Outsourcing Agreement for the Provision of CSP Support Services. Version 1. Issue Final Release. Date 01/03/2017

Transcription

1 Outsourcing Agreement for the Provision of CSP Support Services Version 1 Issue Final Release Date 01/03/2017 Copyright - Ultima 2017

2 TABLE OF CONTENTS 1.0 AGREEMENT TERMS SCHEDULE 1 O365 SERVICES SCHEDULE 2 - AZURE SERVICES Version 1 / Final Release / O365 & Azure Support Agreement 1.1 Page 2 of 21 / Ultima 2017

3 1.0 AGREEMENT TERMS THIS AGREEMENT is between Ultima Business Solutions Limited, a company incorporated in England Wales (company number ) and having its registered office at Ultima Place, 448a Basingstoke Road, Reading RG2 0RX ("Ultima"); and the Customer, a company incorporated in England Wales (each a "Party" and together the "Parties"). BACKGROUND (A) The Customer has agreed to purchase by way of a signed Order Form, and Ultima has agreed to supply, the Services on the terms and conditions of this Agreement. NOW IT IS AGREED AS FOLLOWS INTERPRETATION In this Agreement the definitions set out in Appendix A shall apply. The headings in this Agreement do not affect its interpretation. Save where the context otherwise requires, references to sub- Clauses, Clauses and the Schedules are to sub-clauses, Clauses and the Schedules of this Agreement. In this Agreement, unless the context otherwise requires: references to the Customer and Ultima include their permitted successors and assignees; references to Acts of Parliaments, statutory provisions or statutory instruments include those Acts of Parliament, statutory provisions or statutory instruments as amended, considered or re-enacted; references to times are to London times in GMT or BST as appropriate, except where expressly stated to the contrary; a reference to any other document is a reference to that other document as amended, varied, novated or supplemented (other than in breach of the provisions of this Agreement) from time to time; any phrase introduced by the words including, includes, in particular or for example or similar shall be construed as illustrative and shall not limit the generality of the related general words; the terms holding company and subsidiary have the meanings given in section 1159 of the Companies Act 2006, words importing persons shall include individuals, firms, partnerships, limited liability partnerships, corporations, unincorporated bodies of persons or associations, governments, governmental bodies, authorities, agencies and any organisations having legal capacity; and except as expressly otherwise provided in the Agreement, any reference to writing or written includes faxes and any legible reproduction of words delivered in permanent and tangible form but does not (unless specifically provided for in the Agreement) include . In this Agreement, unless a right or remedy of a Party is expressed to be an exclusive right or remedy, the exercise of it by a party is without prejudice to that party's other rights and remedies. Version 1 / Final Release / O365 & Azure Support Agreement 1.1 Page 3 of 21 / Ultima 2017

4 In the case of conflict or ambiguity between any provision contained in the body of this Agreement and any provision contained in any of the Schedules or an appendix to the Schedules, the order of precedence shall be as follows: the body of this Agreement (save for any Special Conditions in respect of a Service, which shall, in the event of a conflict, take precedence over the body of the Agreement); a Schedule; and then the Appendix to any Schedule. TERM OF THIS AGREEMENT This Agreement shall take effect on the Effective Date and shall: continue for the Initial Term; and thereafter may, by written notice(s) from the Customer to Ultima, be terminated, by providing no less than 90 calendar days written notice prior to the expiry of the Initial term or any subsequent Term, failing to provide written notice will result in the contract automatically renewing for a further twelve (12) month s; support Charges are subject to fluctuation at renewal, Ultima are bound to give written notice at sixty (60) calendar days prior to the end of the Term to inform the Customer of any amendment to the Charges. SERVICES AND SERVICE LEVELS Ultima will provide the Services to the Customer with effect from the Effective Date and for the remainder of the Term in accordance with the provisions of this Agreement. PERSONNEL ENGAGED IN THE PROVISION OF THE SERVICES Ultima shall ensure that all Ultima Personnel: possess a degree of skill and experience which is appropriate to the tasks to which they are allotted and the level of performance and Service Levels which they are required to achieve; perform the tasks to which they are allotted in a workmanlike and professional manner; are properly supervised, are subject to defined operating procedures and appropriate segregation of duties; and are subject to appropriate documented disciplinary and training policies and procedures which in each case are enforced. CHARGES AND PAYMENTS Subject to Ultima providing the Services in accordance with the terms of this Agreement, the Customer shall pay to Ultima the Charges at the rate and/or in the amounts specified in the Order Form and in accordance with the payment profile set out therein. Version 1 / Final Release / O365 & Azure Support Agreement 1.1 Page 4 of 21 / Ultima 2017

