This Service Agreement is between ITP 360 LLC, a Florida limited liability company, and the Customer. Our address is 4380 SW 74 AVE Suite D, Miami, FL 33155. These terms apply only to services ordered by the Customer. A signed service agreement or order controls over conflicting website provisions. Managed IT services are governed by the MSP provisions below and the signed MSP proposal; telephony, porting and equipment provisions apply only where those services are ordered. The applicable website revision is the version accepted with the order. Posting a new revision does not amend an existing agreement. Material changes require written agreement, except pricing changes expressly permitted by the signed agreement. ITP will email authorized contacts at least 60 days before an agreed change takes effect, unless the parties expressly agree otherwise in writing.
Definitions
- VoIP Services (VOICE360), Fiber Optic Service (ITP Fiber), ITP Cloud Services (ITP Cloud), ITP Managed Services
- 911 Services:
- Functionality that allows end users to contact emergency services by dialing 9-1-1.
- Enhanced 911 Services:
- The ability to route an emergency call to the designated entity authorized to receive such calls, which in many cases is a PSAP, serving the Customer’s Registered Address and to deliver the Subscriber’s telephone number and Registered Address information automatically.
- Basic 911 Service:
- The ability to route an emergency call to the designated entity. With basic 911, the emergency operator will not have access to the caller’s telephone number or address unless provided verbally.
- ANI:
- Automatic Number Identification.
- DID/DOD:
- A telephone number assigned by ITP to Customer.
- IP:
- Internet Protocol.
- LCA:
- A geographical local calling area.
- LNP:
- Local number portability.
- PSTN:
- Public switched telephone network.
- SIP:
- The signaling protocol used between VoIP networks.
- TN:
- A telephone number assigned by ITP to Customer.
- VoIP:
- Voice over IP.
Section 1: Services Provided
Provided that Customer is not in default of its obligations stated herein, ITP shall provide Customer with the Service ordered in the ITP Service Order Form for the Service Term. If Customer has purchased or leased Equipment from ITP then the Customer must install Equipment in accordance with instructions provided by ITP. ITP Equipment must be used solely for the purpose of Service utilization. Customer is solely responsible for any equipment not provided by ITP.
Section 2: Service Description
ITP Two-Way SIP Trunks is a bundled virtual trunking service providing inbound, outbound local and long distance voice services via a ITP assigned DID. Each Two-way SIP Trunk enables a single concurrent call. Two-way SIP Trunks also include static 911 services, 411, inbound caller id.
ITP Fiber is an internet service product which provides IP transit via IPv4 or IPv6 protocols. The service will be delivered via ITP owned or leased Fiber Optic cables. Small Business Plans are "Best Effort" service and do not provide any SLA.
ITP Voice is an umbrella name for different services including SIP Trunking, Hosted PBX, eFax Services, and SMS.
ITP Cloud is a hosted solution including Virtual Desktops, Managed Dedicated Servers, and Custom Application Hosting.
Section 3: Service Limitations
ITP Two-Way SIP Trunk service does not include any Class 5 features nor will the service provide 976, 900, or 1010xxx call types. All special configurations are subject to ITP’s approval. Any traffic deemed to jeopardize the integrity of ITP’s network may be blocked. In no event shall ITP be liable for any special, indirect, incidental or consequential damages.
Section 4: Emergency Services Dialing
Customer will have access to either basic 911 or Enhanced 911 (E911) as their default emergency calling service.
Enhanced 911 (E911): E911 is the ability to route an emergency call to the designated Public Safety Answering Point (PSAP) serving the Customer’s Registered Address and to deliver the Subscriber’s telephone number and Registered Address information automatically. ITP will provide E911 service where available. Customer must register a valid physical address for each line of service. It is the Customer’s responsibility to update the registered address whenever the physical location of the device changes.
Basic 911: In areas where E911 is not available, basic 911 service will be provided. With basic 911, the emergency operator will not have access to the caller’s telephone number or address unless provided verbally by the caller. Customer must be prepared to provide their location and callback number to the emergency operator.
National Call Center: In certain circumstances, 911 calls may be routed to a national emergency call center rather than the local PSAP. The call center operator will attempt to transfer the call to the appropriate local emergency service provider.
