Terms and Conditions

TRIO – MASTER CORPORATE TERMS AND CONDITIONS 

Solutions by Trio Ltd trading as Trio (“the Company”)

These Terms apply to all contracts for the supply of goods and/or services by the Company.

By accepting a quotation, issuing a purchase order, or allowing works to commence, the Buyer agrees to be bound by these Terms.

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1. DEFINITIONS AND INTERPRETATION

1.1 Definitions

Agreement – The contract incorporating the Quotation and these Terms.

Buyer – The person or entity purchasing Goods or Services.

Business Day – A day other than Saturday, Sunday or public holiday in England.

Certificate – Any compliance certificate, report, drawing, O&M manual or documentation issued by the Company.

Commencement Date – The earlier of written acceptance or commencement of works.

Company – Solutions by Trio Ltd trading as Trio.

Completion – Substantial completion of the Services.

Contract Value – Total price payable excluding VAT.

Deliverables – Designs, drawings, reports, programming and documentation.

Equipment – Fire, suppression, alarm, security, CCTV, access control or associated systems.

Force Majeure Event – Event beyond the Company’s control.

Goods – Materials and equipment supplied.

Intellectual Property Rights – All proprietary rights whether registered or not.

Maintenance Agreement – Ongoing service contract between the parties.

Premises – The site where works are performed.

Quotation – Written proposal issued by the Company.

Responsible Person – As defined in the Regulatory Reform (Fire Safety) Order 2005.

Services – Installation, commissioning, inspection, maintenance, testing and advisory works.

VAT – Value Added Tax.

1.2 Interpretation

Headings are for convenience only.

References to legislation include amendments.

Singular includes plural.

“Including” means without limitation.

Writing includes email.

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2. PRECEDENCE AND OVERRIDE

2.1 These Terms supersede and replace all previous versions.

2.2 They apply to the exclusion of any Buyer terms unless signed by a Director.

2.3 No employee or agent has authority to vary these Terms orally.

2.4 Order of precedence:

1. Company Quotation

2. Signed Contract

3. These Terms

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3. FORMATION, AUTHORITY AND CREDIT

3.1 The Buyer’s purchase order or written instruction constitutes an offer to contract strictly on these Terms.

3.2 A binding Agreement is formed only when the Company:

• Issues written acknowledgement; or

• Commences performance of the Services;

whichever occurs first.

3.3 Any terms proposed by the Buyer at any time are expressly excluded unless agreed in writing and signed by a Director of the Company.

3.4 Quotations do not constitute offers and may be withdrawn or revised at any time prior to acceptance. Unless otherwise stated, quotations remain valid for 30 days.

3.5 No employee, agent or representative of the Company has authority to vary these Terms or make representations unless confirmed in writing by a Director.

3.6 The Buyer may not assign or transfer the Agreement without the Company’s prior written consent.

3.7 All orders are subject to the Buyer’s creditworthiness. The Company may:

• Request financial information;

• Set credit limits;

• Require advance payment;

• Suspend delivery or works;

without this constituting breach.

3.8 If the Buyer fails to meet agreed payment terms or credit conditions, the Company may withdraw credit facilities immediately.

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4. QUOTATIONS AND SITE ASSUMPTIONS

4.1 Unless expressly stated otherwise, quoted prices are based upon:

• Normal working hours (Monday–Friday 08:30–17:00 excluding public holidays);

• Unrestricted access to all work areas;

• Continuous working without interruption;

• Electrical supply provided at no cost to the Company;

• No site induction requirements unless disclosed prior to quotation;

• No making good, redecorating or reinstatement works;

• No abnormal electrical interference, earth loops or supply irregularities.

4.2 Works by other trades, statutory fees, authority charges and specialist access equipment are excluded unless specifically included.

4.3 Access plant and machinery supplied by or on behalf of the Company shall remain for the sole use of the Company’s operatives and shall not be used by the Buyer or any third party.

4.4 Variations must be confirmed in writing and acknowledged by a Director. Oral instructions shall not vary the Agreement.

4.5 The Company shall be entitled to charge for:

• Additional works;

• Re-visits;

• Delays caused by the Buyer;

• Site unpreparedness;

• Additional inductions;

• Electrical interference remediation.

