Terms and Conditions

1. 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” for the purposes of this Agreement shall include each party’s proprietary and non-public information, including but not limited to customer information, business operations, financial information, network configurations, credentials, and documentation. Confidential Information shall not include any information that becomes publicly available through no act or omission of the receiving party or is rightfully received from a third party without restriction.

2. Client and MSP both agree that they will not solicit for hire, nor hire or otherwise engage, any of each other’s employees or contractors, either directly or indirectly, during the period services are provided under this Agreement and for twelve (12) months immediately following termination of this Agreement.

3. Neither party shall be liable for any failure or delay in performance of its obligations under this Agreement to the extent such failure or delay is caused by circumstances beyond its reasonable control, including acts of God, pandemics, fires, floods, war, terrorism, civil disturbances, labor disputes, government actions, or widespread utility or internet outages (“Force Majeure”). Each party shall use reasonable efforts to minimize the impact and resume performance when practicable.

4. If Client’s operations are materially impacted by a Force Majeure event, MSP and Client may mutually agree in writing to temporary adjustments to services or fees. MSP is not required to reduce or defer fees unless expressly agreed in writing.

5. MSP shall not be liable to Client for any indirect, incidental, special, consequential, or punitive damages arising out of services provided under this Agreement, including but not limited to loss of profits, loss of data, or business interruption. MSP’s total cumulative liability for any claim arising under this Agreement shall not exceed the fees paid by Client to MSP during the three (3) months immediately preceding the event giving rise to the claim. MSP is not responsible for failures or damages caused by third-party vendors, software, internet providers, or services outside MSP’s control.

6. All services are provided on a best-effort basis. MSP disclaims all implied warranties, including any warranty of merchantability or fitness for a particular purpose. MSP does not guarantee uninterrupted or error-free operation of systems or services. Any hardware or software warranties are provided solely by the manufacturer or publisher.

7. MSP may provide remote access to Client systems as necessary to deliver services. MSP is not responsible for the security, performance, or reliability of home networks, personal devices, or third-party internet connections. Support for personal or home equipment is outside the scope of this Agreement unless otherwise agreed and may be billed at MSP’s then-current hourly rate.

8. MSP is not required to provide on-site services where technician safety or health may reasonably be at risk.

9. Client is responsible for maintaining appropriate insurance coverage, including general liability and cyber-related risks, and remains responsible for its own data, compliance obligations, and business continuity decisions.

10. MSP may modify these terms upon thirty (30) days written notice. Continued use of services after the notice period constitutes acceptance of the modified terms.

11. Invoices are due in advance unless otherwise stated. If payment is not received within five (5) business days of the due date, MSP may suspend services until payment is received.

12. Client shall be responsible for any applicable federal, state, or local taxes associated with services provided under this Agreement, excluding taxes based on MSP’s income.