This Master Service Agreement (“MSA”) is in conjunction with the Terms and Conditions (“Terms”). This MSA does not replace the Terms but incorporates all the provisions and obligations
set forth in the Terms. Should any provision of the Terms and this MSA
conflict, the MSA shall take precedence.i3 Business Solutions, LLC provides the Services described below
to the standards stated in the Terms. The Terms and Conditions with its provisions and obligations incorporated into this
This MSA dated as shown on the respective quote or proposal (“MSA
supplements the Terms by and between i3 Business Solutions, LLC (“we” or “us”)
and you named on the respective quote or proposal (“you” or “your”). This MSA
consists of the additional terms below, the signature page, and any unique
attachments to this MSA.
Requested Services will be provided and limited as indicated in any
accepted quote or proposal, or Statement of Work (“SOW”). Each such quote, proposal or SOW shall always
be issued pursuant to, and subject to the terms of this MSA. Optional sections
are considered declined if not specifically accepted. Further
service offerings may only be secured via subsequent SOW’s.
Most of the Requested Service Offerings are based on the NIST
(National Institute of Standards and Technology) as architected in Center for
Internet Security (CIS) framework. However, Requested Services offered or
contracted alone will not achieve compliance with NIST or CIS and you should
review the National Standard at Cybersecurity | NISTto review the
broader requirements. We do not provide any National
Standard/Law/Regulation compliance services and Requested Services offered are
limited to those selected below or as agreed in subsequent SOW’s.
Capitalized terms used herein, unless otherwise defined, will have
the meanings given to them in the MSA.
<![if !supportLists]>1.0<![endif]>Service Offerings. Requested Services will be provided directly by us as
selected or as indicated in the SOW, Proposal, or Quote. Items Not
selected have been OPTED OUT by YOU.
offer Reliability R3 Product & Services as follows:
(1) Total Care Service (TCS),
(2) Directed Care Service (DCS),
(3) Secure & Maintain Service (SMS),
(4) Continuity Service (Continuity), and
(5) Professional Services Plan (PSP).
Each are defined in the separate SOW, Proposal, or Quote. Additional available services not covered under one of the above billed services
shall be separately billed as T&M or Project:
Professional Services Plan (PSP) is specifically selected, certain services
will notbe performed implicitly as a part of this
agreement or any SOW, Proposal, or Quote. However, at your request or in
exceptional circumstances where such services become necessary to keep the system
running, after getting permission from you, we will perform these services as
Additional Services on a Time & Material billable basis and will be
compensated for such Additional Services. We will perform Additional Services
on a regular basis only after you agree to such a change through written or
<![if !supportLists]>·<![endif]>Any “on demand” work outside the normal course of operations and
performed beyond scheduled on-site time included in i3 ReliabilITy™
R3 not specifically covered in the SOW.
<![if !supportLists]>·<![endif]>Services performed at remote locations (including residence) other
than official addresses on file.
<![if !supportLists]>·<![endif]>Office moves, opening of new locations or expansions into new
space, as well as cabling (install of drops, patching, termination, cable
cleanup and labeling), and emergency projects.
<![if !supportLists]>·<![endif]>Services performed to help integrate new data connections (T1,
cable etc), phone connections, new networking equipment
<![if !supportLists]>·<![endif]>Parts, equipment or assistance with LOB software or any hardware
not covered by vendor / manufacturer warranty, maintenance, or support.
<![if !supportLists]>·<![endif]>The cost of any Software Licensing or Renewal, 3rd Party Vendor or
Manufacturer Support or Incident Fees of any kind.
<![if !supportLists]>·<![endif]>Custom programming or software development (modification or
creation of software code), data entry, and application software maintenance,
upgrades, configuration, fixes, and PTF installation unless specified in the DCS
or TCS service agreement.
<![if !supportLists]>·<![endif]>Software consulting and implementation, business process
reengineering and consulting.
<![if !supportLists]>·<![endif]>The cost of parts, equipment, or shipping charges of any kind
except our C3 – Complete Client Care services.
<![if !supportLists]>·<![endif]>Audio/Visual (TVs, Projectors) and security systems installations
(cameras, PVR units).
<![if !supportLists]>·<![endif]>Any costs quoted to bring your environment up to the minimum
standards required for Services, initially.
<![if !supportLists]>·<![endif]>Failure due to acts of God, building modifications, power failures
or other adverse environmental conditions or factors.