5 All Services will be invoiced monthly in advance commencing at the start of the agreed Term; Subject to the provisions of Clause 5.4, the Customer shall pay any properly rendered invoice within thirty (30) calendar days of the date of the invoice. If the Customer wishes to dispute a sum or other details included in an invoice it has received from Ultima pursuant to this Agreement: the Customer shall notify Ultima in writing as soon as reasonably practicable but in any case no later than ten (10) Business Days after receipt of the relevant invoice; the Customer's failure to pay the disputed Charges in accordance with the provisions of this Clause 5.4 shall not be deemed to be a breach of this Agreement; the Customer shall pay the balance of the invoice which is not in dispute by the Due Date; to the extent that the Customer is obliged, following resolution of the dispute, to pay an amount, then Ultima may charge interest in accordance with Clause 5.6 from the original Due Date until the date of payment; and once the dispute has been resolved, where either Party is required to make a balancing payment, it shall do so within twenty (20) Business Days and, where Ultima is required to issue a credit note, it shall do so within twenty (20) Business Days. All Charges and payments to be made by the Customer under this Agreement are stated exclusive of VAT which shall be paid by the Customer at the rate and from time to time in the manner prescribed by law, subject to receipt of a valid VAT invoice. Without prejudice to the Parties' other rights and remedies, if any sum properly payable under this Agreement is not paid on or before the relevant Due Date the Party to whom the same is due may charge interest from such Due Date for payment to the actual date of payment at the rate of two per cent (2%) above the base rate of the Natwest Bank from time to time in force. If any sum properly payable under this Agreement is not paid by the Due Date, Ultima may suspend access to all licenses and Services until such time as full payment is received and cleared. Where licenses are purchased via the CSP program, Basic support is included as part of the license and consumption Charge; In the event the Customer requires a decrease to the number of O365 licenses provisioned, where purchased via the CSP Program, a service request must be submitted for each user to un-assign the required licenses. Once the Expert desk have confirmed the licenses have been unassigned, the customer submits a request to decrease the license subscription via their Ultima Account team. O365 End user support incident pricing is based on the number of licenses provisioned. At the end of each month Ultima shall validate the number of licenses provisioned during the billing period. The next monthly invoice is based on the number of licenses provisioned during the billing period. The minimum billing period per unit is one (1) calendar month; End user service request pricing is based on the number of service requests purchased as part of the agreed Call Volume. Where monthly Call Volume exceeds the agreed Call Volume by more than 10% then additional calls will be charged, in increments of 10, at the prevailing call rate and invoiced in the following month; Increases or decreases in consumption of Azure services will result in automatic increases and decreases in Service charges. Version 1 / Final Release / O365 & Azure Support Agreement 1.1 Page 5 of 21 / Ultima 2017

6 In the event the total Call Volume is below the agreed Call Volume, no credit or rollover is permitted; Hybrid or on premise infrastructure is based on the number of devices included in the Management Charges; Increases or decreases to managed device counts will result in an increase to the Management Charges; All support Charges are subject to an annual review; All license Charges are subject to monthly review based on the Microsoft published price list; Any other invoices that relate to products or works outside the scope of the Services will be invoiced as incurred or delivered; All prices exclude VAT. WARRANTIES AND UNDERTAKINGS Ultima represents, warrants and undertakes that throughout the Term: it will, at all material times, comply with the Applicable Laws and Regulations and requirements of all relevant Authority as from time to time in force or required in so far as they relate to the performance of Ultima s obligations under this Agreement; the Services shall be provided with reasonable skill and care and that it shall ensure that its, agents and sub-contractors shall have the necessary skills and competencies, including suitable qualifications, experience, equipment and other resources to enable them properly and expeditiously to perform the Services; there is no investigatory or regulatory review or proceeding pending or, to the knowledge of Ultima, threatened, which challenges or may have a material adverse effect on this Agreement or on the ability of Ultima to carry out its obligations under this Agreement; Ultima is not insolvent or unable to pay its debts as they fall due, no order has been made or petition presented or resolution passed for its winding up or administration and no receiver, administrative receiver or manager has been appointed by any person of its business or assets or any part thereof, nor has any equivalent or analogous event taken place in any jurisdiction throughout the world; Ultima is not aware of any matter or thing which will or might adversely affect its ability to fulfil its obligations under this Agreement; Ultima does not have any commitments to third parties that conflict with Ultima's obligations under this Agreement; The Customer warrants that: it has the authority and capacity to enter into this Agreement; it will, at all material times, comply with the Applicable Laws and Regulations and requirements of all relevant Authority as from time to time in force or required in so far as they relate to the performance of the Customer s obligations under this Agreement; Except as expressly stated in this Agreement, all warranties, terms and conditions, whether express or implied by statute, common law or otherwise (including but not limited to fitness for purpose) are hereby excluded to the extent permitted by law. Version 1 / Final Release / O365 & Azure Support Agreement 1.1 Page 6 of 21 / Ultima 2017

