Sentinel Conditions of Sale
1. Information about us
1.1 Total Integrated Solutions Ltd (TIS) is registered in England and Wales under Company No: 490674 and our registered office is at Hamilton Way, Oakham Business Park, Mansfield, Notts, NG18 5BU
This document (the “Conditions”) forms part of an agreement between Total Integrated Solutions Ltd and the Customer. The Conditions, together with Total Integrated Solutions Ltd Standard Terms and Conditions and the Order Acknowledgement form the whole of the Agreement in accordance with which Total Integrated Solutions Ltd agrees as applicable to provide the hardware, software, and cloud storage as part of a connected care service.
2.2 Capitalised Terms in these Conditions shall mean:
Agreement: Means, in order of precedence, Total Integrated Solutions Ltd Terms and Conditions, these Conditions, and Order Acknowledgement.
Applicable Law(s): Means all applicable laws, regulations, regulatory requirements, and codes of practice of any relevant jurisdiction, as amended and in force from time to time.
Confidential Information: Means all information of a confidential nature in the disclosing party’s possession or control, whether created before or after the date of the Agreement, whatever its format and whether or not marked “confidential” including manuals; but not including information which is or comes into the public domain through no fault of the other party, was already lawfully in the other party’s possession or comes into another party’s possession without breach of any third party’s confidentiality obligation to the disclosing party, or is independently developed by or on behalf of the other party.
Customer: Means the legal entity or person so named on the Order form and anyone appearing to Total Integrated Solutions Ltd to be acting with that entities or persons authority or permission who buys or agrees to buy Services and or products.
Description: A document forming part of the Agreement which describes a Product or Service that Customers may purchase from Total Integrated Solutions Ltd.
Intellectual Property Rights: means all vested and future rights of copyright and related rights, design rights, database rights, patents, rights to inventions, trademarks and get-up (and goodwill attaching to those trademarks and that get up), domain names, applications for and the right to apply for any of the above, moral rights, goodwill (and the right to sue for passing off and unfair competition), rights in know-how, rights in confidential information, rights in computer software and semiconductor topographies, and any other intellectual or industrial property rights or equivalent forms of protection, whether or not registered or capable of registration, and all renewals and extensions of such rights, whether now known or in future subsisting in any part of the world;
Order Acknowledgement: Means written acceptance by Total Integrated Solutions Ltd of the Customers order.
Quote: Means the document that sets out the Services and Products required by the Customer.
Price: Means the total charges to be paid by the Customer for the Services and the Products.
Products Services: the service options offered by Total Integrated Solutions Ltd as described in any current document published by Total Integrated Solutions Ltd.
System: Means the Sentinel System and its components including the hardware, software, and cloud storage.
System Provider Third Party Product: Products not manufactured, supplied, or installed by Total Integrated Solutions Ltd that Total Integrated Solutions Ltd sells.
Third Party Services: Services not provided or hosted by Total Integrated Solutions Ltd but by a third party that Total Integrated Solutions Ltd resells or incorporates into the Services that Total Integrated Solutions Ltd provides under this Agreement; and
Third Party Service Provider: Means the provider of any Third-Party Services.
3.1 If there is any conflict between the terms of a Quote and Order Acknowledgement and these conditions, these conditions shall prevail.
3.2 These conditions shall apply to the exclusion of, and shall prevail over, any terms or conditions contained in or referred to in any other documentation submitted by the Customer, or in any correspondence or elsewhere, or implied by trade custom, practice or course of dealing, unless specifically excluded or varied in writing by a director or other authorised representative of Total Integrated Solutions Ltd.
4.1 This Condition of Sale commences on the date of the Order Confirmation and shall, except as expressly provided otherwise in the Agreement, continue for an Initial Term of 12 months.
4.2 After the initial Term, the platform may become a licensed entity. Should this occur then Total Integrated Solutions will offer you the Customer a licensing agreement to enable full continued service.
4.3 If no Licensing Agreement is entered into the core functionality or door entry will continue to work and the emergency call facility will still be functional, only additional system functions will cease to work in the absence of a licence.
