Definitions

When the words listed appear in this document, they have the following meanings:

Alarm Receiving Centre                          The place to which signals are transmitted from the System and are monitored

CCTV                                                   Closed circuit television

Emergence response                            The procedure the police or another authority carry out when the Alarm Receiving Centre tells them that a signal has been received from the System.

Extra charges                                       The extra charges referred to in conditions 8.4 to 8.8 over the page

Fixed period                                         3 year from the start date

Guarantee                                              the three-year explained in condition 5 over the page.

Keyholder                                            A person or third party you have chosen to hold the keys to your Premises and to go to your Premises if we tell them that the Alarm Receiving Centre has received a signal from the System.

Normal Working Hours                         9am to 4.30pm, Monday to Friday, except public holidays.

Our Equipment                                     The digital communicator, the software chip and the subscriber terminal unit located in or near the control equipment

Premises                                              Your premises where the System is installed

Redcare                                                A service of monitoring telephone lines provided by British Telecommunications Plc. It is designed to detect line faults, line cuts or tampering with telephone lines.

Routine Inspection visits                       The visits which we make to your Premises to inspect part of the System in each 12 month period from the start date. We will decide on the timing of such visits.

Services                                               The Services described below. Your choice of service level is indicated on the first page.

Specification                                        The document setting out details of the System. This will include any amendments and instructions we issue to you from time to time.

Start Date                                              For new systems, this is the date we finish installing the system. For systems which have previously been installed at your Premises, this is the date we re-commission the System.

System                                                 All equipment (and any part of it), which we install at any time including wiring (but see conditions 1.2, 6.6(e) (iii) and 8.5), anything we install when we carry out repairs.

We, our, us                                           Spire Security

You                                                      You the customer with whom we make this agreement

Agreed to the terms and conditions       Agreeing to the terms is by placing an order with Spire Security either verbally, by email, signing the sales quotation, sending a company purchase order (please note any terms and conditions within a purchase order are over ruled by the terms and conditions set out in this document) or in writing.         

 

General- once you have agreed to these terms and conditions, the following will apply:

– You will legally have to keep to these terms and conditions. You should read these carefully before agreeing to the terms and conditions. If there is anything which you do not understand, please ask before you agree to the terms and conditions.

– You have confirmed that you have read and understood the terms and conditions in this document. Please note we reserve the right to update these terms and condtions at any point without notification to you.

– You have acknowledged that your details (and those of your keyholders) may be held on police, fire or other authority computer files under the conditions of Data Protection Act 1998. You must tell us of any changes in such details immediately. We have the right to share your details with credit reference agencies so we can assess our credit risk. See also condition 11.3 over the page.

– Please note that if the System is not monitored by us, as referred to on the specification, the wording in this agreement which appears in italics will not apply.

                   

 Service levels

Standard. Covers:

  • The routine inspection visits to the system by us during normal working hours. All repairs and work we do are chargeable. We will also charge you for all other visits by us to the Premises.

Standard Extra. Covers:

  • The routine inspection visits to the system by us during normal working hours
  • The changing of batteries
  • An emergency call out to your premises and labour to replace faulty parts except where any of the circumstances in conditions 8.5 to 8.8 over the page apply
  • Parts outside warranty will be chargeable

Comprehensive. covers:

  • The routine inspection visits to the system by us during normal working hours
  • The changing of batteries.
  • An emergency call out to your premises and labour to replace faulty parts except where any of the circumstances in conditions 8.5 to 8.8 over the page apply
  • Changing of faulty parts. This does not affect conditions 5.1 to 5.3

Limitation of liability

Only you know the value of your Premises, its property and contents and the importance of your personal safety. SPIRE SECURITY is not and cannot be an insurer of you, your Premises and its contents and SPIRE SECURITY charges are in no way related to their value.

The fire and security industry is unique having regard to the relatively low cost of the Services and high values which can be at risk.

For this reason we limit the amount of out liability and the most SPIRE SECURITY we will be prepared to pay for any loss will be no more than the amount of the service charge (excluding VAT) paid by you in the 12 month period immediately prior to the time of the loss. You should also read Condition 6.

