Sales Terms and Conditions

Customer (hereinafter referred to as “Customer”) agrees to purchase the equipment and services identified by the sales proposal and to all of the terms and conditions of this agreement. Customer represents that the equipment and services are purchased for commercial or business purposes and not for personal, family or household purposes. Systec LTD of Wisconsin, Inc. (hereinafter referred to as “SYSTEC”) agrees to provide the services specified herein; sell, install, service and instruct Customer in the proper use of the electronic system provided by SYSTEC at the Customer’s premises identified in the proposal. All dealer programming of the electronic system(s) remains the property of SYSTEC.

Limited Warranty

In the event that any part of the installed electronic system becomes defective, SYSTEC agrees to make all repairs and replacement of parts without cost to the Customer for a period of 90 days from the date of installation by SYSTEC during normal business hours. SYSTEC reserves the right to substitute materials of equal quality at the time of replacement, or to use reconditioned parts in fulfillment of this warranty. SYSTEC’s warranty does not include: batteries, reprogramming, acts of God, accident, fire, flood, lightning, earthquake, explosion, riots, wars, strikes, unusual severe weather conditions, lack of adequate transportation, power failure, network failure, communication failure, wireless interference, hacking, quarantine restrictions, freight embargoes, orders or requests of governmental or judicial authority or any other cause beyond reasonable control of SYSTEC. SYSTEC’s warranty of products and services only covers equipment both sold and installed by SYSTEC. All warranties become null and void if there is an attempted or unauthorized repair, tampering, modification, or improper installation by anyone other than SYSTEC. SYSTEC SHALL NOT BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF USE, LOSS OF PROFITS OR BUSINESS INTERRUPTION. SYSTEC is not the manufacturer of the equipment and other than SYSTEC’s limited warranty the Customer agrees to look exclusively to the manufacturer of the equipment for repairs under its warranty coverage if any. Upon Customer request, if the equipment is still under the terms of the manufacturer’s warranty, SYSTEC will send the defective equipment to the manufacturer on the customer’s behalf. If the manufacturer deems the equipment is covered under warranty, SYSTEC will honor the warranty for the equipment only. If the manufacturer deems the repairs are not covered under warranty, the cost of the equipment is the responsibility of the customer. EXCEPT FOR THE LIMITED WARRANTY STATED ABOVE, SYSTEC MAKES NO WARRANTIES, EXPRESS OR IMPLIED, AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. SYSTEC does not represent nor warrant that the electronic system may not be compromised or circumvented, or that the system will prevent any loss by fire or otherwise; or that the system will in all cases provide the protection for which it is installed. Customer acknowledges that any affirmation of fact or promise made by SYSTEC shall not be deemed to create an express warranty unless included in this contract in writing, and that Customer is not relying on SYSTEC’s skill or judgment in selecting or furnishing a system suitable for any particular purpose, and that there are no warranties which extend beyond those on the face of this agreement. EXCLUSIVE REMEDY: CUSTOMER’S SOLE AND EXCLUSIVE REMEDY FOR ANY DEFECT IN EQUIPMENT OR WORKMANSHIP IS REPAIR OR REPLACEMENT OF THE DEFECTIVE EQUIPMENT, OR CORRECTION OF THE DEFECTIVE WORKMANSHIP, AT SYSTEC’S OPTION. If SYSTEC is unable to repair or replace the defective equipment or correct the defective workmanship within a reasonable time after notice, Customer’s remedy shall be a refund of the portion of the purchase price attributable to the defective equipment or workmanship. This exclusive remedy is subject to the limitation of liability in Section 10 and does not limit SYSTEC’s liability for its gross negligence or willful misconduct.

