1. DEFINITIONS AND INTERPRETATION

1.1. In these Terms, the following definitions apply:

Assessment: An evaluation prepared by Safer regarding the Client's potential need for services and/or Equipment. 

Assets: Any fixtures, fittings, stock, equipment, goods, or property at the Site, including cabling, infrastructure, or building materials.
Charges: Any fees detailed in the Order Form or Order Literature, including call-out fees, rental charges, service fees, and any other charges invoiced to the Client under these Terms.

Client: The purchaser of the Services as specified in the Order Form or Order Literature.

Confidential Information: Any commercially sensitive information provided by a party that is identified as confidential, is a trade secret, relates to Intellectual Property, or could reasonably be considered valuable to competitors, including all information about the Safer PODs.

Consumer Prices Index: The most recent consumer prices index published by the Office of National Statistics.

Contract: The agreement consisting of the Order Form and these Terms. Contract Year: A period of 12 consecutive months starting on the Service Date or any anniversary of it.

Data Protection Legislation: As defined in clause 12.6
Equipment: The equipment specified in the Order Form or Order Literature, including security doors/screens, alarm systems, CCTV equipment, Third Party Equipment, Safer PODs, and/or CCTV towers.

Expenses: Reasonable fees and costs incurred by Safer in delivering the Services, such as congestion charges and toll fees.

Goods: The goods specified in the Order Form or Order Literature, including Third Party Goods, glazing, or locks.

Initial Fee: A non-refundable fee specified in the Order Form or Order Literature.

Intellectual Property: All rights (whether registered or not) in patents, trademarks, service marks, designs, copyrights, trade secrets, domain names, know-how, and related licenses, including the right to sue for past infringements.

Marketing Guidelines: The marketing guidelines provided by Safer to the Client at the start of the Contract and any updates issued by Safer. Product branding must not be altered in any way.

Minimum Period: The minimum service period specified in the Order Form or, if not specified, 1 week unless otherwise stated in the proposal.

Order Form: The agreement issued by Safer to the Client regarding the Services, which may be in any form, including email.

Order Literature: Any documents related to the Equipment, Goods, or Services provided alongside the Order Form, such as brochures, plans, quotations, and schematics.

Safer: “Safer” means Safer Scotland Limited (SC526884) or any affiliated company specified on the Order Form.

Service Charge: The amount payable for the Services as specified in the Order Form or Order Literature, subject to any additional Charges.

Service Date: The start date of the Services as set out in the Order Form or Order Literature.

Services: The services Safer agrees to provide, including the provision, installation, inspection, and maintenance of Equipment, property maintenance, cleaning, monitoring, guarding, caretaking, waste removal, and emergency boarding up services, as specified in the Order Form or Order Literature.

Site: The location(s) identified in the Order Form or Order Literature for performing the Services. If there are multiple locations, "Individual Site" refers to one of them. Sub-Contractors: Contractors or affiliated companies appointed by Safer to provide all or part of the Services. 

Terms: The provisions set out in this document.

Third Party Equipment: Any Equipment provided to Safer by a third party. 

Third Party Goods: Any Goods manufactured, provided, or made available to Safer by a third party.

Warranty Period: Unless specified otherwise in the Order Form or Order Literature, six months from the Service Date.

1.2. Interpretation: Words in the singular include the plural and vice versa. References to any gender including all others, and references to legal entities include natural persons a vice
versa. Headings are for convenience only and do not affect the interpretation of these Terms.

1.3. Rights and Remedies: Delays or partial exercises of any right or remedy under the Contract do not waive that right or remedy, nor do they waive any subsequent breach.

1.4. Severability: If any provision of the Contract is found to be illegal, invalid, or unenforceable, it will be severed from the rest of the Contract, which will remain in effect

1.5. Governing Law and Jurisdiction: The Contract is the entire agreement between the parties and is governed by Scots law. Both parties agree to the exclusive jurisdiction of the Scottish
courts.

2. ORDERS FOR SERVICES

Order Acceptance: An order is only binding on Safer once it has been accepted in writing (the "Order"). Safer will make reasonable efforts to provide the Services on the dates specified in the Order Form and/or Order Literature. Time is not of the essence in the delivery of Services. The Client is responsible for ensuring the accuracy of the Order and providing all necessary information to Safer. Quotes provided are indicative until a full survey or Assessment is completed.

3. PAYMENT TERMS

3.1. Payment terms: Payment schedule will be outlined by the Safer Account Manager.

3.2. Payment Due Date: Unless advance payment is required, the Client must pay all amounts due within 30 days of the invoice date. Safer's billing week runs from Monday to Sunday. Invoices are sent electronically. All sums become immediately payable upon the occurrence of an event outlined in clause 14.3. Payments must be made in full without any right to set-off or withholding. Safer reserves the right to change payment terms with 5 days' written notice.

3.3. Service Charge Adjustments: Safer may increase or decrease the Service Charge and any Charges by written notice. This includes adjustments for legislative changes, such as national minimum wage increases. The Service Charge will increase annually, beginning on the first anniversary of the Service Date, by at least the percentage increase in the Consumer Prices Index over the preceding 12 months. Safer will provide at least 30 days' notice before any change takes effect.