If you would like to increase this limit, you will have to pay an extra charge so we can arrange the appropriate insurance to cover us for the extra liability, the level of which has to be agreed. In such case, you will have to give us any information out insurers may need.

Terms and conditions

Commercial Sale Agreement

If the System is not monitored by us, the text below in italics will not apply.

  1. What we do

1.1 For new Systems, we agree to sell the system to you and install it.

1.2 For Systems which have previously been installed at your Premises:

(a) unless you tell us otherwise, we assume that the System, and the wiring and cabling associated with it, already comply with the relevant standards and are in full working order. If this is not case an additional charge will apply on a parts and labour basis.

(b) if You wish us to carry out an initial test of the System, we will provide a separate quotation detailing our charges and the work needed to repair, reinstate or reconnect any parts of the System which are not in full working order.

(c) if the initial test is not carried out:

– we cannot confirm that all parts of the system are in full working order; and

– we reserve the right to carry out a full test of the System at any time and to give you a quotation referred to under condition 1.2

(d) we are only required to inspect part of a fire System during each routine inspection visit: as a result, all parts of a fire System may not be inspected until 12 months have elapsed from the start date.

1.3 We will carry out the Routine inspection visits to the System during Normal Working Hours.

1.4 We will repair the System during Normal Working Hours when you ask us to do so. We will not charge you for the repair if it is covered by our Guarantee in condition 5 or if it is covered by the service level you have chosen. You must pay for all other work and visits – see condition 8 and 9.

1.5 If you ask us to do so, we will visit your Premises outside Normal working hours. There will be an extra charge for this, unless it’s covered by the service level you have chosen.

1.6 After the start date, there may be a delay while:

(a) the telecommunication links between the Premises and the Alarm Receiving Centre are set up and activated; and

(b) the registration period set by the police or another authority is completed to their satisfaction.

During this period, our ability to respond to signals we receive from the System at the Alarm Receiving Centre will be limited.

1.7 After the period referred to in condition 1.6, we will monitor the signals received from the System at the Alarm Receiving Centre.

1.8 If you do not have and keep the approval of the fire service, police or other authorities under condition 2.1, we will only provide that part of the Services which does not need this approval.

  1. What you must do

2.1 For connections the Alarm Receiving Centre and which require police or the fire service you must:

(a) Complete the appropriate documentation including any risk assessment;

(b) Pay for the unique reference number (URN) at the prevailing rate;

(c) Advise them of any changes to the risk assessment;

(d) Keep the record of keyholders updated and notify Spire Security of any changes;

2.2 You must also do the following;

(a) Give us access to your Premises so that we may provide the Services for the System and to allow us to remove Our Equipment after this agreement has ended. You shall move any materials, ceiling tiles and other objects obstructing access to the System or any part of it. You must also supply a reasonable level of lighting.

(b) Use your best efforts to make sure that your Premises are safe and without risk for our employees and agents to do what we must do under this agreement. When you place your order, you must also tell us the location of any concealed pipes and wires which may affect the System and the Services and about any known risks and any hazardous materials at your Premises.

(c) Provide and maintain a dedicated 240 volt AC unswitched power supply to each part of the Systems and sound electrical earthing connection where it is required for us to carry out the Service. The power supply must be installed by an approved electrician to the relevant regulations and must be safe.

(d) Provide information about you, your Premises, your keyholders and any other relevant information so we can provide the Services. You must write to us to tell us of any changes to this information.

(e) Notify your Keyholders that we will contact them and may need to write to them.

(f) Operate the System according to the requirements of the Specification and any instruction and user’s handbooks we issue to you from time to time.

(g) Be responsible for and compensate us against all liabilities, claims, losses or expenses we suffer if caused;

  • because you or others have damaged or not used the System according to the Specification or operating instructions;
  • as a result of the connection of the System to any equipment or device not supplied by us; or
  • as a result of the events referred to in condition 6.6(c).

Paragraph (g) above does not affect our liability under condition 6.

(h) Tell us at once;

  • of any defect or fault in the System;
  • if anyone tampers with the system;
  • if any part of the System is damaged or stolen; or
  • if the System has been subjected to any unusual operating or environmental conditions.

(i)   Pay your telephone, electricity and other utility bills which the System requires so that the Services are not affected.

