Terms & Conditions

INTERPRETATION
1. In these Conditions:

Agreement: this agreement made between Link and the Customer for the provision of the Services made on and subject to the Particulars and these Conditions;

Alarm Receiving Centre: the location to which signals are transmitted from the System and are monitored;

Applicable Laws: all applicable laws, statutes, regulations and codes from time to time in force;

Conditions: these Terms & Conditions and Condition means an individual condition or term of these Conditions;

Commencement Date: the Commencement Date set out in the Particulars;

Controller, processor, data subject, personal data, personal data breach, processing and appropriate technical measures: as defined in the Data Protection Legislation;

Customer: the Customer identified in the Particulars;

Customer Materials: all documents, information, items, materials and databases in any form, whether owned by the Customer or a third party, which are provided by the Customer to Link in connection with the Services;

Data Protection Legislation: the UK Data Protection Legislation and any other European Union Legislation relating to personal data and all other legislation and regulatory requirements in force from time to time which apply to a party relating to the use of personal data (including, without limitation, the privacy of electronic communications) and the guidance and codes of practice issued by the relevant data protection or supervisory authority and applicable to the party;

Defect: a defect in the System resulting from faulty workmanship, faulty materials or fair wear and tear;

Emergency Response Procedure: the procedures that the relevant emergency service or other authority undertake when the Alarm Receiving Centre notifies them that an alarm signal has been received from the System;

Expiry Date: the expiry date of the Term;

Intellectual Property Rights: patents, utility models, rights to inventions, copyright and neighbouring and related rights, moral rights, trade marks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) 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

Keyholder: the person the Customer has chosen to hold the keys for the Site Location and to attend at the Site Location if notified that an alarm signal has been received by the Alarm Receiving Centre from the System;

Link: Integrated Security Solutions Limited (Company No. 9948248);

Link Responce™ Service Care Programme: the Link Responce™ Service Care Programme provided to the Customer prior to or at the date of this Agreement setting out the particulars of the Service Criteria and the Standard Core Components and the Unique Enhanced Core Components;

Particulars: the Particulars of this Agreement set out on page 1;

Quotation: Link’s written quotation for the provision of the Services (if any);

Services: any of the installation, maintenance or monitoring services to be provided by Link as identified in the Particulars as each of the same is described in the Link Responce™ Service Care Programme;

Service Charges: the Annual Service Charges as set out in the Particulars including for the avoidance of doubt the System Assessment Charge identified in the Particulars;

Service Criteria: the Service Criteria set out in the in the Link Responce™ Service Care Programme;

Site Location: the Site Location or locations of the Systems identified in the Particulars at which the Services will be provided;

Specification: the Specification for the System as produced by or approved in writing by Link (if any);

Standard Core Component: the core service components (each of which is described in the Link Responce™ Service Care Programme) which are identified in the Particulars and which are to be provided as part of the Services

System: the Customer’s security system or systems as fully particularised in the Quotation in relation to which the Services are to be provided;

Term: the term during which Link will provide the Services as set out in the Particulars;

UK Data Protection Legislation: all applicable data protection and privacy legislation in force from time to time in the UK including the General Data Protection Regulation ((EU) 2016/679); the Data Protection Act 2018; the Privacy and Electronic Communications Directive 2002/58/EC (as updated by Directive 2009/136/EC) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended; and

Unique Enhanced Core Components: the Unique Enhanced Core Components (each of which is described in the Link Responce™ Service Care Programme) which are identified in the Particulars by reference to the following key and which are to be provided as part of the Services.

4 hour response
additional planned service visit
annual training
all parts
all labour
enhanced monthly reporting
web manager
remote system manager
camera audit manager
remote agent
temperature alert.
1. The headings in these Conditions are for convenience only and shall not affect their interpretation.
2. In these Conditions references to any statute or statutory provision shall, unless the context otherwise requires, be construed as references to that statute or statutory provision as form time to time amended, consolidated, modified, extended, re-enacted or replaced.
3. In these Conditions references to the masculine include the feminine and the neuter and to the singular include the plural and vice versa as the context admits or requires.

