ATTACHMENT A

Version: 1.0

Effective Date: 2024-09-06     

 

 

1. Policy Statement

 

This Attachment A applies to the provision of Managed Services by S&E (as defined below).

 

1. 1. Definitions.

1.1. “Assigned Resources” refers to the resources that S&E assigns to perform the Managed Services under a SOW, as applicable. These Assigned Resources are selected and allocated by S&E based on their suitability for the tasks required to deliver the Managed Services to Customer. The specific identities, quantities, and other details of the Assigned Resources are generally communicated to Customer in advance in an SOW and may be subject to change as per the terms of the Agreement.

1.2. “Managed Services” means the recurring subscription services provided relevant to a SOW which refers to this Attachment A, as described in this SOW.

1.3. “Subscription Fees” has the meaning indicated under Section 6.3

1.4. “Subscription Term” means the period during which the Managed Services are provided, as indicated in an SOW.

 

2. 2. Delivery.

2.1. Eligibility. Customer acknowledges and agrees that eligibility for the Managed Services provided under this Agreement is contingent upon Customer having previously procured the requisite Google products from S&E. During the Subscription Term, Customer agrees not to change the authorized reseller of the said Google products to another reseller than S&E. In the event of a breach of this provision by Customer, S&E reserves the right to terminate the SOW upon written notice. Upon such termination, all outstanding Subscription Fees shall become immediately due and payable by Customer.

2.2. Replacement. S&E reserves the right to replace any Assigned Resource with another individual or equivalent skills and qualifications. This may occur in the event of conflict, unsatisfactory performance, or if for any reason the professional relationship between Customer and Assigned Resource is not a function to the satisfaction of either Party. S&E will notify Customer promptly of any such change and will endeavor to ensure a smooth transition with minimal disruption to the Managed Services being provided.S&E reserves the right to replace assigned personnel due to illness, resignation, or other circumstances beyond S&E’s control. In the event of such replacement, S&E will ensure that the replacement personnel have comparable skills and experience and can effectively perform the Managed Services without causing any disruption.

 

3. 3. Managed Services.

3.1. Personnel. S&E will assign personnel with appropriate skills and experience to perform the Managed Services as outlined in the Agreement. The identities of these personnel will be communicated to Customer in advance of service commencement.

3.2. Virtual. All Managed Services under this Agreement will be provided virtually unless otherwise specified in a SOW. S&E will use reasonable efforts to ensure that the virtual provision of services does not compromise the quality or effectiveness of the services. Customer acknowledges that providing the services virtually may require the use of certain technology platforms and tools, and Customer agrees to provide S&E with the necessary access and support to use such platforms and tools. Customer is responsible for providing a stable internet connection and any necessary equipment to facilitate the virtual provision of services.

3.3. Service Hours. The Managed Services under this Agreement will be provided during normal business hours, unless otherwise specified in the SOW. Any variations to these service hours or any specific limitations, constraints, or exceptions regarding the provision of services will be explicitly stated in the SOW. Customer acknowledges and agrees that the Managed Services may be subject to certain limitations or constraints as specified in the SOW and commits to comply with any such limitations or constraints. Customer understands and agrees that S&E’s capacity to provide the Managed Services effectively and efficiently may be dependent on Customer’s compliance with such SOW-specific stipulations.

3.4. Change Requests. Any changes to the Managed Services, including additions, modifications, or deletions, must be requested in writing, and agreed by both Parties. S&E reserves its right to charge additional fees for such change requests.

 

4. 4. S&E Responsibilities.

4.1. Service Level. S&E will provide the Managed Services in accordance with the service levels set forth in Schedule B (the “Service Levels”). The Service Levels provide the performance standards that S&E is required to meet in the delivery of the Managed Services. If S&E fails to meet these Service Levels in a repetitive and material manner, then Customer will have the right to terminate the SOW for cause in accordance with the MSA.

4.2. Customer Policies. S&E will comply with all relevant and applicable Customer policies when executing the Managed Services on site or within Customer Systems. These policies may include, but are not limited to, IT security policies, privacy policies, access control policies, and workplace conduct policies. The Assigned Personnel will complete all required training, as part of any time allocation included in the Managed Services, as applicable. Customer will provide S&E all relevant policies prior to the commencement of the Managed Services. Customer agrees to notify S&E of any changes to these policies during the Term.

4.3. Assigned Resources. S&E is responsible for ensuring that all Assigned Resources are adequately trained and possess the necessary qualifications to perform the Managed Services. These qualifications may include but are not limited to knowledge and experience in Google Cloud administration, IT system management, database administration, and network security.

4.4. Training. S&E is responsible for providing ongoing training to the Assigned Resources to keep them updated with the latest technologies, practices, and compliance requirements relevant to the Managed Services. S&E will also ensure that Assigned Resources maintain any necessary certifications or licenses relevant to their roles. S&E will provide Customer with details of the qualifications and experience of the Assigned Resources, and any changes thereto, as part of the regular reporting or as otherwise requested by Customer.

