Our terms and conditions set out our terms of business and how we contract with our clients.
1.1 Definitions. In these Conditions, the following definitions apply:
Business Day: a day (other than a Saturday, Sunday, or a public holiday) when banks in London are open for business.
Business Hours: 8.00 am to 4.30 pm GMT each Business Day.
Call Out: an unscheduled Maintenance Visit, in order to inspect or reset the System / Equipment, requested by the Customer.
Call Out Charges: the charges to be paid by the Customer in respect of a Call Out, as set out under clause 9.2 and notified to the Customer in accordance with clause 10.1.
Certificate: a certificate provided by the Supplier in accordance with clause 5.6.
Commencement Date: has the meaning set out in clause 2.2.
Conditions: the terms and conditions for the provision of Services, as set out in this document, together with any special terms and conditions set out in the Schedule and the Quotation (if any).
Contract: the contract between the Supplier and the Customer for the supply of Services in accordance with these Conditions.
Customer: the person or firm who purchases the Services from the Supplier under this Contract and who is identified under the Schedule as the “CUSTOMER”.
Equipment: the equipment of the Customer specified in the Schedule, together with any renewals or replacements of, or additions to, such equipment provided by the Supplier.
Corrective Maintenance: any work the Supplier is required to undertake to bring the Customer’s Equipment up to the standards required by Legislation, and which does not form part of the Maintenance Service.
Force Majeure Event: has the meaning set out under clause 16.1.
Installation Outright Sale & Maintenance Agreement: attached to this document and signed by both parties setting out (amongst other items) the Customer’s details, details of the System and Equipment, and any special conditions agreed.
Legislation: appropriate British Standards (or EU equivalent) relating to security equipment, and all relevant health and safety legislation
Maintenance Service: the inspection and testing of the System and Equipment and, if necessary, the replacement of parts or items.
Maintenance Visit: a scheduled visit to the Site to conduct the Maintenance Service.
Minimum Charge: the minimum charge the Customer must pay the Supplier for attending the Site on a Maintenance Visit (excluding the price of spares and new equipment where appropriate) as notified to the Customer in accordance with clause 10.1.
Minimum Term: the minimum number of years during which the Contract is to remain in force, being 1 year for all Services.
Payments: the payments to be made by the Customer to the Supplier for the provision of the Services.
Quotation: a written statement drafted by the Supplier and expressly identified as a Quotation, which includes details of charges and other Contract terms.
Services: the provision of the Maintenance Service (including Corrective Maintenance), as set out in the Conditions.
Site: the location set out in the Installation Outright Sale & Maintenance Agreement at which the Supplier is to provide the Services to the System and Equipment.
Spend Limit: automatic permission by the Customer to the Supplier to provide replacement parts (unlimited unless stated otherwise in the Schedule).
Supplier: Access Control for Education Ltd registered in England and Wales with company number 15249175 its authorised agents and employees.
System: Security systems of the Customer referred to in the Schedule.
Year: the period of 12 calendar months from the Commencement Date, and each subsequent period of 12 calendar months, during the subsistence of the Contract.
1.2 Construction. In these Conditions, the following rules apply:
1.2.1 a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
1.2.2 a reference to a party includes its personal successors or permitted assigns.
1.2.3 a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;
1.2.4 any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms;
1.2.5 the singular includes the plural and vice versa, and words, importing one gender includes all genders; and
1.2.6 headings are for ease of reference only.
2.1 The Customer’s signature of the Installation Outright Sale & Maintenance Agreement constitutes an offer by the Customer to purchase the Services in accordance with these Conditions.
2.2 The offer constituted by clause 2.1 shall only be deemed to be accepted when the Supplier counter signs the Schedule at which point, and on which date the Contract shall come into existence (“Commencement Date”).
2.3 The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Supplier which is not set out in the Contract.
2.4 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.5 Any Quotation given by the Supplier shall not constitute an offer and is only valid for a period of 30 Business Days from its date of issue.
The Contract comes into force on the Commencement Date and continues in force (subject to clause 15) until the last day of the Minimum Term (or any later date), when the Customer or the Supplier may terminate it by giving the other a minimum of 90 days written notice. That notice must expire before the Contract will end.
