Managed Service Provider Agreement
Complete terms and conditions for our managed IT services. These standard terms work alongside your specific service agreement to ensure transparency and mutual protection.
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1. Services & Coverage
Service Categories
Note: Specific services included in your agreement vary based on your selected service package and business needs. Your service agreement will detail exactly which services are included in your monthly fee.
Support & Monitoring
Available service options (if selected in your agreement):
- •On-site and remote support during business hours
- •24/7 automated system monitoring
- •Proactive maintenance and patch management
- •Help desk support for covered users
Security Services
Security options (if included in your package):
- •Endpoint protection and antivirus management
- •Email security and spam filtering
- •Security monitoring and incident response
- •Firewall management
Backup & Disaster Recovery
Data protection services (when selected):
- •Workstation and server backup solutions
- •Cloud application backup (Office 365, Google Workspace)
- •Backup monitoring and testing
- •Disaster recovery planning
Cloud & Productivity
Cloud services (if part of your agreement):
- •Cloud platform management (Office 365, Azure, AWS)
- •Remote access and VPN solutions
- •Password management tools
- •Collaboration platform support
Strategic IT Services
Advisory services (when included):
- •Virtual CIO consultations
- •Technology roadmap planning
- •IT budget planning
- •Performance reporting and reviews
Service Hours
Standard Support Hours
Monday - Friday: 8:00 AM - 5:00 PM ET
Excluding federal holidays and scheduled maintenance windows
After-Hours Support
Available for critical issues
Emergency rates apply as specified in your agreement
Services Available Separately
The following services are not included in standard MSA agreements but are available at additional cost:
Hardware & Equipment
- •Hardware purchases and replacements
- •Support for equipment out of warranty or over 5 years old
- •Physical relocation of equipment
- •Equipment disposal and recycling
Projects & Development
- •Capital projects and major infrastructure changes
- •Projects lasting more than 4 hours
- •Custom software development
- •Office relocations and network buildouts
- •New location setup and configuration
Software & Licensing
- •Third-party software licenses (except those specified in your agreement)
- •Specialty or industry-specific software support
- •Software customization and integration
Other Services
- •Internet connectivity and ISP charges
- •Training services beyond basic orientation
- •Data recovery from backups older than retention period
- •After-hours emergency support (unless included in your package)
- •Compliance audits and specialized regulatory consulting
These services are typically billed at our current hourly rates or quoted on a project basis.
2. Service Requirements
Simple, reasonable requirements that help us deliver reliable IT services. We'll help you meet these standards as part of our onboarding process.
Equipment Standards
To ensure reliable performance and security
Software & Licensing
Legal and supported software environment
Network Infrastructure
Foundation for secure and reliable IT services
3. Service Level Targets
Service Level Targets - Not Guaranteed
The following are service level targets that MSP strives to achieve through best efforts. These are not guaranteed service levels or contractual commitments. Actual response and resolution times may vary based on issue complexity, resource availability, client cooperation, and circumstances beyond MSP's control. MSP makes no warranty regarding achievement of these targets.
Service expectations and performance goals. We track our performance against these targets to continuously improve our service delivery.
Response Time Goals
| Priority | Response Goal | Resolution Goal | Example Issues |
|---|---|---|---|
Critical | 1 hour* | 4 hours* | Server down, network outage, all users affected |
High | 2 hours* | 1 business day* | Email down, multiple users affected, major app failure |
Medium | 1 business day* | 3 business days* | Single user issue, printer problems, slow performance |
Low | 2 business days* | 5 business days* | Questions, how-to requests, non-urgent changes |
* Target times during business hours (Monday-Friday, 8:00 AM - 5:00 PM ET, excluding holidays)
* Times are goals only and not guaranteed. Actual times may vary based on complexity, resource availability, and external factors.
* Resolution may require client cooperation, third-party vendor assistance, or replacement parts which may extend timelines beyond MSP control.
