Managed Services Agreement

1. Structure of the agreement

This MSA sets the general terms that apply to all services we provide. The specific services, pricing, term length, and any engagement-specific details are set out in one or more Service Orders or Statements of Work (each, an “SOW”) signed by both parties, each of which is incorporated into and governed by this MSA. If an SOW conflicts with this MSA on a matter the SOW specifically addresses (such as pricing or scope), the SOW controls for that engagement; otherwise this MSA controls.

2. Services

We provide the services described in the applicable SOW, which may include managed IT services, network and server management, cybersecurity, help desk support, cloud hosting, website and software development, hardware sales, and electronics recycling. Services are provided to businesses located in or supported within Middle Tennessee unless otherwise agreed in writing.

3. Term, renewal, and termination

Each SOW has a fixed term stated in that SOW. Unless either party gives the other written notice of non-renewal at least 30 days before the end of the then-current term, the SOW automatically renews on the same terms.

Except for termination for the other party’s uncured material breach, neither party may terminate an SOW for convenience before the end of its term. If Customer terminates an SOW early for any reason other than our uncured material breach, or if we terminate for Customer’s uncured material breach (including nonpayment as described in Section 5), all remaining fees for the balance of the then-current term become immediately due and payable.

We may suspend or terminate services immediately, without penalty to us, if Customer fails to cure a payment default within the periods described in Section 5, or if continued performance would require us to violate law or a third-party license.

4. Fees and payment

Customer will pay the fees set out in the applicable SOW. We accept payment by credit card, ACH, wire transfer, and check. Depending on the engagement, fees are either (a) invoiced, with invoices due on receipt, or (b) billed automatically on a card or bank account Customer keeps on file, on a monthly, quarterly, or annual cycle as specified in the SOW. Certain hardware purchases and project work require a deposit or upfront payment, as specified in the applicable SOW.

Customer authorizes us to charge the payment method on file for recurring fees and agrees to keep a valid payment method on file for the duration of any SOW billed that way.

5. Late payment, finance charges, and collections

Invoices are due on receipt. If an invoice remains unpaid 30 days after the invoice date, a late fee of 15% of the overdue amount applies. If an automatic payment fails, Customer must cure the failure promptly upon notice; a failed payment that is not cured is a material breach of this Agreement and may result in suspension of services and the acceleration described in Section 3.

If an amount remains unpaid 90 days after the invoice date, we may refer the account to collections. Customer is responsible for all costs of collection, including reasonable attorneys’ fees and collection agency fees, in addition to the unpaid amount and any accrued late fees.

6. Cancellation and refunds

Fees for services already performed are not refundable. Hardware purchased through us may be returned within 15 days of delivery, subject to a 20% restocking fee, provided the hardware is in resalable condition; special-order or customized hardware may be excluded from returns as noted in the applicable SOW. A deposit paid toward project work or a hardware order is refundable if Customer cancels before we have purchased the hardware or committed the deposited funds on Customer’s behalf; once hardware has been purchased for Customer’s engagement, that portion of the deposit is non-refundable.

7. Support hours, response, and emergency work

Standard support is available Monday through Friday, 9:00 AM to 5:00 PM Central Time. Standard support is provided on a best-effort basis without a guaranteed response-time SLA, unless a specific SLA is stated in the applicable SOW. 24/7 support is available on request, with fees for that coverage quoted and agreed on a per-engagement basis. Work requested or performed outside standard support hours that is not covered by an agreed 24/7 arrangement is billed at our emergency rate of $250/hour.

8. Customer responsibilities

To allow us to deliver services, Customer agrees to:

• Provide timely access and credentials to the systems we are engaged to support;
• Maintain a safe environment for our personnel to perform on-site work;
• Not modify, reconfigure, or permit third parties to modify equipment or systems we manage without coordinating with us;
• Maintain valid licenses for software Customer uses, including software we help manage on Customer’s behalf (see Section 10); and
• Promptly report suspected issues, outages, or security incidents.

9. Equipment

Equipment we provide is leased to Customer for the term of the applicable SOW unless that SOW specifies that Customer is purchasing the equipment outright. Leased equipment remains our property, must be returned in good working condition (normal wear excepted) upon termination, and may not be sold, encumbered, or relocated outside the agreed service location without our consent. Customer is responsible for loss of or damage to leased equipment beyond normal wear and tear.

10. Third-party software and vendors

Customer is responsible for the cost of any third-party software licenses, subscriptions, or vendor services used in its environment, whether or not we help select, configure, or manage them; we do not pay license or subscription costs on Customer’s behalf unless an SOW expressly says otherwise. We may use third-party service providers (for example, cloud infrastructure, ticketing, and payment-processing vendors) to help deliver our services.

11. Data, backups, and retention

As between the parties, Customer owns its business data. Where backup services are part of an engagement, responsibility is shared: we are responsible for providing and maintaining agreed backup access and infrastructure, and Customer is responsible for verifying that backups are completing successfully and that data can be restored, unless an SOW assigns verification to us. Data retention periods (including after an SOW ends) are set on a case-by-case basis in the applicable SOW.

