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The following standard terms and conditions
apply to every agreement entered into by Us
for the Provision of Services.
1.
DEFINITIONS
In these Conditions:-
1.1
the following words and expressions have the following meanings:-
"Agreement" the agreement between Us and You for the provision of Services, on
the Conditions;
"Agreement Date" the date We sign the Schedule, when the Agreement is deemed to have
come into effect;
“Call out” an unscheduled Maintenance Visit You ask for (to inspect or reset
Your System);
“Call Out Charges" the charges to be paid by You in respect of a Callout;
"Certificate" a certificate provided by Us showing the Equipment upon which We
have worked, and any goods supplied by Us;
"Communications
Centre" the place where alarm signals from Your System are sent for
monitoring;
"Communications Link" the FireCare communications system operated by BT for sending alarm
signals between Your System and the Communications Centre;
"Conditions" the terms and conditions for the provision of Services, as set out
the document, together with any special terms and conditions set out in the Schedule;
"Connection Date" the date We connect Your System to the Communications Centre;
"Equipment" the equipment specified in the Schedule, together with any renewals
or replacements of, or additions to, such equipment provided by Us;
"Extra Maintenance" any work We need to do to bring Your Equipment up to the standards
required by Legislation, and which does not form part of the Maintenance Service;
"Fire Authority" the fire authority shown in the Schedule (or the fire authority
appropriate to the Site);
"Fire Risk Assessment" a fire risk assessment of the Site in accordance with the provisions
of the relevant Legislation;
"Keyholder" the person You nominate to be contacted by Us when We receive an
alarm signal, as set out in the Schedule;
"Legislation" appropriate British Standards (or EU equivalent) relating to fire
prevention equipment, and all relevant health and safety
legislation (including the Fire (Scotland) Act
2005);
"Maintenance Service" inspecting and testing Your System and Equipment and if necessary,
replacing parts or items and refilling Your Equipment
where necessary;
"Maintenance Visit" a scheduled visit to Your Site to conduct the Maintenance Service;
"Minimum Charge" the minimum charge You must pay Us for attending the Site on a
Maintenance Visit (excluding the price of spares, refills
and new Equipment);
"Minimum Term" the minimum number of Years, as shown in the Schedule, during which
the Agreement is to remain in force;
"Monitoring" "Monitor" checking alarm signals We receive from Your System;
"Payments" the payments to be made by You to Us for the provision of Services
(dependent on the Service Level and types of services
chosen by You);
"Quotation" Our written statement including details of Our charges and other
Agreement terms;
"Schedule" the schedule set out overleaf containing (amongst other items) Your
details, and of the System and Equipment, and any
Special Conditions, signed by You and Us;
"Services" the provision of the Maintenance Service (including Extra
Maintenance), Monitoring and other services (such as risk
assessments, auditing and training) as set out in the Schedule;
"Service Level" has the meaning set out in Condition 4.2;
"Site" the location set out in the Schedule at which We are to provide the
Services to the System and Equipment;
"Spend Limit" automatic permission by You to Us to provide replacement parts
(unlimited unless stated otherwise in the Schedule);
"System" the alarm system referred to in the Schedule;
"Us", "We", "Our" The
Asco Fire Group (and referred to
therein as "the Company") (and including Our authorised
agents and employees);
"Year" the period of 12 calendar months from the Contract Date, and each
subsequent period of 12 calendar months, during the subsistence of the Contract;
"You", "Your" the individual, firm, company, partnership, limited liability
partnership, or unincorporated association who enters into the
Agreement with Us, and who accepts performance of the
the Services, as
set out in Section 2 of the Schedule (and referred to therein as "the Customer").
1.2
the singular includes the plural and vice versa, and words importing
one gender include all genders.
1.3
headings are for ease of reference only.
2.
CONTRACT
2.1
Your signature to the Schedule constitutes an offer to require
provision of the Services
2.2
The Agreement comprises the Quotation (if any), these Conditions,
and the Schedule (which forms part of the Agreement for all
purposes).
2.3 No contract shall
have been formed until the offer constituted by Condition 2.1 has
been accepted by Our representative counter signing the
Schedule. You will receive from Us a welcome pack, containing
confirmation of the Agreement and its details, together with an
Agreement number,
shortly thereafter. You must notify Us within 7 days of the
date of the welcome pack if any of the details are incorrect,
otherwise the details set out
in the Schedule and confirmation in the welcome pack shall be deemed
to be correct.
2.4
Only these Conditions apply to the Agreement, and shall override any
other terms, conditions or warranties which You may seek to impose.
