MetroCom Low-Voltage Terms & Conditions
Document Version: Rev. 2026-05
Effective Date: May 25, 2026
Legal Incorporation Notice: The standard terms, conditions, disclaimers, and risk allocations detailed below govern all technical field operations, systems engineering, component procurement, low-voltage installation, and post-warranty maintenance services performed by MetroCom, Inc. d/b/a MetroCom Security (“MetroCom”). Pursuant to the execution of your project proposal, these terms are legally binding, fully integrated by reference, and take precedence over any secondary client purchase orders, master service templates, or general contractor construction documents.
Standard of Performance and Technical Precedence
Standard of Performance: All work shall be performed in a professional and workmanlike manner consistent with prevailing industry standards for low-voltage systems and strictly in accordance with applicable manufacturer specifications.
Hierarchy of Control: All equipment, systems, configuration, commissioning, and operation shall be governed strictly by manufacturer specifications, which shall take precedence over any Client request, instruction, site condition, or coordination requirement. Where a conflict exists, manufacturer specifications shall control.
Client Assumption of Risk: MetroCom shall not be responsible for system performance, reliability, compatibility, or longevity where Client requests, site conditions, third-party coordination, or existing infrastructure necessitate a deviation from manufacturer specifications. The Client acknowledges and assumes all operational and performance risks associated with any such deviation. To the fullest extent permitted by law, any such deviation shall void warranty coverage for any system or component affected.
Site Access, Readiness, and Inter-Trade Coordination
Continuous Access Requirements: The Client shall provide safe, continuous, and uninterrupted physical and network access to all required on-site environments—including residential units, commercial suites, basements, risers, telecom rooms, roof areas, and secured electrical or mechanical spaces—during normal business hours (8:30 AM to 5:00 PM, Monday through Friday, excluding holidays) to ensure continuous installation progress.
Client-Provided Infrastructure & Trade Provisions: The Client shall provide, manage, and pay for the following items, structures, and specialty third-party services in a timely manner to maintain project workflows without disruption:
Authorized Structural Cuts:MetroCom’s technicians are authorized by the Client to cut necessary diagnostic, inspection, and cable-fishing access holes in drywall, drop-ceilings, lath-and-plaster boundaries, or cabinetry as required by in-field pathway conditions to route low-voltage lines. The physical patching, taping, spackling, painting, and cosmetic restoration of all such access cutouts remain the exclusive structural and financial responsibility of Others or the Client.
Inter-Trade Coordination and Liability Allocation: The Client acknowledges that maintaining overall jobsite security, scheduling, access control, and trade segregation is the exclusive, non-delegable duty of the Client or their general contractor. MetroCom shall not be liable for project delays, pathway disruptions, structural damage, or configuration conflicts caused by separate contractors. Any interference, disruption, unauthorized relocation, or physical tampering with MetroCom’s equipment by other trades or third parties shall be treated as a material breach of this Agreement by the Client.
Authorized Technical Liaison Requirement: To ensure technical coordination and safety compliance, the Client shall designate a primary on-site project contact or building representative available during all scheduled work windows who is authorized to make project decisions, grant physical clearances, and coordinate workflows in fluent English. Any project delay, miscommunication, or failed visit resulting from the absence of an authorized, fluent technical liaison shall be treated as a Client-caused delay subject to standard site pause charges detailed herein.
Site Safety: The Client shall ensure the project site is safe and free of environmental or structural hazards (e.g., exposed line-voltage wiring, uncontained mold, hazardous materials) during MetroCom’s performance. MetroCom reserves the absolute right to suspend work immediately if site conditions are deemed unsafe by field supervisors, with all resulting standby or re-mobilization costs borne entirely by the Client pursuant to the enforcement structures detailed within this Agreement.
Hazardous Material Stop-Work Protocol: Should MetroCom’s field personnel visually identify or suspect the presence of hazardous materials—including but not limited to asbestos, crystalline silica, lead paint, or uncontained toxic mold—during drilling, cutting, or pathway mapping, all related fieldwork shall immediately cease. MetroCom shall not resume performance in the affected footprint until the Client provides a certified, third-party industrial hygiene clearance report proving absolute abatement at the Client’s sole expense. Project timelines shall be automatically extended day-for-day during any such environmental pause.
Scheduling Adjustments, Failed Visits, and Standby Charges
Technician Standby and Idle Labor Charges:MetroCom’s professional technicians are dispatched exclusively to perform the technical low-voltage milestones detailed in the written proposal. The Client acknowledges that MetroCom is not a general utility labor source and that the Client has no right to redirect or alter technical labor on-site. Any instance where MetroCom technicians are delayed by client or third-party unreadiness for more than fifteen (15) cumulative minutes shall automatically trigger a dynamic standby charge. This standby fee shall be calculated under MetroCom’s standard commercial rate structure (a baseline minimum of $425.00 for the first ninety (90) minutes or part thereof, followed by $325.00 per hour thereafter, with all partial hours rounded up to the nearest thirty (30) minute increment) during normal operational hours, or under MetroCom’s premium off-hours rate structure (baseline minimum of $650.00 for the first 90 minutes, followed by $450.00 per hour thereafter) for off-hours windows, calculated from the exact moment of delay.
Schedule Compression, Trade Delays, and Accelerated Performance Surcharges: If the baseline installation schedule experiences delays driven by lagging structural trades, general site unreadiness, electrical delay drops, drywall sequencing errors, or Client administrative holdups, and the Client or General Contractor subsequently requires MetroCom to compress its standard technical implementation workflow to hit a fixed opening, a “go-live” target, or a hard regional completion date, MetroCom shall be entitled to an automatic acceleration premium. Any installation capacity required to work premium overtime shifts (including field operations executed after 5:00 PM on business days, or any hours worked on weekends or federal/state holidays) to absorb third-party schedule slippage shall be billed to the Client at an accelerated performance rate calculated at 1.5x MetroCom’s standard commercial rate structure (equating to a baseline minimum of $637.50 for the first ninety (90) minutes or part thereof, followed by $487.50 per hour thereafter, with all partial hours rounded up to the nearest thirty (30) minute increment). MetroCom reserves the right to pause active fieldwork until an Accelerated Performance Change Order capturing the projected premium hour burn is fully executed by the Client.
