Services Guide

• Unlimited Everyday Support
• After Hours Emergency Support
• Comprehensive Metrics Dashboard
• Optionally available with additional fees: Always Ready Onsite Support
• 3rd Party Technology Vendor Support Coordination

Monitoring & Automation

• 24/7 Monitoring
• Operating System Patch Management
• 3rd Party Patch Management
• Network Monitoring

Cybersecurity & Data Integrity

• High-Level Data Classification
• High-Level Dataflow Diagram
• Administrative Account Password Rotation
• Just-in-time Administrative Accounts to Minimize Attack Opportunities

Reporting & Transparency

• Managed Documentation
• Warranty Reporting
• Client Dashboard
  

Business Continuity & Recovery

• Backup Management
• Backup Licensing
• Microsoft 365 + Google Workspace Backup
• Easy Password Reset

• Unlimited Everyday Support
• After Hours Emergency Support
• Comprehensive Metrics Dashboard
• Always Ready Onsite Support
• 3rd Party Technology Vendor Support Coordination
• Ongoing Stakeholder Meetings
• Proactive Client Feedback Analysis & Response
• "Meet your IT" Program for Ongoing Q&A
• Optionally available with additional fees: Bespoke White Glove Onsite Visit

Monitoring & Automation

• 24/7 Monitoring
• Operating System Patch Management
• 3rd Party Patch Management
• Network Monitoring
• Policy Driven Software Deployment
• Advanced Network Monitoring
• Microsoft 365 Configuration Management

Cybersecurity & Data Integrity

• High-Level Data Classification
• High-Level Dataflow Diagram
• Administrative Account Password Rotation
• Just-in-time Administrative Accounts to Minimize Attack Opportunities
  

Reporting & Transparency

• Managed Documentation
• Warranty Reporting
• Client Dashboard
  

Business Continuity & Recovery

• Backup Management
• Backup Licensing
• Microsoft 365 + Google Workspace Backup
• Easy Password Reset

• Unlimited Everyday Support for Level 2.5+ Escalations
• After Hours Emergency Support
• Comprehensive Metrics Dashboard
• 3rd Party Technology Vendor Support Coordination
• Optionally available with additional fees: Always Ready Onsite Support
• Ongoing Stakeholder Meetings

Monitoring & Automation

• 24/7 Monitoring
• Operating System Patch Management
• 3rd Party Patch Management
• Network Monitoring
• Policy Driven Software Deployment
• Advanced Network Monitoring
• Microsoft 365 Configuration Management

Cybersecurity & Data Integrity

• High-Level Data Classification
• High-Level Dataflow Diagram
• Administrative Account Password Rotation
• Just-in-time Administrative Accounts to Minimize Attack Opportunities
  

Reporting & Transparency

• Managed Documentation
• Warranty Reporting
• Client Dashboard
  

Business Continuity & Recovery

• Backup Management
• Backup Licensing 
• Microsoft 365 + Google Workspace Backup
• Easy Password Reset

• Category Driven Malicious Website Protection & Content Filtering
• DNS Protection

Email & Communication Security

• Business Email Compromise Protection
• Business Email Compromise Detection and Response
• Regular Phishing Simulation

Security Awareness & Education

• Security Awareness Training

• Category Driven Malicious Website Protection & Content Filtering
• DNS Protection

Email & Communication Security

• Business Email Compromise Protection
• Business Email Compromise Detection and Response
• Suspicious Email Analysis Service
• Regular Phishing Simulation

Security Awareness & Education

• Security Awareness Training

Analysis & Mitigation

• IT Asset Device Discovery, Detection, and Auditing
• Network Penetration Testing and Endpoint Continuous Assessment
• Dark Web Identity Monitoring
• Security Information Event Management Platform (SIEM)
• Endpoint Vulnerability Detection (CVSS >= 7.0)
• Endpoint Vulnerability Management (CVSS >= 7.0)
• Endpoint Vulnerability Remediation (CVSS >= 7.0)

Optional Services - Quoted upon Customer Request

• SSO / Enhanced Multi-Factor Authentication
• Security Information Event Platform (SIEM) for Compliance
• SIEM Enhanced Log Retention
• Zero Trust Network Access (to replace VPN)
• Compliance Services (ISO, PCI, CIS, etc.)
• Incident Response Planning & Tabletop Exercises
• On-Call 3rd Party Incident Response Team

• Category Driven Malicious Website Protection & Content Filtering
• DNS Protection

Email & Communication Security

• Business Email Compromise Protection
• Business Email Compromise Detection and Response
• Suspicious Email Analysis Service
• Regular Phishing Simulation

Security Awareness & Education

• Security Awareness Training

Analysis & Mitigation

• IT Asset Device Discovery, Detection, and Auditing
• Network Penetration Testing and Endpoint Continuous Assessment
• Dark Web Identity Monitoring
• Security Information Event Management Platform (SIEM)
• Endpoint Vulnerability Detection (CVSS >= 7.0)
• Endpoint Vulnerability Management (CVSS >= 7.0)
• Endpoint Vulnerability Remediation (CVSS >= 7.0)
• Security Framework Controls Assessment and Reporting (CIS/ISO/etc.)
• Network and User Context Penetration Testing
• Optionally available with additional fees: Network and Endpoint Vulnerability Detection for Compliance
• Optionally available with additional fees: Network and Endpoint Vulnerability Management for Compliance
• Optionally available with additional fees: Network and Endpoint Vulnerability Remediation for Compliance
  

Optional Services with additional fees - Quoted upon Customer Request

• SSO / Enhanced Multi-Factor Authentication
• Security Information Event Platform (SIEM) for Compliance
• SIEM Enhanced Log Retention
• Zero Trust Network Access (to replace VPN)
• Compliance Services (ISO, PCI, CIS, etc.)
• Incident Response Planning & Tabletop Exercises
• On-Call 3rd Party Incident Response Team

Service Definitions, Platform/Technology, and Processes/Outcomes:

Managed IT Services

Business Technology Strategy and Growth

Remote Monitoring and Management
Software agents installed in Covered Equipment (defined below) report status and events on a 24x7 basis; alerts are generated and responded to in accordance with the Service Levels described below.

