Terms and Conditions
for the sale and supply of Goods and Services
9. Data protection and data processing
1. Introduction
These Terms and Conditions are designed to safeguard both you and us. Our intention is to ensure clarity regarding how we supply Goods and Services (defined below), in order to prevent any potential confusion down the line. This document aims to comprehensively elucidate all aspects of our services and charges, ensuring you possess a precise comprehension of the arrangement between us, while also serving as a point of reference for times ahead.
Please read these Terms and Conditions carefully before you submit your order to us. These terms and conditions tell you who we are, how we will provide goods and services to you, how you and we may change or end the contract, what to do if there is a problem and other important information.
Who we are – We are Bickley Fire & Security Specialists Ltd, (BFSS).
How to contact us – If your query relates to the specific Goods or Services you have ordered, or for general enquiries or questions or queries about these terms and conditions, you can contact us by telephoning at 07881 545 015 or by writing to us at admin@bfss.co.uk
How we may contact you – If we need to contact you, we will do so by telephone or by writing to you at the email address or postal address you provided to us in your order.
This Agreement is between BFSS Ltd herein called “The Company” and the customer herein called “The Customer” who has accepted the agreement by submitting an order to us.
Most recent review: 18 January 2024
2. Definitions
Alarm Receiving Centre: A continuously manned remote centre to which alarm activations are signalled (Remote Monitoring) and passed to the relevant authority (e.g. Fire, Police, Keyholders).
Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.
Call out: means the response to a customer reporting a fault with their security system and the subsequent repair of such faults, including false alarms from security systems.
Client/Customer: You, the person or firm who purchases the Goods and Services from the BFSS
Company: The Company, Bickley Fire & Security Specialists Ltd, (BFSS).
Completion: all system costs shall be paid in full on completion of installation. The issue of the Company’s Handover Certificate to the customer shall be conclusive evidence of completion. Signing the Job sheet document signifies your satisfaction with the completed works carried out.
Contract: the contract between the Company and the Client for the sale and purchase of the Goods and Services in accordance with these Terms and Conditions and pursuant to the Order, the schedule (if any), and any document the Company provides which is stated as being included in the Contract including contracts for Extra Services or Call out.
Cooling Off Period: a period of 14-days from the date of the Contract which applies to Consumer clients only.
Extra Services: Any additional Services the Client requires, and which do not form part of the Services already contracted for as set out in the Order. Such services may be carried out during a Call Out and Extra Charges shall apply.
Insurance: The Company carries limited liability insurance in connection with its business, details of which are available upon request.
Installation: The installation of the security system as specified in the quotation.
Force Majeure Event: an event or circumstance beyond a party’s reasonable control, including without limitation: act of God, explosion, flood, tempest, fire or accident; war or threat of war, act of terrorism, sabotage, insurrection, civil disturbance or requisition; acts, restrictions, regulations, bye-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority; import or export regulations or embargoes; strikes, lock-outs or other industrial actions or trade disputes; difficulties in obtaining raw materials, labour, fuel, parts or machinery; power failure or breakdown in machinery; or exhaustion of stock
Goods: the goods (or any part of them) set out in the Order which includes any apparatus, field device, cabling, materials or equipment (including any part thereof or any instalment of them), which the Client orders and BFSS agrees to supply.
Maintenance Services: inspecting, testing and servicing the Goods in accordance with Regulations.
Normal Working Hours: 9.00 am to 5.00pm Monday to Friday, except public and bank holiday. Works outside this normal working hour have an extra charge of 20% for Saturdays and
Order: the Client’s order for the Goods and / or Services as set out in the Client’s written acceptance of BFSS’s Quotation, or by verbal agreement between the Client and BFSS as the case may be.
Personal Data: has the meaning set out in section 1(1) of the Data Protection Act 1998 and relates only to personal data, or any part of such personal data, in respect of which the Client is the Data Controller and in relation to which the Company is providing services under the Contract.
Preventative Maintenance: means the routine inspection of the installation to confirm that it continues to function in accordance with the quotation and to identify and rectify any items found faulty, worn, or in need of scheduled replacement. The Company offers different types of Preventative Maintenance agreements offering different levels of cover.
Processing and process: have the meaning set out in section 1(1) of the Data Protection Act 1998.
Premises: The premises referred to in the quotation or where the security system subject of this agreement is installed, repaired, or maintained
Quotation/Estimate: a statement issued by BFSS which includes details of the cost for Goods and Services and other costs relevant to the Order
Regulations: applicable British standards and regulations and / or the EU equivalent which govern the provision of Goods and Services
Services: the services, including Design Services, Installation Services, Repairs, Commissioning Services and Maintenance Services (or any part of them) set out in the Order or any other services the Client orders and The Company agrees to supply pursuant to these Terms and Conditions and which may include Extra Services.
