574 Technologies LLC Master Services Agreement (MSA)
Introduction
This Master Services Agreement (MSA) is made between 574 Technologies LLC ("Provider") and the client identified in the accompanying Statement of Work (SOW) ("Client"). This MSA establishes the terms and conditions under which Provider will deliver managed IT services to Client. This MSA, together with any SOWs and related documents, constitutes the entire agreement between the parties.
Purpose
The primary purpose of this MSA is to establish the foundational terms and conditions of a long-term business relationship between Provider and Client. It defines responsibilities, payment terms, liability, termination, and other key aspects that govern the ongoing relationship.
Scope of Services
The MSA references the accompanying SOW for specific service descriptions. The MSA itself does not define individual services. Provider reserves the right to introduce new services as part of its ongoing offerings. Any updates or additions to services will be communicated to the Client, and such changes do not require a full MSA update unless explicitly stated. All services are subject to the terms of the SOW and any subsequent changes as mutually agreed.
Hardware as a Service
If Provider supplies hardware as a service, including but not limited to firewalls, networking equipment, printers, computers, and servers, such hardware remains the property of Provider. At the end of the agreement term, the Client must either return the hardware to Provider in good working condition or purchase the hardware outright at a fair market value determined by Provider. Client agrees to be liable for any loss or damage to the hardware outside of normal recurring charges.
Vendor Choice
Provider reserves the right to change hardware or software vendors, provided the change does not negatively impact the agreed service quality.
Projects vs. Support
Our managed IT service agreements may or may not include support as part of the recurring charges, but they never include project work. The key differences between support and project work are as follows:
- Predictability: Projects are planned, structured, and predictable in nature, while support is reactive and unpredictable.
- Billing Model: Projects are typically one-time engagements or milestone-based, whereas support is ongoing and billed on a subscription basis.
- Resource Allocation: Projects may involve dedicated project teams, while support is handled by the general helpdesk or support team.
- Outcome: Projects focus on transformation or enhancement of IT systems, while support aims to maintain operational continuity and resolve technical issues as they arise.
Any project work outside the scope of support will be identified and quoted separately as a distinct engagement.
Payment Terms
Recurring Services
Recurring services are billed automatically via ACH or credit card on the first of each month.
Projects
For projects, payments for hardware are due upfront. Labor payments are net 10 from the completion date. Checks are accepted for one-time projects unless otherwise noted in the SOW.
Late Fees
Interest is charged after 30 days at the maximum legal rate allowed in Indiana.
Non-Payment
In addition to late fees, invoices that are 45 days past due may result in suspension of services due to non-payment. This suspension may include the temporary disabling of security tools and blocking of sign-ins to email platforms. While Provider will not delete any email mailboxes, it reserves the right to cancel email licenses associated with the Client's account. Prior to suspension, Provider will make reasonable efforts to notify the Client and provide an opportunity to resolve the outstanding balance.
Rate Changes
Provider reserves the right to increase service rates annually by up to 10%. Any adjustments will take effect at the beginning of the new service term. Changes in service scope or offerings may also result in rate changes, which will be clearly outlined in the corresponding SOW. Provider will provide reasonable notice of any rate increases prior to implementation.
Licensing Price Changes
Provider reserves the right to adjust service fees to match vendor licensing price changes, including Microsoft 365.
Client Responsibilities
Minimum Standards
Client must meet minimum hardware and software standards as outlined at 574technologies.com/supported-technology-platform. If Client does not meet these minimum standards before the Agreement start date, Provider will work with Client to develop a plan to bring the environment up to standard within 12 months. The time required to achieve compliance will depend on budget and timing considerations. Provider will make reasonable efforts to support items that do not meet the minimum standards during this period.
However, any service requests involving non-compliant hardware or software will be assessed on a case-by-case basis. If the non-compliance significantly hinders resolution, Provider reserves the right to charge for additional time and resources necessary to address issues related to non-compliant hardware or software, including any devices or applications that do not meet minimum standards or have reached End-Of-Life (EOL) status. Charges will be determined based on the complexity and time required to address the issue. Provider will inform the Client of potential charges prior to proceeding with support. Provider also reserves the right to refuse support on non-compliant items if they substantially impact the efficiency of the service.
If, after the 12-month period, Client has not met the minimum standards, any ongoing support for non-compliant hardware or software will be billable at the standard hourly rate. Provider will notify Client of any potential charges before proceeding with support on non-compliant items. If non-compliant hardware or software causes repeated issues or significantly impacts productivity, Provider reserves the right to recommend mandatory replacement or upgrades at Client's expense.
