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Product Specific Terms - MSP - Managed Infrastructure

1.

Onboarding

1.1

The Onboarding Period begins on the Services Start Date and lasts for four weeks or until the Onboarding Activities are complete, whichever is later.

1.2

During the Onboarding Period, the Supplier and the Customer will work together on the following:

(a)

Setting up the Zendesk account and creating customer users;

(b)

Configuring access for both the Supplier's and Customer's teams;

(c)

Establishing a monthly schedule for Service Reviews;

(d)

Review and refinement of monitoring;

(e)

Review and refinement of backup & DR strategy and tooling;

(f)

Transition of IaC ownership;

(g)

Review of technical debt / backlog;

(h)

Documentation review and refinement; and

(i)

Knowledge handover sessions with Customer or internal teams.

Collectively the “Onboarding Activities”

1.3

Once these Onboarding Activities are complete, the Supplier will begin fulfilling the Supplier Obligations outlined in clauses 2 - 4. Please note that if the Customer does not participate in completing the Onboarding Activities, it will extend the Onboarding Period and delay the start of the Supplier's obligations.

Supplier Obligations

2.

Service Delivery

2.1

The Supplier shall provide the Customer with a Customer Success Manager.

2.2

If requested by the Customer, the Supplier shall meet with the Customer up to once a month, to review the Supplier’s delivery of Managed Infrastructure.

3.

Reactive Support

The Supplier shall:

3.1

respond to Infrastructure Tickets raised by a Customer Named Contact in accordance with the Service Level Agreement;

3.2

reclassify the priority of an Infrastructure Ticket where incorrectly prioritised by Customer;

3.3

track, report, triage, investigate, and perform necessary actions to resolve or provide advice to resolve the Infrastructure Ticket;

3.4

reserve the right to reject an Infrastructure Ticket or levy additional Charges where any of the following apply:

(a)

undue risk would be caused to the Customer’s system;

(b)

additional expertise beyond the scope of Managed Infrastructure is required; and / or

(c)

1 Business Day or more effort or resources from the Supplier is required, in which case the Supplier will initiate the Infrastructure Ticket be managed under a separate Professional Services contract;

4.

Proactive Services

As applicable based on the Customer’s Managed Infrastructure, and subject to 1 Business Day worth of Supplier resources per task, the Supplier shall proactively:

4.1

Alerting and Monitoring

(a)

collaborate with the Customer to set up specific alerts, thereafter maintain the alerts and notify the Customer when these alerts are activated;

(b)

monitor various components within the Customer’s Managed Infrastructure, including Compute instances, Kubernetes clusters, networking and Google outages (“Supplier Monitoring”). Where the Supplier Monitoring detects an issue or an anomaly, the Supplier shall log an Infrastructure Incident in the Support Portal. For the avoidance of doubt clauses 3.4 (a) (b) and (c) shall apply to the Infrastructure Incident;

4.2

Patching and Vulnerability Management

(a)

proactively manage and apply updates, patches, and security fixes at the operating system level to safeguard against vulnerabilities and maintain the security, stability, and performance of systems within the Customer’s Managed Infrastructure. Applications below the operating system level are excluded;

(b)

patch systems on a quarterly schedule, save for when (i) critical patches requiring immediate application before the next quarterly update, or (ii) when there is a Customer request for upgrades or patches outside of the quarterly schedule;

4.3

Backup & Restore

(a)

verify successful execution of backups;

(b)

promptly alert the Customer in case of backup failures;

(c)

restore backups promptly when needed for data integrity and continuity;

4.4

Cost Management

(a)

resize and redeploy the Customer’s Managed Infrastructure to increase the level of efficiency from a cost perspective;

4.5

Tooling Maintenance

(a)

maintain off-the-shelf or custom tooling, Terraform modules, Ansible Playbooks and any platform related utilities or miscellaneous scripts required for managed infrastructure deployments;

4.6

Package and Configuration Management

(a)

manage configuration for GKE based solutions and any Packer/Ansible associated repositories for use in quarterly patching (GoldenImage);

