(a) ‘The Company’ Clear Sound Alarms Ltd (T/A Clear Sound Security),Registered office, Edward House, Grange Business Park, Whetstone, Leicester, LE8 6EP, Company registration No 4127369
(b) ‘Communications Link’ Any telecommunications network, systems, line, link or Internet protocol connecting the System to the Monitoring centre, and/or the Customer.
(c) ‘Customer’ The person or organisation identified in the Order as purchasing any or all of The Company’s Services.
(d) ‘Agreement’ The Order and the various terms and conditions set out in this document and its attachments.
(e) ‘Installation’ The process of fitting a System to the Customer’s premises.
(f) ‘Installed’ Fitted to a new or existing System.
(g) ‘Installation Date’ The date when the Installation of the System has been completed by The Company.
(h) ‘Premises’ The premises at which the System is installed.
(i) ‘System’ The goods and services provided by The Company to the Customer which together form a security System, or any other type of System described which may comprise of detection and signalling devices, CCTV, Fire, Communication and Access Control equipment.
(j) ‘Service(s)’ Installation, Monitoring, Maintenance, Reset and any other service as provided for in the Agreement.
(k) ‘Maintenance’ Work, including remote maintenance, carried out on a System previously installed by The Company or a third party.
(l) ‘Monitoring’ Location remote from the supervised Premises, in which the information concerned with the state of one or more Systems is collected either for reporting or for onward transmission.
(m) ‘Order’ The order for the provision of the Services as set out in the order form and in accordance with these terms and conditions.
(n) ‘Reset’ The resetting or administration of a System by manual or electronic means, with or without the assistance of the Customer.
(o) ‘Risk Assessment’ An assessment of the potential risks, to aid the selection of the most appropriate System to install.
(p) ‘Specification’ The detailed description of the System and/or Services provided by The Company.
(q) ‘SLA’ Service Level Agreement, a level of service provided by The Company to the Customer.
(a) The Agreement will include all terms and conditions set out in this document and such documents as are attached to it.
(b) The Company shall provide the Services(s) described in its Specification but may make reasonable variations thereto without liability for deviation there from. The Services(s) will be provided in accordance with the recommendations contained in the appropriate British Standard Institute’s Specification current from time to time.
(c) The Company shall inspect and test the System in accordance with the relevant British Standard Institute’s recommendations (where appropriate) and shall issue a maintenance report to the Customer detailing the state of the System.
(d) The Company may sub-contract all, or any, of the work related to the Agreement without obtaining the consent or giving notice to the Customer. Where the Company sub-contracts the Monitoring Services, the Customer shall comply with the terms and conditions of such third party Monitoring Services as set out on the Company’s website at www.clearsoundsecurity.co.uk (the “Monitoring Terms”).
(e) It is specifically accepted that time is not of the essence in the provision of the Services by the Company. Any time or other indulgence granted by The Company to the Customer shall not prejudice the enforcement by The Company of its remedies hereunder. Any variation hereof shall be in writing and signed by a duly authorised representative of The Company.
(f) The Agreement will not be affected by or include terms in any documents prepared by the Customer or its agents unless they are signed by a duly authorised representative of The Company.
(g) This Agreement constitutes the entire Agreement between The Company and the Customer with respect to the subject matter of this Agreement and supersedes all communications, negotiations and agreements (whether written or oral) of the parties with respect thereto made prior to the date of this Agreement.
(h) In the event of two or more persons constituting the Customer the obligations of such persons shall be joint and several.
(i) If The Company uses a scanned document in place of the original, the Customer agrees that the scanned document shall be treated as if it was the original.
3. Company Obligations
(a) The Customer shall pay the charge(s) shown in the Order and in consideration thereof The Company shall provide the Service(s)
(b) Unless set out otherwise in the Order, during the first twelve months from the Installation Date, Maintenance, Monitoring, or date of commencement other Service(s), whichever shall be the earliest (“Initial Service Period”), the Services shall include:
i) routine inspection and Maintenance of the System at the intervals advised in the recommendations of the British Standards Institute’s specifications current from time to time; and
ii) Monitoring in accordance with the British Standards Institute’s Specifications current from time to time and the Monitoring Terms.
