HBE24 Terms & Conditions

HBE24 Service Agreement Terms & Conditions

It is hereby agreed:

1. Our standard terms & conditions herein apply to all services provided by the Company (hereafter referred to as HBE) for HBE24 products and services.
2. The Customer shall during the continuance of the agreement pay to HBE, (without previous demand) the agreed price per annum plus VAT. Payment of the agreed price will become due when the invoice is generated or from the date of which the service is first provided, whichever is the later.
3. Payment terms are strictly 28 days from date of invoice. Invoices are generated on the 1st of each quarter for payment at the end of the 1st month of each quarter by direct debit to such account as nominated by HBE from time to time.
4. The Customer shall not be entitled to withhold any payment due to HBE unless they are doing so because of a dispute as to the amount due which has been notified to us within 5 working days from the invoice date, in which case the Customer may only withhold the amount which is in dispute.
5. All prices are subject to an annual price review unless otherwise agreed. Should the Customer fail to pay invoices or other sums payable under the agreement on the due date (whether demanded or not) HBE may charge a late payment fee of 8% above Bank of England base rate on any overdue amounts under the Late Payment of Commercial Debt (Interest) Act 1998 and 2002 Regulations for any invoices not settled promptly.
6. These Service Agreement Contract Terms and Conditions are binding for the Contract Term period specified within the contract unless otherwise agreed and shall continue for each term thereafter unless terminated. At the end of a given Contract Term, the contract will continue without break on a rolling term unless and or until either party provides the other with no less than three (3) months’ notice in writing to expire at the end of the given contract term and or, after any subsequent agreed extensions to the term where applicable. The Customer may not terminate or otherwise cancel the Service Agreement (or any part thereof) except in accordance with stated Conditions. If the Customer is not a limited company, then termination of this contract is covered by the Consumer Credit Act 1974.
7. In the event that the Customer terminates the Service Agreement prior to the agreed contract end, the Customer shall immediately pay to HBE all amounts that would have been payable under the Contract for the three (3) month period that constitutes the notice period (or should have constituted the notice period if properly served) in addition to an Asset Removal to be agreed per item of installed Equipment and 50% of the charges payable under the Service Agreement for the remainder of the Term.
8. The Customer hereby acknowledges and agrees that the charges set out represent a reasonable estimate of the likely losses and costs that would be incurred by HBE as a direct result of the Customer’s termination of the Service Agreement during the agreed Contract Term.
9. On accepting the Service Agreement, the Customer agrees that HBE may use and/or disclose personal information about the Customer, its directors, partners, or principals for the purposes of obtaining credit checks or for marketing HBE24 products and or services to the Customer. HBE will not pass Customer information to any third party for marketing purposes.
10. HBE hereby hires to the Customer the Equipment set out within the Service Agreement. For the avoidance of doubt, ownership of the Equipment always remains with HBE. The Customer shall not allow any person, firm, or company other than HBE or its agents to maintain, service, remove or relocate its Equipment or allow any products other than those supplied by HBE to be used. The Customer shall be entirely liable for any damage caused to the Equipment following instalment on its premises and will indemnify HBE against all costs incurred as a result of having to remove, repair or replace same.
11. The Customer shall permit HBE and its employees and agents’ entry to its premises in order to have access to the Equipment for the purposes of servicing, inspection, repair and maintenance. Although HBE will use all reasonable endeavours to provide notice for access and discharge its obligations under this agreement in a prompt and efficient manner, it does not accept responsibility for any failure or delay caused by circumstances beyond its or its agent’s control.
12. The Customer shall advise HBE of any changes, or proposed changes to the Customer’s premises, or any relocation, or proposed relocation of the Equipment with such premises, which may have an impact on the provision of the Services. HBE accepts no responsibility for any affect or interruption to the provision of the Services that such changes may cause and if additional work is required to rectify such issues, the Customer shall be entirely responsible for all costs.
13. In the case of change of company ownership, the existing Service Agreement will transfer over to the new owner. This will be achieved by all parties signing a letter to the effect, alternatively a new Service Agreement can be signed by the new owner and the existing Service Agreement cancelled. Under deemed acknowledgment of transfer novation of Service Agreement does not need to take the form of a written agreement. Where the new company advises of the change of ownership and continues to accept the services and pays for said services then the new owner’s actions will be accepted as agreement to the novation.
14. HBE and/or its agents reserve the right to make changes to the times and days of provision of service to meet our operational requirements and where required to develop and improve our service delivery, where possible we will make every effort to provide notice thereof.
15. HBE will provide electronic proof of service via their preferred software platform across all remote monitoring services that are delivered directly to the Customer.

