IMPORTANT: These terms and conditions together with the Service Contract Order and Agreement letter govern and form the Agreement between the supplier and the customer relating to the provision of the services by the supplier to the customer.

1. Interpretation

1.1. The definitions and rules of interpretation in this clause apply in this Agreement.

Agreement : The Agreement between the Supplier and the Customer for the provision of Services, such Agreement being embodied in the Agreement Letter and these General Terms and Conditions;

Agreement Letter : the letter issued in duplicate by the Supplier (accompanied by these General Terms and Conditions) identifying the Customer and containing certain additional terms of the Agreement, one copy of which has been countersigned by the Customer signifying such agreement;

Assignment Instructions : the specific instructions relating to the Services as agreed in accordance with clause 3 and incorporated into this Agreement as applicable in Schedule 2;

Commencement Date : the date specified in the Agreement Letter in respect of each element of the Services;

Customer : a person, firm company or other entity to whom Services are supplied by the Supplier and whose details are set out in the Agreement Letter;

Customer’s Equipment : any equipment, systems, cabling or facilities provided by the Customer and used directly or indirectly in the supply of the Services;

Customer’s Premises: the premises of the Customer at which Services are to be provided as specified in Schedule 5;

Deliverables : all Documents, products and materials developed by the Supplier or its agents, subcontractors, consultants and employees in relation to the Services in any form, including computer programs, data, reports, specifications (including drafts) and the deliverables specified in the Assignment Instructions (if any);

Document : includes, in addition to any document in writing, any drawing, map, plan, diagram, design, picture or other image, tape, disk or other device or record embodying information in any form;

In-put Material : all Documents, information and materials provided by the Customer relating to the Services, including computer programs, data, reports and specifications including any specified in the Assignment Instructions;

Intellectual Property Rights : all patents, rights to inventions, utility models, copyright and related rights, trademarks, trade, business and domain names, rights in trade dress or get-up, rights in goodwill or to sue for passing off, unfair competition rights, rights in designs, rights in computer software, database right, moral rights, rights in confidential information (including know-how and trade secrets) and any other intellectual property rights, in each case whether registered or unregistered and including all applications for and renewals or extensions of such rights, and all similar or equivalent rights or forms of protection in any part of the world;

Notice Period : Three month’s notice in writing unless otherwise specified in the Agreement Letter;

Pre-existing Materials : all Documents, information and materials provided by the Supplier relating to the Services which existed prior to the commencement of this Agreement, including computer programs, data, reports and specifications or the pre-existing materials specified in the Assignment Instruction (if any);

Services : the services to be provided by the Supplier under this Agreement as indicated in the Agreement Letter and/or the Service Order Contract, as set out in Schedule 1 and the Assignment Instructions, together with any other services which the Supplier provides or agrees to provide to the Customer;

Supplier : Eurotech Monitoring Services Limited incorporated and registered in England and Wales with company number 03090960 whose registered office is at 4 The Pavilions Business Centre, 6 Kinetic Crescent, Innova Park, Enfield, Middlesex EN3 7SJ;

Supplier’s Equipment : any equipment, including tools, systems, cabling or facilities, provided by the Supplier or its subcontractors and used directly or indirectly in the supply of the Services which are not the subject of a separate agreement between the parties under which title passes to the Customer;

Term : the term specified in the Agreement Letter or if none, then the term of this Agreement as determined in accordance with clause 2.2;

VAT : value added tax chargeable under English law for the time being and any similar additional tax.

a) Clause and schedule headings shall not affect the interpretation of this Agreement.

b) A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality) and that person’s legal and personal representatives, successors and permitted assigns.

c) The schedules, Agreement Letter and The Service Order Contract form part of this Agreement and shall have effect as if set out in full in the body of this Agreement. Any reference to this Agreement includes the schedules, the Agreement Letter and the Service Order Contract

d) Words in the singular shall include the plural and vice versa.

e) A reference to a statute or statutory provision is a reference to it as it is in force for the time being, taking account of any amendment, extension, or re-enactment and includes any subordinate legislation for the time being in force made under it.

f) A reference to writing or written includes faxes but not e-mail.

g) Where the words include(s) or including are used in this Agreement, they are deemed to have the words without limitation following them. Where the context permits, the words other and otherwise are illustrative and shall not limit the sense of the words preceding them.

h) Any obligation in this Agreement on a person not to do something includes an obligation not to agree, allow, permit or acquiesce in that thing being done.

