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Master Services Agreement

Our General Terms and Conditions

All of the Terms in this Agreement, as well as any proposals and/or statements of work are in addition to Our General Terms and Conditions, which can be found at www.574technologies.com/legal.

By signing a Statement of Work or Proposal referencing this agreement, you agree to all terms listed in this agreement and subsequently, you also agree to those General Terms and Conditions.

Our company, 574 Technologies LLC, may be referenced herein as “We” or “Our”.

Your company may be referenced herein as “You”, “Yours”, “Your Company”, “CLIENT”, or similar.

For any terms that exist in both, the terms in this Agreement will override.

Commitment Term

The minimum term that You have agreed to use Our Services is outlined in Our Proposal/Statement of Work to you and is referred to as the Commitment Term.

The Commitment Term begins from the first day of the next month (after the date of accepting Our Proposal).

After the expiration of the Committed Term, an extension of the Term will automatically commence equal to the period of the original Committed Term, unless earlier terminated as outlined in the ‘Termination’ section below.

Payment Terms

Payment is due on the first of each month for all monthly recurring service.

Payment for recurring service is to be made by a credit card or bank account (ACH transfer), either of which are done automatically at the first of the month in advance. The method of payment must be provided at the time of signing an agreement.

Rate Changes

Unless otherwise specified in a proposal or statement of work, all services are subject to a annual rate increase of 5%.

Also, unless otherwise specified in a proposal or statement of work, pricing for month to month commitment agreements is subject to change at any time, with or without notice.

Termination

You agree that if You need to Terminate this Agreement before the end of the Commitment Term, You agree to pay Us the current Agreement Fee multiplied by the number of months left in the current Commitment Term within 14 days of providing Us Notification of Termination.

Should there be any pricing adjustments made to this Agreement during a Commitment Term, the Plan Fee used to calculate any Termination Payment will be based on the latter of the original Proposal or any updated Pricing adjustments made in writing from Us to You.

All Termination requests must be made in writing to: info@574technologies.com

Our Responsibilities

Our Response Time Guarantee

We agree to respond to your Service Requests within the Maximum time frames set out in Appendix A.

If the response time to an incident exceeds the times set out in Appendix A and provided that you reported the incident to Us via the methods as set out in Our General Terms and Conditions, You may make a claim for credit within 7 days of the incident in writing to: info@574technologies.com.

If We agree Your claim is valid, You will be credited 5% of the monthly Agreement amount (this does not include any additional charges incurred in that month) of the month of the incident, to a maximum of 25% per month.

If the support request is lodged outside Our Business Hours Our Response Time Guaranteed does not apply. We will still work on your Service Request as fast as possible, however it will be on a best effort basis.

Response Times are calculated as per the Definition as outlined in Appendix E.

Response Times are Guaranteed maximum times to respond to a Service Request.

Please see Appendix B for a list of the types of Service Requests that our Response Time Guarantee does not apply to.

Service Request Priorities

We classify Service Request priorities as shown in Appendix A.

These priorities tie directly in with Our Response Time Guarantee to provide you with information about how quickly We will respond to Your issues.

If you require a Service Request that would normally be classed as a High, Medium or Low priority to be escalated and remediated as a Critical Priority – then You can request for an “Emergency Upgrade”. Please see our Rate Schedule for more information on “Emergency Upgrades”.

As we know, not everything in life fits into a box so the final decision on classifying the priority of an issue will be made by Our responding technician.

Business Hours

Monday – Friday 9am to 5pm Eastern Standard Time. Our offices are closed the following national days each year:

  • New Year’s Day*
  • Memorial Day*
  • Independence Day*
  • Labor Day*
  • Thanksgiving Day*
  • Thanksgiving Friday
  • Christmas Eve
  • Christmas Day*

*national holiday

 

What’s Covered

As part of this Agreement, we strive to include all the day to day IT support items that are typically required to run a typical Business Technology Baseline Infrastructure.

You can see a list of all the items we will cover under this Agreement in

Appendix C.

It’s important to note that anything not included in Appendix C is explicitly excluded from Your Agreement and will be billed at our normal rates as found on our Rate Schedule.