Your
acceptance of the provision of the Services by Us shall be
conclusive evidence that these Conditions apply to the Agreement.
2.5
No variation of the Agreement shall apply unless agreed in writing
by Us.
3.
CONTRACT TERM
The Agreement comes into force on the Agreement
Date, and continues in force (subject to Condition 9) until the last
day of the Minimum Term (or any later date), when You or We may end
it by giving the other a
minimum
minimum of 60 days written notice.
That notice must expire before the Agreement will end. Please
note that for the Platinum level of Maintenance Service, the Minimum
Term will be at least three Years.
4.
OUR COMMITMENT TO YOU
4.1
Maintenance
4.1.1
We will carry out a Maintenance Visit, on the frequency set out in
the Schedule, during the currency of the Agreement. Our first
Maintenance Visit will occur on the date set out in the Schedule.
4.1.2
For fire extinguishers, fire blankets and hose reels only:-
We shall carry out a Maintenance Service on each of these items of
Equipment located at the Site, unless You specifically tell Us not
to
do so.
Following any Maintenance Service, or in response to any Callout, We
will undertake any work that may be necessary to ensure that Your
Equipment comply with all Legislation.
4.1.3
For fire alarm systems and emergency lighting only:-
We shall carry out a Maintenance Service on each of these items of
Equipment located at the Site, unless You specifically tell Us not
to do so.
to
Following any Maintenance Service, or in response to any Callout, We
will undertake any work that may be necessary to ensure that Your System and Equipment comply with all Legislation. This
may
be
be covered by the work We undertake as part of the Maintenance
Service, or it may require Extra Maintenance. If the latter is
the case, We will notify You before commencing such work, but will
replace the appropriate parts to ensure compliance is maintained up
to the Spend Limit without requiring Your permission. We need
only obtain permission from You to conduct that Extra Maintenance
if
if the repair work and/or parts exceed any cap on the Spend Limit,
as set out in the Schedule.
4.1.4
We will attend the Site in response to any Callout We receive.
4.1.5
4.1.5 All Maintenance Visits will be conducted at times during the working
day agreed between You and Us.
4.1.6 After each Maintenance Visit or Callout, We will leave a Certificate
with You, which will state that We have left the System and/or
Equipment which We have inspected or tested in proper working order
to
to the standards required by Legislation, or else We will tell You
if any of Your System or Equipment is faulty and cannot be put into
satisfactory condition as part of the Maintenance Service (or by
Extra Maintenance). In that event, Condition 8 will apply.
4.2
Levels of Maintenance Service Available
For certain Services, You
may choose from four levels of Maintenance Service (Bronze, Silver,
Gold and Platinum) ("Service Level"). Each Service Level
comprises a different package of Payment rates, Services
provided,
provided, and materials included. Bronze is provided as standard for
all Equipment. The Service Level which You have chosen (and
the level of Payment related to it) is set out in the Schedule.
4.3
Monitoring
4.3.1 As from the Connection Date, We will continuously Monitor signals We
receive from Your System at the Communications Centre.
4.3.2 If We receive a signal from Your System (including any line fault
signal), We will notify You (or Your Keyholder) of the type of
signal
received.
4.3.3 We will notify the Fire Authority of receipt of an alarm signal, if
applicable, (unless it has not authorised Us to send alarm signals
from
Your Site direct from the Communications Centre to the Fire
Authority
Authority control room, or it has withdrawn its authorisation for
any
reason).
4.4
Fire Risk Assessment/Training Audit
4.4.1
We will carry out an initial Fire Risk Assessment on the Site to
ensure it is compliant with the Legislation. The Payment for
that initial Fire Risk Assessment is set out in Section 8 of the
Schedule. Schedule. Thereafter, We will conduct four Yearly Fire Risk Assessments to
ensure that the Site continues to remain compliant with the
Legislation. The Payment for each such review is set out in
Section
Section 8 of the
Schedule under "Annual Review". We reserve the right to amend
the Payment due in respect of each such annual review, in line with
increases to Us in the cost of provision of that
Service.
Service. We
will give You reasonable notice of any such amendments to the
Payments due in respect of an annual Fire Risk Assessment Review.
4.4.2
Each Fire Risk Assessment review will be conducted on a pre-arranged
mutually convenient date. If You cancel any such appointment
without giving Us a minimum of seven days prior written notice,
We
We reserve the right to improve a charge equivalent to 50% of the cost of that annual Fire Risk Assessment Review.
