SALES AND INSTALLATION CONTRACT
Castaway Security Solutions LLC
280 Fentress Blvd, Suite 2, Daytona Beach, FL 32114
Terms Updated: Thursday March 28th, 2024
1 – Contracts, Schedule A and B
Schedule A – Terms herein.
Schedule B – Statement of Work.
[See “Scope of Work” or “Work Description” incorporated in Client proposal]
CASTAWAY SECURITY SOLUTIONS (hereinafter referred to as “CSS”) agrees to sell, install, and/or program, at Client’s premises, and Client agrees to purchase those products and services from CSS that are listed on the mutually-agreed to proposal attached hereto as Schedule A under their terms and conditions, (the “Agreement”).
The Agreement consists of these terms and conditions as well as all attached Schedule which may include a proposal, additional special provisions, statements of work, specifications, drawings, addenda, and change orders. Services not expressly covered under this Agreement will not be performed by CSS. The general project description of the services to be performed by CSS is provided in the attached Statement of Work attached hereto as Schedule B.
2 – Payment Terms; Invoices, Progress Payments, Taxes, Security Interest, Insurance and Liens.
Invoices. All invoices will be sent to the Client via email listed above and are due upon Client’s receipt. All balances past due will be subject to an annual finance charge of the lesser of eighteen (18%) percent or the highest rate permitted by law, and CSS may elect to suspend further deliveries under such invoices are paid in full. CSS accepts various payment methods, i.e., wire transfer, ACH, bank transfers, and in some unique cases, credit card; however, fees may apply. Invoices that remain unpaid for forty-five (45) days or more, may result in legal action up to and including contract termination, formal demands for payment, mechanical lien(s), or other available collection methods. Moreover, CSS may suspend any and all credit terms ultimately resulting in all future projects requiring to be paid up front before CSS initiates services.
Progress Payments. If the total amount of Goods and services contracted for exceeds seventy-five thousand dollars ($75,000), then CSS may require CSS to conduct a credit check of the Client’s financial health. The Client agrees to any and all terms, conditions, and provisions required to conduct a credit check. Moreover, in the event that the total contract value exceeds seventy-five thousand dollars ($75,000), CSS may, in CSS’s sole and exclusive discretion, also require the Client to make progress payments throughout the period of contract performance according to a pre-approved payment schedule. In the event progress payments are required, CSS will order the products or equipment only after CSS receives the Client’s first installment payment. Further details of the installment payment schedule are provided in Schedule A, Proposal. CSS will order the products or equipment only after CSS receives the Client’s first installment payment. The second progress payment will be due approximately two (2) weeks from the start of your project or four hundred (400) hours of labor, whichever comes first. The third and final payment will be due upon the completion and acceptance of the project. The progress payment timings are subject to change and may be impacted by equipment lead times or other factors outside of our control.
Taxes. All prices are exclusive of all sales, use, excise, VAT, GST, withholding and other taxes, duties, or charges that are not based on the net income of CSS. Unless valid evidence of tax exempt status is provided by Client, Client will be liable and will indemnify CSS for all such taxes related to all invoices and orders.
Security Interest. As security for the full and prompt payment of all amounts and obligations owed by Client to CSS hereunder, Client grants to CSS a security interest in all equipment supplied by CSS to Client hereunder and all proceeds thereof (collectively “Collateral”). Such security interest is and shall continue to be a first-priority security interest in the Collateral whether by virtue of the priority accorded purchase-money security interest under the applicable Uniform Commercial Code (the “UCC”) or otherwise. Client shall take all actions CSS deems necessary or desirable to perfect such security interest and maintain its first priority. Client irrevocably authorizes CSS to file financing statements and amendments thereto in such places as CSS deems necessary or desirable (without Client’s signature where permitted by applicable law). Upon request of CSS, Client will execute and deliver to CSS a separate security agreement under which Client grants to CSS a security interest in the Collateral, and any such separate security agreement shall control over any conflicting terms of this Agreement. If the equipment will be inventory in Client’s hands, Client agrees that CSS may notify others claiming security interests in Client’s inventory of CSS purchase-money security interest prior to supplying any equipment to Client. If Client fails to pay or perform when due any amount or obligation owing to CSS hereunder or if Client becomes insolvent, is the subject of any bankruptcy or insolvency proceeding, then CSS may declare all amounts and obligations of Client owing to CSS hereunder immediately due and payable and CSS shall have the rights and remedies of a secured party under the UCC.
