TERMS AND CONDITIONS
THIS AGREEMENT IS SUBJECT TO BINDING ARBITRATION PURSUANT TO THE SOUTH CAROLINA UNIFORM ARBITRATION ACT, SECTION 15-48-10, ET.SEQ., OF THE CODE OF LAWS
OF SOUTH CAROLINA (1976), AS AMENDED
THIS AGREEMENT is made and entered into by and between Access Security Systems, LLC, d/b/a Charleston Security Systems (“Company”) and the individual and or entity as
stated on the Order Summary attached to this Agreement (“Customer”).
IN CONSIDERATION OF the mutual terms, covenants and promises hereinafter set forth, the parties hereto agree as follows:
1. Sale and Installation of Equipment. Company agrees to sell and install the Security System Equipment as set forth on the Order Summary (the “System”).
2. Installation. Company agrees to install the System in a good and workmanlike manner in compliance with all applicable laws, building codes, and any other applicable requirements promulgated by governmental authorities or the equipment manufacturers. Installation of the System shall be completed on a time schedule as agreed between the Customer and the Company. Customer acknowledges that Company shall not be held responsible for any delays in installation beyond the reasonable control of Company.
3. Price and Payment for Equipment and Installation. The price for the System and installation is the amount itemized on the Order Summary, plus applicable sales taxes. The price includes equipment, parts and installation. Payment shall be made as stated on the Order Summary.
4. Customer’s Duty to Supply to Provide Electric and Communication Service. Customer agrees to provide, at Customer’s expense, all electrical power, electrical outlets, receptacles, telephone connections, and Internet connections as deemed necessary by Company to properly install the System, such service and connections to be available to Company prior to commencement of the installation of the System.
5. Monitoring. Upon receipt of a signal from the System, Company or its designee monitoring office shall make every reasonable effort to notify Customer and the appropriate police or fire department. Customer acknowledges that signals transmitted from Customer’s premises directly to police or fire departments are not monitored by Company or its designee monitoring office and Company does not assume any responsibility to the manner in which such signals are monitored or the response, if any, to such signals. Customer acknowledges that signals which are transmitted over telephone lines, wire, airwaves, Internet, VOIP, or other modes that of communication passed through communication networks beyond the control of Company are not maintained by Company, and Company shall not be responsible for any condition which prevents signal transmission from reaching the office monitoring center or any resulting damages, or from data corruption, theft, or computer viruses or hacking. Customer agrees to provide Company with a written list of names and telephone numbers of those persons Customer wants to receive notification of alarm signals. All changes and revisions to such lists shall be provided in writing by Customer to Company. Customer authorizes Company to access the control panel to input or delete data and programming. If Customer requests Company to remotely activate or deactivate the System, change combinations, openings or closings, or reprogram System functions, Customer agrees to pay Company a reasonable charge for such service. Company may, without, prior notice, suspend or terminate its services and those of its designee monitoring office, in its sole discretion, in the event of Customer’s default in performance of this Agreement or in the event the monitoring office facility or communication network is non-operational or Customer’s alarm System is sending excessive false alarms. Company is authorized to record and maintain audio and video transmissions, data and communications, and shall be the exclusive owner of such property.
6. Remote Access. If the schedule of equipment to be installed or the services to be provided by Company include remote access by Customer, the equipment will transmit data via Customer’s high speed Internet, cellular or radio communication service which must be compatible with Company’s designee’s remote services. Customer will be given access to Company’s designee’s remote access server to monitor the security system, access the system to arm, disarm and bypass zones on the System, view the remote video camera(s) and control other remote automation devices that may be installed. The remote access server is provided either by Company or its designee. Company agrees to install the camera(s) in locations selected by Customer. Company shall have no liability to Customer for the location
of the cameras, failure of data transmission, data corruption or unauthorized access. Company does not monitor or view the signals transmitted by cameras. Company does not provide Internet service, maintain Internet connections, wireless access or communication pathways, computer, smart phone, or electric current connections. Company is not responsible for Customer’s access to the Internet or any interruption of service or down time of remote access caused by loss of Internet service, radio or cellular or any other mode of communication used by Customer to access the system. Customer acknowledges that Customer’s System can be compromised if the access codes or devices used for access are lost or obtained by others and Company shall have no liability for such third party unauthorized access. Company
is not responsible for the security or privacy of Customer’s wireless network or Internet connections. Wireless systems can be accessed by others, and it is the Customer’s responsibility to provide and maintain secure access to the System.
