These Terms and Conditions apply to the provision of manned guarding, mobile patrol, keyholding, alarm response, concierge and related security services supplied by Sabre Guarding Limited. They should be read together with the Company's quotation, order confirmation, service specification and any site-specific Assignment Instructions.

1. Definitions and Interpretation
   1.1 In these Terms:
   Company, we, us or our means Sabre Guarding Limited.
   Client, you or your means the company, organisation, partnership or other business contracting with the Company for the Services.
   Services means manned guarding, static guarding, mobile patrols, keyholding, alarm response, concierge, access-control and any other security or related services agreed in writing.
   Site means the premises, land or other location at which the Services are provided.
   Assignment Instructions means the written site-specific instructions, duties, procedures, patrol requirements, escalation arrangements and other operational requirements agreed for the Site.
   Contract means the agreement between the Company and the Client comprising the Company's accepted quotation or order confirmation, these Terms, the service specification, any Assignment Instructions and any written variations expressly agreed by the Company.
   Charges means the fees and other sums payable for the Services under the Contract.
   Security Personnel means employees, workers, officers, supervisors, mobile patrol personnel, controllers or authorised subcontract personnel engaged in providing the Services.
   Business Day means a day other than Saturday, Sunday or a public holiday in England.
   1.2 References to writing include email.
   1.3 These Terms are intended for business-to-business transactions. The Client confirms that it is entering into the Contract wholly or mainly for purposes relating to its trade, business or profession.
2. Contract Formation and Order of Precedence
   2.1 All quotations and proposals issued by the Company are subject to these Terms unless expressly stated otherwise.
   2.2 A Contract is formed when the Company accepts the Client's order, confirms mobilisation, commences the Services, or otherwise confirms acceptance of the Client's instructions.
   2.3 Any purchase order or other document issued by the Client is accepted for administrative purposes only. Terms contained in the Client's purchase order or other standard terms shall not override these Terms unless expressly accepted in writing by an authorised representative of the Company.
   2.4 If there is any inconsistency between the Contract documents, the following order of precedence shall apply unless expressly agreed otherwise: (a) any written variation signed or expressly accepted by both parties; (b) the Company's quotation or order confirmation; (c) these Terms; and (d) the Assignment Instructions.
   2.5 The Assignment Instructions govern the detailed operational performance of the Services but do not vary the commercial or legal terms of the Contract unless expressly stated and agreed in writing.
3. Scope of Services
   3.1 The Company shall provide the Services with reasonable care and skill and in accordance with the agreed service specification and Assignment Instructions.
   3.2 Static guarding duties, patrol frequency, access-control duties, keyholding, alarm response and other service requirements shall be those expressly agreed for the relevant Site.
   3.3 Where patrols or circuits are required, timings may be varied for operational or security reasons unless fixed times are expressly agreed.
   3.4 The Company may reasonably alter or omit a patrol, circuit or task where necessary because of an emergency, immediate safety concern, criminal incident, severe weather, Site obstruction or other unforeseen circumstance, provided the Company acts reasonably and records the material reason where practicable.
   3.5 The Services are intended to reduce and manage security risk. They do not constitute a guarantee that theft, trespass, vandalism, criminal activity, accident, loss or damage will be prevented.
4. Assignment Instructions and Operational Changes
   4.1 The parties shall cooperate in preparing and maintaining appropriate Assignment Instructions for each Site where such instructions are required.
   4.2 The Client shall ensure that the Company is provided with accurate and complete information reasonably required to prepare and perform the Assignment Instructions.
   4.3 Instructions affecting the scope, staffing, patrol frequency, access arrangements, emergency response or other material elements of the Services must be given to the Company's management or other authorised contact and not solely to individual Security Personnel.
   4.4 Material changes to the Assignment Instructions require written agreement. The Company may make temporary operational adjustments without prior written agreement where reasonably required for safety, emergency response, legal compliance or continuity of service.
   4.5 The Client shall identify in writing any especially valuable, hazardous, sensitive or theft-attractive property requiring particular security arrangements.
5. Client Responsibilities and Information
   5.1 The Client shall provide accurate information about the Site, operating hours, authorised personnel, access arrangements, alarm systems, emergency contacts, known risks and any other matter reasonably relevant to the Services.
   5.2 The Client shall promptly notify the Company of material changes to the Site, its operations, occupancy, security risks or emergency arrangements.
   5.3 The Client shall provide such permits, passes, access credentials, parking permissions and other practical facilities as are reasonably required for performance of the Services.
   5.4 Where the Services require the safekeeping of cash, valuables or other high-risk property, the parties must expressly agree the arrangements in writing. The Company is not responsible for unrecorded or undeclared valuables.
   5.5 The Client shall not require Security Personnel to perform unlawful, unsafe or materially different duties outside the agreed scope of Services without the Company's prior agreement.
6. Security Personnel and Standards
   6.1 The Company shall use appropriately trained and, where required by law, suitably licensed Security Personnel for the Services.
