Bernie's Audio - Standard Terms of Service

Last updated: October 2026

These Standard Terms of Service ("Terms") govern all proposals, statements of work, and agreements for audio system design, equipment supply, and installation services provided by Human After All NYC Inc d/b/a Bernie's Audio ("Contractor") to clients ("Client"). By accepting a proposal or statement of work issued by Contractor, Client agrees to be bound by these Terms.

1. Services

Contractor will provide the design, supply, and installation services described in the applicable proposal or statement of work ("SOW"). Scope, pricing, and schedule are as set forth in the SOW. Any work beyond the agreed SOW scope requires a written change order signed by both parties before work begins.

Custom speaker fabrication, finish specifications, and dimensional cutout details are subject to written sign-off from Client or Client's interior designer before Contractor commences fabrication. Contractor is not responsible for delays caused by late or incomplete design approvals.

2. Change Orders

Either party may request changes to the SOW in writing. No change is binding until both parties have signed a written change order specifying the change in scope, any price adjustment, and any schedule impact. Contractor will provide a written estimate for any requested change before proceeding.

Emergency or time-sensitive changes approved verbally to avoid site delays will be documented in a written change order within two business days of verbal approval. Verbal approval constitutes authorization to proceed at the estimated cost.

3. Payment

(a) Payment schedules are set forth in the SOW. Unless otherwise stated, the standard schedule is 80% due upon execution of the proposal and 20% due upon project completion and acceptance.

(b) Invoices are due within 15 days of issuance.

(d) ACH or wire transfer is the preferred payment method (no processing fee). Credit card payments are subject to a 3.5% processing fee. Same-day ACH is subject to a 1% processing fee. Payment instructions will be provided with each invoice.

(e) Contractor may suspend work and retain all equipment if any payment is more than 15 days past due, without liability to Client for resulting delays.

(f) Client is responsible for all reasonable costs of collection, including attorneys' fees, if Contractor must take action to collect overdue amounts.

4. Client Responsibilities

Client is responsible for providing the following, at Client's cost, unless otherwise specified in the SOW:

(a) Safe, timely site access during agreed installation windows, including coordination with general contractor, building management, and other trades.

(b) Dedicated electrical circuits, conduit, and low-voltage infrastructure in place per Contractor's written specifications before installation begins.

(c) Client-furnished materials (cabling, millwork cutouts, finish work) per the SOW and dimensions supplied by Contractor.

(d) All necessary permits, approvals, landlord or building owner consents, and code compliance for the installation.

(e) Accurate site drawings, equipment clearances, and design approvals. Contractor is not responsible for errors caused by inaccurate or incomplete information provided by Client.

5. Acceptance

Upon completion of installation, Contractor will notify Client in writing and conduct a walkthrough. Client has 5 business days from that notice to identify in writing any material non-conformance with the SOW. If no written notice of defects is received within that period, the project is deemed accepted.

Acceptance does not waive warranty rights set forth in Section 8.

6. Equipment and Title

Title to all equipment and materials supplied by Contractor passes to Client upon receipt of payment in full. Until full payment is received, all equipment remains the property of Contractor, and Client grants Contractor the right to retrieve it in the event of non-payment. Risk of loss for equipment passes to Client upon delivery to the project site.

Contractor retains all DSP configurations, presets, and programs as Contractor intellectual property (see Section 7) regardless of title transfer.

7. Intellectual Property

Contractor retains ownership of all system designs, drawings, DSP programs, crossover configurations, and technical documentation developed in connection with the project. Upon receipt of full payment, Contractor grants Client a non-exclusive, non-transferable license to use those configurations solely for the operation and maintenance of the installed system at the project location.

Client may not transfer, resell, or use Contractor's designs for other projects without written consent. Contractor may reference the completed project in its portfolio, website, and marketing materials with Client's prior written approval, which will not be unreasonably withheld.

8. Warranty

(a) Equipment: Contractor passes through all applicable manufacturer warranties. Contractor will assist Client in submitting warranty claims but is not responsible for manufacturer warranty terms, timelines, or outcomes.

(b) Installation workmanship: Contractor warrants its installation work against defects in workmanship for 12 months from the date of project acceptance.

(c) Custom fabrication: Contractor warrants custom-fabricated speaker enclosures and components against defects in materials and workmanship for 12 months from acceptance.

(d) Exclusions: Warranties do not cover damage from misuse, unauthorized modification by Client or third parties, inadequate power or environmental conditions, normal wear, or acts of God.