Insurance. If the order involves deferred payments and CSS requires the same to protect its security interest, Client shall furnish CSS evidence of Client’s insurance of equipment against fire and extended coverage perils in an amount equal to the full value of the equipment, with loss first payable to CSS as its interest may appear. Client agrees to maintain such insurance until full payment shall have been made to CSS.
Liens. Where necessary and as a last resort, CSS may invoke the right to file a lien in relation to any unpaid work or delivered Goods. CSS agrees to provide waivers and releases of liens and all subcontractors and suppliers of work and materials under this Agreement and any other evidence in a form satisfactory to Client demonstrating that all labor, materials, bills, invoices, payroll taxes of any kind and any other indebtedness incurred by CSS as a result of the work or services performed have been paid in full prior to or in exchange for payment to CSS. CSS shall not be entitled to receive progress payments as provided above until CSS has provided the Client with a conditional lien waiver and release in the form prescribed by applicable state law from CSS and CSS’s subcontractors, sub-subcontractors, and material suppliers, if any, CSS or any subcontractor engaged by CSS to perform the work or furnish material who is not paid may have a claim against the Client which may be enforced against the property in accordance with applicable lien laws.
3 – Client Responsibilities.
Duty to Inspect. The Parties agree that: (a) Client has independently determined that the Goods and services ordered under this Agreement meet its requirements; (b) Client will use the Goods according to the manufacturer’s instructions in the proper environment; (c) Client will back up information stored or processed by Goods on computer-readable media that Client can easily restore if the information is lost or damaged from any cause; (d) Client is responsible for any results produced by the Goods and services; and (e) Client will comply with all applicable government export control laws and regulations.
Installation, Maintenance and Services. Client will (a) provide timely decisions and approvals to CSS, upon which CSS will be entitled to rely, (b) make available to CSS at no charge, all personnel, information, facilities, services, security, etc. reasonably required by CSS for the performance of the services hereunder, and (c) prepare the installation site as necessary for the installation of such equipment or Software, including without limit the installation of complete electrical systems for all equipment such as AC mains, distribution panels and wiring, disconnect boxes, overcurrent protectors, surge eliminators, uninterruptible power supplies, and automatic voltage regulators. Project installation will commence when all necessary equipment is delivered to the site. Prior to commencing the installation, building construction and modifications should be substantially complete with finished walls and floors, interior and exterior windows and doors, adequate lighting, functioning heating/cooling, completed electrical service, and telephone communications. The site shall be free of construction dust and paint overspray and unencumbered by tradesmen or their materials. Client certifies that the building is an asbestos-free environment, and is free of other safety and health hazards to CSS personnel.
Other Contractors. CSS is not responsible for work done by contractors or others not engaged by CSS. CSS will not be responsible for any installation materials not supplied by CSS, or other similar items that may be required to complete the installation. All CSS contractors or subcontractors are subject to compliance with the confidentiality provisions of the Agreement. Any supplies or equipment necessary to complete the installation that are not on the acknowledged Proposal or an approved change order shall be Client’s responsibility. CSS does not assume liability for proper operation of equipment it supplies from other vendors, beyond the standard warranties and terms offered by such third-party vendors. CSS does not guarantee that systems supplied by CSS will function correctly if third-party equipment is substituted for that specified in the acknowledged Proposal, or if Client makes engineering change orders affecting the operation of the systems.
Non-Supplied Equipment. Unless otherwise specified in this Agreement, CSS is not responsible for installation and inspection of any equipment or systems not supplied by CSS or any additions after the price for services has been set in the proposal. Additional labor requirements beyond the scope of work statement set forth in the proposal will require prior approval from CSS, and such changes may result in additional charges.
4 – Intellectual Property.
CSS is the sole and exclusive owner of and holds all right, title and interest to all drawings, designs, architectural renderings, specifications or system design documentation, (the “Intellectual Property”). CSS’s Intellectual Property for Client’s own internal use in connection with the services provided herein.
5 – Changes.
Change Orders. The Client may order changes, additions, or modifications without invalidating the contract. Such changes must be in writing and signed by the client. CSS shall provide the owner in writing the amount of additional costs or cost reductions resulting from any changes. Change Orders shall be paid in full upon acceptance of the change order and shall not alter the contract’s payment schedule, if applicable.