   6.2 The Company shall remain responsible for the selection, deployment, supervision and management of its Security Personnel, subject to the Client's reasonable Site rules and lawful safety requirements.
   6.3 The Client may raise reasonable concerns regarding individual Security Personnel with the Company's management. The Company shall consider such concerns and determine appropriate action, including replacement where reasonably justified.
   6.4 Uniform, identification and personal protective equipment shall be provided as agreed or as reasonably required for the assignment.
   6.5 Nothing in the Contract creates an employment relationship between the Client and any Security Personnel supplied by the Company.
7. Keys, Access Devices and Client Property
   7.1 Keys, access cards, fobs, codes and other access devices required for the Services shall be provided by the Client promptly and free of charge unless otherwise agreed.
   7.2 The Company shall take reasonable care of keys and access devices placed in its custody and shall maintain appropriate control arrangements.
   7.3 The Client shall notify the Company promptly if locks, alarm codes, access systems or authorised-access arrangements change.
   7.4 The Company shall not copy keys or disclose access codes except where reasonably necessary for the Services or with the Client's authority.
   7.5 Any liability arising from loss of keys or access devices shall be subject to Clause 16.
8. Site Safety, Welfare and Working Conditions
   8.1 The Client shall, so far as reasonably practicable, provide a safe working environment at the Site and shall disclose known hazards relevant to the Services.
   8.2 The Client shall provide relevant Site risk information, emergency procedures, fire arrangements and information concerning hazardous substances, asbestos, restricted areas, machinery, traffic movements or other material risks.
   8.3 Where Security Personnel are stationed at a Site, the Client shall provide reasonable access to suitable welfare facilities, including toilet and rest facilities, and reasonable arrangements for shelter, heating, lighting and drinking water where appropriate.
   8.4 The Company remains responsible for its own statutory health and safety duties, training, supervision and risk assessment relating to its employees and operations.
   8.5 The Company may suspend or modify any duty that presents an immediate and material risk to health or safety until suitable controls are in place.
9. Service Performance, Incidents and Complaints
   9.1 The Client shall notify the Company as soon as reasonably practicable of any material service deficiency, incident or complaint so that the matter can be investigated and, where appropriate, remedied.
   9.2 Where a service deficiency is capable of remedy, the Company shall be given a reasonable opportunity to investigate and rectify it.
   9.3 The Company may prepare incident reports, patrol records, occurrence logs, electronic checkpoint records or other service records as applicable to the assignment.
   9.4 Any estimated response time is indicative only unless expressly guaranteed in writing. Attendance may be affected by traffic, distance, weather, police restrictions, emergencies and other matters outside the Company's reasonable control.
   9.5 Police, emergency-service or other third-party attendance remains subject to the policies, priorities and availability of the relevant third party.
10. Subcontracting and Third-Party Security Providers
    10.1 The Company may use suitably competent and appropriately licensed subcontractors or other security providers to perform part of the Services where reasonably necessary.
    10.2 The Company shall remain responsible to the Client for Services performed by its subcontractors to the same extent as if those Services had been performed by the Company itself, subject to these Terms.
    10.3 The Client shall not directly instruct a subcontractor engaged by the Company to vary the Services without the Company's agreement.
11. Recruitment and Non-Solicitation of Personnel
    11.1 During the Contract and for six months after the relevant Security Personnel last materially provided Services to the Client, the Client shall not, without the Company's prior written consent, directly solicit or engage that person for substantially similar security, guarding or concierge duties outside an applicable TUPE transfer.
    11.2 This restriction does not apply where the individual responds independently to a general recruitment campaign not targeted at the Company's personnel.
    11.3 If the Client engages Security Personnel in breach of this clause, the Client shall pay a reasonable recruitment fee representing the Company's demonstrable recruitment, screening, training, mobilisation and replacement costs, subject to any greater or different fee expressly agreed in the quotation or Contract.
    11.4 This clause does not prevent or restrict any transfer of employment required by law, including any transfer under TUPE.
12. TUPE and Employment Transfers
    12.1 The parties acknowledge that the Transfer of Undertakings (Protection of Employment) Regulations 2006, as amended, may apply to the commencement, transfer, retender or termination of outsourced security services depending on the circumstances.
    12.2 Neither party warrants that TUPE will or will not apply merely by reason of a statement in the Contract. The parties shall cooperate reasonably in determining and managing any potential transfer.
    12.3 Where the Client or an outgoing contractor holds employee information reasonably required for a potential transfer to the Company, the Client shall use reasonable endeavours to procure timely provision of that information, subject to applicable law.
    12.4 Where TUPE applies on commencement of the Services, responsibility for employment liabilities arising before and after the transfer shall be allocated in accordance with applicable law and any specific written indemnities agreed between the parties.
    12.5 Where TUPE may apply on expiry or termination of the Contract, the Company shall provide employee liability information and reasonable cooperation to the extent required by law and reasonably necessary to facilitate an orderly transfer.
