General terms and conditions of sale

1.1 The definitions and rules of interpretation in this clause apply in these terms and conditions ("Conditions"):

a) "Applicable Laws" all applicable laws, statutes, regulations from time to time in force in the United Kingdom;
b) "Business Day" means a day other than a Saturday, Sunday or public holiday in England, when banks in London are open for business. 
c) "Commencement Date" has the meaning given to it at clause 2.4;
d) “Company” means Scutum Fire & Security Limited (Registered Number: SC315671) trading as “Scutum”;
e) “Contract” means any contract between the Company and the Customer arising in relation to the supply of the System and/or the Services;
f) “Contract Period” means the period determined in accordance with clause 2.6;
g) “Company’s Equipment” means any control equipment, signaling equipment or similar equipment provided by the Company under the Contract;
h) “Customer” the person named in the Specification;
i) "Data Protection Laws" means the UK GDPR and any other Applicable Laws of the United Kingdom or of a part of the United Kingdom which relates to the protection of personal data.;
j) “Installation Address” the address specified in the Specification;
k) "Order" means the Customer's order as set out in the Specification, the Customer's written acceptance of the Company's quotation, or overleaf, as the case may be;
l) “System” means the system detailed in the Specification;
m) “Services” any services detailed in the Specification which the Company has agreed to provide to the Customer during the Contract Period including, without limitation,any monitoring services
and any maintenance services;
n) "Service Commencement Date" means the date on which the Company may notify in writing to the Customer as being the date on which the Services will commence;
o) “Specification” means any specification of the System and/or the Services provided by the Company to the Customer;
p) "UK GDPR" has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018;

1.2 The terms “data controller”, “data processor”, “data subject” and “personal data” all have the meanings given in the Data Protection Laws.

1.3 Clause headings shall not affect the interpretation of these Conditions.

1.4 References to clauses are to the clauses of these Conditions.

1.5 A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).

1.6 Unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.

1.7 Unless expressly provided otherwise in these Conditions, a reference to legislation or a legislative provision is a reference to it as amended, extended or re-enacted from time to time.

1.8 A reference to writing or written includes email.

1.9 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

2.1 These Conditions shall apply to all Contracts to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing.

2.2 No addition to, variation of, exclusion or attempted exclusion of any term of the Contract shall be binding on the Company unless in writing and signed by a Director the Company.

2.3 The Order constitutes an offer by the Customer to purchase the System and relevant Services, in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order and any applicable Specification are complete and accurate. 

2.4 The offer shall only be deemed to be accepted when the Company issues a written acceptance of the Order, on which date the Contract shall come into existence ("Commencement Date"). 

2.5 The Customer waives any right it might otherwise have to rely on any term endorsed upon, delivered or contained in any documents of the Customer that is inconsistent with these Conditions. 

2.6 Subject to Clause 9, the Contract Period shall commence on the Service Commencement Date and shall continue for a period of 3 years (the “Minimum Period”) and, thereafter shall continue for consecutive periods of 12 months (each an “Extension Period”) unless and until it is terminated by either party giving to the other not less than three months notice, such notice to expire, if served during the Minimum Period,on or after the expiry of the Minimum Period or, if served during an Extension Period,on or after the expiry of that Extension Period.

2.7 A quotation given by the Company shall not constitute an offer and is only valid for a period of 30 Business Days from its issue. 