3.4. Late Payments: Late payment. If the Hirer does not make any payment to Safer in full by the due date, without prejudice to any other rights of Safer, Safer may charge you interest (both before and after judgment) on the amount unpaid in accordance with the Late Payment of Commercial Debts (Interest) Act 1998 as amended and supplemented by the Late Payment of Commercial Debts Regulations 2002 and/or to suspend further Services to you or any of your associated companies

3.5. Credit Card Payments: If the Client would like to pay by credit card, the account manager can arrange for a secure payment link to be sent via email.

3.6. Installation Cancellations: If the Client cancels an Equipment installation appointment or if Safer is unable to complete installation in one visit due to circumstances beyond its control, Safer will charge an installation fee per cancellation or additional visit as specified in the Order Form.

3.7. Additional Site Visit Fees: Safer may charge additional fees for site visits as follows:

• If Safer has to wait more than 1 hour at the Site for reasons beyond its control, a fee of £76 per man-hour will apply.
• If additional costs are required to secure the Site after discovering a security breach or to complete works not done by the Client before the Service Date, Safer may take necessary measures and charge applicable fees, including out-of hours, rental, and site attendance fees.

3.8. Regardless of any separate pricing agreements, all-inclusive services or quoted Service Charges, where Safer or any of their representatives, employees or contractors attends at Site due to a false alarm, malfunction of the Equipment or for any reason other
than for the purposes of the Contract as set out in the Order Form, the Client shall be liable for a call out Charge of £45 + VAT per attendance.

3.9. Safer will be entitled at its discretion to charge double the quoted rate to provide the Services (including, but not limited to, alarm and other Equipment response services, manned guarding services, and any other emergency services) on bank or public
holidays.

4. TERMS & WARRANTIES

4.1. These Terms govern the Contract, and Safer provides Services solely under these Terms. Acceptance of the Services or payment of any Charges constitutes acceptance of these Terms. Payment of the Initial Fee implies acceptance of these Terms. Variations are valid only if signed by an authorised Safer representative. Except as expressly stated, all other terms, conditions, representations, or warranties, whether oral or written, are excluded to the fullest extent permitted by law.

4.2. Statements or information provided in any Order Form, catalogue, price list, or communication, or made orally by Safer employees or agents, do not alter or override these Terms. Variations to the Contract are only effective if in writing and signed by all parties. In case of any conflict between these Terms and the Order Form or Literature, these Terms shall prevail.

4.3. Safer’s Warranties:

a. Equipment & Goods: Safer warrants that, subject to clause 4.4, during the Warranty Period, any Equipment and/or Goods will materially comply with the specifications provided, as long as they are used according to the manufacturer’s instructions or other
instructions provided by Safer.

b. Services: Safer will provide the Services with reasonable care and skill.

c. Condition: Subject to clause 4.4, Safer ensures that the Equipment and/or Goods are in working condition as of the Service Date. The Contract does not constitute a sale or supply by description or sample. Safer may replace out-of-date Equipment and/or Goods with updated alternatives as close as reasonably practicable to those specified in the Order Form or Literature.

4.4. Limitations:

• Safer does not warrant or guarantee the suitability, fitness, or effectiveness of the Equipment, Goods, or Services for any particular purpose.

• The Services are intended to provide a reasonable deterrent to unauthorised access, detect certain events (e.g., intruders, fire), or perform other specified services (e.g., cleaning, rubbish clearance, utility disconnection, lock installation).

• Safer does not warrant or guarantee that the Equipment or Services will prevent unauthorised access, incidents, or damage at the Site. It is the Client’s responsibility to assess risks, value the Site, and insure the Site and all Assets, regardless of the Services provided by Safer.

4.5. Third-Party Equipment & Goods: The warranties in clause 4.3 do not apply to Third-Party Equipment or Goods.

5. THE SITE

5.1. The Client grants Safer (and its employees, contractors, or Sub-Contractors) a license for the Contract's duration to enter the Site at any time, without notice, with free, adequate,
uninterrupted, and unrestricted access (including suitable access for Safer’s vehicles) for the purpose of:

• Performing the Services.

• Inspecting and maintaining the Equipment.

• Removing the Equipment, especially if the Client breaches the Contract.

• Installing the Goods.

Safer may enter the Site by force to fulfill its obligations, exercise its rights, or recover Equipment and/or Goods upon Contract termination or Client breach.

5.2 . The Client must ensure the Site is a safe workplace for Safer and its employees, agents, and Sub-Contractors, including compliance with legal welfare requirements for guards. The Client indemnifies Safer against all claims arising from failure to meet this obligation.

5.3. Client Acknowledgments:

5.4. Provision of Services and forced entry may cause loss or damage at the Site.

5.5. Safer relies on information about the Site and Client provided by or on behalf of the Client, with no obligation to verify or correct errors.

