Terms and Conditions for Benson Security Systems, Inc.

1. Introduction:

a. These Terms and Conditions become effective upon execution of Benson Security Systems, Inc.’s (“Benson”) proposal to perform services on Client’s behalf (“Proposal”). Together, the Proposal and these Terms and Conditions form the contract between Benson and Client (“Contract Documents”). Client agrees (a) that the Contract Documents represent the entire agreement between Benson and Client, superseding all other oral or written agreements between them, (b) that the Contract Documents govern the use of Benson’s services and Client agrees (c) to be bound by these Terms and Conditions. In the event that the Proposal and these Terms of Conditions conflict or are inconsistent, these Terms and Conditions shall control.

2. Terms:

a. Based on the Proposal, Client’s agreement with Benson is either a recurring contract or a sales contract. The term of sales contracts shall expire based on the terms of the Proposal or once all Services have been performed and accepted by the Client. Recurring contracts do not expire upon the conclusion of their term, but rather continue on a monthly basis, subject to a thirty (30) day cancellation notice provided in writing to Benson. Under a recurring contract, Benson shall continue to perform the Services agreed upon in the Proposal and continue to invoice Client for Services performed, and Client shall continue to pay Benson based upon such invoices until Client affirmatively terminates the Contract Documents under these Terms and Conditions.

3. Services:

a. Benson will perform the services described in the Proposal, including providing all labor, materials, or other services within the Proposal, or reasonably inferable from the proposal, that are necessary to complete the services outlined in the Proposal (“Services”). Client may request Benson to perform additional services beyond the scope of the Proposal that may require separate agreements.

4. Third-Party Services:

a. Client acknowledges and understands that Benson subcontracts monitoring services to a third-party. Client agrees and acknowledges that it shall not seek to hold Benson liable or responsible for any claims, damages whether consequential, indirect, or incidental, losses, or liabilities for the third-party monitoring subcontractor’s acts, errors, or omissions related to or arising from the third-party monitoring service.

5. Proposal Acceptance and Commencement:

a. The Proposal expires thirty (30) days from date Benson sent the proposal to Client. If Client does not timely accept the Proposal, Benson reserves the right to revise any or all portions of the Proposal.

6. Scope of Work:

a. Benson agrees to perform the scope of work as provided for in the Proposal. Plastering, patching, and painting are excluded unless stated otherwise in the Proposal. Client agrees to provide Benson with required field utilities (electricity, toilets, drinking water, project hoist, elevator service, etc.) to complete the Services without charge. Benson agrees to keep the jobsite clean of debris arising out of its own operations. Unless expressly included in the Proposal or separately agreed to by Benson in writing, Benson shall not be obligated to perform any work or service of any nature associated or connected with the identification, abatement, clean up, control, removal or disposal of environment Hazards or dangerous substances, to include but not to be limited to asbestos, PCBs, or mold discovered in or on the premises.

7. Payment:

a. Benson shall submit monthly invoices for progress payment to Client on the first of each month for Services Benson performs the preceding month. If the first day of a month falls on a holiday or weekend, Benson’s invoice shall be timely submitted on the first business day after such holiday or weekend.

b. Client shall pay Benson for all Services rendered pursuant to each progress payment invoice within ten (10) days of receipt of Benson’s monthly invoice. Client’s failure to pay Benson’s invoices may result in the suspension or termination of Services.

c. For sales contracts wherein Benson is exclusively selling labor and materials to the Client and Benson requires a 50% deposit upfront before any materials are ordered or any installation begins.

d. For recurring contracts, Client may pay monthly, quarterly, semi-annual, annual and/or for the full recurring contract upfront. If Benson and Client agree to such billing terms, Benson will bill Client, and Client shall pay Benson prior to the commencement of the subsequent billing cycle.

e. Client shall pay Benson’s invoices electronically. If electronic payment is not provided for recurring payments, an additional $5 per month will be applied to Client’s invoices as a processing fee.

f. Overdue invoices are subject to penalties of 1.5% per month, but not to exceed the highest amount lawfully allowed by contract in the state in which the Services are provided, on outstanding balances. Waiver of any one or more of penalties for outstanding balances shall not be a waiver of future penalties. Penalties shall begin to automatically accrue starting the day after which payment by Client is past due.

g. Client shall not back charge Benson for any cost or expenses without Benson’s written consent.

