1. AGREEMENT

These Terms and Conditions, the Contractor’s proposal, approved Change Orders, and any written agreement signed by both parties constitute the entire Agreement. Conflicting terms in purchase orders or other documents do not apply unless accepted in writing by Contractor.

​

2. SCOPE OF WORK

Contractor shall provide only the labor, materials, equipment, installation, programming, testing, and services specifically identified in the proposal.

Unless specifically included, the following are excluded: electrical/line-voltage work; panels, breakers, and circuits; conduit, raceway, underground work, trenching, excavation, core drilling, and concrete cutting;  security monitoring; internet/telecommunications service; IT administration and cybersecurity; network equipment; engineering or stamped drawings; architectural/structural work; drywall, painting, ceiling repair, and finish work; permits and governmental fees; lift/specialty equipment; removal of existing cabling; hazardous-material remediation; correction of existing code violations; and repairs to systems not installed by Contractor.

​

3. PRICING

Pricing is based on available drawings, specifications, quantities, site conditions, labor, materials, and information available when the proposal is prepared. Proposals are valid for 30 days unless otherwise stated. Material, equipment, freight, tariff, manufacturer, or supplier price increases may result in a price adjustment.

​

4. CHANGE ORDERS & UNFORESEEN CONDITIONS

Changes to the original scope, additional labor/materials, additional cable or equipment, engineering, programming, testing, mobilization, demobilization, additional trips, lifts, rework, or other work outside the original scope may require a Change Order and additional compensation.

Additional charges may also apply to concealed or unforeseen conditions, including blocked or inaccessible pathways, concealed obstructions, damaged or abandoned cabling, inadequate pathways or power, inaccurate drawings, code violations, structural or unsafe conditions, or conditions created by others.

​

5. CUSTOMER RESPONSIBILITIES

Customer shall provide reasonable site access, access to ceilings and equipment/telecommunications rooms, accurate drawings and specifications, necessary network information and credentials, access to Customer-owned equipment, coordination with building management and other contractors, adequate working conditions, and required Customer approvals.

Delays or additional work caused by Customer, the General Contractor, other trades, building management, restricted access, or similar conditions may result in additional charges.

​

6. SCHEDULING

Contractor will make reasonable efforts to meet the estimated schedule but is not responsible for delays caused by Customer, General Contractor, subcontractors, material or manufacturer delays, shipping, permits or inspections, weather, labor shortages, design changes, Change Orders, site conditions, government action, or force majeure. Reasonable schedule extensions shall be allowed.

​

7. MATERIALS & EQUIPMENT

Contractor shall provide materials and equipment identified in the proposal. If specified equipment becomes unavailable, discontinued, delayed, or materially increases in price, Contractor may provide a reasonably equivalent substitute. Special-order, custom, programmed, or non-returnable equipment may not be cancellable or refundable.

​

8. LOW-VOLTAGE CABLING & NETWORKS

Low-voltage cabling will be installed according to applicable codes, manufacturer requirements, project specifications, and reasonable industry practices under normal installation conditions. Additional charges may apply for excessive cable lengths, difficult access, additional pathways, conduit, sleeves, firestopping, core drilling, lifts, cable removal, or rework.

Unless specifically included, Contractor is not responsible for Customer’s internet, ISP, network performance, firewall, router, server, VLAN configuration, cybersecurity, existing network infrastructure, switches, or Customer-owned equipment. Contractor is not responsible for failures caused by Customer, Customer’s IT provider, or other third parties.

​

9. PERMITS, TESTING & ACCEPTANCE

Permits, inspection fees, engineering fees, plan-review fees, and governmental charges are excluded unless specifically included in the proposal.

Contractor shall perform only the testing and commissioning included in the proposal. Customer shall inspect the Work promptly after substantial completion. Unless written notice of specific deficiencies is provided within 5 business days, the Work shall be considered accepted, subject to applicable law and latent defects. Minor punch-list items do not justify withholding undisputed payment.

​

10. PAYMENT & RETAINAGE

Unless otherwise stated in the proposal:

• Deposit: [50]%

• Progress Payments: [Progressive Billing]

• Final Payment: Due upon substantial completion

• Invoice Terms: Net [15/30]

Customer shall pay all undisputed invoices when due. Contractor may suspend Work after written notice of nonpayment. Suspension may result in additional labor, material, mobilization, demobilization, and schedule costs.

Past-due balances may accrue interest at the lesser of 1.5% per month or the maximum permitted by law. Customer shall be responsible for reasonable collection costs, attorney fees, and court costs to the extent permitted by law.

No retainage applies unless specifically stated in writing.

​

11. LIEN & PAYMENT RIGHTS

Contractor reserves all mechanic’s lien, payment bond, prompt-payment, and other rights available under applicable law. Nothing in these Terms waives rights that cannot legally be waived.

12. EXISTING SYSTEMS & CUSTOMER-PROVIDED EQUIPMENT

Existing cabling, equipment, pathways, racks, network infrastructure, and systems not installed by Contractor are provided “as is.” Contractor does not warrant their condition or performance.

Contractor does not warrant Customer-provided equipment and is not responsible for delays, incompatibility, defects, failures, or additional labor resulting from such equipment. Troubleshooting or rework caused by existing systems or Customer-provided equipment is billable.

​

13. WARRANTY

Contractor warrants workmanship for 12 months from substantial completion unless otherwise stated in the proposal. Manufacturer warranties apply to equipment according to the manufacturer’s terms.

The workmanship warranty does not cover abuse, misuse, vandalism, water, fire, lightning, power surges, unauthorized or improper modifications, Customer or third-party modifications, environmental conditions, Customer-owned equipment, or existing infrastructure. Contractor’s warranty obligation is limited to correcting defective workmanship.

​

14. REWORK & SAFETY

Contractor is not responsible for costs resulting from damage, removal, relocation, or reinstallation caused by other contractors or trades. Such rework is additional Work.

Contractor may stop Work due to unsafe, hazardous, contaminated, or unsuitable conditions. Additional costs caused by such conditions shall be the responsibility of the party responsible, subject to applicable law.

​

15. TERMINATION

If Customer terminates the Agreement, Customer shall pay for Work completed, materials purchased or ordered, non-returnable equipment, subcontractor costs, cancellation charges, committed labor, demobilization, and other reasonable costs incurred by Contractor.

Contractor may suspend or terminate Work for nonpayment, lack of access, unsafe conditions, material breach, or substantial failure by Customer to perform its obligations.

​

16. LIMITATION OF LIABILITY & INDEMNIFICATION

To the maximum extent permitted by law, Contractor shall not be liable for indirect, incidental, special, punitive, or consequential damages, including lost profits, revenue, use, business interruption, or business opportunities.

Contractor’s total liability shall not exceed the amount actually paid to Contractor for the portion of Work giving rise to the claim.

Each party shall be responsible for claims, damages, losses, and expenses to the extent caused by its own negligence, intentional misconduct, or breach, subject to applicable law.

​

17. INSURANCE & FORCE MAJEURE

Contractor shall maintain insurance required by law and specifically identified in the Agreement. Additional insurance, increased limits, additional insured endorsements, or project-specific policies requested after execution may result in additional charges.

Contractor shall not be liable for delays or failure to perform caused by events beyond its reasonable control, including severe weather, natural disasters, government action, labor disputes, transportation interruptions, material shortages, manufacturer disruptions, war, civil unrest, or similar events.

​

18. DISPUTES, LAW & ATTORNEY FEES

The parties shall first attempt in good faith to resolve disputes through authorized representatives. Unresolved disputes may proceed to mediation, arbitration, or litigation as permitted by law and the Agreement.

The governing law shall be the law of the state where the project is located unless otherwise agreed in writing. To the extent permitted by law, the prevailing party may recover reasonable attorney fees and court costs.

​

19. SEVERABILITY & ENTIRE AGREEMENT

If any provision is found invalid or unenforceable, the remaining provisions shall remain effective to the fullest extent permitted by law.

The proposal, these Terms, approved Change Orders, and documents specifically incorporated into the Agreement constitute the entire agreement. Modifications must be in writing and approved by authorized representatives of both parties.

20. ELECTRONIC SIGNATURES

Electronic signatures and electronically transmitted copies of signed documents are valid and enforceable to the extent permitted by law.