Master Service Agreement
This Master Services Agreement (the “Agreement”) is entered into effective <<&DH_ContractStartDate>> by and between Heritage Technology Solutions, an Illinois corporation (“Heritage Technology Solutions”), and <<&DH_SoldToCompany>> (“Client”) with principal offices located at <<&DH_&SoldToInLineAddress>>. Client desires to obtain services of Heritage Technology Solutions described herein and Heritage Technology Solutions desires to provide such services to Client with all the terms, conditions and provisions hereinafter set forth.
TERM: The term of this Agreement shall be effective as of the effective date specified above and shall continue thereafter consisting of services as identified in Statement of Work and shall continue under the terms of this Agreement unless either party gives prior written notice to terminate under the Agreement terms listed herein.
PRICES: Heritage Technology Solutions shall sell services to Client at the prices set forth in the Statement of Work (SOW).
LABOR ESTIMATE: Labor will be performed on a time and material basis unless specified differently in Statement of Work. Any written quote is an estimate of time, and hours may vary based on actual work performed. Customer will be notified when hours are going to be more than estimated.
HARDWARE/SOFTWARE QUOTES: Due to price changes with manufacturers, prices and availability are subject to change. All quotes will need to be signed and returned to Heritage Technology Solutions before any hardware or software purchase is made. All software and hardware will need to be pre-paid via ACH or business check and will need to be received before this equipment can be ordered.
HOURLY SERVICES: Normal services hours are 8:30am – 4:30pm Monday-Friday excluding national holidays. Any work performed outside these hours of operations will be billed at one and one-half times the hourly rate. Holiday work will be billed at double the hourly rate. All after hours work will need to be approved by the Client. Minimum call charge of 2 hours for all overtime labor, plus round-trip travel applies for any overtime site labor. Hourly services are billed in ½ hour increments after the minimum site charge.
PARKING/EXPENSES: Client will reimburse Heritage Technology Solutions for any parking charges incurred. If any other expenses such as travel are incurred, client will reimburse Heritage Technology Solutions for these expenses.
TAXES: Sales Tax will be applied to all invoices for product, materials, software and licensing.
SHIPPING & HANDLING CHARGES: Will be applied to sales of all products and materials.
SOFTWARE LICENSE: Heritage Technology Solutions requires legal licensed copies of any software to be installed or supported under this Agreement.
LOANED EQUIPMENT: Client agrees that any equipment utilized in the performance of this Agreement that is not explicitly purchased by Client shall remain the property of Heritage Technology Solutions and must be returned if requested. Client further agrees to cease use of any such equipment upon the termination of this Agreement and return all equipment to Heritage Technology Solutions within 10 business days.
REMOTE ACCESS: HERITAGE TECHNOLOGY SOLUTIONS shall have full access to Customer's Equipment without charge to HERITAGE TECHNOLOGY SOLUTIONS that is necessary for HERITAGE TECHNOLOGY SOLUTIONS to render services hereunder. Remote access to Customer’s Equipment is required and is based on HERITAGE TECHNOLOGY SOLUTIONS standard recommended remote access methods. Customer agrees to notify HERITAGE TECHNOLOGY SOLUTIONS promptly following the discovery of any Error(s) or Equipment Malfunction. Further, upon discovery of an Error, the Customer agrees, if requested by HERITAGE TECHNOLOGY SOLUTIONS, to submit to HERITAGE TECHNOLOGY SOLUTIONS a listing of output and any other data that HERITAGE TECHNOLOGY SOLUTIONS may require in order to reproduce the problem and the operation conditions under which the Error or Equipment Malfunction occurred or was discovered. Customer shall be responsible for ensuring that, prior to HERITAGE TECHNOLOGY SOLUTIONS being given access to the Equipment, all of its files are adequately duplicated on a current basis ("backed-up") in accordance with the highest and most up-to-date standards, including storage of backup files on transportable media stored at a remote location, and Customer shall hold HERITAGE TECHNOLOGY SOLUTIONS harmless against any loss of data caused by Customer's failure to do so.
SITE ACCESS: Client will be responsible for providing access to all facilities, hardware, software license, media, internet access. Client understands that Heritage Technology Solutions may be unable to perform their duties adequately and if such a situation exists, Heritage Technology Solutions will be held harmless.
