Technical Support Assistance and Consulting Policies

THIS STATEMENT OF POLICY ("Agreement) is effective this 20th day of June, 2009 by and between Centritech Solutions Corporation ("Service Provider") and all clients, contractors or others who engage Service Provider for phone system support ("Customer") until and unless superseded by a new or revised policy.

By accepting this Agreement and subject to the terms and conditions of this Agreement, including those terms and conditions that are set forth on the website located at http://www.centritech.net ("Service Provider's WebSite") that are incorporated herein by reference, Service Provider agrees to provide certain technical support services ("Services") to the Customer in connection with the Customer's use of authorized versions of specific software ("Supported Software") for which Service Provider is prepared to provide support.

1. Technical Support Services

Service Provider will provide an Internet-based support system ("Support HelpDesk") generally available seven (7) days a week, twenty-four (24) hours a day via the Service Provider's eMail request tracking system at This email address is being protected from spambots. You need JavaScript enabled to view it. .

1.1 Assistance

Service Provider will establish and maintain an organization and process to provide assistance for the Supported Software to Customer. Assistance shall include (i) diagnosis of the deficiencies of the Supported Software and (ii) a resolution of the deficiencies of the Supported Software.

Service Provider will use its best efforts to cure, as described below, reported and reproducible errors in the Supported Software. Service Provider utilizes the following two (2) priority levels to allow Customer to categorize reported problems:

PRIORITY 1 - NORMAL REQUEST

Service Provider will commence work on resolving the deficiency within twenty four (24) hours of notification and will engage staff during business hours until an acceptable resolution is achieved.

PRIORITY 2 - CRITICAL REQUEST

Service Provider will commence work on resolving the deficiency within twelve (12) business hours (Monday-Friday) of notification and will engage staff during business hours until an acceptable resolution is achieved. Priority will be given to Critical requests over Normal requests.

1.2 Consulting

Service Provider will establish and maintain an organization and process to provide consulting for the implementation or use of the Supported Software to Customer. Service Provider utilizes the following two (2) priority levels to allow Customer to categorize the request:

PRIORITY 1 - NORMAL REQUEST

Service Provider will provide an initial response regarding the request within two business days.

PRIORITY 2 - CRITICAL REQUEST

Service Provider will provide an initial response regarding the request within six (6) business hours (Monday-Friday, 8 am to 5 pm). Priority will be given to Critical requests over Normal requests.

1.3 Maintenance

During the term of this agreement, Service Provider will provide the Customer with copyrighted patches, updates, releases and new versions of the Supported Software along with other generally available technical material. These maintenance materials including the Supported Software may not be used to increase the licensed number of versions or copies of the Supported Software. The Customer agrees not to use or transfer the prior version but to destroy or archive the prior version of the Supported Software. All patches, updates, release and new versions shall be subject to the license agreement related to the Supported Software.

2. Compensation

2.1 Support Fees

Customer shall pay the fees ("Support Fees") set forth for the Services purchased by Customer in accordance with Service Provider's Pricing that is incorporated into this Agreement by reference. Service Provider may change its Pricing and the fees for its Services from time to time. Service Provider's changes to the Pricing are effective after Service Provider provides Customer with at least fourteen (14) days' notice of the changes by notifying the Customer via eMail or by posting the changes on the Service Provider's WebSite.

2.2 Taxes

All fees under this Agreement exclude all applicable sales, use, and other taxes and government charges, whether federal, state or foreign, and Customer shall be responsible for payment of all such taxes (other than taxes based on Service Provider's income), fees, duties, and charges, and any related penalties and interest, arising from the payment of any and all fees under this Agreement including the access to or license of the Supported Software and performance of the Services hereunder.

3. Customer Responsibilities

Customer shall always supply support requests in written form using the Support Helpdesk. Customer shall provide to Service Provider all data that is relevant for resolving each support request. Relevant data may include, but is not limited to, log files, database dumps, program scripts, descriptions of the hardware and software environment, examples of inputs, and expected and actual outputs.

Customer acknowledges that it is the sole responsibility of the Customer, at all times, including specifically during all service functions performed by Service Provider pursuant to this Agreement and undertaken on the Customer's local installation of the Supported Software, to protect and maintain an up-to-date and restorable backup of any and all databases, files, utilities, software and other systems which Service Provider's staff may directly access or in connection with which Service Provider's staff may offer advice. Customer represents and warrants to Service Provider that it:

(a) is engaged in a lawful business enterprise;
(b) can form legally binding contracts and is authorized to enter into this Agreement; and
(c) is in compliance with all applicable laws appropriate to its location of business and nature of work.

