Legal Agreement

MASTER SERVICE AGREEMENT

This Service Agreement (“Agreement”) is posted on the website https://tylerscomputers.com/legal and governs the provision of computer maintenance and support services (“Services”) by Tyler’s Computers (“Service Provider”) to the client (“Client”). By accessing or using the Services, the Client agrees to be bound by the terms and conditions of this Agreement.

SECTION 1: SCOPE OF SERVICES

General Scope and Limitations: The Service Provider’s responsibilities are strictly defined by the specific terms outlined for each customer category within this Agreement. Legacy and AlaCarte Customers are not provided with routine maintenance or support services by default. Services, tasks, or support requests that are not explicitly detailed within this Agreement’s scope of services are considered out-of-scope. The Service Provider reserves the right to reject any requests for out-of-scope assistance. If such requests are accepted, they will be billed on an hourly basis at the Service Provider’s standard rates for out-of-scope services.

Legacy Customers: Legacy Customers will be provided with all work at an hourly rate. This includes any required labor and software, which will be supplied at a markup. Communication, including phone calls and emails, will be counted toward billable hours.

AlaCarte Customers: AlaCarte Customers may select up to two specific services per month. Should an AlaCarte Customer require a third service within the same month, this plan will be voided. All services, including labor and software, will be billed at an hourly rate, with software provided at a markup. Phone calls and emails will be considered billable hours.

Retainer Customers: Retainer Customers are provided with basic routine maintenance, which includes Remote Monitoring and Management, Windows Patching, Select 3rd Party Software Patching, Anti-Virus, Centralized Log Collection, and a Remote Control Tool. Additionally, Retainer Customers will receive support for trouble tickets, with up to one hour of service per month for each kiosk, workstation, server, server container, and user. These hours are specific to each device or user and do not accumulate. Support is focused on non-functional and broken system states or issues with supported software only. Services beyond these parameters will be billed at an hourly rate. System changes will be quoted and billed as separate projects.

Managed Service Customers: Managed Service Customers will receive unlimited support for trouble tickets and basic routine maintenance, which includes Remote Monitoring and Management, Windows Patching, Select 3rd Party Software Patching, Anti-Virus, Centralized Log Collection, and a Remote Control Tool. Support covers non-functional systems, broken system states, or functionality issues related only to supported software for all managed and unmanaged network devices, workstations, and users. System changes will be scoped and billed as projects. User training is necessary but is not the responsibility of the Service Provider and considered out of scope. Brief training advice will be provided at no cost during software transitions or on an as-needed basis. If a user requires extensive training or frequently submits trouble tickets due to a lack of self-training, the customer will be notified, and further support may be billed at the hourly rate associated with project work. Customers are encouraged to use free training resources when available.

SECTION 2: ATHORIZED CONTACT

Designation of Authorized Client Contact:

The Client shall designate an individual who will act as the primary authorized contact for all matters pertaining to this Agreement. This individual will hold the authority to make decisions and approve changes on behalf of the Client, including but not limited to, billing inquiries, change management, authorizations, and receipt of notifications.

Authority of Client Communication:

Any communication from the Client to the Service Provider that originates from the designated authorized contact will be considered as having full authority to request services, support, or changes. The Service Provider will act upon such communications under the assumption that the designated contact has the requisite consent and authority from the Client to initiate and approve the actions requested. It is the Client’s responsibility to ensure that the authorized contact understands the scope of their authority and the implications of requests made to the Service Provider.

SECTION 3: DEFINING DEVICE TYPES AND USE FOR PRICING

Kiosk/POS Device: A kiosk is a dedicated device for specific functions like ticket sales or self-service ordering, typically used by the public or internally within an organization.

Workstation: A laptop or desktop computer used for common tasks such as browsing the internet, creating documents, managing emails, and conducting training.

Server: Any computer or system acting as a server, including those providing data, hosting applications, or fulfilling network roles. Each virtual machine or host is counted as a separate server.

Server Containers: Services running in a containerized environment on a server, such as those using Docker or Kubernetes technologies.

Printer: Devices including standard document printers and specialized units like label or receipt printers.

Network (Per VLAN/Subnet): Each VLAN or subnet is considered a separate entity within the organization’s network, reflecting the complexity and scale of different network segments.

Network Device: Components such as Access Points, Switches, Routers, and other devices integral to network communication or infrastructure management, including security cameras, access control, and PA systems.