(c) For Customers who have purchased Maintenance in the Order, unless agreed otherwise, the following shall apply:
i) Where the Order indicates that the Customer has purchased ‘Comprehensive Maintenance’, ; for a maximum period of ten (10) years from the Installation Date’, or until any manufacturer no longer supports a system component, whichever occurs first, the Services shall include the cost of renewed or replacement parts and normal hours labour costs incurred by The Company, unless such replacement parts or labour is necessitated by the act, default or non-performance by the Customer, or its agents, of their obligations in section 5 below.
ii) Where the Order indicates that the Customer has purchased ‘Standard Maintenance’, the Customer will be charged in accordance with Clause 8 (Additional Charges) for any additional work identified during an inspection.
(d) SLA. The Company shall respond to any requests from the Customer in respect of a fault to the System using all reasonable efforts to identify and rectify the fault in question. In the case of Intruder Alarm Systems The Company shall respond within 4 hours of receipt of request from the Customer or at another time agreed with the Customer. In the case of Closed Circuit Television, Access Control, Fire, or any other System, The Company undertakes to use all reasonable endeavours to respond to any such request on the same working day, or between 9am and 6pm on the next working day if such request is received after 10am. 24 Hour telephone support will be available for Customers with a valid Service agreement.
(e) For each subsequent twelve month period after the expiry of the Initial Service Period the Customer shall pay the annual Service and Maintenance charge and in consideration thereof The Company shall provide Service and Maintenance as stipulated below:
i) Routine inspection and Maintenance as specified in 3(c) above.
ii) Response to requests of The Customer for Service as specified in 3(d) above.
(f) The Company may give to the Customer not less than five weeks notice to any increase to the annual Service and Maintenance charge, such increase to take effect on any anniversary of this Agreement whilst it remains in force and to remain firm thereafter for the succeeding twelve month period.
(g) The Company reserves the right during the first twelve months to charge the Customer for parts and labour associated with rectification of defective equipment where the manufacturer offers to The Company a guarantee period shorter than 12 months.
(h) The Company is not responsible for the inspection or Maintenance of any equipment not comprised in the System.
(i) The Company’s guarantee and Maintenance specifically excludes ALL types of lamps, batteries, storage media, and any other general consumable items.
4. Communications Link
(a) The Customer agrees, where applicable, to apply forthwith to the appropriate provider for and to permit the immediate provision and fitting of equipment required for, the connection of the System to the Communications Link. The Customer shall enter into and observe such agreement (if any) as such provider may require. The Company shall not be liable for any costs of, delay, damage or failure caused or attributable to such provider in the installation, adaptation, modification, connection or alteration of the said equipment.
(b) The Company agrees to advise the Customer of any need that may arise to install any Communications Link where such need becomes known to The Company.
(c) THE COMPANY DOES NOT WARRANT THE HARDWARE OR SOFTWARE OF ANY THIRD PARTY MANUFACTURER OR LICENSOR WHICH MAY BE USED OR INSTALLED ON ANY CLOUD BASED COMMUNICATION LINK, AND THE CUSTOMER AGREES TO LOOK ONLY TO SUCH THIRD PARTIES FOR ANY WARRANTY OR CLAIM RELATING THERETO.
5. Customer Obligations
The Customer shall throughout the term of this Agreement:
(a) When requisite at the Customer’s own expense provide a suitable supply of electricity for the System(s).
(b) Afford to The Company, its servants and agents, reasonable access to, and assistance at, the Premises to enable The Company to perform its responsibilities hereunder. Including, without cost to The Company, the removal and replacement of any stock or obstructions, proper welfare facilities (specifically access to a toilet, means of handwashing with warm or hot water, a supply of fresh water to enable preparation of drinks, and a place to eat food), and any PPE equipment that may be required for access to the premises.
(c) Obtain and pay for all necessary licences, consents and permissions for the Installation and operation of the System.
