Terms & Conditions
The Cinema Company LTD
Terms and Conditions
Interpretation
From here on, where we/our/us is specified, this is to be understood as The Cinema Company (TCC) or any sub-contractors working on our behalf.
Words in the singular include the plural and in the plural include the singular.
A reference to one gender includes other genders.
Any payment made to us, whether in part or full payment, relating to any Quotation/Invoice indicates your acceptance of these Terms & Conditions.
All Contracts and Terms & Conditions will be made in the English Language only and subject to English Law.
Condition headings do not affect the interpretation of these.
These Terms & Conditions may be used either in their entirety or the relevant part of.
Contract: any contract between the Business and the Customer for the sale and purchase of the Goods or Services, incorporating these conditions.
Customer: an individual or business that purchases goods or services from TCC.
Goods: any tangible items agreed in the Contract to be supplied to the Customer by TCC (including any part or parts of them).
Services: any non-tangible item agreed in the Contract to be supplied to the Customer by TCC, including but not limited to; advice, design, diagnostics, installation, system service.
1. Quotations/Proposals
1.1 All Quotations, whether in their paper form or a digital form, are valid for 30 days from the date of their creation. All quotations are supplied based upon either a verbal description or visual inspection of the property and the work to be carried out. All quotations/estimates are approximate and subject to change when additional labour or parts are required and we’re not included in the original estimate will be added to the final invoice.
1.2 Our quotations are provided based upon us having free and easy access to the property and not having to work around other trades or site restrictions. We expect the room to be sufficiently cleared prior to our arrival in order for us to commence our installation. We can aid in the removal of property where it is not feasible for the homeowner to carry this out. This will need to be discussed at the quotation stage, so we can allow for this both within costings and the time allocated in the calendar. Where this is the case, it can lead to substantial delays in our working day. This could potentially lead to increased labour charges as a result.
1.3 TCC will supply the Customer with Electronic items, but are not qualified Electricians in any respect or definition of the term. We can advise you of what we require in terms of power and where to locate this, but it is the Customers responsibility to arrange this unless it has previously been agreed during the quotation stage or has been accepted by TCC, in writing, as their responsibility to arrange.
1.4 We will make the assumption that where we or our Joiners are not supplying the furniture/rack for our equipment, any furniture you or others are providing, will be in place and fully built prior to our arrival. The unit should have suitable ventilation to promote the longevity of the products that it houses as well as suitable access to the rear of the unit for cabling purposes. Where any modifications have to be made to any unit, we reserve the right to charge for these modifications and will not be held responsible for any reduction in rigidity or value having carried out this work. There should be a suitable amount of shelving to accommodate all items that are to be installed. We reserve the right to charge for any return visits for the installation of products where adequate furniture has not been provided or is not ready for products to be housed.
1.5 Any joiners should have completed their cabinets including any filling/finishing that they need to. Any finishes should have had suitable drying time allowed prior to our site attendance.
1.6 Please note that any additional work requested beyond that detailed in our quotation, estimate, or subsequent documents will be chargeable at our normal rates as detailed within our price list.
1.7 Except in the case of Government induced changes or were specifically excluded we will honor all prices quoted for a period of 30 days from the date of quotation. After that period each item will be charged at the current retail selling price on the day of supply.
2. Payment(s)/Supply of Good(s)
2.1 All products shall remain the property of The Cinema Company Limited until full payment is irrevocably received. Title to the goods will not be passed to any third party until such payment has been received. We reserve the right, should we need to, retrieve the products if payment has not been made as agreed.
2.2 We will require full payment for any goods relating to the installation, from first fix through to final installation, before we order any item. We are happy to retain the products at our premises once this payment has been received should you require us to. We will deliver the products to the site/property as and when this is required. Ownership and responsibility for these products will then be transferred to the customer, and we will hold no responsibility for loss or damage following delivery.
In the case of commercial contracts, or when goods are delivered directly to the customer from our suppliers, delivery manifests and accompanying paperwork will be required to be completed and signed for by the customer. Items should be checked for damage and completeness, with responsibility for the condition of these goods solely on the signatory.
2.3 TCC reserves the right to cancel your order or part thereof (with a refund within a maximum of 30 days) if our suppliers are unable to supply the product that you require. Should TCC be unable to supply a product due to the inability of our suppliers to provide the product, TCC is under no obligation to do anything other than removing the product from our manifest and refund your payment for the item, in full.
