GENERAL TERMS AND CONDITIONS
1
Definitions
“FCF” means First Choice Facilities Plc
"Agreement" means this contract together with all annexures and schedules and as may subsequently be amended in writing and mutually agreed by First Choice Facilities and the Client
"Services" means those maintenance services to be provided by the Company to the Client as defined in the quotation of the Agreement.
"Additional Charges" means charges in respect of work carried out, expenses incurred and/or equipment supplied by First Choice Facilities under or pursuant to this Agreement properly chargeable in addition to the Annual Service Charge.
"Commencement Date" means the date for commencement of the Maintenance Services being the date specified in the Quotation or the date of this agreement.
"Installed System" means the equipment listed in Quotation as may be amended from time to time in accordance with this Agreement.
"Premises" means the building(s) stated in the Quotation where the Installed System is located.
"Routine Maintenance" means periodic preventative maintenance of the Installed System as set out in Schedule I.
“Quotation” means specification of services and prices that is still valid at the date of this agreement.
If there is no quotation then our standard prices apply
2
FCF General Obligations
2.1
FCF shall provide Maintenance Services for the Installed System located at the Premises in accordance with the provisions of this Agreement. Work shall be conducted at all times with due care and in a professional, diligent and workmanlike manner.
2.2
FCF warrants that personnel involved in the provision of the Maintenance Services will be suitably skilled and of sufficient experience to perform the tasks assigned to them.
2.3
FCF will repair the system during Normal Working Hours when you ask us to do so.
FCF will not charge you for repair if it is covered by the service level you have chosen.
You must pay for all other works and visits.
2.4
Except as expressly stated elsewhere in this Agreement First Choice Facilities shall provide such items of equipment, materials or tools for incorporation in the Installed System as are required for provision of the Maintenance Services.
3
Clients General Obligations
3.1
The Client shall afford First Choice Facilities personnel uninterrupted access to the Installed System during the Specified Hours as they may reasonably require for the purpose of carrying out Routine Maintenance activities.
3.2
The Client shall, at no cost to First Choice Facilities, make available for use by First Choice Facilities personnel visiting the Premises such of the Client's fixed building maintenance equipment, including safe working platforms, as may be required to carry out the Maintenance Services.
3.3
Throughout the term of this Agreement the Client shall only permit First Choice Facilities personnel to service, maintain and/or repair the Installed System.
3.4
The Client shall promptly advise First Choice Facilities on becoming aware of any environmental conditions that may adversely affect or are adversely affecting the normal functionality of the Installed System.
3.5
The Client acknowledges that First Choice Facilities is not obligated under this Agreement to repair or replace component parts of the Installed System which are defective as at the Commencement Date. The repair or replacement of such defective components will be the subject of a separate agreement or, if under First Choice Facilities warranty, in accordance with the terms and conditions of the agreement under which they were originally supplied.
3.6
The Client hereby warrants that any insurance cover taken out by him or by others in connection with the Premises or the Installed System will not be invalidated or compromised in any way by First Choice Facilities carrying out its obligations under this Agreement.
4
Charges
4.1
Pricing
4.1.1
The Annual Service Charge, the rates used to compute Additional Charges and any other prices or rates included or referred to in this Agreement or Quotation are exclusive of Value Added Tax.
If prices have not been agreed then our standard prices apply
4.1.2
The Annual Service Charge and the rates used to compute Additional Charges shall remain fixed for twelve months from the Commencement Date and thereafter may be revised by First Choice Facilities at twelve-monthly intervals.
4.1.3
Not less than 60 days prior to the anniversary of the Commencement Date First Choice Facilities shall notify the Client of the Annual Service Charge and the rates used to compute Additional Charges to apply for the following twelve month period and upon such anniversary of the Commencement Date Schedule II shall be deemed to have been amended accordingly.
4.1.4
Nothing in this clause shall be construed as limiting First Choice Facilities' right to adjust the Annual Service Charge in accordance with clause 6.
4.1.5
Upon completion of any extraneous activities a Work Report shall be raised by FCF and authorised by the Client or his nominated representative.
4.2
Call-out charges shall be certified against a Work Report signed by the client or his
authorised
representative.
4.2.1
The client shall within 14 days provide First Choice Facilities with an order or an appropriate reference number against which an invoice can be raised.
4.2.2
Where invoices are rejected through the client’s failure to provide such order nos. or reference nos. the client shall be liable to an additional fee to cover such extra administrative costs as may be incurred as a result of such omission.
5
Term & Termination
5.1
This Agreement shall take force on the Commencement Date specified in the Form of Agreement and shall continue
until determined in accordance with the provisions of sub-clauses 5.2 and 5.3.
5.2
Either party shall be entitled to determine this Agreement upon the anniversary of the Commencement Date provided written notice of termination has been given to the other party at least 30 days prior to such anniversary.
