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Agreement Activation:
Unless otherwise stated, this Agreement becomes effective on the date the client either signs the acceptance section above or acknowledges and accepts an invoice and/or goods resulting from this quotation. In these instances, no physical signature is required.
Term and Renewal:
All service agreements shall remain in force for a minimum term of three (3) years or 36 months, unless extenuating circumstances—determined at Triton Technologies’ sole discretion—apply. Upon conclusion of the initial term, the agreement will automatically convert to a one-year auto-renewal. Contracts automatically renew unless the client provides 45 days’ prior written notice of intent to terminate.
Termination Policy:
Clients may only terminate this Agreement without fees or penalties by providing 45 days’ written notice before the end of the agreement term. Termination outside this window requires the client to pay 100% of the remaining agreement balance and any associated fees or costs.
Billing and Payment:
Clients will receive weekly invoices for services performed, due on the first business day of each week. Services outlined in the attached Statements of Service will be suspended if payment is not received by the end of the business week following the due date.
Licensing and Payment Terms:
For products such as SaaS, HaaS, IaaS, or other licensed services, refunds, credits, or carryovers are not permitted. Completed billing cycles cannot be reversed, and license cancellations only occur at the end of the next billing cycle.
Suspension for Non-Payment:
Agreements may be suspended due to outstanding balances for any services. Additional costs may apply for reinstating suspended services.
Termination Fees:
Termination of agreements for user-based or device-based plans incurs a $500 termination fee for the removal or extraction of services and products. This fee applies to all clients.
Service Reinstatement Fee:
A $50 per service reinstatement charge will be billed to clients to restore services if payment or payment arrangements were not made in writing before service interruption.
Early Termination Balance Responsibility:
Clients terminating agreements after 30 days must satisfy all remaining payments due through the end of the agreement term.
Effective Termination Date:
Agreement terminations become effective at the end of the month. Cancellations submitted after the 1st of the month will take effect at the end of the following month.
Acceptance of Fees and Charges:
The client and/or authorized officer of the client entity agrees to accept all charges, fees, and collection costs incurred upon service cancellation or the conclusion of agreements.
Advance Payment for Low-Value Services:
Products or services billed at less than $50 per month must be prepaid for one (1) year in advance using the primary billing method on file.
Chargebacks and Payment Reversals:
Any contestments, chargebacks, reversals, or bank snapbacks may result in additional fees and financing charges during the period of payment failure.
Cost Fluctuations:
Clients may add additional units (devices, mailboxes, users, locations, etc.) to the Agreement at any time, with pricing increases as outlined in accepted proposals. Service prices for declined services are subject to change 15 days after the agreement date, and non-contracted service quotes expire 30 days after issuance.
Cost of Living Adjustments (COLA):
All agreements will automatically include a minimum 5% increase. Triton Technologies reserves the right to adjust this percentage at its sole discretion based on economic conditions.
Assumptions and Dependencies:
Triton Technologies has prepared the attached Statement of Work (SOW) based on specific assumptions and dependencies. These assumptions are integral to the service estimates provided by Triton Technologies.
Client Project Leadership and Communication:
Triton Technologies will engage with the client’s appointed Project Lead, who will manage all project communications, escalate and resolve client-related issues, and oversee project management tasks related to the client’s internal staff, vendors, and consultants.
Client Participation and Commitment:
The active participation of the client’s Project Team is essential for the project’s success. Team members must fulfill assigned tasks as outlined in the Project Plan. The client’s network administrator, infrastructure administrator, database administrator, telephony system administrator, and help desk team must be available onsite during Go Live/Cutover phases.
Change Control Procedures:
Any changes to the project scope, assumptions, deliverables, or project plan will follow Triton Technologies’ standard Change Control Procedures. All change requests must be formally approved by the client before Triton Technologies proceeds with the requested changes.
Project Timeline and Resource Allocation:
Project timelines will only be confirmed, and resources assigned after Triton Technologies receives a signed Statement of Work, corresponding Purchase Order, and any required Costs Due upon Signature. Project scheduling will depend on resource availability and an accepted Project Plan or Schedule Agreement, typically no sooner than two (2) weeks after the signed SOW is received.
Schedule Changes:
Any modifications to the accepted project schedule or tasks will follow Triton Technologies’ Change Control Procedures and may result in deployment timeline extensions.
