Terms of Service

1. Engagement & Acceptance of Terms

By executing a Service Agreement, Statement of Work (SOW), subscribing to a recurring managed IT plan, or authorizing an MTS engineer to access your systems, you affirm that you possess the corporate authority to bind your organization to these Terms. If you do not agree to all terms outlined herein, you must refrain from utilizing our services and notify MTS immediately.

2. Scope of Managed IT & Technology Services

MTS provides commercial information technology solutions categorized into recurring managed service plans and ad-hoc engineering projects:

• Managed IT Services: Proactive 24/7 workstation and server health monitoring, automatic operating system and third-party security patch management, remote helpdesk assistance, antivirus/anti-malware defense, and quarterly strategic technology reviews.
• Cybersecurity Defense: Endpoint Detection and Response (EDR), managed email threat isolation, firewall administration, multi-factor authentication (MFA) enforcement, and employee security awareness training.
• Data Backup & Disaster Recovery: Automated immutable cloud backups, local snapshot replication, recovery point verification, and disaster simulation exercises.
• Structured Cabling & Physical Infrastructure: Low-voltage Cat6/Cat6a and fiber optic cabling, server rack assembly, commercial mesh Wi-Fi design, and network switch deployment.
• AI Readiness & Workflow Automation: Advisory assessments, secure AI tooling adoption frameworks, and business process automation integration.

3. Service Boundaries & Out-of-Scope Items

Unless expressly incorporated into a signed Schedule of Covered Services, the following items are considered out-of-scope and will be billed separately at our prevailing professional service rates with prior written client approval:

• Physical hardware replacement costs, commercial software licensing fees, and third-party cloud consumption charges (e.g., Microsoft 365, AWS, Azure subscriptions).
• Remediation of physical damage caused by floods, fires, lightning strikes, electrical power grid surges without surge protection, or physical vandalism.
• Support for obsolete, end-of-life (EOL) operating systems or hardware unsupported by the original manufacturer (e.g., Windows 7, Windows Server 2008).
• Unauthorized modifications or configurations executed by unapproved third-party vendors without prior notification to MTS.

4. Client System Access, Credentials & Authorization

To perform proactive maintenance and rapid emergency troubleshooting, Client grants MTS authorization to:

• Install secure, tamper-evident Remote Monitoring and Management (RMM) agent software on covered servers, workstations, and network appliances.
• Access client systems using domain administrator, root, or global administrator credentials provided in our encrypted credential vault.
• Execute system updates, security patches, diagnostic scripts, and configuration modifications required to maintain operational stability.

Client is responsible for maintaining the confidentiality of user passwords and ensuring that only authorized employees request system credential changes or account terminations.

5. Client Data Ownership & Intellectual Property

MTS acquires zero ownership rights over Client data. MTS retains ownership of our proprietary scripts, diagnostic runbooks, monitoring tool configurations, internal documentation templates, and know-how developed independently of the Client’s specific confidential data.

6. Invoicing, Retainers, Fees & Payment Terms

• Flat-Rate Monthly Plans: Managed IT services are billed in advance on the first day of each billing cycle on a predictable monthly retainer basis. No surprise hourly invoices are billed for services included in your plan.
• Payment Terms: Invoices are payable upon receipt or Net 15 days as specified in your agreement. Payments may be made via ACH transfer, corporate credit card, or company check.
• Fee Adjustments: MTS reviews seat counts and user counts periodically. Additional devices or users onboarded during a billing period will be reflected in the subsequent month’s invoice. MTS provides a minimum of 30 days written notice prior to any annual contract rate adjustments.
• Late Payments: Accounts past due by more than 30 days may be subject to a late fee of 1.5% per month (or the maximum permitted by law) and may result in temporary suspension of non-emergency support until resolved.

7. Term, Cancellation & Transition Assistance

• Month-to-Month Flexibility: Unless a multi-year term agreement is explicitly chosen by the Client for discounted hardware leasing, our standard managed IT service agreements operate on a flexible 30-day rolling basis.
• Cancellation Notice: Either party may terminate services without penalty upon providing 30 days written notice to the other party.
• Orderly Transition Assistance: Upon contract completion and full satisfaction of outstanding invoices, MTS will provide complete, professional transition assistance. We deliver an administrative credential package, export system documentation, facilitate smooth transfer to your designated in-house team or successor IT provider, and uninstall our RMM agents without disrupting active business operations.

8. Warranties & Limitation of Liability

• Professional Standard of Care: MTS warrants that all technical engineering, cybersecurity monitoring, and advisory services will be rendered with professional diligence, skill, and competence consistent with prevailing industry standards for Managed Service Providers (MSPs).
• Disclaimer of Consequential Damages: To the maximum extent permitted by applicable law, neither party shall be liable to the other for indirect, incidental, punitive, special, or consequential damages (including loss of business profits, goodwill, or operational interruption) arising out of or in connection with this agreement.
• Aggregate Liability Cap: The maximum cumulative liability of MTS for any and all claims arising under this agreement, whether in contract, tort (including negligence), or otherwise, shall be strictly limited to the total fees actually paid by the Client to MTS during the three (3) month period immediately preceding the event giving rise to the claim.
• Cybersecurity Disclaimer: While MTS implements industry-leading defense-in-depth security measures (EDR, MFA, patch compliance), Client acknowledges that no cybersecurity defense can guarantee 100% immunity against sophisticated state-sponsored threat actors, novel zero-day exploits, or employee credential compromise resulting from phishing.

9. Mutual Indemnification

MTS agrees to defend, indemnify, and hold harmless the Client against third-party claims alleging that MTS’s proprietary tools infringe any valid United States copyright or patent. Client agrees to defend, indemnify, and hold harmless MTS against third-party claims arising from Client’s unlawful use of software licenses, violation of copyright on client systems, or transmission of illegal content across client networks.

10. Governing Law, Jurisdiction & Dispute Resolution

These Terms, and all disputes arising out of or relating to your engagement with MTS, shall be governed by, construed, and enforced in accordance with the laws of the State of New York, without giving effect to conflict of laws principles.

Both parties irrevocably consent to the exclusive jurisdiction and venue of the state and federal courts situated in New York County, New York for the resolution of any dispute that cannot be resolved amicably through good-faith executive negotiation.

11. Severability & Entire Agreement

If any provision of these Terms is deemed invalid or unenforceable by a court of competent jurisdiction, such provision shall be severed or modified to the minimum extent necessary, and the remaining provisions shall continue in full force and effect. These Terms, combined with any active Statement of Work, constitute the entire agreement between the parties regarding managed technology support.