(e) Remedy: Contractor's sole obligation under these warranties is to repair or replace the defective work or component at no charge. Warranty claims must be submitted in writing within the warranty period.

9. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CONTRACTOR'S TOTAL LIABILITY TO CLIENT FOR ANY CLAIM ARISING FROM OR RELATED TO THESE TERMS OR ANY SOW — WHETHER IN CONTRACT, TORT, OR OTHERWISE — SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY CLIENT UNDER THE APPLICABLE SOW IN THE 12 MONTHS PRECEDING THE CLAIM. IN NO EVENT SHALL CONTRACTOR BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST REVENUE, LOST PROFITS, OR BUSINESS INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

10. Indemnification

Each party ("Indemnifying Party") agrees to defend, indemnify, and hold harmless the other party and its officers, employees, and agents from any third-party claims, losses, damages, and expenses (including reasonable attorneys' fees) arising from: (a) the Indemnifying Party's negligence or willful misconduct; or (b) the Indemnifying Party's material breach of these Terms. This obligation does not apply to claims caused by the other party's own negligence or misconduct.

11. Insurance

Contractor maintains commercial general liability insurance in amounts appropriate for the project scope, and professional liability (errors and omissions) insurance. Contractor will provide a certificate of insurance ("COI") naming Client as additional insured upon written request prior to commencing work.

Client is responsible for maintaining all property insurance for the project site and any Client-owned equipment.

12. Confidentiality

Each party agrees to keep the other's confidential business information — including pricing, project specifications, system designs, and client data — confidential and not to disclose it to third parties without prior written consent, except as required by law or legal process. Each party will use the same degree of care it uses to protect its own confidential information, but no less than reasonable care.

This obligation survives termination of these Terms for a period of 3 years.

13. Termination

(a) For cause: Either party may terminate a SOW upon 10 days written notice if the other party has materially breached these Terms and failed to cure the breach within that notice period.

(b) For convenience: Client may terminate a SOW for convenience upon 15 days written notice. Client will pay for: (i) all work completed to date; (ii) all equipment ordered, received, or non-cancelable; and (iii) a termination fee equal to 15% of the remaining unfulfilled SOW value to cover restocking, scheduling, and administrative costs.

(c) Non-payment: Contractor may terminate if any payment is more than 30 days overdue after written notice of the delinquency.

(d) Effect: Upon termination, each party will return the other's confidential materials. Sections 3, 6, 7, 9, 10, 12, and 15 survive termination.

14. Force Majeure

Neither party is liable for delays or failures in performance caused by events beyond its reasonable control, including natural disasters, pandemics, supply chain disruptions, labor actions, government actions, or utility failures. The affected party will notify the other promptly in writing and use commercially reasonable efforts to resume performance. If a force majeure event continues for more than 60 days, either party may terminate the affected SOW without penalty, except that Client remains responsible for work completed and equipment ordered to date.

15. Governing Law and Dispute Resolution

These Terms are governed by the laws of the State of New York, without regard to conflict-of-law principles. Any dispute arising from or related to these Terms or any SOW that cannot be resolved informally will be submitted to binding arbitration in New York County under the Commercial Arbitration Rules of the American Arbitration Association. The arbitrator's decision is final and may be entered as a judgment in any court of competent jurisdiction.

Either party may seek emergency injunctive relief in state or federal court in New York County without waiving the right to arbitration. The prevailing party in any dispute is entitled to recover reasonable attorneys' fees and costs.

16. General

(a) Entire agreement: These Terms, together with the applicable SOW, constitute the entire agreement between the parties regarding the project and supersede all prior discussions, representations, and agreements.

(b) Amendment: No modification to these Terms is effective unless in writing and signed by authorized representatives of both parties.

(d) Severability: If any provision is found unenforceable by a court of competent jurisdiction, the remaining provisions remain in full force and effect.

(e) Assignment: Client may not assign its rights or obligations under any SOW without Contractor's prior written consent. Contractor may assign these Terms in connection with a merger, acquisition, or sale of substantially all of its assets.

(f) Notices: All notices must be in writing and sent by email with confirmation of receipt or by overnight courier to the addresses set forth in the applicable SOW.

(g) Independent contractor: Contractor is an independent contractor. Nothing in these Terms creates an employment, agency, joint venture, or partnership relationship between the parties.

Human After All NYC Inc d/b/a Bernie's Audio — hq@bernies.audio — bernies.audio — New York, NY