Extension of CSO with expanded services details

January 3, 2019
(Note: any lettered item listed below that does not appear in the signed SMB Order Form is not applicable.)


  1. A) Negotiate aggressively to acquire new, additional or upgraded services and equipment as necessary.
  2. B) Asset Tracking: track inventory of Customer's devices (including replacement or acquisition - equipment and accessories) ensuring the most cost efficient utilization.
    1. Systemically track and monitor all equipment inventories by unique tracking # e.g. Serial #, VIN #, SIM #, etc.
    2. Maintain a dynamic list of equipment by Asset ID # and department, accounting for changes in equipment resulting in equipment swaps or reassignment.
    3. Ensure name changes are updated internally and with current carrier for billing accuracy.
    4. Electronic inventory control: devices will be tracked via individual ESN and data records will be stored at Company's offices.Company will provide monthly updates to Customer detailing all activations, returns, transfers, suspensions and cancellations.
  3. C) Customer may maintain units on Company's site in a protected, insured environment to provide for quick shipping and replacement when needed. Company suggests a spare hardware inventory equivalent to 00.25% of Customer's currently deployed units will be kept on site. This amount applies to both tablets and mounts.
  4. D) Provide new order staging and kitting:
    1. Charge and label boxes by Asset ID#
    2. Device configuration including WiFi, Bluetooth, display, passwords, etc.
    3. Application loading and registration.
    4. Device MDM enrollment. Customer to provide remote access to MDM server including all necessary logins and permissions as required.
    5. Individual truck kitting including device, mount, ELD, & documentation.
  5. E) Warranty Servicing and RMA: On-going re-programming and/or re-provisioning of devices and during transfers due to warranty replacement or break/fix.
    1. Manage the warranty and replacement of all equipment.
    2. Initiate and track equipment transfers due to warranty eligible claims.
  6. F) Provide support service to end users via call center, e-mail, chat and website.
    1. Standard service hours to be 24 x 7.See "Performance for specific SLAs".
    2. Dedicated single point of contact at Company location(s)
    3. Support model allows for 4 minutes of support per asset per month. Company shall provide Customer prompt notification in the event it has reason to believe support will require labor in excess of those hours in any week. If said hours are exceeded, additional hours will be billed as listed.
    4. Support Tickets per issue: upon receiving a support request from Customer, Company will issue Customer a case number as a service ticket, via an automated system. Company support staff will examine support requests in the order in which they are received, and will respond to such support requests initially via email, but may respond by telephone as necessary at the discretion of the applicable technical support engineer.
    5. Resolution is reached when the software or hardware managed by Company is available and providing functionality or a workaround has been identified with an implementation plan communicated to Customer.
    6. Support will be provided for the items and tiers as listed:
      1. SOTI - Tiers 1, 2 and 3:
      2. Setup and configuration of SOTI software to include items such as security, folder structure, enrollment rules, application packages, and related, see exhibit A for pricing.
        If utilizing SOTI, customer agrees to the purchase of an additional five licenses beyond the deployed unit count.
      3. Individual SOTI licenses will continue until customer gives 90-day notice to cancel.
      4. Device Support: Tablets - Tier 1, 2 and 3
      5. Device Support: Telematics Equipment - Tiers 1,2 and 3
      6. Mounting Hardware: Determine if device is defective and initiate RMA process.
      7. Installation Issue: confirm if there was a problem with installation.
      8. Connectivity with Carrier - Tiers 1, 2, and 3
      9. Wireless Connectivity Provided by Company via Carrier
      10. Software provided by Telematics Provider, Tier 1, 2 and 3
      11. Software provided by Company, Tier 1, 2, and 3
      12. DOT Compliance and logs: Company will not provide guidance or otherwise address any regulatory compliance or legal issues.
  7. vii. Support Tier Definitions:
    1. Tier One Support:
      1. This is the initial support level responsible for basic driver, user or customer issues. Tier 1 agents gather information and evaluate the symptoms related to an issue in order to determine the underlying problem.When analyzing the symptoms, Tier 1 agents seek to identify what the driver or user is trying to accomplish so that time is not wasted on attempting to solve a symptom instead of a problem. Once identification of the underlying problem is established, Tier 1 agents can identify available solutions and work toward resolution.
      2. As part of the Tier 1 support process, agents use a series of documented questions or methods to drive early identification of problems that require immediate routing to Tier 2 organizations.When possible, Tier 1 agents attempt to reproduce basic user issues to rule out user error or internal customer issues.
      3. Issues include but are not limited to power and connectivity of the device (phone or tablet), internet and application access on the device, user login or password assistance, instruction in navigating application menus and options, verification of physical device status, verification of physical installation status, connection and reporting status of on-board computing devices, verification of proper hardware and software setup, or facilitating the use of basic software features and functions.
      4. The goal for this group is to handle 90% or more of the problems and requests before finding it necessary to elevate to Tier 2 support. Cases related to installation assistance or troubleshooting, units non-reporting, hardware replacement, communication or connectivity failures may be routed to third party provider(s) for handling.
    2. Tier Two Support:
      1. Tier 2 agents are responsible for investigating elevated issues by confirming the validity and priority of the problem and searching for known solutions to these more complex cases. Prior to further troubleshooting, Tier 2 agents review the work conducted by Tier 1 to understand what has been previously performed and accomplished, as well as how long the issue has been open.
      2. If a problem is new or Tier 2 agents cannot determine a solution, they are responsible for elevating the issue to Tier 3.
      3. Tier 2 issues may include, but are not limited to, software repair, diagnostic testing, and utilization of remote over-the-air tools for the sole purpose of troubleshooting and finding a solution to the problem.Tier 2 calls may be routed to different organizations based on the problem type (e.g. software vs. hardware).
    3. Tier Three Support:
      1. Tier 3 is the highest level of technical support.This level of support utilizes expert troubleshooting tools and methods to analyze and action elevated cases that could not be resolved at Tier 2.
      2. Tier 3 agents are responsible for the research and development of solutions to new or unknown issues. Upon encountering new problems, Tier 3 agents must first determine whether or not to solve the problem and may require in depth customer assistance to troubleshoot the issue and find a solution. If determined that a problem can and should be solved, Tier 3 is responsible for designing, developing and implementing a solution.Once the solution is verified, it is delivered to the customer and made available for future troubleshooting and analysis.
      3. If it is determined that the issue cannot be resolved on the call or internally within Company, Company will nonetheless continue to track the issue in a "trouble ticket" even if issue is conveyed to a third party vendor for resolution.
      4. Company will in all cases be responsible for tracking the issue in Company-generated "trouble ticket" and expediting it to the best of their ability.
  8. G) Identify and manage current contract cancellation/fees. Company to handle the investigating of contracts and the processing and management of cancellation fees of existing wireless agreements, note: Customer is responsible of payment of any cancellation fees to old providers.


