T&Cs

VERSION 25, December 2025

GALECO COMMUNICATIONS LTD

STANDARD TERMS & CONDITIONS OF QUOTATION, SUPPLY, INSTALLATION, MAINTENANCE, MONITORING & LICENSING

IMPORTANT – GOVERNING TERMS
These Standard Terms & Conditions apply to all quotations, orders, contracts and services provided by Galeco Communications Ltd and supersede all prior terms and conditions, agreements, understandings and representations, whether written or oral.
No purchase order terms, framework terms, subcontract terms or other Client conditions shall apply unless expressly accepted in writing by a Director of Galeco. By instructing Galeco to proceed with the Works and/or Services, the Client confirms acceptance of these Terms & Conditions in full.

1. DEFINITIONS AND INTERPRETATION

1.1 In these Conditions, unless the context otherwise requires:

• “Galeco” means Galeco Communications Ltd (company number 2388429) whose registered office is at 3 Richfield Place, Richfield Avenue, Reading, Berkshire, RG1 8EQ.
• “Client” means the company, firm or organisation purchasing Goods and/or Services from Galeco.
• “Contract” means the agreement between Galeco and the Client comprising the Quotation, any attached Schedules and these Conditions.
• “Quotation” means Galeco’s written proposal, estimate or tender for the supply of Goods and/or Services.
• “Goods” means any equipment, hardware, materials or parts supplied by Galeco under the Contract.
• “Services” means any design, installation, commissioning, configuration, programming, training, maintenance, monitoring, connectivity, licence administration or other services supplied by Galeco under the Contract.
• “System” means the fire, intruder, access control, CCTV, intercom, monitoring, networking or associated system(s) to which the Goods and/or Services relate.
• “Site” means the premises stated in the Quotation at which the System is installed, maintained or monitored.
• “Working Hours” means 08:30 to 17:00 Monday to Friday, excluding Bank Holidays in England.
• “PPM” means planned preventative maintenance.
• “Monitoring Service” means remote receipt, handling and processing of alarms, signals and events via Galeco’s control room or a third-party alarm receiving centre.
• “Connectivity Service” means any managed 4G router, fixed line, IP connectivity, VPN or similar communications path supplied or managed by Galeco.
• “Licence” means any software, firmware, cloud, platform or subscription licence supplied, resold or administered by Galeco.
• “Design” means the selection, specification and layout of devices, cabling, programming and cause-and-effect logic for a System.
• “Takeover” means Galeco assuming maintenance and/or monitoring responsibility for a System not originally installed by Galeco.
• “Force Majeure Event” has the meaning given in Clause 26.
• “Works” means the installation, commissioning, configuration and related activities to be carried out by Galeco under the Contract, as described in the Quotation.
• “Contract Price” means the total price payable by the Client for the Goods and/or Services under the Contract, excluding VAT.
• “Practical Completion” means the stage at which the System has been installed, commissioned and is available for beneficial use subject only to minor items that do not materially affect operation, as described in Clause 18.1.
• “Defects Liability Period” means the 12-month period following Practical Completion during which workmanship defects will be remedied in accordance with Clause 18.
• “Variation” means any change to the scope, specification, programme, Site conditions, System requirements or other element of the Works or Services, whether instructed by the Client or arising due to circumstances outside Galeco’s control.

1.2 Headings are for convenience only and do not affect interpretation. Words in the singular include the plural and vice versa.

1.3 References to statutes include amendments, extensions and re-enactments and any subordinate legislation.

2. APPLICATION OF CONDITIONS AND ORDER OF PRECEDENCE

2.1 These Conditions apply to all Quotations and Contracts for the supply of Goods and/or Services by Galeco to the Client and supersede all previous standard terms of Galeco.

2.2 No terms or conditions endorsed upon, delivered with or contained in the Client’s purchase order, specification or other document shall form part of the Contract unless expressly accepted in writing by a Director of Galeco.

2.3 If there is any conflict or inconsistency between the parts of the Contract, the following order of precedence shall apply (highest first):
(a) any special conditions or amendments expressly agreed in writing by a Director of Galeco;
(b) the Quotation and any attached schedules;
(c) these Conditions.

3. FORMATION OF CONTRACT

3.1 Each Quotation constitutes an invitation to treat only. Any reference by the Client to its own terms (including on a purchase order) shall not apply unless expressly accepted in writing by a Director of Galeco.

3.2 A Contract is formed only when the earliest of the following occurs:
(a) Galeco issues written confirmation of acceptance of the Client’s purchase order;
(b) the Client provides written acceptance of the Quotation;
(c) the Client provides written instruction to proceed;
(d) the Client allows or requests Galeco to commence the Works;
(e) the Client permits Galeco to access Site for the purpose of commencing Works.

3.3 By permitting Galeco to attend Site, issue designs, procure materials or begin any preparatory works, the Client confirms acceptance of these Conditions in full.

3.4 The Client is responsible for ensuring that all information, specifications and drawings it provides are accurate and complete. Galeco shall have no liability for any delay, variation, cost or loss arising from errors, omissions or late provision of information by the Client.

4. SCOPE OF SUPPLY AND SERVICES

4.1 The scope of Goods and Services is limited to that expressly set out in the Quotation and these Conditions.

4.2 Unless specifically stated, the Contract does not include:

• building works, making good, containment, trunking or decorative works;
• provision or upgrade of mains electrical supplies;
• provision of network switches, structured cabling or IT configuration;
• supply of fire risk assessments or insurance risk surveys;
• temporary works, out-of-hours working or phased working to suit other trades.

4.3 Any advice, drawings, reports or proposals issued by Galeco prior to the Contract are for guidance only and do not expand the contractual scope unless expressly stated in the Quotation.

