Managed IT Services Terms & Conditions


The following definitions and provisions apply to all per-Employee, per-Workstation & Home Support flat-rate plans (Complete/Remote) provided by ProSource:

Service Descriptions:

Security and Protection Services:

ProSource shall provide remote support agents for all covered employee business assets, preventive monitoring, network security and uptime monitoring, managed business antivirus and malware products, backup monitoring and remediation activity, and workstation and server patching. ProSource will also provide a managed firewall for Client’s primary business location to ensure security protection and performance along with an on-premise backup appliance to backup (up to 4TB) critical client data. All monitoring services are 24x7 with regular patching activity on workstations no less than once weekly and server systems no less than once monthly. Optional: Security and Awareness training provides comprehensive instructional and compliance training for each covered staff person and is administered by ProSource through a partner LMS system with detailed client reporting and testing results.

Support Services:

ProSource shall provide a priority-based Service Level Agreement (SLA) and no limit support (governed by minimum standards and fair use below) for ALL general break/fix and Install/Move/Add/Change activity on a scheduled or requested interval by the Client. General break/fix computer support is inclusive of but not specifically limited to the following items: computer malfunction, virus/spyware removal, performance optimization, computer-connected peripheral troubleshooting, login and password problems, file and directory access, network print services, server system performance, backup and restore systems. A web-based service portal with email and telephone support are provided. Also included are network and server management, inventory and seed stock management, computer imaging and deployment, and emergency support (defined below) at no additional charge.

Reporting and Advisory Services:

ProSource shall provide regular system health and customer satisfaction reporting, maintain client records for managed client systems, computer software and hardware e-inventory, asset procurement and return services, 3rd party vendor coordination, project technical planning, hardware and software consulting.

vCIO/Strategic Services:

ProSource shall provide strategic technology planning (vCIO), general account management, establish security and infrastructure standards, provide technology alignment activity to maintain established standards, equipment lifecycle planning, and executive and performance reporting.

Minimum Technology Standards:

An onboarding assessment and the strategic services provided will allow ProSource to help the Client develop acceptable minimum technology standards aligned to meet short and long-term business objectives. The Client must endeavor to meet and maintain minimum technology standards based on these recommendations and regularly scheduled Client reviews. Failure to meet minimum standards increases support costs and dramatically impacts the Client’s employee experience. If remediation of an asset cannot be completed within a reasonable timeline established with the Client, ProSource reserves the right to reduce or eliminate support for the asset until it can be replaced or brought into compliance.

Minimum Operating Environment Requirements:

  1. All workstations must be running fully supported operating systems (currently Windows 8.1 or higher).
  2. All servers must be running fully supported operating systems (currently Windows Server 2012R2 or higher).
  3. All physical servers must have an active service contract with on-site support.
  4. All workstation and production server hardware must be less than 5 years old.
  5. All server and desktop software must be genuine, licensed and supported.
  6. Client has, and shall maintain all necessary licenses, permits, rights, consents, registrations, approvals and titles necessary.
  7. The environment must have a currently licensed, up-to-date and vendor-supported commercial antivirus solution protecting all servers, desktops, laptops and email (ProSource provided for each covered business asset).
  8. The environment must have a currently licensed, supported commercial backup solution that can be monitored and send notifications on job failures and successes (ProSource provided for one business location).
  9. Active and current application support agreements for ALL line of business (LOB) applications deemed critical for operational function.
  10. The environment must have a currently licensed, supported hardware firewall (ProSource provided for primary location).
  11. All wireless data traffic in the environment must be encrypted.

Service Element Definitions:


General break/fix items consist of a malfunction or non-function of a computer or network element inclusive of: error messages, virus/malware, connected peripheral problems, internet access, login and password problems, file and directory access, print services, and hardware failures for previously operational production systems. BREAK/FIX Qualification: If the computer/system was working and now is no longer working, it’s Break/Fix.


Install/Moves/Adds/Changes (IMAC’s) are non-break/fix related requests inclusive of but not limited to installation of new equipment or software, new users, changes to current users, hardware and software upgrades, infrastructure additions and upgrades, renovations, relocations, or changes to any system that is in a functional state but requires a service be performed so it can function or behave differently.


