Terms and Conditions
Hive Home Systems LLC d/b/a Hive Integration
1. Applicability.
(a) These terms and conditions of sale (these “Terms”) govern the sale of goods (“Goods”) and services (“Services”) by Hive Home Systems LLC, a Florida limited liability company d/b/a Hive Integration, with an address of 4517 George Rd, Ste 205, Tampa, FL 33634, Florida License No. EF20001416 (“Hive”), to the client named on the Proposal (“Client”). Notwithstanding anything herein to the contrary, if a written contract signed by both parties covers the sale of the Goods and Services, that contract shall prevail to the extent of any conflict with these Terms.
(b) The accompanying proposal (the “Proposal”) and these Terms, including the Exhibits (collectively, this “Agreement”), comprise the entire agreement between the parties and supersede all prior or contemporaneous understandings, agreements, negotiations, representations and warranties, and communications, both written and oral. These Terms prevail over any of Client’s general terms and conditions of purchase regardless of whether or when Client has submitted its purchase order or such terms. Fulfillment of Client’s order does not constitute acceptance of any of Client’s terms and conditions and does not serve to modify or amend these Terms. Unless accepted by Client within thirty (30) days of the date of the Proposal, the Proposal and this Agreement shall automatically expire. Upon approval of the Proposal, construction documentation will be provided as specified in the Proposal.
(c) Hive may, from time to time, change the Services without the consent of Client, provided that such changes do not materially affect the nature or scope of the Services, or the fees or any performance dates set forth in the Proposal.
(d) Hive’s Privacy Policy, available at https://hiveintegration.com/privacy-policy, describes how Hive handles Client’s personal information.
2. Delivery of Goods and Performance of Services.
(a) Hive is under no obligation to order any Goods or schedule any Services until Client has signed this Agreement and paid any required deposit or retainer and, if this Agreement is a home solicitation sale, the cancellation period described in Section 3(e) has expired.
(b) The Goods will be delivered within a reasonable time after Hive’s receipt of Client’s acceptance of the Proposal and payment, subject to availability of Goods. Hive shall not be liable for any delays, loss, or damage in transit.
(c) Hive shall use reasonable efforts to meet any performance dates specified in the Proposal, and any such dates shall be estimates only. If, because of unforeseen circumstances, the project requires labor or materials beyond those included in the Proposal, Client agrees to be invoiced for such additional labor at Hive’s then-current published hourly labor rates and for such additional materials at Hive’s then-current prices. Hive’s “No Surprises Policy,” which describes common circumstances that may increase the price of a project, is attached to this Agreement as Exhibit C.
(d) With respect to the Services, Client shall (i) cooperate with Hive in all matters relating to the Services and provide such access to Client’s premises, and such facilities, utilities, and storage space, as may reasonably be requested by Hive for the purposes of performing the Services; (ii) respond promptly to any Hive request to provide direction, information, approvals, authorizations, or decisions that are reasonably necessary for Hive to perform the Services in accordance with this Agreement; (iii) provide such Client materials or information as Hive may request to carry out the Services in a timely manner and ensure that such materials or information are complete and accurate in all material respects; and (iv) before the Services are to start, obtain and maintain all approvals and consents required from any homeowners’ or condominium association, building management, or other third party for Hive to access the property and perform the Services. Hive shall obtain the building permits required for the work within its scope, and permit fees shall be charged to Client as provided in Section 12(c).
(e) Title and Risk of Loss. Risk of loss to the Goods passes to Client upon delivery to Client’s property or upon pickup by Client. Title to the Goods passes to Client upon Hive’s receipt of payment in full for those Goods. Until then, Client grants Hive a security interest in the Goods to secure payment, and Hive may file any documents needed to perfect that interest.
(f) Project Readiness. If Client’s property is not ready for delivery or installation of Goods ordered under this Agreement, including because of delays by Client’s builder or other contractors, Hive may invoice Client for those Goods upon Hive’s receipt of them, and Client shall pay that invoice under Section 13. Goods held by Hive for more than thirty (30) days after Hive notifies Client that they are ready are subject to the storage fee in Section 3(c).
(g) Permit and Commencement Periods. Hive will apply for permits and commence work in accordance with the project schedule. To the extent Section 489.126(2), Florida Statutes, applies to this Agreement, Client agrees in writing to such longer periods for applying for permits and commencing work as the project schedule requires.
3. Cancellation.
(a) Custom Goods. Goods identified in the Proposal as custom or special-order are ordered specifically for Client and cannot be returned once ordered. Once the Proposal is approved, Hive will purchase and/or request the Goods, subject to Section 2(a).
(b) Cancellation Charges. If Client cancels this Agreement other than (i) for Hive’s uncured material breach under Section 22(b) or (ii) within the cancellation period described in Section 3(e), Client shall pay Hive: (A) all amounts for Services performed through the date of cancellation, at the rates in the Proposal; (B) the cost of all Goods ordered that cannot be returned to the supplier, plus any restocking or return fees charged to Hive; (C) the Design Retainer, which is non-refundable; and (D) as liquidated damages for lost overhead and profit, and not as a penalty, fifteen percent (15%) of the portion of the Total Price not covered by (A) and (B). The parties agree that Hive’s lost overhead and profit would be difficult to calculate at the time of signing and that this amount is a reasonable estimate of it. Any Goods paid for under (B) shall be delivered to Client or held for pickup under Section 3(c). Hive may apply any deposits or payments received against these amounts and shall refund any excess to Client.
