Aftercare Support – Master Services Agreement (MSA)

AFTERCARE SUPPORT – MASTER SERVICES AGREEMENT (MSA)

Untangled and the Client hereby agree to the Agreement and attached Exhibits set forth the terms and conditions for the Client purchase of and entitlement to:

  1. SERVICES DEFINITION

    Under this Agreement Untangled will provide its After Care Support and Services to Client (“Services”). The identification and definition of these services will be covered by:

  1. This Agreement which identifies the general terms of service applicable to the services provided by Untangled to Client.
  2. A Services Overview particularizes the specific services (“Services”) that Untangled will supply to Client. The Service Overview will define the following resources to be provided by Untangled as follows:
    1. After Care Support Services”– all Untangled support services and support services personnel made available by Untangled to support the execution of the MSA.

      After Care Support Expert
      Untangled’s Information Technology Support Expert who will carry out all troubleshooting necessary to close Trouble Tickets that are raised via email, ticketing system, or phone call.

      Trouble Ticket
      An email, ticket, or phone call to Untangled describing the issue, error, or fault. The After Care Support Expert who resolves the issue documents any action via email, ticket, or phone call.
      Unlimited Trouble Tickets can be submitted by the Client in accordance to the provisioned statements in the  Fair Use Policy, outlined in section 4) FAIR USE POLICY

      End to End Resolution
      The After Care Support Expert will strive to exhaust all efforts and avenues to provide a resolution to a trouble ticket in accordance to the provisioned statements in the Fair Use Policy, outlined in section 4) FAIR USE POLICY. The end to end resolution will and may lead to:

      1. Coordinating with varying levels of tiered Support from Dialpad
      2. Client 3rd Party Hardware or Software, Networking, ISP provider

      Remote Troubleshooting
      Untangled’s After Care Support Services will be executed via a Remote Access, where it is the responsibility of the After Care Support Expert to exhaust all potential isolation, error and fault detection, error and fault replication to ensure and end to end resolution is provided to the Client.

      Remote Access
      Client acknowledges that After Care Support Expert’s ability to perform certain After Care Support Services may be conditioned upon access to their Dialpad or Untangled Internet through direct remote access. Direct access involves connectivity via SSH, Web, Secure Web, and/ or VPN.

      Dialpad Support
      Untangled provides the following technical support for all Dialpad supplied

        1. Technical assistance for individuals and/ or groups;
        2. Troubleshooting on telephony call routing;
        3. Change Management: Mandate changes on telephony call routing;
        4. Entreprise Management: Creation of IVR branching out to Departments;
        5. Implementation of Experiments to enhance entry level Dialpad Telephony system
        6. Remote Hardware Installation and Configuration
        7. Site visit only in instances when all Remote troubleshooting is exhausted

      Dialpad Services
      An AI powered cloud communication platform.

      1. “Assets” – all Untangled infrastructure, Dialpad hardware/software, networking equipment and other assets made available by Untangled for the execution of the MSA.
      2. “MSA Service Fees”- fees which are associated with Untangled’s After Care Support Services and Assets.
      3. “Client Responsibility” – All necessary information and diagnostics from the end user needed by the After Care Support Expert to troubleshoot
  • SERVICES OVERVIEW
    Client identifying requirement for After Care Support Services can contact the After Care Support Expert during business hours from Monday to Friday 8:00AM to 5:00PM AEST, except during Government Declared Public Holidays. Client nominated Super Admin may contact the After Care Support Services via:

      1. Phone Number –
      2. Trouble Ticket –
      3. Email – support@untangledict.com.au

    Untangled’s After Care Support Services covers the following areas of remote technical troubleshooting for Clients with Dialpad Services.

