Terms and Conditions
The Subscriber agrees to subscribe to the inspection service of the Company(“Service”) on the following terms:
1 Key term
(a) Service Plan: Fire Sprinkler and/or Backflow Inspection Subscription
(b) Commencement Date: Date the Terms and Conditions have been agreed to.
(c) Service Period: 60 months from Commencement Date
(d) Subscription Fee: As noted in the emailed proposal
(e) Notice for cancellation: By written notice to Precision Fire Protection during the service period. A cancellation fee will be charged including any unpaid balance for completed services plus $100.00.
2.1 The following definitions and rules of interpretation apply in this Agreement.
Agreement: This Agreement includes any schedules or appendices.
Confidential Information: In relation to each Party, any information (whether or not stated to be confidential or marked as such) which it discloses to another Party, or which the other Party obtains from that Party, either orally or in writing or by any other means, under or in connection with this Agreement.
Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighboring and related rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill, and the right to sue for passing off or unfair competition, rights in designs, rights to computer software, database rights, topography rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for, renewal or extensions of, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Company Proprietary Rights: all intellectual Property Rights that are owned by or licensed to the Company and which are or have been developed independently of this Agreement, that is necessary or desirable to enable the subscriber to receive and use the Service.
Service Period: the period during which the Company will provide the Service to the Subscriber for a Subscription Fee.
Service: the services to be provided by the Company as described in the Service Plan.
Terms and Conditions: The Terms and Conditions of Service as appeared on and as updated by the Company from time to time.
Testing Period: the period during which the Company will provide the Service to the Subscriber.
2.2 Clause, schedule, and paragraph headings shall not affect the interpretation of the Agreement.
2.3 A reference to a person includes a natural person, a corporate or unincorporated body (whether or not having a separate legal personality).
2.4 Unless the context otherwise requires, words in the singular shall include the plural and, in the plural, shall include the singular and a reference to one gender shall include a reference to the other genders.
2.5 A reference to writing or written includes fax and e-mail.
3 Supply of services
3.1 The Company shall provide the Service to the Subscriber on the terms and conditions of this Agreement.
3.2 The Service Period shall commence on the Commencement Date and shall continue for such period as stated above (or such other period as agreed in writing between the Subscriber and the Company) unless terminated earlier:
(a) as provided by the terms of this Agreement; or
(b) by either Party giving to the other prior written notice of not less than the period as stated above.
3.3 If the Subscriber terminates the Agreement for any reason within the Service Period, the Subscriber will be billed a cancellation fee including any unpaid balance for completed services plus $100.00.
3.4 The Agreement shall be renewed automatically for a successive 60-month period and onwards unless either party provides the other with written notice of its intent to terminate one month before the end of the Service Period or any renewal period. The Agreement can be terminated by one month’s Written Notice during any such renewal period.
3.5 For the avoidance of doubt, the calculation of packages shall be based on a 60-month period paid monthly.
4 Company’s responsibilities
4.1 During the Service Period, the Company shall:
(a) provide the Service to the Subscriber in accordance with the Service plan; and
(b) promptly notify the Subscriber of any expected delays or problems in providing the Service and any circumstances which may prevent proper and timely delivery of the Service.
4.2 The Company shall comply with all laws and regulations applicable to the Service, including those relating to anti-bribery, anti-corruption, and data protection.
4.3 The Company may subcontract the performance of all or part of the Service to one or more suitably qualified subcontractors, provided that the Company shall procure the subcontractors to enter into direct undertakings (including with regard to confidentiality) with the Subscriber where requested to do so by the Subscriber. The Subscriber will continue to pay the Subscription Fees to the Company as provided in this Agreement, and the Company will be responsible for the remuneration of (and any expenses incurred by) the subcontractors. For the avoidance of doubt, the Company will continue to be subject to all duties and obligations under this Agreement during the term of engagement of the subcontractors.
5 Subscriber’s obligations
5.1 The Subscriber shall be subject to Terms and Conditions of Service of inspections and will co-operate with the Company where reasonably requested during the Service Period.
5.2 The subscriber shall be responsible for, except where notified by the Company to the contrary, obtaining and maintaining all consents and licenses and making all filings necessary to receive or use the Service.
