Access Managed Services

ACCESS MANAGED SERVICES : SERVICE DESCRIPTION
DEFINITIONS
Where any defined terms used in this document are set out in the Access Core Terms then that definition applies. Otherwise any further terms are defined as below:
Cloud Desktop Services	means any software or service running on the Core Cloud Desktop Platform
Core Cloud Desktop Platform	means the Citrix cloud gateway status, cloud connector virtual machines and base data centre platform covering the hardware, storage and data centre network.
In-Scope Systems	means those systems subject to Our management under the Access Managed Services, as listed within the Order.
Operational Point of Contact	means the persons listed as such on the Order (or as otherwise notified to Us in writing from time to time).
Reserved Systems	means the specific environment for each Customer for the delivery of Access Managed Services
Service Availability	means the monthly uptime % used to calculate the Service Availability of the Core Cloud Desktop Services Platform, which shall be calculated as: monthly uptime % = (maximum available minutes – downtime) / maximum available minutes X 100. Downtime includes all time that the Core Cloud Desktop Services Platform is unavailable excluding scheduled maintenance.
Services Cancellation	means the premature termination of Access Managed Services.
Service Levels	means the Service Levels described in the Service Levels Annex below.
Set-Up Services	means the professional services & project management activities used to deliver the implementation services listed in the SOW
Support Services	means support entitlement as outlined in this Service Description C2
Updates	means software patches released by 3rd party vendors comprising the hosted service.
User Acceptance Testing (UAT)	means tested against certain acceptance criteria and specifications that are predefined and agreed prior to go live

PART A. THE SERVICES

A1. Services

1. We shall perform the Set-up Services in accordance with any timetable set out in the Order, provided that performance dates set out in the Order shall be estimates only, and time shall not be of the essence of the Contract.

2. When We consider that the Access Managed Service is ready for activation We shall notify You. Within 5 days of such notification You shall review the operation of the Access Managed Service to confirm that it functions in material conformance with the Specification. If the Access Managed Service fails in any material respect to conform to the Order, You shall give Us a detailed description of any such non-conformance ("Error") in writing, within the 5 day review period.

3. We shall use reasonable efforts to correct any Error within a reasonable timeframe and, on completion, re-submit the Access Managed Service to You.

4. Subject to termination or expiry of the Contract in accordance with its terms, We shall provide the Access Managed Service as from the Acceptance Date. The Service Levels shall apply with effect from the start of activation.

5. Core Cloud Desktop Platform Availability. We shall use reasonable care and skill when providing the Cloud Desktop Services but do not guarantee that the Core Cloud Desktop Services Platform shall be continually available to You. There may be occasions when Core Cloud Desktop Services Platform is disrupted through Your breach or an act or error of another third party or other circumstances, in each case, outside of Our reasonable control.

A2. Our Obligations

1. We warrant that We will use reasonable endeavours to provide the Access Managed Services, substantially in accordance with the Service Description. Notwithstanding the foregoing, We do not warrant that Your use of the Access Managed Services will be uninterrupted, secure or error free (“Service Warranty”).

2. The Service Warranty shall not apply to the extent of any non-conformance which is caused by use of the Managed Service contrary to Our instructions or Your breach of the Agreement.

3. If the Access Managed Services do not conform to the Service Warranty, We will use reasonable commercial efforts to correct any such non-conformance promptly, or provide You with an alternative means of accomplishing the desired performance. Without prejudice to any Service Credits that might apply, such correction or substitution constitutes Your sole and exclusive remedy for any breach of the Service Warranty.

4. We may suspend the Access Managed Services where We reasonably believe that the Access Managed Services are being used (or will be used) in breach of the Agreement, or where We believe such action is necessary to protect Our network, other customers or reputation or to comply with any legal or regulatory requirement.

5. We may terminate the provision of any element of the Access Managed Services without liability to You in the event that: (a) We are no longer able to continue to supply that element of the Access Managed Services on the same commercial basis due to a significant change in the legal or regulatory environment; and/or (b) any underlying hardware has reached the end of its useful life or warranty period. In either case, We shall give You reasonable prior Notice of such termination and We shall refund to You an amount equal to the unused portion of any Fees pre-paid for that element of the Access Managed Services.

6. We shall be responsible for the operation and maintenance of the hardware and software used in providing the Access Managed Services in meet the Service Levels including:

a. maintaining the hardware in good operating condition, subject to normal wear and tear;

b. undertaking repairs and preventative maintenance on the hardware in accordance

with the manufacturer’s instructions, including warranty terms, to maintain the hardware to its published specifications; and

c. applying patches, fixes or other temporary repairs and preventative maintenance to the software (whether Access or third-party software) to maintain the software to the licensor’s published specifications.

