These conditions set out our agreement in relation to the services we provide to you. The definitions used in these conditions are set out in condition 10.
Our services are divided into five categories: Prevent Fire; Detect Fire; Contain Fire and Escape Fire and Life-Saving. In these conditions we have set out the particular obligations and other conditions applicable to each of these categories of service; but please note that some conditions apply to several (or all) categories of service.
1 OUR OBLIGATION
1.1 Detect Fire
The schedule indicates the fire detection package you have selected in the Detect Fire section. You must pay the charges specified in the schedule in respect of each visit we make to the site to carry out maintenance to the fire detection system. We will undertake the number of visits set out in the schedule to carry out maintenance to the fire detection system. This is what is included in the charges specified in the schedule for each service package:
Standard:
The cost of any components or parts used during this maintenance will be charged at our then current rates.
Comprehensive:
i We will carry out and pay for any repairs or replacement components to your systems which are needed because of a fault in your system caused by us or through reasonable wear and tear.
ii We will carry out our first visit on or around the date shown in the schedule when we will complete an inspection to verify that the system is compliant with the standard and not obsolete. In the event that we identify that the system requires any alterations, modifications or upgrades we will provide a proposal to carry out the works required in order for us to maintain the system for the duration of the minimum term. In the event that you do not agree to these proposed works then this agreement will come to an end.
iii The following are not included in the price shown in the schedule and will be charged separately:
equipment to replace parts that are no longer manufactured or readily available
equipment that is outside the manufacturers recommended operational life
portable batteries
radio equipment batteries and assemblies
wiring and cable infrastructure
1.2 Contain Fire
(a) We will come to the site to carry out maintenance to the fire containment system.
(b) We will carry out such work to the fire containment system and replace such components as may be required.
(c) We will carry out maintenance on all additional equipment not specified on the schedule we find on site unless you tell us otherwise.
1.3 Escape Fire
(a) We will come to the site to carry out maintenance to the emergency lights shown on the schedule.
(b) We will carry out such work to the emergency lights and replace such components as may be required.
(c) We will carry out a full discharge test to your emergency lighting in line with the standard unless you have confirmed to us you want a shorter test. Due to the possibility of a failure of your normal lighting supply occurring shortly after a period of testing your emergency lighting, you should make suitable alternative temporary arrangements until the batteries have fully recharged.
1.4 Life Saving
(a) We will come to the site to carry out maintenance to the AED Defibrillators as specified on page 1 Schedule.
(b) We will carry out such work to the AED Defibrillators and replace such components as may be required.
(c) We will carry out an inspection of the AED Defibrillator, its battery and the application pads to ensure they are fit in good condition, fit for purpose and inside applicable expiry date in line with the manufacturer’s instructions; leaving it in a rescue-ready condition or recommending it be repaired.
(d) Inspection of AED Defibrillators shall be carried out annually. One set of replacement AED pads and battery is included in the contract charge set out in the schedule for the duration of the minimum term on the condition that the replacement is due to reasonable wear and tear.
1.5 General
(a) We will carry out maintenance during normal working hours and, subject to condition 1.3(c) above, to the standard. This includes fire detection systems, fire containment systems, emergency lighting and AED Defibrillators
(b) We will carry out all services with reasonable skill and care in accordance with good industry practice.
(c) Our first visit will be within 30 days either before or after the date specified on the schedule and our subsequent visits will be made the number of times per year specified on the schedule.
(d) If maintenance is not carried out on the due dates or in accordance with the standard you must give us the opportunity to carry out the maintenance by giving us 30 days’ written notice.
(e) We will carry out additional work relating to the repair and/or upkeep of your systems as required. You will be charged in accordance with our then current rates.
(f) After each maintenance visit, including a call out, we will issue a certificate of inspection to show the condition of the system we have inspected and tested.
(g) We will tell you if any system is faulty and we will give you a quotation for replacing or repairing it. We will not be obliged to provide further maintenance in respect of any part of the system if you do not accept our quotation or do not let us carry out the necessary work.
