PHASE ONE SECURITY LIMITED SUPPLIERS APPLICATION, TERMS AND CONDITIONS FOR SUPPLY OF SERVICES
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Phase One Security Limited (“the Company”) only sub contracts for Services on these Terms and Conditions.
The person supplying services to the Company, as specified in the Supply Chain Form (“the Supplier”), will only sub contract for Services on these Terms and Conditions. Only provide the Services on these Terms and Conditions save as expressly set out in our Order Confirmation.
1.1 In these Terms and Conditions the following words have the following meanings:
1.2 The headings in these Terms and Conditions are inserted for convenience only and will not affect its construction or interpretation. References to clauses are unless otherwise stated, references to the clauses of these Terms and Conditions.
1.3 Words importing the singular include the plural and vice versa.
1.4 Words importing a gender will include all genders.
1.5 References to any statute, statutory provision or statutory instrument include a reference to that statute, statutory provision or statutory instrument as amended, consolidated, replaced or re-enacted together with all rules and regulations made under it or them as from time to time amended, consolidated, replaced or re-enacted.
1.6 In the case of conflict or ambiguity the order of precedence for these Terms and Conditions and the documents attached to or referred to in these Terms and Conditions will be as follows:
1.6.1 a signed Change Request in accordance with clause 5; then
1.6.2 the Order Confirmation; then
1.6.3 these Terms and Conditions.
2. Provision of the Services
2.1 The Supplier will provide, in consideration for the Price, the Company and/or the Customer with the Services.
2.2 Each Order Confirmation by the Company will be deemed to be an offer by the Company to purchase the Services subject to these Terms and Conditions and will be accepted by the Supplier either expressly giving notice of acceptance, or impliedly by the Supplier commencing provision of the Services.
2.3 The Company may, at any time, request a change to the Services, in accordance with clause 5.
2.4 The Supplier acknowledges that the Customer has contracted with the Company for the provision of the Services.
2.5 The Supplier acknowledges that in providing the Services the Supplier owes a duty of care to the Company and the Customer.
2.6 In delivering the Services, the Supplier will only employ such staff with the necessary qualifications, competence and skills to perform the tasks assigned to them. This includes right to work in the UK.
2.7 In the event a Security Industry Authority (SIA) licence is required to perform duties it shall be the responsibility of the Supplier to ensure that checks have been completed prior to deploying any licensable individual. The Supplier will issue the Company with any SIA details before deploying any persons on to the assignment.
2.8 If the Company is of the opinion that the provision of the Services does not conform, or is unlikely to conform with the Order Confirmation or to any specification and/or patterns advised by the Company or the Customer to the Supplier, then the Company will inform the Supplier and the Supplier will immediately take such action as is necessary to ensure conformity.
2.9 Time for delivery of the Services will be of the essence.
2.10 The Supplier will ensure its employees only wear the uniform of the Company and represent the Company brand at all times.
2.11 The Supplier must continue to be a SIA approved contractor throughout the period of this agreement. In the event the Supplier doesn’t continue with the scheme they must notify the Company of this without any delay.
2.12 The Supplier cannot sub-contract another contractor to provide services under this agreement without first getting SIA approval – under the Approved Contractor Scheme.
3.1 The Supplier will keep the Company indemnified against all direct, indirect or consequential liabilities (all three of which terms include, without limitation, loss of profit, loss of business, loss of goodwill and like loss), loss, damages, injury, cost and expenses) awarded against or incurred or paid by the Company as a result of, or in connection with:
3.1.1 defective workmanship, quality or materials;
3.1.2 an infringement of any Intellectual Property Rights caused by the use of or supply of the Services; and
3.1.3 any claim made against the Company in respect of any liability, loss, damage, injury, cost or expense sustained by the Company, the Company’s employees or agents, or by any Customer or third party to the extent that such liability, loss, damage, injury, cost or expense was caused by, relates to or arises, from the Services as a consequence of a direct or indirect breach or negligent performance or failure of the Supplier or delay in performance of any obligation under these Terms and Conditions.
