Terms and Conditions

Last Updated: 09/13/2026

These term and conditions relate to and govern the agreement between Digital Provisions and you, the Customer, regarding the installation of monitoring systems at your residence, institution or place of business and any services related to the installation or monitoring of the system by Digital Provisions. Digital Provisions reserves the right to adjust the prices set forth in this Agreement in the event of any increase in the cost of parts, materials, components or other inputs directly resulting from the imposition of, or increase in, tariffs, duties, or other governmental levies imposed after the Date of Acceptance. Any such price adjustment shall be reasonable proportionate to the increased cost incurred by Digital Provisions and shall be communicated to the Customer in writing with reasonable supporting documentation.

CHANGES TO THE TERMS: We may periodically make changes to these Terms and Conditions, at our sole discretion. When we do, we will update the “Last Updated” date above. It is your responsibility to review the most recent version of these Terms and Conditions and remain informed of any changes. You agree that your continued use of service after the effective date of any changes will constitute your acceptance of the changed Terms and Conditions for your continued use.

SERVICE GOVERNANCE ADDENDUM: Customers are required as part of the purchase of equipment and/or services are required to review and sign the Service Governance Addendum (“Addendum”) should Customers agree to a service agreement. The Addendum is incorporated herein and the execution of the Addendum is a condition to the sale of equipment or services. In the event of any inconsistencies between these Terms and Conditions and the Addendum, these Terms and Conditions shall control.

CONTROL: Customer is responsible for the overall control, operation, and maintenance of Customer’s premises and system. The monitoring system and any related services do not constitute control of the system or of Customer’s premises, and Digital Provisions does not assume any responsibility to supervise, operate, or manage either. The system requires routine review, testing, and maintenance by Customer. No monitoring system is infallible, and Customer shall check the system’s performance regularly and promptly notify Digital Provisions of any deficiency.

SHIPPING AND HANDLING: Normal S&H costs will be covered under this agreement. Expedited shipping may be requested and will result in additional charges to the end user.

RISK OF LOSS: Customer assumes all risk of loss to material once delivered to the job site. Digital Provisions shall not be liable for any damage or loss sustained by the customer as a result of delays in delivery, acts of God, war, strikes, or any other causes beyond its control, including Digital Provisions’ negligence or failure to perform any obligation.

EXCLUSIONS: Lightning Damage, Vandalism, Misuse of Equipment, Tampering, Negligence, Fire, Spills, Exposure to weather (if not designed for), Acts of God, Acts of War, Riots, embargoes or terrorism. Customer requested changes, moves, or additions to the system are not covered, nor is credential management.

ALTERATIONS TO PREMISES: Digital Provisions shall perform the installation with reasonable skill and care. Digital Provisions shall not be liable for ordinary wear and tear or cosmetic effects reasonably necessary to perform the installation. Digital Provisions shall only be responsible for direct physical damage to the premises caused by its gross negligence or willful misconduct, and any such liability shall remain subject to the limitation of liability provisions set forth in these Terms and Conditions and any agreement.

TESTING AND MAINTENANCE OF SYSTEMS: Repairs due to causes outside normal wear and tear, such as electrical surges or tampering, are the customer’s responsibility. Service, if provided, is governed by other sections of these Terms and Conditions.

INDEMNITY / WAIVER OF SUBROGATION: Customer agrees to and shall indemnify and hold harmless Digital Provisions, its employees, agents, and subcontractors, from and against all claims, lawsuits, including those brought by third parties or Customer, including reasonable attorneys’ fees, and losses asserted against and alleged to be caused by Digital Provisions’ performance, negligent performance, or failure to perform its obligations under this agreement. Parties agree that there are no third-party beneficiaries of this contract, and the Customer’s insurance carrier waives any right of subrogation against Digital Provisions.