Unmanaged Network Device: Devices like VOIP phones, Camera NVRs, Smart TVs, etc., that are statically connected to the network and may need occasional support but are not actively managed.

Phone System User: Applies to individuals using the 3CX system via mobile, web, or desktop applications for communication.

User Lite: For individuals without a personal workstation who may use shared computers and the 3CX communication system.

User Standard: For individuals with an assigned on-site workstation and access to 3CX communication services.

User Premium: For individuals with a workstation that can be used off-site and who may utilize 3CX communication services.

SECTION 4: EXCLUSIONS AND THIRD-PARTY SOFTWARE

The Service Provider’s support for mobile devices is limited to management via Mobile Device Management (MDM) solutions. Support for third-party software not procured through or managed by Tyler’s Computers is not included. However, should Tyler’s Computers grant approval, the Service Provider may assist with integrating approved third-party software with the Client’s systems and equipment. It is important to note that the Service Provider assumes no responsibility for any issues stemming from the third-party software itself. Support for such software will necessitate a separate agreement and will incur additional fees.

Any services rendered by the Service Provider that fall outside the terms of this Agreement are provided without warranty. The Service Provider shall not be held liable for any complications or issues that may arise from performing such out-of-scope work.

SECTION 5: DEFINE BUSINESS DAYS

Business Days and Hours: The Service Provider’s standard business days are Monday through Friday, with operating hours from 9:00 AM to 5:00 PM. These hours do not include federal holidays, which are observed as non-business days.

Federal Holidays: The following federal holidays are recognized by the Service Provider and are not considered business days. Services will not be provided on these dates:

  • New Year’s Day: January 1
  • Martin Luther King Jr. Day: Third Monday in January
  • Washington’s Birthday (Presidents Day): Third Monday in February
  • Memorial Day: Last Monday in May
  • Juneteenth National Independence Day: June 19
  • Independence Day: July 4
  • Labor Day: First Monday in September
  • Columbus Day: Second Monday in October
  • Veterans Day: November 11
  • Thanksgiving Day: Fourth Thursday in November
  • Christmas Day: December 25

When a holiday falls on a weekend, it is typically observed on the closest weekday. For example, if July 4th (Independence Day) falls on a Saturday, it is usually observed on the preceding Friday; if it falls on a Sunday, it is observed on the following Monday.

Holiday Observance Schedule 2023-2027:

Holiday 2023 2024 2025 2026 2027
New Year’s Day January 1** January 1 January 1 January 1 January 1
Martin Luther King Jr. Day January 16 January 15 January 20 January 19 January 18
Washington’s Birthday (Presidents Day) February 20 February 19 February 17 February 16 February 15
Memorial Day May 29 May 27 May 26 May 25 May 31
Juneteenth National Independence Day June 19 June 19 June 19 June 19 June 19*
Independence Day July 4 July 4 July 4 July 4* July 4**
Labor Day September 4 September 2 September 1 September 7 September 6
Columbus Day October 9 October 14 October 13 October 12 October 11
Veterans Day November 11* November 11 November 11 November 11 November 11
Thanksgiving Day November 23 November 28 November 27 November 26 November 25
Christmas Day December 25 December 25 December 25 December 25 December 25*

*If the holiday falls on a Sunday, it is observed on the following Monday. **If the holiday falls on a Saturday, it is observed on the preceding Friday.

Please note that this schedule is subject to change based on federal holiday declarations.

SECTION 6: RATE SCHEDULE

The following rates apply to services rendered under the respective customer plans. These rates are applicable for general support, project work, and emergency support as defined by the terms of the service agreement.

Legacy Customers:

  • Hourly Rate: $175
  • Consultations: Complimentary
  • Emergency Support: $249 per hour with a two-hour minimum charge

Legacy Customers will be billed at a standard hourly rate for all support and project work. Consultations are provided free of charge.

AlaCarte Customers:

  • Hourly Rate: $249
  • Consultation Fee: $249 (Flat fee per consultation)
  • Emergency Support: $249 per hour with a three-hour minimum charge

AlaCarte Customers will incur an hourly rate for all services, with a flat fee for consultations. Emergency support services are subject to a three-hour minimum billing policy.

Retainer Customers:

  • Hourly Rate: $199
  • Consultations: Complimentary
  • Emergency Support: $199 per hour with a two-hour minimum charge

Retainer Customers benefit from a reduced hourly rate for all services. Consultations are provided free of charge. Emergency support services are subject to a two-hour minimum billing policy.

