1 Definitions
In this contract, the words shown in bold type below have the meanings shown next to them.
Abortive visit charge – our charge for a wasted visit to your site because you do not let us carry out maintenance or extra maintenance.
AED- 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.
Authorised use – using our equipment as intended according to the instructions on it.
Certificate of inspection – a certificate showing the equipment we have worked on (whether as part of maintenance, extra maintenance or a Firecall) and refills, parts or equipment we have supplied.
Contract – the contract under which you hire the equipment. The contract is made up of the quotation (if any), the schedule, these terms and conditions, the Mover’s agreement and any document we provide relating to our equipment or its maintenance or extra maintenance.
Contract date – the date shown on the schedule after it has been accepted and signed by our Office.
Due date – the date you must pay rent under an existing contract. End date – the date the contract comes to an end.
Equipment – fire extinguishers and AEDs that we own listed in the schedule.
Existing contract – any other contract you have with us for hiring our fire extinguishers at your site.
Extra charge – our charge at the list price current at the time we visit your site for any extra maintenance we provide.
Extra maintenance – any work we need to do to bring our equipment up to the current British Standard (or the EU equivalent) and which does not form part of maintenance. Such work may be carried out during maintenance or a Firecall and includes replacing, refilling or recharging our equipment after unauthorised use or replacing missing or damaged equipment or parts.
Firecall – an unscheduled maintenance visit you ask for.
Maintenance – inspecting and testing our equipment, and replacing worn or faulty parts and replacing or refilling
our equipment if this is needed as a result of fair wear and tear or authorised use.
Minimum visit charge – the minimum extra charge you must pay us for coming to your site on a Firecall.
Minimum term – the minimum number of years, as shown in the schedule, the contract must be in force, starting on the contract date.
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 Monday to Friday, except public and bank holidays.
Quotation – our written statement which includes details of prices and other contract terms.
Rent – our charge for hiring out our equipment to you and for maintaining it.
Schedule – the schedule on the front of this document.
Service month – the same month of the year when we carry out maintenance. Site – the address, as shown in the schedule, where you keep our equipment.
Unauthorised use – using our equipment for the wrong reason. We decide if the reason is unauthorised. Examples of unauthorised use include:
We, Us or Our – Chubb Fire & Security Limited, Chubb House, Shadsworth Road, Blackburn, Lancashire, 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.
2 Delivery and Ownership
We will deliver our equipment to your site. Our equipment may be new or reconditioned, but it will be in good condition and ready to be used. Although our equipment is at your site, it will remain our property and we retain title to the equipment.
3 Contract Period and Compensation
(a) This contract starts on the contract date and, unless condition 7 applies, it cannot be ended before the last day of the minimum term. The minimum term will end on the last day of the same month (but not the same year) that we delivered our equipment.
(b) If you end this contract before the end of the minimum term then you must pay for damages equal to the greater of:
- The rent for 6 months, or
- The rent payable from the end date until the midpoint of the minimum term provided that if the end date is a date in the last 6 months of the minimum term then the damages payable shall be the rent due for the period from the end date to the expiry of the minimum term. These damages are to compensate us for our loss, they are not a fine.
4 Your Obligations Under this Contract
(a) You must do the following:
1 Pay us our rent, and other charges when they are due, with the addition of Value Added Tax at the current rate using the method agreed and without counter claim, deduction, set-off or withholding.
2 Allow us to enter the site (or any other place where our equipment is kept) to carry out maintenance or inspect its condition, at all reasonable times.
3 Protect our equipment from unsuitable operating conditions (including freezing temperatures and, if kept outdoors, unfavourable weather) while it is on your site.
4 Take full responsibility for looking after our equipment and, if it is lost or damaged while in your possession, pay for a replacement at out list price current at the time the loss or damage is reported to us. Our terms and conditions of sale will apply to any replacement equipment, except that you will not own our equipment and you must continue to pay rent for it until the contract ends. We may sell some or all of our equipment to you when the contract ends if you ask us.
5 Tell us immediately if our equipment has been used, damaged or loses pressure.
6 Give us at least 21 days’ notice in writing before you move your business from the site.
7 Let us collect our equipment from your site (or any other place where our equipment is kept) when the contract ends. Our equipment includes any replacement equipment supplied to you under 4a4. You must keep our equipment for at least one month after the contract has ended unless we collect it before then.
