In these Terms and Conditions, the following expressions shall have the following meanings:
For new Systems, We agree to install the System. You will be the owner of the System.
For Systems that have previously been installed at Your Premises, You will be the owner of the System and the following will apply where there has been a gap of more than one month from the termination of the previous agreement relating to the System and the Start Date.
Unless You tell Us otherwise, We assume that the System and the wiring and cabling associated with it already comply with the relevant standards and are in full working order.
If You wish Us to carry out an initial test of the System, We will give you a separate quotation detailing Our charges and the work needed to repair, reinstate or reconnect any parts of the System that are not in full working order.
If an initial test is not carried out, then We cannot confirm that all parts of the System are in full working order.
We are only required to inspect part of the System during each Routine Inspection visit, as a result, parts of the System will not be inspected until 12 months have elapsed from the Start Date.
We will not be able to confirm that cables and wiring that have been installed within the fabric of the Premises or buried underground by a third party conform to the relevant standards.
We will carry out the Routine Inspection visits to the System during Normal Working Hours.
We will repair the System during Normal Working Hours when You ask Us to do so. We will not charge You for the repair if it is covered by our Guarantee in condition 6 or if it is covered by the service level you have chosen. You must pay for all other work and visits (see conditions 9 and 10).
If You ask Us to do so, We will visit Your Premises outside Normal Working Hours. There will be an extra charge for this, unless this is part of the service plan that You have chosen.
After the Start Date, there may be a delay in relation to installation, activation or monitoring whilst:
After the period referred to in condition 2.6, We will monitor the signals received from the System at the Alarm Receiving Centre.
If You do not have and keep the approval of the fire service, police or other authorities under condition 3.1 We will only provide that part of the Services that does not need this approval.
You may need the approval or permission from the fire service, police or other authority to allow Us to provide the Services. If the police stop responding due to too many false alarms We will continue to monitor but We will have no control whether the police respond You must:
make any necessary agreement with these authorities;
provide any information they need;
pay for relevant approval or permission;
meet the requirements of any of these authorities at all times to maintain their approval;
tell them if any information you have given them changes; and
if any approval is amended or ends, You must write to Us as soon as you find out.
make payment as per clause 10;
You must also do the following:
give Us access to Your Premises so that We can provide the Services for the System. You shall move any materials, ceiling tiles and other objects obstructing access to the System or any other part of it. You must also supply a reasonable level of lighting and scaffolding hoists or other suitable lifting equipment if required;
use Your best efforts to make sure that Your Premises and any equipment You provide are safe and without risk for Our employees and agents to do what We must do under this agreement. When You place your order, You must also tell Us the location of any concealed pipes and wires which may affect the System and Services and about any known risks and any hazardous materials at Your Premises;
for commercial Premises, you will provide and maintain a dedicated 230 volt AC unswitched power supply to each part of the System and sound electrical earthing connection where it is required for Us to carry out the Services. The power supply must be installed by an approved electrician to the relevant regulations and must be safe;
provide information about You, Your Premises, Your Keyholders and any other relevant information so we can provide the Services. You must write to tell Us of any changes to this information;
notify Your Keyholders that We will contact them and may need to write to them;
operate the System according to the requirements of the Specification and any instructions and user's handbooks We issue You from time to time;
be responsible for and compensate Us against all liabilities, claims, losses or expenses We suffer if caused:
because You or others have damaged or not used the System according to the Specifications or operating instructions;
as a result of the connection of the System to any equipment or devise not supplied by Us; or
as a result of the events referred to in condition 7.6 (c);
tell Us at once:
of any defect or fault in the System;
if anyone tampers with the System;
if any part of the System is damaged or stolen; or
if the System has been subjected to any unusual operating or environmental conditions;
pay Your telephone, electricity and other utility bills which the System requires so that the Services are not affected;
complete the log book: which We supply, given details of every activation or event affecting the System, including false alarms; and
keep any CCTV lenses and monitor screens clean and free from dust and grime to enable them to work satisfactory.
You must not move or interfere with or attempt to repair the System or allow others to do so.
