Terms & Conditions
- This contract is between Ultra-Vision Fire & Security Ltd, herein after referred to as the ‘Company’ and the Customer named overleaf ‘Customer’.
- ‘The System’ means all of the equipment supplied by The Company; for intruder Alarm Systems this includes Control Units, Electronic Detection Units, Wiring Circuits, Batteries, Contacts, Tubes and all other detection devices and components which make up The Intruder Alarm System. In the case of Closed Circuit Television, Fire Alarms/Fire Fighting Equipment, Access Control, Nurse Call, Smoke Security and Security Lighting Systems this includes CCTV cameras, Monitors and Control Units; Access Control Keypads; Card Entry Equipment and Control Units; Movement Detectors, Light Fittings and Control Units, Smoke Machines, Fire Extinguishers; and all other components and wiring which make up the various Systems.
- ‘Installation Date’ means the date when the installation of The System has been completed by The Company. For the purposes of payment the installation will be deemed complete, notwithstanding any work remaining to be carried out by The Customer and / or The Customer’s sub-contractors. The passing of The Company’s Handover Certificate to the Customer shall be conclusive evidence of the Installation Date.
- ‘Premises’ means the premises in which The System is installed.
- Terms of Payment:
- The Company shall sell and The Customer shall buy The System, excepting the signalling equipment, unless the Company & Customer agree that the system is to be rented or leased, this will be noted on the front of the agreement.
- The Cost of System and/or any rental charges shall be paid on completion of the installation. Where Central Station Monitoring is incorporated in the system every endeavour will be made by the Company to ensure that delays are not incurred in providing the necessary telephone link but no responsibility will be accepted by the Company for delays arising, for any reason whatsoever. In the event of a delay the Company will complete the installation as far as possible (except the telephone link) and the Customer will pay the relevant installation/maintenance charges. The Customer must advise the Company, in writing, when the telephone link has been completed.
- Any Central Station Monitoring charges and Company Maintenance charges to be paid by the Customer annually in advance, unless pre-arranged with the Company. These charges may be increased annually at the Company’s’ discretion, without giving notice, but usually no more than the rate of inflation. Any increases higher than the rate of inflation will not be added unless pre agreed with the Customer 1 month before the annual renewal date.
- Any payments by The Customer under this Agreement shall be made in full and without deduction within 30 days of date of invoice. In the event of any such payment (or part thereof) being outstanding after the date for payment thereof the Company shall not, whilst such payment (or any part thereof) remains outstanding, be obliged to carry out any of its responsibilities hereunder.
- Upon full payment of the installation charge and any invoiced costs the ownership of The System shall pass to The Customer. Until full payment is received the Company retain full ownership of the system. The Company reserves the right to withhold the operating procedures and any handover documentation until payment has been received by the Company, in full.
- Should invoices remain outstanding after the agreed payment period, 30 days unless special arrangements have been agreed, the Company reserves the right to charge an administration fee in respect of additional work involved in obtaining payment of the said invoice/s. The Company reserves the right to submit interim claims for work carried out within the 30-day period.
Emergency call out charges to be paid by the Customer on receipt of an invoice, unless agreed otherwise. The Company shall charge for the costs of all renewed or replacement parts, wires, batteries and other materials and all labour costs at prices determined in accordance with The Company’s schedule of rates from time to time in force, save to the extent that any such costs are included in the Installation Charge.
- All charges quoted are done so exclusive of Value Added Tax, at the prevailing rate, at all times.
- On failing to make payment within the agreed period the Customer will (without prejudice to any other rights of the Company) become liable to pay the Company interest on the amount due at 5% per annum above the base rate of National Westminster Bank Plc., calculated daily, from the date of invoice until the date the actual payment is received in full.
- In the event that the Customer fails to pay monies owed to the Company, when such payment falls due under the terms of this agreement, the Customer hereby irrevocably gives authorisation to the Company (without prejudice to any other rights the Company may have) to enter the premises and repossess the system without any obligation to make good any part of the premises.
