- Definitions, Interpretation and Application
Agreement: the agreement between Hanntec Engineering and the Customer, pursuant to which Hanntec Engineering shall provide the Alarm System and/or perform the Services, comprising these Conditions, the Order, any other documents referred to in these Conditions or posted on the Website, and any other terms agreed in writing between Hanntec Engineering and the Customer;
Alarm Codes: the Hanntec Engineering engineer alarm codes applicable to the Alarm System or any other alarm system located at the Premises, in respect of which Hanntec Engineering provides Services;
Alarm System: the Hanntec Engineering alarm system (including its respective components and Retained Property) which is to be installed at the Premises;
Alert: an alert transmitted from the Alarm System, or any other alarm system located at the Premises in respect of which Hanntec Engineering provides Services, upon the detection of a breach or other relevant activation at the Premises;
Application Form: the Hanntec Engineering application form (if applicable) containing details of the Order;
Charges: the charges payable by the Customer for the Alarm System and/or the Services, details of which shall be specified in the Application Form or where not so specified, shall be those contained in the Price List, unless otherwise agreed to in writing between Hanntec Engineering and the Customer;
Commencement Date: the date on which the Agreement commences, being the date on which the Customer submits their Order to Hanntec Engineering in the manner described in Clause 3.1;
Conditions: these terms and conditions, as same may be amended by Hanntec Engineering from time to time by publication on the Website or by any other means;
Cooling Off Period: the 14 (fourteen) day period immediately following the Commencement Date;
Customer: the party to whom Hanntec Engineering provides an Alarm System and/or Services pursuant to an Agreement
Emergency Instructions: the instructions given by the Customer to Hanntec Engineering as to the steps to be taken in the event of an Alert, to include contact details of the Customer’s nominated keyholders;
Emergency Service Provider: a provider of emergency services, e.g. An Garda Síochána, fire services etc;
Force Majeure Event: any event outside Hanntec Engineering’s reasonable control including but not limited to, breakdowns in telecommunications or internet services, severe weather conditions, burglary, vandalism, civil disorder, terrorist ac tivity, war, government action, strikes, lock-outs or other industrial disputes, failure of a utility service and/or any acts, restrictions, regulations, by-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority, electricity or electronic telecommunications or internet service provider, Emergency Service Provider or a relevant regulator y authority;
Further Minimum Term: a further minimum term commencing after the expiry of the Minimum Term, for which the Services will be provided to the Customer, as set out in an invoice pack and/or in any other documents issued by Hanntec Engineering to the Customer or as agreed between Hanntec Engineering and the Customer;
Hanntec Engineering: Hanntec Engineering Limited, trading as Hanntec Engineering, Fews, Kilmacthomas, Co.Waterford and, where applicable, Hanntec Engineering’s employees, agents and subcontractors
Installation: the installation of the Alarm System at the Premises;
Installation Date: the date of Installation and/or commencement of the Services;
Minimum Term: the minimum term for which Hanntec Engineering shall provide the Services to the Customer, being the period of 12 (twelve) months commencing on the Installation Date; unless otherwise agreed in writing
Order: the Customer’s order for an Alarm System and/or Services, as specified in an Application Form, or as notified to Hanntec Engineering by telephone or any other means of communication;
Premises: the address at which the Alarm System will be installed and/or Services are to be performed;
Retained Property: the external ‘decoy’ bell box and any other components of the Alarm System in respect of which ownership will remain with Hanntec Engineering, as notified to the Customer from time to time (Where applicable);
Services: the monitoring and/or maintenance services and any other services to be provided by Hanntec Engineering to the Customer, as set out in the Application Form or as otherwise agreed with the Customer from time to time;
1.2.1 In these Conditions, words such as “hereunder”, “hereto”, “hereof” and “herein” and other words commencing with “here” shall, unless the context clearly indicates to the contrary, refer to the whole of these Conditions and not to an y particular Section or Clause thereof.
1.2.2 Save as otherwise provided herein, any reference herein to a Section or Clause, or paragraph shall be a reference to a section, sub-section, clause, sub-clause, paragraph or sub-paragraph (as the case may be) of these Conditions.
