Terms and conditions

These Terms and Conditions are the standard terms which apply to the provision of all Services by AWS Tel-Sec Ltd, a company registered in England and Wales under number 07690138, whose registered address is 5 Crown Court, Inkerman Street, Luton, Bedfordshire, England, LU1 1JB (“the Company”) to customers who require their Services.  No terms or conditions stipulated or referred to by the Customer in any form whatsoever will in any respect vary or add to these terms and conditions unless otherwise agreed by us in writing.

 

1. Definitions and Interpretation: In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:

“Agreement” means the contract into which you and we will enter if you accept our Estimate. The Agreement will incorporate, and be subject to, these Terms and Conditions;

“Customer” means you, the party accepting our Estimate or placing an order with us;

“Estimate” means the Estimate we give to you in accordance with clause 2 detailing the services we will provide to you and the fees we will charge;

“Estimated Fee” means the fee stated in the Estimate which may change according to the actual work undertaken as set out in these Terms and Conditions;

“Final Fee” means the total of all sums you must pay, which will be shown on the invoice issued in accordance with clause 8 of these Terms and Conditions;

“Materials” means the Materials required for the provision of the Services which we will supply, where applicable, as specified in the Estimate;

“Property” means the Property, as detailed in the Estimate, at which the Services are to take place; and

“Services” means the Services we will provide as specified in the Estimate.

• Each reference in these Terms and Conditions to:
  • “we”, “us” and “our” means the Company and includes all employees, agents and sub-contractors of ours;
  • “you” and “your” means the Customer;
  • “writing” and “written”, includes emails and text messages;
  • a statute or provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time;
  • a clause is a reference to a clause in these Terms and Conditions; and
  • “these Terms and Conditions” is a reference to these Terms and Conditions, as may be amended from time to time.
• The headings used in these Terms and Conditions are for convenience only and do not affect the interpretation of these Terms and Conditions.
• Words signifying the singular number will include the plural and vice versa.
• References to persons, unless the context otherwise requires, include corporations.

