- Definitions and Interpretation
In these terms and conditions:-
“Acceptance” means the Customer’s acceptance of the Quotation, whether by email confirming acceptance of the prices quoted, accepting a Xero quotation digitally, signing a HelloSign document digitally or otherwise in writing.
“Agreement” means these terms and conditions together with the Quotation.
“Alarm Receiving Centre” means a continuously manned remote centre to which alarm activations and/or video data are signalled and passed to the relevant response authority (eg police, fire brigade, keyholder).
“the Customer” and “You / Your” means the company, firm, person or persons identified in the Quotation and includes their successors or personal representatives.
“the Company” and “We / Us / Our” means Safe Simple Secure Limited, a company registered in Scotland (Company no SC336948) and with its registered office at 50 Corstorphine Road, Edinburgh, EH12 6JQ.
“the Contract Price” means the price for the Services as set out in the Quotation.
“Equipment” means items comprising hardware, equipment or software, or any combination thereof, whether or not as part of a System and as set out in the Quotation.
“HelloSign” means the electronic signature application used by the Company for quotation acceptances.
“Installation” means the installation of the System at the Customer’s Premises.
“Installation Charge” means the cost of the Installation as identified in the Quotation.
“Installation Date” means the date agreed between the Customer and the Company for the installation of the System.
“Normal Working Hours” means 9.00 am – 5.00 pm Monday to Friday excluding 25th December, 26th December, 1st January and 2nd January.
“the Premises” means the Premises, location or premises where the Services are being provided.
“the Quotation” means the quotation sent to the Customer which sets out the Equipment and Services to be provided, Contract Price, estimated completion time and such other specific terms as may be appropriate.
“Services” means the Installation of the System and/or other services provided by the Company.
“Specification” means the design specification which defines the level of protection, surveillance or access afforded by the System.
“Specification Notes” means the instructions to the Customer ‘Specification Notes’ set out in the Quotation.
“System” means the security system as specified in the Quotation.
“System Handover” means the handover of the functioning System to the Customer by the Company.
“Takeover” means the Company will be servicing, installing monitoring or upgrading a system that has not been installed by the Company.
2.1 Unless otherwise stated in writing, all orders are accepted subject to these terms and conditions as stated herein and the Customer by authorising or allowing work to proceed is deemed to have acknowledged this fact.
2.2 These terms and conditions should be read together with the Quotation. If there is any conflict between the Quotation and these terms and conditions, the provisions of the Quotation shall prevail.
2.3 No variation to these terms and conditions shall be binding unless agreed in writing to between the authorised representatives of the Company and the Customer.
2.4 The Company’s employees, agents or sub-contractors are not authorised to make any representations concerning the Instruction or any other aspect of this Agreement unless such authority is confirmed by the Company in advance in writing. In entering into the Agreement the Customer acknowledges that it does not rely on, and waives any claim for breach of any such representations which are not so confirmed.
3.1 Should the Customer decide that changes are required after a Quotation has been issued by the Company, then the Company shall accept these changes whenever reasonably possible, subject to agreement by the Customer to any changes to the Contract Price, date(s) of performance or other aspects of the Instruction which may arise from such changes.
3.2 If delivery of the Equipment or Services is impeded or delayed by the Customer, his contractors or third parties so as to change the requirements, scope or duration of the Equipment or Services, the Company shall advise the Customer of the effects including any increase in the Contract Price and the Agreement shall be modified to reflect such changes.
- Customer Obligations
4.1 The Customer shall provide the Company and its employees, agents, sub-contractors with:
4.1.1 full access to the Premises during Normal Working Hours to survey, measure, conduct an initial test, install, test and service the System;
4.1.2 a dedicated 240 volt AC unswitched power supply to each part of the System and sound electrical earthing connection where it is required for the Company to carry out the services. The power supply must be installed by an approved electrician to the relevant regulations and must be in safe working order;
4.1.3 free access to the premises on the Installation Date, and arrange for easy access to all working areas and surfaces for the Company engineers to carry out the necessary work to install the System;
4.1.4 a safe working environment;
4.1.5 details of the location of any concealed pipes and wires which may affect the Installation or operation of the System or the Services and about any known risks and any hazardous materials at the Premises; and
4.1.6 any other relevant information about the Premises which they ought to know prior to the Installation or provision of the Services;
4.2 Furthermore, the Customer shall:
4.2.1 operate the System according to the Specification Notes and all reasonable Instructions issued by the Company;
4.2.2 Provide a telephone line and a broadband connection at the Premises and pay any telephone, electricity and other utility bills which the System requires so that the Services are not interrupted;
4.3 The Customer shall inform the Company immediately if any one or more of the following occur:
4.3.1 a defect or fault in the System;
4.3.2 anyone tampers with the System;
4.3.3 any part of the System is damaged or stolen; or
4.3.4 the System has been subjected to any unusual operating or environmental conditions.
