General Terms and Conditions for the pro2mate Managed Helpdesk Service

1. Introduction

These Terms and Conditions (“Terms”) govern the provision of the pro2mate Managed Helpdesk Services (“Services”) by pro2mate Ltd. (“the Supplier”), to its Client for whom the Services are provisioned, and are subject to the underlying terms and conditions of the usage of Autotask PSA system (“the Software Platform”) provided by Datto Inc., a Kaseya Company (“the Software Provider”), effective as of April 1, 2024. By engaging in the Services provided by the Supplier, the Client agrees to adhere to these Terms.

2. Use of the Software Platform

a) Right to Use

The Client acknowledges that the use of the Software Platform is subject to the Terms outlined by the Supplier only.

The Supplier retains exclusive management of their relationship with the Software Provider and these Terms will not enter the Client into an agreement with the Software Provider directly or indirectly, nor will the provision of this service to the Client grant them license to do so.

The Supplier grants the Client a limited, revocable, non-sublicensable, non-exclusive right to access and use the Software Platform as provisioned by the Supplier and as per the terms specified here and within the Client’s contracted Service Agreement.

b) Licensing

The Client will be provided with an initially fixed number of per-user licenses purchased at the time of commencement of the Service Subscription, which can be increased on request to the Supplier as needed.

Any additional user licenses added to the Service Agreement will be subject to additional per-user license fees at the current rate specified by the Supplier, which will be activated immediately upon written authorisation from the Client.

Each user license provided to the Client is subject to the minimum Subscription Term indicated in section 4a of these Terms.

3. Professional Services

a) General Information:

The Supplier will provide Professional Services related to the provisioning and implementation of the Software platform in-line with Supplier best-practices and pre-agreed Client specific customisations prior to activation of the Services.

Any and all Professional Services provided by the Supplier to the Client will not be covered by the per-user license fee and are billed at the current standard rate provided by the Supplier.

b) Professional Services Duration:

The Client will be provided with an initially fixed amount of Professional Services Hours purchased at the time of commencement of the Service Subscription, based on the recommendations of the Supplier considering the needs of the Client following the initially conducted discovery session(s).

Any additional Professional Services Hours required by the Client, for example to perform further customisations outside the original implementation scope, can be purchased by the Client at the current rate specified by the Supplier, and the required implementation work will be scheduled accordingly, subject to consultant availability, whilst considering the needs and expectations of the Client as a priority.

c) Work Scope:

The Supplier will undertake a series of exploratory sessions with the Client during the duration of the Professional Services Term provided in order to tailor the implementation of the Software Platform to the needs of the Client’s business. This will typically involve the fulfilment of general information requests and stakeholder meetings to be conducted during this time.

All features of the Software Platform implemented for the Client will be within the realms of its capabilities.

4. Service Agreement Overview

Whilst these Terms are independent of a Client-specific Service Agreement, this section aims to provide a general overview of the terms governing the Client’s commitment requirements when using this Service.

a) Subscription Term:

The minimum term of the Service Agreement is 12 months, beginning on the Activation Date. Early termination will incur an exit fee which will be equivalent to each remaining monthly license fee payment for the remaining term of the Service Agreement.

b) Fees and Payments

Service Subscription fees are invoiced monthly and in advance, beginning on the Activation Date. Monthly fees are based on the current number of licences designated in the Service Agreement.

c) Support and Liability

The Supplier will provide support only related to the provisioned usage of the Software Platform system itself, and will not be liable for any issues that arise outside of its control relating to the general availability of the Software Platform, which is controlled exclusively by the Software Provider. Any issues relating to the availability or functionality of the Software Platform that are experienced by the Client must be reported to the Supplier for initial investigation and where required, may be subject to further escalation to the Software Provider. Such investigations will be carried out in a timely manner and within Supplier SLAs, however the Supplier will not be liable for the timeframe nor outcome of any subsequent investigation required by the Software Provider.

Upon request from the Client, the Supplier will provide reports for various metrics such as the usage statistics pertaining to this service in line with Supplier best-practices, within Suppler SLAs, and within the realms of the capabilities of the Software Platform.

The Software Platform is a web-based system that requires a strong password and 2FA (two-factor authentication via a time-based one-time code/token) to be configured prior to first use. Login credentials are managed for and by a Client user exclusively and confidentially, and will not be visible to any other user nor visible to the Supplier. Any subsequent misuse of this access, whether this relates to access to the Software Platform or derivative access to its data pertaining to the Client’s business held within the Software Platform, is the sole responsibility of the Client. The Supplier does not assume responsibility for the content, management or loss of any of this data at any time.

Unless agreed specifically as part of the Service Agreement, the provision of the Software Platform to the Client does not imply any support for the Client’s internal support requests or those of its users/clients. The Client will manage their user/customer support exclusively until and unless a specific agreement exists between The Supplier and the Client, dictating the terms of support.

d) Confidentiality

Through the provision of these services, the Supplier may have access to Confidential Information held in respect of the Client’s business within the Software Platform. The Supplier will not divulge to third parties, with the sole exception of the Software Provided in cases where troubleshooting is required, matters confidential to the Client without explicit permission to do so.

Except where agreed otherwise, all material and data held within the Software Platform relating to the Client’s business will remain the possession of the Client and will not be used without their permission.

The Client acknowledges that the Software Platform is a shared system utilised by multiple organisations managed through the Supplier’s own unique account within the Software Platform. The Supplier will ensure that the adequate segmentation of data exists within their account to prevent any cross-company access between parties.

“Confidential Information” refers to information in any form relating to the business affairs, employees, officers, or finances of the Client, for the time being confidential to the Client including (but not limited to) information that the Supplier creates, develops, receives or obtains in connection with their appointment under these Terms, whether or not such information (if in anything other than oral form) is marked as confidential.