Document Purpose

The Terms and Conditions defined in this document form a contract between Client and PRZM for all quotations, services and invoices. Any acceptance of any quote and / or any deposit paid translates as acceptance of these Terms and Conditions.

These are subject to change and in the event of any inconsistency between this page and the any signed terms and conditions undertaken by the client, the latest version of those signed terms and conditions take precedence.

0. DEFINITIONS

PRZM – The supplier known as PRZM Limited, Company No. 09369408 registered in the United Kingdom at International House, 71-75 Shelton Street, London, WC2H 9JQ. VAT Registration No. GB 210 6374 45.

Client – The person, organisation or company being a signatory to this Contract and referred to in these Terms and Conditions.

Site – The premises referred to in any quotations or proposals or where the system subject of this contract is installed.

 Project – The execution of any Proposals, Quotations or Maintenance agreed between the Client and PRZM.

 Contract – The documents forming this contract may include the Proposal, Quotation, Acceptance form, Maintenance Schedule and these Terms and Conditions.

Normal Working Hours – means Monday to Friday 08:30 hrs to 17:30 hrs (excluding Statutory Holidays) in the local time zone of the Site.

Engineer – A qualified employee of PRZM, or one of its assigned subcontractors, who will undertake the agreed scope of works at the Client Site.

Equipment – The necessary items for fitment in order to fulfil the specification of an agreed proposal or quotation.

1. Application

These conditions of sale shall form part of every contract between PRZM and the Client for the design, installation and maintenance of a given Project as supplied by PRZM at the Site unless otherwise agreed in writing with respect to a specified transaction by a duly authorised representative of PRZM. The acceptance of a quotation or the placing of an order for the sale and purchase of Products shall include acceptance by the Client of these conditions which supersede any negotiations, representations, documents or orders provided by the Client. Sale of the products is conditional upon the Client’s acceptance of the terms set out herein.

The fact that PRZM does not object to provisions contained in any communication by the Client shall not constitute a waiver of the provisions of these conditions of sale which shall prevail over the Client’s conditions unless otherwise agreed by a duly authorised representative of PRZM in writing.

2. Contract

A binding contract shall be created only when the Client has confirmed an order and PRZM accepts the said order. Notwithstanding the lack of a written order acknowledgement from PRZM, orders accepted by telephone shall be subject to these terms and conditions.

3. Obligations by PRZM to the Client

  • To install the quoted equipment at the site specified in the Quotation or Proposal on the anticipated date(s).
  • PRZM reserve the right to ask for a deposit before commencing any work and where this is required it will be shown on the Quotation.
  • The PRZM engineers are very experienced and will use reasonable endeavours to install any equipment neatly and to conceal cables wherever possible, but where this is impractical the cables will be surface run, after discussion with the Client.
  • The installation shall be carried out during normal working hours, unless alternative arrangements have been made and agreed with the client.
  • PRZM shall endeavour whilst on the Client Site to keep dirt and debris to a minimum where feasibly possible.
  • Upon completion of the work, PRZM shall remove their own rubbish and belongings from the premises.
  • PRZM must ensure it upholds valid public liability insurance for the duration of any works being carried out and for the duration of any service agreements active between with the Client.
  • PRZM will pass on absolute ownership of the installed equipment to the Client upon the full and final settlement of any monies due against the agreed and executed quotations. While any remaining balance of monies are still due, any installed equipment remains the absolute ownership of PRZM.

 4. Obligations of Client before work commences

The following duties must be carried out by the Client prior to commencement of installation to enable PRZM to successfully install any required equipment. The client agrees that, where the below items are not upheld, any extra time spent revisiting the site will be charged for on a time and material basis, only after agreement with the Client.

