Effective Date: 1st January 2024
Table of Contents
- Definitions
- Introduction
- Scope of Services
- Orders and Acceptance
- Prices and Payment Terms
- Client Obligations
- Liability and Indemnification
- Intellectual Property Rights
- Data Protection and GDPR Compliance
- Confidentiality
- Renewal and Termination
- Force Majeure
- Environmental Obligations
- Dispute Resolution
- Amendments and Annual Review
- General Provisions
- Exhibits and Addendums
1. Definitions
1.1 “Agreement” refers to these Terms and Conditions, including any Exhibits or Addendums, and any other documents expressly incorporated herein.
1.2 “Andor Group” or “We/Us” means Andor Group Limited, its successors, and assigns, including all subsidiaries and affiliates.
1.3 “Client” or “You” refers to the individual, company, or entity entering into this Agreement with Andor Group.
1.4 “Services” encompass all products and services offered by Andor Group, including but not limited to Security Guarding, CCTV Operations, Traffic Management, Construction Logistics, Accommodation Services, Cabin Rentals, Barriers, and Bollards.
1.5 “Subcontractor” means any third-party individual or company engaged by Andor Group to perform any part of the Services.
1.6 “Intellectual Property Rights” include all intellectual property rights such as patents, trademarks, service marks, copyrights, design rights, database rights, know-how, trade secrets, and any other rights of a similar nature, whether registered or unregistered.
1.7 “Confidential Information” refers to any information disclosed by one party to the other in connection with this Agreement that is designated as confidential or that should reasonably be understood to be confidential.
1.8 “Effective Date” is the date upon which this Agreement becomes effective, as specified above.
2. Introduction
2.1 Welcome to Andor Group. We are committed to providing exceptional services tailored to meet the diverse needs of our Clients across various industries. These Terms and Conditions outline the rules and regulations for the use of Andor Group’s Services. By engaging our Services, you agree to comply with and be bound by the terms outlined in this Agreement.
2.2 It is essential that you read and understand these Terms and Conditions thoroughly. Should you have any questions or require further clarification, please do not hesitate to contact us.
3. Scope of Services
3.1 Comprehensive Service Offering: Andor Group offers a wide range of Services designed to support your operational needs. Our Services include, but are not limited to:
- Security Guarding: Provision of trained security personnel for asset protection, access control, and emergency response.
- CCTV Operations: Installation, monitoring, and maintenance of Closed-Circuit Television systems for surveillance purposes.
- Traffic Management: Planning and execution of traffic flow strategies to ensure safety and efficiency.
- Construction Logistics: Coordination of resources and materials to optimize construction site operations.
- Accommodation Services: Supply and management of temporary housing solutions for staff and contractors.
- Cabin Rentals: Rental of portable cabins for office space, storage, or accommodation.
- Barriers and Bollards: Provision and installation of physical security measures to control access and enhance safety.
3.2 Customization: We understand that each Client has unique requirements. Therefore, we offer customizable solutions to align our Services with your specific objectives.
3.3 Professional Standards: All Services will be performed by qualified personnel in a professional and timely manner, adhering to industry best practices and complying with all applicable laws and regulations.
3.4 Service Limitations: Any limitations or exclusions related to the Services will be explicitly stated in the Service Level Agreement (SLA) or the specific order documentation.
4. Orders and Acceptance
4.1 Placing an Order:
- 4.1.1 Orders must be submitted in writing via email, fax, or postal mail. Each order should include detailed specifications of the required Services, delivery timelines, and any other pertinent information.
- 4.1.2 The Client is responsible for ensuring that all information provided in the order is accurate and complete.
4.2 Order Confirmation:
- 4.2.1 Upon receipt of an order, Andor Group will issue a written acknowledgment within five (5) business days.
- 4.2.2 An order is considered accepted once Andor Group provides a written confirmation or commences performance of the Services, whichever occurs first.
4.3 Modifications and Cancellations:
- 4.3.1 Any modifications to the order requested by the Client must be communicated in writing and are subject to acceptance by Andor Group.
- 4.3.2 Cancellations may incur charges for any work already performed or costs incurred up to the point of cancellation.
4.4 Rejection of Orders:
- 4.4.1 Andor Group reserves the right to reject any order that does not comply with our policies or that we deem unreasonable or impractical.