Replacement Products. CSS reserves the right, in its own discretion, to replace any product identified in Schedule A, Proposal including without limitation any equipment items in the case of obsolescence, discontinuation, back orders, or unavailability with a comparable model of equal or greater value subject to the prior written approval of the Client. CSS will not be held responsible or liable in any way for any said product’s obsolescence, discontinuation, backorder, or unavailability. CSS may, if possible and prior to delivery of the products, review Client’s requests for changes. Acceptance of any changes requested by Client shall be at CSS’s reasonable discretion, and any changes may result in additional charges to Client.
Delay by Client. Client agrees to take delivery of the products and equipment (the “Goods”) when they are delivered on the Premises. In the event that the Client delays delivery of the Goods, Client agrees to pay all costs associated with such delay, including without limit any storage expenses, and payments are to be made by Client as though shipment had been made or services performed as scheduled. Title and risk of loss for equipment placed in storage shall pass to Client upon placement of the equipment into storage and the warranty will start on that date. If Client delays delivery of the Goods for a period of more than ninety (90) calendar days beyond the Schedule Delivery Date, then CSS may cancel the Order by written notice to Client. Upon any termination pursuant to this provision, CSS will be entitled, as a minimum, to all costs actually incurred up to the time of termination, plus a fair and reasonable pro rata profit on such cost. A termination notice containing these charges will be prepared and an invoice for termination changes will be submitted to Client, which amounts will be due and payable upon receipt.
6 – Delivery, Freight and Insurance.
Freight Charges. Unless otherwise agreed in writing by the Parties, all prices and terms are F.O.B place of shipment and are exclusive of freight charges. Client will pay for all shipping charges, duties, and fees to Client’s destination and such charges will be added to the CSS invoices or paid directly by Client. The method of shipment normally will be determined by Client’s Order, but if no carrier or method of shipment is specified CSS will select a carrier as a convenience to Client.
Transportation Insurance. As a service to Client on prepaid shipments from CSS’s facilities, CSS will carry transportation insurance on the equipment and software while it is in transit within the continental United States. It is the Client’s responsibility to inspect the received Goods in accordance with the carrier’s inspection requirements and report in writing within forty-eight (48) hours to the carrier and to CSS any shortages, or damage. Failure to report shortages or damages promptly will negate this insurance and risk of loss or damage will be Client’s responsibility. CSS recommends that Client also arrange Client’s own transit insurance for maximum protection against loss or damage.
Title and Risk of Loss. Title to and risk of loss for equipment and Software media sold under this Agreement shall pass to Client at the F.O.B place of shipment, subject to Client’s rights with respect to any transit insurance purchased by CSS as provided above.
7 – Licenses.
Intellectual Property Rights. Any licensed programs provided in connection with the Goods and all trademarks, trade secrets, patents, copyrights, other intellectual property rights and other confidential or proprietary information contained therein are and will remain the sole and exclusive property of CSS or its licensors. Neither party may use the other party’s or its licensors names or trademarks without prior written approval. Any rights granted hereunder take the form of a license. Client shall label each copy of the Licensed CSS Materials and licensed programs with the copyright, trademark, and proprietary notices, in the same form, which appear on the Licensed CSS Materials and licensed programs delivered to Client by CSS. Client shall not remove, alter, or destroy any existing copyright, trademark, and propriety notices which appear on any Licensed CSS Materials and licensed programs. All copies of the Licensed CSS Materials and licensed programs, when not in use, shall be destroyed or maintained in a secure place within Client’s business premises under access and use restrictions compatible with Section 6.c. Client shall be deemed to own only the magnetic or other physical media in which the licensed programs (original and all copies) are recorded.
Term of Licenses. The term of the licenses to the Licensed CSS Material and licensed programs shall be coterminous with Client’s ownership of the equipment, subject to early termination by CSS upon notice to Client in the event of a material breach of the terms of this Agreement. The term of the license to any Licensed Third Party Programs may be different. Upon any such termination, Client shall immediately discontinue use of the Licensed CSS Materials and licensed programs, shall comply with the terms of the license applicable to the Licensed Third Party Programs, and in the case of any termination (other than a permitted transfer to a subsequent owner), promptly shall return to CSS all copies of the Licensed CSS Materials (if any) an licensed programs. In the event of non-payment by Client, CSS reserves the right to deactivate or remove the Software.
