Terms & Conditions

Product, Service & Maintenance Agreement
Terms & Conditions of Use

These Terms & Conditions are updated on a regular basis as appropriate to comply with security protocols and adapt to the ever-changing landscape of technology services and solutions, as well as protect all parties involved in technology services and solutions provided by Technowledge Inc. We recommend reviewing our Terms & Conditions on a monthly basis to stay abreast of changes and modifications.

1. Definitions in this agreement

“TNO” shall mean Technowledge, Inc., of 3630 Sinton Road, Suite 310, Colorado Springs, CO 80907 Company Number 719-433-7722
“Client” means the company, organization, person or persons that enter into the agreement for the supply of Products and/or Services by Technowledge.
“Users” and or “End Users” means the individual(s) using the products and or services.
“Account” means the confidential file where the details of the Client are held.
“Agreement” means a contract for the provision of TNO’s Products and/or Services signed by both parties (TNO and the Client). The agreement declares that the Client accepts TNO’s Support & Maintenance Contract Terms and Conditions and agrees to the provision of services as outlined in the Service Agreement.
“Service Agreement” means a contract for the provision of TNO’s Products and/or Services signed by both parties (TNO and the Client). The agreement declares that the Client accepts TNO’s Support & Maintenance Contract Terms and Conditions and agrees to the provision of services as outlined in the Service Agreement.
“Service Agreement” means the schedule to the Agreement listing the services, products, Product or System and or applications covered under the agreement.
“SLA” means the Service Level Agreement that dictates the Response Times provided by TNO to the Client for Cases and the availability / regularity of services.
“Product or System Audit” means an assessment of the Client Product or System(s) by an TNO consultant to gain the necessary understanding of the Product or System for TNO to be able to supply the required level of support.
“The Initial period” means the period of 36/60 months from the commencement of the Service Agreement.
“Subsequent period(s)” means the subsequent period (s) thereafter unless terminated by not less than 1 months written notice to expire at the end of the relevant year.
“Distributor” means any supplier to Technowledge, Inc.
“Vendor” and/or “third party Product or System vendor” means the company who has designed or developed the Product or System.
“Equipment” means the equipment specified in the Service Agreement.
“Roaming Computers/ Users” means a workstation, mobile communication device or user that is not permanently located at the Client’s site when the workstation or mobile communications device in question is owned by the Client and is part of the Client’s domain.
“Server Instance” means a network, email or other server, whether physical or virtual.
“Product or System” refers to the hardware, software, licensing, custom solution designs or hybrid cloud designs specified or provided in the Service Agreement. Software applies to all parts of Product or System, to new releases, updates and modifications of the Product or System.
“Support Hours” means 8:00am to 5:00pm Monday to Friday excluding public and national holidays. TNO reserves the right to reduce these support hours during Christmas and New Year and will publish any change of hours prior to the period on the TNO website at http://www.technowledge.com.
“Technician or Representative” means an employee, agent or subcontractor of Technowledge, Inc. or other third party.
“Service” means any IT Services as specified in the Service Agreement. Service may include both proactive and reactive actions to maintain the Product or System’s accepted operational status. There will be times when Changes as opposed to Support are required to maintain the accepted operational status of the Product or System. Such Changes may be deemed as being chargeable.
“Change(s)” mean a modification that is material or otherwise that alters the hardware or Product or System configuration of the Product or System defined in the Agreement.
“Remote support” means any support given to you by us that is not given on site.
“Proactive support” means any support given to you by us within the agreed upon terms in the Service Agreement.
“On Site Support” means the provision of support services by TNO at the Client site(s) as specified in the Service Agreement.
“Client Site” means the Site or Sites specified in the Service Agreement at which the Client operates the Product or System defined in the Agreement.
“Critical Events” means more than half of the staff is unable to work, server/switches/routers are down, theft or break-in, natural disaster, cyber breach/attack, rogue employee/ person.

2. Service Agreement

Upon commencement of the Agreement a Product or System Audit will be performed, TNO may at its discretion require a Product, System or Client Site audit prior to commencement of the Agreement.
The Client accepts responsibility for the status of their Product or System prior to the involvement of TNO.
Any deficiencies found during the Product, System or Client Site Audit will be noted in the report produced and can be corrected or improved by TNO for a fixed price.
The Client is under no obligation to commission TNO to resolve issues discovered during the Product, System or Client Site Audit.
If the Client does not wish to adopt recommendations for improving aspects of the Product or System or resolve deficiencies highlighted or if there are omissions in the information provided by the Client during the Product, System or Client Site Audit, TNO retains the right to charge additional fees or impose reasonable limits on the Services provided for certain aspects of the Product or System.
The fees for TNO’s Service will be calculated based upon the number of sites, products or systems required within the Clients site along with any other relevant factors or specific requirements the Client may have. A quotation will be provided to the Client confirming costs for the service.
The Agreement will include the Service Agreement. This will be a list of the component parts of the service and associated SLA’s.
Sign off the Agreement by the Client will be deemed as acceptance of the Service Agreement and therefore acceptance of what will be supported under the terms of the Agreement.
Service Agreements may require amending from time to time depending upon the Client’s needs and Changes to the Product or System. Any such amendments will be recorded and appended to the Agreement.
The Service Agreement may include Roaming Computers / Users (usually laptops or mobile communications devices such as smart phones) that are regularly away from the Client’s Site. Such computers must be owned by the Client and of a configuration that is consistent with the computers at the Clients Site. This configuration requires Roaming Computers to be within the Client’s domain architecture and having appropriate Antivirus Product or System installed.
The Client will be required to provide confirmation of all Product or System Licensing applicable to the Product or System either at the commencement of the Agreement or as required by TNO during the Agreement.