Remote Helpdesk

• Remote support provided during normal business hours for managed devices and covered software.
• Tiered-level support provides a smooth escalation process and helps to ensure effective solutions.

Remote Infrastructure Maintenance / Onsite Support

• Configuration, monitoring, and preventative maintenance services provided for the managed IT infrastructure
• If remote efforts are unsuccessful then Manawa will dispatch a technician to the Client’s premises to resolve covered incidents (timing of onsite support is subject to technician availability and scheduling)

Backup and Disaster Recovery

• 24/7 monitoring of backup system, including offsite backup, offsite replication, and an onsite backup appliance at customer expense (“Backup Appliance”)
• Troubleshooting and remediation of failed backup disks
• Preventive maintenance and management of imaging software
• Firmware and software updates of backup appliance
• Problem analysis by the network operations team
• Monitoring of backup successes and failures
• Weekly recovery verification

Backup Data Security:  All backed up data is encrypted in transit and at rest in 256-bit AES encryption.  All remote facilities housing backed up data implement physical security controls and logs, including security cameras, and have multiple internet connections with failover capabilities.

Remote Backup Retention:  Backed up data will be retained for 7 days.

Backup Alerts: Managed servers will be configured to inform of any backup failures.

Recovery of Data: If you need to recover any of your backed up data, then the following procedures will apply:

Service Hours: Backed up data can be requested during our normal business hours, which are currently Monday to Friday from 8 AM to 6 PM Eastern Time.

Request Method.  Requests to restore backed up data should be made through one of the following methods:

• Email: support@manawa.net
• Web portal: https://support.manawa.net
• Telephone: +1 (647) 247-1222

Restoration Time: We will endeavour to restore backed up data as quickly as possible following our receipt of a request to do so; however, in all cases data restoration services are subject to technician availability.  Generally, we can restore between 0 and 1 GB of data within 4 hours of your request, and 1 GB to 5 GB within 8 hours of your request.  Data restoration exceeding 5 GB will be handled in accordance with technician availability.

Updates & Patching

• Deploy updates (e.g., x.1 to x.2), as well as bug fixes, minor enhancements, and security updates as deemed necessary on all managed hardware.
• Perform minor hardware and software installations and upgrades of managed hardware.
• Perform minor installations (i.e., tasks that can be performed remotely and typically take less than sixty (60) minutes to complete).
• Deploy, manage, and monitor the installation of approved service packs, security updates and firmware updates as deemed necessary on all applicable managed hardware.

Firewall-as-a-Service Solution

• Provide a FIPS 140-2 compliant firewall configured for your organization’s specific bandwidth, remote access, and user needs.
• Helps to prevent hackers from accessing internal network(s) from outside the network(s), while providing secure and encrypted remote network access; provides antivirus scanning for all traffic entering and leaving the managed network; provides website content filtering functionality.

Managed Email Threat Protection

• Managed email protection from phishing, business email compromise (BEC), SPAM, and email-based malware.
• Friendly Name filters to protect against social engineering impersonation attacks on managed devices.
• Protection against social engineering attacks like whaling, CEO fraud, business email compromise or payroll fraud.Protects against newly registered and newly observed domains to catch the first email from a newly registered domain.
• Protects against display name spoofing.
• Protects against “looks like” and “sounds like” versions of domain names.

End User Security Awareness Training

• Online, on-demand training videos (multi-lingual).
• Online, on-demand quizzes to verify employee retention of training content.
• Baseline testing to assess the phish-prone percentage of users; simulated phishing email campaigns designed to educate employees about security threats.

Hardware as a Service (HaaS)

• Provision and deployment of designated hardware (see the Quote or other applicable schedule for complete hardware list – “HaaS Equipment”)
• Installation of HaaS Equipment.
• Repair/replacement of HaaS Equipment (see below for additional details).
• Technical support for HaaS Equipment.
• Periodic replacement of HaaS Equipment (see below for additional details).

Two Factor Authentication

• Advanced two factor authentication with advanced admin features.
• Secures on-premises and cloud-based applications.
• Permits custom access policies based on role, device, location.
• Identifies and verifies device health to detect “risky” devices

Password Manager

• Password Vault: Securely store and organize passwords in a secure digital location accessed through your browser or an app.
• Password Generation: Generate secure passwords with editable options to meet specific criteria.
• Financial Information Vault: Securely store and organize financial information such as bank accounts and credit card information in a secure digital location accessed through your browser or an app.
• Contact Information Vault: Store private addresses and personal contact information within your vault accessed through your browser or an app.
• Single Sign-On: Single sign-on grants authorized employees or users access to applications with a single set of login credentials, based on a user’s identity and permission levels. Single sign-on relies on SAML (Security Assertion Markup Language), a secure, behind-the-scenes protocol, to authenticate users to cloud, mobile, legacy, and on-premise apps.
• Browser App: Browser extension permits easy access to all of your information including the vaults, financial information, contact information, and single sign-on through the app.
• Smart-Phone App:  Mobile phone app enables access to your vault and stored information on your mobile device.