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5. DELIVERY

5.1 Delivery dates are estimates only and time shall not be of the essence unless expressly agreed in writing.

5.2 The Company shall not be liable for delays caused by matters outside its reasonable control.

5.3 No claim for discrepancy, damage or short delivery shall be accepted unless:

• Notified within 3 days of delivery; or

• In the case of non-delivery, within 14 days of dispatch.

Failure to notify within these periods constitutes acceptance.

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6. PRICE ADJUSTMENTS

The Company reserves the right to increase the Contract Value to reflect:

• Increases in labour or material costs;

• Specification changes;

• Suspension or delay not caused by the Company;

• Work outside normal hours;

• Errors or omissions not attributable to the Company;

• Additions or alterations to site conditions after quotation.

Any such increase shall be deemed part of the Contract Value and payable accordingly.

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7. PROPERTY AND RISK

7.1 Title remains with the Company until full payment.

7.2 Risk passes on delivery.

7.3 For installations, title passes upon Completion.

7.4 Where installation cannot complete for reasons beyond the Company’s control, the Company may certify partial completion and issue a pro-rata invoice payable immediately.

7.5 The Company may recover unpaid goods.

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8. PAYMENT TERMS

8.1 A valid purchase order is required.

8.2 A 50% deposit is required unless otherwise agreed in writing. Where significant material costs apply, the Company reserves the right to require payment in advance as specified in the Quotation.

8.3 All invoices are payable within 20 days.

8.4 Invoices not disputed within 5 days are deemed accepted.

8.5 Progress and interim invoices may be issued.

8.6 Documentation and Certificates are issued only upon full payment.

8.7 The payment terms set out in this Agreement shall apply notwithstanding any contrary terms contained in any purchase order or other document issued by the Buyer.

8.8 The Buyer shall not be entitled to withhold, set off or make any deduction from any sums due to the Company unless agreed in writing by a Director of the Company.

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9. DEFAULT IN PAYMENT

9.1 Interest shall accrue on overdue sums at 8% above the Bank of England base rate pursuant to the Late Payment of Commercial Debts (Interest) Act 1998.

9.2 The Company may, without liability:

• Suspend works;

• Withhold Certificates;

• Remove unpaid goods;

• Terminate the Agreement.

9.3 Suspension shall not relieve the Buyer of its obligations and additional costs incurred shall be chargeable.

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10. WARRANTY

10.1 The Company warrants that all equipment, materials and workmanship supplied shall be free from defects for a period of 12 months from the date of the final invoice unless otherwise stated in writing.

10.2 Where a defect is confirmed to arise solely from faulty materials supplied by the Company or from the Company’s workmanship, remedial works including labour and replacement parts shall be carried out at no cost to the Buyer during the warranty period.

10.3 Labour charges shall apply where investigation confirms that the issue arises from factors outside the Company’s control, including but not limited to:

• Power supply issues

• Electrical interference

• Environmental conditions

• Misuse or neglect

• Third-party interference

• Manufacturer warranties that are limited to parts only

10.4 The warranty provided is conditional upon:

• The Equipment being used in accordance with manufacturer guidance;

• The Equipment being maintained in accordance with applicable standards by a competent service provider;

• No unauthorised modifications being made.

10.5 The warranty does not apply where:

• Equipment has been subjected to abnormal electrical supply variations including lightning or electromagnetic interference;

• Equipment has been exposed to temperature extremes outside manufacturer specification;

• Equipment has been damaged intentionally or accidentally;

• The system (or part thereof) is to a third-party design or specification not recommended by the Company;

• The system has been interfered with by any third party.

10.6 The remedies expressly set out in this clause shall constitute the Buyer’s sole and exclusive remedies in respect of any defect in the Goods or Services, and the Company shall have no further liability in respect thereof.

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11. REGULATORY REFORM (FIRE SAFETY) ORDER

11.1 The Buyer remains the Responsible Person.

11.2 The Company assumes no Responsible Person duties unless agreed in writing.

11.3 The Company is not liable for:

• Failure to implement recommendations

• Ongoing management

• Areas not accessed

• Subsequent changes

• Deterioration after attendance

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12. DATA PROTECTION

12.1 Buyer is Data Controller; Company is Processor.

12.2 Company will:

• Process only on instructions

• Maintain security measures

• Notify breaches

• Ensure confidentiality

12.3 Buyer warrants lawful authority to share data.

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13. LIMITATION OF LIABILITY, CONDUCT AND DAMAGE

13.1 Nothing in these Terms shall exclude or limit the Company’s liability for:

• death or personal injury caused by its negligence;

• fraud or fraudulent misrepresentation;

• any liability which cannot lawfully be excluded.