(d) Not adjust, alter or interfere in any way whatsoever with the System or any part thereof nor allow or permit any third party to have access thereto for any such purposes or otherwise. The Customer consents to The Company restricting Customer access to the System(s) as is reasonably required by The Company for this purpose.
(e) From the date and time of Installation of the System(s) or of Maintenance, ensure that the goods supplied and fitted are kept free from any damage and ensure that they are operated in accordance with such handbooks and instruction guides as are given.
(f) Promptly notify The Company by telephone (confirming forthwith such notification in writing) of any defect appearing in the System or of any Maintenance that appears to be necessary and permit and assist The Company at its option to take such reasonable steps as The Company thinks necessary to remedy any such defect or make any such Maintenance.
(g) Promptly notify The Company by telephone (confirming forthwith such notification in writing) of any structural alteration to the Premises, or of any alteration to the layout of the Premises, or of major movement of contents including stock on the Premises affecting the proper operation of the System.
(h) Pay for the cost of any work required to be carried out to the System due to damage by fire, storm, mains power failure or voltage fluctuation, tempest, break-in, attempted break-in, accident, misuse, mistreatment or neglect of the System
(i) Promptly notify The Company by telephone (confirming forthwith such notification in writing) if the System requires resetting
(j) Where movement detectors are installed in a System the Customer shall periodically carry out a check or ‘walk test’ of the area protected by such devices to ensure that any alterations to the layout, or fittings of the Premises, or of major movements of contents do not impair operation of the System.
(k) Pay any charges or costs of modification arising from time to time as a result of the requirements of the Emergency Services, Local Authority, Communications link provider, or other third parties.
(l) Pay any future costs for accessing the full functionality of the System(s) once this Agreement has ended, or is transferred to another provider.
(m) Notify The Company, Police, Fire or other authority forthwith upon agreeing to dispose of the Premises or any part thereof and at the same time inform The Company, Police, Fire or other authority of the name and address of the person, or organisation to whom such disposal is to be made.
(n) Notify The Company forthwith of the receipt of any communication from Police, Fire or other authority giving a warning that Police, Fire or other authority response is to be modified or withdrawn.
(o) Furnish The Company, Police, Fire or other authority with full details of Keyholders and any subsequent changes to Keyholder details, within 5 days of such change. NOTE: Customer information may be held on Police, Fire or other authorities computer files.
(p) Comply with the requirements of Police, Fire or other authority policy in force from time to time.
(q) Notify The Company, in writing, of the location of any asbestos or asbestos type material that can be found on the Premises. If the asbestos or a material suspected of being asbestos is found in areas other than where previously documented, The Company will have the right to request that samples of the material are tested in accordance with the Control of Asbestos at Work Regulations (as currently in force) at no cost to The Company.
(r) Notify The Company, in writing, of the location on the Premises of any concealed water, gas, electrical, telephone or other services prior to the commencement of the Installation work. In the absence of such written advice, The Company cannot accept any liability for damage to these services or consequential loss due to the aforementioned services being damaged.
(s) Notify The Company, in writing, of any Hazardous Substance being used or stored on the Premises where there is a reasonable risk of The Company’s employees coming into contact with or being affected by such a substance. The Company must also be advised in writing of any precautionary measures they are required to take where such a substance will be encountered whilst carrying out the initial installation, or any work thereafter. If specialist Personal Protective Equipment is required for protection against the Hazardous Substances, this must be provided by the Customer at no cost to The Company.
(t) The Customer may not assign, in whole or in part, any of the rights or obligations arising under the Agreement without the written consent of The Company.
(a) The Price of the Service(s) are in pounds sterling and are set out in the Order attached to the Agreement, or in the absence of a verbal agreement or quotations, then such reasonable amount that is charged within The Company’s industry.
(b) All Prices and charges will be net of VAT, and the Customer will be liable for VAT at the prevailing rate on all Prices.
(c) Where The Company has agreed with the Customer to carry out the Installation of a System, the Customer shall pay The Company the Price of Installation, less any deposit paid (where such deposit is requested by the Company), upon satisfactory completion of the Installation in accordance with the payment terms set out in the Order.
