Service Delivery

Workstation with Administrative Permissions

A computer workstation (desktop and/or laptop) with an end user granted with Administrative Permissions limits CSP Networks to managing and securing a workstation effectively including, but not limited to, controlling the process of software and/or hardware installs and/or removals, end user experience such as functionality and speed, and the workstation may be exposed to a greater risk of being infected with malicious software once Administrative Permissions is granted.   Users with Administrative Permissions will be subject to longer response and repair times, specifically if a user’s workstation needs to be rebuilt, CSP Networks may require up to five (5) business days before the workstation can be returned and a support service fee (Exhibit B) may apply.  CSP Networks advises all clients to refrain from granting Administrative Permissions to users.

Activation, Suspension, or Deactivation

Monthly Recurring Services for Workstations & Servers – CSP Networks is not responsible to determine which workstation is in use or not in use.  The workstation can be in one of three statuses.  Activated, Suspended, or Deactivated.  The server can be in one of two statuses.  Activated or Deactivated.  This can only be approved by the client authorized users as defined in section 3.A. of your Program Agreement for Services.

• Activated - It is the responsibility of the client to provide notice to CSP Networks when ANY workstation or server is added to the client network.  Any workstation or server that is connected to the network MUST be supported by CSP Networks and have all proper monitoring and support agents installed whether or not an end user is utilizing the workstation or server.

• Suspended - It is the responsibility of the client to provide notice to CSP Networks when the client would like CSP Networks to suspend service of a workstation. Suspension of a workstation means the workstation is connected to the network, but no end user is utilizing the workstation.  Suspension cost is discounted 70% of the item CSP MANAGED IT SERVICE FOR WORKSTATION/SERVER or $50 each, whichever is greater.

• Deactivated - It is the responsibility of the client to provide notice to CSP Networks when the client would like CSP Networks to deactivate service of a workstation or server.  Deactivation service of a workstation or server means the client is responsible that the workstation or server is completely disconnected from the network.

Hardware

• Client agrees while under a current Managed Service Program Agreement, hardware that requires features included but not limited to access to the device, advanced hardware replacement, software updates, advanced support, the hardware will always be kept up to date which may result in a monthly cost.

• Client agrees while under a current Managed Service Program Agreement, based on the CSP Networks Hardware Lifecycle Management Methodology, client will procure the best warranty plan available for the server hardware.

Software

• Client agrees while under a current Managed Service Program Agreement, client will procure the best software assurance plan available for clients' third-party software.

Client agrees that client will provide and be responsible for complete file and folder restoration unless client is enrolled in the MSP Program with one of the following plan.

• CSP Managed IT Service Basic

• CSP Managed IT Service Essential

• CSP Managed IT Service Premier

• CSP Managed IT Service Premier+

Client agrees any recovery services is NOT INCLUDED such as complete hardware failure, disaster recovery, etc.

Client agrees recovery from a cybersecurity attack such as a ransom is included ONLY if client is enrolled in the CSP Cyber Security Rapid Response Program (CSRRP) which includes the following service requirements

• CSP Managed IT Service Premier or Premier+

• CSP Managed Security

• CSP M365 Secure+

• CSP Backup Premier

Client agrees that Primary Client Representative and approved approvers are the ONLY authorized individuals to contact Help Desk

End User Support

Client agrees that client will provide and be responsible for complete end user support unless client is enrolled in the MSP Program with one of the following plan.

• CSP Managed IT Service Premier

• CSP Managed IT Service Premier+

Along with the following service line items.

• CSP Managed IT Service Premier For Workstation

• CSP Managed IT Service Premier+ For Workstation

Client agrees that Primary Client Representative and approved approvers are the ONLY authorized individuals to contact Help Desk

Subscription Management

CSP Networks is not responsible to determine which monthly recurring services are not being used. It is the responsibility of the client to advise CSP Networks when they would like CSP Networks to terminate a particular monthly recurring services from the system.

Client may provide notice to CSP Networks that client wishes to unassign a license granted to an end user at any time. However, based on the client’s current license commitment, CSP Networks may not be able to reduce the subscription quantity

Client agrees that all CSP Networks offered software subscription entitlements are to be procured through Help Desk or through the CSP Networks software subscription system

Client agrees that in order to obtain the most value and receive best client experience, CSP Networks will be granted with sole admin permissions including but not limited to delegate, global and billing for all software subscription delivered through CSP Networks software subscription system

Any conditions not met may revoke promotional offerings and billings may be retroactive to the commencement date at the current month to month rate

Microsoft 365 Annual Subscriptions

Effective July 1, 2023 All Microsoft licenses purchased through CSP Networks, including those that are part of a CSP Networks Bundle, will have a default term of one (1) year, commonly referred to as “Annual Subscriptions”. This means that each time you purchase a Microsoft license, the subscription term will be for one (1) year, commencing on the effective start date. In cases where a subscription already exists for a specific Microsoft license, with an annual term, CSP Networks will increase the existing subscription quantity and co-terminate the new license with the existing license commitment end date. This however, does not supersede the service commitment per your program agreement. Annual subscriptions will automatically renew for an additional period of one (1) year every year until cancelled.