APPLICATION OF TERMS
1. Subject to any variation under Condition 2.3 the Agreement will be on these Conditions to the exclusion of all other terms and conditions (including any terms or conditions which the Customer purports to apply under any purchase order, confirmation of order, specification or other document).
2. No terms or conditions endorsed upon, delivered with or contained in the Customer’s purchase order, confirmation of order, specification or other document will form part of the Agreement.
3. Any variation to these Conditions and any representations about the Services shall have no effect unless expressly confirmed in writing and signed by the Managing Director of Link. Nothing in this Condition will exclude or limit Link’s liability for fraudulent misrepresentation.
4. No order or request for the supply of Services placed by the Customer shall be deemed to be accepted by Link until a written acknowledgement of such order or request is issued by Link or (if earlier) Link performs the Services.
5. The Customer must ensure that the terms of its order or request and any applicable specification are complete and accurate.
6. Any Quotation is given on the basis that no contract will come into existence until Link despatches an acknowledgement of order to the Customer. Any Quotation is valid for a period of 30 days only from its date, provided that Link has not previously withdrawn it.
SYSTEM
1. The System is designed to reduce the risk of loss or damage to the Site Location so far as this can be reasonably achieved by such System. Link does not guarantee or warrant that the System cannot be removed, tampered with or prevented from working by the Customer or an unauthorised person and in the event that this happens Link is not responsible for any losses suffered directly or indirectly by the Customer.
2. Link does not guarantee or warrant that losses or injuries will be prevented by using the System; or that the System will not be subject to Defects.
3. Link shall use all reasonable endeavours to deliver to and/or install the equipment at the Customer’s Site Location as specified in the Particulars.
4. Delivery shall be deemed to be completed at the time Link completes the delivery and/or installation of the equipment at the Customer’s Site Location.
5. If the Customer, or any employee, agent or customer of the Customer, prevents or delays the delivery and/or installation of the equipment by Link, then Link shall be entitled to retain and store the equipment until the parties can agree (such agreement not to be unreasonably withheld or delayed) a new date for delivery and/or installation of the equipment and shall be entitled to charge the Customer for all related time, costs and expenses (including insurance) incurred by Link as a result.
TITLE AND RISK
1. Where Link are to deliver any equipment in accordance with this Agreement, risk shall pass to the Customer on deliver of such equipment.
2. Title to any equipment referred to in Condition 4.1 shall not pass to the Customer until Link receives payment in full (in cash or cleared funds) for such equipment due to Link from the Customer pursuant to this Agreement.
3. Until title to the equipment has passed to the Customer, the Customer shall:
  1. (where Link are not to install such equipment) store the equipment separately from all other goods held by the Customer so that the equipment remains readily identifiable as Link’s property;
  2. not remove, deface or obscure any identifying mark or packaging on or relating to the equipment; and
  3. maintain the equipment in satisfactory condition and keep the equipment insured on Link’s behalf for its full price against all risks with an insurer that is reasonably acceptable to Link. The Customer shall obtain an endorsement of Link’s interest in the equipment on its insurance policy, subject to the insurer being willing to make the endorsement. On request, the customer shall allow Link to inspect the equipment and the insurance policy.
4. Subject to Condition 4.5, the Customer may use the equipment in the ordinary course of its business (but not otherwise) before Link receives payment for the equipment.
5. If, before title passes to the Customer, the Customer becomes subject to any of the events listed in Condition 17.3, then, without limiting any other right or remedy Link may have:
  1. Link may at any time:
    1. require the Customer to deliver up the equipment in its possession; and
    2. if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the relevant equipment is stored to recover them.
RECOMMENDATION
1. Due to the purpose of the System and the limits and exclusions on Link’s liability in these Conditions, Link recommends that the Customer takes out insurance to cover any losses the Customer may suffer as a result of the failure of the System to achieve its purpose.
2. Link recommends that the Customer uses a single telephone line for the System and that the Customer uses an advanced signalling system that is designed to detect line faults, cuts or tampering with the telephone line.
TERM
1. Subject to these Conditions, the Agreement shall commence on the Commencement Date and shall continue until the Expiry Date and thereafter unless terminated in accordance with Condition 17.
2. Where the Services to be provided include Monitoring Services there may be a delay in the commencement of the Monitoring Services following the Commencement Date while:
  1. the telecommunication links between the System and the Alarm Receiving Centre are installed and activated; and
  2. the registration period set by the relevant emergency service or other authority is completed to their satisfaction, and during this period Links’ ability to respond to alarm signals received from the System at the Alarm Receiving Centre will be limited.
SERVICES
1. Link shall use all reasonable endeavours to provide the Services to the Customer subject to this Agreement.
2. Link shall use reasonable endeavours to meet any performance dates agreed by the parties in connection with this Agreement, but any such dates shall be estimates only and time for performance by Link shall not be of the essence
