The UKG Master Services Agreement is the general contract for UKG’s hosted software. It is made between the UKG entity named on an Order or Statement of Work and the customer who signs it, and it states that use of the subscription services and performance of professional, training and support services are governed exclusively by the MSA and the additional terms on the Order.[1] UKG publishes the current MSAs and an archive of earlier versions, listed by country, on a customer terms page.[5]
Version control
The MSA posted on the date the customer signs the Order applies for the duration of that Order. UKG reserves the right to change the posted MSA, but a change does not affect existing Orders or Statements of Work.[1] For a licence manager this makes the signing date a compliance attribute. Two Orders for the same product may sit under different MSA text. The US archive lists versions effective from 1 February 2023 onward, with new versions on 26 April 2023, 11 May 2023, 1 April 2024, 15 August 2024, 1 October 2025 and 1 July 2026.[7]
Structure of the agreement
The MSA defines four kinds of service. Subscription Services are UKG’s software-as-a-service applications on the Order, “made available to Customer via a hosted multi-tenant environment to use on a subscription basis”. Support Services, Professional Services and Training Services are the other three.[1] The definition of “Services” also reaches application programming interfaces, software development kits, plugins and AI agents, as set out in the Order.[1]
Three layers decide a question:
- The Order, which sets the type and quantity of employees that may be managed, the term, prices and payment terms.[1]
- The Services Description for each product, which supplies supplemental terms. Where it conflicts with the MSA, it prevails for that product.[3]
- The MSA, below the Order in precedence. If a customer uses its own purchase order, the purchase order’s terms are void.[1]
The right to use
The MSA grants no perpetual licence. Section 2.1 says the services “are provided with a limited right to use and are not sold”, and UKG keeps all rights not expressly granted.[1] Under §1.1 the customer may use subscription services solely for its internal business purposes “to manage the type and number of employees (including those of its Affiliates) listed in the Order”, subject to compliance with the MSA, the Services Descriptions, the Documentation and the Order.[1]
Because the entitlement is expressed in employees, the quantity is a contractual limit, not just a billing input. The detail of how employees are counted is in the product articles: UKG Pro Pay and People Center and UKG Pro Workforce Management and UKG Ready.
Use restrictions
Section 2.2 forbids, among other things, reverse engineering, sublicensing or outsourcing use, building competing products, and bypassing monitoring or control mechanisms. Two restrictions matter most for scope.
- No third-party payroll or HR service. The customer may not “otherwise use the Services to provide payroll or human resource record keeping for third parties, other than Affiliates”.[1] A shared-service centre that processes for legal entities outside its corporate group, or a payroll bureau, needs to check this against its Order.
- Programmatic, AI and agentic access. The 2026-07-01 version adds item (h): the customer may not “provide programmatic or automated access to any Services or data accessible under this Agreement, including via any artificial intelligence (“AI”) program, system, tool, or related agentic access, unless expressly authorized by UKG in writing”.[1] The archived 2025-10-01 version lists restrictions (a) to (g) only and has no such item.[2] Integrations, robotic process automation and AI assistants that read UKG data therefore need an authorisation check on Orders signed from July 2026.
Third parties
If a customer lets a contractor or Affiliate use the services without requiring a separate Order, the customer becomes “fully responsible and liable for all use and misuse of the Services by such third party” and must indemnify UKG for claims by that third party. Access is limited to the customer’s tenant and data.[1] Outsourced administrators and implementation partners fall under this clause.
Fees, quantities and renewal
Fees are due on execution of the Order but billed over the term from the Billing Start Date. Subscription fees are “based on Subscription Services purchased and not time of actual usage”, minimum quantities cannot be decreased during the Initial Term or a Renewal Term, and “any additional quantities that are required must be purchased”.[1] The 2025-10-01 text said additional quantities “may be purchased”, so the 2026-07-01 wording makes the need to buy additional quantities explicit.[2] The product Services Descriptions turn this into the Monthly Minimum Quantity and Usage Overage mechanism, explained in the overview.
Orders are non-cancellable and payments non-refundable, except for the indemnification and termination remedies in the MSA. The customer may not withhold, reduce or set off fees.[1] For each Renewal Term “UKG may increase the fees as set forth in the Order”, and the increase appears on the invoice.[1]
Invoices not disputed in writing within 30 days of receipt are deemed accepted. If an undisputed amount is more than 30 days overdue, UKG may suspend the services after at least ten business days’ written notice, until payment is made.[1]
Term and termination
The term runs from the Effective Date for the term stated on the Order, and “the Services will automatically renew for the duration indicated on the Order as the Renewal Term”.[1] Either party may end a service at the end of a term on at least 60 days’ prior written notice.[1] For cause, either party may terminate after a 30-day cure period, and UKG may immediately suspend or terminate access if the customer breaches the use restrictions, acceptable use or confidentiality sections.[1]
If the Agreement or an Order ends early for a reason other than UKG’s uncured material breach, “all unpaid Fees remaining for the duration of the Order term are due and payable upon such termination”.[1] After termination, access ends. Further access or transition help needs a separate Order, and UKG deletes customer data under its standard deletion process.[1] The Ready Services Description allows data retrieval during the Order Term and for no more than 30 days afterwards, unless otherwise agreed.[4]
Support and service levels
The MSA commits UKG to provide phone, email or online support around the clock under its support policy.[1] The support policy sets target responses of 30 minutes for high-priority cases, one business hour for medium and two business hours for low, and 24x7x365 coverage for high-priority issues.[6] The Pro Pay Services Description sets a 99.75% monthly availability target with a credit of 3% of monthly fees for each 1% below it, capped at 100%, and treats the credit as the sole remedy.[3]
Liability, law and assignment
UKG’s total aggregate liability for all claims for a service is capped at the amount paid or payable for that service in the twelve-month contract term.[1] The US MSA is governed by Florida law, with exclusive venue in the state courts of Broward County or the federal courts of the Southern District of Florida, and a waiver of jury trial and of class actions.[1] Either party may assign the whole Agreement with its Orders in a merger, acquisition or sale of substantially all assets, including to an Affiliate, provided the assignee agrees to be bound.[1] UKG may name the customer in marketing materials.[1]
What the MSA does not contain
The MSA has no software audit clause and no clause on counting methods. Usage verification sits in the product Services Descriptions, which say UKG monitors usage to calculate fees and verify compliance with the Order.[3] Pricing, part numbers and discounts are not published. For a process view of reconciling such terms against deployments, see true-up and subscription and consumption licensing.