You must not transfer or assign any of Your rights or obligations under this agreement.
The System is designed to reduce the risks of loss or damage to Your Premises so far as this can be done by the use of this type of equipment. However, We do not guarantee that the System cannot be removed, tampered with or made to stop working by You or by any unauthorised person. If this happens, We are not responsible for any losses You may suffer directly or indirectly.
We do not guarantee to You that:
particular losses or injuries will be prevented by using the System; or
that the System will work continuously and without errors, in particular where interruptions or errors are due to something beyond Our reasonable control.
We do not know the value of Your Premises or its contents and the purpose of this agreement is not to act as insurer of Your Premises or Your contents.
We Guarantee that we will repair faults and replace parts in the System free of charge within 12 months of the Start Date. Unless We have installed the System, You are responsible for the cost of the transportation of the System, or any part of it from and to the Premises. This Guarantee does not apply to the matters stated in conditions 6.2 and 6.3.
The Guarantee in condition 6.1 does not apply to equipment previously installed at Your Premises.
The Guarantee does not apply to faults caused by the following:
incorrect adjustment or positioning by You or other unauthorised individuals of CCTV cameras, monitor and video settings, computer screens, keyboards or micro-processors;
consumable items of all kinds, Consumables are items with a finite life such as batteries, halogen and other lamps, communication chips;
work carried out by police, fire or other authorities, or by any telecommunications agency or other party; and
the circumstances referred to in conditions 9.5 to 9.8.
We will try our best to install the System within a reasonable time, We accept no responsibility for delays in installation.
During the period reiterated in condition 7.1, We are not responsible for any part of the Services which We are not then able to provide.
We accept that We must make sure that the System is of satisfactory quality that is suitable for the purpose in condition 5 and that the System will meet the description provided before it was installed. We confirm that We are entitled to sell the System to You.
As well as the responsibility which We accept in condition 7.3, We accept responsibility for death or personal injury caused by Our failure to take reasonable care or to use reasonable skill. For all other liabilities We limit the amount of Our liability and the most We are prepared to pay for any loss will be limited to £1 million.
If this agreement covers more than one System, the calculation of the limit of liability in condition 7.4(a) will be based on the yearly service charge for the System giving rise to the liability.
Apart from those responsibilities accepted by Us under condition 7.3 and for death and personal injury under condition 7.4(a), We do not accept responsibility for any indirect loss which depends on Us having special knowledge of Your affairs which We would not normally know, even if the loss is due to Our fault.
We are not responsible for the following:
Losses in relation to Systems installed at your Premises prior to the date of this agreement arising:
Before the completion of our first Routine Inspection visit to the Premises, or
During the first 12 months from the Start Date as a result of part of the System which has not yet been inspected (see condition 2.2 (d));
losses due to the acts or neglect of another person including You; the provider of the telephone line, Signalling Device or other type of communication technology; the police, fire brigade or any other authority or individual. None of these are Our agents for any purpose;
delays, interruptions or suspensions in providing the Services, which are due to any other person (including you), thing or event which we could not reasonably be expected to prevent;
losses due to the fact that equipment or cabling not supplied by Us is connected to or installed near to the System;
Losses resulting from:
the police, fire brigade or other authority failing to act in accordance with Emergency Response procedures;
a signal transmitted to the Alarm Receiving Centre not being received by Us for reasons beyond Our control;
the failure of any cables or wiring installed within the fabric of the Premises or buried underground prior to the Start Date;
the activation of a circuit breaker which affects the power supply to any part of the System; or
any other cause beyond Our reasonable control and not caused by Our lack of reasonable care;
losses due to You after failing to follow Our recommendations in condition 8, or given at any time for additions, repairs or any work required to the System;
losses outside the purpose of the System in condition 5;
damage unavoidably caused to decorations, fittings and the like at the Premises as a result of the installation of the System at Your Premises as a result of the installation of the System or providing the Services.
Our responsibility stops if the agreement is brought to an end or the Services are suspended under condition 11.
