Please read this Service Schedule in conjunction with DuoCall MSP’s Master Services Agreement and Privacy Notice which can be found on DuoCall MSP’s Website.

DuoCall MSP’s Master Services Agreement, which has been accepted by the Customer, applies to this Service Schedule.

1. DEFINITIONS AND INTERPRETATION

1.1 In this Service Schedule (Service Schedule) the following words shall have the following meanings:

2 MASTER SERVICES AGREEMENT

2.1 This Service Schedule incorporates the terms of the Master Services Agreement. For the avoidance of doubt, in the event of conflict between the Master Services Agreement and the terms of this Service Schedule, the terms of this Service Schedule shall prevail.

2.2 Expressions defined in the Master Services Agreement and used in this Service Schedule have the meaning set out in the Master Services Agreement unless otherwise defined herein. The rules of interpretation set out in the Master Services Agreement apply to this Service Schedule.

2.3 The Agreement constitutes the entire agreement between the parties in respect of its subject matter. The Customer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty DuoCall MSP has made or given, or which has been made or given on DuoCall MSP’s behalf which is not set out in the Agreement.

2.4 The Agreement shall govern the Services provided under this Service Schedule to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

3 MANAGED IT SERVICES

3.1 Refer to Appendix 1 for details of the Managed IT Services to be provided and related details.

3.2 If the Customer requests services which are not covered by an existing agreement, DuoCall MSP will issue a draft Order Form to the Customer for review and signing (as applicable). Nothing in this Service Schedule commits DuoCall MSP to providing products or services unless an applicable Order Form is accepted by DuoCall MSP pursuant to the Master Services Agreement.

4 SERVICE LEVELS

4.1 Refer to Appendix 2 for details of the Service Levels. The Service Levels under Appendix 2 will apply with effect from the Service Go-Live Date.

4.2 Support hours (for purposes of services levels): Monday to Friday 0900hrs – 1700hrs excluding UK bank holidays.

5 PRICING AND PAYMENT

5.1 Prices can be increased but not decreased during the Minimum Term or Subsequent Term (as applicable) in accordance with the Master Service Agreement. Any change is managed via change control as described in Appendix 1.

5.2 After Hours support is available for Priority 1 and Priority 2 issues only. Refer to Service Levels in section 5 of Appendix 2. If After Hours support is added, this applies for the full term of this Service Schedule. Where After Hours work is separately chargeable (outside of the monthly charge), the After Hours rate is defined on the order form.

6 TERM

6.1 As specified in the Agreement.

7 PERSONAL DATA AND DATA PROTECTION

7.1 Refer to the ‘Personal Data and Data Protection’ provisions in the Master Services Agreement.

8 LIABILITY AND INDEMNITY

8.1 The liability and indemnity provisions in the Master Services Agreement apply to this Service Schedule.

Appendix 1

MANAGED IT SERVICES

1 MANAGED IT ENVIRONMENT

1.1 In Scope (The Managed IT Environment that is In Scope for the Managed IT Services):

a. The Managed IT Services relate to the third party products and applications described in the table below in this section 1. The Managed IT Services do not include a remedy for defective or faulty equipment or components, or failure of third party services. Where applicable, DuoCall MSP can assist with escalating warranty and defective product/application issues to the relevant third party Company. The Managed IT Environment is defined in the Order Form, as approved and confirmed by DuoCall MSP on or prior to Commencement Date. Changes to the Managed IT Environment are made via change control under section 2 below or as agreed in writing between the parties.

b. DuoCall MSP at its sole discretion will determine who has administrator access rights to the IT Environment.

c. DuoCall MSP will notify the Customer when the Managed IT Services are ready for activation.

1.2 DuoCall MSP will use reasonable endeavours to assist the Customer to deal with the relevant vendor (via the Distributor where applicable) on any warranty claims in respect of the Equipment and Licensed Software and, except as otherwise provided under the Agreement, in respect of any cloud services that DuoCall MSP resells to the Customer.

