Master Service Agreement & Terms and Conditions
1.0 Purchase of Goods and Services, Fees, Leasing, Payments and Taxes
1.1. Agreements and Quotations are valid until the Expiration Date specified and subject to stock availability. Prices and terms are subject to change after Expiration Date.
1.2. Payment must be made in full prior to solution deployment unless otherwise agreed upon in writing. In the event TRITON TECHNOLOGIES grants credit facilities to the Client then the following terms may apply:
1.2.1. All accounts are to be settled in full by the specified date.
1.2.2. Should the Client default in the payment of any monies due under this Agreement then interest will at the option of TRITON TECHNOLOGIES accrue on all amounts not paid by the specified date for payment and the Client undertakes to pay any interest so charged. Such interest shall be calculated on a daily basis from the specified date for payment.
1.2.3. The Client must indemnify and keep TRITON TECHNOLOGIES indemnified against all costs arising from the failure by the Client to pay the Outstanding Amounts by the Specified Date, including without limitation all TRITON TECHNOLOGIES’s legal costs of and incidental to that failure.
1.2.4. TRITON TECHNOLOGIES shall be entitled without notice to terminate any credit arrangement with the Client in the event of the Client defaulting in any way.
1.2.5. TRITON TECHNOLOGIES shall be entitled at any stage during the continuance of this Agreement to request such security or additional security as TRITON TECHNOLOGIES shall in its discretion think fit and shall be entitled to withhold supply of any Goods or credit arrangements until such security or additional security shall be obtained or for any other reason at TRITON TECHNOLOGIES’s discretion.
1.3. It is understood that any applicable federal, state or local taxes shall be added to each invoice for services or materials rendered under this Agreement. Client shall pay all such taxes unless a valid exemption state certificate is furnished to TRITON TECHNOLOGIES.
1.4 If a payment method for any services, agreement or other fails for any reason more than three times within a year, intentional or not, the client will be required to prepay a year in advance and current outstanding balance.
1.5 If any method of payment is received either by email, transfer, postal mail, carrier or other, the client authorizes that financial method to be converted to an automated payment method such as an e-check, credit card, internal transfer, bitcoin or other methods as a “payment method on file”. It is known as a Accounts Receivable Conversion and overrides the wishes of the financial institution.
1.6 Any agreements, modifications, changes to any services made after the 20th of the month will be adjusted, modified or changed the next month. This is required by our vendors and wholesalers for accurate and timely billing.
1.7 Terms and conditions provided by a leasing company for the purpose of leasing of goods and services may take precendence over Triton Computer Corporations terms and services.
1.8 If a leasing agreement is signed for purchase during the purchase order stage and the agreement is completed to Triton Technologies / Triton Computer Corporations satisfaction the purchase order may be converted to a purchase and or full amount due 30 days after Triton deems satisfaction.
1.9 Checks send to TRITON TECHNOLOGIES must be issued by U.S.-based banks and denominated in U.S. dollars. A $20 processing and handling fee applies to all check payments to cover administrative costs associated with paper payment processing. If a check is returned due to insufficient funds or other bank-related issues, a $40 returned check fee will be assessed to account for bank charges and administrative handling. Clients should allow 5-7 business days for check clearance. Services will begin only once payment has been verified and cleared. Each check must include a valid date, the exact payable amount in both words and figures, and an authorized signature.
2.0 Ongoing Services Agreement (Agreements)
2.1. Unless stated otherwise, this Agreement is effective and goes into force on the date Client signs acceptance above or acknowledges and accepts an Invoice and or goods as a result of this Quotation, whereupon no signature/s is required.
2.2. All managed IT services agreements in it’s various forms shall remain in force for the duration of the term for a minimum of 3 years or 36 months unless extenuating circumstances apply which is at the discretion of TRITON TECHNOLOGIES. Contracts automatically renew per their terms unless the client gives (45) days prior written notice of its intent to terminate the Agreement.
