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Master Services Agreement

Master Services Agreement

This Master Services Agreement (“MSA”) is entered into between KLIK SOLUTIONS LLC (“Company”) and Customer as identified on the approved and signed Quote (“Customer”). The effective date of this MSA shall be the date of the Quote signed by Customer (“Effective Date”).

For and in consideration of the promises contained herein and good and valuable consideration, receipt of which is hereby acknowledged, the parties agree as follows:

  1. Services. This MSA governs the provision of services to be provided by Company (“Services”) as described in the applicable Statements of Work (“QUOTE”) entered into between the Company and the Customer.
  2. QUOTE and General Services Terms. Each QUOTE shall specify the Services to be performed, Term and Fees to be paid. Each QUOTE represents a separate contract between Company and Customer that incorporates the terms of this MSA, Terms & Conditions set forth in the QUOTE, and any appendix/attachments thereto, as if fully set forth therein. In event of a conflict between the terms of QUOTE and MSA, the terms of the QUOTE shall supersede the terms of the MSA. Provision of Services under a QUOTE does not obligate the Company to provide any additional or subsequent Services at a later time. All Services provided by Company will be performed by competent and qualified personnel in accordance with generally accepted professional standards. Company personnel will conduct themselves in a professional manner while working at Customer’s premises and interacting with Customer staff
    1.  To the extent such is relevant and reasonably necessary by Company to perform the Services, Customer has a material obligation to provide Company with: (a) all reasonable information, data, and materials, (b) personnel having knowledge of Customer’s operations and other aspects of Customer’s business, and/or (c) reasonable access to Customer’s network, computer systems, premises, or other facilities. Failure to provide the above may delay commencement or completion of Services and Company shall not be liable to Customer for such delays caused by Customer. Customer acknowledges that any delay caused by Customer may result in additional fees, which Customer agrees to pay. Customer must provide documentation related to network and data security and protections to Company in advance of any Services being provided. To facilitate the installation and maintenance of the Services, Customer will: a) prepare its premises (including the disconnection and removal of existing service(s)) as necessary; b) provide any inside wiring, equipment and/or software necessary to connect Services unless specified in proposal; and c) provide Company all required access as necessary. Title to all equipment and software provided and owned by Company will remain exclusively with Company. Customer further agrees not to create or permit to be created any lien or other encumbrances on Company’s equipment and software.
    2. Company will notify Customer of the Service Commencement Date applicable to the relevant QUOTE. The Service Commencement date shall be the first day of the Term under that QUOTE. Unless Customer notifies Company within five (5) business days after the Company provided Service Commencement Date that Services are not operational, Services will be deemed accepted by Customer as of the Service Commencement Date and Fees for Services will begin.
    3. Customer may use the Services for any lawful purpose provided that such use does not: a) interfere with or impair service over any of the facilities and associated equipment constituting Company network; or b) impair the privacy of any communications over the facilities and equipment of Company. Customer shall use the Services in accordance with all applicable laws and regulations, and the terms and conditions contained in this MSA and applicable QUOTEs. Company may make changes to the Services or methods of providing Services, provided that any such change will not materially and adversely affect the performance to the Services.
    4. Company will maintain all equipment and software, if any, provided by Company as part of the Services or utilized to deliver the Services at no additional charge to Customer, unless such charges are: a) specifically set forth in the QUOTE; or b) incurred for maintenance that is necessitated by unauthorized modifications or other acts or omissions of Customer or others under Customer’s control. Upon completion or discontinuation of Services for any reason, Customer will, within twenty (20) days after such completion or discontinuation, surrender any Company owned equipment or software in the same conditions as delivered, subject only to reasonable wear and tear. In the event, Company owned equipment or software is surrendered in damaged condition, Customer agrees to pay Company directly any additional charges or fees necessary to repair or replace said damaged equipment.
    5. Company shall not be responsible to the Customer for loss of use of the network or for any other liabilities arising from alterations, additions, adjustments, repairs, or any other changes that have been made to the network other than by authorized representatives of Company. Company reserves the right to suspend or terminate this MSA if, in its sole discretion; conditions at the service site pose a health or safety threat to any Company representatives or its equipment and other assets.
