Security/ Low Voltage/ Smart Automation/ Networks/ IT Terms and Conditions

Last updated January 1st, 2025

This agreement includes an indemnification clause, a class action and limitations of TID SYSTEMS’ liability. By accepting the Project Proposal, Installation of the Equipment or Services (defined below) or making payment(s) to TID SYSTEMS, the Customer agrees to be bound by the Project Agreement and Service Terms and the Terms and Conditions Regarding Electronic Communications that are made available by TID SYSTEMS.

These terms and conditions set forth the Agreement between TID SYSTEMS identified in the Proposal, Work order, invoice, Client Form, to pricing forms, contract (the ORDER DOCUMENTS”) or to which this TERMS and Conditions is attached, and the customer (the “CUSTOMER”) identify in such ORDER DOCUMENTS relating to TID SYSTEMS providing to CUSTOMER( i)hardware, software, tools (“Equipment”) (ii) services (“Services’) (iii) rental equipment (“Rental) are referred collectively as TRANSACTIONS with respect to the matters in this Agreement.

DEFINITIONS

“Agreement” means the Project Proposal (as defined below), together with and/or associated with Installations forms, Invoices, Work Order, and Service Agreement (as defined below), which are incorporated by reference therein.

TID SYSTEMS” means TID SYSTEMS LLC

“Equipment” -means any one hardware and/or software items identified in the Project Proposal and any accessories, attachments or other similar items delivered to Customer and outlined in the Project Proposal.

“OWNERSHIP”- Upon installation and configuration the equipment is owned by the Customer, unless specified in the Project Proposal

“Customer”- means the person or entity identified in the Project Proposal or any representative, agent, officer or employee of Customer.

“Office Address”- means TID SYSTEMS address where the company operates its daily operations

“RISK OF LOSS” -means the risk of loss of Equipment and error Service will pass to the CUSTOMER upon delivery, installation, and configuration of it.

“Service Agreement” – means any Proposals that defines what services will be provided, including details on performance expectations.

“AUTHORITY TO SIGN” -means any individual signing the Project Proposal, Installation Form, Delivery Form and represents and warrants that he or she has the authority to contract the Services of TID SYSTEMS and is of legal age.

BY ACCEPTING, EXECUTING AND SUBMITTING THIS TERMS AND CONDITIONS, YOU AGREE THAT YOU HAVE READ THIS TERMS AND CONDITONS AND, AFTER DUE CONSIDERATION, HEREBY AGREE TO BE BOUND BY ALL THE TERMS OF THE AGREEMENT. YOU REPRESENT AND WARRANT: THAT YOU ARE NOT A LEGAL MINOR; THAT YOU ARE COMPETENT TO ENTER INTO BINDING CONTRACTS; AND THAT YOU ARE NOT DEPENDING ON ANY PROMISES OR STATEMENTS OTHER THAN THOSE EXPRESSLY SET FORTH IN THIS AGREEMETN. IF YOU ARE A COMPANY OR OTHER LEGAL ENTITY, THE PERSON WHO EXECUTES AND SUBMITS THIS AGREEMRNT HEREBY REPRESENTS AND WARRANTS THAT HE OR SHE HAS THE AUTHORITY TO BIND THE COMPANY OR OTHER LEGAL ENTITY TO THE TERMS OF THIS AGREEMENT.

EQUIPMENT & WARRANTY

The Customer pays for the equipment and installation according with the payment schedule. TID Systems warrants that the work will be performed to the best of its ability and in accordance with reasonable and customary practices prevailing at the time of its business. All the hardware has a one-year warranty. During the one (1) year hardware warranty period, TID SYSTEMS can order the faulty hardware on Client’s behalf and the Client can pick it from our office but the installation will considered an additional to this contract and will be charged on a time and material basis including man hours over and above what was projected on the front of this contract and estimate, unless the faulty part is reported within thirty (30) days from the initial installation.

If the Customer requests any service within thirty (30) days of the date of completion of installation and parts of the system, including the wiring, installed under this Agreement proves to be defective in material or workmanship will be repaired or replaced by TID Systems with a new functionally operative part. Labor and material required to repair or replace such defective components will be free of charge for a period of thirty (30) days following the completion of the original installation. Any changes to the contract including any parts being moved or adjusted, and any additions to the contract such as additional hardware or the like, will be charged on a time and material basis including man hours over and above what was projected on the front of this contract and estimate.

