- DEFINITIONS:
In this agreement the following expressions shall have the following meanings:
“The Client” – The party identified as the Client on the contract “The Company” – Alpha One Plus Limited, 274 Saracen Street, Glasgow, G22 45LF.
“The Conditions” – The Company’s Standard Terms and Conditions of Contract as set herein.
“The Contract” – The agreement between the Client and the Company for the provision of the services, incorporating Contract Details, Contract Terms & Conditions, Contract Schedule(s), subject to any variations in writing and signed by a Director of The Company, subject to clause 5.3 of the Conditions.
“Door Supervisor/Steward” – A Qualified, trained, SIA licensed Door Supervisor/Steward supplied by The Company who shall be either an employee or a sub-contractor of The Company.
“Maximum Capacity” – Means the maximum occupancy of people that can safely fit inside the Premises in accordance with any relevant legislation.
“The Premises” – The Premises, venue or venues where The Company has to provide the Services under the Contract.
“Review Date” – The Review Date listed on the Contract Details or the first anniversary of the Start Date and every subsequent one-year anniversary or such other date as may be agreed in writing between parties, with effect from which date the Company has the right to revise the sums payable by the Client under the Contract without prejudice to clause 5.3.
“The Services” – The provision of security and related services to the Client under the Contract. - APPLICABILITY OF THE CONDITIONS
2.1 – Any written quotation or estimate issued by the Company shall constitute an invitation to treat. The Conditions shall apply to all Contracts to the exclusion of all other terms and conditions including any terms, purchase order or similar document issued by the Client. All orders for Services shall be deemed to be an offer by the Client pursuant to these Conditions. A Contract shall be formed upon signature by the Client and the Company or upon commencement of the provision of the Services by the Company whichever is the earlier.
2.2 – No particulars contained in any advertising matter, catalogues or other publications supplied by the Company nor any verbal representation by any employee or agent of the Company nor any previous correspondence between the parties shall form part of the Contract nor shall they be treated as constituting a representation on the part of the company.
2.3 – No alterations or modifications to the Conditions or the Services shall be binding on the Company unless evidenced in writing and signed by an authorized officer of the Company. - THE SERVICES
3.1 – The Company will provide the Services on and subject to these Conditions
3.2 – Without prejudice to Condition 8.5, in the event of any form of industrial action affecting the Premises and/or the Client’s employees, the Company shall not be obliged to perform any duties or functions previously performed by the Client’s or any other person’s employees involved in the industrial action but shall subject as aforesaid continue to perform the Services to the extent possible in the circumstances.
3.3 – The Company shall no be obliged to perform the Services or any part of them where such performance would expose personnel provided by the Company for the performance of the services to a risk of personal injury.
3.4 The Client acknowledges:
3.4.1 – That whereas the Company undertakes to use its reasonable endeavours to steward the Premises, the Company does not and cannot guarantee the security of the Premises and/or its contents;
3.4.2 -That the essential nature of the Services is that of providing a security service at the Premises to reduce the risk of loss, damage or injury;
3.4.3 – The Premises must at all times operate within the Maximum Capacity
3.4.4 – That should the Maximum Capacity be exceeded then the client’s process will be followed;
3.4.5 -That the Company is not responsible for assessing or advising on the Maximum Capacity;
3.4.6 – That is the incumbent upon Client or servants or agents of the Client at the Premises to inform the Company of any premises license or other conditions pertinent to the provision of the Services and that no liability will attach to the Company for failure to comply with any such premises license or other conditions.
3.4.7 – That whereas the Company may agree to undertake ancillary duties unrelated to security the Company does not hold itself out to be an expert or specialist in such fields
3.4.8 – That as a security contractor it is neither reasonable nor practical for the Company to be expected to have knowledge of the value of the Premises and/or of their contents and/or of any potential consequential losses which might arise from any loss or damage to the Client’s property
3.4.9 – That the Company is not an insurance company and that it is likely that the actual value of the Premises and/or of their contents and/or of any potential losses will be or is disproportionate to the amounts which the Company can reasonably charge the Client under a Contract
3.4.10 – That in the light of the foregoing it is fair and reasonable that the Company should seek to limit and restrict its liability to the Client as set out in Condition 8
3.5 – The Client authorizes the Company to take all necessary steps to enable the Company to provide the Services including without limitation the lawful arrest and removal of any person from the Premises.