Confidentiality of Licensed CSS Material and licensed programs. Client shall keep the Licensed CSS Material and licensed programs confidential by affording access to such only to those Client’s employees, agents, or consultants having a need to know and shall require such individuals agree in writing to the obligations contained herein. In addition, Client shall employ reasonable measures to prevent any unauthorized use, copying, publishing, reproduction, or disclosure of the Licensed CSS materials and licensed programs and shall not treat such with lesser care than Client’s own confidential information. Client shall not make copies of the Licensed CSS Materials without the prior written permission of CSS.
Distribution. CSS may incorporate and distribute Goods licensed under several third-party licenses that require the distribution of some sections of course code, object code or the like.
Violation of Licenses. Client agrees that a violation of the license terms would cause irreparable injury to CSS or the third party licensor, and that CSS or the third party licensor, as a third-party beneficiary, shall be entitled, in addition to any other rights and remedies in may have, at law or in equity, to an injunction enjoining and restraining Client from doing or continuing to do any such act and any other violation or threatened violations of the licenses granted herein.
8 – Term and Termination.
Term. Unless otherwise indicated in the SOW (Statement of Work), the term of this Agreement ends ninety (90) days after all the services and products have been delivered and installed. The Initial Term shall automatically renew for one (1) year renewal terms unless terminated by either party at least ninety (90) days prior to the end of the then-current term.
Termination for Cause. Either party may terminate this Agreement if the other party commits a material breach of this Agreement and fails to cure such breach within thirty (30) days after notice thereof within thirty (30) days after written notice detailing the breach; provided, when feasible, the parties shall collaborate in good faith to resolve any such breach prior to providing any such termination notice. Either party may also terminate this Agreement immediately by providing notice to the other in the event that the other party files a petition in bankruptcy; a petition in bankruptcy is filed against such party; an assignment for the benefit of such party’s creditors or composition is undertaken by such party; an interim order for winding up such party is applied for or made; a receiver or administrator is appointed over any of the assets or operations of such party; or if such party admits or evidences an inability to pay its debts as they come due.
Effect of Termination. Upon the termination of this Agreement: (a) the Client shall pay costs of Goods and services rendered up to the date of termination. The termination of this Agreement shall not prevent either party from pursuing a cause of action that accrued before the date of termination.
9 – Services Acceptance.
Unless otherwise set forth in an applicable Statement of Work, the following acceptance test process and procedure shall apply to services. Upon the completion of applicable tasks under a Statement of Work that are prerequisites for acceptance testing or upon CSS otherwise informing Client that any service is ready for acceptance testing the applicable services shall be evaluated for a period of fifteen (15) days to ensure that the item conforms in all material respects with the applicable documentation and Statement of Work.
The services shall be deemed accepted upon the earlier of:
(a) the end of such fifteen (15) day period, or any subsequent Re-testing Period (defined below), unless Client has notified CSS of any bona fide material nonconformance during such period;
(b) first use of CSS services; or
(c) ninety (90) days following the Effective Data of this Agreement.
If during such testing, the services do not conform in all materials respects with the applicable Documentation or Statement of Work, Client shall notify CSS of such nonconformance in writing specifying the claimed nonconformance and, if requested by CSS, reproduce or demonstrate the nonconformance. Upon receipt of such notice of a nonconformance, CSS shall have fifteen (15) days to correct the nonconformance (“Correction Period”). Client shall then have an additional fifteen (15) day period to re-test the services (“Re-testing Period”).
In the event Client notifies CSS of a material nonconformance during the Re-testing Period, additional Correction Periods and Re-testing Periods will be provided until the services are accepted. Acceptance will not be delayed for any minor nonconformance. Following acceptance, CSS will use reasonable efforts to correct any minor nonconformance that appeared during acceptance testing.
10 – Warranties.
Standard Equipment Warranties. Unless otherwise provided by CSS in writing, CSS will pass through the warranties available to the Client from the third-party manufacturer. Unless the manufacturer provides a pass through warranty available to the Client, all Goods provided as sold or licensed to Client “AS IS”. Client agrees to look solely to the warranties and remedies, if any, provided by the manufacturer.
