Terms and Conditions - PAC Integrations

Standard Terms & Conditions
Fire Alarm Terms & Conditions

Revision 2025-06-23

These Terms and Conditions (“Terms”) are issued by PAC Integrations, Inc., a California corporation (“PAC,” “we,” “our,” or “us”), and apply to any individual or business entity (“Client,” “you,” or “your”) that enters into a written proposal, quote, or agreement for work or services provided by PAC (“Proposal”). These Terms are incorporated by reference into any such Proposal and are binding as of the date the Client accepts the Proposal in writing or otherwise authorizes PAC to proceed with the work.

DEFINITIONS.
1. Agreement means the entire content of these Terms and Conditions, the Proposal document(s), together with any other Supplements designated below, together with any exhibits, schedules or attachments hereto. It supersedes all prior negotiations, both written and oral. These Terms and Conditions shall control in the event of a conflict between documents.
  1. Concealed Conditions means conditions at variance with conditions previously indicated by Client or in the Proposal for work or services to be performed, or which differ materially from those ordinarily encountered or reasonably anticipated.
  2. Owner means a person or entity which retains Client from time to time to perform services in accordance with terms and conditions of agreements between Client and Owner.
  3. Services means all services and the work product to be provided to Client by PAC as described and otherwise further defined in the Proposal.
  4. Service Charges means installation charges, repair charges, maintenance fees, recurring service charges and/or any fees in the amounts and according to the payment schedule set forth in the Proposal or then-current standard rates and fees for the services provided. Such Service Charges also include all applicable sales, use or value added taxes, even if calculated or assessed subsequent to the payment schedule.
TIME. This Agreement is subject to acceptance within thirty (30) calendar days from the date hereof, or the expiration date indicated on the Proposal, whichever is earlier, and cannot be accepted afterward and is considered withdrawn unless agreed to in writing by an officer of PAC.
SCHEDULE. This Proposal is based on the Client’s schedule, if one exists, as it has been provided to PAC and is an estimate of the work to be performed at the times and dates identified in that schedule. If no such schedule has been provided to PAC for estimating the costs included in this Proposal, PAC shall proceed with scheduling the work as its forces and other commitments allow, and if PAC is delayed in performing due to reasons beyond PAC’s control by more than ninety (90) days immediately following the date of signature by both parties, PAC will be entitled to adjust pricing. Installation will be coordinated using a mutually satisfactory schedule of operations that shall be agreed upon by the Client and PAC prior to PAC’s performance. PAC reserves the right to submit a change order or terminate this Agreement immediately under the following conditions:
1. If work is not permitted by the Client within ninety (90) days from the date of signature.
2. If the predetermined construction schedule or the completion date listed in this proposal is extended, compressed, or otherwise altered.
3. If the Client requests that PAC’s schedule outlined in this proposal be extended, compressed, or otherwise altered.
ACCESS. Client agrees to provide reasonable access to premises at a mutually-determined time during PAC’s normal business hours and to permit authorized PAC agents to inspect, alter, remove, adjust, service and repair systems including, without limitation, adding devices, equipment or wiring. Client shall reimburse PAC for all loss or damage to the systems upon demand and shall not permit anyone other than authorized PAC agents to install, inspect, alter, remove, adjust, service and/or repair the systems.
PERMITS. When permits are required, and PAC has incorporated the securing of those permits in Proposal, PAC will apply for and obtain such permits as provided for by local codes. When not included in the Proposal, but still required for work to proceed, Client is responsible for obtaining all required permits and paying any and all fees associated with such permits. Commencement of Services will not occur until all required permits are issued.
DRAWINGS. The locations of security devices depicted on provided drawings are intended to be approximate and for general reference purposes only. Final placement of devices will be determined during installation based on site conditions, functional requirements, and any applicable codes or regulations. PAC reserves the right to adjust the placement of devices as necessary to achieve optimal system performance and compliance. Such adjustments shall not constitute a change in scope unless they require significant additional labor or materials beyond the agreed contract, necessitating a change order.
OWNERSHIP OF PREMISES. Client represents and warrants to PAC that Client owns the premises where the systems are being installed or that Client has the authority to authorize PAC to install the systems and perform the services to be provided under this Agreement, and Client acknowledges that even though PAC will attempt to conceal wiring in the finished areas of the premises, it may be impractical, as determined by PAC in its sole and absolute discretion, to conceal all wiring and, accordingly, some wiring may be exposed.
LAWS AND REGULATIONS.
1. PAC and Client shall comply with all applicable laws, regulations, statutes and ordinances.
2. Client agrees to pay any and all false alarm assessments, taxes, permits, fees, or any costs directly or indirectly relating to the systems installed imposed by any governmental or regulatory body or any charges made by the telephone company, utility company, or service provider. Such charges may be billed through PAC in its Service Charges, or directly by the agency assessing the charge.
ACCEPTANCE. The acceptance of this Agreement by Client by execution or action (as herein defined) shall constitute acceptance of all terms and conditions herein contained. Allowing PAC to commence work (which shall include ordering of materials) will constitute acceptance by Client of this Agreement and all its terms and conditions. Acceptance of PAC’s performance by Client shall constitute a waiver of any claim for damages on account of any delay. If delay is caused in whole or in part by Client, PAC shall be reimbursed for all expenses related to said delay, plus a reasonable profit. No penalty or liquidated damages for delay shall be imposed upon PAC unless specifically provided for herein. PAC reserves the right, at its sole option, either to suspend its work or to terminate all contractual relations with Client, without prejudice to any other remedies available to PAC, should commencement or performance of work be suspended or substantially delayed. The terms and conditions of this Agreement may not be modified in any way without the written consent of an officer of PAC.
