In consideration of the mutual promises and agreements made herein and intending to be legally bound, LEAP Managed IT, LLC and Customer agree that LEAP Managed IT, LLC shall provide the services described herein to Customer.
1. Term and Termination. This Agreement is valid and binding as of the date of execution and/or agreement by Customer (the “Effective Date”) and shall remain in full force and effect during the Initial Term of this Agreement, which shall be the first full calendar month following the first invoice and shall last for a period of at least twelve (12) months, or such other time as set forth in Customer’s Agreement (hereinafter “Initial Term”). This Agreement and these Terms and Conditions shall automatically renew after the Initial Term for successive twelve (12) month terms (each a “Renewal Term”). Either party may elect not to renew a Term of this Agreement without penalty by sending written notification of non-renewal to the non-terminating party at least thirty (30) days before the end of any Initial or Renewal Term (Permitted Termination”). This agreement, related lease or rental agreement may not be terminated before the end of any active Term and/or Renewal Term and customer will be responsible for all remaining agreement, lease and/or rental payments. Notwithstanding any valid termination of this Agreement, Customer shall remain responsible for any separate lease and/or equipment agreement.
2. Monthly Charges. LEAP Managed IT, LLC will invoice Customer the Monthly Payment in advance on the 1st of the month for the Services to be rendered during the month. Payment terms are Due Upon Receipt. Services are provided in minimum increments of one (1) month and shall not be prorated upon termination, suspension, or disconnection.
3. Transition Billing. The first full billing month (the “Billing Month”) will begin on the first day of the calendar month following the onboarding date. If the onboarding date is the first day of the calendar month, the Billing Month will begin on the onboarding date. If not, Customer will be assessed a prorated amount of the Monthly Payment for the period between the onboarding date and the first day of the Billing Month. Such amount will be prorated on a 30-day calendar month and will be added to the Customer’s first invoice. The onboarding date will be specified in the Project Charter.
4. Software as a Service (SaaS). Customer understands and accepts that software licenses acquired as a Service (monthly, quarterly, annually) are subject to the terms and conditions of the manufacturer’s license agreement, including pricing, and may be increased beyond the 5% referenced in paragraph 4 with thirty (30) days’ notice to Customer. Customer understands and accepts that these manufacturer pricing increases are outside LEAP Managed IT, LLC’s control. In some cases, Customer may elect to pay third-party vendors directly, such as Microsoft.
5. Moves, Adds, Changes, and Disconnects. Certain elements of some Service Orders incur charges on a per item basis. Examples include, but are not limited to email accounts, monitored devices, offsite data storage, and resources for virtual hosted servers provisioned in a data center. Any Customer request for a change of Service that creates an increase in the subscribed services may result in a corresponding increase in monthly charges. In the event of a disconnection of Service, an early termination charge may apply under paragraph 1 above. Additional and new Services may incur an installation charge for the specific service or feature.
6. Compliance Audits. From time to time Customer may be audited or asked to provide IT, backup, license, or other information for compliance (example: SEC, ISO, SOX, HIPAA) or insurance coverage/application purposes. LEAP Managed IT, LLC will provide such assistance and services as requested, these services will be billed at on at time and materials billing rate utilizing LEAP Managed IT, LLC’s hourly rates then in effect.
7. Other Charges and Fees. Customer is responsible for all nonrecurring and recurring charges as indicated including any equipment; charges for any moves, adds, changes, or disconnects of the Service; consulting fees; training fees; taxes; regulatory charges; compliance fees; and other fees (collectively “Charges”). Any request for professional services which are deemed beyond the scope of the Services as outlined in any Service Orders shall be considered consulting and will be billed on time and materials basis at the then current applicable rate.