1.2.3 Any phrase introduced by the terms “including”, “include”, “in particular” or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms
1.2.4 Any reference to any provision of any legislation shall include any modification, re-enactment or extension thereof
1.2.5 Headings used herein are inserted for convenience only and shall not affect interpretation.
1.2.6 Any reference to “Ireland” shall mean the Republic of Ireland.
Subject to Clause 15, these Conditions shall be incorporated into and form part of every Agreement and shall apply in place o f, and prevail over:
(i) any terms or conditions (written or oral) contained or referred to in any order, confirmation of order, specification or any other documentation, correspondence or other means of communication delivered by the Customer to Hanntec Engineering; and
(ii) any terms or conditions implied by trade custom, practice or course of dealing between the Customer and Hanntec Engineering.
- Statutory Rights, Descriptions and Changes
2.1 Save as expressly stated in the Agreement, all warranties, representations, conditions and other terms implied by statute or common law relating to the Alarm System and/or the Services are, to the fullest extent permitted by law, excluded from the Agreement.
2.2 All drawings, descriptive matter, specifications and advertising issued by Hanntec Engineering and any descriptions or illustrations contained in Hanntec Engineering’s catalogues or brochures or on the Website are issued or published for the sole purpose of giving an approximate idea of the Alarm System and the Services and shall not form part of the Agreement (and are hereby expressly excluded therefrom). Hanntec Engineering reserves the right to alter and amend any of its literature at any time without notice to the Customer and without liability.
2.3 Hanntec Engineering reserves the right to make changes to the specification of the Alarm System and/or the Services, where required to conform with applicable safety or statutory requirements, legal requirements, and/or, to maintain and improve the quality or performance of the Alarm System and/or the Services and to suspend delivery of the Services whilst making such changes.
2.4 Hanntec Engineering shall notify the Customer of any material changes to be made by it pursuant to Clause 2.3 above as soon as it may reasonably be practicable for it to do so (after being made aware of any such requirement for changes), and will publish the details of such changes (including the operative date of such changes) on the Website or other means. For th e avoidance of doubt, Hanntec Engineering shall not be liable under this clause if any material changes are required pursuant to Clause 2.3 that they have not been made aware of.
2.5 These Conditions do not affect the Customer’s statutory rights (where the Customer is a consumer).
- Formation of Agreement
3.1 All Orders are automatically accepted by Hanntec Engineering as soon as they are made. Accordingly, an Agreement commences between Hanntec Engineering and the Customer as soon as the Customer gives their Application Form to a Hanntec Engineering sales agent or otherwise submits their Order to Hanntec Engineering, whether by telephone or via the Website or by any other means of communication.
- Accuracy of Order
4.1 The Customer is responsible for ensuring the accuracy of any Order which it submits to Hanntec Engineering. If a Customer feels that they have made a mistake in their Order or require any changes to be made to their Order, they shall be required to notify Hanntec Engineering as soon as possible and in any event, within 14 (fourteen) days of submitting that Order. Any failure to do so may result in additional costs being charged to the Customer.
5.1 The Installation Date shall be agreed between Hanntec Engineering and the Customer as soon as possible upon the acceptance of an Order in accordance with Clause 3.1.
5.2 The Customer shall ensure that a responsible adult is present at the Premises on the Installation Date to deal with any queries that Hanntec Engineering may have in connection with the Installation, to accept any instructions from Hanntec Engineering in relation to the Alarm System and/or the Services and to otherwise, provide such cooperation as shall reasonably be required by Hanntec Engineering in connection with the Installation and its provision of the Services. The Customer shall ensure in particular, that there is, at the Premises, an adequate and suitable power supply, power points, electrical fittings, broadband connectivity and telephone lines and fittings.
5.3 If for any reason the Customer fails to accept delivery of an Alarm System or to permit installation of the Alarm System, or fails to provide appropriate instructions to Hanntec Engineering within a reasonable period following the Commencement Date, to enable Hanntec Engineering to effect delivery and installation of the Alarm System and/or to commence its provision of the Services, Hanntec Engineering may, without limitation to any other right which may be available to it, terminate the Agreement with immediate effect. In this event, Hanntec Engineering shall be entitled to retai n any deposits and/or upfront payments (as defined in Clause 6.2) which may have been paid by the Customer prior to such termination.
