Terms and Conditions
- SCOPE OF Company (Acanthus Technology) agrees to assist Client with professional services, goods, and advice as set forth in one or more applicable statements of work, quotes, or service tickets (each, a “Statement of Work”) that may be executed from time-to-time under this Agreement (collectively, the “Services”). Additional Monitoring services offered and accepted by Client are to be supplied by Provider (PROVIDER). To be effective, each Statement of Work (if any) shall reference this Agreement and, when executed by both parties, shall automatically be deemed a part of, and governed by the terms of, this Agreement. Each Statement of Work is enforceable according to the terms and conditions contained therein, and in the event of a direct conflict between the language of this Agreement and any Statement of Work, the language of the Statement of Work shall control, but only with respect to that particular Statement of Work. All services provided are based on Company’s regular business hours. If the client requires Company to work other than during these indicated times, hourly incremental overtime rates may apply, unless previously agreed to in writing in advance by Client and Company. Client must provide documentation of tax-exempt status if Client is not subject to sales tax on products purchased from Company. In regard to Managed Services, Company warrants and represents that Services shall be available to Client on a consistent and reliable basis, except during Scheduled Downtime or as the result of a Force Majeure, or due to client-side downtime.
- EXCLUSIONS FROM SCOPE OF Company is not responsible for any specialized work not included in the scope of Company’s agreement. Such work must be performed by a third-party with the needed expertise, the Client is responsible for hiring said party. This also applies to any trade work (ie: electrical, construction) required to successfully complete the installation work required under this Agreement. Any and all necessary trade work is to be completed by the Client or by another contractor at the Client’s expense. Company is not liable or responsible for any damage or faulty installations by other contractors supplied hired by Client.
a.) If Monthly Services / monthly Managed Services Provided (“MSP”) are included or selected in this Statement of Work, payment must be billed automatically to client’s credit card or bank account on a recurring monthly basis, unless other arrangements have been explicitly made. All recurring monthly credit card transactions will be subject to a small convenience fee. Should client not make the necessary monthly payments, these services are subject to suspension and Client may be charged a reinstatement fee. Company will assume no responsibility and shall not be held liable for any issues arising from the interruption of these services. In addition, should a full disruption take place after 60 days, a $200 reinstatement fee will be applied to restore the MSP account to working order. If client already has existing MSP services with Company, new services will be added to existing monthly services agreement with the corresponding fees. Client is responsible for notifying Company of any changes in number of devices being covered in said MSP agreement to be eligible for support. Changes in monthly billing will be subject to fees from date of coverage.
b.) Unless otherwise stated in writing, each Statement of Work ordered by the Client will need a minimum deposit of one hundred percent (100%) of hardware plus fifty percent (50%) of labor plus any applicable shipping. If Statement of Work does not include any hardware, fifty percent (50%) of the total cost of the Statement of Work must be paid prior to services being performed. The outstanding amount, plus any other additional charges incurred during the project, are due on the day of project completion. If a service request is placed without a specific statement of work or quote, the invoice for the labor will outline payment terms.
c.) All Invoices are due and payable within the time period specified on the invoice, measured from the date of invoice, subject to continuing credit approval by the Company. If not paid within 30 days, the unpaid balance shall bear interest at the rate of 2.8% per month (33.6% per annum) or the maximum allowable rate of interest permitted by applicable law. Any accounts outstanding past 90 days will be sent to collections or any other legal recourse in order to settle the account. Client agrees to these terms and accepts to be liable for all reasonable attorneys’ fees, as well as costs incurred in collection of past due balances including but not limited to collection fees, filing fees and court costs. TIME IS OF THE ESSENCE IN THE PERFORMANCE OF ALL PAYMENT OBLIGATIONS BY CLIENT. Any
disputes, concerns or issues in regards to the work performed by the Company or its employees, staff members, or subcontractors must be sent to the Company’s management in written form. Company will take immediate action to rectify any problem or concern. Invoices may be disputed within (5) days of issue date. Client must include a written explanation of what portion of the invoice is disputed. The written explanation of the portion of the invoice disputed
must be addressed to an Acanthus Technology manager. Any invoices disputed after (5) days of issuance will not be considered.
d.) All sales are final. In the event of an exception, returns and/or exchanges are subject to approval from Company. If an item is considered for a return/exchange, a restocking fee may be charged and the fee will be based upon the item’s value, availability and other factors; a minimum fee of twenty-five percent (25%) of the item’s sale price is expected. Any return or exchange must be approved in writing from Company’s management. All equipment must be returned in original packaging, in like-new resalable condition.
