Real People CRM Solutions
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Master Service Agreement

This agreement governs all engagements between Real People CRM Solutions LLC and its clients.

1. Scope of Work

Company will provide CRM implementation, consulting, and support services as outlined in specific Quotes or Statements of Work (SOW). Each SOW is part of this Agreement. If there is a conflict, the SOW takes precedence for the specific project.

2. Fees and Payment

  • Invoicing: Invoices will be sent according to the schedule in the SOW.
  • Payment Terms: All invoices are due within 30 days.
  • Late Fees: Overdue payments may accrue interest at 1.5% per month. Company may suspend services if an invoice is more than 15 days late.

3. Intellectual Property

  • Deliverables: Upon full payment, Client owns the unique configurations and reports created specifically for them.
  • Background IP: Company retains ownership of its pre-existing tools, templates, and methodologies. Company grants Client a license to use these only as part of the Deliverables.

4. Client Responsibilities

Project timelines depend on Client cooperation. Client must provide:

  • Access: Admin access to necessary software and data within 5 business days of request.
  • Feedback: Review and approvals within 5 business days.
  • Delays: If Client delays cause a project stall, timelines will be extended accordingly.

5. Data Privacy & Security

  • Ownership: Client owns all customer data. Company processes this data solely to provide services.
  • Security: Company will use commercially reasonable safeguards to protect Client data.
  • Liability: Company’s total liability for any data-related claim is limited to the fees paid by Client in the 12 months prior to the claim.

Restricted Data and HIPAA Compliance

Client acknowledges that Company’s role is strictly limited to the architectural configuration and technical setup of the CRM environment.

  • No Access to PHI: Company shall not have access to, nor shall it store, maintain, or transmit, any “Protected Health Information” (PHI) as defined by the Health Insurance Portability and Accountability Act (HIPAA). Client is strictly prohibited from providing Company with access to any live environment containing PHI or submitting PHI to Company via support tickets, email, or any other communication channel.
  • Architectural Role Only: Client acknowledges that while Company may configure the CRM to enable Client’s HIPAA compliance (e.g., turning on encryption or audit logs), the ultimate responsibility for HIPAA compliance, data encryption settings, and the execution of a Business Associate Agreement (BAA) with the software provider (e.g., HubSpot) rests solely with the Client.
  • No Business Associate Relationship: Because Company does not “create, receive, maintain, or transmit” PHI, the parties agree that Company is not a “Business Associate” of Client as defined by 45 CFR § 160.103. Accordingly, Company shall not be required to execute a Business Associate Agreement (BAA).
  • Indemnification: Client shall indemnify and hold Company harmless from any claims, fines, or damages arising from Client’s accidental or intentional disclosure of PHI to Company or for Client’s failure to maintain HIPAA compliance within the configured environment.

6. Termination

  • Convenience: Either party may terminate with 30 days’ notice if no projects are active.
  • For Cause: Either party may terminate immediately if a material breach is not fixed within 10 days of notice.

7. Governing Law

This Agreement is governed by the laws of the State of New York.