  1. A) Analyze monthly bills for implementation of improved rate and equipment opportunities for Customer (e.g. including volume discounts, promotions, incentives, etc.).Ensure new add-on units are activated on the most advantageous rate plan available at time of activation.
  2. B) Complete a detailed monthly bill review with bill summary including cost center breakout. Consolidate monthly bills by cost center and Customer operating company and/or location or in other itemization requested by Customer.
  3. C) Identify unusual variances in usage or charges (e.g. lack of usage, large spikes in usage, roaming charges, overages, unauthorized service additions, etc.).
  4. D) Recognize and modify user name changes and cost center changes.
  5. E) Summarize recommended modifications, requested credits, and any employee abuse of the allotted program to ensure the most appropriate, cost-effective plans and controls are in place.
  6. F) Report to be submitted via email to predetermined customer contact or contacts at least one of whom can permanently authorize changes.
  7. G) Approval of changes clarification: once report is sent outlining suggested changes, approval is deemed valid unless customer responds within 10 days asking to cease change recommendations. All changes will be in the best interest of customer with cost savings of paramount concern.
  8. H) Offer a web conference call billing review with Customer on a quarterly basis.
  9. I) Additional Terms: bill analysis and advice are paid consulting services provided by Company in consideration for the monthly fee paid from Customer to Company. Recommendations will be made for plan changes on the "summary sheet" of the monthly report, but not conveyed to the wireless carrier unless customer gives initial consent for all changes or requests case by case evaluation and individual approval of changes. If customer chooses not to have Company implement changes, the customer holds responsibility to convey plan changes to the carrier. If customer chooses to have Company convey plan changes to the wireless carrier, no guarantee is made that said plan changes will be enacted appropriately by the carrier.
  10. J) Because Company does not always have ultimate control over manipulating rate plan changes in the billing system, no guarantee can be made that the billing changes will be correct. However, any plan change recommendations that were not correctly input, (whether by failure of the customer, Company or the carrier) will be the responsibility of Company to identify and correct on the next month's billing summary.
  11. K) If the Billing Errors are the result of the Wireless Carrier, Customer is ultimately responsible to attempt to recover damages from Wireless Carrier however, Company will provide reasonable assistance in that endeavor, but does not make any assertions or guarantees that carrier will refund the disputed amounts. Watchdog Service is a proactive billing analysis and consulting service meant to correct and optimize existing rate plans, but not insurance against overages or a guarantee that overcalls or billing errors will not occur. Except as otherwise set forth herein, Company, their employees, partners, owners, managing members or their affiliates cannot be held liable for overages or billing errors on customer's wireless bill.
  12. L) Scope of Watchdog (monthly billing analysis) includes wireless connectivity and MDM e.g. SOTI. Additional vendor billing can be included at an additional a la carte fee of $150.00 per vendor account per month.
  13. M) Company to handle the investigating of contracts and the processing and management of cancellation fees of existing wireless agreements, note: Customer is responsible of payment of any cancellation fees to old providers.