Conditions not covered by Warranty:

 A) Damage resulting from CUSTOMER’s failure to exercise reasonable care, accidents, acts of God, alteration, misuse, tampering or abuse, whether intentional or not, and whether done by Customer or a third party. B) Failure of the Customer to properly follow operating instructions provided by TID Systems at the time of installation or at a later date. C) TID Systems does not warranty any batteries including, but not limited to transmitters D) Trouble due to interruption of commercial power or the phone service. TID SYSTEMS SHALL IN NO EVENT BE LIABLE FOR ANY CONSEQUENTIAL OR INCIDENTAL DAMAGES FOR ANY NATURE, INCLUDING WITHOUT LIMITATION, DAMAGES FOR PERSON AL INJURY OR DAMAGES TO PROPERTY, AND HOWEVER OCCASIONED., WHETHER ALLEGED AS RESULTING FROM BREACH OF WARRANTY OR CONTRACT BY TID SYSTEMS’ OR NEGLIGENCE OR TID SYSTEMS OR OTHERWISE

PROJECT PAYMENT SCHEDULE

A. The customer agrees to pay the Installer for the Scope of Work the amount set on this Estimate on the following schedule:

1)     50 % down payment

2)     50% at project completion -due at receiving.

All payments must be sent to PO Box 18601, Reno, NV 89511 or any other address designated by the Installer.

B. All credit card payments have a 4% processing fee.

All payments shall be made in U.S. Dollars to TID SYSTEMS

C. After project completion, 5 % interest will be assessed per month on all unpaid balances after 5 business days from the invoice date until the balance is brought to $0.00.

D. Customer will pay all TID SYSTEMS’s costs including attorney’s fees and court costs, incurred in connection with the collection of past due amounts from Customer. Nothing herein shall be interpreted to prevent TID SYSTEMS from claiming, filling, or enforcing any lines when rights thereto arise from Customer’s failure to pay TID SYSTEMS in breach of this Agreement. 

DISPUTED INVOICES

For TID Systems to consider a disputed invoice, the Client must provide sent notice at [email protected] within five (5) days of the invoice delivery date In the event of a disputed or contested invoice, all portions of the invoice, both the disputed and undisputed amounts, must be paid timely. If TID Systems believes the disputed amount is valid, it shall either refund the amount to Client, or credit Client’s account. If a dispute remains unresolved within thirty (30) days of written notice of dispute, TID Systems may place all services on hold until the dispute is resolved.

TERM

This Project agreement is for the duration of the project Scope of Work.

TERMINATIONS & CANCELLATIONS

MUST BE DONE IN WRITING or by emailing to [email protected]. 45 days prior to the cancellation date, and as otherwise enumerated in the company Terms and Conditions. If the Customer cancels an installation without rescheduling, the customer will be liable for a 35% restocking fee on all hardware that would have been installed which will be deducted from the down payment. The customer will receive the remainder of the down payment.

PROJECT CHANGES

Any changes to the Scope of Work based on the PROJECT PROPOSAL shall be done in writing and sent to [email protected] and any additions to the Agreement such as additional hardware, and or/software or the like, will be charged on a time and material basis including man hours over and above what was projected on the front of this contract and estimate.

Delivery/ Disclaimer

TID SYSTEMS will use its commercially reasonable efforts to the Services, the Rental ready for delivery by the agreed date, subject to receipt by TID SYSTEMS of all necessary Customer information. However, TID SYSTEMS ASSUMES NO LIABILITY FOR DAMAGES OR LOSS INCURRED AS A RESULT OF ITS LATE DELIVERY OF PROJECT INSTALLATION, OR SERVICES, REGARDLESS OF CAUSE.

RISK OF LOSS

The risk of loss of Equipment will pass to the customer upon delivery, installation and configuration of it.

GOVERNING LAW

This Agreement shall be governed by and construed in accordance with the laws of the State of Nevada.

ENTIRE AGREEMENT

This Agreement together with Terms and Conditions constitutes the entire agreement between the Parties and supersedes any prior understanding or representation of any kind preceding the date of this Agreement. There are no other promises, conditions, understandings, or other agreements, whether oral or written, relating to the subject matter of this Agreement. This Agreement may be modified in writing and must be signed by both Installer and Customer. 

CONFIDENTILAITY, SECURITY AND SERVICE INTERRUPTIONS

The parties acknowledge and agree that all Equipment, Services, Rental provided by one party to the other party under this Agreement are considered “TRADE SECRET, PROPRIETARY, AND CONFIDENTILA INFORMATION of the disclosing party. The receiving party, therefore, agrees that the receiving party shall exercise due care to prevent disclosure of the disclosing party ‘s Confidential information to any unauthorized persons or entities.

B. The data transmitted through the Internet can never be guaranteed and Customer therefore agrees (i) that TID SYSTEMS and its representatives are not responsible for any interception or interruption of any communications through the Internet or for changes to or losses of data, and (ii) to be responsible for maintaining the security of any password, user ID, or other form of authentication involved in obtaining access to password protected or secure areas of the Equipment, Service or Rental.

C. Customer acknowledges that the services may be unavailable or interrupted from time to time for a variety of reasons, such as environmental or topographic conditions and other things, may of which are beyond TID SYSTEMS’s control. Services might also not be available in certain places. TID SYSTEMS and are not responsible for any interruptions of the Services.

NO GUARANTEE; NO LIABILITY

TID Systems hereby disclaims and Client hereby waives any responsibility or liability for the following acts which are outside the control of TID Systems, including, but not limited to, data losses which may be caused by weather related power outages, or other power outages, program error, software update, data error, hardware failure, lack of coordination with third-parties, including responding emergency personnel, Client employee problems, or other data loss that is outside the control and not caused by TID Systems. The client is responsible for ensuring that all data systems are properly and regularly backed-up. Additionally, TID Systems disclaims, and Client acknowledges TID Systems has no responsibility or liability each of the following:

• The equipment sold, installed, rented and serviced by TID Systems does NOT cause and cannot eliminate occurrences of the events they are intended to detect or avert, including, but not limited to BURGLARIES, FIRE, FLOODS, ROBBERIES.

• Third parties, including responding emergency personnel, monitor the equipment, thus creating the result that TID Systems does not physically monitor the system and does not receive DIRECT notifications if any incidents happen on the property. TID Systems has no direct duty or responsibility for responding to any emergency.

• TID Systems does not undertake any risks that I or MY PROPERTY or the PERSON or PROPERTY OF OTHERS may be subject to injury or loss if events occur. The allocation of such risks REMAINS WITH ME, NOT TID systems.

• I RELEASE, WAIVE, DISCHARGE and PROMISE not to sue or bring any claim of any type against TID Systems for loss, damage or injury relating in any way to the equipment sold or leased and services provided by TID Systems, including but not limited to emergency personnel response that is delayed, negligent, or unsatisfactory.

• The limitation of liability shall apply to and benefit TID Systems and its agents, employees, contractors, subsidiaries, affiliates, and other partners

• TID SYSTEMS assumes NO LIABILITY for failure to perform because of, but not limited to, labor trouble, riots, floods, power outages, communication failures, negligence of either third parties or Client, intentional acts of either third parties or Client, acts of God, or any catastrophe or condition beyond its control and is NOT REQUIRED to perform service while any such condition exists.

• TID SYSTEMS shall have the right to cancel an existing agreement with or without notice in the event any telephone carrier discontinues certain grades of service if Client’s premises including communication capability, or TID SYSTEMS’ central station provider should be destroyed or rendered inoperative by fire or other catastrophe.

INSURANCE

I agree that TID Systems is NOT an insurer and that TID Systems is NOT providing me with insurance of any type. The amount I pay TID Systems is not an insurance premium and is not related with the value of my property, anyone else’s property located in my premises or any risk of loss at my premises. Instead, the amount TID Systems charges is based solely upon the value of the equipment and services TID SYSTEMS provides. If I want insurance to protect against any risk of loss at my premises, I will purchase it with the appropriate insurance provider. In the event of any loss, damage or injury, I will look exclusively to my insurer and not to TID Systems to compensate me or anyone else. I release and waive for myself and my insurer all subrogation and other rights to recover against TID systems arising as a result of the payment of any claim for loss, damage or injury.

Upon written request, each party shall furnish the other party certificates of insurance evidencing the fact that adequate insurance to support each party’s obligations hereunder has been secured. To the extend of each party’s release and indemnity obligations expressly assumed by each party’s s hereto, each party agrees that all such insurance policies shall be ( i) primary to the other’s party insurance (ii) include the other party, and its group as additional insureds, and (iii) be endorsed to waive subrogation against the other party and its group.

DEFAULT & REMEDIES

In the event Client fails to make the required payments when due, TID Systems shall have, and hereby reserves all the rights and remedies that it has or which are granted to it by operation of law, for damages or breach of this Agreement without limitation. In the event TID Systems is required to engage the services of an attorney to enforce the terms of this Agreement, including pre-litigation collection attempts, TID Systems shall be entitled to recover its reasonable attorney’s fees and all legal expenses and costs.

