Terms & Conditions

Tri-Cities IT provides technology products and services that may include managed IT services, technical support, consulting, cybersecurity, monitoring, infrastructure management, cloud services, telecommunications, software and licensing, backup and disaster recovery, network services, hardware procurement, installation, project services, and other related technology solutions.

The specific products and services provided to a Customer are determined by the applicable Quote, Statement of Work, service agreement, order, or other written documentation.

Unless expressly included in writing, no product, service, feature, response time, warranty, backup, monitoring service, security service, or other obligation should be considered included solely because Tri-Cities IT provides another service to Customer.

Quotes and estimates are based on the information available to Tri-Cities IT at the time they are prepared and are subject to product availability, vendor availability, pricing changes, taxes, shipping costs, and other applicable charges.

Unless otherwise stated, a Quote is valid only for the period shown on the Quote.

Tri-Cities IT may correct typographical errors, pricing errors, product-description errors, omissions, or other mistakes prior to fulfillment.

Acceptance of a Quote authorizes Tri-Cities IT to procure the products, licenses, subscriptions, services, and other resources reasonably necessary to fulfill the accepted Quote.

Products or services that must be ordered, provisioned, licensed, reserved, or otherwise committed by Tri-Cities IT following Customer acceptance may become non-cancellable or non-refundable.

Customer is responsible for the prices and charges stated in the applicable Quote, order, service agreement, or invoice.

Unless expressly stated otherwise, quoted pricing does not include applicable sales, use, excise, telecommunications, regulatory, shipping, freight, delivery, customs, or similar taxes and charges.

Customer is responsible for applicable taxes and governmental charges except taxes imposed directly on Tri-Cities IT's income.

Vendor pricing, licensing fees, subscription costs, shipping costs, regulatory fees, and other third-party charges may change. Tri-Cities IT may pass applicable third-party price changes through to Customer where permitted under the applicable agreement.

Payment is due according to the payment terms stated on the applicable Quote, invoice, service agreement, or other written agreement.

Customer agrees to provide accurate billing and contact information and to promptly notify Tri-Cities IT of changes affecting billing or payment.

Past-due balances may result in late fees, collection costs, suspension of services, withholding of additional work, cancellation of pending orders, or termination of services to the extent permitted by law and the applicable agreement.

Customer remains responsible for amounts properly incurred before suspension or termination.

Reasonable costs incurred in collecting unpaid amounts, including collection agency costs and attorney fees where permitted by law and agreement, may be charged to Customer.

Tri-Cities IT may require deposits or advance payment for hardware, software, licensing, special-order equipment, project work, or other products and services.

Customer authorization to proceed with a Quote may authorize Tri-Cities IT to place non-cancellable orders or make non-refundable commitments to manufacturers, distributors, software vendors, telecommunications carriers, cloud providers, and other third parties.

Customer is responsible for such commitments when they were reasonably made in reliance on Customer's authorization.

Hardware is subject to availability and applicable manufacturer and distributor terms.

Product specifications, appearance, packaging, component revisions, and availability may change without notice when controlled by the manufacturer or distributor.

Manufacturer warranties, when applicable, are provided by the applicable manufacturer. Unless expressly stated otherwise in writing, Tri-Cities IT does not provide an independent hardware warranty beyond services specifically included in the applicable Quote or agreement.

Tri-Cities IT may assist Customer with manufacturer warranty claims as a service but does not control the manufacturer's determination or fulfillment of those claims.

Software, licenses, cloud services, SaaS products, subscriptions, and similar services are subject to the licensing terms, acceptable-use policies, privacy policies, service terms, and other requirements imposed by their respective providers.

Customer agrees to comply with applicable third-party licensing requirements.

Some licenses and subscriptions may automatically renew or may require advance cancellation. Where Tri-Cities IT procures such services on Customer's behalf, Customer is responsible for charges incurred in accordance with the applicable Quote, agreement, renewal commitment, or vendor requirement.

Customer acknowledges that Tri-Cities IT does not control third-party licensing models, feature changes, pricing, product availability, or end-of-life decisions.

Returns, refunds, exchanges, and cancellations are subject to approval by Tri-Cities IT and any applicable manufacturer, distributor, licensing provider, or other third party.

