Terms & Conditions

Domestic and Business Security Survey, and Scam Prevention Service

1.        Our Contract: Please find set out below the Terms and Conditions, which relate to those local Security Services provided by Caldwell Security Consultancy (Hitchin) Limited, to Consumers, and specifically for the provision of local Security and Crime Prevention Surveys conducted by Jon Caldwell, Security Consultant, together with the local Scam Prevention Advisory Service.  Please read these Terms and Conditions carefully, making sure you fully understand them.  These Terms explain how the Company will provide the Services to the Client, how any changes can be made, by either the Company, or the Client, how to end the Contract, and what to do if there is a problem, together with other important information.  The Client can e-mail the Company via jon@caldwellsecurity.co.uk, or telephone 07464 872496, if there are any questions relating to these Terms and Conditions.

2.        Our Services:

2.1      Security and Crime Prevention Surveys: The Company will provide a qualified Security Consultant, to visit and conduct the Security and Crime Prevention Survey, for local domestic premises, which will identify the Clients valuable assets, and undertake an assessment of any vulnerabilities and threats.  This Service will be agreed verbally, between the Client, and the Consultant, and confirmed in an email, text or written Quote.  Following the Survey, the findings and recommendations of the Consultant, for the implementation of any security, or crime prevention mitigations, will be verbally transmitted to the Client, prior to the Consultant leaving the premises.

2.2      Security Survey for Commercial and Industrial Premises: For complex local Domestic Property’s, and Commercial and Industrial Premises, it may necessary for a written Statement of Works to be developed between the Consultant and Client to ensure it is clear exactly what Services are expected to be delivered, and by when.  The Statement of Works is a written document between the Company, and the Client, setting out the Services to be undertaken, and the cost of such work.

2.3      Security Report and Security Catalogue: Prior to the commencement of the Security and Crime Prevention Survey, the Client can inform the Consultant to provide a written Security Report, for an additional cost, on completion of the Survey.  The Security Report will detail the findings from the Survey, outline the recommendations for improving security, and provide a Security Catalogue, containing information on Security Products, and Security Installers, which the Client may choose when implementing the recommendations.

2.4      Scam Prevention Telephone Advisory Service: The Company will provide a local Telephone Advisory Service, whereby the qualified Security Consultant will, for a fee, take telephone calls, e-mails or text messages, from the Client seeking security advice.  The telephone calls will be made to the Company mobile phone, between the hours of 08.00 and 20.00, seven days a week.  These calls will relate to those circumstances whereby the Client has received a suspicious phone call, door to door caller, text, or e-mail, which they believe to be a scam, or of a malicious, or criminal nature.  The Security Consultant will use their knowledge and experience, together with the most up to date security intelligence, to provide the Client with the necessary security advice.  There may be occasions when it may not be possible for the Security Consultant to immediately answer the telephone call, due to other commitments, such as meetings, or whilst conducting work with other Clients.  In these circumstances a Voicemail message can be left on the Company mobile phone, and the Consultant will respond as soon as practicable.  If the Client believes criminal activity is in progress, they should contact the Police by dialling 999 (in an Emergency), or 101.  If it is suspected the Clients computer, or laptop, may be infected with a virus, the Security Consultant will recommend the Client has a competent IT Security Advisor examine the computer or laptop.

3.        Security Advice Liability:  The Company Security Consultant will perform the Security and Crime Prevention Survey, and Scam Prevention Telephone Security Advisory Services, with reasonable care and skill, using their previous expertise and knowledge, arising from over thirty years Police Service, together with their security qualifications, and experience of working as Head of Security for the M25 Motorway Network.  The Consultant will calculate the perceived risks, using the most up to date security intelligence, to estimate the probability, or threat, of a criminal offence occurring, that may be avoided through the implementation of security mitigations.  The Company shall not be liable if a criminal offence occurs, because the Consultant cannot guarantee that the implementation of the security recommendations, or security advice given over the telephone, will totally eliminate the risk of criminal activity by determined criminals.

