DEFINITIONS

“The Agreement” means the Agreement between the Installer and the Company relating to the provision of the Service.

“The Company” means Video Receiving Centre Limited, Company No. 4227664, trading as VRC – Cat 2 ARC, Video Receiving Centre and VRC Monitoring Services whose Registered Office is Vision House, The Alpha Centre, Armstrong Way, Bristol, BS37 5NG, or any other holding company or subsidiary company or associated company, designated by Video Receiving Centre Limited as the contracting party for the purposes of the Agreement who will provide the Service to the End User.

“The Charges” means the annual monitoring charge, the connection fee, rental of the transmission equipment and all other chargeable services as specified in the quotation issued to the End User by the Company. For the avoidance of doubt, the Charges are made by the Company to the Customer and are payable from the Customer to the Company.

“The End User” means the owner/tenant or occupier of the site.

“The Installer” means the company who is responsible for design, installation and maintenance or a security system, including those that have been subject to a formal takeover.

“The Site” means the premises to be monitored.

“The System” means the fire and or security installation which is used for the purposes of alarm and video Image data transmission to the alarm and video receiving centre.

“Takeover Date” means the date from which the Service commences by the Company to the End User.

“The Term” means the Initial Term as specified in clause 12.1 as extended in accordance with Clause 12.2.

“VRC” means the Category II monitoring station premises used by the Company for receiving and monitoring of alarm and video data transmissions from the Site.

 

 1. EXCLUSIVE TERMS OF THE AGREEMENT

 1.1 This Agreement sets out the conditions upon which the Company provides the End User with the Service and supersedes any previous discussions, arrangements or representations between the Company and the End User. Other information provided should only be used as a guide and may be subject to periodic amendment, reflecting changes to the Service offered by the Company or errors or omissions contained in the Company’s literature. Any variations to this Agreement will only be binding if agreed in writing by a Director/Manager of the Company.

2. SYSTEM

2.1 The Installer agrees to provide on the Site, a fully installed and functional System that will generate the alarm and / or video transmission data with a minimum upload speed of 1 MB that is to be transmitted to VRC.

2.2 The Installer also agrees to provide and maintain, the telecommunication lines required to transmit such data from the Site to VRC.

2.3 The Installer agrees to ensure the system meets the requirements of NSI or SSAIB or equivalent and complies with the following guidelines: object size: for identification of an object  – not less than 120% of the screen image, for recognition of the object not less than 50% of the screen image, for detection of the object not less than 10% of the screen image.


3. COMMENCEMENT OF SERVICE

3.1 Before the Service commences, the Installer agrees to cooperate with VRC and undertake such tests as may be requested to test that the System is properly connected so that the Service can commence and be delivered.

3.2 Once the Company has started to provide the Installer with the Service or on payment for the Service, the Installer is deemed to have accepted the entire terms and conditions set out in this Agreement.

3.3 The Installer agrees that VRC reserve the right to dial into the DVR on site for the purpose to assist in the commissioning or investigation.  Any such processing will be carried out in line with VRC data policy and GDPR requirements.

 

4. TESTING

4.1 In relation to monitored CCTV systems, the Installer agrees to make the End User aware that they should contact VRC during normal office hours at least once per month to carry out a site walk-test to confirm that the System’s detection devices are being correctly monitored in the zones they have been designed to cover, such detection being evidenced by the receipt of corresponding alarm activations at VRC. The Installer should also make the End User aware that this includes similar tests in respect of any audio facility installed.

4.2 In relation to monitored intruder and related alarm systems, the Installer agrees to make the End User aware that they should contact VRC during normal office hours at least twice per annum, to carry out a signalling check to confirm that the System’s detection devices are correctly monitoring the zones they have been designed to cover as per the Systems initial design, such monitoring being evidenced by the receipt of corresponding alarm activations at VRC.

4.3 In relation to monitored fire alarm systems, the Installer agrees to make the End User aware that they should contact VRC during normal office hours at least once a week, to carry out a signalling check to confirm that the System’s detection devices are correctly monitoring the zones they have been designed to cover as per the Systems initial design, such monitoring being evidenced by the receipt of corresponding alarm activations at VRC.

 

5. MAINTENANCE OF THE SYSTEM

5.1 The Installer agrees to ensure that routine and preventative maintenance is undertaken in line with regulatory and statutory regulations.

 

6. THE SERVICE

6.1 The Installer acknowledges that the Company’s response to an alarm activation is at the discretion of the handling operator at VRC in line with the Company’s current service level agreement at the time of the activation.

