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Definitions
Entrust means
Entrust UK Limited, a private limited company
having its registered office currently at Ash
House, Fairfield Avenue, Staines, Middlesex TW18
4AB
Customer may be an individual (including an
individual designated by the Customer to use
the service for the benefit of the
Customer), firm or company who is a party to
the Agreement
Conditions means the standard terms and
conditions set out herein
Agreement means the Agreement entered into
between the Customer and Entrust which
incorporates these terms and conditions
Supervisor means any person Entrust use to
perform any of the services, whether he is
our employee, agent or contractor or is
provided under contract to Entrust
Contractor means any third party retained by
Entrust to provide services of any kind in
relation to a property
Residential Customer means a Customer
requiring the provision of services at a
residential property
Commercial Customer means a Customer
requiring the provision of services at a
commercial property, or requiring the
provision of services for its employees
Third Party Any person with an interest in
this Agreement, particularly with reference
to an Employer providing access to the
services of Entrust on behalf of its
employees
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Basis of
Agreement
2.1 These terms and conditions
shall apply to all services supplied by
Entrust and are the terms on which Entrust
agrees to provide and the Customer agrees to
accept the services.
2.2 The Customer shall be deemed
to have notice of these conditions from the
time the Customer books a service (on line,
by telephone, etc), makes available keys,
deposits keys or signs the Agreement
whichever is the earlier. By signing and
returning the Agreement the Customer and
Entrust agree to be bound by the Agreement
including these conditions to the exclusion
of all other terms and conditions, whether
written or oral.
2.3 No variation, amendment or
addition to these conditions shall be
binding upon Entrust unless it is confirmed
in writing by an authorised officer of
Entrust. In the event of any inconsistency
between the terms of the Agreement and these
conditions, these conditions shall take
precedence save where the Agreement
otherwise specifically provides.
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Charges and
Payment
3.1 The Customer must accept
and pay for the services in accordance
with this Agreement. The services are
for the Customer’s benefit only and may
not be used for the benefit of anyone
else. Customer payment of the charges in
full and on time is the essence of this
Agreement. We shall not be obliged to
refund any charge if you cancel or
terminate this Agreement.
3.2 All Entrust services are
subject to a minimum charge as specified
or notified at point of booking.
3.3 All charges stated are
exclusive of value added tax which you
must pay in addition.
3.4 Entrust services are payable
in advance for Residential Customers and
within 30 days of the date of the
invoice for Commercial Customers.
Additional service time will be charged
on an hourly basis at prevailing rates
and will automatically be debited from
the customers credit/debit card upon
completion of the service.
3.5 Entrust shall have the
right at any time to increase the
charges. Any increases will be notified
to the Customer at the time of invoice.
3.6 Entrust may charge the
Customer higher rates or double the
specified charges (or hourly and
half-hourly rates) for any services
provided out of hours, at weekends, bank
or public holidays or for specially
requested same day services.
3.7 Entrust may invoice the
Customer, and the Customer must pay any
annual, quarterly, monthly or other
periodic charges in advance of the
period to which they relate.
3.8 If charges are not paid
by the Customer on time, the Customer
must pay on demand as an additional
charge daily interest on those overdue
charges at the rate of 5% per year above
the base lending rate of HSBC plc.
Charges would run from the date those
charges were due to the date payment is
received.
3.9 The Customer must pay
all charges in full without any set-off,
counterclaim, deduction or withholding.
3.10 If the Customer does
not pay any charges on time, the
Customer agrees to pay Entrust
reasonable costs (including legal costs
on a solicitor own client basis) in
suing for and enforcing payment of those
charges.
3.11 Entrust services are
subject to a booking fee at the
prevailing rates to cover credit/debit
card transactions.