Solution Acceptance:
Upon completing the defined work, the client must sign a Deliverables Acceptance Form. If the client uses the solution in a production environment for seven (7) consecutive days, it will be deemed accepted. Acceptance confirms that Triton Technologies has fulfilled all obligations outlined in the SOW.
Scope of Work Compliance:
All parties agree that Triton Technologies personnel shall not be requested or permitted to perform any engineering or consulting tasks that fall outside the scope of the attached Statement of Work (SOW).
Out-of-Scope Items:
The following items are explicitly considered Out of Scope for the implementation of the solution:
Intellectual Property Ownership:
All intellectual property developed by Triton Technologies for internal use in servicing clients—including all rights related to ideas, concepts, techniques, processes, and other internal work products created during service delivery—shall remain the exclusive property of Triton Technologies. The client shall have no rights, claims, or interests in Triton Technologies’ software, systems, procedures, or services.
Managed Services Tools:
Triton Technologies retains full ownership of all software development tools, know-how, methodologies, processes, technologies, and algorithms utilized in providing managed services. This includes all tools based on Triton Technologies’ trade secrets or proprietary information, or otherwise owned or licensed by Triton Technologies. No licenses, rights, or interests in any patents, trade secrets, trademarks, or copyrights are granted to the client unless explicitly stated in this agreement.
Use of Triton Technologies-Owned Equipment:
Triton Technologies may deploy equipment it owns at the client’s premises. This equipment may include, but is not limited to, routers, desktops, servers, software, and remote backup devices. The client must treat Triton Technologies’ equipment with the same level of care and security as their own. The client will be held liable for any damage or loss not covered by the manufacturer’s warranty. In the event of damage or loss, the client will be invoiced for the current replacement cost of the equipment, along with applicable shipping, handling, and installation charges.
Confidentiality of Agreement:
This document and its terms are strictly confidential between Triton Technologies and the client. All Triton Technologies employees are required to sign a nondisclosure agreement (NDA) as a condition of employment. Employees are prohibited from disclosing any information related to Triton Technologies or its clients, except as explicitly outlined in this agreement.
Definition of Confidential Information:
“Confidential Information” includes any information disclosed by Triton Technologies to the client, in any form or medium, relating to Triton Technologies’ business. This includes, but is not limited to:
All such information is strictly confidential and proprietary.
Use and Disclosure of Confidential Information:
Both Triton Technologies and the client agree to use Confidential Information solely for purposes related to the performance of this agreement. Neither party may use Confidential Information for any other purpose or disclose it to any third party without prior written consent from the other party. Both parties must take all reasonable measures to maintain the confidentiality and proprietary nature of the information.
In the event of a subpoena or court order requiring disclosure of Confidential Information, the receiving party must immediately notify the other party and make reasonable efforts to resist the disclosure. If disclosure is legally required and no protective order or waiver is obtained, the disclosing party may release the required information without liability under this agreement.
Remedies for Breach of Nondisclosure:
The parties acknowledge that the unauthorized use or disclosure of Confidential Information would cause irreparable harm for which monetary damages may be insufficient. Therefore, both parties agree that injunctive relief and other equitable remedies are appropriate and necessary to prevent or address any actual or threatened unauthorized use or disclosure of Confidential Information.
Limitation of Liability:
Triton Technologies shall not, under any circumstances, be liable—whether in contract, tort (including negligence), breach of statutory duty, or otherwise—for any indirect, incidental, special, exemplary, punitive, or consequential losses. This includes, but is not limited to, loss of goodwill or reputation, loss of revenues, profits, data, contracts, business opportunities, or anticipated savings.
Mutual Indemnification:
Each party agrees to indemnify, defend, and hold harmless the other party from and against all claims, demands, costs, expenses, and liabilities arising out of or related to any claim that the normal use or possession of products or software provided by third parties for integration purposes (whether used independently or in combination) infringes upon the intellectual property rights of any third party. This indemnity does not apply in cases of gross negligence by Triton Technologies.
No Obligation for Advancement of Indemnity Payments:
The client shall not require Triton Technologies to advance compensation, indemnification, or payments under any circumstances.
Employee Acknowledgment:
The client acknowledges that Triton Technologies has made a significant investment in recruiting, training, and retaining its employees who provide services under this agreement. These employees operate under the direct control and supervision of Triton Technologies.
Non-Solicitation Obligation:
In recognition of this investment, the client agrees not to solicit, hire, employ, retain, or engage in any contractual relationship with any Triton Technologies employee without obtaining prior written consent from Triton Technologies.
