BEDFORD SECURITY SYSTEMS INC. SERVICE AGREEMENT 1. Subscriber's Responsibilities
In order to enable the installation and operation of the system’s equipment (“Equipment”), Subscriber shall be responsible for providing the following at own expense: a) access to Bedford Security Systems Inc. (“Company”), its employees, agents or contractors, to the premises during Company’s normal business hours and at such other times as may be agreed upon, b) continual electric supply to the Equipment in accordance with the manufacturer’s specifications as they may be amended from time to time by Company, c) monthly testing of Equipment (or more often as Company may specify from time to time in writing) and prompt notice to Company should any defects be found in the course of such testing, which is to be done in accordance with the manufacturer’s specifications, or as otherwise specified by Company, d) insurance coverage for Equipment for such risks as may be and are normally covered including protections against the usual insurable risks including fire, elements, acts of God, tampering and misuse, e) proper maintenance and repair to all doors, windows and other portions of the premises, f) telephone services lines and facilities including where necessary, telephone coupler or jack or both, g) for installation purposes, lifting and replacing of carpeting if required by Company, repairs and replacements to walls, window frames and other parts of the premises and removal by Subscriber of any fixtures, equipment or furnishings which may interfere with wiring and installation of Equipment provided hereunder, and h) safekeeping of all premises and Equipment during installation.
All labour and material for newly installed Equipment is guaranteed to be free from defect for a period of 1 year. Company reserves the right to install substitute components of equal quality in its reasonable opinion. Extended warranty for parts and labour is available at additional expense. Any defective systems or components thereof shall be repaired or replaced at Company’s cost and no other reimbursement for losses, costs or damages shall be payable to Subscriber. A service charge at Company’s prevailing rates at the time of service shall be made if the cause of the service call is not covered by the above warranty. If in its sole discretion Company deems it necessary to remove Equipment or parts thereof to its premises for repairs, it shall use reasonable commercial efforts to provide a replacement part or parts in order to permit Subscriber’s system to function but does not guarantee that this can be done in all cases. Any warranty does not cover batteries. The within warranty is the sole warranty given by Company to Subscriber and all other statutory or other warranties, express or implied, are hereby expressly excluded. SUBSCRIBER EXPRESSLY AGREES THAT THERE IS NO WARRANTY GIVEN BY COMPANY AS TO FITNESS OF THE ALARM SYSTEM OR MONITORING SERVICE (“Monitoring Service”) FOR ANY PARTICULAR PURPOSE AND FURTHER THAT HE HAS NOT ADVISED OR MADE KNOWN TO COMPANY ANY PARTICULAR LOSS OR DAMAGE HE MAY SUFFER OR INCUR AS A RESULT OF FAILURE OF COMPANY TO PERFORM ANY OF ITS OBLIGATIONS HEREUNDER.
3. Limitation of Liability
Subscriber agrees Company is not an insurer and Company is not assuming any risk for any damage, loss or injury that may result upon the failure of the alarm system to operate or from the failure of any monitoring of alarm signals to respond to an alarm signal, in both events, for any reason whatsoever. Subscriber also agrees that Equipment can fail for reasons beyond the control of Company or response from the municipal authorities or designated contacts can be slow or ineffectual. As such, this system is a deterrent and does not provide complete or unlimited protection or protection in lieu of insurance coverage. Subscriber’s payment to Company is for Equipment and for Monitoring Service only and not for protection or insurance. In the event of any loss or damage for any reason whatsoever, Subscriber’s sources of reimbursement are his/her own resources or property and liability insurers. The failure of the Equipment to function or for the recipient of any alarm signal to react properly, for any reason whatsoever, including Company’s or its agents’ or contractors’ negligence or gross negligence or substantial or fundamental breach of this Agreement, shall not give rise to any liability, for breach of contract, tort or otherwise, on Company’s part except to return to Subscriber payment of a reasonable value of its Monitoring Service not performed, fixed at and limited to the return of not more than the annual Monitoring Service fee in the year in which any such loss occurs, or in the case of any Equipment failure to the return of the market value of such Equipment at the time of loss which the parties agree constitutes a genuine pre-estimate of Subscriber’s potential damages and is therefore agreed by Company and Subscriber to be liquidated damages. COMPANY WILL NOT BE LIABLE UNDER ANY CIRCUMSTANCES, FOR ANY LOST PROFIT, ECONOMIC OR CONSEQUENTIAL DAMAGE OR FOR ANY CLAIM OR DEMAND AGAINST SUBSCRIBER BY ANY OTHER PERSON. SUBSCRIBER ACKNOWLEDGES THAT AT THE TIME OF MAKING OF THIS AGREEMENT OR PRIOR THERETO, COMPANY HAS NOT BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGE OCCURRING. Without limiting the generality of the foregoing, in no circumstances shall Company be responsible for any loss, damage, costs or expense suffered by Subscriber or any person