  • Obtain and pay for all necessary consents and licences for the installation of the required equipment (such as landlord’s consent); by signing this contract Client guarantees that they have full authority to allow PRZM to install and maintain the installation within any accepted Quotation and that no other consents are required.
  • To provide PRZM with access to the site on the dates and times agreed for the purpose of installation.
  • To move any obstructions that may impede our engineers while on site to conduct the works within any accepted quotation.
  • While we will uphold to keep our work and tools as tidy as possible, we remind Clients that the safety and welfare of themselves, their children and pets are their responsibility alone. We encourage Clients to keep their children and pets away from our engineers and tools.
  • Ensure that power facilities are operational to enable our engineers to perform our work; such as using power tools, battery chargers and vacuum cleaners.
  • PRZM will endeavour to undertake installation work to a clean standard. However, some additional vacuuming and cleaning down of surfaces should be expected afterwards. Any equipment susceptible to damage from dust (eg video or computer equipment) must be removed from the work area prior to our staff arriving. PRZM will not take responsibility for any items damaged as a result of non-removal.
  • Every effort will be made to conceal the necessary wiring under the existing floor coverings, under floorboards, in ducts, voids and service channels to provide our customers with a professional system installed to the highest standard.
  • Where carpet or floor coverings require lifting, best endeavours will be made to avoid damage and to refit to an acceptable standard. However, employing a specialist fitter may be prudent, to affect a fully satisfactory reinstatement.
  • Unless agreed beforehand, chases and damages to walls, will be left un-filled. Final finishing of skim coat plaster and final decoration is excluded.
  • To advise PRZM of the location of any concealed water, gas, air conditioning, electrical, telephone or other services prior to the commencement of the installation work. In the absence of such advice, PRZM cannot accept any liability for damage to these services or consequential loss due to the aforementioned services being damaged. PRZM will not accept any liability for any remediation required to restore the site to the previous condition if any damage occurs.
  • Unless agreed in writing between the parties, the Customer will be responsible for the removal from site of all their waste materials resulting from the works; eg: old obsolete electrical equipment.
  • For the entire duration PRZM engineers are on site, the Client must ensure the site does not pose any obvious health and safety concerns (including but not limited to) evidence of asbestos, mould, insects, rodents, pests (and/or any faecal matter). Should PRZM discover such items when on site, our engineers reserve the right to leave the site immediately, without delay or duress. In this instance PRZM will execute one of either of the following decisions and report in writing to the Client within 24 hours of the occurrence to advise that PRZM have:
    • Abandoned the site indefinitely and hold any received deposits thus far as non-refundable.
    • Instructed the Client to take remedial action before PRZM returns to site.
  • Should an incident occur while on site with a Pet that is deemed to be “out of control” which includes acts listed under the Dangerous Dogs Act (however we refer here to any pet, not just Dogs), we reserve the right to vacate the site immediately and report in writing to the Client within 24 hours of the occurrence to advise that PRZM have:
    • Abandoned the site indefinitely and hold any received deposits thus far as non-refundable.
    • Instructed the Client to take remedial action before PRZM returns to site.
  • If the Client wishes PRZM to use any of their own equipment as part of any project, it will be assumed to be in full working order. Where PRZM on installation discovers this is not the case, any work required to bring such equipment up to an acceptable standard will be charged for on a time and material basis, only after agreement with the Client.

5. Obligations of Client after work done

The Client agrees to the following duties, which apply at all times during and after the installation is completed and during any active maintenance contracts and /or warranties passed onto the Client from PRZM:

  • Operate the System in accordance with the instruction manual.
  • Where applicable, pay any telephone line, broadband or equipment charges due to third parties (and increases from time to time).
  • Pay for all electrical supplies to the System and remain responsible for the upkeep and maintenance of all such supplies to the Systems, in accordance with local regulations.
  • The Customer will not assign, sell, charge, mortgage, pledge or attempt to part with possession of any part of PRZM Equipment nor any interest in it nor encourage or allow any person to adjust, tamper, alter or interfere in any way whatsoever with such equipment.
  • The Client must notify PRZM in advance, if a third-party intends to work on the site, or any services connected to the site which may impact systems and services supplied and /or maintained by PRZM. This includes but is not limited to:
    • Temporary or permanent disconnection of utilities.
    • Building works and renovations occurring internally and /or externally at the site.

6. Fees and Payment

  • PRZM will invoice the Client for the fees in the amounts, in the manner, at the times, and subject to any conditions specified herein. The Client will pay these within 7 days of receipt, unless the Client challenges that invoice in according with Clause 25. In such a case the provisions of that clause will apply accordingly.
  • If after Final Reminders are sent to a Client and subsequently we are forced to take matters further, we take no responsibility for any additional costs that may incur.
  • The preferred payment method is BACS. Any cash payments will still require an invoice to be raised and will incur a £50 administration charge to cover administration of that cash. Cash payments over £350 including VAT will not be accepted.
  • Cheques or Banking Drafts will not be accepted.
  • Credit or Debit Card payments will incur a fee of 3% of the total invoice (including VAT) to cover fees from third party payment processing agents.
  • Late invoices will incur interest at 5% for every 7 days overdue, up until a point in time where a maximum of 100% interest can be charged to the client on any individual overdue invoice. Any exceptions to this must be agreed in writing between PRZM and the Client.
  • In the event after three written reminders no payments are made, we reserve the right at our discretion to remotely disconnect any services in which are relevant to the affected non-payments. It will be the responsibility of the Client to inform once they have made payment, after which time (once we have verified the payment has been received in full) any affected services will be re-enabled within 24 hours.
  • PRZM may not charge for any other costs to the Client, other than those specified in this document without the Client’s prior written consent.
  • Where VAT is payable on any fees, PRZM will add VAT to the invoices for those fees at the appropriate rate and the Client will pay such VAT with the relevant fee.