WARRANTY/DISCLAIMER. The Services are strictly limited to the scope of work. Heritage Technology Solutions warrants that services provided will be of good, workmanlike quality, performed with the requisite skill necessary. Such warranty is in effect for thirty (30) days from the date the Services are rendered and the exclusive remedy for any breach of warranty is reperformance of the applicable Services. Heritage Technology Solutions does not warrant that, as a result of monitoring or limited inspection, it will identify all of the potential problems or issues with Client’s system, nor does Heritage Technology Solutions warrant that any of its recommendations will remedy all problems or issues that Client may encounter.
END USER TRAINING: User training is not included unless otherwise stated within the proposal or statement of work.
REMOVAL, DISPOSAL AND ELECTRONIC RECYCLING: Not included unless otherwise stated within the proposal or statement of work.
CREDENTIALS: Client understands it is their responsibility to provide Heritage Technology Solutions with any and all documentation to network and infrastructure as well as any and all credentials, including system and administrative password to any and all equipment covered under this Agreement. Heritage Technology Solutions will provide Client with a list of current credentials in writing upon termination of this Agreement.
MINIMUM EQUIPMENT STANDARDS: All hardware must be covered under a manufacturer’s warranty or extended support agreement for hardware repairs and replacement, unless otherwise specified in the terms of the SOW. All hardware over 5 years old must have a written, mutually agreed plan for replacement.
PRICE INCREASES: The compensation to HTS may be increased if there is an increase in costs of labor services due to over time, or other items beyond the control of HTS. Client shall be responsible for making additional payments for changes in the original assignment, which are requested by Client.
PAYMENT TERMS: Payments for services are due on receipt of invoice. For product and labor services, payment of 100% of hardware and 50% of labor is due upon order. At 75% of labor completed, partial payment of balance is due and final balance is due upon completion of services. For all agreement and licensing sales, payment must be made in full prior to effective date. Recurring services will be billed 2 months before the start date of service and payment is due before the start date. Services may be suspended if payment is not received before the noted start date of service. Payment is to be made via company check or ACH. Invoices not paid within 30 days are subject to a 1.5% monthly interest rate.
CANCELLATIONS/RETURNS: All sales are considered final. Any order cancellations must be pre-approved by the manufacturer and/or the distributor and are subject to restock fees and any other fees associated with the cancellation. Any support services provided before or during the cancellation or returns are due immediately. Defective merchandise can be exchanged for identical product only.
COLLECTIONS: Every attempt will be made to collect debts in a timely manner. If payment is not received within 90 days, invoices will be turned over to a collection agency. The invoice will be increased by the amount charged by the collection agency including but not limited to court costs, collection expenses, finance charges and attorney fees.
TERMINATION OF SERVICES: Heritage Technology Solutions requires a 30-day written notice from Client for termination of any services. Please check individual agreements and statement of work for termination clauses and term dates. All charges billed to Client through that date are due upon receipt.
CONFIDENTIALITY: Heritage Technology Solutions and Client have proprietary information including trade secrets, know-how and confidential information that is the exclusive property of the respective parties. Both parties including employees, agents, contractors shall maintain the confidentiality of this information and not sell, license, publish, distribute, disclose or otherwise make available to any third party except to such third parties that Heritage Technology Solutions deems to have a need to know in order to effectively effectuate the business purposes for which Client has entered into this Agreement and provided further that such third party executes a written confidentiality agreement with Heritage Technology Solutions. Both Heritage Technology Solutions and Client will maintain confidentiality during the term of this Agreement and thereinafter.
INDEPENDENT CONTRACTOR: Service Provider is providing the Services to Client as an independent contractor and does not assume responsibility for the business and operations of Client. Service Provider and its employees and agents are not employees of Client for any purpose whatsoever.
ADDITIONAL SERVICES: Additional services, if any, provided to the Client are set forth in the statement of work.
ADVERTISING: Customer provides HTS with permission to use Client's name, image, logo and other identifying information on HTS website and marketing material to identify Customer as a customer of HTS.