4.4 Client-Supplied Equipment and BYOD Hardware
4.4.1 Where the Client supplies any equipment, hardware, devices, servers, storage, door hardware, readers, controllers, locking devices, cameras or other components for use with the System (“Client-Supplied Equipment”):
(a) Galeco shall have no responsibility for the suitability, compatibility, performance or compliance of any Client-Supplied Equipment;
(b) Galeco shall not be liable for any fault, failure, performance issue or non-compliance arising from or contributed to by Client-Supplied Equipment;
(c) any additional time spent by Galeco in attempting to integrate, configure, fault-find or work around limitations of Client-Supplied Equipment shall be treated as a variation and charged at Galeco’s prevailing rates.

4.4.2 No warranty (whether workmanship or manufacturer related) is given by Galeco in respect of Client-Supplied Equipment, and Galeco shall have no obligation to obtain or administer any warranty or support from the manufacturer or supplier of such equipment.

4.4.3 Where Client-Supplied Equipment adversely affects the System, Galeco may recommend replacement with alternative products. Any such replacement shall be quoted and charged separately.

 

5. DESIGN RESPONSIBILITY

5.1 Design by Others

Where any design, specification, layout, performance requirement or cause-and-effect has been produced by the Client, a consultant or any third party:
(a) full responsibility for the adequacy, accuracy, compliance and suitability of the design remains solely with that party;
(b) Galeco’s responsibility is limited to installing the System in a workmanlike manner in accordance with the design provided;
(c) Galeco has no duty to check, verify, validate or review any part of the design, whether the defects are obvious, hidden, technical or regulatory;
(d) any changes required to achieve compliance, performance or coverage shall constitute a variation chargeable at Galeco’s prevailing rates.

5.2 Design by Galeco

Where the Quotation states that Galeco is responsible for System Design:
(a) the Design will be prepared using reasonable skill and care and based on information made available at survey;
(b) the Client shall supply all relevant fire risk assessments, security risk assessments, insurance specifications and as-built drawings;
(c) Galeco’s Design responsibility does not extend to structural, architectural, life-safety strategy or building control matters;
(d) Galeco shall not be liable for any failure or non-compliance where the Client has not implemented Galeco’s recommendations, instructions or maintenance schedules.

5.3 Like-for-Like Replacement

For like-for-like replacements or upgrades using existing locations, wiring or infrastructure:
(a) Galeco does not accept responsibility for original design adequacy or coverage;
(b) Galeco has no obligation to undertake any redesign unless separately instructed;
(c) any deficiencies in the original installation remain the Client’s responsibility.

5.4 Intellectual Property

All drawings, designs, schematics, programming files and technical documents produced by Galeco remain Galeco’s intellectual property until all sums due are paid in full. Upon full payment, the Client receives a non-exclusive, non-transferable licence to use such documents solely for operation and maintenance of the System at the Site.

6. CLIENT OBLIGATIONS AND SITE CONDITIONS

6.1 The Client shall at its own cost:
(a) provide safe, timely and unrestricted access to the Site and System during Working Hours;
(b) ensure that the Site is ready for the Works, including dry, lockable plant areas and adequate lighting;
(c) provide 230V fused spur supplies adjacent to control equipment, certified as compliant with BS 7671;
(d) provide all necessary welfare facilities, parking and unloading areas;
(e) provide accurate information on concealed services and the location of hazardous materials, including a current asbestos register;
(f) ensure that the Site complies with all health and safety legislation;
(g) nominate an authorised representative to sign off works, permits and access arrangements;
(h) ensure third-party IT networks, doors, lifts, turnstiles and other interfacing equipment are available when required;
(i) ensure that all Site access, inductions, passes, escorts and security clearances required for Galeco personnel to access risers, plant rooms, secure areas, landlord-controlled spaces or tenant areas are arranged in advance and made available when required;
(j) ensure that only the authorised representative nominated under Clause 6.1(g) issues instructions to Galeco in relation to the Works or any changes to scope, and that no other party (including other contractors, subcontractors or occupiers) provides instructions that may conflict with the Contract;
(k) ensure that any delay, standby time or additional attendance caused by unavailable escorts, missing passes, delayed inductions or restricted access is chargeable as a variation at Galeco’s prevailing rates.

6.2 Galeco may suspend performance and charge for delays, abortive visits and additional costs caused by:

• lack of access;
• unsafe conditions;
• incomplete builders’ work;
• power or network unavailability;
• other trades obstructing the Works.

6.3 The Client is responsible for maintaining adequate power backup, network resilience and data backup arrangements for all Systems. The Client shall not rely on the Services, Monitoring Services or Connectivity Services as a substitute for such measures, and Galeco shall have no liability for failures arising from inadequate backup or resilience.

6.4 Client IT Networks, Firewalls & Connectivity Responsibility

6.4.1 The Client is solely responsible for the provision, configuration, maintenance and security of all IT networks, switches, VLANs, firewalls, DHCP servers, DNS services, routing, internet connectivity and any third-party IT infrastructure necessary for the operation of the System.

6.4.2 Galeco shall have no liability for any loss, delay, interruption, failed commissioning, failed signalling, failed monitoring, loss of recordings or degraded System performance arising from:
(a) misconfigured IT networks or firewalls;
(b) insufficient bandwidth or poor latency;
(c) ISP outages or routing issues;
(d) changes to the Client’s IT environment;
(e) third-party hardware or software failures.

6.4.3 Any delays, repeat attendances, abortive visits, reprogramming or additional commissioning time caused by unavailable, misconfigured or unstable IT networks shall be chargeable at Galeco’s prevailing rates.

6.4.4 Any IT support or configuration outside of the System itself (including switch configuration, firewall rules or VLAN setup) is outside the contractual scope unless expressly quoted.

6.4.5 Remote Access and Credentials
The Client shall provide and maintain all necessary usernames, passwords, VPN connections, IP addresses, ports, firewall rules and security permissions required for Galeco to access the System remotely for support and maintenance, where such remote access has been agreed. Galeco shall not be liable for any delay, failed support attempt or additional attendance caused by withdrawn, expired or inadequate credentials or remote access arrangements.

