Master Services Agreement

The page contains the current Master Services Agreement, as of the last revision date listed at the bottom of this page. If you are a current client seeking a copy of this agreement, please contact your account manager.

  • Our mutual NDA document can be found at
  • Our Service Level Objective document can be found at
    ROI Technology Inc’s liability under this Agreement is limited to the actual direct damages incurred by Client and shall in no event exceed the amount paid for Services hereunder. In no event shall Provider be liable for any incidental, consequential, special, indirect, punitive or third party damages or claims, including but not limited to, lost profits, lost savings, lost productivity, loss of data, and loss from interruption of business, even if previously advised of their possibility and regardless of whether the form of action is in contract, tort or otherwise.
    Neither party shall be held liable for any delay or failure in performance of all or a portion or the Services of any part of this Agreement from any cause beyond its reasonable control and without its fault or negligence, including, but not limited to, acts of God, acts of civil or military authority, government regulations, embargoes, epidemics, war, terrorist acts, riots, insurrections, fires, explosions, earthquakes, nuclear accidents, floods, power blackouts affecting facilities other than facilities of a kind commonly protected by redundant power systems, unless such redundant power systems are also affected by any Force Majeure condition, unusually severe weather conditions, inability to secure products or services of other persons or transportation facilities, or acts or omissions of transportation common carriers.
    ROI Technology Inc. will take precautions to protect client data backed up during repair services, data contained on recycled hard drives, and data observed while remotely connected.
    Unless otherwise stated, the agreement term shall be 12 consecutive months.
    ROI Technology Inc. may, at its sole discretion, determine that a product sold or used in the provision of services, whether advertised by name or otherwise, no longer meets ROI Technology Inc.’s requirements, or usage of such product is no longer in Client’s best interest. In such cases, ROI Technology Inc. shall be free, but not obligated, to choose a substitute product of similar kind and quality with or without notice, provided such change is not expected to impact Client’s price or adversely impact Client’s security.
    1. Standard Availability shall be defined as Monday thru Friday, 9am to 5pm Pacific, excluding holidays.
    2. Remote support and consulting services shall be available per our Standard Availability.
    3. Onsite service shall be available by appointment, subject to Standard Availability.
      1. ROI Technology Inc. may, at it’s sole discretion, choose to provide onsite support outside of Standard Availability in the event of a major Client infrastructure failure, such as a server down.
    4. Optional 24/7/365 services may be offered to select clients, subject to additional fees.
    5. Administrative services (billing, contract changes, etc) shall be subject to Standard Availability.
    6. “Holidays” shall be defined as all federal holidays as listed at
    7. All contracts except those that specifically include 24/7/365 support, provide for support outside of Standard Availability at technician discretion only. Support outside of Standard Availability shall generally be limited to emergencies only.
      1. Clients requesting support outside of regular business hours more than twice a month for 3 consecutive months shall be subject to hourly support invoicing for support requests made outside of their contract support availability times.
    1. Consulting invoices are generated weekly, upon milestone completion, or when services are complete.
    2. Services shall be billable at the quoted rate, subject to annual adjustment.
    3. Invoices are assumed due on receipt unless otherwise stated.
    1. ROI Technology Inc. requires all users who interact with technology on a daily basis to be appropriately licensed, including but not limited to an ROI Technology Inc. support licenses, Office 365 / Microsoft 365 license(s), ERP licenses, or other line of business applications not purchased through ROI Technology Inc.
    2. All workstations, servers, and company-owned mobile devices are required to have applicable maintenance, backup, and security licensing.
    1. Services will be scaled automatically based on changes you make, including but not limited to the addition and removal of employees, workstations, servers, or other billable units. Below are some common examples of billable unit changes:
      • Users:
        • Terminated users will have their Helpdesk license removed from your billing at the conclusion of your current billing cycle.
        • New users will automatically be provisioned a Helpdesk license and added to your billing at the start of the next cycle.
      • Workstations:
        • Decommissioned workstations will be removed from billing at the conclusion of the current billing cycle.
        • New workstations will be added to billing at the start of the next billing cycle.
      • Other (or mobile) Devices:
        • Decommissioned “Other” devices will be removed from billing at the conclusion of the current billing cycle.
        • New “Other” devices will be added to billing at the start of the next billing cycle.
    2. Services may not be scaled down below the quantity originally proposed after onboarding has been completed.
    3. Services may only be scaled up or down as the result of a business change (employee new hire, employee termination, new device addition, existing device decommission, etc).