    12.6 Any material redundancy, pension, harmonisation or other employment-transfer costs not reasonably contemplated when the Contract was priced may be the subject of a written commercial adjustment where permitted by law and agreed between the parties.
13. Charges and Price Adjustments
    13.1 The Client shall pay the Charges stated in the quotation, order confirmation or other agreed pricing schedule.
    13.2 All Charges are exclusive of VAT unless expressly stated otherwise.
    13.3 The Company may adjust Charges on reasonable written notice to reflect material increases in the cost of providing the Services arising from changes in National Minimum Wage or National Living Wage, employer National Insurance contributions, statutory pension contributions, statutory holiday or employment costs, SIA licensing or regulatory costs, or other mandatory employment-related costs.
    13.4 Where a general annual price review is stated in the quotation or Contract, Charges may also be adjusted at that review date in accordance with the agreed mechanism.
    13.5 Additional duties, additional staffing, overtime, public-holiday cover, emergency cover, changes in Assignment Instructions or material increases in Site requirements may be charged separately where agreed or reasonably requested by the Client.
    13.6 Where the Client requests material changes to the Services, the Company may revise the Charges before implementing those changes.
14. Payment and Late Payment
    14.1 Unless otherwise agreed in writing, invoices are payable within 30 days of the invoice date.
    14.2 Time for payment is of the essence.
    14.3 If a sum remains unpaid after its due date, the Company may claim statutory interest, fixed compensation and reasonable recovery costs to the extent available under the Late Payment of Commercial Debts (Interest) Act 1998.
    14.4 The Company may suspend Services for material non-payment after giving reasonable notice, except where immediate suspension would create an unacceptable safety or legal risk, in which case the Company may take such transitional steps as are reasonably necessary.
    14.5 The Client shall not withhold undisputed sums because another amount is disputed. Any genuine invoice dispute shall be notified promptly with reasonable particulars.
15. Insurance
    15.1 The Company shall maintain appropriate insurance for its business and Services, including Employers' Liability insurance as required by law and Public Liability insurance at levels determined by the Company from time to time having regard to its activities and contractual commitments.
    15.2 Where the quotation or Contract specifies particular insurance limits for an assignment, the Company shall maintain those limits for the relevant period, subject to the availability of cover on commercially reasonable terms.
    15.3 The Client may request reasonable evidence of the Company's relevant insurance.
    15.4 The existence or level of insurance does not, by itself, increase or determine the Company's contractual liability to the Client.
16. Liability
    16.1 Nothing in these Terms excludes or limits liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability which cannot lawfully be excluded or limited.
    16.2 The Client acknowledges that security services reduce and manage risk but cannot eliminate risk or guarantee the prevention of loss.
    16.3 Subject to Clause 16.1, the Company shall not be liable for loss of profit, loss of revenue, loss of anticipated savings, loss of business or opportunity, business interruption, loss of goodwill, or indirect or consequential loss.
    16.4 The Company shall not be liable to the extent that loss results from inaccurate or incomplete information supplied by the Client, failure by the Client to follow agreed security recommendations or Assignment Instructions, unsafe or defective Site conditions, acts or omissions of third parties outside the Company's reasonable control, failure of utilities or communications not controlled by the Company, or circumstances outside the Company's reasonable control.
    16.5 Subject to Clauses 16.1-16.4, the Company's total aggregate liability arising out of or in connection with the relevant Contract shall not exceed the liability limit expressly stated in the quotation or Contract. If no specific liability limit is stated, the aggregate liability shall not exceed the total Charges paid or payable under the relevant Contract during the 12 months immediately preceding the event giving rise to the claim.
    16.6 Nothing in this clause limits the Client's obligation to pay Charges properly due.
    16.7 The Client shall maintain appropriate insurance for its property, business interruption, theft and other risks associated with the Site. The Services are not a substitute for such insurance.
    16.8 The Client shall notify the Company in writing of any claim as soon as reasonably practicable after becoming aware of the circumstances giving rise to it and shall provide sufficient information to permit reasonable investigation.
17. Data Protection and Confidentiality
    17.1 Each party shall comply with applicable data protection legislation, including the UK GDPR and Data Protection Act 2018, in relation to personal data processed in connection with the Contract.
    17.2 The parties acknowledge that their respective status as controller, joint controller or processor depends upon the purposes for which personal data is processed and the degree of control each party exercises over that processing.
    17.3 Where the Company processes personal data solely on the Client's behalf as processor, the Company shall process that data only on documented instructions from the Client except where otherwise required by law, maintain appropriate confidentiality and security measures, and comply with applicable processor obligations.
    17.4 Where the Company appoints another processor to carry out processing on behalf of the Client, it shall do so only in accordance with applicable data protection law and any required Client authorisation, and shall ensure that an appropriate written agreement is in place.
    17.5 The Company may process relevant information as controller where necessary for its own employment, security, operational, regulatory, insurance or legal purposes.
    17.6 Each party shall keep confidential information received from the other party confidential and shall use it only for purposes connected with the Contract, except where disclosure is required by law, regulation, an insurer, professional adviser or competent authority.
