UPTIME IT LLC – Managed Services Terms & Conditions
1. Service Agreement Terms and Termination
The signing party (“CLIENT”) engages UPTIME IT LLC (“UPTIME”) for managed IT services. This Service Agreement begins on the first day of the month following acceptance and continues for an initial term of three (3) years. It will automatically renew for an additional three-year term unless either party provides at least ninety (90) days’ written notice before the term’s end.
The CLIENT may also terminate at any time with ninety (90) days’ written notice. Upon termination or non-renewal, the CLIENT remains responsible for ongoing third-party service costs that cannot be canceled, along with any additional services outside this agreement. A monthly billing will continue during the transition period to facilitate orderly knowledge and data transfer.
1a. Onboarding and Contract True‑Up
Onboarding begins when both parties agree and aims for completion within thirty (30) days of contract acceptance. If services start prior to full onboarding, UPTIME may invoice for actual services provided, and such services are considered part of the initial term.
If obstacles arise, UPTIME will notify the CLIENT and evaluate any additional effort or costs required. Onboarding concludes when all listed assets are supported. CLIENT‑excluded items or unsupported equipment may incur separate charges if UPTIME intervenes.
A contract true‑up occurs within thirty (30) days post-onboarding to reconcile covered assets (users, devices, servers). Monthly fees will be adjusted accordingly after mutual agreement.
2. Payment Schedule
CLIENT will receive monthly invoices (subject to credit approval) on the first of each month. Payments not received may result in suspension of services, with a minimum thirty (30) days’ notice.
Services outside the scope of this Agreement are considered Projects, quoted and billed separately, and may include setup or milestone fees. Additional users or devices added post-agreement initiation will increase monthly fees.
All applicable taxes—federal, state, local—are added to invoices unless a valid exemption certificate is provided. CLIENT also agrees to reimburse UPTIME for usage-based increases (e.g., devices, storage, bandwidth).
3. Coverage & Support Hours
Remote and desk support: Monday–Friday, 9:00 am to 6:00 pm EST, excluding recognized holidays. Automated monitoring operates 24/7/365.
Tickets may be submitted via:
UPTIME will address tickets per our SLA (see Table B) and will use best efforts for after-hours and holiday support.
4. Liability and Data Handling Disclaimer
UPTIME is not liable for indirect, incidental, consequential, punitive, or special damages—including lost profits, data, or interruption costs. UPTIME may access and modify CLIENT systems and data as needed to deliver services, in accordance with standard industry practices and with permission from CLIENT.
5. Scope and Minimum Requirements
CLIENT’s environment must meet minimum standards:
Non‑compliant assets will not be covered until remediated. Repeated-failure devices will require replacement, with CLIENT collaboration and cost responsibility.
6. Exclusions from Managed Services
The following are not included:
- Hardware/software costs, renewals, upgrades not listed
- Third-party vendor or manufacturer fees
- Bringing systems up to minimum compliance
- Services delayed by force majeure (unless outlined in a continuity plan)
- Support for modifications by client staff or unauthorized parties
- Licensing and maintenance for business-critical applications
- Programming or software customization
- Training services
- Replacement hardware parts
- Consumables (toner, paper, batteries)
7. Co‑Managed Models (If Applicable)
Under co‑managed arrangements, UPTIME and CLIENT share responsibilities:
UPTIME: Monitoring, maintenance, incident response per SLA.
CLIENT: Maintains internal IT operations and cooperates fully.
Support during business hours (9 am–6 pm EST) is included; after‑hours and on‑site services are available at mutually agreed rates. Cybersecurity tool support is billed separately if included in the model.
8. Data Ownership, Confidentiality, and Equipment Use
CLIENT data, IP, and branding remain CLIENT property. UPTIME will preserve confidentiality, operate under a mutual Non-Disclosure Agreement, and return data upon termination.
UPTIME retains administrative control of certain credentials to ensure service continuity. Credentials will be released within one business day with CLIENT approval and upon full payment.
10. Governing Law, Disputes, and Default
This Agreement is governed by the laws of New Jersey. Any disputes will first be addressed through negotiation and escalated, if necessary, to arbitration under American Arbitration Association guidelines. The prevailing party may recover attorneys’ fees.
Default events include:
UPTIME is not responsible for delays due to uncontrollable events.
11. Indemnification
CLIENT agrees to defend and indemnify UPTIME from third-party claims arising from CLIENT’s breach, negligence, misuse of services, intellectual property infringement, illegal activity, or misrepresentation.
12. Acceptance of Terms
This Agreement covers the services and equipment listed in accompanying documentation. Additional requests require UPTIME’s written approval.
IN WITNESS WHEREOF, the undersigned have executed this Agreement as of the Effective Date.
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