Please note: Woodlark Limited trading as Wilson Security Systems, Unit 6 Parklands Office Park, Southern Cross Road, Bray, Co. Wicklow A98 Y718 reserve the right to update these Terms and Conditions without notice.
1. Definitions, Interpretation and Application
In these Terms and Conditions the following expressions shall (unless the contract otherwise requires) have the following meaning respectively.
“The Company” Wilson Security means Woodlark Limited trading as Wilson Security Systems and any related business entity.
“Contract Period” means a period of three (1) year from the date of this Agreement unless otherwise expressly stated in the special Conditions.
“Agreement” the agreement between Wilson Security and the Customer, pursuant to which Wilson Security shall provide the Alarm System and/or perform the Services, comprising these Conditions, the Order, any other documents referred to in these Terms & Conditions or posted on the Website, and any other terms agreed in writing betweenWilson Security and the Customer;
“Alarm Codes” the Wilson Security engineer alarm codes applicable to the Alarm System or any other alarm system located at the Premises, in respect of which Wilson Security provides Services;
“Alarm System” the Wilson Security Monitored Smart Home Alarm system (including its respective components and Retained Property) which is to be installed at the Premises;
“Alert” an alert transmitted from the Alarm System, or any other alarm system located at the Premises in respect of which Wilson Securityprovides Services, upon the detection of a breach or other relevant activation at the Premises;
“Application Form” the Wilson Security application form (if applicable) containing details of the Order;
“Charges” the charges payable by the Customer for the Alarm System and/or the Services, details of which shall be specified in the Application Form or where not so specified, shall be those contained in the Price List, unless otherwise agreed to in writing between Wilson Security and the Customer;
“Commencement Date” the date on which the Agreement commences, being the date on which the Customer submits their Order to Wilson Security in the manner described in Clause 3.1;
“Conditions” these terms and conditions, as same may be amended by Wilson Security from time to time by publication on the Website;
“Cooling Off Period” the 14 (fourteen) day period immediately following the Commencement Date;
“Customer” the party to whom Wilson Security provides an Alarm System and/or Services pursuant to an Agreement
Emergency Instructions: the instructions given by the Customer to Wilson Security as to the steps to be taken in the event of an Alert, to include contact details of the Customer’s nominated keyholders;
Emergency Service Provider: a provider of emergency services, e.g. An Garda Síochána, fire services etc;
Force Majeure Event: any event outside Wilson Security reasonable control including but not limited to, breakdowns in telecommunications or internet services, severe weather conditions, burglary, vandalism, civil disorder, terrorist activity, war, government action, strikes, lock-outs or other industrial disputes, failure of a utility service and/or any acts, restrictions, regulations, by-laws, prohibitions or measures of any kind on the part of any governmental, parliamentary or local authority, electricity or electronic telecommunications or internet service provider, Emergency Service Provider or a relevant regulatory authority;
Further Minimum Term: a further minimum term commencing after the expiry of the Minimum Term, for which the Services will be provided to the Customer, as set out in an invoice pack and/or in any other documents issued by Wilson Security to the Customer or as agreed between Wilson Security and the Customer;
Wilson Security: Woodlark Limited, trading as Wilson Security, Unit 6, Parklands Office Park, Southern Cross Road, Bray, Co. Wicklow and, where applicable, Wilson Security’s employees, agents and subcontractors
Installation: the installation of the Alarm System at the Premises;
Installation Date: the date of Installation and/or commencement of the Services;
Minimum Term: the minimum term for which Wilson Security shall provide the Services for our Monitored Smart Home Alarm to the Customer, being the period of 36 (thirty six) months commencing on the Installation Date;
Order: the Customer’s order for an Alarm System and/or Services, as specified in an Application Form, or as notified to Wilson Security by telephone or any other means of communication;
Premises: the address at which the Alarm System will be installed and/or Services are to be performed;
Price List: Wilson Security’sprice list(s) as set out in Appendix 1 or on the Website as same may be updated from time to time at Wilson Security’s sole discretion;
Retained Property: the external ‘decoy’ bell box and any other components of the Alarm System in respect of which ownership will remain with Wilson Security as notified to the Customer from time to time;
Services: the monitoring and/or maintenance services and any other services to be provided by Wilson Security to the Customer, as set out in the Application Form or as otherwise agreed with the Customer from time to time;
Introductory Offer: is a promotion subject to terms and conditions, Wilson Security reserves the right to alter, amend, change and/or cancel any promotion details without notice to the Customer and without liability.
