1         Definitions

1.1     In these Conditions:-

“Acceptance”  means acceptance of the Contract by the Customer in accordance with

Clause 5.1

“CCTV”  means a closed circuit television video;

“Codes of Practice”  means the codes of practice set out in the Co.’s Control Room Manual;

“Company’s Control                                      

  Room Manual”  means the Company manual setting out the internal rules, guidelines and

   procedures governing the monitoring operation in accordance with the standards set by

   the SS AIB;

“the Company”  means P&R Fire & Security (registered in England under number 3783088);

“the Conditions” means the standard terms and conditions for monitoring as set out herein and

   (unless the context otherwise requires) includes any special terms and conditions agreed in

    writing between the Customer and the Company and specified herein or overleaf;

“the Contract”   means the contract set out in this document for the provision of Services;

“the Customer”  means a Person who accepts a quotation of the Company for the provision

   of Services;

“Monitoring Charges”   means the price to be paid by the Customer to the Company for the

   Services as stated overleaf or as agreed in accordance with clause 8;

“Person”  means an individual or a body corporate or un-incorporate or a partnership and “Persons”

   shall be construed accordingly;

“the Premises”  means the premises at which the Services are provided as agreed in Writing

   between the Customer and the Company and specified overleaf;

“Services”  means the monitoring services as set out in clause 6;

“SLA”   means service level agreement;

“Soak Test”  means test and evaluation of the system by the company prior to acceptance of

    provision of services;

“Specification”  means the specification attached hereto or such documents as agreed in Writing

    between the parties;

“SS AIB”  means Security Systems and Alarms Inspection Board;

“System”  means all the equipment and materials referred to in the Specification;

“Tape Handling Policy”  means the tape handling policy set out in the Company’s Control Room

    Manual;

“Term”  means the period as agreed in Writing between the Customer and the Company specified

    overleaf, subject to Clause 12;

“Writing”  shall have the ordinary meaning ascribed to it, including type written documents or

    communications and shall include telex, cable, facsimile transmission, electronic mail and

    Comparable means of communication.

1.2     Any reference in these Conditions to any provision of a statute shall be construed as a reference

              To that provision as amended, re-enacted or extended at the relevant time.

1.3     Except where the context otherwise requires words herein denoting the singular include the plural

              And vice versa; words denoting any one gender include all genders.

1.4     References to clauses are, unless the context otherwise permits, references to clauses of these

              Conditions.

1.5     Clause headings herein are for reference only and do not affect the construction of these Conditions or the Contract.

2       Parties

2.1     The parties to these Conditions are the Company and the Customer.  All transactions as between the Company and the Customer are as between principal and principal and are subject to the following express conditions.

3       Application of Conditions and Variation

3.1     Subject to any variation under Clause 3.2 the Contract will be on these Conditions to the exclusion of all other terms and conditions (including any terms or conditions which the Customer purports to apply under any purchase order, confirmation of order, specification, correspondence or other document).

3.2     The Contract between the Company and the Customer cannot be varied, altered or excluded unless such variation, alteration or exclusion is made pursuant to these Conditions or is agreed between the parties in Writing between the authorised representatives of the Company and the Customer (being in the case of the Company a Director of the Company) and signed by the parties to be bound. 

4       Waiver

4.1     Any concession, latitude or waiver allowed by the Company at any time shall only apply to the extent specifically covered by such concession, latitude or waiver and shall not prevent the Company otherwise exercising its full rights under the Contract and these Conditions.

5       Acceptance

5.1     All quotations or tenders made and price lists supplied by the Company shall be treated as invitations to treat only.  The Contract shall be deemed accepted upon commencement of services to the customer.

5.2     The Company shall not be obliged to commence the Services until confirmation of receipt by the Company of Acceptance.

5.3     Once the Contract has been accepted, cancellation by the Customer will not be permitted unless expressly agreed in Writing by the Company.