(b) You must not do the following:
1 Move our equipment (or allow it to be moved) off your site without our permission
2 Sell, transfer, sublet or abandon our equipment, or give someone else a legal right over it.
3 Use our equipment as security for a loan.
4 Try to repair our equipment or take it apart, or let anyone other than our representatives do so.
5 Our Obligations Under this Contract
(a) Each year we will carry out maintenance and extra maintenance during normal working hours to the current British Standard or the EU equivalent if it applies.
(b) If you do not have an existing contract with us we will carry out our first maintenance 12 months after the contract date and future maintenance in the service month. However, if you do have an existing contract we will carry out our first maintenance under this contract on the next date maintenance is due under the existing contract, and future maintenance in the service month.
(c) After maintenance or a firecall, we will leave a certificate of inspection to show that we have left our equipment in proper working condition. If we replace any of our equipment we may replace it with similar reconditioned units. If we replace equipment, parts or refills as part of maintenance, we will not charge for this. However, we do charge for extra maintenance.
(d) If we do not carry out:-
1 Maintenance to the current British Standard or EU equivalent, or
2 Maintenance within 30 days either side of the service month then condition 5e shall apply.
(e) If we do not carry out maintenance properly or at all under condition 5d1 you must let us do the maintenance again and if that maintenance still does meet the current British Standard or EU equivalent, you can give us written notice to end this contract unless condition 5f applies. If we do not carry out maintenance on our equipment at the agreed time under condition 5d2, you must tell us so we can carry out that maintenance. We will carry out maintenance within 10 days of the date we receive your written notice asking us for maintenance (or on any later date you ask for) and if we do not meet that date you can give us written notice to end this contract unless condition 5f applies.
(f) If you have not met your obligations in this contract or we were prevented under condition 9 from meeting our obligations to you then we shall not have broken our obligations to you.
(g) We will decide if our work is part of normal maintenance or should be classed as extra maintenance. When we are at your site for maintenance we will also carry out any extra maintenance that is needed.
(h) We will carry out extra maintenance at any time if you ask. However, if we are not already on your site for maintenance you will have to pay at least the minimum visit charge, unless the extra charge is more.
6 Paying our Charges and Changes to our Prices
(a) If you have chosen not to pay by monthly direct debit you must pay the following charges within 30 days of the date of our invoice:- rent, extra charge and, if it applies, abortive visit charge. We will issue our first invoice for rent on or after the contract date. You must pay rent each year this contract is in force. Send your payment to the address shown on the invoice.
(b) If you have chosen to pay by direct debit you must pay the monthly charge specified in the schedule in accordance with the direct debit payment timing and terms agreed together with any extra charge and if it applies abortive visit charge.
(c) If you have an existing contract with us you must pay part of the first year’s rent to over the period from the contract date to the due date. The part payment will be equal to the first year’s rent divided by 365 and multiplied by the number of days from the contract date up to (but not including) the due date. You must pay rent for the second and each following ear under this contract in full on the next due date.
(d) Once the contract has been in force for the minimum term from the contract date we may change our charges at any time. However, we will not change or charges more than once a year during the period of this contract. If we change our charges, any increase to our rent will not be more than the percentage increase in the latest monthly Retail Price Index (all items) published the month before we make the change. We will give you notice of our new charges on our invoice.
(e) If you want us to carry out maintenance or extra maintenance outside normal working hours we may charge you more for that work.
(f) If you do not pay our rent and any other 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 of 8%.
(g) 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.
8 Ending this Contract
(a) We can end this contract immediately by giving you written notice if you:
1 Do not meet any of your obligations in this contract; or
2 Have given us incorrect information; or
3 become insolvent, bankrupt, (in Scotland become ‘notour bankrupt’), have a winding-up order made against you, make an arrangement to pay off your creditors or have a legal order carried out against your property.
(b) 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.
(c) You can end this contract immediately, by sending us written notice, if condition 5e applies.
(d) We or you can end the contract by giving the other at least 3 months' written notice which may not expire before the end of the minimum term. If we end this contract for a reason set out in condition 7a1, 7a2, or 7a3, you must pay us damages to compensate us for our loss. These damages will be the same as the damages you must pay us in condition 3b. They are not a fine.