1.2.1 In these Conditions, words such as “hereunder”, “hereto”, “hereof” and “herein” and other words commencing with “here” shall, unless the context clearly indicates to the contrary, refer to the whole of these Conditions and not to any particular Section or Clause thereof.
1.2.2 Save as otherwise provided herein, any reference herein to a Section or Clause, or paragraph shall be a reference to a section, sub-section, clause, sub-clause, paragraph or sub-paragraph (as the case may be) of these Conditions.
1.2.3 Any phrase introduced by the terms “including”, “include”, “in particular” or any similar expression shall be construed as illustrative and shall not limit the sense of the words preceding those terms
1.2.4 Any reference to any provision of any legislation shall include any modification, re-enactment or extension thereof
1.2.5 Headings used herein are inserted for convenience only and shall not affect interpretation.
1.2.6 Any reference to “Ireland” shall mean the Republic of Ireland.
Subject to Clause 15, these Conditions shall be incorporated into and form part of every Agreement and shall apply in place of, and prevail over:
(i) any terms or conditions (written or oral) contained or referred to in any order, confirmation of order, specification or any other documentation, correspondence or other means of communication delivered by the Customer to Wilson Security; and
(ii) any terms or conditions implied by trade custom, practice or course of dealing between the Customer and Wilson Security.
2.Statutory Rights, Descriptions and Changes
2.1 Save as expressly stated in the Agreement, all warranties, representations, conditions and other terms implied by statute or common law relating to the Alarm System and/or the Services are, to the fullest extent permitted by law, excluded from the Agreement.
2.2 All drawings, descriptive matter, specifications and advertising issued by Wilson Security and any descriptions or illustrations contained in Wilson Security’s catalogues or brochures or on the Website are issued or published for the sole purpose of giving an approximate idea of the Alarm System and the Services and shall not form part of the Agreement (and are hereby expressly excluded therefrom). Wilson Security reserves the right to alter and amend any of its literature at any time without notice to the Customer and without liability.
2.3 Wilson Security reserves the right to make changes to the specification of the Alarm System and/or the Services, where required to conform with applicable safety or statutory requirements, legal requirements, and/or, to maintain and improve the quality or performance of the Alarm System and/or the Services and to suspend delivery of the Services whilst making such changes.
2.4 Wilson Security shall notify the Customer of any material changes to be made by it pursuant to Clause 2.3 above as soon as it may reasonably be practicable for it to do so (after being made aware of any such requirement for changes), and will publish the details of such changes (including the operative date of such changes) on the Website. For the avoidance of doubt, Wilson Security shall not be liable under this clause if any material changes are required pursuant to Clause 2.3 that they have not been made aware of.
2.5 These Conditions do not affect the Customer’s statutory rights (where the Customer is a consumer).
3. Formation of Agreement
3.1 All Orders are automatically accepted by Wilson Security as soon as they are made. Accordingly, an Agreement commences between Wilson Security and the Customer as soon as the Customer gives their Application Form to a Wilson Security sales agent or otherwise submits their Order to Wilson Security, whether by telephone or via the Website or by any other means of communication.
4. Accuracy of Order
4.1 The Customer is responsible for ensuring the accuracy of any Order which it submits to Wilson Security. If a Customer feels that they have made a mistake in their Order or require any changes to be made to their Order, they shall be required to notify Wilson Security as soon as possible and in any event, within 14 (fourteen) days of submitting that Order. Any failure to do so may result in additional costs being charged to the Customer.
5.1 The Installation Date shall be agreed between Wilson Security and the Customer as soon as possible upon the acceptance of an Order in accordance with Clause 3.1.
5.2 The Customer shall ensure that a responsible adult is present at the Premises on the Installation Date to deal with any queries that Wilson Security may have in connection with the Installation, to accept any instructions from Wilson Security in relation to the Alarm System and/or the Services and to otherwise, provide such cooperation as shall reasonably be required by Wilson Security in connection with the Installation and its provision of the Services. The Customer shall ensure in particular, that there is, at the Premises, an adequate and suitable power supply, power points, electrical fittings, broadband connectivity and telephone lines and fittings.