6       Provision of Services

6.1     In carrying out its duties under the provision of the Services, the Company shall comply with the latest SLA in force and in addition provide:-

              6.1.1     twenty-four (24) hour monitoring by CCTV cameras;

              6.1.2     trained CCTV surveillance monitoring staff who have undergone a strict vetting process in

                            line with existing Codes of Practice;

              6.1.3     a patrol of the Premises by the use of CCTV, as specified within the Contract;

              6.1.4      that all cameras will be monitored and recorded continuously in alarm events by CCTV;

              6.1.5      that any suspicious incident or activity noted by the Company will be recorded and  

                             reported to the Customer and where appropriate to the police;

6.1.6    that during attendance to an incident, the monitoring of routine patrols will be

              temporarily suspended for the period of that incident;

6.1.7    that all CDs/HDDs are logged and stored strictly in accordance with the CD/HDD Handling Policy of the Company;

6.1.8    that all CDs/HDDs remain the property of the Company and will only be released by the Customer to authorised persons with the prior written consent of the Company,

6.1.9    And use its best endeavours to ensure the high quality of the CDs/HDDs. 

              Where CDs/HDDs are released for evidential purposes, however, no guarantee can

              be made by the Company as to the admissibility of the video or to the success of

              prosecution.

6.2   In respect of the Services the Customer agrees to comply with the latest SLA in force and in

        addition agrees to:-

6.2.1    advise the Company of any suspicious incidents or activity which may be of assistance to

            the monitoring operators;

6.2.2    keep the Company advised of the normal opening and closing times of the business;

6.2.3    provide updated information relating to those people authorised to enter the premises

            outside the normal hours specified under Clause 6.2.2;

6.2.4    provide emergency police numbers, as appropriate, and a twenty-four (24) hour  

            emergency contact list;

6.2.5    instruct all persons who may use the System at the Premises on its proper use;

6.2.6    test the System as set forth in the Company’s Control Room Manual having given prior

            written notice to the Company;

6.2.7    turn off or remove all apparatus, equipment or otherwise which may interfere with the

            System;

6.2.8    notify the Company immediately of any problems with the System;

6.2.9    obtain and keep all necessary licences, permits or otherwise required for the use and

            monitoring of the System, including payment of any usage fees;

6.2.10  fully indemnify the Company, its officers, directors, employees, sub-contractors, agents

            and third parties and hold the Company harmless from all or any losses, costs, claims,

            liabilities and expenses (including legal costs and legal expenses) relating to or as a result     

            of any claim by a third party resulting from the Customer’s use of the System including

            any breach of this Contract

6.3     The Customer hereby accepts that failure to comply with one or more of these obligations shall constitute grounds for termination by the Company under Clause 12 of these Conditions.

7    False Alarms

7.1     False alarms may be caused by the Customer’s misuse of the System or other reasons beyond

              the Company’s control.  If, in the Company’s opinion, the Company receives ten or more false

              alarms in any given 24 hour period, the Company reserves the right to invoice the Customer for

              additional charges, adjust the Monitoring Charges or cancel the Services to be provided by

              the Company.

8     Monitoring Charges

8.1     The price for the Services shall be the Monitoring Charges and shall be exclusive of Value Added Tax and any other taxes from time to time in force.

8.2     The Company reserves the right to invoice the Customer for additional charges and/or adjust the Monitoring Charges where at least 10 false alarms take place or at least 5 activations occur (excluding false alarms) in any given 24 hour period, or where at least five reports are made in any given 24 hour period to the Customer, or where appropriate the police, as a result of any suspicious incident or activity taking place in or around the Premises.

8.3     The Company reserves the right to invoice the Customer for additional charges and/or adjust the Monitoring Charges in the event of an arrest or arrests being made in or around the Premises or as a result of any suspicious incident or activity taking place in or around the Premises to cover the creation and processing of log reports, paperwork, operators’ statements and video images associated with any such arrest or activity.

