TERMS AND CONDITIONS FOR THE SUPPLY OF FIRE SAFETY MAINTENANCE SERVICES

1. INTERPRETATION

1.1 Definitions. In these Conditions, the following definitions apply:
Business Day: a day (other than a Saturday, Sunday or a public holiday) when banks in London are open for business.
Business Hours: 8.00 am to 5.00 pm GMT each Business Day.
Call Out: an unscheduled Maintenance Visit, in order to inspect or reset the System / Equipment, requested by the Customer.
Call Out Charges: the charges to be paid by the Customer in respect of a Call Out, as set out under clause 11.2 and notified to the Customer in accordance with clause 12.1.
Certificate: a certificate provided by the Supplier in accordance with clause 5.6.
Commencement Date: has the meaning set out in clause 2.2.
Communication Centre: the place where alarm signals from the System are sent for monitoring.
Communications Link: the communications system operated by British Telecom or others for sending alarm signals between the System and the Communications Centre.
Conditions: the terms and conditions for the provision of Services, as set out in this document, together with any special terms and conditions set out in the Schedule and the Quotation (if any).
Connection Date: the date the Supplier connects the System to the Communication Centre.
Contract: the contract between the Supplier and the Customer for the supply of Services in accordance with these Conditions.
Customer: the person or firm who purchases the Services from the Supplier under this Contract and who is identified under the Schedule as the "CUSTOMER".
Equipment: the equipment of the Customer specified in the Schedule, together with any renewals or replacements of, or additions to, such equipment provided by the Supplier.
Extra Maintenance: any work the Supplier is required to undertake to bring the Customer's Equipment up to the standards required by Legislation, and which does not form part of the Maintenance Service.
Fire Authority: the Fire Authority appropriate to site.
Fire Risk Assessment: a Fire Risk Assessment of the Site in accordance with the provisions of the relevant Legislation.
Force Majeure Event: has the meaning set out under clause 18.1.
Inclusive Maintenance Service: a Service Level which has the meaning set out in clauses 6.2 and 6.4.
Keyholder: the person the Customer nominates to be contacted by the Supplier upon its receipt of an alarm signal.
Legislation: appropriate British Standards (or EU equivalent) relating to fire prevention equipment, and all relevant health and safety legislation (including the Regulatory Reform (Fire Safety) Order 2005).
Maintenance Service: the inspection and testing of the System and Equipment and, if necessary, the replacement of parts or items and refilling of Equipment.
Maintenance Visit: a scheduled visit to the Site to conduct the Maintenance Service.
Minimum Charge: the minimum charge the Customer must pay the Supplier for attending the Site on a Maintenance Visit (excluding the price of spares, refills and new equipment where appropriate) as notified to the Customer in accordance with clause 12.1.
Minimum Term: the minimum number of years during which the Contract is to remain in force, being 2 years for all Services, except fire extinguisher maintenance under the Premier Plus Maintenance Service, in which case a 4 year minimum term applies.
Monitoring and Monitor: checking alarm signals the Supplier receives from the System.
Payments: the payments to be made by the Customer to the Supplier for the provision of the Services (dependant on the Service Level and types of Services chosen by the Customer).
Fully Inclusive Maintenance Service: a Service Level which has the meaning set out in clauses 6.2 and 6.5.
Quotation: a written statement drafted by the Supplier and expressly identified as a Quotation, which includes details of charges and other Contract terms.
Schedule: the schedule attached to this document and signed by both parties setting out (amongst other items) the Customer's details, details of the System and Equipment, and any special conditions agreed.
Services: the provision of the Maintenance Service (including Extra Maintenance), Monitoring and other services (such as risk assessments, auditing and training) as set out in the Conditions.
Service Level: has the meaning set out in clause 6.1.
Site: the location set out in the Schedule at which the Supplier is to provide the Services to the System and Equipment.
Spend Limit: automatic permission by the Customer to the Supplier to provide replacement parts (unlimited unless stated otherwise in the Schedule).