5.3 If for any reason the Customer fails to accept delivery of an Alarm System or to permit installation of the Alarm System, or fails to provide appropriate instructions to Wilson Security within a reasonable period following the Commencement Date, to enable Wilson Security to effect delivery and installation of the Alarm System and/or to commence its provision of the Services, Wilson Security may, without limitation to any other right which may be available to it, terminate the Agreement with immediate effect. In this event, Wilson Security shall be entitled to retain any deposits and/or upfront payments (as defined in Clause 6.2) which may have been paid by the Customer prior to such termination.
6. Ownership of the Alarm System
6.1 In the event that the Customer already has an alarm system, which was previously fitted and monitored by another service provider, Wilson Security shall carry out the Services on the Alarm System as if it was fitted by Wilson Security (which the parties acknowledge may require changes be made to conform with a Wilson Security Alarm System). Title and property to the Alarm System shall always remain with the Customer. In the event that Wilson Security is required to install or provide any additional equipment to ensure that the customer’s current alarm system is compatible with the Wilson Security Alarm System, this additional equipment remains the property of Wilson Security.
6.2 In the event that Wilson Security installs a new Alarm System for the Customer, Wilson Security shall retain ownership of the Alarm System until any upfront payment (being the difference between the total sum payable for the Alarm System and the amount Wilson Security has agreed to subsidise on behalf of the Customer) due by the Customer is received by Wilson Security and the Minimum Term has expired. If the agreement is terminated by the Customer prior to the expiry of the Minimum Term, the Customer shall repay to Wilson Security all subsidised hardware costs as set out in the Price List. However, in the event that the Customer returns the Alarm System to Wilson Security on this termination, the subsidised hardware costs shall not be payable and Wilson Security shall use reasonable endeavours to return any upfront payment received from the Customer.
6.3 Customers purchasing the Alarm System
In respect of Customers purchasing an Alarm System, delivery of the Alarm System shall take place on the Installation Date upon completion of the Installation and accordingly, all risk therein shall pass to the Customer upon completion of the Installation. However title and property in the Alarm System (except Retained Property) shall pass to the Customer only in accordance with Clause 6.2 above. Wilson Security shall retain ownership of the Retained Property at all times, which shall be required to be returned to Wilson Security upon termination of the Agreement (howsoever arising).
6.4 For the avoidance of doubt, any alarm system existing at the Premises which is not a Wilson Security alarm system, shall remain the property of the Customer upon termination of the Agreement (howsoever caused).
7. The Services
7.1 Wilson Security shall perform the Services from the Installation Date until the Agreement is terminated.
7.2 The Customer shall be responsible for providing Wilson Security with all information which it reasonably requires to enable it to perform the Services and for ensuring that all Emergency Instructions provided to Wilson Security are accurate, complete and up to date. The Customer shall also be responsible for obtaining the consent of any nominated key holders.
7.3 The Customer acknowledges that actions by Emergency Service Providers and the Customer’s nominated key holders following notification to them of an Alert are outside the control of Wilson Security and accordingly Wilson Security shall have no responsibility or liability for any acts or omissions of Emergency Service Providers and/or the Customer’s nominated keyholders (or their nominees), following the notification to them of an Alert.
7.4 Where additional non-standard maintenance is required by a Customer that is not due to the fault or default of Wilson Security, additional charges shall apply.
7.5 The Services provided do not include visits to the Premises (or additional time spent at the Premises) for the purposes of: (a) rectifying any failure or malfunction of the Alarm System and/or the Services caused directly or indirectly by accident, neglect, misuse (other than the use for which it was intended) or by adverse environmental conditions, electrical current fluctuations (including failure of electrical power) or deliberate damage resulting from reckless, negligent or careless conduct (including omission) by the Customer or resulting from wear and tear other than in a respect of any failure or malfunction resulting from fair wear and tear; (b) remedial maintenance necessitated by the undertaking of work on the Alarm System (including moving, relocation, conversion or adaptation) by anyone other than Wilson Security unless approved by Wilson Security and/or (c) remedial maintenance necessitated by a Force Majeure Event.
7.6 Wilson Security may remotely access panels (being part of the Alarm System fitted and supplied by Wilson Security) in order to facilitate essential maintenance and/or upgrades.
