Terms of Service

Managed IT Support Agreement

Managed IT Services Provider Agreement (referred to as the “MSP Agreement”): This Agreement becomes effective upon the initiation of services between Hudson Valley IT Services, LLC (“Provider”) and the entity engaging the services, including their employees, contractors, associates, or agents (collectively referred to as the “Customer”). The Customer and the Provider are collectively referred to as the “Parties” and individually as a “Party.”

WHEREAS, the engagement of services from Hudson Valley IT Services, LLC (the "Provider") is exclusively available to established business clients who have an active customer account with the Provider. The individual initiating this service engagement, by doing so, confirms that they are duly authorized to represent an established business client, not seeking ad-hoc or as-needed services. This agreement specifically applies to and is valid for such existing business client relationships with the Provider.

1. Definitions

1.1. Helpdesk Support: Refers to assistance with daily IT-related issues, specifically concerning the Covered Items as outlined in this agreement.

1.2. Covered Items: Includes User support, software, hardware, external services, and systems identified on the monthly agreement renewal invoice. These items may be modified (added or removed) based on the Customer's evolving needs or technological changes, at the discretion of the Provider. The quantity of Covered Items will be specified on each invoice.

1.3. Covered Item Exceptions: Items not explicitly included in this agreement may be supported as exceptions at the Provider's discretion. This support does not commit the Provider to ongoing support for these items nor does it alter the agreement. This agreement does not cover data processing, exports, archiving, custom programming, reporting, insurance, legal, compliance or other form filling work. Such services if requested, are subject to acceptance at HVITS discretion, and will be billed separately. Compliance management (including form filling) may be provided to customers with a separate agreement.

1.4. User: An employee or agent of the Customer who routinely uses the software and equipment categorized as a Covered Item.

1.5. Network: The local area network, including Wi-Fi, at the Customer's primary office.

1.6. External Services: Services such as email, DNS (Domain Name Servers), ISP (Internet Service Provider), and others provided by third parties.

2. Obligations and Activities of the Provider Limited to Covered Items and their Quantities

2.1. IT Support

2.1.1. Network Support: The Provider will offer services essential for maintaining the network's security and availability for business purposes.

2.1.2. Help Desk Support: Assistance will be provided for Users facing common computer network-related problems, standard applications, and External Services. This includes limited support for business line applications, subject to feasibility. The Customer is responsible for maintaining support agreements with software vendors; issues beyond the Provider's reasonable effort will be referred to the appropriate vendors.

2.1.3. Hardware Support: The Provider will conduct common computer hardware repairs. Note that repairs for printers, scanners, faxes, phones, PBX systems, and wiring are not included in this agreement.

2.1.4. Remote Support: Services that can be executed without physical travel will be conducted remotely.

2.1.5. Onsite Support: On-site support may be provided at the Provider’s discretion, requiring timely access to the Customer's facilities. The Customer is responsible for ensuring physical security and a safe work environment. The need for on-site visits will be determined by the Provider.

2.1.6. Remote Office User Support: Support will be extended to Users operating from remote locations, including home offices, using Covered equipment and software.

2.1.7. Remote Maintenance and Monitoring (RMM): RMM services will be conducted on covered equipment and software, as feasible.

2.1.8. Basic Security Services: The Provider will perform tasks like Microsoft patch management, updates for common third-party software, vulnerability scanning, and other security-related services on the Customer's office computer equipment, as feasible. The Provider aims to maximize network security and promptly address vulnerabilities. Additional security cloud platforms may be included or excluded under this agreement at the Provider’s discretion.

2.1.9. Antivirus and Security Software: Managed security software will be installed on all covered computers where feasible and will be removed upon termination of the agreement.

2.1.10. Network Management Software: The Provider may install endpoint management software to facilitate services, which remains the property of the Provider.

2.1.11. Network Hardware: The Provider may install hardware to fully support the services under this agreement, which remains their property. Upon termination of the agreement, the Customer is responsible for returning such equipment and software within 30 days.

2.2. Premium Service Level Agreement within Business Hours

2.2.1. Response Goal: The goal is to respond within 15 minutes for 95% of the time.

2.2.2. Plan Resolution: Aim to plan resolution within 24 hours for 95% of the time.

2.2.3. Problem Resolution: The objective is to resolve problems (where resolution is feasible at the Provider’s discretion) within 72 hours for 95% of the time.

2.2.4. Resolution Timeframe Note: Some issues may require longer to resolve or might remain unresolved due to factors beyond the Provider's control.