A3. Your Obligations

You shall (and, where applicable, shall ensure that your personnel):

1. Comply with all reasonable instructions given by Us in relation to the Access Managed Services, including the timely and proper performance of Your obligations as set forth in this Service Description

2. Comply with any of Our policies (including any Acceptable Use Policy) that may be in place from time to time;

3. provide Us with all information as may be required by Us in order to provide the Managed Service, including Customer Data, security access information and interfaces to Your other business applications;

4. take good care of Our equipment to prevent damage or loss to such equipment arising from misuse by Your personnel in accordance with any applicable policy or instructions from Us from time to time;

5. maintain adequate policies of insurance which provide cover for Our equipment when located at Your premises against the normal risks which You could reasonably be expected to insure against in respect of Your own equipment;

6. not store, distribute or transmit any material through the Access Managed Services that is unlawful, harmful, threatening, defamatory, obscene, harassing or racially or ethnically offensive; facilitates illegal activity; depicts sexually explicit images; promotes unlawful violence, discrimination based on race, gender, colour, religious belief, sexual orientation, disability, or any other illegal activities;

7. take all reasonable precautions against unauthorised access to and loss of data and (unless stated otherwise within the Order) ensure that Your data is backed up;

8.shall use all reasonable endeavours to procure that You and any necessary third party shall execute and deliver such documents and perform such acts as may reasonably be required for the purpose of giving full effect to the Agreement; and

9. where applicable and appropriate, comply (and shall procure that any Authorised Users shall comply) at all times with the terms of any end user software licences We notify to You from time to time, including the terms of the Microsoft End User License Terms set out in this Services Description.

If You request Us to perform Your Obligations (whether in full or in part), and where We accept to perform the same, You will be charged on a time and materials basis for Our performance.

A4. Your Warranties

1. Unless stated otherwise within the Order; You warrant and represent that You have in place appropriate virus protection and information security measures to protect Your own systems and the data in Your possession and control (“Security Warranty”).

2. You shall fully indemnify and hold Us harmless from and against any losses, damages, costs (including all legal fees) and expenses incurred by Us as a result of, or in connection with, the breach by the Security Warranty.

3. Non-performance of Our obligations under this Agreement shall be excused if and to the extent that:

a. Our non-performance results from the Your failure to perform one or more of Your Obligations or Warranties; and

b. We have used commercially reasonable efforts to perform Our obligations notwithstanding Your failure to perform (with You reimbursing Us for Our reasonable and demonstrated additional expenses for such efforts provided such expenses are notified to You before they are incurred).

A5. Terms And Conditions Regarding Use Of Microsoft Software

Microsoft End User License Terms

In using the Access Managed Services Service, You accept the Microsoft terms as available here: https://www.microsoft.com/licensing/terms and as updated from time to time.

	PART B. ACCESS MANAGED SERVICES: SET-UP SERVICES
B1. Set-Up Services	Set-Up Services will be provided by Us at project initiation, post contract signature. Each Party shall co-operate in ensuring that the Set-Up Services for all the Access Managed Services is in accordance with the Set-Up Services Plan. We shall keep You informed of progress of the Set-Up Services, any actual or anticipated delays, and any steps being taken by Us (and any suggested steps You could feasibly take to mitigate delays). If there is any delay caused by You, or a 3rd party managed by You, or a 3rd party engaged on behalf of You, which is a result of a failure to perform Your obligations in this Agreement then: 1. We will be entitled to amend the Set-Up Services plan (acting reasonably) to adjust subsequent timescales by the extent of the delay caused by You; and 2. If We can demonstrate that the delay caused by the 3rd party will cause Us to incur additional costs, You shall pay to Us any reasonable additional costs. You will be notified in advance of the likely costs and expenses to be incurred and, acting reasonably, agree the additional costs and expenses, provided that We take reasonable steps to mitigate those costs and expenses.
B2. Third Party Costs	The migration and/or upgrade costs for any third party software (procured by You outside of the Agreement) which may be incurred during the lifecycle of the project will be Your responsibility. Providers of third-party software (procured by You outside of the Agreement) may have their own costs involved in migrating/upgrading the applications, and they will invoice you directly.
B3. Exit of existing contract	You are responsible to serve notice and manage existing contracts including with Your pre-existing managed service provider. We will not be liable to assist in the cancellation of such contracts or any costs associated. You agree not to service notice on any services until the initiation and planning phase is completed to ensure a smooth transition to Access Managed Services.
B4. User Acceptance Testing (UAT)	We shall facilitate the testing environment and You shall ensure Acceptance Tests are undertaken. 1. You shall make reasonable endeavours to make key representatives available for the testing. 2. It is Your responsibility for the undertaking and success of any user acceptance testing (UAT). 3. During the User Acceptance Testing (UAT) phase, You will be responsible for: a. the undertaking of the UAT; b. the production of the UAT test strategy and or plan; c. the production of the UAT test scripts; d. identification of key functionality within the third party applications used by You; e. Sign off of the UAT as complete and successful, judged to be appropriate to put the in-scope services into live service operation.
B5. UAT Remediation	We shall be responsible for the rectification of Errors within Our control, excluding any Errors which result directly from any failure or defect of any hardware, software or other system that is the responsibility of You or a third-party vendor. We reserve the right to delay the Go Live if the UAT is not deemed by Us to have been completed by You to an acceptable level to allow confidence that the live service will operate without service issues. You