      1. Technical assistance for individuals and/ or groups
        Client identified individual and/ or groups with provisioned Dialpad Licenses needing support due to errors or faults prohibiting further use of Dialpad, or impacting business operations.
      2. Troubleshooting on Telephony Call Routing
        Client identified routing errors that may have been caused due to Client Made changes on Client Dialpad Admin or Backend Configurations.
      3. Change Management
        Managing the user license assignment by adding it as an Operator to Client Main Line or Departments.Dialpad User Account ManagementThe addition or removal of user licenses that a Client has subscribed to, depending on the Client Telephony Set Up this can lead to After Care Support Expert:

        1. Managing the user license assignment by adding it as an Operator to Client Main Line or Departments.Operator is the Client Dialpad user responsible for answering calls to the Main Line or Department.
        2. Managing the user license assignment by grant admin privileges, should the Client nominate a secondary Office or Super Admin.
          Desk Phone and Room Phone Allocation
          The change of ownership of a Desk Phone or Room Phone to a user, a number, or simply moving and configuring the phone into a different location within the Client’s office location.The change of ownership of a Desk Phone or Room Phone to a user or a number can and may require the After Care Support Expert to do remote troubleshooting, configuration, and installation to satisfy and fulfill the Change Management requirement.In the event that an Untangled supplied Desk Phone or Room Phone is diagnosed as faulty or causing errors in the After Care Support Expert to complete remote phone configuration and installation, Untangled After Care Support Expert can make the decision to:
        3. Request for the Desk Phone or Room Phone to be sent back to Untangled Offices for further physical diagnostics.
        4. Book a Technician to go to the Client Office for further scoping of issues that may be impacting a successful Desk Phone and Room Phone Allocation to Client, this may constitute a chargeable service in which it is the responsibility of the After Care Support Expert to scope the needed on-site service and to send an invoice to which the Client will approve prior to commencement of any on-site After Care Support Service. Any 3rd party software or hardware not supplied by Untangled that is isolated and detected as an underlying factor to complete the Desk Phone and Room Phone Allocation will be referred to the Client. The Client will assume responsibility to lodge a trouble ticket with the 3rd party software or hardware support not supplied by Untangled.
    1. Enterprise Management: Creation of Interactive Voice Response (“IVR”) branching out to Departments or Secondary Office
    2. Implementation of Experiments to enhance entry level Dialpad Telephony SystemA Client may enquire about features and functionalities that are not necessarily included in the entry level Dialpad Telephony System set up front, these requests and requirements come once Client and Client Staff have been using their Dialpad Telephony System for a while and later enquire on:
        1. Transfer to External Number in the IVR
        2. Auto Call Recording for entire Client Business Main Line and Departments
        3. Hardphone or Device Speed Dialling Program
        4. Enabling Call Parking on Main Line Number
        5. Advanced Call Analytics using Call Journey

      The After Care Support Expert will action on the advanced backend configuration requirements, however Client needs to understand these requirements may need license upgrade from Standard to Pro or Enterprise.

      Client assumes all cost responsibility required to do any license upgrade to fulfill experiments to enhance Client Dialpad Telephony System and Reporting capabilities.

    3. Remote Hardware Installation and Configuration
      After Care Support Expert will execute any Remote Untangled Provided Hardware Installation and Configuration requests submitted by the Client through a remote desktop sharing session or over the phone troubleshooting.It is the responsibility of the Client to ensure that the Hardware is correctly plugged in to a power source, adapter, or switch to allow After Care Support Expert to follow through on backend configurations needed, the Client will participate in configurations instructed by the After Care Support Expert during the remote desktop sharing session or over the phone troubleshooting.In the case, where the Client requests for Site Installation:

        1. The Client will explicitly provide Untangled and the After Care Support Expert approval to move forward with On Site Installation on Client expense through a signed Untangled Invoice. After Care Support Expert assumes responsibility to coordinate schedules, location, and Client Contact to gain access to Client Office and the Untangled Provided Hardware for completion of installation and configuration.

      In the case, where After Care Support Expert deems Untangled Provided Hardware is faulty or identifies further Client On Site diagnostics is required:

