Break-Fix and Time and Material Service
Version 1.0 | Effective May 2026
These Terms and Conditions ('Terms') govern the provision of time-and-material repair, troubleshooting, and break-fix services by Pyro-Comm Systems, Inc. ('PCSI') for the Customer identified in the applicable Proposal or Quote. Pyro-Comm Systems, Inc. is a California corporation and licensed contractor (CSLB #612153) located at 15215 Alton Parkway, Suite 100, Irvine, California 92618.
1. ACCEPTANCE AND INTEGRATION
By approving a Proposal, Purchase Order, or other ordering document referencing these Terms — whether by written signature, electronic confirmation, or authorization to commence work — Customer agrees to be bound by these Terms and Conditions ('Terms'). These Terms, together with the applicable Proposal and any attached Schedule or Scope of Work, constitute the complete agreement between the parties ('Agreement'). If Customer's Purchase Order or other document contains terms that conflict with these Terms, these Terms shall govern unless PCSI expressly agrees otherwise in a written document signed by an authorized PCSI officer.
2. DEFINITIONS
'AHJ' means the Authority Having Jurisdiction over the Premises.
'Customer' means the entity or individual identified in the Proposal or Quote.
'Equipment' means the fire alarm systems, components, and related life safety equipment at the Premises.
'Premises' means the physical location(s) identified in the Proposal.
'Proposal' or 'Quote' means PCSI's written proposal or quote for the specific service event, referencing these Terms.
'Services' means the troubleshooting, repair, and related time-and-material services described in the Proposal.
'System' means Customer's fire alarm or life safety system at the Premises.
3. TIME AND MATERIAL BASIS
a. T&M Structure. Unless the Proposal expressly provides for a fixed-fee scope, all Services are performed on a time-and-material basis. Customer shall be invoiced for all labor time expended and all materials used, at PCSI's then-current rates.
b. Minimum Call. A minimum service call charge applies to all on-site visits, as specified in the Proposal or PCSI's current rate schedule, regardless of the duration of work performed.
c. After-Hours Service. Services performed outside PCSI's standard business hours (Monday through Friday, 7:00 a.m. to 3:00 p.m., excluding PCSI-observed holidays) are subject to premium labor rates. Emergency after-hours requests shall be billed at PCSI's then-current after-hours rate.
d. Estimates. Where a Proposal provides a time-and-material estimate, such estimate is not a guaranteed price. Actual charges will reflect actual labor and materials used. If PCSI anticipates that the scope will materially exceed the estimate, PCSI will notify Customer and obtain authorization before proceeding.
4. PAYMENT TERMS
a. Due Date. Customer shall pay all invoices within thirty (30) days of the invoice date.
b. Late Payment. Invoices not paid when due shall accrue interest at 1.5% per month (18% per annum) from the due date until paid in full.
c. Credit Card. A processing surcharge of 2.95% applies to all payments made by credit or debit card.
d. Third-Party Portals. Customer shall reimburse PCSI for all third-party vendor portal fees, insurance certificate costs, W-9 requests, and similar compliance charges incurred at Customer's request.
5. MATERIALS AND PARTS
a. Pricing Validity. Quoted material pricing is valid for thirty (30) days from the Quote date and is subject to change due to manufacturer increases, supply chain conditions, and market fluctuation.
b. OEM and Compatible Parts. PCSI will use commercially reasonable efforts to source Original Equipment Manufacturer (OEM) replacement parts. Where OEM parts are discontinued, unavailable within a commercially reasonable timeframe, or disproportionately cost-prohibitive, PCSI may substitute UL-listed or AHJ-approved compatible components. Customer will be notified prior to any non-OEM substitution.
c. Restocking Fee. A restocking fee of twenty-five percent (25%) of the manufacturer's list price applies to all materials returned at Customer's request.
d. Additional Parts. If troubleshooting reveals that additional materials beyond the Proposal scope are required, PCSI will notify Customer and obtain written authorization before proceeding. Such additional materials will be invoiced at cost plus standard markup.
6. AUTHORIZATION FOR WORK BEYOND PROPOSAL SCOPE
PCSI shall not perform work beyond the scope described in the Proposal without Customer's prior written authorization. If, during the course of a service visit, PCSI identifies additional deficiencies or required work not included in the Proposal, PCSI will notify Customer in writing (which may include email or text message) and obtain authorization before proceeding. Authorized additional work will be invoiced at PCSI's then-current T&M rates.
7. CUSTOMER ACCESS AND COOPERATION
a. Access. Customer shall provide PCSI with prompt, unobstructed access to the Premises and System at the scheduled service time. If access is not available at the scheduled time, Customer may be charged a turn-away fee equal to the applicable minimum service call charge.
b. System Access. All access panels, junction boxes, and system components must be accessible. PCSI is not responsible for conditions behind sealed or inaccessible panels.
c. Access at Height. Unless otherwise stated in the Proposal, Customer is responsible for providing any lifts, man lifts, scaffolding, or other access equipment required to reach devices above twelve (12) feet, at no cost to PCSI.
d. Site Conditions. Customer represents that work areas are free of known hazardous materials (including asbestos). If hazardous conditions are discovered, PCSI may suspend work until remediated.
