PLEASE READ THESE TERMS AND CONDITIONS CAREFULLY BEFORE SIGNING THE MONITORING ORDER FORM.

YOUR ATTENTION IS PARTICULARLY DRAWN TO THE PROVISIONS OF CLAUSE 8 (Limitation of Liability).

Introduction

Welcome to http://puremonitoring.co.uk/ which is a trading style of QVIS Monitoring Ltd, a company registered in England and Wales under company number 08708626 with the registered address Jones Avens, 53 Kent Road, Southsea, PO5 3HU.

These terms and conditions and the documents referred herein constitute a legally binding contract between you and QVIS Monitoring Ltd.

You should print a copy of these terms and conditions or save them to your computer for future reference.

These Terms, and any Agreement between us, are only in the English language.

The Installer's attention is particularly drawn to the provisions of clause 8.

1.Interpretation
1.1 Definitions. In these Conditions, the following definitions apply:

1.2    Construction. In these Conditions, the following rules apply:
(a)    a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);
(b)    a reference to a party includes its successors or permitted assigns;
(c)     a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;
(d)     any phrase introduced by the terms including, include, in particular or any similar expression, shall be construed as illustrative and shall not limit the sense of the words preceding those terms;
(e)    a reference to writing or written includes faxes and e-mails; and
(f)    the Schedules and documents mentioned herein form part of these Conditions.

Audio Challenge: QVIS communicating with a suspected intruder through an amplifier at the Premises.

Authority Charges: charges incurred by QVIS after calling the police, fire or ambulance services.

Business Day: a day (other than a Saturday, Sunday or public holiday) when banks in London are open for business.

Charges: the charges payable by the Installer for the supply of the Services in accordance with clause 5.

Company Identity Code: the unique code issued to the Installer by QVIS.

Commencement Date: has the meaning set out in clause 2.2.

Conditions: these terms and conditions as amended from time to time in accordance with clause 13.7.

Contract: the contract between QVIS and the Installer for the supply of Services in accordance with these Conditions.

Data Audit: an audit of data and information provided by the Installer to QVIS.

Disablement Procedure: the procedure detailed in Schedule 2.

End-User: the customer of the Installer who’s Premises the Services are being provided to.

Installer: the person or business who purchases Services from QVIS.

Intellectual Property Rights: patents, rights to inventions, copyright and related rights, trade marks, business names and domain names, rights in get-up, goodwill and the right to sue for passing off, rights in designs, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how), and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.

Invoice: a statement of the sum due from the Installer to QVIS in respect of the Services.

Issues: problems with the set-up of the Services, for example, but not limited to, false alarms, poor image quality, poor lighting conditions, unstable internet connection.

Key Holder: the nominated representative to be contacted when the security system activates as identified on the Order and who must have transport available and reside within 20 minutes travelling distance of the Premises.

Key Holder Procedure: the procedure outlined in Schedule 1.

Order: the Installer's order for Services as set out in the Monitoring Order Form executed by the Installer.

Premises: the location occupied by the End-User, specified by the Installer in the Order to which the Installer has installed security systems.

Quality Testing: the quality checks to be carried out by QVIS as agreed between QVIS and the Installer.

QVIS: QVIS Monitoring Ltd registered in England and Wales with company number 08708626 with the registered address Jones Avens, 53 Kent Road, Southsea, PO5 3HU.

Response Plan: the procedure QVIS will follow on receipt of an activation or on detection of an intruder.

Services: the services supplied by QVIS to the Installer as set out in the Specification.

Service Levels: the levels of service outlined in Schedule 3.

Soak Period: the programme of testing the monitoring system following Walk Testing and Commissioning agreed between the Installer and QVIS in accordance with Schedule 5.

Specification: the description or specification of the Services requested in writing by the Installer to QVIS in the Order.

QVIS Materials: has the meaning set out in clause 4.1(v).

Walk Testing and Commissioning: the programme of testing the monitoring system agreed between the Installer and QVIS in accordance with Schedule 4.

URN: the unique reference number allocated by the police for each system installed by the Installer.

1.2 Construction. In these Conditions, the following rules apply:

(a) a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality);

(b) a reference to a party includes its successors or permitted assigns;

(c) a reference to a statute or statutory provision is a reference to such statute or statutory provision as amended or re-enacted. A reference to a statute or statutory provision includes any subordinate legislation made under that statute or statutory provision, as amended or re-enacted;

(d) any phrase introduced by the terms including, include, in particular or any similar expression, shall be construed as illustrative and shall not limit the sense of the words preceding those terms;

(e) a reference to writing or written includes faxes and e-mails; and

(f) the Schedules and documents mentioned herein form part of these Conditions.

