BROOK SECURITY LIMITED – TERMS AND CONDITIONS
FOR BUSINESSES ONLY
These Terms and Conditions are between
Brook Security Limited, whose registered and business address is 9 Yeoman Court, Ashford Road, Bearsted, Maidstone, Kent, ME14 4ND Company No. 02989823, whose VAT no is 702686340 hereafter known as the “Company”
Client, whose details are described in the Client Agreement (attached to these Terms and Conditions) hereafter known as “You” or “Your”
“Annual Maintenance Charge” means the annual fee agreed between You and the Company for the Company to maintain Your Security System, where You have requested an installation and maintenance agreement or where the Company has expressly agreed to maintain a system which was pre-installed at the Premises
“Audible Alarm System”” means a non-monitored system
“Client Agreement” means the front cover sheet attached to these Terms and Conditions listing Your details and the Security System You require
“Force Majeure” includes but is not limited to any act, event, non-happening, omission or accident beyond reasonable control and includes in particular (without limitation) the following: strikes, lock-outs or other industrial action, civil commotion, riot, invasion, terrorist attack or threat of terrorist attack, war (whether declared or not) or threat or preparation for war, fire, explosion, storm, flood, earthquake, subsidence, epidemic or other natural disaster, impossibility of the use of railways, shipping, aircraft, motor transport or other means of public or private transport, impossibility of the use of public or private telecommunications networks, the acts, decrees, legislation, regulations or restrictions of any government
“Installation Date” means the date when the installation of the Security System has been completed by the Company. The Company’s certificate as to the Installation Date shall be conclusive evidence thereof, unless proved manifestly wrong.
“Keyholder” means a person or third party You have chosen to hold the keys to Your Premises and to go to Your Premises if the Company tells them the alarm receiving centre has received a signal from the Security System.
“Line Rental Charge” means any charge levied by Your telecommunications provider relating to or in connection with the installation and/or operation of the Security System.
“Monitored System” means a Security System which is remotely monitored at an alarm receiving centre or remote video response centre for Keyholder notification and police response (where appropriate)
“Premises” means the premises where the Security System is installed
“Security System” means the system as set out in the specification provided to You including any subsequent amendments to the specifications approved by the Company in writing
1. Client Agreement
The Company agrees to either:
(a) Supply, deliver and install the Security System, as set out in the Client Agreement, but shall not maintain Your Security System; or
(b) Supply, deliver, install and maintain the Security System as set out in the Client Agreement
You agree to Your warranties (set out below) and to pay the Fee as set out herein and in the Client Agreement.
2. Supply, Delivery and Installation only
(a) The Company shall supply, deliver and install the Security System described in its specifications and as listed in the signed Client Agreement. The Security System will be installed in accordance with the applicable standards adopted by the approvals or regulatory organisation by which the installer is for the time being recognised, to the best of its ability and such equipment used in the installation should be fit for the purpose intended.
(b) The Company will install the Security System on the basis that full and free access to the Premises during normal working hours is provided within thirty (30) days from the date of the Client Agreement, or such later date as agreed by the parties in writing. A date and time for installation will be agreed with You. If access is not available when the Company arrives to install the Security System on the pre-agreed date the Company reserves the right in its sole discretion to make an additional charge or charges as the case may be.
(c) The Company shall not be liable for any delay in installation if the delay is due to a Force Majeure.
(d) For the avoidance of doubt time shall not be of the essence in these Terms and Conditions
(e) The Company shall not be liable for the cost of any redecoration or reinstatement or for damage to or the cost of relaying floor covering or for any breakage or other damage arising from the installation alteration maintenance or repair of the Security System or any part thereof unless it is established the same arose from the negligence of the Company, its servants or agents and the same is reasonably avoidable.
(f) You shall obtain and pay for all necessary consents for the installation of the Security System and the transmission of signals.