4.        Booking Security Services: The Client can obtain a quote by requesting a Consultation, available on the Company Website, via e-mail or telephone.  The Client can also join the Scam Prevention Telephone Security Advisory Service by requesting a Consultation via the Company Website.  For those Clients who do not have access to computer systems they can call the Security Consultant, on 07464 872496, and arrangements can be made to book the Services.

5.        Cancellation of Services:  Under the Consumer Contracts Regulations the Client has 14 calendar days (starting the day after they agree to go ahead with the Service) to cancel the Contract for the Security Survey, or Scam Prevention Telephone Advisory Services.  The Client can use the Cancellation Form contained on the Company Website, or they can send an e-mail to the Company e-mail address (jon@caldwellsecurity.co.uk).  The Consultant will advise the Client, when making the booking for the Security Survey, that the Survey will be no sooner than 14 days later, unless the Client requests the Security Survey takes place sooner.  The Telephone Security Advisory Service will not commence until the 14 day Cooling Off period has finished.  The Client will receive a full refund, if they cancel within the Cooling Off period, unless the Security Survey has already been completed.

6.        Fees:  The cost of the basic Security and Crime Prevention Survey starts from £30.  The Security Consultant can provide a quote over the telephone, or via an e-mail response, prior to commencing the Survey.  The fee will be dependent on the time and distance to travel to the premises, and the estimated time taken to undertake the Survey.

6.1      For more complex Domestic, Commercial, or Industrial Security and Crime Prevention Surveys the cost starts from £50, and the Security Consultant will be able to provide a quote, which may require them to visit the premises prior to commencing the Survey.  The cost will take account of the time and distance to travel to the premises, including the cost of visiting to prepare the quote, and the estimated time it will take to complete the Survey.

6.2      The fee for the Scam prevention Telephone Security Advisory Service is £40, which will entitle the Client to make a telephone call to the Security Consultant up to ten occasions, between 08.00hrs and 20.00hrs, seven days a week, whenever they need advice relating to a suspicious security incident, or potential scam, by telephone, text or e-mail.

7.        Payments:  Payment for the Security and Crime Prevention Survey must be made prior to the Survey taking place.  Likewise, payment for the Scam Prevention Telephone Security Advisory must also be made prior to the facility being used.  Payment can also be made using a Credit, or Debit Card, by telephone on 07464 872496, or in person, prior to the start of the Survey.  Payment can also be made with cash, but cheques will not be accepted.  A full refund will be given to the Client if the Contract is cancelled during the 14 day Cooling Off period, subject to Section 5 of these Terms and Conditions.

8.        Privacy Policy: The General Data Protection Regulation (GDPR) 2016/679 is a Regulation in EU Law on data protection and privacy for all individuals in the European Union and the European Economic Area implemented on 25th May 2018.  The Regulation dictates the Client can request, at any time, a copy of the personal information being held by the Company.  The Client can inform the Company of any changes or corrections to their personal information.  The Client can request the Company deletes all personal information relating to them held by the Company.  The Client can withdraw their consent for the Company to use their personal information at any time by sending an e-mail or letter to the Company address.  The Company fully respects the Clients privacy and the safe storage of relevant personal information is taken very seriously.  All digital data is held on the hard drive of the Company computer and the only personal data held relates to the Clients contact details, name, address, email, telephone, invoice and payment information, all of which has been provided by the Client.  The Company requests the Client to agree for the Company to continue to safely store the Clients personal data to enable the Company to provide the Services and to ensure a smooth operation of that Service to the Client.  The Company does not share any personal data with third parties.  The Clients personal data will only be held until the completion of the Contract, following which it will be deleted, except for information required for Company tax purposes.  Security and Crime Prevention Reports and any other reports or documents produced by the Company will be provided to the Client on a USB, together with a paper version if requested by the Client.  Once the Client is satisfied that the Deliverables have been delivered within the terms of the Contract the Company will delete all reports and other documents from the Company IT system and the Client will posses the only electronic version on the USB provided by the Company.  If the Client loses or corrupts the electronic version of any report or documentation, the Company cannot be held liable and will be unable to provide any further copies, without incurring significant additional costs for rewriting the document.