    6. Unless otherwise stated in the QUOTE, Customer is responsible for paying Third-Party licensing fees and Charges (“Third Party fees”) incurred for or in connection with Services. Third-Party fees and charges may include but are not limited to services such as Microsoft 365 licenses, cloud services, storage services, bandwidth services, provision of power, and datacenter space. In the event the Third-Party changes its fees or charges during the Term, Customer Monthly Services Fees will be adjusted by the amount of the change. Company will provide notice to Customer as soon as practicable after notice from the Third-Party is received. Adjusted Customer billing will begin the month of the Third-Party increase.
    7. For additional Customer responsibilities related to Customer offices, datacenters, equipment, and other property, Network and Systems Standards, as well as Service Limitations, see Appendix A, which is incorporated as if fully set forth herein.
    8. Customer will be responsible to pay Company a fee for onboarding based on actual time spent.  Payment for this onboarding will be due within ten (10) days, NET10.
  3. Term. This MSA shall be effective for one (1) year, commencing on the Effective Date, and shall automatically renew for additional one-year periods on each annual anniversary of the Effective Date (individually, the initial term and renewal terms shall be referred to as “the Term” and collectively as “Terms.”), unless terminated by either party with no less than sixty (60) days prior to the expiration of the then current Term. Termination of this MSA shall result in termination of all related QUOTEs.
  4. Fees and Billing Cycles. Fees for monthly recurring Services will be invoiced and are due in advance of the month in which Services are to be provided. AutoPay authorized Credit Card or ACH payments will be charged on the 10th day of each month preceding the month in which Services are to be provided. A monthly billing cycle begins on the first day of each month during an applicable Term. First billing cycle may be prorated from the Service Commencement Date through the 1st day of the following month. Credit Card payments are subject to a 3.0% convenience fee which will be automatically added to all credit card charges.
    1. Provided the Customer approves travel expenses in advance of being incurred, Customer agrees to reimburse Company for all documented reasonable actual expenses of travel, lodging, food, and incidentals incurred by Company in providing Services to Customer.
    2. Company reserves the right to modify the monthly (or other periodic recurring) Fees stated on any QUOTE based on market conditions at or after each annual anniversary of the Service Commencement Date and at sole discretion of the Company. Such modification shall not exceed 5% of the amount of fees then paid by Customer and shall not require a new QUOTE or MSA to be executed. Company will provide notice of the fee changes at least thirty (30) days prior to effective date of the change.
  5. Payment Terms. Invoice payments are due within ten (10) days (NET10) of the date of the invoice. Customer shall pay all fees and expenses as invoiced unless Customer disputes any part thereof within ten (10) calendar days of the receipt of the invoice by a detailed written notice of the dispute. Following such notice, Customer may withhold payment only for the specific fee or expense under such dispute. Customer’s obligation to pay the undisputed portion of the invoice shall be unaffected. All payments shall be in U.S. currency and drawn on a U.S. bank. All taxes, withholdings, fees, surcharges, tariffs and other Governmental or regulatory charges and third-party fees relating to any Services provided hereunder (other than income taxes of Company), including any retroactive charges not billed to Customer previously, shall be paid by Customer.
  6. Late Payments. Payments received after the due date are subject to 1.5% per month late fee (18% per year). If payment is not received within ten (10) days of the due date, Company at its sole discretion and without any liability to Customer or others and without further notice, may suspend all or some Services and/or require a reasonable advance retainer payment for Services expected to be provided. Reinstatement or reactivation of Services shall require immediate payment of all outstanding balances due to Company and any fees equal to charges incurred by Company from third parties for such reinstatement/reactivation, if applicable. Customer will be assessed a $50.00 fee per check if such check is returned unpaid by a bank for any reason.
  7. Communications. All written notices, requests, demands, claims, and other communications shall be in writing and shall be sent to Klik Solutions, LLC, 1000 Key Highway East, Baltimore Maryland 21230, and, via email, when permitted, to accounting@KLIK.solutions All notices and invoices to Customer shall be sent to billing address and billing email on record as stated on the QUOTE. It is the Customer’s responsibility to update the current contact information as needed.
