Managed Services Agreement
Last updated October 5, 2026
This Managed Services Agreement (“Agreement”) is entered into by and between Tawney & Associates, LLC (“Provider”) and the undersigned client (“Client”). Provider and Client (together, the “Parties”) agree to be bound to the terms of this Agreement, the consideration for which is expressly acknowledged and agreed to by both Parties. This Agreement is effective on the date it is signed (“Effective Date”).
Whereas, Provider is a technology concierge company;
Whereas, Client desires to utilize the services of Provider;
Whereas, Provider desires to provide such services to Client, subject to the terms and conditions contained in this Agreement;
Now therefore, the Parties agree as follows:
Engagement
Client hereby engages Provider, and Provider accepts such engagement to perform services for Client, subject to the terms contained in this Agreement.
Term
The term of this Agreement begins on the Effective Date and continues until terminated pursuant to the provisions of the Termination section of this Agreement (“Term”).
Scope of Services
Provider is a technology concierge company. Provider may provide a wide range of services, including but not limited to the following: assistance with selecting technology items such as laptops, phones, and tablets for Client to purchase; setting up technology items; networking of Client’s various technology items; assistance with in person visits and/or phone calls with other technology professionals; engaging other technology professionals on Client’s behalf, including making appointments for Client’s technology items to be serviced; designing and maintaining websites on behalf of Client; creating and maintaining social media accounts on behalf of Client; and such other services as Client may request and Provider agrees to perform (“Services”). Client will communicate with Provider regarding what services Client desires Provider to perform.
Response Time
For members, Provider guarantees a timeframe in which Provider will respond to Client’s message or inquiry (“Response Time”). Provider is not guaranteeing that a particular technology problem will be resolved within the Response Time. Provider is only guaranteeing that it will respond to Client and will attempt to resolve the issue or will begin the process of resolving the issue. (By way of example only, within the Response Time, Provider may identify that Client’s laptop is affected by a hardware issue and may make an appointment to go with or on behalf of Client to the Apple Genius Bar so that Apple can work to resolve the hardware issue.)
Compensation
Client will pay Provider the currently published prices for Client’s level of ongoing membership and/or will pay Provider the hourly rate of $150.00 per hour, subject to any discounts afforded to Client. Prices are subject to change. Provider may notify Client of any price changes in any way Provider sees fit, including but not limited to email, phone call, text message, and/or oral conversation. If Client is notified of a price change, the change will take effect the next time Client is billed, pursuant to the Billing for Memberships, Billing for Hourly Services, or Pass-Through Costs sections of this Agreement.
Billing for Memberships
To become a member, Client must select a membership tier and pay for the first month of Services. Membership plans are billed monthly on the day of the month that Client becomes a member. Payments for memberships will be made through Stripe or another outside vendor and will renew automatically until cancelled. (For purposes of clarity and by way of example, if a client pays for their first month of membership on January 3rd, their membership will renew automatically on February 3rd, March 3rd, and so on.) By subscribing, Client authorizes Provider to charge the payment method on file at the start of each billing period.
Billing for Hourly Services
Provider may perform Services for Client on an hourly basis regardless of Client’s membership status. The amount of time Provider works for Client will be rounded to the nearest tenth of an hour. For members, Provider will charge the payment method on file for Services performed on an hourly basis. For non-members, Provider will send Client an invoice for any hourly services performed. Regardless of membership status, an invoice sent to Client is due immediately upon receipt and will start incurring late fees 30 days after the date of the invoice.
Pass-Through Costs
Client acknowledges the possibility there may be costs incurred specifically for Client, including but not limited to costs for hardware, software, and/or vendor services (“Pass-Through Costs”). Client agrees to pay all Pass-Through Costs, including any applicable taxes, convenience fees, and/or shipping and handling fees. Provider may require Client to provide a credit or debit card, which will be charged directly for these Pass-Through Costs at the time of purchase. On the occasion that Provider pays the cost upfront, Provider will invoice Client for the total amount of the Pass-Through Costs. For members, Provider will charge the payment method on file to satisfy the invoice for Pass-Through Costs. Regardless of membership status, an invoice is due immediately upon receipt and will start incurring late fees 30 days after the date of the invoice.
