1 DEFINITIONS
“THE COMPANY” is (TitanEye Ltd
registered in Scotland under Company No. SC818972 at 6 New Gill Haw, Moscow,
KA4 8PT ) being the organisation responsible for the design, installation,
maintenance and/or monitoring of the Installation which is the subject of this Contract,
sometimes referred to as “our” or “we” in these Terms and Conditions.
“THE CUSTOMER” is the person or
organisation being a signatory to this Contract, sometimes referred to as “you”
or “your” in these Terms and Conditions.
"THE
EQUIPMENT" is the equipment to be installed at the Premises as set out
in the System Design Proposal.
“THE PREMISES” are the premises
set out in the System Design Proposal at which the Installation will take
place.
“THE
INSTALLATION” is the installed system defined in the System Design
Proposal.
“INSTALLATION
STANDARD” is
the standard to which the Equipment is to be installed and/or maintained,
together with any other formal requirements stipulated as a condition of the
regulatory body by which the Company is approved.
“CONTRACT” means the
Quotation, System Design Proposal, Maintenance and Acceptance together with
these Terms and Conditions. “SYSTEM DESIGN
PROPOSAL” means
the System Design Proposal which defines the level of protection, surveillance
or access afforded by the security Installation.
It is an integral part of this Contract.
“QUOTATION” means the
proposed price for the Equipment, its installation and/or maintenance and
monitoring as itemised in this Contract.
“ALARM RECEIVING
CENTRE” means
a continuously manned remote centre to which alarm activations and/or video
data are signalled and passed to the relevant response authority (eg police,
fire brigade, keyholder).
“HANDOVER DATE” means the date
on which the Installation is completed (notwithstanding that connection of any
remote signalling is outstanding) and the Handover Acceptance Certificate has
been signed.
"HANDOVER
ACCEPTANCE CERTIFICATE" is the certificate handed to the Customer
on completion of the Installation in accordance with 4(ii)
“PREVENTATIVE
MAINTENANCE” means
the routine inspection of the Installation to verify that it continues to
function in accordance with its System Design Proposal and to identify and
rectify any items found faulty, worn or in need of scheduled replacement.
“CORRECTIVE
MAINTENANCE” means
the investigation and repair of faults reported by the Customer, including
false alarms from intruder alarm systems.
2 GENERAL
Acceptance
of this Contract, signified by the signature of each party, includes acceptance
of the Quotation and these Terms and Conditions along with any other
requirements defined in the System Design Proposal.
For the purposes of interpretation, where the
requirements of the System Design Proposal conflict with any clauses of these
Terms and Conditions, the System Design Proposal requirements shall take
precedence.
3 COSTS
3.1 The Quotation may be revised if:
a) you want the work carried out more urgently
than agreed, or
b) you change the System Design Proposal, or
c) your Premises are in some way unsuitable for
the Equipment and this was not apparent from our original survey or there are
circumstances about which we should have been made aware by you, or
d) there are any other special circumstances we
were not aware of when supplying our original Quotation, or
e) any other reason beyond our reasonable control
including without limitation any increase in costs or fees payable by us to any
third party in respect of the Equipment.
3.2 All telephone line installation, rental
and call charges are the responsibility of the Customer.
3.3 If you are late in paying us, we shall be
entitled to charge you interest at the rate of 4% per year over the base rate
of Barclays Bank plc from the due date until the date we receive payment.
3.4 If our labour or material costs increase
after twelve months from the Handover Date, we may give you two months’ notice
of any increase in our annual maintenance charges.
3.5 The Installation is normally carried out
during usual working hours of 8.00am to 5.00pm Monday to Friday except
statutory holidays.
Requests made by the
Customer to install outside these hours may incur additional charges.
3.6 Unless otherwise agreed in writing, the
Quotation does not include additional work such as redecoration, carpet laying
or building work.
Additional charges may
be made if our engineers are not provided with access to doors, shutters,
windows or any other areas where cables and Equipment needs to be installed.
3.7 Any Equipment forming part of the Installation
which is not sold to the Customer (and which is identified as such in the
System Design Proposal), such as signalling equipment or firmware, shall remain
the property of the Company and will be maintained and/or replaced at the
Company’s expense unless such failure was attributed to any of the causes given
in 4 (v).
Any Equipment which remains
the property of the Company shall be defined in the System Design
Proposal.
We reserve the right to
recover such Equipment on termination of the maintenance contract.
3.8 Ownership of the Equipment (as identified in
the System Design Proposal) shall not pass to the Customer until the Company
has received the payment of the sums due pursuant to the Contract.
3.9 Until
ownership of the Equipment has passed to the Customer, the Customer must:
a) hold the Equipment on a
fiduciary basis as the Company's bailee;
b) not destroy, deface or
obscure any identifying mark or packaging on or relating to the Equipment; and
c) maintain
the Equipment in a satisfactory condition and keep them insured on the Company's
behalf for their full price against all risks to the reasonable satisfaction of
the Company.
