Terms & Conditions
- General Terms & Conditions
- Definitions & Content
1.1 In these terms and conditions:
“Client” means the person, firm or company whose name, address or project reference is set out within the quotation or contract.
“Company” means the service or product supplier Onsite (Commercial) Ltd (Company Reg No. 12793929)
“Conditions” means the conditions of supply set out in this document and unless specified includes any special terms and conditions agreed in writing between the Company and the Client.
“Confidential Information” means information relating to our business, services and agreements which may from time to time be, or be treated by the Company, as confidential. This will include all trade secrets and intellectual property including without limitation processes, methods, inventions, technical data and know-how.
“Contract” means the Contract between the Company and the Client for the supply of Services and/or Products incorporating these Conditions.
“Force Majeure” means any circumstances beyond the reasonable control of either of the Company including (without limitation) any breakdown of plant and machinery, any loss of power (howsoever caused), any strike, extreme weather conditions, lockout or other industrial action or any civil or military unrest or conflict, any failure, disruption or failure of 3G or 4G network providers and their associated facilities.
“Manned Products” means any product or service where a security guard, cleaner or other member of Onsite (Commercial)’s staff, representative or sub-contractor is the primary source of information and/or service delivery.
“Premises” means the premises at which the Products are to be installed and/or in respect of which the Services are to be provided for the duration agreed as detailed on the quotation or signed schedule of services.
“Products” means the CCTV and other security equipment (including any instalment of them) which the Company are to supply in accordance with these Conditions.
“Quotation” means the written quotation prepared by the Company and sent to the Client containing details of the Products and/or Services which the Company will provide and/or supply, the manner in which we will do so and the price for them.
“Services” means the installation of the Products and/or the maintenance, security and monitoring services which the company are to supply in accordance with these Conditions “Virtual Products” means any product or service where technology or automated systems are the primary source of information and/or service delivery.
“Website” means the web domain www.osc-ltd.com and related web based resources provided by the Company. This document sets out the terms and conditions upon which the Company provides security services and associated products and services to its clients.
These terms and conditions govern our service provision to the Client to the exclusion of any other terms and conditions implied by the placement of a Clients order for said products or services.
1.2 The headings in these Conditions are for convenience only and shall not affect their interpretation.
1.3 No verbal, email variation of these Conditions shall bind the Company unless agreed it in writing and signed by a senior member of the board of the Company.
1.4 Employees or agents of the Company are not authorised to make any representations concerning the Products or Services unless confirmed by the Company in writing. The Client acknowledges that they do not rely on any representations which is not confirmed in writing and signed by a senior member of the Company’s board. Advertising and other promotional material issued by or on behalf of the Company do not form part of the Contract nor is any statement therein a representation or warranty on which the Client have relied on in entering into the Contract.
1.5 If the Company waive any breach of the Contract, it should not be considered by the Client to be a waiver of any further breach.
1.6 If any provision of these Conditions is held to be invalid or unenforceable in whole or in part the remainder of these Conditions shall continue to apply.
1.7 The Contract shall be governed by the laws of England.
- Quotation & Specifications
2.1 The Company will submit a Quotation which will be valid for acceptance by the Client in writing for 3 months of its date. If (and only if) you accept in writing (without condition or amendment) the Quotation in that 3 month period, a Contract will come into effect between us. If you do not, the Quotation shall lapse and shall no longer be capable of acceptance.
2.2 The Client is responsible to the Company for ensuring the accuracy of the description of the Products and/or Services it requires will be set out in our Quotation and for giving the Company any necessary information relating to the Products and/or the Services within a sufficient time to enable us to perform the Contract in accordance with its terms.
2.3 The Client must not vary the terms set out in our Quotation once we have issued it. If you attempt to do so, the Quotation will automatically become invalid.
2.4 The Client may not cancel any order for either Products or Services once you have accepted a Quotation in accordance with Condition 2.1 unless the Company agree to such cancellation in writing and you indemnify us in full against any loss (including loss of profit), costs (including the cost of all labour used), damages, charges and expenses which we have incurred as a result of the cancellation.
