EnCompass Master Service Agreement (MSA)
- Overview
This Master Service Agreement (“Agreement”) is between EnCompass (“Provider”) and the Client identified in the accompanying Business Reviews and Quotes. Business Reviews define the scope, deliverables, responsibilities, and service expectations. Quotes serve as the binding Professional Services Automation (PSA) contracts, establishing pricing, term, recurring services, billing rules, and contract conditions within EnCompass’s PSA system.
All Business Reviews and PSA Contracts (Quotes) executed between the parties are incorporated into this Agreement.
- Term & Renewal
The Agreement begins on the Effective Date and continues until terminated as outlined below. Individual services may have their own terms defined in the applicable Business Review or PSA Contract (Quote).
EnCompass offers 1‑year, 2‑year, and 3‑year cloud and managed services contracts. Unless otherwise stated, all terms automatically renew for the same duration at then‑current rates unless either party provides 30 days’ written notice prior to renewal.
- Scope of Services
EnCompass will provide the services listed in the applicable Business Review or PSA Contract (Quote), which may include:
- Managed IT Services
- Co‑Managed IT Services
- Remote Monitoring & Management (RMM)
- Help Desk Support
- On‑Site Support
- IT Asset Management
- Cybersecurity Services
- MDR/EDR
- Email Security
- Security Awareness Training
- Microsoft 365 & Azure Services
- Backup Monitoring & Management
- Data Backup & Recovery
- Network & Infrastructure Services
- Hardware Procurement
- Project‑Based Services
Services not explicitly listed in a Business Review or PSA Contract (Quote) are considered out of scope.
- Client Responsibilities
Client agrees to:
- Provide timely access to systems, facilities, and personnel.
- Maintain licensing, warranties, and subscriptions unless otherwise stated.
- Notify EnCompass of changes to staff, systems, or business operations that may impact services.
- Follow security best practices recommended by EnCompass.
- Ensure third‑party vendors cooperate with EnCompass when needed.
4.1 PSA Governance
All managed, co‑managed, cloud, and project services delivered by EnCompass are administered through its Professional Services Automation (PSA) platform. The PSA system governs ticket intake, prioritization, communication, approvals, time entry, billing logic, and contract enforcement. Quotes converted to PSA contracts define the billing rules, recurring services, term, and contract conditions used by the PSA system.
- Service Levels
5.1 Response Times
EnCompass will respond to service requests according to the priority levels defined in the applicable Business Review.
5.2 Resolution Times
Resolution times are estimates and depend on issue complexity, vendor involvement, and system conditions.
5.3 Support Hours
Standard support hours are defined in the Business Review. After‑hours support may incur additional charges unless included in the plan.
- Fees & Payment
6.1 Billing
Fees are outlined in the applicable Business Review or PSA Contract (Quote). Upon Client acceptance, Quotes convert into PSA contracts, and all recurring services, licensing, onboarding fees, and contract terms are governed by the PSA contract created from the Quote. Managed services are billed monthly in advance. Projects and hardware are billed as quoted.
6.2 Payment Terms
Invoices are due within 30 days unless otherwise stated. Late payments may result in service suspension and late fees.
6.3 Adjustments
Monthly service fees may adjust based on:
- User or device count
- Licensing
- Added services
- Environmental changes
Base contract rates for multi‑year terms remain protected for the duration of the term unless the environment changes.
6.4 Pricing Protection for Multi‑Year Commitments
For Clients entering into 1‑, 2‑, or 3‑year cloud or managed services contracts, EnCompass guarantees that the base monthly recurring service rates listed in the applicable Business Review or PSA Contract (Quote) will remain fixed for the duration of the term.
Pricing will not increase during the contract term except in cases of:
- User/device count changes
- Added services or licensing
- Material environmental changes
- Vendor‑mandated price increases
- Security & Compliance
EnCompass provides security services as outlined in the Business Review but cannot guarantee prevention of all cyberattacks. Client remains responsible for compliance with industry regulations unless compliance services are explicitly included.
