General Terms & Conditions

Last updated: May 27, 2026

1. Scope and Application

1.1 These General Terms and Conditions ("GTC"), together with any Professional Services Agreement ("PSA") and/or Statement of Work ("SOW") (collectively, the "Agreement"), govern your ("Customer," "You," or "Your") purchase of professional services from Baltic Service LLC. Services include the design, implementation, verification, use, and maintenance of IP communication systems involving network video products, access control, voice-over-IP equipment, structured cabling, and related infrastructure ("Professional Services"). Baltic Service LLC and Customer are collectively the "Parties" and individually a "Party."

1.2 "Baltic Service" means Baltic Service LLC, a Florida limited liability company (EIN 84-3507433), with its principal office at 401 E Las Olas Blvd, Fort Lauderdale, FL 33301.

1.3 "IP Communication System" means a system encompassing any combination of: IP surveillance cameras; video encoders; access control hardware and software; intercoms and entry systems; voice-over-IP equipment; audio and PA systems; I/O modules; structured cabling and network infrastructure; computer hardware and software; environmental sensors; and video analytics.

1.4 Baltic Service is not bound by, and hereby expressly rejects, any terms and conditions in Customer's purchase order or other similar document that conflict with or add to the terms of this Agreement.

1.5 These GTC apply to all SOWs and PSAs between the Parties. The Parties may amend an executed SOW only by written agreement signed by both Parties.

1.6 In the event of conflict between these GTC and any SOW or PSA, these GTC shall control, except where the SOW specifically states that its terms supersede these GTC and only for the Professional Services covered by that SOW.

1.7 This Agreement concerns Professional Services only. Any purchase of products — whether based on recommendations provided as part of the Professional Services or not — must be made from an authorized distributor or reseller.

2. Customer Obligations

Customer acknowledges that Professional Services and their results depend on information supplied by Customer. As a condition of Baltic Service's obligations, Customer shall:

• Make personnel available for consultation as reasonably requested;
• Provide timely access to Customer's premises and facilities;
• Respond promptly to requests for direction, information, approvals, and authorizations;
• Ensure all information provided is complete and accurate in all material respects;
• Obtain and maintain all necessary licenses, consents, and regulatory approvals relating to Customer's business, premises, personnel, and equipment before Professional Services begin and throughout the engagement.

3. Delivery

Any delivery date stated by Baltic Service is a best estimate. If Baltic Service has reason to believe delivery cannot be effectuated on the expected date, Baltic Service shall inform Customer and advise when delivery is expected.

4. Acceptance

4.1 Unless otherwise stated in the applicable SOW, if Customer reasonably believes that Professional Services or Baltic Service Deliverables were not performed in substantial conformance with the SOW or PSA, Customer must notify Baltic Service in writing within ten (10) business days following completion (the "Acceptance Period"). The notice must specifically identify each alleged nonconformance. Baltic Service will use reasonable efforts to correct identified issues.

4.2 If Baltic Service does not receive notice within the Acceptance Period, the Professional Services and Deliverables shall be deemed accepted, and Customer waives any right of rejection.

5. Fees, Expenses, and Payment

5.1 Customer shall pay the fees specified in the applicable PSA or SOW. If Baltic Service reasonably determines that Customer's financial condition has materially deteriorated, Baltic Service may suspend performance until Customer provides reasonable security. If security is not provided within fifteen (15) days, Baltic Service may terminate the Agreement upon written notice. Acceptance of partial payment does not waive Baltic Service's rights as to remaining balances. Baltic Service is entitled to reimbursable expenses associated with collection of overdue amounts.

5.2 Customer shall pay all applicable federal, state, and local sales, use, value-added, excise, and other taxes assessed on the Professional Services, except taxes based on Baltic Service's income. If payment does not occur within the agreed term, Baltic Service reserves the right to suspend deliveries or services until the balance is fully paid.

