Terms of Service – ABT Solutions, LLC

Master Services Agreement (MSA)

ABT Solutions, LLC
Version: July 2025


This Master Services Agreement ("Agreement") is entered into by and between ABT Solutions, LLC ("ABT"), with principal offices located at 108 W Grand Ave, Tonkawa, OK 74653, and the Client identified in the applicable Statement of Work (SOWs), Estimate, Quote, Proposal, Order, or Addendum, ("Client"). This Agreement governs the provision of IT services, cybersecurity solutions, and related technology services provided by ABT to the Client.



1. Scope of Services


ABT agrees to provide managed IT services, cybersecurity, cloud hosting, telecommunications, support, consulting, and other technology services as described in individual Service Orders, which otherwise may be referred to as Statements of Work (SOWs), Estimates, Quotes, Proposals, Orders, or Addendums, all of which are incorporated by reference. When the term "Service Order" is referenced, it applies to all such subsequent terms.



2. Term and Termination


Onboarding Requirement: ABT’s onboarding process, including system audits, security baselining, and documentation, is required before standard SLAs and services apply. Timelines may vary based on environment complexity.

If a Service Order or Quote specifies that onboarding will be completed within a certain timeframe (e.g., 90 days), that timeframe is an estimate and not a binding commitment. If onboarding takes longer than estimated due to the environments complexity, discovery of legacy systems, lack of documentation, or other unforeseen variables, such delay shall not constitute a breach of contract or Service Order.

Auto-Renewal: Unless otherwise specified in writing, this Agreement and its associated services will automatically renew for successive one-year terms unless terminated by either party with 90 days’ written notice before the renewal date.


2.1 Term: The term shall begin on the Effective Date listed in the Service Order and continue for the duration specified. If no term is specified and the Service Order references a monthly service, the start date shall be assumed to be the first day of the next calendar month following the Service Order date, and the term shall be deemed one (1) year.


2.2 Termination: Either party may terminate this Agreement:

  • Within 60 days' written notice after the Effective Date listed in the Service Order
  • Immediately for material breach
  • If Client fails to pay outstanding invoices within 15 days of notice


2.3 Termination Payment: If the Client terminates this Agreement early without cause, they agree to pay any and all outstanding invoices as well as the fees due for the remainder of the then-current term, unless otherwise stated in an addendum. Upon termination, ABT may suspend services or reclaim ABT-owned equipment, which may result in the loss of essential services including but not limited to email access, workstation and server functionality, VOIP phone service, and cybersecurity protections. If the Client seeks to resume services at a later date, ABT may require a new onboarding process and assess additional fees at its sole discretion.


2.4 Offboarding: Offboarding assistance will be provided for a fee and in accordance with the Offboarding Policy (Appendix A). ABT will provide an estimate for the offboarding services. ABT reserves the right to determine whether to charge for these services or waive the fee at its sole discretion. Additional fees may apply if offboarding extends beyond agreed timeframes.



3. Fees and Payment Terms


3.1 Invoicing: ABT invoices monthly in advance. Payment is due via ACH on the 1st of each month. All other invoices are due Net 15. Payments may also be made via ACH (preferred) or credit card through our secure payment portal at https://abtok.flexpmts.com. Check payments must be mailed to PO Box 195, Tonkawa, OK 74653. ABT reserves the right to add a processing fee of up to 4% for credit card or check payments. Clients will be notified in advance before any such fee is applied.


3.2 Late Payments: Any invoice unpaid after 30 days will incur a late fee of 18% per month. Services may be suspended if balances remain unpaid after 45 days. If services are suspended and the Client wishes to resume them, ABT may require a reinstatement fee at its sole discretion, which will be communicated and invoiced prior to reactivation.


3.3 Non-ABT Workstation Hardware Fee: Workstations, including desktops and laptops not purchased through ABT, may be subject to a $200 setup fee per device.


3.4 Non-ABT Server Hardware Fee: Servers not purchased through ABT may be subject to an hourly setup fee in addition to the monthly agreed-upon service agreement amount.


3.5 Additional Hardware Handling: Additional hardware purchased by the Client, whether through ABT or a third party, may incur either a fixed setup fee or an hourly-based fee, depending on complexity and integration requirements. ABT will provide a quote and discuss the applicable charges with the Client before any work is performed on the additional hardware.


3.6 Project Work

Certain services fall outside the scope of standard managed IT support and are classified as Projects. A Project is defined as any task or engagement that:

  • Impacts more than 5 users
  • Involves more than 5 devices
  • Is estimated to require more than 5 hours of work


Examples of Projects include but are not limited to:

  • Software migrations
  • Hardware migrations
  • Office moves or new location setups
  • Deployments of third-party tools unrelated to systems ABT actively manages
  • Network Cable runs/installations


All Project work requires a separate Service Order. Unless explicitly stated in writing via an Addendum, Projects are not covered under the monthly service agreement and will be quoted and billed separately. ABT reserves the right to define and classify Project work based on scope, duration, and impact.