Labor for New / Replacement Workstations

Includes all labor charges for setup of new workstations, or replacement of existing workstations.

• Labor covers:
  • New computers / additional computers added during the term of the Quote;
  • Replacement of existing computers that are four (4) or more years old (as determined by the manufacturer’s serial number records);
  • Replacement of existing computers that lost/stolen or irreparably damaged and/or out of warranty but not yet four years old;
  • Operating systems upgrades – subject to hardware compatibility.

The following restrictions apply:

• Upgrades or installs of new or replacement computers are limited to four (4) devices per month unless otherwise approved in advance by Manawa;
• This service is not available for used or remanufactured computers; and,
• New/replacement computers must be business-grade machines (not home) from a major manufacturer like Dell, HPE, or Lenovo.

Wi-Fi Management

• Projects for installation of new Wi-Fi equipment by Manawa at the Client’s premises will include a sufficient number of Wireless Access Points to provide a bandwidth of at least 10Mbps (download) in all areas requiring wireless network coverage, as agreed upon by Manawa and Client.
• Manawa will maintain, supervise, and manage the wireless system, including hardware and software at no additional cost.
• Installed equipment will be compatible with the then-current industry standards.
• Manawa will provide remote support services during normal business hours to assist with device connectivity issues. (Support services will be provided on a “best efforts” basis only, and Client understands that some end-user devices may not connect to the wireless network, or they may connect but not perform well).

Additional Description of Services

The following additional details further explain and define the scope of the Services.

Hardware as a Service (HaaS)

HaaS Equipment We will provide you with the HaaS Equipment described in the Quote or, if no hardware is expressly designated as HaaS Equipment in the Quote, then a complete list of HaaS Equipment will be provided to you under separate cover.

Deployment. We will deploy the HaaS Equipment within the timeframe stated in the Quote, provided that you promptly provide all information that we reasonably request from you to complete deployment.  This deployment guaranty does not apply to any software, other managed services, or hardware devices other than the HaaS Equipment. If you wish to delay the deployment of the HaaS Equipment, then you may do so provided that you give us written notice of your election to delay no later than five (5) days following the date you sign the Quote.  Deployment shall not extend beyond two (2) months following the date on which you sign the Quote.  You will be charged at the rate of fifty percent (50%) of the monthly recurring fees for the HaaS-related services during the period of delay.  Following deployment, we will charge you the full monthly recurring fee (plus other usage fees as applicable) for the full term indicated in the Quote.

Equipment Hardware Repair or Replacement. Manawa will repair or replace HaaS Equipment by the end of the business day following the business day on which the applicable problem is identified by, or reported to, Manawa and has been determined by Manawa to be incapable of being remediated remotely.

This warranty does not include the time required to rebuild your system, such as the time required to configure a replacement device, rebuild a RAID array, reload the operating system, reload and configure applications, and/or restore from backup (if necessary).

If Manawa fails to meet the warranties in this section and the failure materially and adversely affects your hosted environment (“Hosted System”), you are entitled to a credit in the amount of 5% of the monthly fee per hour of downtime (after the initial one (1) hour allocated to problem identification), up to 100% of your monthly fee for the affected HaaS Equipment.  In no event shall a credit exceed 100% of the applicable month’s monthly fee for the affected equipment.

Periodic Replacement of HaaS Equipment.  From time to time and in our discretion, we may decide to swap out older HaaS Equipment for updated or newer equipment.  (Generally, equipment that is five years old or older may be appropriate for replacement).  If we elect to swap out HaaS Equipment due to normal, periodic replacement, then we will notify you of the situation and arrange a mutually convenient time for such activity.

Return of HaaS Equipment. Unless we expressly direct you to do so, you will not remove or disable, or attempt to remove or disable, any software agents that we installed in the HaaS Equipment.  Doing so could result in network vulnerabilities and/or the continuation of license fees for the software agents for which you will be responsible, and/or the requirement that we remediate the situation at our then-current hourly rates, for which you will also be responsible.  Within ten (10) days after the termination of HaaS-related Services, Client will provide Manawa access to the premises at which the HaaS Equipment is located so that all such equipment may be retrieved and removed by us.  If you fail to provide us with timely access to the HaaS Equipment or if the equipment is returned to us damaged (normal wear and tear excepted), then we will have the right to charge you, and you hereby agree to pay, the replacement value of all such unreturned or damaged equipment.

Covered Equipment / Hardware / Software 

Managed Services will be applied to the equipment listed in the Quote and/or monthly invoice (“Covered Hardware”).

The Services will apply to the Manawa approved software on Covered Hardware (“Supported Software”) provided, however, that all Supported Software must, at all times, be properly licensed, and under a maintenance and support agreement from the Supported Software’s manufacturer. In this Services Guide, Covered Hardware and Supported Software will be referred to as the “Environment” or “Covered Equipment.”

We will provide support for any software applications that are licensed through us (see “Recurring Services” above). Such software (“Supported Software”) will be supported on a “best efforts” only, and any support required beyond Level 2-type support will be facilitated with the applicable software vendor/producer.  Coverage for non-Supported Software is outside of the scope of the agreement, and will be provided to you on a time and materials basis. Should our technicians provide you with advice concerning non-Supported Software, the provision of that advice should be viewed as an accommodation, not an obligation, to you.

Physical Locations Covered by Services

Services will be provided remotely unless, in our discretion, we determine that an onsite visit is required.  Onsite visits will be scheduled in accordance with the priority assigned to the issue (below) and are subject to technician availability.  Unless we agree otherwise, all onsite Services will be provided at Client’s primary office location.  Additional fees may apply for onsite visits: Please review the Service Level section below for more details.