- The ownership of the signalling equipment shall remain at all times with the Company due to the nature of the sensitive information stored in the equipment. On termination of the contract the Company will remove the signalling equipment.
- Company Obligations:
- a) The Company shall install The System described in its specification, in accordance with the terms of this agreement, but may make reasonable variations thereto without liability for deviation there from. The system will be installed in accordance with the recommendations contained in the appropriate British Standard Institutes specification, current from time to time. If the Customer requires any variation or addition it must be set out in writing and will be charged for separately.
- b) The Installation, commissioning and subsequent maintenance agreement will be in accordance with the relevant, current, British Standards.
- c) The system will be guaranteed from the date of completion of Installation for replacement or repair parts, during normal office hours, for the warranty period as specified herein. After the warranty period parts and labour will be chargeable at the costs ruling thereof.
- d) Warranty repairs or replacements will be undertaken by the Company only if necessitated by reason of fair wear and tear of any part of the system, goods or services rendered. The Company shall NOT be under any obligation to repair or replace any parts which may have been lost or damaged for any other reason, this includes actual or attempted burglary, fire, Acts of God, War, trade dispute, labour disturbance, breakdown of plant or machinery, riot, flood, malicious damage, civil commotion, lockout, accident, strike, Telecoms line faults, misuse (including structural alterations), mains power failures/spikes, moisture, chemical damage, or act or neglect of any person other than an employee of the Company; this includes force majeure: The Company shall not be liable to The Customer for any loss or damage which may be suffered by The Customer as a direct or indirect result of The Company being delayed, prevented or hindered in the performance of its obligations under this Agreement by reason of any circumstances beyond its reasonable control including, but not exhaustive to, difficulty or increased expense in obtaining materials or transport or by any other circumstances whatsoever.
- e) The Company shall, during the period of this agreement, operate an emergency service in accordance with the relevant British standard and any other agreements the Company may make with the Customer.
- f) The Customer shall pay the Installation & Service Charge and in consideration thereof the Company installs The System and provide, during the first twelve months from the Installations Date, Service and Maintenance as stipulated below:
- i) Routine inspection and maintenance of The System at the intervals advised in the recommendations of the British Standards Institute’s Specifications current from time to time. The routine inspection and maintenance provided shall include the cost of renewed or replacement parts and labour costs incurred by The Company unless such replacement parts or labour are necessitated by the act, default or neglect of The Customer. Any parts so renewed or replaced shall have a further guarantee period.
- Customer Obligations:
The Customer shall throughout the currency of this Agreement:
- a) When requisite at The Customer’s own expense provide a supply of electricity for The System.
- b) Afford to the Company, it servants and agents, reasonable access to The Premises during normal working hours to enable The Company to perform its responsibilities hereunder. Shall be responsible for obtaining and paying for all necessary consent for the installation of the system. The Customer acknowledges that it may be necessary for the Company to carry out some works outside of normal working hours.
- c) Obtain and pay for all necessary licenses, consents and permissions for the installation and operation of The System.
- d) The Customer agrees, where applicable, to apply forthwith to the appropriate telephone authority for and to permit the immediate provision and fitting of equipment required for the connection of The System to telephone apparatus and The Customer shall enter into and observe such agreement (if any) as such telephone authority may require and shall such telephone authority be deemed to be the agent of The Company and The Company shall not be liable for any delay, damage or failure caused or attributable to such telephone authority in the installation, adaptation, modification, connection or alteration of the said equipment. The Customer agrees to pay any telecom charges as may be made by the telecoms provider for connection to the system and for any maintenance of the equipment.
- e) Maintenance Charges payable under this Agreement do not include any line rental charges by such telephone authority in respect of any telephone line connection. Any telephone line connection charge and / or line rent shall be the responsibility of The Customer. The Company agrees to advise The Customer of any need that may arise to install any telephone lines where such need becomes known to The Company.