Terms & Conditions

1.PAYMENT: An interest rate of 1.5% per month shall be assessed to any balance not paid by the Customer within 30 days of the completion of the installation or service of the electronic system. In the event the Customer should default in any obligation hereunder, the Customer shall pay for all costs and expenses incurred by SYSTEC in connection with but not limited to the removal of equipment, the collection of the unpaid amount, and attorney fees and costs. SYSTEC shall in no way be obligated to repair, restore, or redecorate the premise in the event an electronic system is removed for nonpayment. SYSTEC may substitute any equipment with models of equal performance. Quote(s) are subject to change after 30 days. Unless otherwise stated in the proposal, Customer shall pay a deposit of fifty percent (50%) upon acceptance, and on projects exceeding thirty (30) days SYSTEC may invoice monthly for work performed and equipment delivered. If a manufacturer or distributor increases the price of any equipment by more than five percent (5%) between the proposal date and the date SYSTEC orders it, SYSTEC may increase the price by the amount of that increase upon written notice, and Customer may, within five (5) days of such notice, delete the affected equipment from the order without penalty.

2.DELAY IN INSTALLATION AND SERVICE: Neither Party will be liable for any failure or delay in performing an obligation under this Agreement that is due to any of the following causes (“Force Majeure”), to the extent beyond its reasonable control: acts of God, accident, riots, war, terrorist act, epidemic, pandemic, quarantine, civil commotion, breakdown of communication facilities, breakdown of web host, breakdown of internet service provider, natural catastrophes, government acts or omissions, changes in laws or regulations, national strikes, fire, explosion, generalized lack of availability of raw materials or energy, and manufacturer or supplier delays, product shortages or allocations. The estimated date work is to be substantially completed is not a definite completion date and time is not of the essence. SYSTEC shall not be liable for damages resulting from any delay in installation or service, including delay caused by SYSTEC’s negligence. For the avoidance of doubt, Force Majeure shall not include (a) financial distress nor the inability of either party to make a profit or avoid a financial loss, (b) changes in market prices or conditions, or (c) a party’s financial inability to perform its obligations hereunder.

3.TESTING OF SYSTEM: All parties hereto agree that the electronic system, upon delivery, is in the exclusive possession and control of the Customer. It is the Customer’s sole responsibility to test the operation of the electronic system as recommended by the manufacturer, or at a minimum monthly, and to notify SYSTEC immediately if any equipment is in need of service or repair. SYSTEC shall not be required to service the electronic system unless it has received notice from Customer, and upon such notice, and provided Customer is not in default of this agreement, SYSTEC shall, during the warranty period, service the electronic system to the best of its ability within 48 hours, exclusive of Saturday, Sunday and legal holidays, between the business hours of 8 a.m. and 4 p.m. Customer agrees to test and inspect the electronic system immediately upon completion of installation and to advise SYSTEC in writing or by email within three days after installation of any defect, error or omission in the electronic system, monitoring, or hosted service. In any lawsuit between the parties in which the condition or operation of the electronic system is in issue, the Customer shall be precluded from raising the issue that the electronic system was not operating unless the Customer can produce evidence that SYSTEC received a service request by Customer.

4.CUSTOMER’S RESPONSIBILITIES: Customer is solely responsible for any false alarm fines, alarm user permits and registration fees, and any other municipal assessments related to the electronic system and shall promptly on demand reimburse and indemnify SYSTEC for any such expenses. 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 Customer agrees to pay SYSTEC for such service or material. Customer or others shall not tamper with, disturb, injure, remove, relocate, or interfere with electronic system or allow anyone else to do so. Customer shall notify SYSTEC before any work is performed on or near the electronic system by others so that the system can be placed on test. Unless included in the proposal, installation permit and inspection fees imposed by the authority having jurisdiction will be billed to Customer at cost. Customer agrees to not use SYSTEC equipment and services for illegal, immoral, unethical purposes including violating personal privacy of others. SYSTEC shall not be held responsible and accepts no liability whatsoever in the event that its products or services are used for such by the Customer, or in the event that contracted work results in any breach of any act or statute of law. Customer accounts are protected by a password for privacy and security. Customer needs to take all appropriate actions possible to prevent unauthorized access to the Customer’s account and personal information including but not limited to limiting access to any phone, computer, tablet or browser used to access Customer account information and by signing off after you have finished accessing your security system and/or account information. SYSTEC is not and will not be held responsible for any actions taken by persons with valid account passwords or credentials. It is the Customer’s responsibility to change all customer passwords and other credentials, and notify SYSTEC immediately, if there is any suspicion or proof that such passwords or other credentials have been accessed, copied, or used by unauthorized parties.

