Last Updated: March 10, 2025
This Master Services Agreement ("MSA") sets forth the terms and conditions under which CHK Technology Group LLC ("CHK," "Provider," "we," "us," or "our") provides technology, security, and related managed services (the "Services") to each client ("Client," "you," or "your"). By signing any CHK proposal, order form, or SOW referencing this MSA, you confirm your acceptance of these terms. By ordering or using any of our Services, you further acknowledge that you have read, understand, and agree to be bound by this MSA.
This MSA begins on the date you first engage or use our Services and remains in effect until terminated under the provisions below. Any statements of work, proposals, or service attachments ("SOW") referencing this MSA will define the specific Services, fees, and additional terms for each project or engagement.
Automatic Renewal (If Specified in SOW)
If an SOW includes a fixed initial term (e.g., 12 months), it shall automatically renew for successive 12-month periods unless either party gives at least sixty (60) days' written notice of non-renewal before the end of the then-current term.
Either party may terminate this MSA by giving thirty (30) days' written notice to the other. However, if any active SOW has a fixed term, termination of this MSA does not relieve the terminating party of its obligation to pay remaining fees under that fixed-term SOW, unless otherwise specified in the SOW.
Either party may terminate (or suspend, if you're the Provider) this MSA or any SOW if the other party materially breaches and fails to cure within 30 days of receiving written notice. Non-payment of undisputed invoices beyond 30 days may lead to immediate suspension or termination by CHK.
No new SOWs can be entered once this MSA is terminated, but existing SOWs continue unless specifically terminated. All unpaid fees remain due and payable. CHK may remove or disable any proprietary software or agents from your environment once Services under all active SOWs have ended. If an SOW with a fixed term is terminated early for convenience, you are responsible for all remaining fees for the duration of that fixed term, unless otherwise stated in the SOW.
If an SOW has a fixed term (e.g., 12 months) and you end it early for convenience, you owe the remaining monthly fees unless that SOW says otherwise. SOW-specific termination rights are detailed in that SOW.
Rates & Expenses: Each Statement of Work ("SOW") describes the Onboarding Fee, Monthly Recurring Fees, and/or Time & Materials ("T&M") rates. Unless otherwise stated, monthly recurring Services are billed in advance (Net 30), and T&M work is billed in arrears. Client shall also reimburse CHK for any reasonable, pre-approved incidental expenses (e.g., travel) incurred in performing the Services.
Invoicing Frequency: CHK typically issues invoices monthly. Payment is due within thirty (30) days of the invoice date ("Net 30"). If the SOW specifies a different invoicing frequency, that schedule governs.
Non-Refundable Fees: Except as explicitly stated in a particular SOW, all fees paid to CHK (including Onboarding Fees and Monthly Recurring Fees) are non-refundable. This also applies to T&M charges for Services already performed or incurred.
Finance Charges: Overdue balances (beyond 30 days from invoice date) may incur 1.5% interest per month or the maximum rate permitted by law, whichever is lower.
Undisputed Portions: Client shall pay all undisputed invoice amounts by the due date. Both parties will cooperate in good faith to resolve any disputed portion promptly. If undisputed fees remain unpaid, CHK reserves the right to suspend or terminate Services in accordance with Section 1.3 (Termination for Cause).
Good Faith Dispute Resolution: In the event of a billing dispute, Client must notify CHK in writing (email acceptable) within ten (10) days of receiving the disputed invoice, specifying the nature of the dispute. Failure to do so constitutes acceptance of the invoice as accurate.
Quarterly Check: Provider and Client will review user counts, endpoints, or other relevant metrics every quarter. If there's any change from prior usage, the monthly fee may be adjusted for the following billing cycle.
Client's Obligation: Client must promptly notify Provider of newly added or removed users, endpoints, or other changes that might affect billing.
Fee Adjustments: Provider reserves the right to revise the Monthly Service Fee based on updated usage metrics. Any revised fee applies on the next invoice, with proration if necessary.
Notice: If an adjustment is needed before the next quarterly check, Provider will send written notice (email acceptable) specifying the new usage counts, the updated fee, and the effective date. This does not alter any fixed term in a separate SOW unless stated otherwise.
You maintain stable, supported operating systems and network infrastructure so that we can deliver services effectively.
Unless a SOW says we handle license procurement, you ensure all required software licenses remain current.
You grant us the necessary admin privileges or credentials to deploy, manage, and monitor the Services. Lack of access may prevent us from delivering Services or meeting response targets.
You promptly inform us of relevant environment changes (adding endpoints, new staff, etc.) that impact billing or the service scope.
You designate a point-of-contact for incident coordination, expansions, or key decision-making. We rely on your cooperation for timely communication and approvals.
You retain ownership of all data you provide. We use or disclose your data only as necessary to perform Services or comply with legal obligations.
CHK retains rights to any scripts, software, documentation, or configurations we develop or use. During an active SOW, you receive a limited license to use these CHK Tools exclusively for our Services.
Once a relevant SOW ends (and if no other SOW depends on the same tools), we may remove our proprietary software or agents from your environment without liability.
