1) Substantial Completion: Photos and/or Customer Training on system can and will be provided as proof of completion of installation and the project. Substantial Completion is the demonstration that all equipment, as listed on the accepted Proposal, has been installed and is operational. Upon the completion of the Finish phase the Client will be given training and all product Owner Manuals with warranty information, if applicable. The final payment will be due in full at this time. No payment may be withheld due to non-completion of additional work added “after the fact” (this includes, but is not limited to: color changes, product changes, programming changes/additions/subtractions, firmware updates, etc) and outside of the original approved contract or other requested changes to the programming or equipment functionality. Any disputes will be settled independently in good faith between the parties. Final Payment is expected before final commissioning.
2) Non-Payment Terms: Payment is due upon receipt of invoice. Imperial Security & Wiring, inc. (herein ISW) shall be entitled to a service charge of 3% per month on the unpaid balance. In the event the unpaid account is turned over for collection, Client shall be responsible for all Imperial Security & Wiring, inc.’s costs, services charges, and expenses (including reasonable attorneys’ fees) associated with the collection, in addition to the unpaid balance. If after 60 days client has not paid outstanding balance, Imperial Security & Wiring, inc. may exercise their Lien rights to secure their interests. Non-Payment within 30 will result in installed system being disabled. Client agrees and understands that system will not function, in part or in full, as intended past midnight of the 31st day. Client’s payment in full will result in system function being returned. Client also acknowledges that this may result in an on-site visit to restore function and may result in a service call at the current labor rate including any up charges for after hours and weekends.
3) Suspension of Work for Non-Payment: If payment has not been received, Client acknowledges that Imperial Security & Wiring, inc. has the right to suspend work within one day of the written notice of its intent to do so. Imperial Security & Wiring, inc. will not be liable for any loss or damages suffered resulting from said suspension nor is this act considered to be in breach of the contract.
4) Exclusive Access, Unauthorized Interference & Third-Party Work:
(a) Exclusive Control Prior to Final Payment. Client acknowledges that all systems installed, configured, programmed, or commissioned by Imperial Security & Wiring, Inc. (“Contractor”) constitute an integrated system requiring controlled access to maintain operational integrity and safety, and that until final payment is received in full, Contractor shall remain the exclusive authorized party permitted to access, modify, service, program, or connect to any portion of the systems installed under this Agreement.
(b) Prohibition on Third-Party Access. Client shall not permit any third party—including but not limited to electricians, builders, IT providers, AV companies, alarm companies, or security contractors—to access, modify, service, troubleshoot, or connect to Contractor-installed systems without prior written authorization from Contractor, which authorization shall not be unreasonably withheld once all outstanding balances are paid in full.
(c) Material Breach & Remedies. Any unauthorized access, modification, or interference by a third party shall constitute a material breach of this Agreement and shall, to the extent permitted by law, immediately void Contractor warranties and performance obligations, release Contractor from liability for system malfunction, degraded performance, or damages caused by such interference, and require any diagnostics, corrective work, or re-commissioning to be performed at Contractor’s then-current time-and-materials rates.
(d) Suspension of Services & Access. Upon discovery of unauthorized third-party access, Contractor may, upon reasonable notice, suspend service, revoke remote access, or restrict system functionality as reasonably necessary to protect system integrity until all unauthorized changes are corrected and all outstanding balances under this Agreement are paid in full.
(e) Limitation of Liability for Third-Party Acts. Client acknowledges that integrated control, networking, and security systems are sensitive to unauthorized changes, and Contractor shall not be responsible for failures, outages, cybersecurity exposure, or damages resulting from third-party access or modifications not authorized in writing by Contractor.
(f) Survival. The provisions of this section shall survive termination of this Agreement.
5) Insurance, Licenses & Bonds
Imperial Security & Wiring, inc. shall purchase and maintain such insurance necessary to protect Client from claims under workers compensation and from any damage to the Client’s property resulting from the conduct of this contract. Imperial Security & Wiring, inc. is licensed to perform the work stated in the state of North Carolina and Georgia.
