Monitoring Terms Conditions
Systec LTD of Wisconsin, Inc.
Systec Limited Monitoring Terms And Conditions
1. INSTALLATION AND SERVICE CHARGES: Subscriber agrees to pay SYSTEC the sum of all checked annual services from this proposal plus applicable taxes, to be billed annually in advance, for the use, monitoring and servicing of the communication equipment for the term of this agreement commencing on the first day of the month next succeeding the date hereof, and continuing monthly thereafter. All payments being due within 10 days from the billing due date. There is no financing charge or cost of credit (0% APR) associated with this Agreement.
2. TERM OF AGREEMENT: The term of this agreement shall be as indicated on the signed proposal and shall automatically renew year to year thereafter under the same terms and conditions, unless either party gives written notice to the other by certified mail, return receipt requested, of their intention not to renew the contract at least 60 days prior to the expiration of any term. SYSTEC reserves the right to cancel monitoring services if invoice is unpaid for more than 30 days. Systec shall give Subscriber 15 days written notice of cancelation.
3. CENTRAL STATION MONITORING: SYSTEC will connect the alarm system(s) to an independently owned and operated monitoring facility selected by SYSTEC (herein referred to as the “Central Station”). When a fire alarm signal from the alarm system is received, the Central Station will first try to telephone Subscriber’s premises, and if there is no answer then will try to telephone the first available person on Subscriber’s emergency call list, to verify whether or not an emergency condition requiring fire response exists. If there is no answer to both of these calls or the person contacted indicates that an emergency exists, the Central Station will attempt to notify the municipal fire department. The Central Station will also attempt to contact someone on Subscriber’s emergency call list to advise them that the fire department have been notified. When a fire alarm signal is received, the Central Station will attempt to notify the fire department or other emergency personal and the first available person on the emergency call list. The Central Station reserves the right to verify all alarm signals by using the two-way video or voice feature of the system, if one has been installed or otherwise before notifying emergency personnel. The Central Station may choose not to notify emergency personnel if it has reason to believe that an emergency condition does not exist. Subscriber acknowledges that Central Station is being paid for its monitoring service by SYSTEC and not the Subscriber. Subscriber acknowledges that signals which are transmitted over telephone lines, wire, air waves or other modes of communication pass through communication networks wholly beyond the control of SYSTEC and are not maintained by SYSTEC and, therefore, SYSTEC shall not be responsible for any failure which prevents transmission signals from reaching the Central Station or damages arising therefrom.
4. SUBSCRIBER RESPONSIBLITIES: Subscriber agrees to furnish SYSTEC with a written list of names and telephone numbers of those persons Subscriber wishes to receive notification of alarm signals. All changes and revisions shall be supplied to SYSTEC in writing and outlined on Systec Alarm Data Sheet form. Subscriber authorizes SYSTEC to access the control panel to input or delete data and programming. Subscriber may request SYSTEC to remotely activate or deactivate the system, change combinations, openings or closings, or re-program system functions. SYSTEC may, without prior notice, suspend or terminate its services in event of Subscriber’s default in performance of this agreement. Central Station is authorized by Subscriber to record and maintain data and communications, and shall be the exclusive owner of such property. Subscriber authorizes SYSTEC to act on Subscriber’s behalf when dealing with the Central Station. This will include permission to make any changes to the Subscriber’s account database at the Central Station, including information conveyed by the Subscriber to SYSTEC, and for SYSTEC to directly make any changes for the purpose of maintaining the Subscriber’s account.
5. NO WARRANTIES OR REPRESENTATIONS SUBSCRIBER’S EXCLUSIVE REMEDY: SYSTEC does not represent nor warrant that the equipment, monitoring or other services will prevent any loss, damage or injury to person or property, by reason of fire or other cause, or that the equipment or services will in all cases provide the protection for which they are intended or provided. Subscriber acknowledges that SYSTEC is not an insurer, and the Subscriber assumes all risk for loss or damage to Subscriber’s premises or its contents. SYSTEC has made no representations or warranties, and hereby disclaims any warranty of merchantability or fitness for any particular use. Subscriber’s exclusive remedy for SYSTEC’s default of its repair obligations hereunder is to require SYSTEC to repair or replace, at SYSTEC’s option, any equipment covered by this agreement which is nonoperational. There shall be no refund, offset or deduction in Central Station’s monitoring fees for suspended service provided suspended service does not exceed 10 days. Central Station will make pro rated refund to subscriber for any period in excess of 10 days.
