(1)       Synergy AV Ltd provides design, installation and maintenance services and associated goods for security, electrical and automation to clients and has reasonable skill, knowledge and experience in that field.

 

(2)       The Client wishes to engage Synergy to provide the goods and services set out in this Agreement and Synergy AV Ltd agrees to provide the goods and services set out in this Agreement to the Client, subject to the terms and conditions of this Agreement.

 

 

IT IS AGREED as follows:

 

1. Definitions and Interpretation
   • In these Terms and Conditions, unless the context otherwise requires, the following expressions have the following meanings:

 

“Business Day”	means any day other than a Saturday, Sunday or bank holiday;
“Calendar Day”   “Data Protection Legislation”	means any day of the year;   (i) unless and until the GDPR is no longer directly applicable in the UK, the GDPR and any national implementing laws, regulations and secondary legislation, as amended or updated from time to time, in the UK and then (ii) any successor legislation to the GDPR or the Data Protection Act 1998
“Deposit”     “GDPR”   “Goods”	means an advance payment made to Synergy AV Ltd under sub-Clause 4.3;     General Data Protection Regulation ((EU) 2016/679).   means the goods (or any part of them) which are provided by Synergy AV Ltd to You the Client as specified in The Proposal;
“Intellectual Property Rights”	means copyright (and related rights), designs, patents, trademarks, and all other intellectual property rights that may exist in anything that Synergy AV Ltd may create or produce as part of the Goods and Services.  This includes all such rights, whether they are registered or unregistered, and the rights to apply for renewals or extensions of those rights (where relevant);
“Month”	means a calendar month;
“Price”	means the price payable for the Goods and Services as fully detailed in The Proposal;
“Program”    “Services”    “Others”	means the overall program designed and installed by Synergy AV Ltd, incorporating the Goods and Services;   means the services which are to be provided by Synergy AV Ltd to You the Client as specified in The Proposal;   refers to any person or company not directly employed by Synergy AV Ltd

 

• Each reference in this Agreement to “writing” and any similar expression includes electronic communications whether sent by e-mail, text message, fax or other means.
• Each reference to a statute or provision of a statute is a reference to that statute or provision as amended or re-enacted at the relevant time.
• Each reference to “this Agreement” is a reference to this Agreement and each of its Schedules as amended or supplemented at the relevant time.
• Each reference to a Schedule is a reference to a schedule to this Agreement.
• The headings used in this Agreement are for convenience only and shall have no effect upon the interpretation of this Agreement.
• Each reference to the singular number shall include the plural and vice versa.
• Each reference to any gender shall include the other gender.
• References to persons shall include corporations.

