Terms and Conditions

1            DEFINITIONS

AGREEMENT: has the meaning given to it in clause 3.1;

AGREEMENT START DATE: the date both parties have signed the Order Form;

ALARM RECEIVING CENTRE or ARC: the alarm receiving centre set up by Peoplesafe to provide the Service, certified to; EN 50518:2019 Category 1, BS9518:2021 and BS 8484:2016;

Applicable Data Protection Laws:

ARC SERVICE: the alarm response service provided by the ARC under which Peoplesafe processes Signals received by the ARC from Users and communicates information relating to the Signals (where necessary) to the Response Services subject to the limitations, terms and conditions set forth in this Agreement;

BUSINESS DAY: a day other than a Saturday or Sunday or public holiday in the UK or Republic of Ireland;

CUSTOMER: the customer specified in the Order Form;

DELIVERY ADDRESS: the delivery address specified in the Order Form, or otherwise agreed between the parties;

DELIVERY CHARGES: means charges for packaging, insurance, freight/transport charges and other costs of carriage and delivery;

DELIVERY TIME: the time that the Equipment being delivered has been loaded into the delivery courier’s vehicle at Peoplesafe’s premises;  

END-USERS: the Customer, Users, and the Customer’s employees, agents or other associates of any kind;

EQUIPMENT: equipment, including Personal Safety Applications, Personal Safety Devices and related accessories, provided by Peoplesafe to Customers for use in connection with the Service;

EQUIPMENT LEASE PERIOD: as specified in the Order Form, or if not specified then the term of this Agreement;

EQUIPMENT WARRANTY PERIOD: 12 months from the Delivery Time, unless stated otherwise in the Order Form;

EU GDPR: the General Data Protection Regulation ((EU) 2016/679), as it has effect in EU law;

FIXED LENGTH TRIAL: an Agreement for the Service provided by Peoplesafe, where specified in writing as a Fixed Length Trial on the Order Form and where, as laid out in Clause 4, the trial will automatically terminate at the end of the Fixed Length Trial Period;

FIXED LENGTH TRIAL PERIOD: the fixed length trial period as specified in the Order Form;

GOOD INDUSTRY PRACTICE: using standards, practices, methods and procedures conforming to the law and exercising that degree of care and skill, diligence, prudence and foresight which would reasonably and ordinarily be expected from a skilled and experienced person engaged in a similar type of undertaking under the same or similar circumstances;

GPS: global positioning system;

GSM: global system for mobile communications;

INITIAL TRIAL PERIOD: the initial trial period as specified in the Order Form;

INITIAL TRIAL ROLLING CONTRACT: an Agreement for the Service provided by Peoplesafe, where specified in writing as an Initial Trial Rolling Contract on the Order Form and where, as laid out in Clause 4, the Customer has the right to cancel within the Initial Trial Period failing which the Agreement will automatically renew for the Minimum Term;

INTELLECTUAL PROPERTY RIGHTS: patents, trademarks, design rights (whether registerable or otherwise), applications for any of the foregoing, copyright, database rights, know-how, trade or business names and other similar rights or obligations, whether registerable or not in any country;

INTERNATIONAL SERVICES: the ARC service offering alarm response services to Users outside of the UK and Republic of Ireland, including the services marketed as “Eurowatch” and “Global Response”;

MINIMUM TERM: the minimum term stated in the Order Form;

MOBILE DEVICE: a Personal Safety Device, or the User’s communications and/or positioning device on which a Personal Safety Application has been installed;

ORDER FORM: a completed and signed order for the Service in the form prescribed by Peoplesafe;

PEOPLESAFE: Skyguard Limited trading as Peoplesafe (company number 4107459), whose registered office is situated at Emerald House, East Street, Epsom, Surrey, KT17 1HS and its affiliated companies which are part of the Peoplesafe group of companies;

PEOPLESAFE NATIONAL RESPONSE SERVICE: a fleet of mobile security patrol vehicles operated by a third-party service provider that are capable of being contacted by Peoplesafe if the other Response Services are unable to respond (or it is inappropriate for them to do so).  Response times depend on location and an estimate can be provided on application to Peoplesafe. Patrol vehicle operatives are trained to observe, report and provide reassurance as appropriate. They are not first aid qualified and will avoid physical confrontation with an assailant. This service is not available in the Republic of Ireland;

