Harris Technology Services — Terms of Service v4.1
Effective: May 1, 2026
This is the current version of our terms. If your quote references a specific version (e.g., v4.1), that version governs your agreement. View previous version (v3.0)
“Customer” means the individual or entity identified on the quote or statement of work that is purchasing products or services from HTS.
“HTS” means Harris Technology Services Inc., a Delaware corporation, including its employees, agents, and authorized subcontractors.
“Services” means all labor, installation, configuration, monitoring, management, consulting, and professional services provided by HTS as described in the applicable quote or SOW.
“Products” means all hardware, equipment, devices, and physical goods furnished by HTS under a quote.
“Equipment” means Products that have been installed or deployed at a Customer location.
“System” means the integrated combination of Products and Services delivered under a quote, including cameras, access control panels, network devices, cabling, and associated software or cloud services.
“Project” means a defined scope of work for installation, configuration, or deployment of Products and Services.
“Agreement” means the quote, these Terms of Service, and any referenced statement of work (SOW), taken together.
“SOW” (Statement of Work) means any document attached to or referenced by a quote that defines scope, deliverables, milestones, or service levels for a specific engagement.
“Confidential Information” means non-public information disclosed by either party, including pricing, system designs, network layouts, security configurations, and business operations.
Invoices are due Net 30 from the invoice date unless otherwise specified on the quote. Invoices are payable upon receipt unless prior written approval is received from HTS corporate offices.
If payment is not made when due, Customer will pay a late charge of 1.5% per month on the outstanding balance, or $25.00, whichever is greater (or such lesser rate as is the maximum allowed under applicable law). Customer also agrees to pay $35.00 for each returned check. Restrictive endorsements or additional terms on checks sent to HTS will not reduce Customer's obligations.
If payment is not made when due, HTS will have the right to take one or more of the following actions, in addition to any other remedies available under law: (a) cancel this Agreement without prior notice; (b) file suit to collect all past due amounts plus reasonable legal costs, including attorneys' fees; (c) repossess or seek a court order to repossess any Equipment for which Customer has not received title free and clear.
Title to all Products listed on the quote remains with HTS until full payment is received from Customer. Customer may not assign any rights or obligations under this Agreement or allow any lien or encumbrance to be placed upon any Products for which Customer has not received title free and clear without prior written approval from HTS.
HTS's aggregate liability for all claims arising under or related to this Agreement shall not exceed the total contract value of the applicable quote. In no event shall either party be liable to the other for any consequential, incidental, indirect, special, or punitive damages, including but not limited to lost profits, lost revenue, or loss of data, regardless of the cause of action or the theory of liability.
Each party agrees to indemnify, defend, and hold harmless the other party from and against any third-party claims, damages, losses, and expenses (including reasonable attorneys' fees) arising from: (a) the indemnifying party's negligence or willful misconduct; (b) the indemnifying party's material breach of this Agreement; or (c) the indemnifying party's violation of applicable law.
Each party agrees to hold the other party's Confidential Information in strict confidence and not to disclose it to any third party without prior written consent. Confidential Information includes, but is not limited to, pricing, system designs, network layouts, site security configurations, and business operations. This obligation survives termination of this Agreement for a period of two (2) years.
The confidentiality obligations do not apply to information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was known to the receiving party prior to disclosure; (c) is independently developed without use of the disclosing party's Confidential Information; or (d) is required to be disclosed by law, regulation, or court order, provided the receiving party gives prompt notice to the disclosing party.
HTS maintains commercial general liability insurance and errors and omissions (E&O) insurance in amounts appropriate for the services provided. Certificates of insurance are available upon request.
Any dispute arising out of or relating to this Agreement that cannot be resolved by good-faith negotiation between the parties shall be settled by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration shall take place in the State of Delaware. Each party shall bear its own costs and attorneys' fees in connection with the arbitration.
This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws provisions.
Neither party may assign this Agreement or any rights or obligations hereunder without the prior written consent of the other party. Notwithstanding the foregoing, either party may assign this Agreement to an affiliate or to a successor in connection with a merger, acquisition, or sale of all or substantially all of its assets, provided the assignee assumes all obligations under this Agreement.
Neither party shall be liable for any delay or failure in performance resulting from causes beyond its reasonable control, including but not limited to acts of God, civil disorder, labor disputes, supply chain disruption, government action, fire, flood, epidemic, or interruption of utility services.
If any provision of this Agreement is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the remaining provisions shall continue in full force and effect.
The quote, these Terms of Service, and any referenced SOW constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior or contemporaneous agreements, representations, and understandings. Amendments to this Agreement require written agreement signed by both parties.