Specialist Contractors: third-party contractors specialised in their area of service.
System: means all the equipment supplied by The Company; this includes Control Units, Electronic Detection Units, Wiring Circuits, Batteries, Contacts, Tubes and all other detection devices and components which make up the System.
Terms & Conditions: The documents forming this agreement may include the Quotation, Acceptance, Order. Handover documents and any other terms defined herein.
Unauthorised use: using the Goods (or any part of them) incorrectly or for the wrong reason. The Company shall decide if the use is unauthorised.
3. Quotation Acceptance
3.1 Paying the deposit or verbally instructing the Company to carry out work is a ‘contract’ and signifies the acceptance of these Terms and Conditions along with any other requirements defined in the quote.
3.2 Nothing in these Terms and Conditions, either stated or implied shall detract from the Customer’s statutory rights. Our Terms and Conditions may be updated occasionally and supersedes all others.
4. Costs & Quotation
4.1 Payment is due within 14 days from the invoice date.
All works above £500 require a 30% deposit to be settled prior to scheduling a works date and site attendance. A deposit invoice will be issued upon acceptance, once in receipt of the paid deposit.
4.2 All costs shall be paid for in full on completion of the installation or work. The issue of the Company’s Handover Certificate to the customer shall be conclusive evidence of completion.
4.3 The Company shall invoice the Client for the goods and Services as specified in the Order. Subject to any payment terms specified in the Order, the Client shall pay the invoice in full and in cleared funds as per invoice due date. Payment shall be made to the bank account nominated in writing by the Company, as under Section 69 of the County Courts Act 1984.
4.4 Any delay in payment upon completion, the customer shall be liable to pay interest to the company on such sum from the completion date at the annual rate of 8% plus the Bank of England base rate accruing on a daily basis until payment is made in full, compensation for debt recovery costs under the Late Payment legislation, hearing fees and small claims fees and other debt recovery fees.
4.5 The Client shall reimburse the company on a full indemnity basis, including all costs, expenses and an administration fee in connection with any recovery of any money outstanding.
4.6 All equipment remains the property of the company until full payment is received, the customer hereby agrees to allow us to access your premises for the purpose of recovering the equipment if full payment is not received within 7 days of the completed work.
4.7 The Company will not be liable for any faults of the equipment installed, repaired or maintained until full payment is received.
4.8 If you cancel or change the arranged booking with less than seven days before installation, we may charge you for any equipment we have bought for your premises and make a reasonable charge for the loss of a day/s labour.
4.9 Should any delays be incurred on site through no fault of the company, we reserve the right to forward additional charges as necessary.
4.10 The quotation is fixed for a period of 30 days and for the installation to be complete within 3 months of the date of the agreement.
4.11 The quoted cost of the installation may be revised if:
You want the work carried out more urgently than agreed.
-You want the work to be carried out of normal working hours.
You change the quotation details.
Your premises are in some way unsuitable for the installation to be completed, for reasons or circumstances that was not apparent at the time of the original survey or there are circumstances we were not aware of at the time of providing our quotation.
4.12 The Company shall be entitled to charge the Client Extra Charges for Extra Services or Call outs and, (a) any expenses reasonably incurred by the individuals whom the Company engages in connection with the Services or Extra Services, including travelling expenses, hotel costs, subsistence and any associated expenses; (b) the cost of services provided by third parties and required by the Company for the performance of the Services or Extra Services; and (c) the cost of any materials.
4.13 The Company reserves the right to:
increase the charges for the Services upon expiry and renewal of the Contract.
increase the price of the Goods, by giving notice to the Client at any time before delivery, to reflect any increase in the cost of the Goods to the Company that is due to: a) any factor beyond the control of the Company (including foreign exchange fluctuations, increases in taxes and duties, and increases in labour, materials and other manufacturing costs); b) any request by the Client to change the delivery date(s), quantities or types of Goods ordered, or the Design Specification; or c) any delay caused by any instructions of the Client in respect of the Goods or failure of the Client to give the Company adequate or accurate information or instructions in respect of the Goods.
4.14 The Client shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). The Company may at any time, without limiting any other rights or remedies it may have, set off any amount owing to it by the Client against any amount payable by the Company to the Client.
4.15 Any quoted discount shall not be applicable unless payment is made in strict accordance with these Terms and Conditions.
4.16 At the discretion of and upon request by the Company, the Client shall pay the amount requested by the Company on pro-forma invoice prior to the issue of Goods or Services to the Client.
