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Firelink

Terms & Conditions

TERMS & CONDITIONS FOR THE PROVISION OF SERVICES BY FIRELINK PROTECTION LIMITED

  1. Definitions and interpretation

The following definitions and rules of interpretation apply in these Conditions.

    1. Definitions:

Applicable Laws means the laws of Scotland and any other laws or regulations, regulatory policies, guidelines or industry codes which apply to the Goods or the provision of the Services from time to time;

Business Day means a day, other than a Saturday or Sunday, when banks in Glasgow are open for business;

Charges means the charges payable by the Customer for the supply of the Services in accordance with condition 5 as set out in the Order.

Commencement Date has the meaning given in condition 2.2.

Conditions means these terms and conditions as amended from time to time in accordance with condition 13.5.

Contract means the contract between the Supplier and the Customer for the supply of Goods and/or Services in accordance with these Conditions.

Customer means the person, company or firm who purchases the Goods and/or Services from the Supplier.

Customer Default has the meaning set out in condition 4.2.

Customer Premises the premises of the Customer where the Goods and/or Services are to be provided by the Supplier.

Data Protection Legislation means all applicable data protection and privacy legislation in force from time to time in the UK including the retained EU law version of the General Data Protection Regulation ((EU) 2016/679) (UK GDPR); the Data Protection Act 2018 (and regulations made thereunder) and the Privacy and Electronic Communications Regulations 2003 (SI 2003/2426) as amended from time to time.

Deliverables means any training materials, reports or other outputs set out in the Order produced by the Supplier for the Customer.

Good Industry Practice means using the standards, practices, methods and procedures conforming to the Applicable Laws and exercising that degree of skill and care, diligence, prudence and foresight which would reasonably and ordinarily be expected from a skilled and experienced person engaged in a similar type of undertaking under the same or similar circumstances

Goods means the goods (or any part of them) set out in the Order.

Intellectual Property Rights means 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.

Order means the Customer’s order for Services as set out in (i) the Customer’s specification emailed by the Customer to the Supplier and/or (ii) the Supplier’s  quotation emailed to the Customer and/or (iii) the Customer’s written acceptance of the Supplier’s quotation as the case may be.

Report means the report prepared by the Supplier on behalf of the Customer following an inspection of Customer Premises in terms of the Order.

Services means the services, including the Deliverables, supplied by the Supplier to the Customer as set out in the Specification.

Specification means the description or specification of the Goods and/or Services provided in writing including any related plans and drawings, that is agreed in writing by the Customer and the Supplier.

Supplier means FIRELINK PROTECTION LIMITED a company incorporated under the Companies Acts registered in Scotland with company number SC563324 and having its registered office at 60 St. Enoch Square, Ballantyne & Co, Glasgow, Scotland, G1 4AG.

Supplier Premises means the premises of the Supplier where the Services are to be provided by the Supplier.

Supplier Personnel means the individuals engaged by the Supplier from time to time to provide the Services.

VAT means value added tax or any equivalent tax chargeable in the UK.

