Terms of Service | Service Agreement Terms

1. General Applicability

These Terms of Service (this "TOS") supplement the IT Services Agreement (the "Agreement") between the customer identified in that Agreement ("Customer") and ITECS Outsourcing, LLC, a Texas limited liability company, or its affiliates ("ITECS"). This TOS applies to all services ITECS provides under the Agreement, including managed IT services, cybersecurity services, professional services, retainer and hourly services, and any hardware or third-party software ITECS supplies (collectively, the "Services").

This TOS is incorporated into the Agreement by reference. In the event of any conflict, the order of precedence in the Agreement governs: any executed compliance addendum controls as to the regulated data it covers, then the Agreement, then Exhibit "A" and any signed change order, then the Acceptable Use Policy, then this TOS. Capitalized terms not defined here have the meanings given in the Agreement.

Cloud hosting services are governed by the ITECS Cloud Hosting Agreement and its Exhibit "A." Artificial-intelligence consulting, automation, and software-development engagements are governed by the proposal or statement of work under which they are delivered; where no separate agreement applies, they are governed by the Agreement and this TOS.

2. Definitions

"Covered Assets" means the workstations, servers, virtual machines, network devices, and other assets enrolled under Exhibit "A" and billed at the applicable unit rates.
"Coverage Plan" means the MSP Daylight or MSP Extended support window selected in Exhibit "A," as defined in the Agreement. ITECS does not offer a 24-hour support coverage plan.
"Operational Hours" means 7:00 a.m. to 10:00 p.m. Central Time, seven days a week. "Regular Business Hours" means 8:00 a.m. to 5:00 p.m. Central Time, Monday through Friday, excluding the holidays observed under the Agreement.
"Program" means the ITECS managed-services program selected in Exhibit "A" (MSP Select, MSP Pro, or MSP Elite).
"Professional Services" means project, consulting, implementation, and other work billed under the Agreement's hourly rates or deducted from a retainer.
"Special Project" has the meaning given in the Agreement.
"Support Request" means a request for assistance submitted through an ITECS support channel under Section 4.

3. Service Scope and Exclusions

3.1 Scope

ITECS provides the Services described in the Agreement and Exhibit "A." The scope of managed services is the monitoring, maintenance, administration, and support of Covered Assets and the systems and users identified in Exhibit "A," consistent with the standard practices of a managed service provider.

3.2 Standard Exclusions

Unless Exhibit "A," a change order, or a separate proposal expressly includes them, the following are not part of the Services and, where ITECS agrees to perform them, are billed as Professional Services:

Installation, repair, or maintenance of structured cabling, conduit, or low-voltage infrastructure.
Physical repair of hardware that has been damaged, submerged, or physically compromised. ITECS will diagnose and coordinate manufacturer warranty or replacement.
Relocation of equipment beyond the treatment in Section 3.3.
Disposal, recycling, or e-waste handling of packaging, equipment, media, or other technology refuse. ITECS can recommend certified recyclers and will perform data sanitization of decommissioned storage as Professional Services on request.
Software development, custom scripting beyond routine administration, and database administration, as described in Section 3.4.
Support for assets, users, locations, or applications not enrolled in Exhibit "A."
Support for personally owned devices, unless enrolled under a mobile-device-management or bring-your-own-device provision in Exhibit "A."
End-user training classes and curriculum development, other than incidental guidance provided while resolving a Support Request.
Audit, attestation, certification, penetration-testing, and formal compliance-assessment services, which are quoted separately.

3.3 Equipment Relocation

ITECS will assist with relocating Covered Assets between workspaces on the same floor of a Customer premises as part of ordinary support. Moves between floors or buildings, office relocations, and any movement of furniture, fixtures, or racks are Professional Services and require advance scheduling. Customer is responsible for arranging furniture movement and building access.

3.4 Development and Database Administration

Software development, application coding, custom integration work, and database administration are not included in any Program's recurring fees and are not performed under a managed-services retainer unless Exhibit "A" expressly says so. ITECS offers these services through its artificial-intelligence and development practice under a separate proposal or statement of work with its own rate schedule. Routine administrative scripting performed to deliver the managed Services is not development for purposes of this Section.

