Legal
ERCES/BDA System
Annual Service Program
Terms and Conditions
Date: August 17, 2026
These Terms and Conditions (“Terms”) govern the provision of preventive maintenance, inspection, testing, reporting, and related services by Access Control Technologies, LLC (“ACT”) to the customer identified in the Proposal (“Customer”). These Terms are incorporated by reference into each Proposal and, together with the Proposal, constitute the entire
agreement between ACT and Customer regarding the annual service program (the “Agreement”). By accepting a Proposal, issuing a purchase order, or authorizing ACT to commence Services, Customer agrees to be bound by these Terms. In the event of any conflict between these Terms and a Proposal, the Proposal shall control solely with respect to the conflicting
provision. If a purchase order, work order, or other customer-issued document contains terms that conflict with or add to the Agreement, such conflicting or additional terms shall be of no force or effect unless expressly accepted in a written agreement signed by an authorized representative of ACT.
1. Definitions. For purposes of the Agreement, the following terms shall have the meanings set forth below:
“AHJ” means the governmental agency, fire marshal, building official, code enforcement authority, or other entity having authority over the installation, operation, inspection, testing, or approval of the Covered System.
“Applicable Laws” means all applicable federal, state, provincial, and local statutes, regulations, ordinances, codes, and administrative requirements governing the Services or the Covered System.
“Applicable Standards” means the codes, standards, manufacturer recommendations, and industry practices applicable to the Covered System on the date the Services are performed, including, where applicable, the International Fire Code, NFPA 1225 (or any successor standards), and any locally adopted amendments.
“Corrective Maintenance” means troubleshooting, diagnostic services, repair recommendations, repair labor, replacement of failed components, emergency service, software updates, firmware updates, or any other work intended to restore the Covered System to proper operation.
“Covered System” means only the ERCES/BDA equipment and associated components specifically identified in the Proposal.
“Excluded Services” means all labor, materials, equipment, repairs, replacements, engineering, permitting, monitoring, testing, or other services not expressly included in the Proposal.
“Facility” means the facility identified in the Proposal where the Covered System is located.
“Force Majeure Event” means any event beyond ACT’s reasonable control, including acts of God, severe weather, flood, fire, terrorism, war, governmental action, labor disputes, transportation delays, utility interruptions, pandemics, epidemics, manufacturer shortages, or supply chain disruptions.
“Inspection Report” means the written report documenting the Services performed, observations made, deficiencies identified, and recommendations prepared by ACT.
“Preventive Maintenance” means scheduled inspection, testing, documentation, and maintenance services intended to identify observable deficiencies and verify the operational status of the Covered System.
“Proposal” means ACT’s written proposal identifying the Covered System, selected Service Program term, pricing, and included Services.
“Remote Monitoring” means communication equipment allowing ACT remote access to diagnostic information from the Covered System where separately installed.
“Remote Troubleshooting” means diagnostic assistance performed through Remote Monitoring without dispatching personnel to the Facility.
“Service Program” means the ERCES/BDA Annual Service Program described in the Proposal.
“Service Term” means the initial term identified in the Proposal together with any renewal period agreed upon in writing.
“Service Year” means each consecutive twelve (12) month period during the Service Term.
“Services” means the Preventive Maintenance, Corrective Maintenance, inspections, testing, reporting, troubleshooting, and related work performed by ACT pursuant to the Agreement.
“System Deficiency” means any observed fault, impairment, alarm, damaged component, code deficiency, degraded performance, or condition that may adversely affect operation of the Covered System.
“Work Product” means all Inspection Reports, maintenance records, service documentation, photographs, test results, recommendations, and other documentation prepared by ACT.
2. Scope of Services. The Services to be provided by ACT shall be those expressly identified in the Proposal. Customer acknowledges and agrees that ACT offers multiple Service Program options, each of which may vary in scope, frequency, and level of Services. ACT’s obligations are limited to the Services expressly included within the Service Program selected
by Customer. ACT shall have no obligation to perform any inspection, testing, maintenance, repair, monitoring, consulting, or other service that is not expressly identified in the Proposal or otherwise authorized by Customer in writing. Any services requested by Customer that are outside the scope of the Proposal shall constitute additional services and shall be subject to ACT’s availability and rates in effect at the time such services are requested, unless otherwise agreed in writing.