3.10 All sums
payable by the Customer under this Contract will be paid in full without any
set off, deduction, counterclaim or withholding of whatever nature.
3.11 All amounts
stated are exclusive of VAT and/or any other applicable taxes or levy, which
shall be charged in addition at the rate in force at the date any payment is
required from the Customer.
4 COMPANY’S OBLIGATIONS
4.1 We agree to complete the Installation and
hand it over in good working order conforming to the Installation Standard
declared in the System Design Proposal.
We will always seek your agreement should changes to the System Design
Proposal be required during the Installation.
4.2 When we commission the Installation, we
will train you in its operation.
When
you are satisfied with the Installation, we will give you a Handover Acceptance
Certificate to sign.
We will give you a certificate
of conformity when the Equipment has been paid for in full.
4.3 If, within
a period of twelve months from the Handover Date ("Warranty Period") you
notify us of any defect or fault in the Equipment and such defect or fault does
not result from you, or anyone acting with your authority, having interfered
with the Equipment or used it for a purpose or in a context other than the
purpose or context for which it was designed or in combination with any other
equipment not supplied or authorised by us, we shall attend to the Premises and
use our reasonable endeavours to rectify any such default.
4.4 Any repairs undertaken by us which are
outside the Warranty Period will be carried out at our discretion on a time and
materials basis.
4.5 The Company shall not be liable for the
costs of any work, repairs or replacement of Equipment which results from fire,
electrical power surge, storm, flood, accident, neglect, misuse or malicious
damage
4.6 The annual maintenance and remote
monitoring facilities commence upon the Handover Date and continue from year to
year upon payment of charges set out in the Quotation until cancelled by either
party in writing giving not less than two months’ notice.
4.7 Time shall not
be of the essence for any times for when the Installation is to be performed,
whether given or agreed to by the Company or for the length of time that the
Installation takes, whether specified in the Quotation or otherwise.
5 CUSTOMER’S OBLIGATIONS
5.1 You agree to give us and our workers
full access to your Premises to survey, measure, install, test and service the
Equipment.
You also agree to provide an
adequate electricity supply for the Equipment to operate correctly.
If our work is interrupted or delayed because
of a problem with access, or the electricity supply is inadequate, we may make
an extra charge.
We are not liable if
completion is delayed due to the unavailability of signalling transmission
facilities or other circumstances beyond our control.
By signing the Contract with us, you
guarantee that you have full authority to allow the Installation and no other
consent is needed.
5.2 You must not interfere with, or allow
anyone else to interfere with, adjust, service or attempt to repair or reset
the Equipment at any time.
5.3 If the Equipment activates to the Alarm
Receiving Centre, you need to let us know as soon as possible.
If the Equipment needs to be reset, we may
charge you at our usual rates then in force.
5.4 You will need to let us know in advance if
any third party intends to carry out work on the telephone lines within your Premises,
as this may affect the Equipment’s effectiveness.
5.5 The Equipment does not belong to you until
it has been paid for in full.
If you do
not pay the balance of the charges when they are due, we have the right to
remove the Equipment from your Premises without notice.
By signing the Contract with us, you
irrevocably authorise us to enter your Premises to remove the Equipment if
payment remains outstanding.
5.6 If you cancel the Contract less than four
days before Installation, we may charge you for any Equipment we have bought
for your Premises without prejudice to the rights we have to recover damages
for breach of contract.
5.7 If the Equipment is connected to an Alarm
Receiving Centre, it is your responsibility to make sure that the telephone
line or internet connection is working properly and the account correctly
maintained.
5.8 You need to notify us of any change in the
layout of your Premises, as this may affect the effectiveness of the Equipment
to detect movement or intrusion.
5.9 You agree to permit the Company’s staff and
representatives of its regulatory body (only whilst accompanied by the
Company’s staff) access to the Installation for the purposes of maintenance or
inspection.
5.10 You shall use your best endeavours to
ensure that the Premises in which our employees or agents may have to enter are
safe and without risk for them. All known risks must be clearly identified and
marked by you and made known to us in advance.
6 MAINTENANCE, SERVICE AND MONITORING
6.1 In return for payment of the maintenance
charge as set out in the Quotation, the Company will maintain the Installation
in accordance with the installation standard and respond to your emergency
calls for assistance.
If your Equipment
is installed to PD6662 (or its successor,) our response to emergency calls will
be within four hours of your request, or before the Equipment needs to be set,
unless mutually agreed otherwise.
6.2 If we have to attend the Premises, or
repair the Equipment between routine maintenance visits, we will make a charge
at our usual rates unless the work is covered by Clause 4 (iii).
6.3 The annual maintenance charge does not
include charges for replacement parts or batteries, which will be charged in
addition to the annual charge.