PEOPLESAFE PORTAL: an online administration system that allows Customers to Register Users with Peoplesafe, enter essential User information used in incident management and provide management reports;

PERSONAL SAFETY APPLICATION: a mobile application provided by Peoplesafe to Customers that Users may install on a communications and/or positioning device which is not provided by Peoplesafe, for use in connection with the Service;

PERSONAL SAFETY DEVICE: a communications and/or positioning device, including BWC where specified in the Order Form, provided by Peoplesafe to Customers for use in connection with the Service;

REGISTER or REGISTRATION: the process by which the User becomes registered on Peoplesafe’s system by being paired to his or her Personal Safety Application or Personal Safety Device and where the relevant information fields in the Peoplesafe Portal are completed;

RESPONSE SERVICES: any or all of the emergency services including, but not limited to, the police, ambulance, fire services and the Peoplesafe National Response Service;

SERVICE: any service offered by Peoplesafe to the Customer from time to time including but not limited to the ARC Service, the PS Alert service and the provision of Equipment, subject to the limitations, terms and conditions set forth in this Agreement;

SERVICE CHARGE: including but not limited to subscription charges for the Service, charges for the purchase, license, rental, repair or replacement of Equipment, plus late payment interest charges and any other fees or charges arising from this Agreement;

SERVICE START DATE: in relation to Personal Safety Devices, the Delivery Time, and in relation to Personal Safety Applications, the date from which the Customer is eligible to download the mobile application from the relevant application store and Register Users;

SIGNAL: an alarm or other message sent by a User and received by the ARC;

STANDARD CONTRACT: an Agreement for the Service provided by Peoplesafe, where not specified on the Order Form as either a Fixed Length Trial or an Initial Trial Rolling Contract;

UK GDPR: has the meaning given to it in section 3(10) (as supplemented by section 205(4)) of the Data Protection Act 2018;

USER: any person who has been nominated by the Customer and Registered with Peoplesafe as a user of Equipment;

USER MANUAL: the manual provided by Peoplesafe to the Customer setting out Equipment characteristics and functions and details of the User’s responsibilities in relation to the Service;

VAT: value added tax chargeable in the UK;

YEAR: each period of twelve months from the Service Start Date.

2            INTERPRETATION

(a)         words in the singular include the plural and words in the plural include the singular;

(b)          references to any enactment, order, regulation or other similar instrument shall be construed as a reference to the enactment, order, regulation or instrument as amended or re-enacted by any subsequent enactment, order, regulation or instrument;

(c)          words denoting any one gender include all genders and vice versa, and reference to a person shall include an individual, partnership, body corporate and unincorporated association;

(d)          references to any party shall include its personal representatives, lawful successor in title and permitted assigns; and

(e)          the words and phrases OTHER, INCLUDING and IN PARTICULAR shall not limit the generality of any preceding words or be construed as being limited to the same class as the preceding words where a wider construction is possible.

(b)          second, the Order Form; and

(c)          third, all other documents referenced herein.

3            THIS AGREEMENT

4            RENEWAL AND CANCELLATION

5            SERVICES

  • Peoplesafe shall use its reasonable endeavours to provide the Service to the Customer in relation to Users which are Registered at the relevant time from the date of Registration of each User following the Service Start Date, and until the end of the Initial Period or each subsequent Renewal Period.
    • 5.2         Certain components of the end-to-end Service are owned, controlled or managed by other parties, including but not limited to the mobile phone network infrastructure, mobile phone handsets and GPS satellites which the Service may rely upon to transmit a Signal and/or User location, the Peoplesafe National Response Service and the PS Alert Service. With regard to these components Peoplesafe is not responsible for their performance however shall use its reasonable endeavours to work with the other party to provide the Service to the Customer.
    • Peoplesafe shall have the right to make changes to any settings of the Equipment as it considers appropriate to carry out the Service.
    • Peoplesafe shall have the right to modify, update or replace the Peoplesafe Portal software as it considers appropriate to carry out the Service.
    • Verified alarms from BS 8484 compliant applications or devices will be communicated to Response Services in accordance with the National Police Chiefs Council’s Security Systems Policy. This does not apply to verified alarms originating from the Republic of Ireland, where a different system will be utilised to communicate to the response services.
    • Verified alarms from BS 8484 non-compliant applications or devices will be communicated to Response Services via methods which exclude the Police Unique Reference Numbers (URN) system.