2 YOUR OBLIGATIONS
2.1 General
(a) You will pay for the services you have agreed to take. More information on our charges and payment terms is set out in Condition 4.
(b) You will give us access to the site at all reasonable times so we can perform our obligations.
(c) You must tell us about any changes which affect or may affect your system at the site; for example, extensions to the site, changes to the fabric of the building or changes to the internal layout, or the relocation of AED Defibrillators.
(d) You must provide, at your cost, all access equipment we may need to carry out the services (e.g. ladders, scaffolding) and you must ensure such access equipment is safe. You are responsible for ensuring compliance with all health and safety laws and regulations applicable at the site, including those relating to electrical safety.
(e) You should use and maintain the equipment and each system according to the instructions on them or supplied with them, including ensuring that AED Defibrillators remain in a rescue ready condition at all times.
(f) You should insure against all losses which you could suffer as a result of your system or equipment not working.
(g) Please note that while maintenance of the system is being carried out the system may not be fully operational and so during this time you should make suitable alternative arrangements to ensure you have effective protection in the event of fire as required by applicable legislation.
2.2 Contain Fire
(a) Hose Reels: You will be responsible for maintaining any pipe work from your mains to the hose reel isolating valve.
(b) Fire Containment System: You will be responsible for repairing any damage caused to the site as a result of any leaks from a defective fire containment system during or as a result of maintenance, including water escaping during pressure testing of wet and dry risers.
3 DURATION
The contract starts on the contract date. Unless it is terminated under Condition
5, you or we can terminate it by giving the other at least 3 months’ written notice
provided that this notice shall not be effective any earlier than, and the contract shall
continue at least until, the end of the minimum term.
4 CHARGES & PAYMENT
4.1 Detect Fire
The schedule indicates the fire detection package you have selected in the Detect Fire section. This is what is included in the charges specified in the schedule for each service package:
Standard
You must pay the charges specified in the schedule in respect of each visit we make to the site to carry out maintenance to the fire detection system. The cost of any components or parts used during this maintenance will be charged at our then current rates.
Comprehensive
i We will undertake the number of visits set out in the schedule to carry out maintenance to the fire detection system.
ii We will carry out and pay for any repairs or replacement components to your system which are needed because of a fault in your system caused by us or through reasonable wear and tear
iii We will carry out our first visit on or around the date shown in the schedule when we will complete an inspection to verify that the system is compliant with the standard and not obsolete. In the event that we identify that the system requires any alterations, modifications or upgrades we will provide a proposal to carry out the works required in order for us to maintain the system for the duration of the minimum term. In the event that you do not agree to these proposed works then this agreement will come to an end.
iv The following are not included in the price shown in the schedule and will be charged separately:
equipment to replace parts that are no longer manufactured or readily available
equipment that is outside the manufacturers recommended operational life
portable batteries
radio equipment batteries and assemblies
wiring and cable infrastructure
4.2 Contain Fire
(a) Fire Extinguishers The schedule indicates the fire extinguisher service
package you have selected in the Contain Fire section. This is what is included
in the charge specified in the schedule for each service package.
Gold 1 – Labour for each scheduled maintenance visit. It does not include the cost of any small and large spares or refills that may be required.
Gold 2 – Labour for each scheduled maintenance visit and any small spares (where required as a result of fair wear and tear only).
Gold 3 – Labour for each scheduled maintenance visit, any small and large spares (where required as a result of fair wear and tear only) and refills (where required as a result of use of fire extinguisher on a fire).
Gold 4 – Labour for each scheduled maintenance visit, any small and large spares, refills (where required as a result of use of the fire extinguisher on a fire) and the first test discharge undertaken by us (Chubb).
FX Essential – Labour for each scheduled maintenance visit and any small spares (where required as a result of fair wear and tear only).
FX Premier – Labour for each scheduled maintenance visit, any small and large spares (where required as a result of fair wear and tear only) and water/ foam/ Hydrospray refills (where required as a result of use of fire extinguisher on a fire and test discharge).
