Syvantis Services & Use Agreement
Please read this Services and Use Agreement (“Terms”) carefully before using the Syvantis website (www.syvantis.com) operated by Syvantis Technologies, Inc. (“us”, “we”, “our”, or “Service Provider”), and before using any other Service as defined in a Master Services Agreement (“MSA”), Subscription Services Agreement (“SSA”), Statement of Work (“SOW”), or applicable addendums and agreements, provided by Syvantis Technologies, Inc.
Your access to and use of the Service, including access that you grant to your employees or third-party vendors, is conditioned upon your acceptance and compliance with these Terms. These Terms apply to all visitors, users, and others who with access or use the Service.
By accessing or using the Service, you agree to be bound by these Terms. If you disagree with any part of the Terms than you do not have permission to access the Service.
This Services and Use Agreement was originally created on January 1, 2014 and was last revised on October 10, 2018.
“Agreement” means this agreement (including Master Services Agreement) and any amendments to either this agreement or the Master Services Agreement;
“Application” means any software that is supported or hosted by Service Provider;
“Business Day” means any week day, other than a bank or public holiday in the United States.
“Business Hours” means the operating hours maintained by the Service Provider, as specified on the Contact Us page of its website.
“Charges” means the amounts payable by the Client to the Service Provider under or in relation to this Agreement (as set out in the Master Services Agreement);
“Confidential Information” means any information disclosed (whether disclosed in writing, orally or otherwise) by one party to the other party that is marked as “confidential”, described as “confidential” or should have been understood at the time of disclosure to be confidential;
“Control” means the legal power to control (directly or indirectly) the management of an entity (and “Controlled” will be construed accordingly);
“Force Majeure Event” means an event, or a series of related events, that is outside the reasonable control of the party affected (including failures of or problems with the internet or a part of the internet, hacker attacks, virus or other malicious software attacks or infections, power failures, industrial disputes affecting any third party, changes to the law, disasters, explosions, fires, floods, riots, terrorist attacks and wars);
“Hourly Rate” means the Service Provider’s standard hourly labor rate, which may vary from time to time;
“Effective Date” means the date specified as such in the Master Services Agreement;
“Intellectual Property Rights” means all intellectual property rights wherever in the world, whether registered or unregistered, including any application or right of application for such rights (and the “intellectual property rights” referred to above include copyright and related rights, moral rights, database rights, confidential information, trade secrets, knowhow, business names, trade names, domain names, trademarks, service marks, passing off rights, unfair competition rights, patents, petty patents, utility models, and rights in designs);
“Personal Data” means data relating to a living individual who can be identified from those data, or from those data and other information which is in the possession of, or is likely to come into the possession of, the data controller;
“Prohibited Content” means material which breaches any applicable laws, regulations or legally binding codes, or infringes any third party Intellectual Property Rights or other third party rights, or may give rise to any form of legal action against the Service Provider or the Client or any third party; pornographic or lewd material; and messages or communications which are offensive, abusive, indecent or obscene, are likely to cause annoyance, inconvenience or anxiety to another internet user, or constitute spam or bulk unsolicited mail;
“Support Services” means the services detailed in Section ;
“Term” means the term of the Master Services Agreement as defined in Section ;
2. Support Services
2.1. The Service Provider will make available, on Business Days and within Business Hours, a telephone and email helpdesk facility for the purpose of providing support to you (and the Service Provider's other Clients). The Service Provider will use reasonable endeavors to respond to requests for support within the response times designated in this Agreement.
2.2. The Technical Help Desk will be staffed during Business Hours on Business Days and can be reached by emailing the Syvantis Support Desk or calling 800-450-8908.
2.3. Help Desk response times are governed by the severity of the technical issue. Each support request is independently triaged for its business effects and is assigned a severity level as follows:
Business Critical: Entire system is down, and no users are able to perform work. Service will begin in 1-2 business hours.
User Critical: One user is unable to access the system to perform their work and workarounds are unavailable. Service will begin in 1-4 business hours.
Priority: Users are unable to access certain non-primary functions in their system and there is no work around. Service will begin within 8 hours.
Standard: Users are unable to access certain non-primary functions, but there is a work around. Standard cases are also used for all user adds and security changes, as well as other basic service requests. Service will begin within 1-2 business days or as scheduled.
3. Use of Subscription Services
3.1. The Service Provider grants the you the right to access and use the Subscription as detailed in this Agreement. The Service Provider reserves all other rights.
