Terms & Conditions
Terms & Conditions for the Supply of Goods and Services Definitions
“Alarm Receiving Centre” means the place to which signals are transmitted from the System to be monitored;
“CCTV” means closed circuit television;“Charges” means the fixed price payable by the Customer for the System (excluding the Service Fee) less the amount of Non Refundable Deposit all as set out in the Quotation signed by both parties;
“Company” “We”, “Our”, “Us” means Alert Fire and Security Limited a company incorporated in England and Wales (company number 3210833) whose registered office is at Alert House, Wiseman Street, Burnley BB11 1RU;
“Consumables” means items with a finite life including lamps and batteries;
“Customer”, “You” means the organisation or person to whom the Services are to be provided;
“Emergency Response” means the procedures the police, fire or another authority carry out when the Alarm Receiving Centre informs them that a confirmed signal has been received from the System;
“Existing Systems” means the security systems (if any) installed at the Premises by the Company or another provider prior to the date of this Agreement including wiring and cabling;
“Guarantee” means the one year Guarantee referred to in clause 5;
“Handover Date” means the date on which the System is commissioned as evidence by the issuance by the Company of the Handover Certificate.
“Installation” means the installation of the System at the Premises by the Us;
“Instructions” means any operating instructions issued by the Company for the user of the System, including user’s handbooks;
“Keyholder” means a person or third party organisation, who hold keys to the Premises and who is authorised to enter the Premises if they are informed by the Company that the Alarm Receiving Centre has received a confirmed signal from the System;
“Keyholder Response” means the procedure the Keyholder carries out when the Alarm Receiving Centre informs them that a confirmed signal has been received from the System;
“Material Breach” means a breach of clause 2.5;
“Non Refundable Deposit” means the non refundable deposit to be paid in full and cleared funds by the Customer, the value of which is to be agreed between the parties;
“Normal Working hours” means 9 am to 5 pm, Mondays to Fridays, except public holidays;
“Parties”, “the Company and the Customer”, and “Party” shall mean either one of them;
“Premises” means the premises where the Services are to be provided, as defined in System Design Proposal, which may include multiple sites;
“Routine Inspection” means the annual inspection of the System to be carried out by the Supplier in each 12 month period following the Handover Date; such Routine Inspections may be conducted at the Premises or remotely;
“Service” means the services to be provided by the Company as set out in Schedule 1;
“Service Fees” means the annual fee payable by the Customer for the Service, as set out in the Quotation signed by both parties, subject to adjustment in accordance with clause 6.4;
“Service Plan” means the plan for delivery of the Services as set out in Schedule 1;
“System” means all equipment which we install at the Premises during the term of this Agreement or any part thereof;
“System Design Proposal” means the proposals for the design of the System produced by the Company;
“Term” means the period of 36 (thirty six) months from the Handover Date
1.1) In consideration of payment of the Non-Refundable Deposit and the Charges, the Company agrees to sell to the Customer the System and to carry out the Installation of the System at the Premises and in consideration of the payment of the Service Fee to the Company the Company agrees to provide the Services throughout the Term.
1.2) We will conduct an ‘Initial Test’ prior to commencing the Installation and/or providing the Services to test if the Existing System is in full working order. Any Initial Test will not include testing of cables and wiring installed within the fabric of the Premises or buried underground to ensure they conform to the relevant British or European standards.
1.3) The Company will use its reasonable endeavors to install the System within a reasonable period of time and accepts no responsibility for delays in completion of the Installation which are outside our reasonable control.
1.4) The Company warrants that:
(a) it will carry out the Installation with reasonable care, skill and ability and in accordance with the System Design Proposal;
(b) the Company warrants that the System will as at the Handover Date and for a period of 3 (three) months thereafter be of satisfactory quality, fit for purpose and will be free from defects in design, materials and workmanship and will conform to the description in the System Design Proposal; and
(c) that it will carry out the Service with all due care, skill and ability and shall perform the Service in accordance with the Service Plan. All other warranties are excluded to the maximum extent permissible by law.