(c) Standard Goods. Goods not identified in the Proposal as custom or special-order must be paid in full prior to or at the time they are picked up. Once Hive provides notice that such Goods have arrived, Client must pick them up within thirty (30) days. Any delay on the part of Client in collecting Goods will result in a monthly storage fee equal to $100 per cubic yard occupied by the Goods. Hive does not accept return of any installed equipment. For standard Goods that have been ordered but not installed, Hive will charge fifteen percent (15%) of the purchase price as a restocking fee (“Restocking Fee”). Client must pay the Restocking Fee before Hive will provide any credit or exchange.
(d) Project Suspension by Client. If Client does not permit Hive to perform the Services for sixty (60) consecutive days, other than because of Hive’s breach or a Force Majeure Event, Hive may, upon written notice to Client, treat this Agreement as canceled by Client under Section 3(b).
(e) Home Solicitation Sales. If this Agreement is a home solicitation sale under Section 501.021, Florida Statutes, or a sale covered by the Federal Trade Commission’s Rule Concerning Cooling-Off Period for Sales Made at Homes or at Certain Other Locations, Client may cancel this Agreement without penalty as described in Exhibit B, and Section 3(b) shall not apply to a timely cancellation.
4. Design.
All drawings, designs, and specifications are contingent upon agreement and the payment of a non-refundable design retainer (“Design Retainer”). Because preparation of a Proposal requires system design and engineering by a professional systems integrator, the Design Retainer covers the initial Proposal and up to two (2) rounds of revisions, and may include supporting documentation such as a scope-of-work summary, device location drawing, and conceptual renderings of the system as requested by Client. Additional revisions require an additional Design Retainer. The Design Retainer will be credited toward the Total Price if Client accepts the Proposal.
5. Shades.
(a) Once the Proposal has been accepted and the required deposit paid, Hive shall schedule a trained shade technician to take final measurements within seven (7) business days after Client notifies Hive that the site is ready. For new construction, the site is ready only after all drywall, trim, window cranks, baseboards, and flooring have been installed. To reduce the light gap, all shades are “standard roll” (roll toward the window). If Client, to accommodate large door handles, window cranks, door closers, or for any other purpose, requires “reverse roll” shades, Client must notify Hive before final measurements. All shades are custom and measured to the smallest light gap possible on all sides. If Client requires a smaller gap due to large or oversized baseboards, Client shall notify Hive in writing before final measurements.
(b) Upon Client’s request, Hive shall provide Client with the pocket size for the shades being installed; pocket sizes can also be found on the manufacturer’s website. All pockets must be at least 2” larger in all dimensions to allow for proper installation of shades. Hive is not responsible for making the pockets and is not responsible if pockets are not made to the specifications provided. Client understands and acknowledges that where custom pockets are required and Client requests changes to the product fabric after this Agreement has been signed, such fabric changes may affect the size of the pocket needed.
(c) Unless included in the Proposal, all remote controls are sold separately.
(d) All measurements and selections associated with shades are final. Client understands, acknowledges, and agrees that any errors in information supplied by Client, or changes requested by Client after the Proposal has been signed, may result in additional costs for return and reorder of shades and a Change Order Fee.
(e) Client may change fabric or material until ten (10) business days after final measurements are taken. After that date, any change will require Client to purchase a new set of shades.
6. Signal Strength; Client-Supplied Equipment.
Upon completion of the project, Hive’s technicians will perform a signal strength test. If necessary, Hive will provide recommendations to enhance the network. To achieve the desired coverage, additional extenders, controllers, and other devices may be needed. Hive cannot guarantee that any Client-supplied equipment will function with the control system proposed, and additional parts and labor may be needed to integrate Client-supplied equipment. Hive is not responsible for the performance of, or any warranty on, Client-supplied equipment.
7. Security, Network, and Connected Systems.
(a) Not an Insurer. Client understands that security, surveillance, and alarm systems are intended to reduce risk, not to guarantee against loss, theft, damage, or injury, and that Hive is not an insurer. Client should maintain adequate insurance. Alarm monitoring and any recurring service plan, if provided, are governed by a separate agreement.
(b) Client’s Network and Accounts. Client is responsible for its internet service, the security of its network and device passwords after installation, and installing software and firmware updates, except as included in a separate service plan. Hive is not responsible for any interruption, outage, or unauthorized access to Client’s network or devices arising from causes outside Hive’s control.
(c) Remote Access. Client authorizes Hive to install and use remote monitoring and management tools on Client’s network and systems, and to access Client’s systems remotely, for the purposes of installing, configuring, supporting, and servicing them. Hive may collect device, network, and diagnostic data through these tools for those purposes and will handle that data under Hive’s Privacy Policy. Client may revoke this authorization by written notice, in which case remote support will not be available.
(d) Cameras and Recording. Client decides where cameras and microphones are placed and how they are used, and Client is responsible for complying with all laws governing video and audio recording, including Florida law requiring the consent of all parties to record oral communications.