2. Commencement and Duration

2.1. The Supplier shall provide the Services to the Customer on the terms and conditions of this Agreement. Each separate element of the Services shall be provided from the applicable Commencement Date.

2.2. The Services supplied under this Agreement shall continue to be supplied for the Term, or if none is specified in the Agreement Letter the Term shall be deemed to be a period of 1 year from the earliest Commencement Date and, after that, the Services shall continue to be supplied and the Term shall continue unless this Agreement is terminated by either party giving to the other not less than Three Month’s Notice in Writing, unless the Agreement is terminated in accordance with clause 12.

3. Assignment instructions

3.1. The Assignment Instruction shall be agreed in the following manner:

a) After the Supplier has conducted a site survey of the customer’s premises, the Supplier shall prepare the Assignment Instruction which sets out the requirements and specifications of the Services, including a description of what work is to be done and guideline times and dates and such other information as reasonably required;

b) the Supplier shall, as soon as reasonably practicable, provide the Customer with the Assignment Instruction; and

c) the Customer shall agree and sign the Assignment Instruction as soon as reasonably practicable and where possible prior to the Commencement Date, which once signed by the Client shall become subject to this Agreement.

3.2. The Supplier shall charge for the preparation of the Assignment Instruction on a time and materials basis in accordance with clause 7

3.3. Once the Assignment Instruction has been agreed and signed in accordance with clause 3.1(c), no amendment shall be made to it except in accordance with clause 6 and clause 14.1

3.4. Although the Supplier shall so far as is reasonably possible abide to the Assignment Instructions the Customer acknowledges that due to the nature of the Services the Supplier shall at all times have the absolute discretion to deviate from the Assignment Instructions as may be required to enable the proper performance of the Services.

4. Supplier’s Obligations

4.1. The Supplier shall use reasonable endeavours to provide the Services, and to deliver the Deliverables to the Customer, in accordance with the Assignment Instruction or the Service Contract Order in all material respects. Where applicable the Services will be provided by the Supplier in accordance with the British Standards 7499, 7984,7858 and 7958.

4.2. The Supplier shall use reasonable endeavours to meet any performance dates or times specified in the Assignment Instruction or the Service Contract Order, but any such dates or times shall be estimates only and time for performance by the Supplier shall not be of the essence of this Agreement.

4.3. The Customer acknowledges that the Supplier’s systems, servers and equipment may from time to time be inoperative or only part operational as a consequence of mechanical breakdown, maintenance, hardware or software upgrades, telecommunication connectivity problems or other causes outside its control. In the event of any such interruption the Supplier will as soon as reasonably practicable, so far as such fault or problem is in the Supplier’s control, rectify faults and problems and restore its system to full operational capacity.

4.4. The Supplier shall use reasonable endeavours to observe all health and safety rules and regulations and any other reasonable security requirements that apply at any of the Customer’s premises and that have been communicated to it under clause schedule 4, provided that it shall not be liable under this Agreement or the Service Contract Order if, as a result of such observation, it is in breach of any of its obligations under this Agreement.

5. Customer’s Obligations

5.1. The Customer shall fully comply with the obligations contained in Schedule 1 and any that are contained in the Assignment Instruction.

5.2. If the Supplier’s performance of its obligations under this Agreement or the Service Contract Order is prevented or delayed by any act or omission of the Customer, its agents, subcontractors, consultants or employees, (including, without limitation, failure to make full and correct use of the Timegate system) the Supplier shall not be liable for any costs, charges or losses sustained or incurred by the Customer that arise directly or indirectly from such prevention or delay.

5.3. The Customer shall be liable to pay to the Supplier, on demand, all reasonable costs, charges or losses sustained or incurred by the Supplier (including any direct, indirect or consequential losses, loss of profit and loss of reputation, loss or damage to property and those arising from injury to or death of any person and loss of opportunity to deploy resources elsewhere) that arise directly or indirectly from the Customer’s fraud, negligence, failure to perform or delay in the performance of any of its obligations under this Agreement or the Service Contract Order, subject to the Supplier confirming such costs, charges and losses to the Customer in writing.

