Security Engineers Terms & Conditions
1. Professional Services
1.1 Scope of Services: Subject to the terms and conditions of this Agreement, Service Provider is hereby retained by Client, and Service Provider agrees to provide professional services as previously specified. Client may, but is not obligated to, engage Service Provider to perform additional Services upon mutually agreed terms and conditions.
1.2 Service Requirements
Service Provider agrees to use sound and professional principles and practices in accordance with normally accepted industry standards in rendering Services hereunder, and Service Provider further agrees that performance shall reflect the best professional knowledge, skill, and judgment of Service Provider. Service Provider shall furnish competent personnel for fulfillment of its obligations. Client agrees that any personnel of the Service Provider shall be permitted to work at any Client location without limitation except for extremely rare circumstances when a restriction on a Service Provider employee’s sex, religion, or national origin may be reasonably necessary to carrying out a specific job function in the normal operation of the Client’s business due to a Bona Fide Occupational Qualification agreed to between the Client and Service Provider in writing, Client may request removal of Service Provider personnel from Client locations for cause when the Client deems Service Provider personnel unsatisfactory to perform Services due to a failure by such personnel to comply with the terms and conditions and conditions imposed on Service Provider as set forth herein and such personnel shall be removed immediately.
1.3 Relationship of Parties: Service Provider will determine the method, detail, and means of performing the Services. At its own expense, Service Provider may use employees or contractors to perform Services under this Agreement. Client hereby acknowledges and agrees that the Service Provider, its agents, servants, officers, and employees are independent contractors and are not agents, servants, officers, or employees of the Client. Client agrees it will not solicit or employ directly or indirectly any person who has been employed at Client facility by Service Provider for a period of three hundred sixty‐five (365) days following the last day on which Service Provider employed such person without prior written consent of Service Provider.
1.4 Service Provider Proprietary Material: Client does not under this Agreement acquire any ownership rights in and/or to any documentation, tools, techniques, methodologies, software, or other material which has or is created or developed as part of the Services to be rendered hereunder which is proprietary to Service Provider (“Service Provider Proprietary Material”).
1.5 Third‐Party Proprietary Material: If applicable, Client shall be responsible for obtaining any necessary licenses for Third‐Party Proprietary Material.
2. Compensation.
2.1 Fees and Expenses: For Services provided by Service Provider pursuant to this agreement, Client agrees to pay the Service Provider acknowledging Service Provider shall be compensated in accordance with the 2023 price increase letter.
2.2 Payment: Any fees associated with use of a third‐party payment vendor by the Client will be added to the Client invoices as a direct bill back charge. Client is responsible for all fees associated with payment of invoices to the Service Provider. If Client remits payment via credit card, a 3% service fee will be incurred and added to the total invoice balance. Client acknowledges and agrees it will be obligated to pay Service Provider all credit card service fees upon tender of payment via credit card.
2.3 Overdue Invoices: In addition to any other remedy available to Service Provider for late payments, Client acknowledges and agrees it will be obligated to pay Service Provider interest for fees and charges not paid within thirty (30) days after the invoice date at the compounded rate of 18 percent, which is 1.5% per month or the maximum allowed by law, whichever is less for each month (or partial month), calculated from the date such payment was due until the date paid. If Client elects to discontinue Services and does not pay the outstanding fees and charges in full within thirty (30) days of such election, Client will continue to owe and be charged interest until the balance is paid in full. Client will be responsible for any costs, including attorney’s fees, incurred by Company in collecting any past due amounts under this Agreement.
2.4 Disputed Charges: Client shall not withhold payment of any invoice on the basis of any dispute other than on the basis of clear error on the face of the invoice, such as a calculation error. Payment by Client will not preclude Client from questioning any charges that Client believes are improper or incorrect, within twenty (20) days after the invoice date. If Client disputes any charge on a given invoice, Client will pay all non‐disputed charges and document the disputed charges in writing to Service provider. Client will notify Service Provider in writing, no later than twenty (20) days after the invoice date, of any questions or issues relating to items billed on an invoice or all fees and charges will stand.