7. Quotations and Estimates

PRZM may at their own discretion charge a deposit for any quotation requiring a site visit. Prior to visitation this fee will be communicated to the client and if agreed, the client must settle this in full prior to physical survey. This deposit will be credited against a single quote of works accepted by the client. The client will not be entitled to a refund in any other circumstances.

Save as stated in Clause 6, due to the availability of some items or alterations to manufacturers specifications, or design, we reserve the right to supply alternative equipment, which will be equal or superior in specification or design to the equipment specified.

The Client accepts the following conditions of any quotes supplied by PRZM, which may be revised if:

  • The quote is accepted and paid for after the expiry date of the quote.
  • The Client requires the work to be executed more urgently than agreed.
  • The Client requires the work to be executed outside of normal working hours.
  • The Client changes the proposal or quotation scope.
  • The site conditions, such as layout and structural changes have changed since the site survey and quotation were prepared and accepted.

8. Assignment and Subcontracting

PRZM may assign its rights and/or subcontract any obligations under this agreement to any of its affiliates without restriction.

9. Delivery

Delivery quotes dated represent PRZM’s best estimate but are not guaranteed. PRZM shall take all reasonable steps to deliver on the date quoted but PRZM shall not be liable for any loss or costs suffered by the Client as a result of PRZM’s failure to deliver in accordance with the contract.

10. Title

PRZM and the Client agree that title in the Products shall not pass to the Client until PRZM has been paid in full and until such time Client shall retain the Product as Bailee for PRZM and keep the Product secure and insured. PRZM may by notice in writing Client recover Products at any time from Client if PRZM judges that the amount outstanding from Client exceeds the amount of credit PRZM is willing to accord to Client, and for that purpose PRZM, its employees and agents may enter upon on any land or building upon which Products are situated. Subject to the terms and conditions of the contract the Client is licensed by PRZM to agree to sell the Products provided that the proceeds of sale, to the extent of any and all sums owing to PRZM by the Client, are held in trust for PRZM and are not mingled with other monies or paid into any overdrawn bank account and shall be at all times identifiable as PRZM’s monies.

11. Risk

Risks in the Products shall pass to the Client upon delivery to the Client, a carrier or the Client’s intermediary. PRZM will not be held responsible for any loss or damage to any products delivered to the specified Client’s address, before, during or after installation.

12. Specifications

All products are subject to the manufacturer’s specifications, which may alter without prior notice to or approval from Client provided that such modifications do not materially affect the performance of any Product or the purpose for which it can be used.

13. Designs, Drawings & Trade Marks

All designs, drawings and trademarks supplied by PRZM in connection with any quotation or contract shall remain the property of PRZM unless otherwise agreed in writing. PRZM does not warrant that the sale or use of the goods does not infringe any third-party patent trade mark, trade name or registered design.

The PRZM™ logo is a registered trademark of PRZM Limited. Any other trademarks referenced and cited as such in any information or documentation provided to the client remain the property of those respected companies and / or organisations.

14. Warranties

PRZM will use reasonable endeavours to pass on to the Client the benefit of any guarantee or warranty which may have been given to PRZM by its supplier or manufacturer or as implied in favour of PRZM but the Client will indemnify PRZM against all costs, claims and expenses incurred in connection with the enforcement thereof. Save as stated above, all warranties, express or implied, are hereby excluded and under no circumstances will PRZM be liable for any consequential or contingent loss or damage.

PRZM will not uphold any manufacturer or supplier warranty, nor take any responsibility for the costs or replacement of any parts, where any one or more of the following occurs (including but not limited to):

  • Misuse and / or neglect against the manufacturer’s instructions.
  • Where the installation has been altered or tampered with by third parties or Client.
  • Accidental and / or malicious damage.
  • Where the Client makes any physical and / or cosmetic alterations to any equipment.
  • Fire, Flood, Water ingress or structural damage.
  • Electrical power outage, surge, undervoltage, overvoltage or line noise.
  • wear and tear, lamps, fuses or other consumables.

Where the warranty of a fitted part cannot be upheld for reasons stated above (or if the warranty period has elapsed), any work required to bring such equipment up to an acceptable standard will be charged for on a time and material basis, only after agreement with the Client.

15. Amendments Or Cancellation

Orders cannot be modified or cancelled without written agreement of the parties. The Client shall indemnify PRZM in respect of the cost of any cancellation, in whole or part, of any order.

