The PARTIES hereby agree to the following terms and conditions:
1.PROVIDER hereby undertakes to install and program the System to the premises of SUBSCRIBER located at ___________________.
2.The System to be installed in the premises defined above shall consist of the following hardware:
- MiGuard Wi-Fi & GSM Console
- MiGuard Wireless HD IP Camera
- MiGuard Door Sensors
- MiGuard PIR Motion Sensor
- MiGuard Pepper Spray
- MiGuard Smoke Sensor
- MiGuard Gas Leak Sensor
- MiGuard Water Leak Detector
- MiGuard Medical Call Button
- MiGuard SOS Button
- MiGuard Arm/Disarm Remote
3.In addition to the hardware listed above, the PROVIDER shall likewise install the MiGuard Security System, which shall facilitate the remote security equipment system contemplated under this Agreement.
4.Prior to the installation of the System, consisting of the components defined above, to the defined premises, the SUBSCRIBER hereby warrants that the following minimum requirements can be found within the premises:
- Wi-Fi Internet Connection
- GSM Signal
5.In the event that the SUBSCRIBER is unable to provide the foregoing minimum requirements, the SUBSCRIBER shall bear the loss and damage by reason of such failure. In no case shall the PROVIDER be held liable for the failure of the System to operate properly by reason of SUBSCRIBER’s failure to comply with the above-cited requirements.
6.The System consists of several hardware components and software which may be installed by the SUBSCRIBER on a do-it-yourself basis. However, in the event that SUBSCRIBER requests the PROVIDER to undertake the installation of the System, the PROVIDER is hereby authorized to make preparations for the installation of the System in the premises of the SUBSCRIBER with full authority to drill holes, drive nails and introduce attachments of whatever kind as may be deemed necessary by the PROVIDER in order to effectively install the System. Pursuant thereto, the PROVIDER shall not be held liable for any damages in the premises as a result of its ensuring the installation of the System. Furthermore, SUBSCRIBER hereby warrants that it has the authority to permit the installation to be undertaken by the PROVIDER in the premises defined herein.
7.Pursuant to the preceding paragraph, in the event that PROVIDER determines that SUBCRIBER has not complied with the minimum requirements for the System as set forth above, the PROVIDER shall have the right to hold in abeyance the installation of the System without incurring any liability until the SUBSCRIBER is able to secure compliance with the cited requirements.
8.In the event of the SUBSCRIBER’s continued refusal and/or failure to comply with the said minimum requirements despite the execution of this Agreement, the PROVIDER shall have the right to hold the said party liable for damages, which may consist in the total value of the System and such other damages that may be attributed to the SUBSCRIBER’s failure to comply with the said requirements.
9.It is hereby understood that the MiGuard Security System is the exclusive personal property of the PROVIDER. In no case shall the execution of this Agreement be construed as granting the SUBSCRIBER, its heirs, assigns or successor-in-interest, any right to reproduce, replicate or do any other act which tend to infringe upon the property rights of the PROVIDER as the exclusive owner of the said System.
10.It further understood that the System is the exclusive personal property of the PROVIDER. By virtue of this Agreement, the herein SUBSCRIBER acquires no right whatsoever over the System other than its ownership right over the hardware components installed in its own premises and the use and benefit of the System as defined under this Agreement.
II.INSTALLATION OF THE SYSTEM
1.For the value of the System in the premises herein defined, the SUBSCRIBER hereby agrees to pay the sum of ________________ (Php ___________), inclusive of Value Added Tax at the rate of twelve percent (12%) and other charges, to be paid immediately upon the execution of this Agreement.
2.In addition thereto, SUBSCRIBER agrees to pay the sum of _________ (Php__________), inclusive of applicable tax and charges, for the installation of the MiGuard Software and hardware and/or equipment to complete the System in the event that SUBCRIBER opts to have the System installed by PROVIDER. Said sum shall likewise be due upon the execution of this Agreement.
3.In the event that installation of the System shall be undertaken by PROVIDER upon the request of SUBSCRIBER, the PROVIDER shall conduct an ocular inspection of the premises where the System shall be installed. Thereafter, the PROVIDER shall notify the SUBSCRIBER of any deficiency in the minimum requirements or of the approximate date for the installation of the System, as may be applicable. Said ocular inspection shall be subject to a fee chargeable to SUBSCRIBER, which shall be determined on the basis of the location of the premises to be inspected.
4.Delays attributable to the failure of the SUBSCRIBER to secure the minimum requirements for the System shall be dealt with in accordance with pertinent provisions of Clause 1 hereof.