2.5 Excluding proven negligence on behalf of the Company in performing the services to the agreed standards set out in the Quotation and terms the Client may not terminate the Contract for the provision of Services prior to the end date stated in our Quotation unless the Company agree to such termination in writing and/or you pay us the price which we would have received under the Contract had it not been so terminated and indemnify us against all loss (including loss of profit) costs, damages, charges and expenses which we suffer as a result.
2.6 The Company reserves the right to make any changes in the specification or packaging of the Products and/or in the type of the Services which are required to conform with any applicable safety or other statutory requirements or which do not materially affect the quality or performance of the Service or Products supplied.
2.7 All equipment on site is owned by the Company except in circumstances of permanent installations which will be owned by the purchasing company upon completion of the installation and handover. If any equipment is deemed by the Company to be broken intentionally or neglectfully the outlay of the cost for repair or replacement will be invoiced to the company where the equipment has been installed unless otherwise stated in writing. The initial call out fee will be £395 for half a day (4 hours) and £495 for a full day per man (maximum of 8 hours or part thereof) plus parts additional cost may be incurred for additional days that may be required on site to fix or replace the equipment.
2.8 The Client agrees that the remote access facility included with their CCTV hire package is capped at 5GB per month, and that should their usage exceed 5GB in one month, then charges of £22.05 per GB will be applied for each and every GB, or part thereof, of over usage.
2.8.1 The Client further agrees that they will only review footage using the NVR located on site, and not via the remote viewing app on any device.
- Pricing & Additional Costs
3.1 The price of the Products / Services shall be as set out in the Quotation.
3.2 The Company reserves the right, by giving you notice at any time before delivery of the Products and/or the commencement of the performance of the Services to increase the price of the Products and/or the Services to reflect any unforeseen increase in the costs of the Products or providing the Services due to any factor beyond our control, for example any foreign exchange fluctuation, currency regulation, alteration of duties, significant increase in the costs of labour, (National Minimum Wage Increase) Products or other costs of manufacture, any change in delivery date or quantities requested by the Client or any delay caused by any of your instructions or your failure to give us adequate information or instructions.
3.3 If during the provision of the Services, the Company install any extra telecommunications lines (or similar) the Client shall: a) not, and shall ensure that all other persons do not, use such lines other than as we direct and as is required for the provision by us of the Services provided by the Company; and b) Indemnify the Company from and against any and all telephone installation charges, rental charges and/or call charges incurred as a result of any breach of paragraph (a) above.
3.4 The Company reserves the right to make further charges should we or any of our personnel be called out to correct, maintain or repair any damage caused to the systems/ Products as a result of any Force Majeure or as a result of any act or omission of the Client, your agents, representatives or employees or as a result of any variation of the Services or any reinstallation or modification of the Products or the original design and/or layout for the installation of the Products which we make at your request at the following rates: (a) £295 for the first hour; and (b) £395 for a half day (4 hours) (c) £495 for a full day (above 4 hours to a maximum of 8 hours or part thereof) (d) Any extra products/equipment or materials which the Company supply in connection with providing those services will be charged at our applicable rate. All such sums shall be invoiced and payable in line with Condition 4.
3.5 All installation works allow for one days completion of the works for a 4-6 camera system. Anything over and above one day for completion of the installation will attract an additional charge, calculated using the following rates: £395 for half a day (4 hours) and £495 for a full day per man (maximum of 8 hours or part thereof). Any delays or restrictions not allowing engineers to progress is at the risk of the client should the install take longer than the allocated time. Site induction is part of the allocated time for install.
3.6 All 4 camera systems allow for 100 meters of cabling only. Therefore sites requiring any additional cable runs over and above this allowance will attract a £2 per meter charge.
