Service and Maintenance Terms & Conditions

Terms and Conditions of Residential System Maintenance

These terms and conditions of Residential System maintenance will govern all purchases of Services (as defined below) by the Customer

from SERVIAN SECURITY & GATE AUTOMATION LTD.

Definitions and interpretation

1.1 In these Terms:

“Additional Charges” means the charges (if any) payable by the Customer to SERVIAN SECURITY & GATE AUTOMATION LTD in respect of Additional Services and in

respect of any Replacements;

“Additional Services” means any services (other than the Basic Services) provided by SERVIAN SECURITY & GATE AUTOMATION LTD to the Customer in relation to the

System;

“Annual Charge” means the annual charge payable by the Customer to SERVIAN SECURITY & GATE AUTOMATION LTD in respect of the Basic Services, as set out in the

Quotation;

“Basic Services” means the attendance to site to carry out a scheduled service of the system along with providing telephone

support for the purpose of investigating and diagnosing defects in the System, subject to the Limitations (and excluding for the

avoidance of doubt the supply of Replacements & additional site attendances if required);

“Business Day” means any day (other than a Saturday or Sunday) when banks are generally open for normal business in

London;

“Business Hours” means the hours of 9.00 am to 5.00 pm on any Business Day;

“Charges” means the Annual Charge and the Additional Charges;

“Contract” means the contract between the parties for the provision of the Services governed by these Terms;

“Customer” means the person, firm or company specified as SERVIAN SECURITY & GATE AUTOMATION LTD’s customer for Services in the Quotation;

“Force Majeure Event” means any event which is beyond the reasonable control of the affected party (including power failures,

industrial disputes affecting any third party, governmental regulations, fires, floods, disasters, civil riots, terrorist attacks or

wars);

“Limitations” means the limitations on the Basic Services set out in the Quotation;

“Premises” means the installation address specified in the Quotation;

“Quotation” means the quotation for the provision of the Services sent by SERVIAN SECURITY & GATE AUTOMATION LTD to the Customer (whether sent by email, fax or

post) to which these Terms are annexed (which will include details of the Customer, the Annual Charge, the Premises, the

System, the Limitations, addresses for contractual notices, and the Start Date);

“Replacements” means replacement Systems and System components supplied by SERVIAN SECURITY & GATE AUTOMATION LTD to the Customer under these Terms;

“SERVIAN SECURITY & GATE AUTOMATION LTD” means Solar Vehicle Access Ltd, a company incorporated in England and Wales (registration number 06030908) having its

registered office at; 2 Primrose Way Locks Heath Southampton SO31 6WX

Automation Systems

“Services” means the Basic Services and the Additional Services;

“Start Date” means the date specified as such in the Quotation;

“Systems” means the access system(s) and/or access system component(s) which the Customer agrees will be maintained by

SERVIAN SECURITY & GATE AUTOMATION LTD under the Contract as specified in a Quotation;

“Terms” means these terms and conditions of maintenance; and

“Year” means a period of 365 days (or 366 days if there is a 29 February during the relevant period) starting on the Start Date

or on any anniversary of the Start Date.

1.2 A reference in these Terms to a particular law is a reference to it as it is in force for the time being taking account of any

amendment, extension, application or re-enactment and includes any subordinate legislation for the time being in force made

under it.

1.3 Headings do not affect the interpretation of these Terms.

1.4 References to Clauses are (unless otherwise provided) references to the clauses of these Terms.

1.5 The ejusdem generis rule does not apply to the interpretation of these Terms, and accordingly the interpretation of general words

in these Terms will not be restricted by words indicating a particular class or particular examples.

Contracting

2.1 These Terms contain the only terms and conditions upon which SERVIAN SECURITY & GATE AUTOMATION LTD will deal with the Customer in relation to the provision of

maintenance services and component replacements in connection with Systems, and they govern all such services and

replacements to the exclusion of all other terms.

2.2 In order for the Contract to come into force between the parties, SERVIAN SECURITY & GATE AUTOMATION LTD must send a Quotation to the Customer, and the Customer

must submit its written agreement to the Quotation and these Terms within 14 days following the date of issue of the Quotation.

