ADDITIONAL TERMS AND CONDITIONS
1. TERMS OF AGREEMENT. Except as otherwise provided herein, this agreement shall be in force and effect for an initial term of ( 5) year(s) (“Initial Term”) commencing on the date of installation of the System and shall continue thereafter for successive one ( 1) year terms at the then current renewal rate for Monitoring services provided that either party may terminate this Agreement at the end of the term by giving at least thirty (30) days prior written notice. WEBB may terminate this agreement upon not less than seven days prior written notice in the event of any breach of this Agreement by CUSTOMER, including the failure to pay charges when due. In the event of termination, prior to the expiration of the then current term CUSTOMER agrees to pay, in addition to any charges for monitoring rendered prior to the termination, a cancellation charge equal to forty percent (40%) of the monthly charges remaining for the unexpired term of the Agreement. This charge is acknowledged to be liquidated damages and is a genuine pre-estimate of WEBB’s damages not a penalty. In addition to any other right that it may have, WEBB shall have the right to have access to the Customer’s premises for the purposed of removing the system in the event of non-payment of the purchase and installation price, notwithstanding that it may be attached to a building and WEBB shall not be responsible for any consequences resulting from such removal.
2. LIABILITY. CUSTOMER ACKNOWLEDGES THAT: (A) WEBB IS IN THE BUSINESS OF SELLING, INSTALLING, SERVICING AND MONITORING SECURITY SYSTEMS AND THAT NO MATTER HOW GOOD THE SYSTEM IS OR HOW CAREFULLY IT IS INSTALLED AND SERVICED THE POSSIBILITY OF FAILURE STILL EXISTS: (B) WEBB IS NOT AN INSURER AND THE CHARGES FOR MONITORING ARE NOT IN THE NATURE OF AN INSURANCE PREMIUM: AND (C) CUSTOMER BEARS THE RESPONSIBILITY OF OBTAINING INSURANCE AGAINST RISK, INCLUDING SUCH RISK AS THE SYSTEM IS DESIGNED TO DETECT OR AVERT. WEBB WILL NOT BE LIABLE IN ANY WAY FOR ANY CLAIM, LOSS, DAMAGE OR EXPENSE, INCLUDING WITH LIMITATION ANY CLAIM LOSS OR EXPENSE RELATING TO PERSONAL INJURY OF THE CUSTOMER RO ANY OTHER PARTY. THE CUSTOMER AGREES TO INDEMNIFY WEBB WITH RESPECT TO ANY CLAIM, LOSS OR DAMAGE OR EXPENSE, INCLUDING WITHOUT LIMITATION ANY CLAIM BY A THIRD PARTY.
3. CHARGES AND PAYMENT. WEBB shall be entitled to issue, on an installment basis, invoices for chargeable services and the supply of equipment upon the provision of the service or equipment as the case may be. If installation is delayed by any reason other than the fault of WEBB, WEBB may issue invoices for the supply of equipment on the estimated installation date set out on the face of this Agreement. Annual charges are payable in advance and invoices may be issued thirty (30) days prior to the commencement of services. All invoices are due and payable within thirty (30) days of issue, interest charges of 24% per annum will apply on all overdue accounts. WEBB may terminate this Agreement without notice in the event of any breach of this Agreement by CUSTOMER; including CUSTOMER’S failure to pay invoices when due. The CUSTOMER agrees to pay, in addition to the charges listed herein, any new or increased assessments, taxes, fees or other charges imposed in respect of the Security System by any municipality, government, police department, government agency, or public or private utility. Irrespective of the cause, the CUSTOMER is responsible for fines as a result of false alarms and for dispatch charges levied to WEBB by the police, any telecommunications authority, or other body where police or other party have been dispatched in response to an alarm signal received by WEBB. Where any such charge is levied to WEBB, the CUSTOMER agrees to pay the charge plus a handling fee as determined by WEBB. Any suspension of police or other response due to false alarms will not relieve the CUSTOMER from the obligation to pay the charges set out in this Agreement. WEBB shall have the right to increase the annual charges provided herein at any time after the expiration of one year from the commencement of the term of this Agreement. Should the CUSTOMER cancel this Agreement prior to the expiration of the initial term, the CUSTOMER shall pay to WEBB a cancellation fee representing 40% of the summed annual charges remaining on the Agreement, such amount being the estimate of the parties of the damages, which will be suffered as a result of any such termination.
