Last Updated: 12/21/2024
These Terms of Service (“Terms”) apply to all services, products, and work orders provided by Netwise Group Inc doing business as Netwise PRO MSP (“MSP,” “we,” “us,” or “our”). By signing a Statement of Work (“SOW”) or other work order titled “Requested Services” (collectively referred to as “REQUESTED SERVICES”), or by using any MSP services, you (the “Client” or “Customer”) accept and agree to be bound by these Terms. No product or services will be provided under these Terms alone without a corresponding REQUESTED SERVICES (e.g., Master Service Agreement, SOW, or Order Form) that incorporates these Terms by reference.
If you do not agree with these Terms, do not engage our services or sign a SOW/REQUESTED SERVICES/ORDER FORM.
1. MASTER SERVICE AGREEMENT & REQUESTED SERVICES
1.1 Relationship to SOW
These Terms form a master set of conditions under which MSP performs services (the “Services”) or provides products (the “Products”). Each set of Services or Products will be detailed in a separate REQUESTED SERVICES (which may include a Master Service Agreement, a Statement of Work, or any other written or electronic document) that references these Terms. In the event of a conflict between these Terms and the specific REQUESTED SERVICES, the REQUESTED SERVICES shall control.
1.2 Revisions to Terms
MSP reserves the right to modify these Terms at any time. If we make material changes, we will notify you via email at least 30 days before the changes become effective. Your continued use of our Services after the effective date of such changes constitutes your acceptance of the modified Terms. If you do not accept the revised Terms, you must notify MSP in writing before they take effect, and MSP may, at its discretion, terminate or modify the Services provided to you.
2. SCOPE OF SERVICES
2.1 Managed IT Services
We provide a range of managed IT services which may include:
- IT consulting, network management (wired/wireless)
- Helpdesk support (remote or on-site)
- Cybersecurity (firewalls, antivirus, intrusion detection/prevention, VPN)
- Data backup and disaster recovery
- Cloud hosting, Microsoft 365 solutions
- Custom solutions & professional services as specified in each REQUESTED SERVICES
2.2 AI-Powered CRM, Digital Marketing & Web Services
- Development, hosting, e-commerce, SEO, landing pages, funnels
- AI chatbots, AI voice receptionists, scheduling, membership & lead-generation
- Integration with third-party platforms (Odoo, Salesforce, etc.)
2.3 Third-Party Services & Products
- We may integrate or resell third-party software, cloud hosting, or hardware (“Third-Party Services,” “Third-Party Product Vendors”).
- You acknowledge that these third-party providers have their own Terms/EULAs, which you must also accept. MSP is not responsible for the functionality, performance, or warranties of these third-party offerings except as explicitly stated in the REQUESTED SERVICES.
2.4 No Automatic Regulatory Compliance
Unless expressly stated in a REQUESTED SERVICES, our Services are not intended to achieve full compliance with any specific regulations (HIPAA, SOX, GDPR, etc.). We may assist or facilitate, but ultimate compliance is your responsibility.
3. ACCEPTABLE USE & CLIENT RESPONSIBILITIES
3.1 Proper Use; No Unauthorized Modifications
- You agree to use our Services in a lawful manner.
- Do not modify or relocate hardware, install unapproved software, or otherwise interfere with MSP’s configuration without written authorization.
- MSP is not liable for any issues arising from unauthorized changes, and such remediation may be billed at our standard hourly rate.
3.2 Authorized Contacts
- You must designate one or more Authorized Contacts who have the authority to make service requests or give approvals.
- MSP will rely on instructions from Authorized Contacts as binding.
- Notify us in writing if you change or remove Authorized Contacts.
3.3 System Requirements & Environmental Conditions
- You shall provide adequate workspace, power, network connectivity, remote access, and environment for MSP to perform Services.
- We reserve the right to suspend or terminate Services if the site or system conditions pose a risk or hazard to our personnel or subcontractors.
3.4 Third-Party EULAs & Fees
- Where vendor support or licensing is necessary, you agree to comply with relevant EULAs.