PREVIOUS AGREEMENTS. This Agreement supersedes all prior negotiations, proposals, and representations, both written and oral, and sets forth the full agreement of the parties, Client and PAC.
CONCEALED CONDITIONS AND CHANGE ORDERS. In the event of Concealed Conditions discovered after work starts, a change order will be submitted to the Client for approval. If the work specified in this Agreement cannot be conducted until the Concealed Conditions are addressed, work will stop until approval of the change order. If the Services are impossible to perform due to Concealed Conditions, this Agreement and all terms and conditions will become null and void. Should PAC, in the performance of its work, encounter Concealed Conditions, PAC shall be reimbursed for all additional expenses related thereto, plus a reasonable profit, and the time of completion shall be extended accordingly. The Client will be responsible for all equipment and labor supplied up to the time Concealed Conditions were discovered. All permits and submittal fees to governing agencies are reimbursable to PAC. If permits and fees costs exceed those estimated herein, a change order will be submitted. PAC reserves the right to assess the cumulative impact of change orders. Change orders submitted to the Client for any reason for work already completed are assumed to be accepted and billable five (5) days after submission, unless otherwise stated in writing by the Client.
COMMODITIES PRICING. This Agreement is based on the current fair market price of various commodities including, but not limited to, copper, steel, and gasoline as of the date of this Agreement. Should the price for these commodities increase more than 10%, PAC reserves the right to make a fair compensation adjustment for the increase in cost. Should these commodities decrease in cost by more than 10%, a corresponding reduction will be made as well.
EXCLUSIONS. Unless otherwise specified in this Agreement:
1. The cost of bonds is not included herein and if required, shall be an additional expense to the Client.
2. Certified door coring is not included and when necessary, will be provided by others.
3. Certified payroll reporting is not included and if required, shall be an additional expense to the Client.
4. It is assumed that no apprenticeship requirements are mandated to perform the work.
5. PAC is not responsible to specify, configure, maintain, ensure functionality, or assume liability for any devices or accessories that are attached to any PAC system unless said devices or accessories were provided and installed by PAC.
6. This Agreement expressly excludes smoke‑detector sensitivity testing (i.e., NFPA72 detector‑drift/obscuration verification). If such testing is required by the Authority Having Jurisdiction or requested by the Client, Contractor will perform it on a time‑and‑materials basis at Contractor’s then‑current service rates. All scheduling and test intervals will conform to the frequency requirements set forth in NFPA 72.
BILLING.
1. All invoices are submitted and due upon receipt. Outstanding balances are subject to a 1.5% interest charge per month or the highest amount permitted under applicable law with a $15.00 minimum admin fee added to Client’s account for late payments.
2. No offset, back-charge, or deduction of any kind shall be withheld from any payment unless the amount thereof has been specifically agreed to in writing beforehand by Client and an officer of PAC. Any claim without such a written agreement shall be resolved by arbitration.
3. All sums owing and unpaid shall accrue interest at the maximum rate permitted by law as of the date hereof from the due date. Any monies received by PAC from Client may be applied by PAC to any of its open accounts then existing relating to any other work performed by PAC for Client for which PAC has not been paid.
INVOICES.
1. PAC shall be paid not less than monthly for all work performed prior to invoice. Payments must be made to and received by PAC within the earlier of five (5) business days after Client receives payment for PAC’s work, or, thirty (30) calendar days from invoice. Retainage, in an amount not to exceed ten percent (10%), may be withheld on progress payments if required by the Client’s contract with the Owner or with a contractor in a tier above Client; any reduction thereof to be passed on to PAC.
2. Final commissioning and activation of any systems will not occur until all invoices are paid through 95% progress regardless of the age of the invoice.
3. Final payment shall include all retainage and shall be made to and received by PAC either in the earlier of five (5) business days after Client receives final payment for PAC’s work, or thirty (30) calendar days from PAC’s final invoice date, whichever is earlier.
RECURRING SERVICE CHARGES. So that PAC may properly adjust its rates to meet changing service costs and notwithstanding the terms and conditions set forth herein, at any time after the expiration of one (1) year from the date of installation, PAC may increase the monthly Service Charge upon giving the Client notice in writing. The billing invoice setting forth new charges shall be sufficient notice of the increase. To the extent that the Client is unwilling to pay such additional monthly charges imposed pursuant to this paragraph, Client may terminate this Agreement upon giving written notice to PAC within ten (10) days from the effective date of the increase. Client’s failure to notify PAC within said ten (10) days shall constitute Client’s consent to the increase pursuant to this paragraph.
CONFIDENTIAL INFORMATION. Each party acknowledges that in connection with this Agreement it may receive certain confidential or proprietary technical and business information and materials of the other party (“Confidential Information”). Each party, its agents and employees shall hold and maintain in strict confidence all Confidential Information, shall not disclose Confidential Information to any third party, and shall not use any Confidential Information except as may be necessary to perform its obligations under the Proposal except as may be required by a court or governmental authority. Confidential Information shall not include any information that is in the public domain or becomes publicly known through no fault of the receiving party, or is otherwise properly received from a third party without an obligation of confidentiality.
RELATIONSHIP OF THE PARTIES.
1. Independent Contractor. PAC is an independent contractor, not an employee of Client or any company affiliated with Client.