4.4 The Customer may need prior approval from the police or another authority to allow the Company to provide the Services. In those circumstances, the Customer shall:
4.4.1 use its reasonable endeavours to enter into any necessary agreement with these authorities;
4.4.2 provide all reasonable information requested by such authority and inform them of any changes to such information;
4.4.3 pay all fees required to obtain the relevant approval;
4.4.4 meet and maintain all criteria issued by any of these authorities;
4.4.5 obtain any relevant planning permissions; and
4.4.6 inform the Company as soon as possible if any approval is amended or withdrawn.
4.5 The Customer shall not interfere with or permit any third party to interfere with, adjust, test, service or attempt to repair the System.
4.6 If the Equipment is connected to an Alarm Receiving Centre, it is the Customer’s responsibility to make sure that the telephone line and broadband are working properly and the account correctly maintained.
4.7 The Customer must notify the Company of any change in the layout of the Premises, as this may affect the effectiveness of the Equipment to detect movement or intrusion.
4.8 If the Equipment activates to the Alarm Receiving Centre, the Customer must inform the Alarm Receiving Centre as soon as possible. If the Equipment needs to be reset, we may charge you at our usual rates then in force.
4.9 The Customer must inform the Company in advance if any third party intends to carry out work on the telephone lines within the premises, as this may affect the Equipment’s effectiveness.
4.10 The Customer will (on or immediately after the Installation Date) notify the Company and/or Police in writing of the addresses and telephone numbers of persons who hold keys or codes for the System and the persons responsible for the opening and closing of the premises and upon any change notify the Company and Police immediately in writing. The Company shall not be responsible or liable for any loss or damage caused or resulting from any failure to notify the Company or Police.
- Company’s Duties
5.1 The Company shall exercise reasonable skill, care and diligence in the performance of the Services, in accordance with the standards of a qualified and competent Company experienced in carrying out work of a similar scope and complexity to the Services.
5.2 The Company shall use reasonable endeavours to provide the Services in accordance in all material respects with the Quotation. Any time or times for the provision of the Services shall be an estimate only and time shall not be of the essence of the Agreement.
5.3 The Company will install the System at the Premises specified in the Quotation on the anticipated delivery date quoted by the Company provided that the Company has by that date received payment of 50% of the Installation Charge as referred to in Clause 6.1.1.
5.4 The Company will use reasonable endeavours to install the System neatly and to conceal cables wherever possible, but where this is impractical the cables will be surface run.
5.5 The System will be installed in accordance with the recommendations contained in the British Standard Institute’s specification for intruder alarms on buildings current from time to time on the date on which installation starts. Any change made in the Standard for intruder alarms will not be deemed to be retrospective to existing installations.
5.6 On installation, the Company will give one briefing and demonstration of the System to the Customer or his/her representative. (There will be an additional charge if further instructions are required.) This demonstration, the operating instructions, keys or code number will be supplied to the Customer on payment of the balance of the Installation Charge as set out in Clause 6.1.2.
5.7 If applicable, the Company will conduct an ‘initial test’ prior to commencing the installation to test if the existing system is in full working order. Any initial test will not include testing of cables and wiring installed within the fabric of the Premises or buried underground to ensure they conform to the relevant British or European standards.
5.8 The Company will use its reasonable endeavours to install the System within a reasonable period of time and accepts no responsibility for delays in completion of the Installation which are outside of our reasonable control.
5.8 For any “Takeovers” the company cannot be liable for any faults or parts not installed by the Company. The Company will endeavour to resolve the fault to its best ability but will not be liable for any charges associated with replacement parts, labour and call outs.
6.1 Payment for System installations will be paid as follows:
6.1.1 50% of the Contract Price no later than 7 days prior to the Installation Date;
6.1.2 50% on completion of the installation.
6.2 In the event of cancellation of an Installation appointment with less than 24 hours notice, the Customer will be charged at 50% of the Installation Charge.
6.3 Payment for service visits and non-warranty repairs will be due upon completion.
6.4 Payment for all monitoring services through an Alarm Receiving Centre will be in full for the first 12 months, rolling monthly thereafter.
