Terms and Conditions

1. Hiring: Customer has read and accepted the reverse side hereof, and hereby hires NY Security Solutions Inc. (“NYSSI”) to render and perform all such services and to furnish all necessary supplies, materials and equipment as described on the reverse side (the “Job”) at the price set forth (the “Amount Due”).   The Amount Due does not include any extra or additional work as may be requested by Customer or as may be necessitated as a result of unknown or undisclosed conditions existing at the Job site.  Any quotation or proposal is subject to change or cancellation by NYSSI at any time without notice, and in any event, expires 14 days from its date, unless otherwise indicated therein or extended in writing by NYSSI.

2. Site Access and Requirements: Customer shall provide NYSSI with access to the Job site during usual business hours from 8:30 a.m. to 5:00 p.m., Monday through Friday. If Customer requires NYSSI to do the Job at different times, then additional charges will be imposed. Customer shall be responsible to provide NYSSI with suitable and secure storage and work areas during the installation portion of the Job. Upon installation of each item, the risk of loss shall be transferred from NYSSI to the Customer. NYSSI is authorized to make preparations such as drilling holes, driving nails, making attachments and doing any other thing necessary in NYSSI’s sole discretion for the installation and service of the equipment and shall not be responsible for any condition created thereby as a result of such installation, service or removal of equipment, and Customer represents that the owner of the premises, if other than Customer, authorizes the Job and installation of the equipment under the terms of this Agreement.   Customer agrees to furnish, at Customer’s cost and expense, all 110 Volt AC power and electrical outlets and receptacles, telephone hook-ups, RJ31 Block or equivalent internet connections, high speed broadband cable and DSL and IP Address, and any other facilities as may be deemed necessary or advisable by NYSSI to do the Job.

3. Government Compliance: Customer shall be solely and wholly responsible, at Customer’s cost and expense, to procure any and all governmental permits, consents, approvals and the like, it being specifically understood and agreed that NYSSI shall have absolutely no responsibility or liability with such governmental compliance.

4. Taxes and Duties: Customer shall pay, in addition to the cost of services, supplies and materials, amounts equal to any tariff, duties and/or sales or use tax in lieu thereof imposed by any government or governmental agency with respect to the sale of such product(s).

5. Delays: NYSSI’s obligations to perform the Job shall be subject to availability of materials and NYSSI shall not be responsible or liable for any damage or loss to Customer resulting from any delays in performance or interruption due to factors, matters or events outside of its control, such as manufacturer’s delays, electric failures, strikes, walk-outs, war, acts of God; the estimated date that the Job is to be substantially completed is not a definite completion date and time is not of the essence with respect to such date

6. Payment:   In consideration for the Job, unless otherwise specified in writing signed by NYSSI, Customer shall, and agrees to, pay the full Amount Due, as follows: (i) One-third (1/3) simultaneously with the Customer’s acceptance and authorization; (ii) One-third (1/3) simultaneously with the delivery of all materials and supplies to the job site; and, (iii) The full balance within fifteen (15) days after completion of the Job. Any and all balances not paid when due shall be subject to a finance charge equal to 1-1/2 percent per month, compounded monthly. The imposition of the finance charge is not intended, and shall not be deemed to be a consent on the part of NYSSI to the any extension of payment beyond the said thirty (30) day period. Checks returned for any reason will be subject to a $75.00 fee. NSF check Customers will automatically be placed on a cash or credit check basis.

7. Lien: NYSSI, or any subcontractor engaged by NYSSI to perform the Job or any part or portion thereof, who is not paid may have a claim against the Customer and/or the owner of the Premises, if other than the Customer, which may be enforced against the Premises in accordance with the applicable lien laws.

