1. Disclaimer
We are not an insurer and you will obtain from an insurer any insurance you desire. The amount you pay us is based upon services as we perform and the limited liability we assume under this contract and is unrelated to the value of your property or the property of others located in your premises. In the event of any loss or injury to any person or property, you agree to look exclusively to your insurer to recover damages. You hereby waive all subrogation and other rights of recovery against us that any insurer or any other person may have as a result of paying any claim or loss or injury to any other person. You agree that the payments made to us are for monitoring and service only and are not construed as an insurance premium.
2. Limitation on Liability
You agree that we and our agents, employees, subsidiaries, affiliates are exempt from liability and release all claims against Tbaytel, and our agents, employees, subsidiaries, and affiliates for any loss, damage, injury or other consequence arising directly or indirectly from the services we perform or the systems we provide under this contract, whether or not such services or the system are provided in whole or part by a third party. If it is determined that we or any of our agents, third parties retained by us, employees, subsidiaries or affiliates are directly or indirectly liable for any such loss, damage, injury or other consequence due to a failure of service or equipment in any respect, you agree that damages shall be limited to a sum equal to 100% of the annual monitoring fee as agreed upon as liquidated damages and are not a penalty. These damages are your sole remedy no matter how the loss, damage or injury or other consequences caused, even if it is caused by our negligence, gross negligence, failure to perform our duties under this contract, strict liability or failure to comply with any applicable law. We assume no responsibility for any loss associated with the failure of the system or our service in any respect. We have no responsibility or liability to you for any reason for delays in responding to any alarm signal or in the installation or repair of the system or in the performance of our services, regardless of the reason or for any resulting consequences. We have no responsibility or liability for any interruption of service due to strike, riot, flood or act of God beyond our control and during any interruption of service we are not obliged to provide you with substitute services.
3. Hold Harmless
- In the event any lawsuit or other claim is filed by any other person against us or our agents, employees, subsidiaries or affiliates arising out of the services we perform or the systems we provide under this contract, you agree to be solely responsible for and to indemnify and hold us completely harmless from such law suit or other claim including your payment of any damages, expenses, costs and legal fees. These obligations will survive the expiration or earlier termination of this contract. These obligations will apply even if such lawsuit or other claim arises out of our negligence, gross negligence, failure to perform our duties under this contract, strict liability, and failure to comply with any applicable law or any other fault.
4. Payments
We are entitled to payment for chargeable services upon the provision of the services to you. Security services are to be paid in full by the date noted on your Tbaytel statement. Payments received after the due date will be subject to a 2.5% per month (34.49% per annum) late payment penalty. Tbaytel processes payments to your account on the day the payment is received, not the day the payment is initiated by you. Our alarm monitoring and notification services will begin when the equipment is installed and is operational and when the necessary communication connection is completed. This contract will automatically renew for successive terms equal to the initial term as indicated on the front page of this contract unless terminated by you on written notice to us at least 30 days before the end of the current term. If terminated, this contract ends on the last day of the then current term.
5. Increase in Charges
We have the right to increase the annual service charge and any other charges which includes, without limitation, any payments required on the first page of this contract, monitoring charges, additional service charges, increases in costs to us from third party suppliers, etc at any time. If you give us written objection to the increase within 30 days of your receipt of notice of the increase and if we do not waive the increase, then you may terminate this contract effective 30 days after our receipt of your written notice of termination. In this situation you will not have to pay the early termination charges described herein.
6. Increase in Charges
You agree to pay all false alarm, assessments, taxes, fees or other charges of any police department, fire department or any other governmental body or other administrative charges imposed by local authorities that may arise as a result of false alarms. You agree to pay all telephone or signal transmission company charges for area code, telephone numbering or other changes. You agree to pay us to reprogram the system if necessary to comply with any area code, telephone numbering or other changes. You agree to pay us any increases in our costs for facilities used for the transmitting alarm signals under this contract. You agree to pay a service charge if a representative responds to a service call or alarm at your premises because you, an Additional User, or a third party improperly followed operating instructions, failed to properly lock or close a window, door or other protected point or improperly adjusted any camera, monitors or accessories. You agree to pay any additional charges levied against us which are in any way related to your service.
