Sgcfm Terms and Conditions

8.3 Limitation:
Subject to clause 8.7, the relevant liability of SGC Facilities
Management will be limited as follows: -

6. PAYMENT
1. DEFINITIONS AND INTERPRETATIONS
1.1

In these terms and conditions: -

Agreement term means the term of the security services

agreement as specified in the security services agreement;
Charges means the SGC Facilities Management charges for
additional services agreed by both parties, in each case as
varied from time to time in accordance with the terms of the
security services agreement;
Customer means the customer specified in the security
services agreement;
Company means; SGC Facilities Management
Security Services Agreement means the agreement t hat
incorporates these terms and conditions, and references to the
security services agreement shall include references to these
terms and conditions;
Services means the services as described in part 4 of the
SGC Facilities Management Agreement and any additional
services agreed by both parties from time to time;
Services specification means any document, whether
referred to in the Security Services Agreement or otherwise
agreed in writing between both parties, which contains a
specification of the services to be provided by the SGC
Facilities Management.
1.2 In the Security Services Agreement the plural includes the
singular and vice versa; a reference to any person includes a
reference to any individual, partnership or company; a
reference to any document includes a reference to any
amended, revised or modified version of that document, or any
replacement for that document; words and expressions
defined in the Companies Act 1985 (as amended) shall bear
the meanings assigned to them therein; and the headings are
for convenience only and shall be ignored when constructing
or interpreting the security services agreement.

6.1 Payment Terms:

SGC Facilities Management will be entitled to invoice the
customer for the charges and the customer shall pay SGC
Facilities Management invoices in accordance with the
payment terms set out or referred to in the security services
agreement or as otherwise agreed by the parties.
6.2 Default Payment Terms:
In the absence of any other agreed payment terms, SGC
Facilities Management will be entitled to invoice the customer
for the charges in respect of any services provided in a week
at any time following the end of that week, and the customer
shall pay SGC Facilities Management invoices within thirty
days of receipt.
6.3 Interest:
SGC Facilities Management shall be entitled to charge daily
interest (compounded monthly) on any overdue amounts
(whether formally demanded or not) at the rate of 3% per year
above the base lending rate of Barclays Plc for the time being
in force, running from the date when such amounts were due
until the date of payment (before as well as after any
judgement).
6.4 VAT:
All charges and other amounts payable under the security
services agreement are exclusive of value added tax, and any
other applicable sales tax, which shall be payable in addition
at the rate ruling from time to time.
6.5 Set Off:
All charges and other amounts to be paid by the customer
under the security services agreement shall be paid in full
without deduction or withholding and the customer will not be
entitled to assert any credit, set off, or counterclaim against
SGC Facilities Management in order to justify the withholding
payment of such amounts in whole or in part.
6.6 Time of Essence:
Payment of the charges and the time for payment of the
charges under the security services agreement shall be of the
essence of the security services agreement.
7. TERMINATION

2. DURATION
2.1 The security services agreement shall be and continue in
force and effect for the agreement term
3. SERVICES
3.1 Provision:
SGC Facilities Management will provide the services and the
customer will accept and pay for the services, on and subject
to the terms of the security services agreement and these
terms and conditions.
3.2 Services Specification:
Each party shall comply with the services specification.
3.3 Instructions:
SGC Facilities Management and its officers, employees,
agents and contractors, shall be entitled to assume that any
instructions or information received from the customer or
authorised officers are given with the appropriate authority,
and are true, complete and accurate.
3.4 Additional Duties:
Subject to clause 3.6, the customer may request reasonable
additional one-off or temporary duties related to the services. If
any such duties are in the opinion of SGC Facilities
Management to be preformed regularly or outside agreed
working hours, then they shall be dealt with by way of a
variation in accordance with clause 3.5.
3.5 Variations to the services:
Subject to clause 3.6, either party may propose reasonable
variations or additions to the services by notice in writing to the
other. SGC Facilities Management will be entitled to make a
reasonable adjustment to the charges as a result of any
proposed variation. The customer and SGC Facilities
Management shall negotiate in good faith with a view to
agreeing any proposed variations and adjustments to the
charges.
3.6 Excluded Services:
SGC Facilities Management and its officers, employees,
agents and contractors shall be entitled to refuse to perform
any additional services where in their opinion the services are
not ones which they are adequately trained or qualified to
perform, or are not of a type which they are normally
employed to do, or are illegal, immoral or offensive, or they are
not reasonably related to services already provided by SGC
Facilities Management, or are of a strike breaking nature.