5.6 . If Services include alarm, monitoring, inspection, or guarding, Safer will rely on information provided by the Client regarding the location and other details related to the Site.

6. THE EQUIPMENT

6.1. Title to any Equipment provided as part of the Services remains with Safer at all times. Equipment will be installed and removed by Safer at the client's expense unless otherwise
agreed. The Client is responsible for damage caused to the equipment by negligence except for fair wear and tear. According to clause 7, the Client should insure the Equipment accordingly. If any loss or damage occurs beyond fair wear and tear, the Client must immediately notify Safer in writing. Safer may then choose to repair or replace the Equipment and, subject to clause 7, will charge the Client for any repair costs, replacement parts, or replaced Equipment, unless the damage or fault is directly caused by Safer.

6.2 The Client is prohibited from moving, taking down, relocating, dismantling, refitting,repairing, servicing, damaging, or interfering with the Equipment or removing any signs, branding, or labels on the Equipment. The Client must also prevent others (apart from Safer and its Sub-Contractors) from doing so. The Client agrees to adhere to the Marketing Guidelines for the duration of the Contract. If the Client re-hires the Equipment to its own customer (the "Onward Hirer"), the Client must ensure the Onward Hirer also adheres to the Marketing Guidelines. The Equipment is provided solely for the Client's benefit during the Contract term, and the Client must not sell, sub-hire, part with possession, charge, or encumber the Equipment.

7. LOSS OR DAMAGE

1. The Client accepts full liability for any loss or damage to any item or Equipment as a result of negligence on the part of the customer. In the event of loss or damage to any Equipment, the Client must pay Safer the following amounts: (i) all outstanding and current Service Charges; and (ii) the fair market value of the Equipment as estimated by Safer shortly before the theft, damage, or loss, assuming the Equipment was in good condition (except for ordinary wear and tear). Safer's assessment of the Equipment's value will be conducted reasonably and in good faith.

2. Assessments:
When Safer conducts an Assessment for the Site, it is solely to identify services that might benefit the Client. The Client is responsible for deciding which Services to engage Safer for. Safer does not guarantee that the Services mentioned in an Assessment will prevent any loss or damage, and the Client should not rely on the Assessment for insurance or other purposes. The Client acknowledges that it is more familiar with the specific risks associated with its Site and is therefore in a better position to determine the necessary Services to protect the Site, including meeting any insurance requirements. The Client may choose to request additional Services from Safer at any time beyond those initially outlined in the Order Form(s).

If the Client opts for a different or more limited set of Services than those recommended by Safer in an Assessment, quote, or the Order Form or Order Literature, this choice is made at the Client's own risk. The Client assumes full responsibility for any loss, damage, or theft at the Site that is directly attributable to the reduction or modification of the Services.

8. RIGHT TO SUB-CONTRACT

Safer reserves the right to subcontract any or all of its obligations under the Contract. Any rights, responsibilities, or limitations that apply to Safer under the Contract will equally apply to any Sub-Contractor engaged by Safer.

9. LIMITATIONS OF LIABILITY

9.1. Aggregate Liability: Safer's total liability to the Client for any loss or damage in connection with the Services at an individual site, regardless of cause, is limited to the amount paid by the Client for the Services at that site during the relevant Contract Year. However, the total liability across all sites and contract years will not exceed £50,000. A higher limit may be negotiated, subject to insurer approval and documented agreement.

Exclusions: Safer is not liable for:

9.2. Economic losses, lost profits, business, contracts, opportunities, revenues, anticipated savings, reputation, goodwill, goods, data, information, or any special, indirect, or
consequential losses.

• Losses recoverable under insurance or compensated without cost to the Client (except for insurance excess).

• Losses related to Third Party Equipment or Goods that Safer cannot recover from the third-party provider.

• Losses from uncovered parts of the site, theft, vandalism, Client breaches, or during service suspension periods known to the Client.

• Defective Goods or Equipment caused by the Client, third-party modifications, lack of routine maintenance, or events beyond Safer’s control (e.g., flood, fire, lightning).

• Losses from unauthorised access or incidents unless proven that Safer's equipment failed due to their own fault, and that failure directly caused the loss.

• Losses or damages to the site, fixtures, fittings, personal property, or other assets arising from Safer's services.

• Losses due to the Client’s failure to comply with certain contract clauses.

9.3. Exceptions: These limitations do not exclude liability for death or personal injury due to negligence or other liabilities that cannot be lawfully excluded.

9.4. Reasonableness: The Client agrees that limiting Safer's liability is reasonable because:

• The Client is better positioned to assess and insure against potential site losses.

• Such losses would be disproportionate to the Service Charge.

• Safer cannot obtain unlimited insurance for its potential liabilities.

9.5. Claim Requirements: Safer is not liable for any losses or liabilities not notified within three months of the incident. The Client must take reasonable steps to mitigate losses and submit proof of purchase and evidence of claimed replacement value within 14 days of becoming aware of the loss or damage.

