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are you stuck with contract changes you don't know about / reimbursement for excess signal charges
July 30, 2018
are you stuck with contract changes you don't know about
    We’ve been using your contracts for many years and use them religiously.
    We’ve recently run into a situation where our customer received our contracts in printed form. They scanned them and returned them to us via email, which you advised in the past that this is satisfactory. When they scanned the contracts, they electronically altered the verbiage and returned them to us. They didn’t try to negotiate the terms, they just used a pdf editor and changed one of the paragraphs in the agreement, and faxed them back.
    We caught this one, but I can see where someone can alter a contract and it will go undetected, unless someone takes the time to read the contract word for word and compare it to the one that left here to ensure that it wasn’t altered.
    A case of seller beware. Once you approve the contract, you’re stuck with those terms.
Dan Zeloof
    It's true that the general rule of law is that you are responsible to read a contract before signing it, and you are held responsible if you don't bother to read it. However, that is not the scenario you have presented. You present a case of fraud, and for that you won't be held responsible as long as you act as soon as you find out about the deception.
    You send out a form contract in PDF. Without your knowledge the customer makes changes in the form, changes that are not highlighted and certainly intended by the customer to escape your attention. 
    For example. Let's pick one of the most important provisions, the Limitation of Liability clause. It applies "even if you are negligent ..." So the customer changes the word "even" to "unless". Doesn't tell you. In fact, sends you back an email that simple says, "signed your contract, it's attached". If these facts are proved and believed by the judge, it's a good bet that the judge will "reform" the contract to its original terms, back to "even". 
    If you find out about the change in terms and you do not challenge them, then you could be deemed to have accepted, ratified, the change.
    We could change the scenario and come to a different conclusion. You send out a Word doc and that gets redlined and passed around several times. Now you need to be more careful and could be held to have accepted the final terms. 
    One other scenario. If you send a contract that you have already signed, you would not be held to any change in terms that you were not aware of and consented to or at least did not object to because those changes were made after you signed the contract, without your knowledge or consent.
    This kind of situation is less likely to happen with paper contracts, but I suppose it could if the customer wanted to go to all the trouble of surreptitiously making the changes. Electronic contracts are easier to manipulate. I suppose this could not happen if you use one of the services that provide the platform for electronic contracts. 
    Start with a proper Standard Form Contract. If you do send it to a customer you could inquire if any changes were made. Be careful. Where there is will there is a way.
reimbursement for excess signal charges
    Thank you for all your great advice and comments on the forum. I have a question regarding the Fire All in One. I’ve used your contracts for many years but this is the first time I’ve come across a scenario like this. My question relates to passing overage charges from the central station to subscriber due to fire alarm being in a “runaway” condition. 
    The building is under construction and I am not installing the fire alarm I am only monitoring it. I am charged for overages from my central station (which is listed in The Alarm Exchange) for these runaway conditions. Usually, when there is a runaway condition it is my system and I can handle it before it gets out of control and am not charged. This is a different case. It has taken over 2 weeks to repair the runaway condition and was charged by the central station over $300 for the excess signals. The account sent in excess of 5,000 signals in a 2 week period.
    I reached out to the GC and Electrician responsible for the installation of the fire alarm many times to correct the problem and that there will be charges for the excess signals. They said it’s because of the way the installation went due to changes from the building owner. My thoughts are they just have no clue as to what they are doing and being responsible for their system. I would never leave a system I was installing in a condition like that regardless of whether I was monitoring the system or not.
    I’ve gone a long way around to ask this. The question is, how does the All in One contract address the excess signal billing? I couldn’t find anything regarding that.
Please keep me 
    The All in One agreements permit you to terminate monitoring when there are excessive signals, but there is presently no provision that requires the subscriber to reimburse you for charges assessed by the central station.       
    This omission in the All in One agreements has now been corrected and will be included in the 2019 contract updates
    Thank you for suggesting this update to the contracts.
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Ken Kirschenbaum,Esq
Kirschenbaum & Kirschenbaum PC
Attorneys at Law
200 Garden City Plaza
Garden City, NY 11530
516 747 6700 x 301
516 747 6700