In these 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 Conditions are set out below.
1. 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.
Charge: means the total of all charges, costs or rates described or specified in the Contract and as adjusted from time to time, in accordance with the Contract.
Contract: the contract under which we supply services. The contract is made up of the Schedule, our Proposal Document, these conditions, and any other written communication we provide to you relating to the Services.
Contract Commencement Date: the date on the Schedule entitled First Visit date, or the date in which we communicate to you in writing that we agree to perform the first Service visit.
Fire Door Essential: A 12-point check conducted by trained engineers.
Fire Door Premier: A comprehensive compliance inspection with accompanying guidance report.
Minimum Visit Charge (MVC): the minimum amount you must pay us for coming to your site for a scheduled maintenance visit as specified in the Schedule and/or Proposal Document.
Minimum Term: the fixed minimum duration of the Contract and the minimum number of agreed Service visits shown in the Schedule or our Proposal Document.
Normal Working Hours: 8.30am to 5pm from Monday to Friday excluding public holidays in the country where the site is located.
Proposal Document: the document called the “proposal” issued to you by us.
Schedule: the Schedule on the front of this document.
Services: the Services to be supplied by us as specified in the Schedule and /or Proposal Document.
Site: means the site or sites identified in the contract where we shall provide one or more of the Services.
Standard: the current British standard or EU equivalent applicable to the service.
We, Us or Our: Chubb Fire & Security Limited.
You: You, the customer entering this Contract.
2. SERVICES
Our Services are divided into two categories Fire Door Essential and Fire Door Premier. In these conditions we have set out the specific obligations and other conditions applicable to each of these categories of Service. However please note, that some conditions may apply to one or both categories of Service. We will provide the Services selected in the Contract in accordance with the Contract. The Schedule and/or Proposal Document indicates the type of Service you have selected.
3. EXCLUSIONS
You agree that the Service does not include any of the following:
a) Report on the presence/condition of any intumescent internal lining of a letterbox plate.
b) Verification that an air-transfer grille has an internal smoke curtain.
c) Verification that an air-transfer grille has an internal intumescent matrix.
d) Verification the beading to glazing conforms to the installation certification.
e) Verification the automatic drop smoke seals for the door’s bottom gap correctly release.
f) Check/Inspect fire doors protected by devices linked to a security or intruder alarm, which needs to be disabled or disarmed, until you make the necessary arrangements to disarm the fire doors.
g) The Service does not include advice on the location, or number of fire doors etc required to comply with the relevant fire life safety legislation. We would recommend a separate Fire Risk Assessment to be conducted for this purpose.
h) We will not carry out any repair work to the fire doors.
4. YOUR OBLIGATIONS
The Charges under the Contract are conditional on the following:
a) Us being able to carry out work at a Site during Normal Working Hours, unless the Agreement provides otherwise,
b) Us having unhindered access to the areas of a Site where the Service is to be carried out, and,
c) Us being able to carry out the Service, at a Site, free from delay and disruption caused by You or any person employed You, and,
d) The quantity of fire doors on Site, matching the quantity of fire doors recorded on our last Service visit. You must Inform Us of any additional or reduced fire doors that have been recorded since our last Service visit. If any of the conditions set out above are not met and we incur any additional costs as a result, then we may increase our Charges to meet those additional costs on a reasonable basis. Please note that whilst the Service is being carried out, some areas of the Site may not be fully operational, or accessible and so during this time, You should make suitable alternative arrangements to ensure you have effective protection in the event of a fire, or any other other health and safety requirements, as required by the applicable legislation.
In addition, You are responsible for ensuring compliance with all health and safety laws and regulations applicable at the Site, including those relating to electrical safety.
5. DURATION & MINIMUM TERM
For Fire Door Premier service, the Contract starts on the Contract Commencement Date and shall continue until the expiry of the Minimum Term AND until the minimum number of agreed Service visits have been carried out. After which, the Contract shall automatically expire, without notice. For Fire Door Essential service, the Contract starts on the Contract Commencement Date and shall continue until it is terminated under SUSPENDING OR ENDING THE CONTRACT below.
6. CHARGES & PAYMENT
Except where otherwise stated in the Contract, all charges for our Services must be paid using the method agreed with the addition of VAT no later than the due date on our invoice, which shall be no later than 30 days, or in accordance with the direct debit payment timing and terms agreed and without counter claim, deduction, set-off or withholding. For Fire Door Premier service, the Charges shall be fixed for the duration of the Minimum Term. For Fire Door Essential service, the Charges shall be fixed until the first anniversary of the Contract Commencement Date. After which, we may increase the Charge. The revised Charge will be shown on our subsequent invoice and this invoice will be notice to you of our new Charges.