If Customer fails to make any payment when due, all outstanding invoices and amounts owed to HTS under this Agreement or any related agreement shall become immediately due and payable without further notice or demand.
If any payment remains outstanding more than fifteen (15) days past the due date, HTS may, upon written notice to Customer, suspend any or all Services — including monitoring, managed services, remote support, and system access — until all outstanding amounts are paid in full. HTS shall not be liable for any loss, damage, or security incident arising during any period of suspension resulting from Customer's failure to pay.
Customer grants HTS a purchase money security interest in all Products and Equipment furnished under this Agreement until full payment is received. HTS may file a UCC-1 financing statement or equivalent document in the applicable jurisdiction to perfect this security interest. Customer agrees to cooperate with HTS in executing any documents necessary to perfect or enforce this security interest.
HTS hereby provides notice that it may have lien rights under applicable state law for labor and materials furnished in connection with improvements to Customer's property. If payment is not made as required under this Agreement, HTS reserves the right to file a mechanics lien, construction lien, or similar claim against the property where work was performed, to the fullest extent permitted by law. Customer acknowledges receipt of this notice.
In any action, arbitration, or proceeding arising out of or relating to this Agreement, the prevailing party shall be entitled to recover its reasonable attorneys' fees, costs, and expenses from the non-prevailing party, in addition to any other relief to which it may be entitled.
If HTS engages a collection agency or other third party to collect amounts owed by Customer, Customer agrees to pay all costs of collection, including collection agency fees, in addition to the outstanding balance, late charges, and any attorneys' fees otherwise recoverable under this Agreement.
Unless otherwise specified on the quote, HTS may require a deposit of up to fifty percent (50%) of the total quote value prior to ordering Products or commencing work. For projects exceeding $25,000, HTS may invoice on a milestone basis as defined in the quote or SOW. Products will not be ordered and work will not commence until the required deposit is received.
If Customer cancels an order after HTS has placed orders with manufacturers or distributors, Customer shall be responsible for: (a) a restocking fee of up to twenty-five percent (25%) of the cancelled Products' value; (b) the full cost of any custom-ordered, non-returnable, or specially configured Products; and (c) any labor or expenses already incurred by HTS prior to cancellation.
TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY IRREVOCABLY WAIVES ANY RIGHT TO TRIAL BY JURY IN ANY ACTION, PROCEEDING, OR COUNTERCLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT. IN THE EVENT THE ARBITRATION PROVISION IN SECTION 1.9 IS FOUND UNENFORCEABLE, ANY DISPUTE SHALL BE RESOLVED BY A COURT OF COMPETENT JURISDICTION SITTING WITHOUT A JURY.
The following provisions shall survive the expiration or termination of this Agreement: Sections 1.3 (Late Payment), 1.4 (Title Retention), 1.5 (Limitation of Liability), 1.6 (Indemnification), 1.7 (Confidentiality), 1.15 (Acceleration), 1.17 (Security Interest), 1.18 (Mechanics Lien Notice), 1.19 (Prevailing Party Attorneys' Fees), 1.20 (Collection Costs), 1.22 (Cancellation and Restocking Fees), 1.23 (Waiver of Jury Trial), 5.1 (Data Ownership), 5.4 (Data Breach Notification), 6.5 (Intellectual Property), and Section 7 (Product Warranty Disclaimers).
During the term of this Agreement and for a period of twelve (12) months following its expiration or termination, Customer shall not, directly or indirectly, solicit, recruit, or hire any employee, contractor, or subcontractor of HTS who performed work under this Agreement, without the prior written consent of HTS. If Customer hires any such individual in violation of this provision, Customer agrees to pay HTS a placement fee equal to fifty percent (50%) of the individual's first-year annual compensation as liquidated damages.
Products are shipped FOB destination unless otherwise specified on the quote. Risk of loss transfers to Customer upon delivery to the designated location.
Returns are subject to the applicable manufacturer's return policy. Restocking fees may apply. Customer must obtain a Return Merchandise Authorization (RMA) number from HTS before returning any Products.
All manufacturer warranties pass through to Customer. HTS makes no additional product warranties beyond those provided by the manufacturer.
If Products included in a quote become temporarily or permanently unavailable for reasons beyond HTS's control, HTS reserves the right to supply and install functionally equivalent alternative Products with notice to Customer.
Installation includes labor and materials as described on the quote. All labor is non-union and non-prevailing wage unless specifically called out in the project scope of work. Work is performed during normal business hours, Monday through Friday, 9:00 AM to 5:00 PM. Work outside these hours will incur additional fees unless specifically included in the scope of work.
Pricing includes one (1) mobilization for combined cable and device installation. Where construction progress or site conditions cause interruptions necessitating multiple visits, additional charges may apply.
