On-boarding:
There are no on-boarding charges, however the Microsoft Defender set-up must meet the minimum standards as outlined in the on-boarding document. 

Off-boarding / Termination :
Off-boarding/termination is included at no additional charge.  All user access will be revoked and any e2e cloud service components containing customer data will be wiped and factory reset. Any customer data will be removed.  

Service lead time:
Typically, on-boarding commences within 10 working days from acceptance of order.  
Earlier on-boarding can be delivered if required and sufficient e2e resource is available.  
Note that there is typically a period of “tuning” once on-boarded, this usually runs for 2-4 weeks. 

Minimum term and notice period:
12 months, with monthly billing.  This contract auto renews for a further 12 months unless the customer gives a minimum 60 days’ notice of termination prior to the contract end date. 
e2e-assure Ltd reserve the right to terminate the contract, after the initial period, with a minimum of 60 days’ notice. 

Increases in user numbers:
Customer may flex +10% users on a monthly basis with no additional costs, if the user count is +10% or more for 3 or more months then e2e may increase the monthly billing appropriately.  There is no automatic right to reduce contracted user numbers but requests to do so will be assessed by e2e on a case-by-case basis. 

Average Response Time (ART):
Microsoft Defender Service Levels
Minutes                          Monitored        Managed
High                   ART      60                     30
Medium             ART      90                     60
Low                    ART      90                     60
Informational     ART      360                   240

There is a monthly fee credit for missing High alert category ART SLA in a given month, or PS time equivalent @ 10% monthly charge. If 3 months are missed in a row, customer has the right to terminate. 
Note: Average is calculated monthly per customer, based on all alerts we either close or surface to the customer (includes auto response from Defender or e2e) 
If e2e baseline for Defender configurations is not met nor cyber security best practice or policies followed, then SLAs are not applicable. 
Resolution is customer's responsibility 
SLAs are dependent upon a minimum number of alerts being generated 
Alert categorisation from Microsoft Defender (e2e is not responsible for mis-categorisation by Microsoft Defender) 
e2e may re-categorise upwards based on e2e knowledge base 
ART calculation based on both manual and automated responses (Microsoft & e2e) 

Increase in monitored / managed services:
Customers may add additional Microsoft Defender services, over and above Defender for Endpoint, at any time through the contract and the monthly billing will be adjusted accordingly.  Additional services will co-terminate with the original contract date.  Services, once provisioned, will be chargeable until the contract end date. 
Customers may move up from the Monitored service to the Managed service on the above terms but may not downgrade. 

Early exit charge:
Total value of initial contract must be paid in full.  

Customer responsibilities:
Providing contact details for alerts and reports, this is managed through Microsoft Teams, so require the customer to Federate their Teams instance, either generally or specifically to e2e-assure.   
The control and management of end users of the service. 
Provision of appropriate access as detailed in the on-boarding requirements.  
Customer must allow e2e baseline configuration of Microsoft Defender tools for SLAs to be valid. 
Customer must follow security best practices and policies for SLAs to be valid. 

Service resilience:
e2e-assure Ltd operate MDS out of dual UK datacentres, geographically separated.   

Uptime Service Level:
e2e-assure Ltd uptime is guaranteed at 99.9% availability. 
Monthly fee credit for missing Uptime SLA in a month, or PS time equivalent is @ 10% of the monthly charge.  3 months miss in a row, right to terminate. 
Note:  Microsoft Defender uptime SLA is 99.9% 

Miscellaneous Provisions:  
a) Neither party will be liable for failure to fulfil its obligations, other than the obligation to pay for services, when due to causes beyond its reasonable control.  Any failure or delay by either party in exercising any right or remedy will not constitute a waiver.  
b) This Agreement shall be governed by English law.  
c) This Agreement is the entire agreement between the parties for the specified services and, except for documents that may be expressly “incorporated by reference” in the front page(s), it supersedes all prior proposals and agreements, both written and oral and any other written and oral communications between the parties. Neither party is entering into this Agreement on reliance on any representations except the representations expressly herein. Nothing in this clause shall be considered as excluding or limiting the liabilities of either party in the case of a fraudulent misrepresentation. If any document expressly incorporated by reference in the front page(s) conflicts with any terms of this Agreement, the terms of this Agreement shall control. Each provision is severable and if any provision is declared invalid, the remaining provisions will remain in full force and effect. This Agreement may be modified for e2e-assure Ltd only by a writing signed by a duly authorised representative of e2e-assure Ltd.  
d) Neither Party may assign this Agreement without the prior written approval of the other which will not be unreasonably withheld. The client may authorise any of its subsidiaries to exercise and perform on its behalf all or any of its rights and duties under this Agreement and e2e-assure Ltd may assign the right to receive payments, without the Client’s consent. e2e-assure Ltd will recognise and cooperate with the subsidiary as if those subsidiaries were the Client.  Any authorised subsidiaries of the Client will be subject to the same rights and duties under this Agreement as if they were the Client. Any assignment or transfer prohibited by this provision will be void.  
e) No legal action, regardless of its form, related to or arising out of this Agreement, may be brought by either party more than two years after the cause of action first accrued.  

Liability:
e2e-assure Ltd will not be liable for: 
(a) any incidental, indirect, special or consequential damages, including lost profits;  
(b) claims, demands or actions against the Client by any person;  
(c) any loss or claim arising out of or in connection with the Client’s implementation of any conclusions or recommendations contained in reports provided to the Client;  
(d) loss of or damage to the Client data from any cause; or  
(e) any claims, demands, or losses relating to or arising out of use of third party products or services not supplied by e2e-assure Ltd. e2e-assure Ltd entire liability and the Client’s exclusive remedy for any other damages, whether arising in contract or tort, will with the exception of death or injury resulting from its or its agents or subcontractor’s negligence shall not exceed the charges paid to e2e-assure Ltd under this Agreement.  
Each party agrees that the indemnities and limitation of liability contained in this Agreement have been discussed, negotiated and agreed between the parties and satisfy the requirement of reasonableness within the meaning of sub-section 2(2) and Section 11 of the Unfair Contract Terms Act 1977.  

Ordering and Invoicing:   
Invoicing is monthly in advance by Purchase Order for full contract term or Direct Debit.  Maximum 30 days payment terms from date of invoice.  e2e-assure Ltd reserve the right to increase price by a minimum RPI at renewal date or notify of any additional price increase with a minimum of 70 days notice prior to renewal date. 

Resolution:
The parties shall attempt to resolve in good faith all disputes under the Agreement