master-services-agreement

Master Services Agreement (MSA)

Vest Technical Solutions Inc.

Version: 1.0 (Final)
Effective Date: 6/24/2026

1. Agreement Structure and Scope

This Master Services Agreement (“MSA”) governs all paid services provided by Vest Technical Solutions Inc. (“VTS”) to the client identified in an applicable Quote, Service Schedule, or Statement of Work (“Client”).

This MSA:

Establishes the legal terms applicable to all services

Is incorporated by reference into each accepted Quote

Is supplemented by one or more Service Schedules or Statements of Work

In the event of a conflict:

A Service Schedule or Statement of Work controls only for the services it describes

This MSA controls all other matters

2. Payment Terms

Unless otherwise stated in writing:

Services are billed in advance

Payment is due upon receipt

Client must maintain valid payment information, including ACH, credit card, or debit card authorization

If Client fails to pay undisputed amounts when due and such failure continues for fifteen (15) days after written notice, VTS may suspend or terminate services at its sole discretion.

Suspension or termination does not relieve Client of payment obligations for services already rendered.

3. Termination and Offboarding

3.1 Termination for Cause

3.1.1 Material Breach Defined

A “Material Breach” means a substantial failure by a party to perform its obligations under this Agreement, including but not limited to:

(a) Failure by VTS to deliver services in accordance with the agreed Scope of Services or applicable Service Level Agreement;

(b) Repeated failure by VTS to meet documented response or resolution time objectives;

(d) Failure by Client to provide necessary access, cooperation, or information required for VTS to perform its obligations;

(e) Failure by Client to follow documented recommendations that materially impact VTS’s ability to deliver services.

For clarity, items (a)–(c) describe potential breaches by VTS, and items (d)–(e) describe potential breaches by Client.

3.1.2 Opportunity to Cure

Either party may terminate this Agreement for cause if the other party commits a Material Breach and fails to cure such breach within thirty (30) days after receiving written notice describing the breach in reasonable detail.

3.1.3 Immediate Termination Events

Either party may terminate this Agreement immediately upon written notice if the other party:

Fails to pay undisputed amounts when due and such failure continues for fifteen (15) days after written notice
Commits a material violation of applicable laws or regulations
Engages in conduct that materially compromises the security, integrity, or availability of systems or data

Becomes insolvent, files for bankruptcy, or ceases business operations

3.1.4 Effect of Termination for Cause

Upon termination for cause:

Client shall pay for all Services rendered through the effective date of termination

Any unpaid amounts due to VTS shall become immediately due and payable

Offboarding and transition obligations are governed by Section 3.4

3.1.5 Non‑Waiver

Failure to enforce any provision of this section does not constitute a waiver of future enforcement rights.

3.2 Termination for Convenience (Client‑Initiated)

3.2.1 Right to Terminate

Client may terminate this Agreement for convenience upon written notice to VTS, subject to the requirements below.

3.2.2 Mandatory Cure Period

Upon receipt of a termination‑for‑convenience notice, VTS shall have thirty (30) days to review the Client’s stated concerns and, where reasonably possible, cure or remediate the issues identified.

If the parties mutually agree that the concerns have been adequately addressed during this period, the termination notice shall be deemed withdrawn.

3.2.3 Effective Date of Termination

If the issues are not resolved to the Client’s reasonable satisfaction, termination shall become effective thirty (30) days after the expiration of the cure period, for a total notice period of sixty (60) days from the original notice, unless otherwise agreed in writing.

3.2.4 Billing During Notice Period

Client remains responsible for all fees and charges incurred through the effective date of termination. No refunds or credits are issued for prepaid or unused services.

3.2.5 Exclusions

Termination for convenience does not apply to fixed‑scope projects governed by a Statement of Work, which are subject to the termination terms of the applicable SOW.

3.3 Effect of Termination on Prepaid Hours (Hour Buckets)

3.3.1 Prepaid Hour Services

Certain services may be provided on a prepaid hourly basis, including month‑to‑month or term‑based hour buckets, as defined in the applicable Quote.

3.3.2 Use During Notice Period

During any notice or cure period preceding termination, Client may continue to use prepaid hours in accordance with the applicable service scope.

3.3.3 Expiration of Unused Hours

All unused prepaid hours expire upon the effective date of termination, whether termination occurs for cause or for convenience.

3.3.4 No Refunds or Conversion

Prepaid hours are non‑refundable and may not be converted to cash, applied to future services, or transferred to another agreement unless expressly agreed in writing.