Because of the purpose of the System in condition 5, the limits of the Guarantee in condition 6 and the limits of Our responsibility in condition 7, We strongly recommend that You should take out separate insurance to cover Your Premises and the persons at and the contents of Your Premises.
You are responsible for the charges on the front of this agreement. Unless otherwise stated, the charges exclude VAT which is payable by You.
After the first year from the Start Date and in the years following, We can increase the yearly service charge to cover an increase in the cost of providing the Services. We will notify You of the increased amount which will take effect from the anniversary of the Start Date.
The telecommunication charge may be changed to cover any increased cost to Us of providing or changing the telecommunications Services relating to the monitoring of the System. The telecommunication charge may also be changed to cover any increased cost imposed by the police, fire or other authority or by a telecommunications agency or any other organisation.
You are also responsible for the following Extra Charges:
installation charges for connection facilities between the System and the Alarm Receiving Centre;
taxes, fees, charges or false alarm assessments set by the police, fire or other authority due to the installation or operation of the System;
any Extra Charges or charges for work done by police, fire brigade or other authorities or by any telecommunications agency or other party.
You must also pay Us Extra Charges at Our rates for labour and materials current at the time where any of the following apply:
faults are caused by You or any other person, thing or event which We could not reasonably be expected to prevent;
the Specification or service level says that there will be a charge;
You have asked Us to visit Your Premises outside Normal Working Hours, unless this is covered by the service level You have chosen;
You ask Us to change the System or We need to change it because of changes in Your Premises;
You break one of the conditions of this agreement;
You ask for help from Us under the Guarantee in condition 6 but the Guarantee does not apply;
any replacements, repairs or modifications to the System are needed but are not covered by the Guarantee or by the Services or are needed as a result of a change in the relevant standard or regulation governing the System;
you ask Us not to carry out tests on any part of the System which results in Us having to undertake additional work;
the storage vessels which form part of the extinguishing part of the System need testing, handling, transportation, recharging or reinstalling;
the external wiring on the outside of the Premises, or any wiring installed within the fabric
the System needs inspecting, resetting, reprogramming, repairing or replacing in circumstances where:
You, Your Keyholder or someone else has failed to follow operating instructions, has not locked, closed or secured a window, door or other protected point, has not used or adjusted the CCTV, other equipment or components properly or has interfered with the System;
You, or the equipment or devices that we have not supplied, have caused a false alarm or a failure of the System;
Your actions or failures or those of anyone else other than Us mean We need to inspect or make repairs or replace any part of the System;
rodents, other animals or insects damage to or activation of the System;
there is a problem with the telephone line or connection;
adverse weather conditions or adverse industrial atmosphere cause damage to or activation of the system;
a full insulation or continuity test of wiring is required; or
extinguishing liquids or gas or propellant cartridges are discharged for whatever reason.
Unless We agree to do so, the charges do not include any work involving carpet laying,concealing cables, redecorating, replastering, building or carpentry work.
There will be an additional charge if We incur extra time or expense as a result of:
You not providing full access to the areas where Our engineers carry out the Services; or
You failing to supply a reasonable level of lighting or scaffolding hoists or other suitable lifting material (as referred to in condition 3.2(a)).
Whilst We make every reasonable effort to work with You or others, any interruptions or delays caused by You, Your staff, customers or others, may result in additional charges.
If this agreement is brought to an end under condition 11, the following will apply:
You will owe Us the charges and any other money due to Us but not paid at the end of the agreement;
unless the agreement is brought to an end under condition 11.1 or 11.3, You will also owe Us, as a reasonable estimate of Our loss, an amount equal to the yearly service charge that would be due until the earliest date when the agreement could have ended on giving You notice, less an allowance of 20%. This allowance is because We do not have to monitor and inspect the System and because We are being paid earlier than expected;
if You have already paid Us more than the amounts due under (a), and (b) We will refund any overpayment; and
We may also take further action against You if You have broken this agreement.
In the event that the installation of the System will not be complete within a three month period from the date of this agreement, We may increase Our initial charges where Our material and labour costs increase after the date the tender was agreed or this agreement signed. The increase will be calculated using a formula or indices appropriate to the security industry.
