PRECISION SECURITY SYSTEMS LIMITED
TERMS & CONDITIONS
“Agreement Date”, the date on which the Contract is entered into.
“Conditions”, the terms and conditions set out in this document as amended from time to time in accordance with clause 10.4.
“Contract”, the contract for the supply, installation, service and/or maintenance and/or monitoring of the System(s) entered into by the parties upon the agreed scope, which shall include the Order and these Conditions.
“Customer”, the person or entity who engages Precision to install, supply and/or maintain and/or monitor the System in accordance with the Specification.
“Installation”, the installation of the System or any part thereof.
“Order”, the Customer’s order as set out in the Contract Agreement, the Specification or quotation or otherwise attached hereto, as the case may be.
“Parties”, Precision and the Customer collectively as the parties to this Contract.
“Precision”, “Precision Security” “us”, “our” and “we”, Precision Security Systems Limited, CRO: 132147.
“Services”, the services agreed including the Installation and maintenance of the System.
“Specification”, the details of the security system as designed for the Customer and summarised in the Contract Agreement.
“System”, the equipment, wiring circuits and ancillary items described in the Specification.
The System which shall be installed, supplied and/or maintained by us materially as described in the Specification. The Order constitutes an offer by the Customer to purchase the System and/or Services in accordance with these Conditions. The Customer is responsible for ensuring that the terms of the Order and any applicable Specification are complete and accurate. Precision reserves the right to amend these Conditions or the Specification as it reasonably sees fit or as may be required by any applicable statutory or regulatory requirement and shall notify the Customer in any such event.
3.1. The Customer shall offer full cooperation for the purpose of installation and grants us such rights over, and access to, the Customer’s premises as are necessary for us to install the System and shall be solely responsible for obtaining and payment for all necessary consents, permits, insurance and approvals for the Installation and charges associated therewith (including costs for power supply).
3.2. Precision shall endeavour to deliver and install the System at the premises of the Customer at a date and time as shall be agreed by the parties but shall bear no liability for a change in timelines as these times are approximate only. We shall not be liable for any delay in Installation that is caused by circumstances beyond our control (a “Force Majeure Event”) or the Customer’s failure to provide us with adequate delivery instructions or any other instructions that are relevant to the Installation.
3.3. We reserve the right to alter or replace the System or any component part thereof at our discretion at any time without notice where such an alteration or replacement is reasonable for the improvement of the System. We reserve the right to assign our obligations under the Contract and to perform the Installation or any other service which we are obliged to perform through sub-contractors, licensees or assigns.
3.4. If we fail to complete the Installation, our liability shall be limited by the terms of these Conditions. We may complete the Installation in instalments, which shall be invoiced and paid for separately. Each instalment shall constitute a separate contract. Any delay in completion of an instalment shall not entitle the Customer to cancel any other instalment.
4. Maintenance and Monitoring
4.1. Precision will maintain the System in accordance with published best practice as shall be in place on or around the date on which the System is to be maintained each year and/or at the respective frequency of required maintenance visits throughout the year (the “Annual Maintenance Dates”). Maintenance and/or Monitoring shall be provided for a term of 3 years. Unless otherwise terminated, this shall be renewed for an additional 1 year period on the third anniversary of the Agreement Date and shall be renewed each year thereafter on the anniversary of the Agreement Date unless determined by either party giving the other party not less than three months’ notice in writing, in which case maintenance and monitoring services shall cease on the subsequent anniversary of the Agreement Date.
4.2. The costs of annual maintenance and/or monitoring shall be determined by the Contract, Quote and these Conditions.
4.3. Should the Customer request the attendance of a Company engineer at any time and for any reason other than for annual maintenance of the System (a “Standard Call Out, “After Hours Call Out”, “Weekend or Bank Holiday Call Out”, “Emergency Callout”), the Customer shall be liable for the reasonable costs of materials and labour incurred as a result of said call out(s).
