Between:     Central FM Group Ltd (Company No. (08057045 ) 

                        whose Registered Office is situated at:- 

                       Central House, Riverside, Beaufort, Ebbw Vale. NP23-5NT    

                 (hereinafter called “the Company”) 

And                  Ltd  (Company No: )         

                          whose Registered Office is situated at:

                        (hereinafter called “the Customer”) of the other part  

1. The Services 

1. The Company shall carry out the services described in Part 1 of the Schedule (the “Services”) with effect from the date of this Contract (“the Commencement Date”) at the Customer’s premises as stated in Part 2 of the Schedule (“Premises”).  The Customer agrees to exclusively engage the Services from the Company upon the terms and conditions set out below. 

1. Company’s Obligations 

1. In consideration of the charges payable by the Customer in accordance with clause 5, the Company will use reasonable endeavours to ensure that: – 

1. all security officers and personnel employed in the performance of any services under this Contract have the necessary skills and experience to carry out such Services. 

1. all security officers and personnel employed are supervised by a senior security officer. 

1. The Company shall not be in breach of its obligation to provide the Services or any part thereof where failure is as a result of or caused by: 

1. breach by the Customer to perform or meet any of its obligations under this Contract which reasonably prevent, hinder or restrict the Company from performing some or all of the Services; or 

1. any force majeure event as set out in clause 8. 

1. The Company’s obligations to provide services under this Contract are strictly limited to the performance of those Services listed in Part 1 of the Schedule. Save as otherwise expressly agreed in writing by the parties, the Company shall not have any obligation to perform any other services or ancillary duties which are not expressly included in Part 2 of the Schedule. Unless agreed via a written request with a minimum of 30 days. 

1. Property 

1. Subject to the provisions of clause 10, except in the case of keys for which a written receipt shall have been issued by the Company, the Company shall not be responsible for any loss or damage to keys including but not limited to changing of locks or keys. This special provision does not affect the generality of the other provisions of this Contract. 

1. 2.         Term and Termination

4.1 This Contract shall remain in force for a period of 12 months from the Commencement Date (“Initial Term”) and automatically renew on a 12-month rolling basis and shall be terminable by either party serving written notice on the other to be received no less than 3 months prior to (i) the end of the Initial Term or (ii) During any rolling period the contract can be terminated by either party with 3 months written notice.

1. Charges

1. The charges payable by the Customer to the Company for the Services shall be set out in or as otherwise calculated in accordance with Part 3 of the Schedule (“Charges”).  VAT shall be paid in addition to the prevailing rates where and to the extent applicable.   

1. Where the Company’s Charges are calculated on the amount of time spent by the Company the following applies: 

Where the Company’s Charges are based on an hourly rate. Any time spent which is less than an hour is charged for the full hour

1. The Charges may be increased at any time by the Company to reflect any statutory increases in the cost of carrying out the Services, including  without limitation, increases in (i) National Insurance contributions (ii) holiday allowances (iii) minimum wage, (iv) statutory pensions entitlement (v) fuel (vi) cost of equipment and supplies, provided that the Company gives the Customer 30 days written notice of any such increase. 

No price increase will be implemented without written approval from the customer. 

1. 4.          Customers Obligations 

The Customer shall: – 

1. pay to the Company the Charges as per clause 5 and Part 3 of the Schedule which Charges shall be payable Thirty (30) days from date of invoice. The Charges shall cover the cost of the Services. If payment is not made when due the company may without prejudice to its other rights, charge interest at the annual rate of 8% plus the Bank of England base rate to be calculated daily on the overdue balance until the balance is fully paid. 

1. be responsible (at its own cost) for preparing and maintaining the Customer’s Premises for the supply of the Services and ensure the Customer’s Premises are a safe working environment at all times.  

1. inform the Company of all Health and Safety rules and regulations and any other reasonable   security requirements that apply at the Customer Premises. 

1. be responsible for providing up to dare details of emergency contacts of persons who can be contacted in an emergency situation.

1. have and maintain all relevant insurance policies in respect of the Premises, to include cover in respect of any personnel, servant, agent and/or dog/animal owned/ used by the Company in attendance at the Customer’s Premises from time to time. 

