Norvet MSP Master Invoice Terms & Conditions

Effective Date: 7/13/2023

Applies To: All invoices issued by Norvet MSP (“Norvet,” “we,” “us,” “our”) to any customer, client, prospect, user, or entity billed (“Customer,” “you,” “your”), and (where stated below) to any subcontractor or third party performing work for Norvet.

1. Required Invoice Header Language

Place the following line prominently on all invoices (header or payment terms section):

Payment of this invoice constitutes acceptance of Norvet MSP Invoice Terms & Conditions available at norvetmsp.com/invoice-terms.

2. Agreement to These Invoice Terms

2.1 Binding Effect. These Invoice Terms are incorporated into and govern every invoice issued by Norvet. You accept and agree to these Invoice Terms by any of the following (each is independently sufficient):

(a) requesting, authorizing, or accepting any services, deliverables, support, monitoring, licensing, procurement, or work from Norvet;

(b) accepting or using any deliverables, access, configurations, credentials, documentation, reports, or service outputs;

(c) paying (in whole or part) any invoice; or

(d) continuing to receive services after notice that these Invoice Terms apply.

2.2 Order of Precedence. If you have a separate written master agreement, managed services agreement, statement of work, or other contract signed by authorized signatories of both parties (an “MSA/SOW”), then:

(a) these Invoice Terms supplement the MSA/SOW; and

(b) only in the event of a direct conflict on a specific point, the signed MSA/SOW controls for that specific point, and these Invoice Terms control for all other matters.
For Customers without a signed MSA/SOW, these Invoice Terms are the governing agreement for invoicing, payment enforcement, suspension rights, collections, and risk allocation described herein.

2.3 No Oral Modifications. No verbal statement, email thread, text message, chat, or “understanding” modifies pricing, scope, due dates, suspension rights, or risk allocation unless set forth in a written Change Order or amendment signed by Norvet’s authorized signatory.

3. Net 30 Payment Terms and No Setoff

3.1 Strict Net 30. Unless the invoice states a shorter deadline, all invoices are due Net 30 (30 calendar days from the invoice date). Time is of the essence.

3.2 No Withholding / No Setoff. You may not withhold payment, set off amounts, or delay payment due to any dispute, ticket, alleged service issue, third-party outage, internal procurement delays, or “waiting on approval.” Disputes must follow Section 5, and undisputed amounts must be paid on time.

3.3 Payment Methods. You must pay via the method(s) stated on the invoice (e.g., ACH, check, approved card/portal). Any payment plan or alternate method must be in a written agreement signed by Norvet.

3.4 Taxes and Pass-Through Charges. You are responsible for all applicable taxes, regulatory fees, and pass-through vendor costs unless expressly stated otherwise in writing.

4. Late Charges, Interest, Acceleration, and Returned Payments

4.1 Interest on Late Payments. Any amount not paid by the due date accrues interest at 1.5% per month (18% per annum), or the maximum rate permitted by law if lower, starting on the due date until paid in full.

4.2 Acceleration. If any invoice is past due, Norvet may declare all unpaid invoices and all remaining amounts due for the then-current billing period (and any committed term amounts, if applicable under a signed MSA/SOW) immediately due and payable.

4.3 Application of Payments. Norvet may apply payments in any order, including (without limitation):
(1) collection costs and enforcement expenses; then (2) interest/late charges; then (3) principal; then (4) other fees/costs.

4.4 Returned Payments / Chargebacks. Returned checks, rejected ACH, payment reversals, or chargebacks constitute non-payment. You are responsible for all bank/processor fees and Norvet’s administrative time at Norvet’s then-current rates.

5. Invoice Disputes Are Time-Barred

5.1 Short Dispute Window. You must notify Norvet in writing of any invoice dispute within 10 business days after receiving the invoice, identifying the specific line item(s) disputed and the basis.

5.2 Waiver. If you do not dispute an invoice within the time allowed, the invoice is deemed final, valid, and accepted, and you waive any right to contest it.

5.3 Pay Undisputed Amounts. You must pay all undisputed amounts on time regardless of any dispute.

6. The 15-Day Security Kill-Switch and Immediate Suspension

6.1 Immediate Suspension Trigger. If any invoice is 15 days past due, Norvet may, at its sole discretion, immediately suspend or materially limit some or all services, with no further notice required, including but not limited to:

security monitoring (SOC/MDR/XDR), alerting, threat detection, log collection, and response actions;

patching, backup monitoring, admin work, helpdesk, identity protections, email security, endpoint controls;

access to portals, dashboards, reports, ticketing, and support channels; and/or

vendor coordination and escalation.

6.2 No Liability During Suspension. You acknowledge and agree that suspension may create increased operational and cybersecurity risk. Norvet has zero liability for any security incident, compromise, breach, business interruption, data loss, failed detection, missed alert, ransom event, or consequential harm occurring during any period of suspension or limitation due to non-payment, to the maximum extent permitted by law.

6.3 Fees Continue to Accrue. Suspension does not excuse payment obligations. All recurring fees continue to accrue during suspension unless Norvet states otherwise in writing.

6.4 Reinstatement. Norvet may require (a) payment in full of all past-due amounts, (b) a reinstatement fee, and (c) updated security baselining/validation before restoring services. Restoration timelines are not guaranteed.

7. Shared Responsibility and Client Negligence Allocation

7.1 Shared Responsibility Model. You acknowledge that cybersecurity and IT resilience are shared responsibilities. Norvet provides services, tooling, and guidance; you control your users, approvals, budget decisions, and internal compliance.