2.4 If the actual Vendor’s product becomes discontinued or is unavailable within 30 days of your order, TCC reserves the right to substitute part or all of your order with a similar, or more expensive and/or newer version of the product (at no extra cost to you) even from a different vendor. If, however, this results in a significant variation in price, specification, or appearance then we will discuss this with you before supply.
2.5 If an item is no longer required following a request by yourself or someone acting on your behalf, there will be a 25% restocking fee applied to any amount to be refunded. We reserve the right to increase this, anywhere up to 100%, for custom or bespoke items that have been ordered or made specifically for your job.
2.6 The work (labour) that our installation teams carry out at your property will be invoiced at the end of the week in which the work was completed. An invoice will be sent to you by your preferred means where payment is required immediately upon receiving it. This invoice will also contain any additional items or extra man hours that we have had to use to get your system up and running.
2.7 Unless stated, all prices quoted exclude VAT at the current rate (20% at present). VAT will then be added at the end of the Quotation/Invoice.
2.8 Payment can be made by BACS, Debit/Credit card, or Cheque. For card payments, there will be a small administrative charge added onto the payment which is in line with the charges applied to the account by our provider. Payments can be accepted by cash but this will need to be arranged beforehand. Any large quantities of cash will have the correct procedures followed and relevant agencies contacted.
2.9 Any payment made to us, whether in part or full payment, relating to any Quotation/Invoice indicates your acceptance of these Terms & Conditions.
3. Manufacture/Joinery
3.1 This condition applies where TCC manufactures the Goods using designs and specifications provided by the Customer.
3.2 TCC shall endeavor to indicate potential improvements and problems to the Customer at the time of ordering.
3.3 TCC shall not test any Goods supplied under this condition. It is the responsibility of the Customer to test any such Goods. TCC cannot accept any liability for Goods designed by the Customer which are discovered not to be fit for the purpose for which they were designed.
3.4 Samples can be provided by TCC to the Customer upon request and subject to a charge at the sole discretion of the Business.
3.5 It is the responsibility of the Customer to specify, use and install products and materials suitable for the application in accordance with any current instructions and drawings supplied by us to British, local national or international specifications or statutory regulations relating to the goods.
3.6 For a “supply only” sale, the Customer is responsible for the accuracy of sizes requested. Any amendments to joinery items ordered due to inaccurate sizes will be charged for.
3.7 If the material or goods are ordered to be supplied to a template and the template dimensions differ from those associated documents or correspondence, the order will be executed to the dimensions of the template. Templates must always be of a rigid material.
3.8 In accordance with our policy of constant improvement, we reserve the right to modify or amend without notice the specification of any of our products.
3.9 Specification changes are subject to acceptance by TCC, including price revisions and any adjustments necessary to cover material procured and processed and labour expended prior to receipt by TCC of revised specifications.
3.10 Whilst every attempt is made to eliminate the expansion of joinery items such as but not limited to gates, doors, windows, and flooring by allowing a certain amount of clearance, TCC is not liable for any expansion or swelling of these items.
3.11 Unless otherwise stated, staining or painting of joinery items is not included in the estimated or quoted price.
4. Guarantee
4.1. Where the Goods have been manufactured by TCC and are found to be defective, or installation work by TCC is found to be defective, TCC shall repair or, in its sole discretion, replace defective Goods free of charge upon the following conditions:
4.1.1. the Customer giving notice of the defect within 7 days of the defect coming to the Customer’s attention;
4.1.2. such notice being served within 30 days of delivery or collection for a “supply only” sale, or within 1 year of the date of the invoice for “installation” work;
4.1.3. the defect being due to TCC’s faulty design, workmanship or materials;
4.1.4. the Customer having complied with TCC’s oral or written instructions as to storage, installation, use or maintenance of the Goods or in accordance with good trade practice; and
4.1.5. the defect is not due to rot or insect attack of joinery items.