Standard Services Warranty. CSS warrants that the services will be performed in a professional manner consistent with prevailing standards in the information technology industry (like “Services Warranty”) for a period of ninety (90) days after completion of all services. Notice of a breach of the services Warranty must (a) specify in reasonable detail, the nature of the claim, and (b) be received within ninety (90) calendar days from the last day of performance of the services. Upon notice of a breach of the services Warranty and CSS determination of the validity of such breach of the services Warranty, CSS will perform the applicable services at CSS’s expense. If after reasonable opportunity CSS is unable to perform such services to the reasonable satisfaction of Client, Client may, as its exclusive remedy, obtain a refund of the fees paid to CSS under the applicable Order for such services. Client is NOT authorized to begin any self-diagnostic work either remotely or in-person on any equipment installed by or serviced by CSS without written approval from CSS, approval may additionally be granted via CSS support channels remotely or over the telephone in order to expedite the resolution of the issue(s).
11 – Warranty Disclaimer: Limitations of Liability.
EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, CSS HEREBY EXPRESSLY DISCLAIMS ALL REPRESENTATIONS, CONDITIONS AND WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING BY WAY OF EXAMPLE AND NOT LIMITATION, THE IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR A PARTICULAR PURPOSE.
NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, IN NO EVENT WILL CSS BE LIABLE FOR ANY SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING LOSS OF PROFITS, WHETHER ARISING IN CONTRACT, TORT, WARRANTY OR OTHERWISE, EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE LIMITATIONS SET FORTH HERE WILL APPLY EVEN IF THE REMEDIES OF ERROR CORRECTION, REPERFORMANCE OF SERVICES AND REFUND OF PAYMENTS COMPLETELY FAIL OF THEIR ESSENTIAL PURPOSE.
NOTWITHSTANDING ANYTHING HEREIN TO THE CONTRARY, THE LIMIT OF CSS’S LIABILITY (WHETHER IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, BY STATUTE OR OTHERWISE) TO CLIENT OR TO ANY THIRD PARTY CONCERNING THE GOODS, EQUIPMENT OR SOFTWARE LICENSES SOLD TO CLIENT UNDER THIS ORDER, CSS’S PERFORMANCE OR NON-PERFORMANCE, OR IN ANY MANNER RELATED TO THIS AGREEMENT, FOR ANY AND ALL CLAIMS WILL NOT IN THE AGGREGATE EXCEED THE ACTUAL SALES PRICE PAID BY CLIENT DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE DATE OF THE APPLICABLE CLAIM FOR THE SPECIFIC EQUIPMENT, SOFTWARE OR SERVICES PURCHASED UNDER THIS AGREEMENT THAT ARE THE SUBJECT OF THE CLAIM. THIS LIMITATION OF LIABILITY DOES NOT APPLY TO CLAIMS COVERED BY SECTION.
12 – Indemnification.
Each party will indemnify and hold harmless the other party, its employees and agents, from and against any claims, demands, loss, damage or expense relating to bodily injury or death of any person or damage to real and/or tangible personal property to the extent proximately caused by the negligence or willful misconduct of it, its personnel or agents in its performance hereunder.
To receive the foregoing indemnities, the party seeking indemnification must notify the other in writing of a claim or suit promptly and provide it with reasonable cooperation (at the indemnifying party’s expense) and full authority to defend or settle the claim or suit. Neither party will have any obligation to indemnify the other for any settlement made without its written consent.
13 – General Provisions.
Applicable Law, Venue and Jurisdiction. This Agreement, and any disputes related hereto, shall be governed by and interpreted in accordance with the laws of the State of Florida regardless of any laws principles requiring the application of any other law. The Parties agree that the exclusive venue for any action related to the dispute or interpretation of this Agreement shall be in the courts with the appropriate jurisdiction located in Brevard County, Florida and each party irrevocably submits to the jurisdiction of each such court in any such action and waives any objection it may now or hereafter have to venue or personal jurisdiction in each such court.
Jury Waiver. The parties further agree, to the extent permitted by law, to waive all rights to a trial by jury of any action relating to the dispute or interpretation of this agreement, whether sounding in contract, tort, or otherwise. The parties specifically acknowledge that this waiver is made knowingly and voluntarily after an adequate opportunity to negotiate its terms.
Force Majeure and Excusable Delay. CSS will be excused from performance under this Agreement and not liable to Client for delay in performance attributable in whole or in part to any cause beyond its reasonable control, including but not, actions or inactions of government whether in its sovereign, or contractual capacity, judicial action, ware, civil disturbance, insurrection, sabotage, act of public enemy or terrorism, labor difficulties, failure or delay in delivery by CSS’s suppliers or subcontractors, transportation difficulties, shortage of energy, materials, labor or equipment, accident, fire, flood, storm or other acts of nature, Client’s fault or negligence or where compliance with any applicable environmental law or regulation by CSS is not reasonably technologically or economically feasible, or would otherwise require CSS to change its manufacturing process. In the event of an excusable delay, CSS will make reasonable efforts to notify Client of the nature and extent of such delay and (i) CSS will be entitled to schedule an extension on at least a day-by-day basis, and (ii) if the delay is caused by Client’s fault or negligence, CSS will be entitled to an equitable adjustment in price under this Agreement.