- 6. Ownership of the Alarm System
6.1 In the event that the Customer already has an alarm system, which was previously fitted and monitored by another service provider, Hanntec Engineering shall carry out the Services on the Alarm System as if it was fitted by Hanntec Engineering (which the parties acknowledge may require changes be made to conform with a Hanntec Engineering Alarm System). Title and property to the Alarm System shall always remain with the Customer. In the event that Hanntec Engineering is required to install or provide any additional equipment to ensure that the customer’s current alarm system is compatible with the Hanntec Engineering Alarm System, this additional equipment remains the property of Ha nntec Engineering
6.2 In the event that Hanntec Engineering installs a new Alarm System for the Customer, Hanntec Engineering shall retain ownership of the Alarm System until any upfront payment (being the difference between the total sum payable for the Alarm System and the amount Hanntec Engineering has agreed to subsidise on behalf of the Customer) due by the Customer is received by Hanntec Engineering and the Minimum Term has expired. If the agreement is terminated by the Customer prior to the expiry of the Minimum Term, the Customer shall repay to Hanntec Engineering all subsidised hardware costs , However, in the event that the Customer returns the Alarm System to Hanntec Engineering on this termination, the subsidised hardware costs shall not be payable and Hanntec Engineering shall use reasonable endeavours to return any upfront payment received from the Customer.
6.3 Rental Customers (i.e. Customers renting the Alarm System)
In respect of Customers renting an Alarm System, Hanntec Engineering shall retain ownership of the Alarm System at all times. The Alarm System is provided to the Customer on a rental basis only for the duration of the Agreement. Upon termination of the Agreement (howsoever arising), Hanntec Engineering shall retake possession of the Alarm System.
6.4 Non Rental Customer (i.e. Customers purchasing the Alarm System)
In respect of Customers purchasing an Alarm System, delivery of the Alarm System shall take place on the Installation Date upon completion of the Installation and accordingly, all risk therein shall pass to the Customer upon completion of the Installation. However title and property in the Alarm System (except Retained Property) shall pass to the Customer only in accordance with Clause 6.2 above. Hanntec Engineering shall retain ownership of the Retained Property at all times, which shall be required to be returned to Hanntec Engineering upon termination of the Agreement (howsoever arising).
6.5 For the avoidance of doubt, any alarm system existing at the Premises which is not a Hanntec Engineering alarm system, shall remain the property of the Customer upon termination of the Agreement (howsoever caused).
- The Services
7.1 Hanntec Engineering shall perform the Services from the Installation Date until the Agreement is terminated.
7.2 The Customer shall be responsible for providing Hanntec Engineering with all information which it reasonably requires to enable it to perform the Services and for ensuring that all Emergency Instructions provided to Hanntec Engineering are accurate, complete and up to date. The Customer shall also be responsible for obtaining the consent of any nominated key holders.
7.3 The Customer acknowledges that actions by Emergency Service Providers and the Customer’s nominated key holders following notification to them of an Alert are outside the control of Hanntec Engineering and accordingly Hanntec Engineering shall have no responsibility or liability for any acts or omissions of Emergency Service Providers and/or the Customer’s nominated keyholders (or their nominees), following the notification to them of an Alert.
7.4 Where additional non-standard maintenance is required by a Customer that is not due to the fault or default of Hanntec Engineering, additional charges shall apply.
7.5 The Services provided do not include visits to the Premises (or additional time spent at the Premises) for the purposes of:-
- a) rectifying any failure or malfunction of the Alarm System and/or the Services caused directly or indirectly by
accident, neglect, misuse (other than the use for which it was intended) or by adverse environmental conditions, electrical current fluctuations (including failure of electrical power) or deliberate damage resulting from reckless, negligent or careless conduct (including omission) by the Customer or resulting from wear and tear other than in a respect of any failure or malfunction resulting from fair wear and tear;
- b) remedial maintenance necessitated by the undertaking of work on the Alarm System (including moving,
relocation, conversion or adaptation) by anyone other than Hanntec Engineering unless approved by Hanntec Engineering and/or
- c) remedial maintenance necessitated by a Force Majeure Event.
7.6 Hanntec Engineering may remotely access panels (being part of the Alarm System fitted and supplied by Hanntec Engineering) in order to facilitate essential maintenance and/or upgrades.
