For the purposes of this Annual Maintenance Contract (AMC) and Managed Services Agreement, the following terms shall have the meanings set forth below:
Agreement
"Agreement" means this Annual Maintenance Contract and Managed Services Agreement, including all schedules, annexures, amendments, and documents incorporated by reference.
Service Provider
"Service Provider" means Accurate Network, its employees, representatives, subcontractors, and authorized personnel engaged in delivering the services under this Agreement.
Customer
"Customer" means the organization, company, institution, or individual receiving services under this Agreement.
Covered Equipment
"Covered Equipment" means the hardware, software, network devices, servers, security appliances, and other IT assets specifically identified in the Asset Schedule and included within the scope of services.
Services
"Services" means the managed IT services, maintenance, support, monitoring, consulting, and other activities to be provided by Accurate Network under this Agreement.
Incident
"Incident" means an unplanned interruption, degradation, failure, malfunction, or reduction in the quality of an IT service or covered equipment.
Service Request
"Service Request" means a user request for information, advice, access, installation, configuration, or assistance that is not caused by an incident or failure.
Business Hours
"Business Hours" means the support hours specified in the Service Level Agreement (SLA), excluding Sundays and public holidays unless otherwise agreed in writing.
Response Time
"Response Time" means the time elapsed between the logging of an incident and the commencement of support activities by Accurate Network.
Resolution Time
"Resolution Time" means the time required to restore service, implement a workaround, or resolve an incident after support activities have commenced.
Critical Incident
"Critical Incident" means an event causing complete disruption of business operations, major system outage, network failure, security breach, or unavailability of critical services affecting multiple users.
Remote Support
"Remote Support" means technical assistance provided through telephone, email, remote desktop tools, monitoring systems, or other electronic means without requiring an on-site visit.
On-Site Support
"On-Site Support" means technical services provided by an engineer physically present at the customer's premises.
Preventive Maintenance
"Preventive Maintenance" means scheduled activities intended to maintain, optimize, and reduce the likelihood of failure of covered equipment and services.
Emergency Support
"Emergency Support" means priority assistance provided in response to a Critical Incident in accordance with the applicable SLA.
Standby Hardware
"Standby Hardware" means temporary equipment provided by Accurate Network, subject to availability, solely for business continuity until the customer's equipment is repaired or replaced.
Change Request
"Change Request" means any request to modify, upgrade, relocate, add, remove, or reconfigure hardware, software, systems, network infrastructure, or services.
Project Work
"Project Work" means activities outside the standard scope of services, including installations, migrations, deployments, office relocations, infrastructure upgrades, and major configuration changes.
Third-Party Vendor
"Third-Party Vendor" means any manufacturer, software provider, internet service provider, cloud provider, telecommunications provider, or external service provider not controlled by Accurate Network.
Force Majeure Event
"Force Majeure Event" means circumstances beyond the reasonable control of either party, including natural disasters, fire, flood, epidemic, war, civil disturbance, government actions, power failures, internet outages, or labor disputes.
Confidential Information
"Confidential Information" means all business, technical, operational, financial, and customer information disclosed by either party that is not publicly available.
Asset Schedule
"Asset Schedule" means the inventory of covered equipment, locations, users, software, and infrastructure specifically included under this Agreement.
Fair Use Policy
"Fair Use Policy" means the reasonable usage limitations governing unlimited support services to ensure efficient and equitable delivery of services to all customers.
SLA
"SLA" or "Service Level Agreement" means the service commitments, response targets, resolution objectives, support hours, and service standards set out in this Agreement.
Objective
Accurate Network shall provide Managed IT Services and Annual Maintenance Services for the Customer's covered IT infrastructure with the objective of maintaining system availability, improving performance, reducing downtime, and enhancing security.
Service Coverage
Services shall apply only to the equipment, systems, locations, and users specifically identified in the Asset Schedule attached to this Agreement.
Help Desk and End-User Support
• Remote assistance for desktops, laptops, printers, and peripherals
• User support for operating systems and standard business applications
• Email configuration and troubleshooting
• User account administration and password assistance
• Incident logging, tracking, and resolution coordination
Remote Support Services
• Remote diagnosis and troubleshooting of incidents
• Configuration assistance and issue resolution
• Remote monitoring and support using approved tools
• Software configuration and basic troubleshooting
• Guidance and user assistance
On-Site Support Services
• On-site troubleshooting for issues that cannot be resolved remotely
• Hardware fault diagnosis and replacement coordination
• Physical inspection and restoration of services
• Network and connectivity troubleshooting
• Assistance during critical incidents
Server Management
• Server health monitoring
• Operating system administration
• Performance monitoring and optimization recommendations
• Patch management and update coordination
• Event log review and basic administration
• Backup monitoring and restoration assistance
Network Management
• Monitoring and administration of switches, routers, and network infrastructure
• Network performance review and troubleshooting
• LAN and WAN connectivity support
• IP addressing and basic network configuration management
• Network documentation maintenance
Wi-Fi Management
• Wireless network monitoring and troubleshooting
• Wireless performance assessment
• Access point administration and configuration support
• Coverage optimization recommendations
• Guest network configuration assistance
Firewall and Security Management
• Firewall monitoring and administration
• Security policy configuration and change implementation
• VPN administration and troubleshooting
• Security alert review and incident coordination
• Periodic review of firewall configurations and recommendations
Backup Monitoring and Disaster Recovery Support
• Monitoring of backup jobs and alerts
• Verification of backup completion status
• Assistance with restoration requests
• Escalation and coordination of backup failures
• Disaster recovery planning recommendations
Preventive Maintenance Services
• Scheduled health checks of covered equipment
• Review of system performance and resource utilization
• Operating system and firmware update recommendations
• Verification of antivirus and security status
• Infrastructure documentation updates
• Identification of risks and improvement opportunities
Vendor Coordination
• Coordination with hardware manufacturers, software vendors, internet service providers, and third-party service providers for issue resolution
• Assistance with warranty claims and support escalations
• Follow-up and communication management with vendors
Asset Management
• Maintenance of IT asset inventory records
• Tracking of covered devices and locations
• Recording of serial numbers and warranty information, where available
• Periodic review of asset information
Reporting and Reviews
• Periodic service reports and incident summaries
• Review of recurring issues and recommendations
• Infrastructure health review meetings, where applicable
• Strategic recommendations for improvement and capacity planning
Emergency Support
• Priority handling of critical incidents in accordance with the Service Level Agreement (SLA)
• Emergency remote support and on-site response as defined in the SLA
• Provision of standby hardware, subject to availability and applicable terms
Expert Reviews
• Scheduled strategic reviews by senior engineers or specialists
• Independent assessment of network, security, and infrastructure
• Recommendations for performance improvement, risk reduction, and business continuity
Service Limitations
Services under this Agreement are limited to maintenance, administration, monitoring, troubleshooting, and advisory activities for Covered Equipment. New implementations, major upgrades, migrations, project work, software development, structured cabling, and services specifically excluded under this Agreement shall be quoted and billed separately.