2. BASIS OF CONTRACT

2.1 The Order constitutes an offer by the Installer to purchase Services in accordance with these Conditions.

2.2 The Order shall be accepted when QVIS accepts the Order to provide the Services at which point and on which date the Contract shall come into existence (Commencement Date).

2.3 The acceptance of the Order by QVIS shall be conditional upon a satisfactory Walk Test and Commissioning as outlined at Schedule 4.

2.4 The Contract constitutes the entire agreement between the parties and supersedes and extinguishes all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter. The Installer acknowledges that it has not relied on any statement, promise, representation, assurance or warranty made or given by or on behalf of QVIS which is not set out in the Contract.

2.5 Any samples, drawings, descriptive matter or advertising issued by QVIS, and any descriptions or illustrations contained in QVIS's catalogues, websites or brochures, are issued or published for the sole purpose of giving an approximate idea of the Services described in them. They shall not form part of the Contract or have any contractual force.

2.6 These Conditions apply to the Contract to the exclusion of any other terms that the Installer seeks to impose or incorporate, or which are implied by trade, custom, practice or course of dealing.

2.7 Any quotation given by QVIS shall not constitute an offer, and is only valid for a period of 20 Business Days from its date of issue, unless extended at the discretion of QVIS.

2.8 This contract is between QVIS and the Installer, and, for the avoidance of doubt, the End User shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of this agreement and the Installer and the End User shall have their own separate contract for the provision of services to the End User.

3. SUPPLY OF SERVICES

3.1 Subject to clause 3.2, QVIS shall supply the Services to the Installer in accordance with the Specification and use its reasonable endeavours to adhere to the Service Levels.

3.2 The supply of Services shall be subject to satisfactory Walk Testing and Commissioning.

3.3 Following satisfactory Walk Testing and Commissioning the Premises shall enter the Soak Period under which QVIS will respond to alarms in accordance with Schedule 5.

3.4 QVIS shall have the right to make any changes to the Services which are necessary to comply with any applicable law or safety requirement, or which do not materially affect the nature or quality of the Services, and QVIS shall notify the Installer in any such event.

3.5 QVIS warrants to the Installer that the Services will be provided using reasonable care and skill.

3.6 QVIS shall use its reasonable endeavours to provide the Services to the Installer at the Premises in such a way that is compliant with British Standards BS5979, BS8418, PD6662, BS8423, the NSI Codes of Practice and the (NPCC) National Police Chiefs Council.

3.7 QVIS is not obliged to pass alarm incidents to the police where the Installer has not provided a URN to QVIS, and, in any event, is only obliged to pass alarm incidents to the police as agreed in the Response Plan.

3.8 Transmission faults will be actioned with a call to key holders and an email to the installation company.

3.9 QVIS and the Installer will agree a Response Plan prior to the Commencement Date. In the event that a Response Plan is not agreed, QVIS will follow the plan detailed in Schedule 7. The Response Plan will be followed by QVIS following satisfactory completion of the Soak Period.

3.10 QVIS shall, when necessary, alert Key Holders in accordance with the Key Holder Procedure.

3.11 QVIS reserves the right to disable some or all of the Services in the event of multiple false alarms or excessive non-essential signals being sent to QVIS in accordance with the Disablement Procedure.

3.12 QVIS will carry out Quality Testing as necessary in QVIS’s opinion.

3.13 For the avoidance of doubt, nothing in these terms and conditions shall require QVIS or a member of their staff to visit the Premises.

4. INSTALLER'S OBLIGATIONS

4.1 The Installer shall:

(a) ensure that the terms of the Order are complete and accurate;

(b) co-operate with QVIS in all matters relating to the Services;

(c) ensure that the hardware used for the provision of the Services is not modified without QVIS’s consent;

(d) undertake a Walk Test and Commissioning in accordance with Schedule 4;

(e) procure that all measures are taken to reduce the possibility of false alarms and the communication of non-essential signals to QVIS;

(f) procure that all requests, re-configurations and corrective actions from QVIS following the Walk Test and Commissioning and the Soak Period are complied with;

(g) procure for QVIS, its employees, agents, consultants and subcontractors, access to the Premises, office accommodation and other facilities as reasonably required by QVIS;

(h) ensure that they have a maintenance service agreement with the End User;