3. In the event that any additional equipment is acquired by the Customer during the Term in respect of which the Customer wishes Link to provide the Services then this may be done subject to the agreement of Link and the Service Charge (or relevant portion of it) may at the discretion of Link be increased to take account of any such additional equipment.
4. Link may at any time without notifying the Customer make any changes to the Services which are necessary to comply with any applicable safety or other statutory regulations or requirements, or which do not materially affect the nature or quality of the Services.
5. In carrying out any repair or replacement of any part of the System, Link shall not be obliged to use new parts and shall be entitled, at its sole discretion, to use reconditioned parts.
CUSTOMER OBLIGATIONS
1. The Customer shall:
  1. ensure the System is operated using suitably earthed AC electrical supply points at the Customer’s expense;
  2. notify Link as soon as it is aware, or reasonably ought to be aware, of any Defect;
  3. allow Link access to the Site Location at all reasonable times in order to provide the Services and use best endeavours to ensure that the Site Location is safe and without risk for Link’s employees and agents and notify Link of the location of any concealed wires pipes and about any known risks or hazards present at the Site Location;
  4. inform Link of all health and safety and security requirements that ally at the relevant Site Location at least 48 hours prior to any agreed delivery, installation, maintenance and/or Services inspection date;
  5. provide such information, and updates when appropriate, as Link may reasonable request about the Site Location and the Keyholders in relation to the System;
  6. notify the Keyholders that Link will contact them and may need to write to them;
  7. obtain (at its own cost) all necessary approvals, consents or permissions of the fire service or police or any other relevant authority that are required to allow Link to provide the Services;
  8. make (at its own cost) any agreement with the fire service or police or any other relevant authority that is required to allow Link to provide the Services;
  9. comply with the terms of and maintain in force all approvals, consents or permissions of or any agreement made with the fire service or police or any other relevant authority and notify Link immediately in the event that any such approvals, consents or permissions or any such agreement is suspended terminated or is otherwise no longer effective or in force; and
  10. co-operate with and follow all reasonable instructions or guidance issued by Link in respect of or in accordance with the Services and/or this Agreement.
2. If Link’s performance of its obligations under this Agreement is prevented or delayed by any act or omission of the Customer, its agents, subcontractors, consultants or employees, then, without prejudice to any other right or remedy it may have, Link shall be allowed an extension of time to perform its obligations equal to the delay caused by the Customer.
EXCLUDED SERVICES
1. The Services are strictly limited to the Services identified in the Particulars and the Service Criteria relating to such Services or any Specification or Quotation given by Link and unless otherwise agreed in writing by Link do not include:
  1. preparation of risk and method statements;
  2. provision of a second engineer to complete works;
  3. repairs or replacement of the System (or part of it) if any spare part required for the Services is obsolete or unavailable for whatever reason;
  4. repair or replacement of the System that is in the opinion of Link beyond economic repair;
  5. maintenance service to consumable items including without limitation hard disk drives, lamps, led arrays, power supplies and batteries or other similar items;
  6. services in respect of a Defect resulting from:
    1. electrical or other external cause (other than fair wear and tear) including: any fault; failure or fluctuation in the electricity or telecommunications service supply; abnormal physical or electrical stress, faults or fluctuations; failures of air conditioning or humidity control equipment; vibrations or other abnormal environmental conditions;
    2. transportation, installation or removal of the System (except where carried out by on or behalf of Link);
    3. failure of the Customer to operate or routinely maintain or adjust the System in accordance with Link’s or the manufacturer’s oral or written instructions including instructions as to storage, commissioning, use or maintenance (including neglect or misuse of the System and use of incorrect consumable items); or
    4. alterations, repairs, adjustments or modifications to the System by or on behalf of the Customer which shall include the connection or addition of devices to the System.
2. Link shall not be obliged to provide Services if the Customer:
  1. fails to notify Link of a defect within 48 hours of becoming aware of a Defect;
  2. fails to notify Link of a Defect which it is or ought to be aware;
  3. continues to use the System (or part of it) that is affected by a Defect without the written approval of Link.
3. If Link determines that any defect is a result of any of the matters referred to in Conditions 9.1 and 9.2 above and is required to provide services in respect of any such matter then Link may make charges for labour, materials and call out plus VAT in addition to the Service Charges at its standard rates from time to time in force.
EXISTING SYSTEMS
1. Where Link agrees to supply any of the Services in respect of the Customer’s existing System:
  1. unless the Customer notifies Link in writing, Link shall assume that the System and the wiring and cabling relating to it already comply with all applicable standards and are in full working order;
