Effective Date: May 22, 2025
Last Updated: September 4, 2025
By engaging Data Ladle (“the Company,” “we,” “us,” or “our”), you (“the Client,” “you,” or “your”) agree to this Master Service Agreement (“Agreement”). This Agreement forms a binding contract governing your use of our services. Please read it carefully.
1. Definitions
1.1. Client Data: All data and information provided by the Client or generated on the Client’s behalf in connection with the Services. 1.2. Deliverables: Reports, analytics, or other materials generated by the Platform for the Client as part of the Monitoring Services. 1.3. Hardware: The physical components of the Monitoring System, including sensors, gateways, and related equipment provided by Data Ladle. 1.4. Installation Services: The professional, on-site installation of the Hardware at the Client’s premises as detailed in a Quote or Statement of Work (SOW). 1.5. Monitoring Services: The ongoing services provided by Data Ladle, including access to the Platform, 24/7 system monitoring, data analysis, and the generation of Alerts. 1.6. Monitoring System: The complete end-to-end solution provided by Data Ladle, comprising the Hardware, Platform, and Monitoring Services. 1.7. Platform: The secure cloud software platform used to collect, analyze, and display data from the Hardware. 1.8. Quote: A written proposal or agreement specifying the scope, fees, and terms for the Monitoring System and related Services. 1.9. Services: Collectively, the Installation Services and Monitoring Services provided by Data Ladle. 1.10. Alerts: Notifications sent to the Client via email, text message, or direct phone call when the Monitoring System detects a deviation from predefined operational parameters.
2. Scope of Services
2.1. Services Provided: Data Ladle provides a comprehensive monitoring solution which includes: a. Custom Solution Design: A monitoring solution tailored to the Client’s specific challenges and needs. b. Hardware & Software: Provision of all necessary Hardware and access to the Platform. c. Professional Installation: Professional on-site installation of the Hardware. d. Client Training: Up to one (1) hour of training on the use of the Platform and Monitoring System upon completion of installation. e. Ongoing Monitoring & Management: 24/7 remote monitoring, Platform management, system updates, and technical support. 2.2. Advanced Monitoring: Where specified in the Quote, Monitoring Services may include Advanced Monitoring, wherein Data Ladle will place a direct phone call to the Client in response to critical Alerts to ensure immediate awareness. 2.3. Change Orders: Any changes to the scope of Services require a written Change Order, signed by both parties, and may result in an adjustment of fees. 2.4. Exclusions: Services do not include: (a) any work requiring a licensed electrical contractor, including the installation of new power outlets; (b) the cost of securing permits or licenses required for installation; (c) repairs for damage to Hardware caused by the Client or third parties; (d) any services not explicitly specified in the Quote or SOW. 2.5 Software License Agreements: The Client’s use of software components provided by third-party suppliers, including but not limited to Monit and Swift Sensors, is subject to the respective End-User License Agreements (EULAs) of those suppliers. The Client agrees to comply with the terms of such EULAs. This Agreement governs the overall service delivery, payment terms, and liability, and does not supersede or alter the obligations set forth in the supplier EULAs. 2.6. Dashboard Access: The Client will be provided with access to a secure dashboard as part of the Platform, enabling real-time monitoring, data visualization, and management of the Monitoring System. Access to the dashboard is subject to the terms of this Agreement and the Client’s compliance with their obligations herein.
3. Client Obligations
3.1. Cooperation and Information: The Client shall: a. Provide timely and accurate information required for service delivery, including designated email addresses for account setup and a knowledgeable representative for consultation. b. Provide Data Ladle with necessary Wi-Fi and network credentials for the sole purpose of integrating the Hardware. After successful installation, Data Ladle will not retain direct access to the Client’s internal network. c. Maintain the security of their account credentials for the Platform. 3.2. On-Site Requirements: For Installation Services and any required on-site support, the Client shall: a. Access: Grant Data Ladle personnel access to the premises during standard business hours (Monday–Friday, 9:00 AM–5:00 PM local time), unless otherwise agreed. Any work requested by the Client outside of these hours may incur additional fees. b. Safe Work Environment: Ensure work sites are safe, clear of obstructions, and free from hazards. The Client must disclose any known hazards in writing before work begins. c. Utilities: Provide necessary utilities, such as electricity and internet connectivity, at no cost to Data Ladle. d. Permits and Consents: Be solely responsible for obtaining all necessary permits, licenses, or landlord consents required for the installation of the Hardware.
4. Payment Terms
4.1. Fees: Fees are specified in the Quote in USD and are exclusive of any applicable taxes. 4.2. Payment Schedule: a. Hardware & Installation: Billed upon execution of the Quote, with payment due prior to installation unless otherwise specified. b. Monitoring Services: Billed as a recurring subscription fee. Fees will be charged automatically on a monthly basis to the Client’s authorized payment method. 4.3. Invoice Disputes: The Client must notify Data Ladle of any invoice disputes in writing within 10 days of receipt. 4.4. Late Payments: Overdue payments may accrue interest at a rate of 1.5% per month. Data Ladle reserves the right to suspend Services for overdue accounts.
