OSCS Managed Services Agreement (MSA)

1) Definitions

MSA: “Managed Server Agreement”
SERVER: This may be physical or virtual and although a server as far as the client is concerned it is a black box.
US, WE: OSCS, the business providing the service.
CLIENT: The paying client.
ACCESS: This will mean remote access to OSCS equipment by OSCS and will include ports 22, 80 and 443.

2) Monitoring, Support, Backups and Updates

OSCS will perform regular health checks of the server and report any issues to the client.  

Backups are scheduled to be carried out between 00:00 and 06:00 every day.

Support is primarily via email.

Updates are carried out remotely and may require scheduled downtime and/or client assistance.

3) Start date and service period

The start date is the time at which the managed service is commissioned and lasts for a minimum term of 24 months after which a two month notice may be given to terminate the service.  Upon termination, OSCS may request hardware be returned.

4) Fees and other charges

Depending on the service chosen, fees will vary.  The basic fees will apply unless an additional agreement has been signed.

1. Fees are applied to the supply of all equipment.
2. Fees are charged for site visits at a rate per 30 minutes with a minimum charge for four hours.
3. A fee will be charged for any customisation or bespoke modifications to a standard system.

5) Taxes

Taxes will be charged at the applicable rate.

6) OSCS Equipment

Server equipment, including real and virtual, supplied under a MSA remains sole property of OSCS and should not have any attempt to gain access unless specifically granted by OSCS in writing.  This is covered by the "Computer Misues Act 1990".  It is illegal to access data stored on a computer unless you have permission to do so.  It is illegal to make changes to any data stored on a computer when the user does not have permission to do so.

7) Responsibilities

OSCS shall use commercially reasonable efforts to provide the client with substantially uninterrupted services by means of OSCS's  systems, personnel, and other resources.

The client shall offer necessary support and provide the necessary access for OSCS to maintain their system(s).  The client must maintain access for OSCS to the required ports 22 (SSH), 80 (HTTP) and 443 (HTTPS).

8) Limitation of Liability & Indemnity

Both parties agree that it is impossible to guarantee the trouble-free performance of computer hardware, software, networks, environments, security and systems, the security, privacy, specific functionality or performance of any free-standing or integrated system or resource; the reliability, applicability or performance of any technology or technology-related asset; the applicability, outcome or performance of any training or the behavior of any human resources; whether procured, provided, installed, managed, supported, administered, trained and/or supervised by OSCS, or in any way associated with OSCS services or otherwise. Therefore, client agrees to indemnify, defend, and hold harmless OSCS, and its officers, directors, principals, members, managers, employees, subcontractors, agents, representatives, successors and assigns from and against any damage, claim, loss, expense (including reasonable attorneys’ fees and damage to any person or property), occurring as a result of client’s use or inability to use of OSCS’s services, or use or inability to use by those authorised by client of OSCS’s services.

9) Exclusions from Managed Services

The following is a list of costs, expenses, charges or services explicitly excluded from the Managed Services listed in any MSA executed by client. The below is not meant to constitute a complete list, and any cost, expense, charge, or service that is not specifically listed and explicitly included in an executed MSA is excluded from Managed Services by definition:

1. Any parts, equipment, or hardware costs, fees or charges of any kind.
2. Any software, licensing, software assurance, renewal, or upgrade fees of any kind.
3. Any taxes of any kind.
4. Any shipping, handling, courier, or postage charges of any kind.
5. Any 3rd party vendor, OEM, or other manufacturer support fees or incident fees of any kind.
6. Any premise wiring services of any kind.
7. Training of any person in any context, unless otherwise specified.
8. Travel, travel time, mileage when applicable, when visiting client offices or any other third party site on client’s behalf.
9. Any non-IT materials needed to provide services or requested by
10. client, including but not limited to office supplies or media.
11. Any type of service, repair, reconfiguration, maintenance or management occasioned or made necessary by the alteration of systems, devices, software or other resources, with or without administrative access to such resources, by anyone other than authorised OSCS. Includes any change or service occasioned by acts or omissions by the client's own employees, principals, consultants, subcontractors, third party vendors, or any other third parties who may have or have had physical, logical or remote access to client’s resources
12. Maintenance of third party applications, software, software packages or add-ons, whether acquired through OSCS or any other source.
13. Any software programming or scripting (creation or modification of software code) and program (software) maintenance.
14. Any work, project, service or support of any kind, whether one-time, periodic, or ongoing, that involves a new resource that was not present at the time an MSA is executed.
15. Any additional work caused by client changing access to OSCS equipment.
16. Any work that does not qualify as a service ticket with respect to restoring the normal functioning of the resources being managed as per an MSA, i.e. any work that does not involve proactive management, routine administration, or troubleshooting (whether client-prompted/requested or otherwise) malfunctioning or non-functioning systems or resources under management as per an MSA.
17. Any such work is defined as a Project. Projects include but are not limited to re-configuring resources by client request, integrating with newly acquired/introduced hardware, software or networks, or with other formerly non-existent third party resources, or otherwise making changes to managed resources, when such configuration, integration or changes are not warranted nor necessary (a) to manage such resources, or, (b) to keep such resources in good working order. Such Projects are by definition not part of Managed Services, since Managed Services concern themselves with proactively managing, maintaining, troubleshooting, and keeping operational existing resources explicitly covered by an MSA.