Master Services Agreement

Welcome! This Agreement governs the services provided or facilitated by Insight Technical Advisors, LLC (“Insight,” “we”) to you (“Client”). By accepting a Quote (defined below) or using our services, you agree to these terms.

  1. Scope. Services are defined in the quote, statement of work, service order, or similar document that we provide to you (each, a “Quote”). Where applicable, the services in the Quote (“Services”) will be further defined in our Services Guide, currently located here: https://www.insighttechadv.com/services-guide/ (“Guide”). Along with this Agreement, each Quote and the Guide govern our relationship with you. You are encouraged to read all of these documents carefully so you can learn about the scope of the Services, what we require of you for the Services to be provided effectively, and the policies we will follow for all services that we provide or facilitate. Remember: Anything not specifically listed in a Quote is out-of-scope and may require additional fees. If there is a conflict in the language of the documents, it will be handled as follows: Quote → Services Guide → this Agreement (in that order).
  2. Third-Party Services. Many services (security, backup, software, etc.) are provided by third-party solution providers. We select and manage those providers, but we do not control them, their services are provided “as is,” and in no event will we be responsible or liable for their failures, outages, or defects.
  3. Client Responsibilities. You agree to follow our recommendations and security guidance, maintain licensed, supported hardware and software, not make changes to your environment without our approval, and provide timely access, information, and decision-making when needed. We are not responsible or liable for issues caused by your failure to follow our guidance or changes made to your managed environment by anyone other than Insight.
  4. Access & Environment. You authorize us (and our selected third-party solution providers) to access your systems as needed to provide Services.
  5. Fees & Payment. Fees for the Services will be as indicated in the Quote(s). Unless we agree otherwise, payment is due upon your receipt of an invoice from us, late payments will incur interest at the highest rates permitted by law, and we reserve the right to suspend the Services, in part or in whole, if you fail to timely pay your invoices when due. Pricing may increase due to various factors, including (i) the addition of users/devices or (ii) vendor price increases (which will be passed through to you). We may increase our recurring charges each calendar year by noting the increase on your monthly invoice and by providing a 30-day notice.
  6. Term & Renewal. Unless otherwise indicated in a Quote, Services will continue on a month-to-month basis until canceled. Services may be canceled either by you or us for any reason by providing no less than 90 days’ prior written notice (email is sufficient for this purpose). However, if the Quote contains a definite or stated term, the no party will terminate the Services without cause prior to the end of the term, and early termination without cause by you will require payment of the remaining contract value.
  7. Termination. We may terminate Services if you fail to pay our fees when due, or if you breach this Agreement and fail to cure that breach within 10 days of being notified of the breach. Upon termination, all Services will stop. You understand and agree that we have no obligation to keep or preserve any of your data in our possession or control after this Agreement terminates. If you require transition services to another provider, we will only provide those services if (i) your account is fully paid and up-to-date, and (ii) you agree to pay us for those services at our then-current hourly rates, as well as any upfront amounts that we may reasonably require. In all cases and without exception, you agree to remain liable for the payment of all fees for licenses that extend beyond the term of this Agreement. The foregoing shall survive termination of this Agreement.
  8. Limited Warranty. The services we provide to you will be administered using reasonable care, however, there is no guarantee of uninterrupted service or error-free operation, and we do not guarantee any specific result or outcome by using any of the services we provide or facilitate.
  9. Limitation of Liability. Under no circumstances will we be liable for indirect, exemplary, special, or consequential damages, even if we are advised in advance of the potential for such damages. In all cases except for our intentional misconduct or gross negligence, our maximum liability for all claims in the aggregate will be limited to the greater of the fees paid by you for the affected service in the 6 month period immediately preceding the claim, or $10,000.
  10. Security & Risk Acknowledgment. You understand and agree that no IT or cybersecurity solution is 100% secure. We do not guarantee prevention of cyberattacks, data loss, or system failures. Remediation of data due to a cyber attack or similar event is out-of-scope and will be provided only upon agreement between Insight and you.
  11. Legacy & Unsupported Systems. We are not responsible for issues caused by outdated or unsupported systems. Continued use of such systems is at your own risk.
  12. Confidentiality. Both parties will protect each other’s confidential information, and will use such confidential information only for the provision or facilitation of the Services, or as otherwise required by law. If Insight and you enter into a separate non-disclosure agreement, read in conjunction with the terms of the confidentiality provisions of this Agreement, and the terms that protect confidentiality most stringently will govern the use of the relevant confidential information.
  13. Indemnification. You agree to cover our costs if claims or costs arise from your legal violations, your failure to follow our guidance, or your business disputes.
  14. Artificial Intelligence. We and third-party solution providers may utilize artificial intelligence, machine learning, large language models, automation tools, and similar technologies (collectively, “AI Tools”) in connection with the delivery, support, administration, monitoring, documentation, analysis, and improvement of the Services. We will use commercially reasonable efforts to configure AI Tools in a manner intended to protect your data, including, where available and appropriate, disabling model training on your data and implementing reasonable safeguards designed to maintain the confidentiality of information submitted to such AI Tools. However, you understand and agree that many AI Tools are provided and controlled by third parties and we do not control the internal operation, security practices, retention policies, or training methodologies of such providers, and that we cannot guarantee that your data, prompts, outputs, metadata, or other information processed by AI Tools will not be retained, disclosed, used for model training, accessed by unauthorized parties, or otherwise handled in a manner inconsistent with your or our expectations. Accordingly, you assume the risks associated with the use of AI Tools as described herein, and we disclaim any warranty, representation, or guarantee regarding the confidentiality, security, accuracy, completeness, or non-use of your information by any AI Tool or its provider, except to the extent expressly prohibited by applicable law.
  15. Miscellaneous. This Agreement, along with the terms of the Quote and the applicable terms and policies of the Guide, are our entire agreement with you and supersede any prior agreement. This Agreement or any Quote can be modified only if you and we both agree to such modifications in writing (email is sufficient for this purpose). Insight is an independent contractor, and is not your employer, employee, partner, or affiliate. Neither party will be liable to the other party for delays or failures to perform its obligations because of circumstances beyond such party’s reasonable control The failure of either party to enforce or insist upon compliance with any of the terms and conditions of this Agreement, or the granting of an extension of the time for performance, will not constitute an agreement to waive such terms with respect to any other occurrences. This Agreement will be governed under the laws of North Carolina, and any action brought to enforce this Agreement must be brought in Orange County, North Carolina.