1.3 DuoCall MSP reserves the right to reject any request by a Customer for to supply or transfer a Domain Name that infringes the rights of any person (including Intellectual Property Rights) or that in DuoCall MSP’s reasonable opinion, is offensive, abusive, defamatory or obscene or detrimental to DuoCall MSP (including to DuoCall MSP’s reputation) and such refusal will not constitute a breach of the Agreement by DuoCall MSP.

As part of the Services the Customer may set up the Customer’s Website(s). Domain Names are subject to availability and DuoCall MSP cannot guarantee the availability of any specific Domain Name.

1.4 Out of scope:

(a) Equipment that is not provided by DuoCall MSP;

(b) All or any part of any home networks;

(c) Personal devices;

(d) Any application on a user’s work device not approved by DuoCall MSP;

(e) Equipment which is primarily for personal use (not for business purposes);

(f) Any machine where the operating system or application is not under support or extended support from the vendor for the Customer;

(g) Customer telephony and connectivity services, unless provided by DuoCall MSP under a separate agreement;

(h) Network cabling;

(i) Network switches, routers, firewalls and WIFI access points, unless provided by DuoCall MSP under a separate agreement;

(j) Mains cabling and supply;

(k) Anything that is not specified in section 1.3 of this Appendix 1.

1.5 Subject to paragraph 3 of this Appendix 1, DuoCall MSP has no obligation in respect of defects or failure of Equipment or Licensed Software including, without limitation, that in the event of any defect or failure of Equipment, DuoCall MSP has no obligation to provide any interim hardware or replacement Equipment.

1.6 Except as provided under paragraph 3 of this Appendix 1, and in any express warranties contained in the Agreement, to the extent permitted by law, all warranties, terms and conditions (including without limitation, warranties and conditions as to fitness for purpose and merchantability) implied by legislation or otherwise, are excluded by DuoCall MSP.

2 CHANGE CONTROL

2.1 Changes to the Managed IT Environment will be controlled by email or other written communication between the parties. Where a change to the Managed IT Environment requires a change to the pricing for the Managed IT Services, that pricing change will be notified by DuoCall MSP to the Customer in writing and will be implemented upon acceptance by the Customer.

3 MANAGED IT SERVICES DETAILS

The Managed IT Services are as set out below, and is provided in relation to the Managed IT Environment except to the extent of Out of Scope factors in relation to the Managed IT Environment or the Managed IT Services, and subject to Customer meeting its obligations under this Service schedule and subject also to the Exception Factors.

 

3.1 Where Top-Level Domain Name hosting is provided to the Customer, it will be specified on the Order Form, and DuoCall MSP will:

(a) Process the Customer’s application to host domains with DuoCall MSP’s preferred Registrar;

(b) Raise support tickets with DuoCall MSP’s preferred Registrar who will maintain overall ownership, control and responsibility for the Register;

(c) Process changes with the Registrar in accordance with the Customer’s instructions to transfer or cancel the Customer’s domain name or to change Registrar;

(d) Process any changes to DNS records as per the Customer’s instructions; and

(e) Process changes to the name servers for the domain name.

3.2 DuoCall MSP uses third party products and services to provide the Managed IT Services. For some of these third party services (such as remote monitoring and management tools, ‘RMM’), an ‘agent’ is installed on the Customer’s devices and other equipment (as applicable). The Customer acknowledges and consents to the use by DuoCall MSP of such third party products and services, including the installation (where applicable) of an agent on the Customer’s devices and other equipment. Where the relevant third party supplier’s terms and conditions include terms and conditions requiring acceptance by the Customer (including for example to the installation of the agent), by accepting this Service Schedule: 1) the Customer accepts those third party terms and conditions and 2) DuoCall MSP is authorised to accept the third party terms and conditions on behalf of the Customer when DuoCall MSP procures such third party services in respect of the Managed IT Services to be provided to the Customer and/or, if applicable, when DuoCall MSP installs the agent on the Customer’s devices and other equipment (as applicable) in order to provide the Managed IT Services.