5.PROTECTION OF PERSONAL INFORMATION: As a leader in security, SYSTEC understands the importance of securing your personal information. SYSTEC has taken appropriate security measures – including administrative, technical and physical measures – to maintain and protect your personal information against loss, theft, misuse, unauthorized access, disclosure, and destruction. We bind our employees to observe and protect your personal information. Despite many advances in information security technology and procedures, however no commercially deployed method of information transfer over the Internet, through third party application solutions or electronic data storage is known to be 100% secure. As a result, while we do strive to use commercially reasonable means to protect your Personal Information, we cannot guarantee the absolute security of that information during its transmission, its storage in our systems, or use in third party application solutions. For more information reference SYSTEC’s current privacy policy which is available at www.systecltd.com or upon request.

6.INDEMNITY/WAIVER OF SUBROGATION RIGHTS: SYSTEC agrees to perform its duties in a professional and competent manner and agrees to correct and/or repair any damage caused by SYSTEC. Customer agrees to and shall indemnify and hold harmless SYSTEC, its employees, agents and subcontractors, from and against all claims, lawsuits, including those brought by third parties or Customer, including reasonable attorneys’ fees and losses asserted against and alleged to be caused by SYSTEC’s performance, negligent performance, or failure to perform any obligation. Parties agree that there are no third party beneficiaries of this contract. Customer on its behalf and any insurance carrier waives any right of subrogation Customer’s insurance carrier may otherwise have against SYSTEC or SYSTEC’s subcontractors arising out of this agreement or the relation of the parties hereto. Customer shall not be permitted to assign this agreement without written consent of SYSTEC. SYSTEC shall have the right to assign this contract and shall be relieved of any obligations created herein upon such assignment.

7.SERVICE OF ELECTRONIC SYSTEM: Customer authorizes SYSTEC, its agents and assigns, to install the electronic equipment or system in the designated premise, and to service the system and to make any necessary inspections, tests, and repairs as required or requested, subject to the limitations of liability in this agreement. Customer acknowledges that as the installation or service company, SYSTEC may have access to; programming, data, monitoring or hosted services, including the remote operation of the electronic system. Customer agrees that SYSTEC is not liable or responsible for any equipment not sold or installed by SYSTEC. Each onsite service visit is subject to a truck charge of $110.00. Labor during normal business hours (Monday through Friday between 8 a.m. and 4 p.m.) is billed at $225.00 per hour. Labor is billed in 30-minute increments. After-hours or emergency labor is billed at one and one-half times (150%) the normal hourly rate. Rates do not include tax or travel to any location further than 25 miles from the closest SYSTEC office.

8.EXCULPATORY CLAUSE: SYSTEC and Customer agree that the electronic system, once delivered, becomes the personal property of the Customer. Customer agrees that SYSTEC is not an insurer and no insurance coverage is offered herein. The electronic system is designed to reduce certain risks of loss, though SYSTEC does not guarantee that no loss will occur. SYSTEC has offered additional and more sophisticated equipment and services for an additional charge which Customer has declined. SYSTEC is not assuming liability, and, therefore shall not be liable to Customer for any loss, personal injury or property damage sustained by Customer as a result of burglary, theft, hold-up, fire, equipment failure, smoke, or any other cause, whatsoever, regardless of whether or not such loss or damage was caused by or contributed to by SYSTEC’s negligent performance, failure to perform any obligation or strict products liability. Customer releases SYSTEC from any claims for contribution, indemnity or subrogation. This section does not release SYSTEC from liability for its gross negligence or willful misconduct, and any liability of SYSTEC that is not released by this section is limited as provided in Section 10.

9.WE ARE NOT AN INSURER: SYSTEC is not an insurer, and Customer shall obtain from an insurer any insurance Customer desires. The amount Customer pays SYSTEC is based upon the equipment and services SYSTEC provides and the limited liability SYSTEC assumes under this agreement, and is unrelated to the value of Customer’s property or the property of others located on Customer’s premises. In the event of any loss or injury to any person or property, Customer agrees to look exclusively to its insurer to recover damages. Customer waives, and shall cause its insurers to waive, all subrogation and other rights of recovery against SYSTEC that any insurer or other person may have as a result of paying any claim for loss or injury.