A project is special type of Install/Move/Add/Change defined as work outside of day to day general break/fix and maintenance including, but not limited to the following: office relocations, planned software and hardware additions, renovations, expansions, reconfigurations, network infrastructure upgrades or additions, wiring/cabling services or ANY IMAC qualified activity impacting 5 or more persons as part of the same activity.


Emergencies are defined as an event that causes grave impact or harm to an entire business unit or operating entity for which there is no acceptable workaround. Emergencies must cause significant impact financially or operationally to more than one person in a group to qualify for emergency service under SLA.

Service Levels and Penalties:

Service Level Agreement:

ProSource shall provide the following priority-based Service Level for all covered employee business activity with the following response times:

Service Level Agreement for Non-Emergencies:

ProSource shall respond to Client’s service request based on Client details provided and ProSource interpretation/qualification at the prescribed SLA Priority level set. On-Site support is provided (for Complete Plans) at ProSource discretion (not Client request) after remote assessment and escalations have been exhausted and client impact determined. Client notifications received after 1:00 PM may not be handled until the next business day.

Service Level Agreement for Emergencies:

ProSource shall respond to Client’s service request for Emergency Break/Fix qualified items within the Emergent(P1) response time after receiving notification. On-Site support is provided (for Complete Plans) at ProSource discretion (not Client request) after remote assessment and escalations have been exhausted and client impact determined.

Emergency and After-Hours Support:

Emergency service is only provided for Break/Fix problems meeting the Emergency definition criteria. Regular business and after-hours Emergency telephone/remote support is included for all service plans but must first be qualified by the ProSource staff. All emergency service requests MUST be telephoned into the ProSource Service Desk for proper documentation and escalation. Client email and web portal submissions for Emergency service requests received after 3:00 PM may NOT be handled until the next regular business day. For after-hours emergency assistance, a message MUST be left on the ProSource Emergency support voicemail (888-948-7767, Option 5) with specific Emergency qualifying details. A ProSource Solutions Engineer will receive this information, qualify the emergency, and make appropriate contact. ProSource shall be solely responsible for determining emergency qualification. If on-site service is covered and required, it will be scheduled for the next business day or as soon as practicable. All other after hours’ maintenance or project work requested must be scheduled with ProSource in advance and may be chargeable at an hourly or Project rate.

After-Hours Support Qualification:

Customers seeking after hours support must be experiencing a service affecting event impacting all business operations. Application Support is not provided after-hours. After Hours support requests must be received via the ProSource Emergency phone line. A voicemail must be left with a name, company name, email address, valid contact number and a brief description of the problem. The on-call technician will respond within the appropriate SLA window.

Missed Service Level Agreement:

If ProSource does not respond within the SLA time period for qualified service request, the Client shall receive a credit equal to the percentage of the missed service-level events divided by the total service-level events for the month on the next service billing interval. (eg: missed 3 events out of 20 possible = 3/20 or 15% service credit on next service invoice).

Accounting and Payments:

Client Census Reporting (per employee plans):

The Client is required to provide accurate employee census data when requested to ensure accurate invoicing. ProSource reserves the right to audit this data with active account information for other services provided and for covered assets managed. If reporting discrepancies exist, the Client must remediate to the discovered amount immediately or may be moved to a per-workstation model at the current pricing to ensure coverage is maintained for all employees. Covered assets are included as a component of managed services unless they exceed total employee count by more than 20%.

Time Recording:

All Project and Non-Project work (including automated solutions) are recorded in 15-minute increments for Remote work and 60-minute increments for On-Site work during ProSource’s regular business hours. All Project SOW’s will specify any variations of time accounting and service charge increments accordingly.

Accounting Period:

ProSource services are provided on calendar month boundaries and commence on the first day of the month and conclude on the last day of the month throughout the service term.


Client shall pay ProSource a pro-rated amount of the agreement upon execution. Subsequent payments for monthly agreement options will be made via auto-draft on credit card on or about the 25th of each month. Each payment must be paid in advance for the successive month. Invoicing will be provided along with any adjustments (usage or census changes) incurred from the prior month will be presented to the Client approximately the first 10 days of the subsequent month for payment/review. If payment is not received by the last business day of the month after receipt of invoice, all charges will be satisfied via the draft method on file. Late payments may be subject to a late payment fee and/or monthly interest charges if unpaid after 30 days. ProSource shall not be required to perform any work for Client if Client has any overdue invoices outstanding with ProSource.

