Terms and Conditions
Definitions:
In this agreement the following words shall bear these meanings:
'The “Company” shall mean Trident Fire Systems Ltd or its successors in title.
'The “Customer” shall mean the person, persons, company or other body named overleaf who accept (personally or by representative) responsibility for the acceptance of this agreement.
“Service” shall mean the Company's agreement to monitor the premises and/or maintain equipment in return for payment of the annual service fee or contracted monthly requirement fee in relation to provided labour.
This Agreement contains all the terms of the Agreement between the Company and the Customer and revokes any previous Agreement relating to the Equipment and the Service including contracted works
verbally or within writing via agreement and any quotated works to the customer.
1. Sale of Equipment and Commencement and Period of Service
1.1 By this Agreement the Company sells to the Customer the Equipment specified in the Agreement and any supplemental Agreement (excluding any Communications Equipment as referred to in clause 1.4 which remains the property of the Company). Title to the Equipment (excluding Communications Equipment) shall pass to the Customer on full payment of the installation.
1.2 The provision of the Service shall commence on the date of this Agreement after execution by both parties and shall continue for a Minimum Term of 12 months and thereafter on a yearly basis unless otherwise specified overleaf or otherwise terminated as provided in this Agreement.
1.3 After the Minimum Term the Service shall continue to be provided until terminated by the Customer by giving the Company not less than 3 months notice in writing to be given after the end of the Minimum Term or unless otherwise terminated as provided in this agreement.
1.4 Any Communications Equipment (digital communicators, chips, STUs, modems etc.) to enable the provision of remote monitoring remains the property of the Company.
1.5 All equipment/materials are guaranteed for 12 months. Labour is part of the warranty if a maintenance contract is taken up on completion of all works
2. Payment Terms
2.1 The Customer shall pay punctually (without previous demand) to the Company the payments set out overleaf and in any supplemental agreement at the time and in the manner therein specified. The Company shall be at liberty to vary the payments in accordance with the provisions of clause 3 set out below.
2.2 The Customer shall pay for all annual central station monitoring charges and maintenance service charges at least 14 days in advance of the renewal date.
2 3 All payments owed including any contractual works must be paid for upon 30 days of date of invoice and any overdue accounts may be subject to to the adoption of the statutory right to interest (SLI) at 8%
over Bank of England base rate will be added if the account remains unpaid after due date (european directive, full details upon request)
2.4 We understand and will exercise our statutory right to claim interest and compensation for debt recovery costs under the late payment legislation if we are not paid according to agreed credit terms.
3. Review of Payments
3.1 At any time during the continuance of this Agreement either during or after the end of the Minimum Term the Company shall be entitled to increase the payments to be made by the Customer pursuant to the terms of this Agreement by giving to the Customer not less than 45 days notice in writing at any time. Such price increase shall come into force immediately upon the expiration of such notice.
3.2 The Company shall be entitled to increase prices in accordance with clause 3.1 by a maximum of the percentage increase of the Retail Prices Index (as complied by the Department of Employment) for the period since the commencement of the Agreement or (if a price increase had already occurred) since the previous increase.
3.3 The Customer may transfer this agreement to any new occupant by prior agreement with the Company.
4. Covenants of the Customer
The Customer hereby agrees and covenants with the Company that the Customer will:
4.1 Permit the Company or any duly authorised person, for the purpose of carrying out the obligations set out in clause 5 below, to have access to and/or to remove the Equipment or any part thereof;
4.2 Be responsible for all costs of replacing faulty or obsolete equipment after the initial 12 month warranty has expired and be responsible for all costs of repairing the Equipment where such repairs become necessary because of damage, misuse or any reason other than fair wear and tear;
4.3 Advise the Company as soon as practicable of any apparent damage or malfunction of the equipment;
4.4 Ensure that where applicable batteries are replaced in detection units at the Customer's own expense;
4.5 Advise the Company of the names, addresses and telephone numbers of at least two individuals who may be contacted in the event of an alarm activated and to update such details as necessary;
4.6 Maintain and pay for a telephone line and mains electrical power and not disconnect the Equipment therefrom;
4.7 Pay the Company the charges of the Company at the prevailing rate in the event of the Company attending the premises of the Customer at the request of the Customer where such visit proves to have been unnecessary or due to misuse or error by the Customer or any other person animal or thing.
4.8 Advise the Company of any restrictions, bylaws, local regulations, permits, licenses or approvals that may be required prior to works being carried out.
5. Service
5.During the Minimum term and any extended period of this Agreement and provided always that the Customer duly complies with each and every one of his obligations under this Agreement, the Company shall at its own expense provide or by its servants agents or contractors procure the provision of the Service.
5.1 In certain circumstances the Company may utilise authorised and fully vetted sub-contractors, however the Company shall use Only Company personnel for the purposes of maintenance visits or final commissioning of the installation. No person other than Senior Company personnel shall have access to any confidential information as contained in this Agreement.
5.2 In order to maintain the Equipment, the Company or its contractor shall be entitled to remove the Equipment and to keep it for such period or periods as necessary, In the opinion of the Company,to enable the Company to carry out its obligations under sub-clause 5.1 above.
5.3 Without prejudice to the foregoing, the Company shall, at its discretion and for such period or periods as the Company shall deem necessary, be entitled to replace the Equipment with equipment of the same or similar type for a period not exceeding 3 months.
5.4 The obligations of the Company under this clause shall not arise in respect of any damage caused to or occasioned to the Equipment or any part thereof as a result of a breach by the Customer of its obligations or any of them under clause 4 above.
