1. Purpose of Agreement
The purpose of this Service Agreement is to establish a clear understanding of the services the MSP (“Provider”) will deliver, the responsibilities of the Client, and the expectations for a successful partnership. The goal is to provide the Client with reliable, high‑quality technology services that deliver measurable value while ensuring the Provider can operate efficiently and responsibly.
2. Scope of Services
The Provider will supply the services detailed in the Statement of Work (SOW), project or contract, which may include but are not limited to:
- Proactive monitoring and maintenance of covered systems
- Helpdesk and user support
- Cybersecurity services
- Patch management
- License management
- Hardware and software recommendations
- Backup and disaster recovery services
Out‑of‑Scope Services
The following are not included unless explicitly stated in the SOW or quoted separately:
- On‑site work not covered by the plan
- Project‑based work (deployments, migrations, major upgrades)
- Hardware costs, third‑party software, or licensing
- Support for systems not previously approved or documented
- After‑hours support unless the plan specifically includes it
This distinction helps ensure clarity, prevent scope creep, and maintain fair use of Provider time.
3. Service Levels (SLA)
The Provider will respond to service requests within the Enterprise Service Level Agreement outlined by the Provider.
Resolution times may vary depending on issue complexity. The Provider will maintain ongoing communication until the issue is resolved.
4. Client Responsibilities
To ensure services are delivered effectively, the Client agrees to:
- Provide timely access to systems, documentation, and personnel
- Maintain supported hardware and software as recommended by the Provider
- Follow security best practices and policies (passwords, MFA, device requirements)
- Notify the Provider promptly of issues or changes in business operations
- Ensure all users follow the Provider’s acceptable use and security guidelines
Failure to meet these responsibilities may affect service delivery.
5. Fair Use and Time Boundaries
To maintain a high quality of service for all clients, the Provider enforces the following boundaries:
- Support requests must be submitted through approved channels (ticket system, phone, portal)
- Unlimited support applies to reasonable usage and standard issues only
- Excessive or repetitive issues caused by negligence or unapproved systems may incur additional charges
- After-hours support is only included if the Client’s plan specifies it
These boundaries protect the Provider’s resources while ensuring the Client receives consistent value.
6. Fees and Payment Terms
- Recurring services are billed monthly unless otherwise stated
- Invoices for contract services are due within 30 days of receipt
- Late payments may result in service suspension
- Project or out‑of‑scope work requires approval and may be billed hourly or as a fixed‑fee quote and invoiced on a weekly basis.
7. Term and Termination
- The Agreement renews automatically on a monthly/annual basis unless either party provides 90 days’ written notice
- Early termination may result in fees for prepaid licenses or third‑party services
- Either party may terminate for cause if the other fails to remedy a material breach within 90 days
8. Liability and Limitations
- The Provider is not liable for data loss, downtime, or damages arising from misuse, environmental factors, or third‑party failures
- The Client is responsible for maintaining valid backups unless the Provider’s backup service is part of the Agreement
- The Provider’s liability is limited to the total amount paid for services in the preceding 6 months
These protections ensure the Provider can continue offering sustainable services.
9. Confidentiality and Data Protection
Both parties agree to maintain the confidentiality of sensitive information and to follow industry‑standard practices for data protection. The Provider will not access Client data unless required for service delivery or at the Client’s request.
10. Continuous Improvement & Value Commitment
The Provider is committed to delivering measurable return on investment through:
- Regular technology reviews
- Proactive recommendations
- Cybersecurity improvement planning
- Documentation maintenance
- Strategic guidance aligned with business goals
This ensures the Client sees ongoing value—not just break/fix support.