- Data Backup & Recovery
Backup services are provided only as defined in the Business Review. Client acknowledges that:
- Backups depend on system health and storage availability.
- Recovery times vary based on data volume and system conditions.
- No backup system guarantees 100% recovery of all data.
- Confidentiality
Both parties agree to protect confidential information and use it only for purposes related to this Agreement. Confidentiality obligations survive termination.
- Limitation of Liability
EnCompass is not liable for:
- Losses caused by third‑party vendors
- Downtime caused by Client actions or unmanaged systems
- Cyberattacks beyond the scope of contracted security services
- Data loss where backup services were not contracted or properly maintained
Liability is limited to the total fees paid by Client in the previous 12 months.
- Termination
Either party may terminate this Agreement with 30 days’ written notice unless otherwise stated in an applicable Business Review or PSA Contract (Quote). Multi‑year cloud and managed services contracts follow the additional conditions below.
11.1 Termination for Convenience
Month‑to‑month agreements may be terminated with 30 days’ written notice.
For 1‑, 2‑, and 3‑year contracts, early termination by the Client without cause requires payment of the remaining contract value, including all monthly recurring charges for the rest of the term.
11.2 Termination for Cause
Either party may terminate immediately if the other party materially breaches this Agreement and fails to cure within 15 days.
11.3 Termination for Non‑Payment
EnCompass may suspend or terminate services immediately for non‑payment. Multi‑year contracts terminated for non‑payment result in the remaining contract value becoming immediately due.
11.4 Effect of Termination
Upon termination:
- All outstanding invoices become immediately due.
- Multi‑year contract balances become due as outlined above.
- EnCompass will provide transition assistance at standard hourly rates.
- Access to EnCompass‑provided tools, portals, cloud resources, and systems will be revoked.
- EnCompass‑owned software, agents, monitoring tools, and security platforms will be removed from Client systems.
11.5 Renewal Terms
Unless otherwise stated, multi‑year contracts automatically renew for the same term at then‑current rates unless either party provides 30 days’ written notice prior to renewal.
- Ownership of Work
Client owns its data. EnCompass owns all tools, processes, documentation, and intellectual property used to deliver services.
- Third‑Party Vendors
EnCompass may use third‑party vendors to deliver services. EnCompass is not responsible for vendor outages, failures, or licensing restrictions.
- Changes to Agreement
EnCompass may update this Agreement with 30 days’ notice. Continued use of services constitutes acceptance of changes.
- Governing Law
This Agreement is governed by the laws of the state in which the Client’s primary business location resides, unless otherwise stated.
- Entire Agreement
This Agreement, along with all Business Reviews and PSA Contracts (Quotes), constitutes the entire agreement between the parties and supersedes all prior discussions.
EnCompass Master Service Agreement (MSA)
- Overview
This Master Service Agreement (“Agreement”) is between EnCompass (“Provider”) and the Client identified in the accompanying Business Reviews and Quotes. Business Reviews define the scope, deliverables, responsibilities, and service expectations. Quotes serve as the binding Professional Services Automation (PSA) contracts, establishing pricing, term, recurring services, billing rules, and contract conditions within EnCompass’s PSA system.
All Business Reviews and PSA Contracts (Quotes) executed between the parties are incorporated into this Agreement.
- Term & Renewal
The Agreement begins on the Effective Date and continues until terminated as outlined below. Individual services may have their own terms defined in the applicable Business Review or PSA Contract (Quote).
EnCompass offers 1‑year, 2‑year, and 3‑year cloud and managed services contracts. Unless otherwise stated, all terms automatically renew for the same duration at then‑current rates unless either party provides 30 days’ written notice prior to renewal.
- Scope of Services
EnCompass will provide the services listed in the applicable Business Review or PSA Contract (Quote), which may include:
- Managed IT Services
- Co‑Managed IT Services
- Remote Monitoring & Management (RMM)
- Help Desk Support
- On‑Site Support
- IT Asset Management
- Cybersecurity Services
- MDR/EDR
- Email Security
- Security Awareness Training
- Microsoft 365 & Azure Services
- Backup Monitoring & Management
- Data Backup & Recovery
- Network & Infrastructure Services
- Hardware Procurement
- Project‑Based Services
Services not explicitly listed in a Business Review or PSA Contract (Quote) are considered out of scope.
