GUARDIAN EDGE LIMITED

Fire, Security & Maintenance Services

STANDARD SUB-CONTRACT TERMS & CONDITIONS

Company Registration Number: 11116839

Registered Office: 5th & 6th Floors, Princess House, Princess Way, Swansea, SA1 3LW

Version: 2.0 | Governing Law: England & Wales

1. Definitions

For the purposes of this Sub-Contract, the terms and expressions identified herein shall be construed in accordance with the definitions provided below:

Client: Refers to the entity that enters into a contractual relationship with Guardian Edge Limited to avail of its services pursuant to the Main Contract.

Sub-Contract: Denotes the legal agreement executed between the Contractor and the Sub-Contractor, embodying these terms and conditions herein.

Contractor: Identifies Guardian Edge Limited, a company duly registered under Company Registration Number 11116839, with its registered office located at 5th & 6th Floors, Princess House, Princess Way, Swansea, SA1 3LW.

Contract Price: The monetary amount stipulated in any purchase order, works order, confirmation of the order, specification, or other documentary evidence furnished by the Contractor, outlining the scope of work to be performed by the Sub-Contractor.

Main Contract: The contractual agreement between Guardian Edge Limited and the Client concerning the provision of fire, security, maintenance works and/or services.

Materials: Any and all materials or goods provided by the Sub-Contractor for the execution of the Sub-Contract Works under this agreement.

Property: The premises at which the Sub-Contract Works are to be carried out.

Relevant Period: The duration for which this agreement is in effect.

Restricted Period: Comprises the Relevant Period in addition to a timeframe of eighteen (18) months following the conclusion, expiry, or termination of this agreement.

Sub-Contract Works: The fire, security, maintenance and/or related works and services specified and described in any purchase order, works order, confirmation of the order, specification, or other document issued by the Contractor, delineating the work to be undertaken by the Sub-Contractor.

Sub-Contractor: The individual or firm engaged to deliver the Sub-Contract Works to the Contractor under the terms of this agreement.

Access Materials: Keys, access codes, alarm codes, PIN numbers, fob access devices, or any other means of physical or electronic access to a Property provided to the Sub-Contractor in connection with the Sub-Contract Works.

2. Principal Agreement Provisions

2.1 The Principal Agreement, save for the exclusion of the Contractor’s schedule of rates and prices, shall be made available for inspection at the Contractor’s registered office by prior arrangement. It is herein understood and acknowledged by the Sub-Contractor that they are deemed to have comprehensive knowledge of all terms and conditions of the Principal Agreement as they relate to the Sub-Contract Works.
2.2 The Sub-Contractor shall carry out the Sub-Contract Works with all due diligence and skill, and shall ensure that their acts or omissions do not result in the Contractor breaching any term of the Principal Agreement.
2.3 The Sub-Contractor is obligated to assume all duties and liabilities imposed upon the Contractor under the Principal Agreement to the extent that such obligations and liabilities pertain to the Sub-Contract Works. This includes, but is not limited to, the performance of the Sub-Contract Works in a manner that is in full compliance with the requirements of the Principal Agreement.

3. Sub-Contract

3.1 Governing Conditions: This Sub-Contract shall be exclusively governed and construed in accordance with these Conditions herein stipulated, unequivocally excluding any alternative terms, whether proposed, implied, or sought to be imposed by the Sub-Contractor, or any third parties, through trade custom, established practice, or any antecedent course of dealings. The Sub-Contractor shall irrevocably bind itself to comply scrupulously with directives issued solely by the Contractor, and shall be expressly forbidden from acting upon instructions emanating from the Client or any external entities.
3.2 Amendments to Terms: No modification, variation, or amendment to the terms of this Sub-Contract shall be deemed effective or enforceable unless it is expressly documented in a written form, and subsequently signed and dated by duly authorised representatives of both the Contractor and the Sub-Contractor, thereby manifesting their mutual assent to the modifications stipulated.
3.3 Fiscal and Regulatory Obligations of the Sub-Contractor: The Sub-Contractor shall bear sole responsibility for the timely and accurate remittance of all statutory contributions and deductions in respect of income tax, National Insurance contributions, state pension contributions, holiday pay entitlements, and any levies due under the Industrial Training Board, on behalf of its employees. The Contractor reserves an unequivocal right to perform audits on all relevant records and documents to ascertain compliance with the aforementioned statutory obligations.
3.4 Health and Safety Compliance: Should the Sub-Contractor employ a workforce exceeding five persons, it is mandated to provide the Contractor with a current Health and Safety Policy document prior to the initiation of this Sub-Contract. Additionally, the Sub-Contractor is obligated to prepare and submit a comprehensive risk assessment and method statement prior to commencing any operations or services pursuant to this Sub-Contract.
3.5 Contribution to Construction Phase Plan: The Sub-Contractor is required to extend reasonable assistance to the Contractor in the development of the construction phase plan, ensuring compliance with both the Contractor’s health and safety policies and the relevant sections of any construction phase plan.
3.6 Compliance and Documentation under the Construction (Design and Management) Regulations 2015: Subsequent to the fulfilment of the Sub-Contract Works, and within a timeframe not exceeding seven days, the Sub-Contractor is compelled to furnish the Contractor with all relevant documentation pertaining to the Sub-Contract Works as necessitated by the Contractor, specifically for the purpose of compiling a health and safety file in compliance with the Construction (Design and Management) Regulations 2015.
3.7 IR35 and Off-Payroll Working Compliance: The Sub-Contractor warrants that it has considered and will continue to monitor its status under the off-payroll working rules (IR35) as applicable under the Income Tax (Earnings and Pensions) Act 2003, as amended by the Finance Act 2021. The Sub-Contractor shall indemnify and hold harmless the Contractor against any and all liability, penalties, interest, or costs arising from any determination by HM Revenue & Customs that the Sub-Contractor or any of its operatives ought to have been treated as employed for tax purposes in connection with the Sub-Contract Works.