3.2. You and your End Users may only use the Subscription in accordance with this Agreement. Software may not be reverse engineered, decompiled, or disassembled. You and your End Users may not attempt to work around technical limitations in the Software, except to the extent applicable law permits it.
3.3. You may not disable, tamper with, or otherwise attempt to circumvent any billing mechanism that meters its use of the Subscription.
3.4. You may not rent, lease, lend, resell, transfer, or otherwise host the Product, or any portion thereof, to or for third parties except as expressly permitted in this Agreement or the Master Services Agreement.
3.5. You are responsible for your End Users’ use of the Product in accordance with this Agreement.
3.6. You are solely responsible for the content of your Data. The Service Provider will not assume any obligations with respect to your Data or your use of the Product other than as expressly set forth in this agreement or as required by applicable law.
3.7. You are responsible for maintaining the confidentiality of your End User credentials. You are obligated to immediately notify the Service Provider about any possible misuse of your accounts or authentication credentials, or any security breach of incident related to its use of the Subscription.
3.8. The Service Provider reserves the right to suspend your use of the Subscription if:
It is reasonably needed to prevent unauthorized access to your Data;
You violate the Payment Terms outlined in this Agreement, the Master Services Agreement, or applicable addendums;
You or your End Users fail to abide by the Acceptable Use Policy or other Terms of the Agreement.
4. Client Responsibilities
4.1. You and your organization will provide to, or procure for, the Service Provider any:
Support, advice, information, and documentation required to operate the Service;
Full remote access to applicable servers to freely perform work and testing outside of normal business hours;
Third party cooperation, such as software vendors and outside IT companies;
Licenses and downloads of third-party software as required; and
Governmental, legal or regulatory licenses, consents or permits which are necessary to enable the Service Provider to discharge its obligations under this Agreement.
4.2. The Services are provided to you, the Client, only, and you may not resell the Services to any third party.
4.3. You guarantee that signatories are specifically authorized to consent on behalf of the Client and above the age of 18, and that the information provided is accurate, complete, and current. Inaccurate, incomplete, or obsolete information may result in suspension of the Service.
4.4. You are responsible for maintaining the confidentiality of your accounts and any passwords, including but not limited to the restriction of access to employee computers and/or accounts. You agree to accept responsibility for any and all activities or actions that occur under your users’ usernames and with their passwords, whether that password is with our Service or a third-party service. You must notify us immediately upon becoming aware of any breach of security or unauthorized use of any of your accounts.
5. Service Provider Responsibilities
5.1. Service Provider responsibilities and/or requirements in support of this Agreement include
Meeting response times associated with service related incidents.
Appropriate notification to Customer for all scheduled maintenance.
Performing its obligations under this Agreement with reasonable care and skill in accordance with commercially reasonable standards of practice in the industry.
6. Purchases, Charges, and Payments
6.1. If you wish to purchase any product or service made available through the Service ("Purchase"), you may be asked to supply certain information relevant to your Purchase including, without limitation, your credit card number, the expiration date of your credit card, bank account (ACH) information, your billing address, and your shipping information.
6.2. You represent and warrant that:
You have the legal right to use any credit card(s) or other payment method(s) in connection with any Purchase.
The information you supply to us is true, correct and complete.
6.4. We reserve the right to refuse or cancel your order at any time for reasons including but not limited to product or service availability, errors in the description or price of the product or service, error in your order or other reasons.
6.5. We reserve the right to refuse or cancel your order if fraud or an unauthorized or illegal transaction is suspected.
6.6. Some parts of the Service are billed on a subscription basis ("Subscription(s)"). You will be billed on a recurring and periodic basis ("Billing Cycle") using a credit card or ACH. Physical checks will not be accepted for subscriptions. Billing cycles are determined by your Master Services Agreement and applicable addendums.
6.7. At the end of each Billing Cycle, your Subscription will automatically renew under the exact same conditions unless you cancel it or Syvantis Technologies, Inc. cancels it, or unless alternative Terms are provided in the Master Services Agreement and applicable addendums. You may cancel your Subscription as per the notification procedures specified in the Subscription Services Agreement.
6.8. A valid payment method, including credit card or ACH banking information, is required to process the payment for your Subscription. You shall provide Syvantis Technologies, Inc. with accurate and complete billing information including full name, address, state, zip code, telephone number, and a valid payment method information. By submitting such payment information, you automatically authorize Syvantis Technologies, Inc. to charge all Subscription fees incurred through your account to any such payment instruments.