Microsoft 365 Month to Month Subscriptions

Month to Month (MTM) Subscriptions for licenses are available for purchase, however, you must notify CSP Networks ahead of the initial purchase of each specific Microsoft license you wish to purchase on a MTM Subscription. CSP Networks will provide a separate proposal for approval for these MTM Subscriptions. Note that MTM Subscriptions will be priced higher than Annual Subscriptions per Microsoft Terms and Conditions.

Microsoft 365 Subscriptions Cancellation

All cancellation notices will require at least 30 days and not more than 60 days’ notice, by sending an email to Help Desk. All subscriptions will be removed on the commitment end date.

CSP Cyber Security Rapid Response Program (CSP CSRRP) compliance must be met annually, otherwise the program is VOID.

By Accepting The Order, You Agree To These Terms.

1. SERVICES.  The Client shall execute separate Order that will refer to specific services or products that will be provided under this agreement.  

2. COMPENSATION.

A. PAYMENT FOR SERVICES.  Client agrees to pay Company for Services or Products as set forth on the Order. 

B. INVOICING.  Company shall submit invoices for completed services at Client’s address as set forth in Section 19 of this Agreement, or as updated in accordance with this Agreement.  Payment is due in FULL prior to the release of the order.

3. RIGHTS AND OBLIGATIONS OF CLIENT.

A. CLIENT REPRESENTATIVE.  The person accepting the ordershall represent the Client during the performance of this Agreement and has all authority to execute written modifications or additions to this Agreement, as defined in Section 19, to approve any and all expenses, including purchases, and to approve Company’s time.  

The Client hereby warrants that the Board of Directors, Managing Member, or General Partner has duly adopted the following resolution, which resolution is currently in effect and has not been revoked or amended: Resolved, that person accepting the orderis authorized to represent the Client in relationship to Company, including but not limited to entering into, modifying, or extending this Agreement and Exhibits.

B. BACKUP OF DATA.  Client acknowledges that the Company may make various recommendations to Client, including how to properly back up the Client’s data.  However, there are many variables that are not within the Company’s control, for example, whether the Client implements the Company’s recommendations, whether the Client provides accurate information regarding the purpose and usage of the systems, and whether the hardware or software functions properly.  Therefore, the Client acknowledges that Client shall have the sole responsibility for backing-up and otherwise protecting all of Client’s data against loss, damage or destruction and Company shall have no obligation or liability with respect thereto.

4. BUSINESS TO BUSINESS.  The relationship between Company and Client under this Agreement is a business to business relationship and the relationship of the parties hereto is not to be construed as a joint venture, partnership, joint venture, pooling or team arrangement or any type of permanent business arrangement. Client acknowledges that Company is in the business of providing the type of services covered under this Agreement. Client shall not exercise control over the conduct or the means of performing those services. Company acknowledges that the personnel employed or contracted by Company who perform duties related to this Agreement remain under the supervision, management and control of Company.  Client is hereby contracting with Company for the Services and Company reserves the right to determine the method, manner and mean by which the Services will be performed.  Company is not required to perform the Services during a fixed hourly or daily time and if the Services are performed at the Client’s premises, then Company’s time spent at the premises is to be at the discretion of the Company; subject to the Client’s normal business hours and security requirements.

5. TERM.  Unless otherwise agreed by the Parties in writing the Term of this Agreement will be in effect indefinitely.

6. TERMINATION OF SERVICE.  Client may terminate a particular Service to the expiration of the Service Commitment Period by providing Company thirty (30) days' prior written notice and paying, on or before the effective date of such termination and notwithstanding any limitation of liability set forth in this Agreement, an early cancellation charge equal to all unpaid non-recurring charges plus 100% of the unpaid monthly recurring charge (MRC) that would have been incurrent for the Service through the end of the Service Commitment Period.  Such monies are immediately due and payable. 

7. INDEMNIFICATION.  Client shall indemnify, defend and hold Company and its shareholders, directors, officers, employees, independent contractors, attorneys, and agents harmless from and against any and all claims, actions, suits, demands, damages, losses and expenses, including attorney’s fees and related costs, arising from Client’s breach of any covenant, condition, or representation contained in this Agreement, Client’s failure to perform pursuant to this Agreement, or arising from or related in any manner to the Services provided under this Agreement.  This indemnification includes Company consulting its attorney regarding any matter which may reasonably apply under this Section 8.

8. LIMITATION OF LIABILITY.  COMPANY SHALL NOT BE DEEMED OR HELD TO BE OBLIGATED OR ACCOUNTABLE UNDER WARRANTIES OR GUARANTIES, EXPRESSED OR IMPLIED, STATUTORY, BY OPERATION OF LAW, OR OTHERWISE IN ANY MANNER OR FORM, BEYOND ANY EXPRESS WARRANTIES SET FORTH HEREIN.  CLIENT FURTHER AGREES THAT COMPANY IS NOT LIABLE, UNDER ANY CIRCUMSTANCES, FOR ANY CLAIM OR DEMAND AGAINST CLIENT BY ANY OTHER PERSON. IN NO EVENT WILL COMPANY BE LIABLE FOR PUNITIVE DAMAGES OR ANY INDIRECT, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS.