4.4.3
If the Site is altered substantially in any way (such that We deem
that, for the purposes of complying with Legislation, it has
different degrees of fire risk or it has different requirements from the Site
when
when previously assessed), then We reserve the right to treat the
subsequent annual Fire Risk Assessment as an initial Fire Risk
Assessment, and charge accordingly.
5.
YOUR RIGHTS
5.1
If We fail to carry out any Maintenance Visit within 30 days either
side of the scheduled month of such visit (as notified to You), then
You must
notify Us of such failure within a reasonable period of Our default
(and in
any
any event no later than 15 days from Our becoming in default
of the appointment). We will carry out the Maintenance Visit in
question within 10 days of receipt of Your notice (or on a later
date if You so require), but
if We miss that later Visit, You may (subject to Condition 5.3)
terminate the Contract immediately by giving Us written notice of
Our failure under
this Condition.
5.2
If You can demonstrate to Our reasonable satisfaction that We have
failed to maintain Your System and Equipment to the standards set
out in
Conditions 4.1.2/3, then You will permit Us to reperform the
Maintenance
Service
Service to the appropriate level, and We will do so
within 15 days of Our
agreeing that We were in default. If thereafter You can
demonstrate to Our reasonable satisfaction that Our work has not
complied with the
requirements of Legislation, You may (subject to Condition 5.3)
terminate the Agreement immediately by giving Us written notice of
Our failure under this Condition.
5.3
If You are in breach of any of Your obligations under the Agreement,
or We were prevented from carrying out any of the Services because
of an event beyond Our reasonable control, We shall not have broken
Our
obligationsobligations to You, and You will not be entitled to terminate the
Agreement
pursuant to Condition 5.1 or 5.2.
6.
YOUR OBLIGATIONS
6.1
You must give Us access to your Site at all reasonable times, so We
can perform the Services required of Us under the Agreement.
We will tell You if We need ladders, scaffolding or other access
equipment to carry out
the
the Services, and You are to supply such access equipment to Us at
no charge, and make sure it is safe to use and meets health and
safety regulations.
6.2
You must tell Us about any changes at the Site which may affect Your
Equipment or System (such as extensions, alterations in internal
layout, or the layout of the System). You must ensure We have
this information
a
a minimum of 30 days prior to any Maintenance Visit.
6.3
For Monitoring, You must complete Our Keyholder information form and
send it to Us, and must notify Us promptly in writing of any change
in this information. If Your System is connected to the
Communications Centre,
it
it must be installed, maintained and used in accordance with the
current British Standard. If the Fire Authority asks You to
complete their indemnity form in respect of false (or unwanted)
alarm signals, You must return it
to the Fire Authority and pay their charges resulting from such
false or unwanted signals. You must indemnify Us against any
loss, penalty, fine or other claim We may suffer if the Fire
Authority enters Your Site as a
result
result of any genuine, false or unwanted fire alarm signal.
7.
PAYMENT
7.1
Maintenance and Extra Maintenance
7.1.1
If the level of Service We provide is Bronze, then (for both
Maintenance Services and Extra Maintenance) You must pay Us the
Minimum Charge for the work We perform (in respect of fire
extinguishers,
fire
fire blankets and hose reels only) and if applicable, Our charges
for replacing these items, spares and refills. For Systems
only, We will charge You for the Callout charge, together with any
extra labour charges not covered by the Callout Charge, and Our
charges for spares or replacement parts.
7.1.2
If the level of Service We provide is superior to Bronze, then You
must pay Us for at least the Minimum Charge for the work We do for
Maintenance and Extra Maintenance. You must also pay Our
charges
charges for any replacement fire extinguishers, spares or refills We
supply as part of Extra Maintenance, but You do not have to pay for
those items if provided as part of the Maintenance Service, unless
they are extinguishers which have been tempered with, neglected or
used for the wrong purpose, or must be replaced pursuant to
Condition 8.
7.2
Call Out
You will pay Our basic rate Callout Charge if We attend Your Site
during normal working hours, and Our premium rate Callout Charge if
We attend Your Site outside normal working hours. These
charges exclude the
the
provision of spares, which will be charged in addition.
7.3
Monitoring
7.3.1
You must pay BT charges for installing a new telephone line, or a
block terminal (if an existing line can be used for Monitoring), and
all line and call charges for Monitoring.
7.3.2
You must pay Our charges:-
7.3.2.1
for connecting Your system to the Communications Link;
7.3.2.2
for any work We need to do on Your System to meet any new conditions
set by BT or the Fire Authority;
7.3.2.3
for re-setting Your System if it has not been properly used;
7.3.2.4
that are equal to the amount We have to pay the Fire Authority if
the charge is to do with Monitoring Your System.
