Terms & Conditions

Terms & Conditions

1. These Terms
   1. These are Target Fire Protection Limited’s (“Target Fire”) terms and conditions for the provision of fire safety and protection related goods and/or services to the Customer. These terms and conditions are referred to as the “Terms” in this document.
   2. The accompanying Service Quote together with these Terms and the Technician’s Report (collectively, the “Contract”) constitute the entire agreement between the parties and supersede and extinguish all previous and contemporaneous agreements, promises, assurances, and understandings between them, whether written or oral, relating to its subject matter.
   3. In the event of, and only to the extent of, any conflict between the Service Quote, the Technician’s Report and these Terms, the conflict shall be resolved in accordance with the following order of precedence:-
      1. the Technician’s Report;
      2. the Service Quote
      3. these Terms.
   4. For the avoidance of doubt, these Terms apply to the Contract to the exclusion of any other terms that the Customer seeks to impose or incorporate, or which are implied by law, trade custom, practice or course of dealing. The Customer waives any right it might otherwise have to rely on any of your own terms endorsed upon, delivered with or contained in any documents that is inconsistent with these Terms.

2. Interpretation: Definitions

The following definitions apply in these Terms:

3. Service Quote
   1. Each Service Quote will be created in the following manner:
      1. the Customer must provide Target Fire with as much information as reasonably requested in order for Target Fire to ascertain the Goods and/or Services required;
      2. following receipt of the information received from the Customer in accordance with clause 3.1(a), Target Fire will either:
         1. (i) inform the Customer that it declines to provide the requested Goods and/or Services; or
         2. (ii) provide the Customer with the Service Quote.
   2. 3.2 The Service Quote constitutes an offer by Target Fire for the sale of Goods and/or Services to the Customer in accordance with these Terms.
   3. 3.3 The Service Quote is valid for a period of 60 (sixty) calendar days from the date set out within.
   4. 3.4 The Service Quote is for illustrative purposes only and does not describe all of the Goods and/or Services which may be required by the Customer which can only be determined by the Technician during a Site Visit.
4. Basis of contract
   1. The Contract shall come into existence when the Customer indicates acceptance of the Service Quote to Target Fire.
   2. Any samples, drawings, descriptive matter or advertising issued by Target Fire…
   3. All of these Terms shall apply to the supply of both Goods and Services…
5. Site Visit
   1. The Customer must arrange a Site Visit with Target Fire.
   2. The Site Visit Fee will be payable in respect of each Site Visit.
   3. Once a Technician conducts a Site Visit and is granted Access the Customer shall be deemed to have authorised the Goods and/or Services.
   4. Site Visits conducted Out of Hours shall incur an additional charge.
   5. Should the Customer wish to reschedule or cancel a Site Visit it shall give Target Fire 2 (two) Business Days’ notice. If such notice is not received the Customer shall pay the Cancellation Fee.
   6. Should the Technician be unable to complete the Site Visit due to an act or omission of the Customer, including but not limited to not granting Access:
      1. the Customer shall pay the 100% Site Visit Fee; and
      2. Target Fire will make one attempt to rearrange the Site Visit and will charge an additional Site Visit Fee.
6. Technician’s Report
   1. During a Site Visit the Technician will prepare the Technician’s Report which, following assessment of the Customer’s needs, will be a description of all of the Goods and/or Services required by the Customer which may be different to those described in the Service Quote.
   2. Where additional Goods and/or Services are required to comply with the British Standards and/or any Relevant Law the Technician will provide the additional Goods and/or Services and the Customer will be charged accordingly. Any additional Goods and/or Services will be confirmed in the Technician’s Report.
   3. Where an additional Site Visit may be required to deliver Goods and/or Services an additional Site Visit Fee will be charged.
   4. Where no Site Visit or Technician’s Report is required because the Customer has made a standalone order for Goods, the Goods supplied shall be those contained within the Service Quote.
7. Duration
   1. These Terms shall commence on the Commencement Date and shall continue to apply to the parties and all present and future Goods and/or Services unless terminated in accordance with clause 19 (Termination).
8. Delivery of Goods
   1. Goods received by the Customer will be supplied in accordance with clause 6.
   2. Goods shall be delivered to the location set out in the Service Quote or such other location as the parties may agree (Delivery Location).
   3. Delivery of the Goods shall be completed on the completion of unloading of the Goods at the Delivery Location.
   4. Any dates quoted for the Site Visit and delivery of the Goods are approximate only, and the time of delivery is not of the essence.
   5. If Target Fire fails to deliver the Goods, its liability shall be limited to the costs and expenses incurred by the Customer in obtaining replacement goods of similar description and quality in the cheapest market available, less the price of the Goods.
   6. Target Fire shall not be liable for any:
      1. 1. delay in delivery of the Goods that is caused by; or
         2. failure to deliver the Goods to the extent that such failure is cause by,

      a Force Majeure Event or the Customer’s failure to provide Target Fire with Access, adequate delivery instructions or any other instructions that are relevant to the supply of the Goods.

