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Terms And Conditions

TERMS AND CONDITIONS OF BUSINESS
1.DEFINITIONS

“THE COMPANY” is MTN Fire & Security Ltd, if applicable,
company number 9691329 Reg Office Cambridge House, 32
Padwell Road, Southampton SO14 6QZ, being the organisation
responsible for the design, installation, maintenance and/or
monitoring of the Installation which is the subject of this Contract,
sometimes referred to as “our” or “we” in these Terms and
Conditions.

“THE CUSTOMER” is the person or organisation being a
signatory to this Contract or authorising quoted works, sometimes
referred to as “you” or “your” in these Terms and Conditions.

“THE CUSTOMER” is the person or organisation being a
signatory to this Contract or authorising quoted works, sometimes
referred to as “you” or “your” in these Terms and Conditions.

“THE EQUIPMENT” is the equipment to be installed at the
Premises as set out in the System Design Proposal or accepted
quotation.

“THE PREMISES” are the premises set out in the System Design
Proposal or quotation at which the Installation will take place.

“THE INSTALLATION” is the installed system defined in the
System Design Proposal or quotation.

“INSTALLATION STANDARD” is the standard to which the
Equipment is to be installed and/or maintained, together with any
other formal requirements stipulated as a condition of the
regulatory body by which the Company is approved.

“SYSTEM DESIGN PROPOSAL” means the System Design
Proposal which defines the level of protection, surveillance or
access afforded by the security Installation. It is an integral part of
this Contract.

“QUOTATION” means the proposed price for the Equipment, its
installation and/or maintenance and monitoring as itemised in this
Contract.

“ALARM RECEIVING CENTRE” means a continuously
manned remote centre to which alarm activations and/or video data
are signalled and passed to the relevant response authority (eg
police, fire brigade, keyholder).

“HANDOVER DATE” means the date on which the Installation
is completed (notwithstanding that connection of any remote
signalling is outstanding) and the Handover Acceptance
Certificate has been signed.

“HANDOVER ACCEPTANCE CERTIFICATE” is the
certificate handed to the Customer on completion of the
Installation in accordance with 4(ii)

[“PREVENTATIVE MAINTENANCE” means the routine
inspection of the Installation to verify that it continues to function
in accordance with its System Design Proposal and to identify and
rectify any items found faulty, worn or in need of scheduled
replacement.]

[“CORRECTIVE MAINTENANCE” means the investigation
and repair of faults reported by the Customer, including false
alarms from intruder alarm systems.]

2.GENERAL

Acceptance of this Contract, signified by either the signature of
each party or acceptance of works quoted for, it includes
acceptance of the Quotation and these Terms and Conditions along
with any other requirements defined in the System Design
Proposal. For the purposes of interpretation, where the
requirements of the System Design Proposal conflict with any
clauses of these Terms and Conditions, the System Design
Proposal requirements shall take precedence.

3.COSTS

i) The Quotation may be revised if:
a) you want the work carried out more urgently than agreed,
or
b) you change the System Design Proposal, or
c) your Premises are in some way unsuitable for the
Equipment and this was not apparent from our original
survey or there are circumstances about which we should
have been made aware by you, or
d) there are any other special circumstances we were not
aware of when supplying our original Quotation, or
e) any other reason beyond our reasonable control including
without limitation any increase in costs or fees payable by
us to any third party in respect of the Equipment.
ii) All telephone line installation, rental and call charges are the
responsibility of the Customer.
iii) If you are late in paying us, we shall be entitled to charge
you interest at the rate of 4% per year over the base rate of
Barclays Bank plc from the due date until the date we receive
payment.
iv) If our labour or material costs increase after twelve months
from the Handover Date, we may give you two months’
notice of any increase in our annual maintenance charges.
v) The Installation is normally carried out during usual working
hours of 9.00am to 6.00pm Monday to Friday except
statutory holidays. Requests made by the Customer to install
outside these hours may incur additional charges.
vi) Unless otherwise agreed in writing, the Quotation does not
include additional work such as redecoration, carpet laying
or building work. Additional charges may be made if our
engineers are not provided with access to doors, shutters,
windows or any other areas where cables and Equipment
needs to be installed.
vii) Any Equipment forming part of the Installation which is not
sold to the Customer (and which is identified as such in the
System Design Proposal), such as signalling equipment or
firmware, shall remain the property of the Company and will
be maintained and/or replaced at the Company’s expense
unless such failure was attributed to any of the causes given
in 4 (v). Any Equipment which remains the property of the
Company shall be defined in the System Design Proposal.
We reserve the right to recover such Equipment on
termination of the maintenance contract.
viii) Ownership of the Equipment (as identified in the System
Design Proposal) shall not pass to the Customer until the
Company has received the payment of the sums due
pursuant to the Contract.
ix) Until ownership of the Equipment has passed to the
Customer, the Customer must:
a) hold the Equipment on a fiduciary basis as the
Company’s bailee;
b) not destroy, deface or obscure any identifying
mark or packaging on or relating to the
Equipment; and
c) maintain the Equipment in a satisfactory
condition and keep them insured on the
Company’s behalf for their full price against
all risks to the reasonable satisfaction of the
Company.
x) All sums payable by the Customer under this Contract will
be paid in full without any set off, deduction, counterclaim
or withholding of whatever nature.
xi) All amounts stated are exclusive of VAT and/or any other
applicable taxes or levy, which shall be charged in addition
at the rate in force at the date any payment is required from
the Customer.