4.17 Any WIFI and telephone installation, rental and call charges are the responsibility of the client. The telephone must be capable of making outgoing calls, not have call barring or other special service on it, which may prevent the operation of the remote signalling equipment.
4.18 If you change your internet or telephone service provider once the system has been installed we will need to test the operation of the remote signalling device to ensure compatibility.
4.19 All monitored systems that utilise a Digital Communicator, are required under the current Regulations to communicate automatically with the Alarm Receiving Centre every 24 hours, to ensure that the signalling is in working order. Where you have a hard-wired communicator, these calls are made to the Alarm Receiving Centre who have opted for a telephone number in the 0870 (Non-Geographical) range. You may see these charges on your telephone bill and you are responsible for these charges – where your provider makes a charge for such calls. Note: This does not apply to the GSM ‘DigiAIR’ systems, the call costs for which are included in your monitoring charge.
4.20 The addition of Broadband onto the telephone line on which your alarm is connected, will disrupt the ability of the alarm to dial out. You will need to arrange for the Company to fit an ADSL filter to your alarm communicator, for which a cost will be levied.
5. Quality
5.1. The Company warrants that subject to clause 5.3, on delivery or from the date Commissioning Works are complete (as applicable), and for a period of 12 months or for such period as the manufacturer’s warranty for the Goods or part of the Goods apply (warranty period), the Goods shall:
conform in all material respects with their description and any applicable specification; and
be free from material defects in design, material and workmanship; and
be of satisfactory quality (within the meaning of the Sale of Goods Act 1979);
5.2. Subject to clause 5.3, if:
the Client gives notice in writing to the Company during the warranty period within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause 5.1;
the Company is given a reasonable opportunity to examine such Goods; and
the Client allows the Company to examine the Goods and pays the relevant Call out charge (i.e. to cover the Company’s costs to attend the Site), the Company shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full.
5.3. The Company shall not be liable for the Goods’ failure to comply with the warranty set out in clause 5.1 in any of the following events:
The Goods are not installed, commissioned or maintained by the Company;
the Client makes any further use of such Goods after giving notice in accordance with clause 5.2;
the defect arises because of Unauthorised Use;
the defect arises because the Client failed to follow the Company’s oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Goods or if there are none, good trade practice regarding the same;
the defect arises as a result of the Company following any drawing, design or specification supplied by the Client;
the Client alters or repairs such Goods without the written consent of the Company;
the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions;
the Goods differ from their description or the Design Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements / Regulations, and
– the Client has not paid in full the respective invoice(s).
5.4. Except as provided in this clause 5, the Company shall have no liability to the Client in respect of the Goods’ failure to comply with the warranty set out in clause 5.1.
5.5. The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
5.6. These Terms and Conditions shall apply to any installed, repaired or replacement Goods supplied by the Company.
5.7. The company will do its utmost to supply and instal the system within a reasonable timeframe and to keep all systems operating efficiently.
5.8. The Company shall be under no liability to the Client if title in the Goods has not passed to the Client, i.e. if the total price for the Goods and Services have not been paid by the due date for payment.
6. Services
6.1 The Company shall supply the Services and Goods to the Client in accordance with the Service Specification as described in the Quotation.
6.2 The Company will use reasonable skill and care in identifying any concealed services not so pointed out. The Company will only be liable for damage to these services or for resulting damage to the extent that it does not take such reasonable care.
6.3 The Company shall use all reasonable endeavours to meet any performance dates for the Services specified in the Order, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.
6.4 The Company reserves the right to amend the Service Specification or Order if necessary to comply with any applicable law or regulatory requirement, Regulations, or if the amendment will not materially affect the nature or quality of the Services, and the Company shall notify the Client in any such event.
6.5 Some Services are subject to the weather conditions to be carried out.
6.6 If the Company’s performance of the Services is affected by events outside of its control, including a Force Majeure Event, the Company will contact the Client as soon as reasonably possible and take steps to minimise the effect of the delay. Provided the Company does this, the Company will not be liable for delays caused by the event and will use reasonable endeavours to allocate a suitable date and time thereafter for performance of the Services.
6.7 The Company shall be entitled to suspend Services until full payment for the relevant Goods and Services has been received by the Company, in accordance with the Quotation and these Terms and Conditions.
6.8 The System will be installed in accordance with the recommendations contained in the current British Standards. Any change made in the Standard will not be deemed to be retrospective to existing installations.
6.9 On installation, the Company will educate the designated person(s) of its use; this will be accompanied with an instruction manual on new installations where applicable. Briefing and demonstration of the System to the Customer or his/her representative. (There will be an additional charge if further instructional visits are required.)
