NIGHTHAWK SECURITY - TERMS AND CONDITIONS FOR BUSINESSES

1 Interpretation
1.1 In these Conditions:
“CLIENT” means the person named on the Assignment Instructions for whom Nighthawk has agreed to provide the Service in accordance with these Terms;

“CONTRACT” means the contract for the provision of the Service;

“CLIENT INFORMATION” means any documents or other materials or other information provided by the Client relating to the Service including emergency contacts, procedures, shift patterns, access controls, equipment and radio procedures;

“ASSIGNMENT INSTRUCTIONS” means the document to which these Terms are appended;

“SERVICE” means the service to be provided by Nighthawk for the Client and identified in the Assignment Instructions;

“NIGHTHAWK” means Nighthawk Security Limited (registered in England under number 05257174) whose registered office is situated at Whingate House, Whingate, Leeds, West Yorkshire, LS12 3BP

“NIGHTHAWK’S STANDARD CHARGES” means the charges shown in Nighthawk’s brochure or other published literature relating to the Service from time to time.

1.2 The headings in these Terms are for convenience only and shall not affect their interpretation.

2 Supply of the Service
2.1 Nighthawk shall provide the Service to the Client subject to these Terms. Any changes or additions to the Service or these Terms must be agreed in Writing by Nighthawk and the Client.
2.2 The Client shall at its own expense supply Nighthawk with all necessary client information relating to the provision of Service, within sufficient time to enable Nighthawk to provide the Service in accordance with the Contract. The Client shall ensure the accuracy of all Client Information.
2.3 Nighthawk shall have no liability for any loss or damage to the Client Information, however caused.
2.4 The Service shall be provided in accordance with the Assignment Instructions and otherwise in accordance with Nighthawk’s Current website brochure or other published literature relating to the Service from time to time, subject to these Terms.
2.5 Further details about the Service, and advice or recommendations about its provision or utilisation, which are not given in Nighthawk’s brochure or other promotional literature, may be made available on Written request.
2.6 Nighthawk may correct any typographical or other errors or omissions in any brochure, promotional literature, quotation or other document relating to the provision of the Service without any liability to the Client.
2.7 Nighthawk may at any time without notifying the Client make any changes to the Service which are necessary to comply with any applicable safety or other statutory requirements, or which do not materially affect the nature or quality of the Service.

3 Charges
3.1 Subject to any special terms agreed, the Client shall pay Nighthawk’s Standard Charges and any additional sums which are agreed between Nighthawk and the Client for the provision of the Service or which, in the Nighthawk’s sole discretion, are required as a result of the Client’s instructions or lack of instructions, the inaccuracy of any Client Information or any other cause attributable to the Client.
3.2 Nighthawk shall be entitled to vary the Nighthawk Standard Charges from time to time by giving not less than one month’s Written notice to the Client.
3.3 All charges quoted to the Client for the provision of the Service are exclusive of any Value Added Tax, for which the Client shall be additionally liable at the applicable rate from time to time.
3.4 Nighthawk shall be entitled to invoice the Client following the end of each month in which the Service is provided, or at other times agreed with the Client.
3.5 Nighthawk’s Standard Charges and any additional sums payable shall be paid by the Client (together with any applicable Value Added Tax, and without any set-off or other deduction) within 30 days of the date of Nighthawk’s invoice.
3.6 If payment is not made on the due date, Nighthawk shall be entitled, without limiting any other rights it may have, to charge interest on the outstanding amount (both before and after any judgment) at the rate of 4% above the base rate from time to time of Natwest Bank Plc from the due date until the outstanding amount is paid in full.

4 Rights in Client Information
4.1 The property and any copyright or other intellectual property rights in any client information shall belong to the Client.

4.2 Any Client Information or other information provided by the Client which is so designated by the Client shall be kept confidential by Nighthawk but the foregoing shall not apply to any Documents or other materials, data or other information which are public knowledge at the time when they are so provided by either party, and shall cease to apply if at any future time they become public knowledge through no fault of the other party.
4.3 The Client warrants that any Client Information and its use by Nighthawk for the purpose of providing the Service will not infringe the copyright or other rights of any third party, and the Client shall indemnify Nighthawk against any loss, damages, costs, expenses or other claims arising from any such infringement.

