Telecom Support Add-on Terms

These terms (the “Terms”) govern the services add-on package known as "PBX Add-on Management", "Telecom Add-on Support", or "Telecom Support", provided by DLC Technology Solutions, Inc. to any active customer (“Customer” or “you”). These terms, together with the signed Scope of Work, Quotation and/or Proposal document(s) (“Quotation”) make up the overall terms of service for the relationship between DLC Technology Solutions, Inc. and you, the Client as it pertains to these services. Note that any other service package, resold service or cloud based services, products or applications are not governed by these terms. Please reference your quotation for applicable terms for those products.)

ACKNOWLEDGEMENT

By accessing, ordering, using, or paying invoices regarding the services known as "DLC 3CX" or "PBX Add-on Support", you (“You” means the legal entity that you are authorized to represent and on whose behalf the services are purchased) and other users of the Services (collectively, “Users”) agree to these Terms. If You do not agree to these Terms, you may not access or use the services or permit others to do so on your behalf.

DEFINITIONS

"PBX Add-on Management", "Telecom Add-on Support", or "Telecom Support" is a service plan that provides first tier support, vendor management and some routine configuration changes on your on-premise or cloud based private branch exchange (PBX) system, phone system, call center system, or implementation. (also known as your telephone system). The solution may be included in a package of other related services, solutions and products.  Hereafter this is referred to as "Telecom Add-on Support" for clarity only, and shall reflect all of the services described in the definition above.

An Active Customer is one that is currently paying the monthly (or annual) service fee for a DLC product or service and owes no past due amounts to DLC.

"Vendor" is meant to reference your PBX or phone system vendor, whether responsible for support and maintenance of your current in-house system, or the provider of an externally Hosted telecommunication system. (Also known as a cloud VoIP provider)

"SIP Provider" or "Provider" references the third-party that provides connectivity to the Public Switched Telephone Network from your PBX or phone system.  (Historically referred to as "telephone lines," call paths, SIP Trunks, and other similar monikers.)

CHANGES
DLC reserves the right to change any of the terms of these Terms by posting the revised Terms on the Website and/or by sending an email to the last email address that the Customer has given to DLC. Any such change shall be effective immediately with respect to any new customer and retroactive to the date of notice with respect to any existing customer who does not terminate the Service within 10 days after the earlier of such posting or email.

ELIGIBILITY
DLC requires that any individual customer be at least 18 years of age. Customer warrants that their use of the Service does not violate any law or regulation.

DESCRIPTION OF SERVICES

DLC shall provide one or more of the following component services as part of the service offering or plan. The specific plan or package selected (if any) and any components included shall be specified on the Quotation. Services listed in this section may only apply if that service is detailed on the Quotation.

Telecom Add-on Support service provides a layer of management between you and your phone system provider (Vendor).  Intended for customers on a DLC IT management plan, this service extends that sphere of management to cover the telecommunications environment. It may also be purchased à la carte. The service typically includes:

- Tier One Help Desk:  The customer may call DLC's support desk to access all the services under this plan. Help desk services include initial troubleshooting of issues and any work related to the resolution that can be performed remotely. Should an issue not be solvable by the helpdesk staff then the staff will coordinate with the vendor to open downstream tickets in order to get the issue resolved. At that point the customer's involvement with the vendor may be required.

- Foundational Training and Knowledge Sharing: Working with the Vendor, DLC will assist in answering basic questions about system usage and make available user guides or manuals as provided to DLC by the Vendor. 

- Configuration Maintenance / Changes:  Via DLC's help desk the customer may also request changes to their telecom system's configuration. Some examples of configuration changes covered by this service are: call group changes, call flow changes, reassignment of direct inward dial numbers, repointing of toll-free numbers, the ordering of additional telephone sets, the addition or removal of employee names or telephone numbers, or any other regular change that does not require a redesign of the system itself or any on-site work.

- Vendor Management: The service also provides management of the phone system vendor themselves. This can include assistance with contract renewals, telephone number porting coordination, bill review, and facilitating problem resolution.