DISCLAIMER OF LIABILITY: CUSTOMER ACKNOWLEDGES AND UNDERSTANDS THAT 911 AND E911 SERVICES PROVIDED BY ITP MAY NOT FUNCTION THE SAME AS TRADITIONAL 911 SERVICES. ITP SHALL NOT BE LIABLE FOR ANY LOSS, DAMAGE, CLAIM, OR INJURY RESULTING FROM THE INABILITY TO ACCESS 911 OR E911 SERVICES, MISROUTED 911 CALLS, FAILURE TO DELIVER CORRECT CALLER INFORMATION, OR ANY OTHER LIMITATION OR FAILURE OF 911 OR E911 SERVICES. CUSTOMER AGREES TO INDEMNIFY AND HOLD ITP HARMLESS FROM ANY CLAIMS ARISING FROM THE USE OR INABILITY TO USE 911 OR E911 SERVICES. ITP DOES NOT GUARANTEE THAT 911 OR E911 SERVICES WILL BE AVAILABLE AT ALL TIMES OR THAT EMERGENCY PERSONNEL WILL BE DISPATCHED TO THE CORRECT LOCATION. IT IS THE CUSTOMER’S SOLE RESPONSIBILITY TO ENSURE THAT THE REGISTERED ADDRESS IS ACCURATE AND UP TO DATE.
Section 5: Service Availability
The Service is available throughout the Service Term, except for scheduled maintenance. ITP will use commercially reasonable efforts to provide prior notification of scheduled maintenance. ITP may interrupt service for unscheduled emergency maintenance without notice. ITP shall not be liable for any interruptions due to scheduled or unscheduled maintenance.
Section 6: Porting Numbers
ITP will require a completed and signed Letter of Authorization (LOA) for any numbers to port. Necessary LOAs and Bill Copies must be received before ITP initiates the port request. Customer is responsible for ensuring that all information provided on the LOA is accurate and complete. ITP shall not be liable for delays resulting from inaccurate or incomplete information. Any charges associated with the porting process, including those from the losing carrier, are the responsibility of the Customer.
Section 7: Service Activation Date
ITP will work with the Customer to establish an initial activation date. The Confirmed Port Date typically cannot be set earlier than two to four business weeks after the port request was initiated. ITP shall not be liable for delays caused by the losing carrier or any third party involved in the porting process.
Section 8: Service Activation Appointment
ITP will attempt to arrange an Activation Appointment with the Customer on the Service Activation Date. It is the customer’s sole responsibility to ensure their premise and equipment is prepared for the activation. If the Customer fails to make the premise or equipment available for the scheduled Activation Appointment, ITP may charge a rescheduling fee. ITP shall not be liable for any delays resulting from the Customer’s failure to prepare for the Activation Appointment.
Section 9: Service Term
For managed IT, the default is month-to-month and either party may terminate on 30 days of written notice without an early termination penalty, unless the signed proposal expressly states a different notice period or a fixed term. A selected fixed term, its renewal rules and any early termination charge must be stated in the signed MSP proposal. Where the signed MSP proposal provides an early termination charge, it applies to Client convenience termination and ITP termination for the Client's uncured material breach or undisputed nonpayment after the required notice and cure periods. For fixed-term MSP proposals using this revision, the early termination charge is 50% of the recurring managed-service fees that would otherwise become due after the effective termination date through the end of the current fixed term, unless the signed proposal expressly states otherwise. The calculation excludes taxes, hardware charges and separately itemized third-party pass-through charges, and prorates any partial month. This charge is the sole recovery for lost future managed-service fees arising from that termination. Charges for services provided through the effective termination date remain payable separately and are not included in this calculation. Any account-specific initial opt-out controls over conflicting notice and fee requirements. The service commencement date is agreed in writing and starts the managed-service term, recurring billing and initial opt-out period. Either party may terminate for an uncured material breach after the notice and cure procedure in the signed proposal; termination for ITP breach does not trigger remaining-term fees.
For non-MSP services, unless the signed order states otherwise, the initial Service Term shall be at least one (1) year and up to three (3) years from the Service Commencement Date, as specified in the Service Order Form. After the initial term, Service continues on a month-to-month basis at the then-current rates. Either party may terminate the month-to-month service upon thirty (30) days written notice to the other party. An Early Termination Fee will be assessed if Customer terminates the Service before the end of the initial Service Term. The Early Termination Fee shall be equal to the remaining monthly charges for the balance of the Service Term.