    17.7 Security reports, Assignment Instructions, patrol plans, risk information, keys, alarm codes and access credentials shall be treated as security-sensitive information and disclosed only where reasonably necessary.
18. Term, Suspension and Termination
    18.1 The Contract shall commence on the date stated in the quotation or order confirmation and shall continue for the initial term stated there.
    18.2 If no fixed term is stated, the Contract shall continue until terminated by either party on not less than one month's written notice, unless a different notice period is stated in the Contract.
    18.3 Where the Contract provides for an initial fixed term followed by continuation, it shall continue thereafter on the basis stated in the quotation or, if none is stated, on a rolling monthly basis terminable on one month's written notice.
    18.4 The Company may suspend or terminate the Contract on reasonable notice where the Client commits a material breach and fails to remedy it within a reasonable period after notice.
    18.5 The Company may terminate immediately where the Client becomes insolvent, enters administration or liquidation, ceases or threatens to cease trading, requires the Company to act unlawfully, creates a serious safety risk, or persistently prevents performance of the Services.
    18.6 If the Company reasonably believes the Client's ability to pay has materially deteriorated, the Company may require advance payment, a deposit, shortened payment terms or other reasonable security as a condition of continuing the Services.
    18.7 Termination does not affect rights and liabilities accrued before termination or provisions intended to continue after termination.
19. Force Majeure, Notices and General Provisions
    19.1 Neither party shall be liable for failure or delay in performing an obligation, other than payment of money already due, where caused by circumstances beyond that party's reasonable control.
    19.2 Such circumstances may include severe weather, flood, fire, epidemic, civil emergency, industrial dispute, war, terrorism, government action, widespread utility or telecommunications failure, transport disruption or other comparable events.
    19.3 Where such an event affects the Services, the Company may make reasonable temporary operational changes to protect people, property and continuity of service.
    19.4 Notices may be sent by email to the addresses stated in the Contract or subsequently notified, or by first-class post to the relevant registered or principal business address.
    19.5 The Client may not assign or transfer the Contract without the Company's prior written consent. The Company may assign the Contract as part of a bona fide transfer or reorganisation of its business.
    19.6 No failure or delay in exercising a right amounts to a waiver of that right.
    19.7 If any provision is invalid or unenforceable, it shall be modified to the minimum extent necessary or, if that is not possible, treated as deleted, and the remainder shall continue in force.
    19.8 No person other than the parties shall have any right to enforce the Contract under the Contracts (Rights of Third Parties) Act 1999.
    19.9 The Contract constitutes the entire agreement concerning the Services and supersedes earlier discussions or representations relating to them, but nothing excludes liability for fraud or fraudulent misrepresentation.
    19.10 Any variation to the Contract must be agreed in writing by an authorised representative of the Company.
20. Governing Law and Jurisdiction
    20.1 The Contract and any dispute or claim arising out of or in connection with it shall be governed by the laws of England and Wales.
    20.2 The courts of England and Wales shall have exclusive jurisdiction to determine any dispute or claim arising out of or in connection with the Contract.

SABRE GUARDING LIMITED
Manned Guarding Terms and Conditions of Security Services
Company Number: 04558569
Registered Office: Barnston House, Beacon Lane, Heswall, Wirral, CH60 0EE
Telephone: 0151 200 1999
Email: enquiries@sabreguarding.co.uk
Website: www.sabreguarding.co.uk

These Terms and Conditions apply to the hire, deployment, operation and, where applicable, remote monitoring of CCTV Towers supplied by Sabre Guarding Limited. They should be read together with the Company's quotation, order confirmation or other written agreement relating to the relevant deployment.

1. Definitions and Interpretation
   1.1 Definitions
   "Company", "we", "us" or "our" means Sabre Guarding Limited.
   "Client", "you" or "your" means the company, organisation, partnership or other business contracting with the Company for the provision of the Equipment and/or Services.
   "CCTV Tower" means the rapid deployment CCTV tower supplied by the Company and includes cameras, detection equipment, batteries, solar equipment, communications equipment, fuel cells and other components supplied with or forming part of it.
   "Equipment" means the CCTV Tower and any other equipment, accessories or materials supplied by the Company in connection with the Hire.
   "Services" means any installation, remote monitoring, alarm handling, response coordination, maintenance, servicing, relocation, collection or other service provided by the Company in connection with the Equipment.
   "Site" means the location at which the Equipment is installed or the Services are provided.
   "Hire" means the hire of the Equipment and, where applicable, the provision of associated Services.
   "Hire Period" means the period during which the Equipment is on hire in accordance with these Terms and the relevant quotation or order.
   "Charges" means the hire charges, installation charges, monitoring charges, collection charges and any other charges agreed or properly incurred under the Contract.
   "Contract" means the agreement between the Company and the Client comprising the Company's accepted quotation or order confirmation, these Terms and any additional written terms expressly agreed by the Company.
   "Business Day" means a day other than Saturday, Sunday or a public holiday in England.