(i) provide QVIS with such information and materials as QVIS may reasonably require in order to supply the Services, including but not limited to, contact numbers for the Premises and Key Holders, and ensure that such information is accurate in all material respects;

(j) procure that the Premises are prepared and maintained for the supply of the Services;

(k) procure and maintain all necessary communication, networks, phone lines, signalling systems, licences, permissions and consents which may be required before the date on which the Services are to start;

(l) co-operate with QVIS where any Walk Testing and Commissioning or Soak Period is required;

(m) procure that an End User who requires a police response is in receipt of a police intruder alarm policy relevant to the area in which the Premises monitored are and has been allocated a URN;

(n) keep QVIS informed of any changes to Installer or End User information, including, but not limited to, a change in the URN, URN status and the Response Plan;

(o) appear on the police’s list of recognised installers;

(p) procure an annual Data Audit;

(q) procure that the installation by the Installer complies with BS8418 and BS50132-7;

(r) ensure that the CCTV system is sufficient to meet any requirements of the End User without any liability to QVIS;

(s) procure that the Premises are kept secure and are not accessible by the general public;

(t) procure that the alarm is set during the registered closing times of the Premises;

(u) procure and maintain adequate coverage of the Premises;

(v) procure that the Premises are illuminated at all times to the standard required by QVIS;

(w) procure that the End User keeps and maintains all materials, equipment, documents and other property of QVIS (QVIS Materials) at the Premises in safe custody at its own risk, maintain QVIS Materials in good condition until returned to QVIS, and not dispose of or use QVIS Materials other than in accordance with QVIS's written instructions or authorisation.

4.2 If QVIS's performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Installer or failure by the Installer to perform any relevant obligation (Installer Default):

(a) QVIS shall without limiting its other rights or remedies have the right to suspend performance of the Services until the Installer remedies the Installer Default, and to rely on the Installer Default to relieve it from the performance of any of its obligations to the extent the Installer Default prevents or delays QVIS's performance of any of its obligations;

(b) QVIS shall not be liable for any costs or losses sustained or incurred by the Installer arising directly or indirectly from QVIS's failure or delay to perform any of its obligations as set out in this clause 4; and

(c) the Installer shall reimburse QVIS on written demand for any costs or losses sustained or incurred by QVIS arising directly or indirectly from the Installer Default.

5. CHARGES AND PAYMENT

5.1 The Charges for the Services shall be specified in the Invoice and shall be deemed accepted by the Installer unless the Installer disputes the Charges within 3 working days of receipt of the Invoice.

5.2 QVIS shall be entitled to charge the Installer for any expenses reasonably incurred by the individuals whom QVIS engages in connection with the Services including, but not limited to, travelling expenses, hotel costs, subsistence and any associated expenses, and for the cost of services provided by third parties and required by QVIS for the performance of the Services, and for the cost of any materials.

5.3 QVIS shall be entitled to charge the Installer the Authority Charges incurred as a result of providing the Services and these will be shown separately on the Invoice.

5.4 QVIS reserves the right to increase its fee rates. QVIS will give the Installer written notice of any such increase 1 month before the proposed date of the increase. If such increase is not acceptable to the Installer, it shall notify QVIS in writing within 2 weeks of the date of QVIS's notice and QVIS shall have the right without limiting its other rights or remedies to terminate the Contract by giving 30 days' written notice to the Installer.

5.5 QVIS shall invoice the Installer monthly in arrears by direct debit unless otherwise agreed between QVIS and the Installer.

5.6 The Installer shall pay each invoice submitted by QVIS:

(a) within 30 days’ of the date of the invoice; and

(b) in full and in cleared funds to a bank account nominated in writing by QVIS, and

time for payment shall be of the essence of the Contract.

5.7 The Charges payable by the Installer under the Contract are exclusive of amounts in respect of value added tax chargeable for the time being (VAT). Where any taxable supply for VAT purposes is made under the Contract by QVIS to the Installer, the Installer shall, on receipt of a valid VAT invoice from QVIS, pay to QVIS such additional amounts in respect of VAT as are chargeable on the supply of the Services at the same time as payment is due for the supply of the Services.

5.8 If the Installer fails to make any payment due to QVIS under the Contract by the due date for payment, then the Installer shall pay interest on the overdue amount at the rate of 4% per cent per annum above the Bank of England's base rate from time to time. Such interest shall accrue on a daily basis from the due date until actual payment of the overdue amount, whether before or after judgment. The Installer shall pay the interest together with the overdue amount.