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Provision of
Services
4.1 GENERAL
– CUSTOMER’S RESPONSIBILITIES TO ENTRUST AND
TO ANY THIRD PARTIES
4.1.1 The
Customer must co-operate with Entrust and
any third parties to this Agreement in
providing the services. The Customer must
provide such access to and facilities at the
property as Entrust may need to perform the
services. The Customer agrees to permit
Supervisors to use the toilet, seating and
the telephone to contact the Customer/third
party/Entrust office or for any other matter
related to the service being provided or
emergency use.
4.1.2 The
Customer must ensure that Entrust have at
all times all keys, access cards, codes,
passwords and other means which Entrust will
need to enter the property and to provide
the services. Entrust will not be obliged to
provide any services if the Customer fails
to do so.
4.1.3 The
Customer must provide Entrust with all the
information which Entrust reasonably needs
to provide the services, including
information concerning the property and any
alterations to the property or any locks or
alarm systems. The Customer must make sure
that the information is accurate and
up-to-date, and must inform Entrust promptly
of any changes to that information.
4.1.4 The
Customer must not offer employment to or to
employ any Entrust supervisor, both during
the term of this agreement and for 12 months
afterwards. If the Customer does employ any
Entrust supervisor in breach of this clause,
then the Customer must pay Entrust the sum
of £5,000 in recognition of the loss
suffered by Entrust
4.1.5 The
Customer is responsible for the safety of
the Customer property. The Customer (and, if
applicable, its employees who utilise the
services of Entrust) must make sure the
property is safe for Entrust Supervisors,
and promptly tell Entrust about any
potential risks to safety at the property.
The Customer agrees to pay to Entrust on
demand the amount of any liability Entrust
have for personal injury or death suffered
by Entrust Supervisors as a result of the
Customer’s failure to comply with this
clause, or of the Customer’s negligence, or
any acts or omissions of the Customer’s
employees or representatives.
4.1.6 Some
services will be charged as soon as the
supervisor embarks en route to the
Customer’s property. If the Customer cancels
the service whilst the supervisor is en
route the full service charge remains due
and payable.
4.1.7
Entrust can offer additional tailor-made
services as agreed between Entrust and the
Customer, which will may be subject to
additional terms and conditions as advised
by Entrust in writing at the time the
contract is entered into. Any such
additional terms and conditions will be
annexed to the contract and signed by the
Customer to show their acceptance of these.
4.1.8 The
Customer agrees to the following terms
regarding access to the property:-
Keyless
Service
(i) Entrust
provides a keyless service for participating
employees to admit employees of Entrust to
their property before they depart from the
property. In such circumstances the
participating employees accept that the
property can only be secured by Entrust on
leaving the premises by shutting the door.
Access via
Key Collection (Payable Option)
(ii) Keys
must be made available to Entrust for
collection from a mutually agreed location.
These times are to be mutually agreed (key
collection and return times to be agreed).
(iii) Keys
will be collected and returned as instructed
at the time of booking on the Booking Form.
Entrust accepts no liability for keys once
in the control of the nominated recipient of
the key
4.2 HOME
DELIVERY ACCEPTANCE SERVICE AND GENERAL
ACCESS SERVICE
4.2.1
Entrust provides an access-only service for
any nominated third party for whatever
purpose (e.g. goods delivery, repairs,
services, etc) and accepts no responsibility
for the incorrect goods being delivered, the
condition or quality or correct installation
of the goods ordered by the Customer, or any
work undertaken by the nominated third
party. All claims in respect of incorrect
goods, the condition, quality or
installation of the goods purchased by the
Customer or any work undertaken are to be
brought against the supplier of the goods or
services.
4.2.2 Where
a Customer has personally requested the
provision of access to a property for a home
delivery or third party and requires Entrust
to provide such access the Supervisor will
wait at the property for the agreed period
of time. In the event that the home delivery
or third party has not arrived at the
property during the agreed period of time,
Entrust will remain on site only if agreed
in advance with the Customer and will charge
for waiting time in accordance with the
price list currently in force. Where access
has been arranged by Entrust as part of any
service ordered by a Customer, Entrust will
not charge for waiting time before the third
party arrives.