Section 10: Service Support
ITP provides support for the Services as described at www.itp360.com. Support hours, response times, and escalation procedures are detailed in the Service Level Agreement. Customer may contact ITP support via phone, email, or the customer portal.
Section 11: CPE Maintenance, Support, and Repair
If Customer has rented CPE (Customer Premises Equipment) from ITP, Customer shall allow ITP reasonable access to the premises for the purpose of maintaining, supporting, and repairing the equipment. Equipment may be new or recertified at ITP’s discretion. Customer shall reimburse ITP for the cost of repair or replacement of CPE in cases of misuse, damage, theft, or disaster. If renting CPE from ITP, Customer shall return all equipment in good working condition within ten (10) days of service termination. Failure to return rented CPE within the specified timeframe will result in equipment charges being applied to the Customer’s account.
Section 12: CPE Purchase
All CPE purchased from ITP is subject to the manufacturer’s warranty terms and conditions. Customer must notify ITP within ten (10) days of receipt of any damaged or DOA (Dead on Arrival) equipment. Returns are accepted within thirty (30) days of purchase. A twenty percent (20%) restocking fee applies to all returned equipment that is not damaged or defective. Equipment must be returned in its original packaging and in resalable condition.
Section 13: Charges for Service
For managed IT, charges, late fees, billing and suspension follow the signed MSP proposal. Managed-service prices do not increase during a fixed term without written agreement. Renewal price changes require at least 60 days of written notice. Late notice postpones the increase until that notice period expires, and the Customer may decline the change and terminate on its proposed effective date without remaining-term fees.
For non-MSP services, unless the signed order states otherwise, Monthly Recurring Charges (MRC) and Non-Recurring Charges (NRC) are as stated in the Service Order Form. All charges are exclusive of applicable federal, state, and local taxes, fees, and surcharges, which will be added to the Customer’s invoice. ITP may require a security deposit prior to or during the provision of service. ITP shall not increase pricing during the initial Service Term. After the initial Service Term, ITP may adjust pricing with thirty (30) days written notice to the Customer. Payment is due within thirty (30) days of the invoice date. Late payments are subject to a late fee of 1.5% per month on the outstanding balance.
Section 14: Billing Disputes
Customer shall pay all undisputed charges by the due date. Customer must submit written dispute notification within thirty (30) calendar days of receipt of the invoice. Disputes must include sufficient detail to identify the charges being disputed and the basis for the dispute. ITP shall respond to billing disputes within thirty (30) calendar days of receipt. If the dispute is resolved in the Customer’s favor, ITP will issue a credit to the Customer’s account. Filing a dispute does not relieve the Customer of the obligation to pay undisputed charges.
Section 15: Specific Charges for Two-Way SIP Trunk Service
Disconnect Charges: A disconnect fee of $5 per TN (Telephone Number) applies when disconnecting numbers from the service.
LNP Charges: A fee of $6 per TN applies for cancelled port requests after the port order has been submitted to the losing carrier.
Payphone Surcharges: A surcharge of approximately $0.60 per call applies to all calls originating from payphones.
Call Duration Thresholds: If five percent (5%) or more of calls are six (6) seconds or less in duration, a surcharge of $0.03 per short duration call will be applied.
Local & Inbound Minute Thresholds: Each Two-Way SIP Trunk includes a cap of 2,000 local and inbound minutes per trunk per month. Overage minutes will be billed at $0.018 per minute.
LD Minimum Threshold: A minimum of 300 long distance minutes per month applies. If the minimum is not met, the Customer will be charged for 300 minutes at $0.019 per minute.
Interstate Long Distance: Charged at a flat per-minute rate as specified in the Service Order Form. Calls to Alaska are billed at an exception rate of $0.30 per minute.
800 Domestic: Inbound toll-free calls are billed at $0.029 per minute.
Call Rating: All calls are rated based on the actual duration of the call, rounded up to the applicable billing increment. International rates are available upon request and vary by destination.
Section 16: Service Level Agreement
For managed IT, only the response, restoration, uptime and credit commitments expressly stated in the signed MSP proposal apply. No numeric infrastructure uptime guarantee is supplied by this website.