    4. Microsoft has implemented “New Commerce Experience” which prevents the removal of Office 365 licenses. Such licenses may not be scaled down with business changes.
    Software licensing compliance is ultimately the client’s responsibility. ROI Technology Inc. will not install, reinstall, manage, support, or otherwise interact with obviously unlicensed software or software it suspects to be unlicensed or inappropriately licensed.
    1. The Parties will attempt in good faith to resolve any dispute or claim arising out of or in relation to this Agreement through negotiations between a director of each of the Parties with authority to settle the relevant dispute. If the dispute cannot be settled amicably within fourteen (14) days from the date on which either Party has served written notice on the other of the dispute then either party shall be free to pursue the matter in a court of law.
    2. The terms and conditions of this Contract shall be construed, interpreted and enforced in accordance with the applicable laws of the State of Washington. If any legal action is necessary to enforce the terms and conditions of this Contract, the parties agree that the jurisdiction and venue for bringing such action shall be in the appropriate court in Snohomish County, Washington. The prevailing party in any action to enforce the terms and conditions of this Agreement shall collect all reasonable costs and expenses incurred in such action, including, but not limited to, reasonable attorney’s fees.
    The content of the ROI Technology Inc. website includes, without limitation, (i) ROI Technology Inc.’s trademarks, service marks, logos, brands, and brand names, trade dress and trade names and other distinctive identification (collectively “ROI Technology Inc. Marks”); and (ii) information, data, materials, interfaces, computer code, databases, products, services, software applications and tools, text, images, photographs, audio and video material, including podcasts, and artwork, and (iii) the design, structure, selection, compilation, assembly, coordination, expression, functionalities, applications, look and feel, and arrangement of any content contained in or available through the ROI Technology Inc. website (the items identified in subsections (i) (ii) and (iii) shall be collectively referred to herein as “ROI Technology Inc. Content”). ROI Technology Inc.Content is the property of ROI Technology Inc., its licensors, sponsors, partners, advertisers, content providers or other third parties and is protected by law including, but not limited to, copyright, trade secret, patent, and trademark law, as well as other state, national and international laws, treaties and regulations. The reproduction, transmission, distribution, sale, publication, broadcast, circulation or dissemination of any ROI Technology Inc. Content by you, or by you through any other person or entity, is prohibited unless express written consent is separately obtained from the or the owner of such content if the is not the owner. For reprints, contact ROI Technology Inc. here. Any use of the ROI Technology Inc. Marks without ROI Technology Inc.’s express written consent is strictly prohibited. You may not alter, delete, obscure or conceal any copyright or other notices appearing in the ROI Technology Inc. Content, including any such notices appearing on any ROI Technology Inc. Content you are permitted to download, transmit, display, print, or reproduce from the ROI Technology Inc. website.
    Unless otherwise expressly stated, ROI Technology Inc. shall retain full ownership of all content, tangible and intangible, which it creates or customizes, including, but not limited to, scripts, programs, graphics, custom CAD design, blueprints, diagrams, databases, and policy documents. ROI Technology Inc. may, at its discretion, choose to sell, donate, release, or license intellectual property rights for a specific property it owns, but under no circumstances shall any party attempt to compel or force ROI Technology Inc. to sell, donate, license, or release any intellectual property rights.
    During the course of business it may be necessary for ROI Technology Inc. to use intellectual property which it does not own. In these circumstances, the original owner of the intellectual property which is not owned by ROI Technology Inc. shall retain full ownership of that property which ROI Technology Inc. used in the course of business.
    ROI Technology Inc. may, at its discretion, utilize the services of independent contractors in the performance of projects, services, and other work Client has contracted ROI Technology Inc. to perform. ROI Technology Inc. shall make reasonable efforts to ensure independent contractors meet appropriate industry standards and are capable of performing assigned tasks as required. Client shall not differentiate between ROI Technology Inc. staff and independent contractors retained by ROI Technology Inc.
    All contract billing shall begin within 60 days of contract signature unless otherwise agreed upon in writing. All contracts not subject to price adjustment shall automatically renew at the conclusion of a committed service term for the same duration as previously agreed. For example, a 36 month contract that does not have any pricing changes will renew for subsequent 36 month terms.
  16. TAXES
    ROI Technology Inc. is required to collect and remit sales tax on all sales, including for sales of services, physical and digital products, and shipping costs.