- If fees exceed $[1000] or the amount stated in the REQUESTED SERVICES, we will seek approval unless exigent circumstances apply.
4. ONBOARDING & OFFBOARDING
4.1 Onboarding
- Until MSP has completed a thorough review of your existing systems and made any recommended adjustments (and you have implemented them), we assume no responsibility for any deficiencies present in your pre-existing environment.
4.2 Offboarding
- In the event of termination or expiration of Services, we will cooperate to transition your account to you or your new provider (the “Onboarding Provider”), provided all fees (including any offboarding fees) are paid in full.
- Once MSP has transferred administrative credentials or relinquished control, we bear no responsibility for any subsequent changes, breaches, or data loss. You agree to indemnify MSP for any claims arising after you or the Onboarding Provider assumes control.
5. FEES, PAYMENT & BILLING
5.1 Fees & Invoicing
- Stated in REQUESTED SERVICES and Order Forms. All fees, subscription plans, or project costs will be stated in the corresponding REQUESTED SERVICES and/or Order Forms.
- Automatic Renewal (Monthly). Monthly plans renew automatically each month until canceled. By providing a payment method for a monthly plan, you authorize MSP to charge that payment method on the monthly anniversary date.
- Automatic Renewal (Yearly). Annual plans renew automatically each year on the anniversary date at the then-current rate unless canceled at least 30 days prior to renewal.
- Advance Payment. Except as otherwise specified, fees are due in advance (monthly or annually). Non-payment may result in suspension or termination of Services.
- Cancellation Procedure (optional addition): You may cancel at any time by giving [X] days’ written notice before the next billing cycle. Unless otherwise stated, no pro-rated refunds will be issued for any remaining portion of a billing cycle.
5.2 Late Payments
- If your payment is overdue beyond 30 days, MSP may apply late fees, suspend the Services, and/or terminate the agreement. In addition, interest may be charged at the lesser of [X% per month] or the maximum rate permitted by law (optional addition).
5.3 Refunds
- Unless specified in the REQUESTED SERVICES or required by law, all fees are non-refundable. This includes fees for monthly or annual subscriptions, setup/onboarding, and third-party services.
5.4 Expense Pass-Through
- MSP may pass through any vendor costs or third-party fees to you if these arise from your support or licensing needs, subject to prior notice for amounts over $[1000], unless urgent circumstances require otherwise. You agree to promptly reimburse MSP for such costs upon invoicing.
6. THIRD-PARTY SERVICE PROVIDERS & PRODUCT VENDORS
6.1 No Warranty on 3rd-Party Products
- Hardware, software, or cloud services from third parties are provided “as is.” We are not liable for defects in or downtime caused by these products/services.
- We will attempt to facilitate or transfer any warranties but disclaim any liability beyond that stated by the manufacturer or vendor.
6.2 Third-Party Contracts
- Certain third-party vendors may require separate agreements. You hereby authorize MSP to accept such agreements on your behalf if necessary for providing the Services, and you agree to be bound by their terms.
6.3 Third-Party Support
- If MSP deems vendor/OEM support necessary, you are responsible for any associated fees unless otherwise stated in the REQUESTED SERVICES.
7. SUBCONTRACTORS & NON-SOLICITATION
7.1 Use of Subcontractors
- MSP reserves the right to use subcontractors for any portion of the Services.
- We remain responsible for the performance of subcontractors as required by the relevant REQUESTED SERVICES.
7.2 Non-Solicitation
- You acknowledge our significant investment in recruitment, training, and retention. You agree that for one (1) year from the last date of any REQUESTED SERVICES, you will not hire or directly contract any MSP employee, agent, or subcontractor who has worked on your account.
- Liquidated Damages: If this clause is breached, you agree to pay $150,000 as reasonable compensation for losses incurred by MSP, without limiting our other legal remedies (such as injunctive relief).
8. CONFIDENTIALITY & DATA HANDLING
8.1 Definition of Confidential Information
- “Confidential Information” includes any nonpublic information, in written, oral, or electronic form, that is either identified as confidential or would reasonably be understood to be confidential given the nature of the information.
