For Our Portable Surveillance Unit Customers

PLEASE READ THESE GENERAL TERMS AND CONDITIONS CAREFULLY BEFORE SIGNING THE SERVICES AGREEMENT.

THESE GENERAL TERMS AND CONDITIONS FORM PART OF AND ARE INCORPORATED INTO THE SERVICES AGREEMENT. FEDORA INTERTECH (THE “COMPANY”) AND ITS WHOLLY-OWNED SUBSIDIARIES FEDORA SECURITY, LLC; INTERTECH SECURITY, LLC; UNIVERSAL MONITORING, LLC; AND PREMIER SECURITY SYSTEMS, LLC ARE WILLING TO PROVIDE SERVICES TO YOU (THE “CLIENT”) ONLY ON THE CONDITION THAT YOU ACCEPT ALL OF THESE TERMS AND CONDITIONS 

1.      Scope of Work; Fees

Company shall provide the services listed in the Scope of Services (the “SoS”) section of the Services Agreement (the “Agreement”), which may be updated from time to time by the parties hereto by their respective signatures on a new Agreement. All changes in the services to be provided will be contained in an Agreement signed by both the Company and the Client. The Client agrees to pay the fees listed in the Agreement by the date specified in the Agreement. Equipment and service fees are billable at the prices specified, plus taxes where applicable. All Sales Use and Monitoring Taxes if applicable are not included.

2.      Pricing and Payment Terms

Payments shall be made pursuant to the instructions specified in the invoice or by check to the address on the invoice. Payments are due within 30 days of the invoice.

The Company reserves the right to add a late charge of 5% per month, or the highest amount permitted by law if lower, on any account balance not paid in full within seven days of the due date, plus all costs of collection. Company reserves the right to terminate this agreement or any order, or to suspend its performance, with formal 72 hours’ notice, upon Client’s failure to perform its obligations under this agreement, including, without limitation, any failure to pay amounts due hereunder.

Client shall pay a reconnection charge if service is suspended or terminated due to client’s failure to make timely payments on invoices or within 30 days receipt of invoice.

3.      Duties of the Client

Client is responsible for consistent (uninterrupted) power.

Client grants to Company and its personnel the continuing right to access the project site to perform its duties in this Agreement and authorizes Company, its agents and contractors to install, inspect, test and repair all equipment, supplies and materials as and when necessary or appropriate, as determined by the Company in coordination with the Client’s field staff.

Client is responsible for cleaning the cameras routinely or as requested by Company from time to time.

Client is responsible for complying with applicable legal requirements and the requirements of insurance providers. For all surveillance systems, Client will provide, at its sole cost and expense, the required power to the installation site of each pole/camera box requiring power.

Client is required to provide at least 10 business days advance notice to schedule the relocation of equipment.

Client shall at all times keep Company advised of its daily and holiday opening and closing schedule, if applicable, and of all persons authorized to enter premises during its closed hours and a call list of individuals designated to receive notice in the event of an alarm signal/visual detection from or at the site (such information is referred to as ” Instructions”). It is Client’s responsibility to regularly maintain and update the Instructions in the Operations Procedures section of the Scope of Services.

It is Client’s duty to notify Company of site changes that require changes in security equipment or scheduling. Client authorizes Company to make any changes in or alterations to the equipment made necessary by any changes in the Client’s site, property or equipment after the original installation has been completed and Client agrees to pay Company the cost thereof at Company’s and the Client’s agreed upon labor and equipment rates.

Client will obtain and keep in effect, at Client’s sole expense, all permits or licenses that may be required for the installation and operation of the System.

Client is required to call the monitoring company at the number to be provided by the Company from time to time if the Client will be on the site during monitoring hours and give duration on the site. Once the Client notifies the Company, the Company will suspend monitoring until the end of the duration provided, or the next scheduled monitoring cycle, whichever comes first.

4.      Duties of the Company

Company shall assign, direct, and supervise its employees, agents and contractors at the premises to which the Agreement applies in accordance with the SoS.

In the event of an alarm signal/visual detection, Company’s sole obligation shall be to (i) communicate to Client’s representative, as identified in the Instructions, that an alarm signal/visual detection has been received, and (ii) to advise applicable law enforcement authorities of the alarm. In the event Company cannot reach one of the persons identified on the alarm signal/visual detection call-list in the Instructions, Client agrees that Company’s sole obligation shall be to leave a voicemail or other recorded message, if voicemail or another recording device is available. If no voicemail or recording device is available, the sole obligation of Company shall be to telephone and determined that no voicemail or recording device is available at the numbers identified in the Instructions. Company reserves the right to substitute a voicemail message with an email message in an attempt to notify the Client.

Company will use commercially reasonable efforts to coordinate with any security company providing on-site security as requested by Client.

5.      False Alarms

The Company and the Client agree to work together and use commercially reasonable efforts to eliminate any false alarms.