1.5) Once the System is installed, the Company shall train a representative of the Customer on its operation. When the Company has (a) provided such training; and(b) set up and activated the telecommunication links between the Premises and the Alarm Receiving Centre; and (c) received written confirmation from the Customer stating it is satisfied with the operation of the System then the Company will issue a certificate (“Handover Certificate)
1.6) There may be a delay in the police response becoming active whilst the unique reference number is issued by the police. During this period, the police’s ability to respond to signals received at the Alarm Receiving Centre will be limited
1.7) If the Customer does not obtain and maintain the approval of the police, fire service or other authorities under clause 2.1, the Company will continue to provide that part of the Service which is not subject to this approval.
1.8) If the System needs to be repaired the Company will use its reasonable endeavours to repair the System in accordance with the Service Plan.
1.9) The Company will conduct Routine Inspections. The Company will write to the Customer to arrange a mutually convenient date and time to carry out the Routine Inspections which will take place during Normal Working Hours. The timing of such inspections will be determined by the Company.1.10 The Services shall commence on the Handover Date and continue for a period of 36 (thirty six) calendar months thereafter and shall continue thereafter on a rolling 12 (twelve) calendar months’ basis until this Agreement is terminated under clause 8.
2 Customer Obligations
2.1 The Customer shall provide the Company and its employees, agents, sub-contractors with:
(a) full access to the Premises during Normal Working Hours to survey, measure, conduct an Initial Test, Install, test and service the System;
(b) a dedicated 240 volt AC unswitched power supply to each part of the System and sound electrical earthing connection where it is required for the Company to carry out the services. The power supply must be installed by an approved electrician to the relevant regulations and must be in safe working order;
(c) clear access to the System or installation thereof, including moving any materials, ceiling tiles and other objects which obstruct access to or installation of the System;
(d) a safe working environment;
(e) details of the location of any concealed pipes and wires which may affect the Installation or operation of the System or the Services and about any known risks and any hazardous materials at the Premises;
(f) any other relevant information about the Premises which they ought to know prior to the Installation or provision of the Services;
(g) provide the relevant information regarding the Keyholders and inform the Company of any changes to this information. The Customer shall notify the Keyholders that the Company may contact them and may need to write to them in respect of the System;
2.2 Furthermore, the Customer shall:
(a) operate the System according to the System Design Proposal and all reasonable Instructions issued by the Company;
(b) Provide a telephone line and ADSL facilities (Broadband) at the Premises and pay any telephone, electricity and other utility bills which the System requires so that the Services are not interrupted;
(c) Complete the log book provided by the Company with details of any activation or event affecting the System, including false alarms; and
(d) be responsible for ensuring that any equipment removed from the System by the Company is disposed of in accordance with any relevant legislation including The Waste Electrical and Electronic Equipment (WEEE) Regulations 2006.
2.3 The Customer shall inform the Company immediately if any one or more of the following occur:
(a) a defect or fault in the System;
(b) anyone tampers with the System;
(c) any part of the System is damaged or stolen; or
(d) the System has been subjected to any unusual operating or environmental conditions.
2.4 The Customer may need prior approval from the police, fire service or another authority to allow the Company to provide the Services. In those circumstances, the Customer shall:
(a) use its reasonable endeavours to enter into any necessary agreement with these authorities;
(b) provide all reasonable information requested by such authority and inform them of any changes to such information;
(c) pay all fees required to obtain the relevant approval;
(d) meet and maintain all criteria issued by any of these authorities;
(e) obtain any relevant planning permissions; and
(f) inform the Company as soon as possible if any approval is amended or withdrawn.
2.5 The Customer shall not interfere with or permit any third party to interfere with, adjust, test, service or attempt to repair the System.
2.6 If the system is Closed Circuit TV you should determine whether you need to comply with the Data Protection Act 1998 (DPA) CCTV Code of Practice.
2.7 You agree to provide sufficient light levels as required for the operation of any camera equipment.
2.8 You agree to provide or bear the cost of hiring specialist ladders, scaffolding or access equipment that may be necessary for the installation and subsequent Corrective and Preventive Maintenance.