<![if !supportLists]>·<![endif]>Service and repair made necessary by the alteration or
modification of equipment/network or introduction of other devices in network,
such as copiers, pbx, security cameras etc. that are
not authorized by us, including alterations, software installations or
modifications of equipment made by your employees or anyone other than us.
<![if !supportLists]>·<![endif]>Training Services not related to standard support.
and maintenance of client owned subscriptions or registrations - examples may include: domain name
registration, software subscriptions or maintenance, SSL certificate renewals,
SaaS (cloud) software subscriptions.
It is agreed that any and all Requested Services
CALLED FOR by you that fall outside of the terms of this MSA, and any related
SOW will be considered Projects, and will be quoted and billed as separate,
individual Requested Services in subsequent SOW’s. You will CONFIRM THE EXISTENCE of all
software and hardware support on all of your systems
via the manufacturer or software provider to facilitate on-site repair and/or
telephone support as needed to maintain proper system function.
We grant you a non-exclusive, royalty free license in any of our existing
software tools which we install on your systems pursuant to any SOW, proposal,
or quote. Our existing (not developed by us for you) software tools shall
be removed from your system(s) at the termination of this Agreement. Further, we grant you a non-exclusive,
royalty free, irrevocable, and perpetual license in all software tools
developed by us under any SOW, proposal, or quote.
Instructions. From time to time, we may provide you
with specific advice and directions related to our provision of the Requested Services
or the maintenance or administration of the System. Should these services be declined, you hereby
acknowledge that this is against our advice, and you agree to hold us harmless
from any business interruption, data loss, system recovery costs, or other
adverse consequences due to your decision.If your failure to follow or implement our advice renders part or all of the Requested Services economically or technically
unreasonable to provide in our discretion, then we may terminate the applicable
SOW for cause by providing notice of termination to you.
2.1 Response. We warrant and represent that we
will provide the Requested Services, and respond to
any notification received by us of any error, outage, alarm or alert pertaining
to the System, in the manner defined in the applicable MSA or subsequent SOW except
for (i) periods of delay caused by Client Downtime
(defined below), Vendor-Side Downtime (defined below) or (ii) periods in which we
are required to suspend the Services to protect the security or integrity of
Client System or our equipment or network, or (iii) delays caused by a force
2.3 Vendor-Side Downtime.Wewill not beresponsibleunderanycircumstancesforanydelays ordeficienciesinthe
provisionof,oraccess to, the
Requested Services totheextent that
or deficienciesarecaused bythird-partyservice
providers,third-party licensors, or “upstream”service or productvendors.
You and us
expressly agree that this paragraph is intended to be as broad as permitted by
the laws of the State of Michigan and that this paragraph shall be governed by
and interpreted in accordance with the laws of the State of Michigan.
& Hours of Operation
After Hours Unlimited remote support. Onsite deducted from monthly
allotted hours as per SLA.
Saturday – Sunday
After Hours Unlimited remote support at off shift rates. Onsite Hours for emergencies at emergency
Office is Closed
After-Hours Remote / Onsite Support billed at Holiday Labor Rate
as per SLA.
Levels for Support
Major business impact where it is stopping the entire company
P1 - Critical
Business impact or degraded state that affects multiple users
P2 - High
General service request for single user or minor issue for
P3 - Medium
Service request for maintenance or an issue where a workaround
P4 - Low
**Hours are defined as Normal Business Hours
and any escalation outside of this time frame would be considered emergency after-hours
<![if !supportLists]>5.0<![endif]>Billing. You have the option of billing by credit card or automatic
withdrawal from checking at the beginning of each month. Credit card processing fees of 4% apply.
Taxes – You are responsible for all local, state, or
federal sales, use, value-added or other taxes based on work or Requested
Services provided under this Agreement. You will pay all such taxes as may be
imposed upon us or you, except income withholding taxes imposed on us. You are
liable for any new or altered taxes, duties or charges imposed after the
Commencement Date in respect of the supply of products or Requested Services.
Fees - Monthly
charges as listed in accepted and approved quotation will be invoiced via email
in advance on or around the Twenty third (23rd) day of the prior
month with payment cue via bank EFT-ACH draft within fifteen (15) days of
invoice or on the first business day of the month due.