(j) Complete the log book which we supply, giving details of every activation or event affecting the System, including false alarms.

(k) Notify us in writing if you wish to keep any parts of the system which we replace; otherwise, we will immediately dispose of all replaced parts.

(l) Keep any CCTV lenses and monitor screens clean and free from dust and grime to enable them to work satisfactorily.

(m) When you provide the broadband for our System, the following must be complied with:

  • Your router must be capable of providing port forwarding to the System
  • f the router you provide is replaced, changed, reset and/or defaulted after our System is installed, additional charges will apply for us to return and reprogram the router you provide
  • We recommend you request a static IP address from your internet service provider prior the System being installed. We can provide a DDNS service in most circumstances, but the quality of a DDNS service cannot be guaranteed and we may need to charge additional costs for providing a DDNS service. DDNS services need to be manually programmed by You in the event the router You provide has the power removed or is disconnected from the broadband line.
  1. What you must not do

3.1 You must not move or interfere with or attempt to repair the System or allow others do so.

3.2 You must not part with possession of Our Equipment or do anything which may affect our ownership of Our Equipment.

3.3 You must not transfer or assign any of your rights or obligations under this agreement.

  1. The purpose of the System

4.1 The System is designed to reduce the risks of loss or damage to your Premises so far as this can be done by the use of this type of equipment. However we do not Guarantee that the System cannot be removed, tampered with or made to stop working by you or by any unauthorised person. If this happens, we are not responsible for any losses you may suffer directly or indirectly.

4.2 We do not Guarantee to you that;

(a) particular losses or injuries will be prevented by using the System; or

(b) that the System will work continuously and without errors, in particular where interruptions or errors are due to something beyond our reasonable control.

4.3 Our products are designed and manufactured to high standards. However even our products, like all mechanical and electronic devices, can develop faults.

4.4 We do not know the value of your Premises or its contents and the purpose of this agreement is not to act as insurer of your Premises or your contents.

  1. Three year Guarantee

5.1 We guarantee that we will repair faults and replace parts in the System free of charge within 36 months from the contract start date. Unless we have installed the System, you are responsible for the cost of the transportation of the System, or any part of it, from and to the Premises. This Guarantee does not apply to the matters stated in conditions 5.2 and

5.2 The Guarantee in condition 5.1 does not apply to equipment previously installed at the Premises.

5.3 The Guarantee does not apply to faults caused by the following;

(a) Incorrect adjustment or positioning by you or others of CCTV cameras, monitor and video settings, computer screens, keyboards or micro-processors.

(b) Consumable items of all kinds failing. Consumables are items with a finite life such as halogen and other LEDs, lamps or bulbs, communication chips, electronic article surveillance pins, batteries or any item that can used only once.

(c) Work carried out by police, fire or other authorities, or by any telecommunication agency or other party.

(d) The circumstances referred to in conditions 8.5 to 8.8

  1. Our liability to you

6.1 We will try our best to supply and install the System within a reasonable time; we accept no responsibility for delays in supply or insulation.

6.2 During the period referred to in condition 1.6 we are not responsible for any part of the Services which we are not then able to provide.

6.3 We accept that we must make sure that the System is of satisfactory quality, that it is suitable for the purpose in condition 4 and that the System will meet with the description provided before it was installed. We confirm that we are entitled to sell the System to you.

6.4 (a) Nothing in this Contract will exclude or limit the liability of either party for death or personal injury resulting from the negligence of that party or any of its officers, employees or agents

(b) Subject to 6.4 (a), the Company’s total liability arising in connection with the performance or contemplated performance of the Installation will not exceed the aggregate of the charges paid by the Customer to the Company under this Contract in a 12 month period.

6.5 Apart from those responsibilities accepted by us under condition 6.3 and for death and personal injury under 6.4 (a), The Company will not be liable for any loss of profits, business opportunity, goodwill and any other indirect or consequential loss, arising and whether arising out of the Installation or any of the provisions of this Contract or otherwise, suffered by the Customer or any third party and the Customer will indemnify the Company in respect of any claim by any person in respect of such loss. 6.6 We are not responsible for the following:

(a) Losses in relation to systems installed at your Premises prior to the date of this agreement arising:

  • before the completion of our first routine inspection visit to the Premises: or
  • during the first 12 months from the start date as a result of that part of a fire System which has not yet been inspected – see condition 1.2(d).

