Terms & Conditions
PART 1 – DEFINITIONS
In these Terms and Conditions the following expressions will have the following meaning unless inconsistent with the context.
1.1 ‘Customer’ The purchaser of the Services/Goods named on the contract.
1.2 ‘Adept’ means Adept Security Systems Limited of 1 Pendeford Place, Pendeford Business Park, Wolverhampton,WV9 5HD (Co Number: 3231010)
1.3 ‘Contract’ Any contract between Adept and the Customer for equipment or supply of Services formed in accordance with Part 2 and incorporating any Order Form (as defined below) and these Terms & Conditions.
1.4 ‘Equipment’ Any equipment that Adept supplies or maintains as part of the Services to the Customer detailed in technical performance specification or the formal quotation.
1.5 ‘Business Day’ any day other than a Saturday or Sunday or a Public or Bank Holiday in England.
1.6 ‘Normal Working hours’ During the time of 8.30 am to 5pm GMT
1.7 ‘Terms & Conditions’ The standard terms and conditions of sale set out in this document together with any special terms agreed in writing between the customer and Adept.
1.8 ‘Services’ Any service that Adept is contracted to provide under the terms of this contract.
PART 2 – FORMATION
2.1 Subject to the variation set out in term 1.7 this Contract will be upon these Terms & Conditions to the exclusion of all other Terms & Conditions.
2.2 Each order whether on the System, Maintenance, Monitoring & Keyholding Contract, an Order Form, a Customer purchase order or an email order shall be interpreted in accordance with these Terms & Conditions or acceptance of a quotation for Goods or Services will be deemed to be an offer by the Customer to purchase Services upon these Terms & Conditions and no terms of the Customer shall apply. The System, Maintenance, Monitoring and Keyholding contract forms a contract upon signature acceptance by the customer and commences as soon as this is accepted by Adept. Subsequent works carried out to the system under verbal or written instruction by the client fall under these Terms & Conditions.
2.3 Commencement of the performance of Services, or Supply of Goods will be deemed conclusive evidence of the Customers’ acceptance of these Terms & Conditions.
PART 3 – SERVICES
3.1 Adept will use all of its reasonable endeavors to perform each of the Customers orders for its Goods and or Services within the time agreed or set out in a schedule when the Customer places the order or prior to commencement of works and, if no time agreed, then within a reasonable time, but the time of the performance will be not of the essence. If despite those endeavors, Adept is unable for any reason to fulfill any performance on the specified date, Adept will be deemed not to be in breach of this contract, nor (for the avoidance of doubt) will Adept have any liability to the customer for direct, indirect or consequential loss (Of which includes, without limitation, pure economic loss, loss of profits, loss of Business or depletion of goodwill) howsoever caused as a result of negligence by any delay or failure in performance except as set out in this condition. Any delay in performance will not entitle the customer to cancel the order.
3.2 The company and its contract are bound by the rules of England and Wales.
3.3 The company reserves the right to assign all or any of its rights or obligations under this agreement through sub-contractors.
3.4 The Installation, Takeover, Commissioning, Maintenance and emergency call out service shall be carried out in line with current British Standards as required.
3.5 If the Customer requires an addition or variation to the works defined in the contract then this shall be set out in writing and chargeable separately.
3.6 All services are quoted based on them being conducted within normal working hours, during normal working days unless otherwise agreed in writing, In the event you wish for any services to be carried out outside of these parameters an additional charge will be Bourne.
3.7 Following an Installation or Take over completion any defects found by the client are to be reported to Adept in writing within 14 days.
PART 4 – MAINTENANCE
4.1 The level of maintenance cover detailed on your System Maintenance, Monitoring and Keyholding contract relates to the Maintenance cover and emergency call out cover provided to you through the term of this contract, following the maintenance term set out on the System Maintenance, Monitoring and Keyholding contract your maintenance contract will continue on a 12 month rolling basis.
4.2 The maintenance charge is based on costs ruling at the date here of. The Company may increase this charge at any time after a period of twelve months from the start of this contract.
4.3 Your request for an engineer to attend your system due to a fault is considered your authorisation for us to repair the fault where possible during this attendance, if subsequent works are to be carried out to repair the fault a quotation will be issued following the initial emergency attendance, where a defect arises on the system it is the Customers responsibility to inform Adept of this defect as soon as is practicably possible.
4.4 All levels of Maintenance cover provide you with the number of maintenance visits detailed on the contract along with the provision of a call out engineer at your verbal/written request.
4.5 Standard Maintenance cover – Under this cover all parts, labour and callout fees are chargeable for the works carried out during the emergency call out and subsequent works carried out to the repair the system.