Failure to Pay
Regardless of Client’s membership status, any unpaid balance will accrue a late fee of 3% per month on the outstanding principal balance, calculated and compounding monthly until paid in full. If Client fails to pay amount owed to Provider pursuant to the Billing for Memberships, Billing for Hourly Services, or Pass-Through Costs sections of this Agreement, Provider reserves the right to suspend Services until the unpaid amount and any accrued interest have been paid in full. In the event collection processes are instituted to collect any amounts due from Client, Client will pay the costs of collection plus reasonable attorney fees.
Termination
This Agreement may be terminated by either Party at any time. The terminating Party must provide written notice to the other Party, which may be provided in any written form, including but not limited to e-mail or text message. All terms will survive the termination of this Agreement. Upon termination of this Agreement, Client will be obligated to pay Provider compensation earned up to the date of termination as well as compensation for any final “wrap up” work Client requests. For members, termination takes effect at the end of the billing period in which Client provided notice of termination and Client’s plan will remain active through the end of that billing period.
Refunds
Amounts paid for memberships and/or hourly Services are non-refundable. Further, Memberships are not refundable for partial months.
Rights
Client is the sole owner of all rights, title, and interest in and to Client’s data. Client grants Provider a limited license to use such data solely for the purpose of providing Services under this Agreement.
Client’s Responsibilities
Client agrees to give Provider accurate information, reasonable access to the applications and systems Client has asked Provider to work on, and the authority for Provider to work on these applications and systems. It is Client’s responsibility to keep current backups of Client’s data and passwords. Provider is not responsible for lost, stolen, corrupted, or breached data. Client is responsible for obtaining and maintaining any necessary licenses and permits.
Confidentiality
Both Parties agree to keep confidential any proprietary information disclosed during the course of this Agreement, including but not limited to business plans, financial information, and technical data. Provider will not access, use, or disclose Client data except as necessary to provide Services or as required by law.
Intellectual Property of Provider
Any custom scripts, software, applications, documentation, or other materials created by Provider in the course of providing Services to Client remain the intellectual property of Provider. Client agrees not to reverse engineer or create derivative works based on Provider’s intellectual property or to use Provider’s intellectual property for any purpose not expressly permitted by this Agreement.
Remote Access
If Client requests Provider to have remote access, Client grants Provider the absolute, unrestricted, and continuous license and permission to remotely access, monitor, configure, and control Client’s networks, servers, workstations, software, accounts, applications, and devices (“Systems”) at any time, with or without prior notice to Client. This access is granted to facilitate proactive maintenance, troubleshooting, and general support services. Provider is authorized to install, deploy, and maintain its choice of attended or unattended remote monitoring and management software, agents, and administrative tools across Client’s Systems. Provider will not be held liable for any operational interruptions, data transmission errors, or system downtime that may occur during or as a result of any remote session or automated maintenance event.
Privacy on Provider’s Website
In order for Provider to serve Client, including but not limited to scheduling and preparing for visits with or on behalf of Client, processing Client’s payments, sending receipts to Client, responding to Client’s messages, and/or keeping Client informed about Client’s account, Provider’s website will store relevant data regarding Client. Provider will not sell Client’s data or personal information to any third party. Client may request to see the information Provider is holding about Client, correct such information, or delete it. If requested, Provider will delete information about Client other than information required to meet tax, accounting, and/or legal obligations. If Client requests to see, correct, or delete such information, Client must request this from Provider in writing.
Independent Contractor
It is understood that Provider’s status under this Agreement is that of an independent contractor and that any and all persons engaged by Provider in performing its obligations under this Agreement will not be deemed employees of Client.
Changes to This Agreement
Provider may, at its sole discretion, update the terms of this Agreement at any time. Before any update is made to the terms of this Agreement, Provider will give Client written communication regarding the update(s). Client’s continued use of Provider’s Services constitutes Client’s agreement to the update(s).
Representations and Warranties
Each Party represents and warrants that it has the right to agree to the terms of this Agreement and that no other person or entity has the right to preclude the Party from doing so.
Force Majeure
Provider is not liable for any failure or delay in performing an obligation under this Agreement that is due to any of the following causes, to the extent beyond its reasonable control: acts of God; accident; terrorist act; active shooter; epidemic; pandemic; quarantine; civil commotion; breakdown of communication facilities; breakdown of web host; breakdown of internet service provider; natural catastrophes; strikes; lockouts; labor conditions; fire; explosion; generalized lack of availability of raw materials or energy; governmental acts or omissions; civil disturbance; riot; war; armed conflict whether or not there has been an official declaration of war; the enactment of any law; the issuance of any executive or judicial order or decree; disability of Provider; and/or the failure of the hardware, software, or services of a third-party; or other similar occurrence (“Force Majeure Event”).