6.2 The Installer acknowledges that the CCTV Monitoring Services requires an interpretative response from VRC following activation. Responses are based purely on the information available at the time and in the reasonable judgement of the person concerned. For the avoidance of doubt, due to the subjective nature of the CCTV Monitoring Services, VRC accepts no liability for any damage or loss resulting from an incorrect response based upon the reasonable judgement of VRC.

6.2 The Installer undertakes to comply with any rules and regula tions and all instructions given by the Company for the use of the Service

6.3 Should the Company determine that the circumstances of an activation or series of activations appear such that VRC wishes to contact a Keyholder, Key Holders will be contacted in the order listed on the keyholder form Submitted. The first Key Holder contacted has the responsibility for attending or arranging for another Key Holder to attend. VRC will attempt to contact a minimum of two Keyholders and will make one attempt to telephone each Keyholders primary contact telephone number and one attempt to telephone any alternative contact number listed for that particular Keyholder. Where a Keyholder is not contactable, the End User agrees and accepts that it shall be sufficient to leave a message on the Keyholders answering service or device or with the person answering the call

6.4 Subject to the Company’s current service level agreement at the time of activation, the Company’s response to a CCTV system activation will be as follows:

6.4.1 If criminal activity is observed by the Company, the Company will issue an audio warning (if installed and operational) / contact; the Site, the Keyholder, the Emergency Services as applicable.

6.4.2 If an unauthorised person is observed on the site, but does not appear to be undertaking criminal activity, the Company will give an audio warning (if installed and operational).

6.4.3 If a person entering site claims to be authorised to enter the site without the Company having been previously notified by the End User or Installer, and in accordance with the Company’s standard procedures, the Site, the Keyholder, the Emergency Services will be contacted as applicable and this will be treated as a genuine intruder event.

6.5 Subject to the Company’s current service level agreement at the time of activation, the Company’s response to an intruder alarm, fire alarm or related alarm system activation will be as follows:

6.5.1 The Company will contact; the Site, the Keyholder, the Emergency Services as applicable.

6.6 If any activations, in the opinion of the handling operator, do not jeopardize the safety and security of the Site, a record of the activation will be made and no further action taken. This also includes any activation received which cannot be attributed to any apparent cause but may be a result of, inter alia, but not exclusively: movement of animals, vegetation, debris, materials or loose awnings; atmospheric conditions; weather conditions; faulty detection or other equipment; activities outside the monitored area.

6.7 The Installer agrees to ensure that the fields of detection covered by the detection devices are in the fields of view of the cameras. The End User is to ensure that both detection devices and cameras are kept free from unnecessary obstruction to avoid reducing the operating effectiveness of the System and the Service.

 

7. SUSPENSION OF SERVICE

7.1 The Installer agrees to take all reasonable steps to prevent false activations being transmitted to VRC. In the event of false activations being received by VRC, which in the opinion of the handling operator is likely to result in the Service offered by the Company to any other End Users being compromised – to the extent that there is a risk that genuine activations may not be processed – the Company reserves the right to suspend all or part of the Service offered to the End User. In such instances, the Company will advise the Installer as soon as is practicably possible by email that the Service has been limited or suspended. For the avoidance of doubt, the Installer will not be entitled to any refund for the suspension or restriction of the Service.

7.2 The Installer acknowledges that the Company reserves the right to raise additional charges to the End User at 0.05p per activation for the extra work resulting from such false activations transmitted by the System, and or a disconnec tion and a reconnection fee for the disconnection and reconnection of the Service, where the Installer has failed to respond to reasonable requests to rectify the false alarms received.

7.3 The Company will re-instate the Service once the Installer has confirmed in writing/email to the satisfaction of the Company that such steps have been taken to stop the cause(s) of the false activations. The decision to re-instate the Service is at the discretion of the Company.

7.4 The Company reserves the right to terminate the Agreement should the false activations continue after the Service has been reinstated and shall notify all parties including the End User giving reasonable notice.

 

8. CHANGE TO SERVICES

8.1 The Company reserves the right to make changes to the Service, in order to comply with safety, statutory or EC requirements or codes of practice, provided that such changes do not materially change the Service provided to the End User.

 

9. THE COMPANY’S LIABILITY

9.1 The provisions of this clause set out the Company’s entire liability (including any liability for the acts and omissions of its employees or subcontractor’s) to the Installer in respect of any breach of its contractual obligations arising under the Agreement and any representation, statement or tortuous act or omission. (including but without limit to negligence or breach of statutory duty) arising under or in connection with the Agreement and the Installers attention is in particular drawn to the provisions of this clause.

9.2 In view of the limitations of the System and the Service and the provisions of this clause, the Installer will arrange separate insurance cover.

9.3 Any act or omission on the part of the Company or its employees, agents or subcontractor’s falling within clause 9.1 shall be known as an ‘Event of Default’.