- f) Not adjust, alter or interfere in any way whatsoever with The System or any part thereof nor allow or permit any person other than a Company representative, bearing the Company’s’ official warrant card, to have access thereto for any such purpose or otherwise.
- g) Use and operate The System with proper care and in such manner as to preserve the proper efficient working thereof.
- h) Promptly notify The Company by telephone (confirming forthwith such notification in writing) of any defect appearing in The System or of any maintenance that appears to be necessary and permit and assist The Company at its option to take such reasonable steps as The Company thinks necessary to remedy any such defect or make any such maintenance.
- i) Promptly notify The Company by telephone (confirming forthwith such notification in writing) of any structural alteration to The Premises, or of any alteration to the layout of The Premises, or of major movement of contents including stock on The Premises affecting the proper operation of The System.
- j) Pay for the cost of any work required to be carried out to The System including emergency call out charges, and false alarm assessments, and for any visits requested by the Customer other than routine maintenance visits in accordance with the British Standards and save as otherwise herein provided.
- k) Promptly notify The Company by telephone (confirming forthwith such notification in writing) if The System requires resetting.
- l) Where movement detectors are installed in an Intruder Alarm System The Customer shall periodically carry out a check or ‘walk test’ of the area protected by such devices to ensure that any alteration to the layout or fittings of The Premises or of major movements of contents do not impair operation of The System.
- m) Pay any charges or costs of modification arising from time to time as a result of the requirements of the Emergency Services, Local Authority, British Telecom, or other third parties and in the case of Security Systems designed to transmit signals to The Company’s Communications Centre, notify the Company in writing of the days and times which The Premises are normally closed. The Company shall be entitled to assume that any interference to the system during such notified days and times is unauthorised and may notify the Police accordingly.
- n) Notify the Company forthwith upon agreeing to dispose of The Premises or any part thereof and at the same time inform The Company of the name and address of the person to whom such disposal is to be made.
- o) Shall be responsible for ensuring that all employees or system users are instructed on all relevant sections of local police force policy; also consume all charges levied by police administration. Notify The Company forthwith of the receipt of any communication from the Police Authorities giving a warning that Police Response is to be modified or withdrawn.
- p) Furnish the Company with full details of Keyholders and any subsequent changes to Keyholder details, within 2 working days of such change. The Company reserves the right to charge for this administrative service. NOTE; The Keyholder information may be held on Police Computer Files.
- q) Comply with the requirements of the local Police Authority policy.
- r) The prices herein are based upon costs ruling at the date of this agreement, these charges will apply for one calendar month from this date; after this it is agreed that any increase in costs shall be borne by the Customer and shall not give rise to the right to cancel this contract. The Company reserves the right to revise this agreement if accepted beyond three months from the date of submission.
- s) The signatory to this agreement warrants that s/he has full authority to sign this agreement on behalf of the Company (if applicable) named as the Customer.
- t) The Customer shall, if so required by the Company, provide written authorisation by the Customer before accepting any instructions or calls from any party for or on behalf of the Customer.
- u) The Customer is responsible for ensuring that any external sirens do not cause a nuisance as defined under the control of pollution act.
- a) The Company is not an insurer of The Premises, the property or the persons thereon where The System is installed; the Company has no knowledge of the nature and value of the contents of the premises in which the system is installed or the nature of the risks to which the premises or contents will from time to time be exposed. The Company therefore limits its liability as set out below.
- b) 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 is accordingly advised to keep comprehensively insured against all risks such Premises and property (and persons in or on The Premises) and The Company shall, subject as herein provided, bear no responsibility in relation thereto, and The Customer shall hold harmless, indemnify, and keep indemnified The Company against any and all claims, actions, costs or liabilities which may be brought against The Company or incurred by it in relation herewith.