7 The Parties agree that the fact that any provision within this Agreement is expressed as a warranty shall not preclude any right of termination or other remedy being available to the other Party expressed in this Agreement in connection with the breach thereof. CONFIDENTIALITY Except to the extent set out in this Clause 7.0, or where disclosure is expressly permitted elsewhere in this Agreement, each Party shall: treat the other Party's Confidential Information as confidential; and not disclose the other Party's Confidential Information to any other person without the owner's prior written consent, provided that the Customer shall be free to disclose Ultima s Confidential Information to its Affiliates and its agents and service providers engaged in providing services to the Customer or its Affiliates provided that such disclosure is subject to an obligation of confidentiality. Ultima may only disclose the Customer's Confidential Information to Ultima's Personnel who are directly involved in the provision of the Services and then on a need to know basis only. Ultima shall ensure that such Ultima's Personnel are aware of, and comply with, confidentiality obligations no less onerous than those set out in this Clause 7.0. Ultima shall not, and shall procure that Ultima Personnel do not, use any of the Customer's Confidential Information received otherwise than for the purposes of this Agreement. COMPLIANCE WITH ANTI-BRIBERY LAWS AND POLICIES Ultima undertakes that it shall: comply with all Applicable Laws, statutes, and regulations relating to anti-bribery and anti-corruption including but not limited to the Bribery Act 2010 ( Relevant Requirements ); have and shall maintain in place throughout the Term its own policies and procedures, including but not limited to adequate procedures under the Bribery Act 2010, to ensure compliance with the Relevant Requirements and will enforce them where appropriate; promptly report to the Customer any request or demand for any undue financial or other advantage of any kind received by Ultima in connection with the performance of these Terms. Breach of this clause 8.0 shall be deemed a material breach of the Agreement. LIABILITY Nothing in this Agreement shall operate to exclude or limit a Party's liability for any of the following: any fraudulent act or omission; any breach of the terms of Clause 7.0 (Confidentiality); and Version 1 / Final Release / O365 & Azure Support Agreement 1.1 Page 7 of 21 / Ultima 2017

8 any liability that cannot as a matter of law be limited including liability for death or personal injury; liability for any Charges properly due under this Agreement; and any liability or payment made in connection with any of the heads of loss set out in this Clause 9.1 shall not amount towards the caps on liability set out in Clause 9.2 or 9.3. Subject to the terms of Clause 9.1, Ultima's maximum aggregate liability to the Customer for losses or damages suffered (whether in contract, tort (including negligence) or otherwise) in connection with this Agreement and the performance and/or receipt of the Services shall not exceed 100% of charges due for one year of support Services provision. Subject to the terms of Clause 9.1, the Customer's maximum aggregate liability to Ultima for losses or damages suffered (whether in contract, tort (including negligence) or otherwise) in connection with this Agreement and the performance and/or receipt of the Services shall not exceed 100% of charges due for one year of support Services provision. Neither Party will be liable to the other Party for any indirect, special or consequential loss or damage, (whether in contract, tort (including negligence) or otherwise). Neither Party will be liable to the other Party for any: loss of profit (direct or indirect); loss of revenue, loss of production or loss of business (in each case whether direct or indirect); loss of goodwill, loss of reputation or loss of opportunity (in each case whether direct or indirect); loss of anticipated savings or loss of margin (in each case whether direct or indirect); liability of the Customer or any Third Party User to third parties (whether direct or indirect); wasted management, operational or other time. FORCE MAJEURE Subject to due compliance with Clause 10.2, neither Party shall be liable to the other for any delay or non-performance of its obligations under this Agreement arising from any Force Majeure Event but in each case only for so long as such Force Majeure Event continues. In the event of either Party being so delayed or prevented from performing its obligations such Party shall: give notice in writing of such delay or prevention to the other Party as soon as reasonably possible stating the commencement date and extent of such delay or prevention, the cause thereof and its estimated duration; use all reasonable endeavours to mitigate the effects of such delay or prevention upon the performance of its obligations under this Agreement; and resume performance of its obligations as soon as reasonably possible after the removal of the cause of the delay or prevention. Version 1 / Final Release / O365 & Azure Support Agreement 1.1 Page 8 of 21 / Ultima 2017