1. permit the Company and all of its employees, workers, agents and sub-contractors’ access to the Premises at such times as the Company requires to perform the Services and generally co-operate with the Company as reasonably required to enable the Company to discharge its obligations under this Contract; 

1. 5.     Indemnity

7.1 It is acknowledged that the Company shall be responsible for all income tax liabilities and national insurance or similar contributions in relation to any personnel used by the Company and the Company will indemnify the Customer against any such payments required to be made. 

1. 6.    Force Majeure  

8.1.1 Neither party shall be in breach of the terms of this Contract nor liable for delay in performing, or failure to perform, any of its obligations under the Contract if such delay or failure result from events, circumstances or causes beyond its reasonable control, including but not limited to the following: 

8.1.2 war, government act, terrorism including acts for religious, ideological or political purposes, act of hostile forces, civil disturbances or extensive disruption of public services.

8.1.3 strike, lock out or any other labour dispute affecting the Company’s employees, workers, sub-contractors or agents where such disturbance prevents the Company from carrying out the Services or any part thereof.   

8.1.4 any event beyond the Company’s control preventing the Company’s staff travelling to the Customer’s Premises including mechanical breakdown, adverse weather conditions and adverse traffic congestion. 

8.1.5 hazards due to defective structure, or access, presence of noxious, toxic, combustible, explosive or radioactive substances or any other conditions rendering the premises dangerous in the Company’s opinion. 

9      Notification of Claims 

9.1 The Company shall not be responsible in any circumstances or to any extent whatever for breach of contract or negligence unless written notice is received by the Company at its registered office within One (1) month of the occurrence of the act or omission alleged to give rise to the liability. 

  10     Limitation of Liability   

10.1 This Clause 10 sets out the entire financial liability of the Company (including any liability for the acts or omissions of its employees, agents and sub-contractors) to the Customer in respect of:   

10.1.1 any breach of this Contract  

10.1.2 any representation, statement or tortuous act or omission (including negligence) arising under or in connection with this Contract.   

10.2 Except as expressly and specifically provided in this Contract:  

10.2.1 the Company shall not be liable for loss or damage of whatsoever nature suffered by the Customer for failure to provide any part of  the Services in the event that the Company is prevented from performing the Services or part thereof due to the presence of hazards due to the defective structure or means of access, presence of noxious, toxic, combustible, explosive or radioactive obstacles or any other condition of the Premises which, in the reasonable opinion of the Company, renders them dangerous to any employees, agents, subcontractors or security dogs used by the Company;  

10.2.2 all warranties, representations, conditions and terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Contract. 

10.2.3 whilst the Company’s security officers and personnel are trained in the detection and prevention of criminal activities and other incidents, under no circumstances does the Company guarantee the prevention of loss or damage to the Customer’s Premises and/or other property. The Customer accepts that security officers are provided as a deterrent to reduce the likelihood of incidents occurring, but the Company cannot be held responsible for the actions or omissions of third parties. The Customer therefore confirms that it has obtained all relevant insurances against such risks. 

10.3 Nothing in this Contract excludes the liability of the Company:  

10.3.1 for death or personal injury caused by the Company’s negligence; or  

10.3.2 for fraud or fraudulent misrepresentation  

10.4 Subject to Clause 10.2 and Clause 10.3:  

10.4.1 In no event shall the Company be liable to the Customer or any third party in negligence, under contract, for misrepresentation or otherwise for any special, indirect or consequential losses claimed by the Customer as arising from use of any of the Services including but not limited to: 

10.4.1.1 loss of profits.  

10.4.1.2 business interruption.  

10.4.1.3 loss of business.  

10.4.1.4 loss of opportunity.  

10.4.1.5 loss of anticipated savings.  

10.4.1.6 pure economic loss; and  

10.4.1.7 loss or corruption of data or information.   

10.4.2    the Company’s total aggregate liability in negligence, under contract, for misrepresentation or otherwise, arising in connection with the performance of this agreement shall be limited to the sum equivalent to the Charges payable under this Contract.   

11      Conflicts

11.1 If during the term of this Contract the performance of the Company’s obligations hereunder would or might involve the Company in conflict with a third party on a political or quasi-political issue or in connection with any civil dispute the Company shall be absolved from its obligations hereunder either wholly or to such an extent as may be necessary to avoid such conflict. 