5. Prices and Payment Terms
5.1 Pricing:
- 5.1.1 Prices for our Services are provided in our quotations, proposals, or as agreed upon in writing.
- 5.1.2 All prices are exclusive of VAT and other applicable taxes, which will be added to the invoice at the prevailing rate.
5.2 Invoicing:
- 5.2.1 Invoices will be issued upon completion of the Services or as per the agreed billing schedule.
- 5.2.2 Each invoice will include a detailed breakdown of the Services provided, associated costs, and any applicable taxes.
5.3 Payment Terms:
- 5.3.1 Payment is due within thirty (30) days from the date of the invoice, unless otherwise agreed in writing.
- 5.3.2 Payments should be made via bank transfer, cheque, or any other method agreed upon by both parties.
5.4 Late Payments:
- 5.4.1 In the event of late payment, Andor Group reserves the right to charge interest on the overdue amount at a rate of 2% per annum above the Bank of England base rate, calculated daily until the payment is made in full.
- 5.4.2 Persistent late payments may result in suspension or termination of Services.
5.5 Disputed Invoices:
- 5.5.1 If the Client disputes any portion of an invoice, they must notify Andor Group in writing within seven (7) days of the invoice date.
- 5.5.2 The undisputed portion of the invoice remains payable by the due date.
6. Client Obligations
6.1 Access and Cooperation:
- 6.1.1 The Client shall provide Andor Group with all necessary access to premises, equipment, and information required to perform the Services.
- 6.1.2 The Client agrees to cooperate fully with Andor Group, including providing timely decisions and approvals.
6.2 Compliance with Laws:
- 6.2.1 The Client is responsible for obtaining any necessary permits, licenses, or consents required for the Services.
- 6.2.2 The Client shall comply with all applicable laws, regulations, and codes of practice in relation to the Services.
6.3 Health and Safety:
- 6.3.1 The Client must inform Andor Group of any health and safety risks or hazards at their premises.
- 6.3.2 The Client is responsible for maintaining a safe working environment for Andor Group personnel.
6.4 Insurance:
- 6.4.1 The Client shall maintain adequate insurance coverage for their property and personnel during the provision of the Services.
- 6.4.2 Proof of insurance may be requested by Andor Group prior to commencing Services.
7. Liability and Indemnification
7.1 Andor Group’s Liability:
- 7.1.1 Our liability is limited to direct losses suffered by the Client due to our negligence or breach of this Agreement.
- 7.1.2 The maximum liability shall not exceed the total amount paid by the Client for the Services under this Agreement.
7.2 Exclusion of Indirect Losses:
- 7.2.1 Andor Group shall not be liable for any indirect, consequential, or special losses, including but not limited to loss of profits, revenue, anticipated savings, or business opportunities.
7.3 Subcontractors:
- 7.3.1 While we may engage Subcontractors to perform certain Services, Andor Group is not responsible for losses caused directly by the actions or omissions of these Subcontractors.
- 7.3.2 The Client agrees to pursue any claims related to such losses directly with the Subcontractor.
7.4 Client’s Indemnification:
- 7.4.1 The Client agrees to indemnify and hold harmless Andor Group, its employees, and agents from any claims, liabilities, damages, or expenses arising from the Client’s breach of this Agreement or negligence.
- 7.4.2 This indemnification extends to any third-party claims resulting from the Client’s use of the Services.
7.5 Limitation Period:
- 7.5.1 Any claim against Andor Group must be brought within twelve (12) months of the cause of action arising.
8. Intellectual Property Rights
8.1 Ownership:
- 8.1.1 All Intellectual Property Rights created or developed by Andor Group during the provision of the Services shall remain the exclusive property of Andor Group.
- 8.1.2 This includes any methodologies, processes, software, documentation, or materials developed.
8.2 License to Client:
- 8.2.1 Andor Group grants the Client a non-exclusive, non-transferable, revocable license to use the deliverables solely for internal purposes and as intended under this Agreement.
- 8.2.2 The Client shall not sublicense, distribute, or make available the deliverables to any third party without prior written consent.
8.3 Client’s Intellectual Property:
- 8.3.1 Any Intellectual Property Rights owned by the Client and provided to Andor Group for the purpose of this Agreement shall remain the property of the Client.