5.9 The Installer shall pay all amounts due under the Contract in full without any set-off, counterclaim, deduction or withholding (except for any deduction or withholding required by law). QVIS may at any time, without limiting its other rights or remedies, set off any amount owing to it by the Installer against any amount payable by QVIS to the Installer.

6. INTELLECTUAL PROPERTY RIGHTS

6.1 All Intellectual Property Rights in or arising out of or in connection with the Services shall be owned by QVIS.

6.2 The Installer acknowledges that, in respect of any third party Intellectual Property Rights, the Installer's use of any such Intellectual Property Rights is conditional on QVIS obtaining a written licence from the relevant licensor on such terms as will entitle QVIS to license such rights to the Installer.

6.3 All Supplier Materials are the exclusive property of QVIS.

7. CONFIDENTIALITY

7.1 A party (receiving party) shall keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed to the receiving party by the other party (disclosing party), its employees, agents or subcontractors, and any other confidential information concerning the disclosing party's business, its products and services which the receiving party may obtain. The receiving party shall only disclose such confidential information to those of its employees, agents and subcontractors who need to know it for the purpose of discharging the receiving party's obligations under the Contract, and shall ensure that such employees, agents and subcontractors comply with the obligations set out in this clause as though they were a party to the Contract. The receiving party may also disclose such of the disclosing party's confidential information as is required to be disclosed by law, any governmental or regulatory authority or by a court of competent jurisdiction. This clause 7 shall survive termination of the Contract.

7.2 On the Commencement Date, QVIS will allocate the Installer with an account number and Company Identity Code so that confidential information can be exchanged between the parties.

7.3 The Installer may request further codes for their employees but these will be issued at the discretion of QVIS.

7.4 The Installer must provide all instructions to QVIS in writing and on the appropriate form and will not be accepted if given verbally.

7.5 QVIS will act in its capacity as a Data Processor by processing ( which , for avoidance of doubt, includes storing) personal data in line with the General Data Protection Regulation (GDPR), the Data Protection Act 1998 and any and all such domestic legislation which may replace and repeal the Data Protection Act 1998 either in its entirety or in part .

8. LIMITATION OF LIABILITY: THE INSTALLER'S ATTENTION IS PARTICULARLY DRAWN TO THIS CLAUSE

8.1 Nothing in these Conditions shall limit or exclude QVIS's liability for:

(a) death or personal injury caused by its negligence, or the negligence of its employees, agents or subcontractors;

(b) fraud or fraudulent misrepresentation; or

(c) breach of the terms implied by section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession).

8.2 Subject to clause 8.1:

(a) QVIS shall under no circumstances whatever be liable to the Installer, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, for any loss of profit, or any indirect or consequential loss arising under or in connection with the Contract; and

(b) QVIS's total liability to the Installer in respect of all other losses arising under or in connection with the Contract, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall in no circumstances exceed 125% of the total Invoices raised under these Conditions.

8.3 QVIS will not be liable in any manner including, without limitation, a liability arising by breach of contract, arising by tort (including, without limitation, the tort of negligence) or arising by breach of statutory duty, or otherwise, for any claim in respect of an alarm which has been aborted in accordance with Schedule 7, provided that this clause shall not exclude or limit the liability for:

a) death or personal injury caused by QVIS’s negligence; or

b) fraud or fraudulent misrepresentation.

8.4 The terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.

8.5 This clause 8 shall survive termination of the Contract.

9. INDEMNITY

9.1 The Installer shall defend and indemnify QVIS against all liabilities, costs, expenses, damages and losses (including but not limited to any direct, indirect or consequential losses, loss of profit, loss of reputation and all interest, penalties and legal costs (calculated on a full indemnity basis) and all other professional costs and expenses) suffered or incurred by QVIS arising out of or in connection with:

(a) any breach of clause 4;

(b) the Installer's breach or negligent performance or non-performance of this agreement;

(c) the enforcement of this agreement;

(d) any claim made against QVIS for actual or alleged infringement of a third party's intellectual property rights arising out of or in connection with the Installer’s use of the software;

(e) any claim made against QVIS concerning the provision of the Services during the Soak Period;

(f) any claim made against QVIS concerning a signal which has been aborted in accordance with Schedule 7;

(g) any claim made against QVIS by a third party arising out of or in connection with the provision of the Services, to the extent that such claim arises out of the breach, negligent performance or failure or delay in performance of this agreement, or otherwise, by the Installer, its employees, agents or subcontractors.