Managed Service Customers:

  • Hourly Rate: $149
  • Consultations: Complimentary
  • Emergency Support: Flat charge of $50 per incident

Managed Service Customers enjoy the lowest hourly rate for services. Consultations are provided free of charge. Emergency support services are available for a nominal flat charge per incident.

SECTION 7: On-Site Support

On-site support services are available to all customer categories under the following conditions:

Legacy Customers:

  • Billing: On-site support is billed on an hourly basis.
  • Travel Time: Portal-to-portal travel time is calculated using Google Maps drive time calculator and billed accordingly.
  • Emergency Rate: An emergency rate is applied to visits that are not scheduled at least 24 hours in advance.

AlaCarte Customers:

  • Billing: On-site support is billed on an hourly basis.
  • Travel Time: Portal-to-portal travel time is calculated using Google Maps drive time calculator and billed accordingly.
  • Emergency Rate: An emergency rate is applied to visits that are not scheduled at least 24 hours in advance.

Retainer Customers:

  • Billing: On-site support is billed on an hourly basis.
  • Travel Time: Portal-to-portal travel time is calculated using Google Maps drive time calculator and billed accordingly.
  • Emergency Rate: An emergency rate is applied to visits that are not scheduled at least 24 hours in advance.

Managed Service Customers: Managed Service Customers are entitled to on-site visits as part of their service package, detailed as follows:

  • Scheduled On-site Visits: Customers may schedule on-site visits based on their employee count, with the frequency outlined in the table below. These visits are included in the service package at no additional charge.

    Employee Count Included On-site Visits per Month
    1-5 1 visit (up to 2 hours)
    6-10 2 visits (up to 2 hours each)
    11-15 3 visits (up to 2 hours each)

  • Scheduling: Visits can be requested by the customer or scheduled by the service provider in response to a trouble ticket.

  • Unplanned Visits: Any on-site visits beyond the number allocated per employee count will incur a fee equivalent to the emergency rate.

  • Extended Visits: Visits that exceed the allotted time will be billed at the standard hourly rate.

  • Client Responsibility: It is the client’s responsibility to schedule their on-site support visits. The Service Provider is not obligated to remind or ensure that the client utilizes their allotted on-site support time.

Extended Service Area Conditions:

For clients located beyond a 1-hour drive from the Service Provider’s main office, the following conditions apply to on-site support services:

  • Travel Expenses: Clients will be responsible for all travel-related expenses for on-site support, which include but are not limited to mileage, hotel accommodations, flights, and meals.

  • Visit Accumulation and Scheduling: On-site support visits for clients in extended service areas will be scheduled based on the accumulation of visit hours. The minimum on-site visit duration is 8 hours.

    For example:

    • A company with 16 employees may schedule a monthly on-site visit of 8 hours.
    • A company with 3 employees may schedule an on-site visit of 8 hours once every 4 months.

Please note that all on-site support is subject to the availability of service personnel and must be scheduled during normal business hours unless otherwise arranged.

SECTION 8: PAYMENT CLAUSE

Minor Out-of-Scope Services: For service requests that are outside the agreed scope of work yet are minor in nature, the Client authorizes the Service Provider to proceed without prior cost approval. The Client agrees to automatic billing for these tasks without prior cost disclosure.

Significant Changes and Project Work: Requests for substantial changes or projects will trigger a detailed quote and scope review process. The Client will be presented with a proposal for approval before project commencement. Written approval from the Client is required for the Service Provider to begin work.

Billing and Payment:

  • Subscription Invoices: Issued before the start of each subscription month, with payment due within 15 days from the invoice date (NET15).
  • Discretionary Discounts: The Service Provider reserves the right to apply discounts at its discretion.
  • Project Work Payments: For projects, 20% of labor and all hardware/software costs are due upfront.
  • Routine and Emergency Support Billing: Subscribed clients are billed NET15; non-subscribers pay immediately post-service.

Late Payment Consequences:

  • Service Suspension: Services may be suspended if payment is not received within 14 days past the due date.
  • Service Termination: If payment is 30 days overdue, services may be terminated, which could result in the permanent loss of data and settings.
  • Yearly Balance: Clients may be required to pay the remaining yearly balance if services are terminated due to non-payment.
  • Interest on Overdue Balances: A monthly interest of 3%, compounded monthly, applies after a 7-day grace period.
  • Recovery Fees: The Client is responsible for any legal fees incurred by the Service Provider in debt collection.