4. Execution and Delivery of Sub-Contractual Obligations

4.1 The Sub-Contractor shall diligently execute and fulfil all obligations under the Sub-Contract Works with strict adherence to the terms outlined within the Sub-Contract, in accordance with any directives reasonably issued by the Contractor, and in full compliance with all pertinent statutes, regulations, and legal requirements, including but not limited to the Construction Design and Management Regulations 2015, the Regulatory Reform (Fire Safety) Order 2005, the Fire Safety Act 2021, the Fire Safety (England) Regulations 2022, and the Private Security Industry Act 2001, that are relevant to the Sub-Contract Works.
4.2 The Sub-Contractor is prohibited from assigning, sub-letting, or otherwise transferring any portion or entirety of the Sub-Contract Works without obtaining the express prior written consent of the Contractor.
4.3 In instances where the Sub-Contractor assumes responsibility for the design aspects of the Sub-Contract Works, or any segment thereof, the Sub-Contractor hereby provides an unequivocal warranty regarding the design’s adequacy, appropriateness, and the precision of all related setting out, layouts, and working drawings. Furthermore, the Sub-Contractor shall assume full legal liability for any deficiencies, failures, or defects in the design or implementation of the Sub-Contract Works.
4.4 The Sub-Contractor must secure written approval from the Contractor for any expenditures exceeding the initially authorised cost prior to the commencement of the Sub-Contract Works. This approval must encompass any and all additional charges anticipated or incurred during the execution of the Sub-Contract Works.
4.5 Defects Liability Period: The Sub-Contractor shall remedy, at its own cost and without undue delay, any defect, failure, malfunction, or non-conformity in the Sub-Contract Works that becomes apparent within twelve (12) months of practical completion (‘Defects Liability Period’). This obligation extends to any failure, false alarm, or malfunction in any fire detection, fire suppression, intruder alarm, access control, CCTV, or security system installed or commissioned by the Sub-Contractor. The Contractor shall not be liable for any costs incurred by the Sub-Contractor in remedying such defects.
4.6 Latent Defects: Notwithstanding the Defects Liability Period set out in Clause 4.5, the Sub-Contractor shall remain liable for any latent defect in the Sub-Contract Works that was not discoverable upon reasonable inspection at the time of practical completion and that becomes apparent at any time within six (6) years of practical completion. The Contractor shall bear no liability for any losses, claims, or costs arising from such latent defects, which shall remain solely the responsibility of the Sub-Contractor.

5. Commencement, Progress, and Completion of Sub-Contract Works

5.1 The Sub-Contractor is hereby obligated to initiate the Sub-Contract Works on a date specified by the Contractor and to diligently advance such works in strict compliance with all pertinent statutes, regulations, and provisions of law then in effect.
5.2 It is incumbent upon the Sub-Contractor to achieve completion of the Sub-Contract Works by a deadline prescribed by the Contractor, this being subject to modification only by virtue of an extension of time duly authorized by the Contractor in accordance with the terms of this Sub-Contract.
5.3 Within twenty-four (24) hours subsequent to the execution of the relevant Sub-Contract Works, the Sub-Contractor shall furnish incontrovertible photographic or videographic evidence demonstrative of the completion of said works. Furthermore, where the Sub-Contract Works relate to fire detection, fire suppression, intruder alarm, access control, CCTV, or any other fire or security system, the Sub-Contractor shall additionally provide the following documentation as a condition of payment: (a) formal commissioning certificates signed by a competent person; (b) as-built drawings and schematics; (c) operation and maintenance manuals; (d) cause and effect documentation where applicable; (e) third-party verification certificates or test records as applicable to the relevant British Standard (including BS 5839-1, BS 5306, or BS EN 50131 as appropriate). Failure to provide such documentation shall entitle the Contractor to withhold payment until all required documentation has been received to the Contractor’s reasonable satisfaction.

6. Access

6.1 The Contractor shall employ all such reasonable endeavours as may be requisite to secure from the Client a licence authorising the Sub-Contractor to enter upon the Property, or such parts thereof as may be necessary, for the purpose of executing the Sub-Contract Works.
6.2 Notwithstanding any provision to the contrary herein, the Contractor shall not bear any liability for additional costs borne by or losses incurred by the Sub-Contractor attributable to the Client’s omission or failure to grant access to the Property as aforementioned.
6.3 Occupied Premises: Where the Sub-Contract Works are to be carried out on live, occupied, or operational premises, the Sub-Contractor shall: (a) comply with all site rules, hours of access, and protocols communicated by the Contractor; (b) provide reasonable advance notice to the Contractor where works may cause disruption to building occupants; (c) ensure that at no time during the execution of the Sub-Contract Works is the fire safety, physical security, or operational integrity of the Property compromised; and (d) where any fire or security system is to be taken offline, isolate, or tested, the Sub-Contractor shall provide the Contractor with at least 48 hours prior written notice and shall not proceed without the Contractor’s express written consent. The Contractor shall bear no liability for any losses arising from the Sub-Contractor’s failure to comply with this Clause 6.3.