2.3. This Agreement may only be terminated by Client upon thirty (45) days written notice before the end of their agreement without fees or penalties. If outside that window, the client will pay 100% of the remainder of the agreement and or associated fees or costs.
2.4. The client will receive an invoice on a weekly basis for services performed, and it will become due and payable on the first business day of each week. All services described in the attached Statements of Service will be suspended if payment is not received at the end of the business week following the due date.
2.5 Licensing and payments. Products such as SaaS, HaaS, IaaS, licensed, licensing, perpetual licensed, or any other services through any vendor involving refunds, credits, and or carryover is not permitted. The billing cycle when complete cannot be reversed and expunging existing licenses are only done at the end of the new billing cycle.
2.6. Agreements may be suspended for outstanding balance for other services and costs to reinstate existing services.
2.7. Termination of Agreements, either by the user based or device based plans incurs a $500 termination fee for the removal, extraction, of services and products. All clients are covered under this fee.
2.8 Client will be billed a reinstatement charge of $50 per service to re-establish service if payment or payment arrangements had not been arranged and agreed upon in writing prior to the service interruption.
2.9 If a client wishes to terminate any existing agreement over 30 days, the client agrees to satisfy any monies that reach the end of the agreement to satisfy the entire agreement.
2.10 Agreement terminations will become valid at the end of the month. Cancellations after the 1st of the month will end at the conclusion of the next month.
2.11 Client and or authorized officer of a client entity agrees fully to accept all charges, fees, collection fees, when service is canceled and due and/or at the conclusion and/or cancellation of agreements.
2.12 Agreements for products and or services that are individually under USD $50 per month require that they are paid for 1 year in advance against their primary billing method on file.
2.13 Contestments, chargebacks, reversals, and bank snapbacks may incur a fee and financing fees during the time of funding failure.
2.14 Cost Flucuations, All units (Devices, mailboxes, users, locations, etc.) may be added the Agreement at any time and will increase at rates outlined in any accepted proposal for products and services. Prices for Services a Client chooses to decline are subject to change after 15 days from the date of the Agreement. Any quoted pricing for non-contracted Services are invalid after 30 days of quoting.
2.15 Agreements that do not have a (COLA) or cost of living adjustment clause in any managed services agreement will have a minimum 5% total agreement adjustment added to the next billing cycle that will be added each additional year to the monthly agreement.
3.0 Statement of Work for Professional Services (if applicable)
3.1. TRITON TECHNOLOGIES has used the following assumptions and dependencies in preparing the attached Statement of Work: These assumptions are inextricably related to the estimate TRITON TECHNOLOGIES has made for these services.
3.2. TRITON TECHNOLOGIES will communicate with the appointed Project Lead for Client on this project. He/she will be responsible for all communications among all parties and for the escalation and resolutions to any issues for the Client. He/she will also be responsible for all project management associated with Project Plan tasks associated with the Client’s internal staff, or Client’s vendors and/or consultants.
3.3. The participation and commitment of the Client Project Team during the project will be critical to its success. This participation and involvement will include assigned tasks to team members as outlined in the Project Plan and in the roles defined in this document. Client’s network administrator, infrastructure administrator, database administrator, telephony system administrator and help desk team are expected to be available onsite during Go Live/Cutover.
3.4. At any time during the project, changes in the scope, assumptions, deliverables, or project plan will follow TRITON TECHNOLOGIES’ standard change control procedures as outlined in Change Control section of this SOW. The client must approve all change requests in order for TRITON TECHNOLOGIES to proceed with performing the work required by the requested change(s).
3.5. Project timelines will not be confirmed nor resources assigned until a signed Statement of Work, Purchase Order, and any Costs Due upon Signature have been received. TRITON TECHNOLOGIES will schedule the project based upon available resources, and an accepted Project Plan or Schedule Agreement, typically no sooner than 2 weeks after receipt of the signed Statement of Work.
3.6. Any change to scheduled dates and tasks after acceptance of the plan will follow TRITON TECHNOLOGIES’ standard change control
procedures and may extend the timeline for deployment of the solution.
