Specific terms and conditions of the computer equipment maintenance service

Last version dated January 1, 2023

I.- Purpose

Under the Contract, DIVERSITY agrees to provide the Client with hardware, software, and network maintenance services, as set forth in Section 2.2, hereinafter referred to as the “services”, on the terms and conditions set forth in the Contract and all its annexes.

II.- General terms and conditions of service provision

2.1. The services will be provided under the following general terms and conditions.

2.1.1. DIVERSITY shall be responsible for the quality of the work developed with the diligence required of an expert company in the realization of the services object of the Contract.

2.1.2. DIVERSITY undertakes to manage and obtain, at its own expense, all licenses, permits and administrative authorizations that may be necessary for the provision of the services.

2.1.3. DIVERSITY shall be responsible for all taxes, regardless of their nature and character, that may arise as a result of the Contract, as well as any physical and legal operations that may be involved, except for the Value Added Tax (VAT) or its equivalent, which DIVERSITY shall pass on to the Client through its invoices.

2.1.4. DIVERSITY shall maintain confidentiality regarding the information provided by the Client for the execution of the Contract or which, due to its nature, must be treated as such. Information that is disclosed by the Client or that must be disclosed in accordance with the law or a court order or competent authority shall not be considered confidential. This obligation shall remain in force for a period of three years from the end of the service.

2.1.5. In the event that the provision of services involves the need to access personal data, DIVERSITY, as data processor, is obliged to comply with Law 15/1999, of December 13, on the Protection of Personal Data and Royal Decree 1720/2007, of December 21, which approves the Regulation for the development of Organic Law 15/1999 and other applicable regulations.

DIVERSITY shall therefore be liable for any infringements it may commit in the event that it uses personal data for another purpose, communicates them to a third party, or uses them irregularly, as well as when it does not adopt the corresponding measures for the storage and custody of such data. To this end, it undertakes to indemnify the Client for any damages and losses suffered directly or for any claim, action or procedure resulting from DIVERSITY’s non-compliance or defective compliance with both the Contract and the regulations governing the protection of personal data.

DIVERSITY shall adopt the necessary technical and organizational measures to guarantee the security of personal data and prevent their alteration, loss, treatment or unauthorized access, taking into account the state of technology, the nature of the data stored and the risks to which they are exposed, whether they come from human action or the physical or natural environment. For this purpose, DIVERSITY shall apply the security levels established in Royal Decree 1720/2007 according to the nature of the data in question.

2.1.6. DIVERSITY shall be responsible for the correctness and accuracy of the documents provided by the Client in execution of the Contract and shall promptly notify the Client when an error is detected so that appropriate corrective measures and actions can be taken.

2.1.7. DIVERSITY shall be liable for any damages and losses arising for the Client and for any claims that a third party may make, directly resulting from errors by DIVERSITY or its personnel in the execution of the Contract or resulting from the lack of diligence referred to above.

2.1.8. The obligations established for DIVERSITY by this clause shall also be binding on its possible employees, collaborators, both external and internal, and subcontractors, so that DIVERSITY shall be liable to the Client if such obligations are breached by such employees.

2.2. DIVERSITY will provide services under the following specific terms and conditions:

a) Hardware Maintenance

1. Preventive maintenance that includes a periodic detailed review of the proper functioning of the hardware equipment in all its components, which are agreed upon at any given time between the Client and DIVERSITY and may vary in nature and number throughout the term of this contract prior agreement of the parties.
2. Corrective maintenance that includes the cost of replacing both internal and external components that fail in the equipment.
3. Installation of other additional devices for overall performance and security improvement.
4. The repair of printers or other elements such as televisions, mobile phones, electro-medical equipment, etc., is not included.
5. The costs of spare parts, new equipment, and/or peripherals are not included within the stipulated services. These may be purchased by the Client, or with the prior consent of the Client, by DIVERSITY, which will pass on their cost to the Client. In the event that they are purchased by the Client, DIVERSITY will not be responsible for any possible incompatibilities they may cause with the current equipment.

b) Software maintenance

1. Preventive maintenance of installed software that includes the review of critical parameters of equipment and network. Installation and maintenance, including updates, of the antivirus system, as well as installation and maintenance of the backup system.
2. Corrective maintenance that includes software reinstallation in case of anomalies in operation, as well as data recovery from backups in case of loss.
3. Configuration of already installed software.
4. Updating and installation of additional licensed software. This includes both operating system updates and updates of different applications installed on each device.
5. License costs, both periodic and indefinite, are not included. These can be acquired by the Client or, with prior consent from the Client, by DIVERSITY, which will pass on the cost to the Client. In case they are acquired by the Client, DIVERSITY will not be responsible for any possible incompatibilities they may cause with the current equipment.