    1. Interpretation:
      1. Condition headings shall not affect the interpretation of these Conditions.
      2. In these Conditions a person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
      3. In these Conditions reference to a company shall include any company, corporation or other body corporate, wherever and however incorporated or established.
      4. In these Conditions, unless the context otherwise requires, words in the singular shall include the plural and in the plural shall include the singular.
      5. In these Conditions, unless the context otherwise requires, a reference to one gender shall include a reference to the other genders.
      6. In these Conditions a reference to legislation or a legislative provision is a reference to it as amended, extended or re-enacted from time to time and shall include all subordinate legislation made from time to time.
      7. In these Conditions reference to writing or written excludes fax but includes email.
      8. In these Conditions any obligation on a party not to do something includes an obligation not to allow that thing to be done.
      9. In these Conditions any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.
  2. Basis of Contract
    1. The Contract shall be formed of the Order and these Terms and Conditions. The date the of the Customer’s written  acceptance of the Supplier’s quotation shall be the commencement date of the Contract (unless otherwise agreed in writing between the parties).
    2. These Conditions apply to the Contract to the exclusion of (i) any samples, drawings or illustrations contained in the Supplier’s catalogues or website (ii) any other terms that the Customer seeks to impose or incorporate, or (iii) any terms which are implied by law, trade custom, practice or course of dealing.
  3. Supply of Services
    1. The Supplier shall supply the Services to the Customer in accordance with the Specification in all material respects.
    2. The Supplier shall use all reasonable endeavours to meet any performance dates specified in the Order, but any such dates shall be estimates only and time shall not be of the essence for performance of the Services.
    3. In performing its obligations under these Conditions, the Supplier shall comply with the Applicable Laws and shall inform the Customer as soon as it becomes aware of any changes in the Applicable Laws that may affect the provision of the Services. The Supplier reserves the right to amend the Specification if necessary to comply with any Applicable Law or regulatory requirement, or if the amendment will not materially affect the nature or quality of the Services, and the Supplier shall notify the Customer in any such event.
    4. The Supplier warrants to the Customer that Supplier Personnel will be competent and suitably trained and qualified to provide the Services.
    5. The Supplier warrants to the Customer that the Services will be provided using reasonable care and skill and in accordance with Good Industry Practice.
  4. Customer’s Obligations
    1. The Customer shall:
      1. ensure that the terms of the Order and any information it provides in the Specification are complete and accurate;
      2. co-operate with the Supplier in all matters relating to the Services;
      3. provide the Supplier, its employees, agents, consultants and subcontractors, with access to the Customer’s Premises, office accommodation and other facilities as reasonably required by the Supplier in order to provide the Services;
      4. provide the Supplier with such information and materials as the Supplier may reasonably require to supply the Services, and ensure that such information is complete and accurate in all material respects;
      5. prepare the Customer’s premises for the supply of the Services or delivery of the Goods (as the case may be);
      6. comply with all applicable laws, including health and safety laws; and
      7. comply with any additional obligations as set out in the Specification or as provided by the Supplier to the Customer as a requirement for the provision of the Goods and/or Services.
    2. If the Supplier’s performance of any of its obligations under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to perform any relevant obligation (Customer Default):
      1. without limiting or affecting any other right or remedy available to it, the Supplier shall have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays the Supplier’s performance of any of its obligations;
      2. the Supplier shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from the Supplier’s failure or delay to perform any of its obligations as set out in this condition 4.2; and
      3. the Customer shall reimburse the Supplier on written demand for any costs or losses sustained or incurred by the Supplier arising directly or indirectly from the Customer Default.
  5. Charges and Payment
    1. In consideration for the provision of the Goods and/or Services, the Customer shall pay the Supplier the Charges in accordance with the invoicing arrangements detailed in the Order and this Condition 5.
    2. In the event that invoicing arrangements are not detailed in the Order, the following provisions shall apply. Depending on the nature of Goods and/or Services to be delivered the Supplier shall:
      1. in respect of the provision of one-off Services, invoice the Customer prior to commencement of the Services;
      2. in respect of delivery of Goods,invoice the Customer prior to delivery of the Goods; and/or
      3. in respect of  any ongoing maintenance and inspection Services  invoice the Customer  in arrears.
    3. All Charges are stated exclusive of VAT which shall be paid by the Customer at the rate and from time to time in the manner prescribed by law. Charges for Goods excludes the costs and charges of packaging, insurance and transport of the Goods, which shall be invoiced to the Customer]
    4. If the Customer has ordered any ongoing Services the Supplier reserves the right to increase the Charges on an annual basis with effect from each anniversary of the Commencement Date.
    5. The Customer shall pay each invoice submitted by the Supplier:
      1. within 30 days of the date of the invoice (or within such other timescale as may be agreed in the Order or stated on the invoice); and
      2. in full and in cleared funds to a bank account nominated in writing by the Supplier, and
      3. time for payment shall be of the essence of the Contract.
    6. The Supplier shall be entitled to charge the Customer for any other expenses reasonably incurred by the Supplier from time to time (including the cost of travel to and from the Customer Premises) in the performance of the Services provided that such expenses are notified to the Customer in writing in advance.
    7. If the Customer fails to make a payment due to the Supplier under the Contract by the due date, then, without limiting the Supplier’s remedies under condition 11, the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this condition 5.7 will accrue each day at 4% a year above the Royal Bank of Scotland base rate from time to time, but at 4% a year for any period when that base rate is below 0%.
    8. All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
  6. Goods – Delivery, Quality, Title and Risk