Project Timelines and Schedules: Any project milestones, estimated start dates, and projected completion schedules provided by MetroCom are good-faith estimates only. Time is explicitly not of the essence with respect to MetroCom’s performance. MetroCom shall not be liable for any direct, indirect, consequential, or liquidated damages arising from project delays, scheduling adjustments, or performance extensions, regardless of causation.
Comprehensive Vendor, Logistics, and Upstream Technical Disruptions: MetroCom relies on third-party manufacturers, electronic component fabricators, software developers, and specialized distributors for project hardware, system controllers, field devices, raw materials, software licensing, and cloud-hosted integration pipelines. MetroCom shall not be deemed in default of this Agreement, nor held contractually, civilly, or financially liable for any project delays, scheduling disruptions, pathway completion failures, localized downtime, or missed milestone targets resulting from factors outside its direct operational control.
These excusable factors explicitly include, but are not limited to: manufacturer hardware backorders, production line freezes, or global/regional semiconductor and material shortages; factory production allocation limits; the unexpected operational discontinuation, factory phase-out, or End-of-Life (EOL) deprecation of specified equipment lines; mass product recalls, engineering design defects, or batch component failures; manufacturer digital licensing delivery delays, software activation token holdups, or cloud-portal configuration outages; dead-on-arrival (DOA) hardware or out-of-the-box failures requiring factory Return Merchandise Authorization (RMA) testing and evaluation loops; manufacturer-enforced firmware incompatibilities, forced software updates, or API breaking changes; retroactive regulatory bans, FCC/NDAA compliance restrictions, or trade embargoes on specific hardware components or manufacturing origins; international customs holds, tariff-related cargo impounds, or port-of-entry inspections; freight carrier labor strikes, localized transport locks, or port closures; third-party distributor picking and logistics errors (including, but not limited to, the delivery of incorrect product SKUs, mismatched finishes, wrong camera lens focal lengths, or incompatible voltage tolerances); third-party shipping impacts, including freight carrier damage, mid-transit destruction, logistics terminal delays, or cargo loss; or delays and procurement errors stemming from Client-Furnished Equipment (CFE) or vendor pipelines directly managed by the Client or General Contractor.
Absolute Waiver of Liquidated Damages, Back-Charges, and Pass-Through Penalties: The Client explicitly acknowledges and agrees that under no circumstances shall MetroCom absorb, be penalized for, or be held liable to indemnify the Client or any General Contractor for upstream project liquidated damages, construction delay fines, municipal occupancy delay penalties, developer carrying costs, or third-party financial back-charges triggered by a vendor-driven material delay or shipping error. All project implementation milestones, field mobilization windows, and projected “go-live” completion dates shall be automatically extended day-for-day for the entire cumulative duration of the third-party disruption, plus an additional minimum window of seven (7) business days to accommodate MetroCom’s technician labor re-allocation and operational re-sequencing.
Exclusion of Duty to Mitigate via Unauthorized Channels: MetroCom assumes no contractual or legal obligation to mitigate upstream supply chain delays by purchasing alternative equipment brands, engineering alternative system topologies, sourcing residual inventory from unverified secondary-market brokers, or utilizing premium expedited international air-freight methods at its own expense. If the Client or General Contractor requires MetroCom to pursue such alternative mitigation pathways to preserve a rigid opening schedule, the Client must first execute an Accelerated Performance Change Order, agreeing to absorb one hundred percent (100%) of all incremental material cost variations, premium freight charges, and administrative redesign overhead, plus a twenty-five percent (25%) technical handling fee.
Manufacturer Model Revisions and Forced Engineering Adjustments: If an upstream material delay or product discontinuation forces a manufacturer to ship an updated, revised, or substituted hardware model profile to satisfy the order footprint, MetroCom shall not be liable for technical variations in device form factor, revised power requirements, or alternate programming structures. Any additional engineering hours, physical backbox alterations, specialized wire pathway modifications, or custom software scripting required to integrate the manufacturer’s substituted or updated component shall be treated as extra work and fully billable to the Client via a mandatory Change Order.
Scheduling Adjustments and Failed Visits:
Change Orders, Concealed Conditions, and Material Price Adjustments
Written Change Orders Required: All additions, deletions, or modifications to the scope of work shall be authorized exclusively via a written Change Order detailing the work, cost adjustments, and schedule impacts, signed by both parties or their authorized agents before work proceeds. Should the Client request scope changes without executing a written Change Order, MetroCom may pause related work, and the Client shall automatically reimburse MetroCom for reasonable costs incurred due to the pause, not to exceed $250.00 per instance, as agreed compensation under the governing state’s Uniform Commercial Code (UCC) provisions governing buyer-driven delays.
Field Authority and Scope Variations:MetroCom’s on-site field technicians, installers, and technical project supervisors operate strictly in an installation capacity and possess no contractual authority to modify the project scope, author or approve changes, waive contract terms, or bind MetroCom to dynamic instructions. Any verbal directive, field request, or un-scoped task issued by the Client, General Contractor, or their site personnel directly to a MetroCom field asset is non-binding. If a technician executes an unauthorized verbal instruction without an accompanying written Change Order signed by an executive officer of MetroCom, the Client acknowledges that such work is non-warranted, performed at the Client’s risk, and shall be automatically billed to the Client as extra work calculated under MetroCom’s standard commercial rate structure (a baseline minimum of $425.00 for the first ninety (90) minutes or part thereof, followed by $325.00 per hour thereafter, with all partial hours rounded up to the nearest thirty (30) minute increment), plus a standard thirty-five percent (35%) non-scoped material procurement, logistics, and handling markup.
Prohibition of Unilateral Deductive Change Orders: The Client, General Contractor, or Property Manager shall have no unilateral right to issue deductive change orders to reduce the scope of work or subtract specialized device quantities for the purpose of transferring such segments to line-voltage electricians, in-house maintenance trades, or third parties. Any reduction in project scope requires MetroCom’s explicit written consent, and MetroCom reserves the right to re-price any remaining programming, software commissioning, and layout engineering components at unbundled, standalone premium rates.
