Terms & Conditions
Terms & Conditions
1.1 In these terms and conditions: –“Agreement Term” means the term of the Security Services Agreement as specified in the paragraph 1 of this agreement.“Charges” means the Organization’s charges for the Services as stated in the Security Services Agreement, together with any charges for additional services agreed by the parties, in each case as varied from time to time in accordance with the terms of the Security Services Agreement;“Customer” means the customer specified in the Security Services Agreement; “Organization” means Eurofirst Security Services Ltd.“Security Services Agreement” means the agreement which incorporates these terms and conditions, and references to the Security ServicesAgreement shall include references to these terms and conditions.“Services” means the services as described in the Security Services Agreement and in any Services Specification, together with any additional services agreed by the parties from time to time; and a minimum of 5 hours is required for any services.“Services Specification” means any document, whether referred to in the Security Services Agreement or otherwise agreed in writing between the parties, which contains a specification of the services to be provided by the Organization.1.2 In the Security Services Agreement the plural includes the singular and vice versa; a reference to any person includes a reference to any individual, partnership or Organization; a reference to any document includes a reference to any amended, revised or modified version of that document, or any replacement for that document; words and expressions defined in the Companies Act 1985 (as amended) shall bear the meanings assigned to them therein; and the headings are for convenience only and shall be ignored when construing or interpreting the Security Services Agreement..
2.1 The Security Services Agreement shall be and continue in force and effect for the Agreement Term.
3.1 Provision: The Organization shall provide the Services and the Customer shall accept and pay for the Services, on and subject to the terms of the Security Services Agreement and these terms and conditions.3.2 Services Specification: Each party shall comply with the Services Specification.3.3 Instructions: The Organization and its officers, employees, agents and contractors shall be entitled to assume that any instructions or information received from the Customer or its officers, employees, agents and contractors, are given with the appropriate authority, and are true, complete and accurate.3.4 Additional Duties: Subject to Clause 3.6, the Customer may request reasonable additional one-off or temporary duties related to the Services. If any such duties are in the opinion of the Organization to be performed regularly or outside agreed working hours, then they shall be dealt with by way of a variation in accordance with Clause 220.127.116.11 Variations to the Services: Subject to Clause 3.6, either party may propose reasonable variations or additions to the Services by notice in writing to the other. The Organization shall be entitled to make a reasonable adjustment to the Charges because of any proposed variation. The Customer and the Organization shall negotiate in good faith with a view to agreeing any proposed variations and adjustments to the Charges.3.6 Excluded Services: The Organization and its officers, employees, agents and contractors shall be entitled to refuse to perform any additional services where in their opinion the services are not ones which they are adequately trained or qualified to perform, or are not of a type which they are normally employed to do, or are illegal, immoral or offensive, or are not reasonably related to Services already being provided by the Organization, or are of a strike breaking nature.
4. CUSTOMER’S OBLIGATIONS
4.1 Service Information: The Customer shall promptly provide the Organization on request with all such information which the Organization reasonably requires to perform the Services and shall (1) ensure that all information which the Customer provides to the Organization is true, complete, accurate, and adequate, (2) promptly inform the Organization of any changes to any such information, (3) provide any additional information which the Organization may require as soon as reasonably possible, and (4) confirm the accuracy of any information held by the Organization promptly following any request.4.2 Access and Facilities: The Customer shall provide to the Organization on request all reasonable facilities and assistance which the Organization reasonably requires to perform the Services, including appropriate rights of access to any premises where the Services are to be performed, and suitable office facilities at any premises where the Services are to be performed (including a telephone and a power supply).
5.1 Charges: The Customer shall pay to the Organization the Charges for the Service.5.2 Public and Bank Holidays: Unless otherwise agreed, the Organization shall for work carried out during these dates, charge double the hourly rate, as defined in the original quotation and or Site survey.5.3 Annual Variation: Unless otherwise agreed, the Organization may increase the Charges as from each anniversary of the date of commencement of the Agreement Term by notice in writing of such increase given at least 1 month prior to that anniversary date.5.4 Statutory Changes: Unless otherwise agreed, the Organization may increase the Charges by notice in writing to the Customer by a reasonable amount to recover any increased costs or expenses suffered or incurred by the Organization in providing the Service s (including increased wages bills) as a result of any amendment, revocation, replacement or coming into force of any statute, statutory instrument, directive, regulation, order, or other law.