3.4 Offboarding and Transition Assistance

3.4.1 Included Offboarding Services

Upon termination or expiration of this Agreement for Managed Services or Marketing and Non‑MSP Services, Vest Technical Solutions Inc. (“VTS”) shall provide reasonable offboarding and transition assistance at no additional charge, subject to the limitations set forth in this Section.

3.4.2 Excluded Services

Offboarding and transition assistance is not included for:

(a) Fixed‑scope projects governed by a Statement of Work; or
(b) Prepaid, monthly, or recurring buckets of hours.

For such engagements, VTS’s obligations are limited to documentation and knowledge transfer as described in Section 3.4.8.

3.4.3 Transition Period

Included offboarding and transition assistance shall be provided for a period of up to thirty (30) calendar days following the effective date of termination (the “Transition Period”).

3.4.4 Transition Hour Limit

During the Transition Period, VTS shall provide up to sixteen (16) total hours of transition assistance.

Any additional transition assistance beyond this limit:

Is subject to VTS availability;

May be provided at VTS’s then‑current hourly rates; and

Must be agreed to in writing in advance.

Unused transition hours do not carry over and do not extend the Transition Period.

3.4.5 Scope of Transition Assistance

Transition assistance may include, as reasonably requested:

Knowledge‑transfer meetings;

Documentation walkthroughs;

Credential and access handoff;

Coordination with Client‑designated personnel or successor service providers.

All transition assistance shall be provided during VTS’s standard business hours unless otherwise agreed in writing.

3.4.6 Cooperation Requirement

VTS’s transition obligations are expressly conditioned upon timely cooperation from the Client and any successor service provider, including reasonable availability for meetings, responses to information requests, and coordination activities.

3.4.7 Non‑Responsiveness

VTS shall not be responsible for delays, incomplete transition, or perceived deficiencies in transition assistance resulting from:

Client or successor provider unavailability;

Failure or refusal to engage in transition activities; or

Delays caused by third‑party systems, vendors, or providers outside VTS’s control.

VTS’s transition obligations shall be deemed satisfied by making reasonable transition resources available during the Transition Period.

3.4.8 Documentation for Projects and Hourly Services

For projects and hourly engagements, VTS shall provide Client with documentation reasonably created as part of completed work and cooperate with Client personnel to explain what work was performed and where such documentation is located.

This cooperation does not include ongoing support, continued services, remediation, or execution of additional work unless separately agreed in writing.

3.4.9 Condition Precedent

All offboarding and transition obligations are conditioned upon Client’s payment of all undisputed amounts due under this Agreement.

4. Third‑Party Products and Services

VTS uses third‑party software, platforms, and vendors in service delivery. VTS makes no warranties regarding third‑party products or services, which are governed solely by the providers’ terms and policies.

5. Disclaimer of Warranties

Services are provided on an “as‑is” and “as‑available” basis. VTS makes no guarantees of uninterrupted operation, error‑free performance, or complete security, but will use commercially reasonable efforts consistent with industry standards.

6. Limitation of Liability

To the maximum extent permitted by law:

VTS’s total liability shall not exceed the total amount paid by Client to VTS in the twelve (12) months preceding the claim

VTS shall not be liable for indirect, incidental, consequential, or punitive damages

7. Confidentiality

Each party agrees to maintain the confidentiality of non‑public or proprietary information and to use such information solely for purposes of performing under this Agreement.

This obligation survives termination.

8. Legal Fees

Client agrees to pay all reasonable costs and expenses, including attorneys’ fees, incurred by VTS in enforcing this Agreement or collecting unpaid amounts.

9. Governing Law and Venue

This Agreement is governed by the laws of the Commonwealth of Massachusetts, without regard to conflict‑of‑law principles.

All disputes shall be resolved exclusively in state or federal courts located in Massachusetts.
Client waives the right to trial by jury.

10. Entire Agreement

This MSA, together with:

Applicable Service Schedules

Statements of Work

Accepted Quotes

constitutes the entire agreement between the parties and supersedes all prior communications or agreements.

11. Relationship to Other Documents

Website Terms & Conditions govern website usage only

Privacy practices are governed by the VTS Privacy Policy

This MSA governs all paid services unless explicitly overridden by a Service Schedule

12. Force Majeure

Neither party shall be liable for failure or delay in performance (other than payment obligations) due to events beyond reasonable control, including natural disasters, war, terrorism, labor disputes, government action, power failures, internet or telecommunications outages, or third‑party provider failures.

The affected party shall use commercially reasonable efforts to resume performance.

13. Indemnification

13.1 By Client

Client shall indemnify, defend, and hold harmless VTS from third‑party claims arising from Client misuse, Client violations of law, Client‑provided data, or failure to follow documented recommendations.