Special-order equipment, opened hardware, software licenses, subscriptions, cloud services, telecommunications services, completed labor, project deposits, and other committed costs may be non-refundable.

Restocking, cancellation, shipping, return shipping, licensing, administrative, and labor charges may apply.

No return should be made without prior authorization from Tri-Cities IT.

Tri-Cities IT will perform project and professional services according to the scope described in the applicable Quote, Statement of Work, service agreement, or other written documentation.

Work requested outside the agreed scope may require additional authorization and may result in additional charges.

Conditions that could not reasonably have been identified before work began—including undocumented infrastructure, defective equipment, inaccessible systems, unsupported software, licensing issues, cabling conditions, environmental issues, third-party dependencies, or inaccurate information supplied by Customer—may require a revised scope or additional charges.

Tri-Cities IT will make reasonable efforts to inform Customer when a material scope change is identified.

Project schedules, service dates, and completion estimates may depend on Customer availability, site access, vendor availability, product delivery, third-party services, permitting, utilities, Internet service, and other dependencies.

Customer agrees to provide timely access to facilities, systems, credentials, documentation, personnel, approvals, equipment, and other resources reasonably required for Tri-Cities IT to provide services.

Delays caused by Customer, vendors, carriers, manufacturers, utilities, weather, governmental action, or circumstances outside Tri-Cities IT's reasonable control may affect completion dates.

Customer is responsible for providing accurate information concerning its environment, systems, users, regulatory requirements, and intended use of products and services.

Customer remains responsible for business decisions concerning its systems, data, security requirements, regulatory obligations, retention requirements, and acceptable risk unless responsibility for a specific item is expressly assigned to Tri-Cities IT in writing.

Customer will maintain appropriate authorization for Tri-Cities IT to access systems, accounts, facilities, devices, and data made available to us.

Customer will not request Tri-Cities IT to perform unlawful activity or knowingly provide unauthorized access to third-party systems or information.

Tri-Cities IT frequently integrates, resells, administers, recommends, or supports products and services provided by third parties, including manufacturers, software publishers, Internet providers, telecommunications carriers, cloud providers, cybersecurity vendors, and other technology companies.

Third-party products and services remain subject to the terms and availability of their respective providers.

Tri-Cities IT is not responsible for outages, vulnerabilities, defects, data loss, discontinuations, pricing changes, licensing changes, service changes, security incidents, or other failures originating from a third-party product or provider except to the extent directly caused by Tri-Cities IT's own acts or omissions and subject to these Terms.

Tri-Cities IT may assist Customer in troubleshooting or escalating third-party issues but cannot guarantee the actions, response times, or resolutions of third parties.

Customer authorizes Tri-Cities IT to remotely or locally access systems, devices, accounts, networks, applications, and other technology resources as reasonably necessary to deliver authorized services.

This authorization may include installation and operation of remote-monitoring, management, security, support, backup, documentation, automation, or similar tools where applicable to the services purchased.

Customer is responsible for ensuring it has authority to grant such access.

No technology environment can be guaranteed to be completely secure.

Security products, monitoring, endpoint protection, firewalls, filtering, multifactor authentication, security awareness services, managed detection services, and other safeguards reduce risk but do not eliminate the possibility of compromise, malware, ransomware, unauthorized access, data loss, social engineering, zero-day vulnerabilities, credential theft, or other security incidents.

Customer remains responsible for implementing safeguards appropriate to its organization unless specific responsibilities are expressly assumed by Tri-Cities IT under a written agreement.

Tri-Cities IT may recommend security controls that Customer chooses not to implement. Customer accepts the risks reasonably associated with declining or disabling recommended safeguards.

Customer is responsible for maintaining appropriate backups of important data unless backup services are expressly included in an applicable agreement.

Where Tri-Cities IT provides backup or disaster-recovery services, the applicable Quote, service agreement, retention policy, configuration, or Statement of Work determines the systems, data, retention periods, recovery objectives, and other services included.

Backup systems can fail for reasons including hardware failure, software defects, credential changes, storage limitations, connectivity problems, corruption, ransomware, vendor outages, configuration changes, and other circumstances.

Tri-Cities IT does not guarantee that every file, system, application, or recovery point can be restored unless such guarantee is expressly stated in writing.