9.        Deliverables: The production of the Security Report by the Security Consultant, following the Security Survey, will be submitted to the Client in draft form, using a USB electronic device, and paper format, for the Clients review.  The Client will provide the Company with feedback within fourteen days, following which, the Company will incorporate the agreed changes and then issue the Final Version, via the USB, and a paper version.  If the Client does not provide any written feedback, within the fourteen days of issue of the draft report, it shall be deemed to be the Final Version.  Full payment of fees must be made prior to the handover of the Final Version of the Deliverables.

10.      Intellectual Property:  The Company shall retain all Intellectual Property Rights in all documents, including the Security Report and Security Catalogue, software, or other materials provided for use in connection with the performance of the Security Services.

11.      Insurance:  The Company shall affect and maintain adequate Insurance Cover, at its own cost, with a reputable Insurance Company to cover the liability accepted by it under the terms of the Contract and shall, at the Clients reasonable request, produce reasonable evidence of the Insurance Policy.

12.      Confidentiality:  Unless already known in the public domain, or required by Law, the Company and the Client will always keep confidential, and not use or disclose to any third party, without the other party’s written consent, any confidential information supplied by the other party or obtained as a result of the Contract, including all information, in whatever form, relating to the other parties business, technology, and customers and the terms of the Contract.

13.      Force Majeure: Neither the Company, nor the Client, shall be liable for any delay or failure to perform any of its obligations under the Terms and Conditions, where such a delay or failure is due to circumstances beyond its control, known as a ‘Force Majeure Event’ (Event), provided that as soon as is reasonably practicable after the start of the Event, the affected party notifies the other party of the Event, the date on which it started, its anticipated duration and the anticipated impact of the Event on the affected party’s ability to perform its obligations.

The Company reserves the right to amend the Terms and Conditions at any time by giving 60 days’ notice.

Jon Caldwell - Company Director and Security Consultant

Signed on behalf of Caldwell Security Consultancy (Hitchin) Limited – February 2021

Consultancy Services

These Terms and Conditions relate to the Contract between Caldwell Security Consultancy (Hitchin) Limited, and businesses wishing to use Consultancy Services.  They are not intended to be used by Consumers for contracting Security Services.  Consumers should use the Security Survey and Scam prevention Telephone Advisory Services Terms and Conditions contained on the Company Website.

These Terms and Conditions, together with any verbal, or written, Statement of Works, Quote, Purchase Order, any other documents, plans or specifications, agreed between the Consultant and the Client, will constitute the Contract between the Company and the Client.  The Company reserves the right to amend the Terms and Conditions at any time by giving 60 days’ notice.

Definitions:

1.        Contract: means the agreement based on these Terms and Conditions between the Company and the Client.

2.        Company: means Caldwell Security Consultancy (Hitchin) Limited (CSC).

3.        Consultant: means a member of the Company, currently Jon Caldwell, who is the Security Consultant, and Company Director.

4.        Client: means the Person, Firm, or Company, purchasing the Services from CSC.  Parties means the Company and Client.

5.        Default: means any breach of the obligations of either party, including but not limited to, a fundamental breach, or breach of a fundamental term, and/or any actionable default, act, omission, negligence or mis-statement of either party, its employees, agents or sub-contractors, in connection with, or in relation to, the subject of this Contract and in respect of which such party is liable to the other.

6.        Statement of Work: means the written document between the Company and the Client, setting out the Services to be undertaken, and the rates of such work.

7.        Termination Date: means the date specified in the Statement of Works written document when this Contract shall end, unless terminated earlier.

8.        Services: means the Consultancy Services to be provided by the Company to the Client, including, but not limited to, Security Consultancy, and any other Consultancy Services based on the skills and experience outlined within the information contained in the Curriculum Vitae (CV) for Jon Caldwell, contained within the Company Website, such as Motorway and Trunk Road Operations, Control Room Design and Operational Model, Audit and Inspections Emergency and Contingency Planning, Quality Reviews of Documents and Project Management.

9.        Resources: The Client shall provide to the Company access to any such resources as requested by the Consultant, during normal business hours, and shall procure any licences as the Company shall require to perform its obligations under this Contract.

