Wrap Around / ISC / send us email addresses for forum September 13, 2024

KEN KIRSCHENBAUM, ESQ
ALARM - SECURITY INDUSTRY LEGAL EMAIL NEWSLETTER / THE ALARM EXCHANGE
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Contract execution on website, Click Through or Wrap Around / ISC / send us email addresses for forum
September 13,  2024

Contract execution on website, Click Through or Wrap Around

Ken,
          I had an interesting situation with a contract for my postage meter. Yes, we still use a postage meter for sending invoices to clients, but also for sending certified letters to the IRS and state tax authorities. The original agreement was a 12 month lease at a specific rate. The terms were that it renewed for 12 months at a time. In the middle of the fifth year they bumped up my “lease” rate by $15 per month. When I called they explained that the contract references some additional terms on their website, one of which is that they can change my rate.
          I think that this is what is referred to as a “Wrap Around” agreement. The situation is complicated because the additional terms allowing the rate increase apparently were added to the web site after I signed my agreement. After a few terse emails, in which I invoked your firm’s name, they have backed off and adjusted my rate.
          My question is what do you think about a “Wrap Around” agreement? I wouldn’t want to hitch my wagon to one, and our contract review team would definitely throw any contract that we saw that contained one, into the “needs further review” pile.
  Mitch Reitman
817 698 9999 XT 101
Reitman Consulting Group
http://www.reitman.us

Response

          Online presentation and electronic execution of the contract is “click through” or “wrap around”.  Click through means that the customer has the agreement on screen, scrolls through the agreement and has to click his signature or initials at various provisions and at the end with a signature.
          Wrap around means that the contract provisions, often referred to as the Terms and Conditions, are on a separate page that the customer has to navigate to if he wants to read the T&C or see the actual agreement.  The actual presentation page only has a statement that “Customer has read the Terms and Conditions, or the agreement, and agrees to the agreement”.  Then the customer can sign the page with that notice.  Sometimes the program won’t let the customer sign the acknowledgment unless the customer has actually visited the page with the provisions, sometimes having to click somewhere on that page.
          I confess I have not considered this issue in several years, but when I did I concluded that the Click Through method was better than the wrap around, especially if the customer is not forced to visit the page with the agreement on it and click through that page demonstrating that the document was read.
          Why?  While there are now many cases throughout the United States enforcing the “protective” provisions in the alarm [read that integrator] contract, courts are still reluctant to enforce the provisions and continue to look to ways to carve out exceptions.  The clauses I am referring to relate to the defense of claims; that to me is the most vital of the provisions because your entire business is at risk if the contract won’t hold up.  On the collection side you can only be beat for the contract price you’ve lost, but on a defense case you can be looking at immense damages, well beyond the value of your business, and these potential claims will also well exceed your E&O insurance coverage.  You, your central station, your subcontractors and your insurance company all rely on you using an enforceable contract with the customer.  Because courts are constantly evolving on enforcement of the protective provisions you need to routinely update your contracts, which is why I recommend updates at least every two years.  I will write an article if I find out that a contract form in a particular state needs to be amended immediately [keep in mind that a K&K contracts comes with a free update for 6 months; thereafter, half price update for first year – The Concierge Program gives you a 10% discount on contracts].
          So it could be that wrap around has been approved in some jurisdictions or generally, I still prefer the Click Through mention.
          Should your contract be available, readable, on your website?  I don’t think so, until the customer has provided all the information needed to complete the transaction, which means name, address, items of coverage, prices, credit card information.  Once that is provided then your program can progress to filling in fields in the contract and permitting the customer to read and sign it online.  If you think about it, when did you see a car dealer offering cars and starting with the limited warranty, or an airline company highlighting for the get-go about its rules and limitation of liabilities, from your luggage, your trip, and your life?  You don’t start the alarm presentation that way either, but you do need to present it at some point and you can’t hide or obscure it in fine print or legalese.  If you aren’t using the K&K Standard Form Agreements you’re making a serious mistake, and if you’re not in the K&K Concierge Program you are missing out on many benefits that are well worth the minimum cost.  So, join the Concierge Program today and then get or update your K&K contracts today.  Then find a software provider who can get you on-line execution using the Click Through method.
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Help this forum grow

          This forum is, I believe, the largest distribution in the security and fire alarm, low voltage and electronic integration industries, and certainly the most read on a daily basis.
          First, let me assure you that the K&K email list is used exclusively for distribution of the articles, which is distributed by two separate bulk mailing services, as many of you know because you get both emails daily.  Emails are sent every day to the alarm industry; there is no charge for the articles.  The classified section, The Alarm Exchange, which is also free, is updated daily as needed, and I believe it’s the largest and most active classifieds in the industry, visited by the most in the industry. K&K does not sell or share the email list with anyone, for any reason.  We retain only emails, no names or other information. It’s free; you can subscribe all the addresses you want and you can always unsubscribe, though you won’t be able to re-subscribe that address.  So your email is secure.
          Now here’s the ask.
          I’d like to make the forum even more available by increasing the distribution, so here’s the “ask” and sweetener added in:
          Send me emails of those in this industry, one email on each line, and we will add them to the list.  Whether it’s your association list, for vendors to the industry your alarm dealer list, employee list, central station list, send it to me pasted on your email or as WORD or XL attachment. [this is not request for alarm customers list - the forum isn't for alarm customers]
          K&K will give you $100 credit against K&K contracts or Concierge Program for every 100 emails.  You can use the credit yourself or if an association raffle it off or use it for promotional purposes.  We will honor the credit to your “assignee”.  Thanks in advance for your efforts and assistance.
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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
ken@kirschenbaumesq.com
www.KirschenbaumEsq.com