Ingram Micro Level 1 Service Desk
Terms of Service
Last Modified: March 23, 2017
The following additional terms and conditions of service ("Terms") govern Your ("Reseller") purchase, resale and use of the Ingram Micro Service Desk services ("Service Desk"). These Terms are in addition to the Ingram Micro Cloud Services General Terms of Service ("Terms of Service") set forth on the Ingram Micro Cloud Marketplace ("Site") and any information regarding the Service Desk on the Site. In the event of a conflict between these Terms and the Terms of Service, these Terms will prevail.
For the purpose of these Terms, the following definitions apply.
"End User(s)" means an employee or employees of a Reseller or Reseller's customer who is authorized to receive or use the Service Desk.
"Service Desk" means the help desk services provided by Ingram Micro as further described in these Terms.
"Services" refers to the two categories of Services available on the Ingram Micro Cloud Marketplace: (a) Services that are developed by and provided to end users by Ingram Micro ("Ingram Micro Services"); and (b) Services that are provided to end users by a third party vendor ("Third Party Vendor Services").
Term of Service
Service Desk will start upon completion of the onboarding. For 250 or less End Users of a single customer, the Service Desk is available for a minimum term of one month. Ingram Micro may change Service Desk pricing upon 30 days’ advance notice to Reseller. Service Desk will automatically renew for additional one-month periods. Except for Service Desk for more than 250 End Users of a single customer, in which case an annual commitment is required, Reseller may terminate the Service Desk by providing 30 days' advance notice through the Site. Reseller is responsible for all charges accrued up to the effective date of termination.
Ingram Micro will use commercially reasonable efforts to provide the following Level 1 Service Desk following completion of the Service Desk onboarding:
- Provide incident management (i.e. where an "incident" is an unplanned interruption in the Services or a reduction in the quality of a Service) and service request resolution to End Users in connection with the Services.
- Provide support of technology related inquiries of the End User's PC hardware and software environment for technology items specified under Schedule "A" - "Supported Hardware, Software and Operating Systems" below and will include identification of common errors, recommendation of routine fixes, and assignment of ticket back to Reseller or to manufacturer/software vendor, as required, subject the Reseller responsibilities set out below. Where End User's PC hardware and software environment is not supported, Ingram Micro will log the call and make commercially reasonable efforts, where Ingram Micro has the requisite knowledge, to identify common errors, recommend routine fixes and assign ticket back to Reseller or manufacturer/software vendor, as required.
- Ingram Micro will provide the Service Desk via phone, email and chat channels, remote view and remote control. Hours and location of support will be as indicated in the Service Desk option selected. End Users must be registered in Ingram Micro's system in order to receive Service Desk.
- Coordinate escalation of service requests to the Reseller for End Users (e.g. where site support is to be provided by Reseller).
- Track and document incidents and formulate trend analysis.
- Ingram Micro Service Desk will provide integration to Professional Services Automation tools such as ConnectWise and Autotask to enable them to synchronize and escalate the incidents.
- Provide an on-line Customer Satisfaction Survey at service request closure
- Record incoming calls for Quality monitoring purposes
Ingram Micro reserves the right to modify, suspend or discontinue the Service Desk at any time for any reason with notice. Service Desk will not commence until the Reseller onboarding has been completed in its entirety. The Reseller understands and agrees that the preceding Level 1 Service Desk Services may be provided by Ingram Micro or by a third party.
The following sets out Reseller's responsibilities in connection with the Service Desk:
- Provide Ingram Micro with a point of contact for all management escalation, including appropriate contact information.
- Provide Ingram Micro with all of the required information necessary for the End Users to be on-boarded onto the Service Desk.
- As part of the onboarding transition, work with Ingram Micro to transfer documented responsibilities from Reseller, its End User customers, or an End User's current help desk services provider, to Ingram Micro so that Ingram Micro is able to provide the Service Desk. The onboarding transition period for Service Desk is estimated to be no longer than 30 days.
- For technology related support, Reseller is required to have a support contract with the manufacturer/service provider prior to Ingram Micro providing such support.
- Provide access to all necessary current training documentation for non-shrink-wrapped applications in order for Ingram Micro to provide support.
- Provide access to online support, FAQs, solution database(s), and knowledge database(s) for (customized) non-shrink-wrapped applications in order for Ingram Micro to provide the support.