CLIENT ACKNOWLEDGES THAT COMPANY HAS FULLY DISCLOSED IT USE OF RESELLERS (“THIRD PARTY PROVIDERS”) IN PROVIDING SERVICES TO CLIENT.  COMPANY SHALL NOT BE HELD LIABLE TO CLIENT, OR ANY OTHER PARTY, FOR THE ACTIONS OF THESE THIRD PARTY PROVIDERS.

9. ATTORNEY’S FEES.  If any legal action is commenced (including arbitration) between the parties, or their personal representatives, concerning any provision of this Agreement, the services to be performed under this Agreement, or any claim arising from this Agreement, the prevailing party of parties shall be entitled, in addition to other such relief as may be granted, that Party's attorneys' fees and costs incurred therein.  Such fees may be awarded in the same suit or recovered in a separate suit, whether or not such action is pursues to decision or judgment.  The term "Prevailing Party" shall include, without limitation, the party who substantially obtains or defeats the relief sought, as the case may be, whether by compromise, settlement, judgment or the abandonment by the other part of the claim or defense.  The attorneys' fee award shall not be computed in accordance with any court fee schedule, but shall be such as to fully reimburse for all attorneys' fees reasonably incurred.  Client agrees to pay all attorneys' fees in connection with Company considering any request for modification of the Agreement, and including attorneys' time to prepare the modification documents. 

10. SOLE AGREEMENT.  This Agreement contains the sole Agreement of the parties relating to this matter and correctly sets forth the rights, duties, and obligations of each to the others as of its date.  Any prior Agreements, promises, negotiations, or presentations not expressly set forth in this Agreement are of no force and effect.

11. AMENDMENTS.  Except as otherwise provided for herein, this Agreement may not be modified in any way unless the modification is in writing and is signed by the representatives of both parties.  If the Company agrees to modify this Agreement, fees may apply in addition to all compensation due pursuant to this Agreement.

12. GOVERNING LAW & ARBITRATION.  Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this Agreement to arbitrate, shall be determined by arbitration in Orange County, California, before one arbitrator. The arbitration shall be administered by JAMS or Judicate West. The Parties shall be entitled to discovery in said Arbitration pursuant to the applicable provisions of the California Code of Civil Procedure.  Judgment on the Award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The arbitrator may, in the Award, allocate all or part of the costs of the arbitration, including the fees of the arbitrator and the reasonable attorneys’ fees of the prevailing party, in accordance with this Agreement.

13. SEVERABILITY.  If any provision, partial provision, or condition of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, the offending language will be struck out and the rest of the Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated.

14. ASSIGNMENT.   The parties may not assign or delegate this Agreement or any of the rights, duties or obligation hereunder without the prior written consent of the other party.  If the Client assigns or delegates any part of this Agreement, the Client remains liable to the Company hereunder until the natural termination of the Agreement.

15. SURVIVAL.  The indemnification and confidentiality provisions contained herein, shall survive termination of this Agreement.

15. WAIVER.  Except as otherwise provided for herein, no delay, failure or waiver of either party’s exercise or partial exercise of any right or remedy under this Agreement shall operate to limit, impair, preclude, cancel, waive or otherwise affect such right or remedy.

16.  FORCE MAJEURE. No party will be liable for any default or delay in the performance of its obligations under this Agreement if, and to the extent, such default or delay is caused, directly or indirectly, by an circumstances beyond such party’s reasonable control, including without limitation any, (1) elements of nature or other acts of God, including without limitation any of the foregoing that are harmful to electronic circuitry, (2) outbreak or escalation of hostilities, war, riots or civil disorders in any country, (3) act or omission of the other party or any governmental authority, (4)  nonperformance by a third party (including any voice or data telecommunications common carrier) or (5) failures, fluctuations, non-performance, or not complete performance, in telephone, other telecommunications equipment, lines, other equipment, or anything related to electronic circuitry.  In any such event, the non-performing party will be excused from any further performance or observance of the obligations so affected only for as long as such circumstances prevail, and such party continues to use commercially reasonable efforts to recommence performance or observance as soon as practicable.

17. NOTICE.  All notices hereunder must be in writing and shall be deemed to have been duly given when delivered personally, on the day an e-mail was sent if there is confirmation the e-mail was sent, or on the day that a facsimile has been sent, as long as there is printed confirmation that the fax was received, one (1) day after being sent by an overnight courier, or three (3) days after being sent postage prepaid by certified or registered mail, return receipt requested.  However, notice of termination must be sent via overnight courier or in the mail.  All notice requirements should be sent to the following addresses and indicated personnel:

COMPANY:
CSP Networks
15255 Alton Parkway, Suite 100
Irvine, CA 92618