  8. Nondisclosure of Confidential Information. Each party acknowledges that it may have access to certain confidential information of the other party and/or third parties. Confidential Information shall include all information in tangible or intangible form that is marked or designated as confidential or that, under the circumstances of its disclosure or by its nature, should be considered confidential. Confidential Information includes, but is not limited to: marked confidential information of Customer or Company; technology utilized by the parties in operating their business and delivering Services; business plans; customer information; vendor information; pricing; service level agreements; proposals; estimates; drawings; configurations; code; hardware and software used in providing Services under this MSA; network plans; employee information; and the terms and conditions of this MSA and QUOTEs. Each party agrees that it will not use in any way, for its own benefit or the benefit of any third party, except as required to achieve the purposes of this MSA, QUOTEs, and Services, nor disclose to any third party (except as required by law or to such party’s attorneys, accountants, and other advisors as reasonably necessary), any Confidential Information of the other party. The receiving party may disclose Confidential Information pursuant to the requirements of a governmental agency or by operation of law, provided that it gives the disclosing party reasonable prior written notice sufficient to permit the disclosing party to contest such disclosure.Information will not be deemed Confidential Information if such information: (i) is known to the receiving party prior to receipt from the disclosing party directly or indirectly from a source other than one having an obligation of confidentiality to the disclosing party; (ii) becomes known (independently of disclosure by the disclosing party) to the receiving party directly or indirectly from a source other than one having an obligation of confidentiality to the disclosing party; or (iii) becomes publicly known, except through a breach of this MSA by the receiving party.
  9. Ownership.  No rights of ownership of copyrights, patents, trade secrets, trademarks, or any other intellectual property are granted by this MSA or applicable QUOTEs.  Company retains all rights in Company Confidential and Proprietary Materials. For purposes of this MSA, Company Proprietary Material will mean all materials, information, and other deliverable items originally developed by Company, as well as Company’s proprietary tools, methodologies, documentation, and methods of analysis.
  10. Termination.
    1. This MSA and any applicable QUOTE may be terminated by a non-defaulting party if (a) the other party violates or defaults in performing or observing any material term or obligation in this MSA or applicable QUOTE, or (b) the other party becomes the subject of a bankruptcy petition or any voluntary proceeding relating to insolvency, receivership, liquidation, or composition for benefit of its creditors. Customer shall be liable for all Fees and expenses for Services prior to the termination date for any reason.
    2. In the event the Customer wishes to terminate the MSA or QUOTEs for reasons set forth in Section 10.1 above, the Customer shall provide a written notice to Company detailing the alleged violations or defaults and specifying the remedies sought by Customer. Company shall have thirty (30) days of receipt of such notice to correct any default, if practicable, or to begin the correction of such default, if the same cannot be reasonably completed within thirty (30) days of the receipt of the notice.
    3. In the event Customer terminates a QUOTE or MSA for reasons other than set forth in Section 10.1, Customer shall remain obligated to pay all fees, including Third-Party fees, stated in the QUOTE through the end of the then current Term. Although Customer may be invoiced for Third-Party fees on a monthly basis, in the event any Third-Party services are provided and contracted for by Company for or in connection with Services on an annual or other subscription period basis, Customer is obligated to pay such Third-Party fees through the end of the then current annual or other subscription period. Customer acknowledges that when Company signs a QUOTE, Company allocates and commits resources to perform the Services under such QUOTE and, as such, incurs costs and expenses in its operations for the benefit of Customer. Customer expressly agrees that in an event of termination for reasons set forth in this Section 10.3, damages to the Company are difficult or impossible to estimate at the time of execution of this MSA and any related QUOTE, and the above terminations provisions are not penalties and are reasonable under the terms of this MSA, applicable QUOTEs and Maryland law.
    4. If Customer fails to make payment within 10 days after the due date, and such failure remains uncorrected for 20 calendar days after written notice from Company, Company may, at its sole discretion, terminate the MSA and/or the affected QUOTE without further liability to Customer.
    5. This MSA and any related QUOTEs may be terminated, in whole or in part, by Company with no less than 60 days prior notice for the following reasons: (a) Customer providing false or misleading information required by Sections 2 and Appendix A, (b) Customer’s unlawful or fraudulent use of Services, (c) Customer’s violation of any laws, rules, or regulations of any governing authority over the Services, or (d) the Services are no longer technologically or economically feasible for Company to provide. Upon termination for the preceding reasons, Customer shall immediately cease the use of Services and pay any outstanding Fees due to Company.
  11. Dispute Resolution.