5.The PROVIDER shall not be liable for any damage or loss suffered by SUBSCRIBER as a result of any delay in the installation of the System or failure of the System or interruption in its operation due to electric failures, internet connection problem, acts of God or any other causes beyond the control and competence of the PROVIDER.
6.In the event that installation is to be undertaken by PROVIDER at the request of SUBSCRIBER, it is hereby understood that the PROVIDER shall only provide an approximate date for the installation and completion in no case shall said Party be bound to a strict and determined period of time as time is not of the essence in this Agreement.
III. THE SECURITY SERVICE
1.For additional consideration, the SUBSCRIBER further hereby agrees to avail of the PROVIDER’s Security System which shall consist of a 24/7 Command Center to be established in the PROVIDER’s principal office which shall provide remote security surveillance of the SUBSCRIBER’s premises as may be accessed by the System installed therein.
2.Subject to the limitations to be herein set forth, the 24/7 Command Center shall undertake every reasonable effort to notify SUBSCRIBER and the appropriate agency or office (ambulance, police station and/or fire station, as the case may be) of any security incident that may have been captured in the SUBSCRIBER’s System. For purposes of this Agreement, security incident shall be construed to mean any suspected adverse incident captured in the System which may pose a threat to life, limb or property, such as, but not limited to, burglary, theft, fire, or any other analogous incident.
3.For said services, the SUBSCRIBER hereby agrees to pay the sum of _________ (Php ____________), inclusive of applicable taxes and charges, per month (“the Monthly Subscription Fee”). The SUBSCRIBER hereby agrees to pay the Monthly Subscription Fee on or before the __ day of the month save for the initial monthly subscription fee which shall be payable upon the execution of this Agreement.
IV.COVERAGE AND LIMITATIONS OF THE SECURITY SERVICE
1.The PROVIDER, through its duly established 24/7 Command Center, shall provide a 24/7 remote security service of the premises of the SUBSCRIBER as may be accessed through the System installed by virtue of this Agreement.
2.In the event that a security incident was captured by the System, the Command Center shall exert every reasonable and diligent effort to notify the SUBSCRIBER and the appropriate police station, fire station or ambulance or any other appropriate public office/agency to which it is affiliated, as the case may be.
3.The SUBSCRIBER hereby acknowledges that the signals transmitted over telephone lines, wire, air waves, or other modes of communication pass through communication networks which are beyond the control of the PROVIDER, therefore, the latter cannot be held liable for any failure or delay in transmission from the duly installed System to its Command Center.
4.It is likewise hereby understood that the notice herein contemplated to be sent to the SUBSCRIBER and the appropriate agency or office shall be by means of a phone call or other telecommunication means available as may be determined as appropriate under the applicable circumstances.
5.In line thereto, it is understood that the PROVIDER cannot be held liable for the manner in which the agency or office responds to the notice given on behalf of the SUBSCRIBER. Nor shall the PROVIDER be held liable to monitor the subsequent actions of the notified agency or hospital.
6.The PROVIDER in no case represents or warrants that the System and Security Services herein contemplated shall prevent any loss, damage or injury by reason of any security incident such as, but no limited to burglary, theft, fire or any other cause of similar nature. It is further understood that the System and the Security Services in no case warrants that it shall provide protection for all security incidents in all cases.
7.The Parties agree that the PROVIDER is not an insurer and the SUBSCRIBER assumes all risk of injury, loss or damage, to the individuals occupying the premises, the premises itself or its contents.
8.It is hereby understood that the System and Security Services are designed to merely reduce risks of loss or damage. However, the PROVIDER in no way guarantees that no loss or damage shall be suffered by the SUBSCRIBER through the use and installation of the System and Security Services.
9.For clarity, the PROVIDER shall not assume any liability and shall not be liable to the SUBSCRIBER for any loss, injury or damage said party may sustain or suffer in relation to the premises covered by the System and Security Services, regardless of the PROVIDER’s negligent performance or failure to perform any obligation or strict product liability. Moreover, SUBSCRIBER hereby releases PROVIDER from any claims for contribution, indemnity or subrogation in relation to any loss, damage or injury it might suffer.
10.Further, the PROVIDER shall not be responsible for any security incident that may be later on identified as false (“a false alarm incident”) or any consequent damage or loss that may result by reason of such false alarm incident. Neither will the PROVIDER be held liable for the failure of any duly notified agency or office to respond to the SUBSCRIBER’s premises despite notice.
11.In the event that there may be fees or charges that may have been incurred by reason of such false alarm incident, it is hereby understood that such fees and charges shall be for the sole account of the SUBSCRIBER.