7. Clients’ obligations
7.1 The following duties must be carried out by the Client before installation starts to enable The Company to successfully install the System. The Client must:
Obtain and pay for all necessary consents and licences for the installation of the System (such as landlord’s consent); by instructing the company and proceeding with this agreement the Client guarantees that they have full authority to allow the Company to install and maintain the installation and no other consents are required;
Give the Company access to the premises on the date and time agreed to install the System and arrange for easy and unobstructed access to all working areas and surfaces for the Company engineers to carry out the necessary work to install the System. Failure to do so, extra charges may apply;
Comply with all applicable laws, including health and safety laws;
Supply adjacent to the intruder alarm control unit, a non-switched fused 240v spur outlet, unless the Company’s engineer has been requested to fit this device by the Customer and this has been noted on the Quotation;
Prepare the Client’s Site / premises for the supply of the Services as instructed by the Company, failure to do so, extra charges may apply;
Advise the Company of the existence of concealed water, gas, electricity, telephone or other services and point out to the installation engineer their location before work commences.
7.2 Be responsible, where required and requested, for the lifting of any floorboards or floor coverings other than carpets, where required. Note that the Company cannot be held responsible for any damage as a result of lifting and refitting carpets or be responsible for any proposed flush fitting of units and making good thereafter.
7.3 If the Customer wishes the Company to use any existing equipment as part of the System, it will be assumed to be in full working order. Where the Company on installation discovers this is not the case, any work required to bring such equipment up to an acceptable standard will be charged for on a time and material basis, only after agreement with the Customer.
7.4 Where damage could be caused which may not be immediately apparent to our engineers, the Company cannot be held liable where it has not been notified of such a possibility.
7.5 The Client acknowledges that Specialist Contractors may be required to complete certain services / works before the Company can continue and / or complete the Services contracted for. The Client understands that it is not always possible for the Company to anticipate whether Specialist Contractors will be required. If the Company notifies the Client that Specialist Contractors are required, the Company will provide the Client, when possible, with details of preferred Specialist Contractors. The Client agrees to pay all the costs and fees associated with the Specialist Contractors. Failure by the Client to agree to the appointment of a Specialist Contractor will constitute a client default under these Terms and Conditions.
7.6 If the Company’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Client or failure by the Client to perform any relevant obligation (Client Default):
a) without limiting or affecting any other right or remedy available to it, the Company shall have the right to suspend performance of the Services until the Client remedies the Client Default, and to rely on the Client Default to relieve it from the performance of any of its obligations in each case to the extent the Client Default prevents or delays the Company’s performance of any of its obligations;
b) the Company shall not be liable for any costs or losses sustained or incurred by the Client arising directly or indirectly from the Company’s failure or delay to perform any of its obligations; and
c) the Client shall reimburse the Company on written demand for any costs or losses sustained or incurred by the Company arising directly or indirectly from the Client Default.
8. Maintenance and Monitoring
1. This Agreement is between BFSS Ltd herein called “The Company” and the customer named above who has accepted the agreement herein called “The Customer”.
2. The equipment specified as detailed in the specification herein called “The System”.
3. The Maintenance and Monitoring (if applicable) charge is to be paid annually in advance, commencing 12 months after the completion date of the installation. This shall be notified by Pro-Forma Invoice, a minimum of 45 days in advance of the renewal date.
4. The Company will carry out Monitoring and Maintenance services as set out in the installation notes and as agreed in writing between the Customer and the Company.
5. This agreement shall remain in force for a minimum period as shown in the maintenance contract and thereafter shall be deemed to have been renewed annually upon payment of the annual maintenance fee The Company will offer ongoing agreements and will send details and a quotation for the following year’s charges, four weeks approximately before expiry of the annual term. The Company shall have the right to increase such charges at each renewal from year to year.
6. Either party has the right to terminate this agreement at any time giving two months’ notice in writing for ‘monitored systems and one months’ notice in writing for all other systems.
7. The Customer may terminate Monitoring at any time, by giving at least 60 days written notice. This is particularly important at the annual renewal as you will only normally receive renewal documents 30 days before the agreements expires.
8. This agreement is only valid for the maintenance of the System(s) detailed in this agreement and does not apply to any other form of security installations whether initially installed by The Company or not.
9. Maintenance agreements on unmonitored systems are optional and the customer may renew or not renew as they see fit at each annual agreement renewal.
