Terms and Conditions
1. Introduction
These Terms and Conditions become effective upon execution of Benson Security Systems, Inc.'s proposal. The Proposal and these Terms and Conditions form the complete contract between Benson and Client. Client agrees that "the Contract Documents represent the entire agreement between Benson and Client, superseding all other oral or written agreements." If the Proposal and Terms conflict, the Terms control.
2. Terms
Sales contracts expire once services are completed and accepted. Recurring contracts continue monthly and require 30 days written notice for cancellation. Benson will continue performing services and invoicing until Client terminates the contract.
3. Services
Benson will perform services described in the Proposal, including all necessary labor and materials. Clients may request additional services requiring separate agreements.
4. Third-Party Services
Client acknowledges Benson subcontracts monitoring services to a third party and "shall not seek to hold Benson liable or responsible for any claims, damages...for the third-party monitoring subcontractor's acts."
5. Proposal Acceptance and Commencement
Proposals expire 30 days from the date sent. If not timely accepted, Benson reserves the right to revise any proposal portions.
6. Scope of Work
Benson performs the scope outlined in the Proposal. Plastering, patching, and painting are excluded unless stated otherwise. Client must provide required field utilities at no charge. Benson keeps its jobsite clean. "Unless expressly included in the Proposal...Benson shall not be obligated to perform any work...associated or connected with...asbestos, PCBs, or mold."
7. Payment
Monthly invoices are submitted on the first of each month for preceding month services. Client must pay within 10 days of invoice receipt. Failure to pay may result in service suspension or termination.
For sales contracts, Benson requires a 50% deposit before materials are ordered or installation begins.
For recurring contracts, payment may be monthly, quarterly, semi-annual, annual, or upfront.
"Client shall pay Benson's invoices electronically. If electronic payment is not provided for recurring payments, an additional $5 per month will be applied."
Overdue invoices incur penalties of 1.5% monthly (not exceeding state maximum). Client cannot back charge Benson without written consent.
8. Materials
Benson seeks reimbursement for necessary materials and equipment. If materials become temporarily unavailable, performance time extends accordingly. If permanently unavailable, Benson is excused from furnishing them and reimbursed for "the difference between the cost of the materials...permanently unavailable and the cost of reasonable substitute(s)."
9. Warranties
Warranties follow the Proposal terms. "CLIENT EXPRESSLY WAIVES AND DISCLAIMS ANY AND ALL WARRANTIES NOT PROVIDED FOR WITHIN THE PROPOSAL OR THESE TERMS AND CONDITIONS."
Benson warrants labor will be of good workmanship consistent with the Proposal and free from defects. Benson is responsible for corrective work for 90 days. Material and equipment warranties follow manufacturer terms.
Warranties do not cover damages from misuse, abuse, neglect, or modification.
10. Limitation of Liability
"Benson's liability for any claims arising out of or related to its services shall be limited to the amount of fees paid by Client." Benson is not liable for consequential, indirect, or incidental damages.
11. Delays
Benson is not liable for delays from circumstances beyond its control, including client acts, other contractors, supplier delays, governmental acts, terrorism, natural catastrophe, fire, storm, flood, earthquakes, or prolonged energy shortages.
Completion dates extend by necessary periods determined by Benson. If delays exceed 30 days, Benson may terminate the contract with written notice.
12. Indemnification
Benson will defend and indemnify Client "from claims, losses, demands, injury...directly arising out of Benson's performance...caused by Benson's sole, gross negligence or willful misconduct." This does not survive Client default termination.
Client will indemnify Benson "from any claims, losses, demands, damages, injury...arising out of Client's use of Benson's Services including...damages caused by Client's acts, errors, omissions, breach of contract, or violation of applicable laws."
13. Termination
Both parties may terminate sales contracts with 30 days written notice. Client must pay outstanding fees, ordered materials, subcontractor/supplier termination costs, and demobilization expenses.
Both parties may terminate recurring contracts with 30 days written notice. If Client terminates early, Client pays the full contract amount due within 10 days of final invoice.
14. Governing Law
"The Contract Documents shall be governed by and construed in accordance with the laws of the state of Arizona."
15. Dispute Resolution
Parties first attempt good-faith field-level negotiations. If unsuccessful after 5 business days, they may pursue mediation under American Arbitration Association Construction Industry Arbitration Rules.
If mediation fails after 30 business days, either party may pursue binding, non-appealable arbitration under AAA rules in Maricopa County, Arizona.
"THE PARTIES EXPRESSLY WAIVE ANY AND ALL RIGHTS TO RESOLVE DISPUTES UNDER THE CONTRACT DOCUMENTS BY OR THROUGH LITIGATION."
16. Changes in the Work
Client may change or modify Services via written Change Order if changes don't materially alter scope. Client agrees to pay cost increases and accept time extensions.
17. Benson Modifications
"WE RESERVE THE RIGHT TO UNILATERALLY MODIFY THE CONTRACT DOCUMENTS AT ANY TIME." Benson notifies Client via email with 10 days to opt out without penalty and negotiate. Continuing performance beyond 10 days constitutes acceptance.
18. Assignment
Neither party may assign rights, duties, or obligations without prior written consent from the other party.
19. Notices
All notices are delivered in writing by email to designated representatives listed in the Proposal.
20. Severability
If any contract term is invalid or unenforceable, remaining provisions remain in full effect. Invalid portions are amended minimally to comply with legal requirements while maintaining essential interests.
21. Independent Contractor
No employment, master-servant, or principal-agent relationship exists. "The relationship between Benson and Client shall be recognized as Benson acting as an independent contractor."
22. Attachments
Client-provided plans, schematics, drawings, and details become part of the Contract Documents. Client is responsible for increased costs or damages from errors or omissions in provided materials.