Standard Maintenance Service: a Service Level which has the meaning set out in clauses 6.2 and 6.3.
Supplier: Kings Fire Ltd registered in England and Wales with company number 11512812 its authorised agents and employees.
System: the alarm system of the Customer referred to in the Schedule.
Year: the period of 12 calendar months from the Commencement Date, and each subsequent period of 12 calendar months, during the subsistence of the Contract.
1.2 Construction. In these Conditions, the following rules apply:
1.2.1 a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
1.2.2 a reference to a party includes its personal successors or permitted assigns;
1.2.3 a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;
1.2.4 any phrase introduced by the terms including, include, in particular or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms;
1.2.5 the singular includes the plural and vice versa, and words, importing one gender includes all genders; and
1.2.6 headings are for ease of reference only.
2. BASIS OF CONTRACT
2.1 The Customer's signature of the Schedule constitutes an offer by the Customer to purchase the Services in accordance with these Conditions.
2.2 The offer constituted by clause 2.1 shall only be deemed to be accepted when the Supplier counter signs the Schedule at which point and on which date the Contract shall come into existence ("Commencement Date").
2.3 The Contract constitutes the entire agreement between the parties. The Customer acknowledges that it has not relied on any statement, promise or representation made or given by or on behalf of the Supplier which is not set out in the Contract.
2.4 These Conditions apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.
2.5 Any Quotation given by the Supplier shall not constitute an offer, and is only valid for a period of 20 Business Days from its date of issue.
3. CONTRACT TERM
The Contract comes into force on the Commencement Date, and continues in force (subject to clause 15) until the last day of the Minimum Term (or any later date), when the Customer or the Supplier may terminate it by giving the other a minimum of 90 days written notice. That notice must expire before the Contract will end.
4. SERVICES
4.1 The Supplier shall provide the Services to the Customer in accordance with the terms of the Contract.
4.2 The Supplier shall use all reasonable endeavours to meet any performance dates for the Services specified in the Schedule, but any such dates shall be estimates only and time shall not be of the essence for the performance of the Services.
4.3 The Supplier shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and the Supplier shall notify the Customer in any such event.
4.4 The Supplier warrants to the Customer that the Services will be provided using reasonable care and skill.
5. MAINTENANCE
5.1 The Supplier will carry out a Maintenance Visit, on the frequency set out in the Schedule, during the duration of the Contract. The date of the first Maintenance Visit is set out in the Schedule.
5.2 For fire extinguishers, fire blankets and hose reels only the Supplier shall carry out a Maintenance Service on each of these items of Equipment located at the Site, unless specifically instructed otherwise by the Customer.
5.3 Following any Maintenance Service, or in response to any Call Out, the Supplier will undertake any work that may be necessary to ensure that the System and Equipment comply with all Legislation. In the event that this is not covered by the work the Supplier undertakes as part of the Maintenance Service, it will require Extra Maintenance.
5.4 The Supplier will notify the Customer before commencing Extra Maintenance, but will replace the appropriate parts to ensure compliance is maintained up to the Spend Limit without requiring permission from the Customer. Permission from the Customer to conduct Extra Maintenance is only required where the repair work and/or parts required to complete such Extra Maintenance exceed any cap on the Spend Limit.
5.5 All Maintenance Visits will be conducted during Business Hours at times agreed between the parties.
5.6 After each Maintenance Visit or Call Out, the Supplier will, subject to clause 5.7, leave a Certificate with the Customer stating that the Supplier has left the System and/or Equipment which it has inspected or tested in proper working order to the standards required by Legislation.
5.7 In the event that any System or piece of Equipment is faulty and cannot be put into satisfactory condition as part of a Maintenance Service (or by Extra Maintenance), clause 14 will apply.
5.8 The Supplier will attend Site as soon as reasonably practicable in response to any Call Out it receives.
6. MAINTENANCE SERVICE LEVELS
6.1 In respect of fire extinguisher services, the Supplier offers four levels of Maintenance Service (the "Service Levels").