• Exceptions. The following are NOT included in this support, and are chargeable at the hourly service rate and terms specified in the general terms of service located at dlctechnology.com/terms-of-service (unless specifically stated otherwise in the Quotation):
a. Onsite Support
b. New installations, onsite moves, onsite adds, onsite changes, and/or “project work”. (Moves, adds, and changes that can be performed remotely are included in the support package)
c. User training after initial installation (including new/repeat training 'classes')
d. Support due to misuse, abuse, and/or use for a non-standard or non-intended purpose, or for functionality not supported by the associated hardware or software
e. Support or maintenance of custom applications, integrations or websites
f. Specialized services that exceed the scope of services provided by DLC, such as, but not limited to, breach response and/or root cause analysis services, penetration testing, vulnerability testing, cable plant maintenance, network maintenance etc.
g. Support related to hardware, software, and/or systems implemented against the advice of DLC, by customer or a third-party, and/or without our previous knowledge and acceptance.

h. Network changes, support, or installation needed to make the phone system functional.  This includes but is not limited to network issues or changes that may be required for 'work from home' users. 

SUPPORT TERMS
Active customers receive the management and support services specified above (in Description of Services)  or as specified in the applicable quotation. In the event of a conflict the scope and services listed in the quotation shall prevail.   Included support is provided via remote means and targeted primarily at minor configuration changes and user maintenance (adding, removing, changing employees names and extension numbers, etc.).

DLC will assist the active customer with diagnosing issues with the PBX product in order to remedy such issues directly, open downstream support requests with the vendor’s (or provider's) second and third level technical support teams and/or [if covered by a separate warranty or support plan] coordinate the replacement of the device. DLC assumes absolutely no responsibility for the manner of service or support provided by the vendors directly, nor any responsibility or obligation for any response or resolution time. However, DLC will work via its best efforts to get the issue resolved.

All included support is provided only during regular business hours (typically 8:30am – 5pm Monday through Friday excluding holidays).  Support tickets opened after hours will be handled the next business day.

Should issues with your PBX environment require support, maintenance, troubleshooting or other services related to non-PBX equipment such as but not limited to hubs, switches, routers, Internet firewalls, cabling or third-party telecommunications providers, such services are not covered within the scope of this agreement.

On-site support is not covered as part of this agreement. Any work related to a complete system redesign, a change of ownership of the customer,  or relocation of the system to a new location are not covered as part of this agreement and must be completed under a separate project.  DLC will determine if onsite support is required to best support the Client, and may initiate the same without notice to the Client.

Should the customer wish to utilize DLC's services for these non-covered areas than the customer should have a separate and distinct support agreement from DLC to provide those services. In the absence of such an agreement, support is available at DLC's then-current prevailing hourly support rate. (Currently $175 per hour.)

Hardware, Software, software upgrades, patches, shipping costs and labor related to these items are not included in this service.  However if under warranty, coordination with the manufacturer to obtain warranty replacement of defective hardware is included.

EMERGENCY / AFTER HOURS SUPPORT
During emergency situations, such as site-wide downtimes, 24×7 emergency support is available. Such emergency support is separately billable at the prevailing emergency service rate, currently $262.50 per hour, billed in quarter hour increments. Should the customer have an existing support agreement with DLC, the support agreement’s hourly rates will apply.

General Services Terms
DLC shall furnish General Telecom Add-on Support for Client in strict accordance and in full compliance with the terms and conditions hereof, and shall make available said and related services to the Client at the monthly service rates described herein (or on the Quotation).

All work will be provided on an as-needed basis based on requests made directly by the Client. Support may be provided offsite via remote connectivity methods. Proper incident submission includes completing of a support request form on the dlchelp.com website, sending an email to support@dlctechnology.com or calling the support hotline at 856-872-2155. Support incident submission methods may be modified at any time by DLC.
Response time shall be best effort, but typically no longer than next business day.