Customer should maintain additional copies or retention mechanisms when business, regulatory, or legal requirements warrant them.

Tri-Cities IT will use commercially reasonable efforts to provide services in accordance with the applicable agreement.

Unless a specific Service Level Agreement expressly states otherwise, Tri-Cities IT does not guarantee continuous or uninterrupted availability of systems or services.

Maintenance, Internet outages, utility failures, telecommunications failures, third-party outages, cybersecurity incidents, vendor maintenance, hardware failures, and other events may result in temporary service interruptions.

Each party may receive confidential or proprietary information belonging to the other party.

Each party agrees to use reasonable care to protect confidential information and to use it only as necessary to perform or receive the applicable services, comply with law, or exercise rights under the applicable agreement.

Confidential information does not include information that is publicly available through no breach of obligation, independently developed without use of the other party's confidential information, or lawfully received from a third party without confidentiality restrictions.

Additional confidentiality, privacy, regulatory, or data-protection obligations may be governed by separate agreements where applicable.

Tri-Cities IT's collection and handling of personal information through its website, forms, communications, and applicable services is further described in our Privacy Policy.

View the Tri-Cities IT Privacy Policy

Where a separate agreement, Business Associate Agreement, Data Processing Agreement, or other legally required privacy agreement applies, that agreement will govern the applicable covered information.

Customer authorizes Tri-Cities IT to communicate with Customer's authorized representatives through reasonable business communication methods, including email, telephone, support portals, collaboration systems, and other agreed methods.

Service-related communications may include support updates, maintenance notices, security notifications, billing communications, account information, service interruptions, and other operational notices.

Where consent is required by applicable law for a particular type of communication, Tri-Cities IT will obtain or rely upon appropriate consent as required.

Customer is responsible for maintaining current contact information for individuals authorized to receive account and service communications.

Where Customer or its authorized users elect to communicate with Tri-Cities IT by SMS or provide consent for applicable SMS communications, message and data rates may apply and message frequency may vary.

Users may reply STOP to an applicable automated messaging program to opt out and HELP for assistance where supported.

Consent to receive marketing text messages, if Tri-Cities IT ever offers such communications, will not be a condition of purchasing products or services.

Additional SMS terms may be provided separately where applicable.

Customer may not use Tri-Cities IT's systems or services to knowingly engage in unlawful activity, unauthorized access, malware distribution, spam, phishing, infringement, harassment, abuse, network disruption, credential theft, or activity intended to damage or compromise systems, networks, services, or data.

Tri-Cities IT may take reasonable action to protect its systems, customers, providers, and networks from suspected malicious or unlawful activity.

Tri-Cities IT retains ownership of its pre-existing intellectual property, documentation, methodologies, templates, automation, scripts, processes, tools, designs, configurations, and other proprietary materials except where expressly transferred in writing.

Customer retains ownership of its data and pre-existing intellectual property.

Third-party software and intellectual property remain owned and licensed by their respective owners.

Deliverables specifically created for Customer are governed by the applicable Quote, Statement of Work, or written agreement.

Except for warranties expressly provided in writing, and to the maximum extent permitted by applicable law, products and services are provided on an “as available” basis.

Tri-Cities IT does not warrant that all technology, software, systems, Internet services, third-party services, security controls, or other services will operate uninterrupted or error-free.

Third-party product warranties are provided by the applicable manufacturer, publisher, or provider.

Nothing in these Terms excludes warranties or rights that cannot legally be excluded.

To the maximum extent permitted by applicable law, neither Tri-Cities IT nor its owners, officers, employees, contractors, vendors, suppliers, or affiliates will be liable for indirect, incidental, special, exemplary, punitive, or consequential damages, including loss of profits, revenue, business opportunity, goodwill, use, or data, arising from or related to products or services provided by Tri-Cities IT.

Except for liability that cannot legally be limited, Tri-Cities IT's aggregate liability arising from a claim will not exceed the amounts paid by Customer to Tri-Cities IT for the specific products or services giving rise to the claim during the twelve months immediately preceding the event giving rise to the claim.

For a one-time purchase or project that has not existed for twelve months, the applicable limit will not exceed amounts paid to Tri-Cities IT for that applicable purchase or project.