- REQUIRED ACCESS. To the extent that Services are performed on Client’s premises (“Premises”), Client hereby grants to Company the right of ingress and egress over the Premises and further grants Company a license to provide the Services described in approved Statement of Work. To the extent that Services are provided to Client on property other than the Premises, it shall be Client’s responsibility to secure, at Client’s own cost, any necessary rights of entry, licenses, permits or other permission necessary for Company to provide Services at such location(s). Clients enrolled in Company’s Monitoring Service Agreement are subject to pay any fees owed as a result of false alarm assessments, taxes, fees, or any other charges related to the installation or services agreed upon in this agreement. Client shall provide Company with any necessary access that Company requires to complete agreed upon services. Company shall not be liable for delay in performance or nonperformance of any term or condition of this Agreement resulting from Client’s denial to Company of full access to Client’s systems, components, personnel, or premises pursuant to this
- MONITORING AGREEMENT
- Client gives consent to be contacted by the Company and/or Provider via digital media including but not limited to: SMS text (“Text”) or (“Email”). Client is responsible to obtain consent from all Client designated Parties that the ALARM and/or Provider may notify during the process of delivering alarm monitoring services to the Client.
- Upon receiving Client’s consent within this addendum, Provider will send a Text to verify Client’s approval to use Text message on Client’s Client must respond with “Y” or “Yes” to receive these low priority notifications and other Client authorized notification codes via SMS Text. Without this verification, Provider will continue to call Client for the notifications.
- Alarm monitoring will send up to four (4) Text messages for each signal received by Provider. In each Text, Provider will identify the code and address and provide Client the options to either “confirm” receipt of the notification or request that the Text messages “stop”. Provider may continue to send notification Texts to Client and/or Client’s designated
- In the event Client or one of Client’s designated party stops SMS Text communication, Provider will cease Text messages to that person and make phone call notifications in accordance with the Monitoring Service
- In the event, Client has not been contacted via Text within any twelve (12) month period during the term of the Alarm Monitoring Agreement, Provider will send an Opt-In reconfirmation Client and each of its designated parties must respond with “Y” or “Yes” to continue to be eligible to receive notifications via Text.
- Provider agrees to 1) maintain Client and its Parties mobile phone information in a confidential and secure manner, 2) not to Text Client or its Parties for any purpose other than for the Client authorized notification codes, 3) comply with the Telephone Consumer Protection Act and other laws and regulations as it relates to these Text
- In the event the Monitoring Agreement is terminated for any reason, Provider shall remove Client’s mobile phone information from its contact database; provided however, that the Provider may retain such information to maintain the integrity of its “histories” of alarm notifications or if required by state or federal regulation, court of law, or Authority Having Jurisdiction (AHJ).
- Any responses to Text messages from the Client or its designated Parties shall be logged in Provider’s Client and its designees are solely responsible for any and all Client’s message and data charges as it relates to this addendum and the Monitoring Agreement; Client and its designated parties are considered to “OPT-IN” for this Text service and Provider declines responsibility for the charges or fees incurred in the provision of such monitoring.
- Provider may require Client to have each designated party sign and acknowledge the terms and conditions herein.