Term; Termination

The Services will commence, and billing will begin, on the date indicated in the Quote (“Commencement Date”) and will continue through the initial term listed in the Quote (“Initial Term”). We reserve the right to delay the Commencement Date until all onboarding/transition services (if any) are completed, and all deficiencies / revisions identified in the onboarding process (if any) are addressed or remediated to Manawa’s satisfaction.

The Services will continue through the Initial Term until terminated as provided in the Agreement, the Quote, or as indicated in this section (the “Service Term”).

Auto-Renewal.  After the expiration of the initial Service Term, the Service Term will automatically renew for contiguous terms equal to the initial Service Term unless either party notifies the other of its intention to not renew the Services no less than ninety (90) days before the end of the then-current Service Term.

Per Seat Licensing: Regardless of the reason for the termination of the Services, you will be required to pay for all per seat licenses (such as, if applicable, Microsoft NCE licenses) that we acquire on your behalf. Please see “Per Seat License Fees” in the Fees section below for more details.

Assumptions / Minimum Requirements / Exclusions

The scheduling, fees and provision of the Services are based upon the following assumptions and minimum requirements:

• Server hardware must be under current warranty coverage.
• All equipment with Microsoft Windows® operating systems must be running then-currently supported versions of such software and have all of the latest Microsoft service packs and critical updates installed.
• All software must be genuine, licensed and vendor-supported.
• Server file systems and email systems (if applicable) must be protected by licensed and up-to-date virus protection software should you choose not to use one of the platforms provided by Manawa.
• The Environment must have a currently licensed, vendor-supported server-based backup solution that can be monitored. If not Manawa will provide a Quote for one.
• All wireless data traffic in the environment must be securely encrypted.
• There must be an outside static IP address assigned to a network device, allowing VPN access.
• All servers must be connected to working UPS devices. If not Manawa will provide a Quote for an appropriate solution based as agreed upon with client meeting customer's Recovery Point Objective (RPO), Recovery Time Objective (RTO), and Recovery Service Level (RSL).
• Recovery coverage assumes data integrity of the backups or the data stored on the backup devices. We do not guarantee the integrity of the backups or the data stored on the backup devices.  Server restoration will be to the point of the last successful backup.
• Client must provide all software installation media and key codes it not previously provided to Manawa in the event of a failure.
• Any costs required to bring the Environment up to these minimum standards are not included in this Services Guide.
• Client must provide us with exclusive administrative privileges to the Environment.
• Client must not affix or install any accessory, addition, upgrade, equipment, or device on to the firewall, server, or NAS appliances (other than electronic data) unless expressly approved in writing by us.

Exclusions.  Services that are not expressly described in the Quote will be out of scope and will not be provided to Client unless otherwise agreed, in writing, by Manawa.  Without limiting the foregoing, the following services are expressly excluded, and if required to be performed, must be agreed upon by Manawa in writing:

• Customization of third party applications, or programming of any kind.
• Support for operating systems, applications, or hardware no longer supported by the manufacturer.
• Data/voice wiring or cabling services of any kind.
• Battery backup replacement.
• Equipment relocation.
• The cost to bring the Environment up to the Minimum Requirements (unless otherwise noted in “Scope of Services” above).
• The cost of repairs to hardware or any supported equipment or software, or the costs to acquire parts or equipment, or shipping charges of any kind.

Service Levels

Automated monitoring is provided on an ongoing (i.e., 24x7x365) basis; response, repair, and/or remediation services (as applicable) will be provided only during business hours unless otherwise specifically stated in the Quote.  We will respond to problems, errors, or interruptions in the provision of the Services in the timeframe(s) described below.   Severity levels will be determined by Manawa in our discretion after consulting with the Client.  All remediation services will initially be attempted remotely; Manawa will provide onsite service only if remote remediation is ineffective and, under all circumstances, only if covered under the Service plan selected by Client.

* All time frames are calculated as of the time that Manawa is notified of the applicable issue / problem by Client through Manawa’s designated support portal, help desk, or by telephone at the telephone number listed in the Quote.  Notifications received in any manner other than described herein may result in a delay in the provision of remediation efforts. Help desk support provided outside of our normal support hours will be billed to Client at Manawa's current professional service hourly rate, and a 2 hour minimum applies. Additionally, resolution times are based on Manawa's efforts and do not include time spent with 3rd party vendors while attempting to resolve the issue.

Service Credits: Our service level target is 90% as measured over a calendar month (“Target Service Level”). If we fail to adhere to the Target Service Level and Client timely brings that failure to our attention in writing (as per the requirements of the MSA), then Client will be entitled to receive a pro-rated service credit equal to 1/30 of that calendar month’s recurring service fees (excluding hard costs, licenses, etc.) for each day on which the Target Service Level is missed.  Under no circumstances shall credits exceed 30% of the total monthly recurring service fees under an applicable Quote.

Fees

The fees for the Services will be as indicated in the Quote.

Changes to Environment.  Initially, you will be charged the monthly fees indicated in the Quote.  Thereafter, if the managed environment changes, or if the number of authorized users accessing the managed environment changes, then you agree that the fees will be automatically and immediately modified to accommodate those changes.

Minimum Monthly Fees. The initial Fees indicated in Quote are the minimum monthly fees (“MMF”) that will be charged to you during the term.  You agree that the amounts paid by you under the Quote will not drop below the MMF regardless of the number of users or devices to which the Services are directed or applied, unless we agree to the reduction.  All modifications to the amount of hardware, devices, or authorized users under the Quote (as applicable) must be in writing and accepted by both parties.

