Terms and Conditions

ZYSTEMA INC

TERMS & CONDITIONS OF SALE, INSTALLATION & SERVICE

Effective Date: 08/25/2026

These Terms & Conditions (“Terms”) apply to all proposals, estimates, quotations, invoices, sales, installations, programming, service calls, maintenance, monitoring, remote support, consulting, and other products or services provided by ZYSTEMA INC (“ZYSTEMA,” “Company,” “we,” “us,” or “our”) to the customer identified in the applicable proposal, estimate, work order, invoice, service agreement, or other written authorization (“Customer”).

By signing or electronically accepting a proposal, estimate, work order, service agreement, or other authorization; paying a deposit or invoice; authorizing work; or permitting ZYSTEMA INC to begin performance, Customer acknowledges and agrees to these Terms, subject to applicable law.

1. Scope of Work

ZYSTEMA INC will provide only the equipment, materials, labor, programming, installation, configuration, documentation, and other services specifically identified in the applicable written proposal, estimate, work order, or agreement.

Any item, service, feature, integration, repair, programming, wiring, equipment, permit, engineering service, patching, painting, finish work, electrical work, network modification, or other work not expressly included is excluded unless added through a written change order or other written authorization.

Drawings, plans, system designs, equipment lists, and quantities are based on information available when the proposal is prepared and may require modification due to actual field conditions, construction changes, manufacturer requirements, code requirements, or conditions that could not reasonably have been identified beforehand.

2. Proposals & Estimates

Unless otherwise stated in writing, proposals and estimates are valid for 30 days from the date issued.

Pricing may be revised after expiration due to changes in manufacturer pricing, labor costs, shipping, tariffs, taxes, duties, availability, market conditions, or other costs outside ZYSTEMA INC’s reasonable control.

Estimates are based on the information available at the time they are prepared. Additional work resulting from concealed conditions, incomplete or inaccurate plans, changes requested by Customer or other trades, construction modifications, or unforeseen site conditions may result in additional charges.

3. Deposits & Payment Terms

Payment schedules will be specified in the applicable proposal, invoice, or agreement.

Deposits may be required before equipment is ordered, programming begins, or labor is scheduled.

Unless otherwise stated in writing, payments become due according to the payment schedule regardless of delays caused by Customer, the general contractor, other trades, construction schedules, inspections, utility providers, internet service providers, manufacturers, or other parties outside ZYSTEMA INC’s reasonable control.

Final payment is due upon substantial completion of ZYSTEMA INC’s contracted scope unless otherwise specified in writing.

Customer may not withhold payment for minor punch-list items that do not materially prevent the system from performing its intended function.

Past-due balances may be subject to reasonable collection costs, attorneys’ fees where recoverable by law or contract, and interest or late charges to the maximum extent permitted by applicable law.

ZYSTEMA INC reserves the right to suspend scheduling, installation, programming, remote support, service, equipment delivery, or other work on accounts with past-due balances, subject to applicable law.

4. Equipment Orders & Special-Order Products

Equipment may be ordered after receipt of the required deposit or payment authorization.

Custom, programmed, configured, activated, opened, installed, special-order, made-to-order, cut-to-length, or non-returnable products may not be canceled or returned except as expressly approved by ZYSTEMA INC and permitted by the applicable manufacturer or distributor.

Approved returns may be subject to manufacturer, distributor, shipping, handling, restocking, and administrative charges.

Customer-requested cancellations after equipment has been ordered may remain subject to charges for committed materials, non-cancelable orders, completed engineering, programming, project management, labor, and other costs already incurred.

5. Product Availability & Substitutions

Equipment availability is subject to manufacturers, distributors, supply-chain conditions, product discontinuations, and other circumstances outside ZYSTEMA INC’s control.

If specified equipment becomes unavailable, discontinued, materially delayed, or superseded, ZYSTEMA INC may recommend reasonably comparable replacement equipment.

Any resulting difference in price, labor, programming, compatibility, or scope will be communicated to Customer before proceeding when Customer approval is required.

6. Change Orders & Additional Work

Any change to the original scope may result in additional charges.

