These Business Terms apply to business-to-business contracts for security and related services. They do not govern use of the website alone (see our Website Terms).
1. Who we are
Armour Security Deployment Limited (trading as "Armour Security" and referred to in these Terms as "ARMOUR", "we", "us" or "our") supplies the Services.
Company number: 06231803
Registered in England and Wales
Registered office: Leigh Marina, High Street, Leigh-on-Sea, Essex, SS9 2ES, United Kingdom
VAT registration number: GB911822349
Email: info@armoursecurity.com
2. Definitions and interpretation
In these Terms:
"Assessment" means any assessment prepared by ARMOUR from time to time in respect of the Client's possible need for Services.
"Client" means the purchaser of the Services as specified in the Order Form.
"Confidential Information" means information (whether written, oral or in electronic form) supplied by a party which relates to that party and which is commercially sensitive, expressed to be confidential or by its nature should be considered confidential, including trade secrets, intellectual property information, or information which could reasonably be of value to competitors.
"Contract" means the Order Form and these Terms (and any document expressly incorporated by them).
"Contract Year" means a period of 12 consecutive months commencing on the Service Date or any anniversary of the Service Date.
"Data Protection Law" means the UK GDPR, the Data Protection Act 2018, the Privacy and Electronic Communications (EC Directive) Regulations 2003, and any successor or related UK law.
"Equipment" means the goods specified in the Order Form including (without limitation) any security doors, screens, temporary CCTV / video verification systems and/or alarm systems specified in the Order Form.
"Initial Fee" means a non-refundable initial or similar fee (if any) specified in the Order Form.
"Order Form" means the order form or equivalent written confirmation issued by ARMOUR to the Client relating to the Services.
"Personal Data", "Controller", "Processor", "Processing", "Data Subject" and "Supervisory Authority" have the meanings given in Data Protection Law.
"Service Charge" means the amount payable in respect of the Services as specified (subject to clause 4) in the Order Form.
"Service Date" means the date or dates set out in the Order Form on which the provision of Services will start.
"Services" means the services and Equipment ARMOUR agrees to provide the Client from time to time including (without limitation) the provision, installation, inspection and maintenance of Equipment and the provision of property-related maintenance, cleaning, alarm monitoring, inspection, keyholding, alarm response, guarding, caretaking, vacant property and waste removal services specified in the Order Form.
"Site" means the site or sites identified in the Order Form for the performance of the Services and, where there is more than one, a reference to an "Individual Site" is to one of them.
"Sub-Contractors" means the contractors or affiliated companies that ARMOUR appoints from time to time to provide the Services in whole or in part.
"Terms" means the provisions set out in this document.
"UK GDPR" means retained Regulation (EU) 2016/679 as it forms part of the law of England and Wales, Scotland and Northern Ireland by virtue of section 3 of the European Union (Withdrawal) Act 2018.
Words in the singular include the plural and vice versa. References to any gender include all others. References to legal persons include natural persons and vice versa. Headings are for convenience only and do not affect interpretation. A reference to legislation is to that legislation as amended or re-enacted from time to time.
3. Orders for Services
3.1 An order will not bind ARMOUR unless and until it has been accepted by ARMOUR in writing. The Contract is formed when ARMOUR issues a written acceptance or countersigned Order Form.
3.2 ARMOUR will use reasonable endeavours to provide the Services on the dates specified in the Order Form. Time of delivery of the Services is not of the essence.
3.3 Title to any Equipment provided as part of the Services remains with ARMOUR at all times unless the Order Form expressly states otherwise in writing.
3.4 These Terms apply to the Contract. ARMOUR is not prepared to provide the Services on any other terms. Acceptance of the Services is treated as acceptance of these Terms. These Terms prevail unless expressly varied in a writing signed by a director or senior manager of ARMOUR.
3.5 Except as expressly stated in these Terms: (a) all other terms, conditions, representations or warranties whether oral or contained or referred to in any order, letter, form of contract, document or communication sent by the Client to ARMOUR are excluded; and (b) all terms, conditions, warranties, stipulations and statements that would otherwise be implied or imposed by statute, at common law, by a course of dealing or otherwise are excluded to the fullest extent permitted by law.
3.6 Any statement, description, representation, information, warranty, condition or recommendation contained in any catalogue, price list, advertisement or communication, or made orally by any of ARMOUR's employees or agents, will not enlarge, vary or override these Terms. In the event of any conflict between these Terms and the Order Form, these Terms prevail unless the Order Form expressly states that a named clause of these Terms is varied.
