Terms and Conditions
1. Services
1.1 In accordance with the Proposal for Provision of Services (The Proposal) and our contract Terms and Conditions, LMS Security will provide the Services using the reasonable care and skill that would be expected of a competent and qualified consultant experienced in performing services of a similar scope, nature and complexity to the Services for the Fees stated.
1.2 The Client’s instruction shall constitute acceptance of the Proposal, and formation of the Contract in accordance with these Terms and Conditions. In the event of any conflict between these Terms and Conditions and any other documents, representations, or warranties, the provisions of these Terms and Conditions shall prevail.
2. Client Responsibilities
2.1 Performance of Services is subject to:
2.1.1 Timely provision of adequate and accurate information by the Client, and those third parties over whom LMS Security have no control
2.1.2 Performance by the Client and those third parties over whom LMS Security have no control, of all functions upon which the Services or any part thereof are dependent
2.1.3 Provision of access to such sites and locations as and when may be necessary in order for LMS Security to undertake the Services
2.2 The Client obtaining all the necessary permissions from third parties, in order to enable the Services to be undertaken. For the avoidance of doubt, this will include payment of any/all related fees in obtaining said permissions
3. Location
3.1 The Services will be provided from LMS Security offices located across the UK.
4. Contract Management
4.1 Each party will nominate a named individual who will be responsible for managing all issues relative to the performance of the Contract. When it is necessary for either party to change its named individual, prior notice in writing shall be given.
5. Staff
5.1 Where individual staff are named in the Proposal, LMS Security will use all reasonable efforts to ensure that the named individual(s) are used. However, this cannot be guaranteed for all engagements. Where changes in staff are necessary, reasonable notice of the changes will be given.
6. Sub-Contractors
6.1 LMS Security reserves the right to employ agents and sub-contractors when providing any part of the Services.
7. Variations of Service
7.1 LMS Security will bring to the attention of the Client any additional services required of LMS Security, which are considered to be outside the Services described in the Proposal and will be assessed to establish whether LMS Security have the necessary skills in order to facilitate the additional Services.
7.2 Unless and until agreed to the contrary, additional services will be charged at rates stated in the Proposal, or at comparable rates. If there are no rates stated in the Proposal, or if there are no rates upon which charges can be based, then rates which are otherwise agreed will be charged.
7.3 Additional Services will only be undertaken with the Client’s agreement, which must be confirmed in writing. Any additional Services will only be facilitated by LMS Security provided that these additional Services do not undermine the necessary safety measures to protect LMS Security staff, or compliance with relevant legislation. Where issues of safety or compliance with legislation are involved, LMS Security will notify the Client of necessary variations at the earliest opportunity.
8. Confidentiality
8.1 LMS Security will comply with the Client’s requirements for confidentiality and secrecy to the extent to which they are made known. Any costs incurred by LMS Security in so doing are to be reimbursed. When entering into the Contract, the Client will be expected to agree to relevant measures to ensure confidential information will not be disclosed, divulged, revealed, reported, or used, for any purpose, any confidential information which the Client has obtained, except as authorised by LMS Security or as required by law. The obligations of confidentiality will apply during the term of the Contract and will survive indefinitely upon termination of the Contract.
9. Intellectual Property
9.1 All intellectual property and related material, including any trade secrets, moral rights, goodwill, relevant registrations or applications for registration, and rights in any patent, copyright, trademark, trade dress, industrial design, and trade name (the “Intellectual Property”) that is developed or produced under a Contract, will be the sole property of LMS Security. The use of the Intellectual Property by LMS Security will not be restricted in any manner.
9.2 The Client may not use the Intellectual Property for any purpose, other than as permitted in any Contract, without the written consent of LMS Security. The Client will be responsible for any and all damages resulting from the unauthorised use of the Intellectual Property.
10. Payment
10.1 Invoices will be due 30 days from invoice date
10.2 Invoices for periodic or milestone based payment for work carried out will be issued on the 4th day (or the next nearest working day) of each month, being the “Payment Due Date”.
10.3 Any disputed charges must be brought to the attention of LMS Security by written notice, stating an intention to withhold payment, its value, and reasons for withholding payment. Such notice should be provided to LMS Security not less than 1 day before the Payment Due Date.
10.4 In respect of every invoice, the final date for Payment shall be 14 days after the Payment Due Date.
10.5 LMS Security will be entitled following a minimum of 30 days’ notice in writing to the Client to suspend performance and delivery of the Services if the Client fails to make full and proper payment in accordance with these provisions.
10.6 Without prejudice to any other right or remedy, LMS Security shall be entitled to interest upon late payment at the Bank of England base rate plus 8% per annum.
11. Complaints
11.1 LMS Security treats all complaints seriously and prefers to deal with them internally and between the individuals concerned. If this fails, the following procedure shall be followed:
11.2 In the event of a complaint against LMS Security, which has not been resolved internally, the Client should write to: support@lmssecurity.co.uk
12. Termination
12.1 The Contract may be terminated by either party at any time by giving not less than 30 days written notice.
12.2 The Contract may be terminated by either party without notice in the event of a material or persistent breach of the Contract terms by the other party, or in the event that the other party is unable to pay its debts or has a receiver, administrator, administrative receiver, or liquidator appointed, or calls a meeting of its creditors, or ceases, for any other reason to carry on business.
12.3 In the event of termination by LMS Security, which is not as a result of the Client’s breach of Contract, LMS Security shall be entitled to payment of all Fees incurred up to the date of termination, in accordance with section 10.0 Payment (above).
12.4 In the event of termination by the Client or by LMS Security as a result of the Client’s breach of Contract, including inability to pay debts, insolvency or cessation as described above, LMS Security shall be entitled to payment of Fees as above plus loss of profit.
13. Disputes
13.1 If any dispute arises in connection with the Contract, the parties agree to use best efforts to resolve the issue amicably and will be open to engaging in relevant dispute resolution procedures.
14. Notice
14.1 All notices, requests, demands or other communications required or permitted by the terms of this Agreement will be given in writing and delivered to the Parties at the delivery addresses, which will be set out in the Contract.
15. Limitation of Liability
15.1 Notwithstanding anything to the contrary contained within this fee proposal, the total aggregate liability of LMS Security under or in connection with this fee proposal, whether in contract, in tort, for negligence or breach of statutory duty or otherwise shall not exceed £1 million (One Million GBP).
16. Rights of Third Parties
16.1 The rights granted to the parties pursuant to the terms of the Contract shall not be extended to any third parties, and the provisions of the Contracts (Rights of Third Parties) Act 1999 shall not apply.
17. Data Protection
17.1 Each party agrees that it will comply with all applicable laws relating to the protection of personal data in effect from time to time (together, the “Data Protection Laws”), in each case to the extent it applies to each party.
18. Governing Law
18.1 This Contract will be governed by and interpreted in accordance with the laws of England and Wales.