Service Hours
Standard support services shall be provided from Monday to Saturday between 9:00 AM and 6:00 PM IST, excluding Sundays and public holidays unless otherwise agreed in writing.
Emergency support outside standard service hours may be provided on a best-effort basis or under a separate 24x7 support agreement.
Incident Priority Levels
Priority 1 – Critical
A Critical Incident includes complete network outage, server failure, firewall failure, internet outage affecting multiple users, ransomware incidents, or the unavailability of a business-critical application impacting normal operations.
Service Commitment:
• Remote Response: Within 30 minutes
• On-Site Response: Within 4 business hours
• Resolution Target: Continuous efforts until service restoration or an acceptable temporary workaround is implemented.
Priority 2 – High
A High Priority Incident includes issues affecting multiple users or departments, major network performance degradation, switch failure, Wi-Fi outages, or incidents significantly impacting business operations.
Service Commitment:
• Remote Response: Within 1 business hour
• On-Site Response: Same business day or next business day, where reasonably possible
• Resolution Target: Within 8 business hours or implementation of a temporary workaround.
Priority 3 – Medium
A Medium Priority Incident includes single-user issues, printer problems, software installation requests, email configuration issues, and peripheral device faults.
Service Commitment:
• Remote Response: Within 4 business hours
• On-Site Response: Within 2 business days if required
• Resolution Target: Within 2 business days.
Priority 4 – Low
A Low Priority Incident includes information requests, user guidance, minor configuration changes, documentation requests, and new user setup requests.
Service Commitment:
• Remote Response: Within 1 business day
• On-Site Response: As mutually scheduled
• Resolution Target: Within 3 business days.
Support Channels
Support requests may be logged through telephone, email, WhatsApp, remote support portal, or by authorized customer representatives.
Support Services Included
The Services covered under this Agreement include:
• Help Desk and End-User Support
• Remote Technical Support
• On-Site Technical Support
• Desktop and Laptop Support
• Server Administration and Monitoring
• Network and Wi-Fi Management
• Firewall Administration and Security Management
• Email and Collaboration Support
• Backup Monitoring and Restoration Assistance
• Vendor Coordination
• Preventive Maintenance Services
• Emergency Support in accordance with applicable SLA commitments
Escalation Procedure
Level 1: Help Desk Engineer responsible for initial incident logging, troubleshooting, and resolution.
Level 2: Senior Support Engineer responsible for advanced troubleshooting, technical escalations, and coordination of complex incidents.
Level 3: Service Delivery Manager responsible for resource allocation, vendor coordination, and service management intervention.
Level 4: Director – Accurate Network responsible for executive escalation, business continuity decisions, and resolution of critical service concerns.
Response Time Definition
Response Time means the time taken by Accurate Network to acknowledge an incident, assign appropriate technical resources, and commence troubleshooting activities.
Resolution Time Definition
Resolution Time means the time required to restore services or provide a reasonable workaround. Resolution timelines may depend upon third-party vendors, hardware availability, software licensing, customer approvals, and circumstances beyond the control of Accurate Network.
SLA Exclusions
The following events are excluded from SLA commitments:
• Internet Service Provider outages
• Utility power failures
• Manufacturer warranty delays
• Third-party cloud service outages
• Customer-caused incidents arising from unauthorized changes
• Cybersecurity incidents caused by unsupported systems or failure to implement recommended controls
• Force Majeure events
Customer Responsibilities
The Customer shall:
• Provide timely access to systems and premises
• Maintain valid software licensing and warranties
• Maintain current and verified data backups
• Designate authorized contacts for support requests
• Provide approvals and information necessary for incident resolution
Service Review
Service levels and support commitments shall be reviewed periodically and may be revised by mutual agreement if there are significant changes in infrastructure, user count, locations, business requirements, or service scope.
Purpose
The Unlimited Support Services provided under this Agreement are intended to deliver reasonable and efficient IT support to the Customer's covered infrastructure and users. The services are based on normal business usage and are not intended to provide a dedicated full-time engineer or unlimited project resources.
Covered Services
The Fair Use Policy applies to:
• Unlimited Remote Support
• Unlimited On-Site Support Visits
• Help Desk and End-User Support
• Incident Management and Troubleshooting
• Preventive Maintenance Activities
• Vendor Coordination for Covered Equipment
Covered Assets
Support services are limited to the Covered Equipment, systems, locations, and users specifically identified in the Asset Schedule and included within the scope of this Agreement.
Reasonable Usage
The Customer may raise an unlimited number of genuine support requests relating to normal business operations. Support requests shall be reasonable in nature and proportionate to the size and complexity of the Customer's environment.
On-Site Visits
Unlimited on-site visits are intended for incidents that cannot reasonably be resolved remotely. Accurate Network reserves the right to determine whether an incident requires on-site attendance or can be effectively resolved through remote support.
Exclusions
The following activities are not covered under Unlimited Support Services and shall be treated as chargeable services:
• New installations and deployments
• Office relocation and infrastructure movement
• Structured cabling work
• Server migrations and upgrades
• Major network redesign or reconfiguration
• Project implementation and consulting assignments
• Software development or customization
• Data recovery services
• Support for personal devices or non-covered equipment
• Training programs and user awareness sessions
• Support arising from unauthorized changes or negligence
Emergency Support
Emergency support and standby hardware services are intended solely for genuine critical incidents affecting business operations and are subject to the terms and conditions specified elsewhere in this Agreement.