From time to time, we may provide support for items not explicitly included in Appendix C without charge – however we will do this at our sole discretion.

Liability

  • Disaster recovery liability – We will make every effort to recover data in the event of a disaster, but no guarantees can be made to recover every piece of data
  • Cyber threat liability – We services are a defense against cyber threats, but if a threat does reach network devices, we are not liable for damages and/or losses. Will make every effort to mitigate, however.
  • Under no circumstances are we responsible for lost income or revenues pertaining to your business.

Reporting

Each month, if requested, we will email Your Primary IT Contact a list of any Service Requests that we currently have in Our system that are currently waiting on input from You. This is to help figure out what Service Requests may be on hold whilst We are waiting on more information from someone on Your team.

Each month, we will email an Executive Summary report to Your Primary IT Contact with metrics from the previous months use of our services.

This report will contain metrics such as:

  • Number of Service Requests Opened and Closed for the Month
  • The Top 5 Users for Service Request Volume at Your Business
  • Service Request Types (by Category)
  •  

We may modify the metrics We use in this report from time to time as We continually improve how we report to Our clients.

Quarterly Business Reviews

As part of this Agreement – every quarter We will provide to You to a Quarterly Business Review Session. Think of this session as meeting with your Virtual IT Manager.

In this session, we run through items such as, but limited to, the following:

  • Last Quarters Metrics
  • Your Plans for the next Quarter
  • Refresh Cycle Update / Minimum Standards
  • Technology Budget Update
  • Technology Update
  • Anything else you need to raise / discuss related to your IT

You agree to allocate 2 hours to each of these sessions to ensure that We can provide our Service to You at the world class levels that We strive for.

You agree to give us at least 5 Business Days’ notice if you need to re-schedule or amend an upcoming Quarterly Business Review. If You fail to give us at least 7 Business Days’ notice, that quarters Business Review will still be counted as used.

Your Responsibilities

Minimum Standards

There are some Hardware and Software requirements that You need to have in place in order for Us to meet Our Service obligations, these can be found here: 574technologies.com/supported-technology-platform. We will update this list from time to time as certain technologies age and other technologies are released and tested by us.

If You do not have all these Minimum Standards in place before Your Agreement start date, we will work with you on a plan to bring your Network up to our Minimum Standards.

We understand that this may take some time depending on timing and budgets so we will do our best to support any items that do not currently meet Our Minimum Standards.

However, if an item requiring support does not meet our Minimum Standards, it will be at our sole discretion whether we charge You for any time incurred for supporting that Item.

Approved Business Software

The list in Appendix D shows all of the Approved software that can be installed on any of the Computers or Devices covered by this Agreement.

This doesn’t mean that all other software can’t be installed – it simply means that if other software is installed, then it’s up to our sole discretion whether we cover any Service Requests related any other Software under the scope of this Agreement.

If We deem any Service Requests to be Out of the scope of This Agreement, We will ask for Your approval before performing any work.

This list may change over the time we work together under this Agreement. We will email any updates to this list to Your Primary IT Contact.

Lodging of Service Requests

The process for lodging Service Requests is outlined in Our General Terms and Conditions as referenced in the General Section of this Agreement.

Critical and High Priority Service Requests must be lodged via phone only otherwise Our Response Time Guarantee will only be applicable at Our Medium priority level for these.

It’s important You and Your team follow this process to ensure You are guaranteed to receive the support at the levels We have promised.

You agree to make sure Your team is aware of any restrictions You have in place regarding who is authorized to lodge Service Requests, as all requests received by us will be chargeable and/ or allocated against this Agreement.

Access Requirements

You agree to allow Us full and free access to Your computers, associated equipment. Your premises and Your team for the purposes of providing the Services in this Agreement.

If there is anything that interferes with our access, we may in our absolute discretion charge You for any extra time incurred.

Primary IT Contacts

You agree to nominate from Your team a Primary IT Contact and a Secondary IT Contact (who We will treat as the Primary IT Contact should the current Primary IT Contact not be available).

When issues of Critical and High Priority are happening, your Team are to channel all communication through these people during business hours.

This allows Our team to work most effectively in restoring Your services as fast as possible, instead of fielding calls from multiple sources about the same problem.

