Terms and Conditions
TERMS AND CONDITIONS
1. These terms and conditions (“the conditions”) govern the agreement between the Company and the Customer relating to the provision by the Company to the Customer.
1.1. No variation to the terms and conditions shall be binding unless agreed in writing between the authorised representatives of the Company and the Customer.
1.2. If any provision of these Conditions is held by any competent authority to be invalid or unenforceable in whole or in part the validity of the other provisions of these Conditions and the remainder of the provision or provisions in question shall not be affected thereby.
PAYMENT
2. The customer shall pay to the Company the price specified for the provision of the Security Services. If the Customer fails to make any payment on the due date then, without prejudice to any other right or remedy available to the Company, the Company shall be entitled to:-
2.1.1. Cancel the Contract or suspend the provision of any further Security Services to the Customer; or
2.1.2. Charge the Customer interest on the amount unpaid, at the rate of 4% per annum above Barclays Bank base rate from time to time, until payment in full is made.
2.2. The Company reserves the right:-
2.2.1. By giving thirty days written notice to the Customer at any time after the agreed end of contract date, to increase the cost of the Security Services to the Customer.
2.2.2. To levy a surcharge on the Customer in respect of such of the Security Services as are required to be carried out on public holiday, such surcharge to reflect the increased cost to the Company of providing the Security Services on the relevant day.
3. The price agreed for the provision of the Security Services is exclusive of Value Added Tax, which the Customer shall be additionally liable to pay the Company.
3.1 Should the Customer instruct a reduction to manning requirements, within 24 months of the date of project commencement, to the extent that staff qualify for redundancy, then the Client will bear all redundancy and pay-in-lieu costs.
FORCE MAJEURE
4. The Company shall not be liable for loss or damage of whatsoever nature suffered by the Customer for failure by the Company to carry out the Security Services by reason of:-
4.1. Strike, lock-out or other labour disputes affecting the employees of the Company or the Customer where in the latter case the effect is to prevent or hinder the Company’s servants or agents from performing the Security Services. However, the Company will not in any circumstances perform any of the Security Services which could be construed to be of a strike-breaking nature.
4.2. Any event beyond the Company’s control preventing or hindering the Company’s servants or agents travelling to the Customer’s premises inclusive of, but exhaustively comprising, mechanical breakdown impedance by any road traffic congestion and adverse weather conditions.
4.3. War, act of hostile forces, civil disturbance, or extensive disruption or public services; in the event of such occurrence the provision of the Security Services may be suspended until circumstances permit their reinstatement.
4.4. The presence of hazards due to defective structure of means of access, the presence of noxious toxic combustible explosive or radio-active substances or any other state of the Customer’s premises rendering them dangerous in the Company’s option to any servant agent or animal owned used or employed by the Company.
LIABILITY
5. The Company agrees to indemnify the Customer for all loss or damage to tangible goods or property belonging to or held in trust by the Customer arising out of or by reason of negligence, breach of contract or wilful default of the Company, its servants, or agents (acting within the course of their employment) in the performance of the said service up to a limit of £1,000,000 per incident). However, loss or damage to the Customer’s goods or property arising out of the infidelity of the Company its servants or agents shall be limited to £250,000, including all costs, fees and expenses for any one occurrence or series of occurrences arising out of any one event.
5.1. The Company undertakes to insure for liabilities assumed under Clause 5 above and the Customer agrees to indemnify the Company for any loss, damage, claim or expense in excess of the amounts certified.
5.2. The Company will at the Customer’s written request increase the limit of any insurance referred to in Clause 5 above to such sums as the Customer shall specify. The Customer shall be responsible for and hereby agrees to pay any additional premium incurred by the Company in so increasing the limits of insurance.
5.3. The Company is insured in respect of Employers Liability Insurance and Public Liability Insurance. The limit of indemnity under the Public Liability Insurance of £5,000,000, any one accident and Employer’s Liability of £10,000,000 for any one occurrence during the period of insurance.