(b) Loss due to the acts or neglect of any other person including you, the provider of the telephone line, redcare or other communication technology, a police, fire or other authority or individual. None of these is our agent for any purpose.

(c) Delays, interruptions or suspensions in providing the Services, which are due to any other person (including you), thing or event which we could not reasonably be expected to prevent.

(d) Loss due to the fact that equipment or cabling not supplied by us is connected to or installed near to the System.

(e) Losses resulting from:

(i) the police, fire or other authority failing to act in accordance with Emergence Response;

(ii) a signal transmitted to the Alarm Receiving Centre not being received by us for reasons beyond our control;

(iii)the failure of any cables or wiring installed within the fabric of the Premises or buried underground prior to the start date;

(iv) the activation of a circuit breaker which affects the power supply to any part of the system; or

(v) any other cause beyond our reasonable control and not caused by our lack of reasonable care.

(f) Losses due to you failing to follow our recommendations in condition 7, or given at any time for additions, repairs or any work required to the System.

(g) Losses outside the purpose of the System in condition 4.

(h) Where equipment is damaged or lost in transit, unless you notify us in writing within 10 days from the date of dispatch of the equipment to the Premises.

(i) Damage unavoidably caused to decorations, fittings and the like at the Premises as a result of the installation of the System or our providing the Services.

6.7 Our responsibility stops if the agreement is brought to an end or the Services are suspended under condition 10. We are not responsible if we choose to leave Our Equipment at your Premises after this agreement ended.

  1. Our recommendations to you

7.1 Because of the purpose of the System in condition 4, the limits of Guarantee in condition 5, and the limits of our responsibility to you in condition 6, we strongly recommend that you should take out separate insurance to cover your Premises and the persons at and the contents of your Premises.

7.2 We recommend that you only use one telephone line for the System and that you use an enhanced signaling System which is designed to detect line faults, line cuts or tampering with a telephone line.

  1. What it will cost you

8.1 You are responsible for the charges on this agreement. The charges include VAT, which is payable by you at the rates current from time to time.

8.2 (a) After the contracted term stated on the front of this agreement and in the years following, we can increase the yearly service charge to cover an increase in the cost of providing the Services. We will tell you in writing of the increased amount which will take effect from the anniversary of the start date.

(b) If You do not agree with increase, You have one month from the start date of receiving our request for payment to end the agreement by giving 3 months’ notice in writing to us. Until the end of that notice you will still have to pay the service charge without the increase and we will continue to provide the services.

8.3 The telecommunication may be changed to cover any increased cost to us of providing or changing the telecommunication Services relating to the monitoring of the System. The telecommunication charge may also be changed to cover any increased cost imposed by the police, fire or other authority or by a telecommunication agency or any other organisation.

8.4 You are also responsible for the following Extra Charges:

(a) installation and rental charges for the connection facilities between the System and the Alarm Receiving Centre.

(b) Taxes, fees, charges or false alarm assessments set by the police, fire or other authority due to the installation or operation of the System. This does not apply if a false alarm assessment arises from faults which are covered by our Guarntee.in condition 5

(c) Any Extra Charges or charges for work done by police, fire or other authorities, or by any telecommunication agency or other party.

8.5 You must also pay us Extra Charges at our rates for labour and materials current at the time where the following apply:

(a) Faults are caused by you or any person, thing or event which we could not reasonably be expected to prevent.

(b) The specification or service level says that there will be a charge.

(c) Any replacements, repairs or modifications to the System are needed, but are not covered by the Guarantee or by the Services or are needed as a result of a change in the Premises, a relevant standard or regulation governing the System.

(d) The external wiring on the outside of the Premises or any wiring installed within the fabric of the Premises or buried under ground prior to the start date, need inspecting, repairing or replacing.