  2. if the Customer wishes Link to carry out a test of the System, Link will give a separate quotation detailing any repairs or maintenance required to ensure that the System complies with all applicable standards and is in full working order;
  3. if an initial test is not carried out:
    1. 10.1.3.1.Link cannot confirm that the System is in full working order;
    2. 10.1.3.2.Link reserves the right to carry out a full test of the System at any time and to give the Customer a quotation as detailed in Condition 10.1.2 above;
  4. Link is only obliged to inspect part of a fire system during routine visits and as a consequence all parts of a fire system may not be inspected until 12 months have elapsed from the Commencement Date;
  5. Link will not be able to confirm that cables and wiring that have been installed within the fabric of the Site Location, or buried underground, conform to all applicable standards;
2. If Unique Enhanced Core Component 4 (all parts) and/or 5 (all labour) is agreed to be provided for a System not installed by Link, and such System needs repair or maintenance in order to achieve and/or maintain full working order within the first 60 days of the Term, then Link shall be entitled to charge the Customer for undertaking such repair or maintenance in addition to the Service Charge for such period of the Term.
INTELLECTUAL PROPERTY RIGHTS
1. Link shall retain ownership of all Intellectual Property Rights in any and all equipment supplied under this Agreement and the Services (excluding the Customer Materials).
2. Link grants the Customer, or shall procure the direct grant to the Customer of, a fully paid-up, nationwide, non-exclusive, royalty free licence during the term of this Agreement to use the equipment and/or Services (excluding the Customer Materials) for the sole purpose of receiving and using the Services in its business.
3. The Customer shall not sub-licence, assign or otherwise transfer the rights granted in Condition 11.2.
4. In relation to the Customer Materials, the Customer:
  1. and its licensors shall retain ownership of all Intellectual Property Rights in the Customer Materials; and
  2. grants Link a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and modify the Customer Materials for the term of this Agreement for the purpose of providing the Services to the Customer.
5. Link:
  1. warrants that the receipt and use of the Services by the Customer shall not infringe, so far as Link is aware, the rights, including Intellectual Property Rights, of any third party; and
  2. shall not be in breach of the warranty at Condition 11.5.1, to the extent the infringement arises from:
    1. the use of the Customer Materials in the development of, or the inclusion of the Customer Materials in the Services;
    2. any modification of the Services, other than by or on behalf of Link; and
    3. compliance with the Customer’s specification or instructions.
6. The Customer:
  1. warrants that the receipt and use of the Customer Materials in the performance of this Agreement by Link shall not infringe the rights, including any Intellectual Property Rights, of any third party; and
  2. shall indemnify Link in full against all liabilities, costs, expenses, damages and losses (including 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 Link arising out of or in connection with any claim brought against Link, its agents, subcontractors or consultants for actual or alleged infringement of a third party’s Intellectual Property Rights arising out of, or in connection with, the receipt or use in the performance of this Agreement of the Customer Materials.
SERVICE CHARGES AND ADDITIONAL CHARGES
1. The prices to be paid by the Customer for any equipment to be supplied pursuant to this Agreement shall be Link’s list price notified to the Customer by Link from time to time.
2. If Link provides any equipment that is outside the scope of this Agreement, it shall be entitled to charge for such additional equipment at its usual rates.
3. Link shall submit its invoice for any equipment in advance of delivery and/or installation of such equipment.
4. The Customer shall pay the full amount invoiced to it by Link in accordance with Condition 12.3 in pounds sterling within 14 days of the date of invoice to a bank account nominated in writing by Link.
5. Unless otherwise agreed in writing, the Service Charges plus VAT shall be paid in the manner identified in the Particulars via standing order clearing the 1^st day of the month.
6. The Service Charge plus VAT and any additional charges plus VAT to the Service Charges shall be paid prior to the Services to which they relate being carried out or if credit terms are agreed to by Link paid within 30 days of the date of Link’s invoice relating to such additional charges. The Service Charge will be invoiced in advance in the manner set out in the Particulars from the Commencement Date, unless otherwise agreed in writing by the Managing Director of Link.
7. The Service Charges may be increased on one or more occasions by Link giving 30 days notice in writing at any time following the first anniversary of the Commencement Date.
8. Time for payment of the Service Charges and any additional charges shall be of the essence.
9. No payment shall be deemed to have been received until Link has received cleared funds.
10. All payments shall become immediately due and payable on the termination of the Agreement despite any provision to the contrary.
11. If this Agreement is brought to an end under Condition 17, the following will apply;
  1. the Customer shall immediately pay to Link all of Link’s outstanding unpaid invoices and interest and, in respect of the Services supplied (including any additional expenses incurred by Link in connection with providing such Services in accordance with this Agreement) but for which no invoice has been submitted, Link may submit an invoice, which shall be payable immediately on receipt;
  2. the Customer shall pay any further telecommunications charges charged to Link in relation to the System and/or the monitoring of it where Link is unable to obtain a refund;
