SECURITY SERVICES AGREEMENT
THIS AGREEMENT, made this Date by and between
Guard Tronic, Inc., P.O. Box 567, Fort Smith, AR 72902, (800) 542-7866,
(hereinafter referred to as “Company”), and
Name: Customer Name.
Street Address: Billing Address
City: City
State: State
Zip Code: Zip
Phone No.: Phone number
E-Mail: Customer Email
(hereinafter referred to as “Client”).
1. EQUIPMENT: Company agrees to provide the equipment listed in Schedule A.
The Equipment will be installed at the following location: Physical Address
The Equipment installation charge will be $ Installation Cost. (Excludes all applicable taxes.),
Equipment to be owned by Clients (attach Schedule D).
2. SERVICE CHARGES: Client also agrees to pay Company for the security services below.
The service charge of $ Monthly Fee plus tax, shall be paid in advance monthly, to Guard Tronic, Inc., at P.O. Box 567 , Fort Smith , AR 72902 , with the first payment due on the first day of the month following installation of the equipment with a like payment on the first day of each month thereafter.
3. LATE FEES: If Client fails to pay the entire monthly service charge by the 15th day of the month in which service charge is due, Client shall pay to Company a late fee of 5% of the unpaid balance of that service charge. The parties stipulate that such late fee represents a reasonable estimate of the additional administrative and other costs, which will be incurred by Company and shall be in addition to and not in lieu of any other remedies provided herein. Notwithstanding the foregoing, if the amount of the late fee shall be greater than permitted by applicable law, such late fee shall be reduced to an amount equal to the maximum lawful charge for a late fee. Nothing contained herein constitutes Company’s agreement to accept payments after they are due or to extend credit to Client. Client shall pay the late charge within twenty (20) days of receipt of the Company’s invoice that includes the late charge.
4. TERM OF THIS AGREEMENT: The primary term of this Agreement shall be for a period of Term year(s) from the first day of the month following installation of the equipment.
This Agreement shall automatically renew for an additional one year period at the end of such primary term or any renewal term thereafter, unless Company or Client gives written notice of their intent not to renew sixty (60) days before the end of the primary or any renewal term.
Company will honor the Soldiers and Sailors Civil Relief Act.
5. SERVICE CALLS: All calls for service or sales assistance should be made to the Company at (800) 542-7866.
6. ADDITIONAL TERMS: This Agreement, shall also includes the terms and conditions set forth on the attachments indicated as follows:
[x] Schedule A, [x] Schedule C, [x] Schedule D,
7. CLIENT SELECTED SERVICES: Client acknowledges that where burglar alarm, fire alarm, or access control equipment or CCTV is provided, the system is designed to detect entry only through those accesses or areas actually covered by the equipment listed on Schedule A of this Agreement; that such equipment performs only those functions; and the system is activated only under the circumstances explained to the Client. Further, Client acknowledges that: (a) Company has explained the full range of protection, equipment and services available to Client; (b) Client desires and has contracted for only the equipment and services itemized on this Agreement; and (c) additional protection over and above that provided herein is available and may be obtained from Company at an additional cost to the Client.
8. EXCLUSION OF LIABILITY: Client acknowledges that Company is not an insurer and that the payments to and charges by Company are based solely upon the value of the equipment and services to be furnished by the Company and are unrelated to the value of the property located on Client’s premises.