- c) If any defect in the quality, nature, or condition of parts or materials supplied hereunder or in the event that any failure of such parts or materials to comply with The Company’s specification and / or description therefore shall be discovered within one year of the date when such parts or materials were supplied by The Company, The Company’s sole responsibility shall be to repair or replace any such parts or materials found to be defective by reason of faulty material or workmanship or failure to comply with such specification and / or description without charge provided that:
(i) The System has been properly used, and operated by The Customer in accordance with instructions given by The Company to The Customer in the use of The System, the terms of this Agreement and generally accepted practices: and
(ii) A claim in writing shall have been received by The Company from The Customer within 28 days of the discovery of any such defect or failure.
- d) If in the course of provision of its services hereunder damage to The System is directly caused thereto by the negligence of The Company its servants or agents The Company’s sole responsibility shall thereto be to repair or rectify such damage to The System without charge to The Customer. The Company shall not be liable for any damage to The Premises (including any fixtures or items therein) arising from the provision of its services hereunder unless it is established that the same was directly attributable to the negligence of The Company its servants or agents and the same could reasonably have been avoided.
Notwithstanding the above, The Customer agrees and confirms that The Company shall not whether for negligence, breach of contract, misrepresentation or otherwise, be liable for any loss or damage to The Premises or property therein or thereon caused by burglary, breaking and / or entering, theft, robbery, malicious damage, riot or commotion or any unauthorised entry by reason of a failure of The System (or any part thereof) to operate at all or to operate correctly by reason of any inadequacy in the design, installation or maintenance of The System (or any part thereof) or by reason of any failure of The System (or any part thereof) as installed to correspond with its description.
- e) If notwithstanding the above there should arise any liability on the part of The Company in relation to this Agreement (or any part thereof) whether for negligence, breach of contract, misrepresentation or otherwise such liability shall (subject to Clause f below) under no circumstance whatsoever exceed twice the installation Charge paid by The Customer.
- f) If The Customer wishes to increase the maximum amount of The Company’s limit of liability specified in Clause (e) above, The Customer may request of The Company a higher limit of liability and The Company may (without being under any obligation so to do) agree to such higher limit of liability upon payment of such additional amount as The Company shall require to obtain the appropriate insurance cover therefore. The Customer shall in such case, disclose such information as The Company’s insurers may require.
- g) The Company shall not under any circumstances whatsoever (whether for negligence, breach of contract, misrepresentation or otherwise) be liable for any indirect or consequential damage or loss, or loss of profit of damage or injury howsoever caused.
- h) Notwithstanding any of the foregoing provisions The Company accepts liability for personal injury and / or death due to the negligence of The Company its servants or agents. If, notwithstanding the above conditions, liability attaches to the Company in respect of loss or damage howsoever caused and arising from burglary, theft, breaking & entering, malicious damage, riot, commotion or any unauthorised entry, that liability shall be limited to the total (excluding vat) installation charge and the first years’ maintenance charges or the sum of £1000; whichever is greater. The Customer agrees to indemnify the Company in respect of such liability incurred by it to third parties excess of the said total amount. If the Customer wishes to increase the maximum amount of such limitation of liability the Customer may obtain from the Company a higher limit of liability to be agreed with the Company upon payment of such additional amount as the Company shall require.
- i) The Customer undertakes:
(i) To give written notice to The Company within a reasonable time and in any event within 14 days of any occurrence; this may give rise to a claim by the Customer against the Company hereunder.
(ii) To give to The Company in writing full details of such occurrence as soon as the same can reasonably be ascertained.
(iii) To allow The Company and The Company’s insurers every facility to investigate such occurrence.
(iv) To submit any claim against The Company arising out of or in connection with such occurrence in writing within 30 days thereof.
Failure of The Customer to comply with these undertakings shall absolve The Company from any liability in connection with such occurrence but without prejudice to any right of The Company in relation to any breach by The Customer of any such undertakings.
(j) The Company shall not under any circumstances whatsoever accept liability resulting from:
(i) The Customer resetting The System without the prior knowledge and authority of The Company’s Communications Centre.
