Master Services Agreement
This Master Services Agreement (“Agreement”) governs all services provided by Acrivos IT (“Acrivos” or “Service Provider”), a trade name of Acrivos Systems Inc, to the client (“Client”) who has executed a valid Statement of Work (“SOW”) with the Service Provider. This Agreement is incorporated by reference into all SOWs.
1. Services Provided
Acrivos provides a range of professional and managed services. The specific services applicable to the Client will be defined in the SOW and may include, but are not limited to:
1.1. Managed IT Services (MSP)
Ongoing management, monitoring, and support of the Client’s IT infrastructure, including helpdesk support, patch management, and vendor coordination.
1.2. Virtual Chief Information Officer (vCIO)
Strategic IT leadership, technology roadmapping, budget planning, and alignment of IT initiatives with business objectives.
1.3. Virtual Chief Information Security Officer (vCISO)
Strategic cybersecurity leadership, risk assessments, security policy development, and incident response planning.
1.4. Compliance Consulting
Assessment, remediation, and ongoing management of regulatory compliance frameworks (e.g., HIPAA, SOC 2, CMMC).
1.5. Time and Materials (T&M) Project Work
Specific, scoped projects (e.g., cloud migrations, network upgrades, security audits) billed on an hourly or fixed-fee basis as defined in the SOW.
2. Term and Termination
2.1. Agreement Term
This Agreement commences on the Effective Date and remains in effect until terminated by either party. The term of specific services will be defined in the applicable SOW.
2.2. SOW Term and Renewal
Unless otherwise specified in the SOW, recurring services (e.g., MSP, vCIO, vCISO) shall commence on the SOW Effective Date for an Initial Term of twelve (12) months. Following the Initial Term, the SOW shall automatically renew for successive twelve (12) month periods unless either party provides written notice of non-renewal at least thirty (30) days prior to the end of the current term.
2.3. Termination for Cause
Either party may terminate this Agreement or any SOW for a material breach if the breaching party fails to cure such breach within thirty (30) days of receiving written notice.
2.4. Early Termination Fee
If the Client terminates a recurring service SOW for any reason other than a material breach by the Service Provider (as defined in Section 2.3), the Service Provider reserves the right to charge an Early Termination Fee. This fee will be calculated as the total monthly recurring charge specified in the SOW multiplied by the number of months remaining in the current term.
2.5. Post-Termination
Upon termination, the Service Provider will assist in the transition of services to a new provider. The Service Provider reserves the right to bill for transition assistance at its standard hourly rate. The Service Provider reserves the right to withhold the final transfer of documentation and administrative access until all outstanding invoices, including any applicable Early Termination Fees, are paid in full. The Client remains responsible for the full term of any third-party service contracts procured on their behalf by the Service Provider.
3. Service Level Agreement (SLA)
This section applies primarily to Managed IT Services (MSP) and other support-based SOWs.
3.1. Support Channels
All support requests must be submitted via email to help@acrivos.com or by helpdesk phone number.
3.2. Response Times
The Service Provider will respond to and resolve issues based on the following priority levels during standard Business Hours (Monday–Friday, 8:00 AM – 6:00 PM ET, excluding federal holidays).
| Priority | Description | Response Time |
|---|---|---|
| P1 – Critical | Entire business operations are down; multiple users affected with no workaround. | 30 Minutes |
| P2 – High | A critical business function is degraded or unusable; a few users affected. | 1 Business Hour |
| P3 – Medium | Minor impact on a non-critical system; one user affected. | 4 Business Hours |
| P4 – Low | General inquiry, service request, or planned maintenance. | 12 Business Hours |
3.3. Support Model & Onsite Visits
- Remote-First: The Service Provider operates on a remote-first support model. All support will be performed remotely in accordance with the SLA. The Service Provider reserves the right to determine, in its sole discretion, if an issue requires an onsite visit.
- After-Hours: Service Provider reserves the right to bill for after-hours emergency support (for P1 issues) at a rate of $250/hour with a 2-hour minimum.
- No Issue Found: Provider reserves the right to bill at standard hourly rates for any onsite service requested by the Client where no issue is found.
4. Fees and Payment
4.1. Invoicing
Fees for recurring services will be invoiced monthly in advance. Fees for T&M Project Work will be invoiced as specified in the SOW (e.g., milestone-based, monthly in arrears).
4.2. Fee Adjustments
Beginning on the first anniversary of the Effective Date, and on each subsequent anniversary, all recurring service fees will increase by 3%.
