Managed Services Agreement
Managed IT Services & Support Agreement
This web page represents a legal document that serves as our Managed IT & Tech Support Service Agreement and it governs the legal terms of our Managed IT & Tech Support Services, monthly, quarterly, annual, level I, level II, and level III, as rendered by Paradigm Shift OÜ and its partners.
By using our Website, you agree to fully comply with and be bound by our Legal Terms. Please review them carefully. If you do not accept our Legal Terms, do not access and use our Website. If you have already accessed our Website and do not accept our Legal Terms, you should immediately discontinue use of our Website.
Managed Service Offerings
- Unlimited Remote Support
- Unlimited Automated Support
- Website Monitoring (Up to 2 Websites)
- Real user monitoring (end user experience)
- Video Guides/ Help
- 30 Minute Monthly Support Session / Virtual CIO
- Everything in Essentials
- Application Performance Monitoring
- Monthly Cybersecurity Reports
- Virtual CIO/CISO
- Everything in Premier
- Network Monitoring & Network Traffic Troubleshooting
- Cloud Performance Monitoring & Spend Optimization
Description of Services
Unlimited Remote Support
Paradigm Shift OÜ will provide maintenance and support for the client’s cloud and web-based services as well as support for installed 3rd party provided services. PARADIGM SHIFT will provide support and troubleshooting for remote access solutions like Virtual Machines. PARADIGM SHIFT will make a best effort to resolve as many issues as possible remotely. Paradigm Shift will not provide on-site support if remote support is not possible. Projects outside the scope of the above to maintain the existing network are billed separately including but not limited to setting up 2nd or additional IT infrastructures or system changes expanding beyond what is currently in use in the network are beyond the scope of this Agreement. Charges will be billed separately at PARADIGM SHIFT’s then hourly rate for service, currently 108,00 euros/hour.
Unlimited Automated Support
Through the use of PARADIGM SHIFT’s Remote Monitoring and Management (RMM) application, unlimited support by these systems will be provided. This includes the installation of critical updates for Client’s cloud-based solution that is covered under the elected support subscription. PARADIGM SHIFT’s remote monitoring and management solution will monitor for critical errors. Critical errors will automatically create a Service Ticket in PARADIGM SHIFT’s ticket management system to be addressed by a support personnel or PARADIGM SHIFT’s automation Server which provides automatic response to resolve critical issues. Errors that occur during the maintenance window such as viruses found or machines that are unavailable will trigger a Service Ticket to be automatically created in PARADIGM SHIFT’s ticket management system.
IT Infrastructure & Operations Monitoring
- Server uptime with false alert protection
- Over 60 performance metrics like CPU, memory, disk, syslogs, and Windows events
- Performance monitoring for Microsoft applications like Exchange, IIS, SQL, Windows server backups, SharePoint, Office 365, Active Directory, and Failover Cluster
- Virtualization infrastructure monitoring for VMware, Nutanix, Hyper-V, Docker, and Kubernetes environments
- Ready-to-install plugin integrations like MySQL, Apache, and Nagios.d
Network Monitoring and Network Traffic Troubleshooting
- Support for 10,000+ devices from device types such as routers, switches, firewalls, load balancers, printers, wireless devices, and storage devices
- Custom SNMP monitoring to monitor any device or metrics of your choice
- Flow technologies like NetFlow, J-Flow, sFlow, CFlow, AppFlow, IPFIX, and NetStream supported
- Topology maps and layer-2 maps to visualize network hierarchy
- Processed SNMP traps for instant alerts
Cloud Performance Monitoring and Spend Optimization
- Support for AWS services like EC2, S3, Lambda, RDS, Load Balancer, CloudFront, WorkSpaces, and VPC-VPN
- Monitor 100+ Azure resources including App Service, Event Hubs, and SQL database
- Track the performance of Google Compute Engine (GCE), Google App Engine (GAE), Google Kubernetes Engine, VPC, Cloud IAM, Cloud Audit Logging, Cloud SQL, and BigQuery
Application Performance Monitoring
- Support for platforms like .NET, Java, Ruby, Node.js, and PHP
- Code-level visibility
- Distributed tracing to understand how a request from one service leads to an error in another
- Application topology maps to view application architecture, from URLs to SQL queries
Real User / End-user Experience Monitoring
- Monitor cloud web services edge infrastructure from 110+ locations globally
- Digital experience monitoring with real user monitoring and synthetic transaction monitoring
- Mobile Network Poller to monitor your cloud services from a mobile-user perspective and test WiIFi at campus locations
- Web security monitoring using website defacement, real-time blocklist check, brand reputation, SSL/TSL certificate, and domain expiry monitors
PARADIGM SHIFT provides virtual meetings with a Chief Information Officer to review ongoing issues, go over upcoming project work, discuss changes in vendors, advise on best practices, create budgets and plan the technology roadmap for the next period.
