Spector - Terms of Service - Supplementary Terms - Cloud Services

Supplementary Terms – Managed Cloud 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

Cloud-Based Utilities means the collection of ancillary third-party provided services, including backup, anti-Malware, and monitoring services which will be used by Spector in support of the Managed Cloud Services.
Data Centre means the relevant Spector or 3rd party partner facility built to securely house IT computing systems such as servers, storage systems and network devices.
Domain Name means a unique name that identifies a website or other services that communicate via the Public Internet.
Emergency Maintenance means maintenance that Spector may not be able to provide prior notice of.
End User means a user of the Services subscribed to by the Client.
Helpdesk means Spector’s dedicated team of qualified support technicians.
Hours of Cover means the hours of cover set out in the Service Schedule, unless amended on the Quote.
Line of Business Software means software that addresses client business needs.
Managed Cloud Services means the services set out on the Quote and described in the Service Schedule.
Planned Maintenance means maintenance that is carried out during the period set out in the Service Schedule.
Platform means the infrastructure, including physical and virtual servers, storage systems, communication and network devices.
Services means Managed Cloud Services, Subscription Services and Helpdesk.
Virtual Desktop means a software implementation of a desktop device that executes software programs which simulates the functions of a physical desktop device. A Virtual Desktop is hosted within a Virtual Server.
Virtual Server means a software implementation of a physical server that executes software programs which simulates the functions of a physical server. A Virtual Server is hosted within a Data Centre.

2. TERM

This Service Agreement will be deemed to come into effect on acceptance of the Client’s Quote by Spector and shall run until the RFS Date (the ‘Run-Up Period’) and following the RFS Date for the Minimum Term as set out in the Quote.
This Service Agreement shall continue to run after the expiry of the Minimum Term (or subsequent Additional Term) for an Additional Term. The duration of the Additional Term shall be one year unless otherwise agreed in writing. In the event that:
- The Client serves not less than sixty days’ notice prior to the end of the current term to terminate this Service Agreement in accordance with clause 9 hereof, this Agreement shall terminate at the end of the Minimum Term or any Additional Term thereafter;
- If the Client fails to serve notice to terminate, the Agreement shall continue in force for an Additional Term.

3. PROVISION OF SERVICES

Managed Cloud Services are a Desktop as a Service (DaaS) service that is provided by Spector, which is accessed by the Client using independently supplied network services, which for the avoidance of doubt, are not covered by the terms of this Agreement. Managed Cloud Services may include any of the following Service Components, as set out on the Quote:
- Provision of hosted computing resources, which will provide Virtual Desktops for a fixed number of End Users;
- Provision of hosted computing resources, which will provide hosting for third-party applications;
- Subscription to Microsoft Azure Services and if set out on the Quote, subscription to Microsoft 365 applications (collectively, the ‘Subscription Services’);
- Backup services;
- Monitoring services;
- Platform Administration;
- Patch Management;
- Anti-Malware;
- Managed Firewall;
- Helpdesk;
The Client acknowledges that the Subscription Services will be provided directly to the Client by Microsoft.
The Client hereby appoints Spector as its agent for the purposes of registering the Client’s subscription to the Subscription Services, maintaining the Client’s subscription to the Subscription Services and billing the Client for the subscription to the Subscription Services; and
- Authorises Spector to subscribe to the Subscription Services set out on the Quote, on its behalf; and
- Agrees to at all times comply with and be legally bound by the terms of Microsoft’s prevailing licence and / or service terms for the use of the Subscription Services; and
- Acknowledges that it is the Client’s sole responsibility to obtain a copy of such terms and conditions and to comply therewith; and
- Agrees that any breach by the Client of Microsoft’s terms and conditions shall be deemed a breach of this Service Agreement.
In respect of any Domain Name that the Client supplies to be linked with email hosting components of the Subscription Services, the Client confirms and warrants that it is the owner of or that it has been licensed by the owner to use, any relevant trademark or name as the domain name and indemnifies Spector against all claims and proceedings arising from infringement of any Intellectual Property rights of any third party in relation to the Domain Name.
Spector shall use reasonable endeavours to provide each of the Services set out on the Quote to the Client, from the RFS Date. Spector shall use reasonable endeavours to provide the Services twenty-four hours per day, subject to the limitations expressed in this Agreement.
The Client acknowledges that the RFS Date shall not be dependent on any planned migration onto the relevant Services or when the Client commences using the Services.
During the term of this Agreement, Spector shall be entitled to:
- Change the technical specification of the Services for operational reasons, statutory or regulatory requirements PROVIDED THAT such changes do not materially adversely affect the quality or performance of the Services;
- Make alterations to the Services. Such alterations may result in temporary disruption to the Services and Spector will use reasonable endeavours to minimise such disruption and will provide as much notice as possible.
Spector provides Cloud-Based Utilities under the terms of this Agreement; and:
- Spector shall use reasonable endeavours to provide the Cloud-Based Utilities 24 x 7 x 365;
- Spector cannot guarantee and does not warrant that the Cloud-Based Utilities will be free from interruptions, including:
  - a) Interruption of the Cloud-Based Utilities for operational reasons and temporary degradation of the quality of the Server Monitoring services;
  - b) Interruption of the network connection between the Cloud-Based Utilities and the Managed Cloud Services; and
  - c) Any such interruption of the Cloud-Based Utilities referred to in this sub-clause shall not constitute a breach of this Agreement.
Although Spector will use reasonable endeavours to ensure the accuracy and quality of the Services, the Services are provided on an “as is” basis and Spector does not make any representations as to the accuracy, comprehensiveness, completeness, quality, currency, error-free nature, compatibility, security or fitness for the Client’s purpose of the Services.
Spector cannot guarantee and does not warrant that the Services will be free from interruptions, including interruption of the Services for operational reasons and temporary degradation of the quality of the Services.