Access to systems, timely reporting of issues, and cooperation in providing authorized contacts and vendor permissions are essential for service continuity.
Supportable Hardware and Software
As part of maintaining the minimum standards outlined in this Agreement, the Client must ensure that all hardware and software utilized within the environment are officially supported by the respective manufacturers. Any hardware or software that has reached End-Of-Life (EOL) will not be supported under the unlimited support agreement provided by 574 Technologies. Support for EOL items will be billed at the standard hourly rate.
Furthermore, if a hardware or software vendor requires an active support or service contract to access support or firmware updates, it is the Client’s responsibility to maintain these contracts. Any work performed on equipment without a valid support/service contract from the vendor will be conducted on a best-effort basis and is not covered by service guarantees. Provider assumes no responsibility for limitations or issues arising from expired or non-existent vendor contracts.
Service Requests
It is the Client's responsibility to request service when needed. Approved methods for submitting service requests include:
- Emailing [email protected]
- Calling the primary business phone number: 574-387-6232
- Using the system tray icon on the Client's computer
Any other methods of contact are not regularly monitored and are not subject to any service guarantees.
Access and Maintenance
Client must provide full and free access to systems, equipment, premises, and authorized personnel to facilitate service delivery. Any obstacles that delay service may result in additional charges.
New Hires and Onboarding
Client must provide at least 3 business days for onboarding new hires, assuming that necessary hardware is available. Additional procurement time may be required if equipment is not already in place.
Hardware Returns
All hardware sales are final. Faulty or non-functional items are subject to manufacturer warranties.
Cloud Storage Overages
Overage charges apply for cloud storage exceeding planned limits, as specified in the SOW.
Primary IT Contacts
The Client agrees to designate a Primary IT Contact and a Secondary IT Contact from their team. In the event the Primary IT Contact is unavailable, the Secondary IT Contact will act in their place. These designated contacts will serve as the main points of communication for all Critical and High Priority issues during business hours.
During periods of Critical or High Priority incidents, all communication from the Client's team must be directed through the Primary or Secondary IT Contact. This centralized approach enables our team to respond and resolve issues efficiently, minimizing disruptions.
Primary IT Contact is responsible for keeping all staff informed during such incidents to ensure prompt and coordinated responses. Additionally, the Primary IT Contact will assist our team by acting as the eyes and hands on-site, facilitating faster diagnosis and resolution of issues.
During the onboarding process, the Client must provide contact details for both the Primary and Secondary IT Contacts. It is the Client's responsibility to promptly update us if these contacts change during the term of this Agreement.
Third-Party Authorizations
To ensure timely support, the Client must authorize Provider to interact with all external vendors necessary for delivering the agreed services. This may include, but is not limited to, the Client’s Internet Service Provider, Web and Domain Hosting Provider, Telephony Provider, and any other third-party vendors related to IT services.
During the onboarding process, Provider will work with the Client to identify all relevant vendors and assist in obtaining necessary authorizations. If Provider is not pre-authorized to communicate with a specific vendor when needed, Provider reserves the right to charge the Client for any additional time incurred while obtaining authorization.
If the Client begins working with new vendors after the start of this Agreement, the Client agrees to promptly provide the necessary authorization to enable Provider to work with these vendors on their behalf.
Software Licenses
If software licenses are not provided by Provider as part of the managed IT services, it is the responsibility of the Client to maintain and manage those licenses. This includes ensuring that licenses are valid, current, and in compliance with the respective software vendor's terms. Provider assumes no responsibility for software license management unless explicitly stated in the SOW. Any issues arising from expired or invalid licenses that impact the performance or availability of services will be the sole responsibility of the Client.
Liability and Indemnification
Disaster Recovery Liability
Provider will make every effort to recover data in the event of a disaster. However, no guarantees can be made regarding the successful recovery of all data. Client acknowledges that despite best efforts, some data may be irretrievably lost or corrupted during the recovery process.
Security Incidents and Breaches
Client acknowledges that no system or network can be completely secure and that breaches, including but not limited to ransomware attacks, may occur despite reasonable precautions. While Provider implements industry-standard security practices as part of its services, Provider shall not be held liable for any unauthorized access, data breach, ransomware event, or other cybersecurity incident that occurs within the Client’s environment.