Where the installation of the System continues for more than one month, We reserve the right to submit progress or interim requests for payment of the initial charges based on the amount of work completed and/or the amount of equipment delivered to the Premises.
Where Our Specification and charges are prepared to comply with a tender or Specification prepared by You or a third party, or to comply with a relevant standard, Our Specification and charges will have been prepared in good faith, relying on our interpretation of the tender, Specification or standard. If You seek to impose a different interpretation, which affects Our Specification, We reserve the right to increase our charges.
We can vary the charges or make an additional charge if We alter the specification at Your verbal or written request or if there are delays or interruptions caused by You, Your employees, agents, customers or other trades while We are providing the Service.
We may revise Our charges at any time to compensate for any additional costs incurred as a result of a change in any applicable law after We begin work under the agreement that affects Our performance of the agreement. The revised Charges will be notified to You.
If We provide a maintenance service and/or monitoring service for the system and the system is extended by Us or another party the system will be larger and accordingly You must pay to Us an additional charge which will be added to the annual charge or monthly charge for the period from the extension date to the end of this agreement. We will work out this additional charge fairly.
You must pay the initial Charges referred to on the front of this agreement on or before the Start Date. You must pay the initial charges by cash, cheque or bank credit transfer.
You must pay the yearly service and telecommunications charges in line with the agreed contract terms annually in advance by cheque or direct debit;
You must pay the Extra Charges under conditions 9.4 to 9.8 within 14 days of the date of Our invoice or Our request for payment.
You must pay all other amounts within 30 days of the date of Our invoice or Our request for payment.
We expect You to pay promptly. If payments are overdue We will charge You interest from the date of Our invoice or when We ask for payment until the date You pay at 3% over the base rate of Royal Bank of Scotland plc.
We may end this agreement by giving You at least 3 months' notice in writing at any time.
You may end this agreement by giving Us at least 3 months' notice in writing to expire at the end of the fixed period or on a subsequent anniversary of the Start Date.
You or We may end this agreement immediately if:
The Alarm Receiving Centre is destroyed or so badly damaged that We cannot reasonably continue to provide the Service;
We cannot arrange to keep the telecommunications facilities needed to transmit the signals between Your Premises, the Alarm Receiving Centre and any Police, Fire or other Authority.
We may either end this agreement or suspend the agreement for a period if We consider appropriate any of the following apply:
You fail to make payment under condition 10;
You commit a serious breach of this agreement, or one which has serious consequences;
You commit any breach of this agreement which can be corrected by You and You do not put matters right within 30 days of Us telling You that You have broken the agreement and must put it right;
if, being an individual, You die or become bankrupt;
if, being a partnership, the partnership is dissolved;
if, being a company, an order is made, or You pass a resolution, for winding up or if the company is dissolved;
if You enter into any kind of arrangement or settlement with Your creditors or if a receiving order or administration order is made against You;
if any legal proceedings are taken against the system or Your Premises or any part of the Premises;
if You fail to follow any recommendation We make for repairing faulty or old parts of the system, or for repairs to Your Premises which We consider necessary for the System to work properly, or to prevent unnecessary damage to the System;
if You do not follow the operating instructions or if, for any other reason which is our should be within Your control, there is an excessive amount of false alarms;
if You change Your Premises in such a way that We believe it is no longer practical for Us to carry on Our Services;
if the Police, fire or other authority take away their approval, or will only give their approval depending on conditions, which We believe make it no longer practical to carry on providing Our Services.
If We give written notice of suspension, this suspends what we have to do under this agreement (see condition 2) and We have no responsibility until the suspension is lifted or the agreement ends. We will tell You in writing if We lift the suspension.
If the agreement ends, We will stop providing Our Services. We may remove the system or any part of it from Your Premises.
If You end the agreement before the end of the Minimum Term or without giving Us any or sufficient notice under clause 12.2 or if We end the agreement for a reason set out in clauses 12.3 or 12.4 You must pay us:
as liquidated and ascertained damages to compensate us for Our loss in relation to the maintenance and monitoring service, the charges that would have applied if the agreement had continued to the first date on which it could properly have been terminated.
