Service Coverage

Remote Help Desk and Vendor Management of Client’s Technology Network will be provided to the Client by J. COLIN COMPUTING SYSTEMS, INC. DBA J – I.T. OUTSOURCE through remote (controlled virtual access) means between the hours of 8:00 am – 5:00 pm Monday through Friday, excluding public holidays. Network Monitoring Services will be provided 24/7/365. All services qualifying under these conditions, as well as Services that fall outside this scope will fall under the provisions of signed Appendices.

    1. Support and Escalation J. COLIN COMPUTING SYSTEMS, INC. DBA J – I.T. OUTSOURCE will respond to Client’s Service Tickets under the provisions of Signed appendices, and with best effort after hours or on holidays. Service Tickets must be opened via:
        1. Phone Call to the Main Office (Both During and After Office Hours, contact: 559-485-4335)
        2. Via Client Portal (Clicking the Taskbar Icon Placed on Each Supported Computer)
        3. By E-Mail (Sending an email to: [email protected] from any internet connected device.)

      Each service request will be assigned a Service Ticket number for tracking, which will serve as an ongoing repository of service requests either created by the Client or by J. COLIN COMPUTING SYSTEMS, INC. DBA J – I.T. OUTSOURCE as a part of ongoing network monitoring.  In the event where a service request and an J. COLIN COMPUTING SYSTEMS, INC. DBA J – I.T. OUTSOURCE resource is available, the Client may engage with J. COLIN COMPUTING SYSTEMS, INC. DBA J – I.T. OUTSOURCE’s Chat Assist dialogue tool through their Client Portal.  As the J. COLIN COMPUTING SYSTEMS, INC. DBA J – I.T. OUTSOURCE resource may find necessary, a service ticket may be created to track or otherwise follow up with a Client-disclosed issue in accordance with the Service Level Agreement (SLA) timeframes and expectations.

      All tickets submitted will receive three contact attempts by a J. COLIN COMPUTING SYSTEMS, INC. DBA J – I.T. OUTSOURCE representative to the ticket contact, to gain clarity on the details of the request or to gain permission to begin working on the issue. If no response is given to these contact attempts, the ticket will be closed and marked “NO END USER CONTACT | Attempted Outreach – No Call Back” and the ticket will not count toward overall SLA numbers.

    2. Service outside Normal Working Hours Emergency services performed outside of the hours of 8:00 am – 5:00 pm Monday through Friday, excluding public holidays, shall be subject to provisions of Signed appendices.

 

    1. Actual Liability Limitations In no event shall J. COLIN COMPUTING SYSTEMS, INC. DBA J – I.T. OUTSOURCE be held liable for indirect, special, incidental or consequential damages arising under this contract, including but not limited to loss of profits or revenue, loss of use of equipment, lost data, costs of substitute equipment, or other costs.  J. COLIN COMPUTING SYSTEMS, INC. DBA J – I.T. OUTSOURCE or its suppliers shall not be liable for any indirect, incidental, consequential, punitive, economic or property damages whatsoever (including any damages for loss of business profits, business interruption, loss of data or other pecuniary loss) arising out of this Agreement.

 

  1. Service Operations Disclaimer Client grants J. COLIN COMPUTING SYSTEMS, INC. DBA J – I.T. OUTSOURCE authorization to view any data within the regular routine of the repair or system improvement.  Client also authorizes J. COLIN COMPUTING SYSTEMS, INC. DBA J – I.T. OUTSOURCE to reasonably delete, change, and/or rewrite any necessary information to complete the system repair or improvement that is consistent with the standards and practices in the industry.

Monitor and Remediate Services

    1. Support for Hardware and Software J. COLIN COMPUTING SYSTEMS, INC. DBA J – I.T. OUTSOURCE shall provide support and replacement of all hardware and systems specified in Signed appendices, provided that all Software is Genuine, Currently Licensed, and Vendor-Supported. Should any hardware or systems fail to meet these provisions, they will be excluded from this Service Agreement. Should 3rd Party Vendor Support Charges be required in order to resolve any issues, these will be passed on to the Client after first receiving the Client’s authorization to incur them.

 

  1. Monitoring Services Provided Under This Agreement J. COLIN COMPUTING SYSTEMS, INC. DBA J – I.T. OUTSOURCE will provide ongoing monitoring and security services of all critical devices as indicated in Signed appendices. J. COLIN COMPUTING SYSTEMS, INC. DBA J – I.T. OUTSOURCE will provide monthly reports as well as document critical alerts, scans and event resolutions to Client. Should a problem be discovered during monitoring, J. COLIN COMPUTING SYSTEMS, INC. DBA J – I.T. OUTSOURCE shall make every attempt to rectify the condition in a timely manner through remote means.

