Terms and Conditions of Service

TERMS AND CONDITIONS OF SERVICE

PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE CONFIRMING YOUR SERVICE CALL. BY CLICKING "I ACCEPT" OR SUBMITTING A SERVICE REQUEST, YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS. IF YOU DO NOT AGREE, DO NOT SUBMIT A SERVICE REQUEST. WARNING, if your automatic door system is malfunctioning or otherwise not working properly or if an unsafe condition exists with respect to any automatic door system, you must immediately remove such door system from service to mitigate the risk of serious physical injury, death or property damage.

1. Acceptance

These Terms and Conditions ("Terms") constitute the complete and exclusive terms governing the provision of services ("Services") by Allegion Access Technologies LLC ("Company") to the customer placing the service call ("Customer"), unless there is an existing current contract between Customer and Company that is intended to govern the Services requested hereunder. BY CLICKING "I ACCEPT," CUSTOMER ACKNOWLEDGES THAT CUSTOMER HAS READ, UNDERSTOOD, AND AGREES TO BE BOUND BY THESE TERMS. The undersigned represents that they have authority to bind Customer and accepts personal financial liability in the event such authority is misrepresented. Company hereby rejects any additional or different terms or conditions proposed by Customer, whether contained in any of Customer's business forms, on Customer's website, within any portal, or in any click-through agreement, and such additional or different terms will be of no effect. Additional or different terms applicable to the Services must be accepted in writing by an authorized representative of Company. In the event of a conflict, the following order of precedence will apply: (a) terms agreed to in writing and executed by an authorized Company representative in a Service Agreement; (b) these Terms.

2. Request for Service

By submitting a service request, Customer requests that Company provide Services at the location identified in the service request. Customer acknowledges and agrees that Company will charge Customer for the initial service call on an hourly basis at Company's applicable local branch hourly rate. There shall be a minimum charge of two (2) hours of labor and one (1) hour of travel time at the applicable hourly rate, whether for diagnosing and providing an estimate for required repairs or for performing other Services. Company will use commercially reasonable efforts to schedule Services promptly, but does not guarantee specific response times unless otherwise agreed in a separate Service Agreement.

3. Pricing; Payment

Prices and rates are in local currency and are subject to change without notice, unless otherwise set forth in a Service Agreement. All payments are due within thirty (30) days of the invoice date, with no retention. Company may withhold Services and parts for past-due invoices. If an invoice is past due for sixty (60) days or more, Company may terminate any applicable Service Agreement. Late payments are subject to a charge equal to 1.5% per month of the outstanding amount, or the maximum rate allowed by applicable law, whichever is less. Customer shall reimburse Company for all costs and expenses, including reasonable attorneys' fees, incurred in collecting any overdue amounts or enforcing these Terms.

4. Scope of Service

Company will perform Services and provide parts only as set forth in the applicable service request or Service Agreement. Services will be performed during Company's regular business hours at no additional cost to Customer. Additional charges apply for: (i) Services and travel time performed at Customer's request outside of Company's regular business hours; (ii) transportation and handling charges; and (iii) any other Services performed at Customer's request not specifically included in the service request or Service Agreement. Permits required for performance of the Services are the responsibility of Customer or the applicable third-party contractor. Taxes, if applicable, shall be assessed at rates in effect at the time of invoicing and shall be paid by Customer. To avoid the imposition of state sales and/or use taxes, Customer must supply Company with a valid Tax Exemption Certificate or other appropriate exemption certificate prior to the performance of Services; otherwise, Customer shall remain responsible for any and all applicable state sales and/or use taxes.

5. Term; Cancellation

Unless otherwise specified in a Service Agreement, this Agreement shall begin on the date Customer submits the service request and shall continue until the Services are completed or as otherwise specified in the applicable Service Agreement. Company or Customer may terminate this Agreement at any time upon thirty (30) days prior written notice to the other party; provided, however, that if Customer terminates for any reason, Customer shall remain obligated to pay for all Services performed by Company through the date of termination. If Customer cancels a scheduled service appointment with less than twenty-four (24) hours' notice, Customer is responsible for any costs incurred by Company as a result of such cancellation. If Company's technician travels to Customer's location and Customer cancels after the technician's arrival, Customer may incur an additional cancellation charge.