4. ACCEPTABLE USE

The Client agrees to use the Services in accordance with the provisions of this Agreement, any relevant Service literature and all other reasonable instructions issued by Spector from time to time.
The Client agrees to ensure that the Services are not used by its 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
- Send or knowingly receive data in such a way or amount so as to adversely affect the Platform (or any part thereof) which underpins the Services
- Carry out any fraudulent, criminal or otherwise illegal activity
- Obtain access to restricted areas of the network, data, systems or services
- In any manner which in Spector’s reasonable opinion brings Spector’s name into disrepute
- Knowingly make available or upload files that contain Malware or otherwise corrupt data
- Falsify true ownership of software or data contained in a file that the Client or End User makes available via the Services
- Falsify user information or forge addresses
- Act in any way which threatens the security or integrity of any computer system
- Violate general standards of internet use, including denial of service attacks, web page defacement and port or number scanning
- Connect to the Services insecure machines 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
- Send email to anyone who does not wish to receive it
- Operate, host, provide hosting facilities to or assist in any way any web site, email address, or any other online service which is advertised or promoted by means of unsolicited bulk email (whether commercial or informational), any mass messaging facility or any other form of abusive electronic communication. This prohibition applies whether the abusive communication takes place using Spector’s Services, or otherwise. Clients who are hosting providers in particular should take care to ensure that their own acceptable use policy includes a prohibition of services advertising to unsolicited email recipients, since Spector shall be entitled to demand immediate suspension of access to Services advertising to unsolicited email recipients, once such services are drawn to its attention.
The Client acknowledges that it is responsible for all data and/or traffic originating from the machines and/or networks that it has connected to the Services.
The Client agrees to immediately disconnect (and subsequently secure prior to reconnection) machines generating data and/or traffic which contravenes this Agreement upon becoming aware of the same and/or once notified of such activity by Spector.
The Client acknowledges that it is solely responsible for its / its End User’s use of the Public Internet and any web pages owned and/or operated by the Client or anyone the Client permits to use the Services and that are connected to the Services.
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 breach of the terms of this clause 4.