5.4. The Customer shall be liable to pay to the Supplier, on demand, the cost of all data which is used by the Customer, its agents, subcontractors, consultants or employees which exceeds the Data Allowance Package amount as provided by the Supplier under this Agreement or the Service Order Contract and as stated within the Agreement Letter. The Supplier shall not be liable for any cost, charges or losses sustained or incurred by the Customer that arise directly or indirectly by the misuse by the Customer, its agents, subcontractors, consultants or employees of the Patroltec System.

5.5. The Customer shall not, without the prior written consent of the Supplier, at any time from the date of this Agreement or the Service Contract Order to the expiry of six months after the termination of this Agreement, solicit or entice away from the Supplier or employ or attempt to employ any person who is, or has been, engaged as an employee, consultant or subcontractor of the Supplier in the provision of the Services.

5.6. Any consent given by the Supplier in accordance with clause 5.5 shall be subject to the Customer paying to the Supplier a sum equivalent to 20% of the then current annual remuneration of the Supplier’s employee, consultant or subcontractor or, if higher, 20% of the annual remuneration to be paid by the Customer to that employee, consultant or subcontractor.

6. Change Control

6.1. The Supplier may, from time to time and without notice, change the Services in order to comply with any applicable safety or statutory requirements, provided that such changes do not materially affect the nature, scope of, or the charges for the Services. The Supplier may, from time to time and subject to Customer’s prior written consent, which shall not be unreasonably withheld or delayed change the Services, provided that such changes do not materially affect the nature or quality of the Services and, where practicable, it will give the Customer at least one months’ notice of any change.

6.2. If the Customer requests a change to the scope or execution of the Services it shall submit to the Supplier written details of the requested change. The Supplier shall within a reasonable time after receipt of the Customer’s request provide a written estimate to the Customer of: (a) the likely time required to implement the change; (b) any variation to the charges arising from the change; and (c) any other impact of the change on this Agreement.

6.3. If the Customer wishes the Supplier to proceed with the change, the Supplier has no obligation to do so unless and until the parties have agreed the necessary variations to its charges, the Services and Assignment Instruction and any other relevant terms of this Agreement to take account of the change and this Agreement has been varied in accordance with clause 14.1.

6.4. The Supplier may charge for the time it spends assessing a request for change from the Customer on a time and materials basis in accordance with clause 7.

7. Charges and Payments

7.1. In consideration of the provision of the Services by the Supplier, the Customer shall pay the charges as set out in the Agreement Letter or in Schedule 3 or in the Service Contract Order which shall specify whether they shall be on a time and materials basis, a fixed price basis or a combination of both. Also:

a) Clause 7.2 shall apply to Supplier provided on a time and materials basis.

b) Clause 7.3 shall apply to Services provided on a fixed price basis.

c) Clause 7.4 shall apply to services provided on a time and materials basis or fixed price basis.

d) The terms of the Temporary Services Contract shall apply to services provided on a temporary basis as detailed on the Service Contract Order Form.

e) The remainder of this clause 7 shall apply in all cases.

7.2. Where Services are provided on a time and materials basis:

a) The charges payable for those Services shall be calculated in accordance with the Supplier’s standard fee rates specified in the Agreement Letter or Schedule 3 or the Service Contract Order as amended from time to time in accordance with clause 7.7;

b) The Supplier’s standard fee rates for each individual person are calculated on the following basis:

i. Daily: an eight-hour day;

ii. Weekly: a seven-day week;

iii. Monthly: a full calendar month;

iv. Yearly: a full calendar year;

All charges quoted to the Customer shall be exclusive of VAT, which the Supplier shall add to its invoices at the appropriate rate;

7.3. Where Services are provided in part or whole for a fixed price, the price for those Services shall be the amount set out in in the Agreement Letter or Schedule 3 or the Service Contract Order as amended from time to time in accordance with clause 7.7.

7.4. The Supplier shall invoice the Customer for its charges on the basis specified in the Agreement Letter, calculated in accordance with clauses 7.2 and 7.3, together with all applicable VAT, charges and expenses (calculated as provided for in clause 7.5). The Customer shall raise all queries it may have in respect of each invoice within 7 days of receipt of the said invoice, and the Supplier shall endeavour to address all queries as soon as reasonably practicable.