3.6 – The Client authorizes the Company to sub-contract all or part of the Services at the Company’s sole discretion
3.7 – For the duration of the Contract, the Client undertakes that it will engage the Company on an exclusive basis in relation to the Services to be provided at the Premises
3.8 – The Client authorizes the emergency services to give instruction for the provision of Services on behalf of the Client, and agrees to pay any additional charges so incurred - THE PREMISES
4.1 – The Client hereby warrants:
4.1.1 – That the provision of the Services does not contravene any statutory or other regulation, order or bylaw, affecting the Premises or the business or businesses carried out at or from the Premises
4.1.2 – That it will advise the Company in writing of the Maximum Capacity in advance, or if that is not possible, provide the Maximum Capacity to the Door Supervisor/Steward prior to the Services being provided
4.1.3 – That it will ensure the Maximum Capacity of the Premises is not exceeded at any given time
4.1.4 – That it will ensure that the licensed operating hours are not exceeded at any time;
and
4.1.5 – That the Premises are safe for the Company to carry out the Services
4.2 – The Client hereby agrees and undertakes to liaise closely with the Company’s management over matters affecting the security of the Premises and to promptly inform the Company’s management of all materials changes affecting the security of the Premises and without prejudice to the generality of the foregoing to alert the Company’s management to the layout, use, security and detection systems, reporting procedures and the Client’s own security arrangements at the Premises
4.3 – The Client will at all times provide and maintain such facilities at the Premises as the Company may reasonably require to carry out the performance of the Services which facilities shall (without prejudice to the generality of this provision) include adequate heating, lighting, toilet facilities and the use of the telephone in connection with the provision of the Services
4.4 – The Client shall from time to time notify the Company of the existence and location of all materials at the Premises which are defined as hazardous by the Control of Substances Hazardous to Health Regulations 1994 or its successor for the time being and the Client shall ensure that those parts of the Premises which the Company’s employees may visit, in order to carry out the Services, will constitute a safe place of work. The Client shall indemnify the Company against all claims resulting from any failure by the Client to comply with the obligations set out in clauses 4.3 and 4.4
4.5 – The Client hereby agrees and undertakes to liaise closely with the Company’s management over matters affecting the Maximum Capacity of the Premises and without prejudice to the generality of the foregoing to alert the Company’s management to changes of Premises’ layout, use, fire safety systems and reporting procedures
4.6 – The Client will at all times provide the Company and/or the Door Supervisor/Steward providing the Services with all reasonable assistance to ensure that the Maximum Capacity is not exceeded
4.7 – The Client agrees that neither the Client, their servants or agents will instruct or otherwise require the Company or the Door Supervisor/Steward providing the Services to exceed the Maximum Capacity
4.8 – The Client shall when necessary notify the Company of any changes to the Maximum Capacity. The Client shall indemnify the Company against all claims resulting from any failure by the Client to comply with the obligations set out in clauses 4.5 to 4.7 - CHARGES
5.1 – Excluding Value Added Tax which will be charged in addition at the appropriate rate, the payment due by the Client for the Services under the Contract shall be in accordance with Schedule I
5.1.1 – Unless otherwise stated, any prices are exclusive of Value Added Tax (or any other tax or duty levied by any government or other authority) on the value of the Services supplied
5.2 – The sum payable in respect of any Services provided on Christmas Eve, Christmas Day, Boxing Day, New Year’s Eve and New Year’s Day shall be double the rates generally in force at the relevant time, unless otherwise agreed in writing
5.3 – If at any time during a Contract there is an increase in the direct labour cost to the Company in providing the Services resulting from an application of or variation in National Insurance contributions, National Living Wage, Pension Auto-enrolment, Apprentice Levy or other employment liabilities imposed on the Company by statute or other governmental regulation then the price may be increased pro rata to such increase with effect from the date 28 Days after the date on which notice of it is given to the Client by the Company
5.4 – Unless otherwise specified the Company shall be entitled to invoice the Client in arrears and payment shall be made in respect of the Services provided in each period in accordance with the Payment Terms (as defined in the Contract Details). Any dispute by the Client regarding an invoice must be made in writing to the company within such terms of payment as are agreed between the Client and the Company (the “Payment Terms”). Should no dispute be made within this timescale, all charges will stand
5.5 – Payment of all sums due under the contract shall be made by the Client to the Company at the Company’s place of business at “274 Saracen Street, Glasgow, G22 5LF“.
5.6 – The Client shall not be entitled to withhold payment of monies due under a Contract by reason of any claim, counter-claim or right of set off it may have or allege against the Company or otherwise.
