Atlantic Alliance™
SOW Terms and Conditions
Revision – June 8, 2026
Applies to: Alliance Foundation™ | Alliance Fortified™ | Alliance Elevate™
These SOW Terms and Conditions (“Alliance SOW Terms and Conditions” or “SOW T&Cs”) are incorporated into and made a part of each Alliance Statement of Work (each, an “Alliance SOW”) entered into between Facsimile Communications Industries, Inc. d/b/a Atlantic Tomorrow’s Office (“Atlantic”) and the entity identified in such Alliance SOW (“Client”). Each Alliance SOW, together with these Alliance SOW Terms and Conditions, is referred to herein as the “SOW.”
Capitalized terms used in these Alliance SOW Terms and Conditions have the meanings set forth in the Alliance Definitions Annex, incorporated herein by reference.
Tier Applicability. These Alliance SOW Terms and Conditions apply across all Alliance service tiers. Where a provision applies only to specific tiers, the applicable scope is identified by an Applicability notation. Provisions without an applicability notation apply to all tiers.
I. Scope and Services
I.1 Atlantic will perform the co-managed services identified and described in the applicable Alliance SOW. The scope of services, service descriptions, tier-specific inclusions and exclusions, and support model details are governed exclusively by the applicable Alliance SOW and its exhibits. These Alliance SOW Terms and Conditions do not modify or expand the scope of services defined in the Alliance SOW.
I.2 Atlantic will monitor Covered Products on a continuous basis via remote management and monitoring tools over an internet connection. Client hereby consents to remote access by Atlantic to Client’s network and systems as reasonably necessary to perform the Services.
I.3 Client is responsible for maintaining continuous internet connectivity for Covered Products. Atlantic’s ability to perform monitoring, alerting, and incident response is contingent upon such connectivity.
I.4 Atlantic’s co-managed model operates as an extension of Client’s internal IT function. The scope of activities performed by Atlantic is governed by the RACI matrix developed during Onboarding. Client retains administrative authority over its environment; Atlantic acts within boundaries established and approved by Client’s IT leadership.
II. Onboarding and Atlantic Best Practice
II.1 Atlantic will execute the Onboarding process as outlined in the applicable Alliance SOW. For all Alliance engagements, Onboarding includes the development of a jointly executed RACI matrix governing co-managed service activities. Atlantic will not proceed to Go-Live until the RACI has been reviewed and approved by both parties and a designated executive sponsor on Client’s side.
II.2 If, at the time of Go-Live, any Covered Products remain inaccessible (e.g., due to missing or withheld credentials), Client authorizes Atlantic to take commercially reasonable actions to regain access, which may include deploying personnel on-site, engaging technical recovery methods, or resetting administrative credentials. Client agrees to fully cooperate with such efforts and acknowledges that any related time and materials costs may be billed separately. Atlantic shall have no obligation to provide Services for any Covered Product that remains inaccessible.
II.3 Atlantic Best Practice Controls. As part of the Services, Atlantic may implement Atlantic Best Practice Controls across Client’s environment, including its Microsoft 365 tenant. Atlantic Best Practice Controls are the intellectual property of Atlantic. Upon termination of the applicable Alliance SOW, Atlantic reserves the right to remove Atlantic Best Practice Controls from Client’s environment.
III. Minimum Service Compliance Standards
In order for Client’s existing environment to qualify for Alliance Services, the following Minimum Standards must be met prior to commencement of the Services:
III.1 All servers with Microsoft Windows operating systems must be within vendor support lifecycle and must have all current Microsoft Service Packs and Critical Updates installed.
III.2 All server and, where applicable, desktop software must be genuine, licensed, and vendor-supported.
III.3 The environment must have a currently licensed, up-to-date, and vendor-supported antivirus or endpoint protection solution protecting all servers.
III.4 The environment must have a currently licensed and vendor-supported backup solution of sufficient capacity to support recovery objectives.
III.5 The environment must have a currently licensed and vendor-supported hardware firewall between the internal network and the internet.
III.6 Any wireless data traffic within the environment must be secured with a minimum of 128-bit data encryption.
III.7 Desktop and Laptop Standards. All desktop PCs and notebooks/laptops covered under the applicable Alliance SOW must be within vendor support lifecycle and must have all current Microsoft Service Packs and Critical Updates installed. (Applicability: Alliance Fortified™, Alliance Elevate™ — for endpoint-covered devices)
IV. Support Services
IV.1 Atlantic will, directly or indirectly, provide technical support for Covered Products, consisting of assistance in the resolution of issues via remote management tools or, where necessary in Atlantic’s sole discretion, on-site visits. The support model, escalation tiers, and onsite support provisions applicable to each engagement are set forth in the applicable Alliance SOW.
IV.2 Atlantic will provide reasonable remote liaison services with Client’s third-party infrastructure vendors to facilitate resolution of issues affecting Covered Products. Atlantic’s responsibility is limited to commercially reasonable efforts to assist the vendor. Services required directly from the vendor are Client’s financial responsibility. Work arising from moves, additions, or changes initiated by the vendor or Client is Out of Scope.