Changes include, but are not limited to:

• Added or relocated devices

• Additional wiring or conduit

• Equipment substitutions

• Programming revisions

• Changes to plans or construction

• Work requested by Customer, builder, architect, designer, electrician, or other authorized project representative

• Additional site visits

• Work required because another trade changed or damaged previously completed work

• Work resulting from concealed or unforeseen site conditions

Changes may be documented through a written change order, revised proposal, email authorization, electronic approval, signed field authorization, or other written authorization acceptable to ZYSTEMA INC.

7. Construction Conditions & Site Access

Customer is responsible for providing reasonable and safe access to the project site and applicable work areas during scheduled installation and service periods.

Customer or the responsible contractor must ensure that the site is sufficiently ready for ZYSTEMA INC’s scheduled work.

Additional charges may apply for delays, remobilization, return trips, inaccessible work areas, incomplete construction, unavailable power or internet service, blocked equipment locations, or other conditions preventing scheduled work from being performed efficiently.

8. Work by Other Contractors

ZYSTEMA INC is not responsible for the workmanship, delays, errors, omissions, damage, configuration, or performance of builders, electricians, HVAC contractors, internet providers, security companies, architects, designers, drywall contractors, painters, cabinet contractors, pool contractors, landscape contractors, or other third parties.

Additional labor required to diagnose, correct, repair, reconfigure, or work around conditions created by others may be billed separately.

9. Existing Wiring & Equipment

When ZYSTEMA INC connects to, reuses, modifies, services, or integrates existing equipment or wiring, the Company does not guarantee the condition, reliability, compatibility, remaining useful life, or performance of that existing infrastructure.

Problems caused by pre-existing wiring, equipment, programming, network conditions, electrical conditions, environmental conditions, or previous installations are outside the original scope unless expressly included.

Troubleshooting and corrective work may be billed separately.

10. Structured Wiring & Prewire

ZYSTEMA INC will install low-voltage cabling according to the agreed scope and applicable professional practices.

After rough-in/prewire work has been completed, ZYSTEMA INC is not responsible for wiring that is cut, damaged, moved, covered, penetrated, removed, stapled, painted, modified, or otherwise affected by other trades or subsequent construction activities.

Repair or replacement of damaged wiring may result in additional charges.

Customer, builder, or general contractor is responsible for notifying ZYSTEMA INC before walls or ceilings are permanently closed when inspection, documentation, testing, or completion of the Company’s rough-in work remains necessary.

11. Network & Internet Services

Network performance depends on numerous factors outside ZYSTEMA INC’s control, including internet service provider performance, subscribed internet speeds, modem/ONT performance, construction materials, radio-frequency interference, client-device capabilities, cloud services, firmware, network traffic, and third-party equipment.

ZYSTEMA INC does not guarantee internet speed, Wi-Fi speed, uninterrupted connectivity, complete wireless coverage at every location, or performance beyond the technical capabilities of the installed system and third-party services.

Internet service plans, data limits, ISP charges, subscriptions, and carrier services are the Customer’s responsibility unless expressly stated otherwise.

12. Remote & Cloud Access

When applicable, Customer authorizes ZYSTEMA INC to remotely access supported systems and cloud-management platforms for legitimate purposes related to installation, configuration, diagnostics, maintenance, monitoring, updates, and technical support.

Remote access may expose technical information including device names, IP addresses, MAC addresses, system logs, equipment status, network statistics, alerts, configuration information, and other information necessary to administer supported systems.

ZYSTEMA INC will use reasonable professional practices when accessing Customer systems.

Customer may request termination of optional remote access, subject to technical limitations and any applicable service agreement. Doing so may reduce ZYSTEMA INC’s ability to remotely diagnose, monitor, maintain, or support the system.

13. Cybersecurity

ZYSTEMA INC will use reasonable professional practices when configuring supported network and technology systems; however, no network, firewall, password, encryption system, cloud platform, surveillance system, access-control system, or other technology can guarantee complete protection against cyberattacks, unauthorized access, malware, ransomware, data theft, privacy incidents, equipment compromise, or data loss.

Unless expressly included in a separate written agreement, ZYSTEMA INC does not provide 24/7 cybersecurity monitoring, managed detection and response, data backup, cyber-insurance, incident-response services, or a guarantee against cybersecurity incidents.