Material Price Escalation & Wholesale Surcharges: Baseline contract pricing is calculated based on manufacturer and distributor wholesale pricing structures active on the date of project proposal issuance. If performance is delayed or paused by site unreadiness for more than ninety (90) days from execution, MetroCom reserves the right to adjust pricing via a mandatory Change Order to reflect documented wholesale cost increases exceeding five percent (5%). Furthermore, if an equipment manufacturer implements an un-forecasted supply-chain surcharge between the date of proposal execution and the date of factory ordering, MetroCom reserves the right to pass through 100% of all such documented component surcharges directly to the Client at cost via an immediate Change Order before equipment releases.
Concealed Conditions: MetroCom shall not be liable for delays, additional costs, or damages arising from hidden, concealed, or unknown site conditions (e.g., hidden structural defects, latent physical wiring faults behind walls or ceilings, intermittent pre-existing infrastructure failures) not disclosed by the Client. Upon discovery, MetroCom shall notify the Client in writing, and any corrective work shall be executed via Change Order.
System Inspection, Handover, and Final Acceptance
Technical Handover Criteria: System acceptance is not contingent upon perfection of performance under conditions outside MetroCom’s control. Acceptance shall be deemed achieved upon commissioning, substantial completion (when the system is operational for its intended use under industry standards), or beneficial use by the Client, whichever occurs first.
Localized Technical Completion and Network Isolation Sign-Off:MetroCom’s performance, technical completion, and right to receive payment are independent of the status, readiness, or configurations of the Client’s corporate network, wide-area network (WAN) gateways, internet routing paths, or third-party IT/cybersecurity vendor pipelines. MetroCom’s contractual obligations are fully satisfied upon achieving “Localized Technical Completion,” established when MetroCom can demonstrate device communication, camera feeds, intercom ring-downs, or access controls functioning within a closed-loop testing network, dedicated local field monitor, or technician’s testing switch. Any subsequent IP allocation conflicts, port-forwarding blocks, structural firewall policies, or systemic enterprise configuration failures triggered by the Client’s internal IT department or network contractor are classified as billable post-warranty technical support and shall under no circumstances be used to defer, hold, or delay any progress or final contract payments.
Final Acceptance Criteria and Technical Verification: System acceptance operates independently of subjective Client satisfaction surveys, extended validation trials, rolling multi-tenant validation cycles, or custom verification protocols. The Client shall not implement trial periods, evaluation sequences, or multi-stage testing loops to defer final closeout. System functionality is established strictly through a single, objective technical verification conducted by MetroCom at commissioning. Any subsequent attempt by the Client, Co-op board, or building management to initiate recurring validation milestones to delay check processing shall constitute an immediate account default.
Beneficial Use Rule: The deployment or operational utilization of the system by the Client, building staff, tenants, or representatives for any business or operational function (including, but not limited to, recording video, monitoring spaces, issuing access fobs, or processing visitors via the intercom) shall constitute absolute and irrevocable final system acceptance. Upon the occurrence of beneficial use, all final contract milestones and balances become immediately due and payable, and the Client waives any rights to withhold funds or assert punch-list defenses.
Walkthrough and Adjustment Limits: Final system operational configuration adjustments, fine-tuning of software analytics, and on-site field-of-view directory adjustments are limited to one (1) unified walkthrough session conducted concurrently with substantial completion. Any subsequent optimization requests, field-of-view shifts, re-aiming loops, or software parameter re-programming requested after this initial walkthrough session concludes are excluded from contract scope and shall be billed as a post-warranty service event under the standard rate frameworks detailed herein.
Inspection Period and Punch-List Funding Cap: If beneficial use has not occurred, the Client shall inspect the work within three (3) business days of receiving a written or electronic notice of completion from MetroCom and provide written acceptance or a detailed, verified list of deficiencies. Failure to respond within this three-day period shall constitute final acceptance. If a system is substantially complete and functional for its baseline intended use, the Client shall not withhold or delay payment of the final balance. The Client may only withhold a maximum of 150% of the actual, verified market cost of completing remaining minor cosmetic or punch list items—not the entire final milestone balance. The remaining undisputed portion of the final twenty-five percent (25%) balance must be paid immediately to MetroCom upon substantial completion.
In the event the Client identifies legitimate installation defects or deviations from workmanship standards during the inspection period, the Client must provide MetroCom with detailed, written notice of such items. MetroCom shall have an absolute right to cure and remedy any such verified deficiencies within a reasonable window, not to exceed fourteen (14) business days of receiving the written notice, with said window automatically extended to accommodate manufacturer hardware backorders, factory RMA depot testing schedules, or distributor supply-chain transit delays. The Client shall not engage third-party contractors to remedy any alleged defects, nor declare MetroCom in default, without first providing MetroCom this contractually mandated opportunity to cure.
Training Session: One (1) basic end-user/administrative training session of up to one (1) hour is included at substantial completion. Additional, advanced, or follow-up training is billable at $325.00 per hour.
Milestone Trigger: Electronic delivery of user credentials, manuals, or a signed training acknowledgement form shall constitute final acceptance and trigger immediate payment of the final 25% contract balance. If the Client fails to attend the scheduled training or sign the acknowledgement within five (5) business days of substantial completion, the system shall be deemed accepted and final payment shall become immediately due.
Warranties, Coverage Exclusions, and Service Fees
Warranty Terms: MetroCom provides a one (1) year parts and one (1) year labor warranty from the date of physical installation. This warranty becomes effective only upon full payment of all contract amounts due. Software, mobile applications, and third-party platforms are provided strictly “as-is” without additional warranty. MetroCom shall repair defects in workmanship or provided components during standard business hours within the warranty period, provided the Client’s account is current and the issue is not excluded under this Agreement. This warranty does not auto-renew without notice, pursuant to regional automatic renewal statutory restrictions. All hardware component repairs, diagnostic validations, or replacements are executed strictly in accordance with the manufacturer’s official Return Merchandise Authorization (RMA) process and factory guidelines. MetroCom does not dictate, control, or assume liability for whether a manufacturer elects to issue a brand-new, repaired, or factory-refurbished component as a warranty replacement.