8. Limited Warranty: NYSSI agrees to perform the Job in a workmanlike manner and shall, unless otherwise specified in writing signed by NYSSI, warrant its work against defects for a period of ninety (90) days (the “Warranty Period”), but shall not be responsible for (i) matters covered by manufacturer’s warranties; (ii) misuse or damage caused by third parties; (iii) matters arising out of Customer’s negligence, misuse or wrongful acts; (iv) vandalism or damage caused by acts of third parties. Customer agrees that all supplies, materials and equipment once installed, becomes the personal property of the Customer and is in the exclusive possession and control of the Customer and all risk of loss thereupon shifts to the Customer. All such equipment is not permanently affixed or attached to the realty and shall not be deemed fixtures. Customer agrees that NYSSI is not an insurer and no insurance coverage is offered herein. Furthermore, it is Customer’s sole responsibility to test the operation of the equipment and to notify NYSSI if any repairs are required. NYSSI shall not be obligated to service or repair any of the equipment unless it has received written notice from the Customer, and upon such receipt of such notice, NYSSI shall, during the Warranty Period, service the equipment as soon as possible to the best of its ability, exclusive of Saturday, Sunday and legal holidays, during regular business hours between 9 a.m. and 5 p.m. Customer agrees to test and inspect the equipment and to advise NYSSI of any defect, error or omission therein.

9. Exclusions and Disclaimers: NYSSI does not represent of warrant that the equipment or system may not be compromised or circumvented or that the system will prevent personal injury, loss of life or property damage, or that the system will in all cases provide the protection for which it is intended. NYSSI does not guarantee that no loss will occur, does not assume any such liability and, therefore, shall not be liable to Customer or any third party for any loss, personal injury or property damage sustained by Customer or third party 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 NYSSI’s negligent performance, failure to perform any obligation or strict products liability. Customer, on behalf of itself, its agents, servants, employees, subtenants, lessors and Owner, releases NYSSI from any claims for contribution, indemnity and/or subrogation. NYSSI expressly disclaims any implied warranties, including the implied warranties of merchantability or fitness for a particular purpose, and the Customer acknowledges that any affirmation of fact or promise made by NYSSI or its agents, servants or employees shall not be deemed to create an express warranty unless included in the agreement in writing.

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10. Customer Agrees and Understands: (a) That Customer is solely responsible for any false alarm fines, permit fees and other municipal assessments related to the equipment and shall promptly on demand reimburse and indemnify NYSSI for any such fines, fees, assessments and expenses; (b) Should NYSSI be required by existing or hereafter enacted law to perform any service or furnish any materials not specifically covered by the terms of this Agreement, Customer agrees to pay NYSSI for such service and materials; (c) That NYSSI is not an insurer and that insurance covering personal injury, including death, and real or personal property loss or damage in, about or to the premises shall be obtained by the Customer; (d) that the equipment and services are designed to reduce, but not eliminate, certain risks of loss and that the amounts being charged by NYSSI are not sufficient to warrant or guarantee that neither loss or damage will not occur or an increase in loss or damage will not occur; (e) that NYSSI is not liable for any loss or damage which may occur prior to, contemporaneous with, or subsequent to the execution of this agreement even if due to the active or passive sole, joint or several negligence of NYSSI or its agents, servants or employees, suppliers or subcontractors, or to the improper performance of and/or failure to perform of the equipment, or breach of contract, express or implied, or breach of warranty, expressed or implied, or by loss or damage to facilities necessary to operate the system or any central station; and, (f) that should there arise any liability on the part of NYSSI for personal injury and/or property damage, real or personal, which is in connection with, arises out of or from, or results from the remote programming or monitoring of any equipment or system, and/or the dispatch of individuals to the premises, and/or the failure or faulty operation of the dispatch of individuals to the premises, and/or the failure or faulty operation of the system, equipment or central station facilities, and or the active or passive sole, joint or several negligence (including gross negligence) of company and/or its agents, servants, employees, suppliers or subcontractors including, without limitation, acts, errors or omissions which occur prior to, contemporaneously with or subsequent to the execution of this agreement, and/or any claim(s) brought in product or strict liability, and/or breach of warranty, expressed or implied, and/or breach of contract, expressed or implied, and/or claim for distribution or indemnification, whether in contract, tort or equity, including, without limitation, any general, direct, special, incidental, exemplary, punitive and/or consequential damages, irrespective of cause, such liability, if any, shall be limited to the maximum sum of $250.00, or 5% of the sales price, whichever shall be greater, and this liability shall be exclusive.