5.7 – The Company shall be entitled to revise the prices payable under the Contract with effect from the date specified in relation to the Price Review overleaf (“the Review Date”). As soon as reasonably practicable prior to the Review Date the Company shall notify the Client of the revised charges that will apply with effect from the Review Date. - EFFECT OF DEFAULT BY THE CLIENT
6.1 – In the event that the Client fails to make payment for the Services in accordance with Condition 5, fails to pay any other debt due and payable to the Company or otherwise commits any breach of a Contract with the Company, then all sums outstanding in respect of Services shall become payable immediately and the Company may in its absolute discretion forthwith without notice and without prejudice to any other rights which it may have:
6.1.1 – Suspend all future provision of Services to the Client under the Contract in question or under any other contract and/or terminate a Contract or any other contract(s) without liability upon its part and/or
6.1.2 – Require payment of interest on all amounts due at 8% per annum from the date when payment of the Services in question became due until payment. In addition, the Client shall reimburse all reasonable costs incurred by the Company in obtaining payment from the Client of any amounts payable by the Client to the Company which are overdue.
6.2 – The Company shall have the same additional rights referred to in Condition 6.1 in the event that any distress or execution shall be levied upon any of the Client’s goods or if the Client offers to make any arrangement with his creditors or commits an act of bankruptcy or if any petition in bankruptcy be presented against the Client or if being a limited company any resolution or petition to wind up the Client (other than for the purpose of amalgamation or reconstruction without insolvency) shall be passed or presented or if bankruptcy proceedings shall be commenced in respect of the Client or if an Administration Order is made or an Administrative Receiver appointed or if a Receiver or Manager shall be appointed over the whole or any part of the Client’s business or if the Client seeks or secures a moratorium with some or all of its creditors or otherwise states or demonstrates an inability to pay its debt as they fall due and in such event all sums due in respect of the Services shall become payable immediately. - COMPANY’S EQUIPMENT
7.1 – All equipment supplied by the Company will remain the sole property of the Company.
7.2 – Upon termination of a contract for whatever reason the Company shall upon giving reasonable notice to the Client be permitted to remove all or any of its apparatus and equipment which may have been placed by it with the Client’s consent upon the Premises and the Client hereby grants permission to the Company to enter the Premises upon giving reasonable notice to carry out such removal.
7.3 – All equipment left by the Company on the Premises connected to the ongoing provision of Services will be the responsibility of the Client when no employees of the Company are present. The Client should ensure that adequate insurance is in place to cover these items. - LIABILITY AND INSURANCE
8.1 – Save as is expressly provided by Conditions 8.2.1 to 8.2.8, which are without prejudice to each other and Condition 8.7, the Company shall not be liable for any loss, damages, claims, liabilities, fees (including legal fees) or expenses (whether direct, indirect, consequential or otherwise and whether arising in tort delict, contract or otherwise) of any kind whatsoever suffered or incurred by the Client arising out of or in connection with the provision of the Services by the Company.
8.2 – The liability of the Company to the Client:
8.2.1 – For any loss or damage suffered by the Client in respect of any breach of a Contract shall be limited to £50,000 in respect of any one claim or series of claims arising out of the same event for which the Company is legally liable.
8.2.2 – For any loss or damage suffered by the Client in respect of any claim for wrongful arrest for which the Company is legally liable shall be limited to £5,000.
8.2.3 – In respect of any loss or damage suffered by the Client as a result of loss or damage to goods or property and death or personal injury to third parties for which the Company is legally liable shall be limited to £100,000 in respect of any claim or series of claims arising out of any one event.
8.2.4 – In respect of any loss or damage suffered by the Client as a result of death or personal injury to any third party not resulting from the negligence of the Company, or any officer, employee or sub-contractor of the Company, but for which the Company is legally liable shall be limited to £100,000 in respect of any claim or series of claims arising out of any one event.
8.2.5 – In respect of all or any losses whatsoever suffered by the Client by reason of any acts of fraud, embezzlement or dishonesty on the part of any officer or employee of the Company for which the Company is legally liable shall not exceed £5,000 in respect of any one incident or series of related incidents and shall not exceed £10,000 in respect of all or any incidents arising in any period of twelve consecutive months.
8.2.6 – In respect of the replacement of locks, keys and/or card-keys arising from the loss or temporary misplacement of keys of the Client while in the custody or control of the Company shall be limited to £200 in respect of each such incident.
8.2.7 – In respect of any claims not involving loss or damage to property for which the Company is legally liable shall be limited to £5,000 in respect of any claim or series of claims arising out of any one event.
8.2.8 – For any loss or damage suffered by the Client in respect of any advice, training, design, plan, formula or specification for which the Company is legally liable shall be limited to £200 in respect of any one claim or series of claims arising out of the same event.
