1. STANDARD TERMS OF SUPPLY OF SERVICES
1.1 These Terms govern all contracts for the provision
of services between Midland Alarm Services Limited ("The Company") and any Purchaser
of the services ("You"). They can only be varied with the written consent of the
1.2 "Services" means any of the Services as agreed to be provided by the Company
to you, and "Contract" means any Contract between the Company and you for the provision
1.3 For the avoidance of doubt this is not a Contract governed by the Consumer Credit
2. DELIVERY OF SERVICES
2.1 If the Company has quoted you a date for the provision of the Services then
the Company shall use reasonable endeavours to provide the Services on any dates
quoted. However such dates quoted are estimates only. Where the Company cannot meet
the dates quoted it will notify you and give you revised dates.
2.2 All illustrations relating to the Services are approximate only and the Company
reserves the right to make such alterations as it thinks fit. Such alterations will
only be made to enable the Company to fulfil its contractual obligations to you.
2.3 The Company may at anytime without notification make any changes to the services,
which are necessary to comply with any applicable Statutory requirements.
2.4 The Services provided shall be in accordance with the Company's published literature
relating to the services from time to time, subject to these conditions.
3.1 All prices quoted will specify the charge for the service inclusive of VAT payable.
3.2 The Company reserves the right to vary the price of the services by any reasonable
amount attributable to any changes in the cost to the Company for provision of services.
The Company will however notify you in advance of such price change. If you are
not happy with the price change you will be given the option to cancel the Contract
(within 7 days of being notified of such price change)
4.1 The Company does not seek to limit or exclude liability for death or personal
injury arising from its negligence.
4.2 Under no circumstances, including but not limited to negligence, shall the Company
be liable for any direct, indirect, incidental or consequential damages or loss
that results from either:
(i) the use and reliance on the Company; or
(ii) mistakes, omissions, interruptions, terminations, errors, defects, delay in
operation, transmission service response time, or any failure of performance in
respect of the Company including without limitation those arising from acts of God,
communication failure, theft, destruction, or unauthorised access to the Company's
records or services.
4.3 Without limiting the preceding paragraph, the liability to the Company under
this Agreement (other than in the event of fraudulent misrepresentation or a breach
of an implied condition) shall not exceed the amount paid by you to the Company
for use of services provided by the Company over the past 12 months.
4.4 You may rely on only representations made in writing by the Company, and verbal
representation shall be of no effect.
4.5 The provision of this clause is in addition to your statutory rights.
5. CIRCUMSTANCES BEYOND THE COMPANY'S CONTROL
5.1 The Company shall not be liable to you if it is unable to deliver or provide
the services in whole or in part due to causes beyond the reasonable control of
the Company or of the company's Suppliers or due to labour disputes or unavailability
of necessary personnel.
5.2 Where pursuant to clause 5.1 the Company is unable to provide the services then
you will be entitled to terminate the Contract, and the Company will refund any
payments made by you on a pro rata basis calculated on the number of months remaining
of the term of the Contract.
6. MISCELLANEOUS ASSIGNMENTS
6.1 You may not assign your rights or delegate your duties under this Agreement.
If any provision hereof is adjudged to be invalid, void, or unenforceable, the parties
agree that the remaining provisions hereof will not be effected thereby and that
the provision in question may be replaced by the lawful provision that most nearly
embodies the original intention of the parties, and this Agreement will in any event
remain valid and enforceable.
6.3 FORCE MAJEUR
The Company shall not be liable for any failure to perform its obligations under
this Agreement if such failure results from any act of God or other cause beyond
its reasonable control.
The Contract shall be governed by the laws of
and disputes arising from it shall
be subject to the jurisdiction of the English Courts.