8.4     The Company reserves the right to increase the Monitoring Charges on an annual basis in line with inflation or as a result of any UK or European statutory or other legislative ruling sanctioned by any government, local authority, trade union or other quasi-governmental institution.

9    Payment

9.1     Upon Acceptance, the Customer shall pay the Monitoring Charge annually in advance, or monthly by direct debit (in such case, 3 months to be paid in advance and monthly thereafter) or at such other dates as agreed in Writing between the Parties.

9.2     Where any additional invoices are raised by the Company pursuant to these Conditions, the Customer shall pay the additional charges referred to therein within 30 days from the date of the invoice.

9.3     Payment shall only be deemed to be made when cleared funds have been received by the Company.

9.4     Time for payment shall be of the essence.

9.5     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:-

9.5.1  cancel the Contract in accordance with Clause 12; and/or

9.5.2  charge the Customer interest (both before and after any judgment) on the amount

   unpaid, at the rate of 4% per annum above the National Westminster Bank plc base            

   rate from time to time, until payment in full is made (a part of a month being treated as

   a full month for the purpose of calculating interest); and/or

9.5.3   serve the Customer with a cancellation notice of its intention to cancel the Contract

   unless payment is made within the time period specified in that notice or such             

   extended period as notified from time to time by the Company to the Customer in

   Writing.

9.6     The Customer shall not withhold or reduce the amount due on account of any complaint in

Relation to the Services.

10   Collection

10.1    If the recovery of any sums outstanding from the Customer to the Company is passed to a debt collection agency, the Customer shall pay the Company’s costs incurred on an indemnity basis in instructing the said debt collection agency and all legal and other costs ancillary thereto.

11   Disclaimer & Limitation of Liability

11.1    11.1 No warranty or guarantee or other undertaking is given that services provided will avert prevent or protect against any occurrence for which the monitoring service is rendered, in addition there will be a strict disclaimer for the following :-

11.1.1  Any incidents that occur during the System Soak test

     11.1.2   A fault in the System or other faulty equipment at the Premises;

11.1.3   Any failure in the System as a result of any action by any third party or the Customer,

                  including, for the avoidance of doubt, but without prejudice to the generality of the

                  foregoing, any failure by a telecommunications company in the provision of their

                  services or speed of transmission;

11.1.4  Any failure in the System as a result of poor site management by the Customer;

11.1.5  Any failure in the System caused by any interference by a third party;

11.1.6  A complete or partial obstruction of the CCTV equipment.

11.2    The Customer agrees that the Company’s aggregate liability under this Agreement shall be limited to a maximum sum of twice the annual Monitoring Charge.

11.3    This clause does not exclude the Company’s liability for death or personal injury caused by the negligence of the Company.

12      Term and Termination

12.1    This Contract shall commence upon Acceptance of this Agreement in accordance with Clause 5 or such other date as agreed in Writing between the parties. The Term of this Contract shall be a minimum of 60 months and shall continue thereafter on an annual basis unless otherwise terminated in accordance with Clause 12.2.

12.2    Upon expiry of the minimum Term, the Customer may terminate the Contract by giving no less than six (6) months’ notice in Writing prior to the Anniversary date.

12.3    The Company shall be entitled to terminate the Contract forthwith upon one or more of the

              following events occurring: –

`                       12.3.1    if the Company’s performance of any part of the Contract is prevented, hindered,

                 delayed or otherwise made impracticable by reason of any flood, severe weather,

                 earthquakes, riot, fire, judicial or governmental action, labour disputes, mechanical or

                 electronic breakdowns, act of God or any other causes beyond the control of the

                 Company.

12.3.2  payment under Clause 9 remains outstanding for ten (10) days after the relevant due date or, where a cancellation notice has been served, the time period specified within that notice or such extended time period has expired, and payment remains outstanding.

12.3.3  the Premises are unmanageable in the view of the Company.

12.3.4  a breach by the Customer of any of its obligations under Clause 6.2 of this Contract.