8 Limits of Liability
Our equipment meets strict quality control standards. Our equipment is designed to last as long as you use, maintain and store it according to the instructions supplied with it. We will not be responsible for any consequences of you failing to follow these instructions. Also we will not be responsible for matters that are outside our control. Therefore we strongly recommend that you take out insurance against any loss or damage which might occur if you cannot use the equipment when you need it.
(a) We accept liability for:
1 Supplying any spare parts or replacement equipment which we do not own; and
2 Loss or damage to property if the loss or damage is caused by our negligence while working at the site and the amount we will pay for such claims is limited to in total for any one claim or series of claims arising from one event:
(i) £50,000 for loss or damage to property, except in relation to AED Defibrillators, where our liability shall be limited to £10,000; and
(ii) £10,000 in respect of any other loss or damage.
(b) We will not provide any guarantees or warranties relating to the quality of materials, parts or workmanship, or whether the materials or parts are fit for their particular purpose, unless you are dealing with us as a private individual (not a business) or we have agreed to meet any quality standards.
(c) We will not be liable for any indirect loss or damage, or for any financial loss (such as loss of profits or business) you may suffer.
(d) If you have any claim against is under this contract, you must give us written notice as soon as is reasonably possible. However, if your claim is based only on the quality of the maintenance or extra maintenance we have provided, you must give us written details of your complaint within one month of the date the work was carried out.
(e) If we are liable for any claim you make under this contract, we will not pay more than £10,000 for all claims.
(f) 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.
(g) Nothing in these conditions or in the contracts limits or excludes our liability:
1 For death or personal injury resulting from negligence; or
2 For any damage or liability incurred by you as a result of fraud by us; or
3 Breach of any obligation as to title implied by statute; or
4 To any extent not permitted by law.
9 Excusable 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 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 that are due under the contract.
10 General
(a) We will supply our equipment and provide maintenance and extra maintenance under these conditions. Any terms and conditions that you specify (whether or not they are contained in your purchase order) will not apply to this contract unless we have agreed in writing to accept them.
(b) You cannot transfer your rights or obligations under this contract without our permission.
(c) The Contracts (Rights of Third Parties) Act 1999 does not apply to this contract. This means that no one except you or us can take action to enforce its terms but this does not affect the rights that any third party might have apart from that Act.
(d) If we decide not to enforce any of the terms and conditions of this 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.
(e) This contract cannot be changed unless you and we agree to the change in writing.
(f) The documents that make up this contract are shown in its definition. However, if you want to rely on something which you and we have not agreed under condition 10e, but which you can reasonably assume from the facts, you must give us written details.
(g) If we decide to use a scanned copy of this contract in any court action instead of the original then you agree that the scanned contract may 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 the scanned document is genuine.
(h) All notices given under this contract will be treated as delivered if they are properly addressed and sent by post to, in our case, our address on our invoice and, in your case, your invoice address.
(i) Whoever signs this contract on your behalf confirms that he/she 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 this contract afterwards, we may suffer a loss. Under these circumstances, the person signing this contract agrees to fully compensate us for any losses and expenses we suffer from not being able to enforce this contract against you.
(j) The contract will be governed by English law and an English court will deal with any dispute under it.
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 or services to certain counties, certain individuals, or legal entities that are subject to international economic, financial, or other sanctions, we reserve the right to refuse an 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 Anti-Bribery
Neither party shall, directly or indirectly, make a bribe or other illegal gift, payment, offer, promise, or authorise 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. This provision shall survive the termination of the contract.
13 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 the 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 is has provided to us prior to providing it to us.
13.1 We may share Personal Information with our service providers in accordance with applicable data privacy laws and with appropriate protections.
13.2 We may store Personal Information on servers located and accessible globally by Api Group Inc and their service providers with appropriate protections in place. Api Group shall mean Api Group Inc and its affiliates including Chubb Fire & Security.
13.3 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 serve as a controller and assume legal obligations s a controller, including for defining the appropriate retention period.
13.4 If the Personal Information is involved in a Data Breach Incident (set of circumstances that involve actual or reasonable possibility of unauthorised access to or possession of, or the loss of 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.
13.5 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 upon 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 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 maybe 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 9i) 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.