TERMS AND GENERAL CONDITIONS OF NETWORK SECURITY MONITORED SERVICES
Greenogue Business Park, Rathcoole, Co. Dublin
- Netsmart Security Limited Trading as Network Security (“the Company”) is engaged, interalia,
in the business of providing security services including a Monitoring Service (as defined below). B. The signing party to this agreement (“the Subscriber”, as more particularly defined below) wishes to avail of the Monitoring Service subject to the terms and conditions of this agreement (“the Agreement”).
- By signing this Agreement, the Subscriber unconditionally accepts the terms contained herein and
agrees to be bound by the provisions of this Agreement which shall govern the relationship between the Company and the Subscriber.
NOW IT IS HEREBY AGREED as follows:
“Alarm Conditions” means any conditions arising at the Monitored Property requiring action by the Company with reference to the Emergency Instructions. “Communications Path” means the public telephone network, or a wire less frequency or frequencies or any land line or land lines, cable or other communications medium which may be used as a means of carrying a signal from the “Monitored System” to the Receiving Equipment whether or not supplied by or under licence from Eircom, the Department of Transport, Energy and Communications or other public authority. “Connection Date” means the date upon which the Monitored System is connected to the Receiving Equipment, and providing that the Emergency Instructions have been given, the date on which the Monitoring Service Commences. “Central Station” means the command centre engaged by the Company located at Greenogue Business Park, Rathcoole, Dublin , Ireland or such other location or central station from which the Monitoring Service may be provided from time to time for the Term of the Agreement. “Annual Monitoring Services Fee” means the annual fee that is charged by the Company/Installer to the Subscriber. “Emergency Instructions” means the written instructions and any alternation thereto given by the Subscriber ( and in the case of a limited liability company, signed by a person duly authorised by the Subscriber) to and accepted by the Company as to the action taken in the event of an Alarm Condition at the Monitored Property. “Emergency Services” means An Garda Siochana, Fire Brigade, Ambulance or other emergency response services as may be appropriate to be notified in the event of an Alarm Condition but shall not include any person attending a Monitored Property as a key holder or any other reason. “Fee” means the fee payable by the Subscriber to the Company on a annual/quarterly/monthly basis for the provision of the Monitored Service for the Term, which is calculated by the reference to the Daily Monitoring Services FEE plus VAT. “Monitored Property” means the premises or property of Subscriber in respect of which the Monitoring Service is provided. “The Monitoring Service” means the service whereby the Monitored System may from time to time contact the Receiving Equipment and, in the event of an alarm condition, whereby the company acts in accordance with the emergency instructions. “Monitored System” means the Intruder, fire, CCTV or other electronic protection or signaling system, installed at the Monitored Property. “Receiving Equipment” means the device or devices located in the Central Station to receive signals from the Monitored System via the communications path and to translate such signals into audible signals and/or visual display, including and computing devices used to process such signals. “Subscriber” means the person, firm or company that subscribes for the Monitoring Service pursuant to this Agreement. “Terms” means 12 months from the Connection Date unless it is extended or reduced by agreement between the parties. In the event that the term is extended beyond 12 months by agreement between the parties, the agreement will automatically renew itself every twelve months after expiration of the three year term. “VAT” means value added tax chargeable under the Value Added Tax Act and any similar replacement or additional tax.
- MONITORING SERVICE
2.1 The Company shall supply the Monitoring Service from the Connection Date to the Subscriber subject to the terms of this Agreement in consideration of the payment of the Fee.
2.2 Prior to the Connection Date, the Subscriber shall arrange for all the necessary connections to be made to the Central Station.
2.3 This Agreement shall remain in force for the Term unless it is terminated earlier by agreement between the parties or if it is terminated pursuant to clause 11 hereof.
3.1 The Subscriber shall be informed of the Annual Monitoring Service Fee prior to the Connection Date. The Fee that shall be charged hereunder for the Term of this Agreement shall then be calculated by reference to the Annual Monitoring Service Fee.
3.2 The Fee shall be paid by the Subscriber on an annual, quarterly or monthly basis and first installment of the Fee shall be paid immediately on connection. Thereafter the Fee shall be paid annually or quarterly/monthly in advance by standing order or direct debit unless otherwise agreed by the Company.