3.7. Acceptance: Upon completion of the above-stated work, the Client will sign a Deliverables Acceptance Form. The signing of the Deliverables Acceptance Form by the Client or use of the solution by Client in a production environment for fourteen (7) days shall be considered acceptance of the solution. Acceptance of the solution shall indicate that TRITON TECHNOLOGIES has fulfilled all tasks and obligations outlined in this SOW.
4.0 Professional Services Coverage, Change Control
4.1. All parties agree that personnel shall not be asked to perform, nor volunteer to perform, engineering and/or consulting tasks that lie outside of the attached Statement of Work.
4.2. The following items are considered Out Of Scope in the implementation of the solution:
4.2.1. TRITON TECHNOLOGIES will not be responsible for any delays incurred by external providers, wiring and or network configurations.
4.2.2. Delays because of unavailability of items defined within the Statement of Work.
4.2.3. Any additional work that is requested by the Client from TRITON TECHNOLOGIES that is not outlined in the attached Statement of Work will be considered out of scope and require a Change Order that would be billed separately from this agreement.
4.2.4. Any change to scheduled dates after acceptance of the Project Plan will also follow change control procedures.
4.2.5. Unless modified by a Statement of Service associated with this agreement, all contracted services will be provided to Client by TRITON TECHNOLOGIES between the hours of 8:00 am and 5:00 pm Monday through Friday, Eastern Standard Time, excluding holidays. Unless explicitly stated otherwise, no overtime services will be provided without a Change Order authorizing such charges. “Overtime” is defined as any work performed outside of these times.
4.2.6. Any changes must be submitted in writing on a TRITON TECHNOLOGIES Change Order Form and may be subject to fees outside of this project’s contract. TRITON TECHNOLOGIES will estimate the time and cost needed to implement change and the impact it may have on an execution of this Statement of Work. TRITON TECHNOLOGIES will perform the requested work once the Change Order has been completed and signed by the Client’s agent. Any change in price due to a Change Order will be immediately due upon execution of that Change Order.
5.0 Nondisclosure
5.1. This document and its conditions are confidential between TRITON TECHNOLOGIES and the Client. ALL TRITON TECHNOLOGIES Employees are required to sign a non-disclosure agreement as a condition of their employment. They may not disclose any information regarding TRITON TECHNOLOGIES or its clients except as outlined below.
5.2. Confidential Information. Except as provided in Section 5.3 below, as used in this Agreement, “Confidential Information” means any information furnished or disclosed, in whatever form or medium, by TRITON TECHNOLOGIES to Client relating to the business of TRITON TECHNOLOGIES, and includes, without limitation, contract terms, financial information, business procedures, processes, techniques, methods, ideas, discoveries, inventions, developments, records, product designs, source codes, product planning, trade secrets, customer lists, material samples, and the fact that TRITON TECHNOLOGIES and Client are negotiating or are parties to this Agreement, all of which is deemed confidential and proprietary.
5.3. Use of Confidential Information. TRITON TECHNOLOGIES and Client shall only use Confidential Information for the purpose of performing services under this Agreement and shall make no use of the Confidential Information, in whole or in part, for any other purpose. Both parties agree to refrain from disclosing the Confidential Information to third parties unless one of the parties has given its prior written authorization to the other. The parties further agree to take all reasonable steps to preserve the confidential and proprietary nature of the Confidential Information. However, if the parties are required by subpoena or other court order to disclose any of the Confidential Information, the party shall provide immediate notice of such request to the other party and shall use reasonable efforts to resist disclosure. If in the absence of a protective order or the receipt of a waiver under this Agreement, the parties are legally required to disclose any Confidential Information, then the parties may disclose such information without liability under this Agreement.
5.4. Remedies for Breach of Nondisclosure. The Confidential Information protected by this Agreement is a special character, such that money damages, although available, would not be sufficient to award or compensate for any unauthorized use or disclosure of the Confidential Information. The parties agree that injunctive and other equitable relief would be appropriate to prevent any such actual or threatened unauthorized use or disclosure.