4.1 The Supplier shall provide the Services to the Customer in accordance with the terms of the Contract.
4.2 The Supplier shall use all reasonable endeavours to meet any performance dates for the Services specified in the Schedule, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.
4.3 The Supplier shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and the Supplier shall notify the Customer in any such event.
4.4 The Supplier warrants to the Customer that the Services will be provided using reasonable care and skill.
5.1 The Supplier will carry out a Maintenance Visit, on the frequency set out in the Schedule, during the duration of the Contract. The date of the first Maintenance Visit is set out in the Schedule.
5.2 Following any Maintenance Service, or in response to any Call Out, the Supplier will undertake any work that may be necessary to ensure that the System and Equipment comply with all Legislation. In the event that this is not covered by the work the Supplier undertakes as part of the Maintenance Service, it will require Corrective Maintenance.
5.3 The Supplier will notify the Customer before commencing any Corrective Maintenance but will replace the appropriate parts to ensure compliance is maintained up to the Spend Limit without requiring permission from the Customer. Permission from the Customer to conduct Corrective Maintenance is only required where the repair work and/or parts required to complete such Corrective Maintenance exceed any cap on the Spend Limit.
5.4 All Maintenance Visits will be conducted during Business Hours at times agreed between the parties.
5.5 After each Maintenance Visit or Call Out, the Supplier will, subject to clause 5.7, leave a Certificate with the Customer stating that the Supplier has left the System and/or Equipment which it has inspected or tested in proper working order to the standards required by Legislation.
5.6 In the event that any System or piece of Equipment is faulty and cannot be put into satisfactory condition as part of a Maintenance Service (or by Corrective Maintenance), clause 14 will apply.
5.7 The Supplier will attend Site as soon as reasonably practicable in response to any Call Out it receives.
6. MAINTENANCE AND INSTALLATION
6.1 The Supplier shall for a period of one year carry out routine preventative maintenance as follows:
CCTV Systems 1 visit per annum: Access systems 1 visit per annum:
6.2 In the first year from date of installation maintenance during normal working hours in accordance with the latest relevant standards are carried out at the Company’s expense any repairs, replacements or adjustments due to an inherent defect in the System or ordinary deterioration thereof. Following the expiry of the said period of one year from the Installation Date any maintenance repairs, replacements or adjustments will be the responsibility of the Customer and if carried out by the Supplier at the Customers request will be chargeable on a time and materials basis.
6.4 For a period of one year from the Installation Date the Customer shall be entitled to call upon the Supplier for service (corrective maintenance) / and 24hr emergency service at any time.but the Supplier shall be entitled to charge the Customer on a time and materials basis where a visit occurs for any reason other than an inherent defect in the System of ordinary deterioration thereof. Following the expiry of the said period of one year from the Installation Date any call upon the Company will be chargeable to the Customer on a time and materials basis and would then not be subject to a 12-hour response or 24-hour callout unless the contract is renewed thereafter.
6.5 The emergency service facility shall be so located and organised that under exceptional circumstances the duty engineer shall reach the protected premises within 12 working hours for security systems
6.6 INSTALLATIONS
6.6.1 The Customer shall allow the Supplier or Agent unhindered access to the areas where the installation work is to be carried out.
6.6.2 All works to be carried out during the company’s normal working hours of Monday to Friday 8.00am to 4.30pm on a continual working basis. Any extension of these hours or delays caused directly or indirectly by the customer shall entitle the Company to charge any reasonable extra costs resulting thereof.
6.6.3 The Customer shall bear the cost of any reinstatement or redecoration made necessary by the installation or any subsequent inspection, maintenance, alteration, removal or use of the Security System.
6.6.4 The Customer shall be responsible for obtaining at his expense all necessary way leaves, permits or approvals.
6.6.5 Any variation or additional work ordered by the customer shall be agreed via a written order and shall be charged on the basis of reasonable time and materials at rates and costs current at time of installation.
6.6.6 No allowance for high level access equipment and MEWPS if required will be at an additional cost.
6.6.7 No allowances for any works involving asbestos related materials, if a specialist contractor is required this will be charged in addition to any quoted works.