COMPANY SHALL NOT BE LIABLE (AND CLIENT EXPRESSLY WAIVES AND RELEASES COMPANY FROM ANY CLAIM) FOR ANY LOSS OR DAMAGE RESULTING OR ARISING, IN ANY WAY, FROM THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO: (1) AN ACT OR OMISSION ON THE PART OF THE COMPANY IN THE PERFORMANCE OF THE SERVICES FURNISHED UNDER THIS AGREEMENT; OR (2) A DEFECT, MALFUNCATION OR OTHER PROBLEM WITH THE EQUIPMENT FURNISHED UNDER THIS AGREEMENT. The foregoing exclusion of liability shall not only cover Company but also its shareholders, officers, directors, employees, subcontractors, agents, representatives and assigns. THE FOREGOING EXCLUSION OF LIABILITY SHALL APPLY REGARDLESS OF THE CAUSE OF THE LOSS OR DAMAGE, INCLUDING BUT NOT LIMITED TO FIRE, BURGLARY, THEFT, ROBBERY, VANDALISM, ASSUALT OR BATTERY (OR A FAILURE OR A DELAY IN THE DETECTION OR REPORTING OF ANY SUCH EVENT). THE EXCLUSION OF LIABILITY SHALL APPLY REGARDLESS OF WHETHER A CLAIM IS BASED ON NEGLIGENCE, BREACH OF CONTRACT, BREACH OF WARRANTY (EXPRESS OR IMPLIED), MALFEASANCE, MISFEASANCE, STRICT LIABILITY, PRODUCT LIABILITY, RECKLESSNESS, VIOLATION OF STATUTE, CODE, RULE OR REGULATION OR ANY OTHER LEGAL OR EQUITABLE THEORY. UNLESS PROHIBITED BY APPLICABLE STATE LAW, THE FOREGOING EXCLUSION OF LIABILITY SHALL NOT ONLY APPLY TO CLAIMS RESULTING FROM PROPERTY DAMAGE BUT ALSO TO CLAIMS RESULTING FROM PERSONAL INJURY, INCLUDING DEATH. In the event Client desires protection from any such loss or damage, Client agrees to purchase an insurance policy from a third party to cover the loss or damage. If for any reason the foregoing exclusion of liability (or any part thereof) is declared invalid or unenforceable by a court of competent jurisdiction and if Company should be found liable for loss or damage under any legal or equitable theory, then Company’s total liability shall not exceed a sum equal to the annual service charge payment contracted for herein or two hundred fifty dollars ($250.00), whichever is the lesser. In no event whatsoever shall Company be liable for punitive, exemplary, special, incidental or consequential damages, including but not limited to loss of profits, business or use. In no event whatsoever shall Company be liable to Client for any claim or demand brought against Client by a third party. THE COMPANY MAKES NO WARRANTIES WHATSOEVER, WHETHER EXPRESS OR IMPLIED, WITH REGARD TO THE EQUIPMENT FURNISHED HEREUNDER, INCLUDING BUT NOT LIMITED TO ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE. COMPANY FURNISHES THE EQUIPMENT ON AN “AS IS”, “WHERE IS” AND “WITH ALL FAULTS” BASIS. The Equipment furnished by Company shall be subject to the manufacturer’s warranty, if any, for any claims resulting from a defect in the Equipment. No person is authorized to give any warranties or assume any other liabilities on Company’s behalf unless made or assumed in writing by Company.
9. INCREASE IN SERVICE CHARGES: Subject to paragraph 10, Company shall have the right annually to increase the service charges as determined by Company. Additional charges for services shall be based upon Company’s service rates in effect at the time of the service and are subject to change without notice.
10. INCREASE IN TAXES OR OTHER FEES: Client acknowledges that all charges for services set forth herein are based upon existing federal, state and local taxes and utility charges, including telephone company line charges, if any. Company shall have the right, at any time, to increase the service charges provided herein to reflect any additional taxes, fees or charges which hereafter may be imposed on Company by any utility or governmental agency relating to the services provided under the terms of this Agreement and Client agrees to pay the same.
11. CLIENT’S RESPONSIBILITIES: The Client shall carefully and properly test and arm the system immediately prior to the securing of the premises. In addition the Client shall completely test each component of the system (i.e. door contacts, motion detectors, hold-up devices, cameras, recorders, fire alarms, etc.) at least weekly. If any defect in the system develops, or in this event of a power failure, interruption of telephone service, or other interruption at Client’s premise, Client shall notify Company immediately. When any device or protection is used, including, but not limited to space protection, which may be affected by turbulence of air, occupied airspace change or other disturbing conditions, Client shall turn off or remove all things, animate or inanimate, including, but not limited to all forced air heaters, air conditioners, horns, bells, animals and any other sources of air turbulence or movement, which may interfere with the effectiveness of they system during periods while the system is on. Client shall notify Company of any remodeling or other changes to the premises that may affect the operation of the system. Client shall cooperate with Company in the installation, operation and service of the system and shall follow all instructions and procedures which Company may prescribe for the operation of the system, the rendering of services and the provision of security for the premises.
12. AUTHORIZED PERSONNEL: Client agrees to furnish forthwith a list of all names, addresses and telephone numbers of all persons authorized to enter or remain on Client’s premises or that should be notified in the event of an alarm (“Contact Persons”). Client shall also furnish a written opening, closing and holiday schedule, if applicable to the services provided herein. Client agrees to immediately provide all changes, revisions and modifications to the above to Company in writing.