9.4 Subject to clauses 9.5 and 9.6 the Company will not be liable for any loss, damage or injury sustained by the Installer or his property unless directly caused by the negligence of the Company or its employees.

9.5 Subject to the provisions of clause 9.6 the entire aggregate liability of the Company its employee’s agents and subcontractor’s in respect of any Event of Default shall be limited to a maximum sum equivalent to the prevailing annual monitoring charge relating to the Site where the Event of Default occurred (as at the date of the Event of Default, if known, otherwise, as at the date of notification of the claim to the Company). There will be no liability on behalf of the Company if the relevant invoice from the Company has not been paid by the Installer , in full, prior to the Event of Default.

9.6 The Company does not restrict its liability in respect of death or personal injury resulting from its own or that of its employee’s agents or subcontractor’s negligence or any damage suffered by the End User where it would be unlawful to do so, other than by reference to the level of public liability insurance held by the Company with a maximum liability in respect of death and personal injury of £5,000,000.

9.7 Subject to clause 9.6 the Company shall not be liable to the Installer in respect of any Event of Default for loss of profits, goodwill or any type of special indirect or consequential loss (including loss or damage suffered by the Installer  as a result of action brought by a third party) even if such loss was reasonably foreseeable or the Company had been advised of the possibility of the End User  incurring the same.

9.8 If a number of Events of Default give rise substantially to the same loss then they shall be regarded as giving rise to only one claim under this Agreement.

9.9 The End User shall afford the Company (if it shall so request) a reasonable time in which to remedy any Event of Default.

9.10 Without prejudice to the generality of the foregoing the Company shall not be liable for:

9.10.1 any failure of the System to transmit data from the site;

9.10.2 any failure in the telecommunications network, telephone lines, power supplies, utilities or other services provided by a service provider or utility or any other condition beyond the Company’s control that prevents the System from in any way performing or the Company from being able to perform part or all of the Service and / or secure attendance of a Keyholder or the Emergency Services to the site;

9.10.3 any breach of the Agreement due to any cause beyond the Company’s 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;

9.10.4 any loss of profits or any indirect or consequential losses including loss or damage suffered by the End User as a result of any action brought by a third party

9.10.5 any loss, damage, costs, expenses or any other claims for compensation arising from incomplete, inaccurate or corrupted data transmissions being received by the Company;

9.11 The End User acknowledges that:

9.11.1 the Company has no special knowledge of the nature and value of the contents of the Site or of the nature of the risks to which the Site and its contents will be exposed;

9.11.2 the System and the Service are only an aid to security and fire safety and are designed to reduce the risk of loss or damage to the Site, its contents and occupants but does not guarantee to eliminate any part of such risk. The Company does not warrant or guarantee that the System or the Service will prevent, deter or restrict fire or trespass on the site or damage or criminal actions against the Site, its contents or occupants. The Company does not warrant or represent that the System or the Service is incapable of being compromised, neutralized bypassed or otherwise rendered inoperative by the End User, trespassers, intruders or other unauthorized persons. In such event the Company shall not be liable for direct or indirect loss or damage suffered by the End User , occupants, intruders or other unauthorised persons and the End User  acknowledges and agreed to the limitations of the Company’s liability in relation to this Clause 9 of the Agreement;

9.11.3 the effectiveness of the System and / or Service is limited to the configuration of the System on the Site. As such the System, may suffer from ‘blind spots’ which can result in fire and intrusions not being detected by the System. Furthermore, changes in atmospheric conditions can result in changes in the effective operating range of detection devices, creating transient ‘blind spots’. In the Event of Default occurring as a result of such a compromise of the System, the Company cannot be held liable for any losses incurred by the End User  or any third party;

9.11.4 the provision of the Service will not guarantee that the System will operate without interruption or error.

9.11.5 the Company can only act on the information presented to VRC at the time of the event. If the activation is deemed a false alarm by VRC then the Company is not required to take any further action.

9.11.6 the activation of a detection device does not necessarily mean that the cause of the activation can be seen through remotely monitored CCTV systems. Low lighting and shadow, particularly during the hours of darkness can result in the Company’s inability to detect activities occurring on the Site following activations. In the Event of Default occurring as a result of such a compromise of the System, the Company cannot be held liable for any losses incurred by the End User or any third party.

9.12 The End User agrees to immediately advise the Company by telephone and also in writing within 48 hours, to be delivered to the Company by registered mail, details of any incident or complaint regarding the System or the Service to enable the Company to investigate the incident or complaint. In the event of the End User making a claim against the Company for loss or damage, the claim must be made within 21 days of the occurrence specifying in detail the quantum and the basis of the claim. The Company shall have no liability for any claim made outside this period. The End User shall provide the Company or the Company’s authorised representatives, unobstructed access to the Site to investigate the circumstances surrounding the Event of Default for as long as the Company deems necessary to enable it to conclude its investigations into the Event of Default.