2.8 Except as set out in the Contract and these Conditions, all warranties, conditions, terms and undertakings, express or implied, whether by statute, common law, custom, trade usage, course of dealings or otherwise (including without limitation as to quality, performance or fitness or suitability for purpose) in respect of the System and/or Services and/or Services and/or Company's Equipment to be provided by the Company under the Contract are excluded to the fullest extent permitted by law

3.1 The Customer shall:

• 3.1.1 ensure that the terms of the Order and any information provided in the Specification are complete and accurate;
• 3.1.2 co-operate with the Company in all matters relating to the Contract;
• 3.1.3 grant the Company free, uninterrupted and secure access to any relevant parts of its IT system or applications required for the System to be installed and/or any applicable Services to be completed, including but not limited to all necessary access credentials and 
  permissions, for the duration of the Contract Period; 
• 3.1.4 obtain and maintain at its own cost all equipment (other than the Company’s Equipment if not purchased outright by the Customer), facilities, utilities, licences and consents necessary for the operation of the System and the provision of the Services;
• 3.1.5 not allow anyone other than a duly authorised representative of the Company to alter, repair or otherwise interfere in anyway with the System or the Company’s Equipment except where maintenance services have been assigned to a third party;
• 3.1.6 use the System only in accordance with the Company’s written instructions;
• 3.1.7 notify the company immediately of any defect in the System or any proposed alterations to the Installation Address or its use which may affect the operation of the System or the provision of the Services; 
• 3.1.8 promptly provide the Company with such information as it may reasonably require from time to time to fulfil its obligations under this agreement and ensure that such information is accurate; and 
• 3.1.9 for the avoidance of doubt:

- 3.1.9.1 seek and obtain advice from an appropriately qualified and experienced person in relation to the extent of insurance cover that it may be advisable to acquire in respect of the building in which the System is installed; and 
- 3.1.9.2 take reasonable and appropriate steps to ensure the safety of the building in which the System is installed and the people in it, including but not limited to, complying with all regulatory requirements and implementing and complying with appropriate health and safety policies, and the Customer acknowledges and agrees that installation of the System is not a substitute for either of the activities referred to in clauses 3.1.9.1 or 3.1.9.2.

3.2 Where the Customer hires the Company's Equipment and the System, in addition to the obligations at clause 0, the Customer shall:

• 3.2.1 hire the Company's Equipment during the Contract Period;
• 3.2.2 keep the Company’s Equipment at the Installation Address and shall not sell, charge, pledge, part with possession or otherwise deal with the Company’s Equipment; and 
• 3.2.3 return the Company’s Equipment to the Company immediately upon termination or expiry of the Contract.

3.3 The Customer may reject any System supplied to it that does not comply with clause 4.2 below, provided that:

• 3.3.1 notice of rejection is given to the Company:

  - 3.3.1.1 in the case of a defect that is apparent on normal visual inspection, within [five] Business Days of installation;

   - 3.3.1.2 in the case of a latent defect, within a reasonable time of the latent defect having become apparent; and

• 3.3.2 none of the events listed in clause 8.3 apply.

3.4 If the Customer fails to give notice of rejecting in accordance with clause 3.3, it shall be deemed to have accepted the System. 

4.1 The Company shall:

• 4.1.1 use reasonable endeavours to install the System at the Installation Address on such date as is agreed with the Customer;
• 4.1.2 use reasonable endeavours to provide the Services in accordance in all material respects with the Specification;
• 4.1.3 comply with the standards set out in the Specification only, save for those required by any applicable law or regulatory requirement; and
• 4.1.4 ensure that the Company’s Equipment s manufactured by reputable manufacturers and conforms to all applicable statutory requirements.

4.2 The Company warrants that the System supplied to the Customer under the Contract shall

• 4.2.1 conform to the Specification;
• 4.2.2 be fit for any purpose held out by the Company; and
• 4.2.3 comply with all applicable statutory and regulatory requirements. 

4.3 The Company reserves the right to amend the Specification if necessary to comply with any applicable law or regulatory requirement, or if the amendment will not materially affect the 
nature of quality of the Services, and the Company shall notify the Customer in any such event. 

4.4 The Company warrants to the Customer that the Services will be provided using reasonable care and skill.

4.5 The Company may agree from time to time during the Contract Period to provide services to the Customer in addition to those set out in the Specification ("Additional Services"). Unless agreed otherwise in writing by the Company any such Additional Services shall be provided by the Company on a time and materials basis in accordance with the Company’s standard fee rates in force at the date the relevant services are provided.