7.4
Our Charges
The charges We will levy under this Agreement are those prevailing
at the time when We provide the relevant Service. We will
notify You of Our Minimum Charge, basic firecall charge, premium
rate fire call charge,
and
and other applicable charge rates as at the Agreement. These
will remain valid for 12 months. Thereafter, We reserve the
right to increase or alter any of Our charges by giving You
reasonable written notice of such
changes.
7.5
Payment Terms
Our invoices are payable in full in cleared funds within 30 days of
the date of issue. Time of payment is of the essence. If
You fail to make any payment to Us on the due date, then (without
prejudice to Our other rights
and
and remedies), We can:-
7.5.1
cancel the Agreement so far as any Services remain to be performed
under it, or suspend any further performance of any of the Services;
and
7.5.2
charge You interest (both before and after any judgment) on the
amount unpaid at the rate of 8% above the Bank of England base rate
per annum compounded daily, until payment in full is made, under
the
the Late Payment of Commercial Debts (Interest) Act 1998.
8.
EQUIPMENT THAT CANNOT BE SERVICED
8.1
If We notify You that any of Your Equipment is faulty and cannot be
put into satisfactory condition as part of the Maintenance Service
or by Extra Maintenance, We will tell You on the Certificate and
give You a quotation
for
for replacing it. Equipment which We state is faulty on the
acceptance certificate or on the Certificate will not be covered by
the Maintenance Service, and We may terminate the Contract by
written notice if You do not
accept Our quotation and let Us carry out the necessary work.
8.2
You should be aware that You may be in breach of fire regulations
for Your Site if We have marked any Equipment as faulty on the
Certificate, or (for fire extinguishers only) marked these as unfit
for service, condemned
or
or not maintained, and You do not allow Us to replace those faulty
or unfit items.
9.
TERMINATION
9.1
We are entitled to terminate the Agreement immediately and/or
suspend all further performances of the Services, without liability
on Our part by giving You written notice of such termination, if
You:-
9.1.1
are in breach of any of Your obligations (including, but not limited
to the terms of payment pursuant to Condition 7.6, and the failure
to allow Us to rectify faulty Equipment pursuant to Condition 8);
9.1.2
have given Us fraudulent, misleading or incorrect information;
9.1.3
become insolvent, bankrupt, go into liquidation, have a winding up
order made against You, or make any voluntary arrangement with
creditors or You cease to threaten to cease to carry on Your
business.
9.2
You may terminate the Agreement immediately pursuant to Condition
5.1 or 5.2.
9.3
Either You or We can end the Agreement by giving the other written
notice under Condition 3.
10
CONSEQUENCES OF TERMINATION
10.1
If You try to end the Agreement before the expiry of the Minimum
Term, or without giving sufficient notice pursuant to Condition 3,
and We accept such termination, or We end the Agreement for a reason
set out in Condition
Condition
9.1, then You must pay Us the amounts shown in Condition 10.2 and
10.3 to compensate Us for Our loss. These payments are not a
fine or penalty but are genuine pre-estimate of Our likely loss of
income.
10.2 For
Maintenance and Monitoring Services:
The Yearly Payments You would have had to pay Us if the Agreement
had not ended ahead of time, discounted by 50%, or (if it applies
and if more) the minimum charge You could have had to pay Us if the
Agreement
had
had ended on the last day of the Minimum Term, discounted by 50%.
10.3 For Services
other than Maintenance and Monitoring:-
The percentage of Our yearly charges set out below:-
Number of months before next visit
Three or more-
- None
Between two and three
- 5%
Less than one
- 50%
10.4
On termination (howsoever arising) You will, in addition to the sums
referred to in Conditions 10.2 and 10.3, have to pay all arrears of
sums due for Services performed, and with the charges for Equipment,
spares or
refills
refills supplied to You by Us, together with interest on outstanding
sums due under Condition 7.6.2.
10.5
The sums due under this Condition are separate and severable, and if
it is found that any sum stipulated in any of Condition 10 is
invalid, unenforceable or unlawful, then its invalidity,
unenforceability or illegality shall
not
not prejudice or affect the remaining provisions of Condition 10,
which shall continue in full force and effect.
11.