IV.3 Atlantic’s support is limited to equipment, software, and other products within the relevant Original Equipment Manufacturer or licensor support lifecycle. Equipment or software outside of such support lifecycles will be considered End of Life and excluded from support obligations.
IV.4 Atlantic’s obligations are subject to Client’s continued compliance with applicable manufacturer and licensor maintenance and support contracts.
IV.5 Atlantic will use commercially reasonable efforts to resolve issues promptly; however, extenuating circumstances — including dependency on third-party vendors, Client non-responsiveness, or causes outside Atlantic’s reasonable control — may impede resolution. Such instances will be placed on “Hold” status until the impediment is resolved. Incidents and support requests that are Excluded or Out of Scope are billable.
IV.6 Service Hours and Support Coverage:
V. Client Responsibilities
V.1 Client shall timely provide all permissions, credentials, and administrative access necessary to facilitate Atlantic’s deployment and operation of the following service-delivery tools on Covered Products:
(a) Remote Management and Monitoring Tool: enables Atlantic’s continuous monitoring and remote access to Covered Products.
(b) Patch Management Tool: through which Atlantic manages OS patching for covered servers and, where applicable, endpoints. (Applicability: (b) applies to Alliance Fortified™ and Alliance Elevate™ for endpoint patching; all tiers for server patching)
(c) Other discovery and management tools reasonably required by Atlantic to deliver Services. Client acknowledges that these tools require consistent internet connectivity.
V.2 Client shall ensure a C-Suite level representative or designated executive sponsor participates in Atlantic’s Quarterly Business Reviews and is available for RACI amendments and escalated decisions.
V.3 Client shall properly and lawfully license all software within Client’s technology infrastructure and maintain continuous compliance with applicable license agreements.
V.4 Client acknowledges that OEM or applicable third-party vendor support may be required to properly troubleshoot and remedy failures in Covered Products. Client is responsible for obtaining and maintaining all third-party hardware, software, and associated support and maintenance agreements. Client hereby authorizes Atlantic to renew, on Client’s behalf, license and support agreements with manufacturers and licensors of Covered Products, and agrees to promptly pay Atlantic in full for such renewals.
V.5 Client shall promptly satisfy all financial obligations to Atlantic.
V.6 Client shall procure such replacement or additional hardware, software, and other products that Atlantic reasonably deems necessary to maintain the scope of Covered Products or facilitate Atlantic’s performance. Atlantic has the right of first refusal to provide hardware, software, and IT products or services in connection with the SOW. Products procured from a party other than Atlantic without Atlantic’s prior written consent are Out of Scope.
V.7 Client shall promptly and properly report issues through Atlantic’s prescribed ticketing system and cooperate with Atlantic’s troubleshooting and remediation efforts.
V.8 Client shall regularly back up all data — no less frequently than once every twenty-four (24) hours — for all systems within Client’s environment, including Covered Products.
V.9 Client shall comply with all applicable federal, state, and local laws, rules, and regulations, and with Atlantic’s reasonable operational instructions.
V.10 Client acknowledges that material changes to Client’s technology environment may adversely affect Atlantic’s performance. Client agrees to obtain Atlantic’s prior written consent before making material additions, moves, or changes to Covered Products or Client’s broader technology infrastructure. Client shall provide Atlantic written notice not fewer than ninety (90) days prior to any such proposed changes. Atlantic will not unreasonably withhold consent. Client assumes all risks associated with changes made without Atlantic’s consent, and services arising from such changes are Out of Scope.
V.11 Client shall not introduce new Non-Stack Products into the covered environment without prior written notice to Atlantic and Atlantic’s written acknowledgment. Atlantic reserves the right to decline to support new Non-Stack Products or to require a Migration Window commitment as a condition of support.
V.12 End-User Device and Data Management. Client’s internal IT team retains responsibility for all end-user device management, end-user data backup, user account administration, and desktop-level support not expressly assumed by Atlantic under the applicable Alliance SOW. (Applicability: Alliance Foundation™, Alliance Fortified™ — reflects retained internal IT responsibilities at these tiers)
VI. Out of Scope Services
VI.1 Services not expressly included within the scope of the applicable Alliance SOW are Out of Scope or Excluded Services and are billable at Atlantic’s then-prevailing rates. Any request or direction by Client to perform an Excluded Service shall be deemed Client’s acknowledgment that such service is outside the scope of the SOW and Client’s agreement to pay applicable fees.
