Summary

We will always do our best to fulfill your needs and meet your goals, and we are providing this to you in writing to clarify the role of each party and to better manage each of our expectations during the term of this Agreement and to detail the responsibilities and rights of both parties in the event of termination. Our terms are not meant to be over complicated and filled with legal jargon, nor are we trying to trick you into agreeing to something that you might later regret. We do want what’s best for the safety of both parties, today and in the future.

IN SHORT

You are hiring Sweetwater Technology Services, Inc to provide IT managed services for your environment. We will act as your internal IT department monitoring your equipment and devices to ensure they are operating properly.  If we detect issues, depending on the nature of the event (impact and urgency), we may automatically repair the issue, or we may contact you to properly schedule a repair, especially if it requires your system to be down for some period of time. You will be assigned a dedicated client success manager to ensure we are meeting your expectations. They will also act as the liaison between your management and our internal support team to coordinate efforts like timelines, budgets and strategic planning so that we are properly aligning our technology efforts to your needs.

We maintain elite partner relationships with vendors like Microsoft, Cisco and Dell (among many others) to provide you with a suite of products and solutions that complement our support services. This helps us both in several ways. First, by implementing the same antivirus, email, backup and other solutions across all our clients, our staff can specialize in one or more of these to provide you better, more knowledgeable, and timely support.  Additionally, we can minimize your down time and reduce the risk of future problems by ensuring our best security practices are being met.

WHAT DO BOTH PARTIES AGREE TO?

As our client, you agree to provide us with the information and accessibility to your equipment and staff that we need to perform the work we are providing to you such as passwords, software licensing, vendor contracts or other relevant information so that we can provide the best support. It’s is not necessary to provide us all passwords, but we will be unable to support your system without reasonable and immediate access. All of the information you provide to us will be kept confidential.

You agree to review our work and provide feedback and sign-off approval, when required, in a timely manner. Our staff plans to complete all services in a professional and timely manner, and we are not responsible in the event of delays in receiving materials and/or approvals from you or your staff that are required for us to complete the work required.

Details​ ​Of​ ​The​ ​Work

We offer three main managed services plans summarized below, and each may be customized to meet your needs. The details of what is included in your agreement are provided in your estimate(s) and/or invoice(s) together with costs.

Levels of Service Plans

Basic/Starter. The basic or starter service plan includes a subset of security and automation solutions to ensure your environment is protected and allows us to provide support with minimal risk. This plan can be paired with a pre-paid discounted block of hours or additionally services can be billed at hour standard hourly rates.

Essentials. The essentials service plan includes a full stack of solutions and services including unlimited remote support to maintain your existing environment. Additional services including on-site support are billed on an hourly basis.

Premium. The premium service plan includes a full stack of solutions, unlimited remote and on-site support services to maintain your existing environment.

Visit Managed Services Plans for current definitions of included solutions. These are subject to change without notice as information security and technology is rapidly changing.  (URL:  https://www.sweetwater-tech.com/managed-services-plan/)

We know from plenty of experience that you need the flexibility to have support whenever you want. Unlimited support is considered requests within reason. We will work within reason to achieve your desired end result. Unlimited support includes maintenance services to keep your covered equipment up and running properly. Professional Services installations including new equipment installations, migrations or project type work are billed separately and not included by this agreement.

In order to maintain client satisfaction, we establish and monitor Service Level Agreements (SLA’s) to ensure our timeliness in responding, beginning work and resolving tickets. Helpdesk Ticket priorities are determined by Severity (# of users affected) and Impact (business workflow).

ELIGIBILITY

In order for us to keep your environment secure and provide the best and most efficient level of service to you, your equipment (workstations, servers, and network equipment) must meet minimum requirements to be eligible for coverage.  If a device does not meet the minimum necessary requirements, we will advise you of any deficiencies and work with you to either properly decommission the device or bring it up to the required standards. Requirements for eligibility are:

  • Workstations, Tablets and Servers
    • Must be a major brand – Dell, HP, Cisco (no white boxes)
    • Must be sized appropriately for the applications it supports
      • Workstation - 4GB Ram minimum. i3, i5, i7 processors or equivalent (Celeron processors are consumer class and should not be used)
      • Server - 16GB Ram minimum
      • Disk - adequate for environment with room to expand (less than 85% utilized)
      • Antivirus solution active
    • Microsoft Windows Operating Systems must be running on a genuine license
      • Be no more than 2 revisions old or be on end of life
      • Must have proper licensing for user/device Cal’s (server)
      • “Home” operating systems are not covered under this agreement
    • Backup hardware must be able to support at least 30 days of incremental backup data
    • Applications must have current support contracts in place
    • Less than 7 years old (5 years preferred) in working order with active manufacturer’s warranty/support agreement
  • Networking Hardware – Firewalls, Switches & routers
    • Less than 7 years old (5 years preferred) in working order with active manufacturer’s warranty/support agreement
    • Commercial/Business grade levels: Consumer grade switching and routing (including firewalls) are not allowed.
  • Operating system updates and third-party software should be updated as new versions are released and the update is recommended by our staff.
  • Hardware should be compatible with and capable of operating all software you request and solutions that are provided to you by our staff.
  • Internet connection should be at least 20 Mbps Download and 20 Mbps upload for efficient and timely offsite backup and remote support.
  • We will review your hardware and software compatibility in detail on an annual basis, or more often as required.

CHANGES AND COVERAGE

We understand your business changes over time and is impacted by changes in the economy, and to recognize this we want to give you the flexibility to change your level of service to meet your needs over time. Changing between service plans is allowed when your current plan is not meeting your needs or is providing more service than required. Fees may apply when downgrading/upgrading you service plan and may require solutions be removed or added. Changing your level of service during the term of an existing agreement will require executing a new service agreement that will replace the existing one in order to avoid any cancellation fees.

Our automation software will automatically reconcile the number of devices we are actively monitoring for you pursuant to your service agreement. Your contracted amount is for the minimum number of devices you will maintain for coverage to qualify for your pricing plan and discounts. Newly added devices to the agreement will automatically be covered and invoiced at the standard price. If you are removing a device from your environment, like recycling it for home use or replacing with a newly purchased device, you must notify us in writing for proper removal of our management solution and to discontinue billing for the device, if allowed.

ITEMS NOT COVERED UNDER YOUR SERVICE AGREEMENT

Almost anything is possible in technology, but there are certain items that are outside of the scope of this agreement. We will do our best to accommodate your needs, but it is your responsibility to understand what we can and cannot do before entering into our service agreement.  It is also your responsibility to ask questions when you have them.

The following is a list of some of the services not covered in this agreement, which is not comprehensive:

  • Website design and development (coding, custom application development), graphic design work and/or data entry
  • Maintenance or annual fees for applications or software packages that are not part of solutions included in this agreement (i.e. your QuickBooks renewal)
  • Support for third-party software; and we recommend you have support agreements in place with these vendors if we do need to contact them
  • Repairs due to modifications of equipment made by your employees or a third-party provider
  • Training services for computer repair services, IT repairs, or troubleshooting
  • Security systems and/or telephony equipment not provided by us
  • Professional Services projects and hourly services for work performed excluding the maintenance of devices included on managed services agreement. For example, if you purchase a phone system and request us to install or service that system, this would be a separate billable project
  • Emergency or After-Hour Services, if required, will be billed at respective rates and are not included in your agreement, unless specified.
  • If your network is vulnerable because you have failed to approve a project or eliminate an issue that our staff recommended and has brought to your attention in writing, services to remediate are billable at the applicable hourly rate
  • Disaster Recovery services are billable at standard hourly rate

TECHNICAL SUPPORT

In an effort to streamline communications, any and all service requests will be available via:

  • Call our office at (307) 362-7879
  • Log in online to your Client Portal: https://sweetwater.myportallogin.com
  • Email helpdesk@sweetwater-tech.com or reply to any of our Help-desk support emails

For after-hours and emergencies, we recommend you call the office to be routed to a tech on-call for the quickest service.

Terms

This agreement is between you and Sweetwater Technology Services, Inc.  Subject to the terms and conditions set forth in this agreement, we will provide services, subject to the following terms:

LENGTH OF SERVICE

This agreement shall have an initial term of one year from the effective date. Upon expiration of the initial term, this agreement shall automatically renew for a period of one year.

SERVICE START DATE

Service shall begin when we receive payment for the first term of service. The first payment shall be due in advance of any service provided.

RENEWAL

This agreement will renew automatically for an additional 12-month term on its anniversary.