2.5 Taxes: Client agrees to be responsible for paying all direct or indirect federal, state, municipal or other governmental excise, sales, lease, or similar taxes, that now or in the future may be imposed on Client, together with any penalties, interest or any additions thereto associated with the Services hereunder or arising as a result of or in connection with transactions under this Agreement, other than taxes related to Service Provider’s net income or property. Service Provider agrees to be responsible for all licenses, permits and payroll taxes as required for the service type(s) contemplated by this Agreement.
3. Term and Termination
3.1 Term: The terms of services as provided remains in effect as previously specified and will renew thereafter for like periods for three (3) consecutive periods unless otherwise earlier terminated or renegotiated by either party as provided in this Agreement.
3.2 Termination: This Agreement may be cancelled by the Client or the Service Provider at any time upon receipt of thirty (30) days written notice by the other party at its principal address. Client or Service Provider may terminate this Agreement upon material breach by either party of one or more of the terms and conditions of this Agreement, provided either party is notified in writing of the material breach and such breach is not cured within ten (10) days after receipt of such written notice. Client’s termination of this Agreement will not relieve Client of its obligations to pay for any Services performed. Service provider may terminate this Agreement if Client fails to promptly pay any fees or charges when due or upon material breach by Client of one or more of the terms and conditions of this Agreement, provided that Client is notified in writing of the failure or beach and such failure or breach is not cured or a satisfactory resolution agreed upon in writing by the Parties within ten (10) days after receipt of such written notice.
4. Confidentiality
4.1 Confidential Information: Under this Agreement, “Confidential Information” refers to any and all information of a Party (“Disclosing Party”) that has been disclosed to the other Party (“Receiving Party”), which is designated in writing as confidential, proprietary, or secret or under the context of its disclosure must be reasonably be considered as confidential. Confidential Information includes, but is not limited to, all information concerning a Party’s existing business, business systems, business plans and information systems, trade secrets, prices, and pricing information.
4.2 Use of Confidential Information: Each Party will comply with all laws and regulations that apply to use, transmission, storage, disclosure, or destruction of Confidential Information. Both Parties agree to hold the other Party’s Confidential Information in strict confidence. Client agrees not to use the Service Provider’s Confidential Information in any way, except as expressly permitted by or required to achieve the purposes of this Agreement, and Service Provider agrees to use Client’s Confidential Information solely for the purpose of performing the Services. Both Parties agree to use all reasonable efforts to protect unauthorized use or distribution of Confidential Information and the Receiving Party agrees to use at least the same degree of care to prevent disclosing to third parties the Confidential Information of the Disclosing Party as the Disclosing Party uses to protect its own Confidential Information. The Receiving Party further agrees not to disclose or permit any third‐party access to the Disclosing Party’s Confidential Information, except such disclosure or access will be permitted to perform the Services provided under this Agreement. Each Party agrees to ensure that its employees, agents, representatives, and contractors are advised of the confidential nature of the Confidential Information and are precluded from taking any action prohibited under this Agreement.
4.3 Limitation of Use: Confidential Information will not include information of the Disclosing Party which: (i) is publicly available as of the Effective Date or becomes publicly available thereafter through no fault of the Receiving Party; (ii) the Receiving Party rightfully possessed before it received such information from the Disclosing Party; (iii) is subsequently furnished to the Receiving Party by a third party without restrictions on disclosure; or (iv) is required to be disclosed by law, provided that the Receiving Party will promptly notify the Disclosing Party and cooperate, at the Disclosing Party’s expense, to permit the Disclosing Party to seek appropriate protective orders from the issuing court of government authority limiting disclosure or use of the Confidential Information.
4.4 Ownership of Confidential Information: Except as explicitly stated in this Agreement, Receiving Party is granted no license or conveyance of Disclosing Party’s Confidential Information or any intellectual property rights therein. Title to the Disclosing Party’s Confidential Information shall remain solely with the Disclosing Party.
4.5 Destruction of Confidential Information: Upon the expiration or termination of this Agreement, each Party shall, upon request of the other Party, destroy all Confidential Information of the other Party. The Receiving Party shall certify such destruction to the Disclosing Party within thirty (30) days following request for such certification.
