Help Desk Services Terms of Use

Updated as of August 25, 2023

These Help Desk Services Terms of Use (“Terms“) govern your organization’s (“you” or “Customer”) use of Kaseya’s Help Desk services and related services and products (“Help Desk Services” or “Services”).  These Terms are made a part of, and governed by, the Kaseya Master Agreement (the “Kaseya Master Agreement”) entered into by you and Kaseya, Inc. and/or its affiliates (“Kaseya,” “us” or “we”).  The Kaseya Master Agreement and these Terms collectively are referred to as the “Agreement.” Capitalized terms not defined in these Terms have the meaning given to them in the Kaseya Master Agreement.  Help Desk Services are a type of “Professional Services,” as that term is defined in the Kaseya Master Agreement.  By purchasing or using the Services, you agree to be bound by the Agreement (i.e., the Kaseya Master Agreement and these Terms).  If you do not agree to the Agreement, neither you, nor your client (nor any personnel of either you or your client) may access or use the Services.

  1. Definitions

    In addition to the definitions set forth in the Kaseya Master Agreement, the following definitions shall apply.

    Authorized Personnel” means the employees or contractors of your organization whom you have registered under your Help Desk Services account or, if you purchase Help Desk Services on behalf of a client for whom you provide Managed Services, then registered to your client’s Help Desk Services account. Authorized Personnel are registered under a Help Desk Services account by (a) providing us with their name and telephone number, and; (b) installing RMM on all of their User Devices.

    Registered Devices” means a User Device which: (a) has RMM deployed on it and; (b) is assigned by your organization to Authorized Personnel. If you purchased Help Desk Services on behalf of a Managed Services client, the associated RMM services need to be assigned by you in your RMM account to the client for whom you purchased Help Desk Services.

    PSA” means a PSA solution that is supported by Kaseya for Help Desk Services. A list of supported PSA solutions is available through your IT Glue instance.

    RMM” means a Kaseya-branded remote monitoring service (such as Datto RMM or Kaseya VSA) as listed in your IT Glue instance.

    Supported Applications” are applications that are a type for which Kaseya provides Help Desk Services. A list or description of Supported Applications is set forth in your IT Glue instance.

    Supported Devices” are devices that are of a type for which Kaseya provides Help Desk Services. A list or description of Supported Devices is set forth in your IT Glue instance.

    Supported User Devices” are User Devices that are of a type for which Kaseya provides Help Desk Services.

    Supported Operating Systems” are operating systems that are a type for which Kaseya provides Help Desk Services. A list or description of Supported Operating Systems is set forth in your IT Glue instance.

    Help Desk Eligible Devices” is defined in Section 4(a).

    Help Desk Services” is defined throughout these Terms, and especially in Section 5.

    User Devices” are laptops, desktops and tablets used for the business purposes of the applicable organization that has purchased Help Desk Services.