Increases.  In addition, we reserve the right to increase our monthly recurring fees and, if applicable, our data recovery-related fees; provided, however, if an increase is more than five percent (5%) of the fees charged for the Services in the prior calendar year, then you will be provided with a sixty (60) day opportunity to terminate the Services by providing us with written notice of termination. You will be responsible for the payment of all fees that accrue up to the termination date and all pre-approved, non-mitigatable expenses that we incurred in our provision of the Services through the date of termination.  Your continued acceptance or use of the Services after this sixty (60) day period will indicate your acceptance of the increased fees.

In addition to the foregoing, we reserve the right to pass through to you any increases in the costs and/or fees charged by third party providers for the third party services (“Pass Through Increases”). Since we do not control third party providers, we cannot predict whether such price increases will occur, however, should they occur, we will endeavour to provide you with as much advance notice as reasonably possible.

Travel Time.  If onsite services are provided, we will travel up to 60 minutes from our office to your location at no charge.  Time spent traveling beyond 60 minutes (e.g., locations that are beyond 60 minutes from our office, occasions on which traffic conditions extend our drive time beyond 60 minutes one-way, etc.) will be billed to you at our then current hourly rates.  In addition, you will be billed for all tolls, parking fees, and related expenses that we incur if we provide onsite services to you.

Appointment Cancellations.  You may cancel or reschedule any appointment with us at no charge by providing us with notice of cancellation at least one business day in advance. If we do not receive timely a notice of cancellation/re-scheduling, or if you are not present at the scheduled time or if we are otherwise denied access to your premises at a pre-scheduled appointment time, then you agree to pay us a cancellation fee equal to two (2) hours of our normal consulting time (or non-business hours consulting time, whichever is appropriate), calculated at our then-current hourly rates.

Automated Payment.  You may pay your invoices by Pre-Authorized Debit (PAD), as described below.

• PAD. When enrolled in a PAD payment processing method, you authorize us to electronically debit your designated checking or savings account, as defined by you, for any payments due under the Quote.  This authorization will continue until otherwise terminated in writing by you.  We will apply a $35.00 service charge to your account for any electronic debit that is returned unpaid due to insufficient funds or due to your bank’s electronic draft restrictions.
• You may pay by cheque provided for one time projects if your cheque is delivered to us prior to the commencement of the project. Cheques that are returned to us as incorrect, incomplete, or “not sufficient funds” will be subject to a $50 administration fee and any applicable fees charged to us by your bank or financial institution.

Backup Payment Method.

In order to ensure seamless processing of payments and to maintain uninterrupted access to our services, we require that clients provide a valid credit card which will be kept securely on file. This credit card will only be utilized under the following circumstances:

• Failed Pre-Authorized Debit Transactions: In the event a Pre-Authorized Debit (PAD) transaction fails to process correctly due to any reason such as insufficient funds, bank errors, or any other cause, we reserve the right to attempt to charge the provided credit card for the full amount due.
• Discontinuation of PAD Authorization: If a client discontinues their PAD authorization or indicates an intention not to make payment as agreed, we may charge the owed amount to the credit card on file to cover all applicable fees due under the terms of the agreement.

Credit Card Processing Fee: Should it become necessary to use the credit card on file as a backup payment method, a processing fee of 3% of the transaction amount will be applied to cover additional costs associated with credit card payments.

Authorization and Notification: By providing a credit card on file, the client authorizes Manawa to charge the card for any of the reasons stated above. We commit to notifying the client via email at least 48 hours in advance of charging the credit card, detailing the amount and reason for the transaction.

Clients are encouraged to ensure that their billing information is kept current to avoid any service disruptions. If there are any changes to your payment method or if you have any questions about billing, please contact our billing department at accounting@manawa.net.

Microsoft Licensing Fees. The Services require that we purchase certain “per seat” licenses from Microsoft (which Microsoft refers to as New Commerce Experience or “NCE Licenses”) in order to provide you with one or more of the following applications: Microsoft 365, Dynamics 365, Windows 365, and Microsoft Power Platform (each, an “NCE Application”). To leverage the discounts offered by Microsoft for these applications and to pass those discounts through to you, unless otherwise agreed upon, we will purchase NCE Licenses for one (1) year terms for the NCE Applications required under the Quote. As per Microsoft’s requirements, NCE Licenses cannot be canceled once they are purchased and cannot be transferred to any other customer. Each NCE License that we purchase may require a one (1) or three (3) year term. For that reason, you understand and agree that regardless of the reason for termination of the Services, you are required to pay for all applicable NCE Licenses in full for the entire term of those licenses. Provided that you have paid for the NCE Licenses in full, you will be permitted to use those licenses until they expire, even if you move to a different managed service provider.

Additional Terms

Authenticity
Everything in the managed environment must be genuine and licensed—including all hardware, software, etc. If we ask for proof of authenticity and/or licensing, you must provide us with such proof. All minimum hardware or software requirements as indicated in a Quote or this Services Guide (“Minimum Requirements”) must be implemented and maintained as an ongoing requirement of us providing the Services to you.

Monitoring Services; Alert Services
Unless otherwise indicated in the Quote, all monitoring and alert-type services are limited to detection and notification functionalities only.  Monitoring levels will be set by Manawa, and Client shall not modify these levels without our prior written consent. Client may request customized monitoring and alerting services from time-to-time for non-standard business critical items, and Manawa will endeavour to provide such services where possible via Manawa's monitoring and alerting platforms. Additional one-time or recurring monthly fees may apply to facilitate this customized monitoring.