6.5 Time of payment shall be of the essence in the Agreement.
6.6 If the Customer fails to make payment within the period specified in clause 6.1 then, without prejudice to any other right or remedy available to us, we shall be entitled to:-
6.6.1 Suspend performance of the Services; and/or
6.6.2 cancel the Agreement; and/or
6.6.3 charge interest on the amount unpaid, at the rate of 8 per cent per annum above the base rate from time to time of the Royal Bank of Scotland plc, calculated on a daily basis, until payment is made.
6.7 The quoted costs may be revised if:
6.7.1 you want the work carried out more urgently than agreed, or
6.7.2 the Equipment specification changes, or
6.7.3 the Premises is in some way unsuitable for the equipment and this was not apparent from our original survey or there are circumstances about which we should have been made aware, or
6.7.4 there are any other special circumstances we were not aware of when supplying the original Quotation.
6.8 The Equipment does not belong to you until it has been paid for in full. If you do not pay the balance of the Installation Charge when it is due, we have the right to remove the Equipment from your Premises without notice. By entering into this Agreement, you irrevocably authorise us to enter your Premises to remove the Equipment if payment remains outstanding.
7.1 If the Customer commits any breach of its obligations under the Agreement and fails to remedy the same within 30 days of notice by the Company requesting the breach to be remedied, or if any payment due under this Agreement is more than 30 days in arrears the Company may terminate the Agreement by giving the Customer 14 days notice in writing of the termination.
7.2 The Company may terminate this Agreement immediately by notice in writing to the Customer if the Customer goes into liquidation, becomes bankrupt, makes a voluntary arrangement with his creditors or has a receiver or administrator appointed.
7.3 The Company reserves the right to terminate the Agreement immediately if the System or the Premises are destroyed or so substantially damaged that the Company is unable to reasonably continue its obligations hereunder and also charge to the Customer the value of Equipment destroyed.
7.4 The Customer reserves the right to terminate their Alarm Receiving Centre monitoring contract after 12 months with 30 days written notice. Acceptance of this termination can be either by email, signed letter or electronically signed letter. A verbal request will not be accepted.
- No Waiver
Failure or delay by either party in enforcing or partially enforcing any provision of the Agreement will not be construed as a waiver of any of its rights under the Agreement. Any waiver by a party of any breach of, or any default under, any provision of the Agreement by the other party will not be deemed a waiver of any subsequent breach or default and will in no way affect the other terms of the Agreement.
- Force Majeure
9.1 The Company shall not be liable for any breach of these terms caused by matters beyond our reasonable control, including but not limited to, Acts of God, fire, lightning, explosion, war, disorder, flood, industrial dispute (whether or not involving our employees), failures or interruptions of electricity or water supplies, weather of exceptional severity or acts of local or central government or other authorities.
9.2 Without prejudice to the generality of Clause 9.1, the Company will not be liable for delays to the Completion Date due to weather conditions or other matters beyond our reasonable control.
If any provision of this Agreement is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall, to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of the Agreement and the remainder of such provision shall continue in full force and effect.
Satisfaction with the quality of the Services provided is of paramount importance to us. If at any time you would like to discuss with us how our service to you could be improved, or if you are dissatisfied with the service you are receiving, please let us know, by telephoning 0131 558 9205. We undertake to look into any complaint carefully and promptly and to do all we can to explain the position to you. If you feel that we have given you a less than satisfactory service, we undertake to do everything reasonable to address your concerns. Should matters not be resolved to your satisfaction and any dispute arise in connection with the Agreement parties shall attempt to settle it by Mediation in accordance with the Centre for Effective Dispute Resolution (CEDR) Model Mediation Procedure.
- Company’s Post-installation Obligations
12.1 The Company will:
12.1.1 Carry out at the Company’s expense any repairs or replacement to the System (excluding existing equipment of the Customer incorporated into the system) required by any faulty materials or workmanship within twelve months of the Installation Date.
12.1.2 At the request of the Customer and within a reasonable time after such request carry out such further works to the System as are necessary to keep the same in operation or to modify, upgrade or replace the System at a price agreed by the Customer and the Company.
12.1.3 Offer to do any modification, alteration or upgrading of the System required to comply with any requirement or regulations of the Police or other authority subject to costs determined by survey and agreement between Customer and Company.
12.2 The Company will have no responsibility for repairs, replacement, servicing or support to the Customer after 12 months from the Installation Date. Prior to the expiry of this 12 month period, the Customer will be offered a serve and maintenance contract.
13.1 The description and illustrations of the Equipment shown on the Company’s website (or given to the Customer over the telephone or by email) are intended to be an illustration only and shall not form part of the Agreement.