12.4    If the Company or the Customer shall not comply with any of their obligations hereunder, the other party shall have the right to terminate the Contract forthwith but without affecting any other claim, right or remedy it may have hereunder against the other party.

12.5    If the Customer becomes insolvent or a receiver, administrator or administrative receiver is appointed over the Customer’s assets: –

12.5.1  the Company may at its option cancel the Contract or any other contract made with the Customer; all sums due under the Contract shall become payable immediately.  For the avoidance of doubt, If the Customer terminates the Contract before the end of the minimum Term, the Customer shall pay an early termination fee equivalent to the remaining Monitoring Charges for the balance of the minimum Term.

13        Assignees and Sub-contractors

13.1    The Customer agrees that the Company may assign or sub-contract the performance of any of its obligations under the Contract without giving notice.

14      Severability

14.1    Should any of these Conditions be found by a court or other competent authority to be void or unenforceable such provision shall be deemed to be deleted from these Conditions and the remaining Conditions shall continue in full force and effect.

15      Notices

15.1    Save as hereinbefore otherwise provided, any notice required or permitted to be given by the Customer under these Conditions shall be in Writing, addressed to the Company at its trading address shown on the Contract.  Any notice required or permitted to be given by the Company to the Customer under these Conditions shall be in Writing, addressed to the Customer at the address shown for the Customer herein.

16      Conflict

16.1    To the extent of any conflict between these Conditions and any Terms and Conditions of the Customer either on the Customer’s order form or otherwise, the Conditions herein contained shall take precedence. The Company shall not be bound by the Customer’s Terms and Conditions or any of them unless expressly agreed to in Writing by a Director of the Company.

16.2    Prior to initiating any legal action, the parties agree to attempt to resolve any disputes arising under this Contract amicably through negotiation. If the dispute is not resolved within thirty (30) days of written notification by either party, the matter shall be referred to mediation in accordance with the Centre for Effective Dispute Resolution (CEDR) rules before proceeding to court.

17      Entire Agreement

17.1    The Company and the Customer acknowledge that in entering into this Contract, it does not rely on and shall have no remedy in respect of any statement, representation, warranty or undertaking (whether negligently or innocently made) of any person (whether party to the contract or not) other than as expressly set out in this Contract.  Any remedy available to each party for breach of any term or condition contained herein shall be for breach of contract unless otherwise expressly set out in this Contract. Nothing in this clause shall however operate to limit or exclude any liability for fraud. 

18      Proper Law

18.1    These Conditions and the Contract shall be construed according to English Law and the parties hereto hereby submit to the non‑exclusive jurisdiction of the Courts of England, Wales.

19      Third Party Rights

19.1    This Contract is not intended to benefit or be enforceable by any third parties under the terms of the Contract (Rights of Third Parties) Act 1999.

20      Complaints Procedure

20.1    The Company operates a complaints procedure, reporting and corrective action

procedure. Should the need arise for the Customer to raise a complaint, such complaint shall be forwarded in Writing addressed to either the P&R Fire & Security Control Centre Manager or the Managing Director.

21      Confidentiality

21.1    Both parties agree to keep confidential all information disclosed during the term of this   

Contract that is not publicly available, including but not limited to business methods, pricing, customer information, and technical specifications. This obligation shall survive the termination of this Contract.

22      Liability Cap

22.1    The Company’s aggregate liability under this Contract, whether in contract, tort, or

otherwise, shall not exceed twice the annual Monitoring Charge, except in cases of death or personal injury caused by negligence, fraud, or fraudulent misrepresentation. The Company shall not be liable for indirect, consequential, or economic losses, including loss of profit, revenue, or data.

23      Intellectual Property

23.1    All intellectual property rights, including software, documentation, and processes

provided under this Contract, remain the property of the Company. The Customer is granted a non-exclusive, non-transferable licence to use such materials solely for the purposes of the Services during the Term.

24      Audit

24.1    The Company reserves the right to audit the Customer’s premises and systems during the Term to ensure compliance with agreed operational and security standards. Any non-compliance must be rectified within thirty (30) days of notice.