7. CUSTOMER RIGHTS
7.1 In the event that the Supplier fails to carry out any Maintenance Visit within 30 days of the month scheduled for such Maintenance Visit, as notified to the Customer by the Supplier, the Customer must notify the Supplier of such failure. This notice must be provided by the Customer within 15 days from the Supplier’s default.
7.2 Upon receipt of notice from the Customer under clause 7.1 the Supplier will carry out the Maintenance Visit which was the subject of such notice within 10 days of receipt of the notice unless a later date is required by the Customer.
7.3 In the event that the Supplier fails to carry out a Maintenance Visit in accordance with clause 7.2, the Customer may, subject to clause 7.6, terminate the Contract immediately upon written notice to the Supplier notifying it of such failure.
7.4 Should the Customer demonstrate to the Supplier’s reasonable satisfaction that the Supplier has failed to maintain the System and the Equipment to the standards set out under clause 7.4, the Supplier shall be entitled to re-perform the Maintenance Service to the appropriate level. This re-performance will take place within 15 days of the Supplier expressly confirming that it was in default.
7.5 If, following the re-performance of a Maintenance Service in accordance with clause 7.4, the Customer can demonstrate to the reasonable satisfaction of the Supplier that the Supplier has failed to maintain the System and the Equipment to the standards set out under clause 5.3, the Customer may (subject to clause 7.6) terminate the Contract immediately upon written notice to the Supplier of its failure in this regard.
7.6 In the event that the Customer is in breach of any of its obligations under the Contract, or the Supplier is prevented from carrying out the Services because of a Force Majeure Event, the Supplier shall not be deemed to have breached its obligations under the Contract and the Customer shall not be entitled to terminate the Contract in accordance with clauses 7.3 and 7.5.
8.1 The Customer shall provide the Supplier with access to the Site at all reasonable times in order for the Supplier to provide the Services.
8.2 Upon notification from the Supplier that ladders, scaffolding or other access equipment is required by the Supplier to carry out the Services, the Customer will provide such access equipment at no charge. The Customer shall ensure that all such access equipment provided is safe to use and meets all health and safety regulations.
8.3 The Customer must advise the Supplier in advance of the provision of any Services if it is aware that there is a risk or potential risk to the Supplier’s employees or agents of exposure to asbestos or other hazardous substances. The Customer agrees to indemnify the Supplier in full for any loss or damage the Supplier or its employees or agents may suffer as a result of the Customer’s failure to advise of any such risks.
8.4 The Customer must notify the Supplier of any changes at the Site which may affect the Equipment or System (such as extensions, alterations in internal layout, or the layout of the system). Such notice must be provided a minimum of 30 days prior to any Maintenance Visit.
8.5 For CCTV Systems if the installed system is utilized for the processing of sensitive personal information as defined in the Data Protection Act. It is up to the Customer to determine whether the ICO Code of Practice for CCTV should be adhered to. The ICO offers a ‘self-assessment toolkit’ to assess your organisation’s compliance with data protection law, in line with their CCTV code of practice and guidelines.
The Information Commissioners Office details are –Telephone: 0303 123 1113 Website: ico.org.uk
9.1 Installation, Maintenance Service and Corrective Maintenance.
9.1.1 Where the Supplier provides an Installation, Standard Maintenance Service, the Customer must pay the Supplier, in respect of Maintenance Services and Corrective Maintenance, the Minimum Charge for the work undertaken and if applicable, charges for replacing consumable items and spares.
9.1.2 In respect of Systems only, the Supplier will charge the Customer for the Call Out charges, together with any extra labour charges not covered by the Call Out charges, and any charges for spares or replacement parts.
11.2 Call Out. The Customer will pay the Supplier’s basic rate Call Out Charge if the Supplier attends the Site during Business Hours and the Supplier’s premium rate Call Out Charge if the Supplier attends the Site outside of Business Hours. These charges, as notified to the Customer in accordance with clause 9.1, exclude the provision of spares, which will be charged in addition.
11.4 On completion of any installation, maintenance service or any corrective works payment is due 30 days from the date of invoice.
10.1 The charges the Supplier will levy under this Contract are those prevailing at the time the relevant Service is provided. The Supplier will notify the Customer of its Minimum Charge, basic Call Out Charge, premium Call Out Charge and other applicable charges at the Commencement Date. These will remain valid for 12 months. Thereafter, the Supplier reserves the right to increase or alter any charges payable under this Contract by providing the Customer with not less than 2 weeks’ written notice of such changes.
