These supplementary terms and conditions (hereinafter these “Supplementary Terms”) relate to the provision ESS (as further described in the Services Description) that are supplemental to the Open GI Terms and Conditions for the Supply of Software and Services (including support) and the Open GI General Terms and Conditions (together, the “Agreement”).
In the event of any conflict or inconsistency between the Supplementary Terms and the documents that constitute the Agreement, the following order of priority shall be given:
(i) these Supplementary Terms;
(ii) the Open GI Terms and Conditions for the Supply of Software and Services; and
(iii) the Open GI General Terms and Conditions.
1. Definitions
In these Supplementary Terms the terms and expressions used shall have the same meaning as defined in the Agreement and asset out below:
Core Server means the Client’s instance of Open GI’s Platform provided under the Agreement;
Core System means the software that manages the database on the Core Server;
Currency means GBP;
DRBC means disaster recovery and business continuity;
Exclusions means services relating to:
- (a) Administrative tasks unless specifically agreed in advance for an additional Fee;
- (b) Client PC configuration and software patching;
- (c) Physical media placement;
- (d) Backup rotation;
- (e) Workstation update compliance restarts, and general maintenance of Sophos™ on local devices; and
- (f) All those items listed as ‘Out-of-Scope’ in the Services Description.
Services means the ESS labelled as ‘In-Scope’ in the Services Description subject to the Dependencies and the Exclusions;
Services Description means the description of the Services as set out in Appendix 1 to these Supplementary Terms.
2. Applicability of the Agreement
2.1. ESS constitute an extension of the Support Services provided to the Client under the Agreement which shall, save where otherwise stated in these Supplemental Terms and Conditions, apply in full to ESS.
3. Right to Use ESS
3.1. In consideration of the Client paying the Fee, the Client shall be entitled to receive the Services accordance with the Agreement and these Supplemental Terms.
4. Client Obligations
4.1. Client will be required to provide remote access to Open GI Core Server if no Open GI-supplied Windows™ server is present.
4.2. Client will retain responsibility for local workstation support.
4.3. Some of the Services provided in ESS may require the Client to have subscriptions in place with certain third-party providers. Open GI accepts no liability to the Client for such third-party providers.
5. Payment
5.1. The applicable Fee shall be in the Currency and will be invoiced annually in advance.
5.2. Additional charges may be incurred for services (including Services) exceeding the agreed ESS package.
5.3. Where relevant and where specified on an Order Form, the Client shall pay a one-off Professional Service Fee for the set up and installation of ESS.
5.4. Fees are payable in accordance with the Order Form and the Agreement.
5.5. All pre-paid support time or bookings must be used within 12 months of purchase.
6. Data
6.1. Open GI does not accept liability for any data lossdue to Client hardware/software failures.
7. Intellectual Property
7.1. The Intellectual Property Rights in ESS (if any) remain the exclusive property of Open GI and its licensors.
8. Termination
8.1. In addition to the termination provisions set out in the Agreement, Client may terminate ESS for convenience at any time by giving Open GI three (3) months’ notice in writing and where Client does so, there will be no refund of any unused pre-paid support time or bookings.
9. Personal Data
9.1. The parties do not anticipate that Personal Data will be processed using ESS over and above the Personal Data processed under the Agreement. Where Personal Data is processed it may be processed by third party processors appointed by Open GI and its sub-processors. Details of the sub-processors and the data processed may be found on the following link.
Appendix 1 – ESS Service Specification
This Appendix sets out the description of ESS.
Executive Summary
ESS is a comprehensive IT support solution designed to provide proactive, reliable, and secure management of critical IT infrastructure. ESS extends beyond traditional helpdesk support to encompass strategic planning, proactive monitoring, robust security management, and disaster recovery preparedness. ESS aims to minimise downtime, enhance system performance, allowing a client to focus on its core operations while Open GI manages aspects of their IT operations.