For electronics recycling and hardware decommissioning, we ensure that data on any storage media we take possession of is destroyed. Customer may instruct us not to take possession of hard drives or other storage media if Customer prefers to retain or separately destroy them; in that case, Customer is solely responsible for any data remaining on media we do not take.

12. Confidentiality

Each party may receive confidential or proprietary information of the other (“Confidential Information”), including business, technical, and customer information not generally known to the public. Each party agrees to (a) use the other’s Confidential Information only to perform under this Agreement, (b) protect it with at least the same care it uses for its own confidential information, and no less than reasonable care, and (c) not disclose it to third parties except to personnel or subcontractors who need it to perform this Agreement and who are bound by similar confidentiality obligations. This section does not apply to information that is or becomes public through no fault of the receiving party, was already known to the receiving party without an obligation of confidence, or is required to be disclosed by law (provided the disclosing party gives notice where legally permitted). This section survives termination of this Agreement.

13. Intellectual property

Tools, scripts, documentation, configurations, and software that we develop independent of a specific paid project deliverable remain our property. Where we make such tools available to Customer as part of a service engagement, we grant Customer a non-exclusive, non-transferable license to use them solely in connection with our services for as long as the applicable SOW is in effect; the license ends when the SOW ends. Deliverables that Customer specifically pays us to develop as part of a project (for example, a commissioned website) are owned by Customer as specified in the applicable SOW, subject to full payment.

14. Warranties

EXCEPT AS EXPRESSLY STATED IN AN APPLICABLE SOW, SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. We do not warrant that services will be uninterrupted or error-free, or that any system will be fully secure. A limited workmanship warranty (for example, on hardware installation) may be added for a specific engagement only if stated in writing in the applicable SOW, including its duration and scope.

15. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW: (A) NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST DATA, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (B) OUR TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT WILL NOT EXCEED THE FEES CUSTOMER PAID US IN THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. This limitation applies regardless of the theory of liability (contract, tort, negligence, or otherwise) and applies even if a remedy fails of its essential purpose, except to the extent a limitation is prohibited by applicable law.

16. Indemnification

By Customer. Customer will indemnify, defend, and hold harmless SimpleLogic Solutions LLC, its members, and personnel from and against any third-party claim, loss, liability, or expense (including reasonable attorneys’ fees) arising out of or relating to: (a) Customer’s misuse of the services or equipment; (b) Customer’s violation of law or third-party rights, including data Customer stores or processes using our services; (c) Customer’s breach of this Agreement; or (d) any instructions Customer gives us that we follow in good faith.

By SimpleLogic. We will indemnify, defend, and hold harmless Customer from and against any third-party claim that a tool or deliverable we developed and provided to Customer under this Agreement infringes that third party’s U.S. patent, copyright, or trade secret, provided Customer promptly notifies us of the claim and lets us control its defense. This indemnity does not apply to claims arising from Customer’s modification of the deliverable, combination of the deliverable with items we did not provide, or third-party software or hardware. Our indemnification obligation under this section is subject to the limitation of liability in Section 15.

17. Force majeure

Neither party is liable for delay or failure to perform caused by events beyond its reasonable control, including natural disasters, pandemics or public health emergencies, power, internet, or utility outages, acts of government, labor disputes, cyberattacks against third parties or upstream vendors, and hardware supply-chain delays. The affected party will notify the other and resume performance promptly once the event ends. This section does not excuse Customer’s payment obligations for services already rendered.

18. Dispute resolution

This Agreement is governed by the laws of the State of Tennessee, without regard to conflict-of-laws principles. Any dispute arising out of or relating to this Agreement, its interpretation, or its breach will be resolved by binding arbitration administered under the commercial arbitration rules then in effect, with the seat of arbitration in Davidson County, Tennessee. Judgment on the arbitration award may be entered in any court having jurisdiction. Either party may seek injunctive relief in the courts of Davidson County, Tennessee to protect confidential information or intellectual property pending arbitration.

19. General

Assignment. Neither party may assign this Agreement without the other’s written consent, except that we may assign it in connection with a merger, acquisition, or sale of substantially all of our assets.

Notices. Notices to us must be sent to contact@simplelogic.net or 2301 Cloverdale Road, Nashville, TN 37214. Notices to Customer will be sent to the contact information on file in the applicable SOW.

Entire agreement. This MSA, together with all signed SOWs, is the entire agreement between the parties regarding its subject matter and supersedes prior discussions or proposals regarding the same engagement.

Amendment. This MSA may be amended only by a writing signed by both parties, except that we may update the Terms of Service, Privacy Policy, and Cookie Policy referenced elsewhere on our Site as described in those documents.

Severability and waiver. If any provision of this Agreement is found unenforceable, the remaining provisions remain in effect. Failure to enforce a provision is not a waiver of the right to enforce it later.

Survival. Sections relating to payment obligations already accrued, confidentiality, intellectual property, indemnification, limitation of liability, and dispute resolution survive termination or expiration of this Agreement.

20. Related documents

This MSA works together with our Terms of Service, Privacy Policy, and Cookie Policy.

21. Contact

Questions about this Agreement can be sent to contact@simplelogic.net or 2301 Cloverdale Road, Nashville, TN 37214.