10. The ‘Maintenance Agreement’ allows for annual routine visit/s to check that the System is fully operational.
a. For intruder alarms, fire alarms, access control systems and intercom system, the cost of additional call-out visits during normal office hours (Monday to Friday 8:30am to 17:30pm) are included within the annual maintenance (and monitoring if applicable) charge, except if the fault has been caused by fire, storm, tempest, flood, riot & civil disturbance, acts of god, loss of electricity supply, loss of telephone network, internet connection, mobile data connection (GPRS), break-in or attempted break-in, mistreatment/misuse of the system or persistent accidental mis-operation. Please see clause 7 and 8 below in relation to closed circuit television, intercom, access control or lighting systems.
b. The replacement costs of any item found faulty during maintenance visits or call outs will be chargeable (except where items are still under warranty).
c. The Preventative Maintenance agreements may not include charges for any replacement parts, subject to agreement type, and may therefore be charged as extra.
d. Any and all call-outs that are outside office hours, including weekends and public holidays shall be chargeable at the company’s prevailing fee rates. (Current call-out fees are available upon request).
e. The contract also provides for the Customer to call The Company for assistance at any time during office hours, with engineer attendance to site being available for Emergency Call Out’s 24 hours a day 365 days a year. Outside office hours the Customer may contact the Company’s ‘Out of Hours’ call centre if they require the attendance of the emergency call-out engineer.
f. Where British or European standards require more than one Routine Inspection per year at our discretion we may supplement Interim Routine Inspections with Remote Inspections if the period of cover has a duration of 12 months or greater or if successive consecutive agreements provide a cumulative period of cover of 12 months or greater.
11. As part of an Access Control and intercom systems if a visit is requested due to a door not closing correctly and the closures were not installed by the Company or the door itself is causing the problem, the visit will be chargeable as a Call Out. Please note that electronic locking devices fitted to external doors are for ‘access control’ purposes only whilst the building is occupied, they should not be solely relied upon when the building is unoccupied. The Company would always advise the fitting of a physical locking device.
12. In respect of closed circuit television, intercom systems and security or emergency lighting systems a call-out fee is payable for all engineer attendance visits other than routine maintenance visits at the company’s prevailing fee rates. (Current call-out fees are available upon request).
13. The Company will attend site within 24 hours of a request for a Call-Out being received apart from the Intruder alarm where BS4737, PD6662 or any other relevant standards and/or codes of practice shall apply or from a fire alarm where the response requirements of BS5839 shall be adhered to. In the instance of a Call-Out request for a Access Control, intercom systems, CCTV or lighting systems the company reserves the right to attend site on the next working day.
14. In the event of an engineer arriving on site to a pre-scheduled appointment and the customer fails to attend a site visit charge will be incurred.
15. Remote Servicing & Diagnostics: Where your Security System is connected to either a telephone line, Broadband connection or via GPRS/UDL we may be able to carry out remote diagnostics and servicing. This dramatically improves the speed and efficiency of our maintenance service as we can invariably fix problems without the need to dispatch an engineer to your site.
16. Where we are required to carry out more than one Inspection per year, subject to compliance with the relevant standard, we may not inspect and test every component part on each visit.
17. We may review and/or make changes to your system during Normal Working Hours when you ask us to do so by either site visit or by Remote Services where facilities are available.
18. The annual charge will not be increased throughout the preliminary 12 month duration of this contract and shall be payable annually in advance, thereafter it may be subject to an annual increase in line with the prevailing rate of inflation.
19. Details of Routine Inspection, Remote Inspection, Remote Services, Maintenance and Remedial Work carried out may be recorded either electronically and/or in paper format and a copy will be provided upon request.
20. The System is intended only to reduce the risks of loss or damage to property and injury to the persons in or on the premises to the extent that this is reasonably practicable by the use of such equipment. The Company gives no undertaking to the Customer that the System may not be compromised or circumvented or that the System will prevent any loss by burglary, theft or otherwise. The Company does not guarantee that particular loss, damage or injury can and will be prevented by such use.
21. The Company is not an insurer of the premises, the property or the persons therein which the System is installed to protect. The Company’s charges are not related to the value of the premises or the property in or on the premises which the Customer alone is able to ascertain. The Customer accordingly undertakes to the Company to keep comprehensively insured against all risks such premises and property (and persons in or on the premises).
22. Terms are strictly nett full invoice value, payable within 30 days of the invoice date. No variation is allowed unless agreed in writing by the Company.
23. All prices quoted are fixed for 30 days from date of the quotation unless quoted to the contrary.
24. The equipment and installation is quoted on an outright sale basis, unless quoted to the contrary.
25. The Company reserve the right to use Sub-contractors where necessary.
26. Failure by the Client to make any payment as aforesaid shall entitle the Company to suspend work and \ or charge interest on the annual rate of 8% plus the Bank of England base rate accruing on a daily basis until payment is made in full and compensation for debt recovery costs under the Late Payment legislation.
27. The quotation is based on the work being undertaken during normal working hours, Monday to Friday 8:30 am to 5:30 pm unless stated to the contrary.