claiming through him on account of, nor does any warranty given by Company cover any the following: a) any error or omission in doing any act or providing any goods or services required to be done or provided by Subscriber, b) damage to Equipment or any part of it by reason of any action or omission of Subscriber or his/her employees, servants, agents or contractors or by reason of any environmental condition including fire, water, wind, lightning or any other elements, any other act of God, fire explosion, misuse, tampering, vandalism, water, steam or any other peril for which Subscriber has insurance or which is usually insured by owners of premises similar to those of Subscriber or any other cause beyond the control of Company, c) any false alarm assessment, tax, fee or other charge that has or may be imposed or authorized by any government body relating to the installation or service provided under this Agreement or any refusal to respond, cancellation, or suspension by any police or law enforcement agency, d) power failure, power surges or variance or failure of telephone transmission lines, wireless cellular or telemetry connection, wired and/or wireless internet connection, wired and/or wireless local area network connection, Global Positioning System (GPS) or any other Equipment, e) tampering or attempted service to any part of Equipment, addition of equipment or other alarm monitoring systems by any person not authorized in writing by Company, f) misuses or malfunction of parts of Equipment not serviced by Company, g) failure of Subscriber to properly arm the alarm system or any part thereof, or to properly close doors, windows or other protected points or to test and replace batteries as required, h) changes to the premises as a result of renovation, construction, decoration or other alteration, storage of goods or lack of maintenance which may affect the performance of the alarm system or any part thereof, i) any delay in obtaining replacement parts from any manufacturer or supplier thereof, j) any delay in providing any goods or services for any reason beyond the control of Company, and k) charges for service calls prompted as a result of any of the foregoing.
4. Service Hours
Service representatives will be dispatched only between the hours of 9 a.m. and 5 p.m., Saturday, Sunday and Holidays excepted, save in a situation deemed an emergency by Company. Service may be arranged at other hours subject to availability of personnel and upon payment of the appropriate fees for same.
5. Security Interest
Subscriber understands and agrees until payment in full has been made of the total installation price, the entire system shall remain the sole property of Company and in addition to other rights that it might have, Company shall have a right of access to the premises for the purpose of removing said system, notwithstanding that it may be attached to a building, and Company shall not be responsible for any consequences resulting from such removal. Subscriber hereby grants to Company a security interest under Ontario’s Personal Property Security Act in Equipment installed until payment is made in full. Any automatic dialing or communication devices installed belong to Company, which shall have the right to automatic dialing or communication devices or to deprogram communication, at any time when Company’s Monitoring Service is discontinued. In the event that access is denied, Subscriber shall be liable to Company for current retail value of replacing such system as well as any other related costs or damages.
6. Binding Effect of Document
This Agreement when signed by Subscriber and accepted by Company’s representative shall constitute a binding contract of purchase and sale of Equipment and Monitoring Services described. If Company advises Subscriber to the contrary by written notice mailed within 15 calendar days following the date of this Agreement of its refusal to accept the terms and conditions outlined herein, then it shall not be binding on Company and any deposit paid hereunder shall be returned to Subscriber without interest or deduction. Where Subscriber does not allow Company to begin work within three months after acceptance hereof by Company, Company may at its sole option cancel this contract and retain the amount of any deposit paid. In addition to any other right or remedy it may have, in the event that any cheque tendered for payment for any goods or services hereunder is not honoured, Company may cancel this Agreement and retain any money paid hereunder as liquidated damages and not as penalty.
7. Assignability of Agreement
Neither this Agreement nor Company’s Monitoring Service Agreement are transferable without Company’s written consent to same. Subscriber shall provide not less than 30 days’ notice of any proposed transfer. Should Subscriber vacate the premises, or assign or attempt to transfer or assign its rights under agreement or Company’s Monitoring Service then Company may at its sole option suspend Monitoring Service without notice or terminate this Agreement, without prejudice to its rights to collect all amounts owing hereunder. Company shall have the right to assign this Agreement at any time without consent of Subscriber. In such event, Subscriber shall deal with, look for the performance of this Agreement to and have any remedies for breach of this Agreement against the assignee only and Company shall, upon such assignment, be released from any obligation to Subscriber within this Agreement.