Furthermore, where a manufacturer requires bench testing, depot evaluation, or physical receipt of the defective hardware prior to shipping a replacement unit, the Client shall accommodate the manufacturer’s standard factory turnaround timelines. MetroCom assumes no liability for localized system downtime or manufacturing transit delays during an active RMA sequence. Any manufacturer hardware warranties extending beyond MetroCom’s one (1) year coverage period are passed through directly to the Client. Following expiration of MetroCom’s one-year labor warranty, any diagnostic field visits, device removal, manufacturer RMA processing, and re-installation labor performed by MetroCom regarding extended manufacturer warranties shall be fully billable to the Client under MetroCom’s standard commercial rate structure detailed herein.
Coverage Exclusions: This warranty does not apply to failures, malfunctions, or damages caused by:
Tampering Clause: Any unauthorized access, physical relocation, modification, alteration, or interference with system hardware, software, credentials, programming, firmware, or network configuration by any party other than MetroCom shall constitute tampering. Tampering shall immediately void warranty coverage for the affected systems or components and creates a rebuttable presumption that any resulting malfunction or performance issue is attributable to such unauthorized activity unless the Client demonstrates otherwise through competent technical evidence.
Emergency Service: Discretionary emergency service requested outside normal business hours is billed under MetroCom’s premium off-hours rate structure, calculated at 1.5x the standard framework: a baseline minimum of $637.50 for the first ninety (90) minutes or part thereof, followed by $487.50 per hour thereafter, with all partial hours rounded up to the nearest thirty (30) minute increment (e.g., an emergency deployment duration of 1 hour and 7 minutes is rounded and billed at the full 90-minute minimum of $637.50). Billable time begins the exact moment the technician departs their location and runs continuously until the service visit is completed at the client site.
Universal Diagnostic Fees & Unfounded Service Dispatches: If a service or warranty call is requested and a diagnostic investigation reveals no defect in MetroCom-installed equipment or workmanship (i.e., the issue stems from client user error, invalid or un-rotated credentials, firewall restrictions, lack of locked storage security, manufacturer software glitches, network outages, power issues, firewall changes, damage by other trades, structural door/frame misalignment, pre-existing code violations, landmark preservation code issues, or external third-party hardware conflicts), the Client shall pay a minimum diagnostic/trip fee of $450.00 during normal business hours or $750.00 for off-hours/emergency calls.
Authorized Dispatch Gatekeeper Provision: To preserve invoicing and diagnostic fee boundaries, MetroCom shall exclusively process and execute field dispatches requested directly by the Client’s designated, contractually authorized facility representatives. If a service team is deployed to the building perimeter at the prompting of an unauthorized external entity (including but not limited to un-cleared commercial tenants, property residents, localized maintenance staff, or general utility contractors) and the field assessment reveals an un-scoped technical condition or an unfounded problem report, the Client explicitly accepts absolute financial ownership and remains fully liable for the execution of the standard diagnostic trip fees ($450.00 standard / $750.00 emergency).
Scope Exclusions and Regulatory Labor Warranties
Exclusion of Unitemized Items: Any hardware, equipment, component, device, low-voltage cable run, containment pathway, software license, engineering drawing, or labor milestone NOT explicitly detailed as a distinct line-item on the face of the accepted written proposal is excluded from MetroCom’s scope of work. MetroCom assumes no obligation or financial liability to provide any product or service based on unpriced project elements.
Recurrent Licensing and Cloud Hosting Fees: Baseline contract pricing captures installation labor and initial material delivery only. Any ongoing cellular data pipelines, cloud-hosted platform subscriptions, software maintenance agreements (SMAs), or regional multi-tenant directory hosting fees required to keep the hardware operational are the exclusive financial responsibility of the Client and are completely excluded from MetroCom’s scope.
Labor Classification Operational Boundaries: Unless explicitly modified via a specialized written rider, project pricing is formulated strictly on a commercial, non-union labor framework executed entirely during standard operational business hours. Performance and Payment Bonds are strictly excluded from this baseline contract scope. If the Client, General Contractor, or localized lending group requires MetroCom to secure a performance, payment, or project maintenance bond, 100% of all associated underwriting premiums, brokerage fees, and administrative processing overhead costs shall be borne entirely by the Client via an upfront Change Order before project mobilization.
Commercial Project Status and Prevailing Wage Warranty: The Client explicitly represents, covenants, and warrants that this project footprint is not classified as a public work, does not receive municipal public capital financing, and is not bound by any regulatory tax abatement, structural zoning incentive, or localized public housing initiative that mandates prevailing wage labor structures under regional labor statutes. The Client accepts exclusive financial liability for the structural accuracy of this designation. Should a regulatory body, labor department, or compliance audit subsequent to contract execution determine that prevailing wage metrics apply to MetroCom’s field operations on this site, the Client shall fully indemnify, defend, and hold MetroCom harmless against any resulting back-wage assessments, statutory penalties, interest fees, and legal administrative costs. Furthermore, the Client shall immediately execute an automatic Change Order updating the contract value to recover 100% of the active labor rate differential plus a twenty-five percent (25%) administrative overhead fee before fieldwork continues.
Explicit Exclusions List: Unless explicitly listed as a line-item on the written proposal, the following items are excluded from this Agreement:
Payment Schedule and Tax Status
Payment Schedule Matrix: The Total Installation Services Cost shall be paid strictly as follows:
Tax Status and Remittance: Listed contract prices exclude sales tax. The Client must provide valid tax-exempt or capital improvement documentation (including, but not limited to, New York Form ST-124 or New Jersey Form ST-8, where applicable) within three (3) days of contract signing; otherwise, MetroCom shall charge, collect, and remit applicable state and local sales tax in accordance with prevailing statutory tax codes. Pursuant to governing state tax guidelines, MetroCom is not obligated to audit, investigate, or validate complex exemption claims; clients may seek post-remittance refunds directly from the appropriate state department of taxation and finance.
Pre-Existing Conditions, Door Integrity, and Post-Departure Boundaries
As-Is Infrastructure Acceptance: MetroCom may inspect existing cabling and infrastructure for standard integration compatibility. However, MetroCom does not guarantee the condition, structural compliance, or long-term operational reliability of pre-existing paths or lines. All pre-existing systems are utilized strictly on an “as-is, where-is” basis.