  2. Services
    1. General
      1. Kaseya will provide the Help Desk Services only to Authorized Personnel and only with respect to Help Desk Eligible Devices. Authorized Personnel may request Help Desk Services via email or phone call, and such other modes of communication as Kaseya may allow for, in Kaseya’s discretion. Help Desk Services are provided in the English language only.
      2. Help Desk Services are for User Devices, as well as printers, scanner and other peripherals that are used by Authorized Personnel for the business purposes of the organization for which Help Desk Services have been purchased. Help Desk Services are not provided for an organization’s devices and equipment that are not directed at individual users (such as, for example, an organization’s shared servers or networks).
      3. Help Desk Services must be purchased for an organization’s personnel directly by that organization, or by a Managed Services provider as part of overall Managed Services to that organization. Help Desk Services may not be purchased by a reseller or distributor and resold to an organization in a low-touch or no-touch manner.
    2. Help Desk Service Fees and License Units.
      1. Help Desk Services are provided in exchange for Help Desk Service fees as set forth on the applicable Order. Onboarding and implementation fees may also apply and shall also be set forth on the applicable Order. Fees are based on the number of Supported User Devices covered by Help Desk Services (“License Units”) and are paid monthly in advance unless otherwise agreed to by you and Kaseya.
      2. If you purchase Help Desk Services for an organization, you must purchase a License Unit for each and every Supported User Device of each and every employee of that organization. In addition, you must purchase a License Unit for each and every Supported User Device for the organization’s contractors where the organization has deployed RMM on the contractor’s Supported User Devices.  For example, if your organization has 100 employees, zero contractors, and a collective 300 Supported User Devices that are used for that organization’s business, then you must purchase 300 License Units of Help Desk Services for that organization.
      3. Kaseya may, in its discretion, audit use of Help Desk Services and License Unit levels at any time, and you hereby agree to cooperate with such audit and promptly provide information as reasonable requested by Kaseya to perform the audit. If such audit reveals that the License Units purchased by your organization is below that which is required by the Agreement (including, subsection (b), above), Kaseya may automatically increase the number of License Units in your account to the required level, and you hereby agree to pay for such higher number of License Units as well as any true-up charges that Kaseya imposes for past periods during which License Units paid for were below the necessary level.
      4. The initial list of Authorized Personnel and Registered Devices will be set during onboarding of the Help Desk Services. If your organization wishes to remove or add to the list of Authorized Personnel or Registered Devices during the Help Desk Services subscription term (and if the Agreement allows for such removal), you may submit such request through PSA. You understand that it may take Kaseya up to one (1) business day to acknowledge and perform the changes in its systems for purposes of authenticating support requests. Additional purchases of License Units are subject to Section 6(g) of the Kaseya Master Agreement regarding the inability to decrease License Units during the relevant Committed Service Term. It is your obligation to manage the lists of Authorized Personnel and Registered Devices, and promptly remove RMM agents from those User Devices that you do not wish to be Registered Devices.
      5. License Units may not be transferred from one organization’s account to another. For example, if you provide Managed Services for multiple clients who have purchased Help Desk Services, you may not transfer License Units from one of those clients to another.
    3. Additional Required Subscriptions.
      1. Help Desk Services require active subscriptions for the following (“Additional Required Subscriptions”):
        • RMM, which will be used to determine licensing, authenticate, monitor, manage and support Help Desk Eligible Devices.
        • Kaseya’s IT Glue integration solution (“IT Glue”). Various details regarding your Help Desk Services and account will be available to you through IT Glue such as, for example: details regarding what types of support are covered by Help Desk Services; lists of Supported Applications, Devices and Operating Systems, and; Service Level Objectives.
        • PSA, which will be used for various Help Desk Service activities including: to lodge support ticket requests; to track support requests through the ticketing system, and; to request changes to lists of Authorized Personnel and Registered Devices. Information that you request or require regarding support incidents and tickets will be available to you through PSA.
      2. Additional Required Subscriptions (including, RMM, IT Glue and PSA) must be purchased separately, and the Help Desk Service fees do not include the fees for such subscriptions. Kaseya may refuse Help Desk Services based on your failure to have active subscription for Additional Required Subscriptions, and such refusal does not entitle you to terminate Help Desk Services.
      3. With respect to PSA solutions, some will be more fully integrated with the Help Desk Services than others, resulting in differences with respect to information available through the PSA solution. It is your responsibility to determine which PSA to subscribe to, and the level of integration that suits your needs. Kaseya may modify the list of integrated PSA solutions in its discretion.
      4. Any Additional Required Subscriptions that are not provided by Kaseya are Third Party Technology as that term is defined in the Kaseya Master Agreement, and Kaseya is not responsible for issues stemming from such solutions.