13.2 The Company shall exercise reasonable skill and care in the design, supply, installation, commissioning and maintenance of systems in accordance with applicable standards and agreed specifications.

13.3 The Buyer acknowledges that fire and security systems are risk-reduction measures only and cannot guarantee prevention of fire, theft, injury, loss or damage due to factors beyond the Company’s control including maintenance, environment, human response and third-party interference.

13.4 The Company accepts no responsibility for any drawing, design or specification not prepared by the Company.

13.5 The Company shall not be liable for wear, tear, loss, damage or additional works arising where any system or apparatus is operated prior to formal handover or Completion.

13.6 Prices are exclusive of making good any holes, redecorating, reinstatement or other works by third trades unless expressly included in writing.

13.7 The Company shall not be liable for any indirect, consequential or economic loss including loss of profit, loss of business, loss of revenue, loss of anticipated savings or loss of goodwill.

13.8 The Company’s total aggregate liability arising out of or in connection with the Agreement shall not exceed the greater of:

• £5,000,000 (being the level of the Company’s Public Liability insurance for property damage caused by negligence); or

• 125% of the Contract Value.

13.9 The Buyer shall notify the Company in writing of any claim within 60 days of becoming aware, or reasonably ought to have become aware, of the circumstances giving rise to the claim, failing which the Company shall have no liability.

13.10 If any claim is made against the Company by any Fire Authority, enforcing authority or third party in respect of a false alarm, the Buyer shall indemnify the Company unless the Company accepts responsibility for the cause of that false alarm.

13.11 Nothing in these Terms affects statutory rights of a consumer.

13.12 The Company maintains Public Liability insurance at commercially reasonable levels and shall provide evidence upon reasonable written request.

13.13  Where requested, the Company may, subject to availability and additional cost, arrange enhanced insurance-backed cover in respect of certain risks. Details and premiums can be provided upon written request. Any such cover shall be subject to the terms, conditions and limitations of the relevant insurer.

13.14 The Buyer acknowledges that the Contract Value reflects the allocation of risk and limitation of liability set out in this Agreement.

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14. FALSE ALARMS

14.1 The Buyer acknowledges that false alarms may arise due to user error, environmental factors, third party interference, maintenance failures or other matters beyond the Company’s control.

14.2 Unless directly caused by the Company’s proven negligence, the Buyer shall indemnify and hold the Company harmless against any fines, charges, penalties, call-out costs or other claims imposed by any Fire Authority, enforcing authority or third party arising from false alarms.________________________________________

15. ACCESS TO SITE

15.1 The site must be fully prepared for uninterrupted working.

15.2 The Buyer shall provide access, unloading, storage and protection at its expense.

15.3 Additional costs due to site unpreparedness are chargeable.

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16. COMPLETION

16.1 The Company shall use reasonable endeavours to complete within a reasonable time.

16.2 Delays beyond its control do not give rise to liability.

16.3 Return visits due to third-party delays are chargeable.

16.4 Drawings, keys, codes and manuals are provided upon full payment. Replacement items are chargeable.

16.5 No liquidated damages, penalties or contra-charges shall be deducted unless expressly agreed in writing by a Director of the Company.

16.6 The Buyer shall inspect the Goods and Services upon delivery or Completion. Unless written notice of any defect, damage or non-conformity reasonably discoverable upon inspection is provided within 7 days of delivery or Completion, the Goods and Services shall be deemed accepted, without prejudice to any valid warranty claim under Clause 10.

16.7 Time shall not be of the essence unless expressly agreed in writing.

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17. FORCE MAJEURE

The Company may vary, suspend or cancel the Agreement without liability where performance is prevented by Force Majeure.

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18. TERMINATION

18.1 Termination for Breach

Either party may terminate the Agreement by giving written notice if the other party commits a material breach and fails to remedy that breach within 14 days of receiving written notice requiring it to do so.