2. The Contract
   • This Agreement governs the provision of Goods and Services by Synergy AV Ltd and a legally binding contract between Synergy AV Ltd and the Client will be created upon our mutual acceptance of this Agreement, indicated by Synergy AV Ltd and the Client signing this Agreement.
   • The giving of an order from The Client to Synergy AV constitutes an acceptance to this Agreement.
3. Price and Payment
   • The Price payable for the Goods and Services is detailed in The Proposal.
   • All Prices shown in this Agreement (or Proposal) exclude any applicable VAT and other tax levies which are imposed or charged by any competent authority.
   • Before we begin providing the Goods and Services, you will be required to pay a deposit on the total cost of the goods and services provided to you in accordance with the proposal.
   • Payment of the Price is due either on completion of the works. Please note that where the works taken longer than 14 days, then Synergy AV Ltd will invoice all works on a agreed schedule basis.  Invoices are due for payment upon delivery to the Client.
   • Where a system includes programming, design and graphic design, the Graphical User Interfaces (“GUIs”) and program shall remain in fully operational demonstration mode until payment is received in full.
4. Delivery of Goods
   • The Goods shall be deemed delivered at the time they are installed in accordance with the Services We will provide as set out in The Proposal.
   • We warrant that on delivery the Goods shall:
     • Conform with their description in the Proposal; and
     • be of satisfactory quality (within the meaning of the Sale of Goods Act 1979).
   • We shall, at our option, repair or replace the defective Goods, or refund the price of the defective Goods in full if:
     • You give notice in writing within a reasonable time of discovery that some or all of the Goods do not comply with the warranty set out in clause2; and
     • We are given a reasonable opportunity of examining such Goods.
   • We shall not be liable for the Goods’ failure to comply with the warranty in clause 4.2 if:
     • You make any further use of such Goods after giving a notice in accordance with clause3;
     • the defect arises because You failed to follow Synergy’s oral or written instructions as to the storage, installation, commissioning, use or maintenance of the Goods or (if there are none) good trade practice;
     • the defect arises as a result of Synergy following any drawing, design or Goods Specification supplied by You or any third party company or persons;
     • You alter or repair such Goods without the written consent of Synergy;
     • the defect arises as a result of fair wear and tear, wilful damage, negligence, or abnormal working conditions; or
     • the Goods differ from their description as a result of changes made to ensure they comply with applicable statutory or regulatory standards.
   • Except as provided in this clause 4, We shall have no liability to You in respect of the Goods’ failure to comply with the warranty set out in clause 4.2.
   • These terms shall apply to any repaired or replacement Goods supplied by Us.
5. Title and risk
   • The risk in the Goods shall pass to You on completion of delivery.
   • Title to the Goods shall not pass to You until Synergy AV Ltd receives payment in full (in cash or cleared funds) for the Goods and any other goods (including software) that Synergy AV Ltd have supplied to You in respect of which payment has become due, in which case title to the Goods shall pass at the time of payment of all such sums.
6. Providing the Services
   • As required by law, Synergy AV Ltd will provide the Services with reasonable skill and care, consistent with best practices and standards in the electronics and security hold up alarm sector, and in accordance with any information provided by us about the Services and about Us.
   • Synergy AV Ltd will begin providing the Services in accordance with our proposal.

 

• Synergy will make every reasonable effort to complete the Services on time (and in accordance with the specification in The Proposal). Synergy cannot, however, be held responsible for any delays if a Force Majeure event occurs.

7. Problems with the Goods and/or Services and Your Legal Rights
   • Synergy always use reasonable efforts to ensure that the provision of the Goods and Services is trouble-free. If, however, there is a problem with the Goods and/or Services Synergy request that You inform Synergy AV Ltd as soon as is reasonably possible.
   • Synergy will use reasonable efforts to remedy problems with the Goods and/or Services as quickly as is reasonably possible and practical.
8. Intellectual Property Rights
   • During the course of providing the Services to You, Synergy will create or produce the Program for You which embodies certain Intellectual Property Rights (such as developed programming modules).
9. Our Liability
   • By entering into this Agreement, You agree that You will not use the Goods or Services for such purposes other than for your own use.. We will not be liable to You for any loss of profit, loss of business, interruption to business or for any loss of business opportunity.
   • Nothing in this Agreement seeks to exclude or limit Synergy’s liability for death or personal injury caused by its negligence (including that of its employees, agents or sub-contractors); or for fraud or fraudulent misrepresentation.
   • Nothing in this Agreement seeks to exclude or limit Synergy’s liability for failing to perform the Services with reasonable care and skill or in accordance with information provided by Synergy about the Goods or Services.
     1. Nothing in this Agreement seeks to exclude or limit Your legal rights as a consumer. For more details of Your legal rights, please refer to Your local Citizens Advice Bureau or Trading Standards Office.

10. Events Outside of Our Control (Force Majeure)
    • We will not be liable for any failure or delay in performing obligations where the failure or delay is due to a cause beyond Our reasonable control (“Force Majeure”). In that case the failure or delay will not be a failure or delay contrary to this Agreement.

