Terms And Conditions - Fire, Security & Maintenance Experts

GUARDIAN EDGE LIMITED

Fire, Security & Maintenance Services

CLIENT TERMS & CONDITIONS

Applicable to Commercial and Residential Clients

Company Registration Number: 11116839

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

Tel: 0800 634 3475 | Email: [email protected]

Version: 2.0 | Governing Law: England & Wales

IMPORTANT NOTICE — PLEASE READ CAREFULLY

These Terms and Conditions constitute a legally binding agreement between you (the Client) and Guardian Edge Limited (the Company). By engaging our services, accepting a quotation, placing an order, or permitting works to commence, you agree to be bound by these Terms and Conditions without the requirement for a physical signature.

This document is structured in three parts: Part A applies to all Clients; Part B contains additional terms applicable to Commercial Clients only; Part C contains additional terms applicable to Residential (Consumer) Clients only. Where any conflict exists between Part A and Parts B or C, the more specific provision in Part B or Part C (as applicable) shall prevail.

If you have any questions about these Terms and Conditions, please contact us at 0800 634 3475 or [email protected] before proceeding.

PART A — TERMS APPLICABLE TO ALL CLIENTS

1. Definitions and Interpretation

In these Terms and Conditions, the following definitions apply:

Client: Any person, business, company, or organisation that engages Guardian Edge Limited for the provision of Services, whether on a commercial or residential basis. Where the Client is an individual acting outside the course of a trade, business, craft or profession, they shall be treated as a Consumer for the purposes of these Terms.

Commercial Client: A Client that is a business, company, partnership, sole trader, or other legal entity entering into this agreement in the course of a trade or business.

Residential Client / Consumer: A Client who is a natural person acting wholly or mainly outside the course of a trade, business, craft, or profession, as defined under the Consumer Rights Act 2015.

Company: Guardian Edge Limited, registered in England and Wales under company number 11116839, registered office at Brithdir, Rhydlewis, Llandysul, Ceredigion, SA44 5SN.

Contract: The legally binding agreement between the Company and the Client for the provision of Services, formed in accordance with Clause 5 of these Terms.

Services: All fire, security, and maintenance works and services provided by the Company to the Client, including but not limited to fire alarm installation, fire alarm maintenance, fire suppression systems, intruder alarm installation and maintenance, CCTV installation and maintenance, access control systems, keyholding services, manned guarding, and general property maintenance, as specified in the Order.

Goods: Any equipment, materials, components, or products supplied by the Company in connection with the Services.

Order: The Client’s formal request for Services, whether submitted via the Company’s website, by telephone, in writing, or by acceptance of a quotation.

Fees: The charges payable by the Client for the Services and/or Goods as set out in the quotation, price list, or order confirmation.

Delivery Location: The premises at which the Services are to be performed, as specified in the Order.

Responsible Person: As defined under Article 3 of the Regulatory Reform (Fire Safety) Order 2005, being the person responsible for ensuring compliance with fire safety legislation in respect of the relevant premises.

Maintenance Contract: A recurring service agreement under which the Company provides periodic inspection, testing, and maintenance of fire and/or security systems at agreed intervals.

Force Majeure Event: Any event beyond the reasonable control of a party, including but not limited to acts of God, war, terrorism, riots, fire, floods, pandemics, industrial disputes, or failure of third-party suppliers or utilities.

2. About the Company

2.1 Guardian Edge Limited is a company registered in England and Wales under company number 11116839. Our registered office is at Brithdir, Rhydlewis, Llandysul, Ceredigion, SA44 5SN.
2.2 The Company provides fire detection and alarm systems, fire suppression systems, intruder alarms, CCTV, access control, keyholding, manned security, and property maintenance services across commercial and residential properties.
2.3 The Company operates in compliance with all applicable legislation governing the provision of fire and security services, including but not limited to 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.
2.4 Where the Company provides licensable security activities, all relevant operatives hold valid Security Industry Authority (SIA) licences as required under the Private Security Industry Act 2001. Confirmation of SIA licence details is available upon request.
2.5 The Company’s contact details are: Telephone: 0800 634 3475; Email: [email protected]; Compliance enquiries: [email protected].

3. Acceptance of Terms

3.1 These Terms and Conditions govern all contracts between the Company and the Client for the provision of Services and/or Goods. No other terms shall apply unless expressly agreed in writing by a director of the Company.
3.2 The Client shall be deemed to have accepted these Terms and Conditions in full upon the occurrence of any of the following:
3.2.1 Submission of an Order or request for Services;
3.2.2 Acceptance of a quotation provided by the Company;
3.2.3 Permitting the Company or its representatives to commence any Services at the Delivery Location;
3.2.4 Making any payment to the Company in connection with Services; or
3.2.5 Any other conduct that would reasonably be interpreted as acceptance of an engagement with the Company.
3.3 No formal signature is required for these Terms and Conditions to be legally binding. Acceptance is established on an implied basis through conduct as described in Clause 3.2.
3.4 The Company reserves the right to update or amend these Terms and Conditions from time to time. The version in force at the time of the Order shall apply to that Contract. Clients are encouraged to review the current version of these Terms prior to each new engagement.