6. LIMITATION OF LIABILITY: Subscriber understands and agrees that: (a) SYSTEC is not an insurer of Subscriber’s property or the personal safety of persons in or about Subscriber’s premises; (b) Subscriber will provide any insurance on Subscriber’s premises and its contents; (c) the amounts paid to SYSTEC by Subscriber are based only on the value of the equipment and services SYSTEC provides and not on the value of Subscriber’s premises or its contents; (d) SYSTEC’s equipment and services may not detect or prevent an emergency condition such as fire or smoke or water damage; (e) it is difficult to determine in advance the value of the property that might be lost, stolen, damaged or destroyed if the system or SYSTEC’s services fail to operate properly; (f) it is difficult to determine what portion, if any, of any property loss, personal injury or death would be proximately caused by SYSTEC’s: (i) breach of this agreement, (ii) failure to perform, (iii) negligence, or (iv) any failure of the system or services. Therefore, Subscriber agrees that even if a court or arbitrator decides that SYSTEC’s breach of this agreement, any failure of the system or services, or SYSTEC’s negligence (including gross negligence), caused or allowed any harm or damages (whether such harm or damages are actual, direct, incidental or consequential, including without limitation, property damage, business interruption, loss of profits, personal injury or death) to Subscriber or anyone in or about Subscriber’s premises (including employees and invitees), Subscriber agrees that SYSTEC’s liability shall be limited to $1500.00 and this shall be Subscriber’s only remedy regardless of what legal theory is used to determine that SYSTEC was liable for the harm, damages, injury or loss. SUBCRIBER MAY OBTAIN A HIGHER LIMITATION OF LIABILITY. Subscriber may obtain from SYSTEC a higher limitation of liability, by paying an additional fee to SYSTEC. If Subscriber elects this option, a rider will be attached to this agreement which will set forth the amount of the higher limitation of liability and the amount of the fee. Agreeing to the higher limitation of liability does not mean that SYSTEC is an insurer.
7. CARE OF EQUIPMENT: Subscriber agrees not to tamper with, remove or otherwise interfere with the communication equipment which shall remain in the same location as installed and Subscriber agrees to bear the cost of repairs or replacement made necessary as a result of any painting, alteration, remodeling or damage, including damage caused by unauthorized intrusion to the premises, lightning or electrical surge, except for ordinary wear and tear during the warranty period, in which event repair or replacement shall be made by SYSTEC without additional charge.
8. ALTERATION OF PREMISES FOR INSTALLATION: SYSTEC is authorized to make preparations such as drilling holes, driving nails, making attachments or doing any other thing necessary in SYSTEC’s sole discretion for the installation and service of the communication equipment, Including any software installed to customers computers and connection to customers computer network. SYSTEC shall not be responsible for any condition created thereby as a result of such installation, service, or removal of the communication equipment, and Subscriber represents that the owner of the premises, if other than Subscriber, authorizes the installation of the communication software under the terms of this agreement.
9. SUBSCRIBER’S DUTY TO SUPPLY ELECTRIC: Subscriber agrees to furnish, at Subscriber’s expense, 110 Volt AC power electrical outlets, receptacles or equivalent, as deemed necessary by SYSTEC in its sole discretion and to notify SYSTEC of any change in such service.
10. TESTING &SERVICE OF COMMUNICATION SOFTWARE: The parties hereto agree that the communication equipment, once installed and demonstrated, is in the exclusive possession and control of the Subscriber, and it is Subscriber’s sole responsibility to test the operation of the communication software and to notify SYSTEC if it is in need of repair. SYSTEC shall not be required to service the communication equipment if subscriber is in default and unless it has received notice from Subscriber, and upon such notice, SYSTEC shall service the communication equipment to the best of its ability within 48 hours, exclusive of Saturday, Sunday and legal holidays, during the business hours of 8 a.m. and 4 p.m. Any repair or other services provided by SYSTEC to Subscriber’s alarm or security equipment shall be at SYSTEC’s option on a per call request by Subscriber, and Subscriber shall pay for such labor and material at time such repair or other service is performed. All such repair or other service shall be governed by the terms of this agreement. In the event Subscriber complies with the terms of this agreement and SYSTEC fails to repair the communication equipment within 36 hours after notice is given, excluding Saturdays, Sundays, and legal holidays, Subscriber agrees to send notice that the communication equipment is in need of repair to SYSTEC, in writing, by certified or registered mail, return receipt requested and Subscriber shall not be responsible for payments due while the communication equipment remains inoperable. If SYSTEC fails to repair the communication equipment within 48 hours after receipt of said notice, Subscriber shall not be obligated to pay any amount for the communication fees from date said notice is given, until the communication equipment is restored to working order. In any lawsuit between the parties in which the condition or operation of the communication equipment is in issue, the Subscriber shall be precluded from raising the issue that the communication equipment was not operating unless Subscriber can produce a post office certified or registered receipt, signed by SYSTEC, evidencing that service was requested by Subscriber. Only communication software is covered by service. It shall be Subscriber’s sole responsibility to maintain the communication hardware in working order.