2. No Solicitation. During the term of this Agreement, and for a period of six (6) months after expiration or termination of this Agreement, Client agrees not to solicit, recruit, engage or otherwise employ or retain, on a full-time, part-time, consulting, work-for-hire or any other kind of basis, any PAC, employee or PAC Agent of PAC, whether or not said person has been assigned to perform tasks under this Agreement. In the event such employment, consultation or work-for-hire event occurs, Client agrees that PAC shall be entitled to an agency commission to be the greater of, either (a) 25 percent of said person’s starting salary with Client, or (b) 25 percent of fees paid to said person if engaged by Client as an independent contractor. In the event of (a) above, payment of the commission will be due within 30 days of the employment starting date. In the event of (b) above, payment will be due at the end of any month during which the independent contractor performed services for Client. The parties acknowledge that actual damages are difficult to estimate and that the above represents a reasonable estimate. PAC, in the event of nonpayment and in connection with this section, shall be entitled to seek all remedies under law and equity.
3. No Exclusivity. The parties expressly acknowledge that this Agreement does not create an exclusive relationship between the parties. PAC shall be entitled to offer and provide design services to others, solicit other clients and otherwise advertise the services offered by PAC.
WARRANTY.
1. PAC warrants that its Services will be free from defects in material or workmanship under normal use and service for a period of one (1) year. To assure conformance with operating limitations, Client should refer to the applicable data sheet. Warranties on equipment or hardware are limited to any applicable manufacturers’ warranty. The warranty is void (i) if the products are not operated in conformance with installation, environmental, mechanical or electrical requirements, or within thermal stress limits, or (ii) to the extent that any malfunction is the result of misuse, abuse, vandalism, neglect, improper installation or service by other parties, alteration, accident, or negligence in use, storage, transportation, or handling, or if the original identification markings on the products have been removed, defaced or altered, lightning, electricity, water, fire, environmental or other hazard, or act of God, or other impact outside of normal operating guidelines. The foregoing warranty is subject to Client’s (i) promptly written claim and (ii) timely provision to PAC of an opportunity to inspect and test the installation claimed to be defective. Such inspection may be on Client’s premises and/or PAC may request the return of products at Client’s expense. No product shall be accepted for warranty service that is not accompanied by a Return Authorization issued by PAC. The liability of PAC hereunder or otherwise is solely and exclusively limited to replacement (new or refurbished Product), repair, or credit of the amortized purchase price, as PAC may elect, for any Product which is returned by Client during the applicable warranty period, or services for which timely notice of defect has been given by Client, and which are found by PAC to be subject to adjustment under this warranty. PAC warranty shall not be enlarged, diminished, or affected by, and no obligation or liability shall arise or grow out of PAC rendering of technical advice, facilities, or services in connection with Client’s installation or the products furnished hereunder. Replacement of batteries is specifically excluded during the warranty period unless a defect normally covered under warranty is found to have triggered the draining of non-rechargeable batteries, or the batteries themselves are defective. PAC is responsible for any removal or reinstallation labor costs incurred in replacing defective goods or component parts therein or correction of separately warrantied materials used in the installation.
2. EXCEPT AS PROVIDED HEREIN, ALL WARRANTIES, CONDITIONS, REPRESENTATIONS, INDEMNITIES AND GUARANTEES, WHETHER EXPRESS OR IMPLIED, ARISING BY LAW, CUSTOM, PRIOR ORAL OR WRITTEN STATEMENTS BY PAC OR OTHERWISE (INCLUDING, BUT NOT LIMITED TO, ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR PARTICULAR PURPOSE OR OF ERROR-FREE AND UNINTERRUPTED USE) ARE HEREBY OVERRIDDEN, EXCLUDED AND DISCLAIMED. Without limiting the foregoing, PAC expressly disclaims any representation or warranty that the systems installed will not be compromised or circumvented; or that the systems or services provided by PAC will prevent any loss by burglary, fire, hold-up, or otherwise; or that the systems or services will in all cases provide the security for which they are intended.
LIMITATIONS OF LIABILITY.
1. PAC is not an insurer. Client expressly acknowledges and agrees that PAC is not an insurer and that Client shall obtain from an insurer such insurance Client desires. The amount Client pays PAC is based on the services PAC performs and the limited liability PAC assumes under this Agreement and is unrelated to the value of the Client’s property or the property of others located at the premises. Client assumes all risk for loss or damage to the premises or contents thereof and agrees to look exclusively to its insurer to recover damages.
2. Client acknowledges that it is impractical and extremely difficult to fix the actual damages, if any, which may proximately result from PAC’s negligence, a failure to perform any of the obligations herein, including, but not limited to installation, monitoring or repair service, or the failure of the system to properly operate with resulting loss to the Client because of, among other things:
  1. The uncertain amount or value of customer’s property or the property of others kept on the premises which may be lost, stolen, destroyed, damaged or otherwise affected by occurrences which the system or service is designed to detect or avert;
  2. the uncertainty of the response time of any police or fire department, should they be dispatched as a result of a signal from or at premises;
  3. the inability to ascertain what portion, if any, of any loss would be proximately caused by PAC’s failure to perform or by its equipment to operate;
  4. or the nature of the service to be performed by PAC.
3. Accordingly, Client agrees that if PAC or any of its employees or agents should be found directly or indirectly liable for any loss, damage, injury or other consequence, PAC’s liability shall be limited to a sum equal to the lesser of:
  1. Six (6) monthly payments payable hereunder,
  2. Or two hundred fifty ($250.00) dollars.
4. These agreed-upon damages are not a penalty and, instead, are liquidated damages and shall be customer’s sole and exclusive remedy no matter how the loss, damage, injury or other consequence is caused, even if caused by PAC’s negligence, gross negligence, failure to perform its duties under this agreement, strict liability, failure to comply with any applicable laws, or other fault. The parties acknowledge that actual damages are difficult to estimate and that the above represents a reasonable estimate. If Client wishes PAC to assume additional liability hereunder, then Client may obtain from PAC a limitation of liability by paying an additional monthly service charge to PAC. If the Client elects to exercise this option, a rider shall be attached to this agreement setting forth the terms, conditions and the amount of the limited liability, and the additional monthly charge. Such Rider and additional obligation shall in no way be interpreted to hold PAC as an insurer. Under no circumstances shall PAC be liable to Client due to water intrusion, mold, fungi, wet or dry rot or bacteria.
