*For same day services on priority 3 and 4 tickets must be entered before 4pm.

**Clients may request a specific technician, however KH IT SERVICES LLC will at its discretion assign a technician to address a service ticket or project work.

***KH IT SERVICES LLC reserves the right to allow KH IT SERVICES LLC's NOC (Network Operations Center) to address all tickets initially.  If the NOC cannot resolve a ticket, it will be escalated to an KH IT SERVICES LLC Tier 3 or Tier 4 technician. If a ticket is escalated to KH IT SERVICES LLC from the NOC, KH IT SERVICES LLC may, in its sole discretion, determine that an onsite visit is necessary.

****Weekend support requiring on-site will incur an additional charge at the rate of $360 per hour.  Client agrees that weather, traffic conditions or Force Majeure outside the control of KH IT SERVICES LLC may extend or prevent remote or onsite response.

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Managed Services Requirements

1. End users should not HAVE GLOBAL OR DOMAIN ADMIN PRIVLIDGES.

2. Devices, Servers, and network equipment including routers, switches, backup devices and media must be less than 5 years old or turning 5 years old in the first 11 months of the agreement.  Servers must be replaced by clients upon reaching the age of 5 years.  Replacement installation costs are billed outside the monthly service amount at KH IT SERVICES LLC’s then hourly rate.  Servers must be covered by an active hardware warranty. KH IT SERVICES LLC will coordinate warranty diagnostics, repairs and return to service.

3. Devices (laptops/desktops/Macs) more than 5 years in age that fail will need to be replaced by the client with a new machine or one that is less than 5 years in age. Work to restore or replace equipment older than 5 years will be billed as an additional charge.

4. All Servers, Desktop Devices and Notebooks/Laptops with Microsoft Windows or Apple operating systems must be running an operating system supported by Microsoft or Apple with support expected to continue 12 months or more with the latest service packs and critical updates installed. As Microsoft or Apple stops supporting an operating system Client must update their operating system or remove it from any access to the network. 

5. Clients will maintain service/support contracts for hardware such as routers, firewalls and switches and specialty software applications.

6. If a client has software particular to its business which is installed on its network, the client is responsible for obtaining installation, training, and continuing technical support from the software provider. KH IT SERVICES LLC technicians are able to assist with network installation.

7. This Agreement covers users and their associated computers and other devices as detailed in the appendix. Clients shall provide a desktop and laptop which are less than 5 years old in good functioning condition to serve as a hot spare. A hot spare will not be counted as an operating computer for purposes of this Agreement.

8. For each new user added during the term of this agreement beyond computer/users the monthly Managed Service fee will increase by $175/160 per month.

   1. Each new device will add $40/35 per month.

   2. Each new Microsoft license adds $27 per month.

   3. Nonprofit will have a cost for $6 per Microsoft license over the initial free 10.

9. All server and desktop software must be genuine, licensed and vendor supported.

10. The network must have a currently licensed, vendor-supported server-based backup solution that can be monitored and send notifications on job failures and successes.

11. The network must have a currently licensed, vendor-supported hardware firewall between the internal network and the Internet.

12. All wireless data traffic in the environment must be securely encrypted.

13. There must be an outside static IP address assigned to a site

At the time of initiating service for Client, KH IT SERVICES LLC will evaluate Client’s network and determine whether all Managed Services Requirements are in place and if not in place will install the required services.  Charges for bringing the network into compliance with the requirements will be billed as incurred as additional services. $2500 of included funds for initial assessment for new clients is applied to remediation.

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Agreement

Client and KH IT SERVICES LLC agree to the following:

• KH IT SERVICES LLC will provide the Managed Services listed on the Managed Services Offerings.  The term of this Agreement is 24 months beginning January 1, 2024.  This Agreement will automatically renew for successive 24-month terms unless at least 30 days prior to the expiration of each such term, either party notifies the other party in writing of non-renewal. KH IT SERVICES LLC or Client may terminate this contract at any time, after an initial 24-month period with at least 30 days prior written notice. The service to be provided to Client is for the network located at the address set forth in the attached Description of Network Equipment Supported for the equipment described therein.

• Client agrees to all requirements in the preceding pages of this document. 

• Client will pay KH IT SERVICES LLC monthly on or before the 1st day of each month the amount of the monthly managed services bill. Parking expenses will be billed for on-site visits; KH IT SERVICES LLC does not have a site visit charge.  Clients will execute the ACH form in QuickBooks for monthly drafting of their account for the monthly managed service.  If the client is in a jurisdiction which charges sales tax on services, the stated price does not include tax.