18.2 Termination for Insolvency or Non-Payment

The Company may terminate the Agreement immediately upon written notice if the Buyer:

• Fails to make payment when due;

• Becomes insolvent;

• Enters liquidation, administration or bankruptcy;

• Has a receiver or administrator appointed.

18.3 Termination of Maintenance Agreements and Ongoing Service Contracts

Unless otherwise agreed in writing:

a) Maintenance Agreements shall run for an initial minimum term of 12 months from the Commencement Date.

b) Maintenance Agreements shall automatically renew for successive 12-month periods unless terminated in accordance with this clause.

c) Either party may terminate a Maintenance Agreement or ongoing service contract by giving not less than 30 days’ written notice.

d) Where termination occurs during the initial 12-month term, the Buyer shall remain liable for the balance of the agreed annual charges for that initial term.

e) In all cases of termination, the Buyer shall pay:

• All charges accrued up to the termination date;

• The cost of any materials ordered, committed or allocated;

• Any reasonable demobilisation or administrative costs.

f) All outstanding sums shall become immediately due upon termination.

18.4 Effect of Termination

Termination shall not affect any rights, remedies or liabilities accrued prior to the date of termination.

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19. INTELLECTUAL PROPERTY

19.1 All Intellectual Property Rights in any Deliverables, designs, drawings, specifications, reports, programming, documentation or other materials produced by the Company shall remain vested in the Company unless expressly agreed otherwise in writing.

19.2 Title to and ownership of Deliverables shall not transfer to the Buyer until full payment of all sums due under the Agreement has been received.

19.3 Upon receipt of full payment, the Buyer is granted a non-exclusive, non-transferable licence to use the Deliverables solely for the purpose of operating, maintaining and servicing the installed Equipment at the Premises.

19.4 The Buyer shall not reproduce, modify, distribute, disclose or use the Deliverables for any other project, tender or installation without the Company’s prior written consent.

20. Subscription Services, Renewal, Suspension & Price Review

1. Subscription Services

Where the Company provides recurring services including (but not limited to) monitoring, maintenance agreements, ARC connections, hosted or cloud-based systems, software licences, or remote connectivity (“Subscription Services”), such services shall be provided for the initial term stated in the Agreement (“Initial Term”).

2. Renewal

Unless otherwise stated in the Agreement, Subscription Services shall automatically renew for successive 12-month periods following expiry of the Initial Term, subject to either party providing not less than 90 days’ written notice prior to the renewal date.

3. Charges and Invoicing

Subscription charges shall be invoiced annually in advance unless otherwise agreed in writing. All invoices shall be payable in accordance with the agreed payment terms.

4. Non-Payment and Suspension

Where any undisputed invoice relating to Subscription Services remains unpaid after the due date, the Company may, upon giving not less than 7 days’ written notice, suspend the affected Subscription Services until payment is received in full.

• Suspension shall be limited to the services to which the unpaid invoice relates.

• The Buyer’s obligation to pay all outstanding charges shall continue during any period of suspension.

• The Company shall not be responsible for any losses, regulatory non-compliance, insurance implications, system performance issues, or failures arising from suspension due to non-payment.

• Reasonable costs incurred in suspending and reinstating services may be charged to the Buyer.

The Buyer acknowledges that suspension of monitoring or remote services may result in the system no longer meeting insurance, compliance, or third-party requirements.

5. Price Review and Indexation

Subscription charges may be reviewed annually on renewal. Any increase shall not exceed the greater of:

• The percentage increase in the UK Consumer Price Index (CPI) over the preceding 12 months; or

• 3% per annum.

Where Subscription Services rely on third-party costs outside the Company’s control (including ARC fees, telecommunications charges, manufacturer hosting fees, or regulatory charges), the Company reserves the right to pass through such increases at cost, upon reasonable written notice.

6. Termination

The Company may terminate Subscription Services by written notice where:

• Payment remains outstanding 30 days after suspension;

• The Buyer commits a material breach and fails to remedy it within a reasonable period after notice; or

• Continued provision of the Subscription Services would cause the Company to breach legal, regulatory, accreditation, or insurer obligations.

Termination shall be without prejudice to any sums accrued and payable up to the termination date.

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21. GOVERNING LAW

This Agreement is governed by English Law.

Jurisdiction lies with the courts of England and Wales.

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