(ii) Withdrawal or modification of Police Response howsoever caused;
(iii) Failure to receive or act upon a signal transmitted to The Company’s Communications Centre from a system other than an Intruder Alarm System or Personal Attack Device. In this case The Company’s sole responsibility is to notify the Keyholder.
- k) In the case of a consumer transaction these terms and conditions are not intended to prejudice any terms applied by statute as to the quality or fitness as to any particular purpose of any goods, and shall be of no effect in such a transaction if inconsistent therewith.
Key Holding & Gate Automation:
- a) The Company shall organise for these services via third parties for our customer’s ease of use thereto without liability for deviation there from. The system will be installed in accordance with the recommendations by the third parties contained in the appropriate British Standard Institutes specification, Ultra Vision Fire & Security are not responsible for these services and the customer must liaise with the third party directly.
- a) The Company reserves the right to use sub contract labour in execution of any works that the Company should deem it necessary or appropriate.
- b) This Agreement shall take effect upon the date hereof and shall (subject to termination as provided) be for an initial term of two years, thereafter to continue automatically from year to year unless at least 3 months’ notice of termination is given by either party to the other prior to the expiry of the then yearly period in force.
- c) For each subsequent 12-month period that the Agreement is in force The Customer shall pay the Annual Rental, Service and Maintenance Charge, in advance, and in consideration thereof The Company shall provide service and maintenance as stipulated below:
(i) Response to requests of The Customer for service as specified and in line with the relevant and current British Standard.
- d) The Company reserves the right during the first twelve months to charge The Customer for parts and labour associated with rectification of defective equipment where the manufacturer offers to The Company a guarantee period shorter than 12 months.
- e) The Company is not responsible for the inspection or maintenance of any equipment not comprised in The System.
- f) Notwithstanding condition 2 (b) the Company reserves the right to require payment of a deposit for the installation price, not exceeding 75 per cent, prior to the commencement of the installation.
- g) In the event of the Customer making a default in payment of any of the charges herein or committing any breach of the provisions of this contract the Company may, in its absolute discretion, immediately terminate this contract whereupon all obligations and liability on part of the Company hereunder shall immediately cease without prejudice to any right of action or remedy of the Company to recover any sum due or owing under terms of this contract at the date of such termination and:
- i) If the Company’s’ Central monitoring station or the system is destroyed or so substantially damaged that it is impractical to continue to provide the services; or
- ii) If the Company is unable either to secure or to retain the telecommunication facilities necessary for the transmission of system signals between any of the premises, the Company’s’ Central Station and any fire, police or other agency, and in this case The Company shall not be under any liability to The Customer.
iii) This agreement may be terminated or suspended at the Company’s’ discretion and the Company will refund to the Customer a fair proportion of the monies paid in advance and shall have no liability to the Customer and this may be terminated by the Company, or at the sole option of the Company suspended for such a time as the Company sees fit.
- iv) If the Customer fails to pay any monies in accordance with this agreement and the Company payment terms, or otherwise breaches this agreement and the breach if remediable and previously notified by the Customer is not remedied within 7 days or if the Customer becomes insolvent or enters into any kind of composition, scheme of arrangement or compromise for the benefit of its creditors or permits or suffers any process of execution or distress to be levied on the premises or (if an individual) dies or becomes bankrupt or is the subject of a receiving order or administration order or (if a partnership) is dissolved or (if a company) has an order made or passes a resolution of winding up (unless such winding-up shall be for the purposes of amalgamation or reconstruction previously approved in writing by The Company) or is dissolved or has an administrative or other receiver of its assets or an administration order made against it, or if it suffers or takes any analogous action in consequence of debt or insolvency; or: If any process of execution distress or seizure shall be levied on or due against any of The Customer’s real or personal property; or:
- v) If the Customer fails to follow any recommendations made by the Company for the repair, replacement of defective parts or obsolete parts of the system or repairs/alterations to the Customer’s premises which the Company considers necessary for the stable operation of the system or to prevent unnecessary damage to the system; or
- vi) If the Customer fails to follow operating instructions or any other matter, including the action of a third party, which is, or should be, within the control of the Customer which results in an undue number of false activations, or if the Customers’ premises are altered in such a way that in the opinion of the Company it is impractical to continue to provide a service, or, If the apparatus or equipment is destroyed or so substantially damaged by fire or other catastrophe The Company is reasonably unable to continue its service; or;
vii) The approval of any fire, police or other authority to the provision by the Company of any services is withdrawn or is made subject to conditions such that in the opinion of the Company it is not practical to continue to provide the services.
