Special Conditions
- Managed services
Managed services
1. Preambule
The CUSTOMER asked VALUE IT to provide managed services for its IT System. The services provided in accordance with the terms described in the commercial and technical proposition given by VALUE IT and signed by the CUSTOMER, mainly include:
- User support,
- Preventive maintenance of the IT System,
- Corrective maintenance of the IT System,
- Scalable maintenance of the IT System,
- The supervision of the IT System,
- If necessary, reversibility operations.
The CUSTOMER has precisely evaluated its own needs and has made sure that the Managed Services offered by VALUE IT are in line with its needs. The parties have agreed on the following.
2. Purpose
The purpose of these Special Conditions of Sales is to determine the terms and conditions for the provision of Managed Services.
3. Duration / Coming into force
These conditions come into force on the date of signature of the commercial and technical proposition by the CUSTOMER. The present contract is concluded for a duration stipulated in the commercial and technical proposition signed by the CUSTOMER.
4. Managed services
4.1 User support
VALUE IT commits to provide a telephone assistance from Monday to Friday from 8:30 AM to 12:00 PM and from 2:00 PM to 6:00 PM, (on Friday, from 2:00 PM to 5:00 PM) (Paris time) (except holidays).
This support is intended to :
- Answer technical questions related to the use of the Services and/or the IT System;
- Identify and analyze problems encountered in the use of the Services and/or the IT System.
Support requests can be submitted through the Internet 24 hours a day, 7 days a week by an email to help@value-info.fr.
4.2 Preventive maintenance
Preventive maintenance Services consist in the maintenance measures carried out by VALUE IT to avoid, as far as possible, the occurrence of Anomalies in the IT System. The commercial and technical proposition explains the preventive maintenance measures.
4.3 Corrective maintenance
Corrective Maintenance Services consist in the correction or alternative of any reproducible Anomaly that appears in the use of the IT System. Any Anomaly must be reported by the CUSTOMER according to the terms and conditions defined in the Commercial and Technical Proposition. In this regard, the CUSTOMER agrees to use the email to help@value-info.fr for any request for intervention. It is up to the CUSTOMER to describe in a precise and exhaustive way the problem of use encountered. Depending on the circumstances, VALUE IT can plan an intervention on the CUSTOMER's site by its technicians.
4.4 Scalable maintenance
As part of the scalable maintenance, VALUE IT commits to provide the Upgrades requested by the CUSTOMER and accepted by VALUE IT. VALUE IT commits to study the feasibility and the cost of upgrades identified by the CUSTOMER or by VALUE IT, on financial terms to be agreed upon by mutual agreemen. Each upgrade will allow VALUE IT to draw up a quote. In case of acceptance by the CUSTOMER, VALUE IT commits itself to provide the upgrade under the conditions provided in the quotation. The CUSTOMER’s acceptance will be formalised by a written agreement. The CUSTOMER agrees to use the email to help@value-info.fr for any scalable request.
4.5 Service Level Agreement
VALUE IT commits to comply with the Service Levels (SLAs) described in the Commercial and Technical Proposition. During the reversibility phase, the CUSTOMER accepts and acknowledges that the SLAs will cease to apply when the operational responsibility of VALUE IT is transferred to the CUSTOMER or the service provider it has chosen.
4.6 IT System Supervision
IT System Supervision Services consist, through VALUE IT tools, in setting up actions and recommendations in order to help the CUSTOMER in its IT System’s management and configuration.
4.7 Reversibility
On the expiration of the Managed Services for whatever reason, upon request of the CUSTOMER, VALUE IT commits to carry out the necessary operations for the total or partial reversibility of the Managed Services so as to allow the CUSTOMER to take over directly or to have a third party designated by it for the realization of the Services.