(NC Alarm Lic: 127999-CSA | NC Electrical Lic: SP.FA/LV32522 | GA Unlimited Low Voltage License: LVU407039)
5a) INSURANCE: The Subscriber shall maintain a policy of public liability, property damage, burglary and theft insurance under which Imperial Security & Wiring, inc. and the Subscriber are named as insured, and under which the insurer agrees to indemnify and hold ISW harmless from and against all costs, expenses including attorneys' fees and liability arising out of or based upon any and all claims, injuries and damages arising under this agreement, including, but not limited to, those claims, injuries and damages contributed to by ISW's negligent performance to any degree or its failure to perform any obligation. The minimum limits of liability of such insurance shall be one million dollars for any injury or death, and property damage, burglary and theft coverage in an amount necessary to indemnify Subscriber for property on its premises. Imperial Security & Wiring, inc. shall not be responsible for any portion of any loss or damage which is recovered or recoverable by the Subscriber from insurance covering such loss or damage or for such loss or damage against which the Subscriber is indemnified or insured.
6) System Design
Subscriber acknowledges that any affirmation of fact or promise made by ISW shall not be deemed to create an express warranty unless included in this contract in writing; that Subscriber is not relying on Imperial Security & Wiring, inc.'s skill or judgment in selecting or furnishing a system suitable for any particular purpose and that there are no warranties which extend beyond those on the face of this agreement, and that Imperial Security & Wiring, inc. has offered additional and more sophisticated equipment for an additional charge which Subscriber has declined.
6A) Third-Party Designs and Device Placement Disclaimer:
Client expressly acknowledges and agrees that ISW shall not be held responsible or liable for the performance, reliability, effectiveness, or functionality of any system, component, device, layout, or design specification provided, dictated, or influenced by the Client, their agent(s), Builder, Architect, Interior Designer, or any unaffiliated third party. This includes, but is not limited to, device types, brands, quantities, wiring infrastructure, network configurations, and control methodologies.
ISW further disclaims any liability arising from the placement or positioning of system components, including but not limited to speakers, touch panels, cameras, control devices, sensors, and user interfaces, where such locations were directed by others. Improper placement may result in degraded system performance, inconsistent functionality, diminished coverage, or dissatisfaction. In all such cases, ISW bears no responsibility for resulting issues.
Client agrees that while ISW will make reasonable efforts to coordinate with designers or aesthetic professionals, performance, safety, and manufacturer-recommended guidelines shall take precedence over aesthetics. Should a client or representative prioritize aesthetics in a way that compromises system operation, the Client assumes full responsibility for the consequences.
Any ISW assistance to modify or support such externally influenced decisions will be billed at the current labor rate and shall not imply liability acceptance.
7) Confidentiality
Solicitation of Employees: Client agrees not to contract directly with Imperial Security & Wiring, inc.’s employees to provide work outside of this proposal either for work on this project and/or other projects. Any and all information in this design is considered confidential. Customer agrees not to share this information or proposal/invoice with any 3rd party.
8) Warranties
Imperial Security & Wiring, inc. warranties the parts and labor involved in your installation as outlined in the Proposal for a period of one year. Equipment Warranties will be provided in the Owner’s Manual or Equivalent. Imperial Security & Wiring, inc. will assist the Client with warranty issues for equipment purchased from Imperial Security & Wiring, inc. Labor provided to install Owner Furnished Equipment is exempt from all warranties.
9) Delay in Installation
Customer acknowledges that the product lines offered are subject to change, new models are released, and material shortages exist, thus some equipment may not be available at required times and thus substitutions of Lesser, Equal or Greater Value and Function may be used to complete the project. Materials must be purchased well in advance of installation. Thus time is of the essence for Proposal Approval. Customer accepts any additional costs incurred by such delays or changes. Customer agrees to discuss this with both Contractor (Builder) and Imperial. Customer further acknowledges that these delays in materials may impact such events, but are not limited to, rough-in inspections, Certificate of Occupancy (CO), and move-in dates, and holds Imperial Security & Wiring, inc. harmless for these delays. Some lead times may exceed time frame to build home and client agrees to any and all of these delays.