3. Maintenance of Your Security System
Where You request the Company to maintain Your Security System Clauses 4 and 5 below will apply
Your Agreement shall commence on the date of the Client Agreement and will (subject to the Termination clause below ) remain in operation for five (5) years from the date thereof until terminated by either party giving to the other not less than three (3) calendar months prior written Notice to terminate the Client Agreement.
5. Company’s Obligations in relation to Maintenance Agreement
In consideration of the payment by You to the Company of the Annual Maintenance Charge (which You hereby agree to pay), the Company shall during the Term of the Agreement:
(i) make one (1) visit per maintenance year for an Audible Alarm System only and two (2) visits for a Monitored System, per maintenance year to the Premises to check that the Security System is in good working order and to inspect, clean and test the Security System at the Premises.
(ii)at Your request render emergency service visits to the Premises to correct faults or malfunction in the Security System which are capable of on-site rectification.
(a) The “Fee” as set out in the Client Agreement is exclusive of VAT and any other taxes and duties, where applicable.
(b) The Company requires full payment from You before any maintenance and/or monitoring (where applicable) has commenced on pre-installed security systems. The Company requires payment of 25% of the Fee (inclusive of VAT) payable from You before any supply, delivery, installation, maintenance and/or monitoring (where applicable) has commenced, and the outstanding balance due from you to the Company shall be payable on completion of the installation. For the purpose of payment the installation will be deemed complete by the handing of the control keys/key pads/tags/cards or combination code to You notwithstanding any work remaining to be carried out by Your telecommunications company and/or Your own contractors
(c) Should the Company render any callout visits resulting from any default or omission by You or Your agents as set out above or for any reason the Company shall be entitled to charge You at the Company’s labour and materials, then applicable.
(d) You are also responsible for the following additional fees:
(i) Installation and rental charges for connection facilities between the Security System and the alarm receiving centre and/or remote video response centre;
(ii) Taxes, fees, charges or false alarm assessments set by any other authorities due to the installation or operation of the Security System. This does not apply if a false alarm assessment arises from faults which are covered by the guarantee of the Security System; and
(iii) Any extra charges or charges for work done by any other authorities, or by any telecommunications agency or other party in relation to Your Security System.
(e) You must also pay the Company extra charges at the Company’s standard current rates for labour and materials, where the following apply:
(i) Faults that are caused by You or any other person, thing or event which the Company could not reasonably be expected to prevent;
(ii) You breach any of the conditions of these Terms and Conditions or the Client Agreement;
(iii) You have asked the Company to visit Your Premises outside Normal Working Hours, unless this is covered by Your Client Agreement;
(iv) You ask the Company not to carry out routine tests on any part of the Security System which causes the Company to then carrying out additional work;
(v) Any replacements, repairs or modifications to the Security System are needed but are not covered by the guarantee or are needed as a result of a change in a relevant standard or regulation governing the Security System;
(vi) You ask the Company for help under the Security System guarantee but the Security System guarantee does not apply;
(vii)The external wiring on the outside of the Premises, or any wiring installed within the fabric of the Premises or buried underground; prior to the start date, needs inspecting, repairing or replacing;
(viii)You, or equipment or devices which the Company have not supplied have caused a false alarm or a failure of the Security System;
(ix)Your actions or failures, or those of anyone else other than the Company needs the Company to inspect or make repairs or replace any part of the Security System;
(x)Rodents, other animals or insects cause damage to or activation of the Security System;
(xi)There is a problem with Your telephone line or connection;
(xii)There have been fluctuations or failure in the mains electricity supply or where there has been a corruption or failure of the transmission network;
(xiii)Full insulation or continuity test of wiring is required. Unless the Company agrees to do so, the charges do not include any work involving carpet laying, concealing cables, redecorating, re-plastering, building, carpentry or similar work;
(xiv)The activation of a circuit breaker affects the power supply to any part of the Security System; adverse weather conditions cause damage to or activation of the Security System;
(xv)You ask the Company to change the Security System or the Company needs to change the Security System because of changes in Your Premises;
(xvi)You, Your Keyholder or someone else has failed to follow operating instructions, or has not locked, closed or secured a window, door or other protected point which has interfered with the Security System.