7. Failure to Pay Charges
WE RESERVE THE RIGHT TO TEMPORARILY SUSPEND AND/OR TERMINATE ALL SERVICES AS SOON AS YOUR ACCOUNT IS IN ARREARS, AND WITHOUT FURTHER NOTICE TO YOU. If you fail to make any payment when due or fail to comply with any other term or condition of this contract, we may stop providing the alarm monitoring and notification services and repossess or disable the equipment without notice to you. You agree that we have no liability if we stop providing the alarm monitoring and notification services whether or not you have received notice from us. YOU ARE AWARE THAT EVEN THOUGH YOU MAY STILL HAVE THE ABILITY TO ARM YOUR SECURITY PANEL, YOUR MONITORING AND NOTIFICATION SERVICE IS NO LONGER ACTIVE ONCE YOUR ACCOUNT IS IN ARREARS. ONCE A TEMPORARY SUSPENSION HAS TAKEN PLACE, SERVICE WILL ONLY BE RESTORED IF CONFIRMATION OF PAYMENT AND A REQUEST TO REINSTATE SERVICE HAS TAKEN PLACE. You agree that you will grant us access to your premises to repossess or disable our equipment. You agree that we are not required to redecorate or repair your premises. We do not waive our right to any other legal remedy, including the right to charge you interest at the rate set out herein on any unpaid amount which you owe us.
8. Cancellation
We may, at any time, cancel this contract at our option and without notice to you, if (i) our alarm monitoring centre is destroyed or damaged so that it is impractical for us to continue service; (ii) we cannot acquire or retain the transmission connections or authorizations to transmit signals between your premises, our alarm monitoring centre and/or the applicable fire or police department or other agency; (iii) you fail to follow our recommendations to repair or replace any defective parts of the system not covered by any warranty provided to you; (iv) you fail to follow our operating instructions for this system; or (v) we determine that it is impractical to continue service due to the modification or alteration of your premises after installation. If we cancel this contract for any of the reasons stated above, we will refund you any advance payments made for the service to be supplied after the date of such termination, less any amounts still due for the installation of the equipment, for services already rendered and for any other charges due, but we will not be liable for damages which are subject to penalty as a result of such cancellation.
9. Monitoring Services
We will provide alarm monitoring and/or notification services as set out on the first page of this contract. If you have elected for us to provide police emergency alarm or duress alarm, panic button monitoring services and such an alarm is received at our alarm monitoring centre, we will attempt to notify the appropriate police department and the representative you designate. If you have elected for us to provide burglar alarm or fire alarm monitoring services and such an alarm is received at our alarm monitoring station we may, at our sole discretion, attempt to contact your premises by telephone to confirm that the alarm is not false. If we fail to contact you or if we question the response we receive upon such contact, we will attempt to notify the appropriate police department or fire department. If you have elected for us to provide supervisory alarm or trouble alarm monitoring services and such an alarm is received at our alarm monitoring centre, we will attempt to notify the representative(s) you designate. The person(s) identified on your Emergency Call Out List are authorized to act on your behalf. You understand that the equipment we provide may not operate with another company’s alarm monitoring equipment and this may prevent you from using such equipment in the event you terminate our services.
10. Back-up Monitoring Services
We have discussed with you your options to acquire back up communication systems to ensure monitoring in the event the telephone line(s) servicing your equipment is out of service for any reason. You understand that no matter how good a system is or how carefully it is installed or serviced, the possibility of failure still exists. You understand that an alarm signal will not reach us in the event that the telephone line is out of operation, except for any back-up communication system which warns us that the telephone line is unserviceable. We have recommended to you various back-up communication options and you have chosen the level of monitoring services including the communication system indicated on the first page of this contract. We are not responsible for communication path faults, failures to transmit, failure to verify any alarm signal, or any other fault or failure of the systems or equipment arising due to any cause whatsoever, including, but not limited to, occurrences of strike, riot, flood, act of God, or acts or omissions of third parties.
11. Testing
YOU ACKNOWLEDGE AND CONFIRM THAT IT IS YOUR RESPONSIBILITY TO MANAGE, MAINTAIN AND OPERATE YOUR SECURITY SYSTEM AND EQUIPMENT, AND TO PERFORM REGULAR FULL SYSTEM TESTING TO ENSURE IT IS IN PROPER WORKING ORDER. You are required to notify us of any issues, problems or malfunctions of the security system or equipment you become aware of, and immediately upon discovery, Tbaytel’s obligations under this contract shall cease until the issue, problem or malfunction has been corrected and the operation of the signaling system has been tested by Tbaytel. Visit tbaytel.net or contact us at 1-800-893-2739 to review testing processes and the recommended frequency of testing.
12. Installation
We will install the required equipment in a workmanlike manner under the following conditions: (i) your premises will be available without interruption during our normal working hours; (ii) you understand that the installation will require drilling into various parts of your premises; (iii) you will provide us with 110 AC electrical outlets for your power equipment and locations designated by us; (iv) you will make arrangements for lifting and replacing carpeting or flooring if required for our installation; (v) you warrant that you have requested the equipment and services specified in this contract for your own use and not for the benefit of another party, that you own the premises where the equipment is being installed or that you have the authority to authorize us to install such equipment in the premises from the owner and that you will comply with all laws, codes and regulations pertaining to the equipment we install and the services we provide under this contract. It is our intent to conceal wiring in the finished areas of your premises. However there may be some areas where we determine, in our sole discretion, it is impractical to conceal the wiring and in such cases the wiring will be exposed.