- 8.3.2 The Client grants Andor Group a limited license to use such Intellectual Property solely for performing the Services.
8.4 Infringement Claims:
- 8.4.1 The Client shall promptly notify Andor Group of any infringement or suspected infringement of Andor Group’s Intellectual Property Rights.
- 8.4.2 Andor Group reserves the right to take legal action to protect its Intellectual Property Rights.
9. Data Protection and GDPR Compliance
9.1 Compliance with Data Protection Laws:
- 9.1.1 Both parties agree to comply with all applicable data protection laws, including the UK Data Protection Act 2018 and the General Data Protection Regulation (GDPR).
- 9.1.2 Each party shall process personal data lawfully, fairly, and transparently.
9.2 Andor Group’s Obligations:
- 9.2.1 Andor Group ensures that all employees have undergone mandatory GDPR training to handle personal data responsibly.
- 9.2.2 We are willing to undertake any Client-specific data protection training or adhere to additional policies as required.
9.3 Data Processing:
- 9.3.1 Personal data will only be processed for the purposes necessary to perform the Services.
- 9.3.2 Andor Group shall implement appropriate technical and organizational measures to protect personal data against unauthorized or unlawful processing, accidental loss, destruction, or damage.
9.4 Data Subject Rights:
- 9.4.1 The Client is responsible for responding to any data subject requests pertaining to personal data processed under this Agreement.
- 9.4.2 Andor Group will assist the Client, where possible, in fulfilling data subject rights requests.
9.5 Data Breach Notification:
- 9.5.1 In the event of a personal data breach, Andor Group will notify the Client without undue delay after becoming aware of the breach.
- 9.5.2 The notification will include all relevant information to allow the Client to meet any reporting obligations.
10. Confidentiality
10.1 Confidential Information:
- 10.1.1 Both parties acknowledge that during the course of this Agreement, they may have access to Confidential Information belonging to the other party.
- 10.1.2 Confidential Information includes, but is not limited to, business strategies, financial information, customer data, and proprietary processes.
10.2 Obligations of Confidentiality:
- 10.2.1 Each party agrees to use the Confidential Information solely for the purposes of this Agreement.
- 10.2.2 Confidential Information shall not be disclosed to any third party without the prior written consent of the disclosing party.
10.3 Exceptions:
- 10.3.1 The obligations of confidentiality do not apply to information that:
- a) Is or becomes publicly available without breach of this Agreement.
- b) Was already in the receiving party’s possession before disclosure.
- c) Is obtained from a third party who is not under a duty of confidentiality.
- d) Is required to be disclosed by law or regulatory authority.
10.4 Return of Confidential Information:
- 10.4.1 Upon termination of this Agreement or upon request, each party shall return or destroy all Confidential Information belonging to the other party.
10.5 Survival:
- 10.5.1 The obligations under this section shall survive the termination or expiration of this Agreement for a period of five (5) years.
11. Renewal and Termination
11.1 Renewal Process:
- 11.1.1 Prior to the expiration of the current Agreement, an Andor Group Business Development Manager will provide renewal terms and discuss any adjustments to the Services or pricing.
- 11.1.2 Renewal agreements must be confirmed in writing by both parties.
11.2 Termination by Notice:
- 11.2.1 Either party may terminate this Agreement by providing at least seven (7) days’ written notice to the other party.
- 11.2.2 Notices of termination must specify the effective date and reason for termination.
11.3 Termination for Cause:
- 11.3.1 Either party may terminate this Agreement immediately if the other party:
- a) Commits a material breach that is incapable of remedy.
- b) Fails to remedy a remediable breach within fourteen (14) days of receiving written notice.
- c) Becomes insolvent or enters into bankruptcy proceedings.
11.4 Effects of Termination:
- 11.4.1 Termination shall not affect any rights or obligations accrued prior to termination.
- 11.4.2 The Client shall pay for all Services rendered up to the effective date of termination.
11.5 Finder’s Fee:
- 11.5.1 If the Client hires or engages any member of Andor Group’s staff during the term of this Agreement or within six (6) months after termination, the Client agrees to pay a finder’s fee equal to twenty percent (20%) of the staff member’s annual salary.
- 11.5.2 This fee compensates Andor Group for the investment made in recruiting and training the staff member.