6.4.6 Security of Credentials
Responsibility for the issue, protection and management of user credentials, administrator accounts and access to the Client’s IT environment rests solely with the Client. Galeco shall not be liable for any misuse, unauthorised access or security breach arising from compromised or shared credentials, other than where directly caused by Galeco’s proven negligence.

6.4.7 IT Changes
The Client shall give Galeco reasonable prior notice of any planned changes to its IT networks, firewalls, internet providers, IP addressing, VLANs or security settings that may affect the System. Any reconfiguration, recommissioning or fault-finding required as a result of such changes shall be chargeable at Galeco’s prevailing rates.

 

6.5 Engineer Safety & Unsafe Working Conditions

6.5.1 Galeco personnel may decline to carry out any Works where safe access is not available, where furniture, fixtures or makeshift platforms would be required, or where any working environment poses a risk to health and safety.

6.5.2 Any delays caused by unsafe access or failure to provide suitable access equipment shall be chargeable.

6.5.3 Specialist access equipment required (MEWP, scaffold, towers) shall be provided by the Client or recharged by Galeco at cost plus administration.

6.6 Cyber Security and Malicious Events
6.6.1 The Client acknowledges that no IT system, cloud platform, networked CCTV or access control solution can be guaranteed as immune from cyber attack, hacking, malware, ransomware, denial-of-service or other malicious events.

6.6.2 Galeco shall not be liable for any loss, damage, interruption, data breach, unauthorised access, system compromise or consequential loss arising from:
(a) cyber attacks or malicious activity directed at the System, Client IT networks or any connected service;
(b) vulnerabilities or defects in third-party software, firmware, cloud platforms or operating systems;
(c) failure by the Client to implement or maintain appropriate cyber security measures (including firewalls, patching, antivirus, multifactor authentication and user training).

6.6.3 Any remedial work, reconfiguration, restoration, data recovery or incident response undertaken by Galeco in connection with a cyber security incident shall be chargeable at Galeco’s prevailing rates, unless expressly included in a separate written agreement.

 

7. DELIVERY, RISK AND TITLE

7.1 Delivery dates are estimates only and time for delivery is not of the essence.

7.2 Risk in Goods passes to the Client on delivery to Site or other agreed delivery point.

7.3 Title to Goods remains with Galeco until Galeco has received payment in full for all sums due under the Contract and any other contract between Galeco and the Client.

7.4 Until title passes the Client shall:
(a) hold the Goods as bailee for Galeco;
(b) store the Goods separately and maintain them in good condition;
(c) not pledge or charge the Goods as security.

7.5 If the Client fails to pay any amount when due, Galeco may enter any premises where the Goods are stored and recover them, without prejudice to any other remedies.

7.6 Temporary, Loan or Rental Equipment

7.6.1 Any temporary, trial, demonstration, rental or loaned equipment provided by Galeco remains the property of Galeco at all times.
7.6.2 The Client is responsible for loss, damage or theft of such equipment while on Site.
7.6.3 Continued use beyond the agreed period may incur rental charges.

8. INSTALLATION

8.1 Installation shall be carried out during Working Hours unless otherwise agreed.

8.2 Unless stated otherwise, prices assume surface mounting of equipment on finished surfaces, with internal cabling in mini-trunking or externally rated cable, and no requirement for specialist access equipment beyond standard step ladders.

8.3 Where scaffolding, mobile towers, MEWPs or specialist access equipment are required and not provided free of charge by the Client, Galeco will hire such equipment and recharge the cost plus an administration fee.

8.4 Galeco shall not be responsible for:
(a) making good decorative finishes beyond a basic filler to cable entry points;
(b) colour matching;
(c) reinstatement of ceilings, tiles or finishes disturbed by the Works unless expressly included.

8.5 Any structural alterations, fire stopping, core drilling, penetration sealing or similar works will be carried out only where expressly included or instructed as a variation.

8.6 Firestopping, Structural Penetrations & Builders’ Works

8.6.1 Galeco is not responsible for structural works, fire stopping, reinstatement, fire-compartment penetration sealing, carpentry, making-good or any builders’ work unless expressly included in the Quotation.

8.6.2 Where cabling requires penetrations, the Client (or its principal contractor) shall ensure penetrations are fire-stopped by a competent specialist. Galeco shall not be liable for any consequence of inadequate firestopping or non-compliant building fabric.

8.6.3 Any firestopping, reinstatement, core drilling or sealing required by building control, insurers or fire engineers and not expressly included in the Quotation shall be treated as a chargeable variation.

9. COMMISSIONING

9.1 Commissioning includes functional testing of devices and verification that the System operates in accordance with the Design and/or relevant standards, to the extent reasonably achievable at the time of test.

9.2 Commissioning assumes that:
(a) all cables are installed, labelled and tested by the installing party;
(b) all required power, networks and interfaces are present and operational;
(c) mechanical and building services relevant to the System are available.

9.3 Where commissioning is delayed or prolonged due to factors outside Galeco’s control, additional time spent will be charged at Galeco’s prevailing commissioning rates.

9.4 Following commissioning Galeco may place the System on soak test before final handover. During soak, alarms may be locally indicated but not transmitted to emergency services.

9.5 Calibration and Specialist Test Equipment
9.5.1 Where the Client, main contractor or any third party requires the use of specific, named or calibrated test equipment, or additional test records beyond Galeco’s standard commissioning documentation, this must be notified to Galeco in writing prior to acceptance of the Quotation.

9.5.2 Any costs associated with hire, purchase, calibration certification, additional testing, extended reporting or attendance at third-party witness tests that are not expressly included in the Quotation shall be treated as a variation and charged at Galeco’s prevailing rates.