The first month’s billing will be prorated for the current month
and inclusive of the next month to bring payment current. All subsequent billings will be for one (1)
month. Set up charges as listed in
approved quotation will be invoiced immediately upon approval of quotation and
Fee Increases - The
monthly fee for this Agreement is based on many factors including but not
limited to total users supported, total devices supported, tools required, and
total hours of support. As these variables
increase or change in size and scope, there will be a commensurate increase in
time, materials, and labor and therefore an increase in the monthly fee. This Agreement may be
reviewed periodically in
order to determine
whether to increase or decrease the amount due based upon increased or
decreased number of users, devices, services, or support demand. Such an increase or decrease will be
reflected in subsequent monthly invoices, annually in January or July, or
reviewed as part of the Strategic Business Review (SBR).
Fee Increases – All SOW’s have an automatic 3%
price increase yearly and wereserve the right to revise fees
at any time. Out
of scope services will be billed at the applicable rate for the type of work
requested at the appropriate ReliabilITy R3 level
plus the appropriate trip charge. All trip time required for one direction
travel plus round-trip mileage is defined specifically to you in each SOW,
Proposal, or Quote. The On-Site and
Remote Pricing Rate list is updated annually and available on demand.
Regular Consulting/Project Hours.Regular Consulting/Project Hours shall consist of any time we work for
you during regular business hours exclusive of Trip Charge to your site. Regular business hours are defined as 7:00 am
to 6:00 pm Monday through Friday, excluding national and holidays that we
Emergency, Weekend and Holiday Consulting/Project Hours. Extended
Consulting/Project Hours shall consist of any hours worked by us outside
regular business hours. Trip Charge to
your site are applicable as well.
Other Services. All delivery, training or
consulting services will be billed at our published rates for each respective
activity unless overridden by a specific Statement of Work (approved Quote).
Follow this link for our most current standard rates https://www.i3businesssolutions.com/servicefees/ .
Restocking. We will
charge you a minimum 25% restocking fee with original packaging for hardware
returned withing 30 days of purchase and no returns thereafter. Software
cannot be returned once ordered. It’s specific to products (hardware/software/misc.).
Reliability Service Plan Selection - We shall
perform the applicable subset of Services as in Service Plan descriptions as accepted
and approved by you in the accepted proposal.
Third-Party Providers - Billing
will be inclusive of Third-Party Charges incurred in the provision of the
services. You will be notified by us with 30-day advanced notice of price
changes by the Third-Party Providers and the invoicing will be modified to
reflect the change.
Note: If the 3rd
Party Provider T & C’s require that the payment
for the services exceeds beyond the termination of this MSA or any related SOW
then you are obligated for the fully payment. Such
obligations will be identified in the Provider list and/or SOW.
6.0 Payment Terms. Payment of the total purchase price for equipment & services
shown on any SOW, proposal, or quote shall be made by one of the following
<![if !supportLists]>·<![endif]>Cash or check upon execution of the SOW, proposal, or quote.
<![if !supportLists]>·<![endif]>100% of hardware/software price plus 50% of all services listed on
the SOW, proposal, or quote. The balance
of the total purchase price shall be paid upon delivery of all equipment
(hardware, software, maintenance, services) to your premises.
<![if !supportLists]>·<![endif]>Execution of an acceptable lease agreement within five (5) days of
the execution of any SOW, proposal, or quote.
7.0 Service Billing Modifications. Taxes, shipping, handling, and other fees may apply. We
reserve the right to cancel orders or revise pricing arising from pricing or
current state of technology supply chain fluctuations, pricing, and
availability of your order may change from day to day. Pricing and availability
of anything quoted in a SOW or proposal or quote may be adjusted by us based
upon a review of pricing and availability at the time of your order delivery.
Pricing and availability are updated from our distribution vendors often. We do
our best to provide accurate and up to date information on your quote, which is
why we may shorten our normal 30-day quote approval window. SOW’s or proposals
or quotes may expire after 24 hours on items that are known to have limited
pricing or availability. We may also re-quote the SOW or proposal or quote to
provide accurate pricing at the time of your delivery and approval.
8.0Best Practice Alignment,
Recommendations, and Expectations. We
will support your organization and technology “as is”. Per our
onsite technology review of alignment to our Risk, Security & Productivity
Best Practices provided to you and filed in our Documentation, you understand
and agree to the technology improvements and recommendations contained in that
assessment. There may be CRITICAL issues
and recommended improvements where immediate attention is required. If
our recommendations are not implemented by you, then you shall indemnify and
hold us harmless for lack of required action. NON-CRITICAL improvements will be
accepted and made in a timely manner not to exceed the balance of the current
calendar year or the following year.