If the Customer wishes to cancel an appointment for a visit by PRZM, the Customer will incur a cancellation fee of £95 if the cancellation is made 3 hours or less before the scheduled appointment time unless our engineer has arrived on site before notice of the cancellation is received by PRZM, in which event the Customer will be liable to pay a charge for one hour at the appropriate PRZM rate.

16. Export Regulations

The Client undertakes not to deal with the Products in violation of United Kingdom and European Community export or other applicable regulations.

17. Representation

The Client acknowledges that in entering the contract the Client has not relied on any documentation, statements or representations given or made by or on behalf of PRZM other than documentation specifically identified as applying to the contract.

18. Force Majeure

PRZM shall not be under any liability for any failure to deliver, any delay, loss or damage due to any cause beyond PRZM’s control, including but not limited to acts of nature, Government intervention, strikes and lookouts and delays by suppliers.

19. Privacy

Our rights to process information means that we are not liable for how a third party may process your information as required for any services documented as part of a service, project agreements or installation specific terms and conditions contained within.

20. Waiver

Failure by PRZM to exercise or enforce any rights hereunder shall not be deemed to be a waiver of any such right or prevent enforcement thereof thereafter.

21. Severability

The invalidity or unenforceability of any provision of these terms and conditions shall not affect the other provisions which shall be construed in all respects as if such invalid or unenforceable provisions had been omitted.

22. Notices

Any notices sent to the Client shall be deemed to be delivered if sent to Client’s last known address.

23. Law

The contract shall be governed, construed and enforced in accordance with the laws of England.

24. Data Protection

Terms defined in the Data Protection Act 2018 have the same meanings when used in this clause. In connection to this agreement each party will abide by the privacy laws applicable to them. The parties confirm that such regulation will be in force for the life of the agreement.

25. Challenging Invoices

The Client will use reasonable efforts to raise any challenge within 10 days of receipt of the relevant invoice.

If any invoiced amounts are challenged by the Client in good faith and acting reasonably, the Client will inform PRZM of the amounts in dispute through governance, and PRZM upon resolution of the dispute cancel the relevant invoice and issue a replacement invoice for the undisputed sum only (which will be payable in accordance with this agreement).

If any successfully disputed amounts may have already been paid by the Client, a credit equal to that amount will be applied to the next invoice submitted to the Client, following resolution of the relevant dispute.

26. Confidentiality

Either party will keep the disclosing party’s confidential information confidential, unless written consent is provided by the disclosing party will:

  • not use nor exploit any such information in any manner for the means of exercising any rights and / or obligations under this agreement.
  • not disclose or make available (either in part or whole) any confidential information by any medium, to any third party.
  • apply reasonable security measures and degrees of care to any confidential information shared.

The Client may disclose any disclosing party’s confidential information to one of its agents, professional advisers and subcontractors, providing:

  • it informs each person of the confidential nature of any confidential information prior to the disclosure of such confidential information.
  • such person will comply with this clause as if it were the client.

27. Liability

Nothing in this clause will limit of exclude either party’s liability:

  • under any indemnity given by it in this agreement.
  • for death or personal injury caused by its negligence.
  • for fraud or fraudulent misinterpretation or
  • any other matter where it is deemed unlawful to limit or exclude liability.

Nothing in this clause will limit of exclude the Clients liability:

  • for wilful breach of this agreement.
  • for any breach of this agreement which in turn causes PRZM to incur any regulatory liabilities
  • for any breaches of Confidentiality.

28. Insurance

The Client will ensure that, throughout any period during which it could have liability under or in connection with this agreement, it will maintain in full force and effect valid building and contents insurance at the Site address.

PRZM will not be held responsible for any loss / damage to products once delivered to site.

29. Term

This agreement will have affect from the start date under the date falling three months after the start date. Thereafter, the agreement will renew automatically for successive terms of three months, unless terminated earlier in accordance with its terms.

30. Contract Termination

The Client may terminate this agreement by giving PRZM not less than 14 days written notice. Any initial deposit already paid to PRZM is non-refundable. Any invoices already raised for equipment, components or labour already completed must be paid in accordance of Clause 6.

Either party may terminate this agreement by providing 14 days written notice if:

  • Either party commits any material breach of this agreement and (if the breach cannot be remediated), it fails to remedy the breach within 28 days.
  • Alternatively, if either party commits a material breach that cannot be remedied. Without limitations of generality such a breach here would include Clause 26.