7. Price and Payment for System Monitoring. Customer agrees to pay to Company the amount stated on the Order Summary for System monitoring, plus applicable sales taxes, payable in advance on or before the first day of each month, quarter or year, as indicated, for the monitoring and, if selected by Customer, maintaining the System for the entire term of this Agreement.
8. Term of Agreement; Renewal Increase. If System monitoring is selected by Customer, then the term of this Agreement shall be for a period of five (5) years, beginning on the monitoring commencement date. This Agreement shall automatically renew for successive five (5) year terms without further action by the parties unless either party terminates this Agreement by giving written notice to the other party no less than ninety (90) days prior to the expiration of a term. Contractor may terminate this Agreement or immediately suspend service if Customer breaches this Agreement. Company may increase the monitoring charge from time to time by an amount not to exceed five (5.00%) percent per year.
9. Care and Maintenance of the System. Customer agrees not to tamper with, remove or otherwise interfere with the System which shall remain in the same location as installed. Unless covered by the limited warranty contained in Section 12, Customer agrees to bear the cost of all repairs to or replacement of the System, including but not limited to damage caused by unauthorized intrusion to the premises, theft, casualty loss, lightning or electrical surge, or ordinary wear and tear. However, if Customer purchases Company’s maintenance service, Company agrees to be responsible for all repairs to or replacement of the System except for damage caused by Customer neglect or misuse, theft, vandalism, casualty loss, lightning or electrical surge. After installation, the System is in the exclusive possession and control of Customer and it is Customer’s sole responsibility to test the operation of the System and to notify Company if the System is in need of repair. Company will not service the System unless it receives notice from Customer, and upon such notice, Company agrees to use its best efforts to provide service within 36 hours from receipt of the Notice, exclusive of Saturday, Sunday and legal holidays, during business hours of 9 a.m. to 5:00 p.m. Any repairs, replacements or other services provided by Company to Customer’s System that are Customer’s responsibility shall be paid by Customer at the time such service is performed. All such repairs, replacements or other service shall be governed by the terms of this Agreement.
10. False Alarm Fines or Permit Fees. Customer is responsible for all alarm permits and permit fees and agrees to file for and maintain any permits required applicable law and indemnify or reimburse Company for any fines related to permits or false alarms. Company shall no liability for permit fees, false alarms, or false alarm fines, police or fire response, any damage to personal or real property or personal injury caused by police or fire department response to an alarm, whether a false alarm or otherwise, for the refusal of the police or fire department to respond. In the event of termination of police or fire response by the applicable jurisdictions, this Agreement shall nevertheless remain in full force and Customer shall remain liable for all payments provided for herein. If Company is required by existing or hereinafter enacted laws to perform any service or furnish any material not specifically covered by the terms of this Agreement, Customer agrees to pay Company for such service or material.
11. Company’s Right to Subcontract Services or Assign Agreement. Customer agrees that Company is authorized and permitted to subcontract to third parties who may be independent of Company, any services to be performed by Company hereunder and Company shall not be liable for any loss or damage sustained by Company by reason of fire, theft, burglary or any other cause whatsoever as a result of the negligence of third parties and that Customer appoints Company to act as Customer’s agent with respect to such third parties except that Company shall not obligate Customer to make any payments to such third parties. Company shall be permitted to assign this Agreement and upon such assignment Company shall have no further obligation hereunder. Customer acknowledges that this Agreement, and
particularly those sections relating to Company’s disclaimer of warranties, exemption from liability, even for its negligence, limitation of liability and indemnification, inures to the benefit of and are applicable to Company and any assignee, subcontractor and central monitoring office of Company.
