Service and Maintenance Agreement

Whereby it is agreed as follows:
1. In this Agreement the ‘System’ is understood to mean the installed system described in the Specification attached hereto and sold by the Company to the Customer.
2. The Company will supply and install and the Customer will pay for the installation of the System at the premises more particularly described in the attached Specification (the ‘Protected Premises’).
3. The Company will maintain the System for the period of this Agreement.
4. The minimum period of this Agreement will be one year from the completion date (as defined in Condition 3(3) hereof) unless sooner determined by the Company under Condition 9(2) hereof.
5. This Agreement is subject to the Conditions appearing overleaf and to the Supplementary Provisions and Notes appearing below which shall be deemed to form part hereof and to be incorporated herein.
6. The Company shall inspect, test and adjust the System in accordance with Condition 4 hereof. The number of maintenance visits shall be as shown in the attached Specification.
7. The Customer shall pay to the Company in the manner provided in Condition 6 hereof the sums described in the Table below (such sums being exclusive of Value Added Tax which if applicable will be payable by the Customer to the Company at the rate prevailing from time to time). The Company may increase the sums shown in the Table below in the event that the Customer has not executed this Agreement within thirty days of its posting to the Customer.
8. In the case of a consumer sale within the meaning of article 4(a) of the Customer Transactions (Restrictions on Statements) (Amendment) Order 1978 or any amendment or replacement thereof for the time being in force the terms of this Agreement shall not apply to the extent that they would be rendered void by Section 6 or Section 20 of the Unfair Contract Terms Act 1977.

1	Annual Service/Maintenance Charge	£
2	Annual Monitoring Charge	£

As witness the hands of the parties hereto by their duly authorised representatives the day and year first above written.

Notice

The Customer’s rights in regard to the Company may be affected by Condition 8 overleaf. The Customer should ensure that he understands it before he signs this Agreement. The Explanatory Notes on the back page should be read carefully.

Supplementary Provisions and Notes

A. Responsibility of the Customer. (i) The Customer is required to advise the Company and its installation engineers if reasonably requested of the existence and locations of concealed water, gas, electricity or other services, wiring or pipes before work commences. In the absence of such advice the Company cannot accept liability for damage to these services or for consequential damage. (ii) The design of the System is based on the design of the Protected Premises, the nature of the risk and its disposition within the Protected Premises. Should any of these factors alter, changes in the design of the System may be necessary. (iii) Prices are based on the assumption that work will be carried out in accordance with the Specification and/or drawings agreed between the parties. Any variation to such Specification and/or drawings, abnormal conditions or construction, or other work found to be necessary may be subject to additional charges.

B. Value Added Tax. The charges do not include any allowance for the extent to which the goods and services provided by the Company hereunder are or may be subject to VAT.  Accordingly the charges shall be increased to the extent that the goods supplied or services rendered in the performance hereof are chargeable with VAT by the gross amount of the Tax chargeable thereon

C. Installation wiring. Unless there is a specific statement to the contrary elsewhere in the Specification or in this Agreement or unless agreed and confirmed in writing: (i) All wiring to be surface run except at the Company’s discretion; (ii) Only those parts of the Wiring required by BS4737 to be protected will be enclosed in conduit except at the Company’s discretion.

D. Maintenance. The Annual Charges are based on the assumption that all parts of the System required to be serviced are safely accessible by ladder or steps provided by the Company without need for scaffolding or other means. If scaffolding or other means are required the Customer shall either supply it at their cost, or pay the Company’s reasonable charge for the provision thereof. The
Customer warrants that any scaffolding or other means supplied by them will be safe when properly used.

E. Working hours. The Specification is based on the work being carried out during the Company’s normal working hours and does not include any overtime, weekend or Bank or other holiday work. Any work that has to be carried out outside the Company’s normal working hours (for example because of the Customers early closing) can usually be arranged but may result in additional charges.

F. Building work. The Specification does not include for any building work, cutting away, redecoration or making good unless otherwise previously agreed.

G. Operating procedures. The Specification includes one briefing session upon completion for the demonstration of the System to the Customer or his authorised representative.  If further instruction is required an additional charge may be incurred.