Annual Subscriptions:

  • Full Payment Upfront: Payment for the full year is required in advance.
  • Payment Timeliness: On-time payment is essential for uninterrupted service. Delays may result in suspension or termination.

Hourly Billing Structure:

  • Incremental Billing: Hourly services are billed in fifteen-minute increments, ensuring billing aligns with service duration.
  • Minimum Service Charge: A minimum of one hour’s charge applies to any billable service engagement.

The Client’s agreement to these terms is crucial for the provision of consistent and effective services.

SECTION 9: TERMINATION CLAUSE

Annual Agreements:

  • Legacy and AlaCarte Customers: No annual service agreement is required.
  • Retainer and Managed Service Customers: Options for 1, 2, 3, or 5-year service agreements are available. If the agreement is terminated early, the customer is liable for a minimum of 75% of the remaining contract value.

Termination and Transfer Policy:

  • Termination Process: Either party may initiate termination with a written notice submitted at least 14 days before the next billing cycle to [email protected], with the subject “Termination Request for [Company Name]”. The notice should specify whether it is for specific services or for all services.
  • Financial Obligations: Upon termination, no refunds will be issued, and any remaining subscription will be due in full.
  • Service Provider Transfer: Should the customer opt to transfer services to another provider, the Service Provider will assist at the hourly rate outlined in the contract. All associated costs are pre-approved by the Client.
  • Immediate Due Balance: The balance of any remaining annual agreement billed monthly is due immediately upon termination by either party.

Post-Termination Data and Service Access:

  • Client Data: The Client may request the release of all passwords, data, or backups upon termination.
  • Data Deletion: The Service Provider will act to delete all client data as requested, adhering to legal, regulatory, or data retention policies that may require maintaining certain data.
  • Multi-Tenant Services: The Client will forfeit access to any services provided in a multi-tenant capacity, with such access being at the sole discretion of the Service Provider post-termination.
SECTION 12: DATA REQUESTS CLAUSE
  • Request Process: The Client may submit a request for their data, passwords, and documentation at any time by sending a written email to [email protected] with the subject line “Data Request for [Company Name].”
  • Provision of Information: The Service Provider will endeavor to provide the requested information in a timely manner, consistent with commercial reasonableness, and in compliance with applicable laws and regulations.
SECTION 13: COMPUTER SYSTEMS AND EQUIPMENT

For the Service Provider to deliver effective maintenance and support, the Client’s computer systems and related equipment must adhere to the following minimum specifications:

  • Operating System: Must be running a manufacturer-supported version of Windows, Mac OS, or Linux.
  • Processor: Must have an Intel-based processor.
  • Storage: Must be equipped with a Solid State Drive (SSD) for storage.
  • Internet: Must have a reliable internet connection.
  • Support Tool: Must have Tyler’s Computers Remote Support Tool installed and operational.

To facilitate ongoing maintenance activities, it is required that all systems and equipment be powered on and accessible over the internet for a continuous 24-hour period at least once every week.

The Client is responsible for ensuring compliance with these specifications. The Service Provider will not be held accountable for any issues that stem from the Client’s failure to meet these requirements. Should the Service Provider determine that any of the Client’s systems or equipment fall short of these standards, an upgrade or replacement may be mandated for the continuation of support services.

SECTION 14: USERS

The Client affirms that all computer systems and related equipment under this Agreement shall be utilized solely for legitimate purposes, in accordance with all relevant laws, regulations, and policies. It is the Client’s responsibility to ensure that all authorized users adhere to these legal and regulatory standards.

Access Limitation:

  • The Service Provider stipulates a user access limit for services billed on a per-computer basis, capping at three (3) users per system. Requests for additional user access can be accommodated but may incur extra charges and necessitate an amended or new agreement.

Responsibility for Compliance:

  • The Client must inform and ensure that all authorized users agree to and follow the terms outlined in this Agreement. Any violation of this Agreement by an authorized user may lead to a halt or cessation of services by the Service Provider. The Client shall bear any ensuing expenses or damages resulting from such a violation.

Notification of Unauthorized Use:

  • The Client is obliged to immediately report any unauthorized usage or breach of security concerning the computer systems and related equipment to the Service Provider.

Indemnification:

  • Upon entering this Agreement, the Client consents to absolve and protect the Service Provider from any claims, losses, damages, or costs incurred due to the actions of the Client or its authorized users in connection with the computer systems and related equipment governed by this Agreement.
SECTION 14: LAW ENFORCEMENT COOPERATION

The Service Provider retains the authority to engage with law enforcement agencies and comply with legal directives to furnish data upon their request, or as mandated by judicial order, particularly in instances where there has been a significant infringement of the law. This protocol is established to safeguard the Service Provider against any liability associated with illicit activities that the Client or its authorized users may undertake using the computer systems or related equipment under this Agreement.