Infrastructure Changes
The Customer shall notify Accurate Network of any significant increase in users, devices, locations, servers, network equipment, or business operations. Accurate Network reserves the right to review and revise the service scope and pricing if there is a material change in the supported environment.
Abuse or Misuse of Services
The following may constitute excessive or unreasonable usage:
• Repeated incidents caused by unauthorized changes
• Frequent requests arising from unsupported systems
• Requests for services outside the agreed scope
• Excessive demands that effectively require a dedicated engineer
• Persistent refusal to implement agreed corrective actions or recommendations
Service Review
If support requirements consistently and substantially exceed normal business usage, Accurate Network may:
• Review the Customer's support requirements;
• Recommend additional services, resources, or plan upgrades; and
• Revise the Agreement, service scope, and commercial terms by mutual agreement.
Reservation of Rights
Accurate Network reserves the right to decline requests that fall outside the agreed scope of services and to separately quote any additional services, projects, or requirements not covered under this Agreement.
Purpose
Emergency Response Services are intended to provide priority assistance and business continuity support during Critical Incidents that materially impact the Customer's business operations.
Definition of a Critical Incident
A Critical Incident includes:
• Complete network outage affecting business operations
• Server failure resulting in service unavailability
• Firewall failure or major cybersecurity incident
• Internet outage affecting multiple users and critical business functions
• Failure of business-critical systems causing operational disruption
• Any incident mutually agreed to require emergency intervention
Emergency Response Commitment
Upon logging a Critical Incident, Accurate Network shall:
• Acknowledge and commence remote troubleshooting within the applicable SLA response time;
• Escalate the incident to senior technical resources where required; and
• Provide on-site assistance within the agreed response commitment where remote resolution is not feasible.
The emergency response commitment applies during the contracted service hours unless a separate 24x7 support agreement has been executed.
Standby Hardware
Subject to availability and commercial feasibility, Accurate Network may provide temporary standby equipment to restore business operations while the Customer's equipment is being repaired, replaced, or restored.
Standby hardware may include:
• Network switches
• Firewalls
• Wireless access points
• Desktop computers
• Other standard IT equipment as reasonably available
Hardware Availability
Standby hardware is provided on a best-effort basis and is subject to stock availability. Accurate Network does not guarantee the availability of identical models, specifications, brands, capacities, or configurations.
Equivalent or compatible equipment may be provided where reasonably practicable.
Temporary Use
Standby hardware shall be provided solely for temporary business continuity purposes and shall remain the property of Accurate Network at all times.
The Customer shall immediately return all standby equipment upon completion of repairs, replacement, or upon request by Accurate Network.
Exclusions
Unless specifically agreed in writing, standby hardware does not include:
• Servers and storage systems
• Tape libraries and backup appliances
• Printers, plotters, and specialized peripherals
• Specialized workstations
• Licensed software and software subscriptions
• Custom-built systems and proprietary equipment
Customer Responsibilities
The Customer shall:
• Provide timely access to systems and premises;
• Maintain valid software licenses and system documentation;
• Maintain appropriate and verified data backups;
• Exercise reasonable care while using standby hardware;
• Promptly cooperate with troubleshooting and restoration activities.
Loss or Damage
The Customer shall be responsible for any loss, theft, misuse, or physical damage to standby equipment while such equipment remains in the Customer's possession and may be charged the repair or replacement cost.
Limitations
Emergency Response and Standby Hardware services are intended for genuine Critical Incidents only and shall not apply to:
• Planned maintenance activities
• Project work and migrations
• Infrastructure upgrades and new installations
• Incidents caused by unauthorized changes
• Incidents arising from unsupported systems or equipment
• Third-party service outages beyond the control of Accurate Network
• Force Majeure events
Service Review
If Emergency Response Services or Standby Hardware deployments are repeatedly required due to recurring failures, unsupported infrastructure, significant environmental changes, or substantial expansion of the Customer's IT environment, Accurate Network reserves the right to review and revise the service scope, support commitments, and commercial terms.
Limitation of Liability
The provision of Emergency Response Services and Standby Hardware is intended to minimize business disruption and does not constitute a guarantee of uninterrupted operations, data availability, or complete prevention of business loss arising from any incident.
Purpose
Expert Reviews are designed to provide the Customer with a strategic and independent assessment of its IT infrastructure, network environment, and cybersecurity posture, along with recommendations to improve performance, reliability, security, and business continuity.
Review Frequency
Accurate Network shall conduct two (2) scheduled Expert Reviews during each twelve (12) month contract period, typically once every six (6) months, unless otherwise agreed in writing.
Review Scope
Expert Reviews may include:
• Network architecture and performance assessment
• Firewall and security configuration review
• Server health and capacity assessment
• Backup and disaster recovery review
• Wi-Fi coverage and performance assessment
• Endpoint security and patch management review
• Infrastructure capacity planning and scalability review
• Review of operational risks and best practices
• Business continuity and resiliency recommendations
Deliverables
Following each Expert Review, Accurate Network may provide:
• Executive summary of observations
• Identified risks and improvement opportunities
• Recommendations and prioritised action items
• High-level technology roadmap and planning recommendations
• Best practice guidance for infrastructure and security improvements
Scheduling
Expert Reviews shall be scheduled by mutual agreement and conducted during normal business hours. The Customer shall provide reasonable notice periods, access to facilities, and availability of relevant personnel.
Customer Responsibilities
The Customer shall:
• Provide access to covered systems and facilities;
• Provide relevant documentation and information, if available;
• Designate authorized personnel for discussions and coordination;
• Provide necessary administrative access where approved and required for the review.
Advisory Nature of Service
Expert Reviews are advisory and consultative services intended to provide guidance and recommendations. The implementation of recommendations shall remain the responsibility of the Customer unless separately agreed under this Agreement or under a separate project engagement.