Network Suitability Requirements

    1. Requisite Network Standards for J. COLIN COMPUTING SYSTEMS, INC. DBA J – I.T. OUTSOURCE Support Qualification In order for Client’s existing environment to qualify for J. COLIN COMPUTING SYSTEMS, INC. DBA J – I.T. OUTSOURCE’s Managed Services, the following requirements must be continually met:
      1. All Servers, Desktops and Computer equipment in the Client Network, must be manufacturer supported.
      2. All Computers and Network Equipment must have Licensed Software and be supported by its manufacturer.
      3. All Wireless data traffic in the environment must be securely encrypted, without exception.

 

    1. Hardware Equipment Agreement
        1. i. Client agrees that all equipment provided by J. COLIN COMPUTING SYSTEMS, INC. DBA J – I.T. OUTSOURCE will remain sole property of J. COLIN COMPUTING SYSTEMS, INC. DBA J – I.T. OUTSOURCE which retains a 100% security interest. Client will not attempt to sell, resale, tamper, troubleshoot, repair, move, add, etc. to this equipment without written permission of J. COLIN COMPUTING SYSTEMS, INC. DBA J – I.T. OUTSOURCE. Should this contract be terminated by either party, Client agrees to return the property listed in Proposal, or after acquired, to J. COLIN COMPUTING SYSTEMS, INC. DBA J – I.T. OUTSOURCE within 10 days after the final cancellation date.  During the term of this Agreement, J. COLIN COMPUTING SYSTEMS, INC. DBA J – I.T. OUTSOURCE shall retain ownership of the administrative passwords, and shall not release these access credentials, until the full value of the Agreement is received.

       

        1. ii. Client further acknowledges and gives permission to J. COLIN COMPUTING SYSTEMS, INC. DBA J – I.T. OUTSOURCE to take possession of equipment listed in Proposal from location listed in event of contract termination after 10 day grace period, and agrees to compensate J. COLIN COMPUTING SYSTEMS, INC. DBA J – I.T. OUTSOURCE for expenses accrued during the recovery in addition to all amount owing under the balance of the agreement.

       

      1. iii. Client agrees and understands that J. COLIN COMPUTING SYSTEMS, INC. DBA J – I.T. OUTSOURCE Equipment is to be maintained completely by J. COLIN COMPUTING SYSTEMS, INC. DBA J – I.T. OUTSOURCE, without exclusion.  Any tampering, repair attempt or service completed by another party on the equipment listed in Proposal will be identified by J. COLIN COMPUTING SYSTEMS, INC. DBA J – I.T. OUTSOURCE as a material breach of security, where the Client willfully breaches a material term of this Agreement.

 

  1. Loss Payee Requirement
    1. Client agrees to make all logical and earnest attempts to keep equipment safe, secure and protected while in their possession. Client agrees to keep current insurance on J. COLIN COMPUTING SYSTEMS, INC. DBA J – I.T. OUTSOURCE supplied equipment while in their possession and list J. COLIN COMPUTING SYSTEMS, INC. DBA J – I.T. OUTSOURCE as an additional loss payee. Client will provide proof thereof to J. COLIN COMPUTING SYSTEMS, INC. DBA J – I.T. OUTSOURCE that it (J. COLIN COMPUTING SYSTEMS, INC. DBA J – I.T. OUTSOURCE) is listed as an additional loss payee, providing a current copy of its insurance declaration sheet showing J. COLIN COMPUTING SYSTEMS, INC. DBA J – I.T. OUTSOURCE as a loss payee specifically for mobile equipment coverage (servers).  Client further agrees to be responsible for any and all costs for the repair or replacement of J. COLIN COMPUTING SYSTEMS, INC. DBA J – I.T. OUTSOURCE supplied equipment while in their possession should it be damaged or repaired by an unauthorized third party.

     

  2. Client Default
    1. Should J. COLIN COMPUTING SYSTEMS, INC. DBA J – I.T. OUTSOURCE’s Client default, permission is granted to enter their premises at any time, with or without permission, and remove all of J. COLIN COMPUTING SYSTEMS, INC. DBA J – I.T. OUTSOURCE’s hardware, and all efforts to recover such property will be deemed consensual and not a trespass. Client agrees to fully cooperate and will not interfere in any way, including but not limited to involving law enforcement. Client acknowledges that the hardware provided under this agreement belongs to J. COLIN COMPUTING SYSTEMS, INC. DBA J – I.T. OUTSOURCE, which retains a 100% Security Interest, and J. COLIN COMPUTING SYSTEMS, INC. DBA J – I.T. OUTSOURCE may repossess without notice, upon breach of this agreement by Client.