12. Limited Warranty. For a period of one year from completion of the installation of the System, Company warrants any parts provided by Company in connection with the installation of the System, which parts are not covered by a separate manufacturer’s warranty, will be of the kind and quality described herein and will be free of defects in workmanship or materials and any installation to be provided by Company under this Agreement will be performed in a good and workmanlike manner. Should any failure to conform to this warranty appear within this one year period, upon notification from Customer, Company will correct such defects by suitable repair or replacement at Company’s option, with no charge to Customer. This warranty will not apply where the System, parts or installation had been tampered with, altered, abused or misused. In additional, this warranty will not apply if Customer fails to maintain the System in accordance with the manufacturer’s operating instructions or, if none, other operating instructions provided by Company, or if Customer permits installation servicing, repairs or replacements of parts by unauthorized person. Any claim by Customer of improper installation, servicing or defect must be given in writing to Company within 30 days from Customer’s discovery of such defect, or such claims will deemed waived by Customer. Company makes no warranty with respect to the System or any of its components that are covered by separate manufacturers’ warranties. EXCEPT AS SET FORTH HEREIN, COMPANY MAKES NO WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO THE GOODS OR SERVICES PROVIDED HEREUNDER AND DISCLAIMS ANY IMPLIED WARRANTIES OF FITNESS OR MERCHANT ABILITY OF THE SYSTEM. COMPANY MAKES NO REPRESENTATION OR WARRANTY THAT THE SYSTEM AND SERVICES PROVIDED HEREUNDER WILL NOT BE COMPROMISED OR MALFUNCTION OR THAT THE AND SERVICES WILL IN ALL CASES PROVIDE THE PROTECTION FOR WHICH THEY ARE INTENDED.
13. Limitation of Liability. In no event will Company be liable for any incidental or consequential loss or damages whether based on contract, negligence, strict liability and tort, otherwise resulting from the use or failure of the System, or deficiencies in the installation thereof. If Company is unable to repair or replace non-conforming parts or correct any non-conforming installation after Company is afforded ample opportunity to do so, Company’s liability will nonetheless be limited to an amount not to exceed the price paid to Company for the non-conforming parts or installation services. Customer agrees not to tamper with, alter, adjust, add to, disturb, injury, remove, or otherwise interfere with the System. Customer agrees that the System and each part thereof will remain in the same location as installed by us and
any removal of disturbance thereof requiring any work by way of repair, relocation, or otherwise, will be performed by Company and paid for by Customer in accordance with Company’s standard charges. Customer understands and agrees that Company is not an insurer and that insurance if any, coving personal property and property loss or damage on Customer’s premises, will be obtained by Customer.
Customer understands and agrees that the amounts payable to Company hereunder are based upon the value of the System and services provided and the scope of liability herein set forth and are unrelated to the value of Customer’s premises or property or the property of others located at Customer’s premises. CUSTOMER’S EXCLUSIVE REMEDY AT LAW OR IN EQUITY WITH RESPECT TO ANY AND ALL LOSSES OR DAMAGES RESULTING FROM THE SALE OR INSTALLATION OF THE SYSTEM, INCLUDING COMPANY’S NEGLIGENCE OR THE NEGLIGENCE OF COMPANY’S EMPLOYEES, AGENTS OR SUBCONTRACTORS, WILL BE REPAIR OR REPLACEMENT AS SPECIFIED ABOVE. Regarding any monitoring services rendered hereunder, Customer agrees that should there arise any liability on the part of Company as a result of Company’s negligent performance to any degree, failure to perform any of Company’s obligations hereunder, equipment failure or strict
liability, that Company’s liability shall be limited to the sum of six times the monthly monitoring payment at the time liability is fixed, or the sum of $750.00, whichever is greater. If Customer desires greater protection, Company will amend this Agreement to allow Customer to pay an additional amount necessary to purchase an insurance policy for such greater protection. No such agreement will be effective unless signed by Company, Customer and the insurance carrier who will be insuring the additional liability. In the event any person not a party to this Agreement makes any claim or files any law suits against Company, its employees, agents or subcontractors for failure of the System or services in any respect, whether such claims or law suits are based upon defects in the System or upon acts or omissions
of Company or its subcontractors in the services provided or receiving or responding alarm signals, Customer agrees to indemnify, defend and hold Company and its subcontractors harmless from any and all such claims and lawsuits. This Agreement to indemnify Company and its subcontractors against claims will not apply to losses, damages, expenses, or liability resulting from injury or property damage which are solely and directly caused by acts of Company or its subcontractors.