waive any right to Service Credits and or any other form of damages where We permit go live despite UAT not being completed either at all or to the required standard and where We have informed You of the

same.

	PART C. ACCESS MANAGED SERVICES: SUPPORT SERVICES
C1. Customer Success Plan	You acknowledge that neither the Access Success Plans nor the SaaS SLAs (as referred to in the Access Terms and Conditions) shall apply to the Access Managed Services product.
C2. Support Services	We shall provide Support Services comprising: a. 1st Line Support, operated 0800hrs to 2200hrs on Business Days and 0900 to 1700 on weekend days (excluding public holidays and operating reduced hours during Christmas period); b. 2nd Line Support, operated 0800hrs to 2200hrs on Business Days and 0900 to 1700 on weekend days (excluding public holidays and operating reduced hours during Christmas period); c. 3rd Line Support, operated 0800hrs to 2200hrs on Business Days and 0900 to 1700 on weekend days (excluding public holidays and operating reduced hours during Christmas period); d. issues of Priority Code 1 Incident, 24x7 in accordance with Part D below; e. identifying, testing and deploying Updates promptly but minimising any disruption for Authorised Users; and f. reporting monthly the status of requests for Support Services and any exceptional occurrences arising while providing Support Services. If an Authorised User requests assistance for a matter beyond the In Scope Systems, the 1st Line Support team shall direct the Authorised User to an appropriate Customer resource.
C3. Service Levels	a. We shall resource 1st Line Support with personnel familiar with the In-Scope Systems and capable of dealing with requests in accordance with the Service Levels. We shall: i. filter out any requests from Authorised Users that are not appropriate to escalate to third party vendors of In-Scope Systems because (i) the requests arise out of Authorised User error (ii) the requests do not arise out of any deficient or unusual performance of In-Scope Systems or (iii) the requests, if escalated, might cause You to incur extra charges from the third-party vendors (unless approved by You in advance); ii. shall provide on-site support at Your premises so far as is reasonably requested by You. Any on-site visits for new installations, networking and office moves will incur additional cost and the cost of which will be passed onto You on a time and materials basis (T&M), the costs will be approved by You in advance; and iii. perform Support Services so that they meet the Service Levels. b. If a Priority Code 1 Incident occurs, the We shall work 24x7 to resolve or workaround the issue until it is resolved. c. We will provide 1st Line Support Services outside of the support hours defined in C2 for (at Our option) an additional charge of £100 per hour with a minimum charge of £100 per request, unless the Support Services are required to address a Priority Code 1 Incident (a problem that is proven to be as a direct result of a fault with the services that We are contracted to provide, and not related to any 3rd party software that You are accountable for) in which case the Priority Code 1 agreement in paragraph b (above) takes precedence.
C4. Performance Disruption	If performance of any Access Managed Services necessitates disrupting normal operation of any systems, then We shall: a. for disruption to In-Scope Systems, use commercially reasonable endeavours to notify relevant Authorised Users in advance of the disruption, by contacting Your Operational Point of Contact (OPoC) and schedule the disruption at a mutually convenient time, calculated to minimise the disruption to Authorised Users’ operation within normal business hours. If the change has to be performed out of normal business hours, then a T&M rate may apply; and b. for disruption to Your Reserved Systems, notify You of this so that You can notify relevant Authorised Users in advance of the disruption and schedule the disruption at a time calculated to minimise the disruption to Authorised Users or out of normal business hours; Any disruption will be measurable against the SLA in place where applicable. I.e. planned maintenance slots are not measured against SLA.

