THE CLIENT’S ATTENTION IS DRAWN IN PARTICULAR
TO THE PROVISIONS OF CLAUSE 8, 9 & 10
Sections in Italic or listed as “Business Customers Only” are to be read by business customers only and not consumers
S3 Security Services shall supply equipment and Services as requested by you in accordance with these Terms and conditions.
In this Agreement, the following words have the following meanings:
You or Customer means our client being a business or individual to whom we supply equipment and services to.
We, Us, Our means S3 Security Services Limited (registered in England under number 6012775) whose registered office address is 12 Lawrence Close, Cranage, Cheshire, CW4 8FA;
Consumer means an individual (rather than a company) who, in entering into this agreement is acting for purposes which are outside their business, trade or profession Confidential Information means any information which you disclose to us which is confidential including without limitation, knowledge of your security systems and information relating to personal information of you, your keyholders, your, finances and business affairs;
System means the equipment, parts & Installation services we provide to you & any existing component or cable which we incorporate into the system;
Site means the place where the system is installed being your property, place of residence, or business premises.
Keyholder means A person or third party you have chosen to hold the keys to your Site and to go to your Site if we tell them that the Alarm Receiving Centre has received a signal from the System.
Routine Inspection means the inspection of the system to its relevant standards carried out at the required frequency.
Budget Estimate means the estimation of costs for the goods and services or system System Design Proposal means the document specifying the equipment, system design and services provided.
As Fitted Specification means the final specification of the system as it was when installed or last amended by us
S3 Security Services: means S3 Security Services Limited, 12 Lawrence Close, Cranage, Cheshire, CW4 8FA
Company Registration number 6012775.
CHARGES: Any or all of the charges/fees to be paid by the You to S3 Security Services for the provision of the goods and services pursuant to this agreement and any charges referred to in the Order Form.
DOCUMENTATION: Any specifications, technical manuals, user instructions or any other documentation supplied by S3 Security Services.
EQUIPMENT: Any equipment supplied by S3 Security Services to the customer.
ORDER: means the Budget costing or quotation or system design proposal or such other document including General Notes that has been Signed by You or Indicated by email that you want to proceed with which we have accepted as an order, which describes the Equipment and Services to be provided.
PROPER USE: the use of equipment strictly in accordance with Manufacturer Documentation and/or any instructions and/or recommendations notified by us. SERVICES: means any and all of the Services that the we have agreed to provide including but not limited to installation & commissioning, takeover and routine inspections detailed in the order.
CUSTOMER FACILITIES: all hardware, software, ancillary equipment, infrastructure, storage and other facilities owned or controlled by the Customer.
DELIVERY ADDRESS: the address stated on the Order to which the equipment is to be delivered to.
WORKING Hours: means 09:00 to 17:00 Monday to Friday but excluding public holidays in the United Kingdom recognised by the Supplier.
2.0 The Order Process – ALL CUSTOMERS
2.1 we provide budget estimates for all customers which provide a summary of the equipment & services we will supply should you place an order.
2.2 Once a Budget Estimate has been accepted we will provide you with a System Design Proposal, this will detail the exact components we will supply and how they will make up the system together with any existing components. You will need to Sign and return this in order to proceed to installation.
2.3 We will book in the installation with you on a suitable day(s) to both parties. We will order the equipment from our suppliers and any 3rd party services which may be required to complete the installation. You will also need to pay any deposits required by us.
3.0 DELIVERY AND INSTALLATION- ALL CUSTOMERS
3.1 Delivery and installation of the Equipment shall be made at the Delivery Address.
3.2 S3 Security Services shall use all reasonable endeavours to deliver or install Equipment upon any Installation date indicated in an Order or as soon thereafter as is possible. If delivery will be before or after the delivery date indicated in the Order Form S3 Security Services will use their reasonable endeavours to give the Customer not less than 24 hours’ notice of the actual delivery date.
3.3 Upon delivery the Customer shall make available to S3 Security Services (or S3 Security Services delivery agent) free of charge such labour and equipment as is required to effect delivery and
installation of the Equipment at the Delivery Address. Upon completion the Customer shall be solely responsible for the removal and disposal of all packing cases and other containers in which Equipment was delivered and upon completion the Customer shall be solely responsible for cleaning and making good the premises.