8.2 Mutual Obligations
- Each party agrees to maintain confidentiality, using at least the same degree of care used to protect its own confidential data (but not less than a commercially reasonable standard).
- Neither party will disclose the other’s Confidential Information to any third party except as needed to perform the Services (under similar confidentiality obligations).
8.3 HIPAA or Other Regulated Data
- If you require MSP to handle Protected Health Information (PHI), a separate Business Associate Agreement (BAA) must be executed. These Terms alone do not constitute a BAA.
- You are solely responsible for determining whether you need a BAA and for informing MSP of any relevant regulatory requirements.
8.4 Return/Destruction
- Upon termination or upon written request, each party shall return or destroy the other party’s Confidential Information, except for archival copies that cannot be reasonably deleted—those remain subject to confidentiality obligations.
9. INTELLECTUAL PROPERTY & SOFTWARE LICENSING
9.1 Ownership
- MSP retains ownership of all intellectual property (IP), software, methodologies, or know-how developed before or during the engagement unless otherwise stated.
- You retain all rights to your own data and any IP you provide to MSP.
9.2 License to Use MSP Materials
- Subject to these Terms, MSP grants you a limited, non-exclusive, non-transferable license to use MSP-provided software, documentation, or deliverables for your internal business purposes only, and solely while these Terms or the relevant REQUESTED SERVICES remain in effect.
9.3 Client Software Licensing
- You agree that all software on your systems must be properly licensed. If you provide software to MSP for installation or replication, you represent that you have the valid rights to do so.
- If MSP deems it necessary to implement hardware or software minimum requirements (“Minimum Requirements”), you agree to procure and maintain such requirements for continued Services.
10. ADDITIONAL TERMS FOR EXPECTO CRM
10.1 Separate SaaS Platform
From time to time, we may provide you with access to our AI-powered CRM platform hosted at https://expecto.com (doing business as “Expecto”). Please note that this platform is operated as a separate SaaS solution and may be governed by additional or different terms of service.
10.2 Acceptance of Expecto Terms
By accessing or using the Expecto CRM platform in any manner, you acknowledge that you have read and agree to be bound by Expecto’s separate Terms of Service, available at https://expecto.com/terms (the “Expecto CRM Terms”). If you do not agree to the Expecto CRM Terms, do not use the platform.
10.3 Data and Privacy
Your data uploaded to or processed by Expecto CRM (including AI automation, chatbots, and voice receptionists) is subject to the privacy and data processing practices outlined in the Expecto Privacy Policy, which is (or will be) available at https://expecto.com/privacy.
11. PRIVACY POLICY
11.1 Data Collection and Use
We value your privacy. Our collection, use, storage, and disclosure of personal data is governed by our Privacy Policy, available at https://netwise.pro/privacy. By using our Services, you consent to the data practices described in our Privacy Policy.
11.2 Compliance with Applicable Laws
We endeavor to maintain compliance with relevant data protection laws, including the California Consumer Privacy Act (CCPA) and other applicable regulations. If you have questions about how we handle your data, please contact us at [support@netwise.pro].
11.3 HIPAA / BAA
If you require us to handle Protected Health Information (PHI), a separate Business Associate Agreement (BAA) must be executed. Contact us to discuss whether a BAA is required for the Services you purchase.
12. DMCA POLICY
We respect the intellectual property rights of others and require that users of our services do the same. In accordance with the Digital Millennium Copyright Act (DMCA), we have adopted a policy of responding to notices of alleged infringement and terminating repeat infringers where applicable.
Filing a DMCA Notice
If you believe that any content accessible on or through our service infringes your copyright, please submit a written notification to our DMCA Agent with the following details (17 U.S.C. § 512(c)(3)):
- A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
- Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by the same Notice, a representative list of such works.
- Identification of the material that is claimed to be infringing or to be the subject of infringing activity, with information reasonably sufficient to permit us to locate the material (such as a URL).