4.2. Any Goods to be repaired or replaced for a “supply only” sale shall be delivered to TCC at the Customer’s expense.
5. Quality
5.1 Where TCC is not the manufacturer of the Goods, TCC shall endeavor to transfer to the Customer the benefit of any warranty or guarantee given to TCC
5.2 TCC warrants that (subject to the other provisions of these Terms) on delivery [and for a period of 3 months from the date of delivery,] the Goods shall:
5.2.1 be of satisfactory quality within the meaning of the Sale of Goods Act 1979;
5.2.2 be reasonably fit for any particular purpose for which the Goods are being bought if the Customer had made known that purpose to TCC in writing and TCC has confirmed in writing that it is reasonable for the Customer to rely on the skill and judgement of TCC
5.3 TCC shall not be liable for a breach of any of the warranties in condition 5.2 unless:
5.3.1 the Customer gives written notice of the defect to TCC, and, if the defect is as a result of damage in transit to the carrier, within 7 days of the time when the Customer discovers or ought to have discovered the defect; and
5.3.2 TCC is given a reasonable opportunity after receiving the notice of examining such Goods and the Customer (if asked to do so by TCC) returns such Goods to the TCC’s place of business at the [TCC’s] cost for the examination to take place there.
5.4 TCC shall not be liable for a breach of any of the warranties in condition 5.2 if:
5.4.1 the Customer makes any further use of such Goods after giving such notice; or
5.4.2 the defect arises because the Customer failed to follow TCC’s oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice; or
5.4.3 the Customer alters or repairs such Goods without the written consent of TCC.
5.5 Subject to condition 5.3 and condition 5.4, if any of the Goods do not conform with any of the warranties in condition 5.2 TCC shall at its option repair or replace such Goods (or the defective part) or refund the price of such Goods at the pro rata Contract rate PROVIDED THAT, if TCC so requests, the Customer shall, at TCC’s expense, return the Goods or the part of such Goods which is defective to TCC.
5.6 If TCC complies with condition 5.5 it shall have no further liability for a breach of any of the warranties in condition 5.2 in respect of such Goods.
5.7 Any Goods replaced shall belong to TCC and any repaired or replacement Goods shall be guaranteed on these terms for the unexpired portion of the 3 month period.
6. Site Attendance
6.1 For Health & Safety reasons, we require that all animals and children are removed from any areas that we are working or will require access to. This is to include our vehicles and any routes to and from the property. We will not be liable for any damage or injury caused by failure to adhere to this. This requirement does extend to any adults that are at the property for the period we are working there, it is taken that they would be aware of any works being carried out and will adapt accordingly.
6.2 If, upon our commencement of works, it becomes apparent that additional work is required that was either previously not disclosed or due to factors that could not be reasonably foreseen, further charges may be incurred. If we believe that extra charges are going to be incurred, we shall take all reasonable steps to contact you before continuing with this work. If, by not carrying out this work, the progress of the job schedule is going to be delayed for anyone working at the property and we have taken the above steps to clarify this with you, but still not made contact, we will, at our discretion, get the work done where possible so as to not to cause delays that would incur extra charges from others.
6.3 In cases where it has been necessary for us to use filler or similar products to make good, we may not be able to achieve a finish suitable for final decoration within the time allocated. In this case, it will be necessary for further preparatory work to be carried out by others prior to final decoration and it may be necessary for you to employ a specialist contractor.
6.4 In cases where it has been necessary for us to lift any carpet or flooring we cannot unless specifically agreed prior to agreement of a final price, guarantee to re-lay it in its original state. In this case, it may be necessary for you to employ a specialist contractor.
6.5 In the case of projects utilizing in ceiling speakers, we are able to supply and install in ceiling hoods, these ensure compliance with current regulations. It is important that you are aware that without these hoods the installation of ceiling speakers may be in contravention of Parts B (Fire Safety) and Parts E (Resistance to the passage of sound) of the UK building regulations and regulations 527-02-01 of the current IEE Electrical Regulations. The responsibility for this ultimately lies with the property owner, who may be served notice if any work carried out doesn’t comply with the UK Building Regulations. The property owner accepts this responsibility and understands that in the event of a fire an insurance claim could be affected.
6.6 We may prior to and during the installation process take still images of the project and its immediate surroundings. These are primarily for project management and training purposes however occasionally they may be used for promotional purposes. We will not, however, disclose to any third party the address of the property or names, etc of the clients concerned, nor cause to be published, photographs that may easily allow the premises to be identified.
7. Warranty
7.1 All of our installations are covered by our 1-year limited warranty. This warranty solely relates to the workmanship carried out at your property. In no way is it suggested, implied, or offered to cover any products or malfunction of any products relating to your installation.