10. TAKEOVER OF EXISTING SYSTEMS

10.1 Where Galeco is engaged to Takeover an existing System:
(a) the initial visit is limited to a visual inspection and basic functional checks sufficient to determine whether the System is serviceable;
(b) Galeco does not warrant the design, historic installation quality, previous maintenance or suitability of any equipment installed by others.

10.2 Defects, non-compliances, wiring faults, configuration issues or equipment failures identified within 90 days of the Takeover shall be deemed pre-existing. Remedial works, upgrades and compliance works shall be quoted separately and are outside the scope of any inclusive maintenance.

10.3 Galeco reserves the right to decline or suspend maintenance, monitoring or certification where, in its reasonable opinion, the System is unsafe, fundamentally non-compliant or beyond economic repair.

11. MAINTENANCE SERVICES

11.1 Where a Maintenance Contract is in place, Galeco shall provide PPM visits at the frequency detailed in the Quotation (typically twice per annum for security systems) and in accordance with relevant standards where reasonably practicable.

11.2 Unless expressly stated as inclusive, Maintenance Contracts are labour-only, with all parts, replacement equipment and additional attendance chargeable.

11.3 Maintenance includes:

• visual inspection of accessible equipment;
• functional checks of sampled devices as appropriate;
• basic cleaning and minor adjustments;
• issue of a maintenance report and updated asset register.

11.4 Maintenance does not include:
(a) rectification of design deficiencies, coverage or grading issues;
(b) replacement of obsolete or unsupported equipment;
(c) repairs due to vandalism, misuse, flood, fire, theft, lightning, power surges or third-party interference;
(d) network faults, internet connectivity, or client-owned IT infrastructure;
(e) works to builders’ work, door hardware, bolts, hinges, closers or frames;
(f) attendance requested as a result of user error where no fault is found;
(g) non-routine reprogramming, database changes or major configuration changes.

11.5 Maintenance response times stated in the Quotation are targets only. Galeco shall use reasonable endeavours to respond within such times but shall not be liable for failure to do so.

11.6 Programming, Configuration and Database Changes
11.6.1 Unless expressly stated in the Quotation, Maintenance Contracts do not include routine or ad-hoc changes to System configuration, time schedules, access levels, logic programming, cause-and-effect, camera views, recording profiles or analytics rules. Such changes shall be chargeable.

11.6.2 Bulk database changes, including but not limited to import/export of users, cards, fobs, access groups, time profiles or camera naming conventions, are outside the scope of standard maintenance and shall be charged at Galeco’s prevailing rates.

11.7 Responsibility for User Management
From the point of handover, the Client is responsible for:
(a) creating, modifying and deleting user accounts, cards, fobs and access rights;
(b) promptly revoking access for leavers and suspended staff;
(c) maintaining accurate user records in accordance with data protection laws.

Galeco shall not be liable for any loss, security incident or unauthorised access arising from incorrect or outdated user permissions, unless such permissions were last changed directly by Galeco under written instruction from the Client.

11.8 Lockouts and Access Issues
Callouts or support requests arising from user error, forgotten codes, lost cards/fobs, incorrect permissions or self-inflicted configuration changes by the Client (or its IT/third-party contractors) shall be treated as chargeable callouts, irrespective of any maintenance cover.

12. REACTIVE CALLOUTS

12.1 Callout charges and hourly rates are as stated in the Contract or Galeco’s prevailing rate card.

12.2 Where a reported fault is traced to user error, third-party equipment, IT networks, environmental conditions or causes excluded under Clause 11.4, the attendance will be chargeable irrespective of any maintenance cover.

12.3 Out-of-Hours callouts attract enhanced charges as specified in the rate card. Minimum charges may apply.

13. MONITORING SERVICES

13.1 Monitoring Services will be provided only where specified in the Quotation and upon completion of all necessary signalling, commissioning and paperwork.

13.2 Monitoring schedules, response procedures and escalation contact lists shall be as recorded in the monitoring schedule agreed between the parties. The Client is responsible for ensuring that contact details are kept up to date.

13.3 Galeco’s Monitoring Service is limited to receiving alarms, verifying events where possible, and initiating notifications to nominated keyholders, guarding providers and/or emergency services in accordance with agreed procedures.

13.4 The Client acknowledges that:
(a) no alarm system or monitoring service can prevent all crime, fire or loss;
(b) police and emergency service attendance is subject to their policies and priorities, and may be withdrawn for excessive false alarms;
(c) Galeco is not responsible for delays or failures in response by third parties, including keyholders, guarding providers, police or fire service.

13.5 Monitoring performance may be affected by telecommunications networks, internet service providers, power supply failures and equipment faults beyond Galeco’s direct control. Galeco shall not be liable for failures or delays arising from such causes.

13.6 Galeco may suspend Monitoring Services where:

• the System is unsafe or in serious disrepair;
• signalling paths are unavailable or compromised;
• the Client has failed to pay any due sums;
• the Client has failed to provide adequate keyholder arrangements.

13.7 The Client acknowledges that the Monitoring Service is operated on a best endeavours basis only and that Galeco does not guarantee the timing, priority, escalation outcome or effectiveness of any response to any alarm, signal or event. Galeco shall not be liable for any loss, damage or delay arising from any failure to act upon, delay in acting upon, or inability to process any alarm or signal, except to the extent required by law and subject in all cases to the limitations of liability set out in Clause 23.

13.8 Remote Resets and Remote Interventions

13.8.1 Where Galeco performs any remote reset, remote diagnostic activity, remote disablement, configuration change or remote intervention on request of the Client, such actions shall be carried out in accordance with the procedures and escalation instructions agreed with the Client.

13.8.2 The Client remains solely responsible for ensuring that any remote reset or change of System state does not conflict with its insurance requirements, internal security policies, risk assessments or applicable standards.

13.8.3 Galeco shall not be liable for any loss, damage, incident or insurance consequence arising from a remote reset or remote intervention performed in accordance with the Client’s instructions, except to the extent caused by Galeco’s proven negligence.

