TERMS AND CONDITIONS
In these Conditions the following definitions apply:
“Agreement” – means this legally binding agreement, including the Conditions
“Commencement Date”- means the date upon which the Equipment is installed and the System is commissioned
“Conditions” – means the terms and conditions set out in this document;
“Consequential Loss” – means any loss of an indirect or consequential nature including, but not limited to, loss of profit, reputation, contract or facility.
“Cost” – means the total charge for the Equipment as set out on the face of the Order and may include an authority fee payable to the police or other emergency service provider;
“Delivery Location” – the property / location where the Equipment is installed, as set out on the face of the Order;
“Monitoring Centre” – means the monitoring centre which receives alarm signals sent from the System, operated by a Third Party;
“Delivery Date” – means the non-binding date we quote for delivery and installation of the Equipment;
“Equipment” – means the equipment purchased by you pursuant to the Conditions and specified on the face of the Order;
“Installation” – means installation and commissioning of the Equipment at the Delivery Location;
“Order” – means your order for the Equipment;
“System”- means the system for sending an alarm signal to the Monitoring Centre from any Equipment with such capability;
“Telecommunication Services”- the provision of electricity, telephone lines, satellite links, wifi, the internet and any other similar services;
“Term” – means the term of years set out on the face of the Order form or, where there is no such specified term, a period of 1 year
“Third Party” – means any person or organisation or entity which is not us, or anyone authorised to work on our behalf
“we, us or our, etc” – means Freedom Fire and Security Maintenance Limited with company number 06296505.
2. Application of these Conditions
2.1 These are the terms and conditions upon which we agree to supply and Install the Equipment.
2.2 When you place an Order with us, you make a binding offer to purchase the Equipment in accordance with these Conditions. The specification of the Equipment and the System, and the extent of the Installation, is as set out in the Order.
2.3 We reserve the right at all times to reject any Order, in whole or in part, at our sole discretion.
2.4 The Agreement will be formed on the date it is signed by you.
2.5 We will not accept any variation to these Conditions, an Order or quotation from us unless the variation is expressly agreed by us in writing and signed by a duly authorised signatory on our behalf.
2.6 The Conditions apply to the Agreement to the exclusion of any other terms that you seek to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
3. The Equipment and Installation
3.1 In consideration for the Cost, we will supply you with the Equipment.
3.2 We are not responsible, and accept no liability for, any Installation carried out by a Third Party. Where we are carrying out the Installation for you, the provisions of clauses 3.3 – 3.4 will apply.
3.3 You agree to co-operate with us in all matters relating to the Installation, particularly by:
(i) providing us with access to the Delivery Location as required by us for any matter connected with the Installation;
(ii) providing us with such information or assistance as we may request from you that we require in order to carry out the Installation;
(iii) ensuring that, if you are not the owner of the Delivery Location, you have the owner’s permission for the Installation; and
(iv) notify us of the location of any pipework located in walls where the installation will be carried out or any other information about the Delivery Location may reasonably be required by a contractor carrying out works therein
3.4 We will endeavour to carry out the Installation on the Delivery Date but we cannot guarantee that we will be able to do so. Delivery Dates are an estimation only.
3.5 Any Equipment connected to the Monitoring Centre relies on Telecommunication Services to function correctly. If there is any disruption to the Telecommunication Services, it could result in a signal from the Equipment not being received or the signal being delayed. We do not provide nor do we have any control over the provision of Telecommunication Services and as such we do not accept any liability for any failure, interruption, lack of service or fault with any such services which results in the Equipment failing to operate correctly.
3.5 You shall:
(a) comply with our written instructions and any written instructions of the manufacturer in respect of the use and operation of the Equipment;
(c) notify us as soon as possible if you become aware of any fault with the Equipment.
3.7 You must not remove, reset, modify, alter or damage the Equipment or any part of it without our authority or instruction.
3.8 All charges for Telecommunication Services are yours alone.
3.9 We will Install to the standard specified on the face of the Order. When Installation is complete, we will provide you with a handover completion certificate. We will provide a certificate of conformity when the Equipment is paid for by you in full.
4. Charges and Payment for the Equipment
4.1 You should pay the Cost to us in the amounts shown and at the times set out the order form. Where the order does not specify payment terms, you must pay the Cost in full in cleared funds prior to the Delivery Date. We may refuse Installation if payment is not made in full in accordance with this Condition.
4.2 You may be charged for any replacement parts to the Equipment which we install, unless this arises as a direct consequence of fault or defect in the Equipment within the warranty period, excluding wear and tear.