Remediation
Unless otherwise provided in the Quote, remediation services will be provided in accordance with the recommended practices of the managed services industry.  Client understands and agrees that remediation services are not intended to be, and will not be, a warranty or guarantee of the functionality of the Environment, or a service plan for the repair of any particular piece of managed hardware or software.

Configuration of Third Party Services
Certain third party services provided to you under this Services Guide may provide you with administrative access through which you could modify the configurations, features, and/or functions (“Configurations”) of those services.  However, any modifications of Configurations made by you without our knowledge or authorization could disrupt the Services and/or or cause a significant increase in the fees charged for those third party services. For that reason, we strongly advise you to refrain from changing the Configurations unless we authorize those changes. You will be responsible for paying any increased fees or costs arising from or related to changes to the Configurations.

Dark Web Monitoring
Our dark web monitoring services utilize the resources of third party solution providers.  Dark web monitoring can be a highly effective tool to reduce the risk of certain types of cybercrime; however, we do not guarantee that the dark web monitoring service will detect all actual or potential uses of your designated credentials or information.

Modification of Environment
Changes made to the Environment without our prior authorization or knowledge may have a substantial, negative impact on the provision and effectiveness of the Services and may impact the fees charged under the Quote. You agree to refrain from moving, modifying, or otherwise altering any portion of the Environment without our prior knowledge or consent.  For example, you agree to refrain from adding or removing hardware from the Environment, installing applications on the Environment, or modifying the configuration or log files of the Environment without our prior knowledge or consent.

Co-Managed Environment
In co-managed situations (e.g., where you have designated other vendors or personnel, or “Co-Managed Providers,” to provide you with services that overlap or conflict with the Services provided by us), we will endeavour to implement the Services an efficient and effective manner; however, (a) we will not be responsible for the acts or omissions of Co-Managed Providers, or the remediation of any problems, errors, or downtime associated with those acts or omissions, and (b) in the event that a Co-Managed Provider’s determination on an issue differs from our position on a Service-related matter, we will yield to the Co-Managed Provider’s determination and bring that situation to your attention

Anti-Virus; Anti-Malware; Endpoint Protection Platforms (EPP); Endpoint Detection and Response (EDR)
Our anti-virus / anti-malware / EPP / EDR solution will generally protect the Environment from becoming infected with new viruses and malware (“Viruses”); however, Viruses that exist in the Environment at the time that the security solution is implemented may not be capable of being removed without additional services, for which a charge may be incurred.  We do not warrant or guarantee that all Viruses and malware will be capable of being detected, avoided, or removed, or that any data erased, corrupted, or encrypted by malware will be recoverable.  In order to improve security awareness, you agree that Manawa or its designated third party affiliate may transfer information about the results of processed files, information used for URL reputation determination, security risk tracking, and statistics for protection against spam and malware. Any information obtained in this manner does not and will not contain any personal or confidential information.

Breach/Cyber Security Incident Recovery
Unless otherwise expressly stated in the Quote, the scope of the Services does not include the remediation and/or recovery from a Security Incident (defined below).  Such services, if requested by you, will be provided on a time and materials basis under our then-current hourly labor rates.  Given the varied number of possible Security Incidents, we cannot and do not warrant or guarantee (i) the amount of time required to remediate the effects of a Security Incident (or that recovery will be possible under all circumstances), or (ii) that all data impacted by the incident will be recoverable.  For the purposes of this paragraph, a Security Incident means any unauthorized or impermissible access to or use of the Environment, or any unauthorized or impermissible disclosure of Client’s confidential information (such as user names, passwords, etc.), that (i) compromises the security or privacy of the information or applications in, or the structure or integrity of, the Environment, or (ii) prevents normal access to the Environment, or impedes or disrupts the normal functions of the Environment.

Environmental Factors
Exposure to environmental factors, such as water, heat, cold, or varying lighting conditions, may cause installed equipment to malfunction.  Unless expressly stated in the Quote, we do not warrant or guarantee that installed equipment will operate error-free or in an uninterrupted manner, or that any video or audio equipment will clearly capture and/or record the details of events occurring at or near such equipment under all circumstances.

Fair Usage Policy
Our Fair Usage Policy (“FUP”) applies to all Services that are described or designated as “unlimited.”  An “unlimited” service designation means that, subject to the terms of this FUP, you may use the service as reasonably necessary for you to enjoy the use and benefit of the service without incurring additional time-based or usage-based costs.  However, unless expressly stated otherwise in the Quote, all unlimited services are provided during our normal business hours only and are subject to our technicians’ availabilities, which cannot always be guaranteed.  In addition, we reserve the right to assign our technicians as we deem necessary to handle issues that are more urgent, critical, or pressing than the request(s) or issue(s) reported by you.  Consistent with this FUP, you agree to refrain from (i) creating urgent support tickets for non-urgent or non-critical issues, (ii) requesting excessive support services that are inconsistent with normal usage patterns in the industry (e.g., requesting support in lieu of training), (iii) requesting support or services that are intended to interfere, or may likely interfere, with our ability to provide our services to our other customers.

Hosted Email
You are solely responsible for the proper use of any hosted email service provided to you (“Hosted Email”).