9 Ultima shall not be entitled to receive the Charges for any Services not performed during the period of a Force Majeure Event. TERMINATION The Customer may terminate this Agreement or any part thereof for convenience on such period as is specified by the Customer in writing. If the Customer issues a notice to terminate this Agreement for convenience, it shall be obliged to pay the Termination Compensation to Ultima, which as a minimum is fees due for the balance of the Term. Ultima may terminate this Agreement by giving the Customer written notice in the event that the Customer fails to pay Charges which are due to Ultima under this Agreement and which are not subject to a bona fide dispute but which for three (3) consecutive months and such failure continues for thirty (30) calendar days from submission by Ultima to the Customer of a second notice of non-payment. Ultima may terminate this Agreement by giving the Customer written notice in the event that the Customer fails to remedy after a period of thirty (30) calendar days notice from Ultima of a breach of any Applicable Law or Acceptable Use Policy (or Ultima has reasonable grounds to believe such breach has been committed by the Customer). CONSEQUENCES OF TERMINATION Following the service of a Termination Notice for any reason Ultima shall: continue to provide and/or procure the provision of the Services in accordance with the terms of this Agreement until the expiry of the notice period ensuring that there is no degradation in the level of Service; Following the service of a Termination Notice for any reason the Customer will continue to be liable for the Charges for any Services provided in accordance with the terms of this Agreement (subject always to the terms of Clause 5.0 (Charges and Payments); and Following the service of a Termination Notice for any reason the Customer may at its option extend the period before which termination takes effect by up to twelve (12) months by giving notice to Ultima not less than twenty (20) Business Days prior to the date of termination. Any termination of this Agreement (howsoever occasioned) shall not affect any accrued rights or liabilities of either Party hereunder or at law. Version 1 / Final Release / O365 & Azure Support Agreement 1.1 Page 9 of 21 / Ultima 2017

10 APPENDIX A - DEFINITIONS In this Agreement (which expression includes the recitals, the schedule and any attachments hereto) the following words and phrases shall, unless the context otherwise requires, have the following meanings: Affiliate Agent Applicable Laws and Regulations Authority Break-fix Business Days Call Volume Call Resolution Charges Confidential Information Customer Data Data Protection Laws DPA Due Date means, in relation to a Party or other entity, any entity which controls, is controlled by or is in common control with that Party; means an employee of Ultima employed in the provision of the Services; means all applicable laws (including common law), statutes, orders, rules, provisions, regulations, directives and guidelines that have legal effect, whether local, national, international or otherwise, existing from time to time, including any requirements of any applicable Authority; means any local, national, multinational governmental or non-governmental authority, statutory undertaking or public or regulatory body or corporate body (whether present or future) which has any jurisdiction, control or influence over the Customer, Ultima, the Services or the performance thereof or any decision, consent or licence of which is required in order for the Services to be supplied in accordance with the Agreement or used by the Customer in the manner it intends; Break-fix are problems where there is a reasonable expectation that Microsoft is causing the problem means a day (other than Saturday or Sunday) on which banks are generally open for normal banking business in London; means to volume of service requests logged on the Ultima Expert Desk Tool; means the total active time expended directly by Ultima employees to resolve or fulfil an incident or service request; means the charges levied by Ultima in accordance with the tariffs, scales, charges, invoicing methods and terms of payment set out in the Order Form; means any information, however conveyed or presented, that relates to the business, affairs, operations, customers, processes, budgets, pricing policies, product information, strategies, developments, trade secrets, know-how, personnel and suppliers of the disclosing Party or its Affiliate, together with all information derived or generated by the receiving Party from any such information and any other information clearly designated by a Party as being confidential to it (whether or not it is marked "confidential"), or which ought reasonably be considered to be confidential; means any data (including any personal data), documents, text, drawings, diagrams or images (together with any database made up of any of those), embodied in any medium (whether electronic or otherwise), that are supplied to Ultima by or on behalf of the Customer or one of its Affiliates, or which Ultima is required to or does generate, process, store or transmit for the benefit of the Customer pursuant to this Agreement in relation to the provision of the Services; means the Data Protection Act 1998 in the UK including all regulations made under this Act and all relevant guidelines and guidance notes issued from time to time by the UK Information Commissioner and any equivalent applicable legislation, regulations and guidelines which may be in force in the UK in the future; means the Data Protection Act 1998 and all applicable laws and regulations relating to processing of personal data and privacy including the guidance and codes of practice issued by the UK Information Commissioner relating to such matters; means the date on which a payment from one Party to the other Party is due to be paid, including without limitation the date an invoice from Ultima is due for payment in accordance with the provisions of Clause 5.3; Version 1 / Final Release / O365 & Azure Support Agreement 1.1 Page 10 of 21 / Ultima 2017

11 Effective Date means the date defined on the Purchase Order is submitted; Force Majeure means any cause affecting or preventing the performance by either the Customer or Ultima of its Event obligations arising from acts, events, omissions, happenings or non-happenings beyond its reasonable and demonstrable control including (but without limiting the generality thereof), fire, flood, act of terrorism, or any disaster (excluding, for the avoidance of doubt, any industrial dispute involving Ultima or its subcontractors), but excluding any act, event, omission, happening or non-happening which is attributable to the wilful act, neglect or failure to take reasonable precautions of the affected Party, its employees, servants or agents or the failure of either the Customer or Ultima to perform its obligations under this Agreement; Initial Term means the period of twelve (12) consecutive months commencing on the Effective Date; Service Levels means the performance standards set out in Schedule 1.0 in accordance with which Ultima is to provide the Services; Services means the services to be provided under this Agreement as described in Schedule 1.0, to be provided by Ultima to the Customer; Term means the duration of this Agreement as determined in accordance with the provisions of clause 2.3; Termination Compensation means the amount of Charges that would be normally payable for the provision of the Services from the Termination Date up to the later of (i) the end of the Initial Term or (ii) if the Initial Term has been extended in accordance with clause 2.3, the last day of such extension; Termination Date means the date identified for termination of this Agreement in any Termination Notice; Termination Notice means any notice of termination served pursuant to this Agreement; VAT means value added tax; Version 1 / Final Release / O365 & Azure Support Agreement 1.1 Page 11 of 21 / Ultima 2017

