- The following definitions and rules of interpretation apply in these Terms.
Acceptance Tests: the tests following the protocol submitted by the Provider to the
Customer to confirm that the System has been correctly installed and is connected to the
Dashboard and fully functional.
Business Day: a day, other than a Saturday, Sunday or public holiday in England, when
banks in London are open for business.
Commencement Date: the date of acceptance of the Customers order to purchase the
System detailed in the Purchase & Service Agreement.
Contract: the contract for the Purchase of the System from the Provider by the Customer is
governed by these Terms and the Purchase & Service Agreement.
Dashboard: the system on to which data is uploaded by the System (such as alarms
triggered or movement detected) for notification to the Customer.
Delivery: the transfer of physical possession of the System to the Customer at the Site.
Delivery Date: the anticipated delivery of the System to the Customer specified in the
Purchase & Service Agreement.
Payments: the payments made by or on behalf of Customer for purchase of the Equipment
and ongoing Service.
Payment Schedule: the payment schedule in the Purchase & Service Agreement which
sets out the sums payable under the Contract.
Purchase & Service Agreement: the agreement governed by these Terms under which the
System is purchased, installed and supported.
Site: the location(s) for System installation at the Customers premises as detailed in the
Purchase & Service Agreement.
System: the remote sensor system purchased by the Customer from the Provider detailed
in the Purchase & Service Agreement together with all substitutions, replacements or
renewals of such system and all related accessories, manuals and instructions provided for
Terms: these standard terms and conditions of hire.
VAT: value added tax or any equivalent tax chargeable in the UK or elsewhere.
- Clause, Schedule and paragraph headings shall not affect the interpretation of this agreement.
- 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.
- The Schedules form part of these Terms.
- A reference to a company shall include any company, corporation or other body corporate, wherever and
however incorporated or established.
- Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall
include the singular.
- Unless the context otherwise requires, a reference to one gender shall include a reference to the other
- A reference to writing or written includes email.
- Any obligation on a party not to do something includes an obligation not to allow that thing to be done.
- References to clauses and Schedules are to the clauses and Schedules of these Terms and references to
paragraphs are to paragraphs of the relevant Schedule.
- Any words following the terms including, include, in particular, for example or
any similar expression shall be construed as illustrative and shall not limit the sense of the words,
description, definition, phrase or term preceding those terms.
- The Provider shall provide the System to the Customer for use at the Site subject to the terms
and conditions of the Contract.
- The Subscription Period begins and ends as provided in the Purchase & Service Agreement
unless the Contract is terminated earlier in accordance with its terms.
- The Customer shall pay the Subscription Payments to the Provider in accordance with the
Payment Schedule. The Subscription Payments shall be paid in UK Pounds Sterling (or
whichever accepted currency) by automatic transfer payment into the bank account
provided in the Purchase & Service Agreement.
- The Subscription Payments are inclusive of VAT and any other applicable taxes and duties or
similar charges which shall be payable by the Customer at the rate and in the manner from
time to time prescribed by law.
- All amounts due under the Contract shall be paid in full without any set-off, counterclaim,
deduction or withholding (other than any deduction or withholding of tax as required by
- If the Customer fails to make a payment due to the Provider under this agreement by the due date, then,
without limiting the Providers’s remedies under clause 10, the Customer shall pay interest on the overdue sum
from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause
will accrue each day at 8% (calculated annually but accruing on a daily basis) a year above the Bank of
England's base rate from time to time, but at 8% a year for any period when that base rate is below 0%.
Delivery and (if applicable) installation
- Delivery of the System shall be made by the Provider. The Provider shall use all reasonable endeavours to
effect Delivery by the Delivery Date. Risk shall transfer in accordance with Clause 6 of these Terms. The
Customer may in writing cancel the Contract at any time before delivery and installation.
- If the Customer is to be responsible for installation, it shall procure that a duly authorised representative
of the Customer shall be present at the Delivery of the System. Acceptance of Delivery by such representative
shall constitute conclusive evidence that the Customer has examined the System and has found it to be in good
condition, complete and fit in every way for the purpose for which it is intended (save as regards any latent
defects not reasonably apparent until the Acceptance Tests have taken place). If required by the Providers, the
Customer's duly authorised representative shall sign a receipt confirming such acceptance.