10.LIMITATION OF LIABILITY AND DAMAGES: Customer agrees that should there arise any liability on the part of SYSTEC as a result of SYSTEC’s negligence, failure to perform any of SYSTEC’s obligations, equipment failure or strict products liability, that SYSTEC’s liability shall be limited to the sum of $1,500.00. If Customer wishes to increase SYSTEC’s maximum amount of SYSTEC’s limitation of liability, Customer may, as a matter of right, at any time, by entering into a supplemental contract, obtain a higher limit by paying an annual payment consonant with SYSTEC’s increased liability. This shall not be construed as insurance coverage. This limitation does not apply to liability for SYSTEC’s gross negligence or willful misconduct. The parties agree that this amount is a reasonable pre-estimate of damages, that it is not a penalty, and that it reflects the price of the equipment and services and the allocation of risk between the parties. CUSTOMER ACKNOWLEDGES THAT IT HAS READ SECTIONS 8, 9 AND 10, HAD THE OPPORTUNITY TO NEGOTIATE THEM, TO REVIEW THEM WITH COUNSEL AND TO PURCHASE A HIGHER LIMIT OF LIABILITY, AND AGREES TO THEM.

11.SYSTEC’s RIGHT TO SUBCONTRACT SPECIAL SERVICES: Customer 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 Customer by reason of fire, theft, burglary or any other cause whatsoever caused by the negligence of third parties and Customer appoints SYSTEC to act as Customer’s agent with respect to such third parties, except that SYSTEC shall not obligate Customer to make any payments to such third parties. SYSTEC shall be permitted to assign this contract and upon such assignment shall have no further obligation hereunder. Customer 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.

12.ALTERATION OF PREMISES FOR INSTALLATION OR SERVICE: Customer authorizes SYSTEC to make any and all preparations SYSTEC deems necessary for the installation and service of the electronic system including but not limited to drilling holes, driving nails, and making attachments. SYSTEC shall not be responsible for any condition created thereby as a result of such installation, service, or removal of the equipment. Customer represents that the owner of the premises, if other than Customer, authorizes the installation or service of the system and equipment under the terms of this agreement.

13.CUSTOMER’S DUTY TO SUPPLY ELECTRIC, TELEPHONE, & INTERNET: Customer agrees to furnish, at Customer’s expense, all AC power, electrical outlets and receptacles, telephone hook-ups or high speed internet connections, telephone numbers or IP Address, as deemed necessary by SYSTEC for the proper installation and service of the electronic system. Customer acknowledges that using a Voice over Internet (VoIP) or digital telephone service can prevent telephone line seizure and prevent alarm signal transmission. Customer also acknowledges that interruptions in 3^rd party telephone, internet, or cellular communication services will prevent alarm signals transmission. Customer further acknowledges that carriers may retire copper telephone lines or cellular network technologies, which may require Customer to purchase replacement communication equipment.

14.MONITORING & HOSTED SERVICES NOT INCLUDED: Customer understands that this Agreement does not cover monitoring services for a Security or Fire System at any time. If Customer requires or desires monitoring or hosted services, such services will be the subject of a separate or additional agreement with additional compensation to SYSTEC. Any disputes related to SYSTEC’s contracted monitoring of a Security or Fire System will be governed by the separate monitoring agreements. Monitoring services, including any runaway, excessive-signal or other usage charges, are governed exclusively by SYSTEC’s Monitoring Terms and Conditions.

15.LEGAL ACTION: In the event SYSTEC institutes legal action to recover any amounts owed by Customer to SYSTEC hereunder, the parties agree that the amount to be recovered, and any judgment to be entered, shall include interest at the rate of 1 1/2% per month from the date payment is due. Should SYSTEC prevail in any litigation between the parties, Customer shall pay SYSTEC’s legal fees. The parties waive trial by jury in any action between them. In any action commenced by SYSTEC against Customer, Customer shall not be permitted to interpose any counterclaim. Any action by Customer against SYSTEC must be commenced within one year 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 Customer 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.