You will have to pay for spare parts and refills required to your fire extinguishers if the cost of spare parts or refills is not included in the service package you have selected, or if spare parts and/or refills are required as a result of neglect, tampering, misuse or discharge of the fire extinguisher for an improper purpose.
(b) Other equipment: You will have to pay our then current prices for all spare parts required in connection with provision of services to any other fire containment system.
(c) Scheduled maintenance in relation to equipment: For Gold1,2,3 and 4, You must pay whichever is the higher of:
i the minimum service charge plus the applicable amount (if any) due for any spare parts and/or refills; and
ii our then current equipment charge for the relevant items of equipment multiplied by the number of such items we maintain at the site, plus the applicable amount (if any) due for spare parts and/or refills. For FX Essential and FX Premier, you must pay:
iii the attendance charge specified in the schedule or if unspecified our then current attendance charge;
iv our then current equipment charge for the relevant items of equipment multiplied by the number of such items we maintain at the site, and
v the applicable amount (if any) due for spare parts and/or refills.
(d) Call Outs in relation to equipment: You must pay: (i) the call out charge; and (ii) our then current equipment charge for the relevant items of equipment multiplied by the number of such items we maintain at the site during the call out, plus the applicable amount (if any) due for spare parts and/or refills.
4.3 General
(a) Except where otherwise stated in the contract, all charges for services must be paid using the method agreed with the addition of Value Added Tax at the current rate within 30 days of the date of invoice or in accordance with the direct debit payment timing and terms agreed and without counter claim, deduction, set-off or withholding. You must pay our aborted visit charge if we visit the site and you do not let us carry out any services.
(b) Call out: For call out charges in relation to equipment please refer to condition 4.2(d). For call outs in relation to any other system you must pay for any additional hours of work not covered by the call out charge and for all spares and components at our then current rates.
(c) Price Changes: We may change the charges shown on the schedule for services at any time on or after the first anniversary of the contract date. For FX Essential and FX Premier we may change the charges shown on the schedule for services on or after the minimum term of 2 years. The revised charges will be shown on our subsequent invoice. This invoice will be our notice to you of our new charges.
(d) If you do not pay our charges in full by the due date then without prejudice to any other remedy that we may have under this contract we may claim interest, costs and compensation on all overdue debt in accordance with the Late Payment of Commercial Debt (Interest) Act 1998 (as amended by subsequent regulations) (“the LPCD”) where applicable; or, where we are not entitled to make a claim under the LPCD we reserve the right to claim simple interest at a rate of 8%.
(e) Where permitted by law, we shall be entitled to set-off any amounts due to you against any amounts owed to us by you by way of liability whether present or future, liquidated or unliquidated, and whether or not either liability arises under this contract. If the liabilities to be set-off are expressed in different currencies, we may convert either liability at a market rate of exchange for the purpose of set-off. Any exercise by us of our rights under this clause shall not limit or affect any other rights or remedies available to us under this contract or otherwise
5 5. SUSPENDING OR ENDING THE CONTRACT
5.1 We can withdraw all or any of our services or end the contract immediately by giving you at least 7 days’ written notice if you:
(a) do not meet any of your obligations in the contract;
(b) have given us any incorrect information; or
(c) fail to accept our quotation for repairing or replacing any system.
5.2 You can end the contract on 7 days’ written notice if we are in material breach of our obligations, you have given us written notice of the breach and we have failed to remedy it within a period of 30 days after your notice.
5.3 The contract will automatically terminate: (a) if you are a company and you stop trading, are wound up, become insolvent or enter into administration or receivership; or (b) if you are an individual and you are made bankrupt (in Scotland become ‘notour bankrupt’).
5.4 We or you can end the contract under condition 3 by giving the other at least 3 months’ written notice which may not expire before the end of the minimum term.
5.5 We can end this contract immediately by giving you written notice. If we are not satisfied with the result of a credit check on you or an international trade compliance check.
6 CONSEQUENCES OF ENDING THE CONTRACT
If you end the contract before the end of the minimum term or without giving us any or sufficient notice under condition 3, or if we end the contract for a reason set out in condition 5.1, you must pay us the amounts shown below to compensate us for our loss:
6.1 System
The charges that would have applied if the contract had continued to the first date on which it could properly have been terminated in accordance with condition 3 discounted by 50%.