7.5. Any fixed price and fee rate contained in the Agreement Letter excludes:

a) The cost of hotel, subsistence, travelling and any other ancillary expenses reasonably incurred by the individuals whom the Supplier engages in connection with the Services, the cost of any materials and the cost of services reasonably and properly provided by third parties and required by the Supplier for the supply of the Services. Such expenses, materials and third-party services shall be invoiced by the Supplier at cost; and

b) VAT, which the Supplier shall add to its invoices at the appropriate rate.

7.6. Where the Customer requires the Supplier or its agents to attend site for the purpose of collecting Keys, Codes, re-survey of premises or for any other reason pertaining to the service, the attendance of the Supplier or its agents will be chargeable to the customer.

7.7. The parties agree that the Supplier may review and increase the charges set in the Agreement Letter or Schedule 3 or the Service Contract Order, provided that such charges cannot be increased more than once in any 12-month period. The Supplier shall give the Customer written notice of any such increase one month before the proposed date of that increase. If such increase is not acceptable to the Customer, it may, within 14 days of such notice being received or deemed to have been received in accordance with clause 14.9, terminate the Agreement by giving one month’s written notice to the Supplier.

7.8. The Customer acknowledges that some of the Services, including without limitation the Timegate system, are shared services with other customers of the Supplier and that the Customer’s failure to comply with its obligations under this Agreement may affect the service the Supplier is able to provide to its other customers and result in additional costs being incurred by the Supplier. Any additional costs and expenses incurred by the Supplier as a result of the Customer’s failure to comply with its obligations under this Agreement will be charged by the Supplier to the Customer in addition to the standard charges as provided for above and shall be payable by the Customer in accordance with this clause 7.

7.9. The Customer shall pay each invoice submitted to it by the Supplier, in full and in cleared funds, within 30 days of receipt to a bank account nominated in writing by the Supplier.

7.10. Without prejudice to any other right or remedy that it may have, if the Customer fails to pay the Supplier on the due date, the Supplier may:

a) Charge interest on such sum from the due date for payment at the annual rate of 8% above the base lending rate from time to time of HSBC Bank Plc, accruing on a daily basis and being compounded quarterly until payment is made, whether before or after any judgment and the Supplier may claim interest under the Late Payment of Commercial Debts (Interest) Act 1998 and the Customer shall pay the interest immediately on demand; and

b) Upon giving 24 hours’ notice to the Customer, suspend all Services until payment has been made in full.

7.11. Time for payment shall be of the essence of this Agreement.

7.12. All sums payable to the Supplier under this Agreement shall become due immediately on its termination, despite any other provision. This clause 7.11is without prejudice to any right to claim for interest under the law, or any such right under this Agreement.

7.13. The Supplier may, without prejudice to any other rights it may have, set off any liability of the Customer to the Supplier against any liability of the Supplier to the Customer.

7.14. The Supplier shall charge the customer double time for all Static Guarding, Mobile Patrol services and keyholding services on Bank and Public holidays.

8. Intellectual Property Rights

8.1. As between the Customer and the Supplier, all Intellectual Property Rights and all other rights in the Deliverables and the Pre-existing Materials shall be owned by the Supplier. Subject to clause 8.2, the Supplier licenses all such rights to the Customer free of charge and on a non-exclusive, worldwide basis to such extent as is necessary to enable the Customer to make reasonable use of the Deliverables and the Services. If this Agreement or the Service Contract Order is terminated, this licence will automatically terminate.

8.2. The Customer acknowledges that, where the Supplier does not own any of the Pre-existing Materials, the Customer’s use of rights in Pre-existing Materials is conditional on the Supplier obtaining a written licence (or sub-licence) from the relevant licensor or licensors on such terms as will entitle the Supplier to license such rights to the Customer.

9. Confidentiality and the Supplier’s Property

9.1. The parties shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the it by the other party, its employees, agents, consultants or subcontractors and any other confidential information concerning the other party’s business or its products which they may obtain.