7.1 Termination of Contract

A period of 90 days notice is required for termination of
contract by either party unless points 7.2 below apply.
7.2 Early Termination:
Either party may terminate the security services agreement at
any time immediately by notice to the other party if: 7.2.1 Breach:
The other party commits a material breach of the security
services agreement and (if capable of remedy) fails to remedy
such breech within 30 days after receipt of notice specifying
the breech and requiring the same to be remedied;
7.2.2 Insolvency (companies):
Where the other party is a company, it shall be unable to pay
its debts (within the meaning of section 123 of the insolvency
act 1986, but as if in that Section the sum of 10,000 was
substituted for the sum of 750) or shall be liquidated or
wound up, or have a petition for winding up, or if a petition for
the appointment of an administrator is presented against it, or
if it has a receiver or administrator receiver appointed to the
whole or any part of its undertakings of assets, or if it shall
convene any meeting of its creditors or make an arrangement
or otherwise compound or compromise with its creditors;
7.2.3 Insolvency (individuals/partnerships):
Where the other party is an individual or partnership, any
person comprised in the other party becomes unable to pay
his debts (within the meaning of section 268 of the Insolvency
act 1986) or is subject to an interim order, or commits any act
of bankruptcy, or makes a voluntary arrangement with his
creditors.
7.2.4 Overdue Charges:
If any charges payable by the customer become overdue and
the customer will not pay such charges within 30 days after
receipt of notice from SGC Facilities Management requesting
payment, SGC Facilities Management will be entitled to
terminate the security services agreement immediately by
further notice in writing to the customer.
7.3 Effect of Termination:
Except where expressly stated to the contrary, the rights and
obligations of the parties under the security services
agreement will cease immediately upon expiry or termination
of the security services agreement. However, expiry or
termination will not affect any accrued rights, obligations or
liabilities.
7.4 Return of Property:
On expiry or termination of the security services agreement,
SGC Facilities Management will return any keys or other
property of the customer which has been provided to it in
connection with the services.

4. CUSTOMERS OBLIGATIONS
4.1 Service Information:
The customer shall promptly provide the SGC Facilities
Management on request with all such information which SGC
Facilities Management reasonably requires to perform the
services and will ensure that all information which the
customer provides to SGC Facilities Management is true,
complete, accurate and adequate, promptly inform SGC
Facilities Management of any changes to any such
information, provide any additional information which SGC
Facilities Management may require as soon as reasonably
possible, and confirm the accuracy of any information held by
SGC Facilities Management promptly following any request.
4.2 Access and Facilities:
The customer will provide SGC Facilities Management on
request all reasonable facilities and assistance which SGC
Facilities Management reasonably requires to perform the
services, including appropriate rights of access to any
premises where the services are to be performed, and suitable
office facilities at any premises where the services are to be
performed (including a telephone and a power supply).
4.3 Acts of Employees:
The customer will promptly notify SGC Facilities Management
of any wrongful, negligent, criminal or dishonest act or
omission of any employee of SGC Facilities Management
providing the services of which it becomes aware.
5. CHARGES
5.1 Charges:
The customer shall pay SGC Facilities Management the
charges for the services.
5.2 Annual Variation:
Unless otherwise agreed, the SGC Facilities Management
may increase the charges as from each anniversary of the
date of commencement of the agreement term by notice in
writing of such increase given at least one month prior to that
anniversary date.
5.3 Statutory Changes:
Unless otherwise agreed, SGC Facilities Management may
increase the charges by notice in writing to the customer by a
reasonable amount to recover any increased costs or
expenses suffered or incurred by SGC Facilities Management
in providing the services (including increased wage bills) as a
result of any amendment, revocation, replacement or coming
into force of any statue, statutory instrument, directive,
regulation, order or other law.