8. Payment. All invoices will be sent to the Customer’s address of record or emailed and will be due within 12 days of receipt. All recurring service charges shall be paid via ACH, check, or credit card. All non-recurring payments shall be made via check or credit card. Credit card payments will incur a 3% service charge. Customer shall pay all Charges incurred under this Agreement. A late payment charge calculated as 1.5% of the average daily balance of all past due invoices will be calculated and invoiced monthly. This Finance Charge will not exceed the highest rate allowed by law. For any account with a past due balance, LEAP Managed IT, LLC may also suspend or terminate the Service without notice at any time. A service charge not to exceed the highest amount allowed by law will be added to all returned checks and all items submitted for direct payment for which there are insufficient funds. Customer shall pay all costs associated with the collection of past due amounts, including attorneys’ fees, and court costs. Notwithstanding the dispute resolution provisions of this Agreement, LEAP Managed IT, LLC may seek recourse for collection of any unpaid charges in the Delaware County Circuit Court, Muncie, IN, and Customer hereby submits to such jurisdiction and venue for this purpose. Customer shall be responsible for all attorney’s fees incurred by LEAP Managed IT, LLC in the pursuit of any litigation that arises out of and/or relates to this Agreement.
9. Billing Disputes. For purposes of this Section, a “Bona Fide Billing Dispute” is a billing dispute that can be clearly substantiated through objective records, data, and materials, or where a miscalculation or misstatement of fees is clearly evident on an invoice. All Bona Fide Billing Disputes must be submitted in writing, with complete documentation of the basis for the claim, and submitted with payment of all undisputed amounts, or alternatively, if Customer has paid an invoice in full, Customer shall have ninety (90) calendar days from the invoice date to give notice of the Bona Fide Billing Dispute. Failure to provide timely notice of a dispute, as required above, shall be deemed an irrevocable waiver of said dispute. LEAP Managed IT, LLC will use commercially reasonable efforts to resolve any Bona Fide Dispute within thirty (30) days of notice of the Bona Fide Billing Dispute.
10. Taxes and Fees. Customer is responsible for payment of any sales, use, gross receipts, excise, access, or other local, state and federal taxes, charges, surcharges, or reimbursement of said taxes, charges, or surcharges (however designated) imposed on, or based upon the provision, sale, or use of the Services. LEAP Managed IT, LLC may also include a separate compliance recovery fee or another similar fee to cover the administrative burden and overhead necessary to maintain and document regulatory compliance on behalf of the Customer to the extent such fees are not prohibited by law. All taxes and fees shall be listed separately and are not included in the rates quoted herein.
11. Regulatory Changes. If the FCC, a state regulatory body, a court of competent jurisdiction, any legislature, or any other governmental or quasi-governmental body having jurisdiction over the Services issues a rule, regulation, law, or order which has the effect of increasing the cost to provide Services hereunder or canceling, changing, or superseding any material term or provision of this Agreement (collectively, “Regulatory Requirement”), with notice to Customer, LEAP Managed IT, LLC may modify this Agreement or any rates or fees associated with the Services in its sole discretion as necessary to comply with such Regulatory Requirement. Such modification shall not constitute a basis for termination of this Agreement.
12. No Ownership of Customer Data. LEAP Managed IT, LLC makes no claim of ownership of Customer’s data. In the event of the expiration or proper termination of this Agreement, LEAP Managed IT, LLC agrees to return Customer’s applications and data in a commercially reasonable manner. LEAP Managed IT, LLC will use commercially reasonable efforts to permanently and irrevocably remove, purge or overwrite all Customer data still remaining on their respective systems, unless and to the extent applicable laws and regulations require retention of such data. In the event LEAP Managed IT, LLC becomes insolvent or bankrupt, Customer shall be granted access to its licensed software and data. Customer is responsible for all hardware, software, and IT support necessary for the return of applications and data, setup of such applications and data, and continued maintenance thereof. LEAP Managed IT, LLC shall not be liable for any lost data or interruption of service.
13. Administrators. Customer will appoint up to three (3) people from time to time (the “Administrator(s)”) whom Customer will designate as its agent(s) with authority to perform certain administrative functions, including making technical change requests or other technical inquiries, and upon whose instructions LEAP Managed IT, LLC may rely.
14. Non-solicitation of employees. Customer will not, for two years following the termination of any Service Order or Agreement, solicit any employee of LEAP Managed IT, LLC to perform services that are similar to those services being performed by the employee for Customer on behalf of LEAP Managed IT, LLC. In the event of a violation of this provision, Customer shall reimburse LEAP Managed IT, LLC in the amount equal to fifty percent (50%) of such employee’s annual salary within thirty (30) days of written notice.