7 LIMITS OF LIABILITY
7.1 This condition 7 sets out our entire financial liability (including any liability for the acts or omissions of our employees, agents and sub-contractors) to you in respect of:
(a) any breach of the contract;
(b) any use made by you of the systems or any equipment or any part of them; and
(c) any representations, statements or act or omission (including negligence) arising under or in connection with the contract.
7.2 All warranties, conditions and other terms implied by statute or applicable law are, to the fullest extent permitted by law, excluded from the contract.
7.3 Nothing in these conditions or in the contract limits or excludes our liability for:
(a) death or personal injury caused solely by our gross negligence or in performing maintenance, where such negligence is proven and directly results in system failure at the time of need; or
(b) for any damage or liability incurred by you as a result of fraud by us.
7.4 Subject to conditions 7.2 and 7.3 we shall not be liable for:
(a) any failure arising from misuse, tampering, lack of access, improper storage, of failure to follow manufacturer recommendations.
(b) wear and tear or failure of consumable parts (including but not limited to AED pads, batteries, fire extinguisher refills, emergency lighting batteries and fire alarm detectors)
(c) failure of systems due to external factors beyond our control, including power supply issues, environmental conditions, vandalism or third party interference.
(d) any loss of profits, loss of business, reduction of goodwill, loss of contracts, corruption to data or information, of any special, indirect, consequential or purely economic loss, costs, damages, charges or expenses.
7.5 Our total liability in connection with the contract shall be limited to the following amounts:
(a) £50,000 for loss or damage to property, except in relation to AED Defibrillators, where our liability shall be limited to £10,000; and
(b) £10,000 in respect of any other loss or damage.
7.6 We will have no liability to you, and you shall have no rights against us, for any delay by us in performing or complying with or any failure by us to perform or comply with any obligation under or term of the contract to the extent that such delay or failure is attributable to any of your acts or omissions or those of any of your employees, agents or contractors, including any breach by you of any obligation under or term of the contract.
7.7 If you have any claim against us under the contract you must give us notice as soon as is reasonably practicable.
8 EXCUSEABLE EVENTS
We will make every effort to keep to our obligations under the contract. However, if we cannot keep to our obligations under the contract because of circumstances beyond our reasonable control, we will give you written notice of those circumstances. If we are still unable to keep to our obligations after three months from the date of our first notice to you, you or we can end the contract by giving written notice to the other. If this happens you will only have to pay our charges for work we have carried out under the contract
9 GENERAL
9.1 We will supply the services in accordance with the contract. Any conditions you specify (whether or not they are contained in your purchase order) will not apply to the contract unless we have agreed in writing to accept them.
9.2 You cannot transfer your rights or obligations under the contract without our written permission.
9.3 The Contracts (Rights of Third Parties) Act 1999 does not apply to the contract. This means no-one except you or us can take action to enforce its terms, but this does not affect the rights that any third party may have apart from that Act.
9.4 If we decide not to enforce any of the conditions of the contract or we delay in doing so that will not prevent us from enforcing that, or any other term, or condition at a later date.
9.5 Except for changes we may make to our charges in accordance with these conditions, the contract cannot be changed unless you and we agree to the change in writing.
9.6 All notices given under the contract will be treated as delivered if they are properly addressed and sent by post to, in our case our address shown in our invoice and, in your case your postal address.
9.7 If we decide to use a scanned copy of the contract in any court action instead of the original then you agree that the scanned copy of the contract will be treated as if it were the original and unless you can show that its validity is in serious doubt we will not have to prove that the scanned copy is genuine.
9.8 You confirm that whoever signs the contract on your behalf has your authority to sign it. If you have not given your authority to the person named in the schedule and you do not approve the contract afterwards then we may suffer loss. Under these circumstances the person signing the contract agrees to fully compensate us for any losses and expenses we suffer from not being able to enforce the contract against you.
