NetCare Service Agreement
Typical full onboarding can take 1 to 2 weeks for a new business client.
1. Engagement
Client hereby engages University PC Care, Inc. ("Service Provider") for an initial twelve (12)-month term to provide services in support of the covered networking devices located at the Service Address(es) identified in Client's service order. Upon expiration of the initial term, and upon expiration of each successive term, this Agreement shall automatically renew and extend for an additional twelve (12)-month term unless one party provides the other with written notice of intent not to renew at least thirty (30) days before the renewal date.
2. Scope of Included Services
NetCare applies only to the networking devices identified as covered in Client's service order or device schedule. Covered networking devices may include routers, firewalls or gateways, switches, wireless access points, network controllers, and similar network-infrastructure devices expressly accepted by Service Provider.
Service Provider will perform the remote or onsite support identified as included in Client's service order and reasonably required to keep or restore covered networking devices online and operational. Service Provider will decide whether to perform services remotely, at the Service Address, or through another appropriate method. Client agrees not to make unreasonable requests for services. See Exhibit A.
NetCare support is directed to the operation of covered networking devices. It does not guarantee that any particular computer, phone, printer, television, smart device, or other endpoint can or will connect to the network, remain connected, reach a particular speed, or work with a particular network feature.
3. Pricing; Additional Services
The Monthly Base Rate stated in Client's service order covers the cost of services within the Scope of Included Services. Charges for additional services requested or required by Client will be determined by agreement of the parties or, in the absence of agreement, charged at Service Provider's standard rates in effect when the service is provided. The Monthly Base Rate does not include hardware, software, equipment, supplies, licenses, internet-service-provider charges, or out-of-pocket expenses unless the service order expressly identifies them as included.
Each additional networking device added after the initial Agreement setup is subject to a setup fee in addition to the applicable change in the Monthly Base Rate. The additional device will be charged the same applicable setup fee that would have applied to that type of device during the initial contract setup, and the amount will be quoted to Client before the device is enrolled.
4. Payment; Suspension or Termination of Services
Payment of the Monthly Base Rate is due on the first day of each month during the term of this Agreement and is delinquent if not paid within ten (10) days of the due date. Client shall pay invoices for any additional amounts due within ten (10) days after receipt. Service Provider may suspend performance of NetCare services or terminate this Agreement if Client does not make payment within the time permitted by this Agreement.
Client may terminate this Agreement if Service Provider fails to meet its obligations under this Agreement, including the Required Performance Standard established by Exhibit B; provided, however, that Client must first give Service Provider written notice of the deficiency and a reasonable opportunity of not less than thirty (30) days to cure it. If Service Provider does not cure the deficiency within that period, Client may terminate by written notice. Client will then owe one additional Monthly Base Rate payment after termination becomes effective, together with any other properly incurred and unpaid charges, but will not owe the remaining Monthly Base Rate payments for the balance of the then-current term.
If Client terminates this Agreement early for any reason other than Service Provider's uncured failure described above, Client must provide at least thirty (30) days' written notice and pay the remaining Monthly Base Rate payments that would have become due through the end of the then-current twelve (12)-month term, together with any other properly incurred and unpaid charges.
4a. Automatic Billing
All price and payment terms are contingent upon successful enrollment in automatic billing by credit card or ACH through Service Provider's online billing portal. Client may decline automatic billing and instead pay quarterly on the first day of each quarter. Quarterly payment is delinquent if not paid within ten (10) days of its due date, and Client will incur an additional $150 processing fee per quarter for payment in this manner.
4b. Check Payments
If Client elects to make a payment by check, an additional thirty-dollar ($30) processing fee will be charged for each check submitted. The check-processing fee is due with the related payment.
5. Price and Terms Adjustments
Service Provider may adjust the Monthly Base Rate when NetCare coverage is extended to additional networking devices or locations, equipment is purchased, Client initiates a substantial change in demand for services, or Service Provider's costs increase. Rates for additional covered devices or service-level changes will adjust at the next applicable billing cycle.
If an adjustment increases the Monthly Base Rate by more than ten percent (10%), Service Provider will provide Client with written notice of the new rate and its effective date at least one full billing cycle before the increase takes effect.
Service Provider may adjust the Terms of this Agreement as needed, effective when the Agreement renews or, if both parties agree, at an earlier date. Client will be notified in writing of any change to these Terms.
6. Use of Software
Authorization to use software provided by Service Provider gives Client a personal, non-exclusive, limited, non-transferable, and temporary license. All rights are reserved. Client may not republish, transmit, distribute, modify, or make unauthorized use of Service Provider software or materials.
7. Ownership of Work Product
Any (a) work of authorship fixed in a tangible medium of expression that is subject to copyright or potential registration, including object code and source code; (b) unpatented invention, part, component, process, technique, program, or method; (c) non-trademarked or non-service-marked distinctive symbol, picture, or word; (d) trade secret; or (e) other copyrightable, patentable, or trademarkable intellectual property associated with ideas, symbols, marks, phrases, writings, drawings, inventions, machines, designs, concepts, techniques, methods, know-how, processes, configurations, documentation, or works of authorship developed or created by Service Provider, Service Provider Personnel, or through collaborative efforts of Service Provider and Client or Client Personnel during this Agreement (collectively, "Work Product") belongs to Service Provider.
Client retains a perpetual, non-exclusive, royalty-free license to use the Work Product in its day-to-day business operations, provided that Client does not disclose, sell, or assign its rights in the Work Product to a third party without Service Provider's express written consent. Upon request, Client will take, and will cause Client Personnel to take, actions reasonably necessary to confirm Service Provider's ownership of the Work Product.