8. SOFTWARE AND INTELLECTUAL PROPERTY
All software, programming, passcodes, and configuration data installed or created by PCSI remain the exclusive intellectual property of PCSI. Customer is granted a limited, non-transferable license to use such software solely in connection with the installed System at the Premises. Unauthorized copying, modification, reverse engineering, or transfer of PCSI's software is strictly prohibited and may constitute a violation of applicable federal copyright law (17 U.S.C. et seq.).
9. PERMITS AND REGULATORY FEES
Permit fees, AHJ filing fees, and compliance engine upload fees are not included in the Proposal unless expressly stated. PCSI will obtain required permits and invoice Customer for such costs at cost plus a handling fee. If permit work reveals additional required modifications, such work shall be separately authorized before proceeding.
10. REPAIR DISCLAIMER AND SYSTEM LIMITATIONS
a. No First-Call Guarantee. PCSI does not guarantee resolution of all System issues in a single service visit, particularly where system age, discontinued components, undisclosed prior modifications, or multiple simultaneous issues are involved. If additional visits are required, each shall be separately authorized.
b. Obsolete Systems. For Systems containing discontinued or obsolete components, PCSI will advise Customer of available options, which may include compatible replacements or system upgrade. PCSI shall not be responsible for System performance limitations attributable to obsolete or out-of-support equipment.
c. Cellular Signal. The installation of cellular monitoring equipment is dependent on available signal strength at the Premises. If signal strength is insufficient, additional equipment may be required at additional cost.
d. Firewatch. PCSI is not responsible for providing fire watch services. If the AHJ requires fire watch during or after PCSI's service work, Customer is solely responsible for arranging and paying for such services.
11. LIMITED WARRANTY
a. Workmanship. PCSI warrants its repair workmanship against defects for ninety (90) days from the date of the service visit. Parts and components are covered by the applicable manufacturer's warranty.
b. Exclusions. This warranty does not cover: damage from lightning, electrical surges, flooding, or acts of God; vandalism, misuse, or unauthorized modifications; components at end of manufacturer's stated useful life; or conditions pre-existing the service visit.
c. Disclaimer. PCSI MAKES NO IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. PCSI does not warrant that repair work will prevent any future loss by fire, smoke, or any other cause.
12. INDEMNIFICATION
a. Customer's Indemnity. Customer agrees to defend, indemnify, and hold harmless PCSI, its employees, officers, agents, and subcontractors from and against all claims, losses, liabilities, and expenses (including reasonable attorneys' fees) arising from: (i) Customer's use or misuse of the System; (ii) Customer's failure to maintain the System or comply with applicable codes and AHJ requirements; (iii) false alarms or improper signals originating from Customer's Premises; (iv) third-party claims attributable to conditions at Customer's Premises; and (v) Customer's breach of this Agreement.
b. PCSI's Indemnity. PCSI agrees to defend, indemnify, and hold harmless Customer from and against claims by third parties arising directly from the gross negligence or willful misconduct of PCSI's employees or agents. PCSI's indemnity obligations shall not exceed the applicable limitation of liability set forth in the following section.
c. No Cross-Indemnity for Own Fault. Neither party shall be obligated to indemnify the other for claims arising from that party's own negligence, willful misconduct, or breach of this Agreement.
13. PCSI IS NOT AN INSURER - LIMITATION OF LIABILITY
a. Not an Insurer. PCSI is not an insurer and provides no insurance coverage under this Agreement. Fire alarm systems are designed to reduce - but cannot eliminate - the risk of loss or injury.
b. Exculpatory Clause. PCSI shall not be liable for any loss, personal injury, property damage, or consequential harm sustained by Customer as a result of fire, equipment failure, communication failure, or any other cause, regardless of whether such loss was caused or contributed to by PCSI's performance or failure to perform.
c. Liability Cap. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PCSI'S TOTAL LIABILITY FOR ANY CLAIM ARISING OUT OF OR RELATED TO A SPECIFIC SERVICE VISIT SHALL NOT EXCEED THE AMOUNT INVOICED BY PCSI FOR THAT SPECIFIC SERVICE VISIT. IN NO EVENT SHALL PCSI'S AGGREGATE LIABILITY ACROSS ALL CLAIMS IN ANY TWELVE-MONTH PERIOD EXCEED $10,000.
d. No Consequential Damages. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, LOSS OF BUSINESS, OR LOSS OF REVENUE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
e. Exclusions from Cap. Nothing in this Section limits liability arising from fraud, intentional misrepresentation, or willful misconduct.
14. INSURANCE
Customer shall maintain commercial general liability insurance and property insurance covering the full insurable value of Customer's Premises and contents. Customer and all parties claiming through Customer waive all rights of subrogation against PCSI and its subcontractors for losses intended to be detected by the System or covered by Customer's property insurance.
