ProSuite TM Terms & Conditions
MainSpring Support Services
MainSpring shall provide to Client remote or onsite support of their systems in accordance with SCHEDULE A. Support requests will be performed remotely, if a support request cannot be resolved remotely, at MainSpring’s option, a MainSpring engineer will make a scheduled service call to the Client’s location. MainSpring’s normal working hours for the purpose of this agreement are 7:00 a.m. to 7:00 p.m., Monday through Friday. MainSpring may also provide to Client onsite technical equipment for the support of their systems. Client requested onsite visits that are not covered by ProSuiteTM are subject to additional charge, with a two-hour minimum at MainSpring’s standard hourly rates applied. After hours remote support is also subject to additional charge, as more specifically described under Monitoring and Answering Service below.
Term/Termination
This term of the Agreement shall, at Client’s option, be as follows:
- A no-term commitment; Agreement continues until terminated by Client upon sixty (60) days’ prior written notice during the first year, and upon thirty (30) days’ written notice thereafter,
- A defined term commitment (e.g. 1-year, 2-year, 3-year, etc.) from Effective Date; Agreement automatically renews on the effective date on the contract, client may terminate with 60-days’ notice prior to the automatic renewal date
MainSpring may terminate this Agreement at any time upon thirty (30) days written notice to the Client. The length of Client’s commitment affects Client’s pricing. Accordingly, if Client terminates prior to the end of its agreed upon commitment, Client shall be required to pay, in one lump sum, the monthly charges for the unused balance of the agreed upon term commitment. Upon termination of this Agreement, (x) MainSpring will provide transitional support for thirty (30) days, and (y) Client shall return all MainSpring provided equipment promptly at the client’s cost and pay all open invoices in full. Client may request to purchase MainSpring-provided equipment from MainSpring. Failure to return MainSpring’s equipment within 15 days will result in charges to cover the cost associated to replace the unreturned equipment. Client agrees to pay such charges, whether the equipment is unreturned, lost, stolen, damaged or destroyed. Failure to pay all open invoices in full prior to the final transition date may result in a delay of the final transition.
Either party may terminate this Agreement immediately upon notice of a material breach of this Agreement by the other party or if the other party becomes insolvent, or bankrupt, liquidated or dissolved, or ceases substantially all of its business. Neither party shall be liable for damages resulting from a termination of this Agreement as provided for herein.
Fees
All clients must have a current New Client Profile (NCP) on file. Fees will be calculated based upon the information provided in SCHEDULE A. Fees are billed monthly, in advance, commencing on the Effective Date and are NET 30. If the Effective Date is other than the 1st of the month, prorated fees for initial month and next month will be billed in advance. A finance charge of 1.5% per month (18% per year) will be assessed on any unpaid balance remaining after due date. MainSpring, Inc., accepts automated clearing house (ACH) and checks. Clients will incur a 3.5% processing fee if/when paying by credit card. Client is responsible for collection/legal fees for balances MainSpring needs to collect outside of accounting team calls. Fees stated in this Agreement are subject to increase annually. MainSpring reserves the right to refuse or suspend service under this Agreement in the event Client has failed to keep the account current.
Representation and Warranties
Each party represents and warrants to the other that (i) it has all necessary authority to enter into and perform its obligations under this agreement without the consent of any third party, and (ii) that it shall comply in all material respects with all laws applicable to the performance of the Services. THE PARTIES HERETO MAKE NO OTHER WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SUBJECT MATTER OF THIS AGREEMENT.
Assignment
MainSpring may assign this Agreement in whole or in part to an affiliate or third party only with the prior consent of Client. Client may freely assign this Agreement to a successor-in-interest of its entire business upon prior notice to MainSpring.
Confidential Information
MainSpring will keep all client information confidential.
Non-Solicitation
The Client hereby agrees not to solicit, recruit, hire or otherwise to retain the services of any MainSpring employee except through MainSpring. Should the Client violate this provision, as compensation for the cost to MainSpring of its investment in and/or training of and/or loss of services of the said employee, and not as a penalty, the Client agrees to pay the Company a sum equal to one year’s maximum billable revenue for such employee.