1.     Definitions

1.1    In these Conditions:-

“Acceptance”                      means acceptance of the Contract by the Customer in accordance with Clause 5.1

“the Company”                   means P&R Fire and Security (registered in England under number 3783088);

“the Conditions”                 means the standard terms and conditions for Maintenance as set out herein and (unless the context otherwise requires) includes any special terms and conditions agreed in Writing between the Customer and the Company and specified herein or overleaf;

“the Contract”                    means the contract set out in this document for the provision of Services;

“the Customer”                  means a Person who accepts a quotation of the Company for the provision of Services;

          “Data Protection Legislation” means unless and until the GDPR is no longer directly applicable in the UK, the

    General Data Protection Regulation ((EU) 2016/679) and any national

                                                  implementing laws, regulations and secondary legislation, as amended or

                                                  updated from time to time, in the UK and then (ii) any successor legislation to

                                                  the GDPR or the Data Protection Act 1998.

“Equipment”                       means the equipment specified overleaf or such other documents as agreed in Writing between the parties;

“Maintenance Charges”       means the price to be paid by the Customer to the Company for the Services as stated overleaf or as agreed in accordance with clause 8;

“Person”                            means an individual or a body corporate or unincorporate or a partnership and “Persons” shall be construed accordingly;

“the Premises”                   means the premises at which the Services are provided as agreed in Writing between the Customer and the Company and specified overleaf;

“Services”                          means the Maintenance services as set out in clause 6;

“Term”                               means the period as agreed in Writing between the Customer and the Company specified overleaf, subject to Clause 11;

“Writing”                            shall have the ordinary meaning ascribed to it, including type written documents or communications and shall include facsimile transmission, electronic mail and comparable means of communication.

1.2    Any reference in these Conditions to any provision of a statute shall be construed as a reference to that provision as amended, re-enacted or extended at the relevant time.

1.3    Except where the context otherwise requires words herein denoting the singular include the plural and vice versa; words denoting any one gender include all genders.

1.4    References to clauses are, unless the context otherwise permits, references to clauses of these Conditions.

1.5    Clause headings herein are for reference only and do not affect the construction of these Conditions or the Contract.

2.     Parties

2.1    The parties to these Conditions are the Company and the Customer.  All transactions between the Company and the Customer are subject to the following express conditions.

3.     Application of Conditions and Variation

3.1    Subject to any variation under Clause 3.2 the Contract will be on these Conditions to the exclusion of all other terms and conditions (including any terms or conditions which the Customer purports to apply under any purchase order, confirmation of order, specification, correspondence or other document).

3.2    The Contract between the Company and the Customer cannot be varied, altered or excluded unless such variation, alteration or exclusion is made pursuant to these Conditions or is agreed between the parties in Writing between the authorised representatives of the Company and the Customer (being in the case of the Company a Director of the Company) and signed by the parties to be bound. 

4.     Waiver

4.1    Any concession, latitude or waiver allowed by the Company at any time shall only apply to the extent specifically covered by such concession, latitude or waiver and shall not prevent the Company otherwise exercising its full rights under the Contract and these Conditions.

5.     Acceptance

5.1    All quotations or tenders made and price lists supplied by the Company shall be treated as invitations only.  The Contract shall be deemed accepted on commencement of services and will run for a minimum term of 60 months and shall continue thereafter on an annual basis unless terminated in accordance with the terms set out herein.

5.2    The Company shall not be obliged to commence the Services until confirmation of receipt by the Company of Acceptance.

5.3    Once the Contract has been accepted, cancellation by the Customer will not be permitted unless expressly agreed in Writing by the Company.

5.4    No variation, amendment, or modification to this Contract shall be valid or binding unless expressly agreed in Writing and signed by duly authorised representatives of both parties.

6.     Provision of Services

6.1   The Company agrees to provide the Customer with maintenance upon the terms and subject to the conditions of this Agreement for the Equipment specified in the Maintenance Schedule. 