- Information reasonably sufficient to permit us to contact you, such as an address, telephone number, and if available, an email address.
- A statement that you have a good faith belief that the use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.
- A statement that the information in the Notice is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of the exclusive right that is allegedly infringed.
DMCA Agent
- Name/Email: Russ Shin / support@netwise.pro
- Phone: 888-707-7988
- Address: 21781 Ventura Blvd #122A, Los Angeles, CA 91364
Counter-Notice Procedure
If we remove or disable access to your content in response to a DMCA notice, we will notify you. If you believe your content was removed or disabled by mistake or misidentification, you may submit a written counter-notice. (Further details may be provided on our website or upon request.)
Repeat Infringers
We reserve the right to terminate user accounts that are deemed repeat infringers, at our sole discretion.
13. WARRANTIES & DISCLAIMERS
13.1 Limited Warranty
- MSP warrants that we will perform the Services in a commercially reasonable manner and substantially in accordance with the specifications in the relevant REQUESTED SERVICES.
- If we breach this warranty and you notify us in writing within 10 business days of discovering the non-conformance, we will use commercially reasonable efforts to correct or re-perform the non-conforming Services.
13.2 General Disclaimer
- EXCEPT FOR THE LIMITED WARRANTY IN SECTION 13.1, THE SERVICES AND ANY DELIVERABLES ARE PROVIDED “AS IS” AND “AS AVAILABLE.”
- MSP EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE (INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT).
13.3 Third-Party Products & Services
- MSP does not warrant or guarantee any Third-Party Services, product features, or performance. All claims related to third-party items must be made directly against the relevant provider.
14. LIMITATION OF LIABILITY
14.1 Exclusion of Damages
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY SHALL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUES, LOST DATA, BUSINESS INTERRUPTION, OR LOSS OF GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
14.2 Cap on Liability
EXCEPT FOR YOUR PAYMENT OBLIGATIONS OR YOUR BREACH OF NON-SOLICITATION, CONFIDENTIALITY, OR INDEMNIFICATION, EACH PARTY’S AGGREGATE LIABILITY SHALL NOT EXCEED THE FEES PAID OR PAYABLE BY YOU TO MSP UNDER THE RELEVANT REQUESTED SERVICES IN THE SIX (6) MONTHS PRECEDING THE CLAIM.
14.3 No Cybersecurity Guarantee
MSP does not warrant that our Services or software will protect you from all cyber threats, attacks, or data breaches. You are strongly advised to maintain separate cyber and privacy liability insurance and implement robust security policies.
14.4 Security Incidents & Client Obligations
14.4.1 Definition of Security Incident A “Security Incident” means any actual or reasonably suspected: (a) unauthorized access to or theft of Client Data or MSP systems; (b) unauthorized use, disclosure, alteration, corruption, or destruction of Client Data; (c) violation of MSP or Client security policies or procedures that impacts system security; (d) systems intrusion, virus, ransomware, or malware infection that could compromise security; or (e) any incident that triggers regulatory reporting obligations.
14.4.2 Client Obligations During Security Incidents During any Security Incident, Client shall: (a) Immediately notify MSP upon discovery or reasonable suspicion of a Security Incident; (b) Grant MSP immediate and unrestricted access to affected systems, networks, and data necessary for incident investigation and response; (c) Preserve all evidence, logs, and potentially affected systems in their existing state unless explicitly directed otherwise by MSP; (d) Follow MSP’s incident response instructions, including but not limited to system isolation, shutdown, or disconnect procedures; (e) Maintain strict confidentiality about the Security Incident except for authorized communications with MSP or as required by law; (f) Coordinate all external communications, including customer, media, and regulatory notifications, with MSP’s incident response team; (g) Provide timely responses to MSP’s requests for information or assistance; (h) Document all actions, findings, and observations related to the Security Incident.