    For more information, visit
    1. This non-solicitation provision is effective upon Client signature or eSignature, or verbal acceptance of any proposal, quote, contract, or document which results in any billable charges or commitment to services from ROI Technology Inc to Client, and terminates 18 months after the last service or product invoice from ROI Technology Inc. to Client has been paid.
    2. Unless otherwise authorized in writing by an officer of ROI Technology Inc., Client shall not solicit any employee, agent, independent contractor, service provider, vendor, or other 3rd party contracted or employed by ROI Technology Inc. to perform the same or similar services directly for Client, with or without compensation.
    3. Client acknowledges that (a) ROI Technology Inc. will suffer irreparable harm if Client breaches such provisions and (b) that monetary damages will be inadequate to compensate ROI Technology Inc. for such a breach. Therefore, if Client breaches any such provisions, then ROI Technology Inc. shall be entitled to injunctive relief, in addition to any other remedies at law or equity, to enforce such provisions, as well as the greater of 200% of the solicited parties W2 or 1099 taxable wages with Client or 1% of Client’s prior year’s taxable revenue as filed with the IRS.
    Client acknowledges and agrees that, except as expressly agreed, ROI Technology Inc. makes no representation or warranty, express or implied, at law or in equity, in respect of any matter relating to the Company, including, without limitation, the assets, financial condition, liabilities, operations, prospects of the Company or in respect of the transactions contemplated by this Agreement, and any such other representations or warranties are hereby expressly disclaimed by the Seller.
      Client’s wishing to terminate services before the end of a committed service term may do so with at least 90 days written notice, subject to payment of ETF fees documented below.
      • Client shall pay ROI Technology Inc. the total amount of all discounts extended to Client for the committed service term Client is terminating early.
      • Client shall also pay ROI Technology Inc. 12.5% of the remaining committed service term balance
      • For Office 365 services, Client shall pay ROI Technology Inc. the remaining balance of all Office 365 services + 20% termination fee.
      • Client shall pay all fees imposed upon ROI Technology Inc. by ROI Technology Inc.’s hardware vendors, software vendors, product vendors, or other vendors, distributors, and subcontracts arising as a result of early termination of Client’s contract with ROI Technology Inc.
      Within 7 days of a receipt of notice to terminate services, ROI Technology Inc. shall provide Client an ETF fees invoice, which shall be due upon receipt. Upon receipt of payment for ETF fees and any outstanding invoices, ROI Technology Inc. will begin the offboarding process. Client shall designate up to two contacts to receive all documentation and materials provided during the Offboarding process. Documentation will be provided via a password protected file sharing service, and any links provided will remain active for 30 days after Offboarding, after which time all remaining documentation on client site will be permanently deleted from all systems and backups.
      Client shall be responsible for the transfer of any products and services they wish to retain after termination. This includes, but is not limited to, Office 365 subscriptions, Datto backup products, offsite backup datasets, and licensing.
      Client’s wishing to terminate services they believe are not otherwise subject to a committed service term may do so with at least 90 days written notice. Within 7 days of receipt of a notice to terminate, ROI Technology Inc. will provide confirmation of any remaining service term that would otherwise preclude a standard contract termination. ROI Technology Inc. will then begin the offboarding process by compiling all documentation, passwords, or other site specific material, henceforth referred to as “Offboarding Documentation.” Offboarding Documentation shall be provided in the form of a password protected, SFTP or web based file sharing service. Any past due invoices must be paid in full before any offboarding documentation may be provided. Offboarding Documentation will remain available to the Client and their new IT provider for 30 days after the conclusion of offboarding, after which time all remaining documentation on client site will be permanently deleted from all systems and backups.
    The most current terms and conditions posted on our website shall supersede conflicting provisions of other written or verbal agreements.
    Client shall defend, indemnify, and hold harmless ROI Technology Inc., its officers, officials, employees, volunteers, and agents from any and all claims, injuries, damages, losses or suits including attorney fees, including (but not limited to) those arising out of or resulting from the acts, errors, or omissions of ROI Technology Inc., its officers, officials, employees, volunteers, and agents.
    The invalidity or unenforceability of any provisions of this Agreement shall not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect. Invalid or unenforceable provisions shall be deemed deleted. No other portion of this Agreement may be modified, amended, or waived, except by a written instrument duly executed by both parties.
    ROI Technology Inc. reserves the right to prospectively change this Master Services Agreement hereof, with or without notice. The most current terms and conditions shall remain available on our website at, subject to Force Majeure.
    • MSA published 3/22/2022