4.4. All contracts are noncomprehensive unless otherwise stated.
4.5. Battery replacements are not included unless otherwise stated.
4.6. A remote maintenance of the system(s) may be undertaken and will count as a maintenance visit.
4.7. During each scheduled Access Control maintenance visit, our engineer will inspect the following and perform all necessary tests and complete any rectifications which are practical at the time:
4.7.1. Installation/location/siting of all equipment/devices against as-fitted document
4.7.2. Satisfactory operation of all equipment
4.7.3. All flexible connections
4.7.4. Normal and standby power supplies, for correct function
4.7.5. The control equipment
4.7.6. The operation of any warning device in the system
4.7.7. The correct operation of all system security functions
4.7.8. System application and operating software is at the correct version with any outstanding application and security patches and updates installed
5. Customer’s Obligations
5.1. The Customer shall fulfil its obligations under Clause 7 (price and payment), and under the Contract generally, in a prompt and timely manner. The Customer shall notify Precision immediately of any issues in the Order or any defect appearing in the System and shall take necessary steps to allow us to remedy the defect.
5.2. The Customer shall notify us of any proposed structural alterations to the premises and/or major alterations to the contents of the premises covered by the System and shall pay for the cost of any extensions or alterations to the System which may become necessary as a result within 15 days of receipt from us of an invoice for same; is responsible for ensuring that the System is at all times kept safely and properly used; and shall test the System in accordance with the instructions set out in the user manual, on our website or otherwise provided to you from time to time and you shall promptly report any defects to us.
5.3. The Customer shall be responsible for the provision of all ancillary services necessary for the proper functioning of the System (including adequate and suitable power supply, power points, electrical fittings, broadband connectivity and telephone lines and fittings and the provision of an active SIM card for any GSM units installed (if customer providing same) as part of the System).
6. Title and risk
6.1. The risk of accidental deterioration or destruction of the System shall pass to the Customer on delivery. Title to the System shall not pass to the Customer until the Customer has discharged the Installation Price.
7. Price and payment
7.1. The price of the System and the Installation shall be the price set out in the Contract, or, if no price is quoted, the price set out in our published price list in force as at the date of delivery.
7.2. The price for the annual maintenance of the System for the period specified in the Contract (if any) is the price specified as such in the Contract (the “Maintenance Charge”). Precision may amend the Maintenance Charge at any time after a period of one year of the Contract.
7.3. The price for the annual monitoring of the System for the period specified in the Contract (if any) is the price specified as such in the Contract (the “Monitoring Charge”). Precision may amend the Monitoring Charge at any time after a period of one year of the Contract.
7.4. The price for any additional Charges relating to the System for the period specified in the Contract (if any) is the price specified as such in the Contract (the “Other Charge”). Precision may amend this Charge at any time after a period of one year of the Contract.
7.5. All prices quoted in the Contract are exclusive of VAT unless specified otherwise.
7.6. For first time customers, 25% of the price of the System and the Installation (the “Installation Price”) shall be payable by the Customer upon acceptance of a quote. The balance of this price shall be payable on completion of the Installation.
7.7. We may invoice the Customer as follows:
7.7.1. for each annual Maintenance Charge yearly in advance;
7.7.2. for each annual Monitoring Charge yearly in advance;
7.7.3. for each annual Recurring Charge yearly in advance;
7.7.4. for each annual Other Charge yearly in advance;
7.7.5. for the price of each Call Out: at any time after the Call Out to which the invoice relates.
7.7.6. for the balance of the Installation Price: on or at any time after the completion of the Installation;
7.8. The Customer shall pay each invoice submitted by us within 15 days of receipt of the invoice. Time for payment shall be of the essence of the Contract.
7.9. If the Customer fails to make a payment due to Precision under the Contract by the due date, then, without limiting the our remedies under clause 9, the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 7.8 will accrue each day at 4% a year above the Central Bank of Ireland’s base rate from time to time, but at 4% a year for any period when that base rate is below 0%. All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
8. Limitation of liability
8.1. The restrictions on liability in this clause apply to every liability which can legally be limited arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise. Our total liability to the Customer shall not exceed the sum of all payments made by the Customer to us under the Contract up to the date on which it might become liable. We are not liable for the direct or indirect costs or other expenses incurred by the Customer in obtaining a replacement system or the costs of any work required to be carried out to the System due to damage howsoever caused unless otherwise agreed.