5. Delivery, Property & Risk
5.1 The place of delivery is as stated in the Quotation.
5.2 Any delivery date specified to the Customer is an estimate and is dependant on the supply situation at the time of sale. Should there be delays within our supply chain then Total Integrated Solutions Ltd shall not be held liable for any loss of business or profits, nor any direct, indirect, or consequential loss or damages resulting from any supplier delays.
5.3 For practical reasons, Products may be delivered by instalments, which shall be communicated to the Customer.
5.4 Risk shall pass to the Customer on delivery of the Products to the Customer or to their representative. Risk means (i) a duty to take reasonable care of the Products received and (ii) Responsibility for damage caused to or by use, handling, and storage of the Products.
5.5 Notwithstanding delivery and the passing of risk in any Products, unless otherwise agreed between the parties in writing, title in the Products shall not pass to the Customer until Total Integrated Solutions Ltd has received in full (in cash or cleared funds) all sums due to it in respect of such Products.
5.6 Until Title has passed to Customer, Customer shall:
5.6.1 hold the products on a fiduciary basis as Total Integrated Solutions Ltd bailee;
5.6.2 store the Products (at no cost to Total Integrated Solutions Ltd) separately from all other products of the Customer or any third party in such a way that they remain readily identifiable as Total Integrated Solutions Ltd.’s property.
5.6.3 maintain the Products in satisfactory condition and keep them insured at the Customer’s own expense for their full price against all risks to the reasonable satisfaction of Total Integrated Solutions Ltd; and
5.6.4 no destroy, deface, or obscure any identifying mark or packaging on or relating to the products.
5.7 Total Integrated Solutions Ltd may recover payment for the Products not withstanding that title in any of the Products has not passed from Total Integrated Solutions Ltd.
5.8 The Customer shall not be entitled to pledge or in any way charge by way of security for any indebtedness any of the Products which remain the property Total Integrated Solutions Ltd but if the Customer does so, all monies owing by the Customer to Total Integrated Solutions Ltd shall (without prejudice to any other right or remedy of Total Integrated Solutions Ltd) immediately become due and payable.
5.9 Total Integrated Solutions Ltd reserves the immediate right of repossession of any Products which have not been paid for to which Total Integrated Solutions Ltd has retained tile. Such right shall be exercisable at any time after delivery or collection of the Products. Total Integrated Solutions Ltd may use or dispose of such products as it wishes.
5.10 The Customer hereby grants and shall procure that any third party which holds such Products shall grant, an irrevocable right and licence to Total Integrated Solutions Ltd employees, agents, and contractors to enter all or any premises where Products are stored without prior notice to inspect the Products or to recover them.
5.11 Without prejudice to Clause 5.4:
5.11.1 If the Customer resells or uses the Products in which title remains with Total Integrated Solutions Ltd in accordance with Clause 5.5, it shall be liable to account to Total Integrated Solutions Ltd in respect of the proceeds of sale or otherwise of such Products, whether tangible or intangible, including insurance proceeds.
5.11.2 the Customer shall maintain records of the persons to whom it sells or disposes of such Products and of the payments made by such persons for such Products and shall allow Total Integrated Solutions Ltd to inspect these records and the Products themselves on request.
5.11.3 Total Integrated Solutions Ltd may trace the proceeds of sale or otherwise of such Products.
6.1 The Customer should notify Total Integrated Solutions Ltd promptly: following delivery of any missing, incorrectly delivered, incorrect specification, or otherwise not as ordered Products, or Products which are either in damaged packaging or are visibly damaged.
6.2 Where Products can be returned to Total Integrated Solutions Ltd by the Customer under the Terms of this Agreement, they should be made available for collection by Total Integrated Solutions Ltd at a time which is mutually convenient insofar as possible. Customers should act reasonably in complying with a request by Total Integrated Solutions Ltd to collect Products at a particular time.
6.3 Notwithstanding anything herein to the contrary, Customers may only reject Products for material non-conformity with the Product Description by providing written notice to Total Integrated Solutions Ltd within seven days after delivery or otherwise the Customer shall be deemed to have accepted the Products.