7.7 If the Customer requests the use of the Wilson Security Smartphone App (UlraSync+), Wilson Security confirms that the Customer shall be permitted access to the app for unlimited users. Wilson Security reserves the right to alter and amend any of its charges for additional users of the App at any time without notice to the Customer and without liability.
8. The Products
8.1 Wilson Security may provide (at the request of the Customer) ancillary products relating to the Alarm Systems, a non-exhaustive list of which is set out in Appendix 1 of this Agreement in addition to the prices of those products. In the event that the Customer has any complaint or issue with any of these products, the Customer shall be obliged to contact the manufacturer of those products directly. For the avoidance of doubt, Wilson Security shall have not liability in relation to the products to the fullest extent permitted by law.
9. Customer Warranty and Indemnity
9.1 The Customer warrants to Wilson Security that they are over 18 (eighteen) years of age, legally entitled to enter in to the Agreement and are: (i) the freeholder of the Premises; or (ii) a tenant of the Premises and have obtained the landlord’s approval to the Installation and/or commencement of the Services at the Premises. Customer agrees to provide Wilson Security with evidence of such landlord approval upon request.
9.2 The Customer irrevocably agrees to indemnify Wilson Security against any claims made against it (and related costs incurred by it) by:
(i) Emergency Service Providers seeking reimbursement of their costs, where it is alleged by such Emergency Service Providers that their taking of action and/or attendance at the Premises as a consequence of the Services, was without just and sufficient cause; and (ii) the Customer’s nominated key holders (or their nominee), in connection with their taking of any action on foot of an Alert, save that, the indemnity provided herein shall not apply to claims made against Wilson Security which arise solely due to Wilson Security’s negligence.
10. Problems with the Alarm System
10.1 Wilson Security warrants the panel (being part of the Alarm System fitted and supplied by Wilson Security) for a period of 10 years from the Installation Date and warrants the sensor (also being a part of the Alarm System fitted and supplied by Wilson Security) for a period of 3 years from the Installation Date. Wilson Security only provides a warrant for Wilson Security installations, any panel and/or sensor on any pre-installed alarm system existing at the Premises (which was not fitted or supplied by Wilson Security) is not under Wilson Security warranty. The Alarm System shall correspond with the applicable product warranty specified on the Website. All warranties provided by Wilson Security do not extend to parts, materials or equipment supplied by persons other than Wilson Security.
10.2 Wilson Security will not be liable to the Customer for any defect or default in the Alarm System arising from: (a) any failure by the Customer to follow instructions provided by Wilson Security(b) any misuse of the Alarm System; (c) any use of the Alarm System that has not been authorised by Wilson Security; (d) any accident and/or intentional act causing damage to the Alarm System or any part thereof (save where caused by Wilson Security) (e) the undertaking of work on the Alarm System (including alteration, reinstallation, moving, relocation, conversion or adaptation or repair of the System) by persons other than Wilson Security; (e) fair wear and tear and/or (f) adverse weather conditions. In circumstances where Wilson Security is required to perform any remedial maintenance as a consequence of the occurrence of any of the foregoing events, such remedial maintenance shall be carried out by Wilson Security at its then prevailing price rates (including the relevant call out charge), which shall be notified to the Customer at the applicable time.
10.3 In the event of any defect with the Alarm System (or any other alarm system installed at the Premises which is used to provide the Services), the Customer shall be obliged to notify Wilson Security of the defect as soon as possible and upon receipt of such notice, Wilson Security shall subject to the foregoing provisions of this Clause 9, use every effort to repair or fix the defect as soon as may reasonably be practicable. Wilson Security shall be entitled to charge for any such repairs or maintenance in accordance with Appendix 1.
11.1 Charges shall be payable in advance. For the avoidance of doubt, Charges shall include Installations and call outs requested by the Customer.
11.2 The payment terms shall be those specified in the Application Form or as otherwise notified by Wilson Security to the Customer prior to an Order being made. In the event that the Customer is required to make an upfront payment (as defined in Clause 6.2) in accordance with an Order, the Customer shall be required to pay such sum to Wilson Security prior to the Installation Date.
11.3 Invoices will not be posted to Customers and will instead be available for online inspection. The Customer may request that an invoice be emailed to them and on receipt of such request, Wilson Security shall email the applicable invoice to the Customer. If the Customer requested that the invoice be posted, Wilson Security shall be entitled to charge a fee for postage.