   1.2 References to writing include email.
   1.3 These Terms are intended for business-to-business transactions. The Client confirms that it is entering into the Contract wholly or mainly for purposes relating to its trade, business or profession.
2. Contract Formation and Orders
   2.1 All quotations issued by the Company are subject to these Terms unless expressly stated otherwise.
   2.2 A Contract is formed when the Company accepts an order from the Client, commences installation or deployment of the Equipment, or otherwise confirms acceptance of the Client's instructions.
   2.3 Orders may be accepted in writing, by email or, where agreed by the Company, verbally. Where an order is given verbally, the Company's written record of the order shall be evidence of the instructions received unless shown to be incorrect.
   2.4 Any purchase order or other document issued by the Client is accepted solely for administrative purposes. Terms contained within a Client's purchase order shall not override or amend these Terms unless expressly accepted in writing by an authorised representative of the Company.
   2.5 Any additions, replacements or extensions to the Equipment or Services shall also be subject to these Terms.
   2.6 The Client is responsible for ensuring that information supplied to the Company concerning the Site, its security requirements, operating hours, authorised personnel and other relevant matters is complete and accurate.
3. Hire Period and Off-Hire
   3.1 Unless otherwise agreed in writing, the Hire Period commences when installation or deployment of the Equipment at the Site begins.
   3.2 Where a minimum Hire Period is specified in the quotation or order, the Client shall remain liable for the Charges relating to that minimum period notwithstanding any request for earlier termination.
   3.3 The Client may request termination of the Hire by giving written off-hire instructions to the Company at the email address specified by the Company for that purpose.
   3.4 The Company may issue a termination or off-hire reference number confirming receipt of the instruction. The Client should retain that reference.
   3.5 Unless otherwise agreed, Hire Charges continue until the later of:
   a. expiry of any minimum Hire Period;
   b. the agreed off-hire date; and
   c. the date upon which the Equipment is made fully and safely available for collection by the Company.
   3.6 Where the Client has made the Equipment fully available for collection on an agreed off-hire date and the Company thereafter unreasonably delays collection, additional Hire Charges shall not accrue solely because of that delay.
   3.7 The Client shall continue to exercise proper care and custody of the Equipment until it is physically recovered by the Company.
   3.8 Termination or expiry of the Hire does not affect any rights or liabilities accrued before termination.
4. Charges and Payment
   4.1 The Client shall pay the Charges specified in the quotation, order confirmation or otherwise agreed with the Company.
   4.2 All quoted prices are exclusive of VAT unless expressly stated otherwise. VAT will be charged at the applicable rate.
   4.3 Unless otherwise agreed in writing, invoices shall be payable within the payment period stated on the invoice and in any event no later than 30 days from the invoice date.
   4.4 Time for payment is of the essence.
   4.5 If a sum remains unpaid after its due date, the Company reserves the right to:
   a. suspend any or all Services;
   b. require immediate payment of other invoices that have become due;
   c. recover the Equipment in accordance with these Terms; and
   d. claim statutory interest, fixed compensation and reasonable debt recovery costs to the extent available under the Late Payment of Commercial Debts (Interest) Act 1998.
   4.6 The Company may charge reasonable additional costs where its personnel or contractors are prevented from carrying out delivery, installation, servicing, relocation or collection because the Site is inaccessible, unsafe or not ready at the agreed time.
   4.7 Any additional services, relocations, call-outs or equipment requested by the Client may be charged separately at the Company's applicable rates.
5. Delivery, Installation and Collection
   5.1 The Company shall determine the appropriate method of delivery, installation and positioning of the Equipment having regard to the Site and the security requirements communicated by the Client.
   5.2 The Client shall provide safe and unobstructed access to the Site for delivery, installation, inspection, maintenance, relocation and collection.
   5.3 The Client shall disclose to the Company, before installation, all material Site hazards or restrictions of which it is aware, including underground or overhead services, unstable ground, restricted access, hazardous substances and other relevant risks.
   5.4 Where reasonably practicable, the Company may record the condition, position and identification of the Equipment at installation and collection, including by photograph.
   5.5 The Client shall promptly notify the Company of any apparent shortage or material damage to the Equipment identified following installation.
   5.6 Only the Company or a person authorised by the Company may dismantle, reposition, relocate or remove the Equipment.
6. Site and Client Responsibilities
   6.1 The Client warrants that it owns, occupies or has sufficient authority to use the Site and to authorise installation and operation of the Equipment there.
   6.2 The Client is responsible for obtaining any permissions, licences, landlord consents or other approvals required for deployment at the Site unless the Company has expressly agreed otherwise.
   6.3 The Client shall:
   a. provide accurate information concerning the areas and assets requiring protection;
   b. maintain reasonable Site conditions necessary for effective operation of the Equipment;
   c. keep the Equipment reasonably accessible for inspection and maintenance;
   d. notify the Company promptly of material changes to the Site;
   e. take reasonable measures to prevent obstruction, damage, tampering or interference with the Equipment;
   f. comply with reasonable operational instructions provided by the Company; and
   g. ensure that its employees, contractors, agents and visitors do not interfere with the Equipment.