5.5 Maintenance calls to the Equipment shall be carried out during normal working hours (Monday to Friday - 9.00am to 5.00pm excepting Bank Holidays). In the event that the difficulty experienced by the Customer is that the siren is sounding and cannot be silenced by the Customer, a 24 hours service is provided by the company. In such a case the Company will provide an engineer as quickly as reasonably practicable to terminate the siren only and will undertake further maintenance of the Equipment (if required) during normal working hours.
5.6 In the event of an alarm activation due to a fire, break-in or attempted break-in, a Company representative will attend the premises and effect repairs such that the alarm system is functional. Further works will be carried out during normal working hours.
6. Termination by the Company
If any of the following events occur:
6.1 The Customer fails to pay any sum payable under this agreement on its due date (whether previously demanded or not);
6.2 The Customer provides incomplete or materially inaccurate or misleading facts or information in connection with this Agreement;
6.3 A bankruptcy or insolvency petition is presented against the Customer or the Customer becomes insolvent or (in Scotland) becomes notour bankrupt or the Customer makes an arrangement or composition with or for the benefit of his creditors;
6.4 The Customer commits any breach of the terms and conditions (whether express or implied) of this agreement;
6.5 Any attached order is made against the Customer or any distress diligence execution or other legal process is levied on any property of the Customer.
Then in any such event, and without prior prejudice to any other rights and remedies which the Company may possess, the Company shall be entitled to terminate the provision of the service hereunder.
7. Liability of Customer on Termination
Upon termination of the provision of the service pursuant to clause 6 above the Customer shall pay to the Company on demand:
7.1 All arrears of payments interest and other sums payable under this Agreement up to the date of termination;
7.2 If termination occurs during the Minimum Term, the payments that would have been payable for the remainder of the Minimum Term less a discount of 33% representing the cost to the Company of providing the Service for the remainder of the Minimum Term and less a further discount at the rate of 10% per annum in respect of accelerated payment from the time when such payment is actually made until such time as it would have been made but for the termination.
7.3 All costs and expenses (including legal and third party costs) on a full indemnity basis incurred or sustained by the Company in enforcing any of the terms of this Agreement.
8. Termination by Customer
8.1 The Customer shall be entitled to terminate the Service under clause 1.3 and upon termination of the Service by the Customer, the Customer shall immediately pay such sums as are referred to in clauses 7.1 and 7.3.
9. Exclusion Clauses
9.1 All conditions, warranties and representations, whether express or implied, relating to the quality of the Service whether arising by reason of statute common law or otherwise, are hereby expressly excluded. This clause does not affect the terms implied by statute in favour of the Customer by the Sale of Goods Act 1979.
9.2 The Customer acknowledges that the Equipment when the Service is provided is connected to a telephone and dials automatically to a 24 hour emergency centre when activated. The Equipment and the Service are to assist the Customer to protect property and are not in any way a guarantee of such protection.
9.3 The Company shall have no liability if it is prevented from performing its obligations or providing the services hereunder by circumstances beyond its reasonable control.
9.4 The Equipment is designed as an alarm system and the Equipment and the Service are not a guarantee against any form of theft, break-in or physical damage howsoever caused. Except in relation to a defect in the Equipment when it is supplied, the Company shall be under no liability as a result of any defect in, or failure to perform of, the Equipment and the extent of the Company's liability shall be to repair or replace the Equipment only and to continue the provision of the Service.
9.5 As detailed in the Company’s insurance schedule, individual claims are limited to £1’000’000 in relation to Product Liability resulting in our failure to perform/operate as a result of wrongful advice.
9.6 The Company cannot accept responsibility for any loss or damage arising from:
(i) Any defect in or failure in operation of the equipment howsoever caused;
(ii) Any damage accidental or otherwise caused by the Customer, any other person, animal or thing or as a result of thunder, lightning, storm or riot;
10. Notices and Service
Any notice or other information required or permitted to be given by either party under this Agreement shall be deemed to have been validly given if served personally upon that party or, if sent by first class pre-paid post to the address of that party as stated above or to his last known address. Any notice or other information sent by first class pre-paid post shall be deemed to have been received within 48 hours after the date of posting.
11. General
11.1 Where two or more persons are stated overleaf to be the Customer, each of those persons shall be jointly and severally liable for the performance of the obligations of the Customer set out in this Agreement.
11.2 The Customer authorises the Company to disclose details of and relating to this Agreement to any credit reference agency and to any other person for the purpose of the Company's business.
11.3 The Company shall be entitled to assign this Agreement and its rights and obligations under it to any other persons, firm or company. The Customer shall not be entitled to assign the agreement except as referred to under clause 3.3.
11.4 The Company shall be entitled to cancel this Agreement at any time prior to installation of the Equipment and commencement of the Service as its sole discretion. Upon such cancellation the Company shall reimburse to the Customer all moneys paid by the Customer to the Company pursuant to this Agreement.
11.5 No person other than a Director of the Company has any authority from the Company to make any representation relating to the Equipment or the Service and all such representations are excluded and no person other than such a Director is the agent of the Company for the purposes of any such representations relating to the Equipment or the Service.
11.6 The Company and Customer shall treat all information contained within this agreement as confidential except for the purposes of insurance.
11.7 The contract shall in all respects be construed and operate as an English contract and in conformity with English law. English court hall have exclusive jurisdiction.
11.8 Our company adheres to the laws of England and Wales (not Scotland and Ireland as this is not operational in this country)
11.9 We understand and will exercise our statutory right to claim interest and compensation for debt recovery costs under the late payment legislation if we are not paid according to agreed credit terms.
