1. Definitions

Agreement: Means the agreement entered into by the company and the customer incorporating these terms and conditions (or variation thereof agreed upon by both parties) which shall govern the provision of the services.

Company: Pilgrim Fire Protection Ltd. Business registration 12546755

Customer: Means the party procuring the Services from the Company, as defined on the first page of this Agreement

Party/Parties: Either/both the Company or the Customer

Services: As specified overleaf in this Agreement

Fees: Means any and all sums due under the Agreement from the Customer to the Company, as specified overleaf

Standard Working Hours: Means any day (other than a Saturday, Sunday or UK Bank Holiday) between the hours of 8.00am and 17.30pm

Commencement Date: Means the date on which provision of the Services will commence and will be the date on which this Agreement is signed for and on behalf of the Company

Site Address: Means the place at which the Services are to be provided, as specified on the first page of this Agreement

Term: Means the minimum term of the Agreement as specified overleaf on this Agreement

2. Provision of the services

   2.1: With effect from the Commencement Date, the Company shall, throughout the Term of this Agreement, provide the Services to the Customer.

   2.2: The Company shall provide the Services with reasonable skill and care, commensurate with prevailing standards in the fire sector in the United Kingdom.

   2.3: The Company shall act in accordance with all reasonable instructions given to it by the Customer provided such instructions are compatible with the specification of Services provided overleaf.

   2.4: The Company shall be responsible for ensuring that it complies with all statutes, regulations, byelaws, standards, codes of conduct and any other rules relevant to the provision of the Services.

   2.5: This Agreement shall not be deemed automatically to cover any additional Equipment that the Customer may purchase or have installed during the term of this Agreement. Extension of the Services to cover such new Equipment shall occur only by agreement between the Parties and may result in an increase in the Maintenance Fee, such increase to be at the discretion of the Company.

   2.6: The service visits will be made during Standard Working Hours unless otherwise agreed by the Company in writing.

   2.7: Following each service visit a Corrective Action Report be provided. Certification will be provided once full payment is received.

   2.8: The following are expressly excluded from the Services and shall only be undertaken at the discretion of the Company and at extra cost to the Customer:

   2.8.1: Repairs to Equipment damaged deliberately by the Customer or as a result of vandalism.

   2.8.2: Repairs to Equipment damaged as a result of war, terrorism, fire, explosion or natural disaster.

   2.8.3: Repairs to electrical equipment or infrastructure that is external to the Equipment.

   2.8.4: Repairs to equipment that is ancillary to the Equipment.

   2.8.5: Repairs to the Equipment or System which has been modified, moved, reinstalled or repaired by the Customer or any third party without the prior written approval of the Company.

3. Customers Obligations

   3.1: To allow the Company, its servants or agents access to the Site Address during Standard Working Hours to undertake service, inspection and emergency breakdown works. 

   3.1.1: In the event that the Customer denies the Company access, after three requests (the third of which will be in writing and give at least 14 calendar days’ notice), the service visit due will be deemed to have been completed and the Maintenance Fee for this service visit will become due and payable as if the service visit had been completed. 

   3.1.2: In the event that the Customer has agreed a pre-arranged appointment (verbally or otherwise) and upon arrival, the Company’s engineers are unable to gain access to the Site Address to complete the service visit or are denied access to the Site Address for any reason, the service visit due will be deemed to have been completed and the Maintenance Fee for this service visit will become due and payable as if the service visit had been completed.

   3.1.3: If unable to gain access or denied access in accordance with this Clauses 3.1.1 and 3.1.2, the Company will then make no further attempt to arrange this service visit and reserves the right to suspend or withdraw the Emergency Breakdown and Call Out service until the Equipment has once again been serviced and the Company can be sure that it is operating in accordance with British Standards.

   3.1.4: The Customer may at any time request this service visit be carried out and provide access in accordance with this Clause 3, and the Company will schedule the service as soon as other bookings allow.

   3.1.5:  If a service visit is missed or carried out late for the reasons specified in this Clause, the next service visit will be due in accordance with the original schedule unless agreed otherwise by the Company in writing.

   3.1.6: If the Customer relocates / moves to another Site Address whilst this Agreement is current, the Customer agrees that either: The Company will continue to provide the Services at the new place of business (the ‘New Site Address’) for the remaining Term of this Agreement (always subject to a survey of the New Site Address by the Company and increase of the Maintenance Fee at the Company’s discretion), or,

The Customer will be deemed to have immediately terminated this Agreement by the giving of six months’ notice under Clause 6 and pay the Early Termination Fee specified in Clause 7.4 for any outstanding term under this Agreement, if any.

   3.2: The Customer will not remove, relocate, alter or add to any Equipment without first agreeing any proposed alterations with the Company. If the Customer or any third party on the Customer’s behalf breaches the requirements of this Clause any and all warranties on the Equipment will be immediately invalidated.