The Primary IT Contact is to inform all staff at these times, to ensure fast resolutions.

The role of the Primary IT Contact is to also assist Our team to be the eyes and hands onsite, to allow them to remotely diagnose and solve issues in the fastest possible manner.

You will be asked to provide the details of your nominated Primary and Secondary IT Contacts during your Onboarding process and you agree to update us if and when these Contacts change during the Term of this Agreement.

Third Party Authorizations

In order to be able to assist You quickly in times of need, You need to make sure We are authorized to work with all of Your external Vendors that We may require to work with to provide you Our Service.

This includes but is not limited to Your Internet Service Provider, Your Web and Domain Hosting Provider and Your Telephony Provider.

During your Onboarding process We will run through with You to determine all the Vendors You will need to give authorization to. You can use the template found in Appendix F to assist.

If We are not Authorized for a particular Vendor, We may in Our absolute discretion, charge You extra for any Time it takes us to obtain authorization for Us to deal with that Vendor on Your behalf when needed.

If You start working with any new Vendors that We will need to interact with after We start work on this Agreement, You agree to make sure that We are authorized to act on Your behalf on commencement of Your relationship with the new Vendor.

Other Important Items

Hardware-as-a-Service

If we are providing any hardware-as-a-service, including firewalls, networking equipment, printers, computers, servers, or anything else related to IT, then that property is ownership of our company. By receiving hardware-as-a-service, you agree to loss or damage to said hardware is billable to your company, outside of normally recurring charges.

Vendor Choice

We reserve the right and discretion to change hardware and/or software vendors for any of the solutions that are in place for services we are providing, so long as the agreed upon service is not affected in a negative way.

Hardware Returns

All hardware sales purchased from 574 Technologies are final. If products are not functional or otherwise faulty, any applicable manufacturer or third-party warranties would apply.

Cloud Storage Overages

For any cloud storage data that 574 Technologies LLC is hosting for you, there will be overages charges for $.25 per GB over the planned limits as noted in any proposals/statements of work.

Supportable Hardware and Software

This goes along with our minimum standards. You must maintain hardware and software licenses that are supported by the manufacturer. Any hardware or software in production that has passed End-Of-Life will not be supported by 574 Technologies under an unlimited support agreement and will be billable at the standard hourly rate.

Breach of Contract

Should either party breach, or fail to perform, any material term or condition of this agreement, the other party may terminate this agreement with 30 days written notice. Unpaid account balances will incur a 2-1/2% service charge each month beginning 30 days from the date of invoice. In the event of CLIENT breach, the early termination fee will be the total of the remaining monthly billings for the unexpired Agreement term. If 574 Technologies LLC incurs any expense in the collection of monies owed, CLIENT is fully responsible for all collection costs including but not limited to, attorney’s fees.

Self-Help Remedies

CLIENT agrees and acknowledges 574 Technologies LLC is entitled to self-help remedies upon CLIENT’S breach of this agreement. The enumeration of any right or remedy, particularly in this paragraph, does not affect 574 Technologies LLC’s right to prosecute under applicable laws, to claim civil penalties, or to pursue other remedies. CLIENT agrees and acknowledges that nothing under this MSA shall adversely affect the rights of 574 Technologies LLC or the enforcement of 574 Technologies LLC’s rights against CLIENT.

Exclusions

574 Technologies LLC is not responsible for Services impeded by, and claims for service credits or other financial compensation whatsoever cannot be made in respect of, the following:

  • 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 being a malicious act or otherwise through the actions of another of the CLIENT’s users that have been found to be in breach of 574 Technologies LLC’s terms and conditions;
  • faults which are the result of misuse or interference by the CLIENT or any third party with the Service;
  • faults which are the result of data transmission originating from equipment owned or managed by 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 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 relevant telecommunications link outside 574 Technologies LLC’s control;
  • any outage and/or loss or failure of service resulting from Force Majeure; and
  • outages and/or loss or failure of Service to the extent caused or contributed to by any equipment not supplied by 574 Technologies LLC and/or in relation to which 574 Technologies LLC has not agreed to provide maintenance and/or support.