In the event of a suspected or confirmed breach or ransomware incident, any work performed by Provider in response to such incidents—including investigation, containment, remediation, or coordination—is not considered covered support under any Managed Services agreement and will be billed at Provider's standard incident response rates.
We strongly recommend that Client contact their cyber insurance provider in the event of a security incident and follow the instructions of the insurance provider’s incident response team. Provider is available to assist as needed and can coordinate with the Client’s insurance provider or forensic investigators upon request.
Exclusion of Indirect Damages
Under no circumstances shall Provider be held responsible for lost income, revenue, or other indirect damages arising from service disruptions, data loss, or security breaches. This exclusion applies regardless of the nature of the incident or the extent of the impact on Client operations.
Exclusions to Liability
574 Technologies LLC is not responsible for services impeded by, and claims for service credits or financial compensation cannot be made in respect of, the following circumstances:
- Outages and/or loss or failure of service resulting from scheduled maintenance that may affect availability of all or any part of the network.
- Faults where the cause has been identified as a malicious act or due to the actions of a Client user found to be in breach of 574 Technologies LLC’s terms and conditions.
- Faults resulting from misuse or interference by the Client or any third party with the Service.
- Faults resulting from data transmission originating from equipment owned or managed by the Client.
- Any outage and/or loss or failure of service caused by any act or omission of the Client in breach of this MSA or any other agreement with 574 Technologies LLC.
- Any outage and/or loss or failure of service resulting from the severance or break in the Client’s telecommunications link outside of 574 Technologies LLC’s control.
- Any outage and/or loss or failure of service resulting from Force Majeure.
- Outages and/or loss or failure of Service to the extent caused or contributed to by any equipment not supplied by 574 Technologies LLC or where 574 Technologies LLC has not agreed to provide maintenance and/or support.
- Downtime or service interruptions caused by upstream providers, including but not limited to internet service providers or third-party cloud services.
Limitation of Liability
Provider's liability for any claims, damages, or losses arising from this agreement or the services provided shall not exceed the total sum of 12 months of the previous service invoices. This limitation does not include hardware purchases or amounts related to hardware-as-a-service.
Service Level Agreements (SLAs)
Service Level Agreements (SLAs) are not defined within this MSA. Any applicable SLAs, including response times, resolution times, and performance metrics, are specified in the corresponding SOW. The Client acknowledges that SLAs may vary between different SOWs, and any changes or updates to SLAs will be outlined in the relevant SOW documentation.
Change Management
Changes to the scope of work after the MSA is signed will be handled through SOW amendments. Any adjustments to services, deliverables, or terms must be documented as an amendment to the existing SOW, mutually agreed upon by both parties, and signed as an addendum. This ensures that any modifications are formally acknowledged and legally binding under the terms of the MSA.
Amendment and Update Process
Provider reserves the right to update or amend this MSA from time to time. Any updates will become effective upon notification to the Client, which may include email communication or posting the updated MSA on Provider’s website. Continued use of services after notification constitutes acceptance of the updated terms. Updates do not require client re-signing unless explicitly stated.
Scheduled Maintenance
574 Technologies LLC and/or its third-party agencies periodically conduct scheduled maintenance that may affect the availability of 574 Technologies LLC’s services. Provider will make all reasonable efforts to ensure that scheduled maintenance does not adversely impact service availability. However, Provider reserves the right to carry out necessary maintenance and will give the Client as much notice as is reasonably practicable to ensure proper operation of the services. Provider will take all reasonable steps to minimize service disruption during maintenance periods.
Business Hours and After-Hours Support
574 Technologies LLC provides standard support during business hours, which are Monday through Friday, 8:00 AM to 5:00 PM Eastern Standard Time. Our offices are closed on the following holidays each year:
- New Year’s Day
- Good Friday
- Memorial Day
- Independence Day
- Labor Day
- Thanksgiving Day
- Thanksgiving Friday
- Christmas Eve
- Christmas Day
Any support provided outside of these business hours, including weekends and holidays, is considered after-hours or emergency support. Such support is subject to after-hours and/or emergency rates as specified in the corresponding SOW. Routine support requests made outside of business hours will be addressed the following business day unless otherwise specified in the SOW.
Commitment Terms
The default commitment term for services provided under this MSA is 12 months unless otherwise specified in the corresponding SOW. The commitment term commences on the effective date specified in the SOW and will automatically renew for the same term unless the Client provides notice of termination as outlined in the Termination Procedure.
