The Company supplies, installs and maintains fire and security systems for its customers in the United Kingdom; and the Company is prepared to sub-contract the supply of certain services on an individual case basis to the Service Partner upon the terms of this Agreement; and the Service Partner, in consideration of payment made by the Company to the Service Partner is prepared to supply such services upon such terms.

1.0 DEFINITIONS
In this Agreement, unless the context otherwise requires, the following definitions will apply:
“The Agreement” means the Agreement between the Company and the Service Partner. The Company is prepared to outsource the supply of the Service on an individual case basis to the Service Partner upon the terms of the Agreement. The Service Partner agrees to provide the Service under the terms of the Agreement. The Customer is under a separate contractual obligation with the Company but receives the Service from the Service Partner through the Agreement. Upon entering into the Agreement, the Service Partner will become a preferred supplier of the Service to the Company. The Parties agree that the terms of the Agreement supersede all other correspondence between the Parties.
“The Company” means Fire Alarm Fabrication Services Limited, Company No. 02565127, trading as FAFS Fire & Security, whose Registered Office is 20 Grosvenor Place, London, SW1X 7HN, or any other holding company or subsidiary company or associated company under common ownership thereof, designated by Fire Alarm Fabrication Services Limited as the contracting party for the purposes of the Agreement who will provide the Service to the Customer.
“Completion” Completion means practical completion of the Service to be evidenced by the Service Partner to the Company via fully detailed and completed paperwork the format of which is to be agreed between the Company and the Service Partner.
“The Customer” any person, company, firm or organisation which is under a separate contractual obligation with the Company for the provision of the Service.
“The Parties” means the Company and the Service Partner
“The Service” means the services to be supplied to the Customer by the Service Partner or under the terms of this Agreement.
“Service Levels” means the performance service levels agreed between the Company and the Service Partner for the delivery of the Service
“The Service Partner” means any person firm, or company carrying out the Service on behalf of the Company.
“Service Partner Questionnaire” Means the pre-qualifying questionnaire that must be fully completed by the Service Partner and assessed by the Company prior to the establishment of the Agreement.
“Purchase Order” means an official order from the Company to the Service Partner requesting the provision of the Service.
“The Site” means the address of the premises where the Service is to be provided
“Third Party” any person, company, firm or organisation which is not a party to the Agreement