- h) The Company’s Guarantee specifically excludes Infrared, Halogen and other types of Lamps, Batteries, Camera Tubes, Video Recording Heads and all other general consumable items.
- i) Any time or other indulgence granted by The Company to The Customer shall not prejudice the enforcement by The Company of its remedies hereunder. Any variation hereof shall be in writing and signed by a duly authorised manager of The Company.
- j) This agreement constitutes the entire Agreement between The Company and The Customer with respect to the subject matter of this Agreement and supersedes all communications, negotiations and agreements (whether written or oral) of the parties with respect thereto made prior to the date of this Agreement. Other terms shall be imported by reason of any printed matter or publication by the Company.
- k) These conditions do not affect the statutory rights of a person dealing as a consumer as defined in the applicable legislation.
- l) If the Customer signs acceptance of this agreement and subsequently wishes to cancel the acceptance, this must be done in writing and, the Company reserves the right to accept the cancellation and a cancellation charge shall become payable immediately by the Customer to the Company at a rate of 25 per cent of the total installation price, or one year’s maintenance charge, whichever is greater.
- m) The Customer accepts full responsibility for the system specification on signing the agreement. The system or services provided will be installed or carried out in accordance with the specification and payment in full becomes due on completion, in line with the terms herein. The Company accepts no responsibility for the specification once the system is completed.
- n) Response to requests of The Customer for Service of the System using all reasonable efforts to identify and rectify the fault in question. In the case of Intruder Alarm Systems, the Company shall respond within 4 hours of receipt of request from The Customer or at another time agreed with The Customer. In the case of Closed Circuit Television, Access Control and Security Lighting Systems The Company undertakes to use all reasonable endeavours to respond to any such request on the same working day or between 9 a.m. and 5 p.m. on the next working day if such a request is received after 10 am and in line with the relevant current British Standard. .
- o) If the Customer is a partnership or consists of more than one individual the obligations of the Customer under this agreement are joint and several.
- p) Any work other than that undertaken by The Company pursuant to Clause 3 above, including with our limitation any alterations or extensions to The System which are either necessary or are requested by The Customer, shall be outside the scope of this Agreement and may be provided by The Company on, and subject to terms to be agreed between The Company and The Customer.
- q) The termination of the Contract howsoever caused shall be without prejudice to any antecedent rights. The Customer shall forthwith pay to The Company the balance of all monies then owing and subject to any such antecedent rights and the following sub-paragraph no other sums shall be payable or repayable by either party to the other on such occurrence. The Company shall remove the signalling equipment in any event.
- r) Failure by the Company to exercise or enforce any of its rights hereunder shall not be deemed to be a waiver of any such right nor operate so as to bar the exercise or enforcement thereof at any time or times thereafter.
- s) Any notice sent hereunder shall be deemed to have been duly given if sent prepaid first class post, telex or telegraph addressed to the party concerned at its place of business mentioned overleaf or last known address.
- t) The Agreement shall in all respects be governed by and construed and interpreted in accordance with the laws of England and the parties hereby submit to the jurisdiction of the English courts.
- u) The customer shall be aware that there is no “cooling off” period in respect of this contract and that the customer is bound by it upon signature, Purchase Order, Purchase Order Number or email acceptance. Furthermore the customer shall be aware that this contract is not conditional upon any other event that is not described herein.