Terms of Service for Managed Services

On-site Support

CMOS will provide maintenance and support for existing hardware and software including all equipment listed in the Addendum as well as installed 3rd party software and a line of business applications.

This support may be completed directly by CMOS or a qualified and approved subcontractor of CMOS. CMOS will provide support and troubleshooting for remote access solutions including VPN access, remote desktop, and webmail including remote access setup of off-site computers. CMOS will make a best effort to resolve as many issues as possible remotely and will come on-site in the event remote resolution is not possible. Remote support of other staff home computers is included for VPN access to the network provided home computers have current Windows or Apple operating systems, an active antivirus and are updated regularly.

Projects outside the scope of the above to maintain the existing network are billed separately; including but not limited to, setting up second or additional offices or system changes expanding beyond what is currently in use in the network are beyond the scope of this Agreement. Charges will be billed separately at the hourly rate for service and may require an amendment to this Agreement.

Remote Officer

CMOS provides the opportunity for meetings with clients to review ongoing issues, go over upcoming project work, discuss changes in vendors, advise on best practices, create budgets, and plan the technology roadmap for future business operations. This may be subject to hourly service charges if not included in your plan.

Automated Support

Automated support includes the installation of critical updates and security patches to operating systems for Apple or Windows, antivirus software and Microsoft Office, remediation for installed malware, failed services, drive clean-up (temp and unnecessary files), drive optimisation, virus, malware, and spyware scans, defrags, as well as hardware and software auditing and is delivered using Remote, Monitoring and Management (RMM) software.

CMOS remote monitoring and management software will monitor all PCs that are powered on 24/7 for critical errors. Critical errors will automatically create a Service Ticket in CMOS' ticket management system to be addressed by a technician or CMOS’ automation Server which provides automatic response to resolve critical issues.

Errors that occur during the maintenance window such as viruses found or machines that are unavailable will trigger a Service Ticket to be automatically created in CMOS’ ticket management system.

Microsoft 365, Google Workspace or cPanel

Clients can opt into Microsoft 365 Managed Services, Google Workspace or cPanel email server, which will cover items such as: adding/removing email accounts, password resets, creating/adjusting groups/permissions, shared mailbox management, mailbox delegation, and configuration of emails.

Cloud File Sync

File server replacement/enablement software and service provided to augment or replace existing methods of file sharing for both on-site and when remote as an alternative to VPN.

Endpoint Protection / Antivirus

All antivirus licensing is included for Servers, MACs, and PCs. Antivirus software is corporate level antivirus (Webroot).

CMOS monitors the antivirus software 24/7 and in the event of a virus/worm/adware/spyware being detected a ticket will automatically be created in CMOS’ ticket management system.

CMOS will address viruses as requiring an emergency response by a technician to confirm virus removal and may be subject to hourly service charges.

Security Threat Detection and Remediation

CMOS provides managed threat detection and remediation services to uncover and address malicious network penetration attempts.

Security Awareness Training

CMOS recommends all computer users at Client’s organisation to participate in regular security awareness training as provided through Webroot. Training may include simulated phishing attacks, instruction in company IT policies and best practices, compliance training and testing.

Local Backup

Automatically backs up a complete image of the device(s) operating system, including current programs, files, emails, and databases via an external HDD – this is not included in the costs and must be purchased/supplied separately. If using a Network Attached Storage (NAS) device, a full image of the device will be stored there instead.

It is the responsibility of the Client to ensure that the external HDD or NAS is always connected for the backups to occur. CMOS does not accept responsibility of loss of data if this occurs.

Cloud Backup

Automatically backs up all current files, emails, and databases stored on the Servers to a secure online location (maximum 50GB). Additional gigabytes may be purchased for $0.50 per 1 gigabyte block to be added to the monthly billing.

Backups will be performed each night after 11 pm. This includes AES-256-bit DOD Level Encryption of all data. Clients must have a 5 MB/s or higher Internet connection (both upload and download).

Alternatively, a Microsoft 365 Cloud-to-Cloud Backup solution is available if using a hybrid file sync setup via SharePoint or OneDrive, this automatically includes unlimited data.