7. Materials

7.1 Title to the Materials shall be transferred to the Contractor upon the successful completion and delivery thereof.
7.2 The risk of loss, damage, or any diminution in the value of the Materials shall remain with the Sub-Contractor throughout the duration of the Sub-Contract Works, including after completion and acceptance by the Contractor. The Contractor shall not bear any liability for loss, damage, or reduction in value of the Materials at any point.
7.3 All warranties, guarantees, and representations pertaining to the Materials, to the extent permissible under applicable law, shall be assigned and transferred from the Sub-Contractor to the Contractor upon the satisfactory completion of the Sub-Contract Works. In circumstances where any such warranty, guarantee, or representation is not legally assignable, the Sub-Contractor is hereby obliged to hold and enforce such rights in trust for the exclusive benefit of the Contractor.
7.4 Retention of Title: Notwithstanding Clause 7.1, in the event of the Sub-Contractor’s insolvency or the appointment of an administrator, liquidator, or receiver over the Sub-Contractor’s assets, title to all Materials on site or partially incorporated into the Sub-Contract Works shall be deemed vested in the Contractor from the date of such insolvency event, and the Contractor shall be entitled to take possession of such Materials without further liability to the Sub-Contractor or its representatives.

8. Equipment

8.1 The Sub-Contractor shall bear sole responsibility for ensuring the insurance, maintenance, and upkeep of any equipment that is the property of the Contractor and has been either loaned to or utilized by the Sub-Contractor in the execution of the Sub-Contract Works. Furthermore, the Sub-Contractor is obligated to return said equipment to the Contractor in a condition deemed satisfactory, accounting for reasonable wear and tear, upon the completion of the Sub-Contract Works or as otherwise directed by the Contractor.

9. Amendments to the Sub-Contract Works

9.1 The Contractor reserves the unilateral right to amend, modify, or alter the scope of the Sub-Contract Works (‘Variations’) at any given time. Such Variations shall be communicated to the Sub-Contractor in a written form, clearly outlining the nature and extent of the changes being made.
9.2 Should the Contractor invoke its authority under Clause 9.1 to effectuate Variations, it is hereby empowered to adjust the Contract Price accordingly. Such adjustments shall be made on a fair and reasonable basis, to be assessed and determined at the exclusive discretion of the Contractor. This clause ensures that the Contractor retains the necessary flexibility to amend the Sub-Contract Works as required, while also providing a mechanism for equitable adjustment of the Contract Price in light of any Variations made.

10. Compensation for Services Rendered Under Subcontract

10.1 In respect of the services rendered pursuant to this subcontract, the Contractor shall remunerate the Sub-Contractor the agreed Contract Price within thirty (30) days following receipt of a valid invoice, as prescribed under Clause 10.3, subsequent to the successful completion of either the designated stages or the entirety of the Sub-Contract Works. This remuneration is conditional upon the Sub-Contractor providing photographic or videographic evidence and, where applicable under Clause 5.3, commissioning and technical documentation, of such completion to the Contractor’s satisfaction, at the Contractor’s sole discretion. The payment due date shall be the date falling thirty (30) days after the Contractor’s receipt of a valid invoice.
10.2 In the event that the Contractor does not receive an invoice for the Sub-Contract Works within three (3) months following their completion, the Contractor shall be released from any obligation to pay the Contract Price.
10.3 It is incumbent upon the Sub-Contractor to submit all invoices electronically to the following designated email address: [email protected].
10.4 The Contractor reserves the right, at its sole discretion and without detriment to any other rights or remedies it may have, to set off any amounts owed by the Sub-Contractor to the Contractor against any amounts due to the Sub-Contractor by the Contractor.
10.5 The Contractor shall provide the Sub-Contractor with a Payment Notice detailing the sum the Contractor considers to be due on the designated payment due date, including the basis for such determination, within five (5) days after the payment due date.
10.6 The Contractor shall pay the Notified Sum to the Sub-Contractor on or before the final payment date, being the date falling thirty (30) days after the payment due date, unless a Pay Less Notice is issued in accordance with Clause 10.7, in line with Part 2, Section III of the Housing Grants, Construction and Regeneration Act 1996 (as amended, the ‘Construction Act’).
10.7 The Contractor may issue a Pay Less Notice to the Sub-Contractor, indicating its intention to pay an amount less than the Notified Sum, in accordance with Part 2, Section III of the Construction Act. The Pay Less Notice must be served not later than five (5) days before the final payment date and must:
10.7.1 Indicate the sum the Contractor deems due at the time the notice is served; and
10.7.2 Provide a detailed explanation of how that sum was calculated.
10.8 The Sub-Contractor must supply the Contractor with all necessary information in accordance with the Construction Industry Scheme within two (2) working days following a formal request from the Contractor.
10.9 Right to Suspend for Non-Payment: Without prejudice to any other rights or remedies available to the Sub-Contractor, and in accordance with section 112 of the Housing Grants, Construction and Regeneration Act 1996, the Sub-Contractor shall have the right to suspend performance of the Sub-Contract Works where the Contractor fails to pay a sum due under this Sub-Contract by the final payment date, provided that the Sub-Contractor first gives the Contractor not less than seven (7) days’ written notice of its intention to suspend performance, stating the grounds on which it intends to do so. Any period of suspension under this Clause shall entitle the Sub-Contractor to a reasonable extension of time for completion of the Sub-Contract Works.