6. Intellectual Property Rights and Licenses

6.1 Unless otherwise specified in an SOW, all deliverables — including drawings, guidelines, technical specifications, reports, analyses, work products, software, designs, and tools ("Baltic Service Deliverables") — and any intellectual property rights therein remain the exclusive property of Baltic Service, regardless of Customer's contribution.

6.2 Upon full payment of all fees and expenses, Customer is granted a non-exclusive, non-transferable, non-sublicensable license, unlimited in time, to use Baltic Service Deliverables solely for the purpose of designing, implementing, verifying, using, and maintaining an IP Communication System. Deliverables may not be reproduced, published, or distributed without Baltic Service's prior written consent.

6.3 Customer represents and warrants that it has the necessary rights to provide any Customer-supplied materials to Baltic Service for the performance of Professional Services.

6.4 Customer retains ownership of all intellectual property rights in Customer-provided materials. Baltic Service is granted a non-exclusive license to use such materials solely for providing Professional Services.

7. Warranty

7.1 Baltic Service will perform Professional Services in a competent and professional manner. Personnel performing services will have proper skill, training, and background. Performance is subject to Customer's timely cooperation and fulfillment of its responsibilities under this Agreement.

7.2 Customer must notify Baltic Service of any alleged breach of warranty before the end of the Acceptance Period. Baltic Service's entire liability and Customer's sole remedy for breach of warranty shall be, at Baltic Service's option: (i) reasonable efforts to correct the breach, or (ii) termination of the applicable SOW with a refund of the portion of fees corresponding to the breach.

7.3 Warranties do not apply to the extent Professional Services have been modified by persons other than Baltic Service or its authorized representatives.

7.4 Except as provided in this Section 7, Baltic Service provides all Professional Services and Deliverables "as is" without warranty of any kind, whether express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, accuracy, result, effort, title, and non-infringement. The entire risk as to quality, performance, accuracy, and results lies with Customer.

8. On-Site Services

For Professional Services performed on Customer's site, Customer agrees to: provide reasonable access to applicable documents, tools, equipment, facilities, and systems; provide a safe work environment for Baltic Service personnel; promptly inform Baltic Service of any safety hazards; and notify Baltic Service of any applicable onsite policies.

9. Limitation of Liability

9.1 Under no circumstances will either Party be liable for any special, indirect, incidental, exemplary, or consequential damages of any kind, whether based on contract, warranty, tort (including negligence), strict liability, or otherwise, even if advised of the possibility of such damage. This includes but is not limited to damages for loss of goodwill, profit, revenue, production, data, or software; costs of procurement of substitute products, equipment, or services; downtime costs; and work stoppage.

Exceptions: (a) Customer's violation of Baltic Service's intellectual property rights; (b) either Party's breach of confidentiality; (c) Customer's payment obligations; (d) any liability that may not be excluded by applicable law.

9.2 Baltic Service's entire liability under this Agreement shall be limited to the amount of fees paid by Customer for the Professional Services provided under the applicable PSA or SOW.

10. Confidentiality

10.1 Information marked "confidential" provided by one Party ("Disclosing Party") to the other ("Receiving Party") in connection with this Agreement shall be deemed Confidential Information. The existence and terms of this Agreement and all Baltic Service Deliverables are Confidential Information of Baltic Service regardless of marking.

10.2 The Receiving Party may use Confidential Information only for purposes set forth in this Agreement, copy it only as necessary, and disclose it only to employees or consultants who need to know.

10.3 Each Party shall take reasonable measures to safeguard the other's Confidential Information, exercising at least the same degree of care used for its own information of similar nature.

10.4 Confidentiality obligations do not apply to information that: (a) is publicly available; (b) was received from a third party without confidentiality obligation; (c) was already in the Receiving Party's possession; (d) was independently developed; or (e) must be disclosed pursuant to law or court order, provided the Receiving Party gives written notice to the Disclosing Party.