V.OBLIGATIONS OF SUBSCRIBER
In addition to those already set forth above, the SUBSCRIBER further agrees to comply with the following obligations:
1.Upon the execution of this Agreement, SUBSCRIBER shall fill up the Customer Information Sheet with the identity of the individual as well as his contact details (telephone number and/or mobile number) to be utilized by the PROVIDER for the purpose of communicating any security incident that may be captured through the Security Service herein availed of.
2.In the event of change in the contact details provided above, SUBSCRIBER shall immediately notify in writing the PROVIDER of such change. The PROVIDER shall not be held liable for any notification problem arising from SUBSCRIBER’s failure to give a timely notice of any change in its contact information.
3.The SUBSCRIBER shall undertake to maintain the minimum requirements necessary for the effective operation of the System and its timely transmittal of data to the PROVIDER’S Command Center. As a consequence thereof, PROVIDER shall not be held liable for any failure to transmit or communicate due to internet problems and unreliability or any cause attributable to SUBSCRIBER’s failure to secure the requirements set forth above.
4.The SUBSCRIBER shall not tamper with, remove or interfere in any way with the System as installed in its premises. It is hereby agreed that SUBSCRIBER shall bear the cost of any repair or replacement in the System by reason of any cause which materially compromises the operation of the System.
5.It is hereby understood that once the System is installed and confirmed to be operational, the SUBSCRIBER shall assume exclusive control and possession of the System and it shall be its duty to notify the PROVIDER should it encounter any error or problem in the operation of the System. Unless, PROVIDER is duly and timely notified of the same, the latter cannot be held liable for any resulting loss, damage or injury which may be suffered or sustained by SUBSCRIBER by reason of any error or issue in the operation of the System.
6.The SUBSCRIBER understands that the PROVIDER does not have access to the System installed in the former’s premises. The PROVIDER shall only be able to access the System upon SUBSCRIBER’s conformity thereto after filling up the necessary form and/or document granting access to PROVIDER as contemplated herein.
7.Pursuant thereto, the SUBSCRIBER hereby waives its right to privacy insofar as it is necessary to enable the PROVIDER to perform its obligation of providing 24/7 Security Services as contemplated under this Agreement.
8.The SUBSCRIBER shall hold PROVIDER free and harmless from any claims, suits for damages or any other legal complication, be it arising from any violation of privacy or any other right, which may arise by reason of the PROVIDER’s fulfillment of its obligation to provide 24/7 Security Services as contemplated hereunder.
9.It is further understood that the SUBSCRIBER shall have the sole discretion as to where the cameras and/or listening devices shall be installed in its premises. Thus, the SUBSCRIBER cannot hold the PROVIDER liable for having access to such areas as may be accessed through the cameras and listening devices installed therein.
10.The SUBSCRIBER hereby agrees to make a timely payment of the Monthly Subscription Fee stated above. In the event of its failure to pay the same for two (2) consecutive months, PROVIDER shall have the right to immediately terminate the Security Services without prior notice subject to the pertinent provisions of Clause IX hereof.
11.The SUBSCRIBER shall have no right to assign this Agreement without the written consent of the PROVIDER. Upon the written conformity of the latter, however, the SUBSCRIBER shall remain to be held liable for any monetary obligation that is due and demandable at the time of its assignment to a third party entity. In such a case, the SUBSCRIBER and the third party entity shall be deemed jointly and solidarily liable for any sum owing to the PROVIDER by virtue of this Agreement.
VII. OBLIGATIONS OF THE PROVIDER
In addition to those already set forth above, the PROVIDER further agrees to comply with the following obligations:
1.The PROVIDER herein provides a one (1) year warranty for the hardware components of the System to be reckoned from the installation of the same in the premises of the SUBSCRIBER. It is understood, however, that this warranty does not cover acts of God or any circumstance which causes damage to any of the components of the System beyond the control of the PROVIDER. In which case, the loss or damage to hardware components shall be borne by the SUBSCRIBER.
2.Upon notice of the SUBSCRIBER of any problem or error in the operation of the System which cannot be resolved through the established remote troubleshooting procedure, the PROVIDER shall provide repair services for the System within thirty six (36) hours, exclusive of Saturday, Sunday and legal holidays, during working hours, i.e. 9 a.m. to 6 p.m. Any such repair or service done by PROVIDER not covered by the warranty contemplated above, shall be at the expense of the SUBSCRIBER.
3.In the event that the PROVIDER shall need more than thirty six (36) hours to to repair the System installed in SUBSCRIBER’s premises, the PROVIDER shall provide notice to that effect with notice as to how long will the necessary repair be completed. In which case, the PROVIDER shall not be held liable for any delay or failure to repair the System within the thirty six (36) hour period herein defined.
