IDS Security Systems Ltd - Terms and Conditions
DefinitionsAgreement: The Quotation, the enclosed specification provided and the acceptance together with these terms and conditions.
Company: IDS Security Systems Ltd
System: The Closed Circuit Television, the intruder alarm, emergency lighting or access control system installed in the Premises or the IDS Security System Ltd System.
IDS Security Systems Ltd Systems: The installation more fully described in the Specification.
Installation Date: The date on which the installation of the original system is completed by the Company.
Service Agreement Period - Comprehensive and standard service: For an IDS Security Systems Ltd System a minimum period of one year from the date of installation. For a system not installed by IDS Security Systems Ltd a minimum period of one year from the date of this agreement. In either case continuing thereafter unless terminated by not less than three months notice in writing given by either party to the other expiring at any time after the minimum period.
Warranty Period: A period of twelve months from installation date (response during Normal Working Hours).
Normal Working Hours: 08:30 to 17:30 hours, subject to alteration by the company, Monday to Friday except for bank and public holidays.
Contract Out: No part of this agreement shall confer nor be intended to confer a benefit on any third party for the purposes of the Contracts (Rights of Third Parties) Act 1999 or for any other purpose.
The Customers ObligationsThe Customer:
Consent and Access: Shall obtain and pay for all necessary consents including listed building consent for the erection of an alarm bell for the installation of the System and shall give to the Company access to the Premises at all reasonable times for the purpose of doing anything which the Company is required or entitled to do under this agreement. The Customer acknowledges that it may be necessary for some work to be carried out outside Normal Working Hours.
Title and Risk: Shall assume all risks in the IDS Security Systems Ltd and its constituent components upon and from delivery to it or its premises or as otherwise directed by it or collection by it or its agents or employees but title to the IDS Security Systems Ltd System shall not pass to the Customer until the Company shall have received payment in full of the installation indicated on the front of the Quotation. In the event of termination of the Agreement prior to such payment the Company may enter the premises and may repossess the System or any part thereof. Any damage caused by the Company or its agents during repossession shall be the liability of the Customer. Nothing in this condition shall confer a right upon the Customer to return the System or its constituent parts or to refuse or delay payment thereof, unless agreed by the company in writing.
In this agreement the following expressions have the meaning given to them below:
System Operation Defects: Shall operate the System only in accordance with the written information and instructions, which may from time to time be supplied by the Company to the Customer. Shall notify the Company forthwith of any defect appearing in the System and shall permit the Company to take such reasonable steps as it shall consider necessary to remedy such defect.
IDS Security Systems Ltd Systems: The installation more fully described in the Specification.
Authority Charges: Shall reimburse the company any charge made by the Police, Fire or any other authority to the Company from time to time in connection with the System going into alarm condition.
Work to System / Attendance at the Premises: Shall pay for the cost of any work required to be carried out the System and materials therefore or any attendance by the company at the premises, which may be required by the Police, Fire and or other authority or any other circumstances arising outside the control of the Company, which shall include attendance for the purpose of the system reset following accidental operation or abortive attendance.
Damage to the System: Shall pay for the reasonable cost for all work to be carried out to the System and material therefore due to damage to the System unless caused by the negligence of the Company or its employees or agents.
Indemnity: Hereby indemnifies and holds harmless the Company, its employees and agents from and against: Any claims whatsoever for damage, penalties, costs and expenses and against all liabilities in respect of any patent, registered design or any industrial copyright of any third party where the System is made or procured for the Customer and supplied by the Company to other than the Company’s design at the Customers request or is used by the Customer in conjunction with other equipment not supplied by the Company. All liability, loss, damage, penalties, costs, claims and expenses whatsoever caused and howsoever arising and by whomsoever made, including but not limited to any claim made against the Company by the Police, Fire Authority or any other authorised body, due to a false alarm signal from the system unless such false alarm signal is solely attributed to the Company’s defective equipment in the System. All liability, loss, damage, penalties, costs, claims and expenses suffered or incurred by the Company from any death or injury to any Company employee or agent where such death or injury results from the negligence of the Customer, his employees, agents or licensees or from breach by the Customer of his statutory duty under the Occupiers Liability Act 1957.
