“Agreement” means The Customer Service Schedule and these terms and conditions between the Customer and the Company relating to (inter alia) sale by the Company to the Customer of the Service.
“Additional Charges” means charges in addition to the Annual Service Charge levied by the Company to the Customer for the provision of reactive services
“Annual Service Charge” means the annual charge relating to the Service, as specified in the Customer Service Schedule issued to the Customer by the Company.
“Company” means Alarm Response & Keyholding Ltd Company No. 05599475, trading as ARM Secure, whose Registered Office is Suite 2 720 Mandarin Court, Warrington, England, WA1 1GG, or any other holding company or subsidiary company or associated company, designated by Alarm Response & Keyholding Ltd as the contracting party for the purposes of the Agreement.
“Customer Service Schedule” means the proposal issued by the Company to the Customer and accepted by the Customer detailing the Service to be delivered. these Terms and Conditions and the Customer Service Schedule constitute the Agreement.
“Initial Term” is as defined in clause 8.1
“Customer” means the party receiving the Service provided by the Company.
“Takeover Date” means the date from which the Company begins to provide the Service (which will be evidenced through the Customer Service Schedule and assignment instructions).
“Service” means the provision of keyholding, emergency response and mobile security services, lock ups, guarding, and other complimentary services provided by the Company to the Customer under the terms of the Agreement as identified within the Customer Service Schedule.
“Service Partner” and/or “Service Partner” means any person firm, or company carrying out The Service on behalf of the Company.
“the Site” means the address of the premises where the Service is to be provided as set out in the Customer Service Schedule issued to the Customer by the Company.
“Term” means the Initial Term as specified in Clause 8.1.
1.1 the Company agrees, subject to the Customer’s observance of the Agreement, at all times, to provide the Service.
1.2 the Agreement shall apply to any arrangement made between the Company and the Customer relating to the provision of the Service.
1.3 the Agreement shall not be varied unless agreed in writing and signed by a duly authorised signatory of the Company.
1.4 Before commencement of the Service, the Company shall arrange for an initial site inspection to be undertaken, primarily for health and safety. However, these inspections are not intended to be a full assessment or recommendation for the overall security of the Site.
1.5 the Company cannot enter into any agreement which would involve assuming the powers of the civil police.
1.6 the Customer accepts that the Company may use Service Partners who do not hold Security Industry Authority (SIA) Approved Contractor Status, in accordance with the SIA’s Exceptional Circumstances Policy.
1.7 the Customer and the Company shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to one by the other, its employees, agents or subcontractors, and any other confidential information concerning either party’s business or its products or its services which either party may obtain. Both parties shall restrict disclosure of such confidential information to such of its employees, agents or subcontractors as need to know it for the purpose of discharging their obligations under the Agreement and shall ensure that such employees, agents or subcontractors are subject to obligations of confidentiality corresponding to those which bind the parties. This Clause [1.7] shall survive termination of the Agreement.
1.8 the Company shall be entitled to subcontract any of its obligations under the Agreement and change the Service Partner providing the Service without notifying the Customer.
2. CUSTOMER OBLIGATIONS
2.1 Where the provision of the Service is dependent upon any acts or responsibilities of the Customer, the Customer agrees to carry out any such acts or responsibilities to enable the Company to provide the Service.
2.2 It is the obligation of the Customer to identify and consult with the Company on any specific health and safety requirements that apply or are likely to apply during the period of the contract.
3.1 All charges as set out in the Customer Service Schedule (including the Annual Service Charge and Additional Charges) are payable by the Customer to the Company within 30 days from the date of the Company’s invoice.
3.2 If the Customer fails to make any payment as and when it becomes due, the Company shall be entitled to do all or any of the following (in any order and on more than one occasion and such rights shall be in addition to any the Company shall have by law):
3.2.1 cancel or suspend all or any part of the Service without prejudice to the Company’s rights to collect and levy the charges for such services and
3.2.2 charge the Customer interest (both before and after any judgement) on unpaid sums – beyond their due date – at the rate of 3% per month, compounded monthly, until payment is made in full.
3.2.3 All costs, charges and expenses incurred by the Company (including legal and court costs) in recovering or attempting to recover any debt shall be paid by the Customer on a full indemnity basis. the Company shall be entitled to charge (in addition to interest and any legal costs ordered by the court, and without prejudice to any other rights or remedies available to the Company) the sum of £150 by way of notional liquidated damages and as a contribution to the administrative costs incurred by the Company in taking steps to secure overdue payment. the provisions of this clause shall apply notwithstanding any termination or cancellation of this Agreement.
3.3 the Company shall have the right at any time to increase the Annual Service Charge and Additional Charges by giving the Customer 30 days’ written notice.
3.4 the Company may at its discretion allow payment of the Annual Service Charge by instalment, subject to the application of an instalment surcharge of a minimum of 10% of the Annual Service Charge. Should the Company permit payment of the Annual Service Charge by instalments and any instalment is not paid then the total amount of the Annual Service Charge (including the instalment surcharge) will become immediately due and payable. Any payments made by instalments must be paid through Direct Debit.
