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Master Services Agreement (MSA)

ZBrains: Your Trusted Business Technology Partner – Terms and Conditions Explained

Revised: 7/1/2023

Thank you for choosing ZBrains as your business technology partner. We look forward to being of service to you, and maintaining a long-term relationship with your company.  

We would like to take this opportunity to explain our policies in detail to more clearly define our business relationship. Please review the following terms and conditions and send a signed copy to us. This contract does not commit you to using our consulting services, but explains our policies when our services are utilized.


What We Bill For 

Contract/Project Work 

Most of our work is performed per a lump-sum fixed contract. A proposal and statement of work will be created prior to the project with a fixed price. The statement of work will be the complete definition of all work to be performed by ZBrains. No changes in the statement of work will be allowed after work has begun unless negotiated with ZBrains.  

All work outside of the statement of work is billed hourly and not subject to a fixed price. During the project, progress invoices will be generated on a weekly basis as per the schedule of values on the proposal for the project. When a milestone is completed, a final invoice for the milestone will also be generated. Any pre-payments made will be applied prior to the invoice being sent. 

Hourly Work 

All of our time for developing, installing, training, configuring, upgrading, or customizing software is billable at our hourly rates below. All software is sold “as is” and may contain bugs or imperfections. Diagnosing and correcting issues may require multiple attempts. Our time to diagnose and resolve an issue may include off site research or testing, and communication with software publishers. Time communicating with client’s employees, 3rd party vendors, and/or partners is also billable.  In the event that the client, third party vendor, or partner misses a scheduled meeting without providing prior notice (24 hours), the missed time will still be billable according to the agreed upon rate.

What We Do Not Bill For 

If work needs to be re-done due to an error by ZBrains, the additional work will not be charged to the client. Alternatively, we may restore the system to back out our changes and not charge for our time. If an employee of ZBrains makes a mistake which directly causes additional work to be required by ZBrains, the additional work will not be charged to the client.

Hourly Rates 

For hourly work, invoices for services will be submitted each week per project. Bills are due and payable upon presentation.

As of July 1, 2023, our hourly rates are:

  1. Manager, Director, Executive: $250/hour
  2. Consultant: $195/hour
  3. Engineer: $195/hour

All clients will be notified in advance of any future rate changes. All work performed by ZBrains outside of normal business hours, 8:00 AM to 5:00 PM PST Monday through Friday, when specifically requested by the client, will have an additional charge of 50%/hr charge.



Support Plans 

ZBrains offers several support plan options, including pre-paid hourly blocks of time called ‘Hourly Flex Plan’, and user-based support and/or company-based support called ‘Support Subscriptions’. These plans expire one (1)  year from the date of purchase, and are auto-renewed, unless requested in writing 30 days prior to renewal. ZBrains requires all clients to have an active support plan in order to receive support, with a minimum 8-hour block of time purchased.

User-Based and Company-Based Support Plans (‘Support Subscriptions’)

These support plan types are limited to break and fix work only. ZBrains support plans do not include new development, customization, training sessions, data clean-up, or any other work that is considered “project-based” work. Additional exclusions include major upgrades such as API Version changes and extensive platform upgrades on versions. 

Hourly Support Plans (‘Hourly Flex Plan’)

Hourly support does not have a limit on the scope of services. Before ZBrains uses any hours purchased, we will contact the primary contact for approval.

Telephone Support 

For telephone support calls we round our billable time to the nearest 15 minute increments and bill at our normal hourly rates.

Remote Support 

We are able to use our software to remotely connect to a computer at your location for hands on repair work when necessary. Remote support services are billed at our normal hourly rates, but are subject to a ½ hour minimum charge.

On-Site Support 

Unless otherwise stated, travel time to locations is billed at our normal rate plus mileage.  Our on- site time is subject to a four (4) hour minimum charge. The minimum charge will be applied if an appointment is not cancelled with 24 hour minimum notice. There are also charges for parking or other incidental costs. For locations outside of Southern California, per-diem will also be charged at $60/day.


  1. Los Angeles Area: $95 per visit
  2. Southern California (Bakersfield to San Diego) = $195 per visit
  3. Arizona, Nevada, and Oregon: $495 per visit, excluding airline fees, hotel, and per diem.
  4. All other US Mainland states: $995 per visit, excluding airline fees, hotel, and per diem.

Appointment Types

Dedicated Support

With Dedicated Support, a ZBrains primary point of contact is assigned to you, and you may request work any time by submitting a support ticket. With dedicated support, your requests will be assigned to your dedicated resource. If your dedicated resource is not available and your request is urgent, it will be assigned to another to ensure work is completed timely.

On-Call Support

ZBrains On-Call Support means you you book a specific time which is considered “billable”, whether the time is used or not. You can schedule one-on-one support any time by submitting a ticket. During On-Call Support, a ZBrains agent is available to work directly with you, or on tasks for the chosen project.


If any portion of a ZBrains billing is disputed, such dispute must be submitted to ZBrains by email or other written correspondence within 30 days of the work being performed. The notification must include the date(s) and number of hours being disputed, the ZBrains associate involved, and the reason. Any work not disputed in writing within that time frame will be considered accepted and must be paid in full.

Should a dispute be brought to the attention of ZBrains, every effort will be made to resolve the dispute in a manner acceptable to both parties. During dispute resolution, ZBrains reserves the right to withhold services until an agreement is achieved.

Late Payments 

ZBrains will charge a late fee of 1.5% per month starting 30 days from our invoice date.

Credit Hold 

If any account balance goes beyond 45 days past due, ZBrains will place the account on credit hold and suspend professional services until the matter is resolved. If any account balance goes beyond 60 days past due, we will also suspend software and subscription services until the matter is resolved.