(d) For the purposes of payment the Installation will be deemed complete once the Company issues a Handover Certificate to the Customer in respect of such Installation notwithstanding any work remaining to be carried out by the Customer and/or the Customer’s sub-contractors. The passing of the Handover Certificate shall be conclusive evidence of the Installation Date.
(e) Where The Company has agreed with the Customer to carry out Maintenance, Monitoring, Reset, or any other specified Service(s), including any Additional Works under clause 7, that is not an Installation under clause 6(c), or where any Additional Charges under Clause 8 are incurred, the Customer shall pay the Price for this/these Service(s) to The Company by the due date for payment shown on the invoice, or within 28 days of receiving The Company’s invoice, , whichever shall be the earliest.
(f) In the event of payment (or part thereof) being outstanding after the due date for payment, or where genuine doubts arise as to the Customers financial position, The Company shall not, whilst such payment (or any part thereof) remains outstanding, be obliged to carry out any of its responsibilities hereunder.
(g) In the event that the Customer does not make the payment(s) due in accordance with this clause 6 The Company at its absolute discretion may charge the Customer interest on all outstanding sums on a daily basis at a rate of 3% per annum above the published Bank of England base rate.
(h) All payments will be made without deduction or set off.
7. Additional Works
(a) The Price is based upon The Company being able to carry out work on and at agreed dates and times. In the event that The Company is unable to complete work on any agreed date or time as a result of an inability to gain access to the Premises, or due to restrictions being placed on The Company’s activities by the Customer or their agents (including other building trades) The Company will invoice the Customer for lost time at a reasonable daily rate for each employee or agent of The Company who was unable to work as anticipated.
(b) The Price is based upon an assessment carried out with due care and skill of the required work by The Company at the outset. In the event that in the course of providing the Service(s) referred to in clause 3 The Company discovers a requirement for additional work that was not identified despite the due care and skill in the original assessment The Company will identify such work to the Customer in writing. The Customer will complete such work within 14 days of being informed in writing or will instruct The Company to complete such work at extra cost. In the event that the Customer does not complete such additional work The Company will be permitted to invoice the Customer for the full contract price with immediate effect and will only complete the Service(s) referred to in clause 3 so far as is practicable.
(c) Any other unrelated work which is requested to be done by the Customer and which is undertaken by The Company, including without limitation any alterations or extensions to the System(s), shall be outside the scope of this Agreement, and will be provided by The Company on and subject to separate terms to be agreed between The Company and the Customer.
8. Additional Charges
The Company shall charge for the costs of all renewed or replacement parts, wires, batteries and other materials and all labour costs at prices determined in accordance with The Company’s schedule of rates from time to time in force, save to the extent that any such costs are included in the Services pursuant to Clause 3 above. Payment of any such additional charges shall be made in accordance with Clause 6 above.
This Agreement shall take effect upon the date the Order is signed by both parties and shall (subject to termination as provided hereunder) be for an initial term of one year, thereafter to continue automatically from year to year unless at least 1 month’s notice of termination is given by either party to the other, prior to the expiry of the then yearly period in force.
10. Risks and Liability
(a) The System shall be at risk of the Customer when it is brought on to the Premises
(b) In the event that payment has not been made in accordance with clause 6 and provided 28 days have elapsed since the date for payment, or at the termination of any rental agreement, The Company may request and the Customer will deliver to The Company any goods that were installed. Upon delivery of those goods The Company will be entitled to inspect the goods and will be entitled to charge the Customer a reasonable amount for any deterioration in the condition of the goods as compared to an equivalent new item, but taking account of fair wear and tear and having regard to the length of Installation.
(c) The Company will not be responsible for any losses resulting from any failure of the security System to operate, unless the Customer can show that the System was not rendered ineffective by the Customer or any other unauthorised person, and was tested in accordance with the recommended testing procedures, including frequency and any remote monitoring that is operated in conjunction with the System.
(d) The Company will carry out a Risk Assessment prior to the carrying out of any of the Service(s) referred to in clause 3. To aid The Company with the Risk Assessment, the Customer shall provide The Company with full and accurate disclosure of any relevant information.