4.6 Remedies: Both Parties agree that any unauthorized use or disclosure by the Receiving Party of the Disclosing Party’s Confidential Information in a manner inconsistent with the terms of this Agreement may cause the Disclosing Party irreparable damage for which remedies other than injunctive relief may be inadequate. Accordingly, if the Receiving Party discloses or uses (or threatens to disclose or use) any Confidential Information of the Disclosing Party in breach of confidentiality protections hereunder, the Disclosing Party will have the right, in addition to any other remedies available, to seek injunctive relief to enjoin such acts.
5. No Solicitation
Both Parties agree that, for eighteen (18) months following expiration of the term of all the Services or termination of this Agreement for any other reason, Company will not directly or indirectly hire or attempt to hire any person who was an employee, independent contractor, or consultant of Client at any time within the term of this Agreement.
6. Liability, Damages, and Warranty
6.1 Limitation of Liability: Client agrees the liability of Service Provider, if any, on any claim for damages arising out of this Agreement shall be limited to direct damages and shall not exceed the amount which has been paid to Service provider by Client for the six (6) month period preceding the date on which the claim is based. Additional limits of liability specific to scope of services provided, if any, from previous agreements currently in force remain in effect.
6.2 Indemnification: Service Provider agrees to indemnify, release, defend and save the Client harmless from and against any and all claims, losses, liability, and damages to any person or property of the Client (including client‐owned vehicles operated by employees of Service Provider) arising out of performance of the services to be rendered hereunder due solely to the negligent acts of the Service Provider. This indemnity given by Service Provider shall not apply to any acts caused by or contributed to by the Client, its officers, employees or agents, and further, Client agrees to save harmless and defend at its expense Service Provider from any such claims or causes of action involving acts of negligence or contributory negligence by the Client and shall pay all attorney fees and costs of litigation and other expenses arising therefrom.
6.3 Damages Waiver: Notwithstanding anything in this agreement to the contrary, Service Provider will not be liable to client for consequential damages and Service Provider will have no liability whatsoever resulting from any legal claims against client. In no event shall Service Provider be liable to client or its officers, directors, employees and agents for loss or damage arising out of this agreement, lost profits, or similar economic loss or for any consequential, special, incidental, direct, indirect or punitive damages, regardless of the form of action including but not limited to, actions for breach of contract, negligence, strict liability, and breach of warranty whether in contract, tort or otherwise, in any way arising out of or in connection with the use or performance of, or any failure or delay in providing the services, however caused, even if such party has been advised of the possibility of such damages.
6.4 Warranties: Notwithstanding anything to the contrary in this Agreement, with respect to any rental equipment, Service provider will warrant the equipment upon delivery to be in good working condition and in compliance with the original equipment manufacturer’s specifications. Service Provider will repair or replace any equipment at its discretion that is determined by the Service Provider to be not in compliance with the above warranty provided the need for such repair or replacement is not due to Client’s abuse, misuse, or neglect. Service provider makes no guarantee or warranty, including any implied warranty of merchantability or fitness, that the equipment or system(s), including but not limited to monitoring, communications, connectivity, or detection will avert or prevent occurrences or the consequences therefrom, which the equipment, system, or other services provided is designed to detect or avert. The Service Provider further makes no guarantee or warranty to ensure any site remains safe, prevent damages to property, equipment, or people, or to detect, deter, or prevent criminal activity. It is impractical, if not impossible to determine in advance with any degree of accuracy (1) the value of Clients’ property or the property of others kept on Client’s Premises, which may be lost, stolen, or damaged if the equipment, system, or service does not operate properly; (2) the response time of any law‐enforcement agency, fire department, paramedic unit, or guard service; (3) what portion, if any, of a loss, personal injury, or death would be proximately caused by an equipment defect; or (4) whether a CCTV or access control system will detect or prevent unauthorized intrusions or activities. Service Provider’s liability to the Client is limited to and shall only be required to indemnify, defend, or hold harmless Client against third party claims to the extent caused by the negligent acts or omissions or willful misconduct of Service Provider, except where any claim is caused by Client.