NO WARRANTIES OR REPRESENTATIONS: BUYER’S EXCLUSIVE REMEDY: Digital Provisions does not represent nor warrant that the monitoring system or service, if any, will prevent any loss, damage, or injury to persons or property, by reason of burglary, theft, hold-up, fire, or other cause, or that the system will in all cases provide the protection or service for which it is installed or intended. Customer acknowledges that Digital Provisions is not an insurer, and that Customer assumes all risk for loss or damage to Customer’s premises or its contents. Digital Provisions has made no representations or warranties and hereby disclaims any warranty of merchantability or fitness for any particular use. Customer’s exclusive remedy for Digital Provisions’ default hereunder is to require Digital Provisions to repair or replace, at Digital Provisions’ option, any equipment or part of the system or service which is non-operational.

EXCULPATORY CLAUSE: Customer agrees that Digital Provisions is not an insurer, and no insurance coverage is offered herein. The equipment is designed to reduce certain risks of loss, though Digital Provisions does not guarantee that no loss will occur. Digital Provisions is not assuming liability, and, therefore, shall not be liable to Buyer for any loss, personal injury, or property damage sustained by Customer as a result of burglary, theft, hold-up, fire, equipment failure, smoke, or any other cause, whatsoever, regardless of whether or not such loss or damage was caused by or contributed to by Digital Provisions’ negligent performance, failure to perform any obligation, or strict products liability. Customer releases Digital Provisions from any claims for contribution, indemnity, or subrogation.

LIMITATION OF LIABILITY: Customer agrees that should there arise any liability on the part of Digital Provisions as a result of its negligent performance to any degree, failure to perform any of its obligations, equipment failure, or strict products liability, Digital Provisions’ liability shall be limited to the sum of three times the monthly payment at the time liability is fixed or the sum of $250.00, whichever is greater. If Customer wishes to increase Digital Provisions’ maximum amount of liability, Customer may, as a matter of right, at any time, by entering into a supplemental contract, obtain a higher limit by paying an annual payment consonant with the increased liability. This shall not be construed as insurance coverage.

INVOICING AND REQUIRED DOCUMENTATION (Public Sector Entities): For contracts with a New York school district or BOCES, an invoice is proper, and a requisition is approvable, only when it states the applicable purchase order or contract number and the description, quantity, and price of the goods delivered or services rendered, and is accompanied by all supporting documentation required under the contract, including certified payroll records filed in accordance with Labor Law § 220 and § 220-a where applicable and any required project sign-in, delivery, inspection, or acceptance records. An invoice or requisition that omits required documentation is not approvable and does not start any payment period until the missing documentation is received. Digital Provisions will submit each invoice and required documentation to the billing office or electronic portal Customer designates. Receipt occurs upon delivery to that office or portal and, where a portal is used, upon the portal’s confirmation of submission — emailing an invoice does not by itself establish receipt. Customer will notify Digital Provisions of any defect in an invoice or missing documentation within 15 days of receipt, identifying the specific deficiency, and Digital Provisions will be given a reasonable opportunity to cure, after which the corrected submission is treated as received.

PAYMENT PERIOD AND STATUTORY INTEREST (Public Sector Entities): For contracts for the construction, reconstruction, or alteration of a public work, Customer will pay each approvable requisition for payment within thirty (30) days, excluding legal holidays, after receipt, or within forty-five (45) days where the exception under General Municipal Law § 106-b applies. Nothing in this Agreement shortens, lengthens, or waives any statutory payment period or interest right, and a legend on an invoice, including “due upon receipt,” does not modify the applicable payment period. Where General Municipal Law § 106-b applies, Customer will pay interest on amounts not paid by the required payment date, beginning the day after that date through the date of payment, at the overpayment rate set under Tax Law § 1096(e). This interest is statutory interest, not a contractual late fee, finance charge, or service charge. Customer will timely pay all undisputed amounts and may withhold only amounts genuinely in dispute or subject to a lien, attachment, or other legal process.

PAYMENT DISPUTES: In the event Customer disputes any invoiced amount(s), Customer will notify Digital Provisions of the disputed amount(s) within 14 days of invoice receipt, and submit payment for all undisputed amounts in accordance with the Acceptance page of this document. Upon Customer’s notification of Digital Provisions, the Payment Period shall be suspended until Digital Provisions and Customer mutually agree to a resolution of such dispute, at which time Customer shall make payment of such amounts within the greater of: (i) the remainder of the Payment Period or (ii) thirty (30) days from the date of such resolution.