UPDATES TO TERMS & RATES

Terms and rates subject to change. If terms of this agreement or rates are changed, we will provide 30 days’ written notice. Failure to respond within 30 days of notification shall be acceptance of any contract revisions and rate changes. Rate and term changes will go in affect at the end of the 30-day period. Email notification will be primary method of written notice, which will be delivered to the primary contact on the clients’ account. Client must notify Sweetwater Technology Services, Inc. in writing to change the primary contact.

Rates may increase based on our true cost increases for the tools included as part of your security and maintenance plan and will not occur more than annually.

Unlimited support plan pricing is calculated using averages of the number of service tickets and support hours utilized by company size. Your account will be reviewed regularly by an account manager to ensure your services are within the contractual estimated hours. If your usage consistently exceeds the estimated hours, the account manager will work with you to align your plan pricing with your support usage.

MONEY-BACK GUARANTEE

If within ninety (90) days of receiving your first services, you are dissatisfied with our work, you may terminate this agreement and receive a full refund of your first invoice for services provided. You will not be entitled to keep any hardware or solutions we have installed on your equipment.  You will not be entitled to a refund caused by your breach of this agreement, such as by not providing us with the necessary information that we have requested and require in order to provide services to you. We will make our best effort to resolve any problems and offer to repeat any services at no charge prior to issuing refunds. Our money-back guarantee is to ensure we are honoring our services and compensate you for any negligence on our behalf, if applicable. Refunds are not issued for reasons outside of our control, for instance if your organization has budget cuts or management changes. Refunds will be given as a courtesy and at our sole discretion. To be eligible to receive a refund, your invoice must have been paid.

In order to request a refund during the 90-day period, you must complete the Refund Request form (found at this URL:  https://www.sweetwater-tech.com/refund_request/) .  This is the only acceptable way to request a refund.

PAYMENT

Agreement Invoices will be billed in the first seven business days of each month with Net 15 terms. Some agreement items are billed per license (user/device) and others are usage based (Azure). Usage based data is not available until a few days after the first of each month. If you purchase products or have hourly services above your normal agreement invoice, these invoices will be generated after said services are provided. Proration will occur for the first month of agreements commence on a day other than the first of the month.

18.99% APR interest fees will be assessed on past due invoices.

OTHER SERVICES

We do offer additional services not covered under the service agreement. Those other services may include security, telephony, website design or other consulting services. Those services will be invoiced separately and subject to the terms and conditions found on their respective invoice(s), and/or estimate(s).

Termination

Either party may terminate this agreement with thirty days written notice to the other party prior to the anniversary date. This agreement, if cancelled during the allowed period, can be cancelled without penalties.

We may terminate this agreement at our sole discretion upon the occurrence of one or more of the following events:  1) Failure to make payments when due;  2) failure to comply with any provisions of the agreement upon receipt of written notice from us regarding said failure; 3) upon you filing any application for bankruptcy or otherwise seeking relief from creditors;  4) upon mutual agreement in writing of both parties. If the agreement is terminated due to failure to make payment, we reserve the right to maintain possession of any hardware, domain registration or other solutions until all unpaid invoice balances are paid in full.

Upon termination, your company or organization will be responsible for all charges incurred up to the date of termination and, if applicable, costs caused by early termination. 25% of the remaining balance under the current contract term will be due for early cancellations or cancellations without proper notification.

All solutions that we have provided to you (automation agent, antivirus protection, MS Office, backup software) and remote access will be removed from your system upon termination of your service agreement. In the event of service termination, the Client agrees to pay a flat offboarding fee of $950, which covers removal of service provider tools, transfer of documentation, and coordination with the Client’s new vendors. License information, passwords or other documentation we have stored on your organization for licenses purchased by you will be provided at no cost if your account is not past due.

To terminate this agreement, you agree to complete our online, 30-Day Cancellation Notice form and signing the Cancellation Agreement (found at this URL:  https://www.sweetwater-tech.com/cancellation_request/).  This is the only permissible way to request an account cancellation. In the event of early cancellation, the fees set forth above shall apply.

Disputes

If legal proceedings are commenced by either party to resolve a dispute arising out of, or relating to, this agreement, the prevailing party will be entitled to recover all costs, legal fees, and expert witness fees, as well as any costs or legal fees in connection with any appeals.