6.1 Payment Terms: The Organization shall be entitled to invoice the Customer for the Charges and the Customer shall pay the Organization’s invoices within 30 days or as otherwise agreed in writing by the parties.6.2 Default Payment Terms: In the absence of any other agreed payment terms, the Organization shall be entitled to invoice the Customer for the Charges in respect of any Services provided in a week at any time following the end of that week, and the Customer shall pay the Organization’s invoices within 30 days of receipt.6.3 Interest: The Organization shall be entitled to charge daily interest (compounded monthly) on any overdue amounts (whether formally demanded or not) at the rate of 3% per year above the base lending rate of Royal Bank of Scotland plc for the time being in force, running from the date when such amounts were due until the date of payment (before as well as after any judgment).6.4 VAT: All Charges and other amounts payable under the Security Services Agreement are exclusive of value added tax, and any other applicable sales tax, which shall be payable in addition at the rate ruling from time to time.6.5 Set Off: All Charges and other amounts to be paid by the Customer under the Security Services Agreement shall be paid in full without deduction or withholding and the Customer shall not be entitled to assert any credit, set off, or counterclaim against the Organization in order to justify the withholding payment of such amounts in whole or in part.6.6 Time of Essence: Payment of the Charges and the time for payment of the Charges under the Security Services Agreement shall be of the essence of the Security Services Agreement.
7.1 Early Termination: Either party may terminate the Security Services Agreement at any time in writing giving 90 days’ notice, if:7.1.1 Breach: the other party commits a material breach of the Security Services Agreement and (if capable of remedy) fails to remedy such breach within 90 days after receipt of notice specifying the breach and requiring the same to be remedied.7.1.2 Insolvency (Companies): where the other party is an Organization, it shall be unable to pay its debts (within the meaning of Section 123 of the Insolvency Act 1986, but as if in that Section the sum of £10,000 was substituted for the sum of £750) or shall be liquidated or wound up, or have a petition for winding up presented against it which is not withdrawn in 30 days, or its hall pass a resolution for voluntary winding up, or if a petition for the appointment of an administrator is presented against it, or if it has a receiver or administrative receiver appointed to the whole or any part of its undertakings of assets, or if it shall convene any meeting of its creditors or make an arrangement or otherwise compound or compromise with its creditors;7.1.3 Insolvency (Individuals/Partnerships): where the other party is an individual or partnership, any person comprised in the other party becomes unable to pay his debts (within the meaning of Section 268 of the Insolvency Act 1986) or is subject to an interim order, or commits any act of bankruptcy, or makes a voluntary arrangement with his creditors.7.2 Overdue Charges: If any Charges payable by the Customer become overdue, and the Customer shall not pay such Charges within 21 days after receipt of notice from the Organization requesting payment, the Organization shall be entitled to terminate the Security Services Agreement immediately by further notice in writing to the Customer.7.3 Effect of Termination: Except where expressly stated to the contrary, the rights and obligations of the parties under the Security Services Agreement shall cease immediately upon expiry or termination of the Security Services Agreement. However, expiry or termination shall not affect any accrued rights, obligations, or liabilities.7.4 Return of Property: On expiry or termination of the Security Services Agreement, the Organization will return any keys or other property of the Customer which has been provided to it in connection with the Services.7.5 Services After Termination: If the Organization has any legal obligation or duty to continue providing any of the Services for any period of time after termination of those Services or the Security Services Agreement, the Customer shall be liable to continue to accept and pay for those Services in accordance with the terms of the Security Services Agreement.
