Master Services Agreement

Thank you for trusting Club Solutions Group, LLC, a New Jersey limited liability company ("Club Solutions Group," "we," "us," or "our") to provide your club with professional information technology services and strategic technology consulting. This Master Services Agreement (this "Agreement") governs our business relationship with you (the "Client," "you," or "your"), so please read it carefully and retain a copy for your records.

 

1. SCOPE

a. Context. This Agreement applies when you accept a Quote, Proposal, Service Order, Statement of Work, or other service-related document from Club Solutions Group (collectively, a "Quote"). This Agreement contains provisions requiring arbitration of disputes, limitations of liability, and automatic renewal of services. Please read these terms carefully before accepting a Quote.

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b. Scope of Services. This is a "master" agreement. Specific services are described in each Quote. We provide information technology services tailored to private clubs, including but not limited to:

• IT infrastructure support and help desk services

• Network and endpoint security

• Backup and disaster recovery

• Compliance assessments (e.g., CMMC, PCI)

• Operational technology consulting for club management software

• Weather-integrated analytics and forecasting

• Hardware provisioning and management

• Strategic IT planning for club operations

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We may also act as a managed service provider (MSP) to your club, assuming end-to-end responsibility for IT management under a managed services agreement.

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c. Services Guide. Details about how we deliver services are found in our Services Guide. This includes service level commitments, renewal terms, escalation procedures, and responsibilities of each party. If you have questions about a Quote or the Services Guide, please ask before signing.

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d. Third Party Services. Some services may be delivered using third party vendors ("Third Party Providers"). These might include cloud backup vendors, cybersecurity platforms, or endpoint management tools. We will facilitate and manage these services on your behalf, but the underlying service is provided by the Third Party Provider. We are not liable for failures or defects in services provided directly by these vendors.

 

2. IMPLEMENTATION

a. Advice; Instructions. When we provide advice—such as upgrading Wi-Fi infrastructure, implementing access controls, or adopting secure POS practices—you agree to follow our guidance. Failure to do so may result in service limitations or increased risks for which we are not responsible.

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b. Co-Management. If your club uses an internal IT team or another provider ("Co-Managed Provider"), we will collaborate as needed. However, we are not responsible for issues caused by their actions. In case of conflict, their instructions will take precedence if directed by you.

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c. Scheduling and Access. We will provide services in a scheduled manner. Your designated club contacts ("Authorized Contacts") must be available to make decisions and approve changes. You grant us and our partners access to your IT systems as necessary to deliver services.

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d. Legacy Systems. Many private clubs operate legacy systems that are no longer supported by their vendors. We will work with you to upgrade where feasible, but we are not liable for failures related to unsupported software, outdated hardware, or infrastructure that does not meet modern security standards.

 

3. FEES AND PAYMENTS

Fees are outlined in each Quote. You agree to pay:

• Managed services fees (typically monthly recurring)

• One-time project or setup fees

• Licensing and third-party costs (e.g., per-seat software)

• Out-of-scope hourly charges, as applicable

Invoices are due upon receipt unless otherwise stated. Late payments may incur interest. Services may be suspended if fees are not paid.

 

4. TERM AND TERMINATION

This Agreement becomes effective when you accept a Quote. It will remain in effect until terminated. Each Quote will define its own term and renewal period. Unless otherwise stated, managed services Quotes automatically renew unless either party gives thirty (30) days' notice of non-renewal.

Early termination without cause may result in a termination fee equal to the remaining balance on the contract. Access licenses purchased on your behalf are non-cancellable and must be paid in full.

 

5. WARRANTIES AND LIABILITY

All services are provided "as is" unless otherwise specified. We warrant that services will be delivered in a professional and workmanlike manner. We do not warrant third-party services or software.

Our liability is limited to the fees you paid us for the affected service in the six (6) months prior to the claim. We are not liable for indirect damages such as lost revenue, data loss, or service interruptions.

 

6. CONFIDENTIALITY

Each party agrees to maintain the confidentiality of the other party's proprietary information. This includes but is not limited to club member data, internal processes, and vendor relationships. Confidentiality survives termination.

 

7. GOVERNING LAW AND ARBITRATION

This Agreement is governed by the laws of the State of New Jersey. Except for fee collection actions, all disputes shall be resolved by binding arbitration in Essex County, NJ under the commercial arbitration rules of the American Arbitration Association (AAA).

 

8. MISCELLANEOUS

• We are an independent contractor.

• The Services Guide, accepted Quotes, and this Agreement form the full agreement.

• Services provided during emergencies or requiring rush delivery may incur additional fees.

• Neither party is liable for delays due to force majeure events.

• We reserve the right to modify the Services Guide as needed.

 

Last Updated: May 2025