12      Entire Agreement 

12.1 The parties  

12.1.1 agree that this Contract constitutes the entire agreement between the Company and the Customer and shall not incorporate or be deemed to incorporate the provisions of any extraneous document. 

12.1.2 the terms of this Contract shall supersede the provisions of any previous contract, warranty or representation (whether in writing or oral) made or given in respect of its subject matter.  

13      Variations 

13.1 No variation, extension, omission or cancellation of the express terms of this Contract shall be binding upon the Company unless and until it is confirmed in writing under the hand of a director, the secretary or other duly authorised Officer of the Company and for the avoidance of doubt, it is declared that no person other than such Director, Secretary or Officer has any authority to negotiate or enter into any commitment on behalf of the Company the effect of which would or might (but for this present clause) involve the Company in any legal liability whatsoever. 

14      Early Termination 

14.1 This Contract may be terminated by either party forthwith if the other party shall commit any breach of its obligations hereunder or (being an individual) shall commit an act of bankruptcy or (being a corporation) shall go into liquidation other than for the purposes of reconstruction or amalgamation or shall suffer the appointment of a receiver of any of his or its property or income or make any deed or arrangement with or composition for the benefit of any of his or its creditors. 

15       Third Parties 

15.1 The Customer shall for all purposes be and be treated as the sole beneficiary of all Services under this Contract.  Accordingly if any other person shall in respect of any such Services make any claim upon the Company to the Customer under the terms hereof in respect of such Services then the Customer shall indemnify the Company and its servants or agents in respect of such claim and all costs thereof provided nevertheless that if any such servant or agent shall have been guilty of any dishonest or criminal act (relevant to the loss or damage of the Customer) such servant or agent shall not be as between himself and the Customer entitled to the benefit of this indemnity.  

15.2 Except as otherwise expressly provided, a person who is not a party to this agreement shall not have any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any of the provisions of this Contract. 

16 Confidentiality 

16.1 The Company and its employee’s agents will keep confidential any information regarding the Customer which is acquired by virtue of the performance of the Services under this Contract. 

17 Law and Jurisdiction 

17.1 This Agreement shall be constructed in accordance with the laws of England and Wales and the Courts of England and Wales shall have exclusive jurisdiction in relation to any matters arising out of this Contract.   

Schedule 

Part 1: The Services – 

The Company shall provide the services of a Mobile Patrol, Key Holding and Alarm Response which shall comprise of: 

Mobile Patrol:

To attend your premises to carry out a High-profile Internal/External patrol. The total visit(s) would be as agreed before commencement of our service(s). 

Key Holding & Alarm Response:

Attending at the above premises in response to notification of an alarm activation. Carrying out a patrol of the above premises to detect any signs of intrusion and to ensure the security of doors, windows, gates etc are secure.

Completion of all relevant paperwork to report any irregularities such as unauthorised persons on site, equipment issues etc.

Call the police or the fire service in cases of emergency, such as fire or the presence of unauthorised person(s).

The above service will be carried out in accordance with the working assignment details.

Please note that our response service involves our response officer remaining at your premises until a member of your staff arrives, should they be unable to re-set the alarm system and/or be unable to secure the building and he is unable to contact any emergency contact.  Please see cost in part 3. This service can be amended at any time via letter or email to info@centralfmgroup.co.uk.

Please note that the normal hours that we offer the alarm response service is as follows:

Monday to Thursday=1800-0700hrs and from 1800hrs Friday until 0700hrs Monday. Any alterations to this cover must be agreed via email to mjones@centralfmgroup.co.uk.    

KPI’S to be Agreed

Part 2: The Premises 

Address: Castleoak Ltd, Unit 9, Rassau Industrial Estate, Ebbw Vale. NP23-5SD

Part 3: The Charges 

Key Holding Charge=£.00p

Alarm Response Charge=£ .00p for the first hour at your premises

Charge to remain at your premises after the initial hour=£.00p per hour or part thereof 

Mobile Patrol Visit=£.00p Per Visit

Any/all amendments will only be validated by emails to/from the customer and the company.

        Acceptance of Terms and Conditions 

The undersigned hereby agree to the terms and conditions laid out in this Contract together with amendments where applicable.   

Customer Name:  Signature:  Position in Company: Date:	Central FM Group Ltd Name:  Signature:    Position in Company:  Operations Director   Date:
Service Commencement Date: