Terms and Conditions for Security Systems Installations and Service
ONE SOURCE SECURITY & AUTOMATION, INC. is hereinafter referred to as "Contractor" and Customer is hereinafter referred to as "Subscriber."
1. System and Services
Contractor hereby agrees to install and maintain, during the term of this Agreement, at the premises of the Subscriber a system as described in the following Schedule of Protection.
2. Schedule of Protection
Per proposal presented to subscriber.
3. Term. Renewal and Expiration
This Agreement shall remain in force for one year from the date each system is installed and becomes operative and shall be automatically renewed for consecutive renewal terms of one year, unless either party gives written notice at least 30 days prior to the end of such term, to the other of intent to allow the Agreement to expire as of the end of the then current term, provided that either party may terminate this Agreement at any time with sixty days prior written notice to the other party.
Subscriber agrees to pay the Contractor:
A. For the installation of the system, of which 50% is payable as a down payment upon the signing of this agreement, and the balance within 30 days after substantial completion of the installation.
B. Annually for ongoing monitoring and, payable annually in advance commencing from date of installation.
5. Contractor's Limits of Liability
It is understood and agreed by the parties hereto that Contractor is providing a system designed to reduce the risk of loss; that Contractor is not assuming responsibility for losses which may occur in cases of malfunction or non-function of the monitoring, signal handling or dispatching aspects of the service, even if due to Contractor's gross negligence or failure of performance; that Contractor is therefore not an insurer, and that insurance, if any, covering personal injury and property loss or damage on Subscriber's premises shall be obtained by Subscriber. It is further understood that the system described in the Schedule of Protection has been chosen by Subscriber after considering and balancing the levels of protection afforded by various types of systems and the related costs. It is agreed that it is impractical and extremely difficult to fix actual damages which may arise in situations where there may be a failure of services provided, due to the value of protected property being unknown to contractor, inability of contractor to guarantee police and fire department response time, and establishing a casual connection between system or service problems and subscriber’s possible loss. Therefore if, notwithstanding the provisions in this paragraph 5, any liability is imposed on contractor, such liability shall be limited to an amount equal to one half the annual service charge provided herein for the protected premises sustaining the loss. This sum shall be complete and exclusive and shall be paid and received as liquidated damages and not as a penalty. If Subscriber wishes to increase Contractor’s maximum amount of such limitation of liability, Subscriber may, as a matter of right, at any time, by entering into a supplemental agreement, obtain from Contractor a higher limit by paying an additional amount consonant with the increased liability, but such obligation shall not be interpreted to hold Contractor as an insurer.
Since the parties agree that Subscriber retains the sole responsibility for protecting against losses to his own property or the property of others in the protected premises, Subscriber agrees to save harmless Contractor, its employees and agents, from and against all claims, lawsuits and losses by persons not a party to this Agreement alleged to be caused by the improper operation of the system, whether due to defects in the system or acts or omissions of Contractor in receiving and responding to alarm signals. The parties also agree to absolve One Source Security & Automation, Inc., its agents, servants or employees from any and all responsibility for failure of the local municipalities to respond to alarms of any type or kind whatsoever that are received by way of our central station.
ONE SOURCE SECURITY & AUTOMATION, INC. DOES NOT MAKE ANY REPRESENTATION OF WARRANTY EITHER EXPRESS OR IMPLIED THAT; THE SYSTEM OR SERVICE SUPPLIED MAY NOT BE COMPROMISED, OR; THAT THE SYSTEM WILL IN ALL CASES PROVIDE THE PROTECTION FOR WHICH IT IS INTENDED, OR; THAT SYSTEM IS FIT FOR ANY PARTICULAR PURPOSE.
