1. Purpose of Agreement
The purpose of this Service Agreement is to establish a clear understanding of the services the MSP (“Provider”) will deliver, the responsibilities of the Client, and the expectations for a successful partnership. The goal is to provide the Client with reliable, high‑quality technology services that deliver measurable value while ensuring the Provider can operate efficiently and responsibly.
2. Scope of Services
The Provider will supply the services detailed in the Statement of Work (SOW), project or contract, which may include but are not limited to:
- Proactive monitoring and maintenance of covered systems
- Helpdesk and user support
- Cybersecurity services
- Patch management
- License management
- Hardware and software recommendations
- Backup and disaster recovery services
Out‑of‑Scope Services
The following are not included unless explicitly stated in the SOW or quoted separately:
- On‑site work not covered by the plan
- Project‑based work (deployments, migrations, major upgrades)
- Hardware costs, third‑party software, or licensing
- Support for systems not previously approved or documented
- After‑hours support unless the plan specifically includes it
This distinction helps ensure clarity, prevent scope creep, and maintain fair use of Provider time.
3. Service Levels (SLA)
The Provider will respond to service requests within the Enterprise Service Level Agreement outlined by the Provider.
Resolution times may vary depending on issue complexity. The Provider will maintain ongoing communication until the issue is resolved.
4. Client Responsibilities
To ensure services are delivered effectively, the Client agrees to:
- Provide timely access to systems, documentation, and personnel
- Maintain supported hardware and software as recommended by the Provider
- Follow security best practices and policies (passwords, MFA, device requirements)
- Notify the Provider promptly of issues or changes in business operations
- Ensure all users follow the Provider’s acceptable use and security guidelines
Failure to meet these responsibilities may affect service delivery.
5. Fair Use and Time Boundaries
To maintain a high quality of service for all clients, the Provider enforces the following boundaries:
- Support requests must be submitted through approved channels (ticket system, phone, portal)
- Unlimited support applies to reasonable usage and standard issues only
- Excessive or repetitive issues caused by negligence or unapproved systems may incur additional charges
- After-hours support is only included if the Client’s plan specifies it
These boundaries protect the Provider’s resources while ensuring the Client receives consistent value.
6. Fees and Payment Terms
- Recurring services are billed monthly unless otherwise stated
- Invoices for contract services are due within 30 days of receipt
- Late payments may result in service suspension
- Project or out‑of‑scope work requires approval and may be billed hourly or as a fixed‑fee quote and invoiced on a weekly basis.
7. Term and Termination
- The Agreement renews automatically on a monthly/annual basis unless either party provides 90 days’ written notice
- Early termination may result in fees for prepaid licenses or third‑party services
- Either party may terminate for cause if the other fails to remedy a material breach within 90 days
8. Liability and Limitations
- The Provider is not liable for data loss, downtime, or damages arising from misuse, environmental factors, or third‑party failures
- The Client is responsible for maintaining valid backups unless the Provider’s backup service is part of the Agreement
- The Provider’s liability is limited to the total amount paid for services in the preceding 6 months
These protections ensure the Provider can continue offering sustainable services.
9. Confidentiality and Data Protection
Both parties agree to maintain the confidentiality of sensitive information and to follow industry‑standard practices for data protection. The Provider will not access Client data unless required for service delivery or at the Client’s request.
10. Continuous Improvement & Value Commitment
The Provider is committed to delivering measurable return on investment through:
- Regular technology reviews
- Proactive recommendations
- Cybersecurity improvement planning
- Documentation maintenance
- Strategic guidance aligned with business goals
This ensures the Client sees ongoing value—not just break/fix support.
11. Internet Telephony Service Provider (ITSP) Services
The Provider supplies VoIP and telephony services using industry‑standard platforms including but not limited to 3CX and SIP‑based solutions such as PortaOne Class 4 SIP switch and Metaswitch for PSTN connectivity.
11.1 Scope of Telephony Services
Services may include:
- VoIP call services and SIP trunking
- Hosted PBX services
- Call routing, IVR, and extension management
- Device provisioning (desk phones, softphones, mobile apps)
- Monitoring and system updates for hosted PBX environments
- Annual software or license renewals (e.g., 3CX) as required
11.2 Customer Responsibilities
- Maintain reliable internet connectivity suitable for voice services
- Use approved equipment and network configurations
- Ensure correct configuration of local networks to support QoS
11.3 Emergency Calling (E911) Disclaimer
VoIP services rely on internet connectivity and may not function during power or network outages. The Client acknowledges the limitations of VoIP‑based emergency calling.
