Terms and Conditions
THIS AGREEMENT IS MADE AS OF THE DATE INDICATED ON THIS INVOICE OR QUOTATION
BETWEEN: THE CLIENT INDICATED ON THIS INVOICE OR QUOTATION WHOSE ADDRESS IS SHOWN OVERLEAF
AND GuardSecure LTD, WHO’S ADDRESS FOR SERVICES IS AT 1 Cold Harbour London Road, DA3 0JN, United Kingdom.
- The Provider is in the business of providing security services within the Leisure Industry and other areas
- The Client wishes to appoint the Provider to provide services to the Client and the Provider is willing to provide the same and to accept such appointment upon the terms and conditions of the Agreement.
1.1.1 In this Agreement unless the context otherwise requires:
“Commencement Date” means the time and date of the agreement start. “Confidential Information” means secret or confidential commercial financial marketing technical or other information whether disclosed orally or in writing. “Good Industry Practise” means the exercise of the skill care diligence prudence foresight and judgement, which would be expected, from a properly qualified reasonably skilled and experienced person engaged in the security and the terms and conditions of the Security Industry Authority. “Personnel” means the employees and Partners of the Provider and any agents or sub-contractors of the Provider and their respective employees and agents who are engaged in the provision of services. “Premises” means the site known as that indicated overleaf. Or such venue or site to which the Client requires the Provider to attend.
This Agreement shall be deemed to come into force on the Commencement Date and shall continue in force for a period of twelve months or as specified overleaf.
After twelve months in which GuardSecure Ltd has provided continues service to your company, if no communication is made, then GuardSecure Ltd will deem that your company wishes to enter into another contract for a minimum period of six months. In so doing, this contract will then be reinforced and your company will, on completion of such changes be notified of any changes to the contract in writing no later than seven days prior to the end of the current contact, that date being 12(twelve) months from the date shown overleaf.
2.1.1 PROVISION OF SERVICES
3.1) With effect from the Commencement Date of that indicated overleaf, the client engages the Provider and the Provider hereby agrees to provide services to the Client for the term of this Agreement
In accordance with and subject to the terms and conditions of this Agreement.
The Provider shall provide the services to the Client in accordance with the Client’s Order as indicated overleaf.
3.2) In performing the services the Provider shall operate as and have the status of an individual provider and shall not operate or have the status of agent employee or
Representative of the Client
3.3) The Provider undertakes throughout the Agreement;
- A) To provide the services in accordance with Good Industry Practise and in a good and workmanlike manner
- B) That it and the Personnel will commit no act or omission on site at any of the Premises to which the client requires the Provider to attend which will render the Client liable as occupier or main contractor to any person either at common law Or by virtue of any status in respect of any injury loss or damage that that Person may sustain.
- C) To comply with and to use all reasonable endeavours to ensure that Personnel; Comply with all relevant legislation (including the Factories act 1961, The Office Shop and Railway Premises Act 1963, Data Protection Act 1998, Health & Safety at Work Act 1974, Environment Protection Act 1990, all British Standards, local authority requirements, by-laws, utility company requirements, guidance notes and other requirements of any relevant government or agency.
- D) To ensure that all of the Personnel will be appropriately qualified and experienced to undertake their tasks and shall at all times be dressed appropriately in view of their job category.
- E) To use its best endeavours to ensure that the services are performed without disruption or interruption to the business of the Client or the persons to whom the Client has contracted at any of the Premises to which the Client requires the Provider to attend or of customers of those Premises or other visitors to the Premises.
3.4) If the Provider substantially fails to perform the services or adhere to the other obligations in accordance with this Agreement, then the Client shall give the Provider notice of such failure and the Provider shall be given the opportunity of rectifying the failure forthwith to the reasonable satisfaction of the Client and if the Provider fails to rectify the failure on two separate occasions the Client shall be entitled (without prejudice to any other rights or remedies as it may have) to suspend payment of charges until such time as the relevant part of those services to the Client have been resolved.
3.5) The Provider will use its own initiative and skills in how to provide the services required and will not be obliged to seek permission from the Client for the purpose of vacating at any time such premises where the Client has required the Provider to work providing that the Provider has made arrangements for alternative cover to be put in place for the continuance of the services. The Provider may at its own absolute discretion send a substitute or delegate to perform the services and duties provided and this right to substitute is unfixed and unlimited providing it is in accordance with Security Industry Authority licensing regulations and the minimum requirements of the British Standards Industries recommendations and where the Provider sends a delegate or substitute then the Client shall have no financial or legal relationship with the substitute or delegate and the substitute or delegate is answerable only to the Provider.
3.6) Nothing herein however shall enable the Provider to assign whether by way of a premium payment or otherwise all or any of its rights and responsibilities under this Agreement to any third party.
3.7) The Contract price for the services to be undertaken by the Provider for the Client will be negotiated and agreed in writing between the Client and the Provider as detailed below.