10.      Payment of Fees: In consideration of the payment of fees by the Client, as agreed in the Statement of Work, the Company shall provide the Services in accordance with the Statement of Works and these Terms and Conditions.  The Company shall Invoice the Client for full payment of fees and the Client shall pay them to the Company prior to the commencement of the delivery of the Services, unless alternative payment methods have been agreed, as specified, and at the time stated, in the Statement of Work.

11.      Late Payment: Where the payment of any Invoice, or part of any Invoice, is not made in accordance with this Contract, the Company, without prejudice to its other rights under this Contract, may suspend and/or withhold any Services to be performed by the Company for the Client under this Contract, or any other arrangement, and/or terminate this Contract.

12.      Expenses: In addition to the fees for Services, where prior agreement has been reached between the Company and the Client of the nature and scope of any expenses, the Client shall reimburse all expenses reasonably and properly incurred by the Company in the performance of the Services at any location, more than ten miles from Hitchin, including but not limited to travel, subsistence and accommodation expenses.  Such expenses will be recharged at cost.  The Company shall maintain adequate records of such expenses and, at the Clients reasonable request, shall produce copies for inspection.  These expenses may be invoiced, monthly in arrears, detailing the nature of the expense incurred and the person who incurred the expense.

13.      Fees: The fees as set out in the Quote and Statement of Work, shall either be stated as fixed or on a time basis.  In any other case, other than fixed fee arrangements, all timetables for work and/or performance dates are estimates only and such work will be performed on a daily rate basis, as agreed in the Statement of Work.  The Company will be entitled to increase any Fees due under this Contract, by giving the Client 90 days written notice.

14.      Site Regulations: The Company and the Client agree that when the Company’s staff, including any Agents or Sub- Contractors, are present on the Clients premises, they shall be fully appraised, by the Client, of all rules, regulations and policies relating to the health and safety and security on those premises, and they shall comply with such rules, regulations and policies.  The Client will give advance information in relation to any health and safety equipment that is required by the Company’s staff and whether this equipment will be provided by the Client or needs to be provided by the Company.

15.      Personnel: On complex long-term projects the Company shall use reasonable endeavours to retain personnel allocated to provide the Services to the Client but where it has no reasonable alternative but to replace such personnel, the Company shall give the Client reasonable prior written notice and will use reasonable endeavours to replace the personnel with personnel of similar experience and qualification and unless the replacement has occurred for reasons beyond the reasonable control of the Company, the Company shall bear the cost of training such replacement personnel.

16.      Reports: During the provision of any long-term Services by the Company it shall provide periodic Status Reports setting out the progress of the Services, at intervals, as agreed between the Client and the Consultant.  The parties will hold progress meetings if either party requests this by giving at least one week’s prior written notice.  Where requested by the Client, prior to any Security or Crime Prevention Survey, for the Consultant to provide a written Security Report, at an additional cost, on completion of the Survey, this will need to be agreed in the verbal or written Statement of Work.

17.      Scope of the Services: The nature and extent of the Consultancy Services to be provided by the Company shall be set out in the Statement of Work but at any time, prior to completion of the Services, either party may request a change to them by notice in writing to the other party.  Each party has the right to reject the change request but shall not do so unreasonably.  The Company shall provide the Client with an estimate of the fees for the proposed change in Services, and in cases of change requests made by the Client, the Company reserves the right to charge the Client for costing the change request at its then daily rates.  If both parties agree to implement the change request, details of the changes and the fees, timetable of work and/or delivery dates, shall be set out in a further Statement of Work, signed by both parties, and shall then be deemed to be incorporated into the Contract.

18.      Warranty: The Company shall perform the Consultancy Services with reasonable care and skill.  The Client will promptly notify the Company of any breach of warranties contained within the Contract as soon as practicable upon becoming aware of it and use reasonable endeavours to do so within 14 days.  The Company will be entitled and obliged to remedy such breach within a reasonable time from receipt of notification, which shall not be greater than 30 days, unless agreed between both parties.  This Clause 18 states the Company’s entire liability regarding any breach of the warranties contained in the Contract.  Except as expressly stated in these Terms and Conditions, all warranties, undertakings, duties, terms and conditions, whether express or implied by Statute, Common Law or otherwise, including, but not limited to fitness for purpose, are excluded to the fullest extent permitted by law.