4.1 the Company shall not be liable for any delay in performing or failure to perform its obligations hereunder if such delay is caused by circumstances beyond its control including without limitation any delay or failure caused by any act or omission of the Customer. In such event the Company shall be entitled to suspend the Services until such circumstances have ceased. As soon as possible the Company will notify the Customer of such occurrence.
4.2 it is agreed and understood by the parties to the Agreement that the Company does not insure the Customer’s property and that the provision of The Service will not obviate the desirability of the Customer obtaining and maintaining insurance in respect of the Site and its contents and any other of its property, moreover the Company is not and cannot be aware of the extent of any potential loss or damage to the Customer resulting from any unauthorised intrusion to the premises or from negligence, dishonesty, breach of contract, breach of duty or other wrongful act or omission of any of the Customer or its employees or agents on the premises. Accordingly, it is necessary to set out the reasonable rights and liabilities of the Company and the Customer and the parties have agreed that the following terms are reasonable:
4.2.1 Subject to Clause 4 and Clause 5, the Company shall only be liable for direct loss or damage relating to the Site at which it is providing the Service.
4.2.2 the Company shall only be liable if such loss or damage arises due directly to any negligent or dishonest act of its employees or Service Partners or any breach or non-performance of the Company or its Service Partners, provided that in no case shall the amount of such liability in respect of any one occurrence act or omission:
220.127.116.11 exceed a sum of 2 times the Annual Service Charge of the Site in respect of any one claim or series of claims arising out of any one occurrence or series of connected occurrences and
18.104.22.168 exceed the cost of repairing or replacing any key lost or damaged provided to the Company under this Agreement.
4.2.3 the Company shall in no circumstances whatsoever, be liable to the Customer for:
22.214.171.124 any indirect or consequential loss or damage of any kind;
126.96.36.199 any injurious act of default by any employee or agent of the Company, whether to any person or property unless such act or default could have been foreseen and avoided by the exercise of due diligence on the part of the Company as his employee;
188.8.131.52 any loss of or damage to any property whatsoever occasioned by or happening through or in consequence of circumstances beyond its reasonable control including but not limited to Acts of God, war, military actions, sabotage, terrorist actions, riots, civil disobedience, strikes, industrial action, civil disaster floods, lightning, fire and acts or omissions of any party for which the Company is not responsible;
184.108.40.206 any liability of any nature whilst performing any additional services as described in the individual Customer Service Schedule or otherwise agreed in writing.
4.2.4 Any claims must be submitted in writing within 7 days of occurrence.
5. CUSTOMER’S INDEMNITY
5.1 the Customer shall indemnify and keep the Company indemnified against all loss, damage, costs or expenses, howsoever arising, including the negligence of the Company by whomever, in respect of any damage to or loss of property of any nature beyond the liability of the Company under the Agreement.
6. TIME FOR PERFORMANCE OF SERVICES
6.1 the Customer acknowledges that the Company will use its best endeavours to attend the Site for which the Service is provided within a reasonable time of receiving a request. However, the Company can accept no liability whatsoever for failure to attend within a reasonable time taking into account mitigating circumstances.
6.2 Notwithstanding any other provision of the Agreement, the obligations of the Company to provide the Service shall not become effective until 24 hours after delivery of keys to the Company or the Service Partner.
6.3 the Service is provided simultaneously for a number of customers. Accordingly, interruptions or delays can occur if an event occurs at the Site of another customer during the course of the Company’s duties. All attendances to events will be responded to in the priority they are received.
7. EXTENSION OF PROTECTION TO EMPLOYEES AND AGENTS
7.1 the Customer acknowledges and agrees that the provisions of the Agreement shall extend to protect and indemnify the employees and Service Partners of the Company and that such provisions have been entered into and shall be enforceable by the Company for itself and as trustee or agent for such employees and agents.
8.1 Where the Service is to be provided, the initial Term of this Agreement is 36 months from signing of the Agreement, unless otherwise indicated on the order form
8.2 At the end of the initial Term and each subsequent period, the Term will be automatically renewed for a further 12 months unless the Customer has given the other written notice of its wish to terminate the Agreement at least 90 days before the end of the then current Term.
8.3 If the Agreement is not terminated in accordance with these terms, then the Customer shall make payment of the Annual Service Charge for the additional Term prior to the expiry of the current Term to avoid incurring the administration charges and ongoing interest upon sums due to the Company.
8.4 If the Customer wishes to cancel the Agreement before the end of the Term and without giving notice in accordance with clause 8.2, then the Customer shall:
8.4.1 pay to the Company on demand all arrears of the Annual Service Charge and any payments that would have been made by the Customer for the remainder of the duration of the Term; and
8.4.2 indemnify the Company against any additional loss costs charges and expenses incurred by the Company as a result of such cancellation.
8.5 If the Customer shall commit any breach of this Agreement or enter into any form of Liquidation, Administration, Receivership, Corporate Voluntary Arrangement, Individual Voluntary Arrangement or Bankruptcy, or any payment shall be more than one month in arrears, the Company may forthwith by notice in writing terminate this Agreement (and on such termination the Term shall come to an end) without prejudice to the Company’s right to recover all of the Company’s Equipment and any sum due by the Customer to the Company.
