The operational hours during which support is available 24/7, including weekends and public holidays.
Premium support provided remotely or on-site for software licenses procured from Crewshell Solutions, available 24/7.
The services provided by Crewshell Solutions to the client, delivered with care, skill, and in a timely manner according to industry standards.
The terms and conditions regarding the payment of invoices, including consequences for late or non-payment.
The agreement between both parties to keep disclosed information confidential, except where required by law or with written consent.
The ownership and rights associated with any software or materials provided by Crewshell Solutions.
The extent of liability that Crewshell Solutions assumes, excluding certain types of damages and setting a cap on the total liability.
The laws and jurisdiction that apply to the Service Level Agreement and any disputes arising from it.
The understanding that the Service Level Agreement, including the Terms and Conditions, constitutes the complete agreement between Crewshell Solutions and the client, superseding any prior agreements or representations.
2.1 Unless otherwise state within the signed service level agreement the following normal service hours is applicable
A) Crewshell Solutions standard service hours are from 8am – 5pm Monday to Friday excluding public holidays.
B) Crewshell Solutions premium service hours range from 24 hours daily and 7 days a week.
2.2 All onsite assistance will be scheduled and coordinated from the Crewshell Solutions service desk which will notify the Client of the estimated time of arrival of Crewshell Solutions personnel for onsite assistance.
2.3 Crewshell Solutions will not be required to meet third-party operational hours which fall outside the operating hours of Crewshell Solutions.
3.1 Crewshell Solutions services provided to the client will be handed with due care and skill in a timely manner in accordance with best industry standards.
3.2 Clients may request maintenance service calls to Crewshell Solutions in the event of a Managed IT Device failure and requires repair.
3.3 A request for service will be considered accepted once Crewshell Solutions has responded to a request of service email.
3.4 A request for service via telephone, messaging services or by any other methods will not be accepted unless a Crewshell Solutions personnel has responded and agreed via email.
3.5 Resolution Target Time will be calculated from our acknowledgment of your requested services via email.
3.6 Crewshell Solutions will take reasonable actions to resolve problems experienced by the client, in due time. There can be no guarantee that a problem will be resolved within the agreed resolution time span.
3.7 In order to be eligible to receive Services from Crewshell Solutions the Client shall at all times comply with the Client’s obligations which are set out in the Schedule of Client’s Responsibilities in the Service Level Agreement. Crewshell Solutions shall have no liability to provide Services to the Client unless the Client has complied fully with all such provisions.
3.8 Crewshell Solutions obligations to provide Services to the client under the Service Level Agreement shall not extend to those matters listed in Schedule 1 of these Terms and Conditions.
3.9 The conditions which are applicable to standard support services cloud back-up services aloud email security services anti-virus management services disaster recovery and connectivity and co-location services are set out in Schedule 2 of these Terms and Conditions.
4.1 Crewshell Solutions commits to provide its clients with services to the highest possible quality standards through its highly experienced and committed Client service team who strive to provide all Clients with the highest level of service.
4.2 If the Client feels for good reason that any part of the Services provided by Crewshell Solutions falls short of its quality standard, the Client undertakes that the Client shall give notice in writing to Crewshell Solutions which notice shall contain full particulars of any alleged shortcoming. Crewshell Solutions shall on receipt of any such notice immediately take such steps as it considers necessary to investigate all relevant circumstances.
4.3 If Crewshell Solutions concludes that its Services have not met its quality standard, Crewshell Solutions shall repay to the Client by means of a credit note in relation to such amount as Crewshell Solutions considers appropriate in all the circumstances. The acceptance by the Client of any such credit note (which shall be deemed to have been accepted if not returned within three days of the credit note being sent) shall constitute full and final settlement of any potential claim of the Client against Crewshell Solutions.
4.4 If the Client fails to give notice in writing to Crewshell Solutions identifying any alleged defect in the Services provided by Crewshell Solutions to the Client within 30 days from the date of the provision of the allegedly defective Services, the Client shall be deemed to have waived the Client’s right to obtain a credit note or to be entitled to any other remedy in relation to any such alleged defect.
5.1 The Commencement Date shall start from the date of completion of 50% of Services as specified in the Service Level Agreement. Pro-rata invoicing applicable.
5.2 The Term of the Service Level Agreement begins on the Commencement Date and will continue for the duration of the Initial Period following which it shall be automatically extended by a Subsequent Period which shall also be automatically extended unless the Client serves notice of termination in accordance with the provisions of Paragraph 10.
5.3 If more than 50% of the Client’s IT infrastructure (calculated either by reference to the value of the services provided by Crewshell Solutions to the Client or the equipment comprised in the IT infrastructure) changes on any single date or shall have changed in the six calendar months preceding that date Crewshell Solutions shall have the right to require the Client to enter into an up-dated Service Level Agreement in order to provide both parties with an up-to-date reference point. The Initial Period and all Subsequent Periods shall then be calculated by reference to the date on which the Client executed the updated Service Level Agreement.
5.4 Where the Services include the provision by Crewshell Solutions of consumption-based products such as Microsoft Cloud Service Provided or any other third-party subscription services the Client shall be entitled to remove such services from the scope of the Service Level Agreement by giving Crewshell Solutions one calendar month notice in writing.