9.2. The parties may disclose such information:

a) To its employees, officers, representatives, advisers, agents or subcontractors who need to know such information for the purposes of carrying out its obligations under this Agreement or the Service Contract Order; and

b) As may be required by law, court order or any governmental or regulatory authority.

9.3. Both parties shall ensure that its employees, officers, representatives, advisers, agents or subcontractors to whom it discloses such information comply with this clause 9 and shall not use any such information for any purpose other than to perform its obligations under this Agreement or the Service Contract Order.

9.4. All materials, equipment and tools, drawings, specifications and data supplied by the Supplier to the Customer (including Pre-existing Materials and the Supplier’s Equipment) shall, at all times, be and remain the exclusive property of the Supplier, but shall be held by the Customer in safe custody at its own risk and maintained and kept in good condition by the Customer until returned to the Supplier, and shall not be disposed of or used other than in accordance with the Supplier’s written instructions or authorisation.

10. Limitation of Liability(the customer’s attention is particularly drawn to this clause)

10.1. This clause 10 sets out the entire financial liability of the Supplier (including any liability for the acts or omissions of its employees, agents, consultants and subcontractors) to the Customer in respect of:

a) Any breach of this Agreement or the Service Contract Order;

b) Any use made by the Customer of the Services, the Deliverables or any part of them; and

c) Any representation, statement or tortious act or omission (including negligence) arising under or in connection with this Agreement or the Service Contract Order.

10.2. All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from this Agreement or the Service Contract Order.

10.3. Nothing in this Agreement or the Service Contract Order limits or excludes the liability of the Supplier:

a) For death or personal injury resulting from negligence; or

b) For any damage or liability incurred by the Customer as a result of fraud or fraudulent misrepresentation by the Supplier; or

c) For any liability incurred by the Customer as a result of any breach by the Supplier of the clause as to title or the warranty as to quiet possession implied by section 2 of the Supply of Goods and Services Act 1982.

10.4. Subject to clause 10:

a) The Supplier shall not be liable for:

i. Loss of profits; or

ii. Loss of business; or

iii. Depletion of goodwill and/or similar losses; or

iv. Loss of anticipated savings; or

v. Loss of goods; or

vi. Loss of contract; or

vii. Loss of use; or

viii. Loss of corruption of data or information; or

ix. Any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses; and

b) Subject to clause 10.5, the Supplier’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance or contemplated performance of this Agreement shall be limited to and not exceed that of the annual value of the contract or limited to and not exceed the total value of the Service Contract Order which ever applies.

10.5. Where due to any act or omission on the part of the Customer, its employees, officers, representatives, agents or subcontractors the insurance cover effected by the Supplier is reduced or removed the liability of the Supplier shall be equally reduced or removed and the Customer shall fully indemnify the Supplier for all claims made against the Supplier in relation to which the cover has been so reduced or removed and all losses suffered in respect thereof.

11. General Data Protection Regulation

11.1. Under [GDPR], all data obtained and held by us for the provision of services must be processed according to a set of core principles. In accordance with these principles, we will ensure that:

a) processing is fair, lawful and transparent

b) data is collected for specific, explicit, and legitimate purposes

c) data collected is adequate, relevant and limited to what is necessary for the purposes of providing our services

d) data is kept accurate and up to date. Data which is found to be inaccurate will be rectified or erased without delay

e) data is not kept for longer than is necessary for its given purpose

f) data is processed in a manner that ensures appropriate security of personal data including protection against unauthorised or unlawful processing, accidental loss, destruction or damage by using appropriate technical or organisation measures

g) we comply with the relevant GDPR procedures for international transferring of personal data

11.2. The law on data protection allows us to process your data for certain reasons only. The information below categorises the types of data processing we undertake and the lawful basis we rely on.

Activity Requiring your Data Lawful Basis
Keyholding Provision of Services
Alarm Response Provision of Services
Escalation Provision of Services
Employee Duty of Care Provision of Services
CCTV Monitoring Provision of Services
Mobile Patrols Provision of Services
SIA Licence Checking Provision of Services

11.3. Protecting your Data. We are aware of the requirement to ensure your data is protected against accidental loss or disclosure, destruction and abuse. We have implemented processes to guard against such.

11.4. Retention Periods. We only keep your data for as long as we need it for, which, in relation to services subscribed to, will be until the end of your contract.