3.3 The Subscriber shall pay the Fee to the Company in Euros.
3.4 The Fee shall be increased at the expiration of each yearly term in line with the Retail Price index provided always that the Subscriber shall be given adequate notice of such increase if it is to apply.
3.5 The Fee shall be paid without reduction or determent on account of disputes, cross claims or for other reason whatsoever.
3.6 All payments to be made by the Subscriber hereunder are exclusive of VAT which shall be payable by the Subscriber.
3.7 Interest will accrue on all Fees not paid within thirty days calculated on the day-to-day balance at a rate of Interest equal to that payable by the Company on single overdraft borrowing as such rate may vary from day to day (before or after judgment).
3.8 If any additional services are provided hereunder by agreement between the Company and the Subscriber, an additional fee shall be charged.
4.1 If the Company or any of the Company’s employees gives any advice in relation to the Monitoring Service or the Monitored System, it shall be provided strictly on the basis that it is for guidance purposes only, and without any responsibility being accepted. The onus is on the Subscriber to verify the accuracy and/or appropriateness of such advice and to accept or reject accordingly. The Company accepts no liability for any advice given hereunder.
5 RESPONSIBILITY OF THE SUBSCRIBER
5.1 This Agreement should be signed by a duly authorised representative of the Subscriber and the Company shall be entitled to treat the Subscriber as contractually bound by these terms and conditions unless the Subscriber can demonstrate that there were no reasonable grounds for the Company to believe that such person had authority to bind the Subscriber.
6 SUBSCRIBER OBLIGATIONS
The Subscriber agrees:
6.1 That it will not alter, interfere with or permit any alteration or interference with the Monitored
System other than for the purpose of maintenance and/or repair of the Monitored System:
6.2 To give to the company 30 days prior notice of any proposed structural alterations to the
Monitored Property and of any modifications to the Monitored System or to the Communications Path which may affect the Monitoring Service.
6.3 To notify the Company forthwith in writing of any alterations or amendments to, or
modifications of the Emergency Instructions.
6.4 Ensure that in the event of an Alarm Condition occurring accidentally or inadvertently, it shall immediately notify the Central Station by telephone, and if requested confirm same by written notification in the next post.
6.5 Ensure that it makes available such components of the Communications Path as may be
necessary for the operation of the Monitoring Service, and shall further ensure that the cost of the Communications Path together with all charges for the continued use thereof, are punctually paid to Eircom or other authority as the case may be to enable the Company to fulfill its obligations hereunder.
6.6 That in the event of any defect or fault occurring in the Monitored System, or if there is any
change to the Communications Path at the Monitored Property affecting the Monitoring Service, then, at the Company’s request and without undue delay, the Subscriber shall be obliged to remedy, or arrange to remedy, the said defect or fault and make such changes or repairs as are required to restore the Monitored System or Communications Path to proper working order.
6.7 To obtain and maintain any licenses or consents as may be required from time to time by Eircom,
the Department of Communications or other authority and produce same within seven days of being requested to do so by the Company.
6.8 That on termination of the Agreement for any reason whatsoever and at the Company’s request without undue delay, it will arrange to have the Monitored System disconnected and remove or cause to be removed from the Central Station all components of the Communications Path which relate to the Monitoring Service.
6.9 That on termination of this Agreement it will at its own discretion make any arrangements which it deems at its discretion are necessary for the provision of an alternative monitoring or like service.
7 LIMITATION OF MONITORING SERVICE
7.1 If, at any time, the Fee shall be in arrears for a period of 30 days or more, the Company shall not be bound to perform any of its obligations hereunder.
7.2 The Company reserves the right to withdraw or curtail, without refund or liability, save for that set out in clause 7.3 hereof, the Monitoring Service to the Monitored Property if any of the following events occur.
7.2.1 The Emergency Services or any of them refuse to respond to an Alarm Condition, or withhold or otherwise withdraw their service in respect of the Monitored Property or
7.2.2 If at any time, the Central Station or the Receiving Equipment are destroyed or damaged so that they cannot reasonably be used, or if the Company is unable to secure or retain the components of the Communications Path required for the receipt of the signals from the Monitored property or
7.2.3 If the Subscriber refuses or fails to provide adequate Emergency Instructions.
8 EQUIPMENT OWNERSHIP
8.1 Prior to the Connection Date and subject to the payment of the first quarterly instalment of the monitoring Fee, the Company will install the Monitoring System at the Monitored Property. The Company owns the Monitoring System until the installation of the system has been paid in full on completion. All materials, equipment, drawings, data or tools provided by the Company or its Subcontractors and used directly or indirectly in the supply of the Monitoring Service shall at all times be and remain the exclusive property of the Company until paid for in full.