14. CONNECTIVITY SERVICES (4G ROUTERS & NETWORKS)

14.1 Where a Connectivity Service is provided, the router, SIM and associated hardware are normally supplied on a rental basis and remain the property of Galeco or its supplier, unless expressly sold.

14.2 The purpose of the Connectivity Service is to provide a communications path for security systems and authorised traffic. It is not intended to be a general-purpose internet service unless expressly stated.

14.3 Performance of the Connectivity Service is subject to the coverage, capacity and availability of third-party mobile or fixed network operators. Galeco does not guarantee continuous connectivity, bandwidth or latency.

14.4 Fair use, data limits and acceptable usage policies of the network provider apply. Excess usage or misuse may result in throttling, suspension or additional charges.

14.5 On termination of the Contract the Client shall return all rented router hardware in good condition within 14 days. Non-return or damage may incur replacement charges.

15. SOFTWARE, CLOUD SERVICES & LICENSING

15.1 All Licences are provided subject to the applicable vendor’s end user licence agreement (EULA), subscription terms and privacy policies.

15.2 Galeco acts as reseller or administrator only and does not grant any intellectual property rights in the underlying software or cloud service.

15.3 Subscription Licences are payable for the contracted term irrespective of actual usage. Suspension of other Services does not automatically suspend Licence charges.

15.4 The Client is responsible for:

• managing user accounts and permissions;
• password security;
• compliance with vendor acceptable use policies;
• exporting and retaining its own data where the Licence is not renewed.

15.5 Vendor changes to functionality, user interface, data hosting locations, pricing or service levels are outside Galeco’s control. Galeco shall not be liable for such changes.

15.6 Manufacturer End-of-Life, Product Changes and Service Withdrawal
15.6.1 The Client acknowledges that manufacturers and platform providers may, from time to time, discontinue products, declare equipment end-of-life (EOL), withdraw cloud services, change hosting locations, alter functionality or cease support.

15.6.2 Galeco has no obligation to continue supporting any product or service that the manufacturer has declared EOL, made obsolete or ceased to support, and shall not be liable for any resulting loss of functionality, features, integrations or performance.

15.6.3 Any upgrades, migrations, hardware replacements, licence changes or reconfiguration required as a result of manufacturer decisions under Clause 15.6.1 shall be treated as a variation and charged at Galeco’s prevailing rates and/or the manufacturer’s then-current pricing.

16. PRICES, PAYMENT AND VARIATIONS

16.1 All prices are exclusive of VAT and any other applicable taxes.

16.2 Unless otherwise agreed in writing:
(a) Installation works under £5,000 (ex VAT) will be invoiced in full upon completion (a purchase order or written confirmation is required to proceed).
(b) Installation works between £5,001 and £15,000 (ex VAT) require a 30% deposit, with the remaining balance invoiced upon completion.
(c) Installation works exceeding £15,001 (ex VAT) shall follow the staged payment schedule below:
(i) 30% deposit due upon acceptance of the Quotation, required to schedule works and procure materials;
(ii) 30% invoiced upon completion of first fix, or when approximately 30% of the Works have been completed, whichever occurs first;
(iii) 30% invoiced upon completion of second fix, or when approximately 60% of the Works have been completed, whichever occurs first;
(iv) 10% invoiced upon completion, commissioning and handover.
(d) Licences, maintenance and monitoring charges are invoiced annually in advance.
(e) Callouts and small works are invoiced after attendance.

16.3 Payment terms are strictly 30 days net from invoice date unless otherwise stated.

16.4 The Client may not withhold, set off or delay payment of any undisputed sum. Retentions shall not apply unless expressly agreed in writing by a Director of Galeco.

16.5 Pay-when-paid or pay-when-certified mechanisms shall not apply. Payment to Galeco is not conditional upon certification or payment by any main contractor, funder or end Client.

16.6 Galeco may suspend work where invoices are overdue. Any resulting delays or costs shall be at the Client’s risk.

16.7 Galeco may amend its standard labour, callout and maintenance rates once per 12-month period by giving the Client not less than 30 days’ written notice.

16.8 Cancellation of Accepted Quotations. Accepted Quotations that are subsequently cancelled shall incur a 30% restocking fee. Cancellations made after materials have been ordered or works have commenced may require the Client to pay up to the full value of materials procured and any labour or costs incurred to date.

16.9 Licence Pricing. Software, cloud and subscription licence fees are subject to the pricing policies of the relevant manufacturer or platform provider. Galeco may adjust licence charges at any time to reflect changes imposed by the manufacturer, including currency adjustments, subscription restructuring or mandatory price revisions. Any such change will take effect on the next billing cycle, and Galeco will provide the Client with reasonable notice where practicable.

16.10 Late Payment
In accordance with the Late Payment of Commercial Debts (Interest) Act 1998:
(a) interest shall accrue on overdue invoices at 8% above the Bank of England base rate;
(b) statutory late payment compensation charges (£40/£70/£100 per invoice) shall apply.

 

16.11 Liquidated Damages & Delay Penalties

16.11.1 Galeco does not accept liability for liquidated damages, delay damages, programme penalties, consequential delay costs or similar financial penalties unless expressly agreed in writing by a Director of Galeco prior to commencement of the Works.

 

16.12 Variations

16.12.1 Any change to the scope, specification, design, programme, sequencing or Site conditions requested by the Client, or required due to circumstances outside Galeco’s control (including but not limited to IT network issues, restricted access, delays caused by other trades, unavailable equipment, incomplete builders’ works or changes in client requirements), shall constitute a Variation.

16.12.2 Variations may be carried out on the basis of:

(a) a fixed price quotation issued by Galeco and accepted by the Client; or

(b) time-charge at Galeco’s prevailing rates where a fixed price is not agreed in advance.

16.12.3 Any Variation may result in an adjustment to the Contract Price and an extension of time for Practical Completion. Galeco shall be entitled to a reasonable extension of time commensurate with the effect of the Variation.