4. Disclaimer of Warranties

EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THIS AGREEMENT, SERVICE PROVIDER DISCLAIMS ANY AND ALL PROMISES, REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE SUPPORTED SOFTWARE, CORRECTIONS AND THE SERVICES PROVIDED HEREUNDER, INCLUDING PROMISES, REPRESENTATIONS AND WARRANTIES AS TO CONDITION, THE EXISTENCE OF ANY LATENT OR PATENT DEFECTS, MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ANY IMPLIED WARRANTY OF INFORMATION CONTENT OR SYSTEM INTEGRATION.

Without limiting the generality of the foregoing disclaimer, Service Provider does not warrant that its advice or programming on behalf of the Customer will be error free, nor does Service Provider warrant that is advice or programming will prevent, stop or cure malicious cyber-attacks.

For a period of 4 (four) months following delivery of the Assistance Service Service Provider shall have an obligation to correct demonstrated errors in the operation of the Supported Software which may appear as a result of incorrect provision of the Assistance Service.

SERVICE PROVIDER SHALL NOT HAVE ANY OBLIGATION TO CORRECT ERRORS IN THE OPERATION OF THE SUPPORTED SOFTWARE IF THE PROGRAMMING CODE HAS BEEN MODIFIED BY CUSTOMER OR BY ANY OTHER PARTY.

5. Limitation of liability

Service Provider disclaims all liability whatsoever to the Customer or any other party for any act or omission that may result in consequential, indirect, incidental, special or such other damages including but not limited to, any damage for lost profits, loss of data or loss of business, even if Service Provider has been advised of the possibility of such damages.

In no event shall the liability Service Provider to the Customer for any claim whatsoever related to this Agreement exceed the total amount of Support Fees paid for the Services that gave rise to the claim within the calendar year during which the claim arose.

6. Termination

This agreement shall run for a period of two (2) years from the effective date and shall automatically terminate upon a written notice of termination within thirty (30) days prior to the anniversary date of the effective date. Upon termination of this Agreement, Service Provider shall have no further obligation to provide any Services hereunder to Customer. Upon termination, there will be no refund provided to Customer, and all outstanding fees owed by Customer shall become immediately due and payable.

Termination of this Agreement shall not affect any obligation owed by one party to the other party that have accrued prior to such termination.

7. General

7.1 Governing law; Mediation and Arbitration

 (a) This Agreement shall be governed by and construed in accordance with the laws of the Commonwealth of Virginia applicable to contracts made and to be carried out in Virginia (without regard to principles of conflict of laws).

 (b) Other than any claim for injunctive or equitable relief, any dispute or controversy arising out of or in relation to this Agreement shall first be submitted to mediation in the County of Henrico, Virginia in accordance with the Commercial Mediation Rules of the American Arbitration Association. If mediation fails to resolve such dispute or controversy, then such dispute or controversy shall be determined and settled by arbitration in the County of Henrico, Virginia, in accordance with the Commercial Arbitration Rules of the American Arbitration Association then in effect, and judgment upon the award rendered by the arbitrator may be entered in any court of competent jurisdiction. The parties hereto agree to use good faith efforts to select a mediator and, if mediation fails to resolve such dispute or controversy, an arbitrator. If the parties cannot agree upon a mediator or arbitrator, such mediator or arbitrator shall be selected in accordance with the relevant Commercial Rules of the American Arbitration Association then in effect. Any payments that would otherwise become due under this Agreement that are the subject of a dispute may be delayed to the extent required for purposes of avoiding additional taxes, interest or penalties under Section 409A of the Code. Whenever any action is required to be taken under this Agreement within a specified period of time and the taking of such action is materially affected by a matter submitted to mediation or arbitration, such period shall automatically be extended by the number of days plus ten that are taken for the determination of that matter by the parties through mediation or otherwise by the arbitrator.

 (c) Without limiting the requirements of Section (b), any judicial proceeding arising out of or relating to this Agreement shall be brought exclusively in the Federal Courts having jurisdiction and sitting in Richmond, Virginia.

