Accellis is pleased to present you with this Master Service Agreement for the delivery of consulting and IT services for your organization. This agreement outlines our standard terms and conditions and may be supplemented with additional service or purchase agreements as needed. If you have any questions, please do not hesitate that to call us directly at (216) 662-3200. We look forward to providing your organization all the top quality products and consulting services all our clients have come to expect from Accellis.
|Network Consulting||Includes server, workstation, printer, router, switching, email, and Microsoft Office support.||$155 / hr|
|Cybersecurity & Compliance Consulting||Includes compliance consulting, audit assistance, policy creation, and security consulting.||$175 / hr|
|Application Development||Includes custom software integration, data conversions / migrations, web and client portal development.||$180 / hr with a 1-hour minimum|
|Software Consulting||Includes Practice Management, Billing & Accounting, Document Management, and other line-of-business services.||$165 / hr|
|Management Consulting||Includes business consulting, information technology consulting and analysis, process management and project management.||$200 / hr|
Discounted rates are available with monthly agreements and block-hour purchases.
General Terms & Conditions
General Services Invoicing
Onsite support will be invoiced in fifteen (15) minute increments, with a minimum of one (1) hour. Remote telephone or Internet support will be invoiced in fifteen (15) minute increments. Rates include one way travel time to Client’s site. It is Accellis’ policy to collect one hundred percent (100%) of initial hardware and software costs upon the parties’ execution of this Agreement. Service deposits of up to fifty percent (50%) may also be required. If you dispute any charges, you must contact us within thirty (30) calendar days of the disputed invoice or all charges on some shall be deemed due, payable and accepted by all parties.
General Hours of Operation
Standard business hours of operations are Monday through Friday, 8:30am – 5:30pm ET, excluding holidays. Summer hours of 8:30am – 4:30pm ET, Fridays, are in effect between Memorial Day and Labor Day. Service and support after standard business hours of operations and weekends are invoiced at 1 ½ times the standard rates.
The customer shall provide to Accellis, free of charge, such computer facilities and resources, computer consumables, remote access and office / administrative resources as are reasonably necessary to enable Accellis to carry out its obligations under this Agreement; Promptly furnish Accellis with such information and documents as it may reasonably request for the proper performance of its obligations under this Agreement; Use best efforts to co-operate with and assist Accellis to such extent as Accellis may reasonably require to perform Accellis’ obligations under this Agreement.
Software and Hardware Considerations
It is acknowledged that by legal precedent, computer software, servers, and networking equipment inherently contains, from time to time defects, faults and defects however well developed, and all support services rendered to address any defects including identification and remediation are valid along with any fees invoiced.
Each party shall nominate in writing upon signing this Agreement, the person who shall act as its representative for this Agreement and who shall provide any information which may be required by the other party to perform its obligations under this Agreement.
Disclaimer of Warranties
Accellis provides no warranty for the software and/or hardware, either express or implied as such warranties exist directly between you, the purchaser, and the software/hardware manufacturer/developer. We assume no responsibility for any consequential or incidental damages due to lost data/programs, defects in parts or labor, and/or software program loss, data loss or restoration. Except as otherwise expressly set forth herein, Accellis disclaims any express or implied representations or warranties, including, without limitation, any implied warranty of merchantability or fitness for a particular purpose, regarding the products purchase and sold under this agreement or any services contemplated by or other property delivered under this agreement
It is REQUIRED that your system be backed up, in its entirety, prior to any installation, service or troubleshooting by Accellis. Accellis shall not be responsible for any data loss, damage or related business losses while using computer software or hardware installed or developed or completing any services whatsoever. Accellis assumes no responsibility for any consequential or incidental damages due to lost data/programs, defects in parts or labor, and/or software program loss, data loss or restoration. Damages sought by either party against the other party in connection with any dispute, controversy, claim or cause of action arises between client and Accellis for this agreement, including the termination, its performance, or the rights or obligations of the parties (together, a “dispute”), whether based on contract, warranty, tort, negligence, strict liability, antitrust, rico or otherwise, shall be limited to direct damages. Further, in no event will either party be liable to the other party, and neither party will seek to recover or enforce a judgment against the other party, for indirect, incidental, consequential or special damages, including, without limitation, damages relating to loss of investment, indebtedness, loss of financing, loss of sales or profits, or business interruption, discontinuance or termination, or punitive, treble or other damages in excess of direct damages, whether the underlying dispute is based on contract, warranty, tort, negligence, strict liability, antitrust, rico or otherwise, and each party waives any claim against the other party for indirect, incidental, consequential and special damages and for punitive, treble or other damages in excess of direct damages. This section does not apply to any dispute concerning a party’s rights in its confidential or proprietary information, in its intellectual property or in that of its affiliates. Accellis’ total cumulative liability for this agreement (and any products delivered in connection herewith), whether in an action in contract or tort or otherwise, shall in no event exceed the fees paid to Accellis, if any.