3.3 DuoCall MSP will provide the Managed IT Services to the Customer remotely. If the Customer requests the Managed IT Services be provided on-Site, DuoCall MSP reserves the right to charge the Customer any additional Charges for providing the Managed IT Services on-Site at its sole discretion, and the Customer agrees to pay such Charges in accordance with the terms of the Master Services Agreement.

3.4 Devices provided under the Managed IT Services are limited to a maximum allowance of two Devices per user.

3.5 If at any time, the Customer requests more Devices, which takes them over the allowance specified in paragraph 3.4 above, DuoCall MSP reserves the right to charge the Customer any additional Charges for providing the additional Devices at its sole discretion, and the Customer agrees to pay such Charges in accordance with the terms of the Master Services Agreement.

4 OUT OF SCOPE

4.1 The following are out of scope for the Managed IT Services.

4.2 Accordingly, where the following services are provided by DuoCall MSP, the services will be charged at DuoCall MSP’s standard hourly rates.

4.3 Out of scope:

(a) data restoration from backup;

(b) recovery work following any cyberattack;

(c) services required to investigate, diagnose and/or provide a remedy in relation to Exception Factors (refer section 6 below);

(d) procurement and set up of new equipment;

(e) projects, such as but not limited to server upgrades and new office setup or office move;

(f) Hardware maintenance and servicing

(g) Off boarding project costs

(h) Providing assistance with, and/or underwriting a Customer’s compliance status, including but not limited to in relation to the International Organization for Standardization (ISO), or Payment Card Industry compliance.

5 CUSTOMER RESPONSIBILITIES

5.1 The Customer must:

(a) maintain support contracts with all relevant third party suppliers for the duration of the Agreement;

(b) ensure there is no deliberate damage to any aspect of the Managed IT Environment;

(c) notify DuoCall MSP immediately when it becomes aware of any Incident, to prevent further issues.

(d) ensure that any procured Equipment adheres to the recommended hardware and operating system requirements as set out by any software vendor;

(e) ensure that staff are sufficiently trained on the software and/or hardware that they are using;

(f) where required to provide data to DuoCall MSP, provide Customer Data in a Format Suitable For Import and otherwise as reasonably requested by DuoCall MSP;

(g) where Company Personnel are required to work at the Customer’s premises, provide for the safety of DuoCall MSP’s personnel while on Site in accordance with all applicable health and safety legislation;

(h) undertake frequent and adequate backups of Customer Data, except and to the extent that DuoCall MSP is providing relevant backup services as part of the Managed IT Services or under another written agreement between the parties. The Customer should ensure that backups are always completed, as well as ensuring the backups are secure and checking that they can be successfully restored;

(i) make available to DuoCall MSP in a timely manner (and in accordance with any timeframes which the Customer has agreed to) all assistance (including availability of relevant personnel), permissions (including permissions from any relevant third parties), information, facilities and access to systems reasonably required by DuoCall MSP;

(j) follow DuoCall MSP’s reasonable directions as required for DuoCall MSP to provide the Managed IT Services and fulfil its obligations under the Agreement;

(k) meet all of the Customer’s obligations as specified in the Agreement;

(l) only use Managed IT Services, for lawful purposes and not for fraudulent, illegal or destructive purposes;

(m) not sell, re-sell, or otherwise provide the Managed IT Services to any third party without the prior written consent of DuoCall MSP;

(n) not allow the Managed IT Services to be affected by any virus or destructive media, or use the Managed Services in any way which is intended to be, or is, detrimental to:

i. the use of those Managed IT Services by other customers of DuoCall MSP or other users; or

ii. the systems utilised to provide the Managed IT Services

5.2 The Customer’s use of and content on the Customer’s Website must not:

a) be defamatory, obscene, offensive, hateful or abusive;

b) infringe the rights of any third party, including Intellectual Property Rights; or

c) breach any local, national or international law or regulation; or

d) breach any legal duty owed to a third party, such as a contractual duty or a duty of confidence.