10) ALTERATION OF PREMISES FOR INSTALLATION:
ISW is authorized to make preparations such as drilling holes, driving nails, making attachments or doing any other thing necessary in ISW's sole discretion for the installation and service of the system, and ISW shall not be responsible for any condition created thereby as a result of such installation, service, or removal of the security system, and Subscriber represents that the owner of the premises, if other than customer, authorizes the installation of the system under the terms of this agreement.
11) Alarm Systems
a) Contracts for monitoring are a separate document and pricing does not reflect any applicable Taxes
b) Standard Monitoring Rates are as follows (As Of 1/1/2021):
B1) 36 Month Agreement $27.50 p/mo
B2) 24 Month Agreement $34.99 p/mo
B3) 12 Month Agreement $39.99 p/mo
B4) 1 Month Agreement $49.99 p/mo
c) AV Equipment and Servicing Contract Rates (As of 1/1/2021)
A) Add-On Agreement $99 p/mo
1)Includes 2 Scheduled Seasonal Services (Fall and Spring Service)
a) Firmware updates
b) TV dismounting services for outdoor spaces
d) Alarm System Testing & Client Responsibility
(a) Client Duty to Test. Client acknowledges that alarm and life-safety systems require regular testing to verify proper operation and that it is the sole responsibility of the Client to test the alarm system at least monthly, or to request that Imperial Security & Wiring, Inc. (“Contractor”) perform such testing on Client’s behalf, which testing services may be subject to additional fees unless otherwise stated in writing.
(b) No Duty to Monitor Testing. Contractor shall have no obligation to initiate, schedule, or remind Client to test the alarm system unless expressly agreed to in writing.
(c) Lack of Notice of Malfunction. Contractor shall not be responsible or liable for any failure, malfunction, or degraded performance of the alarm system where Client has failed to conduct required testing or failed to notify Contractor of an observed issue, and Contractor shall not be responsible for lack of notice of any malfunction, defect, or failure that would have been reasonably discoverable through routine testing.
(d) Limitation of Liability. Client acknowledges that alarm systems reduce risk but do not eliminate it, and that Contractor is not an insurer of life or property; accordingly, Contractor shall not be liable for loss, damage, or injury resulting from alarm system failure where Client has not performed required testing or has not requested testing by Contractor.
(e) Survival. The provisions of this section shall survive termination of this Agreement.
12) Final Payment
A) Project must be paid in full before any programming is commissioned.
B) System will operate for no more than 30 days before being disabled without final payment.
13) Service & Support
Labor Rate is $249.99(plus any applicable Tax) per hour per Technician as of 1/1/2026. Contractor offers support & troubleshooting on-site and over the phone. Non-warranty phone support is billed in 30 minute increments. Non-warranty onsite support is billed in 1 hour increments. Contractor business hours are Monday-Friday 9am-5pm. After-Hours and Weekend On-Site Service or After-Hours and Weekend Phone Calls are billed at 1.5 the current labor rate. Software/Firmware Updates, iPhones, iPads, Android and other 3rd party control devices provided by the contractor or client are not covered by contractor’s warranty or maintenance programs. Support for these devices is available and will be billed at Contractors standard labor rate.
14) Service Providers (ISP, etc)
Contractor does not warranty any phone, internet, satellite, streaming or cable equipment. Service calls related to power failures, surge, or service provider outages are not covered by warranty or maintenance packages. Internet, TV, and phone service must be active at the home prior to finish installation scheduling. Return trips due to insufficient services or untimely service connections will be billed at Imperial's standard labor rate.
15) Contractor Pricing (Management Fee)
Contractor Direct Pricing reflects a 20% project discount to the contractor. This accounts for the management (scheduling, changes, points of contact, and coordination of trades with Imperial) of the project through the Contractor (Builder). If client is working with Imperial Security & Wiring, inc. direct and not through a contractor, a 20% management fee will be added to overall scope for project management and client agrees to be the contact for Imperial to be informed on schedules, changes, points of contact, and coordination of trades with Imperial in lieu of a contractor. Imperial maintains relationships with certain contractors to provide discounted management pricing of 10% instead of the standard 20%. Management fee is added to the overall total of the project. If the proposal qualifies for a discounted management fee to the contractor, this will be noted in project terms.