- Client Responsibilities
Client agrees to:
- Provide timely access to systems, facilities, and personnel.
- Maintain licensing, warranties, and subscriptions unless otherwise stated.
- Notify EnCompass of changes to staff, systems, or business operations that may impact services.
- Follow security best practices recommended by EnCompass.
- Ensure third‑party vendors cooperate with EnCompass when needed.
4.1 PSA Governance
All managed, co‑managed, cloud, and project services delivered by EnCompass are administered through its Professional Services Automation (PSA) platform. The PSA system governs ticket intake, prioritization, communication, approvals, time entry, billing logic, and contract enforcement. Quotes converted to PSA contracts define the billing rules, recurring services, term, and contract conditions used by the PSA system.
- Service Levels
5.1 Response Times
EnCompass will respond to service requests according to the priority levels defined in the applicable Business Review.
5.2 Resolution Times
Resolution times are estimates and depend on issue complexity, vendor involvement, and system conditions.
5.3 Support Hours
Standard support hours are defined in the Business Review. After‑hours support may incur additional charges unless included in the plan.
- Fees & Payment
6.1 Billing
Fees are outlined in the applicable Business Review or PSA Contract (Quote). Upon Client acceptance, Quotes convert into PSA contracts, and all recurring services, licensing, onboarding fees, and contract terms are governed by the PSA contract created from the Quote. Managed services are billed monthly in advance. Projects and hardware are billed as quoted.
6.2 Payment Terms
Invoices are due within 30 days unless otherwise stated. Late payments may result in service suspension and late fees.
6.3 Adjustments
Monthly service fees may adjust based on:
- User or device count
- Licensing
- Added services
- Environmental changes
Base contract rates for multi‑year terms remain protected for the duration of the term unless the environment changes.
6.4 Pricing Protection for Multi‑Year Commitments
For Clients entering into 1‑, 2‑, or 3‑year cloud or managed services contracts, EnCompass guarantees that the base monthly recurring service rates listed in the applicable Business Review or PSA Contract (Quote) will remain fixed for the duration of the term.
Pricing will not increase during the contract term except in cases of:
- User/device count changes
- Added services or licensing
- Material environmental changes
- Vendor‑mandated price increases
- Security & Compliance
EnCompass provides security services as outlined in the Business Review but cannot guarantee prevention of all cyberattacks. Client remains responsible for compliance with industry regulations unless compliance services are explicitly included.
- Data Backup & Recovery
Backup services are provided only as defined in the Business Review. Client acknowledges that:
- Backups depend on system health and storage availability.
- Recovery times vary based on data volume and system conditions.
- No backup system guarantees 100% recovery of all data.
- Confidentiality
Both parties agree to protect confidential information and use it only for purposes related to this Agreement. Confidentiality obligations survive termination.
- Limitation of Liability
EnCompass is not liable for:
- Losses caused by third‑party vendors
- Downtime caused by Client actions or unmanaged systems
- Cyberattacks beyond the scope of contracted security services
- Data loss where backup services were not contracted or properly maintained
Liability is limited to the total fees paid by Client in the previous 12 months.
- Termination
Either party may terminate this Agreement with 30 days’ written notice unless otherwise stated in an applicable Business Review or PSA Contract (Quote). Multi‑year cloud and managed services contracts follow the additional conditions below.
11.1 Termination for Convenience
Month‑to‑month agreements may be terminated with 30 days’ written notice.
For 1‑, 2‑, and 3‑year contracts, early termination by the Client without cause requires payment of the remaining contract value, including all monthly recurring charges for the rest of the term.
11.2 Termination for Cause
Either party may terminate immediately if the other party materially breaches this Agreement and fails to cure within 15 days.