10. General Limitation:

10.1 The Client agrees that Safer is not liable for any liabilities, costs, expenses, damages, or losses, including direct, indirect, or consequential losses, loss of profit, loss of reputation, interest, penalties, or legal costs incurred by the Client or any third party in connection with or related to the Existing Systems. This includes any faults, failures, or deficiencies in the Existing Systems. 

Interaction with Fixed Systems

Compliance with Specification:

• If the Services or Equipment provided by Safer involve or interact with any fixed systems at the Site (the "Fixed Systems"), the Client must comply with the terms of the Specification throughout the Term. These specific obligations of the Client are essential for Safer to deliver the Services.

Additional Fees:

• Safer may charge additional fees if the Client fails to comply with any term of the Specification, resulting in additional expenses for Safer.

Scope of Services:

• The Equipment comprising the Fixed System will be installed, maintained, and monitored in accordance with the Specification only. The Services provided by Safer are limited to the scope and field of detection outlined in the Specification.

Additional Limitations of Liability:

Safer will not be liable for:

▪ Any loss or damage resulting from the Client’s failure to comply with the Specification, including any inability of Safer to monitor the Equipment due to such failure.

▪ Any loss or damage occurring outside the scope of the Specification.

10. CLIENT INDEMNITY 

10.1. The Client agrees to indemnify and hold Safer harmless against all liabilities, costs, expenses, damages, and losses, including direct, indirect, and consequential losses, loss of profit, reputation, interest, penalties, legal fees (on a full indemnity basis), and other reasonable professional costs and expenses, arising from or in connection with any third-party claims against Safer due to:

10.1.1. Service Provision: Any claims related to the provision of Services, especially those asserting a duty of care owed by Safer to a third party, where the incident was beyond Safer’s control or knowledge.

10.1.2. Client Breach: Any breach of contract by the Client.

10.1.3. Contract Enforcement: Safer's efforts to enforce the terms of this contract.

10.1.4. Confidential Information: The Client’s unauthorised use of Confidential Information for commercial or financial gain.

Additionally, the Client will indemnify Safer against any losses related to:

10.2. Safety Issues: Death or injury to Safer’s employees, agents, or contractors, or damage to Safer’s property, arising from unsafe conditions at the Client’s site or anything under the Client’s control.

10.3. Client Actions: Any losses directly or indirectly resulting from the actions or omissions of the Client or any related party.

10.4. Termination Costs: Any losses Safer incurs due to terminating the employment of personnel involved in providing services, arising from the termination of this Contract, or the suspension/reduction of services for any reason.

10.5. The Client is required to maintain adequate insurance coverage with reputable insurers to cover any potential liabilities under these terms.

10.6. These indemnities apply regardless of whether Safer has been negligent or at fault.

11. THIRD-PARTY RIGHTS AND NON-SOLICITATION

11.1. Parties to the Contract: The parties listed in the Order Form are the only parties to the Contract. The Client confirms it is not acting as an agent for any other person regarding Services. If someone signs the Order Form as an agent for the Client, that person guarantees they have full authority to do so including agreeing to the Service Charge and committing the Client to the Contract.

Unless explicitly stated, no third party has the right to enforce any terms of this Contract under the Contracts (Rights of Third Parties) Act 1999.

11.2. The Client agrees not to solicit, entice away, or employ (whether directly or indirectly), without the prior written consent of Safer, any person who is or has been employed by Safer in connection with the provision of Services under this Contract, during the term of the Contract and for a period of 12 months following its termination. This restriction also applies to any individual with whom the Client has had dealings in relation to this Contract

12. CONFIDENTIALITY, DATA PROTECTION, AND INTELLECTUAL PROPERTY

Confidentiality:

12.1. Each party agrees to use and disclose the other party’s Confidential Information only for purposes related to the Contract and to protect such information from unauthorised use, disclosure, or access. Reasonable steps, including relevant clauses in employment and service contracts, must be taken to safeguard the information.

12.2. The confidentiality obligations do not apply to information that:

• Becomes public knowledge through no breach of this agreement;

• Was known by the receiving party without an obligation of confidentiality before being provided under the Contract;

• Is disclosed with the other party’s consent.

Safer may disclose the Client’s Confidential Information to any representative who provided initial instructions for the Services, as well as to professional advisers or insurers of either party. If the Client’s insurer or broker referred the Services, the Client consents to
Safer providing the requested information to the insurer.

Intellectual Property:

12.3. The Intellectual Property rights in the Services, including Equipment, are owned by or licensed to Safer. The Client must comply with Safer’s instructions regarding such Intellectual Property, which will not transfer to the Client during or after the Contract.

• Safer reserves the right to address any infringement of its Intellectual Property. The Client indemnifies Safer against any losses, including direct, indirect, or consequential losses, legal fees, and professional costs, resulting from the Client’s breach of this clause.

12.4. The Client is fully responsible for the actions and omissions of their subcontractors, employees, officers, workers, and third parties they engage with, particularly regarding any breach related to Safer’s Intellectual Property.

