Terms and Conditions

GENERAL

The Customer and The Contractor (individually the “Party” and collectively the “Parties” to any particular ‘Service Agreement’ provided by The Contractor or to these ‘Terms and Conditions’) agree as follows:

SERVICES PROVIDED AND COSTS.

1. The Customer agrees to engage The Contractor to provide The Customer with (the “Services”) and The Contractor agrees to provide (the “Services”) consisting of:
2. Where a ‘Service Agreement’ is in place and where applicable, to carry out the periodic service of the Fire Alarm System at The Customer’s Site in accordance with British Standard BS 5839, during normal working hours for the sum of (to be agreed) per visit.
3. Where a ‘Service Agreement’ is in place and where applicable, to carry out the Annual service of the Emergency Lights at The Customer’s Site in accordance with British Standard BS 5266, during normal working hours and at the same time as item a for the sum of (to be agreed).
4. To attend, at the request of The Customer to Emergency callouts in the event of failure of the Fire Alarm System within 8 hours or at an agreed time for the sum of £46 per hour (during normal working hours) or £69 per hour (outside of normal working hours) plus travelling time at the same rates plus the cost of any parts and materials needed to effect repairs. No parts or materials will be used without the prior consent of The Customer.
5. Where a ‘Service Agreement’ is in place consisting of four visits per annum, to replace the Fire Alarm System batteries where necessary Free of charge (provided that the batteries are not faulty or out of date before the commencement of the ‘Service Agreement’ or that the batteries have not failed due to a power supply failure).
6. To provide The Customer with initial telephone advice in the event of failure of the Fire Alarm System Free of charge.

• Items a and b above may, if requested by The Customer be carried out outside of normal working hours at an agreed time with a cost increase factor of x 1.5.
• Normal working hours are Monday to Friday from 8am to 5pm (public holidays excepted).
• The prices stated in items a, b and c above do not include VAT and no VAT will be charged to The Customer.

2. The service will also include any other additional works which the Parties may agree on at a Quoted price or at the rates described in item c above.

TERM OF AGREEMENT (where a ‘SERVICE AGREEMENT’ is in place)

3. The term of the ‘Service Agreement’ (the “Term”) will begin on the date when it has been signed by both Parties and will remain in full force and effect for One Year. At the end of the Term, the ‘Service Agreement’ will automatically extend for One Year (the ‘Extended Term’). At the end of each extended term, it will extend again for another One Year. Each Term or Extended Term being subject to earlier termination as provided in the ‘Service Agreement’.
4. Either Party may terminate the ‘Service Agreement’ by giving notice of not less than thirty days in writing or by e-mail.
5. At the end of the Term or during any extended term, The Contractor may offer The Customer a new ‘Service Agreement’. If The Customer does not accept this offer but invites The Contractor to carry out any further work at The Customer’s site (including a routine inspection), then the work will be subject to the terms of the ‘Service Agreement’, but The Customer will be charged as per the rates of the proposed new Agreement.

PAYMENT AND CHARGES

6. The Contractor agrees to invoice The Customer after each Service visit has been completed, and upon completion or part completion of any emergency callout works or other agreed additional works.
7. The Customer may, if so desired pay for any routine Service in advance, but this will not normally be a condition required by The Contractor. However, where a ‘Service Agreement’ is not in place The Contractor may request payment for works in advance.
8. The Customer agrees to pay all invoices within fourteen calendar days of the invoice date or unless alternative payment terms have been agreed by both Parties in advance.
9. The Customer agrees that in the event of failure on their part to pay any invoices on time, without affecting any action The Contractor may take in terminating or suspending services under the provisions of a ‘Service Agreement’ in place or these ‘Terms and Conditions’, The Contractor may charge the Customer a daily interest on the overdue amount, from the due date until the date payment is received, at a rate of 8% per annum above the Bank of England bank rate.
10. The Customer agrees that, if The Contractor has to pay professional fees in taking action as a result of breach of any ‘Service Agreement’ in place or these ‘Terms and Conditions’, then The Customer will indemnify The Contractor against all reasonable legal and other costs associated with this action.