31. Site Safety

The Client confirms that all other third-party contractors on “site” are registered with at least one of the following: SafeContractor, Gas Safe for Gas, NICEIC/ NAPIT for electrical installations. PRZM reserve the right to request a copy of such documentation of any such third party, including a copy of the certificate of the installations itself. This request will be made via the client. If the third party is not able to produce valid accreditation PRZM reserves the right to cease work with immediate effect and terminate contract without any opportunity of refund of any initial deposit paid by the client.

For Hazardous Materials (“HAZMAT”) – the primary site contractor or foreman will provide to PRZM on request a formal confirmation that of any HAZMAT found / or confirmation of none existing.

PRZM reserve the right to terminate the contract if the seller is not able to provide evidence of the HAZMAT being removed from the site.

32. Intellectual Property

Except as expressly provided, nothing in this agreement will change the ownership of any of the Intellectual Property Rights of either party (or those of their respective affiliates).

Any information, recordings, software, or materials herein and any others distributed to the client either in printed, written, digital or verbal format remain the intellectual property of PRZM. The client may print and download extracts of any page(s) from within any documents distributed as part of this contract, for their own personal reference or use in relation to the products or services that are provided by PRZM only and on a non-exclusive basis.

The Client may not deconstruct, make alterations to, electronically reproduce, distribute or publicly divulge any information, software or materials (whether in whole or in part) from any enclosed text, or those provided as supplemental documents as part of this contract. This extends to non-textual media including but not limited to photographs, graphics, diagrams, animations, video or audio sequences either accompanying text, or separately from any accompanying text.

Any documentation received by the client (whether in digital or paper form) must not be modified in any way whatsoever, unless a formal exception is granted to the client, which may have its own restrictions within.

33. Social Media

  • We use our various social media accounts to document, demonstrate and promote the design, installation, maintenance of our work and the brands of various products that we install.
  • By signing these Terms and Conditions it is accepted by the Client that we may record such material for use and publishing to our social media accounts and that any recorded material (still or motion) remains the Intellectual Property of PRZM Limited in accordance with Clause 32.
  • As part of such recordings, we will endeavour to ensure that unique identifiers are not clearly visible in our recordings including (unless agreed otherwise):
    • Clients’ vehicles with their vehicle registration plates.
    • The front of the property where it includes signage to house names and / or numbers.
    • Photo frames and their pictures are not clearly visible.
    • Clients or any children will not be clearly visible in any recordings.
    • The exact location of the project will not be disclosed, but we may disclose the surrounding area. For example, we may say “Enfield, London” but not the postcode and / or street.
  • Once any recordings are published, they are governed under the terms and conditions of the respective social media platform they have been published to. PRZM cannot take responsibility for those terms and conditions at time of publishing nor if the third party makes changes in the future.
  • If the Client believes any published material contains unique identifiers as explained above, the client must write to PRZM limited by email at [email protected] and mark the subject as “SOCIAL MEDIA BREACH”. Upon identification of any breach of the above, the content will be removed within 24 hours of the email being sent.

 34. Marketing

By signing these Terms and Conditions it is accepted by the Client that their email address and mobile number be stored on our database and used for the purposes of PRZM contacting them for (including but not limited to):

  • Promotions or offers run by PRZM
  • Important company news and achievements
  • Important information regarding a product and /or service, arising from one of our suppliers. For example, product recalls, planned or unplanned service disruptions.

For avoidance of doubt, these details will not be passed onto any third parties for any reason. We remind clients that as part of signing up to a service offered by the manufacturer of a product / service provided to the Client, the Client accepts the relevant privacy policies of that product / service and any changes they make periodically.

35. Changes we make to this agreement

We reserve the right to make changes to your agreement due to:

  • Changes to a service we already offer, or the introduction of a new service that requires a change to the terms of this agreement.
  • Expected or actual changes in our costs mean we need to change or introduce rates or charges.
  • We are required to make changes to the agreement due to be in line with the relevant industries we operate in, taking into account expected or actual developments in technology (including the systems we use to run our business and provide our services to you).
  • There is a change in a law or regulation (including industry codes PRZM follow) or new decisions are made by a regulator or court.

We aim to provide 30 days written notice of any changes to this agreement. The exception to this may be:

  • We make a change because a change in law, regulation or guidance says that we have to by a particular date, and there is not enough time to give you notice.

The client must inform PRZM in writing, before the change takes effect, if they wish to terminate the agreement as a result of not wanting to accept a change. The client will still be liable to pay in full any outstanding invoices under the terms of clauses 6 and 25 within.

Providing that PRZM give the Client notice as set out above and the Client does not inform in writing of their rejection to the change before the change takes effect, PRZM will treat the Client as having accepted the changes on the date of the notice.

END OF SECTION