TERMS AND CONDITIONS
CONTRACT TERM: Except as otherwise provided herein, this Agreement shall have an initial term of one year from date of commencement of the alarm service as described herein and shall be deemed automatically renewed on an annual basis thereafter upon the same terms and conditions unless either Company or the Customer shall give written notice f cancellation to the other at least 30 days prior to the end of the initial term or any renewal term.
CENTRAL MONITORING (OPTIONAL): It is mutually understood and agreed that signals from Customer’s alarm system will be monitored in the sheriff/police/fire department or other location of the governmental entity’s choice. It is further understood and agreed that Company is not the agent of any governmental entity nor does Company assume any responsibility for the manner in which the alarm systems signals are monitored or the response, if any to said signals. This paragraph is applicable only if paragraph 1(b) is checked.
In the event Company sells any alarm monitoring equipment containing a digital communicator having a communicator chip or software program, Company retains all rights of ownership to such communicator chip, and all associated system software, programmed to be received by the digital receiver printer, and retains the right to enter upon the Customer premises to remove such communicator chip or deprogram and to disable the system software in the event that this contract is terminated, or in the event any condition of this contract is violated by Customer for removing the communicator chip and disabling the system software shall be paid by Customer.
SERVICE LIMITED TO MONITORING AND ALARM: Company does not guaranty that the service or equipment supplied will prevent burglary, fire or consequences from such occurrences which the service is designed to monitor, and the Customer acknowledges that it is not entering into this Agreement with the expectation that Company for removing the communicator chip and disabling the system software shall be paid by Customer.
COMPANY NOT AN INSURER; LIQUIDATED DAMAGE CLAUSE; AVAILABILITY OF LIMITATION OF DAMAGES AGREEMENT: The following is understood and agreed to by the Customer and Company: (A) that Company is not an insurer; (B) that insurance, if any , shall be obtained by the Customer; (C) that the payments provided for pursuant to this Agreement are based solely on the payments provided for pursuant to this Agreement are based solely on the value of the System and services as set forth in the Agreement and are unrelated to the value of the Customer’s property or the property of others located on the Customer’s premises’ (D) that Company makes no guaranty or warranty, including any implied warranty of merchantability or fitness that the equipment or services supplies will avert or prevent occurrences or the consequences therefrom which the System or service is designed to detect or avert. The Customer understands and agrees that it is impractical and extremely difficult to fix the actual damages, if any, which may proximately result from Company’s negligence, or a failure to perform any of the obligations herein including, but not limited to, installation, warranty or repair service, monitoring, or the failure of ht System to properly operated with resulting loss to the Customer because of, among other things:
(a) The uncertain amount or value of the Customer’s property or the property of others kept on the premises which may be lost, stolen, destroyed, damaged or otherwise affected by occurrences which the System or service is designed to detect or avert
(b) The uncertainty of the response time of any police or fire department, or others should they be dispatched as a result of a signal being received or an audible device sounding;
(c) The inability to ascertain what portion, if any, of any property loss or personal injury, or death would be proximately caused by Company’s failure to perform or by its equipment to operate.
(d) The nature of the service to be performed by Company.
The Customer understands and agrees that if Company should be found liable for loss or damage due from (i) failure of Company to perform any of the obligations herein, including, but not limited to, installation, repair or warranty service, monitoring, (ii) the failure of the service or equipment in any respect whatsoever, or (iii) Company’s active or passive negligence, Company’s liability shall be limited to a sum equal to the total of one-half the annual monitoring charge or Two Hundred and Fifty Dollars ($250.00), whichever is the lesser, as liquidated damages and not as a penalty 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 persons or property, from performance or non-performance of the obligations imposed by this Agreement, or from negligence, act or otherwise, of Company, its agent, servants, assigns, employees or subcontractors.
If the Customer wishes Company to assume a limited liability in lieu of the liquidated damages as stated above, the Customer may obtain from Company a limitation of liability by paying an additional periodic service charge to Company. If the Customer elects to exercise this option, a rider shall be attached to this Agreement setting forth the terms, conditions and amount of the limited liability and the additional periodic charge. Such rider and additional obligation shall in no way be interpreted to hold Company as in insurer.
CUSTOMER INSPECTION/TEST: Customer understands that regular testing of the equipment is necessary for proper operations. Customer agrees to test the alarm system on a weekly basis, and agrees to report any failure or malfunction of any part of the alarm system to Company immediately. Customer’s failure to so test the alarm system shall void this agreement. Each test shall be conducted as described in the operating instructions furnished by the Customer twice monthly and space protection be walk tested daily prior to closing.