7.2 Refusal or Disabling of Security Controls = 100% Customer Risk. If you refuse, delay, do not approve, do not fund, or disable any security control, requirement, recommendation, or baseline measure (including without limitation MFA, conditional access, patching, endpoint controls, backups, least privilege, security awareness training, password policy, or incident response steps), then:

(a) you assume 100% of the risk of resulting compromise, breach, loss, or outage;

(b) Norvet is held harmless from any resulting claims, losses, or third-party demands; and

(c) you remain fully responsible for all fees and charges.

7.3 Customer Indemnity for Negligence. You must defend, indemnify, and hold harmless Norvet and its officers, owners, employees, agents, and service providers from and against any claims, damages, fines, penalties, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to:

(a) your failure to implement required or recommended security controls;

(b) your users’ actions (including credential sharing, phishing clicks, unsafe browsing, shadow IT);

(c) your failure to follow Norvet’s security protocols, training, or incident-response instructions; or

(d) any inaccurate, incomplete, or outdated information you provide that impacts security or service delivery.

8. Subcontractor and Third-Party Provider Protections

8.1 Use of Subcontractors and Third Parties. Norvet may use subcontractors, vendors, distributors, cloud providers, and third-party platforms to deliver services. You authorize Norvet to share necessary access and data with them to perform services.

8.2 Third-Party Failures. Norvet is not responsible for outages, breaches, service interruptions, API failures, licensing changes, or security failures caused by third-party providers, telecommunications carriers, hosting providers, or cloud platforms, except to the extent directly caused by Norvet’s willful misconduct as determined by a final court order.

8.3 No Unauthorized Promises. No subcontractor, vendor, agent, or individual employee has authority to modify scope, pricing, credits, or liability terms. Norvet is not bound by any “side deal,” promise, or concession unless documented in a signed Change Order by Norvet’s authorized signatory.

8.4 No Unauthorized Subcontractor Contact With Clients. To prevent confusion, fraud, solicitation, and liability:

(a) Only Norvet-designated contacts may communicate with you regarding billing, scope, renewals, contract terms, or disputes, unless Norvet expressly authorizes otherwise in writing.

(b) If any person claiming to be a Norvet subcontractor or representative contacts you directly to discuss pricing, payment, disputes, “moving providers,” credentials, or to request direct payment, you must notify Norvet immediately.

(c) Norvet is not liable for, and does not ratify, any unauthorized communications or commitments made outside authorized channels.

9. Subcontractor Bonding and No-Withholding Rule

This section is intended to prevent “hostage” behavior and applies as follows:

9.1 Automatic Binding of Subcontractors. Any subcontractor, vendor, independent contractor, or third-party service provider (a “Subcontractor”) that (a) performs any work for Norvet related to a Customer, or (b) receives any payment from Norvet in connection with such work, is deemed to have accepted and is bound by this Section 9.

9.2 No Hostage Conduct. Subcontractors are strictly prohibited from withholding, encrypting, deleting, disabling, delaying, or refusing to transfer any Customer-related data, admin access, documentation, credentials, configurations, logs, backups, tenant access, or reasonable transition support due to a payment dispute with Norvet or any other commercial disagreement.

9.3 Transition Cooperation Mandate. Upon request by Norvet, Subcontractors must promptly cooperate in service transitions and provide all information and access reasonably required to maintain continuity and security.

9.4 Enforcement. Any violation of this Section 9 constitutes a material breach and authorizes Norvet to pursue immediate injunctive relief and to withhold, offset, or claw back payments to the extent permitted by law and applicable agreements.

10. Collections, Attorneys’ Fees, and Costs

10.1 Collection Costs. You are responsible for all costs of collection and enforcement, including but not limited to reasonable attorneys’ fees, court costs, expert fees, filing fees, and collections agency fees.

10.2 Credit Actions. Norvet may report delinquent accounts to credit bureaus or commercial credit reporting services and may assign accounts for collection.

10.3 Interest Continues. Interest continues to accrue during collection efforts and any payment plan unless Norvet agrees otherwise in writing.

11. Limitation of Norvet Liability Related to Billing Enforcement

11.1 No Consequential Damages. To the maximum extent permitted by law, Norvet is not liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost revenue, business interruption, loss of data, loss of goodwill, or replacement costs arising from or related to invoicing, payment enforcement, or suspension.

11.2 Suspension Consequences Accepted. You agree that Norvet’s suspension/limitation of services for non-payment is a commercially reasonable remedy and that you assume all resulting risk.

12. Governing Law, Venue, and Jury Trial Waiver

12.1 Governing Law. These Invoice Terms are governed by the laws of the State of Georgia, without regard to conflict-of-law rules.

12.2 Exclusive Venue. Any dispute arising out of or relating to an invoice, these Invoice Terms, collections, or payment enforcement must be brought exclusively in the state or federal courts located in DeKalb County, Georgia, and the parties consent to personal jurisdiction and venue there.

12.3 Waiver of Jury Trial. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ANY RIGHT TO A JURY TRIAL IN ANY ACTION OR PROCEEDING ARISING OUT OF OR RELATING TO THESE INVOICE TERMS OR ANY INVOICE.

13. Miscellaneous

13.1 Severability. If any provision is held unenforceable, the remaining provisions remain in full force and effect and will be enforced to the maximum extent permitted.

13.2 No Waiver. Norvet’s failure to enforce any provision is not a waiver of future enforcement.

13.3 Updates. Norvet may update these Invoice Terms from time to time by posting the updated version on the invoice-terms page. The version in effect on the invoice date applies unless Norvet states otherwise in writing.