EMPLOYMENT: The client hereby agrees not to solicit for hire, contract, employ or otherwise engage in any manner whatsoever, directly, indirectly or through a third party with whom they have contact, any employee of Heritage Technology Solutions during the term of the customer’s support agreement, service contract, installation agreement or other scheduled call for service, and for a period of twenty-four (24) consecutive months after the end of the agreement or last date of services rendered, whichever occurs later. Additionally, the client also agrees not to solicit for hire, contract, employ or otherwise engage in any manner whatsoever, directly, indirectly or through a third party with whom they have contact, any employee of Heritage Technology Solutions, during their employment and for a period of twenty-four (24) consecutive months after the date termination of employment, whether the termination is voluntary or otherwise. Damages due to a violation of this agreement may include, but are not limited to the following: direct and indirect damages due to lost revenue, training of replacement employee(s), related attorney fees and court costs. The parties hereto believe that actual damage in the event of variation will be difficult to determine and, therefore, agree that in violating this provision, the client will pay to Heritage Technology Solutions the sum of 100% of the employee’s most recent annual salary for each employee involved, as a finder’s fee and liquidated damages and not as penalty.
DISPUTES. Any disputes between the parties less than $5,000 shall be resolved in small claims court in Cook County, IL. Any disputes in excess of $5,000 shall be subject to Arbitration by a single arbitrator under the auspices of the American Arbitration Association (“AAA”) pursuant to its Commercial Arbitration Rules. All arbitration proceedings shall be conducted in accord with the rules of the AAA at the branch of the AAA closest to Heritage Technology Solutions principal place of business.
FORCE MAJURE: Heritage Technology Solutions shall not be liable for any failure or delay in performance under this Agreement to the extent said failures or delays are proximately caused by causes beyond Heritage Technology Solution’s control and occurring without its fault or negligence, including, without limitation, failure of suppliers, subcontractors, and carriers, or party to substantially meet its performance obligations under this Agreement, provided that, as a condition to the claim of no liability, Heritage Technology Solutions shall give the Client prompt written notice, with full details following the occurrence of the cause relied upon. Dates by which performance obligations are scheduled to be met will be extended for a period of time equal to the time lost due to any delay so caused.
GOVERNING LAW: This Agreement, its Statement of Works and performance hereunder shall be governed by the laws Cook County in the State of Illinois without regard to its conflicts of laws doctrine. This Agreement is performable in, and the exclusive venue for any action brought with respect hereto, shall lie in Cook County, IL.
LIMITATION OF LIABILITY: Heritage Technology Solutions agrees to provide services consistent with the accepted standards of the technology industry to accomplish its responsibilities and shall be entitled to payment hereunder on this basis. In no event shall "Heritage Technology Solutions, Inc." or its sub consultants of any tier be liable in contract, tort, strict liability, warranty or otherwise, for any special, incidental or consequential damages, such as, but not limited to, delay, disruption, loss of product, loss of anticipated profits or revenue, loss of use of the equipment or system, loss of data, damage or expense resulting from viruses, malware, ransomware, restoration of lost or damaged data, non-operation or increased expense of operation of other equipment or systems, cost of capital, or cost of purchase or replacement equipment systems or power. Client agrees that Heritage Technology
Solutions is not an insurer and that Client has appropriate insurance in place, in adequate amounts, to cover potential losses which may occur due to a security failure or breach. Heritage Technology Solutions does not and cannot warrant that client will not be hacked or will not have its security compromised, or its services will detect every client vulnerability or weakness or that the results of services or deliverables will be error-free or totally accurate. Notwithstanding anything to the contrary, Heritage Technology Solution’s total aggregate liability to any person or entity, including Client, on any claim, action or liability of any kind or basis whatsoever, in any manner arising out of this Master Services Agreement or any Statement of Work thereto, shall not be greater than the total fees paid to Heritage Technology Solutions for one (1) month of the specific services performed and rendered hereunder.
WRITTEN NOTICES: All written notices should be sent to:
Heritage Technology Solutions
13600 S. Kenton Avenue
Crestwood, Illinois 60418
TERMS: To the extent of any conflict between the terms of this Agreement and the terms of any Statement of Work attached hereto, the terms of the Statement of Work shall control except for the sections of this Agreement that pertain to EMPLOYMENT, FORCE MAJEURE, GOVERNING LAW AND LIMITATION OF LIABILITY. By way of example, but not limitation, the Term of the Master Agreement and Statement of Work, if in conflict, shall be controlled by the term of the Statement of Work.
SEVERABILITY: If any provision of this Agreement or its Statement of Work is invalid, illegal or unenforceable under any applicable statute or rule of law, it is to that extent to be deemed omitted. The remainder of the Agreement shall be valid and enforceable to the maximum extent possible.
REQUEST FOR SERVICES: Client agrees to send an email to: service@htspc.net, or call 708.597.5005 to report service issues or requests. This allows Heritage Technology Solutions to utilize our line of business application to open, report and close tickets on Client’s behalf.