You shall pay to the Company:
(i) Unless otherwise agreed, the specified deposit on acceptance of the Client Agreement and shall pay the outstanding Fee on completion, prior to handover of the keys/keypads/tags/cards or combination code to You. The Security System shall remain the property of the Company until such time as full payment has been received by the Company from You whereupon title in the Security System shall transfer to You. You shall at all times be responsible for loss of and damage to the Security System at the Premises.
(ii) Where applicable, the Annual Maintenance Charge on the Installation Date.
(iii) Where applicable, unless otherwise agreed, subsequent Annual Maintenance Charges and monitoring fees where applicable or supplied on each anniversary of the Installation Date.
(iv) Any charge made from time to time by the police or Local Authority on the Company in connection with the Security System.
(v) Where required, stage payments for the installation, for those installations which are to be incorporated into a building program and/or where the installation cannot be continuous.
8. Increase in Payments
(a) At any time after the expiry of one (1) year from the Installation Date the Company may increase the Annual Maintenance Charge by giving You at least one (1) month’s written notice stating the increase and the date from which the increase shall be effective and payable by You. Any increase in payment will be based on the Retail Price Index or other suitable measures.
(b) The Line Rental Charge may from time to time be increased to You without notice in accordance with any increase in the charges made by Your telecommunications provider for the provision of telephone lines. Such increases in the Line Rental Charge shall be effective and payable by You from the date of increase by Your telecommunications provider. No such increase shall give You any right to terminate this Agreement.
(a) All invoices are to be paid within30 days of the date of the invoice (time to be of the essence). If You fail to make any payment then, without prejudice to any other rights or remedies available to the Company, the Company shall be entitled to:
(i) Cancel the Contract or suspend any further work for You;
(ii) Appropriate any payment made by You for work the Company has carried out as the Company may think fit; and
(iii) Charge You interest (both before and after any judgement) on the amount unpaid, at the rate of eight percent (8%) plus base rate of the Bank of England (as amended from time to time) per annum until payment is made in full (a part of a month being treated as a full month for the purpose of calculating interest).
(b) For the avoidance of doubt You irrevocably grant in the event of Your default, permission for the Company to enter upon the Premises to recover the Security System whether fixed or unfixed or to immobilise the Security System to prevent use.
10. Your Obligations
You shall throughout the Term:
(a) Afford the Company, its servants and agents full and free access to the Premises on reasonable written notice on week days, during normal working hours and at other times if the circumstances so require, to enable the Company to perform its responsibilities hereunder;
(b) Notify the Company immediately in writing where You dispose of the Premises or any part thereof and at the same time inform the Company of the name and address of the person to whom such disposal is to be made;
(c) Not adjust, reset, test, repair or alter or interfere in any way with the Security System or any part thereof;
(d) Use and operate the Security System with reasonable care to ensure its proper and efficient operation;.
(e) Notify the Company by telephone (confirming such notification by letter) of any defect appearing in the Security System or of any repairs which appear to be necessary, as soon as reasonably possible and permit the Company to take such steps as the Company thinks necessary to remedy any such defect or make such repair at the Company’s sole discretion;
(f) Forthwith notify the Company by telephone if the Security System is activated.
(g) Notify the Company by telephone (confirming such notification by letter) if the Security System requires re-setting;
(h) Pay for the cost of any work required to be carried out to the Security System due to damage by fire, storm, tempest, break in line, attempted break in, accidents, nuisance, or mistreatment of the Security System;
(i) Immediately notify the Company by telephone (confirming such notification by letter) of any proposed structural alteration to the Premises or of any modification in the telephone installation affecting the Security System or in the case of space protection of any alteration to the layout or fittings at the Premises or of major movements of contents;
(j) In the case of Security Systems designed to transmit signals to the Company’s alarm receiving centre or remote video response centre, notify and keep notified the Company in writing of Keyholder information with contact telephone numbers. You shall provide us with a password which the Company will use to verify the Keyholder’s identity. The Company will treat failure of the Keyholder to provide the correct password as a failure to make contact with the Keyholder.