- Installation service is available to the Customer through the selling agent, for which additional fees may
- If the Purchase & Service Agreement provides that the Provider is to carry out installation and the Acceptance
Tests, the Provider shall for the extra fee detailed in the Purchase & Service Agreement install the System at
the Site. The Customer shall procure that a duly authorised representative of the Customer shall be present at
the installation of the Equipment. Acceptance by such representative of installation shall constitute conclusive
evidence that the Customer has examined the System and has found it to be in good condition, complete and fit in
every way for the purpose for which it is intended (save as regards any latent defects not reasonably detectable
until the Acceptance Tests have taken place). If required by the Provider the Customer's duly authorised
representative shall sign a receipt confirming such acceptance.
- To facilitate Delivery and installation, the Customer shall provide all requisite materials, facilities,
access and suitable working conditions to enable Delivery and installation to be carried out safely and
expeditiously including the materials, facilities, access and working conditions specified in the Purchase &
Service Agreement or related instruction documentation.
- The System shall not be deemed ready for use and the Provider shall not be liable for any non-performance of
it until successful completion of the Acceptance Tests. These will be carried out by whichever party, whether
the Provider or the Customer, carries out installation.
- The Acceptance Tests may include setting the alarm duration on the System. The Customer shall not attempt to
adapt the alarm duration so as to exceed the manufacturer’s maximum.
- The Customer may, on prior notice by email, move the System to another Site within its ownership or control
provided that the new Site, according to user instructions, is suitable and will not negate or impede
- If the Customer fails to accept delivery of the System on the Delivery Date, then, except where such failure
is caused by the Provider's failure to comply with its obligations under the Contract:
- the System shall be deemed to have been delivered at 9.00 am on the Delivery Date; and
- the Provider shall store the System until delivery takes place, and charge the Customer for all related
costs and expenses (including insurance).
Title and risk
- The Customer shall during the Subscription Period:
- ensure that the System is kept and operated in the environment detailed in the Purchase & Service
Agreement or related user instructions;
- be responsible for monitoring the device(s) ongoing operational functionality and battery status and for
reporting issues affecting the above to the Provider. The Provider will not be responsible for any loss of
service due to faults unreported.
- be responsible for purchasing and replacing the battery when and where necessary. However, should the
battery life fail during the warranty period of (3 years) and the transmission rate of (5000) as detailed in
the user instructions has not been reached, then the Provider will dispatch a replacement battery at no
additional costs to the Customer and for the Customer to install.
- take such steps (including compliance with all safety and usage instructions provided by the Provider) as
may be necessary to ensure, so far as is reasonably
practicable, that the System is at all times safe and without risk to health when it is being set, used,
cleaned or maintained by a person at work;
- make no alteration to the System and shall not remove any existing component (or components) from the
System except as authorised by the Provider;
- at all times keep the System in the possession or control of the Customer at the Site. If installation of
the System requires a third party’s consent it shall be the Customer’s responsibility to obtain that
- permit the Provider or its duly authorised representative to inspect the System at all reasonable times
and for such purpose to enter on the Site or any premises at which the System may be located, and shall
grant reasonable access and facilities for such inspection;
- not, without the prior written consent of the Provider, part with control of (including for the purposes
of repair or maintenance), sell or offer for sale, underlet or lend the System or allow the creation of any
mortgage, charge, lien or other security interest in respect of it;
- not use the System in any manner that would constitute a breach of data protection or privacy laws or a
nuisance or for any other unlawful purpose;
- The Customer acknowledges that the Provider shall not be responsible for any loss of or damage to the System
arising out of or in connection with any deliberate or negligent misuse or mishandling of the Equipment.
- The Provider warrants that the System shall substantially conform to its specification (as made available by
the Manufacturer), be of satisfactory quality and fit for any purpose held out by the Provider. The Provider
shall use all reasonable endeavours to remedy, free of charge, any material defect in the System which manifests
itself during the Subscription Period provided that:
- the Customer notifies the Provider of any defect in by email or by raising a support ticket immediately
upon the defect occurring or upon becoming aware of the defect;
- the Provider is permitted to make a full examination of the alleged defect;
- the defect did not materialise as a result of misuse, neglect, alteration, mishandling or unauthorised
manipulation by any person other than the Provider's authorised personnel;
- the defect was not caused by failure to replace the battery promptly or correctly;
- the defect did not arise out of any information, design or any other assistance supplied or furnished by
the Customer or on its behalf;
- the defect is directly attributable to defective material, workmanship or design;
- the defect is not caused by network failure at the Site, any other premises owned or controlled by the
Customer or in respect of the Provider’s dashboard; and
- the defect is not caused by the System being off-line because it is being moved to a new Site under clause
5.7 or because that new Site is unsuitable according to user instructions.