Hire purchase

5.1 Ownership of the Company’s Equipment shall at all times remain with the Company. Ownership of any equipment supplied by the Company other than the Company’s Equipment shall not pass to the Customer until the Company has received in full (in cash or cleared funds) all sums which are or which become due to the Company from the Customer under the Contract.
 

5.2 Until such time as, in respect of the Company’s Equipment, the Company’s Equipment is returned to the Company or, in respect of any other equipment supplied by the Company under the Contract, ownership of the relevant item of equipment has passed to the Customer in
accordance with this clause 5,

• 5.2.1 the Customer shall:
  - 5.2.1.1 hold such items of Company’s Equipment and/ or other equipment on a fiduciary
  basis as the Company’s bailee; and
  - 5.2.1.2 indemnify the Company against all liabilities, costs, expenses, damages and losses 
  (including any direct or indirect consequential losses, loss of profit, loss of reputation 
  and all interest, penalties and legal and other professional costs and expenses)
  suffered or incurred by the Company arising out of or in connection with loss of or
  damage to the Company’s Equipment and/or such other items of equipment.

5.3 The Company’s Equipment and all other equipment supplied by the Company under the Contract shall be at the risk of the Customer from the time of delivery to the Installation Address.

5.4 The Customer grants the Company, its agents and employees an irrevocable licence at any time to enter any premises where the Company’s Equipment and any other equipment supplied by the Company under the Contract and in respect of which ownership has not passed to the Customer pursuant to clause 5.1 is or may be stored in order to inspect it, or, upon or at any time after termination or expiry of the Contract, to recover it.

Outright Purchase

5.5 The risk in the System and the Company's Equipment (together the "Goods" for the purpose of this clause 5) shall pass to the Customer on completion of delivery. 

5.6 Title to Goods shall not pass until the Company receives payment in full (in cash or cleared funds) for the Goods and any other equipment that the Company has supplied to the Customer which are or which become due to the Company from the Customer under the Contract.

5.7 Until title to the Goods has passed to the Customer, the Customer shall: 

• 5.7.1 not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
• 5.7.2 maintain the Goods in satisfactory condition and keep them insured against all risks for their full price on the Company's behalf from the date of delivery;
• 5.7.3 notify the Company immediately if it becomes subject to any of the events listed in clause 9.1; and
• 5.7.4 give the Company such information as the Company may reasonably require from time to time relating to: 
  - 5.7.4.1 the Goods; and 
  - 5.7.4.2 the Customer's financial position. 

6.1 The Company may invoice the Customer:

• 6.1.1 for the installation fee either:
  - 6.1.1.1 at any time following installation of the System; or
  - 6.1.1.2 where the Company reasonably estimates that installation of the System will take more than 4 weeks to complete, the Company may raise an invoice for such proportion of the works as it sees fit on a monthly basis,
• 6.1.2 the Company may, at its discretion, request a proportion of the price for the installation of the System, to be paid by the Customer in advance of it commencing any installation works (and the Company shall not be under any obligation to start installation works until the requested payment has been made)
• 6.1.3 following completion of installation of the System, and at annual intervals thereafter in respect of each year of the Minimum Period, for the annual maintenance, rental (where  applicable) and monitoring fees as detailed in the Specification); and
• 6.1.4 following the commencement of an Extension Period, for the maintenance, rental (where applicable) and monitoring fee payable by the Customer in respect of that Extension Period (as detailed in the Specification).

6.2 Where the Company has agreed to make any payments to any third parties on behalf of the Customer (including, without limitation, any charges payable to the police or any local authority) the Company shall be entitled to invoice the Customer from time to time in respect of any such payments made by the Company.

6.3 If required by the Company, the Customer shall set up a direct debit mandate to pay any sum or sums due under this Contract. 

