Information provided to credit reference agencies. In order to process a Customer’s Order the Company will supply information including a Customer’s personal information to credit reference agencies (“CRAs”) and they will give the Company information about a Customer, such as about financial history. The Company does this to assess creditworthiness and product suitability, check identity, manage a Customer’s account, trace and recover debts and prevent criminal activity. The Company will also continue to exchange information about a Customer with CRAs on an ongoing basis, including about settled accounts and any debts not fully repaid on time. CRAs will share that information with other organisations. The identity of the CRA, and the ways in which it uses and shares our Customers personal information, is maintained on the Company’s sub-processor schedule and further details can be provided on request.

1. DEFINITIONS
In these Terms and Conditions all terms and expressions using the singular shall include the plural and vice-versa where the context requires. The defined terms used in these Terms and Conditions are set out below:
1.1. Additional Charge: means an additional charge described in and calculated in accordance with the Agreement, or any other additional charge agreed between the Company and the Customer.
1.2. Agreement: means the agreement on page 1 of this document between the Company and the Customer, these Terms and Conditions and if applicable and completed the schedule (addresses of multiple sites) at the end of this document.
1.3. Charge: means a charge, cost or rate described or specified in the Agreement and as adjusted from time to time in accordance with the Agreement.
1.4. Commencement Date: means the commencement date of the Agreement specified in the signature block on page 2 of this Agreement.
1.5. Fire Consultancy Service: means one or more of the fire alarm test Service, the emergency lighting test Service or the fire evacuation drill Service as selected in this Agreement and described in clause 12.1.
1.6. Initial Term: is the initial minimum term for the provision of the agreed Services selected in section 8 on page 1 of this Agreement. For the avoidance of doubt the Initial Term is only applicable to the Fire Consultancy Service.
1.7. Normal Working Hours: means 09:00 to 17:00 from Monday to Friday excluding public holidays in the country where the Site is located.
1.8. Order: means the order sent by the Customer to the Company.
1.9. Service: means the service or services selected in the Agreement to be provided by the Company to the Customer in accordance with the Agreement.
1.10. Site: means the site or sites identified in the Agreement where the Company provides one or more of the Services.
1.11. Terms and Conditions: means these terms and conditions.

2. CARRYING OUT THE WORK
2.1. Services
The Company will provide the Services selected in the Agreement in accordance with the Agreement.
2.2. Normal working hours
The Company will generally carry out its work during Normal Working Hours. The Company can make an Additional Charge based on the Company’s current premium rate charge for work carried out outside Normal Working Hours.
2.3. Standard of work
The Company shall carry out any work (including any design work) under the Agreement using reasonable skill, care and diligence in accordance with good industry practice and applicable British standards and codes of practice.
2.4. Working conditions
2.4.1. The Charges under the Agreement are conditional on the following:
2.4.1.1. the Company being able to carry out work at a Site during Normal Working Hours, unless the Agreement provides otherwise,
2.4.1.2. the Company having unhindered access to the areas of a Site where work is to be carried out, and,
2.4.1.3. the Company being able to carry out its work, at a Site or elsewhere free from delay and disruption caused by the Customer, the Customer’s customers, or any agent, company, partnership or person employed by the Customer.
2.4.2. If any of the conditions set out above are not met and the Company incurs additional costs as a result the Company may increase its Charges to meet those additional costs.