1. The Products
8.1 Hanntec Engineering may provide (at the request of the Customer) ancillary products relating to the Alarm Systems, In the event that the Customer has any complaint or issue with any of these products, the Customer shall be obliged to contact the manufacturer of those products directly. For the avoidance of doubt, Hanntec Engineering shall have not liability in relation to the products to the fullest extent permitted by law.
- Customer Warranty and Indemnity
9.1 The Customer warrants to Hanntec Engineering that they are over 18 (eighteen) years of age, legally entitled to enter in to the Agreement and are:
(i) the freeholder of the Premises; or
(ii) a tenant of the Premises and have obtained the landlord’s approval to the Installation and/or commencement of the Services at the Premises. Customer agrees to provide Hanntec Engineering with evidence of such landlord approval upon request.
9.2 The Customer irrevocably agrees to indemnify Hanntec Engineering against any claims made against it (and related costs incurred by it) by:
(i) Emergency Service Providers seeking reimbursement of their costs, where it is alleged by such Emergency Service Providers that their taking of action and/or attendance at the Premises as a consequence of the Services, was without just and sufficient cause; and
(ii) the Customer’s nominated key holders (or their nominee), in connection with their taking of any action on foot of an Alert,
save that, the indemnity provided herein shall not apply to claims made against Hanntec Engineering which arise solely due to Hanntec Engineering’s negligence.
- Problems with the Alarm System
10.1 Hanntec Engineering warrants the panel (being part of the Alarm System fitted and supplied by Hanntec Engineering) for a period of 12 months from the Installation Date and warrants the sensor (also being a part of the Alarm System fitted and supplied by Hanntec Engineering) for a period of 12 months from the Installation Date. Hanntec Engineering warrants the panel and/or the sensor on any pre-installed alarm system existing at the Premises (which was not fitted or supplied by Hanntec Engineering) for a period of 30 days from the Installation Date. All warranties provided by Hanntec Engineering do not extend to parts, materials or equipment supplied by persons other than Hanntec Engineering.
10.2 Hanntec Engineering will not be liable to the Customer for any defect or default in the Alarm System arising from: (a) any failure by the Customer to follow instructions provided by Hanntec Engineering (b) any misuse of the Alarm System; (c) any use of the Alarm System that has not been authorised by Hanntec Engineering; (d) any accident and/or intentional act causing damage to the Alarm System or any part thereof (save where caused by Hanntec Engineering) (e) the undertaking of work on the Alarm System (including alteration, reinstallation, moving, relocation, conversion or adaptation or repair of the System) by persons other than Hanntec Engineering; (e) fair wear and tear and/or (f) adverse weather conditions. In circumstances where Hanntec Engineering is required to perform any remedial maintenance as a consequence of the occurrence of any of the foregoing events, such remedial maintenance shall be carried out by Hanntec Engineering at its then prevailing price rates (including the relevant call out charge), which shall be notified to the Customer at the applicable time.
10.3 In the event of any defect with the Alarm System (or any other alarm system installed at the Premises which is used to provide the Services), the Customer shall be obliged to notify Hanntec Engineering of the defect as soon as possible and upon receipt of such notice, Hanntec Engineering shall subject to the foregoing provisions of this Clause 9, use every effort to repair or fix the defect as soon as may reasonably be practicable. Hanntec Engineering shall be entitled to charge for any such repairs or maintenance.
11.1 Charges shall be payable in advance. For the avoidance of doubt, Charges shall include Installations and call outs requested by the Customer.
11.2 The payment terms shall be those specified in the Application Form or as otherwise notified by Hanntec Engineering to the Customer prior to an Order being made. In the event that the Customer is required to make an upfront payment (as defined in Clause 6.2) in accordance with an Order, the Customer shall be required to pay such sum to Hanntec Engineering prior to the Installation Date.
11.3 Invoices will posted and/or emailed to Customers and may be available for online (email) inspection.
11.4 Charges are inclusive of VAT and accordingly, shall be subject to amendment from time to time to reflect changes in prevailing rates of VAT.