4. Payment terms
4.1 The Client may need to pay any Initial Fee prior to the Service Date. After this the Client must pay the Service Charge as specified in the Order Form. All amounts specified exclude VAT, which is payable in addition at the applicable rate.
4.2 The Client must pay any sums due under the Contract within 30 days after the date of the relevant invoice, unless a different period is stated in the Order Form. Payment must be made in full. The Client is not entitled to exercise any set-off, counterclaim, deduction, lien or similar right or claim against sums due to ARMOUR. Time of payment is of the essence.
4.3 All sums due and owing become immediately due and payable on the occurrence of an event giving ARMOUR a right to terminate under clause 15.
4.4 ARMOUR may vary this clause 4 on not less than 5 days' prior written notice to the Client; the revised payment terms apply from expiry of that notice.
4.5 ARMOUR may from time to time increase or decrease the Service Charge. ARMOUR will give the Client not less than 30 days' prior written notice of any change to the Service Charge; the revised Service Charge takes effect from expiry of that notice. If the Client does not accept an increase, the Client may terminate under clause 15.1 by notice expiring on or before the effective date of the increase.
4.6 Without affecting any other rights, if a qualifying debt under the Late Payment of Commercial Debts (Interest) Act 1998 is not paid by the due date, ARMOUR may claim: (a) statutory interest at the rate from time to time prescribed under that Act (currently the Bank of England base rate plus 8% per annum, simple interest); and (b) the fixed compensation sum under section 5A of that Act (£40 for debts under £1,000; £70 for debts of £1,000 or more but less than £10,000; £100 for debts of £10,000 or more), plus any further reasonable recovery costs to the extent they exceed the fixed sum. Interest runs from the day after the due date until cleared funds are received.
5. Warranties and nature of the Services
5.1 ARMOUR warrants that: (a) the Services and any Equipment provided will materially comply with any specification or description in the Order Form; (b) the Services will be provided with reasonable care and skill; and (c) reasonable steps will be taken to ensure that the Equipment is in working condition as at the Service Date. The Contract does not constitute a sale or supply by description or sample.
5.2 Unless otherwise stated in these Terms, ARMOUR does not give any warranties or assurances (express or implied) as to the suitability or fitness of the Equipment or Services for any particular purpose.
5.3 The Services are intended to provide a reasonable deterrent to unauthorised access, to detect the presence of certain events, or to provide other agreed services (for example cleaning, rubbish clearance or disconnection of utilities). ARMOUR does not warrant or guarantee that the Services will prevent unauthorised access to, or any event, occurrence, damage or leak at, a Site. The Client agrees that ARMOUR is not liable for loss or damage to the Site or any fixtures, fittings or personal property at the Site arising from unauthorised access or from any event, occurrence or leak at the Site, except to the extent caused by ARMOUR's proven failure to exercise reasonable care and skill and subject always to clause 11.
5.4 It is the Client's responsibility to insure the Site and all fixtures, fittings and personal property at the Site (see clause 9).
6. The Site
6.1 The Client grants ARMOUR a licence for the duration of the Contract to enter the Site at any time and without notice for the purpose of: (a) performing the Services; (b) inspecting and maintaining the Equipment; and/or (c) removing the Equipment. ARMOUR may enter the Site by force where reasonably necessary to carry out ARMOUR's obligations under the Contract or to exercise its rights.
6.2 The Client acknowledges that: (a) the provision of the Services and any forced entry may cause loss or damage to or at the Site, and it is fair and reasonable that ARMOUR is not liable for loss, damage or costs relating to the Site (including without limitation broken glass, fixtures, fittings, decorations and personal property) arising from the performance of the Services and/or the exercise of its rights under the Contract, except to the extent caused by ARMOUR's proven failure to exercise reasonable care and skill and subject always to clause 11; (b) ARMOUR may rely on information relating to the location of the Site and the Client as supplied by or on behalf of the Client, without obligation to verify it or correct errors or omissions; and (c) where the Services include alarm, monitoring, inspection or guarding services, ARMOUR will within a reasonable period after any Site attendance take reasonable steps to notify the Client of material incidents using the contact details provided by the Client, but ARMOUR is not obliged to contact any emergency services unless expressly agreed in the Order Form or required by law.
7. The Equipment
7.1 Any Equipment installed at the Site is left at the Client's risk and must be returned to ARMOUR upon completion of the Services or earlier termination. The Client should insure the Equipment. If the Equipment is lost or damaged beyond fair wear and tear, ARMOUR may require the Client to pay for replacement or repair.