6.2   Entitlement upon signature of this contract will consist of 2 visits per annum.  This consists of the first 12 month period service and additional maintenance per annum charged at the adjusted rate per annum for the increase in cost of labour, materials, supervision and other expenses.  The sum paid to the Company per annum by Direct Debit is renewable automatically for successive 12 month periods unless either party terminates by notice in Writing in accordance with clause 11.2.  The Maintenance Charge shall be payable annually in advance, in accordance with Clause 8.

7.     Customers Obligations

7.1   Every assistance will be given to the Company by the Customer for the installation of any work carried out by the Company.  No goods or objects shall be placed in hindrance, so as to cause any delay in the execution of the carrying out of the Services.

7.2   The Customer shall have sufficient insurance cover so that all Equipment at the Premises are fully covered against theft, fire, vandalism and negligence.

7.3   The Equipment shall at all times remain the property of the Company unless otherwise stated, and where relevant shall bear an identification label or equipment serial number.  The Customer shall not remove or deface the identification label or serial number rendering the Equipment number or label illegal.  The Customer further acknowledges and confirms that the Equipment is not a fixture by virtue, of the installation, of the Equipment, at the Premises.

7.4   The Customer shall indemnify the Company against any loss or expense incurred for structural or decorational damage incurred through installation of the Equipment.  The Customer will also indemnify the Company against any loss suffered by the Company if the Equipment is damaged by wilful neglect, by the Customer or their agents, vandalism, theft and or (Mother Nature) including any loss damage, injury to persons or property arising during the Term.

8.     Charges

8.1   Maintenance Charges for each item in the Maintenance Schedule are payable quarterly in advance unless otherwise agreed in Writing by a director of the Company.

8.2   Maintenance Charges listed in the Maintenance Schedule may be subject to annual increase upon thirty (30) days’ prior Written notice from the Company.  Such increase shall affect this Contract on expiry of the 30 day period of notice unless the Customer has notified the Company within such period that it wishes to terminate this Contract in accordance with the provisions of Clause 11.2.

8.3   The Maintenance Charges payable in terms of this Contract are based on Services provided during normal working hours (excluding local and national holidays) unless otherwise specified in the Maintenance Schedule.

8.4   All charges hereinbefore referred to are exclusive and net of VAT and any taxes, duties or such other additional sums including, but without prejudice to the foregoing, purchase tax, excise tax, tax on sales, property or use; import or other duties, whether levied in respect of this Contract, the Equipment its use or otherwise.

8.5   The Company shall charge for Services requested by the Customer which are not specifically covered by this Contract.

8.6   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:

8.6.1           cancel the Contract in accordance with Clause 11; and/or

8.6.2           charge the Customer interest (both before and after any judgment) on the amount unpaid, at the rate of 4% per annum above the National Westminster bank plc base rate from time to time, until payment in full is made (a part of a month being treated as a full month for the purpose of calculating interest).

8.7   The Customer shall not withhold or reduce the amount due on account of any complaint in relation to the Services.

8.8   If the recovery of any sums outstanding from the Customer to the Company is passed to a debt collection agency, the Customer shall pay the Company’s costs incurred on an indemnity basis in instructing the said debt collection agency and all legal and other costs ancillary thereto.

9.     Maintenance not Included and which shall be Charged for

9.1   The Service shall not include all items set out in this clause 9 and any charges relating to work carried out by the Company in respect thereof shall be charged by the Company and payable by the Customer separately.  The Services shall not include the following:-

(a)       lamps, IR bulbs, bulbs and power supplies;

(b)       theft of, or damage to Equipment (includes malicious, criminal or damage caused by using the Equipment for any purpose other than designed or installed for). 