8. Suspension or Cancellation of Monitoring Service
If Company’s alarm monitoring station is destroyed or damaged or ceases operation for any cause, or if due to Subscriber’s acts or omissions, including but not limited to, failure to follow Company’s recommendations for use and testing, repairs or replacement of the system or any part thereof, it is impracticable in Company’s sole opinion to continue service, or if in the sole opinion of Company cancellation of Monitoring Service is warranted, then Company may cancel Monitoring Service without notice and it shall not be liable for any damages as a result of terminating Monitoring Service except for a refund of any fees paid for any period after the date of cancellation.
9. Suspension or Cancellation by Police Agencies
If local police or law enforcement authorities refuse to respond to calls pertaining to Subscriber or any location serviced by Company or suspends response for any reason including but not limited to excessive numbers of false alarms, regardless of source, this Agreement shall not be terminated or suspended. Company shall continue to provide Monitoring Service and shall, in response to alarm signals, notify Subscriber’s private security service or other person designated, if any (local calls only).
10. Automatic Renewal of Monitoring Service Agreement
This Agreement shall automatically renew for an additional 12 months at the expiry of the Initial Term or any extension thereof, unless terminated by Subscriber by written notice at least three 3 months prior to the expiry date of the most recent term, whether it be the Initial Term or any subsequent term. Subscriber agrees to continue the Monitoring Service and to pay for same at Company’s prevailing rates from time to time for Initial Term period and subsequent terms renewed thereafter from year to year unless cancelled by Subscriber in writing with required notice as per the terms of Agreement. Company can terminate Agreement at any time, with or without notice or reason given to Subscriber. In the event of termination prior to the end of the Agreement term, Subscriber agrees to pay, in addition to any charges for services rendered prior to termination, 100% of the monitoring charge remaining to be paid for the unexpired term of the Agreement as liquidated damages and not as penalty. Subscriber agrees that monitoring fees may be increased at the discretion of Company. If the amount of any price increase for Monitoring Service is greater than the percent increase in the Consumer Price Index for Canada for the period or periods covered, then Subscriber may cancel the service when the proposed increase takes effect by sending written notice to Company within 30 days of the sending of notice of such increase. Failing cancellation, service shall continue at the increased price, all other conditions and terms remaining the same. Subscriber shall pay, in addition, the cost of any identification cards requested after initial set-up, any additional attendances to train Subscriber on the use of the system after initial set-up, service charges not covered by the warranty as aforesaid, any false alarm assessments, taxes, fees or charges that are imposed by any government authority, and any increase in charges to Company for telephone or other facilities required for transmission of signals.
11. Suspension or Cancellation for Non-Payment
Company may forthwith suspend or cancel Monitoring Service without notice if any payment is overdue or any cheque not honoured, in addition to any other right or remedy it may have.
Invoices are due upon receipt and interest will be charged at a rate of 2% per month (24% per year) on overdue accounts.
If more than one person signs this Agreement as a Subscriber then the rights, obligations and responsibilities of all such persons hereunder shall be joint and several.
Subscriber agrees to pay all costs incurred by Company, including but not limited to, lawyers’ fees on a solicitor and client scale for collection of any amount owed by Subscriber to Company or for repossession of any Equipment or for remedy of any breach of this Agreement or any attempt to do so.
15. Agreement Read in Context
Personal pronouns shall be deemed to include the singular, plural, masculine, feminine and neuter as the context requires in each case, and when applied in the plural, shall apply to such parties jointly and severally. Headings or marginal notes form no part of this Agreement and are inserted for convenience of reference only.
The provisions of this Agreement obligate the parties only to the extent that such provisions are lawful. If any provision of this Agreement shall be found to be invalid or unenforceable, the invalidity or unenforceability of such provisions shall not affect the other provisions of this Agreement and all provisions not affected by such invalidity or unenforceability shall remain in full force and effect.
This Agreement shall be governed by the laws of the Province of Ontario and parties submit and attorn to the jurisdiction of the courts of that province for all purposes of enforcement and interpretation of the same.