Should onsite assistance be needed, travel expenses will be charged between Client and DLC’s office location. Onsite work is subject to a two hour minimum charge. The client’s request for support will be considered approval to perform services.

Client further agrees to reimburse DLC for all travel expense related to DLC carrying out its duties as indicated above, and understands that any estimate does not include any costs for travel expenses or any applicable sales taxes.

TERM and TERMINATION OF AGREEMENT
This Agreement shall remain in full force and effect for one (1) month. At the conclusion of one month, this Agreement will automatically renew for successive one (1) month terms unless either Party gives the written notice to the other Party at least thirty (30) days prior to the expiration of the then-current term of its intent not to renew.

Termination for Convenience:
DLC may terminate this Agreement upon thirty (30) days written notice to the Client for any or no reason.
Termination for Performance (a.k.a Performance Guarantee):
Client may terminate this Agreement upon thirty (30) days written notice to the DLC for any or no reason. 
Termination for Non-Payment:
Provider shall have the option of terminating this agreement for non-payment of any invoices and sums owed to provider with said termination to be effective immediately.
Upon termination by either party (whether for Convenience, Performance, Non-Payment, or other means), Client shall receive an invoice for all services and products rendered and travel expenses to be paid within fifteen (15) days of the date of the final invoice. Any monies already paid will not be refunded.

Annual Option

Should the pricing for the service(s) be specified as an ANNUAL or "Annual Commitment" price on the Quotation, then the term of the Agreement shall be one (1) year, rather than the one (1) month specified herein. At the conclusion of one year, this Agreement will automatically renew for successive one (1) year terms unless either Party gives the written notice to the other Party at least thirty (30) days prior to the expiration of the then-current term of its intent not to renew.
The remaining provisions of the section still apply and are in force.

ADJUSTMENT OF FEES
These Terms, the Quotation and the associated pricing is only valid for the number of telephones, lines, DID numbers, servers, workstations, sites, users, employees, companies or other metrics as specified in the Quotation. Should any of these metrics be exceeded, additional charges for this support solution may apply and will be automatically added to the monthly billing amount. Quantities shall be audited continually. The highest level of the metric in question during each calendar month shall be considered the amount to be billed for that month’s usage.  DLC reserves the right to adjust service fees at the end of the initial term.  After the initial term, pricing may be adjusted at any time with thirty (30) days notice.

SECURITY MEASURES
The PBX product(s) have varying levels of security built-in. In an effort to maintain a secure computing environment, certain security measurements, protections and controls may be implemented and required for customer use of the product(s). These may be updated from time to time without notice to the customer. This includes but is not limited to password changes or complexity requirements, password expiration, multi-factor authentication, encryption levels, and more. Customer agrees to cooperate with any such measures and understands that such measures are for the customer’s own benefit.   At all times the customer will be the owner and be in control of all passwords to their systems.

MONITORING

The PBX product(s) themselves may have varying levels of alerting or monitoring built in to make the customer aware of failures and other issues.  It is the customer’s responsibility to make DLC aware of these features and functions and to configure them to alert DLC's support ticket system via email.   Such alerts will be handled in the same manner as a human submitted support ticket subject to the same time of day restrictions. DLC does not provide any system monitoring or management under this agreement or service.

TELECOM VENDOR OR PROVIDER RELATIONSHIP
DLC does not represent any Telecom Vendor. The relationship between the Telecom Vendor and the customer is strictly their own. The customer agrees to work with the Telecom Vendor to allow DLC staff to work with them on the customer's behalf.  DLC does not resell any telecommunications services.

As part of these services DLC will work with your Telecom Vendor as needed to provide support to your system(s).  When issues arise, DLC will facilitate communication with the Telecom Vendor and DLC will look to the Telecom Vendor for resolution as will you.  In the interim, if possible or feasible, DLC will suggest alternatives or workarounds if available. 