3.4 Unless the Customer notifies S3 Security Services in writing within 7 days of delivery or installation of the equipment of a material fault of the Equipment, the Customer shall be deemed to have accepted the Equipment. The Customer agrees that 7 days is a reasonable period for inspecting the Equipment and testing the same for any material faults.
3.5 Once the Installation of the system has been complete, we will complete an As Fitted Specification document and send it to you, it will detail any variation to the specification we have made during the installation and any additional items we have used. We will provide you any Documentation and user manuals you require and show you how to operate the system in accordance with the manufacturers recommendations. We will also ask you to sign the Acceptance Certificate and Handover Checklist.
4.0 PAYMENT – ALL CUSTOMERS
4.1 In consideration of S3 Security Services Supplying Equipment and Services, the Customer shall pay to S3 Security Services the Charge’s subject to this Agreement.
4.2 Payment of sums due from the Customer to S3 Security Services shall be made immediately unless otherwise indicated on the Invoice.
4.3 Charges expressed are exclusive of vat unless otherwise indicated.
4.4 In the event of non-payment of any of the sums due within the prescribed period S3 Security Services reserves the right to charge interest on the outstanding amount at the rate of 5% above the Bank of England base rate per month calculated on a daily basis until such time as payment is made.
4.5 We reserve the right to use a 3rd Party Dept. collection company to aid in the retrieval of any monies owed.
5.0 What You Must Do – All Customers
5.1 The Customer shall:
5.1.1 ensure that its employees or other independent Contractors co-operate reasonably with S3 Security Services and its employees.
5.1.2 take all reasonable steps to ensure the Health and Safety of our employees, agents or Independent contractors.
5.1.3 Provide us with such information (including without limitation contact information of key holders or required passwords) and documents as requested by S3 Security Services;
5.1.4 Pay all charges invoiced by us;
5.2 Ensure that adequate electrical power is supplied to the system;
5.3 Store and maintain Equipment in accordance with its Documentation;
5.4 shall obtain and pay for any such licenses, way leaves, suitable internet connections, Electrical connections or any other items necessary for the operation of the system.
5.5 Inform us of any hidden service, water pipe, or electrical cable prior to installation
5.6 Allow us to diagnose and put right any malfunction in equipment occurring within 12 months of installation.
5.7 Allow us remote access to any system to allow us to monitor and diagnose any faults which may or may not occur.
6.0 RISK AND OWNERSHIP OF EQUIPMENT ALL CUSTOMERS
6.1 Risk in Equipment shall pass to the Customer upon delivery. It is therefore your responsibility to adequately secure and insure any equipment that title has not yet passed to you.
6.2 In respect of Equipment sold to the Customer, title to the Equipment shall not
pass to the Customer until the date that Charges (and any additional sums payable by the Customer pursuant to this Agreement) and value added tax thereon have been paid in full to S3 Security Services.
7.0 What You Must Not Do – All Customers
7.1 The Customer must not share any budget estimate, system design proposal or Quotation with any other party without prior permission.
7.2 You must not part with possession of any of Our Equipment or do anything which may affect our ownership of Our Equipment.
7.3 Hold us liable for any default or malfunction of a component part or shortfall of any
3rd party, or interruptance or discontinuation of any 3rd party service.
7.4 Subject to clause 5.5, hold us liable for any damage or property or interruption of service, inadvertently caused by us when you have not informed us of such service
8.0 Our Warranty – All Customers
8.1 Our Warranty covers the repair of faults and replacement of parts in the System free of charge within 12 months from the installation date.
8.2 The Warranty in condition 8.1 does not apply to equipment or cabling previously installed at your Premises, which make up part of the system.
8.3 Our 2 Year or 3 Year Warranty which is offered on some systems covers for the subsequent months of 12 and 24 months respectively, after the initial 12 months from the installation. Subject to the system has been serviced by us, by means of a routine inspection at the specified interval. The extended period covers only the following (a) equipment supplied by us on a return to manufacturer basis. (b) Call outs to diagnose a hardware failure.
8.4 The warranty does not include faults caused by the following: (a) Incorrect adjustment or positioning by you or others of CCTV cameras, safety sensors, video settings and detectors. (b) Consumable items of all kinds failing. Consumables are items
with a limited life such as batteries, lamps, signs, hard drives, nylon rollers, or any item that can be used once only. (c) Any changes to your internet or telecoms Service or router. (d) any carriage charges or reinstallation charges of any failed component or consumable.