5.3 The Company may cancel all or part of the Service if (a) the Service becomes the subject of a claim that such service infringes the rights of any third person or that the Company otherwise does not have the right to permit others to use it; (b) the Service becomes illegal or contrary to any applicable law or regulation. The Subscriber may cancel the affected Service if the Company cancellation substantially frustrates the Subscriber’s purpose and subscribing to such Service.
5.4 The Subscriber shall not:
(a) without the prior written approval of the Company to disseminate the contents, news, and information supplied by the Company or any part thereof to any other person;
(b) use or permit the use of the contents, news, and information supplied by the Company or any part thereof for any illegal purpose; and
(c) use the contents, news, and information supplied by the Company or any part thereof other than in the ordinary course of its own business (which shall not include dissemination to third parties).
5.5 The Subscriber shall be wholly responsible for all use of the Service and agrees to indemnify the Company against all and any liability arising, directly or indirectly, and in any jurisdiction, out of the use of the Service. Thesis Subscriber agrees to abide by all applicable laws (whether the state of Tennessee or of any relevant jurisdiction) relating to the use of the Service, in particular, but without limitation, the Subscriber shall not access or publish any matter which violates any laws (weather of the state of Tennessee or of any relevant jurisdiction) and warrants that its use of the Service does not and shall not, directly or indirectly, infringe any third parties intellectual property rights in any jurisdiction.
5.6 If the Subscriber is in breach of any of the terms of this Agreement or Terms and Conditions of Service, the Company may, at its sole discretion, either suspend the Subscribers access to any use of any of the Service until such breach is remedied, or terminate the Agreement and the Subscribers access to and use of any of the Service. Reinstatement will be at the sole option of the Company and upon such terms and conditions as it shall determine.
6.1 Details of the Subscription Fees are according to the emailed proposal you received from Precision Fire Protection, LLC.
6.2 In consideration of the performance of the Service, the subscriber shall pay the Subscription fees to the Company in monthly installments from the commencement date. Payments are to be made with a credit card. If the Subscriber’s payment does not process, for any reason, the Company reserves the right to apply a late payment charge of 10% per month that will be due and payable with respect to the outstanding balance and the Company will be entitled to terminate this Agreement and/or the provision of any of the Service to the Subscriber.
6.3 Without prejudice to any other right or remedy that the company may have, if the Subscriber fails to pay the Company on the due date of the payment, the Company may suspend the provision of any further Service until payment has been made in full.
6.4 Notwithstanding any other provision of this Agreement, all sums payable to the Company under this Agreement shall become due immediately upon termination. Including, but not limited to full payment for completed services, late payment charges of 10% per month, and a $100.00 termination fee.
6.5 The Subscriber shall pay all amounts due under this Agreement in full without any deduction except as required by law, and shall not be entitled to assert any credit, set-off, or counterclaim against the Company in order to justify withholding payment of any amount due, in whole or in part.
7.1 Each party agrees to keep and procure to be kept confidential the terms of this Agreement and any information in whatever form obtained from the disclosing party pursuant to this Agreement, whether or not designated as confidential (“Confidential Information”), except as permitted by clause 7.2.
7.2 Each party undertakes not to make available or permit to be made available any Confidential Information to any third party unless it has obtained prior written approval from the disclosing party or such information is already made known to the public or disclosure is required by law.
7.3 Each Party may disclose the other Party’s Confidential Information:
(a) to its employees, officers, representatives, or advisors who need to know such information for the purposes of carrying out the Party’s obligations under this Agreement. Each Party shall ensure that its employees, officers, representatives, or advisors to whom it discloses the other Party’s confidential information comply with this clause; and
(b) as may be required by law, a court of competent jurisdiction, or any governmental or regulatory authority.
7.4 No Party shall disclose the Price, Content, Terms, and Conditions of this Agreement to a third party.
8 Intellectual property
8.1 The Company and its licensors shall retain ownership of all Company Proprietary Rights.
8.2 Any contents, news, and information supplied by the Company to the Subscriber remain the property of the Company. This Subscriber undertakes not to advertise, redistribute, and/or otherwise broadcast, such contents, news, and information upon termination of the Service or this Agreement, nor to use the words “Inspection Subscription” in any way as a business or company name or trademark.
8.3 The Company grants the Subscriber: the use of the information from the Service for the duration of the Service Period to such extent as is necessary to enable the Subscriber to make reasonable decisions. The Subscriber shall not sub-license or transfer any Company proprietary rights.