6.0 Ownership of Work Product
6.1. General. All intellectual property developed by TRITON TECHNOLOGIES for internal use for the servicing of clients, their networks, rights associated with any ideas, concepts, techniques, processes or other internal work product created by TRITON TECHNOLOGIES during the course of performing the services shall belong exclusively to TRITON TECHNOLOGIES, and Client shall have no right or interest therein, the software, systems, procedures or services.
6.2. Managed Services Tools. Notwithstanding anything to the contrary in this Agreement, TRITON TECHNOLOGIES will retain all right, title and interest in and to all software development tools, know-how, methodologies, processes, technologies or algorithms used in providing the managed services which are based on trade secrets or proprietary information of TRITON TECHNOLOGIES or are otherwise owned or licensed by TRITON TECHNOLOGIES. Licenses will not be deemed to have been granted by either party to any of its patents, trade secrets, trademarks or copyrights except as otherwise expressly provided in this Agreement.
6.3. TRITON TECHNOLOGIES may provide equipment owned by TRITON TECHNOLOGIES and housed at Client’s premises. Such equipment may include but is not limited to routers, desktops, servers, software, and remote backup devices. Such equipment shall be treated with the same care and security as similar equipment owned by Client. Client shall be held liable for any damage or loss not covered by the manufacturer’s warranty. If such loss or damage occurs, Client will be invoiced the current replacement cost of the equipment plus shipping and handling and related installation charges.
7.0 Indemnity
7.1. TRITON TECHNOLOGIES shall not, in any event, be liable in contract, tort (including negligence) or for breach of statutory duty or in any other way for any indirect or consequential losses or for any loss of goodwill or reputation, loss of revenues, data, profits, contracts, business or anticipated savings.
7.2. Each party will indemnify the other against all costs except in the case of gross negligence by TRITON TECHNOLOGIES, claims, demands, expenses and liabilities arising out of or in connection with any claim that the normal use or possession of the products or software provided by third parties for integration purposes (whether used separately or in combination) infringes the intellectual property rights (including without limitation any patent, copyright, registered design, design right or trademark) of any third party.
7.3 Advancement of compensation, indemnification requirements or payments will not be required by the client from TRITON TECHNOLOGIES.
8.0 Representation and Warranties
8.1. TRITON TECHNOLOGIES represents and warrants that it (a) has the right, power and authority to enter into the Agreement and to fully perform all of the obligations hereunder, (b) will use commercially reasonable efforts to provide all services required of it under the Agreement in accordance with prevailing industry standards, and (c) owns or has acquired the requisite rights from third parties to the TRITON TECHNOLOGIES property.
8.2. TRITON TECHNOLOGIES does not manufacture hardware or commercial off-the-shelf (COTS) software covered under this Agreement. Any warranty provisions are passed through from the manufacturer and are subject to the manufacturer’s limitations. Any labor supplied by TRITON TECHNOLOGIES is not covered under the terms of the manufacturer’s warranty.
8.3. All returns are subject to manufacturer’s warranties and restrictions. Returns must be complete in their original packaging and in saleable condition. A re-stocking fee up to 100% of the purchase price of the item will apply as determined by manufacturer and or distributor(s).
8.4. Manufacturer warranties are effective as of the ORIGINAL invoice date of the equipment as per industry standards.
9.0 Disclaimer of Warranties; Limitation of Damages
9.1. The express, but limited, warranty in section 8 above is in lieu of all other warranties, express, implied or statutory, regarding TRITON TECHNOLOGIES services. TRITON TECHNOLOGIES and its affiliates specifically disclaim all warranties of any kind, whether express or implied, including, but not limited to all warranties of merchantability, fitness for a particular purpose, title and non-infringement and any warranties arising from course of dealing, course of performance or trade usage.