• KH IT SERVICES LLC’s hourly rate for additional services for onsite is $180/145 and remote $180/145, weekdays 8-5; 5:01 pm to 8:59 am weekdays, anytime weekends and holidays for on-site is $ 360/145 and remote $360/145.

• This Agreement covers only the client’s locations as referenced in the addendum and its IT assets, services, service hours, and covered days defined within this Agreement.

• The addition of locations, IT assets, services, service hours, and covered days not set out in this Agreement will require billing as additional services or a project or result in an adjustment to the Client’s monthly charges.  For example, clients moving to a new location or adding additional users requiring additional routers and networks are Projects.  All services requested by clients which are not included in the coverages set out in this Agreement are   billed as “Additional Services” or a “Project” and will be quoted and billed as Separate Charges at KH IT SERVICES LLC’s then hourly rate plus expenses.  Expenses may include but are not limited to travel, parking, and tolls.

• The cost of any equipment necessary to perform the additional services or project will be paid by the Client before installation. The estimated charges for projects and additional services will be paid in full prior to the commencement of the Project. Client agrees to make payment in full for additional services not in the initial estimated charges plus expenses upon completion. 

• KH IT SERVICES LLC will begin and maintain network documentation: on-going documentation of hardware, software, network settings, IP addresses, firewall settings and related network information.

• KH IT SERVICES LLC will make available to Client discounted pricing on servers, laptops, desktops, and network equipment.

Clients will comply with the Policies and Responsibilities and the Managed Services Requirements.

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Recurring ACH Payment Authorization

Required: Through Intuit QuickBooks Online and no other ACH.  Invoices are e-mailed to clients within 1 business day and are due on receipt. If payment is received later than 7 business days from receipt of invoice there will be an administrative fee of $55 and 18% APR interest charge starting on the first day after the grace period of 7 business days.  Interest applied until payment is made in full.

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Service Level Agreement Terms and Conditions​

1. Client and KH IT SERVICES LLC both agree that they will not solicit for hire, and it will not hire or otherwise engage any of each other’s employees or contractors, either directly or indirectly during any period services are provided under this agreement or in the 24-month period immediately following termination of this agreement.

2. Force Majeure: Neither party shall be liable for any failure of or delay in performance of its obligations under this Agreement to the extent such failure or delay is due to circumstances beyond control, without limitation, acts of God, acts of a public enemy, pandemics, fires, floods, wars, civil disturbances, sabotage, accidents, insurrections, terrorism, blockades, embargoes, storms, explosions, labor disputes (whether or not the employees' demands are reasonable and within the party's power to satisfy), acts of any governmental body, failure or delay of third parties or governmental bodies from whom approvals, authorizations, licenses, franchises or permits must be obtained, or inability to obtain labor, materials, equipment, or transportation or illness of KH IT SERVICES LLC’s technical staff (collectively referred to herein as "Force Majeure").  Each party shall use reasonable efforts to minimize the duration and consequences of any failure of or delay in performance resulting from a Force Majeure event.

3. If the Client work is substantially changed due to a Force Majeure, KH IT SERVICES LLC will evaluate the need for change to IT services to Client and related change of managed service fees.  Recognizing there are ongoing expenses to KH IT SERVICES LLC of maintaining backups, remote monitoring, other vendor support software/licensing and availability of technicians to service on going needs, KH IT SERVICES LLC will review with Client the need for change of fees if any.

4. KH IT SERVICES LLC shall not be liable to Client or any of its affiliates for any damages, whether incidental, direct, indirect, special, consequential, or punitive damages arising out of service or equipment provided but not limited to loss of profits or revenue, loss of use of equipment, lost data, or loss to person or property, costs of substitute equipment or other costs. If a collection action is initiated by either party or if KH IT SERVICES LLC must defend any action by Client, KH IT SERVICES LLC is entitled to its reasonable attorney fees and expenses to be paid by Client. 

