STANDARD TERMS AND CONDITIONS
1.1 In this agreement unless the context otherwise requires:
“ACL” shall mean Alarm Communication Ltd, 1 Albany Court, Albany Park, Frimley GU16 7QR
“Annual Maintenance Fee” shall mean the total fees payable for the Maintenance Services as set out in the Tariff / Quotation / Estimate inclusive.
“Customer” shall mean the person, firm or corporation with whom ACL contracts for the provision of the Maintenance Services on the terms of these conditions;
“Customer Premises” shall mean the premises of the Customer in respect of which Maintenance Services under this Agreement are provided to the Customer;
“Customer’s Equipment” shall mean all equipment belonging to or used by the Customer;
“Customer Equipment” shall mean the Customer’s alarm system and equipment connected to it except the Customer’s Equipment;
“Maintenance Services” shall mean those services, which ACL has agreed to provide in respect of the Customer;
“Tariff” shall mean the schedule of charges for the Maintenance Services as may be published from time to time by ACL;
2.1 The Customer shall pay ACL for providing the Maintenance Services on the basis of the Tariff / Quotation / Estimate / Contract; such charges shall be invoiced by ACL annually in advance or by such alternative as may be agreed in writing between the parties.
2.2 All payment due hereunder shall be paid by the Customer 30 days after the date of invoice together with VAT at the appropriate rate upon the due date unless otherwise agreed in writing.
2.3 ACL may increase all or any of its charges in the Tariff / Quotation / Estimate / Contract or introduce new charges by notifying the Customer of any such variation in or the introduction of a new Tariff / Quotation / Estimate / Contract in writing (or otherwise in such a way as ACL deems appropriate), any such increase or decrease to be effective from 30 days after the date of notification.
3.1 ACL hereby agrees to provide the Maintenance Services in respect of the Customer for minimum period as set out in the agreement, subject to the terms and conditions herein contained.
3.2 At any time after the expiry of the initial term (12 months), either party may terminate this Agreement by giving three months’ notice of termination to the other party.
3.3 ACL shall not be obliged to refund the Customer any part of the Tariff / Quotation / Estimate / Contract.
4 LIMITATION OF ACL LIABILITY
4.1 It is hereby agreed between the parties that ACL is not an insurer and has no knowledge of the circumstances, use or contents of the Customer’s Premises and consequently ACL will not be held liable for potential or any consequential losses other than as provided in clause 4.5, especially having regard to the level of the Annual Maintenance Fee, availability and cost of insurance against the risk of such potential losses to the Customer.
4.2 Having regard to the circumstances referred to in 4.1 above, the parties agree as follow:
a) ACL shall in no circumstances be liable to the for any consequential loss or damage caused by any negligence, breach of contract, breach of duty or other wrongful act or omission of or by ACL, its employees or agents.
b) In the circumstances, ACL’s liability to the Customer for any direct loss or damage caused to the Customer shall be limited to the amount defined in sub-clause 4.5 below which is considered by ACL and the Customer to be reasonable having regard to the Annual Maintenance Fee.
c) Under no circumstances shall ACL be liable for any loss caused by any failure of, or in the operation of the Customer’s Equipment or by any failure of want of care in or with reference to the Customer’s Equipment or work to or maintenance of the Customer Equipment whether performed at or about the Customer’s Premises or (with direct reference to the Customer’s Equipment) at other premises.
4.3 In respect of damage caused to the Customer, ACL shall be liable to the Customer (to the limited extent set out in clause 4.5 below) only if and in so far as such damage is caused by the negligence, breach of duty or other wrongful act or omission of ACL itself or its employees acting within the course of their employment.
4.4 ACL its employees or agents shall not be liable to the Customer in any circumstances or to any extent whatever in respect of any damage caused to the Customer unless written notice is received by ACL at the address appearing herein within one month of the 4.5 Customer becoming aware or such time as the Customer ought reasonably to have become aware of such damage.
4.5 If, whether pursuant to the provisions set out herein or otherwise, any liability to the Customer shall arise on the part of ACL, its servants or agents (whether under the express or implied terms of this Agreement, whoever fundamental may be the breach or any duty) for any damage caused to the Customer the aggregate amount of such liability shall in all cases whatsoever be limited to an amount not exceeding the sum calculated at 2 times the Annual Maintenance Fee in any (calendar) year.
4.6 It is hereby agreed that ACL shall not be liable for any loss damage costs claims or expenses which may arise from any act or omission or default which is outside the control of ACL for whatsoever reason.