3.7 All cable damage caused by site will be charged at £2 per meter replaced, or part thereof.
3.8 The Company reserve the right to make further charges should we or any of our personnel be called out to correct, maintain, inspect or arm/disarm any Virtual Product as the result of any Force Majeure or as a result of any act or omission of the Client, your agents, representatives or employees at the following rates: (a) Arming of Products for which the responsibility lies the Client, your agents, representatives or employees £150 per visit (b) Attendance to site following a loss of power, internet connection, damage to Products within the Clients control £150 per visit (c) Attendance to site as a result of act or omission of the Client, your agents, representatives or employees failure to notify the Company of out of hours access £150 per visit.
3.9 If the Client, its employees or representatives require additional security services, during the duration of the Contract these will be charged at an additional agreed rate and shall not affect the nature or duration of the existing Contract or Service unless agreed in writing by the Company.
3.10 All prices quoted by the Company will be exclusive of VAT at the current rate, which is payable to the Company.
- Invoicing and Payment Terms
4.1 The Company will invoice the Client at the agreed price of the Products and/or the Services on or at any time after commencement of the performance of the Services (including commencement of the installation of the Products) and in the case of Services which are to be provided over a period in excess of one month we shall render interim invoices at such reasonable intervals of not less than one month. If the Company is unable, due to any fault of the Client or of any third party, to perform the Services, the Company is entitled to invoice the Client for the price at any time after we notify you that we are ready to perform the Services (including installing the Products) in accordance with the Contract.
4.2 The Client must pay the price for the Products and/or the Services within 30 days of the date of the invoice notwithstanding that installation of the Products may not have taken place and/or that property in the Products has not passed to you or (as the case may be) that performance of the Services may not have been completed. The time of payment of the price shall be of the essence of the Contract.
4.3 If the Client fails to make any payment to the Company on the due date for that payment then, without prejudice to any other right or remedy available to us, we shall be entitled to: (a) cancel the Contract and/or repossess the Products or suspend any further performance of the Services (as the case may be); (b) appropriate any payment made by the Client to such of the Products and/or Services (or to Products supplied or Services performed under any other contract between you and us) as we may see fit (notwithstanding any purported appropriation by you); and (c) charge the Client interest (both before and after any judgment) on the amount unpaid at the maximum rate provided for under the Late Payment of Commercial Debts (Interest) Act 1998 together with compensation for late payment under the Late Payment of Commercial Debts (Interest) Act 1998 and the Regulations made thereunder.
4.4 All time sheets (whether signed by hand or approved digitally), delivery notes and engineering site visit reports signed by the Client, its employees or representatives at the Premises will deem works and Products for the period acceptable unless otherwise stated to the Company in writing prior to submission by the Client, its employees or representatives.
- Delivery, Commissioning & Provision of Services
5.1 We will perform the Services at the times and places agreed with the Client.
5.2 Any dates quoted for performance of the Services are approximate only and the Company shall not be liable for any loss or damage due to our failure to perform the Services promptly, or at all, howsoever caused. Time for performance shall not be of the essence of the Contract unless previously agreed with the Client in writing. Where possible, the Company shall be entitled to perform the Services in advance of the quoted date upon giving the Client reasonable notice.
5.3 If the Company fail to perform the Services for any reason other than any cause beyond our reasonable control or the Clients fault, and we are accordingly found to be liable to you, our liability shall be limited to the excess (if any) of the cost to you (in the cheapest available market) of obtaining services from a third party in substitution for those not performed by us over the price of the Services.
5.4 The Client must provide the Company, or our employees, agents and representatives with all information which we reasonably require to enable the effective provision of the Services.
5.5 The Client must make available or have made available to the Company, our employees, agents and representatives such access to the Premises and facilities as we, our employees, agents and representatives may in each case request to enable the Services to be performed promptly, properly and safely.
5.6 The Company carries out individual risk assessments on a daily basis to ensure our staff work safely on your premises. The Company do work at height and for certain tasks we consider ladder work to be acceptable and safe. This is assessed continually on a job by job basis. If the Clients policy on safety restricts or totally bans ladders from site and in order for us to work in line with your policy, alternative arrangements may have to be made such as MEWP, Cherry Pickers, Scaffold lifts etc. On these occasions the Company reserve the right to charge the Client accordingly.