3. PAYMENT
3.1. Payment and Value Added Tax
3.1.1. All Charges specified in the Agreement or calculated under the Agreement shall be payable by the Customer to the Company in accordance with the Agreement without counter claim, deduction, set-off or withholding and shall be payable with the addition of Value Added Tax at the current rate.
3.1.2. The Customer shall pay any Additional Charges due in accordance with the Agreement by invoice in arrears.
3.1.3. All invoices must be paid by the due date specified in the Company’s invoice.
3.1.4. Charges relating to different Services under the Agreement may be made separately.
3.2. Changes to Charges
3.2.1. Change of specification of Service or Services: The Company can vary its Charges or make an Additional Charge if the Company alters the specification of the Service or Services at the Customer’s verbal or written request.
3.2.2. Delay or disruption: The Company can vary its Charges or make an Additional Charge if there are delays or disruption caused by the Customer, its employees, agents, customers or other trades while the Company is providing the Fire Consultancy Service.
3.2.3. Change to Charges: The Company may change the Charges shown in this Agreement on or after the first anniversary of the Commencement Date. The revised Charges will not be more than the percentage increase in the latest monthly Consumer Price Index published the month before the Company make the change and will be notified to the Customer in writing together with the date from which the Charges will apply.
3.2.4. Changes to Charges due to change in law: The Company may revise its Charges at any time to compensate it for any additional costs incurred as a result of a change in any applicable law after the Commencement Date in the Agreement that affects the Company’s performance of the Agreement. The revised Charges will be notified to the Customer.
3.3. Late payment
If the Customer does not pay the Company’s charges in accordance with this Agreement in full by the due date then without prejudice to any other remedy that the Company may have under this Agreement the Company 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 the Company is not entitled to make a claim under the LPCD the Company reserves the right to claim simple interest at a rate of 8%.
3.4 Set Off by the Company
Where permitted by law, the Company shall be entitled to set-off any amounts due to the Customer against any amounts owed to the Company by the Customer by way of liability whether present or future, liquidated or unliquidated, and whether or not either liability arises under this agreement. If the liabilities to be set off are expressed in different currencies, the Company may convert either liability at a market rate of exchange for the purpose of set-off. Any exercise by the Company of its rights under this clause shall not limit or affect any other rights or remedies available to it under this agreement or otherwise.

4. ADDITIONAL CHARGES
4.1. Payment
The Customer must pay any Additional Charge due under the Agreement without deduction or set off.
4.2. Calculation of Additional Charge
Unless the calculation is expressly described otherwise in the Agreement an Additional Charge shall be calculated on the basis of the Company’s current charges as applicable for travel and attendance, and the current labour cost for the additional time the Company spends working at the Site.
4.3. Additional Charges
The Company shall make Additional Charge calculated in accordance with the Agreement including:
4.3.1. clauses 2.3 (Normal Working Hours), 3.2.1 (Change of specification of Service or Services); 3.2.2 (Delay or disruption), 10 (Compensation to the Company for early termination), and 11.3 (Training).
4.3.2. if it has to carry out work to meet new conditions set by a fire authority or local authority;
4.3.3. for wasted attendance because the Customer does not allow the Company to carry out its obligations in accordance with the Agreement.

5. LIMITS ON THE COMPANY’S LIABILITY UNDER THIS AGREEMENT
5.1. Implied terms
Unless the Customer is a consumer all warranties, conditions and other terms implied by statute or applicable law are, to the fullest extent permitted by law, excluded from the Agreement.
5.2. No limit on liability
Neither the Company nor the Customer limits its liability for death or personal injury caused by its negligence, or that of its employees, agents or subcontractors, or, fraud by it or its employees, or, breach of any obligation as to title implied by statute, or, any other act or omission, liability for which may not be limited under applicable law.
5.3. Exclusion of liability for loss of profits, indirect and consequential loss
The Company shall not be liable for any loss of profit, or for any indirect or consequential loss, damage or liability, howsoever arising including but not limited to any special loss or economic loss, loss of revenue, loss of opportunity and loss of capital.
5.4. Limit on liability for direct loss or damage
Save for where liability cannot be limited at law the total aggregate liability of the Company for direct loss or damage under the Agreement, whether in contract, tort (including negligence) or otherwise shall be limited in any event to an amount up to £50,000, and any legal costs incurred by the Customer in pursuing a claim or proceedings against the Company (whether or not awarded by the Courts) shall be covered by this limit.
5.5. Fire Consultancy Service
In relation to the Fire Consultancy Service the Customer acknowledges that the Company seeks to improve awareness and efficiency in relation to fire and terrorism and that given the nature of the risks and of people’s reactions to them no guarantee or warranty can be given as to what will happen in the event of a fire or terrorist attack at premises owned, used, occupied or managed by the Customer. The Company accepts no liability in relation to any fire or terrorist attack at any premises owned, used, occupied or managed by the Customer.
5.6. Misrepresentation
The Company shall not be liable to the Customer for any misrepresentation on the part of its employees or agents, unless the misrepresentation is included in the Agreement.
5.7. Notice of claim
The Customer shall give the Company written notice of any claim under the Agreement as soon as is reasonably practicable.
5.8. Survival
The provisions of this clause 5 shall survive expiry or termination of the Agreement for any reason whatsoever.

