Terms & Conditions

DEFINITIONS AND INTERPRETATION

In these Conditions, the Rate Schedule and every Quote, Order, Plan, contract, or other arrangement in connection with the supply of Goods or Services by American Sound and Electronics, Inc. (“ASEI”), the following words have the following meanings:

In these Conditions, the Rate Schedule and every Quote, Order, Plan, contract, or other arrangement in connection with the supply of Goods or Services by Us, unless the contrary intention appears:

APPLICATIONS OF THESE CONDITIONS

Unless otherwise agreed by Us in writing, these Conditions are deemed incorporated in and are applicable to (and to the extent of any inconsistency will prevail over) the terms of every Quote, Order, Plan, contract, or other arrangement in connection with the supply of Goods and/or Services by Us to You.

Additional Conditions are found in the ASEI Master Service Agreement, which covers any Conditions not covered by this Agreement.

The invalidity or enforceability of any one or more of the provisions of this Agreement will not invalidate, or render unenforceable, the remaining provisions of this Agreement.

COMMITMENT TERM

The minimum term that You acquire the service for is outlined in Our Quote to You, beginning from the first of the next month after the date of signing or approving the Quote.

After the expiry of the Committed Term, an extension of the Term will automatically commence for the same period as the original Committed Term and will continue indefinitely, unless earlier terminated by you as specified in the Term and Termination Clause of the Master Service Agreement.

REPRESENTATIONS

You acknowledge that no employee or agent of Ours has any right to make any representation, warranty or promise in relation to the supply of Goods or Services other than subject to and as may be contained in the Conditions.

NOTICES

Any notices given under the Conditions shall be in writing and sent by e-mail to the last notified e-mail address of Yours.

VARIATION OF THESE TERMS AND CONDITIONS

We may at any time vary these Terms and Conditions by publishing the varied Terms and Conditions on Our website. You accept that by doing this, We have provided You with sufficient notice of the variation. We are under no other obligation to notify You of any variation to these terms and conditions.

GOODS AND SERVICES

QUOTES

Term and effect: Quotes will only be valid for 30 days unless otherwise specified in the Quote. A Quote is merely an invitation to You to place an Order with Us and the acceptance of a Quote by You will not create a binding contract between You and Us.

Quote is valid for 30 days only. Expiry dates on quotes are set to be able to inform Us when the quote is still active or to be discarded. Once discarded the quote will need to be requested again.

Once a quote has been confirmed by Us, then the prices in the quote will be confirmed as the final agreed price. A quote is confirmed as 'final' as soon as both parties agree with the final price after any last changes requested by You.

The price in the final quote may vary from the original request if there is any price or product changes requested by You. We reserve the right to alter product and prices in the quote, as long as the quote has not been confirmed with You.

Quotes and estimates shall be deemed to correctly interpret the original specifications and are based on the cost at the time the quote or estimate is given. If You later require any changes to the quotes, and We agree to the changes, these changes will be charged at Our prevailing rate.

Once the Quote has been confirmed and converted to an Order, the Order will be subjected to our normal Terms and Condition of Sale.

The general minimum turnaround time for Quote request to be actioned is usually 24 hours. In the event that a quote is required urgently please let us know so that we can respond to it accordingly.

When a special price or discount offer has been applied to this Quote, no other special promotion, discount or bonus offer will be applicable.

In the event that products in the Quote are subjected to any price and supply fluctuations that is outside of Our control We reserve the right to update the price and product in the Quote accordingly. If a product has undergone a price drop or a price increase, the Quote will then be adjusted accordingly. If there is a product that is no longer available, the product will then be replaced or substituted based on Your request and is subject to Your final approval.

Price on non-stocked products are subjected to Price and stock fluctuations and can only be confirmed once the Quote is turned into an Order. While We endeavor to honor every price quoted, if there is a price increase that is beyond our control, We reserve the right to increase the price as necessary.

Once a Quote has already passed the expired date, We may cancel the quote or estimate without having to notify or receive an approval from You.

ETA information is based on an estimate given by our vendors and cannot be held as the actual date promised.

Freight charges will be added to the Order unless otherwise stated. Any included delivery charges are estimates only.

We do not keep inventory and as such only order items once we receive a completed order from a client. If You would like to return an item or cancel an order, a restocking fee may apply. We will need to get approval from the distributor to ensure that the stock is returnable before being able to issue a refund as not all products can be returned.

Prices are based upon total Quote Purchase.

Unless Specified, all items on quote are covered by manufacturer’s warranty covering parts and labor for hardware only on a return to depot basis.