8. Materials:

a. Benson will seek reimbursement for materials and equipment necessary to perform the Services pursuant to the Proposal. Benson shall diligently seek to procure materials and equipment included in the Proposal to timely complete the Services. If the materials or equipment included in the Proposal become temporarily or permanently unavailable, Benson’s time for performance of the Services shall be extended to the extent necessary to obtain such materials or equipment, and in the event materials or equipment become permanently unavailable, Benson shall (a) be excused from furnishing said materials or equipment, and (b) be reimbursed for the difference between the cost of the materials or equipment permanently unavailable and the cost of reasonable substitute(s).

9. Warranties:

a. Option: All warranties under the Contract Documents shall be in accordance with the terms of the Proposal. CLIENT EXPRESSLY WAIVES AND DISCLAIMS ANY AND ALL WARRANTIES NOT PROVIDED FOR WITHIN THE PROPOSAL OR THESE TERMS AND CONDITIONS.

b. Option: Benson warrants that all labor provided pursuant to the Services shall be of good workmanship, consistent with the Proposal, and shall be free from defects, except those required by the Contract Documents or inherent in the Services. Benson shall be responsible for any corrective work related to such warranties for one (90) days, subject to the Contract Documents, and all material and equipment warranties shall be subject to the length and terms of the manufacturer’s warranty.

c. The warranties do not cover damages caused by misuse, abuse, neglect, or modification of the Services.

10. Limitation of Liability:

a. 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 to Benson for the specific services that gave rise to the claim. Benson shall not be liable to Client for any consequential, indirect, or incidental damages.

11. Delays:

a. Benson shall not be liable for any delay in the performance of the work resulting from or attributed to acts of circumstance beyond Benson’s control, including the acts or omissions of the Client, Owner or other Contractors or delays caused by Benson’s suppliers or subcontractors of any tier. Causes beyond Benson’s control shall include, but not be limited to acts of governmental authorities with jurisdiction over the Services, acts of terrorism, natural catastrophe, fire, storm, flood, earthquakes, accident, and prolonged shortage of energy. In the event of such delay, any completion date stated in the Proposal shall be extended by a period of time necessary by both Benson and Client, as determined in Benson’s sole and reasonable discretion. If such cause for delay remains in effect for a period more than thirty (30) days, Benson has the right to terminate the Contract Documents upon written notice to Client.

12. Indemnification:

a. To the fullest extent permitted by applicable law, Benson shall defend, indemnify, and hold harmless the Client from claims, losses, demands, injury, causes of action and liabilities directly arising out of Benson’s performance of the Services that are caused by Benson’s sole, gross negligence or willful misconduct. This paragraph shall not survive termination of the Contract Documents for Client’s default. Benson shall not be obligated to indemnify Client for claims arising solely from Client’s conduct or the conduct of Client’s employees and/or agents. The indemnity set forth in this Section shall be limited pursuant to Section 10 of these Terms and Conditions.

b. To the fullest extent permitted by applicable law, Client shall indemnify, defend, protect, and hold Benson harmless from any claims, losses, demands, damages, injury, causes of action, liabilities or expenses arising out of Client’s use of Benson’s Services including, but is not limited to, any damages caused by Client’s acts, errors, omissions, breach of contract, or violation of applicable laws.

13. Termination:

a. Benson and Client may terminate sales contracts under the Contract Documents upon thirty (30) days written notice to the other party. In the event of such termination, Client shall pay to Benson all (i) outstanding fees and charges for Services provided up to the date of termination, (ii) ordered materials and/or equipment, (iii) all costs associated with Benson terminating subcontractor and/or supplier agreements, and (iv) the cost of demobilizing Benson’s operations.

b. Benson and Client may terminate recurring contracts upon thirty (30) days written notice to the other party. In the event Client terminates the Contract Documents prior to the expiration of the Contract Document’s term, Client shall (i) pay to Benson the full amount due under the Contract Documents, regardless of progress and (ii) shall make such payment within ten (10) days of receiving Benson’s final invoice.