5. PAC shall be excused and assumes no responsibility and/or liability for delays in performance caused in whole or in part by Client, the Owner, General Contractor, Architect, and/or Engineer, fire, flood, acts of God, pandemics, strikes or other differences with workmen, war, riot, embargoes, transportation damage or delay, shortages (whether of cars fuel, labor or materials), acts of civil or military authorities, accidents, or any cause or causes beyond the direct control of PAC. In case of the happening of any such cause or delay, the time of completion shall be extended accordingly.
INDEMNITY.
1. Client hereby releases, discharges and agrees to defend, indemnify and hold PAC, its directors, officers, shareholders, employees and agents harmless from any and all claims, actions, causes of action, suits, proceedings, costs, expenses (including, without limitation, attorneys’ fees and costs), liabilities, damages, demands, rights and/or liens of any type, whether known or unknown, direct or indirect, absolute or contingent arising in whole or in part from Client’s active or passive negligence or caused by any hazard in or on the Client’s premise whether said claims are made by third-parties, Client, its agents, employees, or insurance company.
2. Without affecting any other rights and remedies in this Agreement, PAC and Client hereby release and relieve the other, and waive their entire right to recover damages against the other for loss of or damage to its property arising out of an incident covered by the injured party’s property damage insurance. The effect of such releases and waivers is not limited to the amount of insurance carried or required, or by any deductible applicable hereto. The Parties agree to have their respective property damage insurance carriers waive any right to subrogation that such companies may have against the party causing the damage, as the case may be, so long as the insurance is not invalidated thereby.
3. When Client in the ordinary course of business has the property of others in his custody, or the installed systems extend to protect the property of others, Client agrees to and shall indemnify, defend, protect and hold harmless PAC, its directors, officers, shareholders, employees and agents for and against all claims, actions, causes of action, suits, proceedings, costs, expenses (including, without limitation, attorneys’ fees and costs), liabilities, damages, demands, rights and/or liens of any type, whether known or unknown, direct or indirect, absolute or contingent brought by parties other than the parties to this Agreement. This provision shall apply to all claims regardless of cause including PAC’s performance or failure to perform and including defects in products, design, installation, service, operation or nonoperation of the system whether based upon negligence, warranty, contribution, indemnification, or strict or product liability on the part of PAC, its employees or agents, but this provision shall not apply to claims for loss or damage solely and directly caused by willful misconduct of an employee of PAC while on Client’s premises. Client’s obligations under this paragraph shall survive the expiration or earlier termination of this Agreement.
DAMAGES. Client expressly acknowledges that
1. any affirmation of fact or promise made by PAC shall not be deemed to create any express warranty;
2. Client is not relying on PAC’s skill or judgment in selecting or furnishing a system suitable for any particular purpose;
3. and there are no warranties which extend beyond those on the Agreement hereof. PAC WILL NOT BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL, PUNITIVE OR INCIDENTAL DAMAGES, WHETHER FORESEEABLE OR UNFORESEEABLE, BASED ON CLAIMS OF CLIENT, OWNER OR ANY THIRD PARTY (INCLUDING, BUT NOT LIMITED TO, CLAIMS FOR LOSS OF DATA, GOODWILL, PROFITS, USE OF MONEY OR USE OF PRODUCTS, INTERRUPTION IN USE OR AVAILABILITY OF DATA, STOPPAGE OF OTHER WORK OR IMPAIRMENT OF OTHER ASSETS), ARISING OUT OF BREACH OF EXPRESS OR IMPLIED WARRANTY, BREACH OF CONTRACT, MISREPRESENTATION, NEGLIGENCE, STRICT LIABILITY IN TORT OR OTHERWISE, EXCEPT ONLY IN THE CASE OF PERSONAL INJURY WHERE AND TO THE EXTENT THAT APPLICABLE LAW REQUIRES SUCH LIABILITY. WITHOUT LIMITING THE FOREGOING, PAC’S MAXIMUM LIABILITY HEREUNDER SHALL NOT EXCEED THE COST OF THE WORK.
INSTALLATION OF EQUIPMENT.
1. PAC will perform its work in accordance with the technical portion of any plans and/or specifications identified on the face hereof or in an attachment hereto.
2. PAC shall perform its work in a workmanlike manner. Client shall promptly inform PAC in writing of any omissions within ten (10) days of completion of installation or the installation is to be considered completed and accepted by Client. Client acknowledges that additional or different protective devices and services are available at additional cost and the work performed as agreed on herein is as selected by Client. Upon completion of the installation, PAC shall thoroughly instruct Client in the proper use of any systems installed as a result of this Agreement. Failure to substantially commence work within twenty (20) days from the estimated start date set forth above, without legal excuse, is a violation of the Alarm Company Act.