To the extent permitted by law, Customer agrees to indemnify and hold Tri-Cities IT harmless from third-party claims, losses, damages, liabilities, and reasonable costs arising from Customer's unlawful use of products or services, unauthorized access provided by Customer, violation of applicable law, violation of third-party rights, or material breach of these Terms.

This provision does not require Customer to indemnify Tri-Cities IT for claims to the extent caused by Tri-Cities IT's own wrongful conduct where such indemnification is prohibited by law.

Tri-Cities IT may suspend access to some or all services when reasonably necessary because of:

• materially past-due amounts;
• suspected fraud or unlawful activity;
• a material cybersecurity or safety threat;
• Customer's material breach of an applicable agreement;
• a third-party provider's suspension or termination;
• circumstances requiring immediate action to protect systems, data, users, or networks; or
• other circumstances expressly permitted by an applicable agreement.

Where reasonably practical, Tri-Cities IT will attempt to notify Customer before suspension.

Emergency security action may occur without advance notice when necessary to prevent or limit harm.

Termination rights for recurring or contracted services are governed by the applicable service agreement, Quote, Statement of Work, or other written agreement.

Termination does not eliminate amounts previously incurred or obligations that by their nature should survive termination.

Upon termination, Customer is responsible for amounts owed through the effective termination date together with applicable committed third-party costs, cancellation charges, licensing obligations, or other charges authorized under the applicable agreement.

Neither party will be liable for delay or failure to perform obligations, other than payment obligations, to the extent caused by circumstances beyond that party's reasonable control.

Such circumstances may include natural disasters, severe weather, fire, flood, war, terrorism, civil disturbance, governmental action, labor disruption, utility failure, Internet or telecommunications failure, widespread cybersecurity incidents, supply-chain disruption, vendor outages, and other events beyond reasonable control.

The affected party will use reasonable efforts to resume performance when practicable.

These Terms and transactions governed by them will be interpreted according to the laws of the State of Tennessee, without regard to conflict-of-law principles, except where applicable federal law or another controlling written agreement requires otherwise.

If these Terms conflict with another written agreement between Customer and Tri-Cities IT concerning the same products or services, the following order of precedence will apply unless the applicable document expressly states otherwise:

1. A mutually executed Master Services Agreement or specifically negotiated agreement;
2. An applicable Statement of Work or accepted Quote;
3. An applicable service-specific addendum or Service Level Agreement;
4. These Terms & Conditions.

Terms contained in a Customer purchase order, procurement form, vendor portal, or other Customer-issued document will not modify Tri-Cities IT's terms unless expressly accepted in writing by an authorized representative of Tri-Cities IT.

These Terms, together with the applicable Quote, Statement of Work, Master Services Agreement, service addendum, or other incorporated agreement, constitute the agreement governing the applicable transaction and supersede prior discussions or communications concerning the same subject matter.

Nothing in this section replaces a separately executed agreement that expressly remains in effect.

Neither party may assign a material agreement to another party without any consent required by the applicable agreement or law, except in connection with a merger, acquisition, corporate reorganization, or sale of substantially all applicable business assets where assignment is legally permitted.

Third-party subscriptions and licenses remain subject to provider restrictions regarding transfer or assignment.

If a provision of these Terms is determined to be invalid or unenforceable, the remaining provisions will remain effective to the maximum extent permitted by law.

Failure by either party to enforce a provision on one occasion does not constitute a permanent waiver of that provision or any other right.

Tri-Cities IT may revise these Terms periodically.

Each published version will identify its effective date and version.

Unless otherwise permitted by an existing written agreement, revised Terms will apply prospectively to Quotes, orders, renewals, services, or other transactions accepted or entered into on or after the effective date of the revised Terms.

The Terms applicable to a previously accepted Quote or transaction will not be replaced solely because a newer version is later published on this website.

Tri-Cities IT will retain prior versions of these Terms for business and recordkeeping purposes.

The parties may conduct transactions through electronic records, electronic communications, electronic approvals, and electronic signatures to the extent permitted by applicable law.

A Customer's electronic signature, electronic acceptance, approval, or other affirmative authorization of a Quote or agreement may constitute acceptance of that record and any terms properly incorporated into it.