Pre-Existing Code Non-Compliance & Integration Disclaimer: MetroCom does not inspect, audit, or certify pre-existing wiring, cabling, conduit, electric locks, or access components installed by others for compliance with national electrical codes, regional construction guidelines, local fire regularities, or historical district aesthetic mandates. If MetroCom reuses existing infrastructure or integrates its low-voltage equipment into hardware installed by others, the Client assumes exclusive liability for any underlying code variations, latent infrastructure defects, or regulatory non-compliance. MetroCom shall have zero liability for municipal fines, building violations, landmark alteration penalties, or system shutdowns resulting from pre-existing elements. Any system instability, data drops, short circuits, or performance failures caused by non-compliant or defective third-party components are excluded from MetroCom’s warranty and liability.
Structural and Mechanical Door/Gate Integrity:MetroCom’s installation of electronic strikes, magnetic locks, motorized latch-retraction exit devices, door contacts, or positioning sensors is strictly contingent upon the Client providing doors, frames, gates, hinge assemblies, and door closers that are structurally sound, square, plumb, and mechanically operational. MetroCom is a low-voltage systems integrator and assumes no responsibility for inspecting, discovering, or diagnosing underlying structural defects, warped frames, sagging or worn hinges, building settling, environmental/seasonal expansion, or failing hydraulic door closers.
Alignment Disclaimer: Any subsequent system malfunction, failure to lock, failure to latch, physical binding, or false alarms arising from the physical shifting, warping, or mechanical failure of third-party door or gate hardware is completely excluded from MetroCom’s liability and warranty, and any subsequent troubleshooting dispatches shall be fully billable.
Post-Departure System Demarcation: MetroCom shall not be liable for the performance degradation, failure, or connectivity drop of any pre-existing, third-party, or client-owned enterprise networks that occur following MetroCom’s operational departure from the job site. The Client acknowledges that modern low-voltage networks are highly integrated, and a failure in an external pre-existing system (e.g., an unmanaged router, a legacy sub-panel, or an independent access loop) is not inherently caused by MetroCom’s localized installation. Any service call requested by the Client to investigate a failure in a pre-existing system after MetroCom has completed its fieldwork shall be treated as a fully billable service event, subject to standard flat investigative rates, regardless of the Client’s claims of causation, unless objective technical logs conclusively establish direct physical damage by MetroCom.
Remediation Logistics: Existing wire infrastructure will be tested for compatibility. If existing infrastructure, cabling, or mechanical door assemblies are found to be unsuitable for manufacturer-compliant operation, or fail baseline compatibility guidelines, remediation, replacement, or structural alignment costs shall be approved and paid for by the Client as a change in scope before work continues. Any subsequent service dispatches required to troubleshoot or adjust low-voltage hardware due to structural door movement or pre-existing code variations shall be fully billable under the standard rate terms of this Agreement.
Suspension for Non-Approval: Failure by the Client to approve required infrastructure or structural door remediation may result in the immediate suspension or termination of work, with all costs incurred up to that date plus applicable cancellation fees payable by the Client.
Equipment Title, Risk of Loss, and Secure Custody
Retention of Title: MetroCom retains sole title and ownership of all equipment, materials, devices, and goods until the Total Installation Services Cost is received in full. Until such full payment is recorded, the Client has no legal ownership or property interest in the installed or uninstalled equipment. Upon account default or non-payment, MetroCom may lawfully reclaim, physically remove, or digitally restrict the equipment without breach of the peace.
Contractual Transfer of Risk of Loss: Pursuant to the applicable state’s Uniform Commercial Code (UCC) statutory boundaries governing risk allocation, the parties explicitly agree to alter default statutory baselines: risk of loss, theft, vandalism, destruction, or physical damage for all equipment and components shall pass completely and unconditionally to the Client immediately upon physical delivery of the materials to the project site or building perimeter. This transfer of risk operates completely independent of whether installation has been initiated, performed, or accepted.
On-Site Staging and Secure Storage Requirements: Immediately upon material delivery, the Client assumes custodial responsibility for all equipment. To ensure protection from construction site hazards, the Client shall provide a separate, dedicated, structurally safe, clean, and environmentally stable storage room on-site. This footprint must feature a single, designated access door equipped with a secure physical key lock or electronic access lock, with the matching physical keys or administrative access codes turned over directly and exclusively to MetroCom’s installation team. No other personnel or contractors shall be allowed entry into this staging area.
Compulsory Theft and Damage Replacement Protocols: If any hardware, containment routing, wiring networks, or technical apparatus are lost, stolen, physically displaced, or degraded by environmental exposure or the intervention of separate trades while staged on the project footprint prior to final acceptance, the Client remains strictly liable for the baseline contract balance. The Client shall immediately reimburse MetroCom for all material replacement costs, expedited freight expenses, and associated procurement overhead required to deliver duplicate components. Such restorative action shall be authorized instantly via a mandatory Change Order before field operations resume.
Network Infrastructure, Cybersecurity, and Data Retention Disclaimers
Cloud Tenant Account Sequences: Configuration parameters, cloud tenant databases, root architecture logs, and system master administrative credentials shall remain under the password-secured custody of MetroCom during deployment. The Client shall only be provisioned restricted “User Profile” permissions during the verification phase. Full administrative rights, master root dashboard links, recovery email profiles, and primary passwords shall be sequentially transferred to the Client ONLY after the final twenty-five percent (25%) payment milestone has cleared into MetroCom’s operating account. Any unauthorized access, manufacturer password override, or administrative account modification by the Client or their IT vendor prior to verified contract balance zero-out shall constitute a material default, voiding warranties and triggering remote operational suspension remedies.
Manufacturer Software and Firmware Limitations: All firmware applications, local software operating systems, mobile applications, and manufacturer cloud-hosted portals installed or utilized in connection with the equipment are designed, programmed, and maintained exclusively by their respective third-party manufacturers. MetroCom does not author software code, engineer system firmware, or host platform database servers, and provides all such software components strictly “as-is” without any express or implied integration warranty. MetroCom is explicitly not liable for manufacturer software bugs, zero-day digital exploits, platform crashes, firmware corruption errors, manufacturer system backdoors, cloud-server outages, unpatched code vulnerabilities, or software system failures. The Client’s sole and exclusive recourse for software or firmware malfunctions resides directly with the product manufacturer under the terms of the manufacturer’s End User License Agreement (EULA).