Equipment Usage:

12.5. The Client is only authorised to use the Equipment for detecting or deterring intruders at the Site. The Client is not permitted to use the Equipment for any other purpose, nor to copy, reverse engineer, disassemble, modify, or adapt the Equipment or its software, or to attempt to derive source code, trade secrets, or functional knowledge from it.

12.6. Data Protection:

• The terms “personal data,” “processing,” “data controller,” and “data processor” have the meanings defined in the GDPR and related UK legislation. 

• Safer will act as the data processor for personal data related to the Client and its employees, agents, subcontractors, and contractors (including any site keyholders) to deliver the Services. This data may be shared with third parties, such as Safer’s subcontractors, monitoring partners, and the police, solely for performing the Services.

• The Client confirms that it has obtained all necessary consents and permissions from data subjects for Safer to process their personal data and will ensure that all required consents and notices are in place for the lawful transfer of personal data to Safer. Safer will process personal data in accordance with its privacy notice, available on its website and subject to updates.

13. TERMINATION OF SERVICES

13.1. Minimum period commitment

Termination Notice: The Contract is subject to a Minimum Period. After this period ends, the Services will continue until either party terminates the Contract as outlined in clause 13.2.

Either party can terminate the Contract by giving 7 days' written notice, unless a different notice period is specified in the Order Form. However, the Contract cannot terminate before the end of the Minimum Period. The termination will take effect after the notice period expires.

• The Contract remains in full force and effect until express written notice of termination is provided by either party, even if the Minimum Period has ended.

13.3. Safer’s Right to Terminate: Safer may suspend or terminate the Contract immediately, and without prior notice, if the Client:

▪ Breaches any obligations under this or any other contract with Safer, including payment obligations;

▪ Has distress or execution levied against its property or assets;

▪ Makes or offers to make arrangements with its creditors;

▪ Is declared or deemed bankrupt or insolvent;

▪ Has a petition for bankruptcy, winding-up, or administration filed and not resolved within 7 days;

▪ Has a receiver, administrative receiver, or administrator appointed over its business, property, or assets;

▪ Proposes or passes a resolution for winding up or the appointment of an administrator or receiver;

▪ Is reasonably deemed by Safer to be unable to pay its debts as they fall due.

▪ In such cases, Safer’s other rights or remedies remain unaffected.

14. CONSEQUENCES OF TERMINATION

14.1. Immediate Payment Obligations:

Upon termination, all outstanding sums become immediately due and payable as of the effective date of the termination notice.

• Non-Refundable Initial Fee:

The Client acknowledges that any Initial Fee paid is non-refundable, even if the termination occurs before the completion of some or all Services.

• Equipment Removal:

Safer will coordinate a date to remove any Equipment from the Site. 

The Contract’s provisions regarding Equipment removal will remain in effect, even if the removal occurs after the termination date, with all removal costs to be borne by the Client. Safer may, at its discretion, leave the Equipment at the Site until all amounts owed under the Contract are fully paid.

• Ongoing Liabilities:

The Contract’s terms regarding the Equipment continue to apply until the Equipment is returned to Safer in the required condition. The Service Charge and any related Charges will continue to accrue until the Equipment is returned, and the Client agrees to pay these Charges.

• Early Termination Costs:

If the Client terminates the Contract before the end of the Minimum Period, the Client must immediately pay the remaining Service Charge for the unexpired portion of the Minimum Period and any other Charges due under the Contract as of the termination notice date.

14.2. Surviving Rights and Obligations:
Termination or expiration of the Contract will not affect any rights, remedies, or liabilities that have already accrued, nor will it affect any Contract provisions intended to continue after termination.

15. FORCE MAJEURE

15.1. Exemption from Liability:

Except for payment obligations, neither party will be liable for any failure or delay in performing their obligations under the Contract if the failure or delay is caused by a Force Majeure Event. A Force Majeure Event includes, but is not limited to, natural disasters, national emergencies, pandemics, government intervention, civil disturbances, industrial action (official or unofficial), or machinery breakdowns, provided these events are beyond the reasonable control of the party affected.

15.2. Termination Due to Extended Force Majeure:
If a Force Majeure Event continues for more than three months, either party may terminate the Contract by providing 30 days' notice. Upon termination, the Terms of the Contract will still apply, including the Client's obligations under ‘Termination of Services’.

16. ADDITIONAL TERMS – CCTV TOWERS

16.1. Scope of Application:

• This clause applies in addition to clauses 1 to 16 when the Client has contracted with Safer for the hire of any Safer tower range (referred to as "Safer PODs"). For clarity, Safer PODs are considered Equipment under these Terms.

16.2. Definitions:

• Commissioning Date: The date when the Equipment is installed and connected to Safer’s Monitoring Station.

• Minimum Technical Requirements: For installation, a viable power source is required; for Service provision, the Equipment must remain installed per relevant industry standards.

• Monitoring Station: Safer’s central monitoring station that delivers the Services.

• Monitoring Terms: The agreed days, times, and keyholder details for when and how the Services will be provided, which can be varied by mutual agreement.