  3. If the Customer has already paid Link more than the amounts due under Conditions 12.8.1 and 12.8.2 Link will refund any overpayment.
12. If payment is not made on the due date, Link shall be entitled, without limiting any other rights it may have, to charge interest on the outstanding amount pursuant to the Late Payment of Commercial Debts (Interest) Act 1998.
13. All payments payable to Link pursuant to the Agreement shall be paid without any deduction whether by way of set-off, counter-claim, discount, withholding, abatement or otherwise unless required by law or the Customer has a valid court order requiring an amount equal to such deduction to be paid by Link to the Customer.
14. Link may make charges for labour, materials and call out plus VAT in addition to the Service Charges at its standard rates from time to time in force in the event that:
  1. Link is required to provide any services that are not included in the Services;
  2. faults are caused by the Customer or any other person, thing or event which Link could not reasonably be expected to prevent;
  3. the Specification or Quotation states that there will be an additional charge;
  4. the Customer requests Link to attend the Site Location outside normal working hours, unless this is covered by the Services the Customer has chosen;
  5. the Customer requests Link to change the System or Link needs to change it because of changes in or at the Site Location.
  6. the Customer breaks one of the Conditions of the Agreement;
  7. any replacements, repairs or modifications to the System are needed but are not covered by the Services or are needed as a result of a change in a relevant standard or regulation governing the System;
  8. the Customer request Link not to carry out tests on any part of the System which involves additional work;
  9. the storage vessels which form part of the extinguishing part of the system need testing, handling, transportation, recharging and reinstalling;
  10. 12.14.10.the external wiring at the Site Location, or any wiring installed within the fabric of the Site Location or buried underground prior to the start date, needs inspecting, repairing or replacing;
  11. 12.14.11.the System needs inspecting, resetting, reprogramming, repairing or replacing in circumstances where:
    1. the Customer or its Keyholder or someone else has failed to follow operating instructions, has not locked, closed or secured a window, door or other protected point, accidentally triggered the alarm, has not used or adjusted the CCTV, other equipment or components properly or has interfered with the System;
    2. the Customer, or equipment or devices which Link has not supplied has caused a false alarm or a failure of the System;
    3. the Customer’s actions or failures, or those of anyone else other than Link means Link needs to inspect of make repairs or replace any part of the System;
    4. rodents, other animals or insects cause damage to or activation of the System;
    5. there is a problem on the telephone line or connection;
    6. there have been fluctuations or failure in the mains electricity supply or where there has been a corruption or failure of the transmission network;
    7. the activation of a circuit breaker affects the power supply to any part of the System;
    8. any computer, IT network, lighting system or the infrastructure or facility provided by the Customer or others which is connected to the System fails, is corrupted or is obsolete;
    9. the Customer installs software upgrades or any other software on any computers and/or networks connected to the System;
    10. adverse weather conditions or adverse industrial atmosphere cause damage to or activation of the System;
    11. a full insulation or continuity test of wiring is required; or
    12. extinguishing liquids or gas or propellant cartridges are discharged for whatever reason;
    13. Link is required to undertake any work involving carpet laying, concealing cables, redecorating, replastering, building or carpentry work.
    14. the Customer does not provide full co-operation and/or full access to the areas where Link’s engineers carry out the Services;
    15. any interruptions or delays caused by the Customer, its staff, customers or others; or
    16. the installation of the System will not be completed within a three month period from the Commencement Date, Link may increase the Service Charges where Link’s material and labour costs increase after the date the Quotation or Specification was agreed or this Agreement signed. The increase will be calculated using a formula or indices appropriate to the security industry.
15. Where the installation of the System continues for more than one month, Link reserves the right to submit progress or interim request for payment of the Service Charges based on the amount of work completed and/or the amount of equipment delivered to the Site Location.
16. Where Link’s Specification and Service Charges are prepared to comply with a tender or specification prepared by the Customer or by a third party, or to comply with a relevant standard, Link’s Specification and Service Charges will have been prepared in good faith, relying on Link’s interpretation of the tender, specification or standard, and if the Customer seeks to impose a different interpretation, which affects Link’s Specification, Link reserves the right to increase its charges.
17. Link reserves the right to charge the Customer for the hiring of any access equipment that is required to provide the Services and to comply with safety requirements. Link will seek approval on costs to be incurred by the Customer prior to hiring of suitable access equipment.
18. All sums payable to Link under this Agreement shall be paid in pounds sterling.
QUALITY
1. Where Link is not the manufacturer of any goods supplied in connection with the Services Link may endeavour, but shall not be obliged, to transfer to the Customer the benefit of any warranty or guarantee given to Link in respect of such goods.