Varying or withdrawing Quotes: We may vary or withdraw a Quote at any time in Our absolute discretion and without prior notice to You. We may do so for any reason We consider fit, including, e.g. where the Goods or Services become unavailable or the cost price of Goods or Services increases after the date of the Quote.

ORDERS

Order forms: You may place an Order for Goods and/or Services with Us. Normally, We will require that You provide either a completed Order form or You approve the quote electronically via either an email or a web based system with the date and Your details, including Your full legal name or description and any applicable tax identification number (including the full name or description of any person on whose behalf the order is placed), Your address together with any relevant Quote number and date.

Approval of Orders: You will need to sign the Order or have it duly executed on Your behalf, unless the Order is sent by email or via the web based ordering system, in which case the Order will be treated or deemed as if signed by or on behalf of You by the person whose name appears as the sender of the email or submitter of the form.

Reliance on appearance of validity: Absent actual knowledge to the contrary, We may rely upon the apparent validity of an Order. If any Order is signed or sent by email or approved through the web based ordering system by a named person, that person warrants that the Order is, and it is acknowledged the Order is deemed in favor of Us to be:

Acceptance and Orders: An Order has no effect unless or until it is accepted by You in writing and, until We have received from You payment in clear funds for the Order and any related freight, delivery and (where applicable) in-transit insurance costs in clear funds.

No obligation to deliver: We are not obliged to deliver any Order until we have received payment in clear funds from You for the Order, any related freight, delivery and (where applicable) in-transit insurance costs or where We are unwilling or unable to complete the Order for any reason provided it refunds any payment made by You in respect of the Order.

Credit checks: For the purposes of ascertaining the credit standing or history of a prospective customer to whom We are considering extending credit or payment terms, You hereby consents to Us undertaking a credit reference check in respect to You.

Cancellation of Orders: You will not cancel an Order unless We agree to do so in writing in Our absolute discretion. You acknowledge that, amongst other things, We cannot cancel an Order once the manufacturer or supplier has dispatched the relevant Goods and that such dispatch often occurs the same day as the Order is placed by Us.

Processes and Procedures: We have processes and procedures that We follow in the course of the provision of Our Services and the supply of Goods. You agree to co-operate with Us and to comply with such processes and procedures as advised to You from time to time.

PRICING AND RATES

Rates exclude Tax: All rates and amounts charged or quoted for Goods and/or Services by Us are exclusive of Tax and any other applicable taxes or government charges (unless otherwise stated in writing by Us).

Rates Schedule: You must pay for Goods and Services at the Rates set out in any applicable Plan and the Rate Schedule as applicable from time to time during the provision of the Goods and/or Services.

Vary Rates: We reserve the right vary any Rate and/or the Rate Schedule from time to time (subject to any fixed pricing for specific periods in any Plan), in its absolute discretion and without notice to You.

Call-out fees: You acknowledge that call-out fees may be charged in addition to the Rates at Our absolute discretion and that the amount of the call-out fee will depend upon where the Services are provided.

Return/Cancellation Fee: Where We arrange a return or refund on behalf of You, or where an Order is cancelled by You after acceptance by Us, We may charge You a Return/Cancellation fee to cover the administration costs to Us in processing the return or refund, or in processing the Order, the cancellation and any refund. We may deduct the Return/Cancellation fee from out of any moneys otherwise due to be refunded to You by Us.

Expenses: You must pay any out-of-pocket expenses incurred by Us in providing the Services to You in addition to the Rates, charges and call-out fees, upon written demand. Such expenses will include travel costs, flights, car hire, petrol, insurance, taxi fares, accommodation and related meal allowance, tolls and car parking expenses. Where appropriate, We will obtain prior written authorization from You before such expenses are incurred.

Separate charges for Goods and Services: We may in Our absolute discretion charge for Goods separately from Services or may charge for Goods and Services together.

Calculation of increments: Where a charge is calculated based on increments of time, e.g. 1 hour or 30 minutes, We will charge the applicable rate for the whole increment of time even if work is done during part of, but not for the whole of, that increment of time.

Change in underlying costs: Without prejudice to any other rights of Ours under these Conditions, where there is any increase in the underlying costs incurred by Us in connection with the supply of Goods or Services to You, We may, in our absolute discretion, vary any of Our Rates.