Compensation for Breach:
If any Triton Technologies employee involved in providing services under this agreement terminates their employment (for any reason) and is subsequently employed or contracted by the client—or any affiliate, subsidiary, or related entity—during the term of this agreement or within one (1) year following its termination, the client agrees to pay Triton Technologies an amount equal to 100% of the employee’s most recent annual salary or wage as compensation for the breach.
Representations and Warranties:
Triton Technologies represents and warrants that:
(a) It has the full right, power, and authority to enter into this agreement and fulfill all obligations herein.
(b) It will use commercially reasonable efforts to perform all services under this agreement in accordance with prevailing industry standards.
(c) It owns or has obtained the necessary rights from third parties to use and provide the Triton Technologies property involved in service delivery.
Hardware and Software Warranty Limitations:
Triton Technologies does not manufacture hardware or commercial off-the-shelf (COTS) software covered under this agreement. All hardware and software warranties are exclusively those of the manufacturer and are passed through to the client, subject to the manufacturer’s limitations. Triton Technologies’ labor and services are not covered under any manufacturer warranty.
Product Returns:
All product returns are governed by the manufacturer’s warranties and return policies. Returned items must be complete, in their original packaging, and in saleable condition. A restocking fee of up to 100% of the purchase price may apply, as determined by the manufacturer and/or distributor.
Manufacturer Warranty Start Date:
Manufacturer warranties become effective on the original invoice date of the equipment, in accordance with industry standards.
Exclusive Warranty Disclaimer:
The express, limited warranty stated above replaces all other warranties—express, implied, or statutory—related to Triton Technologies’ services. Triton Technologies and its affiliates expressly disclaim all warranties, including but not limited to warranties of merchantability, fitness for a particular purpose, title, non-infringement, and any warranties arising from course of dealing, performance, or trade usage.
Limitation of Liability for Damages:
Triton Technologies and its affiliates shall not be liable for any direct, indirect, incidental, special, exemplary, punitive, or consequential damages, including but not limited to lost profits, data loss, business interruptions, procurement costs for substitute goods or services, or damages from software modified by anyone other than Triton Technologies. This limitation applies to damages resulting from service interruptions, file deletions, data corruption, transmission errors, or performance failures, regardless of cause or legal theory (including negligence or other torts), to the extent permitted by law—even if Triton Technologies was advised of the possibility of such damages.
Limitation of Total Liability:
The client agrees that Triton Technologies’ total liability—and the client’s sole remedy—is limited to the client’s right to terminate this agreement. If a court determines that termination is not an exclusive remedy or Triton Technologies is liable for monetary damages, total liability shall not exceed the amount paid by the client to Triton Technologies during the three (3) months preceding the event giving rise to the claim. Multiple claims shall not increase this liability cap.
Third-Party Service Disclaimer:
Subject to Triton Technologies exercising reasonable care in selecting and monitoring third-party vendors, the client acknowledges that:
(a) Triton Technologies is not responsible for the actions or inactions of any third parties, including cloud service providers, internet service providers, hardware manufacturers, and software vendors.
(b) Triton Technologies makes no guarantees that services will be uninterrupted, error-free, or without delay.
(c) Triton Technologies cannot control third-party providers, and disruptions caused by such parties are beyond its liability. The client cannot rely on any third-party warranties or representations regarding Triton Technologies’ services and assumes all risks associated with third-party errors or failures.
Monitoring Services Limitation:
Monitoring services, such as Triton Watch, are intended to proactively identify potential technical issues. However, due to the dynamic nature of IT systems, no monitoring tool can guarantee detection of all issues, including but not limited to hardware failures, software malfunctions, or unauthorized configuration changes.
Equipment and Facility Access:
The client grants Triton Technologies permission to utilize necessary client-owned equipment and access client facilities for service delivery. Title and ownership of all client-owned equipment remain with the client. However, if facility access is denied for any reason, the client acknowledges that Triton Technologies may be unable to fulfill its obligations and agrees to hold Triton Technologies harmless for any resulting service failure. The client is also responsible for maintaining a safe and secure working environment at all times.
System Access and Passwords:
The client acknowledges that Triton Technologies must have access to all relevant systems and resources, including passwords, to perform duties under this agreement. The client agrees to provide all necessary credentials upon request.
