MITS - Service Level Agreement

Please find below the basic Service Level Agreement (SLA) offered by MITS to business customers. If you are after a different SLA please contact us.

COMPUTER SERVICES AGREEMENT

THIS COMPUTER SERVICES AGREEMENT (this "Agreement") is made and entered into this ____ day of _________________, 20____, by and between MICHAEL'S INFORMATION TECHNOLOGY SERVICES (MITS), in NEW SOUTH WALES (NSW), AUSTRALIA with its principal place of business in ________, NSW ("MITS"), and [CLIENT NAME], a [STATE/ENTITY TYPE (IF NECESSARY)] with its principal place of business in {TOWN/CITY}, {STATE} ("Client"). MITS and Client are sometimes referred to jointly as the “parties” and each, individually, is a “party”.

BACKGROUND

MITS has expertise in the field of computer services and is in the business of rendering services with respect to computer and systems support and maintenance.

OPERATIVE TERMS

1. Scope of Services. During the Term (as defined below), MITS will provide the services identified in the attached Schedule A (collectively, the “Services”).

2. Duties of MITS. Throughout the Term, MITS will use commercially reasonable efforts to perform the Services. MITS will furnish all supervision and labor necessary for the completion of the Services. The duties to be performed by MITS may be performed by employees or independent contractors of MITS located either on or off of Client's premises, and may be performed by means of remote administration software. MITS will prioritize work orders in its sole discretion.

3. Duties of Client. Client will be responsible for the payment for all equipment, materials, supplies and all other things necessary for the completion of the Services. Client will provide MITS with access to all equipment and areas necessary for the performance of the Services. Client will designate a person who will be responsible for making, and authorized to make on behalf of Client, all decisions and for giving all approvals that MITS may need from Client. Client will provide MITS with all information, data, access and support reasonably required for the performance of the Services under this Agreement. Client further agrees that it will: (a) engage MITS for the Services covering a minimum of three (3) systems; (b) use only legal and properly licensed or owned software with respect to any and all computers and systems covered by the Services; and (c) purchase any and all new equipment and software covered by the Services through MITS or, in the alternative, obtain the prior, written approval of MITS for any and all purchases of equipment and/or software covered by the Services not purchased through MITS. Client shall pay an additional fee for the service of such equipment and/or software as outlined in the attached Schedule B. Fees and rates for the Services relating to any equipment or software for which Client does not obtain the prior, written approval of MITS will be determined by MITS, in its sole discretion. Client will be exclusively responsible for compliance with all federal and state data security laws and regulations.

4. Term. The initial term of Client's engagement of MITS hereunder (the "Term") will commence upon payment to MITS by Client of the nonrefundable Initial Administrative Fee and two (2) months (“first and last”) Service Fee payments, as detailed in Schedule B hereto, and will continue until terminated pursuant to the terms of Section 7 below.

5. Compensation. Client will pay fees (collectively, the “Fees") as compensation to MITS for the Services performed as itemized in the attached Schedule B. Client will remit all Fees to MITS via electronic (or “e-“) payment to the bank account designated by MITS in the attached Schedule B. All payments to MITS for the Services in any month are due on the first calendar day of that month. Any amount not paid by Client to MITS when due will be subject to a late fee of $_______ per week. In addition to and not in lieu of all other remedies available to MITS, if Client fails to make any payment under this Section 5 when due, MITS may cease providing the Services, without notice, until the amount due and payable is fully paid. Such cessation of the Services will not constitute a default by MITS under this Agreement and will not entitle Client to any damages or adjustment under this Agreement. In addition, any continuation of the provision of the Services by MITS, notwithstanding Client's failure to make any payment pursuant to this Agreement, will not be construed as a waiver of MITS's right to suspend the Services, seek payment or pursue any other right or remedy under the Agreement, including but not limited to the right to terminate this Agreement.

6. Cooperation. Throughout the Term, Client will use its commercially reasonable efforts to cooperate with and assist MITS in the performance of MITS's duties hereunder to such extent as MITS may reasonably require. Such cooperation will include, but will not be limited to, providing relevant and necessary data, files, information, equipment, hardware, testing and timely approvals and workspace reasonably satisfactory to MITS for provision of the Services pursuant to this Agreement.

7. Termination of the Term; Suspension of Services. The Term may be terminated prior to its normal expiration as follows:

(a) MITS will have the right to terminate this Agreement immediately upon delivery to Client of written notice thereof. In such circumstance, MITS will refund to Client the prorated payment representing the remaining portion of the Fees applicable to the month in which notice is delivered.

(b) Client will have the right to terminate this Agreement upon delivery to MITS of fourteen (14) calendar days advance written notice to MITS thereof. Client will not be entitled to a refund of payments made in such a circumstance.

8. Indemnification. Client will defend, indemnify and hold harmless MITS, and its employees and agents, from and against losses to the extent arising out of or resulting from the following:

(a) death, personal injury or property damage resulting, in whole or in part, from the intentional, reckless or negligent acts or omissions of Client or its employees, subcontractors or suppliers;

(b) fines, penalties or other costs resulting from the violation by Client or its employees, subcontractors or suppliers of any applicable law;

(c) claims of infringement of any patent or any other intellectual property right in connection with the Services; or

(d) the unauthorized disclosure, use or infringement by Client of any information or data not owned or licensed by Client. MITS will promptly notify Client of any such claim(s), if any, and will cooperate with Client and its agents, at Client’s expense, in the defense of such claims(s). Client’s obligation to indemnify MITS will survive the expiration or termination of this Agreement.

