Last updated 18.05.22
These terms and conditions confirm the basis upon which Ley Line Technology Limited (“Ley_Line”) is to be engaged for the provision of specialist services and/or the supply and installation of equipment.
The contract between the parties will consist solely of the following documents and the order of precedence shall be:
i) these terms and conditions;
ii) the Quotation produced in accordance with these terms and conditions;
iii) any drawings, schedules and like documents produced by Ley_Line in accordance with these terms and conditions;
iv) any other documents expressly referred to in the above documents.
1(i) Preliminary meeting
Ley_Line will take a brief from the Client or its appointed representatives (“Client”) for the purposes of producing a budget proposal (“Ley_Line”) which will outline the design and/or installation work to be carried out and/or equipment and/or materials to be supplied by Ley_Line (“Works”) and give an estimate of the likely cost. Where the works are limited to design only, Ley_Line will provide a design fee proposal (“Design Fee Proposal”) which will describe the scope of the design work and the fee for such work. In the event Ley_Line are then selected to undertake the supply and installation work, the design fee shall be deemed to be included within the total cost of the Works.
ii) The Quotation
Following confirmation from or on behalf of the Client orally or in writing (and if orally, then confirmed in writing) that the Client wishes to proceed on the basis of the Budget Proposal, Ley_Line will provide a quotation (“Quotation”) giving the price for the Works (“Price”). The Price will be adjusted to reflect new and improved technologies, changing specifications and any Client instructed changes. In preparing the Quotation, Ley_Line may produce documentation including one or more of the following: positional and/or schematic drawings, a wiring schedule, a costing sheet and a payment terms schedule (“Payment Terms Schedule”).
iii) Acceptance of the Quotation
A Quotation remains valid for 30 days from submission, following which, the Quotation will expire unless extended in writing by Ley_Line. Any subsequent instruction or request by the Client or on behalf of the Client to commence the Works will constitute acceptance of the Quotation, including for the avoidance of doubt, the Price, and the Payment Terms Schedule.
iv) The Payment Terms Schedule
The schedule sets out the payments to Ley_Line and the dates when those payments will become due. The Payment Terms Schedule is developed from the site programme and / or previous examples shown during quoting stage and allows for the purchase of equipment in good time to meet such programme. If payment is not made in accordance with the Payment Terms Schedule, then equipment purchases may not proceed, and the Works may need to be rescheduled. Ley_Line will have no liability whatsoever for any project delay caused by late or incomplete payment by the Client. Payments within the Payment Terms Schedule will be updated over the course of the project to reflect any adjustments referred to in paragraph ii (Quotation) or any other change beyond the reasonable control of Ley_Line.
2. Payment
The Price is payable in instalments on the dates set out in the Payment Terms Schedule. All sums payable under and/or pursuant to this contract are due within 7 days of the date of any request for payment made in accordance with the Payment Terms Schedule (“Due Date”). The final date for payment of any such request for payment is 7 days after the Due Date. If the Client intends to withhold any amount due, they shall not later than 3 days before the final date for payment give a notice to Ley_Line specifying the amount to be withheld, the ground or grounds for withholding it and the amount attributable to each ground. Subject to this, the Client shall make the payment due in full and without deduction (whether by way of set‐off, counterclaim, discount, abatement or otherwise). Interest on late payments will be charged in accordance with the Late Payment of Commercial Debts (Interest) Act 1998. Further, without prejudice to any other rights and remedies available to it, where a notified sum under this contract is not paid by the final date for payment and no withholding notice has been issued, Ley_Line may suspend performance of any and all obligations under this contract until such time as all outstanding payments are received in full (together with any interest payable thereon). class=GramE>In the event that the Client wishes to delay payment of a stage payment for any reason (such as project delay) then 3 months advance notice in writing is required. If the Client adds equipment and/or goods or services greater than 5% of the total Price, Ley_Line reserve the right to add an additional stage payment to cover the extra work.