        1. After Care Support Expert assumes responsibility to exhaust all troubleshooting and diagnostics to isolate error faults on the Untangled Provided Hardware for completion of installation and configuration.
          Should the After Care Support Expert identify Untangled NBN as an underlying condition or impact to complete installation and configuration, the After Care Support Expert assumes responsibility to proceed with troubleshooting and liaise with the necessary varying levels of Untangled NBN Support Tiers.Should the After Care Support Expert identify 3rd Party Hardware or Software as an underlying condition or impact to complete installation and configuration, the Client assumes responsibility to raise the necessary troubleshooting support with the appropriate 3rd Party Hardware or Software provider.
    4. Untangled NBN
      1. Service Interruption or Bandwidth Performance Test
        It is the responsibility of the Client to report any Untangled NBN Performance Issues to the After Care Support Expert. Diagnostics and testing will be conducted, and if the After Care Support Expert identify Untangled NBN as not performing per Untangled NBN Plan Client has subscribed to, the After Care Support Expert assumes responsibility to proceed with troubleshooting and liaise with the necessary varying levels of Untangled NBN Support Tiers.
      2. Client Supplied Equipment
        Untangled may install certain Client-provided communications equipment upon installation of Service, but Untangled shall not be responsible for the operation or maintenance of any Client-provided communication equipment. Untangled undertakes no obligations and accepts no liability for the configuration, management, performance or any other issue relating to Client’s routers or other Client-provided equipment used for access to or the exchange of traffic in connection with the Service.
      3. Untangled Networks Obligations
        Untangled will provide a design of the overall network for the Services being delivered, but will work in good faith with Client to determine the type of interface for the Service(s), Demarcation Point(s), and placement of Untangled’s Supplied Equipment. Untangled will configure, provision, and maintain its network and Untangled Supplied Equipment to keep it in conformance with the specifications delineated for each type of Service. If, however, the need for such Routine Maintenance is caused by or a result of Client’s improper use or operation of Client’s Equipment, Untangled may charge Client for such repair or maintenance.
      4. Service Outage
        Untangled makes no guarantee that any Service will be error free or free from Service interruptions. “Service Outage” shall mean a complete interruption, severe degradation, or failure of communication of the Client’s Service between Demarcation Points, not caused by Force Majeure, Routine Maintenance, Client’s Equipment, or Client’s acts, or omissions, including, but not limited to any violation of the Fair Use Policy, any refusal to release the Service to After Care Support Services and After Care Support Expert for maintenance, testing or repair, or any period in which After Care Support Expert is not given access to Client’s Premises.
        Thus, if Client reports a Service is inoperative, but declines to release it for testing and repair, it is considered to be impaired, but shall not be deemed a Service Outage. The duration of a Service Outage is measured from the time the interruption is reported to or detected by Untangled NBN, whichever occurs first, and terminates at the time the Service(s) can pass traffic, subtracting any delay time associated with After Care Support Expert’s inability to access the equipment and/or Untangled NBN facilities at Client’s Premises.If Client requests that After Care Support Expert assists Client in investigating any Service Outage and After Care Support Expert determines that the Service Outage was not a result of Untangled NBN’s Supplied Equipment, network or facilities, After Care Support Expert may invoice Client for on-site assistance base on the On-Site Chargeable Rate Card, Section 7) PRICING & ASSOCIATED FEES
      5. Service Outage Credits
        Untangled NBN makes no guarantee that any service will be error-free or uninterrupted.
        As such, Client’s sole and exclusive remedy for any Service Outage shall be the “Service Outage Credits” provided in the applicable Exhibit(s) attached to and incorporated in these Terms. The Service Outage Credit(s) are not compounding, Client may not claim more than one credit for an impacted Service, and in no event, will the Service Outage Credits in any one (1) month exceed 100% of the MRC for such Service. To receive a Service Outage Credit(s), Customer must be in good standing with Untangled NBN, current in all its obligations, and notify After Care Support Services that it is exercising its right to receive a Service Outage Credit(s) within sixty (60) days of the Service Outage, or such right shall be waived.
    5. Proactive Monitoring
      ONLY APPLICABLE IF DIALPAD SUPPORT ISSUES REPORTS ON EVENTS, UPDATES, OUTAGES
    6. Incident and Problem Management
      In the instance where Client detects a fault or error on Client critical Dialpad Telephony System the After Care Support Expert will manage the incident from end to end, in accordance to the Fair Use Policy outlined in Section 4) FAIR USE POLICY.The After Care Support Expert will manage and oversee corrective actions to incidents with a focus on reducing the impact to Client Telephony Systems.The After Care Support Expert may fix a fault or an error to allow Client Telephony Systems to operate, however the underlying root cause may still exist. Depending on how complex the resolution to the Client Telephony Systems is, it may require involving varying Untangled After Care Support Expert and Dialpad Engineers to resolve, in this instance the Service Level Commitment will be nullified.
  • SERVICE LEVEL COMMITMENT
    Untangled will manage After Care Support Services against a Service Level Agreement (“SLA”). This SLA defines the response time commitment for trouble tickets submitted via email, ticket, or phone call against an established priority level ranking. Resolution of trouble tickets identified by Client and Untangled After Care Support Services are covered by this SLA.
    After Care Support Services Standard SLA timers will be measured by the After Care Support Expert in accordance to the priority of the Client trouble ticket submission. Upon receipt of the Client trouble ticket the After Care Support Expert will make an assessment based on the Client trouble ticket information. Priority is based on two factors: urgency and impact
DEFINITION Urgency Impact
Low One Dialpad User or Small Group of Dialpad Users affected There is an easy and effective workaround, so this is more an irritation than a stoppage.
Medium A Dialpad Department or Large Group of Dialpad Users affected Operational efficiency is degraded, but there is either a reasonable workaround or other members of the Client Dialpad Users are unimpeded.
High Whole Client Dialpad Telephony System is affecting the entire Client Business and its Dialpad UsersThe issue is critical and one or more major Client Businesses, Departments are stopped.