9.2 The Installer will also indemnify QVIS for all Authority Charges QVIS receives in connection with the provision of the Services.

10. TERMINATION

10.1 Without limiting its other rights or remedies, either party may terminate the Contract by giving the other party 30 days' written notice.

10.2 Without limiting its other rights or remedies, either party may terminate the Contract with immediate effect by giving written notice to the other party if:

(a) the other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 7 days of that party being notified in writing to do so;

(b) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or (being a company or limited liability partnership) is deemed unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 or (being an individual) is deemed either unable to pay its debts or as having no reasonable prospect of so doing, in either case, within the meaning of section 268 of the Insolvency Act 1986 or (being a partnership) has any partner to whom any of the foregoing apply;

(c) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors;

(d) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party (being a company) other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;

(e) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of its assets and such attachment or process is not discharged within 14 days;

(f) an application is made to court, or an order is made, for the appointment of an administrator or if a notice of intention to appoint an administrator is given or if an administrator is appointed over the other party (being a company);

(g) the holder of a qualifying floating charge over the assets of that other party (being a company) has become entitled to appoint or has appointed an administrative receiver;

(h) a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;

(i) any event occurs or proceeding is taken with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned in clause 10.2(b) to clause 10.2(h) (inclusive);

(j) the other party suspends or ceases, or threatens to suspend or cease, to carry on all or a substantial part of its business;

(k) the other party's financial position deteriorates to such an extent that in the opinion of the terminating party the other party’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.

10.3 Without limiting its other rights or remedies, QVIS may terminate the Contract with immediate effect by giving written notice to the Installer if

(a) the Installer fails to pay any amount due under this Contract on the due date for payment and fails to pay all outstanding amounts within 7 days after being notified in writing to do so; or

(b) the Installer or the End User use the monitoring equipment in such a way that the Services are adversely affected.

10.4 Without limiting its other rights or remedies, QVIS may suspend provision of the Services under the Contract or any other contract between the Installer and QVIS if the Installer becomes subject to any of the events listed in clause 10.2(b) to clause 10.2(k), or QVIS reasonably believes that the Installer is about to become subject to any of them, or if the Installer fails to pay any amount due under this Contract on the due date for payment.

11. CONSEQUENCES OF TERMINATION

On termination of the Contract for any reason:

(a) the Installer shall immediately pay to QVIS all of QVIS's outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, QVIS shall submit an invoice, which shall be payable by the Installer immediately on receipt;

(b) the Installer shall return all of QVIS Materials which have not been fully paid for. If the Installer fails to do so, then QVIS may enter the Installer's premises and take possession of them. Until they have been returned, the Installer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract;

(c) the accrued rights, remedies, obligations and liabilities of the parties as at expiry or termination shall be unaffected, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination or expiry; and

(d) clauses which expressly or by implication survive termination shall continue in full force and effect.

12. FORCE MAJEURE

12.1 For the purposes of this Contract, Force Majeure Event means an event beyond the reasonable control of QVIS including but not limited to strikes, lock-outs or other industrial disputes (whether involving the workforce of QVIS or any other party), failure of a utility service or transport network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood, storm or default of suppliers or subcontractors.

12.2 QVIS shall not be liable to the Installer as a result of any delay or failure to perform its obligations under this Contract as a result of a Force Majeure Event.

12.3 If the Force Majeure Event prevents QVIS from providing any of the Services for more than 4 weeks, QVIS shall, without limiting its other rights or remedies, have the right to terminate this Contract immediately by giving written notice to the Installer.

13. GENERAL

13.1 Assignment and other dealings.

(a) QVIS may at any time assign, transfer, mortgage, charge, subcontract or deal in any other manner with all or any of its rights under the Contract and may subcontract or delegate in any manner any or all of its obligations under the Contract to any third party or agent.

(b) The Installer shall not, without the prior written consent of QVIS, assign, transfer, mortgage, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights or obligations under the Contract.

13.2 Notices.

(a) Any notice or other communication given to a party under or in connection with the Contract shall be in writing, addressed to that party at its registered office (if it is a company) or its principal place of business (in any other case) or such other address as that party may have specified to the other party in writing in accordance with this clause, and shall be delivered personally, sent by pre-paid first class post or other next working day delivery service, commercial courier, fax or e-mail.

(b) A notice or other communication shall be deemed to have been received: if delivered personally, when left at the address referred to in clause 13.2(a); if sent by pre-paid first class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; if delivered by commercial courier, on the date and at the time that the courier's delivery receipt is signed; or, if sent by fax or e-mail, one Business Day after transmission.