15. Litigation Hold. LEAP Managed IT, LLC shall have no obligation to store or avoid the destruction of data under the Federal Rules of Civil Procedure, including but not limited to Rule 26 thereof, or other similar state law, regulation, or judicial order. If Customer reasonably believes or is notified that a hold on the destruction of data is or may be required, Customer may provide a written request to preserve its data on a going forward basis. The request shall indicate the scope of the data to be preserved, and Customer agrees to limit the scope to the extent possible. Additional fees may apply for all labor, additional hardware, or other items that may be necessary to comply with such request. LEAP Managed IT, LLC may require a deposit or prepayment to ensure payment of such additional fees. LEAP Managed IT, LLC does not provide legal advice, and Customer is strongly encouraged to engage legal counsel under such circumstances. Customer agrees to work with LEAP Managed IT, LLC to limit any disruption to LEAP Managed IT, LLC’s normal business operations. In the event LEAP Managed IT, LLC determines in its sole discretion that a data preservation request is or may be too burdensome, LEAP Managed IT, LLC may terminate this Agreement immediately.
16. LIMITATION OF LIABILITY. LEAP MANAGED IT, LLC MAKES NO WARRANTY OR REPRESENTATION WITH RESPECT TO THE QUALITY, ACCURACY, OR AVAILABILITY OF ANY LEAP MANAGED IT, LLC SERVICES. LEAP MANAGED IT, LLC DISCLAIMS ALL WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR OF QUALITY, DESIGN, CONDITION, CAPACITY, SUITABILITY, PERFORMANCE, OR NONINFRINGEMENT. IN NO EVENT WILL LEAP MANAGED IT, LLC OR ITS CONTRACTORS OR AGENTS BE LIABLE FOR ANY DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH CUSTOMER’S OR ANY OTHER PARTY’S USE OF, OR INABILITY TO USE, THE LEAP MANAGED IT, LLC SERVICES, INCLUDING BUT NOT LIMITED TO, ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, LOST PROFITS RESULTING FROM LOST DATA, DELAY, OR INTERRUPTION IN SERVICES OR DAMAGES RESULTING FROM PERSONAL INJURY OR PROPERTY DAMAGE, WHETHER OR NOT THERE IS NEGLIGENCE BY LEAP MANAGED IT, LLC AND WHETHER OR NOT LEAP MANAGED IT, LLC HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES. CUSTOMER’S EXCLUSIVE REMEDY FOR ANY BREACH OF THIS AGREEMENT IS LIMITED TO THE AMOUNTS CUSTOMER HAS PAID UNDER THIS AGREEMENT. IN THE EVENT A COURT OF COMPETENT JURISDICTION DETERMINES THAT THIS LIMITATION OF REMEDY FAILS OF ITS ESSENTIAL PURPOSE, THEN CUSTOMER EXRESSLY AND UNEQUIVOCALLY AGREES THAT LEAP’S MAXIMUM LIABLITY FOR ANY CLAIM BY CUSTOMER SHALL NOT EXCEED LEAP’S THEN EXISTING AMOUNT OF INSURANCE COVERAGE.
17. Claims. Any and all claims or actions arising under this Agreement, other than indemnification obligations arising under paragraph eighteen (18) below and billing disputes which are governed by paragraph nine (9) above, shall be brought within twelve (12) months of the event giving rise to the claim or shall forever be barred.