9.2. TRITON TECHNOLOGIES and its affiliates shall not be liable for any direct, indirect, incidental, special, exemplary, punitive or consequential damages, or for any lost data, including but not limited to damages for lost profits, costs of procurement of substitute goods or services, business interruption arising from or relating to this agreement or arising from or relating to the use of the software which has been modified by anyone other than TRITON TECHNOLOGIES, loss of programs, and the like, that result from the use or inability to use the services or from mistakes, omissions, interruptions, deletion of files or directories, loss of data, errors, defects, delays in operation, or transmission, or any failure of performance, however caused and under any theory of liability (including negligence or other torts), to the extent allowed by law, even if TRITON TECHNOLOGIES has been advised of the possibility of such damages.
9.3. Client agrees that the total liability of TRITON TECHNOLOGIES and its affiliates and the sole remedy of Client and any End User for any claims regarding TRITON TECHNOLOGIES services are limited to Client’s right to terminate this Agreement. Further, should a court nonetheless find that remedy is not exclusive or that TRITON TECHNOLOGIES is for any reason nonetheless liable for monetary damages, the cumulative liability in connection with this Agreement, whether in contract, tort or otherwise, shall not exceed the amount paid to TRITON TECHNOLOGIES under this Agreement during the three months preceding the events giving rise to such liability. The existence of more than one claim shall not enlarge that limitation of liability.
9.4. Subject to the exercise of all due care and diligence by TRITON TECHNOLOGIES and its affiliates in their selection and ongoing monitoring processes, then except as expressly provided in the Agreement, Client acknowledges that (a) TRITON TECHNOLOGIES is in no manner responsible for any action or inaction of any third party, including but not limited to cloud services (cloud email, cloud backups, etc.), internet service providers, hardware manufacturers, and software vendors; (b) TRITON TECHNOLOGIES has not represented that the services shall be uninterrupted, error-free, or without delay; and (c) TRITON TECHNOLOGIES does not and cannot control third-party companies whose actions or inaction can at times, produce situations in which services to the client may be impaired or disrupted. Accordingly, the client acknowledges that TRITON TECHNOLOGIES disclaims all liability related to events outside of our control and/or in the control of third parties, and the client shall have no right to rely upon any representation or warranty of any third party in respect to the services. Except as expressly provided in the Agreement, Client fully assumes the risk associated with errors in such information, instructions, and services.
9.5. Monitoring services such as Triton Watch are used as a tool to assist in proactively identifying possible technical issues. Monitoring IT systems, software, and hardware is a constantly moving target, and as such, no guarantees can be made that the tool can detect every possible issue, including but not limited to things like hardware failures, software failures, or configuration changes.
10.0 NonSolicitation of Employees
10.1. Client acknowledges that TRITON TECHNOLOGIES has a substantial investment in its employees that provide services to Client under this Agreement and that such employees are subject to TRITON TECHNOLOGIES’s control and supervision.
10.2. In consideration of this investment, the Client agrees not to solicit, hire, employ, retain, or contract with any employee of TRITON TECHNOLOGIES, without first receiving TRITON TECHNOLOGIES’s written consent.
10.3. If any employee involved with the delivering of these services terminates his or her employment with TRITON TECHNOLOGIES (regardless of the reason for termination), and is employed by Client (or any affiliate or subsidiary of Client) in any capacity either during the term of this agreement or within a 1 year period thereafter, Client shall immediately pay TRITON TECHNOLOGIES an amount equal to 100% of the then current yearly salary or wage paid by TRITON TECHNOLOGIES to such employee.
11.0 General Provisions
11.1. Equipment & Facilities. Client agrees that TRITON TECHNOLOGIES may utilize certain items of the Client’s equipment and may gain access to Client facilities. Client retains title and ownership in all of Client’s equipment owned by Client and utilized by TRITON TECHNOLOGIES. Facility access may be denied for any reason at any time, however, if access to facilities is denied, Client understands that TRITON TECHNOLOGIES may be unable to perform their duties adequately and if such a situation should exist, TRITON TECHNOLOGIES will be held harmless. The client also agrees that it will maintain a safe and secure work environment at all times.