4.COMPANY’S OBLIGATIONS

i) We agree to complete the Installation and hand it over in
good working order conforming to the Installation Standard
declared in the System Design Proposal. We will always
seek your agreement should changes to the System Design
Proposal be required during the Installation.
ii) When we commission the Installation, we will train you in
its operation. When you are satisfied with the Installation,
we will give you a Handover Acceptance Certificate to sign.
We will give you a certificate of conformity when the
Equipment has been paid for in full.
iii) If, within a period of twelve months from the Handover Date
(“Warranty Period”) you notify us of any defect or fault in
the Equipment and such defect or fault does not result from
you, or anyone acting with your authority, having interfered
with the Equipment or used it for a purpose or in a context
other than the purpose or context for which it was designed
or in combination with any other equipment not supplied or
authorised by us, we shall attend to the Premises and use our
reasonable endeavours to rectify any such default.
iv) Any repairs undertaken by us which are outside the
Warranty Period will be carried out at our discretion on a
time and materials basis.
v) The Company shall not be liable for the costs of any work,
repairs or replacement of Equipment which results from fire,
electrical power surge, storm, flood, accident, neglect,
misuse or malicious damage
v) The annual maintenance and remote monitoring facilities
commence upon the Handover Date and continue from year
to year upon payment of charges set out in the Quotation
until cancelled by either party in writing giving not less than
two months’ notice.
vi) Time shall not be of the essence for any times for when the
Installation is to be performed, whether given or agreed to
by the Company or for the length of time that the Installation
takes, whether specified in the Quotation or otherwise.

5.CUSTOMER’S OBLIGATIONS

i) You agree to give us and our workers full access to your
Premises to survey, measure, install, test and service the
Equipment. You also agree to provide an adequate
electricity supply for the Equipment to operate correctly. If
our work is interrupted or delayed because of a problem with
access, or the electricity supply is inadequate, we may make
an extra charge. We are not liable if completion is delayed
due to the unavailability of signalling transmission facilities
or other circumstances beyond our control. By signing the
Contract with us, you guarantee that you have full authority
to allow the Installation and no other consent is needed.
ii) You must not interfere with, or allow anyone else to interfere
with, adjust, service or attempt to repair or reset the
Equipment at any time.
iii) If the Equipment activates to the Alarm Receiving Centre,
you need to let us know as soon as possible. If the
Equipment needs to be reset, we may charge you at our usual
rates then in force.
iv) You will need to let us know in advance if any third party
intends to carry out work on the telephone lines within your
Premises, as this may affect the Equipment’s effectiveness.
v) The Equipment does not belong to you until it has been paid
for in full. If you do not pay the balance of the charges when they are due, we have the right to remove the Equipment
from your Premises without notice. By signing the Contract
with us, you irrevocably authorise us to enter your Premises
to remove the Equipment if payment remains outstanding.
vi) If you cancel the Contract less than four days before
Installation, we may charge you for any Equipment we have
bought for your Premises without prejudice to the rights we
have to recover damages for breach of contract.
vii) If the Equipment is connected to an Alarm Receiving Centre,
it is your responsibility to make sure that the telephone line
or internet is working properly and the account correctly
maintained.
viii) You need to notify us of any change in the layout of your
Premises, as this may affect the effectiveness of the
Equipment to detect movement or intrusion.
ix) You agree to permit the Company’s staff and representatives
of its regulatory body (only whilst accompanied by the
Company’s staff) access to the Installation for the purposes
of maintenance or inspection.
x) You shall use your best endeavours to ensure that the
Premises in which our employees or agents may have to
enter are safe and without risk for them. All known risks
must be clearly identified and marked by you and made
known to us in advance.