VI.RIGHT TO SUBCONTRACT
1.The Parties hereby recognize the right of the PROVIDER to assign the performance of any of its services contemplated under this Agreement to a third party entity without the consent of the SUBSCRIBER.
2.In the event of such assignment, the PROVIDER shall not be liable for any loss, injury or damage that may be suffered or sustained by the SUBSCRIBER as a result of the failure or negligence of the third party-assignee to perform the services assigned thereto.
3.Pursuant to this assignment, the SUBSCRIBER hereby agrees that this Agreement and the terms herein laid out for the benefit of the PROVIDER shall likewise be applicable to any assignee and/or subcontractor of the PROVIDER.
VII.TERM OF THE SECURITY SERVICE
1.The parties hereby agree that the Security Service shall be effective for a period of twelve (12) months which shall commence upon the execution of this Agreement (“the Term”).
2.In the event that the SUBCRIBER seeks to pre-terminate the Security Service without any default on the part of the PROVIDER, the latter shall be entitled to a pre-termination fee equivalent to the Monthly Subscription Fee corresponding to the remaining months of this Agreement.
3.This Agreement shall be deemed automatically renewed upon the lapse of the Term of this Agreement UNLESS, the SUBSCRIBER gives a written notice thirty (30) days prior to the expiration of the Term of its intent not to renew this Agreement.
4.In the event of the automatic renewal contemplated above, the Agreement shall be deemed renewed for one (1) year under the same terms and condition as herein set forth.
VIII.TERMINATION OF THIS AGREEMENT
1.The PROVIDER shall have the right to immediately terminate this Agreement upon the failure of the SUBSCRIBER to pay the Monthly Subscription Fee for two (2) consecutive months. In the event of such termination, the SUBCRIBER shall likewise be held liable for the remaining months covered under this Agreement in addition to that subscription fee that is deemed overdue.
2.The PROVIDER shall likewise have the right to immediately terminate this Agreement upon SUBSCRIBER’s breach of any of the obligations herein set forth. In which case, the SUBSCRIBER shall be liable, by way of damages, to pay the Monthly Subscription Fee corresponding to the remaining months of the Agreement in addition to such other damages that it may suffer by reason of the SUBSCRIBER’s breach of any of its obligation hereunder.
1.The Parties hereby agrees that during the Term of this Agreement and thereafter, it will keep confidential and will not use for its own purposes nor without the prior written consent of the other party disclose to any third party any Confidential Information which may become known to the receiving party unless the Confidential Information (i) is public knowledge or already known to the receiving Party at the time of disclosure, or (ii) subsequently becomes public knowledge other than by breach of this Agreement, or (iii) subsequently comes into the possession of the receiving Party from a third party without obligations of confidence, or (iv) is thereafter independently conceived by the receiving Party or its employees who had no access to Information.
2.For purpose of this Agreement, Confidential Information shall cover the following: (i) any and all information that had been disclosed or relayed to the SUBSCRIBER as a consequence of this Agreement which pertains to the System and the Security Service or any segment thereof which constitutes the exclusive property rights of the PROVIDER relative to such System or Security; and (ii) any and all footages and/ or audio clips captured by the System and relayed to the PROVIDER’s Command Center and stored therein, at the request of SUBSCRIBER.
3.The Parties may only disclose the Information if requested pursuant to an order of a competent court or administrative agency, provided that the Party subject to such order has informed the other Party thereof in writing, and has used reasonable efforts to limit the scope of the disclosure and to obtain confidential treatment by the court or administrative agency of Information disclosed pursuant to such order.
4.The confidentiality obligations contained herein shall survive the expiration or early termination of this Agreement.
1.In the event that any provision of this Agreement is rendered void, invalid or unenforceable by operation of applicable laws or regulations, such provision or part thereof may be severed from this Agreement without affecting the other provisions hereof.
2.The terms and conditions of this Agreement constitutes the entire agreement between the Parties with respect to the subject matter hereof and shall supersede all prior agreements, verbal or written, made by the Parties relating to the same subject matter. The provisions of this Agreement shall not be amended or modified by the Parties except in writing duly signed by their respective authorized representatives.
3.This Agreement shall be governed and construed in accordance with the laws of the Republic of the Philippines. Any and all disputes arising out of, in connection with or relating to the terms and conditions of this Agreement, or the interpretation or construction thereof, shall first be settled by the Parties through negotiations in good faith.
4.Should the Parties fail to reach an amicable settlement of the dispute, either Party may bring a claim against the other Party before the proper courts of Quezon City to the exclusion of all other venues.