Various timers will run on every Client trouble ticket submission, these timers represent maximums and the After Care Support Expert will generally respond and resolve the Client trouble ticket submission well within the provisioned time limits.

In circumstances where a Client response is pending for approvals on change management that impact the Client Dialpad Telephony System or approval on Client Dialpad Account changes with incurring costs, the After Care Support Expert will put a time hold of a maximum of 3 business days before exercising a decision to close the trouble ticket.

The resolution times in the table below relate to cases Untangled After Care Support Services provides first contact resolution constituting no requirement for further escalation to varying levels of Dialpad Support Tiers or Dialpad Engineering Tiers. Errors or faults that require further escalation to varying levels of Dialpad Support Tiers or Dialpad Engineering Tiers are not included in the After Care Support Services resolution time.

PRIORITY Response Goal Resolution Goal SLA Target
Priority 1 1 working hour 4 working hours =< 95%
Priority 2 1 working hour 8 working hours =< 95%
Priority 3 2 working hours 16 working hours =< 95%
Priority 4 2 working hours 24 working hours = 100%
Priority 5 8 hours 40 working hours Not Applicable
PRIORITY MAXRIX High Urgency Medium Urgency Low Urgency
High Impact Priority 1 Priority 1 Priority 2
Medium Impact Priority 1 Priority 2 Priority 3
Low Impact Priority 2 Priority 3 Priority 4

4. SERVICE LEVEL COMMITMENT

This Fair Use Policy applies to Untangled After Care Support Services.

It is important to Untangled that all eligible After Care Support Services Clients can access our Services. Accordingly, a Fair Use Policy have been devised which applies to:

    1. Using Untangled After Care Support Services
    2. Any promotions or services advertised by Untangled as subject to the Fair Use Policy

Untangled reserves the right to change the terms of the Fair Use Policy from time to time. Untangled may rely on the Fair Use Policy where:

  1. Client usage of Untangled After Care Support Service Ticket Submissions is unreasonable; or
    1. After Care Support Expert identifies a trouble ticket submission via email, ticket, or phone call is Out of Scope and should be referred to Client 3rd Party Hardware or Software, Networking, ISP provider. In most instances the After Care Support Expert may go above and beyond the objectives of the Service Agreement to assist in an end to end resolution, however Untangled After Care Support Service and After Care Support Expert reserves the right to close a trouble ticket advising a reference to Out of Scope diagnostics to be completed by the Client 3rd Party Hardware or Software, Networking, ISP provider.
  2. Client involvement in a Fair Use Policy is irrational or excessive, as defined below:
    It is an unreasonable use of Untangled After Care Support Services where Client use of services is reasonably considered by Untangled to be excessive, fraudulent or to adversely affect the Untangled After Care Support Services.

    1. After Care Support Expert reserves the right to close a trouble ticket submission via email, ticket, or phone call for re-opened Client tickets or Client cases where Dialpad Telephony Solution is identified to be in proper standard working condition. Any 3rd Party Hardware, Networking, or ISP errors or faults is not the responsibility of Untangled and the After Care Support Expert.

The integrity, speed and performance issues related to Client 3rd Party Provided Network and ISP remains the responsibility of the Client.