10.2 Parking and congestion charges will be charged by the Supplier at cost, at time of visits where applicable.
11.1 The Customer shall settle the Supplier’s invoices in full in cleared funds within 30 days of the date of issue. Time of payment is of the essence. If the Customer fails to make any payment in accordance with this clause, the Supplier can (without prejudice to any other rights or remedies it may have):
11.1.1 cancel the Contract so far as any Services remain to be performed under it, or suspend any further performance of any of the Services; and
11.1.2 charge the Customer interest (both before and after any judgement) on the amount unpaid at the rate of 8% above the Bank of England base rate per annum compounded daily, until payment in full is made, under the Late Payment of Commercial Debts (Interest) 2013.
12.1 In the event that any Equipment is faulty and cannot be put into a satisfactory condition as part of the Maintenance Service, the Supplier shall notify the Customer using a Certificate and shall provide a Quotation for replacing it. Equipment noted as faulty on a Certificate will not be covered by the Maintenance Service.
12.2 The Supplier may terminate the Contract by written notice if the Customer does not accept a Quotation provided under clause 12.1 and let the Supplier carry out the necessary work.
13.1 Without limiting its other rights or remedies, the Supplier may terminate the Contract with immediate effect and/or suspend the supply of Services, without liability, by providing written notice to the Customer, if:
13.1.1 the Customer is in breach of any of its obligations under the Contract (including, but not limited to, its failure to pay any amount due under this Contract on the due date for payment and the failure to allow the Supplier to rectify faulty equipment in accordance with clause 14);
13.1.2 the Customer has provided the Supplier with fraudulent, misleading or incorrect information.
13.1.3 the Customer suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its
debts within the meaning of section 123 of the Insolvency Act 2016.
13.1.4 the Customer commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation with one or more other companies or the solvent reconstruction of the Customer.
13.1.5 the Customer is the subject of a petition filed, a notice given, a resolution passed, or an order made, for or in connection with its winding up, other than for the sole purpose of a scheme for a solvent amalgamation with one or more other companies or its solvent reconstruction.
13.1.6 the Customer is subject to an application to court, or an order made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over it;
13.1.7 a floating charge holder over the assets of the Customer has become entitled to appoint or has appointed an administrative receiver.
13.1.8 a person becomes entitled to appoint a receiver over the assets of the Customer or a receiver is appointed over the assets of the Customer.
13.1.9 a creditor or encumbrancer of the Customer attaches or takes possession of, or a distress, execution, sequestration, or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days.
13.1.10 any event occurs, or proceeding is taken, with respect to the Customer in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 13.1.3 to 13.1.9 (inclusive); or
13.1.11 the Customer suspends or ceases, or threatens to, to carry on all or a substantial part of its business.
13.2 The Customer may terminate this Contract immediately pursuant to clauses 7.3 and 7.5.
13.3 Without limiting its other rights or remedies, each party may terminate the Contract by giving written notice in accordance with clause 3 and clause 16.3.
14.1If the Customer attempts to terminate the Contract before the expiry of the Minimum Term otherwise than in accordance with clauses 13.2 or 13.3, or if the Supplier terminates the Contract in accordance with clause 13.1, the Customer shall pay the Supplier on demand the sums set out in clauses 14.2 to 14.3 (inclusive) as liquidated damages. The parties confirm that these sums represent a genuine pre-estimate of the Supplier’s loss.
14.2 Maintenance Services. The yearly Payments the Customer would have incurred if the Contract had not ended ahead of time, discounted by 50%, or (if it applies and if more) the Minimum Charge which would have been payable if the Contract had ended upon expiry of the Minimum Term, discounted by 50%.
14.3 The sums due under this clause 14 are separate and severable. In the event that any sum set out under this clause 14 is invalid, unenforceable or unlawful, then its invalidity, unenforceability or illegality shall not prejudice or affect the remaining provisions of this clause 14 or the Contract as a whole, which shall continue in full force and effect.