(c)       faults caused by natural causes, i.e;

(i)    Water ingress into cables and or floods;

(ii)    Rodents attacking cables;

(iii)   Storms, lightning, adverse weather;

(iv)   Overgrowth of vegetation;

(d)       the Company will not be responsible for replacement, maintenance or any other provisions stated in the said contract of IR bulbs, or any operational or static part or whole unless otherwise stated and agreed in Writing by the Company;

(e)       repair of damage arising from:

(i)    transportation or relocation of the Equipment not performed by the Company;

(ii)    failure of electrical power, air conditioning or humidity control;

(iii)   changes, alterations or additions not performed by the Company;

(iv)   operator error or omission;

(f)       maintenance rendered more difficult because of any changes, alterations or additions;

(g)       cleaning, painting, refinishing or touching‑up; specification changes, relocation of Equipment, addition/removal of accessories, attachments and other devices;

(h)       workshop overhaul or repair of Equipment which, as a result of fair wear and tear, can no longer be maintained in good working order.  For such items the Company will upon request by the Customer submit a cost estimate of the work required.  In the event that the Customer does not authorize the work to be carried out, the item or items concerned may be deleted from the Maintenance Schedule and such deletion initialled by an authorised signatory of the Company.

(i)        refusal, difficulty or inability of the Company to obtain access to the Equipment for the performance of its obligations hereunder.

10.   Alterations and Additions

10.1   Alterations and additions to or in connection with any of the Equipment may only be carried out by the Company and no liability whatsoever shall be accepted by the Company for any alterations or additions carried out in contravention of this clause nor for any effect such alterations or additions may have on the Equipment.

11.   Term and Termination

11.1  This Contract shall commence upon Acceptance of this Agreement in accordance with Clause 5 or such other date as agreed in Writing between the parties and shall continue for a minimum period of the Term.  The Contract shall continue thereafter on an annual basis unless otherwise determined in accordance with Clause 11.2.

11.2  During the period of the Term, either party may terminate the Contract, by notice in Writing to the other party by the giving of not less than three months notice, such period of notice not to terminate earlier than the end of the Term.  Thereafter, either party may terminate the Contract by the service of six month’s notice in Writing at any time prior to the Anniversary Date.

11.3  The Company shall be entitled to terminate the Contract forthwith upon one or more of the following events occurring:

11.3.1   if the Company’s performance of any part of the Contract is prevented, hindered, delayed or otherwise made impracticable by reason of any flood, severe weather, earthquakes, riot, fire, judicial or governmental action, labour disputes, mechanical or electronic breakdowns, act of God or any other causes beyond the control of the Company;

11.3.2   payment under Clause 8 remains outstanding for ten (10) days after the relevant due date;

11.3.3   the Premises are unmanageable in the opinion of the Company;

11.3.4   If the Customer becomes insolvent or a receiver, administrator or administrative receiver is appointed over the Customer’s assets.

11.4  If the Company or the Customer shall not comply with any of their obligations hereunder, the other party shall have the right to terminate the Contract forthwith but without affecting any other claim, right or remedy it may have hereunder against the other party.

11.5  On termination howsoever or whenever occurring, all sums due under the Contract shall become payable immediately.  The Customer shall pay to the Company all costs and expenses, including legal and other fees incurred and all arrears of charges or other payments arising in respect of the Equipment, this Contract or otherwise, in addition to any rights and remedies the Company may have under this Agreement or in accordance with the law relating to this Agreement.

12.   Liability

12.1  Except to the extent that it is unlawful to exclude such liability, the Company shall not be liable to the Customer or to any person for any loss or damage whatsoever or howsoever caused, except as provided in 12.3 and 12.4  below, arising directly or indirectly in connection with this Contract or the Services carried out hereunder.

12.2  Notwithstanding the foregoing generality, the Company expressly excludes liability for direct, indirect or consequential loss or damage including, but not limited to loss or damage to data or to other equipment or property whether or not the same may be in the Company’s care, custody or control, or for loss of profit, business, revenue, goodwill or anticipated savings.