7. General Provisions
7.1 Governing Law: Service provider Agreement is governed by the laws of the state of Alabama and shall be governed by and construed and enforced in accordance with the laws of the state of Alabama as it applies to a contract made and performed in such state. The federal and state courts located in Jefferson County, Alabama will have jurisdiction to adjudicate any dispute arising out of or relating to this Agreement.
Each Party hereby consents to the jurisdiction of such courts and waives any right it may otherwise have to challenge the appropriateness of such forums, whether based on the doctrine of forum non conveniens or otherwise.
7.2 Force Majeure: Neither Party is responsible for delays or failures to perform its responsibilities under this Agreement due to causes beyond its reasonable control, including but not limited to act of God, acts of government, floods, fires, earthquakes, tornados, civil unrest, acts of terror, labor disputes, computer, telecommunications, internet service provider or hosting facility failures, delays involving hardware, software, or power systems, malicious code, denial of service threats, or inability to obtain energy; provided however, that the Party so affected will promptly resume performance as soon as reasonably practical.
7.3 Severability: If any provision of this Agreement is declared or found to be prohibited, unenforceable or void, the Parties will negotiate in good faith to agree upon a substitute provision that is valid, binding, and enforceable and is as nearly as possible consistent with the intentions underlying the original provision. If the Parties are unable to agree upon such substitute provision, the original provision will be stricken. If the remainder of this Agreement is not materially affected by such declaration or finding and is capable of substantial performance, then the remainder shall be enforced to the extent permitted by law.
7.4 Insurance and Authorization: Service Provider shall carry adequate liability, property, workers’ compensation, umbrella, and other insurance of a kind and in an amount generally carried by persons engaged in the same or a similar kind of business similarly situated, unless, in any case, other types of insurance or higher amounts are required by Client. Upon request, Service provider shall supply to Client a certificate(s) of insurance evidencing the same. Service Provider hereby represents, warrants, and covenants to Client that it has and/or will have and maintain all necessary permits, license, approvals, and other authorizations applicable to the performance of its obligations contemplated under this Agreement.
7.5 Safety: Client agrees to provide a workplace free from recognized hazards to safety and health, including but not limited to exposure to toxic chemicals, excessive noise levels, mechanical dangers, heat, or cold stress and/or unsanitary conditions and to notify Service Provider of any PPE required for compliance with OSHA or other regulatory agency for the job site. Client also agrees to immediately notify Service Provider of any found hazard in the work environment which may adversely affect the health & safety of those working the job site and the recommended remediation or protection against said hazard. Failure to notify Service Provider of a violation or found hazard may result in immediate termination of this Agreement.
7.6 Entire Agreement: This Agreement (including any referenced Exhibits) constitutes the entire agreement between the Parties and is provided solely for the benefit of the Security Provider and the Client. This Agreement (including any referenced Exhibits) is not for the benefit of, nor may any provision be enforced by any other person(s) or parties not a signatory hereto. No modification, amendment, or waiver of any provision of this Agreement will be effective unless in writing and signed by both Parties hereto.
7.7 Notices: Any notice, request, approval, or consent between the Parties will be given in writing and shall be deemed to have been duly given when either personally delivered or placed in the United States mail by certified mail, return receipt requested, postage prepaid, or by private overnight carrier, in each instance properly addressed and with postage or other charges prepaid.
7.8 Waiver No waiver by Client of any breach of this Agreement by the Service Provider shall be a waiver of any other breach. Should any litigation be commenced between Client and Service Provider relating to any such breach, the prevailing party shall be entitled, in addition to such other relief as may be granted, reasonable costs and attorney’s fees relating to such litigation. If any term or provision of this Agreement is determined to be illegal or invalid, such illegality or invalidity shall not affect the validity of the remainder of this Agreement. This Agreement shall be governed by the laws of the State of Alabama. This Agreement contains the entire agreement between the parties hereto with respect to the subject matter hereof.