4. Quotations and Estimates

4.1 Any quotation provided by the Company shall remain valid for a period of 30 days from the date of issue, unless expressly stated otherwise or withdrawn earlier by the Company.
4.2 Quotations are based on information provided by the Client at the time of enquiry. The Company reserves the right to revise a quotation where, upon attending site or receiving additional information, the scope of works differs materially from that originally described.
4.3 All quotations are exclusive of Value Added Tax (VAT), which shall be charged at the applicable rate in force at the time of invoicing.
4.4 A quotation does not constitute an offer capable of acceptance so as to form a binding contract. A binding Contract is formed only in accordance with Clause 5.
4.5 Estimated timescales provided by the Company are given in good faith but are not guaranteed unless expressly stated as fixed in writing.

5. Formation of Contract

5.1 A legally binding Contract between the Company and the Client is formed upon the earliest of:
5.1.1 The Company’s written confirmation of acceptance of the Client’s Order;
5.1.2 The Company commencing performance of the Services; or
5.1.3 Delivery of any Goods to the Delivery Location.
5.2 The Company reserves the right to decline any Order at its absolute discretion. Where an Order is declined, the Company will notify the Client promptly and any payments received will be refunded in full.
5.3 Where Services are to be provided on a recurring basis under a Maintenance Contract, the terms of such contract (including frequency of visits, scope of works, and fees) shall be as set out in the relevant written agreement. In the absence of a separate written agreement, these Terms shall apply.
5.4 Any amendments to a Contract after formation must be agreed in writing by both parties. Verbal amendments shall not be binding on the Company.

6. Scope and Provision of Services

6.1 The Company shall provide the Services as described in the Order with reasonable skill and care in accordance with the Supply of Goods and Services Act 1982 and, where the Client is a Consumer, the Consumer Rights Act 2015.
6.2 The Company shall carry out all Services in compliance with all applicable legislation, regulations, and relevant British Standards, including but not limited to:
6.2.1 The Regulatory Reform (Fire Safety) Order 2005;
6.2.2 The Fire Safety Act 2021;
6.2.3 The Fire Safety (England) Regulations 2022;
6.2.4 The Building Safety Act 2022, where applicable to higher-risk buildings;
6.2.5 The Private Security Industry Act 2001;
6.2.6 BS 5839 (fire detection and alarm systems);
6.2.7 BS 5306 (fire extinguishing installations and equipment);
6.2.8 BS EN 50131 (intruder and hold-up alarm systems);
6.2.9 The Electricity at Work Regulations 1989;
6.2.10 The Working at Height Regulations 2005; and
6.2.11 Any other standards or regulations applicable to the specific Services being provided.
6.3 The Company’s provision of fire or security Services does not transfer, discharge, or diminish the statutory duties of the Responsible Person under the Regulatory Reform (Fire Safety) Order 2005 or any other applicable legislation. The Client, as Responsible Person (or building owner/occupier), remains legally responsible for ensuring ongoing compliance with all applicable fire safety obligations.
Important: Installation or maintenance of a fire or security system by the Company does not fulfil the Client’s independent statutory obligations. The Client must ensure they understand and comply with their own legal duties as Responsible Person.
6.4 The Company reserves the right to make modifications to the Services where necessary to comply with applicable legal requirements, safety standards, or changes in regulation. The Client will be notified of any such changes that materially affect the nature or quality of the Services.
6.5 Descriptions of Services and Goods on the Company’s website, catalogues, or promotional materials are for illustrative purposes only and do not form part of the Contract unless expressly incorporated.