8.3 – The Client agrees that the Company shall be entitled to treat the Client and its servants or agents as the sole beneficial owner of the Premises and all of the contents or things thereon whether buildings, moveable property, goods or chattels.
8.4 – Without prejudice to the generality of Condition 8.1, if any officer, employee or sub-contractor of the Company, acting upon the instruction of the Client or any of its officers, employees, agents or sub-contractors, shall take or omit to take any action which is outside the scope of the Services the Company shall have no liability to the Client for any loss, damage or injury it may incur or suffer as a result of such act or omission.
8.5 – Without prejudice to the generality of Condition 8.1, the Company shall not be liable for failure to provide the Services or to provide the Services promptly if such failure arises for any reason outside the reasonable control of the Company, including but not limited to acts of God, acts or regulations of any governmental or supranational authority, war, act of terrorism or national emergency, accident, fire, strikes, lockouts, industrial disputes or epidemics. However, such delay or failure to provide such Services shall not affect the obligations of the Client to pay for the Services already provided.
8.6 – The Client shall not make any claim against any of the Company’s officers or employees for a greater amount than it could claim from the Company in accordance with the provisions of a Contract.
8.7 – Save as expressly provided in these Conditions, all warranties and conditions relating to the performance of the Services by the Company (whether implied by statute or otherwise) are hereby excluded PROVIDED THAT nothing in these Conditions shall restrict or exclude any liability for death or personal injury caused by the negligence of the Company or affect the statutory rights of the Client if dealing as a consumer (as defined in Section 12 of the Unfair Contract Terms Act 1977 or any replacement or variation of such statutory definition).
8.8 – Without prejudice to the generality of Condition 8.1, the Client shall not be entitled to terminate a Contract and the Company shall not be liable to the Client for any losses, damages claims, liabilities, fees or expenses incurred or suffered by the Client or its officers, agents and employees in the event that the Company is unable to provide the Services in full or in part, as a result of:
(a) staff shortages (due to illness or otherwise);
(b) failure by any individual, employed or appointed by the Company to attend the Premises in order to provide the Services;
(c) failure to agree and comply with a Maximum Capacity; or
(d) failure to attend the Premises at or within any times agreed PROVIDED THAT: the Company shall, when it is notified of or becomes aware of any such staff shortage or that any individual has failed to attend any Premises in order to provide the Services at or within any times agreed, use all reasonable endeavors to find alternative personnel to provide such Services.
8.9 – In the event of staff previously employed by the Client or previously supplied to the Client having their employment transferred to the Company under the Transfer of Undertakings (Protection of Employment) Regulations 2006 (TUPE), the Client agrees to indemnify the Company for all liabilities, losses, damages, claims, costs, fees (including legal fees) and expenses of whatever kind suffered or incurred by the Company relating to any such staff for a period of twenty four months from the date of transfer of employment. - SOLICITATION
In the event that during the term of this Contract and for a period of twelve months after termination of this Contract the Client or any person associated with the Client enters into a contract of/for service with:
(a) any person who was engaged at the Premises in the provision of the Services (a “Person”);
(b) any other employee of the Company (an “Employee”); or
(c) any other person, firm or company (a “Contractor”) for the provision by the Contractor of services equivalent to the Services where the Contractor employs in connection with the provision of such services any Person or Employee; The Company shall have the right to charge and the Client will be liable to pay to the Company a fee equal to 20% of the gross annual salary of the Person or Employee as at the date he/she ceased to work for the Company. For the purposes of calculating the annual salary of the Person or Employee the average weekly gross earnings of such Person or Employee (taking the average weekly gross earnings for the final 12-week of their employments/engagement with the Company) shall be multiplied by 52. - INDEMNITY
10.1 – The Client agrees to indemnify the Company for all losses, damages, claims, liabilities, costs, fees (including legal fees) and expenses of whatever kind suffered or incurred by the Company including, without prejudice to the generality of the foregoing, any losses relating to redundancy, notice pay, pay in lieu of notice, damages for wrongful dismissal, compensation for unfair dismissal incurred by the Company arising out of or in connection with any alterations or modifications to the Services requested by the Client, inclusive of any alterations or modifications requested by the Client in relation to the personnel providing the Services and;
10.1.1 – as a result of breach by the Client of any warranties contained in these Conditions;
10.1.2 – as a result of a third party asserting any proprietary or possessory rights or interest in the Premises and any of the contents or things thereon whether buildings, moveable property, good or chattels or in any other way arising out of the Company’s performance or purported or actual failure to perform the Services which exceeds the limit of any liability of the Company to the Client as specified in Condition 8;
10.1.3 – as a result of any employee or subcontractor of the Company, acting upon the instructions of the Client, taking any actions outside the scope of the Services or omitting to take any action within the scope of the Services’.