C5. Use of third party consultants (non-Access)

If You use third party consultants not approved by Us to configure the Access Managed Services, We will have the right to charge You for Our consulting services to fix any configuration issues caused by those third parties and/or terminate Support Services.

C6. Access Support Services exclusions

Our obligation to provide the Support Services shall not extend to:

1. attendance to faults caused by Your failure to use the Access Managed Services in accordance with the requirements of the Documentation and/or documentation or manuals supplied with the Access Managed Services, or caused by operator error or omission;

2. attendance to faults attributable to faults in the Customer Equipment or its use or interaction with other software with which the Access Managed Services is not compatible, or its use or interaction with Access Managed Services on Customer Equipment that We have not approved in

writing.

PART D. Service Levels Annex
We shall use commercially reasonable endeavours to deliver the Services in accordance with the below Service Levels. All issues shall be logged with the Service Desk via the information supplied in Your welcome pack.
Priority	Definition	Target Response	Target Resolve
P1	Complete outage of service Severely degraded service as to be unusable for new or existing services	15 mins	4 hours
P2	Service degraded but usable Urgent resolution to prevent P1	1 hour (business hours)	8 hours (business hours)
P3	Non-service impacting incident Medium urgency or impact	1 Business Day	3 Business Days
P4	Information only No urgency and no impact	3 Business Days	10 Business Days
Service Request	Service Request	1 Business Day	5 Business Days

Ticket Priority Classification (Impact / Urgency matrix)
Impact/Urgency	Severe business disruption with no workaround	Major business disruption with workaround	Minor business disruption with no workaround	Minor business disruption with workaround
Whole company is affected	Critical (P1)	Critical (P1)	High (P2)	High (P2)
Whole site or service is affected	Critical (P1)	High (P2)	High (P2)	High (P2)
Multiple users affected	High (P2)	Medium (P3)	Medium (P3)	Medium (P3)
One user is affected	High (P2)	Low (P4)	Low (P4)	Low (P4)

PART E. ACCESS MANAGED SERVICES: SERVICE LEVEL CREDITS

We shall use reasonable care and skill when providing the Managed Services but this does not guarantee continual availability. There may be occasions when the Managed Services are disrupted through an act of or error of another third party or other circumstances in each case, outside Our reasonable control (a “Service Disruption”). In the event of unavailability of Managed Services to You, other than during maintenance or to the extent caused by a breach created by You, We shall provide Service Credits as follows:

1. The Service Credits shall be calculated in accordance with this Schedule.

2. Service Credits shall be applied as a deduction against Your next monthly invoice for Managed Service Fees.

3. If more than one Service Level Default occurs in a single month, the Service Credits to be credited in respect of that month shall be the aggregate of each of the Service Credit(s) as calculated in accordance with this Schedule.

4. In no event shall the amount of Service Credits credited to You with respect to all Service Level defaults occurring in a single month under this Agreement exceed, in total, the monthly Managed Service Fee paid by You (and therefore excluding any Third Party Provider Dees, Fees for Flex Points and/or any other standalone Access Product or Service). 5. For the purposes of calculating availability, the uptime shall not include any period of scheduled downtime that has been mutually agreed between the parties. 6. A monthly uptime % shall be used to calculate the Service Availability of the Core Cloud Desktop Services Platform and shall be calculated as: monthly uptime % = (maximum available minutes – downtime) / maximum available minutes X 100. To claim a Service Credit, You must submit a written request to Your Operational Point of Contact at Access within 30 days of the end of the relevant month. Access will acknowledge receipt of Your request within 14 calendar days and verify Your entitlement to a Service Credit within 21 calendar days of the request. If a Service Credit is warranted, it will be applied to Your next Access Managed Service Fees invoice. For any failures that give rise to service credits, the availability of service credits shall be Your sole and exclusive remedy for any failure by Us to comply with the Service Levels.
Service Credit (% of Managed Service Fees)	Services Availability
10%	99.0% to 99.5%
20%	98.0% to 98.9% inclusive
40%	95.0% to 97.9% inclusive
50%	85.0% to 94.9% inclusive
100%	Less than 85.0%

Access Managed Services

ACCESS MANAGED SERVICES : SERVICE DESCRIPTION