MSA Contract Terms and Conditions

Performance

  • Cadan shall perform such services using due diligence, best effort, and commercially reasonable judgment, but guarantees no specific outcome to the Client. Cadan shall provide adequate personnel to fulfill its obligations under this Agreement, and will perform services at times at Client’s location(s) as provided in this Agreement or otherwise as the parties may agree in writing.
  • Cadan commits to Committed Service Level Agreements (herein referred to as “SLA’s”) per Appendix A-2.
  • The services provided in this Agreement are for labor exclusively. All parts will be billed according to established Client terms and conditions.

Client Requirements

Client agrees to maintain and provide the following:

  • Administrative rights & access granted to Cadan professionals as needed.
  • Grant authorization for the Cadan selected Remote Monitoring & Management (hereby referred to as “RMM”) agents to run on all managed assets.
  • Subject to its obligations under the Health Insurance Portability and Accountability Act (“HIPAA”) Client shall provide Cadan access to personnel, records, facilities, and assets as reasonable necessary to facilitate Cadan’s performance.
  • The internet connection necessary for the Cadan Agent to report through.
  • Client also agrees to implement solutions deemed critical to the operational status of any aspect of the environment where no action significantly risks an unplanned downtime event. Should the Client decline Cadan’s written recommendation, subsequent failure(s) will not be covered under the terms of this Agreement and standard labor rates will apply.
  • An actively licensed Backup solution encompassing critical business data with defined RPOs/RTOs.

Conditions and Exclusions

  • In no event shall Cadan be liable to Client or any third parties for any special, punitive, incidental, indirect or consequential damages of any kind, or any damages whatsoever, including, without limitation, those resulting from lost profits, whether or not Cadan has been advised of the possibility of such damages and on any theory of liability, arising out of or in connection with this Agreement.
  • Cadan makes no other warranty, expressed or implied.
  • Client’s damages caused by any failure by Cadan to perform its contractual obligations under the terms of this Agreement shall be the greater of (i) all fees payable by Client for a six (6) month period or (ii) such amounts actually covered by Cadan’s errors and omissions insurance after applying its deductible.
  • This Agreement establishes an independent contractor relationship and contains the entire recitation of legal terms governing the relationship. Operational directions and requests shall not amend such terms, which may only be amended, in writing, signed by both parties.
  • On-site services are billable to the Client at Standard Rates. These rates are published on our website and can be found at https://cadan.com/contract-details/.

This Agreement is binding on the parties and their successors and assigns. All provisions hereof are severable. Minnesota law governs this Agreement.

  • Any consequences or conditions due to abuse, misuse, and/or neglect, or conditions arising out of failure to implement critical hardware and software recommendations, may result in additional charges.
  • A separate comprehensive evaluation of current hardware, software and environmental conditions may be required prior to commencement of this Agreement. Pre-existing conditions may be required to be remedied before commencement of this Agreement.
  • Data should be protected as per Cadan’s recommendations.
  • This Agreement contains the entire understanding of the parties and supersedes all previous verbal and written agreements, representations or warranties.

Changes

  • Cadan reserves the right to amend the terms of this Agreement at any time upon thirty (30) days written notice by sending terms of the amendment to the email and/or post office address that a Client has provided to Cadan. Client’s continued use of this Agreement after such amendments have been sent shall be deemed acceptance by Client of the amended Agreement.

Term of Contract

  • Minimum 1 year commitment required; penalties apply for early cancellation.
  • A penalty equivalent to three months of service fees shall apply for early cancellation unless such cancellation is occasioned by Cadan’s unilateral amendment to the terms of this Agreement.
  • This agreement shall commence on the date that is established as “Start Date” on Appendix B of this document and shall continue for the period as stated in the Agreement and will automatically renew for successive one (1) year terms unless either party gives the other party written notice of its intention not to renew this Agreement at least sixty (60) days prior to the end of the then-current term. Auto renewed agreements are subject to rate increases upon the auto renewal date. Cancellation terms can be found on our website at http://cadan.com/contract-details/
  • Either party, after the fulfilment of the first year obligations under contract terms, may provide written notice with intention to cancel which requires a minimum of a 60 day notification.
  • This agreement is subject to annual evaluation by Client and Cadan. All correspondence will be sent to Cadan Technologies at 4131 Old Sibley Memorial Highway, Eagan MN, 55122 and Client’s address as set forth above.