6.4 Where the Installation is monitored by an
Alarm Receiving Centre for direct response by emergency services (eg police or
fire brigade), it shall be a condition of such monitoring that an annual
contract for Routine Maintenance exists between the Customer and the Company.
Routine maintenance visits shall be
undertaken by the Company as defined in the Installation Standard or this
Contract.
7 LIABILITY
7.1 Nothing in
this Contract will exclude or limit the liability of either party for death or
personal injury resulting from the negligence of that party or any of its
officers, employees or agents
7.2 The Company will
not be liable for any loss of profits, business opportunity, goodwill and any
other indirect or consequential loss howsoever arising and whether arising out
of the Installation or any of the provisions of this Contract or otherwise,
suffered by the Customer or any third party and the Customer will indemnify the
Company in respect of any claim by any person in respect of such loss.
7.3 Subject to 7(i),
the Company’s total liability arising in connection with the performance or
contemplated performance of the Installation will not exceed the aggregate of
the charges paid by the Customer to the Company under this Contract.
7.4 This clause 7 sets out the full extent of
the Company’s liability in respect of the performance of the Company under the
Contract and any condition, warranty, representation or term which might
otherwise be implied into or incorporated into this Contract, whether by
statute, common law or otherwise, is hereby excluded to the fullest extent
permitted by law.
7.5 Although the Installation is designed to
detect or deter intrusion and reduce the risk of loss or damage, the Company
does not represent or warrant that the Installation may not be neutralised,
circumvented or otherwise rendered ineffective by unauthorised persons and in
such event the Company shall not be liable for any loss or damage suffered by
the Customer or other unauthorised persons.
7.6 Like all electronic equipment, the system
could fail in rare and exceptional circumstances and the Company cannot
guarantee that it will be operational at any specific time or for any specific
period.
The Company will explain what
regular tests can be performed to verify that detection equipment is
operational between routine maintenance visits carried out by the Company.
7.7 The terms and conditions given in this Contract
do not affect your statutory rights.
8 TERMINATION
8.1 Either the Customer or the Company can
terminate the Contract by giving not less than two months’ written notice.
8.2 The Company may terminate this Contract immediately
by written notice to the Customer if:
a) the Customer commits a material breach of the
Contract which is incapable of remedy or, if capable of remedy, has not been
remedied within 28 days from the date of receipt of notice by the Company
specifying the breach and requiring its remedy; or
b) if the Customer is in arrears with any payments
due for a period in excess of 30 days.
This will not prejudice the Company’s right to reclaim any payments
outstanding from the Customer. In such circumstances, seven days notice of
cessation of any remote monitoring will be given by the Company; or
c) the Customer becomes or is declared insolvent or
convenes a meeting of its creditors or makes or proposes to make any
arrangement or composition with its creditors or becomes subject to any other
insolvency procedure in any jurisdiction or (without prejudice to the
generality of the foregoing) an administrator, liquidator, an administrative
receiver, a receiver, manager, trustee, custodian or analogous officer is
appointed in respect of all or any part of its property, undertaking or assets
(or in the event that the Customer is not a body corporate anything analogous to such events occurs).
8.3 In the event that the maintenance contract
is terminated, the Company shall be provided with access to recover any Equipment
and/or firmware which did not belong to the Customer but was rented from the
Company.
8.4 The Customer will make full payment to the
Company of all amounts owing on termination within 30 days of termination.
9 FORCE MAJEUREFORCE MAJEURE
The
Company will not be liable for any delay in performance or failure to perform
its obligations in respect of the Installation if such delay or failure results
from circumstances beyond the Company's reasonable control and the Company
shall in such circumstances be entitled to a reasonable extension of time for
the performance of such obligations.
10 APPLICABLE LAW
This
Contract is governed by and shall be construed in accordance with the laws of Scotland
and each party irrevocably agrees that the courts of Scotland shall have
exclusive jurisdiction to hear and determine any suit, action or proceedings,
and to settle any disputes, which may arise out of or in connection with this Contract
and, for such purposes, irrevocably submits to the exclusive jurisdiction of
the courts of Scotland.
11 RIGHTS OF THIRD PARTIES
Pursuant to
section 1(2) of the Contracts (Rights of Third Parties) Act 1999, the parties
intend that no term of this Contract may be enforced by any person who is not a
party to this Contract pursuant to section 1(1)(a) of such Act.
12 NOTICES
All notices
which are required to be given under this Contract will be in writing and sent
to the address of the recipient as set out in the Quotation or such other
address as the recipient may designate by notice given in accordance with the
provisions of this clause.
Any such
notice may be delivered by hand or first class pre-paid letter or electronic
transmission and shall be deemed to have been served if by hand when delivered,
if by first class post 48 hours after posting and if by electronic transmission, upon the expiration
of 12 hours after despatch.
To prove the
giving of a notice or other document it shall be sufficient to show that it was
despatched.
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