6.MAINTENANCE, SERVICE AND MONITORING

i) In return for payment of the maintenance charge as set out in
the Quotation, the Company will maintain the Installation in
accordance with the installation standard and respond to
your emergency calls for assistance. If your Equipment is
installed to PD6662 (or its successor,) our response to
emergency calls will be within four hours of your request, or
before the Equipment needs to be set, unless mutually agreed
otherwise.
ii) If we have to attend the Premises, or repair the Equipment
between routine maintenance visits, we will make a charge
at our usual rates unless the work is covered by Clause 4 (iii).
iii) The annual maintenance charge does not include charges for
replacement parts or batteries, which will be charged in
addition to the annual charge.
iv) Where the Installation is monitored by an Alarm Receiving
Centre for direct response by emergency services (eg police
or fire brigade), it shall be a condition of such monitoring
that an annual contract for Routine Maintenance exists
between the Customer and the Company. Routine
maintenance visits shall be undertaken by the Company as
defined in the Installation Standard or this Contract.
v) The company reserves the right to hold necessary personal
data either written or electronic to perform its contracted
duties in line with its GDPR policy.
vi) The customer agrees to or authorises the following
engineering settings. Access to the security equipment via
the company’s engineer code or remote access via the
internet, to support the security system independently of the
customer. The walk test led’s will remain active unless
request is made to disable them.

7.LIABILITY

i) Nothing in this Contract will exclude or limit the liability of
either party for death or personal injury resulting from the
negligence of that party or any of its officers, employees or
agents
out of the Installation or any of the provisions of this
Contract or otherwise, suffered by the Customer or any third
party and the Customer will indemnify the Company in
respect of any claim by any person in respect of such loss.
ii) The Company will not be liable for any loss of profits,
business opportunity, goodwill and any other indirect or
consequential loss howsoever arising and whether arising
iii) Subject to 7(i), the Company’s total liability arising in
connection with the performance or contemplated
performance of the Installation will not exceed the aggregate
of the charges paid by the Customer to the Company under
this Contract.
iv) This clause 7 sets out the full extent of the Company’s
liability in respect of the performance of the Company under
the Contract and any condition, warranty, representation or
term which might otherwise be implied into or incorporated
into this Contract, whether by statute, common law or
otherwise, is hereby excluded to the fullest extent permitted
by law.
v) Although the Installation is designed to detect or deter
intrusion and reduce the risk of loss or damage, the Company
does not represent or warrant that the Installation may not be
neutralised, circumvented or otherwise rendered ineffective
by unauthorised persons and in such event the Company
shall not be liable for any loss or damage suffered by the
Customer or other unauthorised persons.

8.TERMINATION

i) Either the Customer or the Company can terminate the
Contract by giving not less than two months’ written notice.
ii) The Company may terminate this Contract immediately by
written notice to the Customer if:
a) the Customer commits a material breach of the Contract
which is incapable of remedy or, if capable of remedy,
has not been remedied within 28 days from the date of
receipt of notice by the Company specifying the breach
and requiring its remedy; or
b) if the Customer is in arrears with any payments due for
a period in excess of 30 days. This will not prejudice
the Company’s right to reclaim any payments
outstanding from the Customer. In such circumstances,
seven days notice of cessation of any remote
monitoring will be given by the Company; or
c) the Customer becomes or is declared insolvent or
convenes a meeting of its creditors or makes or
proposes to make any arrangement or composition with
its creditors or becomes subject to any other insolvency
procedure in any jurisdiction or (without prejudice to
the generality of the foregoing) an administrator,
liquidator, an administrative receiver, a receiver,
manager, trustee, custodian or analogous officer is
appointed in respect of all or any part of its property,
undertaking or assets (or in the event that the Customer
is not a body corporate anything analogous to such
events occurs).
iii) In the event that the maintenance contract is terminated, the
Company shall be provided with access to recover any
Equipment and/or firmware which did not belong to the
Customer but was rented from the Company.
iv) The Customer will make full payment to the Company of all
amounts owing on termination within 30 days of
termination.

9.FORCE MAJEURE

The Company will not be liable for any delay in performance or
failure to perform its obligations in respect of the Installation if
such delay or failure results from circumstances beyond the
Company’s reasonable control and the Company shall in such
circumstances be entitled to a reasonable extension of time for the
performance of such obligations.

10.APPLICABLE LAW

This Contract is governed by and shall be construed in accordance
with the laws of England and Wales and each party irrevocably
agrees that the courts of England and Wales shall have exclusive
jurisdiction to hear and determine any suit, action or proceedings,
and to settle any disputes, which may arise out of or in connection
with this Contract and, for such purposes, irrevocably submits to
the exclusive jurisdiction of the courts of England and Wales.

11.RIGHTS OF THIRD PARTIES

Pursuant to section 1(2) of the Contracts (Rights of Third Parties)
Act 1999, the parties intend that no term of this Contract may be
enforced by any person who is not a party to this Contract pursuant
to section 1(1)(a) of such Act.

12.NOTICES

All notices which are required to be given under this Contract will
be in writing and sent to the address of the recipient as set out in
the Quotation or such other address as the recipient may designate
by notice given in accordance with the provisions of this clause.
Any such notice may be delivered by hand or first class pre-paid
letter or facsimile or electronic transmission and shall be deemed
to have been served if by hand when delivered, if by first class post
48 hours after posting and if by facsimile or electronic
transmission, upon the expiration of 12 hours after despatch. To
prove the giving of a notice or other document it shall be sufficient
to show that it was despatched.