Services: Shall advise the company of the existence of concealed pipes, wires and cables for water, gas electricity, telephone or other services affecting the Premises of which the Customer is aware and shall confirm the location of such services to the Company’s technician before work commences. Subject to clause ‘Acceptance of certain liability’ below, in the absence of such notice, the Company accepts no liability for damage to such services or any loss damage or injury whatsoever incurred or sustained in consequence thereof as the Customer hereby acknowledges and the Customer shall indemnify the company against any claim whatsoever for loss damage or injury resulting from damage to such services as aforesaid.
Stage Payment: The contract sum shall be paid in monthly payments corresponding to the value of the work already completed. If the Customer fails to make these payments within 30 days of invoice, the Company shall be entitled to cease work on written notice to the Customer. The Customer will remain liable for any outstanding costs and loss of profit.
TITLE and RISK and TERMINATION1.1 In the event of termination for any reason and unless and until the Company has received payment in full from the Customer under the terms of this Agreement of all sums due to the Company from the Customer, then the System supplied to the Customer shall remain the property of the Company but the risk as to loss or damage to the System shall pass to the Customer upon delivery to the Customer’s premises or upon delivery to such location as the Customer has directed or upon collection of the System by the Customer or its agents or upon collection by any other person(s) the Customer instructs to collect the System from the Company.
1.2 If the Customer is in default of any payment due and payable under this Agreement; or, shall before the whole of or any other sums due to the Company has been paid, have a Receiving Order made against him or being a Company go into liquidation or have a Receiver or Administrator or Liquidator appointed; or, either as an individual, partnership or company, propose to enter a voluntary arrangement or composition with its, his or their creditors then the Company shall without prejudice to any other right or remedies available to it, be entitled to recover possession of the System at the Customer’s expense and to sell the same, retaining all monies received on account of the purchase price or any sums due to Company and to any interest, costs or other expenses of the Company reasonable and properly incurred in supplying, installing, servicing and removing and selling the System and recovering monies due to the Company, accounting to the Customer for the balance of any thereof.
1.3 If the System has been sold by the Customer the beneficial entitlement of the Company shall attach to the proceeds of the sale.
1.4 In accordance with Clauses 1.1 – 1.3 hereof, if the Customer fails to pay the company, the Company shall be entitled to enter the Customer’s premises upon giving reasonable notice and re-possess the System of any part thereof, and the Customer hereby grants a licence to the Company to enter upon the Customer’s premises and so far as it is able to do so, to enter any other premises at which the System has been installed or stored. Any damage caused by the Company or its agents during re-possession shall be the liability of the Customer. The licence hereby granted shall continue in effect so long as any sum remains due from the Customer to the Company.
1.5 Nothing in this condition shall confer a right upon the Customer to return the System and its constituent parts or to refuse or delay payment thereof, unless agreed by the Company in writing.
1.6 Until payment is made in full in accordance with this Agreement, the Customer must keep the System on the premises in which the System was originally installed by the Company; and in the event that the Customer shall lose its rights to lawfully occupy those premises in which the System was installed by the Company then the Customer must notify the Company immediately of such an event and shall either deliver the System to the Company or invite the Company to remove the System immediately upon the Customer becoming aware of or receiving any notice or order of either eviction from the premises or termination of its rights of occupation thereof.
1.7 Until the title to the System passes to the Customer, as hereinbefore provided, the Customer shall upon the request of the Company promptly inform the Company of the whereabouts of the System and the Customer shall accept all responsibility for its safe custody, protection, insurance and preservation, and shall be liable to indemnify the Company in respect of any loss or damage of whatever nature to the System and shall do everything in its power to provide or obtain access to the System for its recovery by the Company or its agents.