3. Unless specifically indicated herein to the contrary, this Agreement contemplates:
  1. one (1) mobilization and continuous operation,
  2. forty (40) hour workweek, working weekdays only, for a maximum of eight (8) hours per day between the hours of 7:00 A.M. and 3:00 P.M. local time,
  3. Client furnishing all temporary site facilities and services including sanitary conveniences and all necessary utilities,
  4. Client preparing all work areas so as to be acceptable for PAC’s work, including but not limited to access, excavation, dewatering, sharing, grading, and location of protection of existing utilities, as necessary,
  5. all work and materials to be performed or supplied by PAC to be in accordance with industry standards and tolerances,
  6. Client to provide all engineering requirements,
  7. PAC will not provide railroad insurance, flagmen, signs, barricades, flares, traffic maintenance, outside protection or removal of any overhead or underground obstructions.
4. PAC shall not be obligated to make changes in or additions to the work unless PAC and Client first agree in writing as to: the scope of such change, the reimbursement to be paid to PAC for additional expenses, if any, and profit; and, the number of additional days, if necessary, to be added to PAC’s completion date, if such date has been earlier agreed upon.
5. Client shall promptly inform PAC in writing of any omissions in the systems installed or the services provided within ten (10) days of completion of installation or the installation is to be considered completed and accepted by Client. Client agrees to carefully and properly test and set the systems, including walk test if movement detection devices are installed, and will promptly notify PAC in writing of any operating defect. No claim for compensation for errors or defects in material or workmanship will be allowed against PAC unless PAC is given timely notice in writing of such alleged defect or error, so as to afford it the opportunity to investigate, inspect and correct same.
6. Upon completion of the installation of the systems, PAC shall instruct Client in the proper use of the systems at a designated time and place. If not specifically addressed in the scope of work, PAC assumes that training of proper system use will occur at a single training session with all relevant parties and personnel present. Additional training available at an additional cost.
7. If Client fails to comply with any term or condition hereof, including non-payment, PAC may, after giving three (3) days prior notice, stop work until such term or condition is complied with in full to its satisfaction. Two (2) such instances causing PAC to give notice or stop work shall give PAC the right to terminate all contractual relations with Client. Nothing herein shall prejudice any other remedy which PAC may have as a result of Client’s breach.
8. Client shall be solely responsible for all redecorating and all other reasonable damages to premises caused by installation, service, and/or removal of all or any part of the systems. Client shall provide all electrical outlets and all power required at Client’s sole cost and expense.
9. As long as Client owns and operates the systems installed by PAC, Client agrees to test each system’s operation on a regular basis as specified by the manufacturer or, if no testing frequency is provided, on a weekly basis. Client will promptly notify PAC in writing of any operating defect.
REQUESTS FOR SUPPORT AND MAINTENANCE.
1. Unless otherwise specified elsewhere in this Agreement or Proposal, PAC will respond to requests for in-person and remote support and/or maintenance as requested as its forces allow at a mutually convenient time for both PAC and Client during normal business hours.
2. Client agrees to pay current standard PAC rates on a per-call basis, including all parts and labor, at the time of service. Client is not obligated to call PAC for per-call service; PAC is under no duty to provide service, except its standard warranty service during the warranty period. Service performed by anyone other than PAC during the warranty period relieves PAC of any further obligations under the Warranty terms stated herein.
3. Under no circumstances is PAC responsible for batteries, electrical surges, lightning damage, water, insects, vermin, software upgrades and repairs, communication devices no longer supported by communication pathways, obsolete components, communication infrastructure (including IP, cellular, and telephonic systems), and components exceeding manufacturer’s useful life and will be repaired or replaced at Client’s expense payable at time of service.
ADDITIONAL TERMS.
1. Commencement of Services. This Agreement shall commence upon execution and shall remain effective until the Services are completed and delivered.
2. Billing for Service Charges. These services are provided for an initial period of one (1) year, billed in either twelve (12) monthly payments or four (4) quarterly payments directly to the Client. If Client defaults or cancels this Agreement, or the whole or any part of the premises herein involved is acquired or condemned for any public or private use or purpose, the entire remaining balance of this Agreement or extension of this Agreement period shall immediately become due and payable. If Client fails to pay any obligations under this Agreement when due, upon ten (10) days’ written notice, PAC may disconnect any systems and a reconnection fee, in addition to all past due amounts, will be required prior to reactivation.
3. Cancellation of Services. Services are cancelable by either party, for any reason, with thirty (30) days written notice. Notwithstanding anything to the contrary elsewhere herein, no further charges shall accrue to Client after such cancellation. Notice from Client to PAC Integrations, Inc. may be completed by doing one of the following: Mail via USPS to PO Box 6008, Concord, CA 94524; Fax to 925-687-7662; E-mail to helpdesk@pacintegrations.com
4. Renewal of Recurring Services. In the event this Agreement includes ongoing, recurring services or subscriptions, the initial term of this Agreement shall be one (1) year commencing as of the date of signature of both parties, whichever is later. Thereafter, the term of this Agreement shall automatically renew for successive one (1) year terms unless:
  1. One party provides written notice to the other party at least thirty (30) days in advance of the end of the then-existing term that it does not wish to renew the Agreement;
  2. One party provides written thirty (30) day notice as defined in Section 24c;
  3. This Agreement is replaced with a new agreement, where the terms of this Agreement are terminated upon written execution of the new agreement.
5. Termination of Entire Agreement. Under specific conditions, defined below, this Agreement may be terminated at any time by either party or the mutual agreement of both parties effective immediately. Conditions for immediate termination include and are limited to:
  1. Either party becomes insolvent, files a petition in bankruptcy, makes an assignment for the benefit of its creditors; or
  2. Either party breaches any of its material responsibilities or obligations under this Agreement, which breach is not remedied within 10 days from receipt of written notice of such breach.