Orders for Additional Services and Replacements

3.1 The Customer may at any time during the term of the Contract submit to SERVIAN SECURITY & GATE AUTOMATION LTD a request for Additional Services and/or

Replacements in writing or by telephone.

3.2 SERVIAN SECURITY & GATE AUTOMATION LTD may accept such a request either by expressly agreeing to it or by performing the relevant Additional Services and/or

supplying the relevant Replacements.

Services

4.1 SERVIAN SECURITY & GATE AUTOMATION LTD will provide the Basic Services, and Additional Services agreed under Clause 3, to the Customer during Business Hours.

4.2 SERVIAN SECURITY & GATE AUTOMATION LTD will use reasonable endeavours to respond promptly to issues raised by the Customer, taking into account the severity of the

issue.

4.3 Notwithstanding anything else in these Terms, SERVIAN SECURITY & GATE AUTOMATION LTD’s sole obligation in respect of the Services is to use reasonable endeavours to

deal with issues raised by the Customer, and SERVIAN SECURITY & GATE AUTOMATION LTD does not warrant that any particular result will be achieved through the

Services.

4.4 SERVIAN SECURITY & GATE AUTOMATION LTD will have no obligation under the Contract or otherwise to provide Services in respect of any fault or defect which, in the

reasonable opinion of SERVIAN SECURITY & GATE AUTOMATION LTD, has arisen out of or as a result of:

(a) telecommunications or electrical services or systems external to the System;

(b) transportation, relocation, repair, modification, adjustment or reconfiguration of the System performed by any person

other than SERVIAN SECURITY & GATE AUTOMATION LTD (except in accordance with SERVIAN SECURITY & GATE AUTOMATION LTD’s express instructions);

(d) any failure to maintain the System in appropriate environmental conditions;

(e) the improper operation of the System during high winds; or

(f) any other cause (except fair wear and tear) which is not due to the default of SERVIAN SECURITY & GATE AUTOMATION LTD.

4.5 If on investigation SERVIAN SECURITY & GATE AUTOMATION LTD reasonably determines that that any defect in the System falls within the provisions of Clause 4.4, the

Customer will be liable to pay all costs incurred by SERVIAN SECURITY & GATE AUTOMATION LTD in investigating the matter as if that work formed part of the Additional

Services.

4.6 SERVIAN SECURITY & GATE AUTOMATION LTD may subcontract the provision of the Services or a part of the Services in its sole discretion.

Customer’s obligations

5.1 The Customer will:

(a) cooperate with SERVIAN SECURITY & GATE AUTOMATION LTD in all matters relating to the Services (including providing a full and adequate description of any

issues with the System);

(b) provide for SERVIAN SECURITY & GATE AUTOMATION LTD, its subcontractors and employees, in a timely manner, access to the Premises and the System as

required by SERVIAN SECURITY & GATE AUTOMATION LTD;

with all applicable laws;

(d) inform SERVIAN SECURITY & GATE AUTOMATION LTD of all health and safety rules and regulations and any reasonable security requirements that apply at the

Premises; and

(e) advise SERVIAN SECURITY & GATE AUTOMATION LTD immediately of any changes in circumstances that may affect the provision of Services in any way.

5.2 If the performance of any of SERVIAN SECURITY & GATE AUTOMATION LTD’s obligations under these Terms is prevented or delayed by any act or omission of the Customer,

its agents, subcontractors or employees, SERVIAN SECURITY & GATE AUTOMATION LTD will not be liable for any costs, charges or losses sustained or incurred as a

consequence.

5.3 The Customer will and will ensure that all persons who have access to the System will:

(a) use the System strictly in accordance with the manufacturer’s instructions and SERVIAN SECURITY & GATE AUTOMATION LTD’s guidance from time to time;

(b) maintain the System in appropriate environmental conditions, in accordance with the manufacturer’s and SERVIAN SECURITY & GATE AUTOMATION LTD’s

guidance; and

Supply of Replacements

All Replacements will be supplied subject to SERVIAN SECURITY & GATE AUTOMATION LTD’s standard Terms and Conditions of Supply from time to time (which will be

supplied by SERVIAN SECURITY & GATE AUTOMATION LTD to the Customer in advance of any agreement to supply Replacements).