6. Parts; Delivery

Replaced parts and assemblies shall become the property of Company upon removal. For parts installed by Company, title and risk of loss transfer to Customer upon installation. Should Customer request expedited freight, Company will expedite the parts at Customer's additional cost if agreed to in writing. Unless otherwise stated in the applicable service quote, Company will ship FOB Origin, with title and risk of loss passing to Customer upon delivery of parts or materials to the carrier.

If Company's technician discovers that Customer's automatic door system does not comply with applicable local or regional codes, regulations, or standards, including ANSI 156.10, the technician will provide Customer with a proposal to perform the Services necessary to bring the door system into compliance. No additional Services will be performed on such door system unless Customer accepts the proposal and authorizes the technician to perform such Services. Customer acknowledges that an automatic door system that does not conform to applicable codes or regulations, including ANSI 156.10, can cause serious property damage, serious personal injury, or death.

7. Indemnity

While on Customer’s site and throughout the warranty period for the Services, if any, Company agrees to indemnify Customer and its directors, officers, and employees from third-party claims, damages, and expenses (including reasonable attorneys' fees) to the extent those losses were directly caused by: (i) the negligence or willful misconduct of Company or its employees; (ii) Company's failure to comply with applicable laws; or (iii) any claim of infringement or misappropriation of any third-party intellectual or proprietary right directly based on the Services provided. Notwithstanding the foregoing, Company shall have no obligations under this Section where the Services have been modified by any party other than Company. The foregoing indemnification obligations are contingent upon: (i) Customer providing Company with prompt written notice of any such claim after Customer has notice thereof; (ii) Customer diligently cooperating with Company in the defense and settlement of such claim, which shall include providing Company copies of all videos of the incident; and (iii) Customer allowing Company the right to control the defense and settlement of such claim. Company shall have no obligation to indemnify Customer with respect to any claim for which Customer fails to provide written notice to Company within twelve (12) months after Customer first receives notice of such claim.

8. Insurance

Company maintains the following insurance coverage: (i) workers' compensation meeting applicable statutory requirements; (ii) employer's liability with limits of $1,000,000 per accident, per disease per employee, and per disease policy limits; (iii) commercial general liability, including products and completed operations, with limits of $2,000,000; and (iv) commercial automobile liability with combined single limits of $1,000,000 per accident for owned, hired, and non-owned vehicles. Company will provide evidence of such insurance upon Customer's written request.

9. Limited Warranty

There are no guarantees or warranties except those specifically set forth herein. New STANLEY parts and materials shall be free from material defects for a period of one (1) year from the date of installation by an authorized Company representative. Remanufactured and non-STANLEY products and materials shall be free from material defects for a period of ninety (90) days from the date of installation. Labor and travel warranty on replaced parts is thirty (30) days. Extended warranties may be available for an additional charge.

This warranty does not apply when damage is caused by misuse, fire, water, storms, vandalism, accidents, acts of God, failure of Customer to operate or maintain the parts or materials in conformity with Company's or the applicable manufacturer's recommended operating and maintenance instructions, inappropriate or improper use, failure due to improper cleaning, adjustment, service, or repair by Customer or an unauthorized technician, or any other cause outside of Company's control. In the event that (i) the parts or materials have been tampered with, or (ii) work has been performed on the equipment by any person or entity other than an authorized Company technician, this Section and all warranties and indemnification obligations of Company set forth herein shall be void. Warranty services shall be performed during normal business hours, Monday through Friday, 8:00 a.m. to 5:00 p.m., excluding holidays. In the event that after-hours, weekend, or holiday warranty service is required, overtime or double-time labor rates will apply and will be invoiced at the rates set forth in the applicable Service Agreement.

ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE HEREBY DISCLAIMED. THE FOREGOING EXPRESSES ALL OF COMPANY'S OBLIGATIONS AND LIABILITIES WITH RESPECT TO THE SERVICES, PRODUCTS, AND MATERIALS FURNISHED BY COMPANY HEREUNDER.