11.2. Passwords. Client acknowledges that TRITON TECHNOLOGIES may need access to any and all systems and resources to perform their duties under this agreement. As such, TRITON TECHNOLOGIES must have access to any and all passwords necessary to perform duties under this agreement.
11.3. Third Party Vendors. The client is responsible for all hardware, software, and services provided by other consultants or third party vendors. This includes the hardware, hardware support, and troubleshooting of any issues related to these items. TRITON TECHNOLOGIES may provide Technical Services for troubleshooting 3rd party vendor issues according to current billable rates and terms.
11.4. Purchases. The client is responsible for all hardware and software purchases, data cabling, and power requirements.
11.5. Failure to Act. TRITON TECHNOLOGIES will guide and assist the Client in their efforts to resolve any matter related to hardware, software and/or infrastructure issues; failure on the part of the Client to act on these recommendations may result in additional charges.
11.6. Exclusions. TRITON TECHNOLOGIES reserves the right to exclude coverage from hardware and software that is deemed to not be supportable or maintainable.
11.7. Waiver. The failure or forbearance of TRITON TECHNOLOGIES or Client to enforce any right or claim against the other party shall not be deemed to be a waiver by TRITON TECHNOLOGIES or Client of such right or claim or any other right or claim hereunder. The waiver by TRITON TECHNOLOGIES or Client of a breach hereof shall not operate or be construed as a waiver of any subsequent breaches of the same or any other provision.
11.8. Entire Agreement. This Agreement constitutes the entire agreement between the parties with respect to the subject hereof and supersedes all prior proposals, agreements, negotiations, correspondence, demonstrations, and other communications, whether written or oral, between TRITON TECHNOLOGIES and Client. No modification or waiver of any provision hereof shall be effective unless made in writing signed and dated by both TRITON TECHNOLOGIES and the Client.
11.9. Severability. If any provision hereof is determined in any proceeding binding upon the parties hereto to be invalid or unenforceable, that provision shall be deemed severed from the remainder of the Agreement, and the remaining provisions of the Agreement shall continue in full force and effect.
11.10. Force Majeure. Neither party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder (except for the obligation for the payment of money) on account of any cause that is beyond the reasonable control of such party.
11.11. Applicable Law and Venue. This Agreement shall be governed and construed in all respects in accordance with the laws of the Commonwealth of Massachusetts. Client agrees it is subject to personal jurisdiction of the courts in Worcester County, Massachusetts, and any dispute arising out of this Agreement requiring adjudication by a court of law shall be filed and heard in the venue of Worcester County, Massachusetts.
11.12. Assignment. This Agreement shall inure to the benefit of, and be binding upon, any successor to or purchaser of TRITON TECHNOLOGIES whether by contract, merger or operation of law. In the event that a successor or purchaser begins operation, the client will have the opportunity to not renew any agreement, service or support and may exit the current agreement at the end of the calendar month without any fees or penalties. If the client wishes to renew with the successor or purchaser, that will involve a new agreement.
11.13. Arbitration. Any and all disputes, controversies, or claims arising out of or relating to this Agreement and or a breach thereof shall be submitted to and finally resolved by arbitration under the rules of the American Arbitration Association (AAA) then in effect. There shall be one arbitrator, and such arbitrator shall be chosen by TRITON TECHNOLOGIES in accordance with AAA rules. The findings of the arbitrator shall be final and binding on the parties and may be entered in any court of competent jurisdiction for enforcement. Legal fees shall be awarded to the prevailing party in the arbitration. Any fee’s, costs, legal fee’s, billable time accumulated to address legal, government or regulatory issues will be the responsibility of the client.
11.14. Massachusetts Regulations. To the extent that any records maintained or stored by TRITON TECHNOLOGIES pursuant to this agreement contain Personal Information (as herein defined in Massachusetts General Laws Chapter 93H, Section 1) about the Client’s employees, contractors, consultants, patients, or clients who are Massachusetts residents, TRITON TECHNOLOGIES shall: (i) comply with Chapters 93H and 93I of the Massachusetts General Laws, including the regulations promulgated pursuant to Chapter 93H at 201 CMR 17.00 et seq.; (ii) promptly the client in writing of any suspected or actual data breach involving Personal Information; and (iii) cooperate with the Client to investigate and remediate any suspected or actual data breach involving Personal Information. The provisions of this paragraph shall survive termination of this Agreement.