- Client understands and agrees that neither the Provider is responsible if any type of notification that is sent is not received or not received in a timely manner by the intended recipient. Although Provider’s system is designed to pro vide messaging and notifications to all contacts provided by Client, Client agrees this is NOT a guarantee or warranty that all digital notifications will, in fact, be received. Text messages or notifications can fail for various reasons that may or may not be beyond the Provider’s control including but not limited to: private cellular networks going offline, Client’s data plan limitations, network traffic capacities, and Client’s communications device
- All of the terms and conditions of the Client’s Alarm Monitoring Agreement, including but not limited to the Limitation of Liability, Liquidated Damages, Third Party Indemnification, and Waiver of Warranty, apply to the services described in the Monitoring Service Agreement, and are incorporated into this Addendum by this
- WARRANTIES; LIMITATIONS; LIMITATIONS OF
- Any third-party products provided to Client pursuant to this Agreement, including but not limited to third party hardware, software, peripherals and accessories (collectively, “Third Party Products”), shall be provided to Client carrying manufacturer’s Company shall use reasonable efforts to assign all warranties (if any) for the third- party products to Client but will have no liability whatsoever for such third-party products and software, including Managed Services software and offerings. Company assumes no liability, nor may it be held liable, for any third-party products failing or any losses of Client data or revenue resulting from such failure.
- It is agreed that Provider is not an insurer and that it is not the intention of the parties that Provider assume responsibility for any loss occasioned by misfeasance or negligence in the performance or non-performance of the services under this Agreement or for any loss or damage sustained through burglary, theft, robbery, fire or other cause or any liability on the part of Provider by virtue of this Agreement or because of the relation hereby If there shall, notwithstanding the above provisions, at any time be or arise any liability on the part of Provider by virtue of this Agreement or because of the relation hereby established, whether due to a breach of this Agreement, the negligence of Provider, or otherwise, such liability is and shall be limited to and fixed at the sum of five hundred dollars ($500.00). Such limit of liability is not a penalty and this limited liability shall be complete and exclusive. That the rider and additional obligation exist shall in no way be interpreted to hold Provider as an insurer. If anyone other than CLIENT asks Provider to pay for any harm or damages (including property damage, personal injury or death) connected with or resulting from (i) a failure of the monitoring services,
(ii) Provider’s negligence, (iii) any other improper or careless activity of Provider in providing the services or (iv) a claim for indemnification or contribution, CLIENT will repay to Provider (a) any amount which a court orders Provider to pay or which Provider reasonably agrees to pay, and (b) the amount of PROVIDER’s reasonable attorney’s fees and any other losses and costs that Provider may pay in connection with the harm or damages.
- SUBSCRIBER hereby releases discharges and agrees to hold Provider harmless from any and all claims liabilities, damages, losses or expenses arising from or caused by any hazard covered by insurance resulting from or related to this service contract, whether said claim is made by Client and/or Client’s Provider., agent or insurance company or by any other parties claiming under or through Client and/or the Client’s Provider. Client agrees to indemnify Provider against, defend and hold PROVIDER harmless from any claims for subrogation which may be brought against Provider by any insurer or insurance company or its agents or assigns, including payment of all damages, expenses, costs and attorney’s fees.
- PROVIDER HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THOSE OF MERCHANTABILITY OR FITNESS THAT ITS SERVICES WILL AVERT, DETER OR PREVENT ANY LOSS WHICH MONITORING MIGHT ALLEVIATE OR MITIGATE. PROVIDER DOES NOT REPRESENT OR WARRANT THAT THE SYSTEM OR SERVICES WILL PREVENT ANY LOSS OR INJURY DUE TO BURGLARY, HOLD UP, FIRE, OR OTHERWISE, OR THAT THE SYSTEM OR SERVICES WILL IN ALL CASES PROVIDE THE PROTECTION FOR WHICH THEY ARE INTENDED. SUBSCRIBER ACKNOWLEDGES AND AGREES THAT: (A) PROVIDER HAS MADE NO REPRESENTATIONS
OR WARRANTIES, EXPRESS OR IMPLIED, AS TO ANY MATTER WHATSOEVER, NOR HAS SUBSCRIBER RELIED ON ANY REPRESENTATIONS OR WARRANTIES EXPRESS OR IMPLIED; AND (B) SUBSCRIBER ASSUMES ALL RISK OF LOSS OR DAMAGE TO SUBSCRIBER’S PREMISES OR TO THE CONTENTS THEREOF; AND ASSUMES ALL RISK OF INJURY (INCLUDING PERSONAL INJURY OR DEATH) TO PERSONS USING OR ON THE PREMISES. PROVIDER MAKES NO REPRESENTATION OR WARRANTY AS TO THE PROMPTNESS OF ITS RESPONSE. SUBSCRIBER AGREES THAT PROVIDER HAS NO CONTROL OVER THE RESPONSE TIME OR CAPABILITY OF ANY AGENCY OR PERSON WHO MAY BE NOTIFIED AS A RESULT OF THE SYSTEM OR SERVICES BEING USED. SUBSCRIBER ACKNOWLEDGES THAT:
- SUBSCRIBER SHOULD OBTAIN INSURANCE FOR THE PROTECTION OF THE PREMISE, ITS CONTENTS, THE SUBSCRIBER(S) AND ANY OTHERS WHO MAY OCCUPY THE PREMISE AND/OR USE THE SYSTEM AND SERVICES,
- SUBSCRIBER HAS READ AND UNDERSTOOD ALL OF THIS AGREEMENT, PARTICULARLY PARAGRAPHS 13 AND 14 WHICH SET FORTH PROVIDER’S MAXIMUM LIABILITY IN THE EVENT OF ANY LOSS, INJURY OR DAMAGE TO SUBSCRIBER OR ANYONE ELSE.
- Although best practices and protection is offered through the Managed Services offerings and other security measures, the Company will assume no responsibility and shall not be held liable for any attacks or issues arising from malware, ransomware, crypto-ware or other malicious attacks stemming from similar destructive and harmful software, hacking attacks, Company may at any time use and/or offer different software, bundles, or applications during the duration of the Managed Services Agreement.
- Clients enrolled in Company’s Monitoring Service are fully responsible for enabling alarm system in accordance to instructions provided by Company upon completion of system(s) installation listed in accepted Company shall not be held liable for any failure of system in any capacity, resulting from Client’s failure to follow proper instructions provided by Company. All monitoring systems installed by Company at Client’s premise(s) are not property of Provider and therefore they are not responsible for the system’s working condition or failure of said system. It is Provider’s sole responsibility to maintain the Monitoring Receiving Facility in working order. Provider is not responsible to perform any monitoring at any given time when necessary communication services are not functional at Client’s premise(s) with no ability to be rectified by Provider.
- Upon receipt of alarm signal from Client’s premises, Provider shall make every reasonable effort to notify police, appropriate emergency response authorities, and/or persons are provided and approved by Client on the CLIENT DATA SHEET. Exceptions shall be made at Provider’s discretion if they have just cause to assume that no emergency exists. . Provider accepts changes to current Client information with proper identification and passcode(s) from the Company or its representative(s), and the Client or the Client’s representative(s). Provider accepts new Client data or changes to Client monitoring data via: written documents; facsimile documents; proprietary interactive software data exchanges; Internet software data exchanges; email; and verbal telephone
- Client, Company, and Provider acknowledge and agree that they are required to comply with all laws, rules and regulations regarding monitoring and alarm response enacted or adopted by the governmental authorities having jurisdiction over the Client’s system. If such governmental agencies, now or in the future require physical or visual verification or multi-call telephone verification (e.g., enhanced-call verification) of an emergency condition before responding to a request for assistance, Client agrees to comply with such Provider may modify or discontinue any particular response service or notification procedures due to governmental or insurance requirements by giving the Company written notice. The Company is responsible for notifying the Client of any change in monitoring and alarm response.
- Client agrees that Client retains the sole responsibility for its software licensing and warrants and represents that it shall not use systems or software for any purposes or activities that violate the laws of any jurisdiction, including the sending of unsolicited, bulk commercial email (e., SPAM), etc.
- Client agrees that client retains the sole responsibility for the life and health of persons on the premise: for protecting against property and personal injury losses in the premises for both the Client and others, Client agrees that Company is not responsible for personal injury or other losses which are allegedly caused by improper operation or non-operation of the CCTV system or other computer / technology systems, including cases where these systems never The
client further agrees that Company is not an insurer, and that insurance if any, covering personal injury and other losses shall be obtained by the client. If there is any liability on Company it will be limited to two hundred fifty dollars ($250) and this liability shall be exclusive; and that the provisions of this section shall apply if loss or damage, irrespective of cause or origin, results directly or indirectly to person or property, from performance or nonperformance of the obligations imposed by this contract, or from negligence, active or otherwise, of dealer, their agents, servants, assigns or employees.