Exclusions
Expert Reviews do not include:
• Penetration testing and ethical hacking
• Compliance audits and certifications
• Detailed security assessments and forensic investigations
• Implementation of recommendations
• Major infrastructure redesign or migration projects
• Structured cabling assessments
• Software development or customization activities
• Procurement and deployment projects
Additional Services
Any implementation, remediation activities, consulting assignments, project work, or services beyond the review scope shall be separately quoted and billed.
Non-Cumulative Benefit
Unused Expert Reviews do not accumulate, carry forward, convert into support hours, or entitle the Customer to refunds, credits, or additional services.
Confidentiality
All findings, observations, recommendations, and information obtained during the Expert Reviews shall be treated as confidential and shall be used solely for the purpose of providing advisory services to the Customer.
Limitation of Service
Expert Reviews are intended to provide strategic guidance based on information available at the time of review. Accurate Network does not warrant or guarantee that all vulnerabilities, deficiencies, performance issues, security risks, or operational concerns will be identified during the review.
Purpose
Preventive Maintenance Services are intended to proactively maintain the Customer's IT infrastructure, minimize unplanned downtime, improve system performance, enhance security, and extend the operational life of Covered Equipment.
Frequency
Preventive Maintenance activities shall be performed periodically in accordance with the service plan and operational requirements of the Customer. Maintenance schedules shall be mutually agreed and conducted during normal business hours unless otherwise agreed in writing.
Scope of Preventive Maintenance
Preventive Maintenance activities may include:
• Inspection of desktops, laptops, servers, and network equipment
• Verification of hardware health and operational status
• Review of server performance, resource utilization, and event logs
• Review of firewall status and security configurations
• Inspection of switches, routers, and wireless infrastructure
• Verification of antivirus and endpoint security status
• Review of operating system patches and updates
• Verification of backup job status and backup alerts
• Review of storage capacity and available system resources
• Inspection of environmental conditions affecting IT equipment
• Review of network performance and connectivity
• Identification of recurring incidents and root causes
• Review of system documentation and asset records
Maintenance Activities
Preventive Maintenance services may include:
• Installation of approved operating system updates and patches
• Application of firmware updates where reasonably practicable
• Removal of temporary files and routine system housekeeping
• Review and optimization recommendations for system performance
• Verification of security settings and configurations
• Review of system alerts and warning conditions
• Testing of critical services and connectivity
• Recommendations for infrastructure improvements and risk mitigation
Reporting
Following Preventive Maintenance activities, Accurate Network may provide:
• Summary of work performed
• Observations and identified issues
• Recommendations and corrective actions
• Capacity planning and improvement suggestions
• Outstanding risks and advisory notes
Customer Responsibilities
The Customer shall:
• Provide timely access to systems, facilities, and equipment
• Ensure systems are available during scheduled maintenance windows
• Maintain valid software licenses and manufacturer warranties
• Maintain current and verified data backups
• Review and approve recommended corrective actions where required
Service Limitations
Preventive Maintenance is intended to reduce the likelihood of failures and improve operational stability. Preventive Maintenance does not guarantee uninterrupted service, eliminate all risks of hardware or software failure, or prevent all cybersecurity incidents.
Exclusions
Preventive Maintenance does not include:
• Hardware replacement and procurement
• Major upgrades and infrastructure redesign
• New installations and deployments
• Structured cabling work
• Software development or customization
• Data recovery services
• Remediation requiring third-party vendor intervention
• Project work and migration activities
Additional Services
Any repair, replacement, upgrade, remediation, or project work identified during Preventive Maintenance and falling outside the scope of this Agreement shall be separately quoted and billed.
Scheduling Changes
Accurate Network reserves the right to reschedule Preventive Maintenance activities due to emergencies, business requirements, Force Majeure events, or circumstances beyond its reasonable control. Reasonable notice shall be provided to the Customer wherever practicable.
General
Unless expressly specified in this Agreement, the following services and activities are excluded from the scope of Managed Services and Annual Maintenance Services and shall be separately quoted and billed.
Project and Implementation Services
The following activities are excluded:
• New hardware and software installations
• Infrastructure deployments and rollouts
• Office relocation and IT equipment movement
• Server migrations and upgrades
• Network redesign and re-architecture
• Cloud migration projects
• Major configuration changes and implementation projects
• Expansion to new sites or locations
Structured Cabling and Electrical Works
The following are excluded:
• Structured cabling installations
• Fiber optic cabling and splicing
• Electrical works and power distribution
• Conduit, trunking, and civil work
• Rack fabrication and modifications
Hardware and Software Procurement
The following are excluded:
• Supply of hardware, software, and subscriptions
• Hardware replacement and upgrades
• Software licensing costs
• Manufacturer warranty extensions
• Spare parts and consumables
Data Recovery and Restoration
The following are excluded:
• Recovery of data from failed storage devices
• Recovery of deleted, corrupted, encrypted, or inaccessible data
• Specialized forensic investigations
• Recovery of data where no valid backup exists
Third-Party Products and Services
The following are excluded:
• Internet Service Provider services
• Cloud service subscriptions
• Third-party software licensing and support fees
• Telecommunication services
• Manufacturer support contracts and warranties
Unsupported Systems
The following are excluded:
• End-of-life or unsupported hardware
• End-of-support operating systems and applications
• Systems without valid licenses
• Unauthorized or pirated software
• Equipment not included in the Asset Schedule
Personal Devices
The following are excluded:
• Personal laptops, desktops, tablets, and mobile devices
• Home networks and internet connections
• Personally owned applications and software
• Devices not owned or approved by the Customer
Training and Consultancy
The following are excluded:
• Formal user training programs
• Cybersecurity awareness programs
• Documentation projects
• Business process consulting
• IT audits and compliance assessments
• Strategic consulting assignments beyond the agreed scope
Cybersecurity Incidents
The following are excluded unless specifically included under the Agreement:
• Digital forensic investigations
• Penetration testing and ethical hacking
• Security compliance audits
• Incident response retainer services
• Recovery from ransomware and cyber extortion events
• Cyber insurance-related activities
Environmental and External Factors
Accurate Network shall not be responsible for incidents arising from:
• Utility power failures
• Fire, flood, water leakage, or natural disasters
• Air-conditioning failures and environmental conditions
• Internet outages and third-party service disruptions
• Theft, vandalism, or physical damage
• Force Majeure events
Customer-Caused Incidents
The following are excluded:
• Incidents resulting from unauthorized changes
• Failure to follow recommended maintenance procedures
• Failure to implement agreed security recommendations
• Misuse or negligent handling of equipment
• Failure to maintain valid backups or software licenses
Consumables
The following are excluded:
• Printer cartridges and toners
• Batteries and UPS batteries
• Storage media and tapes
• Cables, connectors, and accessories
• Any consumable items subject to normal wear and tear
Additional Services
Any service, activity, equipment, or requirement not expressly included within the Scope of Services or Asset Schedule shall be considered outside the scope of this Agreement and may be separately quoted and billed by Accurate Network.