11.4 Charges are inclusive of VAT and accordingly, shall be subject to amendment from time to time to reflect changes in prevailing rates of VAT.
11.5 In the event that the Customer terminates this Agreement prior to the expiry of the Minimum Term or Wilson Security terminates this Agreement in accordance with Clause 14, any outstanding Charges due to Wilson Security, including but not limited to (i) any monthly subsidy amount (set out in Appendix 1) remaining in the Minimum Term, (ii) any payments owing and (iii) the termination fee set out in Clause 14, shall become immediately payable by the Customer to Wilson Security. For the avoidance of doubt, if the Customer returns the Alarm System to Wilson Security, the monthly subsidy amount referred to above shall not be charged to the Customer.
11.6 The Charges may be changed by Wilson Security at its sole discretion. Wilson Security shall use reasonable endeavours to notify the Customers in writing in advance of any increases in Charges
11.7 Should the Customer fail to pay any Charges by their due date for payment, Wilson Security reserves the right to charge late payment interest to the Customer on the overdue sum at a rate of 3% per annum above the prevailing EURIBOR. Such late payment interest shall be calculated daily and compounded monthly, and shall accrue both before and after judgment until the date of actual payment of the overdue sum. The EURIBOR rate on any given day is available at http://www.euribor-ebf.eu/. Pending payment of any overdue amount, Wilson Security may, without any liability to the Customer, suspend its delivery of the Services or terminate the Agreement and if applicable, recover possession of the Alarm System and/or the Retained Property.
11.8 Notwithstanding Clause 11.7 above, in circumstances where a Customer in good faith wishes to dispute the content of a Wilson Security invoice and promptly notifies Wilson Security of this fact, then for the period during which Wilson Security is investigating their dispute, Clause 10.7 shall be of no application, save that the Customer shall still be required to pay in accordance with Clause 11.5 above, that part of the invoice which is not in dispute.
11.9 Where a Customer pays Charges by direct debit and the Customer seeks a refund, the Customer will still be liable for the amount of the cancelled direct debit and Wilson Security will be entitled to pursue the Customer for recovery of any such amount. Where the Customer is not a consumer, the Customer waives any rights that it may have to seek such a refund and Customer shall follow the procedures detailed on the Website if it is seeking a refund.
11.10 Wilson Security reserves the right to charge Customers for the recovery of any unpaid direct debits in accordance with the schedule of charges at Appendix 1. Wilson Security also reserves the right to charge an administration fee for any amendments requested by the Customer to the Customer information held by Wilson Security (including the named keyholders).
12. Liability of Wilson Security
12.1 Wilson Security is not an insurer and the Customer acknowledges and accepts that Wilson Security shall not as a consequence of its entry into an Agreement, have any liability whatsoever to the Customer for any damage to the Premises and/or any loss suffered by the Customer or any other party at the Premises (whether of contents or otherwise).
12.2 Wilson Security makes no guarantee or warranty that the Alarm System and/or the Services will avert or prevent occurrences or the consequences of occurrences which the Alarm System and/or the Services are intended to detect.
12.3 Notwithstanding the foregoing provisions of this Clause 12, should Wilson Security for any reason, be deemed to be liable for any loss, damage, expense or injury arising out of or in connection with any defect or malfunction of the Alarm System and/or the provision of the Services or in respect of any failure, interruption, or restriction of the Alarm System and/or the Services caused by any act, omission or negligence on the part of Wilson Security, the total aggregate liability (whether in contract, tort or otherwise) of Wilson Security shall be the lesser of the amount paid by the Customer to Wilson Security pursuant to the Agreement and only fifteen hundred euro (€1,500).
12.4 Wilson Security shall not under any circumstances have any liability to the Customer for any special, consequential or indirect loss whatsoever, or for any economic loss (including loss of profits, loss of business, depletion of goodwill or loss of business opportunity) whether foreseen or unforeseen and whether caused by the negligence of Wilson Security or otherwise.
12.5 Wilson Security will make good any damage caused to the Premises by Wilson Security in the course of the Installation or performance of the Services, however, for the avoidance of doubt, Wilson Security shall not be responsible for the cost of repairing any pre-existing faults or damage to the Premises which is discovered in the course of the Installation and shall have no obligation to restore the Premises to its pre-installation condition following its removal of the Alarm System or any Retained Property in accordance with these Conditions.