For ordered non-MSP network services that include this SLA and are not designated best effort, Service Availability: ITP guarantees 99.9% network availability, measured on a monthly basis. Scheduled maintenance windows are excluded from availability calculations.
Problem Response Times:
• High Priority (service outage): Response within 1 hour
• Normal Priority (service degradation): Response within 1 business day
• Low Priority (general inquiry): Response within 2 business days
Problem Resolution Times:
• High Priority: Resolution within 4 hours
• Normal Priority: Resolution within 1 week
• Low Priority: Resolution within 2 weeks
Service Credits: In the event that ITP fails to meet the 99.9% availability guarantee, service credits will be applied to the Customer’s account as follows:
• 99.0% - 99.9% availability: 5% credit of MRC
• 95.0% - 98.9% availability: 10% credit of MRC
• 90.0% - 94.9% availability: 25% credit of MRC
• Below 90.0% availability: 50% credit of MRC
Customer must request service credits within thirty (30) days of the downtime event. Service credits shall not exceed 50% of the monthly recurring charge for the affected service.
Section 17: Billing Increments
US Domestic: All domestic calls (local and long distance) are billed in increments of 6 seconds, with a minimum duration of 6 seconds (6/6).
International (excluding Mexico): International calls are billed in increments of 6 seconds, with a minimum duration of 30 seconds (30/6).
Mexico: Calls to Mexico are billed in increments of 60 seconds, with a minimum duration of 60 seconds (60/60).
Section 18: Confidentiality
ITP shall not disclose to any third party or use any confidential information of the Client’s business learned in the course of providing services. This obligation of confidentiality shall survive the termination of this Agreement. Confidential information includes, but is not limited to, customer data, call records, network configurations, and any proprietary business information shared between the parties. This obligation does not apply to information that is publicly available, independently developed, or required to be disclosed by law or regulatory authority.
Section 19: Messaging and communication
Signing an agreement or ordering services does not grant consent to receive text messages. Text enrollment requires separate consent from the recipient for the relevant program and mobile number. Enrollment is optional. Recipients may withdraw consent by replying STOP or another reasonable method, and ITP will honor the request. Marketing texts require separate authorization. Necessary service communications will use agreed alternative channels when text consent is absent or withdrawn.
Managed IT service protections
These provisions apply to managed IT services only. The signed MSP proposal controls if it states different terms. Existing signed agreements are not amended by publication of this revision.
Service warranty
ITP will perform the agreed services with reasonable skill and care using appropriately qualified personnel and will correct material nonconforming work within a reasonable time after notice without additional managed-service charges. ITP does not promise that every threat will be prevented or that systems will operate without interruption. These qualifications do not reduce express security, backup or service-level commitments. Except for express promises and rights that cannot lawfully be excluded, ITP disclaims other warranties, including implied warranties of merchantability and fitness for a particular purpose to the extent applicable. Third-party products remain subject to their supplier warranties, which ITP will pass through where permitted. Correction does not eliminate termination rights for an uncured material breach.
Indemnity and third-party claims
The Client will defend, indemnify and hold ITP harmless against third-party claims to the extent caused by unlawful Client instructions or infringing material supplied by the Client. ITP will defend, indemnify and hold the Client harmless against third-party claims to the extent caused by ITP's negligent performance or breach of confidentiality. Each obligation covers reasonable defense costs and damages finally awarded or agreed in settlement. Neither party must indemnify the other for the other's own negligence or misconduct. The protected party will promptly give notice and reasonably cooperate. The defending party may control the defense with qualified counsel but may not admit fault by, impose nonmonetary obligations on, or settle without a release of the protected party without its consent. ITP's obligations, including defense costs, are subject to the Limitation of liability section. Amounts payable to a third-party claimant under this clause are not excluded solely because that claimant's loss is consequential; the applicable aggregate liability cap still applies.
Insurance
This agreement does not require the Client to purchase or maintain insurance. The absence of Client insurance is not a breach of this agreement or a condition of receiving services. Any representation about ITP insurance must identify verified coverage in the signed proposal or an agreed insurance schedule. ITP will provide evidence of any coverage it expressly agrees to maintain. Insurance does not replace performance obligations or change the agreed liability limits.