Customer remains responsible for maintaining appropriate passwords, account security, multi-factor authentication where available, data backups, cybersecurity policies, and other security measures appropriate for Customer’s environment.

14. CCTV, Surveillance & Audio Recording

Customer is solely responsible for determining the legality and appropriate placement and operation of surveillance cameras, microphones, recording devices, analytics, facial-recognition features, license-plate recognition, and other surveillance technologies.

Customer is responsible for obtaining any notices, permissions, or consents required by applicable law.

ZYSTEMA INC does not provide legal advice regarding surveillance or recording laws.

Unless specifically requested and legally authorized by Customer, audio recording should not be assumed to be part of a CCTV installation.

15. Access Control & Security Systems

Access-control, surveillance, intercom, network, automation, and related systems are technology tools and do not guarantee prevention of unauthorized entry, theft, property damage, injury, or other incidents.

Customer remains responsible for physical security procedures, credential management, emergency procedures, locks, keys, code compliance, and appropriate use of the system.

No security system should be interpreted as a guarantee that a protected event will not occur.

16. Smart Home & Automation Systems

Automation systems depend on multiple interconnected devices, networks, software platforms, cloud services, manufacturer APIs, third-party integrations, electrical power, and internet connectivity.

ZYSTEMA INC cannot guarantee that third-party manufacturers will maintain existing features, integrations, APIs, cloud services, applications, licensing models, or product support indefinitely.

Changes made by manufacturers or third-party service providers after installation may require additional programming, equipment, licensing, or service.

Such future work is not included unless expressly covered by an applicable service agreement or warranty.

17. Audio/Video Systems

System performance may be affected by room acoustics, construction, speaker placement, source quality, streaming services, internet performance, content formats, third-party equipment, and Customer preferences.

Any calibration or tuning performed by ZYSTEMA INC is intended to optimize performance within the capabilities and physical limitations of the installed system.

18. Lighting Control & Motorized Shades

Lighting-control and motorized-shade systems may depend on compatible fixtures, lamps, LED drivers, dimming protocols, motors, power supplies, wiring, fabrics, windows, construction tolerances, and third-party equipment.

ZYSTEMA INC is not responsible for incompatibility or performance issues caused by equipment or materials supplied by others unless the Company expressly agreed in writing to verify compatibility.

Shade fabrics, finishes, natural materials, and lighting products may exhibit reasonable variations in appearance, color, texture, alignment, light leakage, or manufacturing tolerances.

19. Programming & System Configuration

Programming, configuration, commissioning, user-interface customization, scenes, schedules, automations, presets, network configuration, and system documentation created by ZYSTEMA INC are provided for the system and scope identified in the applicable agreement.

Significant programming changes requested after approval, commissioning, or project completion may be billable.

Unauthorized changes made by Customer or third parties may affect system operation and may result in additional troubleshooting or reprogramming charges.

20. Software, Licenses & Subscriptions

Certain products and services may require manufacturer accounts, licenses, subscriptions, cloud services, applications, cellular service, internet service, or recurring fees.

Unless expressly included in writing, these recurring costs are the Customer’s responsibility.

ZYSTEMA INC is not responsible for future price increases, licensing changes, discontinued services, account restrictions, manufacturer policy changes, or subscription changes imposed by third parties.

21. Customer Accounts & Credentials

Customer is responsible for maintaining ownership and control of personal accounts, usernames, passwords, subscription credentials, cloud accounts, and other account information associated with Customer’s systems.

Where ZYSTEMA INC temporarily requires credentials to configure or service equipment, Customer authorizes such access solely for legitimate service purposes.

Customer should change temporary or shared passwords when appropriate after project completion.

22. Manufacturer Warranties

Equipment is subject to the applicable manufacturer’s warranty, if any.

ZYSTEMA INC does not extend, modify, or replace manufacturer warranties unless expressly stated in writing.

Warranty replacement equipment may remain subject to manufacturer approval, troubleshooting procedures, shipping requirements, availability, and processing times.

Labor, travel, programming, removal, reinstallation, shipping, and other costs associated with manufacturer warranty claims are not included unless expressly stated in the applicable ZYSTEMA INC warranty or service agreement.

23. ZYSTEMA INC Workmanship

ZYSTEMA INC warrants that its installation work will be performed in a professional manner consistent with the agreed scope.

