appropriate access to technical support and software updates.
Costs required to bring Client’s environment up to these Minimum Standards are not included in this Agreement.
7. Excluded Services
Service rendered under this Agreement does not include:
- Parts, equipment or software not covered by vendor/manufacturer warranty or support.
- The cost of any parts, equipment, or shipping charges of any kind.
- The cost of any Software, Licensing, or Software Renewal or Upgrade Fees of any kind.
- The cost of any 3rd Party Vendor or Manufacturer Support or Incident Fees of any kind.
- The cost to bring Client’s environment up to minimum standards required for Services.
- Failure due to acts of God, building modifications, power failures or other adverse environmental conditions or factors.
- Service and repair made necessary by the alteration or modification of equipment other than that authorized by Braver, including alterations, software installations or modifications of equipment made by Client’s employees or anyone other than Braver.
- Maintenance of Applications software packages, whether acquired from Braver or any other source unless specified in Appendix A.
- Service not listed in Section Example Service Menu
- Programming (modification of software code) and program (software) maintenance unless specified in Appendix A.
- Training Services of any kind.
- Equipment that does not meet minimum standards even if it is billed under this contract.
- Travel charge to client site
- On occasion, Company may need to purchase spare parts, other equipment, supplies, accessories or software; in that case, Customer shall be responsible to and agrees to reimburse Company for all such costs or expenses incurred under this project. No purchases will be made without prior Customer approval.
- Installation, Moves, Adds, Changes to hardware or software
- Recovery Services required for malicious attacks such as Ransomware or other similar occurrences
Braver and its agents will not use or disclose Client information, except as necessary to or consistent with providing the contracted services and will protect against unauthorized use.
9. Client Responsibility
The Client is required to conform to the following criteria. The Client must allow the installation of Braver managed services software on The Client’s network as necessary to allow for the performance of the services contemplated in this Agreement. The Client must have adequate back up hardware/software and anti-virus software. Any and all configuration and proper ownership documentation for hardware and software shall be provided to Braver. Any third-party activity on The Client’s network or hardware, or the addition by a third party of additional hardware or software to The Client’s systems warrants that Braver be notified. Should 3rd 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. Client must appoint a single point of contact for all support requests made to Braver. The client will provide company with all administrative passwords that are required to perform support of the network. Alternatively, the client may not provide passwords but will be required to be available to enter passwords as needed to access the network and related components. Client will maintain secure administrator’s passwords. All requests must be made via email to the support email address or via phone call to the main office.
10. Technology Limitations
The Client acknowledges that technologies are not universally compatible, and that there may be particular services or devices that Braver may be unable to monitor, manage, or patch. Braver agrees to inform The Client when such situation exists. The Client agrees to correct situation if applicable, and to hold Braver harmless in any case.
Because there are risks associated with applying and failing to apply patches, Braver constantly reviews and updates our best practices based on the relative threats to patch delivery timing. Every effort is made to balance the reduction of vulnerabilities with the slight destabilization risk associated with applying new patches to otherwise stable systems.
Patch definitions and antivirus definitions are distributed by their respective software vendors, and as such, Braver has no direct control over the effectiveness or lack thereof of the software being applied. Braver shall not be held responsible for interruptions in service due to patches released by software vendors.
Braver shall not be liable for damages, delay, or default in performance if such delay or default is caused by conditions beyond its control including, but not limited to acts of God, government restrictions (including the denial or cancellation of any export or other necessary license), wars, insurrections, and/or any other cause beyond the reasonable control of either party.
Furthermore, damage and/or significant problems that result from anomalies and/or abnormal circumstances such as fire, flood, electrical surges, deliberate malicious acts, theft, acts of God, wars, insurrections, and/or any other cause beyond the reasonable control of either party fall outside the terms of this Agreement.
11. Loaned or Rented Equipment
The Client agrees that any equipment utilized by Braver, in the execution of this or any service that is not explicitly purchased by The Client shall remain the property of Braver and must be returned if requested. The Client further agrees to cease the use of any technology that remains the property of Braver upon termination of this Agreement.
12. Hiring of Employees
The Client agrees not to hire or attempt to hire any Braver employee, contractor, or former employee within two years of termination of employment, as full-time or part-time employee, contractor, sub-contractor, or any other such position without the written consent of Braver. The Client understands and agrees that Braver shall suffer such irreparable harm in such event that The Client shall, if such breach should occur, immediately pay to Braver an amount equal to the employee's annual compensation (including salary and expected bonuses) or $150,000 whichever is greater at the time of breach.
The Client signatory represents and warrants that it has full corporate power and authority to execute this Agreement to bind their company. Only individuals with title of Chief Executive or Chief Financial Officer or any person designated by either of those two individuals shall have power and authority to bind The Client.
14. Contractor Status
The relationship of Braver to The Client is that of an independent contractor and not that of an agent or employee of The Client. It is expressly understood and agreed by the parties that The Client shall not have, nor exercise, any control or direction over the manner or methods by which Braver provides services other than the right to require that the performance of such services be in accordance and consistent with the Terms set forth in this Agreement.
15. General Health & Safety
Braver agrees to comply with all applicable health and safety protocols. The Client agrees to remedy any conditions which exist that have the potential to create a hazard.