c) Network maintenance

1. Preventive maintenance that includes monitoring the basic parameters of the network to ensure its proper dimensioning.
2. Configuration and optimization for proper communication between equipment connected to the local network, as well as all peripherals connected to it.
3. Verification of cabling in equipment and peripherals, including replacement if necessary and labor involved.
4. Corrective maintenance that includes reconfiguring hardware and software of the local network after system failure or other incidents.
5. Generalized laying of new cabling is not included and must be budgeted separately if such intervention is required.
6. The costs of spare parts, new equipment and/or peripherals are not included in the services stipulated. These may be purchased by the Client or, with the prior consent of the Client, by DIVERSITY, which will pass on the cost to the Client. If purchased by the Client, DIVERSITY will not be responsible for any possible incompatibilities they may cause with the current equipment.

2.2.1. DIVERSITY will generally use the following means and inspections: Remote connection programs between computers, remote service, component verification programs, manual inspection and verification, as well as computer status analysis programs.

2.2.2. Services will be provided at the Client’s headquarters, on-site service, and on all components of their computer systems without a limit of times per month, during a schedule of 09:00 to 14:00 and 16:00 to 18:00 hours, and may be carried out at other times when necessary to carry out maintenance tasks that require the presence of technical personnel. In case more monthly visits are necessary not attributable to the action of DIVERSITY, they may be invoiced according to the parameters established in section 4.2.

2.2.3. DIVERSITY will periodically monitor main systems, desktop computers and servers, updates for all equipment, antivirus, email, and backups.

2.2.4. DIVERSITY is obligated to provide the necessary services for the correct functioning of the Client’s computer system. These services include carrying out any necessary operations for the correct functioning of the equipment or systems included in this contract, provided that they are not due to improper handling.

2.2.5. The Client will facilitate DIVERSITY’s work at all times, including assigning them a module with a computer system at their headquarters.

2.2.6. The Client will designate all hardware elements, with their brand and serial number for identification as part of this contract.

2.2.7. The cost of any component that DIVERSITY must replace or install will be the responsibility of the Client. DIVERSITY is not responsible for damages that may occur due to improper handling of components performed by third parties, without any connection to DIVERSITY.

2.2.8. Products that are covered by the manufacturer’s warranty must be repaired by their technical service. DIVERSITY will only be responsible if it is a product supplied by them.

2.2.9. Consumables that DIVERSITY must replace will be the responsibility of the Client.

2.2.10. The Client agrees to use hardware and software components according to the manufacturer’s instructions and manual.

2.2.11. In no case will DIVERSITY maintain, install, or configure hardware without the necessary licenses and permits. DIVERSITY guarantees the client that all software installed on the client’s equipment or used to implement its functions is original, does not violate any law, right, or interest of any third party, especially those related to industrial and intellectual property, and has the corresponding licenses of use.

2.2.12. DIVERSITY will make a quarterly on-site visit to verify the systems and check their operation, and will proceed to correct any anomalies, with prior knowledge by the Client.

2.2.13. When DIVERSITY deems it necessary, they will clean the systems of useless programs or cookies.

2.2.14. DIVERSITY will offer a technical assistance service called “NEEDS” continuously, where incidents that occur will be reported. Any incident will be communicated by the Client to DIVERSITY, through the technical assistance telephone, email, or other telematic means agreed by both parties, to proceed with its solution. The deadlines for solving incidents are stipulated in clause 6.4 of this Contract.

2.2.15. DIVERSITY will execute the Contract competently and professionally, fulfilling the required quality levels and diligently caring for the Client’s materials that they have to use as a result of the Contract.

III.- Use Policy

3.1. The Client is solely responsible for determining if the services that constitute the object of this Agreement meet their needs, so DIVERSITY does not guarantee that the contracted maintenance service will meet the specific needs of the Client.

3.2. The Client agrees to clearly and visibly state their identifying information and as the sole responsible for the contents, to display a notice of their contents regarding the Use Policy in an accessible manner.

IV.- Price and invoicing

4.1. The price of the Contract will be stipulated in each case and broken down in the particular contract of each Client.

4.1.1. The amount includes the number of computer equipment stipulated in the particular contract of each Client.

4.1.3. DIVERSITY may establish discounts that it deems necessary based on the volume of equipment contracted and the complexity of the work performed at any given time.