16) Design Fee
Clients requesting Imperial Security & Wiring, inc. design a technical system or proposal for a system will be subject to and agree to a design fee of at least $1500 (plus any applicable taxes) or up to 10% of the initial project scope, whichever is greater. Design price is based on the currently hourly rate. If client hires Imperial Security & Wiring, inc for the designed project this design fee will be waived as part of an overall design required for said system.
17) Terms and Conditions
Terms and Conditions are subject to change. It is the sole responsibility of the client to check these Terms and Conditions from time to time. Updates to these Terms and Conditions will be made here and to any proposal via the website www.ImperialSecurityAndWiring.com. Imperial will make no other notices than to this web page or any proposal.
18) NC SALES TAX
A NC 589-CI Form will be required for removal of sales tax on labor. Without a form on file Sales Tax will be added and charged to labor as required by NC State Law.
19) Non-Stock & Custom Ordered Items
Customer Acknowledges on any non-stock and custom order items (Shades, Custom Finishes, etc) there are no returns and built-to-order products have lead times above normal "off-the-shelf" lead times. Custom Shades take an average of 16 weeks but may be longer. ETA for custom materials will be provided upon order confirmation only. Imperial does not stock equipment other than minor parts not to exceed $500 as well as repair items.
20) Construction Readiness, Scheduling, Programming & Return Trips
1. Project Pricing Assumptions
The Contract Sum is based upon a standard construction schedule and assumes Imperial Security & Wiring, Inc. (“ISW”) may perform work in a logical, uninterrupted sequence. Pricing assumes the Project will be sufficiently complete and ready at the time each scheduled phase is to occur. No materials will be ordered without initial payment.
Contract pricing includes labor and scheduling for the following standard project phases unless otherwise specified in writing:
One (1) primary rough-in phase
One (1) primary trim-out phase
One (1) dedicated programming, testing, and commissioning phase
One (1) punch-list or final adjustment visit
Pricing is based upon these phases occurring in proper sequence and without repeated mobilizations caused by incomplete construction, trade interference, schedule compression, or Client-requested acceleration.
2. Rough-In Readiness Requirements
A Project shall be considered ready for rough-in only when conditions reasonably permit uninterrupted installation of low-voltage systems and infrastructure.
Minimum rough-in readiness includes, but is not limited to:
Framing substantially complete in affected areas
Approved plans, locations, and scope finalized
Mechanical, plumbing, and electrical pathways coordinated and completed
Required framing modifications complete
Work areas accessible and safe for installation
No material construction conflicts preventing installation
If ISW mobilizes for rough-in and the Project is not reasonably ready, including incomplete framing, unresolved trade conflicts, inaccessible work areas, missing decisions, active interference from third-party contractors, or incomplete prerequisite work, ISW reserves the right to demobilize and reschedule.
3. Trim-Out Readiness Requirements
A Project shall be considered ready for trim-out only when finish construction has progressed sufficiently to permit uninterrupted installation of devices, equipment, and final system components.
Minimum trim-out readiness includes:
Drywall complete in affected areas
Painting substantially complete
Cabinetry, millwork, and finished surfaces installed where device locations are impacted
Electrical trim substantially complete
Every fixture must have, at minimum, a single operable light bulb.
A 'Keyless' fixture shall be used in instances where a fixture is not available for install.
Minimum Temporary power operational and stable
Equipment spaces accessible and environmentally suitable
Active dust-producing construction substantially complete
If ISW arrives for trim-out and conditions prevent efficient completion of work, ISW may suspend work and reschedule at its discretion.
4. Programming, Testing & Commissioning Requirements
Client acknowledges that integrated technology systems—including but not limited to automation, lighting control, networking, Wi-Fi, audio/video, surveillance, security, access control, HVAC integration, motorized shading, and related systems—require dedicated time for programming, calibration, testing, troubleshooting, and final commissioning prior to occupancy.