(e) The Customer agrees that The Company is not an insurance company and that The Company is not supplying any of the Service(s) referred to in clause 3 based upon full and specific knowledge of the contents of the Customer’s premises, including but not limited to, the value of the contents.
(f) The Customer will be responsible for fully insuring the contents of the Premises to which the System is fitted. It is a condition of the Agreement that the Customer has and maintains at all times an adequate insurance policy covering theft or destruction of the contents of the Premises.
(g) The Customer agrees, upon demand, to indemnify The Company against all losses, damages, injury, costs and expenses of whatever nature suffered by The Company to the extent that they are caused by;
i) Designs, drawings or specifications provided by the Customer to The Company in respect of the Installation.
ii) Modifications made to the System or damage to the System by a Customer or a third party.
iii) Any failure of the Customer to have any or any adequate insurance policy covering items within the premises to which the System is fitted.
iv) The Company’s exercise of the option to seek recovery of goods in accordance with clause 12.
v) Any failure of the customer to complete any additional work identified in accordance with clause 7.
(h) The Company shall not under any circumstances whatsoever (whether for negligence, breach of contract, misrepresentation or otherwise) be liable for any indirect or consequential damage or loss, or loss of profit or damage or injury caused by the Services or System.
(i) Notwithstanding any of the foregoing provisions The Company accepts liability for personal injury and/or death due to the negligence of The Company its servants or agents.
(j) The Customer undertakes:
i) To give written notice to The Company within a reasonable time and in any event within 14 days of any occurrence which might give rise to a claim by the Customer against The Company hereunder.
ii) To give to The Company in writing full details of such occurrence as soon as the same can reasonably be ascertained.
iii) To allow The Company and The Company’s insurers every facility to investigate such occurrence.
iv) To submit any claim against The Company arising out of or in connection with such occurrence in writing within 30 days thereof.
Failure of the Customer to comply with these undertakings shall absolve The Company from any liability so far as the law allows in connection with such occurrence but is without prejudice to any right of The Company in relation to any breach by the Customer of any such undertakings.
(k) The Company shall not under any circumstances whatsoever accept any liability resulting from:
i) The Customer resetting the System without the prior knowledge and authority of The Company
ii) Withdrawal or modification of Police, Fire or other authority response howsoever caused;
iii) Failure to receive or act upon a signal transmitted to The Company’s Monitoring centre from a System other than an Intruder Alarm System or Personal Attack Device. In this case The Company’s sole responsibility is to notify the Keyholder.
(l) The Customer agrees that The Company’s liability in respect of any claim under or in connection with this Agreement, including related to the operation or efficacy of the System, except for personal injury or death, shall be limited to £100,000. The parties agree that this limit is at a level that is customary within The Company’s industry
11. Statutory Rights
None of the provisions herein contained shall affect any overriding statutory rights which a person dealing as a consumer (as defined in the relevant legislation) may have.
12. Ownership of Goods
(a) Any goods supplied by the Company that are Installed and which form part of a System (whether fixed to any premises or not) and any other goods supplied by The Company in relation to the Service(s) referred to in clause 3, shall remain the property of The Company until full payment has been received by The Company:
i) for the System, and/or
ii) for any other monies due from the Customer to The Company on any account whether in respect of Monitoring, Maintenance, remote Reset, engineer Reset, or otherwise as the case may be.
(b) If the System, or any part of the System, is rented it shall at all times remain the property of The Company.
(c) At any time before title to the System and/or any goods referred to in clause 12(a) passes to the Customer (whether or not payment to The Company is then overdue or the Customer is otherwise in breach of any obligation to The Company), The Company may (without prejudice to any other of its rights):
i) retake possession of all or any part of the System and/or any goods referred to in clause 12(a) and enter any premises for that purpose (or authorise others to do so) which the Customer hereby authorises;
ii) require delivery up to it of all or any part of the System and/or goods referred to in clause 12(a)
(d) Until full payment of the System and/or the goods referred to in clause 12(a), have been given to The Company, the Customer holds the System and the goods referred to in clause 12(a) as bailee of The Company and owes to The Company the normal fiduciary obligations of a bailee by way of custody of the System and the goods referred to in clause 12(a).