    1. Neither party shall commence a judicial, administrative, or other legal proceeding against the other unless such party gives written notice (“Dispute Notice”) to the other party detailing the nature of the Dispute and remedies and/or actions sought. Any controversy, claim or dispute related to the MSA or any QUOTE (a “Dispute”) shall be first submitted to mediation within the State of Maryland. If the parties cannot resolve the dispute by mutual agreement or agree on the selection of a mediator within thirty (30) days after receipt of the Dispute Notice, the mediator shall be selected in accordance with procedures of the Maryland Center for Dispute Resolution, or equivalent, in effect on the date of the Dispute Notice. The parties shall attempt in good faith to resolve the Dispute by mediation under the rules agreed upon by the parties, or failing agreement as to the rules within thirty (30) days after Mediation is demanded, in accordance with the Mediation Rules of the Maryland Center for Dispute Resolution in effect at the time of this Agreement.
    2. Notwithstanding the above paragraph, the parties recognize that a need may arise to seek emergency or temporary injunctive relief. Immediately following the issuance of any such relief, the parties agree to stay of any judicial proceedings pending mediation as set forth above. Notwithstanding this section, Company shall be permitted to commence judicial, administrative, or other legal proceeding solely for purposes of collections of unpaid fees due to Company without first resorting to mediation.
  12. Warranties.
    1. Other than expressly stated in applicable QUOTE and this MSA, all Services are provided without any other warranties, either express or implied, including but not limited to the implied warranties of merchantability and/or fitness for a particular purpose, accuracy, non-infringement, non-interference, title, compatibility of systems or programs, integration and those arising from course of dealing or trade. This MSA and the applicable QUOTE shall be the only documents comprising the agreement between the parties. All other promises, warranties, and representations shall have no effect.
    2. Company will use commercially reasonable efforts to provide Services by the agreed upon installation or Services commencement date. Scheduled installation and commencement dates are estimates only. Company will not be liable for any damages whatsoever related to delays in meeting any installation or service commencement dates due to delays resulting from normal construction procedures or other reasons beyond Company’s control.
    3. In the event the Services do not meet the specifications set forth in the applicable QUOTE, Company will, at its sole discretion, either re-perform the Services to meet specifications or refund a proportionate amount of any fees paid by the Customer attributable to such non-compliant Services. Company does not make any warranties whatsoever that the Services will be uninterrupted or error free.
  13. Indemnification. Each party shall defend, indemnify, and hold harmless the other party and that party’s principals, shareholders, officers, directions, members, employees, affiliates, subsidiaries, and parent organizations from third party claims, demands, liabilities, costs or expenses, including actual attorneys’ fees (collectively “Claims”), resulting from: (a) any violation of applicable state, federal, or local laws, regulations, codes, or rules by indemnifying party; (b) the infringement or misappropriation of any intellectual property right by indemnifying party; (c) injuries to or death of any person caused by acts of the indemnifying party. The indemnified party shall provide notice of any Claims it receives subject to indemnification promptly after receiving the same and the indemnifying party shall have the right to participate in the defense of any Claim, at its own expense. No party should consent to settlement without the consent of the other party, which shall not be unreasonably withheld.
  14. Limitations of Liabilities. Company’s liability arising out of or related to provision of any Services or terms and obligations under this MSA and/or applicable QUOTEs, including indemnification under Section 14, shall not exceed in any way the amount received by Company from Customer within the preceding one (1) calendar month prior the date of the Dispute Notice under the QUOTE which is the subject of such liability. In no event shall Company be liable to Customer or any third party with respect to the subject matter of this MSA or any QUOTE under any contract, warranty, negligence, strict liability or other theory for any type of indirect, consequential, exemplary, incidental, reliance, special, or punitive damage, including lost revenue, profits, business, and loss of data, and whether or not such damages were foreseeable and even if Company was advised of the possibility of such damages.
  15. Attorneys’ Fees and Other Expenses. In the event that either party shall bring any action, suit, or proceeding (collectively “Action”) to enforce any of its rights under this MSA and/or QUOTEs and shall be entitled to judgment, verdict, or decision in its favor, then in such Action such prevailing party shall recover actual expenses, including attorneys’ fees and costs, third party expenses, filing fees, and fees related to discovery, post-judgment motions, appeals, and collection proceedings, and the amount shall be included in such judgment, verdict, or decision, or any amendment thereto.
  16. Insurance. Company and Customer, separately and individually, shall keep in full force and effect during the term of this MSA and any QUOTE, a general liability policy with no less than an aggregate limit of $2,000,000 . Each party shall insure its employees, agents and contractors as required by law. If services are to be performed on Customer’s premises, upon execution of QUOTE, Customer shall deliver to Company a certificate of insurance which names the Company as the additional insured.