9. Disclaimer of Warranties. EXCEPT AS OTHERWISE EXPRESSLY AGREED TO IN WRITING BY MITS, MITS DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES WHATSOEVER, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO ANY GOODS OR SERVICES DELIVERED HEREUNDER.

10. LIMITATION OF LIABILITY. In no event will MITS have any liability to Client hereunder for incidental, consequential, or punitive damages. Without limiting the generality of the foregoing, MITS will have no liability to Client for any damage which Client may suffer as the result of:

(a) any defect or malfunction of computer hardware;

(b) any loss or corruption of data, system, or document;

(c) downtime or losses incurred as a result thereof; or

(d) damage of any nature, including but not limited to acts committed maliciously, to systems or software covered under this Agreement. Notwithstanding anything in this Agreement to the contrary, MITS’s entire liability for any loss which may arise hereunder, for any cause whatsoever, and regardless of the form of action, whether in contract or in tort, including negligence or otherwise, will be limited to money damages in an amount equal to the lesser of (x) actual direct damages, or (y) the total price actually paid by Client to MITS for the Services at the time the loss arose. MITS will not be liable for any loss or prospective loss of business, business opportunity, profits, savings, information, use or other commercial or economic loss, even if MITS has been advised of the possibility thereof.

11. Notices. Any and all notices necessary or desirable to be served hereunder will be in writing and will be either (a) delivered via facsimile or electronic transmission to the addressee as either party may designate for itself from time to time in writing, or (b) personally delivered or sent by private courier or Australia Post certified mail, return receipt requested, postage or courier fees prepaid, addressed as follows: If to MITS

Please mark all correspondance: Attention: Michael Findlay

If to Client:

Attention:

or to such other address or addresses as either party may designate for itself from time to time in a written notice served upon the other party in accordance with this Section. Notices delivered via facsimile or electronic transmission will be effective immediately upon receipt of transmission confirmation to the addressee's facsimile number. Any notice sent by private courier or certified mail in accordance with this Section will be deemed delivered on the second (2nd) business day next following the date when such notice was delivered to the private courier service or deposited in the Australia Post mails, as the case may be, or when actually delivered, whichever is earlier.

12. Severability. The invalidity or unenforceability of any provision of this Agreement will in no way affect the validity or enforceability of any other provision hereof, and any such provision which is adjudicated to be invalid or unenforceable will be severed from this Agreement; provided, however, that such severance is to apply only with respect to the operation of such provision in the particular jurisdiction in which such adjudication is made.

13. Waiver. Failure to insist upon strict compliance with any of the terms, covenants or conditions of this Agreement will not be deemed a waiver of such term, covenant or condition, nor will any waiver or relinquishment of any right or remedy hereunder at any one or more times be deemed a waiver or relinquishment of such right or remedy at any other time or times.

14. Binding Effect of Agreement. This Agreement will inure to the benefit of and be binding upon MITS and its successors, successors‑in‑interest and assigns. The rights and obligations of Client hereunder are personal to it and are not subject to voluntary or involuntary alienation, delegation, transfer or assignment by Client.

15. Force Majeure. MITS will not be liable to Client for any failure of performance or delay in performance that results from causes beyond MITS's reasonable control, including without limitation riots, war, terrorism, Acts of God, strikes, power outages, inability to obtain labor or materials, acts or omissions of Client or of third parties, or other causes beyond MITS's reasonable control.

16. Schedules. Any and all schedules or Schedules attached to this Agreement will be incorporated and made a part of this Agreement by this reference.

17. Relationship. MITS and Client acknowledge and agree that the relationship between them created by this Agreement is that of independent contractors, and not of servant and master, or of employee and employer, or joint venturers, or partners.

18. Entire Agreement; Modification. This Agreement contains the entire agreement between the parties hereto with respect to the subject matter hereof, and all prior negotiations, understandings and agreements are merged. This Agreement may not be modified or rescinded except pursuant to a written instrument signed by the party against whom enforcement is sought.

19. Governing Law; Jurisdiction. This Agreement will be governed by and construed in accordance with the laws of Maryland, without regard to conflicts of law principles.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the day and year first above written.
MITS

By: ____________________
Name:
Title:


CLIENT

By: ____________________
Name:
Title:

SCHEDULE A

SERVICES



MITS will provide preventative maintenance and general support services for Client’s computers and systems, as detailed below*:

A. Computer and Technology Support for Client Systems

(i)
(ii)
(iii)

B. Equipment and Software

As determined by MITS, including antivirus, antimalware and preventative maintenance.

Replacement hardware, including hard drives and video cards, which may require replacement due to normal usage.

*This Agreement does not include data backup services or software.


The parties hereto have executed this Schedule of Services as of the _____ day of ___________________, 20____.

MITS:____________________________CLIENT:___________________________

Michael's IT Services:______________________________________

By:________________________________ By:__________________________________
Title:___________________________      Title:_____________________________

SCHEDULE B

FEES

Rates and terms are as specified below.

MITS reserves the right to change Fee levels at any time.

Item:_________________________ Rate:_______________________ Number/Description:____________________

Initial Administrative Fee: $50/system
Computer System: $50/month
Major Accessory: $10/item (e.g. router, switch, printer)
Software/Equipment (not covered under Agreement)

*New equipment added in the middle of a monthly term will be subject to a prorated fee for that month.

Total Monthly Service Fee: $__________

Initial Payment (First/Last Month): $__________



MITS Designated Bank Account

Institution Name:

BSB Number:

Account Number:


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