Export and Re-Export Restrictions. Client acknowledges that the equipment, licensed programs and services sold or licensed to it by CSS under this Agreement may be subject to export controls under the laws of the United States. Client will not export or re-export the equipment or licensed programs, technology, or products manufactured from the technology that are the subject of this Agreement in violation of the export control laws of the United States. Client shall defend, indemnify and hold CSS harmless from and against any loss, damage, or liability arising out of Client’s failure to comply with this Section.
Default. If Client defaults in any of Client’s obligations hereunder, including, but not limiting to failure to pay all sums when due, Client will be liable for all costs to CSS resulting from CSS’s attempt to enforce its rights under hereunder, including but not limited to collection agency fees, court costs, etc.
Assignment. Client shall not assign any of its rights under this Agreement, voluntarily or involuntarily, whether by merger, consolidation, dissolution, operation of law or any other manner. Any purported assignment of rights in violation of this section is null and void.
Enforceability. If any provision of this Agreement is held invalid, illegal or unenforceable, the validity, legality or enforceability of the remaining provisions will, to the extent of such invalidity, illegality, or unenforceability, be severed, but without in any way affection the remainder of such provision or any other provision contained herein, all of which shall continue in full force and effect.
No Waiver. Waiver or failure by CSS to enforce any of the terms or conditions hereunder or the delay in exercise of any of its remedies or any terms or condition herein, will not be in future waiver of any such right, or be a waiver of any other term, condition or remedy contained herein.
Notices. All notices must be in writing and will be effective when received by (a) personal delivery, (b) registered, certified, or nationally recognized overnight mail, proof of receipt requested, and (c) facsimile, if confirmed within three (3) business days by one of the other methods herein, at the addresses or facsimile numbers indicated or to such other addresses or facsimile numbers as the Parties may specify by giving notice pursuant hereto. A copy of all notices must be sent to 280 Fentress Blvd, Suite 2, Daytona Beach, FL 32114.
Assumption of Risk. Each party hereto acknowledges (a) the risks of its undertakings hereunder, (b) the uncertainty of the benefits and obligations hereunder, and (c) its assumption of such risks and uncertainty. Each party has conducted its own due diligence and requested and reviewed any contracts, business plans, financial documents and other written material as in such party’s opinion shall be the basis of that party’s decision to enter into this Agreement.
Publicity. CSS may, without the prior written consent of Client, use in advertisement and/or any other media, any information relating to any Order or this Agreement. Client reserves the right to review and approve the finished product, advertising copy or printer matter that may be used in such advertisements and/or other media.
Reliance or Counsel and Other Advisors. Each party has consulted such legal, financial, technical or other experts it deems necessary or desirable before entering into this Agreement. Each party represents and warrants that it has read, knows, understands and agrees with the terms of this Agreement, and this Agreement shall not be construed against either party as the drafter.
Compliance with Applicable Laws. Client warrants that Client shall comply with any and all applicable US federal and state laws, and shall operate in good faith to comply with other laws and regulations and industry best practices, applicable to such party’s performance hereunder, and shall promptly act to correct any noncompliance once identified.
Clauses Incorporated by Reference. The following Federal Acquisition Regulations/Defense Federal Acquisition Supplement (“FAR/DFARS”) clauses are incorporated herein by reference, to the extent these clauses are applicable, with the same force and effect as if they are included in full text: 55.219-8 Utilization of Small Business Concerns, 55.222-26 Equal Opportunity, 52.222-35 Equal Opportunity for Special Disabled Veterans and Veterans of the Vietnam Era and other eligible Veterans, 52.222-36 Affirmative Action for Workers with Disabilities, 52.222-39 Notification of Employees Rights Concerning Payment of Union Dues or Fees, 52.247-64 Preference for Privately owned U.S Flag Commercial Vessels, 252.225-7014 Preference for Domestic Specialty Metals, Alternate I, 252.247-7023 Transportation of supplies by Sea, and 252.247-7024 Notification of Transportation of Supplies by Sea.