3. Requesting Support

All non-critical requests for Support from the Client must be made via the website at http://www.technowledge.com/open-a-support-case.html.
All Critical Events (as defined above) requiring Support from the Client can be made through the website or by calling 719-433-7722 during normal support hours. The Client must inform TNO of any Cases as soon as is practically possible. If there is a delay informing TNO of obvious warning signs then the fault may grow and cause additional impact.
Upon receiving notification regarding an issue with the Client’s Product or System, the issue will be logged as a Case with an assigned case number.
In the event of the Client wishing to query the progress of a Case, the Client must be able to state the specific Case reference number to enable TNO to identify the Case in question.

4. Delivery of Support

Support will be delivered by TNO to the Client in accordance with the Service Agreement.
TNO retains the right to install 3rd party Product or System on the Client’s Product or System to facilitate the remote connection and delivery of Support to the Client. In accordance with this right:
1. If at any stage following the commencement of the Agreement the Client refuses TNO the right to install / use 3rd party Product or System upon their Product or System for the purposes stated in clause b above, TNO retains the right to revise any pricing previously agreed for the Agreement or to terminate the Agreement.
2. TNO warrants to the Client that all 3rd party Product or System installed upon the Clients Product or System for the purpose stated in clause b above will be licensed accordingly by TNO.
3. The ownership of 3rd party Product or System installed upon the Client’s Product or System for the purpose stated in clause b above will remain vested in TNO.
4. The Client can request that TNO demonstrate and explain what 3rd party Product or System it intends to install on the Client’s Product or System and for what purpose it is intended.
While working on Cases, Technicians will keep a record of the time they spend and the actions taken. This information will be logged in the TNO Dynamics 365 Application under the specific Case reference number.
No guarantees or commitments will be given regarding the length of time required for resolving Cases.
In providing Support, Technicians regularly refer to colleagues for help and advice with specific issues to resolve Cases as quickly as possible.
To ensure that Cases are resolved as quickly as possible and to reduce the reliance on individual Technicians, TNO retains the right to allocate Technicians to Cases and actions within Cases as they see fit, depending on the skills, experience and availability of Technicians.
The Service Agreement specified in the Agreement will determine the actual Response Times available under the following categories:
1. Remote Support (Response Times will vary depending on technician availability)
2. On Site Support (Response Times will vary depending on location of Client Site and technician availability)
TNO retains the right to decide whether Support will be delivered remotely or on site.
If, because of Support being provided, a Product or System other than that installed by TNO for facilitating remote connection and the delivery of Support is installed, configured or in any way utilized on the Client’s Product or System, the Client is responsible for having the appropriate license for the intended use of that Product or System.
The Client accepts that while TNO may advise on Product or System licensing matters, the Client will be legally liable for maintaining, acquiring and proving that appropriate licensing agreements for all Product or System in use on their IT Product or System exists. Consequently, the Client will be solely legally liable to pay any fees, fines or other costs associated with Product or System licensing except for Product or System installed by TNO.
The Client will provide TNO or its technician with unrestricted access to the Product or System and will provide such further facilities and assistance as the representative may require carrying out the work. TNO will not be liable for where its technician cannot provide support because of the Client failing to provide such facilities or assistance.

