1. The Service (“Services”) are provided by Winslow Technology Group, LLC., with a place of business at 303 Wyman Street, Waltham, MA 02451 (“WTG”, “us”, “our”, or “we”), to you (“Client”, “you”, or “your”). Your initial and on-going use of the Service indicates you agree with this Service Agreement. This agreement and its terms shall be governed by and enforced in accordance with the laws of the Commonwealth of Massachusetts.
2. Patches and other software-related maintenance updates (“Updates”) may be provided and applied by WTG. WTG shall install Updates only if WTG has determined, in its reasonable discretion, that the updates will be compatible and are materially beneficial to the features or functionality of the applicable software or hardware. WTG will not be responsible for any downtime or losses arising from or related to the installation or use of any update, provided that the update was installed in accordance with the manufacturer’s or applicable vendor’s instructions. WTG will also not be responsible for any downtime or losses arising from not installing or applying an update or patch.
3. You agree to promptly follow and implement any direction we provide to you. WTG will make a reasonable effort to optimize and configure systems to avoid additional cost, however, depending on the situation, you may be required to make additional purchases or investments. If your failure to follow or implement WTG’s advice renders part or all of the Services economically or technically unreasonable to deliver (in WTG’s sole discretion), then WTG may terminate the applicable SOW for cause. Any services required to correct or remediate issues caused by your failure to follow WTG’s advice or direction, as well as any services required to bring the systems up to minimum requirements, will be billed to you at WTG’s then-current hourly rates.
4. You hereby grant to WTG the right to monitor, diagnose, manipulate, communicate with, retrieve information from, and otherwise access your computer systems for the purpose of providing the Service. It is your responsibility to secure, at your own cost and prior to the commencement of any Services, any necessary rights of entry, licenses, permits or other permissions necessary for WTG to provide the Service. Proper and safe environmental conditions must be provided and assured by you at all times. WTG shall not be required to engage in any activity or provide any Services under conditions that pose or may pose a safety or health concern to any personnel, or that would require extraordinary or non-industry-standard efforts to achieve.
5. You understand and agree that WTG will be required to rely on any direction or consent provided by your personnel or representatives.
6. WTG-provided equipment: Under some circumstances WTG provides equipment to deliver all or part of a Service. If you are in reciept of WTG-provided equipment, except for ordinary wear and tear, you are responsible for protecting the equipment from damage, theft, destruction, and loss of any kind. If the equipment is damaged or lost, you agree to notify us immediately.
7. Services will be performed on a schedule, and in a prioritized manner, as determined by WTG and mutually agreed upon cadence.
8. For NorthstarMS Managed Services: The Services shall commence on the Effective date and shall remain in effect until the Termination date or if the Agreement is terminated by WTG for cause. The Effective date is the first kick-off call to commence the Service and begin onboarding. The Termination date is the duration indicated in the Agreement from the Effective date. Service will automatically renew for a 1-year term at after Termination date, with a 7.5% increase. If no duration is indicated the Agreement is for 1-year.
9. Changes or additions to the Service shall be handled through our standard change process, including a detailed explanation of the change and impact to the overall Service. All change requests require approval by both WTG and Client.
10. WTG shall, in connection with its performance of Services, use reasonable efforts to adhere to all Client’s policies and procedures that have been communicated to and accepted by WTG in writing.
11. The Services are contemplated for the benefit of your environment. As such, WTG is not responsible for your environment. This includes: uptime, data integrity, data breach, security, privacy, and the like. You should retain or have access to an Incident Response provider (via insurance or otherwise). In the event of a breach (or similar), WTG can provide additional services at a fee. Under no circumstances will WTG be responsible for any data lost, corrupted, or rendered unreadable for reasons including, but not limited to: (i) communication and/or transmissions errors or related failures, (ii) equipment failures (including but not limited to silent hardware corruption-related issues), (iii) WTG’s failure to backup or secure data from portions, or (iv) cybersecurity incident/data breach. WTG does not warrant or guarantee that any system will operate in an error-free manner.
12. Each party shall maintain, at its own expense, such insurance as will fully protect itself from any claims or damages for death, and bodily injury, cybersecurity incident, and damage to real and tangible personal property with respect to its own employees and property which it owns or leases or otherwise exerts control over. Each party agrees to furnish evidence of insurance coverage upon the reasonable written request of the other party.
13. Client will pay all fees agreed upon in a WTG quote, SOW or Agreement, including expenses and applicable taxes, if any, within thirty (30) days of the receipt of WTG’s invoice, unless Client reasonably disputes an amount contained on an invoice. Additional or different terms included on a purchase order issued by Client to order, process, or pay for Services, shall not amend these terms; such additional or different terms shall be of no force or effect.
14. In the event Client disputes an invoice amount, Client and WTG agree to use their best efforts to resolve such dispute as soon as possible within sixty (60) days after Client provides written notification and supporting documentation to WTG. Late payments on undisputed amounts shall bear interest at the lesser of one and a quarter percent (1.25%) per month or the highest rate permitted under law.
15. WTG represents and warrants that it shall perform the Service in accordance with industry, OEM and generally accepted standards. In the event Client gives WTG written notice of non-compliance within ten (10) days of Client receiving Services, WTG shall have the opportunity to promptly correct or re-perform the Services.
16. Each party acknowledges that certain information that it shall acquire from the other party is of a special and unique character and shall, provided such materials are clearly marked as such, constitute “Confidential Information”. Having acknowledged the foregoing, each party agrees: (a) to exercise the same degree of care and protection with respect to the other party’s Confidential Information that it exercises with respect and governed by the local regulation(s) to its own Confidential Information, but in no event less than reasonable care; and (b) not to directly or indirectly disclose, copy, distribute, republish or allow any third party to have access to any Confidential Information of the other party.
17. NEITHER PARTY SHALL IN ANY EVENT BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, PUNITIVE, SPECIAL OR SIMILAR DAMAGES INCLUDING, WITHOUT LIMITATION, LOSS OF PROFITS (EXCEPT FOR FEES DUE AND OWING TO WTG), LOSS OF REVENUES, LOSS OF DATA, DATA BREACH, CYBERSECURITY INCIDENT OR FOR COVER AND THE LIKE, EVEN IF EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF THE OCCURRENCE OF SUCH DAMAGES.
18. NEITHER PARTY MAKES ANY OTHER EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE SERVICES TO BE PERFORMED BY WTG OR ANY DELIVERABLES THAT MAY RESULT THEREFROM. BOTH PARTIES DISCLAIM ALL OTHER EXPRESS AND IMPLIED WARRANTIES INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
19. Any changes to these terms shall be ammended to a unique and specific Statement of Work (“SOW”). From time to time, these terms and conditions maybe ammended with our without notice. It is your responsibiliyt to regularly review WTG’s Service Agreement.