11.3 Termination for Non‑Payment
EnCompass may suspend or terminate services immediately for non‑payment. Multi‑year contracts terminated for non‑payment result in the remaining contract value becoming immediately due.
11.4 Effect of Termination
Upon termination:
- All outstanding invoices become immediately due.
- Multi‑year contract balances become due as outlined above.
- EnCompass will provide transition assistance at standard hourly rates.
- Access to EnCompass‑provided tools, portals, cloud resources, and systems will be revoked.
- EnCompass‑owned software, agents, monitoring tools, and security platforms will be removed from Client systems.
11.5 Renewal Terms
Unless otherwise stated, multi‑year contracts automatically renew for the same term at then‑current rates unless either party provides 30 days’ written notice prior to renewal.
- Ownership of Work
Client owns its data. EnCompass owns all tools, processes, documentation, and intellectual property used to deliver services.
- Third‑Party Vendors
EnCompass may use third‑party vendors to deliver services. EnCompass is not responsible for vendor outages, failures, or licensing restrictions.
- Changes to Agreement
EnCompass may update this Agreement with 30 days’ notice. Continued use of services constitutes acceptance of changes.
- Governing Law
This Agreement is governed by the laws of the state in which the Client’s primary business location resides, unless otherwise stated.
- Entire Agreement
This Agreement, along with all Business Reviews and PSA Contracts (Quotes), constitutes the entire agreement between the parties and supersedes all prior discussions.
EnCompass Master Service Agreement (MSA)
- Overview
This Master Service Agreement (“Agreement”) is between EnCompass (“Provider”) and the Client identified in the accompanying Business Reviews and Quotes. Business Reviews define the scope, deliverables, responsibilities, and service expectations. Quotes serve as the binding Professional Services Automation (PSA) contracts, establishing pricing, term, recurring services, billing rules, and contract conditions within EnCompass’s PSA system.
All Business Reviews and PSA Contracts (Quotes) executed between the parties are incorporated into this Agreement.
- Term & Renewal
The Agreement begins on the Effective Date and continues until terminated as outlined below. Individual services may have their own terms defined in the applicable Business Review or PSA Contract (Quote).
EnCompass offers 1‑year, 2‑year, and 3‑year cloud and managed services contracts. Unless otherwise stated, all terms automatically renew for the same duration at then‑current rates unless either party provides 30 days’ written notice prior to renewal.
- Scope of Services
EnCompass will provide the services listed in the applicable Business Review or PSA Contract (Quote), which may include:
- Managed IT Services
- Co‑Managed IT Services
- Remote Monitoring & Management (RMM)
- Help Desk Support
- On‑Site Support
- IT Asset Management
- Cybersecurity Services
- MDR/EDR
- Email Security
- Security Awareness Training
- Microsoft 365 & Azure Services
- Backup Monitoring & Management
- Data Backup & Recovery
- Network & Infrastructure Services
- Hardware Procurement
- Project‑Based Services
Services not explicitly listed in a Business Review or PSA Contract (Quote) are considered out of scope.
- Client Responsibilities
Client agrees to:
- Provide timely access to systems, facilities, and personnel.
- Maintain licensing, warranties, and subscriptions unless otherwise stated.
- Notify EnCompass of changes to staff, systems, or business operations that may impact services.
- Follow security best practices recommended by EnCompass.
- Ensure third‑party vendors cooperate with EnCompass when needed.
4.1 PSA Governance
All managed, co‑managed, cloud, and project services delivered by EnCompass are administered through its Professional Services Automation (PSA) platform. The PSA system governs ticket intake, prioritization, communication, approvals, time entry, billing logic, and contract enforcement. Quotes converted to PSA contracts define the billing rules, recurring services, term, and contract conditions used by the PSA system.
- Service Levels
5.1 Response Times
EnCompass will respond to service requests according to the priority levels defined in the applicable Business Review.
5.2 Resolution Times
Resolution times are estimates and depend on issue complexity, vendor involvement, and system conditions.
5.3 Support Hours
Standard support hours are defined in the Business Review. After‑hours support may incur additional charges unless included in the plan.