      5. Add-ons to Help Desk Services may require other Additional Required Subscriptions, as described by Kaseya in the Documentation for such Enhancements.
    4. Supported Devices and Registered Devices. Kaseya reserves the right to deny Help Desk Services with respect to a device if it is not both a Supported Device and a Registered Device (and if both have met, a “Help Desk Eligible Device”):
    5. Help Desk Service Details.
      1. Details regarding the type of support covered by Help Desk Services, as well exclusions to Help Desk Services coverage, are described in your IT Glue instance. Help Desk Services are divided into Level 1 and Level 2 services. In general, Help Desk Services cover the following still under the manufacturer’s warranty:
        • Supported Applications as listed in IT Glue, which, in general, are commonly used workstation software packages and applications (for example, web browsing applications, email clients, messaging applications, printer software, small business accounting packages and Microsoft Office);
        • Supported Devices as listed in IT Glue, which, in general, are commonly used workstation-connected peripherals (for example, keyboards, mice, printers and external storage), and;
        • Supported Operating Systems as listed in IT Glue.
      2. Kaseya may, in its discretion, provide support for uncommon applications, devices, and operating systems (such as those used in specific industry niches) on a case by case basis or as may be mutually agreed to by both you and Kaseya in a writing signed by both parties (such as, for example, on an Order). Kaseya will direct Authorized Personnel back to your organization for support that is not covered by Help Desk Services, and such shall be your responsibility.
      3. In Kaseya’s discretion, Kaseya may remove devices, applications, operating systems or support activities from the list of those that are Supported and thereby covered by Help Desk Services based on reasonable grounds such as, for example and not limitation: (a) a manufacturer’s end-of-support, or; (b) known issues, bugs, malicious code or vulnerabilities that render support problematic or potentially damaging.
      4. Your organization will be provided with its own direct dial number for Help Desk Services, and an email address that incorporates your organization’s email domain which can be used to forward support requests directly to Kaseya for Help Desk Services. If you are a Managed Service Provider and have multiple clients that use Help Desk Services, you will be given a different direct dial and email address for use by each of your clients. Support calls will be answered in the name of Kaseya unless you purchase custom-greeting(s) for an additional fee.
      5. Help Desk Services will be provided during those periods as set forth on your Order and in your IT Glue instance. If you have not purchased round-the-clock (i.e., 24/7/365) Help Desk Services, you agree to suppress email forwarding from Registered Devices to Kaseya’s technical support desk during those periods for which Help Desk Services have not been purchased. Any support provided based on an automatic alert sent to Help Desk Services or other request made during periods for which your organization does not have Help Desk Service coverage will be billed at Kaseya’s then-standard support time and materials rate.
      6. The Help Desk Services call-in number will be USA-based unless an international toll-free number is purchased for an additional charge. Help Desk Services will not place telephone calls outside of the United States (even if required to resolve a support request) if you have not purchased an international toll-free number.
      7. All Help Desk Services are provided remotely and require Kaseya’s ability to have remote access to Help Desk Eligible Devices. Kaseya is not liable or responsible for its failure to provide Help Desk Services due to its inability to access the Help Desk Eligible Devices remotely.
    6. Reporting and Review. On a monthly basis, Kaseya will provide you with a general report of Help Desk Services, which shall include the total number of tickets/calls lodged to Help Desk Services, how many support requests were escalated to Level 2, and how many support requests were referred back to your organization for resolution. Upon either party’s request, the other party shall participate in a meeting, no more than once a month and up to thirty (30) minutes, to review performance of Help Desk Services and related data such as, for example, support ticket volumes by type, resolution times and escalations.
    7. Your Responsibility and Cooperation. Accurate and timely Help Desk Services require your prompt participation and response, and potentially that of your clients and Authorized Personnel. Delays in a response can cause inaccuracies or inability to perform Help Desk Services. You and your organization agree to promptly provide the following cooperation and information to Kaseya, and undertake the following activities, so that Kaseya may provide prompt Help Desk Services to your organization. Kaseya shall not be responsible for any delay or failure to provide Help Desk Services where your organization does not meet the following or otherwise provide reasonable cooperation:
      1. Provide the names, contact details and roles of individuals responsible for various aspects support from your organization, including primary contacts for technical and administrative matters.
      2. Provide relevant details of the following with respect to your organization (categorized by site location, if applicable):
        • specific requirements, configurations or limitations related to applications or software used;
        • your backup strategy, including frequency, methods, storage locations, and retention policies;
        • internet connectivity setup, including primary and backup connections, failover mechanisms, and configuration details;
        • specifications and configuration details for LAN appliances and connections;
        • virtualization infrastructure, platforms used, configurations, and any specific requirements or considerations;
        • the wireless network setup, including access points, SSID configurations, encryption methods, and security protocols employed;