Maintenance
MainSpring reserves the right to conduct after hours/weekend maintenance to ensure optimal performance. MainSpring will conduct maintenance on a schedule and will coordinate additional maintenance with our point of contact.
Force Majeure
MainSpring shall be excused from performing its obligations under this Agreement if its performance is delayed or prevented by any event beyond such party’s reasonable control, including, but not limited to, acts of God, fire, explosion, weather, disease, war, insurrection, civil strife, riots, government action, epidemics, pandemics or power failure.
Indemnification
MainSpring hereby agrees to indemnify and hold Client harmless from all claims, losses, and liabilities (including reasonable attorney’s fees) arising from any claim or suit brought against Client by a third party based on Client’s use of the Services rendered by MainSpring under this Agreement, but only to the extent such claims, losses and liabilities (i) relate directly to MainSpring’s fraud, gross negligence, willful misconduct, or breach of this Agreement in performing such Services and (ii) are not attributable, in whole or in part, to the fraud, gross negligence, willful misconduct, or breach of this Agreement by Client. This paragraph sets forth MainSpring’s sole liability and entire obligation and the Client’s exclusive remedy for any action that is brought against MainSpring.
IN NO EVENT SHALL EITHER PARTY HERETO BE LIABLE TO THE OTHER OR ANY OTHER PERSON FOR ANY INDIRECT, SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES, INCLUDING WITHOUT LIMITATION, LOST PROFITS, HOWEVER CAUSED AND BASED ON ANY THEORY OF LIABILITY, ARISING OUT OF THIS AGREEMENT, THE PERFORMANCE OR NONPERFORMANCE BY EITHER PARTY OF ITS OBLIGATIONS HEREUNDER AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Client Responsibilities
The following outlines Client Responsibilities:
- Client shall provide MainSpring access to executives of its organization for business direction and decisions during vCIO meetings
- Client shall use MainSpring’s ProSuiteTM services on all machines that connect to the client LAN to ensure that the machines are kept up to date and are protected by security software.
- Client shall maintain current support contracts with mission critical third-party applications and hardware vendors
- MainSpring will not monitor nor report on Client provided Backup and Disaster Recovery Solutions.
- Best effort vendor support will be provided for Client solutions, not in product recommendation.
- Website management
Complete Agreement
This Agreement, including the selections on the SCHEDULE A, shall constitute the entire agreement and understanding of the parties relating to the subject matter hereof and supersedes all prior and contemporaneous oral and written agreements with respect to same.
ProSuiteTM Overview
The following outlines ProSuiteTM Service capabilities:
| Strategy & Consulting | |
| Dedicated virtual Chief Information Officer (vCIO), unlimited access |  |
| Scheduled strategy meetings with vCIO | |
| Recommendations on technology alignment to best practices to support your goals | |
| Rolling IT roadmap/planning | |
| IT budget management | |
| Vendor and software evaluations and selection support | |
| Real-time metrics and dashboard on IT, security and productivity metrics, scorecard, and baselines | |
| Long-term planning and ROI evaluations | |
| Change management and communications | |
| IT policy review and development | |
| Direct connections to trusted, vetted third-party vendors | |
| Executive oversight | |
| Departmental Business Reviews (BPRs) | Quoted |
| Cyber Security | |
| 24/7/365 server & networking monitoring & remediation | |
| Continuous, proactive IT audits (dedicated auditors) | |
| Automated security awareness training program | |
| Cybersecurity monitoring, compliance, reporting, and remediation | |
| Multi-factor authentication management | |
| Data protection solutions and management | |
| Advanced endpoint detection and response (EDR) | |
| Spyware prevention and removal | |
| Preventative maintenance | |
| Operating System patching | |
| Microsoft Office patching | |
| Backup and Disaster Recovery Solution | Quoted |
| Custom Disaster Recovery Plans | Quoted |
| Industry specific audits, such as NIST 800-171 / CMMC Compliance, PCI, HIPAA | Quoted |
| Risk Management as a Service solutions | Quoted |
| PreVeil solution deployment and support | Quoted |
| Dark Web monitoring and reporting | Quoted |