7. Fire Safety — Specific Provisions

7.1 Where the Company installs, commissions, or maintains a fire detection or alarm system, the Client acknowledges that:
7.1.1 The system is designed and installed to provide detection and warning capability only and does not guarantee the prevention of fire or the safety of occupants;
7.1.2 The Client remains responsible for ensuring adequate means of escape, fire risk assessments, and compliance with all fire safety legislation applicable to the premises;
7.1.3 The Client must not tamper with, disable, isolate, or modify any installed fire system without the prior written consent of the Company; doing so may render the system non-compliant and void any associated warranty;
7.1.4 Regular testing and maintenance of fire systems is a legal requirement and the Client is responsible for arranging such maintenance whether through the Company or a suitably qualified third party.
7.2 For premises subject to the Building Safety Act 2022 (higher-risk residential buildings over 18 metres or 7 storeys), the Client acknowledges their obligations under that Act, including in relation to the golden thread of building information and the appointment of a Building Safety Manager, and confirms that any works carried out by the Company will be notified to the relevant Building Safety Regulator where required by law.
7.3 Upon completion of any fire system installation or commissioning works, the Company shall provide the Client with commissioning certificates, as-built drawings, operation and maintenance manuals, and relevant test records as appropriate to the applicable British Standard. Provision of such documentation is a condition of the Company’s warranty obligations.
7.4 The Company shall not be liable for any failure of a fire system arising from the Client’s failure to maintain the system in accordance with manufacturer recommendations, applicable standards, or the Company’s written instructions. The Company’s liability for any system failure is further limited by Clause 15.

8. Security Services — Specific Provisions

8.1 Where the Company provides manned security, keyholding, or other licensable security activities, all operatives engaged in such activities hold valid SIA licences appropriate to the activity being undertaken under the Private Security Industry Act 2001.
8.2 Where the Company installs or maintains CCTV systems, the Client acknowledges that:
8.2.1 The Client, as the operator of the CCTV system, is responsible for compliance with all applicable data protection legislation including the UK GDPR, the Data Protection Act 2018, and the ICO’s Surveillance Camera Code of Practice under the Protection of Freedoms Act 2012;
8.2.2 The Client must register with the Information Commissioner’s Office (ICO) as a data controller where required by law;
8.2.3 The Client is responsible for ensuring appropriate signage is in place at the premises to inform visitors that CCTV is in operation;
8.2.4 The Company will not be liable for any regulatory action, fine, or claim arising from the Client’s failure to comply with data protection legislation in operating the CCTV system.
8.3 Where the Company holds Access Materials (keys, fob devices, alarm codes, or other access credentials) in connection with keyholding services, the Company shall maintain such Access Materials securely and shall only use them for the purposes authorised by the Client. The Client must notify the Company immediately of any change to access arrangements, alarm codes, or site security measures.
8.4 The Client must not request or instruct the Company to undertake any security activity that would require an SIA licence where such a licence is not held. Any such request will be refused and the Company shall bear no liability for any loss arising from such refusal.

9. Maintenance Contracts

9.1 Where the Company provides Services under a Maintenance Contract, the following additional terms apply.
9.2 The frequency and scope of maintenance visits shall be as agreed in writing at the time of entering into the Maintenance Contract. Unless otherwise agreed, maintenance contracts shall continue for an initial fixed term of twelve (12) months from commencement and shall thereafter renew automatically on an annual basis unless terminated by either party giving not less than 30 days’ written notice prior to the renewal date.
9.3 The Company reserves the right to review and adjust Maintenance Contract fees annually, with not less than 30 days’ written notice to the Client prior to any price change taking effect. Where a fee increase is not acceptable to the Client, the Client may terminate the Maintenance Contract by giving written notice within 14 days of receiving notification of the increase, with effect from the date the increase would have taken effect.
9.4 Emergency callout services outside of scheduled maintenance visits may be subject to additional charges at the Company’s then-current callout rates. The Client will be advised of applicable rates prior to any chargeable callout being undertaken, where practicable.
9.5 The Client’s obligations under a Maintenance Contract include:
9.5.1 Providing the Company with reasonable access to the premises at agreed times;
9.5.2 Notifying the Company promptly of any fault, defect, or unusual behaviour of any installed system;
9.5.3 Not undertaking or commissioning any works on installed systems without the Company’s prior written consent;
9.5.4 Keeping a log of any system activations, faults, or test results as required by applicable legislation or standards.
9.6 The Company shall not be liable for system failures attributable to the Client’s failure to comply with Clause 9.5, or to damage caused by third parties, adverse environmental conditions, power surges, or events outside the Company’s control.

10. Client Obligations — General

10.1 The Client shall cooperate fully with the Company in all matters relating to the Services, including:
10.1.1 Granting safe and timely access to the Delivery Location and all areas necessary for performance of the Services;
10.1.2 Providing accurate and complete information necessary for the Company to perform the Services;
10.1.3 Ensuring that the Delivery Location is safe and suitable for the Company’s operatives to work in compliance with all applicable health and safety legislation;
10.1.4 Obtaining all necessary permissions, consents, licences, and approvals required for the performance of the Services (unless expressly agreed otherwise);
10.1.5 Notifying the Company of any hazards, restricted areas, or special requirements applicable to the Delivery Location prior to commencement of works.
10.2 Where the Services are to be carried out on occupied premises, the Client shall ensure that all occupants are informed of the works and that appropriate arrangements are made to minimise disruption. Where any fire or security system must be taken offline during works, the Client shall ensure that alternative fire or security arrangements are in place during the period of isolation.
10.3 Failure by the Client to comply with their obligations under Clause 10.1 or 10.2 shall entitle the Company to:
10.3.1 Suspend performance of the Services until the failure is remedied;
10.3.2 Charge the Client for any wasted costs, abortive visits, or additional expenses arising from the Client’s failure; and
10.3.3 Terminate the Contract in accordance with Clause 17 where the failure amounts to a material breach.
10.4 The Client is solely responsible for ensuring that their use of any system installed or maintained by the Company complies with all applicable legislation, regulations, and insurance requirements. The Company shall not be liable for any regulatory penalty, insurance claim denial, or third-party loss arising from the Client’s failure to meet their own legal obligations.