2.3. After Business Hours, Weekend, and Holiday Coverage

2.3.1. The Provider’s Remote Maintenance and Monitoring (RMM) operations may function 24x7. Requests initiated by the Customer’s Users outside of business hours will be addressed based on the established service level agreements (SLAs).

2.3.2. After-hours coverage for significant emergencies may be available at the Provider’s discretion. Additional charges may apply for these services.

2.4. Scheduling of Non-Emergency Support

2.4.1. Non-emergency support requests will be scheduled and addressed as promptly as possible, subject to the Provider’s discretion.

 3. Obligations and Activities of the Customer

3.1. Reporting Problems Through Proper Channels

3.1.1. Utilize the HV icon in the computer's system tray (if available) to submit details of the request, including contact and relevant error information.

3.1.2. Email issues to h e l p @hudsonvalleyit.com using a predefined email address of the Customer, including necessary contact and error details.

3.1.3. Use the Support/Request Help form on the Provider's website (https://hudsonvalleyit.com), providing all pertinent information.

3.1.4. Access support through the Customer Portal on the Provider's website (https://hudsonvalleyit.com).

3.1.5. If the above methods are not feasible or if there is a delayed response, contact technical support at 845.202.4032 and select option #2.

Up to date instructions are posted here for your reference.

3.2. Reasonable and Educated Use of Computer Equipment and Software: Users must utilize all software and hardware in accordance with their intended purpose as per manuals and guidelines. Usage must be strictly business-related and educated, issues arising from lack of training or basic and reasonable understanding of technology will not be covered by the agreement. Basic training is not provided or covered by the Provider. Any damages from misuse, intentional or accidental, will not be covered under this agreement. The Provider reserves the right to assess misuse or determine that issues stem from lack of reasonable skills that the user should poses to properly use the technology. The provider cannot assist users with the use of technology, they should be trained by the Customer.

3.3. Hardware Warranties and Software Support Agreements: The Customer may need to maintain separate hardware and software support agreements with third-party vendors for timely access to parts and escalation of technical issues. The Provider is not the ultimate source of support for all hardware and software, especially concerning business line applications.

3.4. Equipment Maintenance: For maintenance purposes, equipment should be turned on but logged off.

3.5. Access to Premises: The Customer must provide necessary and timely access to their premises. Inadequate access in emergency situations may reduce the urgency of the issue.

3.6. Allowing Unattended Access: The Customer consents to the Provider or their agents accessing the Customer’s systems for service-related purposes. This access may be attended or unattended and will be recorded by the Provider.

3.7. Risk and Insurance: The Customer is advised to maintain their own insurance for IT-related damages. While inherent risks exist with IT services, the Customer accepts all such risks except where specific laws and regulations provide otherwise.

 4. Term and Termination

4.1. Term: This agreement operates on a month-to-month basis and automatically renews at the start of each month. It can be terminated with a 30-day notice (by mail, email, or fax) by either party for any or no specific reason. Termination without notice is permissible in cases of substantial material breach or non-payment. Customers may cancel the renewal within 14 business days of receiving an invoice by emailing b i l l i n g @hudsonvalleyit.com, especially if there are disagreements with adjustments to covered items, their quantities, or prices. In such cases, charges for the new renewal period will be waived.

4.2. Payment: Invoices for the agreement will be issued at the beginning of each renewal month.

4.3. Payment Amount: The total monthly amount is calculated based on the Covered Items and their quantities at the time of agreement renewal. Prices may change due to market conditions, technological changes, levels of service utilization, or other reasons. The Customer retains the right to cancel the agreement within 14 business days of the invoice date following such adjustments, with all charges for the new renewal period being waived.

4.4. Termination for Cause

4.4.1. If the Customer identifies a material breach by the Provider, they should first provide an opportunity for the Provider to rectify the breach. If the breach is not cured within the specified time, the Customer may terminate the agreement.

4.4.2. In instances where the Provider has breached a critical term of this agreement and remedy is not feasible, the Customer may immediately terminate the agreement.

4.5. Effects of Termination

4.5.1. The Provider will return any of the Customer’s information in their possession, including passwords and documentation.

4.5.2. The Customer is obligated to settle all outstanding payments to the Provider.

4.5.3. Both parties shall endeavor to minimize potential damages resulting from termination.

 5. Indemnity for the Customer

5.1. The Provider agrees to indemnify, defend, and hold harmless the Customer, including its employees, directors/trustees, members, professional staff, representatives, and agents (collectively referred to as the “Indemnitees”), to the extent permissible by law. This indemnification covers all claims, obligations, actions, causes of action, suits, debts, judgments, losses, fines, penalties, damages, expenses (including attorney’s fees), liabilities, and costs incurred by the Indemnitees, arising from or as a result of any breach of the terms and conditions of this MSP Agreement by the Provider or its employees or agents.