6            SERVICE CHARGES AND PAYMENTS

  • The Customer shall pay to Peoplesafe the Service Charge in respect of the Service.
    • 6.2         Customers shall, unless otherwise agreed in writing:

(a)          make all payments to Peoplesafe by direct debit, or Credit/Debit card; and

(b)          make all payments in pounds sterling; and

  • The Customer agrees that at the end of each Year within the Initial Period or each subsequent Renewal Period that Peoplesafe may at its sole discretion increase the Service Charge by an amount up to the published Retail Price Index (RPI) rate of inflation plus 2%.
    • The Customer shall pay any airtime charges in excess of reasonable and fair usage for the Service.
    • If the Customer cancels their direct debit other than upon a valid termination of the Agreement under clauses 4.2.3, 4.3.4, 4.3.5 or 4.4.3 above, Peoplesafe reserves the right to impose a one-off £25 administration charge plus a surcharge of £2.50 per month on future invoices to reflect the additional processing costs.
    • The Customer shall notify Peoplesafe of any billing queries within 15 days of the date of the invoice.
    • The Service Charge and any other payments invoiced by Peoplesafe shall be exclusive of any applicable VAT (and shall be payable by the Customer subject to receipt of a valid VAT invoice) and of all other duties, imposts and levies.
    • If the Customer fails to make any payment within 30 days when due, without affecting any other rights which it may have, Peoplesafe shall be entitled to exercise all or any of the following rights:

(a)          suspend the provision of Service until paid;

(b)          deduct outstanding sums from any sums owed by Peoplesafe to the Customer under the Agreement or otherwise;

(c)          charge interest on the overdue amount at a rate equal to the current Bank of England base rate plus 8%.  

  • The Customer may not for any reason withhold, make deduction from, set off against or make abatement of any payment due to Peoplesafe.
    • The time of payment of the Service Charge shall be of the essence of the Agreement.

7            PEOPLESAFE RESPONSIBILITIES

  • Peoplesafe shall provide the Service with reasonable care and skill and in accordance with Good Industry Practice.
    • 7.2         The Customer acknowledges that the provision of the Service shall involve the communication of information to the Response Services in the United Kingdom and the Republic of Ireland, where communication is deemed reasonably necessary.
    • Peoplesafe shall cancel any SIM card as soon as reasonably practicable after being notified by the Customer of any loss or damage to a SIM card under clause 8.1 d).
    • Peoplesafe shall not be responsible for:

(a)          ensuring that the communication referred to in clause 7.2 shall be acted upon by the Response Services, nor that the Response Services shall appear at a User’s location in time;

(b)          communicating information from Signals sent anywhere other than on land in the United Kingdom and the Republic of Ireland, and Peoplesafe shall have no liability whatsoever (however arising) arising out of or in connection with such matters; and

(c)          providing the Service to Users where the User has not complied with Peoplesafe’s reasonable instructions in relation to making changes to any settings of the User’s Equipment or the Customer has not complied with Peoplesafe’s reasonable instructions in relation to modifying, updating or replacing of the Peoplesafe Portal software, in each case for a period of 3 months or longer after notification by Peoplesafe.

8            CUSTOMER RESPONSIBILITIES

  • 8.1         The Customer shall:
    • provide each User with a copy of the User Manual prior to their Registration and notify each User of any amendments or updates to the User Manual immediately on receipt of a notification of such amendments or updates from Peoplesafe;
    • use all reasonable endeavours to procure that Users comply with the User Manual and the Standard Terms and Conditions and are aware of their responsibilities to keep the Equipment fully functional with batteries appropriately charged;
    • Register and maintain complete and accurate details of Users, the Equipment with which Users are paired, and the mandatory fields in the Peoplesafe Portal;
    • inform Peoplesafe immediately if the Equipment or any SIM card is lost or stolen (to be confirmed in writing as soon as reasonably practicable thereafter);
    • give Peoplesafe any necessary information, facilities, instructions and responses relating to the Service to perform the Agreement in accordance with its terms;
    • not obtain a User’s location or GPS tracking information without their prior consent;
    • in the event that Peoplesafe needs to make changes to any settings of the Equipment then to ensure each User complies with instructions provided by Peoplesafe to complete the changes (for example, leaving the Equipment powered on with sufficient battery charge at a specified time);
    • in the event that Peoplesafe needs to modify, update or replace the Peoplesafe Portal software then to assist Peoplesafe to ensure Users are correctly Registered, paired with Equipment and mandatory fields have been completed in the modified, updated or replaced Peoplesafe Portal;
    • ensure each User takes all reasonable care to avoid the activation of false or accidental alarms and to avoid exceeding the number of test calls permitted by Peoplesafe. In the event of three or more false or accidental alarms activated by a User in a month, or if the User exceeds the number of test calls permitted by Peoplesafe in a month, Peoplesafe shall be entitled to levy an additional administrative fee of £50.00 (plus VAT) for that User for the month in question, and to make changes to the settings of the Equipment for that User or for all the Customer’s Users as it considers appropriate to reduce the number of false or accidental alarms or test calls.
    • For the avoidance of doubt, the Customer cannot unsubscribe from service-related emails.