5. Availability of Support

Standard Working Hours.
1. TNO’s standard working Hours for the provision of remote Support services are 8:00 AM – 5:00 PM Monday to Friday (excluding public holidays) unless expressly stated otherwise in the Agreement.
2. TNO’s standard working Hours for the provision of onsite Support services are 8:00 AM – 5.00 PM Monday to Friday (excluding public holidays) unless expressly stated otherwise in the Agreement (Including 1 hour for lunch).
3. Technicians will work on varying shift patterns within the hours stated above. This means that individual Technicians do not necessarily work from 8:00 AM to 5:00 PM daily.
Out of Hours Periods.
1. TNO will provide remote helpdesk Support during Out of Hours Periods which are the times beyond TNO standard working hours as outlined in the clause above, by pre-agreement only.
2. On Site Support will NOT be available during Out of Hours Periods unless explicitly stated in the Client’s Service Agreement.
The Client is responsible for giving TNO the authority to deal with 3rd party suppliers on behalf of the Client. When such authority has not been provided, the Support that can be offered by TNO may be limited.
The full breadth and depth of TNO’s technical skills and expertise will not be available during Out of Hours Periods. Consequently, there may be instances when the on-duty Technician reaches the boundary of their experience causing Support to be suspended until other technical members of staff are available.
When other technical expertise and experience is required in relation to a Case logged during an Out of Hours Period there is no guarantee that this will be available before the start of the next normal working day.
Planned maintenance (e.g. Server reboots) can be scheduled for Out of Hours Periods at no extra cost to Clients with an Agreement.
TNO cannot guarantee that the remote connection to the Client’s Product or System will always be available due to issues with the Client’s Product or System or other external factors beyond the control of TNO (e.g. Internet Service Provider problems).
When Remote Support cannot resolve the Case and On-Site Support is required, the On-Site visit will be arranged for the soonest available point in time during TNO’s standard onsite Support Hours 8:00 AM – 5.00 PM Monday to Friday.
When an onsite visit is required, it will take place in accordance with the Response Times available within the Client’s Service Agreement. Consequently, there is no guarantee that an onsite Support visit will commence immediately at the start of the next standard hours period (8:00AM).
When a Client has a Case that is being worked upon during normal business hours that remains unresolved at 5:00PM, Support will not continue in the Out of Hours Period by default.
If Support on a Case that remains unresolved at 5:00PM to continue and be worked on beyond 5:00PM, the Client will be required to specifically request an immediate Out of Hours task to be logged within the Case in question.
The Client can opt to pay for Support during Out of Hours Periods either by:
1. Agreeing to a fixed fee as part of the overall support cost to be able to log unlimited Out of Hours Support. The fixed fee will be stated in the Service Agreement.

Agreeing to pay for Out of Hours Support on a pay as you go basis at an agreed hourly rate stated in the Service Agreement.
When Out of Hours Support is requested on a pay as you go basis, the fees for Out of Hours Support will be invoiced in arrears as/when applicable as a separate line item in TNO’s invoices.
All Out of Hours Support Cases logged will be subject to a minimum billing period of 60 minutes, followed by subsequent billing periods of 60 minutes.
TNO retains the right to revise the fees for Out of Hours Support from time to time and will notify Clients in advance in accordance with the guidelines stated in the Agreement from time to time.

6. Proactive Support

Where your support contract provides for, in addition to Telephone, Remote & onsite Support, TNO will provide regular proactive support visits as set out in the Service Agreement.
During the proactive support visit, a consultant will visit the Client site for the provision of maintenance services which will include, but not limited to, checking successful operation of backup procedures, disk management and server updating/patching and other general servicing procedures.
Once the regular checks of the server(s) and Product or Systems have been completed any remaining time may be used for other IT associated purposes, i.e. installations or other work as requested by the Client.
Proactive Support contract hours and Proactive Support hours not used in a month from the Proactive Support will not rollover into the next month.
1. In the event the Client has a rollover option for Proactive Support hours the Client understands:
  1. If the Client has any invoice(s) outstanding for 30 days, the Client will be unable to access any of the rollover hours
  2. If the Client has any invoice(s) outstanding for 90 days, all the Client’s rollover hours will be forfeited.

7. Chargeable Services

A Change may be in the form of urgent repair work deemed as being within the scope of the Service Agreement to maintain the accepted operational status of the Product or System. Alternatively, a Change may be an enhancement for security, stability, scalability or functionality reasons that will not be covered within the scope of the Service Agreement unless undertaken at the discretion of TNO as a proactive measure.
Requests from Clients for Changes to their Product or System not deemed as being implicit within the ongoing Support duties required under the scope of the Service Agreement will normally be chargeable as separate pieces of work. TNO will however assess each request on a request by request basis. If a request can be completed via remote support within a 30-minute period there will not normally be a charge, any work requiring longer involvement will be charged in billing periods of 30 minutes at the rate specified in the Agreement.
For separate pieces of work in the form of “consultancy” or “project work”, charges will be at the hourly rate as set out in the Service Agreement, unless a fixed price has been pre-agreed in the form of supporting quotes and proposals. The Client will be required to confirm commencement of such work via a signed Service Agreement.
TNO will always endeavor to seek the Client’s approval for chargeable Changes in advance, however, TNO retain the right to perform chargeable Changes that fall outside of the Agreement without prior sign off if deemed necessary for the continued operation of the Client’s Product or System.
TNO retain the right to revise the fees charged for ongoing Support under the Agreement following the implementation of Changes.
Any Changes performed by TNO to the Product or System will be Supported under the Agreement, once any warranty periods have expired, and pending agreement being reached on revised fees for ongoing Support (if applicable).
The Client retains overall responsibility for their Product or System. Any Changes made to the Product or System by the Client or a 3rd party instructed by the Client, may be approved in principle prior to being implemented. However, such changes will only be covered by the Agreement once approved by TNO upon completion of the implementation.
For such Changes to be approved upon completion, TNO must receive appropriate details from the Client in a timely fashion to assess the impact they will have on the Product or System and if they may cause the need for additional Support.
If accepted, with or without an increase to the fees charged via the Agreement, the Changes will be noted in Appendix 1 of the Agreement.
If Support is required for an unapproved Product or System Change or another Product or System, TNO will endeavor to provide Support under the terms of the Agreement, however TNO retain the right to refuse Support or impose additional charges as necessary.
If the Client’s Product or System grows in numbers of workstations or Server Instances by 25% over any given period, TNO retains the right to request a Product or System review.
The result of the Product or System review may lead to the fees charged under the Service Agreement to be revised.