4. Charges and Payments
4.1 The Price will be stated in the Order Confirmation and unless otherwise agreed in writing by the Company will be exclusive of VAT but inclusive of all other charges.
4.2 No variation in the Price or extra charges will be accepted by the Company unless in accordance with clause 5.
4.3 The Company will aim pay the Price within 30 days from the end of the month, providing delivery of a valid invoice, but time for payment will be of the essence.
4.4 The Company will pay all invoices 30 days from the end of the month.
4.5 Any charges the Company receives from its Customers due to the Suppliers negligence, its employees failing to complete the services, blowouts or late arrivals, without good reason, will be set off from any amount owed to the Supplier.
4.6 Without prejudice to any other right or remedy, the Company reserves the right to set off any amount owing at any time from the Supplier to the Company on any account whatsoever against any amount payable by the Company to the Supplier.
5. Change in Services
5.1 Where the Company wishes to make any changes to the Services, it will notify the Supplier in writing (“Change Request”).
5.2 The parties will agree on the scope and implications of the requested change(s), any related amendments to the Price, and any implications on the parties’ obligations under these Terms and Conditions.
6.1 Without prejudice to any other right or remedy which the Company may have, if any Services are not supplied in accordance with, or the Supplier fails to comply with, any of these Terms and Conditions, then the Company will be entitled to one or more of the following remedies, at its absolute discretion, whether or not any part of the Services have been accepted by the Company or the Customer:
6.1.1 to rescind the Order Confirmation;
6.1.2 to reject the Services (in whole or in part);
6.1.3 to give the Supplier the opportunity (at the Supplier’s expense) either to remedy any defect or to provide replacement Services and any other necessary work to ensure that these Terms and Conditions are complied with;
6.1.4 to refuse to accept any further provision of the Services, but without any liability to the Supplier;
6.1.5 to carry out, at the Supplier’s expense, any work necessary to make the Services comply with these Terms and Conditions; and
6.1.6 to claim such damages as may have been sustained in consequence of the Supplier’s breach or breaches of these Terms and Conditions.
7. Force Majeure
7.1 The Company reserves the right to cancel or suspend any obligation under these Terms and Conditions, and without liability to the Supplier, if it is prevented from or delayed in the carrying out of its business due to circumstances beyond its reasonable control.
8.1 The Supplier warrants that it will use all reasonable skill and care in providing the Services and the Services will be provided by appropriately experienced, qualified and trained personnel.
8.2 The Company warrants that it is authorised to permit transmission of the Company Material and any Confidential Information to the Supplier in connection with the performance of the Services.
9. Data Protection
9.1 Both parties agree that they will comply at all times with the requirements of the Data Protection Act 1998.
10. Intellectual Property
10.1 All Intellectual Property Rights created in the provision of the Services will vest in the Company, who hereby grants a non-exclusive licence to the Supplier to use such Intellectual Property Rights solely for the purpose of providing the Services.
10.2 The Company hereby grants to the Supplier a non-exclusive licence to use the Company Material solely for the purpose of providing the Services. On termination of these Terms and Conditions this licence will immediately terminate.
10.3 The Company warrants that it will not, nor will it cause the Company or the Customer to, infringe the Intellectual Property Rights of any third party through the provision of and use of the Services.
10.4 Nothing in these Terms and Conditions will confer any right, title, interest or licence to the Supplier in relation to any of the Company’s or the Customer’s data or information. The Supplier will take all reasonable steps to ensure that any data or information which comes into its possession is not used or reproduced, in whole or in part, in any form except as may be required in the performance of the Services.
11.1 Except as required by law or any rule or regulation of the Stock Exchange or regulatory agency, each party will procure that all Confidential Information disclosed by it (“the Disclosing Party”) to the other (“the Receiving Party”) in accordance with these Terms and Conditions come into the Receiving Party’s knowledge, possession or control, will be kept secret and confidential and will not be used for any purposes other than those required or permitted by these Terms and Conditions save that which is trivial or obvious, already in its possession other than as a result of a breach of this clause or in the public domain other than as a breach of this clause .