General Responsibilities
The Customer shall cooperate with Accurate Network and provide all reasonable assistance necessary for the effective delivery of services under this Agreement.
Access to Systems and Premises
The Customer shall:
• Provide timely and reasonable access to premises, systems, equipment, and facilities required for service delivery.
• Provide remote access to systems where necessary and approved.
• Ensure that authorized personnel are available during scheduled visits and maintenance activities.
Authorized Representatives
The Customer shall:
• Nominate one or more authorized representatives to coordinate support activities and approve service requests and changes.
• Ensure that only authorized personnel raise service requests and approve significant changes.
Software Licensing and Compliance
The Customer shall:
• Maintain valid and legal software licenses for all applications and operating systems.
• Ensure compliance with applicable software licensing terms and conditions.
• Not use unauthorized, pirated, or unsupported software.
Data Backup Responsibilities
The Customer shall:
• Maintain appropriate backup policies and retention requirements.
• Verify the availability and integrity of critical business data.
• Notify Accurate Network of any changes to backup requirements or critical applications.
• Understand that the ultimate responsibility for business data and data recovery remains with the Customer.
Information and Documentation
The Customer shall:
• Provide accurate information regarding infrastructure, applications, users, and business requirements.
• Share available network diagrams, credentials, documentation, and asset information as reasonably required.
• Inform Accurate Network of any changes to the IT environment that may impact service delivery.
Infrastructure and Environment
The Customer shall:
• Maintain suitable environmental conditions for IT equipment, including adequate power, cooling, and physical security.
• Ensure that equipment is operated in accordance with manufacturer recommendations.
• Maintain valid manufacturer warranties and support contracts where applicable.
Security Responsibilities
The Customer shall:
• Implement and follow reasonable cybersecurity practices.
• Ensure users comply with password and access management policies.
• Promptly report suspected security incidents or unauthorized access attempts.
• Implement recommendations that are mutually agreed to improve security and reduce operational risks.
Changes to Infrastructure
The Customer shall:
• Notify Accurate Network before making significant changes to hardware, software, network configurations, locations, or business operations.
• Obtain necessary approvals before implementing changes that may impact managed services.
• Inform Accurate Network of any increase in users, devices, servers, or locations covered under this Agreement.
Third-Party Vendors
The Customer shall:
• Authorize Accurate Network to coordinate with third-party vendors where necessary.
• Provide relevant vendor contact information and support contract details.
• Cooperate in obtaining approvals and information required from third parties.
Payment Obligations
The Customer shall:
• Pay all invoices in accordance with the payment terms of this Agreement.
• Pay additional charges for services that are outside the agreed scope.
• Settle all applicable taxes, duties, and statutory charges unless otherwise agreed.
Care of Standby Equipment
The Customer shall:
• Exercise reasonable care while using standby hardware provided by Accurate Network.
• Prevent misuse, unauthorized access, loss, theft, or physical damage.
• Return all standby equipment promptly upon request or upon completion of repairs.
Cooperation and Good Faith
The Customer shall:
• Cooperate in good faith to facilitate timely incident resolution and service delivery.
• Provide approvals, decisions, and information without unreasonable delay.
• Follow agreed procedures and recommendations necessary to maintain service effectiveness.
Consequences of Non-Compliance
Accurate Network shall not be responsible for delays, service interruptions, security incidents, data loss, or inability to meet service commitments arising from the Customer's failure to fulfill its responsibilities under this Agreement. Any additional work required as a result of such non-compliance may be separately quoted and billed.
Purpose
The purpose of Change Management is to ensure that changes to the Customer's IT infrastructure are planned, evaluated, approved, implemented, and documented in a controlled manner to minimize business disruption and reduce operational risks.
Definition of Change
A Change means any addition, modification, upgrade, relocation, removal, or reconfiguration of hardware, software, systems, network infrastructure, security policies, services, or configurations that may impact the Customer's IT environment.
Types of Changes
a. Standard Changes
Routine, low-risk, pre-approved changes that follow established procedures and have minimal impact on business operations.
b. Normal Changes
Changes that require technical assessment, customer approval, scheduling, and implementation planning.
c. Emergency Changes
Changes that must be implemented immediately to restore services, mitigate security threats, prevent business disruption, or address Critical Incidents.
Change Request Process
All change requests should, where reasonably practicable:
• Be submitted through an authorized communication channel;
• Include a description of the requested change and business justification;
• Identify affected systems, users, and locations;
• Specify any preferred implementation windows and operational constraints.
Change Assessment
Accurate Network may assess:
• Technical feasibility;
• Business impact and associated risks;
• Resource requirements and dependencies;
• Potential service interruptions;
• Rollback requirements and implementation considerations.
Approval Requirements
No significant changes shall be implemented without approval from the Customer's authorized representative, except Emergency Changes necessary to restore services or mitigate immediate risks.
Approvals may be provided through email, service tickets, or other mutually agreed communication methods.
Scheduling and Implementation
Changes shall be scheduled during mutually agreed maintenance windows wherever reasonably practicable. Accurate Network may recommend implementation outside business hours where changes are expected to impact operations.
Emergency Changes
Emergency Changes may be implemented without prior formal approval when immediate action is reasonably necessary to:
• Restore critical services;
• Contain security incidents;
• Prevent further business disruption;
• Protect data, systems, or infrastructure.
Accurate Network shall inform the Customer as soon as reasonably practicable and document the actions taken.
Testing and Validation
Where appropriate and reasonably practicable, changes may be tested and validated before implementation. Following implementation, Accurate Network may verify service functionality and system stability.