6.9. Should automatic billing fail to occur for any reason, Syvantis Technologies, Inc. will issue an electronic invoice indicating that you must proceed manually, within a certain deadline date, with the full payment corresponding to the billing period as indicated on the invoice.
6.10. If, for whatever reason, payment of the Fee for any subscription is not received by the last day of the month of service, Service will be suspended until payment and all applicable finance charges are collected in full. Syvantis Technologies reserves the right to suspend all services for non-payment of invoices over 30 days.
6.11. The Service Provider will issue non-recurring invoices on a semi-monthly basis for services provided during the applicable semi-monthly period.
6.12. If you specifically request that billable work be performed outside of normal working hours, you agree to be charged at an additional after-hours rate of 40% more than the normal working hours rate. If the requested work would normally be included in an otherwise non-billable service (such as work that is covered under an Addendum to the MSA), you will be charged an hourly rate of 40% of the standard hourly billing rate.
6.13. If there are increases or decreases to the number, or changes to the number of users, applications, or other covered items, Charges will be adjusted according to the pricing in the Master Services Agreement and Subscription Service Agreement, and any changes to charges will commence the following month. You must notify Syvantis Technologies, Inc. in writing of user or device deductions no later than the 25th of the month prior to the change or you will be billed for the following month.
6.14. Certain refund requests for Subscriptions may be considered by Syvantis Technologies, Inc. on a case-by-case basis and granted in sole discretion of Syvantis Technologies, Inc.
6.15. The Service Provider may elect to vary the Hourly Rate as per its normal billing rates procedures.
6.16. Subscriptions will automatically renew at the end of the Term specified in the Subscription Services Agreement, unless you provide notice of intent to end the Subscription at least 60 days in advance of the renewal date.
6.17. If the Subscription includes a non-profit offering, you agree to meet respective eligibility requirements set forth by Microsoft.
7. Data Protection
7.1. You warrant that you have the legal right to disclose all Personal Data that you disclose to the Service Provider under this Agreement, and that the processing of that Personal Data by the Service Provider for the purposes of and in accordance with the Terms of this Agreement will not breach any applicable laws.
8.1. We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material, we will provide at least 30 days’ notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion. Changes are not meant to be to the detriment of any Client.
8.2. By continuing to access or use our Service after any revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, you are no longer authorized to use the Service.
9. Contact Us
9.1. If you have any questions about these Terms, please contact us.
Addendum A: Services Details
1. Syvantis GP Online
1.1 With Syvantis GP Online, Dynamics GP is installed in Microsoft’s Azure Cloud, and accessed remotely via the Dynamics GP Web App, Classic App, or Remote Desktop.
1.2 The following are not Support Incidents and are separately billed at standard billing rates:
Implementation of new Dynamics GP features or modules;
Implementation of new ISV features or modules;
Training that is more than one hour in duration;
Data integrations, migrations, or imports;
Setting up a new company;
Microsoft support requests;
Account or Financial Statement reconciliations;
Workstation, printer, or other device support;
Creation of new SSRS Reports, Smartlist Reports, Management Reporter Reports, KPI’s, Word Templates, or other specialized reporting; and
1.3 All Dynamics GP Upgrades and Service Packs are included. The Client will direct the timing of Upgrades and Service Packs, depending upon business needs and schedules. Upgrades and service packs are dependent upon availability of other integrated applications and other technical factors, so the installation of upgrades and service packs may be delayed. Upgrades may change system functionality and/or pricing due to Microsoft licensing changes. We may require an upgrade to a current version of Dynamics GP in a situation where the client’s version is no longer supported.
1.4 Access to GP Online can be obtained in three ways:
Through the Dynamics GP Web App;
Through the Classic App, which is delivered via Microsoft’s Remote App technology (additional charge); and
Through Microsoft’s Remote Desktop (additional charge).
1.5 GP Online includes 5 live companies, 1 test company (with your company data), and up to 10 GB of Dynamics GP data storage. Additional companies and storage can be obtained for an additional fee as published on the current website’s Apps page.
1.6 User adds, moves, and changes may be made through support requests to the Tech Help Desk. The Client must notify Syvantis Technologies in writing of user or device deductions no later than the 25th of the month prior to the change or Client will be billed for the following month.
1.7 Our Subscription and Hosted Owned plans include unlimited Tech Help Desk. Tech Help Desk includes user adds, moves, and changes as well as assistance accessing GP Online. Workstation, printer, or other device support is not included in Tech Help Desk. While we are happy to assist you with PC related issues, such services will be separately billed at our standard billing rates.