4.3. Late Payments and Suspension
The Service Provider reserves the right to suspend all Services if payment is not received within thirty (30) days of the invoice date. Overdue invoices will incur a recurring late fee of 6% of the outstanding balance plus a $65 administrative fee.
5. Client Obligations
To receive the Services, the Client agrees to meet and maintain the following standards at their own expense:
- Access: Provide the Service Provider with necessary remote and physical access to all covered systems, locations, and personnel.
- Minimum Standards: Ensure the IT environment meets the following minimum requirements:
- All software must be genuine, licensed, and supported by the vendor.
- Microsoft 365 Business Premium/E3, Google Workspace Business Plus, or equivalent licensing must be in place for security and compliance.
- If the Client is bound to security compliance requirements, the Client must have the applicable feature license that allows the Service Provider to secure the Client’s environment.
- Hardware and Software Compliance: All hardware and software must be under an active vendor support contract to be considered “Compliant.” The Service Provider reserves the right to not support “Non-Compliant” systems and to bill on a time and materials basis for any support provided for such systems.
- Cooperation: For consulting and advisory services (vCIO, vCISO, Compliance), the Client agrees to provide timely access to necessary information, personnel, and decision-makers to enable the Service Provider to perform its work effectively.
6. Exclusions, Warranty, and Liability
6.1. Service Exclusions
This Agreement and the Services provided do not cover costs for:
- Hardware, software, licensing, or shipping.
- Support for hardware or software that is no longer supported by its manufacturer (“Non-Compliant”).
- Third-party vendor support or incident fees.
- Issues caused by acts of God, power failures, or unauthorized modifications to the environment.
- User training or application programming.
6.2. Warranty Disclaimer
Service Provider disclaims all warranties, express or implied, including warranties of merchantability and fitness for a particular purpose. The Services are provided “as is.”
6.3. Limitation of Liability
In no event shall the Service Provider be liable for any indirect, special, or consequential damages, including loss of profits or data. The Service Provider’s total liability under this Agreement shall not exceed the total fees paid by the Client in the three (3) months preceding the event giving rise to the claim.
6.4. Advisory Services Disclaimer
For vCIO, vCISO, and Compliance Consulting services, the Service Provider provides strategic guidance and recommendations based on industry best practices and the information provided by the Client. The Client retains ultimate responsibility for business decisions, risk acceptance, and regulatory compliance. The Service Provider does not guarantee that its recommendations will prevent all security incidents or ensure compliance with all regulatory requirements.
7. Indemnification and Hold Harmless
7.1. Client Indemnification of Service Provider
The Client shall defend, indemnify, and hold harmless the Service Provider and its officers, directors, employees, agents, successors, and assigns (“Acrivos Indemnitees”) from and against any and all third-party claims, demands, suits, proceedings, losses, liabilities, damages, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to:
- The Client’s data, systems, or content, including any claim that the Client’s data infringes or misappropriates any third-party intellectual property right or violates any applicable law or regulation;
- The Client’s use or misuse of the Services, including any use of the Services in violation of this Agreement or any applicable law;
- Any breach by the Client of its representations, warranties, or obligations under this Agreement or any SOW;
- Any act or omission of the Client, its employees, contractors, or agents that results in a security incident, data breach, or regulatory violation, including where such incident occurs despite the Service Provider’s recommendations or warnings;
- The Client’s failure to implement or maintain security controls, configurations, or policies recommended by the Service Provider in writing.
7.2. Service Provider Indemnification of Client
The Service Provider shall defend, indemnify, and hold harmless the Client and its officers, directors, employees, agents, successors, and assigns (“Client Indemnitees”) from and against any and all third-party claims, demands, suits, proceedings, losses, liabilities, damages, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to:
- The Service Provider’s gross negligence or willful misconduct in the performance of the Services;
- Any claim that the Service Provider’s proprietary tools, methodologies, or deliverables (excluding any Client-provided content or data) infringe any third-party intellectual property right.
The Service Provider’s indemnification obligations under this Section 7.2 shall not apply to the extent that any claim arises from: (a) Client’s modification of any Deliverable without the Service Provider’s written consent; (b) Client’s combination of any Deliverable with third-party products or services not approved by the Service Provider; or (c) any matter for which the Client is obligated to indemnify the Service Provider under Section 7.1.
7.3. Indemnification Procedure
The party seeking indemnification (“Indemnified Party”) shall: (a) promptly notify the indemnifying party (“Indemnifying Party”) in writing of any claim for which indemnification is sought; (b) grant the Indemnifying Party sole control over the defense and settlement of such claim, provided that the Indemnifying Party shall not settle any claim in a manner that imposes any obligation, restriction, or liability on the Indemnified Party without the Indemnified Party’s prior written consent; and (c) provide the Indemnifying Party with reasonable cooperation, information, and assistance in connection with the defense of such claim at the Indemnifying Party’s expense. Failure to provide timely notice shall not relieve the Indemnifying Party of its obligations except to the extent the Indemnifying Party is materially prejudiced by such failure.