7. CANCELLATION OR POSTPONEMENT OF AN APPOINTMENT
If You cancel or postpone any appointment for the provision of the Service, then to cover our losses and expenses You agree that You shall pay to Us as damages to compensate Us for our loss the applicable percentage of the charge and the administration fee shown in the tables below:
| Number of weeks’ notice required before appointment cancelled | % of Charge payable by Customer | Administration fee payable by Customer £ |
|---|---|---|
| More than 4 weeks | None | None |
| 4 weeks to 1 week | 25% | £25 |
| 1 week or less | 50% | £25 |
| On the day | 100% | None |
| Number of weeks’ notice required before appointment cancelled | % of Charge payable by Customer | Administration fee payable by Customer £ |
|---|---|---|
| More than 4 weeks | None | None |
| 4 weeks to 1 week | None | £25 |
| 1 week or less | 25% | £25 |
| On the day | 50% | £25 |
8. SUSPENDING OR ENDING THE CONTRACT
a) We can withdraw all or any part of our Services or end the Contract immediately, by giving you at least 7 days’ written notice if you: do not meet any of your obligations in the Contract or have provided us with incorrect or inaccurate information.
b) 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.
c) 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’).
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 AND until the minimum number of Service visits have been carried out.
e) We can end the 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.
f) We can end or terminate the Contract immediately, if you continue to postpone or cancel the scheduled Service visits unnecessarily, in our fair and reasonable opinion and you shall pay any Charges to terminate the Contract in accordance with clause 9 below.
9. CONSEQUENCES OF ENDING THE CONTRACT
If you end or wish to terminate the Contract before the end of the Minimum Term, or for any reason set out in this Contract, or if we end the Contract for a reason set out in this Contract, you must pay us the Charges that would have applied if the Contract had continued to the first date on which it could properly have been terminated discounted by 50%.
10. LIMITS OF LIABILITY
a) This clause sets out our entire financial liability (including any liability for the acts or omissions of any sub-contractors) to you in respect of:
b) any breach of the Contract; and any representations, statements or act or omission (including negligence)
c) arising under or in connection with the Contract.
d) All warranties, conditions and other terms implied by statute or applicable law are, to the fullest extent permitted by law, excluded from the Contract.
e) Nothing in these conditions or in the contract limits or excludes our liability for: death or personal injury resulting from negligence; or for any damage or liability incurred by you because of fraud by us.
f) Subject to clause e) above we shall not be liable for any loss of profits, loss of business, reduction of goodwill, loss of contracts, corruption to data or information, or any special, indirect, consequential or purely economic loss, costs, damages, charges or expenses.
g) Subject to clause e) above our total aggregate liability in connection with the Contract shall be limited to £10,000.
h) 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.
i) If you have any claim against us under the Contract you must give us notice as soon as is reasonably practicable.
11. 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 any Charges for Services provided under the Contract.
12. GENERAL
a) We will provide the Service in accordance with the Contract. Any conditions you specify (irrespective of if they are contained in your purchase order) will not apply to the Contract unless we have agreed in writing to accept them.
b) You cannot transfer your rights or obligations under the Contract without our written permission.
c) 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.
d) 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.
e) 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.
f) 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.
g) 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.
h) The Contract is governed by English law and an English court will deal with any dispute under it.
13. 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, we reserve the right to refuse any order placed under this Contract.
14. DATA PRIVACY
Compliance with Law. The Services being provided require the collection of Personal Information. 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.
a) We may share Personal Information with our service providers in accordance with applicable data privacy laws and with appropriate protections.
b) We may store Personal Information on servers located and accessible globally by our parent company, subsidiaries and affiliated businesses and their service providers with appropriate protections in place.
c) If we process Personal Information under the Contract, we will retain the Personal Information for the term of the Contract and thereafter as required as permitted by law or our internal requirements. If we process Personal Information for purposes separate from the Contract, we shall serve as a controller and assume controller legal obligations, including for defining the retention period.
d) If the Personal Information is involved in a Data Breach Incident (circumstances that involve actual or a reasonable possibility of unauthorised access to or possession of, or the loss or destruction of, Personal Information), the party that stores the data is responsible for any notifications and associated costs. Unless prohibited by law or a regulator with jurisdiction, the notifying party may coordinate with the other party to allow input into the notification before it is made.
e) 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 individual(s) seeking to access, correct, or delete Personal Information; or
(iii) inquiry or complaint from individual(s) 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 or a regulator with jurisdiction. The parties shall provide reasonable assistance to each other in investigating, identifying the relevant information, preparing a response, implementing a remedy, and/ or cooperating for any claim and regulatory proceedings.
15. CREDIT CHECKS
We will supply information including your personal information to credit reference agencies (CRAs) and they provide information about you, including your credit history. We do this to assess creditworthiness, check your identity, manage your account, trace and recover debts. We shall exchange information about you with CRAs on an ongoing basis, including about your settled accounts and any debts not 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.