7.2 Where hard drives, including NAS (Network Attached Storage) drives, are supplied, these are subject to the standard manufacturer’s warranty. We shall not be held liable for any damage or loss of material caused by any products that we have supplied or serviced, including hard drives and NAS drives, whether internal or external.
7.3 Any faulty product will need to be arranged to be returned to our Office/Showroom. If a product does become faulty within the first 4 weeks of installation, we will, at our earliest convenience, collect the products free of charge. If the fault should occur outside of this 4 week period, it is your responsibility to get the product to us/the manufacturer. If it is outside this 4 week period, we will collect the item and return it to reinstall the item, at our earliest convenience, which is a chargeable service. We shall not be liable for any costs incurred in returning the product. All packaging is to be retained for 28 days from installation to maintain the product’s warranty. This is a manufacturer’s requirement. We can remove the packaging from the property for you and store it until it can be disposed of, this will be subject to a fee.
MAINTENANCE CONTRACTS TERMS AND CONDITIONS
This Home Automation System Maintenance Contract outlines the scope of services provided by The Cinema Company Ltd, hereinafter referred to as the “Service Provider,” for the maintenance of the Client’s home automation system. The maintenance services encompass routine inspections, system health checks, firmware updates, and remote support to ensure the optimal performance and reliability of the home automation system.
Scope of Services:
1. Covered Home Automation Systems: The maintenance services provided under this contract cover a wide range of home automation systems, including but not limited to:
• Smart Lighting Systems
• Security Cameras and Surveillance Systems
• Smart Thermostats and HVAC Controls
• Home Audio and Video Systems
• Automated Door Locks and Access Control
• Home Network and Wi-Fi Infrastructure
2. Routine Inspections and Health Checks: The Service Provider’s certified technicians shall conduct periodic routine inspections and comprehensive health checks of the home automation system. This includes verifying the functionality of all connected devices, identifying potential issues, and assessing system performance.
3. Firmware Updates: The Service Provider shall regularly update the firmware of devices and components within the home automation system. Firmware updates are essential to ensure system security, improve performance, and add new features as provided by the manufacturers.
4. Remote Support: The Service Provider offers remote support services to assist the Client with troubleshooting, configuration assistance, and issue resolution during the specified remote support hours (Monday to Saturday: 8:00 AM to 6:00 PM).
Service Exclusions: The maintenance services under this contract do not cover physical repairs, modifications, software/application development, or upgrades not specified in the agreement. Third-party products or services and network connectivity issues are also excluded from the maintenance scope.
Additional Services: Any services or components not explicitly covered under this contract may be considered as separate services and may be subject to additional charges. The Client may request specific services beyond the maintenance scope, which shall be handled through a separate agreement.
Both parties acknowledge and agree to the specified scope of services for the home automation system maintenance, which covers a range of home automation systems and aims to maintain the system’s optimal performance and reliability.
3. Service Hours:
The service hours for the home automation system maintenance are as follows:
1. Remote Support:
• Monday to Saturday: 8:00 AM to 6:00 PM
2. Service Calls:
• Monday to Friday: 9:00 AM to 5:00 PM
During these designated service hours, the Service Provider’s support team will be available to assist the Client with remote support and service calls related to the home automation system.
Additional Service Hours: If the Client requires maintenance or support services beyond the standard service hours, additional service hours can be purchased. The cost and availability of the additional service hours shall be mutually agreed upon between the Service Provider and the Client before any additional services are provided.
4. Response Time:
Critical Issues: Critical issues refer to severe problems that significantly impact the functionality, security, or safety of the home automation system. Examples include complete system failure, security breaches, or critical devices not functioning. For critical issues, a rapid response time is expected, typically within 2 to 4 hours.
Major Issues: Major issues are problems that affect the normal operation of the home automation system but are not as severe as critical issues. Examples may include the malfunctioning of essential devices, partial system failures, or critical features not working as expected. For major issues, a response time of around 4 to 8 hours is reasonable.
Minor Issues: Minor issues are non-critical problems that have limited impact on the overall system functionality. Examples include minor glitches, configuration errors, or non-essential features not working properly. For minor issues, a response time of 1 to 2 business days is typically reasonable.
In the interest of promoting transparency and ensuring customer satisfaction, this contract shall incorporate a clause specifying that the stated response times are intended as targets and not as absolute guarantees. It is acknowledged that unforeseen circumstances or external factors beyond the service provider’s control may occasionally affect the ability to meet these response times. In such cases, the service provider commits to open and honest communication with the clients, promptly notifying them of any anticipated delays.
Additionally, both parties shall regularly review the terms of this Service Level Agreement (SLA) and performance metrics to identify opportunities for enhancement and uphold a superior standard of service quality. By engaging in these periodic evaluations, the service provider aims to continually improve the maintenance services offered under this contract, ensuring a satisfactory and reliable home automation system for the client.
5. Resolution Time:
Critical Issues:
• Definition: Critical issues refer to severe problems that significantly impact the functionality, security, or safety of the home automation system, causing a major disruption.
• Reasonable Resolution Time: Within 48 hours or less. The service provider should prioritise critical issues and work diligently to resolve them as quickly as possible, considering their potential to cause significant inconvenience or harm.
Major Issues:
• Definition: Major issues are problems that affect the normal operation of the home automation system, causing notable disruptions but not posing an immediate threat to safety or security.
• Reasonable Resolution Time: Within 1 to 3 business days. The service provider should give considerable attention to major issues to minimise the impact on the client’s system and restore normal functionality promptly.
Minor Issues:
• Definition: Minor issues are non-critical problems that have limited impact on the overall system functionality and do not pose any significant risk.
• Reasonable Resolution Time: Within 5 business days. While not as urgent as critical or major issues, the service provider should still address minor issues in a timely manner to maintain the system’s optimal performance.
6. Performance Metrics:
System Uptime: System uptime refers to the percentage of time that the home automation system remains operational and available for use without experiencing any unplanned outages or disruptions. It is a crucial metric to measure the system’s reliability and overall performance.
Response Time: Response time is the duration it takes for the Service Provider to acknowledge the receipt of a service request from the Client. It is usually measured from the time the request is raised until the Service Provider confirms receipt of the request.
Resolution Time: Resolution time is the period within which the Service Provider resolves or addresses the reported issue. It is measured from the time the service request is raised until the issue is fully resolved to the Client’s satisfaction.
Client Satisfaction: Client satisfaction is often measured through surveys or feedback mechanisms. It assesses the level of contentment and approval of the Client regarding the maintenance service, the responsiveness of the support team, and the overall performance of the home automation system.
Mean Time Between Failures (MTBF): MTBF is the average time between system failures. It calculates the system’s reliability and helps identify areas that may require improvement to reduce the frequency of failures.
Mean Time to Repair (MTTR): MTTR measures the average time taken to repair the home automation system after a failure. It is an essential metric for assessing how efficiently the Service Provider addresses and resolves issues.
Number of Support Requests: This metric counts the total number of support requests or service tickets raised by the Client within a specific period. It provides insights into the frequency and volume of issues encountered by the Client.
7. First-Time Fix Rate: This metric indicates the percentage of support requests that are successfully resolved on the first attempt without the need for repeated follow-ups or escalations.
8. Scheduled Maintenance Adherence: This KPI evaluates the extent to which the Service Provider adheres to the agreed-upon maintenance schedule and performs site visits as per the contract terms.
Escalation Procedures:
1. First Level Support:
• The initial point of contact for the Client’s reported issues will be the designated support team or Helpdesk of the Service Provider.
• The Client shall submit their service requests or raise any issues to the contact information provided by the Service Provider during the standard service hours.
2. Response and Resolution Attempts:
• The Service Provider’s support team will acknowledge the receipt of the service request within the agreed response time.
• The support team will diligently work to resolve the reported issue within the appropriate resolution time based on the severity and complexity.
3. Escalation to Second Level Support:
• If the issue remains unresolved within the defined resolution time, or if the Client expresses dissatisfaction with the progress, the matter will be escalated to the second level of support within the Service Provider’s organisation.
• The escalation will be managed by the designated supervisor or team leader responsible for overseeing the first level support team.
4. Client Management Escalation:
• In case the issue persists or the Client is dissatisfied with the resolution progress even after escalation to the second level support, the matter will be further escalated to the Client’s designated management representative.
• The Client’s management representative will engage with the Service Provider’s management to address the matter with a higher level of authority.