Services Not Included

    1. As the nature of this Managed Service Agreement is unique and specific to your network infrastructure, it is imperative that a delineation is made between what is included and what is excluded under this Agreement. The following are listed as exclusions to this Agreement:
      1. Any item that is not listed exclusively in Signed appendices, or added later via written Addendum or Rider.
      2. Any training or education of any kind.
      3. Any physical repair to a Mobile Communications Device, (cell phone, tablet, et.al.)
      4. Any Printer Maintenance kits, including Toner, Ink, Paper or any consumables thereto.

 

  1. In any event where J. COLIN COMPUTING SYSTEMS, INC. DBA J – I.T. OUTSOURCE will add to the list of items excluded under this Agreement, such shall be done at sole discretion of J. COLIN COMPUTING SYSTEMS, INC. DBA J – I.T. OUTSOURCE and the Client will be notified in writing in advance of any changes hereto.

Confidentiality of Service

    1. J. COLIN COMPUTING SYSTEMS, INC. DBA J – I.T. OUTSOURCE and its agents may use Client information, as necessary to or consistent with providing the contracted services, and will use best efforts to protect against unauthorized use.

 

    1. In order to fulfill J. COLIN COMPUTING SYSTEMS, INC. DBA J – I.T. OUTSOURCE’s duties and responsibilities of maintaining network security and confidentiality, administrative passwords will be retained by J. COLIN COMPUTING SYSTEMS, INC. DBA J – I.T. OUTSOURCE and not released to the Client or other third parties; without exclusion or stipulation.

 

  1. Upon the mutual agreement of J. COLIN COMPUTING SYSTEMS, INC. DBA J – I.T. OUTSOURCE and the Client, including payment of all sums due to J. COLIN COMPUTING SYSTEMS, INC. DBA J – I.T. OUTSOURCE, passwords and other administrative codes will be released to the Client or others at the Client’s written direction.

Termination / Cancellation Terms

    1. This Agreement may be terminated by the Client upon thirty (30) days written notice if J. COLIN COMPUTING SYSTEMS, INC. DBA J – I.T. OUTSOURCE:
      1. i. Fails to fulfill in any material respect its obligations under this Agreement and does not cure such failure within thirty (30) days of receipt of such written notice.
      2. ii. Breaches any material term or condition of this Agreement and fails to remedy such breach within thirty (30) days of receipt of such written notice.
      3. iii. Terminates or suspends its business operations, unless it is succeeded by a permitted assignee under this Agreement.

 

    1. Client agrees that J. COLIN COMPUTING SYSTEMS, INC. DBA J – I.T. OUTSOURCE reserves the sole right to cancel this agreement at any time, with thirty (30) days advance written notification.

 

    1. If the Client chooses to pre-terminate this Agreement, J. COLIN COMPUTING SYSTEMS, INC. DBA J – I.T. OUTSOURCE will assist the Client with the orderly termination of services, including timely transfer of the services to another designated provider, under the following stipulations:
      1. Client agrees that the thirty (30) days advance notice required shall be used for a period of “offboarding,” during which:
        1. All end-user support shall cease immediately upon notice of termination.
        2. All property and software and software licensing solely owned or curated by J. COLIN COMPUTING SYSTEMS, INC. DBA J – I.T. OUTSOURCE under this agreement shall be removed from client’s premises on a schedule to be determined by J. COLIN COMPUTING SYSTEMS, INC. DBA J – I.T. OUTSOURCE, but not later than 30 days following notice of termination.

 

    1. Client agrees to pay J. COLIN COMPUTING SYSTEMS, INC. DBA J – I.T. OUTSOURCE the actual costs of rendering such assistance. Actual costs could include but are not limited to: Training, data transfer, license transfers or equipment de-installation.

 

    1. Client agrees to pay an Early Termination Fee to J. COLIN COMPUTING SYSTEMS, INC. DBA J – I.T. OUTSOURCE, under the following criteria:
      1. If pre-termination is requested by the Client, it shall be done solely upon all remedies provided to J. COLIN COMPUTING SYSTEMS, INC. DBA J – I.T. OUTSOURCE in Section 8 of this Agreement having been exhausted, first.
      2. Should all remedies provided to J. COLIN COMPUTING SYSTEMS, INC. DBA J – I.T. OUTSOURCE under Section 8 of this Agreement having been exhausted, J. COLIN COMPUTING SYSTEMS, INC. DBA J – I.T. OUTSOURCE will derive an Early Termination Fee, based upon the following percentages: Termination within Month 0 to 24: Equal to 50% of Remaining Agreement Value and Termination within Month 25-36:  Equal to 25% of Remaining Agreement Value.
      3. Client will be sent an Early Termination Quotation, for approval and signature – wherein if executed, payment shall be immediately necessary in order to ensure a timely transfer of services to another credible provider.