18. Alarm Response / Guard Service
Without limiting the generality of the Agreement, it is further understood
and agreed Company and/or its agents, shall at their discretion, furnish Subscriber with security response service to burglar alarm signals at locations provided. In responding to
alarms, Company will where possible determine if there are any signs of forced entry or other evidence
of burglary and if so notify appropriate Alarm Response, Guard Service, or Police authorities and/or Subscriber. Company agrees
that response will be as quick as given circumstances make possible, given the circumstances
of each alarm, including but not limited to, the accuracy of the information provided by the
Subscriber, weather conditions, road conditions, acts of civil disobedience, public demonstrations,
special events and acts of God.
19. Limitation of Liability Alarm Response / Guard Service
Subscriber understands and agrees the services provided by Company and/or its agents hereunder are alarm response services only and that the rates established herein are
based solely on the cost of service and, in the case of failure to perform such service and a
resulting loss, Company’s liability hereunder, if any, shall be limited to a sum
equal to the total of the periodic payments made by Subscriber for such service for one
year which sum shall be paid and received as equated damages whether such loss arises by
reason of negligence or want of skill on the part of Company, its servants or
agents, or for any other reason whatsoever against Company with reset to such
loss. Subscriber further understands and agrees that there is no representation or warranty by Company as to the adequacy of its response system and further that the response services
provided by Company do not in any way render Subscriber’s clients safe
from the possibility of theft, burglary, robbery or any other criminal act, among other things.
20. Entire Agreement
This Agreement constitutes the entire Agreement between Subscriber and Company. This agreement supersedes all prior representations, understandings, or agreements between Subscriber and Company. The parties agree that there are no other conditions agreed to, representations made or warranties given in connection with the making of this Agreement or pertaining to the goods or services provided by Company hereunder, expressed or implied. NO PERSON OTHER THAN A DULY AUTHORIZED SIGNING OFFICER OF COMPANY AND IN PARTICULAR NO SALES REPRESENTATIVE OR CONSULTANT HAS ANY AUTHORITY TO AMEND, WAIVE, SUSPEND OR IN ANY WAY ALTER ANY OF THE PRINTED TERMS OR CONDITIONS HEREIN CONTAINED OR TO MAKE ANY PROMISE, REPRESENTATION, CONDITION OR WARRANTY NOT PROVIDED HEREIN. THE TERMS AND CONDITIONS HEREIN SHALL PREVAIL OVER ANY INCONSISTENT OR ADDITIONAL TERMS OR CONDITIONS IN ANY PURCHASE ORDER OR OTHER LETTER OR DOCUMENT SUBMITTED BY SUBSCRIBER HEREWITH.
BEDFORD MEDICAL ALERT SERVICE AGREEMENT
This is an agreement between Bedford Security Systems Inc., operating as Bedford Medical Alert (“Company”), and Subscriber described below for the monitoring (“Monitoring Services”) of personal response equipment (“Equipment”), defined as a Communicator Unit plus one or more Help Pendants, Smoke Detectors, Carbon Monoxide Detectors, or other sensors/detectors/peripheral units and modules under the terms and conditions set out herein (“Agreement”). Subscriber hereby affirms that they are either: a) the owner of the property in which the Equipment will be installed, b) the individual using Company’s Monitoring Service, OR c) a substitute decision maker under a Power of Attorney for Personal Care and/or Property for the individual using Company’s Monitoring Service. Subscriber agrees that they have carefully read, understood and agreed to all of the provisions of Agreement. Subscriber has the right to terminate Agreement within 10 days of his/her signing and agreeing to the terms herein. Subscriber acknowledges a copy of this Agreement. An introduction fee may have been paid by Company with respect to this contract. Any notice to be given under this Agreement is to be given to Company’s Head Office address, or to Subscriber at the address provided to Company by Subscriber. Any address for notice may be changed by written notice. Notice will be deemed to be given 5 business days after mailing. VOIP: I have been advised and understand the potential impact that Broadband/VOIP may have on the Bedford Medical Alert Service. Line Seizure Jack: I have been advised and understand an optional line seizure jack may be required. GSM Cellular Secondary Pathway: I have been advised and understand the limitations of using a telephone line connection in association with the Monitoring Service provided by Company. Company acknowledges this Agreement with Subscriber and has provided Subscriber with a copy of this Agreement.