Pre-Paid Blocks of Service: Where You agree to buy Pre Paid Blocks of Service during a Period, payment must be made in advance for the Pre-Paid Blocks of Service at the rate applicable pursuant to the Rates Schedule for all Services. Each such rate being less any discount agreed in writing between Us and You in respect of the Pre-Paid Blocks of Service. Services included in a Pre-Paid Block of Service rate during the Period:

SERVICES AND PLANS

Service and Plan Variations: Currently, We offer the Services and Plans referred to in the Rates Schedule and any Plan Schedule. We may withdraw the provision of, or vary the scope or terms of, or add to or change, the Services without notice to You, from time to time in Our absolute discretion.

Copies on Request: We will provide You with a copy of the current Rates Schedule upon request. Plan Schedules are tailored for particular Plans and are available to Clients participating in the Plan.

LABOR

On-site labor is subject to the following terms and conditions unless otherwise agreed by Us in writing or expressly stated in a Quote, Order, Plan, Plan Schedule, or Rate Schedule.

CONTRACTING

We may subcontract any or all of the Services to be performed but shall retain prime responsibility for the Services under these terms.

DELIVERY, TITLE AND RISK

Delivery liability: We will use all reasonable endeavors to dispatch Goods by the due date, but do not accept any liability for non-delivery or failure to deliver on time where this is caused by circumstances beyond the reasonable control of Ours, including, for example, due to failures in supply to Us or delays caused by third parties, such as delivery companies or manufacturers.

Availability to accept delivery: You must be available to accept the Goods at Your nominated delivery address during Business Hours unless otherwise arranged.

Passing of Risk: Delivery is deemed to take place when the Goods are delivered to Your nominated address, whereupon risks of loss, breakage and all damage and all other risks pass to You. Nothing in this clause will affect title to the Goods.

Obligation to insure: You will ensure that Goods are adequately insured from the time of delivery under the previous clause.

Retention of Title: Until We receive full payment in cleared funds for any moneys due to Us by You on any account or for any reason:

RETURNS AND CLAIMS FOR GOODS AND SERVICES

General Returns Policy: Notwithstanding anything in these Conditions, You acknowledge that We supply Goods subject to all applicable conditions, including returns and claims policies, of any relevant manufacturer or supplier. You will accept Goods subject always to these Conditions and the terms of such conditions and will indemnify and hold Us harmless in respect of any further or other obligation or any failure or default on the part of that manufacturer or supplier.

Customized Goods not returnable: Where Goods have some element of customization for You, are supplied pursuant to an Order for Goods that is in the opinion of Ours special or unusual, the Goods are obtained from overseas, the Goods are obtained from a supplier who is no longer trading, or the Goods are otherwise not readily returnable by Us to the manufacturer or supplier or any related services may not be cancelled, You may not return the Goods to Us or cancel the related services.

Duty to inspect: You will inspect all Goods immediately upon their delivery. Within 7 days of such delivery, You may give written notice to Us of any matter or thing, by reason of which You might wish to return the Goods, ask for a refund, or make a claim. If no such notice is given on time, You will accept the Goods without any such return, refund or claim.

Return Condition: Where You are entitled to return Goods under these Conditions, You must return the Goods in their original condition and unopened, provided always that where, upon opening the packaging it becomes apparent that the Goods are different to what is described on the packaging or that the Goods are faulty, the Goods may be returned.

Return costs: You will pay all costs and expenses incurred by Us in arranging the return of the Goods to a manufacturer or supplier and/or the cancellation of any related services unless that manufacturer or supplier pays such costs.

Consequences of use, installation, customization or sale: You will indemnify and hold Us harmless in respect of all allegations and claims in respect of Goods once such Goods have been used, installed, customized or re-sold by You (without prejudice to the recourse of such a customer to the manufacturer of the Goods).

HARDWARE AND COMPUTER UTILITY, FUNCTIONALITY AND FITNESS FOR PURPOSE

Service limitations given the science of computing: You acknowledge that a reasonable incident of the Services may involve trial and error and that it is a science applied often in novel or unknown circumstances and involving experiments. In particular, You acknowledge that the Services may involve tests, troubleshooting, advice and recommendations that may prove incorrect or inappropriate, particularly in an attempt to cure a problem You are having. While We will make what We consider (in Our absolute discretion) to be all reasonable endeavors to provide appropriate tests, troubleshooting, sound advice and good recommendations in order to assist You, You will always indemnify and hold Us harmless in the provision of our Services to You.