Section 7 PRICING

  1. A) Company will be paid by Customer a Monthly fee per Asset, as that term is defined below, per month for the number of active Assets, as listed in "Exhibit A".Customer may add Assets by ordering through Company's online ordering portal. Unit count will be updated monthly for billing accuracy.
  2. Billing is per unit, one invoice per month, units are not pro-rated: i.e. if activated within the thirty (30) day window of the current month, unit will be billed.
  3. Start of billing is 5 days after activated and staged unit is shipped from Company, with assumption of installation within that time frame.
    1. For purposes of this Agreement, "Asset" means any mobile device or vehicle into which Customer has requested Company to install and manage ELD black boxes and related hardware and software.
    2. Assets are deemed active five (5) days after Company ships to Customer.
  4. B) Staging/kitting:
    1. Packaging materials & Handling costs are additional and determined per Customer.
    2. Note that there may be instances where equipment will have to be kitted again e.g. after re-deployment and where reimaging is required, in such cases, standard kitting fee will apply.
  5. C) Items procured directly from Company:
    1. Products purchased by Customer from Company shall be governed by the terms and conditions of the Products Agreement.  Customer may request any terms and conditions for the items purchased.


  1. A) Company will manage consolidated billing for Customer for all vendor billing involved in telematics/ELD program. Company will first collect the Carrier payment amounts from Customer, then Company will immediately pay carriers. This service is strictly meant as a convenience for Customer who might otherwise have to pay several vendor/carriers. Company requires timely Customer payment to ensure vendors are paid according to terms. If Vendors cannot be paid by Company due to Customer failure to deliver funds to Company as set forth herein, Company cannot guarantee services will remain uninterrupted by Carrier. Company will not carry balances on behalf of Customer.