7.2 The Client must not move, take down, re-locate, dismantle, refit, repair, service or damage the Equipment and must not permit any person (other than ARMOUR and its Sub-Contractors) to do so. The Equipment is provided solely for the benefit of the Client for the duration of the Contract. The Client must not sell, sub-hire, part with possession of, charge or encumber the Equipment.
8. Assessments
Where ARMOUR performs an Assessment in respect of the Site, it is limited to ascertaining which of ARMOUR's services the Client may find beneficial and is solely for the benefit of ARMOUR regardless of who requested it. ARMOUR does not warrant that any Services detailed in an Assessment will prevent any loss or damage, and ARMOUR is not liable in relation to recommendations made in an Assessment, subject always to clause 11.
9. Insurance
9.1 The Client must maintain, for the duration of the Contract and while any Equipment remains at the Site, adequate insurance for: (a) the Site and its contents against usual property risks; and (b) the Equipment against loss or damage, for its full replacement value.
9.2 ARMOUR will maintain such public liability and employers' liability insurance as is appropriate to its business and as required by law, and such other cover as ARMOUR considers reasonable for the Services.
9.3 On written request, each party will provide the other with reasonable evidence of the insurance required under this clause.
10. SIA licensing and regulatory compliance
10.1 Where the Services involve licensable conduct under the Private Security Industry Act 2001, ARMOUR will use individuals who hold a valid licence from the Security Industry Authority (SIA) for the relevant activity, or who are otherwise lawfully entitled to carry out that activity.
10.2 ARMOUR is an SIA Approved Contractor for Security Guarding and Key Holding (ACS reference ARSEDESC01, as published on the SIA register from time to time). ACS status may change; the live SIA register prevails.
10.3 The Client must not require ARMOUR or its personnel to carry out any activity that would be unlawful, including any activity requiring an SIA licence that is outside the scope of the Order Form.
11. Limitations of liability
11.1 The parties agree that the limitations and exclusions in this clause 11 are reasonable given the nature of the Services, the Service Charge, the availability of insurance to the Client, and the fact that the Services are a deterrent and detection aid and not a guarantee against loss.
11.2 Subject to clause 11.5, ARMOUR's aggregate liability to the Client for any loss or damage of any nature and however caused in any Contract Year in connection with an Individual Site is limited to, and will not exceed, the amount paid by the Client for the Services at that Individual Site during that Contract Year.
11.3 Subject to clause 11.5, ARMOUR's aggregate liability in connection with all Sites and all Contract Years under the Contract will not exceed the limit of indemnity available to ARMOUR under its applicable insurance policy in respect of the relevant claim (or, if lower, the amount actually recovered by ARMOUR under that policy).
11.4 Subject to clause 11.5, ARMOUR will not be liable to the Client for: (a) loss of profit, loss of revenue, loss of business, loss of contracts, loss of anticipated savings, loss of or damage to reputation or goodwill, or any other pure economic loss, in each case whether direct or indirect; (b) indirect, special or consequential loss or damage; or (c) loss to the extent that the value of the claim is recoverable by the Client under any insurance policy or has been or will be made good or compensated for without cost to the Client.
11.5 Nothing in the Contract limits or excludes liability for: (a) death or personal injury caused by negligence; (b) fraud or fraudulent misrepresentation; or (c) any other liability that cannot be limited or excluded by applicable law (including under the Unfair Contract Terms Act 1977).
11.6 The limitations in this clause 11 apply to liability in contract, tort (including negligence), breach of statutory duty, misrepresentation or otherwise.
12. Right to sub-contract
ARMOUR may from time to time sub-contract some or all of its obligations under the Contract. ARMOUR remains responsible to the Client for the acts and omissions of Sub-Contractors as if they were ARMOUR's own. Any rights or limitations under the Contract applicable to ARMOUR also apply to Sub-Contractors.
13. Staff non-solicitation
13.1 During the Contract and for 12 months after its termination or expiry, the Client must not, directly or indirectly, solicit, entice away or employ (or attempt to do so) any employee, worker or contractor of ARMOUR who was materially involved in providing the Services, without ARMOUR's prior written consent.
13.2 This clause does not prevent the Client from recruiting a person who responds to a bona fide public advertisement without targeted solicitation.
14. TUPE
14.1 The parties do not intend that the Transfer of Undertakings (Protection of Employment) Regulations 2006 (TUPE) will apply to the start or end of the Services, or to any change of provider, except where TUPE applies by operation of law.