7. Provision of Services
7.1 Total Integrated Solutions Ltd agrees to provide the services to the Customer as stated in the Quote and Order Acknowledgement under the terms of this Agreement and to use reasonable endeavours to provide the Services by the date agreed with the Customer. All dates and times are estimates and Total Integrated Solutions Ltd has no liability for any failure to meet any date or timing.
7.2 Total Integrated Solutions Ltd will provide the Services with the reasonable skill and care of a competent Service Provider.
7.3 If the Customer asks Total Integrated Solutions Ltd to make any change to the Services Total Integrated Solutions Ltd may ask the Customer to confirm the request in writing. If Total Integrated Solutions Ltd agrees to a change, this Agreement will be amended from the date when Total Integrated Solutions Ltd confirms the change in writing to the Customer.
7.4 The Customer acknowledges and agrees that due to the complexity of the system and its reliance on third party systems, to enable functionality, it is technically impracticable to provide completely fault free equipment and services 100% of the time and Total Integrated Solutions Ltd does not undertake to do so. The system (encompassing software and hardware) is not designed, manufactured, or intended to be fault tolerant and relies on several third-party services in order to maintain working order.
7.5 The Customer agrees that the use of the System in any application or situation where failure of the System could result in death or injury of any persons(s) shall be at your own risk and Total Integrated Solutions Ltd does not guarantee that the system will be fault tolerant or error free during such use. It is advisable to have secondary back up and verification procedures in place at all times.
8. Third Party Products and Services
8.1 The Customer acknowledges that in relation to the Services or part of the Services Total Integrated Solutions Ltd may be reselling utilising or incorporating Third Party Services, including hosted Third-Party Services. The Customer acknowledges that Total Integrated Solutions Ltd ability to procure Third Party Services may be affected by circumstances beyond its control including termination of third-party supply agreements or events affecting the Third-Party Service Provider. Total Integrated Solutions Ltd will pass to Customers, to the extent that it is permitted to do so, the benefit of any service level agreement given by the supplier of the Third-Party Services.
8.2 Total Integrated Solutions Ltd does not warranty or guarantee any Third-Party Products (including Software) but will pass to Customers, to the extent that it is permitted to do so, the benefit of any warranty or guarantee given by the manufacturer or supplier of Third-Party Products supplied by Total Integrated Solutions Ltd under this Agreement.
9. Customer Obligations
9.1 The Customer shall provide Total Integrated Solutions Ltd with any and all information and/or assistance that Total Integrated Solutions Ltd may require in order to perform the Services. The Customer shall ensure that the information is complete and accurate. Total Integrated Solutions Ltd shall not be responsible for any failure and/or delay in providing the Services if such failure and/or delay is as a result of the Customer’s failure to provide Total Integrated Solutions Ltd with the required information and/or assistance. The Customer will be liable for any administrative charges Total Integrated Solutions Ltd, or its System Provider or Third-Party Service Provider incurs as a result of information that it receives from the Customer which is incomplete or inaccurate.
9.2 The Customer will take all reasonable steps (including testing with the latest commercially available virus detection software) to ensure any software used with or in connection with the Services, not provided by Total Integrated Solutions Ltd or its System Provider or a Third Party Service Provider is not infected by viruses and/or logic bombs, worms, Trojan horses and any other types of disruptive, destructive or nuisance programs.
10. Use of the Services
10.1 The Customer shall ensure that any use of the Services shall:
10.1.1 comply with all Applicable Laws (The Data Protection Act 2018 the UK’s implementation of the General Data Protection Regulation (GDPR)
10.1.2 not contravene any terms of a licence applicable to the parties or code of practice or guidelines issued by a regulatory authority and not in any way be fraudulent or unlawful (including by sending unsolicited advertising or promotional materials and making nuisance calls);
10.1.3 be consistent with a reasonable customer’s good faith use of similar services (including complying with any reasonable instructions provided by Total Integrated Solutions Ltd or Total Integrated Solutions Ltd System Provider or Third Party Service Provider, not acting in a way that could adversely affect the provision of Services to Total Integrated Solutions Ltd or Total Integrated Solutions Ltd System Provider’s or Third Party Service Provider’s other customers and not using the Services in a way which may cause reputational damage to Total Integrated Solutions Ltd or Total Integrated Solutions Ltd System Provider or Third Party Service Provider);
10.1.4 not interfere with any third party’s rights (including such third party’s Intellectual Property Rights);
10.1.5 comply with any instructions referred to in paragraph 11.1.4 or any instructions received from Total Integrated Solutions Ltd System Provider or Third-Party Service Provider; and
10.1.6 comply with the Customers obligations under this Agreement.