   6.4 The Client must not obscure cameras, detection equipment, solar panels or communications equipment.
   6.5 The Client must not attach equipment or signage to the CCTV Tower without the Company's prior written consent.
   6.6 The Client shall promptly notify the Company if it becomes aware that the Equipment has been damaged, moved, tampered with, disconnected or is otherwise not operating as expected.
7. Operation and Detection Area
   7.1 CCTV Towers are intended to provide remotely deployable visual surveillance and detection within an agreed or configured area.
   7.2 Unless otherwise confirmed following a Site assessment or deployment configuration, the standard PIR detection range should be treated as approximately 30 metres from the relevant detection equipment.
   7.3 The precise effective detection area may be affected by the position and configuration of the CCTV Tower, Site layout, obstructions, environmental conditions and other operational factors.
   7.4 Objects or persons outside the configured detection area may be visible on camera without necessarily activating the detection system.
   7.5 The Client is responsible for ensuring, following consultation with the Company where appropriate, that assets requiring monitored protection are located within the agreed or configured area of coverage.
   7.6 The Client acknowledges that CCTV surveillance is a security risk-management measure and cannot guarantee that trespass, theft, vandalism, criminal activity, accident or other loss will be prevented.
   7.7 An activation is an indication generated by the system requiring assessment. It is not by itself confirmation that a criminal or other security incident has occurred.
8. Power, Solar Supply and Communications
   8.1 Depending upon the specification ordered, CCTV Towers may operate using solar generation, battery storage, fuel cell, generator, mains electricity or a combination of power sources.
   8.2 Solar and Battery Operation
   Where the Equipment relies wholly or partly upon solar generation and battery storage, available power may be affected by environmental conditions including prolonged periods of insufficient solar generation. The Company will use reasonable endeavours to maintain effective operation but does not warrant uninterrupted power availability where environmental conditions materially affect generation or storage capacity.
   8.3 Client-Supplied Power
   Where the Equipment is connected to electricity or a generator supplied or controlled by the Client, the Client is responsible for maintaining a safe, suitable and continuous power supply. The Company shall not be responsible for interruption resulting from failure, disconnection or exhaustion of a Client-controlled power source.
   8.4 Fuel Cells
   Where a fuel cell is supplied and the Company has agreed to replenish it, the Company will use reasonable endeavours to do so when required. Where the Client has agreed to replace fuel cartridges itself, replacement must be undertaken only by a competent and authorised person in accordance with the Company's instructions.
   8.5 Mobile Communications
   Remote operation and monitoring may depend upon third-party mobile telecommunications and data networks. The Company does not own or control those networks and cannot guarantee uninterrupted telecommunications coverage or availability.
   8.6 The Client shall inform the Company of any known material communications limitations at the Site.
   8.7 Where a data allowance applies to a CCTV Tower, any allowance and charges for excessive or Client-generated data usage shall be stated in the quotation or notified to the Client.
9. Monitoring, Activations and Response
   9.1 Where remote monitoring is included in the Contract, activations generated by the CCTV Tower will be handled in accordance with the monitoring service agreed with the Client.
   9.2 The Company will use reasonable care and skill in providing monitoring Services.
   9.3 Monitoring and detection do not constitute a guarantee:
   a. that every person, vehicle or event at the Site will be detected;
   b. that every activation represents a genuine security incident;
   c. that an incident will be prevented;
   d. that stolen or damaged property will be recovered; or
   e. that a police, security or other third-party response will attend within any particular period.
   9.4 Where the Company provides an estimated or average response time, that indication is for operational guidance only and is not a guaranteed attendance time.
   9.5 Any police, emergency service or other third-party response remains subject to the policies, priorities, availability and decisions of that third party.
   9.6 The Client shall provide and keep current details of appropriate keyholders, escalation contacts, operating hours and authorised Site activity.
   9.7 The Company shall not be responsible for unnecessary activations or failure to identify an incident to the extent caused by inaccurate Site information, undisclosed Site activity, obstruction, excessive vegetation, lighting or other conditions within the Client's reasonable control.
10. Site Conditions, Lighting and Vegetation
    10.1 The effectiveness of CCTV images and detection may be affected by Site conditions.
    10.2 Strong lighting, floodlights or other light sources directed towards cameras may reduce image quality or interfere with effective surveillance.
    10.3 The Client shall, so far as reasonably practicable, position or control Site lighting so that it does not materially interfere with the Equipment.
    10.4 Vegetation, sheeting, flags, loose materials, moving machinery or other objects affected by wind or weather may cause unnecessary activations or obstruct surveillance.
    10.5 The Client shall take reasonable steps to keep relevant sight lines and detection areas free from excessive vegetation, stored materials and other avoidable obstructions.
    10.6 The Company should be informed promptly of material changes to the Site layout or environment that could affect coverage or detection.