   7. If the Customer fails to accept delivery of the Goods at the Site Visit, then except where such failure or delay is caused by a Force Majeure Event or by Target Fire’s failure to comply with its obligations under the Contract in respect of the Goods:
      1. delivery of the Goods shall be deemed to have been completed at 9.00 am on the second Business Day following the Site Visit; and
      2. Target Fire shall store the Goods until actual delivery takes place and may charge the Customer for all reasonably incurred related costs and expenses (including insurance).
   8. Target Fire will make one attempt to rearrange delivery of the Goods and will charge an additional Site Visit Fee. If after 10 (ten) Business Days since the date of the original delivery attempt the Customer has not accepted delivery of the Goods Target Fire may resell or otherwise dispose of part or all of the Goods and, after deducting reasonable storage and selling costs, account to the Customer for any excess over the price of the Goods or charge the Customer for any shortfall below the price of the Goods.
   9. Target Fire may deliver the Goods by instalments. Any delay in delivery or defect in an instalment shall not entitle the Customer to cancel any other instalment.
9. Quality of Goods
   1. Without prejudice to clause 9.2, Target Fire warrants that on delivery the Goods shall:
      1. conform with their description;
      2. be free from material defects in design, material and workmanship; and
      3. be of satisfactory quality (within the meaning of the Sale of Goods Act 1979).
   2. Target Fire warrants that on installation and PROVIDED THAT the Customer instructs Target Fire to conduct annual servicing throughout the Warranty Period:
      1. in the case of alarm parts for a period of 12 months from the date of installation; or
      2. in the case of fire extinguishers for a period of 5 years from the date of installation, (“Warranty Period”);

      the alarm parts or fire extinguishers (as appropriate) shall:

      1. (i) conform with their description;
      2. (ii) be free from material defects in design, material and workmanship; and
      3. (iii) be of satisfactory quality (within the meaning of the Sale of Goods Act 1979).
   3. Subject to clause 9.4, if:
      1. the Customer gives notice in writing to Target Fire within a reasonable time of discovery and in the case of Goods referred to in clause 9.2 during the Warranty Period, that some or all of the Goods do not comply with the warranty set out in clause 9.1 or 9.2;
      2. Target Fire is given a reasonable opportunity of examining such Goods; and
      3. the Customer (if asked to do so by Target Fire) return such Goods to Target Fire’s place of business at the Customer’s cost,