8.5 You must ensure that only S3 Security Services personnel are permitted to maintain, service or carry out any adjustments to the Equipment, failure in this will result in any warranty becoming void.
9.0 CANCELATION- All Customers
9.1 If the Customer seeks to cancel the Order within 14 days of the date of the Order No cancellation fee is due and any money already paid will be refunded, subject to clause 9.3 9.2 If you cancel the order after 14 days from the date of the order but prior to installation a cancellation fee equivalent to 30% of the total fees due is payable immediately.
9.3 If you have asked us to commence with the order prior to 14 days and subsequently cancel the order, any of the installation services or ordering of equipment and 3rd party services have commenced, any labour charges and restocking fees which we may incur will be payable by you.
10.0 OUR LIABILITY TO YOU All Customers
10.1 Only you know the value of your Site, your property and contents and the importance of your personal safety. we are not and cannot be an insurer of you, your Site or its contents, and our charges are in no way related to their value. The fire and security industry are unique in regard to the relatively low cost of the Services and the high values which can be at risk. For this reason, we limit the amount of our liability for loss caused by our negligence (except where our negligence causes death or personal injury) This clause sets out the entire financial liability of us (including any liability for the acts of our employees, agents and sub-contractors) to you in respect of the total amount payable by us will not be more than £50,000 for:(a) any breach of this Agreement; (b) any representation, statement or admission of negligence arising under this Agreement.
10.2 Subject to clause 10.1, we shall not be liable to you or any other person for: (a) Any defect in., poor quality of, unavailability, interruption or discontinuance of the Services or any website or mobile app or telephone number unless otherwise agreed in writing; (b) loss of property profits or loss of business or depletion of goodwill and/or similar losses or loss of anticipated savings or loss of goods or loss of contract or loss of use or loss or corruption of data or information costs, damages, charges or expenses; 10.3 Nothing in this Agreement limits or excludes the liability of the us:(a) for death or personal injury resulting from its negligence; or (b) for any damage or liability incurred by the you as a result of fraud or fraudulent misrepresentation by us.
10.4 Nothing in this agreement excludes your statutory consumer rights if you are a consumer.
11.0 CONFIDENTIALITY AND DATA PROTECTION (GDPR) ALL Customers
11.1 The Customer agrees not to disclose to any third parties any confidential information without the prior written consent of a Director from S3 Security Services and to disclose it only to its employees that need to know it and to use it exclusively for the purposes contemplated by this Agreement. This clause shall not apply to information that the Customer can prove that the information is in the public domain other than by the Customer’s breach; or already had in its possession prior to obtaining this information from the supplier; or A third party subsequently disclosed to the Customer free on disclosure and use.
11.2 The Customer may disclose confidential information if required to do so by law, or other Regulatory Authority, but only to the extent of the relevant requirement.
11.3 We will collect from you, securely hold and share personal information which you give to us such as your name, address and telephone numbers in order to provide the equipment and service of this agreement, our policy for how we handle this information can be found in our policy for GDPR available on our website www.s3securityservices.com
12.0 CONDITIONS AND SCOPE OF AGREEMENT – Business Customers ONLY
12.1 The Agreement shall be on these conditions to the exclusion of all other terms (including any terms or conditions that the Customer purports to apply under any purchase order, confirmation order, specification or other documentation).
12.2 No terms or conditions endorsed on, delivered with or contained in the Customer’s purchase order, confirmation order, specification or other document shall form part of Agreement simply as a result of such document being referred to in the Agreement.
12.3 These Conditions apply to all S3 Security Services sales and any variation to these Conditions and any representations about the Equipment or Services shall have no effect unless expressly agreed and signed by a Director of S3 Security Services.
12.4 Each order or acceptance of a quotation or any use of the Services provided or payment for the Services is deemed acceptance of these terms and conditions.
12.5 In Consideration of the payment by the Customer of the Charges and any other sums due from the Customer, S3 Security Services shall supply the Equipment and/or services as described in the order. The Agreement will be binding when signed by a Director or such other authorised person from S3 Security Services.
12.6 S3 Security Services shall carry out its obligations under this Agreement with the reasonable care and skill of a reasonably competent Fire & Security installer.
12.7 Unless expressly agreed in writing by S3 Security Services the time for performance of any obligation by S3 Security Services shall not be of the essence of this Agreement.