5.3 If DuoCall MSP receives a complaint about the Customer’s Website arising out of or in connection with the Customer’s breach of the Agreement, DuoCall MSP may either issue the Customer with a written warning asking it to immediately remedy the breach, or suspend the Customer’s Website immediately without notifying the Customer beforehand. On request by DuoCall MSP, the Customer must promptly settle the matter by either agreeing with the complainant that the material can remain, be altered or removed permanently. However, if DuoCall MSP believes that the material on the Customer’s Website is sufficiently harmful, unlawful or offensive, is illegal or DuoCall MSP receives further complaints about the Customer’s Website after DuoCall MSP has already issued the Customer with a warning, DuoCall MSP reserves the right to terminate the Agreement without further notice to the Customer. In such circumstances, DuoCall MSP will be under no obligation to provide the Customer with any refund.

5.3 With effect from the Commencement Date, the Customer shall provide the Customer Data to DuoCall MSP as requested by DuoCall MSP.

5.4 The Customer shall remain responsible for the use of the Managed IT Services under its control, including any use by third parties (whether fraudulent or invited by the Customer).

5.5 The Customer must carry out all Customer responsibilities and obligations set out in the Agreement in a timely and efficient manner. In the event of any delays in the Customer’s provision of such assistance as agreed by the parties or performance of the Customer’s responsibilities and obligations, DuoCall MSP may adjust any timetable or delivery schedule set out in the Agreement as reasonably necessary.

5.6 The Customer warrants and represents that:

(a) it has the authority to grant any rights to be granted by the Customer to DuoCall MSP under the Agreement, and for the same to be used in the provision of the Services and otherwise in connection with the Agreement;

(b) it owns or has obtained valid licences, consents, permissions and rights to use and where necessary to license to the Supplier, any materials reasonably necessary for the fulfilment of all the Customer’s obligations under this agreement, including any third-party licences and consents in respect of any Customer Software;

(c) any Customer Data and Customer Software does not and shall not infringe the Intellectual Property Rights of any third party if used in accordance with this Agreement; and

(d) it has in place appropriate virus protection and information security measures to protect its own systems and the data in its possession and control.

6 EXCEPTION FACTORS

6.1 DuoCall MSP has no obligation to address or remedy an Incident where the Incident has arisen due to any of the following Exception Factors:

(a) issues resulting from the Customer’s use of infrastructure (including IaaS/PaaS), networks, devices, internet connections, software or services where the relevant infrastructure, network, device, software or service is not included in the Managed IT Environment;

(b) the failure or poor performance of the Customer’s power source and/or power supply;

(c) any additions, changes or modifications made to the Customer’s operating system, environment or equipment except where made or approved by DuoCall MSP;

(d) the Customer not acting on a recommendation from DuoCall MSP (given in writing) that additions, changes or updates to the Managed IT Environment are required;

(e) changes made by a third party provider of software, services or equipment;

(f) any third party act, omission or circumstance including without limitation any cyberattack (and including any cyberattack on the systems or services used by DuoCall MSP to provide the Managed IT Services) which results in unavailability of all or any part of the Managed IT Environment, whether malicious or not (other than where the third party is a subcontractor engaged by DuoCall MSP) or any unauthorised access to the Managed IT Environment;

(g) wilful damage by any person including without limitation any current or former member of the Customer’s staff (employees and/or contractors);

(h) any situation, event, outage, defect or other factor (except where DuoCall MSP has directly caused that situation, event, outage, defect, or other factor), which impacts the availability or proper functioning of any component of the Managed IT Environment or the Customer’s access to Data, where the impact of that situation, event, outage, defect or other factor is experienced not only by the Customer but also by other businesses and users, including without limitation a Windows update issue, antivirus update issues or system outage by upstream providers;

(i) any support ticket raised that is due to a lack of user training on software, device hardware or operating systems;

(j) a Force Majeure Event.