19. Non-binding Mediation. Customer and LEAP Managed IT, LLC understand that, despite the best efforts of both parties, issues and conflicts may arise under this Agreement. The parties acknowledge their desire to reach a working solution to such problems by using good faith attempts to resolve such issues and conflicts. If such good faith attempts are unsuccessful, either party may start non-binding mediation in Muncie, Indiana by providing written notice to the other. The mediation shall be conducted by an Indiana certified mediator. Non-binding mediation shall be the sole remedy for resolving any and all disputes between the Parties, except as otherwise provided herein. No statements by, or communications between, the parties during negotiation will be admissible for any purpose in mediation. The Parties shall bear their own attorney’s fees and costs, including expert costs, related to any claim or dispute subject to mediation. The mediator may, as part of any decision, award to the prevailing party the mediation fees paid by that party. Any and all claims, disputes, or causes of action arising out of or under this Agreement shall be governed by the laws of the State of Indiana without regard to conflict of laws. Notice: By signing and/or digitally accepting this Agreement, the Parties are agreeing that they have read and understand the foregoing non-binding mediation provisions and that, except where prohibited by law or otherwise set forth herein, the Parties agree to have any claim or dispute subject to the provisions of this paragraph decided by non-binding mediation and that the Parties are giving up any rights they might possess to have the claim or dispute litigated in court or by jury trial. The provisions of this paragraph shall survive breach or termination of this Agreement. Notwithstanding the preceding, either party may apply to a court in Delaware County, Indiana for interim relief if such party reasonably determines that such relief is necessary to prevent irreparable injury to it or a third party. The state courts of Delaware County, Indiana shall be the sole and exclusive jurisdiction for any and all claims and/or causes of action between the Parties, including claims arising under this Agreement. This Agreement and all claims and/or causes of action between the Parties shall be governed by and interpreted under Indiana law. To the extent any proceeding is necessary to enforce this Agreement, or the pursuit of the mediation procedures set forth above, LEAP Managed IT, LLC shall be entitled to recover its reasonable costs and attorney’s fees.
20. Severability. If any term or provision of this Agreement is held by a court of competent jurisdiction to be illegal, unenforceable, or invalid in whole or in part for any reason, the remaining provisions of this Agreement shall remain in full force and effect. The invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the Agreement and shall continue in full force and effect.
21. Notice. All notices shall be in writing and shall be considered given upon receipt when sent by certified mail, return receipt requested, postage prepaid, or sent via a major domestic overnight carrier with verification of such delivery to Customer at Customer’s address stated in this Agreement, or to LEAP Managed IT, LLC at 5752 West Kilgore Avenue, Muncie, IN 47304, Attn: Legal.
22. Force Majeure. With the exception of any payment of money due hereunder, no party shall be liable by reason of any failure or delay in the performance of its obligations due to any cause beyond its reasonable control, including acts of God, strikes and lockouts, or other industrial disturbances, vendor, or subcontractor delays, wars, riots, terrorist activity, insurrections, epidemics, severe weather, interruptions by government or court orders, present or future orders of regulatory bodies having proper jurisdiction, civil disturbances, explosions, breakage or accident to equipment, power interruptions, fiber cuts, outages or failures to any carriers providing service to Provider or Customer, failure of Customer’s proprietary software, outages, or failures and any other cause that is outside of the control of the party claiming that a Force Majeure event has prohibited it from performing its obligations hereunder and which such party, with the exercise of due diligence, is unable to overcome. Notwithstanding the preceding, nothing shall relieve either party from liability in the event of its concurring negligence or in the event of its failure to use reasonable diligence to remedy the situation and remove the cause in an adequate manner. Any assertion of non-performance based on a Force Majeure event shall not be effective unless notice is served on the other party with a full explanation of the events giving rise to the Force Majeure claim.
23. No Assignment. Customer shall not assign its rights or delegate its duties under the Agreement either in whole or in part without the prior written consent of LEAP Managed IT, LLC which shall not be unreasonably withheld. Any attempted assignment or delegation without such consent will be void. This Agreement and all rights and obligations hereunder shall be fully assignable by LEAP Managed IT, LLC. This Agreement will bind and inure to the benefit of each party’s successors and permitted assigns.
24. Conflicts with Service Orders. The terms contained in this Agreement and any Service Order shall govern the relationship between the parties. To the extent that the terms and conditions of this Agreement are in direct conflict with any term or condition contained in a Service Order, the term contained in the Service Order will control.
25. Entire Agreement. This Agreement constitutes the entire agreement between the parties on the subject matter hereof and supersedes all other prior and contemporary agreements, understandings, and commitments between the parties regarding the subject matter hereof whether oral or in writing.
26. Modifications. LEAP Managed IT, LLC may, at its sole discretion, modify our prices, fees, the Services, or the terms and conditions of this Agreement in the future. Unless this Agreement or applicable law specifies otherwise, we will give you thirty (30) days prior notice of any significant change to this Agreement. If you continue to receive Service(s) after the end of the notice period (the “Effective Date”) of the change, you will be considered to have accepted the changes. You may not modify this Agreement by making any typed, handwritten, or any other changes to it for any purpose.