2. Estimates
   • All written Estimates given by us constitute an offer and will remain open for acceptance by the Customer for a period of 60 days from the date of the Estimate. Estimates can be accepted in writing.
   • Our Estimate may be based on developers’ or architects’ plans – these will be based on the relevant developer’s measurements. We will have no liability where we have relied on measurements provided to us where these are found to be incorrect.
   • We will indicate the amount of deposit required from you in our Estimate and such deposit shall be paid by you to us upon your acceptance of the Estimate.
   • We will retain the right, at any time before we receive your written acceptance of the Estimate, to withdraw or vary our Estimate provided that such withdrawal or variation is confirmed to you in writing.
   • We shall provide initial estimates and drawings in accordance with clause 3.6 however should further estimating or variations to drawings be required we reserve the right to charge for such.
3. Survey
   • As soon as practicable from the date of the deposit being paid, and where technically possible, we may arrange an appointment to take measurements of the proposed works so that we may satisfy ourselves of:
     • the technical viability of the works;
     • compliance with current laws and guidelines; and
     • the appropriateness of the price agreed in the light of 3.1.1 and 3.1.2 above.
   • The surveyor will inspect only those areas which directly relate to the proposed installation, and we will not be responsible for any defects in other parts of the premises.
   • As a result of the findings of the survey, we may need to carry out additional enquiries and site investigations to determine the viability of the Agreement. In those circumstances, the Agreement will be suspended for the time period we require to carry out the necessary investigations.
   • If any survey reveals unforeseen additional work is required at an additional cost, or that the Services to be undertaken are unsafe or unsuitable, both parties have the right to cancel the Agreement. If the Agreement is cancelled under this clause 3, we will refund any deposit paid less any design cost.  Alternatively, the parties can agree to an amended Estimated Fee. Please note, this will extend any previous timeframe or estimated programme dates we may have given you.
   • We may provide you with sketches, impressions, plans or similar documents in advance of the works. Any such material is intended for illustrative purposes only and is not intended to provide an exact specification, nor to guarantee specific results.
4. The Services
   • We will require you to grant us unrestricted access to the Property at all reasonable times for the purposes of taking measurements and or carrying out the Services the subject of this Agreement, and for any subsequent remedial work if required.
   • We will provide the Services in accordance with the specification set out in the accepted Estimate and in the Agreement (as may be amended by written agreement between you and us from time to time, however we shall not be liable to begin amendments until we have received written confirmation).
   • We will ensure that the Services are performed with reasonable care and skill and to a reasonable standard which is consistent with all relevant codes of practice, best trade practice and all current building regulations.
   • We are not liable to carry out any decorating work, unless otherwise stated in our Estimate, but will ensure that no parts of the Property suffer damage as a result of our provision of the Services. This does not apply to damage caused to any existing decorations which is reasonably commensurate with the carrying out of works in the usual way.  We will make good any other damage that occurs at no additional expense to you, as soon as is reasonably possible.
   • We will properly dispose of all waste that results from our provision of the Services. Any waste, fixtures or fittings that is not a direct result of our provision of the Services is not our responsibility and additional fees will apply.
   • Any dates given by us are estimates only and unless otherwise specifically agreed by us in writing, we shall have no obligation to complete the works by a specified date.
5. Delays and Abortive Visits
   • Unless otherwise agreed in writing, our Estimated Fee is based on being able to complete our works at the agreed times and in one continuous visit or as otherwise agreed by us.
   • The Customer shall ensure that we can access the Property on the agreed dates and at the agreed times to carry out the Services. If access is not granted or we are prevented from continuous working through to completion, we reserve the right to recover any costs incurred, such as for storage of materials or non-productive visits to the Property.
   • Where the Services are to be delayed through no fault of our own we require 7 days advance notice of such, otherwise all labour shall be chargeable.
   • Where we have specifically contracted in writing to deliver or complete the work within a specified time or by a specified date and we are in delay for reasons other than provided for under these conditions, then, to the extent that we are liable to pay damages to the Customer, the payment of damages will be equal to 1% of our net contract value for each week of delay subject to a maximum liability of 5% of our net contract value (excluding any provisional sums) in full satisfaction of any liability for delay whatsoever.
6. Variations: Any variations to the accepted Estimate shall be made in writing by both parties before we will proceed with the works.  Any price variation shall become due for payment to us in accordance with the terms for payment as detailed in clause 8.  Please be aware that variations to the agreed specification may result in delays to any estimated programme dates we have previously agreed.
7. Risk and Retention of Title
   • The responsibility (sometimes referred to as the “risk”) for the Materials remains with us until they have been delivered to the Property, at which point it will pass to you. It shall be your responsibility to ensure that there is adequate storage at the Property and that the Materials are insured.
   • Until full payment has been made in accordance with our Estimate we shall remain the legal and equitable owner of the Goods.
8. Fees and Payment
   • Our standard payment terms are 50% of the Estimated Fee as a deposit, payable upfront before the survey, with the balance payable upon completion.
   • The Estimated Fee will include the price payable for the Services and for the estimated Materials required. We will, where reasonably possible, use only the Materials, and quantities of them, as set out in the Estimate; however if additional Materials are required, we will adjust the Final Fee to reflect this.  We will keep any increases to a necessary minimum.
   • If the price of Materials or Services increases during the period between your acceptance of the Estimate and the agreed start date, we will inform you of the increase and of any difference in the Final Fee.
   • The Estimated Fee and the Final Fee are exclusive of VAT. If the rate of VAT changes, we will adjust the amount of VAT that you must pay.
   • You must pay any invoice immediately upon receipt, by bank transfer.
   • If payment is not made on the due date in accordance with the Agreement and this clause 8, we shall have the right to require payment of interest on the outstanding amount at a rate of 8% above the Bank of England base rate, accruing on a daily basis from the due date until date of actual payment. We may also refuse to provide any further Services under the Agreement until such time as any outstanding payment has been paid and will not be liable for any delays caused as a result. This then will be subject to Clause 9.
   • The time for payment is of the essence of the Agreement and failure to pay the full price or balance on the due date may invalidate the terms of the guarantee as detailed in clause 13.
9. Suspension: In the event that we have exercised our right under Section 111 of the Housing Grants, Construction and Regeneration Act 1996 to suspend performance of our obligations under this contract, the Customer shall reimburse us in respect of any loss and/or expense incurred by us during the period of the suspension including the cost of re-mobilisation on the lifting of the suspension.
10. Customer’s Responsibilities: You are responsible for:
    • ensuring that if any consents, licences, parking fee, skip licences or other permissions are needed from any third parties such as landlords, planning authorities, local authorities or similar and these have been obtained by the Customer before we begin the works; any failings to do so may incur more fees or charges which you are liable for;
    • providing electricity, gas and water, at no cost to us, to enable us to complete the works and, if necessary, any remedial works, we must have full constant power upon completion to test and commission;
    • ensuring that access is granted to neighbouring land in the event such access is required and we shall not be held liable for any delays arising out of the inability to gain access;
    • ensuring that any prior preparatory works such as groundworks or cabling is completed prior to our start date and that this is completed to a high standard including all lightning protection and earth bonding.
    • the cost of any additional work necessary to complete the Services as a result of your failure, or the failure of any third party not instructed by us, in complying with our specifications. Where previous construction has been completed by you or any third party and where this has been constructed inadequately or incorrectly, we will not be held responsible for any subsequent loss or damage attributable to defects with such.
11. Cancellation:
    • Should you cancel the order with us, we reserve the right to levy reasonable cancellation charges including, but not limited to, any administration costs, procurement costs and loss of profit, against you and these shall fall due for payment immediately.
    • Cancellations at any time after receiving Confirmation shall be subject to the following charges:
      • if we receive more than 30 days’ notice of the cancellation prior to the start of the works we shall charge 50 % of the Estimated Fee and/or costs incurred to date, whichever is the higher;
      • 100% of the total Estimated Fee will be payable if we receive fewer than 30 days’ notice of the cancellation prior to the start of the works.

12. Termination
    • You may terminate the Agreement with immediate effect by giving us written notice if:
      • We have breached the Agreement in any material way and have failed to remedy that breach within 14 days of you asking us in writing to do so; or
      • We enter into liquidation or have an administrator or receiver appointed over our assets.
    • We may terminate the Agreement with immediate effect by giving you written notice if:
      • You fail to make a payment on time as required under clause 8 (this does not affect our right to charge interest on overdue sums under sub-clause 8.6);
      • You have breached the Agreement in any material way and have failed to remedy that breach within 14 days of us asking you in writing to do so; or
      • We have been unable to provide the Services for more than 6 months due to an event outside of our control (see clause 17).
    • For the purposes of this clause 12, a breach of the Agreement will be considered material if it is not minimal or trivial in its consequences to the terminating party, regardless of whether it was caused by any accident, mishap, mistake or misunderstanding.
    • If at the termination date we have provided Services that you have not yet paid for, the sums due will be deducted from any refund due to you or, if no refund is due, we will invoice you for those sums and you will be required to make payment in accordance with clause 8.
    • If the Agreement is terminated for any reason any clauses which, either expressly or by their nature, relate to the period after the expiry or termination of the Agreement will remain in full force and effect.
    • Termination will not remove or reduce any right to damages or other remedy which either we may have in respect of any breach of the Agreement which exist at or before the date of termination.
13. Guarantee
    • Once the Goods have been installed and commissioned, all Materials shall be granted a 12-month guarantee, provided we are engaged under our standard maintenance agreement, which shall be subject to separate terms and conditions.
    • If any defects appear due to no fault of yours during this period, we will rectify any and all such defects at no cost to you. Any Materials supplied by us shall be subject to the extents and limits of the warranty provided to us by the manufacturer’s guarantee or warranty.
    • This guarantee is subject to:
      • payment having been received by us in full in accordance with clause 8;
      • you providing written notice to us within 7 days of becoming aware of any such defect;
      • you ensuring that no person modifies, adjusts or interferes with the works without our prior approval. Should this occur, any problems encountered as a result will be chargeable; and
      • you following all instructions issued by us upon completion of the works.
    • We accept no liability in respect of the following:
      • damage due to causes beyond our control including, but not limited to, accident, storm, flood, neglect, misuse, faults or premature deterioration which result from the Customer’s failure to comply with our maintenance and cleaning instructions;
      • damage due to misuse or vandalism; or
      • cosmetic damage or deterioration arising out of normal wear and tear.
    • If you sell the Property, the guarantee is not transferable to subsequent owners of the Property.
    • Any repair work carried out or replacement materials supplied within the guarantee period will also be covered by the guarantee, but only for the remainder of the original guarantee period.
14. Sub-Contracting: We shall be free to sub-contract any of our obligations under these Terms and Conditions provided that any and all sub-contractors are reasonably skilled in the relevant practices and provided that no additional charges are passed on to you.
15. Relationship of the Parties: Nothing in the Agreement shall constitute or be deemed to constitute a partnership, joint venture, agency or other relationship between the Parties other than the contractual relationship expressly provided for in the Agreement.
16. Complaints: We always welcome feedback from our customers and, while we always use all reasonable endeavours to ensure that your experience as a customer of ours is a positive one, we nevertheless want to hear from you if you have any cause for complaint.  Please send any complaints to [email protected]. Unless you have reasonable justification in refusing entry, we will require you to grant us all reasonable access and facilities to remedy any complaint for which we may be liable.
17. Events Outside of Our Control (Force Majeure): We will not be liable for any failure or delay in performing our obligations under these Terms and Conditions where the failure or delay results from any cause that is beyond our reasonable control.  Such causes include, but are not limited to: adverse weather, power failure, internet service provider failure, strikes, lock-outs or other industrial action by third parties, riots, civil unrest, fire, explosion, flood, storms, earthquakes, subsidence, acts of terrorism, acts of war, natural disaster, or any other event that is beyond our reasonable control.
18. Liability
    • We will be responsible for any foreseeable loss or damage that you may suffer as a result of our breach of these Terms and Conditions or as a result of our negligence. Loss or damage is foreseeable if it is an obvious consequence of the breach or negligence or if it is contemplated by you and us when the Agreement is entered into. We will not be responsible for any loss or damage that is not foreseeable.
    • We will maintain suitable and valid insurance, including public liability insurance.
    • We will not be liable to you for any loss of profit, loss of business, interruption to business or for any loss of business opportunity.
    • We are not responsible for any pre-existing faults or damage in or to your Property that we may discover while providing the Services.
    • We are not liable for any loss or damage you suffer which results from your failure to follow any reasonable instructions given by us.
    • Nothing in these Terms and Conditions is intended to or will limit or exclude our liability for death or personal injury caused by our negligence or for fraud or fraudulent misrepresentation.
19. How We Use Your Personal Information (Data Protection): All personal information that we may collect will be collected, used and held in accordance with the provisions of the Data Protection Act 2018 and your rights under that Act.  We may use your personal information to provide the Services to you, process payments and inform you of new products and services available from us.  You may request that we stop sending you this information at any time.  We will not pass on your personal information to any third parties without first obtaining your express permission.
20. Other Important Terms
    • We may from time to time change these Terms and Conditions without giving you notice, but we will use our reasonable endeavours to inform you as soon as is reasonably possible of any such changes.
    • We may transfer (assign) our obligations and rights under the Agreement to a third party (this may happen, for example, if we sell our business). If this occurs we will inform you in writing.  Your rights under the Agreement will not be affected and our obligations under the Agreement will be transferred to the third party who will remain bound by them.
    • You may not transfer (assign) your obligations and rights under the Agreement without our express written permission, which will not be unreasonably withheld.
    • The Agreement is between you and us. It is not intended to benefit any other person or third party in any way and no such person or party will be entitled to enforce any provision of the Agreement.
    • If any provision of the Agreement or these Terms and Conditions is held by any competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of the Agreement or these Terms and Conditions and the remainder of the provision in question will not be affected.
    • No failure or delay by either party in exercising any rights under the Agreement means that we or you have waived that right, and no waiver by either party of a breach of any provision of the Agreement means that we or you will waive any subsequent breach of the same or any other provision.
21. Law and Jurisdiction
    • These Terms and Conditions and the relationship between you and us (whether contractual or otherwise) will be governed by, and construed in accordance with, the laws of England and Wales.
    • Any dispute, controversy, proceedings or claim between you and us relating to the Agreement or these Terms and Conditions (whether contractual or otherwise) will be subject to the jurisdiction of the courts of England and Wales.