 

  1. Client acknowledges that in the event of pre-termination, J. COLIN COMPUTING SYSTEMS, INC. DBA J – I.T. OUTSOURCE shall use any and all remedies under the law, to protect any equipment or intellectual property provided in this Agreement.

Service Conduct Definitions

    1. J. COLIN COMPUTING SYSTEMS, INC. DBA J – I.T. OUTSOURCE at times, may send its employees as authorized agents to the Client’s site or service location, during the term of this Agreement. The Client in no way, may solicit, inquire or otherwise make an arrangement of employment, contract or covenant, either direct or indirect, with an employee of J. COLIN COMPUTING SYSTEMS, INC. DBA J – I.T. OUTSOURCE, during this Agreement and surviving for a period of three (3) years after an employee is employed by J. COLIN COMPUTING SYSTEMS, INC. DBA J – I.T. OUTSOURCE.
      1. In the event of a breach of this clause, J. COLIN COMPUTING SYSTEMS, INC. DBA J – I.T. OUTSOURCE will be entitled to punitive damages, including but not limited to the full face value of his agreement, and 1 year’s annual salary of the employee solicited, and may cancel all service agreements with the Client, by virtue of a breach hereto.

       

    2. The Client acknowledges that during the term of this Agreement, no subsidiary Technology Service Provider, contractor or individual human resource, either by invitation or by solicitation, may be allowed to investigate, scope or diagnose the Client’s Technology Network, in part or in whole.
        1. In the event where J. COLIN COMPUTING SYSTEMS, INC. DBA J – I.T. OUTSOURCE learns, that the Client has allowed another Technology Service Provider, contractor or individual human resource to investigate, scope or diagnose the Client’s Technology Network, J. COLIN COMPUTING SYSTEMS, INC. DBA J – I.T. OUTSOURCE has the sole right to execute a ‘Material Breach’ of this agreement in accordance with terms set forth herein, including but not limited to any available legal remedies under the law.

       

      1. In any event, where a legal entity or firm has been solicited to investigate the Client’s Technology Network, or any supported device thereto, the Client must immediately notify and request the assistance of J. COLIN COMPUTING SYSTEMS, INC. DBA J – I.T. OUTSOURCE to comply with an external request. J. COLIN COMPUTING SYSTEMS, INC. DBA J – I.T. OUTSOURCE may request documentation, including subpoenas or legal service notifications, to assert the nature of the network investigation, in order to ensure that the proper access is provided and scheduled for compliance.

 

  1. The Client acknowledges that participation in Quarterly Business Reviews (QBR’s) between 1.) the Client’s Owner, Executive Director, Principal Partner, or CEO, and 2.) the Client’s designated Virtual CTO or Account Manager are a requirement for service under this Agreement, and such participation will take place a minimum of four (4) times per year, according to mutually available times and places, on an predetermined regular schedule agreed upon in writing within 30 days of signing this Agreement.
    1. During the QBR, the Client’s representative will be discussing with J. COLIN COMPUTING SYSTEMS, INC. DBA J – I.T. OUTSOURCE the Client’s overall technology strategy, performance of the account, ticket distribution, network stability, suggestions for improvement, and additional products and services that may be required to fully service the account, all according to an agenda set by the Virtual CTO or Account Manager.
    2. Scheduled QBR’s may be cancelled upon notice given to either party, but must be rescheduled within 30 days of the regular appointment date. Failure to do so will result in a “Missed QBR.”
    3. Client’s failure to adhere to these terms will result in a Missed QBR Assessment Fee of $500.00 for the first Missed QBR, $1100 for the second consecutive Missed QBR, and $2250 for the third consecutive Missed QBR.

Jurisdiction and Venue of Enforcement

    1. This Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of California. Jurisdiction and Venue shall exclusively lie in the County of Fresno, City of Fresno. It constitutes the primary Agreement between Client and J. COLIN COMPUTING SYSTEMS, INC. DBA J – I.T. OUTSOURCE for the services outlined herein. This Agreement can be modified by a signed written Addendum by both parties.

 

    1. If any collection action, litigated or otherwise, is necessary to enforce the terms of this agreement, J. COLIN COMPUTING SYSTEMS, INC. DBA J – I.T. OUTSOURCE shall be entitled to reasonable attorneys’ fees and costs in addition to any other relief to which it may be entitled.

 

    1. If any provision in this agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the remaining provisions shall nevertheless continue in full force without being impaired or invalidated in any way.

 

  1. J. COLIN COMPUTING SYSTEMS, INC. DBA J – I.T. OUTSOURCE is not responsible for failure to render services due to circumstances beyond its control including, but not limited to, acts of God, natural disasters designating a commercially identified Force Majeure event.