9.13 If the System should fail due to a faulty part which has not been supplied or manufactured by the Company the Company shall have no liability for such failure.

10. INFORMATION PROVIDED BY THE END USER

10.1 The End User agrees to ensure that any changes in respect of the System configuration, keyholder Information, passwords and other important information, is communicated to the Company in writing and/or email, immediately. The End User acknowledges that the Company has no obligation to contact a Keyholder if the details of that Keyholder are incorrect or have been changed but not notified to the Company.

10.2 The End User agrees and acknowledges that any special instructions or procedures requested by the End User must be agreed in advance, in writing and/or email by a Director/Manager of the Company.

10.3 The End User agrees to keep the Company advised of up to date site schedules to ensure that monitoring reflects when the site is closed.  The Company reserve the right to amend the schedule if the End User advises by phone that staff are on site repeatedly in contrary to the schedule that has been implemented at contract inception.  The Company shall notify the end user by email giving the End User 24 hours notice of schedule changes.

 

11. PAYMENT

11.1 The End User shall pay the Charges in advance by Direct Debit or such other method that is acceptable to the Company, provided always, that all Charges are due and payable within a maximum of 30 days from date of invoice.

11.2 The Company may at its discretion allow payment of the Charges by instalment, subject to the application of an instalment surcharge of a minimum of 20% of the Charges. Should the Company permit payment of the Charges by instalments and any instal ment is not paid, then the total amount of the Charges (including the instalment surcharge) will become immediately due and payable.

11.3 If the End User fails to make any payment as and when it becomes due, the Company shall be entitled to do all of 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:

11.3.1 cancel or suspend all or any part of the Agreement or Service without prejudice to the Company’s rights to collect and levy the Charges for such Service. Cancellation and / or suspension and re-instatement of monitoring will lead to a fee being charged at the Company’s then current rate; and

11.3.2 charge the End User interest (both before and after any judgement) on unpaid sums – beyond their due date – at the rate of 2% per month, compounded monthly, until payment is made in full

11.4 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 End User 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 administra tive 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

11.5 The End User is not entitled – at any time – to set off against any sums due to the Company which are to be paid in full with out deduction.

11.6 The Company is entitled to increase the Charges by giving written notice of such increase to the End User.

12. TERM

12.1 The initial Term of this Agreement is Thirty-Six months from the Takeover Date and transfer of the first connection included in the project as appropriate.

12.2 At the end of the initial Term and each subsequent Term, the Agreement will be automatical ly renewed for a further 12-months Term unless the Company or the End User  has given the other written notice of its intention to terminate the Agreement at least 90 days before the end of the current Agreement Term.

12.3 If the Agreement is not terminated in accordance with these clauses, then the End User  shall make payment of all Charges for the additional Term irrespective of the expiry date of the current Agreement.

12.4 The Company is entitled to cancel the Agreement without notice and any liabil ity on its part, if for whatever reason, the signal from the Site to VRC is affected at any time during the Term, pre venting the Company from providing the Service or if the Company deem that the system does not meet the requirements in order to allow VRC to monitor the site as required.

12.5 In the event that the End User wishes to cancel the Agreement before the end of the Term and without giving notice in accordance with clause 12.2, then the End User shall:

12.5.1 Pay to the Company on demand all arrears of the Charges and any Charges that would have been made to the End User by the Company for the remain der of the Term of the Agreement and

12.5.2 Indemnify the Company against any additional loss costs charges and expenses incurred by the Company as a result of such early cancellation.

 

13. GENERAL

13.1 The parties to the Agreement are the Company and the End User. Any obligation of the Company under the Agreement is to the End User only and to no other party. Where any payments are made, or undertaken by a third party, such payments or undertakings do not confer any rights on the third party who is considered to be an agent of the End User .

13.2 The Agreement may not be assigned by the End User without the prior written consent of the Company. The Company may assign all or any of its rights hereunder.

13.3 The Company shall be entitled to subcontract any of its obligations under the Agreement.

13.4 Invalidity or unenforceability of any of the conditions in the Agreement shall not prejudice the remainder of the conditions of the Agreement.

13.5 Failure by the Company to exercise any right or remedy available to it under the terms and conditions of this Agreement shall not constitute a waiver of such rights or remedy and no partial exercise of any right or remedy shall prevent any further exercise of any right or remedy.

13.6 The Agreement shall be governed by and construed in accordance with English law. Each party irrevocably submits to the exclusive jurisdiction of the courts for the hearing and determination of any suit actions or proceedings that arise out of or in connection with this Agreement.