Virt-CISO is an innovative cyber defense product that acts as a Personal Virtual Information Security Officer. It identifies and mitigates evolving threats and attacks that continually knock on a person’s or a small businesses door, transcending the limited capabilities of standard firewalls and antivirus. Virt-CISO integrates a continuous learning system that stays updated on the latest IT infrastructure and risks intelligence, which is the best strategy to counter cyberattacks and protect data.
PARADIGM SHIFT provides 5 minutes video guides to clients addressing tickets and issues.
Service Desk Response Times
|Trouble||Priority||Response Time 9:00 – 17:30 Weekdays||Response Time 9:00 – 17:30 Weekends/Holidays|
|Service not available (all users and functions unavailable. Ex: Server down).*||1||Remote within 1 hours||Remote within 2 hours|
|Significant degradation of service (large number of users or business critical functions affected).*||2||Remote within 2 hours||Remote within 4 hours|
|Limited degradation of service (limited number of users or functions affected, business process can continue).**||3||Remote within 8 hours||Remote within 12 hours|
|Small service degradation (business process can continue, one user affected).**||4||Remote within 24 hours||Remote within 24 hours|
*For same day services on priority 3 and 4 tickets must be entered before 4pm.
**Clients may request a specific support personnel however PARADIGM SHIFT will at its discretion assign a support personnel to address a service ticket or project work.
***PARADIGM SHIFT reserves the right to allow PARADIGM SHIFT’s NOC (Network Operations Center) to address all tickets initially. If the NOC cannot resolve a ticket, it will be escalated to a PARADIGM SHIFT Tier 3 or Tier 4 support level. If a ticket is escalated to PARADIGM SHIFT from the NOC, PARADIGM SHIFT may, in its sole discretion, determine that a remote video session is needed.
****Weekend support is included but limited to priority 1 and 2 tickets. Priority 3 and 4 tickets will be serviced Mondays-Fridays only.
Client agrees that weather, traffic conditions or Force Majeure outside the control of PARADIGM SHIFT may extend or prevent remote response.
Managed Service Requirements
- Client must maintain all updates for servers not managed by Paradigm Shift.
- Clients will maintain service/support contracts for hardware such as routers, firewalls and switches and specialty software applications.
- If a client has software particular to its business which is installed on its network, the client is responsible to obtain installation, training and continuing technical support from the software provider. PARADIGM SHIFT support personnel are able to assist with network support, but they are not experts in all software applications and rely on the software manufacturer to provide software support at Client’s expense.
- All server and desktop software must be genuine, licensed and vendor supported.
- 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.
- The network must have a currently licensed, vendor-supported hardware firewall between the internal network and the Internet.
- All wireless data traffic in the environment must be securely encrypted.
At the time of initiating service for Client, PARADIGM SHIFT will evaluate Client’s network and determine whether all Managed Services Requirements are in place and if not in place will notify the client of the required services and/or its effect on the client’s support. Charges for bringing the network into compliance with the requirements will be billed as incurred as additional services. *
*Only applies to (level II premier) and enterprise (level III) clients.
Clients and PARADIGM SHIFT agree to the following:
- PARADIGM SHIFT will provide the Managed Services listed on the Managed Services Offerings. The term of this Agreement is monthly, quarterly, or yearly, 1,3, or 12 months respectively, beginning the date the subscription invoice is paid. This Agreement will automatically renew for successive monthly, quarterly, or yearly 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 or if the client cancels the subscription on their account page. PARADIGM SHIFT or Client may terminate this contract at any time, after an initial 1, 3, or 12-month period with at least 30 days prior written notice or if the client cancels the subscription on their account page. Service to be provided to Client is for the network located at the address provided by the Client at the time of subscription purchase.
- Client agrees to all requirements in the preceding pages of this document.