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

Pay all additional Charges levied by Spector, including but not limited to those arising from usage-based components of the service.
Ensure that usernames, passwords and personal identification numbers are kept secure and:
- On a regular basis, change access passwords for all Equipment that in the Client’s reasonable opinion may be liable to access by unauthorised persons.
Agree that in all instances where it attaches Equipment that has not been provided by Spector to the Services that such Equipment shall be technically compatible and conforms to any instruction issued by Spector in relation thereto.
Accept that in the event that it attaches Equipment that does not comply with the provisions of sub-clause 5.3 and such Equipment in the reasonable opinion of Spector is causing disruption to the Services, Spector shall be entitled to suspend the provision of the Services forthwith.
Accept that is the Client’s sole responsibility to take all reasonable steps to prevent the introduction of Malware into the Services via the Client’s Equipment or Software, including the installation of anti-Malware software on such Equipment.
Be solely responsible for ensuring compliance with the terms of licence of any software that it supplies for use with the Services.
Use the Subscription Services in accordance with the provisions of Microsoft’s terms and conditions of use, this Service Agreement, any relevant service literature and all other reasonable instructions issued by Spector or Microsoft from time to time.

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 set out in the Service Schedule, subject to any service limitations set out in the Quote, these Supplementary Terms and the Service Schedule.
Respond to Incidents raised by the Client and make reasonable endeavours to repair any Incident that is within the Services or directly caused by Spector, its employees, agents, subcontractors or suppliers:
Notify Client when it becomes aware of the RFS Date, and shall immediately notify Client of any subsequent change thereto.
Make reasonable endeavours to provide the Services by the RFS Date.
Prior to the RFS Date, provision Managed Cloud Services, including the installation and testing of the Software and any Line of Business Software as set out on the Quote.
Make reasonable endeavours to provide reasonable notice of any bona fide restriction which, for operational reasons Spector may place on the Services.
Register and maintain the Client’s subscription to the Subscription Services set out on the Quote.

7. Clause Intentionally Unused

8. GENERAL

Cloud-Based Utilities, which include anti-Malware, is provided on an “as is” basis, without warranty, guarantee of fitness for purpose or suitability for the Client’s purpose; and
- Spector cannot guarantee a 100% Malware detection and protection rate. Therefore, Spector can accept no liability for any damage or loss resulting directly or indirectly from any failure of the service to detect Malware, or wrongly identifying software as suspected to be Malware which subsequently proves not to be so, unless such failure results directly from the negligence of Spector, its employees or subcontractors.
If the Client requires installation of additional third-party software, such shall be subject to a new Quote and Spector shall be entitled to perform an acceptance test on any application prior to installation
- If the software passes the acceptance test, Spector will then install and configure the application on guidance from the software vendor
- The Client shall be responsible for providing full installation instructions including any configuration details to Spector in advance
- Spector shall charge the Client for acceptance test and installation at its prevailing rate
- Notwithstanding any acceptance by Spector as contemplated in this sub-clause, if, in the reasonable opinion of Spector, installed third-party software causes an Incident in the Services, Spector shall be entitled to disable or remove the third-party software at any time
Spector shall be entitled to carry out Planned Maintenance, on reasonable notice and the Client acknowledges that
- Such Planned Maintenance may cause disruption to the performance or availability of the Services; and
- Any disruption to the availability of the Services shall not be included in the calculation of monthly Platform availability.
Spector may carry out Emergency Maintenance at any time; Spector will endeavour to provide as much notice of such Emergency Maintenance as reasonably possible.
Spector will from time to time issue de-support notices against specific older versions of installed Software products and will provide as much notice as is reasonably possible. During the notice period, Spector will attempt to provide an upgrade path in consultation with the Client.
If Spector receives notification of a copyright infringement report, a request to provide a copyright infringement list, an order to impose a technical restriction or any other notice, request or order, the Client will do everything reasonably required by Spector to ensure that Spector and the Client will be in compliance with their respective obligations in respect of the provision of the Services.

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 sixty days’ notice in writing to terminate at the end of the Minimum Term or any Additional Term thereafter
- By the Client giving sixty 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.
Spector may terminate the provision of any Service Component on written notice in the event that its supplier of such Service Component ceases to provide the Service Component to Spector and on notice of such; the Client shall promptly remove all Customer Data used by the Service Component.