- Fees & Payment
6.1 Billing
Fees are outlined in the applicable Business Review or PSA Contract (Quote). Upon Client acceptance, Quotes convert into PSA contracts, and all recurring services, licensing, onboarding fees, and contract terms are governed by the PSA contract created from the Quote. Managed services are billed monthly in advance. Projects and hardware are billed as quoted.
6.2 Payment Terms
Invoices are due within 30 days unless otherwise stated. Late payments may result in service suspension and late fees.
6.3 Adjustments
Monthly service fees may adjust based on:
- User or device count
- Licensing
- Added services
- Environmental changes
Base contract rates for multi‑year terms remain protected for the duration of the term unless the environment changes.
6.4 Pricing Protection for Multi‑Year Commitments
For Clients entering into 1‑, 2‑, or 3‑year cloud or managed services contracts, EnCompass guarantees that the base monthly recurring service rates listed in the applicable Business Review or PSA Contract (Quote) will remain fixed for the duration of the term.
Pricing will not increase during the contract term except in cases of:
- User/device count changes
- Added services or licensing
- Material environmental changes
- Vendor‑mandated price increases
- Security & Compliance
EnCompass provides security services as outlined in the Business Review but cannot guarantee prevention of all cyberattacks. Client remains responsible for compliance with industry regulations unless compliance services are explicitly included.
- Data Backup & Recovery
Backup services are provided only as defined in the Business Review. Client acknowledges that:
- Backups depend on system health and storage availability.
- Recovery times vary based on data volume and system conditions.
- No backup system guarantees 100% recovery of all data.
- Confidentiality
Both parties agree to protect confidential information and use it only for purposes related to this Agreement. Confidentiality obligations survive termination.
- Limitation of Liability
EnCompass is not liable for:
- Losses caused by third‑party vendors
- Downtime caused by Client actions or unmanaged systems
- Cyberattacks beyond the scope of contracted security services
- Data loss where backup services were not contracted or properly maintained
Liability is limited to the total fees paid by Client in the previous 12 months.
- Termination
Either party may terminate this Agreement with 30 days’ written notice unless otherwise stated in an applicable Business Review or PSA Contract (Quote). Multi‑year cloud and managed services contracts follow the additional conditions below.
11.1 Termination for Convenience
Month‑to‑month agreements may be terminated with 30 days’ written notice.
For 1‑, 2‑, and 3‑year contracts, early termination by the Client without cause requires payment of the remaining contract value, including all monthly recurring charges for the rest of the term.
11.2 Termination for Cause
Either party may terminate immediately if the other party materially breaches this Agreement and fails to cure within 15 days.
11.3 Termination for Non‑Payment
EnCompass may suspend or terminate services immediately for non‑payment. Multi‑year contracts terminated for non‑payment result in the remaining contract value becoming immediately due.
11.4 Effect of Termination
Upon termination:
- All outstanding invoices become immediately due.
- Multi‑year contract balances become due as outlined above.
- EnCompass will provide transition assistance at standard hourly rates.
- Access to EnCompass‑provided tools, portals, cloud resources, and systems will be revoked.
- EnCompass‑owned software, agents, monitoring tools, and security platforms will be removed from Client systems.
11.5 Renewal Terms
Unless otherwise stated, multi‑year contracts automatically renew for the same term at then‑current rates unless either party provides 30 days’ written notice prior to renewal.
- Ownership of Work
Client owns its data. EnCompass owns all tools, processes, documentation, and intellectual property used to deliver services.
- Third‑Party Vendors
EnCompass may use third‑party vendors to deliver services. EnCompass is not responsible for vendor outages, failures, or licensing restrictions.
- Changes to Agreement
EnCompass may update this Agreement with 30 days’ notice. Continued use of services constitutes acceptance of changes.
- Governing Law
This Agreement is governed by the laws of the state in which the Client’s primary business location resides, unless otherwise stated.
- Entire Agreement
This Agreement, along with all Business Reviews and PSA Contracts (Quotes), constitutes the entire agreement between the parties and supersedes all prior discussions.