28. Variations or additional work shall be charged on time and material basis unless the subject of separate quotation accepted by the Client.
29. The Client shall not permit anyone (including the Client themself) other than the installer to test, adjust or reset or interfere with the installation or any part thereof except for those routine procedures that may need to be carried out by the Client for the correct usage of the security system listed. In the event of any breach of this provision the Company shall be entitled to terminate any Maintenance Agreement forthwith.
30. The Client shall permit access at all reasonable times to the Company, its agents and Inspectors representing any approvals or regulatory body from time to time to install, maintain and/or make inspections of the security system(s).
31. The Client at his own expense to provide a safe storage for equipment and/or tools left on site for the installation and to take out insurance to cover the same costs in the event of loss or damage.
32. The Client shall notify the Company of any structural alteration or modification to the premises which may affect the security system’s functionality to which it may be linked. Any additional works arising out of these modifications shall be carried out by the Company at the expense of the Client.
33. Any carpentry work with the exception of work involved with the installation of the quoted equipment, is to be carried out by others at no cost to the Company.
34. The laying of cables and conduits runs is by shortest practicable routes.
35. Work by other Trades, any Statutory fees, or charges for work done by Supply Authority or Local Authority is not included.
36. Whilst reasonable care will be taken, the Company does not include for incidental redecoration or other works consequent upon the proper execution of the work.
37. Title to ownership of goods remains with the Company until all payments have been received in full. If payment is not made by the due date, the right is reserved to take possession of the goods from their place or position how so ever located. Costs incurred in so doing will be charged to the Client.
38. All prices are subject to the addition of carriage & VAT and are liable to change without prior notice.
39. The Company reserves the right to substitute the equipment proposed with an equal or approved manufacture.
40. Product descriptions contained in lists or other publications issued by the Company from time to time, are believed to be accurate but no liability for misinformation, written or verbal, is accepted.
41. Orders will be accepted by the Company either in writing by post or email, providing an official order number is given. The provision of an order number by a representative of the Client’s company constitutes acceptance of the terms and conditions of trading with the Company.
42. Where a telephone line is to be provided, both the installation of the line and the ongoing line rental costs are to be borne by the end user.
43. Non-delivery or faulty goods must be reported then returned to the office they were purchased from within 10 days of notification or receipt. Goods signed for as received in good condition become the sole responsibility of the Client irrespective of condition. No goods will be accepted for return without prior agreement by the Company and at a minimum charge of 10% of the sale value.
44. The Company shall endeavour to carry out the work within the period stipulated or, if no period is stipulated within a reasonable time, but shall not be held responsible for any loss or damage arising out of delay due to any cause beyond the Company’s control.
45. Without prejudice to the Client’s Statutory rights, the Company will pass to the Client the benefit of any guarantees the Company has received in respect of materials supplied by the Company and undertakes to repair or, if necessary, replace free of charge any materials or works found to be defective if the defect is due to faulty workmanship by the Company, his servants or agents and is brought to his attention within 12 months of the completion of the work, provided nevertheless that:
46. The Company accepts no responsibility for any drawing, design or specification not prepared by the Company.
47. The Company responsibility to the Client is limited to the fulfilment of the contract in a proper and workmanlike manner and the Company shall not be liable for any consequential loss or damage arising out of the execution of the Contract, unless due to the negligence of the Company, his servants, or agents.
48. The Company shall not be liable for any wear and tear, loss, or damage, direct or indirect (including works being caused by any intruder or attempted intrusion), nor for any extra work entailed due to the system or part thereof being put into operation by the Client or by the Company, his servant, or agents at the Client’s request before it is officially handed‑over.
49. The installation of additional equipment or the repair or replacement of any faulty work or materials shall only be carried out by the Company, otherwise the company’s warranties as to repair or replacement shall not apply.
50. The Company will take reasonable care but accepts no liability for damage to furniture or other fixtures and fittings which have to be moved by the Company in order to carry out the Contracted Works. Without prejudice to this the Company will maintain adequate Public Liability Insurance cover for at least the duration of the Contract.
51. The installation is maintained in accordance with the applicable British, European Standards/Norms and/or the National Police Chiefs Council Policy (NPCC).
Other Liabilities
52. The Company does not have any control over the performance of the system. Since the loss or damage, you might suffer will be more than the amount we can reasonably charge you, we will limit our liability to the amount set out in 28.3.2 below (unless we agree in writing to change those limits).
53. The Company has insurance coverage which includes Product liability (including Efficacy Risk). The Client can request the Company to increase the limit of our liability set out in 27.b but we will only do this if we can make an appropriate change to the charges set out in this Agreement.