2. Link warrants that (subject to the other provisions of these Conditions) the Services will be performed using reasonable skill and care.
3. Link shall not be liable for a breach of the warranty set out in Condition 13.2 unless/or if:
  1. the Customer gives written notice of any defect to Link within 30 days of the time when the Customer discovers the defect or ought to have discovered the defect;
  2. Link is given a reasonable opportunity after receiving notice of such defect of inspecting the evidence of the defect;
  3. the defect arises because the Customer failed to follow Link’s oral or written instructions as to the use of the System or if the Customer has, in the opinion of Link (at its sole discretion), failed to adopt good trade practice(s) in connection with the Services;
  4. the Customer alters, repairs or services the System without the written consent of Link.
4. Subject to Condition 13.3 if the Services do not conform with the warranty given in Condition 13.2 Link may re-perform such Services or replace the defective part thereof or re-fund the price of such Services at the pro rata contract rate.
5. If Link complies with Condition 13.4 it shall have no further liability for a breach of the warranty in Condition 13.2 in respect of such Services.
DATA PROTECTION
1. Both parties will comply with all applicable Data Protection Legislation. This Condition 14 is in addition to, and does not relieve, remove or replace, a party’s obligations under the Data Protection Legislation.
2. The parties acknowledge that for the purposes of the Data Protection Legislation, the Customer is the controller and Link is the processor for the term of this Agreement.
3. Without prejudice to the generality of Condition 14.1, the Customer will ensure that it has all necessary appropriate consents and notices in place to enable lawful transfer of the personal data to Link for the duration and purposes of this Agreement.
4. Without prejudice to the generality of Condition 14.1, Link shall, in relation to any personal data processed in connection with the performance by Link of its obligations under this Agreement:
  1. process that personal data only on the documented written instructions of the Customer unless Link is required by Applicable Law to otherwise process that personal data. Where Link is relying on the laws of a member of the European Union or European Union law as the basis for processing personal data, Link shall promptly notify the Customer of this before performing the processing required by the Applicable Law unless the Applicable Law prohibits Link from so notifying the Customer;
  2. ensure that it has in place appropriate technical and organisational measures, to protect against unauthorised or unlawful processing of personal data and against accidental loss or destruction of, or damage to, personal data, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures;
  3. ensure that all personnel who have access to and/or process personal data are obliged to keep the personal data confidential; and
  4. not transfer any personal data outside of the European Economic Area unless the prior written consent of the Customer has been obtained and the following conditions are fulfilled:
    1. 14.4.4.1.the Customer or Link has provided appropriate safeguards in relation to the transfer;
    2. 14.4.4.2.the data subject has enforceable rights and effective legal remedies;
    3. 14.4.4.3.Link complies with its obligations under the Data Protection Legislation by providing an adequate level of protection to any personal data that is transferred; and
    4. 14.4.4.4.Link complies with reasonable instructions notified to it in advance by the Customer with respect to the processing of the personal data;
  5. assist the Customer, at the Customer’s cost, in responding to any request from a data subject and in ensuring compliance with its obligations under the Data Protection Legislation with respect to security, breach notifications, impact assessments and consultations with supervisory authorities or regulators;
  6. notify the Customer without undue delay on becoming aware of a personal data breach;
  7. at the written direction of the Customer, delete or return personal data and copies thereof to the Customer on termination of the agreement unless required by Applicable Law to store the personal data; and
  8. maintain suitable records and information to demonstrate its compliance with this Condition 14.
LIMITATION OF LIABILITY
1. The System is designed to reduce the risks of loss or damage to the Customer and the Site Location so far as this can reasonably be done by the use of this type of equipment.
2. Subject to Condition 13, the following provisions set out the entire financial liability of Link (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer in respect of:
  1. breach of these Conditions and the Agreement; and
  2. any representation, statement or tortious act or omission including negligence arising under or in connection with the Agreement.
3. All warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from the Agreement.
4. Nothing in these Conditions excludes or limits the liability of Link for death or personal injury caused by Link’s negligence or fraudulent misrepresentation.
5. Subject to Conditions 15.2 to 15.4:
  1. Link’s total liability in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of the Agreement shall be limited to an amount equal to the Service Charges paid by the Customer in the period of 12 months immediately prior to the date of the event giving rise to the relevant liability; and
  2. Link shall not be liable to the Customer for:
    1. 15.5.2.1.any indirect or consequential loss;
    2. 15.5.2.2.loss of profits;
    3. 15.5.2.3.loss of sales or business;
    4. 15.5.2.4.loss of agreements or contracts;
    5. 15.5.2.5.loss of anticipated savings;
    6. 15.5.2.6.loss of use or corruption of software, data or information;
    7. 15.5.2.7.loss of or damage to goodwill;
    8. 15.5.2.8.costs or expenses incurred; or
    9. 15.5.2.9.other claims for consequential compensation whatsoever (howsoever caused),