Any specific workmanship warranty period will be stated in the applicable proposal, agreement, or warranty policy.

The workmanship warranty does not cover failures or damage caused by misuse, accidents, abuse, environmental conditions, lightning, power surges, water intrusion, pests, construction activity, third-party modifications, manufacturer defects, internet outages, software changes, normal wear, or circumstances outside ZYSTEMA INC’s reasonable control.

24. Service Calls

Unless covered by a written warranty or service agreement, troubleshooting, repair, maintenance, programming, remote support, and on-site service are billable according to ZYSTEMA INC’s applicable service rates.

Service charges may include labor, travel, diagnostic time, programming, materials, shipping, equipment, parking, tolls, or other applicable expenses.

A service visit may be billable even when the underlying problem is ultimately determined to have been caused by Customer equipment, an internet provider, electrical service, a manufacturer, software, a third-party platform, or another contractor.

25. Scheduling & Delays

Installation and service dates are estimates unless ZYSTEMA INC expressly guarantees a specific date in writing.

ZYSTEMA INC is not responsible for delays caused by circumstances beyond its reasonable control, including product shortages, manufacturer delays, shipping interruptions, weather, natural disasters, labor shortages, construction delays, inspections, permit delays, utility failures, internet outages, governmental actions, emergencies, or delays caused by Customer or other contractors.

26. Permits, Codes & Inspections

Responsibility for permits, engineering, drawings, inspections, and related fees will be determined by the applicable scope of work.

Unless expressly included in writing, permit fees, engineering fees, architectural modifications, inspections, and correction of pre-existing code violations are excluded.

ZYSTEMA INC may modify installation methods when reasonably necessary to comply with applicable codes, manufacturer requirements, or inspection requirements.

27. Drywall, Paint & Finish Work

Unless expressly included in writing, ZYSTEMA INC is not responsible for drywall repair, plaster, stucco, concrete repair, painting, staining, wallpaper repair, cabinetry, millwork, flooring, landscaping, waterproofing, or other finish work required as a result of installation or service.

ZYSTEMA INC will use reasonable care when performing work but cannot guarantee invisible access or penetration when existing finished construction must be opened to complete the requested work.

28. Customer-Supplied Equipment

ZYSTEMA INC may, at its discretion, install or integrate equipment supplied by Customer or third parties.

ZYSTEMA INC does not warrant Customer-supplied equipment and does not guarantee its compatibility, reliability, completeness, condition, or performance.

Additional labor required because of missing parts, defective products, incompatible equipment, firmware issues, configuration problems, or incomplete documentation may be billable.

29. Damage & Risk

ZYSTEMA INC will exercise reasonable care while working at Customer’s property.

ZYSTEMA INC is not responsible for concealed pipes, electrical wiring, structural components, plumbing, HVAC components, waterproofing, or other hidden conditions that were not reasonably discoverable before work began.

Customer should disclose known concealed conditions before installation.

30. Data & Backup Responsibility

Customer is responsible for maintaining backups of important data, configurations, recordings, files, passwords, and other digital information unless backup services are expressly included in a written agreement.

ZYSTEMA INC is not responsible for loss of data, recordings, configurations, or digital content resulting from hardware failure, software failure, cyber incidents, manufacturer actions, cloud-service failures, Customer actions, or other events outside the Company’s reasonable control.

31. Third-Party Products & Services

ZYSTEMA INC may integrate products or services manufactured, hosted, licensed, or operated by third parties.

ZYSTEMA INC does not control and is not responsible for third-party outages, discontinued products, cloud failures, software bugs, firmware changes, API modifications, cybersecurity incidents, subscription changes, licensing changes, manufacturer support policies, or other third-party actions.

Future service required because of such changes may be billable.

32. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ZYSTEMA INC WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOSS OF PROFITS, BUSINESS INTERRUPTION, LOSS OF USE, LOSS OF DATA, LOSS OF RECORDINGS, OR LOSS OF BUSINESS OPPORTUNITY, ARISING FROM PRODUCTS OR SERVICES PROVIDED BY ZYSTEMA INC.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, ZYSTEMA INC’S AGGREGATE LIABILITY ARISING FROM A PARTICULAR PROJECT, SERVICE, OR TRANSACTION WILL NOT EXCEED THE AMOUNT ACTUALLY PAID TO ZYSTEMA INC FOR THE SPECIFIC PRODUCT OR SERVICE GIVING RISE TO THE CLAIM.