Documentation
Accurate Network may maintain records of significant changes, including:
• Description of the change;
• Date and time of implementation;
• Systems affected;
• Approvals obtained;
• Implementation results and observations.
Rollback and Recovery
Where reasonably practicable, changes shall include rollback considerations. However, not all changes can be reversed without service interruption, data loss, or additional work. Accurate Network does not guarantee that every change can be fully rolled back.
Scope and Additional Charges
Routine operational changes included within the Scope of Services shall be performed under this Agreement. Major upgrades, migrations, redesign activities, deployments, or project-related changes may be separately quoted and billed.
Customer Responsibilities
The Customer shall:
• Submit change requests through authorized representatives;
• Provide complete and accurate information regarding the requested change;
• Review and approve changes in a timely manner;
• Communicate business constraints and critical operational requirements;
• Cooperate during implementation and testing activities.
Limitation of Liability
Accurate Network shall not be responsible for delays, service interruptions, data loss, or business impacts arising from changes requested, approved, or implemented by the Customer, third-party vendors, or circumstances beyond the reasonable control of Accurate Network.
Review of Changes
Recurring, high-risk, or business-critical changes may be periodically reviewed by both parties to improve service stability, reduce operational risks, and enhance change management procedures.
Fees and Charges
The Customer shall pay Accurate Network the fees specified in this Agreement for the Services provided. All fees are exclusive of applicable taxes, duties, levies, and government charges unless expressly stated otherwise.
Invoicing
Invoices shall be raised in accordance with the commercial terms agreed between the parties and may be issued annually, quarterly, monthly, or as otherwise specified in the Agreement.
Payment Due Date
All invoices shall be payable within fifteen (15) days from the invoice date unless otherwise agreed in writing.
Advance Payment
AMC and Managed Service fees are payable in advance for the applicable billing period unless otherwise agreed in writing.
Additional Services
Any services not expressly included within the Scope of Services, including project work, procurement, hardware replacement, upgrades, migrations, emergency support outside agreed service hours, or any out-of-scope activities, shall be separately quoted and billed.
Taxes
The Customer shall be responsible for payment of all applicable taxes, including Goods and Services Tax (GST), withholding taxes, duties, and statutory charges as applicable under prevailing laws.
Late Payments
Any amount remaining unpaid after the due date may attract interest at the rate of eighteen percent (18%) per annum or one and one-half percent (1.5%) per month, whichever is lower and legally permissible, calculated from the due date until the date of actual payment.
Suspension of Services
Accurate Network reserves the right to suspend or limit Services by providing written notice if any undisputed invoice remains unpaid for more than thirty (30) days from the due date.
During any period of suspension:
• Service Level Agreement commitments shall not apply;
• Response and resolution timelines may be suspended;
• Accurate Network shall not be liable for any resulting delays, disruptions, losses, or damages.
Resumption of Services
Suspended Services shall be restored after receipt of all outstanding amounts, including applicable taxes, interest, and any reinstatement charges, where applicable.
Non-Payment of Third-Party Charges
The Customer shall remain responsible for payment of all third-party subscriptions, software licenses, internet services, cloud services, manufacturer support contracts, and warranty renewals. Accurate Network shall not be liable for service interruptions arising from non-payment of such charges.
Disputed Invoices
The Customer shall notify Accurate Network in writing of any disputed invoice within seven (7) days from the invoice date, clearly specifying the reasons for the dispute. Undisputed amounts shall remain payable in accordance with the payment terms.
No Set-Off
Payments due under this Agreement shall be made in full without deduction, withholding, set-off, or counterclaim except where required by applicable law.
Price Revision
Accurate Network reserves the right to review and revise pricing upon renewal of this Agreement or where there is a material change in:
• Number of users, devices, servers, or locations;
• Scope of Services;
• Service levels and support commitments;
• Third-party licensing or support costs;
• Applicable taxes, statutory requirements, or market conditions.
Renewal and Price Escalation
Unless otherwise agreed in writing, renewal pricing may be revised annually to reflect inflation, increased support requirements, changes in business operations, or increased service delivery costs.
Survival
All payment obligations, outstanding invoices, taxes, interest, and charges accrued prior to termination or expiry of this Agreement shall survive termination and remain payable by the Customer.
Contract Term
This Agreement is entered into for a fixed term as specified in the Agreement and is intended to remain in force for the entire contract period unless terminated in accordance with this section.
Termination by Customer
The Customer may terminate this Agreement before its expiry by providing at least thirty (30) days' prior written notice to Accurate Network.
Early Termination Charges
In the event of premature termination by the Customer:
• All outstanding invoices and charges shall become immediately due and payable.
• Any discounts, complimentary services, free installations, or subsidized equipment provided under the Agreement shall become immediately recoverable on a pro-rata basis.
• Any project work, procurement costs, third-party commitments, or expenses already incurred by Accurate Network shall be payable by the Customer.
• An early termination charge equivalent to twenty-five percent (25%) of the remaining contract value may be levied to compensate for resource allocation, onboarding costs, and reserved service capacity.
Refund Policy
Unless otherwise agreed in writing, AMC and Managed Service fees are non-refundable once Services have commenced.
Where Accurate Network, at its sole discretion, approves a refund, the refund amount shall be calculated after deducting:
• Charges for Services already delivered;
• Costs incurred for onboarding, documentation, and preventive maintenance activities;
• Third-party costs and commitments;
• Applicable taxes, duties, and early termination charges.
Termination by Accurate Network
Accurate Network may terminate this Agreement by providing thirty (30) days' written notice in the event of:
• Non-payment of undisputed invoices beyond thirty (30) days from the due date;
• Repeated misuse or abuse of Services;
• Material breach of this Agreement;
• Failure to maintain supported and licensed systems;
• Failure to cooperate in service delivery;
• Circumstances that materially prevent Accurate Network from providing the Services.
Immediate Termination
Either party may terminate this Agreement with immediate effect in the event of:
• Fraud or illegal activities;
• Insolvency, liquidation, or cessation of business operations;
• Unauthorized access, misuse, or activities creating significant legal or security risks;
• Any material breach that cannot reasonably be remedied.