12.6 Nothing in these Conditions excludes or limits the liability of Wilson Security for death or personal injury cause by Wilson Security’s negligence, or for any matter which it would be illegal for Wilson Security to exclude or attempt to exclude its liability or for fraud or fraudulent misrepresentation.
13. Customer’s Obligations
13.1 The Customer shall be obliged to: (i) Test the Alarm System on a monthly basis in accordance with the instructions specified on the Website and/or as otherwise provided by Wilson Security from time to time. (ii) Promptly report any defects in the Alarm System and/or Services to Wilson Security. (iii) Ensure that the Alarm System is at all times kept safely and properly used and in connection therewith, the Customer shall: (a) while the Alarm System is not in use, ensure that the electricity supplied to it is not turned off; (b) not dispose of or deal with the Alarm System in any way by, for example, trying to sell it or hire it to anyone else, or by putting it up as security for a loan, mortgage or charge, or allow the Alarm System to be seized under any legal process; (c) not move the Alarm System to another location without Wilson Security’s prior written consent; (d) not remove, tamper with or obliterate any words or labels on the Alarm System; (e) take proper care at all times to use the Alarm System in accordance with the user manual provided by Wilson Security; (f) not allow third parties to service, maintain, add to and/or remove from the Alarm System in part or in total; (g) not to engage in any action that could hinder or inhibit Wilson Security, in the provision of the Services; and (h) comply with any other requirements notified by Wilson Security from time to time.
13.2 Wilson Security reserves the right to charge for any work which it is required to carry out in relation to the Alarm System and/or the Services which is attributable to a failure by the Customer to perform the obligations specified in Clause 13.1 above or such other obligations as may from time to time, be notified by Wilson Security to the Customer in writing. Details of any applicable Charges shall be notified to the Customer at the relevant time, a non-exhaustive list of which is set out at Appendix 1.
13.3 Any reference in this clause 13 to the Alarm System shall include any pre-installed alarm system existing at the Premises which is used to provide the Services.
14. Term and Termination
The Agreement will come into existence on the Commencement Date and subject to any early termination pursuant to this Clause 14 , shall terminate on the expiry of the Minimum Term, save that, the Customer must notify Wilson Security a minimum of 30 (thirty) days prior to the expiry of the Minimum Term that it does not wish to continue the Agreement beyond the expiry of the Minimum Term and where it fails to do so, the Agreement will continue in force after the expiry of the Minimum Term and shall remain in force until the expiry of: (i) the Further Minimum Term; or (ii) where no Further Minimum Term has been agreed between Wilson Security and the Customer, shall continue in force for rolling “one year” periods, provided that, where the Agreement continues pursuant to a Further Minimum Term or a rolling “one year” period, the Customer must notify Wilson Security a minimum of 30 (thirty) days prior to the expiry of the Further Minimum Term or any applicable “one year” period, that it does not wish to continue the Agreement beyond the expiry of such term, and where it fails to do so, the Agreement shall again continue thereafter, on a rolling “one year” basis, or for such other time period as shall be agreed between the Customer and Wilson Security.Accordingly, for the avoidance of doubt, any contract period (whether the Minimum Term, Further Minimum Term or rolling “one year” period), shall (subject to the rights of early termination specified herein) continue beyond the expiry of such period unless the Customer notifies Wilson Security a minimum of 30 (thirty) days prior to the expiry of the applicable period, of their wish to terminate the Agreement on the expiry of that period.
14.2 Termination by the Customer
14.2.1 Ending the Agreement during the “Cooling Off Period”: The Customer may, without giving any reason, terminate the Agreement at any time within a period of 14 (fourteen) days following the Commencement Date by notifying Wilson Security accordingly. If the Customer terminates the Agreement under this Clause 14.2.1 and has already made payment to Wilson Security of some or all of the Charges, the following shall apply: (i) Charges paid which relate to Services which Wilson Security has not yet provided, shall be refunded by Wilson Security. (ii) Charges paid which relate to Services which Wilson Security has already provided to the Customer shall not be refunded.