Hosted Email solutions are subject to acceptable use policies (“AUPs”), and your use of Hosted Email must comply with those AUPs. In all cases, you agree to refrain from uploading, posting, transmitting or distributing (or permitting any of your authorized users of the Hosted Email to upload, post, transmit or distribute) any prohibited content, which is generally content that (i) is obscene, illegal, or intended to advocate or induce the violation of any law, rule or regulation, or (ii) violates the intellectual property rights or privacy rights of any third party, or (iii) mischaracterizes you, and/or is intended to create a false identity or to otherwise attempt to mislead any person as to the identity or origin of any communication, or (iv)  interferes or disrupts the services provided by Manawa or the services of any third party, or (v) contains Viruses, trojan horses or any other malicious code or programs.  In addition, you must not use the Hosted Email for the purpose of sending unsolicited commercial electronic messages (“SPAM”) in violation of any federal or state law.  Manawa reserves the right, but not the obligation, to suspend Client’s access to the Hosted Email and/or all transactions occurring under Client’s Hosted Email account(s) if Manawa believes, in its discretion, that Client’s email account(s) is/are being used in an improper or illegal manner.

VoIP/ Phone System
911 Dialling / Emergency Dialling - Limitations

The VoIP Service (“VoIP Service”) may not support traditional 911 or E911 access to emergency services in all locations.  The 911 dialling feature of the VoIP Service is not automatic; Client may be required to take affirmative steps to register the address where the VoIP Service will be used in order to activate the 911 Dialling feature.  Client understands that Client must inform any users of the VoIP Service of the non-availability of traditional 911 or E911.

When a VoIP calling device is registered in a particular location, it cannot be moved without re-registering the device in the new location.  Client agrees that it will not move any VoIP calling device without Manawa’s written consent.  Client shall hold Manawa harmless for any and all claims or causes of action arising from or related to Client’s inability to use traditional 911 or E911 services.

When an emergency call is made, one or more third parties use the address of Client’s registered location to determine the nearest emergency response location, and then the call is forwarded to a general number at that location. When the emergency location receives Client’s call, the operator will not have Client’s address and may not have Client’s phone number. Client understands and agrees that users of the VoIP System must provide their address and phone number in order to get help. Client hereby authorizes Manawa to disclose Client’s name and address to third-party service providers, including, without limitation, call routers, call centres and public service answering points, for the purpose of dispatching emergency services personnel to Client’s registered location.

Client understands and agrees that 911 dialling does not and will not function in the event of a power failure or disruption.  Similarly, the hosted VoIP Services will not operate (i) during service outages or suspensions or terminations of service by Client’s broadband provider or ISP, or (ii) during periods of time in which Client’s ISP or broadband provider blocks the ports over which the VoIP Services are provided.  Client further understands and agrees that 911 Dialling will not function if Client changes its telephone number, or if Client adds or ports new telephone numbers to Client’s account, unless and until Client successfully register its location of use for each changed, newly added or newly ported telephone number.

Client expressly agrees not to use VoIP System for auto-dialling, continuous or extensive call forwarding, telemarketing, fax broadcasting or fax blasting, or for any other use that results in excessive usage inconsistent with standard commercial calling patterns.

Patch Management
We will keep all managed hardware and managed software current with critical patches and updates (“Patches”) as those Patches are released generally by the applicable manufacturers.  Patches are developed by third party vendors and, on rare occasions, may make the Environment, or portions of the Environment, unstable or cause the managed equipment or software to fail to function properly even when the Patches are installed correctly.  We will not be responsible for any downtime or losses arising from or related to the installation or use of any Patch.  We reserve the right, but not the obligation, to refrain from installing a Patch if we are aware of technical problems caused by a Patch, or we believe that a Patch may render the Environment, or any portion of the Environment, unstable.

Backup (BDR) Services
All data transmitted over the Internet may be subject to malware and computer contaminants such as viruses, worms and trojan horses, as well as attempts by unauthorized users, such as hackers, to access or damage Client’s data.  Neither Manawa nor its designated affiliates will be responsible for the outcome or results of such activities.

BDR services require a reliable, always-connected internet solution.  Data backup and recovery time will depend on the speed and reliability of your internet connection.  Internet and telecommunications outages will prevent the BDR services from operating correctly.  In addition, all computer hardware is prone to failure due to equipment malfunction, telecommunication-related issues, etc., for which we will be held harmless.  Due to technology limitations, all computer hardware, including communications equipment, network servers and related equipment, has an error transaction rate that can be minimized, but not eliminated.  Manawa cannot and does not warrant that data corruption or loss will be avoided, and Client agrees that Manawa shall be held harmless if such data corruption or loss occurs.  Client is strongly advised to keep a local backup of all of stored data to mitigate against the unintentional loss of data.

Procurement
Equipment and software procured by Manawa on Client’s behalf (“Procured Equipment”) may be covered by one or more manufacturer warranties, which will be passed through to Client to the greatest extent possible.  By procuring equipment or software for Client, Manawa does not make any warranties or representations regarding the quality, integrity, or usefulness of the Procured Equipment.  Certain equipment or software, once purchased, may not be returnable or, in certain cases, may be subject to third party return policies and/or re-stocking fees, all of which shall be Client’s responsibility in the event that a return of the Procured Equipment is requested.  Manawa is not a warranty service or repair centre.  Manawa will facilitate the return or warranty repair of Procured Equipment; however, Client understands and agrees that (i) the return or warranty repair of Procured Equipment is governed by the terms of the warranties (if any) governing the applicable Procured Equipment, for which Manawa will be held harmless, and (ii) Manawa is not responsible for the quantity, condition, or timely delivery of the Procured Equipment once the equipment has been tendered to the designated shipping or delivery courier.

Quarterly Business Review; IT Strategic Planning
Suggestions and advice rendered to Client are provided in accordance with relevant industry practices, based on Client’s specific needs and Manawa’s opinion and knowledge of the relevant facts and circumstances.  By rendering advice, or by suggesting a particular service or solution, Manawa is not endorsing any particular manufacturer or service provider.