If opting to use a solution such as SharePoint or OneDrive, it is the user’s responsibility to ensure that documents are stored in SharePoint or OneDrive, and not locally on the device. Items stored locally will not be included in the Microsoft 365 Cloud-to-Cloud Backup solution and CMOS accepts no responsibility in this event.

Backup Disaster Recovery Appliance

Included in the service is a Backup Disaster Recovery (BDR) Appliance provided by CMOS to be placed in the client’s server room that captures snapshots of client servers on a regular interval including its data, operating system application and configuration, and replicates those images to a secure cloud location. In the event of a failed server or data loss CMOS will use BDR appliance to restore data on-site or at the cloud location.

Monthly Reporting

CMOS will provide clients with monthly reporting detailing resolved tickets, patching, antivirus performance, service availability and network reliability.

Managed Services Requirements

All Servers, Desktop PC’s, and Notebooks/Laptops with Microsoft Windows or Apple operating systems must be running an operating system supported by Microsoft or Apple with support expected to continue 12 months or more with the latest service packs and critical updates installed. As Microsoft or Apple stops supporting an operating system, Client must update their operating system or remove it from any access to the network as this can impact our ability to provide managed services.
If a client has software particular to its business which is installed on its network, the client is responsible to obtain installation, training and continuing technical support from the software provider. CMOS technicians can assist with network support, but they are not experts in all software applications and rely on the software manufacturer to provide software support at Client’s expense.
This Agreement covers users and their associated computers and other devices as detailed in the Addendum.
Each new device added during the term of this agreement will subsequently increase the Managed Service fee by the agreed plan, per device, per month.
All server and desktop software must be genuine, licensed and vendor supported.
The network must have a currently licensed, vendor-supported, server-based backup solution that can be monitored and send notifications on job failures and successes.
The network must have a currently licensed, vendor-supported, hardware firewall between the internal network and the Internet.
All wireless data traffic in the environment must be securely encrypted. Public access points are available at additional costs and may reduce the overall security of the network.

At the time of initiating service for Client, CMOS will evaluate Client’s network and determine whether all Managed Services Requirements are in place, and if not in place, will install the required services. Charges for bringing the network into compliance with the requirements will be billed and incurred as additional services. Works must be approved by the Client and an implementation period created should funds not be readily available.