3.1 Subject to the remainder of this clause 3, the Company agrees that, if any of the equipment Installed by the Company is ‘faulty’ during the first twelve calendar months following the Handover Date, it will at the absolute discretion of the Company be repaired or replaced free of charge, PROVIDED THAT the Company is informed of the fault as soon as reasonably practicable, but no later than 72 hours after the fault occurs.
3.2 The Guarantee does not extend to cover:
(a) Existing Systems;(b) Faults in the System caused by:(i) breach of the terms of this Agreement by the Customer;(ii) Consumables; and(iii)Damage to the System caused by misuse, accidental, acts of god, vandalism, rodents or deliberate damage.
It is agreed and understood by the parties to this agreement that the Company is not an insurer and that the provision of the Installation and Services will not obviate the necessity of the Customer from obtaining and maintaining insurance in respect of the Premises. Furthermore the Company is not and cannot be aware of the value of any stock at the Premises at any given time, hence it cannot be aware of the extent of any potential loss or damage suffered by the Customer resulting from any loss or damage to its stock. Furthermore still the Company cannot give any warranty, guarantee or other undertaking that the System or the Services will avert, prevent or protect against occurrences of which the System and Services are only intended to provide warnings if the System is activated.
4.1 Accordingly it is necessary to set out the reasonable rights and liabilities of the Company and the parties have agreed that the following are reasonable:
(a) Subject to the remainder of this clause 4 below, the Company shall only be liable for loss of or damage to the Premises or any other property suffered by the Customer or any other person if such loss or damage arises due to negligence or breach or non performance of this Contract by the Company provided that such liability shall not exceed the sum of £50,000 (fifty thousand pounds) in total in respect of any one claim or series of claims arising out of any one occurrence or series of connected occurrences.
(b) Neither party shall be liable to the other for:
(i) any indirect or consequential loss or damage of any kind including any economic loss or other loss of turnover, profits, business or goodwill;
(ii) the activation of a circuit breaker which affects the power supply to any part of the System;
(iii) losses arising from the police, fire or other authority failing to act in accordance with Emergency Response; or a signal transmitted to the Alarm Receiving Centre that’s not received for reasons beyond our control. Without prejudice to the generality of the foregoing, by example it is accepted by the parties that if there is a burglary of the Customers premises for which the Company is contractually liable due to failure of the System to operate in accordance with this Agreement, the Company shall be liable to the Customer for any damage caused to the premises and any immediate stock loss arising directly from the burglary in question. The Company shall not be liable for any indirect or consequential loss as set out in clause 4.1(b)(i) or otherwise under clause 4.1(b) above.
4.2 Notwithstanding anything else contained in this Agreement, neither Party seeks to exclude or limit liability where such exclusion or limitation is precluded by applicable law including without limitation, liability in respect of death or personal injury resulting from a Party’s negligence or fraud.
5.1 Due to the limitations on the Company’s liability set out within this Agreement, the Company strongly recommends that the Customer obtains and maintains suitable insurance cover in respect of the Premises, its contents and the like.
6 Our Charges
6.1 The Company is not obliged to carry out any work for the customer until the Company has received the Non-Refundable Deposit in full and cleared funds.
6.2 The Charges shall be paid in full by the Customer within 7 (seven) days of the Company’s invoice. If the Installation is completed within one month of commencement the invoice may be issued at any time on or after the Handover Date. Where the Installation of the System continues for more than one month, we reserve the right to submit interim invoices for payment of all or part of the Charges based on the amount of work completed and/or the amount of equipment delivered to the Premises.
6.3 The Customer shall pay to the Company the Service Fees in accordance with this Agreement.
6.4 The Company may increase Service Fees from time to time to cover an increase in the cost of providing the Services. The Company will provide notice to the Customer in writing of any increase including details of when the increase is to take effect.
6.5 If the Customer does not agree with the increase in Service Fees, the Customer may terminate this Agreement on not less than 3 (three) months’ notice in writing to the Company. Any such notice shall be served on the Company within 7 (seven) days of the date of the Charge Increase. For the avoidance of doubt (a) the Customer shall pay the Service Fees at the existing rate until the notice period expires, and(b) the Company shall continue to provide the Services.