Subscriber will pay a monthly fee for Monitoring Service at Company’s prevailing rate established by Company from time to time and communicated to Subscriber together with any and all applicable sales, use and other taxes. Subscriber agrees to pay the Activation, Installation Fee or Set-up Charges if applicable. Company will give Subscriber 30 days’ notice of any rate change. Invoices are due upon receipt and interest will be charged at a rate of 2% per month (24% per year) on overdue accounts. Company retains certain recourse rights if any debit does not comply with this Agreement, including the right to receive reimbursement for any debit that is not authorized or that is inconsistent with this Agreement.
The Initial Term of Monitoring Service (“Initial Term”) shall begin on the Installation Date. Subject to the terms of this Agreement, Subscriber must subscribe to Company’s Monitoring Service for a term no less than the duration of the Initial Term. At the expiry of the Initial Term, this Agreement shall automatically renew on a month-to-month basis in perpetuity, unless Subscriber terminates Agreement with written notice of not less than 60 days. Subscriber may terminate this Agreement by giving written notice at least 60 days before the end of the Initial Term or any subsequent term. Company can terminate the agreement at any time with or without notice or reason given to Subscriber. Subscriber must pay all outstanding charges, including monthly Monitoring Service fees, up to the end of Initial Term or subsequently renewed periods.
3. Company’s Duties
Company will use reasonable commercial efforts to monitor the Equipment on a 24 hours per day, 7 days per week basis. If Company receives an emergency signal from the Equipment, Company will use reasonable commercial efforts to promptly notify the appropriate Police, Ambulance, Fire Department or other persons or entities (collectively, “Responders”) designated by Subscriber. Subscriber’s designated emergency contact(s) may be changed from time to time upon written notification by Subscriber to Company. In the case of Reminder Phone Equipment, Company will use reasonable commercial efforts to notify the contact designated by Subscriber (“Reminder Contact”) as same may be changed from time to time upon written notification by Subscriber to Company. If a Subscriber has a lockbox, and in the event Company needs to call Emergency Medical Services or other Responders to assist a Subscriber, Company will provide the location of the lockbox and key access code as provided by Subscriber to Company, if it has been provided, in order to gain access to Subscriber’s home. Company will not release information regarding Subscriber’s lockbox to any other individuals or organizations except Emergency Authorities, Responders, or other entities designated by Subscriber, and Company staff required to access this information to provide technical assistance related to lockbox operation. Subscriber agrees not to hold Company liable for any damages or injury resulting from misuse or gross negligence in use of the lockbox by Subscriber or any third party.
4. Subscriber’s Duties
Subscriber must review, read and follow the Equipment and service user manuals and associated materials. Subscriber will test the Equipment on a monthly basis. Subscriber acknowledges having received instructions pertaining to the operation, testing and maintenance of the Equipment provided to Subscriber by Company. If there are any problems with the Equipment, Subscriber shall notify Company immediately. Subscriber is responsible for programming reminder notices and for determining whether a particular reminder is critical and should generate a “Missed Critical Reminder Signal” to the Response Centre. Subscriber shall promptly notify in writing Company of any changes to its records, emergency contacts, designated Responders or other special notices. Subscriber understands and acknowledges that there may be a lapse in monitoring as a result of a change in address or Subscriber’s telephone number. Company may charge for any changes at its then current rate. Subscriber understands and acknowledges that in the event a telephone in Subscriber’s residence is in use at the time the Equipment has been triggered, the signal will not be transmitted to Company. To avoid such no-transmission of a signal, it is Subscriber’s responsibility to arrange for their telephone company to install a CA38A 0r RJ31X (“line seizure”) telephone jack. Subscriber is responsible for ensuring the Equipment is provided with the necessary electrical and telephone service, and government or municipal charges relating to the use of Equipment and monitoring of the Equipment. In the case of emergency responses, Subscriber is responsible for charges of emergency services or agencies or other persons responding to emergency signals, or failure of Subscriber to respond to attempts to contact Subscriber, and all other charges resulting for use and/or monitoring of the Equipment and any administrative costs of Company relating to the payment and/or collection of such amounts. Subscriber understands and acknowledges that the information provided to Company will be used by Company to provide Monitoring Services and administer Subscriber’s account and that from time to time Company may collect additional personal information for these purposes. Subscriber’s personal information may be disclosed to healthcare professionals, Responders, emergency response personnel, entities designated by Subscriber, and those individuals identified herein. Subscriber acknowledges and accepts that Company may record telephone calls for quality management and training purposes. If Subscriber has a lockbox, then Subscriber is responsible for maintaining the lockbox in an appropriate location and safeguarding the key access code. Company will receive notification as to the location and key access code of their lockbox and Subscriber will update information as necessary. Subscriber understands and agrees that if an emergency signal is received and if Responders or Emergency Authorities are unable to open the lockbox due to failure to provide information or incorrect information provided by Subscriber or due to mechanical failure, forced entry may be necessary to respond appropriately. Subscriber shall indemnify, hold harmless and defend any such Responder, emergency authority, Company and/or his/her agent or employer against all claims, suits, damages, or costs resulting from forced entry.
