Our Business Terms and Conditions
Terms and Conditions of Business – Mercury Fire and Security Limited
1. The Contract.
1.1. This Contract is made between you (“the Customer”) and Mercury Fire and Security Limited (“the Company”). It is made under the laws of England and Wales, and the Customer agrees that the English courts will have jurisdiction over any dispute arising from the Contract.
1.2. This Contract covers both the installation or takeover of the equipment that the Contract relates to (“the Equipment”) and the ongoing support and maintenance contract (“the Service Agreement”).
1.3. These Terms and Conditions and the Contract agreement they relate to comprise the whole agreement between the Company and the Customer.
1.3.1. No discussions or representations (written or verbal) before the Contract was agreed are incorporated in the Contract unless agreed by both the Company and Customer in writing at the time the Contract is made.
1.3.2. No variation or amendment to the Contract takes effect unless agreed by both the Company and Customer in writing.
2. Service Agreement and Renewal
2.1. The Service Agreement will start from the date of installation or takeover of the Equipment and will remain in force for an initial term of one year. It will then renew automatically every year on the anniversary of the date of installation or takeover, for a further minimum term of one year. If the customer does not want the Service Agreement to renew then it must send a written notice of cancellation to the Company before the next renewal date.
2.2. The Customer acknowledges and accepts that the Company has the right to review its annual charges and to increase them in respect of increases in its own costs and outgoings. The Company will notify the Customer of any proposed increase in annual maintenance charges by renewal invoice no less than one month in advance of the due renewal date.
2.3. The Company has the right to terminate the Contract and Service Agreement immediately in any of the following circumstances:
2.3.1. If any invoice sent by the Company is not paid by the Customer within 30 days of issue.
2.3.2. If the Customer breaches any term of this Contract.
2.3.3. If the Customer becomes insolvent, or gives notice of plans to be wound up or cease to trade, or any insolvency action (including the issue of a winding-up petition or appointment of a receiver) is taken against it.
2.4. If the Service Agreement is terminated by the Company then:
2.4.1. any invoice issued by the Company immediately becomes due and payable, including any renewal invoice already issued;
2.4.2. the Company’s obligations under this Contract will immediately cease.
3. Payment
3.1. All invoices issued by the Company must be paid by the due date shown on the invoice.
3.2. The due payment period for a renewal invoice issued in accordance with Clause 2.2 runs from the date of issue of the invoice, not the date of renewal.
3.3. If any invoice falls overdue the Company has the right to:
3.3.1. terminate the Contract in accordance with Clause 2.3.1; and/or
3.3.2. charge interest on the overdue sum in accordance with the Late Payment of Commercial Debts (Interest) Act 1996.
3.4. Ownership of any Equipment supplied by the Company does not transfer to the Customer until payment of any invoice for such Equipment.
4. Customer’s Obligations
4.1. The Customer is solely responsible for the provision of any telephone systems or IP/Broadband connections to which the Equipment is connected, including connections for any alarm signal or CCTV channel, and for payment for the installation, support, repair and use of such services.
4.2. By entering into this Contract and the associated Service Agreement the Customer agrees to comply with the following conditions, breach of which may result in termination of the Contract and Service Agreement in accordance with Clause 2.3.2.
4.2.1. The Customer will at all times operate the Equipment with reasonable care.
4.2.2. The Customer will ensure that it and its employees, servants and agents at all times maintain a respectful and courteous relationship with the Company and the Company’s employees, servants and agents. The Customer consents to the recording by the Company of telephone calls to the Company by or on behalf of the Customer.
4.3. The Customer agrees that in the event of termination of the Contract and Service Agreement for behaviour in breach of Clauses 4.2.2 it will indemnify the Company in respect of:
4.3.1. any direct or consequential loss occasioned by such behaviour; and
4.3.2. any legal costs or fees incurred by the Company in pursuit of any remedy sought by the Company regarding such behaviour.
4.4 The Customer will be responsible for any resultant costs in relation to cleaning products (particularly solvent based cleaning fluids or sprays) used by them or their cleaning staff which may result in the degradation of our products.
5. Guarantee
5.1. Subject to the exclusions and limitations set out below the Company guarantees for a period of one year from the date of installation that all Equipment installed by the Company will be installed with a good standard of workmanship and will operate in accordance with its specifications. In the event that any fault arises or poor workmanship is identified during the guarantee period the Company will repair or replace the affected parts of the Equipment free of charge.
5.2. This Guarantee is subject to the following exclusions and limitations:
5.2.1. Other than for an emergency call-out (which will be subject to charges in accordance with Clause 6.3) the Company is under no obligation to attend the Customer outside normal working hours (9 am to 4.30 pm Monday to Friday excluding public holidays.)
5.2.2. The Guarantee only applies to Equipment supplied by the Company and does not cover apparatus, components or cabling supplied by any other party, or workmanship undertaken by any other party.
5.2.3. The Guarantee does not apply to telephone systems or IP/Broadband connections that the Equipment is connected to or relies upon, and the Company takes no responsibility for such apparatus or the consequences of its failure or incorrect operation.
5.2.4. The Guarantee will immediately become void if the Equipment or any part of it is modified, interfered with or subjected to attempted repair by any person other than an authorised representative of the Company.
5.2.5. The company will input their own engineer code on installation/upgrade/takeover to allow all our engineers access to programming features but the customer can request their own be added instead, this however will void the guarantee as it would allow the customer access to programming. Should you wish for us to change the engineer code in the future, this can be done on a maintenance visit for no extra charge, otherwise a call out charge would apply.
5.2.6. If the Contract and Service Agreement are terminated in accordance with Clause 2.3 then the Guarantee will immediately become void.
6. Maintenance under the Support Agreement
6.1. During the period the Support Agreement is in effect the Company will:
6.1.1. Periodically check, test and adjust the Equipment in accordance with the current British and/or other applicable Standards for Intruder, Fire Alarm, CCTV and Access systems.
6.1.2. Carry out at no additional cost such minor repair and replacement tasks (such as fuse replacement or re-making connections) as are required to maintain or restore operation of the Equipment.
6.2. In the event that the Equipment requires remedial works outside the scope of Clause 6.1.2 or the Guarantee then the Company will quote to the Customer for the necessary repair and/or replacement cost which will be charged at the Company’s prevailing labour rate for the work in question together with the cost of parts.
6.3. The Company offers an emergency 24-hour call-out service with response within 4 or 8 hours in accordance with the current British Standard. Where the Customer invokes such call-out outside the normal working hours set out at Clause 5.2.1 (including for work covered by the Guarantee) the Company will apply its callout charges at the rate prevailing at the date of call-out for the first 30 minutes of work, and at its prevailing standard labour rate thereafter, in addition to any other costs incurred for repair and/or replacement of the Equipment.
6.4. The Company is not responsible for the correct functioning of any software or applications installed on or embedded in the Equipment by the original equipment manufacturer (“OEM”) and problems with such software or applications are expressly excluded from the Company’s obligations under Clause 6.1.
6.5. If requested to by the Customer the Company will attempt to resolve problems with OEM software or applications, but such work will be carried out on a ‘reasonable endeavours’ basis and will be charged for in accordance with the call-out provisions of Clause 6.3 and the Company will not assume any obligations under Clause 6.1 in respect of such software or applications by so doing.
7. Liability
7.1. Unless such damage or loss is proven to have been caused by the negligence or deliberate misconduct of the Company (or any of its employees) the Company’s liability to the Customer:
7.1.1. is limited to the sum paid by the Customer to the Company in the previous 12 months;
7.1.2. excludes indirect, consequential and economic loss to the Customer.
7.2. The Company will use reasonable endeavours to avoid damage or soiling to carpets in the course of installing or maintaining the Equipment, but is not liable to the Customer for any such damage or soiling of carpets or the cost of repair or remediation of carpets.