which arise out of or in connection with the Agreement;

1. Subject to Condition 15.4, Link shall not be liable for:
  1. any losses in relation to a System installed at the Site Location prior to the Commencement Date arising before the completion of Link’s first routine inspection visit;
  2. any losses in relation to a System during the first 12 months following the Commencement Date as a result of part of a fire System which has not been inspected by Link;
  3. any losses in relation to a System during a period of delay referred to in Condition 6.2 in respect of any part of the Services which Link is not then able to provide;
  4. loss due to the acts of neglect of any other person including the Customer, the provider of the telephone line, Redcare or other type of communication technology, a police, fire or other authority or individual. None of these are Link’s agent for any purpose;
  5. delays in interruptions or suspensions in providing the Services, which are due to any other person (including the Customer), thing or event which Link could not reasonably be expected to prevent;
  6. loss due to the fact that equipment or cabling not supplied by Link is connected to or installed near to the System;
  7. losses resulting from:
    1. 15.6.7.1.the police, fire or other authority failing to act in accordance with emergency response procedure(s);
    2. 15.6.7.2.a signal transmitted to the Alarm Receiving Centre not being received by Link for reasons beyond Link’s control;
    3. 15.6.7.3.the failure of any cables or wiring installed within the fabric of the premises or buried underground prior to the Commencement Date;
    4. 15.6.7.4.the activation of a circuit breaker which affects the power supply to any part of the System; or
    5. 15.6.7.5.any other cause beyond Link’s reasonable control and not caused by Link’s lack of reasonable care;
  8. losses outside the purpose of the System set out in Condition 3;
  9. where equipment is damaged or lost in transit, unless the Customer notifies Link in writing within 10 days from the date of despatch of the equipment to the Site Location; or
  10. Damage unavoidably caused to decorations, fittings and the like at the Site Location as a result of the installation of the System or Link providing the Services.
2. Link’s responsibility ends if the Agreement is brought to an end or the Services are suspended under Condition 16. Link is not responsible if Link chooses to leave its equipment at the Site Location after this Agreement has ended.
SUSPENSION
1. If at any time during the Term or any continuation of it there is any sum due to Link from the Customer that is overdue Link shall, without liability for non-performance, be entitled to suspend performance of its obligations pursuant to the Agreement until such time as all such sums have been paid in full in cleared funds.
TERM & TERMINATION
1. Unless and until terminated by the Customer in accordance with this Condition the Term shall continue following the Expiry Date.
2. Either party shall be entitled to terminate the Agreement at any time by giving 90 days written notice to the other to expire on or at any time after the Expiry Date.
3. Link shall have the right at any time by giving notice in writing to the Customer to terminate the Agreement forthwith if:
  1. the Customer commits a breach of any of the terms and conditions of the Agreement;
  2. any distress, execution or other process is levied upon any of the assets of the Customer;
  3. the Customer has a bankruptcy order made against him or makes an arrangement or composition with his creditors, or otherwise takes the benefit of any statutory provision for the time being in force for the relief of insolvent debtors, or (being a corporate) convenes a meeting of creditors (whether formal or informal), or enters into liquidation (whether voluntary or compulsory) except a solvent voluntary liquidation for the purpose only of reconstruction or amalgamation, or has a receiver and/or manager, administrator or administrative receiver appointed of its undertaking or any part thereof, or documents are filed with the court for the appointment of an administrator of the Customer or notice of intention to appoint an administrator is given by the Customer or its directors or by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the Insolvency Act 1986), or a resolution is passed or a petition presented to any court for the winding up of the Customer or for the granting of an administration order in respect of the Customer, or any proceedings are commenced relating to the insolvency or possible insolvency of the Customer;
  4. the Customer ceases or threatens to cease to carry on its business; or
  5. the financial position of the Customer deteriorates to such an extent that in the opinion of Link the capability of the Customer adequately to fulfil its obligations under the Agreement has been placed in jeopardy.
4. Either party may end this Agreement immediately if:
  1. the Alarm Receiving Centre is destroyed or so badly damaged that Link cannot reasonably continue to provide the Services;
  2. Link cannot arrange or keep the telecommunications facilities needed to transmit the signals between the Site Location, the Alarm Receiving Centre and any police, fire or other authority.
5. The termination of the Agreement, however arising, will be without prejudice to the rights and duties of Link accrued prior to termination. The Conditions which expressly or impliedly have effect after termination will continue to be enforceable notwithstanding termination.
ASSIGNMENT
1. The Customer shall not be entitled to assign the Agreement or any part of it without the prior written consent of Link.