• Specification: Any technical specifications for the Services and Equipment as detailed in the Order Form, potentially including the SSAIB specification.

16.3. Equipment Inspection:

• The Client must inspect the Equipment upon delivery. If no issues are reported in writing on the delivery date, the Equipment will be deemed delivered in good condition and fully functional.

Installation and Connection:

• Safer will install and connect the Equipment to the Monitoring Station, with the understanding that time is not of the essence for these tasks. 

Client Assistance:

• If Safer requires assistance with loading or unloading the Equipment at the Site, the Client must provide this assistance at their own cost.

Client Responsibilities:

• The Client must maintain the necessary telephone/broadband connectivity (unless otherwise advised by Safer), power supply, and adequate lighting to ensure proper functioning of the Equipment. Safer will not be liable for any loss or damage resulting from the Client’s failure to meet these requirements.

• The Client is also responsible for adhering to any regulatory requirements related to CCTV recording at the Site, including the appropriate display of signage.

17-20. RELOCATION OF EQUIPMENT

17. Notice Requirement:

▪ If the Client requires Safer to relocate any Equipment within the Site, a minimum of 7 working days' written notice must be provided to Safer.

18. Provision of Handling Equipment:

▪ The Client is responsible for ensuring that any necessary handling or moving equipment for the relocation is provided to Safer.

19. Safer POD S1:

• Safer strongly recommend that the Client requests Safer to move Safer POD S1s. However, if this is not possible the Client is permitted to move or reposition Safer POD S1s while on-site. The Client must notify the Safer Group control room of any such change and confirm that the equipment is functioning correctly.

20. Other Equipment: 

▪ Any relocation of equipment other than Safer POD S1s must be conducted by Safer Group engineers due to the specialized handling required. 

20.1 Relocation Costs and Liability:

▪ The Client is responsible for all relocation costs and agrees that Safer is not liable for any damage or injury resulting from the relocation. 

20.2 Monitoring and Response:

20.2 Monitoring Services:

▪ Safer will monitor the Equipment according to the Monitoring Terms, looking for evidence of intrusion, theft, or damage at the Site. If transmissions suggest such an unauthorised event is taking place on the Site, Safer will, as it considers appropriate at its sole discretion:

▪ Safer may issue an audible warning to any intruder, provided the Equipment at the Site has this capability (the responsibility of the Client).

▪ Safer will make reasonable efforts to contact the Site’s keyholder.

▪ Safer's obligations are limited to these actions, and it will not be liable for failing to take any other action.

Limitations on Liability:

▪ Safer will not be obligated to act on transmissions that do not indicate intrusion, theft, or damage.

Safer is not liable for:

▪ The actions or failures of keyholders or police requested to attend the Site by Safer.

▪ Inability to contact keyholders or police after making reasonable efforts.

▪ False alarms or bogus calls.

▪ Equipment malfunctions or failure to transmit due to the Client's failure to meet Minimum Technical Requirements.

20.3-4 Charges and Fees

20.3 Additional Charges: Safer may charge the Client for:

▪ Delivery, collection, and decommissioning costs of the Equipment.

▪ Costs associated with disruptions to power supply, telephone, or
broadband connectivity, unless caused by Safer.

▪ Call-outs to the Site for reasons such as investigating damage, extracting footage, or resolving issues caused by Client negligence, such as false alarms or unauthorised movement of Equipment.

▪ Excess data charges beyond the agreed 4GB monthly limit at a rate of £36 plus VAT per additional Gigabyte.

20.4 Safer shall not be liable for any loss arising from: (a) the actions or inactions of any keyholder or police personnel requested by Safer to attend the Site;

(b) the inability of Safer to contact the keyholder or police despite
reasonable efforts;

(c) false alarms or fraudulent calls; or (d) the failure of
transmissions from the Equipment or any malfunction due to the Client's failure to meet the Minimum Technical Requirements.

20.5 Recordings and Data Retention:

Data Retention:

▪ Safer retains recorded images as follows:

▪ For Safer PODS or CCTV, recordings are retained for no more than 5 years before being overwritten in line with SSAIB requirements.

▪ For CCTV, only low-resolution images are recorded on the monitoring station servers, with a 5-year retention period.

20.6 Interaction with Existing Systems

Client's Acknowledgment:

If Safer's Services interact with any existing intruder detection, access control, or CCTV system at the Site (the "Existing Systems"), the Client acknowledges:

▪ Safer has no responsibility for the installation, repair, maintenance, or overall functioning of the Existing Systems.

▪ Safer is only responsible for monitoring activations received on its monitoring system, and any disputes regarding activation reception will be resolved in favor of Safer.

▪ The Client accepts any deficiencies or limitations in the Existing Systems as notified by Safer and agrees that Safer does not warrant or represent the adequacy or fitness of the Existing Systems.