(e) The System needs inspecting, resetting, reprogramming, repairing or replacing in circumstances where:

  • you, your Keyholder or someone else failed to follow operating instructions, has not locked, closed or secured a window, door or other protected point, has not used or adjusted the CCTV, other equipment or components properly or has interfered with the System;
  • you, or equipment or devices which we have not supplied have caused a false alarm or failure of the System:
  • your actions or failures or those anyone else other than us mean we need to inspect or make repairs or replace any part of the System;
  • rodents, other animals or insects cause damage to or activation of the System:
  • there is a problem on the telephone line in connection;
  • there have been fluctuations or failure in the mains electricity supply or where there has been a corruption or failure of the transmission network;
  • the activation of a circuit breaker affects the power supply to any part of the System:
  • any computer, IT network, lighting System or other infrastructure or facility provided by you or others which is connected to the System fails or is corrupted:
  • you install software upgrades or any other software on any computers and/or networks connected to the System;
  • adverse weather conditions or adverse industrial atmosphere cause damage to or activation of the System;
  • a full insulation or continuity test of wiring is required unless it is covered by you service level.

(f) You have asked us to visit your Premises out of Normal Working Hours, unless this is covered by your service level.

8.6 Unless we agree to do so, the charges do not include any work involving carpet laying, concealing cables, redecorating, plastering,

building or carpentry work.

8.7 Whilst we will make every reasonable effort to work with you or others, any interruptions or delays caused by you or others may result in additional charges.

8.8 If this agreement is bought to an end under condition 10, the following will apply:

(a) You will owe us the charges and any other money due to us but not paid at the end of the agreement;

(b) Unless the agreement is brought to an end under condition 10.2 or 10.4 you will also owe us, as a reasonable estimate of our loss, an amount equal to the yearly service charge which would be due until the earliest date when the agreement could have ended on you giving notice, less an allowance of 20%. This allowance is because we do not have to monitor and inspect the system and because we are being paid earlier than expected;

(c) You will owe any further telecommunication charges charged to us in relation to the System and/or the monitoring of it where we are unable to obtain a refund;

(d) If you have already paid us more than the amounts due under (a), (b) and (c) we will refund any overpayment;

(e) We may also take future action against you if you have broken this agreement.

8.9 In the event that the installation of the System will not be completed within a three month period from the date of this agreement, we may increase our Initial Charges where our material and labour costs increase after the date the tender was agreed or this agreement signed. The increase will be calculated using a formula or indices appropriate to the security industry.

8.10 Where the installation of the System continues for more than one month, we reserve the right to submit progress or interim requests for payment of Initial Charges based on the amount of work completed and/or the amount of equipment delivered to the Premises.

8.11 If we hold materials for you in our stores, we reserve the right to invoice you for the full amount of those materials prior to installation at, or supply to the Premises.

8.12 Where our Specification and charges are prepared to comply with a tender or Specification prepared by you or by a third party, or to comply with a relevant standard, our specification and charges will have been prepared in good faith, relying on our interpretation of the tender, Specification or standard. If you seek to impose a different interpretation, which affects our Specification, we reserve the right to increase our charges.

  1. Payment

9.1 You must pay the initial deposit charge referred to on the front of this agreement before the start date. You must pay the initial deposit charge by Bank Transfer, Cheque or Credit Card.

(a) You must pay the remaining initial charges within 30 days of invoice being provided.

9.2 You must pay the yearly service and telecommunication charges monthly, quarterly or annually in advance by Bank Transfer, Cheque or Direct Debit.

9.3 You must pay the Extra Charges under conditions 8.4 to 8.8 within 30 days of the date of our invoice or request for payment.

9.4 You must pay all other amounts within 30 days of the date of our invoice or our request for payment.

9.5 We expect you to pay promptly. If payment is overdue, we will charge you interest, from the date of our invoice or when we ask for payment until the date you pay, at 3% above the Bank of England base rate.

9.6 Even if the System has been delivered to your Premises and installed there, the System remains our property until the Initial Charges for the sale and installation of it have been fully paid. Until then:

(a) you must take good care of the System for us; and

(b) without prejudice to any other rights we may have, we may enter your Premises and repossess the System without any obligation to make good the Premises.

9.7 You must pay a 50% deposit on all initial charges before the installation will begin. You must pay the 50% deposit by bank transfer, cheque or by credit card.