Performance Measurement
MSP tracks performance metrics for internal quality improvement purposes. Performance data is not contractually binding and is subject to interpretation based on various factors.
Response Time Tracking
Generally measured from ticket creation to first available technician response during business hours. May be impacted by ticket clarity, priority assessment, and resource availability.
Resolution Time Tracking
Generally measured from ticket creation to issue resolution. Resolution may depend on client cooperation, third-party vendors, hardware availability, and issue complexity beyond MSP control.
4. Pricing & Billing
Transparent, predictable pricing with no hidden fees. Your specific pricing is detailed in your service agreement.
How Our Pricing Works
Per-User Pricing Model
Simple, scalable pricing based on your team size
Any employee or contractor who regularly uses your IT systems and requires support
Add or remove users as your business needs change with prorated billing
Billing Details
Billing Cycle
Services are billed monthly in advance on the 1st of each month.
Your first invoice will be prorated based on your start date.
Payment Terms
- • Payment due within 30 days of invoice date
- • Accepted methods: ACH (preferred), credit card (+ merchant fee), or check (undesired)
- • Automatic recurring billing available for convenience
- • No setup fees for new users
Late Payment Policy
We understand that cash flow can sometimes be challenging. Here's our fair approach:
- Days 1-5: Grace period, no action taken
- Day 5: Friendly reminder sent
- Day 10: 1% monthly interest begins accruing (12% per annum)
- Day 15: Final notice issued and MSP reserves the right to suspend services with 5 business days notice
- Day 20: Services may be suspended until full payment received, including all accrued interest and fees
- Day 25: MSP may (at it's own discretion) terminate agreement, license(s), and service(s) and pursue collection remedies
If you're experiencing payment difficulties, please contact us. We're often able to work out arrangements.
Price Adjustments
We strive to keep pricing stable, but occasionally adjustments are necessary:
- 30 days advance notice for any price changes (except emergency rate adjustments)
- Prices generally locked for the initial contract term unless cost increases from vendors require adjustment
- MSP reserves the right to adjust prices for changes in scope, additional services, or market conditions
- Client may terminate with applicable termination fees if disagreeing with price changes
5. Client Responsibilities
Partnership works both ways. Here's what we need from you to ensure successful service delivery:
- Provide timely access to systems, facilities, and personnel as necessary
- Designate authorized contacts for service requests
- Maintain current licenses for all software
- Ensure hardware is under warranty or maintenance contract
- Maintain adequate internet connectivity for business needs
- Report issues promptly through our ticketing system
- Follow reasonable security recommendations
- Maintain your own critical data backups as an additional safeguard
- Ensure physical security of equipment
- Prohibit unauthorized modifications to systems or network configurations
- Maintain adequate liability and property insurance covering network damage and third-party claims
- Restrict Domain Administrator access - only MSP technicians will have administrative privileges
Unauthorized Modifications
Client shall not modify, create derivative works, or incorporate other software into systems without MSP approval.
Important: Corrections of unauthorized modifications will be billed at the current hourly rate and may be grounds for immediate termination of this Agreement. Only MSP technicians or authorized support with MSP assistance may install programs or make administrative changes to servers.
6. Data Protection & Security
Important: Security is a shared responsibility. While we can implement industry-standard practices, no system is completely secure. Client cooperation and adherence to security policies is essential.
Data Ownership & Our Responsibilities
- Client retains all ownership rights to Client data
- We use commercially reasonable efforts to protect data under our control
- Security measures based on industry standards and best practices
- Regular updates and patches as part of standard maintenance
- Basic access controls for systems we manage
Note: We are not responsible for security of client-owned systems, third-party services, or data breaches resulting from client actions or inactions.
Security Incident Response
If we discover a security incident affecting systems under our management:
- • We will make reasonable efforts to notify you promptly
- • We will assist with investigation to the extent of our involvement
- • We will document our findings and actions taken
- • We will recommend improvements where applicable
Response times may vary based on incident severity and our ability to detect the issue.