12 2.0 SCHEDULE 1 O365 Services Managed Services Basic Essentials Premium 24x7x365 Break-Fix Phone/ support Comprehensive response and resolution SLA's Escalation to vendor Problem Management Monthly Service Reporting End User Service Requests (Moves, Adds, Changes) Portal Maintenance and Administration Change Management Service Delivery Manager Hybrid Support 1 1 Hybrid Maintenance 1 1 Where additional Hybrid support has been purchased 2.1 O365 Basic Support Basic support provides Break-Fix support in the event Microsoft cloud products are not working as expected. This can be both the actual products, such as Office365, or the Microsoft tools used to manage your products, such as Office Admin center. Typical scenarios for this support is when there are service issues with the Microsoft cloud products, the Customer is experiencing products defects or bugs or downtime caused by large scale or regional disruptions. The support service does not cover break-fix for problems caused by customer side issues i.e. where the customer has local network or infrastructure problems affecting the service of the Microsoft cloud products. 2.2 O365 Essential Support O365 Essential Support is perfect for organisations with limited in house expertise to support their end users. We understand most organisations offering mobile and flexible working and that your end users need to be able to reach rapid assistance should they find themselves unable to complete their task due to a support issue. O365 essential support offers full access to the O365 expert desk to support your end users with incidents and queries relating to your O365 deployment. The expert desk is manned by highly skilled support staff who follow mature processes that conform to ITIL methodology and best practise ensuring your incidents are handled professionally and efficiently. Support is provided from first through to third line and all our support professionals are able to raise incidents directly to the vendor where they manage such problems on your behalf. Essentials Support is provided on a per user pricing model enabling you to easily budget and forecast your support costs. As you provision or decommission licences your support costs flex alongside the licences consumed. The Expert Desk is contacted by or phone and full access to incident records is provisioned via our Interact portal for your authorised contacts giving full visibility to all activity occurring as part of your support service. Monthly reporting is also available to you via the Interact portal giving you full visibility of managed service performance. Version 1 / Final Release / O365 & Azure Support Agreement 1.1 Page 12 of 21 / Ultima 2017

13 O365 Essentials Monthly Report Incidents by category Incidents Resolution Performance Licence Usage Licence Provisioned 2.3 Premium Support Organisations deploy Office 365, to ensure continuous availability of resources to their employees and enhance their productivity. This can burden the administrators with the additional responsibility of managing the cloud-based environment. Apart from the traditional on-premise Active Directory, they now have to provision and manage users' identities and access to the cloud-based resources, manage the licenses of their cloud based environment. Premium Support is perfect for organisations with this challenge as the Expert Desk assume full responsibility for provisioning, decommissioning and managing user identities and access. All the support provision of Essentials is included in Premium Support with the addition of all administration and management of your end users, this type of activity is commonly known as Service Requests. The Expert Desk will manage all end user Service Requests ensuring permissions, provisioning, decommissioning requests are fulfilled in a consistent and timely manner. Simply predict the volume of Service Request activity on a monthly basis and purchase a service request pack aligned to your business requirements. In the event you do not have access to data enabling you to determine service request activity Ultima will be able to provide advice based on industry standard information helping you make this prediction. Each Essentials and Premium support contract agreement allows you to flex both user and activity volumes mid contract term. Ultima Premium Support also includes full Change Management of the O365 Admin Portal that stores the configuration, policy and security settings that govern the use of your O365 deployment. As and when you need a change to configuration or a policy defined within the backend portal the Expert Desk will technically validate your change and ensure mutual approval before applying any change to the deployment on your behalf. For organisations who have opted for a hybrid deployment of O365 that integrates with on premise infrastructure and technologies Ultima can uplift your Premium Support to provide full 24x7x365 proactive, flexible and comprehensive managed support backed up by enterprise level monitoring and management toolsets. All the support provision of Essentials Support is included with the addition of management for your hybrid infrastructure through proactive maintenance and application of critical and security patches keeping your environment up to date and protected against the latest security threats. An Ultima Service Delivery Manager will meet with you on a recurring basis throughout the contract term to provide advice and recommendations regarding your service thereby providing strategic direction for the technologies deployed as well as service management best practise. You Service Delivery Manager also acts as a central point of contact for any service related queries. O365 Premium Monthly Report Incidents by category Incidents Resolution Performance Top call report Problem Reporting Service Request by category Service Request Fulfilment Performance Licence Availability Licence Provisioned Management Summary and Recommendations Version 1 / Final Release / O365 & Azure Support Agreement 1.1 Page 13 of 21 / Ultima 2017