5. Warranties
5.1. Services: Data Ladle warrants that all Services will be performed in a professional, workmanlike manner in accordance with industry standards. 5.2. Hardware Warranty: Data Ladle provides a one (1) year warranty on all Hardware from the date of installation. This warranty covers defects in materials and workmanship under normal use. Data Ladle will, at its discretion, repair or replace defective Hardware. This warranty does not cover damage caused by misuse, accident, modification, or other external causes.
6. Liability
6.1. Disclaimer of Liability for Client Infrastructure: The Client acknowledges that the Monitoring System is an informational tool designed to provide data and alerts. It is not a preventative or safety device and does not guarantee against equipment failure, property damage, or loss. Data Ladle is explicitly not liable for any damages, losses, or expenses arising from: a. The failure of any of the Client’s equipment, systems, or infrastructure, regardless of whether it was being monitored by the Monitoring System. b. Any incident of water damage, flooding, or leaks at the Client’s premises. c. The Client's failure to respond to an Alert or take appropriate and timely action. The Client retains sole responsibility for the maintenance, repair, and operation of its own property and assets. 6.2. Limitation of Liability: In no event shall Data Ladle’s total liability for any and all claims exceed the total fees paid by the Client for the specific Service giving rise to the claim in the twelve (12) months preceding the event. Data Ladle shall not be liable for any indirect, incidental, special, consequential, or punitive damages. 6.3. Cybersecurity and Network Liability: The Client acknowledges that the Hardware will be connected to its internal computer network. The Client is solely and exclusively responsible for the security of its own internal networks, systems, computer equipment, and overall cybersecurity posture. Data Ladle is not responsible for and explicitly disclaims all liability for any data breaches, cybersecurity incidents, network intrusions, loss of data, business interruption, or any other damages or losses originating from or related to the Client’s network or systems. The Client assumes all risks associated with placing the Hardware on its network and agrees that Data Ladle shall not be held liable for any vulnerabilities, intrusions, or damages that may result, regardless of cause. 6.4. Sensor and Platform Dependencies: The Client acknowledges that the Hardware requires a functional power source (including client-maintained batteries for battery-operated units) and a stable internet connection provided by the Client to function and transmit data to the Platform. Data Ladle is not responsible for any failure of the Monitoring System, interruption of Services, or missed Alerts resulting from the failure of the Client's own infrastructure, including but not limited to power failures (including depleted batteries), internet service disruptions, or changes to the network environment.
7. Data Privacy and Security
7.1. System Administrator Access: The Client understands that to provide the Monitoring Services, Data Ladle will act as a system administrator for the Client’s account on the Platform. This access will be used exclusively for the intended purposes of configuring the Monitoring System, monitoring system health, managing Alerts, and generating reports for the Client. 7.2. Data Usage: Client Data will be used solely for providing and improving the Services. Data Ladle will not use Client Data for its own benefit, nor will it sell, share, or disclose Client Data to any third party, except as required to provide the Services or as compelled by law. 7.3. Protected Health Information (PHI): If the Client’s use of the Services will involve PHI as defined by HIPAA, the Client must notify Data Ladle, and a Business Associate Agreement (BAA) must be executed.
8. Intellectual Property
8.1. Client Data: The Client retains all ownership rights to its Client Data. 8.2. Data Ladle IP: Data Ladle retains ownership of the Platform and all pre-existing intellectual property. The Client is granted a non-exclusive, non-transferable license to access and use the Platform for its internal business purposes during the service term.
9. Service Level Agreement (SLA) – Support
9.1. System Monitoring and Critical Alerts: Data Ladle provides automated 24/7/365 remote monitoring of the Monitoring System. Critical Alerts will be transmitted to the Client at any time, day or night. 9.2. Help Desk Support: The Data Ladle help desk is available for technical support, general inquiries, and non-critical issues during standard business hours (Monday–Friday, 9:00 AM–5:00 PM EST), excluding public holidays. 9.3. On-Site Support: If an issue cannot be resolved remotely, Data Ladle will provide on-site support. The Client agrees to cooperate in good faith with remote troubleshooting efforts before on-site support is scheduled. On-site support will be scheduled based on technician availability and may require several business days to dispatch. 9.4. Platform Availability: Data Ladle commits to a 99.5% uptime for the Platform, excluding scheduled maintenance, failures of third-party cloud providers, or force majeure events.
10. Indemnification
10.1. Client Indemnification: The Client shall indemnify and hold harmless Data Ladle from any claims arising from: (a) Client’s breach of this Agreement; or (b) Client’s negligent or willful misconduct. 10.2. Data Ladle Indemnification: Data Ladle shall indemnify the Client from third-party claims arising from: (a) Data Ladle’s material breach of this Agreement; or (b) infringement by Data Ladle-owned intellectual property.
11. Term and Termination
11.1. Term and Auto-Renewal: All Monitoring Service agreements are for a minimum initial term of one (1) year. To ensure uninterrupted service, this Agreement will automatically renew for subsequent one-year terms. To prevent auto-renewal, the Client must provide Data Ladle with written notice of non-renewal at least thirty (30) days prior to the end of the current term.