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

   4. Target Fire shall not be liable for the Goods’ failure to comply with the warranty set out in clause 9.1 or 9.2 if:
      1. the Customer makes any further use of such Goods after giving a notice in accordance with clause 9.3;
      2. the defect arises because the Customer failed to follow Target Fire’s, including the Technician’s, oral or written instructions as to the storage, commissioning, installation, use or maintenance or servicing of the Goods or (if there are none) good trade practice regarding the same;
      3. the defect arises as a result of Target Fire following any drawing, design or specification supplied by the Customer;
      4. the Customer alters or repairs such Goods without Target Fire’s written consent;
      5. the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions; or
      6. the Goods differ from any specification as a result of changes made to ensure they comply with applicable statutory or regulatory requirements.
   5. Except as provided in this clause 9, Target Fire shall have no liability to the Customer in respect of the Goods’ failure to comply with the warranty set out in clause 9.1 and 9.2.
10. Title and Risk
    1. The risk in the Goods shall pass to the Customer on completion of delivery under clause 8.3.
    2. Title to the Goods shall not pass to the Customer until Target Fire receives payment in full (in cash or cleared funds) for the Goods and any other goods that Target Fire has supplied to the Customer in respect of which payment has become due, in which case title to the Goods shall pass at the time of payment of all such sums.
    3. Until title to the Goods has passed to the Customer, the Customer shall:
       1. store the Goods in the place in which they were installed by the Technician or in such manner so that they remain readily identifiable as Target Fire’s property;
       2. not remove, deface or obscure any identifying mark or packaging on or relating to the Goods;
       3. maintain the Goods in satisfactory condition and keep them insured against all risks for their full price on Target Fire’s behalf from the date of delivery;
       4. notify Target Fire immediately if it becomes subject to any of the events listed in clause 19.1(b) to clause 19.1(d); and
       5. give Target Fire such information as it may reasonably require from time to time relating to:
          1. the Goods; and
          2. the ongoing financial position of the Customer.
    4. At any time before title to the Goods passes to the Customer, Target Fire may require the Customer to deliver up all Goods in its possession that have not been irrevocably incorporated into another product and if the Customer fails to do so promptly, enter any premises of the Customer or of any third party where the Goods are stored in order to recover them.
11. Supply of Services
    1. The Services received by the Customer will be supplied in accordance with clause 6.
    2. The Services will be supplied to the location or locations (as appropriate) set out in the Service Quote (Service Location).
    3. The dates quoted for delivery of the Services are approximate only, and time is not of the essence.
    4. In providing the Services, Target Fire will perform the Services with reasonable care and skill.
    5. Without limiting Target Fire’s obligations under clause 11.4, the Customer shall permit Target Fire to make alterations to the Service Location including the walls, ceilings, fixtures and fittings as reasonably required to provide the Services or to comply with the British Standards and Target Fire shall not be required to restore the Service Location to its original state or decoration.
    6. Target Fire shall not be required to update the Customer’s fire stopping during the installation of fire alarms.
12. Your Obligations
    1. The Customer shall:
       1. ensure that the information given to Target Fire under this Contract, including information given in accordance with clause 3.1(a), is complete and accurate;
       2. co-operate with Target Fire in all matters relating to the supply of the Goods and/or Services;
       3. provide Target Fire, its employees, agents, consultants and subcontractors, and the Technician with Access;
       4. provide Target Fire with such information and materials as reasonably required in order to supply the Goods and/or Services, and ensure that such information is complete and accurate in all material respects;
       5. prepare the Customer’s premises for the supply of the Goods and/or Services;
