Halo Property Services/Halo Guardians Terms and Conditions

NOW IT IS AGREED AS FOLLOWS

1. DEFINITIONS

In this agreement the following expressions have the meanings given in this clause:

1.1 ‘Agreement’ means the agreement between the Provider and the Premises Owner to provide the Services on the terms set out in this document and the Offer Letter.

1.2 ‘Commencement Date’ means the date on which the Offer Letter is signed by the Premises Owner and Provider or such other date as provided by the Offer Letter.

1.3  ‘Premises Owner’ means the leasehold or freehold owner of the Premises with whom the Provider has entered into the Agreement.

1.4  ‘Guardian’ or ‘Guardians’ refers to individuals selected by the Provider to occupy the Premises in accordance with the terms of the Licence.

1.5  ‘Initial Management Fee’ means the one-off fee of [£ 00.00 ] payable on the Commencement Date and payable in addition to the Monthly Fee.

1.6  ‘Interest’ means 4% above the base rate of The Bank of England.

1.7  ‘Licence’ means a non-exclusive, temporary licence to occupy all or part of the Premises. Such licences do not confer on the Guardian a right to exclusive possession of the Premises or any part of it. The Licence shall expire on or before Termination.

1.8  ‘Minimum Contract Period’ means in relation to the Services, [3] months from the Commencement Date, or such other period as set out in the Offer Letter.

1.9  ‘Monthly Fee’ means the management fee of £00.00 or such other sum as set out in the Offer Letter, payable by the Premises Owner to the Provider in consideration of Services.

1.10 ‘Premises’ means the premises which are the subject of this Agreement as set out in the Offer Letter.

1.11 ‘Services’ means the provision of security services to the Premises Owner through the selection and siting of Guardians at the Premises.

1.12. ‘Provider’ means Halo Property Services Ltd, who is the provider of the Services.

1.13  ‘Short Term Duration Fee’ means the fee payable if the Agreement is terminated before taxation of the Minimum Contract Period.

1.14 ‘Termination’ means the ending of the Agreement.

1.15 ‘Temporary Facilities’ means the facilities at the Premises, that are specified in Offer Letter and which shall be designated for licensed occupation by Guardians. If no facilitie are so specified than Temporary Facilities shall be taken to mean facilities as are considered necessary by the Provider to give effect to this Agreement.

2. GENERAL INTERPRETATION

2.1 If the Premises Owner is more than one person, the obligations of each person are

joint and several.

2.2 The clause headings and the table of contents do not form part of this Agreement and must not

be taken into account in its construction or interpretation.

3. THE AUTHORISATION AND TERM

3.1 The Premises Owner appoints the Provider as the sole and exclusive provider of the Services subject to the terms and conditions of this Agreement.

3.2 The Provider shall provide the Services from the Commencement Date.

3.3 The Services shall continue to be supplied for the Minimum Contract Period and, after that,shall continue to be supplied unless this Agreement is terminated in accordance with clause 10.1.

3.4 The Premises Owner authorises the Provider to grant a License to the Guardian(s) for the purpose of providing the Services.

3.5 The Premises Owner authorises the Provider, and any of its agents, to access the Premises and undertake any activities at the Premises that are necessary for the provision of the Services.

3.6 Nothing in this Agreement is intended to, or shall be deemed to:

3.6.1 establish any partnership or joint venture between any of the parties, constitute any party the agent of another party, or authorise any party to make or enter into any commitments for or on behalf of any other party; or

3.6.2 create an employment relationship; or

3.6.3 create a landlord and tenancy relationship.

4. FACILITIES

4.1 The Premises Owner authorises the Provider to install the Temporary Facilities which shall, at all times, be and remain the exclusive property of the Provider.

4.2 The Provider shall install the Temporary Facilities using reasonable skill and care.

4.3 Subject to clause 6, the Provider shall be responsible for the maintenance of the Temporary Facilities.

4.4 The Provider is responsible for the removal of Temporary Facilities. Any damage to the Premises caused by the removal of the Temporary Facilities shall be rectified by the Provider.

4.5 Any of the Premises Owner’s facilities or installations that are removed in the installation of the Temporary Facilities for the Guardians shall be retained by the Provider so that the same may be reinstated within [7] days of Termination.

5. REMUNERATION

5.1 In consideration for the provision of the Services the Premises Owner shall pay the Initia Management Fee and the Monthly Fee [to a bank account nominated in writing by the Provider] exclusive of VAT which shall be added to the Provider’s invoices at the appropriate rate.

5.2 The Monthly Fee is subject to an increase equivalent to the annual percentage increase in the Consumer Price Index (or any equivalent index used by HM Government in place thereof) upon each annual anniversary of the date of this Agreement

5.3 The Monthly Fee is due in advance and upon the first day of each calendar month.

5.4 In the event that the Commencement Date is not on the first day of a calendar month, then the first payment of Monthly Fee shall be on a pro-rata basis, covering the period from the

Commercial Date until the last day of the current calendar month whereupon the first full Monthly Fee shall become due.