4.6 Advanced Maintenance cover- labour and the callout fees for the emergency callout are included and will not be chargeable, any parts used on the emergency visit will be chargeable.
4.7 Premier Maintenance cover – labour, call out and parts are included in this contract and none will be chargeable for the emergency engineer visit made.
4.8 Exclusions – For the avoidance of doubt parts, labour and call out fees are not included in a cover above for the following items or situations:
- Any control and Indicating equipment e.g DVRs/NVRs along with the ancillary devices associated with the indicating equipment for example PSU’s and Hard Drives.
- Any Fault that is as a result of Storm, Malicious or Accidental Damage howsoever caused.
- Any Fault that is the result of 3rd party interference.
- Any repair that requires further labour/parts required as a result of the manufacturer becoming liquidated or a product on the system becoming discontinued or obsolete.
- Any works or repairs that are required to the system as a result of the breakdown of equipment not covered under this contract.
- Any PCs supplied by Adept.
PART 5 – MONITORING
5.1 The Monitoring contract will roll on an annual basis based on costs ruling at the date hereof. The Company may increase this charge at any time after a period of twelve month from the start of this contract.
5.2 Following the Monitoring term set out on the System Maintenance, Monitoring and Keyholding contract your Monitoring contract will continue on a 12 month rolling basis.
5.3 The monitoring of the system detailed in the Technical Performance Specification and/on the Contract is carried out by a 3rd party NSI Gold monitoring station, Although Adept endeavour to use a reputable and reliable monitoring station we hold no responsibility for any negligence howsoever caused of any 3rd party monitoring station, Adepts responsibility is to carry out administrative duties on the Customers behalf under the Customers instruction. We can facilitate any communication between both parties however the Monitoring station remain responsible for the service provided.
PART 6 – KEYHOLDING
6.1 The Key holding service to your site will commence on the date detailed on the System Maintenance, Monitoring and Key holding contract and is payable annually in advance.
6.2 The Key holding contract will roll on an annual basis and is based on costs ruling at the date hereof. The Company may increase this charge at any time after a period of twelve month from the start of this contract.
6.3 We shall do our utmost to attend alarm calls in the shortest time possible. However, we cannot be held responsible for any loss or damage caused to any persons or property howsoever caused due to delay in our arrival onsite.
6.4 Adept does not undertake to hold relevant documentation such as patrol records, incident reports, visit reports or any other records for more than 12 months from the date of which the service was provided.
6.5 All Alarm Responses/Call outs made to the customer’s premises under this contract will be invoiced in arrears and payable under our standard payment terms.
PART 7 – CUSTOMERS OBLIGATIONS
7.1 The Customer shall be responsible for all necessary consent for the installation of the system and shall give to the Company access to the premises at all reasonable times for the purpose of doing anything which the Company is entitled to do under the terms of this contract.
7.2. Where a remote monitoring link is incorporated into the system it is the Customer’s responsibility to provide the telephone link in order for us to connect the monitoring of the system.The Company accepts no responsibility for any delays caused by the Customer.
7.3. The Customer agrees to pay all telecom charges as may be made for connection of any devices to enable the system to operate via telephone network.
7.4. Shall not allow any person access to the system, other than a Company representative bearing the Company identification and authorisation of access. 7.5. Shall notify the Company forthwith (confirming such in writing) of any deficit appearing in the system and shall permit the Company to take such action as it shall consider necessary to rectify/remedy such defect.
7.6. Shall pay the emergency service charge, from time to time in force, of any visits requested by the Customer other than preventative maintenance visits in accordance with the relevant maintenance schedule.
7.7 The Customer shall be responsible for the insurance of and replacement costs of any equipment damaged or stolen however caused during installation and the term of this contract.
PART 8 – ADEPTS OBLIGATIONS
8.1 The Company has no special knowledge of the nature and value of the contents of the premises in which the system is to be installed or the nature of the risks to which the premises and their contents will from time to time be exposed. The Company therefore limits its liability as set out below.
8.2 Although the system may be designed to reduce the risk of loss and/or damage the Company does not represent or warrant that the system may not be neutralised, circumvented or otherwise rendered ineffective by Intruders or other unauthorised persons and in such event no liability shall attach to the Company in respect of any loss or damage sustained by the subscriber howsoever caused.
8.3 The Company shall not be liable in respect of any loss or damage sustained by the subscriber arising from burglary, theft, robbery, breaking and entering, malicious damage, riot or commotion or any unauthorised entry where the same is due to the failure of the system function or to function correctly or to any inadequacy in the design, installation or construction of the system howsoever caused.