19.      Deliverables: Where the Services result in the production of reports or other materials (Deliverables) such Deliverables shall be submitted to the Client in draft form for the Clients review and the Client shall provide the Company with written feedback on those Deliverables.  The Company will incorporate agreed changes to the draft Deliverables and then issue the Final Version to the Client.  If the Client does not provide any written feedback within fourteen days of issue those Deliverables, it shall be deemed to be the Final Version.  The Services shall be deemed to be completed upon the issue of all Deliverables in the Final Version and/or upon the completion of all activities set out in the Statement of Work.  Full payment of the fees must be made prior to the handover of the Final Version of the Deliverables.

20.      Client Co-operation: The successful and timely performance by the Company of the Services is dependent upon the Clients prompt performance of its obligations under the Contract.  The Client agrees to make available to the Company an authorised representative who will be able to make binding decisions for the Client regarding the Contract, including any changes to the Services.  The Representative must be able to review all documents, including draft Deliverables, provided by the Company, for review so that timely corrections or changes can be made by the Company and provide the Company with reasonable information and documentation concerning the Clients operations and activities, which may be required by the Company for the performance of the Services.  The Client will be responsible and liable for all third-party actions or omissions, where such third parties are under the control of the Client.

21.      Client’s Staff: Where participation by, or access by the Company to, the Client’s staff is necessary for the performance of the Services, the Client agrees that such staff will have the appropriate skill, qualifications and experience and will be available at the times agreed by both parties.

22.      Rights in the Deliverables: To the extent that the Deliverables, or any document, data or other material developed by the Company in the course of performing the Services, constitutes an original work or incorporates a pre-existing work, or proprietary item of the Company, then all right, title and interest, including all Intellectual property Rights, shall be, and remain vested in the Company.  Subject to payment of all fees due under the Contract the Company grants to the Client non-exclusive licence to use the same to the extent necessary to enable the Client to possess and use the Deliverables for its internal business only.

23.      Intellectual Property: The Client and the Company shall retain all right, title and interest, including all Intellectual Property Rights, in all documents, software, data or other materials, which constitute the pre-existing works, or propriety items belonging to them respectively, and which are provided for use in connection with the performance of the Services.  The Client grants to the Company a non-exclusive royalty free licence to use these items belonging to the Client to perform the Services.  Upon termination of the Contract the Company shall return to the Client, or destroy at the Clients option such documents, software, data or other materials, provided that if the Client does not notify the Company of its election within one month, following termination of the Contract, the Company shall be entitled to dispose of those items in any reasonable appropriate manner.

24.      Intellectual Property Indemnity: Subject to the terms of the Contract the Company shall indemnify the Client against any loss, claims, damages or expenses, including reasonable costs, that may be incurred or suffered by the Client in respect of any claim or action that the possession, or use of the Deliverables, by the Client, in the manner envisaged by the Contract, infringes the Intellectual Property Rights of any third party (“an Intellectual Property Infringement”) provided the Client gives notice to the Company of any Intellectual Property Infringement as soon as reasonably practicable on becoming aware of it.  The Client must give the Company the conduct of the defence to, and any settlement negotiations, in relation to any claim or action in respect of any Intellectual Property Infringement and does not at any time admit liability or attempt to settle or compromise the claim or action without prior consultation with, and written consent, of the Company, which shall not be unreasonably withheld or delayed.  The Client must act in accordance with the reasonable wishes of the Company and gives the Company such assistance as the Company shall reasonably require in respect of the conduct of the defence.

25.      Liability: Neither party excludes or limits liability to the other party; for death or personal injury caused by its negligence or that of its Sub-Contractors or Agents; fraud or any breach of the implied terms as to title as defined in Section 12 sale of Goods Act 1979 or Section 2 Supply of Goods Act 1982.