8.2 The Company maintains the right at all times to enter the Subscribers premises in order to repossess goods that have not be paid for.
9 LIABILITY OF THE COMPANY
9.1 The Company shall not be liable either in contract, tort or otherwise, for any economic loss, loss of business opportunity, loss of revenue, anticipated profits or business, and / or the cost of procuring substitute service on foot of this agreement.
9.2 The Company shall not be liable to the Subscriber in excess of the monitoring Fee that has been paid to the Company during the term of this Agreement.
9.3 The Company shall have no liability arising out of or in connection with any incidents involving the failure of the Monitoring Service to respond to an Alarm Condition where such failure is caused by the operation, non operation or faulty operation of the Alarm System whether or not on the part of the Subscribers, employees of the Subscriber or agents of the Subscriber.
9.4 The Company shall not be liable to the Subscriber for any loss arising to the Subscriber out of the improper or unauthorized use of the Monitored System or the Receiving Equipment or the temporary unavailability of the Communications Path or for some other reason which is beyond the reasonable control of the Company including but not limited to the occurrence of a force majeure event (within the meaning of clause 16 herein) at the Monitored Property, the Central Station or to the Emergency Services.
9.5 The Company shall have no liability arising out of any incidents involving a failure, delay or refusal to respond to an Alarm Condition on the part of any of the Emergency Services, or any other party.
9.6 The Company shall have no liability for any loss, damage or expense arising out of the failure on the part of the Subscribers to make satisfactory arrangements for the provision of an alternative monitoring service in the event of termination of this Agreement.
10 REMEDIES FOR ANY DEFECTS
10.1 It is understood and agreed that the Receiving Equipment may not be compatible with all video transmission systems used by the Company to install the Monitored System, and provide the Monitoring Service.
10.2 The Company does not guarantee or warrant that the Receiving Equipment or Monitoring Service will alert or prevent occurrences or the consequences thereof, which the Receiving Equipment or Monitoring Services is designed to alert or prevent.
10.3 If due to the non payment of overdue sums to the Company the Monitoring Service is not properly in use, the Company shall be entitled to make a change for any work required to restore the Monitoring Service.
10.4 In the event that the Subscriber experiences any difficulty in respect of the Monitoring Service, it shall notify the Company immediately or in any event not less than ten days from the day of the event giving rise to the difficulty and the Subscriber shall than afford the Company a reasonable opportunity to examine the Communications Path and remedy the said difficulty as soon aspossible thereafter.
11.1 In the event that the Subscriber wishes to terminate this Agreement, it shall be obliged to give 60 days notice to the Company of its intention to do so and the provisions of clause 11.2 shall strictly apply.
11.2 If the Subscriber terminates this Agreement or if the Company terminates this Agreement Pursuant to clause 11.3 then, in either case, the balance of the Fee due shall be due and owing by the Subscriber immediately upon termination howsoever caused as follows:
11.2.1 If termination occurs in the first year of the Term 25% of the balance of the Fee that is due for the Term shall be immediately payable.
11.3 This Agreement may also be terminated by the Company without notice if:
11.3.1 The Subscriber defaults in making payments of the Fee and fails to remedy such breach within ten business days of being so notified by the Company or
11.3.2 The Subscriber commits a material or persistent breach of any term of this Agreement and fails to remedy the breach (if capable of remedy within fourteen (14) days of notification in writing by the Company or
11.3.3 The Subscriber enters into any composition or arrangement with its creditors or commits an act of bankruptcy or receives any petition or receiving order in bankruptcy or has a receiver or an examiner appointed.
11.3.4 COOLING OFF PERIOD – there shall be a 30 day cooling off period from the date on which the monitored system is installed and commissioned in the property of the subscriber. If the subscriber wishes to have the monitored system removed within this period then this request must be sent in writing to the company and acknowledged. An appointment will be made to remove the system. The equipment will be assessed to ensure no damage has been caused to the system and thereafter the system installation price, less the deposit of 99 euro will be refunded to the subscriber by the company.