Compliance Support
For clients with regulatory requirements:
- • We can execute standard compliance agreements (e.g., HIPAA BAA) with additional fees
- • We provide best-effort support for compliance initiatives
- • Specialized compliance consulting available at additional cost
- • Client remains responsible for overall compliance
We are not compliance auditors or legal advisors. Clients should consult appropriate professionals for compliance validation.
Data Return & Destruction
Upon termination of services, we will return or destroy Client data per written instructions within 30 days. Client is responsible for data transfer costs and ensuring all data is retrieved before the deadline.
Home & Remote Network Support
When Client transitions to home or alternative networks, MSP will make best efforts to enable connections and serviceability.
Important Disclaimers:
- • Home or alternative networks may not have adequate internet connectivity and equipment to effectively work
- • MSP is not responsible for inadequacies in home or alternative networks or to secure those connections
- • Home equipment will not be as secure and may not have MSP's software and security features
- • MSP is not responsible for the security of home or alternative networks
- • Work on home or alternative networks is outside the scope of this Agreement unless specifically included
- • MSP may charge its current hourly rate for work on home or alternative networks
- • Additional software installed at home or alternative networks will be charged as needed
7. Confidentiality
During the term of this Agreement and thereafter in perpetuity, neither party shall without the prior written consent of the other, disclose to anyone any Confidential Information of the other.
Confidential Information includes:
- • Customer lists and contact information
- • Business plans and strategies
- • Financial information and pricing
- • Technical data and specifications
- • Software source code and configurations
- • Trade secrets and proprietary methods
Exceptions:
- • Information made publicly available by the disclosing party
- • Information that becomes public through no fault of the receiving party
- • Information rightfully received from third parties
- • Information required to be disclosed by law or court order
8. Limitation of Liability
Liability Cap
MSP's cumulative liability shall be only for loss or damage directly attributable to negligence of a MSP employee or contractor, for the cost of restoring the network to its condition prior to the negligence, but not to exceed three thousand dollars ($3,000).
Exclusion of Certain Damages
MSP shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including but not limited to:
- • Loss of profits or revenue
- • Loss of data or use
- • Business interruption
- • Loss of goodwill
- • Cost of substitute services
Even if MSP has been advised of the possibility of such damages.
Warranties & Disclaimers
MSP warrants that Services will be performed in a professional and workmanlike manner consistent with industry standards.
EXCEPT AS EXPRESSLY PROVIDED HEREIN, SERVICES ARE PROVIDED "AS IS" AND MSP DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
Insurance Coverage
MSP maintains appropriate insurance coverage including general liability, professional liability, and workers' compensation as required by law. Certificates of insurance are available upon request.
9. Termination & Transition
Term and Renewal
- • Initial term: As specified in your service agreement
- • Automatic renewal for successive terms of equal length unless terminated
- • Either party may provide 30 days written notice of non-renewal prior to term expiration
- • Early termination during initial term may only be allowed for material breach or as specified in the service agreement
- • MSP may terminate immediately for non-payment, breach of security policies, or violation of acceptable use terms
Termination by Client
After the initial contract term, Client may terminate with 30 days written notice and payment of:
- • Any applicable termination fee as specified in your service agreement
- • All outstanding amounts due and unpaid
- • Costs for data transfer, transition services, and license removal
- • Any setup fees, onboarding costs, or credits that were amortized over the contract term
- • Pro-rated charges for any services provided through the termination date
Important: Payment withholding is only permitted for clearly documented incomplete work that materially affects service delivery, provided MSP is notified in writing within 5 business days and given reasonable opportunity to remedy (minimum 10 business days unless issue is critical).