26.      Limitation of liability: Always subject to Paragraph 25 (above) the entire aggregate liability of the Company under, or in connection with, the Contract, whether for tort, (including negligence), misrepresentation, breach of Contract, breach of Common Law, or otherwise, shall not exceed 100 percent of the fees paid to the Company by the Client in any twelve month period prior to the relevant claim arising.

27.      Exclusions: Subject to Paragraph 25 (above) in no event shall the Company be liable for; indirect, pure economic or consequential loss or damage; or expenses or loss of profits; or loss of revenue, loss of contracts or loss of opportunity; or loss of or damage to goodwill; or loss of anticipated savings or opportunity; or loss of, or use of data and/or corruption of data, or business interruption; or aggravated, punitive, exemplary and/or special damages; or loss or damage incurred by the Client as a result of third party claims; or any loss or damage to the extent that it is caused by, or results from any use of the deliverables, by the Client, in any manner other than that for which they were provided.

28.      Severability: If for any reason the exclusion of liability in Paragraph 27 (above) is void or unenforceable, in whole or in part, the Company’s total liability for all loss or damage under the Contract shall be as provided in Paragraph 26 (above), that is it shall not exceed 100 percent of the fees paid to the Company by the Client in any twelve month period, prior to the relevant claim arising.  Each of the limitations and exclusions detailed in Paragraphs 26 and 27 (above) is a separate limitation or exclusion which shall apply and survive even if, for any reason, one or other of them is held inapplicable or unreasonable in any circumstances.  The limitations and exclusions in the Contract shall survive any termination or expiry of the Contract.

29.      Insurance:  The Company shall affect, and maintain, adequate Insurance cover, at its own cost, with a reputable Insurance Company, to cover the liability accepted by it, under the terms of the Contract and shall, at the Clients reasonable request, produce reasonable evidence of the Insurance Policy.

30.      Data: The Client shall be responsible for IT Security in accordance with Industry best practice (ISO:27000) in connection with the performance of its obligations.

31.      General Data Protection Regulation (GDPR) 2016/679: The GDPR is a Regulation in EU Law on data protection and privacy for all individuals in the European Union and the European Economic Area implemented on 25th May 2018.  Both the Company and the Client undertakes to the other party to comply with the General Data Protection Regulations, and all other UK Data Protection Legislation, and to procure that its Employees, Agents and Sub-Contractors observe the provisions of the Law.  The Regulation dictates the Client can request, at any time, a copy of the personal information being held by the Company.  The Client can inform the Company of any changes or corrections to their personal information.  The Client can request the Company deletes all personal information relating to them held by the Company.  The Client can withdraw their consent for the Company to use their personal information at any time by sending an e-mail or letter to the Company address.  The Company fully respects the Clients privacy and the safe storage of relevant personal information is taken very seriously.  All digital data is held on the hard drive of the Company computer and the only personal data held relates to the Clients contact details, name, address, email, telephone, invoice and payment information, all of which has been provided by the Client.  The Company requests the Client to agree for the Company to continue to safely store the Clients personal data to enable the Company to provide the Services and to ensure a smooth operation of that Service to the Client.  The Company does not share any personal data with third parties.  The Clients personal data will only be held until the completion of the Contract, following which it will be deleted, except for information required for Company tax purposes.  Security and Crime Prevention Reports and any other reports or documents produced by the Company will be provided to the Client on a USB, together with a paper version if requested by the Client.  Once the Client is satisfied that the Deliverables have been delivered within the terms of the Contract the Company will delete all reports and other documents from the Company IT system and the Client will posses the only electronic version on the USB provided by the Company.  If the Client loses, or corrupts the electronic version of, any report or documentation, the Company cannot be held liable and will be unable to provide any further copies, without incurring significant additional costs for rewriting the document.

32.      Confidentiality: Unless already known in the public domain, or required by Law, the parties will always undertake to keep confidential, and not to use or disclose to any third party, without the other party’s prior written consent, any confidential information supplied by the other party or obtained as a result of the Contract, including all information, in whatever form, relating to the other party’s business, technology, and customers and the terms of the Contract.  The parties shall procure that any third party, or Sub-Contractor to whom information is disclosed pursuant to the Contract, is made aware of, and complies with, obligations of confidentiality equivalent to those set out in these Terms and Conditions.