11. Goods — Supply and Conformity

11.1 All Goods supplied by the Company shall, at the point of delivery:
11.1.1 Be of satisfactory quality within the meaning of the Sale of Goods Act 1979 and, for Consumers, the Consumer Rights Act 2015;
11.1.2 Be fit for any particular purpose made known to the Company prior to the Order, to the extent the Client has relied on the Company’s skill and judgment;
11.1.3 Correspond with their description as provided by the Company.
11.2 The Company shall not be liable for non-conformity of Goods attributable to materials, specifications, or information provided by the Client.
11.3 Risk of loss or damage to Goods passes to the Client upon delivery. Title to the Goods shall not pass to the Client until payment in full has been received by the Company for all outstanding amounts owed by the Client.
11.4 Until title passes, the Client shall:
11.4.1 Hold the Goods as the Company’s bailee and store them separately from other goods so they remain identifiable as the Company’s property;
11.4.2 Not remove, deface, or obscure any identifying marks on the Goods;
11.4.3 Maintain the Goods in satisfactory condition and keep them insured at full replacement value.
11.5 In the event of the Client’s insolvency or failure to pay, the Company may, without notice, enter the Client’s premises to recover any Goods in which title remains with the Company.
11.6 Where Goods are supplied with a manufacturer’s warranty, the Company shall pass the benefit of that warranty to the Client without undue delay. Manufacturer warranty terms, duration, and territorial extent shall be as set out in the documentation accompanying the Goods. Such warranty is supplemental to and does not affect the Client’s statutory rights.

12. Fees, Invoicing, and Payment

12.1 Fees for Services and Goods shall be as set out in the Company’s quotation or current price list at the time of Order. All Fees are exclusive of VAT unless expressly stated otherwise.
12.2 The Company shall invoice the Client upon completion of the relevant Services or stage of works, or as otherwise agreed in writing. Invoices shall be submitted electronically to the email address provided by the Client.
12.3 Payment terms are as follows unless a credit facility has been expressly authorised in writing by the Company’s senior management:
12.3.1 For Residential Clients: payment is due immediately upon receipt of invoice;
12.3.2 For Commercial Clients: payment is due within 30 days of the invoice date, subject to Clause 12.4.
12.4 The Company reserves the right to review and revoke any agreed credit facility at any time in the event of late payment, breach of contract, or material change in the Client’s financial circumstances. The Client will be given reasonable notice of any such revocation.
12.5 In the event of late payment by a Commercial Client, the Company reserves the right to:
12.5.1 Charge statutory interest at the rate of 8% per annum above the Bank of England base rate, pursuant to the Late Payment of Commercial Debts (Interest) Act 1998;
12.5.2 Claim fixed debt recovery costs as prescribed under the Late Payment of Commercial Debts (Interest) Act 1998 (currently £40 for debts under £1,000, £70 for debts between £1,000 and £9,999, and £100 for debts of £10,000 or more);
12.5.3 Suspend provision of Services until all outstanding amounts are paid in full.
12.6 In the event of late payment by a Residential Client, the Company reserves the right to charge interest at a rate not exceeding 8% per annum above the Bank of England base rate on the overdue amount, together with reasonable administrative costs, subject to the provisions of applicable consumer protection legislation.
12.7 In the case of overpayment by the Client due to error, the Company shall credit the overpaid amount against future invoices or refund it to the Client using the original payment method, after applying the credit to any outstanding balances on the account.
12.8 The Company may set off any amounts owed by the Client against any sums due to the Client from the Company.

13. Termination Fees and Cancellation

13.1 Where the Client elects to terminate the Contract prior to the agreed completion date or, in the case of a Maintenance Contract, prior to the end of the current contract term, the following termination fees shall apply as a genuine pre-estimate of the Company’s loss:
13.1.1 Notice of 28 days or more before the completion or renewal date: 25% of the outstanding agreed Fees;
13.1.2 Notice of 14 days or more but less than 28 days: 50% of the outstanding agreed Fees;
13.1.3 Notice of 7 days or less: 100% of the outstanding agreed Fees.
13.2 The termination fees set out in Clause 13.1 represent liquidated damages and are not a penalty. They reflect the genuine costs and losses incurred by the Company as a result of early termination including mobilisation costs, resource allocation, and loss of contracted income.
13.3 Termination fees do not apply where the Client terminates the Contract due to a material breach by the Company that has not been remedied within 30 days of written notice, or where a Residential Client exercises their statutory cancellation rights under Clause 22 (Part C).