13.2 By VTS

VTS shall indemnify Client against third‑party claims alleging that Services provided directly by VTS infringe a valid U.S. intellectual property right, excluding claims arising from third‑party products, Client modifications, or misuse.

14. Insurance

VTS shall maintain commercially reasonable insurance coverage consistent with industry standards for managed service providers. Evidence of coverage may be provided upon reasonable request.

15. Intellectual Property and Work Product

Each party retains ownership of its pre‑existing intellectual property.

Unless otherwise stated in an SOW, Client receives a non‑exclusive, perpetual license to use deliverables created for Client’s internal business purposes. VTS retains ownership of all underlying methodologies, tools, templates, and know‑how.

16. Assignment

Client may not assign this Agreement without VTS’s prior written consent. VTS may assign this Agreement in connection with a merger, acquisition, or sale of assets.

17. Notices

Notices must be in writing and may be delivered by personal delivery, recognized courier, or email to the primary business contact on record.

18. Severability, Amendment, and Waiver

If any provision is held unenforceable, the remainder remains in effect.
This Agreement may be amended only in writing signed by both parties.
Failure to enforce any provision is not a waiver of future enforcement.

19. Data Handling and Retention

19.1 Data Access and Use

In the course of providing Services, Vest Technical Solutions Inc. (“VTS”) may access, process, transmit, or store Client data solely to the extent reasonably necessary to perform the Services, respond to service requests, investigate incidents, or comply with legal and contractual obligations.

VTS does not access Client data for purposes unrelated to the provision of Services.

19.2 Privacy Policy

VTS’s collection, use, protection, and disclosure of personal information is governed by the Vest Technical Solutions Privacy Policy, which is incorporated by reference into this Agreement and maintained as the authoritative privacy document.

19.3 Third‑Party Systems and Providers

Client acknowledges that Services may involve the use of third‑party software, platforms, or service providers. Client data processed by such third parties is subject to the applicable third‑party terms, privacy practices, and data retention policies.

VTS does not control and is not responsible for the data retention or deletion practices of third‑party providers.

19.4 Data Disclosure

VTS does not sell or disclose Client data except:

As required to perform the Services

To authorized third‑party providers supporting service delivery

As required by law, regulation, or valid legal process

To protect the rights, property, or security of VTS or its clients

19.5 Data Transition Upon Termination

Upon termination or expiration of Services, VTS shall provide data transition assistance in accordance with Section 3.4 (Offboarding and Transition Assistance).

Client is responsible for requesting, exporting, and securing any data required following termination.

19.6 Data Retention and Deletion

Following termination of Services and completion of the Transition Period, VTS will, within a commercially reasonable timeframe, delete or anonymize Client data under its direct control, except where retention is required for:

Legal, regulatory, or contractual obligations

Security, audit, or dispute resolution purposes

Backup systems maintained in the ordinary course of business

Residual data contained in backups, logs, or third‑party systems may persist in accordance with standard retention cycles and applicable third‑party policies.

19.7 Security Incident Response

In the event of a confirmed data security incident involving personal information, VTS will respond in accordance with its Privacy Policy and applicable breach notification laws, including providing notice where legally required.

20. Residential Service Limitations (HomePort Services)

Where Services are provided in a residential or home environment (“Residential Services”), Client acknowledges and agrees that:

20.1 No Life‑Safety or Emergency Use

Residential Services are not intended for, and shall not be relied upon for, life‑safety, emergency response, medical, security, alarm, surveillance, access control, or other critical or safety‑related purposes.

Client is solely responsible for ensuring that any life‑safety, medical, security, or emergency systems are independently designed, monitored, and maintained.

20.2 Consumer‑Grade Environment

Residential Services may involve consumer‑grade hardware, home networking equipment, wireless connectivity, power sources, and internet service providers that are not owned or controlled by Vest Technical Solutions Inc. (“VTS”).

Client remains responsible for the operation, condition, and suitability of all such equipment and services.

20.3 Environmental and External Limitations

Service performance in residential environments may be affected by factors outside of VTS’s control, including but not limited to:

Internet service provider outages or degradation

Power interruptions or electrical issues

Home wiring or physical infrastructure

Wireless interference or signal limitations

Consumer device limitations or manufacturer defects

VTS does not guarantee uninterrupted availability, performance, or reliability of Residential Services.

20.4 No Enhanced Obligations

Residential Services are provided on a best‑effort basis and do not create heightened duties, warranties, or obligations beyond those expressly stated in this Agreement.

These Residential Service Limitations apply in addition to, and do not replace, other disclaimers, exclusions, and limitations contained in this Agreement.