“Client” means the individual, business, organization, or government entity purchasing goods or services from First Cordon USA.

“Company” refers to First Cordon USA.

“Agreement” includes these Terms and Conditions and any associated documents (such as proposals, quotes, maintenance schedules, and warranty/support terms).

“Hardware” means physical components supplied or installed by the Company.

“Software” refers to First Cordon USA’s proprietary AI-driven detection and response software, including any modules, updates, or integrations.

“Commissioning” means successful installation, testing, and approval of the system for operational use.

“License Fee” refers to the monthly recurring charge for Software access.

“Services” includes all tasks performed under this Agreement, such as site surveys, integration, installation, support, and system configuration.

This Agreement applies to the delivery, installation, configuration, and support of First Cordon USA’s Software and Hardware, as detailed in the accepted proposal or contract.

• A non-refundable upfront payment is required for the site survey and initial engagement.
• 50% of the Hardware amount is due upon installation.
• The remaining 50% is due upon final Commissioning and approval.
• Monthly License Fees are invoiced on the first Friday of each month for the preceding calendar month and are due within 7 days of invoice.
• All fees are exclusive of applicable sales tax unless stated otherwise.

The Client shall:

• Provide the Company and its representatives with site access and a safe working environment.
• Maintain sufficient power, network connectivity, and environmental conditions for the system to operate reliably.
• Train internal personnel to respond appropriately to system alerts and functions.
• Promptly notify the Company of any changes to site layout, hardware, or systems that may affect performance.

The Client authorizes First Cordon USA and its subcontractors to access and operate within the installation site(s) for the purpose of installing, testing, maintaining, or modifying the system. Delays caused by restricted or unsafe access may result in rescheduling charges.

The Company grants the Client a limited, non-exclusive, non-transferable, revocable license to use the Software solely at the licensed site(s) for internal business use. The Client may not:

• Copy, reverse engineer, or tamper with the Software;
• Sub-license or lease access to any third party;
• Use the Software beyond the agreed scope without written permission.

All intellectual property rights in the Software, system architecture, designs, and documentation remain exclusively with First Cordon USA. This Agreement does not transfer any ownership rights, and all modifications or feedback remain the Company’s property.

Unless explicitly included in the proposal or contract, ongoing maintenance is excluded. Refer to the attached Maintenance Schedule for any included or optional services, response times, or exclusions.

First Cordon Limited provides standard warranties consistent with applicable U.S. commercial and consumer law. Specific product warranties and extended coverage are set out in the attached Warranties and Support document.

To the fullest extent permitted by law:

• First Cordon Limited shall not be liable for any indirect, incidental, consequential, special, or punitive damages, including but not limited to loss of life, injury, data loss, business interruption, or reputational harm.
• Total liability for any claim shall not exceed the fees paid by the Client to the Company in the 12 months preceding the event giving rise to the claim.
• The Client agrees not to hold the Company liable for any response failure, system inaccuracy, or missed detection event.

The Client is responsible for obtaining appropriate insurance for their property, systems, and personnel. The Company maintains general liability and professional indemnity insurance but does not insure the Client’s risk of operational failure or property loss.

The Client agrees to:

• Comply with all applicable local, state, and federal regulations regarding surveillance, AI-based monitoring, and data privacy (including but not limited to CCPA, state-level surveillance laws, and school safety regulations);
• Secure all necessary consents or notices for use of surveillance equipment and AI monitoring on their premises.

Any scope change must be approved in writing by both parties. The Company reserves the right to revise project timelines and pricing accordingly. Work outside the originally agreed scope will not proceed until a formal variation is accepted.

Either party may terminate this Agreement with four (4) weeks’ written notice. Any unpaid fees or deliverables completed up to the date of termination remain due and payable.

In the event of a dispute:

1. Both parties will seek to resolve the issue through good-faith negotiations;
2. If unresolved within 10 business days, the matter shall be escalated to executive representatives;
3. If still unresolved, the parties agree to engage in non-binding mediation before initiating court proceedings.
   

This Agreement shall be governed by and interpreted in accordance with the laws of the State relevant to the operation in which First Cordons product is to operate, and applicable United States federal law. Any legal action must be brought in the courts of the selected jurisdiction.