3.5 Unsupported and End-of-Life Systems

Operating systems, firmware, and applications that the manufacturer no longer supports, or that ITECS has documented in writing as unsupported, are supported on a best-effort basis only. Response-time targets, service-level commitments, and security-outcome expectations do not apply to those systems. ITECS may decline work on an unsupported system where ITECS reasonably believes the work would be ineffective or would create risk to other systems, and Customer accepts the risk of continuing to operate unsupported systems after ITECS has recommended their replacement.

3.6 Security Recommendations and Risk Acceptance

ITECS will document security, patching, configuration, and lifecycle recommendations in writing. Where Customer declines, defers, or fails to approve a documented recommendation within the time ITECS reasonably specifies, Customer accepts the associated risk. ITECS is not responsible for incidents, outages, data loss, or compliance failures that result from a declined or deferred recommendation, and remediation of any resulting incident is billed as Professional Services unless Exhibit "A" provides otherwise. This Section supplements, and does not limit, the Customer responsibilities in the Agreement.

4. Support Requests

4.1 Support Channels

Support Requests must be submitted through the ITECS support portal, the ITECS support email address, or the ITECS support telephone line published to Customer. A request made by any other means, including a message to an individual technician's personal email or mobile phone, is not a Support Request and does not start a response-time target until it is entered into the ITECS ticketing system.

4.2 Response-Time Targets

The first-response targets in the Agreement run from the time a Support Request is received in the ITECS ticketing system during the hours of Customer's Coverage Plan. For Customers without a bundled Coverage Plan, response targets for retainer and hourly work are as stated in Exhibit "A" and run during Operational Hours. First response means acknowledgment and initial triage, not resolution.

4.3 Severity

ITECS assigns severity to each Support Request using the Critical and Non-Critical definitions in the Agreement. Customer may request re-prioritization; ITECS makes the final determination in good faith.

4.4 Authorized Contacts

Customer shall designate in writing the individuals authorized to (a) open Support Requests, (b) approve billable Professional Services, out-of-coverage work, and purchases, and (c) authorize changes to user accounts, access rights, and security settings. ITECS may act on instructions from a designated contact, including instructions given by email, and is not required to act on instructions from anyone else. Customer shall notify ITECS promptly when a designated contact changes or departs.

4.5 Unresponsive Requests

If ITECS requests information or action from Customer to progress a Support Request and receives no response after two follow-up attempts, ITECS may close the request five (5) business days after the second follow-up. A closed request may be reopened by submitting a new Support Request.

4.6 Reasonable Use of Unlimited Support

Where a Program includes unlimited technical support, that support covers the ordinary operation of Covered Assets and enrolled users during the Coverage Plan. It does not include Special Projects, work excluded under Section 3, training classes, support for non-enrolled assets or users, or repeated requests arising from Customer's failure to implement a documented recommendation.

5. Management Agents, Credentials, and Access

5.1 Agents and Tools

Customer consents to ITECS installing and operating remote-monitoring, patch-management, endpoint-security, backup, and related agents and tools on Covered Assets as required to deliver the Services. Those agents and tools, and the licenses under which ITECS provides them, remain the property of ITECS or its licensors. Customer shall not remove, disable, tamper with, or reverse-engineer them. ITECS will remove or deactivate its agents and tools at the end of the Transition Period, and Customer is responsible for replacing any function they performed.

5.2 Administrative Credentials

ITECS will hold administrative credentials for Customer systems as necessary to perform the Services and will store them in an access-controlled credential system. Customer shall maintain at least one administrative credential of its own for each critical system, held independently of ITECS, and shall not lock ITECS out of systems it is engaged to manage. At termination, ITECS will return or document all credentials it holds and will rotate or surrender its own access within the Transition Period.

5.3 Remote Access

ITECS delivers the Services primarily by remote access. Customer authorizes remote sessions to Covered Assets and agrees that ITECS may perform work without an end user present where the work does not require it.

5.4 Onsite Services

Onsite visits are scheduled during Regular Business Hours unless Customer authorizes after-hours work under the Agreement. Locations within twenty (20) miles of ITECS's principal office are within the standard onsite service area. For locations beyond that radius, travel time is billed at the Level 1 hourly rate and reasonable travel expenses are billed at cost, unless Exhibit "A" provides otherwise.