3. Customer Responsibilities. Customer shall: (a) provide ACT with timely, safe, and unrestricted access to the Facility and the Covered System during normal business hours or at such times as mutually agreed; (b) provide any required building access credentials, security escorts, keys, badges, or permissions necessary for ACT to perform the Services; (c)
ensure that all utilities necessary for operation and testing of the Covered System are operational at the time Services are performed; (d) promptly disclose to ACT any known System Deficiencies, outages, modifications, damage, or prior repairs affecting the Covered System; (e) maintain the Covered System in accordance with manufacturer recommendations between scheduled service visits; (f) promptly review Inspection Reports and authorize or decline recommended Corrective Maintenance within a reasonable period of time; (g) refrain from modifying or permitting third parties to modify the Covered System in a manner that could adversely affect its operation without first notifying ACT; and (h) comply with all Applicable Laws relating to ownership, operation, and maintenance of the Covered System.
4. Scheduling, Site Access, and Additional Services.
a. Customer is solely responsible for contacting ACT to schedule all Preventive Maintenance visits included within the Proposal. Unless otherwise agreed in writing, Preventive Maintenance visits shall be scheduled during the applicable Service Term and are subject to ACT’s personnel availability, normal business hours, and reasonable
scheduling requirements. ACT shall make commercially reasonable efforts to accommodate Customer’s requested service dates; however, requested dates are not guaranteed and shall be confirmed by ACT in writing or by other mutually agreed means.
b. Customer shall provide ACT with timely and unrestricted access to the Facility and the Covered System, together with any required escorts, security credentials, or other permissions necessary to perform the Services. If ACT is unable to perform scheduled Services due to Customer’s failure to provide access, unavailable escorts, unsafe Facility conditions, Customer-requested postponement or cancellation, or any other circumstance within Customer’s reasonable control, ACT may charge a reasonable trip charge, mobilization fee, or rescheduling fee at ACT’s then-current rates.
c. Any labor, materials, inspections, testing, engineering, troubleshooting, consultations, repairs, programming, or other work requested by Customer that is outside the scope of the selected Service Program shall constitute additional services and shall be performed only upon Customer’s authorization and billed at ACT’s then-current rates, unless otherwise agreed in writing.
5. Inspection Reports; Corrective Maintenance Recommendations.
a. Following completion of each Preventive Maintenance visit, ACT shall prepare and provide Customer with an Inspection Report documenting the Services performed, observations made during the inspection, and any System Deficiencies identified by ACT. Inspection Reports are intended solely to document the observable condition of the Covered System at the time the Services are performed. Inspection Reports do not constitute anengineering analysis, certification of code compliance, warranty of system performance, guarantee that all
deficiencies have been identified, or representation that additional latent or intermittent defects do not exist. Any recommendations contained in an Inspection Report are advisory in nature and are based upon ACT’s observations at the time of inspection. Customer acknowledges that System Deficiencies may develop after completion of the inspection due to normal wear, equipment failure, environmental conditions, modifications to the Covered System, or other causes beyond ACT’s control.
b. Unless otherwise expressly included within the Proposal, ACT shall have no obligation to perform Corrective Maintenance identified in an Inspection Report. Any Corrective Maintenance shall constitute additional services and shall be performed only after authorization by Customer.
c. Customer acknowledges that continued operation of the Covered System following identification of a System Deficiency is at Customer’s sole risk. ACT shall have no responsibility or liability arising from Customer’s decision to delay, decline, or otherwise fail to authorize recommended Corrective Maintenance.
6. Regulatory Compliance. ACT shall perform the Services in accordance with Applicable Laws and Applicable Standards in effect on the date the Services are performed. Customer acknowledges that Applicable Laws, Applicable Standards, manufacturer requirements, and interpretations of AHJ may change from time to time. ACT does not warrant or
represent that the Covered System complies with future code revisions, changes in Applicable Laws, changes in Applicable Standards, or revised interpretations issued by an AHJ after the date Services are performed. Nothing contained in the Agreement shall be construed as a certification that the Covered System complies with Applicable Laws or Applicable
Standards. Responsibility for maintaining compliance with all Applicable Laws applicable to the Facility and the Covered System remains solely with Customer. If changes in Applicable Laws, Applicable Standards, manufacturer requirements, or directives issued by an AHJ require modifications, upgrades, repairs, replacement equipment, or additional testing, such
work shall constitute additional Services and shall not be included within the Service Program unless expressly identified in the Proposal.