Arbitration
Any controversy or claim arising out of or relating to this Agreement or any breach thereof will be settled by arbitration in accordance with the Rules of the American Arbitration Association, and judgment upon the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The Parties hereby agree that any Party may attend such arbitration by remote video technology, including but not limited to Zoom. Each party will bear its own costs. The determination of the arbitrator(s) in such proceeding will be final, binding, and non-appealable.
Governing Law
The laws of the State of Tennessee will govern the validity, construction, interpretation, and effect of this Agreement and all rights and obligations of, and disputes between the Parties arising out of or related to this Agreement or the transaction(s) contemplated hereby, whether in contract, tort, or otherwise, without regard to the principles of conflicts of laws or choice-of-law principles of the State of Tennessee. Any and all disputes arising out of or related to this Agreement will be subject to the exclusive jurisdiction of the state and federal courts of the State of Tennessee.
Assignment
Client is not permitted to assign its rights or obligations under this Agreement.
Disclaimer of Liability
When Provider is working on site at Client’s home, business location, and/or other location where Provider goes with or behalf of Client, Provider will not be responsible or liable for any personal injury to Client or anyone else on the premises, or for injury to, damage of, loss of, or theft of personal property of Client or any other person or entity regardless of the cause of such injury or damage. Further, some work involves products and services from third parties, including but not limited to internet service providers, device makers, and software vendors. These third parties have their own prices, terms, and policies, including data policies. Provider is not responsible for third party’s prices, terms, and/or policies or for their performance. Provider is not liable for any failures, data breaches, or issues arising from hardware, software, and/or services of a third party. Provider uses reasonable care but does not guarantee absolute safety against cyberattacks, theft, or the failure or misfunction of hardware, software, applications, or any product or service. Provider’s Services are performed on a best-effort basis. Provider does not provide a warranty of any particular outcome. Additionally, Provider will not be liable for any indirect, consequential, incidental, special, or punitive damages, including but not limited to business interruption or the loss of profits, revenue, data, or use, arising out of or in connection with Services, even if advised of the possibility of such damages.
Indemnity
Client agrees to indemnify, defend, and hold harmless Provider and its members, officers, contractors, directors, agents, employees, representatives, assigns, licensees, associates, and affiliates and each of them jointly and individually, from and against any and all losses, costs, damage, liability and expense, including reasonable attorneys’ fees and related costs, arising out of or resulting from Client’s data, use of Provider’s Services, breach of this Agreement, Client’s negligent acts or omissions, Client’s violation of any laws or regulations, and/or claims related to Client’s business operations or decisions made based on the Services provided, including but not limited to claims of defamation, infringement of copyright or other intellectual property rights, invasion of privacy, or other proprietary rights. Provider accepts no liability for the content of any of Client’s data. This indemnification will survive the termination of this Agreement.
Limit of Liability
Client agrees that the maximum amount of damages it is entitled to receive from Provider in any claim of or relating to this Agreement and/or the Services provided herein, whether in contract, tort (including negligence), or otherwise, will not under any circumstances exceed the amount paid by Client to Provider for the specific task at question. For the avoidance of doubt, if there is a dispute regarding calculating “the amount paid by Client to Provider for the specific task at question,” this amount will under no circumstances exceed the amount paid by Client to Provider for the three (3) months prior to date of Client notifying Provider of the issue.
Entire Agreement
This Agreement constitutes the entire agreement between the Parties and supersedes all prior and contemporaneous agreements, and may not be amended, altered, or changed without written consent by both Parties and/or their authorized representatives.
Severability
If any provision of this Agreement or any portion thereof is determined by a court of competent jurisdiction to be invalid, unlawful, or unenforceable for any reason, the validity of the remaining provisions will in no way be affected or impaired.
No Waiver
Failure of Provider to exercise any rights will not constitute a waiver of those rights.
Signatures
It is anticipated that this Agreement will be signed electronically. An electronic signature will have the same force and effect as a manually executed signature.