1.8 Dynamics GP application availability is governed by Microsoft’s Azure SLA, available on https://windowsazure.com.
2. GP OnPremise Services
2.1 With Syvantis GP OnPremise, Dynamics GP is installed on the Client’s local servers and maintained by the Client’s IT staff.
2.2 GP OnPremise Support includes 5 annual support incidents, upgrades, and service packs as outlined in Sections [1.2], [1.3], and [1.4] of Addendum A.
3. Help Desk
3.1 The Tech Help Desk is staffed during Business Hours on Business Days, and can be reached by emailing our support desk or calling 800-450-8908.
3.2 Help Desk response times are governed by the severity of the technical issue. Each support request is independently triaged for its business effects and assigned a severity Level as follows:
Business Critical: Entire system is down and no users are able to perform work. Service will begin in 1-2 business hours.
User Critical: One user is unable to access the system to perform their work. Service will begin in 1-4 business hours.
Priority: Users are unable to access certain non-primary functions in their system and there is no work around. Service will begin within 8 hours.
Standard: Users are unable to access certain non-primary functions, but there is a workaround. Standard is also used for all user adds and security changes, as well as other basic service requests. Service will begin within 1-2 business days or as scheduled.
4. Standard Billing Rates
4.1 Syvantis Standard Billing Rates are determined based upon the skill level of the Consultant, and are revised from time to time as business needs change.
Addendum B: Implementation
1. Fixed Price Implementations
1.1 Syvantis offers four fixed price implementation options:
Financial Management with Project Accounting; and
Inventory Management with Project Accounting.
1.2 The fixed price implementation options are suitable for most small businesses or divisions of large enterprises that do not have specialized reporting or customization needs. Fixed Price Implementations generally include:
Rapid Implementation Project Plan
Accounting System Design Document
Chart of Accounts Consulting
Customer, Vendor, & Inventory numbering methodology
Account, Customer, Vendor, and Items migration
Open AR, AP, and Item Quantities transaction migration
Standard P&L and Balance Sheet
Customized training sessions
Customized training materials
Post go-live Support
Assistance with first bank reconciliation
Month-end procedures recommendations
1.3 Fixed Price Implementations do not include any additional consulting or services other than those specifically identified in Section [1.2]. Examples of non-included services include (but are not limited to):
Import data manipulation
Imports of historical data
BOMs or Kitting
More than one Bill To or Ship To Address per Customer or Vendor
Consolidated Financial Statements
Sales Order Processing
Imports of Contracts, Projects, Cost Categories, or Fees
Migration of open projects
Importing of open Sales Orders or Purchase Orders
Any services included in the Dynamics GP Apps offerings on the website.
1.4 Clients requiring any items not specifically included in Fixed Price Implementations may request customized pricing from a Syvantis Consultant.
2. Customized Implementations
2.1 Any implementation that is not a Fixed Price Implementation is treated as a Customized Implementation. Syvantis Technologies performs numerous Customized Implementations, and a Syvantis Consultant can provide specific pricing.
Addendum C: Office 365 and Exchange Tier 1 Support
1. Agreement Inclusions
1.1. The following services are provided by the Service Provider if the Client has signed a Subscription Services Agreement for Office 365 and Exchange Tier 1 Support, and if the Client’s account is in good standing:
Office 365 user account setup
Office 365 user removal and/or deactivation
Office 365 user password changes
Addition of Office 365 users to existing distribution groups
Office 365 alias creation
Subscription Services Agreement contract management
Basic troubleshooting and diagnosis of Office 365 and Exchange Online issues via email support
Written declaration of intention to move to billable support, as necessary
2. Agreement Exclusions
2.1. The following services are not included with the Subscription Services Agreement for Office 365 and Exchange Tier 1 Support. Unless these services are included as part of an additional contract between the Service Provider and the Client, the Client agrees to be billed on a time and materials basis for all requests pertaining to the following:
Any form of remote support of Office 365 applications, including remote support via phone or remote desktop sharing
Any new customizations to any Office 365 programs or systems
Workstation, printer, or other device support
Support for Office desktop applications
Support for SharePoint Online or OneDrive for Business
Support for Skype for Business for PSTN calling
Support for Microsoft Dynamics 365 applications
Support for any customizations not made by the Service Provider
Distribution group creation
External user management, meaning any contacts that are not users in the Client’s Office 365 environment
DNS or domain name issues
Calendar resource creation (conference room setup)
Ongoing training of any kind
Any other support not included in the Inclusions section of this Agreement