15.1 Nothing in these Conditions shall limit or exclude the Supplier’s liability for;
15.1.1 death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
15.1.2 fraud or fraudulent misrepresentation; or
15.1.3 breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
15.2 Subject to clause 15.1 and clause 15.5:
15.2.1 the Supplier shall under no circumstances whatsoever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract, such as loss of data, contracts or business interruption, regulatory penalties or fines or loss of savings or any loss or damage arising from the accidental exposure by the Supplier or its agents of asbestos or any other hazardous substance of which the Customer has not made the Supplier aware; and
15.2.2 the Supplier’s total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed £5,000,000 for each claim, or £5,000,000 in total for all claims.
17.3 The Supplier is unaware of the value of the contents of the Site. Given that the loss or damage that the Customer might suffer in relation to this Contract may be higher than the amounts the Supplier will charge for the provision of the Services, the Supplier has provided the Customer with the opportunity to discuss and agree the sums set out in clause 15.2.2. The liability of the Supplier is therefore limited to the amounts set out in clause 15.2.2 unless otherwise agreed in writing. It is recommended therefore that:
15.3.1 the Customer insures against all loss which it could suffer as a result of its System or Equipment not working, or if the Supplier does not respond and
15.3.2 the Customer should use, maintain Equipment according to the instructions supplied with it. The Supplier will not be held responsible for any consequences of the Customer failing to follow these instructions.
15.4 The Supplier warrants that any goods supplied under this agreement are of satisfactory quality and fit for the purpose that the Customer has advised the Supplier that they are to be used for. The Supplier further warrants that all workmanship carried by or on its behalf will be carried out with reasonable skill and care.
15.5 In the event that the Customer has any claim against the Supplier under this Contract, the Customer must give written notice to the Supplier as soon as reasonably possible and in any event not later than six months of the Customer becoming aware of the circumstances of any claim, and in as much detail as reasonably possible. However, if the Customer’s claim is only based on quality of service, it must provide the Supplier with written details of such complaint within 30 days of the date the work was carried out. (And time of notification is of the essence.)
15.6 Save as set out above, all conditions and warranties (whether express or implied) concerning the Services, or any equipment or goods supplied by the Supplier, are excluded to the fullest extent permitted by law.
15.7 The Customer confirms that it has read and fully understands the terms of this clause 17 and accepts the limitations upon liability contained therein. The limitations of liability contained in this clause 17 continue to apply if the Customer makes a claim against the Supplier after termination of the Contract.
16.1 For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of the Supplier including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.
16.2 The Supplier shall not be liable to the Customer as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.
16.3 If the Force Majeure Event prevents the Supplier from providing any of the Services for more than 6 months, either party shall, without limiting its other rights or remedies, have the right to terminate this Contract by giving 7 days written notice to the other party. In the event of termination in accordance with this clause 16.3, charges outstanding for Services actually performed remain payable by the Customer.
17.1 Assignment and subcontracting.
17.1.1 The Supplier may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party or agent.
17.1.2 The Customer shall not, without the prior written consent of the Supplier, assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.
17.2 Third parties. A person who is not a party to the Contract shall not have any rights under or in connection with it.
17.3 Waiver. A waiver of any right under the Contract is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by the Supplier in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy by the Supplier shall preclude or restrict the further exercise of that or any other right or remedy. Unless specifically provided otherwise, rights arising the Contract are cumulative and do not exclude rights provided by law.
17.4 Notices. Any notice or other communication required to be given to a party under or in connection with this Contract shall be in writing and shall be delivered to the other party personally or sent by prepaid first-class post, recorded delivery or by commercial courier, to the address of the other party as detailed in the Schedule.
17.5 Severance.
17.5.1 If a court or any other competent authority finds that any provision of the Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected.
17.5.2 If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
17.6 Variation. Except as set out in these Conditions, any variation, including the introduction of any additional terms and conditions, to the Contract, shall only be binding when agreed in writing and signed by the Supplier.
17.7 Governing law and jurisdiction: This Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.
17.8 If the Customer comprises more than one legal person, its liability is joint and several.
18.1 In accordance with GDPR the company reserves the right to disclose personal data relating to the subscriber and its keyholders in connection with the security systems to the police in such form and in such detail as the police, may from time to time require.
18.2 All other personal processing will comply with GDPR and as per the companies GDPR policy available on request.