12.8 The Customer acknowledges that S3 Security Services will supply the Equipment and services at the request of the Customer and that it’s the Customers responsibility to determine whether the Equipment and services are suitable for its requirements.
13.0 CUSTOMER FACILITIES: Business Customers ONLY
13.1 The Customer shall test Customer Facilities and ensure that they are complete, in good working order and ensure that all specifications are not less than the minimum determined by S3 Security Services.
13.2 S3 Security Services will advise the customer in writing if for the purposes of supplying the services contained on the order, the Customer Facilities are not suitable and what necessary steps are to be taken by the Customer to make the Customer Facilities suitable. 13.3 The Customer shall use their reasonable endeavours to complete any of the works notified by S3 Security Services at each location within 7 days of notification.
13.4 S3 Security Services may perform repeat inspections (and the procedure outlined in clause 13.2) until S3 Security Services are satisfied the Customer Facilities are suitable.
14.0 FORCE MAJEURE - BUSINESS CUSTOMERS ONLY
14.1 Neither party shall be liable in damages or have the right to terminate this Agreement for any delay or default in performing hereunder if such delay or default is caused by conditions beyond its control including, but not limited to Acts of God, Government restrictions (including the denial or cancellation of any export or other necessary license), wars, insurrections and/or any other cause beyond the reasonable control of the party whose performance is affected.
14.2 Neither party shall be liable for any failure or delay in performance under this Agreement (other than for delay in the payment of money due and payable hereunder) to the extent said failures or delays are proximately caused by causes beyond that party's reasonable control and occurring without its fault or negligence, including, without limitation, failure of suppliers, subcontractors, and carriers, or party to substantially meet its performance obligations under this Agreement, provided that, as a condition to the claim of non-liability, the party experiencing the difficulty shall give the other prompt written notice, with full details following the occurrence of the cause relied upon.
15.0 COMMUNICATION Business Customers ONLY
15.1 Notices must be written and delivered either by hand or by first class prepaid post. The address for service on the Supplier (subject to any change notified by the Supplier) is: The Managing Director, S3 Security Services Limited, 12 Lawrence Close, Cranage, Cheshire, CW4 8FA. The Address for the Customer is set out on the front page of the order or the latest invoice whichever is the most recent.
15.2 Notice will be deemed served by hand delivery on the next working day and by first class post by two working days after posting provided evidence can be given that the envelope was correctly addressed and has not been returned to sender.
16.0 EXCLUSIONS All Customers
16.1 we may order certain goods and services from third parties on behalf of the you in connection with this Agreement; and your agree that we shall not be liable in respect of any failure by such third parties to supply such goods and services and the Customer shall be solely responsible for pursuing any available remedies against the third parties.
17.0 IP RIGHTS - Business Customers Only
17.1 The Customer acknowledges that any and all of the IP Rights subsisting in or used in connection with the Equipment and Services shall be and shall remain in sole property of S3 Security Services or such other party as may be identified therein or thereon, and the Customer shall not at any time dispute such ownership.
17.2 In the event that new inventions, designs or processes evolve in performance of or as a result of this Agreement, the Customer acknowledges that the same shall be the property of S3 Security Services unless otherwise agreed in writing with a director S3 Security Services.
18.0 GENERAL – All Customers
18.1 Any terms proposed by You that are not written in these Terms and Conditions shall be invalid. Subject to clause 12.2 each party acknowledges that, in entering into this Agreement, it does not do so on the basis of, and does not rely on, any representation, warranty or other provision except as expressly written in this Agreement and, that its only remedy can be for breach of contract.
18.2 S3 Security Services reserves the right to increase the charges payable in respect of Equipment to reflect any increase in the cost to S3 Security Services which is due to any factor beyond S3 Security Services control (such as, without limitation, any foreign exchange fluctuation, currency regulation, alteration of duties) provided that S3 Security Services gives written notice to Customer at any time
18.3 The Supplier may at any time change this Agreement without the prior agreement of the Customer. This Agreement in its most current format is available at http://www.s3securityservices.com.
18.4 The Supplier may transfer or assign its rights and obligations to any of its associated companies and may subcontract any of its obligations. The Customer may not transfer, assign, sub-licence or sub contract any rights, licences or obligations under this Agreement without the prior written consent of S3 Security Services.
18.5 English Law shall govern the validity, construction and performance of this Agreement and the parties submit to the exclusive jurisdiction of the English Courts.