11. Insurances

11.1 Insurance Obligations of the Sub-Contractor

11.1.1 The Sub-Contractor is hereby required to procure and maintain professional indemnity insurance, the scope and coverage of which shall be contingent upon the specific services rendered, as mutually agreed upon with Guardian Edge Limited.
11.1.2 The Sub-Contractor shall ensure the procurement and maintenance of public liability insurance with a minimum coverage limit of no less than five million pounds sterling (£5,000,000) per occurrence and in the aggregate. Where the Sub-Contractor is engaged in the installation, commissioning, maintenance, or servicing of fire detection, fire suppression, or security systems, the Sub-Contractor shall additionally procure and maintain product liability insurance with a minimum coverage limit of no less than five million pounds sterling (£5,000,000), covering any and all claims arising from or in connection with equipment, materials, or systems supplied or installed by the Sub-Contractor. Evidence of all such insurances shall be provided to the Contractor prior to commencement of the Sub-Contract Works and upon request thereafter.
11.1.3 Furthermore, the Sub-Contractor is obliged to secure employer’s liability insurance with a minimum coverage threshold of ten million pounds sterling (£10,000,000), all aforementioned insurances to be maintained continuously from the commencement date of this agreement until a period of six years subsequent to the achievement of practical completion of the Sub-Contract Works and/or Sub-Contract Services, herein collectively referred to as ‘the Insurances’.

11.2 Standards and Conditions for Maintaining the Insurances

11.2.1 The Sub-Contractor shall contract insurances solely with insurers of repute, duly authorised to conduct insurance business within the United Kingdom or European Union.
11.2.2 Such insurances shall be maintained on terms and conditions that are deemed customary and standard within the prevailing insurance market at the relevant time.
11.2.3 The terms under which the insurances are maintained shall ensure that:
a) The Sub-Contractor is not required to fulfil any liability prior to being eligible to claim under said insurances; and
b) The provisions of the policies do not in any manner impede the ability of any third party to lodge a claim under the insurances in accordance with the Third Parties (Rights Against Insurers) Act 2010.

11.3 Provision of Evidence of Insurances

Upon reasonable request by the Contractor, the Sub-Contractor is required to furnish the Contractor with verifiable evidence that all insurances required under this Clause 11 are valid and active. This includes, but is not limited to, providing an original confirmation letter from the Sub-Contractor’s insurers or insurance brokers specifying:

11.3.1 The specific details of the Sub-Contractor’s current insurances; and
11.3.2 Confirmation that the premiums payable for such insurances have been fully settled as at the date of the letter.

11.4 Product Liability Insurance

11.4 The Sub-Contractor shall procure and maintain product liability insurance providing coverage of no less than five million pounds sterling (£5,000,000) in respect of any claim arising from defective equipment, materials, components, or systems supplied, installed, or commissioned by the Sub-Contractor under this Sub-Contract. This insurance shall remain in force for a period of no less than six (6) years following practical completion of the Sub-Contract Works. The Sub-Contractor shall ensure that such policy does not contain exclusions that would preclude claims arising from fire, security system failure, or related consequential loss. The Contractor shall bear no liability whatsoever for any loss, damage, injury, or death arising from defective products or materials supplied by the Sub-Contractor.

12. Liability

12.1 Notwithstanding any other provision to the contrary herein, the liability of the Contractor to the Sub-Contractor, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, shall be limited to direct damages and shall not exceed the total Contract Price. This limitation of liability shall not apply in circumstances where the damages are a result of the Contractor’s gross negligence or wilful misconduct.

13. Termination Provisions

13.1 Rights of Termination by the Contractor

The Contractor is hereby granted the right to terminate this Sub-Contract forthwith and without liability for such termination to the Sub-Contractor under any of the following conditions:
13.1.1 If the Sub-Contractor fails to diligently proceed with the Sub-Contract Works, comply with the reasonable instructions of the Contractor, or adhere to the agreed timelines for completion of the works;
13.1.2 If the Sub-Contractor refuses or persistently neglects, despite receiving reasonable written notice from the Contractor, to remove, repair, or reinstate any work or materials found to be defective or not in compliance with the requirements of this Sub-Contract;
13.1.3 If the Sub-Contractor commits or omits any act that would or could lead to the forfeiture or termination of the Main Contract under which this Sub-Contract operates;
13.1.4 If the Sub-Contractor is in breach of any term or condition of this Sub-Contract and, following receipt of a written notice from the Contractor specifying the breach, fails to remedy such breach within a period of 5 days (or such longer period as the Contractor may reasonably specify for the rectification of said breach);
13.1.5 If the Sub-Contractor becomes insolvent, is declared bankrupt, or enters into any arrangement with its creditors in a manner that adversely affects its ability to fulfill its obligations under this Sub-Contract;
13.1.6 If the Sub-Contractor commits a material breach of Clause 21 (Keyholding and Access Security) or Clause 22 (Regulatory Compliance for Fire and Security Works).
In any such event, the Contractor shall be entitled, without prejudice to any other rights or remedies it may have, to terminate the Sub-Contract, in whole or in part, immediately by serving written notice of termination on the Sub-Contractor.