8. Life Cycle
TNO will:

Notify the Client of any discontinuance of a product, or modification to such product which substantially affect functionality and/or security thereof at least six (6) months in advance from the date of such discontinuance or modification.
1. Inform the Client of the product(s) replacing such discontinued or modified product(s).
2. Assist the Client through the purchasing process of the new or modifies product(s).
3. Offer an additional service agreement to the Client for the new or modified product.
4. If the Client refuses to purchase the new or modified product(s) TNO may at its own discretion offer a Discontinued Product Service Agreement.

9. Exclusions/Excluded Work

Clients must accept that computers, Product or System and their associated products can be supplied in an imperfect state or can develop faults over time and that TNO’s role is to reduce the effects of such imperfections rather than to eliminate them.
TNO retains the right to exclude 3rd party Product or System from the scope of the Agreement.
When 3rd party Product or System is included within the scope of the Agreement, Support will only be provided to users that have a reasonable level of competency and once the user has used help files and other resources available from the vendor.
TNO does not commit to having experts available for all 3rd party Product or System and therefore cannot guarantee being able to resolve all Cases relating to 3rd party Product or System logged and will not provide training under the terms of the Agreement.
When 3rd party information or services are provided TNO can make no guarantees about quality or suitability.
TNO cannot guarantee that any 3rd party Product or System including but not limited to Anti-Virus, security and firewall Product or System, whether recommended by TNO or not will keep computer(s) free of errors, viruses, worms, trojans, email spam, spy ware, hacking or any other unauthorized access.
In certain circumstances when an issue exists with an aspect of the Client’s Product or System, TNO may recommend a solution that will require a capital cost outlay by the Client. Such costs will not be covered by the Service Agreement.
If the Client chooses not to adopt the solution recommended by TNO and the issues continue, TNO retains the right to refuse or limit Support in respect of the item / issue in question.
Alternatively, a higher charge for continued Support for the item / issue may be introduced to reflect the additional effort that would not have been required if the recommendation were adopted.
TNO will require Administrator-level access to the Product or System at all times.
TNO cannot be held responsible for being unable to provide Remote Support due to a lack of remote access to the Product or System, when the lack of remote access results from a problem with connectivity that is beyond TNO’s control.
TNO will respond to Cases in accordance with the Service Agreement.
TNO retains the right to decide the appropriate course of action for each Case and will follow the necessary troubleshooting steps to diagnose and then rectify the Case.
Depending upon the nature of the Case, TNO may have to impose a workaround to rectify the Case as opposed to a fix. Any workaround may be temporary prior to a permanent solution being instigated or permanent if the Client decides not to proceed with a permanent fix.
A workaround may be of a technical nature or may involve changing a manual business process performed by the Client.
TNO will always aim to return the affected area of the Product or System to an acceptable operational state, however depending on the nature of the problem this may not be possible without Changes to the Product or System being made as directed by the vendor or hosted solutions provider.
TNO retains the right to not install, configure or Support any Product or System for which the Client cannot provide / produce a valid license for.
Other services not included as standard within the scope of the Agreement include:
1. Procurement of new or replacement hardware, Product or System of whatever nature.
2. Installation, physical removal or relocation of hardware and Product or System except as specified in the Service Agreement.
3. Provision of Hardware warranty for repairs or replacement of equipment including but not limited to networked printers, photo copiers, fax and scanning machines (The Client is responsible for keeping records of all 3rd party warranties and licenses).
4. Provision of Anti-Virus Product or System (TNO will make recommendations but the Client will remain responsible for purchasing the appropriate license).
5. Technical or end user training on the Client’s Product or System or 3rd party applications.
6. Internet connections email and web hosting services and remote file storage services.
7. Work required because of operator error or any other improper use, care of or accident to the Product or System, or any failure of or change in: electricity, air conditioning, humidity control or other environmental or operating conditions not recommended or approved by TNO, or by the Product or System manufacturer
8. Electrical or other work external to the equipment.
9. Work on any item of the equipment that has been moved, repaired or tampered with by any person other than one of TNO representatives.