8.6 If the Company shall terminate this Agreement under clause 8.5 the Customer shall be liable to pay to the Company all sums then due together with all such other sums which would have become due in respect of the Annual Service Charge from the date of termination to the earliest date upon which the Customer could have terminated this Agreement under clauses 8.1 and 8.2.
9. USE OF PERSONAL DATA
9.1 Where the Company processes personal data on behalf of the Customer as part of the Services, the Data Protection Schedule included within the Agreement shall apply
10.1 the Agreement may not be assigned or held on trust by the Customer without the prior written consent of the Company. the Company may assign all or any of its rights hereunder.
11.1 If any of the conditions of the Agreement or any part is held to be invalid for any purpose, it shall be for that purpose deemed to have been omitted but shall not prejudice the effectiveness of the rest of the conditions of the Agreement.
12. INTERPRETATION AND JURISDICTION
- the Agreement shall in all respects be subject to and construed in accordance with English Law and the parties to the Agreement hereby submit to the exclusive jurisdiction of the Courts of England and Wales.
Data Protection Schedule
1.1 In addition to the Definitions within the Agreement, within this schedule the following are defined:
“Controller” means a “data controller” for the purposes of the DPA and a “controller” for the purposes of the GDPR (as such legislation is applicable);
“Data Protection Legislation” shall mean the DPA, or, from the date it comes into force in the UK, the GDPR (as applicable) and any other laws relating to the protection of personal data and the privacy of individuals;
“Data Subject” has the same meaning as in the Data Protection Legislation;
“DPA” means the UK Data Protection Act 1998;
“GDPR” means the General Data Protection Regulation (EU) 2016/679;
“Personal Data” means “personal data” (as defined in the Data Protection Legislation) that are Processed under the agreement;
“Personal Data Breach” means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to, Personal Data transmitted, stored or otherwise processed;
“Processing” has the same meaning as in the Data Protection Legislation and “Process” and “Processed” shall be construed accordingly; and
“Processor” means a “data processor” for the purposes of the DPA and a “processor” for the purposes of the GDPR (as such legislation is applicable).
1.2 The parties acknowledge that the Company is a Processor acting on behalf of the Customer and that, for the purposes of this Agreement:
1.2.2 the nature/purpose of the Processing is to enable the Company to carry out its duties under this Agreement (which form the subject matter of the Processing) and the duration of the Processing shall be the term of this Agreement.
1.3 Each party shall comply with their respective obligations under the Data Protection Legislation and the Company shall, in particular:
1.3.1 Process the Personal Data only to the extent, and in such manner, as is necessary for the purpose of carry out its duties under this Agreement and in accordance with the Customer’s written instructions and this schedule;
1.3.2 implement appropriate technical and organisational measures in accordance with the Data Protection Legislation to ensure a level of security appropriate to the risks that are presented by such Processing, in particular from accidental or unlawful destruction, loss, alteration, unauthorised disclosure of, or access to Personal Data, taking into account the state of the art, the costs of implementation, the nature, scope, context and purposes of processing and the likelihood and severity of risk in relation to the rights and freedoms of the Data Subjects;
1.3.3 not transfer the Personal Data outside of the European Economic Area without the prior written consent of the Customer;
1.3.4 ensure that any employees or other persons authorised to process the Personal Data are subject to appropriate obligations of confidentiality;
1.3.5 not engage any third party that is not an approved Service Partner to carry out its Processing obligations under this Agreement without obtaining the prior written authorisation of the Customer and, where such authorisation is given, procuring by way of a written contract that such third party will, at all times during the engagement, be subject to data Processing obligations equivalent to those set out in this schedule, The Customer hereby authorises the Company to engage any affiliated companies and its approved partners to Process the Personal Data to provide software support services;
1.3.6 notify the Customer, as soon as reasonably practicable, about any request or complaint received from Data Subjects without responding to that request (unless authorised to do so by the Customer) and assist the Customer by technical and organisational measures, insofar as possible, for the fulfilment of the Customer’s obligations in respect of such requests and complaints;
1.3.7 on request by the Customer and taking into account the nature of the Processing and the information available to the Company, assist the Customer in ensuring compliance with its obligations under the GDPR (where applicable) with respect to:
(i) implementing appropriate technical and organisational measures in accordance with Article 32 of the GDPR;
(ii) where relevant, notifying any Personal Data Breach to the Information Commissioner’s Office (or any replacement body) and/or communicating such Personal Data Breach to the Data Subject in accordance with Articles 33 and 34 of the GDPR; and
(iii) where necessary, carrying out and/or reviewing and, if applicable, consulting with the relevant supervisory authority with respect to data protection impact assessments in accordance with Articles 35 and 36 of the GDPR;
1.3.8 on request by the Customer, make available all information necessary to demonstrate the Company’s compliance with this schedule and otherwise permit, and contribute to, audits carried out by the Customer (or its authorised representative); and
1.3.9 on termination or expiry of this agreement, destroy or return to the Customer (as the Customer directs) all Personal Data and delete all existing copies of such Personal Data except to the extent the Company is required to retain a copy of the Personal Data by law.