- Definitions, etc.
- The “Installation” means the security or alarm system and items of associated equipment described in the System Design Proposal/Specification or “as fitted” document and which is the subject of this Contract.
- The “Installer”means the person, partnership or company which is undertaking to install, maintain, and/or monitor the Installation which is the subject of this contract.
- “Preventative Maintenance” means inspection, testing and adjustment of the Installation to confirm satisfactory operation or to identify any faulty items or processes to the Customer.
- “Corrective Maintenance” means the diagnoses and repair of faults and defects including defects discovered during Preventative Maintenance work as a result of emergency call-out.
- The “Quotation Price” is that price accepted by the Customer in the Original Quotation and System Design Proposal/Specification and is not subject to revision except by agreement in writing of both parties.
- The “Service/Maintenance Contract Price” is the total price payable by the Customer in Section K of the Contract, and may be subject to reasonable increase (based on the Retail Price Index or other suitable measure) on an annual basis, during the Service/Maintenance Contract period, to cover increases in wages, rates, travelling costs, and any other relevant prevailing factors since the date of the Contract.
- The “Service/Maintenance Contract Period” commences on the date the handover documentation is signed, it is the 12 month period immediately after that date. At the anniversary of the contract it is accepted by the customer and the installer that if condition 9(ii) and 10(xi) are fulfilled that the contract will continue for a further 12 month period or until terminated by either one of or both parties.
- The “Customer” means any company, firm or individual or agent thereof to whom the Installer’s Quotation or Contract is addressed.
- “Applicable Standards”means those adopted by any approvals or regulatory organisation by which the Installer is for the time being recognised and any stated relevant British or European standard or any modification or replacement thereof, current at the date of this Contract.
- “Remote Notification” is a service provided by a third party, where applicable, it is included within the Service/Maintenance Contract.
- Smartphone app control via the cloud connection is included in the annual maintenance fee. If annual maintenance is not required, cloud connection will be an additional charge.
Acceptance of the Quotation includes acceptance of the following terms and conditions as well as any which may have been added in the System Design Proposal/Specification or “as fitted” document, which may specifically override these Terms and Conditions of trading and will take precedence if necessary for purposes of interpretation. However, nothing that is stated or implied in these Terms and Conditions shall detract from the private consumer’s statutory rights. Any alteration to any of the conditions can only be valid if made in writing and agreed by both parties. Unless specifically accepted by the Installer in writing, all other terms and conditions not contained in or implied by the Contract are excluded.
- Basis of Quotation for Installation
- Installing work is to be done during normal working hours, i.e. Monday to Friday 8.00 am to 6.00 pm (statutory holidays accepted). Any extension of such hours or period directly or indirectly caused by the Customer shall entitle the Installer to charge any reasonable extra costs resulting.
- Variations or additional work ordered by the Customer shall be charged on the basis of reasonable time and materials at rates and costs current at the time of such work (unless separately agreed in writing prior to the variations/additional work starting).
- Unless otherwise specifically agreed, the Quotation Price does not include any extraneous work, making good, re-decoration, carpet laying, building or carpentry work etc. and is contingent on engineers having unhindered access to doors, windows, cable runs and all other areas where work has to be carried out.
- Any items of equipment not actually sold to the Customer shall be denoted as such in the System Design Proposal/Specification or “as fitted” document, and shall be subject to separate rental and/or maintenance terms as may be appropriate.
- Terms of Payment
- Unless otherwise agreed, the specified deposit shall be due and payable to the Installer on acceptance of the Quotation.
- The outstanding balance of the Quotation Price shall be due on completion of the Installation (the final date for payment) and prior to handover of keys, tags, fobs or keypad combination code(s) to the Customer.
- The installation shall remain the property of the Installer until all sums due and payable by virtue of this paragraph have been received by the installer, but the customer shall nevertheless at all times be responsible for the loss of and damage to the installation.
This paragraph only applies to contracts which are subject to the Housing Grants, Construction and Regeneration Act 1996.
Payment has been given specifying:
- the amount of the payment made proposed to be made and
- the basis upon which that amount was calculated and
- the ground or grounds for withholding payment and if more than one, the amount attributable to each ground.
The Installer will use its best endeavours to effect completion of the Installation by the agreed completion date but it cannot be held liable for any loss or damage resulting from delay or non-delivery due to causes beyond its control.