(k) Pay in addition to the Fee and the Annual Maintenance Charge (if any) for the cost of any works from time to time required to upgrade the installation of the Security System to a state which complies with the relevant applicable EU or government standards;
(l) Ensure that the Audible Alarm System does not cause a nuisance as defined by current noise pollution legislation from time to time. Arrangements must include an automatic device limiting sounder noise to 20 minutes and for two (2) Keyholders to be available within this time (current legislation includes London Local Authorities Act 1991, Environmental Protection Act 1990, Control of Pollution Act 1974 Scotland, Noise and Statutory Nuisance Act 1993);
(m) Obtain and pay for the telephone line or other telephone company apparatus required for monitoring or remote signalling (if any) as well as other necessary facilities, consents, permits, licenses, wayleases or approvals required for installing the Security System. However, the Company will assist by putting the telephone company in touch with You for the provision of the requisite type of service.
11. Your Warranty
(a) Your warrant to the Company that You shall not:
(i) Move or tamper with or attempt to repair the Security System or allow others to do so.
(ii) Part with possession of the Security System or try to sell it, or do anything which may affect the Company’s ownership of the Security System until full payment has been received from You by the Company.
(b) Your warrant to the Company You shall
(i) Be responsible for and compensate the Company against all liabilities, claims, losses or expenses the Company suffers if caused because You or others have damaged or not used the Security System according to the specification or operating instructions or as a result of the connection of the Security System to any equipment or device not supplied by the Company;
(ii) Tell the Company at once:
of any defect or fault in the Security System; or
if anyone tampers with the Security System; or
if any part of the Security System is damaged or stolen; or
if the Security System has been subjected to any unusual operating or environmental conditions.
(iii) Notify the Company in writing if You wish to keep any parts of the Security System which the Company replaces: otherwise, the Company will immediately dispose of all replaced parts;
(iv) Provide a telephone line in Your Premises and pay Your telephone, electricity and other utility bills which the Security System requires so that the services are not affected.
(v) Undertake to the Company to keep comprehensively insured such Premises and property (and persons in or on the Premises) against all risks.
(vi) Indemnify and keep indemnified the Company, its servants and agents from and against all or any liability, costs, loss, damages, charges and expenses suffered by the Company by reason of any breach including but not limited to breach to any third party or insurance company caused or alleged to be caused by Your failure to perform Your obligations hereunder.
(vii) Operate the Security System according to the requirements and contained in any instructions and user’s handbooks the Company has issued to You from time to time.
12. Company Liability
(a) The Security System is intended only to reduce the risks of loss of and damage to property and injury to persons in or on the Premises to the extent that this is reasonably practicable by use of such equipment. The Company accepts liability for ensuring the Security System will be reasonably capable of meeting this purpose but does not accept any other liability whether in negligence or otherwise.
(b) The Company gives no undertaking to You that the Security System may not be compromised or circumvented or that the Security 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 such use.
(c) The Company is not an insurer of the Premises, property or the person(s) therein which the Security System is installed to protect. The Company’s charges are not related to the value of the Premises or the property in or on the Premises which You alone are able to ascertain.
(d) Apart from the Company’s obligation to You in respect of the correspondence with the description of the Security System or of its quality or fitness for the purposes defined in these Terms and Conditions, the Company shall not whether for negligence, breach of contract or otherwise be liable for any loss of or damage to the Premises or property therein or thereon caused by burglary, breaking and/or entering, theft, robbery, malicious, damage, riot or commotion or any unauthorised entry by reason of the failure of the Security System to operate at all or to operate correctly or by reason of any failure to transmit signals between the Premises and the Company and the police howsoever caused.
(e) The Company shall not under any circumstances whatsoever (whether for negligence breach of contract or otherwise) be liable for any indirect or consequential loss damage or injury. Furthermore, insofar as the law allows, the terms implied by the Supply of Goods and Services Act 1982 are hereby expressly excluded.