The Company’s ObligationsThe Company: IDS Security Systems Ltd
Installation Date: Shall install the System within a reasonable time of date of acceptance by the Customer of this quotation or as otherwise agreed by the Company in writing PROVIDED ALWAYS that time shall not be of essence.
Contract Maintenance: Shall, in the event the Customer confirms a requirement for the System to be serviced during the Service Agreement Period, carry out routine servicing and emergency service more fully set out in the System Service Schedule.
Warranty: Shall, in the event the Customer does not require contract maintenance during the Warranty Period make good by repair or at the Company’s option by the supply of a replacement, defects which under proper use in such part of parts of the IDS Security System Ltd System during the Warranty Period that arise solely from faulty materials or workmanship. The warranty is conditional on the system or equipment being serviced and maintained throughout the Warranty period in accordance with the relevant British Standards or BSIA Codes of Practice.
The Company’s Liability
The provisions of this section do not affect the Customer’s statutory rights where the Customer deals as consumer.
The company has no special knowledge of the nature and value of the contents of the premises for which the System has been specified and in which it is to be installed or serviced or of the nature of the risks to which the Premises and their contents will be or may be from time to time exposed. The potential loss or damage, which the Customer might suffer, is likely to be disproportionate to the sums that can reasonably be charged by the Company under agreements of this nature. As the Customer knows or should know the extent of such potential loss or damage and is therefore in the best position to do so it should insure against all likely risks. By entering into this Agreement on these terms, the Customer agrees that it is fair and reasonable for the Company to limit and exclude its liability as set out in this section, which specifies the entire liability of the Company including liability for negligence.
Acceptance of certain liability
a. The Company accepts liability
(i) For death or personal injury resulting from negligence of the Company, its employees or agents acting in the course of their employment or engagement as case may be.
(ii) Where the Customer deals as consumer for any breach of any condition or warranty implied by statute as to the correspondence of the System with description or sample or as to its quality or fitness for purpose or particular purpose.
(iii) Up to the sum of £250,000 for direct physical damage to the Premises or their contents to the extent to which such damage or loss is caused by the negligence of the Company its employees or agents whilst working on the Premises in the course of their employment or engagement as case may be.
Submission of claims
b. The Customer is required to notify the Company of any claim as soon as reasonably possible and in any event within three months of the act, omission or occurrence giving rise to the alleged damage or loss except that any claim shall be notified to the Company within thirty days of the Customer suffering any alleged damage or loss.
Exclusion of certain liabilities
c. Except as provided in (a) above the Company shall have no liability in any circumstances whatsoever whether in contract, tort (including negligence) or otherwise for any loss, damage or injury arises directly or indirectly from or is consequential or contingent upon:
(i) Any misrepresentation made by or on behalf of the Company.
(ii) Any breach by the Company of any express or implied terms of he agreement.
(iii) Any negligent act or omission on the part of the Company or one or more of its employees or agents acting in the course of his or their employment or engagement as case may be.
(iv) The operation, non-operation or faulty operation of the system.
Exclusion of certain losses
d. The company shall have no liability in any circumstances whatsoever whether in contract tort (including negligence) or otherwise and whether caused directly or indirectly for financial loss or loss of profits contracts business anticipated savings, use of goodwill.
e. Except in the circumstances described in (a) (i) or (a) (ii) above where no limit will apply and (a) (iii) above when the limitation therein described shall prevail and the company’s liability whether in contract, tort (including negligence) or otherwise will in no circumstances whatsoever exceed for each claim the aggregate of the initial installation charge together with subsequent extension charges and the current annual service charge but subsequent to an overall financial limit of £50,000 for any and all claims.