- Liability for Loss or Damage
- The Installer does not know, and shall not be deemed to know, the true value of the Customer’s property or premises, and is not the insurer thereof.
- Apart from death or personal injury, the aggregate liability of the Installer and its staff for any breach of contract, breach of statutory duty or negligence arising out of this contract, or presence at the Customers premises shall be limited to £10,000 for any kind of loss or damage whatsoever. The Customer shall notify the Installer in the first instance by telephone and then immediately in writing of any claims within 30 days of the occurrence giving grounds for such claims.
- Although the Installation is designed to the best of the Installer’s skill and knowledge to reduce the risks of loss or damage or to deter intruders (as the case may be) the Installer does not represent or warrant that the installation may not be neutralised, circumvented or otherwise rendered ineffective by the Customer, intruders or other unauthorised persons, and in such event it shall not be liable for direct or indirect loss or damage suffered by the Customer, intruders or other unauthorised persons.
- Because of the previous sub-paragraphs (i) to (iii), the Customer acknowledges that he, she or it should effect separate insurance cover.
For one year from the date of handover the Installer shall carry out replacement or repair of parts and rectification of faults free of charge (including call out) and to the Applicable Standards except for any such things made necessary by wilful or negligent act of any person (other than the Installer and its employees), or by some other cause or peril beyond the Installers control.
Until full payment is received as referred to in Section 4 above, every part of the Installation and associated equipment shall remain the property of the Installer and the Customer irrevocably grants licence in the event of his, her or its default, to enter upon his, her or its premises to recover the same whether fixed or unfixed. Nevertheless, until such recovery, the Customer remains liable to insure against loss and damage and take reasonable care of such items, and to pay the Installer’s reasonable costs of replacing or repairing the same.
- Installer’s Obligations
- In consideration of the Quotation Price, specified and paid by or to be paid by the Customer, the Installer undertakes to install the Installation in accordance with the Applicable Standards adopted by the approvals or regulatory organisation by which the Installer is for the time being recognised, to the best of its ability and that such equipment used in the Installation shall be fit for the purpose intended.
- In consideration of the Service/Maintenance contract Price specified and paid by or to be paid by the Customer at the time Handover Documentation is completed and annually thereafter 45 days prior to the anniversary of that date to the Installer, the Installer will, for the duration of the Maintenance Contract Period specified, carry out maintenance inspections of the Customer’s installation together with other service(s) where applicable as specified in para. 9 (iv) below.
- The combined Outright Sale, Service & Maintenance Contract document relates only to the Installation described in the System Design Proposal/Specification or “as fitted” document, which is the subject of that document, and the maintenance provisions shall only apply if agreed between Customer and Installer.
- When the Contract document provides for service/maintenance, the Installer agrees, subject to reasonable access to the site and installation being available, periodically to inspect, test and adjust the Installation and to carry out all necessary maintenance thereto in accordance with the Applicable Standards during normal weekday working hours (except where otherwise stated), i.e. Monday to Friday 8.00am to 6.00pm, upon giving reasonable notice to the Customer of any visit for this purpose. Additional services such as various “Remote Notification” services and “Keyholding” shall also be supplied on a 24 hour basis if included within the Maintenance Contract Price and accepted by the Customer.
- Customer’s Obligations
- The Customer agrees to pay in addition to the Quotation Price and the Service/Maintenance Contract price including any other services such as Remote Notification and/or Keyholding Services (if any) for the cost of any works from time to time required to upgrade the Installation to a state which complies with the relevant Applicable Standards.
- To pay for all necessary repairs and replacements of the Installation unless these are covered by guarantees or extended guarantees of the Service/Maintenance Contract.
- Where the Installation has been installed so as to be linked with any Authority or Remote Notification service and where it has operated so as to register with such Authority or Remote Notification service then the Customer or his agent shall immediately after being aware of the event notify the Installer by telephone so that the Installer may Reset/Restore the Installation to an operational state.
- Not to permit anyone (including the Customer himself) other than the Installer to test, adjust or reset or interfere with the Installation or any part thereof. In the event of a breach of this provision the Installer shall be entitled to terminate the Service/Maintenance Contract forthwith upon its discovery.
- To permit the Installer’s staff and agents (and Inspectors representing any approvals or regulatory organisation by which the Installers is for the time being Recognised) from time to time to have access to the Customer’s premises at all reasonable times.