 6. Indemnity for the Provider

6.1. The Customer agrees to indemnify, defend, and hold harmless the Provider, including its employees, directors/trustees, members, professional staff, representatives, and agents (collectively referred to as the “Provider Indemnitees”), to the extent permissible by law. This indemnification covers all claims, obligations, actions, causes of action, suits, debts, judgments, losses, fines, penalties, damages, expenses (including attorney’s fees), liabilities, and costs incurred by the Provider Indemnitees, arising from or as a result of any breach of the terms and conditions of this MSP Agreement by the Customer or its employees or agents.

 7. Miscellaneous

7.1. No Agency Relationship: This MSP Agreement does not create an agency relationship, as defined under federal common law of agency, between the Customer and the Provider. The terms and conditions of this agreement are not intended to, and shall not be construed to, make the Provider an agent of the Customer for liability purposes under any laws or regulations.

7.2. Interpretation: In the event of any ambiguity in this MSP Agreement, the interpretation shall be such that it allows both the Customer and the Provider to comply with all applicable laws and regulations.

7.3. Governing Law and Jurisdiction:

7.3.1. This MSP Agreement shall be governed by and construed in accordance with the laws of the state of Pennsylvania, excluding any conflict of law provisions.

7.3.2. All legal actions or proceedings relating to this MSP Agreement shall be brought exclusively in the courts of the state of Pennsylvania.

7.3.3. This MSP Agreement, along with any addenda, constitutes the entire agreement between the Parties and supersedes any previous agreements or addenda.

7.3.4. This MSP Agreement may be executed in counterparts, which together will constitute one original document.

 8. Confidentiality Agreement

8.1. This Confidentiality Agreement (the “Confidentiality Agreement”) is an integral part of the Managed IT Services Provider Agreement (the “MSP Agreement”) between Hudson Valley IT Services, LLC (“Provider”) and the Customer, effective upon initiation of services. It governs the exchange and protection of certain financial, operational, and other information related to the services provided.

8.2. Confidentiality of Discussions and Materials:

8.2.1. The Parties agree to exchange Evaluation Materials related to their respective businesses and engage in Discussions regarding the Proposed Transaction in strict confidence.

8.2.2. Evaluation Materials shared by one Party (the "Disclosing Party") to the other (the "Receiving Party") are to be held and protected in accordance with this Confidentiality Agreement.

8.3. Representatives and Confidentiality

8.3.1. 'Representatives' include directors, officers, employees, attorneys, accountants, consultants, financial advisors, and agents of the Receiving Party.

8.3.2. Representatives will be informed of the confidential nature of the Evaluation Materials and bound by similar confidentiality obligations.

8.4. Usage and Non-Disclosure of Evaluation Materials

8.4.1. Evaluation Materials are to be strictly confidential and used solely for evaluating and negotiating the Proposed Transaction.

8.4.2. Disclosure of Evaluation Materials to Representatives is permitted if necessary for the Proposed Transaction, subject to confidentiality obligations.

8.5. Disclosure Under Legal Compulsion

8.5.1. If legally compelled to disclose Evaluation Materials, the Receiving Party will notify the Disclosing Party promptly to seek a protective order or other remedies.

8.5.2. Only the information legally required will be disclosed, and efforts will be made to ensure its confidential treatment.

8.6. Handling of Personal Data

8.6.1. Personal data exchanged as part of Evaluation Materials will be handled in compliance with applicable data protection laws, including GDPR where applicable.

8.7. Return or Destruction of Materials

8.7.1. Upon request, all Evaluation Materials must be returned or destroyed by the Receiving Party, with confirmation in writing.

8.7.2. Obligations of confidentiality persist beyond the return/destruction of materials.

8.8. Duration of Confidentiality Obligations

8.8.1. Confidentiality obligations remain effective for seven years from the date of disclosure, irrespective of the Agreement's termination or conclusion of Discussions.

8.9. Response to Unauthorized Disclosure

8.9.1. Immediate notification and action are required in case of accidental or unauthorized disclosure.

8.10. Remedies for Breach

8.10.1. Material breaches justify injunctive relief, specific enforcement, and other legal remedies. The prevailing party in enforcement actions is entitled to reimbursement of costs and legal expenses.

8.11. Governing Law and Amendments

8.11.1. This Confidentiality Agreement is governed by the laws of Pennsylvania. Modifications or waivers require a separate written agreement signed by both Parties.