3.8) The Client cannot require the Provider to undertake a Contract at any Premises other than that, which has been agreed at the commencement of this contract for services. The Provider may however at its own absolute discretion either verbally or in writing agree to undertake the provision of services at a different venue or location from that originally agreed but reserve the right to renegotiate the contract price for those services.
3.9) The Provider will also obtain Public Liability Indemnity Insurance in such as the Client may from time to time reasonably require and will keep such Public Liability Indemnity Insurance in full forces at all times. The Provider will not enter upon any Premises requested by the Client without the existence of such Policy Liability Indemnity Insurance cover and will at all times make available for the inspection of the Client or otherwise as directed evidence of the continuing existence of such Public Liability Policy and further will provide to the Client details of the Insurance Company and Insurance Broker to have access to that Insurance Company and / or Insurance Broker for the purpose of ensuring that such insurance is valid and in force. The cost of the provision of such Public Liability Insurance will be the sole responsibility of the Provider.
3.10) The Provider will also maintain accurate complete and up to date books, reports, records and account concerning the performance of the services for the Client and for the provisions of records for the Inland Revenue and HM Customs & Excise.
3.11) The Provider will at all times represent itself as an independent sub-contactor and at no time in any circumstances will seek to represent itself as a servant or employee of the Client. The Provider acknowledges that it is in business on its own account and not part of the Client Company and that any member of he provider business will not be entitled to any payment from the Client whether by way of holiday pay, special absence, sick pay or otherwise and the only payment to follow from the Client to the Provider will be under terms of this Agreement.
4.1) The Client and the Provider shall agree to keep and ensure be kept secret and confidential information belonging to the other party disclosed or obtained as a result of relationship of the parties. Under this Agreement The Client and the Provider shall not use nor disclose the same of any purpose other than for the proper performance of this Agreement or with the prior consent of the other party. In particular the Provider will not disclose to any third parties details of the terms of the payment under this Agreement or details of such payment as the Client may receive from the third parties who from time to time may own control manage or otherwise the venues or premises to which the Provider from time to time be required to attend.
4.2) The obligations of confidentiality under this Clause shall not extend any matter, which either party can show.
- A) Is in or has become part of the public domain
- B) Was independently disclosed to it by a third party entitled to disclose the same
- C) Is required to be disclosed under any applicable law or by order of Court or government body or authority of competent jurisdiction.
5.1) Either party may immediately terminate this Agreement without payment of compensation or other damages caused to the other party solely by such termination by giving notice in writing in the event of the following events happening
- A) The other party fails to remedy or persists in any breach of any of its obligations under the Agreement after having been required in writing to remedy or desist from such breach within a period of twenty eight days.
- B) The other party propose a voluntary arrangement or an interim order is made or any steps are taken or Negotiations commenced by the other party with its creditors with a view to proposing any kind of composition, compromise or arrangement.
- C) The other party is deemed to be unable to pay within the meaning of Section 123 of the Insolvency Act 1986 or calls a meeting for the purpose of passing a resolution to wind it up or such resolution is passed or a resolution is passed by the Directors of the other party to seek a winding up or administration order or the other party presents or has presented a petition for a winding up or presents or has presented a petition to appoint an administrative receiver appointed over all or suspend or cease to carry on its business.
5.2) In the event of the Agreement being terminated for whatsoever reason the Provider shall within one month of the expiry of termination of this Agreement submit its final invoice to the Client setting out total amounts due to the Provider pursuant to the Agreement and further the Provider shall indemnify if the Client and keep the Client indemnified against any claims demands actions proceedings damage losses cost and expenses which may have been brought against or incurred by the Client arising after the commencement date arising from the activities of the Provider or its agents or sub-contractors.
6.1) For the avoidance of doubt nothing in this Agreement shall create or be deemed to create a partnership joint venture or relationship of the employer and employee or principle and agent between the parties.
6.2) This Agreement contains the entire Agreement between the parties in relation to the subject matter.
6.3) In the event of any dispute arising from the terms of this Agreement then the nominated Arbitrator shall be appointed by the President for the time being of the Law Society.
7) PAYMENT TERMS
Payment terms for the Security Guards will be charged at rates per hour plus VAT as indicated overleaf. All rates will be subject to increase for Bank Holidays at time plus one half except for Christmas and New Year holiday periods which shall be at double time, or by negotiation between both parties. All rates of pay will be subject to 2.75% every 12 month period.. Invoices will be submitted on the basis indicated overleaf on the basis on strict terms as indicated overleaf. Payment should be paid by cheque made payable to GuardSecure LTD or by BACS via details supplied on invoice.
8) GOVERNING LAW & JURISDICTION
The Agreement should be governed by and constructed in accordance with the laws of England. All disputes arising out of this Agreement shall be subject to the non-exclusive jurisdiction of the English Courts to which the parties irrevocably submit.