5.5 The provisions of this Paragraph 7 and the provisions of Paragraph 10 shall apply to any Service Level Agreement other than any one-off agreement for the supply of specific items of Equipment or Services in circumstances where Crewshell Solutions assumes no responsibility for ongoing maintenance.
5.6 The Client may only remove a maximum of 5 % of the total managed assets at a time per calendar month that falls under the current Service Level Agreement i.e. 100 managed workstations – the Client can only remove a maximum of 5 workstations per calendar month. Please note that same applies for Crewshell Solutions Direct Services.
6.1 Crewshell Solutions shall be entitled to charge the Client Additional Charges at the rate specified in the Service Level Agreement.
6.2 In any case where the cost of supplying maintenance service or fitting of parts exceeds the current replacement value of the equipment or software the Client will be offered replacement equipment or software at the rate specified in the Crewshell Solutions Rate Card or the rate specified in the Service Level Agreement as appropriate.
6.3 Invoices in relation to Additional Charges must be paid in full within thirty days of the invoice date.
7.1 If the Client fails to make payment of any invoice within thirty days Crewshell Solutions reserves the right to:
(a) suspend the provision of any and/or all of the Services; and/or
(b) withhold new orders until payment is made in full of all sums due and owing.
7.2 If the Client fails to make payment of any invoice within sixty days in addition to the rights reserved to Crewshell Solutions under paragraph 7.1 Crewshell Solutions shall have the right to:
(a) charge a once-off administration fee of R500.00 for each invoice that is overdue by more than sixty days:
(b) seek payment of all sums owed from any Authorised Signatory who shall be liable to pay all sums due within 14 days on receipt of written demand from Crewshell Solutions.
7.3 The Client will be rated on a scoring system based on the timely payment of invoices due. Should the Client repeatedly find itself in breach of payment terms as set out above, the payment of one-off deposits in such amount as Crewshell Solutions shall consider necessary will be required prior to the supply of any hardware or Services by Crewshell Solutions.
8.1 The Client shall have the right to terminate the Service Level Agreement by giving notice in writing to Crewshell Solutions not less than 30 days before the expiry of the Current Period.
8.2 If the Client fails to give notice in writing in accordance with this Paragraph, the Client may elect to terminate this Agreement in accordance with the early termination provisions of Paragraph 10.
9.1 Crewshell Solutions may terminate the Service Level Agreement by giving not less than 90 days’ notice in writing to the Client.
9.2 Crewshell Solutions may terminate the Service Level Agreement with immediate effect in the event of a material breach of any provision of the Agreement by the Client, including but not limited to non-payment of invoices, failure to comply with the Client’s obligations, or violation of intellectual property rights.
9.3 Upon termination of the Service Level Agreement, the Client shall immediately cease to use any software or services provided by Crewshell Solutions and return any materials or documentation provided by Crewshell Solutions.
9.4 In the event of termination, the Client shall be liable to pay any outstanding fees or charges owed to Crewshell Solutions up to the date of termination.
10.1 In the event of early termination of the Service Level Agreement by either party for any reason other than a material breach by the Client, the Client shall be liable to pay Crewshell Solutions an early termination fee equivalent to 50% of the remaining fees payable for the unexpired portion of the Initial Period or Subsequent Period, as applicable.
10.2 The early termination fee shall be payable within 30 days of the effective date of termination.
11.1 Both parties agree to keep confidential any information disclosed by one party to the other during the term of the Service Level Agreement, except where disclosure is required by law or with the written consent of the disclosing party.
11.2 Crewshell Solutions may disclose the Client’s confidential information to its employees, agents, and contractors on a need-to-know basis for the purpose of providing the services, provided that such employees, agents, and contractors are bound by confidentiality obligations.
12.1 The intellectual property rights in any software or materials provided by Crewshell Solutions shall remain the property of Crewshell Solutions or its licensors.
12.2 The Client shall not reproduce, modify, distribute, or create derivative works based on the software or materials without the prior written consent of Crewshell Solutions.
13.1 Crewshell Solutions shall not be liable for any indirect, incidental, consequential, or special damages arising out of or in connection with the Service Level Agreement, including but not limited to loss of profits, loss of data, or loss of business opportunities.
13.2 Crewshell Solutions’ total liability to the Client for any claim arising out of or in connection with the Service Level Agreement shall not exceed the total fees paid by the Client to Crewshell Solutions in the 12 months preceding the claim.
14.1 The Service Level Agreement shall be governed by and construed in accordance with the laws of the jurisdiction in which Crewshell Solutions operates.
14.2 Any dispute arising out of or in connection with the Service Level Agreement shall be subject to the exclusive jurisdiction of the courts in the jurisdiction in which Crewshell Solutions operates.
15.1 The Service Level Agreement, including these Terms and Conditions, constitutes the entire agreement between Crewshell Solutions and the Client and supersedes all prior agreements, understandings, or representations, whether oral or written, relating to the subject matter of the Service Level Agreement.
15.2 No modification or amendment of the Service Level Agreement shall be valid unless in writing and signed by both parties. Schedule 1
Limits to Service.
(Paragraph 3.8.)