(c) The provisions of this clause shall not apply to the service of any proceedings or other documents in any legal action.

13.3 Severance.

(a) If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of the Contract.

(b) If one party gives notice to the other of the possibility that any provision or part-provision of this Contract is invalid, illegal or unenforceable, the parties shall negotiate in good faith to amend such provision so that, as amended, it is legal, valid and enforceable, and, to the greatest extent possible, achieves the intended commercial result of the original provision.

13.4 Waiver. A waiver of any right under the Contract or law is only effective if it is in writing and shall not be deemed to be a waiver of any subsequent breach or default. No failure or delay by a party in exercising any right or remedy provided under the Contract or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict its further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy.

13.5 No partnership or agency. Nothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, nor constitute either party the agent of the other for any purpose. Neither party shall have authority to act as agent for, or to bind, the other party in any way.

13.6 Third parties. A person who is not a party to the Contract shall not have any rights to enforce its terms.

13.7 Variation. Except as set out in these Conditions, no variation of the Contract, including the introduction of any additional terms and conditions, shall be effective unless it is agreed in writing and signed by QVIS.

13.8 Governing law. This Contract, and any dispute or claim arising out of or in connection with it or its subject matter or formation (including non-contractual disputes or claims), shall be governed by, and construed in accordance with the law of England and Wales.

13.9 Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim arising out of or in connection with this Contract or its subject matter or formation (including non-contractual disputes or claims).

SCHEDULE 1 - CALLING KEY HOLDERS

There should be a minimum of 2 Key Holders available at all material times listed at the

ARC/RVRC, unless a 24 hour key holding service is utilised in accordance with NPCC requirements. Each Key Holder should have transport available and should reside within 20 minutes travelling distance of the protected premises.

• QVIS will allow 10 rings of the telephone (to the extent that the number called allows 10 rings) before terminating the call during the day (07h00 - 18h00 hours) and proceeding through the Key Holder list.

• QVIS will allow 20 rings of the telephone (to the extent that the number called allows 20 rings) before terminating the call during the night (0000 - 0659 and 1900 - 2359 hours) and proceeding through the Key Holder list.

• In the event of all Key Holders being unavailable, QVIS will continue to retry the Key Holders at approximately 20 minute intervals to a maximum of 3 retries.

• In the event that QVIS has been unable to speak to an authorised Key holder, QVIS will notify the Installer, wherever possible, that all Key Holders were unavailable.

• Answering machines or voice messages on phones are not an acceptable option for Key Holder response.

• Once a Key Holder has been contacted, the incident will be closed. In the event that a Key Holder declines to attend the premises, it will be their responsibility to contact another authorised Key Holder.

• It is strongly recommended that Key Holders have mobile communications to ensure they are available at all times and to permit updates to be passed should the alarm status change whilst attending an alarm call.

• The display of QVIS telephone number on telephones that show 'Caller I.D.' cannot be guaranteed.

The above requirements apply to all types of alarm incidents that require Premises attendance by the Key Holder.

SCHEDULE 2 – DISABLEMENT PROCEDURE

Where an installation generates excessive numbers of activations we will notify the Installer and request that the problem is addressed (or advise that the camera/sensor requires to be disabled).

The Camera/Sensor Disablement Assessment Criteria are as follows;

• Any camera/sensor generating more than four non-intruder activations in a one hour period will be disarmed until premise opening time and the subscriber (or representative) advised.

• If the installation continues to communicate false activations the subscriber will be notified of our intention to disable the camera/sensor until the problem is rectified.

• Formal notification will be made in the event of malfunctioning equipment or suspected environmental effects.

• The notification confirms actions taken and should also be used to confirm re-enablement authorisation and monitoring status of the Premises.

• Continuing false alarm generation requires remedial action and if the Premises problem is not rectified an additional charge will be made for each activation in excess of the agreed contractual amount.

Disabling a Camera which initiates "No Video Signals”

Where necessary the camera “No Video Signal” message can be disabled leaving the sensor online.

This will only to be carried out after;

• Signals are received from a particular Premises indicating that the camera/sensor cannot transmit images or transmits multiple false alarms and that these have been assessed as not being due to malicious action.

• The Installer has been contacted and advised of the situation, authorises us to turn the camera/sensor off; and all details and actions have been logged including the authorisation and the reason.

Confirmation of disarming is faxed or emailed to the Installer by using a fault report.