3. Attendances
Not covered by the Quotation. From time-to-time Ley_Line’s attendance at site or elsewhere may be required for the provision of additional services, over and above those described in the Quotation. Where such services are not included in the Quotation, all time spent engaged in these or similar matters will be charged additionally at the applicable Ley_Line hourly rate, the amount of which will be notified in the Payment Terms Schedule (“Ley_Line Hourly Rate”). All sums referred to in or pursuant to this contract, including the sums set out in the Quotation and the Ley_Line Hourly Rate are exclusive of VAT.
4(i) Changes by the Client
After acceptance of the Quotation, in the event that after acceptance of the Quotation changes to the Works are instructed orally or in writing (and if orally, then confirmed in writing) by or on behalf of the Client, any costs reasonably and properly arising from such instruction will be charged to the Client as follows: a) where reasonably practicable, on the basis of an agreed lump sum price; b) alternatively, based on a fair and reasonable sum for the additional work carried out, materials supplied and time spent, which in the absence of agreement to the contrary will be calculated using the Ley_Line Hourly Rate (PM, Design, programming or installation labour rate as required) plus the cost for any additional materials and/or equipment supplied.
ii) Substitution of Equipment and Materials by Ley_Line (or the Client). Ley_Line’s wish to provide the Client with the best and most appropriate equipment available within the Price. We therefore reserve the right, for whatever reason, and at whatever stage of the project, to substitute any equipment and/or materials specified in the Quotation or elsewhere with equipment and/or materials of an equivalent or superior quality. The Client may also make substitutions of the equipment specified in the Quotation with equipment of equivalent or superior quality, subject to the prior agreement of Ley_Line, such agreement not to be unreasonably withheld.
iii) Material Price fluctuation. If during the project, there are manufacture price rises, Ley_Line reserve the right to pass this cost increases on to the client. Equally should manufacture costs be reduced these savings will be passed onto the client by Ley_Line. Any changes in VAT applicable will be captured and reflected accordingly.
5. Copyright
The Client shall have a licence to use the drawings, manuals and other information prepared by Ley_Line and the designs contained in them (“Copyright Material”), except for proprietary software or other similar products, for purposes relating to the project on the site or part of the site to which the Works relate. Such purposes shall include operation, maintenance, repair, and reinstatement but shall not include reproduction of the Copyright Material, or disclosure of it to third parties, without our prior written consent. Ley_Line shall not be liable to the Client or any other party if the Copyright Material is modified or used for any purpose other than for which it was prepared, or if it is used for any unauthorised purpose. Programming charges allow for the use of Ley_Line’ program/s on a specific site; however, the macros and graphics produced by our software developers remain the intellectual property of Ley_Line. The un‐complied code which comprises the program specific to the project will be held securely by Ley_Line. The Client is entitled to hold a copy of this un‐complied code themselves if required. This un‐complied code shall only be used in connection with the project for which it was written and produced. We shall require a signed non-disclosure agreement from any third party the Client might employ at a later stage to carry out works on the project or the site. This excludes any “applications” used in the creation of the program that are device specific.
6. Delivery and Installation of Equipment
Confirmation of delivery dates will be subject to: a) acceptance in writing of the Quotation; b) any sums due for payment being paid in accordance with Clause 2 above; c) receipt of any technical approvals from the Client or its representative. Ley_Line reserve the right to request payment for equipment which has been ordered but which cannot be delivered at the agreed date for delivery for reasons beyond the control of Ley_Line.
7. Delivery Date(s)
Delivery dates represent Ley_Line’ best estimate of the achievable date for delivery and whilst Ley_Line will use all reasonable endeavours to meet such dates, no liability is accepted by Ley_Line if any date is not met, for whatever reason, unless otherwise agreed in writing and/or except in so far as Ley_Line have failed to use such reasonable endeavours. Due to the nature of the equipment being installed and the significant potential for damage with third party couriers Ley_Line deliver the majority of items to site in our own dedicated delivery vehicle. This is a premium service that guarantees the condition and time of delivery. This service is charged at Ley_Line’ scheduled rates.