- Not to charge, pledge or otherwise deal with any of the Installer’s equipment or installation which has not already been sold to the Customer nor part with possession of the same or remove or permit it to be removed from the Customer’s premises.
- To notify the Installer in the first instance by telephone and then in writing of any proposed structural alteration to the premises or any other modification which may affect the existing Installation or system to which it may be linked including any Remote Notification service. Any extension to or alteration of the Installation which may thereby become necessary shall be carried out by the Installer at the additional expense of the Customer.
- To notify the Installer by telephone immediately following the appearance of any defect in the Installation and permit the installer to take such steps as to remedy such a defect.
- To ensure that the external audible sounder does not cause a nuisance as defined by current Noise Pollution legislation from time to time. Arrangements must include an automatic device, limited bell noise to 15 minutes and for two keyholders to be available within the time [current legislation includes London Local Authorities Act 1991, Environmental Protection Act 1990, Control of Pollution Act 1974 Scotland, Noise and Statutory Nuisance Act 1993].
- The Customer is to obtain and pay for the telephone line/service or other telephone company apparatus required for monitoring or Remote Notification of (if any) as well as other necessary facilities, consents, permits, licenses, wayleaves or approvals required for installing the system. However the Installer will assist by putting the telephone company in touch with the Customer for provision of the requisite type of service.
- In consideration of the Service/Maintenance contract, continuity of the contract remains only if 45 days prior to the anniversary a cleared payment is made to the Installer in respect of all services provided by the contract including any third party services such as Remote Notification or Keyholding.
- Termination of Service/Maintenance Contract
The Service/Maintenance Contract including other services such as Remote Notification or Keyholding may be terminated by “The Customer” or “The Installer” at any time, subject to 14 days Notice of their intention to cancel in writing. This is subject to a minimum of twelve months having expired from the date of commencement of the original Service/Maintenance Contract.
In the event of such termination all services which form part of the contract will cease immediately on the last day of notice period, the Customer shall forthwith return to the Installer any part of the Installation and any equipment, which is rented by the Customer from the Installer. The Customer shall thereafter be responsible for making his, her or its own arrangements in regard to any Remote Notification or other continuing services which may be required, it being a condition that Remote Notification services will only be provided by the Installer or his agent when a current Maintenance Contract exists between the Installer and the Customer.
Even though the Contract may be terminated the Installer and his, her or its agents shall have the right upon reasonable notice to enter the Customer’s premises to remove any equipment belonging to the Installer and subject to reasonable disturbance only shall not be liable for any loss or damage occasioned thereby.
- Force Majeure
Any failure by the Installer to perform any of its obligations by reason of any cause beyond the control of the Installer shall be deemed not to be a breach of this Contract.
- Right to Refer Disputes to Adjudication in Contracts which are subject to the Housing Grants, Construction and Regeneration Act 1996.
If this contract to which the Housing Grants, Construction and Regeneration Act 1996 applied then:-
- If any dispute or difference arises out of or in connection with this contract, any party (“the referring party”) may by notice given to every other party to the agreement at any time refer the said dispute or difference to adjudication to be conducted in accordance with the Adjudication Provisions of the Scheme for Construction Contracts prescribed under the Housing Grants, Construction and Regeneration Act 1996.
- The said adjudication shall be conducted by any adjudicator appointed by agreement between the parties or in default of agreement, the referring party shall request the Centre for dispute Resolution being a nominating body under Class 2.1 (b) of the said Scheme for these purposes to select a person to act as adjudicator.
Subject always to the right of any party at any time in a contract to which the Housing Grants, Construction and Regeneration Act 1996 applies, to refer a dispute or difference arising out of or in connection with this agreement to adjudication as above, either party may request by notice in writing, with record of posting, that the dispute be referred to mediation by a person agreed between the parties. Should the parties agree to mediation but fail to agree upon the person to mediate within seven days of such a request being made, then either party may apply to NACOSS for the appointment of a Mediator and such mediation will be conducted in accordance with guidelines for mediation published by the Academy of Experts.
(Note: Mediation does not result in a resolution being imposed or enforceable upon any party. It aims to assist the parties in reaching a mutually agreed resolution of their dispute or difference).
- Applicable Law and Category of Jurisdiction
This contract is subject to the Laws of England & Wales and the parties shall submit to the jurisdiction of the Courts thereof.