54. The Company will be liable for:
a. Death or personal injury resulting from our negligence.
b. Direct and foreseeable loss or damage you may suffer as a result of our negligence up to a maximum amount of £50,000 (fifty thousand pounds), or the actual amount of damage or loss, whichever is the lesser.
55. The company will not be liable for any loss or damage because we have broken our obligations under this Agreement, been negligent, misrepresented something, broken our statutory duties (or any conditions which are implied into this Agreement by any Act of Parliament), committed any other legal wrong which gives you the right to take action against us by law.
56. The Company will not be liable for any indirect loss or damage for any loss of profit or business which you may suffer.
57. These Terms shall be governed by the Law of Scotland or England (as applicable) and the parties hereto shall be subject to the sole jurisdiction of those Courts.
58. These terms and conditions of trading are definitive and knowledge of them by the buyer is assumed.
9. Data protection and data processing
9.1 For the purposes of these terms and conditions, Data Protection Legislation shall mean the Data Protection Act 2018 for the protection of natural persons with regard to the processing of personal data and on the free movement of such data (General Data Protection Regulation, or “GDPR”) as well as any other applicable laws and regulations applicable to the purpose of this Agreement. The Company will access and process the client’s data in accordance with applicable Data Protection Legislation.
9.2 Confidentiality
a) Each party undertakes that it shall not disclose to any person any confidential information concerning the business, affairs, Clients, clients or Company’s of the other party or of any member of the group to which the other party belongs, except as permitted by clause 9.2(b).
b) Each party may disclose the other party’s confidential information:
o to its employees, officers, representatives or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with this agreement. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party’s confidential information comply with this clause 9.2; and
o as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
c) No party shall use any other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with this agreement.
10. Limitation of liability
10.1 The Company has provided limited insurance cover for itself with indemnity claims made against it in respect of accident, injury, loss or damage. Cover also extends to ‘Failure to Perform’ or wrongful advice given unwittingly, further details of our insurance cover will be provided upon request.
10.2 The Company accepts no liability for claims falling outside the ambit of the indemnity and the customer is advised to arrange sufficient insurance cover in respect of any such claims arising.
10.3 The Company does not accept any responsibility for the costs or replacement of any part of the system resulting from fire, flood, accident, neglect, misuse, malicious damage, or electrical power surges (lightening).
10.4 Like all electronic equipment, although rare, the system or its components could fail to work as designed to do. The Company is therefore unable to guarantee that it will be operational at any specific time or for any specific period. The Company will provide details on request as to how a Customer can perform regular tests to verify that the equipment contained in the installation is operational between routine maintenance inspections carried out by the company.
10.5 The Company does not accept any responsibility for any damage due to breach of section 7 Clients’ responsibility.
10.6 The Company shall not be liable for any loss or damage suffered by the Customer however caused, whether as a result of any failure to exercise reasonable care and skill, breach of these terms, false statement or otherwise or resulting from any unauthorised entry or burglary, theft, robbery, damage, disturbance or any other cause, in excess of the insurance cover we hold.
10.7 The Customer shall be liable for the cost of any key-holding charges, regardless of the nature of the call including any alarm equipment failure.
10.8 The company will not accept responsibility for any failed signal transmission to the alarm receiving centre due to reasons beyond the company’s control, resetting the system without prior knowledge and authority of the companies appointed alarm receiving centre, withdrawal or modification of police response, failure to act on system notifications.
10.9 The System is intended only to reduce the risk of loss or damage to the property and injury to persons on the premises to the extent that is reasonably practicable by the use of such equipment. The Company gives no undertaking to the Customer that the System may not be compromised or circumvented or that the System will prevent any loss by burglary, theft or otherwise. The Company does not guarantee that particular loss, damage or injury can and will be prevented by use of the System and the Customer is advised to arrange sufficient insurance cover to cover such an eventuality.
10.10 The Company or its insurers shall not be liable to investigate any claim for loss unless the Customer has given written notice as soon as is reasonably practicable (maximum 14 days) after its occurrence or it coming to the Customer’s attention and the Customer shall give the Company and/or its insurers every facility to investigate such occurrence.
10.11 The Company shall not under any circumstances whatsoever be liable for any loss or damage however caused which was not caused directly by a breach of these terms or a failure to exercise reasonable care and skill on the part of the Company.
11. General conditions
11.1 Absolute Ownership of the installation and the installed equipment will pass to the Customer on payment of the balance of monies.
11.2 The title of the system shall not pass to the customer until payment in full has been made to the company and in default of punctual payment the company reserves the right to request the Goods back.
