Master Services Agreement (the “Agreement”)
Scope of Services
This Agreement governs the provision of managed services, onsite technical support, and value-added procurement services by INFINITE 8 ENTERPRISES LLC (the “Agency”) to the undersigned client (the “Client”). The specific services, deliverables, and pricing are outlined in the attached Statement of Work (SOW). In the event of any conflict between the terms of the SOW and this Agreement, the terms of this Agreement shall prevail.
Time of Payment and Late-Payment Charges
The Client shall pay the Agency for the services performed as outlined in the SOW. Payments are due within 15 days of the invoice date. Failure to pay on time may result in the suspension of services and withholding of deliverables. The Agency is not responsible for any damages, losses, or liabilities that may arise from such suspension due to non-payment. Late payments shall accrue interest at a rate of 1.5% per month, and the Client is responsible for all collection costs, including attorney’s fees.
Client Representative
The Client must appoint a sole representative with full authority to make decisions on behalf of the Client regarding the services rendered by the Agency. This Client Representative will be the main point of contact for approvals, change orders, and coordination. Any instructions or approvals given by the Client Representative will be considered binding on the Client.
Client Obligations and Materials
The Client must provide any necessary materials, access, or information required for the Agency to perform its obligations. Failure to provide these in a timely manner may result in delays or additional costs. The Client is responsible for ensuring that all assets and materials provided to the Agency comply with applicable laws and do not infringe on any third-party rights.
Approval of Work
Work will not commence until the Client has signed the SOW. The Client must provide written approval or feedback on deliverables within five business days. If no feedback is provided within this period, the deliverables will be considered accepted. Once approved, any changes to the scope of work may incur additional fees.
Termination of Agreement
Either party may terminate this Agreement by giving 90 days' prior written notice. If the Client terminates without cause, they will be responsible for all unpaid fees and a cancellation fee equal to 40% of the total remaining fees outlined in the SOW. The Client will also bear any third-party costs resulting from the termination. Upon termination, the Agency will assist with the orderly transfer of services, but the Client must pay for any transition costs.
Liability of Agency
The Agency is not liable for delays or failures caused by circumstances beyond its control, such as natural disasters, acts of terrorism, third-party service failures, or Client delays. The Agency’s liability is limited to the total fees paid under this Agreement and excludes any indirect, special, or consequential damages.
Confidential Information
Both parties agree to maintain the confidentiality of any non-public, personal, or proprietary information disclosed during the term of this Agreement. Neither party shall use or disclose the other party's confidential information except as necessary to fulfill their obligations under this Agreement or as required by law.
Ownership and Usage Rights
Subject to payment in full, the Agency assigns to the Client all rights to the final work product created specifically for the Client under this Agreement. The Agency retains ownership of all background technology, source files, and any concepts not included in the final deliverables. The Client is granted a non-exclusive, royalty-free license to use the background technology only as part of the final deliverables.
Refund Policy
As a service-based company, the Agency does not offer refunds once services have been rendered. This includes any onsite support, managed services, or third-party vendor management. However, the Agency is committed to providing high-quality service, and any concerns regarding service quality will be reviewed on a case-by-case basis to ensure customer satisfaction.
Shipping or Delivery Policy
The Agency primarily provides onsite services and managed IT solutions, rather than physical goods. In cases where equipment or materials are procured on behalf of the Client, shipping and delivery will be handled by third-party vendors or distributors. The Client agrees to adhere to the vendor's delivery timelines, and the Agency is not responsible for any delays caused by third parties.
Return Policy
The Agency does not sell physical goods directly, and therefore does not handle returns. Any equipment or goods ordered for installation as part of the services are purchased under the terms provided by third-party vendors. The Client agrees to abide by these terms, including any applicable return and warranty policies.
Cancellation Policy
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General Cancellations
Cancellations of ongoing managed services, including IT support and onsite technical assistance, are handled on a per-client basis and are outlined in each individual SOW. The Client may cancel services that do not involve third-party partnerships at any time, subject to the cancellation terms set forth in their SOW. -
Onsite Support or On-Call Assistance Cancellations
For scheduled onsite support or "on-call" assistance, cancellations or rescheduling must adhere to the conditions outlined in the Client's SOW. Failure to provide sufficient notice (e.g., 24 or 48 hours, as specified in the SOW) may result in full or partial charges for the scheduled services. -
Third-Party Service Cancellations
Services involving third-party vendors, including but not limited to software licenses, cloud services, and hardware, are subject to the cancellation terms of those third-party providers. Any costs associated with early termination or cancellation of third-party services will be borne by the Client. The Agency will assist in the orderly termination of these services but is not liable for delays or costs incurred during the process.
Subscription Services Transfer
If the Client cancels services involving third-party subscriptions (e.g., hosting, software licensing), the Client is responsible for transferring these services to their own accounts or to a new provider. The Agency will assist in facilitating the transfer, but all costs, including transfer fees, must be paid by the Client.
Please direct any questions regarding our policies to [email protected]
Last Updated: 10/14/2024