<![if !supportLists]>9.<![endif]>Hiring. During the
term of this Agreement, and for a period of one (1) year thereafter, each party
agrees not to hire, solicit, nor attempt to solicit, the services of any
employee or subcontractor (or former employee who was an employee of the party
in the previous 12 months) without the prior written consent of the other
party. Violation of this section shall
entitle the non-hiring party to assert liquated damages against the hiring
party equal to thirty-five percent (35%) of the solicited employee’s annual
<![if !supportLists]>10.0<![endif]>Scheduled Equipment/Products Included (Hardware and/or Software). Scheduled
Equipment Hardware shall be limited to the hardware under MSP RMM and/or as scheduled
described in the approved proposal. We shall
provide you with a Supported Equipment/Products IT asset report at the end of
the new client onboarding project, on demand, emailed quarterly and at least
It is agreed that the Scheduled Equipment covered under this MSA
may change from time to time during the course of the MSA
term as your needs dictate and that either new machines are added, or old
machines are decommissioned from your network. The monthly invoice will
reflect the total number of in-production Servers and/or Desktops with our
Remote Monitoring and Management (RMM) software installed on it. Any systems
ADDED must be On-boarded by us by installing the RMM software onto it and any
systems REMOVED must be off-boarded by us by uninstalling the RMM
software. These dynamic changes are available in RMM reporting, counts
are detailed on the monthly invoice, and you will have the opportunity to
dispute the count if you wish to upon reviewing your invoice.
as a Service (HaaS). We will provide you with your
inventory of hardware and software to deliver backup and security solutions and
services to you via inventory in our ConnectWise PSA software and IT Glue Documentation. This hardware is owned by us.
12.0 Return of Servers, Firewall, Backup Appliances, and Other
Hardware. In the event of termination of
this MSA or any SOW within ten (10) days after the effective date of
termination or expiration of HaaS related Services, you
will remove, package and ship, at your expense and in a commercially reasonable
manner, all equipment and accessories provided by us that were used in the
provision of the Services. If you fail to return all equipment in a timely
manner, or if the equipment is returned to us damaged (beyond normal wear and
tear), we retain the right to charge you, and you hereby agree to pay the
replacement value of all such unreturned or damaged equipment. In some cases, we will provide quotes/options
to purchase the equipment as part of the off-boarding options.
Party Providers(s). To
enhance the Requested Service Offerings provided by us to you, we may utilize third-party providers for certain services. In addition to us, you MAY BE legally bound to the third-party provider’s Terms and Conditions. The third-party
provider link is available at our web site at https://www.i3businesssolutions.com/terms/. You may also be subject to
any other agreements and documents presented by the third-party provider that
are required to provide the services, each as amended by the third-party
provider from time to time.
The links are
being provided as a courtesy. You should monitor the links for the 3rd
Party Providers to determine if you have the most current Terms and Conditions.
Third Party Providers may be changed/replaced during the service period.
We will update the third-party provider link of the change and advise of the
new terms and conditions link for such services.
Party Product or Services may include:
<![if !supportLists]>§<![endif]>Antivirus software and management of software via Webroot Inc, Microsoft
Defender, or SentinelOne Ranger as applicable to your
<![if !supportLists]>§<![endif]>Remote Monitoring, Management, and alerting of
computers, servers, firewall, and network equipment per your agreement options
via ConnectWise RMM, Control, Microsoft Intune & Lighthouse, and SentinelOne
<![if !supportLists]>§<![endif]>Toolset management of automated and manual maintenance of
computers and servers (including Windows software updates, patch management)
via ConnectWise Control
<![if !supportLists]>§<![endif]>Backup Services – per agreement via StorageCraft, Veeam, Microsoft Azure,
ConnectWise, Datto, or other as applicable
<![if !supportLists]>§<![endif]>Drive Encryption via Bitlocker (on
<![if !supportLists]>§<![endif]>Email Encryption via Microsoft Office 365
<![if !supportLists]>§<![endif]>Phishing Detection via Microsoft Office 365
<![if !supportLists]>§<![endif]>DNS filtering service via Cisco Umbrella Filter
<![if !supportLists]>§<![endif]>Email Archiving via Office 365 (if implacable to license type)
<![if !supportLists]>§<![endif]>SOC (Security Operation Center) Threat detection via ConnectWise