5. Implied Warranties are expressly denied by KH IT SERVICES LLC.  A KH IT SERVICES LLC contractor is a technician or contractor who operates on behalf of KH IT SERVICES LLC, is paid by KH IT SERVICES LLC and has access to KH IT SERVICES LLC’s service ticket management system for making time entries and charges for their work.  KH IT SERVICES LLC is not responsible for the acts of other technicians, contractors or consultants providing service to Client not under its control and direction.  If Client purchases equipment from KH IT SERVICES LLC, it understands and agrees that it will look to the manufacturer for all remedies and warranties and agrees that KH IT SERVICES LLC is not responsible for functioning of the equipment and has not made any express or implied warranties.  KH IT SERVICES LLC shall not be liable for any claim or demand against the Client by any third party on account of errors or omissions performed hereunder.

6. Remote access to personal computers and/or networks.  If or when Client transitions to home or alternative networks, KH IT SERVICES LLC will make best effort to make connections and serviceability.  However, home or alternative networks may not have adequate internet connectivity and equipment to effectively work.  KH IT SERVICES LLC is not responsible for inadequacies in those home or alternative networks or to secure those connections. Home equipment will not be as secure and may not have KH IT SERVICES LLC’s software and security features.  KH IT SERVICES LLC is not responsible for the security of the home or alternative networks.  Work on a home or alternative network unless otherwise included is outside the scope of this Agreement and KH IT SERVICES LLC may charge the hourly rate for work on home or alternative networks.  KH IT SERVICES LLC will charge for additional software installed at home or alternative networks as needed. 

7. In the event of a Force Majeure KH IT SERVICES LLC is not required to have technicians work during periods or at places where their safety or health could be in jeopardy and in any event will not require technicians to go on site.   

8. Client agrees to carry liability insurance and property insurance covering any damage to its network as well as to any clients of the Client adversely affected by Client’s network functioning or transmissions from its network.  We may offer client this coverage.

9. KH IT SERVICES LLC may apply changes or additional terms, conditions, and provisions to this Agreement upon 30 days advance written notice to client containing the proposed addition or change.  If the additions or changes are not objected to then they shall take effect at the end of the 30 days.  Within the 30 days Client may submit changes or objections to the proposed changes or additional terms.  All the terms, conditions and provisions of this Agreement will continue to apply during any renewal term. 

10.  Failure to pay: If payment is not received by the first of the month for that month of service KH IT SERVICES LLC reserves the right to put a hold on rendering on-site and remote services until monthly fee has been paid, provided KH IT SERVICES LLC gives a five (5) business day notice of late payment.

11. It is understood that any Federal, State or Local Taxes applicable shall be added to each invoice for services or materials provided by KH IT SERVICES LLC. Client shall pay any such taxes unless a valid exemption certificate is furnished to KH IT SERVICES LLC for the jurisdiction of use.

12. If Client fails to make payment for any services or items purchased, and such failure continues for five days, $55 and interest shall accrue on any amount due at the rate of 6% per day until paid.  In the event collection processes are instituted to collect any amounts due from Client, Client shall pay the costs of collection plus reasonable attorney fees. 

13. This Agreement is fully assignable by KH IT SERVICES LLC.  Immediately upon assignment the assignee’s name, address and contact information shall be provided to the other party. This Agreement shall be fully binding and enforceable as against all permitted assignees and successors in interest. 

14. Termination by Client: Client may terminate this Agreement with or without cause after the first 12 months of the Agreement have passed payment of a Termination Fee equal to the amount of two months Managed Services fee agreed to in this Agreement. Payment of all past and currently due amounts together with late fees and offboarding costs.  KH IT SERVICES LLC shall be given a reasonable opportunity to correct any problems.  Any such election shall be made in writing by Notice of Termination and is to be accompanied by the Termination Fee and all other amounts due. 

    1. Upon giving notice to Client of default and the default is not cured within ten (10) business days of receipt of written notice from KH IT SERVICES LLC or for failure of Client to pay for service or products at the time of ordering or within 30 days of billing. Failure of KH IT SERVICES LLC to require payment at the time provided shall not be construed as a waiver of the right to do so.

    2. Any of the following which remains undismissed for a period of sixty (60) days: If Client files protection under the federal bankruptcy laws, or any bankruptcy petition or petition for receiver is commenced by a third party against Client.

    3. Failure of Client to comply with its obligations in this Agreement after written notice by KH IT SERVICES LLC of the non-compliance and failure to correct the problem  or acknowledge the problem and commitment to take corrective action in the future will result in termination.