ISW requires a dedicated period of one (1) to two (2) weeks, depending upon project size and system complexity, immediately prior to occupancy or move-in for final programming, testing, and commissioning.
This timeline begins only after all third-party trades have fully completed their work, including but not limited to electricians, HVAC contractors, plumbers, painters, flooring installers, cabinet installers, finish carpenters, internet providers, pool contractors, landscapers, and any contractor whose work may affect installed systems.
ISW cannot fully test, calibrate, or certify proper operation of systems while construction remains active or incomplete.
The Project shall not be deemed “Ready for Commissioning” until:
Permanent power is active and stable
HVAC systems are fully operational (when applicable)
Internet service is installed and functioning (when applicable)
Electrical systems and loads are complete and operational
Lighting fixtures, shades, TVs, speakers, keypads, thermostats, and related devices are installed, tested and operational
No active third-party construction work materially interferes with testing or operation
Construction dust-producing activities are substantially complete
Client acknowledges that accelerated occupancy, temporary CO approvals, or compressed construction schedules do not eliminate required programming and commissioning timelines.
5. Out-of-Sequence Work, Return Trips & Rush Scheduling
Contract pricing assumes work may be completed in a standard sequence with reasonable efficiency. Repeated site visits, fragmented scheduling, or premature mobilizations materially increase labor, project management, troubleshooting, and programming costs.
If ISW is requested to mobilize before a Project is ready, or if ISW is required to return due to circumstances outside of its control, such work shall constitute Additional Billable Work.
Examples include, but are not limited to:
Site not ready upon arrival
Incomplete work by electricians, HVAC, plumbing, cabinetry, flooring, drywall, painters, internet providers, or other trades
Missing power, internet, or operational systems
Builder or Client scheduling conflicts
Trade damage to installed equipment or wiring
Device relocation requests or design changes
Repeated visits due to inaccessible areas or incomplete finishes
Equipment delayed by Client or third parties
Programming changes caused by modifications after initial commissioning
Such work shall be billed as a Change Order at ISW’s prevailing labor, programming, project management, and mobilization rates.
In addition, ISW reserves the right to assess a Rush Charge and/or Out-of-Sequence Scheduling Charge for work requested prior to Project readiness, compressed timelines, fragmented scheduling, or expedited turnover requirements.
At ISW’s discretion, additional charges may include:
A minimum mobilization fee;
Time and material billing; or
A charge equal to no less than five percent (5%) of the affected project phase, whichever is greater.
For purposes of this Agreement, “Affected Project Phase” shall mean the scheduled rough-in, trim-out, programming, commissioning, or punch-list work delayed, interrupted, accelerated, or fragmented due to conditions outside of ISW’s control.
ISW shall not be responsible for delays, incomplete functionality, reprogramming, additional costs, or system performance issues caused by unfinished construction, third-party contractor interference, unavailable utilities, Client-requested acceleration, or premature occupancy.
21) Price Adjustments Due to Economic Uncertainty.
Prices are accurate as of contract/proposal date and will be maintained for products currently in stock. Notwithstanding anything contained herein to the contrary, prices may be adjusted by Imperial Security & Wiring, inc, upon notice to Client [BUYER, Signer of Contract] and at any time regardless of whether a proposal or quotation has been accepted to take into account any additional or new tariff/duty (including, but not limited to, those arising under U.S. anti-dumping and countervailing duty laws, the International Emergency Economic Powers Act, Section 232 of the Trade Expansion Act of 1962, Section 301 of the Trade Act of 1974, or other applicable statutes), quota, tariff-rate quota, or costs associated with the withdrawal of tariff/duty preferences under a trade agreement or otherwise. Any increase will be strictly limited to the costs incurred as a result of the additional import charges.
Fuel Surcharge. ISW may include a fuel surcharge due to uncertainties in availability and costs.