Note: Following camera/sensor disablement it is the responsibility of the Installer to confirm instructions.

If the Premises sends more than 5 activations within a 30 minute period, it must be reported as non-compliant and will require immediate remedial action. If non-compliance issues become apparent after any Soak Period, QVIS will contact the Installer with details of the issues and actions required to resolve them. If after 5 days, there has been no improvement, QVIS will again make contact with the Installer. If, in the opinion of QVIS, a positive result has not been achieved during the 5 days, a decommissioning letter will be sent to the Installer by QVIS. The letter will detail the issues and explain that the Premises will no longer be monitored by QVIS if they are not fully resolved within 5 days. If the Installer resolves the issues, a further Soak Period may be required.

SCHEDULE 3 – SERVICE LEVELS

Incident Response Time

QVIS will use its reasonable endeavours to ensure that alarm activation images will be viewed, wherever possible, within the timescales defined within BS8418;

• Within 90 seconds of their arrival for 80% of activations received

• Within 180 seconds of their arrival for 98.5% of activations received

It should be noted that excessive false alarms will lead to a reduction in service levels.

Local System Fault Reporting

When faults are detected on the system, QVIS will use its reasonable endeavours to ensure that the Installer is notified by fax or email the next working day.

Telephone Response

Wherever possible the monitoring station will ensure that;

• 80% of calls are answered within 15 seconds

• 95% of calls are answered within 45 seconds

Incident Investigation

Incident Investigation Requests

Installer should formally request a detailed incident investigation, such as a request for supply of video/data information, using a Complaint/Query Confirmation Form quoting:

• Reference Number

• Premises Name

• Time & Date of incident

• Information required

• Reason for information request

• Value of any potential claim

Incident Investigation Reports

Our response will provide;

• Verbal acknowledgement and interim response within 24 hours

• Written response including video review with video print out of any suspicious activity

QVIS will use their reasonable endeavours to provide a response within three working days (subject to approval by the companies' legal representative) of receipt of the Complaint/Query Confirmation Form.

Video Record Retention

Recordings covering periods under investigation will be quarantined for six months from date of receipt of incident investigation request.

Customer Complaints

Complaints received either in writing or verbally will be dealt with as follows;

• Installer should contact the Manager/ Supervisor with information regarding the complaint.

• Complaints from End User should preferable be received in writing.

QVIS Monitoring will use its reasonable endeavours to provide an interim verbal report within twenty-four hours and a full written report normally within three working days, subject to the conditions detailed above. All communication will be routed through the holder of the monitoring contract unless formal instructions are given to the contrary.

Event Reporting

All event recorded within a closed period will be reported where possible, by fax or email to the customer's nominated contact within the next working day.

New Premises Connection

A new Premises will be set up for commissioning within one working day of receipt of details from existing customers.

SCHEDULE 4 – WALK TEST AND COMMISSIONING

In order to comply with SSAIB & NASCOSS/NSI QVIS is obligated to document Walk Test and Commissioning results the Premises, therefore it is a mandatory condition of acceptance of these terms and conditions for monitoring that the Installer performs a full walk test and commissioning procedures as required by QVIS’s ARC/RVRC.

Once the initial Walk Test and Commissioning has been completed there will be a Soak Period which is designed to pick up any issues with the setup of the Premises, such as false alarms. If any conditions arise that cause excessive activations or present problems for the continued monitoring of the Premises, QVIS may disconnect the Premises. If this occurs, QVIS will contact the Installer with details of the problem and what is required to resolve the issue. If there is no response from the Installer or remedial action is not taken within 5 days, the Premises may be decommissioned. Once any issues are resolved, there will be another Soak Period to confirm that any issues have been resolved.

Soak Period Response

Activation Type	Response
Panic Attack	Site & Key Holder. Police if with URN
Confirmed Intruder Alarm Alarm Set / between registered closing & opening times	Site & Key Holder. Police if with URN
Unconfirmed Intruder Alarm Alarm Unset /between registered closing & opening times	Call Premises & Key holder
Confirmed Intruder Alarm Alarm Unset /between registered closing & opening times	Call Premises & Key holder
Fire Alarm	Call Fire Services & Premises & Key Holder

SCHEDULE 5 – SOAK PERIOD

All new connections will for the first fourteen days from installation and connection to the ARC, have to maintain Issue free operation (“Soak Period”).

During the Soak Period ONLY confirmed Intruder Alarms and Panic Attacks will be passed to the Police. If however the installation does not successfully complete the initial Soak Period, then the installation will have to complete another Soak Period until an Issue free period of fourteen consecutive days is maintained.