5. Executive Escalation:
• If the issue continues to remain unresolved or requires urgent attention, it may be escalated to the executive level within both the Service Provider and the Client’s organisations.
• The executive management of both parties will collaborate to reach a resolution, assigning necessary resources and priority to the matter.
6. Third Party Escalation (Optional):
• In exceptional cases where issues require expertise beyond the capabilities of the Service Provider, both parties may agree to involve a neutral third-party mediator or arbitrator to help resolve the matter.
CONTACTS FOR SUPPORT & ESCALATION
General Support:
Ian Thorogood:
Email: support@thecinemacompany.co.uk
Mobile: –
Office: 01245 401414
Client Management Escalation:
James Brown:
Email: jamesbrown@thecinemacompany.co.uk
Mobile: 07929 184452
Office: 01245 401414
Both parties agree to promptly notify each other of any escalations and to collaboratively work towards finding a timely and satisfactory resolution to the escalated issue.
This Escalation Procedures section is incorporated as part of the Home Automation System Maintenance Contract and is mutually agreed upon by both parties to ensure a systematic and effective process for handling unresolved issues.
Client Responsibilities:
In order to facilitate the efficient and effective provision of the home automation system maintenance service, the Client agrees to adhere to the following responsibilities:
9. System Access and Cooperation:
• The Client shall provide the Service Provider with necessary and secure access to the home automation system, including all devices, control interfaces, and network components, to carry out maintenance tasks and diagnostics.
• The Client shall cooperate with the Service Provider’s certified technicians during troubleshooting sessions and maintenance visits, providing relevant information and assistance as needed.
10. Timely Reporting of Issues:
• The Client shall promptly report any issues, malfunctions, or irregularities encountered with the home automation system to the Service Provider’s designated support team.
• The Client will provide detailed and accurate descriptions of reported issues, including any error messages, symptoms, or observable patterns to aid in the effective resolution.
11. Maintenance Site Readiness:
• The Client shall ensure that the maintenance site is accessible and safe for the Service Provider’s technicians during scheduled site visits.
• The Client shall clear any obstructions or barriers that may hinder the inspection and maintenance of the home automation system.
12. Cooperation with Scheduled Maintenance:
• The Client shall cooperate with the agreed-upon maintenance schedule and provide access to the home automation system as per the agreed-upon dates and times.
• In case of any scheduling conflicts, the Client shall promptly notify the Service Provider to reschedule the site visit at the earliest convenience.
13. Security and Data Backup:
• The Client is responsible for implementing appropriate security measures, such as strong passwords and network security protocols, to protect the home automation system from unauthorized access and potential threats.
• The Client shall take regular backups of critical data and configurations to prevent data loss in the event of system failures or maintenance activities.
14. Safe Operating Environment:
• The Client shall ensure that the home automation system is operated within the manufacturer’s recommended environmental conditions, including temperature, humidity, and ventilation requirements.
• Any modifications or alterations to the home automation system should only be performed with the prior approval of the Service Provider.
15. System Documentation:
• The Client shall maintain accurate and up-to-date documentation of the home automation system, including network diagrams, system configurations, and relevant contact information for all stakeholders.
16. Service Exclusions:
Physical Repairs: Any physical repairs or replacements of hardware components, devices, or equipment are not included in the scope of this maintenance agreement. Physical repairs are deemed separate services and may be subject to additional charges as agreed upon between the Service Provider and the Client.
Modifications or Upgrades: The contract does not encompass modifications, enhancements, or upgrades to the home automation system beyond the maintenance tasks explicitly specified in this agreement. Any requests for system modifications or upgrades shall be considered separate projects and may require a separate agreement and additional fees.
Third-Party Products or Services: This maintenance agreement does not extend to the maintenance or support of third-party products or services that are not directly provided by the Service Provider. The Client is responsible for managing any third-party relationships and coordinating support with their respective vendors.
Network Connectivity Issues: While the Service Provider will assist in diagnosing network-related issues affecting the home automation system, resolving general network connectivity problems, internet service disruptions, or issues with third-party network infrastructure falls outside the scope of this maintenance agreement.
Software/Application Development: The maintenance agreement does not include any software development, customisation, or programming services. Any specific software or application development required by the Client will be treated as a separate project and may entail additional costs and terms.