COMPLIENCE AND RECOMMENDATIONS

11. Where routine inspections are carried out, The Fire Alarm System will be tested against the standard for the given Category as defined in the Fire Risk Assessment for the Customer’s site or by which it has been historically Categorised in the Fire Alarm System Log Book or Certification. Upon completion of the testing of the Fire Alarm System, an ‘Inspection and Servicing Report’ will be issued and any deviations from the standard tested against will be recorded in the ‘Observations and Recommendations for Action to be Taken’ section.
12. Upon completion of the testing of the Emergency Lights, an ‘Inspection and Test’ certificate will be issued, and any failed lights will be recorded in the ‘Addition or Modification’ section.
13. It is the responsibility of The Customer to pay particular attention to the above- mentioned sections and to take the necessary actions to ensure that any recommendations are carried out.

PERFORMANCE

14. The Parties agree to do everything necessary to ensure that the terms of any ‘Service Agreement’ or these ‘Terms and Conditions’ take effect.
15. The Contractor agrees to endeavour to repair any faults as soon as possible, however, attendance on site is not a guarantee of full repair and further attendance may be required.
16. Force Majeure – Any failure by either Party to perform any obligations by reason of any cause beyond their reasonable control shall not be deemed a breach of any ‘Service Agreement’ or these ‘Terms and Conditions’.

SAFETY AND SECURITY

17. The Contractor agrees to carry out a Risk Assessment before commencement of work, a copy of which will be available to The Customer upon request.
18. The Contractor agrees to take care to follow any health and safety rules, regulations and security requirements that apply at The Customer’s site, which The Customer shall inform him of.
19. The Customer agrees to inform The Contractor of any working conditions, operations or processes at The Customer’s Site that may be hazardous, and The Contractor reserves the right to withdraw from The Site if any significant hazard becomes apparent, and to make additional charges for the aborted visit, and for re-attendance when the hazard has been cleared.

ACCESS

20. The Customer agrees to provide safe access within a reasonable time to the equipment being Serviced at the time of the Service visit.
21. Where routine inspections are carried out and where access is not granted to any equipment due to be tested according to the Service schedule (as detailed in The Log Book), then this will be noted on the ‘Inspection and Servicing Report’ and be included for testing during the next Service visit.
22. The Customer may cancel a Service appointment without charge up to two hours before the arranged time. Otherwise, The Customer agrees to pay the cost of lost time to The Contractor If access is refused after the Service appointment has been made.
23. The Contractor agrees to provide specialist test equipment for the periodic testing of smoke and heat sensors mounted at high level on ceilings, so as to avoid the need to use ladders, steps, towers etc. The Customer agrees to provide or bear the cost of hiring any specialist access equipment, ladders, steps, towers etc. needed to safely access other equipment at high level such as fuse boards, interfaces, equipment in ceiling voids, etc. or, any equipment (including sensors) that require access for the purpose of fault finding or carrying out repairs.

MONITORING EQUIPMENT (IF APPLICABLE)

24. Where the Fire Alarm System has a remote signalling connection, The Customer agrees to be responsible for obtaining, repairing, maintaining and paying the rental charges for the necessary Telecommunications services suppliers’ equipment and the rectification of any faults associated with it.
25. The Customer agrees to pay for any associated Receiving Centre costs.
26. The Contractor does not accept any liability in connection with the above-mentioned Monitoring equipment.
27. In the event of termination of any ‘Service Agreement’, The Customer agrees to thereafter be responsible for making their own arrangements in regard to any Monitoring or other continuing services which may be required.

DELIVERY AND STORAGE OF PARTS AND MATERIALS

28. The Customer agrees that any parts and materials delivered to and kept on the Customer’s site (including hired equipment and tools) for the purpose of carrying out any agreed additional works or repairs, shall be at the sole risk of The Customer and The Customer shall take responsibility for the care of them.