Terms and conditions

Confidentiality: During the term of this Agreement, and thereafter in perpetuity, neither party shall without the prior written consent of the other, disclose to anyone any Confidential Information of the other. “Confidential Information” for the purposes of this Agreement shall include each party’s proprietary and confidential information such as, but not limited to, customer lists, business plans, marketing plans, financial information, designs, drawing, specifications, models, software, source codes, and object codes. Confidential Information shall not include any information that client makes publicly available or information which becomes publicly available through no act of CMOS or Client or is rightfully received by either party from a third party.
Client and CMOS both agree that they will not solicit for hire, and it will not hire or otherwise engage any of each other’s employees or contractors, either directly or indirectly during any period services are provided under this agreement or in the 24-month period immediately following termination of this agreement.
Force Majeure: Neither party shall be liable for any failure of or delay in performance of its obligations under this Agreement to the extent such failure or delay is due to circumstances beyond its reasonable control, including, without limitation, acts of God, acts of a public enemy, pandemics, fires, floods, wars, civil disturbances, sabotage, accidents, insurrections, terrorism, blockades, embargoes, storms, explosions, labor disputes (whether or not the employees' demands are reasonable and within the party's power to satisfy), acts of any governmental body, failure or delay of third parties or governmental bodies from whom approvals, authorisations, licenses, franchises or permits must be obtained, or inability to obtain labor, materials, equipment, or transportation or illness of CMOS technical staff (collectively referred to herein as "Force Majeure"). Each party shall use reasonable efforts to minimize the duration and consequences of any failure of or delay in performance resulting from a Force Majeure event.
If the Client’s work is substantially changed due to a Force Majeure, CMOS will evaluate the need for change to IT services supplied to the Client and related change of managed service fees. Recognising there are ongoing expenses to CMOS of maintaining backups, remote monitoring, other vendor support software/licensing and availability of technicians to service on going needs, CMOS will review with Client the need for change of fees if any.
CMOS shall not be liable to Client or any of its affiliates for any damages, whether incidental, direct, indirect, special, consequential, or punitive damages arising out of service or equipment provided hereunder, including but not limited to loss of profits or revenue, loss of use of equipment, lost data, or loss to person or property, costs of substitute equipment or other costs even if CMOS has been advised of the possibility of such damages. Regardless of the form of action, CMOS cumulative liability shall be only for loss or damage directly attributable to negligence of a CMOS employee or contractor, for the cost of restoring the network to its condition prior to the negligence, but not to exceed two thousand dollars. If a collection action is initiated by either party or if CMOS must defend any action by Client, CMOS is entitled to its reasonable legal fees and expenses to be paid by Client.
Implied Warranties are expressly disclaimed by CMOS. A CMOS contractor is a technician or contractor who operates on behalf of CMOS, is paid by CMOS, and has access to CMOS service ticket management system for making time entries and charges for their work. CMOS is not responsible for the acts of other technicians, contractors, or consultants providing service to Client not under its control and direction. If Client purchases equipment, CMOS understands and agrees that it will look to the manufacturer for all remedies and warranties and agrees that CMOS is not responsible for functioning of the equipment and has not made any express or implied warranties, CMOS shall not be liable for any claim or demand against the Client by any third party on account of errors or omissions performed hereunder.
Remote access to personal computers and/or networks: If or when Client transitions to home or alternative networks, CMOS will make best effort to make connections and serviceability. However, home, or alternative networks may not have adequate internet connectivity and equipment to effectively work. CMOS is not responsiblefor inadequacies in those home or alternative networks or to secure those connections. Home equipment will not be as secure and may not have CMOS’ software and security features. CMOS is not responsible for the security of the home or alternative networks. Work on a home or alternative network unless otherwise included is outside the scope of this Agreement and CMOS may charge its hourly rate for work on home or alternative networks. CMOS will charge for additional software installed at home or alternative networks as needed.
In the event of a Force Majeure, CMOS is not required to have technicians work during periods or at places where their safety or health could be in jeopardy and in any event will not require technicians to go on site.
Client agrees to carry liability insurance and property insurance covering any damage to its network as well as to any clients of the Client adversely affected by Client’s network functioning or transmissions from its network.
CMOS may apply changes or additional terms, conditions, and provisions to this Agreement upon 15 days advance written notice to client containing the proposed addition or change. If the additions or changes are not objected to then they shall take effect at the end of the 15 days. Within the 15 days Client may submit changes or objections to the proposed changes or additional terms. If the parties do not agree on the change or addition, then it shall not become part of the Agreement. All the terms, conditions and provisions of this Agreement will continue to apply during any renewal term. Both parties agree to negotiate in good faith rates to be mutually agreed under any renewed contractual service term to be effective at the end of the initial term.
Failure to pay: If payment is not received by the invoice date for that month of service, CMOS reserves the right to put a hold on rendering on-site and remote services until monthly fee has been paid, provided CMOS gives a five (5) business day notice of late payment.
If Client fails to make payment for any services or items purchased, and such failure continues for thirty days, interest shall accrue on any amount due at the rate of 12% per annum until paid – to the discretion of CMOS. In the event collection processes are instituted to collect any amounts due from Client, Client shall pay the costs of collection plus reasonable legal fees.
Termination by Client: Client may terminate this Agreement with or without cause after the first six months of the Agreement have passed, if:

Payment of a Termination Fee equal to the amount of three months of Managed Services fees agreed to in this Agreement is paid in full; and
Payment of all past and currently due amounts together with late fees and costs unless client has valid reason to withhold payment on incomplete tasks, work orders or faulty equipment – provided CMOS was notified in a service ticket within 10 days of the original occurrence of any incomplete tasks, work orders and/or faulty equipment which it itemised with sufficient detail to identify the problem. That amount may be withheld until the incomplete tasks, work orders or equipment issues are resolved. CMOSs shall be given a reasonable opportunity to correct any problems. Any such election shall be made in writing by Notice of Termination and is to be accompanied by the Termination Fee and all other amounts due.