4. Client Responsibilities


Employee Termination Notification: Client is required to promptly notify ABT through approved communication channels when an employee has been fired or terminated. Notification must occur prior to or immediately upon termination to allow ABT to disable access, update credentials, and secure systems. Failure to notify ABT in a timely and appropriate manner may result in unauthorized access or compromise for which ABT shall not be held liable.


Service Eligibility: Client agrees to maintain a minimum standard of hardware and software as advised by ABT. Continued support may be contingent upon replacing or upgrading unsupported systems, operating systems, or configurations.


Equipment Rental Terms: Any ABT-owned hardware or software provided to the Client shall be considered rented and not transferred or sold. The Client shall not transfer, modify, or relocate ABT-owned equipment without written consent.


Change Management: Client agrees not to make network, system, or infrastructure changes without notifying ABT in advance. ABT is not responsible for downtime, instability, or service issues caused by unauthorized changes made by the Client or third parties.


Administrative Access: ABT retains exclusive administrative access rights to all systems under management unless otherwise agreed in writing. If administrative access is granted to the Client or third parties, ABT may limit or revoke service guarantees and response times.


The Client agrees to:

  • Designate authorized contacts for IT and billing
  • Provide timely access to personnel, credentials, and equipment as needed
  • Cooperate with ABT during service delivery and issue resolution
  • Maintain physical security of all equipment
  • Not disable, tamper with, or remove any software agents, security configurations, remote monitoring tools, or policies installed by ABT. Doing so may result in service disruption and additional charges to remediate unauthorized changes.


ABT may provide hardware or software to the Client that is owned by ABT and not paid for by the Client. ABT reserves the right to enter the Client’s premises during or after contract expiration or termination to retrieve any such equipment. The Client acknowledges that reclaiming this equipment may result in a loss of critical services, including but not limited to email access, workstation and server functionality, VOIP phone service, and cybersecurity protections. The Client understands that such disruptions will persist until equivalent hardware, software, or services are restored by the Client or an alternative provider.



5. Support and Response Times


Business Hours Definition: Business Hours are defined as Monday through Friday, 8:00 AM to 5:00 PM Central Time, excluding Federal Holidays.

Ticket Prioritization Criteria: ABT categorizes support tickets based on impact and urgency as follows:

  • Urgent: Critical systems down, business operations halted, or significant financial impact.
  • High: Major functionality impaired, no workaround available, affecting multiple users.
  • Medium: Moderate issue with a workaround or affecting a limited number of users.
  • Low: Minor inconvenience, cosmetic issues, or general request with no impact on operations.


ABT reserves the right to reclassify ticket priority levels if the submitted severity does not align with the above criteria. This allows for efficient resource allocation and ensures timely support for critical issues.


Support requests must be submitted via:


Response Time Commitments (Business Hours Only – M–F, 8am–5pm CST, excluding Federal Holidays):

  • Urgent: 1-hour response, 1–4 hour resolution
  • High: 4-hour response, 2–8 hour resolution
  • Medium: 8-hour response, 72-hour resolution
  • Low: 24-hour response, 7–14 day resolution


The above response windows are guidelines and targets ABT strives to meet. While ABT will make commercially reasonable efforts to meet these SLAs, failure to do so shall not constitute a breach of this Agreement.


After-Hours Support: Emergency escalation requests are subject to additional hourly charges as outlined in Appendix B.


If a support request is not submitted through an approved method (email, portal, or phone) ABT’s SLA timer does not begin until a formal ticket has been created in our system. The most effective way to initiate urgent support is to email support@abtok.com to generate a ticket, then call to follow up for immediate escalation.



6. Data Security and Privacy


Cybersecurity Audit Permission: In the event of a suspected breach or security incident, Client grants ABT permission to conduct an audit of relevant systems. ABT may request access to logs, configurations, and user records to determine the root cause.

Backup Responsibility: Client is responsible for verifying that appropriate backup solutions are in place for all critical data. ABT will make commercially reasonable efforts to implement and monitor backups where contracted, but assumes no liability for data loss unless explicitly stated in a backup agreement.


Acknowledgment of Risk: Client acknowledges that ABT’s recommendations are designed to reduce but cannot eliminate risk. The final decision to accept, reject, or delay implementation of such recommendations resides with the Client.