7.5 Services after Termination:

If SGC Facilities Management has any legal obligation or duty
to continue providing any of the services for any period of
time after termination of those services or the security
services agreement, the customer shall be liable to continue
to accept and pay for those services in accordance with the
terms of the security services agreement.
7.6 Survival of Terms:
The following terms of these terms and conditions shall
survive expiry or termination of the security services
agreement for whatever reason. Clauses 4.4, 7, 8 and 9.
8. LIABILITY
8.1 Reasonableness:
SGC Facilities Management has no detailed knowledge of the
nature or value of the contents of the premises where the
services are to be carried out and is not an insurer. The
customer will know the nature and value of the contents of
any premises which are subject to the services, and agrees
that since the potential loss or damage which the customer
might suffer is likely to be disproportionate to the sums that
can be reasonably be charged to SGC Facilities
Management, taking into consideration the opportunity
afforded to the customer to negotiate the terms of any
limitation set out in this clause 8, the customer acknowledges
that it is fair and reasonable for SGC Facilities Management
to limit or exclude its liability. In particular, the customer
agrees and acknowledges that the liability exclusions and
financial caps laid out in this clause 8 are fair and reasonable.
8.2 Relevant Liability:
In this clause 8 Relevant liability means the liability of SGC
Facilities Management to the customer for or arising out of
breach of the security services agreement by SGC Facilities
Management, or the negligence or breach of statutory duty of
SGC Facilities Management in performing or otherwise
arising out of or in connection with the security services
agreement, or the acts or omissions (including trespasses,
negligence and other torts) of SGC Facilities Management
officers, employees, agents or contractors in the course of
performance of or otherwise in any way arising out of or in
connection with the security services agreement or in relation
to any premises or property the subject of the services, or any
other cause connected in any way with the security services
agreement (in each case whether such liability is in contract,
tort, statue or otherwise howsoever).