- Insofar as the System comprises or contains System or components which were not manufactured or produced by
the Provider, the Customer shall be entitled only to such warranty or other benefit as the Provider has received
from the manufacturer.
- If the Provider fails to remedy any material defect in the System in accordance with clause 8.1, the Provider
shall, at the Customer's request, accept the return of part or all of the System and make an appropriate
reduction to the Subscription Payments payable during the remainder of the Subscription Period.
- The Provider shall be in no manner liable for any loss of connectivity to the Dashboard or other loss of
functionality caused by broadband downtime or any other failure or event beyond the Provider’s control;
including but not limited to phone network blackouts.
Limitation of liability
- The restrictions on liability in this clause 8 apply to every liability arising under or in connection with
the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or
- Nothing in the Contract limits any liability which cannot legally be limited including liability for:
- death or personal injury caused by negligence;
- fraud or fraudulent misrepresentation; or
- any matter in respect of which it would be unlawful for the parties to exclude or restrict liability.
- Subject to clause 9.2, the provider's total liability to the Customer shall not exceed an amount equal to the
total Subscription Payments made by the Customer as at the date such liability arises.
- Subject to clause 9.2, the Provider shall not be liable under the Contract for any:
even if the Provider has been notified of the likelihood of any of the aforesaid occurring and, subject to
clause 9.2, all implied terms and conditions as to the quality or performance of the System and any other goods
or services provided under the Contract are, to the fullest extent permitted by law, excluded from the Contract.
- loss of profits;
- loss of sales or business;
- loss of agreements or contracts;
- loss of anticipated savings;
- loss of use or corruption of software, data or information;
- loss of or damage to goodwill; or
- indirect or consequential loss;
- The Customer may terminate the Contract as provided in the Purchase & Service Agreement.
- Without affecting any other right or remedy available to it, the Provider may terminate the Contract before
the expiry of the Subscription Period with immediate effect by giving written notice to the Customer if:
- the Customer fails to pay any amount due under the Contract on the due date for payment and remains in
default not less than 30 days after being notified in writing to make such payment;
- the Customer commits a breach of any other term of the Contract which breach is irremediable or (if such
breach is remediable) fails to remedy that breach within a period of 30 days after being notified in writing
to do so;
- a court orders that the other party be wound up, or the other party adopts a resolution for winding up
(otherwise than in furtherance of a bona fide scheme for solvent amalgamation or reconstruction) or has an
administrator, administrative receiver or receiver appointed in respect of all or any of its undertaking or
assets or is unable to pay its debts as they fall due or attempts to make or makes any arrangement or
composition with or for the benefit of its creditors.
Consequences of termination
- On termination or expiry of the Contract, however caused:
- the Provider's consent to the Customer's Portal access of the System shall terminate;
- without prejudice to any other rights or remedies of the Customer, the Customer shall pay to the Provider
- Any subscription termination and any sums due but unpaid at the date of demand together with any
interest accrued pursuant to clause 4.4;
- any costs and expenses incurred by the Provider in recovering the System or in collecting any sums
due under this agreement (including any storage, insurance, repair, transport and legal costs); and
- if termination has been pursuant to clause 10.2 all outstanding Subscription Payments that would have
fallen due if the Contract had proceeded to the end of the Subscription Term shall also fall due.
- Any provision of the Contract that expressly or by implication is intended to come into or continue in force
on or after termination or expiry of the Contract shall remain in full force and effect.
- Termination or expiry of the Contract shall not affect any rights, remedies, obligations or liabilities of the
parties that have accrued up to the date of termination or expiry, including the right to claim damages in
respect of any breach of the Contract which existed at or before the date of termination or expiry.