Charges and payment

7.1 SERVIAN SECURITY & GATE AUTOMATION LTD may invoice the Customer:

(a) for the first Annual Charges, on or after the Start Date;

(b) for the second and any subsequent Annual Charge, not more than 40 days before any anniversary of the Start Date;

and

(b) for the Additional Charges, at any time after the provision of the relevant Additional Services or the installation of the

relevant Replacements.

7.2 The Customer will pay invoiced Charges to SERVIAN SECURITY & GATE AUTOMATION LTD in cleared funds within 30 days of the date of SERVIAN SECURITY & GATE AUTOMATION LTD’s invoice.

7.3 Additional Charges in respect of Additional Services will be at SERVIAN SECURITY & GATE AUTOMATION LTD’s applicable hourly rate from time to time. Additional Charges

in respect of Replacements will be at SERVIAN SECURITY & GATE AUTOMATION LTD’s standard list price from time to time or at such other price as SERVIAN SECURITY & GATE AUTOMATION LTD may notify to the

Customer in advance of the agreement to supply the Replacements.

7.4 The dates for payment of the Charges will be of the essence of the Contract.

7.5 All Charges quoted by SERVIAN SECURITY & GATE AUTOMATION LTD are exclusive of any applicable value added taxes or sales taxes (unless the context requires

otherwise) which must be paid by the Customer.

7.6 If the Customer fails to pay any amount payable by it under these Terms, SERVIAN SECURITY & GATE AUTOMATION LTD will be entitled to charge the Customer:

(a) the entire costs of collection (including legal expenses) on an indemnity basis; and

(b) interest on the overdue amount, and such interest will be payable by the Customer forthwith on demand, from the due

date up to the date of actual payment, after as well as before judgment, at the higher of:

(i) the rate of 8% per annum above the base rate for the time being of Lloyds Bank (which will accrue on

a daily basis and be compounded quarterly); and

(ii) any applicable statutory rate.

7.7 At the end of each Year during the term of the Contract, SERVIAN SECURITY & GATE AUTOMATION LTD may increase the Annual Charge by giving at least 60 days’ notice of

the increase to the Customer.

7.8 All payments must be made in the currency specified on the invoice by cheque or such other method as SERVIAN SECURITY & GATE AUTOMATION LTD may agree from

time to time.

7.9 The Customer has no right of set off under the Contract or under the law generally in respect of any claims or amounts owed

under or in relation to the Contract.

7.10 If the Customer fails to fulfil any payment obligation under or relating to the Contract, SERVIAN SECURITY & GATE AUTOMATION LTD will be entitled (without prejudice to

its other rights) to:

(a) postpone the fulfilment of its obligations to the Customer under any Contract;

(b) demand immediate payment for any amounts which are due or may become due under any Contract; and/or

Force Majeure

8.1 Where a Force Majeure Event gives rise to a failure or delay in SERVIAN SECURITY & GATE AUTOMATION LTD performing its obligations under the Contract (other than

obligations to make payment), those obligations will be suspended for the duration of the Force Majeure Event.

8.2 If SERVIAN SECURITY & GATE AUTOMATION LTD becomes aware of a Force Majeure Event which gives rise to, or which is likely to give rise to, any failure or delay in

performing its obligations under the Contract, it will forthwith notify the Customer forthwith.

8.3 SERVIAN SECURITY & GATE AUTOMATION LTD will take reasonable steps to mitigate the effects of any such Force Majeure Event.

Warranties and indemnity

9.1 Each of the parties warrants to the other that it has full power and authority to enter into these Terms and perform its obligations

under these Terms.