14. Termination by Customer. Subject to Customer’s rights of non-renewal set forth in Section 8, Customer may terminate the monitoring service at any time upon payment of liquidated damages to Company in a sum equal to 75% of the remaining contract term monitoring fees. Customer and Company acknowledge and agree that Company’s actual damages for such termination would be difficult or impossible to ascertain and that the amounts stipulated in this Section as liquidated damages are fair and reasonable estimates of the probable damages that Company would incur because of early termination by Customer. Liquidated damages due hereunder shall be in addition to any charges or fees already incurred by Customer.
15. Force Majeure. Company will not be in breach or default of any provision of this Agreement by reason of its delay or failure to meet any of its obligations hereunder due to any event, circumstance, or cause beyond its control such as, but not limited to, acts of God, strikes, lock-outs, general governmental orders or restrictions, war, threat of war, hostilities, revolution, riots, epidemics, fire, earthquake, power, communications, or Internet failures, severe weather, or flood. The performance of this Agreement shall then be suspended for as long as any such event shall prevent Company from performing its obligations under this Agreement.
16. Binding Arbitration. This Agreement is governed by and shall be construed and enforced in accordance with the laws of the State of South Carolina without regard to its conflict of law rules. Any dispute or controversy arising under or in connection with this Agreement shall be submitted to binding arbitration in accordance with the requirements of the South Carolina Uniform Arbitration Act as then in effect (the “Act”). All arbitration proceedings shall be conducted in Charleston County, South Carolina. The arbitrators shall be selected as provided in the Act, and the arbitrators shall render a decision on any dispute within ninety (90) days after the last of the arbitrators has been selected. If any party to this Agreement fails to select an arbitrator with regard to any dispute submitted to arbitration under this
Section within thirty (30) days after receiving notice of the submission to arbitration of such dispute, then the other party or parties shall select an arbitrator for such non-selecting party, and the decision of the arbitrators shall be final and binding upon all the parties to the dispute, their personal representatives, legal representatives, heirs, successors and assigns. The prevailing party in any such proceeding shall be entitled to reimbursement by the losing party, in addition to any damages awarded, for all reasonable costs and expenses, including attorney’s fees, incurred in any such proceeding, including all trial and appellate levels. Nothing contained in this Section shall preclude either party from seeking injunctive relief through a court of competent jurisdiction in connection with the Arbitration, and the prevailing
party shall also be entitled to reimbursement by the losing party for all reasonable fees and costs, including attorney’s fees, incurred in the proceedings seeking injunctive relief.
17. Section Headings. The headings of Sections or paragraphs used in this Agreement have been inserted for convenience only and are not to be used in determining, construing to limiting the contents contained therein.
18. Entire Agreement, Severability, Waivers. This Agreement contains the entire agreement and understanding of the parties. No agreements or understandings are binding on the parties unless set forth in writing and signed by the parties. Any provision of this Agreement which for any reason is determined to be invalid or unenforceable shall not invalidate the remaining provisions of this Agreement.
Charleston Security Systems is a division of Access Security Systems, LLC, a South Carolina limited liability Company.