       6. obtain and maintain all necessary licences, permissions and consents which may be required for the installation of Goods or the Services before the date of the Site Visit;
       7. carry out testing at the following intervals:
          1. fire alarms, weekly;
          2. fire extinguishers, monthly;
          3. emergency lighting, monthly;
       8. report any faults identified in the Goods to Target Fire immediately upon becoming aware of the same;
       9. without prejudice to the foregoing, comply with all applicable laws, including health and safety laws and the Regulatory Reform (Fire Safety) Order 2005; and
       10. keep all materials, equipment, documents and other property of Target Fire (Target’s Materials) at the Delivery Location or Services Location (as appropriate) in safe custody at its own risk, maintain Target’s Materials in good condition until returned to Target Fire, and not dispose of or use Target’s Materials other than in accordance with Target Fire’s written instructions or authorisation.
    2. If Target Fire’s performance of any of its obligations in respect of the Services under the Contract is prevented or delayed by any act or omission by the Customer or failure by the Customer to comply with clause 12.1 or perform any relevant obligation (Customer Default):
       1. without limiting or affecting any other right or remedy available to it, Target Fire shall have the right to suspend performance of the Services until the Customer remedies the Customer Default, and to rely on the Customer Default to relieve it from the performance of any of its obligations in each case to the extent the Customer Default prevents or delays Target Fire’s performance of any of its obligations;
       2. Target Fire shall not be liable for any costs or losses sustained or incurred by the Customer arising directly or indirectly from Target Fire’s failure or delay to perform any of its obligations as set out in this 12.2; and
       3. the Customer shall reimburse Target Fire on written demand for any costs or losses sustained or incurred by Target Fire arising directly or indirectly from the Customer Default.
13. Service Intervals
    1. The Customer acknowledges that the Goods and/or Services provided by Target Fire require servicing or repeating at certain intervals.
    2. The Customer shall be responsible for ensuring that Goods and Services are serviced or repeated (as appropriate) and Target Fire shall not be held responsible for the Customer’s inaction in this regard.
    3. Without limitation of the Customer’s responsibility under clause 13.2, Target Fire will contact the Customer annually (or at such time intervals agreed between the parties) to arrange a Site Visit to complete the work required by clause 13.1.
    4. The Customer shall provide 2 (two) Business Days’ advance notice to Target should the Site Visit not be required. If the Customer fails to provide the notice under this clause 13 the Cancellation Fee shall be payable.
14. Charges and Payment
    1. The price for Goods:
       1. shall be the price set out in the Service Quote or, if the Technician’s Report differs from the Service Quote, the invoice issued to the Customer by Target Fire; and
       2. shall be exclusive of all costs and charges of packaging, insurance, transport of the Goods, which shall be set out in the Service Quote and/or Technician’s Report.
    2. The charges for Services shall be contained within the Service Quote or, if the Technician’s Report differs from the Service Quote, the invoice issued to the Customer by Target Fire.
    3. Target Fire reserves the right to:
       1. vary the charges for the Services, except that any variation will not affect any outstanding orders for Services;
       2. increase the price of the Goods, by giving notice to the Customer at any time before delivery, to reflect any increase in the cost of the Goods to Target Fire that is due to:
          1. any factor beyond the control of Target Fire (including increases in taxes and duties, and increases in labour, materials and other manufacturing costs);
          2. any request by the Customer to change the delivery date(s), quantities or types of Goods ordered; or
          3. any delay caused by any instructions of the Customer in respect of the Goods or failure of the Customer to give Target Fire adequate or accurate information or instructions in respect of the Goods.
    4. The Customer shall pay each invoice submitted by Target Fire:
       1. 1. within 30 days of the date of the invoice unless otherwise agreed in writing; and
          2. in full and in cleared funds to a bank account nominated in writing by Target Fire, and