        • specifications and configuration details for edge network appliances and connections;
        • printing infrastructure, including printer models, configurations, and relevant setup details;
        • the VPN (Virtual Private Network) setup, including configurations, authentication methods, and access policies
      3. Provide the login credentials and relevant information pertaining to the following (categorized by site location if applicable):
        • the domain registrar responsible for managing your internet domain(s);
        • accessing and managing the web applications associated with the site’s internet domain;
        • any SSL certificates implemented;
        • remote access solutions deployed;
        • the local administrator account(s) with administrative privileges;
        • accessing and managing the email platform;
        • contact info and login credentials for vendors or third-party service providers;
        • the Active Directory Services Restore Mode (DSRM);
        • the Active Directory domain admin account(s);
        • the DNS hosting service responsible for managing the site’s internet domain.
      4. Document and share any unique considerations, specific challenges, or critical knowledge that only your team possesses about your organization.
      5. Share any documented procedures or solutions for resolving common issues or troubleshooting common problems encountered at the site.
      6. Outline the strategy and mechanisms employed for file sharing and collaboration, including relevant platforms, permissions, and access controls.
      7. Designate the authorized individual(s) responsible for approving change requests related to the site systems, or configurations and users.
      8. Promptly update changes in Authorized Personnel and Registered Devices in PSA.
      9. Provide Kaseya with administrative access to all systems needed to perform daily duties including, but not limited to, the RMM, HR Systems, Active Directory, and SaaS application.
      10. When acting as the first point of contact for a Help Desk Service issue, ensure that the ticket is logged accurately and resolving issues at the first point of contact.
    8. Help Desk Services Ticket Information and Integration with PSA. During a Help Desk Services subscription period, Kaseya will retain ticket information for one (1) year and thereafter reserves the right to delete such information.
    9. Service Level Objectives and Escalations. Response and resolution times vary depending on the severity and complexity of the support issue. Kaseya shall, however, use commercially reasonable efforts to meet the Service level objectives (“SLO”) as set forth in your IT Glue Instance. Application of the SLOs shall commence after the first sixty (60) days of Help Desk Services, it being understood that there may be downtime or delays due to initial startup activities and mutual familiarization. Escalations from Level 1 to Level 2 T Help Desk Services, and then back to your organization, shall be performed as set forth in your IT Glue Instance
  3. Additional Terms and Conditions
    1. Non-Solicitation. During any Help Desk Services Subscription, and for three (3) years thereafter, you shall not, directly or indirectly, solicit to employ in any capacity (including, as employee or contractor) any Kaseya personnel who provided Help Desk Services to your organization (“Restricted Personnel”). Further, you shall not, directly or indirectly, influence or induce Restricted Personnel to discontinue or reduce the scope of the relationship between the Restricted Personnel and Kaseya. If you breach this Section, Kaseya shall be entitled to damages equal to the greater of one hundred and fifty thousand dollars (US $150,000) and one and a half times (1.5X) the Kaseya annual salary and benefits of such personnel. In addition, your breach of this section shall entitle Kaseya, in its discretion, to terminate the Help Desk Services without the obligation to reimburse you for any prepaid amounts.
    2. Call Recordings and Ticket Retention. In Kaseya’s discretion, Kaseya may record and retain Help Desk Service calls and retain all other Help Desk Service communications (including chats, tickets, and logs of webpage visits or uploaded content) to ensure quality of service, training, fact verification, continuous improvement or any other reasonable purpose. Such recordings and other communications will be handled in accordance with the Kaseya Privacy Policy and in compliance with all applicable data protection and privacy laws.
    3. Service Volume Limits. For the first sixty (60) days of an initial Help Desk Services Subscription, Service Volume Limits shall not apply. Thereafter, for those calendar months during which the number of Help Desk Service requests exceeds the number of License Units, you shall be charged one License Unit for each such Help Desk Service request that is over the number of License Units. For example, if during the month of January Help Desk Services receives 125 Help Desk Service requests, and you have signed up for 100 License Units, Kaseya will invoice you for 25 extra License Units for the month of January.
    4. Independent Contractor. Kaseya is retained as an independent contractor. You will not withhold or pay any income tax, social security tax or any other payroll taxes on behalf of Kaseya personnel. Kaseya shall not be entitled to any fringe benefits that you provide to your personnel including, for example, health benefits, worker’s compensation or unemployment insurance.
    5. Ownership of Materials. Each party is and will remain the sole owner and/or licensor of works of authorship, patents, trademarks, copyrights and other intellectual property contributed, created and/or provided by that party (the “Owner”) during the course of the Services. For clarity, support incident tickets and related information shall be owned by both parties.
    6. No Third-Party Beneficiaries. There are no third-party beneficiaries to this Agreement. For clarity, no warranty or liability extends to Authorized Personnel, who shall have no cause of action against Kaseya under this Agreement.