5.5 In the event of non-payment of either the Initial Management Fee or any Monthly Fee, Interest shall accrue on the balance outstanding on a daily basis from the due date until actual payment of the overdue amount.

5.6 In case of non-payment of any Monthly Fee, the Provider may terminate this Agreement with [7] days notice.

5.7 Subject to clause 11.2, in the event of Termination by the Premises Owner prior to the expiry of the Minimum Contract Period, then the Short-Term Duration Fee of £[ N/A ] shall be payable forthwith on Termination.

5.8 The Premises Owner acknowledges that the Provider may be paid a fee by any Guardian under the terms of a Licence but that the Premises Owner has no rights or claim whatsoever against or in respect of any such fees received by the Provider.

6. MAINTENANCE AND UTILITIES

6.1 The Premises Owner shall co-operate with the Provider in all matters relating to the Services and shall be responsible (at its own cost) for preparing and maintaining the Premises for the supply of the Services, including:

6.1.1 the maintenance of the electrical systems, fire alarm, emergency lighting, heating systems and water supply at the Premises; and

6.1.2 identifying, monitoring, removing and disposing of any hazardous materials from the Premises before and during the supply of the Services; and

6.1.3 informing the Provider of all health and safety rules and regulations and any other reasonable requests that apply at the Premises; and

6.1.4 ensuring that all facilities at the Premises required in connection with the provision of the Services are in good working order and suitable for the purposes for which they are used in relation to the Services; and

6.1.5 informing the Provider of all of the Premises Owners actions under clause 6.1.1 to 6.1.4.

6.2 If any defect in the electrical systems, heating systems and water supply at or to the Premises arises then the Premises Owner shall remedy such defect within 3 days of the Provider serving a notice specifying such defect upon the Premises Owner.

6.3 The Premises Owner will rectify any defect in repair, maintenance, decoration, cleansing or condition of the Premises within 7 days of the Provider serving a notice specifying such defect upon the Premises Owner.

6.3.1 The Premises Owner is responsible for the payment of electricity, heating and water charges. Halo Property Services Ltd will reimburse or pay for the Gas/Water/Electricity bills (when agreed in the contract letter) if the invoice is received by Halo Property Services Ltd within 30 days of the utility company billing date. The portion of the charges for the Gas/Water/Electricity used will be reimbursed or paid directly.

6.3.2 Halo Property Services Ltd will pay any agreed reimbursements/repayments (when agreed in the contract letter) if the invoice is received from the client by Halo Property Services Ltd within 30 days of the invoice request letter being sent to the Premises Owner.

6.4.3 The Premises Owner shall be liable to pay to the Provider, on demand, all reasonable costs, charges or losses sustained or incurred by the Supplier that arise directly or indirectly from the Premises Owner failure to perform or delay in the performance of any of its obligations under this Agreement, including those obligations detailed in clause 6.1, subject to the Provider confirming such costs, charges and losses to the Premises Owner in writing.

7. INSURANCE

7.1 The Premises Owner shall procure and keep in full force and full effect a policy, or policies, of fire and buildings insurance. Such policies are to include in their cover the provision of the Services.

7.2 The Premises Owner shall make the insurer aware of the Agreement and provide any information required by the insurer to enable the Premises Owner to comply with its obligations under the relevant policies.

7.3 The Provider shall not be liable for any damage, defect or loss, latent or visible, occasioned by proper use of the Premises pursuant to the terms of this Agreement or generally.

7.4 The Premises Owner shall ensure that the Provider and any Guardian shall be entitled to the benefit of such insurance.

7.5 The Provider shall not be required to take out insurance relating to the Premises.

7.6 The Premises Owner shall indemnify the Provider against any damage or loss sustained by the Provider, any Guardian or third party as a result of the failure of the Premises Owner to adequately insure the Premises.

7.7 The Premises Owner shall make copies of the policies available to the Provider within 7 days of the Provider requesting those copies.

8. SELECTION OF GUARDIANS

8.1 The Provider shall assess the suitability of candidates and shall use reasonable endeavours to recruit Guardians who are of the requisite character and financial standing to occupy the Premises

8.2 Guardians shall occupy the Premises by virtue of a Licence made in writing.

8.3 [The provider shall use reasonable endeavours to observe all health and safety rules any regulations and any other reasonable [security] requests that apply at the Premises and have been [communicated in writing]/[set out in the Offer Letter], provided that it shall not be liable under this Agreement if, as a result of such observation, it is in breach of the any of its obligations under this Agreement.

9. SUPERVISION OF GUARDIANS AND PREMISES

9.1 The Provider shall arrange for regular inspections at the Premises.

9.2 Any damage identified at the Premises will be reported to the Premises Owner as soon as is reasonably practicable.

9.3 Any trespass at the Premises will be reported to the Premises Owner as soon as is reasonably practicable.

9.4 The Provider shall use reasonable endeavours to enforce the obligations contained within the Licence.

9.5 Where reasonable, the Provider shall commence and take all reasonable steps to pursue, at the Provider’s expense, appropriate legal proceedings against any Guardian failing to vacate the Premises and/or any trespasser in the Premises and the Provider may require the Premises Owner to be a party to any such proceedings.