Definitions
Active Directory means the Microsoft 365 integration with its directory service through Azure™ for user identity management and synchronisation between on-premises and cloud environments;
Automation Tools means Azure / Active Directory native tools;
Beyond Trust means the software solution provider of the product bomgar™ for access management solutions;
Business Hours means 09.00 – 17.30 during a Business Day; *System down support from 08.30 onwards*
DRBC means disaster recovery / business continuity;
FSLogix means the Microsoft technology that streamlines user profile management in virtual desktop environments;
GPO means group policy object for the management and configuration of operating systems;
MFA means multi-factor authentication;
N-Able Central means the remote monitoring and management tool provided by N-Able;
QNAP/NAS means network-attached storage (NAS) appliances used for file sharing, virtualisation, storage management and surveillance applications;
Remote Monitoring Agents means the N-Able agent loaded onto monitored Servers;
Veeam means the proprietary software developed by the company Veeam that provides backup and replication solutions for virtual, physical, and cloud environments;
Virtual Server means a software-enabled server that replicates the functions of any type of server, while also sharing resources with other types of virtual servers.
1. Enhanced Helpdesk
Overview
Enhanced remote helpdesk support Services.
In-scope
Remote helpdesk support Services: during standard Business Hours* for end-user IT issues including:
- PCs, printers (related to Core Server configuration), Microsoft 365, VPN;
Support for third-party products and services supplied by Open GI:
- Azure™ / Hyper-V Virtual Servers;
- Physical Core Servers;
- Sophos™ XG firewall equipment provided by Open GI;
- Printer configuration for Core Servers only;
- Microsoft 365 / Active Directory user management (adding / removing users);
- Open GI supplied PC’s and software; and
- QNAP/NAS equipment provided by Open GI.
Out-of-Scope
Support for:
Third-party PC hardware, including:
- Windows Operating system support
- Support for third-party desktop applications not supplied by Open GI
- Hardware servicing and maintenance
Printers beyond the Open GI Core Server, including:
- configuration of printer menu systems
- troubleshooting of printer drivers on third-party PCs.
Third-party network switches and firewalls.
2. Onsite Support
Overview
Onsite (face-to-face) consultancy Services.
In-scope
- Scheduled visits (e.g. every six months);
- Ad-hoc attendance for specific hardware / network issues (within the In-Scope Services of the Enhanced Helpdesk);
- IT service reviews; and
- Strategic technology roadmap planning.
Out-of-Scope
- Daily support tasks managed via standard remote helpdesk.
3. Proactive Monitoring
Overview
Services relating to managing and monitoring Client systems to pick up likely problems before they arise.
In-scope
Core System monitoring, including:
- Continuous monitoring of Core Server(s), Virtual Servers, storage (e.g. iSCSI SAN, Azure™ files), and network equipment; and
- Monitoring of Server resources including CPU/RAM/Disk; and
- Use of Remote Monitoring Agents and Automation Tools.
Patch Management Services, including:
- Bi-monthly review and patching between 08.00 – 21:00 (Mon – Fri on Business Days) on:
- Server operating systems and Server application software;
- Antivirus and firewall solutions;
- Operating system updates for network firewalls;
- Core System applications; and
- Bi-monthly reviews of Windows™ and security updates;
- Bi-annual updates for integration products;
- Sophos update management (limited to server operating systems and Sophos firewalls);
- Monitoring the Sophos™ central console, notify the customer of detected issues, and implement fixes or restart servers where required.
Backup Monitoring and Testing, including:
- Routine monitoring of backup solutions (e.g. Veeam, Microsoft Backup products);
- Periodic restoration tests of Core Server to ensure data recoverability:
- Periodic restoration tests of file recovery to ensure data recoverability; and
- Automated email alerts reviewed regularly.
Out-of-Scope
- Firmware updates for servers and third-party network hardware or firewalls;
- Patching for workstations (requires third-party IT support)*; and
- Full server application / operating system environment restoration as a test (Backup Monitoring and Testing procedures only).
* Customers may request consultancy from Open GI for assistance with the configuration and use of workstation patching tools and processes through Onsite Support.
Dependencies
(1) Client must have access to suitable hardware / cloud resources with sufficient capacity to facilitate a test recovery.
4. Security Management
Overview
Services directed to the management of security.
In-scope
Endpoint Protection, including:
- Management of Sophos™ central for servers including monitoring for alerts across all registered devices. Open GI will notify the customer of threats or issues affecting any endpoint, including workstations.
- Remediation actions for alerts on server systems covered by this Security Management Service; and
- Reasonable Assistance with malware / virus / ransomware remediation excluding site visits.
Firewall Management, including:
- Configuration and maintenance of firewall rules; and
- Ongoing threat monitoring and rule updates.
Access Control, including:
- VPN and remote desktop access setup for hybrid workers; and
- Secure remote sessions via Beyond Trust.