Scheduled Maintenance

574 Technologies LLC and/or its third party agencies periodically conduct Scheduled Maintenance that may affect availability of 574 Technologies LLC’s Services. 574 Technologies LLC shall (and/or will take all reasonable steps to ensure that its third party agencies carrying out Scheduled Maintenance shall) make every reasonable effort to ensure that Scheduled Maintenance does not affect availability of the Services, but reserves the right to carry out Scheduled Maintenance and shall give the CLIENT as much notice as is reasonably practicable to ensure proper operation of the Services.

Confidentiality

574 Technologies LLC and its agents will not use or disclose CLIENT information, except as necessary to provide the contracted services, or as required by law, and will protect against unauthorized use.

Independent Engagement/Non-Hire

Because employees are one of our most valuable assets, policy and professional ethics require that our employees not seek employment with, or be offered employment by any CLIENT during the course of engagement and for a period of two (2) years thereafter. Your signature on this document conforms your organization’s agreement to adhere to this professional standard of conduct. CLIENT acknowledges that 574 Technologies LLC is involved in a highly strategic and competitive business. CLIENT further acknowledges that CLIENT would gain substantial benefit and that 574 Technologies LLC would be deprived of such benefit, if CLIENT were to directly hire any personnel employed by 574 Technologies LLC. Except as otherwise provided by law, CLIENT shall not, without the prior written consent of 574 Technologies LLC, solicit the employment of 574 Technologies LLC personnel during the term of this MSA and for a period of two (2) years following its expiration. CLIENT agrees that determining 574 Technologies LLC’s damages resulting from breach by CLIENT of this provision would be impractical and that it would be extremely difficult to ascertain the actual amount of damages. Therefore, in the event CLIENT violates this provision, CLIENT shall immediately pay 574 Technologies LLC an amount equal to 50% of employee’s total annual compensation, as liquidated damages and 574 Technologies LLC shall have the option to terminate this Agreement without further notice or liability to CLIENT. The amount of the liquidated damages reflected herein is not intended as a penalty and is reasonably calculated based upon the projected costs 574 Technologies LLC would incur to identify, recruit, hire and train suitable replacements for such personnel.

Third Party Beneficiaries

This Agreement confers no rights or remedies on any third party, other than the parties to this Agreement and their respective successors and permitted assigns.

This Agreement is not intended to serve as a joint venture or to create a partnership between parties, but the parties remain separate as merchants under applicable law.

Governance of Contract

This Agreement confers no rights or remedies on any third party, other than the parties to this Agreement and their respective successors and permitted assigns.

This Agreement is not intended to serve as a joint venture or to create a partnership between parties, but the parties remain separate as merchants under applicable law.

Choice of Court

A lawsuit arising directly or indirectly out of this Agreement will be litigated in the State of Indiana even if such litigation involves federal court.

Indemnification

CLIENT holds 574 Technologies LLC harmless upon, if at all, the CLIENT causing a party other than 574 Technologies LLC hardship or damages while the CLIENT conducts business under the terms of this Agreement.

Assignability and Severability

This Agreement is not assignable by CLIENT unless provided written consent by 574 Technologies LLC. Each provision of this Agreement must be interpreted in a way that is valid under applicable law. If any provision, term, or phrase is held invalid, the rest of this Agreement will remain in full effect.

Waiver Of Breach

574 Technologies LLC’s waiver, if any, of CLIENT’s breach of this Agreement shall not operate or be construed as a waiver of any subsequent breach of this Agreement by CLIENT.

Amendments

574 Technologies LLC can amend this document at any time.

Review

The parties have had an opportunity if they so choose to consult with their attorneys, have read and understood this Agreement, and have signed this Agreement on their own free will.

Titles and Headings

Titles and headings are inserted into this Agreement for reference purposes only, and must not be used to interpret this Agreement.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Appendix A

Guaranteed Response Times & Priority Levels

The following table shows the Guaranteed Response times for each priority level and provides priority level examples. 

Priority

Examples

Guaranteed Response Times

Critical

Ex1. Your main server is offline, and all users are unable to work.

Ex2. One of your network switches has failed and stopped half of your company from working.

1 Hour

High

Ex1. Your internet connection is offline, but users can still work locally.