Operating System Compatibility Adjustments: MetroCom exercises zero control over, and assumes no liability for, updates, pathing changes, or modifications to smartphone operating systems (e.g., Apple iOS, Android), third-party application stores, or manufacturer system configurations. Any system failure, connectivity loss, or app integration breakdown resulting from software or operating system changes implemented by external providers or entities after system acceptance is strictly excluded from MetroCom’s responsibility and shall be fully billable as a service call.
Credential Security and Data Responsibility: The Client assumes absolute responsibility for network security architecture, user privilege mapping, and immediate system password rotation post-installation. To the maximum extent permitted by law under applicable state data privacy and security statutes, the Client acknowledges that maintaining security credentials on file carries inherent access risks, elects to assume such risk, and releases, waives, and holds MetroCom harmless from any liability, structural claims, statutory data-leak penalties, or civil damages arising from the unauthorized access, accidental exposure, data breach, or compromising of credentials held in MetroCom’s company files. The Client is required to implement an independent, secure credential vault and completely cycle and rewrite all system master and ADMIN passwords immediately following project handover.
Termination Framework and Client Cancellation Tiers
Termination Framework and Client Cancellation Tiers: Should the Client elect to cancel, terminate, or indefinitely pause this Agreement for any reason prior to substantial completion, project liability and cost structures shall be calculated strictly pursuant to the following sequential tiers:
In all cases, collected sales tax will be refunded to the Client only upon MetroCom’s actual receipt of the corresponding tax refund from the state taxing authority. MetroCom is explicitly authorized to apply and retain the 50% Initial Deposit against any balances owed under these provisions. Legal title to any fully paid special components shall transfer to the Client on a strict “as-is, where-is” basis only after all outstanding cancellation invoices are settled and cleared.
Termination Framework by MetroCom: MetroCom may, at its sole and absolute discretion and for any or no reason, terminate this Agreement at any time upon written notice to Client. Upon such termination for convenience, a final accounting of the project shall be conducted: the Client shall be liable to MetroCom for all labor hours executed up to the date of termination (calculated under MetroCom’s standard hourly rate structure detailed herein), plus one hundred percent (100%) of the cost of all materials, hardware, and equipment ordered, allocated, or staged, inclusive of standard procurement markups, un-cancelable special orders, and any manufacturer restocking fees.
If the total advanced deposits previously paid by the Client exceed these accumulated contract costs, MetroCom shall refund the remaining unearned balance to the Client within thirty (30) business days of termination. Conversely, if total costs incurred exceed advanced deposits, the Client shall immediately pay the outstanding balance to MetroCom. In all cases, any New York State sales tax previously collected and remitted by MetroCom shall be refunded to the Client only upon, and strictly to the extent of, MetroCom’s actual receipt of the corresponding tax refund from the State of New York, and MetroCom shall have no further obligation to perform or liability to the Client. This termination right thrives independently and survives performance commencement.
Client Insolvency or Bankruptcy: In the event of Client insolvency, bankruptcy, or assignment for the benefit of creditors, MetroCom may, at its sole discretion and upon written notice: (a) suspend performance until payment assurances satisfactory to MetroCom are provided under applicable provisions of the governing Uniform Commercial Code; (b) demand immediate payment of all outstanding amounts; or (c) terminate this Agreement, retaining all rights to reclaim equipment and recover costs incurred. The Client shall notify MetroCom in writing within five (5) business days of any such event, and failure to do so shall constitute a material breach.
Default Surcharges, Financial Guarantees, and Remedies
Third-Party Financing, Bank Funding Delays, and Carrying Premiums: Payment to MetroCom is an absolute corporate obligation and is strictly non-contingent upon the Client’s internal milestones, mortgage draws, private equity funding, title clearances, construction loan releases, or any third-party capital funding mechanisms. The Client’s invocation of a bank funding delay, lender inspection hurdle, or financing hold-up to defer a mature payment shall constitute an immediate contractual default on the first business day following invoice maturity. Upon such default, the Client acknowledges that any balance delayed by third-party financing constraints shall bypass standard contractual grace windows and automatically accrue a Late Financing Carrying Premium calculated at 1.5% per month (18% per annum), compounded daily, alongside a flat administrative funding management fee of $450.00 per month or part thereof until the account is settled in full. MetroCom explicitly retains its statutory right to file a mechanic’s lien or construction lien at any time during this delay window, and the filing of such a lien shall neither suspend nor waive the continuous daily compounding of these premium financing charges.
Programming Configuration Database Retention: All localized programming databases, dynamic system maps, access control user directories, and technical system configurations compiled by MetroCom remain the property of MetroCom. Under no circumstances will configuration backup files, programming databases, or system maps be turned over to the Client or any third-party vendor until the account balance is fully zeroed out.
Lien Waiver Conditions and Progress Releases: Any lien waiver, construction release, progress certificate, or statutory waiver instrument presented to MetroCom by the Client, General Contractor, or Title Insurer as a precondition for check release shall be limited in its legal operation to the specific cash value actually cleared into MetroCom’s banking reserves. Under no circumstances shall MetroCom’s signature on a progress billing or partial lien waiver operate to extinguish, waive, compromise, or release any active claims for unapproved Change Orders, dynamic trade delays, unbilled technician standby charges, accrued financing premiums, administrative fees, or pocket adjustments. Any blanket or global release language embedded within the Client’s or GC’s proprietary waiver templates purporting to retroactively erase outstanding scope adjustments or pending adjustments is explicitly rejected, considered non-binding, and void as a matter of express contractual intent.
Prohibition of Retainage and Contingent Payment Terms: Payment to MetroCom is strictly independent and non-contingent upon the Client receiving payment or funding from any third party, financial institution, general contractor, or building owner. Any “pay-when-paid” or “pay-if-paid” defense is knowingly waived by the Client. Furthermore, no retainage, back-charge, or withholding shall be deducted from any milestone payment or from the final balance due under this Agreement. Client shall not back-charge, set-off, or withhold payment for claims arising from the work of others or conditions outside MetroCom’s control.
Administrative Timelines and Funding Releases: The Client shall not delay, withhold, defer, or stretch payment milestones due to internal corporate processing timelines, management board voting sequences, general contractor funding release delays, or complex institutional check-cutting routing loops. Any attempt to introduce secondary corporate administrative validation cycles to delay payment release is prohibited and shall constitute a material breach, authorizing the immediate deployment of MetroCom’s collection remedies under this section.