- RENEWALS &
- All MSP services (where applicable) are subject to the terms and duration outlined in agreement; upon the expiration of the terms, the Managed Services agreement will auto-renew with the same duration as the original agreement unless otherwise stated in writing. Upon expiration of initial signed agreement, Company shall have the ability to increase billing annually as needed as part of operational
- Client may cancel Agreement auto-renewal by providing the Company written notice of termination a minimum of ninety (90) days before renewal Client may also terminate agreement at any time by paying the remaining monthly fees left in the agreement. Client acknowledges that monthly prices or rates may be subject to increases at time of renewal and new rates may apply for new term. Client will be notified of applicable rate changes before the notice of cancellation is due. Company reserves the right to terminate MSP agreement for any reason at any time by providing the Client party with ninety (90) days prior written notice.
- Without Cause. Either party may terminate separate Statements of Work for any reason by providing the other party with ninety (90) days prior written notice. Any Statements of Work already approved and placed by Client are still subject to payment of all goods purchased and services that have been performed. Termination fees for all active Agreements under these terms shall be: 100% of the remaining balance of said agreement due to the Company.
- Equipment Removal. Upon termination of this Agreement for any reason, Client shall provide Company with access, during normal business hours, to Client’s premises (or any other locations at which Company-owned equipment is located) to enable Company to remove all Company-owned equipment, software, or other items from such premises (if any).
- In the event this Agreement is terminated for any reason whatsoever, all Client data held by Company shall be returned to the Client (provided that all fees due and owing to Company under this Agreement are paid to Company in full) in a commercially reasonable manner and time frame, not to exceed thirty (30) calendar days from the last day the agreement is active. In the event that Client Requests Company’s assistance to transition to a new service provider, Company shall do so provided that (i) all fees due and owing to Company under this Agreement are paid to Company in full prior to Company providing its assistance to Client, and (ii) Client agrees to pay Company its then-current hourly rate for such assistance, with upfront amounts to be paid to Company as agreed upon between the parties. Company shall have no obligation to store or maintain any Client data in Company’s possession or control following the termination of this Agreement. Company shall be held harmless for and indemnified by Client against any and all claims, costs, fees, or expenses incurred by either party that arise from, or are related to, Company’s deletion of Client data beyond the time frames described in this Section.
- Termination of a Statement of Work shall not act as a termination of any other Statement of Work or as a termination of this Agreement as a whole.
- No Liability: Unless expressly stated in this Agreement, neither party shall be liable to the other party or any third party for any compensation, reimbursement, losses, expenses, costs or damages (collectively, “Damages”) arising from or related to, directly or indirectly, the termination of this Agreement for any reason, or for Damages arising from or relating to Company’s disclosure of information pursuant to any valid legal request to which Company is required to comply. This waiver of liability shall include, but shall not be limited to, the loss of actual or anticipated profits, anticipated or actual sales, and of expenditures, investments, or commitments in connection with such party’s or any third party’s goodwill or
- Amendment. No amendment or modification of this Agreement or any Statement of Work (including any schedules or exhibits) shall be valid or binding upon the parties unless such amendment or modification specifically refers to this Agreement, is in writing, and is signed by one of the Designated Contacts from each
- Time Limitations. The parties mutually agree that any action for breach of or upon a matter arising out of this Agreement or any Statement of Work must be commenced within six (6) months after the cause of action accrues or the action is forever
- Severability. If any provision hereof or any Statement of Work is declared invalid by a court of competent jurisdiction, such provision shall be ineffective only to the extent of such invalidity, illegibility or unenforceability so that the remainder of that provision and all remaining provisions of this Agreement or any Statement of Work shall be valid and enforceable to the fullest extent permitted by applicable
- Other Terms. Company shall not be bound by any terms or conditions printed on any purchase order, invoice, memorandum, or other written communication between the parties unless such terms or conditions are incorporated into a duly executed Statement of Work. In the event any provision contained in this Agreement is held to be unenforceable in any respect, such unenforceability shall not affect any other provision of this Agreement, and the Agreement shall be construed as if such an unenforceable provision or provisions had never been included in this
- No Waiver. The failure of either party to enforce or insist upon compliance with any of the terms and conditions of this Agreement, the temporary or recurring waiver of any term or condition of this Agreement, or the granting of an extension of the time for performance, shall not constitute an Agreement to waive such terms with respect to any other
- This Agreement, together with any Statement(s) of Work, sets forth the understanding of the parties and supersedes any and all prior agreements, arrangements or understandings related to the Services, and no representation, promise, inducement or statement of intention has been made by either party which is not embodied herein. Any document that is not expressly and specifically incorporated into this Agreement or Statement of Work shall act only to provide illustrations or descriptions of Services to be provided and shall not act to modify this Agreement or provide binding contractual language between the parties.
