The information below supplements information in the standard Dan’s Networks Managed Services Agreement.
Dan’s Networks Managed Services Agreements do not cover projects. Projects are defined as anything outside the normal scope of everyday operations and maintenance. This includes, but is not limited to:
- Operating system upgrades (server or workstations).
- Migrations (server, email).
- Software development.
- Infrastructure cabling (unless an explicitly covered item).
- Software audits.
- Hardware refreshes.
Charges for Services
Any additional billing charges will be invoiced at the end of each month, with payment expected within thirty (30) days, unless otherwise specified by Dan’s Networks.
CLIENT shall, in addition to the other amounts payable under this Agreement, pay all sales and other taxes, federal, state, or otherwise, however designated, which are levied or imposed by reason of the services provided pursuant to this Agreement. Without limiting the foregoing, CLIENT shall promptly pay to Dan’s Networks an amount equal to any such taxes actually paid or required to be collected or paid by Dan’s Networks.
Dan’s Networks reserves the right to refuse or suspend service under this Agreement in the event CLIENT has failed to pay any invoice within thirty (30) days of said invoice date, whether it be an invoice for services provided under this Agreement or any other agreement between the parties.
Dan’s Networks reserves the right to renegotiate rates based on additions of locations, hardware, software, hardware support requirements, and/or services as well as modify this Agreement (or any portion thereof) with a 30-day notice.
Conditions of Service
The CLIENT Network is eligible for monitoring and support under this Agreement provided it is in good condition and Dan’s Networks serviceability requirements/standards and site environmental conditions are met. Dan’s Networks reserves the right to inspect the Network upon the commencement of the term of this agreement for the purpose of creating a diagram of the Network and/or conducting a diagnostic test of the Network. Unless stated otherwise, said inspection shall be charged against the Account using our standard hourly billing rates.
Dan’s Networks shall not be responsible to CLIENT for loss of use of the Network or for any other liabilities arising from alterations, additions, adjustments or repairs which have been made to the Network other than by authorized representatives of Dan’s Networks.
Dan’s Networks reserves the right to suspend or terminate this Agreement if in its sole discretion, conditions at the service site pose a health or safety threat to any Dan’s Networks representative.
It is the responsibility of the CLIENT to promptly notify Dan’s Networks of any events/incidents that could impact the services defined within this agreement and/or any supplemental service needs, and for Dan’s Networks to respond in a timely manner via phone, email, remote access, and/or on-site services as defined in Appendix A.3 of this Agreement.
- If services are requested by the CLIENT outside of normal business hours, Dan’s Networks shall provide such service subject to the availability of its representatives, according to the terms and conditions set forth in this Agreement.
- Dan’s Networks shall monitor, advise, and provide supplemental services as defined in this agreement during business hours, unless otherwise specified in Appendix A.3, and in accordance with Dan’s Networks’ Network policies then in effect. Dan’s Networks shall provide scheduled remote and onsite support services in accordance with this agreement. Dan’s Networks’ representatives shall have and the CLIENT shall provide full access to the Network in order to affect the necessary monitoring and/or supplemental services. All services defined in this Agreement shall be provided during regular business hours, unless otherwise specified in Appendix A.3.
- Dan’s Networks shall be obligated to provide service only at the Service Site(s) defined in this agreement as outlined in Appendix A.1. If the CLIENT desires to relocate, add or remove locations, the CLIENT shall give appropriate notice to Dan’s Networks of its intention to relocate sixty (60) days in advance. Dan’s Networks reserves the right to renegotiate service terms with respect to any relocation and/or addition of locations by the CLIENT. Such right includes the right to refuse service to Network at the relocation and/or new site.
- Dan’s Networks is obligated to provide CLIENT with Service Agreements higher-priority response for emergency as well as non-emergency service requests.
How to Contact Service Desk
Ticket: Create a ticket from the DN icon in the system tray.
Things to Do Before Contacting Support
When you call or send a message, please ensure that you have the following detailed and complete information:
- Your name and location and where and how to contact you in case of a problem.
- A description of the problem and its severity.
- Any error messages and what was processing at the time the problem occurred.
- The applications and versions you’re working with.
- Any changes made recently.
- In case of a request or question, a description of request or question and relevant details.
- CLIENT shall provide adequate workspace, heat, light, ventilation, electric current and outlets, internet, remote access, and long-distance telephone access for use by Dan’s Networks’ representatives.
- CLIENT agrees that it will inform Dan’s Networks of any modification, installation, or service performed on the Network by individuals not employed by Dan’s Networks in order to assist Dan’s Networks in providing an efficient and effective Network support response time.
- CLIENT will designate a managerial level representative to authorize all Network Support Services. Whenever possible, said representative shall be present whenever a Dan’s Networks service representative is on-site. This contact information shall be outlined in Appendix A.1, and it is the CLIENT’s responsibility to inform Dan’s Networks of any changes made to this representation thirty (30) days in advance.
- CLIENT agrees that a maintenance window must be established and honored to allow for proper system maintenance, patching and reboots.
Warranties and Disclaimers
Dan’s Networks makes and the CLIENT receives no warranty, express or implied, and all warranties of merchantability and fitness for a particular purpose are expressly excluded. In no event shall Dan’s Networks or any of its Directors, Employees or Other Representatives be responsible for any special, incidental, indirect, or consequential damages of any kind including, without limitations, those resulting from loss of data, income, profit, and on any theory of liability, arising out of or in connection with the services or use thereof even if it has been advised or has knowledge of the possibility of such damages.