Technology Success Services (vCIO, Technology Alignment Managers, Technology Alignment Process)
The advice and suggestions provided by us in our capacity as a virtual chief technology or information officer will be for your informational and/or educational purposes only.  Manawa will not hold an actual director or officer position in Client’s company, and we will neither hold nor maintain any fiduciary relationship with Client.  Under no circumstances shall Client list or place the Manawa on Client’s corporate records or accounts.

Sample Policies, Procedures.
From time to time, we may provide you with sample (i.e., template) policies and procedures for use in connection with Client’s business (“Sample Policies”).  The Sample Policies are for your informational use only, and do not constitute or comprise legal or professional advice, and the policies are not intended to be a substitute for the advice of competent counsel.  You should seek the advice of competent legal counsel prior to using or distributing the Sample Policies, in part or in whole, in any transaction.  We do not warrant or guarantee that the Sample Policies are complete, accurate, or suitable for your (or your customers’) specific needs, or that you will reduce or avoid liability by utilizing the Sample Policies in your (or your customers’) business operations.

Penetration Testing; Vulnerability Assessment
You understand and agree that security devices, alarms, or other security measures, both physical and virtual, may be tripped or activated during the penetration testing process, despite our efforts to avoid such occurrences.  You will be solely responsible for notifying any monitoring company and all law enforcement authorities of the potential for “false alarms” due to the provision of the penetration testing services, and you agree to take all steps necessary to ensure that false alarms are not reported or treated as “real alarms” or credible threats against any person, place or property.  Some alarms and advanced security measures, when activated, may cause the partial or complete shutdown of the Environment, causing substantial downtime and/or delay to your business activities.  We will not be responsible for any claims, costs, fees or expenses arising or resulting from (i) any response to the penetration testing services by any monitoring company or law enforcement authorities, or (ii) the partial or complete shutdown of the Environment by any alarm or security monitoring device.

No Third Party Scanning
Unless we authorize such activity in writing, you will not conduct any test, nor request or allow any third party to conduct any test (diagnostic or otherwise), of the security system, protocols, processes, or solutions that we implement in the managed environment (“Testing Activity”).  Any services required to diagnose or remediate errors, issues, or problems arising from unauthorized Testing Activity is not covered under the Quote, and if you request us (and we elect) to perform those services, those services will be billed to you at our then-current hourly rates.

HaaS
You will use all Manawa-hosted or Manawa-supplied equipment and hardware (collectively, “Infrastructure”) for your internal business purposes only.  You shall not sublease, sublicense, rent or otherwise make the Infrastructure available to any third party without our prior written consent.  You agree to refrain from using the Infrastructure in a manner that unreasonably or materially interferes with our other hosted equipment or hardware, or in a manner that disrupts or that is likely to disrupt the services that we provide to our other clientele.  We reserve the right to throttle or suspend your access and/or use of the Infrastructure if we believe, in our sole but reasonable judgment, that your use of the Infrastructure is violates the terms of the Quote, this Services Guide, or the Agreement.

Obsolescence
If at any time any portion of the managed environment becomes outdated, obsolete, reaches the end of its useful life, or acquires “end of support” status from the applicable device’s or software’s manufacturer (“Obsolete Element”), then we may designate the device or software as “unsupported” or “non-standard” and require you to update the Obsolete Element within a reasonable time period.  If you do not replace the Obsolete Element reasonably promptly, then in our discretion we may (i) continue to provide the Services to the Obsolete Element using our “best efforts” only with no warranty or requirement of remediation whatsoever regarding the operability or functionality of the Obsolete Element, or (ii) eliminate the Obsolete Element from the scope of the Services by providing written notice to you (email is sufficient for this purpose).  In any event, we make no representation or warranty whatsoever regarding any Obsolete Element or the deployment, service level guarantees, or remediation activities for any Obsolete Element.

Hosting Services
You agree that you are responsible for the actions and behaviours of your users of the Services. In addition, you agree that neither Client, nor any of your employees or designated representatives, will use the Services in a manner that violates the laws, regulations, ordinances, or other such requirements of any jurisdiction.

In addition, Client agrees that neither it, nor any of its employees or designated representatives, will: transmit any unsolicited commercial or bulk email, will not engage in any activity known or considered to be "spamming" and  carry out any "denial of service" attacks on any other website or Internet service; infringe on any copyright, trademark, patent, trade secret, or other proprietary rights of any third party; collect, attempt to collect, publicize, or otherwise disclose personally identifiable information of any person or entity without their express consent (which may be through the person or entity's registration and/or subscription to Client’s services, in which case Client must provide a privacy policy which discloses any and all uses of information that you collect) or as otherwise required by law; or, undertake any action which is harmful or potentially harmful to Manawa or its infrastructure.

Client is solely responsible for ensuring that its login information is utilized only by Client and Client’s authorized users and agents. Client’s responsibility includes ensuring the secrecy and strength of user identifications and passwords. Manawa shall have no liability resulting from the unauthorized use of Client’s login information.  If login information is lost, stolen, or used by unauthorized parties or if Client believes that any hosted applications or hosted data has been accessed by unauthorized parties, it is Client’s responsibility to notify Manawa immediately to request the login information be reset or unauthorized access otherwise be prevented. Manawa will use commercially reasonable efforts to implement such requests as soon as practicable after receipt of notice.

Licenses
If we are required to re-install or replicate any software provided by you as part of the Services, then it is your responsibility to verify that all such software is properly licensed. We reserve the right, but not the obligation, to require proof of licensing before installing, re-installing, or replicating software into the managed environment.  The cost of acquiring licenses is not included in the scope of the Quote unless otherwise expressly stated therein.