- Arrange for any necessary training of Ingram Micro's personnel as new non-shrink-wrapped (customized) software applications and new hardware are added to the Reseller environment, at no cost to Ingram Micro.
- Work with End Users to introduce necessary business change activities to promote and introduce the new service delivery model, such as responsibilities regarding the on-boarding process and communication of new operational processes compared to those in the existing service model.
- Provide all the information required by Ingram Micro during the Reseller onboarding process, in order to set-up the End Users on the service.
- Ensure that Reseller and its End Users have appropriately backed up their data.
Reseller further acknowledges that it will comply with all applicable privacy laws, and that it has received all necessary consents from its End Users for Ingram Micro to use, collect and store information, and for its disclosure to third parties as required to provide the Service Desk.
Reseller will provide all content including business information, trademarks, logos, color schemes, and word marks (“Reseller Content”) as reasonably required by Ingram Micro to provide the Service Desk. Reseller hereby grants Ingram Micro a limited, non-exclusive and royalty-free license to access, use, copy and modify the Reseller Content and all intellectual property rights therein to provide the Service Desk. Reseller will only use Reseller Content it is authorized to use in connection with the Service Desk and will update the Reseller Content provided to Ingram Micro in connection with the Service Desk as necessary to ensure that it remains accurate, complete and valid.
Service Desk excludes any work, task or activity not set out in these Terms. It also specifically excludes any sustained project or consulting work which requires the ongoing involvement of Ingram Micro service desk IT staff or the use of external professional resources. The exclusions include, but are not limited to, the following: Local site support, which must be provided by the Reseller; ERP (Enterprise resource planning) systems; specialty applications; project work; payroll and HR software; accounting software; proprietary databases; document management systems; application programming and systems development, and other exclusions reasonably determined by Ingram Micro.
Ingram Micro will use commercially reasonable efforts to provide the Service Desk in accordance with the service levels set out below, provided that Reseller also meets its service level obligations set out below.
The following service levels apply to Ingram Micro's Service Desk:
Description (monthly) Service Level Metric ASA (Average Speed of Answer)
80% of calls and chats will be answered within 120 seconds or less.
80% of emails will be responded to within 4 business hours, 100% within 6 business hours.
Customer Satisfaction Achieve 85% satisfaction of all End Users of each line of Service
Incidents that require on-site support, additional access and documents, or that are out-of-scope of service will be escalated to the Reseller for additional information and support. The following service levels are the expected Reseller SLAs for escalations raised by the Service Desk to the Reseller based on the priority level of the incident as assigned by the Service Desk.
Priority Level Service Level Metric LEVEL 1 Escalation resolved within 30 mins LEVEL 2 Escalation resolved within 1 hour LEVEL 3 Escalation resolved within 2 hour LEVEL 4 Escalation resolved within 4 hours LEVEL 5 Escalation resolved within 8 hours
"Confidential information" means: (a) nonpublic information that the Reseller, Ingram Micro or one its affiliates designates as being confidential; or (b) nonpublic information which, given the nature of the disclosure or the circumstances surrounding disclosure, the receiving party should treat as confidential.
Each party agrees not to disclose any confidential information during the term of the Service Desk and for two (2) years following the termination of the Service Desk excluding confidential information that contains personal information that will continue to remain confidential so long as it is retained. The receiving party will not be liable for disclosure of information which: (a) it already knew without an obligation to maintain the information as confidential; (b) it received from a third party without breach of an obligation of confidentiality owed to the other party; (c) it independently developed; or (d) becomes publicly known through no wrongful act of the receiving party. However, confidential information may be disclosed as required by a judicial or other governmental order, if the receiving party either: (a) gives reasonable notice of the order to allow the other party a reasonable opportunity to seek a protective order or otherwise prevent or restrict its disclosure; or (b) obtains written assurance from the entity issuing the order that it will protect the confidential information to the maximum degree allowed under applicable law or regulation. For clarity nothing herein shall restrict Ingram Micro from disclosing information reasonably necessary required to provide the Service Desk.
The Reseller agrees that during the term it receives Service Desk services from Ingram Micro and for a period of twelve months thereafter, it shall not employ or solicit any employee or consultant of Ingram Micro for the purposes of full, part time, or temporary employment or consultation with the Reseller or any organizations within the Resellers group of companies without the express written permission of Ingram Micro, provided that nothing herein shall restrict an individual from applying for a position or responding to a consulting engagement that is publicly advertised.