Force majeure
A party is excused from delayed performance only to the extent caused by an event beyond its reasonable control that reasonable precautions and agreed continuity measures could not prevent or overcome. The affected party will promptly notify the other, mitigate the effects and resume performance as soon as reasonably practicable. Hurricanes and other natural disasters may qualify; ordinary staffing shortages, lack of funds and failures caused by inadequate agreed safeguards do not. A cyberattack or supplier outage does not automatically qualify. Confidentiality, data protection and reasonable handoff duties continue. Fees for materially unavailable services will be fairly adjusted. If material interruption continues for 30 days, either party may terminate affected services without remaining-term fees; charges for services already provided remain payable.
Assignment and subcontractors
Neither party may transfer this agreement without the other's written consent, which will not be unreasonably withheld. A successor acquiring substantially all of the relevant business may assume it on prior notice if it accepts the obligations and the transfer does not materially reduce service capability or data protection. Transfer does not release accrued obligations. ITP may use qualified subcontractors with appropriate confidentiality and security duties and remains responsible for their performance. Neither party may otherwise bind the other without express authorization.
Agreement documents and changes
The signed MSP proposal, its expressly identified attachments and the applicable website terms identified by their revision date form the agreement and replace prior proposals and negotiations on the same services. The website revision is the version available when the Client signs; later website publication does not amend this agreement. ITP will retain a copy of the applicable revision with the executed agreement. The signed proposal controls over conflicting website provisions, including pricing, renewal, service levels, liability and notices. Account-specific initial opt-out terms control over general termination provisions. Material amendments require written agreement by authorized representatives, except for pricing changes expressly permitted by the term and pricing provisions in the signed MSP proposal. The 60-day notice statement on the acceptance page is a notice obligation, not unilateral authority to amend.
Contract notices
Contract notices to ITP must be sent to support@itp360.com with the subject Contract notice and the quote number, or by tracked delivery to 4380 SW 74 AVE Suite D, Miami, FL 33155. Notices to the Client must be sent to the signer's email address used for signing or by tracked delivery to the Client address in this agreement. Either party may update its notice contact in writing. Email notice is received when delivery to the designated mail system is evidenced and no delivery failure is reported; tracked notices are received on delivery or documented refusal. Initial opt-out notice is effective on receipt, including outside business hours. Routine support requests do not approve amendments or additional spending.
Disputes, severability and survival
Authorized representatives will attempt in good faith to resolve a notified dispute for 15 days before litigation. Either party may seek urgent protective relief without waiting. Each party bears its own legal fees unless applicable law or the third-party defense obligations provide otherwise. If a provision is unenforceable, the remainder continues to the extent consistent with the essential bargain. Failure to enforce a provision once does not waive later enforcement. Accrued payment obligations, confidentiality, data protection while information is retained, agreed handoff duties, intellectual-property rights, liability limits and provisions needed to resolve claims survive termination.
Limitation of liability
ITP is not liable for special, indirect, incidental or consequential damages, including procurement of substitute goods or services, loss of use, data or profits, or business interruption, however caused and under any theory of tort (including negligence), strict liability or otherwise, even if advised of the possibility of such damage. ITP's total aggregate liability arising from this agreement, whether in contract, negligence or otherwise, will not exceed the greater of the managed-service fees paid or payable for the 12 months preceding the first event giving rise to a claim or 12 times the monthly managed-service fee in effect at that event. For an event before service commencement, the monthly managed-service fee stated in this agreement applies. Taxes, hardware charges and third-party pass-through charges are excluded from this calculation. Related claims do not create separate limits. The limits and exclusions in this section do not apply to fraud, willful misconduct, gross negligence, death or bodily injury caused by negligence, or liability that applicable law does not permit ITP to limit. This section controls over conflicting limitations in incorporated website terms.
Governing law and venue
Florida law governs this agreement, excluding conflict-of-law rules that would select another jurisdiction's law. Any proceeding arising from this agreement must be brought in the state courts in Miami-Dade County, Florida, or, where federal subject-matter jurisdiction exists, the United States District Court for the Southern District of Florida. Each party consents to the jurisdiction and venue of those courts. This section controls over conflicting provisions in incorporated website terms.
Archived revisions: October 15, 2025 / September 11, 2026
Contact
If you have any questions about these Terms and Conditions, please contact us at:
ITP 360 LLC
4380 SW 74 AVE Suite D, Miami, FL 33155
Email: support@itp360.com
Phone: (305) 317-0959