11. Indemnification: Customer agrees to indemnify, defend and hold harmless NYSSI, its employees, agents and subcontractors, from and against all claims, demands, liabilities, damages, losses, expenses, including attorneys’ fees and lawsuits which may be asserted against or incurred by NYSSI by or due to any person not a party to this Agreement, including Customer’s insurance or bonding company, for any expense, loss or damage including, but not limited to, statutory civil damages, personal injury, death and/or property damage, real or personal, arising out of the design, sale, lease, installation, repair, service, dispatch, maintenance, monitoring, recording of communications, operation or non-operation of the equipment, system of central station facilities, whether due to the sole, joint or several negligence (including gross negligence) of NYSSI or its agents, servants, employees, suppliers, or subcontractors, breach of contract, express or implied, breach of warranty, express or implied, product or strict liability, and/or any claim for contribution or indemnification whether in contract, tort or equity.

12. Insurance:   Customer shall maintain in a policy of public liability, property damage, burglary and theft insurance under which NYSSI and the Customer are named as insured, or additional insureds, and under which the insurer agrees to indemnify and hold NYSSI harmless from and against all costs, expenses (including attorneys’ fees) and liability arising out of or based upon any and all claims, injuries and damages arising under this Agreement, including but not limited to those claims, injuries and damages contributed to by NYSSI’s negligent performance to any degree or in failure to perform any obligation. The minimum limits of liability of such insurance shall be one million dollars for any injury or death, and property damage, burglary and theft coverage in an amount necessary to indemnify Customer for property on its Premises. NYSSI shall not be responsible for any portion or any loss or damage which is recovered or recoverable by the Customer from insurance covering such loss or damage or for such loss or damage against which Customer is indemnified or insured.

13. The Parties agree that there are no third party beneficiaries of the Agreement. Customer, on its behalf and any insurance carrier waives any right of subrogation Customer’s insurance carrier may otherwise have against NYSSI or NYSSI’s subcontractors arising out of this Agreement or the relation of the parties hereto. Customer shall not be permitted to assign this Agreement without the prior written consent of NYSSI.   NYSSI shall have the right to assign this Agreement and shall be relieved of any obligations created herein upon such assignment.

14. Legal Action; Attorneys Fees:   In the event that NYSSI shall consult with an attorney as the result of Customer’s failure to timely pay the full amount due or other default by Customer under this Agreement, Customer agrees to reimburse NYSSI for reasonable attorneys’ fees, court and other costs and expenses incurred by NYSSI as a result of Customer’s failure and default. Any judgment to be entered hereunder in favor of NYSSI shall include interest at the aforementioned rate of 1-1/2% per month from the date payment was due. Should NYSSI prevail in any litigation between the parties, Customer shall pay NYSSI’s legal fees and same may be incorporated into any resulting judgment.   The parties waive trial by jury in any action between them. In any action commenced by NYSSI against Customer, Customer shall not be permitted to interpose any counterclaim. Any action by Customer against NYSSI must be commenced within one (1) year of the accrual of the cause of action or shall be barred. All actions or proceedings against NYSSI must be based on the provisions of this Agreement. Any other action that Customer may have or bring against NYSSI 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.

15. Full Agreement: This agreement constitutes the full understanding by and between the parties hereto, and may not be amended or modified, except in writing signed by both parties and shall be construed under the Laws of the State of New York. This agreement shall not be binding upon the Company unless signed by an authorized agent.