6.6 Extra charges will be payable by the Customer to the Company for any additional labour and materials or Services outside of the Installation and/or the Services as agreed in the System Design Proposal, the Service Plan and this Agreement including but not limited to:(a) charges (including taxes) payable to the police, or telecommunications provider This does not apply if a false alarm assessment arises due to a fault with the System covered by the Guarantee;(b) inspecting, resetting, reprogramming, repairing or replacing the System in circumstances where:(i) equipment or devices which we have not supplied cause a false alarm or a failure of the System;
(ii) there is a problem with the telephone line or connection;
(iii) there have been fluctuations or failure in the mains electricity supply or where there has been a corruption or failure of the transmission network;
6.8 The Company may at its discretion invoice the Client for Service Fees monthly, quarterly, annually or in advance.
6.9 The Service Fees shall be payable by the Customer to the Company within 28 (twenty eight) days of the date of the Company’s invoice.
6.10 All amounts stated are exclusive of VAT and any other applicable taxes, which will be charged in addition at the rate in force at the time the Customer is required to make payment.
6.11 When making a payment the Client shall quote relevant reference numbers and the invoice number.
6.12 All amounts are payable to the Company without deduction or set off by the Customer.
7. Late Payment
7.1 If the Customer does not make a payment by the date stated in an invoice or as otherwise provided for in this Agreement then the Company shall serve written notice of such default and if the Customer fails to pay the said invoice within 14 days of receipt of such notice then the Company shall be entitled to charge interest on the outstanding amount at the rate of 4% above the base rate from time to time of Yorkshire Bank plc from the due date until the outstanding amount is paid in full.
8.1 Without prejudice to the other remedies or rights a Party may have, this Agreement may be terminated by either party on not less than three months notice in writing to the other to take effect at the expiry of the Term or any 12 month period thereafter.
8.2 Without prejudice to the other remedies or rights a Party may have, either Party may terminate this Agreement with immediate effect to the ther Party (‘Other Party’), if:
(a) the Other Party is in Material Breach of its obligations under this Agreement;
(b) the Other Party becomes insolvent or if an order is made or a resolution is passed for the winding up of the Other Party (other than voluntarily for the purpose of solvent amalgamation or re-construction), or if an administrator, administrative receiver or receiver is appointed in respect of the whole or any part of the Other Party’s assets or business, or if the Other Party makes any composition with its creditors or takes or suffers any similar or analogous action in consequence of debts;
(c) the other Party breaches any terms of this Agreement that if remediable is not remedied by the Other Party within 14 (fourteen) days’ of the notice from the Party specifying the breach and requiring its remedy;
9 Consequences of Termination
9.1 On termination of this Agreement the Customer will
(a) remain liable to us for any outstanding Charges, and Service Fees. Provided that if the Customer has paid in advance, we will refund any overpayment of Service Fees, on a pro-rata basis after discounting the liquidated damages;
(b) permit the Company and its representative’s access to the Premises at a mutually convenient time during Normal Working Hours to remove any of its equipment or disconnect any connection to the Alarm Receiving Centre.
9.2 On termination of this Agreement the Company will contact the Alarm Receiving Centre to request that it disconnects from the System.
10 Force majeure
Neither Party shall have any liability under or be deemed to be in breach of this Agreement for any delays or failures in performance of this Agreement which result from circumstances beyond the reasonable control of that Party. The Party affected by such circumstances shall promptly notify the other Party in writing when such circumstances cause a delay or failure in performance and when they cease to do so. If such circumstances continue for a continuous period of more than 21 (twenty one) days, either Party may terminate this Agreement by written notice to the other Party.