22) — CYBERSECURITY, UNAUTHORIZED ACCESS, AND DIGITAL THREATS
1. ACKNOWLEDGMENT OF CYBERSECURITY RISKS
Client acknowledges and understands that all electronic, network-connected, wireless, cloud-based, and remotely accessible equipment and systems are inherently susceptible to cybersecurity threats, hacking attempts, unauthorized access, electronic intrusion, malicious interference, and other forms of digital attack.
These risks exist regardless of the manufacturer, equipment specifications, installation methods, network configuration, security protocols, or protective measures employed.
ISW makes no representation, warranty, or guarantee that any system designed, furnished, installed, programmed, serviced, maintained, or monitored by ISW will be immune to cybersecurity threats, unauthorized access, or compromise.
Client expressly acknowledges that no electronic system, network, security system, access control system, or cybersecurity measure can provide absolute protection against all existing or future cyber threats.
2. THIRD-PARTY CYBERATTACKS AND UNAUTHORIZED ACCESS
To the fullest extent permitted by applicable law, ISW shall not be responsible or liable for hacking attempts, successful unauthorized access, cybersecurity breaches, electronic intrusion, or malicious interference originating from third parties outside ISW's reasonable control.
Such threats include, but are not limited to, activities conducted or facilitated by:
a. Domestic or foreign individuals, organizations, or entities.
b. Hackers, cybercriminals, organized criminal enterprises, or other malicious actors.
c. Foreign governments, state-sponsored organizations, intelligence agencies, or politically motivated groups.
d. Artificial intelligence (AI), autonomous agents, machine learning systems, automated hacking programs, bots, or other computerized technologies.
e. Human operators utilizing AI-assisted, automated, or emerging technologies to identify, exploit, or circumvent security protections.
f. Malware, ransomware, spyware, viruses, phishing schemes, credential harvesting, denial-of-service attacks, or similar methods.
g. Individuals or entities exploiting vulnerabilities in manufacturer equipment, software, firmware, operating systems, cloud services, or third-party applications.
h. Unauthorized users accessing systems through compromised passwords, credentials, accounts, personal devices, communication networks, or third-party services.
i. Newly developed, previously unknown, or reasonably unforeseeable methods of electronic intrusion or cyberattack.
These provisions apply regardless of whether an attack originates domestically or internationally, whether the identity of the responsible party is known or unknown, or whether the attack is conducted manually, automatically, or through artificial intelligence.
3. NO GUARANTEE AGAINST CYBERSECURITY BREACHES
Client understands and agrees that ISW's professional design, installation, programming, configuration, servicing, or monitoring of electronic systems does not constitute a guarantee that such systems cannot be hacked, accessed without authorization, disabled, manipulated, intercepted, or otherwise compromised.
Any cybersecurity protections configured or implemented by ISW are intended to reduce reasonable and identifiable risks but cannot eliminate all potential vulnerabilities.
The existence of security features, encryption, firewalls, password protection, network segmentation, access restrictions, or other protective technologies shall not be interpreted as a guarantee of absolute security.
4. CLIENT RESPONSIBILITY FOR FIRMWARE, SOFTWARE, AND SECURITY MAINTENANCE
Client acknowledges that cybersecurity protection requires ongoing maintenance throughout the operational life of installed systems.
Client is solely responsible for ensuring that all applicable equipment, devices, network components, operating systems, applications, firmware, and associated software remain updated with the latest manufacturer-recommended and compatible software versions, firmware releases, and security patches.
Client shall fulfill this responsibility through one of the following methods:
a. Client-Performed Maintenance
Client may independently monitor manufacturer updates, review applicable recommendations, and ensure that necessary firmware, software, and security updates are properly installed.
Client assumes responsibility for the consequences of performing or authorizing such work independently, subject to any applicable manufacturer requirements, ISW contractual restrictions, and applicable law.
b. ISW-Performed Maintenance
Client may engage ISW to perform firmware updates, software updates, security patches, and related system maintenance.
Such services shall be separately contracted and billed at ISW's then-current service rates unless expressly included in an active written maintenance agreement.
Unless expressly agreed to in writing, ISW has no continuing obligation following substantial completion to monitor manufacturer updates, identify vulnerabilities, notify Client of available updates, schedule maintenance, install firmware, update software, or perform cybersecurity inspections.