LIMITATIONS OF LIABILITY

29. The Customer agrees that The Contractor will not be liable for any loss due to failure of the Fire Alarm System or the Emergency Lights to operate. It is the responsibility of The Customer to carry out and record the ‘Weekly tests’ on the Fire Alarm System and the ‘Monthly tests’ on the Emergency Lights, thus checking for System functionality between the Periodic Service Visits.
30. The Customer agrees to adequately insure and indemnify The Contractor against all loss and risks that The Customer could reasonably suffer as a result of the failure of the Fire Alarm System or Emergency Lights.
31. The Customer agrees that The Contractor shall not, except through negligence or breach of contract, be liable for any loss of or damage to The Customer’s Site or any property therein or the death or injury of any person caused by reason of failure of the Fire Alarm System or Emergency Lights to operate at all or correctly due to any inadequacy in design, installation or maintenance of them, or by reason of any failure to transmit signals between The Customer’s Site, Alarm Receiving Centre or Fire Brigade howsoever caused where the same are to be transmitted.
32. The Customer agrees that any liability of The Contractor through negligence or breach of contract by The Contractor for any such loss, damage, death or injury shall under no circumstances whatsoever exceed £100,000, and The Customer agrees to indemnify The Contractor in respect of such liability incurred by its third parties in excess of the said total amount.
33. The Customer agrees to inform The Contractor in writing or by e-mail of any incident or circumstance whatsoever which gives rise to any claim whatsoever by The Customer against The Contractor within seven days of the occurrence, the incident or circumstance. Such information must include the full details known to The Customer of the date, time and circumstance and cause of any loss or damage, the basis of any claim of possible damage against The Contractor (its servants, employees and agents) and of all damage or loss incurred or suffered by The Customer or any other person. No claim will be considered unless this condition is strictly complied with, and any breach whatsoever of The Customer obligations shall release The Contractor from liability (if any) in this respect arising from such incident or circumstance.
34. The Customer agrees to take all reasonable steps to ensure that the Fire Alarm System causes no distress or nuisance to any third parties and indemnify The Contractor against claims made by police, Fire Brigade, Local or Other Authority or Civil Action.
35. The Customer agrees to bear the full responsibility for any charges levied by the Police, Fire Brigade or other services in connection with the use or activation of the Fire Alarm System, no matter how caused.
36. The Customer agrees that the Contractor will not be liable for any loss of use or corruption of software, data or information as a result of isolating power supplies for the purpose of testing The Fire Alarm System or Emergency Lights. It is the Customers responsibility to have the fuse boards on their premises marked up correctly and to have a safe means of isolation for testing.

TERMINATION OF A SERVICE AGREEMENT

37. Both Parties Agree that any notice required to be given by either party under a ‘Service Agreement’, shall be deemed to have been sufficiently given if e-mailed or properly addressed and sent by post to the other party, and upon reaching its destination.
38. The notice period will be as per clause no. 4 of these Terms & Conditions.
39. Termination of a ‘Service Agreement’ by The Customer will not be deemed to be complete until all outstanding payments have been received.
40. The Customer agrees that The Contractor may terminate their ‘Service Agreement’ and/or withdraw all or any of its services or obligations hereunder (whether temporarily or permanently at The Contractor’s absolute discretion) if any invoice is outstanding beyond its term or in the event that The Customer is in breach of any term or condition of the Agreement, subject to notice of not less than seven days being given to The Customer in writing or by e-mail.
41. Any such termination, withdrawal or suspension of services or obligations arising under the Agreement, as may occur by virtue of the above-mentioned provision, shall be without prejudice to the right of The Contractor to reclaim any payment due from The Customer.

SEVERABILITY

42. In the event that any of the provisions of a ‘Service Agreement’ are held to be invalid or unenforceable in whole or in part, all other provisions will nevertheless continue to be valid and enforceable with the invalid or unenforceable part severed from the remainder of the Agreement.

WAIVER

43. The waiver by either Party of a breach, default, delay or omission of any of the provisions of a ‘Service Agreement. by the other Party will not be construed as a waiver of any subsequent breach of the same or other provisions.
44. Both Parties agree that each clause of any ‘Service Agreement’ operates separately. If any court or relevant authority decides that any of the clauses are unlawful, the remaining clauses will stay in full force and effect. In this case both Parties will negotiate in good faith to amend the provision so that, as amended, it is lawful and enforceable.

WARRENTY

45. Warranty covers any defects in parts or materials provided, or workmanship by The Contractor to The Customer, with the exceptions stated below:
46. Warranty will last for twelve months from the date of provision.
47. Warranty does not cover damage or defect caused by misuse, neglect, use in violation of instructions or interfering or repair by a third party.

ENTIRE AGREEMENT

48. Any ‘Service Agreement’ will be the entire Agreement between both Parties and replaces all previous agreements, promises, assurances, guarantees, representations and understandings (whether in writing or e-mail or otherwise)