       time for payment shall be of the essence of the Contract.

    5. All amounts payable by the Customer under this Contract are exclusive of amounts in respect of value added tax chargeable from time to time (VAT). Where any taxable supply for VAT purposes is made under the Contract by Target Fire to the Customer, the Customer shall, on receipt of a valid VAT invoice from Target Fire, pay to Target Fire such additional amounts in respect of VAT as are chargeable on the supply of the Goods and/or Services, as applicable, at the same time as payment is due for the supply of the Goods and/or Services.
    6. Without prejudice to clause 15.4(g), if the Customer fails to make a payment due to Target Fire under the Contract by the due date, then, without limiting Target Fire’s remedies under clause 19, the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 14.6 will accrue each day at 8% a year above the Bank of England’s base rate from time to time, but at 8% a year for any period when that base rate is below 0%.
    7. All amounts due under the Contract shall be paid in full without any set-off, counterclaim, deduction or withholding (other than any deduction or withholding of tax as required by law).
    8. If the Customer receives an invoice which it reasonably believes includes a sum which is not valid and properly due:
       1. the Customer shall notify Target Fire in writing of the disputed amount(s) and the reasons for the dispute as soon as reasonably practicable;
       2. Target Fire shall provide all evidence as may be reasonably necessary to verify the disputed invoice;
       3. the Customer’s failure to pay the disputed amount(s) shall not be deemed to be a breach of this agreement;
       4. the Customer shall pay the balance of the invoice which is not in dispute by the due date for payment of the invoice;
       5. the parties shall use reasonable endeavours to resolve the items in dispute promptly;
       6. to the extent that the Customer is obliged, following resolution of the dispute, to pay an amount, then Target Fire may charge interest on that amount at the rate specified in clause 14.6 from the original due date for payment until the date of payment; and
       7. once the dispute has been resolved, where either party is required to make a balancing payment, it shall do so within 14 Business Days of the resolution of the dispute.
    9. Target Fire shall not issue the Customer’s fire risk assessment until payment is received in full in accordance with this clause 14.
15. Monitoring Services
    1. Interpretation:In this clause 12.2 the following definitions shall apply:
       1. Appropriate Authority means the public body, authority, organisation or other entity responsible for regulating and/or responding to a Signalled Alarm Condition;
       2. British Standards (Signals) means the British standard code of practice for remote centres receiving signals from security systems as amended from time to time;
       3. Customer Equipment means any alarm system, communication device or connected equipment installed at the Customer’s premises;
       4. day in this clause 12.2 means a calendar day;
       5. Extended Term has the meaning given in clause 15.5(a);
       6. Initial Period means 12 calendar months;
       7. Monitoring Services means the monitoring of fire alarm signals including connecting with an appropriate emergency service following an alarm signal;
       8. Monitoring Service Fee means the amounts charged to and payable by the Customer for the Monitoring Services;
       9. Monitoring Services Provider means the contractor to whom the Monitoring Services are sub-contracted to;
       10. Signalled Alarm Condition means any signal transmitted from a transmitter device indicating that there has been an alarm activation of any kind at the Customer’s premises including signals from fire, security or CCTV systems.
    2. Target Fire Obligations:
       1. Where the Customer orders the Monitoring Services, Target Fire shall use reasonable endeavours to provide the Monitoring Services.
       2. Target Fire may sub-contract the Monitoring Services to a Monitoring Services Provider.
    3. Customer’s obligations:In respect of Monitoring Services, the Customer shall:
       1. at all times give to Target Fire in writing full accurate and complete details of the premises in which the monitor is installed;
       2. appoint at least two keyholders to the alarm equipment who shall conform with the requirements of the Appropriate Authority;
       3. at all times give to Target Fire in writing full accurate and complete details of the keyholders appointed in accordance with clause 15.3(b) including any information reasonably required by Target;
       4. inform Target Fire in writing of any changes to the details under clauses 15.3(a) to 15.3(c), whether of a permanent nature or otherwise;
       5. notify Target Fire in writing of any police unique reference number where police attendance is required in response to a Signalled Alarm Condition, and if the police unique reference is withdrawn or police response is downgraded the Customer shall notify Target Fire in writing of the change and status of police response;
       6. inform Target Fire in writing prior to the testing or carrying out of any maintenance on any alarm system, communication device or connected equipment installed at any of the Customer’s premises;
       7. take all reasonable precautions to keep false alarms to a minimum;