10. Customer Responsibilities

For any on-site Service, Customer shall provide the following:

a. Site Contact. Customer must designate a site contact person and provide a contact number to ensure Company personnel can obtain assistance if needed while on-site.

b. Site Preparation. Customer is responsible for preparing the site to facilitate the Services. This includes ensuring that Company personnel have unobstructed access to the door. Specifically, there must be a clearance equal to the height of the door opening on one side, and a minimum of six (6) feet of clear space from the door panels (or guard railing/bollards) to enable safe access. Full access to the length of the door and door header must be maintained, free from obstructions such as fixtures, racking, pallets, or similar items.

c. Electrical Supply Isolation. Company may require the de-energization and isolation of the electrical supply to the door. Customer is responsible for providing Company with the means to isolate power to the door and must assist in identifying the disconnect source and location to ensure quick, easy, and safe access. If the site is not prepared or ready for the Services upon Company service personnel's arrival at the agreed upon time and date, Company may charge Customer for any delay and/or travel time at Company's applicable rates.

d. Daily Safety Inspections. Customer must perform a daily safety inspection of its automatic door systems in accordance with the instructions, guidelines, and/or specifications of its automatic door systems, including but not limited to the instructions outlined at https://www.aaadm.com/daily-safety-check/index.html. In the event Customer becomes aware that any automatic door system is malfunctioning or otherwise not working properly, or that any unsafe condition exists with respect to any automatic door system, Customer shall immediately remove such door system from service to mitigate any damage or risk thereof and immediately notify Company of such malfunction or unsafe condition. Customer acknowledges that it retains the care, custody, and control of the door systems and Company does not perform repairs or other Services unless Customer and Company agree in writing to have Company perform corrective work.

11. Limitation of Liability

NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, DOWNTIME, LOST PROFITS, OR COMMERCIAL LOSSES, WHETHER OR NOT BASED UPON COMPANY'S NEGLIGENCE, BREACH OF WARRANTY, STRICT LIABILITY IN TORT, OR ANY OTHER CAUSE OF ACTION. IN NO EVENT WILL COMPANY'S TOTAL LIABILITY UNDER THIS AGREEMENT EXCEED THE VALUE OF THE SERVICES PROVIDED UNDER THE APPLICABLE SERVICE REQUEST OR SERVICE AGREEMENT.

12. Notices

Any notice required or permitted under this Agreement shall be deemed legally valid and effective when delivered by: (i) personal delivery; (ii) commercial delivery service with delivery confirmation (e.g., FedEx, UPS, USPS); (iii) electronic mail in portable document format (.pdf) or other electronically scanned format; or (iv) electronic means with delivery confirmation (e.g., DocuSign). Notices to Company shall be sent to the address set forth in the applicable Service Agreement or as otherwise designated by Company in writing.

13. Miscellaneous

(a) Force Majeure. Except for payment obligations, neither party will be responsible for failure to perform in a timely manner when such failure results from events beyond its reasonable control, including acts of God, acts of war, blockades, pandemic, labor disputes, or parts shortages (each, a "Force Majeure Event"). For each Force Majeure Event, the affected party's time for performance will be extended for such time as is reasonably necessary to enable that party to perform.

(b) Relationship of the Parties. Nothing in this Agreement or the course of dealing of the parties may be construed to create a partnership, joint venture, or agency relationship, or as authorizing either party to obligate the other in any manner.

(d) Severability. If any provision of this Agreement is determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will remain enforceable and in full force and effect.

(e) Dispute Resolution; Arbitration. Any dispute, controversy, or claim arising out of or relating to this Agreement, or the breach, termination, or invalidity thereof, shall be submitted to final and binding arbitration as the sole and exclusive remedy for such controversy or dispute; provided, however, that Company may commence an action in a court of law for infringement of Company's intellectual property rights or for non-payment of amounts due and owing. BY AGREEING TO ARBITRATE, EACH PARTY IS GIVING UP ITS RIGHT TO GO TO COURT AND HAVE ANY DISPUTE HEARD BY A JUDGE OR JURY. Arbitration shall be administered exclusively by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures then in effect. The decision and award of the arbitrator shall be final and binding, and the award may be entered in any court having jurisdiction thereof. The arbitrator shall have no authority to amend or modify these Terms or to award punitive or exemplary damages.

(f) Governing Law; Jurisdiction. This Agreement will be governed by the laws of the state where the premises at which Company performs the Services is located, without regard to choice of law principles. Customer and Company each consent to the exclusive jurisdiction of the state and federal courts located in the jurisdiction in which the subject property is located.

(g) Prevailing Party. In connection with any claim arising out of this Agreement, the prevailing party is entitled to recover from the other party all reasonable costs and expenses incurred in connection with such claim.

(h) UN Convention. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods will not apply to this Agreement.

(i) Entire Agreement. This Agreement constitutes the entire agreement between the parties and any of their affiliates with respect to the Services covered herein, and supersedes any prior agreements, understandings, representations, and quotations with respect thereto.