The CUSTOMER must inform VALUE IT of its intention to implement this clause at least three (3) months before the end of the contract or as soon as possible in case of early termination of these special conditions. The reversibility period starts when the CUSTOMER has paid all the invoices issued by VALUE IT. If invoices remain unpaid, the reversibility period starts when all remaining amounts due from the CUSTOMER to VALUE IT are paid. VALUE IT will provide the CUSTOMER, within a maximum period of ten (10) working days from the beginning of the reversibility period, an updated status of the progress of the reversibility services carried out as well as the document and works elaborated in this framework. VALUE IT will return to the CUSTOMER, within the same period, all data, programs, files, allowing the CUSTOMER or the third party chosen by the CUSTOMER to take over the Services. VALUE IT commits not to keep any copy. The realization of the Reversibility Services will be recorded by a statement dated and signed by the Parties.
5. Exclusions
VALUE IT will not provide the Managed Services in the following cases:
- Anomalies due to a misuse of the IT System;
- Anomalies due to modifications made to the IT System without the VALUE IT’s authorization;
- Anomalies due to non-respect with VALUE IT requirements and recommendations;
- Failures on hardware or software not covered by the Managed Services;
- Equipment moved from the original installation location or reinstalled without a written authorization from VALUE IT;
- IT System malfunction if other software applications have been installed on the hardware without written consultation and agreement of VALUE IT;
- Issues related to the non-compliance with hardware or software installation standards due to CUSTOMER fault;
- Problems related to an external phenomenon or malfunction to the IT System such as power failure, electrical IT System malfunction, impact of an air conditioning IT System, bad weather, flooding, fire, lightning etc... resulting in a partial or total malfunction of the IT System;
- Maintenance for software and other business applications, maintained either as part of another contract or by a third-party provider (SSII, independent software development companies, ISV, etc.).
6. Financial terms
The CUSTOMER commits to pay to VALUE IT, in return for the Managed Services organized in the present Special Conditions, the price defined in the Commercial and Technical Proposition.
7. Customer’s obligations
The CUSTOMER commits to collaborate with VALUE IT during the Managed Services by making available as necessary a room adapted to the nature of the intervention as well as the appropriate documentation. In addition, as part of its obligation to collaborate, the CUSTOMER must:
- Record all anomalies and service requests chronologically on an incident book;
- Appoint a privileged contact whose technical competence and motivation it guarantees and who has a sufficient level of qualification to speak with VALUE IT.
The CUSTOMER will be responsible for any disagreement from a third party concerning the possible intervention of VALUE IT in the CUSTOMER's computer files. The CUSTOMER commits to follow the instructions given by VALUE IT in order to use, diagnosis and correction of anomalies. The CUSTOMER will try to identify the Anomalies in a reproducible and minimal context by following the instructions provided by VALUE IT.
The CUSTOMER will be required to make a backup before making any modification to its IT System. VALUE IT draws the CUSTOMER's attention to the fact that a backup copy would be effective only if it was made on an operational IT System and on data that are not altered. Therefore, the CUSTOMER must make a daily and a weekly backup and keep each backup separate. The implementation of a backup plan is essential. The CUSTOMER will implement the telecommunication device recommended by VALUE IT for an intervention in remote maintenance and will ensure access to its information IT System by this way The CUSTOMER commits to inform VALUE IT of any change in the IT System. In addition, the CUSTOMER commits to:
- Carry out all the tasks under its responsibility as described in the Special Conditions of Sales,
- Allow free access to the premises during working hours and days,
- Provide all the technical documentation it has on the equipment and software in order to allow VALUE IT to determine the method of installation and use of the equipment and software,
- Allow VALUE IT a free access to its equipment and software especially by remote control,
- Inform VALUE IT of any modification of its installations and of any event that may affect the Services,
- Provide VALUE IT with all the information related to all its equipment such as hardware/software setup, updates and, in a general way, of any evolution of hardware and/or software setup during the execution of the Contract.
The CUSTOMER is responsible for any damage, theft, claims, relating to any equipment or telecommunication device placed on its premises and belonging to the CUSTOMER or not. The CUSTOMER must subscribe to all licenses and maintenance contracts (particularly in ERP, accounting or payroll) for the software installed on its equipment.
8. Liability
In case of condemnation of VALUE IT, all causes combined, principal, interest and costs, the Parties agree that VALUE IT will not be liable for an amount exceeding fifty percent (50%) of the annual amount of the Services for which its responsibility will have been retained.