  17. Business Relationship. This MSA shall not create any agency, employment, joint venture, partnership, or fiduciary relationship between the parties. Neither party shall have the authority to, nor shall either party attempt to create any obligation on behalf of the other party.
  18. Force Majeure. Notwithstanding anything stated in this MSA or QUOTEs, neither party shall be liable to the other or deemed in default, if and to the extent that party’s performance is delayed or prevented by, directly or indirectly, a Force Majeure Event. The term Force Majeure Event means an occurrence that is beyond the reasonable control of the party and that which occurs without its cause, fault or negligence, including but not limited to acts of God, fire, explosion, flooding, earthquake, atmospheric conditions such as rain fade, lighting storm or strikes, cable cuts, pole hits, power disruptions, destruction of building, federal, state or local governmental actions or orders, technological impracticability, failure of the internet, national emergencies, pandemic, epidemic, medical emergencies, war or other military actions, riot, insurrection, terrorism, vandalism, or labor difficulties such as work stoppages, strikes, or lockouts, failure to perform by supplier, or any third party necessary to the provision of Services, or other cause which could not have been prevented with reasonable care. If Services cannot be restored or resumed for ninety (90) consecutive days due to a Force Majeure event, Customer may terminate the affected Services and QUOTE without penalty or further liability. Fees for Services will be prorated during the time Services are unavailable.
  19. Non-Solicitation. During the terms of the MSA and applicable QUOTEs and for twenty-four (24) months after termination for any reason, Customer shall not, directly or indirectly, solicit, hire, retain, or employ, or attempt to do the same, any persons employed by Company during the term of this MSA or QUOTE, except if such person responds to an employment advertisement made by the Customer to the general public in public media or forum. During the term of this MSA and QUOTEs and for twenty-four (24) months after termination for any reason, Customer shall not directly or indirectly, solicit or attempt to solicit any other customer of Company which was a customer during the term of this MSA to provide services identical or similar to services provided by Company.
  20. Governing Law, Venue and Jurisdiction. Waiver of Jury Trial. This MSA and any applicable QUOTEs, attachments, exhibits, or addenda, shall be governed by the substantive Laws of the State of Maryland without regard to its principles of choice of law, conflicts-of-law rules, or forum non-convenience. Jurisdiction and venue for any dispute, claim or suit, including mediation, shall be exclusively in the state or federal Courts located in the State of Maryland.IN ANY ACTION, SUIT, OR PROCEEDING BROUGHT BY ANY PARTY AGAINST THE OTHER PARTY, THE PARTIES EACH KNOWINGLY AND INTENTIONALLY, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, HEREBY ABSOLUTELY, UNCONDITIONALLY, IRREVOCABLY AND EXPRESSLY WAIVE FOREVER TRIAL BY JURY.
  21. Waiver of Breach not Deemed Continuing. The waiver by either party of a breach or violation of any provision of this MSA or QUOTEs shall not operate or be construed as a waiver of any subsequent breach hereof unless agreed to in writing. No waiver shall be deemed effective unless in writing and signed by both parties.
  22. Survival/Assignment. The covenants and agreements contained in his MSA with respect to Payment Terms, Nondisclosure of Confidential Information, Limitations of Liability, Indemnification, Attorney’s Fees and Other Expenses, and non-Solicitation, as well as any other provision which by its terms should survive the termination of this MSA, shall survive termination of this MSA and applicable QUOTEs, regardless of the reason for termination. The rights and obligations under this MSA shall survive any merger or sale or reorganization of either party and shall be binding upon the successors and permitted assigns of each party. Company may assign the rights, benefits, privileges, or obligations conveyed under this MSA with thirty (30) days prior notice to Customer. Customer may not assign the rights, benefits, privileges, or obligations conveyed under this MSA without first obtaining the written consent of Company, which consent will not be unreasonably withheld, provided, however, that the party receiving assignment expressly assumes, in writing the obligations of the Customer. No other party shall be considered a beneficiary of the MSA or QUOTEs.
  23. Severability. If any provision of this MSA is held to be contrary to any law or regulation, then the provision shall be stricken or modified to comply with the applicable law or regulation, and the remaining provisions shall remain in full force and effect.
  24. Modifications/Amendments. No modification of the MSA or QUOTEs shall be effective unless signed by both parties. This MSA and applicable QUOTEs, Terms & Conditions set forth in the QUOTE, and any appendix/attachments thereto, constitute the entire agreement between the parties and supersede all prior proposals, negotiations, or other communications between the parties.Customer agrees that this MSA and applicable QUOTE were executed after independent investigation and market research, voluntarily, and not in reliance on any inducements, promises, warranties or representations not contained in this MSA or related QUOTEs.By accepting and signing the QUOTE, the parties intend to be legally bound to the terms and provisions of this MSA, QUOTE, Terms & Conditions set forth in the QUOTE, and any appendix/attachments thereto.