DISCLAIMER OF OTHER WARRANTIES
YOU UNDERSTAND AND AGREE THAT EXCEPT AS EXPRESSLY SET FORTH ABOVE, THE SERVICES (INCLUDING, WITHOUT LIMITATION, ALL ADVICE, CONTENT, AND SOFTWARE) ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY, COMPLETENESS, USEFULNESS OF THE SERVICES, AND ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. DLC DOES NOT WARRANT THAT THE SERVICES WILL BE TIMELY, SECURE, UNINTERRUPTED, ERROR FREE, OR SUCCESSFUL IN RESOLVING ANY ISSUE. DLC MAKES NO WARRANTY THAT THE SERVICES WILL MEET YOUR EXPECTATIONS OR REQUIREMENTS. ANY CONTENT OR SOFTWARE THAT YOU ACCESS, DOWNLOAD OR USE WITH THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND YOU AGREE THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE THAT RESULTS FROM SUCH ACTIVITIES.

LIMITATION OF LIABILITY
IN NO EVENT SHALL DLC, ITS SUPPLIERS, VENDORS, PARTNERS OR ANY OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR CONTENT OR SERVICE PROVIDERS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES OF ANY KIND OR NATURE, WHETHER FROM CONTRACT, TORT (INCLUDING NEGLIGENCE), MISREPRESENTATION, STRICT LIABILITY OR ANY OTHER LEGAL OR EQUITABLE THEORY, ARISING FROM DIRECTLY OR INDIRECTLY RELATED TO THE USE OF, OR THE INABILITY TO USE, THE PRODUCT OR RELATED SERVICES, SOFTWARE, CONTENT OR YOUR DEVICE AND OTHER TECHNOLOGY INCLUDING, WITHOUT LIMITATION, LOST SALES, LOST REVENUE, LOST PROFITS OR OTHER LOSS OF BUSINESS, LOSS OF OR DAMAGE TO DATA, OR COST OF SUBSTITUTE SERVICES EVEN IF DLC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

IN NO EVENT SHALL THE TOTAL LIABILITY OF DLC, ITS SUPPLIERS, VENDORS, AND PARTNERS TO YOU IN THE AGGREGATE FOR ANY AND ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR OTHERWISE) ARISING FROM THE TERMS OR YOUR USE OF THE SERVICES, SOFTWARE OR PRODUCT EXCEED THE AMOUNT PAID FOR THE SERVICES AT ISSUE DURING THE PAST ONE MONTH PERIOD FOR THE SPECIFIC SERVICE OR PRODUCT AT ISSUE.

It is also understood that third-party equipment, services, and/or software may be used to construct, provide, or assemble the service(s) specified herein. Those specific third-party components are the sole intellectual and physical property of third-party vendors. While DLC will make every effort to maintain the system’s configuration in order to provide high-levels of service, DLC is not responsible for failures of any third-party’s software or hardware systems, internet connections or business continuity. Customer agrees to hold DLC harmless for the actions of any third-party vendor.

DLC will not be liable for events of Force Majeure or acts or omissions by the Customer with are in conflict with these Terms

LIMITATION OF ACTIONS
No action, regardless of form, arising out of this Agreement may be brought by either party more than one year after the cause of action has arisen, or, in the case of an action for nonpayment, more than two years after the date the last payment was due.

REMEDIES
In addition to any remedies set forth herein, including termination, DLC shall be entitled to all remedies at law and in equity in the event you breach any term, provision or covenant set forth herein. This Agreement shall be governed and construed in accordance with the laws of the State of NJ.

SEVERABILITY
In the event that any of the terms, conditions or provisions of these Terms are held to be illegal, invalid or unenforceable by any court of competent jurisdiction, the legality, validity and enforceability of the remaining terms, conditions or provisions shall not be affected thereby.

DLC reserves the right to periodically modify the features and functions of this Service as necessary to continue to provide an up-to-date and appropriate equivalent service offering. Such improvements or modifications are included at no additional charge and are performed solely at the discretion of DLC with or without advance notice.