7. Life Safety System Disclaimer. Customer acknowledges that the Covered System is intended to enhance emergency responder radio communications within the Facility but is not a fail-safe system and may not function under every operating condition or emergency circumstance. ACT does not manufacture the Covered System and makes no representation or warranty regarding the design, operation, reliability, radio coverage, signal strength, interoperability, or continued performance of the Covered System. Customer further acknowledges that no inspection, testing, maintenance program, or repair service can eliminate the possibility of equipment malfunction, interruption of communications, component failure, environmental interference, or degradation of system performance. Accordingly, ACT does not warrant or guarantee that: (a) the Covered System will operate continuously or without interruption; (b) emergency responders will receive uninterrupted radio communications; (c) all deficiencies will be identified during any inspection; (d) the Covered System will satisfy every operational expectation of Customer or any AHJ; or (e) injury, death, property damage, business interruption, or other losses will not occur.
8. Pricing and Payment.
a. The fees for the selected Service Program shall be as set forth in the Proposal. Upon execution of the Agreement, ACT shall invoice Customer for the total Service Program fee applicable to the entire Service Term. Unless otherwise expressly stated in the Proposal, the total Service Program fee shall be due and payable in full within ten (10) calendar days from the date of the invoice, regardless of the timing of any Services performed during the Service Term. Customer acknowledges and agrees that the Service Program fee is based upon ACT reserving personnel, scheduling capacity, administrative resources, and service availability throughout the Service Term and is not contingent upon Customer’s utilization of the Services. Except as expressly provided in the Agreement or required by Applicable Law, the Service Program fee is non-refundable once the Agreement has been executed.
b. Unless otherwise expressly stated in the Proposal, all fees are exclusive of applicable federal, state, provincial, and local sales, use, excise, value-added, or similar taxes, as well as any governmental assessments, permit fees, or other charges imposed in connection with the Services. Customer shall be responsible for payment of all such amounts, excluding taxes imposed on ACT’s net income. Any additional Services requested by Customer or performed by ACT outside the scope of the Proposal shall be invoiced separately and shall be payable in accordance with the payment terms set forth on the applicable invoice.
c. Any amount not paid when due shall accrue interest at the lesser of 1.5% per month or the maximum rate permitted by Applicable Law, calculated from the original due date until paid in full. Customer shall reimburse ACT for all reasonable costs incurred in collecting overdue amounts, including reasonable attorneys’ fees, court costs, and collection agency fees, to the extent permitted by Applicable Law.
d. ACT may suspend performance of any Services, including scheduled Preventive Maintenance visits and additional services, upon written notice if any undisputed invoice remains unpaid after its due date. Any such suspension shall not relieve Customer of its payment obligations, extend the Service Term, or entitle Customer to any credit, refund, or additional services.
9. Warranty Disclaimer. THE SERVICES PROVIDED UNDER THE AGREEMENT CONSIST OF PROFESSIONAL INSPECTION, TESTING, REPORTING, AND RELATED MAINTENANCE SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THE AGREEMENT, ACT DISCLAIMS ALL WARRANTIES, REPRESENTATIONS, AND CONDITIONS, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT, OR THAT THE COVERED SYSTEM WILL OPERATE WITHOUT INTERRUPTION OR ERROR.NO EMPLOYEE, AGENT, OR REPRESENTATIVE OF ACT IS AUTHORIZED TO MODIFY OR EXPAND THE WARRANTIES SET FORTH HEREIN UNLESS EXPRESSLY AGREED TO IN A WRITTEN AGREEMENT SIGNED BY AN AUTHORIZED OFFICER OF ACT.
10. Limitation of Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ACT’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE AGREEMENT, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, STATUTE, OR OTHERWISE, SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY CUSTOMER TO ACT UNDER THE APPLICABLE SERVICE PROGRAM DURING THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. IN NO EVENT SHALL ACT BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF BUSINESS, LOSS OF USE, LOSS OF DATA, DIMINUTION OF PROPERTY VALUE, COST OF SUBSTITUTE SERVICES, OR BUSINESS INTERRUPTION, REGARDLESS OF WHETHER ACT WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE LIMITATIONS IN THIS SECTION SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW AND SHALL NOT LIMIT LIABILITY TO THE EXTENT SUCH LIABILITY CANNOT BE LIMITED BY LAW.