If notice has not been given then the contract will have been deemed to renew for a further 12 months.
5.3
This agreement may be terminated immediately upon written notice being given to the other party in the event that:-
5.3.1
The other party is in breach of any of its fundamental obligations under the Agreement or, has failed to take all reasonable steps to remedy the same within seven days of notice being given specifying the breach and requiring the same to be remedied; or
5.3.2
Any distress or execution is levied on the other party's property or if the other party has a receiver, administrator, administrative receiver or manager appointed over the whole or any part of its assets, becomes insolvent, compounds or makes any arrangement with its creditors or commits any act of bankruptcy or is wound up or goes into liquidation.
5.3.3
If the Police, Fire or other authority takes away their approval or will only give their approval depending on conditions which we believe make it no longer practical
6
Changes to the Installed System
If during the term of this Agreement there is any alteration in, addition to or omission from the Installed System then Schedule III shall be deemed to have been amended accordingly, provided that where such alteration, addition or omission is carried out by the Client or a third party then the Client shall promptly provide full details to FCF. Where in FCF reasonable opinion any alteration, addition or omission significantly affects the scope of the Maintenance Services then First Choice Facilities shall have the right to adjust the Annual Service Charge by a fair and reasonable amount, having regard to the extent of the change and the date on which it was made, and the adjusted Annual Service Charge shall become effective upon notice being given to the Client.
7
Warranty
7.1
First Choice Facilities warrants that it will, at its option, repair or replace any equipment supplied or installed under this Agreement which in proper use is or becomes defective due to faulty design, materials, installation and/or workmanship within twelve months from the date such equipment is incorporated into the Installed System.
The customer will be responsible for the
labour
costs to replace a faulty part.
Defective equipment replaced by First Choice Facilities shall become the property of First Choice Facilities.
7.2
This warranty shall become void in respect of equipment that has been altered or repaired by the Client or any third party without First Choice Facilities prior written consent.
8
Invoicing & Payment
8.1
First Choice Facilities shall invoice the Annual Service Charge in accordance with the provisions of Schedule II. Invoices in respect of any Additional Charges will be issued separately whenever such charges are incurred by First Choice Facilities.
8.2
The Client shall pay all properly submitted invoices within 14 days of receipt. All payments shall be made without setoff, counterclaim or any other deduction.
8.3
Any sums not paid to First Choice Facilities by the due date shall be subject to an interest charge at the rate of 5% per annum above the then current base lending rate of Barclays Bank plc, compounded monthly. Such interest shall accrue from the due date of payment up to the time when such sums are paid in full notwithstanding the commencement of any legal process or the obtaining of any judgement.
8.4
Retention of title – the Materials / goods remains the property of first choice facilities Plc until such time as the works associated with the submitted invoices have been paid in full.
The Customer must keep the Materials / goods of the Company separately identifiable.
8.5
The Company will be entitled to recover all costs incurred to recover outstanding monies.
Company letters are deemed to cost £50 +VAT per letter, the administration charge for court action is £50+ vat
8.6
The client as 14 days to raise a query or claims with an invoice.
Queries or claims after this date will not be accepted.
8.7
The Company will be entitle to add a £10 charge to the invoice if the invoice is paid outside the terms and conditions to each invoice.
9
Indemnity
9.1
Except for fraud or liability under death or personal injury arising out of negligence from
First Choice Facilities, it Stewards or Agents, First Choice Facilities shall not be liable for any claim or claims for direct or indirect consequential loss, injury or damage arising out of defects of any acts of omission
9.2
First Choice Facilities agrees to indemnify the Client against direct loss or expense in respect of injury or damage to the Client's property or that of others to the extent that the same is due to any negligence, breach of statutory duty, omission or default of First Choice Facilities or of any person for whom First Choice Facilities is responsible; provided that First Choice Facilities' liability under this sub-clause 9.2 shall not exceed 20 x the invoice value in the aggregate.
9.3
First Choice Facilities liability in respect of any defect in any equipment supplied under this Agreement shall be limited to First Choice Facilities effecting the remedies set out in clause 7.1.
9.4
Except as expressly provided in this Agreement First Choice Facilities shall not be liable whether in contract, tort (including negligence) or otherwise for any loss of profit, loss of use, loss of production, loss of contracts or for any financial or economic loss or for any loss or damage, including any indirect or consequential loss or damage, howsoever arising; this proviso shall continue in force notwithstanding the termination, cancellation or repudiation of this Agreement by either party.
9.5
FCF are not responsible for the following:
a)
Losses arising before the completion of our first routine inspection visit to the Premises ( if applicable)
b)
Losses during the first 12 months from the Commencement Date arising as a result of that part of the system which has not been inspected.
c)
Loss due to acts or neglect of any person including you the Customer, the provider of the telephone line, redcare or other type of communication technology, a police, fir, or other authority or individual.