    4. Backups in the event of default or early termination or in the event the parties do not renew at the end of the term of this Agreement:  Client shall be responsible for transferring backups to a system administered by Client or others on its behalf and for paying any costs of transferring and/or setting up backups off of the system maintained by KH IT SERVICES LLC.  If Client does not provide for any transfer of backups, they shall be terminated within 30 days of the Notice of Termination or Notice of Default. Client assumes all responsibility for its backups and KH IT SERVICES LLC has no responsibility to retain backups. In the event prior to the end of the 30 days, client places its own backups on site or obtains its own cloud backups then it shall notify KH IT SERVICES LLC so its backups can be terminated.

    5. In the event of default or termination under any circumstances Client agrees it will provide access to KH IT SERVICES LLC technicians to remove antivirus licenses and monitoring tools and all other software.  The consequence of and failure to provide this access shall be that Client shall continue to be responsible for 50% of the amount of the monthly Managed Services payment until access is allowed and the licenses and tools removed.  Spam filtering will be terminated upon default or termination.  Client understands that it is entirely responsible to redirect all of Client’s MX records away from the spam filter system and redirect email to its server or it must provide KH IT SERVICES LLC access to its network information and equipment to take those steps.  Upon termination of spam filtering services email will bounce if Client has not taken these steps or requested and allowed KH IT SERVICES LLC to take those measures.  Client understands the above and accepts this responsibility and the consequences if it fails to cooperate or act; Client acknowledges that upon termination of the spam filtering if these steps are not allowed or taken email will not be available and there is no recourse whatsoever to KH IT SERVICES LLC. 

    6. In the event of termination by either party, Client is responsible for the full amount of all payments for services provided and products ordered.

    7. If either party terminates the relationship of managed service provider and client or if Client defaults, then the parties agree to work cooperatively to transfer the client’s data and network information as directed by the client to another service provider or to the client.  The client will pay the cost of transfer which will include   hourly charges for technicians to accomplish the transfer and any services maintained by KH IT SERVICES LLC containing Client data.  Client must designate a vendor  to handle its email, backups and any other services provided by KH IT SERVICES LLC.  Client must establish an account for transfer of the backups and any other services within 30 days of notice of termination or default, or within 30 days of termination of this SLA.  KH IT SERVICES LLC has no responsibility for backups, email or other services beyond 30 days following termination or default under this Agreement.

    8. In the event of termination of services for any reason by either party, upon written request by Client KH IT SERVICES LLC will provide up to 60 days support to allow Client to make a transition provided Client pays all amounts then due and pays the fee for the additional 60 days in advance. 

15. Dispute Resolution: All claims and disputes arising under or relating to this Agreement are to be settled by binding arbitration unless they are of an amount which can be handled within the small claims court of the jurisdiction of the KH IT SERVICES LLC.  The parties agree they waive the right to bring a lawsuit based on such claims or disputes other than in small claims court.  Before commencing any arbitration proceedings, the aggrieved party must first present the claim or dispute in writing to the other party.  The parties shall have 30 days to resolve the claim or dispute. 

16. This Agreement and any amendments and its validity, construction and performance shall be governed by the laws of Travis County.  Exclusive jurisdiction and venue for all matters relating to this Agreement shall be in the county and state of the KH IT SERVICES LLC, and the parties agree and consent to such jurisdiction and venue.

17. This Agreement does not create any rights in any third parties.

18. Client shall not modify, create any derivative work of, or incorporate any other software into the computer software programs or any portion thereof except for allowing automatic updates to commence or confirming the installation of an automatically scheduled update or fully supported software for which client has purchased technical support and has scheduled such installation with KH IT SERVICES LLC.  Apps must be installed by a KH IT SERVICES LLC technician or software technical support with a KH IT SERVICES LLC technician assisting. KH IT SERVICES LLC shall not be responsible for maintenance of or for repair of errors or malfunctions occasioned by any installation, modification or enhancement to the Apps made by Client or by anyone other than KH IT SERVICES LLC.  Corrections of unauthorized modifications shall be at the rate of $180/360/145 per hour and may be grounds for immediate termination by KH IT SERVICES LLC of this Managed Services Agreement.  Client agrees to prohibit others using its principals, officers, and employees from installing hardware, working on the technical aspects of the operating systems on the Servers and Devices or to give anyone Domain Administrator access. Only KH IT SERVICES LLC will make administrative or technical changes to the servers.  Any third party brought in represents a breach of this agreement and will refer to Termination under the agreement.