11.5 In the event that the Customer terminates this Agreement prior to the expiry of the Minimum Term or Hanntec Engineering terminates this Agreement in accordance with Clause 14, any outstanding Charges due to Hanntec Engineering, including but not limited to (i) any monthly subsidy amount remaining in the Minimum Term), (ii) any payments owing and (iii) the termination fee set out in Clause 14, shall become immediately payable by the Customer to Hanntec Engineering. For the avoidance of doubt, if the Customer returns the Alarm System to Hanntec Engineering, the monthly subsidy amount referred to above shall not be charged to the Customer.
11.6 The Charges may be changed by Hanntec Engineering at its sole discretion. Hanntec Engineering shall use reasonable endeavours to notify the Customers in writing in advance of any increases in Charges
11.7 Should the Customer fail to pay any Charges by their due date for payment, Hanntec Engineering reserves the right to charge late payment interest to the Customer on the overdue sum at a rate of 3% per annum above the prevailing EURIBOR. Such late payment interest shall be calculated daily and compounded monthly, and shall accrue both before and after judgment until the date of actual payment of the overdue sum. The EURIBOR rate on any given day is available at http://www.euribor-ebf.eu/. Pending payment of any overdue amount, Hanntec Engineering may, without any liability to the Customer, suspend its delivery of the Services or terminate the Agreement and if applicable, recover possession of the Alarm System and/or the Retained Property.
11.8 Notwithstanding Clause 11.7 above, in circumstances where a Customer in good faith wishes to dispute the content of a Hanntec Engineering invoice and promptly notifies Hanntec Engineering of this fact, then for the period during which Hanntec Engineering is investigating their dispute, Clause 10.7 shall be of no application, save that the Customer shall still be required to pay in accordance with Clause 11.5 above, that part of the invoice which is not in dispute.
11.9 Where a Customer pays Charges by direct debit and the Customer seeks a refund, the Customer will still be liable for the amount of the cancelled direct debit and Hanntec Engineering will be entitled to pursue the Customer for recovery of any such amount. Where the Customer is not a consumer, the Customer waives any rights that it may have to seek such a refund and Customer shall follow the procedures provided by Hanntec Engineering if it is seeking a refund.
11.10 Hanntec Engineering reserves the right to charge Customers for the recovery of any unpaid direct debits. Hanntec Engineering also reserves the right to charge an administration fee for any amendments requested by the Customer to the Customer information held by Hanntec Engineering (including the named keyholders).
- 12. Liability of Hanntec Engineering
12.1 Hanntec Engineering is not an insurer and the Customer acknowledges and accepts that Hanntec Engineering shall not as a consequence of its entry into an Agreement, have any liability whatsoever to the Customer for any damage to the Premises and/or any loss suffered by the Customer or any other party at the Premises (whether of contents or otherwise).
12.2 Hanntec Engineering makes no guarantee or warranty that the Alarm System and/or the Services will avert or prevent occurrences or the consequences of occurrences which the Alarm System and/or the Services are intended to detect.
12.3 Notwithstanding the foregoing provisions of this Clause 12, should Hanntec Engineering for any reason, be deemed to be liable for any loss, damage, expense or injury arising out of or in connection with any defect or malfunction of the Al arm System and/or the provision of the Services or in respect of any failure, interruption, or restriction of the Alarm System and/or the Services caused by any act, omission or negligence on the part of Hanntec Engineering, the total aggregate liability (whether in contract, tort or otherwise) of Hanntec Engineering shall be the lesser of the amount paid by the Customer to Hanntec Engineering pursuant to the Agreement and fifteen thousand euro (€15,000).
12.4 Hanntec Engineering shall not under any circumstances have any liability to the Customer for any special, consequential or indirect loss whatsoever, or for any economic loss (including loss of profits, loss of business, depletion o f goodwill or loss of business opportunity) whether forseen or unforeseen and whether caused by the negligence of Hanntec Engineering or otherwise.
12.5 Hanntec Engineering will make good any damage caused to the Premises by Hanntec Engineering in the course of the Installation or performance of the Services, however, for the avoidance of doubt, Hanntec Engineering shall not be responsible for the cost of repairing any pre-existing faults or damage to the Premises which is discovered in the course of the Installation and shall have no obligation to restore the Premises to its pre-installation condition following its removal of the Alarm System or any Retained Property in accordance with these Conditions.