4.3 We reserve the right to charge additional fees at our prevailing rates where:
(a) You require work to be carried out more urgently than originally agreed;
(b) You change the specification of the Equipment, System or order;
(c) The Delivery Location is unsuitable for the Equipment, or there is some other factor that delays or hinders Installation beyond our reasonable control;
(d) You require Installation to take place outside of our normal working hours;
(e) There are other material circumstances not known to us at the time of delivering the quotation;
(f) We are required to reset the Equipment;
(g) We incur time or cost as a consequence of your breach of the Agreement.5. Title and Risk
5.1 Risk of damage to or loss of the Equipment shall pass to you on completion of the Installation if the Installation is carried out by us, or on the date of delivery of the Equipment if Installation is carried out by a Third Party.
5.2 Legal and equitable title to the Equipment shall pass to you at the time when the Cost has been paid in full. You must take good care of the Equipment until such time as it is fully paid for.
5.3 In the event that the Cost is not paid in full in accordance with these Conditions, you grant us an irrevocable licence to attend the Delivery Location to uninstall and remove the Equipment, the costs for which shall be paid for by you on demand. Where you do not own the Delivery Location, you warrant that you have the owner’s permission to grant this licence and you shall, in any event, keep safe and guarantee preservation of the Equipment in the case of default.
6.1 In consideration of the maintenance charges as set out in the Order, we will maintain the Equipment for you subject to the Conditions. To enable us to do this, you must:
(a) provide us with access to the Delivery Location as reasonably required by us to carry out maintenance on the Equipment;
(b) provide us with such information as we may reasonable request from you that we require in order to maintain the Equipment and ensure there is adequate electricity supply for the Equipment;
(c) ensure that the Delivery Location is suitably prepared for us to undertake the maintenance of the Equipment.
6.2 You are responsible for arranging for maintenance visits, although we ordinarily provide you with at least two reminders. Where you fail to arrange a maintenance visit with us within 12 months of Installation or another maintenance visit by us, we will have no responsibility, and accept no liability, for maintaining your Equipment, unless we agree otherwise in writing, although you are still liable for our charges.
6.3 We are not responsible for testing the System on an on-going basis and we do not accept liability for any faults or defects in the System. It is recommended that you test the System on a regular basis and at least once a year, in addition to any other recommendations of the manufacturer or us. You must notify us immediately if you detect a fault with the System. Please read our advice leaflets about testing carefully. You agree to follow the advice therein.
7. Charges and Payment for Maintenance
7.1 You agree to pay to us the charges for maintenance as set out in the Order, subject to this Condition 7.
7.2 Unless we have agreed to provide a comprehensive maintenance service, we reserve the right to charge additional fees at our prevailing rates where:
(a) we are required to repair or inspect the Equipment outside of a regular maintenance visit, unless such inspection or repair is a direct consequence of our breach of the Agreement;
(b) we are required to provide replacement parts or batteries.
7.3 Where we have agreed to carry out a comprehensive maintenance service, we will carry out the visits specified in the service schedule (subject to the Conditions, and particularly your obligation to arrange them). In which case we shall carry out any repairs, and supply any parts, as are reasonably necessary because of any fault in the Equipment caused by reasonable wear and tear.
7.4 In any case, we reserve the right to charge additional fees at our prevailing rates where:
(a) we have to supply additional labour or parts, or carry out additional work, as a consequence of your breach of the Agreement;
(b) we have to replace obsolete Equipment or parts;
(c) we have to replace or repair Equipment or parts damaged by a Force Majeure Event;
(d) we have to replace or repair Equipment or parts diagnosed as faulty or defective prior to the Commencement Date.
7.5 We may increase the charge for the maintenance service on one month’s notice in writing.
8. Maintenance: Term and Termination
8.1 We shall begin to provide the maintenance service on the Commencement Date and continue to do so for the Term, and thereafter yearly, subject to this Agreement being terminated in accordance with this Condition 8.
8.2 You may terminate the Agreement by giving no more than six nor less than two months’ notice in writing ending on the expiry of the Term.
8.3 The Agreement shall automatically renew yearly if not terminated in accordance with Condition 8.2 above, whereafter you may terminate it by giving no more than six nor less than two months’ notice in writing ending on the first or any subsequent anniversary of the expiry of the Term.
8.4 We may terminate the Agreement any time where:
(a) you are in material breach of the Agreement and such breach is not remedied, if capable of remedy, within thirty days of notification by us;
(b) you appoint an administrator, administrative receiver, receiver or otherwise enter into any voluntary agreement with your creditors outside of your normal working terms
(c) acting in good faith, it is regarded by us as in our best interests to do so.
8.5 On termination of the Agreement (howsoever terminated):
(a) you will within 10 business days pay all outstanding sums due to us and not disputed by you in good faith;
(b) the accrued rights and liabilities of you and us will not be affected by the termination of the Agreement;
(c) any condition of the Agreement which expressly or by implication is to survive termination will do so;
(d) we shall no longer be liable, nor accept any liability, for maintaining the Equipment, and you should make your own arrangements for this.