17. DELAYS, ABORTIVE VISITS AND STANDBY TIME

17.1 Where Galeco attends Site but cannot perform the Works due to lack of access, incomplete builders’ work, missing power or network, unsafe conditions or unavailable third-party equipment, Galeco may charge an abortive visit fee, travel and all reasonable expenses.

17.2 Standby time caused by inductions, compulsory escorts, coordination delays or waiting for other trades is chargeable at standard or overtime rates.

18. ACCEPTANCE, DEFECTS AND SNAGGING

18.1 Practical completion shall occur when the System has been installed, commissioned and is available for beneficial use subject only to minor items that do not materially affect operation.

18.2 If the Client begins using the System (or any part of it) in live operation, this shall constitute acceptance of the Works unless a written snagging list is provided within 7 days of handover. Acceptance shall apply to the entire System unless the Client expressly identifies any excluded elements in writing.

18.3 Any defects reported within the 12-month defects liability period which are:
(a) attributable to Galeco’s workmanship, will be remedied by Galeco at its own cost, including reasonable labour; and
(b) attributable to a defect in Goods supplied by Galeco (i.e. manufacturer defect), will be remedied by Galeco by supplying replacement parts free of charge under the applicable manufacturer warranty, but all associated labour, travel, access equipment, recommissioning and programming time required to replace or refit such parts shall be chargeable at Galeco’s prevailing rates,
in each case subject to the manufacturer warranties and the exclusions in Clause 18.4.

18.4 Defects arising from misuse, lack of maintenance, unauthorised modifications, third-party interference, power quality issues, environmental conditions or external damage are excluded and will be chargeable.

19. WARRANTY
    19.1 Galeco warrants that:
    (a) its installation workmanship will be free from material defects for 12 months from practical completion; and
    (b) Goods supplied will be free from material defects in materials and will conform to their manufacturer’s published specification at the time of supply.

19.2 Workmanship warranty – labour included
Where a defect arises within 12 months of practical completion and is attributable to Galeco’s workmanship (and not to any excluded cause under Clause 18.4), Galeco shall, at its option, repair or reperform the affected works within a reasonable time at Galeco’s cost, including reasonable labour and standard travel.

19.3 Manufacturer Defects (Parts Only)

Where Goods fail due to a manufacturer defect:
(a) Galeco shall supply the replacement part free of charge under the manufacturer warranty;
(b) all labour, travel, access equipment, programming, recommissioning and related attendance required to replace the part shall be chargeable;
(c) the Client acknowledges that manufacturer warranties do not cover labour or consequential loss.

19.4 Conditions of warranty
Galeco shall have no obligation under this Clause 19 unless:
(a) the Client notifies Galeco in writing promptly on discovery of the defect, providing reasonable details;
(b) the Goods have been properly stored, installed, used and maintained and have not been altered or repaired by any person other than Galeco or a party approved in writing by Galeco; and
(c) all sums properly due and payable to Galeco under the Contract have been paid.

19.5 Manufacturer warranties
Where applicable, Galeco will use reasonable endeavours to pass through the benefit of any manufacturer warranties to the Client, but Galeco shall not be liable for any refusal or limitation by the manufacturer in honouring its own warranty.

19.6 Exclusion of other warranties
Except as expressly set out in the Contract, all other warranties, conditions or terms implied by statute, common law or otherwise (including any as to satisfactory quality or fitness for purpose) are excluded to the fullest extent permitted by law.

20. COMPLIANCE, STANDARDS AND CERTIFICATION

20.1 Galeco will use reasonable skill and care to ensure that Systems designed and installed by it comply with the relevant British and European standards referenced in the Quotation at the date of design, where such standards are applicable.

20.2 Galeco is not responsible for ongoing changes in legislation, codes of practice or insurers’ requirements after the date of design unless separately instructed to review and upgrade.

20.3 Galeco may decline to issue certification or compliance documentation where the System contains unresolved non-compliances, missing equipment, unsafe wiring, inadequate power supplies, missing fire stopping, incomplete IT networks or other issues outside Galeco’s control.

20.4 Responsibility for overall fire strategy, means of escape, emergency planning and security policies remains with the Client and its professional advisers.

20.5 Emergency Exit Hardware Compliance (EN 179 / EN 1125 / BS EN 13637)

20.5.1 Responsibility for determining whether any door, exit device or controlled egress point must comply with EN 179, EN 1125 or BS EN 13637 rests solely with the Client, its appointed fire engineer, building control officer, principal designer or other competent professional adviser. Galeco does not undertake classification of escape routes or provide advice on means of escape, panic hardware selection or emergency exit strategy.

20.5.2 Unless expressly stated in the Quotation, Galeco does not undertake or accept responsibility for:
(a) advising whether a door constitutes an emergency exit, panic exit or controlled escape route;
(b) selecting compliant exit hardware or determining the applicable standard;
(c) interpreting the building’s fire strategy, occupancy type, travel distances or risk assessment;
(d) designing, specifying or validating any emergency exit or life-safety function.

20.5.3 Where the Client instructs Galeco to install access control, locking equipment or any device on a door that forms part of an escape route, the Client warrants that all selected hardware and control arrangements comply with EN 179, EN 1125 or BS EN 13637 as applicable and with the building’s approved fire strategy.

20.5.4 Galeco shall have no liability for any non-compliance, regulatory action, insurance issue or enforcement notice arising from the selection, operation or suitability of emergency exit hardware or escape route classification, except to the extent such non-compliance results directly from Galeco’s failure to install the instructed equipment in a workmanlike manner.

20.5.5 Any change required to ensure compliance with EN 179, EN 1125 or BS EN 13637 — including replacement of incompatible hardware, modifications to wiring, power supplies, interfaces or fail-safe arrangements — shall be treated as a variation and charged at Galeco’s prevailing rates.