4.7

CI/CD Automation

(a)

automate deployments and implement on-demand cloud environments within the Customer's Managed Infrastructure;

4.8

Deprecation Management

(a)

manage the deprecation of the Customer’s Managed Infrastructure, off-the-shelf or custom platform related utilities to ensure continued operation of the Managed Infrastructure;

4.9

Platform Maintenance

(a)

resolve Infrastructure Service Requests that may require code/configuration changes, as well as platform maintenance activities;

(b)

troubleshoot and investigate GCP related issues related to the Customer’s Managed Infrastructure;

(c)

identify, develop, test, and release bug fixes related to the Customer’s Managed Infrastructure; and

(d)

use Google defined best practices for redeploying / reconfiguring infrastructure;

5.

Customer Obligations

The Customer shall:

5.1

cooperate with the Supplier as required to complete the Onboarding Activities;

5.2

report all Infrastructure Tickets via the Available Support Channels set out in the SLA; and

5.3

cooperate with the Supplier as required to enable the Supplier to perform its obligations.

6.

Charges

6.1

The Supplier may increase the Charges annually. This increase will be based on the preceding month's announced inflation rate (either ONS CPI (Consumer Price Index) for contracts with Qodea Limited/Qodea Technology Limited, or ECB HICP (Harmonised Index of Consumer Prices) for contracts with Cloud Technology Solutions Nederlands B.V./Appsbroker Europe GmbH), plus an additional 5%. If the applicable inflation rate is negative, only the 5% additional charge will apply.

7.

Definitions

7.1

The following definitions apply in these Product Specific Terms:

Customer Named Contact: means a Customer appointed individual authorised to raise Infrastructure Tickets in line with the SLA.

Customer Success Manager (“CSM”): means subject matter expert assigned to the Customer, available during Business Hours. The individual assigned to the Customer may be replaced with an alternative individual of equivalent level and skill at any time and at the Supplier’s sole discretion.

Customer’s Managed Infrastructure: means the GCP Supported Projects and within the GCP Supported Projects, the Supplier shall only support the GCP Supported Products. For the avoidance of doubt, applications or workloads below the operating system level do not form part of the Customer’s Managed Infrastructure.

GCP Supported Products: means as defined in the Ordering Document.

GCP Supported Projects: means as defined in the Ordering Document.

Infrastructure Ticket: means an Infrastructure Incident and / or Infrastructure Service Request and / or Infrastructure Change Request.

Infrastructure Incident: means an unplanned interruption to the Customer’s Managed Infrastructure, either raised by a Customer Named Contact pursuant to clause 3.1 or detected by the Supplier pursuant to clause 4.1(b).

Infrastructure Service Request: means a service request regarding the Customer’s Managed Infrastructure that fits into one of the following categories:

â—Ź Service account management service requests;

â—Ź Identity access management service requests;

â—Ź Networking service requests;

â—Ź Software updates, troubleshooting and license requests; and

â—Ź Cloud infrastructure resource provisioning and configuration

Infrastructure Change Request: means a request to make an impactful change to the Customer’s Managed Infrastructure that requires risk analysis, planned outage, further approval and or planning/coordination between the Customer and the Supplier.

Response Time: means the time between the Customer Named Contact submitting the Infrastructure Ticket via the Available Support Channel to when the first response is sent by the relevant Qodea personnel that has been assigned to the Infrastructure Ticket.

Service Level Agreement or SLA: means as set out below:

Priority Level

Description

Response Time

Availability

Available Support Channels*

P1

Production Outage

30 minutes

24/7

Phone outside of Business Hours.
Support Portal or Email during Business Hours.

P2

Severe Production System Issues

2 Hours

Business Hours

Support Portal, Email or Phone during Business Hours

P3

Minor Issues in production / non-production

1 Business Day

Business Hours

Support Portal, Email or Phone during Business Hours

P4

Change Requests and Service Requests

2 Business Days

Business Hours

Support Portal, Email or Phone during Business Hours

*Available Support Channels

Support Portal https://msp.qodea.com/

Email support@qodea.com

Phone +44 1793 391 445