12. Force Majeure
12.1 Definition:
- 12.1.1 A Force Majeure Event refers to circumstances beyond a party’s reasonable control, including but not limited to natural disasters, acts of terrorism, war, strikes, lockouts, governmental actions, or failure of suppliers.
12.2 Consequences of Force Majeure:
- 12.2.1 Neither party shall be liable for any delay or failure to perform its obligations under this Agreement if prevented or delayed due to a Force Majeure Event.
- 12.2.2 The affected party shall notify the other party as soon as reasonably practicable, providing details of the Force Majeure Event and its anticipated duration.
12.3 Mitigation:
- 12.3.1 The affected party shall use all reasonable endeavors to mitigate the effects of the Force Majeure Event and resume performance of its obligations as soon as possible.
12.4 Termination Due to Prolonged Force Majeure:
- 12.4.1 If a Force Majeure Event continues for a period exceeding thirty (30) days, either party may terminate this Agreement by giving written notice to the other party.
13. Environmental Obligations
13.1 Commitment to Sustainability:
- 13.1.1 Andor Group is dedicated to conducting its operations in an environmentally responsible manner, striving to minimize negative impacts on the environment.
13.2 Compliance with Environmental Laws:
- 13.2.1 Both parties agree to comply with all applicable environmental laws, regulations, and standards.
13.3 Environmental Management Systems:
- 13.3.1 Andor Group adheres to ISO 14001 Environmental Management Standards to ensure continuous improvement in environmental performance.
13.4 Client Cooperation:
- 13.4.1 The Client agrees to cooperate with Andor Group in implementing initiatives aimed at reducing environmental impact, such as waste reduction, energy efficiency, and sustainable resource use.
13.5 Environmental Incidents:
- 13.5.1 In the event of an environmental incident or hazard arising from the Services, both parties shall collaborate to address and rectify the issue promptly.
14. Dispute Resolution
14.1 Amicable Settlement:
- 14.1.1 In the event of any dispute or disagreement arising out of or in connection with this Agreement, the parties shall first attempt to resolve the matter amicably through good-faith negotiations.
14.2 Escalation Procedure:
- 14.2.1 If the dispute cannot be resolved through initial negotiations within fourteen (14) days, it shall be escalated to senior management representatives of both parties.
14.3 Mediation:
- 14.3.1 If the dispute remains unresolved after escalation, either party may propose mediation in accordance with the rules of the Centre for Effective Dispute Resolution (CEDR) or another agreed-upon mediation body.
- 14.3.2 Both parties shall share the costs of mediation equally.
14.4 Litigation:
- 14.4.1 If mediation fails or is not pursued, either party may initiate legal proceedings.
- 14.4.2 The parties agree to submit to the exclusive jurisdiction of the courts of England and Wales.
15. Amendments and Annual Review
15.1 Annual Review:
- 15.1.1 These Terms and Conditions will be reviewed annually to ensure they remain current and effective.
- 15.1.2 The next scheduled review date is 1st January 2025.
15.2 Amendments:
- 15.2.1 Andor Group reserves the right to amend or update these Terms and Conditions.
- 15.2.2 Any changes will be communicated to the Client via invoice notifications or written communication at least thirty (30) days prior to becoming enforceable.
15.3 Client’s Right to Terminate:
- 15.3.1 If the Client does not agree with the proposed amendments, they have the right to terminate the Agreement by providing written notice before the amendments take effect.
16. General Provisions
16.1 Assignment:
- 16.1.1 Neither party may assign, transfer, or subcontract any rights or obligations under this Agreement without the prior written consent of the other party.
16.2 Severability:
- 16.2.1 If any provision of this Agreement is found to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect.
16.3 Waiver:
- 16.3.1 The failure of either party to enforce any provision of this Agreement shall not constitute a waiver of that provision or any other provision.
16.4 Notices:
- 16.4.1 All notices and communications must be in writing and delivered by hand, email, or registered post to the addresses specified by the parties.
- 16.4.2 Notices are deemed received:
- a) If delivered by hand, on the day of delivery.
- b) If sent by email, upon receipt of a read receipt.
- c) If sent by registered post, three (3) business days after posting.
16.5 Entire Agreement:
- 16.5.1 This Agreement constitutes the entire understanding between the parties and supersedes all prior agreements, representations, and understandings.