20.6 Scope of Certification
20.6.1 Galeco will only issue design, installation or maintenance certificates in respect of Systems or parts of Systems for which Galeco has had full control over the relevant activity (design, installation or maintenance, as applicable).

20.6.2 Galeco is under no obligation to certify or warrant any System, component or element:
(a) designed, installed or maintained by others; or
(b) where the Client has declined recommendations reasonably made by Galeco to achieve compliance.

20.7 Building, Usage and Environmental Changes
20.7.1 The Client is responsible for notifying Galeco of any material changes to the building, layout, use, occupancy, lighting, environmental conditions or risk profile that may affect the suitability or performance of the System (including new partitions, walls, ceilings, doors, glazing, furniture layouts or changes in tenant use).

20.7.2 Galeco shall not be liable for any reduction in detection, coverage or performance arising from such changes where Galeco was not instructed to review and adapt the System accordingly. Any survey, redesign, additional equipment or installation works required following such changes shall be treated as a variation and charged at Galeco’s prevailing rates.

 

21. DATA PROTECTION & CCTV RECORDINGS

21.1 Where CCTV or access control systems are installed, the Client is the data controller for any personal data captured and is responsible for compliance with applicable data protection laws.

21.2 Galeco may act as data processor only where expressly agreed in writing and subject to a separate data processing agreement.

21.3 Galeco may access systems remotely for support purposes and may generate temporary logs or diagnostic data, which will be handled in accordance with Galeco’s privacy policy.

21.4 CCTV Footage, Subject Access Requests & Evidence Retrieval

21.4.1 The Client is solely responsible as Data Controller for decisions relating to the disclosure of CCTV footage, handling of Subject Access Requests (SARs) and responses to police or regulatory enquiries.

21.4.2 Galeco may assist with retrieval, export, redaction or evidence provision upon written request from the Client. Such work shall be chargeable at Galeco’s prevailing rates.

21.4.3 Galeco shall have no liability for any inability to retrieve footage caused by storage configuration, retention periods, network failures, overwrite cycles, third-party software limitations or Client IT infrastructure.

21.5 Recording Duration and Storage Capacity
21.5.1 Any reference by Galeco to the number of days of recording or storage duration is an estimate only, based on assumed activity levels, camera settings, bitrate, resolution, analytics and recording profiles at the time of design.

21.5.2 The Client acknowledges that actual retention periods may vary significantly due to changes in scene activity, configuration, additional cameras, analytics rules, or third-party changes to the IT environment. Galeco shall not be liable for any failure to achieve any estimated recording duration unless expressly guaranteed in writing.

21.5.3 Galeco shall have no liability where footage is overwritten, lost or unavailable due to storage capacity being exceeded, retention settings being altered by the Client or third parties, or system faults beyond Galeco’s reasonable control.

21.6 Data Breaches and Incident Notification
21.6.1 In relation to personal data processed by the System, the Client, as Data Controller, is responsible for determining whether any incident constitutes a personal data breach, and for fulfilling all legal obligations regarding notification to the Information Commissioner’s Office (ICO), affected data subjects and any other regulatory body.

21.6.2 Galeco shall promptly notify the Client if it becomes aware of a suspected or actual data breach involving personal data processed on the Client’s behalf, but shall not be responsible for making regulatory notifications or for any fines, penalties or damages arising from the Client’s failure to do so.

21.7 Client Instructions and Lawful Use
21.7.1 The Client warrants that all uses of CCTV, access control and related Systems will be lawful, proportionate and compliant with applicable data protection and privacy legislation. Galeco shall have no liability for the Client’s misuse of the System or failure to comply with such legislation.

 

22. CONFIDENTIALITY

22.1 Each party shall keep confidential all information of a technical, commercial or sensitive nature disclosed by the other in connection with the Contract and shall not use such information for any purpose other than the performance of the Contract.

22.2 This obligation does not apply to information already in the public domain, lawfully obtained from a third party or required to be disclosed by law or regulatory authority.

23. LIABILITY AND INSURANCE

23.1 Nothing in these Conditions limits or excludes either party’s liability for:
(a) death or personal injury caused by its negligence;
(b) fraud or fraudulent misrepresentation;
(c) any other liability which cannot lawfully be limited or excluded.

23.2 Subject to Clause 23.1, Galeco shall not be liable for:
(a) loss of profit, revenue or business;
(b) loss of contracts, goodwill or anticipated savings;
(c) loss or corruption of data;
(d) any indirect or consequential loss.

23.3 Subject to Clauses 23.1 and 23.2, Galeco’s total aggregate liability arising out of or in connection with the Contract, whether in contract, tort or otherwise, shall not exceed:
(a) the Contract Price; or
(b) £1,000,000;
whichever is lower, unless a higher limit is expressly agreed in writing.

23.4 The Client shall maintain adequate insurance for the premises and contents, including cover for consequential losses, and shall not rely on the System or Services as a substitute for such insurance.

23.5 Galeco shall, for the duration of the Contract, maintain the following minimum levels of insurance with reputable UK insurers:
(a) Employers’ Liability: £10,000,000
(b) Public & Products Liability: £10,000,000
(c) Professional Indemnity: £2,000,000

23.6 Evidence of such insurance shall be provided on reasonable request. The existence of such insurance shall not increase Galeco’s liability beyond the limits set out in Clause 23.3.

23.7 Liability for Mounting Surfaces and Third-Party Fixings. Galeco shall have no liability for any damage, injury or loss arising from the failure, collapse or inadequacy of any mounting surface, structure, ceiling, wall, soffit, cladding, fixing substrate, builders’ work or client-provided bracket, fixture or support to which Goods are attached. The Client is responsible for ensuring that all mounting surfaces and structures are suitable, load-bearing, in good condition and compliant with relevant regulations prior to installation. Galeco’s liability is limited solely to the correct installation of the Goods onto the presented surface using reasonable skill and care.

23.8 Optional Higher Limit
The Client may request a higher liability cap, subject to agreement and an additional charge to cover increased insurance and risk exposure.