13.1 It is understood and agreed by the Subscriber that the Company is not an insurer and that any insurance in respect of the Alarm System and the Monitoring Property should be obtained by and at the expense of the Subscriber. It is further understood and agreed by the Subscriber and the Company that the monitoring Fee is based solely on the value of the Monitoring service and is unrelated to the value of the monitored property or any other property located in the Monitored Property.
14.1 In the event that the Emergency Services are called in circumstances where it is due to a fault on the part of the Subscriber, then the Subscriber shall indemnify the Company fully against any cost or loss that the Company may incur in that instance.
14.2 The Subscriber shall indemnify the Company in full against all costs, claims, actions, proceedings, demands, losses, awards, penalties, fines, liabilities or expenses of whatsoever nature incurred or suffered by the Company arising out of any action brought by a third party as a result of loss or damage to property or equipment held at the Monitored Property from time to time.
15.1 Any notice or direction to be served by either party on the other shall, unless otherwise stated, be sufficiently served if delivered by hand or posted by pre-paid registered post to the last known address of the party to be served and any such notice shall be deemed to have been served at the time of delivery or three business days after the time of posting as the case may be and for the purposes of this clause the term “ Business day” shall mean a day upon which the banks in Ireland are open for business.
16 FORCE MAJEURE
16.1 The Company shall not be under any liability of whatsoever kind for the non-performance in whole or in part of its obligation under this Agreement due to causes beyond the control of the Company or its supplies including, but not limited to, war (whether an actual declaration thereof is made or not), sabotage, Insurrection, riot or other act of civil disobedience, acts of the Subscriber or a third party, failure or delay in transportation, acts of any Government regulations, judicial actions, labour disputes, strikes, embargoes, illness, accident, fire explosion, flood, tempest, lightning strikes, or other acts of God, delay in delivery to the Company or its suppliers or shortage of labour, fuel, rain materials or machinery or technical failure, in any such event, the Company, May, without liability cancel or vary the terms of this Agreement including, but not limiting limited to extending the time, for performing the Agreement for a period at least equal to the time lost by reason of such causes.
17.1 The Company may assign or transfer the benefit of this Agreement or all or any of its rights or obligations hereunder to any person or persons. The Subscriber shall not assign or transfer to any person or persons the benefit of this Agreement or all or any of its rights or obligations hereunder without the prior written consent of the Company, which consent shall not be unreasonably withheld.
17.2 Any variation to this Agreement shall only be valid and binding if it is recorded in writing and signed by a director of a Company.
17.3 The contractual rights that the Subscriber enjoys by virtue of Section 39 of the Sale of Goods and Supply of Services Act 1980 are in no way prejudiced by anything contained herein save to the extent permitted by law. Goods and expressions defined in the SALE OF Goods and Supply of Services Act, 1980 shall, when, used in this Agreement save where the context otherwise requires, bear the same meanings as provided for therein, in particular, all references to “goods” shall be interpreted to include all goods and materials supplied under a contract for the supply of services.
17.4 This Agreement shall apply to the supply of the Monitoring Service to the Subscriber by the Company, its contractors, servants and agents and supersedes all previous terms and conditions appearing in any advertisement of the Company or elsewhere and no advice, presentation, promise, condition, inducement or warranty, express or implied, given by the Company and not included in writing in this Agreement shall have any effect.
17.5 This Agreement contains the entire agreement and understanding between the parties in relation to its subject matter and supersedes any other prior agreement made between the parties.
17.6 If the Subscriber is contracting hereunder as a consumer, he may cancel this Agreement at any time within seven working days, beginning on the day after this Agreement is signed.
17.7 If any provision of this Agreement shall be found by any court or administrative body competent jurisdiction to be invalid or unenforceable, such invalidity or unenforceability shall not affect the other provisions of this Agreement which shall remain in full force and effect. If any provision of this Agreement is so found to be invalid or enforceable if some part of the provision were deleted, the provision in question shall apply with such modification(s) as may be necessary to make it valid and enforceable.
17.8 This Agreement shall be governed by the construed in accordance with the laws of the Republic of Ireland and the parties agree to submit to the exclusive jurisdiction of the Irish Courts.
18 Maintenance and Support
18.1 The company offers a maintenance and support service to our customers who avail of maintenance contracts. This consists of (a) On site engineer visit which is available & scheduled upon request. (b) A remote system maintenance via software from our offices to your site. (c) Telephone technical support calls.