11.3 The Customer will not assign, sell, charge, mortgage, pledge or attempt to part with possession of any part of the Company Equipment nor any interest in it nor encourage or allow any person to adjust, tamper, alter or interfere in any way whatsoever with the Company Equipment.
11.4 Warranty unless otherwise stipulated in the quotation, the company will repair and replace faulty non-consumable parts within 12 months from completion. This does not apply to faults or damage from misuse, tampering, third party work, surges, lighting, or main faults, attempted burglary, fire, act of god, moisture or chemical damage.
11.5 The Company is entitled to transfer or assign all or any of its rights in this Agreement and to perform any of its obligations through nominated and approved subcontractors, although the Company will still be responsible to the Customer for its obligations.
11.6 No variation of this Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
11.7 No one other than a party to this Contract and their permitted assignees shall have any right to enforce any of its terms.
11.8 The Client shall not be entitled to set off any amounts due from the Company against any one contract or against any other contract made with the Company.
11.9 The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of England and Wales.
12. Termination
12.1 This agreement is non-transferrable, and should you move from your premises the contract will cease and will not be automatically transferred to the new owner/occupier, nor will any refund be given.
Cooling Off Period
12.2 The Consumer may cancel the Order at any time during the Cooling Off Period by requesting a cancellation form from the Company and submitting a completed cancellation form to the Company.
12.3 During the Cooling Off Period, the Company will not provide any Services and if the Company has supplied Goods to the Client without any Services, this may be subject to deductions and the Client will have to pay the costs of returning the Goods and / or allowing the Company reasonable access to the Site during Normal Working Hours to remove the Goods within thirty (30) days of cancellation. Failure to provide the Company with such access will result in the Client being invoiced for the cost of the Goods.
Client’s right to terminate
12.4 The Client may terminate this Contract without cause at any time by giving the Company 90 days prior written notice, and subject to the payment of all sums due under the Contract for the remainder of the Term.
12.5 Without limiting its other rights or remedies, the Client may terminate this Contract with immediate effect by giving written notice to the Company if:
the Company commits a material breach of any term of the Contract, and (if such a breach is remediable) fails to remedy that breach within 30 days of being notified in writing to do so, provided always that all outstanding amounts due by the Client under this Order have been paid;
the Company takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business; or
the Company suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business.
Company’s right to terminate
12.6 The Company reserves the right to terminate the Agreement immediately if the System or the premises are destroyed or so substantially damaged that the Company is unable to reasonably continue its obligations hereunder.
12.7 Without limiting its other rights or remedies, the Company may terminate this Contract with immediate effect by giving written notice to the Client if:
the Client commits a material breach of any term of the Contract, and (if such a breach is remediable) fails to remedy that breach within 14 days of being notified in writing to do so;
the Client takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business;
the Company is not satisfied with the result of a credit check on the Client;
the Client suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or
the Client’s financial position deteriorates to such an extent that in the Company’s opinion the Client’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
12.8 Without limiting its other rights or remedies, the Company may suspend provision of the Goods or Services under the Contract or any other contract between the Client and the Company if the Client becomes subject to any of the events listed in clause 12.7, or the Company reasonably believes that the Client is about to become subject to any of them, or if the Client fails to pay any amount due under this Contract on the due date for payment.
12.9 Without limiting its other rights or remedies, the Company may terminate the Contract with immediate effect by giving written notice to the Client if the Client fails to pay any amount due under the Contract within 14 days of the Client being notified in writing to do so.
Consequences of termination
12.10 On termination of the Contract the Client:
shall immediately pay to the Company all of the Company’s outstanding unpaid invoices and interest and, in respect of Services and Goods supplied but for which no invoice has been submitted, the Company shall submit an invoice, which shall be payable by the Client immediately on receipt;
shall return all of the Company Materials and any Deliverables or Goods which have not been fully paid for. If the Client fails to do so, the Client agrees to allow the Company access to the Client’s premises and take possession of the unpaid Goods. In this event, the Client will be responsible for any breakage or other damage, in particular for the refitting of any floor boards, carpets or other floor coverings and to carry out any building work, decoration or making good, arising from the removal of the Equipment unless the same is caused by the failure to exercise reasonable care and skill by the Company. Until they have been returned, the Client shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract.
12.11Termination or expiry of the Contract shall not affect any rights, remedies, obligations and liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.
12.12 Any provision of the Contract that expressly or by implication is intended to have effect after termination or expiry shall continue in full force and effect.
Force majeure
12.13 The Company shall not be in breach of this Contract nor liable for delay in performing, or failure to perform, any of its obligations under this Contract if such delay or failure result from a Force Majeure Event. If the period of delay or non-performance continues for six (6) months, the Client may terminate this Contract by giving 5 Business Days written notice to the Company.