Interpretation – In the following terms and conditions (“these conditions”) the following expressions have the following meanings:
“Company” means Heston Apex Europe Ltd, 110 Worlds End Studios, 132-134 Lots Road, Chelsea, London, SW10 0RJ;
“Customer” means the person or organisation to whom the Proposal is addressed;
“Proposal” means the written Proposal issued by the Company to the Customer for the provision of the Services;
“Premises” means the premises where the Services are to be carried out, as set out in the Proposal;
“Price” means the amount payable to the Company for the provision of the Services; and
“Services” means the services together with any goods, materials or products applied by the Company pursuant to the Proposal.
Application of these conditions – The Company will provide the Services in accordance with the Proposal and these conditions, which apply to the exclusion of any other terms that the Customer may seek to incorporate.
Provision of the Services – the Company’s obligations
Subject to the Customer’s compliance with its obligations in clause 4, the Company will use all reasonable endeavours to provide the Services at the Customer’s address set out in the Proposal on the date(s) agreed with the Customer.
The Company will provide the Services in accordance with the description and specification set out in the Proposal and any applicable statutory requirements.
If agreed between the parties, the Company will carry out additional works and/or services for the Customer as additions to the Services. The Customer will pay the Company for such additional works and/or services the amount agreed by the parties or as reasonably assessed by the Company. For the avoidance of doubt, the Company will not be bound to carry out any additional works and/or services unless it agrees to do so.
Unless specifically agreed in writing, the Company will not be responsible for taking up and/or laying any carpets, concealing any cabling or carrying out any other building or carpentry works in relation to the Services.
The Company will provide to the Customer copies of all product guarantees, operation and maintenance manuals relating to the Services before, or as soon as practicable following, provision of the Services.
The Supplier will make good any defects in the Services (to the reasonable satisfaction of the Company).
Provision of the Services – the Customer’s obligations
The Customer will provide access to the Premises and any relevant services connections (including all necessary 230 volt outlets) so that the Services can be carried out without delay and will advise of the location of all concealed utility services infrastructure (including gas and water pipes and electricity and telephone cabling) prior to the commencement of the Services.
The Customer will, at its own cost, be responsible for obtaining any consents or approvals necessary for the provision of the Services.
Subject to any agreement in accordance with clause 3.4, the Customer will be responsible for any work required to conceal any wiring relating to the Services, including any carpet lifting and re-laying and any building or carpentry work and will bear the cost of any reinstatement, redecoration or re-plastering made necessary by the provision of the Services.
The Customer will operate all goods and equipment installed as part of the Services in accordance with the relevant operating instructions and will not adjust, tamper with, alter or interfere with such goods or equipment in any way. The Customer will exercise reasonable care in operating all goods and equipment in a manner to preserve their proper and efficient working.
The Customer will (where applicable) pay any line or equipment charges due to third parties (and any increases from time to time) and will pay for all electrical supplies in connection with the Services and remain responsible for the upkeep and maintenance of all electrical supplies to all goods and equipment installed as part of the Services.
Working at height. The Company has allowed for access equipment to a height of metres. The Customer may incur additional costs should this be insufficient, and additional access equipment is required.
Risk and title in goods and equipment installed as part of the Services
All goods and equipment installed as part of the Services will be at the Customer’s risk from the time of delivery to the Premises.
Ownership of all goods and equipment installed as part of the Services will only pass to the Customer upon the Company’s receipt of payment in full for the Services. Pending such payment, the Company will be entitled to withhold delivery of any access code, control keys or other operating device and will not be obliged to issue any NSI, NICEIC or other relevant certification until such payment has been received.
The Company will be entitled to invoice the Customer for the cost of providing the Services (as set out in the Proposal and/or as altered in accordance with these conditions) at any time after the Customer’s acceptance of the Proposal (whether or not prior to the provision of the Services).
The Price quoted in the Quotation is the Company’s best estimate of the cost of providing the Services based on the assumptions that the Premises are fully accessible and the Customer fully complies with its obligations under the Quotation and/or these conditions. The Company will be entitled to invoice the Customer for all additional costs it incurs if these assumptions are not met.