8.4 Neither the Company nor any of its directors, employees, or agents warrant that the Service will be uninterrupted or error-free or give any warranty as to the results to be obtained from the use of the Service. In no event when the Company or its directors, employees, or agents be liable to the Subscriber for any damage, (including, but without limitation, special, incidental, or consequential damage) arising from the use of, or inability to use (for whatever reason), the Service, including but not limited to damages resulting from loss of data or loss of profits.
9.1 Without prejudice to any accrued rights or remedies available to it, either Party may terminate this Agreement with immediate effect by giving written notice to the other Party if at any time a Party:
(a) commits any serious or repeated breach of any of the provisions of this Agreement;
(b) (in the case of the Company) is grossly negligent or incompetent in the performance of the Service;
(c) (in the case of the Subscriber) fails to pay subscription fees when they fall due;
(d) suspends or ceases to carry on all or substantial part of its business;
(e) suspends or is unable to pay its debts when they fall due;
(f) is (where the Party is an individual) declared bankrupt or makes any arrangement with or for the benefits of its creditors;
(g) is (where the Party is an individual) incapable of performing his obligations under this Agreement (by reason of illness or incapacity or otherwise) for an extended period; or
(h) is (where the Party is an entity) a petition is filed, a notice is given, the resolution is passed, or an order is made, for or in connection with the winding up of the Party (other than for the sole purpose of a scheme for a solvent amalgamation or solvent restructuring).
10 Force Majeure
Neither party shall be in breach of this Agreement nor liable for delay in performing, or failure to perform, any of its obligations under this Agreement if such delay or failure results from events, circumstances, or causes beyond its reasonable control. In such circumstances, the time for performance shall be extended by a period equivalent to the period during which performance of the obligation has been delayed or failed to be performed. If the period of delay or non-performance continues for one (1) month, the party not affected may terminate this Agreement by giving written notice of one (1) week to the effective party.
11 Assignment and other dealings
Neither party shall without the prior written consent of the other party assign, transfer, mortgage, charge, subcontract, declare a trust over, or deal in any other manner with any of its rights and obligations under this Agreement. The above service cannot be re-distributed.
No agreement or understanding to vary this Contract will be legally binding upon either party unless it is in writing and signed by duly authorized representatives of both parties.
No failure or delay by a party to exercise any right or remedy provided under this agreement or bylaws shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
14 No partnership or agency
14.1 Nothing in this agreement is intended to or shall be deemed to, establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorize any party to make or enter into any commitments for or on behalf of any other party.
14.2 Each party confirms it is acting on its own behalf and not for the benefit of any other person.
15 Entire Agreement
15.1 This agreement constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations, and understandings between them whether written or oral or relating to its subject matter.
15.2 Each party agrees that it shall have no remedies in respect of any statement, representation, assurance, or warranty (whether made innocently or negligently) that is not set out in this agreement. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in this agreement.
16.1 If any provision of this agreement is or becomes invalid, illegal, or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal, and enforceable. If such modification is not possible, the relevant provision shall be deemed deleted. Any modification to or deletion of a provision under this clause will not affect the validity and enforceability of the rest of this agreement.
17.1 Any notices so served by hand or post shall be deemed to have been duly given:
( a ) in the case of delivery by hand when delivered;
( b ) in the case of prepaid recorded delivery, special delivery, or register post, at 10:00 AM on the second business day following the date of posting;
Provided that in each case we’re delivery by hand occurs after 5:00 PM on a business day or on a day which is not the business day, service shall be deemed to occur at 9:00 AM on the next following business day. References to time in this clause are to local time in Knoxville, Tennessee.
17.2 The addresses of the parties for the purpose of clause 17.1 are as noted in the quotation received by the subscriber.
This agreement may be executed in any number of counterparts, each of which when executed shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.
19 Right of third parties
A person who is not a party to this agreement so have no right under any law to enforce any of its terms.
20 Governing Law
The parties shall use all reasonable endeavors to resolve any dispute amicably and in good faith. This document is governed by and is to be construed in accordance with the laws of the state of Tennessee.
All disputes controversies, differences, or a claim arising out of or in connection with this document, including any question regarding its existence, validity, or termination, or any dispute regarding non-contractual obligations shall be finally settled under the arbitration rules and the State of Tennessee by one or more arbitrators appointed in accordance with the State rules. The seat of arbitration shall be Knoxville TN.
Last updated August 24, 2022