 EACH PARTY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF ANY LOCAL COURT IN THE COUNTY OF HENRICO, VIRGINIA OR FEDERAL COURT SITTING IN RICHMOND, VIRGINIA, FOR THE PURPOSES OF ANY JUDICIAL SUIT, ACTION OR OTHER PROCEEDING ARISING OUT OF THIS AGREEMENT, OR ANY TRANSACTION CONTEMPLATED HEREBY OR THEREBY. THE PARTIES HEREBY AGREE AND CONSENT THAT, IN ADDITION TO ANY METHODS OF SERVICE OF PROCESS PROVIDED FOR UNDER APPLICABLE LAW, ALL SERVICE OF PROCESS IN ANY SUCH SUIT, ACTION OR PROCEEDING IN ANY FEDERAL COURT SITTING IN RICHMOND, VIRGINIA MAY BE MADE BY CERTIFIED OR REGISTERED MAIL, RETURN RECEIPT REQUESTED, AND SERVICE SHALL BE COMPLETE ON THE DELIVERY OR ATTEMPTED DELIVERY AS EVIDENCED BY THE RETURN RECEIPT. EACH PARTY IRREVOCABLY WAIVES ANY OBJECTION TO THE LAYING OF VENUE OF ANY ACTION, SUIT OR PROCEEDING ARISING OUT OF THIS AGREEMENT, THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY IN ANY LOCAL COURT SITTING IN THE COUNTY OF HENRICO, VIRGINIA OR THE FEDERAL COURT SITTING IN RICHMOND, VIRGINIA AND FURTHER IRREVOCABLY WAIVE AND AGREE NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH ACTION, SUIT OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

 This provision may be filed with any court as written evidence of the knowing and voluntary irrevocable agreement among the Parties to waive any objections to jurisdiction, to venue or to convenience of forum. The foregoing consents to jurisdiction and appointments of agents to receive service of process shall not constitute general consents to service of process in the Commonwealth of Virginia for any purpose except as provided above and shall not be deemed to confer rights on any Person other than the parties to this Agreement. If any such proceeding is necessary to enforce the provisions of this Agreement, including any claim or demand, or to interpret this Agreement, the prevailing party shall be entitled to recover from the other Party reasonable attorneys fees, costs, expenses and necessary disbursements in addition to any other relief to which it may otherwise be entitled, whether or not such action or proceeding is prosecuted to judgment.

7.2 Force majeure

Except for the payment of any fees due and payable under this Agreement, neither party's delay in the performance of any duties or obligations under this Agreement will be considered a breach of this Agreement if such delay is caused by a labor dispute, cyber-attack, shortage of materials, fire, earthquake, flood, failures in electric power or telecommunications services, or any other event beyond the control of the party.

7.3 Assignment

Customer shall not assign, transfer or delegate this Agreement or any rights or obligations hereunder. Any assignment, transfer or delegation in contravention of the foregoing provision shall be null and void. Customer agrees that this Agreement may be assigned by Service Provider, in Service Provider's sole discretion.

7.4 Waiver

The waiver by either party of any breach or failure to enforce any of the terms and conditions of this Agreement at any time shall not in any way affect, limit, or waive such party's right thereafter to enforce and compel strict compliance with every term and condition of this Agreement.

7.5 Non-solicitation

Both the Customer and the Service Provider agree that while this Agreement is in force and for a period of twelve (12) months thereafter, they shall not directly or indirectly solicit or offer employment to any of the other's officers, employees, third party contractors and associates who have been involved in or associated with this Agreement without the other's prior written consent.

7.6 Notices

Except as explicitly stated otherwise, any notification or written communication required by or contemplated under the terms of this Agreement shall be in writing and shall be deemed to be delivered via the Support Helpdesk.

7.7 Agreement

Payment towards this Agreement shall be accepted as acceptance of the terms herein by Customer, regardless of notification separate from posting to Service Provider's web sites.

Centritech is Hiring

Centritech Communications Systems is now hiring talented and motivated individuals who can contribute to the success of our company and of our clients--all while engaging in personal learning and growth.  Among the positions we have available in both Richmond, Virginia and Atlanta, Georgia are:

• Outside Sales Representative
• Asterisk-based IP-PBX Systems Support
• PHP/MySQL Programmer
• CentOS Linux Administrator

If you are interested, please visit our current listing of career opportunities.

Centritech is also signing new independent agents to represent Centritech's Asterisk-based phone systems.  If you have an existing telecommunications firm and would like to enter the world of Asterisk-based phone systems, we can help.  Please call us for details at +1 (804) 360-9753.

 

Simply Powerful

Allow us to cut to the chase...

Centritech will design, build, install, and maintain an Asterisk-based VoIP phone system that precisely matches your needs and wants-- and we'll include every possible telephone feature at no extra cost to you.  We'll train you how to use it and we'll provide total, unlimited support and configuration changes for at least a year after your system is installed.  We'll even give you a three year no-questions-asked warranty on all your phones, so you don't have to worry if you spill coffee on your phone-- you won't have to worry even if you take your phone to the parking lot and steamroller it-- we'll replace it at no cost to you.  Every system we sell is fully capable of all possible features and hardware can easily be added as your growth requires.  

Simple, eh?  Allow us to put it even more directly, "We provide phone systems with super powers, super support and super value!"