PRESERVATION OF STATUTORY RIGHTS: These Terms and Conditions and any agreement preserve all statutory rights and remedies of the parties, including any rights under General Municipal Law § 106-b, the Lien Law, and any applicable payment bond. No provision of these Terms and Conditions and any agreement impose any interest, late fee, finance charge, or service charge upon Customer except to the extent authorized by law, and no release, closeout certification, or final-payment endorsement waives accrued statutory interest unless it expressly says so.

LEGAL ACTION: In the event Digital Provisions refers these Terms and Conditions and any agreement with Customer to an attorney, to recover any amounts owed by Customer to Digital Provisions, the parties agree that the amount to be recovered, and any judgment to be entered, shall include interest at the rate of 1.5% per month from the date payment is due and Customer shall pay Digital Provisions’ legal fees. In any action commenced by Digital Provisions against Customer, Customer shall not be permitted to interpose any counterclaim.

FULL AGREEMENT/ CONFLICTING DOCUMENTS. These Terms and Conditions constitute the full understanding of the parties and may not be amended or modified or canceled except in writing signed by both parties. Should any conflict arise between these Terms and Conditions and any agreement, including the Customer’s purchase order or other document, these terms and conditions shall govern, regardless of whether such purchase order or document is dated prior to or subsequent to the dated of these terms and conditions.

MISCELLANEOUS PROVISIONS.

Governing Law. These Terms and Conditions and all disputes or claims arising out of or in connection with them and any agreement will be governed by the laws of the State of New York.

Assignment. Customer may not assign, delegate, or transfer these Terms and Conditions and any agreement between the parties, in whole or in part, whether by operation of law, change of control, merger, asset sale, or otherwise, without Digital Provisions’ prior consent. Any attempted assignment, delegation, or transfer in violation of this Section is void and of no effect. Digital Provisions may assign, delegate, or transfer these Terms and Conditions and any agreement, in whole or in part, without Customer’s consent, including to any affiliate or in connection with any merger, acquisition, reorganization, or sale of all or substantially all of Digital Provisions’ assets or business to which these Terms and Conditions and any agreement relate.

Waiver. No failure or delay by either party in exercising any right, power, or remedy under these Terms and Conditions and any agreement will operate as a waiver thereof, nor will any single or partial exercise of any such right, power, or remedy preclude any other or further exercise or the exercise of any other right, power, or remedy.

Severability. If any provision of these Terms and Conditions and any agreement is held to be invalid, illegal, or unenforceable in any jurisdiction, such provision will be enforced to the maximum extent permissible, and the remaining provisions of these Terms and Conditions and any agreement will remain in full force and effect. Any such invalidity, illegality, or unenforceability will not affect the validity, legality, or enforceability of any other provision of these Terms and Conditions and any agreement or in any other jurisdiction.

Force Majeure. Digital Provisions will not be liable for any delay or failure to perform its obligations under these Terms and Conditions and any agreement to the extent that such delay or failure results from events, circumstances, or causes beyond its reasonable control, including, without limitation, acts of God, natural disasters, war, terrorism, civil unrest, labor disputes, governmental actions, failures of telecommunications or networks, or failures of third-party suppliers or service providers.

Entire Agreement. These Terms and Conditions and any agreement constitutes the entire agreement of Digital Provisions and Customer with respect to the subject matter and supersedes all previous proposals, commitments, representations and agreements of any nature whatsoever.

Survival. Notwithstanding the termination of these Terms and Conditions and any agreement, any provisions which expressly provide for continuation beyond the term of these Terms and Conditions and any agreement will survive the termination of these terms and conditions and any agreement.

Terms and Conditions — Commercial

Last Updated: 09/13/2026

SHIPPING AND HANDLING: Normal S&H costs will be covered under this agreement. Expedited shipping may be requested and will result in additional charges to the end user.