12.6 Nothing in these Conditions excludes or limits the liability of Hanntec Engineering for death or personal injury cause by Hanntec Engineering’s negligence, or for any matter which it would be illegal for Hanntec Engineering to exclude or attempt to exclude its liability or for fraud or fraudulent misrepresentation.
- Customer’s Obligations
13.1 The Customer shall be obliged to:
(i) Test the Alarm System every two weeks, either by a walk test or by setting the alarm and triggering all the zones
(ii) promptly report any defects in the Alarm System and/or Services to Hanntec Engineering.
(iii) ensure that the Alarm System is at all times kept safely and properly used and in connection therewith, the Customer shall:
(a) while the Alarm System is not in use, ensure that the electricity supplied to it is not turned off;
(b) not dispose of or deal with the Alarm System in any way by, for example, trying to sell it or hire it to anyone else, or by putting it up as security for a loan, mortgage or charge, or allow the Alarm System to be seized under any legal process;
(c) not move the Alarm System to another location without Hanntec Engineering’s prior written consent;
(d) not remove, tamper with or obliterate any words or labels on the Alarm System;
(e) take proper care at all times to use the Alarm System in accordance with the user manual provided by Hanntec Engineering;
(f) not allow third parties to service, maintain, add to and/or remove from the Alarm System in part or in total;
(g) not to engage in any action that could hinder or inhibit Hanntec Engineering in the provision of the Services; and
(h) comply with any other requirements notified by Hanntec Engineering from time to time.
13.2 Hanntec Engineering reserves the right to charge for any work which it is required to carry out in relation to the Alarm System and/or the Services which is attributable to a failure by the Customer to perform the obligations specified in Clause 13.1 above or such other obligations as may from time to time, be notified by Hanntec Engineering to the Customer in writing.
13.3 Any reference in this clause 13 to the Alarm System shall include any pre-installed alarm system existing at the Premises which is used to provide the Services.
- Term and Termination
14.1 Term (applicable to rental agreements)
The Agreement will come into existence on the Commencement Date and subject to any early termination pursuant to this Clause 14 , shall terminate on the expiry of the Minimum Term, save that, the Customer must notify Hanntec Engineering a minimum of 30 (thirty) days prior to the expiry of the Minimum Term that it does not wish to continue the Agreement beyond the expiry of the Minimum Term and where it fails to do so, the Agreement will continue in force after the expiry of the Minimum Term and shall remain in force until the expiry of:
(i) the Further Minimum Term; or
(ii) where no Further Minimum Term has been agreed between Hanntec Engineering and the Customer, shall continue in force for rolling “one year” periods,
provided that, where the Agreement continues pursuant to a Further Minimum Term or a rolling “one year” period, the Customer must notify Hanntec Engineering a minimum of 30 (thirty) days prior to the expiry of the Further Minimum Term or any applicable “one year” period, that it does not wish to continue the Agreement beyond the expiry of such term, and where it fails to do so, the Agreement shall again continue thereafter, on a rolling “one year” basis, or for such other time perio d as shall be agreed between the Customer and Hanntec Engineering. Accordingly, for the avoidance of doubt, any contract period (whether the Minimum Term, Further Minimum Term or rolling “one year” period), shall (subject to the rights of early termination specified herein) continue beyond the expiry of such period unless the Customer notifies Hanntec Engineering, a minimum of 30 (thirty) days prior to the expiry of the applicable period, of their wish to terminate the Agreement on the exp iry of that period.
14.2 Termination by the Customer
14.2.1 Ending the Agreement during the “Cooling Off Period”:
The Customer may, without giving any reason, terminate the Agreement at any time within a period of 14 (fourteen) days following the Commencement Date by notifying Hanntec Engineering accordingly. If the Customer terminates the Agreement under this Clause 14.2.1 and has already made payment to Hanntec Engineering of some or all of the Charges, the following shall apply:
(i) Charges paid which relate to Services which Hanntec Engineering has not yet provided, shall be refunded by Hanntec Engineering;
(ii) Charges paid which relate to Services which Hanntec Engineering has already provided to the Customer shall not be refunded.