27. Agreement Drafted by Both Parties. This Agreement is the result of arm’s length negotiations between the parties and shall be construed to have been drafted by all parties such that any ambiguities in this Agreement shall not be construed against either party.
28. Signatures. The parties hereto acknowledge and agree that electronic contracts have the same legal validity and enforceability of pen-and-paper documents when executed in compliance with e-signature laws. An electronic signature is fully binding and constitutes a legal method of executing this Agreement. A quote from our electronic quoting tool shall become a Service Order upon acceptance and Electronic Signature.
29. Headings. Headings used in this Agreement are provided for convenience only and shall not be used to construe meaning or intent.
IT Service Levels
All IT service issues should be directed to the LEAP Managed IT, LLC Help Desk. We are available via telephone and email from 8 AM to 5:00 PM Eastern Time, Monday through Friday. Our Help Desk team will triage and categorize every service request. Service issues that require either our Network Operations Center (NOC) team or our onsite team will be escalated internally. Support is performed during Normal Support hours (8 AM to 5:00 PM Eastern Time, Monday through Friday, excluding published holidays). Pre-arranged onsite support outside normal business hours will be addressed on an individual basis.
Customer’s authorized end-users may open a support ticket by calling the LEAP Managed IT, LLC Help Desk at 765-741-9446, using the LEAP Managed IT, LLC Help Desk Support Application, or by sending an email to firstname.lastname@example.org. When a ticket is opened, the LEAP Managed IT, LLC team will prioritize it, assign it to the appropriate resource, and manage the open ticket until closure.
Customers calling during Normal Support hours will immediately speak to a qualified support specialist. Appropriate action, prioritization, and escalation will follow. Excluding bona fide emergencies, Customers calling outside business hours will receive a return call during Normal Support hours on the next business day.
Customers requesting support via email can expect a response in 2 to 3 business days, depending on the severity of the reported issue.
If you feel your service request is not being handled properly, please contact our manager on duty by emailing support@LeapManagedIT.com or calling 765-741-9446 and asking for the manager on duty.
Help Desk Contact
- Submit support ticket using the “Help Desk Support Application” installed on each covered system (immediate support)
- Telephone: 765-741-9446 (immediate support)
- Email: email@example.com (non-emergencies: 2 to 3 business days)
Our first duty is to resolve high priority incidents that impede a Customer’s ability to work. Issues are addressed based on priority. Priority is determined by evaluating the severity of the issue and the impact to the organization. You have our promise that we will use our best efforts to resolve issues as quickly as possible. The Customer understands and accepts that high severity, high impact incidents will be LEAP Managed IT, LLC’s highest priority and focus.
Target Response Matrix:
|Response Priority||Expected Response Time
(During Normal Business Hours)
|1||30 Minutes||Internet Outage, Critical Business Application Down, Managed Phone System Outage
(Issue Affecting Entire Organization)
|2||1 Hour||Intermittent Internet Issues, Specific Function of Business Application Not Working
(Issue Affecting Multiple End Users)
|3||1 Business Day||Password Resets, Printer Issues|
|4||2 Business Days||New User Account Creation, Application Update Request|
|5||2-3 Business Days||Misc. Adds/Moves/Changes|
Using the response matrix above, once we diagnose a problem (urgency/impact), we will allocate and assign resources to respond based upon the target timeline.
Target response matrix goals detailed above are for Normal Support hours (8 AM to 5:00 PM Eastern Time, Monday through Friday, excluding published holidays).ÔÇî
- The target response is the preferred response, not guaranteed, around which our business model and processes are built. LEAP Managed IT, LLC will always strive to meet the customer needs and deal with exceptions as presented.
- If LEAP Managed IT, LLC needs to engage a third-party vendor for service or application issues, we are subject to their timelines for service escalation and resolution.