16. Site Access
The Client will be responsible for obtaining proper and adequate permission for Braver to enter upon and operate within the lands and properties designated as The Client’s work area.
17. Your Insurance
Commercial Property Insurance. You shall secure at Your own cost and expense Property Insurance for Your equipment that is part of the provisions of the service agreement.
Cyber Insurance. You shall secure and maintain for the duration of the contract Cyber Liability Insurance to insure Your cyber exposures. Specific limits and coverages should be evaluated by a qualified insurance broker or risk manager to determine Your specific coverage and policy limit requirements.
Mutual Waiver of Subrogation. To the extent permitted by law, each party waives all rights against the other for recovery of damages to the extent these damages are covered by the workers compensation (to the extent permitted by law) and employers liability, professional liability, general liability, property insurance, commercial umbrella/excess, cyber or other commercial liability insurance obtained by either party. Client will not hold MSP its subcontractors and/or third-party service providers responsible for such losses and will confirm that your insurance policies referenced above provide for the waiver of subrogation included in the terms of service.
Braver does not accept liability beyond the remedies set forth herein, including any liability for services not being available for use or for lost or corrupted data or software, or the provision of services and support. Braver will not be liable for lost profits, loss of business or other consequential, special, indirect, or punitive damages, even if advised of the possibility of such damages, or for any claim by any third party except as expressly provided herein. The Client agrees that for any liability related to the purchase of products or services, Braver is not liable or responsible for any amount of damages above the aggregate dollar amount paid by client for the purchase of services under this Agreement. The Client acknowledges that Braver would not enter into this Agreement without these limitations on liability.
19. Equipment & Facilities
The Client agrees that Braver may utilize certain items of The Client’s equipment and may gain access to certain facilities of The Client. The Client retains title and ownership in all of The Client’s equipment owned by The Client and utilized by Braver and must grant authority for Braver to access The Client’s facility. Facility access may be denied for any reason at any time, however if access to facilities is denied, The Client understands that Braver may be unable to perform their duties adequately and if such a situation should exist, Braver will be held harmless.
The Client acknowledges that Braver must have access to any and all systems and resources to perform their duties under this Agreement. As such, Braver must have access to any and all passwords.
Braver warrants that the work will be performed to the best of its ability and in accordance with reasonable and customary practices prevailing at the time for its business. No other warranties exist, expressed or implied.
22. Third-Party Product Vendors-
“Third-Party Product Vendors” means machinery, equipment and/or products inclusive of component parts purchased from vendors in fulfillment of the client requirements.
MSP does not own certain Third-Party Products and the use thereof is subject to certain rights and limitations of which we need to inform You. Your right to use the Third-Party Products is subject to Your Agreement with us, and to Your understanding of, compliance with and consent to these Terms and conditions of the Third-Party agreements, which MSP does not have authority to vary, alter or amend.
MSP will use reasonable efforts to assign, transfer and facilitate all warranties (if any) for the Third-Party Product Vendor to You, but will have no liability whatsoever for the quality, functionality or operability of any Third-Party Products, and MSP will not be held liable as an insurer or guarantor of the performance, downtime or usefulness of any Third-Party Product. The Third-Party Product Vendor may require the MSP to sign a contract with the Third-Party Product Vendor for its products (“Third-Party Contract”) and the terms of the Third-Party Contract may require certain conditions and requirements upon You. Access to the terms and conditions of any such Third-Party Contract(s) will be provided as requested if possible. You hereby agree to review all Third-Party Terms and Conditions, and consent to those Third-Party Terms and Conditions which You have consented MSP to contract upon its behalf. Third-Party Product Vendor terms and conditions link of PDF can be found at our website and/or SOW as applicable.
23. Default & Excusable Delays
The Client reserves the right to cancel this Agreement in the event of default by Braver. Braver shall not, however, be liable for damages occasioned by delays due to causes beyond Braver control and without its fault or negligence, provided Braver promptly notifies The Client when such a delay becomes apparent.
24. No Third-Party Beneficiary
All of the provisions of this Agreement are solely for the benefit of the parties hereto, and none of the other provisions of this entire Agreement shall inure to the benefit of any person not a party to the Agreement, and third parties shall have no rights hereunder.
25. Consequential Damages
Neither the Client nor Braver shall be liable to the other for any consequential damages arising out of or related to the performance of this Agreement.
The Client shall at all times indemnify and save Braver harmless against and from all losses, liability, expenses, and other detriments of every nature and description to which The Client may be subjected by reason of any act or omission of Braver, its subcontractors, consultants, agents, officers, directors, and employees where such loss, liability, expense or other detriment arises out of or in connection with the performance of the work, including, but not limited to, personal injury (including death) and loss of or damage to property of The Client or others.
27. Updates to Contract
This contract may be updated and modified periodically. Updates in contract will be issued to client via email as requested. Payment of invoice will indicate that you have read and agree with the updates in the contract that is currently listed on Braver website.
This Agreement shall be governed by the laws of the State of Massachusetts. It constitutes the entire Agreement between Client and Braver for monitoring/maintenance/service of all equipment listed in Initial quote and future price adjustments. Its terms and conditions shall prevail should there be any variance with the terms and conditions of any order submitted by Client.
Braver is not responsible for failure to render services due to circumstances beyond its control including, but not limited to, acts of God.