2.0 SUPPLY OF THE SERVICES AND THE SERVICE PARTNERS OBLIGATIONS
2.1 The Service Partner shall supply the Services to the Company in accordance with the terms of this Agreement as required by the Company and in accordance with the requirements of the Customer.
2.2 The Service Partner agrees to support the Company in meeting the specialist requirements of the Customer and agrees to adhere to bespoke Service Levels imposed upon the Company by the Customer.
2.3 The Service Partner warrants to the Company that the Service Partner shall for the duration of this Agreement:
2.3.1 Deliver the Service with all reasonable care and skill and in accordance with the agreed Service Levels.
2.3.2 Ensure that the workmanship and any equipment and any other materials which the Service Partner employs in supplying the Services are of the highest quality and all works meet the required current standards.
2.3.3 Provide the Service according to the Company and the Customer’s specifications
2.3.4 Provide the Service in accordance with British Standards, codes of practice or any superseding document, standard or regulation in place at the time the Service is delivered.
2.3.5 Guarantees that their operatives are fully trained and competent in the delivery of the Service and appropriately certified and accredited to undertake the Service. This must be evidenced to the Company by the Service Partner by completion of the Company’s Service Partner Questionnaire including the provision of all relevant certification, accreditations, training etc.
2.3.6 Attend the Customers’ Site to supply the Services at the times agreed between the Company and the Customers as notified by the Company to the Service Partner and shall be bound by the conditions as laid down in the Customer’s order to the Company.
2.3.7 Be bound by the conditions and standards as laid down in the Company’s Health and Safety Policy and Code of Conduct, and the provisions under the Health and Safety at Work Act 1974. Service Partners working on behalf of the Company have a duty to conduct the Service in such a manner as to safeguard the health and safety of the Service Partner, the Company, the Customer and any other persons present and will provide their own certified Personal Protective Equipment (PPE) and equipment (including ladders) as required.
2.3.8 Ensure that they and their employees have been screened in accordance with DBS and BS7858 (where security services are to be provided) and when requested provide evidence of the screening to both the Company and the Customer. Where this evidence is not forthcoming, the Service Partner will not be allowed to continue to provide the Service and the Agreement may be cancelled forthwith by the Company with no penalty to the Company.
2.3.9 Being a Limited Company adheres to the working time directive 2003 / 88 / EC and the National Minimum Wage Act and follows the HMRC rules in relation to PAYE.
2.3.10 Shall not commence provision of the Service prior to receipt of a valid Purchase Order from the Company detailing the value of the Service to be undertaken by the Service Partner.
2.3.11 Shall not issue an invoice for the Service without a valid Purchase Order from the Company detailing the value of the Service undertaken.
2.3.12 Shall issue worksheets to evidence Completion of the Service to via e-mail to the Company via sourcing@fafsfireandsecurity.com within seven days of completion of the Service.
2.3.13 Make all reasonable investigations and research and has satisfied itself in respect of all matters relating to this Agreement and has not entered into this Agreement in reliance upon any information, representation or assumption which may have been made by the Company other than those set out in this Agreement.
2.3.14 Has and shall maintain in place throughout the term of this Agreement, adequate procedures designed to prevent bribery occurring within the meaning given in the Bribery Act 2010 and applicable guidance.
2.4 The Service Partner warrants, undertakes and agrees that the Service and any equipment provided by the Service Partner for the delivery of the Service will be subject to a minimum 12-month warranty period. During the warranty period the Service Partner guarantees that the Service and any equipment provided by the Service Partner for the delivery of the Service will be free from defects in material workmanship and installation, fit for purpose and compliant with the Company’s and the Customers’ specifications.
2.4.1 If within the warranty period the Service Partner receives notice from the Company of any breach of Clause 2.4 then the Service Partner shall within 14 days of receiving such notice and at the Service Partner’s own expense repair or, replace the equipment or such parts of it as are defective, or refund the Company in full or otherwise remedy such defect, without prejudice to any other remedies that the Company may have. Rectification will be made by the Service Partner within 14 days of receiving notice of the breach from the Company. Title to replacement equipment will be transferred to the Company upon delivery as per Clause 3.4. The Company maintains the right to off set the cost of any breach of the Service Partner’s warranty against the Service Partner’s invoices for any other Services undertaken.
2.5 The Company shall invoice the Customer for the supply of the Service and the Service Partner shall not have authority to invoice and shall not accept any payments from the Customers for the supply of the Service. Any payment made / passed to the Service Partner by the Customer are to be held on trust and passed to the Company within one working day.
2.6 The Service Partner, on the conditions of the Agreement, shall supply the Services placed under the Agreement, which shall not be varied without the Company’s written consent. These conditions are to the exclusion of all other standard terms and conditions incorporated within any of the Service Partner’s documents unless an authorised representative of the Company expressly agrees them in writing.
2.7 The Company engages the Service Partner upon the basis that the Service Partner has the status of a private limited company or self-employed person or partnership and the Service Partner shall be responsible for all its own tax liabilities and National Insurance contributions and the Service Partner shall indemnify and keep indemnified the Company forthwith, on demand, in full and without any set-off, counterclaim or any other deduction against any claims which may be made by the relevant authorities against the Company in respect of tax liabilities and National Insurance or similar contributions relating to the Service Partner’s rights and obligations under this Agreement.
2.8 Upon commencement of the Agreement the Service Partner shall provide the Company an indication of their costs for the provision of the Service which will be negotiated between the Company and the Service Partner.
2.9 The Agreement supersedes any previous agreement between the Parties prior to this date. The Company reserves the Right of Assignment of all contracts with the Service Partner as business needs and structure demand.
2.10 The Company may vary the conditions of the Agreement by providing written notice to the Service Partner
2.11 Without prejudice to the rights afforded to the Company within Clause 7, if the Service Partner fails to meet any of their obligations under this Agreement then it shall promptly take such actions as required to reinstate agreed Service Levels