- Outside of the contracted environment covered under IT Support, LEAP Managed IT, LLC will make a best effort to resolve the issue, and we reserve the right to defer extensive troubleshooting.ÔÇî
- LEAP Managed IT, LLC and the Customer understand that to achieve these response targets, a sound up-to-date IT network environment is required. Throughout the length of any Agreement, and using industry accepted standard practices, LEAP Managed IT, LLC will make recommendations as appropriate and will make the Customer aware of potential failures or threats that need to be addressed. Customer assumes the risk of Customer’s failure to comply with LEAP Managed IT, LLC’s recommendations relating to network, hardware and/or software recommendations. The Customer understands that failure to act on LEAP Managed IT, LLC’s recommendations may create an IT NETWORK environment where the above-referenced target response guidelines cannot be met. ÔÇîÔÇî
Normal Support Hours
When referred to, LEAP Managed IT, LLC Normal Support hours means Monday through Friday, 8:00 AM – 5:00 PM Eastern Time, excluding published holidays. All work outside LEAP Managed IT, LLC’s Normal Support hours will result in an additional charge unless otherwise noted in the Customer’s Agreement.ÔÇî
LEAP Managed IT, LLC will provide monitoring for all servers, desktop PCs, laptop PCs, and thin clients on the Customer’s network (Covered Devices). The list of Covered Devices will be updated automatically to reflect any upgrades, replacements, repairs, additions or deletions to the Covered Equipment. The Monthly Payment will be adjusted to reflect any such upgrades, replacements, repairs, additions, or deletions to the Covered Equipment.
Support on non-covered devices will be best effort service and may be billable.ÔÇîÔÇî
LEAP Managed IT, LLC will provide Help Desk Support for Covered Devices during Normal Support hours. This work will be provided remotely and, in many cases, a desktop sharing session will be initiated with the end-user to expedite resolution. This desktop support is not designed to provide application training for end users. LEAP Managed IT, LLC will always endeavor to resolve IT-related issues but, if the issue is operator training related and not technical in nature, the caller may be redirected to an internal Customer resource. Operator training related issues are outside the scope of this support.
Remote Management Tools
LEAP Managed IT, LLC will install a remote monitoring and management tool “Agent” on each Covered Device, excluding Thin Customers. LEAP Managed IT, LLC will utilize the Agent to deploy Microsoft Windows updates, as available and when appropriate, monitor hardware for service issues and alerts, monitor software versions and packages and facilitate remote support screen sharing sessions.ÔÇî
LEAP Managed IT, LLC will maintain the Customer’s print server(s) and will make certain that all necessary print drivers are deployed and updated on the print server(s). LEAP Managed IT, LLC will set up individual print queues on the server upon request. LEAP Managed IT, LLC will provide remote printing support, including setting up of default printers, network printer deployment, and end-user support with problem print jobs. This printing support is not a hardware break fix program. Customer will be responsible for initiating separate printer break fix agreements.ÔÇî
If the Customer is selected for a license compliance audit by Microsoft or any other software manufacturer, LEAP Managed IT, LLC will work with the Customer to comply with the audit. This work will be performed on a time and material basis.ÔÇî
Third Party Liaison
Customer utilizes many third-party software products to operate its business. LEAP Managed IT, LLC will endeavor to become familiar with such third-party software products so that LEAP Managed IT, LLC can act as a liaison between the Customer and the third-party software vendors. LEAP Managed IT, LLC’s primary role as such will be to troubleshoot any performance issues and make certain the situation is not related to any Covered Network Equipment, the Internet, or bandwidth limitations. If LEAP Managed IT, LLC is unable to identify the problem, LEAP Managed IT, LLC will direct the end user to contact the third-party software vendor for support. LEAP Managed IT, LLC would be happy to participate, if requested, in this call. LEAP Managed IT, LLC shall provide the first 30 minutes per incident of such liaison support at no additional charge to Customer. After that, this support is billed in 15-minute increments at LEAP Managed IT, LLC standard hourly rates. LEAP Managed IT, LLC requires that Customer maintains an active support agreement with each of its third-party software vendors. LEAP Managed IT, LLC will assist the Customer and third-party provider in deploying software version updates or patches on a time and material basis. If the maintenance window requires after hour support, an after-hours charge will be applied. A complete line of business change or migration that requires an IT network upgrade will be handled as a billable project.ÔÇî