HTS utilizes industry-standard CAT6 PoE cabling with a maximum run of 300 feet from the IDF or switch location. Beyond this distance, additional power sources, switches, or alternative cabling types are required and will incur additional charges.
Customer shall: (a) provide sufficient power and internet connectivity; (b) provide free and clear access to all device locations; (c) provide a staging area for technicians; (d) provide parking for installation vehicles; (e) provide adequate space for disposal of packaging; (f) provide contractor ID badges if required; (g) provide IT assistance for IP addresses and network questions; (h) provide any required third-party licensing at least 72 hours prior to installation; (i) provide access to service entrances, elevators, and shared building infrastructure as required.
Unless specifically noted otherwise: back boxes, stub ups, conduit, riders, paths, and penetrations are by others. Patching and painting is excluded. Fire alarm relay is supplied and installed at the access control panel location by others. 120-VAC power is supplied, installed, and terminated by others.
HTS warrants its installation labor for one (1) year from the date of installation. This warranty covers only labor related to the original scope of work.
Any changes to the project scope shall require a written change order approved by both parties, which shall modify the scope of work, pricing, and timeline.
Customer has ten (10) business days after project completion to inspect the work and report any defects in writing. If no written notice is received within ten (10) business days, the work shall be deemed accepted.
Customer shall maintain property insurance covering all Products and Equipment installed by HTS, in an amount sufficient to cover the full replacement cost, from the date of delivery through the date of final payment. During installation, Customer shall name HTS as an additional insured on its general liability policy. Certificates of insurance shall be provided to HTS upon request.
HTS shall retain the right to access all installed Equipment at Customer's premises for the purposes of maintenance, firmware updates, warranty service, diagnostics, and retrieval of Equipment for which Customer has not received title. Customer shall provide reasonable access during normal business hours upon 24 hours' notice, or immediately in the case of a security incident or critical system failure. This right of access survives any dispute between the parties and remains in effect until title to all Equipment has transferred to Customer.
HTS may photograph, video record, and document completed installations for the purposes of quality assurance, training, portfolio development, marketing, and dispute resolution. HTS will not publish photographs that reveal sensitive security system details (camera locations, access control configurations, network topology) without Customer's prior written consent. General photographs of workmanship, cabling, and equipment may be used without restriction.
HTS reserves the right to engage qualified subcontractors to perform portions of the work under this Agreement. HTS shall remain responsible for all work performed by its subcontractors and shall ensure that subcontractors comply with the terms of this Agreement, including confidentiality obligations.
When a manufacturer discontinues support for a Product (end-of-life or end-of-support), HTS is not obligated to continue servicing, monitoring, or maintaining the discontinued Product. HTS will notify Customer of manufacturer end-of-life announcements as they become known. The cost of replacing discontinued Products with current-generation equivalents is the responsibility of the Customer and is not covered under any warranty or service agreement.
The scope of managed services is defined per the applicable quote or SOW. When quoted as full-stack managed IT, services include remote monitoring and management (RMM), OS and application patching, helpdesk support, backup and disaster recovery, endpoint security, and vendor management. Excluded unless specifically quoted: project work, new deployments, and line-of-business application support.
HTS classifies service requests into three severity categories: Critical (system down, security breach, or complete loss of functionality), High (significant impairment to operations), and Normal (routine requests and non-urgent issues). Specific response and resolution times are defined per the applicable service agreement or SOW. If not specified, services are provided on a commercially reasonable basis.
Where applicable, HTS provides 24/7/365 monitoring of managed systems. Remote troubleshooting is included. On-site visits are billed separately unless covered by the applicable service agreement.
HTS configures and monitors backups per the applicable SOW. Customer is responsible for verifying backup integrity and testing restores. HTS is not liable for data loss beyond re-performing the backup service as described in the SOW.
The initial service term is as specified on the quote (typically 12, 24, or 36 months). Upon expiration, the Agreement automatically renews for successive 12-month periods unless either party provides written notice of non-renewal at least sixty (60) days prior to the renewal date.
Customer may terminate prior to the end of the term, subject to payment of the remaining contract balance. Either party may terminate for material breach with thirty (30) days written notice and opportunity to cure.
HTS may adjust managed services pricing upon renewal or at annual true-up intervals with thirty (30) days prior written notice.
Customer owns all data generated by systems installed or managed by HTS, including camera footage, access control logs, environmental sensor data, and monitoring data.
Customer is the data controller for all personal data collected by systems installed or managed by HTS. HTS processes data solely as needed to deliver the contracted services.
Customer is responsible for compliance with all applicable surveillance, data protection, and privacy laws, including posting required signage, establishing data retention policies, and obtaining any necessary consents.