6.4 The Company may invoice the Customer in respect of any Additional Services provided pursuant to clause 4.5 on a monthly basis.

6.5 The Customer shall pay each invoice submitted to it by the Company, in full and in cleared funds, within 30 days of the date of the invoice.
 

6.6 All charges quoted to the Customer shall be exclusive of VAT, which the Company shall add to its invoices at the appropriate rate.
 

6.7 Without prejudice to any other right or remedy that it may have, if the Customer fails to pay the Company on the due date, the Company may:

• 6.7.1 charge interest on such sum from the due date for payment at the annual rate of 4% above the base lending rate from time to time of the Bank of England, accruing on a daily basis until payment is made, whether before or after any judgment and the Customer shall pay the interest immediately on demand; and/or
• 6.7.2 suspend all Services until payment has been made in full.

6.8 Time for payment shall be of the essence of the Contract.

6.9 All sums payable to the Company under the Contract shall become due immediately on its termination, despite any other provision. This clause is without prejudice to any right to claim for interest under the law, or any such right under the Contract.
 

6.10 The Company may, without prejudice to any other rights it may have, set off any liability of the Customer to the Company against any liability of the Company to the Customer.

6.11 If the Customer cancels a confirmed appointment for Services on less than 24 hours' notice, the Customer shall be liable to pay a fee to the Company for engineer time to a maximum value of the prevailing day rate per engineer effected. 

6.12 The Company may review and increase its charges at any time by giving not less than 1 (one) months written notice to the Customer provided that such charges cannot be increased more than once in any 12 month period.

7.1 Both parties will comply with all applicable requirements of the Data Protection Laws. This clause 7 is in addition to. And does not relieve, remove or replace, a party's obligations or rights under Data Protection Laws. 

7.2 The parties acknowledge that for the purposes of Data Protection Laws, the Company is data processor in relation to the provision of the System and/or related Services under the Contract. The Specification and/or quotation together with any other Contract sets out the scope, nature and purpose of processing by the Company, the duration of the processing and the types of personal data and categories of data subject.

7.3 Without prejudice to clause 7.1, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to the Company for the duration and purposes of this Contract.

7.4 Without prejudice to clause 7.1, the Company shall, in relation to any personal data process in connection with the performance by the Company of its obligations under the Contract:

• 7.4.1 process personal data only on the documented instructions of the Customer, which shall be to process the personal data for the purpose of delivering the System and related Services unless the Company is required by Applicable Laws to otherwise process that personal data (Purpose). Where the Company is relying on Applicable Laws as the basis for processing personal data, the Company shall notify the Customer of this before performing the processing required by the Applicable Laws unless those Applicable Laws prohibit the Company from so notifying the Customer on important grounds of public interest. The Company shall inform the Customer if, in the opinion of the Company, the instructions of the Customer infringe Data Protection Laws;
• 7.4.2 implement technical and organisational measures to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage  to, personal data, which the Customer has reviewed and confirms are appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures;
• 7.4.3 ensure that any personnel engaged and authorised by the Company to process personal data have committed themselves to confidentiality or are under an appropriate statutory or common law obligation of confidentiality;
• 7.4.4 assist the Customer insofar as this is possible (taking into account the nature of the processing and the information available to the Company), and at the Customer's cost and  written request, in responding to any request from a data subject and in ensuring the Customer's compliance with its obligations under Data Protection Laws with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
• 7.4.5 notify the Customer without undue delay on becoming aware of a personal data breach involving the personal data;
• 7.4.6 at the written direction of the Customer, delete or return personal data and copies thereof to the Customer on termination of the agreement unless the Company is required by Applicable Law to continue to process that personal data. For the purposes of this clause 7.4.6, personal data shall be considered deleted where it is put beyond further use by the Company; and
• 7.4.7 maintain complete and accurate records to demonstrate its compliance with this clause 7.