14.4.3 MSP Response & Authority During a Security Incident: (a) MSP shall have full authority to direct incident response activities and make time-sensitive decisions to protect systems and data; (b) MSP may immediately suspend or terminate any system access, service, or connection that poses a security risk without prior notice; (c) MSP may engage third-party incident response specialists, forensics experts, or legal counsel at Client’s expense if deemed necessary; (d) Client shall reimburse MSP for all reasonable costs incurred in responding to the Security Incident, including but not limited to overtime, emergency response fees, and third-party services; (e) MSP’s incident response time will be prioritized based on severity and business impact, as determined solely by MSP.
14.4.4 Post-Incident Obligations Following a Security Incident: (a) Client shall implement all recommended security improvements or remediation steps identified by MSP; (b) Client shall participate in post-incident reviews and provide all requested information for root cause analysis; (c) Client shall maintain any implemented emergency security measures until MSP confirms they can be safely removed; (d) Client shall reimburse MSP for all documented incident response costs within 30 days of invoice; (e) Client acknowledges that restoration of systems and data may require extended timeframes and cannot be guaranteed.
14.4.5 Limitation of Liability During Security Incidents Notwithstanding anything to the contrary in these Terms: (a) MSP shall not be liable for any damages, losses, or consequences arising from: – Client’s delay or failure to notify MSP of a Security Incident – Client’s failure to follow MSP’s security recommendations or incident response instructions – Client’s independent actions or communications during a Security Incident – The activities of threat actors or the exploitation of zero-day vulnerabilities – System or data loss occurring before MSP’s incident response begins (b) Client expressly waives any claims against MSP related to business interruption, data loss, or reputational damage during incident response activities; (c) The limitations in Section 14.2 (Cap on Liability) shall apply separately to each discrete Security Incident.
14.4.6 Documentation & Compliance (a) MSP shall maintain reasonable documentation of incident response activities but is not obligated to provide detailed forensics reports or raw security data to Client; (b) Client shall cooperate with any investigations required by law enforcement, regulators, or MSP’s insurance providers; (c) Client acknowledges that incident response may require regulatory notifications that MSP is obligated to make regardless of Client’s preferences; (d) MSP may use anonymized data about Security Incidents for threat intelligence, service improvement, and industry reporting.
14.4.7 Minimum Security Requirements (a) Client must maintain at all times: – Current backups in accordance with MSP’s backup policies – Current antivirus/endpoint protection software specified by MSP – Current patches and security updates as directed by MSP – Cyber liability insurance with coverage limits approved by MSP (b) Failure to maintain these minimum requirements: – Voids any service level agreements or response time guarantees – May result in additional charges for incident response – May result in immediate service suspension – Constitutes a material breach of these Terms
14.4.8 Training & Prevention (a) Client shall ensure all employees complete MSP’s required security awareness training; (b) Client shall immediately report suspicious activities or security concerns to MSP; (c) Client shall maintain an updated list of authorized system users and immediately notify MSP of any terminations or role changes; (d) Client shall comply with all security policies, procedures, and best practices communicated by MSP.
14.4.9 Costs & Emergency Fees (a) Emergency incident response services outside business hours will be billed at 2x standard rates; (b) MSP may require pre-authorization of emergency response expenses up to $25,000; (c) Client shall maintain a valid payment method for emergency response charges; (d) MSP may require payment or deposit before beginning non-emergency recovery work.
14.4.10 Dispute Resolution Any disputes regarding Security Incident handling, fees, or liability shall be resolved according to Section 19 (Governing Law & Dispute Resolution), but Client expressly waives any right to dispute emergency response charges or seek injunctive relief that would restrict MSP’s incident response activities.
15. INDEMNIFICATION
15.1 Mutual Indemnification
Each party (“Indemnifying Party”) agrees to defend, indemnify, and hold harmless the other party, its affiliates, officers, directors, employees, agents, subcontractors, successors, and assigns (“Indemnified Parties”) from any and all claims, damages, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising from the Indemnifying Party’s gross negligence, willful misconduct, or material breach of these Terms.