6. Entire Agreement
It is agreed to and understood by the parties that this Agreement, including the provisions on page 2, constitutes the entire agreement between the parties, and supersedes and replaces all other prior understandings or agreements relating to the premises covered by this Agreement. This Agreement may not be changed, modified or varied except by writing and signed by an authorized representative of the Contractor. It is understood and agreed by and between the parties hereto, that if there is any conflict between this contract and Subscriber's purchase order, or any other document, this contract will govern. This Agreement shall not become binding on the Contractor until approval by Contractor's Management as provided below.
Subscriber hereby acknowledges that he has read and understands this entire Agreement, including the terms and conditions on page 2.
In consideration of One Source Security & Automation, Inc. installing, servicing and or monitoring a system for Subscriber, the undersigned agrees to be jointly and severally liable for the payment of any amount owing to One Source Security & Automation, Inc.
7. Charges and Increase in Charges
(A) Subscriber shall pay any City, State or Federal taxes, fees or charges which are imposed upon the equipment, the installation thereof or performance of the services provided for herein.
(B) At any time following expiration of the first year of this Agreement, Contractor may increase the ongoing per month charge. Subscriber may terminate this Agreement upon written notice given within fifteen days of notification of such increase.
(C) At Contractor's option, a fee may be charged for any false alarm caused by Subscriber or for any unnecessary service run. If either Contractor or Subscriber is assessed any fine or penalty by any municipality, fire, or police protection district as a result of any false alarm, Subscriber shall pay the full amount of such time or penalty.
(D) The payments set forth in paragraph 4(B) do not include telephone company line charges if required. Subscriber shall also pay any telephone company toll line charges incurred by the operation of the system.
(E) Installation charges set forth in the Schedule of Protection assume installation will be performed during Contractor's normal working hours and using its own personnel. If Subscriber requests this installation or any part thereof to be performed outside ordinary business hours, or if the installation must be performed by outside contractors, the installation charge is subject to revision.
(F) If any Government agency requires any changes in the system originally installed, Subscriber agrees to pay for such changes.
8. Payment and Default by Client
(A) Subscriber agrees to pay any and all bills within thirty (30) days after presentment of same. Returned checks may be collected electronically with state fees. An additional charge of not more than two percent (2%) per month shall be imposed on any overdue amounts, per Contractor’s Subscriber service procedures.
(B) If the Subscriber defaults in the performance of any of its obligations under this Agreement, or any other agreement between the parties, including failure to pay to the Contractor any monies when due, the Contractor may pursue against the Subscriber any remedy available at equity, now or in the future, including collecting interest on any unpaid balances at the highest rate allowed by law, and in addition, if the Contractor commences legal proceedings or retains the services of a collection agency or attorney to enforce its rights under this Agreement, Subscriber shall also pay Contractor’s reasonable attorneys’, collection agency, and court fees. In the event of legal action between the parties in connection with their respective rights and obligations, under this Agreement or otherwise, the parties waive trial by jury and Subscriber waives the right to interpose any counterclaim in any action or proceeding commenced by the Contractor. In addition, Subscriber shall grant to Contractor timely access to any equipment that needs to be reprogrammed to discontinue monitoring services. Subscriber shall be responsible for all associated costs until such access is granted.
(C) The parties agree that due to the nature of the service(s) to be provided by the Contractor under this Agreement, the payments to be made to the Contractor by the Subscriber over the entire term of this Agreement form an integral part of the Contractor’s pricing and anticipated profits. In the event that the Subscriber defaults in performing any of its obligations under this Agreement, or any other agreement between the parties, the entire balance of all unpaid payments for the entire term of this Agreement shall immediately become due and payable, and the Subscriber shall be liable therefore.
(D) Contractor maintains a mechanics lien on all equipment installed until such time as final payment for all services and equipment provided for under agreement are paid in full.
9. Further Obligations of Subscriber
(A) Subscriber, at its own expense, shall supply appropriate uninterruptible A.C. electrical power, outlets for such power, located according to Contractor's requirements and telephone company interconnection jacks, if required.
