Parties
This Service Agreement (“Agreement”) is entered into by and between Archiframe Integrations, LLC, a Montana limited liability company (“Archiframe” or the “Company”), and the client identified in the accepted proposal (“Client”). Collectively, Archiframe and Client are referred to as the “Parties.” Client represents and warrants that they have full authority to enter into this Agreement and to bind the entity or property owner for whom they are acting.

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Incorporation into Proposal
This Agreement is incorporated into and made part of any accepted proposal or estimate issued by Archiframe. Together, the accepted proposal and this Agreement constitute the entire agreement between the Parties. Acceptance of any proposal from Archiframe constitutes Client’s acknowledgment of receipt of this Agreement and agreement to be bound by its terms. In the event of a conflict between the proposal and this Agreement, this Agreement shall control.

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1. Scope of Work
The scope of work shall be as described in the accepted proposal, which is incorporated by reference. Any work outside the accepted scope requires a signed change order.

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2. Licensed Work and Subcontracting
Archiframe does not perform electrical work, HVAC work, or any other trade work requiring a license that Archiframe does not hold. This includes, but is not limited to, running or modifying 110/220-volt electrical wiring; installing, relocating, or rewiring electrical outlets, switches, or circuits; connecting low-voltage systems directly to high-voltage wiring; or running wiring to HVAC equipment or performing HVAC control work requiring a licensed contractor.

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When such work is required, Archiframe shall subcontract the work to appropriately licensed and qualified professionals. Projects initially bid without the need for licensed trade work are subject to change if it is determined during installation that licensed work is necessary to complete the project. All costs for such subcontracted work shall be presented to Client for written approval prior to commencement of the work.

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If Client declines to authorize required licensed trade work, Archiframe reserves the right to cancel the project. In such case, Client shall remain responsible for payment for all labor performed and any materials purchased or installed prior to cancellation. No refunds shall be issued for materials already purchased or installed.

Client further acknowledges that if Client requests Archiframe to perform any work for which Archiframe is not properly licensed, such work is performed solely at Archiframe’s discretion and Client’s risk.

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Archiframe makes no warranties, representations, or guarantees regarding such work and expressly disclaims any liability for damages, losses, defects, code violations, injuries, or deaths arising from work performed outside Archiframe’s licensed scope.

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Client understands and agrees that instructing Archiframe to perform work for which it is not licensed is contrary to Archiframe’s advice and is not in Client’s best interest.

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3. Subcontractors
Archiframe may subcontract licensed professionals as needed. All subcontracted work shall be managed and warranted under this Agreement unless otherwise specified. Archiframe shall remain responsible for managing subcontractors but shall not be liable for delays or defects solely attributable to subcontractors unless caused by Archiframe’s negligence in selecting or supervising such subcontractors.

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4. Jobsite Access and Delays
Client shall provide timely access to the property during normal working hours. Archiframe is not responsible for delays caused by others, concealed conditions, inclement weather, acts of God, or material shortages. Delays beyond Archiframe’s control shall extend the schedule without penalty. If access is delayed for more than five business days, Archiframe reserves the right to invoice for demobilization and remobilization costs. Additional trips or standby time may be billable.

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5. Site Access and Obstructions
Client shall ensure that all work areas are accessible and free from obstructions, including but not limited to furniture, boxes, stored items, or other personal property. If access to required work areas is obstructed and Archiframe personnel are required to move items or clear pathways, Client agrees to pay for such services at the rate of $50.00 per hour, billed in increments of thirty minutes, for the actual time spent performing this work. Archiframe shall not be responsible for any damage resulting from the movement of Client’s property unless caused by Archiframe’s gross negligence or willful misconduct.

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6. Right to Stop Work
Archiframe reserves the right to suspend work without liability if Client fails to provide timely payments as required under this Agreement, if access to the jobsite is denied, obstructed, or delayed beyond five business days, if conditions exist that, in Archiframe’s reasonable judgment, present safety hazards or violate applicable laws, or if Client or third parties interfere with or prevent completion of the work. Suspension of work under this provision shall not waive Archiframe’s right to receive payment for work performed to date or its right to extend the project schedule to account for the period of suspension.

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7. Change Orders
Changes to the original scope must be documented and approved in writing. Change orders shall state any additional cost or schedule impact and may include an administrative fee. No verbal instructions shall alter the scope, pricing, or timeline unless confirmed in a signed written change order.