6.      Term and Termination

Each party shall have the right to terminate this Agreement by providing written notice to the other party at least 30 days prior to the desired date of termination. Written notices of termination shall be provided (i) to Company by e-mail at [email protected], or by U.S. mail, commercial carrier or hand delivery to FIT PSU Support, 1330 Sharon Road West, Charlotte, NC 28210, (ii) to Client pursuant to the instructions in the Operations Procedures section of the Agreement.

At the expiration or termination of the Agreement or in the event of any uncured default in performance by Client, Company is authorized to enter upon Client’s site and to remove all or any portion of the equipment, materials and supplies provided by Company. Company may elect to abandon all or any portion thereof. Company agrees to promptly repair to Client’s reasonable satisfaction and at Company’s sole cost and expense any damage caused by the installation, operation and / or removal of the equipment, materials and supplies.

Removal of the System shall be without prejudice to the collection of any and all amounts due under the Agreement, including any extensions or renewals thereof.

7.      Personal safety

The company’s services are not intended to provide, and should not be substituted for providing, personal protection and/or safety to any persons, or protection for any equipment, on client’s property. Accordingly, Company shall have no liability to Client or to any third party relating to the personal protection and/or safety of any persons or the protection of any equipment, on Client’s property, except in the event of loss due to the gross negligence of Company or malfunction of its equipment.

8.      Indemnification

The Company shall indemnify and hold Client and its officers, directors, employees, contractors, and agents harmless from and against claims, damages, losses and expenses, (including, but not limited to professional fees), attributable to bodily injury death, or to destruction of tangible property, but only to the extent caused by (a) the gross negligence or willful misconduct of Company while on Client’s site or b) Company’s breach of the Agreement.

In any event, the Company’s total liability under this indemnification shall be limited to the amount of all payments made by Client under the Agreement and the applicable SoS.  In no event will this indemnity cover consequential or punitive damages.

9.      Insurance

The Company shall Maintain the following insurance coverage at all times during the term of the Agreement, and shall provide certificates of insurance to the Client prior to beginning work hereunder and promptly upon expiration and renewal of each coverage identified therein:

Workers’ Compensation:

Coverage A.            Statutory Benefits

Coverage B.            Employers’ Liability limits of not less than:

Bodily Injury by accident                       $1,000,000 each accident

Bodily Injury by disease                         $1,000,000 policy limit

Bodily Injury by disease                         $1,000,000 each employee

Where permitted by law, coverage must include a waiver of subrogation endorsement in favor of, and naming, Client and its owners, subsidiaries, partners, partnerships, affiliated companies, successors and assigns.

Commercial General Liability coverage (equivalent in coverage to ISO form CG 00 01) of not less than:

Each Occurrence Limit$1,000,000
Personal Advertising Injury Limit$1,000,000
Products/Completed Operations Aggregate Limit$1,000,000
General Aggregate Limit$2,000,000

Umbrella Liability Coverage:

Each Occurrence and Aggregate                                                        $4,000,000

Commercial Auto Coverage:

Automobile Liability coverage (equivalent in coverage to ISO form CA 00 01) of not less than $1,000,000 combined single limit, each accident, covering all owned, hired and non-owned autos.

The Commercial General Liability and Umbrella Liability policies carried by Company shall be primary to and noncontributory with the insurance afforded to Client, and shall name the Client and its owners, partners, officers, directors, managers and employees (“Client’s Parties”) as an additional insured with respect to liability arising out of work performed by Company.

Where permitted by law, the Workers Compensation coverage must include a waiver of subrogation endorsement in favor of, and naming, Client including its subsidiaries, partners, partnerships, affiliated companies, successors and assigns.

Company shall provide to the Client no less than thirty (30) days’ notice prior to the termination or cancellation of each such insurance policy listed above.

10.         Disclaimer of Warranties

Company makes no warranty, express or implied, that the systems it installs or the services it furnishes will avert or prevent occurrences, or the consequences therefrom, which the systems and services are designed to detect.  The Company disclaims all warranties of merchantability or fitness for a particular purpose.

11.         General Provisions

All title to, ownership of, and all rights in patents, copyrights, trade secrets and any other intellectual property rights in the products and services to be provided pursuant to the Agreement shall remain the Company’s property.

The Company is not liable for any monitoring equipment (sometimes referred to as the “System”) failure due to a power outage beyond Company’s control. Client acknowledges and agrees that signals which are transmitted over the telephone or cellular lines or via the internet are wholly beyond the control of Company and Company is not liable for any interruption due to utility or service provider failure.

Services performed under the Agreement shall be deemed accepted by Client unless written proof of claim is made to Company no later than ten (10) days after services are completed.

Either party may assign the Agreement upon notice to the other party hereto.

The Agreement shall be governed by the laws of the State of North Carolina without reference to conflict of laws doctrine. If any provision of the Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remaining provisions shall nevertheless continue in full force and effect.

No waivers or modifications shall be valid unless the same are in writing and executed by the parties hereto. The Company may record phone calls for quality assurance, training, accuracy, and evidence.

The Client owns the rights to all recorded video and may use video footage for any purpose, including, evidence, marketing and training purposes.

There are no third-party beneficiaries of the Agreement.

Fedora Intertech PSU Terms and Conditions Rev. 1.0 (17 Dec 2021)