8.1 Reasonableness: The Organization has no detailed knowledge of the nature or value of the contents of the premises where the Services are to be carried out and is not an insurer. The Customer does (or should) know the nature or value of the contents of any premises which are the subject of the Services, and agrees that since the potential loss or damage which the Customer might suffer is likely to be disproportionate to the sums that can reasonably be charged by the Organization, taking into consideration the opportunity afforded to the Customer to negotiate the terms of any limitation set out in this Clause 8, the Customer acknowledges that it is fair and reasonable for the Organization to limit or exclude its liability. In particular, the Customer agrees and acknowledges that the liability exclusions and financial caps set out in this Clause 8 are fair and reasonable.8.2 Relevant Liability: In this Clause 8 “Relevant Liability” means the liability of the Organization to the Customer for or arising out of (1) breach of the Security Services Agreement by the Organization, or (2) the negligence or breach of statutory duty of the Organization in performing or otherwise arising out of or in connection with the Security Services Agreement, or (3) the acts or omissions (including trespasses, negligence and other torts) of the Organization’s officers, employees, agents or contractors in the course of performance of or otherwise in any way arising out of or in connection with the Security Services Agreement, or on or in relation to any premises or property the subject of the Services, or (5) any other cause connected in any way with the Security Services Agreement (in each case whether such liability is in contract, tort, statute or otherwise howsoever).8.3 Limitation: Subject to Clause 8.7, the Relevant Liability of the Organization shall be limited as follows:8.3.1 Common Law Negligence: The liability of the Organization to the Customer for direct physical damage or loss of any property of the Customer, or any property of a third party for which the Customer is responsible which is contained in or situated on any premises the subject of the Services, caused by or resulting from breach by the Organization of this Agreement, or breach by the Organization or any employee of the Organization of any common law duty to take reasonable care or exercise reasonable skill or any statutory duty, or any other tort committed by the Organization or any employee of the Organization shall be limited to £250,000 per event or series of related events.8.3.2 Other Causes/Loss: Save in respect of the loss or damage referred to in Clause 8.3.1, the Relevant Liability of the Organization shall be limited to £50,000 per event or series of related events.8.4 Excluded Losses: Notwithstanding any other provision of the Security Services Agreement, the Organization excludes and shall in no circumstances have any Relevant Liability for any of the following types of loss, damage, injury or liability: (1) any special, indirect or consequential losses, (2) any loss of bargain, profit, anticipated savings, production, business, revenue, use, contract or goodwill, or (3) any liability of the Customer to any other person for any of the types of loss, damage or liability referred to in this Clause.8.5 Acts of Employees: Notwithstanding any other provision of the Security Services Agreement, but without prejudice to any liability of the Organization for breach of the Security Services Agreement, the Organization excludes and shall in no circumstances have any Relevant Liability for any willful,reckless or deliberate acts or omissions of its employees (including any burglary, t heft, arson, or willful damage by an employee of the Organization) in each case in the course of performance of or otherwise in any way arising out of or in connection with the Security Services Agreement, or on or in relation to any premises or property the subject of the Services, unless such act or omission could have been prevented by reasonable supervision by the Organization.8.6 Notification: Except for liability in respect of personal injury and death, the Organization excludes and shall in no circumstances have any Relevant Liability where the Customer fails to notify the Organization of any claim in respect of such Relevant Liability within 30 days of it becoming aware of the event, incident, circumstance or occurrence which may or does give rise to such Relevant Liability.8.7 Personal Injury: Nothing in the Security Services Agreement shall exclude or limit the liability of the Organization to the Customer for death or personal injury resulting from the negligence of the Organization or any officer, employee, agent or contractor of the Organization (as negligence is defined in Section 1(1) of the Unfair Contract Terms Act 1977).8.8 Extension of Benefit: The Customer acknowledges and agrees that the benefit of Clauses 8.1 to 8.7 shall extend to the officers, employees, agents and contractors of the Organization and that the benefit of such provisions are held by the Organization for itself and as trustee and agent for the officers, employees, agents and contractors of the Organization.8.9 Claims by Third Parties: The Customer shall indemnify the Organization from and against the liability of the Organization to any person (other than the Customer) for any loss, damage, or liability suffered or incurred by that person for or arising out of (1) the negligence or breach of statutory duty of the Organization, or (2) the vicarious liability of the Organization for the acts or omissions (including trespasses, negligence and other torts) of the Organization’s officers, employees, agents or contractors, in each case in the course of performance of or otherwise in any way arising out of or in connection with the Security Services Agreement, or on or in relation to any premises or property the subject of the Services (whether such liability is in contract, tort, statute or otherwise) PROVIDED THAT this indemnity shall not extend to (1) any liability of the Organization for death or personal injury caused by the negligence of the Organization or of its officers, employees, agents or contractors while acting in the course of their employment, or (2) to any liability for loss, damage or liability to the extent that the Organization would also be liable to Customer for such loss, damage or liability and assuming that the limitations and exclusions of liability set out in this Clause are valid and enforceable.8.10 Claims By Employees: The Customer shall indemnify the Organization against any liability of the Organization for personal injury or death suffered by an employee of the Organization caused by any negligence of the Customer, or its officers, employees, agents or contractors, or any breach by the Customer of any statutory duty owed by the Customer under the Occupiers Liability Act 1957, or otherwise occurring in the course of the performance by that employee of any of the Services, except in each case to the extent due to the contributory negligence of that employee.8.11 Separate Clauses: Each of the Clauses and sub-clauses of 8.1 to 8.9 shall be construed as a separate and severable contractual term, and if one or more of each of such Clauses is held to be invalid, unlawful or otherwise unenforceable, the other or others of such Clauses shall remain in full force and effect and shall continue to bind the parties.