11.1 In this Agreement unless the context otherwise requires:
(a) words importing any gender include every gender;
(b) words importing the singular number include the plural number and vice versa;
(c) words importing persons include firms, companies and corporations and vice versa;
(d) references to numbered clauses and schedules are references to the relevant clause in or schedule to this Agreement;
(e) reference in any schedule to this Agreement to numbered paragraphs relate to the numbered paragraphs of that schedule;
(f) any obligation on any Party not to do or omit to do anything is to include an obligation not to allow that thing to be done or omitted to be done;
(g) the headings to the clauses, schedules and paragraphs of this Agreement are not to affect the interpretation;
(h) any reference to an enactment includes reference to that enactment as amended or replaced from time to time and to any subordinate legislation or byelaw made under that enactment; and
(i) where the word ‘including’ is used in this Agreement, it shall be understood as meaning ‘including without limitation’;
(j) in the event of conflict between the terms of this main body of this Agreement and the terms of the Schedule, the terms of the main body of the Agreement shall prevail.
This Agreement may only be amended in writing signed by duly authorised representatives of the Parties.
13.1 Neither Party shall assign or otherwise transfer this Agreement and all of its rights and obligations under this Agreement, to any third party at any time on notice to the Other Party without the prior written agreement of the Other Party. Provided that the Company shall not be prohibited from sub-contracting the Alarm Receiving Centre.
14 Entire agreement
This Agreement together with the System Design Proposal and the Service Plan contains the whole agreement between the Parties in respect of the Installation and the Services and supersedes and replaces any prior written or oral agreements, representations or understandings between them relating to such subject matter. The Parties confirm that they have not entered into this Agreement on the basis of any representation that is not expressly incorporated into this Agreement. Nothing in this Agreement excludes liability for fraud.
No failure or delay by either Party in exercising any right, power or privilege under this Agreement shall impair the same or operate as a waiver of the same nor shall any single or partial exercise of any right, power or privilege preclude any further exercise of the same or the exercise of any other right, power or privilege. The rights and remedies provided in this Agreement are cumulative and not exclusive of any rights and remedies provided by law.
16 Agency, partnership etc
This Agreement shall not constitute or imply any partnership, joint venture, agency, fiduciary relationship or other relationship between the Parties other than the contractual relationship expressly provided for in this Agreement. Neither Party shall have, nor represent that it has, any authority to make any commitments on the other Party’s behalf.
17 Further assurance
Each Party to this Agreement shall at the request and expense of the other or any of them execute and do any deeds and other things reasonably necessary to carry out the provisions of this Agreement or to make it easier to enforce.
18 Third parties
For the purposes of the Contracts (Rights of Third Parties) Act 1999 and notwithstanding any other provision of this Agreement this Agreement is not intended to, and does not, give any person who is not a party to it any right to enforce any of its provisions.
If any provision of this Agreement is prohibited by law or judged by a court to be unlawful, void or unenforceable, the provision shall, to the extent required, be severed from this Agreement and rendered ineffective as far as possible without modifying the remaining provisions of this Agreement, and shall not in any way affect any other circumstances of or the validity or enforcement of this Agreement.
The terms of this Agreement are confidential between the parties. However, no Party shall be prohibited from disclosing such information to the extent it is necessary to comply with any applicable law, court order or necessary to obtain legal advice on its terms.
21.1 Any notice to be given under this Agreement shall be in writing and shall be sent by first class mail to
(a) in the case of the Company, its registered office, and
(b) in the case of the Customer the address notified to the Company or if none is provided the last known address of the Customer.
21.2 Notices sent as above shall be deemed to have been received 3 working days after the day of posting (in the case of inland first class mail), or 7 (seven) working days after the date of posting (in the case of air mail).
21.3 In proving the giving of a notice it shall be sufficient to prove that the notice was left or that the envelope containing the notice was properly addressed and posted.
22 Law and jurisdiction
The validity, construction and performance of this Agreement shall be governed by English law and shall be subject to the exclusive jurisdiction of the English courts to which the Parties submit.
23. Risk and Title
Risk in the System shall pass to the Customer on the Handover Date. Title to the System shall pass to the Customer on payment of all Charge
Schedule 1 – Service PackageTo ensure that your electronic fire & security system is working to its optimum performance every one of our installations is backed up by a service package. Without a service even the most effective equipment will deteriorate. It is therefore important that a qualified engineer carries out regular service checks.