4.3
HOUSEHOLD SECURITY CHECKS
4.3.1
Entrust provides a Home Security check where
requested by the Customer for Customers who
are absent from their property. This service
entails checks on the property as requested
and agreed with the Customer in writing and
Entrust shall bear no liability for actions
of third parties which interfere with the
security of the property. Customers will
rely on their own property insurance in the
event of any breach of security to their
property which is not the direct result of
negligence of Entrust or its employees.
4.3.2 The
Customer must provide Entrust with contact
details for representatives who can be
contacted 24 hours a day in connection with
incidents at the property.
4.3.3 A
Supervisor will remain at the property until
the property is secure or until the customer
has been contacted and has instructed
otherwise; and where the Customer cannot be
contacted and the property requires securing
for any reason, Entrust will call a third
party to carry out such necessary works to
render the property secure and the Customer
agrees to pay any costs in relation to doing
this. Entrust will in addition charge for
waiting time in accordance with the price
list currently in force.
4.3.4 Where
a Customer requires Entrust to hand keys to
a third party nominated by the Customer, the
Customer must send written instructions (or
complete the online booking form) to Entrust
detailing the name of the person to whom the
keys are to be handed. The nominated third
party must provide identification at the
time the keys are handed over and sign an
acknowledgement of receipt.
4.3.5 Where
Entrust is required by the customer to carry
out a house check, the Customer agrees to
leave clear and concise written instructions
for any tasks to be carried out (e.g. pet
feeding and plant watering). The Customer
acknowledges that Entrust are not experts in
any of the tasks to be carried out. In
following any written instructions and
generally in providing services Entrust will
use reasonable care and judgement but will
not be liable for any loss or damage caused.
Entrust accept no responsibility for any
deficiency of service due to a lack of clear
and/or complete instructions and information
as provided by the Customer and the Customer
will be liable for payment of the service
provided.
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Customer
Warranties and Acknowledgements
The
Customer hereby warrants to Entrust and
any third parties to this Agreement
that:
The
keys handed to Entrust are the keys to
the property and that the Customer has
checked that the keys operate the locks
to the Property;
All
security information given to Entrust,
including but not limited to alarm codes
and remote reset codes, are correct;
He is
either the owner of the property or, if
he is not the owner, he has obtained
from the owner unconditional permission
to deliver the keys to the property to
Entrust;
He is
entitled to enter into the Agreement;
All
information contained in the Agreement
or otherwise from time to time provided
by the Customer to Entrust whether
orally or in writing is true and
accurate in all respects;
He will
notify Entrust of anything that might
affect or compromise the health and or
safety of any Entrust employee or agent.
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Security
6.1 All
Customer details, credit card details, alarm
codes, key identification numbers and passwords
are held on a secure computer database.
6.2 All keys
are kept unmarked (except for a security tag
showing the key identification number). A
Supervisor will only be able identify the
Customer, the property and the key upon receipt
of the job sheet.
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Limitation of
Liability
7.1 Charges are
based upon Entrust liability and that of any
third parties to this Agreement being limited
and excluded as set out in this Agreement.
Entrust have no knowledge or control over the
nature, value or contents of the Customer
property, and the Customer is responsible for
maintaining adequate property insurance in
respect of the specified property and their
contents
7.2 Whilst
Entrust carries what it regards as adequate and
sufficient insurance in relation to the
provision of services, the Customer acknowledges
that this does not in any way obviate the need
for the Customer to obtain and maintain adequate
insurance in respect of the Customer’s property,
household, contents and other property.
7.3 The
company’s liability to the Customer in respect
of any one claim or series of claims arising out
of any one occurrence, act or omission or any
connected series of occurrences, acts or
omissions shall be limited.
7.4 Neither
Entrust nor any third parties to this Agreement
shall in any circumstances whatsoever be liable
for any indirect or consequential loss or damage
of any kind suffered by the Customer in the
provision of services.