(f) The Company are not responsible for the following:
(i) Losses in relation to security systems installed at Your Premises prior to the date of You signing the Client Agreement arising before the completion of our first routine inspection visit to Your Premises.
(ii) Loss due to the acts or neglect of any other person including You, the provider of the telephone line, or other type of communication technology, police or other authority or individual, which none of these is the Company’s agent for any purpose.
(iii) Loss due to the fact that equipment or cabling not supplied by the Company is connected to or installed near to the Security System.
(iv) A signal transmitted to the alarm receiving centre or remote video response centre not being received by the Company for reasons beyond the Company’s reasonable control
(v) Losses resulting from:
(1) Delays, interruptions or suspensions in providing the services, which are due to any other person (including You), thing or event which the Company could not reasonably be expected to prevent.
(2) the failure of any cables or wiring installed within the fabric of the Premises or buried underground prior to the start date;
(3) the activation of a circuit breaker which affects the power supply to any part of the Security System; or
(4) any other cause beyond the Company’s reasonable control
(5) You failing to follow the instructions or our recommendations given at any time for additions, repairs or any work required to the Security System.
(vi) The Company (on behalf of any of its group companies, its officers, directors or employees) exclude all liability and responsibility for any amount or kind of Loss /Damage that may result to You or a third party in negligence / other torts, contract or otherwise
(vii) Loss /Damage includes (without limitation) any direct, indirect, punitive or consequential loss or damages; any loss of income, revenue, business, anticipated savings, profits, data, wasted management /office time, goodwill, contracts, use of money.
(viii) Nothing herein shall exclude or limit the Company’s liability for death / personal injury caused by the Company’s negligence (as such term is defined by the Unfair Contract Terms Act 1977); the Company’s fraud or any liability which the Company cannot exclude or limit under applicable law.
13. Force Majeure
If either party is unable to perform its obligations (or able to perform them only at unreasonable cost) because of Force Majeure their performance of them is deemed to be suspended for the period that the Force Majeure event continues and will have an extension of time for performance for the duration of that period. Both parties will use their reasonable endeavours to bring the Force Majeure event to a close or to find a solution by which the obligations hereunder may be performed despite the Force Majeure event.
14. Damaged Goods
(a) You should report any damaged Security System immediately after purchase but no later than 7 days after delivery of the Security System supplied, or within 72 hours after discovery of the defect or failure. If delivery is accepted, and You do not notify the Company accordingly, You shall not be entitled to reject the goods and the Company shall have no liability for such damage, defect or failure, and You shall be bound to pay the Fee as if the Security System had been delivered in accordance with the Agreement.
(b) Where any valid claim in respect of any defect in the quality or condition of the Security System or its failure to meet specification is notified by You to the Company in writing in accordance with these Terms and Conditions, upon the return of the Security System at Your expense, the Company shall inspect the Security System and either the Company shall replace the Security System (or the part in question) free of charge or, at the Company’s sole discretion, refund You the Fee for the Security System (or a proportionate part of the Fee), but the Company shall have no further liability to You.
(c) No goods delivered to the Company will be accepted for return without the prior approval of the Company in writing on terms to be determined at the absolute discretion of the Company.
If You are a trader, acting in a commercial/ business or self-employed capacity, no right of cancellation exists.
16. Substitute Product
If, for any reason beyond the Company’s reasonable control, the Company is unable to supply a particular product, the Company shall notify You. If substitute of similar or equivalent is available You have the right to accept the product or cancel the purchase.