8. Insurance
In circumstances where the Client wishes to delay delivery to site beyond the original delivery date or delivery to site is delayed for any other reason which is not the responsibility of Ley_Line will arrange storage and insurance for the equipment at the Client’s expense. Otherwise, any equipment will remain at Ley_Line’ risk up to the date of delivery to site. From and including the date upon which delivery to site takes place, maintenance of insurance cover will be the responsibility of the Client. If the Client requires additional insurances such as an advanced payment guarantee, then Ley_Line would pass these additional costs on to the Client together with an administration charge of 5%.
9. Ownership of equipment and materials supplied.
Title in all equipment and/or materials and/or documentation supplied shall remain with Ley_Line until payment in full for any such equipment, materials and/or documentation is received. Ley_Line hereby reserve the right to re‐enter the site and remove and/or disable (by off or on‐site means) all equipment in respect of which payment in full is not received in accordance with Clause 2 above.
10. After Sales Service.
The Price may include on site aftersales service and support as described in the After Sales Service Statement section of the Quotation. The terms of the aftercare service are covered by separate terms and conditions. Copies are available on request.
11. Guarantee of Equipment Supplied.
The equipment guarantee reflects the manufacturer’s guarantee and shall be or no greater duration. Unless specifically stated otherwise, it is a return to base guarantee that excludes all labour, unless the project is covered by a current Ley_Line Service Cover Agreement. Any guarantee will be revoked automatically in circumstances where:
i) The equipment is damaged, modified or interfered with by any person other than a representative of Ley_Line; and/or
ii) The equipment is subjected to excessive dust during building works or excessive temperature once installed on site; and/or
iii) Without the prior written consent of Ley_Line, the equipment is worked upon and/or repaired by anyone other than a representative of Ley_Line, or a person under the supervision of a representative of Ley_Line.
12. Third Party Rights.
No third-party rights are conferred or are intended to be conferred by any provision of this contract.
13. Disputes
Ley_Line and the Client will attempt to resolve any dispute amicably. All disputes arising under this contract shall be governed by English law and will be subject to the jurisdiction of the English courts. Either party shall be entitled at any time to refer any dispute to adjudication by an adjudicator nominated by the Chairman for the time being of the Technology and Construction Solicitors’ Association (TeCSA”). Any adjudication shall be conducted in accordance with the edition then current of the TeCSA Adjudication Rules.
14. Overseas Installations (including Scotland, Wales and Ireland).
For overseas installations within short‐haul range, our employees will travel on Easy Jet or similar economical carrier depending on availability of flights and will stay at reasonable local accommodation. Subsistence will be charged at the agreed rates (listed in our Schedule of Rates). Long‐haul flights will be British Airways Business Class, or similar. These charges will be confirmed to the Client regularly and an administration fee of 5% will be added. We cannot provide a fixed cost for this element and these costs will vary according to flight availability, the time of year, the notice given by the Client or its representative for attendance on site and all the normal variances that occur. The Quotation will not include any costs for shipping, export or import duties, local handling charges or local storage charges or local VAT. For the safety of our personnel, Ley_Line reserves the right to cancel any overseas site visits if the Foreign and Commonwealth Office suggests the region to be under social unrest or dangerous to British nationals.
15. Schedule of Works
Ley_Line may issue a document (“Schedule of Works”) describing the scope of the Works and the works we would expect the other trades on the project to complete. This document should be included in any package sent out to tender by the Client.
16. Design and Project Management
We charge a design fee (listed in our schedule of rates) to cover the design and project management work we carry out, provision of drawings and schematics, builder’s works details, site liaison with other contractors and members of the design team, attending site and Client meetings. This fee covers the described services for the period up until the initial agreed completion date as recorded in the Payment Terms Schedule. If the project is materially delayed or disrupted for more than 3 months beyond the agreed completion date by any cause beyond the reasonable control of Ley_Line, we reserve the right on notice to the Client to charge for our continued involvement at a proportional rate to the original Price.
17. Cable
All Prices exclude any provision or installation of first fix cabling. The “Ley_Line Cable Price” List is updated every 6 months and is only valid until the date shown. Use of any cabling other than that purchased from Ley_Line has to be approved in writing by Ley_Line in order to guarantee compatibility.