(B) Subscriber shall not tamper with, alter adjust, add to, disturb, injure, move, remove or otherwise interfere with equipment installed by Contractor, nor shall Subscriber permit the same to be done by others. It is further agreed that, if any work is required to be performed by Contractor, by subscriber's breach of the foregoing obligations, Subscriber will pay Contractor for such work in accordance with Contractor's then current prevailing charges.
(C) For those premises where Contractor is to provide central station service, subscriber shall furnish Contractor a list of names, titles, residence addresses, phone numbers and signatures of all persons authorized to enter the premises of Subscriber during scheduled closed periods and shall be responsible for updating such lists. In cases of supervised service, Subscriber shall also furnish Contractor with an authorized daily and holiday opening and closing schedule.
(D) Subscriber shall carefully and properly set the alarm system each night or at such other times as Subscriber shall close its premises. Subscriber shall carefully and properly test the alarm system prior to each closed period and shall immediately report to Contractor any claimed inadequacy in or failure of the system. Subscriber shall perform a daily walk test of any motion detection equipment used on the premises.
(E) Subscriber shall permit Contractor reasonable access to the premises during normal business hours for any reason arising out of or in connection with the Contractor's rights or obligations under this agreement.
(F) Should any part of the system be damaged by fire, water, lightning, acts of God, or any cause beyond the control of Contractor, any repairs or replacement shall be paid for by Subscriber.
(G) Any claim by Subscriber of improper installation or a defect in the system should be made in writing to the Contractor within 30 days of installation completion.
(H) Subscriber represents and warrants that Subscriber is the owner of the premises or, if not, that the owner agrees and consents to the installation of the system on the premises. Subscriber shall indemnify and hold Contractor harmless from and against any losses or damages, including attorney fees, resulting from breach of such representation and warranty, or from Contractor's inability to recover system components where Subscriber moves out of the premises.
10. Further obligations of Contractor
(A) Contractor shall not be held responsible or liable for delay in installation of the system or interruption of service, due to strikes, lockouts, riots, floods, fires, lightning, acts of God or any cause beyond the control of Contractor, including interruptions in telephone service. Contractor will not be required to supply service to Subscriber while any such cause shall continue.
(B) Upon receipt of any alarm signal from Subscriber's premises, Contractor shall make every reasonable effort to transmit the alarm promptly to the headquarters of the police or the fire department having jurisdiction unless there is just cause to assume that any emergency condition does not exist.
(C) In case of possible telephone line trouble detected by Contractor, Contractor shall contact the telephone company or Subscriber and request that they determine the location of the trouble, if unknown to Contractor. When the trouble has been traced to a specific Subcontractor, Contractor will make a reasonable effort to notify Subscriber or his designated representative.
(A) Contractor may terminate this Agreement upon 30 days’ written notice with opportunity to owe:
(i) in the event Subscriber defaults in the performance of any of the terms and conditions of this Agreement, including the failure to make any payment as agreed herein, in which case the balance of the moneys due and for the unexpired term of this Agreement shall become immediately due and payable Or
(ii) in the event Contractor's central station, the telephone lines, wires or Contractor's equipment within Subscriber's premises are, by any cause beyond the control of Contractor, destroyed or so substantially damaged that it is commercially impracticable to continue service to Subscriber's premises Or
(iii) as provided in paragraph 12 relating to assignment.
(B) Subscriber may terminate the Agreement
(i) immediately upon written notice, in the event Subscriber's premises are, by any cause beyond the control of
Subscriber, destroyed or so substantially damaged that is commercially impracticable for Subscriber to continue any operations at such premises, or
(ii) as provided in Paragraph 3 relating to expiration and in Paragraph 7(B) relating to price increases, or
(iii) if subscriber terminates its lease with its landlord for the premises.
This Agreement may be assigned by the Subscriber or Contractor provided that the other party receives 30 days advance notice within which time the assignment may be accepted or the Agreement may be canceled.