Acceptance of this Agreement constitutes the Client’s recognition and agreement to the Service Provider’s right to collaborate with law enforcement and judicial bodies when required.

SECTION 15: LIABILITY CLAUSE

The Service Provider expressly disclaims any responsibility for losses or damages that may arise in the course of service provision, including but not limited to, loss of time, profits, wages, data, information, or productivity, as well as any other potential business losses.

Liability Coverage:

  • All Clients will not be entitled to liability coverage by the Service Provider for any data loss or cybersecurity incidents that result from improper usage, lack of user training, or deliberate circumvention of security protocols by users or third parties.

Data Protection:

  • The Service Provider commits to taking commercially reasonable precautions to safeguard the Client’s data’s confidentiality and integrity. Client data will not be shared with any third parties not affiliated with Tyler’s Computers, barring explicit consent from the Client.

Exclusion of Consequential Damages:

  • The Service Provider will not be held accountable for any consequential damages that result from service interruptions, including but not limited to lost profits or business interruption.

Indemnification:

  • The Client agrees to indemnify and defend the Service Provider against any claims, losses, damages, or costs resulting from any violation of this Agreement, including breaches of confidentiality, security breaches, or unauthorized access to the Client’s systems and equipment.

By engaging the services of the Service Provider, the Client acknowledges and accepts these limitations on liability.

SECTION 15: FORCE MAJEURE CLAUSE

The Service Provider shall be exempt from liability for any delay or non-performance of its obligations under this Agreement when such inaction is attributable to force majeure events. These events include, but are not limited to, natural catastrophes, acts of God, warfare, acts of terrorism, governmental measures, or any other occurrences beyond the reasonable control of the Service Provider.

SECTION 16: GOVERNING LAW AND JURISDICTION

This Agreement shall be governed by and interpreted in line with the laws of the State of Missouri. All disputes or legal proceedings arising out of or in connection with this Agreement shall be subject to the exclusive jurisdiction of the courts located in Clay County, Missouri.

SECTION 17: ENTIRE AGREEMENT

This Agreement represents the full and complete understanding between the Client and the Service Provider regarding its subject matter. It replaces and nullifies all prior discussions, agreements, and understandings, both written and verbal, pertaining to the terms of this engagement.

SECTION 18: AMENDMENTS

The Service Provider retains the authority to modify the terms of this Agreement at its discretion. Any revisions will be made public by updating the Agreement on the Service Provider’s official website, which can be accessed at https://tylerscomputers.com/legal. The Client has the obligation to periodically review the Agreement to stay informed of any changes. It is recommended that the Client visit the website regularly to ensure awareness of the current terms.

Should the Client find any amendment to the Agreement unacceptable, they reserve the right to terminate the Agreement. The Client may also reach out to the Service Provider as outlined in the termination clause of this Agreement to discuss and potentially resolve any concerns regarding the changes.

Amendments will take effect immediately upon their posting on the website or from the date specified in the update notice. Subsequent payment of an invoice by the Client following the posting of an updated Agreement will be considered as the Client’s acceptance of the revised terms.

The Service Provider encourages open communication and will endeavor to notify the Client of significant changes to the Agreement, but it remains the Client’s responsibility to review the Agreement as needed to ensure continued agreement with its terms.

SECTION 19: SEVERABILITY

Should any clause, term, or provision of this Agreement be deemed invalid, illegal, or unenforceable within any given jurisdiction, this shall not impinge on or invalidate the remaining clauses, terms, or provisions hereof, nor shall it affect the validity or enforceability of such clause, term, or provision in any other jurisdiction. In the event of such a determination, the parties are compelled to engage promptly and in good faith to amend this Agreement. The objective of such amendment will be to preserve, as closely as possible, the original intentions of the parties in a manner that is both mutually agreeable and ensures that the intended transactions are fulfilled to the maximum extent permissible. This commitment to renegotiate any such unenforceable provision demonstrates a firm resolve to maintain the integrity and enforceability of this Agreement in its entirety.

