TERMS
Agreement Terms and Conditions
This master service agreement (MSA) begins on the first of the
month of signing of the contract document. If the MSA begins after
the first of the month, the monthly rate will be prorated from the
start of the agreement.
This MSA terms and conditions for service and support is for a one
(1) year term.
Either party can terminate this agreement at any time by providing
the other party with at least thirty days (30) days written notice.
The termination notice must be sent prior to the first of the month
and the next billing cycle by email to the attention of the
Managing Director. The email address for all written communication is
sales@techsoftsystems.com
In the subject line please type Termination Request for
Microenterprise Agreement. We will need your company name, contact
information and termination date.
The billing cycle happens on the first (1st) day of the month by
credit card or ACH option.
Billing is adjusted monthly by review to observe the device count
of computers, mobile devices, and mobile phones. We will use our
remote monitoring tools and security software installed on your
devices to account for quantity and count.
If Client terminates this Agreement, Service Provider will assist
Client in the orderly termination of services, including timely
transfer of the services to another designated provider.
Client agrees to pay Service Provider the contract rate of rendering
such assistance, so long as the Client is current on all
invoices. If the Service Provider for any reason terminates
this contract, they will assist with the transfer of services to
another provider without any additional costs outside of the Clients
monthly service charge.
Early termination of this agreement, for any reason, by the Client,
shall result in an early termination fee which shall be equal to 25%
of the monthly service fee for each month remaining on the
contract.
Service Provider reserves the right to update its MSA at any time,
effective upon emailing a copy of an updated version to Client, by
emailing a summary of changes to Client, or by Client signing a
change order or quote for additional services. Client’s rights
and obligations shall be as provided in the version of the MSA
executed by Client or available to Client at the time of
Client’s purchase of new Services or, when applicable,
Client’s renewal of Services.
This MSA and Service Agreements is the entire agreement between
Service Provider and Client with respect to its subject matter and
supersedes all prior oral and written understandings,
communications, or agreements. No amendment to or modification
of this MSA or Service Agreements, in whole or in part, will be
valid or binding unless it is in writing and executed by authorized
representatives of both parties.
Payment
Payment is automatically due on the first day of the month by
either ACH bank authorization or by credit card authorization
elected upon agreement of services.
It is understood that all Services requested by Client that fall
outside of the terms of this Agreement will be considered Projects
and/or Labor, and will be quoted and billed as separate, individual
Services. Invoices for Projects and/or Labor shall be billed
by the hour in which such services were performed and shall be
payable within five (5) days of receipt of the invoice.
Overdue invoices shall be charged at an interest rate of 18% per
annum (1.5% per month) until the balance is paid in full and be
subject to collection and attorney fees. In the event the
Service Provider must commence legal action in order to recover any
amount payable under this MSA, Client will pay Service Provider all
court costs and attorneys’ fees incurred by Service Provider
and all service and support will be suspended immediately.
Other
LIMITATION OF LIABILITY
Service Provider shall not be liable to Client or any third party
for: (I) any damage that Client or any user may suffer arising out
of the use of or the inability to use any services unless such
damage is caused by an intentional or a grossly negligent act of
Service Provider: (ii) any loss of data or the inaccuracy of
data: (iii) the content of information or data provided or
transmitted by client or any user: (iv) damages resulting from
delays due to a force majeure event as described herein: (v) service
impairments caused by acts within the control of the Client, its
employees or authorized agents: (vi) interoperability of specific
client applications: (vii) Client’s inability to access or
interact with other providers or their services through the
internet: (viii) performance impairments caused on the internet: or
(ix) the cost of procurement of substitute goods, services, or
technology.
Notwithstanding anything contained herein or elsewhere, any
recovery or damages award to which Client is otherwise entitled by
law because of products delivered or services performed hereunder
shall not exceed (i) for services, an amount equal to the monthly
recurring charges paid by customer in the preceding month of
service, and (ii) for products, the purchase price. This
limitation of liability is cumulative and not per incident.
INDEMNIFICATION
Service Provider will indemnify defend release and hold Client, its
affiliates, directors, officers, employees, or agents harmless from
and against any claims of infringement of any U.S. patent, copyright
or trademark of any third party against Client which relate to the
services provided by Service Provider under this Agreement.
Excluded from such indemnification are: (i) any claims for services
performed on equipment or software which Client covenanted that it
had the rights to modify and (ii) services performed to
Client’s specification or design.
Client shall indemnify, defend, release, and hold Service Provider,
is its affiliates, directors, officers, employees or agents,
licensors, vendors, or subcontractors harmless from and against any
damages caused by improper use or modification by Client of any
work, which use or modification results in the infringement of any
U.S. patent, copyright, or trademark of any third party.
Client shall indemnify, defend, release, and hold Service Provider,
its affiliates directors, officers, employees or agents, licensors,
vendors, or subcontractors harmless from and against any claims
arising out of, resulting from, or relating to the contents of data
transmitted by Client or Client’s users in connection with the
services.
Each party shall also indemnify, defend and hold the other party as
well as its affiliates, directors, officers employees or agents,
licensors, vendors, or subcontractors harmless from and against any
death, bodily injury (physical or mental) or damage to physical
property resulting from the indemnifying party’s willful
misconduct or grossly negligent acts or omissions, to the extent
such damages do not result from or are not caused by the willful
misconduct or gross negligence of the indemnified party, its
employees or agents.
A party’s obligation to indemnify and defend the other with
respect to any claim shall be subject to: (i) the indemnified party
providing the indemnifying party with prompt written notice of such
claim: (ii) the indemnified party at its expense, having the right
to participate in the defense and settlement thereof: and (iii) the
indemnified party providing the indemnifying party with the
information and assistance necessary to defend or settle such claim
or proceeding with the prior written consent of the indemnified
party, which consent shall not be unreasonable withheld or delayed
provided that where the indemnified party is a named defendant or
respondent, the indemnified party shall have the right to reject
settlement or other disposition of the claim involving or requiring
admission or acknowledgement of wrongdoing by or liability on the
part of the indemnified party.
ADDITIONAL MAINTENANCE SERVICES
Hardware/System Support
Service Provider shall provide billable support of all hardware and
systems specified in Appendix B, Labor Rates Outside Normal Business
Hours & Project Labor Hours Table, provided that all Hardware is
covered under a currently active Vendor Support Contract; or
replaceable parts be readily available, and all Software be Genuine,
Currently Licensed and Vendor-Supported. Should any hardware or
systems fail to meet these provisions, they will be excluded from
this Service Agreement. Should 3rd Party Vendor Support Charges be
required to resolve any issues, these will be passed on to the
Client after first receiving the Client’s authorization to
incur them.
Virus Recovery for Current, Licensed Antivirus Protected
Systems
Attempted recovery from damages caused by virus infection not
detected and quarantined by the latest anti-virus definitions is
covered under the terms of this Agreement. This Service is limited
to those systems protected with a currently licensed,
Vendor-supported anti-virus solution.
Remote and Monitoring Services tools
Service Provider will provide ongoing monitoring and security
services of all critical devices that are listed in the device count
upon service and support during onboarding. Should a problem
be discovered during monitoring, the Service Provider shall make
every attempt to rectify the condition in a timely manner through
remote means.
IN WITNESS WHEREOF, the parties hereto have caused this Service
Agreement to be signed by their duly authorized representatives as
of the date set forth below.