33.      Exceptions: Within these Terms and Conditions both the Company and Client agree that information is not to be regarded as ‘confidential information’, and the receiving party will have no obligation with respect to any information which that party can demonstrate, was already known to it, and was at its free disposal prior to its receipt from the disclosing party; was subsequently disclosed to it lawfully by a third party, who did not obtain it, directly or indirectly, either from the disclosing party or under any obligation of confidence; was in the public domain at the time of receipt by the receiving party or had subsequently entered the public domain other than by reason of a breach of the provisions of this Paragraph or of any obligation of confidence; is disclosed by the receiving party in compliance with a legal requirement of a Government Agency, or otherwise, where disclosure is required by the operation of the Law, on condition that it gives the other party reasonable prior written notice of the proposed disclosure to allow that party to intervene.

34.      Breach of Confidence: The Company and the Client shall promptly inform each other if it becomes aware of any breach of confidence by any person and shall give the other party all reasonable assistance in connection with any proceedings which it may instigate against such a person.

35.      Contract Termination – Default: Either the Company, or the Client, may terminate the Contract forthwith, by notice in writing to the other party, where the other party has committed a material ‘Default’ and where such Default is capable of remedy but the party has failed to remedy such default within thirty days of receiving notice specifying the Default and requiring its remedy.

36.      Contract termination – Insolvency: Either the Company, or the Client, may terminate the Contract forthwith, by notice in writing to the other party, if the other party is unable to pay its debts as they fall due, or if any action application or proceeding is made with regard to it for a Voluntary Arrangement or Composition or Reconstruction of its debts; its winding up or dissolution; the appointment of a Liquidator, Trustee, Receiver, Administrative Receiver, Administrator or similar Officer; any similar action, application or proceeding in any jurisdiction to which it is subject.

37.      Contract Duration: Unless terminated earlier, the Contract shall continue until the Company has fully performed the Services and the Client has fully paid all fees and expenses.

38.      Consequences of Contract Termination: Termination of the Contract shall not prejudice, or affect any right of action, or remedy, which shall have accrued, or shall accrue, to either party and all provisions, which are to survive this Contract, or implied to do so, shall remain in force and in effect.

39.      Force Majeure: Neither the Company, nor the Client, shall be liable for any delay or failure to perform any of its obligations under the Terms and Conditions, where such a delay or failure is due to circumstances beyond its control, known as a ‘Force Majeure Event’ (Event), provided that as soon as is reasonably practicable after the start of the Event, the affected party notifies the other party of the Event, the date on which it started, its anticipated duration and the anticipated impact of the Event on the affected party’s ability to perform its obligations.

40.      Third Parties: Any person, who is not a party to the Contract, has no right under the Contracts (Right of Third Parties) Act 1999, or otherwise, to enforce any term of the Contract.

41.      Notices: Any ‘Notice’ to be given under the Contract must be in writing and delivered to the registered office address, or principle place of business of the party to be served and shall be deemed served two days after dispatch by First Class Registered post or immediately on delivery, if hand delivered.

42.      Variation and Waiver: No failure, delay, relaxation or forbearance on the part of either party in exercising any power of right under the Contract shall operate as a waiver of such power or right, or of any other power or right.  Any change to the Contract shall only be valid if it is in writing and signed by both the Company and the Client.

43.      Personal Agreement: The Contract is personal, between the Company and the Client, and the Client shall not assign the benefit of, or any interest in, or subcontract, any obligation under the Contract.

44.      Entire Agreement: Except to the extent of any misrepresentation or breach of warranty which constitutes Fraud, these Terms and Conditions and the Statement of Work together, constitute the entire agreement between the Company and the Client relating to the subject matter of the Contract.

45.      Law and Jurisdiction: The Contract shall be governed by, and construed in accordance with, the Laws of England and Wales and each party agrees to submit to the exclusive jurisdiction of the English Courts.

Jon Caldwell - Company Director and Security Consultant 

Signed on behalf of Caldwell Security Consultancy Hitchin Limited – January 2019