4.2. In the case of extraordinary interventions, presences required by the Client and whose origin is not attributable to DIVERSITY, not included in the bases of this contract, may be invoiced at a cost of €35/hour (thirty-five euros), with a minimum of one hour and a charge of €15 (fifteen euros) for travel expenses.

On special dates such as weekends, national, regional and provincial holidays, interventions will be invoiced at a cost of €65/hour (sixty-five euros), and a charge of €15 (fifteen euros) for travel expenses.

4.3. Payment of invoices will be made, after acceptance of the work by the Client, by bank transfer or by another means of payment agreed by both parties, within a maximum period of 30 (thirty) days from the date of receipt of the invoice to the current account of DIVERSITY that appears in the same.

4.4. Both the Client and DIVERSITY undertake to keep these amounts confidential, except with the express permission of the other party.

V.- Contract Duration

The duration of this Contract is monthly and indefinite from the date indicated in the Contract’s header. The Contract will automatically renew for monthly periods unless either party extends or terminates it. If the extension is initiated by the Client, they must notify at least 15 (fifteen) days prior to the end of the current monthly period. If initiated by DIVERSITY, they must notify their intention to terminate the functions stipulated in this Contract at least one natural month in advance.

VI.- Service Level Agreement (SLA)

6.1. All services provided by DIVERSITY will be carried out by specialized personnel in each field. DIVERSITY staff will come equipped with all necessary, appropriate, and updated materials to provide the services.

6.2. DIVERSITY undertakes to search for suitable personnel in case it considers that future requests from the Client cannot be satisfied with the maximum level of quality. In this case, it will inform the Client immediately, offering the most suitable alternatives in each case.

6.3. Failures or malfunctions of the services will be communicated to DIVERSITY at its premises through a phone call, email, or any other previously agreed telematic procedure.

6.4. Problems will be resolved within a maximum period variable depending on the nature of the incident, its severity, and complexity, as detailed below. In any case, DIVERSITY undertakes to follow a policy of maximum effort and use all resources at its disposal to solve any incident as quickly as possible.

1. Critical incident is understood as: incidents that significantly affect the Client within the framework of service provision, hindering the normal course of its commercial activity. For example, a total network failure that hinders or greatly hampers the normal course of a working day, such as a billing system failure.
2. A severe incident is understood as: incidents that moderately affect the Client within the framework of service provision, significantly hindering but not preventing the normal course of its commercial activity. For example, a failure in the appointment service that prevents its performance through computer processes, having to be carried out temporarily manually.
3. A minor incident is understood as: incidents that merely hinder the provision of services and can be performed by the Client through alternative means without causing significant delays in the usual workflow. For example, having to resort to another PC to open a certain document because the usual PC is failing.

The response time, that is, the time elapsed between the Client’s request and the first response and start of the necessary tasks by DIVERSITY, will take place within the following maximum periods.

1. Critical incident: on the same working day, within a maximum period of 4 hours.
2. Severe incident: on the same working day, within a maximum period of 12 hours.
3. Minor incident: within the following 24/48 hours.

The response time cannot guarantee the task completion time, which will always be the shortest and strictly necessary, since this will depend, except for negligence on the part of DIVERSITY, on the availability of necessary spare parts and the complexity of the problem that has arisen. DIVERSITY undertakes to explain the nature of the failure, the estimated time for resolution, and the tasks carried out once the problem has been resolved, hereafter referred to as “post-mortem”.

6.5. The state of the services will be reviewed quarterly by DIVERSITY to ensure their proper functioning.

VII.- Amendment

The parties may modify the contract by mutual agreement and in writing.

VIII.- Resolution

The parties may resolve the Contract, with the right to compensation for damages caused, in case of non-compliance with the obligations established therein.

IX.- Notifications

Notifications made by the parties must be made by registered mail or any other reliable means agreed upon by the parties, including email, to the postal addresses indicated in the header of this contract.

X.- Legal Regime

This contract is of a commercial nature, and there is no employment relationship whatsoever between the Client and the personnel of DIVERSITY who specifically provide the services.

Any dispute arising from this Contract or related to it, including any issue regarding its existence, validity, or termination, shall be resolved through legal arbitration, administered by the European Arbitration Association of Madrid (AEADE), in accordance with its current Arbitration Regulations. The Arbitration Tribunal designated for this purpose will be composed of a single expert arbitrator, and the language of the arbitration shall be Castilian Spanish. The place of arbitration will be Madrid.