14. Delivery and Performance Timescales

14.1 The Company shall deliver the Services and any Goods to the Delivery Location within the timescale agreed at the time of Order. Where no timescale is agreed, the Company shall perform the Services within a reasonable time having regard to the nature of the works.
14.2 Delivery of Goods, where not incorporated into the Services, shall be completed within 30 days of Order unless otherwise agreed.
14.3 Where delay is caused by a Force Majeure Event, the Company’s obligations shall be suspended for the duration of the event. The Company shall notify the Client promptly and shall use all reasonable endeavours to resume performance as soon as practicable.
14.4 Where the Company is unable to deliver within an agreed timescale due to circumstances within its control, the Client may:
14.4.1 Request an equitable reduction in Fees; or
14.4.2 Where delivery of Goods was of the essence and the Company has failed to deliver within a further reasonable period specified by the Client, terminate the relevant part of the Contract and receive a full refund of any amounts paid for undelivered Goods.
14.5 Where the Client fails to provide access to the Delivery Location on the agreed date through no fault of the Company, the Company may charge reasonable costs for abortive attendance and shall be entitled to reschedule the works at its convenience.

15. Limitation of Liability

15.1 Nothing in these Terms and Conditions excludes or limits the Company’s liability for:
15.1.1 Death or personal injury caused by the Company’s negligence;
15.1.2 Fraud or fraudulent misrepresentation;
15.1.3 Any other liability that cannot be excluded or limited by law, including under the Consumer Rights Act 2015 where the Client is a Consumer.
15.2 Subject to Clause 15.1, the Company’s total aggregate liability to the Client, whether in contract, tort (including negligence), breach of statutory duty, or otherwise, arising out of or in connection with the provision of Services or Goods shall not exceed the total Fees paid by the Client under the relevant Contract in the twelve (12) months preceding the event giving rise to the claim.
15.3 Subject to Clause 15.1, the Company shall not be liable to the Client for:
15.3.1 Any loss of profit, loss of revenue, loss of business, loss of anticipated savings, or loss of goodwill;
15.3.2 Any indirect, incidental, special, or consequential loss or damage;
15.3.3 Any loss arising from the failure of a fire or security system where such failure is attributable to the Client’s failure to maintain the system, interference with the system, or failure to report faults promptly;
15.3.4 Any loss arising from the Client’s failure to comply with their own statutory obligations as Responsible Person or building owner/occupier;
15.3.5 Any regulatory fine, penalty, or enforcement action arising from the Client’s failure to comply with applicable legislation.
15.4 The Company shall not be liable for any loss or damage arising from the Client’s use of any system installed or maintained by the Company in a manner inconsistent with the Company’s instructions, applicable standards, or manufacturer guidance.
15.5 For Residential Clients, the limitations in Clauses 15.2 and 15.3 apply only to the extent permitted by applicable consumer protection legislation. The Company’s liability to Consumers for defective services or goods shall be governed by the Consumer Rights Act 2015.

16. Indemnity

16.1 The Client shall indemnify and hold harmless the Company against all losses, damages, claims, costs, and expenses (including reasonable legal costs) arising from:
16.1.1 The Client’s breach of any obligation under these Terms;
16.1.2 The Client’s failure to comply with applicable fire safety, health and safety, or other statutory obligations;
16.1.3 Any claim by a third party arising from the Client’s use or misuse of any system installed or maintained by the Company;
16.1.4 Any inaccuracy in information or specifications provided by the Client to the Company.
16.2 This indemnity does not apply to Residential Clients to the extent that it would be unfair or unenforceable under applicable consumer protection legislation.

17. Termination

17.1 Either party may terminate the Contract immediately by written notice to the other party if:
17.1.1 The other party commits a material breach of these Terms that is either incapable of remedy or, if capable of remedy, is not remedied within 30 days of written notice requiring the same; or
17.1.2 The other party becomes insolvent, enters administration, liquidation, or receivership, makes any arrangement with creditors, or ceases to trade.
17.2 The Company may also terminate or suspend the Contract with immediate effect if:
17.2.1 The Client fails to pay any sums due under the Contract by the due date and does not remedy such failure within 7 days of written notice;
17.2.2 The Client refuses or fails to provide access to the Delivery Location on more than one occasion without reasonable cause; or
17.2.3 The Company reasonably believes that continuing to provide the Services would expose the Company or its operatives to an unacceptable health and safety risk.
17.3 Termination of the Contract shall not affect any accrued rights or liabilities of either party as at the date of termination.
17.4 Upon termination, the Client shall immediately pay all outstanding Fees and any applicable termination charges under Clause 13.