Any Third Party Software or Hardware identified as a limiting factor by the After Care Support Expert to complete troubleshooting will be deemed as Out of Scope and will remain as a Client responsibility. It is the Client responsibility to manage Third Party case escalations and trouble tickets accordingly.

If Client is in breach of the Fair Use Policy, Untangled may contact Client to discuss changing Client usage to conform with the Fair Use Policy.

If, after Untangled has reached out to Client but excessive or unreasonable use continues, Untangled may, without further notice:

    1. Suspend or limit the Service for as long as deemed reasonably necessary; and/ or
    2. Terminate Client Agreement with Untangled After Care Support Service

5. CLIENT RESPONSIBILITY

The Client is responsible in raising trouble tickets, lodging trouble tickets, or phoning in issues, errors, or faults being experienced by a Dialpad User, a Dialpad Group of Users, Dialpad Main Line, Dialpad Department, or if on their Untangled Internet.

The Client is responsible in nominating a Super Admin who will cooperate with the Untangled After Care Support Expert, this includes:

    1. Performing diagnostics or testing over the phone or via a remote tool
    2. Providing mutually agreed access to a Client Account
    3. Providing approvals on any additional, if any, After Care Support Service chargeable to client
    4. Providing all information required to ensure all avenues for trouble shooting are exhausted
    5. Providing transparent information about the Client infrastructure specially in instances where: Client has a 3rd Party Software, Hardware, ISP, or Networking Infrastructure impeding the ability of the Untangled After Care Support Expert to provide end to end resolution. Refer to section 4) Fair Use Policy

Where Client fails to provide mutually agreed remote or on-site access to the facilities and environments where Dialpad and Untangled Services are installed, or transparent information required for troubleshooting the SLA Commitment will be nullified. The After Care Support Expert reserves the right to close the ticket in this instance.

6) LIABILITIES, WARRANTIES & INSURANCES

  1. Untangled is a professional services provider with a strong dedication to providing quality of service.
  2. Both parties are duly organized and validly existing in their respective states of organization and are in good standing and qualified to do business in all jurisdictions where each party conducts business.
  3. Both parties will comply in all respects with all applicable laws, legislation, guidelines, fair use policy and regulations relevant to the provision of the Agreement and Services and each party will ensure that all of its employees, agents, subcontractors and servants comply with such requirements.
  4. Client warrants that in all events, the Client or Client Super Admin shall be used for work processes and for the creation of troubleshooting resolutions output which are legal, moral and ethical, and will not breach any laws nor infringe the rights of any third party.
  5. Client may request Untangled to obtain Professional Liability Insurance (PLI) covering the After Care Support Expert resolutions. Untangled and Client must work together with an agreed insurance provider to identify and obtain an insurance policy that satisfies the requirements of Client. The costs of such PLI will be charged to Client at cost.
  6. Client will and does indemnify Untangled from and against any claim made against, or any loss or damage (including legal costs) suffered by, Untangled arising out of or relating to the After Care Support Expert resolutions and the Client Content. “Client Content” means all information, materials, systems, software, data, text, designs, and documents, provided by or on behalf of the Client to Untangled.
  7. To the extent permitted by law, neither party shall be liable to the other party, whether in contract, tort or otherwise for any types of special, indirect or consequential loss or damage (including without limitation loss of profit, arising under or in relation to this Agreement.
  8. All limitations on liability do not apply in cases of illegal or immoral acts, fraud, theft, willful misconduct and/or clear malevolent intent by either Party.

7) PRICING & ASSOCIATED FEES/ COSTS

  1. Support Plus
    A one-time payment plan of $200 which will include:

    1. 10 Tickets valid for 12 Months in conjunction with the Fair Use Policy
    2. Untangled After Care Support Services will use 1 ticket per incident
    3. End to end resolution guaranteed
    4. Service Level Commitment
    5. Assistance and Support to be provided via mediums: Chat, Email, Phone, Remote Access
  2. Support Pro
    An annual plan, with monthly payment plan of $150 which will include:

    1. Unlimited tickets in conjunction with the Fair Use Policy
    2. Untangled After Care Support Services will use 1 ticket per incident
    3. End to end resolution guaranteed
    4. Service Level Commitment
    5. Assistance and Support to be provided via mediums: Chat, Email, Phone, Remote Access

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