9.2 SERVIAN SECURITY & GATE AUTOMATION LTD warrants that it will perform the Services with reasonable care and skill.

9.3 These Terms set out the full extent of SERVIAN SECURITY & GATE AUTOMATION LTD’s obligations and liabilities under the Contract. To the maximum extent permitted by

applicable law and subject to Clause 10.1, all conditions, warranties or other terms concerning the Services which might

otherwise be implied into the Contract are expressly excluded.

9.4 The Customer will indemnify and keep indemnified SERVIAN SECURITY & GATE AUTOMATION LTD against all losses and liabilities incurred by SERVIAN SECURITY & GATE AUTOMATION LTD and all legal costs and

other expenses incurred by SERVIAN SECURITY & GATE AUTOMATION LTD in connection with any demand, action, arbitration or other proceedings arising directly or

indirectly, or as a result of, or in connection with, a breach of any of the Customer’s obligations under the Contract.

Limitation of liability

10.1 Nothing in any Contract will operate to exclude or limit either party’s liability for death or personal injury caused by its

negligence, fraud, or any other liability which cannot be excluded or limited under applicable law; and if the Customer is a

consumer, nothing in any Contract will affect the Customer’s statutory rights as a consumer.

10.2 Subject to Clause 10.1, SERVIAN SECURITY & GATE AUTOMATION LTD’s liability to the Customer in respect of any matter arising out of or in connection with these Terms or

any collateral contract, whether in contract or tort (including negligence) or otherwise, will be limited as follows:

(a) SERVIAN SECURITY & GATE AUTOMATION LTD will not be liable to the Customer for any loss of profit, anticipated profits, revenues, anticipated savings, data,

goodwill or business opportunity, or for any indirect or consequential loss or damage;

(b) SERVIAN SECURITY & GATE AUTOMATION LTD will not be liable to the Customer for any losses arising out of a Force Majeure Event;

(c) SERVIAN SECURITY & GATE AUTOMATION LTD’s liability to the Customer in respect of claims based any event or series of related events will not exceed the total

Charges paid (or, if greater, payable) by the Customer to SERVIAN SECURITY & GATE AUTOMATION LTD under the Contract in the preceding 12 month period.

Termination

11.1 Either party may terminate the Contract immediately at any time by written notice to the other party if:

(a) that other party commits any material breach of its obligations under the Contract which is not remediable, or commits

any material breach of its obligations under the Contract which is remediable but which that party fails to remedy within

30 days of receiving a notice requiring it to do so; or

(b) that other party ceases to trade; or

(c) that other party becomes insolvent or unable to pay its debts within the meaning of the insolvency legislation applicable

to that party; or

(d) a person (including the holder of a charge or other security interest) is appointed to manage or take control of the

whole or part of the business or assets of that other party, or notice of an intention to appoint such a person is given or

documents relating to such an appointment are filed with any court; or

(e) the ability of that other party’s creditors to take any action to enforce their debts is suspended, restricted or prevented

or some or all of that party’s creditors accept, by agreement or pursuant to a court order, an amount of less than the

sums owing to them in satisfaction of those sums; or

(f) any process is instituted which could lead to that other party being dissolved and its assets being distributed to its

creditors, shareholders or other contributors (other than for the purposes of solvent amalgamation or reconstruction);

(g) that other party (being an individual) dies, becomes incapable of managing his or her own affairs by reason of mental

or physical illness or incapacity, becomes a patient under any mental health legislation, or is the subject of a bankruptcy

petition or order.

11.2 SERVIAN SECURITY & GATE AUTOMATION LTD may terminate the Contract immediately at any time by written notice to the Customer if the Customer fails to make any

payment by the due date for payment.

11.3 SERVIAN SECURITY & GATE AUTOMATION LTD may terminate the Contract immediately at any time by written notice to the Customer if SERVIAN SECURITY & GATE AUTOMATION LTD becomes unable to properly

perform its obligations under the Contract:

(a) by virtue of the unavailability of replacement System or components for System; or

(b) because SERVIAN SECURITY & GATE AUTOMATION LTD ceases to support or to be able to support the relevant System or any element thereof (for any reason).