6. Remuneration Upon Cancellation. When Services are canceled for any reason, PAC shall be compensated for the Services performed through the date of termination in the amount of (a) any advance payment, (b) a prorated portion of the fees due, or (c) hourly fees for work performed by PAC or PAC’s agents as of the date of termination, whichever is greater; and Client shall pay all Expenses, fees, out of pockets together with any additional monthly charges incurred through and up to, the date of cancellation.
7. Handling of Confidential Information. Upon expiration or termination of this Agreement: (a) each party shall return or, at the disclosing party’s request, destroy the Confidential Information of the other party, and (b) other than as provided herein, all rights and obligations of each party under this Agreement, exclusive of the Services, shall survive.
GOVERNING LAW AND DISPUTE RESOLUTION. The formation, construction, performance and enforcement of this Agreement shall be in accordance with the laws of the United States and the state of California without regard to its conflict of law provisions or the conflict of law provisions of any other jurisdiction. In the event of a dispute arising out of this Agreement, the parties agree to attempt to resolve any dispute by negotiation between the parties. If they are unable to resolve the dispute, either party may commence mediation and/or binding arbitration through the American Arbitration Association, or other forum mutually agreed to by the parties. The prevailing party in any dispute resolved by binding arbitration or litigation shall be entitled to recover its attorneys’ fees and costs. The parties hereby waive any jurisdictional or venue defenses available to them and further consent to service of process by mail.
WAIVERS. The waiver by PAC of any term of this Agreement shall not be deemed a waiver of that term in any subsequent time or of any other terms.
UNION AGREEMENTS. Nothing in this Agreement shall bind PAC to any union agreements. PAC shall not be responsible for any delays or damages resulting from any work stoppage, picketing, hand billing or strike, provided PAC has been provided access to the Project site by Client, and continues to perform in accordance with the terms hereof. If PAC’s ability to perform in accordance with the terms of this Agreement is precluded or impaired by any act or omission of Client (including but not limited to, at PAC’s request, failing to establish or permitting the PAC to establish a “Dual Gate” system or otherwise restricting PAC’s access to the project site during normal working hours), PAC shall have full recourse against Client for any damages incurred by PAC as a result thereof.
CONFLICTS. It is understood and agreed by and between the parties hereto, that if there is any conflict between this Agreement and Client’s purchase order or any other document, this Agreement will govern whether such purchase order or other document is prior or subsequent to this Agreement. In the event any provisions or parts of this Agreement shall be unenforceable the parties understand and agree that the remaining provisions and parts shall continue in full force and effect.
ATTACHMENTS. Attachments to this Agreement may be incorporated and their terms shall supersede any conflicting terms and conditions set forth herein.
ERRORS. Stenographic and clerical errors, if any, in this Agreement are subject to correction. Any substantial errors in pricing or these terms may require nullification of the entire Agreement, to be reissued with corrected details.
MODIFICATION/WAIVER. This Agreement may be modified by the parties. Any modification of this Agreement must be in writing, except that PAC’s invoices may include, and Client shall pay, expenses or costs that Client authorizes by electronic mail in cases of extreme time sensitivity. Failure by either party to enforce any right or seek to remedy any breach under this Agreement shall not be construed as a waiver of such rights nor shall a waiver by either party of default in one or more instances be construed as constituting a continuing waiver or as a waiver of any other breach.
NOTICES. All notices to be given hereunder shall be transmitted in writing either by facsimile or electronic mail with return confirmation of receipt or by certified or registered mail, return receipt requested, and shall be sent to the addresses identified below, unless notification of change of address is given in writing. Notice shall be effective upon receipt or in the case of fax or email, upon confirmation of receipt.
1. Notices may be mailed to PAC Integrations, Inc., PO Box 6008, Concord, CA 94524.
2. Notices may be emailed to contracts@pacintegrations.com.
3. Notices may be faxed to 925-687-7662.
NO ASSIGNMENT. Neither party may assign, whether in writing or orally, or encumber its rights or obligations under this Agreement or permit the same to be transferred, assigned or encumbered by operation of law or otherwise, without the prior written consent of the other party.
SEVERABILITY. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall nevertheless remain in full force and effect and the invalid or unenforceable provision shall be replaced by a valid or enforceable provision.
HEADINGS. The numbering and captions of the various sections are solely for convenience and reference only and shall not affect the scope, meaning, intent or interpretation of the provisions of this Agreement nor shall such headings otherwise be given any legal effect.
INTEGRATION. This Agreement comprises the entire understanding of the parties hereto on the subject matter herein contained, and supersedes and merges all prior and contemporaneous agreements, understandings and discussions between the parties relating to the subject matter of this Agreement. In the event of a conflict between the Proposal and any other Agreement documents, the terms of the Proposal shall control.
EXECUTION. By their execution, the parties hereto have agreed to all of the terms and conditions of this Agreement effective as of the last date of signature, and each signatory represents that it has the full authority to enter into this Agreement and to bind her/his respective party to all of the terms and conditions herein.
ESTIMATED SALES TAX. Sales tax indicated on the Proposal is an estimate only, provided at the time the proposal is generated. The Client acknowledges that the estimated sales tax rate may differ from the actual and then-current sales tax rate at the time of billing. The Client is responsible for payment of all applicable federal, state, and local taxes and assessments levied on the transaction(s) contemplated by the Proposal, regardless of the amounts estimated herein.
NOTICES TO CLIENT/OWNER.
1. CALIFORNIA
  1. Alarm Company Operators are licensed and regulated by the Bureau of Security and Investigative Services, Sacramento, California 95814.