• The Customer shall be solely responsible for and hold HBE and/or its agents fully indemnified against all claims, demands, liabilities, losses, damages, proceedings, costs, and expenses which may be brought against or incurred by the Customer as a direct result of any act or omission involving the Equipment (other than death or personal injury resulting from negligence of HBE, its employees or agents).

16. In the event of unauthorised removal of the Equipment from the premises, the Customer will be responsible for all costs, claims and demands in respect to the replacement and re-instatement of the Equipment on the Customer premises.
17. The Customer during the continuation of the Service Agreement shall not sell or offer for sale, lend, assign, pledge, or otherwise deal with or part with possession of the Equipment and shall not remove the Equipment from their premises without obtaining prior written consent from HBE.
18. The Customer shall during the continuance of the Service Agreement keep the Equipment insured with an insurance company of good repute against loss or damage from all risks (including fire, theft, and vandalism) and will provide a copy of such policy to HBE upon request. The Customer will notify its insurers that the Equipment is on hire from HBE and request the insurers to endorse a note of such interest on the policy of insurance naming HBE as loss payee. The Customer shall indemnify HBE against any loss or damage to the Equipment not recoverable under the policy of insurance.
19. The Customer may not assign this agreement without the prior written consent from a Director of HBE. Any purported assignment in violation of this section shall be void. HBE shall be free to assign the benefit and the burden of this agreement to any person, firm, or company.
20. No forbearance, indulgence or relaxation on the part of HBE shown or granted to the Customer in respect of any of the provisions of this Service Agreement shall in any way affect, diminish or prejudice the rights or powers of HBE under this Service Agreement or operate as or deemed to be a waiver of any breach by the Customer of the terms and conditions of this agreement.
21. The Customer hereby waives all and future claims and rights of set-off against any instalments or rental or any payment due hereunder or otherwise and agrees to pay rental and other amounts hereunder or otherwise regardless of any equity, set-off or cross claim on the part of the Customer against HBE.
22. Any notice hereunder shall be in writing and may be served by sending it by email, letter posted, or hand delivered to the address stated in the quotation, and in any other case the last known address of the addressee.
23. The Customer must inform HBE of any hazards that our Employees may encounter whilst working at their premises.
24. The Customer shall provide HBE with full details where any item we have supplied to them has become affected or contaminated with dangerous, toxic, adhesive or inflammable substances. Following a risk assessment, HBE reserve the right to refuse to provide the HBE24 Services to any such items.
25. Damaged, lost, stolen or vandalised Equipment MUST be reported to HBE as soon as loss or damage occurs. Please note that the Customer will incur costs for the provision and the installation of replacement units.
26. The Customer will provide a suitable area for siting the Equipment and only use the Equipment to monitor the services agreed within the Service Agreement, in accordance with the applicable laws in the Customer’s jurisdiction and best environmental practices.
27. The Customer should fully follow and comply with any recommendations that may be made by HBE employees in relation to the HBE24 services and the requirement for the installation of repeater/base stations. The Customer will pay any agreed additional charges and call outs at rates agreed within the Service Agreement, and/or other such rates agreed via email, letter or via call recording.
28. This Service Agreement should be governed by and construed in accordance with the laws of Northern Ireland.
29. For the purposes of the Contracts (Rights of Third Parties) Act 1999 these terms and conditions are not intended to, and do not, give any person who is not a party to them any right to enforce any of its provisions.
30. HBE shall be entitled to terminate the Contract Term with immediate effect in the event of a material or repeated breach by the Customer of these terms and conditions and/or the Service Agreement. In the event of such termination, the Customer shall be liable to HBE for all costs incurred in removing the Equipment and shall provide HBE with access to the premises for such removal.

Definitions

“Service Agreement ” means the service agreement signed by the Customer and HBE which together with these Conditions govern the Contract.

“Contract Term” means the agreed term specified in the Service Agreement; (expressed in months or years.)

“Customer” means the end user Organisation and its agents.

“Company” means HBE and or its agents.

“Services” means any services which HBE and or its agent’s supplies to the Customer as specified under the Service Agreement.

“HBE24” means the remote monitoring services provided using the Equipment.

“Equipment” means the equipment provided, installed, and maintained by HBE under this agreement.

“HBE” means a company registered in Northern Ireland with company number NI036796 whose registered address is Craigmore House, 19 Millvale Road, Newry, BT35 7NH.