Client acknowledges that ISW is not automatically engaged to provide ongoing cybersecurity maintenance merely because ISW originally designed, sold, installed, or programmed the system.
Updates shall be selected and applied in accordance with manufacturer recommendations, equipment compatibility requirements, and reasonable system stability considerations. Client understands that the most recently released firmware is not necessarily suitable for immediate installation when manufacturer guidance, compatibility limitations, or known operational issues warrant postponement.
Client is responsible for ensuring that appropriate maintenance is completed within a reasonable period following the availability of applicable manufacturer-recommended updates, with appropriate priority given to critical security vulnerabilities.
5. FAILURE TO MAINTAIN SYSTEMS
Client acknowledges that outdated firmware, unsupported software, unpatched vulnerabilities, compromised credentials, or improperly maintained equipment may increase the likelihood of unauthorized access, system compromise, equipment malfunction, or loss of functionality.
To the fullest extent permitted by applicable law, ISW shall not be responsible or liable for cybersecurity incidents, unauthorized access, operational failures, or resulting damages to the extent caused by Client's failure to maintain or authorize appropriate updates, patches, or security measures.
This exclusion includes circumstances in which Client:
a. Fails to install applicable manufacturer-recommended firmware or software updates.
b. Declines, postpones, or neglects recommended cybersecurity maintenance.
c. Continues operating equipment with known or publicly disclosed vulnerabilities without appropriate mitigation.
d. Utilizes outdated, obsolete, or manufacturer-unsupported equipment.
e. Fails to maintain secure passwords, account credentials, or appropriate access restrictions.
f. Permits unauthorized persons or third-party contractors to access, modify, service, or reconfigure installed systems.
g. Installs incompatible or unauthorized software, hardware, applications, or network-connected devices.
h. Disables or circumvents manufacturer or ISW-configured security protections.
Client further acknowledges that ISW shall not be responsible for the failure of third-party manufacturers to release necessary updates, correct known vulnerabilities, maintain cloud services, or continue supporting previously manufactured equipment.
6. EQUIPMENT OBSOLESCENCE AND MANUFACTURER SUPPORT
Client acknowledges that manufacturers may discontinue products, terminate software support, discontinue firmware development, or cease providing security patches at any time.
ISW does not guarantee that any product will receive continued cybersecurity updates or manufacturer support for its entire operational lifespan.
Where equipment becomes obsolete, unsupported, or incapable of receiving necessary updates, Client shall be responsible for the cost of replacement, modernization, or other corrective action.
Equipment replacement, system upgrades, modernization, and related labor shall not be included under ISW's installation warranty unless expressly stated otherwise in writing.
7. THIRD-PARTY ACCESS AND MODIFICATIONS
Client acknowledges that unauthorized access to, or modifications of, ISW-installed systems by third parties may compromise cybersecurity, operational integrity, manufacturer support, and system reliability.
During any period in which ISW's existing contractual restrictions on third-party access apply, Client shall not authorize another contractor, integrator, technician, or service provider to access, alter, program, service, or modify ISW-controlled systems without ISW's prior written authorization.
Any permitted third-party work shall remain subject to ISW's applicable warranty provisions and contractual restrictions.
ISW shall not be responsible for cybersecurity vulnerabilities, malfunctions, system instability, or resulting damages attributable to unauthorized third-party access, modifications, or equipment installations.
8. LIMITATION OF LIABILITY FOR CYBERSECURITY INCIDENTS
To the fullest extent permitted by applicable law, ISW shall not be liable for losses, damages, expenses, or claims arising from third-party cybersecurity incidents, unauthorized access, or malicious digital activity outside ISW's reasonable control, including, without limitation:
a. Unauthorized operation, manipulation, or disabling of security, surveillance, access control, lighting, climate control, audio/video, automation, or other connected systems.
b. Theft, exposure, corruption, destruction, or unauthorized disclosure of personal, confidential, financial, or electronic information.
c. Loss of privacy, unauthorized surveillance, interception of communications, or unauthorized access to recorded or transmitted information.
d. Interruption or loss of Internet, network, cloud, remote access, or connected system functionality.
e. Financial losses, business interruption, loss of revenue, loss of data, or costs associated with system restoration.
f. Property damage or other losses resulting from unauthorized manipulation of electronic or automated systems, except to the extent liability cannot lawfully be excluded.
g. Expenses associated with cybersecurity investigations, recovery, remediation, replacement, or reconfiguration.