10. CHARGES AND PAYMENT

In general, invoices for installation shall be raised by Spector immediately following the acceptance of the Quote, invoices for fixed periodic Charges shall be raised in advance of the relevant period and invoices for usage-based Charges or those resulting from additional Orders during the relevant period shall be raised in arrears. The invoicing period is set out in the Quote.
Except in the case of demonstrable error, all Charges will be calculated in accordance with data collected by or on behalf of Spector.
The Client acknowledges that the Charges for the Minimum Term are calculated by Spector in consideration inter alia of the setup costs to be incurred by Spector and the length of the Minimum Term offered.
The Client agrees that it shall be liable for termination Charges, to be paid by way of liquidated damages in the event that this Agreement is terminated by
- The Client terminating this Agreement at convenience prior to the end of the Minimum Term or subsequent Additional Term whereupon the Client shall be liable for the Charges payable for the remainder of the Minimum Term or Additional Term as applicable plus any additional costs levied on Spector by its supplier
- The Client terminating this Agreement at convenience during the Run-Up Period, whereupon the Client shall be liable for all set-up costs and cancellation costs incurred by Spector up to the date that Spector received notice of the Client’s intention to terminate
- Spector terminating this Agreement prior to the end of the Minimum Term or subsequent Additional Term by reason of Client’s un-remedied breach of the terms of this Agreement, whereupon Client shall be liable for the Charges payable for the remainder of the Minimum Term or Additional Term as applicable plus any additional costs levied on Spector by its supplier
The Client shall not be liable for termination Charges in the event that this Agreement is terminated by:
- The Client at or at any time after the end of the Minimum Term or any Additional Term PROVIDED THAT the Client properly serves written notice to terminate, in accordance with clause 9 of these Supplementary Terms and clause 11 of the General Terms and Conditions
- Spector during the Run-Up Period by reason of it becoming aware that will be unable to provide the Services or part thereof
- Spector at any time in the event that it can no longer provide the Services or part thereof
- The Client by reason of Spector’s un-remedied breach of the terms of this Agreement
- A right of termination arises under the provisions of sub-clause 9.1.2
If the Client wishes to increase the number of Virtual Desktops, such additions will be subject to an additional Quote, will be charged at Spector’s prevailing rate and will be co-terminus with the existing Services.

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:
- Planned Maintenance, Emergency Maintenance or other emergency operational reason
- Spector being required by governmental, emergency service, regulatory body or other competent authority to suspend Services
The Client’s attention is drawn to the limitations to and exclusions of Spector’s responsibility in respect of faults that occur in services that are provided by third parties (which for the avoidance of doubt does not include Spector’s suppliers), as set out in sub-clauses 5.12 and 6.11 of the General Terms and Conditions.
Whilst Spector’s monitoring system is intended to proactively identify most system-related issues, Spector does not warrant and cannot guarantee that the monitoring system will identify all system-related issues.
Connectivity to Managed Cloud Services is not provided under the terms of this Service Agreement.
Whilst the law that governs this Service Agreement is set out and in clause 17 of the General Terms and Conditions, the Client acknowledges that the Subscription Services, for which Spector acts solely as an agent for the Client, are provided under Microsoft’s terms and conditions which are governed by Applicable Law.

Service Schedule
The following Service Schedule sets out the Services that are provided by Spector under the terms of this Agreement.

1. Service Schedule Overview

Managed Cloud Services is a managed virtual IT environment delivered with Microsoft Azure and/or connected networks, which includes Virtual Servers, Virtual Desktops and Service delivery that is provided by Spector. The Services provide each End User with a remote Virtual Desktop on which all of the installed applications may be executed.
The Managed Cloud Services include a number of Service Components, which are described in this Service Schedule. The Services will be delivered by default from an EU based Data Centre but may by agreement be delivered from other regions.
Managed Cloud Services includes integration with Microsoft 365 services and products.
Spector is responsible for managing the availability of the Platform for the Managed Cloud Services from within the Microsoft Azure cloud infrastructure.
It is the Client’s responsibility to implement and maintain suitable external connectivity to the Platform using either private network connection (VPN), a Public Internet based connection, or gateway (which are not covered by the terms of this Agreement).

2. Security

All Managed Cloud Services physical infrastructure is based within Microsoft Data Centres unless otherwise agreed and stated on the Quote
Where the Service is connected directly to the Public Internet, an approved physical or virtual firewall is mandatory to ensure the Client’s security on the Platform

3. Resources
Resources and numbers of End Users are set out on the Quote form and may include non Microsoft services and products as listed on the Quote.