Termination by MSP
MSP may terminate upon:
- • Non-payment after 10 business days written notice
- • Material breach not cured within 10 business days of notice
- • Bankruptcy or insolvency proceedings lasting 60+ days
- • Failure to comply with service requirements after notice
Data Transfer & Transition
Backup Data
- • Client has 30 days to transfer backup data
- • Client responsible for transfer costs
- • Data deleted after 30 days if not transferred
- • MSP will provide reasonable assistance at hourly rates
Service Removal
- • MSP will remove monitoring tools and licenses
- • Important: If Client fails to provide access for removal of licenses and monitoring tools, Client agrees to continue paying 50% of the monthly service fee until access is granted
- • Client must provide access for removal
- • Spam filtering terminated immediately
- • Client responsible for redirecting MX records
Extended Support Option
Upon request, MSP will provide up to 60 days additional support to facilitate transition, with payment required in advance.
10. Dispute Resolution
Resolution Process
Step 1: Good Faith Negotiation
The parties shall first attempt to resolve any dispute through good faith negotiations. The aggrieved party must present the dispute in writing, and parties have 30 days to reach resolution.
Step 2: Mediation (Optional)
If negotiation fails, either party may request mediation through a mutually agreed mediator. Costs split equally between parties.
Step 3: Binding Arbitration
If not resolved through negotiation or mediation, disputes shall be settled by binding arbitration under the rules of the American Arbitration Association. Arbitration shall be conducted in North Carolina.
Exception: Claims within the jurisdiction of small claims court may be brought there instead of arbitration. The prevailing party in any dispute shall be entitled to recover reasonable attorney fees and costs.
11. General Terms
Force Majeure
Neither party shall be liable for delays or failures due to circumstances beyond reasonable control, including but not limited to: acts of God, natural disasters, pandemics, war, terrorism, labor disputes, government actions, or internet/infrastructure failures. Payment obligations are not excused by force majeure events.
Non-Solicitation
During the term of this Agreement and for 24 months after termination, neither party shall solicit for hire or employ the other party's employees or contractors who were involved in performing services under this Agreement. This does not apply to general recruitment advertising.
Assignment
This Agreement is fully assignable by MSP. Client may not assign without MSP's written consent. The Agreement shall be binding upon all permitted assignees and successors.
Modifications
MSP may propose changes to these terms with 30 days advance written notice. Changes take effect unless objected to within the notice period. All modifications must be in writing to be valid.
Governing Law
This Agreement shall be governed by the laws of North Carolina. Exclusive jurisdiction and venue for all matters shall be in Guilford County, North Carolina.
Entire Agreement
This Agreement, including all referenced schedules and your specific service agreement, constitutes the entire agreement between the parties and supersedes all prior agreements and understandings.
Severability
If any provision of this Agreement is found to be unenforceable, the remainder shall continue in full force and effect, and the unenforceable provision shall be modified to the minimum extent necessary to make it enforceable.
Taxes
All prices are exclusive of applicable taxes. Client shall pay all federal, state, and local taxes, except those based on MSP's income. Tax-exempt organizations must provide valid exemption certificates.
Version History & Legal Notice
Important Legal Notice - Document Revisions
Superseding Effect: The current version of these terms and conditions supersedes and replaces all previous versions. Only the most recent version posted on this website is legally binding and enforceable.
Revision Retention: PDC Software maintains up to three (3) revisions of these terms for reference purposes only. Previous versions are provided for transparency but have no legal effect once superseded.
Effective Date: Changes to these terms become effective immediately upon posting to this website unless otherwise specified. Continued use of our services after posting constitutes acceptance of the revised terms.
Existing Agreements: Customer service agreements remain subject to the terms in effect when signed, unless specifically amended in writing or superseded by mutual agreement.
Version History
Adjusted late policy
Added revision tracking system and diff viewer
Consolidated comprehensive MSP terms
Initial version of MSP Agreement terms
Document Revision Policy
Only the current version is legally binding. Previous versions are retained for reference and transparency purposes only. Changes become effective on the date specified unless otherwise noted.
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