11. LEGAL ACTION: The parties agree that due to the nature of the services to be provided by SYSTEC, the payments to be made by the Subscriber for the term of this agreement pursuant to paragraph 3(b) form an integral part of SYSTEC’s anticipated profits; that in the event of Subscriber’s default it would be difficult if not impossible to fix SYSTEC’s actual damages. Therefore, in the event Subscriber defaults in the payment of any charges to be paid to SYSTEC, the balance of all payments for the entire term herein shall immediately become due and payable and Subscriber shall be liable for 80% thereof as liquidated damages and SYSTEC shall be permitted to terminate all its services under this agreement and remotely re-program or delete any programming without relieving Subscriber of any obligation herein. In the event of Subscriber’s breach of this agreement, SYSTEC may at its option either remove its equipment or deem same sold to Subscriber for 80% of the amount specified as the value of the equipment in addition to the liquidated damages provided for herein. Should SYSTEC prevail in any litigation between the parties Subscriber shall pay SYSTEC’s legal fees. The parties waive trial by jury in any action between them. In any action commenced by SYSTEC against Subscriber, Subscriber shall not be permitted to interpose any counterclaim. Any action by Subscriber against SYSTEC must be commenced within thirteen months of the accrual of the cause of action or shall be barred. All actions or proceedings against SYSTEC must be based on the provisions of this agreement. Any other action that Subscriber may have or bring against SYSTEC in respect to other services rendered in connection with this agreement shall be deemed to have merged in and be restricted to the terms and conditions of this agreement.
12. DELAY IN INSTALLATION & MONITORING: SYSTEC shall not be liable for any damage or loss sustained by Subscriber as a result of delay in installation of equipment, monitoring, equipment failure, or for interruption of service due to electric failure, strikes, walk-outs, war, acts of God, or other causes, including SYSTEC’s negligence in the performance of this agreement. The estimated date work is to be substantially completed is not a definite completion date and time is not of the essence. SYSTEC will attempt to activate the monitoring service within 24hrs of demonstration.
13. COMMUNICATION SOFTWARE IS PROVIDED AS PART OF THE SERVICE AND REMAINS PERSONAL PROPERTY OF SYSTEC: SYSTEC will instruct Subscriber in the proper use of the system, install, program and service in the premises of the Subscriber, communication software, which, shall remain the sole personal property of SYSTEC. If the communication equipment is part of the instrument panel then the chip or software programmed to transmit a signal shall remain SYSTEC’s property, and all reference in this agreement to communication software shall be deemed to read chip or software. The access passcode to the CPU software remains the property of SYSTEC. Provided Subscriber performs this agreement for the full term thereof, upon termination SYSTEC shall at its option provide to Subscriber the access passcode to the CPU software or change the passcode to the manufacturer’s default.
14. INDEMNITY/WAIVER OF SUBROGATION RIGHTS/ASSIGNMENTS: Subscriber agrees to and shall indemnify and hold harmless SYSTEC, its employees, agents and subcontractors the other party, from and against all claims, lawsuits, including those brought by third parties or Subscriber, including reasonable attorneys’ fees and losses, asserted against and alleged to be caused by SYSTEC’s performance, negligence or failure to perform any obligation under this agreement. Parties agree that there are no third party beneficiaries of this agreement. Subscriber on its behalf and any insurance carrier waives any right of subrogation Subscriber’s insurance carrier may otherwise have against SYSTEC or SYSTEC’s subcontractors arising out of this agreement or the relation of the parties hereto. Subscriber shall not be permitted to assign this agreement without written consent of SYSTEC. SYSTEC shall have the right and be permitted to assign this agreement and shall be relieved of any obligations herein upon such assignment.
15. FALSE ALARMS: SYSTEC shall have no liability for false alarms, false alarm fines, response, or the refusal of the fire department to respond. In the event of termination of fire response by the municipal fire department, this agreement shall nevertheless remain in full force and Subscriber shall remain liable for all payments provided for herein. Should SYSTEC be required by existing or hereinafter enacted law to perform any service or furnish any material not specifically covered by the terms of this agreement Subscriber agrees to pay SYSTEC for such service or material.