- Force Majeure. Company shall not be liable to Client for delays or failures to perform its obligations under this Agreement or any Statement of Work because of circumstances beyond its reasonable Such circumstances include, but shall not be limited to, any acts or omissions of any governmental authority, natural disaster, act of a public enemy, acts of terrorism, riot, sabotage, disputes or differences with workmen, power failure, communications delays/outages, delays in transportation or deliveries of supplies or materials, acts of God, or any other events beyond the reasonable control of Company.
- Non-Solicitation. Client acknowledges and agrees that during the term of this Agreement and for a period of one
(1) year following the termination of this Agreement or from last date of work done for Client, Client will not, individually or in conjunction with others, directly or indirectly solicit, induce or influence any of Company’s employees or subcontractors to discontinue or reduce the scope of their business relationship with Company, or recruit, solicit or otherwise influence any employee or agent of Company to discontinue such employment or agency relationship with Company. In the event that Client violates these terms, the parties acknowledge and agree that the damages to Company would be difficult or impracticable to determine, and agree that in such event, as Company’s sole and exclusive remedy therefore, Client shall pay Company as liquidated damages and not as a penalty an amount equal to fifty percent (50%) percent of that employee or subcontractor’s first year of base salary with Client (including any signing or other bonus).
- Company and Client shall each maintain, at their own expense, all insurance reasonably required in connection with this Agreement or any Statement of Work, including but not limited to, workers compensation and general liability.
- Records. Photos or other records of services performed may be taken by the Company for use in their records, evaluations, portfolio or marketing material; these photos are the property of the Company. Additionally, Clients who accept and subscribe to our Monitoring Service Agreement consent to the recording of all telephonic communications between Client and Company’s monitoring receiving facility. If Client does not approve, said restrictions must be submitted in writing to Company before start of
- Governing Law; Venue. This Agreement and any Statement of Work shall be governed by, and construed according to, the laws of the State of
- Company may subcontract part or all the Services to one or more third parties. Company shall be responsible for, and shall guarantee, all work performed by any Company-designated subcontractor as if Company performed such work itself. Notwithstanding the foregoing, Company shall not delegate or subcontract any Services that are expressly designated as being non-delegable by Client on a statement of work.
- The parties may execute and deliver this Agreement and any Statement of Work in any number of counterparts, each of which shall be deemed an original and all of which, when taken together, shall be deemed to be one agreement. Each party acknowledges and agrees that this Agreement may be executed and transmitted to the other party via electronic means. Accordingly, a party may execute and deliver this Agreement electronically (e.g., by digital signature and/or electronic reproduction of a handwritten signature), and the receiving party shall be entitled to rely upon the apparent integrity and authenticity of such signature for all purposes.
- Standard Terms. The terms of this Agreement referred to herein will govern all transactions between Company and Client accepts these Standard Terms with Company by executing this Agreement and reaffirms these Standard Terms and Conditions by engaging Company to perform or procure any services. These Standard Terms and Conditions are subject to change without prior notice.