5.4. If at the express wish of the Customer the Company undertakes to perform duties extraneous to the Agreement then the Company shall not be liable for any loss or damage arising from the performance of such extraneous duties, irrespective of the fact that such loss or damage may be due to the negligence of the Company, its servants or agents, unless the Company has agreed in writing to carry out such extraneous duties.
CLAIMS AGAINST THE COMPANY
6. The Customer must notify the Company of any loss or damage giving rise to any claim against the Company immediately they are aware of the occurrence of such loss or damage and such notification must immediately be confirmed in writing. If and to the extent that the Customer fails to notify the Company in accordance with the provisions of this Clause and such failure results in the Company being unable to claim from its Insurers, then the Company shall not be liable to the Customer in respect of such loss or damage.
UNDERTAKING BY CUSTOMER
7. The customer agrees and undertakes that it will not during the continuance of this Contract and for a period of one year following the termination of this Contract either directly or indirectly offer employment to, employ or engage the services of any employee of the Company who during the continuance of the Contract provided any of the Security Services to the Customer.
7.1. In this paragraph, “Engagement” means the employment or engagement of an employee of the Company by the customer in any situation either for a definite or indefinite period, or by effecting an introduction of an employee of the Company to the employment of another party, whether directly or indirectly, whether to any subsidiary, associated or holding company of the customer and whether this introduction results in full or part time employment.
7.2. In the event of engagement as referred to above then, in the absence of any written agreement between the company and the customer to the contrary, the customer shall be liable to pay liquidated damages to the company of a sum equal to 70% of the closing annual salary paid by the company to the employee prior to the said engagements.
7.3. The parties agree that the liquidated damages payable pursuant to sub-paragraph 7.2 represent a fair estimate of the loss to the Company of the employee, and the recruitment, training and logistical cost of replacing such employee.
7.4. This Clause shall not prevent the Customer from employing such employee to carry out duties unrelated to the provision of security services.
7.5 Should the Customer change the security requirements to a degree that results in staff redundancy, within the first 24 months of the commencement of service, then the Customer will agree to pay any resulting redundancy costs.
TERMINATION
8. Written confirmation must accompany the termination of a contract. Ninety days’ notice must be given.
8.1 In the event that the Customer terminates the contract without the prior written agreement of the Company or in breach of paragraph 8, then the Customer shall be required to pay liquidated damages to the company. Such liquidated damages shall be a sum equal to the rate of charges incurred by the Customer to the Company immediately prior to termination of the contract multiplied by the notice period specified in paragraph 8 above.
8.2 The parties agree that the liquidated damages payable pursuant to paragraph 8.1 represent a fair assessment of the loss to the Company arising out of the Contract being terminated without the notice under paragraph 8 having been given.
8.3 Upon the determination of the Contract the Company shall be permitted to remove all its apparatus and equipment which may have been placed by it upon the Customer’s premises or under the Customer’s control pursuant to the Contract.
8.4. In the event that:-
8.4.1. The Customer makes any voluntary arrangement with its creditors or becomes subject to an Administration Order of (being an individual or firm) becomes bankrupt or (being a Company) goes into liquidation (otherwise than for the purposes of amalgamation or reconstruction); or
8.4.2. An Encumbrancer takes possession, or a Receiver is appointed in respect of any of the property or assets of the Customer; or
8.4.3. The Customer ceases or threatens to case to carry on business; or
8.4.4. The Company reasonably appreciates that if any of the events mentioned above is about to occur in relation to the Customer and notifies the Customer accordingly
8.5. Then without prejudice to any other right or remedy available to the Company, the Company shall be entitled to cancel the Contract or suspend any further provision of the Security Services under the Contract without liability to the Customer.
ASSIGNMENT AND SUB-CONTRACTING
9. The Terms and Conditions are not assignable by the Customer without the Company’s prior written consent the Company shall be entitled to sub-contract all or any part of the Contract.
JURISDICTION
10. These Terms and Conditions shall be covered by the Laws of England.