Extension of protection to employees
f. Save as provided in (g) below, for the purpose of any exclusion or limitation of liability contained in this section of this Agreement the Company is or shall be deemed to be contracting both on its own behalf and also as agent for and / or trustee of any employee of the Company and such employee shall to its extent be or be deemed to be in contractual relationship with the Customer and to be entitled to the benefit of any exclusion or limitation of liability as aforesaid.
Deliberate wrongful acts of employees
g. Under no circumstances shall the Company have any liability for any deliberate wrongful act, default or omission by any employee or agent of the Company acting in the course of his employment or engagement as case may be unless such act, default or omission could have been avoided by the exercise of due care and diligence on the part of the company as employer or principal as case may be.
a. If any payment shall be more than one month in arrears the company shall have the right to withhold further deliveries of the IDS Security Systems Ltd system and to withhold immediately the service provided for the System. Time for payment shall be of the essence of this agreement. Written notice of withdrawal of the Service shall be given to the customer.
Termination for breach of AGREEMENT
b. IF EITHER PARTY SHALL COMMIT ANY BREACH OF THIS Agreement then THE other may be seven days notice in writing terminates this agreement. This right of termination shall be in addition to the company’s rights under (a) above and shall be without prejudice to its right to recover any sum due from the customer.
Termination by the customer
c. The customer shall be entitled subject to the payment to the company of any arrears of any service Charge and any other payments due under the agreement to the expiry of the service agreement period to terminate this agreement by not less than 3 months notice in writing to the company expiring at any time after 12 months from the installation date.
Notification of increased charges
d. Following completion of the installation of the IDS Security System the Company will issue to the customer its handover certificate stating the installation date and such certificate shall be conclusive evidence of such completion.
Right of assignment
e. The company may assign all or any of its rights under this agreement and perform any of its obligations through sub-contractors.
Transfer of system
f. This agreement is personal to the customer and may not be assigned or otherwise transferred by the customer.
Improvements in specification
g. The company’s policy is one of constant improvement and the company reserves the right to alter the Specification of any component part or parts of the system at its discretion at any time without notice. The Company also reserves the right because of difficulties in obtaining supplies, to use at its discretion equipment and materials other than those specified provided it does not materially affect the performance of the system.
h. Any failure by the company to perform any of its obligations by reason of any cause beyond the control of the company including without limitation, strikes, lockouts, other labour disputes, weather conditions, fire, flood, lightning, traffic congestion, mechanical breakdown, obstruction of any public or private road or highway, shall not be deemed to be a breach of this agreement.
i. This agreement and any documents referred to in it contain the whole agreement between the parties relating to the transactions contemplated by this agreement. Any variation by the company to this agreement must be in writing and signed by a director of the company.
j. In the event that any provision or any portion of any provision of this agreement shall be held invalid, illegal or unenforceable under applicable law, the remainder of this agreement shall remain valid and enforceable.
k. Any notice required to be given hereunder shall be sufficiently given if properly addressed and sent by post to, in the case of the Company, its registered office and, in the case of the customer, its last known address and shall be deemed to have been properly served at the time when in ordinary course of transmission it would reach its destination.
Special Notes for the Customer’ s Attention and ConsiderationTo ensure you obtain maximum benefit from the system you have selected, you are advised to:
1. Follow the procedures set out in the operating instruction for setting and resetting an intruder alarm system.
2. Keep keys and security cards in a safe place.
3. Make sure changes to furniture layouts etc. do not obstruct infrared beams and space detectors.
4. Retain the information supplied concerning the method of operation, design, installation and maintenance of the system.
5. Contact the local office if a change in your circumstances warrants a review of your system.
6. Insure your property and valuable items against theft of destruction.
An alarm system is not a substitute for insurance. It is a device designed to give early warning of a fire in the case of a fire alarm, whereas an intruder alarm is a protective measure to deter intruders. No intruder alarm can detect all forms of unauthorised entry or be completely tamper proof. With your cooperation the system you have chosen will achieve its maximum level of efficiency. If you have any questions on your system contact our local Office for free advice.