9. General terms relating to charges
9.1 In respect of any charges for which you are liable under these Conditions, such charges:
(a) are exclusive of value added tax, which shall be paid by you in addition to the charges;
(b) shall be made by the due date, failing which we may charge you interest on late payments on a daily basis at a rate equivalent to 4% above the base lending rate of Barclays Bank plc then in force; and
(c) shall be paid without deduction or set-off in pounds sterling by cheque or direct transfer as we direct.10. Force Majeure
10.1 We will not be liable or responsible for any failure to perform, or delay in performance of, any of our obligations under these Conditions that is caused by a Force Majeure Event.
10.2 A Force Majeure Event means any act or event beyond our reasonable control, including without limitation strikes, lock-outs or other industrial action by third parties, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster, interruption to electricity or other utility supply, events caused by your breach of the Agreement or failure of public or private Telecommunications Services.
10.3 If a Force Majeure Event takes place that affects the performance of our obligations under these Conditions:
(a) we will contact you as soon as reasonably possible to notify you; and
(b) our obligations under these Conditions will be suspended and the time for performance of our obligations will be extended for the duration of the Force Majeure Event. We will restart the Services as soon as reasonably possible after the Force Majeure Event is over if it is possible to do so.
11. Liability – your attention is particularly drawn to this clause
11.1 Nothing in these Conditions is intended to exclude our liability where the laws relating to consumer protection or contract law prevents us from doing so, including:
(d) for death or personal injury caused by our negligence;
(e) for breach of the terms implied by the Consumer Rights Act 2015 which may not be excluded by law;
(f) for defective products under the Consumer Protection Act 1987; or
(g) for fraud or fraudulent misrepresentation.
11.2 Subject to Condition 11.1:
- We shall under no circumstances whatsoever be liable to you, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any Consequential Loss; and
- Our total liability to you in respect of all other losses arising under or in connection with the Agreement, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed the Cost.
11.3 All warranties, conditions or terms relating to fitness for purpose, quality or condition of the Equipment, whether express or implied by statute or common law or otherwise, are excluded to the fullest extent permitted by law
11.4 Our employees, agents and representatives are not authorised to make any representations or give any warranty, guarantee or undertaking on our behalf unless confirmed in writing by our authorised officer in writing. You warrant and acknowledge that you have not relied on any representations, warranty, guarantee or undertaking unless so confirmed in writing by us in accordance with this Condition.
11.5 We are not responsible in any way for the provision of the Monitoring Centre and do not accept any liability for any act or omission of the Monitoring Centre in respect of any alarm signal sent by the System.
11.6 Notwithstanding the generality of any other part of this Condition 11, we make no warranty or representation about the Equipment’s effectiveness and particularly whether or not the Equipment can be neutralised, circumvented or otherwise rendered ineffective by a Third Party and we shall have no liability whatsoever in such eventuality.
11.7 You must advise us if there are goods in the Delivery Location cumulatively worth more than of £250,000, or if the Delivery Location is worth more than £2,000,000. You must have, in all cases, consulted with your insurers about the nature and appropriateness of the Equipment. We make no representation or warranty about the compatibility of the Equipment with any particular insurance scheme or policy terms and conditions.
12. Other important terms and information
12.1 Notices under this Agreement will be in writing and sent to the persons and addresses set out in the Order. They may be given, and will be deemed received:
(h) by first-class post: two business days after posting;
(i) by hand: on delivery;
12.2 No delay, act or omission by either you or us in exercising any right or remedy will be deemed a waiver of that, or any other, right or remedy.
12.3 This Agreement is not enforceable by any third party under the Contracts (Rights of Third Parties) Act 1999 or otherwise.
12.4 The Agreement constitutes the entire agreement between you and us in relation to its subject matter. No other terms apply.
12.5 This Agreement is personal to you and may not be transferred to any other person. We may transfer the Agreement to another service provider and will inform you should we seek to do this.
12.6 Nothing in the Agreement, nor any aspect of our business relationship with you, shall be deemed to constitute a partnership or joint venture between you and us, nor the relationship of employer and employee under a contract of service, nor the relationship of principal and agent.
12.7 If any provision of the Agreement is declared by any judicial or other competent authority to be void, voidable, illegal or otherwise unenforceable, or if indications of this are received by either of us from any relevant competent authority, we shall amend that provision in such reasonable manner as achieves the intention of the parties without illegality, or at my discretion, that provision may be severed from this Agreement, and in either event, the remaining provisions of the Agreement shall remain in full force and effect.
12.8 This Agreement will be governed by the law of England and Wales and the parties submit to the exclusive jurisdiction of the English courts.