HTS will notify Customer promptly upon discovery of any security incident that HTS reasonably believes has resulted in unauthorized access to, or disclosure of, Customer data within systems managed by HTS.
For agreements with a term exceeding twelve (12) months, service fees shall increase automatically on each annual renewal date by the greater of: (a) three percent (3%); or (b) the percentage change in the Consumer Price Index for All Urban Consumers (CPI-U) published by the U.S. Bureau of Labor Statistics for the twelve-month period ending sixty (60) days prior to the renewal date. HTS will provide Customer with written notice of the adjusted fee at least thirty (30) days prior to the effective date.
Customer shall maintain all hardware, software, and network infrastructure at minimum standards defined in the applicable SOW or as reasonably communicated by HTS. If Customer's environment falls below these standards — including but not limited to running unsupported operating systems, disabling security tools, or making unauthorized configuration changes — HTS shall not be liable for any resulting incidents, outages, or data loss, and may charge Customer at its then-current hourly rate to remediate non-compliant systems.
During the term of a managed services agreement, Customer shall not engage another managed service provider, IT support company, or contractor to perform services that overlap with the scope of services covered under this Agreement without the prior written consent of HTS. If unauthorized third-party changes to managed systems cause an incident, outage, or data loss, HTS shall not be liable and may charge Customer to investigate and remediate.
The early termination payment described in Section 4.6 (payment of the remaining contract balance for the unexpired term) constitutes liquidated damages and represents a reasonable estimate of HTS's losses resulting from early termination, including but not limited to lost revenue, unrecovered onboarding costs, and the cost of reallocating personnel. The parties agree that actual damages would be difficult to calculate and that this amount is not a penalty.
If the applicable SOW or service agreement provides for service level credits, total credits issued to Customer shall not exceed one (1) month's service fee per calendar quarter, regardless of the number or severity of service level failures. Service credits are Customer's sole and exclusive remedy for failure to meet service levels.
Upon expiration or termination of a managed services agreement, Customer may request an export of its data within thirty (30) days of the termination date. HTS will provide a commercially reasonable data export in a standard format. After thirty (30) days following termination, HTS shall have no obligation to retain Customer data and may delete it from all managed systems without further notice. HTS shall not be liable for any data deleted after this thirty-day period.
Customer acknowledges that security cameras, access control systems, and environmental sensors may capture personal data, including video and audio recordings of employees, visitors, and members of the public. Customer is solely responsible for: (a) compliance with all applicable federal, state, and local surveillance, wiretapping, and privacy laws; (b) posting all required signage and notices; (c) obtaining any necessary consents; and (d) establishing and enforcing data retention and deletion policies. Customer shall indemnify HTS against any claims, fines, or penalties arising from Customer's failure to comply with applicable surveillance and privacy laws.
The scope of consulting and professional services is defined per the SOW attached to or referenced by the applicable quote.
For time-and-materials engagements, services are billed at the rates specified on the quote and invoiced monthly in arrears.
For fixed-price engagements, invoicing follows the milestone schedule defined in the applicable SOW.
Work outside the defined scope requires a written change order with pricing approved by both parties before work begins.
All work product created by HTS — including designs, configurations, documentation, and deliverables — transfers to Customer upon full payment. HTS retains all rights to its pre-existing tools, templates, methodologies, and general knowledge.
All manufacturer warranties on Products furnished by HTS pass through to Customer. HTS is not the manufacturer and, other than the workmanship warranty in Section 3.6, Customer agrees to look exclusively to the manufacturer for warranty repairs.
HTS expressly disclaims all implied warranties, including without limitation the implied warranties of merchantability and fitness for a particular purpose.
HTS does not represent or warrant that any security system will prevent all loss by burglary, hold-up, fire, or otherwise, or that the system will in all cases provide the protection for which it is installed. No system can guarantee complete security.
Product warranties do not cover: batteries; electrical surge or lightning damage; software upgrades and repairs; communication devices no longer supported by their communication pathways; obsolete components; components exceeding manufacturer's useful life. Warranties do not cover damage caused by acts of nature, vandalism, misuse, modification by non-HTS personnel, or improper installation by anyone other than HTS.
Customer's exclusive remedy for HTS's breach of any warranty under this Agreement is to require HTS to repair or replace, at HTS's option, any non-operational Equipment within the scope of the applicable warranty.
Notwithstanding the general exclusion of consequential damages in Section 1.5, the limitation shall not apply to damages arising from: (a) either party's breach of confidentiality obligations under Section 1.7; (b) either party's infringement of the other party's intellectual property rights; (c) either party's willful misconduct or fraud; or (d) either party's indemnification obligations under Section 1.6.