During the Soak Period, QVIS will not pass to the Police Authority unconfirmed Intruder Alarm signals.

It is the responsibility of the Installer to inform the End User of the Premises status with regard to Police Response and any changes to that status.

Once a installation has successfully completed a Soak Period, the response will then be set to either direct Police calling, providing the installation is able to indicate to QVIS that the Premises is OPEN /CLOSED system (SET / UNSET).

On successful completion of the soak period / existing systems, NACP 14, clause 2.1 states that all systems will either generate: -

• Set / Unset signal, (Open / Closed) or;

• Be able to pass a secondary signal known as Abort Signalling, this will indicate that the system has been mis-operated.

All existing systems must be updated to comply with this requirement.

SCHEDULE 6 – SET/UNSET RESPONSE

In the event that the client does not specify a Response Plan, the response from QVIS will be in accordance with the table below. For the avoidance doubt, the Response Plan takes precedence over this Schedule.

Activation Type	Response
Personal Attack	Site & Keyholder. Police if with URN
Confirmed Intruder Alarm Alarm in the Set condition	Call Premises first, if between the registered opening & closing times, then call Key holder. Police will be called if site has a URN
Unconfirmed Intruder Alarm Alarm in the Set condition	Key holder & Site if open
Confirmed Intruder Alarm Alarm in the Unset condition	Call Premises & Key holder, if neither obtainable then call police
Unconfirmed Intruder Alarm Alarm in the Unset condition	Call Premises & Key holder
Alarm signal within 180 seconds of a Set / Unset Signal, (Open / Closed)	Call Premises, call Key holder. If confirmed and with URN police will be called
Alarm Installation Status Unknown	Call Premises (day or night) then call police & Key holder
Fire Alarm	Call Fire Services & Premises & Key Holder

SCHEDULE 7 – ABORT SIGNALLING

The Installer may request the ability to stop QVIS operators from calling the police to an Intruder alarm (“Abort Signalling”). The Abort Signalling occurs when a user code is re-entered which sends an Abort Signal to QVIS to cancel any further response.

SCHEDULE 8 – PSA - Private Security Authority

Applies strictly to Republic of Ireland Customers

a) For all new connections the installer will be requested and required to supply QVIS with a completed “Qvis Risk Checklist” supplied by Qvis before commissioning is completed.

b) Installer will be required per new connection to submit along with Qvis connection form a full site diagram identifying detection areas.

c) Installer agrees that Qvis verification time period will be 180 seconds on all alarms Qvis receives.

d) The use of subcontractors or third parties involved in the service required for the contract, if subcontractors are provided as part of this agreement Qvis Monitoring require an agreement that the authorised subcontractors are able to provide and carry out a service to meet contract requirements.

e) Prior to entering in to contract an agreed length and termination period is to be agreed with Qvis monitoring, Both parties are required to confirm this period before commencing service.

f) Qvis Monitoring has detailed complaints and escalation procedure, this can be found on our website qvismonitoring.co.uk in the download drop down. At the bottom of this list is our complaints procedure, we aim to respond to all issues and complaints within 24hrs.

g) Any specific or specialist instructions to meet contract requirements are to be submitted to Qvis Monitoring, this should include surveys and assignment instructions agreed by the installer and end user. Qvis Monitoring requires this information in order to comply with industry standards prior to contract commencement.

h) The scope of services we provide and how we aim to respond and action contract requirements can be found on our website qvismonitoring.co.uk. Our alarm filtering policy outlays what we provide and responses to generic activations. As stated on point (g) any specialist requirements will be agreed and then met as the contract requires.

SCHEDULE 9

a) Total Costing of the service (including VAT) & The arrangements for payment. A Written quotation will be provided and appended to the monitoring contract on commencement of services.

b) Obligations to the client (surveys, assignment instructions, compliance with industry standards or codes of practice)

c) Sub-contracting agreements (where applicable)

d) Period of contract (including reference to requirements for termination)

e) Complaints procedures and complaints management procedures to be emailed to joshstannard@qvismonitoring.co.uk or lee@qvismonitoring.co.uk

f) A Scope of services is to be provided.

g) In the event of Transmission Failures we will inform the installer via email after a period of 72 hours.

SCHEDULE 10

Schedules 1 – 7 inclusive do not apply to Webeye installations which are governed by a different set of service levels and processes which are agreed with each installer.

Contract of Agreement

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