23.9 Cyber, Cloud and Data-Related Events
Without prejudice to Clauses 23.1 to 23.3, Galeco shall have no liability for any loss, damage, cost or expense (including any regulatory fines or penalties) arising from:
(a) hacking, cyber attack, malware, ransomware, denial-of-service or other malicious activity affecting the System, Client IT networks or any connected service;
(b) failure, unavailability or compromise of third-party cloud platforms, data centres, hosting providers or telecommunications networks;
(c) data loss, corruption or unauthorised disclosure resulting from vulnerabilities, configuration errors or failures in third-party software, firmware or Client IT infrastructure, except to the extent directly caused by Galeco’s proven negligence.

 

24. SUSPENSION AND TERMINATION

24.1 Galeco may suspend performance of the Contract immediately on written notice if:
(a) any invoice remains unpaid for more than 14 days beyond its due date;
(b) the Client fails to comply with its obligations under Clause 6;
(c) Galeco reasonably considers the Site or System unsafe.

24.2 Either party may terminate the Contract with immediate effect by written notice if the other party:
(a) commits a material breach and, where capable of remedy, fails to remedy within 30 days of written notice;
(b) becomes insolvent, enters into administration or liquidation, or has a receiver appointed over its assets.

24.3 On termination for any reason:
(a) all sums due to Galeco become immediately payable;
(b) ongoing maintenance, monitoring, connectivity and licensing services shall cease, subject to any vendor obligations;
(c) the Client shall return any rental equipment and Galeco property.

24.4 Termination shall not affect accrued rights or the continued operation of Clauses which by their nature are intended to survive termination.

24.5 Any Client-owned equipment, materials or property left at Galeco’s premises or at Site more than 60 days after termination may, at Galeco’s option, be:
(a) returned to the Client at the Client’s cost;
(b) placed into storage at the Client’s cost; or
(c) disposed of.

Galeco shall be entitled to recover all reasonable storage, handling and disposal costs from the Client as a debt.

25. ASSIGNMENT AND SUB-CONTRACTING

25.1 The Client shall not assign or transfer the Contract without Galeco’s prior written consent.

25.2 Galeco may assign or sub-contract any part of the Contract, provided that Galeco shall remain responsible for the acts and omissions of any such sub-contractor as if they were its own, subject always to the liability limitations set out in Clause 23.

26. NON-SOLICITATION AND NON-CIRCUMVENTION

26.1 The Client shall not, without Galeco’s prior written consent, directly or indirectly solicit, employ or engage any employee or subcontractor of Galeco who has been involved in providing the Goods or Services within the previous 12 months.

26.2 For a period of 12 months after the last date on which any Galeco employee, worker or subcontractor performed Works or Services for the Client, the Client shall not directly or indirectly engage, employ or contract with that individual (whether as an employee, consultant, worker or through a personal service company), without Galeco’s prior written consent.

26.3 This restriction applies whether the approach is made by the Client, the individual or a third party.

26.4 The parties agree these restrictions are reasonable and necessary to protect Galeco’s legitimate business interests.

26.5 This Clause 26 shall survive expiry or termination of the Contract.

27. FORCE MAJEURE

27.1 Neither party shall be liable for delay or failure in performing its obligations (other than payment obligations) where such delay or failure results from events beyond its reasonable control, including but not limited to: acts of God, war, terrorism, civil unrest, strikes, industrial disputes, fire, flood, epidemic, pandemic, national emergencies, failure of utilities or telecommunications networks, or actions of government or regulatory bodies.

27.2 If a Force Majeure Event continues for more than 60 days, either party may terminate the affected part of the Contract by written notice.

28. NOTICES

28.1 Any notice given under the Contract shall be in writing and delivered by hand, pre-paid first-class post or recorded delivery to the registered office or principal business address of the receiving party.

28.2 Notices shall be deemed received:
(a) when delivered by hand, on signature;
(b) two business days after posting within the UK.

29. ENTIRE AGREEMENT AND SEVERANCE

29.1 The Contract constitutes the entire agreement between the parties and supersedes all prior discussions, representations and agreements relating to its subject matter.

29.2 If any provision of these Conditions is held to be invalid or unenforceable, that provision shall be deemed modified to the minimum extent necessary, or if not possible, deleted, without affecting the remaining provisions.

29.3 No Reliance on Pre-Contract Statements. The Client acknowledges that in entering into the Contract it has not relied on, and shall have no remedies in respect of, any statement, representation, assurance or undertaking (whether made innocently or negligently) made by any employee, engineer or representative of Galeco that is not expressly set out in the Contract. Galeco shall not be bound by any advice, verbal guidance or indicative comment provided prior to Contract formation unless expressly confirmed in writing by a Director of Galeco.

29.4 Dispute Resolution and Escalation
29.4.1 If any dispute arises out of or in connection with the Contract, the parties shall first seek to resolve it promptly through good faith negotiations between their respective operational representatives.

29.4.2 If the dispute is not resolved within 14 days of written notice of the dispute, either party may refer the matter to a senior manager or director of each party, who shall meet (in person or by video conference) within a further 14 days to seek a resolution.

29.4.3 If the dispute is not resolved within 30 days after referral under Clause 29.4.2, either party shall be free to pursue its rights through the courts of England and Wales in accordance with Clause 30.

29.4.4 Nothing in this Clause 29.4 shall prevent either party from seeking urgent injunctive or equitable relief where necessary.

30. GOVERNING LAW AND JURISDICTION

30.1 The Contract and any dispute or claim arising out of or in connection with it shall be governed by and construed in accordance with the law of England and Wales.

30.2 The parties submit to the exclusive jurisdiction of the courts of England and Wales.

30.3 All communications, notices, documentation and contractual terms shall be in the English language. Where translations are provided, the English version shall prevail.

30.4 A person who is not a party to the Contract shall have no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of the Contract.