13. Repairs
- At your request (or the request of an Additional User), we will repair or replace the equipment we provided at our then prevailing price after the application of any applicable warranty. At your request, we will also repair or replace anything excluded from our warranty at our then prevailing prices. You are responsible to ensure your system is tested regularly and promptly serviced in the event of a test failure.
ULC service maintenance and inspections are to only be performed by Tbaytel or our ULC registered authorized contractor. You acknowledge that the system must have all inspections as required by the ULC Certificate and/or applicable standard.
14. Additional User
You are permitted to have Responders, Keyholders and/or Authorized User’s on your account (collectively, an “Additional User”). Depending on which option is selected, an Additional User may manage or access your account and/or your security system, including, but not limited to: disarming the security system, arming the security system, amending third party access times, canceling an alarm, editing your account, adding or deleting a Keyholder, adding or deleting a user code, obtaining event history, putting a system on test, accessing keyholder password information or initiating repairs. A description of each Additional User position along with an updated list of privileges for each can be found at www.tbaytel.net. You are responsible for all changes made to your account by an Additional User and all charges incurred as a result. An Additional User is not responsible for any debt on your account but is otherwise responsible to adhere to this Agreement, Tbaytel’s Privacy Policy, and any other agreements or policy’s related to your account, as amended from time to time.
15. Interpretation
If there is any conflict between any provision written or typed on the first page of this contract and any provision in the General Terms and Conditions, the written or typed provision shall supercede to the extent of such conflict, if such written or typed provision has been added and/or approved by a Tbaytel representative. The parties further agree that any rule of construction or interpretation to the effect that any ambiguity is to be resolved against the drafting party shall not be applicable in the interpretation of this contract. This contract shall be read as if all changes in grammar, number and gender rendered necessary by the context have been made including any reference to a person or corporation as applicable.
16. Severability
If any provision of this contract is illegal, invalid and void under any applicable law, such provision shall be considered severable and the remaining provisions shall be not be impaired and the remaining portions of the contract shall be interpreted so as to give effect to its stated purpose.
17. Governing Law
This contract shall be governed by and construed in accordance with the laws of the Province of Ontario.
18. Termination
Either party may terminate this contract on 30 days written notice to the other party. If you terminate this contract prior to the expiration of the initial term or any renewal thereof, you agree that the charges due under this contract are based on your agreement to receive and to pay for the services for the agreed upon term. Accordingly, you agree that if you terminate this contract during the initial or renewal term, you will pay to us the amount owing for the balance of the applicable term. The amount to be paid by you as agreed upon herein shall be considered as damages and are not a penalty. Notwithstanding anything herein to the contrary, Tbaytel may terminate this contract at any time without notice if: (i) you fail to pay any monies when due under this contract; (ii) you fail to comply with any other term and condition of this contract; (iii) you fail to maintain your premises in a safe and sanitary condition. If we terminate for any of the reasons stated immediately above, we will not be liable for damage or subject to penalty as a result of such termination.
19. Assignment
You may not assign this contract without our written consent. We have the right to assign this contract or to subcontract any of our obligations hereunder with or without notice to you.
20. Privacy Protection
You have consented to allow us access to all necessary personal information required to provide the services contemplated by this contract. You promise to update Tbaytel when a change in personal information takes place. We will only disclose your personal information with your consent except; (i) to an Additional User, (ii) where to do so would cause undue delay in providing the requested services; or (3) where we are legally required to disclose the information. You are hereby notified that a consumer report containing credit and/or personal information may be obtained or referred to in connection with this contract.
21. Language of Contract
It is the express wish of the parties that this contract and any related documents be drawn up and executed in English. Les parties conviennent que la présente convention et tous les documents s’y rattachant soit rédigés et signés en anglais.
22. Entire Agreement
This contract constitutes our entire agreement. By signing it, you acknowledge that you are not relying on our advice or advertisements. You agree that we are not bound by any representation, promise, condition, inducement or warranty, expressed or implied, that is not included in writing in this contract. The terms and conditions of this contract apply as printed without alteration or qualification unless a change is approved in writing by an authorized representative. The terms and conditions of this contract shall apply even if you submit a purchase order or other document with inconsistent or additional terms and conditions. We reserve the right to amend these Terms and Conditions at any time without notice to you. We will ensure that the latest version of these Terms and Conditions is published on the Website at tbaytel.net. It is your obligation to check the Website periodically to obtain notice of such amendments. If you continue to use the services after the effective date of any amendment, you will be conclusively deemed to have accepted such amended version of these Terms and Conditions.