Security Audits, including:
- Scanning and reporting via Open GI monitoring tools (to confirm servers that need operating system updates); and
- Security assessments arranged by the client – Open GI will review findings and advise on corrective action(s).
Out-of-Scope
- Rebuild of operating system environments infrastructure in event of virus / ransomware attack*; and
- Third-party hardware / software vulnerabilities.
* Assistance provided on a chargeable / contract basis.
Dependencies
(1) Client must notify Open GI when staff leave the business to avoid access / malicious intent risk.
5. Infrastructure Support
Overview
Services directed to the support of Client infrastructure.
In-scope
Server Management, including:
- Support for both physical and virtual server environments; and
- Includes general troubleshooting and disk management.
Storage Management, including:
- Monitoring and optimisation of storage systems (e.g. SAN, NAS, Azure™ files);
- Monitoring QNAP NAS alerts;
- Ongoing capacity monitoring and proactive notification of constraints; and
- Capacity planning discussions included in technical reviews.
Domain Controller Management, including:
- Active Directory health checks and GPO reviews;
- GPO set at point of deployment; and
- Regular quarterly GPO maintenance.
6. Application and Software Support
Overview
Services directed to supporting Open GI applications and Microsoft 365 set up.
In-scope
Open GI Applications, including:
- Application performance monitoring and optimisation;
- Update management, for Open GI software; and
- Integration Products upgrades every six months to keep in line with supported versions.
Microsoft 365, including:
- User setup, licence administration, and support for Teams™ and Outlook™;
- MFA setup and ongoing support; and
- Office app support (Word™, Excel™, Outlook™) relating to configuration and installation issues limited to Open GI supplied workstations or remote desktop / virtual desktop solutions only.
Third-Party Systems:
- Services supporting third-party products supplied and provisioned by Open GI;
- Coordination and / or escalation of issues with the third-party vendor, where appropriate.
Out-of-Scope
- Office app support for local workstations (workstation support to be arranged via third-party provider);
- End-user training or “how-to” usage queries for Microsoft Office™ applications;
- General workstation support (hardware or software) including operating system or third-party software queries; and
- Tools and guidance for workstation management through consultancy.
7. Work Mode Enablement
Overview
Services supporting Client’s hybrid and remote working environments.
In-scope
VPN / remote access support, including:
- Investigation and resolution of connectivity issues for remote users;
- Optimisation of VPN/RDP configurations; and
- Secure remote diagnostics via Beyond Trust.
Remote Desktop and Virtual Desktop Infrastructure, including:
- Monitoring and support of remote desktop / virtual desktop availability and performance;
- User-profile management and load balancing support; and
- Monitoring via Open GI monitoring tools.
8. DRBC
Overview
Strategic Services supporting a Client’s disaster recovery and business continuity planning. Azure services are considered the focal point of Open GI’s DRBC strategies.
In-scope
Backup and Recovery Planning, including:
- Assistance with development and maintenance of disaster recovery plans;
- Support during incidents invoking disaster recovery plans during Business Hours; and
- Scheduled testing of backup restorations for core data.
Redundancy Planning, including:
- Review of resilience for critical systems (e.g. core application software, domain controllers); and
- Including redundancy planning in scheduled IT Service Reviews.
Dependencies
(1) Client involvement will be required to confirm restored data validity.
9. Asset and Licensing Management
Overview
An asset management Service provided by Open GI Account Management & Sales.
In-scope
Inventory Management, including:
- Oversight of hardware / software assets and renewal dates for products purchased via Open GI.
Procurement Assistance, including:
- Guidance on sourcing compatible equipment and software.
Out-of-Scope
- Support for non-Open GI supplied products unless specifically agreed in writing.
10. Other Enhanced Services
Overview
Additional Services not otherwise categorised in this Service Description.
In-scope
Monitoring Solutions to be included under Client standard support scope for defined working hours and for alerts only.
Cloud Optimisation, including:
- Review and advice on Azure™ usage and billing;
- Adding this Service for discussion during quarterly onsite technical consultations;
- CPU, RAM, Disc Utilisation;
- System Availability;
- Server update status; and
- Critical service status.
Out-of-Scope
- Monitoring solutions services for non-Open GI supplied products unless specifically agreed in writing;
- Configuration or management of third-party systems.
Dependencies
(1) Open GI monitoring tools must be deployed for the monitoring solutions and from part of the scope of Client’s support package.