15.2 Conditions
- The Indemnified Party must (i) promptly notify the Indemnifying Party of any claim, (ii) provide reasonable cooperation, and (iii) allow the Indemnifying Party sole control of the defense and settlement, provided no settlement admits fault on the Indemnified Party without its written consent.
16. INSURANCE
16.1 MSP Insurance
MSP will maintain commercial general liability, workers’ compensation (as required by law), and professional liability (errors & omissions) insurance with commercially reasonable limits. Specific limits may be stated in the REQUESTED SERVICES.
16.2 Client Insurance
You acknowledge that you are responsible for maintaining adequate property and cyber/privacy liability insurance coverage for your business. MSP’s Services do not replace or waive your need for cybersecurity insurance.
16.3 Waiver of Subrogation
To the extent permissible by law, each party waives any right of subrogation against the other for covered losses under any policy of insurance.
17. FORCE MAJEURE
Neither party shall be liable for delays, failures, or inability to perform its obligations if caused by events beyond its reasonable control, including natural disasters, acts of God, pandemics, war, terrorism, cyberattacks, labor strikes, supply-chain disruptions, or governmental actions. Both parties will use commercially reasonable efforts to mitigate the effects of such events.
18. TERM, TERMINATION & OFFBOARDING
18.1 Term
These Terms become effective upon signature or acceptance of a REQUESTED SERVICES referencing them, and remain in effect until terminated according to the provisions herein or the relevant REQUESTED SERVICES.
18.2 Termination by Client
You may terminate a REQUESTED SERVICES as stated in that document. Generally, fees for the current billing cycle are non-refundable.
18.3 Termination by MSP
MSP may terminate or suspend Services if you fail to pay when due, breach a material term, or refuse to implement required Minimum Requirements.
18.4 Effect of Termination
- All licenses and access rights granted to you under these Terms immediately cease upon termination.
- Offboarding assistance is subject to Section 4.2 and final payment of all outstanding fees.
19. GOVERNING LAW & DISPUTE RESOLUTION
19.1 Governing Law
These Terms, and any dispute arising from them, shall be governed by California law, without regard to its conflict-of-law principles.
19.2 Venue & Jurisdiction
Any legal action shall be brought exclusively in the state or federal courts located in Los Angeles County, California, and the parties consent to the personal jurisdiction of such courts.
19.3 Injunctive Relief
A party may seek injunctive relief in any court of competent jurisdiction to prevent unauthorized use, disclosure, or misappropriation of Confidential Information or IP.
20. GENERAL PROVISIONS
20.1 Relationship of Parties
The parties are independent contractors, and nothing in these Terms shall be construed to create a partnership, joint venture, agency, or employer-employee relationship.
20.2 Assignment
You may not assign or transfer these Terms or any REQUESTED SERVICES without our prior written consent. MSP may assign its rights and obligations to a successor entity in a merger or acquisition.
20.3 Entire Agreement
These Terms, together with any REQUESTED SERVICES referencing them, represent the entire agreement between the parties regarding the subject matter and supersede all prior or contemporaneous oral or written agreements.
20.4 Severability
If any provision is deemed invalid or unenforceable, that provision will be reformed to the extent necessary to make it enforceable, and the remaining provisions shall remain in full force and effect.
20.5 No Waiver
The failure of a party to enforce any right or provision herein does not constitute a waiver of future enforcement of that or any other right or provision.
20.6 Notices
Any notice under these Terms shall be in writing and deemed effective upon receipt, if delivered personally or by certified mail, return receipt requested, or via email with delivery confirmation to the addresses specified in the REQUESTED SERVICES.
20.7 Contact Information
- Netwise Group Inc dba Netwise PRO MSP
- Phone: 888-707-7988
- Email: support@netwise.pro
- Address: 21781 Ventura Blvd #122A, Los Angeles, CA 91364
21. ACCEPTANCE
By signing an SOW, Order Form, Master Service Agreement, or any REQUESTED SERVICES referencing these Terms—or by otherwise using MSP’s Services—you acknowledge that you have read, understand, and agree to be bound by these Terms of Service.