5.7 Title in the Products shall not pass to the Client and the Company shall at all times retain ownership of the Products. Any transfer of ownership can only be agreed in writing by our Director, Lee Pargeter.
5.8 Risk of loss or damage to the Products shall pass to the Client at the time of supply or (if you fail to take delivery of the Products) the time when the Company have attempted to effect such supply.
5.9 Where the Company supply the Client with Products under the terms of the Contract, you shall: (a) use the Products only for their intended purpose and in accordance with any guidelines which we or any other person may produce in respect of them; (b) be responsible for loss of or damage to or caused by the Products and replace or repair the Products if so required by us; (c) insure the Products to their full replacement value with a reputable insurer and produce a copy of any such insurance policy on our reasonable request; (d) immediately give notice in writing to us of any material loss of or damage to the Products; (e) not charge or otherwise encumber the Products or permit any lien to be created or exercised on them; (f) allow us access to the Premises (or to any other premises upon which the Products may from time to time be situated) to inspect the Products at all reasonable times; (g) if so required allow us to indicate our ownership of the Products in any manner which we see fit; (h) keep the Products in your sole possession at the Premises in which we install them and not to sell, assign, sub-let or otherwise dispose of the Products or any interest in them or the benefit of any Contract nor remove or permit the removal of the Products; (i) indemnify us in respect of any claims made against us and all damages, costs and expenses suffered or incurred by us as a result of a third party claim arising out the state, condition or use of the Products; (j) if the Products shall become liable under any statutory enactment (whether local or public) to be altered or modified, immediately make the required alterations or modifications at your own expense; (k) be responsible for any loss or damage caused to the land and/or buildings to which the Products are affixed whether caused by such affixation or by their removal (whether we or you affix or remove them) and you shall indemnify us against any claim made in respect of such damage.
5.10 On the termination (for any reason) of any Contract under which Products are supplied the Client you shall forthwith return to the Company the relevant Products or allow us immediate, continued and unrestricted access to the Premises (or such other premises at which the Products may be situated) to enable us to repossess the same in each case in the same condition as they were supplied to you and indemnify us from and against any loss which we suffer or incur as a result of your failure to do so.
- Warranty & Liability of the Company
6.1 Subject to the Conditions set out below the Company warrant that the Products will be of satisfactory quality at the time of delivery and that the Services will be provided using reasonable care and skill.
6.2 Nothing in these Conditions is designed to, or will, exclude any liability which the Company have for any death or personal injury caused by our negligence.
6.3 Subject to the terms of Condition 6.2, the Company shall be under no liability under the warranty contained in Condition 6.1 (or any other warranty condition or guarantee): (a) if any part of the price for the Products and/or Services is not paid by the due date for payment; (b) for any defect in the Products or from any failure to provide satisfactory Services arising from any specification which you provide; (c) by reason of any representation or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract for any consequential loss or damage (whether for loss of profit or otherwise) costs expenses or other claims for consequential or economic loss whatsoever (and whether caused by the negligence of us, our employees or agents or otherwise) which arise out of or in connection with the supply of Services, Products their use or resale by you; (d) (nor shall we be deemed to be in breach of the Contract) by reason of any delay in performing or any failure to perform any of our obligations in relation to the Products and/or the Services if the delay or failure was due to any cause beyond our reasonable control; (e) in respect of any failure to provide the Services due to your failure adequately to fulfil the requirements of these Conditions particularly, without prejudice to the generality of the foregoing, Conditions 5.4 and/or 5.5; (f) for any loss of or damage to the Service Products if the Client is in breach of your obligations under clause 5.
6.4 Subject as expressly provided in these Conditions, all warranties, conditions or other terms implied by statute or common law are excluded to the fullest extent permitted by law.