14.2.2 Ending the Agreement after the “Cooling Off Period”:
(i) Should the Customer wish to terminate the Agreement at any time after the Cooling Off Period, other than pursuant to Clause 14.1 above (i.e. on providing a minimum of 30 (thirty) days’ notice prior to the expiry of the applicable term) or Clause 14.2.2(ii) below, the Customer shall be required to pay to Hanntec Engineering a termination fee, which shall equate to the full amount of the Charges which would otherwise have been payable by the Customer to Hanntec Engineering under the Agreement during the remainder of the Minimum Term, the Further Minimum Term, or any applicable “one year” rolling period (as the case may be), had the Customer not terminated the Agreement early. Such termination fee shall become immediately payable on termination in addition to any amount subsidised by Hanntec Engineering to the Customer.
(ii) In the event of Hanntec Engineering being in breach of the Agreement in any material way and failing to commence action to remedy such breach within 30 (thirty) days of Hanntec Engineering receiving a written request from the Customer to do so, the Customer shall be permitted to immediately terminate the Agreement by notifying Hanntec Engineering in writing and should the Customer terminate the Agreement in such circumstances, no termination fee shall be payable by the Customer and Hanntec Engineering shall refund all Charges paid to Hanntec Engineering by the Customer for Services not yet provided to the Customer. For the avoidance of doubt, in this event, the Customer shall remain liable for any outstanding subsidised hardware costs as set out in the Price List.
14.3 Termination by Hanntec Engineering
14.3.1 Ending the Agreement on Notice:
Hanntec Engineering may terminate the Agreement at any time (without reason) upon providing the Customer with at least 30 (thirty) days’ notice in writing. Upon termination by Hanntec Engineering in accordance with this Clause 14.3.1, should the Customer have made any payment in advance for Services that have not yet been provided by Hanntec Engineering, Hanntec Engineering will refund such amounts to the Customer.
14.3.2 Ending the Agreement for non-payment of Charges:
Hanntec Engineering may terminate the Agreement at any time with immediate effect by notifying the Customer in writing, if the Customer fails to pay any of the Charges by their due date for payment. Any termination of the Agreement by Hanntec Engineering pursuant to this Clause 14.3.2 does not affect Hanntec Engineering’s right to charge the Customer interest under Clause 11.7 above or any other rights which may be available to Hanntec Engineering in such circumstances.
14.3.3 Ending the Agreement in the event of a breach or insolvency scenario:
Hanntec Engineering may terminate the Agreement with immediate effect by giving written notice to the Customer if:
(i) the Customer breaches any term of the Agreement (other than a breach of its payment obligations, which is dealt with instead under clause 14.3.2 above) and does not remedy the breach within 30 (thirty) days of being asked by Hanntec Engineering to do so;
(ii) the Customer (being a company or other business entity) has a receiver, manager, examiner, administrator, administrative receiver or similar officer appointed in respect of the whole or any part of its assets or business or enter into liquidation (whether compulsory or voluntary); or
(iii) the Customer (being an individual) is adjudged bankrupt or makes any composition or arrangement with their creditors or suffers distress or execution to be levied on the Premises; or
(iv) the acts or omissions of the Customer or anyone acting on their behalf, prevents Hanntec Engineering from carrying out the Services.
14.3.4 Ending the Agreement due to Unsuitability:
Hanntec Engineering may terminate the Agreement at any time with immediate effect by notifying the Customer in writing, if Hanntec Engineering, in its absolute discretion, determines that a pre-installed alarm system located at the Premises, is not suitable for providing the Services.
14.3.5 Ending the Agreement due to the provision of invalid payment details:
Hanntec Engineering may terminate the Agreement at any time with immediate effect by notifying the Customer in writing, if Hanntec Engineering, establishes that the payment details provided by the Customer are invalid.
14.4 Alarm Codes
14.4.1 The Alarm Codes are the property of Hanntec Engineering. Upon termination of the Agreement, Hanntec Engineering shall, upon receipt of payment of all amounts owing to it by the Customer under the Agreement, provide the Customer with the Alarm Codes, but shall not otherwise be required to provide the Alarm Codes to the Customer.
- Changes to the Conditions
15.1 Hanntec Engineering may revise these Conditions from time to time in its absolute discretion.
15.2 Hanntec Engineering reserves the right to amend the Conditions at any time without notice to the Customer. Such amended Conditions shall be made available on request and shall be immediately incorporated and form part of this Agreement as if they were contained within this Agreement.