13. THIRD PARTY INDEMNIFICATION: For purposes of this paragraph a “third party” shall refer to an invitee, guest, customer, contractor, employee of the Client or any other person or entity who is present on the Client’s premises or has property on the Client’s premises. Client agrees to indemnify, defend and hold Company, its employees, representatives, and agents harmless from all costs, loss, damage or expense, including attorneys’ fees, arising from any claim for property damage or personal injury, including death, brought by or on behalf of any third party if the claim relates in any manner to the Company’s services and equipment. This indemnification shall apply to all claims, regardless of the cause (including but not limited to any act or omission of the Company or any defect or malfunction in the Company’s equipment) and regardless of the theory of liability (including but not limited to negligence, breach of contract, breach of warranty [express or implied], malfeasance, misfeasance, strict liability, product liability, recklessness, violation of statute, code, rule or regulation or any other legal or equitable theory). If anyone other than you asks us to pay for any harm or damages (including property damage, personal injury or death) connected with or resulting from (i) our breach of this agreement, (ii) a failure of the System or service, (iii) our negligence, (iv) any other improper or careless activity of ours in providing the System or services, or (v) a claim for indemnification or contribution, you will pay us (A) any amount which a court orders us to pay or which we reasonably agree to pay and (B) the amount of our reasonable attorney’s fees and any other losses or costs that we may pay in connection with the harm or damages. Your obligation to pay us for such harm or damages shall not apply if the harm or damages happens while one of our employees or subcontractors is in or about your premises, and such harm or damages is solely caused by that employee or subcontractor. Unless prohibited by your property insurance policy, you agree to release us from any claims of any parties suing through your authority or in your name, such as your insurance company, and you agree to defend us against any such claim. You will notify your insurance company of this release.
14. CLIENT’S PURCHASE ORDER: It is understood and agreed by and between the parties hereto that if there is any conflict between this Agreement and Client’s purchase order, this Agreement shall govern, regardless of whether such purchase order is prior or subsequent to this Agreement.
15. ASSIGNMENT BY CLIENT: Client acknowledges that the sale or transfer of Client’s premises shall not relieve Client of the duties and obligations under this Agreement unless Company agrees to the transfer of this Agreement.
16. ASSIGNESS OR SUBCONTRACTORS OF COMPANY: Company shall have the right to assign this Agreement in whole or in part to any other person, firm or corporation and shall have the further right to subcontract any surveillance, monitoring, service, patrol, emergency response, or other services which it may perform. Client acknowledges this Agreement, and particularly those paragraphs relating to exclusion of Company’s liability (paragraph 8) and third party indemnification (paragraph 13), shall inure to the benefit of and are applicable to any assignees or subcontractors of Company, and that they bind Client with respect to said assignees or subcontractors with the same force and effect as they bind Client to Company.
17. ADDITIONAL SERVICES: Client agrees that Client may subscribe for or purchase additional services, equipment or security protection from Company at agreed prices by written purchase order or contract and that any such additional services, equipment or protection shall, except for the price, be governed exclusively by this Agreement.
18. ALTERATIONS: The Client agrees that, unless authorized by Company, Client will not alter, remover or tamper with the equipment or attach any device or apparatus to the equipment or any part thereof. If any governmental agency having jurisdiction or Client shall require or make necessary any changes in the equipment originally installed, Client agrees, on demand, to pay for the reasonable cost of such changes.
19. DEFAULT/TERMINATION: In the event (i) Client fails to pay any amount due hereunder; (ii) Client fails to comply with any of the other terms and conditions hereof; (iii) Client makes an assignment for the benefit of creditors; (iv) an order for relief is entered against Client under any chapter of the National Bankruptcy Code, as amended; or (v) a receiver or trustee is appointed for all or substantially all of the assets of Client, Company may pursue any one or more of the following remedies, which are cumulative and nonexclusive, : (a) terminate all services subscribed for hereunder by giving five (5) days written notice to Client and recover all service charges then due to Company, including the balance of the service charges for the unfinished primary term of this Agreement or any renewal term thereof; (b) take possession of all Company owned equipment; (c) recover from Client all other amounts due hereunder; and (d) pursue any other remedy at law equity now or hereafter existing.
20. DELAYS: If Client is unable to have premises available for installation of equipment within ninety (90) days of the date that Company is ready to begin installation, Client shall pay any additional labor or equipment costs incurred by Company due to price increases occurring after the ninety (90) day period has expired. Such additional costs shall be limited to actual increases in prices and shall be payable upon demand. Company assumes no liability for delay in the installation of the System or for interruption of Services due to strikes, riots, floods, storms, earthquakes, fire, power failures, insurrection, interruption or unavailability of telephone or cable service, act of God, or for any other cause beyond the control of Company, and will not be required to provide installation for or services to Client while interruption of services due to any such cause may continue.
21. INSURANCE: Company carries Workers’ Compensation applicable to the work performed under this Agreement.
22. TELEPHONE SERVICES: Client shall furnish any necessary telephone service or telephone lines at Client’s own expense. Any and all telephone company charges shall be billed to and paid for by Client.
23. ELECTRICAL CURRENT: The Client shall furnish any necessary electrical service through the Client’s meter and at the Client’s sole expense.
