Spector – Terms of Service – Supplementary Terms – Subcontract Block Of Time

Supplementary Terms for the supply of Block of Time Services
The Services set out in these Supplementary Terms shall be supplied by Spector to the Client on the terms and conditions set out in Spector’s General Terms and Conditions and the terms and conditions of these Supplementary Terms. All definitions set out in the General Terms and Conditions shall, unless otherwise specified below, have the same meaning when used in these Supplementary Terms.

1. SUPPLEMENTARY DEFINITIONS

Block of Time means pre-paid time purchased by the Client and to be used by Spector for the supply of IT Support Services.
Configuration means the configuration of the IT Equipment, including hardware, installed software and all associated settings and or parameters as documented in the Site Documentation.
Data Security Event means a breach of the security of the End Customer’s infrastructure resulting in loss or damage, including loss of usernames, passwords, Personal Data; crypto-locking or other Malware-related damage.
Desktop (‘Endpoint’) means all computing devices save Servers, including desktop computers and laptop computers which collectively form a sub-set of the IT Equipment.
End Customer means the customer of the Client, to whom Spector will provide the Services, on behalf of the Client.
End User means a user of the IT Equipment
Helpdesk means Spector’s dedicated team of qualified support specialists
Hours of Cover means the hours of cover set out in the Service Schedule
IT Equipment means Servers, Endpoints and any other electronic devices that are installed or used at the End Customer’s Site, which is documented in the Site Documentation
IT Infrastructure means the IT Equipment, Local Area Network and their respective configuration
IT Support Services means IT support services described in the Service Schedule
Local Area Network (‘LAN’) means the network infrastructure at the End Customer’s Site
Line of Business Application means the software which is installed on the IT Equipment and is provided by the End Customer.
Network Equipment means network components save cabling, including switches, routers, Wi-Fi controllers, Wi-Fi and access points, which comprise a sub-set of the IT Equipment
Server means IT Equipment that functions as a Server.
Site means End Customer’s site at which IT Equipment is located, as set out in the Quote.
Site Documentation means the documentation of the IT Equipment and its Configuration, as supplied by the Client to Spector at the commencement of this Agreement and updated to reflect any changes made by the Client during the term of this Agreement.

2. TERM
This Agreement will come into effect on acceptance of the Client’s Quote by Spector and shall run until terminated by either party in accordance with the provisions of clause 9.

3. PROVISION OF SERVICES

IT Support Services are provided to support the End Customer’s on-premise IT systems on behalf of the Client. IT Support Services will be provided by Spector primarily at the End Customer’s Site. The IT Support Services to be provided hereunder shall include those described in the Service Schedule.
During the term of this Agreement, Spector shall be entitled to make alterations to the Configuration of the IT Equipment. Such alterations may result in temporary disruption to the availability of the IT Equipment and Spector will use reasonable endeavours to minimise such disruption and will provide as much notice as possible prior to such disruption.
Spector cannot guarantee and does not warrant that the IT Support Services shall result in the IT Equipment operating free from interruptions or temporary degradation performance quality.

3. ACCEPTABLE USE

The Client agrees procure that the End Customer shall use the IT Equipment in accordance with the relevant provisions of this Agreement, any relevant Service literature and all other reasonable instructions issued by Spector from time to time.
The Client agrees to procure that the IT Equipment is not used by the End Customer’s End Users to:
- Post, download, upload or otherwise transmit materials or data which is abusive, defamatory, obscene, indecent, menacing or disruptive
- Post, download, upload or otherwise transmit materials or data uploads or make other communications in breach of the rights of third parties, including but not limited to those of quiet enjoyment, privacy and copyright
- Carry out any fraudulent, criminal or otherwise illegal activity
- In any manner which in Spector’s reasonable opinion brings Spector’s name into disrepute
- Knowingly make available or upload file that contain Malware or otherwise corrupt data
- Falsify true ownership of software or data contained in a file that the End User makes available via IT Equipment
- Falsify user information or forge addresses;
- Act in any way which threatens the security or integrity of the IT Equipment, including the download, intentionally or negligently, of Malware
- Violate general standards of internet use, including denial of service attacks, web page defacement and port or number scanning
- Connect to the IT Equipment insecure equipment or services able to be exploited by others to carry out actions which constitute a breach of this Agreement including the transmission of unsolicited bulk mail or email containing infected attachments or attempts to disrupt websites and/or connectivity or any other attempts to compromise the security of other users of our network or any other third-party system
The Client shall procure that the End Customer acknowledges that it responsible for all data and/or traffic originating from the IT Equipment.
The Client agrees to procure that the End Customer shall immediately disconnect (and subsequently secure prior to reconnection) equipment generating data and/or traffic which contravenes this Agreement upon becoming aware of the same and/or once notified of such activity by Spector or the Client.
Subject to the provisions of sub-clause 10.13 of the General Terms and Conditions, the Client shall indemnify Spector against any third-party claims arising from the Client’s or End Customer’s breach of the terms of this clause 4.