EXCLUSIONS: Lightning Damage, Vandalism, Misuse of Equipment, Tampering, Negligence, Fire, Spills, Exposure to weather (if not designed for), Acts of God, Acts of War, Riots, embargoes or terrorism. Customer requested changes, moves, or additions to the system are not covered, nor is credential management.
ALTERATIONS TO PREMISES: Digital Provisions shall perform the installation with reasonable skill and care. Digital Provisions shall not be liable for ordinary wear and tear or cosmetic effects reasonably necessary to perform the installation. Digital Provisions shall only be responsible for direct physical damage to the premises caused by its gross negligence or willful misconduct, and any such liability shall remain subject to the limitation of liability provisions set forth in these Terms and Conditions and any agreement.

PAYMENT DISPUTES: In the event Customer disputes any invoiced amount(s), Customer will notify Digital Provisions of the disputed amount(s) within 14 days of invoice receipt, and submit payment for all undisputed amounts in accordance with the applicable quote or invoice. Upon Customer’s notification of Digital Provisions, the Payment Period shall be suspended until Digital Provisions and Customer mutually agree to a resolution of such dispute, at which time Customer shall make payment of such amounts within the greater of: (i) the remainder of the Payment Period or (ii) thirty (30) days from the date of such resolution.

PAYMENT TERMS AND LATE CHARGES: These Terms and Conditions apply to commercial, industrial, institutional, and other non-public-sector Customers. This Section controls over any conflicting payment term in Customer’s purchase order, vendor form, credit application, or other document, whether issued before or after the date of these Terms and Conditions.

PAYMENT TERMS AND LATE CHARGES: These Terms and Conditions apply to commercial, industrial, institutional, and other non-public-sector Customers…

(a) Payment Terms. Unless the applicable quote or invoice states otherwise, all invoices are due and payable in full, in U.S. dollars, within thirty (30) days of the invoice date (“Net 30”), without setoff, deduction, or counterclaim. Digital Provisions may invoice upon shipment, delivery, or completion of any milestone, and may invoice separately for equipment, installation, and services. Payment is made when Digital Provisions receives good funds.

(b) Late Charge. Any amount not paid when due accrues a late charge of one and one-half percent (1.5%) per month (eighteen percent (18%) per annum), or the maximum rate permitted by applicable law if less, from the due date until paid in full. Late charges compensate Digital Provisions for the cost of carrying past-due receivables and are in addition to, not in lieu of, every other remedy available to Digital Provisions. Acceptance of a late or partial payment, with or without a restrictive endorsement, does not waive any late charge or Digital Provisions’ right to full payment.

(c) Application of Payments. Digital Provisions may apply any payment first to accrued late charges and collection costs, then to the oldest outstanding invoice, regardless of any contrary instruction accompanying the payment.

(d) Suspension and Acceleration. If any invoice remains unpaid more than ten (10) days after its due date, Digital Provisions may, upon written notice and without liability to Customer, (i) suspend all deliveries, installation, monitoring, warranty, support, and other services until all past-due amounts, late charges, and collection costs are paid in full; (ii) declare all amounts owed by Customer under any agreement with Digital Provisions, whether or not then due, immediately due and payable; and (iii) require prepayment, a deposit, or other security as a condition of resuming performance. Suspension does not relieve Customer of any payment obligation, does not extend the term of any service agreement, and does not reduce any recurring charge. Digital Provisions is not responsible for any loss, damage, alarm, or system event occurring during a period of suspension.

(e) Collection Costs. Customer shall reimburse Digital Provisions for all costs of collecting any past-due amount, including reasonable attorneys’ fees, collection agency fees, and court costs, whether or not an action is commenced.

(f) Returned Payments. Customer shall pay a fee of fifty dollars ($50.00), or the maximum permitted by law if less, for each check, ACH, or other payment returned or rejected for any reason, together with any bank charges incurred by Digital Provisions.

(g) Title and Security Interest. Title to equipment does not pass to Customer until Digital Provisions has received payment in full for that equipment. Until then, Customer grants Digital Provisions a purchase-money security interest in the equipment and its proceeds and authorizes Digital Provisions to file any financing statement necessary to perfect that interest.