(e) Third-Party Software and Services. Many Goods depend on software, applications, cloud services, and subscriptions provided by manufacturers or other third parties, which are governed by those parties’ terms. Those parties may change, charge for, or discontinue them at any time. Unless included in the Proposal, subscription and renewal fees are Client’s responsibility, and Hive is not responsible for any such change or discontinuation.
8. Existing Systems.
If the Services involve equipment, wiring, or programming installed by others, Hive is not responsible for pre-existing conditions, undocumented wiring, missing project files or credentials, or defects in work performed by others. Unless stated in the Proposal, work required to investigate, document, or correct such conditions is not included in the Total Price and will be billed at Hive’s then-current published hourly labor rates.
9. Programming and Project Files.
Hive retains all intellectual property rights in the programming, configurations, and project files it creates (“Programming”). Upon payment in full, Client receives a perpetual, non-exclusive license to use the Programming at the property, which transfers with the property. After payment in full and upon Client’s written request, Hive will provide Client the system project files and transfer any dealer or remote-access accounts to Client or Client’s designated service provider, to the extent the manufacturer permits. Time required for the transfer will be billed at Hive’s then-current published hourly labor rates. Hive is not responsible for the system after the Programming is changed by anyone other than Hive.
10. Client’s Acts or Omissions.
If Hive’s performance of its obligations under this Agreement is prevented or delayed by any act or omission of Client or its agents, subcontractors, consultants, or employees, including any requests for changes, Hive shall not be deemed in breach of its obligations under this Agreement or otherwise liable for any costs, charges, or losses sustained or incurred by Client, in each case to the extent arising directly or indirectly from such prevention or delay. Changes to schedule or project timelines, unless mutually agreed upon in writing, shall not serve as cause for any delay in Client’s payment obligations to Hive.
11. Discontinued Goods.
If any Goods are obsolete, unavailable, or discontinued, Hive may, with Client’s written consent, replace them with comparable models of equal or greater value. If Client does not consent within five (5) business days after Hive’s request, Hive may remove the affected Goods from the Proposal and credit their price against the Total Price. To the full extent permitted by law, Client shall hold Hive harmless in all instances where Goods are unavailable, obsolete, or discontinued.
12. Price.
(a) Client shall purchase the Goods and Services from Hive at the prices set forth in the Proposal as of the date Client accepts the Proposal and pays any required deposit, subject to Section 12(d). If Hive changes its prices before Client accepts the Proposal and pays the deposit, Hive will issue a revised Proposal.
(b) All prices are exclusive of all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any governmental authority on any amounts payable by Client. Client shall be responsible for all such charges, costs, and taxes; provided that Client shall not be responsible for any taxes imposed on, or with respect to, Hive’s income, revenues, gross receipts, personal or real property, or other assets.
(c) Unless specifically included in the Proposal, the following are not included in the Total Price and are Client’s responsibility: electrical work (including line-voltage wiring, outlets, and circuits), plumbing, drywall repair, painting, cabinetry, permit fees, underground trenching, and laying or supplying conduit for outside wiring. Electrical and plumbing work that Hive arranges as part of the Services will be performed by appropriately licensed contractors.
(d) Manufacturer Price Changes. Equipment prices in the Proposal are based on manufacturer and distributor pricing as of the Proposal date. If a manufacturer or distributor increases the price of any Goods, including through tariffs, duties, or surcharges, before Hive orders those Goods, Hive may increase the Total Price by the amount of the increase upon written notice to Client with supporting documentation. Client may avoid any such adjustment by paying in full for the affected Goods, which Hive will then order and store at no charge for up to six (6) months until the property is ready for installation.
13. Payment Terms.
(a) The total amount to be paid by Client for the Goods and Services shall be the total price set forth in the Proposal (the “Total Price”), as adjusted by Change Orders and by any additional charges under Sections 2(c), 8, 12(d), and 21.
(b) Client shall make progress payments in accordance with the payment schedule set forth in the Proposal. Client understands and acknowledges that any payment schedule set forth in the Proposal shall be treated as an approximation.
(c) Client shall pay all invoiced amounts due to Hive on receipt of Hive’s invoice. Client may pay by wire transfer, ACH, cash, check, or Visa, Mastercard, American Express, or Discover. Credit card payments are subject to a surcharge of three percent (3%), not to exceed Hive’s cost of acceptance or the maximum permitted by applicable card network rules. No surcharge applies to debit or prepaid card payments. For recurring payments, such as alarm monitoring, only Visa and Mastercard will be accepted.
(d) Card Authorization. If Client provides a payment card to be kept on file, Client authorizes Hive to charge that card for deposits, progress payments, Change Orders, and other amounts due under this Agreement, as described in the card authorization form signed by Client. Client may revoke this authorization by written notice, without affecting amounts already due.
(e) Late Payments. Client shall pay interest on all late payments at the lesser of one and one-half percent (1.5%) per month (eighteen percent (18%) per year), calculated as simple interest, or the highest rate permissible under applicable law. In addition to all other remedies available under this Agreement or at law (which Hive does not waive by the exercise of any rights hereunder), Hive may suspend the delivery of any Goods or performance of any Services, and stop Goods in transit, if Client fails to pay any amounts when due.