Natural Disasters and Acts of God: The Service Provider shall not be held liable for any damages or disruptions caused by natural disasters, acts of God, or unforeseen events beyond the reasonable control of the Service Provider.
User Training: While the Service Provider may provide basic guidance during maintenance visits, formal user training on the operation and usage of the home automation system is not part of this maintenance agreement.
Issues Arising from Client Negligence: The maintenance agreement does not cover issues resulting from the Client’s negligence, misuse, or improper handling of the home automation system or its components.
Any services or components falling under the aforementioned exclusions shall be subject to separate arrangements, and the Service Provider may offer such services at its discretion and on mutually agreed-upon terms.
17. Billing and Payment Terms:
1. Billing Cycle: The billing cycle for the home automation system maintenance services covered under this contract shall be on a monthly basis. The Service Provider shall issue invoices to the Client at the end of each billing cycle.
2. Payment Terms: Payment for the maintenance services shall be due within 5 working days from the date of invoice receipt. The Client agrees to remit the payment in full within the specified timeframe.
3. Accepted Payment Methods: The Service Provider accepts payments through Direct Debit, bank transfer, debit & credit card (No AMEX). Any associated transaction fees or charges shall be borne by the Client.
4. Late Payment and Penalties: In the event of late payment beyond the specified payment terms, the Client shall be subject to a late payment penalty of 5% per week on the outstanding amount until the payment is received in full.
5. Additional Charges: The maintenance services covered under this contract include routine inspections, system health checks, firmware updates, and standard support. Any additional services or components outside the scope of this agreement, as specified in the “Service Exclusions” section, shall be considered as separate services and may incur additional charges.
6. Change Orders: Should the Client request any changes or modifications to the agreed-upon maintenance services during the term of this contract, the Service Provider will provide a detailed proposal with associated costs for the Client’s approval. Any changes to the scope of work shall be documented in a formal change order and incorporated into the contract upon mutual agreement.
7. Taxes and Duties: The Client shall be responsible for any applicable taxes, duties, or levies imposed by relevant authorities in connection with the maintenance services provided under this contract. These charges will be added to the invoice amount.
8. Termination and Refunds: In the event of early contract termination, the Client shall not be entitled to any refunds for prepaid maintenance services. Termination charges, if applicable, will be outlined in the termination clause of this contract.
9. Invoice Disputes: In the event of any dispute related to an invoice or billing, both parties shall promptly communicate the issue in writing and work together in good faith to resolve the matter amicably.
Both parties acknowledge and agree to the specified billing and payment terms, including the penalties for late payment and additional charges for services outside the scope of this agreement.
18. Termination Clause:
1. Termination by Either Party: Either party may terminate this Home Automation System Maintenance Contract by providing a written notice of termination to the other party. Termination can be initiated under the following circumstances:
a. Convenience Termination: Either party may terminate the contract at their convenience by providing written notice of termination at least 30 days prior to the desired termination date. In such cases, the terminating party shall not be liable for any termination fees or penalties.
b. Material Breach: If either party commits a material breach of any provision of this contract and fails to remedy the breach within 30 days after receiving written notice of the breach from the other party, the non-breaching party may terminate the contract immediately upon written notice.
2. Termination for Insolvency or Bankruptcy: If either party becomes insolvent, files for bankruptcy, or undergoes liquidation or dissolution, the other party may terminate this contract immediately upon written notice.
3. Termination Due to Unforeseen Circumstances: Either party may terminate this contract if unforeseen circumstances arise that make the performance of the contract impossible or impractical. Examples of unforeseen circumstances include but are not limited to natural disasters, acts of God, or regulatory changes that significantly impact the provision of maintenance services.
4. Termination for Non-Payment: If the Client fails to make payment for the maintenance services within 30 days from the due date, the Service Provider may, at its discretion, suspend or terminate the contract upon written notice. Termination for non-payment shall not relieve the Client of its obligation to pay any outstanding amounts due to the Service Provider.
5. Refund upon Termination: In the event of termination by the Client for any reason other than the Service Provider’s material breach, the Client shall not be entitled to any refunds for prepaid maintenance services.
6. Obligations upon Termination: Upon termination of this contract, both parties shall promptly settle any outstanding payments, and the Client shall provide the Service Provider with access to the home automation system for the removal of any installed software or configurations related to the maintenance services.