8.4 The Company shall not be liable in respect of consequences or financial loss or damage howsoever caused.
8.5 If, not withstanding conditions 8.2 to 8.4 hereof, liability is attached to the Company in respect of loss or damage howsoever caused and arising from burglary, theft, robbery, breaking and entering, malicious damage, riot or commotion or any unauthorised entry, that liability shall be limited to the total amount (excluding VAT) of the 12 months maintenance costs or the sum of five hundred pounds whichever is the greater. The Customer agrees to indemnify the Company in respect of any such liability incurred by it to the third parties in excess of the said total amount. If the Customer wishes to increase the maximum amount of such limitation of liability the Customer may obtain from the Company a higher limit of liability to be agreed with the Company upon payment of such additional amount as the Company shall require.
8.6 For the purpose of thisContract and these Terms & Conditions the expression (howsoever caused) shall include negligence on the part of the Company, its servants or agents and the expression (loss or damage) shall include a liability to indemnify third parties.
8.7 In the case of a Customer transaction these Terms & Conditions are not intended to prejudice any terms implied by statue as to the quality of the fitness as to a particular purpose of any goods and shall of no effect on such transaction inconsistent therewith.
8.8 Adept reserve the right to amend these Terms & Conditions from time to time, a change in Terms will not give rise to a right to cancel this contract.
PART 9 – PAYMENT
9.1 The cost of installation may be payable in stages of the installation, 33% on acceptance of order to be paid prior to commencement of the installation, stage payments throughout the installation and remainder on completion. The cost of additions to or alterations or extensions of the system shall be paid for on completion thereof.
9.2 The maintenance / monitoring / keyholding charge is to be paid annually in advance, commencing on the date of completion of the installation / handover.
9.3 All emergency service calls are to be paid on invoice, in the event credit is not offered a proforma invoice will be raised for the initial call out fee.
9.4 All goods and services quoted are excluding VAT.
9.5 All goods and services payment terms strictly 30 days.
9.6 The Company shall be entitled to withhold delivery of system p.i.n.numbers/keys/NSI Certificates to the system until payment is received in full in line with these terms.
9.7 In the event of delayed payment Adept reserve the right to apply interest daily. In the event of late payments the customer remains liable for all costs incurred.
9.8 Any discounts offered at the point of sale will also be chargeable in the event of late payment.
9.9 In the event of the customer making default in payment of any of the charges herein or committing any breach of the provision of this Contract the Company may in its absolute discretion immediately terminate this Contract whereupon all obligations and liability on the part of the Company here under shall immediately cease without prejudice to right action or remedy of the Company to recover any sum due owing under the terms of this Contract at the date of such determination.
PART 10 – WARRANTY
10.1 Any new equipment installed by us Adept Security Systems Limited within the technical performance specification shall carry one year’s manufacturers’ warranty (unless otherwise confirmed in writing) from the date of completion of installation, with replacement costs of parts and labour to be free of charge for the products falling under warranty. Warranty is only applicable in the event a current maintenance contract is in place with Adept.In the event a part is found to be defective as a result of storm/malicious/ accidental damage howsoever caused and or 3rd party interference in all instances, this will not be covered under the warranty. Warranty will not be offered in the event the manufacturer of the replacement part required becomes liquidated or has discontinued a product affecting compatibility with the system.
PART 11 – CANCELLATION
11.1 Maintenance & Monitoring Cover – If the Customer wishes to cancel the Maintenance cover they must provide written cancellation and the full value of the contract over the full term becomes due, For avoidance of doubt if you wish to cancel within the initial contracted period of 1,3 or 5 years the whole value of this term becomes payable, If you wish to cancel during the rolling 12 months the full 12 months becomes due. 3 months’ notice must be given before the end of the contracted period. No refunds will be given on any advanced payment received. The same applies in the event the Customer gives rise to a breach of contract and Adept consequentially has to terminate this contract.
11.2 Keyholding Cover – If the Customer wishes to cancel the Keyholding service, 3 months written notice prior to the 12 month period end of the contract needs to be received and acknowledged by Adept, if no cancellation is received the contract automatically renews for a further 12 months. No refunds will be given for the advanced payment received.The same applies in the event the Customer gives rise to a breach of contract and Adept consequentially has to terminate this contract.
11.3 Installation/Takeover – If the Customer wishes to cancel the order of an Installation or takeover, the 33% deposit is none refundable, Adept also reserve the right to charge the full value of Goods ordered or the restocking fee of these goods, whichever is chargeable to Adept, in the event the goods have been ordered in preparation for the installation and takeover, prior to your cancellation and there is no breach that gives rise to the cancellation.
11.4 Interest & Charges- In Event that Adept terminate this contract due to a breach e.g none payment, all fees, interest and discounts fall due and all sums fall due under the same terms as above.
Version 1.2/N Nov 15