Each party shall comply with all applicable data protection and privacy laws (e.g., GDPR, state privacy regulations) in handling personal data under this MSA. CHK acts as a "service provider" or "processor" for Client data, solely processing such data for the purposes of delivering the Services. CHK implements commercially reasonable administrative, physical, and technical safeguards to protect Client data from unauthorized access or disclosure. Client remains responsible for determining and maintaining compliance with any industry-specific or other regulatory requirements (e.g., HIPAA, PCI). If requested, the parties shall cooperate to enter into a separate Data Processing Addendum reflecting their respective obligations under applicable law.
Basic remediation of localized endpoint threats is typically included. Large-scale issues (e.g., widespread ransomware) may exceed routine monthly fees and require additional T&M billing or a new SOW.
We aim to respond to critical alerts within 2-4 business hours and non-critical issues within 1 business day. These are best-effort targets, not guaranteed SLAs.
Liability Cap: Under no circumstances shall CHK's total cumulative liability to Client, whether in contract, tort, or otherwise, exceed the total fees actually paid by Client to CHK in the six (6) months preceding the event giving rise to the claim.
No Indirect Damages: In no event shall either party be liable for any indirect, special, incidental, consequential, or exemplary damages of any kind, including but not limited to lost profits, data inaccuracy or loss, downtime costs, costs of substitute procurement, or injury to business reputation-even if advised of the possibility of such damages.
Scope of Application: The limitations and exclusions set forth in this section apply to all causes of action and claims arising under or relating to this MSA or any SOW, including claims based on breach of warranty, negligence, strict liability, or other torts, except as otherwise explicitly stated in a particular SOW.
Essential Purpose: The parties acknowledge that these limitations reflect a reasonable allocation of risk and form an essential basis of the bargain between them. Without these limitations, CHK would be unable to provide the Services at the stated fees.
We leverage certain third-party tools for security, backup, remote monitoring, etc. We are not responsible for inherent flaws or outages in those tools, but will coordinate with the vendor to address issues.
(a) Client's Indemnification Obligations
Client shall indemnify, defend, and hold harmless CHK and its affiliates, directors, officers, employees, representatives, agents, successors, and assigns (collectively, the "CHK Indemnified Parties") from and against any and all third-party claims, liabilities, damages, obligations, judgments, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:
(b) CHK's Indemnification Obligations
CHK shall indemnify, defend, and hold harmless Client and its affiliates, directors, officers, employees, representatives, agents, successors, and assigns (collectively, the "Client Indemnified Parties") from and against any and all third-party claims, liabilities, damages, obligations, judgments, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:
(c) Indemnification Procedures
In the event of a claim subject to indemnification under this Section:
(d) Survival
The indemnification obligations stated above shall survive the termination or expiration of this MSA and any applicable SOW.
(e) Contributory Negligence
Nothing in this Section shall bar a claim or defense for contributory negligence, nor shall the obligations hereunder apply to the extent the indemnified party's own acts or omissions caused or contributed to the claim.
We strive to perform Services remotely when possible. If on-site visits are needed, you provide adequate workspace, power, and network access.
Unless a SOW states otherwise, quoted fees assume a single location or environment. Additional sites may require extra fees or an added SOW.
Our standard business hours are Monday-Friday, 8:00 AM-6:00 PM (local time), excluding recognized holidays. After-hours or holiday requests may be Out-of-Scope unless agreed otherwise.
Both parties maintain each other's confidential information in confidence. These duties survive any termination.
This MSA is governed by Illinois law, without regard to conflicts-of-law principles.
Any legal action arising under this MSA is subject to the exclusive jurisdiction of the state or federal courts in Cook County, Illinois.
By mutual agreement, disputes can proceed to binding arbitration under AAA rules in Cook County, Illinois.
During the term of this MSA, each party shall maintain, at its own expense, insurance coverage customary to its industry, including but not limited to commercial general liability, professional (technology E&O) liability, and cyber liability coverage. Upon request, each party will furnish evidence of such coverage. If the Client processes regulated data (e.g., healthcare or financial), the Client shall also carry any mandatory insurance required under applicable law or regulation.
We implement commercially reasonable security measures, but cannot guarantee immunity from cyberattacks.
Except as explicitly stated, we disclaim all other warranties (express or implied), including merchantability or fitness for a particular purpose.
Unless a SOW specifically states otherwise, we do not guarantee compliance with particular regulations (e.g., HIPAA, PCI). You remain responsible for identifying and adhering to any applicable regulatory obligations.
Neither party is liable for delays or non-performance caused by events beyond its reasonable control (e.g., natural disasters, government orders, widespread internet outages).
We may update this MSA from time to time. Material changes will be posted at https://termsandconditions.chktechgroup.com. If you object to any material change, you must promptly notify CHK, and the parties will attempt to negotiate in good faith. Continued use of Services after changes are posted indicates acceptance. If you do not agree with an update and no resolution is reached, you must discontinue use and cancel any active SOW (subject to paying remaining fees).
This MSA (and any referencing SOW) supersedes prior agreements on the same subject. If there's a conflict between an SOW and this MSA, the SOW controls for that specific scope.
If any portion of this MSA is invalid or unenforceable, the remainder stays in effect.
A party's failure to enforce a right does not waive future enforcement of that right.
For questions about this MSA, please contact CHK Technology Group LLC at [email protected].
By continuing to use or paying for CHK Services, you confirm acceptance of these MSA terms.
Get a practical review of your current setup and a clear action plan.
Get Your Free IT CHK-Up