20.7 Limitations of Liability In addition to the limitations of liability set out in clause 10, the Client acknowledges and agrees that, to the fullest extent permitted by law, Safer shall not be liable for any liabilities, costs, expenses, damages, or losses, including, but
not limited to, direct, indirect, or consequential losses, loss of profit, loss of reputation, and all interest, penalties, and legal costs suffered or incurred by the Client or any third party in connection with, or arising from, the Existing Systems (including any fault, failure, or deficiency in the Existing Systems). The Client agrees to indemnify and hold Safer harmless against all liabilities, costs, expenses, damages, and losses suffered or incurred by Safer arising out of or in connection with:

(a) any claim made against Safer by a third party in relation to
the provision of the Services and/or the Existing Systems; and

(b) any breach by the Client of the terms of this Contract

20.8 Fixed Systems

If the Equipment and/or Services provided by Safer involve or interact with any fixed systems at the Site (the 'Fixed Systems'), the Client acknowledges and agrees that:

(a) it must adhere to the terms of the Specification (including the
specific obligations outlined therein) at all times during the Term, as these obligations are essential for Safer to deliver the Services;

(b) additional fees may be charged by Safer if the Client fails to comply with any term of the Specification, resulting in additional expenses for Safer; and

(c) the Equipment comprising the Fixed Systems will be installed, maintained, and monitored strictly in accordance with the Specification, and the Services provided are limited to the scope defined in the Specification (including, but not limited to, the scope and field of detection of the Equipment)

20.9 Loss or Damage

In addition to the limitations of liability set out in clause 10, the Client acknowledges and agrees that Safer shall not be liable for any loss or damage arising from, or in connection with: (a) the Client’s failure to comply with the Specification (including, but not limited to, any loss or damage resulting from Safer’s inability to monitor the Equipment due to the Client’s breach of this clause); and/or (b) any loss or damage occurring outside the scope of the specification.

21. ADDITIONAL TERMS – TRAFFIC MANAGEMENT SERVICES

21.1. This clause 19 applies in addition to clauses 1-16 if the Client contracts Safer for Equipment and/or Services related to traffic management and road/highway systems, including, but not limited to, variable messaging signs, traffic surveillance/management, bridge strike solutions, and virtual journey time signs (the "Traffic Services").

21.2. The Equipment is hired to the Client by Safer, and the Traffic Services are provided by Safer, for the purposes outlined in the Order L iterature related to the specific highway, road, or location (the "Highway") as specified in the Order Form. 

21.3. The Client agrees that the Services and Equipment are intended only for the purposes described in clause 18.2. Except as specified in this Contract, the Client is responsible for assessing the risks and value of its activities on or around the Highway and insuring those activities, regardless of the Services provided by Safer. The Client cannot rely on the Services or Equipment for any functions not detailed in the Order Form or specifically agreed by Safer.

21.4. The Client is solely responsible for providing (or ensuring the provision of) all necessarywarning signage and additional safety measures required for its activities on or around the Highway. This includes, but is not limited to, ground works or safety barriers. The Client must install any traffic management systems and ensure a safe working environment for Safer's employees, contractors, or sub-contractors.

21.5. This clause 19 supplements clauses 1-16 when the Client contracts Safer for Equipment and/or Services related to traffic management and road/highway systems, including, but not limited to, variable messaging signs, traffic surveillance/management, bridge strike solutions, and virtual journey time signs ("Traffic Services").

The Equipment is hired to the Client, and the Traffic Services are provided by Safer for the purposes outlined in the Order Literature for the specified highway, road, or location (the "Highway").

The Client agrees that the Services and Equipment are intended solely for the purposes described in clause 18.2. The Client is responsible for assessing risks and insuring activities on or around the Highway, regardless of the Services provided by Safer. The Client cannot rely on the Services or Equipment for any functions not detailed in the Order Form or specifically agreed to by Safer.

The Client is solely responsible for providing all necessary warning signage and additional safety measures for its activities on or around the Highway, including groundworks or safety
barriers. The Client must install traffic management systems and ensure a safe working environment for Safer's personnel.

In addition to the limitations in clause 10, the following liability limitations apply to Traffic Services:

(a) Safer is not liable for any loss from transmissions not being received from the Equipment or it not functioning unless proven to be due to Safer’s negligence. The default assumption is that any failure is due to the Client's failure to meet agreed technical requirements.

(b) Safer will not provide any Services beyond those specified in the Order Form. To the fullest extent permitted by law, Safer excludes liability for any loss or damage outside the scope of the Services.

(c) Safer does not warrant or guarantee that the Services or Equipment will prevent any event, occurrence, or loss on the Highway, including damage to assets, vehicles, or third parties. The Client agrees that Safer is not liable for any such loss or damage.

(d) Safer is not liable for any loss, claims, or damages from unauthorised use or access to the Equipment and the Personal Data stored in it, including claims or investigations under Data Protection Legislation.

21.6. If the Equipment is damaged beyond fair wear and tear, the Client must notify Safer immediately in writing. Safer may repair or replace the Equipment and charge the Client for costs unless the damage is directly caused by Safer.

21.7. The Client and its affiliates are prohibited from moving, interfering with, or testing the Equipment. The Client must ensure the Equipment throughout the Term and is responsible for any loss, theft, or damage during this period. 