3.0 EQUIPMENT AND ASSISTANCE
3.1 The Company shall use reasonable endeavours to arrange access to the Customer’s Site on behalf of the Service Partner to enable the provision of the Service. However, the Company will not accept any costs levied against it by the Service Partner relating to denied access.
3.2 Where appropriate, the Company shall ensure the equipment is available at the appropriate Company’s office for collection or delivered direct to the Site, and any costs relating to losses will be the responsibility of the Service Partner, including additional costs incurred on plant not taken off hire by the Service Partner.
3.3 In the event that there is any surplus equipment following completion of the Service, the Service Partner must return the equipment to the Company within 72 hours, or the Company has the right to invoice the Service Partner for the full value of the retained equipment and payment is to be made to the Company by the Service Partner within 14 days of receipt of invoice.
3.4 Where the Service Partner is to provide equipment to the Company in order to deliver the Service, the title to the equipment shall pass to the Company upon delivery of the equipment to Site.

4.0 PAYMENT
4.1 The Company shall pay to the Service Partner, in stage payments, an agreed sum for the provision of the Service as detailed in the Purchase Order issued to the Service Partner by the Company.
4.2 All payments owing to the Service Partner shall be made, by cheque or bank transfer (to an account to be nominated in writing by the Service Partner to the Company), 30 days end of month from receipt of an undisputed invoice by the Company
4.3 If the Company pays the Service Partner, in cleared funds, within 30 days of end of month from receipt of an undisputed invoice or earlier, then the Company shall be entitled to an early payment discount of 2.5% of the net invoicing value, the sum of which will be deducted from the monies due to the Service Partner at the time of payment.
4.4 All payments owing to the Service Partner shall be made, by cheque or bank transfer (to an account to be nominated in writing by the Service Partner to the Company), after receipt of an undisputed invoice by the Company
4.5 To receive payment the Service Partner should ensure that the Company has the following:
4.5.1 Electronic invoices quoting the Company’s official Purchase Order Number to be e-mailed to the Company’s accounts department via accounts@fafsfireandsecurity.com before the last working day of each month following completion of the Service.
4.5.2 Worksheets to evidence satisfactory Completion of the Service are to be e-mailed by the Service Partner to the Company via service@fafsfireandsecurity.com within seven days of completion of the Service
4.5.3 Monthly statements of all invoices outstanding are to be supplied by the Service Partner to the Company directly to their nominated Purchase Ledger contact before the last working day of each month.
4.5.4 Up to date evidence of the Service Partners current insurance cover as per Clause 6 of this Agreement, accreditations, training certificates, licences etc. Upon expiry these must be renewed and up to date copies immediately issued by the Service Partner to the Company.
4.5.5 A signed copy of the Service Partner Agreement duly signed by an officer of the Service Partner
4.5.6 In the event the above is not provided by the Service Partner to the Company payment of the Service Partners invoice to which the dispute relates will be withheld until a resolution is provided by the Service Partner to the satisfaction of the Company. Should multiple disputes occur the Company maintains the right to freeze the account of the Service Partner and withhold all payment owing to them until a resolution is provided by the Service Partner to the satisfaction of the Company.
4.6 Unless agreed otherwise in writing by authorised representatives of the Company, the Service Partner shall pay to the Company a 5% retrospective annual rebate based on the whole of their turnover with the Company. The Service Partner must pay the Company the retrospective annual rebate invoices within 30 days of the end of the 6-month qualifying period otherwise a deduction will be made against any outstanding invoices due to the Company by the Service Partner
4.6.1 An invoice will be raised by the Company on the Service Partner in July each year covering the net turnover, plus VAT at the prevailing rate, during the 6 months ended 30th June each year. The invoice raised by the Company will be based upon invoices raised by the Service Partner to the Company during this 6-month period.
4.6.2 In the January following the rebate year a second invoice will be raised by the Company on the Service Partner for 5% of the turnover, plus VAT at the prevailing rate, achieved during the 6 months ended 31st December each year. The invoice raised by the Company will be based upon invoices raised by the Service Partner to the Company during this 6-month period.
4.7 The Company has no obligation to pay the Service Partner in relation to any invoices received after 60 days following the provision of the aspect of the Service to which it relates.
4.8 The Service Partner will be liable to pay the Company a pro-rata refund if the Customer cancels their agreement with the Company on the grounds of poor performance by the Service Partner. In this event the Service Partner agrees to refund the Company with immediate effect.