9.6 The Provider shall not undertake work, other than the installation and maintenance of the

Temporary Facilities, without written agreement from the Premises Owner.

10. TERMINATION

10.1 Either party may terminate the Agreement, following the expiry of the Minimum Contract Period, by providing 35 days prior written notice to the other party.

10.2 If, during the Agreement, any of the following occurs, then the Premises Owner may without prejudice to the rights and remedies of either party, give notice to the Provider to immediately terminate the Agreement, without incurring any liability in respect of the Short-Term Duration Fee, on:

10.2.1 the making of an order or the passing of a resolution to wind-up the Provider; or

10.2.2 the appointment of a provisional liquidator of the Provider;. or

10.2.3 the Provider being, or being likely to become, unable to pay its debts within the meaning of section 123 of the Insolvency Act 1986 as amended by the Enterprise Act 2002; or

10.2.4 the calling of a meeting of the Provider’s creditors or any of them under Part I of the 1986 Act or the proposal of any voluntary liquidation agreement pursuant to section 1 of the 1986 Act; or

10.2.5 an order being made for the appointment of an administrator to manage the affairs, business and assets of the Provider or documents are filed with a court of competent jurisdiction for the appointment of an administrator of the provider or notice of intention to appoint an administrator being given by the Provider or its directors or a by a qualifying floating charge holder (as defined in paragraph 14 of Schedule B1 to the 1986 Act); or

10.2.6 the appointment of any receiver (including an administrative receiver) of the Provider or any of its assets; or

10.2.7 the Provider being struck off the Register of Companies or being dissolved or ceasing for any reason to retain its corporate existence; or

10.2.8 the Provider otherwise ceasing for any reason to remain liable under its covenants contained in this agreement.

10.3 At the end of the Termination Period the Provider shall cease to provide the Service and shall, subject to sub-clause 10.5, within a period of [ 4 ] days return the Premises to the Premises Owner empty and unoccupied and deliver all keys to the Premises in its possession to the Premises Owner.

10.4 On Termination and until such time as the Temporary Facilities are removed from the Premises in accordance with clause 10.3, the Premises Owner shall keep, maintain and insure the Temporary Facilities, in good condition and shall not dispose of or use the Temporary Facilities other than in accordance with the Provider’s written instructions or authorisations.

10.5 The Provider shall not be liable if, after Termination, a Guardian or trespasser continues to occupy any part of the Premises provided that the Provider has taken reasonable steps to discharge its obligations under this Agreement.

10.6 If, during the Agreement, any of the following occurs, then the Provider may without prejudice to the rights and remedies of either party, give notice to the Premises Owner to immediately terminate the Agreement, without incurring any liability in respect of the Short-Term Duration Fee, on:

10.6.1 the financial viability of the contract be deemed by the provider to be no longer acceptable.

11. LIABILITY

11.1 Nothing in this Agreement limits or excludes the Provider’s liability for death or personal injury caused by its negligence or for fraud or fraudulent misrepresentation.

11.2 The terms implied by sections 3 to 5 of the Supply of Goods and Services Act 1982 are, to the fullest extent permitted by law, excluded from this Agreement.

11.3 Subject to clause 11.1, the Provider shall not be liable to the Premises Owner, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with this Agreement for loss howsoever caused, including by the Guardian, including:

(a) loss of profits;

(b) loss of sales or business;

(c) loss of agreements or contracts;

(d) loss of anticipated savings;

(e) loss or damage to goodwill;

(f) any indirect or consequential loss.

11.4 Subject to clause 11.1 and clause 11.3, the Provider’s total liability to the Premises Owner, whether in contract, tort (including negligence), for breach of statutory duty, or otherwise, arising under or in connection with this Agreement shall be limited in respect of all claims in any consecutive 12 month period, to the equivalent of the total charges paid by the Premise Owner in that period.

11.5 Any liability of the Provider shall be reduced proportionately to the extent that the negligence of the Premises Owner, the Premises Owner’s employees or the Premises Owner’s agents may have directly contributed to such loss or damage.

11.6 Without prejudice to the generality of condition 11.3 the Premises Owner will indemnify the Provider against any loss or damage or injury whatsoever as a result of the acts or omissions of a Guardian who has been introduced to the Provider by the Premises Owner.

12. THIRD PARTIES

No person not a party to this Agreement shall have any right under the Contract (Rights of Third Parties)

Act 1999 to enforce any of its terms.

13. GOVERNING LAW

This Agreement is governed by English law including its formation and interpretation and shall be

deemed to have been made in England. The parties submit to the jurisdiction of the Courts of England.

14. ENTIRE AGREEMENT

This Agreement forms the entire agreement and understanding of the parties. The Agreement

supersedes any previous agreement between the parties relating to the provision of guardian security

services.

15. NOTICES

All notices given by either party pursuant to the provisions of this Agreement must be in writing and

are to be sufficiently served if delivered by hand or sent by registered post or recorded delivery, to the

other party at the address set out in the Offer Letter.