6.2 Each Service Level comprises a different set of Payment rates, Services provided and materials included. The Service Level selected by the Customer and the Payment rates applicable are set out under the Schedule. Details of the Services provided and materials included in the different Service Levels are set out in clauses 6.3 to 6.6 below.
6.3 Standard Maintenance Service. All servicing carried out under this Service Level is done so strictly in accordance with British Standard 5306: Part 3. The Standard Maintenance Service includes: the general servicing of the Equipment; greasing and making free all working parts and firing mechanisms; topping up of fluids where water and foam extinguishers are concerned; internal and external inspection to ensure no damage or corrosion is present and checking weighing of cylinders and cartridges to ensure that no loss of content has occurred.
6.4 Inclusive Maintenance Service. This Service Level includes all servicing provided under the Standard Maintenance Service together with the cost of consumable items such as safety pins, 'O' rings, tamper seals, full indicators, gauge seals, safety pins, valve seals etc. The annual charge does not include provision for major parts or refills which are chargeable in addition, as required, at the Supplier's standard list prices. The annual charge also does not cover consumable items required due to misuse, theft, vandalism or the like.
6.5 Fully Inclusive Maintenance Service. This Service Level includes all servicing provided under the Inclusive Plus Maintenance Service together with the cost of replacement extinguishers required. The annual charge does not include parts, refills or replacement equipment required due to misuse, vandalism, theft and the like.
7. MONITORING
7.1 From the Connection Date the Supplier will continuously monitor signals it receives at the Communication Centre from the System.
7.2 Upon receipt of a signal from the System (including any line fault signal) the Supplier will notify the Key holder of the type of signal received.
7.3 The Supplier will notify the Fire Authority upon receipt of an alarm signal, if applicable, (unless it has not authorised the Supplier to send alarm signals from the Site direct from the Communication Centre to the Fire Authority control room, or it has withdrawn its authorisation for any reason).
8. FIRE RISK ASSESSMENT
8.1 The Supplier will carry out an initial Fire Risk Assessment on the Site to ensure it is compliant with the Legislation. The Payment for that Fire Risk Assessment is set out in section 8 of the Schedule.
8.2 Following the initial Fire Risk Assessment carried out in accordance with clause 8.1, the Supplier will conduct annual Fire Risk Assessments to ensure the Site continues to remain compliant with the Legislation. Subject to clause 8.3, the Payment for each such annual assessment is set out in section 8 of the Schedule.
8.3 The Supplier reserves the right to increase the Payment due in respect of each annual assessment undertaken in accordance with clause 8.2, in line with increases to the Supplier in the cost of undertaking such assessments. The Supplier will provide to the Customer reasonable notice of such increases.
8.4 Each Fire Risk Assessment will be conducted during Business Hours on a date agreed in advance by the parties.
8.5 In the event that the Customer cancels a Fire Risk Assessment scheduled in accordance with clause 8.4 without giving the Supplier a minimum of 7 days written notice prior to the agreed date of the Fire Risk Assessment, the Supplier reserves the right to demand the payment of 50% of the Payment which would have been payable upon completion of the Fire Risk Assessment in question.
8.6 In the event that the Site is, following the Commencement Date, altered to the extent that the Supplier deems that, for the purposes of complying with Legislation, it has different degrees of fire risk or different requirements, the Supplier reserves the right to vary the Payments accordingly by written notice to the Customer.
9. CUSTOMER RIGHTS
9.1 In the event that the Supplier fails to carry out any Maintenance Visit within 30 days of the month scheduled for such Maintenance Visit, as notified to the Customer by the Supplier, the Customer must notify the Supplier of such failure. This notice must be provided by the Customer within 15 days from the Supplier's default.
9.2 Upon receipt of notice from the Customer under clause 9.1 the Supplier will carry out the Maintenance Visit which was the subject of such notice within 10 days of receipt of the notice, unless a later date is required by the Customer.