14 2.4 Hybrid and On-Premise Environment Support For organisations who have opted for a hybrid deployment of O365 that integrates with on premise infrastructure and technologies Ultima can uplift your Essential Support to provide full 24x7x365 proactive, flexible and comprehensive managed support backed up by enterprise level monitoring and management toolsets. Ultima utilise enterprise class systems to continually monitor your core infrastructure whether it be hosted, on premise or in the data centre to ensure we proactively identify potential issues before they evolve into problems thereby protecting business operations. Upon receipt of an alarm from our monitoring system the expert desk proactively raise and incident and resolve on your behalf. 2.5 Monitoring Hardware - Metrics are used to identify a range of performance issues and component failures, to avoid unnecessary service downtime Hypervisor - We monitor and manage a range of virtualisation platforms Cloud We monitor essential services from our established cloud platforms Operating System - We monitor essential Wintel components in order to identify issues which, if left unchecked, may interrupt or degrade your services Application - Our consultants set specific thresholds, with a view to ensuring that each of your key services operate within acceptable tolerances 2.6 Proactive Support Own In addition to working seamlessly within our own teams, Ultima work closely with the vendor to ensure full ownership of incidents from the first alarm to resolution. Diagnose - We use the information gathered by via monitoring systems coupled with the extensive skills and capabilities of our highly qualified support consultants to identify the root cause of a problem Resolve Our tried and tested troubleshooting methodologies combined with experience enable us to reach resolution within the quickest possible timescales. Report Our Service Management reporting is designed to demonstrate effective management, performance and capacity and recommendations relating to your infrastructure. This provides you with the visibility of trends to make strategic and planning decisions 2.7 Service Management Incident Management All incidents are reported to the Ultima Expert Desk via telephone or . The Expert Desk are responsible for logging all incidents on the Ultima Expert Desk Tool. Activities defined as Incident are including but not limited to; Any event which not part of standard service operation Any event that is causing or has caused an interruption to normal service End user assistance for O365 service connectivity issues End user How Do I? questions Version 1 / Final Release / O365 & Azure Support Agreement 1.1 Page 14 of 21 / Ultima 2017

15 The Expert Desk will record as a minimum, the following information requirements in order to best track the history of an incident from registration through to resolution. Unique ID of the Incident Date and time of recording Expert Desk agent responsible Caller / user data Description of symptoms Product category Incident category Call Priority The Expert Desk will record and prioritise the incident then perform an initial 15 minutes of troubleshooting with the end user in order to resolve the incident. For common issues the Expert desk may issue knowledge articles to the end user in order to provide a resolution. The Expert Desk may remote into the customer s O365 admin centre to troubleshoot and speed up the resolution time of the incident. Calls not resolved in the initial 15 minutes of troubleshooting are passed to the next level of technical support for resolution, the user is advised their call has been assigned and they will be contacted by a 2 nd level engineer in order to progress the issue. As part of this Service, the Expert Desk maintains ownership of all incidents through to closure. The status of outstanding incidents are continuously monitored, so that counter-measures may be introduced as soon as possible if Service Levels are likely to be breached. The Expert Desk will keep the end user informed of incident progression. In the event the end user does not issue a response to the Expert Desk after being contacted on three separate occasions the service request will be closed Service Request Management All service requests are reported to the Ultima Expert Desk via telephone or . The Expert Desk are responsible for logging all service requests on the Ultima Expert Desk Tool. Activities defined as Service Requests are including but not limited to; End User account creation, deletion, within the O365 portal End User account permission assignment, approval, removal Password resets The Expert Desk will apply as a minimum, the following information requirements in order to best track the history of an incident from registration through to resolution. Unique ID of the Service Request Date and time of recording Expert Desk agent responsible Caller / user data Description of requirement Product category Service Request category Call Priority The Expert Desk will record the service request and proceed with fulfilment of the requirement, should the customer require approval before a service request is fulfilled they must provide the Expert Desk with a contact and contact details to approve each service request. As part of this Service, the Expert Desk maintains ownership of all Service Requests through to closure. The status of outstanding service requests are continuously monitored, so that counter-measures may be introduced as soon as possible if Service Levels are likely to be breached. The Expert Desk will keep the end user informed of Service Request progression. In the event the end user does not issue a response to the Expert Desk after being contacted on three separate occasions the service request will be closed. Version 1 / Final Release / O365 & Azure Support Agreement 1.1 Page 15 of 21 / Ultima 2017