6. INDEMNITY FROM THE CUSTOMER TO THE COMPANY
6.1. Indemnity
6.1.1. The Customer shall indemnify the Company from and against:
6.1.1.1. all liability, loss, damage, penalties, costs, claims and expense suffered or incurred by the Company arising from death and injury to any Company employee, agent or subcontractor where such death or injury results from the negligence of the Customer, the Customer’s employees, agents, licensees, customers, or tradesmen or other companies employed by the Customer, or from any failure on the Customer’s part to comply with any statutory requirements imposed upon occupiers of Sites, and
6.1.1.2. loss of or damage to any property of the Company, or the property of the Company’s employees, agents or subcontractors resulting from or in connection with the negligence of the Customer, the Customer’s employees, agents, licencees, customers, or tradesmen or other companies employed by the Customer, and
6.1.1.3. any action brought by a third party against the Company resulting from or in connection with any negligent act or omission of the Customer, the Customer’s employees, agents, licencees, customers, or tradesmen or other companies employed by the Customer.
6.1.2. The Customer shall indemnify and hold harmless the Company from and against all damages, costs, claims, demands and expenses arising out of any claim or cause of action with respect to any loss of or damage to any property (whether owned by the Customer or not) or any personal injury or death of any person (whether caused negligently or not) and which arises in the course of or as a result of the supply of the Fire Consultancy Service unless caused wholly and exclusively by the negligence of the Company, its agents or employees.

7. EVENTS BEYOND THE COMPANY’S CONTROL (FORCE MAJEURE)
7.1. Any failure by the Company to perform any of its obligations under the Agreement by reason of any event beyond the reasonable control of the Company shall not be deemed to be a breach of the Agreement.
7.2. The Company will give the Customer written notice of the event. If the Company is still unable to meet its obligations within three months of the date of the notice, either party can end the Agreement by giving written notice to the other.

8. SUSPENDING OR TERMINATING THE AGREEMENT
8.1. Company’s power to suspend or terminate
8.1.1. The Company may suspend all or any part of the Services provided under the Agreement or end the Agreement immediately by giving the Customer at least 7 days’ written notice if the Customer:
8.1.1.1. is in breach of its obligations under the Agreement; or,
8.1.1.2. is more than one month behind with any payments due to the Company in accordance with the Agreement.
8.1.2. The Company may suspend or terminate the Agreement with immediate effect by giving the Customer written notice if:
8.1.2.1. the Customer is a business and stops trading, is wound up, becomes insolvent or enters into administration or receivership or enters any kind of arrangement or settlement with its creditors; or,
8.1.2.2. the Customer is an individual that dies, becomes bankrupt, enters any kind of arrangement or settlement with the Customer’s creditors, or a receiving order or administration order is made against the Customer.
8.1.3. The Company may suspend or terminate the Agreement with immediate effect by giving the Customer written notice if:
8.1.3.1. at the commencement of the Agreement the Company is not satisfied with the result of a credit check, or an international trade compliance check on the Customer; or,
8.1.3.2. at the commencement of the Agreement the Customer does not provide accurate information for the purposes of the Agreement; and, if the Company terminates the Agreement under this clause 8.1.3 the Company shall return any payment made by the Customer to the Company within 10 working days.
8.2. The Customer’s power to terminate
The Customer may end the Agreement after 7 days’ written notice if the Company is in material breach of its obligations under the Agreement, and the Company has failed to remedy it within a period of 30 days after the Customer’s written notice.
8.3. Both parties’ power to terminate
8.3.1. The Company or the Customer may end the Agreement by giving the other at least three months’ written notice after the expiry of the Initial Term. To exercise this power the Customer shall have paid all the amounts due from the Customer to the Company under the Agreement.