13.2 The Company shall not be liable for any variations in any specification or description of the Equipment which do not materially affect the Specification, use and operation of the Equipment. The Company shall be entitled to substitute any Equipment ordered with Equipment of similar quality. The Company reserves the right to make any changes in the Specification so as to conform to any applicable safety or other statutory requirements.
13.3 Unless otherwise stated in the Quotation, the selection and choice of Equipment and (except as to compliance with specific technical specifications contained in our current literature) the assessment of the Equipment’s suitability and fitness for purpose, is the Customer’s responsibility.
13.4 Any specifications and statements as to suitability, performance or otherwise given by the Company in connection with the Equipment are offered in good faith, but are intended to be approximate only and do not constitute representations.
The Customer hereby indemnifies and holds harmless The Company against all claims, demands, losses, damages, costs or expenses howsoever arising incurred by The Company in connection with the Agreement as a result of a breach by the Customer of any provision of this Agreement, law or regulation and/or as a result of any third party legal action or threatened action.
PLEASE READ THIS SECTION CAREFULLY. IT CONTAINS RESTRICTIONS ON THE COMPANY’S LIABILITY
15.1 The System is intended only to reduce the risk of loss or damage to the property and injury to persons on the premises to the extent that is reasonably practicable by use of such equipment. The Company gives no undertaking to the Customer that the System may not be compromised or circumvented or that the System will prevent any loss by burglary, theft or otherwise. The Company does not guarantee that particular loss, damage or injury can and will be prevented by the use of the System.
15.2 The Company accepts responsibility for ensuring that the System complies with the Specification and will be reasonably capable of meeting the purpose but does not accept any larger responsibility than that, whether in negligence or otherwise save as set out in this Clause 15.
15.3 Notwithstanding any other provision in this Agreement, The Company’s liability to the Customer for death or injury resulting from his own negligence or that of his employees, agents or sub-contractors shall not be limited.
15.4 The Company shall not be liable for any loss or damage suffered by the Customer however caused, whether as a result of any failure to exercise reasonable care and skill, breach of these terms, false statement or otherwise or resulting from any unauthorised entry or burglary, theft, robbery, damage, disturbance or any other cause, subject to Clause 15.3.
15.5 The Customer shall be liable for the cost of any key holding charges regardless of the nature of the call including any alarm equipment failure.
15.6 The Company will have no liability for any loss suffered by the Customer as a result of a call not being received at the Alarm Receiving Centre, if this is due to the fault of the communications provider, a failure in the electricity supply to the System or the Alarm Receiving Centre or as a result of the Company’s premises being evacuated, due to causes such as fire, bomb alerts or gas leaks.
15.7 Where the Company accepts liability for loss suffered by the Customer if a call is not received at the Alarm Receiving Centre, as a result of a failure in the communication system at the Alarm Receiving Centre or a breakdown in the equipment, which in either case is due to the fault of the Company, claims shall be limited to the amount specified in the installer’s insurance schedule covering electronic security systems, a copy of which can be seen on request.
15.8 The Company shall not be liable or investigate any claim for loss unless the Customer has given written notice as soon as is reasonably practicable (14 days) after its occurrence.
15.9 The Company shall not be liable for the costs of any work, repairs or replacement of Equipment which results from fire, electrical power surge, storm, flood, accident, neglect, misuse or malicious damage.
15.10 The Company’s entire liability to the Customer in respect of any breach of our contractual obligations, any breach of warranty, any representation, statement or delictual act or omission including negligence arising under or in connection with this Agreement shall be limited to an amount equal to the Contract Price.
15.11 The Company shall not be liable to the Customer for any indirect or consequential loss the Customer may suffer, even if the loss is reasonably foreseeable or the Company has been advised of the possibility of the Customer incurring it.
15.12 Without prejudice to the foregoing generalities, The Company will not be held responsible for any losses arising from the supply by the Customer or others of incorrect or incomplete information, or your or others’ failure to supply any appropriate information or your failure to act on our advice or respond promptly to communications from us or other relevant authorities.
The rights and remedies provided for by this agreement are cumulative with and not exclusive of any rights or remedies provided by law.
- Entire Agreement
These terms and conditions together with the Quotation set out the entire understanding of the parties with respect to their subject matter and replace any prior agreements or understandings or representations (unless fraudulent), whether written or oral.
This Agreement shall be governed by and construed in accordance with the laws of Scotland the courts of which shall have non-exclusive jurisdiction.