Third-Party Vendors and Purchases:
The client assumes full responsibility for all hardware, software, and services procured from third-party vendors or consultants. This includes related support and troubleshooting. Triton Technologies may provide technical services for third-party vendor issues at its prevailing billable rates. The client is solely responsible for all hardware and software purchases, data cabling, and power requirements necessary for project completion.
Client Cooperation and Failure to Act:
Triton Technologies will provide guidance and support to address hardware, software, and infrastructure issues. The client’s failure to act on these recommendations may result in additional service charges. Triton Technologies reserves the right to exclude coverage for hardware and software deemed unsupportable or unmaintainable.
Waiver of Rights:
Failure by either party to enforce any provision or right under this agreement does not constitute a waiver of that right or any other rights. A waiver of any breach shall not be construed as a waiver of any future breaches.
Entire Agreement:
This agreement constitutes the entire understanding between Triton Technologies and the client, superseding all prior proposals, communications, and agreements, whether oral or written. Any modification or waiver of terms must be in writing and signed by both parties.
Severability:
If any provision of this agreement is found to be invalid or unenforceable, the remaining provisions will continue in full force and effect.
Force Majeure:
Neither party shall be liable for delays or failures in performance due to causes beyond their reasonable control, including but not limited to natural disasters, acts of government, labor disputes, or disruptions in telecommunications.
Governing Law and Venue:
This agreement shall be governed by the laws of the Commonwealth of Massachusetts. The client consents to the exclusive jurisdiction and venue of the courts in Worcester County, Massachusetts, for any disputes requiring legal adjudication.
Assignment:
This agreement is binding upon and benefits any successor or purchaser of Triton Technologies, whether through contract, merger, or operation of law. The client may choose not to renew any agreement with the successor by providing notice and may terminate services without penalty at the end of the current calendar month. Renewal with a successor will require a new agreement.
Arbitration and Legal Fees:
All disputes arising from this agreement shall be resolved through binding arbitration in accordance with the American Arbitration Association (AAA) rules. Triton Technologies shall select the arbitrator per AAA procedures. Arbitration findings shall be final and enforceable in any court of competent jurisdiction. Legal fees and associated costs shall be awarded to the prevailing party. The client is responsible for all fees, costs, and billable time related to legal, government, or regulatory matters.
Data Security and Massachusetts Regulations:
For any records containing Personal Information (as defined in Massachusetts General Laws Chapter 93H, Section 1) of Massachusetts residents, Triton Technologies shall:
(i) comply with Massachusetts data protection laws, including Chapters 93H and 93I and 201 CMR 17.00 regulations;
(ii) promptly notify the client in writing of any suspected or actual data breach involving Personal Information; and
(iii) fully cooperate in investigating and remediating any such data breach. This obligation survives termination of this agreement.
Termination Due to Misconduct:
Triton Technologies reserves the right to immediately terminate any account, agreement, or project in response to harassment, threats (legal or otherwise), noncompliance with industry practices, or failure to follow provided methodologies. Upon termination, Triton Technologies may recover any outstanding payments, technology, or intellectual property through its representatives or a third party. The client must provide immediate access for the retrieval of such assets.
Legal Communication Restrictions:
If either party initiates legal action or communication without notifying the other, all further communication will cease, except between legal representatives. Informal legal discussions outside this context are non-binding and unenforceable. Legal notices must be sent to the address on file with the Secretary of State unless otherwise specified.
Hardware, Software, and Service Purchases: If a client purchases hardware, software, licenses, SaaS, HaaS, or other related products not acquired directly from Triton Technologies, a setup, licensing, or performance fee may apply, regardless of any existing agreements. Additional costs may also be incurred for the setup, operation, or configuration of these products, which are not covered by any agreements.
Hardware Fresh Devices: Devices designated under a Hardware Fresh agreement—whether through a standalone agreement, purchase agreement, or bundled with other agreements—are subject to a minimum three-year cycling term. All hardware covered under this agreement, in any form (physical, service-based, or a combination), remains the sole property of Triton Technologies. Triton Technologies reserves the right to repossess, disable, format, destroy, or take any other action regarding the hardware at its sole discretion.
Recording of Communications: Triton Technologies employs a VoIP-based PBX system for all communications. All telephone calls are recorded for evidentiary purposes, quality assurance, and documentation accuracy. This system is maintained by authorized Triton Technologies vendors and cannot be disconnected, disabled, or purged. By initiating a call to Triton Technologies, the caller expressly consents to the recording of the call and waives any legal right to object to such recording.