9.3 In the event that the Supplier fails to carry out a Maintenance Visit in accordance with clause 9.2, the Customer may, subject to clause 9.6, terminate the Contract immediately upon written notice to the Supplier notifying it of such failure.
9.4 Should the Customer demonstrate to the Supplier's reasonable satisfaction that the Supplier has failed to maintain the System and the Equipment to the standards set out under clause 5.3, the Supplier shall be entitled to re-perform the Maintenance Service to the appropriate level. This re-performance will take place within 15 days of the Supplier expressly confirming that it was in default.
9.5 If, following the re-performance of a Maintenance Service in accordance with clause 9.4, the Customer can demonstrate to the reasonable satisfaction of the Supplier that the Supplier has failed to maintain the System and the Equipment to the standards set out under clause 5.3, the Customer may (subject to clause 9.6) terminate the Contract immediately upon written notice to the Supplier of its failure in this regard.
9.6 In the event that the Customer is in breach of any of its obligations under the Contract, or the Supplier is prevented from carrying out the Services because of a Force Majeure Event, the Supplier shall not be deemed to have breached its obligations under the Contract and the Customer shall not be entitled to terminate the Contract in accordance with clauses 9.3 and 9.5.
10. CUSTOMER OBLIGATIONS
10.1 The Customer shall provide the Supplier with access to the Site at all reasonable times in order for the Supplier to provide the Services.
10.2 Upon notification from the Supplier that ladders, scaffolding or other access equipment is required by the Supplier to carry out the Services, the Customer will provide such access equipment at no charge. The Customer shall ensure that all such access equipment provided is safe to use and meets all health and safety regulations.
10.3 The Customer must advise the Supplier in advance of the provision of any Services if it is aware that there is a risk or potential risk to the Supplier's employees or agents of exposure to asbestos or other hazardous substances. The Customer agrees to indemnify the Supplier in full for any loss or damage the Supplier or its employees or agents may suffer as a result of the Customer's failure to advise of any such risks.
10.4 The Customer must notify the Supplier of any changes at the Site which may affect the Equipment or System (such as extensions, alterations in internal layout, or the layout of the system). Such notice must be provided a minimum of 30 days prior to any Maintenance Visit.
10.5 In relation to Monitoring, the Customer must complete and return the Supplier's Keyholder information form. The Customer must also notify the Supplier Kingsly in writing of any change in information provided under the Keyholder information form.
10.6 If the System is connected to the Communication Centre, it must be installed, maintained and used by the Customer in accordance with the current British Standard. If the Fire Authority asks the Customer to complete its indemnity form in respect of false (or unwanted) alarm signals, the Customer must return it to the Fire Authority and pay their charges resulting from such false or unwanted signals. The Customer must indemnify the Supplier against loss, penalty, fine or other claim it may suffer if the Fire Authority enters the Site as a result of genuine, false or unwanted fire alarm signals.
11. PAYMENT
11.1 Maintenance Service and Extra Maintenance.
11.1.1Where the Supplier provides the Standard Maintenance Service, the Customer must pay the Supplier, in respect of Maintenance Services and Extra Maintenance, the Minimum Charge for the work undertaken (in respect of fire extinguishers, fire blankets and hose reels only) and if applicable, charges for replacing consumable items, spares and refills
11.1.2 In respect of Systems only, the Supplier will charge the Customer for the Call Out charges, together with any extra labour charges not covered by the Call Out charges, and any charges for spares or replacement parts.
11.1.3 Where the Supplier provides a Service Level other than the Standard Maintenance Service, the Customer must pay the Supplier at least the Minimum Charge for the work undertaken in respect of the Maintenance Service and Extra Maintenance. The Customer must also pay the Supplier's charges for any replacement fire extinguishers, spares or refills, supplied as part of Extra Maintenance, but does not have to pay for these items if provided as part of the Maintenance Service, unless they are extinguishers which have been tampered with, neglected or used.