 

 

5. 5. Customer Responsibilities.

5.1. Instructions. Customer is solely responsible for ensuring that the instructions it provides to the Assigned Resource comply with all applicable laws, regulations, and other legal requirements. S&E is not responsible for determining the lawfulness or compliance of Customer’s instructions. Nonetheless, S&E reserves its rights to refuse to perform any Services that, in its sole discretion, believes may violate any law, regulation, or other legal requirements. If S&E refuses to perform such Services, it shall notify Customer promptly and cooperate with Customer to modify the instructions so that they comply with applicable laws. If the instructions cannot be modified to compliance, S&E may terminate this Agreement, or the related SOW, in accordance with the Agreement.

5.2. Accounts. Customer is responsible for providing the necessary accounts for the Managed Services. Customer is also responsible for monitoring these accounts along with all associated Customer Systems under their purview. These accounts must be dedicated to their respective users. Customer is expected to assume full responsibility for the security and integrity of these accounts and Customer Systems. The Customer is responsible for providing S&E with the necessary access to its Google Cloud account, including appropriate permission for performing the Managed Services.

5.3. Non-Circumvention. Customer acknowledges that S&E has made substantial investments in recruiting, training, and managing its Assigned Resources, including those specializing in Google Cloud administration. Therefore, during the Subscription Term and for a period of 24 months following its expiration or termination, Customer agrees not to solicit directly or indirectly, hire, engage, or attempt to solicit, hire, or engage any Assigned Resources or any personnel of S&E involved in the delivery of Google Cloud administrative services covered under this Agreement.

 

6. 6. Fees.

6.1. Security Evaluation. The pricing for the Managed Services provided under this Agreement is estimated based on S&E’s understanding of Customer’s maturity and security posture.    . S&E reserves the right to terminate the Managed Services for any Customer whose security measures or maturity level are found to be significantly below based on what Customer represented when scoping the Managed Services at any time during the Subscription Term. Such termination shall be at S&E’s sole discretion and will be executed in accordance with the termination provisions of the Agreement.

6.2. Test Period. The first Subscription Term (the “Initial Subscription Term”) shall include a Test Period of 3 months during which S&E can validate the volume of requests to adjust the Subscription Fees. The Initial Subscription Term is included in the SOW, in addition to the Subscription Term. At least 15 days before the end of the Initial Subscription Term, S&E may provide a written notice of Subscription Fees adjustment. This adjustment shall be reasonable, justified by the expected volume given the Initial Subscription Term, and subject to the Customer’s agreement. If Customer does not agree with the proposed Subscription Fees adjustment, Customer may choose to terminate the Agreement by written notice to S&E at least 10 days prior to the end of the Initial Subscription Term. Customer will be responsible for the Subscription Fees for the Initial Subscription Term.

6.3. Subscription Fees. Customer agrees to pay for the fees applicable to the Managed Services, for the Subscription Term (the “Subscription Fees”). Unless indicated otherwise in a SOW, the Subscription Fees are due monthly    , in advance, for the Subscription Term. All payments are final, and no refunds, reimbursements, or credits will be given, except as specifically provided otherwise in this Agreement. Payment of the Subscription Fees shall be deemed to be acceptance of the Services.

 

7. 7. Term; Termination.

7.1. Subscription Term. The Managed Services are provided for the Subscription Term. In case of a Force Majeure, the Subscription Term will be extended for the same duration of the event of Force Majeure. If the Force Majeure continues for more than 30 days, each Party may terminate the SOW.

7.2. Termination. If a SOW for Managed Services is not renewed, upon the expiry of the then-current term, S&E will cease providing the Managed Services, and Customer will be responsible for all Subscription Fees due until the end of the Subscription Term.

7.3. Renewal. Unless either Party provides written notice of non-renewal, at least 30 days prior to the end of the then-current Subscription Term, the SOW will automatically renew for a successive term equivalent to the then-current term. Upon each such renewal, the Subscription Fees for the upcoming term will be adjusted to reflect the current price list. The adjusted Subscription Fees will be due and payable according to the terms outlined in the Agreement. This automatic renewal and fee adjustment will continue to apply for each subsequent term until the Agreement is terminated in accordance with its terms.

8. 8. Exclusions.

8.1. Google Platform. S&E is not responsible for the performance of the Google Cloud platform itself or issues arising from Google Cloud’s own infrastructure, outside of S&E’s control. S&E’s responsibility is limited to the management and administrative support of the Customer’s Google Cloud environment as detailed in this Agreement.

1. Revision History

 

Version	Date	Author	Notes
1.0	2024-09-06	Privacy Officer	Creation of the policy