In particular neither Entrust nor any third
parties to this Agreement shall be liable for
any loss or damage suffered by the Customer as a
result of a password being passed to or used by
a third party.
Neither Entrust nor any third parties to this
Agreement shall be liable for any loss or damage
suffered as a result of the keys being handed to
a nominated third party in accordance with
clause 4.3.4.
Neither Entrust nor any third parties to this
Agreement shall be liable to the Customer or be
deemed to be in breach of this agreement by
reason of any delay in performing, or any
failure to perform any services requested by the
Customer, if the delay or failure is due to any
cause beyond the control of Entrust. Entrust may
also by notice suspend performance of this
Agreement and the services, in whole or in part,
if Entrust are delayed in performing or unable
to perform the services due to a Force Majeure
event. Without prejudice to the generality of
the foregoing, the following shall be regarded
as causes beyond Entrust control, including but
not limited to; failure of information
technology caused solely by the acts or
omissions of any third party, act of god, storm,
lightening, explosion, flood, failure of power
supply, tempest, fire, accident, war, threat of
war, sabotage, insurrection, traffic conditions,
civil disturbance or requisition, acts,
restrictions, regulations, bye-laws,
prohibitions or measures of any kind adopted by
the Government, Parliamentary bodies, local
authorities or the European Parliament, strikes,
lock-outs or other industrial actions or trade
disputes (whether involving employees of Entrust
or of a third party), or breakdown in machinery
or vehicles, or any inability to procure or
shortage of materials or labour.
7.5 Where the
Customer requires the provision of a service
which necessitates Entrust recommending a
Contractor, Entrust confirms that it will use
its reasonable endeavours to ensure that:
any contractor recommended has public liability
insurance;
where requested by the Customer Entrust will
supervise the Contractor's use of and entry to
and exit from the property; and
a Contractor is best suited/able to meet the
needs of the Customer.
7.6 Entrust do
not provide any of the services for which
Contractors might be required and consequently
give no warranty as to the quality of the work
to be provided by a Contractor.
7.7 Whilst
Entrust will take reasonable steps to ensure
compliance with their obligations to Customers,
neither Entrust nor any third parties to this
Agreement shall be liable for any loss or damage
caused by a Contractor. Liability for any damage
or loss caused by the acts of Contractors shall
be subject to claims between the Customer and
the Contractor and neither Entrust nor any third
parties to this Agreement will accept any
responsibility for either pursuing a claim
against a Contractor on a Customer’s behalf or
contributing towards any sums claimed due to the
acts or omissions of the Contractor.
7.8 If the
Customer intends to institute proceedings at any
time against a Contractor, Entrust will assign
to the Customer benefit of any contact which it
may have with the Contractor and will supply to
the Customer all such documentation as is in its
possession and which may be relevant to such
proceedings.
7.9 Subject as
expressly provided in these conditions and
except as provided in the Unfair Agreement Terms
Act 1977, all warranties, conditions, and other
terms implied by statute or common law are
excluded to the fullest extent permitted by law.
7.10 In the
event that a Customer’s keys are lost as a
result of any act or omission of Entrust,
Entrust shall notify the Customer forthwith and
advise the Customer to change its locks. Entrust
shall reimburse the Customer for the cost of
suitable replacement locks on presentation of
proof of purchase (up to a maximum of £100). At
the earlier of the time when the Customer’s
locks are changed or 2 days after Entrust
notifies the Customer of the loss Entrust shall
cease to have any liability whatsoever (other
than the cost of replacing the locks) in respect
of or arising out of the loss of the keys.
7.11 Entrust
may on occasions need to post keys to its
members of staff. Any keys posted in this manner
will not identify the address of the property
and will be posted using Royal Mail Special
Delivery Next Day Service. Keys posted in this
way will be subject to Royal Mail's terms and
conditions for this service, which includes
compensation of up to £50 for loss or damage to
the keys, and up to £1,000 liability with regard
to consequential loss. Any such claims must be
made by the Customer against Royal Mail and
Entrust will provide all relevant receipts to
the Customer to enable it to pursue any such
claim.