13.2 Additional Right of Termination

13.2 Notwithstanding the aforementioned provisions, the Contractor reserves the right to terminate this Sub-Contract at any time by providing the Sub-Contractor with two (2) days’ written notice.

13.3 Obligations Upon Termination

13.3 Upon termination of this Sub-Contract for any reason, the Sub-Contractor shall forthwith return to the Contractor, or as directed, all property, including but not limited to documents, materials, equipment, and all Access Materials, belonging to the Contractor or the Client that is in the possession or under the control of the Sub-Contractor.

14. Non-Solicitation of Customers and Employees

14.1 The Sub-Contractor is hereby expressly prohibited, without obtaining the Contractor’s prior written approval, from directly or indirectly soliciting, attempting to solicit, engaging with, or accepting business from any entity, individual, or organization that has been a client of the Contractor and with whom the Sub-Contractor has had direct contact or knowledge of through the performance of the Sub-Contract Works, within the 24 months preceding the termination of this Agreement. This prohibition applies during the Relevant Period and the Restricted Period and encompasses any involvement as a principal, employee, agent, consultant, or in any other capacity, in any activities that are in competition with the Contractor’s operations as they stand at the point of this Agreement’s termination.
14.2 For the purpose of safeguarding the Contractor’s legitimate business interests, the Sub-Contractor hereby covenants with the Contractor to refrain from, unless prior written consent has been granted by the Contractor, during the Relevant Period and the Restricted Period:
a) Attempting to solicit, or enticing away, or
b) Directly soliciting or enticing away
any individual employed or engaged by the Contractor (hereinafter referred to as a ‘Restricted Person’) from their employment or engagement with the Contractor, with the exception of recruitment through a national advertising campaign that is not specifically designed to target Contractor’s personnel.
14.3 In furtherance of protecting the Contractor’s legitimate business interests, the Sub-Contractor undertakes with the Contractor not to employ, engage, or in any manner facilitate the employment or engagement of any Restricted Person, without the Contractor’s prior written consent, during the Relevant Period and the Restricted Period.
14.4 For the purposes of Clauses 14.2 and 14.3, ‘Restricted Person’ shall be defined as any individual, firm, or company who, during the term of this Agreement, was engaged in the provision of Services or the management of this Agreement in any capacity, including but not limited to, as a principal, agent, employee, independent contractor, or under any other form of employment or engagement.
14.5 Should the Sub-Contractor violate any provision of Clauses 14.2 and 14.3, the Sub-Contractor shall be liable to compensate the Contractor, upon demand, an amount equivalent to one year’s basic salary or the annual fee paid by the Contractor to the Restricted Person, in addition to the recruitment costs incurred by the Contractor for replacing such individual. The parties acknowledge that the stipulated sum represents a genuine pre-estimate of loss constituting liquidated damages, deemed reasonable and proportionate having regard to the Contractor’s legitimate interests in protecting its workforce and client relationships.

15. Indemnification and Limitation of Liability

15.1 The Sub-Contractor shall bear full responsibility and shall indemnify and hold harmless the Contractor from and against all losses, damages, claims for injury or death to any person, or damage to property, directly or indirectly arising out of or in connection with the execution of the Sub-Contract Works, together with any related liabilities, legal costs, proceedings, and expenses incurred by the Contractor, save for such occurrences directly attributable to the Contractor’s failure to fulfil its obligations under this Sub-Contract.
15.2 The Sub-Contractor shall assume all liability and shall indemnify and hold harmless the Contractor against all losses, damages, claims, costs, and expenses incurred by the Contractor as a result of any act, omission, breach, or default by the Sub-Contractor, including but not limited to any loss or claim emanating from the Main Contract.
15.3 The Contractor shall not, under any circumstances, be liable to the Sub-Contractor for any loss of profit, or any indirect, incidental, special, consequential or similar losses arising from any breach, omission, or failure by the Contractor in connection with this Sub-Contract.
15.4 The Contractor shall be absolved from any liability for delay or failure in performing its contractual obligations if such delay or failure is due to events or circumstances beyond the Contractor’s reasonable control.
15.5 Without prejudice to the generality of Clauses 15.1 and 15.2, the Sub-Contractor shall specifically indemnify and hold harmless the Contractor against any and all losses, damages, claims, costs, fines, penalties, and expenses arising from:
15.5.1 Any failure, malfunction, or defect in any fire detection, fire suppression, intruder alarm, access control, CCTV, or security system installed, commissioned, maintained, or serviced by the Sub-Contractor;
15.5.2 Any breach of the Sub-Contractor’s obligations under Clause 21 (Keyholding and Access Security) or Clause 22 (Regulatory Compliance for Fire and Security Works);
15.5.3 Any claim by a third party, including but not limited to the Client, arising from injury, death, property damage, or financial loss attributable to the Sub-Contractor’s works, products, or services;
15.5.4 Any enforcement action taken against the Contractor by a regulatory authority as a result of the Sub-Contractor’s acts or omissions.
15.6 The Contractor’s liability to the Sub-Contractor shall in all circumstances remain limited as set out in Clause 12.1 and the Contractor shall not be liable for any loss, damage, claim, or expense arising from the Sub-Contractor’s own acts, omissions, or defaults.