       8. if, in Target Fire’s opinion acting reasonably, Signalled Alarm Conditions become excessive, rectify the issue within 6 days of being notified to do so. In the event that the issue is not resolved to Target Fire’s satisfaction, the Customer shall permit Target Fire to remove the signalling service from the Customer’s premises;
       9. ensure that the Customer’s Equipment is installed and maintained in accordance with the British Standards (Signal) or other quality standard;
       10. not add to or modify, or permit anyone else to add to or modify, the CCTV System without obtaining Target Fire’s prior consent (in its sole discretion).
    4. Monitoring Service Fee:
       1. Except where varied by this clause 12.2, clause 14 shall apply to payment of the Monitoring Service Fee.
       2. The Monitoring Service Fee for the Initial Period shall be due and payable by the Customer to Target Fire within 28 days of the earliest of:
          1. enablement of the signalling path;
          2. connection by the Monitoring Service provider (as appointed by Target Fire from time to time) to Your Equipment; or
          3. the commencement of the Monitoring Services.
       3. The Monitoring Service Fee for each Extended Term shall be payable annually in advance, for the first Extended Term on the last day of the Initial Period and thereafter on the last day of each Extended Term.
       4. If the Customer fails to pay the Monitoring Service Fee as required under this clause 15.4, Target Fire shall be entitled to suspend the Monitoring Services on 6 days notice to the Customer.
       5. If the Customer fails to pay the Monitoring Service Fee within 7 days of the due date, Target Fire shall be entitled to:
          1. cease providing the Monitoring Services and terminate the section of this Contract relating to the Monitoring Services;
          2. refuse to reconnect any Monitoring Services; and
          3. refuse to renew this part of the Contract.
       6. Should the Monitoring Services Provider increase its costs for any reason, the Customer shall pay the increase to Target Fire on demand. The Customer agrees that any such charges shall be for the account of the Customer.
       7. If the Customer fails to make a payment due to Target Fire under this clause 12.2 by the due date, then, without limiting Target Fire’s remedies under this clause 12.2 or under clause 19, the Customer shall pay interest on the overdue sum from the due date until payment of the overdue sum, whether before or after judgment. Interest under this clause 15.4 will accrue each day at 8% a year above the Bank of England’s base rate from time to time, but at 8% a year for any period when that base rate is below 0%.
    5. Term and Termination:
       1. Subject to the rest of this clause 12.2, Target Fire shall provide the Monitoring Services for the Initial Period. Unless terminated earlier in accordance with this clause 15, the Monitoring Services shall automatically renew for 12 calendar months (“Extended Term”) at the end of the Initial Term and at the end of each Extended Term.
       2. Without affecting any other right or remedy available to it, either party may terminate the Monitoring Services by giving the other party not less than 28 days written notice.
       3. Where the Monitoring Services are terminated under clause 15.5(b) Target Fire may, at its sole discretion, refund to the Customer the part of the Monitoring Service Fee already paid pro rata for the remainder of the 12 month period.
       4. Target Fire may terminate these Terms relating to the Monitoring Services immediately if:
          1. the Customer fails to pay the Monitoring Service Fee by the due date;
          2. the Customer fails to comply with any of the Customer obligations set out in this clause 12.2; or
          3. the Customer gives Target Fire any false or misleading information as to the information required under this clause 15.
    6. Consequences of Termination:Upon the termination or expiration of the Monitoring Services for any reason the Customer shall immediately pay to Target Fire the full amount owed under this clause 12.2 including any interest thereupon.
    7. Indemnity:The Customer shall indemnify Target Fire against all liabilities, damages, losses (including loss of profits, loss of business, loss of reputation, loss of savings and loss of opportunity), fines, expenses and costs (including all interest, penalties, legal costs (calculated on a full indemnity basis) and reasonable professional costs and expenses) incurred by Target Fire as a result of any claim by a third party arising out of or in connection with any breach of clause 15 by the Customer.
    8. Appropriate Authority:
       1. The Customer hereby acknowledges that Target Fire’s obligations under this clause 12.2 are subject to any limitations and conditions imposed by any Appropriate Authority and Monitoring Services Provider from time to time.
       2. The Customer hereby acknowledges that an Appropriate Authority may impose charges on Target Fire or the Monitoring Services Provider, and that a Monitoring Services Provider may impose charges on Target Fire. The Customer agrees that any such charges shall be for the account of the Customer and the Customer hereby agrees to pay such charges direct to the Appropriate Authority, the Monitoring Services Provider or to Target Fire as reasonably directed by Target Fire.
       3. The Customer shall notify Target Fire immediately in writing upon being made aware of any conditions, limitations or restrictions which may be imposed by an Appropriate Authority which may affect any part of the Monitoring Services.