16.NON-SOLICITATION: Customer 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 Customer for a period of two years after SYSTEC has completed providing service to Customer. In the event of Customer’s violation of this provision, in addition to injunctive relief, SYSTEC shall recover from Customer 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.

17.SECURITY INTEREST/COLLATERAL: To secure Customer’s obligations under this agreement Customer grants SYSTEC a security interest in the electronic system installed by SYSTEC and SYSTEC is authorized to file a financing statement.

18.TERMINATION OF AGREEMENT: Upon termination of this agreement SYSTEC shall be permitted to remotely, or at the Customer’s premise, delete any dealer related programming, and SYSTEC will no longer be required to service the electronic system. SYSTEC may order the termination of any central station alarm monitoring, hosted or other services related to the electronic system, and Customer shall remain liable for all payments called for herein for the remaining balance of the agreement.

19.INSPECTIONS: When burglary/fire test and inspection services are performed, such inspection shall be completed on an inspection and testing form conforming to the edition of NFPA 72 adopted by the local Authority Having Jurisdiction, which shall be given to Customer, and, where applicable, SYSTEC may submit a copy thereof to the local Authority Having Jurisdiction. If recommendations are made by SYSTEC, they are only advisory in nature and are intended to assist Customer in reducing the risk of loss of life and property by indicating obvious deficiencies, defects or impairments noted on the system, system design and equipment tested and/or inspected. The Customer is responsible for the condition and operation of the system, equipment, and components. If upon inspection SYSTEC determines that repairs are recommended, then repair charges will be submitted for approval prior to any work. Should such repair work be declined, SYSTEC shall be relieved from any and all liability arising therefrom. Inspection and testing services do not include repairs. SYSTEC will report any deficiency that impairs a fire alarm system to Customer and, where required, to the Authority Having Jurisdiction and the central station, and Customer is responsible for implementing any fire watch or other measures the Authority Having Jurisdiction requires.

20.CHANGES AND CONCEALED CONDITIONS: The price is based on the scope described in the proposal and on normal, accessible construction. Work outside that scope, including work resulting from concealed or unforeseen conditions (such as inaccessible ceilings, masonry or plaster walls, or undisclosed deficiencies in existing equipment), changes requested by Customer, or requirements imposed by the Authority Having Jurisdiction after the proposal date, will be performed only upon Customer’s written or e-mail approval of a change order, at SYSTEC’s then-current rates. If SYSTEC encounters suspected asbestos, lead or other hazardous materials, SYSTEC may stop work in the affected area until Customer has the condition tested and, if necessary, abated at Customer’s expense, and the schedule and price will be adjusted accordingly.

21.TITLE AND RISK OF LOSS: Title to the equipment passes to Customer upon delivery to Customer’s premises, subject to SYSTEC’s security interest under Section 17 until the purchase price is paid in full. Risk of loss passes to Customer upon delivery. Software, firmware, and app-based or cloud services furnished with the equipment are licensed, not sold, and are subject to the manufacturer’s or provider’s license terms.

22.CANCELLATION: Customer may cancel this agreement by written notice before installation begins. Upon cancellation, Customer shall pay for all labor performed and for all equipment ordered or delivered. Special-order and non-returnable items may not be cancelled, and returnable stock items are subject to a restocking fee of twenty percent (20%). Any deposit will be applied to these amounts and the balance refunded.

23.FULL AGREEMENT/SEVERABILITY: This agreement constitutes the full understanding of the parties and may not be amended, modified or canceled except in writing signed by both parties, except that in the event SYSTEC issues a UL certificate to Customer, SYSTEC will comply with UL Solutions (formerly Underwriters Laboratories Inc.) or any local law requirements regarding items of protection provided for in this agreement. This contract shall be governed by the laws of the State of Wisconsin. Venue for any action arising under this agreement shall be in Milwaukee County, Wisconsin. Should any part of this Agreement be held invalid or unenforceable, that portion shall be construed consistent with applicable law and the remaining portions shall remain in full force and effect. Any provision held invalid shall be severable from the remaining portions of this section.

By signing this form, you acknowledge that you have read and agree to these service terms & conditions.