11. Variations to Services
11.1 Total Integrated Solutions Ltd shall be entitled at any time:
11.1.1 for operational reasons to change the technical specification of the Services, provided that where possible any change to the technical specification does not materially affect the performance of the Services.
11.1.2 to change the way it provides the Services if Total Integrated Solutions Ltd system provider or Third-Party Service Provider changes the way it provides the Services or any part of them to Total Integrated Solutions Ltd.
11.1.3 to suspend the Services or any part of the Services:
(a) for modification or maintenance work;
(b) if the System fails or is unavailable for any reason;
(c) if the Third-Party Services fail or are unavailable for any reason
(d) to comply with the requirements of the System Provider, the Third-Party Service Provider or any regulator;
(e) because of an emergency, for reasons of security, or upon instruction by the emergency services, or any government or appropriate authority;
(f) for late payment
11.1.4 to give the Customer instructions which are reasonably necessary for reasons of health, safety or the quality of the Services provided by Total Integrated Solutions Ltd to the Customer or any other Customer; and
11.2 Total Integrated Solutions Ltd will give the Customer as much notice as possible before taking any of the above actions and if it is necessary to suspend the Services, will whenever practicable, agree with the Customer when this will happen.
11.3 Where the Services are suspended under this paragraph 11, the Customer must pay the Price for the Services and any reasonable costs incurred by Total Integrated Solutions Ltd or its System Service Provider or Third-Party Service Provider in the implementation of such suspension until this Agreement is terminated.
12.1 The Customer shall pay to TIS the Charges. The Charges are payable at the times and in the manner set out in this condition 12. Time for payment shall be of the essence.
12.2 If the estimated time for the completion of the Services specified in the Agreement is more than 30 days, TIS may submit monthly applications for payment (each an Application) until Acceptance at which time TIS shall issue its final Application. Each Application shall be for the Services completed as at the relevant Assessment Date plus any Additional Charges which have become due in the period since the previous Assessment Date.
12.3 Following the receipt of each Application the Customer shall, within 7 days following the receipt by the Customer of the Application, inform TIS in writing if it disagrees with the Application or any part of it and shall provide details in writing explaining the amounts with which it disagrees (the Disputed Amount) and the reasons for its disagreement.
12.4 If the Customer does not notify TIS that it disagrees with an Application under condition 12.3 TIS shall issue its invoice for the amounts due under the Application which invoice shall be paid by the Customer within 30 days following the date of invoice.
12.5 If the Customer notifies TIS that it disagrees with an Application under condition 12.3 TIS shall issue its invoice for the amounts due under the Application which are not disputed which invoice shall be paid by the Customer within 30 days following the date invoice. The parties shall each use their respective reasonable endeavours to resolve any Disputed Amounts in good faith.
12.6 If the estimated time for the completion of the Services is less than 30 days, TIS shall issue its invoice for the Services following Acceptance which invoice shall be paid by the Customer within 30 days following the date of invoice provided that if the Services have not been completed through no fault of TIS within 30 days following the date of commencement of the Services by TIS, TIS shall be entitled to submit an Application and the provisions set out in conditions 12.2 to 12.5 shall apply in such circumstances.
12.7 The Customer shall pay to TIS any Additional Charges which become payable under or in connection with the Agreement within thirty (30) days from receipt of an invoice from TIS without any deduction, counterclaim or set off. Time for payment shall be of the essence of the Agreement.