2. Link may assign the Agreement or any part of it to any person, firm or company.
FORCE MAJEURE
1. Link reserves the right to defer the date of delivery or performance or to cancel the Agreement or vary the Services ordered by the Customer (without liability to the Customer) if it is prevented from or delayed in the carrying on of its business due to circumstances beyond the reasonable control of Link including, without limitation, acts of God, governmental actions, war or national emergency, acts of terrorism, protests, riot, civil commotion, fire, explosion, flood, epidemic, lock-outs, strikes or other labour disputes (whether or not relating to either party’s workforce), or restraints or delays affecting carriers or inability or delay in obtaining supplies or adequate or suitable materials provided that, if the event in question continues for a continuous period in excess of 180 days, the Customer shall be entitled to give notice in writing to Link to terminate the Agreement.
MULTI-TIERED DISPUTE RESOLUTION PROCEDURE
1. If a dispute arises out of or in connection with this Agreement or the performance, validity or enforceability of it (Dispute) then the parties shall follow the procedure set out in this Condition 1:
  1. either party shall give to the other written notice of the Dispute, setting out its nature and full particulars (Dispute Notice), together with relevant supporting documents. On services of the Dispute Notice, the Customer and Link shall attempt in good faith to resolve the Dispute; and
  2. If the Customer and Link are for any reason unable to resolve the Dispute within 30 days of it being referred to them, the parties will attempt to settle it by mediation in accordance with the CEDR Mode Mediation Procedure (CEDR). Unless otherwise agreed between the parties, the mediator shall be nominated by CEDR. To initiate the mediation, a party must serve notice in writing (ADR notice) to the other party to the Dispute, requesting a mediation. A copy of the ADR notice should be sent to CEDR. The mediation will start not later than 15 days after the ADR notice.
2. No party may commence any court proceedings under Condition 21.8 (in relation to the whole or part of the Dispute until 60 days after service of the ADR notice, provided that the right to issue proceedings is not prejudiced by a delay).
3. If the Dispute is not resolved within 30 days after the service of the ADR notice, or either party fails to participate or to continue to participate in the mediation before the expiration of the said period of 30 days, or the mediation terminates before the expiration of the said period of 30 days, the Dispute shall be finally resolved by the courts of England and Wales in accordance with Condition 21.8.
GENERAL
1. Each right or remedy of Link under the Agreement is without prejudice to any other right or remedy of Link whether under the Agreement or not.
2. If any provision of the Agreement is found by any court, tribunal or administrative body of competent jurisdiction to be wholly or partly illegal, invalid, void, voidable, unenforceable or unreasonable it shall to the extent of such illegality, invalidity, voidness, voidability, unenforceability or unreasonableness be deemed severable and the remaining provisions of the Agreement and the remainder of such provision shall continue in full force and effect.
3. Failure or delay by Link in enforcing or partially enforcing any provision of the Agreement will not be construed as a waiver of any of its rights under the Agreement.
4. Any waiver by Link of any breach of, or any default under, any provision of the Agreement by the Customer will not be deemed a waiver of any subsequent breach or default and will in no way affect the other terms of the Agreement.
5. The parties to the Agreement do not intend that any term of the Agreement will be enforceable by virtue of the Contracts (Rights of Third Parties) Act 1999 by any person that is not a party to it.
6. This Agreement may be executed in any number of counterparts, each of which when executed and delivered shall constitute a duplicate original, but all the counterparts shall together constitute the one agreement.
7. No counterpart shall be effective until each party has executed and delivered at least one counterpart.
8. The formation, existence, construction, performance, validity and all aspects of the Agreement shall be governed by English law and the parties submit to the exclusive jurisdiction of the English courts.
COMMUNICATIONS
1. All communications between the parties relating to the Agreement must be in writing and delivered by hand or sent by pre-paid first class post or sent by facsimile transmission or sent by email:
2. (in case of communications to Link) to its registered office or such changed address as shall be notified to the Customer by Link; or
3. (in the case of the communications to the Customer) to the registered office of the Customer (if it is a company) or (in any other case) to any address of the Customer set out in any document which forms part of the Agreement or such other address as shall be notified to Link by the Customer.
4. Communications shall be deemed to have been received:
5. if sent by pre-paid first class post, 2 days (excluding Saturdays, Sundays and bank and public holidays) after posting (exclusive of the day of posting);
6. if delivered by hand, on the day of delivery; or
7. if sent by facsimile transmission on a working day prior to 4.00 pm, at the time of transmission and otherwise on the next working day.
8. If sent by email to the Managing Director of the relevant party and a read receipt is returned.
9. Communications addressed to Link shall be marked for the attention of the Managing Director.

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