(f) Because Hive must open, test, and burn in Goods, all Goods must be paid for before being delivered to Client’s property. Final payment of the Total Price is due upon Substantial Completion under Section 15.
(g) Client shall not withhold payment of any amounts due by reason of any set-off of any claim or dispute with Hive, whether relating to Hive’s breach or otherwise, except as permitted by Section 15(b). If Client initiates a payment dispute or credit card chargeback that is resolved in Hive’s favor, Client shall reimburse Hive for any chargeback fees imposed on Hive and Hive’s reasonable costs of collection.
14. Change Orders.
(a) Any change to the Services or Goods following acceptance of this Agreement shall be reflected in a writing mutually agreed upon by the parties (a “Change Order”) and shall not invalidate this Agreement.
(b) Client may request a Change Order by submitting a request to Hive in writing. Hive shall not proceed with any change to its obligations unless the change is documented in a Change Order executed by both parties and all payments related to the Change Order have been made.
(c) Unless waived in writing by Client, Hive shall, within fifteen (15) business days following receipt of the requested change, submit a proposal to Client stating the increase or decrease, if any, in the Total Price resulting from the change.
(i) Any increase in the Total Price, together with a $250 fee (the “Change Order Fee”), shall be due and payable at the time of Client’s approval of the Change Order. No Change Order Fee applies to a Change Order made for Hive’s convenience or to correct Hive’s error. For the avoidance of doubt, any increase attributable to a Change Order shall not be added to the remaining or final payment due at completion.
(ii) If a Change Order results in a decrease to the Total Price, the decrease will be applied as a reduction to the Total Price. For the avoidance of doubt, Client will still be responsible for immediate payment of the Change Order Fee.
(d) Notwithstanding anything to the contrary in this Agreement, no payment schedule adjustment will be binding on the parties unless expressly stated in a Change Order executed by both parties. Any increase in the Total Price and the Change Order Fee may be charged to a card Client has authorized under Section 13(d).
15. Completion and Punch List.
(a) The project is complete upon “Substantial Completion,” which occurs when the Goods are installed and the system is operational for its intended use, even if minor items remain to be adjusted or completed. Hive will notify Client when Substantial Completion occurs.
(b) Client shall deliver to Hive in writing any list of remaining items (the “Punch List”) within five (5) business days after Hive’s notice. Hive will complete the Punch List items within its scope within a reasonable time. Client may withhold from the final payment only the reasonable value of the incomplete Punch List items and shall pay that amount when they are completed. If Client does not deliver a Punch List within that period, the project is accepted, without affecting the Limited Warranty in Section 16.
16. Limited Warranty.
(a) Installation Warranty. Hive warrants to Client that for one (1) year from Substantial Completion (the “Warranty Period”), the Goods sold by Hive and the installation work performed by Hive will be free from material defects in materials and workmanship, such as defective wiring, terminations, connections, or mounting. Hive will not charge Client for labor to correct warranty defects during the Warranty Period.
(b) Adjustment Period. For thirty (30) days after Substantial Completion (the “Adjustment Period”), Hive will, at no charge, make programming adjustments and setting changes within the original scope of the Proposal and provide additional user training. After the Adjustment Period, those services, together with network troubleshooting and any other support not required to correct a warranty defect under Section 16(a), are provided under Client’s service plan, if any, or at Hive’s then-current hourly service rates.
(c) Exclusions. This Limited Warranty does not cover damage or failure caused by: lightning, power surges, or other electrical disturbances, including where Client declined surge protection or backup power recommended by Hive; water, fire, pests, or other casualty; accident, misuse, neglect, or improper environmental conditions; changes to equipment, wiring, or Programming made by anyone other than Hive; manufacturer software, firmware, or cloud-service changes; changes to Client’s internet service or network; Client-supplied equipment; or normal wear and tear.
(d) EXCEPT FOR THE WARRANTIES SET FORTH IN SECTION 16(a), HIVE MAKES NO EXPRESS WARRANTIES WITH RESPECT TO THE GOODS OR SERVICES. ANY IMPLIED WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE LIMITED IN DURATION TO THE WARRANTY PERIOD. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO CLIENT. THIS WARRANTY GIVES CLIENT SPECIFIC LEGAL RIGHTS, AND CLIENT MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE.
(e) Manufacturer Warranties. Goods manufactured by third parties (“Third-Party Products”) are covered by their manufacturers’ warranties, which Hive passes through to Client to the extent permitted. Hive will assist Client with service of Third-Party Products throughout the life of the manufacturer’s warranty; after the Warranty Period, such service is billed at Hive’s then-current hourly service rates.
(f) With respect to any Goods subject to a claim during the Warranty Period, Hive shall, in its sole discretion, either (i) repair or replace such Goods (or the defective part) or (ii) credit or refund the price of such Goods, provided that, if Hive so requests, Client shall, at Hive’s expense, return such Goods to Hive.
(g) With respect to any installation work subject to a claim during the Warranty Period, Hive shall, in its sole discretion, either (i) repair or re-perform the applicable work or (ii) credit or refund the price of such work at the pro rata contract rate.