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8. Payment Terms
Payment for listed materials is due at proposal acceptance and signifies agreement to these terms. Remaining labor charges and any approved additional costs are due upon project completion. Final payment is due upon receipt of Archiframe’s final invoice unless otherwise stated in the proposal. Late payments shall accrue interest at the maximum rate allowed under California law. Pursuant to California law, Client is advised that persons or companies providing labor or materials for improvements to property may have lien rights if not paid. Conditional and unconditional lien releases shall be provided as required by California law. Late payments may result in suspension of services and additional fees.

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9. Equipment Returns and Exchanges
Client is responsible for verifying that all Systems are operational at the conclusion of installation. Any equipment found to be defective, dead-on-arrival (DOA), or non-functional at the time of installation will be replaced or exchanged with the identical item at no cost to Client. Equipment that was functioning at installation but is found to be defective within thirty days of installation will be replaced with the identical item at no charge, provided the defect is not caused by misuse, user error, tampering, or unauthorized modification.

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9.1 If the equipment is determined to be functioning properly or shows signs of misuse, modification, tampering, or user error, the original item will be returned to Client, and no refund or replacement will be provided. Equipment that becomes defective after thirty (30) days shall be repaired or replaced in accordance with the manufacturer’s warranty terms. Archiframe will facilitate manufacturer warranty claims as applicable, subject to any service fees or shipping costs imposed by the manufacturer.

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9.2 Functional equipment returned because it is unwanted or unneeded will incur a restocking fee of thirty percent of the purchase price. The remaining seventy percent may be applied solely as a credit toward the purchase of other equipment from Archiframe. No cash or credit card refunds will be issued for such returns.

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9.3 Requests to return unwanted or unneeded equipment must be made within fifteen (15) days of installation. All returned equipment must be in original packaging and in new, undamaged condition, free of scratches, cosmetic damage, or signs of installation beyond normal testing. Partial returns of equipment from integrated Systems are subject to Archiframe’s sole discretion and may be declined if removal of individual items compromises the functionality of the overall System.

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9.4 Custom, special-order, or non-standard equipment is non-returnable and non-refundable unless defective.

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9.5 Client is responsible for all shipping costs associated with returns of unwanted or unneeded equipment and for ensuring proper packaging and shipping insurance. Archiframe is not responsible for damage to returned items during shipping. Archiframe reserves the right, at its sole discretion, to waive or reduce restocking fees.

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10. Warranty
Archiframe warrants all installation labor and workmanship for one year from the date of substantial completion. “Substantial completion” means the date on which installed Systems are operational and available for Client’s use, excluding minor punch-list items. All warranty claims must be submitted in writing. This warranty excludes damage due to misuse, unauthorized modifications, user error, or external causes.

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Manufacturer warranties on equipment shall pass through to Client. Archiframe provides no additional warranty on equipment beyond that offered by the manufacturer. The warranty is void if any System components are modified by third parties or if payment obligations are not met. Service calls not related to warranty-covered defects, including user training, reconfiguration requests, or integration of new third-party products, shall be billable at Archiframe’s standard hourly rates.

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11. Service Guarantee
Archiframe provides complimentary service for one year following project completion for System issues not caused by misuse, third-party alterations, or modifications. This warranty does not include service calls for changes in Client preferences, reprogramming due to third-party alterations, or integration of new equipment outside the original installation. Additional service beyond the warranty period or outside its scope is billable. Optional maintenance plans may be offered under a separate agreement.

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12. Completion and Acceptance
Upon completion of the project, Archiframe shall demonstrate the Systems to Client, provide operating instructions, manuals, and other documentation applicable to the Systems, and advise Client regarding proper operating procedures. Client is responsible for inspecting all work performed, verifying functionality of the Systems, and confirming the condition of installed materials and equipment, including the absence of material or aesthetic defects.

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Archiframe shall have no responsibility or liability for any claims related to damage, improper installation, configuration errors, operational issues, or aesthetic defects regarding the Systems that are not reported to Archiframe prior to completion of the project. Archiframe shall further have no responsibility or liability for any claims, losses, damages, injuries, or deaths arising out of or resulting from the modification, misuse, or use of the Systems for any purpose other than their intended use.

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Archiframe may require Client to sign a completion and acceptance form upon finishing the project. In the event Client does not execute such a completion form, final payment by Client shall constitute Client’s acknowledgment that the Systems have been installed in a satisfactory and working condition and that the project is complete.