11.2 Call Out. The Customer will pay the Supplier's basic rate Call Out Charge if the Supplier attends the Site during Business Hours and the Supplier's premium rate Call Out Charge if the Supplier attends the Site outside of Business Hours. These charges, as notified to the Customer in accordance with clause 12.1, exclude the provision of spares, which will be charged in addition.
11.3 Monitoring. The Customer must pay:
11.3.1 British Telecom or any other party charges for installing a new telephone line or a block terminal (in the event that an existing line can be used for monitoring) and all call charges relating to Monitoring;
11.3.2 charges for the connection of the System to the Communications Link;
11.3.3 charges for any work the Supplier has to undertake in order for the System to meet any new conditions set by British Telecom or other party or the Fire Authority;
11.3.4 charges for re-setting the System if it has not been properly used; and
11.3.5 charges that are equal to the amount the Supplier has to pay to the Fire Authority in respect of the Supplier's Monitoring of the System.
12. CHARGES
12.1 The charges the Supplier will levy under this Contract are those prevailing at the time the relevant Service is provided. The Supplier will notify the Customer of its Minimum Charge, basic Call Out Charge, premium Call Out Charge and other applicable charges at the Commencement Date. These will remain valid for 12 months. Thereafter, the Supplier reserves the right to increase or alter any charges payable under this Contract by providing the Customer with not less than 2 weeks' written notice of such changes.
12.2 Parking and congestion charges will be charged by the Supplier at the prevailing cost at time of visits where applicable.
13. PAYMENT TERM
13.1 The Customer shall settle the Supplier's invoices in full in cleared funds within 30 days of the date of issue. Time of payment is of the essence. If the Customer fails to make any payment in accordance with this clause, the Supplier can (without prejudice to any other rights or remedies it may have):
13.1.1 cancel the Contract so far as any Services remain to be performed under it, or suspend any further performance of any of the Services; and
13.1.2 charge the Customer interest (both before and after any judgement) on the amount unpaid at the rate of 8% above the Bank of England base rate per annum compounded daily, until payment in full is made, under the Late Payment of Commercial Debts (Interest) Act 1998.
14. UNSERVICEABLE EQUIPMENT
14.1 In the event that any Equipment is faulty and cannot be put into a satisfactory condition as part of the Maintenance Service or by Extra Maintenance, the Supplier shall notify the Customer using a Certificate and shall provide a Quotation for replacing it. Equipment noted as faulty on a Certificate will not be covered by the Maintenance Service.
14.2 The Supplier may terminate the Contract by written notice if the Customer does do not accept a Quotation provided under clause 14.1 and let the Supplier carry out the necessary work.
14.3 The Customer may be in breach of fire regulations for the Site if any Equipment, which is not subsequently replaced, is marked as faulty on a Certificate or, for fire extinguishers only, marked as unfit for service, condemned or not maintained.
15. TERMINATION
15.1 Without limiting its other rights or remedies, the Supplier may terminate the Contract with immediate effect and/or suspend the supply of Services, without liability, by providing written notice to the Customer, if:
15.1.1 the Customer is in breach of any of its obligations under the Contract (including, but not limited to, its failure to pay any amount due under this Contract on the due date for payment and the failure to allow the Supplier to rectify faulty equipment in accordance with clause 14);
15.1.2 the Customer has provided the Supplier with fraudulent, misleading or incorrect information;
15.1.3 the Customer suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986;
15.1.4 the Customer commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation with one or more other companies or the solvent reconstruction of the Customer;
15.1.5 the Customer is the subject of a petition filed, a notice given, a resolution passed, or an order made, for or in connection with its winding up, other than for the sole purpose of a scheme for a solvent amalgamation with one or more other companies or its solvent reconstruction;
15.1.6 the Customer is subject to an application to court, or an order made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over it;
15.1.7 a floating charge holder over the assets of the Customer has become entitled to appoint or has appointed an administrative receiver;
15.1.8 a person becomes entitled to appoint a receiver over the assets of the Customer or a receiver is appointed over the assets of the Customer;
15.1.9 a creditor or encumbrancer of the Customer attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;
15.1.10 any event occurs, or proceeding is taken, with respect to the Customer in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 15.1.3 to 15.1.9 (inclusive); or
15.1.11 the Customer suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business.