4. Backup and Recovery Service
The Backup and Recovery Service is fully managed by Spector and utilises both Microsoft and third-party software and services:

Backups are performed once daily
All Client backup data is stored in a secondary Data Centre. The secondary Data Centre will be EU based unless otherwise agreed in writing
All Virtual Servers are backed up incrementally and backups are retained for a minimum of 30 days. Backup retention periods can be extended as set out on the Quote
Data restores are only initiated when requested by authorised Client personnel; and
Data restores may be made at the image or file level
Data / Virtual Server restoration will be actioned by Spector within eight Working Hours of the Client’s request
Spector may charge the Client at its prevailing rate for executing data restoration and verification

5. System Maintenance
Spector is responsible for the initial configuration and ongoing management of the Platform, including:

Image creation
User environment management
Virtual Desktop Windows security patching
Platform patching
Allocation of Resources
Uploading Client’s Line of Business Software to the Platform
Troubleshooting issues which arise in the Platform infrastructure
Platform health checks

Platform Monitoring
Spector will carry out pro-active monitoring of the Platform, Virtual Servers and operating systems. Spector will monitor key aspects of system performance and will be alerted to any detected malfunctions or potential malfunctions (‘Alert’). In response to both Alerts raised automatically and those raised by Client via Spector’s Helpdesk, Spector shall respond in a manner that is appropriate to the severity of the Alert, whilst aiming to minimise disruption to the Services and maintain the availability of the Platform within its SLA.

Key aspects of system performance include:

Host status
Core services/Processes
Storage volume utilisation
CPU utilisation
Memory utilisation

Spector shall monitor the Platform 24 x 7 x 365 and Alerts will be investigated during the Working Day.

7. Managed Firewall
Spector will if required install and configure industry recognised virtual firewall software, and if installed:

In response to specific requests from the Client, Spector will change the configuration of the firewall, including adding or removing IP addresses.

8. Layered Antivirus Protection
Spector will supply, install and configure industry-recognised anti-virus and anti-spam software on the each applicable component of the Platform. Spector will:

Manage the updating of anti-virus definitions on each of the components of the Platform

Schedule regular full system anti-virus scans and regular anti-spyware scans on all Virtual Desktops

Monitor Virtual Desktops and Virtual Servers on a daily basis to ensure that protection remains active and automatically raise an alert if protection is disabled

9. Helpdesk

Subject to fair usage, there are no restrictions on the number of Incidents that the Client can report to Spector’s Helpdesk. Spector’s Helpdesk provides support and assistance in the use of the Managed Cloud Services, including the following:
Management of the prompt resolution of Incidents within the Services that are identified by the Client

Provision of help and guidance in the use and configuration of Virtual Desktops

Remote access to facilitate Incident resolution if possible and appropriate

Escalation management if required in the event of protracted Incident resolution

Third-party vendor liaison where required
The Client may raise Incident reports by one of the following methods:
Via the supplied Spector App

By Email to Spector’s Helpdesk: support@Spector.ie

By Telephone to Spector’s Helpdesk: +353 1 6644190
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
The Helpdesk will respond to reported Incidents during the Helpdesk’s Hours of Cover, which are from 8.00am to 6.00pm Monday to Friday, including bank holidays
Spector will prioritise, respond to and progress Incidents in accordance with paragraph 10 of this Service Schedule

11. Service Level Agreement

Platform Availability The target Platform availability is 99.9% in any calendar month (pro-rated for the first month if the RFS Date does not fall on the first day of the month).

Spector’s Helpdesk response and recovery targets are The following table shows the targets of response and resolution times for each priority level. Please note that our SLA covers standard working hours only. Emergency and out of hours cover is subject to Best Effort response times only,

Trouble	Priority	Response time (in hours)	Resolution time (in hours)
Service not available (all users and functions unavailable)	1=Critical	30 mins	ASAP – Best Effort
Significant degradation of service (large number of users or business critical functions affected)	2=Quick	60 mins	ASAP – Best Effort
Limited degradation of service (limited number of users or functions affected, business process can continue).	3= Normal	Within 4 hours	ASAP – Best Effort
Small service degradation (business process can continue, one user affected)	4= Scheduled	Within 8 hours	ASAP – Best Effort

Spector shall make reasonable endeavours to meet the targets set out in this paragraph 10. Failure by Spector to meet such targets shall not be deemed a breach of this Agreement.

11. 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 – Cloud Services

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