INDEMNIFICATION

To the fullest extent permitted by law, Client shall indemnify and hold harmless TID Systems, its officers, directors, partners, employees and agents from and against any and all costs, losses and damages (including but not limited to all fees and charges of attorneys, and other professionals and all court, arbitration or other dispute resolution costs) caused by the willful misconduct or negligent acts or omissions of Client or Client’s officers, directors, partners, and employees with respect to this Agreement and the services provided hereunder.

WARRANTY

TID Systems warrants that the work will be performed to the best of its ability and in accordance with reasonable and customary practices prevailing at the time for its business. No other warranties exist, expressed or implied.

NOTICES

All notices and demands or other communications, which may be, or are required to be, given hereunder, or with respect hereto, and which are required by the terms of this Agreement to be in writing, shall be given either by personal delivery, U.S. mail postage prepaid, or by email, addressed to the respective party at its address noted at the top of this Agreement or such other addressed as the parties may from time-to-time designate, by written notice, to the other party.

CHOICES OF LAW AND VENUE

This Agreement shall be governed and construed in accordance with the laws of the State of Nevada, and venue of any action concerning the terms of this Agreement shall be exclusively held in the appropriate courts of Washoe County, Nevada. No suit or action shall be brought against TID Systems more than thirty days (30) after the date of the incident that resulted in the loss, injury or damage, or the shortest duration permitted under applicable law if greater than thirty days (30).

SEVERABILITY

In case any one or more of the provisions contained in this Agreement shall for any reason be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality, or unenforceability shall not affect any other provision hereof, and this Agreement shall be construed as if such invalid, illegal, or unenforceable provision had never been contained herein.

RULES OF CONSTRUCTION

The parties acknowledge that each party and/or its counsel has reviewed this, and the parties hereby agree that the normal rule of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or any amendments or exhibits hereto.

WAIVER OF DEFAULT

The waiver by any party of a breach of any provision of this Agreement shall not be deemed a continuing waiver or a waiver of any subsequent breach whether of the same or another provision of this Agreement. It is impractical and extremely difficult to determine the actual damage, if any, that may result from a failure by TID Systems to perform any of its obligations. Under no circumstances will I attempt to hold TID Systems liable for any consequential or incidental damages, including without limitation, damages for personal injury or damages to property.

FORCE MAJEURE

If performances of this Agreement or any obligation under this Agreement is prevented, restricted, or interfered with by the causes beyond either party’s reasonable control (‘Force Majeure”), and if the party unable to carry out its obligations gives the other party prompt written notice of such event, then the obligation of the party invoking this provision shall be suspended to the extent necessary by such event. The term Force Majeure shall include acts of God, fire, explosion, vandalism, storm or other similar occurrence, orders or acts of military or civil authority, or by national emergencies, insurrection, riots, or wars, or strikes.

MISCELLANEOUS

This Agreement shall not be modified in any way except in writing signed by both parties and stating expressly that it constitutes a modification of this Agreement. Nothing contained herein shall create a contractual relationship with, or any other rights in favor of, any third party. This Agreement embodies the entire understanding between the parties with respect to the subject matter of this Agreement, and except as otherwise provided herein, supersedes any and all prior understandings and agreements, oral or written, relating to the subject matter of this Agreement. All express representations, indemnifications, or limitations of liability included in this Agreement will survive its completion or termination for any reason.

RESIDENTIAL CONTRUCTION RECOVERY FUND

Payment may be available from the Residential Recovery Fund, if you are damaged financially by a project performed on your residence pursuant to a contract, including construction, remodeling, repair or other improvements, and the damage resulted from certain specified violations of Nevada law by a contractor licensed in this state. To obtain information relating to the Residential Recovery Fund and filing a claim for recovery from the Fund, you may contact the Nevada State Contractors Board (NSCB) at 5390 Kietzke Lane. Ste 102 or by phone at (775) 688-1141.

COUNTERPARTS; ELECTRONIC AND ELECTRINICALLY -TRANSMITTED SIGNATURES

 This Agreement may be executed simultaneously or in any number of counterparts, each of which shall be deemed an original, equally admissible in evidence, but all of which together shall constitute one and the same Agreement, notwithstanding that the signatures of each party or their respective representatives do not appear on the same page. The parties hereby acknowledge and agree that electronic signatures that comply with the eSign Act (15 U.S.C. Ch. 96) (such as DocuSign or ZipLogix Digital Ink signatures), or signatures transmitted by electronic mail in socalled "PDF" format or by fax shall be legal and binding and shall have the same full force and effect as if an original of this Agreement had been delivered.