5.0 DURATION
5.1 This Agreement shall commence on the date upon which the Service begins to be provided by the Service Provider to the Company and shall, subject to the provisions of Clause 7 and Clause 10, continue in force until terminated by either of the Parties giving to the other, a minimum of 3 months written notice. Upon completion of the notice period, Services will be removed from the Service Partner either immediately or upon the anniversary date of each contract between the Company and the Customer for whom the Service Partner provided the Service at the sole discretion of the Company.

6.0 LIABILITY AND INSURANCE
6.1 The Service Partner shall indemnify, and keep indemnified, the Company forthwith, on demand, in full and without any set off, counterclaim or any other deduction whatsoever against all claims, actions, proceedings, loss, damage, costs and expenses incurred by the Company as a result of:
6.1.1 Any breach by the Service Partner of their obligations detailed within Clause 2;
6.1.2 Any damage to any Site (whether or not owned by a Customer) where the Services are carried out which is caused by an act or omission of the Service Partner.
6.2 The Service Partner shall, for the duration of this Agreement, ensure that he is insured with a reputable insurance company up to a limit of not less than
£5,000,000 (five million pounds sterling) for any type of loss or damage (whether to persons or property) caused by the negligence of the Service Partner.
6.3 The Service Partner is responsible for ensuring the Company, at all times, retains an up to date copy of the Service Partner’s current insurance policy and schedule of such insurance.
6.4 Where the insurance policy is not immediately available for inspection by the Company, the Service Partner can not be allowed to continue to provide the Service and any ongoing Agreement will be deemed to be cancelled forthwith without any penalty, damage or cost to the Company.

7.0 TERMINATION
7.1 The Company may terminate the Agreement at any time by giving notice in writing to the Service Partner upon the happening of any one or more of the following events namely:
7.1.1 The Service Partner commits a breach of the Agreement which, in the case of a breach capable of remedy, is not remedied within 30 days of the Service Partner receiving notice from the Company to remedy or desist from such breach; or
7.1.2 The Service Partner, being an individual, partnership or a partner therein, appears to be unable to pay his debts within Section 26(f) of the Insolvency Act 1986 (or subsequent re-enactments of this legislation) or make any voluntary arrangement within Section 235 of the said Act (or subsequent re- enactments of this legislation) or presents his own, or has presented against him, a bankruptcy petition; or being a Limited Company is deemed to be unable to pay its debts within Section 123 of the Insolvency Act 1986 (or subsequent re-enactments of this legislation) or makes any voluntary arrangement within Section 1 of the said Act (or subsequent re-enactments of this legislation) or has an Administrative Receiver or a Receiver and Manager appointed of the whole or any part of its undertaking, property, or assets, or has a petition presented and order made, or a resolution for the winding up of it, or for the appointment of an Administrator to it; or
7.1.3 As per Clause 2.3.8, if a problem arises that causes the cleared security screening status of 5the Service Partner (including Disclosure and Barring Services (DBS) changes of status or BS 7858) to be withdrawn; or
7.1.4 In the event of the Service Partner failing to provide the Service in a manner acceptable to the Company or the Customer, or the work is not in accordance with British Standards, codes of practice and/or documents superseding them, or failure to adhere to the Company’s or the Customers guidelines and specifications. For the avoidance of doubt termination of the Agreement based on a failure to deliver the Service will be at the sole discretion of the Company.
7.2 Termination of the Agreement shall be without prejudice to any other rights or remedies, which either of the Parties may have at the date of termination.
7.3 On the termination of the Agreement for any reason, the Service Partner shall, within a maximum of 72 hours from the time of termination, deliver to the Company at a time and place specified by the Company any equipment, keys, access codes or documentation belonging to or relating to the Company or the Customer in the possession, custody or control of the Service Partner at the date of termination.
7.4 Upon termination, the Service Partner will be responsible and liable for any costs involved in the recovery of any equipment belonging to the Company or any incurred costs deemed at the sole discretion of the Company to be the fault of the Service Partner and the Service Partner shall pay the Company damages of a minimum of £500 + VAT within 30 days of receipt of an invoice from the Company for these costs and other liabilities incurred by the Company without any deduction or set-off whatsoever.