7.5 The Customer provides its prior, general authorisation for the Company to:

• 7.5.1 appoint processors to process the personal data, provided that the Company:
  - 7.5.1.1 shall ensure that the terms on which it appoints such processors comply with Data Protection Laws, and are consistent with the obligations imposed on the Company in this clause 7;
  - 7.5.1.2 shall remain responsible for the acts and omission of any such processor as if they were the acts and omissions of the Company; and
  - 7.5.1.3 shall inform the Customer of any intended changes concerning the addition or replacement of the processors, thereby giving the Customer the opportunity to object to such changes provided that if the Customer objects to the changes and cannot demonstrate, to the Company's reasonable satisfaction, that the objection is due to an actual or likely breach of Data Protection Law, the Customer shall indemnify the Company for any losses, damages, costs (including legal fees) and expenses suffered by Company in accommodating the objection
• 7.5.2 Transfer Customer personal data outside of the UK as required for the Purpose, provided that the Company shall ensure that all such transfers are effected in accordance with Data Protection Laws. For these purposes, the Customer shall promptly comply with any reasonable request of the Company, including any request to enter into standard data protection clauses adopted by the Commissioner from time to time.

8.1 All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Contract.

8.2 Nothing in these Conditions limits or excludes the liability of the Company for death or personal injury resulting from negligence or any damage or liability incurred by the Customer as a result of fraud or fraudulent misrepresentation by the Company or any other liability which cannot be excluded or limited by law.

8.3 The Company shall not be liable to the Customer for the System's failure to comply with the warranties set out in clause 4.2 in any of the following events:

• 8.3.1 the Customer makes any further use of the System after giving notice in accordance with clause 3.3;
• 8.3.2 the defect arises because the Customer failed to follow the Company's oral or written instructions for the storage, commissioning, installation, use or maintenance of the System or (if there are none) good trade practice regarding the same;
• 8.3.3 the defect arises as a result of the Company following any drawing, design or specification supplied by the Customer;
• 8.3.4 the defect arises as a result of the Customer's own infrastructure;
• 8.3.5 the Customer alters or repairs the System without the written consent of the Company;
• 8.3.6 the defect arises as a result of fair wear and tear, willful damage, negligence, or abnormal storage or working conditions; or
• 8.3.7 the System differs from the Specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.

8.4 If the Customer rejects the System under clause 3.3 the Customer shall be entitled to: 

• 8.4.1 require the Company to repair or replace the rejected System; or
• 8.4.2 require the Company to repay the price of the rejected System in full. Once the Company has complied with the Customer's request, it shall have no further liability to the Customer for the rejected System's failure to comply with clause 4.2.
   

8.5 The Company shall have no liability to the Customer under the Contract if it is prevented from, or delayed in performing, its obligations under the Contract or from carrying on its business because it cannot access the Customer's own IT system and/or applications by fault of the Customer or third party; 
 

8.6 The Company shall have no liability to the Customer under the Contract if it is prevented from, or delayed in performing, its obligations under the Contract or from carrying on its business by acts, events, omissions or accidents beyond its reasonable control, including (without limitation) strikes, lock-outs or other industrial disputes (whether involving the workforce of the Company or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.
 

8.7 Subject to clauses 8.2 to 8.7, the Company shall not have any liability to the Customer for:

• 8.7.1 loss of profits;
• 8.7.2 loss of business;
• 8.7.3 loss of or damage to goodwill;
• 8.7.4 loss of anticipated savings;
• 8.7.5 loss of goods;
• 8.7.6 loss of contract;
• 8.7.7 loss of use or corruption of data or information; and
• 8.7.8 special, indirect, consequential or pure economic loss, costs, damages, charges or expenses.
• 8.8 Subject to clauses 8.2 to 8.8, the Company’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising in connection with the performance, or contemplated performance, of the Contract shall be limited to an amount equal to the total charges paid by the Customer under the Contract.