Late Payment Interest: Accounts remaining unpaid thirty (30) days after invoicing shall automatically incur a 1.5% monthly service charge (18% per annum), in compliance with governing regional commercial lending statutes. If unpaid after 90 days, the Client shall pay collection costs, including reasonable attorney’s fees, pursuant to local civil practice rules. MetroCom may suspend services for non-payment after 7 days’ notice and recover reasonable costs incurred due to the suspension, not to exceed $250.00 per instance, as agreed liquidated administrative overhead.
Security Interest & Remote Suspension Rights: MetroCom retains a purchase money security interest in all installed equipment pursuant to Article 9 of the applicable Uniform Commercial Code (UCC). The Client hereby authorizes MetroCom to file a UCC-1 financing statement to perfect this security interest. Pursuant to MetroCom’s statutory rights upon default, the Client acknowledges and agrees that in the event of non-payment or account default, MetroCom reserves the right to use electronic, digital, or remote means to suspend or restrict system software, licensing, cloud hosting, firmware updates, and operational programming.
MetroCom may exercise this digital remedy upon seventy-two (72) hours’ electronic notice to the Client, and MetroCom shall bear no liability for any resulting security gaps, data gaps, or operational interruptions caused directly by the Client’s non-payment or account default until the balance is paid in full. Provided, however, that remote digital suspension shall not be executed if or to the extent it directly compromises immediate, localized life-safety infrastructure (including, but not limited to, active fire alarm control panel dry contact relays or mandatory building code life-safety egress pathways).
Statutory Lien Rights: In the event of non-payment, MetroCom expressly reserves its statutory right to file a mechanic’s lien, construction lien, or equivalent real property encumbrance against the property where services are performed, pursuant to the explicit statutory lien framework of the State where the project real estate is physically located. MetroCom shall comply with all local notice and filing deadlines mandated by the localized property jurisdiction, and may pursue judicial foreclosure of the lien if payment remains outstanding after statutory timelines lapse.
Technician Non-Solicitation & Liquidated Damages: The Client acknowledges MetroCom invests substantial proprietary capital and training resources into its technical personnel. The Client, General Contractor, Property Manager, or their corporate affiliates shall not, directly or indirectly, solicit, recruit, hire, or engage as an independent contractor any employee or field technician of MetroCom during the performance of this project and for a period of two (2) years following final system handover. In the event of a breach of this non-solicitation covenant, the Client accepts full joint and several liability and shall immediately pay MetroCom flat liquidated damages of $50,000.00 per individual hired, agreed as a reasonable minimum forecast to cover specialized recruitment and corporate operational disruption.
Intellectual Property and Proprietary Rights
Intellectual Property and Proprietary Rights: All system designs, layouts, schematics, wiring diagrams, software configurations, technical specifications, and proprietary installation methods developed or provided by MetroCom (collectively, “MetroCom IP”) remain the exclusive intellectual property of MetroCom. The Client shall not copy, replicate, distribute, or exploit MetroCom IP for any purpose—including modifying or maintaining systems through third parties—without MetroCom’s prior written consent. Any unauthorized use constitutes a material breach, entitling MetroCom to: seek immediate localized injunctive relief; recover actual damages, or a reasonable commercial licensing fee reflective of the market value of MetroCom’s intellectual property; reclaim materials and equipment via statutory UCC enforcement routes; and pursue reasonable attorney’s fees and operational costs.
Liability Limits and Risk Allocation
Limitation of Liability & Allocation of Risk: In recognition of the relative risks and benefits of this project, the Client agrees that MetroCom’s total cumulative liability for any and all claims arising out of or relating to this Agreement—whether sounding in contract, tort (including negligence), warranty, statute, strict liability, or otherwise—shall be capped at and shall not exceed the total dollar amount actually paid by the Client to MetroCom under this Agreement. This limitation applies to the fullest extent permitted under governing law and excludes cases of proven gross negligence or willful misconduct.
Not an Insurer Clause & Security Disclaimers: The Client acknowledges that MetroCom is not an insurer, and that insurance covering physical loss, property damage, data security breaches, burglary, theft, vandalism, fire, or liability on the premises shall be maintained solely by the Client. MetroCom makes no representation that the systems will completely prevent break-ins, hacking events, ransomware encryption, server data breaches, robberies, burglary, theft, vandalism, or separate criminal acts. MetroCom shall have zero liability for personal injury, death, property damage, network downtime, or economic loss arising from system bypasses, camera blind spots, resolution limits, or configuration constraints.
Consequential Damages Waiver: In no event shall MetroCom be liable for any consequential, incidental, indirect, special, exemplary, or punitive damages, or any loss of profits, revenue, data, recordings, custom programming, configurations, business opportunities, or operational downtime, regardless of the legal theory asserted, even if advised of the possibility of such damages.
Force Majeure: MetroCom shall not be liable for delays due to acts of God, labor disputes, or events beyond its reasonable control. The Client remains liable for costs incurred prior to such events.
Insurance Requirements: The Client shall maintain a commercial general liability insurance policy covering the project site during MetroCom’s performance, naming MetroCom as an additional insured, with limits of at least $1,000,000 per occurrence. The Client, on behalf of itself and its insurance carrier, hereby explicitly and knowingly waives any and all rights of subrogation against MetroCom, its agents, employees, and sub-contractors for losses, claims, or damages occurring on the project site. MetroCom shall maintain standard business insurance but shall not be liable for losses exceeding its policy limits or escaping the Client’s required coverage.
Dispute Resolution and Litigation Posture
Mandatory Mediation: Any dispute, claim, or controversy arising under or relating to this Agreement shall first be submitted to mandatory mediation in Kings County, New York, before a mutually agreed mediator. Mediation costs shall be shared equally. If mediation fails to resolve the dispute within thirty (30) days, either party may pursue formal litigation.
Governing Law & Exclusive Venue: This Agreement shall be governed exclusively by the laws of the State of New York. Except where strictly prohibited by out-of-state regional construction public policy statutes governing localized improvements to real property, legal proceedings must be brought solely and exclusively in the courts of Kings County, New York.