8.3.1 Common Law Negligence:

The liability of SGC Facilities Management to the customer for
direct or physical damage or loss of any property of the
customer, or any property of a third party for which the
customer is responsible which is contained in or situated on
any premises the subject of the services, caused by or
resulting from breach by SGC Facilities Management of this
agreement, or breach by SGC Facilities Management or any
employee of SGC Facilities Management of any common law
duty to take reasonable care or exercise reasonable skill or
any statutory duty, or any other tort committed by SGC
Facilities Management or any employee of SGC Facilities
Management will be limited to 250,000 per event or series of
related events.
8.3.2 Other Causes/Loss:
Save in respect of the loss or damage referred
to I n clause 8.3.1
The relevant liability of SGC Facilities Management will be
limited to 50,000 per event or series of related events.
8.4 Excluded Losses:
Notwithstanding any other provision of the security services
agreement, SGC Facilities Management excludes and will in
no circumstances have any relevant liability for any of the
following types of loss, damage, injury or liability: any special
indirect or consequential losses, any loss of bargain, profit,
anticipated savings, production, business, revenue, use,
contract or goodwill, or any liability of the customer to any
other person for any type of loss, damage or liability referred
to in this clause.
8.5 Acts of Employees:
Notwithstanding any other provision of the security services
agreement, but without prejudice to any liability of SGC
Facilities Management for breach of the security services
agreement, SGC Facilities Management excludes and will in
no circumstances have any relevant liability for any wilful,
reckless or deliberate acts or omissions of its employees
(including any burglary, theft, arson, or wilful damage by an
employee of SGC Facilities Management) in each case in the
course of performance of or otherwise in any way arising out
of or in relation to any premises or property the subject of the
services, unless such act or omission could have been
prevented by reasonable supervision by SGC Facilities
Management.
8.6 Notification:
Except for liability in respect of personal injury and death,
SGC Facilities Management excludes and will in no
circumstances have any relevant liability where the customer
fails to notify SGC Facilities
Management of any claim in respect of such relevant liability
within thirty days of it becoming aware of the event, incident,
circumstance or occurrence which may or does give rise to
such relevant liability.
8.7 Personal Injury:
Nothing in the security services agreement shall exclude or
limit the liability of SGC Facilities Management to the
customer for death of or personal injury resulting from the
negligence of SGC Facilities Management or any officer,
employee, agent or contractor of SGC Facilities Management
(as negligence is defined in section 1 of the unfair contract
terms act 1977).
8.8 Extension of Benefit:
The customer acknowledges and agrees that the benefit of
clauses 8.1 to 8.7 shall extend to the officers, employees,
agents and contractors of SGC Facilities Management and
that the benefit of such provisions are held by SGC Facilities
Management for itself and as trustee and agent for the
officers, employees, agents and contractors of SGC Facilities
Management.
8.9 Claims by Third Parties:
The customer shall indemnify SGC Facilities Management
from and against the liability of SGC Facilities Management to
any person (other than the customer) for any loss, damage, or
liability suffered or incurred by that person for or arising out of
the negligence or breach of statutory duty of SGC Facilities
Management, or the vicarious liability of SGC Facilities
Management for the acts or omissions (including trespasses,
negligence and other torts) of SGC Facilities Management
officers, employees, agents or contractors, in each case in the
course of performance of or otherwise in any way arising out
of or in connection with the security services agreement, or on
or in relation to any premises or property the subject of the
services (whether such liability is in contract, tort, statute or
otherwise) provided that this indemnity shall not extend to any
liability of SGC Facilities Management for death or personal
injury caused by the negligence of SGC Facilities
Management or its officers, employees, agents or contractors
while acting in the course of their employment, or to any
liability for loss, damage or liability to the extent that SGC
Facilities Management would also be liable to the customer
for such loss, damage or liability and assuming that the
limitations and exclusions of liability set out in this clause are
valid and enforceable.
8.10 Claims by Employees:
The customer shall indemnify SGC Facilities Management
against any liability of SGC Facilities Management for
personal injury or death suffered by an employee of SGC
Facilities Management caused by any negligence of the
customer, or its officers, employees, agents or contractors, or
any breach by the customer of any statutory duty owed by the
customer under the occupiers liability act 1957, or otherwise
occurring in the course of the performance by that employee
of any the services, except in each case to the extent due to
the contributory negligence of that employee.
8.11 Separate Clauses:
Each of the clauses, and sub-clauses, of 8.1 to 8.9 shall be
construed as a separate and severable contractual term, and
if one or more of each of such clauses is held to be invalid,
unlawful or otherwise unenforceable, the other or others of
such clauses shall remain in full force and effect and shall
continue to bind the parties.
8.12 Insurance:
SGC Facilities Management will at all times during the
agreement term effect and maintain insurance in respect of
SGC Facilities Management accepted liability under this
clause 8 in such amounts, with such excess and on such
other terms as SGC Facilities Management will in its sole
discretion decide.