If the Client enters into an agreement with a longer or shorter commitment term, this will be explicitly noted in the SOW. Changes to the commitment period must be mutually agreed upon and documented as an amendment to the SOW.
Auto Renewal
Agreements automatically renew for the same term as the original unless notice of termination is provided in writing 90 days prior to the end of the current term.
Additional Service Limitations
Onsite Work Discretion
If onsite support is included, Provider reserves the right to determine whether the support will be provided onsite or remotely, provided that response times as outlined in the SLA are not breached.
Mobile and Personal Device Support
Provider does not support mobile network issues, cell phones, personal devices, home networks, or personal equipment. Support is limited to devices and systems explicitly covered in the SOW. An exception to this limitation exists if Provider supplies or manages a Mobile Device Management (MDM) service. In such cases, support is limited strictly to the functionality of the MDM software itself, and not the underlying mobile devices or network issues.
Administrative Access Restrictions
Administrative access to client devices and services will not be granted unless explicitly delegated in writing with a specific set of credentials. Provider reserves the right to restrict administrative access to maintain security and compliance.
Break Glass Accounts
At the Client’s request, Provider may create administrative accounts, known as Break Glass Accounts, to be used in the event that Provider becomes unavailable or unreachable. These accounts are strictly for emergency use. If used outside of an emergency, Provider reserves the right to bill for the time required to reset and resecure the accounts.
Third-Party Access and Support
Provider does not support or troubleshoot third-party access to the Client’s environment. While Provider may liaise with third parties to ensure their systems work with the Client’s infrastructure, any issues caused by external parties are not covered and may be billable. Examples include tracking emails once they leave the Client’s email system or assisting third-party users who have been given VPN access by the Client.
New Hire Onboarding
Client must provide at least three (3) business days' notice for onboarding new staff, assuming that all necessary hardware (computers, phones, etc.) is available. If additional hardware is required, the Client must allow sufficient time for procurement and setup prior to the new hire’s start date.
Data Privacy and Security
Provider will implement commercially reasonable security measures to protect Client data. Provider is not liable for data loss due to cyber threats or disasters but will make every effort to mitigate risks. No liability is assumed for lost income or business interruption due to data loss or system downtime.
Cybersecurity Measures
Provider’s services act as a defense mechanism against cyber threats but do not guarantee complete protection. In the event of a security breach, Provider will assist in mitigation but is not liable for resultant damages.
Intellectual Property and Ownership
All documentation, configurations, and intellectual property created during the course of this agreement are owned by Provider. Sharing of these materials with the Client is at Provider’s discretion.
Confidentiality and Non-Disclosure
574 Technologies LLC and its agents will not use or disclose Client information except as necessary to provide contracted services or as required by law. Provider will take reasonable steps to protect sensitive data.
Independent Engagement/Non-Hire/Non-Solicitation
Client agrees not to hire or solicit Provider's employees for a period of two years after the termination of this agreement. Breach of this clause will result in damages equal to two times the employee’s annual salary.
Prevailing Party in Legal Disputes
If the Client initiates legal action against Provider and the Client does not prevail, the Client agrees to reimburse Provider for all legal fees, court costs, and related expenses incurred as a result of the legal action. This clause ensures that Provider is compensated for legal defense costs in the event of unsuccessful litigation initiated by the Client.
Dispute Resolution
Any disputes will be resolved through binding arbitration in Indiana. The prevailing party in any legal action shall be entitled to recover attorney's fees and costs.
Termination
Either party may terminate this agreement for non-payment or breach of terms. This termination may occur only after providing the other party with written notice and a reasonable opportunity to resolve the issue, except in cases where immediate termination is justified under the terms of this agreement. Early termination by Client will incur fees equal to the monthly charge times the remaining months in the agreement.
Termination Procedure
To terminate this agreement, the Client must provide written notice via email to [email protected]. Notice must be given at least 90 days prior to the desired termination date. The last 90 days of service will be billable, regardless of when the termination notice is given. Any services that remain managed by Provider after the termination date will continue to be billable unless explicitly canceled or transferred to another provider.
Post-Termination Handover
Upon termination of the agreement, Provider will supply the Client with all required administrative credentials necessary to take over management of the IT environment. However, Provider’s internal documentation, ticket notes, and proprietary processes are not considered part of the handover process and will not be transferred. The inclusion of any internal documentation is solely at Provider’s discretion.
Governing Law
This agreement will be governed by the laws of the State of Indiana.
Signature and Acceptance
By signing the SOW, the Client agrees to the terms outlined in this MSA.