Terms and Conditions for Managed IT Services Scope of Services
- Ultix (the “Service Provider”) shall provide managed information technology services (the “Services”) to the client (the “Customer”) pursuant to the terms and conditions set forth in the applicable agreement and any accompanying Service Order or Statement of Work (“SOW”). The Services are provided on a payment plan agreed upon between all parties, contingent upon the scope defined herein and in the SOW
Ultix provides services which include, but are not limited to:
- Proactive network monitoring and maintenance: Continuous remote monitoring of network infrastructure, including servers, switches, firewalls, and endpoints, ensure optimal functionality, and perform routine maintenance tasks.
- Cybersecurity management: Implementation and oversight of security controls, including endpoint protection, automated patch management, vulnerability scanning, and threat detection. Security configurations shall align with industry best practices and the security requirements specified in the Statement of Work (SoW)
- Helpdesk support: Provision of technical support services to authorised users, delivered via remote assistance using the Super Ops platform and, where applicable, on-site support, in accordance with the Service Level Agreement (SLA).
- Backup and disaster recovery monitoring: Regular verification of backup integrity, monitoring of backup system performance, and support for disaster recovery preparedness, including periodic testing as outlined in the SoW
- Cloud service coordination: Administration and coordination of cloud-based resources, including user provisioning, access management, performance monitoring, and integration with on-premise systems, as specified in the SoW
- Door Access Services (Paxton Certified): Provided system configuration, user provisioning, access scheduling, real-time monitoring and maintenance for Paxton platforms. Services cover credential management, audit logging, anti-passback enforcement, and integration with site plans or video systems as defined in the SoW
- IT consulting and strategic planning: Advisory services related to technology infrastructure, including capacity planning, technology refresh cycles, and alignment of IT capabilities with business objectives, delivered as scheduled or requested in the SoW
All services shall be performed in accordance with the Statement of Work (SoW), which defines specific deliverables, timelines and service parameters. The SoW, together with this Scope of Services and the contracted agreement, constitutes the complete understanding between all parties regarding the provision of services.
- Service Level Agreement (SLA)
Ultix is committed to delivering reliable, responsive support. Response and resolution times are prioritised as follows:
Priority
Issue Type
Remote Response
On-Site Response (if required)
P1 – Critical
Full system or business-critical service outage
Within 1 hour (Business hours)
TBC after initial assessment
P2 – High
Major functionality degradation impacting productivity
Within 3 hours (Business hours)
TBC after initial assessment
P3 – Standard
Minor issues or non-critical requests
Within 2 days (Business Days)
TBC after initial assessment
P4 – Low
General inquiries, training, or enhancements
Within 1 week (Business Week)
TBC after initial assessment
Business hours: Monday–Friday, 9:00 AM – 5:30 PM (local client time), excluding public holidays.
- Payment Terms
- Fees are invoiced monthly in advance and are due within 15 days of invoice date.
- Overdue payments will incur a 1.0% monthly service charge (12% APR) on overdue balances.
- If payment remains outstanding for 30 days, Ultix reserves the right to suspend services with 5 business days’ written notice.
- All fees are fixed for the initial term; annual increases are limited to a maximum of 5%, effective upon renewal, to account for cost adjustments and service enhancements.
- Term and Termination
- The initial service term is 36 months, beginning on the service start date.
- The agreement will auto-renew for successive 12-month periods unless either party provides 90 days’ written notice prior to renewal.
- Early termination by the client will result in a termination fee equal to 50% of the remaining monthly fees for the initial term, unless due to a material breach by Ultix.
- Upon termination, Ultix will provide a complete handover of client data, configurations, and documentation within 14 business days of the contract end date.
- Ultix reserves the right to terminate at anytime.
- Data Ownership and Security
- All data, systems, and intellectual property remain the sole property of the client.
- Ultix will not access client data except as necessary to deliver services or with explicit authorisation.
- Data is protected in transit and at rest using industry-standard encryption.
- Backups are monitored daily; recovery testing is performed quarterly.
- Limitation of Liability
- Liability for any claim arising under this agreement with Ultix, shall not exceed the total fees paid by the client in the preceding 12 months.
- Ultix is not liable for indirect, consequential, or punitive damages, including lost profits or business interruption.
- Ultix is not responsible for failures or damages caused by third-party software, client negligence, unauthorised modifications, or force majeure events.
- Force Majeure
Neither party shall be liable for failure or delay in performance due to causes beyond reasonable control, including but not limited to natural disasters, pandemics, war, civil unrest, utility outages, or failure of third-party infrastructure. Affected parties must notify the other promptly and make reasonable efforts to resume performance.
- Client Responsibilities
To ensure optimal service delivery, clients agree to:
- Provide timely access to systems and personnel
- Notify Ultix immediately of employee departures or access changes
- Maintain up-to-date software licenses and hardware inventories
- Cooperate with security best practices (e.g., MFA, password policies)
- Report issues promptly through designated support channels (Pre-defined in the SoW)
- Changes to Services
Ultix reserves the right to enhance, modify, or optimise its service offerings to maintain high standards of performance, security, and reliability. Any material changes to the scope, delivery, or pricing of services will be communicated to the client in writing at least 30 days prior to implementation.
- Service Enhancements: Ultix may introduce new tools, technologies, or processes (e.g., upgraded monitoring platforms or expanded cybersecurity coverage) at no additional cost to the client. These enhancements are designed to improve service quality and are implemented with minimal disruption.
- Scope Adjustments: If a client requests services outside the agreed scope (e.g., additional user onboarding, new site deployment, or project-based work), Ultix will provide a change order outlining the work, timeline, and associated fees. Work will commence only upon client approval.
- Pricing Adjustments: While fees are fixed for the duration of the initial term, any price changes upon renewal will be limited to a maximum of 5% annually unless driven by significant changes in service scope or third-party costs, which will be justified and communicated in advance.
- Technology Lifecycle Management: Ultix may recommend hardware or software upgrades when systems approach end-of-life or no longer meet security and performance standards. Such recommendations are advisory unless contractually mandated; implementation will require client approval and may incur additional costs.
All changes are designed to support the client’s business continuity, scalability, and security posture, in alignment with Ultix’s proactive managed services model.
- Limitations
Ultix assumes no responsibility for system, software, or hardware not under it’s direct management or control, nor for issues arising from Customer actions, third-party service failures, or force majeure events. Performance of the services provided is subject to the customer’s compliance with its obligations, including timely access to systems and implementation of recommended updates.