5. Forced Entry and Inactivity Alarms
Subscriber agrees that if ANY ALARM SIGNAL is received by Company and a Responder is sent to Subscriber’s home and Subscriber cannot let Responder into the home and Responder does not have a key, SUBSCRIBER AUTHORIZES RESPONDER TO BREAK INTO SUBSCRIBER’S HOME. SUBSCRIBER UNDERSTANDS THAT THIS MAY CAUSE DAMAGE TO THE HOME. SUBSCRIBER WAIVES ANY CLAIM AGAINST COMPANY OR ANY RESPONDER WHICH MAY ARISE AS A RESULT OF FORCED ENTRY INTO THE HOME. SUBSCRIBER SPECIFICALLY WAIVES ANY CLAIM FOR DAMAGE RESULTING FROM FORCED ENTRY AFTER AN INACTIVITY ALARM, EVEN IF SUBSCRIBER IS SIMPLY NOT HOME.
Subscriber is responsible for any loss or damage to the Equipment, including damage from fire or theft, according to Company’s then current price list. Except as otherwise provided, Company retains and reserves all property rights to, and absolute ownership of, the Equipment. As such, without limiting the generality of the foregoing, the Equipment may not be sold, loaned, leased or given to anyone by Subscriber. Subscriber shall immediately return Equipment to Company upon any termination of this Agreement in good condition, save and except for reasonable wear and tear. Alternatively, Subscriber will permit Company access to Subscriber’s premises to remove Equipment, and agrees to pay the applicable charges based on Company’s then current price for such service. Subscriber will not damage or misuse Equipment, or do anything which might affect the performance of Equipment. The Equipment may not be serviced without Company’s prior written consent. Subscriber will permit Company access to Equipment for inspection and maintenance upon request. Subscriber will ensure that Equipment is cared for, tested and used in strict compliance with instructions and monthly testing described in Agreement. Subscriber will maintain any markings placed on the Equipment.
Company must rely upon one or more of the following communication pathways to receive signals from the Equipment and to perform its Monitoring Services: a) telephone lines, b) a wireless cellular connection, c) a wired and/or wireless internet connection. If there are any problems with the telephone network, or other previously stated communication pathways, Company will not be able to monitor Equipment, and will not know whether Equipment has been triggered. Company has no obligation to perform Monitoring Service at any time when it is unable to receive telephone, wireless cellular, or internet connection signals because of any problems with the telephone network, with Subscriber’s telephone line, with the wireless cellular network, with Subscriber’s internet connection, or with any Equipment not supplied by Company. Subscriber understands and further acknowledges that using telephone service provided by the internet, broadband, VoIP or any other service for which Equipment is not specifically designed to utilize, presents additional risks for non-transmission of signals from the Equipment and on which the Equipment may not operate as intended. Company cannot properly perform its Monitoring Services if it is not informed of any change in the address, telephone number(s), telephone, cellular and internet connections, or emergency contact(s). Company is not liable for any delays or other problems resulting from incorrect information or for any other reason.
8. Interruption of Service
Company assumes no liability for interruption of Monitoring Service due to strikes, riots, floods, storms, earthquakes, fires, power failures, interruption of telephone service, interruption of wireless cellular service, interruption of internet service, acts of God, or any other cause beyond Company’s control including, without limitation, the activities of Subscriber or any third party or the damage, failure or destruction of Company’s Response Centre, Subscriber’s premises or the Equipment. Company will not be required to supply Monitoring Service to Subscriber during the interruption of service due to any such causes, and has no obligation to rebate any pre-paid fees.
