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These Terms apply when SafeSync Solutions Ltd provides services, equipment, or software (“Services/Deliverables”) to business customers (“Client”). An order form/statement of work (“SOW”) sets out the specific scope, fees, and timelines. If there is any conflict, the SOW prevails.
1) Definitions
- Agreement: these Terms + any SOW/quotation accepted by both parties.
- Deliverables: configured systems, documentation, or outputs we provide.
- Start Date: the date the Agreement becomes effective.
- Site: the Client location(s) where Services occur.
2) Scope & Changes
We will perform the Services with reasonable skill and care, per the SOW. Either party may request changes; we will confirm any impact on fees/timeline in a written change note for agreement before proceeding.
3) Client Responsibilities
- Provide timely access, inductions, permits, and safe working conditions at the Site;
- Ensure electrical supply, network access, and prerequisites are available;
- Provide accurate information and decisions without undue delay;
- Obtain and maintain necessary consents/permissions for installation or works.
Delays caused by Client dependencies may extend timelines and may incur additional charges at our standard day rates.
4) Fees, Invoicing & Payment
Fees are as set out in the SOW/quotation (exclusive of VAT). Unless stated otherwise:
- 50% deposit on acceptance; balance on practical completion or as staged in the SOW;
- Hardware/third-party licences invoiced in advance;
- Invoices payable within days of invoice date.
Late payment: We may charge statutory interest and fixed recovery costs under the Late Payment of Commercial Debts (Interest) Act 1998 (as amended). We may suspend Services for overdue sums.
5) Expenses & Materials
Reasonable travel, subsistence, courier, access equipment, and parking costs are chargeable at cost (or as stated in the SOW). Title to hardware transfers on full payment. Risk in hardware passes on delivery to the Client’s Site.
6) Warranties
We warrant that Services will be performed with reasonable skill and care. Hardware/software carry the manufacturer/licensor warranty, which we pass through to the Client.
Exclusions: No warranty for uninterrupted or error-free operation, especially where dependent on Client networks, third-party services, or environmental factors. Consumables and misuse are excluded.
7) Support & Maintenance (if purchased)
If the SOW includes support/maintenance, the applicable SLA and response times are stated there. Otherwise, ad-hoc support is charged at prevailing rates with best-efforts response.
8) Intellectual Property
We (or our licensors) own all IP in our pre-existing materials, methods, and tools. On full payment, we grant the Client a non-exclusive, non-transferable licence to use the Deliverables internally for their business. Third-party licences (e.g., VMS, access control, analytics) are subject to the vendor’s terms.
9) Confidentiality
Each party must keep the other’s confidential information secret and use it only to perform this Agreement, except where information is public, received without breach, or required by law.
10) Data Protection (UK GDPR / DPA 2018)
Where we process personal data on the Client’s behalf, we will: act only on documented instructions; implement appropriate security; ensure personnel confidentiality; assist with data subject rights and breaches; return/delete data on termination (unless law requires retention); and flow down equivalent obligations to sub-processors. A detailed Data Processing Addendum (DPA) is available on request and, if signed, prevails for processing terms.
11) Health & Safety
Both parties will comply with applicable health & safety law. The Client is responsible for Site-specific risks and inductions; we will follow reasonable Client policies notified in advance.
12) Indemnities
Client indemnity: The Client shall indemnify us against claims/losses arising from Client materials or instructions that infringe third-party rights or laws, and from unsafe Site conditions outside our control.
Our indemnity: We indemnify the Client against claims that our Deliverables infringe UK IP rights, except where caused by Client modifications, misuse, or third-party components not supplied by us.
13) Liability
Nothing limits liability for death/personal injury caused by negligence, fraud, or other non-excludable liability. Subject to that, we exclude indirect or consequential loss, loss of profit, revenue, business, goodwill, or data. Our total aggregate liability is limited to the total fees paid/payable in the 12 months preceding the claim (or fees for the relevant SOW, if less).
14) Force Majeure
Neither party is liable for delay/failure caused by events beyond reasonable control (e.g., strikes, utility failures, extreme weather, supplier failures, epidemic, war). Affected obligations are suspended for the duration.
15) Term & Termination
Either party may terminate for material breach not remedied within 14 days of notice, or on insolvency. On termination, the Client will pay for Services performed and committed costs up to the termination date. We may disable access to unpaid Deliverables/licences and retrieve our equipment.
16) Non-Solicitation
During the Services and for 6 months after, the Client will not actively solicit to employ or engage our staff who worked on the Services, without our written consent. Reasonable hiring via public adverts is excluded.
17) Subcontracting & Assignment
We may use vetted subcontractors and specialist partners (remaining responsible for them). Neither party may assign without consent, except to a group company or purchaser of substantially all assets/business.
18) Insurance
We maintain reasonable levels of professional indemnity, public liability, and employer’s liability insurance, and will provide evidence on request.
19) Notices
Notices must be in writing and delivered by email and recorded post to the addresses in the SOW. Deemed received on the next working day after delivery.
20) Governing Law & Jurisdiction
Governing law: England and Wales. Courts of England and Wales have exclusive jurisdiction.
21) Entire Agreement & Priority
This Agreement (including any SOW and DPA) is the entire agreement and supersedes prior proposals or discussions. Priority: (1) SOW; (2) signed DPA (for data processing); (3) these Terms.