11.5. Unless subject to an exemption, data subjects have the following rights:

a) The right to access their data.

b) The right to request amendments/rectification of their data.

c) The right to request their data to be erased, where it is no longer necessary for the information to be retained.

d) The right to request a restriction of the processing of their data.

e) The right to obtain a copy of their data (the right to data portability).

f) The right to object to the processing of their data.

g) Data Subject access requests must be submitted to the Data Controller, in writing.

12. Termination

12.1. Without prejudice to any other rights or remedies which the parties may have, either party may terminate this Agreement or the Service Contract Order without liability to the other immediately on giving notice to the other if:

a) The other party fails to pay any amount due under this Agreement on the due date for payment and remains in default not less than 21 days after being notified in writing to make such payment; or

b) The other party commits a material breach of the terms of this Agreement and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing of the breach; or

c) The other party repeatedly breaches any of the terms of this Agreement in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of this Agreement; or

d) The other party has a receiving order made against it, makes an arrangement with its creditors generally or takes or suffers any similar action as a result of debt or, being a company, convenes a meeting of its creditors or suffers a petition to be presented or a meeting to be convened or the action to be taken with a view to its liquidation except for the purpose of and followed by a solvent amalgamation or reconstruction.

12.2. On termination of this Agreement or the Service Contract Order for any reason:

a) The Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, the Supplier may submit an invoice, which shall be payable immediately on receipt;

b) The Supplier shall retain all property e.g. keys/equipment etc. held in its possession and belonging to the Customer until all monies outstanding to the supplier have been paid in full. On receipt of outstanding monies said property shall be released to the Customer.

c) The Customer shall return all of the Supplier’s Equipment, Pre-existing Materials and Deliverables. If the Customer fails to do so, then the Supplier may enter the Customer’s premises and take possession of them. Until they have been returned or repossessed, the Customer shall be solely responsible for their safe keeping; and

d) The accrued rights and liabilities of the parties as at termination and the continuation of any provision expressly stated to survive or implicitly surviving termination, shall not be affected.

12.3. On termination of this Agreement or the Service Contract Order (however arising) clauses 7, 8, 9,10, 11 and 14 shall survive and continue in full force and effect.

13. Force Majeure

13.1. Save in respect of any payment obligation, neither party will be liable for any delay in performing or failure to perform its obligations under this Agreement or the Service Contract Order due to causes outside its reasonable control (including without limitation, computer systems and equipment failure and downtime howsoever occurring) and it will not constitute a breach of this Agreement or the Service Contract Order. The time for performance of the affected obligation will be extended by such period as is reasonable.

14. General

14.1. Subject to clause 7.5 no variation of this Agreement or the Service Contract Order shall be valid unless it is in writing and signed by or on behalf of each of the parties.

14.2. No failure or delay by a party to exercise any right or remedy provided under this Agreement or the Service Contract Order or by law shall constitute a waiver of that or any other right or remedy, nor shall it preclude or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall preclude or restrict the further exercise of that or any other right or remedy.

14.3. If any provision of this Agreement or the Service Contract Order (or part of any provision) is found by any court or other authority of competent jurisdiction to be invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed not to form part of the Agreement or the Service Contract Order, and the validity and enforceability of the other provisions of the Agreement or the Service Contract Order shall not be affected.

14.4. If a provision of this Agreement or the Service Contract Order (or part of any provision) is found illegal, invalid or unenforceable, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.

14.5. This Agreement or the Service Contract Order is the complete and exclusive statement of the contract between the parties relating to the subject matter of this Agreement or the Service Contract Order (save in respect of any fraudulent representation) and supersedes all previous communications, representations and other arrangements, oral or written. The Customer acknowledges that no reliance is placed by it on any representation made but not embodied in this Agreement or the Service Contract Order. The printed terms and conditions of any purchase order save that of the Service Contract Order Form or other correspondence and documents of the Customer issued in connection with this Agreement or the Service Contract Order will not apply unless expressly accepted in writing by the Supplier.

14.6. The Customer shall not, without the prior written consent of the Supplier, assign, transfer, charge, mortgage, subcontract or deal in any other manner with all or any of its rights or obligations under this Agreement or the Service Contract Order. The Supplier may at any time assign, transfer, charge, mortgage, subcontract or deal in any other manner with all or any of its rights or obligations under this Agreement or the Service Contract Order. Each party that has rights under this Agreement or the Service Contract Order is acting on its own behalf and not for the benefit of another person.