Effect of Termination
Upon termination or expiry of this Agreement:
• All rights and obligations accrued prior to termination shall remain enforceable;
• The Customer shall immediately pay all outstanding amounts;
• Accurate Network may discontinue access to support systems, monitoring services, and management tools;
• All standby hardware, documentation, equipment, and other assets belonging to Accurate Network shall be promptly returned.
Transition Assistance
Upon written request, Accurate Network may provide reasonable transition assistance and knowledge transfer services to the Customer or its newly appointed service provider.
Any such assistance shall be treated as additional professional services and shall be separately quoted and billed.
Survival
The provisions relating to payment obligations, confidentiality, limitation of liability, intellectual property rights, return of assets, and dispute resolution shall survive termination or expiry of this Agreement.
No Waiver
Termination of this Agreement shall not affect any rights, remedies, claims, or liabilities accrued by either party prior to the effective date of termination.
General Limitation
Accurate Network shall perform the Services with reasonable skill, care, and diligence in accordance with generally accepted industry practices. However, the Services are provided on a commercially reasonable and best-effort basis and do not constitute a guarantee of uninterrupted, error-free, or completely secure operations.
Maximum Liability
To the maximum extent permitted by applicable law, the aggregate liability of Accurate Network arising out of or relating to this Agreement, whether in contract, tort, negligence, statutory duty, or otherwise, shall not exceed the total fees actually paid by the Customer under this Agreement during the twelve (12) months immediately preceding the event giving rise to the claim.
Exclusion of Indirect Losses
In no event shall Accurate Network be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, including but not limited to:
• Loss of profits or revenue;
• Loss of business opportunities;
• Loss of goodwill or reputation;
• Loss of anticipated savings;
• Business interruption;
• Loss of productivity;
• Loss, corruption, or unavailability of data;
• Loss arising from delayed operations or service interruptions.
Third-Party Services
Accurate Network shall not be liable for any failure, interruption, delay, or damage arising from:
• Internet Service Provider outages;
• Cloud service disruptions;
• Manufacturer defects or warranty delays;
• Third-party software failures;
• Telecommunications failures;
• Utility power failures; or
• Any services or products provided by third parties.
Data and Backup Responsibility
The Customer acknowledges that the ultimate responsibility for maintaining business data, verifying backup integrity, and ensuring appropriate data retention rests with the Customer.
Accurate Network shall not be liable for any loss, corruption, encryption, deletion, or unavailability of data, including circumstances where backups are incomplete, corrupted, unavailable, or fail to restore successfully.
Cybersecurity Risks
The Customer acknowledges that no security solution can eliminate all cybersecurity risks. Accordingly, Accurate Network does not warrant or guarantee protection against all cyber incidents, malware, ransomware, unauthorized access, data breaches, or other security events.
Customer-Caused Incidents
Accurate Network shall not be liable for any losses, damages, delays, or service interruptions resulting from:
• Unauthorized changes made by the Customer or third parties;
• Misuse or negligent handling of equipment;
• Failure to implement agreed recommendations;
• Use of unsupported systems or unlicensed software;
• Failure to maintain adequate environmental conditions or backups.
Force Majeure
Accurate Network shall not be liable for any failure, delay, interruption, or inability to perform Services arising from events beyond its reasonable control, including natural disasters, fire, flood, epidemic, war, civil disturbances, government actions, labor disputes, utility failures, or internet disruptions.
Limitation Period
No claim arising out of or relating to this Agreement may be brought against Accurate Network more than twelve (12) months after the occurrence of the event giving rise to such claim.
Mitigation of Loss
The Customer shall take all reasonable steps to mitigate and minimize any losses, damages, or business interruptions arising from any incident or service disruption.
Exclusive Remedies
The remedies expressly provided under this Agreement shall constitute the Customer's sole and exclusive remedies in relation to the Services provided under this Agreement.
Essential Basis of Agreement
The Customer acknowledges that the pricing and commercial terms of this Agreement are based upon the limitations of liability contained herein and that Accurate Network would not have entered into this Agreement on the same terms without such limitations.
General Limitation
Accurate Network shall perform the Services with reasonable skill, care, and diligence in accordance with generally accepted industry practices. However, the Services are provided on a commercially reasonable and best-effort basis and do not constitute a guarantee of uninterrupted, error-free, or completely secure operations.
Maximum Liability
To the maximum extent permitted by applicable law, the aggregate liability of Accurate Network arising out of or relating to this Agreement, whether in contract, tort, negligence, statutory duty, or otherwise, shall not exceed the total fees actually paid by the Customer under this Agreement during the twelve (12) months immediately preceding the event giving rise to the claim.
Exclusion of Indirect Losses
In no event shall Accurate Network be liable for any indirect, incidental, consequential, special, exemplary, or punitive damages, including but not limited to:
• Loss of profits or revenue;
• Loss of business opportunities;
• Loss of goodwill or reputation;
• Loss of anticipated savings;
• Business interruption;
• Loss of productivity;
• Loss, corruption, or unavailability of data;
• Loss arising from delayed operations or service interruptions.
Third-Party Services
Accurate Network shall not be liable for any failure, interruption, delay, or damage arising from:
• Internet Service Provider outages;
• Cloud service disruptions;
• Manufacturer defects or warranty delays;
• Third-party software failures;
• Telecommunications failures;
• Utility power failures; or
• Any services or products provided by third parties.
Data and Backup Responsibility
The Customer acknowledges that the ultimate responsibility for maintaining business data, verifying backup integrity, and ensuring appropriate data retention rests with the Customer.
Accurate Network shall not be liable for any loss, corruption, encryption, deletion, or unavailability of data, including circumstances where backups are incomplete, corrupted, unavailable, or fail to restore successfully.
Cybersecurity Risks
The Customer acknowledges that no security solution can eliminate all cybersecurity risks. Accordingly, Accurate Network does not warrant or guarantee protection against all cyber incidents, malware, ransomware, unauthorized access, data breaches, or other security events.