This provision is intended to allocate risks arising from independent third-party attacks and Client-controlled maintenance decisions. It shall not exclude liability for ISW's gross negligence, willful misconduct, breach of expressly assumed contractual obligations, or other liability that cannot lawfully be waived.
9. CYBERSECURITY INCIDENT RESPONSE AND REMEDIATION
Client acknowledges that investigation, diagnosis, recovery, restoration, reprogramming, replacement, or remediation of equipment or systems affected by a cybersecurity incident constitutes a separate service.
Such services are not included in ISW's installation warranty unless expressly provided by applicable law or a separate written agreement.
Client shall be responsible for all applicable diagnostic, labor, equipment, programming, replacement, and related costs associated with responding to cybersecurity incidents outside ISW's contractual responsibility.
ISW reserves the right, where reasonably necessary to protect affected systems or prevent further compromise, to recommend or implement appropriate protective measures within the scope of its contractual authority, including restricting remote connections or isolating affected equipment.
Any action affecting monitored security, fire, life-safety, or other regulated systems shall remain subject to applicable law, operational safety requirements, and existing contractual monitoring obligations.
ISW does not guarantee that compromised data, programming, equipment configurations, or system functionality can be fully restored following a cybersecurity incident.
10. INSTALLATION WARRANTY EXCLUSIONS
Client expressly acknowledges that ISW's installation warranty applies only to qualifying installation workmanship as defined in the applicable warranty provisions of the Agreement.
ISW's installation warranty does not include ongoing firmware updates, software updates, cybersecurity maintenance, vulnerability assessments, cyberattack prevention, incident response, or restoration following unauthorized access.
Cybersecurity incidents, hacking attempts, unauthorized access, malware infections, manufacturer software vulnerabilities, and other digital threats do not, by themselves, constitute defects in ISW's installation workmanship.
Damage, malfunction, or system compromise arising from such incidents shall not be considered warranty work except where expressly required by applicable law or written contractual obligations.
Any warranty consequences arising from unauthorized third-party work shall be governed by the Agreement's separate third-party-access and installation-warranty provisions.
11. CLIENT ACCEPTANCE AND ASSUMPTION OF RISK
By executing this Agreement, Client acknowledges and agrees that:
a. No electronic or network-connected system can be guaranteed completely secure against hacking, unauthorized access, or cybersecurity threats.
b. Cybersecurity threats may originate from domestic or foreign sources, human operators, automated systems, artificial intelligence, or unknown entities.
c. ISW does not warrant or guarantee absolute protection against such threats.
d. Ongoing firmware, software, and cybersecurity maintenance is Client's responsibility unless expressly contracted otherwise in writing.
e. Client may perform authorized maintenance independently or engage ISW to perform such services at additional cost.
f. Failure to maintain applicable manufacturer-recommended updates and security measures may increase cybersecurity risks and affect the allocation of liability under this Agreement.
g. Ongoing cybersecurity maintenance and incident remediation are not included in ISW's installation warranty unless expressly stated otherwise in writing.
h. Client assumes the inherent risks of owning and operating electronic and network-connected systems, except to the extent such risks or losses are the legal responsibility of ISW.
12. SURVIVAL AND ENFORCEABILITY
The acknowledgments, limitations of liability, risk allocations, and warranty exclusions contained in this section shall survive substantial completion, expiration, or termination of this Agreement to the fullest extent permitted by applicable law.
If any provision of this section is determined to be invalid or unenforceable, the remaining provisions shall remain in full force and effect to the extent legally permissible.
Nothing contained herein shall waive or limit any duty, obligation, or liability that cannot lawfully be waived or limited under applicable federal, state, or local law.