12. Internet Service Provider (ISP) Services
The Provider offers internet services resold through third‑party carriers including Bell, Rogers, and TELUS across Ontario, Quebec, Alberta, and British Columbia.
12.1 Service Delivery
- Availability, speeds, and performance are contingent on the underlying carrier
- Installation, onsite work, and repairs may require carrier scheduling
- Service Level Agreements (SLAs) are subject to carrier policies and timelines
12.2 Provider Responsibilities
- Facilitate provisioning, billing, and support coordination
- Provide first‑level troubleshooting
- Liaise with carriers for escalations
12.3 Carrier Limitations and Outages
The Provider is not liable for outages, slowdowns, or service disruptions caused by the upstream carriers or infrastructure outside the Provider’s control.
13. Annual Licensing Services (e.g., 3CX, Azure, AWS)
13.1 License Procurement & Renewal
The Provider may procure and renew annual licenses for platforms such as 3CX on behalf of the Client.
- Licensing fees are pro-rated and billed monthly to simplify billing with a 5% mark up on our preferred partner rate.
- Failure to pay may result in service interruption
- Cancellation of services before the annaul license period expires will result in a prorated charge for the balance of the annual license.
13.2 Hosting on Azure
If 3CX or related services are hosted on Microsoft Azure:
- The Provider manages system updates, uptime monitoring, and platform maintenance
- Infrastructure‑level backups (VM snapshots, storage redundancy) are included unless specified otherwise
- Application‑level backups (voicemails, recordings, call flow data) are covered under a managed backup scope
14. Web Hosting (Plesk‑Based Services)
The Provider offers web hosting, basic email hosting, and server‑level management through a Plesk environment hosted and maintained by the Provider.
14.1 What the Provider Manages
- Server uptime monitoring
- Operating system and Plesk platform updates
- Security patches and firewall management
- Server‑level backups (full server snapshot or filesystem backups)
14.2 Shared Responsibility Model
The Client acknowledges the following responsibilities unless otherwise specified in a WebOps or Managed Website plan:
Client Responsibilities:
- Maintain and update site content
- Perform website‑level backups (WordPress, databases, plugins, themes)
- Ensure plugin/theme compatibility and security
- Resolve coding issues, malware infections, or vulnerabilities related to site content
Provider Responsibilities:
- Maintain server health and infrastructure
- Protect the hosting environment with standard security practices
- Restore server‑level backups in case of catastrophic host failure
Important Note:
The Provider is not responsible for loss of website data due to Client actions, outdated software, or failure to maintain proper backups unless the Client is enrolled in WebOps services.
15. WebOps / Managed WordPress Services
For Clients subscribed to WebOps or fully managed website services, the Provider will:
- Maintain WordPress core, plugin, and theme updates
- Perform scheduled application‑level backups
- Monitor for malware and vulnerabilities
- Provide performance tuning and basic optimization
- Restore application‑level backups upon request
Work outside the scope of maintenance (development, design, SEO, custom fixes) is billable as project work.
16. Data Backups and Recovery
16.1 MSP‑Managed Backups
If the Client is subscribed to Provider-managed backups:
- Backup schedules, retention policies, and restore procedures are documented and maintained
- Backup success monitoring is included
- Restores are provided upon request within reasonable time frames
16.2 Client‑Managed Backups
For any systems, websites, or services not explicitly covered under a managed backup plan:
- The Client is solely responsible for creating, testing, and maintaining backups
- The Provider is not responsible for data loss due to lack of backups
16.3 Backup Limitations
Backups do not guarantee protection from user error, corruption, or external threats unless security and backup policies are followed.
17. Third‑Party Dependencies
Many services rely on third‑party providers (e.g., Bell, Rogers, TELUS, Azure, Plesk, 3CX).
The Provider is not liable for:
- Downtime or performance issues caused by third‑party platforms
- Price changes, policy changes, or service discontinuations
- Delays in support escalations caused by third‑party response times
18. Continuous Improvement and Technology Alignment
As part of your service with us, we provide:
- Strategic technology planning
- Infrastructure lifecycle guidance
- Cybersecurity recommendations
- Periodic system health and value reviews
This ensures your technology evolves with your business goals.