15.2 The Customer may terminate this Contract immediately pursuant to clauses 9.3 and 9.5.
15.3 Without limiting its other rights or remedies, each party may terminate the Contract by giving written notice in accordance with clause 3 and clause 18.3.
16. CONSEQUENCES OF TERMINATION
16.1If the Customer attempts to terminate the Contract before the expiry of the Minimum Term otherwise than in accordance with clauses 15.2 or 15.3, or if the Supplier terminates the Contract in accordance with clause 15.1, the Customer shall pay the Supplier on demand the sums set out in clauses 16.2 to 16.4 (inclusive) as liquidated damages. The parties confirm that these sums represent a genuine pre-estimate of the Supplier's loss.
16.2 Maintenance Services and Monitoring. The yearly Payments the Customer would have incurred if the Contract had not ended ahead of time, discounted by 50%, or (if it applies and if more) the Minimum Charge which would have been payable if the Contract had ended upon expiry of the Minimum Term, discounted by 50%.
16.3 Services other than Maintenance Services and Monitoring. The percentage of the Supplier's yearly charges as set out below:
16.3.1 0% if at least 3 years have passed since the Commencement Date;
16.3.2 5% if between 1 and 3 years have passed since the Commencement Date; and
16.3.3 50% if less than 1 year has passed since the Commencement Date.
16.4 On termination (howsoever arising) the Customer shall, in addition to the sums referred to in clauses 16.2 and 16.3, pay all arrears of sums due for Services provided and charges for Equipment, spares or refills supplied by the Supplier, together with interest on outstanding sums due in accordance with clause 13.
16.5 The sums due under this clause 16 are separate and severable. In the event that any sum set out under this clause 16 is invalid, unenforceable or unlawful, then its invalidity, unenforceability or illegality shall not prejudice or affect the remaining provisions of this clause 16 or the Contract as a whole, which shall continue in full force and effect.
17. LIABILITY
17.1 Nothing in these Conditions shall limit or exclude the Supplier's liability for;
17.1.1 death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;
17.1.2 fraud or fraudulent misrepresentation; or
17.1.3 breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).
17.2 Subject to clause 17.1 and clause 17.5:
17.2.1 the Supplier shall under no circumstances whatsoever be liable to the Customer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract, such as loss of data, contracts or business interruption, regulatory penalties or fines or loss of savings or any loss or damage arising from the accidental exposure by the Supplier or its agents of asbestos or any other hazardous substance of which the Customer has not made the Supplier aware; and
17.2.2 the Supplier's total liability to the Customer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed £100,000 for each claim, or £1,000,000 in total for all claims, except for any claims for loss or damage arising from loss of gas in fixed fire extinguishers where the Supplier's total liability shall not exceed £10,000.
17.3 The Supplier is unaware of the value of the contents of the Site. Given that the loss or damage that the Customer might suffer in relation to this Contract may be higher than the amounts the Supplier will charge for the provision of the Services, the Supplier has provided the Customer with the opportunity to discuss and agree the sums set out in clause 17.2.2. The liability of the Supplier is therefore limited to the amounts set out in clause 17.2.2 unless otherwise agreed in writing. It is recommended therefore that:
17.3.1 the Customer insures against all loss which it could suffer as a result of its System or Equipment not working, or if the Supplier does not respond to any signal it receives from the System at the Communication Centre; and
17.3.2 the Customer should use, maintain and store Equipment according to the instructions supplied with it. The Supplier will not be held responsible for any consequences of the Customer failing to follow these instructions.
17.4 The Supplier warrants that any goods supplied under this agreement are of satisfactory quality and fit for the purpose that the Customer has advised the Supplier that they are to be used for. The Supplier further warrants that all workmanship carried by or on its behalf will be carried out with reasonable skill and care.