   3.3: The Customer agrees to the Equipment being maintained in accordance with the relevant British Standard and authorises the Company to undertake any necessary repairs or replace any faulty part(s) or Equipment during the service visit (always providing that the Company has the required part(s) or Equipment available at the time of the service visit).

   3.4: The Customer will advise the Company of any fault or repair needed as soon as possible.

   3.5: The Customer will advise the Company of any changes or change of use of any part of the Site Address. This is to give the Company the opportunity to ensure that the operation of the Equipment is not impaired, that it continues to comply with British Standards and that any changes do not invalidate the Customers or the Company’s insurance.

   3.6: The Customer shall use all reasonable endeavours to provide all other pertinent information to the Company that is necessary for the Company’s provision of the Services.

   3.7: If any consents, licences or other permissions are needed from any third parties such as landlords, planning authorities, local authorities or similar, it shall be the Customer’s responsibility to obtain the same in advance of the provision of the Services (or the relevant part thereof).

   3.8: The Customer will ensure that the Equipment is used in an appropriate manner and, where relevant, in accordance with any and all guidelines and instructions issued by the manufacturer or the Company.

   3.9: The Customer will ensure that all relevant employees are fully trained in the correct operation of the Equipment.

   3.10: The Customer agrees that the Company is authorised to attend call outs at the request of any reasonable person, whether it be a known contact, other authorities such as (but not limited to) the fire brigade or any other persons. If the Customer wishes to limit the persons who are able to request a call out, it is the Customer’s responsibility to give prior written notice to the Company, which will only take effect when acknowledged in writing by the Company.

4. Fees

   4.1: The Customer shall pay all Fees (including the Maintenance Fee) to the Company in accordance with this Clause 4.

   4.2: The Company shall invoice the Customer for Fees due in accordance with the provisions overleaf.

   4.3: All payments required to be made pursuant to this Agreement by the Customer shall be due on the last day of the month following the one in which the invoice is dated. Payments must be made by the due date by way of cleared funds without any set-off, withholding or deduction except such amount (if any) of tax as that Party is required to deduct or withhold by law.

   4.4: The Customer will raise any dispute with regard to the Fees with the Company before the due date for payment in Clause 4.3 above. If the Customer does not raise a dispute within this timescale the Customer will be deemed to have accepted the Fees which will be payable in full.

   4.5: Without prejudice to sub-Clause 6.2.1, any sums which remain unpaid following the expiry of the period set out in Clause 4.3 shall incur interest on a daily basis at 8% above the base rate of the Bank of England from time to time, until payment is made in full of any such outstanding sums. Debt recovery costs will also be incurred.

   4.6: In the event of failure to pay any amounts owing under this Agreement by the due date, the Company reserves the right to suspend and cancel the Emergency Breakdown and Call Out Service.

5. Term of Contract

   5.1: This Agreement shall come into force on the date that it is signed for and on behalf of Pilgrim Fire Protection (“the Commencement Date”) and shall continue for a minimum term of six months from that date, subject to the provisions of this Clause 5.

   5.2: After the minimum term, either Party may terminate this Agreement by giving the other notice in accordance with Clause 6 of this Agreement.

   5.3: This Agreement will automatically renew for a further period of six months on each Contract Anniversary Date until terminated either by Pilgrim Fire Protection or the Customer, in accordance with the provisions of Clause 6.

6. Termination of Contract

   6.1: The Customer may terminate this Agreement by giving to the Company not less than six months written notice subject to the following:

   6.1.1: If less than six months’ notice is given before the end of either the minimum six month term or subsequent Contract Anniversary Date, this Agreement will continue for a further period of six months under the automatic renewal provision in Clause 5.3 and will terminate on the Contract Anniversary Date in the year following receipt of the notice.

   6.2: If less than six months’ notice is given before the end of either the minimum six month term or subsequent Contract Anniversary Date, this Agreement will continue for a further period of six months under the automatic renewal provision in Clause 5.3 and will terminate on the Contract Anniversary Date in the year following receipt of the notice.

   6.2.1: Any sum owing to the Company under any of the provisions of this Agreement is not paid within 30 calendar days of the due date for payment;

   6.2.2: The Customer commits any other breach of any of the provisions of this Agreement and, if the breach is capable of remedy, fails to remedy it within 30 calendar days after being given written notice, giving full particulars of the breach and requiring it to be remedied;

   6.2.3: For the purposes of sub-clause 6.2.2, a breach shall be considered capable of remedy if the Customer in breach can comply with the provision in question in all respects.

   6.3: The Company at its sole discretion, reserves the right to immediately terminate all or part of this Agreement, if the Customer:

   6.3.1: Refuses to allow the Company to undertake repairs, supply and install replacement equipment or undertake other works as necessary to ensure that any systems or Equipment which are the subject of this Agreement remain compliant with British Standards and fully operate as intended at all times.

   6.3.2: The Customer sources replacement parts or Equipment from the internet or other external sources, for which we cannot guarantee the quality, suitability or provide a warranty.