16. Third-Party Rights

16.1 Notwithstanding any provision to the contrary herein contained, it is hereby explicitly stipulated that the terms and conditions set forth herein shall not confer any benefits upon any third parties. In accordance with the Contracts (Rights of Third Parties) Act 1999, no third parties shall have any rights to enforce any terms of this Agreement.

17. Communications

17.1 All notices required or permitted to be given under this Sub-Contract shall be in writing and shall be deemed duly served if sent by first-class post to the party’s principal or last known business address, or transmitted via electronic mail to the party’s designated primary email address as specified in the order. Such notices shall be considered to have been effectively delivered upon the second business day following the day of posting if sent by first-class post, or at the time of transmission if sent by electronic mail, provided that a transmission confirmation can be produced.

18. Governing Law, Jurisdiction, and Dispute Resolution

18.1 This Sub-Contract, including any dispute or claim arising from or in relation to it, whether contractual or non-contractual, its formulation, or its subject matter, shall be exclusively governed by, and interpreted in accordance with, the laws of England and Wales.
18.2 Each party hereby unequivocally and irrevocably consents to the exclusive jurisdiction of the courts of England and Wales for the resolution of any disputes or claims, whether contractual or non-contractual, emanating from or related to this Sub-Contract, its formation, or its subject matter. This consent extends to any matters concerning the enforcement of any judgment or order thereof.
18.3 In the event of any dispute arising under this Sub-Contract pertaining to the Sub-Contract Works, either party is entitled to seek resolution through adjudication in accordance with Part I of the Scheme for Construction Contracts (England and Wales Regulations 1998) as enacted by the Local Democracy, Economic Development and Construction Act 2009 (LDEDCA 2009) and subsequently amended in 2011. This adjudication process shall be conducted in a manner that is binding upon both parties, subject to their rights to legal recourse as provided under the laws of England and Wales.

19. Force Majeure

19.1 In the event of Force Majeure, neither party shall be deemed to be in breach of this Agreement, nor liable for any delay in performance or failure to perform its obligations under this Agreement, if such delay or failure results from events, circumstances or causes beyond its reasonable control. For the purposes of this clause, Force Majeure shall include, but not be limited to, acts of God, natural disasters, fire, explosion, flood, war, armed conflict, terrorist act, strike, industrial action, riot, or any other similar events. The party affected by such Force Majeure shall endeavour to mitigate the effect of the Force Majeure event by taking all reasonable steps to continue to perform its obligations under this Agreement to the extent possible. Said party is obliged to promptly notify the other party of the occurrence of the Force Majeure event, and to use all reasonable endeavours to resume full performance of its obligations hereunder as soon as practicable after the removal or diminution of such Force Majeure circumstances.

20. GDPR Compliance and Personal Data Handling

20.1 In accordance with the provisions of the General Data Protection Regulation (GDPR) and the Data Protection Act 2018, the Contractor shall furnish the Sub-Contractor with limited personal information pertaining to the Contractor’s clients’ customers (‘Contact Personal Information’) for the sole purpose of facilitating the Sub-Contractor’s operational tasks within client properties.
20.2 Should the Sub-Contractor ascertain that no personal data has been received, or
20.3 Suspect possession or anticipated receipt of personal data exceeding the stipulated Contact Personal Information, or if such basic data is received on more than twenty occasions within a calendar month, it is incumbent upon the Sub-Contractor to promptly notify the Contractor of the data held.
20.4 In instances where the Sub-Contractor is furnished with personal data beyond the predefined scope, it is envisaged that supplementary obligations shall be assimilated into the contractual agreements between the parties.
20.5 Upon acknowledgment from the Sub-Contractor regarding receipt of additional personal data, the Contractor will initiate contact to discuss further obligations.
20.6 The Sub-Contractor may be entrusted with Personal Data in the execution or for the objectives of this Sub-Contract. Such Personal Data, pertaining to the Contractor’s employees, affiliates, third parties, or clients, must only be processed or utilised strictly for the designated purposes for which it is provided, including:
20.7 For tasks related to or provision of goods to a property, solely for the purpose of liaising with the Contractor’s clients/customers who own, manage, or reside in said property to perform said tasks or deliver said goods and services.
20.8 For the delivery of services to a property, to contact a client/customer exclusively for the fulfilment of those services.
20.9 Should the Personal Data pertain to the Contractor’s employees, affiliates, or any third party, it is to be used solely for the purpose explicitly stated by the Contractor.
20.10 All processing, utilisation, distribution, and storage of Personal Data must adhere stringently to prevailing Data Protection Legislation.
20.11 For all contractual or agreement purposes, unless expressly agreed otherwise, the Contractor shall act as Data Controller or Processor (as defined under the Data Protection Act 2018 and GDPR regulation 2016/679), and the Sub-Contractor shall serve as the Data Sub-processor.
20.12 The Data Controller is tasked with securing necessary consents (where required) for the use of Personal Data as stipulated in the Sub-Contract, including notification to the Sub-Contractor of any specified retention periods. The Sub-Contractor is obliged to ensure the timely and permanent deletion of any Personal Data post-use, or sooner if mandated by the Contractor or the Data Controller.
20.13 The Contractor assures that no special categories of personal data (as delineated in Data Protection Laws) shall be provided under any Sub-Contract. Should the Sub-Contractor inadvertently receive such special categories of personal data or deem any received Personal Data sensitive, immediate notification to the Contractor is required, followed by prompt deletion from all records and confirmation of such deletion to the Contractor.
20.14 The Sub-Contractor must maintain the confidentiality of all Personal Data received or accessed, prohibiting disclosure to any employees not directly involved in the Sub-Contract’s execution or any third parties without the Contractor’s prior consent. The Sub-Contractor bears full responsibility for the security and processing of such Personal Data, ensuring it is not disclosed or shared with entities outside the European Economic Area without lawful basis.
20.15 The Sub-Contractor is obliged to comply with the Data Protection Policy maintained by the Contractor, as available on the Contractor’s website and subject to amendments.
20.16 In case of any discrepancy between legal obligations, the Contractor’s Data Protection Policy, and the instructed handling of Personal Data, applicable law shall take precedence, followed by the Contractor’s Data Protection Policy, followed by any specific handling instructions.
20.17 Any data breach, including unauthorized access to or disclosure of Personal Data, must be reported to the Contractor’s Data Protection Manager within 24 hours of detection, outlining the incident’s specifics and remedial actions undertaken to mitigate its impact. Such incidents will be reported to the Information Commissioner’s Office by the Contractor.
20.18 Any requests for Personal Data, irrespective of the requester’s identity, must be redirected to the Contractor, with no Personal Data to be disclosed by the Sub-Contractor without the Contractor’s prior written consent.