If Customer is audited by a third-party or asked to provide IT compliance documentation (example: HIPAA, SOX, CISO) for insurance coverage/application purposes, LEAP Managed IT, LLC will provide such assistance and services as requested. Unless expressly stipulated in Customer Agreement, these services are not covered under standard support, and all related work will be billed at LEAP Managed IT, LLC standard hourly rates.ÔÇî
Non-Supported Covered Equipment
LEAP Managed IT, LLC will notify Customer if LEAP Managed IT, LLC becomes aware that any Covered Equipment is not currently, or is scheduled at a later date to no longer be, supported by the manufacturer, and will recommend appropriate action.ÔÇî
Once any Covered Equipment is no longer supported by the manufacturer (i.e. Cisco, VMware, etc.), Customer understands that LEAP Managed IT, LLC will use its reasonable efforts to support such Equipment. However, LEAP Managed IT, LLC may not be able to and is not obligated to, support any Covered Equipment that is no longer supported by the manufacturer. If LEAP Managed IT, LLC, in its sole discretion, cannot perform its obligations under the Agreement due to non-supported Covered Equipment, LEAP Managed IT, LLC may, with 30 days’ notice to Customer, cancel all or part the Agreement without penalty.ÔÇî
LEAP Managed IT, LLC understands and acknowledges that Customer owns all stored “data” created by or supplied by the Customer during the term of this Agreement. If at any time, the Customer wants to move, transfer or delete its data and any Customer licensed applicable software, LEAP Managed IT, LLC will facilitate the transition and transfer of the Customer data and Customer licensed applicable software, unless restricted by law or legal authority. Customer acknowledges that any such transition and transfer service requests are outside the scope of the Agreement and that such activities will be provided by LEAP Managed IT, LLC as a billable service in accordance with LEAP Managed IT, LLC’s then current Standard Labor Rates.ÔÇî
The following services are not included in the Agreement:ÔÇî
- Repairs or modifications due to Customer actions causing network malfunction;
- Repairs or modifications due to any third-party actions; and
- Repairs or modifications due to natural disasters, rain, fire, water, smoke, lightning, power surges or other physical damage at no fault to LEAP Managed IT, LLC.
- Remediation or service time required to solve cyber security related issue.ÔÇî
Customer will be billed at LEAP Managed IT, LLC standard hourly rates for any of these services.ÔÇî
LEAP Managed IT, LLC shall have full access to the Customer’s network with Administrator capabilities for the duration of any Service Agreement(s). Customer agrees to allow LEAP Managed IT, LLC to monitor Customer’s traffic and content on the Customer’s equipment and network if LEAP Managed IT, LLC deems it necessary or advisable.ÔÇî
Customer agrees that all Covered Equipment and software will be properly licensed to Customer and at a version level currently supported by the third-party software vendor, as applicable.
The following key assumptions are identified to provide clarity to Customer on what is and is not covered as a part of the Services:ÔÇî
- It is assumed that Customer will work with LEAP Managed IT, LLC to ensure that the Covered Equipment is housed in an appropriate, physically secure environment with adequate power and cooling. Any hardware failure is not protected by this Agreement and should be covered by manufacturers’ service agreements or warranties, as applicable. LEAP Managed IT, LLC can assist Customer in securing coverage, if available.
- During the on-boarding process, if it is discovered that any Covered Equipment has significant remediation needs, LEAP Managed IT, LLC will bring these needs to Customer’s attention and, with Customer’s approval, will perform these remediation steps at LEAP Managed IT, LLC’s standard hourly rates or as a special project.
- All hardware additions and refreshes and software upgrades are not a part of this Agreement, but will be addressed on a separate project quotation and handled on a time and material basis.
- All work performed outside of LEAP Managed IT, LLC’s standard business hours will be billed at an additional charge based on LEAP Managed IT, LLC’s standard hourly rates at the time the services are provided.
- LEAP Managed IT, LLC reserves the right to turn off monitoring and alerts on any Covered Equipment if the alerts are repetitive in nature and, after appropriate Customer communication, when the Customer declines to take the necessary remedial steps recommended by LEAP Managed IT, LLC.
- The Customer understands that to assure compatibility and appropriate resources; Customer should consult with LEAP Managed IT, LLC before acquiring or changing:
- Internet Service Provider (ISP)
- Phone system
- Adding printers, scanners or multifunction devices to the network
- Upgrading or changing your line of business software
- Buying non-business class laptops, PCs, tablets, mobile devices
- Adding or subtracting users
- Office relocation or construction projects