Customer-Caused Incidents
Accurate Network shall not be liable for any losses, damages, delays, or service interruptions resulting from:
• Unauthorized changes made by the Customer or third parties;
• Misuse or negligent handling of equipment;
• Failure to implement agreed recommendations;
• Use of unsupported systems or unlicensed software;
• Failure to maintain adequate environmental conditions or backups.
Force Majeure
Accurate Network shall not be liable for any failure, delay, interruption, or inability to perform Services arising from events beyond its reasonable control, including natural disasters, fire, flood, epidemic, war, civil disturbances, government actions, labor disputes, utility failures, or internet disruptions.
Limitation Period
No claim arising out of or relating to this Agreement may be brought against Accurate Network more than twelve (12) months after the occurrence of the event giving rise to such claim.
Mitigation of Loss
The Customer shall take all reasonable steps to mitigate and minimize any losses, damages, or business interruptions arising from any incident or service disruption.
Exclusive Remedies
The remedies expressly provided under this Agreement shall constitute the Customer's sole and exclusive remedies in relation to the Services provided under this Agreement.
Essential Basis of Agreement
The Customer acknowledges that the pricing and commercial terms of this Agreement are based upon the limitations of liability contained herein and that Accurate Network would not have entered into this Agreement on the same terms without such limitations.
Definition
A Force Majeure Event means any event or circumstance beyond the reasonable control of either party that prevents, delays, or materially affects the performance of obligations under this Agreement.
Force Majeure Events
Force Majeure Events may include, but are not limited to:
• Natural disasters, including floods, earthquakes, cyclones, storms, lightning, and fire;
• Epidemics, pandemics, public health emergencies, and quarantine restrictions;
• War, terrorism, civil unrest, riots, sabotage, or acts of public enemies;
• Government actions, changes in law, regulatory restrictions, embargoes, or orders of competent authorities;
• Strikes, lockouts, labor disputes, or shortages of skilled personnel;
• Utility failures, including electricity, telecommunications, internet, or public infrastructure outages;
• Failure of third-party service providers, cloud service providers, internet service providers, or telecommunications networks;
• Transportation disruptions, supply chain interruptions, or shortages of equipment and materials;
• Any other event beyond the reasonable control of the affected party.
Suspension of Obligations
Neither party shall be considered in breach of this Agreement or liable for any delay, interruption, failure, or inability to perform its obligations to the extent such failure or delay is directly caused by a Force Majeure Event.
Notification
The affected party shall notify the other party as soon as reasonably practicable of:
• The nature of the Force Majeure Event;
• The obligations affected;
• The expected duration of the event, if known; and
• The steps being taken to mitigate its impact.
Mitigation
The affected party shall use commercially reasonable efforts to minimize the effects of the Force Majeure Event and resume performance of its obligations as soon as reasonably practicable.
Service Level Agreement (SLA)
During a Force Majeure Event:
• Service Level Agreement commitments and response timelines may be suspended;
• Response and resolution targets may be extended;
• On-site support and emergency response commitments may be affected by travel restrictions, safety concerns, or infrastructure disruptions.
Payment Obligations
The Customer's obligation to pay for Services already rendered and for third-party services, subscriptions, licenses, and commitments incurred prior to the Force Majeure Event shall continue unless otherwise agreed in writing.
Prolonged Force Majeure
If a Force Majeure Event continues for a period exceeding sixty (60) consecutive days and materially prevents the performance of this Agreement, either party may terminate the Agreement by providing thirty (30) days' written notice to the other party.
Limitation of Liability
Neither party shall be liable for any direct, indirect, incidental, consequential, special, or punitive losses, damages, costs, or expenses arising solely from a Force Majeure Event.
Preservation of Rights
Upon cessation of the Force Majeure Event, both parties shall cooperate in good faith to restore normal service operations and continue performance of their obligations under this Agreement to the extent reasonably practicable.
Purpose
This Asset Schedule identifies the equipment, systems, locations, and users covered under this Agreement. Only assets specifically listed in this schedule shall be considered Covered Equipment and eligible for services under this Agreement.
Customer Information
Customer Name: __________________________
Customer Address: ________________________
Primary Contact Person: ___________________
Contact Number: __________________________
Email Address: ____________________________
Agreement Start Date: _____________________
Agreement End Date: _______________________
Covered Locations
The following locations are covered under this Agreement:
Location 1:
Address: _________________________________
Location 2:
Address: _________________________________
Additional locations, if any, shall be mutually agreed in writing and added to this schedule.
Covered Assets
The Customer shall provide and maintain an accurate inventory of all Covered Equipment, including:
• Servers
• Desktops and Laptops
• Network Switches
• Routers and Firewalls
• Wireless Access Points
• Storage Systems and NAS Devices
• Backup Appliances and Tape Libraries
• Printers and Multifunction Devices
• UPS Systems
• Other IT Infrastructure specifically agreed under this Agreement
For each Covered Asset, the following information should be maintained:
• Asset Description
• Manufacturer and Model
• Asset Tag or Serial Number
• Physical Location
• Assigned User or Department
• IP Address, where applicable
• Warranty Status and Expiry Date, where available
• Operational Status
Covered Users
Approximate Number of Users Covered: __________
Departments Covered:
Covered Software and Services
The following software and services may be included under this Agreement:
• Operating Systems
• Productivity Applications
• Email and Collaboration Platforms
• Antivirus and Endpoint Security Solutions
• Backup Software
• Network Management Software
• Virtualization Platforms
• Business Applications specifically agreed under this Agreement
Asset Additions and Removals
The Customer shall notify Accurate Network in writing of any additions, removals, replacements, relocations, or significant changes to Covered Equipment.
Accurate Network reserves the right to review and revise service scope and commercial terms if there is a material increase in:
• Number of users;
• Number of devices;
• Number of servers;
• Number of locations;
• Complexity of the IT environment.
Asset Verification
Accurate Network may periodically verify the Asset Schedule and request updates to ensure that asset records remain accurate and current.
Exclusions
Any equipment, software, locations, users, or services not specifically identified in this Asset Schedule or subsequently agreed in writing shall be deemed outside the scope of this Agreement and may be separately quoted and billed.
Schedule Updates
This Asset Schedule forms an integral part of the Agreement and may be amended from time to time by mutual written agreement between the parties.