This AGREEMENT made on the date indicated overleaf hereof between ADACS (hereinafter called ‘Company”) and the Customer also indicated overleaf (hereinafter called “Customer”).
In consideration of the mutual promises and covenants hereinafter specified, and for the good and valuable consideration, the parties hereto do, for themselves, their successors, and assigns mutually agree as follows:
1. The Customer understands that the Company is in the business of providing 24 hour telephonic monitoring services for Customers who have alarms systems at their places of business, homes etc. The Customer understands that the Company must know and have on record basic information about the Customer’s system. The Customer also acknowledges that he has completed the portion of this contract which calls for that information, and the Company, in performing its obligations under this contract, will rely on the information given by the Customer.
2. The Customer hereby represents that it has contracted, or is about to contract, with the Company for the installation of a protective system at the premises owned or occupied by the Customer and in connection with such installation has also requested monitoring service of the said system. The Company and the Customer have entered into an agreement whereby the Company will provide monitoring services for the Customer consisting of the following:
Direct call response by experienced operators to an emergency situation until proper authorities are notified:
Direct call response until a contact person designated by the Customer is notified:
Notification to the installer that an alarm condition has occurred, if requested:
Such other services as may be agreed upon by the parties;
3. The parties agree that the Company’s sole obligation under this agreement shall be to monitor signals received from the protective system located on the Customer’s premises. The Company, upon receipt of a signal shall make every reasonable effort to transmit notification of the alarm promptly to the police, or other authorities and to the persons whose names and telephone numbers are provided to the Company by the Customer, unless there is just cause to assume that an emergency condition does not exist.
4. The Customer shall carefully and properly set the alarm system each night or at such time as the Subscriber shall close its premises. The Customer shall carefully and properly test the alarm system prior to each close period and shall immediately report to the Company any claimed inadequacy of the system.
5. The Customer acknowledges that the alarm system is owned by him and all responsibility to notify the Customer of any problems with the maintenance, repair and service of the system are the sole responsibility of the Customer and not the Company.
6. The Customer understands that the signals from the alarm system which the Company will monitor are transmitted over normal telephone lines to the Company. The Customer also understand that the Company cannot be responsible for any monitoring during periods where the Customer’s telephone lines are not working or under any condition which would make it impossible to send a normal telephone call from the Customer’s place of business.
7. The Company can also not be responsible for any losses or damages suffered by a Customer caused by:
- Defects or deficiencies in the alarm system owned by the Customer
- Delay in response time or failure to respond by any person or authority notified by the Company according to the Customer’s instruction in this contract.
- Or failure by the Customer to maintain the system in good working order
8. This agreement shall continue for as long as the Customer contracts with the Company for the performance of monitoring services for the said Customer. In the event that the Customer notifies the Company of its termination for any reason, or in the event that the Customer fails or refuses to make payment for the services to be furnished, to the Company. The Company will give the Customer at least fourteen (14) days notice of termination of such services to the Customer and, upon giving such notice, this agreement and all the Company’s responsibilities hereunder shall come to an end as of the date fixed in such notice. This agreement may also be suspended, at the Company’s option, should the protective equipment or the premises of the Customer become so substantially disabled or damaged that the further service is impracticable, or if the rendering of such service is not possible by reason of strike, riots, floods, fires, interruption of telephone communication service, act of God, or any other cause beyond the control of the Company.
9. IT IS UNDERSTOOD AND AGREED BY THE PARTIES HERETO THAT THE”COMPANY IS NOT AN INSURER, AND THAT INSURANCE, IF ANY, COVERING PERSONAL INJURY AND PROPERTY LOSS OR DAMAGE ON ANY CUSTOMER’S PREMISES SHALL BE OBTAINED BY THE CUSTOMER: THAT COMPANY IS BEING PAID TO MONITOR A SYSTEM DESIGNED TO REDUCE CERTAIN RISKS OF LOSS AND THAT THE AMOUNTS BEING CHARGED BY THE COMPANY ARE NOT SUFFICIENT TO GUARANTEE THAT NO LOSS WILL OCCUR. THAT THE COMPANY IS NOT ASSUMING RESPONSIBILITY FOR ANY LOSSES WHICH MAY OCCUR EVEN IF DUE TO THE COMPANY’S NEGLIGENT PERFORMANCE OR FAILURE TO PERFORM ANY OBLIGATION UNDER THIS AGREEMENT THE COMPANY HEREBY DISCLAIMS ALL REPRESENTATION AND WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THOSE OF MERCHANTABILITY OR FITNESS THAT THE SYSTEM INSTALLED BY THE INSTALLER OR SERVICE SUPPLIED BY THE COMPANY MAY NOT BE COMPROMISED OR THAT THE SERVICES WILL IN ALL CASES PROVIDE THE PROTECTION FOR WHICH IT IS INTENDED. SINCE IT IS IMPRACTICAL AND EXTREMELY DIFFICULT TO FIX ACTUAL DAMAGES WHICH MAY ARISE DUE TO THE FAILURE OF SERVICE PROVIDED, IF NOT WITHSTANDING THE ABOVE PROVISIONS, THERE SHOULD ARISE ANY LIABILITY ON THE PART OF THE COMPANY, SUCH LIABILITY SHALL BE LIMITED TO $100.00 (ONE HUNDRED DOLLARS) THIS SUM SHALL BE THE COMPLETE LIMIT OF THE COMPANY’S LIABILITY AND SHALL NOT BE DEEMED AS A PENALTY. IN THE EVENT THE CUSTOMER WISHES THE COMPANY TO ASSUME A GREATER OR HIGHER LIMITATION OF LIABILITY, THE CUSTOMER MAY AS A MATTER OF RIGHT, OBTAIN FROM THE COMPANY A HIGHER LIMIT BY PAYING AN ADDITIONAL AMOUNT PROPORTIONED TO THE INCREASE IN DAMAGES, BUT SUCH ADDITIONAL OBLIGATION SHALL IN NO WAY BE INTERPRETED TO HOLD THE COMPANY AS AN INSURER. THE CUSTOMER AGREES TO AND SHALL INDEMNIFY AND SAVE HARMLESS THE COMPANY, ITS EMPLOYEES AND AGENTS, FOR THE AND AGAINST ALL THIRD PARTY CLAIMS, LAWSUITS, AND LOSSES ALLEGED TO BE CAUSED BY THE COMPANY’S PERFORMANCE, NEGLIGENT PERFORMANCE, OR FAILURE TO PERFORM ITS OBLIGATIONS UNDER THIS AGREEMENT.
10. It is understood and agreed to by and between the parties hereto, that if there is any conflict between this contract and the Customer’s purchase order or any other document, this contract will govern.
11. This agreement may not be assigned by the Customer, except upon the written consent of the Company first obtained.
12. The parties specifically agree that any notices required to be given under this agreement shall be made in writing and sent to the address of each party indicated herein, or such address as from time to time may be known by either party, that this agreement contains the entire understanding between the parties and may only be altered or modified by writing and signed by the parties: that this agreement shall not be assignable except upon the express written consent of the Company.
13. This agreement may be canceled at anytime with 30 days written notice by the Customer to the Company. There will also be an early termination payment due for each contract terminated. This $250.00 payment is due to the company in full at the time of the termination of this contract.
14. In the event that the client cancels their monitoring service it is their responsibility to organise a service call at our standard service rates to disconnect the dialer from the telephone line. ADACS will not accept of pay any call charges where the client has failed to do this as part of their cancellation.