END OF DOCUMENT

   

APPENDIX A

PART 1: CUSTOMER RESPONSIBILITIES  

In order to ensure the ability of Company to properly maintain Company equipment and software, as well as Customer technology, Customer will be responsible for the following:

  1. Customer shall maintain Customer site and environment in conditions suitable for operation of technology equipment. This includes, but is not limited to adequate workspace, colling, heating, light, ventilation, electric current, power outlets and power quality, fire protection system, internet, and remote access.
  2. Customer shall make the Customer site, servers, systems, software, or services available without restriction for Services in accordance with this Agreement as needed and/or within a mutually acceptable schedule.
  3. Customer agrees that it will inform Company prior to any material modification, installation, or service performed on or to the Customer servers, systems, software, services, or other hardware or software changes that would affect Customer technology by any entities and/or individuals not employed by Company relevant to the Services provided by Company. Customer understands and accepts that any additional services provided by Company to the Customer as a result of any such modification, installation, service, or change performed on or to the Customer servers, systems, software, services, or environment that would affect Customer technology will be considered outside the scope of Services covered under this Agreement and will be billable.
  4. Customer will designate a primary managerial level representative and a secondary representative (as a backup) as primary point of contact to facilitate clear communications and to authorize and approve any Services. Customer will use reasonable efforts at all times to see that such Customer representatives are available whenever a Company representative is providing Services at any Customer site. It is the responsibility of the Customer to inform company of any changes to the Customer designated primary or secondary representative as soon as possible.
  5. Customer will provide to Company any known security requirements for the Customer network and access to Customer data and identify Customer staff and employees specifically authorized to request modifications to the network security policy and backup processes.
  6. Company will use best efforts to ensure Customer software licensing and equipment warranties are properly maintained, however, Company assumes no responsibility for software licensing agreement and/or equipment warranty enforcement.
  7. Customer will use commercially appropriate efforts to verify that services and support agreements are current at all times with any hardware, software, and third-party vendors for any possible support services required to provide Services for or utilizing third-party services, systems and/or products, including but not limited to LOB software applications, and hardware. Customer understands and accepts that Company will use best efforts for the support of any servers and/or systems on the network that do not have a current warranty and/or service and support agreement with or designated as “end of life” (EOL) by the vendor or manufacturer. In no situation will Company be liable for paying third-party vendor or manufacturer support, services, or other fees.
    PART 2: NETWORK SYSTEMS AND STANDARDS  