| Software licensing for business-critical software (Microsoft, G-Suite), Automated Security Awareness Training Program (KnowBe4 licenses), enhanced spam prevention software, password management licensing, dark web licensing, SIEM | Quoted |
| Technical Support | |
| Help desk/End-user support for all workstations managed by MainSpring (Unlimited, all US-based) | |
| Onpremise or Cloud based Active Directory administration | |
| Direct access to tier 2 and 3 level(s) of support | |
| Ticketing system and associated reporting | |
| Remote workstation support and remediation | |
| Onsite support for necessary incidents | |
| Real-time end user satisfaction reporting | |
| End user refresher training on MainSpring support | |
| Minor version updates to business-critical software | |
| DNS Management | |
| Custom, secure learning portal for common apps | Quoted |
| Any work for a machine or user without an active MainSpring ProSuiteTM software agent | Quoted |
| Major version upgrades to business-critical software | Quoted |
| Support of systems with End of Life Operating Systems (server or workstation) | Quoted |
| After hours end user/workstation support | Quoted |
| Mac OS and application updates (see Mac Support Explained section) | Quoted |
| Productivity & Scalability | |
| Employee onboarding and offboarding | |
| Software license management | |
| Hardware and software procurement | |
| Hardware asset, warranty, and configuration management | |
| Technical project coordination | |
| IT process and procedure documentation | |
| New employee user account setups and new employee machine reassignments (where machine reset is not required) |
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| Employee offboarding and termination support | |
| New employee(s) computer setups | Quoted |
| New computer / reassignments where machine setup and configuration is required | Quoted |
| Workstation and server hardware upgrades | Quoted |
| Labor or materials for new projects (Professional Services) | Quoted |
| Automation, software development & integration resources | Quoted |
| Printer management solutions | Quoted |
| Customizable distributed learning management system | Quoted |
Business-Critical Software
MainSpring provides support for the following business-critical software:
- Adobe
- Adobe Creative Suite
- Blue Beam Products
- Browsers: Chrome, Edge, Firefox, Safari
- Dropbox
- Egnyte
- Exclaimer
- FileZilla
- Foxit
- Google Drive
- Google Earth Pro
- Google Workspace
- iTunes
- LibreOffice
- Microsoft Entra & InTune
- Microsoft Office
- Microsoft Office 365
- Microsoft OneDrive
- Microsoft SharePoint permissions (once the site has been updated)
- Microsoft Teams
- QuickBooks
- Sage Accounting
- Sentinel One
- Slack
- SnagIT
- Wireshark
- Zoom
ProSuiteTM Support for Macs Explained
The following outlines ProSuiteTM Support for Macs:
- MainSpring supports Mac workstations under ProSuiteTM
- Mac users will have the same level of support at our Support Centre as our PC users.
- The blue MainSpring icon used by the support team is in a different location on the screen of a Mac than a PC.
- Mac OS software and security updates will be delivered through the built-in automatic updates feature within the OS itself.
- MainSpring is not responsible for compatibility issues resulting from OS version updates. Mac users should verify with MainSpring before updating OS versions.
- If a Mac computer fails altogether, we’ll work with you to get the computer shipped to an Apple repair provider, work with you to replace the Mac, or schedule an onsite to repair it. These are the same scenarios we would follow for PCs with problems that can’t be resolved remotely and need hardware maintenance.
Optional ProSuiteTM 24/7 End User/Workstation Support
This coverage will provide unlimited access to the Support Centre for end user issues and emergency reporting and troubleshooting.
Monitoring and Answering Service
Times available: 7:01 p.m. to 6:59 a.m., M, T, W, Th; 7:01 p.m. Friday to 6:59 a.m. Monday.
Functions included in this optional 24/7 end user/workstation support:
- Dedicated phone number provided to client for emergency access
- All incidents are billable
- Calls will be routed through an answering service, but will be routed to a MainSpring engineer to follow up with the user.
- $270 per hour, with one hour minimum
- $360 per hour, on MainSpring recognized holidays
- Billing starts when technician answers phone and runs until the issue resolution is in place
- Onsite visits are performed at the specific request of client or at the discretion of MainSpring