8. Non-Diversion
During the term of this Agreement and for one year after its termination, Client will not recruit or hire an employee, agent, representative, or subcontractor of Service Provider ("Service Provider Personnel"), or directly or indirectly solicit or induce Service Provider Personnel to work for Client or another person or entity except as an employee or representative of Service Provider.
In the event of a breach or threatened breach of this provision, Service Provider may pursue available legal and equitable remedies, including specific performance, temporary restraining orders, and temporary or permanent injunctive relief, without posting bond when permitted by law.
9. Disclaimer of Warranties
NetCare services are provided "as is" and, unless this Agreement expressly states otherwise, without representations or warranties of any kind, express or implied. To the fullest extent permitted by law, Service Provider disclaims all express, implied, and statutory warranties, including warranties of title, non-infringement, merchantability, and fitness for a particular purpose.
Service Provider does not warrant that covered networking devices, software, management platforms, internet access, wireless coverage, network availability, speed, security, or connections will be uninterrupted, error-free, secure, compatible with every endpoint, or free of harmful components. Service Provider does not guarantee that a specific computer or other endpoint will connect to or remain connected to the network.
10. Limitation of Liability
In no event shall Service Provider be liable to Client or another party for special, exemplary, incidental, or consequential damages, including lost profits, whether arising out of contract, tort, strict liability, or otherwise.
11. Actions
No action, regardless of form, arising in connection with performance of this Agreement may be brought by either party more than one (1) year after the date of the occurrence on which the action is based.
12. Good Faith
The parties expressly assume an obligation to act in good faith toward one another in performing their obligations under this Agreement.
13. Miscellaneous
This instrument, together with its service order, device schedule, and exhibits, contains the entire agreement of the parties concerning NetCare and supersedes prior agreements on the same subject. An amendment or variation is valid only when expressly permitted by this Agreement or made in writing and signed by the parties. Service Provider is an independent contractor.
If a provision of this Agreement is held invalid, illegal, or unenforceable, the remaining provisions will remain effective and the Agreement will be construed as though the affected provision had not been included.
Service Provider is not liable for failure or delay caused by events outside its control, including Client's failure to provide information, authorization, access, power, functioning cabling, or compatible equipment; sabotage; transportation or communication delay; internet-service-provider or utility failure; equipment failure or substitution; labor dispute; accident; shortage; technical failure; radio interference; building conditions; or lack of access to a work site.
Headings are for convenience and do not control interpretation. This Agreement is construed and enforced under the laws of the State of North Carolina. It may be executed in counterparts, each considered an original and all together one document.
Exhibit A — Scope of Included Services
Only networking devices listed in Client's service order or device schedule are covered. Client's service order identifies which of the following services are included; an item is not included merely because it appears in this list:
- Remote or onsite support directed to keeping or restoring covered routers, gateways, switches, wireless access points, controllers, and similar networking devices online and operational
- Cloud-based management of covered networking devices
- Monitoring available status, health, and alert information from covered networking devices
- Firmware upgrade management for supported covered devices
- Remote troubleshooting and configuration assistance for covered networking devices
- Guest portal or hotspot support when expressly included in Client's service order
- Coordination with Client or a third-party provider when an external service is contributing to a covered network-device outage
The following are excluded from the Scope of Included Services unless a service order expressly includes them:
- A guarantee that any particular computer, phone, printer, television, smart device, or other endpoint will connect to or remain connected to the network
- Endpoint configuration, repair, operating-system support, application support, or troubleshooting unrelated to the operation of a covered networking device
- A guarantee of any particular internet speed, wireless coverage area, capacity, latency, compatibility, or uninterrupted connection
- Internet-service-provider service, charges, outages, or equipment unless the provider equipment is expressly listed as covered
- Hardware purchases, replacement devices, software licenses, subscriptions, or manufacturer support charges
- Network drops, structured cabling, electrical work, construction, or correction of building and radio-interference conditions
- Projects, redesigns, expansions, migrations, or installation work outside ordinary support for covered devices
- Security incidents, remediation, or recovery beyond the ordinary management of covered networking devices
- Any networking device not listed as covered in the service order or device schedule
- Problems caused by unauthorized resets, relocation, removal, replacement, or reconfiguration of covered devices
- Any unreasonable service request
Exhibit B — Service Guarantee
Service Provider will provide customary, scheduled, and routine services required under this Agreement in a reasonably prompt and timely manner. In addition, Service Provider shall meet or exceed the following requirements during Business Hours when responding to requests involving covered networking devices:
Support Requests Involving Outages
- Initial response to issue: Required within three (3) Business Hours
- Resolution of issue: Required within five (5) Business Days
Requests Involving Non-Outages
- Initial response to issue: Required within twenty-four (24) Business Hours
- Resolution of issue: Required within ten (10) Business Days
“Business Hours” refers to Monday through Friday, 9:00 a.m. to 6:00 p.m. All response and resolution periods are measured only during Business Hours and Business Days. Calls received outside Business Hours will be forwarded to a mobile phone and best efforts will be made to answer or act on the call. Emails received outside office hours will be collected; however, no action can be guaranteed until the next working day.
“Outage” means a covered networking device is offline or non-operational and, as a result, a required network function is unavailable to the organization or individual. An inability of one specific endpoint to connect is not, by itself, a NetCare outage when the covered networking devices are online and operational.
“Non-Outage” means a covered networking-device issue that has an acceptable workaround or another request that does not meet the Outage definition.
Service Provider is responsible for tracking and reporting response times. If, during a three-month period, these requirements are not met at least 90% of the time (the “Required Performance Standard”), Service Provider's performance is deficient for that period.