SECTION 20: NOTICES

Under this Agreement, all forms of communication such as notices, requests, consents, claims, demands, waivers, and other relevant interactions must be conducted in writing. Such communications are considered effectively delivered and received in the following circumstances:

  • Upon hand delivery, with an acknowledgment of receipt from the recipient
  • Upon confirmation of delivery when sent through a nationally recognized courier service with a request for a receipt
  • Via email, provided that the sender receives confirmation of receipt, and such email is sent during the recipient’s standard business hours, or on the following business day if sent after
  • Three days after being sent by certified or registered mail, with a request for a return receipt and with all postage fees prepaid.

This ensures a clear and verifiable process for the exchange of important information under this Agreement.

SECTION 21: ASSIGNMENT

The Client is not permitted to transfer or assign any rights or responsibilities outlined in this Agreement to another party without obtaining express written consent from the Service Provider beforehand. Conversely, the Service Provider reserves the right to assign or delegate its own rights and duties under this Agreement, either in entirety or partially, to any affiliated entity or subsequent successor of the business, with 60 days written notice to the Client.

SECTION 22: NO THIRD-PARTY BENEFICIARIES

This Agreement is expressly established for the exclusive benefit of the signatory parties and their lawful successors and assigns. It is not designed to bestow any legal or equitable rights, benefits, or remedies to any other individuals or entities beyond those explicitly named or implied within the terms of this Agreement.

SECTION 23: WAIVER

A waiver concerning this Agreement is not valid or enforceable unless it is formulated in writing and duly signed by the party granting the waiver. Such a waiver shall not imply a relinquishment of any rights regarding any subsequent or separate failures, breaches, or defaults. Each waiver is specific to the circumstances expressly stated in the written document and does not extend to any prior or future occurrences of a similar or dissimilar nature.

SECTION 24: INDEPENDENT CONTRACTOR

Service Provider’s relationship with the Client under this Agreement shall be that of an independent contractor, and nothing in this Agreement shall be construed to create a partnership, joint venture, or employer-employee relationship between the parties. Service Provider is solely responsible for all taxes, withholdings, and other similar statutory obligations relating to its performance under this Agreement.

SECTION 25: SERVICE LEVEL AGREEMENT (SLA)

This Service Level Agreement (SLA) outlines the standard response times committed to by the Service Provider upon receipt of a service request from the Client. The SLA applies solely to the Service Provider’s initial response and not to the resolution of the issue. The Client is responsible for being available during business hours to facilitate the troubleshooting and resolution process.

Legacy and AlaCarte Customers:

  • No SLA is provided. Service requests will be addressed on a best-effort basis without a guaranteed response time.

Retainer Customers:

  • Standard Trouble Tickets: The Service Provider commits to an initial response within 2 business days.
  • Emergency Situations: The Service Provider commits to an initial response within 12 hours.

Managed Service Customers:

  • Standard Trouble Tickets: The Service Provider commits to an initial response within 1 business day.
  • Emergency Situations: The Service Provider commits to an initial response within 12 hours.

Please note that these response times are applicable during the Service Provider’s normal business hours. The Client’s prompt availability during these hours is crucial to the effective handling of service requests.

Section 26: INCIDENT RESPONSE

The Service Provider is dedicated to providing timely and proficient incident response services to the Client, conforming to the highest industry standards and practices. In the event of an incident, the Service Provider will initiate a response within one business day of receiving notification from the Client.

Financial Responsibility and Third-Party Engagement

The Client acknowledges that all costs associated with the incident response will be borne solely by the Client. The Service Provider reserves the right to engage a third-party agency to assist in the incident response process when deemed necessary or beneficial to the resolution of the incident.

Incident Management and Investigation

The Service Provider will take immediate action to contain any incidents to prevent further damage or data loss. An in-depth investigation will follow to determine the cause and extent of the breach or security issue.

Analysis and Remediation

A detailed analysis of the incident will be conducted to identify any security weaknesses within the Client’s systems. The Service Provider will then recommend and implement corrective measures to remediate the identified issues and facilitate recovery from the incident.

Communication and Reporting

The Service Provider will provide ongoing updates to the Client throughout the incident response process and will deliver a final report detailing the incident, the response actions, and future preventive recommendations upon resolution.

Confidentiality and Expertise

The Service Provider ensures strict confidentiality regarding all information related to the incident response activities. The Service Provider represents that it has the necessary expertise to manage incident response services in line with professional standards.

Limitation of Liability

The Service Provider’s liability for any claims arising from this Agreement shall be limited to 40% of the amount of the fees paid by the Client for the services provided. This limitation is in place to reflect a fair distribution of risk in light of the incident response services’ nature.

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