16 2.7.3 Change Management All Change Requests are submitted via the Interact Portal. The Expert Desk are responsible for logging all Change Requests on the Ultima Expert Desk Tool. The Expert Desk will record as a minimum, the following information requirements in order to best track the history of a Change Request from registration through to completion. Unique ID of the Change Request Date and time of recording Expert Desk agent responsible Description of the Change Reason for the Change Change Action / Implementation Plan Change Test Plan Risk Assessment Level Predicted time schedule for implementation Change Fallback Plan The Expert Desk will follow a pre-defined process in order to ensure each change is approved by an authorised approver. This may be via the Expert Desk tool or via a formal Change Approval Board. Upon receipt of approval or rejection of a change the Expert Desk will update the Change Record and advise the requester they can or cannot proceed with the change. The Expert Desk will update the change record with closure information following implementation of any change. It is the Customer s responsibility to ensure all parties involved in requesting, processing and implementing change into the environment maintain all communication with the Expert Desk. 2.8 Service Levels This section details the target measurements to assess performance of the Expert Desk. Service measurements have been identified to manage the success of the service provided. All measurements are calculated from the data collated from the Expert Desk Tool in each calendar month; Service Measurement Target Metrics Call Response - Ave. speed for SvD to answer 15 Seconds 95% call pickup in <30seconds per month Call Response - Abandoned Calls (over 30 secs) < 5% per month <5% Abandoned calls per month Call Resolution - Priority 1 4 hours 95% achieved call resolution per month Call Resolution - Priority 2 8 hours 95% achieved call resolution per month Call Resolution - Priority 3 1 day 95% achieved call resolution per month Call Resolution - Priority 4 2 days 95% achieved call resolution per month Call Resolution - Priority 5 4 days 95% achieved call resolution per month 2.9 Call Priority Classification As part of the call logging process the Expert Desk use the matrix below to define a call priority level. Version 1 / Final Release / O365 & Azure Support Agreement 1.1 Page 16 of 21 / Ultima 2017

17 Urgency Priority High Medium Low Priority 1 Priority 2 Priority 3 High Site / service down. Affects entire business or large number of users. Security is or could be compromised Site/service functioning but performance is degraded. Affects only a small number of users. Incident during normal/critical period. Small impact on live service or operations. Affects only a small number of end users. Incident during quiet period. Priority 2 Priority 3 Priority 4 Impact Significant Single Site down/service not functioning. Affects a building/department or significant number of users. Incident during normal period. Site/service functioning but performance is degraded. Affects only a small number of end users. Incident outside business hours. No impact on live service or business operations. Issue affects only a single user Priority 3 Priority 4 Priority 5 Regular Dept. down/service not functioning. Affects only a small number of end users. Incident during quiet period. Site/service functioning Issue affects only a single user Advisory or general enquiry. Service Request 2.10 Service Reporting The following table details the agreed reporting used to measure performance of the service. Monthly Report Basic Essentials Premium Incident Data via Portal Incidents by category Incidents Resolution Performance Licence Availability Licence Provisioned Service Request by category Service Request Fulfilment Performance Top call report Problem Reporting Management Summary and Recommendations 2.11 Service Escalation Contacts All contact for technical assistance must go through the Technical Support Centre in the first instance. In the event escalation is required the Customer may use the escalation contact details below. Version 1 / Final Release / O365 & Azure Support Agreement 1.1 Page 17 of 21 / Ultima 2017

18 Technical Support Centre License Team Name Expert Desk Technical Queries Billing and Subscription Queries Phone (8am-6pm Mon-Fri) (8am-6pm Mon-Fri) Escalation Contact Name Phone Technical Support Centre Manager (8am-6pm Mon-Fri) (8am-6pm Mon-Fri) 2.12 Service Limitations All management is undertaken remotely from Ultima s Technical Support Centre. Any work requiring an onsite visit will be deemed chargeable and must be authorised by the customer prior to commencement. For equipment hosted at the Customer site, Ultima may require assistance from the Customer for the physical switching on or off of devices; this must be facilitated for some upgrades or resolution to certain issues. Any activities or responsibilities that relate to events, incidents or security breaches by the Customer s employees or representatives that compromise the solution security or availability. Any events incidents or security breaches caused by unsupported Hardware or Software. Any activities or responsibilities that relate to the Customer not undertaking reasonable upgrade or patching programmes as recommended by Ultima that leads to the Customer s infrastructure not being fully protected as a result. Support for custom development, custom applications, custom scripting, custom design is excluded from the Services. Any project work, upgrade work, major enhancements or configuration, such activities is treated as chargeable work. Replaced or restored devices must be configured locally by the customer until the equipment is bought to a state where Ultima can connect remotely. The Technical Support Centre can talk the customer through this process if required. Any works not included within the Services Schedules are excluded. Version 1 / Final Release / O365 & Azure Support Agreement 1.1 Page 18 of 21 / Ultima 2017