Reasonable Assistance Limits: We are only obliged to provide what We consider, in Our absolute discretion, to be reasonable assistance in the circumstances (including with the installation and customization of new software or hardware for You or any other Work) under any Plan and You will pay for additional work at the Rates unless otherwise agreed. Without limiting the discretion of Us to determine what reasonable assistance is, normally, reasonable assistance is limited to work done during Business Hours over a period of time not exceeding any period that We have allowed or allows for the Work or has estimated or estimates the Work will take, whether or not notice of the time allowed or estimated is given by Us to You.

Recommendations, suitability, functionality and fitness for purpose: The parties acknowledge that:

Testing Procedures: You will follow the instructions of Ours with regard to testing or troubleshooting any problems and that if those do not resolve the outstanding problems, We will, subject to these Conditions, allocate such resources as We consider reasonable in the circumstances towards their resolution.

PRODUCT SPECIFICATIONS

Alterations to Specifications: We make every effort to supply the Goods in accordance with the Order however We may supply alternate Goods subject to minor variations in actual dimensions and specifications where these are changed by the manufacturer of the Goods after the Order date and before delivery.

Substitute Goods: If We cannot supply the Goods ordered by You, We may supply alternate Goods of equal or superior quality provided however that You will not pay a higher price than the price Quoted or otherwise agreed for the Goods ordered.

WARRANTIES

Reliance on Manufacturer’s Warranty: You will rely on the warranties provided by the manufacturer of Goods supplied by Us (where applicable) and will deal direct with such manufacturer rather than Us for all claims covered by such warranties.

No claim for manufacturer’s default: You indemnify and hold Us harmless in respect of the performance or otherwise, by any manufacturer of Goods supplied to You by Us, of any of the obligations of such manufacturer in respect of such Goods. This includes any damages or moneys due to You arising under, or in connection with, any breach by the manufacturer of any the manufacturer’s warranties in respect of the Goods.

SERVICE LEVEL AGREEMENTS

The following are Our default Service Level Agreements (SLAs) consisting of Response Time (acknowledgement) and Guaranteed Time to Site:

Guaranteed Response TimeGuaranteed Time to SiteExample
Critical (P1)1/2 hour2 business daysAn executive boardroom or enterprise collaboration service is completely unavailable during a business-critical meeting, with no workaround.
High (P2)1/2 hour2 business daysVIP AV system is completely unavailable. An enterprise collaboration service is unavailable to a group of users.
Medium (P3)1/2 hour3 business daysA major component of an AV system has failed, but a workaround is possible.
Low (P4)1/2 hour5 business daysOne microphone, camera, or secondary display is intermittent or unavailable, while the room remains usable with alternative equipment.

All guaranteed response times are for subscribed customers only. Guaranteed time to site times are for customers with included on-site support.

SLA MEASUREMENT AND METHODOLOGY

The following terms define how Response Time and Guaranteed Time to Site are measured for purposes of SLA compliance.

Ticket Initiation and Start of SLA Clock: The SLA clock begins when a service request or incident (“Ticket”) is:

If a Ticket is submitted without sufficient detail, We may request additional information, and the SLA clock will not start until such information is received.

Response Time Measurement: Response Time is defined as the elapsed time between Ticket creation and the first meaningful response by a qualified resource. A “meaningful response” includes:

Automated responses (e.g., system-generated acknowledgments) do not count as a Response Time fulfillment; Response Time is considered met when a human technician engages the ticket. Automated responses may happen when alerts automatically create incidents, when ticketing platform integrations allow for Customer systems to push incidents to Our ticketing platform, or via other platforms integrated into Our ticketing system. These responses generally occur in less than 10 seconds, depending on methodologies use.

Guaranteed Time to Site Measurement: Guaranteed Time to Site is defined as the elapsed time between the point at which a remote support technician determines that an on-site visit is required and the arrival of Our technician at the Customer site. Guaranteed Time to Site is measured only during Business Hours at the Customer site, because on-site labor is provided during those hours unless otherwise agreed in writing. Time outside of this on-site labor window does not count toward the Guaranteed Time to Site measurement.

SLA Clock Pauses (“Stop the Clock” Conditions): SLA timing for Response Time and Guaranteed Time to Site will be paused under the following conditions:

During these periods, the SLA clock is suspended until the blocking condition is resolved.

SLA Clock Reset Conditions: In certain cases, SLA measurement may be reset or reclassified:

We reserve the right to assign a new priority level based on updated impact and urgency.

Customer Non-Response / Ticket Closure: If American Sound cannot proceed due to lack of Customer response:

Reopened Tickets may be treated as new Tickets depending on circumstances.