Conditions

1. General.  These Conditions and the other terms of this Agreement shall not be added to or waived except by agreement by the Customer in and writing on behalf the Company by a Director or the Secretary. If during the currency of this Agreement its terms are varied subject to the express terms of such variations the terms and conditions of this Agreement shall continue to apply mutandis as if such variations were incorporated in this Agreement.
2. Period. This Agreement shall continue for the minimum period specified in Clause 4 hereof and thereafter unless and until determined in  accordance with  Condition 9 hereof.
3. Installation and completion. (1) The Installation of the System will be carried out by or on behalf of the Company in accordance with the Specification attached hereto during the Company's normal working hours unless otherwise agreed. The Customer shall pay for the cost of reinstating and/or redecoratingthe Protected Premises after installation. (2) The Customer when requested shall at his own expense provide a supply of electricity suitably terminated at the required number of points as indicated by the Company. (3) The System shall be deemed to be complete on the date on which the control keys are handed over ("completion date") notwithstanding that any signalling equipment may not then have been connected and the Company has confirmed that the System is fully functional.
4. Maintenance.  (1) Subject to Sub-clause (2) this condition the Company will inspect, test and adjust the System and renew any dry batteries exhausted by normal use. Rechargeable batteries when necessary will either be recharged or replaced at the Customer’s expense unless the manufacturers shall supply a free replacement under any guarantee given to the Company by that manufacturer in respect of the rechargeable batteries to be replaced when such replacement shall be forwarded to the Customer who shall bear all costs of transportation. (2) If in the reasonable opinion of the Company any repairs or replacements to the System including repairs and replacements of electrical components are necessary by reason of any cause beyond the Company's reasonable control the Company shall be entitled to make a reasonable charge for such repairs and replacements. (3) If the Company is called to attend to the System outside of the routine inspection, test and adjustment visits outlined in Clause 6 hereof, the Company shall be entitled to make a reasonable charge for such extra attendance. (4) The Customer shall pay the cost of any reinstatement and/or redecoration made necessary by the repair, maintenance, inspection, testing or adjustment of the System. (5) The provisions at Sub-clause (1) of this Condition shall not apply if and so long as the Customer is in breach of any term or condition of this Agreement.
5. Access. The Customer shall permit the Company's servants or agents access to the Protected Premises and to the System at all reasonable times for the purpose of carrying out their obligations hereunder and the Customer shall move any materials, ceiling tiles and other objects obstructing access to the System or any part thereof.
6. Payment. (1) The sale price, the Installation Charge and the first Annual Maintenance Charge shall be payable on the completion date. (2) Any subsequent Annual Maintenance Charges shall be payable annually in advance on each anniversary of the completion date. (3) Any other sums payable under this Agreement shall be payable on demand without discount. (4) In the event ofthis Agreement being determined under Condition 9 (1) hereof the Customer shall be entitled upon claiming to a refund of that portion of any Annual Charge relating to a period subsequent to the termination date as defined In Condition 9 (1). (5) The Customer shall not be entitled to any rebate during any period in which the System is not operating to the satisfaction of the Customer whether by reason of damage to, or destruction of, the System or any part thereof or any other cause whatsoever. (6) In the event of increases in the cost of labour, materials or overhead expenses in carrying out the Company's obligations under this Agreement (the existence and amount of which increases the certificate of the Secretary or other authorised official of the Company shall be conclusive evidence) or in the event of, or the imposition of, new taxes or the revising of existing taxes the Company shall be entitled to make an increase in the Annual Maintenance Charge payable hereunder (whether or not  such Charge has been paid in advance), such increase to come into effect (when notification to an official body may be required) on the day appointed by the Company, whereupon the amount of  such increase as applies to the unexpired balance of any period in respect of which any Annual Charge has been paid in advance shall become immediately due and payable. Any such increases shall be discussed and agreed with the Customer in advance (7) The Customer shall pay for the cost of any electricity required for operating the System. (8) The Company shall be entitled to charge interest on any overdue payment outstanding from time to time at a rate of  3% above minimum lending rate or its equivalent but this shall not alter any other of the Company’s rights in the event to effect timely payments. For the pur4pose of clarity payments are due within thirty (30) days of invoice date.
7. Transfer Extension and Change of Name (1) This Agreement may be assigned by the Company but shall not be assigned by the Customer without the Customer’s written consent. The Company may perform its obligations hereunder through agents or sub-contractors. (2) The Company will, at the request of the Customer, transfer the System at the Customer's expense to any other premises occupied by the Customer provided that this sub-clause shall not apply unless the Company has facilities for installing and maintaining the System at said other premises and unless the Customer has satisfactorily performed his obligations hereunder. (3) The Company will at the request of the Customer extend or modify the System at the expense of the Customer. (4) The Customer shall give thirty days notice in writing of any proposed changes in the address of the Protected Premises.