19 3.0 SCHEDULE 2 - Azure Services 4.0 Basic support: Basic support provides Break-Fix support in the event Microsoft cloud products are not working as expected. This can be both the actual products, or the Microsoft tools used to manage your products, such as Azure Admin centre. Typical scenarios for this support is when there are service issues with the Microsoft cloud products, the Customer is experiencing product defects or bugs or downtime caused by large scale or regional disruptions. The support service does not cover break-fix for problems caused by customer side issues i.e. where the customer has local network or infrastructure problems affecting connectivity to Azure services or configuration support of integrated Azure services, features, and bundled suites. 4.1 Service Management Incident Management All incidents are reported to the Ultima Expert Desk via telephone or . The Expert Desk are responsible for logging all incidents on the Ultima Expert Desk Tool. Activities defined as Incident are including but not limited to; Any event which not part of standard service operation Any event that is causing or has caused an interruption to normal service The Expert Desk will record as a minimum, the following information requirements in order to best track the history of an incident from registration through to resolution. Unique ID of the Incident Date and time of recording Expert Desk agent responsible Caller / user data Description of symptoms Product category Incident category Call Priority The Expert Desk will record and prioritise the incident then perform an initial 15 minutes of troubleshooting with the user in order to resolve the incident. For common issues the Expert desk may issue knowledge articles to the user in order to provide a resolution. The Expert Desk may remote into the customer s Azure admin centre to troubleshoot and speed up the resolution time of the incident. Calls not resolved in the initial 15 minutes of troubleshooting are passed to the next level of technical support for resolution, the user is advised their call has been assigned and they will be contacted by a 2 nd level engineer in order to progress the issue. As part of this Service, the Expert Desk maintains ownership of all incidents through to closure. The status of outstanding incidents are continuously monitored, so that counter-measures may be introduced as soon as possible if Service Levels are likely to be breached. The Expert Desk will keep the user informed of incident progression. In the event the end user does not issue a response to the Expert Desk after being contacted on three separate occasions the Incident will be closed. Version 1 / Final Release / O365 & Azure Support Agreement 1.1 Page 19 of 21 / Ultima 2017

20 4.2 Service Levels This section details the target measurements to assess performance of the Expert Desk. Service measurements have been identified to manage the success of the service provided. All measurements are calculated from the data collated from the Expert Desk Tool in each calendar month; Service Measurement Target Metrics Call Response - Ave. speed for SvD to answer 15 Seconds 95% call pickup in <30seconds per month Call Response - Abandoned Calls (over 30 secs) < 5% per month <5% Abandoned calls per month Call Resolution - Priority 1 4 hours 95% achieved call resolution per month Call Resolution - Priority 2 8 hours 95% achieved call resolution per month Call Resolution - Priority 3 1 day 95% achieved call resolution per month Call Resolution - Priority 4 2 days 95% achieved call resolution per month Call Resolution - Priority 5 4 days 95% achieved call resolution per month 4.3 Call Priority Classification As part of the call logging process the Expert Desk use the matrix below to define a call priority level. Urgency Priority High Medium Low Priority 1 Priority 2 Priority 3 High Site / service down. Affects entire business or large number of users. Security is or could be compromised Site/service functioning but performance is degraded. Affects only a small number of users. Incident during normal/critical period. Small impact on live service or operations. Affects only a small number of end users. Incident during quiet period. Priority 2 Priority 3 Priority 4 Impact Significant Single Site down/service not functioning. Affects a building/department or significant number of users. Incident during normal period. Site/service functioning but performance is degraded. Affects only a small number of end users. Incident outside business hours. No impact on live service or business operations. Issue affects only a single user Priority 3 Priority 4 Priority 5 Regular Dept. down/service not functioning. Affects only a small number of end users. Incident during quiet period. Site/service functioning Issue affects only a single user Advisory or general enquiry. Version 1 / Final Release / O365 & Azure Support Agreement 1.1 Page 20 of 21 / Ultima 2017

21 4.4 Service Escalation Contacts All contact for technical assistance must go through the Technical Support Centre in the first instance. In the event escalation is required the Customer may use the escalation contact details below. Technical Support Centre License Team Name Expert Desk Technical Queries Billing and Subscription Queries Phone (8am-6pm Mon-Fri) (8am-6pm Mon-Fri) Escalation Contact Name Phone Technical Support Centre Manager (8am-6pm Mon-Fri) (8am-6pm Mon-Fri) 4.5 Service Limitations All management is undertaken remotely from Ultima s Technical Support Centre. Any work requiring an onsite visit will be deemed chargeable and must be authorised by the customer prior to commencement. Any activities or responsibilities that relate to events, incidents or security breaches by the Customer s employees or representatives that compromise the solution security or availability. Any events incidents or security breaches caused by unsupported Software. Any activities or responsibilities that relate to the Customer not undertaking reasonable upgrade or patching programmes as recommended by Ultima that leads to the Customer s infrastructure not being fully protected as a result. Support for custom development, custom applications, custom scripting, custom design is excluded from the Services. Any project work, upgrade work, major enhancements or configuration, such activities is treated as chargeable work. Any works not included within the Services Schedules are excluded. Version 1 / Final Release / O365 & Azure Support Agreement 1.1 Page 21 of 21 / Ultima 2017