Service Agreement

Zconnect LLC (“Zconnect,” “we,” “us”) provides architecture and design, licensing and hardware advisory, data protection, and ongoing managed services (the “Services”), as described in applicable estimates, service descriptions, and approved orders (“Service Orders”).

Services begin on acceptance of an estimate, execution of an agreement, or written authorization to start work.

Each approved estimate or Service Order incorporates this agreement by reference and defines the services, pricing, and term. Where there is a conflict, the specific Service Order controls for that engagement.

Payment terms are defined in the approved estimate, order, or Service Order. Unless stated otherwise, the following applies.

Ongoing managed services are billed monthly in advance. Each month is invoiced before the period it covers, and payment is due before that period begins. Where a longer term is agreed, billing follows the schedule in your Service Order.

Hardware, licenses, and subscriptions are paid in full before the order is placed. We purchase from the manufacturer, distributor, or platform provider on your behalf once payment has cleared, so lead times and vendor activation dates run from cleared payment rather than from the date you approved the order. This is set out in full in our Service Terms.

Project and advisory work is quoted separately from your managed services plan. A deposit may be required before work begins, with the balance invoiced on completion or at agreed milestones. Where we invoice rather than take payment up front, invoices are due within fifteen (15) days of the invoice date.

Late payment may result in suspension of Services. We will tell you before suspending anything, and we will not withhold access to your own systems or data.

Third-party licensing, subscription, and hardware costs remain the client’s responsibility, and are subject to that provider’s pricing, renewal, and cancellation terms.

Either party may terminate Services with thirty (30) days’ written notice unless a Service Order states otherwise.

On termination, outstanding fees become due, and the client remains responsible for any third-party vendor charges, licenses, or subscriptions already committed.

We will provide reasonable handover assistance and documentation so you are not stranded. You keep your own administrative access throughout.

To let us do our job, the client agrees to:

• Provide accurate information and timely access to systems, users, and administrative portals
• Maintain properly licensed software and current vendor support entitlements
• Tell us about material changes to infrastructure, personnel, or operations that affect service delivery
• Nominate a point of contact who can make decisions or obtain approval

We are not responsible for issues caused by third-party vendors, unsupported or end-of-life systems, client misconfiguration, or changes made outside our knowledge.

Each party will protect the other’s confidential information with reasonable care and use it only to provide or receive Services, except where disclosure is required by law.

Client data we access while delivering Services is handled as described in our Privacy Policy and any applicable written agreement.

To the maximum extent permitted by law, Zconnect’s total liability will not exceed the fees paid by the client in the three (3) months preceding the event giving rise to the claim.

We are not liable for indirect, incidental, special, punitive, or consequential damages, including data loss, business interruption, or third-party service failures.

Services are provided on a commercially reasonable basis. We do not guarantee uninterrupted or error-free operation of any system or service, including those operated by third parties.

Hardware and software carry the manufacturer’s or platform provider’s warranty, not ours. See our Service Terms.

This agreement is governed by the laws of the State of California, without regard to conflict of law principles.

Managed services cover the infrastructure that runs your business, as named in your service description. This is proactive management and oversight, not a day-to-day help desk.

Depending on scope, that may include:

• Servers and core business systems
• Network infrastructure, including supported Cisco Meraki environments
• Cloud platforms and your Microsoft 365 tenant
• Backup and recovery oversight, including monitored backups and test restores
• Security oversight across identity, access, and endpoint protection
• Monitoring, patching, and routine change requests for covered systems
• Vendor and license management, including dealing with vendors on your behalf

Individual users, their computers, and their applications are not covered by default. Day-to-day help desk support for user devices, operating systems, and applications (including Microsoft 365 app support), and employee onboarding and offboarding, sit outside this plan by design. They keep the plan focused and predictable, and are available as separate project work or under a separate written agreement.

Anything not listed in your service description is out of scope unless we agree it in writing.

Monday to Friday, 9:00 AM to 6:00 PM Pacific Time, excluding US public holidays.

We do not offer 24/7 or guaranteed after-hours cover. That is a deliberate part of the service model, not a limitation we expect to outgrow. This is proactive infrastructure management, designed to prevent problems and keep systems healthy, rather than a round-the-clock reactive monitoring desk. Work that genuinely cannot wait is better served by a vendor support contract with a 24/7 entitlement, which we will help you put in place where your systems warrant it.

Planned work outside business hours is a normal part of what we do. Server maintenance, migrations, firmware upgrades, and cutovers are routinely scheduled for evenings or weekends, precisely so they do not disrupt your working day. That work is agreed and scheduled in advance.

Where an unplanned issue arises outside hours, we will respond as soon as we reasonably can, but that is not a committed response window and your recovery planning should not depend on it. If your environment genuinely requires guaranteed 24/7 cover, tell us and we will either agree it in writing as a separate arrangement or tell you honestly that another provider is a better fit.

Response means a person who owns your issue has replied to you and started work. It does not mean an automated acknowledgement.

We do not publish target resolution times. That is deliberate. How long a fix takes often depends on things we do not control: vendor support queues, hardware lead times and RMA turnaround, third-party platform outages, and how quickly we can get access. A resolution number we could not honour would be worth nothing to you, and we are not willing to publish one so it looks good on a page.

What we commit to instead is in the next section.

In place of a resolution guarantee, these are the behaviours you can hold us to:

• We tell you what we know, when we know it — including when the news is bad or the cause was ours.
• We give you a realistic next-update time, and we meet it — even if the update is that there is no change yet.
• Where a vendor owns the problem, we open the case and chase it, and we give you the case reference so you can see it is real.
• If we cannot solve something, we say so early and help you find who can, rather than letting it drift.
• We write down what we changed, so your environment stays documented and understandable by someone other than us.
• You keep your own administrative access and ownership at all times. You are never locked in.

Requests can be raised by email or the agreed support channel. Please include what changed, who is affected, and how urgent it is, so we can set priority correctly.

Priority is assigned on business impact and confirmed with you. If you think we have called it wrong, say so and we will review it.

If a request is not progressing, escalate to your named point of contact. By design there is no first-line queue between you and the engineer who knows your environment, so escalation is a direct conversation rather than a ticket handoff.

We use commercially reasonable tools to deliver managed services, which may include the Cisco Meraki dashboard, the Microsoft 365 admin centre, cloud provider consoles, and backup and monitoring platforms.

Monitoring provides visibility and alerting. It reduces risk, but it does not eliminate the possibility of interruption or data loss.

Unless stated in writing in your service description, the following are not included:

• Day-to-day help desk support for user computers, operating systems, and applications, including Microsoft 365 app support
• Employee onboarding and offboarding
• On-site attendance
• Hardware procurement, replacement, or physical repair
• Warranty repair, which is handled by the manufacturer
• End-of-life or unsupported systems
• Third-party vendor outages or failures
• Issues caused by misuse or unauthorized changes
• Project work, migrations, and new deployments, which are quoted separately

This agreement may be updated from time to time. Updates apply going forward and will be posted here with a revised date. Where a change materially reduces what you receive, we will tell existing managed clients directly rather than relying on this page.

By approving an estimate, subscribing to Services, or authorizing work to begin, the client agrees to this Service Agreement and any applicable Service Order.

Questions about these terms? Get in touch — we would rather clarify something before you sign it.