   6.3.3: The Customer allows other parties to work on, or make changes to, the system(s) or Equipment maintained. Such changes could compromise the operational status of the system or Equipment or have an overall impact which is outside the Company’s control or of which it may be unaware.

   6.4: Either Party has the right to terminate this Agreement immediately if the other:

Goes into bankruptcy or liquidation either voluntary or compulsory (save for the purposes of bona fide corporate reconstruction or amalgamation) or if a receiver is appointed in respect of the whole or any part of its assets

   6.5: The rights to terminate this Agreement given by this Clause 6 shall not prejudice any other right or remedy of either party in respect of the breach concerned (if any) or any other breach.

7. Effects of Termination

Upon termination of this Agreement for any reason

   7.1: Any sum owing by the Customer to the Company under any of the provisions of this Agreement shall become immediately due and payable;

   7.2: If the Customer terminates this Agreement before the expiry of the minimum six month term the Customer will pay to the Company an Early Termination Fee as specified in clause 7.4. This payment will be proportionate to the actual loss suffered by the Company due to the early termination of this Agreement.

   7.3: After the initial six month term, if the Customer terminates this Agreement earlier than the Contract Anniversary Date applicable after notice has been given, the Customer will pay to the Company an Early Termination Fee as specified in Clause 7.4. This payment will be proportionate to the actual loss suffered by the Company due to the early termination of this Agreement.

   7.4: The Early Termination Fee as specified in Clauses 7.2 and 7.3 will be calculated as follows:

The Maintenance Fee plus 30% of the average invoiced cost of parts fitted in the last two service visits will be payable for each service visit due before this Agreement would have properly come to an end under Clause 5.

If less than two service visits have taken place and an average cannot be calculated, the value of parts fitted will be the invoiced cost of parts fitted on the last service visit (if any).

The Customer acknowledges that the calculation in this Clause 7.4 is a reasonable estimation of the actual loss that would be suffered by the Company due to the early termination of the Agreement.

   7.5: All Clauses which, either expressly or by their nature, relate to the period after the expiry or termination of this Agreement shall remain in full force and effect;

   7.6: Termination shall not affect or prejudice any right to damages or other remedy which the terminating party may have in respect of the event giving rise to the termination or any other right to damages or other remedy which any party may have in respect of any breach of this Agreement which existed at or before the date of termination;

   7.7: Subject as provided in this Clause 7 and except in respect of any accrued rights neither party shall be under any further obligation to the other; and

   7.8: Each party shall immediately cease to use, either directly or indirectly, any confidential information, and shall immediately return to the other party any documents in its possession or control which contain or record any confidential information.

8. No Waiver

   8.1: No failure or delay by either party in exercising any of its rights under this Agreement shall be deemed to be a waiver of that right, and no waiver by either party of a breach of any provision of this Agreement shall be deemed to be a waiver of any subsequent breach of the same or any other provision.

9. Notices

   9.1: All notices under this Agreement shall be in writing and be deemed duly given if signed by, or on behalf of, a duly authorised officer of the party giving the notice.

   9.2: Notices shall be deemed to have been duly given:

   9.2.1: When delivered, if delivered by courier or other messenger (including signed for mail) during the normal business hours of the recipient.

   9.2.2: When sent, if transmitted by facsimile or e-mail and a successful transmission report or return receipt is generated; or

   9.2.3: If mailed by national ordinary mail, when acknowledged in writing by the Company.

In each case, notices shall be addressed to the most recent address, e-mail address, or facsimile number notified to the other party.

10. Data Protection

   10.1: In this Clause 10, “personal data”, “data subject”, “data controller”, “data processor”, and “personal data breach” shall have the meaning defined in Article 4, EU Regulation 2016/679 General Data Protection Regulation (“GDPR”).

   10.2: All personal data that we the Company may obtain or use in the preparation of this quotation will be collected, processed and held in accordance with the provisions of EU Regulation 2016/679 General Data Protection Regulation (“GDPR) and the Customers rights under the GDPR

   10.3: For complete details of the Company’s collection, processing, storage and retention of personal data including, but not limited to, the purpose(s) for which personal data is used, the legal basis or bases for using it, details of the Customers rights and how to exercise them, please refer to the Company’s Privacy Policy available upon request from the Company.

   10.4: The Customer shall ensure that it has in place all necessary consents and notices required to enable the lawful transfer of personal data to the Company for the purposes of providing the Service.

11. Entire Agreement

   11.1: This Agreement contains the entire agreement between the parties with respect to its subject matter and may not be modified except by an instrument in writing signed by the duly authorised representatives of the parties.

   11.2: Each party acknowledges that, in entering into this Agreement, it does not rely on any representation, warranty or other provision except as expressly provided in this Agreement, and all conditions, warranties or other terms implied by statute or common law are excluded to the fullest extent permitted by law.

12. Severance

   12.1: In the event that one or more of the provisions of this Agreement is found to be unlawful, invalid or otherwise unenforceable, that / those provision(s) shall be deemed severed from the remainder of this Agreement. The remainder of this Agreement shall be valid and enforceable.