Delivery

    1. The Supplier shall deliver the Goods to the location set out in the Order (Delivery Location) at such date and time as is stated in the Order or as may be agreed between the parties.
    2. Delivery is completed on the completion and installation of the Goods at the Delivery Location.
    3. Any dates quoted for delivery are approximate only, and the time of delivery is not of the essence. The Supplier shall not be liable for any delay in delivery of the Goods that is caused by a Force Majeure Event or the Customer’s failure to provide the Supplier with adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

Title and Risk

    1. Risk in the Goods shall pass to the Customer on completion of delivery.
    2. Title to the Goods shall not pass to the Customer until the Supplier receives payment in full (in cash or cleared funds) for the Goods.
    3. Until title to the Goods has passed to the Customer, the Customer shall maintain the Goods in satisfactory condition and keep them insured against all risks for their full price from the date of delivery.

Quality

    1. The Supplier warrants that on delivery, and for a period of 12 months from the date of delivery (Warranty Period), the Goods shall:
      1. conform in all material respects with their description and any applicable Specification;
      2. be free from material defects in design, material and workmanship;
      3. comply with all Applicable Laws;
      4. be installed with reasonable skill and care and in accordance with Good Industry Practice; and
      5. be fit for any purpose held out by the Supplier.
    2. Subject to condition 6.9, if:
      1. the Customer gives notice in writing to the Supplier during the Warranty Period that some or all of the Goods do not comply with the warranty set out in condition 6.7; and
      2. the Supplier is given a reasonable opportunity of examining such Goods and agrees that the Goods or installation fails to meet the warranty;

the Supplier shall, at its option, repair or replace the defective Goods, or refund the price of the defective Goods in full.