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Termination and
Cancellation
8.1 Either party
shall be entitled to terminate this agreement
without giving any reason upon giving 7 days written
notice to the other party.
8.2 If any charges
become overdue under this Agreement, and the
Customer does not pay them within 7 days of notice
from Entrust, then Entrust may terminate this
Agreement immediately by written notice to the
Customer and shall be entitled to destroy the keys
in relation to the property.
8.3 Without
prejudice to any other remedies Entrust may have,
the Agreement may be terminated by Entrust forthwith
by notice in writing to the customer if any of the
following shall occur:
- the Customer commits a breach of the Customers
obligations
- the Customer (being an individual) commits an act
of bankruptcy
- the Customer (being a corporation) goes into
liquidation other than for purposes of
reconstruction or amalgamation or shall have
appointed a receiver or administrative receiver over
any of its assets or has as administration order
made against it or makes any voluntary arrangement
or composition for the benefit of its creditors or
ceases to carry on business.
8.4 If this
Agreement is terminated, then Entrust may
immediately stop providing the services.
8.5 Cancellations
must be made at least 48 hours in advance of the
date of the service.
8.6 Cancellations
made within 48 hours of the booked service will be
liable to half the service unit being deducted.
8.7 Cancellations
made on the same day of the booked service will
incur a whole service unit being deducted.
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General
9.1 The Agreement
shall be governed and constructed in accordance with
English Law and both parties shall submit to the
exclusive jurisdiction of the Courts of England and
Wales.
9.2 If at any time
one or more of the provisions of these terms and
conditions shall become or be declared invalid,
illegal or unenforceable in any respect under any
law, the validity and enforceability of the
remaining provisions hereof shall not in anyway be
affected or impaired thereby.
9.3 No-one other
than the parties to this Agreement shall have the
benefit of or be entitled to enforce or rely on any
term of this Agreement.
9.4 Entrust may
employ and engage the services of third parties for
the purposes of fulfilling the Agreement.
9.5 This Agreement
is the entire agreement between the Customer and
Entrust and it replaces all other agreements between
the Customer and Entrust relating to the specified
services. The Customer acknowledges that they do not
rely on any representations made by Entrust at any
time in connection with the services except for
representations stated in writing this Agreement.
9.6 Entrust and the
Customer agree to keep confidential and not to
disclose any information concerning the other’s
business affairs which either Entrust or the
Customer obtain as a result of this Agreement or the
performance of the services.
9.7 The waiver or
forbearance or failure of a party in insisting in
anyone or more instances upon the performance of any
provisions of the Agreement shall not be construed
as a waiver or relinquishment of that party's rights
to future performance of such provisions and the
other party's obligations in respect of such future
performance shall continue in full force and effect.
9.8 Entrust shall
be entitled at its discretion and having given 90
days written notice to the customer to assign this
Agreement to any third party, but this Agreement
shall not in any event be assignable by the
Customer.
9.9 Notices under
this Agreement must be in writing and sent by hand,
recorded delivery or first class post to the address
set out in this Agreement
In the event of a
Customer being dissatisfied with the services
received and wishes to complain he should do so in
writing to the Customer Services Director within 7
days. Entrust will endeavour to ensure all Customer
concerns and complaints are resolved quickly and
amicably.
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Data Protection
Entrust will enter and store the Customer's personal
details on a computer database for the purpose of
fulfilling Entrust obligations under this Agreement.
Entrust will also use the Customer's personal
details to inform them of current pricing and new
offers and services provided by Entrust. By signing
and returning a copy of this Agreement the Customer
agrees to such use of their personal details.
Subject to condition 9.8 Entrust will not pass
Customers' details to any third party.
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Confidential
Information
11.1 The parties to
this Agreement agree to keep confidential all
information and correspondence relating to both
parties and their businesses and;
11.2 All business
practices and processes employed by Entrust in the
operation of its business
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