24. PARAGRAPH HEADINGS: Paragraph headings used in this Agreement are for reference only and are not to be construed as governing the construction of the specific provisions in the Agreement.
25. PAYMENTS; DELINQUENCIES: Interest shall accrue on all amounts, including late fees, more than thirty (30) days past due at the maximum allowable rate. All payments shall be due and payable at Company’s office set forth on the front hereof. If any attorney is employed to collect any amount due Company, Client agrees to pay Company reasonable attorney’s fees and costs incurred when permitted by applicable law. If services are discontinued because of Client’s past due balance, and if Client desires to have the monitoring service reactivated, Client agrees to pay in advance to Company a reconnect charge to be fixed by Company at a reasonable amount.
26. ENTIRE AGREEMENT; MODIFICATION; WAIVER: This writing is intended by the parties as a final expression of their agreement and as a complete and exclusive statement of the terms thereof. This Agreement supersedes all prior representations, understandings or agreements of the parties, written or oral, and shall constitute the sole terms and conditions of sale for all equipment and services. This Agreement can be modified only in writing, signed by the parties or their duly authorized agent. No waiver or breach of any term or condition of this Agreement shall be construed to be a waiver of any succeeding breach.
27. Limitation on Lawsuit; Waiver of Jury Trial. To the extent permitted by law, both parties agree that no lawsuit or any other legal proceeding connected with this agreement shall be brought or filed more than one (1) year after the incident giving rise to the claim occurred. IN ADDITION, TO THE EXTENT PERMITTED BY LAW, ANY LEGAL PROCEEDING SHALL NOT BE HEARD BEFORE A JURY. EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL.
28. CLIENT ACKNOWLEDGMENT: Client further acknowledges that Client has read and understands all of this, particularly paragraph 8 regarding Company’s exclusion of liability, as well as those terms and conditions on any schedule attached hereto and acknowledges receipt of a copy of the Agreement and all applicable schedules.
SCHEDULE A
LIST OF EQUIPMENT TO BE INSTALLED / SERVICES TO BE PROVIDED
List of Equipment / Services
SCHEDULE D
SECURITY SERVICES WITH CLIENT-OWNED EQUIPMENT
1. AUTHORIZATION TO INSTALL AND REPAIR
1.1 Client warrants that Client has full authority from the owner or any other person in control of the premises to permit the service and repair of the system under all conditions set forth herein.
1.2 Company is hereby authorized to service and repair the system and to make any preparation such as drilling holes, driving nails, making attachments or doing other things necessary or pertinent to the service or repair of the system.
1.3 Company shall service or repair the system during normal business hours, or at such other times as may be mutually agreed upon between the parties.
1.4 Client takes full responsibility for any and all issues arising from previous installation of alarm equipment.
1.5 Client owns security equipment and none of the equipment being converted is a part of a lease with the original installation entity or any other security service provider. Client gives Company permission to convert monitoring service to Company’s central station.
2. CHANGES: Client authorizes Company to make any changes in or alterations to the equipment made necessary by the changes in the Client’s premises, property or equipment after the original installation has been completed and Client agrees to pay the reasonable cost thereof upon demand.
3. INSPECTION AND TESTING: FOLLOWING CONVERSION OF THE ACCOUNT, COMPANY SHALL HAVE NO OBLIGATION TO TEST OR INSPECT THE EQUIPMENT, UNLESS THE CLIENT EXECUTES A SEPARATE AGREEMENT FOR SAID SERVICES FOR AN ADDITIONAL FEE.
4. REPAIRS: It is mutually agreed that the work of repairs, inspections and tests of the systems shall usually be performed during normal business hours. Company shall make needed repairs to equipment within a reasonable time after Company receives notice that the repairs are necessary.
5. REPAIRS AND RATES
5.1 Company is the only party authorized to make repairs and adjustments as may be necessary for the proper operation and service of the system.
5.2 Company’s repair and service charges to Client shall include both parts and labor. Parts and labor shall be billed at the Company’s then prevailing rate schedule. If repairs are performed after regular business hours or on a weekend, such work shall be billed to Client at Company’s then prevailing overtime rate.
Customer Signature
Salesperson’s Signature
Salesperson’s email address
_____________________________________________
Manager
This Agreement shall not be binding upon Company unless approved in writing by an authorized Manager for Company.
In the event of non-approval, the sole Liability of Company shall be to refund to Client the amount that has been paid to Company by Client upon execution of this Agreement.
Alarm License # Arkansas E050
Oklahoma 0180
Texas Fire ACR-2907
Texas Burglary B14064
Contractor’s License #0153170410
Regulated by: Arkansas Board of Private Investigators and Private Security Agencies
#1 State Police Plaza Drive
Little Rock , AR 72209
(501) 618-8600