Late Fee:

ProSource may charge a late fee of $50 for each payment received after the due date indicated on the invoice. This Late Fee shall be due when billed, and ProSource has the right to withhold services from Client until the amount has been paid in full.

General Provisions:

Agreement Term:

The term shall be for a period of 12 months from commencement date unless otherwise amended by specific client agreement/SOW.

Automatic Renewal:

This agreement shall automatically renew for the same term with current pricing on the anniversary date of this agreement unless Client provides written notification 60 days prior to expiration indicating non-renewal intention.


All Terms and Conditions contained in this document are subject to change from time to time with a 30-day written notice to affected parties and are expressly governed by ProSource Master Service Agreement (incorporated herein). A copy of the ProSource Master Service Agreement and any changes to this document may be obtained and referenced in correspondence (electronic or otherwise) by email to: or telephone number: 407-401-9259 during regular business hours. Any changes posted to Terms and Conditions will deemed to be accepted by Client with continued use of services beyond the effective date of change.

Minimum Monthly Recurring Charge (MMRC):

Client agrees that the recurring charge for monthly services are NOT permitted to drop below original contracted amount or 75% of any incremental adjusted amount (whichever is greater) during service term. If a new contract is executed, charges or terms may be amended to meet prior revenue agreement.

Fair Use:

ProSource provides a high-quality, no limit strategic approach to IT per covered Client employee. ProSource carefully tracks usage and support trending per covered employee and asset to ensure reasonable industry guidelines are maintained and standards are followed. The Client has a responsibility to ensure each employee uses the provided services in a manner consistent with job responsibilities. Limited employee support that exceeds 1 hour per month will be automatically upgraded to the standard employee rate. ProSource provides limited computer usage training and application support. Excessive use of support resources for “How To” type questions or administrative training are NOT covered or considered support in nature.


The following items are specifically excluded from this agreement and are billable at applicable hourly, vendor or project rates:

  1. Parts, equipment or software not covered by vendor/manufacturer warranty or support.
  2. The cost of any needed parts, equipment, or shipping charges of any kind.
  3. The cost of any software, licensing, or software renewal or upgrade fees of any kind.
  4. The cost of any 3rd party vendor/manufacturer support, service or incident fees of any kind.
  5. The cost to bring client’s environment up to minimum standards required for services.
  6. Direct application support for ANY hardware or software product not expressly included in ProSource provided services.
  7. Failures due to acts of God, building modifications, power failures or other adverse environmental conditions or factors.
  8. Service and repair made necessary by the alteration or modification of equipment other than that authorized by service provider, including alterations, software installations or modifications of equipment made by Client’s employees, contractors or anyone other than ProSource.


Either party may terminate this agreement at any time and for any reason with 30-day written notice. For client terminations, the contract principal or business owner is required to initiate any service cancellation. An Early Termination Fee (ETF) applies equal to the average monthly service amount for the preceding 3 months (or immediate prior month if less than 3 months) multiplied by the remaining months in the term. This fee is due and payable in its entirety at the conclusion of the termination period unless prior arrangements are made in writing with ProSource. All payments must be received in full prior to any coordinated release of ProSource managed information or transfer of services to any other party. Any service terminations not aligned with Accounting periods (partial month) will be adjusted to the last day of the month following the 30-day notice. Client is responsible for any charges incurred during the last month of service. All other termination terms are provided by the ProSource Master Service Agreement.

Third Party Products:

Any third-party (software) licensing or product with an annual commitment (O365, Security Training, software licensing) provided and invoiced by ProSource requires payment in full or must be transferred prior to any early termination.

Business Hours:

ProSource’s business hours are Monday – Friday from 8:00 AM until 5:00 PM EST, excluding national holidays. All work shall be performed by ProSource during regularly scheduled business hours except those qualified under Emergency after-hours support or scheduled appropriately with ProSource support staff.


All services provided by this agreement are for the Client only and may not be granted to any subsidiary, holding company or third-party of the Client.

Governing Law:

This Agreement shall be governed by the Laws of the State of Florida.

Attorney/Collection Fee:

If Client and ProSource have a dispute over this Agreement, then the prevailing party in any litigation shall be entitled to an award of attorney’s fees and/or collections fees.

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