14.2.2 Ending the Agreement after the “Cooling Off Period”: (i) Should the Customer wish to terminate the Agreement at any time after the Cooling Off Period, other than pursuant to Clause 14.1 above (i.e. on providing a minimum of 30 (thirty) days’ notice prior to the expiry of the applicable term) or Clause 14.2.2 (ii) below, the Customer shall be required to pay to Wilson Security a termination fee, which shall equate to the full amount of the Charges which would otherwise have been payable by the Customer to Wilson Security under the Agreement during the remainder of the Minimum Term, the Further Minimum Term, or any applicable “one year” rolling period (as the case may be), had the Customer not terminated the Agreement early. Such termination fee shall become immediately payable on termination in addition to any amount subsidised by Wilson Security to the Customer, which for the avoidance of doubt shall include any outstanding subsidised hardware costs set out in the Price List.
(ii) In the event of Wilson Security being in breach of the Agreement in any material way and failing to commence action to remedy such breach within 30 (thirty) days of Wilson Security receiving a written request from the Customer to do so, the Customer shall be permitted to immediately terminate the Agreement by notifying Wilson Security in writing and should the Customer terminate the Agreement in such circumstances, no termination fee shall be payable by the Customer and Wilson Security shall refund all Charges paid to Wilson Security by the Customer for Services not yet provided to the Customer. For the avoidance of doubt, in this event, the Customer shall remain liable for any outstanding subsidised hardware costs as set out in the Price List.
14.3 Termination by Wilson Security
14.3.1 Ending the Agreement on Notice:
Wilson Security may terminate the Agreement at any time (without reason) upon providing the Customer with at least 30 (thirty) days’ notice in writing. Upon termination by Wilson Security in accordance with this Clause 14.3.1, should the Customer have made any payment in advance for Services that have not yet been provided by Wilson Security, Wilson Security will refund such amounts to the Customer.
14.3.2 Ending the Agreement for non-payment of Charges:
Wilson Security may terminate the Agreement at any time with immediate effect by notifying the Customer in writing, if the Customer fails to pay any of the Charges by their due date for payment. Any termination of the Agreement by Wilson Security pursuant to this Clause 14.3.2 does not affect Wilson Security’s right to charge the Customer interest under Clause 11.7 above or any other rights which may be available to Wilson Security in such circumstances.
14.3.3 Ending the Agreement in the event of a breach or insolvency scenario:
Wilson Security may terminate the Agreement with immediate effect by giving written notice to the Customer if: (i) the Customer breaches any term of the Agreement (other than a breach of its payment obligations, which is dealt with instead under clause 14.3.2 above) and does not remedy the breach within 30 (thirty) days of being asked by Wilson Security to do so;
(ii) the Customer (being a company or other business entity) has a receiver, manager, examiner, administrator, administrative receiver or similar officer appointed in respect of the whole or any part of its assets or business or enter into liquidation (whether compulsory or voluntary); or (iii) the Customer (being an individual) is adjudged bankrupt or makes any composition or arrangement with their creditors or suffers distress or execution to be levied on the Premises; or (iv) the acts or omissions of the Customer or anyone acting on their behalf, prevents Wilson Security from carrying out the Services.
14.3.4 Ending the Agreement due to Unsuitability: Wilson Security may terminate the Agreement at any time with immediate effect by notifying the Customer in writing, if Wilson Security, in its absolute discretion, determines that a pre-installed alarm system located at the Premises, is not suitable for providing the Services.
14.3.5 Ending the Agreement due to the provision of invalid payment details: Wilson Security may terminate the Agreement at any time with immediate effect by notifying the Customer in writing, if Wilson Security establishes that the payment details provided by the Customer are invalid.
14.4 Alarm Codes
14.4.1 The Alarm Codes are the property of Wilson Security. Upon termination of the Agreement Wilson Security shall, upon receipt of payment of all amounts owing to it by the Customer under the Agreement, provide the Customer with the Alarm Codes, but shall not otherwise be required to provide the Alarm Codes to the Customer.
15. Changes to the Conditions
15.1 Wilson Security may revise these Conditions from time to time in its absolute discretion.
15.2 Wilson Security reserves the right to amend the Conditions at any time without notice to the Customer. Such amended Conditions shall be made available on the Website and shall be immediately incorporated and form part of this Agreement as if they were contained within this Agreement.