18. Site and Access
Before commencement of the Works, the Client shall provide Ley_Line with up to date and sufficient information concerning the site and the project to enable (where necessary for the proper performance of the Works) Ley_Line to ascertain fully and at no extra cost to Ley_Line (i) the relationship of the Works with existing structures and any phasing requirements and (ii) the Client’s business and/or safety requirements for the project. Ley_Line relies and shall be entitled to rely on any and all information relating to the project, the site and its environs provided to Ley_Line by or on behalf of the Client including as to the integrity of the site, the extent and means of communication with and restrictions on access to it. Ley_Line shall not be deemed to have knowledge of the terms of any other contract which the Client may have with any third party.
19. Termination
This contract and performance of the Works under it may be determined immediately on notice from either party if we or the Client become insolvent. If the Client commits a material breach of its obligations, we may give notice to the Client specifying the breach and requiring its remedy. If the Client fails to comply with such notice within 21 days, we may give notice to the Client immediately terminating this contract.
The amount due to Ley_Line on termination shall be calculated as the amount determined under clause 2 as completed up to the termination date (or pro rata for part of any applicable Works stage) plus (unless termination is due to Ley_Line’ insolvency) any demobilisation and other costs and/or expenses properly and necessarily incurred by Ley_Line, less any amounts previously paid to us in accordance with this contract. Determination of the contract pursuant to this clause shall be without prejudice to the accrued rights of either party, and the provisions of this contract shall continue to bind Ley_Line and the Client after termination for as long as is necessary to give effect to the parties’ rights, remedies, and obligations under it.
20. Liability
Ley_Line’s total liability to the Client whether in contract, tort, for breach of statutory duty, misrepresentation, restitution or otherwise arising in connection with the performance or anticipated performance of the Works shall be limited in the aggregate to the Price and Ley_Line shall not be liable to the Client for any pure economic loss, loss of profit or loss of business (in each case whether direct, indirect or consequential). This limitation does not apply to Ley_Line’s liability for death or personal injury caused by Ley_Lines’s negligence, or for fraud or fraudulent misrepresentation, or for any other matter in respect of which it would be illegal for Ley_Line to exclude or attempt to exclude liability.
21. CCTV & Security Systems
Ley_Line do not warrant or represent that the operation of the installed hardware will be uninterrupted or error free. Any CCTV or security system is provided to assist in the security of your / the customers property and does not thereby warrant the security of the property, the client, or the contents within or around the property. It is the customers responsibility to inform Ley_Line of any fault with the CCTV or security system at their earliest convenience. Ley_Line accepts no liability or support for 3rd party systems that are connected in any way to the hardware outlined in this or wider project quotation.
22. 3rd Party Systems
Where systems integration is covered in this quotation Ley_Line will ensure all reasonable effort is made to ensure the integration is successful. However, it is the responsibility of any 3rd party systems provider to ensure any systems specified are compatible with the proposed control system. The 3rd party systems provider must supply Ley_Line with any required integration information requested. Any delay in receiving this information may impact the delivery of the system.
23. Remote Access & Data Storage
We will store your data on our systems for contractual and on-going support reasons only. This may involve contacting you to inform you of product, service, and company updates. Should you not wish to receive these updates then you may unsubscribe at any time by contacting us. Ley_Line will use all reasonable endeavours to keep secure any sensitive or confidential information disclosed to us by the customer, the customers agents or 3rd party data systems. Other than as required for Ley_Line Integration employees and subcontractors, Ley_Line will not disclose this information to any 3rd party without the customer’s consent. Excluding data required for contractual or project delivery purposes, you may request that we remove your data from our systems at any time. The removal of this data will require us to suspend any warrantee, project, or support agreements we have in place at no penalty to Ley_Line. To carry out warrantee and support work Ley_Line will require remote access to your installed systems as well as 3rd party devices connected to your data network. Remote Systems access is enabled on all our systems as part of the installation; however, you may request this access is disabled at any time. Disabling of this access may result in increased service costs. It is the client’s responsibility to ensure their data systems are kept secure from unauthorised external and internal access. Ley_Line are not liable for any data loss.