  1. Ending or suspending the agreement

10.1 You may cancel the sales proposal/agreement without any penalty by providing written notice of such cancellation to Spire Security at the office address stated on the front of the agreement or our representative within three (3) business days after receipt by You of the detailed specification for the proposed layout of the system to be installed hereunder. If you request installation to commence prior to the end of the third (3rd) business day after receipt by You of the detailed specification then upon termination by You in accordance with this clause, You shall pay Spire Security for the equipment and installation supplied to the date of termination.

10.2 We may end this agreement by giving you at least 1 months’ notice in writing at any time after the contract term ends, unless anything under condition 10.5 applies.

10.3 You may end this agreement by giving us at least 1 months’ notice in writing to expire at the end of the Fixed Period or on a subsequent anniversary of the start date.

10.4 You or we may end this agreement immediately if;

(a) the Alarm Receiving Centre is destroyed or so badly damaged that we cannot reasonably continue to provide the Services;

(b) we cannot arrange or keep the telecommunication facilities needed to transmit the signals between your Premises, the Alarm Receiving Centre and any police, fire or other authority.

10.5 We may either end this agreement or suspend the agreement for a period we consider appropriate if any of the following apply:

(a) You fail to make payment under condition 9.

(b) You commit a serious breach of this agreement, or one which has serious consequences.

(c) You commit any breach of this agreement which can be corrected by you, and you do not put matters right within 30 days of our telling you that you have broken the agreement and must put it right.

(d) If, being an individual, you die or become bankrupt.

(e) If you enter into any kind of arrangement or settlement with your creditors or if a receiving order or administration order is made against you.

(f) If any legal proceedings are taken against the System or your Premises or any part of the Premises.

(g) If you fail to follow any recommendation we make for repairing or replacing faulty or old parts of the System, or for repairs to your Premises which we consider necessary for the System to work properly, or to prevent unnecessary damage to the System.

(h) If you do not follow the operating instructions or if, for any reason which is or should be within your control, there are an excessive number of false alarms.

(i) If you change your Premises in such a way that we believe it is no longer practical for us to carry on providing our Service.

(j) If the police, fire or other authority take away their approval, or will only give their approval depending on conditions, which we believe make it no longer practical to carry on providing our Services.

10.6 If we give you written notice of suspension, this suspends what we have to do under this agreement (see condition 1) and we have no responsibility until the suspension is lifted or the agreement ends. We will tell you in writing if we lift the suspension.

10.7 If the agreement ends, we will stop providing our Services. We may remove Our Equipment from your premises.

We may also disconnect the system to prevent signals being transmitted to the Alarm Receiving Centre.

  1. General

11.1 We may hand over all our responsibilities under this agreement to another company or transfer any rights under it. We may also employ others to carry out our tasks. This will not reduce your rights under this agreement. If we incur liability to sub-contractor or other third party in relation to the Services which is in excess of our liability under condition 6, you shall indemnify us against that excess.

11.2 If you made this agreement together with someone else, you are liable both jointly and individual to us.

11.3 Data Protection Act 1998. We may pass on the information you have given to us under this agreement to any police, fire or other authority and, except for security details, to any credit reference, debt collection or public telecommunications agency.

11.4 This agreement is governed by the laws of England and Wales and the parties submit to the exclusive jurisdiction of the English Courts.

11.5 We intend that all conditions of this agreement are in this document and the Specification.

11.6 We reserve the right to programme the System to the Alarm Receiving Centre using a premium rate telephone number; telecoms service provider rates vary on the cost for this, please check with yours for costs of a 0845 number.

11.7 All drawings, illustrations, literature, technical data sheets and the like which accompany our Specification and any weights and dimensions (all of which we reserve the right to alter without notice) are intended to present a general idea of the products described and are approximate only and in no case constitute a condition.

11.8 If you or we want to change the conditions of this agreement, it must be done in writing and signed by you and by one of our directors.

11.9 If we do not insist on the strict conditions of this agreement, we may still enforce all the conditions against you on any other occasions. If you break a condition and we do not take any action against you, it does not mean that we will not take any action against you if you break it again or continue with the same breach without putting it right, or if you break any other conditions.

11.10 If a court finds that part of this agreement is not enforceable but can be kept separately from the rest of the agreement, this will not affect the remainder of the agreement.