Master Services Agreement

1. DEFINITIONS

The following terms shall have the meanings set forth below:

• "Services" means the IT support and consulting services provided by The IT Visionary, as further described in any applicable Statement of Work (SOW) or Service Plan.
• "SOW" refers to a Statement of Work that defines project-specific deliverables, fees, and timelines.
• "Business Hours" means Monday–Friday, 9:00 AM to 5:00 PM EST, excluding federal holidays.
• "Emergency" refers to system-down conditions or critical business-impacting incidents as defined by The IT Visionary's ticket triage protocols.

2. SCOPE OF SERVICES

The IT Visionary provides managed IT services as outlined in individual SOWs or Service Plans. These may include IT infrastructure management, cloud hosting, cybersecurity support, network monitoring, and backup and disaster recovery.

3. SERVICE EXCLUSIONS

Services provided under this Agreement do not include, unless specified in an SOW:

• Costs of hardware, software, or third-party subscription services.
• End-user training on new software or applications.
• Support for non-company owned devices (Bring Your Own Device).
• Website development or custom application programming.

4. CLIENT RESPONSIBILITIES

Client agrees to provide necessary access to systems, personnel, and information required for The IT Visionary to perform the Services. Client is responsible for the security of their data and for maintaining all software licensing.

5. HARDWARE & SOFTWARE PROCUREMENT

Should Client engage The IT Visionary to procure hardware or software, Client is responsible for the full cost of such items. All manufacturer warranties will be passed directly to the Client. The IT Visionary is not responsible for hardware failure or manufacturer defects.

6. FEES & PAYMENT TERMS

• Billing: Invoices are due within ten (10) days of issuance.
• Late Fees: A 10% late fee may apply to unpaid balances every 30 days.
• On-Site Visits: Require a two (2) hour minimum billing charge.
• After-Hours Support: Services after 6:00 PM EST are billed at $185 per hour.
• Suspension: Services may be suspended for non-payment.

7. TERM & TERMINATION

This Agreement remains in effect until terminated by either party with thirty (30) days’ written notice. The IT Visionary may terminate immediately for cause, including non-payment or material breach.

8. SECURITY INCIDENT RESPONSE

In the event of a security breach, The IT Visionary will take reasonable steps to contain, investigate, and remediate the incident. Client agrees to cooperate fully with such efforts. This section does not imply liability for breaches caused by factors outside of The IT Visionary's direct control.

9. CONFIDENTIALITY

Each party agrees to maintain the confidentiality of all non-public, proprietary, or sensitive information disclosed during the term of this Agreement.

10. DATA OWNERSHIP & ACCESS

Client retains full ownership of all their data. The IT Visionary is granted access to client systems and data for the sole purpose of providing the Services outlined in this Agreement. Access will be revoked upon termination.

11. LIMITATION OF LIABILITY

IN NO EVENT SHALL THE IT VISIONARY BE LIABLE FOR ANY LOST PROFITS, LOST DATA, OR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES. THE IT VISIONARY'S TOTAL LIABILITY UNDER THIS AGREEMENT SHALL NOT EXCEED THE TOTAL FEES PAID BY THE CLIENT IN THE PREVIOUS THREE (3) MONTHS.

12. INDEMNIFICATION

Client agrees to indemnify and hold harmless The IT Visionary from any claims, damages, or expenses (including reasonable attorneys' fees) arising from the Client's breach of this Agreement or misuse of the Services.

13. WARRANTIES & DISCLAIMERS

All services are provided “as is” without warranties of any kind. The IT Visionary does not warrant that services will be uninterrupted or error-free.

14. GOVERNING LAW

This Agreement shall be governed by the laws of the Commonwealth of Pennsylvania.

15. ENTIRE AGREEMENT

This Agreement, along with any SOWs, constitutes the entire agreement between the parties and supersedes all prior communications or agreements.

16. ONBOARDING & OFFBOARDING

Upon termination, The IT Visionary will cooperate with the Client to ensure a smooth transition. This includes providing necessary documentation, removing management software from client systems, and settling the final invoice. A final offboarding fee may apply as defined in the SOW.

17. ACCEPTANCE OF TERMS

By using The IT Visionary’s services and/or submitting payment, the Client acknowledges and agrees to be bound by this Agreement.