Customer is responsible for ensuring the following prior to the commencement of Services:

  1. All network equipment is working and fully functional.
  2. All network equipment and third-party software have active, genuine licenses in good standing with support available from the vendor or manufacturer.
  3. Any such network equipment is not designated EOL by the vendor or manufacturer.
  4. Upon completion of the onboarding process, Company will provide Customer with a Technology Improvement Plan with recommendations for the remediation and improvement of any identified issues that require attention and/or that may affect the Services provided under this Agreement (“Plan”). The Plan will be presented to Customer to address any critical/high severity issues identified and suggested actions for the remediation of any medium/low issues that may need to be addressed.The Plan will include pricing for any required products/services and proposed project statement of work where necessary. Customer must notify the Company in writing of any known regulatory or contractual provisions, policies, practices, and or standards that must be met in the configuration and management of the Customer network and IT related business systems related to Services. Customer is responsible for reviewing, approving, and implementing any security solutions and other practices which are recommended and/or required to support Customer regulatory compliance standards. Customer remains responsible for any certifications related to the policies, practices, and procedures implemented by Company on behalf of Customer to satisfy legal and mandated compliance requirements of the Customer. Such services related to regulatory compliance may require the use of third-party experts, equipment, software, and services at an additional cost that are not covered under this Agreement. Such costs will be identified by Company and presented to Customer for approval.
    PART 3: SERVICE LIMITATIONS  
  1. Except as otherwise stated in this Agreement, all changes and/or upgrades to Customer devices including, but not limited to PCs, laptops, tablets, phones, servers, systems, software, and existing services, are outside the scope of this MSA. Company services do include installing vendor-provided software version patches and updates in this MSA, however, version upgrades are outside of the scope of this MSA. Such services are available and considered system updates and upgrades which are billable in addition to the Services and will be provided at the prevailing charges set forth in this MSA or related QUOTE.
  2. Periodic reboots for such devices as Customer desktops, laptops, firewalls, routers, servers, systems, software, and existing services are required to apply/activate critical update patches and configuration changes. Company support services within this MSA are predicated upon the Customer support and commitment to cooperating with the scheduling of the time required for such periodic reboots with Customer staff and personnel for support.
  3. Services provided under this MSA shall not be used for, or in lieu of Project Services that are separate from the Services provided under this MSA. Any additional services required or requested outside the scope of this MSA will be provided on a billable basis at the prevailing charges set forth in this MSA or related QUOTE.
  4. Service and repair to Customer peripheral devices including, but not limited to, printers, copiers, fax machines, and point of sale devices, are considered outside the scope of this MSA. Company will provide best efforts to support such devices and will coordinate and work with the peripheral devices’ vendors when/if available or applicable.
  5. Support of phone systems, websites and EOL business applications are outside the scope of this MSA. Company will provide best effort to support such systems and will coordinate and work with third-party vendors when/if available or applicable.
  6. Except as otherwise stated in this MSA or related QUOTEs, any disaster recovery services, creation of standby virtual machines, bare metal restores, or any other type of disaster recovery support services are not included in this MSA. Such Services are available and are considered billable separate from this MSA.
  7. As necessary, Company will provide Customer with technology recommendations and quotes including proposed statements of work for new or replacement technology deployment. Company will install new or replacement endpoints, servers, network equipment, and other technology at the prevailing charges set forth in this MSA.
  8. In the event, Customer or Customer User’s actions, activity, computer software malfunction, or other event outside of Company control is determined by Company to cause, or threaten to cause, damage or interference with Company provided Services, Company’s customers, vendors, systems, networks, hardware and/or software, and Company recommends to Customer in writing that the offending usage immediately cease, or hardware and/or software be replaced, upgraded, repaired or removed from the environment, and Customer and/or Customer User refuse to take appropriate action, Customer agrees that Company may bill Customer for the additional hourly time required to support that User and to repair or replace hardware and/or software so damaged or interfered with.
   

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