- General Provisions
16.1 The Customer irrevocably grants to Hanntec Engineering such rights over, and access to, the Premises as are necessary for Hanntec Engineering to install the Alarm System at the Premises and/or provide the Services at the Premises and to perform on the Premises any necessary maintenance, repair, and/or other activities as are reasonably ne cessary to ensure proper performance of the Alarm System and the Services and in connection therewith, to bring upon, install and keep installed and operate at/on the Premises, all related operating equipment and where applicable, to remove the Alarm Syste m and Retained Property from the Premises upon termination of the Agreement and the Customer undertakes at Customer’s own expense to procure all third party consents as shall be necessary to allow Hanntec Engineering to access the Premises in accordance with this Clause 16.1. Hanntec Engineering reserves the right to charge a fee for removing the Alarm System from the Premises. Where Hanntec Engineering is prevented for any reason from having reasonable access to the Premises to remove the Alarm System, Hanntec Engineering shall be permitted at its discretion, to invoice the Customer for the full cost of the Alarm System together with the reasonable costs incurred by Hanntec Engineering in seeking to recover the Alarm System from the Premises.
16.3 Hanntec Engineering shall not be liable to the Customer for any delay and/or failure by Hanntec Engineering to provide any element of the Alarm System or the Services in accordance with the Agreement, where such delay or failure is caused by the occurrence of a Force Majeure Event. If a Force Majeure Event takes place which impacts on Hanntec Engineering’s ability to perform its obligations under the Agreement, Hanntec Engineering shall notify the Customer as soon as may reasonably be practicable upon becoming aware of the occurrence of such an event and thereafter, all obligations of Hanntec Engineering which are impacted by the Force Majeure Event shall be suspended for the duration of such Force Majeure Event.
16.4 Where the Customer wishes to contact Hanntec Engineering in writing, or is required in these Conditions to serve notice on Hanntec Engineering in writing (for example, to terminate the Agreement), this can be done by e-mail, by hand, or by pre-paid post to the Hanntec Engineering address. Where Hanntec Engineering wishes to, or is required to, contact the Customer in writing, it shall do so by e-mail, by SMS, by hand, or by pre-paid post to the Premises. Alternatively, Hanntec Engineering may deliver general notices to Customers by way of an online announcement on the Website, by a notice in any national newspaper or by such other method as Hanntec Engineering deems appropriate.
16.5 Hanntec Engineering may assign any of its rights or obligations under the Agreement without the Customer’s consent. In such circumstances, Hanntec Engineering shall procure that the Customer is notified accordingly. The Customer shall be prohibited from assigning its rights and/or obligations under an Agreement without the consent in writing of Hanntec Engineering
16.6 Subject to Clause 16.5 above, the Agreement is between Hanntec Engineering and the Customer and accordingly, no other party shall have any right to enforce any of its terms.
16.7 If any provision of the Agreement (or part of a provision) is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions will remain in force.
16.8 A waiver by Hanntec Engineering of any breach of the Agreement by the Customer or the acquiescence of Hanntec Engineering in any act (whether of commission or omission) which but for such acquiescence would be a breach as aforesaid shall not constitute a general waiver of the applicable term, provision or condition or of any subsequent act by the Customer which is contrary thereto. Any such waiver by Hanntec Engineering shall be in writing.
16.9 The Agreement is governed by the laws of Ireland and any dispute and/or claim relating to the Agreement shall be governed by and construed in accordance with the laws of Ireland.
17.0 Hanntec Engineering does not represent that its products or its security installations may not be compromised or circumvented; that the products or security installations will prevent any personal injury or property loss by burgla ry, robbery, fire or otherwise; or that the products or security installations will in all cases provide adequate warning or protection. Hanntec Engineering, in no event shall be liable for any direct or indirect damages or any other losses occurred due to any type of tampering, whether intentional or unintentional such as masking, painting or spraying on the lenses, mirrors or any other part of the detector or the security installation. Customer understands that a properly installed and maintained alarm may only reduce the risk of burglary, robbery or fire without warning, but is not insurance or a guaranty that such event will not occur or that there will be no personal injury or property loss as a result thereof. Consequently, Hanntec Engineering shall have no liability for any personal injury, property damage or loss based on a claim that the product fails to give warning.