Nothing in these Terms excludes or limits liability that cannot lawfully be excluded or limited.

33. Indemnification

To the extent permitted by applicable law, Customer agrees to indemnify and hold harmless ZYSTEMA INC and its officers, employees, and agents from third-party claims, damages, liabilities, and reasonable costs arising from Customer’s unlawful use of installed systems, Customer’s violation of applicable law, unauthorized surveillance or recording initiated by Customer, or modifications performed by Customer or third parties, except to the extent caused by ZYSTEMA INC’s negligence, willful misconduct, or other liability that cannot lawfully be excluded.

34. Suspension or Termination of Work

ZYSTEMA INC may suspend work for nonpayment, unsafe site conditions, material interference with its work, lack of required site access, or material breach of the applicable agreement, subject to applicable law and any required notice.

Customer remains responsible for amounts properly due for equipment ordered, work completed, authorized commitments, and reasonable demobilization or cancellation costs.

35. Ownership Until Payment

To the extent permitted by applicable law, title to equipment supplied by ZYSTEMA INC remains with ZYSTEMA INC until payment for that equipment has been received in full.

Nothing in this provision limits any lien, collection, or other remedy available to ZYSTEMA INC under applicable law.

36. Taxes, Tariffs & Government Charges

Applicable sales taxes and other governmental charges will be assessed as required by law.

Taxes may vary depending on the project location, applicable jurisdiction, products, and services ultimately invoiced.

Tariffs, import duties, manufacturer surcharges, freight adjustments, or governmental charges imposed or materially increased after a proposal is issued may be passed through to Customer when permitted by the applicable agreement and law.

37. Photography & Project Documentation

ZYSTEMA INC may photograph installed equipment, racks, wiring, and workmanship for internal documentation, quality control, training, warranty, and service purposes.

Customer-identifying information, private documents, security credentials, access codes, camera views, personal information, addresses, or other sensitive information will not intentionally be used for public marketing without appropriate authorization.

Public use of identifiable project photographs is subject to Customer authorization where required.

38. Intellectual Property & System Documentation

Unless otherwise agreed in writing, ZYSTEMA INC retains ownership of its proprietary templates, programming methods, design standards, drawings, documentation formats, proposal formats, software tools, and other pre-existing intellectual property.

Customer receives the rights necessary to use the completed system for its intended purpose, subject to applicable manufacturer and third-party licensing requirements.

39. Dispute Resolution & Governing Law

These Terms and any applicable agreement will be governed by the laws of the State of Florida, without regard to conflict-of-law principles.

Unless otherwise required by applicable law or agreed in writing, any legal proceeding arising from the applicable transaction shall be brought in a court of competent jurisdiction in the Florida county identified in the applicable agreement or, if no county is identified, the county in which ZYSTEMA INC maintains its principal place of business.

The parties are encouraged to make a good-faith effort to resolve disputes informally before initiating formal legal proceedings.

40. Entire Agreement

The accepted proposal, estimate, work order, service agreement, approved change orders, these Terms & Conditions, and any documents expressly incorporated by reference constitute the agreement between ZYSTEMA INC and Customer concerning the applicable project or service.

Any modification must be authorized in writing by ZYSTEMA INC and Customer or their authorized representatives.

41. Severability

If any provision of these Terms is determined to be invalid, illegal, or unenforceable, that provision will be enforced to the maximum extent permitted by law, and the remaining provisions will remain in effect.

42. No Waiver

Failure by ZYSTEMA INC to enforce any provision of these Terms on one occasion does not constitute a waiver of that provision or the right to enforce it later.

CUSTOMER ACKNOWLEDGMENT & ACCEPTANCE

By signing, Customer acknowledges that Customer has reviewed, understands, and agrees to the applicable proposal, scope of work, payment terms, and these ZYSTEMA INC Terms & Conditions of Sale, Installation & Service.

Customer further confirms that the person signing has authority to approve the work and bind the Customer to the applicable agreement.