6.2 DuoCall MSP may, at its sole discretion, agree to provide assistance with resolving Incidents that have arisen due to an Exception Factor and if and when it does so:

(a) the work will not be undertaken under this Service Schedule but under as a separate engagement under the Master Services Agreement and additional charges will apply; and

(b) DuoCall MSP accepts no responsibility for resolving the issue and the Service Levels in section 5 of Appendix 2 do not apply.

 

APPENDIX 2

SUPPORT & SERVICE LEVELS

1 SERVICE REQUESTS

Making Service Requests: The Customer may make service requests in respect of any Incident as follows:

Support is provided by telephone or email on standard Working Days, Monday – Friday 0900-1700hrs, excluding bank holidays. Faults reported before 9am are treated as received at 9am, and faults reported after 5pm are treated as received at 9am the next working day.

2 THIRD PARTY INVOLVEMENT

The Customer acknowledges that DuoCall MSP may need to work with third parties for resolution of an Incident and the Customer agrees to DuoCall MSP doing so, subject to the position on additional charges in section 3 below.

Customer’s support agreements with other vendors: The Customer is required to maintain current support agreements with all relevant third parties. Where required to resolve an Incident, DuoCall MSP will liaise with the Customer and either work with or hand over the Incident to the relevant third party. On handover, the timing in the Service Levels ceases to apply.

3 ADDITIONAL CHARGES

Requests for Assistance: the pricing for the Managed IT Services is defined in the Order Form and includes support for Incidents. It does not include support services for Requests for Assistance and additional charges may apply for services provided in relation to Requests for Assistance. DuoCall MSP will provide an estimate for services provided in relation to Requests for Assistance for approval by the Customer prior to proceeding.

Third party vendors or third party products/services: where DuoCall MSP needs to involve the services of a third party vendor or to purchase a third party product or service for resolution of an Incident, an additional charge may apply. DuoCall MSP will provide an estimate of these additional costs for approval by the Customer before incurring the cost, provided that the Customer will not unreasonably withhold approval.

4 EXCLUSIONS

The support available under this Appendix does not include services for any issues in respect of Exception Factors, including any issues that in DuoCall MSP’s reasonable opinion are due to an Exception Factor.

DuoCall MSP may, at its sole discretion, agree to provide assistance with resolving issues of the type described in this section 4 and if and when it does so, DuoCall MSP accepts no responsibility for resolving the issue and the Service Levels in section 5 below do not apply. DuoCall MSP may charge the Customer its standard rates for professional services for undertaking any work of the type described in this section 4 regardless of whether or not the issue is resolved by that work.

5 SERVICE LEVELS (SLAS)

DuoCall MSP shall use all reasonable commercial efforts to meet the response times and target remedy times set out below. The response times and target remedy times are within Working Hours only, unless expressly agreed otherwise by DuoCall MSP in writing. Timing ends on escalation to third party support.

If the Customer has After Hours cover:

• DuoCall MSP provides After Hours service for Priority 1 (P1) and Priority 2 (P2) issues only (the response times and target remedy times apply After Hours for P1 and P2 only);
• if the Customer assigns Priority 1 or Priority 2 to an Incident and it is not a P1 or P2, DuoCall MSP may charge for the work required to investigate and diagnose the Incident at its After Hours’ rates.
• if a Customer that has After Hours cover requests DuoCall MSP to provide services After Hours for any Incident that is not P1 or P2, and DuoCall MSP agrees to provide the required services, the work will be charged at DuoCall MSP’s After Hours’ rates.

6 SERVICE LEVELS

Where any of the Exception Factors apply (see section 6 of Appendix 1), the Service Levels do not apply.