Payment for software is due in advance at the time of order. All software sales and subscriptions are final.

For 3rd party licensing renewals and cancellations, you are also agreeing to Zoho’s subscription policy. It is found on their Terms of Service page under the Fees and Payments heading.

Subscriptions purchased directly from ZBrains, including FieldTech and AgilitySync, require written notice of cancellation.  Terms are monthly or annual and are found per line item in your ZBrains contract. Software renews on the term specified until it is cancelled. Cancellation can be initiated from within the application, or you may request changes to subscriptions by submitting a ticket in our Help Center.

Proposal Notes 

This Master Services Agreement corresponds to a Proposal for your project. Proposal-specific notes are as follows:

Unless otherwise stated, your Proposal expires in 30 days if not approved.

Your Proposal does not include travel time, mileage, or expenses that may be included on your invoice, unless otherwise stated. Additional charges for sales tax and shipping may apply.

Professional services quotations are based upon our current understanding of your project. If we determine the project will take more hours than originally estimated, we will contact you for approval.

If the scope of a project changes during the project, both parties agree to disclose information that would impact the scope of a project and therefore affect the price or the timetable. ZBrains will then prepare a Change Order specifying the details of the additional work.

Professional services and expenses will be invoiced weekly and are payable within thirty (30) days.

Services not specifically listed in scope of services are excluded.

Client Responsibilities  

As requested services are performed on your business applications and network environment, your responsibilities are as follows:

Response Times 

When ZBrains makes a delivery to you, whether it be a document, a feature, or a system, it is expected that feedback will be given within one week. Not doing so will extend the total timeline of the project. A project might have to be rescheduled entirely, if the standard response times are not met. 

Backup & Restore 

The client will have a complete and tested backup on any and all systems prior to the services being performed by ZBrains. If for some reason we may need to restore from a backup, client will provide access to a resource that can operate and restore this information. The client is solely responsible for all costs associated with data recovery or data restoration required in the event a restore is required and full backups are not available. Please do not assume that your backups are working.

Test Environment 

ZBrains recommends the client have a test database and/or a test environment prior to ZBrains performing services or installing additional software. Utilizing a Test Environment will minimize client risk to existing data by utilizing it prior to installing applications or modifications to the production system. ZBrains can create test environments at the client’s request and may require a test environment within the scope of services.

 On-site or Remote Access 

Access to the client environment may be requested and/or need to occur during or after normal business hours and the client will need to make available resources for access to their systems. 

Project Acceptance 

The client is expected to review and verify any ZBrains solutions delivered and/or implemented. ZBrains will require a signature for client acceptance at the completion of the project. If a signature is not given within 30 days from when the scope of the project is completed due to no response by the client, the project will be considered closed and completed.


Terms and Conditions

  1. Any funds paid to ZBrains are non-refundable once work has begun work on the job.
  2. Projects shall not exceed estimated billable hours worth of work (this excludes travel time). Any additional time will need to be purchased at a rate pursuant to our Master Services Agreement (MSA), rounded to the nearest quarter-hour.
  3. ZBrains will not be held responsible for timeline delays caused by Client or its vendors. If project timeline is breached due to delays by Client or its Vendors, project budgets could be increased to account for additional project management and change management.
  4. Professional services quotations are based upon our current understanding of your project. If we determine the project will take substantially more hours than originally estimated, we will contact you for approval.
  5. Projects proposed and agreed upon per signature of this document are considered lump-sum, and will not be subject to change after the scope has been confirmed via signature. In other words, once the scope has been signed off on, individual portions of the scope may not be removed without the written consent of both parties.
  6. Support is defined as supporting the solution as it currently exists, i.e. bugs and existing code. New features and requests will not be included and must be scoped as a separate job.
  7. From the start of development, until the end of the contract with the client, only ZBrains developers will make changes to the code, forms and/or reports. ZBrains will not be held responsible to make changes and alterations to the application should the client make changes to the underlying code throughout development.
  8. If the scope of the project changes during the project, both parties agree to disclose information that would impact the scope of this project and therefore affect the price or the timetable. ZBrains will then prepare a Change Order specifying the details of the additional work.
  9. Services not specifically listed in the scope of services are excluded.
  10. If at any point ZBrains is or Client is unable to move forward on any work related to this project for 30 days due to Client’s own circumstances, ZBrains will place the project on hold. If the project is on hold for between 1-59 days and you wish to re-initiate the project, you agree to pay ZBrains a project re-initiation fee of $700. This fee will be used to reassess your needs in an additional planning phase. If on the 60th day your project has not been removed from hold, this proposal will be considered completed, the project will be closed, and any payments made non-refundable. If you wish to re-initiate the project after this project is closed, ZBrains will send you a new proposal with new payment terms and, potentially, a new scope.
  11. If either party chooses to terminate a project, they must give other parties involved 48 hours of notice before doing so. After this 48-hour period, Client will only be liable for the hours ZBrains has already worked in conjunction with the Schedule of Values Completion. Anything extra will either be refunded or simply not collected. 
  12. Hours purchased for support are usable up to one (1) year from date of purchase. In other words, support plans expire one (1) year after purchase and are no longer usable. If a support request is initiated without a support plan, or it is expired, Client will be routed to the sales department to purchase a new one.
  13. Scheduling of a project  will commence once the corresponding proposal has been signed and the project initiation fee is received by ZBrains. A project start date will be given at that time. The timeline of all projects begins from the project start date.

Need something more? The ZBrains Team is here to support you, please don’t hesitate to contact us any time.

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