(a) Upon the occurrence of any of the following events this Agreement shall automatically and without notice terminate:
i) If any process of execution distress or seizure shall be levied on or due against any of The Customer’s real or personal property.
ii) If The Customer (being a company) shall pass a resolution for winding-up (unless such winding-up shall be for the purposes of amalgamation or reconstruction previously approved in writing by The Company) or shall have a petition for winding-up presented against it or it a receiver or manager shall be appointed over its assets or undertaking or any part thereof or if it stops payment or if it suffers or takes any analogous action in consequence of debt or insolvency.
iii) If the Customer shall commit an act of bankruptcy or have a receiving order made against him or enter into any arrangement with his creditors or if the Customer (being an individual) shall die.
iv) If the apparatus or equipment that forms part of the System is destroyed or so substantially damaged by fire or other catastrophe The Company is reasonably unable to continue its service.
(b) The Company may terminate the Agreement forthwith upon giving written notice to The Customer at his last known address if any of the following events occur:
i) The Customer’s non-observance or non-performance of any of its obligations hereunder;
ii) If the Customer is in arrears of any payment due hereunder for a period of 21 days or more;
iii) If The Company shall be unable to retain the connections or privileges necessary for the transmission of signals and in this case The Company shall not be under any liability to the Customer.
(c) The termination of the Agreement howsoever caused shall be without prejudice to any antecedent rights. The Customer shall forthwith pay to The Company the balance of all monies then owing and subject to any such antecedent rights and the following sub-paragraph no other sums shall be payable or repayable by either party to the other on such occurrence.
Failure by The Company to exercise or enforce any of its rights hereunder shall not be deemed to be a waiver of any such right nor operate so as to bar the exercise or enforcement thereof at any time or times thereafter.
15. Third Party Rights
A person who is not a party to the agreement shall have no rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Agreement. This clause does not affect any right or remedy of any person which exists, or is available other than pursuant to this Act.
If any term or provision of this Agreement is held invalid, illegal or unenforceable for any reason by any court of competent jurisdiction, such provision shall be severed and the remainder of the provisions shall continue in full force and effect as if this Agreement had been agreed with the invalid, illegal or unenforceable provisions eliminated
17. Data Protection
(a) The parties agree that, for the personal data received by the Systems in connection with the Services, the Customer shall be the data controller and the Company shall be the data processor, as defined by the Data Protection Act 2018 and the General Data Protection Regulation (EU) 2016/679 (GDPR) (together the Data Protection Laws).
(b) The Customer shall comply with all Data Protection Laws in connection with the processing of personal data.
(c) In relation to the processing of personal data under this Agreement, the Company shall:
i) process personal data only on and in accordance with the Customer’s instructions under this Agreement (including any System Specifications and as updated from time to time by agreement between the parties), unless required to do so by applicable law; in such a case, the Company shall inform the Customer of that legal requirement before processing, unless that law prohibits such information on important grounds of public interest;
ii) ensure that persons authorised to process the personal data have committed themselves to confidentiality or are under an appropriate statutory obligation of confidentiality;
iii) implement and maintain appropriate technical and organisational measures in relation to the processing of personal data;
iv) promptly refer all data subject requests it receives to the Customer and, taking into account the nature of the processing, assist the Customer by appropriate technical and organisational measures, insofar as this is possible, for the fulfilment of the Customer’s obligation to respond to requests for exercising the data subject’s rights laid down in Chapter III of the GDPR;
v) assist the Customer in ensuring compliance with the obligations pursuant to Articles 32 to 36 of GDPR, taking into account the nature of processing and the information available to the Company and only in the event the Customer cannot reasonably be expected to comply with the requirements of Articles 32-36 without the Company’s information and/or assistance; (e.g. the Customer does not possess or otherwise have access to the information requested). The Company may charge its reasonable costs on a time and materials basis in providing the Customer with such assistance;
vi) allow the Customer to, at the Customer’s own choice, request deletion or return of all personal data to the Customer on termination of the provision of the System under this Agreement and the Company will delete all personal data and existing copies unless otherwise required by applicable law;
vii) make available to the Customer all information necessary to demonstrate compliance with the obligations laid down in Article 28(3) and allow for and contribute to audits, including inspections, conducted by the Customer or another auditor mandated by the Customer.
viii) notify the Customer without undue delay and if possible within 24 hours upon the Company or any sub-processor becoming aware of a personal data breach affecting the Customer’s personal data, providing the Customer with sufficient information to allow the Customer to meet any obligations to report or inform data subjects of the personal data breach.