4. LIMITED WARRANTY. All equipment provided hereunder is warranted to be free from defects in material and workmanship for the period of one (1 ) year. The warranty shall commence at the time of system commissioning and continue without interruption or alteration. The sole and exclusive remedy of the CUSTOMER shall be the repair or replacement (at WEBB’s option) of defective equipment. The warranty will provide no charge for parts and/or labour for correction of problems as a result of defects in material or workmanship, including regular wear and tear, but does not cover CUSTOMER negligence, abuse, misuse, or acts of God. Expendable materials or supplies such as, but not limited to lamps, fuses, printer ink, batteries, and printer paper are not covered under this warranty. Such repairs shall be undertaken during normal office hours, unless after hour service is requested by CUSTOMER in which case overtime charges will be applied at the then current rate. Software provided hereunder is supplied on an “as is” basis without any warranties unless otherwise specified in the proposal. The warranty stated herein is the sole and exclusive warranty and remedy applicable to the equipment and software provided by WEBB. CUSTOMER agrees to waive all other warranties whether expressed or implied, including without limitation the warranties of merchantability and fitness for a particular purpose. The warranty shall be voided if at any time the CUSTOMER or any other party not authorized by WEBB makes any modification to the system or equipment or makes any attempt at repairing any of the equipment without WEBB’s approval. The warranty shall also be voided if at any time equipment or material not supplied by WEBB is connected to the system without WEBB’s approval. Such approval shall not be withheld by WEBB unless WEBB deems such equipment or material not to be compatible with the system. EXCEPT AS STATED IN WRITING OR ANY ATTACHMENT, ALL RISK OF LOSS OR DAMAGE TO THE SECURITY SYSTEM, HOWEVER CAUSED, INCLUDING NORMAL WEAR AND TEAR AND CAUSES OUTSIDE THE CONTROL OF WEBB, SHALL BE THE RESPONSIBILITY CF THE CUSTOMER AND THE CUSTOMER SHALL PAY TO WEBB THE COSTS OF REPAIR OR REPLACEMENT AT WEBB’s THEN PREVAILING RATES FOR LABOUR AND/OR MATERIAL.
5. INSTALLATION. WEBB shall not be required to undertake work involving installation, periodic inspection, and testing of the Security System on the CUSTOMERS premises other than between 8:00 a.m. and 5:00 p.m. on days excluding Saturdays, Sundays and Holidays. Any exceptions to these work periods are to be mutually agreed upon by WEBB and the CUSTOMER with the latter paying any additional costs incurred for work done other than during such work periods. WEBB shall not be liable for delays in installing or repairing the Security System or for any interruption of any service to be provided hereunder due to strikes, floods, riots, fires, explosions, acts of God or any other cause beyond the control of WEBB, and shall not be required to supply any service to the CUSTOMER while interruption of such service due to any such cause shall continue. Service charges shall cease until service is resumed. The CUSTOMER hereby authorizes WEBB and its duly authorized employees and agents to enter the premises for the purposes of installing, inspecting, repairing and removing the Security System. The CUSTOMER agrees to maintain, at its own expense, the doors, windows, sprinkler system, if any, and other protected portions of the premises in a condition of proper repair and to make good any defects which may impair the rendering of the service provided hereunder. The CUSTOMER agrees to and accepts all damage to the premises, which may be caused by the installation, repairing and removal of the Security System. WEBB agrees to use reasonable care in installing, repairing and removing the Security System. The CUSTOMER shall forthwith notify WEBB of any structural alteration of, or repairs or any other modification to the premises, which might affect the Security System.
6. TITLE. Title to equipment purchased by the CUSTOMER remains with WEBB until the purchase price is paid in full. Failure to pay the purchase price when due shall give WEBB the right, without any liability, including any obligation to repair or redecorate the premises, to repossess the equipment.
7. MONITORING. When a digital communicator is the basis for communication to the WEBB monitoring station, the CUSTOMER acknowledges that an alarm signal will not reach the WEBB monitoring station in the event that the communication services are out of operation for any reason whatsoever, including tampering of the telephone transmission lines or devices. It is the responsibility of the CUSTOMER to make periodic tests of the signals from the alarm system to the WEBB monitoring station. Prior notice must be given to WEBB before commencing a test, to avoid a false alarm. CUSTOMER acknowledges that acquiring a dedicated supervised communicator at an additional cost may materially reduce the possibility of communication services failure.
8. GENERAL. This Agreement is not binding on WEBB until received and approved by a WEBB Manager. In the event such approval is not given, the only liability of WEBB shall be to return to the CUSTOMER the amount, if any, paid to WEBB upon the signing of this Agreement. The CUSTOMER may not assign this Agreement without prior consent in writing of WEBB. WEBB may assign all or any of its rights or obligations hereunder. Any notice required or contemplated hereunder shall be sufficiently given if mailed by prepaid registered post to WEBB or to the CUSTOMER at the premises, and shall be conclusively deemed to have been given and received on the third business day after it is so mailed. This Agreement constitutes the entire contract between WEBB and the CUSTOMER and no agreement, understanding, representation or warranty, either express or implied, other than as contained herein shall in any way change, vary, alter, add to or modify the terms hereof. The CUSTOMER agrees that any waiver of any default or defaults by WEBB hereunder shall not constitute a waiver of any subsequent default or defaults or be construed as a representation that WEBB has waived any subsequent default or defaults. CUSTOMER acknowledges and agrees that CUSTOMER is solely responsible for the selection of the configuration of equipment and the resulting level of protection and that additional protection may be obtained over and above that provided under this Agreement at additional cost to CUSTOMER. Any purchase order issued by CUSTOMER accepting a WEBB proposal made in this proposal shall be deemed to be acceptance of the CUSTOMER of the terms and conditions herein notwithstanding any terms and conditions on the purchase order. This Agreement shall be governed by and construed in accordance with the laws of the province in which the equipment is located. If any provision of this agreement is illegal, invalid, or void under any applicable law, such provision should be considered deleted, remaining provisions shall not be impaired and the agreement shall be interpreted as far as possible so as to give effect to its stated purposes. The parties agree that it is their expressed wish that this Agreement and all related documents be drawn up in the English language.