Neither party shall be in breach of the Contract nor liable for delay in performing, or failure to perform, any
of its obligations under the Contract if such delay or failure results from events, circumstances or causes beyond
its reasonable control. In such circumstances the time for performance shall be extended by a period equivalent to
the period during which performance of the obligation has been delayed or failed to be performed. If the period of
delay or non-performance continues for 90 days, the party not affected may terminate the
Contract by giving 14 days' written notice to the affected party. This clause shall not apply to any failure any
sun due under the Contract in full of on time.
Confidential information and intellectual property
- The Customer shall not at any time during the Subscription Period or for a period of five years thereafter
disclose to any person any confidential information concerning the System or the business, affairs, customers,
clients or suppliers of the Customer (“Confidential Information”), except as permitted by clause 13.2.
- The Customer may disclose Confidential Information:
- to its employees, officers, representatives or advisers who need to know such information for the purposes
of exercising the Customers's rights or carrying out its obligations under or in connection with the
Contract and shall ensure that its employees, officers, representatives or advisers to whom it discloses the
Confidential Information comply with this clause 13; and
- as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority
provided that it limits any such disclosure to what is absolutely necessary and (if lawfully permitted to do
so) shall give the Provider as much prior written notice as possible of any disclosure so required.
- The Customer shall not use the Confidential Information for any purpose other than to exercise its rights and
perform its obligations under or in connection with the Contract.
- The Customer acknowledges that the intellectual property contained in and relating to the System belong to the
Provider or its licensors and the Customer is only granted a limited licence to use the same to facilitate its
use of the Equipment. The Customer shall not disassemble, decompile or reversed the System nor permit any third
party to do so and shall not amend, obscure or remove any branding on the System nor add any additional branding
Assignment and other dealings
The Contract is personal to the Customer and the Customer shall not assign, transfer, mortgage, charge,
subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations
under the Contract. The Provider shall be absolutely entitled to do any of the aforesaid.
- The Purchase & Service Agreement and these Terms constitute the entire agreement between the parties and
supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and
understandings between them, whether written or oral, relating to their subject matter. In the event of a
conflict or discrepancy between the Purchase & Service Agreement and these Terms, the former shall prevail.
- The Customer acknowledges that in entering into the Contract it does not rely on any statement,
representation, assurance or warranty (whether made innocently or negligently) that is not set out in the
No variation of the Contract shall be effective unless it is in writing and signed by the parties (or their
No partnership or agency
- Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture
between the parties, constitutes either party the agent of the other party, or authorise either party to make or
enter into any commitments for or on behalf of the other party.
- Each party confirms it is acting on its own behalf and not for the benefit of any other person.
Third party rights
- Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contracts
(Rights of Third Parties) Act 1999 to enforce any term of this agreement.
- The rights of the parties to rescind or vary the Contract are not subject to the consent of any other person.
- Any formal notice (such as of termination or breach) given to a party under or in connection with the Contract
shall be in writing and shall be:
- delivered by hand or by pre-paid first-class post or other next working day delivery service at its
registered office (if a company) or its principal place of business (in any other case); or
- be sent by email to the address specified in the Purchase & Service Agreement.
- Any such notice shall be deemed to have been received:
- if delivered by hand, at the time the notice is left at the proper address;
- if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second
Business Day after posting; or
- if sent by email, at the time of transmission, or, if this time falls outside business hours in the place
of receipt, where business hours resume. In this clause 19.2(c), business hours means 9.00am to 5.00pm
Monday to Friday on a day that is not a public holiday in the place of receipt.
No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall
constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of
that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict
the further exercise of that or any other right or remedy.
Rights and remedies
Except as expressly provided in the Contract, the rights and remedies provided under the Contract are in addition
to, and not exclusive of, any rights or remedies provided by law.
- If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall
be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract.
- If any provision or part-provision of the Contract is deemed deleted under clause 22.1 the parties shall
negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the
intended commercial result of the original provision.
The Contract and any dispute or claim (including non-contractual disputes or claims) arising out of or in
connection with it or its subject matter or formation shall be governed by and construed in accordance with the
law of England and Wales.
Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle
any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the
Contract or its subject matter or formation provided that a party may apply for an injunction or other interim
relief and enforce a decision awarded it by the courts of England and Wales in any court of competent