12. Duration and Termination
12.1 These Terms and Conditions will remain in force notwithstanding completion of the provision of the Services in respect of any matters, covenants or conditions which have not been done, observed or performed prior thereto, and all representations, warranties and obligations of the parties (except for obligations fully performed) continue in full force and effect notwithstanding completion of the provision of the Services.
12.2 The Company will have the right at any time and for any reason to terminate or suspend any contract under these Terms and Conditions in whole or in part by giving the Supplier written notice. Upon receipt of such notice the Supplier will discontinue all work on the provision of the Services and the Company will pay to the Supplier fair and reasonable compensation for work-in-progress at the time of termination but such compensation will not include loss of anticipated profits or any consequential loss.
13.1 The Supplier undertakes to the Company that the Supplier will not during and for a period of 12 months from the termination of this agreement, either on its own account or jointly with or for any other person, firm or company; solicit the custom of the Customer for the purpose of offering to the Customer goods or services similar to or materially competing with those of the Company.
13.2 The Company undertakes to the Supplier that the Company will not during and for a period of 12 months from the termination of this agreement, either on its own account or jointly with or for any other person, firm or company; solicit any Employee which the Supplier has supplied to the Company under these Services away from the Supplier employ.
14.1 The Supplier will:
14.1.1 carry professional indemnity insurance cover in the sum of [£5,000,000] for each and every claim arising out of any one event in respect of any negligence omission or default on the Supplier’s part in the performance of Supplier’s duties and obligations under these Terms and Conditions; and
14.1.2 use best endeavours to maintain the same or equivalent cover with reputable insurers carrying on business in the United Kingdom for a period of at least [five] years from the completion of the Services.
14.2 If required by the Company, the Supplier will produce copies of the terms of the insurance, the latest premium receipt and any other evidence reasonably required to show that the Supplier’s professional indemnity insurance is being maintained including if appropriate the letter from the Supplier’s broker confirming these details.
15.1 These Terms and Conditions, together with the Order Confirmation and, if any, the Change Request, constitute the entire and only legally binding agreement between the parties relating to its subject matter and no addition of or exclusion of or variation of these Terms and Conditions, whether express or implies, will be binding upon the parties unless made in accordance with clause 5.
15.2 Each right or remedy of the Company under these Terms and Conditions is without prejudice to any other right or remedy of the Company whether under the Terms and Conditions or not.
15.3 If any provision of these Terms and Conditions is held by any part, the validity of the other provisions of these Terms and Conditions and the remainder of the provision in question will not be affected. Every provision is agreed to be severable from every other.
15.4 No waiver by the Company of any breach of these Terms and Conditions by the Supplier will be deemed as a waiver of any subsequent breach of the same or any other provision, nor of the provision itself.
15.5 Where these Terms and Conditions refer to communications being written, those include any communications delivered by hand or by national postal service, or delivered by fax (but only on proof of receipt), and/or by e-mail (but only on proof of receipt).
15.6 Any typographical, clerical or other error or omission in the Order Confirmation, acceptance of offer or other document or information issued by the Company will be subject to correction without any liability on the part of the Company.
15.7 Subject to clause 8 a person who is not party to these Terms and Conditions shall have no right under the Contract (Rights of Third Parties) Act 1999 to enforce any terms of these Terms and Conditions. This clause does not affect any right or remedy of any person, which exists or is available otherwise than pursuant to that Act.
15.8 The following clauses are also intended to benefit the Customer and will be enforceable by the Customer to the fullest extent permitted by law:
15.8.1 Clause 2 Provision of the Services;
15.8.2 Clause 8 Warranties;
15.8.3 Clause 9 Data Protection;
15.8.4 Clause 10 Intellectual Property; and
15.8.5 Clause 11
15.9 These Terms and Conditions will be governed and construed in accordance with the laws of England, and both parties submit to the exclusive jurisdiction of the English courts.
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Document Name: PHASE ONE SECURITY LIMITED SUPPLIERS APPLICATION, TERMS AND CONDITIONS FOR SUPPLY OF SERVICES
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