18. Intellectual Property

18.1 All intellectual property rights in any designs, drawings, specifications, documentation, software configurations, or technical information produced by the Company in connection with the Services shall remain vested in the Company unless otherwise agreed in writing.
18.2 The Client is granted a non-exclusive, non-transferable licence to use such documentation solely for the purpose of operating and maintaining the installed systems at the Delivery Location. This licence terminates upon termination of the Contract.
18.3 The Client shall not copy, reproduce, disclose, or use the Company’s intellectual property for any purpose other than as set out in Clause 18.2 without the Company’s prior written consent.

19. Data Protection and Privacy

19.1 The Company processes personal data in connection with the provision of Services in accordance with applicable data protection legislation, including the UK General Data Protection Regulation (UK GDPR) and the Data Protection Act 2018. Full details of the Company’s data processing activities are set out in the Company’s Privacy Policy, available at https://guardian-edge.co.uk/privacy-policy.
19.2 The Client consents to the Company processing personal data (including names, contact details, and site access information) for the purposes of providing the Services, managing the Client relationship, and complying with legal obligations.
19.3 Where the Client provides the Company with personal data relating to third parties (including occupants, employees, or tenants at the Delivery Location), the Client warrants that it has the authority and, where required, the consent of those individuals to provide such data to the Company.
19.4 Where the Company installs or maintains CCTV systems on behalf of the Client, the Client shall act as the Data Controller in respect of any footage captured. The Company shall act as a Data Processor in respect of any footage it accesses in the course of maintenance or fault-finding. The parties shall enter into a Data Processing Agreement where required by applicable data protection legislation.
19.5 Any data breach involving personal data processed by the Company in connection with the Services shall be reported to the Client within 24 hours of detection. The Company shall notify the Information Commissioner’s Office where required by law.
19.6 For data protection enquiries, please contact the Company’s Data Protection Officer at [email protected].

20. Anti-Bribery, Modern Slavery, and Ethical Conduct

20.1 The Company operates in full compliance with the Bribery Act 2010 and maintains anti-bribery and anti-corruption policies. Neither the Company nor the Client shall offer, give, request, or accept any financial or other advantage in connection with the Contract.
20.2 The Company complies with the Modern Slavery Act 2015 and takes reasonable steps to ensure that slavery and human trafficking does not occur in its supply chain. The Company’s Modern Slavery statement is available on its website.
20.3 The Client shall comply with all applicable anti-bribery and modern slavery legislation and shall promptly notify the Company of any actual or suspected breach.

21. Force Majeure

21.1 Neither party shall be liable for any failure or delay in performing their obligations under the Contract to the extent that such failure or delay is caused by a Force Majeure Event, provided that the affected party:
21.1.1 Notifies the other party in writing without undue delay, specifying the nature and expected duration of the Force Majeure Event; and
21.1.2 Uses all reasonable endeavours to mitigate the effect of the Force Majeure Event and to resume performance as soon as practicable.
21.2 Force Majeure does not excuse the Client’s obligation to pay Fees already due for Services already performed.
21.3 If a Force Majeure Event continues for more than 60 days, either party may terminate the Contract by giving 14 days’ written notice. In such case, the Client shall pay for all Services performed up to the date of termination and the Company shall refund any amounts paid for Services not yet performed.

22. Successors and Assignment

22.1 The Company may assign or transfer its rights and obligations under the Contract to any successor or affiliate business, provided that such assignment does not materially affect the quality or nature of the Services provided to the Client.
22.2 The Client may not assign or transfer its rights or obligations under the Contract without the prior written consent of the Company.
22.3 Where the Company engages sub-contractors to carry out any part of the Services, the Company shall remain responsible to the Client for the performance of such Services. The Company shall ensure that sub-contractors are contractually bound to standards consistent with these Terms.
22.4 Notwithstanding Clause 22.3, the Company shall not be liable for the acts, omissions, or negligence of sub-contractors except where such liability arises from the Company’s own failure to exercise reasonable care in selecting or supervising the sub-contractor, or from the Company’s gross negligence or wilful misconduct.