12.3  In the event that any exclusion of liability contained herein shall be held to be invalid for any reason and the Company becomes liable for loss or damage that may be limited, such liability shall be limited to the Total Charge per annum paid by the Customer in the Maintenance Schedule.

12.4  The Company does not exclude liability for death or personal injury to the extent that the same arises from the negligence of the Company, its employees, agents or authorised representatives.

13.   Assignment

13.1  The Customer shall not assign or otherwise transfer all or any part of this Contract without the prior Written consent of the Company.

13.2  The Customer agrees that the Company may assign or sub-contract the performance of any of its obligations under the Contract without giving notice.

14.   Cross-Claims and Set-off

14.1   The Customer hereby waives any and all existing and future claims and set‑offs against any instalment, charge or other payment due hereunder and agrees to pay the charges and other amounts due hereunder regardless of any set‑off or cross‑claim the Customer may have against the Company.

15.   Notices

15.1   All notices to or by the respective parties hereto shall be in Writing, addressed to the parties’ address as set out herein, or such other address as is notified in Writing to the other party from time to time.

16.   Headings

16.1   The headings of these Conditions are inserted for convenience of reference only and are not intended to be part of or to affect the meaning or interpretation.

17.   Severability

17.1   Should any of these Conditions be found by a Court or other competent authority to be void or unenforceable such provision shall be deemed to be deleted from these Conditions and the remaining Conditions shall continue in full force and effect. 

18.   Proper Law

18.1   These Conditions and the Contract shall be construed according to English Law and the parties hereto submit to the non-exclusive jurisdiction of the Courts of England and Wales.

19.   Entire Agreement

19.1   The Company and the Customer acknowledge that in entering into this Contract, it does not rely on and shall have no remedy in respect of any statement, representation, warranty or undertaking (whether negligently or innocently made) of any person (whether party to the contract or not) other than as expressly set out in this Contract.  Any remedy available to each party for breach of any term or condition contained herein shall be for breach of contract unless otherwise expressly set out in this Contract.  Nothing in this clause shall however operate to limit or exclude any liability for fraud.

20.   Conflict

20.1   To the extent of any conflict between these Conditions and any terms and conditions of the Customer either on the Customer’s order form or otherwise, the Conditions herein contained shall take precedence.  The Company shall not be bound by the Customer’s terms and conditions or any of them unless expressly agreed to in Writing by a Director of the Company.

21.   Third Party Rights

21.1   This Contract is not intended to benefit or be enforceable by any third parties under the terms of the Contract (Rights of Third Parties) Act 1999.

22.   Complaints Procedure

22.1   The Company operates a complaints procedure, reporting and corrective action procedure. 

             Should the need arise for the Customer to raise a complaint, such complaint shall be forwarded

             in Writing addressed to either the PARFAS Monitoring & Customer Support Manager or the CEO.

23.      Confidentiality and Data Protection

23.1     Each party shall keep in strict confidence all technical or commercial know how specifications,

            processes or initiatives including the Deliverables which are of a confidential nature and have been

            disclosed by the other party and shall disclose such confidential information with the prior written

            consent of the other party or if required to do so by law.

23.2    Each party shall ensure that personal data is safeguarded at all times and it complies with the

             requirements of the Data Protection Legislation in force relating to the use of personal data.

23.3    The Company shall, and its staff shall, comply with any notification requirements under the Data

 Protection Legislation.

23.4    When handling Customer data, the Company will ensure the security of the data is maintained in

             accordance with our policy guidelines and the security requirements of the Customer as notified.

24.   Force Majeure Clause

24.1  Neither party shall be liable for any failure or delay in performing its obligations

under this Contract if such delay or failure results from events, circumstances, or causes beyond its reasonable control. If the period of delay or non-performance continues for 60 days, the party not affected may terminate this Contract with immediate effect by providing written notice.

25.   Confidentiality Clause

25.1  Each party shall treat all information obtained in connection with this Contract as confidential and shall not         

disclose it to any third party without the other party’s prior written consent, except as required by law or regulatory authority.