10.1.4 – as a result of any deviation by the management of the Premises or any employee of the Client from the Maximum Capacity of the Premises, either by authorizing an employee of the Client or the Company to allow entry into the Premises beyond the Maximum Capacity or demanding that an employee of the Client or the Company allows entry beyond the Maximum Capacity of the Premises.
10.1.5 – as a result of any deviation by the general manager of the Premises or any employee of the Client from the licensed operating hours of the Premises, either by authorizing an employee of the Client or the Company to allow entry outside the licensed operating hours or demanding that an employee of the Client or the Company allows entry outside the licensed operating hours of the Premises.
10.1.6 – as a result of any test purchase failure;
10.1.7 – as a result of any injury to a customer caused outside the Company’s control; or
10.1.8 – as a result of any negligent or willful act or omission by the Client, its officers, agents or employees.
10.2 – Without prejudice to Condition 10.1 the Client undertakes to maintain at its own cost a policy or policies of insurance to cover its liability to the Company under the Contract. - NOTICE
Any notice required to be given by one party to the other shall be in writing and shall be served either by delivering it by hand, by sending it by first-class recorded delivery post or by sending it by facsimile to such address or facsimile number as either party shall have notified in writing to the other or, in the event that no address or facsimile number shall have been so notified, to the registered office of the party in the case of a company, to the last known address in the case of any other party, or to the facsimile number noted in the Contract. Any notice shall be deemed to have been duly served, if delivered by hand, at the time of delivery; if sent by first-class recorded delivery post, on the second day (excluding Saturdays, Sundays and bank, public or statutory holidays) after posting; and, if sent by facsimile, on the date of transmission. In proving service, it shall be sufficient to prove that the envelope containing the notice was duly addressed to the other party in accordance with this Condition and that said envelope was duly posted to the place to which it was addressed, or that the facsimile was duly sent to the other party in accordance with this Condition. - CONFIDENTIALITY
12.1 – Each party shall take all reasonable precautions not to disclose to any third party any confidential information concerning the parties’ security arrangements or the business of the other party including without limitation any assignment instructions and the contents of this agreement.
12.2 – This obligation shall not apply to information that is or becomes public knowledge through no fault of the parties or which the receiving party can prove was lawfully in its possession before the date of disclosure; or is received from any third party having the right to disclose such information; or the disclosing party has by written approval agreed may be disclosed to third parties.
12.3 – Under the General Data Protection Regulation (“GDPR”) the Company is an appointed data controller. The Company undertakes to comply with its obligations under GDPR and will take no responsibility for any loss suffered by the Client as a result of the Client’s failure to comply with its obligations. Any personal data received by the Company will only be used to provide the Client with the services agreed under the Contract. The Company will not disclose any information provided by the Client to the Company, which is not in the public domain, except as required by law or with the Client’s authority. All personal data collected and held by the Company during the course of its business relationship with the Client will be retained for no longer than is necessary to fulfil the terms of the Contract. Under GDPR the Client is entitled to request a copy of the information the Company holds in relation to the Client and has the right to request that any such data is deleted or removed. The Company will notify the Client of any breach of GDPR and will respond to any complaint made by the Client in relation to its handling of the Client’s data promptly. - INTELLECTUAL PROPERTY
Nothing in this Contract shall operate to transfer right in, or title of ownership to, either Party’s intellectual property. - LAW AND JURISDICTION
These Conditions and any Contract to which they apply shall be governed in all respects by Scottish Law and the parties hereto submit to the exclusive jurisdiction of the courts of Scotland - HEADINGS
The headings in the Conditions are for convenience only and shall not affect the construction thereof. - ASSIGNMENT
The Client shall not be entitled to assign, sub-contract or otherwise dispose of its rights and obligations under the Contract without the prior written consent of the Company. - SEVERANCE
If any Condition (or any part of any Condition) is held by any court or competent authority to be void or unenforceable in whole or in any part these Conditions will continue to be valid as to all other provisions and the remainder of the affected provision. - TERMINATION
18.1 – Unless otherwise expressly agreed between the parties in writing the Company shall have the right to terminate a Contract upon giving thirty days’ notice in writing to the Client and without any liability to the Client.
18.2 – Unless otherwise agreed in writing the Contract shall subsist for a period of twelve months from the start date (the “Initial Period”) and shall continue thereafter unless or until terminated by the Client giving no less than thirty days’ notice to expire not earlier than the end of the Initial Period.