(h) Client must notify Hive in writing of any warranty claim during the Warranty Period.
17. Limitation of Liability.
(a) IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER OR TO ANY THIRD PARTY FOR ANY LOSS OF USE, REVENUE, OR PROFIT, LOSS OF DATA, OR DIMINUTION IN VALUE, OR FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. THIS SECTION 17(a) DOES NOT LIMIT CLIENT’S OBLIGATION TO PAY THE TOTAL PRICE, CANCELLATION CHARGES UNDER SECTION 3(b), OR ANY OTHER AMOUNTS DUE UNDER THIS AGREEMENT.
(b) HIVE’S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, SHALL NOT EXCEED THE GREATER OF (i) THE TOTAL AMOUNTS PAID BY CLIENT TO HIVE UNDER THIS AGREEMENT OR (ii) THE INSURANCE PROCEEDS ACTUALLY PAID UNDER HIVE’S INSURANCE POLICIES FOR THE CLAIM.
(c) THE LIMITATIONS IN THIS SECTION 17 DO NOT APPLY TO LIABILITY FOR BODILY INJURY OR DEATH CAUSED BY HIVE’S NEGLIGENCE, OR TO HIVE’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, TO THE EXTENT SUCH LIABILITY CANNOT BE LIMITED UNDER APPLICABLE LAW.
18. Client Indemnity; Site Conditions.
Client shall indemnify and hold Hive harmless from claims, losses, and expenses (including reasonable attorneys’ fees) to the extent arising from (a) Client-supplied equipment, materials, or information; (b) the acts or omissions of Client or Client’s other contractors; or (c) concealed or hazardous conditions at the property, including asbestos, mold, lead, pests, or code violations not caused by Hive. If Hive encounters such a condition, Hive may stop work in the affected area until Client resolves it, and any resulting delay or added cost shall be handled by Change Order.
19. Third-Party Service Providers.
(a) Hive may retain third-party service providers and subcontractors to provide all or part of the Services without the prior written consent of Client. Provided Client has paid all amounts due under this Agreement, Hive shall hold Client harmless from any lien filed against Client’s property by Hive’s subcontractors or suppliers for work or materials provided under this Agreement.
(b) If Hive refers or recommends any third-party service provider, Hive shall not be liable or responsible for any work, product, service, act, or omission of that provider. Unless contracted by Hive, any work performed by a third-party service provider will be billed to Client directly by that provider.
(c) Upon request, Hive will assist Client in scheduling any third-party service provider.
20. Insurance.
During the term of this Agreement, Hive shall maintain, at its own expense, commercial general liability insurance with limits of at least $1,000,000 per occurrence and workers’ compensation insurance as required by Florida law. Upon request, Hive will provide Client a certificate of insurance.
21. Existing Structures.
(a) Client acknowledges and agrees that work in existing structures often involves unforeseen work and additional duration, and may inconvenience Client and Client’s household. Client agrees that any such unforeseen work, additional duration, or inconvenience shall not be used as the basis to request or demand discounted Goods or Services.
(b) Client acknowledges and agrees that the project may (i) cause damage to drywall and (ii) require additional electrical outlets, switches, or electrical relocation. Unless included in the Proposal, drywall repair, painting, and electrical work are Client’s responsibility under Section 12(c).
22. Termination.
(a) In addition to any other remedies under this Agreement, Hive may terminate this Agreement upon written notice to Client if Client (i) fails to pay any amount when due; (ii) fails to perform or comply with any other provision of this Agreement and does not cure the failure within ten (10) days after written notice from Hive; or (iii) becomes insolvent, files a petition for bankruptcy, or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization, or assignment for the benefit of creditors. Upon termination by Hive under this Section 22(a), Client shall pay the amounts described in Section 3(b) as if Client had canceled this Agreement.
(b) Client may terminate this Agreement upon written notice if Hive materially breaches this Agreement and fails to cure the breach within thirty (30) days after receiving written notice describing it. Upon such termination, Client shall pay for Goods delivered or ordered and Services performed through the termination date, and Section 3(b) shall not apply.
23. Waiver.
No waiver by either party of any of the provisions of this Agreement is effective unless explicitly set forth in writing and signed by the waiving party. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from this Agreement operates or may be construed as a waiver thereof. No single or partial exercise of any right, remedy, power, or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
24. Force Majeure.
Hive shall not be liable or responsible to Client, or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement when and to the extent such failure or delay is caused by or results from events beyond Hive’s reasonable control, including: (a) acts of God; (b) flood, fire, hurricane, earthquake, or explosion; (c) war, invasion, hostilities (whether war is declared or not), terrorist threats or acts, riot, or other civil unrest; (d) government order, law, or action; (e) embargoes or blockades in effect on or after the date of this Agreement; (f) national or regional emergency; (g) strikes, labor stoppages or slowdowns, or other industrial disturbances; (h) telecommunication breakdowns, power outages or shortages, lack of warehouse or storage space, inadequate transportation services, or inability or delay in obtaining supplies of adequate or suitable materials; or (i) other similar events beyond Hive’s reasonable control (each, a “Force Majeure Event”). This Section 24 does not excuse Client’s obligation to make payments to Hive. Hive shall give notice to Client within a reasonable time after becoming aware of the Force Majeure Event, stating the period of time the occurrence is expected to continue. Hive shall use diligent efforts to end the failure or delay and minimize the effects of the Force Majeure Event, and shall resume performance as soon as reasonably practicable after the cause is removed. If Hive’s failure or delay remains uncured for thirty (30) days following its notice under this Section 24, either party may thereafter terminate this Agreement upon written notice, and Client shall pay for Goods delivered or ordered and Services performed through the termination date.