intervention, war, act of hostile forces, riot, civil disturbance,

extensive destruction of public services, fire, flood, drought,
accumulation of snow or ice or other adverse weather
conditions, failure of power supply, lockout, strike, picket,
stoppage or other action by employees of that party or any
other person, traffic congestion, mechanical breakdown,
obstruction of any premise, road or highway, explosion, fault
or failure of plant or machinery, presence of noxious, toxic or
combustible explosive or radioactive substances, any other
state of the customers property or premises rendering them
dangerous, defaults of agents or contractors where such
default is beyond the reasonable control of the agent or
contractor concerned, incompleteness or inaccuracy of any
information provided breach of the security services
agreement by the other party or any failure of any
telecommunications link. Performance of any obligation
affected by any such event or circumstance shall be
suspended for so long as such an event or circumstance
continues to affect that obligation.
9.3 Assignment:
The security services agreement is personal to the customer,
and the customer will not without prior written consent of SGC
Facilities Management assign, transfer, charge, mortgage or
otherwise deal in the benefit of the security services
agreement, without the prior written consent of SGC Facilities
Management. SGC Facilities Management may assign or
transfer the benefit of the security services agreement to any
person.
9.4 Sub-contracting:
SGC Facilities Management may sub-contract or delegate any
of its rights and obligations under the security services
agreement to any person or company.
9.5 Entire Agreement:
The security services agreement and the documents referred
to in it constitute the entire agreement between the parties
and supersede any previous agreements between the parties
relating to the subject matter of the security services
agreement. All terms and conditions of the customer are
hereby excluded.
9.6 Warranties:
Each of the parties acknowledges and agrees that in entering
into the security services agreement, and the documents
referred to in the security services agreement, it does not rely
on, and shall have to remedy in respect of, any statement,
representation,
warranty
or understanding
(whether
negligently or innocently made) other than as expressly set
out in the security services agreement as a warranty, and the
only remedy available to a party for breach of any warranty,
will be breach of the contract under the terms of the security
services agreement. Nothing in this clause will, however,
operate to limit or exclude any liability to fraud.
9.7 Variation:
No modification, change, variation or amendment of the
security services agreement shall be binding on the parties
unless it is recorded in a written document which is signed on
behalf of that party by an authorised representative of that
party.
9.8 Waiver:
The failure by any party to exercise, or the delay by any party
in exercising, any right, power, privilege or remedy provided
by the security services agreement or by law will not
constitute a waiver thereof nor of any other right, power,
privilege or remedy. No single or partial exercise of any such
right, power, privilege or remedy will preclude any further
exercise thereof or the exercise of any other right, power,
privilege or remedy.
9.9 Invalid Terms:
If any provision of the security services agreement will be held
invalid or unenforceable, it will be deemed to be severable,
and the remainder of the security services agreement will
remain valid and enforceable to the fullest extent permitted by
law. In any such case, the parties will negotiate in good faith
with a view to agreeing one or more provisions which may be
substituted for such invalid or unenforceable provision in order
to give effect, so far as practicable, to the spirit of the security
services agreement.
9.10 Notices:
Any notice under the security services agreement will be in
writing and sent by hand, first class post or facsimile to the
correspondence address of SGC Facilities Management or
the customer set out in the security services agreement (or
such other address as a party will notify to the other in
accordance with this clause) Notices will be deemed to have
been received in the case of notice by hand, on delivery, by
post, on the second day of posting, and by facsimile, on
completion of uninterrupted transmission.
9.11 Governing Law:
The security services agreement will be governed by and
construed in accordance with the laws of England and Wales,
and the parties hereby submit to the exclusive jurisdiction of
the English courts.
9.12 Soliciting of Services:
The customer shall not either during the currency of this
agreement or for a period of one year after the termination
thereof (howsoever arising) solicit the services of or knowingly
employ in any capacity directly involving security duties any
person who during the currency of this Agreement was a
security officer of SGC Facilities Management or being an
employee had been employed in connection with the services
which are subject to this Agreement without the prior written
authorisation of the General Manager. Any breach of this
condition will result in Sgc facilities management invoicing at a
rate of 50% of the agreed contract rate for that individual
solicited based on a 12 month period.

Contract Name:

Site:

Signed on behalf of:SGC Facilities Management.

Signature:

9 GENERAL PROVISIONS
9.1 Confidentiality:
Each party will keep confidential any information of the other
party disclosed to it in connection with the security service
agreement and will only use such information for the
purposes of the security services agreement. A party may not
disclose such information except in strict confidence to those
its officers, employees, agents and contractors who need to
know the same for the purposes of the security services
agreement, or to any other where required by law. These
obligations will not apply to any information which a party can
establish is already in or subsequently enters into the public
domain otherwise than as a result of unauthorised disclosure
by that party. A party will as soon as practicable on request
return or destroy any confidential information of the other
party.
9.2 Force Majeure:
Neither party will be in breach of the security services
agreement or otherwise be liable in respect of any delay in
performance, non-performance or defective performance of
any of its obligations under the security services agreement, if
such breach, delay, non-performance, or defective
performance is caused by or results from any event or
circumstance beyond its reasonable control, including an act
of God, political

Print Name:

Date:

The customer.
Signature:

Print Name:

Date:

SD03-V3-Oct09

SD03-V3-Oct09