10. Complaints

In the event of a complaint in respect of TNO’s IT Services in whole or part, the Client shall notify TNO as soon as possible.
When a Client needs to raise a complaint, the complaint should be communicated to a director of TNO either verbally or in writing. The Director will then investigate the complaint to resolve the issue or provide a full explanation of the actions / issues that resulted in the complaint.
If TNO fails to resolve the Clients complaint in a reasonable and or timely fashion, the Client may exercise its right to terminate the Agreement with immediate effect as outlined in section 15.
If the Client is dissatisfied with the quality of performance of a Technician, the Client must inform TNO immediately, stating the basis for dissatisfaction. If, in the view of TNO, the situation merits it, TNO will withdraw the Technician immediately and will use its reasonable endeavors to provide a replacement.

11. Product Delivery

All ordered product will be delivered to TNO for quality inspection and provisioning purposes.
Client will be notified of delivery of any products ordered through TNO.
Delivery and deployment will be scheduled by the Client’s assigned Account Executive according to TNO availability and SLA timelines.
The Client agrees to accept delivery of all products ordered by TNO.
1. All products delivered to Client site will require a signature of acceptance.
2. If Client orders products and does not respond to communications to schedule delivery, the product will become property of TNO after 30 days.
3. If Client does not accept delivery of products, products will be returned to vendor and Client assumes all cost for the products and associated labor costs.
The Client understands that delivery timelines will be adjusted according to vendor and product availability.
If product is delivered damaged or requires additional parts prior to install, the Client understands that TNO will adjust install dates and delivery times.

12. Invoicing and Payment

Terms and Conditions acceptance.
1. Accepting the Terms and Conditions will be required as part of the invoicing and payment process. By accepting payment(s) for support, services, licensing, consultation(s), software, hardware or any of type of services provided by TNO, client is agreeing to the current Terms and Conditions found at www.technowledge.com/terms-and-conditions. It is the responsibility of the client to refer to the Terms & Conditions on a recommended monthly basis to be aware of any changes or modifications made to the Terms and Conditions.
2. Details on how Terms and Conditions will be updated are available in section 23.
3. Client with a signed monthly Service Agreement to include possible third-party Service Agreements, such as but not limited to Office 365 services, voice services, lease agreements, etc. are immediately agreeing to the current Terms and Conditions upon signing of monthly Service Agreement(s).
The Client will be invoiced for TNO’s IT Services in advance, and is payable from the date of acceptance of the Agreement by both parties and will be subject to the following conditions:
1. For the initial period of the Service Agreement, the Client will not be required to pay any increased charges. Subsequent period(s) may incur additional charges, and be increased at any time on or after the expiration of the initial period, subject to TNO providing written notification no less than 30 days before such increase.
2. Upon the Client terminating the Agreement, payments or arrears will be proportionate up to the date of termination.
3. TNO reserves the right to change the payment frequency to annually in advance, where a Client’s payment of monthly invoices is not made promptly for a period of 3 months.
4. The Client will not be eligible to any discount for services if TNO finds it necessary to change the payment frequency to annually in advance.
The Client may opt to pay quarterly in advance and receive a 2% discount on the baseline price for the services specified in the Service Agreement.
OR
The Client may pay 6 months in advance and receive a 4% discount on the baseline price for the services specified in the Service Agreement.
OR
The Client may pay annually in advance and receive a 6% discount on the baseline price for the services specified in the Agreement.
Late/Returned Payments.
1. Should the Client fail to pay and clear the full amount specified in any invoice within 2 business calendar days of the invoice's due date to TNO, a late fee equal to 3% of the invoice total shall be added to the amount due.
2. If a payment from the Client is not made for support charges or any part thereof, and remain unpaid for a period of 30 days, TNO may without prejudice to other rights, give notice in writing to the Client requesting payment within seven days, failure to pay within the seven-day period may result in suspension of the services and TNO’s obligations under the Service Agreement and the Client will be liable for payment in FULL for the remaining Service Agreement term of 36-60 months.
3. In the event of suspension, TNO reserves the right to provide the Client with written notice of suspension of services.
4. If a payment is returned, there will be a $25.00 NSF fee applied per item.
Delinquent Account Payment Schedule.
1. TNO reserves the right, at its own discretion, to establish a payment plan for a client with a delinquent account status.
2. The established payment plan will be provided based off the terms, conditions, and schedule determined by TNO.
Reverse Charges.
1. If Client reverses charges for any reason, the Client would be liable for the charge in addition to associated bank and administrative fees.

13. Warranty/ Guarantees

If, after reasonable effort has been completed by both TNO with cooperation with the Client, in general, hardware may be returned within 30 days and will be subject to restocking, shipping charges as specified by the vendor. Labor costs for install and recovery will apply and are non-refundable.
TNO cannot warranty parts which are supplied by the Client.
If the Client chooses to buy a used part(s) from TNO, any part(s) are sold as is, with no refund for the part(s) or service(s).
All parts purchased by TNO on the Client’s behalf will be new parts which will have a warranty from the vendor.
TNO cannot be held responsible if the part does not function correctly because of abnormal handling procedures by the Client.
The Client shall be held responsible for any software, installation, deployment, and provisioning cost(s) not covered under warranty.
The Client should refer to their extended warranty for any damage to their hardware and software because of such occurrences.
All repairs carried out by TNO or our representatives shall be guaranteed for a period of 30 days. This guarantee does not affect the Clients statutory rights.
Except as expressly stated in this agreement, the seller expressly disclaims and negates any implied or express warranty of merchantability, any implied or express warranty of fitness for a purpose, and any implied or express warranty of conformity to models or samples of materials.