16. Intellectual Property Rights
    1. All Intellectual Property Rights in or arising out of or in connection with the Services (other than Intellectual Property Rights in any materials provided by the Customer) shall be owned by Target Fire.
    2. Subject to Target Fire receiving payment of all sums due under this Contract, Target Fire grants to the Customer, or shall procure the direct grant to the Customer of, a fully paid-up, worldwide, non-exclusive, royalty-free licence during the term of the Contract to copy the materials provided by Target Fire (excluding materials provided by the Customer) for the purpose of receiving and using the Services in the Customer’s business.
    3. The Customer shall not sub-license, assign or otherwise transfer the rights granted by clause 16.2.
    4. The Customer acknowledges that Target Fire may need to use materials including documents and information in any form belonging to a third party in connection with the Services (“Third Party Materials”). The Customer acknowledges that Third Party Materials cannot be licensed on the terms of clause 16.2 within the Services. Target Fire shall grant to the Customer a licence (at the Customer’s cost) to use any Third Party Materials included in the Services on the terms permitted by the third party. The Customer shall comply with the terms (including any usage restrictions) that apply to the Third Party Materials and which have been provided to the Customer in writing. Subject to clause 17.3, Target Fire’s liability in relation to Third Party Materials shall be limited to the liability accepted by the third party under the relevant licence agreement.
    5. The Customer grants to Target Fire a fully paid-up, non-exclusive, royalty-free non-transferable licence to copy and modify any materials provided by the Customer to Target Fire for the term of the Contract for the purpose of providing the Services.
17. Limitation of Liability
    – Your attention is particularly drawn to the provisions of this clause
    1. References to liability in this clause 17 include every kind of liability arising under or in connection with the Contract including liability in contract, tort (including negligence), misrepresentation, restitution or otherwise.
    2. Neither party may benefit from the limitations and exclusions set out in this clause in respect of any liability arising from its deliberate default.
    3. Nothing in the Contract limits any liability for:
       1. death or personal injury caused by negligence;
       2. fraud or fraudulent misrepresentation;
       3. breach of the terms implied by section 12 of the Sale of Goods Act 1979 or section 2 of the Supply of Goods and Services Act 1982 (title and quiet possession);
       4. any liability that legally cannot be limited;
       5. the Customer’s liability for its payment obligations under this Contract; or
       6. either party’s liability under the indemnities in clause 16 or clause 15.
    4. Subject to clause 17.2 and clause 17.3, Target Fire’s total liability to the Customer shall not exceed 100% of the charges payable to Target Fire under clause 14 in that Contract Year.
    5. The cap on Target Fire’s liability under clause 17.4 shall be reduced by:
       1. amounts awarded or agreed to be paid under clauses 8.5; or
       2. amounts awarded by a court or arbitrator, using their procedural or statutory powers in respect of costs of proceedings or interest for late payment.
    6. Subject to clause 17.3, neither party shall have any liability for:
       1. loss of profits;
       2. loss of sales or business;
       3. loss of agreements or contracts;
       4. loss of anticipated savings;
       5. loss of use or corruption of software, data or information;
       6. loss of or damage to goodwill;
       7. loss or damage resulting from the Customer’s failure to service or repeat Goods and/or Services (as appropriate); and
       8. indirect or consequential loss.
    7. Target Fire has given commitments as to compliance of the Goods and Services with relevant specifications in clause 9 and clause 11. In view of these commitments, all conditions, warranties, representations or other terms that might otherwise be implied into this Contract are, to the fullest extent permitted by law, excluded from this agreement, including the conditions and term implied by sections 3 to 5 and 13 of the Supply of Goods and Services Act 1982.
    8. Unless a party notifies the other party that it intends to make a claim in connection with this Contract within the notice period, the other party shall have no liability for that claim. The notice period shall start on the day on which the party wishing to make a claim became, or ought reasonably to have become, aware of its having grounds to make a claim and shall expire 12 months from that date. The notice must be in writing and must identify the grounds for the claim in reasonable detail
    9. This clause 17 shall survive termination of the Contract.
18. Cancellation Fee
    1. Without prejudice to clause 19, Target Fire shall have the right to charge the Customer the Cancellation Fee calculated in accordance with clause 18.2 if:
       1. the Customer fails to give the notice required by clause 5.5; or
       2. the Technician is not granted Access at any Site Visit.
    2. The Cancellation Fee shall operate on the following sliding scale based on the amount of notice the Customer gives to Target Fire:
       