16. General Provisions
16.1 The Customer irrevocably grants to Wilson Security such rights over, and access to, the Premises as are necessary for Wilson Security to install the Alarm System at the Premises and/or provide the Services at the Premises and to perform on the Premises any necessary maintenance, repair, and/or other activities as are reasonably necessary to ensure proper performance of the Alarm System and the Services and in connection therewith, to bring upon, install and keep installed and operate at/on the Premises, all related operating equipment and where applicable, to remove the Alarm System and Retained Property from the Premises upon termination of the Agreement and the Customer undertakes at Customer’s own expense to procure all third party consents as shall be necessary to allow Wilson Security to access the Premises in accordance with this Clause 16.1. Wilson Security reserves the right to charge a fee for removing the Alarm System from the Premises. Where Wilson Security is prevented for any reason from having reasonable access to the Premises to remove the Alarm System, Wilson Security shall be permitted at its discretion, to invoice the Customer for the full cost of the Alarm System together with the reasonable costs incurred by Wilson Security in seeking to recover the Alarm System from the Premises.
16.3 Wilson Security shall not be liable to the Customer for any delay and/or failure by Wilson Security to provide any element of the Alarm System or the Services in accordance with the Agreement, where such delay or failure is caused by the occurrence of a Force Majeure Event. If a Force Majeure Event takes place which impacts on Wilson Security’s ability to perform its obligations under the Agreement, Wilson Security shall notify the Customer as soon as may reasonably be practicable upon becoming aware of the occurrence of such an event and thereafter, all obligations of Wilson Security which are impacted by the Force Majeure Event shall be suspended for the duration of such Force Majeure Event.
16.4 Where the Customer wishes to contact Wilson Security in writing, or is required in these Conditions to serve notice on Wilson Security in writing (for example, to terminate the Agreement), this can be done by e-mail, by hand, or by pre-paid post to the Wilson Security address set out on the Website. Where Wilson Security wishes to, or is required to, contact the Customer in writing, it shall do so by e-mail, by SMS, by hand, or by pre-paid post to the Premises. Alternatively, Wilson Security may deliver general notices to Customers by way of an online announcement on the Website, by a notice in any national newspaper or by such other method as Wilson Security deems appropriate.
16.5 Wilson Security may assign any of its rights or obligations under the Agreement without the Customer’s consent. In such circumstances, Wilson Security shall procure that the Customer is notified accordingly. The Customer shall be prohibited from assigning its rights and/or obligations under an Agreement without the consent in writing of Wilson Security
16.6 Subject to Clause 16.5 above, the Agreement is between Wilson Security and the Customer and accordingly, no other party shall have any right to enforce any of its terms.
16.7 If any provision of the Agreement (or part of a provision) is found by any court or administrative body of competent jurisdiction to be invalid, unenforceable or illegal, the other provisions will remain in force.
16.8 A waiver by Wilson Security of any breach of the Agreement by the Customer or the acquiescence of Wilson Security in any act (whether of commission or omission) which but for such acquiescence would be a breach as aforesaid shall not constitute a general waiver of the applicable term, provision or condition or of any subsequent act by the Customer which is contrary thereto. Any such waiver by Wilson Security shall be in writing.
16.9 The Agreement is governed by the laws of Ireland and any dispute and/or claim relating to the Agreement shall be governed by and construed in accordance with the laws of Ireland.
APPENDIX 1 – Schedule of charges excluding VAT
Inertia sensor €85.00
Door/Window Contact €85.00
Motion sensor €85.00
Key Fob €78.00
Smoke Detector €107.00
Decoy Box with Flashing Light €65.00
Smart Plug €95.00
Monitoring/app €20.00 per month
Current Wilson Security Monitored Smart Home Alarm installation fee €199.00
Non-essential/out of warranty Service Visit €135.00 for first hour, €65.00 per hour thereafter
Out of warranty Battery Changes Sensors €5.00
Out of warranty Battery Change Panel €35.00
Moving House/System Move €250.00
Wilson Security property security audit €100.00
Medical Pendant €150.00
Unpaid Direct Debit €10.00 Admin fee
Contract Termination Fee €175.00
New Broadband Connection Fee €135.00
New Alarm Zero Wire with sensors monthly subsidy €22.00
New Alarm Zero Wire panel only subsidy €12.00
Alarm Removal Fee €165.00