NOTIFICATION TO COMPANY: Customer agrees to notify Company immediately of any change in Customer’s name, address or telephone number, or of any change in any contact information regarding notification to Customer in the event of alarm activation.
THIRD PARTY INDEMNIFICATION: When the Customer ordinarily has the property of others in his custody, or the System extends to protect other persons or their property, the Customer agrees to and shall indemnify, defend and hold harmless Company, its employees, agents and subcontractors for and against all claims brought by the parties other than the parties to this Agreement (herein referred to as third parties). This provision shall apply to all claims, lawsuits or damages, regardless of cause, including Company’s performance or failure to perform and including defects in products, design, installation, warranty service, monitoring, or operation or non-operation of the System, whether based upon active or passive negligence, warranty, contribution, indemnification or strict or product liability on the part of Company, its employees or agent.
This agreement by Customer to indemnify Company against third party claims as hereinabove set forth shall not apply to losses, damages, expenses and liability resulting in injury or death to third persons, which losses, damages, expenses and liability occur while an employee of Company is on Customer’s premises and which losses, damages and liability are solely and directly caused by the acts of said employee.
SUBROGATION: Customer herby releases, discharges and agrees to hold Company harmless from any and all claims, liabilities, damages, losses or expenses arising from or caused by any hazard covered by insurance in or on the premises of Customer whether said claim is made by Customer, his agents or insurance company or by any other parties claiming under or through Customer. Customer agrees to indemnify Company against, defend and hold Company harmless from any action for subrogation which may be brought against Company by any insurer or insurance company or its agents or assigns including the payment of all damages, expenses, costs and attorney’s fees.
DEFAULT: In the event Customer defaults on the payment of any sum hereunder, then and in said event, Company may accelerate the remaining payments provided herein, and may demand and recover the entire balance, Customer agrees to pay the cost of collection including a reasonable attorney’s fee. Customer further agrees to pay 1.5% interest per month on any payment 30 days past due.
COMPANY CANCELLATION DUE TO DESTRUCTION OF EQUIPMENT: This Agreement may be cancelled, without previous notice, at the option of Company, in the event the transmission equipment, connection wires or equipment are destroyed by fire or other catastrophe (or are so substantially damaged that it is impractical to continue service) or for damage to the signaling wire facilities, or should compatible telephone facilities be unavailable. If so cancelled Company will refund to Customer any unused portion of the paid monthly charge but shall have no other liability whatsoever.
SUSPENSION OF SERVICE: Upon a violation by the Customer of any of the covenants or agreements herein contained, Company may, without notice, suspend all service hereunder, but the removal of any apparatus or device, or rendering same inoperative shall not be held to constitute a waiver of the rights of Company to collect all charges then accrued or thereafter accruing under this Agreement.
ASSIGNMENT: This Agreement is not assignable by the Customer, except with the written consent of Company.
NOTIFICATION: All written notices provided for by this Agreement shall be given by posting in the United States Mail, Certified Mail, Return Receipt Requested, and addressed to the party at the address indicated herein. Any notice of change of address shall be effective only upon receipt.
LAW GOVERNING/VENUE: This Agreement shall be governed by the laws of the State of Missouri. The parties agree that nay suits filed to enforce this contract shall be filled in Cape Girardeau County, Missouri, and the parties hereby waive any objection to venue otherwise provided for by statutes or court rules.
TIME TO SUE: Customer agrees that no suit against Company shall be brought or maintained for any liability arising under this contract, or otherwise, unless it shall be filed within one year of the date which the claim accrues.
BASIC SERVICES INCLUDE:
a. Call verification…i.e. call the premisis to see if there’s a person there that knows the passcode.
b. Notification of the proper authorities in the event of an emergency condition.
c. Notification of a person on the subscriber’ call list to meet the authorities and reset the alarm.
d. Notification of the installer that an alarm condition has occurred.
OPTIONAL SERVICES INCLUDE:
a. Non-supervised opening/closing reports… a report is made to the subscriber of the times the system was armed and disarmed.
b. Supervised opening/closing service…same as option “a” except that an opening prior to the designated opening time will be treated as an alarm condition. Also, subscriber will be notified if system is not armed past the designated closing time.
c. Automatic test supervision…if your system is programmed to send an automatic test we will report to you or the installer if that test is not received.