11.15 In the event of harassment, threats either legal, in person or through any communications methods, arguments, failure to follow methodologies, industry practices, TRITON TECHNOLOGIES has the right for immediate termination of the account(s), agreement(s), or project(s). Once TRITON TECHNOLOGIES at its discretion may immediately recover any outstanding monies, technologies or intellectual property by its representatives or through a third party. The client will give access to retrieve such assets at any time.
11.16 Legal discussions, demands, or communication through any method begins without notification to the other party, all communication will cease unless it is between both legal representatives of both parties. Discussions of legal outside of this context will not be binding and will be unenforceable. Legal communications can be sent to the address on file with the Secretary of State for either party unless otherwise specified.
12.0 Client Requirements
12.1. TRITON TECHNOLOGIES reserves the right to withdraw from the engagement if any conditions are not adequately met prior to the start of the engagement. Failure to meet these requirements will invalidate deadlines and acceptance conditions.
12.2. Proper, safe, and appropriate workspace and environmental conditions for the resource(s) deploying the solution.
12.3. A properly functioning and virus free network environment.
12.4. Proper environmental conditions for equipment being deployed (UPS Power, physical security, proper cooling etc.)
12.5. Any additional services that may be required to complete the project (Functional T1s, Electrical Power, broadband access, internet access, Public IP address spaces, etc.)
13.0 Voice Over IP Provisions (if applicable)
13.1. For any Voice Over IP/SIP deployment, Client is responsible for providing and documenting an infrastructure (gateways, switches, routers, data/voice lines) that support Voice over IP and proper QOS (Quality of Service) across all sites if TRITON TECHNOLOGIES does not do a site survey.
13.2. For any IP hard phone deployment, Client assumes the responsibility of defining, standardizing, documenting, and implementing IP hard telephones for deployment to all intended stations. This may include configuring DHCP servers to automatically update DNS host and pointer resource records when a device requests an IP address, and deployment of phone configuration files via FTP or TFTP server.
13.3. Circuits connecting the Switchvox SMB IP PBX to the PSTN will conform to Switchvox provisioning standards. Client is responsible for managing all Telecom/Data communication line orders, installations and their associated vendors.
13.4. For any integration with a Client’s PBX or 3rd party voice system, Client is responsible for providing PBX technical support, programming, and configuration, during the installation.
13.5. Due to the time-sensitive bandwidth requirements of an Internet Telephony solution, it is the responsibility of the Client to ensure that sufficient bandwidth is available for operating a VoIP-based solution. TRITON TECHNOLOGIES accepts no responsibility for sound quality issues as a result.
13.6. TRITON TECHNOLOGIES will not be responsible for delays in the delivery of any phase of the project that are outside of their control and or the responsibility of any Telco or PBX Provider including the provisioning requirements for either Voice or Data T1’s.
14.0 Voice Over IP Risk and Responsibility Disclaimer (if applicable)
14.1. Given the complexity of a Voice Over IP/SIP telephony deployment, TRITON TECHNOLOGIES would like to ensure that the infrastructure on which the telephony system is to be built, is capable of handling voice services. This includes the proper hardware infrastructure (gateways, switches, routers, data/voice lines) and configuration of Quality Of Service (QOS) and VLANS on these devices. The success of the telephony deployment is contingent upon the infrastructure.
14.2. TRITON TECHNOLOGIES recommends any Client attempting to run voice services over a new or existing data network contract with TRITON TECHNOLOGIES to provide the necessary hardware infrastructure and configuration services necessary to provide a network infrastructure that fully supports Voice Over IP/SIP telephony. This step will aid in eliminating normal Voice Over IP problems of latency, jitter, response time, packet loss, resulting in a breakup, echo, and overall poor voice quality.