9. GENERAL PROVISIONS
9.1 Confidentiality: Each party shall keep confidential any information of the other party disclosed to it in connection with the Security Services Agreement, and shall only use such information for the purposes of the Security Services Agreement. A party may not disclose such information except in strict confidence to those of its officers, employees, agents and contractors who need to know the same for the purposes of the Security Services Agreement, or to any other person where required by law. These obligations shall not apply to any information which a party can establish is already in or subsequently enters into the public domain otherwise than as a result of unauthorized disclosure by that party. A party shall as soon as practicable on request, return or destroy any con fidential information of the other party.9.2 Force Majeure: Neither party shall be in breach of the Security Services Agreement or otherwise be liable in respect of any delay in performance, non-performance, or defective performance of any of its obligations under the Security Services Agreement, if such breach, delay, non-performance, or defective performance is caused by or results from any event or circumstance beyond its reasonable control, including act of God, political intervention, war, act of hostile forces, riot, civil disturbance, extensive disruption of public services, fire, flood, drought, accumulation of snow or ice or other adverse weather conditions, failure of power s upply, lockout, strike, picket, stoppage or other action by employees of that party or any other person, traffic congestion, mechanical breakdown, obstruction of any premises, road or highway, explosion, fault or failure of plant or machinery, presence of hazards due to defective structure, presence of noxious, toxic or combustible explosive or radioactive substances, any other state of the Customer’s property or premises rendering them dangerous, defaults of agents or contractors where such default is beyond the reasonable control of the agent or contractor concerned, incompleteness or inaccuracy of any information provided breach of the Security Services Agreement by the other party or any failure of any telecommunications link. Performance of any obligation affected by any such event or circumstance shall be suspended for so long as such event or circumstance continues to affect that obligation.9.3 Assignment: The Security Services Agreement is personal to theCustomer, and the Customer shall not without the prior written consent of the Organization assign, transfer, charge, mortgage or otherwise deal in the benefit of the Security Services Agreement, without the prior written consent of the Organization. The Organization may assign or transfer the benefit of the Security Services Agreement to any person.9.4 Sub-contracting: The Organization may sub-contract or delegate any of its rights and obligations under the Security ServicesAgreement to any person or Organization as agreed.9.5 Entire Agreement: The Security Services Agreement and the documents referred to herein constitute the entire agreement between the parties and supersedes any previous agreements between the parties relating to the subject matter of the Security Services Agreement. All terms and conditions of the Customer are hereby excluded.9.6 Warranties: Each of the parties acknowledges and agrees that in entering into the Security Services Agreement, and the documents referred to in the Security Services Agreement, it doesnot rely on, and shall have no remedy in respect of, any statement, representation, warranty or understanding (whether negligently or innocently made) other than as expressly set out in the Security Services Agreement as a warranty, and the only remedy available to a party for breach of any warranty shall be for breach of the contract under the terms of the Security Services Agreement. Nothing in this Clause shall, however, operate to limit or exclude any liability for fraud.9.7 Variations: No modification, change, variation or amendment of the Security Services Agreement shall be binding on the parties unless it is recorded in a written document which is signed on behalf of that party by a duly authorized representative of th at party.9.8 Waiver: The failure by any party to exercise, or the delay by any party in exercising, any right, power, privilege or remedy provided by the Security Services Agreement or by law shall not constitute a waiver thereof nor of any other right, power, privilege or remedy. No single or partial exercise of any such right, power, privilege or remedy shall preclude any further exercise thereof or the exercise of any other right, power, privilege or remedy.9.9 Invalid Terms: If any provision of the Security Services Agreement shall be held to be invalid or unenforceable, it shall be deemed to be severable, and the remainder of the Security Services Agreement shall remain valid and enforceable to the fullest extent permitted by law. In any such case, the parties will negotiate in good faith with a view to agreeing one or more provisions which may b e substituted for such invalid or unenforceable provision in order to give effect, so far as practicable, to the spirit of the Security Services Agreement.9.10 Notices: Any notice under the Security Services Agreement shall be in writing and sent by hand, first class post or facsimile to the correspondence address of the Organization or the Customer set out in the Security Services Agreement (or such other address as a party shall notify to the other in accordance with this Clause). Notices shall be deemed to have been received in the case of notice by hand, on delivery, by post, on the second day after the day of posting, and by facsimile, on completion of uninterrupted transmission.