11. Risk, Ownership, Loss and Insurance
    11.1 Ownership and title to all hired Equipment remains with the Company at all times.
    11.2 The Client obtains no right, title or interest in the Equipment other than the contractual right to use it in accordance with these Terms.
    11.3 Risk in the Equipment passes to the Client when the Equipment has been delivered to or installed at the Site and remains with the Client until the Equipment has been recovered into the Company's possession or control.
    11.4 The Client is responsible for the safe custody and reasonable protection of the Equipment whilst it is at the Site.
    11.5 The Client shall maintain appropriate insurance covering the Equipment against theft, malicious damage, accidental damage and other reasonably insurable risks throughout the period for which risk remains with the Client.
    11.6 The Client shall, upon reasonable request, provide evidence of appropriate insurance.
    11.7 The Client must not sell, assign, pledge, charge, mortgage, sublet, lend, dispose of or otherwise deal with the Equipment or allow any lien or encumbrance to arise over it.
    11.8 The Client shall notify the Company immediately if Equipment is lost, stolen or materially damaged and shall promptly report suspected theft or criminal damage to the police where appropriate.
    11.9 Where loss or damage occurs while risk is with the Client, the Client shall be responsible, subject to the circumstances of the loss and these Terms, for the reasonable cost of repair or replacement together with reasonable associated recovery, transport and recommissioning costs, less any amount actually recovered by the Company under an applicable insurance policy in respect of the same loss.
12. CCTV Images, Privacy and Data Protection
    12.1 Each party shall comply with applicable data protection legislation, including the UK GDPR and Data Protection Act 2018, in relation to personal data processed in connection with the Contract.
    12.2 The parties acknowledge that their respective status as controller, joint controller or processor depends upon the purposes for which personal data is processed and the degree of control each party exercises over that processing.
    12.3 Unless otherwise agreed, the Client is responsible for determining whether CCTV surveillance at the Site is necessary and lawful and for ensuring that appropriate notices or signage are displayed where required.
    12.4 Where the Company processes CCTV images or other personal data solely on the Client's behalf as processor, the Company shall:
    a. process such data only on documented instructions from the Client, except where otherwise required by law;
    b. ensure persons authorised to process the data are subject to appropriate confidentiality obligations;
    c. take appropriate technical and organisational measures to protect the data;
    d. where the Company appoints another processor to carry out processing on behalf of the Client, do so only in accordance with applicable data protection law and any required authorisation from the Client, and ensure that a written agreement is in place requiring that processor to provide an equivalent level of protection for the personal data as is required of the Company under this clause;
    e. provide reasonable assistance to the Client concerning data subject rights, data breaches and other applicable compliance obligations;
    f. delete or return personal data following termination when required and where legally and technically practicable; and
    g. provide information reasonably necessary to demonstrate compliance with its processor obligations.
    12.5 For the avoidance of doubt, an organisation appointed independently by the Client does not become a sub-processor of the Company merely because it receives, accesses or otherwise processes information relating to the CCTV system.
    12.6 The Company may process relevant information as controller where necessary for its own legitimate business, security, regulatory or legal purposes.
    12.7 Recordings shall be retained for the period applicable to the service provided and thereafter deleted or overwritten unless continued retention is reasonably required for an incident, investigation, legal obligation or agreed purpose.
    12.8 The Client shall not require the Company to process personal data unlawfully.
13. Maintenance, Breakdown and Access
    13.1 The Company will take reasonable steps to ensure that Equipment is operational when deployed.
    13.2 The Client must report suspected faults promptly.
    13.3 Following notification of a material fault, the Company will use reasonable endeavours to investigate and, where appropriate, repair, replace or otherwise restore the Equipment or affected Service within a reasonable period having regard to the location, nature of the fault, availability of parts and Site access.
    13.4 The Client shall provide the Company and its authorised personnel with reasonable access to inspect, test, maintain, repair, replace, relocate or recover the Equipment.
    13.5 The Company may temporarily suspend or isolate Equipment where reasonably necessary for safety, maintenance, repair or regulatory reasons.
    13.6 The Company shall not be responsible for a failure or delay in maintenance caused by the Client's failure to provide safe access.
14. Liability
    14.1 Nothing in these Terms excludes or limits liability for:
    a. death or personal injury caused by negligence;
    b. fraud or fraudulent misrepresentation; or
    c. any other liability which cannot lawfully be excluded or limited.
    14.2 The Client acknowledges that CCTV Towers and monitoring Services are intended to reduce and manage security risk but cannot eliminate that risk.
    14.3 Subject to clause 14.1, the Company shall not be liable for:
    a. loss of profit;
    b. loss of revenue;
    c. loss of anticipated savings;
    d. loss of business or opportunity;
    e. business interruption;
    f. loss of goodwill; or
    g. indirect or consequential loss, whether arising in contract, tort, negligence or otherwise.