(h) Disputes. Customer may withhold only amounts disputed in good faith by written notice given within the period stated in the Payment Disputes section, identifying the invoice and the specific basis for the dispute. All undisputed amounts remain due on the original due date. Notwithstanding the Payment Disputes section, if any withheld amount is later determined to be owed, late charges accrue on that amount from its original due date. Invoices not disputed within that period are deemed accepted.

(i) Credit. Any extension of credit is at Digital Provisions’ sole discretion and may be reduced, conditioned, or withdrawn at any time. Customer will provide reasonable financial information upon request.

(j) New York Prompt Payment Act. Where the work Digital Provisions performs for Customer forms part of a construction project that is a “construction contract” within the meaning of General Business Law § 756 — generally a private, non-residential project in New York with an aggregate cost of $150,000 or more, including all labor, services, materials, and equipment — this paragraph (j) applies and controls over any conflicting term in these Terms and Conditions, in Customer’s purchase order, or in any prime contract, subcontract, or other document Customer issues or incorporates.

1. Invoice approval and payment timing. Customer will approve or disapprove each invoice within twelve (12) business days after delivery of the invoice and all contractually required documentation. Customer may disapprove all or part of an invoice only on a ground permitted by General Business Law § 756-a(2), and only by written notice delivered within that period identifying the specific ground and the specific amount disapproved. An invoice not so disapproved is approved. Payment of each approved invoice is due not later than thirty (30) days after approval. For contracts governed by this paragraph (j), this timing applies in place of the Net 30 term in paragraph (a).
2. Interest on late payment. The late charge of one and one-half percent (1.5%) per month stated in paragraph (b) is the higher contractual rate expressly permitted by General Business Law § 756-b(1) and applies in place of the statutory default rate of one percent (1%) per month. Interest accrues beginning the day after the due date established under subparagraph (i) above and continues until the amount is paid in full. Paragraph (h) applies to amounts withheld and later determined to be owed.
3. Final invoice and retainage. Digital Provisions may submit a final invoice for payment in full upon reaching substantial completion. Retainage withheld from Digital Provisions will not exceed five percent (5%) of the contract sum. Any provision requiring retainage in excess of five percent (5%) is void and unenforceable under General Business Law § 757, and Customer will release all retainage not later than thirty (30) days after final approval of the work.
4. Suspension for non-payment. If Customer fails to approve or disapprove an invoice within the period stated in subparagraph (i), or fails to pay an approved or undisputed amount when due, Digital Provisions may suspend performance in accordance with General Business Law § 756-b(2) after giving the written notice and opportunity to cure that section requires. No term of any contract document limits, conditions, or waives that right, and any provision purporting to do so is void under General Business Law § 757(2). Suspension under this subparagraph is in addition to the rights stated in paragraph (d), and the remainder of paragraph (d) continues to apply.
5. Expedited arbitration; governing law and forum. Digital Provisions may refer any claim for non-payment or late payment to expedited binding arbitration under General Business Law § 756-b(3), and any provision making that remedy unavailable is void. These Terms and Conditions and any related agreement are governed by New York law, and all litigation, arbitration, and other dispute resolution will be conducted in New York. Any provision applying the law of another state or requiring proceedings in another forum is void under General Business Law § 757(1).
6. Preservation of rights. Nothing in these Terms and Conditions waives, shortens, or conditions any right, remedy, or time period available to Digital Provisions under General Business Law Article 35-E, the Lien Law, or any payment bond. Where any term of these Terms and Conditions affords Digital Provisions payment sooner, at a higher rate of interest, or on terms more favorable than Article 35-E requires, that term controls to the extent permitted by General Business Law § 756-a. No release, waiver, closeout certification, or final-payment endorsement waives accrued interest or any claim unless it expressly says so and is signed by an authorized representative of Digital Provisions.

MISCELLANEOUS PROVISIONS.

Governing Law. These Terms and Conditions and all disputes or claims arising out of or in connection with them and any agreement will be governed by the laws of the State of New York.