Ex2. Your main accounting software has stopped working.

2 Hours

Medium

Ex1. One of the main printers isn’t working, but users can print to another.

Ex2. A user’s desktop won’t turn on, so they can’t work.

4 Hours

Low

Ex1. Printing is slower than normal.

Ex2. A single user is unable to scan.

Ex3. A user needs a program installed on their PC.

8 Hours

No Priority

Proactive maintenance of systems

n/a

 

 

 

Appendix B

Response Time Guarantee Exclusion List

The Response Time Guarantee does not apply to:

  • Additions, moves or changes to users, devices, configurations, or network.
  • Issues lodged in any other manner than specified in this Agreement and our General Terms and Conditions
  • Issues lodged outside Our Business Hours
  • Items caused by Hardware or Software not meeting our Minimum Standards.
  • Service Requests related to Software not on our Approved Software List (see Appendix D)
  • Service Requests for issues that have been caused by You not acting on advice or recommendations given by Us
  • Service Requests for Issues caused by You or third parties modifying any Hardware or Software Configuration
  • Service Requests for issues related to user-initiated Virus and Malware Infections
  • Service Requests for Issues involving the sourcing of hardware/software.
  • Service Requests for Hardware and Software issues of items that are not under current warranty or maintenance coverage.

 

 

Appendix C

Agreement Inclusion List

Description

Frequency

Included

Consulting

Onsite Quarterly Business Review (QBR)

Quarterly

Yes

Desktop, Laptops, and Servers

Setup New Profiles on Desktops and Laptops

As Needed

Yes

Add / Edit / Delete User Accounts

As Needed

Yes

Forgotten Password Resets

As Needed

Yes

Archive Old User Accounts (Backup Email & Files)

As Needed

Yes

Setup & Maintain Security Groups

As Needed

Yes

Setup & Maintain Network Drives

As Needed

Yes

Restore Files from Backups (1)

As Needed

Yes

Troubleshoot Operating System Not Working

As Needed

Yes

Troubleshoot Microsoft Office Not Working

As Needed

Yes

Troubleshoot Anti-Virus Not Working

As Needed

Yes

Reboot Servers

As Needed

Yes

Troubleshoot Hardware Issues (3)

As Needed

Yes

Hard Drive Clean-up (Remove Temp & Unnecessary Files)

As Needed

Yes

Warranty Claim Processing (3)

As Needed

Yes

Microsoft Patch Management (Service Packs & Updates)

Weekly

Yes

Update Approved 3rd Party Applications (Adobe Flash, Adobe Reader, PDF Creator, Java, 7-Zip)

Weekly

Yes

Monitor all Critical Server and Computer Services and Fix

24x7x365

Yes

Monitor Anti-Virus Running & Protection Enabled

24x7x365

Yes

Monitor Anti-Virus Definitions +Updating Correctly

24x7x365

Yes

Monitor Anti-Malware Running & Protection Enabled

24x7x365

Yes

Monitor Anti-Malware Definitions Updating Correctly

24x7x365

Yes

Monitor Hard Disk Health + Space & Defrag if Necessary

24x7x365

Yes

Monitor High CPU Usage

24x7x365

Yes

Monitor Security and Event Logs

24x7x365

Yes

Roll out our Best Practices Security Policies

On-Going

Yes

Backups and Disaster Recovery

Monitor Server and Computer Backups (1)

24x7x365

Yes

Monitor Microsoft 365 / Google Workspaces Backups (1)

24x7x365

Yes

Troubleshoot Server and Computer Backup Failures (1)

As Needed

Yes

Troubleshoot Office365 Backup Failures (1)

As Needed

Yes

Manual Test Restore & Report of All Approved Backups (1)

Monthly

Yes

Printers

Clear & Reset Printer Queues

As Needed

Yes

Troubleshoot Printer Issues

As Needed

Yes

Add / Edit / Delete Printer Mapping Group Policies

As Needed

Yes

Add / Edit / Delete Printer Drivers for Existing Printers

As Needed

Yes

Troubleshoot Printer Hardware Issues (3)

As Needed

Yes

Warranty Claim Processing (3)