14.2 If either party believes TUPE may apply, it must notify the other promptly in writing. The Client warrants that it has provided ARMOUR with all information reasonably required to assess any TUPE risk before the Service Date.
14.3 Unless the Order Form expressly provides otherwise, the Client will indemnify ARMOUR against employment-related claims, costs and liabilities arising from any transfer (or alleged transfer) of Client or incumbent-provider staff to ARMOUR under TUPE that was not disclosed to ARMOUR in writing before the Service Date.
15. Termination
15.1 Either party may terminate the Contract by giving the other not less than 30 days' prior written notice. Termination takes effect on expiry of the notice.
15.2 ARMOUR may, without affecting its other rights or remedies, suspend delivery or performance of some or all of its obligations under the Contract and/or terminate the Contract and/or all other contracts with the Client with immediate effect by written notice if: (a) the Client is in breach of any obligation under the Contract or any other contract with ARMOUR and, if remediable, fails to remedy within 14 days of written notice; (b) distress or execution is levied against the Client's property or assets; (c) the Client makes or offers any arrangement or composition with its creditors; (d) the Client is declared or deemed bankrupt or insolvent; (e) a petition for bankruptcy, winding-up or administration is presented in respect of the Client and is not dismissed, withdrawn or otherwise disposed of within 14 days after service; (f) a receiver, administrative receiver or administrator is appointed in respect of the Client or any of its assets; (g) a resolution for winding up or appointment of an administrator or receiver is proposed or passed; and/or (h) in ARMOUR's reasonable opinion the Client is unable to pay its debts as they fall due.
16. Consequences of termination
16.1 Upon termination or expiry of the Contract for any reason, and without affecting other rights or remedies: (a) if termination is because of the Client's breach, all sums due and owing become immediately due and payable on the date the termination notice becomes effective; (b) any Initial Fee remains non-refundable even if termination occurs before performance of some or all of the Services; (c) subject to clause 16.1(d), ARMOUR will agree a date for removal of any Equipment from the Site and the Contract continues to apply to that removal even if it occurs after the termination date; (d) ARMOUR may leave Equipment at the Site until the Client has paid all sums due; (e) until Equipment is returned in the condition required under the Contract, the Service Charge continues to accrue and remain payable in respect of that Equipment.
16.2 Termination or expiry does not affect accrued rights, remedies or liabilities, or any provisions that are intended to continue (including clauses 7, 9, 11, 13, 14, 16, 17, 18, 19 and 20).
17. Confidentiality
17.1 Each party will, unless required by law, a court or a regulator: (a) use and disclose the other party's Confidential Information only for performing the Contract; and (b) take reasonable steps to protect that Confidential Information against unauthorised use, disclosure or access.
17.2 The restrictions in this clause do not apply to information that: (a) is or becomes public other than through breach of this clause; (b) was lawfully known to the receiving party free from confidentiality obligations before disclosure; or (c) is used or disclosed with the other party's prior written consent.
17.3 ARMOUR may disclose the Client's Confidential Information to any representative of the Client from whom ARMOUR received initial instructions to provide the Services, and to Sub-Contractors and professional advisers under equivalent confidentiality obligations.
18. Data protection (UK GDPR Article 28)
18.1 Each party will comply with Data Protection Law in connection with the Contract. ARMOUR's public-facing privacy information is in our Privacy Policy at https://armoursecurity.com/privacy-policy.
18.2 Where ARMOUR Processes Personal Data as Controller (for example account, billing and enquiry data about the Client's staff), ARMOUR does so under its Privacy Policy and applicable law.
18.3 Where ARMOUR Processes Personal Data on the Client's documented instructions as Processor (for example images and related records from temporary CCTV / video verification or similar monitoring deployed for the Client), the following apply as the Article 28 contract terms:
- (a) Subject matter and duration: Processing of Personal Data captured or handled in providing the Services, for the term of the Contract and any post-termination retention required by law or the Contract.
- (b) Nature and purpose: incident detection and verification, response coordination, client reporting, and supporting investigations or legal claims, as described in the Order Form and Client instructions.
- (c) Types of Personal Data and Data Subjects: images and related metadata of persons at or near a Site; and any other categories stated in the Order Form.
- (d) Client instructions: ARMOUR will Process only on documented instructions from the Client unless required by UK law, in which case ARMOUR will inform the Client before Processing where legally permitted.
- (e) Confidentiality: ARMOUR will ensure persons authorised to Process the Personal Data are under an appropriate duty of confidence.