6.5 The Client must notify the Company within 7 days from the date of delivery or (whether defect or failure was not apparent on reasonable inspection) within 7 days after discovery of any defect or failure of any of the Products, of any claim which you based on any defect in the quality, quantity or condition of the Products or their failure to correspond with specification (whether or not delivery is refused by you) or within 7 days of the date of completion or performance of the Services of any claim which you may have based on any defect in the Services. If delivery is not refused and the Company does not notify us accordingly, you shall not be entitled to reject the Products or the Services and you shall be bound to pay the price as if the Products had been supplied and/or the Services provided in accordance with the Contract.
6.6 Where any valid claim in respect of any of the Products or the Services arises in accordance with these Conditions which is based on any defect in the quality or condition of the Products or their failure to meet specification or in any defect in quality of the Services, the Company shall be entitled to replace the Products (or the part thereof in question) or (as the case may be) remedy any defective Services free of charge or, at our sole discretion, to refund to you the price for the Products and/or (as the case may be) the Services (or a proportionate part of the price), we shall have no further liability to the Client.
6.7 Without limiting the generality of the remaining provisions of this condition 6, the Products and the Services are not designed to, and the Company do not warrant or guarantee that they will, eliminate any risk to the Client or any other person, to the Clients or any other person’s property or to the Premises. In particular: (a) the Company do not warrant, represent or guarantee that the Products or the Services or any part of them are unable to be and will not be bypassed, compromised, neutralised or otherwise rendered inoperative by trespassers, intruders, you or your employees, agents or representatives or any other unauthorised persons or by an event of Force Majeure or by any other event outside our control. The Company shall not be liable for any loss or damage suffered by you or any other person as a result of any such bypass, compromise, neutralisation, in operation or notified isolation of cameras and: (b) Products do not include the provision of personnel at the Premises or any other premises at which the Products may be installed and will be limited to remote monitoring by motion/heat alarm notification for risks where applicable. The Company will not be liable for any loss or damage suffered or incurred by any person which is caused following or as a result of any circumstance about which we notify the emergency services and/or nominated keyholders and/or any other authorised person (as the case may be).
6.8 The Client is solely responsible for insuring the Premises and all items of whatever nature at the Premises from time to time. The Company will not be liable for any loss or damage caused to any property as a result of your failure to insure it, whether adequately or at all.
6.9 Without limiting the generality of Condition 6.8, the Client shall ensure that there are in place in respect of the Premises product, employer’s and public liability insurance policies in such amounts and on such terms necessary to cover: (a) any employees, agents and/or representatives of the Company who may attend the Premises to perform the Services or to install, remove, maintain, check or otherwise deal with the Products; and (b) loss or damage to any property of the Company (including the Products) left on the Premises.
6.10 Notwithstanding the provisions of any other Condition, the Client will indemnify and keep the Company indemnified from and against all loss, liability, costs, damages, costs and/or expense which we may suffer or incur as a result of any death or injury to any of our employees, agents or representatives while attending the Premises and/or loss or damage to our property (including the Products) at the Premises.
6.11 Where a broadband connection or Company network is provided by the Client for Products responsibility lies with you to ensure there is no delay in alarms being received due to Company firewalls, internal networks or other security settings which may impede, delay or block the receiving of alarms by the Company monitoring station.
6.12 Where the Company supplies a 3G/4G connection the Company will endeavour to supply the best service provider in that area. The Company cannot be held responsible for any loss resulting from the connection speed or any failure in connection from the 3G/4G supplier which could result in a delayed alarm or lost connection.
- Liquidation or Financial Instability
7.1 This Condition applies if: (a) the Client makes any voluntary arrangement with your creditors (whether formal or informal) or becomes bankrupt or goes into liquidation; or (b) a receiver or administrator is appointed over any of the Client’s business, property or assets; or (c) the Client cease to carry on business; or (d) the Company reasonably apprehend that any of the events mentioned above is about to occur and notify the Client accordingly.