23. General

23.1 Entire Agreement: These Terms and Conditions, together with any Order confirmation, quotation, and (where applicable) Maintenance Contract, constitute the entire agreement between the parties in relation to the Services and supersede all prior representations, agreements, or understandings.
23.2 Severance: If any provision of these Terms is found to be invalid, unlawful, or unenforceable, that provision shall be deemed deleted and the remaining provisions shall continue in full force and effect.
23.3 Waiver: A failure or delay by either party in exercising any right under these Terms does not constitute a waiver of that right.
23.4 Third Party Rights: These Terms do not confer any rights on any third party under the Contracts (Rights of Third Parties) Act 1999.
23.5 Notices: All notices under these Terms shall be in writing and delivered by first-class post or email to the addresses specified at the time of Order. Notices sent by email are effective upon transmission, provided a delivery confirmation is obtainable.
23.6 Professional Standards: The Company’s Code of Conduct is available at https://guardian-edge.co.uk/code-of-conduct. Copies may be requested from [email protected].

24. Governing Law and Dispute Resolution

24.1 These Terms and Conditions, and any Contract formed under them, shall be governed by and construed in accordance with the laws of England and Wales.
24.2 In the event of any dispute, the parties agree to first attempt resolution by direct negotiation. The Client should contact the Company at [email protected], and the Company shall provide a proposed resolution within 5 business days of receipt of a written complaint.
24.3 If a dispute cannot be resolved by negotiation, the parties submit to the exclusive jurisdiction of the courts of England and Wales.
24.4 For Residential Clients, nothing in Clause 24.3 prevents the Client from bringing proceedings in the courts of any other part of the United Kingdom in which the Client is domiciled.

PART B — ADDITIONAL TERMS — COMMERCIAL CLIENTS ONLY

The terms in Part B apply only to Commercial Clients (businesses, companies, partnerships, and sole traders acting in the course of a trade or business). They are in addition to, and supplement, the terms in Part A.

25. Commercial Client Acknowledgements

25.1 The Commercial Client confirms that they are entering into this Contract in the course of a trade or business and not as a Consumer. The Commercial Client acknowledges that certain statutory protections afforded to Consumers under the Consumer Rights Act 2015 and the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 do not apply to this Contract.
25.2 The Commercial Client confirms that they have had the opportunity to seek independent legal advice prior to entering into this Contract and that these Terms are fair and reasonable having regard to the nature of the Services and the commercial context of the agreement.
25.3 The Commercial Client, where acting as the Responsible Person under the Regulatory Reform (Fire Safety) Order 2005 in respect of the relevant premises, acknowledges their statutory duties and confirms that they will maintain compliance with all applicable fire safety legislation independently of the Services provided by the Company.

26. Commercial Payment Terms

26.1 Payment is due within 30 days of the invoice date unless otherwise agreed in writing by the Company’s senior management.
26.2 The Company reserves the right to charge interest and debt recovery costs under the Late Payment of Commercial Debts (Interest) Act 1998 as set out in Clause 12.5.
26.3 For contracts exceeding £10,000 in total value, the Company may require a deposit of up to 30% of the total Contract value prior to commencement of works. The balance shall be invoiced upon practical completion.
26.4 The Commercial Client shall supply the Company with all information required under the Construction Industry Scheme (CIS) within 2 working days of a formal request.

27. Building Safety Act 2022 — Commercial Premises

27.1 Where the Services are carried out on premises subject to the Building Safety Act 2022, the Commercial Client confirms that they have notified the relevant Building Safety Regulator of the works where required by law and that appropriate dutyholder appointments are in place.
27.2 The Company shall provide such documentation as is reasonably required to contribute to the golden thread of building information, as required under the Building Safety Act 2022, within 7 days of completion of the relevant works.
27.3 The Commercial Client shall indemnify the Company against any loss, fine, or penalty arising from the Client’s failure to comply with their obligations under the Building Safety Act 2022.

28. Commercial Limitation of Liability

28.1 The Unfair Contract Terms Act 1977 applies to this Contract. The limitations in Clause 15 are considered by the parties to be reasonable and proportionate having regard to the nature of the Services, the availability of insurance, and the commercial context of the agreement.
28.2 The Commercial Client is advised to maintain appropriate business insurance, including public liability, property, and business interruption insurance, to cover losses that fall outside the Company’s liability under these Terms.
28.3 The Company shall not be liable for any loss of profit, revenue, business, or goodwill suffered by the Commercial Client arising from any failure or delay in the provision of Services, to the fullest extent permitted by law.

29. Adjudication — Construction Contracts

29.1 Where this Contract constitutes a construction contract within the meaning of the Housing Grants, Construction and Regeneration Act 1996 (as amended), either party shall have the right to refer any dispute to adjudication at any time in accordance with Part I of the Scheme for Construction Contracts (England and Wales) Regulations 1998.
29.2 The adjudication process shall be conducted in a manner that is binding upon both parties pending any final legal determination. This does not affect either party’s rights to pursue the dispute through litigation following the conclusion of the adjudication process.