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13. Limitation of Liability
Archiframe shall not be liable for lost profits, business interruption, consequential damages, or interference caused by third parties. No security or alarm system can prevent all incidents of theft, loss, or damage; Archiframe makes no guarantees as to prevention of such events. Archiframe’s total liability under this Agreement shall not exceed the total amount paid to Archiframe under this Agreement. Client acknowledges that no security system, alarm, or surveillance system is guaranteed to prevent loss, theft, or damage, and Archiframe makes no such guarantees. Client agrees to indemnify and hold Archiframe harmless from claims arising from unrelated systems, services, or unauthorized modifications.

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Archiframe installs all products and Systems in accordance with the manufacturer’s recommended installation instructions, including specifications for placement, spacing, backing materials, mounting hardware, clearances, weight limits, and environmental or operating conditions. Archiframe shall have no responsibility or liability for any damage, defect, malfunction, loss, injury, or death arising from or related to any product or System where Archiframe’s installation was performed in conformity with the manufacturer’s instructions and the issue results from a defect in the product itself, improper use, environmental conditions beyond the product’s design limitations, or other factors outside Archiframe’s control.

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14. Intellectual Property
Archiframe retains all ownership rights in its programming, configurations, and System designs (“Intellectual Property”). Upon full payment, Client is granted a limited license to use the Intellectual Property solely to operate the installed Systems. If Client sells the property with the integrated Systems installed, the right to use the Intellectual Property shall transfer to the new owner solely for use with those Systems, provided that Archiframe is notified in writing of the sale and the identity of the new owner.

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No ownership of the Intellectual Property transfers, and neither Client nor any subsequent owner may reproduce, distribute, or use the Intellectual Property apart from the installed Systems without Archiframe’s prior written consent.

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15. Photography and Promotion
Client grants Archiframe the right to photograph the completed System and premises for promotional purposes. No identifying personal information shall be disclosed. This right survives termination of this Agreement.

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16. Insurance Disclosure
Archiframe maintains general liability and workers’ compensation insurance. Certificates of insurance are available upon request.

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17. Termination
Either Party may terminate this Agreement by providing at least five business days’ written notice. Client shall pay for all work performed and materials purchased up to the termination date. Unpaid balances must be settled prior to termination becoming effective.

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18. Force Majeure
Archiframe shall not be liable for delays or failures to perform caused by events beyond its reasonable control, including acts of God, natural disasters, pandemics, labor disputes, material shortages, government actions, or similar events. Project timelines shall be extended accordingly.

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19. Dispute Resolution
Any dispute arising under this Agreement shall be resolved by binding arbitration administered under the American Arbitration Association’s Construction Industry Arbitration Rules. The arbitration shall take place in Los Angeles County, California. The arbitrator shall have the authority to award reasonable attorneys’ fees and costs to the prevailing party. The costs of arbitration shall be shared equally by the Parties unless the arbitrator awards costs to the prevailing party.

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20. Governing Law
This Agreement shall be governed by and construed in accordance with the laws of the State of California. Any arbitration or legal proceeding shall be brought in the appropriate jurisdiction in California.

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21. Notices
All notices under this Agreement shall be in writing and delivered personally, by certified mail, or by email with confirmation of delivery. Notices shall be deemed given upon receipt if delivered personally or by email, or three business days after mailing if sent by certified mail to the address provided in the accepted proposal or such other address as either party may designate in writing.

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22. Assignment
Client shall not assign or transfer this Agreement, in whole or in part, without the prior written consent of Archiframe. Any attempted assignment without such consent shall be void.

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23. Survival
The provisions of this Agreement regarding limitation of liability, indemnification, intellectual property rights, confidentiality, dispute resolution, and any other provisions that by their nature are intended to survive termination or completion shall survive termination or completion of this Agreement.

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24. Headings
Section headings in this Agreement are for convenience only and shall not affect the interpretation of this Agreement.

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25. Severability
If any provision of this Agreement is held to be invalid or unenforceable, the remaining provisions shall remain in full force and effect.

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26. Right to Cancel (Residential Only)
In compliance with California law, residential clients have the right to cancel this Agreement within three business days of signing. A Notice of Cancellation form will be provided separately.

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27. Electronic Signatures
Signatures transmitted electronically or by scanned copy shall have the same force and effect as original signatures.

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28. Prevailing Party Legal Fees
In any legal action brought to enforce this Agreement or an arbitration award arising under it, the prevailing party shall be entitled to recover reasonable attorneys’ fees and costs.

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29. No Waiver
No waiver by Archiframe of any breach or default shall be deemed a waiver of any subsequent breach or default.

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30. Entire Agreement
This Agreement and any accepted proposal constitute the entire understanding between the Parties and supersede all prior agreements or understandings, whether written or oral.