ABT may implement commercially reasonable safeguards, including endpoint protection, firewall management, 2FA, SOC monitoring, Email Security, and secure backup solutions. The Client acknowledges their role in maintaining best practices and responsible user behavior. ABT will recommend services based on the Client's requests and industry standards. If the Client declines recommended services, they must sign a Risk Acceptance Document. If the Client declines or delays implementation of any such services, they assume full responsibility and liability for any resulting breach, data loss, or cybersecurity incident.


ABT highly recommends that the Client maintain an active cyber liability insurance policy. This insurance is the Client’s responsibility to obtain and manage.


All data shared between the Client and ABT is considered confidential and will not be disclosed to third parties except as required for service delivery or by law.


Security Disclaimer: Client acknowledges that while ABT implements industry-standard and commercially reasonable security practices, no system is entirely immune from cyber threats. ABT shall not be held liable for any data breach, ransomware incident, or cybersecurity compromise, including those resulting from Client’s failure to follow ABT’s recommendations, user error, negligence, systems services or programs that ABT has not been made aware of, or third-party actions outside of ABT’s control.



7. Limitation of Liability


ABT shall not be liable for service interruptions due to internet outages, utility failures, natural disasters, third-party vendor downtime, or other events outside of ABT’s reasonable control.


In no event shall ABT be liable for indirect, incidental, consequential, or punitive damages. Total liability for any claim shall not exceed the total fees paid by the Client to ABT in the month preceding the claim. Client agrees that this limitation of liability reflects a fair and reasonable allocation of risk.



8. Indemnification


Each party agrees to indemnify and hold harmless the other from claims arising out of gross negligence, willful misconduct, or breach of this Agreement.



9. Confidentiality


Both parties agree to maintain the confidentiality of proprietary or sensitive information disclosed during the term of this Agreement.



10. Incident Response


In the event of a cybersecurity incident or data breach, ABT will implement and follow its documented Incident Response Policy. ABT will assist the Client with investigation, containment, recovery, and communication efforts as appropriate. However, ABT does not assume responsibility for forensic investigation, legal compliance, or regulatory notifications unless otherwise agreed in writing.



11. Miscellaneous


Electronic Signatures: This Agreement may be executed electronically and in counterparts. Electronic signatures shall be considered legally binding and enforceable as originals.


Force Majeure: Neither party shall be liable for failure or delay in performing obligations under this Agreement if such failure is caused by events beyond reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, labor strikes, pandemics, or government restrictions.


Sales Tax Responsibility: Client is responsible for any applicable sales tax unless a valid tax exemption certificate is provided to ABT.


Official Communication Channels: Support and service requests must be submitted through ABT’s approved channels. ABT is not responsible for delays or failures to act on requests communicated through unofficial means.


Arbitration: Any controversy or claim arising out of or relating to this Agreement shall be settled by binding arbitration in accordance with the rules of the American Arbitration Association. Judgment on the award may be entered in any court having jurisdiction.


Marketing Consent: Client agrees that ABT may include Client’s name and logo in lists of clients or marketing materials, unless Client requests removal in writing.

  • ABT is not responsible for the performance, availability, or support of third-party services, hardware, or software not provided or managed by ABT, including any delays or losses caused by such vendors.
  • Any services requested by Client that fall outside of this Agreement’s defined scope must be documented in a separate Statement of Work (SOW) and may be subject to additional fees and timelines.
  • Client agrees not to solicit or hire any employee or contractor of ABT during the term of this Agreement and for twelve (12) months thereafter without prior written consent.
  • ABT reserves the right to adjust service rates upon thirty (30) days’ written notice. Any changes will not affect current term pricing but will apply to subsequent renewals.
  • If legal action is required to enforce this Agreement or collect unpaid amounts, the prevailing party is entitled to recover its reasonable attorney’s fees and costs.
  • This Agreement is governed by the laws of the State of Oklahoma.
  • All disputes shall be resolved in Kay County, OK.
  • Any waiver must be in writing.
  • Modifications must be agreed to in writing by both parties.



12. Appendix A: Offboarding Policy Summary


The Client must submit a formal offboarding request per the Client Handbook and settle all outstanding fees. After the termination date, ABT may permanently delete Client data unless otherwise arranged. Transfer of licenses, passwords, and backups is the Client’s responsibility unless a separate engagement is agreed upon.


Any and all internal documentation, network maps, system notes, configurations, credentials inventories, or any other material created by ABT for internal use in supporting the Client is considered proprietary information and intellectual property of ABT Solutions. This material is not included in standard offboarding and may be made available to the Client at ABT’s discretion for a mutually agreed-upon fee.



13. Appendix B: Rate Schedule

  • Standard Hourly Rate: $125/hr
  • Emergency/After-Hours Rate: $250/hr
  • Equipment Setup (Non-ABT): $200/device