7. Survival of Certain Clauses: The termination of this contract shall not affect the rights and obligations of the parties arising prior to the termination. The clauses related to confidentiality, dispute resolution, governing law, and any other surviving provisions shall continue to be in effect after the termination.
8. Notice of Termination: Notice of termination shall be provided in writing, either in person or via certified mail, to the respective addresses of both parties as specified in this contract.
Both parties acknowledge and agree to the terms of this Termination Clause, which governs the conditions and procedures for the termination of the Home Automation System Maintenance Contract.
19. Confidentiality and Data Security:
1. Confidential Information: During the course of providing maintenance services, both parties may exchange confidential and proprietary information. “Confidential Information” refers to any non-public information, data, or materials that are disclosed or made accessible by one party (“Disclosing Party”) to the other party (“Receiving Party”) in connection with this Home Automation System Maintenance Contract. Confidential Information may include, but is not limited to, trade secrets, system configurations, customer data, proprietary software, and any other sensitive business information.
2. Obligations of Confidentiality: Both parties agree to maintain strict confidentiality and to use reasonable efforts to prevent the unauthorised disclosure, use, or dissemination of any Confidential Information received from the other party. Confidential Information shall be disclosed on a “need-to-know” basis only to those employees or representatives of each party who require access to perform their duties under this contract.
3. Data Protection and Security Measures: The Service Provider shall implement appropriate technical and organisational measures to protect and secure any personal or sensitive data processed or accessed during the maintenance services. These measures shall be in compliance with applicable data protection laws and regulations.
4. Data Access and Storage: The Service Provider shall access and store any data provided by the Client for maintenance purposes solely for the duration of this contract. Upon contract termination or at the Client’s request, the Service Provider shall promptly return or securely dispose of all data, as per the Client’s instructions.
5. Non-Disclosure Agreement (NDA): If deemed necessary, both parties may enter into a separate Non-Disclosure Agreement (NDA) to further protect the exchange of confidential information beyond the scope of this maintenance contract.
6. Security Incident Notification: In the event of any security breach, unauthorised access, or loss of Confidential Information, the Service Provider shall promptly notify the Client and take appropriate remedial actions to mitigate the impact and prevent any further unauthorised access.
7. Compliance with Data Protection Laws: The Service Provider shall comply with all applicable data protection and privacy laws and regulations governing the collection, use, and disclosure of personal information during the provision of maintenance services.
8. Limitation of Liability: While the Service Provider takes reasonable measures to protect data and information, it shall not be held liable for any damages or losses arising from unauthorised access, security breaches, or data breaches beyond its reasonable control.
20. Dispute Resolution:
Good Faith Negotiation: In the event of any dispute, disagreement, or claim arising between the parties concerning the interpretation, performance, or implementation of this Home Automation System Maintenance Contract, both parties agree to first attempt to resolve the matter amicably through good faith negotiations.
2. Escalation to Management: If the dispute cannot be resolved through direct negotiation between the parties, the matter shall be escalated to the designated management representatives of each party. The management representatives shall meet within [X] days of the written request for resolution and attempt to find a mutually acceptable solution.
3. Mediation: If the dispute remains unresolved after the escalation to management, both parties agree to explore mediation as a means of dispute resolution. Mediation shall be conducted by an independent, neutral third-party mediator agreed upon by both parties.
4. Arbitration (Optional): If mediation does not lead to a resolution, either party may elect to pursue binding arbitration. Arbitration shall be conducted in accordance with the rules and procedures of a reputable arbitration organisation agreed upon by both parties.
5. Choice of Law and Jurisdiction: This Home Automation System Maintenance Contract shall be governed by the laws of [State/Country]. Any legal actions arising from or related to this contract shall be brought exclusively before the courts of [City/Region].
6. Continued Performance During Dispute Resolution: The parties agree that, except in cases of a material breach or where immediate cessation is necessary, both parties shall continue to fulfil their respective obligations under this contract during the dispute resolution process.
7. Confidentiality of Dispute Proceedings: All communications, negotiations, and proceedings relating to the dispute resolution process, including any discussions during mediation or arbitration, shall be treated as confidential and shall not be disclosed to any third party without the express written consent of both parties.
8. Costs of Dispute Resolution: The costs and expenses associated with any mediation, arbitration, or legal proceedings shall be borne by the respective parties as determined by the outcome of the dispute resolution process.