ARBITRATION

In the event that there shall be a dispute arising out of or relating to this Agreement, any document referred to herein or centrally related to the subject matter hereof, or the subject matter of any of the same, the parties agree that such dispute may be submitted to binding arbitration in Green River, Wyoming, U.S.A., under the auspices of, and pursuant to the rules of arbitration (the “Rules”) of, the American Arbitration Association. Except as set forth in this Section 8.2(c), the arbitration shall proceed pursuant to the Rules in effect on the date the demand for arbitration is served.  In the event of arbitration, the parties shall attempt to reach agreement on the selection of a single impartial arbitrator.  If the parties are unable to agree on a single impartial arbitrator, each party shall select one impartial arbitrator and those arbitrators shall select a single impartial arbitrator who shall thereafter conduct the arbitration as the sole arbitrator.  The arbitrator selected shall be competent in the legal and technical aspects of the subject matter of this Agreement. The arbitrator shall not limit, expand or modify the terms of this Agreement nor award damages in excess of compensatory damages.  Any party to the arbitration may seek conservatory or interim measures in accordance with the Rules.  The prevailing party in the arbitration shall be awarded all attorney fees and costs incurred in the arbitration.  The final award shall specify the factual and legal bases for the award, if any.  Any final award or decision issued as a result of such arbitration shall be final, binding and conclusive between the parties, and shall be enforceable by any court having jurisdiction over the party against whom enforcement is sought.  Each party to this Agreement hereby consents to jurisdiction and venue of the Sweetwater County, State of Wyoming courts for any court proceedings to enforce any such final award or decision.  The content, testimony and result of the arbitration, including any final award or decision issued by the arbitrators, shall be held in strict confidence by all participants.   Except where clearly prevented by the subject matter of the dispute, each party to this Agreement shall continue performing its respective obligations under this Agreement while the dispute is being resolved.

Additional Provisions:

We will provide our services during normal business hours. Services performed outside of the normal business hours, or on public holidays, shall be subject to hourly rate charges.  See Rates & Business Hours appendix.

You are responsible for the accuracy & integrity of your data. We are not responsible for deletion, modification, destruction or other loss of data.

We are not responsible for any Internet, telephony or other third-party service provider’s uptime, availability, outages or non-performance.

We cannot guarantee network stability, or the proper function of equipment not purchased or configured by us and introduced into your network.

In no event shall our company, employees or agents, be liable for any indirect, incidental or consequential damages, including lost revenues, lost profits, loss of business, and loss of data arising directly or indirectly from the services we provide or any failure to provide those services.

You agree to purchase legally licensed software. We are not responsible if your organization has obtained illegal or illegally licensed software.

On-site services required outside a 20-mile radius of 2241 Foothill Blvd Unit Rock Springs, WY 82901 will be billed outside of the service agreement. Such services will also include mileage, per diem and lodging & travel fees, where applicable. See Rates & Business Hours appendix.

We will not intentionally perform activities to compromise data security or confidentiality. You acknowledge that the Internet and communications over it are not guaranteed to be secure and that connecting to it provides opportunity for unauthorized access to computer systems and data stored therein. Data transferred and stored through the internet may not remain confidential. Use of the Internet is done at your risk and responsibility.

Although, we provide security training, recommendations and best practices, it is your responsibility to ensure your staff members do not share or reuse passwords and use complex passwords for business sites or applications. We also recommend against staff members introducing personal devices into your business network, like personal laptops or mobile phones. We will create a segregated WIFI network for guest access, provided you have hardware that supports it.

We may identify additional items that need purchased by you for us to meet your expectations and to sufficiently maintain an operative and secure IT Infrastructure. We will work in good faith with you to budget and/or plan for such purchases and provide estimates, when possible. We do not require that you purchase all hardware/software through us, but we will work to get the best pricing and discounts for you and we stand behind our recommendations. Any support for equipment that is not eligible or is not purchased through us, will be billed on an hourly basis.

If you fail to purchase hardware or approve projects to meet our recommendations and best practices, it will compromise our ability to satisfy our service requirements and will compromise your level of service.

Neither party has the right or authority to assume or create any obligation or responsibility on the part of the other party. This agreement shall not be construed as a partnership or joint venture between parties. You specifically agree not to recruit or hire our employees and we agree not to hire yours during the term of this agreement and for a period of one year after.

Failures due to acts of God, building modifications, power failures or other adverse environmental conditions or factors that are out of our control are not our responsibility.

This Agreement shall be governed by the laws of the State of Wyoming.

IN WITNESS WHEREOF, the parties hereto have caused this Agreement to be signed by their duly authorized representatives as of the date set forth below. Your Company accepts the offer of Sweetwater Technology Services, Inc. to render the services described in this agreement.