This service agreement is subject to the Modern IT Master Terms and Conditions at modernit.com/legal.  

The Modern IT Managed Service offering as outlined in the Managed IT Managed Services Description section of the Modern IT Managed Services Proposal is provided in relation to the Managed IT Environment except to the extent of Out-of-Scope factors in relation to the Managed IT Environment or the Managed Service, and subject to Customer meeting its obligations under this agreement and subject also to the Exception Factors. 

Payment 

Monthly service charges are due in advance.  Other charges, such as cloud services are due in arrears. 

Price Increases 

Pricing for Managed Services may be increased by the Supplier at the beginning of the year, with no more than one increase in a 12-month period and with any increase to be not more than 5%. 

Term  

The onboarding kickoff date defines the commencement date of this agreement. The initial term is 90 days, and the agreement will automatically renew, but it may be canceled at any time with 90 days’ notice. 

In this agreement: 

“After Hours” (where applicable) means outside of Business Hours 

“Business Hours” means 5 am-5 pm on Working Days 

“Exception Factors” means factors described in these terms and conditions 

“Incident” means an issue in respect of the Managed IT Environment or an issue that the Customer is experiencing in accessing or using the Managed IT Environment 

“Managed Services” means the managed services to be provided to the Customer, as described in Modern IT Managed Services Description 

“Request for Assistance” means a request for assistance made by the Customer that is not in connection with an Incident and is not service required as a result of an Exception Factor 

“Operating Levels” means the operating levels defined in Operating Levels 

“Supplier” refers to Modern IT 

“Working Day” means a day other than a Saturday, Sunday, or public holiday in California. 

Managed IT Environment 

In Scope (The Managed IT Environment that is In Scope for the Managed Service): 

The Managed Service relates to the third-party products and applications described in the table below in this section. It does not include a remedy for defective or faulty equipment or components or failure of third-party services. Where applicable, the Supplier can assist with escalating warranty and defective product/application issues to the relevant third-party supplier. 

Component of Managed IT Environment, Description Any changes to the following after the Commencement Date must be procured and set up by the Supplier or otherwise reviewed and approved by the Supplier. Procuring and setup work, as well as review/approval work, is outside of the scope of this Statement of Work.  

Users’ work devices and applications, Unlimited laptop or desktop computer per user 
Unlimited mobile phone per user, including VoIP, if supplied and installed by the Supplier 
Applications on devices that have current vendor support agreements 
Email programs and message delivery 
Windows and security updates 
Antivirus software  

Servers and applications, Unlimited Servers with Supported Hardware/Software 
Unlimited applications with current vendor support agreements  

Network components, Unlimited Routers with current support agreements 
Unlimited Firewalls with current support agreements 
Unlimited Switches with current support agreements  

Out of scope: 

Equipment that is not covered by warranty 

All or any part of any home networks 

Any application on a user’s work device not approved by the Supplier 

Equipment which is primarily for personal use (not for business purposes) 

Any machine where the operating system or application is not under support or extended support from the vendor or customer 

Change Control  

Changes to the Managed IT Environment Billing will be controlled by email or other written communication between the parties through a “New User Setup” or “User Change of Employment” form submission. 

Third-Party Products 

Third-party products and services used by Modern IT to provide Managed Service: The Supplier uses third-party products and services to provide the Managed Service. For some third-party services (such as remote monitoring and management tools, ‘RMM’), an ‘agent’ is installed on the Customer’s devices and other equipment (as applicable). The Customer acknowledges and consents to the Supplier’s use of such third-party products and services, including an agent’s installation (where applicable) on the Customer’s devices and other equipment. Where the relevant third party supplier’s terms and conditions include terms and conditions requiring acceptance by the Customer (including, for example to the installation of the agent), by signing this Statement of Work: 1) the Customer is deemed to accept those third party terms and conditions and 2) the Supplier is authorized to accept the third party terms and conditions on behalf of the Customer when the Supplier procures such third party services in respect of the Managed Service to be provided to the Customer and/or, if applicable when the Supplier installs the agent on the Customer’s devices and other equipment (as applicable) to provide the Managed Service. 

Out of scope 

The following are out of the scope of this managed service. Where services concerning the following are provided by the Supplier, the services will be charged at the Supplier’s standard hourly rates. 

Out of scope: 

(a) data restoration 

(b) recovery work following any cyberattack 

(c) services required to investigate, diagnose, and/or provide a remedy concerning Exception Factors (refer to Exception Factors section below) 

(d) set up of new equipment 

(e) projects, such as but not limited to server upgrades and new office setup or office move 

(f) development services 

Customer Responsibilities 

The Customer must: 

(a) maintain support contracts with all relevant third-party suppliers. 

(b) Ensure that no deliberate damage to any aspect of the managed IT environment exists. 

(c) notify the Supplier immediately when it becomes aware of any Incident to prevent further issues. 

Exception Factors 

The Supplier has no obligation to address or remedy an Incident where the Incident has arisen due to any of the following Exception Factors: 

(a) issues resulting from the Customer’s use of infrastructure (including IaaS/PaaS), networks, devices, internet connections, software, or services where the relevant infrastructure, network, device, software, or service is not included in the Managed IT Environment. 

(b) the failure or poor performance of the Customer’s power source and/or power supply. 

(c) any additions, changes, or modifications made to the Customer’s operating system, environment, or equipment except where made or approved by the Supplier. 

(d) The customer is not acting on a recommendation from the Supplier (given in writing) that additions, changes, or updates to the Managed IT Environment are required. 

(e) changes made by a third-party provider of software, services, or equipment. 

(f) any third party act, omission, or circumstance including without limitation any cyberattack (and including any cyberattack on the systems or services used by the Supplier to provide the Managed Service) which results in unavailability of all or any part of the Managed IT Environment whether malicious or not (other than where the third party is a subcontractor engaged by the Supplier) or any unauthorized access to the Managed IT Environment. 

(g) willful damage by any person, including without limitation any current or former member of the Customer’s staff (employees and/or contractors). 

(h) any situation, event, outage, defect, or other factors (except where the Supplier has directly caused that situation, event, outage, defect, or other factors) that impacts the availability or proper functioning of any component of the Managed IT Environment or the Customer’s access to Data, where the impact of that situation, event, outage, defect or other factor is experienced not only by the Customer but also by other businesses and users, including without limitation a Windows update issue, antivirus update issues or system outage by upstream providers; or 

(i) a Force Majeure Event. 

The Supplier may, at its sole discretion, agree to assist with resolving Incidents that have arisen due to an Exception Factor and if and when it does so: 

(a) the work will not be undertaken under this Agreement but as a separate engagement under the Professional Services Terms and Conditions, and additional charges will apply; and 

(b) the Supplier accepts no responsibility for resolving the issue and the Operating Level Objectives as defined at modernit.com/olas