  2. Contractors are required by law to be licensed and regulated by the contractors’ state license board. Any questions concerning a contractor may be referred to the registrar of the board whose address is: Contractors’ State License Board, 9821 Business Park Drive, Sacramento, California 95827.
2. IDAHO
  1. Client has the right to (1) at their reasonable expense, require the Contractor to obtain lien waivers from any subcontractors providing services or materials; (2) receive proof that the Contractor has general liability insurance, including completed operations and workers’ compensation insurance for employees; (3) purchase an extended policy of title insurance covering unfilled or unrecorded liens; (4) require, at their expense, a surety bond in an amount not to exceed the value of the project.

Revision 2025-06-23

DEFINITIONS.
1. Agreement means the entire content of these Terms and Conditions, the Proposal document(s), together with any other Supplements designated below, together with any exhibits, schedules or attachments hereto. It supersedes all prior negotiations, both written and oral. These Terms and Conditions shall control in the event of a conflict between documents.
2. Client means the person, firm, company, or organization for whom the services described herein will be provided. Client must be the building owner, owner’s representative/designee, or tenant with authorization by the building owner to make improvements to the tenant-leased space.
3. Services means all services and the work product to be provided to Client by PAC as described and otherwise further defined in the Proposal.
4. Authority Having Jurisdiction (“AHJ”) is any entity or organization having jurisdictional authority over the premises and the systems installed therein.
5. National Fire Protection Association (“NFPA”) is a nationally-recognized fire prevention organization responsible for issuing various codes and regulations adopted by AHJ’s for the purposes of establishing local requirements of fire alarm systems within their respective jurisdictions.
6. Underwriters Laboratories (“UL”) is an international safety standards organization responsible for issuing certifications for fire alarm systems designed to the approved specifications of the local AHJ and NFPA codes.
RESPONSIBILITIES. PAC has, in this Agreement, committed itself to perform, on behalf of the Client, certain services necessary for the ongoing operation, service, and maintenance of the fire alarm system, responsibility for which is wholly owned by the Client. Notwithstanding any provision of this Agreement, Client represents that it has not delegated final authority, but rather has ultimate legal responsibility and authority for adhering to and otherwise fully complying with all building codes, requirements by any AHJ, and any and all federal, state, and local laws and regulations.
INSTALLATION.
1. PAC agrees to sell, provide, program, and instruct Client in the proper use of the Fire Alarm Equipment or System at Client’s premises, and Client agrees to buy such a system in accordance with this agreement consisting of the equipment listed in the Proposal.
2. Software programmed by PAC is the intellectual property of PAC and the passcode to access such software remains the property of PAC. Any unauthorized use of software, including derivative works, is strictly prohibited and may violate Federal Copyright Laws, Title 17 of the United State Code, and may subject violator to civil and criminal penalties. PAC’s signs and decals remain the property of PAC and must be removed upon termination of this agreement.
SERVICE AND REPAIR.
1. Client agrees to pay PAC current standard PAC rates on a per-call basis, including all parts and labor at the time of service. Client is not obligated to call PAC for per-call service and PAC is under no duty to provide service except its warranty service during the warranty period. Service performed by anyone other than PAC during the warranty period relieves PAC of any further obligations under the Warranty terms stated herein.
2. Under no circumstances is PAC responsible for changes in fire, electrical, or building code or the enforcement or interpretation of such codes by any AHJ. Additionally, PAC is not responsible for batteries, electrical surges, lightning damage, water, insects, vermin, software upgrades and repairs, communication devices no longer supported by communication pathways, obsolete components, and components exceeding manufacturer’s useful life and will be repaired or replaced at Client’s expense payable at time of service.
3. This Agreement expressly excludes smoke‑detector sensitivity testing (i.e., NFPA72 detector‑drift/obscuration verification). If such testing is required by the Authority Having Jurisdiction or requested by the Client, Contractor will perform it on a time‑and‑materials basis at Contractor’s then‑current service rates. All scheduling and test intervals will conform to the frequency requirements set forth in NFPA72.
RUNNER SERVICE.
1. As part of its obligations to service Client’s fire alarm system according to NFPA and UL specifications, PAC will provide runner service for the protected premises, including signal restoration, resetting, and silencing of all equipment transmitting fire alarm or supervisory or trouble signals to the central monitoring station. See NFPA 72, National Fire Alarm and Signaling Code Chapter 26.
2. Runner service involves dispatching a designated PAC representative, a “runner,” to the protected premises for the purposes of restoring signals, resetting, and silencing the fire alarm control panel in the event alarm, supervisory, or trouble signals are transmitted to the central monitoring station. PAC is under no obligation to send a trained service technician to repair the existing fire alarm system as part of the runner service, but may do so at its own discretion. Repair work is solely at the Client’s direction, and requires approval from a designated Client representative before proceeding.
3. Client understands that PAC will initiate the runner service when necessary, and such runner service may be at any time, during or outside normal business hours. Client agrees to make the protected premises available and grant access to PAC’s runners and/or service personnel and have a Client representative meet PAC personnel at any time for the purposes of maintaining the fire alarm system to code specifications.
  1. Client may cancel runner service dispatch at any time and all of PAC’s obligations included herein related to runner service will thereby terminate. Client assumes all responsibility for fulfilling documentation and response requirements according to NFPA 72 and/or local AHJ requirements.
  2. In addition to payment requirements listed elsewhere in this agreement, Client agrees to pay for runner service at the PAC standard rates and minimums then-current at the time of service.
  3. Billing and payment terms for runner service:
    1. During normal business hours, Client will be billed and agrees to pay then-current service rates and minimums, portal to portal, starting at the time the runner departs en route to the protected premises. If Client cancels the service call while the runner is en route, Client will be billed and agrees to pay for the time the runner left their portal and returned to their portal.