9.1 The Company shall have the right at any time by giving notice in writing to the Customer to terminate the Contract forthwith if:

• 9.1.1 the Customer fails to pay any amount due under this agreement on the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment;
• 9.1.2 the Customer commits a material breach of any of the Conditions of the Contract; or
• 9.1.3 the Customer repeatedly breaches any of the terms of the Contract in such a manner as to reasonably justify the opinion that its conduct is inconsistent with it having the intention or ability to give effect to the terms of the Contract.
• 9.1.4 any distress, execution or other process is levied upon any of the assets of the Customer; or
• 9.1.5 the Customer has a bankruptcy order made against him or makes an arrangement or composition with his creditors, or otherwise takes the benefit of any statutory provision  for the time being in force for the relief of insolvent debtors, or (being a body corporate) convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory), or has a receiver or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or documents are filed with the court for the appointment of an administrator of the Customer or notice of intention to appoint an administrator is given by the Customer or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986), or a resolution is passed or a petition presented to any court for the winding-up of the Customer or for the granting of an administration order in respect of the Customer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Customer; or
• 9.1.6 the Customer ceases or threatens to cease to carry on its business; or
• 9.1.7 the financial position of the Customer deteriorates to such an extent that in the opinion of the Company the capability of the Customer adequately to fulfil its obligations under the Contract has been placed in jeopardy.

9.2 The termination of the Contract, however arising, shall be without prejudice to the rights and duties of the Company accrued prior to termination. The conditions which expressly or implied have effect after termination shall continue to be enforceable notwithstanding termination.
 

9.3 Without prejudice to any other rights or remedies to which the Company may be entitled, the Company may suspend the provision of any Services where:
 

• 9.3.1 the Customer fails to pay any amount due under this Contract on the due date for payment;
• 9.3.2 any of the circumstances in clause 9.1 arise; or
• 9.3.3 the Company is required to do so by law or a regulatory or government body. 
   

9.4 If the Company suspends any Services pursuant to clause 9.3, then the Company may continue to charge the Customer for the Services during the period of suspension, and may charge the Customer a reasonable reinstatement fee upon reinstatement of the Services.

10.1 On termination or expiry of the Contract:

10.2 the Customer shall immediately pay to the Company all of the Company's outstanding, unpaid invoices and interest and, in respect of any System or Services supplied but for which no invoice has been submitted, the Company may submit an invoice, which shall be payable immediately on receipt; and
 

10.3 the Customer shall promptly return all of the Customer's Equipment and any other such equipment being the property of the Company and in the Customer's possession or control. If the Customer fails to do so, then the Company may enter the Customer's premises and take possession of the same. Until they have been returned or repossessed, the Customer shall be solely responsible for their safe keeping.

11.1 The Customer shall not be entitled to assign the Contract or any part of it without the prior written consent of the Company.

11.2 The Company may assign the Contract or any part of it to any person.

11.3 Each right or remedy of the Company under the Contract is without prejudice to any other right or remedy of the Company whether under the Contract or not.
 

11.4 If any provision of the Contract (or part of a provision) is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the remaining provisions shall remain in force.
 

11.5 Failure or delay by the Company in enforcing or partially enforcing any provision of the Contract shall not be construed as a waiver of any of its rights under the Contract. A waiver of any right under the Contract is only effective if it is in writing and signed by or on behalf of the waiving party.
 

11.6 These Conditions and the documents referred to in them constitutes the whole agreement between the parties and supersedes all previous agreements between the parties relating to their subject matter. Each party acknowledges that, in entering into the Contract, it has not relied on, and shall have no right or remedy in respect of, any statement, representation, assurance or warranty (whether made negligently or innocently) other than as expressly set out in these Conditions or the documents referred to in them. Nothing in this clause shall limit or exclude any liability for fraud.

11.7 The parties to the Contract do not intend that any term of the Contract shall be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person other than the Company and the Customer.
 

11.8 The Contract and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with English law, and the parties submit to the exclusive jurisdiction of the English courts.