14.7. Nothing in this Agreement or the Service Contract Order is intended to, or shall operate to, create a partnership between the parties, or to authorise either party to act as agent for the other, and neither party shall have authority to act in the name or on behalf of or otherwise to bind the other in any way (including the making of any representation or warranty, the assumption of any obligation or liability and the exercise of any right or power).

14.8. A person who is not a party to this Agreement or the Service Contract Order shall not have any rights under or in connection with it.

14.9. All notices which are required to be given under this Agreement or the Service Contract Order will be in writing and will be sent to the address of the recipient set out in the Agreement Letter or the Service Contract Order Form or such other address as the recipient may designate by notice given in accordance with this condition. Any such notice may be delivered personally, by first class pre-paid letter or facsimile transmission and will be deemed to have been received:

a) By hand delivery, at the time of delivery;

b) By first class post, 48 hours after the date of mailing;

c) By facsimile transmission, immediately on transmission provided a successful transmission report is achieved and a confirmatory copy is sent by first class pre-paid post or by hand by the end of the next Business Day.

14.10. This Agreement or the Service Contract Order and any dispute or claim arising out of or in connection with it or its subject matter, shall be governed by, and construed in accordance with, the law of England and Wales and each party irrevocably submits to the exclusive jurisdiction of the courts of England and Wales.

N.B. Mobile Patrol or Keyholding Services are provided on a shared basis. Accordingly, interruptions or delays can occur if an event occurs at the premises of another client during the course of a Response Officers duties

Schedule 1: Customer’s Obligations

The Customer shall:

a) Co-operate with the Supplier in all matters relating to the Services;

b) Provide, for the Supplier, its agents, subcontractors, consultants and employees, in a timely manner and at no charge, access to the Customer’s premises, office accommodation, data and other facilities as required by the Supplier or any of them;

c) Provide, in a timely manner, such In-put Material and other information as the Supplier may require including without limitation, information relating to alarm and other security systems and procedures utilised by the Customer, and ensure that the In-put Material is accurate in all material respects;

d) Be responsible (at its own cost) for preparing and maintaining the relevant premises for the supply of the Services;

e) Inform the Supplier of all health and safety rules and regulations and any other reasonable security requirements that apply at any of the Customer’s premises which the Supplier is required to attend for the provision of the Services;

f) Ensure that all Customer’s Equipment is in good working order and suitable for the purposes for which it is used in relation to the Services and conforms to all relevant United Kingdom standards or;

g) Keep, maintain the Supplier’s Equipment in good condition;

h) Comply with the terms of each of the Supplier’s insurance policies, copies of which are obtainable by the Customer from the Supplier upon request;

i) Undertake and perform its own security duties in a proper and efficient manner and at all times ensure that its premises are safe and secure;

j) At all times maintain full and adequate third party and occupier’s liability insurance and such other insurance as required to insure its liabilities under this Agreement;

k) Ensure that the Supplier has at all time an accurate record of nominated key holders contact telephone number and inform the Supplier immediately in writing of any change to the nominated key holder or their contact telephone number;

l) Keep all alarms and other security systems fully maintained, serviced and in full working order at all times;

m) At all times maintain all licences and consents as are required for the performance of the Services;

n) Keep all personal identification numbers (“PINs”) and site identification numbers (“SINs”) or other passwords issued by the Supplier in the provision of the Services confidential and only disclose or share them with such employees, agents and subcontractors as is strictly necessary for the Services;

o) Notify the Supplier immediately upon becoming aware that the confidentiality of a PIN, SIN or other password has been compromised;

p) Ensure that, within one month of the Commencement Date, the level of use of the Timegate system by the Customer’s employees and other operatives is in excess of a minimum of 90% for each and every month; A 10% allowance of calls above this level shall be dealt with free of charge; failure on the part of the Customer’s employees and other operatives to achieve this level of usage shall result in a penalty charge of £0.20 per call been applied for all manual calls falling out side this allowance; and

q) Ensure adequate communication with the Supplier at all times.