14. Renewal Policy

TNO will notify the Client of an upcoming contract’s scheduled end date both 60 days and 30 days before the Client’s contract term date. Client will need to sign a new Service Agreement for the new agreement period.
In the event Client does not sign a new Service Agreement prior to the contract term date, Client will automatically enter into a 6 month Service Agreement with pricing adjusted accordingly with current rates.
Pricing is subject to increase to the current rates from TNO.
If the client does not sign a new agreement prior to the term date, the client will automatically enter into a month-to-month agreement with pricing adjusted accordingly and with current rates.

15. Termination of Agreement

If Client terminates the agreement in writing to TNO, Client will be liable for the FULL charges of the contract term of 36/60 months according to the Service Agreement signed.
TNO can terminate any service agreement immediately should any of the Section 26 be breached.
TNO can terminate any service agreement should a client display any type of reckless technology practices or requests that will lead to possible compliance breach associated with PII, PCI, HIPPA, HPI, HITECH and any future compliance requirements.
TNO can terminate the Agreement or any aspect of it including at any time with 30 days’ notice in writing via certified letter.
TNO can terminate the Agreement or any aspect of it with immediate effect if the Client becomes the subject of a receivership, winding up, administration or bankruptcy order (or a petition is presented in respect of any of these). Or, if it otherwise appears to TNO that the Client is insolvent and unable to pay its debts as they fall due.
TNO shall be entitled to terminate the Agreement if the Client commits a material breach of the Agreement and fails to remedy the breach within 30 days of receipt of written notice from TNO.
The Client shall be entitled to terminate the Agreement if TNO commits a material breach of the Agreement and fails to remedy the breach within 30 days of receipt of written notice from the Client.
In the event of termination of the Agreement, TNO retains the right to uninstall any 3rd party Product or System from the Client’s Product or System that TNO own the license for or that TNO have installed on behalf of a 3rd party who own the Product or System license.
The Client remains liable prior to termination for payment(s) of all outstanding charges for all Services, Equipment, Software, and Licensing purchased from TNO and their partners.
1. Payment must be received within 15-days of TNO receiving the 30-day notice.
2. The entire remaining balance of the Client’s balance per the Service Agreement will be due and payable now.
3. No proration or credit will be offered or supplied for terminated Services.
4. If the Client wishes to terminate services with a Hosted Solutions Provider(s), the Client is subject to any cost(s) TNO receives for early termination of service(s).
5. It is the client’s responsibility to resolve and dispute with TNO without the use of attorneys or legal council
6. Should client resort to the use of attorneys or legal council to resolve dispute(s), the client is responsible for any costs TNO incurs for any legal counsel, attorney or court costs.
7. TNO cannot be held responsible or liable for any cost(s) associated with a clients decision to hire legal counsel, attorney costs and/or court fees in relation to any disputes between Technowledge and the client.
Off-boarding/ onboarding to another Provider:
1. Off-boarding will commence once all early termination fees have been paid in full.
2. Must be completed within 15 days of last date of service by TNO.
3. The Client remains liable for all labor costs incurred by TNO and this cost is not included in the early termination fees.

16. Cyber Damage Indemnification Clause

The Client hereby indemnifies TNO of any loss if there is a cyber security incident and data or sensitive information is irreparably lost. TNO shall not be liable for loss of any Client data.
The Client agrees to hold harmless TNO for any damages if reasonable action is taken on behalf of the Client, with respect to the Client’s contracted level of service.
TNO is only responsible for maintaining the Client’s systems’ solutions for anti-virus, ransomware, malware, deleterious software or any other malicious hardware or software. TNO will make every effort to ensure that the provided solutions are consistently updated and provide industry-level security.

17. Data Loss & Backup Policy

TNO will back up all systems upon the receipt by TNO as they are presented to TNO; however, this is not a guaranteed backup service. TNO cannot be held liable for loss of the backup. Backups are created only for internal use and will be discarded / over written after the Client’s computer or network problems are solved.
TNO exercises as much caution as possible when handling client data but TNO cannot be held responsible for data loss or hardware failures (during or after leaving) because of TNO performing any services on the Client’s computer, hardware, software, or network equipment.

18. Unforeseen & Preexisting Problems

The Client’s computer, hardware, software, and network equipment will only be treated according to the replicable symptoms specified by the Client.
TNO will not treat symptoms which were not specified by the Client unless instructed to do so. This will be verified by email, or written communication.
TNO cannot be held responsible for further hardware, software, or network equipment failures that may have been a result of a separate problem not specified by the Client but occurring at the time of service.

