Harris Technology Services — Terms of Service v4.1
Effective: May 1, 2026
“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. The affected party shall provide prompt notice and use commercially reasonable efforts to resume performance.
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. A photocopy, electronic image, or facsimile of this Agreement bearing the signatures of both parties shall be as valid and binding as the original.
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. HTS will assist Customer in processing warranty claims with the manufacturer upon request.
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. HTS will notify Customer of any substitution prior to shipment or installation.
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. Customer must supply secure, locked space for tools, materials, and equipment. Where the site requires multiple moves of storage or staging space, 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. Cabling is run to the nearest IDF. If existing cabling is to be used, it must be in place and accessible.
Customer shall: (a) provide sufficient power and internet connectivity to the building; (b) provide free and clear access to all device locations and installation areas; (c) provide a staging area or room for technicians; (d) provide parking for installation vehicles; (e) provide adequate space for disposal of packaging materials; (f) provide contractor ID badges for technicians if required; (g) provide IT assistance for IP addresses and network questions as needed; (h) provide any required third-party licensing (Microsoft, Zoom, etc.) at least 72 hours prior to installation; (i) provide access to service entrances, elevators, and other shared building infrastructure as required.
If Customer does not have an on-site IT employee, HTS requires a pre-meeting with Customer's third-party IT provider prior to installation. Project invoicing will continue without regard to system availability if Customer has not provided internet connectivity or available switch ports.
Unless specifically noted otherwise in the scope of work: 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. Work requested outside the initial scope is chargeable unless covered by a separately purchased support plan.
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. This Agreement defines and limits the Products and Services to be furnished. The terms of this Agreement govern the entire project, including any change orders.
Customer has ten (10) business days after project completion to inspect the work and report any defects in writing to HTS. If no written notice of defects is received within ten (10) business days, the work shall be deemed accepted by Customer.
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 (e.g., Verkada Command, RMM platforms), 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 a managed services agreement prior to the end of the term, subject to payment of the remaining contract balance for the unexpired term. 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 to Customer.
Customer owns all data generated by systems installed or managed by HTS, including but not limited to 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 but not limited to posting required signage, establishing data retention policies, and obtaining any necessary consents for recording or monitoring.
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.
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 in the course of a consulting engagement — 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 gained during the engagement.
All manufacturer warranties on Products furnished by HTS pass through to Customer. HTS is not the manufacturer of the Products and, other than the workmanship warranty described in Section 3.6, Customer agrees to look exclusively to the manufacturer for repairs under its warranty coverage.
HTS expressly disclaims all implied warranties, including without limitation the implied warranties of merchantability and fitness for a particular purpose. HTS makes no express warranties except as specifically set forth in this Agreement.
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. Unless otherwise specified, no equipment provided by HTS is represented to be medical grade, FDA approved, or intended for use in diagnosing, treating, curing, or preventing any disease or medical condition.
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 or alteration 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.