14.3. Internet-based Telephony solutions are highly sensitive to bandwidth and latency fluctuations. TRITON TECHNOLOGIES will not be held responsible for issues relating to poor sound quality such as jitter, delay and dropout on Internet Telephony solutions.
14.4. I understand that if I elect to not contract with TRITON TECHNOLOGIES to provide the necessary hardware infrastructure and configuration services necessary to provide a network infrastructure that fully supports Voice Over IP/SIP telephony, it is my responsibility to provide the appropriate network infrastructure.
14.5. I understand that if I elect to provide the appropriate network infrastructure on my own, TRITON TECHNOLOGIES will not be responsible for any voice quality or connectivity issues and that TRITON TECHNOLOGIES will bill me for any voice quality or connectivity troubleshooting services at current Network Engineer rates.
15.0 Communications
15.1. TRITON TECHNOLOGIES utilizes a VoIP based PBX for communications, all calls are recorded for evidence, quality control and accuracy for documentation. The system is maintained by TRITON TECHNOLOGIES vendors and cannot be disconnected, disabled or purged. By calling TRITON TECHNOLOGIES you waive your rights to not be recorded.
15.2 Emails, Faxes and submitted documents are kept indefinitely for all clients. If a document is submitted it is scanned in and the original kept or stored offsite.
15.3 All requests for service, support, or maintenance must be communicated exclusively through Triton Technologies’ official channels. The official channels are defined as: (a) sending an email to [email protected]; (b) calling our main telephone number applicable to your location; or (c) submitting a support request through our official web portal at www.tritoncomputercorp.com/support. In the event that certain locations cannot be dialed, you may contact our main location at 866-304-4300.
15.4 Only communications received through the official channels specified in Section 15.3 shall be recognized for the purposes of initiating any service level agreements or response times. Communications directed to individual employees, staff members, or sent to non-designated support email addresses may be deleted, archived, or forwarded at our discretion and will not qualify for service, support, or maintenance purposes.
15.5 Delays in service, performance, or any other obligations resulting from communications not made through the official channels shall not be the responsibility of Triton Technologies or its affiliates.
15.6 By engaging Triton Technologies’ services at any level or under any agreement, you are automatically enrolled in our marketing communications. All approvals, acceptances, and agreements shall constitute consent to receive any and all communications from Triton Technologies for purposes including, but not limited to, marketing, sales, or informational engagement.
16.0 Contract Conflict
16.1 In the event of a conflict between these Terms and Conditions and any quotations accepted by both parties, the quotation shall take precedence.
16.2 Notwithstanding the foregoing, Triton Technologies reserves the absolute authority to invalidate any quotations or acceptances when an event, price change, availability issue, billing discrepancy, or other relevant circumstance arises. Such invalidation shall be at the sole discretion of Triton Technologies, and the company shall not be held liable for any consequences resulting from such action.
17.0 Hardware Fresh Agreements
17.1 Hardware Fresh designated devices either by agreement, purchase agreement or bundled with another agreements have a minimum of 3 year cycling agreement. The hardware under this agreement in all forms through physical, services, or combination thereof is 100% property of Triton Technologies and can be repossessed, disabled, formatted, destroyed or any other activity at TRITON TECHNOLOGIES discretion.
18.0 Hardware Acquisition
18.1 In the event that a client purchases hardware, software, licenses, SAAS, HAAS or other hardware not acquired directly from TRITON TECHNOLOGIES may incur a setup, licensing, performance fee regardless of agreement. The acquisition may have additional costs associated with the setup, operation or configuration of the products that are not covered by any agreements.
19.0 Definitions of Services
19.1 Helpdesk is defined as remote support through either telephone, software agent, email, remote access utility or by VPN.
19.2 Onsite support is defined as a physical individual either a representative or direct employee of Triton Technologies, subcontractor, vendor or other authorized individual who is physically present at the client’s authorized facility, agreed-upon location or is being serviced at one of Triton Technologies authorized locations or offices.