19. Limitation of Liability

TNO is not responsible for the loss of Client data. TNO is responsible for ensuring the backup Product or System and related hardware (when applicable) is set up correctly, however, the Client is ultimately responsible for ensuring the appropriate backups are completed and that data is taken off site or otherwise secured appropriately.
The liability of TNO for any loss or damage of whatsoever nature and howsoever caused shall be limited to and in no circumstances, shall exceed the aggregate price paid for the services under the Agreement up to the date in question.
In no event shall TNO, it’s partners or suppliers be liable for costs of substitute goods or services, nor will they be liable for loss of profits, loss of data or any indirect, special, Casual, consequential or punitive damages however caused, whether due to a breach of contract, negligence or otherwise unless such liability is determined by a Court of competent jurisdiction, without further recourse to appeal, that it was caused by gross negligence, willful misconduct or fraudulent acts, by TNO.

20. Force majeure

Neither party shall be liable for any breach of its obligations resulting from causes beyond its reasonable control including but not limited to fires, terrorist activity, strikes (of its own or other employees), insurrection or riots, embargoes, container shortages, wrecks or delays in transportation, inability to obtain supplies and raw materials, requirements or regulations of any civil or military authority (an “Event of Force Majeure”).
If a default due to an Event of Force Majeure shall continue for more than twelve [12] weeks then the party not in default shall be entitled to terminate the Agreement. Neither party shall have any liability to the other in respect of the termination of the Agreement because of an event of Force Majeure.

21. Assignment
TNO may assign, subcontract or otherwise dispose of their obligations under the Agreement or any other agreement between the parties to any other party. Specifically, where they procure that a third party (such as the Product or System manufacturer) provides a preventative maintenance routine, telephone, modem or onsite support or other services to the Client, the Client shall be bound by any additional terms which the third party may impose either on TNO or the Client, and if there is any inconsistency between the terms of business of the third party of and the terms of the Support Services Agreement the terms of the third party terms shall prevail. The Client may not assign the Support Services Agreement without prior written consent by a director of TNO.

22. Confidentiality
Neither TNO or any of our representatives or Clients will, without the other’s written consent , disclose to any third party any information concerning the business or method of working of the other party which may be revealed to it during the period of the agreement or otherwise, except as required by law or to the extent that such information may become public knowledge or may be acquired or generated by either party independently from the other otherwise than by reason of a breach of this clause.

23. Entire Agreement

These Terms & Conditions are updated on a regular basis as appropriate to comply with security protocols and adapt to the ever-changing landscape of technology services and solutions, as well as protect all parties involved in technology services and solutions provided by Technowledge Inc. We recommend reviewing our Terms & Conditions on a monthly basis to stay abreast of changes and modifications.
The Service Agreement supersedes all prior Agreements made between TNO and the Client for the provision of Support services and constitutes the entire Agreement between the parties relating to TNO’s Services.
If any term, clause or condition of these Terms and Conditions is in violation of any applicable law, statute or regulation, the term, clause or condition in question shall be deemed as being deleted without effect to the remainder of these Terms and Conditions.
Headings are included for convenience only and shall not affect the interpretation of the Agreement.

24. Sole Appointment
The Client shall not allow any person other than TNO or one of its representatives to support the Product or System.

25. Notices

Any notice given under the Agreement by the Client to TNO shall be provided in writing by post or fax as set out below:
1. 20.1.1 Postal address: Technowledge, Inc., 3630 Sinton Road, Suite 310, Colorado Springs, CO 80907
Any notice given under the Agreement by TNO to the Client shall be provided to the Client as set out herein and in accordance with the contact details for the Client stated in the Agreement. The Client may change its contact details from time to time if required, by the provision of notice to TNO.

26. Professional Conduct

Client Conduct. TNO has the right to, at any time, even after services are rendered or completed, cancel the Service Agreement and withhold any payments and/or product(s) and/or services provided if the Client conducts him/herself unprofessionally as defined below in Section B, “Unprofessional Conduct”.
Unprofessional Conduct. Herein lies a list of general and/or specific actions considered “unprofessional conduct” in personal or impersonal contact with any party associated or not associated with this contract:
1. Insulting the work of TNO and/or any representative(s) and/or employees of TNO
2. Speaking, mailing, emailing, etc. in an unprofessional tone, which includes, but is not limited to:
  1. Use of unprofessional slang and/or vulgar language
  2. Use of improper or rude punctuation; ex: multiple exclamation marks, question marks, etc.
  3. Use of improper or rude document formatting; ex: improper use of large fonts, coloring of fonts, etc.
  4. Use of language, slang, and/or wording that is discriminatory to any legally protected status, such as gender, race, sexual orientation, or religion
  5. Insulting TNO, representative(s), and/or employee(s) of TNO

27. Successors and Assigns
This agreement shall be binding on and inure to the benefit of the parties hereto and their respective heirs, legal or personal representatives, successors, and assigns.

28. Assignment

The Client shall not have the right to assign any of its obligations or duties under this agreement, without the prior written consent of TNO
Determination of consent is at the sole discretion of TNO.