21. Keyholding and Access Security

21.1 Where the Sub-Contractor is provided with Access Materials in connection with the Sub-Contract Works, the Sub-Contractor shall:
21.1.1 Hold all Access Materials securely at all times and implement appropriate physical and procedural security measures to prevent unauthorised access, loss, theft, or misuse;
21.1.2 Ensure that Access Materials are only disclosed to or used by those employees or operatives of the Sub-Contractor who are directly engaged in the performance of the Sub-Contract Works at the relevant Property, and only to the extent strictly necessary for the execution of those works;
21.1.3 Maintain a written record of all Access Materials received, including dates of receipt, the identity of personnel to whom Access Materials have been issued, and dates of return;
21.1.4 Not copy, duplicate, share, photograph, or otherwise reproduce any Access Materials without the prior written consent of the Contractor;
21.1.5 Return all Access Materials to the Contractor immediately upon completion of the Sub-Contract Works, or upon demand by the Contractor at any time, in the same condition as received;
21.1.6 Immediately notify the Contractor in writing upon becoming aware of any actual or suspected loss, theft, compromise, or unauthorised use of any Access Materials, and such notification shall be made within two (2) hours of the Sub-Contractor becoming aware of the same.
21.2 The Sub-Contractor shall bear full liability for and shall indemnify and hold harmless the Contractor and the Client against all losses, damages, costs, claims, proceedings, and expenses arising directly or indirectly from:
21.2.1 Any loss, theft, misuse, or unauthorised disclosure of Access Materials by the Sub-Contractor, its employees, agents, or operatives;
21.2.2 Any security breach, unauthorised entry, theft, damage, or loss at any Property attributable to the Sub-Contractor’s failure to comply with the obligations set out in this Clause 21;
21.2.3 Any failure to return Access Materials upon completion of the Sub-Contract Works or upon demand.
21.3 The Contractor shall not bear any liability whatsoever for any security breach, loss, damage, or consequential loss arising from the Sub-Contractor’s handling, use, or misuse of Access Materials, whether or not such liability arises in contract, tort, or otherwise.
21.4 Where the Sub-Contractor holds alarm codes or system access credentials, the Sub-Contractor is expressly prohibited from sharing such credentials with any third party, including but not limited to, suppliers, sub-sub-contractors, or other tradespeople, without the prior express written consent of the Contractor.
21.5 Any breach of this Clause 21 shall be deemed a material breach of this Sub-Contract entitling the Contractor to terminate immediately in accordance with Clause 13.1 without prejudice to any other rights or remedies available to the Contractor.