16.6 Third-Party Rights:
- 16.6.1 A person who is not a party to this Agreement has no rights to enforce any term of this Agreement.
16.7 Governing Law:
- 16.7.1 This Agreement shall be governed by and construed in accordance with the laws of England and Wales.
17. Exhibits and Addendums
- Exhibit A: Detailed Order Process
- Exhibit B: Hardware Rentals, Maintenance, and Support
- Exhibit C: Additional Confidentiality Provisions
- Exhibit D: Indemnification and Liability Details
- Exhibit E: Environmental Compliance Guidelines
- Exhibit F: Dispute Resolution Procedures
Exhibit A: Detailed Order Process
A1 Order Submission:
- A1.1 Clients must complete the official Andor Group Order Form, providing all necessary details about the required Services.
A2 Order Review:
- A2.1 Andor Group will review the order for completeness and feasibility.
- A2.2 We may request additional information or clarification to ensure accurate fulfillment.
A3 Proposal and Quotation:
- A3.1 A formal proposal and quotation will be provided, outlining the scope, pricing, and terms specific to the requested Services.
A4 Acceptance:
- A4.1 The Client must sign and return the proposal to indicate acceptance.
- A4.2 A countersigned copy will be returned to the Client for their records.
Exhibit B: Hardware Rentals, Maintenance, and Support
B1 Hardware Rentals:
- B1.1 All rented hardware remains the property of Andor Group.
- B1.2 The rental period and fees will be specified in the rental agreement.
B2 Client Responsibilities:
- B2.1 The Client is responsible for safeguarding the hardware against loss, theft, or damage.
- B2.2 Any damages or loss will be charged to the Client at the replacement cost.
B3 Maintenance Services:
- B3.1 Andor Group will provide regular maintenance as per the schedule outlined in the Service Level Agreement.
- B3.2 Emergency maintenance requests will be addressed within the response times specified.
B4 Technical Support:
- B4.1 Support is available during standard business hours (9 am to 5 pm, Monday to Friday).
- B4.2 After-hours support may be available at additional cost.
Exhibit C: Additional Confidentiality Provisions
C1 Non-Disclosure Obligations:
- C1.1 The Client shall not disclose any pricing, proposals, or contractual terms to third parties without Andor Group’s prior written consent.
C2 Security Measures:
- C2.1 Both parties agree to implement appropriate security measures to protect Confidential Information from unauthorized access or disclosure.
C3 Employee Obligations:
- C3.1 Each party shall ensure that its employees, agents, and Subcontractors are bound by confidentiality obligations no less stringent than those contained herein.
Exhibit D: Indemnification and Liability Details
D1 Indemnification Scope:
- D1.1 The Client’s indemnification obligations include legal fees, costs, and expenses arising from third-party claims.
D2 Exclusions to Liability:
- D2.1 Andor Group shall not be liable for any losses resulting from:
- a) The Client’s failure to comply with instructions.
- b) Unauthorized modifications made by the Client.
- c) Events classified as Force Majeure.
Exhibit E: Environmental Compliance Guidelines
E1 Sustainable Practices:
- E1.1 Andor Group encourages the use of renewable resources and sustainable materials where possible.
E2 Waste Management:
- E2.1 Waste generated during the provision of Services will be managed responsibly, with an emphasis on recycling and safe disposal.
E3 Energy Efficiency:
- E3.1 Efforts will be made to minimize energy consumption through efficient operational practices.
Exhibit F: Dispute Resolution Procedures
F1 Mediation Details:
- F1.1 Mediation will be conducted by a neutral third party agreed upon by both parties.
- F1.2 The location and format of the mediation will be determined collaboratively.
F2 Arbitration Option:
- F2.1 If both parties agree, disputes may be settled through binding arbitration under the Arbitration Act 1996.
Acknowledgment
By engaging Andor Group for Services effective from 1st January 2024, the Client acknowledges that they have read, understood, and agree to be bound by these Terms and Conditions, including all Exhibits and Addendums.
Please see our Terms and Conditions of Operation at: https://www.andorgroup.co.uk/terms-and-conditions
For any questions, clarifications, or additional information regarding these Terms and Conditions, please contact us at:
Andor Group Limited
Address: Address: 20-22 Wenlock Road, London, N1 7GU
Phone: 02046 023 974
Email: info@andorgroup.com