Master Service Agreement

AGREEMENT
 This Master Service Agreement (MSA) applies to all services provided by Service Provider to Customer under accepted quotes or proposals, including managed IT and cybersecurity. It governs each active service relationship unless explicitly replaced in writing. Specific service agreements—such as the Managed Service Agreement (Managed SA) or Managed Security Services Agreement (MSSA)—adopt and operate under the terms of this MSA.

1. DEFINITIONS

1.1. Agreement means this MSA and any specific service agreements, attachments, addendums, service quotes, proposals, or work orders provided to Customer.
1.2. Service Terms means scope, SLAs, and conditions defined in accepted quotes or proposals.
1.3. Service Provider Services means all services provided by Service Provider, including managed IT, cybersecurity, and related support.

2. PROVISION OF SERVICES

2.1. Services are delivered in accordance with accepted quotes or proposals.
2.2. Services may be provided directly or through subcontractors.
2.3. Specific agreements may define additional terms, which operate under this MSA.

3. TERM

3.1. This MSA remains in effect until all services and related agreements are terminated.
3.2. Individual service terms renew automatically unless notice of non-renewal is given 60 days before expiration. Month-to-month terms may adjust up to 10% with 30 days' notice.

4. BILLING AND PAYMENT

4.1. Customer agrees to pay fees as stated in accepted quotes or proposals.
4.2. Invoices are due within 15 calendar days.
4.3. Late balances accrue interest at 1.5% per month or maximum legal rate.
4.4. Reasonable collection and legal costs will be billed on overdue accounts.
4.5. Disputed charges must be identified in writing before the due date; otherwise, the dispute is waived.
4.6. Regulatory Adjustments: If fees or services are affected by changes in law or regulation, Service Provider may adjust rates upon notice. If the change results in a material increase or reduction in service, Customer may cancel the affected portion within 30 days.
4.7. Travel Billing. Local travel is included up to 30 minutes one-way, measured portal-to-portal from the assigned technician’s dispatch point. Travel exceeding this allowance is billable at the rates outlined in the applicable service quote or published Rate Card.
4.8. Rate Adjustments. Service Provider may adjust service rates to reflect changes in wholesale costs, vendor pricing, regulatory fees, or other material input costs by providing at least 30 calendar days’ written notice to Customer. Rate increases shall not exceed 10% in any rolling 12-month period unless mutually agreed in writing. Adjusted rates apply only to future services and shall not affect previously invoiced or prepaid services.

5. ACCEPTABLE USE

5.1. Services may not be used in violation of laws, the AUP, or in ways that interfere with other customers.
5.2. Customer agrees to maintain endpoint security and comply with Provider's security policies.

6. REPRESENTATIONS AND WARRANTIES

6.1. Service Provider warrants that:

  • It has authority to enter into this Agreement.

  • Services will conform to the Service Terms.

  • It will comply with applicable laws and protect Customer data.

6.2. Customer warrants that:

  • It has authority to enter into this Agreement.

  • It will pay all charges on time.

  • It will not introduce malicious code or violate third-party rights.

6.3. Software & Equipment Use
Customer is granted a non-transferable, limited license to use Provider’s software and leased equipment solely for agreed business purposes. Customer shall not copy, alter, reverse-engineer, or tamper with software, firmware, or hardware supplied by Service Provider. Unauthorized alterations void warranties and may trigger fees.

6.4. Disclaimer
All services and equipment are provided “as-is” unless otherwise specified. No other warranties apply.

7. INDEMNIFICATION

Customer agrees to indemnify Service Provider against losses and liabilities arising from Customer’s use of services or breach of this agreement, excluding losses due solely to Provider’s willful misconduct.

8. LIMITATION OF LIABILITY

SERVICE PROVIDER SHALL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES. MAXIMUM LIABILITY IS LIMITED TO FEES PAID IN THE 6 MONTHS PRECEDING THE CLAIM.

9. TERMINATION

9.1. Either party may terminate services with 60 days’ written notice.
9.2. Either party may terminate for cause with 30 days’ notice if the breach is not cured.
9.3. Violations of the AUP or non-payment beyond 45 days may result in immediate termination.

10. FORCE MAJEURE

Delays caused by factors beyond Provider’s control (natural disasters, utility failure, regulatory actions, etc.) do not constitute breach. If a disruption exceeds 60 days, either party may terminate the affected service.

11. CONFIDENTIALITY AND PROPRIETARY INFORMATION

Customer agrees not to disclose any part of this Agreement, including pricing or proposals, to any third party without written consent—especially competitors. Breach of this section entitles Service Provider to equitable relief, including injunctions, in addition to other legal remedies.

12. NOTICES

Notices shall be in writing and delivered by one of the following:

  • Personal delivery – effective upon delivery

  • Overnight courier – effective next business day

  • Certified mail (U.S.) – effective three days after mailing

  • Email with read receipt – effective upon read confirmation

To Service Provider: RemoteHelpdesk.Pro (CCandPOPS, LLC) Email: support@remotehelpdesk.pro

To Customer: As provided in the most recent quote, proposal, or onboarding documentation.

13. GENERAL PROVISIONS

13.1. Independent Contractor – No partnership or employment relationship exists.
13.2. Entire Agreement – This MSA and incorporated documents form the entire agreement.
13.3. Assignment – Neither party may assign without notice and written assumption by the assignee.
13.4. Waiver – No waiver is effective unless in writing.
13.5. Severability – Invalid terms do not affect the rest of the agreement.
13.6. Governing Law – Indiana law governs; venue is Saint Joseph County.
13.7. Jury Waiver – Both parties waive the right to jury trial.
13.8. Limitation of Claims – No action may be brought more than one year after the cause of action arises.