8. Performance Guarantee & Liability. (1) Products manufactured or supplied by the Company are not designed, manufactured or adapted for use in adverse industrial atmosphere extremes of weather or abnormal operating conditions of any kind. (2) The Company does not warrant or otherwise undertake that the products manufactured or supplied by it will be fit for any purpose involving such use, and any terms or representations express or implied by statute, common law, and custom of trade or otherwise are to that extent excluded. (3) The Company undertakes to remedy any defects arising within one year of the completion date from faulty material or at any time from faulty workmanship of any product manufactured provided that: (a) the defects developed under proper and normal conditions; (b) notice of such defects is given in writing to the Company as soon as reasonably practicable; (c) when replaced any defective parts shall become the property at the Company. (4) The Company will undertake its full liability both at common law and statute in respect of the products and/or services in the subject of this Agreement provided that the Company's liability in respect of any one claim shall in no event exceed the sum of £50,000 (inclusive of all costs and expenses). (5) The Company accepts liability in respect of death or personal injury resulting from negligence of the Company, its servants or agents when acting in the course of their employment by the Company. (6) The Company accepts liability in respect of direct physical damage of the Protected Premises or its contents resulting from negligence of the Company, its servants or agents while working at the Protected Premises and when acting in the course of their employment by the Company provided that the Company’s liability in respect of any one claim shall be limited to making good such damage up to a total sum of £50,000 (inclusive of all costs and expenses). (7) The Company will use its reasonable endeavours to carry out its obligations under this Agreement within a reasonable time. (8) The Company will convey to the Subscriber the benefit of any warranty in products purchased by the company.
9. Termination. (1) Either party may terminate this Agreement by giving one month notice in writing. (2) Notwithstanding anything contained in Condition 2 hereto the Company and the Customer may terminate this Agreement at any time: (a) if the Customer is in arrears, makes default in payment or any sum due hereunder or if the Customer or Company, as the case may be, commits any other breach of this Agreement or; (b) if the Customer or Company, as the case may be, becomes insolvent or has a receiver or manager appointed to its undertaking or assets, or any part thereof, or makes any arrangements with, or for the benefit of its creditors or being a body corporate goes into liquidation otherwise for the purpose of reconstruction or amalgamation. (3) The provisions of this Condition shall not be without prejudice to the Company’s right to recover any sum due under this Agreement or to any other claim which the Company or the Customer may have under this Agreement or any other agreement. (4) If the Customer desires to terminate this Agreement before the expiry of the minimum period specified in Clause overleaf then he shall not be entitled to a refund of the Sale Price or any part thereof, provided that the goods and good title thereto have been transferred to the Customer.
11. Notices. Any notices to be given hereunder by either Party to the other may be serviced by sending the same by prepaid first class post addressed to the other party: in the case the Company at its registered office, or in the case of  the Customer at the Protected Premises.  Any notice sent shall be deemed to be served two days after the date of posting and in proving such service it shall be sufficient to show that the letter containing the same was properly addressed and posted.
12. False Alarms. Whilst every possible care has been taken in designing the System so as to make its accidental operation as difficult as possible the Customer shall reasonable endeavours that false alarm calls are not caused by careless actions.
13. Remedy. Provided that the Company remedies any breach, of its obligations hereunder within 30 days at of its being advised thereof by the Customer in writing, the Customer shall not be entitled either to determine the Agreement summarily or to any damages in respect of such breach.
14. Delays and Cancellation. (1) If for any reason the Customer by his conduct renders the Company's obligations hereunder wholly or partially impossible to perform or complete during the Company's normal working hours the Company may make a reasonable charge to compensate it for all increased costs or charges incurred by the Company as result of the Customer's conduct. (2) If the Customer purports to cancel this Agreement before or during work on installing the System has begun then he shall pay to the Company on demand a sum equivalent to all its costs, fees and expenses incurred up to the date of such purported cancellation, including any damages payable to the Company's sub-contractors, suppliers and others. (3) The Specification is based on continuous and uninterrupted working and assumes there will be free access to all necessary areas. Whilst the Company will make every effort to work alongside other trades and with the Customer, any interruptions or delays caused by the Customer, his employees, agents or customers, or other trades may result in additional charges. The Customer can minimize his Liability by ensuring that any services to be provided by other trades are property programmed.
15. Health & Safety. The Customer shall use his reasonable endeavours to ensure that the Protected Premises are safe and without risk to the Company's employees, servants or agents working therein in pursuance of the Company’s obligations hereunder.
16. Wayleaves, Permits and Approvals. The Customer shall obtain and pay for all necessary Wayleaves, permits or approvals required by statute or by law for the purposes of the subject of this Agreement.
17. Force Majeure. Neither party shall be liable to the other for any delay in performance of failure to perform its obligations in accordance with this Agreement to the extent such delay or failure is directly due to circumstances beyond its control including but not restricted to fire, flood, explosion, military operations, government act, act of God and legislative complaints, but excluding strikes, lock-out or other industrial dispute or malicious damage involving the employees of the affected party.          

Explanatory Note (1) The security protection industry is unique in that their responsibilities and consequent liabilities are so great, particularly in regard to the relatively low cost of the System versus the high values which can be at risk. (2) As leaders in the field of intruder detection and communication systems we are very much aware of our good reputation, which we endeavour at all limes to maintain and build on. Our products are designed and manufactured to the highest standards and our engineers are fully trained. However even our products - like all mechanical and electronic devices - can develop faults and even our engineers may on occasion be fallible. (3) Absolute liability is not part of our contract with you.  In view of this we must strongly recommend that all risks which would usually be covered by the Customer’s insurers continue to be borne by them - it is not part of our job to replace insurance. If you are in any doubt about this or its effects we suggest you contact your insurers or insurance brokers. (4)Our contract terms and liabilities have been carefully drawn on the advice of our lawyers and insurers: we therefore regret that we are not readily able to contemplate or agree any change in them. We strongly recommend that you carefully read and understand them before entering into any contract with us.