14. Governing Law:

a. The Contract Documents shall be governed by and construed in accordance with the laws of the state of Arizona.

15. Dispute Resolution:

a. The parties shall first seek to resolve any disputes arising out of or related to the Contract Documents, or Benson’s services through good-faith negotiations as the field level. If good-faith negotiations fail to resolve any such dispute after five (5) business days, the parties may seek to resolve any disputes through mediation conducted in pursuant to the American Arbitration Association’s Construction Industry Arbitration Rules and Mediation Procedures. Good-faith negotiations shall be a condition precedent to either party pursuing mediation. If mediation fails to resolve any such dispute after thirty (30) business days, either party may seek dispute resolution through binding, non-appealable arbitration in accordance with the rules of the American Arbitration Association’s Construction Industry Arbitration Rules and Mediation Procedures. Mediation shall be a condition precedent to arbitration. Any arbitration conducted pursuant to the Contract Documents shall occur 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:

a. Client may change, modify, or amend the Services without invalidating the Contract Documents, so long as such a change does not materially alter the scope of the Services, by modifying the Proposal, through a written and signed mutual agreement with Subcontractor (“Change Order”). Client agrees that if a Change Order increases the cost of the Services or the time to perform Services, Client shall pay Benson for the increase in costs for Services and shall agree to increase the time for Benson to perform the Services.

17. Benson Modifications:

a. WE RESERVE THE RIGHT TO UNILATERALLY MODIFY THE CONTRACT DOCUMENTS AT ANY TIME. If Benson modifies the Contract Documents, Benson shall notify Client of such modifications through electronic mail and provide Client ten (10) days to opt out of such modification, without penalty, and negotiate any updates to the Contract Documents. By failing to affirmatively opt out of and negotiate any change in the Contract Documents, and by continuing to perform under the Contract Documents beyond the opt out period, Client shall have accepted Benson’s modifications.

18. Assignment:

a. Neither Benson nor Client shall assign any of it rights, duties, or obligations under the Contract Documents without the prior written consent of the other party, which shall not be unreasonably withheld.

19. Notices:

a. All notices under the Contract Documents shall be delivered in writing by electronic mail to the party’s designated representatives as listed in the Proposal.

20. Severability:

a. If any term or provision of the Contract Documents is determined to be invalid, in conflict with any law, void or otherwise unenforceable, and provided the terms and provisions of the Contract Documents that are essential to the interests of Benson and Client remain substantially in effect, the parties agree that the remaining provisions of the Contract Documents will be given full force and effect and that the portion deemed invalid or unenforceable will be amended to the minimum extent necessary to become valid and enforceable. Any legal limitations now or hereafter existing that may affect the validity or enforceability of the obligations of this Agreement are made part of the obligations of the Contract Documents and shall operate to amend the obligation to the minimum extent necessary to bring the provision into conformity with the requirements of such limitations, and as so modified, the obligations shall continue in full force and effect.

21. Independent Contractor:

a. No term, covenant, condition, or provision of the Contract Documents shall be considered to create an employer and employee relationship, a master-servant relationship, or a principal and agent relationship between Benson and/or any of Benson’s employees and the Client. All parties to the Contract Documents attest that the relationship between Benson and Client shall be recognized as Benson acting as an independent contractor.

22. Attachments:

a. Client may attach any plans, schematics, drawings, details, or other information to assist Benson with the Services. Any such attachment made to the Contract Documents shall be made part of the Contract Documents. Client shall be responsible for any increased costs or damages, including consequential, indirect, or incidental damages incurred by Benson due to errors or omissions in any plans, schematics, drawings, details or other information provided by Client to Benson.

If you have any questions or concerns about these Terms and Conditions, please contact us.