As Needed

Yes

Network

Troubleshoot Internet Service Provider Issues & Outages

As Needed

Yes

Troubleshoot Network Switch Issues

As Needed

Yes

Troubleshoot Wi-Fi Access Point Issues

As Needed

Yes

Update Wi-Fi SSID / Keys

As Needed

Yes

Troubleshoot Firewall Issues

As Needed

Yes

Firewall Security Audit and Adjustment

Monthly

Yes

Monitor Network Switches Operations & Availability

24x7x365

Yes

Monitor Wi-Fi Access Points Operations & Availability

24x7x365

Yes

Monitor Firewall Operations & Availability           

24x7x365

Yes

Warranty Claim Processing (3)

As Needed

Yes

Domain Names

Add / Edit / Delete MX Records

As Needed

Yes

Add / Edit / Delete TXT Records

As Needed

Yes

Add / Edit / Delete PTR Records

As Needed

Yes

Add / Edit / Delete CNAME Records

As Needed

Yes

Add / Edit / Delete A Records

As Needed

Yes

Mobile Phones and Tablets

Configure Outlook or Mail App (2)

As Needed

Yes

Configure OneDrive for Business App (2)

As Needed

Yes

Configure Teams for Business App (2)    

As Needed

Yes

Microsoft 365 / Google Workspaces

Add / Edit / Delete User Accounts

As Needed

Yes

Add / Edit / Delete User and Security Groups

As Needed

Yes

Add / Edit / Delete Shared Mailboxes

As Needed

Yes

Add / Edit / Delete Distribution Groups

As Needed

Yes

Forgotten Password Resets

As Needed

Yes

Archive Old User Accounts (Backup Email & OneDrive)

As Needed

Yes

Restore Files from Backups (1)

As Needed

Yes

Install & Connect OneDrive Desktop Client (2)

As Needed

Yes

Install & Connect Teams Desktop Client (2)

As Needed

Yes

Install Office 365 Apps for Business (2)

As Needed

Yes

 

  • Only applies to when using the Backup Platforms in our Recommended Technology Platform.
  • This assumes that you already have the back-end systems and company-wide configurations all setup and configured for this product. If you don’t, then We will discuss with You the scope of any potential Project and send You a separate Proposal for your review.
  • As you can appreciate, it’s hard to build a profitable and sustainable business offering “Unlimited Support” at a reasonable price for items that we didn’t recommend, sell and install.

As such, if the Hardware we are troubleshooting was not purchased from us and/or the device is not currently covered by the Manufacturer’s warranty, a care pack or a maintenance agreement, then it is in Our sole discretion as to whether We will cover this work under the Scope of this Agreement or set it as Billable Out of Scope work.

 

Appendix D

Approved Software List

This list can be adjusted based on use case and needs.

  • Microsoft Software
  • Google Chrome
  • Firefox
  • Intuit Quickbooks
  • Datto
  • Axcient
  • MSP360 (Cloudberry Labs)
  • SentinelOne

 

 

Appendix E

Definitions & Interpretations

“Agreement” means any arrangement between Us and You (whether alone or in conjunction with any other person) for Services and/or the provision of Goods provided by Us under an arrangement in connection with Work agreed to be done or progressed for or on behalf of You or any other person at Your request, including as set out in this Agreement and any corresponding Proposal;

“Plan Fee” means a quote provided to You by Us;

“Proposal” means a Quote or Proposal provided to You by Us;

“Rate Schedule” means the schedule of rates, charges and conditions for the services of Ours as set, and as may be varied, by Us from time to time in Our absolute discretion;

“Recommended Technology Platform” is the list of Software and Hardware found at 574technologies.com/supported-technology-platform/ and updated by Us from time to time.

“Response Time” Response Time is measured as the difference between the time We are first notified of a New Service Request as per the process outlined in our General Terms and Conditions and the time that We start providing Service on the Service Request. We do not count any triage, scheduling or dispatch work when calculating Response Times.

“Services” means the provision of any services by Us including Work, advice and recommendations;

“Service Request” means any request for work that either you ask us to perform or we perform proactively on your behalf;

“Software” includes software and any installation, update, associated software and any services provided in connection with any of these things;