<![if !supportLists]>§<![endif]>Breach Detection/Persistent Threat via ConnectWise SOC, SentinelOne EDR toolset
<![if !supportLists]>§<![endif]>Ransomware Detection, Mitigation via ConnectWise SOC and SentinelOne EDR toolset
<![if !supportLists]>§<![endif]>Endpoint Detection and Response via SentinelOne
Ranger and ConnectWise SOC
<![if !supportLists]>§<![endif]>Multi-Factor Authentication as applicable via Microsoft Office
365, WatchGuard AuthPoint, Duo
<![if !supportLists]>§<![endif]>Vulnerability assessments and remediation via RapidFire
Tools Network Detective, ConnectWise Identify, and CIS Toolset
<![if !supportLists]>§<![endif]>IAAS via Microsoft Azure
<![if !supportLists]>§<![endif]>HaaS -
Network/Firewall/Access Points – via WatchGuard, Meraki, SonicWALL, Azure,
Lenovo, and i3 procured hardware
<![if !supportLists]>§<![endif]>Collaboration Suite via Microsoft Office 365 Suite of products
including but not limited to email, Teams, SharePoint, OneDrive
<![if !supportLists]>§<![endif]>Documentation via IT Glue
<![if !supportLists]>§<![endif]>Service Ticketing via Connectwise Manage
ticketing and RMM
<![if !supportLists]>§<![endif]>SIEM via ConnectWise Security Incident Event Management
<![if !supportLists]>§<![endif]>Dark Web ID domain monitoring via Kaseya ID Agent
<![if !supportLists]>§<![endif]>Phish testing and cybersecurity education and training via Kaseya
ID Agent BullPhish ID
<![if !supportLists]>§<![endif]>Email Protection via Barracuda
<![if !supportLists]>§<![endif]>Network monitoring via Auvik – Network
<![if !supportLists]>§<![endif]>Note: The word “via” in the section above indicates
a Third-Party Provider.
14.0 Limitation of Liability. Our aggregate liability arising from or
out of or relating to Requested Services rendered under this MSA and subsequent
SOW’s shall be limited to the fees paid under this MSA
and SOW’s for the previous three (3) months from the date the liability
15.0 Term of this MSA. This MSA is effective only upon either electronic or
physical execution by usand you. Each party hereto warrants and represents
that this MSA, and the Terms and Conditions constitute the legal, valid, and
binding obligation of such party as of the MSA Effective Date. The term of MSA shall
be for an initial period of 3 years with the option for renewals. This MSA
will, without any further act or formality on the part of either Party, on the
expiration of the initial term or any renewal term,
be automatically renewed for a further term of 1 year unless either of us gives
notice of termination of at least 90 days before the expiration date or any renewal
16.0 Early Termination of this MSA or SOW or
Order. We may: (a)
terminate a specific SOW or Order if you fail to pay any applicable fees due
for that SOW or Order within 30 days after receipt of written notice from us of
non-payment; and/or (b) terminate this MSA or an Order if you commit any other
material breach of this MSA and fail to cure such breach within fifteen (15)
days after receipt of written notice from us. If this MSA or a SOW or an Order
for Services is terminated, you will promptly pay us for Requested Services
rendered, and expenses incurred through the termination date.
You may: (a) terminate a specific SOW or Order if we fail to perform any services due for that SOW orOrder within 30 days after receipt of written notice from you;
and/or (b) terminate this MSA or an Order if we commit any other material
breach of this MSA and fail to cure such breach within fifteen (15) days after
receipt of written notice from you.
This MSA cannot be terminated while an active SOW or Order is in
the process of actively being worked on by us. Further, some of our Third-Party Vendors
including Microsoft have begun to charge annual Licensing Fees. The services
and products offered by these third-party vendors may require us to purchase
certain "per seat" licenses from these third parties to provide you
with these applications (i.e. Microsoft
365, Office 365). As per their requirements, the licenses cannot be canceled
once they are purchased and cannot be transferred to any other customer. If we
purchase a license for you on an order, then those licenses will require a one
(1) year term, or you may be assessed additional monthly fees for purchasing
month-to-month licensing instead of committing to the one (1) year term. For
that reason, you understand and agree that regardless of the reason for termination
of the Services, you are required to pay for all applicable licenses in full
for the entire term of those licenses.It is our understanding that once the license is paid in full, you will
be permitted to use the applicable applications until the expiration of the
license terms, even if you move to a different technology service.
approval below or online indicates your acceptance of both the Terms and
Conditions and MSA and we do the same.
i3 Business Solutions On-site and Remote Service Price Rates & Fees list