11.4 Either party may terminate the Contract by giving to the other at least 40 days’ written notice of termination expiring on any

anniversary of the Start Date.

Consequences of termination

12.1 Termination of the Contract will not affect the accrued rights of the parties under these Terms as at the date of termination

(including for the avoidance of doubt SERVIAN SECURITY & GATE AUTOMATION LTD’s accrued rights to invoice for and receive payment of the Charges).

12.2 On termination of the Contract, all provisions of these Terms will cease to have effect, except that Clauses 1, 5.2, 7.6, 7.9, 9, 10,

12, and 13.3 to 13.9 will survive termination and continue to have effect in accordance with their terms or otherwise indefinitely.

12.3 On termination of the Contract by the Customer pursuant to Clause 11.1, or by SERVIAN SECURITY & GATE AUTOMATION LTD pursuant to Clause 11.3:

(a) the Customer will be entitled to a (pro-rated) refund of any element(s) of the Charges paid to SERVIAN SECURITY & GATE AUTOMATION LTD in respect of the

provision of Services during any period after the date of effective termination of the Contract (and SERVIAN SECURITY & GATE AUTOMATION LTD will calculate the

amount of such refund using any reasonable methodology); and

(b) the Customer will be released from any obligation to pay such element(s) of the Charges.

12.4 Save as provided in Clause 12.3, the Customer will not be entitled to a refund of any Charges on termination of the Contract,

and will not be released from any obligation to pay the Charges to SERVIAN SECURITY & GATE AUTOMATION LTD in respect of any Services performed or invoices issued.

General

13.1 A notice given under the Contract will be delivered personally, sent by pre-paid first class post, or sent by fax or email, for the

attention of the person, and to the address, fax number or email address given in the Quotation (or as notified by one party to

the other in accordance with this Clause).

13.2 A notice is deemed to have been received:

(a) if delivered personally, at the time of delivery;

(b) in the case of pre-paid first class post, 48 hours from the time of posting;

transmission); or

(d) if deemed receipt under the previous paragraphs of this Clause 13.2 is not within Business Hours, when Business Hours

next begin.

13.3 SERVIAN SECURITY & GATE AUTOMATION LTD may assign or transfer any of its rights or obligations under the Contract to any successor to all or a substantial part of its business from time to time.

13.4 Subject to Clause 10.1:

(a) these Terms and the Quotation will constitute the entire agreement between the parties in relation to the subject matter

of the Contract, and will supersede all previous agreements in respect of that subject matter;

(b) neither party will have any remedy in respect of any misrepresentation (whether written or oral) made to it upon which

it relied in entering into the Contract; and

13.5 The Contract is made for the benefit of the parties to it and is not intended to benefit, or be enforceable by, any other person.

The right of the parties to terminate, rescind, or agree any amendment, variation, waiver or settlement under the Contract is not

subject to the consent of any person who is not a party to the Contract.

13.6 The Customer undertakes that it will not, without SERVIAN SECURITY & GATE AUTOMATION LTD’s prior written consent, either during or within 6 months after the date of

effective termination of the Contract engage, employ or otherwise solicit for employment any person who, during the relevant

period, was an employee or contractor of SERVIAN SECURITY & GATE AUTOMATION LTD.

13.7 Any variation of the Contract will be agreed in writing by or on behalf of both parties.

13.8 A waiver of any right under the Contract is only effective if it is in writing and it applies only to the party to whom the waiver is

addressed and the circumstances for which it is given. No waiver will be implied by taking or failing to take any other action.

13.9 If any provision (or part of a provision) of the Contract is found by any court or administrative body of competent jurisdiction to

be invalid, unenforceable or illegal, the other provisions will remain in force. If any invalid, unenforceable or illegal provision

would be valid, enforceable or legal if some part of it were deleted, the provision will apply with whatever modification is

necessary to give effect to the commercial intention of the parties.

13.10 The Contract will be governed by and construed in accordance with English law. The parties irrevocably agree that the courts of

England have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with the Contract.

Version dated 01 January 2018

Service and Maintenance Terms & Conditions

Servian

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