8.2. Further to 8.1 the following types of loss are wholly excluded: loss of profits, loss of sales or business, loss of agreements or contracts, loss of anticipated savings, loss of use or corruption of software, data or information, loss of or damage to goodwill, and indirect or consequential loss.
8.3. We shall not be liable for any failure to fulfil our obligations under the contract where such failure is a direct consequence of a Force Majeure Event or the Customer’s failure to provide us with adequate delivery instructions or any other instructions that are relevant to the supply of the goods or services hereunder.
8.4. This clause 8 shall survive termination of the Contract. Precision makes no guarantee, warranty or representation that the System will prevent occurrences which the System is intended to detect or deter.
9.1. Without limiting its other rights or remedies, Precision may terminate this Contract with immediate effect by giving written notice to the Customer if:
9.1.1. the Customer commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing to do so;
9.1.2. the Customer takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business;
9.1.3. the Customer suspends, threatens to suspend, ceases or threatens to cease to carry on all or a substantial part of its business; or
9.1.4. the Customer’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy.
9.2. Without limiting its other rights or remedies, we may suspend provision of the Services under the Contract or any other contract between the Customer and us if the Customer becomes subject to any of the events listed in clause 9.1.2 to clause 9.1.4, or we reasonably believe that the Customer is about to become subject to any of them, or if the Customer fails to pay any amount due under this Contract on the due date for payment.
9.3. Without limiting our other rights or remedies, we may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment.
9.4. On termination of the Contract for any reason the Customer shall immediately pay to Precision all outstanding unpaid invoices and interest and, in respect of Services provided for which no invoice has been submitted, we shall submit an invoice, which shall be payable by the Customer immediately on receipt.
9.5. Termination or expiry of the Contract, however arising, shall not affect any of the parties’ rights and remedies that have accrued as at termination or expiry, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry.
9.6. Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the Contract shall remain in full force and effect.
10.1. Assignment and other dealings: We may at any time assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with all or any of our rights or obligations under the Contract. The Customer may not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract without the prior written consent of Precision.
10.2. Data Protection: We shall handle personal information according to the General Data Protection Regulations and may use the Customer’s personal data in order to follow up requests and to fulfil the agreement regarding delivery of the Services as well as any agreed additional services.
10.3. Entire agreement: The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. Each party agrees that it shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract.
10.4. Variation and Changes: Precision may revise these Conditions from time to time. In the case of an increase in the charges or a material change to the scope of the service, you will have a period of 30 days during which you can choose to cancel the Contract by giving us written notice. Failure to cancel the Contract within this period will constitute acceptance of our changes to these Conditions.
10.5. Waiver: No failure or delay by a party to exercise any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.
10.6. Severance: If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision of the Contract is deemed deleted under this clause 10.6 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
10.7. Notices: If Precision have to contact you or give you notice in writing, We will do so by e-mail, by SMS, by hand, or by pre-paid post to the address or delivery method provided to us from time to time. Alternatively, we may deliver notices to you by online announcement, message on our website, by a notice in such number of national newspapers as we may determine or any other appropriate method. Any notice given by the Customer in connection with the Contract shall be in writing and shall be delivered by hand or registered post at its registered office.
10.8. Governing law & Jurisdiction: The Contract shall be governed by and construed in accordance with the laws of Ireland. Each party irrevocably agrees that the courts of Ireland shall have exclusive jurisdiction to settle any dispute or claim in connection with the Contract.
10.9. Statutory Rights: These Conditions shall not affect the statutory rights of a consumer.
Precision Security Systems Ltd. reserve the right to update these Terms and Conditions without notice.