    1. The Supplier shall not be liable for the Goods’ failure to comply with the warranty set out in condition 6.7 if:
      1. the defect arises because the Customer failed to follow the Supplier’s oral or written instructions as to the storage, commissioning, installation, use and maintenance of the Goods or (if there are none) good trade practice regarding the same;
      2. the defect arises as a result of the Supplier following any drawing, design or specification supplied by the Customer;
      3. the Customer alters or repairs such Goods without the written consent of the Supplier;
      4. the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal storage or working conditions; or
      5. the Goods differ from their description as a result of changes made to ensure they comply with Applicable Laws.
    2. Except as provided in this condition 6, the Supplier shall have no liability to the Customer in respect of the Goods’ failure to comply with the warranty set out in condition 6.7.
    3. The terms implied by sections 13 to 15 of the Sale of Goods Act 1979 are, to the fullest extent permitted by law, excluded from the Contract.
    4. These Conditions shall apply to any repaired or replacement Goods supplied by the Supplier.
  2. Inspections and Reports
    1. The extent of the inspections and assessments carried out by the Supplier depends on access and circumstances. Supplier Personnel will carry out inspections as practicable based on the access provided to the Customer’s Premises. If the Supplier is unable to take access to any areas of the Customer Premises this will result in an incomplete Report.
    2. The clear assumptions and limitations of any Report are as follows:
      1. The Customer can expect Supplier Personnel to take into account the circumstances of the Customer Premises at the time of inspection and carry out assessment in line with any practical limitations.
      2. Parts of the Customer Premises, which cannot be seen or accessed, will not be reported upon and this will be stated.
      3. Supplier personnel will inspect Customer Premises to the extent reasonably possible. Fixtures and fittings will not be removed to aid inspection.
      4. Tests of any heating/ lighting systems etc. will not be carried out.
  3. Intellectual Property Rights
    1. All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any materials provided by the Customer) shall be owned by the Supplier.
    2. The Supplier grants to the Customer, or shall procure the direct grant to the Customer of, a fully paid-up, worldwide, non-exclusive, royalty-free perpetual and irrevocable licence to copy and use the Deliverables for the purpose of receiving and using the Services and the Deliverables in its business.
    3. The Customer shall not sub-license, assign or otherwise transfer the rights granted in condition 8.2. In the event that the Customer infringes any of the Supplier’s Intellectual Property Rights the Customer shall indemnify and keep indemnified the Supplier in full against all losses, costs, expenses and damages (including any loss of reputation and all other reasonable professional costs and expenses) suffered or incurred by the Supplier arising out of, or in connection with, such infringement.
    4. The Customer grants the Supplier a fully paid-up, non-exclusive, royalty-free, non-transferable licence to copy and use any materials provided by the Customer to the Supplier for the term of the Contract for the purpose of providing the Services to the Customer.
  4. Data protection
    1. Each party shall comply with all applicable requirements of the Data Protection Legislation. This condition 9 is in addition to, and does not relieve, remove or replace, a party’s obligations or rights under the Data Protection Legislation.
    2. The parties acknowledge that for the purposes of the Data Protection Legislation, the Customer and the Supplier are data controllers. Each party shall, at its own expense, ensure that it complies with and assists the other party to comply with the Data Protection Legislation.
    3. When the Customer orders training services from the Supplier, the Supplier will collect personal data (including any necessary health data) about the candidates attending the training course in order that (i) the Supplier can provide reasonable adjustments to training and/or Supplier Premises and (ii) in order to allow the Supplier to issue course certification. The Customer is responsible for notifying all candidates in advance as to the collection and sharing of their data with the Supplier and will obtain candidates explicit and informed consent for the collection and sharing of health data. Evidence of such consent shall be provided by the Customer to the Supplier prior to delivery of any training services.
    4. Information of how the Supplier processes personal data can be found in our privacy policy [INSERT LINK TO PRIVACY POLICY].
  5. Limitation of liability
    1. The Supplier has obtained insurance cover in respect of its own legal liability under this Contract. The limits and exclusions in this condition reflect the insurance cover the Supplier has been able to arrange and the Customer is responsible for making its own arrangements for the insurance of any excess loss.
    2. Restrictions on liability in this condition 10 include every kind of liability arising under or in connection with the Contract including liability in contract, delict, under statute or otherwise (including liability arising from negligence).
    3. Neither party may benefit from the limitations and exclusions set out in this condition in respect of any liability arising from its deliberate default.
    4. Nothing in the Contract limits any liability which cannot legally be limited, including liability for:
      1. death or personal injury caused by negligence;
      2. fraud or fraudulent misrepresentation; and
      3. breach of the terms implied by section 11B of the Supply of Goods and Services Act 1982 (title and quiet possession).
    5. Subject to condition 10.4 (Liabilities which cannot legally be limited), the Supplier’s total liability to the Customer:
      1. for damage to property caused by the negligence of its employees and agents in connection with this agreement shall not exceed £25,000 for any one event or series of connected events;
      2. for all [other] loss or damage which does not fall within sub-condition (a) in respect of all breaches of duty by the Supplier shall not exceed £10,000.
    6. Subject to condition 10.4 (Liabilities which cannot legally be limited), the Supplier is not liable to the Customer for any:
      1. loss of profits;
      2. loss of sales or business;
      3. loss of agreements or contracts;
      4. loss of anticipated savings;
      5. loss of use or corruption of software, data or information;
      6. loss of or damage to goodwill; and
      7. indirect or consequential loss.
    7. The Supplier has given commitments as to compliance of the Services with relevant specifications in condition 3.1 and 6.7. In view of these commitments, the terms implied by sections 11C, 11D and 11E of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from the Contract.
    8. This condition 10 shall survive termination of the Contract.
  6. Termination