Survival. Any terms of the Agreement that by their nature extend after the end of the Agreement will remain in effect until fulfilled. The rights or duties relating to protection of Confidential Information, security interests, or compliance with export regulations will survive termination or cancellation of this Agreement.
Authority. Each party separately represents and warrants to the other party that it has full corporate power and authority to enter into this Agreement and that the execution and delivery of this Agreement and the carrying out of the transactions contemplated by it have been duly and validly authorized by all necessary corporate action and do not violate any provision of its charter, certificate of incorporation or by laws or any agreement to which such party is bound.
Attorney’s Fees. In the event it becomes necessary for either party to hereto to file suit to enforce this Agreement or any provision contained herein, the party prevailing in such suit shall be entitled to recover, in addition to all other remedies or damages, as provided herein, reasonable attorneys’ fees incurred in such suit.
Use of Subcontractors. CSS is authorized and permitted to subcontract any services to be provided by independent contractors or subcontractors. CSS shall not be liable for any loss or damage sustained by the Client by reason of fire, theft, burglary or any other cause whatsoever caused by the negligence of third parties including any independent contractor or subcontractor.
Assumptions and Specifications. The costs associated with any related work or materials, including but not limited to, 110V electrical, drywall repair or painting, ground trenching and concrete work are not included unless specifically documented in the proposal. For new construction projects, EMT conduit is to be provided by the general contractor or his or her subcontractor.
CSS Monitored Systems. In cases where CSS is providing a notification monitoring service, which will be specifically listed in both the scope of work and the proposal line items. Client agrees to furnish CSS with a written call list of names and telephone numbers of those persons the client wishes to receive notification of alarm signals. Unless otherwise provided in the call list CSS will make a responsible effort to contact the first person reached or notified on the list either via telephone call, text or email message. No more than one call to list shall be required and any form of notification provided for herein including leaving a message on an answering machine shall be deemed reasonable compliance with CSS’s notification obligation.If the monitored equipment contains video or listening devices, permitting CSS to monitor video or sound upon the receipt of an alarm signal CSS shall monitor video or sound for as long as CSS deems appropriate to confirm alarm or emergency condition. CSS is not liable for any false alarms or run-away signals or any associated fees levied by local authorities.
CSS does not store video or audio data at any of its locations and may be deemed inaccessible after certain periods of time depending on system type. All client data shall be maintained confidentially by CSS and accessed by only authorized employees using industry best practices.
Internet Service Provider Requirements. It is imperative that a reliable and stable internet service provider be contracted at the installation site. Client acknowledges that signals and transmissions are transmitted over telephone lines, wire, airwaves, internet, VOIP, radio or cellular, or other modes of communication and passed through communication networks wholly beyond the control of CSS and are not maintained by CSS. CSS shall not be responsible for any failure that prevents any transmission signals from reaching any monitoring center or CSS’s own facilities.
Service Calls and or Repair Service. Service includes all parts and labor, and CSS shall service upon the Client’s request the system installed in the Client’s premises between the hours of 8:30 am and 5:00 pm Monday through Friday, within reasonable time after receiving notice from the Client that service is required, exclusive of Saturdays, Sundays, and legal holidays. All repairs, replacement or alteration of the system made by reason of alteration to the Client’s premises, or caused by unauthorized intrusion, water, insects, vermin, lightning or electrical surge, or caused by any means other than normal usage, wear and tear, shall be made at the cost of the Client.
Batteries, electrical surges, lightning damage, software upgrades and repairs, communication devices no longer supported by communication pathways, obsolete components and components exceeding manufacturer’s useful life are not included in service and will be repaired or replaced at the Client’s expense payable at the time of service. No apparatus or device shall be attached to or connected with the system as originally installed without CSS’s written consent.
System Commissioning and Testing. The parties hereto agree that the equipment, once installed, is in the exclusive possession and control of the Client’s, and it is the Client’s sole responsibility to test the operation of the equipment and to notify CSS if any equipment is in need of repair. CSS shall not be required to service the equipment until it has received notice from the Client, and upon such notice, CSS shall, during the warranty or repair service plan period, service the equipment to the best of its ability within forty-eight (48) hours, exclusive of Saturday, Sunday and legal holidays, during the business hours of 8:30 am and 5:00 pm.