7.4. Relationship to Limitation of Liability
The indemnification obligations set forth in this Section 7 are independent of, and shall not be subject to, the limitation of liability set forth in Section 6.3, except that in no event shall either party’s indemnification obligations exceed the greater of (a) the total fees paid or payable by the Client in the twelve (12) months preceding the event giving rise to the claim, or (b) the applicable insurance proceeds available to the Indemnifying Party for such claim.
8. General Provisions
- Confidentiality: Both parties agree to protect the other’s confidential information and not disclose it to any third party without written consent, except as required by law.
- Non-Solicitation: During the term of this Agreement and for two (2) years thereafter, the Client agrees not to hire or solicit any employee of the Service Provider. A violation of this clause will result in a liquidated damages fee equal to 80% of the employee’s total annual compensation.
- Independent Contractor: The Service Provider is an independent contractor. Nothing in this Agreement creates a partnership, joint venture, agency, or employment relationship between the parties.
- Governing Law: This Agreement shall be governed by and construed in accordance with the laws of the State of New Jersey.
- Entire Agreement: This Agreement, together with the executed SOW(s), constitutes the entire agreement between the parties and supersedes all prior communications. It may only be modified in writing and signed by authorized representatives of both parties.
- Order of Precedence: In the event of any conflict between this Agreement and an executed SOW, the terms of the SOW shall control with respect to the specific engagement described therein.
9. Intellectual Property Ownership
All intellectual property, including but not limited to documentation, configurations, reports, scripts, policies, diagrams, and other work product (“Deliverables”) created specifically for the Client as part of a Statement of Work shall become the property of the Client upon full payment of all associated fees.
Notwithstanding the foregoing, the Service Provider retains all rights, title, and interest in and to:
- Any pre-existing tools, templates, methodologies, processes, or know-how owned or developed by the Service Provider prior to or independent of this Agreement.
- Any generalized knowledge, skills, techniques, or experience acquired during the performance of Services.
- Any proprietary automation tools, scripts, frameworks, or reusable components that are not uniquely specific to the Client’s environment.
To the extent any Service Provider intellectual property is incorporated into Deliverables, the Service Provider grants the Client a perpetual, non-exclusive, non-transferable license to use such intellectual property solely for the Client’s internal business purposes.
The Client may not resell, redistribute, or commercialize any Deliverables or Service Provider intellectual property without prior written consent from the Service Provider.
10. Website Terms of Use
10.1. Use of This Site
This website is provided for informational purposes. The content describes services offered by Acrivos Systems Inc. Pricing estimates generated by the calculator are for reference only and do not constitute a binding quote or contract.
10.2. Intellectual Property
All content on this site, including text, design, and structure, is the property of Acrivos Systems Inc. You may not reproduce or distribute content without written permission.
10.3. Limitation of Liability
Acrivos Systems Inc is not liable for any damages arising from your use of this website or reliance on its content.
11. SMS Messaging Program (A2P 10DLC Compliance)
Program Name: Acrivos Systems Inc.
Program Description: By opting into our SMS program, you can expect to receive messages related to your inquiries, support tickets, service updates, and occasional promotional offers regarding our IT services.
Opt-Out Instructions: You can cancel the SMS service at any time. Simply text “STOP” to the shortcode or number from which you received the message. Upon sending “STOP,” we will confirm your unsubscribe status via SMS. Following this confirmation, you will no longer receive SMS messages from us.
Rejoining Instructions: To rejoin, sign up as you did initially through our website contact form, and we will resume sending SMS messages to you.
Help Instructions: If you experience issues with the messaging program, reply with the keyword “HELP” for more assistance, or reach out directly to info@acrivos.com.
Carrier Liability Disclaimer: Carriers are not liable for delayed or undelivered messages.
Message and Data Rates: As always, message and data rates may apply for messages sent to you from us and to us from you. Message frequency varies. For questions about your text plan or data plan, contact your wireless provider.
Age Restriction: You must be 18 years of age or older to opt into our SMS messaging program.
Privacy Inquiries: For privacy-related inquiries, please refer to our Privacy Policy.
Acrivos Systems Inc — 2 University Plaza, Suite 100, Hackensack NJ 07601 — info@acrivos.com
Last updated: May 27, 2026