1. The installing alarm company, herby referred to as “Installer” and the Subscriber have entered into an agreement wherein and whereby the Installer will provide monitoring services for the Subscriber and the installer has subcontracted such monitoring service to Central Dispatch Inc., hereby referred to as “Central Dispatch” which has agreed to perform same solely as the agent of the Installer upon the following terms and conditions.
2. The Subscriber and Central Dispatch agree that the sole and only obligation of Central Dispatch under this agreement and/or under any agreement between the Subscriber and the Installer shall be to monitor signals received by means of the detection system and to respond thereto. Upon receipt of a signal from the Subscriber’s premises every reasonable effort shall be made to transmit notification of the alarm promptly to the police, fire, or other authorities and/or the person or persons whose names and telephone numbers are set for the in the subscriber’s call list, or as same may be changed by the Subscriber from time to time, unless there is just cause to assume that an emergency condition does not exist.
3. It is understood that Central Dispatch owns none of the electro-protective equipment in Subscriber’s premises and that no responsibility for the condition and/or the functioning thereof and that maintenance, repair, service, replacement or insurance of the electro-protective equipment are not the obligation or responsibility of Central Dispatch.
4. This agreement shall continue for as long as the Installer contracts with Central Dispatch for the performance of monitoring services for the Subscriber. In the event that the Installer notifies Central Dispatch of its termination of service for the Subscriber for any reason or in the event that the Installer fails or refuses to make payment for services furnished or to be furnished, the Subscriber will be given at least 30 days notice of termination of such services. Upon giving such notice, this agreement and all of Central Dispatch’s responsibilities hereunder shall come to an end as if the date fixed in such notice was the term fixed in the agreement between Central Dispatch and the Installer and neither party hereto shall have any claim against the other.
5. This agreement may also be suspended should the electro-protective equipment or the premises become so substantially damaged that further service is impracticable.
6. Central Dispatch shall not be liable for any loss or damage caused by defects or deficiencies in the electro-protective equipment nor shall it incur any liability for any delay in response time or nonresponse of Police, Fire or other authorities, institutions or individuals notified by Central Dispatch personnel.
7. The Subscriber shall notify Central Dispatch immediately of any termination or discharge of any agreement between the Subscriber and the Installer. He shall also notify Central Dispatch of any change in call list personnel and/or changes in zoning, zone descriptions or intended responses to different alarm conditions. Failure to notify may cause incorrect actions and responses thus reducing the effectiveness of the detection system.
8. Central Dispatch herby disclaims all warranties, expressed or implied, including those of merchantability or fitness that its services will avert, deter or prevent any loss which monitoring might alleviate or mitigate.
9. It is understood and agreed by the parties hereto that Central Dispatch is not an insurer and the insurance, if any, covering personal injury and property loss or damage on Subscriber’s premises shall be obtained by the Subscriber; that Central Dispatch is being paid to monitor a system designed to reduce certain risks of loss and that the amounts being charged are not sufficient to guarantee that no loss will occur; that Central Dispatch is not assuming responsibility for any losses which may occur even if due to negligent performance or failure to perform any obligation under this agreement. There is no representation of warranty, including any implied warranty of merchantability or fitness, that the system installed by the installer or service supplied by Central Dispatch may not be compromised, or that the services will in all cases provide the detection for which it is intended.
Since it is impractical and extremely difficult to fix actual damages which may arise due to the failure of services provided, if notwithstanding the above provisions, there should arise any liability on the part of Central Dispatch, such liability shall be limited to an equal to one-half the annual monitoring charge paid by the installer for the Subscriber or $250, whichever is greater. This sum shall be complete and exclusive and shall be paid and received as liquidated damages and not as a penalty. In the event that Subscriber wishes to increase the maximum amount of such liquidated damages, Subscriber may, as a matter of right, obtain from Central Dispatch higher limits by paying an additional amount under a graduated scale of rates relating to the higher limits of liquidated damages.
10. Subscriber agrees to and shall indemnify and save harmless Central Dispatch, its employees and agents, for and against all third party claims, lawsuits and losses alleged to be caused by its performance, negligent performance or failure to perform its obligations under the agreement.
11. Any notice required to be given hereunder by either party shall be in writing addressed to such party at the address at the head of this agreement or at such other address as either party shall notify the other hereof, in the same manner.
12. This agreement contains the entire understanding between the parties. No representations of any kind not contained herein or made by some third party shall in any way bind Central Dispatch.