The Client agrees to test and inspect the equipment and to advise CSS of any defect, error or omission in the equipment. In the event the Client complies with the terms of this agreement and CSS fails to make an attempt to repair the equipment within forty-eight (48) hours after notice is given, excluding Saturdays, Sundays and legal holidays, the Client agrees to send notice that the equipment is in need of repair to CSS, in writing by submitting a support ticket to support@cts-one.co . This is the only way to submit a valid support ticket.
Alteration of Premises for Installation. CSS is authorized to make preparations such as drilling holes, driving nails, making attachments or doing any other thing necessary in CSS’s sole discretion for the installation and service of the system, and CSS shall not be responsible for any condition created thereby as a result of such installation, service, or removal of the system, and the Client represents that the owner of the premises, if other than the Client, authorizes the installation of the system under the terms of this agreement.
Client’s Duty to Supply Electric and Communication Service. The Client agrees to furnish at the Client expense, all 110 Volt AV power, electrical outlet, ARC Type circuit breaker and dedicated receptacle, Internet connection, high-speed broadband cable or DSL and DHCP IP Addresses as deemed necessary by CSS.
False Alarms/Permit Fees/Witness Fees. The Client is responsible for all alarm permits and fees, agrees to file for and maintain any permits required by applicable law and indemnify or reimburse CSS for any fees or fines relating to permits or false alarms. CSS shall have no liability for permit fees, false alarms, false alarm fines, the manner in which police or fire department responds, or the refusal of the police or fire department to respond. In the event of termination of police or fire department response this agreement shall nevertheless remain in full force and the Client shall remain liable for all payments provided for herein.
In the event the Client or any third party subpoenas or summons CSS requiring any services or appearances, the Client agrees to pay CSS one hundred fifty dollars ($150) per hour for such services and appearances.
Mold, Obstacles and Hazardous Conditions. The Client shall notify CSS in writing of any undisclosed, concealed, hidden or potential conditions in any area where installation is planned, and the Client shall be responsible for removal of such conditions. In the event CSS discovers the presence of suspected asbestos or other hazardous material, CSS shall stop all work immediately and notify the Client.
It shall be the Client’s sole obligation to remove such conditions from the premises, whether those conditions were pre-determined or created by any action of CSS, and if the work is delayed due to the discovery of suspected asbestos or other hazardous material or conditions then an extension of time to perform the work shall be allowed and the Client agrees to compensate CSS for any additional expenses caused by the delay until work can resume.
If CSS, in its sole discretion, determines that continuing the work poses a risk to CSS or its employees or agents, CSS may elect to terminate this agreement on three (3) day notice to the Client and the Client shall compensate CSS for all services rendered and material provided to date of termination.
CSS shall be entitled to remove all its equipment and uninstalled equipment and material from the job site.
Under no circumstances shall CSS be liable to the Client for any damage whether directly or indirectly caused by mold or hazardous conditions or remediation thereof.
Cloud Based Services and Cyber Security Provisions. During the preparation, installation, and if requested, service agreed period, CSS will where requested have full-admin privileges to the Client’s system. By execution of this agreement it is heard and understood that this access shall remain in place for the term of this agreement unless otherwise canceled. Any usernames, passwords, or other credentials will be shared with authorized CSS employees or subcontractors as required in order to deliver the scope of work in this proposal.
At any time, the Client may request the removal of any CSS employees or subcontractors from their system without recourse. It is generally understood and accepted that the Client may wish to retain authorized CSS employees on their system for future tech support.
Any cloud-based service or service provided by this contract are considered the Client’s property once paid in full and CSS is not liable for any breach, deletion, adjustment, amendment, or reconfiguration of any part of any said cloud services after final payment has been made. We will endeavor to use accepted industry best practices in installing, maintaining, and configuring your system as detailed in the scope of work. Cyber security is of the utmost importance and all parties should diligently do their best to keep said system secure.
Self-Monitoring Alerts and Notifications. Most cloud based systems along with on-premise systems, allow for certain events to trigger notifications which can be linked to third party emergency services. The Client is responsible for ensuring that any system is appropriately registered or permitted and may result in fines or other service charges from local municipalities, counties or cities and are the responsibility of the client. CSS will assist in setting up these notifications or alerts but is not responsible for their continued accuracy or operation. Please refer to the manufacturer’s recommendations and or their tech support.
Terms Updated Thursday March 28th 2024
Florida Electrical License #ES12001861
Georiga Unrestricted License #LVU406994