9. COMPENSATION TO THE COMPANY FOR EARLY TERMINATION
If the Customer ends the Agreement without giving the Company any or sufficient notice under clause 8.3, or if the Company ends the Agreement for a reason set out in clauses 8.1.1 or 8.1.2 the Customer must pay the Company any outstanding Charges that are due to the Company in relation to work carried out in accordance with the Agreement.

10. OTHER GENERAL TERMS AND CONDITIONS
10.1. Complete Agreement
The Agreement and the documents referred to in the Agreement contain the whole Agreement between the Company and the Customer relating to the transactions contemplated by the Agreement. Any conditions specified by the Customer (whether or not they are contained in a purchase order) will not apply to the Agreement unless the Company agrees in writing to accept them.
10.2. Transferring or sub-contracting
The Company may perform any of its obligations under the Agreement through sub-contractors. The Company may assign the Agreement to a third party without the Customer’s consent. The Customer cannot transfer its rights or obligations under the Agreement without the Company’s written permission.
10.3. Rights of third parties
The Contracts (Rights of Third Parties) Act 1999 does not apply to the Agreement. Only a party to the Agreement can take action to enforce its terms.
10.4. Waiver
10.4.1. No waiver of any breach of any provision of the Agreement shall be held to be a waiver of any other or subsequent breach, and the failure of a party to enforce at any time any provision of the Agreement shall not be deemed a waiver of any right of the party subsequently to enforce the same provision or any other provision of the Agreement.
10.4.2. The Company may decide to enforce its rights under the Agreement and can still use any additional rights it has under general law if the Customer is in breach of an obligation or obligations under the Agreement.
10.5. Variations to the Agreement
The Agreement shall, unless expressly stated otherwise in the Agreement, only be varied by a written document signed by an authorised signatory of the Company and an authorised signatory of the Customer.
10.6. Notices
Any notice required to be given under the Agreement shall be sufficiently given if properly addressed and sent by post to, in the case of the Company, its address stated in the Agreement and, in the case of the Customer, its last known address, and shall be deemed to have been properly served at the time when in the ordinary course of transmission it would reach its destination.
10.7. Scanned Agreement
The Company may use a scanned copy of the Agreement in any court action, arbitration, mediation or adjudication instead of the original and the Customer agrees that the scanned Agreement may be treated as if it were the original, and unless the Customer can prove that the validity of the scanned Agreement is in serious doubt, the Company will not have to prove that the scanned Agreement is genuine.
10.8. International trade compliance
The Company reserves the right to refuse any Order placed under the Agreement in the event that there is or could be a potential breach of laws, regulations or ethical rules applicable to the Company, 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.
10.9. Co-operation
The Customer shall provide the Company with whatever information it reasonably requests in writing, in order for the Company to satisfy the provisions of clause 11.9 above. In the event that the requested information is not provided by the Customer, the Company shall not be held accountable for, accept any liability, or be held in breach of the Agreement as a result of the Customer failing to provide the requested information to the Company.
10.10. Severance
In the event of any provision of the Agreement being held invalid, illegal or unenforceable under applicable law, it shall be severed and deemed to be deleted from the Agreement and the remainder of the Agreement shall remain valid and enforceable.
10.11. Personal Information Protection and Privacy
10.11.1. Compliance with Law: The products and/or services being provided require the collection of Personal Information (information and data exchanged in connection with this Agreement 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 this Agreement. The parties take all reasonable commercial and legal steps to protect Personal Information.
10.11.2. Rights and Obligations:
10.11.2.1. If the Customer provides the Company with Personal Information, the Customer will ensure that it has the legal right to do so. The Customer will notify the individuals whose Personal Information it has provided to the Company prior to providing it to the Company.
10.11.2.2. The Company may share Personal Information with the Company’s service providers in accordance with applicable data privacy laws and with appropriate protections.
10.11.2.3. The Company may store Personal Information on servers located and accessible globally by Carrier Global Corporation Inc. (the Company’s parent company) entities and their service providers with appropriate protections in place.
10.11.2.4. If the Company processes Personal Information under this Agreement, The Company will retain the Personal Information for the term of this Agreement and thereafter as required under this Agreement, to protect the Company’s legal rights, or as required or permitted by law or audit requirements. If the Company processes Personal Information for purposes separate and apart from this Agreement, the Company serves as a controller and assumes legal obligations as a controller, including for defining the appropriate retention period.
10.11.2.5. 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.
10.11.2.6. While performing under this Agreement, 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.
10.12. Law and jurisdiction
The Agreement shall be governed by English Law and shall be subject to the exclusive jurisdiction of the English Courts.
10.13 Agreement Change Events
After taking all reasonable steps to mitigate, the Company shall give the Customer reasonable notice should the Company suffer during the course of this Agreement, any adverse impact on this Agreement, including increases in costs and expenses, as a result of an Event i) related to an epidemic or pandemic, or ii) beyond the Company’s 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 the Company operates that may be unforeseen at the date of this Agreement.