PART C — ADDITIONAL TERMS — RESIDENTIAL CLIENTS (CONSUMERS) ONLY

The terms in Part C apply only to Residential Clients who are Consumers as defined in these Terms. These terms are in addition to Part A and, where they conflict with Part A, shall prevail. Nothing in these Terms affects your statutory rights as a Consumer.

30. Your Consumer Rights

30.1 As a Consumer, you have statutory rights under the Consumer Rights Act 2015. In particular:
30.1.1 Services must be performed with reasonable care and skill;
30.1.2 Services must be performed within a reasonable time (where no time is agreed);
30.1.3 Services must be performed at a reasonable price (where no price is agreed);
30.1.4 Goods must be of satisfactory quality, fit for purpose, and as described.
30.2 If the Company fails to perform Services with reasonable care and skill, you have the right to require the Company to repeat the relevant part of the Services, or where repetition is not possible or not performed within a reasonable time, to receive a price reduction of up to 100% of the Fees paid.
30.3 These Terms do not affect your statutory rights. Where any provision of these Terms conflicts with your statutory rights as a Consumer, your statutory rights shall prevail.

31. Right to Cancel — Distance and Off-Premises Contracts

31.1 Where this Contract is concluded at a distance (e.g. by telephone, email, or via the Company’s website) or away from the Company’s business premises (e.g. at your home), you have the right to cancel this Contract within 14 calendar days without giving any reason, in accordance with the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013 (‘the Regulations’).
31.2 The cancellation period expires 14 calendar days from the day the Contract is concluded (for service contracts) or from the day you receive the Goods (for goods contracts).
31.3 To exercise the right to cancel, you must inform us of your decision by a clear statement (e.g. by post or email) to: Guardian Edge Limited, 5th & 6th Floors, Princess House, Princess Way, Swansea, SA1 3LW or [email protected]. You may use the model cancellation form at the end of this document, but this is not obligatory.
31.4 If you request that Services commence during the cancellation period, you acknowledge that:
31.4.1 You must make this request expressly and in writing;
31.4.2 If you then cancel the Contract, you will be liable to pay for any Services provided up to the date of cancellation, proportionate to the total Contract price;
31.4.3 If the Services have been fully performed within the cancellation period and you requested early commencement, your right to cancel is lost upon full performance.
31.5 Upon cancellation, the Company shall reimburse all payments received from you (other than any amount properly due for Services already provided at your request) without undue delay and no later than 14 days after the Company receives your cancellation notice. Reimbursement shall be made using the same payment method used for the original transaction.
31.6 The 14-day right to cancel does not apply to contracts for:
31.6.1 Goods made to your specification or clearly personalised;
31.6.2 Goods that are liable to deteriorate rapidly;
31.6.3 Emergency repair or maintenance services where you have specifically requested an urgent visit and the Company has attended within the cancellation period.

32. Residential Client — Payment Protections

32.1 For Residential Clients, the administrative charge of £40 and late payment surcharge provisions applicable to Commercial Clients shall not apply. Any late payment charges applied to Residential Clients shall not exceed those permitted under applicable consumer protection legislation.
32.2 The Company will not charge a Residential Client any termination fee where the Client terminates the Contract within the statutory cancellation period in accordance with Clause 31.
32.3 For Residential Clients, all pricing will be clearly communicated before any Contract is concluded, including VAT and any additional charges. The Company will not introduce additional charges without the Client’s prior express consent.

33. Residential Client — Complaints and Redress

33.1 If you are unhappy with any aspect of the Services, please contact the Company in the first instance at [email protected] or by telephone at 0800 634 3475. The Company will acknowledge your complaint within 2 business days and provide a substantive response within 5 business days.
33.2 If your complaint is not resolved to your satisfaction, you may seek redress through the courts of England and Wales. As a Consumer, you may also have access to alternative dispute resolution (ADR) schemes. Further information on ADR is available from the Citizens Advice Bureau at www.citizensadvice.org.uk.
33.3 The Company’s compliance with the Online Dispute Resolution (ODR) Regulation: the European Commission’s ODR platform is available at https://ec.europa.eu/consumers/odr. The Company’s email address for ODR purposes is [email protected].

34. Pre-Contract Information for Residential Clients

34.1 In accordance with the Consumer Contracts (Information, Cancellation and Additional Charges) Regulations 2013, the Company will provide the following information to Residential Clients before the Contract is concluded:
34.1.1 The main characteristics of the Services;
34.1.2 The total price of the Services including VAT and any additional charges;
34.1.3 The arrangements for payment and performance;
34.1.4 The Company’s identity, address, and contact details;
34.1.5 The right to cancel (where applicable) and the conditions and time limit for exercising that right;
34.1.6 Where applicable, that the Consumer will bear the cost of returning Goods in the event of cancellation.

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