- Client will pay PARADIGM SHIFT according to the terms and schedule of their subscription package (monthly, quarterly, annually). PARADIGM SHIFT does not have a site visit charge. If the client is in a jurisdiction which charges sales tax on services the stated price does not include tax, except for Estonia.
- Additional services outside of the scope of services and offerings outlined above will require a Master Service or Service agreement with accompanying State of Work.
- This Agreement covers only the client’s locations as referenced in the invoice 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 PARADIGM SHIFT’s then rate plus expenses.
- 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 within 30 days of billing for additional services not anticipated in the initial estimated charges plus expenses.
- Clients will comply with the Policies and Responsibilities and the Managed Services Requirements.
This Agreement includes the Managed Services Offerings, Managed Services Requirements and the Terms and Conditions; these documents are incorporated herein by reference.
Terms & Conditions
- Confidentiality during the term of this Agreement, and thereafter in perpetuity, neither party shall without the prior written consent of the other, disclose to anyone any Confidential Information of the other. “Confidential Information” for the purposes of this Agreement shall include each party’s proprietary and confidential information such as, but not limited to, customer lists, business plans, marketing plans, financial information, designs, drawing, specifications, models, software, source codes, and object codes. Confidential Information shall not include any information that client makes publicly available or information which becomes publicly available through no act of PARADIGM SHIFT or Client or is rightfully received by either party from a third party.
- Client and PARADIGM SHIFT 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.
- 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 its reasonable control, including, 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 PARADIGM SHIFT’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.
- If the Client work is substantially changed due to a Force Majeure, PARADIGM SHIFT will evaluate the need for change to IT services to Client and related change of managed service fees. Recognizing there are ongoing expenses to PARADIGM SHIFT of maintaining backups, remote monitoring, other vendor support software/licensing and availability of support personnel to service on going needs, PARADIGM SHIFT will review with Client the need for change of fees if any. Late fees will not be charged under an agreed scenario below:
- PARADIGM SHIFT 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 hereunder, including 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 even if PARADIGM SHIFT has been advised of the possibility of such damages. Regardless of the form of action, PARADIGM SHIFT’s cumulative liability shall be only for loss or damage directly attributable to negligence of a PARADIGM SHIFT employee or contractor, for the cost of restoring the network to its condition prior to the negligence, but not to exceed thirty thousand Euros. If a collection action is initiated by either party or if PARADIGM SHIFT has to defend any action by Client, PARADIGM SHIFT is entitled to its reasonable attorney fees and expenses to be paid by Client.
- Implied Warranties are expressly disclaimed by PARADIGM SHIFT. A PARADIGM SHIFT contractor is a support personnel or contractor who operates on behalf of PARADIGM SHIFT, is paid by PARADIGM SHIFT and has access to PARADIGM SHIFT’s service ticket management system for making time entries and charges for their work. PARADIGM SHIFT is not responsible for the acts of other support personnel, contractors or consultants providing service to Client not under its control and direction. If Client purchases equipment from PARADIGM SHIFT it understands and agrees that it will look to the manufacturer for all remedies and warranties and agrees that PARADIGM SHIFT is not responsible for functioning of the equipment and has not made any express or implied warranties. PARADIGM SHIFT shall not be liable for any claim or demand against the Client by any third party on account of errors or omissions performed hereunder.
- PARADIGM SHIFT is not responsible for inadequacies in those home or alternative networks or to secure those connections. PARADIGM SHIFT is not responsible for the security of home or alternative networks. Work on a home or alternative network unless otherwise included is outside the scope of this Agreement.
- In the event of a Force Majeure PARADIGM SHIFT is not required to have support personnel work during periods or at places where their safety or health could be in jeopardy and in any event will not require support personnel to go on site.
- 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.
- PARADIGM SHIFT 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. If the parties do not agree on the change or addition then it shall not become part of the Agreement. All the terms, conditions and provisions of this Agreement will continue to apply during any renewal term. Both parties agree to negotiate in good faith rates to be mutually agreed under any renewed contractual service term to be effective at the end of the initial term.
- Failure to pay: If payment is not received by the beginning of the subscription term for that term of service PARADIGM SHIFT reserves the right to put a hold on rendering remote services until subscription fee has been paid, provided PARADIGM SHIFT gives a five (5) business day notice of late payment.