After-Hours and Business Hours Calculation: For Business Hours SLAs, time is measured only during Business Hours at the applicable Customer site. For 12/7 and 24/7 SLAs, time is measured continuously in calendar hours.

Tickets submitted outside Business Hours will start SLA timing at:

Measurement Standards: All SLA metrics are tracked using American Sound’s service management system. SLA compliance is evaluated based on:

SLA performance excludes periods where the clock is paused.

SLA EXCEPTIONS

SLA commitments shall not apply to delays or failures resulting from circumstances beyond Our reasonable control. Common exclusions include:

Customer-Related Causes

Third-Party Dependencies

Scheduled Maintenance

Force Majeure Events

Security Incidents Outside Scope

Unsupported or Out-of-Scope Systems

Customer Environment Conditions

SLA CONDITIONS

SLAs are targets, not guarantees, and are delivered on a commercially reasonable, best-effort basis.

SLA timelines may vary depending on complexity, Third-Party involvement, or system constraints.

Repeated SLA failures may be addressed through service reviews or contractual remedies.

OLA TARGETS

OLA targets are operational benchmarks used by American Sound to monitor response times and escalation activity within Our service process. These targets are intended to support consistent service delivery, timely technician engagement, and appropriate escalation to higher support tiers when required. OLAs are provided for informational purposes only and do not create separate or additional contractual guarantees beyond the Service Level Agreements expressly stated in this Agreement.

Service Level Agreement (SLA) Summary
MetricPerformance TargetService MeasureMetric DescriptionTargetMeasurement Window
Response Time<30 Minutes from Generation of incident/outageTime to notifyNumber of instances within performance target minus exclusions / total number of instances during Measurement Interval = percent (%) attained95%8 x 5 local time
Tier 2 Escalation2 Hours from generation of incident/outageTime to escalateNumber of instances within performance target minus exclusions / total number of instances during Measurement Interval = percent (%) attained95%8 x 5 local time
Tier 3 Escalation4 Hours from generation of incident/outageTime to escalateNumber of instances within performance target minus exclusions / total number of instances during Measurement Interval = percent (%) attained95%8 x 5 local time
On-Site Support48 Business Hours from generation of incident/outageTime to escalateNumber of instances within performance target minus exclusions / total number of instances during Measurement Interval = percent (%) attained95%8 x 5 local time

OUR RESPONSIBILITIES

SECURITY OBLIGATIONS

We shall implement and maintain commercially reasonable administrative, technical, and physical safeguards designed to protect systems, networks, and data within the scope of the Services, including both IT infrastructure and network-connected audiovisual (“AV”) systems.

Such obligations include, but are not limited to:

IT and AV System Security: We will apply industry-accepted practices to secure Your systems under Our management, including endpoint protection, patching, monitoring, and secure configuration of servers, workstations, and network-connected AV devices.

Access Control: We will implement reasonable measures to restrict access to Your managed IT and AV systems, including role-based access, credential management, and, where applicable, multi-factor authentication for administrative access.

Network and Configuration Security: We will configure Your systems in alignment with reasonable security practices, which may include network segmentation, firewall configuration, and separation of AV and corporate networks where appropriate to reduce attack surface and limit breach impact.

Monitoring and Incident Response: We will monitor Your systems in accordance with the Services and respond to detected issues within agreed service levels. Upon becoming aware of a security incident affecting systems under our management, We will take commercially reasonable steps to investigate, mitigate, and notify You.

Data Protection Measures: Where Services include handling or transmission of data (including audio/video communications), We will implement reasonable safeguards such as encryption (where applicable), secure transmission practices, and controlled data access.

Physical Security (Managed Environments): Where explicitly included in the Services, We will implement reasonable protections for AV and IT equipment under our direct control, such as securing racks, control rooms, or equipment enclosures from unauthorized access.

Personnel and Subcontractors: We will require personnel with access to Customer systems to adhere to confidentiality and security obligations consistent with this Agreement.

Limitations: Customer acknowledges that:

YOUR RESPONSIBILITIES

LODGING OF SERVICE REQUESTS

In order for Us to provide You with the agreed Service, You agree to follow Our process for lodging of Service Requests. Service request methods are provided during service onboarding. Service Requests that must be addressed outside of Business Hours must be lodged by phone (charges apply for After Hours work). If not, the Service Request will be viewed on Our next Business Day. This does not apply to 12/7 or 24/7 Service Agreements.

ACCESS TO SYSTEMS, SITES AND PEOPLE

In order to provide You with the agreed Service, You agree to give Us access to various items of Yours including but not limited to, equipment, people and sites as and when required.