None of these is our agent for any purpose.
d)
Delays, interruptions or suspensions in providing the services which are due to any other person (including the Customer)thing or event which we could not reasonably be expected to prevent.
e)
Loss due to the fact that equipment or cabling not supplied by us is connected to or installed near to the system after the Commencement Date.
f)
Losses resulting from:
a.
The police, fire or other authority failing to act in accordance with Emergency Response.
b.
A signal transmitted to the Alarm Receiving Centre not being received by us for reasons beyond our control.
c.
Any other cause beyond our reasonable control and not caused by our lack of reasonable care
g)
Losses due to the Customer failing to follow our recommendations given at any time for additions, repairs or any work required to the system.
h)
Losses outside the purpose of the system
i)
Losses arising from the following:
a.
The design and layout of systems not installed by FCF.
b.
If the system fails to provide the level of protection you require
c.
The failure of any cables or wiring installed within the fabric of the Premises or buried underground prior to the Commencement Date
j)
Losses arising from the activation of a circuit breaker which affects the power supply to any part of the System
k)
Damages unavoidably caused to decorations, fittings and the like at the premises as a result of providing our Services
9.6
If the System has a communication link to an Alarm Receiving Centre run by a third party, FCF are not responsible for:
a)
signal being transmitted to the Alarm Receiving Centre; or
b) dealing with or responding to Signals from the system
10
Confidentiality
First Choice Facilities undertakes not to disclose to any third party any information or knowledge which is divulged by the Client or becomes known to First Choice Facilities in the course of this Agreement save insofar as may be necessary for the purposes of the Agreement or to comply with the lawful requirements of any regulatory bodies or otherwise as required by law. This undertaking shall not apply to information or knowledge which comes into the public domain other than by breach of this clause or is lawfully obtained from a third party with full rights to disclose.
11
Recommendations
11.1
Because the purpose of any system purchased from FCF and the limits of our responsibility to the Client, we strongly recommend that you the Client should take out separate insurance to cover your Premises and the persons at and the contents of your Premises.
11.2
FCF recommend that you the client only use only telephone for the system and that you use an enhanced signaling System which is designed to detect line faults, line cuts or tampering with the telephone line.
11.3
Where we have to remove detectors from the premises for cleaning purposes, we recommend that you keep a stock of detectors at the Premises to enable the System to function without interruption.
11.4
FCF recommend that you insure the System
12
Retention of Title
All equipment remains the property of FCF until such times as the works associated and the submitted invoices have been paid in full.
12
Security
First Choice Facilities agrees to comply with all reasonable access control and security measures applied by the Client or by others in respect of the Premises. The Client in turn undertakes to provide First Choice Facilities with sufficient details of such measures as are necessary for First Choice Facilities to comply with this clause and to carry out its other obligations under this Agreement.
12
Force Majeure
If First Choice Facilities is prevented from or delayed in performing any of its obligations under this Agreement owing to industrial action or any other cause beyond its reasonable control then First Choice Facilities shall, upon giving notice of such prevention or delay to the Client, be excused the performance or punctual performance as the case may be of such obligations for so long as the circumstances of prevention or delay may continue. In the event that First Choice Facilities is excused the performance of any obligation for a continuous period of 90 days then First Choice Facilities may at any time thereafter, and provided such performance or punctual performance is still excused, terminate this Agreement by notice to the Client. Upon termination of this Agreement in accordance with this clause 13 the Client shall pay to First Choice Facilities, in so far as the same shall not already have been paid, the value of the Maintenance Services provided up to the date of termination and any Additional Charges properly due to First Choice Facilities.
13
Notices
All notices given hereunder shall be in writing
and sent by recorded delivery mail to the relevant party at the address shown in this Agreement or such other address as that party may from time to time nominate by notice to the other. Notices shall be deemed to have been received on the third working day following the date of posting.
14
Headings
The headings used in this Agreement are for convenience only and do not alter the effect or meaning of any of the provisions hereof.
15
Severance
Any provision of this Agreement which is declared void or unenforceable by any competent authority or court shall to the extent of such invalidity or unenforceability be deemed severable and the other provisions of this Agreement shall continue in force unaffected.
16
Applicable Law
This Agreement shall be deemed to have been made in
17
Entire Agreement
This Agreement embodies the entire agreement between the parties relating to the subject-matter hereof and supersedes all previous oral or written agreements, promises, representations or obligations between the parties relating to the subject-matter hereof. No addition to or amendment of or variation in the terms and conditions of this Agreement shall be binding unless made in writing and signed by authorised representatives of First Choice Facilities and the Client.
18
General
If a Court finds that any part of this agreement is not enforceable, but can be kept separately from the rest of this agreement, this will not affect the remainder of this agreement