All amounts payable to the Company are exclusive of VAT. Where VAT is chargeable on any amounts, the Company will provide a valid VAT invoice in respect of the amount payable to the Company including VAT.
The due date for payment will be 30 days after the date of the issue of the relevant invoice unless the invoice is payable in advance, in which case, this will be specified.
If the Customer instructs the Company to change the Services, the amount payable in respect of the Services will be agreed or assessed by the Company in accordance with clause 3.3.
The Customer will make all payments due in accordance with these conditions in full without any deduction (whether by way of set-off, counterclaim, discount, abatement or otherwise) unless the Customer has a valid court order requiring an amount equal to such deduction to be paid by the Company to the Customer.
Intellectual property rights – All intellectual property rights in the Services will remain vested in the Company. The Customer will be entitled to use any drawings, specifications or other information provided by the Company as part of the Services only for the purposes for which they were provided and will not be entitled to grant licences to any third parties to use such drawings, specifications or other information.
Limitation of the Company’s liability
The Company’s liability to the Customer under or in connection with the Proposal and/or these conditions, whether in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise will not exceed the amount payable to the Company set out in the Proposal for the provision of the Services and, where the Proposal provides for periodic payments in respect of the Services carried out on a monthly or annual basis, the Company’s liability to the Customer will not exceed the amount payable in accordance with the Proposal for a single year of providing the Services.
The Company will not in any event be liable for any loss of profit, loss of business, indirect, special or consequential losses which arise out of, or in connection with, any breach by the Company of its obligations under or in connection with the Proposal and/or these conditions.
The Company will not be liable for any loss or damage arising from:
any failure or delay by the Police or Fire Authorities to respond to an alarm activation for whatever reason or for any withdrawal of response by the Police or Fire Authorities for whatever reason or for the provision of alternative protection of the Premises in such event; or
any alarm transmission not being received at the alarm receiving centre, if this is due to the fault of BT or any other communications provider; or
the failure of the Customer’s fixed or mobile telephone network, internet or email service or any other means of data transmission not provided by the Company but used to transmit alarm signals from any security system installed by the Company to any alarm receiving centre, notwithstanding that such means of data transmission may have been deployed or set up on the system for the Customer by the Company.
The Company may terminate the provision of the Services at any time by serving not less than 7 days’ written notice to this effect on the Customer.
The Company may immediately terminate the provision of the Services by serving notice to this effect if:
the Customer is more than 14 days’ late in making any payment to the Company due in accordance with the Proposal and these conditions;
the Customer becomes insolvent or has a liquidator, receiver, manager or administrative receiver appointed.
Where the Services include the provision of on-going maintenance and/or monitoring services, the Customer shall not be entitled to terminate the Services without serving on the Company at least 3 months’ prior notice in writing.
The Company will not be liable to the Customer for any delay or failure to perform its obligations under the Proposal if, and to the extent that, such delay or failure is caused by an event or circumstance which is beyond its reasonable control. No variation of the Proposal or these conditions or of any of the documents referred to in them will be valid unless it is in writing and signed by or on behalf of the Company and the Supplier.
A waiver of any right under the Proposal or these conditions is only effective if it is in writing and it applies only to the circumstances for which it is given.
If a provision of the Proposal or these conditions is found to be illegal, invalid or unenforceable, the provision will apply with the minimum modification necessary to make it legal, valid and enforceable.
Neither party may, without the prior written consent of the other, assign the benefit of the Proposal or these conditions. The Company may sub-contract the performance of part or parts (but not the whole) of the Services without the Customer’s consent.
Any notice required to be given under the Proposal or these conditions will be in writing and will be via email delivered personally, or sent by pre-paid first-class post, recorded delivery or by commercial courier to the other party. Copies of any notice may be sent by email by way of confirmation but the sending of any notice by email will not (of itself) be deemed to be a valid notice unless accepted and acted upon by the recipient. Any notice will be deemed to have been duly received if delivered personally, when left at the relevant address referred to above or, if sent by pre-paid first-class post or recorded delivery, at 9.00 am on the second business day after posting, or if delivered by commercial courier, on the date and at the time that the courier’s delivery receipt is signed.
Dispute resolution – Any dispute relating to the Proposal or these conditions that is not resolved by negotiation or other means will be determined by the English courts.