You agree to allow Us to install software on Your Equipment that allows Our technicians to access Your systems at any time. This software allows Us to view system statuses, send monitoring information, see users’ desktops and control Your PC’s. This may require that devices are left on overnight or weekends.

THIRD PARTY AUTHORIZATIONS

At times We may need to contact Your third party providers on Your behalf, such as Your internet provider. Some of these providers may require Your authorization for Us to deal on Your behalf. It is Your responsibility to ensure that We are able to deal freely with these providers.

PAYMENT, LATE PAYMENT AND DEFAULT

Payment due date: All invoices issued to You are due and payable to Us within the terms stated on the invoice (unless otherwise agreed in writing). by cash, check, credit card or direct deposit in accordance with these Terms and Conditions and in the way set out in the Invoice.

30 days late: Where You fail to pay an invoice within thirty (30) days of the due date, We may, in Our absolute discretion and without prior notice, suspend or discontinue the supply of Goods and/or Services to You.

Recoveries: All legal and other costs and expenses incurred in connection with the recovery of late payments will be added to the amount due by You to Us and will be recoverable from You, in addition to the original invoice cost. If You default in payment of any invoice on time, moneys which would have become due by You at a later date shall be immediately due and payable without any further notice to You. Collectively, all of these moneys are referred to in these Conditions as a “Sum Due”.

Interest: If payment of any Sum Due is not made on time, We will charge interest daily on the Sum Due at the maximum rate allowed by law, calculated and charged daily on and from the due date until the Sum Due is paid in full.

Application of funds: All payments of the Sum Due made by You to Us will be applied as follows:

Security: We may require You to provide security over Your property (including the Goods or any other property of Yours) as collateral to be held as security for any Sum Due or as a condition precedent to the continuation of supply of Goods or Services by Us to You.

Payment arrangements: In the event that a repayment arrangement is made in relation to any Sum Due and the supply of Goods or Services is resumed, but then a repayment due under that arrangement is not made on time, We may, in Our absolute discretion and without prior notice, again suspend or discontinue the supply of Goods or Services to You.

Power of Attorney: You hereby irrevocably appoint Us as Your attorney to do anything We consider fit for the recovery of the Sum Due or the creation, perfection or enforcement of any collateral held or to be held as security for any Sum Due.

Other remedies: We may exercise any of Our rights and remedies including taking legal action against You for the recovery of any moneys due to Us, notwithstanding it may have exercised other rights under these Conditions.

SOFTWARE

All Software licenses are the responsibility of You and not that of Us. It is the duty of Yours to store all licenses for all Software used, so that that they can be reproduced if and when required. This includes all Software installed by Us.

You indemnify and hold Us harmless against any claim, allegation, loss, damage or expense arising directly or indirectly from:

All copyright in custom software remains the sole property of Ours unless alternate arrangements are made as part of a separate software agreement.

CYBERSECURITY

You acknowledge that modern AV and IT environments are interconnected and that security is a shared responsibility. You agree to the following:

Environment and Network Responsibility: You are responsible for maintaining the security of Your broader IT and physical environment, including networks, internet connectivity, identity systems, and any systems not managed by Us.

User Access and Credential Management: You will ensure that users follow secure practices, including safeguarding credentials, using strong passwords, and complying with access policies.

Physical Security of Equipment: You are responsible for protecting AV and IT equipment located in Your facilities from theft, tampering, or unauthorized access unless physical security is expressly included in the Services.

Cooperation and Timely Approvals: You will provide timely access, approvals, and information required for Us to implement updates, patches, security changes, or incident response actions.

Updates, Patch Windows, and Lifecycle: You acknowledge that maintaining secure systems requires regular updates and replacement of unsupported hardware/software. You are responsible for approving recommended upgrades or remediation actions.

Third-Party Systems and Integrations: You remain responsible for the security, compliance, and configuration of third-party platforms, cloud services, or AV/IT systems not explicitly covered under this Agreement.

Incident Reporting: You will promptly notify us of any suspected or actual security incidents, unusual system behavior, or suspected compromise affecting Your environment.

Compliance and Regulatory Requirements: You are responsible for identifying and complying with legal, regulatory, or industry-specific requirements (e.g., HIPAA, PCI), unless compliance services are explicitly included in the Services.

Backup and Data Responsibility: Unless expressly included in the Services, You retain responsibility for ensuring appropriate backup, retention, and recovery of data, including recordings, media, and system configurations.