12.8 Unless otherwise specified in the Agreement, the Charges exclude:
(a) any ancillary expenses reasonably incurred by TIS in connection with the Services, the cost of any materials and the cost of services reasonably and properly provided by third parties. Such expenses, materials and third-party services shall be invoiced by TIS at cost plus TIS’s standard handling charge from time to time; and
(b) VAT, which TIS shall add to its invoices at the appropriate rate.
12.9 Any extraordinary increase in TIS’ cost of supplying the Product caused by any level of governmental law, regulation, tax, or other burden imposed after the date of this Agreement on the ownership, storage, processing, production, transportation, distribution, use or sale of the Product covered by this Agreement will be added to the price under this Agreement.
12.10 Total Integrated Solutions Ltd procure goods globally and thus trade in several currencies. Whilst we endeavour to honour all quotes for the validity specified within the quotation, regrettably this cannot be guaranteed due to currency fluctuations and prices may be changed without advanced notice.
12.11 Without prejudice to any other right or remedy that it may have, if the Customer fails to pay any invoice of TIS on the due date for payment, TIS may:
(a) charge interest on such sum from the due date for payment at the annual rate of 4% above the base lending rate from time to time of Barclays Bank plc, accruing on a daily basis and being compounded quarterly until payment is made, whether before or after any judgment; and/or
(b) suspend the provision of the Services (or any part of the Services) until payment has been made in full.
12.12 TIS may, without prejudice to any other rights it may have, set off any liability of the Customer to TIS against any liability of TIS to the Customer
12.1 Without prejudice to any other rights or remedies which the parties may have, either party may terminate the Agreement without liability to the other immediately on giving notice to the other if:
(a) the other party commits a material breach of any of the terms of the Agreement and (if such a breach is remediable) fails to remedy that breach within 21 days of notification in writing of the breach; or
(b) an order is made or a resolution is passed for the winding up of the other party, or circumstances arise which entitle a court of competent jurisdiction to make a winding-up order of the other party (or where the Customer is an individual, the Customer becomes subject to a bankruptcy petition or order); or
(c) an order is made for the appointment of an administrator to manage the affairs, business and property of the other party, or documents are filed with a court of competent jurisdiction for the appointment of an administrator of the other party, or notice of intention to appoint an administrator is given by the other party or its directors or by a qualifying floating charge holder; or
(d) a receiver is appointed of any of the other party’s assets or undertaking, or circumstances arise which entitle a court of competent jurisdiction or a creditor to appoint a receiver or manager of the other party, or if any other person takes possession of or sells the other party’s assets; or
(e) the other party makes any arrangement or composition with its creditors, or makes an application to a court of competent jurisdiction for the protection of its creditors in any way; or
(f) the other party ceases, or threatens to cease, to trade; or
(g) the other party takes or suffers any similar or analogous action in any jurisdiction in consequence of debt.
12.2 On termination of the Agreement under condition 12.1 for any reason:
(a) the Customer shall immediately pay to TIS all of TIS’s outstanding unpaid invoices and interest and, in respect of Services supplied but for which no invoice has been submitted, TIS may submit an invoice, which shall be payable immediately on receipt;
(b) the Customer shall pay to TIS (within 14 days of the date of termination) an amount or amounts equal to any remaining Charges which would have been due to TIS under the Agreement until the end of any applicable minimum period for a Service as specified in the Agreement (notwithstanding that such Services have not been provided due to the termination);
(c) the Customer shall return all of TIS’s equipment (or, as TIS may elect, the Customer shall allow access to TIS to the Customer’s premises to enable TIS to repossess the same). Until they have been returned or repossessed, the Customer shall be solely responsible for their safe keeping; and
(d) the accrued rights of the parties as at termination and the continuation of any provision expressly stated to survive or implicitly surviving termination, shall not be affected.
12.3 TIS may, at its discretion, suspend and/or stop access to a Service, either in whole or in part:
(a) in an event of emergency;
(b) where it is required to do so by law (including where directed to do so by a regulatory authority);
(c) to comply with an order, instruction or request of government, an emergency services organisation, or other competent administration;
(d) where TIS becomes entitled to terminate the Agreement pursuant to condition 12.1; or
(e) where it is expressed to have the right to do so elsewhere in the Agreement and shall not be liable to the Customer in respect of any such suspension.