Retention of Documents: All emails, faxes, and submitted documents from clients are retained indefinitely. Physical documents submitted to Triton Technologies are scanned for digital archiving and then destroyed within a period determined at Triton Technologies’ discretion.
Official Communication Channels: All requests for service, support, or maintenance must be submitted exclusively through Triton Technologies’ official communication channels, defined as:
(a) Email to [email protected];
(b) Telephone calls to the designated main number for the client’s location; or
(c) Submission of a support request through Triton Technologies’ official web portal at tritoncomputercorp.com/support.
In the event certain locations are unreachable, clients must contact the main office at 866-304-4300.
Recognition of Communications: Only communications received through the official channels outlined in Section 15.3 will be acknowledged for initiating service level agreements (SLAs) or response times. Communications directed to individual employees, staff members, or non-designated support email addresses may be deleted, archived, or forwarded at Triton Technologies’ sole discretion and shall not be considered valid for service, support, or maintenance purposes.
Liability for Communication Delays: Triton Technologies and its affiliates shall bear no liability for any delays in service delivery, performance, or the fulfillment of obligations resulting from client communications made outside the official channels specified herein.
Consent to Marketing Communications: By engaging in services provided by Triton Technologies under any agreement or arrangement, clients provide express consent to receive all forms of communication from Triton Technologies. This includes, but is not limited to, marketing, sales, and informational communications. All approvals, acceptances, and agreements shall constitute legal consent to such communications.
Infrastructure Requirements and Client Responsibility:
For any Voice Over IP (VoIP)/SIP deployment, the client is responsible for providing and documenting the necessary infrastructure—including gateways, switches, routers, and data/voice lines—that fully supports VoIP functionality and proper Quality of Service (QoS) across all sites when Triton Technologies does not conduct a site survey. Clients who elect not to engage Triton Technologies for infrastructure setup assume full responsibility for implementing and maintaining a network capable of supporting VoIP/SIP telephony.
IP Hard Phone Deployment:
Clients are solely responsible for defining, standardizing, documenting, and deploying IP hard telephones at all intended stations. This includes configuring DHCP servers to automatically update DNS host and pointer resource records and managing phone configuration file deployment via FTP or TFTP servers.
PBX and Telecom Circuit Standards:
All circuits connecting the Switchvox SMB IP PBX to the Public Switched Telephone Network (PSTN) must comply with Switchvox provisioning standards. Clients must manage all telecommunications and data communication line orders, installations, and coordination with associated vendors. For integrations with the client’s PBX or third-party voice systems, clients must provide all necessary technical support, programming, and configuration during installation.
Bandwidth and Network Performance:
Due to the time-sensitive bandwidth demands of Internet-based telephony solutions, clients are responsible for ensuring sufficient bandwidth to operate VoIP systems effectively. Triton Technologies disclaims all liability for audio quality issues, including latency, jitter, packet loss, and other connectivity disruptions caused by inadequate bandwidth.
Liability and Billing for Troubleshooting:
Triton Technologies will not be liable for delays, service disruptions, or voice quality issues arising from third-party providers, insufficient client infrastructure, or failure to maintain proper configurations. Any troubleshooting services requested for voice quality or connectivity issues will be billed at Triton Technologies’ current Network Engineer rates.
Project Delay Disclaimer:
Triton Technologies shall not be held liable for any delays in service delivery or project completion due to circumstances beyond its control, including but not limited to actions or omissions by telecommunications providers, PBX providers, or delays in provisioning Voice or Data T1 circuits.
Engagement Conditions:
Triton Technologies reserves the right to withdraw from any engagement if the client fails to meet the specified pre-engagement conditions. Noncompliance with these requirements will invalidate project deadlines and acceptance terms.
Work Environment:
The client must provide a safe, secure, and appropriate workspace with suitable environmental conditions for Triton Technologies personnel during the deployment of solutions.
Network Integrity:
The client must ensure that their network environment is fully operational and free from viruses or malicious software.
Equipment Environmental Conditions:
The client is responsible for maintaining proper environmental conditions for all equipment deployed by Triton Technologies. This includes, but is not limited to, uninterrupted power supply (UPS), physical security, and adequate cooling systems.
Provision of Additional Services:
The client must supply any additional services or resources necessary to complete the project. This may include, but is not limited to, functional T1 lines, electrical power, broadband and internet access, and public IP address allocations.
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