Limitation of Liability
RESELLER EXPRESSLY UNDERSTANDS AND AGREES THAT IN NO EVENT SHALL INGRAM MICRO, ITS AFFILIATES, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, SHAREHOLDERS, EMPLOYEES, AGENTS, LICENSORS AND ADVISORS ("INDEMNIFIED PARTIES") BE LIABLE TO YOU OR ANY END USERS FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS OR INCOME, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF THE INDEMNIFIED PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES UNDER CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY OR ANY OTHER THEORY), RESULTING FROM: (i) THE DISRUPTION, USE OR THE INABILITY TO USE THE SERVICE DESK, THE SITE OR ANY CONTENT FOR ANY REASON; (ii) ANY THIRD PARTY CLAIMS THAT THE USE BY YOU OR ANY END USERS OF THE SITE, SERVICE DESK OR THE CONTENT VIOLATES ANY INTELLECTUAL PROPERTY RIGHT; (iii) ANY ACTION TAKEN BY THE INDEMNIFIED PARTIES AS PART OF AN INVESTIGATION INTO A SUSPECTED VIOLATION OF THE TERMS OR AS A RESULT OF ITS CONCLUSION THAT YOU HAVE VIOLATED, (iv) ANY UNAUTHORIZED DISCLOSURE OR ACCESS TO RESELLER OR END USER'S ACCOUNT AS A RESULT OF END USER'S MISUSE, LOSS OR THE THEFT OF ANY END USER PASSWORD OR USERNAME; (v) ANY SOFTWARE DOWNLOADED ONTO RESELLER/END USER SYSTEMS FOR THE PURPOSES OF PROVIDING THE SERVICE DESK OR (vi) ANY OTHER MATTERS RELATING TO THE Service Desk(S), THE SITE OR THE CONTENT.
RESELLER SPECIFICALLY ACKNOWLEDGES THAT THE INDEMNIFIED PARTIES ARE NOT LIABLE FOR THE DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF THIRD PARTIES AND THAT THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU. FURTHER, THE INDEMNIFIED PARTIES SHALL HAVE NO LIABILITY TO YOU FOR ANY CONTENT DOWNLOADED FROM THE SERVICE DESK(S). YOU AGREE THAT THE AGGREGATE LIABILITY OF THE INDEMNIFIED PARTIES TO YOU FOR ANY AND ALL CLAIMS UNDER CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY, OR OTHER THEORY ARISING UNDER THESE TERMS OR FROM ANY OF INGRAM MICRO OR AFFILIATE POLICIES OR THE USE OF THE SITE, THE CONTENT, OR THE SERVICES IS LIMITED TO USD$100.
Supported Hardware, Software and Operating Systems
The following is a list of Hardware, Software and Operating Systems that may be supported by Ingram Micro and which Ingram Micro reserves the right to update from time to time.
- Desktop, laptops, peripherals (Keyboard, Mouse, PC Monitor and Docking Stations), Printers (Windows configuration set up, toner replacement and best reasonable effort connectivity), Smart Phones, Storage Devices, Routers, VOIP Phones.
- Current commercial versions plus 2 versions back, unless no longer supported by the software manufacturer/developer.
System Software Application Software Security Software Internet Browser Utility Software Operating systems Microsoft Office Suite Norton Google Chrome 7-Zip Drivers Office for Mac McAfee Internet Explorer Win Zip Adobe Acrobat AVG Firefox Open Office MS Security Essentials Safari Avast Opera
- Operating Systems
- Windows, Apple and Ubuntu Operating system, current version plus 2 versions back, unless no longer supported by the software manufacturer/developer.
- Mobile Operating Systems
- Android, Apple IOS, Blackberry and Windows Operating system, current version plus 2 versions back, unless no longer supported by the software manufacturer/developer.
- Out of Scope Hardware, Software and Operating Systems
- Networking: Cisco, Juniper, HP, Sonic Wall, Checkpoint, FortiGate, Watch Guard
- Virtualization: VMWare, Citrix, Microsoft, KVM
- Database: Oracle, MS SQL, MySQL
- NOC functionality such as remote monitoring and management, alerts and preventative maintenance