Termination by CMOS:

Upon giving notice to Client of default and the default is not cured within ten (10) business days of receipt of written notice from CMOS or for failure of Client to pay for service or products at the time of ordering or within 30 days of billing. Failure of CMOS to require payment at the time provided shall not be construed as a waiver of the right to do so.
Any of the following which remains un-dismissed for a period of sixty (60) days: If Client files protection under the bankruptcy laws, or any bankruptcy petition or petition for receiver is commenced by a third party against Client.
Failure of Client to comply with its obligations in this Agreement after written notice by CMOS of the non-compliance and failure to correct the problem or acknowledge the problem and commitment to take corrective action in the future.
Backups in the event of default or early termination or in the event the parties do not renew at the end of the term of this Agreement: Client shall be responsible for transferring backups to a system administered by Client or others on its behalf and for paying any costs of transferring and/or setting up backups from the system maintained by CMOS. If Client does not provide for any transfer of backups, they shall be terminated within 30 days of the Notice of Termination or Notice of Default. Client assumes all responsibility for its backups and CMOS has no responsibility to retain backups. In the event prior to the end of the 30 days, client places its own backups on site or obtains its own cloud backups then it shall notify CMOS so it’s backups can be terminated.
In the event of default or termination under any circumstances, Client agrees it will provide access to CMOS technicians to remove antivirus licenses and monitoring tools. The consequence of and failure to provide this access shall be that Client shall continue to be responsible for 50% of the amount of the monthly Managed Services payment until access is allowed and the licenses and tools removed. Spam filtering will be terminated upon default or termination. Client understands that it is entirely responsible to redirect all of Client’s MX records away from the spam filter system and redirect email to its server or it must provide CMOS access to its network information and equipment to take those steps. Upon termination of spam filtering services email will bounce if Client has not taken these steps or requested and allowed CMOS to take those measures. Client understands the above and accepts this responsibility and the consequences if it fails to cooperate or act; Client acknowledges that upon termination of the spam filtering if these steps are not allowed or taken email will not be available and there is no recourse whatsoever to CMOS.
In the event of termination by either party, Client is responsible for the full amount of all payments for services provided and products ordered.
If either party terminates the relationship of Managed Service Provider and client or if Client defaults, then the parties agree to work cooperatively to transfer the client’s data and network information as directed by the client to another service provider or to the client. The client will pay the cost of transfer which will include hourly charges of technicians to accomplish the transfer and any services maintained by CMOS containing Client data. Client must designate a vendor to handle its email, backups, and any other services provided by CMOS. Client must establish an account for transfer of the backups and any other services within 30 days of notice of termination or default, or within 30 days of termination of this SLA. CMOS has no responsibility for backups, email or other services beyond 30 days following termination or default under this Agreement.
In the event of termination of services for any reason by either party, upon written request by Client, CMOS will provide up to 60 days support to allow Client to make a transition provided Client pays all amounts then due and pays the fee for the additional 60 days in advance.

Dispute Resolution: All claims and disputes arising under or relating to these terms are to be settled by binding arbitration unless they are of an amount which can be handled within the small claims court of the jurisdiction of CMOS.
The parties agree they waive the right to bring a lawsuit based on such claims or disputes other than in small claims court. Before commencing any arbitration proceedings, the aggrieved party must first present the claim or dispute in writing to the other party. The parties shall have 30 days to resolve the claim or dispute. If not resolved then the aggrieved party may commence arbitration proceedings which can get completed by a relevant federal government department or third-party not-for-profit organisation, provided they are experienced in Information Technology Services.
Client shall not modify, create any derivative work of, or incorporate any other software into the computer software programs or any portion thereof with the exception of allowing automatic updates to commence or confirming the installation of an automatically scheduled update or fully supported software for which client has purchased technical support and has scheduled such installation with CMOS. Programs must be installed by a CMOS technician or software technical support with a CMOS technician assisting. CMOS shall not be responsible for maintenance of or for repair of errors or malfunctions occasioned by any installation, modification or enhancement to the Programs made by Client or by anyone other than CMOS unless CMOS has agreed. Corrections of unauthorised modifications shall be at the contracted hourly service rate and may be grounds for immediate termination by CMOS of this Managed Services Agreement. Client agrees to prohibit others, including its principals, officers, and employees from installing hardware, working on the technical aspects of the operating systems on the Servers and PCs or to give anyone Domain Administrator access. Only CMOS will make administrative or technical changes to the servers unless prior approval is sought and agreed to in writing.