    2. Outside normal business hours, Client will be billed and agrees to pay then-current service doubletime rates and minimums, portal to portal, starting at the time the runner departs en route to the protected premises. If Client cancels the service call while the runner is en route, Client will be billed and agrees to pay for the time the runner left their portal and returned to their portal.
SCHEDULED TESTS AND INSPECTIONS.
1. Client agrees to pay PAC the amount indicated in the proposal for inspection services at the indicated interval. Any additional inspections requested by the Client or required by the AHJ will be charged at then-current standard PAC rates.
2. Unless otherwise noted, inspections will be performed to meet the minimum requirements of the applicable code or AHJ.
3. PAC will notify Client in advance of the inspection, and it is the Client’s responsibility to reschedule or permit access. If PAC personnel arrive at a scheduled inspection and are denied access or otherwise not permitted to perform or complete the inspection, a minimum charge shall apply.
4. At PAC’s request and when necessary, Client shall provide sufficient appropriate personnel to escort PAC technician(s). For example, Client personnel will be required to escort PAC technician(s) when testing or visually inspecting devices located in private occupied areas.
5. Testing work performed during an inspection only tests accessible components that are in proper working order at time of inspection.
6. Inspection does not include repair or plans to repair.
7. If a sprinkler system or any other waterflow monitoring device is inspected, the inspection does not include inspection or testing of sufficiency of the water supply, for which PAC has no responsibility or liability. PAC is not responsible for cleanup after flowing any water during a test or inspection.
DEFICIENCIES.
1. As may become necessary from time to time, testing documentation will note any deficiencies, defects, malfunctions, or inoperable devices found during an inspection. At Client’s request, PAC will provide a separate quote to correct any deficiencies. Repairs will be addressed on a time and materials basis at PAC’s then-current standard rates, and only upon authorization from the Client.
2. Client is responsible for responding to and correcting deficiencies in a reasonable amount of time to ensure compliance and maintain the fire alarm system in good standing with applicable codes.
CENTRAL STATION or REMOTE STATION FIRE ALARM SERVICE CERTIFICATE.
1. When required and as indicated in the Proposal, PAC agrees to issue a UL Certificate for the fire alarm system. Client acknowledges that UL is a separate AHJ and may inspect or audit the fire alarm system at any time.
2. UL or any other AHJ may require changes to the fire alarm system to keep the Certificate in force.
3. Client agrees to pay PAC for any inspections, repairs, or required changes at PAC’s then-current standard rates.
4. If at any time the fire alarm system is out of compliance with UL or NFPA requirements, the certificate may be revoked and the local AHJ notified.
DOCUMENTATION.
1. Client is responsible for maintaining and storing the required documentation in a secure location on the premises in compliance with AHJ regulations, NFPA standards, and/or other applicable regulations.
2. PAC is not responsible for keeping or maintaining copies of required documentation on Client’s behalf.
3. Reproducing such documentation, when possible, is at the Client’s expense.
EQUIPMENT. All equipment and material installed by PAC shall remain the Client’s personal property and shall not be considered or deemed a fixture or an addition to, alteration, conversion, improvement, modernization, remodeling, repair, or replacement of any part of the realty, and Client shall not permit the attachment thereto of any apparatus not furnished by PAC.
ELECTRICAL AND TELEPHONE SERVICE. Client agrees to furnish, at Client’s expense, all 120 Volt AC power, electrical outlet, circuit breaker and dedicated electrical feed, internet connection, high speed broadband cable or DSL and IP address, telephone hookups, cellular or radio service, RJ31x block or equivalent, as deemed necessary by PAC.
FALSE ALARMS, PERMITS, AND ADDITIONAL COSTS.
1. Client is responsible for all alarm permits and permit fees, agrees to file for and maintain any permits required by applicable law and AHJ and indemnify or reimburse PAC for any fees or fines relating to permits, code compliance, or false alarms. PAC shall have no liability for permit fees, false alarm fines, fire response, any damage to personal or real property or personal injury caused by fire department response to alarm, whether false alarm or otherwise, or the refusal of the fire department to respond. In the event of termination of fire response by the fire department, this agreement shall nevertheless remain in full force and Client shall remain liable for all payments provided for herein.
2. Should PAC be required to perform any service or furnish any material not specifically covered by the terms of this agreement, because of change in existing or hereafter enacted law, change in technology, obsolete or manufacturer’s end of life equipment, Client agrees to pay PAC for such service or material.
3. It is the Client’s responsibility to obtain a Certificate of Occupancy for the intended use of the premises affected by the fire alarm or obtain a Letter of No Objection from the AHJ if a Certificate of Occupancy is not available.
4. It is the Client’s sole responsibility to cure any building or Environmental Control Board violations.
5. Client agrees to pay then-current PAC standard rates for services or appearances for any third party subpoenas or summons that may be required.
SPECIAL SERVICES.
1. PAC is authorized and permitted to subcontract any services provided by PAC to third parties who may be independent of PAC, and PAC shall not be liable for any loss or damage sustained by Client by reason of fire or any other cause whatsoever caused by negligence of third parties.
2. Client appoints PAC to act as Client’s agent with respect to third parties, except that PAC shall not obligate Client to make any payments to such third parties.
3. Client acknowledges that this agreement, and particularly those relating to PAC’s disclaimer of warranties, exemption from liability, even for its negligence, limitation of liabilities and indemnification, inure to the benefit of and are applicable to any assignees, subcontractors, manufacturers, vendors, and monitoring centers of PAC.