Master Services Agreement (MSA)

Version 1.3 – Effective June 1, 2025

1. Agreement Overview

This Managed Services Agreement ("Agreement") is made between Andersen Computer Services, Inc. d/b/a OST ("Service Provider") and the Client ("Client") as defined in the signed proposal or quote.

This Agreement governs the provision of managed IT services, including network monitoring, remote support, endpoint protection, and other technology services provided to Client under a monthly service plan.

By accepting a quote or proposal referencing this Agreement, the Client acknowledges and agrees to the terms herein.

2. Term and Termination

  • Initial Term: The Agreement has an initial term of thirty-six (36) months from the date of acceptance, unless a different term is explicitly stated in the signed quote or proposal.

  • The Agreement will automatically renew for successive twelve (12) month periods unless either party provides written notice of non-renewal at least thirty (30) days prior to the expiration of the current term.

  • Client may terminate with thirty (30) days’ written notice if Service Provider fails to cure a material breach.

  • Service Provider may terminate with thirty (30) days’ written notice for any reason.

  • In the event of termination, Service Provider will assist with an orderly transition of services. Transition assistance will be billed at actual cost.

3. Fees & Billing

  • Monthly recurring fees (MRR) are outlined in the signed quote.

  • Invoices are due on the 1st of each month via ACH.

  • Services may be suspended if payment is more than 10 days late.

  • Fees may increase annually but not more than 50% if device/user count remains unchanged.

4. Scope of Services

Covered services typically include:

  • 24/7 monitoring and patching of endpoints and cloud systems

  • Managed EDR/MDR, spam filtering, and dark web monitoring

  • Security awareness training and phishing simulation

  • 24/7 remote help desk

  • onsite support at Service Provider’s discretion

  • Backup and disaster recovery services (if included in signed scope of work)

Exact deliverables are defined in the signed proposal or quote.

5. Submitting Support Requests

Client may request support through the following methods:

  1. Phone (Preferred & Fastest):

    • Call the 24/7 help desk at 401-773-7766.

    • This is the most direct and prioritized method of support and should be used for any time-sensitive or urgent issues.

  2. Email:

    • Submit a ticket by emailing support@ost247.com.

    • Emails are monitored regularly but may have longer response times compared to phone support.

  3. Client Portal:

    • Log in to the OST client portal at onsitetechsri.itclientportal.com to submit and track tickets.

    • Best suited for non-urgent issues or status updates.

  4. Desktop Shortcut:

    • Use the “OST Support” shortcut installed on all managed devices.

    • Tickets submitted this way are routed into the queue but are not prioritized over phone calls.

Important:
Issues submitted by email, client portal, or desktop shortcut may experience longer response and resolution times compared to those phoned in. Phone calls receive the highest level of immediate attention from the help desk team.

6. Client Responsibilities

To receive services, Client must:

  • Maintain a supported and secure IT environment

  • Follow Service Provider’s recommendations for security and compliance

  • Provide administrative access to systems and notify Service Provider of changes or incidents

7. Exclusions

This Agreement does not cover:

  • Hardware, parts, or licensing costs

  • Unlicensed or unsupported systems

  • Acts of God, misuse, or third-party vendor delays

  • Custom software development or training (unless specified)

8. Limitation of Liability

Service Provider’s liability is limited to the total fees paid in the six (6) months prior to a claim. OST is not responsible for indirect, incidental, or consequential damages, including lost profits or business interruption.

9. Confidentiality

Both parties agree to maintain confidentiality regarding business operations, data, and systems unless disclosure is required by law or authorized in writing.

10. Independent Contractor Status

Service Provider acts as an independent contractor and retains the right to use third-party contractors (e.g., help desk, NOC) as part of service delivery.

11. Non-Solicitation

Client agrees not to solicit, hire, or contract with any employee or subcontractor of Service Provider during the Agreement term and for eighteen (18) months thereafter.

12. Governing Law

This Agreement shall be governed by and enforced under the laws of the State of Rhode Island.

 

13. Cybersecurity Risk Acknowledgment & Waiver

Client acknowledges that:

No cybersecurity solution is 100% effective.

  • Service Provider cannot guarantee protection against all threats, even with best practices in place.
  • Client is responsible for implementing and maintaining recommended controls, including MFA, backups, EDR, and patching.
  • If Client declines or delays implementation of recommended protections:
    • Service Provider shall not be liable for resulting breaches, data loss, or downtime.
    • Client assumes all risk and agrees to indemnify Service Provider against related third-party claims or damages.
  • This waiver survives the termination of the Agreement for twenty-four (24) months.

14. Intellectual Property Ownership

All automation scripts, documentation, configurations, and tools developed by Service Provider during the delivery of services remain the exclusive property of Service Provider.

 

Client is granted a limited, non-transferable, non-exclusive license to use such materials solely during the term of this Agreement. Upon termination, Service Provider may remove or disable such tools unless otherwise agreed in writing.

 

Contact & Legal Notices

All legal notices shall be sent to:

Email: info@ost247.com

 

Questions? Contact us at info@ost247.com or call 401-773-7766.