Any other outstanding charges that are due to Us in accordance with this agreement.
You must accept the System and/or goods when delivered, and if delivery is not accepted by You whether in whole or in part, We will put the system and/or goods in storage and may charge You a reasonable rate for that storage.
You shall assume all risk for the System from delivery.
The title to the System and/or goods purchased by You under this agreement shall remain with the Us and shall not pass to You until the supply, installation and/or works has been paid in full.
We may perform any of Our obligations under this agreement through sub-contractors. We may assign to a third party without Your consent. You cannot transfer Your rights or obligations under this agreement without Our written consent.
The Contracts (Rights of Third Parties) Act 2017 does not apply to this agreement. Only a party to this agreement can take action to enforce its terms.
No waiver or any breach of any provision of this agreement shall be held to be a waiver of any other or subsequent breach, and the failure of a party to enforce at any time any provision of this agreement shall not be deemed a waiver of any right of the party subsequently to enforce the same provision or any other provision of this agreement.
We may decide to enforce Our rights under this agreement, and can still use any additional rights We have under general law, if You are in breach of an obligation or obligations under this agreement.
Any notice required to be given under this agreement shall be sufficiently given if properly addressed and sent by post to, in the case of Us, 151 Kilbirnie Street, Glasgow, G5 8JD and, in the case of You, Your last known address, and shall be deemed to have been properly served at the time when in the ordinary course of transmission it would reach its destination.
In Our capacity as Data Processor We may use the information provided by You, both now and in the future, in a number of ways, for example:
to carry out our obligations as instructed by the Data Controller arising from any contracts entered with you;
Images from CCTV cameras on the Data Controllers premises will be stored and processed by the Data Processor for the period of 3 months
Data which is processed by us is limited to the name of Keyholders and their contact numbers
Any data processed by the Data Processor will not be transferred outwith the EEA.
The Data Controller must ensure they have the authority to pass the Data Subject's personal information for the performance of this contract.
We as the Data Processor will only act under the instructions of the Data Controller as outlined above and will not engage any sub-processors without the written consent of the Data Controller.
The Data Processor shall notify the Data Controller within 24 hours after becoming aware of a breach relating to the services or the Processing undertaken in relation to the Data Controller
The Data Controller must ensure that all personal information passed to the Data Processor is accurate and up to date.
Both parties agree to indemnify and keep indemnified at their own cost, against all costs, claims, damages or expense incurred by the other party due to any failure by the breaching party, their employees or agents.
In Our Capacity as Data Controller We may use the information provided by You, both now and in the future, in a number of ways, for example:
To verify Your identity;
To help Us decide whether to enter into a contract with You;
For fraud prevention;
For statistical analysis, market research and to understand Your preferences.
As Data Controller, We will not store any data for any longer than is necessary, full details of Our retention periods can be found at https://www.assureltd.com/privacy-policy.
In accordance with Our privacy policy, We may disclose to third parties certain information contained in the agreement but we will not disclose your name, address, email address or telephone number unless we have informed You, been authorised by You, or are required to do so by law. Our privacy policy may be found at https://www.assureltd.com/privacy-policy.
If We are prevented from or delayed in the carrying on of its obligations under the agreement due to circumstances beyond Our reasonable including, without limitation; acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock outs, strikes or other labour disputes (whether or not relating to either party's workforce), default of sub contactor, or restraints or delays affecting carriers or inability or delay in obtaining supplies of adequate or suitable materials, then Our obligations under the agreement shall be suspended for as long as the circumstances continue and We shall not be responsible for any loss caused to You.
If a Court finds that part of this agreement is not enforceable but can be kept separately from the rest of the agreement, this will not affect the remainder of the agreement.
If You or We want to change the conditions of this agreement, it must be done in writing and signed by You or by one of Our directors.
This agreement is governed by the Laws of Scotland and the parties submit to the exclusive jurisdiction of the Scottish Courts.