- It is understood that any VAT applicable shall be added to each invoice for services or materials provided by PARADIGM SHIFT. Client shall pay any such VAT fees unless a valid exemption certificate is furnished to PARADIGM SHIFT for the jurisdiction of use, except in cases when PARADIGM SHIFT procures or sources the incorrect equipment and / or software and / or support services any incorrect items or software shall be returned to PARADIGM SHIFT.
- If Client fails to make payment for any services or items purchased, and such failure continues for fifteen days, interest shall accrue on any amount due at the rate of 12% per annum 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.
- This Agreement is fully assignable by PARADIGM SHIFT. 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.
- Termination by Client: Client may terminate this Agreement with or without cause
- After the first subscription term of the Agreement have passed payment of a Termination Fee equal to the amount of the monthly Managed Services fee agreed to in this Agreement and
- payment of all past and currently due amounts together with late fees and costs unless client has valid reason to withhold payment on incomplete tasks, work orders or faulty equipment and provided PARADIGM SHIFT was notified in a service ticket within 10 days of the original occurrence of any incomplete tasks, work orders and/or faulty equipment which it itemized with sufficient detail to identify the problem. That amount may be withheld until the incomplete tasks, work orders or equipment issues are resolved. PARADIGM SHIFT 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.
- Termination by PARADIGM SHIFT:
- Upon giving notice to Client of default and the default is not cured within ten (10) business days of receipt of written notice from PARADIGM SHIFT or for failure of Client to pay for service or products at the time of ordering or within 30 days of billing. Failure of PARADIGM SHIFT to require payment at the time provided shall not be construed as a waiver of the right to do so.
- Any of the following which remains un-dismissed for a period of sixty (60) days: If Client files protection under bankruptcy laws, or any bankruptcy petition or petition for receiver is commenced by a third party against Client.
- Failure of Client to comply with its obligations in this Agreement after written notice by PARADIGM SHIFT of the non-compliance and failure to correct the problem or acknowledge the problem and commitment to take corrective action in the future.
- 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 PARADIGM SHIFT. 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 PARADIGM SHIFT 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 PARADIGM SHIFT so it’s backups can be terminated.
- In the event of default or termination under any circumstances Client agrees it will provide access to PARADIGM SHIFT support personnel to remove licenses and monitoring tools. 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. 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 PARADIGM SHIFT 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 PARADIGM SHIFT 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 PARADIGM SHIFT.
- In the event of termination by either party, Client is responsible for the full amount of all payments for services provided and products ordered.
- 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 of support personnel to accomplish the transfer and any services maintained by PARADIGM SHIFT containing Client data. Client must designate a vendor to handle its email, backups and any other services provided by PARADIGM SHIFT. 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. PARADIGM SHIFT has no responsibility for backups, email or other services beyond 30 days following termination or default under this Agreement.
- In the event of termination of services for any reason by either party, upon written request by Client PARADIGM SHIFT 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.
- 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 PARADIGM SHIFT.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. If not resolved then the aggrieved party may commence arbitration proceedings. The arbitration shall be conducted by an agency designated by either party at the time. The mutually agreed upon dispute resolution service and the parties shall be bound by all rules of Arbitration Court of all Estonian Chamber of Commerce and Industry. Any decision or award as a result of any such arbitration proceeding shall be in writing and shall provide an explanation for all decisions. Arbitration shall be conducted by an arbitrator experienced in Information Technology services and experience required for arbitrator and shall include a written record of the arbitration hearing. An award of arbitration may be converted to judgment in a Court of competent jurisdiction. The location of arbitration shall be in the home city, county of PARADIGM SHIFT. The fees and expenses of the arbitrator and proceedings shall be paid by the losing party.
- This Agreement and any amendments and its validity, construction and performance shall be governed by the laws of Estonia. Exclusive jurisdiction and venue for all matters relating to this Agreement shall be in the county and city of the PARADIGM SHIFT, and the parties agree and consent to such jurisdiction and venue.
- This Agreement does not create any rights in any third parties.
- PARADIGM SHIFT shall not be responsible for maintenance of or for repair of errors or malfunctions occasioned by any installation, modification or enhancement to the Programs made by Client or by anyone other than PARADIGM SHIFT unless PARADIGM SHIFT has agreed. Only PARADIGM SHIFT will make administrative or technical changes to the servers managed by PARADIGM SHIFT.