15. CANCELLATION OF SCHEDULED SERVICE
If Customer cancels a scheduled service visit with less than twenty-four (24) hours' notice, or if PCSI technicians arrive and are denied access, Customer shall pay a cancellation fee equal to the applicable minimum service call charge. For multi-day service engagements, cancellation with less than forty-eight (48) hours' notice shall incur a fee equal to one day of scheduled labor.
16. FORCE MAJEURE
Neither party shall be liable for any delay or failure to perform under this Agreement due to causes beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemic or public health emergency, war, civil unrest, government action or regulation, supply chain disruptions, labor disputes, or failure of third-party communication or utility networks. The affected party shall provide prompt written notice of the force majeure event and shall use commercially reasonable efforts to resume performance as soon as practicable.
17. LIEN RIGHTS
PCSI and any subcontractor engaged by PCSI who is not paid for work performed or materials furnished may assert a claim against Customer or the owner of the Premises in accordance with applicable California mechanics' lien laws. If Customer does not own the Premises, Customer represents that the property owner has authorized the installation and servicing of the System under the terms of this Agreement.
18. SUBCONTRACTING AND ASSIGNMENT
a. PCSI's Right. PCSI may subcontract any portion of the Services to qualified third parties and may assign this Agreement without Customer's prior consent. PCSI shall remain responsible for the performance of its subcontractors. Upon a valid assignment, PCSI shall be relieved of obligations assumed in writing by the assignee.
b. Customer's Restriction. Customer may not assign or transfer this Agreement or any rights hereunder without PCSI's prior written consent, which shall not be unreasonably withheld. Any unauthorized assignment shall be void.
19. NON-SOLICITATION
During the term of this Agreement and for two (2) years following its termination or expiration, Customer shall not directly solicit, recruit, or hire any PCSI employee who was assigned to perform Services under this Agreement. In the event of a breach, PCSI shall be entitled to seek injunctive relief and, as liquidated damages (the parties acknowledging that actual damages are difficult to calculate), an amount equal to six (6) months of the applicable employee's most recent monthly base compensation.
20. DISPUTE RESOLUTION AND GOVERNING LAW
a. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict-of-laws principles.
b. Good Faith Negotiation. The parties agree to attempt to resolve any dispute through good-faith negotiation before initiating formal proceedings.
c. Binding Arbitration. Any dispute not resolved through negotiation shall be submitted to final and binding arbitration administered by Arbitration Services Inc. (www.ArbitrationServicesInc.com) under its Commercial Arbitration Rules, before a single arbitrator. No punitive damages may be awarded in arbitration.
d. Venue. All arbitration proceedings and any litigation between the parties shall be conducted in Orange County, California.
e. Attorneys' Fees. The prevailing party in any arbitration or litigation arising out of this Agreement shall be entitled to recover its reasonable attorneys' fees and costs from the non-prevailing party.
f. Statute of Limitations. Any action by Customer against PCSI must be commenced within one (1) year of the accrual of the cause of action or shall be barred.
g. Jury Waiver. To the fullest extent permitted by applicable law, each party waives its right to a trial by jury in any action arising out of or relating to this Agreement.
21. GENERAL PROVISIONS
a. Entire Agreement. This Agreement, together with the applicable Proposal and any attached Schedule of Equipment and Services, constitutes the complete and exclusive agreement between the parties and supersedes all prior and contemporaneous agreements, representations, and understandings.
b. Amendments. No modification of this Agreement shall be binding unless made in writing and signed by authorized representatives of both parties.
c. Severability. If any provision of this Agreement is held invalid or unenforceable, such provision shall be modified to the minimum extent necessary to make it enforceable, and all remaining provisions shall continue in full force and effect.
d. Waiver. Failure by either party to enforce any provision shall not constitute a waiver of that party's right to enforce such provision in the future.
e. Notices. All notices required under this Agreement shall be in writing and delivered by certified mail, overnight courier, or email (with confirmation of receipt) to the addresses identified in the Proposal.
f. Additional Taxes. Customer shall pay all applicable sales, use, excise, and property taxes, as well as any government-mandated fees, arising from the performance of Services or supply of Equipment under this Agreement.
g. Third-Party Vendor Portals. Customer agrees to reimburse PCSI for all reasonable fees incurred by PCSI in connection with third-party vendor portal registrations, insurance certificate requests, W-9 submissions, and similar compliance requirements imposed by Customer.
h. Credit Card Surcharge. A service fee of 2.95% shall be added to all payments made by credit or debit card.
i. Licenses. Pyro-Comm Systems, Inc. is licensed by the California Bureau of Security and Investigative Services (ACO #5998) and the California Contractors State License Board (CSLB #612153).
PROPOSITION 65 WARNING: Equipment and packaging may contain components with chemicals known to the State of California to cause cancer, birth defects, or other reproductive harm.
These Terms and Conditions are available at www.pyrocomm.com/terms/break-fix. By approving any Proposal referencing these Terms, Customer confirms having had the opportunity to review them.
Pyro-Comm Systems, Inc. | 15215 Alton Parkway, Suite 100, Irvine, CA 92618 | (714) 902-8000 | www.pyrocomm.com