11. Indemnification. To the fullest extent permitted by Applicable Law, Customer shall defend, indemnify, and hold harmless ACT and its affiliates, and their officers, directors, employees, agents, and subcontractors from and against any third-party claims, demands, causes of action, liabilities, damages, judgments, fines, penalties, costs, and expenses,
including reasonable attorneys’ fees, arising out of or relating to: (a) Customer’s ownership, operation, or maintenance of the Covered System; (b) Customer’s failure to repair or correct any System Deficiency identified by ACT; (c) unauthorized modifications to the Covered System by Customer or third parties; (d) Customer’s negligence, willful misconduct, or
violation of Applicable Laws; or (e) bodily injury, death, or property damage occurring after ACT has completed the Services giving rise to the claim, except to the extent finally determined by a court of competent jurisdiction to have resulted solely from ACT’s gross negligence or willful misconduct.
12. Suspension and Termination. ACT may suspend performance of the Services upon written notice if Customer fails to make payment when due, denies ACT reasonable access to the Facility, creates unsafe working conditions, or otherwise breaches the Agreement. Either party may terminate the Agreement for a material breach that remains uncured
for thirty (30) days after written notice describing the breach; provided, however, that ACT may suspend performance during any applicable cure period to the extent the breach prevents or materially impairs ACT’s performance. Termination shall not relieve Customer of any obligation to pay amounts accrued prior to the effective date of termination. Fees earned prior to termination, including fees associated with the reserved Service Program capacity described in Section 8(a), shall remain non-refundable except as otherwise required by Applicable Law.
13. Use of Subcontractors. ACT may engage subcontractors, consultants, testing personnel, or other third parties to perform all or any portion of the Services. ACT shall remain responsible for the performance of the Services performed by such subcontractors to the same extent as if performed by ACT.
14. Intellectual Property. ACT retains all right, title, and interest in and to its pre-existing intellectual property, including its methodologies, inspection procedures, templates, software, documentation, processes, know-how, and other proprietary materials. All Work Product prepared by ACT in connection with the Services shall remain the property of ACT.
Upon Customer’s payment in full of all amounts due under the Agreement, ACT grants Customer a limited, non-exclusive, non-transferable license to use the Work Product solely for the operation, maintenance, ownership, insurance, and regulatory compliance of the Covered System. Customer shall not reproduce, modify, distribute, publish, sell, or otherwise exploit the Work Product for any other purpose without ACT’s prior written consent. Nothing contained in the Agreement shall be construed as transferring ownership of ACT’s intellectual property or the Work Product to Customer.
15. Governing Law; Venue. The Agreement shall be governed by the laws of the state in which the Facility resides, without regard to conflict of laws principles. Any legal proceeding arising out of the Agreement shall be brought exclusively in the U.S. District Court for the Western District of North Carolina, or in the event that court lacks jurisdiction to hear the
claim, in the appropriate state courts of Mecklenburg County, North Carolina.
16. Survival. The provisions concerning payment obligations, intellectual property, limitations of liability, warranty disclaimers, indemnification, governing law, venue, attorneys’ fees, and any other provision which by its nature is intended to survive shall remain in effect following completion or termination of the Services.
17. Notices. Any notice required or permitted under the Agreement shall be in writing and shall be deemed given when personally delivered, sent by nationally recognized overnight courier, or transmitted by electronic mail with confirmation of transmission, to the addresses identified in the Proposal or to such other address as either party may designate by written notice. Routine scheduling communications, service confirmations, inspection reports, invoices, and similar administrative communications may be transmitted electronically.
18. Miscellaneous. The Agreement constitutes the entire agreement of the parties and supersedes all prior discussions concerning the Services. Any amendment must be in writing and signed by both parties. If any provision is determined to be unenforceable, the remaining provisions shall remain in full force and effect. No waiver shall be effective unless in writing. Customer may not assign the Agreement without ACT’s prior written consent.