6. Hardware, Software, and Third-Party Services

6.1 Procurement

Where ITECS procures hardware or software for Customer, Customer authorizes the purchase in writing before ITECS places the order. ITECS invoices the item at ITECS's documented cost plus a procurement handling charge of twenty percent (20%), together with applicable taxes and shipping, unless Exhibit "A" states a different handling charge. Title passes to Customer on ITECS's receipt of payment in full; risk of loss passes on delivery to Customer's premises. Special-order, configured-to-order, and opened-software items are non-returnable. ITECS may require payment in advance for purchases.

6.2 Warranty

Hardware and software supplied by ITECS carry only the manufacturer's or publisher's warranty, which ITECS passes through to Customer. ITECS makes no separate warranty on third-party products and will assist Customer with warranty claims as part of the Services.

6.3 Resold Licenses and Subscriptions

Third-party licenses and subscriptions that ITECS resells or provisions for Customer are subject to the publisher's end-user license or subscription terms, which Customer accepts by using the product. License quantities are reconciled monthly and billed under the asset-count and add-on provisions of the Agreement. Customer remains responsible for maintaining the licenses, subscriptions, and third-party services required for the Services.

6.4 Third-Party Services and Integrations

The Services may depend on third-party platforms, carriers, cloud providers, and integrations. ITECS is not responsible for the performance, availability, or security of a third-party service it does not control, and Customer's use of a third-party service is subject to that provider's terms. ITECS will coordinate with Customer's third-party vendors as part of the Services where Customer has authorized the vendor to work with ITECS.

7. Data, Backup, and Recovery

7.1 Backup Services

Backup and recovery services are provided only where Exhibit "A" includes them. Where they are not included, Customer is responsible for maintaining and testing its own backup and recovery capability, and ITECS's monitoring of Customer's existing backup tools is limited to reporting their status.

7.2 Recovery Expectations

Where ITECS provides backup services, ITECS will use commercially reasonable efforts to restore data from the most recent successful backup. Recovery-point and recovery-time objectives apply only where Exhibit "A" states them. Data recovery, restoration testing, and disaster-recovery exercises beyond the backup services stated in Exhibit "A" are Professional Services.

7.3 Customer Data

Ownership, processing, export, breach notification, and data-residency commitments are governed by the Agreement. Customer shall not store on Covered Assets or ITECS systems any data whose handling is subject to regulatory requirements it has not disclosed to ITECS under the Agreement.

8. Customer Responsibilities

In addition to the responsibilities in the Agreement and the Acceptable Use Policy, Customer shall:

Provide accurate, complete, and current information about its environment, users, locations, and Covered Assets, and notify ITECS of changes.
Maintain systems that meet the minimum technical requirements ITECS specifies for the Services, and replace equipment ITECS has documented as end-of-life.
Provide timely physical and remote access to systems, facilities, and personnel needed to perform the Services.
Keep its own administrative credentials, licenses, subscriptions, and third-party vendor relationships current.
Use the Services in accordance with the Acceptable Use Policy and any documentation ITECS provides.
Report suspected security incidents and service issues promptly through an ITECS support channel.

9. Service Changes

ITECS may update the tools, platforms, and methods it uses to deliver the Services, including to address security vulnerabilities, adopt new capabilities, retire obsolete components, or change vendors, provided the Services continue to meet the commitments in the Agreement and Exhibit "A." ITECS will use commercially reasonable efforts to give Customer advance notice of any change that materially affects Customer's use of the Services. Scheduled and emergency maintenance are governed by the Agreement.

10. Modifications to This TOS

ITECS may modify this TOS from time to time. ITECS will provide Customer at least thirty (30) days' prior written notice of any material change, as provided in the Agreement. If a material change adversely affects Customer, Customer may terminate the affected Services without penalty by written notice within thirty (30) days after receiving the change notice. The version of this TOS in effect on the date a Service is performed governs that Service. Changes that are not material, including corrections, clarifications, and updates to contact details, take effect on posting.

11. Contact

Questions about this TOS may be directed to ITECS at notices@itecsonline.com or through the ITECS support portal.