12.4 If cancellation of an order occurs by the Customer for any reason(s) other than those set out in 12.1 then the Customer agrees to be responsible for paying any amounts due under any outstanding purchase orders where Total Integrated Solutions Ltd has committed to an order with the Supplier in respect of the Customers project. Furthermore, Cancellation will also incur costs for any goods and services supplied from the time of Order Acknowledgement to the date of cancellation, this is inclusive of, but not limited to, Administration Works and Design Works.
13.1 No variation of the Agreement shall be valid unless it is in writing and signed by or on behalf of each of the parties.
13.2 Neither party shall have any liability to the other under the Agreement if it or any of its sub-contractors or suppliers is prevented from, or delayed in, performing its obligations under the Agreement (other than the Customer’s obligation to pay the Charges) or from carrying on its business by acts, events, omissions or accidents beyond its reasonable control.
13.3 Failure to exercise, or any delay in exercising, any right or remedy provided under the Agreement or by law shall not constitute a waiver of that (or any other) right or remedy, nor shall it preclude or restrict any further exercise of that (or any other) right or remedy. No single or partial exercise of any right or remedy provided under the Agreement or by law shall preclude or restrict the further exercise of any such right or remedy.
13.4 A waiver (which may be given subject to conditions) of any right or remedy provided under the Agreement or by law shall only be effective if it is in writing and shall apply only to the party to whom it is addressed and for the specific circumstances for which it is given. It shall not prevent the party who has given the waiver from subsequently relying on the right or remedy in other circumstances.
13.5 Unless specifically provided otherwise, rights arising under the Agreement are cumulative and do not exclude rights provided by law.
13.6 If any provision of the Agreement (or part of any provision) is found by any court or other authority of competent jurisdiction to be invalid, illegal or unenforceable, that provision or part-provision shall, to the extent required, be deemed not to form part of the Agreement, and the validity and enforceability of the other provisions of the Agreement shall not be affected.
13.7 The Agreement (which includes these General Conditions) and any documents referred to in it constitute the whole Agreement between the parties and supersede any previous arrangement, understanding or Agreement between them relating to the subject matter of the Agreement.
13.8 Each party acknowledges that, in entering into the Agreement and any documents referred to in it, it does not rely on any statement, representation, assurance or warranty (Representation) of any person (whether a party to the agreement or not) other than as expressly set out in the Agreement or those documents. Each party agrees that the only remedies available to it arising out of or in connection with a Representation shall be for breach of contract. Nothing in this condition shall limit or exclude any liability for fraud.
13.9 The Customer shall not, without the prior written consent of TIS, assign, transfer, charge, mortgage, subcontract or deal in any other manner with any of its rights or obligations under the Agreement.
13.10 A person who is not a party to the Agreement shall not have any rights under or in connection with it.
13.11 Notice given under the Agreement shall be in writing, sent for the attention of the person, and to the address, email or fax number, given in the Agreement (or such address, email, fax number or person as the relevant party may notify to the other party in writing) and shall be delivered personally, sent by email, fax or sent by pre-paid, first class post or recorded delivery. A notice is deemed to have been received, if delivered personally, at the time of delivery, in the case of email or fax, at the time of transmission, in the case of pre-paid first class post or recorded delivery, 48 hours from the date of posting and, if deemed receipt under this condition is not within business hours (meaning 8:30 am to 5:30 pm Monday to Friday on a day that is a business day), at 8:30 am on the first business day following delivery. To prove service, it is sufficient to prove that the notice was transmitted email or by fax, to the email address or fax number of the party or, in the case of post, that the envelope containing the notice was properly addressed and posted.
13.12 The Agreement and any dispute or claim arising out of or in connection with it or its subject matter, shall be governed by, and construed in accordance with, the law of England and Wales and the parties irrevocably agree that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim that arises out of or in connection with the Agreement or its subject matter.