21.8. If the Traffic Services involve processing personal data, the Client is the data controller, and Safer is the data processor. Both parties must comply with Data Protection Legislation. The
Client must:

(a) Ensure all necessary notices and consents are in place for the lawful transfer of Personal Data to Safer.

(b) Ensure compliance with Data Protection Legislation and other legal requirements for CCTV monitoring.

(c) Inform data subjects of the nature of data processing, including displaying necessary signage on the Highway.

(d) Maintain a data privacy impact assessment for Personal Data processing.

21.9. The Client acknowledges that Personal Data may be stored in the Equipment. Safer does not guarantee the security of that data due to the site’s nature and location.

21.10. The Client is solely responsible for all matters related to the signage, including: 

(a) Installing signs in clear and prominent locations on the Highway.

(b) Ensuring signs contain all necessary information for data subjects under Data Protection Legislation.

(c) Maintaining signs in good condition during Safer's service delivery and promptly repairing or replacing damaged or missing signs.

22. ADDITIONAL TERMS – FIRE SYSTEMS

22.1. This clause 19 supplements clauses 1-16 when the Client contracts Safer for the hire of Equipment forming the Safer Fire System, as defined in the Order Form and/or Order Literature.

22.2. The Client is responsible for regularly checking the base units and performing weekly onsite tests of the Safer Fire System. Any fault messages (e.g., low battery, low signal) or other damage or faults identified on the Fire Equipment must be promptly reported to Safer in writing. Safer is not liable for any equipment failure or resulting damage or loss that should reasonably have been reported as part of these regular checks.

22.3. Safer will attempt to pass on the benefit of any warranties it receives for Third Party Equipment, provided the Client has paid for it in full. If the Client reports a defect in the Third Party Equipment to Safer by phone as soon as practicable, followed by written notification within 5 business days, and allows Safer (or a third party instructed by Safer) to examine the Equipment, Safer will, at its discretion, arrange for the repair or replacement of
any Equipment it agrees is defective. Safer is not liable for any warranty claims if the Client is in breach of the Contract or if the Client has used third-party battery packs in the Equipment.

22.4. Safer is not a fire system designer and does not assume responsibility for protecting the Site from fire. The number of detectors, call points, and alarms quoted are based on approximate calculations, and Safer does not guarantee their effectiveness. The Client is solely responsible for the design and implementation of a fire system in compliance with relevant legislation and standards. The Client should have a fire risk assessment conducted by a competent person before making any fire safety decisions. Safer's role is limited to installing the Equipment at the Site in a location chosen by the Client. Safer does not provide any warranty or guarantee regarding the compliance of the Equipment with fire safety legislation, the sufficiency of the Equipment for the Client's fire system, or its interaction with other components of the Client’s fire system. By hiring the Equipment, the Client acknowledges that it has satisfied itself as to the Equipment's appropriateness and sufficiency for its purposes. Unless the Client instructs otherwise in writing, alerts from the system will not be sent to emergency services.

23. ADDITIONAL TERMS - GUARDING

23.1. This clause 20 supplements clauses 1-16 when the Client contracts Safer for manned guarding, mobile guards, static guards, manned patrols, dog handlers, and other manned guarding services (collectively, "Manned Guarding Services").

23.2. Safer will provide necessary welfare facilities for the manned guards at the Site to comply with health and safety legislation. The Client agrees that the cost of these welfare facilities, including but not limited to fuel, maintenance, cleaning, and water replenishment, will be invoiced to the Client.

23.3. To cancel or terminate any Manned Guarding Services, the Client must email invoices@safer-group.com with a termination notice.

The required notice periods are:

(a) For services provided for 12 months or longer: At least 30 days’ written notice.

(b) For services provided for fewer than 12 months: At least 48 hours’ written notice.

Failure to follow this process will result in continued charges for the Manned Guarding Services until proper notice is provided.

23.4. For "urgent relief cover," once the Client confirms the Order, cancellation on the same day is not permitted without paying for that day’s shift in full.

23.5. The Client acknowledges that Manned Guarding Services are a deterrent, and guards are not to engage in conflicts, apprehend, or detain intruders or suspects at the Site.

In addition to other Order requirements, for Manned Guarding Services, the Client must provide Safer with:

23.6 (a) A completed assignment instruction form (or equivalent written instructions) detailing all relevant information about the Site and guarding requirements, including guard location(s), site risks, and emergency contact details. This information must be sent to cctv@safer-group.com and the Client’s account manager.

(b) A purchase order number. Safer is not liable for any loss or damage at the Site resulting from the Client's failure to comply with these requirements.

23.7 If requested by Safer during the quoting process, the Client may be required to pay for the 7 Manned Guarding Services in advance.

Safer Group Ltd Details

Safer Group Ltd is a company incorporated with registered number 10763476 whose registered address is Unit D1-D3, Kelburn Business Park, Port Glasgow PA14 6BL. The business operates the website www.safer-group.co.uk.