10.5–10.7 Each Party shall ensure compliance through appropriate confidentiality measures with employees and consultants. Upon termination, each Party shall cease using and return Confidential Information, retaining only copies required by law. The Disclosing Party shall have the right to injunctive relief for violations of this section.

10.8 Confidentiality obligations survive termination and remain in force for three (3) years.

11. Subcontractors

11.1 Unless otherwise specified, Baltic Service may engage subcontractors to fulfill its obligations, provided Baltic Service remains responsible for services provided by subcontractors.

11.2 Baltic Service may engage subcontractors for invoicing, payment collection, and related administrative functions.

12. Term and Termination

12.1 These GTC remain in effect from the effective date through completion of Professional Services as specified in the applicable PSA or SOW.

12.2 Either Party may terminate with immediate effect if the other Party: (a) materially breaches and fails to remedy within thirty (30) days of written notice; or (b) enters bankruptcy, liquidation, or insolvency proceedings.

12.3 Sections 6, 7.4, 9, 10, 17, and 20 survive termination.

13. Independent Contractors

The Parties are independent contractors. Neither Party is the agent, employee, or representative of the other. This Agreement does not create a partnership, joint venture, agency, or employment relationship. Baltic Service retains full control over its personnel performing Professional Services.

14. Force Majeure

14.1 Each Party is excused from performance to the extent prevented or delayed by causes beyond reasonable control, including strikes, fire, flood, war, government action, or Acts of God.

14.2 If fulfillment becomes impossible for more than ninety (90) consecutive days, either Party may terminate by written notice.

15. Amendments

No modification of this Agreement shall be binding unless made in writing and signed by authorized representatives of both Parties.

16. Entire Agreement

This Agreement, together with each executed SOW, PSA, and/or Standard Service Agreement, constitutes the entire understanding between Customer and Baltic Service regarding Professional Services and supersedes all prior agreements, proposals, and communications. Terms in Customer's purchase orders, invoices, or electronic procurement systems are null and void.

17. Publicity

Neither Party shall issue any press release, public announcement, or promotional material relating to this Agreement without the other Party's written approval. Photos, video, or other media captured during the engagement shall not be published on social media or other platforms without written consent.

18. Assignment

Neither Party may assign this Agreement without the other Party's prior written consent, except that Baltic Service may assign to its affiliates without Customer consent.

19. Miscellaneous

19.1 No waiver of any breach shall constitute a waiver of any other breach. Waivers must be in writing and signed by the waiving Party.

19.2 If any provision is found invalid or unenforceable, the remaining provisions remain in full force and effect.

19.3 All notices shall be in writing and delivered by email to the contact specified in the SOW. Notice is deemed delivered on the date received; if after 5:30 PM local time, it is deemed received at the start of the next business day.

19.4 Headings are for reference only and do not affect interpretation.

19.5 This Agreement is for the sole benefit of the Parties and their permitted successors and assigns.

20. Governing Law and Dispute Resolution

20.1 This Agreement shall be governed by the laws of the State of Florida, excluding its choice-of-law provisions.

20.2 Any dispute arising out of or relating to this Agreement shall be finally settled by binding arbitration administered in Miami-Dade County, Florida. The language of proceedings shall be English.

20.3 All arbitral proceedings shall be kept strictly confidential. Information disclosed during proceedings may not be shared with third parties without written consent, except as required by law or to safeguard a Party's rights.

21. Communication Consent

21.1 By providing your phone number and/or email address to Baltic Service, you consent to receive communications from us related to your project, including service updates, scheduling notifications, invoices, and project status messages.

21.2 Communications may be sent via email, SMS/text message, or phone call. Message frequency varies based on project activity. Message and data rates may apply.

21.3 You may opt out of non-essential communications at any time by replying STOP to any text message, emailing info@adbsnow.com, or calling (786) 422-9707. Opting out of marketing messages will not affect transactional communications related to active projects or contractual obligations.

21.4 Baltic Service will not sell, rent, or share your contact information with third parties for marketing purposes. See our Privacy Policy for full details on data handling.