 

11. Communication and Contact Details
    • If You wish to contact Us with questions or complaints, You may contact Us by telephone at 01260 280017 or by email at info@synergyav.co.uk.
    • In certain circumstances You must contact Us in writing (as stated in various Clauses throughout this Agreement). When contacting Us in writing You may use the following methods:
      • Contact Us by email at info@synergyav.co.uk; or
      • Contact Us by post to The Directors, Synergy Audio Visual Ltd, 12a West Street, Congleton, Cheshire, CW12 1 JR.

12. How We Use Your Personal Information (Data Protection)
    • All personal information that We may collect (including, but not limited to, Your name and address, email, your Program login details Security information, and your data network details) will be collected, used and held in accordance with the provisions under the Data Protection Legislation and Your rights under that legislation.
    • We may use Your personal information to:
      • Provide the Services to You, including remote services.
      • Process Your payment for the Services.
      • Inform You of new products and services available from Us. You may request that We stop sending You this information at any time.
    • The parties acknowledge that for the purposes of the Data Protection Legislation, You are the data controller and Synergy AV Ltd are the data processor (where Data Controller and Data Processor have the meanings as defined in the Data Protection Legislation).
    • Synergy AV Ltd will ensure that We have in place appropriate technical and organisational measures, to protect against unauthorised or unlawful processing of personal information and against accidental loss or destruction of, or damage to, personal information, appropriate to the harm that might result from the unauthorised or unlawful processing or accidental loss, destruction or damage and the nature of the data to be protected, having regard to the state of technological development and the cost of implementing any measures (those measures may include, where appropriate, pseudonymising and encrypting personal information, ensuring confidentiality, integrity, availability and resilience of its systems and services, ensuring that availability of and access to personal information can be restored in a timely manner after an incident, and regularly assessing and evaluating the effectiveness of the technical and organisational measures adopted by it);
    • Synergy AV Ltd will ensure that all personnel who have access to and/or process personal information are obliged to keep the personal information confidential; and
    • Synergy AV Ltd will not transfer any personal information outside of the European Economic Area unless Your prior written consent has been obtained.
    • Synergy AV Ltd will notify You without undue delay on becoming aware of a personal information breach.
    • Synergy AV Ltd will not pass on Your personal information to any other third parties without first obtaining Your express permission.

 

13. Other Important Terms
    • We may transfer (assign) Our obligations and rights under this Agreement to a third party (this may happen, for example, if We sell Our business). If this occurs, You will be informed by Us in writing. Your rights under this Agreement will not be affected and Our obligations under this Agreement will be transferred to the third party who will remain bound by them.
    • You may not transfer (assign) Your obligations and rights under this Agreement without Our express written permission.
    • This Agreement is between You and Synergy. It is not intended to benefit any other person or third party in any way and no such person or party will be entitled to enforce any provision of this Agreement.
    • If any of the provisions of this Agreement are found to be unlawful, invalid or otherwise unenforceable by any court or other authority, that / those provision(s) shall be deemed severed from the remainder of this Agreement. The remainder of this Agreement shall be valid and enforceable.
    • No failure or delay by Synergy AV Ltd or You in exercising any of our respective rights under this agreement means that such right has been waived, and no waiver by Synergy AV Ltd or You of a breach of any provision of this Agreement means that either Party will waive any subsequent breach of the same or any other provision.
    • Synergy AV Ltd take no responsibility for the design, specification and layout provided by others. The positions, suitability, functionality and quality of all parts specified or designed by others shall remain the responsibility of such others. Synergy AV Ltd take full responsibility for any design or layout provided by ourselves.
14. Governing Law and Jurisdiction
    • This Agreement and the relationship between You and Synergy AV Ltd (whether contractual or otherwise) shall be governed by, and construed in accordance with English Law.
    • Any dispute, controversy, proceedings or claim between You and Us relating to this Agreement (whether contractual or otherwise) shall be subject to the jurisdiction of the courts of England, Wales, Scotland, or Northern Ireland, as determined by your residency.