    1. Without affecting any other right or remedy available to the Supplier, the Supplier may may terminate the Contract immediately on giving written notice to the Customer in the event of a Customer Default which has not been remedied by the Customer within such reasonable period of time as may be specified by the Supplier.,
    2. Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
      1. the other party commits a material breach of any term of the Contract and (if such a breach is remediable) fails to remedy that breach within 30 days of that party being notified in writing to do so;
      2. the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), applying to court for or obtaining a moratorium under Part A1 of the Insolvency Act 1986, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business or, if the step or action is taken in another jurisdiction, in connection with any analogous procedure in the relevant jurisdiction;
      3. the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
      4. the other party’s financial position deteriorates to such an extent that in the terminating party’s opinion the other party’s capability to adequately fulfil its obligations under the Contract has been placed in jeopardy.
      5. Without affecting any other right or remedy available to it, the Supplier may terminate the Contract with immediate effect by giving written notice to the Customer if the Customer fails to pay any amount due under the Contract on the due date for payment and remains in default not less than 14 days after being notified in writing to make such payment.
    3. Without affecting any other right or remedy available to it, the Supplier may suspend the supply of Services under the Contract or any other contract between the Customer and the Supplier if the Customer fails to pay any amount due under the Contract on the due date for payment.
  7. Consequences of termination
    1. On termination of the Contract the Customer shall immediately pay to the Supplier all of the Supplier’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, the Supplier shall submit an invoice, which shall be payable by the Customer immediately on receipt.
    2. Termination or expiry of the Contract shall not affect any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination or expiry, including the right to claim damages in respect of any breach of the agreement which existed at or before the date of termination or expiry.
    3. Any provision of the Contract that expressly or by implication is intended to come into or continue in force on or after termination of the Contract shall remain in full force and effect.
  8. General
    1. Force Majeure. Neither party shall be in breach of the 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.
    2. Assignation and other dealings
      1. The Supplier may at any time assign, charge, subcontract, declare a trust over or deal in any other manner with any or all of its rights and obligations under the Contract.
      2. The Customer shall not assign, transfer, charge, subcontract, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract.
    3. Confidentiality
      1. Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, assets, affairs, customers, clients or suppliers of the other party, except as permitted.
      2. Each party may disclose the other party’s confidential information:
        1. to its employees, officers, representatives, subcontractors or advisers who need to know such information for the purposes of carrying out the party’s obligations under the Contract. Each party shall ensure that its employees, officers, representatives, subcontractors or advisers to whom it discloses the other party’s confidential information comply with this condition 13.3.1; and
        2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
      3. Neither party shall use the other party’s confidential information for any purpose other than to perform its obligations under the Contract.
    4. Entire agreement
      1. The Contract constitutes the entire agreement between the parties and supersedes and extinguishes any and all previous agreements, promises, assurances, warranties, representations and understandings between them, whether written or oral, relating to its subject matter.
      2. Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract. Each party agrees that it shall have no claim for innocent or negligent misrepresentation based on any statement in the Contract.
    5. Variation. Except as set out in these Conditions, no variation of the Contract shall be effective unless it is in writing and signed by the parties (or their authorised representatives).
    6. Waiver. A waiver of any right and/or remedy under the Contract or by law is only effective if given in writing and shall not be deemed a waiver of any subsequent right and/or remedy. A failure or delay by a party to exercise any right and/or remedy provided under the Contract or by law shall not constitute a waiver of that or any other right and/or remedy, nor shall it prevent or restrict any further exercise of that or any other right and/or remedy. No single or partial exercise of any right and/or remedy provided under the Contract or by law shall prevent or restrict the further exercise of that or any other right or remedy.
    7. Severance. If any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision or part-provision of this Contract is deleted under this condition 12.7 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
    8. Notices
      1. Any notice or other communication given to a party under or in connection with the Contract shall be in writing and shall be:
        1. delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
        2. sent by email to the address specified by either party.
      2. Any notice or communication shall be deemed to have been received:
        1. if delivered by hand, at the time the notice is left at the proper address or if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or
        2. if sent by email, at the time of transmission, or, if this time falls outside business hours in the place of receipt, when business hours resume. In this condition business hours means 9.00 am to 5.00 pm Monday to Friday on a day that is not a public holiday in the place of receipt.
      3. This condition 13.8 does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any other method of dispute resolution.
    9. Third party rights. Unless it expressly states otherwise, the Contract does not give rise to any rights under the Contract (Third Party Rights) (Scotland) Act 2017 for any third party to enforce or otherwise invoke any term of the Contract.
    10. No partnership or agency. Nothing in these Conditions is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other party, or authorise either party to make or enter into any commitments for or on behalf of the other. Each party confirms it is acting on its own behalf and not for the benefit of any other person.
    11. Governing law. The Contract, and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation, shall be governed by and construed in accordance with the law of Scotland.
    12. Jurisdiction. Each party irrevocably agrees that the Scottish courts shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.

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