    14.4 The Company shall not be liable to the extent that loss results from:
    a. failure by the Client to comply with these Terms or reasonable operating instructions;
    b. inaccurate or incomplete information supplied by the Client;
    c. interference with or unauthorised movement of the Equipment;
    d. failure of a power supply for which the Client is responsible;
    e. Site conditions within the Client's reasonable control;
    f. failure or interruption of third-party communications networks;
    g. failure by a third-party response provider or emergency service to attend; or
    h. circumstances outside the Company's reasonable control.
    14.5 Subject to clauses 14.1-14.4, the Company's total aggregate liability arising out of or in connection with the relevant Contract shall not exceed £1,000, unless a different limit of liability is expressly agreed in writing between the Company and the Client and stated in the relevant quotation, order confirmation or other contractual document.
    14.6 Nothing in this clause limits the Client's obligation to pay Charges properly due or amounts payable for loss of or damage to the Company's Equipment.
    14.7 The Client should maintain appropriate insurance for the property, assets, business interruption and other risks associated with the Site. The CCTV Tower and Services are not a substitute for such insurance.
    14.8 The Client shall notify the Company in writing of any claim as soon as reasonably practicable after becoming aware of the circumstances giving rise to it and shall provide sufficient information to permit reasonable investigation.
15. Default, Suspension and Termination
    15.1 The Company may suspend the Services and/or terminate the Contract where:
    a. any material payment remains overdue following reasonable notice;
    b. the Client materially breaches these Terms and, where the breach is capable of remedy, fails to remedy it within a reasonable period following notice;
    c. the Equipment is being used unlawfully or in a manner likely to cause damage or danger;
    d. the Site becomes unsafe or inaccessible;
    e. the Client becomes insolvent, enters administration or liquidation, has a receiver appointed, ceases or threatens to cease trading, or is unable to pay its debts as they fall due; or
    f. the Company's ownership of the Equipment is threatened.
    15.2 Where termination occurs, the Client shall immediately make the Equipment safely available for collection.
    15.3 The Client grants the Company and its authorised representatives reasonable access, during reasonable hours and subject to applicable law and Site safety requirements, to recover the Equipment following termination or expiry.
    15.4 The Client shall procure any permission reasonably necessary to enable such access.
    15.5 The Company may recover reasonable additional costs incurred because the Client fails to provide agreed access for recovery.
    15.6 Termination does not affect the Company's right to recover unpaid Charges, damage costs or other amounts properly due.
16. Force Majeure
    16.1 Neither party shall be liable for failure or delay in performing an obligation, other than an obligation to pay money already due, where the failure or delay results from circumstances beyond that party's reasonable control.
    16.2 Such circumstances may include severe weather, flood, fire, epidemic, civil emergency, industrial dispute, war, terrorism, acts of government, widespread utility failure, telecommunications failure, transport disruption or other comparable events outside reasonable control.
    16.3 The affected party shall use reasonable endeavours to minimise the effect of the event and resume performance when reasonably practicable.
    16.4 Where delivery, servicing or collection is temporarily prevented by such circumstances, it may be postponed until reasonably practicable.
17. Notices and General Provisions
    17.1 Notices under the Contract may be sent by email to the addresses stated in the quotation, order or subsequently notified by either party, or by first-class post to the relevant registered or principal business address.
    17.2 An email shall be treated as received on the Business Day on which it is transmitted, provided no delivery failure notification is received, or on the next Business Day if sent outside normal business hours.
    17.3 A notice sent by first-class post shall be treated as received two Business Days after posting.
    17.4 The Client may not assign, transfer or subcontract its rights or obligations under the Contract without the Company's prior written consent.
    17.5 The Company may use suitably competent employees, agents and subcontractors to perform the Services and may assign the Contract as part of a bona fide transfer or reorganisation of its business.
    17.6 No failure or delay by either party in exercising a right shall amount to a waiver of that right.
    17.7 If any provision of these Terms is found to be invalid or unenforceable, it shall be modified to the minimum extent necessary or, if that is not possible, treated as deleted. The remaining provisions shall continue in full force and effect.
    17.8 No person other than the parties to the Contract shall have any right to enforce its terms under the Contracts (Rights of Third Parties) Act 1999.
    17.9 The Contract constitutes the entire agreement concerning the relevant Hire and supersedes earlier discussions or representations relating to it, but nothing excludes liability for fraud or fraudulent misrepresentation.
    17.10 Any variation to the Contract must be agreed in writing by an authorised representative of the Company.
18. Governing Law and Jurisdiction
    18.1 The Contract and any dispute or claim arising out of or in connection with it shall be governed by the laws of England and Wales.
    18.2 The courts of England and Wales shall have exclusive jurisdiction to determine any dispute or claim arising out of or in connection with the Contract.

SABRE GUARDING LIMITED
CCTV Tower Terms and Conditions of Hire and Monitoring Services
Company Number: 04558569
Registered Office: Barnston House, Beacon Lane, Heswall, Wirral, CH60 0EE
Telephone: 0151 200 1999
Email: enquiries@sabreguarding.co.uk
Website: www.sabreguarding.co.uk