Notwithstanding any other term or condition of this Agreement, following reasonable prior written notice to the Customer setting out the change(s) to the Agreement and the effective date(s), the Company shall be entitled as a result of an Event, on a fair and reasonable basis, to (i) change any of this Agreement’s charges, prices, and/or rates so that the Company is 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 Agreement.

In addition, it is further agreed that the Company 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.


A. TERMS AND CONDITIONS DESCRIBING CUSTOMER OBLIGATIONS
11. CUSTOMER OBLIGATIONS
11.1. Access
The Customer shall give the Company access to a Site at all reasonable times to enable the Company to carry out its obligations under the Agreement.
11.2. Health and safety
The Customer is responsible for ensuring compliance with all health and safety laws and regulations applicable at the Site, including those relating to electrical safety.
11.3. Training
The Customer shall ensure that all relevant persons attend the Company’s training seminars at the agreed time, and if training is disrupted by non-attendance the Company shall make an Additional Charge at its current rates to the Customer for any subsequent training it agrees to carry out.

B. TERMS AND CONDITIONS DESCRIBING SERVICES
12. FIRE CONSULTANCY SERVICE
12.1. Fire Consultancy Service
12.1.1. Fire alarm test Service, emergency lighting test Service, fire evacuation drill Service: If one or more of the fire alarm test Service, emergency lighting test Service, fire evacuation drill Service is selected in the Agreement the Company will visit the Site or Sites to provide the Service as follows unless agreed otherwise in writing:
12.1.1.1. fire alarm test Service – weekly;
12.1.1.2. emergency lighting test Service – monthly; and,
12.1.1.3. fire evacuation drill Service – every 6 months.
12.1.2. The fire alarm test Service: The Company will carry out the fire alarm test Service in accordance with the applicable British standard. The Company will use a different manual call point during each weekly test so that all call points in the building are tested in rotation. The test will confirm that the control equipment can process a fire alarm signal and providing an output to fire alarm sounders and to ensure that the fire alarm signal is correctly received at any alarm receiving centre to which the fire alarm signals are transmitted. If the test results are unsatisfactory the Company will inform that day the appropriate person responsible for the building’s fire safety.
12.1.3. The emergency lighting test Service: During the emergency lighting test the Company will test all self-contained luminaires and internally illuminated signs will be checked for proper function in accordance with the applicable British standard. The Company will report any faults to the appropriate person responsible for the building’s fire safety.
12.1.4. The fire evacuation drill Service: The Company will organise an evacuation drill on an agreed date, The Company will monitor the reaction of the Customer’s staff to the alarm and the evacuation procedure itself which will be timed. The Company will discuss the evacuation drill after the event and provide a report that will make any necessary recommendations for improvement.