22. Regulatory Compliance for Fire and Security Works

22.1 The Sub-Contractor warrants and undertakes that it shall, at all times during the performance of the Sub-Contract Works, comply with all applicable legislation, statutory instruments, and regulations governing the installation, commissioning, maintenance, and servicing of fire and security systems, including but not limited to:
22.1.1 The Regulatory Reform (Fire Safety) Order 2005;
22.1.2 The Fire Safety Act 2021;
22.1.3 The Fire Safety (England) Regulations 2022;
22.1.4 The Private Security Industry Act 2001, including ensuring that all operatives engaged in licensable security activities hold a valid and current Security Industry Authority (SIA) licence appropriate to the activity being undertaken, copies of which shall be made available to the Contractor upon request;
22.1.5 All relevant British Standards applicable to the Sub-Contract Works, including but not limited to BS 5839 (fire detection and alarm systems), BS 5306 (fire extinguishing installations), and BS EN 50131 (intruder and hold-up alarm systems), as applicable.
22.2 The Sub-Contractor shall, at its own cost, obtain and maintain throughout the duration of this Sub-Contract all licences, permits, authorisations, and registrations required by law for the performance of the Sub-Contract Works.
22.3 The Sub-Contractor shall provide to the Contractor, prior to commencement of the Sub-Contract Works and upon request at any time, documentary evidence of compliance with the requirements of this Clause 22, including but not limited to copies of SIA licences for all relevant operatives.
22.4 The Sub-Contractor shall indemnify and hold harmless the Contractor from and against any and all losses, fines, penalties, claims, damages, costs, and expenses arising from the Sub-Contractor’s failure to comply with any applicable statutory or regulatory requirement in connection with the Sub-Contract Works.
22.5 The Contractor shall bear no liability whatsoever for any fine, penalty, enforcement action, prosecution, or civil claim arising from the Sub-Contractor’s non-compliance with any applicable legislation, regulation, or statutory requirement.
22.6 Where industry accreditations are held by the Sub-Contractor, such accreditations shall be disclosed to the Contractor prior to commencement of works. However, the holding of any particular accreditation shall not be construed as a condition precedent to the performance of the Sub-Contract Works, nor shall the absence of any accreditation relieve the Sub-Contractor of its obligation to comply with all applicable legal and statutory requirements.

23. Anti-Bribery and Corruption

23.1 The Sub-Contractor warrants that it has not committed and shall not commit any offence under the Bribery Act 2010 in connection with this Sub-Contract. The Sub-Contractor shall maintain adequate procedures to prevent bribery and shall not offer, give, request, or accept any financial or other advantage in connection with the Sub-Contract Works.
23.2 The Sub-Contractor shall indemnify and hold harmless the Contractor against all losses, claims, fines, penalties, and costs arising from any breach of this Clause 23.

24. Modern Slavery and Human Trafficking

24.1 The Sub-Contractor warrants that it shall comply with the Modern Slavery Act 2015 and shall not engage in, facilitate, or benefit from any form of slavery, forced labour, or human trafficking in connection with the Sub-Contract Works.
24.2 The Sub-Contractor shall, upon request, provide the Contractor with its modern slavery statement (where applicable) and shall notify the Contractor immediately upon becoming aware of any actual or suspected instance of modern slavery in its supply chain.

25. Confidentiality

25.1 The Sub-Contractor shall keep confidential all information relating to the Contractor’s business, clients, pricing, technical systems, security arrangements, and operations (‘Confidential Information’) and shall not disclose any Confidential Information to any third party without the prior written consent of the Contractor.
25.2 The Sub-Contractor shall ensure that its employees, agents, and operatives are aware of and comply with the confidentiality obligations set out in this Clause 25. The obligations in this Clause 25 shall survive termination or expiry of this Sub-Contract for a period of five (5) years.
25.3 For the avoidance of doubt, Confidential Information shall include, but not be limited to, all information relating to client site security arrangements, access codes, system specifications, site plans, and any information that would reasonably be regarded as confidential having regard to its nature and the circumstances in which it was disclosed.

26. Acceptance and Implied Agreement

26.1 These Standard Sub-Contract Terms and Conditions govern all Sub-Contract Works carried out by the Sub-Contractor for Guardian Edge Limited. No formal signature is required for these Conditions to be legally binding.
26.2 The Sub-Contractor shall be deemed to have read, understood, and irrevocably accepted these Conditions in their entirety upon the occurrence of any one or more of the following:
26.2.1 The Sub-Contractor’s submission of a quotation, tender, or proposal in response to any request issued by the Contractor;
26.2.2 The Sub-Contractor’s acceptance, whether express or implied, of any purchase order, works order, or other instruction issued by the Contractor;
26.2.3 The Sub-Contractor’s commencement of any Sub-Contract Works, whether or not a formal written order has been received;
26.2.4 The Sub-Contractor’s submission of any invoice to the Contractor in connection with any Sub-Contract Works; or
26.2.5 Any other conduct by the Sub-Contractor that would reasonably be construed as acceptance of an engagement to perform Sub-Contract Works on behalf of the Contractor.
26.3 These Conditions shall apply to all Sub-Contract Works carried out by the Sub-Contractor for the Contractor, whether pursuant to a single engagement or on a repeat or ongoing basis, and shall supersede any terms previously agreed or proposed by either party, save where expressly varied in writing in accordance with Clause 3.2.
26.4 The Contractor’s issuance of a purchase order, works order, or other written instruction shall constitute an offer to engage the Sub-Contractor on these Conditions. The Sub-Contractor’s commencement of works or other conduct indicating acceptance shall constitute acceptance of that offer on these Conditions exclusively.
26.5 The Sub-Contractor acknowledges that it has had the opportunity to read and consider these Conditions prior to undertaking any Sub-Contract Works and that by proceeding it accepts these Conditions without reservation. The Sub-Contractor shall not be entitled to rely upon any alleged lack of notice of these Conditions as a defence to any claim or enforcement action brought by the Contractor hereunder.

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