(d) The Customer hereby gives the Company consent to engage sub-processors for processing of personal data on the Customer’s behalf. A list of the Company’s sub-processors can be found on the Company’s website. Where the Company intends to add a new sub-processor, the Company will make details of such new sub-processor available on the website at least thirty (30) days before transferring any personal data to a new sub-processor. The Customer shall notify the Company during such period if it objects to the new sub-processor. If the Customer does not object to the sub-processor within such period, the Customer shall be deemed to have accepted the sub-processor. If the Customer has raised a reasonable objection to the new sub-processor, and the parties have failed to agree on a solution within a reasonable time, the Customer shall have the right to terminate this Agreement with a notice period determined by the Customer, without prejudice to any other remedies available under law or contract. During the notice period, the Company shall not transfer any personal data to the sub-processor.
(e) The Company shall enter into appropriate written agreements with all of its sub-processors on terms substantially similar to this Agreement. The Company shall remain primarily liable to the Customer for the performance or non-performance of the sub-processor’s obligations.
(f) Upon the Customer’s request, the Company is obliged to provide information regarding any sub-processor, including name, address and the processing carried out by the sub-processor.
(g) The Company will not transfer the Customer’s personal data to a country outside of the European Union which is not recognised by the European Commission to have an adequate level of protection in accordance with Data Protection Laws unless the transfer by the Company of the Customer’s personal data is effected by such legally enforceable mechanism(s) for transfers of personal data as may be permitted from time to time under Data Protection Laws.
Any notice sent hereunder shall be deemed to have been duly given if sent by prepaid first class post, facsimile, email or telegraph addressed to the party concerned at its place of business mentioned overleaf or last known address.
19. Environmental Protection
The Company will comply in all respects with the Environmental Protection Act 1990 and the Noise and Statutory Nuisance Act 1993 so far as is applicable in relation to the installation of the System.
20. Force Majeure
Any failure by The Company to perform any of its obligations by reason of any cause beyond the control of The Company shall be deemed not to be a breach of this Agreement.
(a) If the Housing Grants, Construction and regeneration Act 1996 applies to this Agreement then:
i) If any dispute or difference arises out of or in connection with these terms and conditions, any party may by notice given to every other party to the agreement, at any time refer the said dispute or difference to adjudication, to be conducted in accordance with the Adjudication Provisions of the Scheme for Construction Contracts prescribed under the Housing Grants, Construction and Regeneration Act 1996.
ii) The said adjudication shall be conducted by an adjudicator appointed by agreement between the parties, or in default of an agreement, the referring party shall request the Centre for Dispute Resolution, being a nominating body under Clause 2(1)(b) of the said scheme for these purposes, to select a person to act as adjudicator.
(b) If the Housing Grants, Construction and Regeneration Act 1996 does not apply to this Agreement either party may request by notice in writing, with record of posting that the dispute be referred to mediation by a person agreed between the parties. Should the parties agree to mediation, but fail to agree upon the person to mediate within seven days of such a request being made, then either party may apply to the National Security Inspectorate (“NSI”) for the appointment of a mediator, and such mediation will be conducted in accordance with guidelines for mediation published by the Academy of Experts.
22. Changes to this Agreement
The Company may alter or amend these terms and conditions by giving reasonable notice on the website, or by e-mail. By continuing to use the Services after expiry of the notice period, the Customer will be deemed to have accepted any amendment to the terms and conditions.
The Agreement (and any proceedings whereby one party may be entitled to join the other as a third party) shall be governed by and construed in all respects in accordance with English Law and the parties hereby submit to the exclusive jurisdiction of the English courts.