9.9 The contract is governed by English law and an English court will deal with any dispute under it.
10 DEFINITIONS
In the contract the words shown below in bold have the following meanings:
aborted visit charge: our charge for a visit by us to the site which is wasted because you do not let us carry out any services;
AED Defibrillator; A portable automated external defibrillator used for cardiac emergencies, including any associated components such as batteries, pads and carrying cases, as specified in the schedules.
attendance charge: our charge to attend your site on each scheduled maintenance visit.
call out: an unscheduled maintenance visit you ask for;
call out charge: our basic rate charge (for visits during normal working hours) or our premium rate charge (for visits outside normal working hours) for coming to your site on a call out, in each case as current at the time of visit;
certificate of inspection: a certificate showing the system(s) we have inspected and
worked on and any refills, spare parts, components or other equipment we have supplied;
contract: the contract under which we supply services. The contract is made up of the schedule, these conditions, the mover’s agreement and any other document we provide relating to the services;
contract date: the date shown on the schedule on which we sign the contract; equipment: the portable fire extinguishers, the wheeled fire extinguishers, fire blankets and hose reels indicated on the schedule;
fire containment system: the equipment and/or systems referred to in the Contain Fire section of the schedule;
fire detection system: the fire detection and alarm system referred to in the Detect Fire section of the schedule;
maintenance: the inspection and testing of your equipment and/or systems; minimum service charge: the minimum amount you must pay us for coming to your site for a scheduled maintenance visit as specified in the schedule;
minimum term: the fixed minimum term of the contract shown on the schedule; mover’s agreement: the agreement between you and us called the “Mover’s Agreement” attached to this contract whose date is noted in the schedule.
normal working hours: 8.30am to 5pm from Monday to Friday excluding public holidays in the country where the site is located;
quotation: a written statement providing details of our charges and other contract terms;
schedule: the schedule on the front of this document;
services: the services to be supplied by us as specified in the schedule and any other services provided pursuant to the terms of the contract;
site: the address shown on the schedule where the equipment and/or systems are located;
standard: the current British standard or EU equivalent applicable to the maintenance of the equipment or system;
system: the fire containment system, fire detection system and/or the emergency lights shown on the schedule.
we, us or our: Chubb Fire & Security Limited, Registered office: Chubb House, Shadsworth Road, Blackburn BB1 2PR. Registered in England & Wales No.524469 You: You, the customer into this contract is made with and includes any persons that we reasonably believe is acting with your authority.
11 INTERNATIONAL TRADE COMPLIANCE
In the event that there is or could be a potential breach of laws, regulations or ethical rules applicable to us, including, but not limited to, international trade compliance rules prohibiting the sale of goods and services to certain countries, certain individuals or legal entities that are subject to international economic, financial or other sanctions, we reserve the right to refuse any order placed under this contract, and you agree that you will not either directly or indirectly sell, re-export or transfer products, equipment, software, technical information or any services supplied under this contract.
12 SANCTIONS AND EXPORT CONTROLS
We reserve the right to suspend or terminate the provision of any Services in the event that there is or could be a potential breach of laws, regulations or ethical rules applicable to the Supplier, including, but not limited to, international trade compliance rules prohibiting the sale of goods and services to certain countries, certain individuals or legal entities that are subject to international economic, financial or other sanctions.
13 ANTI-BRIBERY
Neither party shall, directly or indirectly, make a bribe or other illegal gift or payment or offer, promise or authorize a bribe or other illegal gift or payment to any public or private person or entity, in connection with the contract. The parties represent and warrant that they have not taken, or permitted any of their affiliates, agents, sub-contractors, suppliers or employees to take, any action which would constitute a breach of this provision, and covenants to comply with (and require their affiliates, agents and employees to comply with) this provision. This provision shall survive the termination of the contract.
14 DATA PRIVACY
Compliance with Law. The products and/or services being provided require the collection of Personal Information (information and data exchanged in connection with the contract related to any identified or identifiable natural person or, in case of a conflict with applicable law, which is subject to any applicable data privacy laws). The parties will comply with applicable data privacy laws governing Personal Information processed in connection with the contract. The parties shall take all reasonable commercial and legal steps to protect Personal Information.