16. SYSTEC’S RIGHT TO SUBCONTRACT SERVICES: Subscriber agrees that SYSTEC is authorized and permitted to subcontract any services to be provided by SYSTEC to third parties who may be independent of SYSTEC, and that SYSTEC shall not be liable for any loss or damage sustained by Subscriber by reason of fire or any other cause whatsoever caused by the negligence of third parties, and Subscriber appoints SYSTEC to act as Subscriber’s agent with respect to such third parties, except that SYSTEC shall not obligate Subscriber to make any payments to such third parties. Subscriber acknowledges that this agreement, and particularly those paragraphs relating to SYSTEC’s disclaimer of warranties, exemption from liability, even for its negligence, limitation of liability and indemnification, inure to the benefit of and are applicable to any assignee, subcontractors and communication centers of SYSTEC.
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18. NON-SOLICITATION: Subscriber agrees that it will not solicit for employment for itself, or any other entity, or employ, in any capacity, any employee of SYSTEC assigned by SYSTEC to perform any service for or on behalf of Subscriber for a period of two years after SYSTEC has completed providing service to Subscriber. In the event of Subscriber’s violation of this provision, in addition to injunctive relief, SYSTEC shall recover from Subscriber an amount equal to such employee’s salary based upon the average three months preceding employee’s termination of employment with SYSTEC, times twelve, together with SYSTEC’s counsel and expert witness fees.
19. RENEWAL INCREASE: SYSTEC shall be permitted, from time to time to increase the monitoring charge by an amount not to exceed nine percent each year and Subscriber agrees to pay such increase. Such increases shall not be more frequent than twelve month intervals.
20. SECURITY INTEREST/COLLATERAL: To secure Subscriber’s obligations under this agreement Subscriber grants SYSTEC a security interest in the equipment installed by SYSTEC and SYSTEC is authorized to file a financing statement.
21. FULL AGREEMENT/SEVERABILITY/ CONFLICTING DOCUMENTS. This agreement constitutes the full understanding of the parties and may not be amended or modified or canceled except in writing signed by both parties, except that in the event SYSTEC issues a UL certificate to Subscriber, SYSTEC will comply with Underwriters Laboratory Inc. requirements regarding items of protection provided for in this agreement. THIS AGREEMENT MAY NOT BE CHANGED BY ANY ORAL STATEMENTS OR REPRESENTATIONS MADE BY OUR SALES REPRESENTATIVE. Should there arise any conflict between this agreement and Subscriber’s purchase order or other document, this agreement will govern, whether such purchase order or document is prior to or subsequent to this agreement. This contract shall be governed by the laws of the State of Wisconsin. Should any provision of this agreement be deemed void, all other provisions will remain in effect. Subscriber agrees that a copy of this agreement and the signatures affixed hereto transmitted and delivered by facsimile, or electronic mail shall be deemed to be originals for all purposes, and further agrees that SYSTEC may save and store all contracts and other documents executed by Subscriber in an electronic media and all such contracts and other documents shall be deemed to be, and may be used by SYSTEC as, originals and shall be given the same force and effect as the paper-form originals.
22. INFORMATION AND PRIVACY: Subscriber understands and agrees that in conjunction with employee training, quality control and the provision of services, SYSTEC may monitor and/or electronically record information related to monitored activity at Subscriber’s location, as well as conversations with Subscriber, Subscriber’s employees, emergency services providers, and law enforcement personnel. Further, Subscriber understands that privacy cannot be guaranteed on telephone, cable and computer systems, and SYSTEC shall not be liable to Subscriber for any claims, loss, damages or costs which may result from a lack of privacy experienced. Subscriber consents to SYSTEC (i) using information about Subscriber and Subscriber’s location (collectively, “information”) to administer services, offer Subscriber new products or services, enforce the terms of this agreement, prevent fraud and respond to regulatory and legal requirements, (ii) provide information to law enforcement personnel for the purpose of providing services hereunder or in response to a subpoena or other such legal process, and (iii) using and sharing aggregate customer information and statistics that do not include information that identifies Subscriber personally. Subscriber agrees that SYSTEC may contact Subscriber by telephone, facsimile, e-mail or other Internet facilities, with respect to the System and services provided under this agreement, and new offerings of systems or services SYSTEC may make available in the future.