VI.2 Excluded Services. Excluded Services include, without limitation, labor, products, and other services required to resolve issues or perform work involving any of the following:
- Aligning Client’s environment to Minimum Service Compliance Standards;
- Services provided outside of Normal Business Hours, except where 24×7 monitoring or extended user support is separately contracted;
- Onsite services not expressly included in the Alliance SOW;
- External causes, including client-owned software, power or cabling issues, or systems not provided by or through Atlantic;
- End of Life products, or pre-existing infrastructure or application issues;
- Conditions or issues arising prior to commencement of the Term;
- Client’s failure to fulfill its responsibilities under Section V;
- Products, software, or equipment not included in Covered Products;
- Desktop and laptop operating systems, end-user devices, personal devices (BYOD), mobile devices, and home networks, except to the extent expressly included under the applicable Alliance SOW;
- Line-of-business applications, SaaS platforms, and proprietary software;
- Software licensing or renewal fees of any kind;
- Third-party vendor or manufacturer support or incident fees;
- Travel costs not specifically included in the Alliance SOW;
- Training services not included in the Alliance SOW;
- Issues caused by acts, omissions, or work of Client or any third parties (excluding Atlantic);
- Security incidents including virus infections or ransomware, except to the extent caused solely and directly by Atlantic’s affirmative gross negligence;
- Recovery or restoration of lost, damaged, or corrupted data;
- Acts of God, natural disasters, power failures, or adverse environmental conditions;
- Custom development, code modifications, or integrations not expressly included in the SOW;
- Tasks expressly excluded on the IMACD Schedule (Exhibit A) to the Alliance SOW;
- Excessive use of Services, as determined by Atlantic in its reasonable discretion; and
- Moves, adds, or changes to Client’s technology environment, third-party vendors, or Covered Products, except as expressly included in the SOW.
VI.3 Non-Stack Product Limitations. Non-Stack Products are supported on a commercially reasonable efforts basis only, subject to the limitations and migration consequences set forth in the applicable Alliance SOW. All rate uplift triggers, service level carve-outs, and auto-removal provisions are governed by the Optimized Stack & Technology Policy section of the applicable Alliance SOW.
VI.4 Excluded Services Process. Atlantic shall have no obligation to perform Excluded Services unless directed or authorized by Client. Any Excluded Services performed at Client’s request, or as reasonably necessary in Atlantic’s judgment to fulfill a submitted request or prevent downtime or mitigate damage, shall be deemed authorized by Client and billable at Atlantic’s then-prevailing rates. Atlantic will use commercially reasonable efforts to notify Client when a request appears to fall outside the scope of the SOW, but such notification is not a condition to billing.
VI.5 Additional Work. Atlantic may recommend improvements to Client’s infrastructure based on Atlantic experience and industry best practices. Should Client elect to proceed with Additional Work, Client agrees to pay all associated charges per the terms set forth in the Alliance SOW.
VII. Non-Stack Products and Optimized Stack Policy
VII.1 Atlantic defaults to its Optimized Stack — a curated set of technology platforms selected for security posture, interoperability, supportability, and performance, as published and maintained at tomorrowsoffice.com/alliance-optimized-stack (the “Stack Reference”). The Stack Reference is a living document; Atlantic may update it with reasonable advance notice to Client.
VII.2 Non-Stack Products are identified on the Covered Products Schedule (Exhibit B to the applicable Alliance SOW) at signing and are supported on a commercially reasonable efforts basis only, subject to the limitations set forth in the applicable Alliance SOW.
VII.3 Migration Commitment. Client’s commitment to migrate Non-Stack Products within agreed Migration Windows is a material term of each Alliance SOW. Failure to migrate within the agreed window automatically triggers the layered consequences set forth in the applicable Alliance SOW: rate uplift, permanent service level carve-out, and, following a ninety (90) day cure period, Atlantic’s election to remove the Non-Stack Product from the Covered Products Schedule.
VII.4 Client shall not introduce new Non-Stack Products into the covered environment without prior written notice to Atlantic and Atlantic’s written acknowledgment. Introduction of a new Non-Stack Product without notice constitutes a material breach of the applicable Alliance SOW.
VIII. General
VIII.1 Entire Agreement. Each Alliance SOW, together with these Alliance SOW Terms and Conditions and the Alliance Definitions Annex, constitutes the exclusive agreement of the parties with respect to its subject matter and supersedes all prior agreements, negotiations, representations, proposals, and awards, written or oral, relating to its subject matter. These Alliance SOW Terms and Conditions incorporate by reference Atlantic’s Master Services Agreement (the “MSA”), accessible at Atlantic MSA. In the event of conflict: the Alliance SOW controls with respect to its specific subject matter; these Alliance SOW Terms and Conditions control in all other service-related respects; and the MSA controls in all remaining respects.
VIII.2 Governing Law and Venue. Each Alliance SOW is executed under and governed by the laws of the State of New Jersey. The federal and state courts located in New York County, New York shall have exclusive jurisdiction for any controversy arising in connection herewith.
VIII.3 Effectiveness. No Alliance SOW shall be effective until it has been approved and accepted by Atlantic.
VIII.4 Amendments. These Alliance SOW Terms and Conditions may be updated by Atlantic from time to time. The version incorporated into any Alliance SOW is the version published at the URL above as of the date of SOW execution. Atlantic will provide reasonable advance notice of material changes.