In order for Accellis to fulfill the requirements of this Agreement, it may be necessary or desirable for you to disclose confidential and proprietary information pertaining to the past, present, and future activities of your firm and its customers/clients. Since it is difficult to separate confidential and proprietary information from that which is not, Accellis will use commercially reasonable efforts to instruct its employees, agents, independent contractors, and subcontractors to regard all information obtained by each such person, as a result of the services to be performed hereunder, as information which is proprietary to Client or its customers/clients and not to be disclosed (except to the extent reasonably necessary to resolve any Dispute hereunder or as otherwise required by law). Accellis’ obligations shall survive the termination of this Agreement.
Hiring of Employees
Client agrees not to hire or attempt to hire any of Accellis’ employees within two (2) years of termination of employment from Accellis, as full-time or part-time employees, contractors, or any other such arrangement without the consent of Accellis. Client acknowledges and agrees that Accellis will suffer irreparable harm in such event and that Client shall, if such breach should occur, immediately pay to Accellis an amount equal to three times (3x) the employee’s annual compensation (including salary and expected bonuses) or the sum of two hundred thousand ($200,000), whichever is greater, at the time of breach.
“Force Majeure” is any event or condition, not existing as of the effective date of this Agreement, not reasonably foreseeable as of such date and not reasonably within the control of either party, which prevents in whole or in material part the performance by one of the parties of its obligations under this Agreement or which renders the performance of such obligations so difficult or costly as to make such performance commercially unreasonable. Without limiting the foregoing, the following will constitute events or conditions of Force Majeure: embargoes, quotas, transportation delays, telecommunications failures, acts or omissions of government or military authorities, acts of God, riots, disturbance, war, strikes, lockouts, slowdowns, prolonged energy, raw material, supplies or labor shortages, epidemics, fire, flood, hurricane, typhoon, earthquake, lightning and explosion. Under no circumstances shall Client’s failure to pay for products or services rendered by Accellis be the subject of Force Majeure.
The person signing this Agreement for Client represents and warrants he/she has full power and authority to execute this Agreement and to bind Client. Only individuals with title of Chief Executive or Chief Financial Officer or any person designated by either of those two individuals shall have power and authority to bind Client.
You acknowledges that Accellis must have access to any and all systems and resources to perform its duties under this Agreement. As such, we must have access to any and all usernames, passwords, and other pertinent security credentials. If access to credentials is denied, you understand we may be unable to perform its duties adequately and if such a situation should exist, Accellis will be held harmless and you will remain bound under the terms of this Agreement.
Client agrees to indemnify, defend and hold Accellis harmless against any liability, loss, cost, damage or expense, including reasonable attorneys’ fees, arising from any claims or causes of action for damage or injury to persons or property for Client’s performance of this Agreement. Accellis agrees to indemnify, defend and hold Client harmless from any liability, loss, cost, damage or expense, including reasonable attorney’s fees, arising from any claims or causes of action for damage or injury to persons or property arising with Accellis’ performance of this Agreement. The party seeking to be indemnified will promptly notify the other party of any claim in writing, tender to the other party the right to defend such claim at such other party’s expense and reasonably cooperate with the other party in defending or settling the claim. A party will not be indemnified under this Section for any claim settled without the other party’s prior written consent (which shall not be unreasonably withheld). The indemnified party may participate in the defense through its own counsel at its own expense. As no product or service can assure absolute security, Client agrees that the products and/or services rendered in this agreement by the Company do not represent a guarantee of any kind relating to security and/or breach prevention (CyberSecurity) of the Client’s information systems, applications, network, infrastructure, policies, training, education or procedures. Unless specified otherwise within the agreement, Client acknowledges that the Company has no control over the final implementation of any recommendations, technologies, training / education, security plans and/or general resources and, as such, holds the Company harmless from any security related events, breaches or incidents. It is at the Client’s sole discretion to follow the advice and information presented within this agreement.
Please fill out your contact information below. By selecting “I Agree”, you are indicating you have read and agree to the terms of this agreement in its entirety, and that you are authorized to make such decisions for your organization.