Subscriber shall indemnify, defend and hold Company and its employees or agents harmless against any and all third party claims, including without limitation, claims by Responders and/or Reminder Contacts, other emergency personnel and persons whose property is in the custody of Subscriber, regardless of cause, including Company’s performance, or negligent performance or failure to perform, and including defects in installation, service operation or non-operation of the Equipment.
10. Warranties and Disclaimer
There is no representation, warranty, condition, right or remedy, written or oral, express or implied, statutory or otherwise, given or authorized by Company with respect to the Equipment, including without limitation, a warranty as to the merchantable quality, fitness for purpose or performance of the Equipment. It is understood and agreed by the parties hereto that Company is not an insurer and that insurance, covering loss of life, personal injury and property loss or damage on Subscriber’s premises shall be obtained by Subscriber; Company is being paid to monitor a system designed to reduce certain risks of loss and that the amounts charged by Company are not sufficient to guarantee that no loss will occur; Company is not assuming responsibilities for any loss which may occur even if due to Company’s negligent performance or failure to perform any obligation under this Agreement. Subscriber assumes all risk of loss or damage to premises or the contents thereof, or loss of life or personal injury. Subscriber has read and understands all of this Agreement.
COMPANY IS NOT LIABLE FOR ANY DELAY IN RESPONSE TIME OR NON-RESPONSE TO A SIGNAL FROM THE EQUIPMENT, ITS ONLY OBLIGATION UNDER THIS AGREEMENT BEING TO USE RESONABLE COMMERCIAL EFFORTS TO MONITOR EQUIPMENT AND TO ATTEMPT TO CONTACT THE RESPONDERS AND/OR REMINDER CONTACT(S) OR ALTERNATE EMERGENCY RESPONSE SERVICES IN THE EVENT OF AN EMERGENCY SIGNAL. COMPANY, ITS EMPLOYEES AND AGENTS WILL NOT BE LIABLE FOR PERSONAL INJURY, PROPERTY DAMAGE OR ANY SPECIAL OR CONSEQUENTIAL DAMAGE OR FOR THE NATURE OF ANY SPECIAL OR CONSEQUENTIAL DAMAGE OR FOR THE NATURE OF ANY RESPONSE TO ITS CALL(S). COMPANY WILL NOT BE LIABLE FOR ANY CHARGES OF EMERGENCY SERVICES OR OTHER AGENCIES, OR FOR ANY TELEPHONE COMPANY, WIRELESS CELLULAR COMMUNICATION COMPANY, INTERNET COMMUNICATION COMPANY OR OTHER COMMUNICATION COMPANY SERVICE CHARGES. COMPANY DOES NOT WARRANT THAT THE MONITORING OF THE EQUIPMENT MIGHT PREVENT ANY LOSS OR DAMAGE, OR THAT THE SYSTEM INSTALLED BY THE PROGRAM OR MONITORING SERVICES SUPPLIED BY COMPANY MAY NOT BE COMPROMISED OR THAT THE MONITORING SERVICES WILL IN ALL CASES PROVIDE THE PROTECTION FOR WHICH IT IS INTENDED.
12. Entire Agreement/Modification
This Agreement constitutes the entire agreement between Subscriber and Company. No person installing, servicing or otherwise dealing with the Equipment is or shall be authorized to act in Company’s name or on its behalf or to bind Company in any way. This Agreement supersedes all prior representations, understandings or agreements of the parties. No person other than a duly authorized signing officer of Company, and in particular no sales representative or consultant has any authority to amend, waive, suspend, or in any way alter any of the printed terms and conditions herein contained or to make any promise, representation, condition, or warranty not provided herein. The terms and conditions of this Agreement shall prevail over any inconsistent or additional terms or conditions in any purchase order or other letter or document submitted by Subscriber herewith. The parties agree that this Agreement is to be governed by the laws of the province in which Subscriber resides.
The provisions of this Agreement obligate the parties only to the extent that such provisions are lawful. If any provision(s) of this Agreement shall be found to be invalid or unenforceable, the invalidity or unenforceability of such provisions shall not affect the other provisions of this Agreement and all provisions not affected by such invalidity or unenforceability shall remain in full force and effect.
It is the express wish of the parties that this document be written in English.
15. Agreement Read in Context
Personal pronouns shall be deemed to include the singular, plural, masculine, feminine and neuter as the context requires in each case, and when applied in the plural, shall apply to such parties jointly and severally. Headings or marginal notes form no part of this Agreement and are inserted for convenience of reference only.