Payments

  • Client shall pay Cadan’s invoices within the credit terms established with Cadan’s Accounting Department. These terms can be found on our website at http://cadan.com/contract-details/ .
  • Monthly invoice will be sent out within the first five days of each contract month.
  • Any overdue invoice may cause the suspension of any or all Cadan services.
  • Any invoice overdue is subject to a monthly finance charge which will be calculated from the invoice due date. See our website http://cadan.com/contract-details/  Invoice Terms section for our current finance charges.
  • Any collection or attorney fees incurred in association with overdue invoices will be added to the overdue balance.

APPENDIX A

Section A-1

Support Hours

Currently, from 7:00 am to 5:30 pm CST, Monday through Friday except Holidays as listed on Cadan’s website – see http://cadan.com/contract-details/ .

On-Call Support

Emergency On-Call Support is available to all Cadan Contract Clients during After Work Hours, Weekends, and Holidays within a 2 hour response time. Response times may vary between the hours of 10:00 pm and 6:00 am CST. This support is not covered by this Agreement and will be billed at Cadan Standard Rates.

Section A-2

Service Level Agreement (herein referred to as “SLA”)

  • Acknowledgement SLA – One Hour acknowledgement of ticket creation.
  • Plan to resolve SLA – Timeframe when we’ll resolve the problem by (not including time spent waiting on external vendors, partners, suppliers or the Client themselves):
    • Priority 1 (P1) – 1 Business Hour SLA – Company/Site-wide Production & Financial Impact with No Workaround
    • Priority 2 (P2) – 2 Business Hour SLA – Company/Site-wide Production Impact with Client Approved Workaround
    • Priority 3 (P3) – 4 Business Hour Resolution SLA – Individual Production Impact With No Client Approved Workaround
    • Priority 4 (P4) – 6 Business Hour Resolution SLA – Individual Production Impact With Client Approved Workaround
    • Priority 5 (P5) – 2 Business Days – Installs/Moves/Additions/Changes (IMAC) tickets
  • Service rates are dependent on the tiered level resource required to efficiently complete the job. See our current Service Rates by requesting that document from your Cadan Representative or on our website at http://cadan.com/contract-details.

Section A-3

Cadan Technologies IMAC’s Policy

The definition of IMAC Services:

  • Install: Unpacking and connection of a new desktop or laptop, including directly attached peripheral devices that are part of the managed asset, are included here.
  • Move: Disconnecting a currently installed system unit, including the directly attached peripheral devices, packing the equipment for movement from the current End User’s location at a facility to the new End User location within the same Facility. A move of equipment from one facility to another is to be considered to be a project and will be quoted separately.
  • Add:
    • Hardware – Installing newly purchased managed assets.
    • Software – Installing Client’s current standards of Line of Business software Products, for a newly purchased managed asset.
    • Cadan reserves the right to request a standard image be created at the Client’s cost.
    • Cadan will verify with the Client, confirmation that all functions relevant to employee’s role are available.
  • Change:
    • Hardware – Modifications to an existing supported desktop or laptop product, which will result in increased performance and/or decreased downtime.
    • Hardware upgrades or changes that represent functional enhancements and require changes to the supported desktop or laptop product (for example, a RAM upgrade) will be treated as an Upgrade billable event.
    • Software – Software configuration on an existing supported desktop or laptop product, at the discretion of the Cadan resource, subject to specific documentation or instructions.
    • Software upgrades or changes that represent significant functional enhancements and require changes to data structure will be treated as an Upgrade billable event.