5. CLIENT’S OBLIGATIONS
During the term of this Agreement, the Client shall:

Pay any additional Charges levied by Spector resulting from effort being requested that is in excess of the remaining balance of Block of Time.
Maintain the Site Documentation and ensure that it is available to Spector at all times.
Accept that is the Client’s responsibility to take all reasonable steps, including the implementation of anti-virus systems, firewalls and staff training to prevent the introduction of Malware into the IT Equipment.
Procure that during term of this Agreement the End Customer maintains a level of cyber-breach insurance cover that is appropriate to the risks associated with accidental destruction, damage, loss or disclosure of Customer Data; general insurance to cover loss of or damage to the IT Equipment; and
- In response to reasonable requests made by Spector, provide evidence to show compliance with this sub-clause
- Not do or omit to do anything which would destroy or impair the legal validity of the insurance
- If the End Customer suffers a Data Security Event and the Client subsequently requests assistance from Spector, ensure that such request for assistance will not breach the terms of the insurance policy prior to requesting assistance from Spector
- Acknowledge that insurance will not relieve the Client of any liabilities under this Agreement
The Client shall procure the End Customer’s consent to Spector, its employees and sub-contractors accessing the IT Equipment, for the sole purpose of providing the Services.

6. SPECTOR’S OBLIGATIONS
During the term of this Agreement, and subject to the performance by the Client of its obligations hereunder, Spector shall:

Provide the Services described in the Service Schedule.
During the Hours of Cover, make available a Helpdesk that shall manage the resolution of all Incidents raised by the Client.
Respond to Incidents reported by the Client and make reasonable endeavours to repair any Incident that is within the IT Equipment.
Advise the Client any changes it makes to the IT Infrastructure during the course of resolving an Incident.
If in the course of resolving an Incident, Spector identifies a solution that involves either cost to the End Customer or a significant change to the IT Equipment or IT Infrastructure, Spector will report such to the Client and not discuss such with the End Customer.
On request by the Client, Spector will provide a report detailing the number of remaining balance of Block of Time.

7. Clause Intentionally Unused

8. GENERAL

If Spector resets any passwords during the execution of the Services, it shall be the Client’s sole responsibility to procure change of such changed passwords and ensure that such changes are compliant with any security policy that may be in effect.
The Client acknowledges that if it elects not to take advice in given by Spector in relation to the security and performance of the IT Equipment there may be a resulting risk to the integrity of the IT Equipment and that Spector shall not be liable for any degradation in integrity or security resulting from such decision.
The service level agreement set out in paragraph 3 of the Service Schedule shall not apply unless the Client makes an initial commitment to purchasing a minimum of ten Block of Time and further commitments of not less than five Block of Time per three months thereafter.

9. TERMINATION

In addition to the provisions of clause 11 of the General Terms and Conditions, this Agreement may also be terminated:
- By either party by giving the other not less than thirty days’ notice in writing to terminate at any time.
- By the Client giving thirty days’ notice in writing if Spector makes a change to the Services or terms of this Agreement which is materially disadvantageous to the Client (for the avoidance of doubt, not including changes to Charges) PROVIDED THAT such notice is given within twenty eight days of the effective date of the change and such change does not arise from a statutory requirement issued by government, a regulatory body or other competent authority.
Unless this Agreement is terminated for convenience by Spector, on termination any remaining Block of Time will be forfeited.
By Spector with thirty days’ notice if the Client fails to purchase Block of Time when due.