25. Assignment.
Client shall not assign any of its rights or delegate any of its obligations under this Agreement without the prior written consent of Hive. Any purported assignment or delegation in violation of this Section 25 is null and void. No assignment or delegation relieves Client of any of its obligations under this Agreement. Hive may assign this Agreement, without Client’s consent, to an affiliate or to a successor in connection with a merger, acquisition, or sale of all or substantially all of its assets, and may assign its right to receive payment to any third party.
26. Relationship of the Parties.
The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
27. No Third-Party Beneficiaries.
This Agreement is for the sole benefit of the parties and their respective successors and permitted assigns, and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.
28. Mandatory Arbitration.
(a) ANY CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT, OR THE BREACH THEREOF, SHALL BE RESOLVED BY FINAL AND BINDING ARBITRATION HELD IN HILLSBOROUGH COUNTY, FLORIDA, BEFORE A SINGLE ARBITRATOR, ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION (“AAA”) UNDER ITS CONSUMER ARBITRATION RULES IF CLIENT IS AN INDIVIDUAL PURCHASING FOR PERSONAL, FAMILY, OR HOUSEHOLD USE, AND OTHERWISE UNDER ITS CONSTRUCTION INDUSTRY ARBITRATION RULES. JUDGMENT ON THE AWARD RENDERED BY THE ARBITRATOR MAY BE ENTERED IN ANY COURT HAVING JURISDICTION THEREOF. EXCEPT AS PROVIDED IN SECTION 28(b), THE ARBITRATOR, AND NOT ANY FEDERAL, STATE, OR LOCAL COURT OR AGENCY, SHALL HAVE EXCLUSIVE AUTHORITY TO RESOLVE ANY DISPUTE RELATING TO THE INTERPRETATION, APPLICABILITY, FORMATION, OR ENFORCEABILITY OF THIS AGREEMENT, INCLUDING THE ARBITRABILITY OF ANY DISPUTE BETWEEN THE PARTIES.
(b) INDIVIDUAL CLAIMS ONLY. EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE THE CLAIMS OF MORE THAN ONE CLIENT. ANY DISPUTE ABOUT THE VALIDITY OR ENFORCEABILITY OF THIS SECTION 28(b) SHALL BE DECIDED BY A COURT.
(c) Exceptions. Notwithstanding Section 28(a): (i) either party may bring an individual claim in small claims court in Hillsborough County, Florida, if the claim qualifies; (ii) Hive may record and preserve a construction lien and bring an action to foreclose it in any court of competent jurisdiction, and either party may ask that court to stay the action pending arbitration of the underlying claim; and (iii) either party may seek temporary or preliminary injunctive relief in court to prevent irreparable harm pending arbitration.
29. Governing Law.
This Agreement shall be governed by the laws of the State of Florida, without regard to its conflict of law principles. The arbitration provisions of this Agreement shall be governed by the Federal Arbitration Act and, to the extent not inconsistent, the Revised Florida Arbitration Code.
30. Attorneys’ Fees and Costs.
In any arbitration or court proceeding arising out of or relating to this Agreement, including any action to collect amounts due or to enforce a lien, the prevailing party shall be entitled to recover its reasonable attorneys’ fees and costs, including fees and costs incurred in collection and on appeal. Arbitration filing and administrative fees shall be paid as provided in the applicable AAA rules. The arbitrator or court shall resolve any dispute as to the reasonableness of any fees or costs awarded under this Section 30.
31. Waiver of Trial by Jury.
THE PARTIES UNDERSTAND AND FULLY AGREE THAT BY AGREEING TO ARBITRATE, THEY ARE GIVING UP THEIR CONSTITUTIONAL RIGHT TO HAVE A TRIAL BY JURY, AND ARE GIVING UP THEIR NORMAL RIGHTS OF APPEAL FOLLOWING THE ISSUANCE OF THE ARBITRATOR’S AWARD EXCEPT AS APPLICABLE LAW PROVIDES FOR JUDICIAL REVIEW OF ARBITRATION PROCEEDINGS. TO THE EXTENT ANY CLAIM PROCEEDS IN COURT UNDER SECTION 28(c), EACH PARTY WAIVES TRIAL BY JURY TO THE EXTENT PERMITTED BY LAW.
32. Notices.
All notices, requests, consents, claims, demands, waivers, and other communications hereunder (each, a “Notice”) shall be in writing and addressed to Hive at the address set forth in Section 1(a) and to Client at the most current address available in Hive’s records, or to such other address as the receiving party may designate in writing. Notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees prepaid), certified or registered mail (return receipt requested, postage prepaid), or email to the email address Client provided on the Proposal or to
33. Reviews.
Nothing in this Agreement restricts Client’s right to post honest reviews of Hive or to communicate with any government agency.