4.7 Nothing contained within Clause 4 shall operate so as to exclude the liability of ACL for death or personal injury resulting from the negligence if ACL, its employees or agents.
5 CUSTOMER’S OBLIGATIONS
The Customer shall:
5.1 For the full and proper protection of ACL its servants or agents pursuant to this clause, agree to the limitation of liability of ACL and its employees and agents as set out in clause 4 above.
5.2 Indemnity ACL and its employees or agents against all claim costs damages and expenses whatsoever arising which any Customer or any third party asserting any proprietary or possessor right or interest in any building, goods or chattels may bring against ACL or its servants or agents arising out of any act or omission on the part of ACL (whether negligent or otherwise) carried out or made in connection with the performance by ACL or the Maintenance Services including claims for loss by reason of death or personal injury.
6 EXTENSION TO ACL EMPLOYEES
6.1 The Customer agrees with ACL that the employees and agents of ACL shall be entitled to the protection of all the terms and conditions hereof in any claim by the Customer against such employees or agents.
7.1 In the event of the Customer being in default in the observance and performance of this Agreement and in particular (but without limitation) if any charges shall remain unpaid for a period of twenty-one days ACL shall have the right to terminate this Agreement forthwith by notice in writing having previously given seven days’ notice in writing to the Customer of such default and such breach shall not have been remedied within seven days from the notice.
7.2 This agreement may be terminated forthwith by either party by written notice to the other party on the happening of any one or more of the following events, namely if:
a) The other party commits any material breach (which may, without limitation, consist of a series of minor breaches) of any of its obligations under this Agreement (other than non-payment) which (if capable of remedy) it fails to remedy within thirty days of notice in writing given by the aggrieved party to the party in default specifying the breach and requiring such breach to be remedied;
b) The other party takes any steps to obtain possession of the property on which it has security or otherwise to enforce a security;
c) A secured lender to the other party takes any steps to obtain possession of the property on which it has security or otherwise to enforce a security;
d) The other party suffers or undergoes any procedure corresponding or similar to any of those specified in sub-clauses (b) and (c) above or any procedure available in the country on which the other party is constituted, established or domiciled against or to an insolvent debtor or to the creditors of such a debtor.
8.1 ACL shall have the right to assign this Agreement to any other person, firm or corporation without notice to the Customer and the Customer hereby acknowledges that this Agreement and particularly (but without limitation) those clauses relating to ACL’s maximum liability and indemnification shall continue for the benefit of ACL and any assignee of ACL.
8.2 This agreement represents the entire agreement between us and shall not be altered changed supplemented or amended except in writing and signed by the parties hereto EXCEPT that written notification of any increase in the charges set out in the Tariff / Quotation / Estimate / Contract by ACL to the Customer shall be deemed to be incorporated in this Agreement from 30 days of such notice.
8.3 It is essential in the interests of all users of the Maintenance Services to maintain confidentiality and secrecy and the Customer hereby agrees that it will not divulge disclose reveal to publish to any third party (except for the purpose of effecting insurance) information concerning or obtained from or as a result of the operational process of the Maintenance Services or otherwise save for information already in the public domain nor use disclose publish or reveal any such information which may damage injure or cause loss to ACL whether directly or indirectly.
The rights and remedies of ACL in respect of this Agreement or in respect of any failure by the Customer to observe or comply with the terms thereof shall not be diminished waived or extinguished by the granting of any indulgence, forbearance or extension of time by ACL in asserting or exercising any such rights or remedies.
The headings to this Agreement are inserted for ease of reference and shall not affect their construction.
Any notice authorised or required to be given pursuant to these Conditions shall be in writing in the case of a notice to ACL be sent to it at its registered office and shall in the case of a notice to the Customer be sent to the Customer at its registered office if the Customer is a limited Customer and in any other case to the address of the Customer last known to ACL. Any such notice may be given by post or facsimile transmission with confirmation by post. To prove service in the case of a notice given by post it shall be sufficient to show that the notice was despatched by first class recorded delivery service or registered mail in a correctly addressed and adequately stamped envelope and to prove service in the case of a notice given by facsimile transmission it shall be sufficient to show that is was despatched to the correct telephone number. Service shall be deemed to have been effected 24 hours after despatch by post or facsimile transmission.
12 LAW AND JURISDICTION
This Agreement shall be governed by and constructed in all respects in accordance with English Law and ACL and the Customer submit themselves to the exclusive jurisdiction of the English Courts.