17.5 The Supplier will not be liable for any damage caused to property as a result of the failure of any component(s) in any Dry Riser System during the testing process. The Supplier recommends that the Customer checks the adequacy of its insurance cover in this regard.
17.6 In the event that the Customer has any claim against the Supplier under this Contract, the Customer must give written notice to the Supplier as soon as reasonably possible and in any event not later than six months of the Customer becoming aware of the circumstances of any claim, and in as much detail as reasonably possible. However, if the Customer's claim is only based on quality of service, it must provide the Supplier with written details of such complaint within 30 days of the date the work was carried out. (And time of notification is of the essence.)
17.7 For Monitoring Services, the Communications Line between the System and the Communications Centre is provided by British Telecom or others. The Communications Centre and British Telecom or others are not under the Supplier's supervision or control.
17.8 Under the terms of the Contract, starting on the Connection Date, the Supplier must tell the Fire Authority when it receives a signal at the Communication Centre which shows that the System has gone into an alarm condition. There is a risk that alarm signals from the System at the Site might not reach the Supplier at the Communications Centre because of failure or other problems with the Communications Link. It is recommended that the Customer insures against damage or destruction of property or valuables which may result from such failure.
17.9 Save as set out above, all conditions and warranties (whether express or implied) concerning the Services, or any equipment or goods supplied by the Supplier, are excluded to the fullest extent permitted by law.
17.10 The Customer confirms that it has read and fully understands the terms of this clause 17 and accepts the limitations upon liability contained therein. The limitations of liability contained in this clause 17 continue to apply if the Customer makes a claim against the Supplier after termination of the Contract.
18. FORCE MAJEURE
18.1 For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of the Supplier including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of the Supplier or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.
18.2 The Supplier shall not be liable to the Customer as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.
18.3 If the Force Majeure Event prevents the Supplier from providing any of the Services for more than 6 months, either party shall, without limiting its other rights or remedies, have the right to terminate this Contract by giving 7 days written notice to the other party. In the event of termination in accordance with this clause 18.3, charges outstanding for Services actually performed remain payable by the Customer.
19. GENERAL
19.1 Assignment and subcontracting.
19.1.1 The Supplier may at any time assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party or agent.
19.1.2 The Customer shall not, without the prior written consent of the Supplier, assign, transfer, charge, subcontract or deal in any other manner with all or any of its rights or obligations under the Contract.
19.2 Third parties. A person who is not a party to the Contract shall not have any rights under or in connection with it.
19.3 Waiver. A waiver of any right under the Contract is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by the Supplier in exercising any right or remedy under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor preclude or restrict its further exercise. No single or partial exercise of such right or remedy by the Supplier shall preclude or restrict the further exercise of that or any other right or remedy. Unless specifically provided otherwise, rights arising under the Contract are cumulative and do not exclude rights provided by law.
19.4 Notices. Any notice or other communication required to be given to a party under or in connection with this Contract shall be in writing and shall be delivered to the other party personally or sent by prepaid first-class post, recorded delivery or by commercial courier, to the address of the other party as detailed in the Schedule.
19.5 Severance.
19.5.1 If a court or any other competent authority finds that any provision of the Contract (or part of any provision) is invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed deleted, and the validity and enforceability of the other provisions of the Contract shall not be affected.
19.5.2 If any invalid, unenforceable or illegal provision of the Contract would be valid, enforceable and legal if some part of it were deleted, the provision shall apply with the minimum modification necessary to make it legal, valid and enforceable.
19.6 Variation. Except as set out in these Conditions, any variation, including the introduction of any additional terms and conditions, to the Contract, shall only be binding when agreed in writing and signed by the Supplier.
19.7 Governing law and jurisdiction: This Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with, English law, and the parties irrevocably submit to the exclusive jurisdiction of the courts of England and Wales.
19.8 If the Customer comprises more than one legal person, its liability is joint and several.