34. Photograph Consent.
Client consents to photographs and video images being taken of Client’s property by Hive, its technicians, and staff. Client understands that such images may be used for training or marketing purposes (website, print, digital, or social media) and that Client will not be entitled to compensation from Hive or any related party for their use. Hive will not publish Client’s name or address, images of people, or images showing the location of security cameras, sensors, alarm panels, or other security equipment without Client’s further written consent. Client may withdraw this consent at any time by written notice, and Hive will not use new images after receiving it.
35. Communications and Recording.
(a) Service Communications. Client agrees that Hive may send Client text messages and emails about scheduling, project updates, and payment reminders for the Services. Message and data rates may apply. Client may opt out of text messages at any time by replying “STOP.” Marketing messages will be sent only if Client separately opts in.
(b) Recording. Client consents to Hive recording and transcribing telephone calls and virtual meetings between Client and Hive for quality, training, and record-keeping purposes. Hive will notify participants at the start of a recorded call or meeting.
36. Notice Regarding Construction Defect Claims.
ANY CLAIMS FOR CONSTRUCTION DEFECTS ARE SUBJECT TO THE NOTICE AND CURE PROVISIONS OF CHAPTER 558, FLORIDA STATUTES.
37. Severability.
If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such term or provision shall be modified to the minimum extent necessary to make it enforceable, and such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction.
38. Survival.
Any provision of this Agreement which by its nature should survive termination or expiration will survive, including Sections 3 (Cancellation), 7 (Security, Network, and Connected Systems), 9 (Programming and Project Files), 12 (Price), 13 (Payment Terms), 16 (Limited Warranty), 17 (Limitation of Liability), 18 (Client Indemnity; Site Conditions), 19 (Third-Party Service Providers), 28 through 31 (Arbitration, Governing Law, Fees, and Jury Waiver), 33 (Reviews), 34 (Photograph Consent), 37 (Severability), and this Section 38.
39. Amendment and Modification.
These Terms may only be amended or modified in a writing stating specifically that it amends these Terms and signed by an authorized representative of each party.
40. Electronic Signatures; Counterparts.
This Agreement and any Change Order may be signed electronically and in counterparts, each of which is an original and all of which together are one instrument. Electronic signatures and records have the same effect as originals.
Exhibit A
Florida Construction Lien Law Notice (Fla. Stat. §713.015)
ACCORDING TO FLORIDA’S CONSTRUCTION LIEN LAW (SECTIONS 713.001-713.37, FLORIDA STATUTES), THOSE WHO WORK ON YOUR PROPERTY OR PROVIDE MATERIALS AND SERVICES AND ARE NOT PAID IN FULL HAVE A RIGHT TO ENFORCE THEIR CLAIM FOR PAYMENT AGAINST YOUR PROPERTY. THIS CLAIM IS KNOWN AS A CONSTRUCTION LIEN. IF YOUR CONTRACTOR OR A SUBCONTRACTOR FAILS TO PAY SUBCONTRACTORS, SUB-SUBCONTRACTORS, OR MATERIAL SUPPLIERS, THOSE PEOPLE WHO ARE OWED MONEY MAY LOOK TO YOUR PROPERTY FOR PAYMENT, EVEN IF YOU HAVE ALREADY PAID YOUR CONTRACTOR IN FULL. IF YOU FAIL TO PAY YOUR CONTRACTOR, YOUR CONTRACTOR MAY ALSO HAVE A LIEN ON YOUR PROPERTY. THIS MEANS IF A LIEN IS FILED YOUR PROPERTY COULD BE SOLD AGAINST YOUR WILL TO PAY FOR LABOR, MATERIALS, OR OTHER SERVICES THAT YOUR CONTRACTOR OR A SUBCONTRACTOR MAY HAVE FAILED TO PAY. TO PROTECT YOURSELF, YOU SHOULD STIPULATE IN THIS CONTRACT THAT BEFORE ANY PAYMENT IS MADE, YOUR CONTRACTOR IS REQUIRED TO PROVIDE YOU WITH A WRITTEN RELEASE OF LIEN FROM ANY PERSON OR COMPANY THAT HAS PROVIDED TO YOU A “NOTICE TO OWNER.” FLORIDA’S CONSTRUCTION LIEN LAW IS COMPLEX, AND IT IS RECOMMENDED THAT YOU CONSULT AN ATTORNEY.
______________________________________________
Owner Signature
______________________________________________
Owner Printed Name
______________________________________________
Date
Exhibit B
Home Solicitation Sale — Buyer’s Right to Cancel
Applies when Client signs at Client’s home or another location that is not Hive’s place of business
Part 1 — Statement to appear in the Proposal in immediate proximity to Client’s signature (Fla. Stat. §501.031(2); 16 C.F.R. §429.1(a))
BUYER’S RIGHT TO CANCEL
This is a home solicitation sale, and if you do not want the goods or services, you may cancel this agreement by providing written notice to the seller in person, by telegram, or by mail. This notice must indicate that you do not want the goods or services and must be delivered or postmarked before midnight of the third business day after you sign this agreement. If you cancel this agreement, the seller may not keep all or part of any cash down payment.