Rights and Obligations. If you provide us with Personal Information, you will ensure that you have the legal right to do so. You will notify the individuals whose Personal Information it has provided to us prior to providing it to us.
14.1 We may share Personal Information with our service providers in accordance with applicable data privacy laws and with appropriate protections.
14.2 We may store Personal Information on servers located and accessible globally by Chubb entities and their service providers with appropriate
14.3 If we process Personal Information under the contract, we will retain the Personal Information for the term of the contract and thereafter as required under the contract, to protect our legal rights, or as required or permitted by law or audit requirements. If we process Personal Information for purposes separate and apart from the contract, we shall serves as a controller and assume legal obligations as a controller, including for defining the appropriate retention period.
14.4 If the Personal Information is involved in a Data Breach Incident (set of circumstances that involve actual or a reasonable possibility of unauthorized access to or possession of, or the loss or destruction of, Personal Information), the party on whose system the data was stored is responsible
for any notifications and associated costs. Unless prohibited by law or a regulator with jurisdiction over a party, the notifying party shall make reasonable efforts to coordinate with the other party to allow input into the notification before it is made.
14.5 While performing under the contract, if a party learns of any: (i) complaint or allegation indicating a violation of the applicable data privacy laws regarding Personal Information; (ii) request from one or more individuals seeking to access, correct, or delete Personal Information; or (iii) inquiry or complaint from one or more individuals in relation to the processing of Personal Information, the party will exercise reasonable efforts to promptly notify the other party in writing, except to the extent prohibited by law, law enforcement, or a regulator with jurisdiction over such party. The parties shall provide reasonable commercial assistance to each other in investigating the matter, identifying the relevant information, preparing a response, implementing a remedy, and/ or cooperating in the conduct of and defending against any claim, court or regulatory proceedings.
Privacy Notice. Please review our privacy notice at the following address which explains how we deal with any personal information collected for our business: https://chubbfs.com/uk-en/privacy-policy-uk/
14 CREDIT CHECKS
In order to process your application we will supply information including your personal information to credit reference agencies (CRAs) and they will give us information about you, such as about your financial history. We do this to assess creditworthiness and product suitability, check your identity, manage your account, trace and recover debts and prevent criminal activity. We will also continue to exchange information about you with CRAs on an ongoing basis, including about your settled accounts and any debts not fully repaid on time. CRAs will share your information with other organisations. The identity of the CRA and the ways in which it uses and shares your personal information, is maintained on our sub-processor schedule and further details can be provided on request.
15 AGREEMENT CHANGE EVENTS
After taking all reasonable steps to mitigate, we shall give you reasonable notice should we suffer during the course of this contract any adverse impact on this contract, including increases in costs and expenses, as a result of an Event, i) related to an epidemic or pandemic, or ii) beyond our reasonable control.
An “Event” shall include, but not be limited to:
(a) changes in law;
(b) government action, public authority action;
(c) national emergency;
(d) changes in health and safety requirements,
(e) changes in environmental requirements;
(f) imposition of sanctions or embargo, breaking off of diplomatic relations;
(g) increases in tariffs or other duties, taxes or levies imposed on exports or imports, fluctuating exchange rates;
(h) changes or new requirements for licenses or consents;
(i) delays in export or import of products or services due to controls, processes or restrictions;
(j) terrorist attack, war; or,
(k) any other change to the business or economic environment in which we
operate that may be unforeseen at the date of this agreement.
Notwithstanding any other term or condition of this contract, following reasonable prior written notice to you setting out the change(s) to the contract and the effective date(s), we shall be entitled as a result of an Event, on a fair and reasonable basis, to (i) change any of this contract’s charges, prices, and/or rates so that we are financially no worse off than if the Event had not occurred, and/or (ii) vary any of the goods, products and/or services provided under this contract. In addition, it is further agreed that we shall have no liability for any delays to programme or delivery or any penalties, costs or damages that are associated with any programme or delivery if such delay is caused by an Event.