7.2 If this Condition applies then: (a) the Company shall be entitled to cancel the Contract and/or repossess the Products or to suspend any further deliveries of the Products and/or performance of the Services under the Contract without any liability to the Client; (b) if the Products have been delivered or Services have been performed but not paid for the price (or such price as reflects the value of the Products or Services supplied) shall become immediately due and payable notwithstanding any previous agreement or arrangement to the contrary; (c) the Client shall immediately return the Products and/or allow the Company onto the premises where the Products are situated and allow us to remove them.
- Assignment of Contract
8.1 The Client shall not assign the Contract or any rights accruing under it without prior written consent from the Director of the Company, Lee Pargeter.
8.2 The Company shall be entitled at our sole discretion and without giving the Client any prior notice to: (a) assign, transfer or otherwise dispose of our rights under any Contract; and (b) delegate, sub-contract or outsource any or all of the Services (or any part of them) in each case to any person as we shall see fit at any time.
- Intellectual Property
9.1 All and any documents, data, or other material (including the copyright, design right or other intellectual property in them) provided by the Company to the Client during the provision of and/or relating to the Services shall, unless otherwise agreed in writing between the Company, remain our property.
9.2 All specifications, photographs, illustrations and other material produced by the Company in the supply of the Products or in the provision of Services and all reference to weights, measurements and other technical details contained in such Products are all provided for identification purposes only and are intended to be approximate. The Company shall not be liable for loss suffered by the Client as a result of your reliance on such Products or details.
- Terms of Notification
10.1 Any notice to be given under these Conditions shall be delivered by hand or sent by first class post to the usual address or registered office of the addressee or to such other address in Great Britain as the intended recipient may from time to time have notified to the other party for the purpose of this clause or sent by email transmission.
10.2 Notice shall be deemed to have been received: (a) if sent by first class post 24 hours after posting; (b) if delivered by hand on the day of delivery; (c) if sent by email at the time of transmission.
10.3 The Client must notify the Company in the event of the engagement of a current or former security officer, engineer, cleaner or other worker (“Worker”) introduced by the Company. This notification is applicable: (a) whether the engagement is for a definite or indefinite period (b) even if the Worker has become incorporated as a business in the form of a limited Company.
The engagement of the Worker or limited Company renders the Client subject to payment to the Company of an introduction fee (18.5% based on the annual gross taxable employment payable by the Client to the Worker or limited Company) provided that the engagement takes place within a period of six months of the introduction of the Worker or limited Company.
No refund of the introduction fee will be made by the Company to the Client in the event of the subsequent termination of any such engagement where the ability and suitability of the individual or limited Company is already proven.
- Force Majeure
11.1 The Company shall not be in breach of the Contract or otherwise liable to the Client by reason of any delay in performance or any non-performance of any of our obligations under the Contract to the extent that such delay or non-performance is due to any event of Force Majeure and the time of performance of that obligation shall be extended accordingly.
11.2 The Client accepts that due to the nature of Manned Products services such as keyholding and mobile response are shared services and as such the Company cannot be held liable for any delay in incident attendance caused whilst engaged on another Client’s site for the same service.
11.3 The Company reserves the right to vary any of the Manned Products or Services which it is obliged to supply under the contract in accordance with special circumstances including (but not limited to) illness, holidays, unsociable hours, geographical or other circumstances giving rise to exceptional difficulty. The Company will only change the labour service if the persons are qualified to undertake the tasks, activities or work they are required to carry out.
11.4 If the event of Force Majeure in question prevails for a continuous period in excess of 2 months the Contract automatically terminates.
- Digital Resources
12.1 The content of the pages of this document is for the Client’s general information and use only. It is subject to change without notice.
12.2 Neither the Company nor any third parties provide any warranty or guarantee as to the accuracy, timeliness, performance, completeness or suitability of the information and materials found or offered in this document for any particular purpose. The Client acknowledges that such information and materials may contain inaccuracies or errors and the Company expressly exclude liability for any such inaccuracies or errors to the fullest extent permitted by law.
12.3 The Clients use of any information or materials in this document is entirely at your own risk, for which the Company shall not be liable. It shall be the Client’s own responsibility to ensure that any products, services or information available meet your specific requirements.