WTG NorthstarMS MDP (Managed Data Protection, powered by datto)

These terms and conditions are contemplated in addition to the WTG Services Terms and Conditions (above)

Deliverables

The following services (collectively, “Services”) will be provided to Client: Managed backup and disaster recovery as a service, specifically: hardware, software and services to provide local backup/restore and disaster recovery for scoped/protected data.

The Services include:

* Installation: Physical appliance installation, agent installation, and provisioning of any required cloud services.

* Backup: Backup of Windows, Linux and Mac based servers and/or workstations (physical or virtual). Application protection for Microsoft Exchange and Microsoft SQL Server.

* Reporting: Provide success/failure reports for Services.

* Service Delivery: Service delivery manager, ticketing and incident management, reporting and regular reviews.

* Technical Support: Routine technical support for products and process included in this Service (Service Bank limitation(s) apply).

Assumptions / Requirements / Exclusions

The scheduling, fees and provision of the Services are based upon the following assumptions and minimum requirements:

* Physical location for BDR appliance, including site preparation

* Reliable high-speed Internet connection. Specific requirements derived from “SIRIS, ALTO and DNAS Networking & Bandwidth Requirements” article in the datto knowledge base.

* Protected systems must meet current minimum requirements. Subject to change, these apply at the time of writing (datto knowledge base articles):

* Windows: Pre-Deployment And Ongoing Server Requirements

* Windows System Requirements

* Getting Started With The Datto Linux Agent

* Getting Started With The Datto Mac Agent

* For Microsoft SQL Server, in “Full Recovery Mode”, Services do not include a facility to truncate transaction logs after a backup. If “Full Recovery Mode” is required, (at a minimum), storage for local SQL backups or a separate backup utility is to be provided.

Exclusions: The following services are expressly excluded under this Change Order, and if required to be performed, will be deducted from the Service Bank or billed to Client at WTG’s normal hourly rates.

* Customization of third party applications, or programming of any kind.

* Support for operating systems, applications, or hardware no longer supported by the manufacturer.

* Remediation of underlying System issues preventing the Service from working correctly.

* Running a workload (disaster or test) in the cloud for longer than 30 calendar days. Running a workload longer than 30 days in the cloud is subject to additional fees (scoped at time of disaster).

* The cost to bring the System up to the Minimum Requirements (unless otherwise noted in “Scope of Services” above).

* Setting up and managing Microsoft SQL backups for databases in “Full Recovery Mode”.

* Non-routine technical support (including cybersecurity incident response “IR”).