You, the buyer, may cancel this transaction at any time prior to midnight of the third business day after the date of this transaction. See the attached notice of cancellation form for an explanation of this right.
Part 2 — Notice of Cancellation form (16 C.F.R. §429.1(b)). Provide Client two completed copies, detachable from the contract.
NOTICE OF CANCELLATION
______________________________
(Date)
YOU MAY CANCEL THIS TRANSACTION, WITHOUT ANY PENALTY OR OBLIGATION, WITHIN THREE BUSINESS DAYS FROM THE ABOVE DATE.
IF YOU CANCEL, ANY PROPERTY TRADED IN, ANY PAYMENTS MADE BY YOU UNDER THE CONTRACT OR SALE, AND ANY NEGOTIABLE INSTRUMENT EXECUTED BY YOU WILL BE RETURNED WITHIN TEN BUSINESS DAYS FOLLOWING RECEIPT BY THE SELLER OF YOUR CANCELLATION NOTICE, AND ANY SECURITY INTEREST ARISING OUT OF THE TRANSACTION WILL BE CANCELLED.
IF YOU CANCEL, YOU MUST MAKE AVAILABLE TO THE SELLER AT YOUR RESIDENCE, IN SUBSTANTIALLY AS GOOD CONDITION AS WHEN RECEIVED, ANY GOODS DELIVERED TO YOU UNDER THIS CONTRACT OR SALE; OR YOU MAY, IF YOU WISH, COMPLY WITH THE INSTRUCTIONS OF THE SELLER REGARDING THE RETURN SHIPMENT OF THE GOODS AT THE SELLER’S EXPENSE AND RISK.
IF YOU DO MAKE THE GOODS AVAILABLE TO THE SELLER AND THE SELLER DOES NOT PICK THEM UP WITHIN 20 DAYS OF THE DATE OF YOUR NOTICE OF CANCELLATION, YOU MAY RETAIN OR DISPOSE OF THE GOODS WITHOUT ANY FURTHER OBLIGATION. IF YOU FAIL TO MAKE THE GOODS AVAILABLE TO THE SELLER, OR IF YOU AGREE TO RETURN THE GOODS TO THE SELLER AND FAIL TO DO SO, THEN YOU REMAIN LIABLE FOR PERFORMANCE OF ALL OBLIGATIONS UNDER THE CONTRACT.
TO CANCEL THIS TRANSACTION, MAIL OR DELIVER A SIGNED AND DATED COPY OF THIS CANCELLATION NOTICE, OR ANY OTHER WRITTEN NOTICE, OR SEND A TELEGRAM, TO HIVE HOME SYSTEMS LLC D/B/A HIVE INTEGRATION, AT 4517 GEORGE RD, STE 205, TAMPA, FL 33634, NOT LATER THAN MIDNIGHT OF ______________________.
I HEREBY CANCEL THIS TRANSACTION.
______________________________________________
(Date)
______________________________________________
(Buyer’s Signature)
Exhibit C
Our No Surprises Policy
At Hive Integration, we work to complete every project at the price we quoted. Some conditions can’t be seen until work begins, so this policy lists the most common reasons a project’s cost can change. That way you know about them before we start.
We consider it our responsibility to tell you in advance. If we find one of these conditions, we will let you know before doing the added work whenever possible, and we will document the change in writing.
Access and Scheduling
- We can’t access your home or business as scheduled for installation.
- Installation areas are inaccessible or unsafe.
- You or your representative aren’t available at project completion for user training and sign-off.
Conditions Inside Walls and Existing Systems
- Fire blocking or other hidden obstructions inside walls make it harder to run wire.
- Existing devices or wiring are incompatible or faulty.
- Equipment, wiring, or programming installed by another company is undocumented or needs correction.
- Access holes must be cut in walls or ceilings to run wire. Hive does not patch, sand, or paint, but we can refer you to licensed repair companies.
Client-Provided Items and Other Trades
- Integrating equipment you already own takes longer than expected.
- Network or internet equipment you provide causes complications or prevents completion.
- Contractors you hire, including a builder whose site isn’t ready, delay installation.
- Electrical outlets needed for installation are missing or inadequate. Hive does not perform electrical work, but we can refer you to licensed electricians.
- TV, internet, or phone service isn’t active, or the provider’s hardware hasn’t been delivered. If your provider can’t activate service by 5 p.m. the day before installation, please call our scheduling team at 813-938-1585, ext. 224.
Changes and Pricing
- You request programming or personalization beyond the original scope.
- A manufacturer raises prices, or tariffs or surcharges are added, on equipment we haven’t yet ordered. You can lock in pricing by paying for that equipment in full.
- Project delays require us to store your equipment for more than 30 days.
- Your control system, apps, or connected devices may require ongoing subscriptions for features such as remote access, voice control, or cloud backup. These fees are set by the manufacturer and are not included in your project price unless noted in your proposal. We’ll let you know about any subscription your system needs before installation.
Added labor is billed at our published hourly rates, and added materials at our current prices. Sections 2(c), 8, 12, and 14 of our Terms and Conditions explain how changes and added costs are handled.