29. Applicable Law

Outstanding Law:
1. This contract shall be governed by the laws of the County of El Paso in the State of Colorado and any applicable federal law.
  1. Legal Indemnification:
    1. The Client and TNO jointly and severally agree to indemnify and hold harmless either party and his/her/its successors and assigns, from any claim, action, liability, loss, damage, or suit. All claims and disputes arising under or relating to this Agreement are to be settled by binding arbitration in the state of Colorado. An award of arbitration may be confirmed first in a court of approved jurisdiction
Each party shall comply in all respects with all applicable legal requirements governing the duties, obligations, and business practices of the respective party and shall obtain any permits or licenses necessary for its operations.
Neither party shall take any action in violation of any applicable legal requirement that could result in liability being imposed on the other party.

30. Forum

Both TNO and the Client hereby submits to the exclusive jurisdiction of, and waives any venue or other objection against, any federal court sitting in the State of Colorado, U.S.A., or any Colorado state court in any legal proceeding arising out of or relating to this contract.
Each party agrees that all claims and matters may be heard and determined in any such court and each party waives any right to object to such filing on venue, forum non-convenient, or similar grounds.

31. Cumulative Rights
Any specific right or remedy provided in this contract will not be exclusive but will be cumulative of all other rights and remedies.

32. Limit of Liability
In no event, shall either party be liable to the other or any third party in contract, tort or otherwise for incidental or consequential damages of any kind, including, without limitation: punitive or economic damages or lost profits, regardless of whether either party shall be advised, shall have other reason to know or in fact shall know of the possibility.

33. Severability
In the event any provision of this Agreement is held unenforceable for any reason, the remaining provisions of this Agreement shall remain in full force and effect.

34. Privacy Policy

TNO cares deeply for the privacy for the Client’s information. Under no circumstances will TNO ever disclose or sell the data which is contained on any type of storage device (Computer(s), External Drive(s), CDROM(s), etc.) which the Client leaves or TNO picks up from the Client.
The ONLY exception to this is by request of Law Enforcement Agencies.
The Client’s computer(s) or device(s) will not be allowed to be received by anyone except for those authorized by the Client at the time of drop off or pick up.
TNO will not grant access to any party to a Client’s employee’s computer, email or any other account without written authorization from the affected employee.

35. Entire Agreement

This agreement sets forth and constitutes the entire agreement and understanding between the Client and TNO with respect to the subject matter hereof.
This agreement supersedes all prior agreements, negotiations, correspondence, undertakings, promises, covenants, arrangements, communications, representations, and warranties, whether oral or written, of any party to this agreement.

36. Waiver
Failure of either party to insist on strict compliance with any of the terms, covenants, and conditions of this agreement shall not be deemed a waiver of such terms, covenants, and conditions, or of any similar right or power hereunder at any subsequent time.

37. Infrastructure as a Service (IaaS)
IaaS management is utilized by TNO to deliver in today's market one of the highest levels of network and systems security. Due to the ongoing cost for IaaS, TNO understands that most clients can not afford this upkeep in technology, therefore TNO has built options to allow clients access to the latest IaaS solutions by subsidizing the cost of this technology with a 36 or 60 month Service Agreement. Should a client choose to terminate a Service Agreement(s) that provide IaaS, prior to the Service Agreement end date, the Client is obligated to pay the full amount of the 36 or 60 month term of the Service Agreement that includes the IaaS service(s). These services include, but are not limited to the following:

Ubiquiti Cloud network manager
Cisco Meraki Cloud network manager
Microsoft Hyper-V replication services
Office 365
Allworx and hosted VoIP services

38. Password & Security Management
TNO will provide secure systems and network password management to limit security breaches and/or rouge administrator access for all services provided by TNO. The Client agrees to allow TNO to enforce 100% password management practices to include, but not limited to all staff and owners of any organization that TNO manages. TNO will provide access to the Client’s Point of Contact that is employed by their organization once the Point of Contact has completed the necessary training of these services and understands the ramification of mismanagement of these services. The Point of Contact form must be submitted to TNO before any training is established. Should a Point of Contact be removed from an organization, it is the responsibility of the Client to reapply for a new Point of Contact access. TNO reserves the right to decline any Point of Contact’s access to these services should the Point of Contact display ill will intentions of management of the organization's services and/or infrastructure. It is TNO’s priority to protect the organization’s intellectual property and any data that falls under PII, PCI, HIPPA, HPI, HITECH at all costs.
TNO will not provide full administration access to any Point of Contact unless client is terminating a Service Agreement with TNO.
These password and security management practices include, but are not limited to the following:

Office 365 Global administrator
Ubiquiti Cloud network manager
Cisco Meraki Cloud network manager
Local Windows or Linux host servers
Ubiquiti surveillance manager
Allworx and hosted VoIP services
Future solution(s) provided by TNO

​Product, Service & Maintenance AgreementTerms & Conditions of Use

Product, Service & Maintenance Agreement
Terms & Conditions of Use