OUR LIABILITY
11.1
We do not know the value of the contents of Your Site, but You do
(or should) know their value. Since the loss or damage You
might suffer will probably be more than the amounts We can
reasonable charge You, and
because
because We are giving You the chance to discuss and agree different
amounts from those set out in the following Conditions 11.2 to 11.9,
We limit Our liability to those amounts (unless We agree in writing
to change
those limits). Because of this, We recommend:-
11.1.1
You should insure against all loss which You could suffer as a
result of Your System or Equipment not working, or if We do not
respond to any signal We receive from Your System at the
Communication
Communication Centre;
11.1.2
You should use, maintain and store Your Equipment according to the
instructions supplied with it. We will not be responsible for
any consequences of failing to follow these instructions.
11.2
You can ask Us not to enforce any of the limitations in Condition
11.4 to 11.9, but We will only do this if We can make a suitable
change to the charges in the Contract.
11.3
We accept liability for death or personal injury which is caused by
Our negligence, or breaking Our legal duties whilst working at the
Site in the course of Our work.
11.4
We will not provide any guarantees or warranties relating to the
quality of materials, parts of workmanship, or whether the parts or
materials are fit for their particular purpose, unless You are a
private individual (not
a
a business) or We have agreed to meet any quality standards in the
Agreement. If You are a private individual, then You have
legal rights, and We agree to keep to them.
11.5
We will not be liable for loss of profit or for any indirect loss or
damage, such as loss of data, contracts or business interruption, or
loss of savings which you may suffer (unless You can claim for this
type of damage
under
under Condition 11.3).
11.6
If you have any claim against Us under this Agreement, You must give
written notice to Us as soon as reasonable possible, and in as much
detail as is reasonably possible. However, if Your claim is
based only on quality
of
of Service, You must provide Us with written details of Your
complaint within 30 days of the date the work was carried out (and
time of notification is of the essence).
11.7
If We are liable for any claim under the Contract, unless You can
claim more under Condition 11.2, 11.5 or 11.6, then We will not pay
more than £10,000 for each claim, or £10,000 in total for all
claims.
11.8 For
Monitoring Services, the Communications Line between Your System and
the Communications Centre is provided by BT. The
Communications Centre and BT are not under Our supervision or
control. Under the
terms
terms of the Agreement, starting on the Connection Date, We must
tell the Fire Authority of the chosen Keyholder when We receive a
signal at the Communications Centre that shows Your System has gone
into an
alarm
alarm condition. There is a risk that alarm signals from Your
System at the site might not reach Us at the Communications Centre
because of failure or other problems with the Communications Link,
so We strongly
advise
advise You to insure against damage or destruction of property or
valuables.
11.9
Save as set out above, all conditions and warranties (whether
express or implied) concerning the Services, or any equipment or
goods supplied by Us, are excluded to the fullest extent permitted
by law.
11.10 You confirm
that You have read and fully understand the terms of this Conditions
11, and accept the limitation of liability contained in it.
The limitations of liability in Condition 11 continue to apply if
You make any
claim
claim against Us after the end of the Agreement.
12.
EXCUSABLE EVENTS
We make all reasonable efforts to keep to Our obligations to You.
However, if We are unable to do so because of events or
circumstances beyond Our reasonable control, We will give You
written notice of those
those
circumstances within a reasonable time of their occurrence. If
We are still unable to keep to Our obligations for six months from
the date of Our first notice to You, You or We can end the Agreement
by giving 7 days
days
written notice to the other. If this happens, You will only
have to pay any outstanding charges for Services actually performed.
13.
GENERAL
13.1 You
cannot transfer Your rights or obligations under this Agreement
without Our written permission.
13.2
The Contracts (Rights of Third Parties) Act 1999 does not apply to
this Agreement. That means no-one except You or Us can take
action to enforce its terms but that does not affect the rights that
any third party
might
might have apart from that Act.
13.3
If We decide not to enforce any of the provisions of this Agreement,
or We delay in so doing, that will not prevent Us from enforcing
that, or any other provision, at a later date.
13.4
All notices given under this Agreement will be treated as delivered
if they are properly addressed and sent by post to, in Our case, Our
address shown in the Schedule, and in Your case, Your postal
address, as also
shown
shown in the Schedule.
13.5
The documents that make up the Agreement are set out in Condition
2.2. However, if You seek to rely on something which You can
reasonably assume from the facts, You must give Us written details
and We reserve
the
the right to accept or reject such an addition to the Agreement.
13.6 The Agreement
is governed by English law, and the English Courts will deal with
any dispute arising under it.
13.7
If You comprise more than one legal person, then Your liability is
joint and several.
13.8
If any of the provisions of this Agreement are held by any competent
authority to be invalid or unenforceable, in whole or in part, the
validity and enforceability of the other provisions shall not be
affected thereby.
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