Technical Evidentiary Burden: In the event of a dispute regarding system performance, failure, or alleged defects, causation shall be determined strictly based on objective technical data (e.g., system logs, device diagnostics, configuration history, network logs, access credentials, firmware history). The Client bears the initial burden of establishing a prima facie showing that an alleged failure was directly caused by MetroCom-installed hardware or MetroCom workmanship under normal operating conditions. Speculation, hearsay, or mere assertions of downtime are insufficient to shift the evidentiary burden.
Contractual Shortening of Limitation of Actions: To the maximum extent permitted by law, any legal action, arbitration, or claim arising out of or relating to MetroCom’s performance under this Agreement must be commenced strictly within one (1) year from the date of substantial completion or the occurrence of beneficial use. The Client explicitly waives any statutory multi-year windows to bring claims against MetroCom after this one-year period expires.
Presumption of Integrity: In the absence of contemporaneous technical data to the contrary, systems are presumed to have functioned as installed at the time of commissioning. Post-installation network changes, power outages, client modifications, or third-party interactions are presumed to be intervening causes unless affirmatively disproved by the Client through competent technical forensics.
Prevailing Party Fees: In any dispute requiring technical or legal evaluation, the prevailing party shall be entitled to recover all reasonable costs incurred, including pre-litigation forensic analysis, system diagnostics, expert witness fees, court costs, and reasonable attorney’s fees.
Miscellaneous Administrative Provisions
Entire Agreement & Purchase Order Integration: This Agreement constitutes the final, complete, and exclusive expression of the agreement between the parties and supersedes all prior or contemporaneous agreements, understandings, contracts, proposals, communications, or representations, whether written or oral, relating to the subject matter herein. The terms, conditions, and protective disclaimers contained within this Agreement shall take precedence over any secondary terms, conditions, purchase orders, sub-contract agreements, or master project instructions issued by the Client, General Contractor, or Owner.
Under no circumstances shall MetroCom’s signature on, digital acceptance of, or operational performance under a Client-issued Purchase Order or contractor billing portal modify, waive, override, or supersede the terms, fees, and protections herein. Client assumptions regarding unlisted drawings or unpriced labor loops are non-binding.
Execution of Official Written Notice: Whenever written or electronic notice is required by this Agreement to trigger a default, scheduling change, or milestone clock, such notice must be delivered via certified physical mail or verified corporate email to the principal officers designated in the execution block herein. Casual text messaging, verbal field mentions, or electronic correspondence sent to field installation technicians or generic company info portals shall not constitute valid contractual notice under this Agreement.
Online Review Integrity: In compliance with the federal Consumer Review Fairness Act (CRFA), the Client retains the right to publish honest, truthful opinions regarding provided services. However, the Client, Property Manager, or their corporate agents are prohibited from utilizing the threat of negative online reviews, social media posts, or public digital commentary to leverage or coerce financial concessions, arbitrary discounts, or unpriced scope adjustments from MetroCom. Furthermore, the publication of demonstrably false statements of fact or unsubstantiated libelous assertions regarding MetroCom’s workmanship, ethics, or business conduct constitutes actionable Trade Libel and Defamation per se.
Should the Client publish false, defamatory, or libelous digital material, the Client accepts liability for all resulting economic injury, loss of commercial goodwill, and shall completely reimburse MetroCom for all tracking fees, online removal costs, and reasonable attorney’s fees incurred to litigate the defamation or secure an emergency removal injunction under this Agreement.
Prohibition of Unilateral Back-Charges and Administrative Fines: MetroCom explicitly rejects the validity of unilateral administrative fines, generalized safety back-charges, safety meeting non-attendance fees, or automatic housekeeping deductions subtracted from project invoicing. MetroCom technicians shall maintain a clean, localized workspace. Any assertion of on-site structural damage or cleanup default must be submitted to MetroCom in writing with timestamped photographic or video proof within twenty-four (24) hours of the alleged occurrence. Failure to provide such written notice and proof within this twenty-four (24) hour window constitutes an absolute waiver of the back-charge claim, and the full contract amount remains due without deduction.
Assignment and Collection Delegation: MetroCom may assign its rights to collect payment or enforce this Agreement to a third party, including a collection agency or financial assignee, without notice to the Client. Such assignment shall not relieve the Client of its payment obligations, and any assignee shall be entitled to enforce MetroCom’s rights under this Agreement as if it were MetroCom.
Severability: If any provision is found invalid, illegal, or unenforceable under applicable law, the remaining provisions shall remain in full force and effect, and such provision shall be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original.
Counterparts & Electronic Delivery: This Agreement may be executed in counterparts and delivered electronically, pursuant to standard structural provisions regulating electronic signatures and transactional recording frameworks.
No Waiver: Failure by MetroCom to enforce any provision herein shall not constitute a waiver of that or any other provision. All waivers must be executed explicitly in writing by MetroCom to be effective.
Modifications: Any changes to this Agreement must be made strictly in writing and signed by both parties. No oral modifications or unilateral changes will be binding.
Confidentiality: Both parties shall keep confidential all non-public information disclosed during the course of this Agreement, using it solely for the purpose of executing this project, except as required by law.
Client Authority: The Client represents that it has full legal authority to enter into this Agreement and provide MetroCom authorized access to the site, free of legal impediments.
Proposal Withdrawal: MetroCom reserves the right to withdraw or cancel this proposal at any time prior to formal Client acceptance and payment, consistent with freedom of contract rules.
Survival: All provisions regarding payment, late fees, collections, remote suspension, waivers of subrogation, non-solicitation technician recruitment fees, software sequence guards, defamation liabilities, warranties (to the extent obligations remain), intellectual property, limitations of liability, data breach exclusions, component surcharges, price-lock rules, survival, and dispute resolution posture shall survive the expiration, completion, or termination of this Agreement.
Successors and Assigns: This Agreement shall be binding upon and inure to the benefit of the parties and their respective corporate successors, legal assigns, subsequent owners of the premises, estates, heirs, and personal representatives.
End of Standard Terms & Conditions
Corporate Identity & Direct Contact: These terms are maintained and published exclusively by MetroCom, Inc. d/b/a MetroCom Security. For inquiries regarding specific project proposals, custom contract riders, or active installation schedules, please contact your designated MetroCom project supervisor directly or email: support@metrocom.us.
MetroCom recommends that all Clients print or save a copy of this version (Rev. 2026-05) at the time of proposal execution for their corporate compliance files.