(a) Upon the occurrence of any of the following events and at the Company’s sole discretion this Agreement shall automatically and without notice terminate:
(i) If the apparatus or equipment used for the transmission of alarm signals is destroyed or so substantially damaged by fire or other catastrophe that the Company is reasonably unable to continue its service;
(ii) The death of You;
(iii) If any process of execution, distress or seizure shall be levied on or due against the Security System or any of Your real or personal property;
(iv) If You commit an act of bankruptcy or have a Receiving Order made against You or enter into any arrangement with Administrators or creditors;
(v)If You being a company shall pass a resolution for voluntary winding-up or if a Receiver shall be appointed over its assets or undertaking or any part thereof if it stops payment;
(vii)Your non-observance or non-performance of any of Your obligations as set out herein or in the Client Agreement;
(viii)If You are in arrears with any payment due hereunder for a period of twenty-one (21) days or more;
(ix) If the Company is unable to retain the connections for the transmission of alarm signals and in this case the Company shall not be under any liability to You by reason of such termination
(b) The termination of this Agreement however caused shall be Without Prejudice to any rights or remedies of the Company.
(c) If this Agreement is terminated by any occurrence of any of the events specified above, You shall forthwith pay to the Company the total of any Fees outstanding including (if applicable) all future Annual Maintenance Charges which would have been payable had this Agreement continued to the earliest date on which You could have terminated the Term.
18. Risk and Property
Risk of damage to or loss of the goods shall pass to You once the goods have been delivered to Your designated address or Premises. If You fail to take delivery of the goods, or fail to give the Company adequate delivery instructions, then the time of delivery of the goods shall be the time when delivery was attempted by the courier company used by the Company.
19. Waiver and Variations
No waiver or variation of these terms is binding unless made (or recorded) in writing; signed on behalf of each party and expressly stating an intention to vary these terms. A waiver by the Company of any default shall not constitute a waiver of any subsequent default or of such rights or remedies and shall not relieve You from compliance with such obligations.
The Company provides its services under the Supply of Good and Services Act, where the Company’s work is carried out at a reasonable time with reasonable care. Any goods the Company supplies shall be of satisfactory quality and fit for use. In the unlikely event a issue arises please contact the Company on email at firstname.lastname@example.org or write to the Company at 9 Yeoman Court, Ashford Road, Bearsted, Maidstone, Kent, ME14 4ND where we will use reasonable efforts to resolve the issue.
If any of these terms is determined by a court of competent jurisdiction to be illegal, invalid or otherwise unenforceable, it will not affect the enforceability of any other terms; it will be treated as so amended and that provision shall be severed from these Agreement and the remaining provisions shall continue in full force and effect.
Both parties acknowledge that, in entering into this Agreement, neither has relied on any representation, undertaking or promise given by the other or be implied from anything said or written in negotiations prior to such Agreement except as expressly stated herein. The only statements upon which You may rely in entering into such Agreement with the Company are those made in writing by someone who is the Company’s authorised representative and either contained in the Client Agreement and not withdrawn before the Client Agreement was signed; or which expressly states that You may rely on them when entering into this Agreement. Nothing herein affects or limits the Company’s liability for fraudulent misrepresentation.
23. Entire Agreement
This Agreement, represents the entire agreement between You and the Company and supersedes any prior agreement, understanding or arrangement between You and Company, whether oral or in writing.
24. No Partnership
This Agreement is not and shall not be deemed to constitute a partnership or a joint venture between the parties.
Any notice to be served hereunder shall be in writing and shall be deemed given when personally delivered or two (2) business days after being sent by pre-paid First-Class Post to the registered office of the Company party or to Your last known address or such other address as You last provided to the Company by written notice given in accordance with this provision
The Company is currently UKAS certified and NSI NACOSS gold accredited for burglar alarm CCTV and access control services as amended from time to time
You shall not be entitled to assign, transfer, charge or sub-contract any of Your rights or obligations hereunder
The Company shall be entitled to assign, transfer, charge or sub-contract all or any of its rights or obligations to third parties including but not limited to parent company’s or sub-contractors.
28. Third Parties
None of the terms of this Agreement are enforceable or are intended to be enforceable pursuant to the Contracts (Rights of Third Parties) Act 1999 by any party or person who is not a party to this Agreement.
29. Governing Law and Jurisdiction
This Agreement shall be governed by and construed in accordance with English law. Disputes arising in connection herewith shall be subject to the exclusive jurisdiction of the English courts.