  1. A) Problem resolution regardless of inbound method (e.g. call, email, chat or portal): a response will be received within two hours for all issues to include at minimum an acknowledgement of the issue and a tracking number ("trouble ticket").
  2. B) Inbound calls and related SLA's: E2 represents and warrants it shall respond to and resolve ninety-two percent of (92%) of all problem reports and support requests within the time frames set in Exhibit A.
  3. C) Distinction between equipment related and non-equipment related issues:
    1. For problems requiring the replacement of hardware or other equipment for resolution: resolution shall be provided within 48 hrs or 24 if replacement is "rush" ordered, excluding weekends.
  4. D) If fix is out of Company's reasonable control, e.g., where third party software is inoperable, within fifteen (15) minute of Company's determination that the fix is outside its reasonable control, Company shall contact the third party in the best position to provide a prompt fix of the problem and open a support ticket or otherwise document the support request with such third party. Company cannot guarantee a timeframe in which the third party will correct the problem, but will make every attempt to resolve expeditiously, will track issue in "trouble ticket", and will provide status updates as requested by Customer
  5. E) To complete "rush" service for equipment replacement, Customer authorizes Company to maintain a pool of units as replacement equipment to ensure a 24-hour exchange of units as needed for "Rush" orders. The pool size will be maintained at a level agreed upon by Customer and Company deemed appropriate to provide rush service. Customer can also provide equipment to Company if already in possession. Company estimates 2% seed stock on hand based on 1000 unit overall project plan (e.g. 20 kits).
  6. F) Shipping method: Company will use its own shipping accounts e.g. FedEx, UPS, etc.
  7. G) For all new Assets being activated wherein the request is placed by Customer by 4:00pm (CST), product to be received within 1 business day for Level 1 (Rush) users and within 2 business days for Level 2 users (Non-Rush). For orders placed after 4:00pm (CST), every effort will be made to expedite the order; however, the performance guarantee becomes: 2 business days for Level 1 users and 3 business days for Level 2 users (including the day of order).
  8. H) Aside from break/fix equipment orders, any orders for new rollouts or new engagements (i.e. are not due to break/fix), including staging and kitting: any requests to expedite an order prior to the committed lead time will be reviewed by Project Manager ("PM"). If the PM agrees company can accommodate the expedited timeline, the order will be fulfilled but the kitting fee will increase by 100%. The committed SLA shall be no sooner than 14 days after all required equipment and software is in possession of Company at the Tempe office. "Rush" SLA to be five days after all required equipment and software is in possession of Company at the Tempe office.
  9. I) NOTE: Conversations with Company may be recorded for quality assurance.Such recordings shall be used only for Company's internal business purposes and shall be destroyed within one (1) year of creation.


Customer agrees:

  1. A) to grant Company access to its wireless Carrier accounts on all carriers including Sprint, Rogers, Telus, AT&T, Verizon and T-Mobile as long as those accounts are being monitored under the WMS program, including granting authority to Company to make changes to Customer account,
  2. B) that Customer will maintain awareness of its Carrier account payment status and remain fully responsible for payment of its Carrier invoices, and
  3. Customer will sign separate "Letter of Authorization" (LOA) letter to current or newly enlisted Provider/Carrier identifying Company as acting on Customer's behalf with regard to existing or newly enlisted contract, if such letter is required by Carrier over and above included LOA in "Pricing" section above.


  1. A) Vendor communications: The success of the WMS and Watchdog program is dependent upon a strong bond and open communication between key contacts at both Company and Customer. In that interest, Customer to the best of their ability, will keep Company involved in all communication with other telecommunications providers (Vendors). Customer will funnel all such communication with vendors to Company, with the understanding that it is vital to promote the integrity of the WMS program. This communication includes procurement of XRS black boxes, Carrier Tablets, tablet mounts and associated cables and services, whether Company acts as "Agent" or simply as intermediary in setting up purchasing arrangement with other agents or vendors.
  2. B) Senior Executive Sponsor: also suggested for the success of the WMS program is strong leadership and/or sponsorship by ownership or senior level management. While it may not be feasible for said sponsor to be involved in day to day program details, nor for that sponsor to be the central point of contact (liaison) for Company, it is however necessary that the Senior Executive Sponsor be identified and made available when needed, and be aware of the nature of the WMS engagement with eSquared. This person may or may not be the signer below, but should be the person who ultimately has authority to make changes and/or can have issues escalated to when necessary. An example of a Sponsor would be Owner, C-Level executive, IT Director, VP Supply Chain, etc. Some items that require participation of Customer will be necessary to implement and run the WMS program, especially early in the engagement. These items include WMS program rollout checklists, basic lists for naming assets, cost coding, a walkthrough of the program called "WMS Orientation" and assistance in setting up authorized access with Carriers. Without such participation, the WMS program will not run as intended.
  3. C) Penalty for early termination by Customer.
    1. In the event that Customer terminates this SOW under the MSA ("Termination for Convenience") section during the Initial Term:
    2. WMS service shall continue for 30 days after Customer's notification of termination.
    3. Customer shall pay all undisputed amounts owing as of the date of termination and the penalty as listed on the CSO.
  4. D) Direct contact with End Users: Services provided under this SOW rely on Company having direct contact between Customer's drivers and other operators of the Assets ("End Users"). Customer agrees to allow for such contact and waives any requirement to have a Customer liaison (e.g. an I.T. administrator) present. Provided, however, that Customer will still have visibility to see any and all support tickets, emails, and listen to recorded phone calls.
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