- (f) Security: ARMOUR will implement appropriate technical and organisational measures under UK GDPR Article 32.
- (g) Sub-processors: the Client authorises ARMOUR to use Sub-Contractors as sub-processors for the Services. ARMOUR will impose equivalent data-protection obligations and remains liable to the Client for their Performance of those obligations. ARMOUR will inform the Client of intended changes to sub-processors on request.
- (h) Data Subject rights and assistance: taking into account the nature of Processing, ARMOUR will assist the Client with Data Subject rights requests, security incidents, data protection impact assessments and consultations with the Supervisory Authority, as reasonably required.
- (i) Breach notification: ARMOUR will notify the Client without undue delay after becoming aware of a Personal Data breach affecting Client-instructed Processing.
- (j) Deletion or return: at the end of the Services relating to Processing, ARMOUR will, at the Client's choice, delete or return Personal Data and delete existing copies unless UK law requires storage.
- (k) Information and audits: ARMOUR will make available information necessary to demonstrate compliance with this clause 18.3 and allow audits by the Client or a mandated auditor on reasonable written notice, no more than once per Contract Year unless a breach is reasonably suspected, during business hours and without disrupting operations.
- (l) International transfers: ARMOUR will not transfer Personal Data outside the UK unless appropriate safeguards under Data Protection Law are in place or an adequacy regulation applies.
18.4 Routine non-incident CCTV / video verification footage is typically retained for up to 30 days, unless a longer period is needed for a live incident, insurance matter, legal claim or Client instruction, or where a different retention period is stated in the Order Form.
18.5 The Client warrants that it has a lawful basis and all necessary notices and signs for any monitoring at the Site, and that its instructions to ARMOUR are lawful.
19. Force majeure
Save in respect of the Client's payment obligations, neither party is liable for failure or delay in performing any obligation under the Contract to the extent performance is prevented, frustrated, hindered or delayed as a direct result of a cause beyond that party's reasonable control, including (without limitation) natural disaster, epidemic, national emergency, government action, war, terrorism, riot, fire, flood, official or unofficial industrial action (excluding action limited to that party's own workforce where caused by that party's breach), utility failure, or breakdown of machinery. If the delay continues for more than 60 consecutive days, either party may terminate the Contract by written notice without liability for that termination.
20. Third party rights
20.1 The parties named in the Order Form are the only parties to the Contract. The Client warrants that it is not acting as agent for any other person in respect of the Services. If any person signs the Order Form as agent for the Client, that person warrants that they have full authority to do so, to agree the Service Charge and to commit the Client to the Contract.
20.2 Except as expressly stated, a person who is not a party to the Contract has no right to enforce any of its terms under the Contracts (Rights of Third Parties) Act 1999. The parties may amend or terminate the Contract without a third party's consent.
21. General
21.1 Waiver. Delay in exercising, partial exercise of, or failure to exercise any right or remedy in connection with the Contract does not operate as a waiver of that right or remedy and does not constitute a waiver of any subsequent breach.
21.2 Severability. If any provision of the Contract is held illegal, invalid or unenforceable in whole or in part, that provision (or part) is severed and the remainder continues in full force.
21.3 Entire agreement. The Contract is the entire agreement between the parties in respect of its subject matter and supersedes all prior negotiations, representations, warranties and agreements relating to that subject matter. Each party agrees that in entering into the Contract it does not rely on any representation not expressly set out in the Contract, except that nothing in this clause limits or excludes liability for fraud or fraudulent misrepresentation.
21.4 Variation. Except as stated in these Terms, any variation of the Contract is effective only if in writing and signed by or on behalf of both parties.
21.5 Notices. Notices under the Contract must be in writing and delivered by hand, pre-paid post or email to the addresses set out in the Order Form (or updated in writing). Email notices to ARMOUR must be sent to info@armoursecurity.com (and any other address stated in the Order Form). Notices are deemed received: if delivered by hand, on delivery; if posted, two business days after posting; if emailed, on sending provided no delivery-failure notice is received.
21.6 Assignment. The Client may not assign, transfer or charge its rights or obligations under the Contract without ARMOUR's prior written consent. ARMOUR may assign or novate the Contract to a purchaser of its business or assets on written notice to the Client.
21.7 Governing law and jurisdiction. The Contract is governed by the law of England and Wales. The parties submit to the exclusive jurisdiction of the courts of England and Wales.
Contact for contract notices and queries: info@armoursecurity.com