The CLIENT shall assume full responsibility for the overall effectiveness and efficiency of the operating environment in which the Network is to function.
CLIENT hereby agrees to indemnify and defend at its sole expense: Dan’s Networks, its employees, agents, representatives, directors and shareholders, from and against any and all claims arising out of or based upon CLIENT’S use of all services, software or hardware provided or serviced as part or in connection with this Agreement, including, but not limited to, claims based on software licensing violations, copyright infringement, trademark infringement and patent infringement. In addition, CLIENT agrees to pay any judgment and costs associated with such claim.
Dan’s Networks and/or CLIENT shall have the right to terminate this Agreement under any of the following conditions:
- If one of the parties shall be declared insolvent or bankrupt.
- If a petition is filed in any court and not dismissed in ninety days to declare one of the parties bankrupt and/or for a reorganization under the Bankruptcy Law or any similar statute.
- If a Trustee in Bankruptcy or a Receiver or similar entity is appointed for one of the parties.
- If the CLIENT does not pay Dan’s Networks within thirty (30) days from receipt of Dan’s Networks invoice and/or otherwise materially breaches this Agreement.
- If Dan’s Networks fails to perform its obligations under this Agreement and such failure continues for a period of thirty days after written notice of the default, the CLIENT shall have the right to terminate this Agreement.
- Either party may terminate this Agreement upon sixty days (60) written notice.
Upon termination, all hardware and software installed by Dan’s Networks that was required to conduct network support services are the property of Dan’s Networks and will be surrendered and returned to Dan’s Networks at end of the agreement within five (5) business days. If, upon the expiration of five(5) business days following the termination of this Agreement, CLIENT fails to return any equipment, hardware or software owned by Dan’s Networks, CLIENT shall pay to Dan’s Networks the fair market price of such items.
Because employees are one of our most valuable assets, policy and professional ethics require that our employees not seek employment with, or be offered employment by any CLIENT during the course of engagement and for period of one (1) year thereafter. Your signature on this document confirms your organization’s agreement to adhere to this professional standard of conduct.
CLIENT acknowledges that Dan’s Networks is involved in a highly strategic and competitive business. CLIENT further acknowledges that CLIENT would gain substantial benefit and that Dan’s Networks would be deprived of such benefit, if CLIENT were to directly hire any personnel employed by Dan’s Networks. Except as otherwise provided by law, CLIENT shall not, without the prior written consent of Dan’s Networks, solicit the employment of Dan’s Networks personnel during the term of this Agreement and for a period of one (1) year following expiration and/or termination of this Agreement, for any reason.
CLIENT agrees that Dan’s Networks damages resulting from breach by CLIENT of this provision would be impracticable and that it would be extremely difficult to ascertain the actual amount of damages. Therefore, in the event CLIENT violates this provision, CLIENT shall immediately pay Dan’s Networks an amount equal to 60% of employee’s total annual compensation, as liquidated damages and Dan’s Networks shall have the option to terminate this Agreement without further notice or liability to CLIENT or Dan’s Networks. The amount of the liquidated damages reflected herein is not intended as a penalty and is reasonably calculated based upon the projected costs Dan’s Networks would incur to identify, recruit, hire and train suitable replacements for such personnel.
This Confidentiality, Privacy and Compliance portion of this Agreement is in addition to other terms and conditions set forth in any and all contracts currently existing or hereafter created between CLIENT and Dan’s Networks. This agreement shall under no circumstances be deemed to alter any such contract except as specifically provided below.
Dan’s Networks acknowledges that in the course of providing services to said CLIENT, Dan’s Networks may learn from CLIENT certain non-public personal and otherwise confidential information relating to said CLIENT, including its customers, consumers or employees. Dan’s Networks shall regard any and all information it receives which in any way relates or pertains to said CLIENT, including its customers, consumers or employees as confidential.
Dan’s Networks shall take commercially reasonable steps to not disclose, reveal, copy, sell, transfer, assign, or distribute any part or parts of such information in any form, to any person or entity, or permit any of its employees, agents, or representatives to do so for any purpose other than purposes which serve CLIENT or as expressly and specifically permitted in writing by said CLIENT or as required by applicable law.
Said CLIENT acknowledges that it also has responsibility to keep records and information of its business, customers, consumers, and employees, confidential.
Said CLIENT also acknowledges that all information and services, consulting techniques, proposals, and documents disclosed by Dan’s Networks or which comes to its attention during the course of business and provided under this agreement constitute valuable assets of, and confidential and/or proprietary to Dan’s Networks.
This provision shall survive termination of this Agreement and any other agreements between CLIENT & Dan’s Networks.
Dan’s Networks shall maintain at its sole expense commercial general liability insurance for personal injury and property damage for a general aggregate of $1,000,000; Professional Liability insurance (AKA Errors & Omissions Liability insurance) for a general aggregate of $1,000,000; worker’s compensation insurance as required by law; and hired and non-owned automobile liability insurance for the combined single limit of $1,000,000. At CLIENT’s request, Dan’s Networks further agrees to furnish CLIENT with certificates, including renewal certificates, evidencing such coverage within thirty (30) days of commencing performance under this Agreement, at every renewal and at other times as may be reasonably requested by CLIENT.