8.0 SUB-CONTRACTING / ASSIGNMENT AND INTRODUCTIONS
8.1 The Service Partner shall not assign any part of the Service without the written consent of the Company and, even if such consent is given, it shall not relieve the Service Partner of any of their liabilities or obligations under the Agreement.
8.2 The direct engagement by the Service Partner (or any subsidiary or associated company) of any employee of the Company is stri ctly prohibited. In the event that the Service Partner does engage an employee of the Company, the Service Partner agrees to pay the Company an introduction fee calculated at 25% of the employee’s annual emoluments and accepts that such engagement may result in the immediate termination of the Agreement at the sole discretion of the Company.

9.0 CONFIDENTIALITY
9.1 Any confidential information disclosed by either of the Parties must remain private and must not be disclosed to any third party without the other Party’s written consent. Without prejudice to the generality of the foregoing, the Service Partner or his agents acknowledge that the identities and any information about the Customer, including information belonging to the Company, and the Service Partner shall also not disclose the same to any third party including Customers without the Company’s written consent.
9.2 The obligations of confidentiality imposed by Clause 9.1 shall not apply to any information, which is, or becomes part of any overriding legal obligation to disclose the information by operation of law.
9.3 The obligations of confidentiality imposed by Clause 9.1 shall survive the termination of this Agreement.

10.0 COMPETITION
10.1 The Service Partner hereby agrees:
10.1.1 that they will not, at any time during the term of the Agreement, solicit the custom of, or enter into any arrangement or contract with any of the Company’s Customers to supply goods or services, provided by the Company, either directly or through a third party. In the event of a breach of this clause, the Company is entitled to terminate the Agreement immediately and recover the value of any loss of business, together with damages expenses and costs incurred from the Service Partner’s breach of the Agreement, including but not limited to; enforcement of this clause and sourcing, vetting and appointment of an alternative Service Partner.
10.1.2 that they will not, for a period of 24 months following the termination of the Agreement, solicit the custom of, or enter into any arrangement or contract with any of the Company’s Customers to supply goods or services, provided by the Company, either directly or through a third party. In the event of a breach of this clause, the Company is entitled to recover the value of any loss of business, together with damages expenses and costs incurred from the Service Partner’s breach of the Agreement, including but not limited to; enforcement of this clause.
10.1.3 save for the purpose of the provision of the Service, not to make any record, or copy the details of the Company’s Customers. If any such record or copy is made for the purpose of the provision of the Service, then it must be returned to the Company immediately upon termination of the Agreement in accordance with Clause 7 or upon request by the Company within 72 hours of request.
10.1.4 without prejudice to any other remedy, the Company may have for a breach by the Service Partner of the Agreement, the Service Partner accepts that the Company will be entitled to recover associated consequential loss.

11.0 ENTIRE AGREEMENT
11.1 The Parties do not intend that this Agreement or any of its terms shall confer any benefit on or be enforceable by any Third Party.
11.2 The Agreement embodies the entire understanding of the Parties and overrides and / or supersedes any prior promises, representations, understandings or implications.

12.0 GOVERNING LAW AND DISPUTE RESOLUTION
12.1 This Agreement shall be governed by and construed in accordance with English Law. Save where this Agreement provides otherwise, the Parties hereby submit to the exclusive jurisdiction of the English Courts.
12.2 The construction, validity and performance of this Agreement shall in all respects be governed by the law applying to the Services.
12.3 If during the term of this Agreement a dispute arises out of or in connection with this Agreement the Parties shall in the first instance meet in good faith with a view to resolving the dispute.
12.4 If the resolution of a dispute is not agreed within fourteen days of the meeting referred to in Clause 12.3 either Party may request a further meeting to be attended by a senior manager of each Party. This meeting will be held within fourteen days of a written request from one party to another.
12.5 If the resolution of the dispute is not agreed within fourteen days of the Senior Manager meeting referred to in Clause 12.4, the Company may require that the Parties attempt to settle it by mediation in accordance with the Centre for Effective Dispute Resolution (CEDR) Model Mediation Procedure. Unless otherwise agreed between the parties, the mediator will be nominated by CEDR. To initiate the mediation a party must give notice in writing (“ADR notice”) to the other party to the dispute requesting a mediation. A copy of the request should be sent to CEDR. The mediation will start not later than 60 days after the date of the ADR notice.
12.6 The commencement of a mediation pursuant to Clause 12.5 shall not prevent either party commencing or continuing court proceedings.