10. CHARGES AND PAYMENT

The Client agrees to initially and thereafter quarterly pre-purchase sufficient Block of Time to cover the anticipated effort to be expended by Spector.
The cost of a Block Hour will be set out on each Quote.
As Spector carries out work on behalf of the Client, the number of remaining Block of Time will decrease according to the number of hours or part thereof expended during the resolution of an Incident.
If at any time the remaining balance of Block of Time is insufficient to cover any work requested by the Client, on conclusion of such work (‘Excess Work’) Spector will charge the Client, at the same rate as set out on the previous periodic Quote, for the Excess Work; however
- The provisions of sub clause 10.4 are intended to simplify the operation of this Agreement in the event that Excess Work genuinely arises and does not affect the Client’s obligation to purchase Block of Time on a quarterly basis.
Any unspent Block of Time remaining at the end of each charging quarter will be forfeited and the Client will be required to purchase further Block of Time prior to any work being carried out by Spector.

11. LIMITATIONS AND EXCLUSIONS

In addition to the terms set out in clause 12 of the General Terms and Conditions, Spector shall also be entitled to suspend the provision of Services, in whole or part, without notice due to Spector being required by governmental, emergency service, regulatory body or other competent authority to suspend Services.
This Agreement and the Services provided by Spector do not include:
- The maintenance or support of any equipment that is not listed in the Site Documentation
- The supply of any consumables
- Software including third-party application and Line of Business Application support
- Supply of software or software licences
- The provision of development projects, including programming and scripting
- Any pro-active services, including the supply of patches, anti-virus and system monitoring
- Cabling and electrical installations
- Provision of the Services outside the Working Day

Spector may at its sole discretion provide any of the excluded services listed in this sub-clause 11.2, and charge for the supply thereof at its prevailing rate.

Service Schedule
1. Services
Spector will provide on-site support at the End Customer’s Site. Support activity will include:
Providing “remote hands” assistance to the Client
Resolving printer configuration and connectivity issues
Resolving connectivity issues
Endpoint set up and configuration

2. Helpdesk

There are no restrictions on the number of Incidents that the Client can report to Spector’s Helpdesk. Spector’s Helpdesk provides:Management of the resolution of Incidents within IT Equipment that are reported by the Client
Escalation management if required in the event of protracted Incident resolution
There are no restrictions on the number of on-Site visits that Spector will make to support the IT Equipment
The Client may raise Incident reports by one of the following methods:
By Email to Spector’s Helpdesk: support@Spector.ie
By Telephone to Spector’s Helpdesk: +353 1 6644190
The Helpdesk is available during the Hours of Cover, which are from 8.00am to 6.00pm Monday to Friday, excluding bank and public holidays.
When reporting an Incident, the Client should provide the following information:
Name of Client and person reporting the Incident
Contact telephone number
Description of the Incident
Description of actions taken prior to the Incident occurring
Explanation of how the Incident has been diagnosed
Any other relevant information
Spector will prioritise, respond to and progress Incidents in accordance with paragraph 3 of this Service Schedule.

3. Service Level Agreement

Subject to the provisions of sub-clause
8.3, Spector’s response and recovery targets are:
Block Hrs SLA
Spector shall make reasonable endeavours to meet the targets set out in this paragraph 3. Failure by Spector to meet such targets shall not be deemed a breach of this Agreement.

4. Complaint Handling
If dissatisfied with any Services-related matter, the Client should make a complaint using the following escalation path. If the complaint remains unresolved, the Client should escalate to the next level in the escalation path.

Email Support@spector.ie
Communicate with Spector Operations Team – 01 6644190, email ops@spector.ie
Communicate with Senior Management – 01 6644190, email P1@spector.ie

Escalation Level Role Contact Details
David Dunwoody – Service Desk Team Lead, david.dunwoody@spector.ie
Jamie Crooks– Operations Manager, jamie.crooks@spector.ie
Complaint Handling Contacts
Kane Caswell – Commercial Manager, kane.caswell@spector.ie

Formal complaints can be made by e-mail or telephone, and will be responded to within three Working Days.

Spector – Terms of Service – Supplementary Terms – Subcontract Block Of Time

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