       Notice	Cancellation Fee (% of the Site Visit Fee)
       2 Business Days	No fee
       Before the day of the Site Visit, but less than 2 Business Days	50%
       On the day of the Site Visit	100%

19. Termination
    1. Without affecting any other right or remedy available to it, either party may terminate the Contract with immediate effect by giving written notice to the other party if:
       1. the other party commits a material breach of any term of the Contract and (if such breach is remediable) fails to remedy that breach within a period of 21 days after being notified in writing to do so;
       2. the other party takes any step or action in connection with its entering administration, provisional liquidation or any composition or arrangement with its creditors (other than in relation to a solvent restructuring), obtaining a moratorium, being wound up (whether voluntarily or by order of the court, unless for the purpose of a solvent restructuring), having a receiver appointed to any of its assets or ceasing to carry on business;
       3. the other party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business; or
       4. the other party’s financial position deteriorates so far as to reasonably justify the opinion that its ability to give effect to the terms of the Contract is in jeopardy.
    2. Without affecting any other right or remedy available to it, Target Fire may terminate the Contract with immediate effect by giving written notice to the Customer if it fails to pay any amount due under the Contract on the due date for payment.
    3. Without affecting any other right or remedy available to it, Target Fire may suspend the supply of Services or all further deliveries of Goods under the Contract if:
       1. the Customer fails to pay any amount due under the Contract on the due date for payment;
       2. the Customer becomes subject to any of the events listed in clause 19.1(b) to clause 19.1(d); or
       3. Target Fire reasonably believes that the Customer is about to become subject to any of them.
20. Consequences of Termination
    1. On termination of the Contract:
       1. the Customer shall immediately pay to Target Fire all of Target Fire’s outstanding unpaid invoices and interest and, in respect of Goods and Services supplied but for which no invoice has been submitted, Target Fire shall submit an invoice, which shall be payable by the Customer immediately on receipt;
       2. the Customer shall return all of Target’s Materials and any Goods which have not been fully paid for. If the Customer fails to do so, then Target Fire may enter the Customer’s premises and take possession of them. Until they have been returned, the Customer shall be solely responsible for their safe keeping and will not use them for any purpose not connected with this Contract.
    2. Termination of the Contract shall not affect any rights, remedies, obligations and liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Contract which existed at or before the date of termination.
    3. Any provision of the Contract that expressly or by implication is intended to have effect after termination shall continue in full force and effect.
21. Confidentiality
    1. Each party undertakes that it shall not at any time disclose to any person any confidential information concerning the business, assets, affairs, customers, clients or suppliers of the other party, except as permitted by clause 21.2.
    2. Each party may disclose the other party’s confidential information:
       1. to its employees, officers, representatives, contractors or subcontracts or advisers who need to know such information for the purposes of exercising the party’s rights or carrying out its obligations under or in connection with the Contract. Each party shall ensure that its employees, officers, representatives or advisers to whom it discloses the other party’s confidential information comply with this clause 21; and
       2. as may be required by law, a court of competent jurisdiction or any governmental or regulatory authority.
    3. No party shall use any other party’s confidential information for any purpose other than to exercise its rights and perform its obligations under or in connection with the Contract.
22. Force MajeureNeither party shall be in breach of the Contract or otherwise liable for any failure or delay in the performance of its obligations if such delay or failure results from events, circumstances or causes beyond its reasonable control (a Force Majeure Event). The time for performance of such obligations shall be extended accordingly. If the period of delay or non-performance continues for 6 (six) months, the party not affected may terminate the Contract by giving 30 days written notice to the affected party.
23. General
    1. Interpretation: General
       1. Clause headings shall not affect the interpretation of these Terms.
       2. A person includes a natural person, corporate or unincorporated body (whether or not having separate legal personality).
       3. A reference to a party includes its successors and permitted assigns.
       4. A reference to legislation or a legislative provision is a reference to it as amended or re-enacted. A reference to legislation or a legislative provision includes all subordinate legislation made under that legislation or legislative provision.
       5. Any words following the terms including, include, in particular, for example or any similar expression shall be interpreted as illustrative and shall not limit the sense of the words preceding those terms.
       6. A reference to writing or written includes email but excludes fax.
    2. Assignment and Other Dealings
       1. Target Fire may at any time assign, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any or all of it rights and obligations under the Contract.
       2. The Customer must not assign, transfer, mortgage, charge, subcontract, delegate, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract.
    3. Notices
       1. Any notice given to a party under or in connection with the Contract shall be in writing and shall be:
          1. delivered by hand or by pre-paid first-class post or other next working day delivery service at its registered office (if a company) or its principal place of business (in any other case); or
          2. sent by email to the address notified to the other party.
       2. Any notice shall be deemed to have been received:
          1. if delivered by hand, at the time the notice is left at the proper address;
          2. if sent by pre-paid first-class post or other next working day delivery service, at 9.00 am on the second Business Day after posting; or
          3. if sent by email, at the time of transmission, or, if this time falls outside Business Hours in the place of receipt, when Business Hours resume.
       3. This clause does not apply to the service of any proceedings or other documents in any legal action or, where applicable, any arbitration or other method of dispute resolution.
    4. SeveranceIf any provision or part-provision of the Contract is or becomes invalid, illegal or unenforceable, it shall be deemed deleted, but that shall not affect the validity and enforceability of the rest of the Contract. If any provision or part provision of the Contract is deemed deleted under this clause 23.4 the parties shall negotiate in good faith to agree a replacement provision that, to the greatest extent possible, achieves the commercial result of the original provision.
    5. Waiver
       1. Except as set out in clause 1.4, waiver of any right or remedy is only effective if given in writing and shall not be deemed a waiver of any subsequent right or remedy.
       2. A delay or failure to exercise, or the single or partial exercise of, any right or remedy shall not waive that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.
    6. No Partnership or AgencyNothing in the Contract is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute either party the agent of the other, or authorise either party to make or enter into any commitments for or on behalf of the other party.
    7. Entire Agreement
       1. Each party acknowledges that in entering into the Contract it does not rely on, and shall have no remedies in respect of, any statement, representation, assurance or warranty (whether made innocently or negligently) that is not set out in the Contract.
       2. Each party agrees that it shall have no claim for innocent or negligent misrepresentation or negligent misstatement based on any statement in the Contract.
    8. Third Party RightsThe Contract does not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.
    9. VariationExcept as set out in these Terms, no variation of the Contract shall be effective unless it is agreed in writing and signed by the parties (or their authorised representatives).
    10. Governing Law and Jurisdiction
        1. The Contract and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England.
        2. Each party irrevocably agrees that the courts of England shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with the Contract or its subject matter or formation.