5 Warranties and Liability
5.1.1 Nighthawk warrants to the Client that the Service will be provided using reasonable care and skill and, as far as reasonably possible, in accordance with the Assignment Instructions and at the intervals and within the times referred to in the Assignment Instructions. Where Nighthawk supplies in connection with the provision of the Service any goods supplied by a third party, Nighthawk does not give any warranty, guarantee or other term as to their quality, fitness for purpose or otherwise, but shall, where possible, assign to the Client the benefit of any warranty, guarantee or indemnity given by the person supplying the goods to Nighthawk.
5.2 Nighthawk shall have no liability to the Client for any loss, damage, costs, expenses or other claims for compensation arising from any Client Information or instructions supplied by the Client which are incomplete, incorrect, inaccurate, illegible, out of sequence or in the wrong form, or arising from their late arrival or non-arrival, or any other fault of the Client.
5.3 Except in respect of death or personal injury caused by the Nighthawk’s negligence, or as expressly provided in these Terms, Nighthawk shall not be liable to the Client by reason of any representation (unless fraudulent), or any implied warranty, condition or other term, or any duty at common law, or under the express terms of the Contract, for any loss of profit or any indirect, special or consequential loss, damage, costs, expenses or other claims (whether caused by the negligence of Nighthawk, its servants or agents or otherwise) which arise out of or in connection with the provision of the Service or their use by the Client, and the entire liability of Nighthawk under or in connection with the Contract shall not exceed the amount of Nighthawk’s charges for the provision of the Service, except as expressly provided in these Terms.
5.4 Nighthawk shall not be liable to the Client or be deemed to be in breach of the Contract by reason of any delay in performing, or any failure to perform, any of Nighthawk’s obligations in relation to the Service, if the delay or failure was due to any cause beyond Nighthawk’s reasonable control.
5.4.1 Neither party shall be liable for any default due to any act of God, war, strike, lockout, industrial action, fire, flood, drought, tempest, criminal activity or other event beyond the reasonable control of either party.
5.5 If a party sub-contractors any of its obligations under the principal contract to a third party such sub-contracting shall not affect any of the provisions of this agreement or the obligations of that party, who shall remain liable subject to any remedies it may have against the sub-contractor.

6 Termination
6.1 The Client shall be entitled to terminate the Contract at any time by giving not less than three months’ written notice to Nighthawk.
6.2 Either party may (without limiting any other remedy) at any time terminate the Contract by giving written notice to the other if the other commits any breach of these Terms and (if capable of remedy) fails to remedy the breach within 30 days after being required by written notice to do so, or if the other goes into liquidation, becomes bankrupt, makes a voluntary arrangement with its creditors or has a receiver or administrator appointed.

7 General
7.1 These Conditions (together with the terms, if any, set out in the Assignment Instruction) constitute the entire agreement between the parties, supersede any previous agreement or understanding and may not be varied except in writing between the parties. All other terms, express or implied by statute or otherwise, are excluded to the fullest extent permitted by law.
7.2 A notice required or permitted to be given by either party to the other under these Terms shall be in writing addressed to the other party at its registered office or principal place of business or such other address as may at the relevant time have been notified pursuant to this provision to the party giving the notice.
7.3 No failure or delay by either party in exercising any of its rights under the Contract shall be deemed to be a waiver of that right, and no waiver by either party of any breach of the Contract by the other shall be considered as a waiver of any subsequent breach of the same or any other provision.
7.4 If any provision of these Terms is held by any court or other competent authority to be invalid or unenforceable in whole or in part, the validity of the other provisions of these Terms and the remainder of the provision in question shall not be affected.
7.4.1 Any dispute arising under or in connection with these Terms or the provision of the Service shall be referred to arbitration by a single arbitrator appointed by agreement or (in default) nominated on the application of either party by the President for the time being of the Law Society however this does not bar or prevent You from pursuing a claim through the courts.
7.5 English law shall apply to the Contract, and the parties agree to submit to the non-exclusive jurisdiction of the English courts.