9            TRIALS

  • At the end of a Fixed Length Trial, or at the end of an Initial Trial Period where the Initial Trial Rolling Contract has not been renewed, or on a termination of the Agreement during a Fixed Length Trial Period or Initial Trial Period, the Customer shall return the Equipment to Peoplesafe at the Customer’s expense. Returned Equipment should be:
    • in good condition and working order (reasonable fair wear and tear only excepted); and
    • any trademarks or labels on the Equipment, not intended to be removable, have not been removed, damaged, or obscured; and
    • returned to Peoplesafe within 30 days of the end date of the Fixed Length Trial Period or Initial Trial Period (as applicable), or if earlier, within 30 days of the date of termination of the Agreement.
    • In the event that Equipment is not returned in accordance with clause 9.1 above, then the Customer agrees to accept responsibility for the loss, damage or non-return howsoever caused, and agrees to pay Peoplesafe the replacement cost of the Equipment as set out in Schedule 1 clause 4. Peoplesafe shall have no obligation to offer refunds or credit notes for Equipment that is returned after Peoplesafe has issued an invoice for the replacement cost.
    • Where a trial is provided to the Customer free of charge, the Customer will not be liable for any charges for airtime/data up to a maximum value of £20 per month. If this maximum value is exceeded, Peoplesafe reserves the right to
      • invoice the Customer for the value of the airtime/data charge in full; and/or
      • suspend the provision of the Service until the Customer has paid the invoice; and/or
      • terminate the trial.

In these circumstances Peoplesafe will use reasonable endeavours to notify the Customer that the trial has been suspended or terminated and Peoplesafe accepts no liability for the non-availability of the Service.

10          TERMINATION

  1. Any termination or expiry of this Agreement however caused shall not affect:

(a)       any right or liabilities which have accrued prior to the time of termination; or

(b)       the continuance in force of any provision of the Agreement which expressly or by implication is intended to come into or continue in force after termination including without limitation clause 13 (Liability).

  1. On termination or expiry of this Agreement however caused:
  2. Peoplesafe shall be entitled to receive payment from the Customer of all Service Charge amounts outstanding at the date of termination including any amounts outstanding in relation to Equipment purchased by the Customer.
  3. The Customer shall immediately return to Peoplesafe all Equipment, information and materials in the Customer’s possession or under the Customer’s control which belong to Peoplesafe. If the Customer fails to do so, then Peoplesafe may by its authorised representatives, without notice and at the Customer’s expense, retake possession of the Equipment, information and materials and for this purpose may enter the Customer’s site or any premises at which the Equipment, information and materials are located. Until they have been returned or repossessed, the Customer shall be solely responsible for their safe keeping.
    1. Without affecting any other rights and remedies it might have, either party (referred as the “Innocent Party”) shall be entitled to terminate the Agreement (and, in the case of Peoplesafe, suspend its performance without liability to the Customer) at any time by giving written notice to the other party if the other party:
  4. commits a material breach of any of its obligations under this Agreement (and, where such breach is capable of remedy, has not been remedied within fifteen days of the date of receipt of a notice from the Innocent Party requiring that the same be remedied). For the purposes of this clause, material breach means a breach (including an anticipatory breach) that is serious in the widest sense of having a serious effect on the benefit which the Innocent Party would otherwise derive from:
  5. a substantial portion of the Agreement; or
  6. any of the obligations set out in clauses 6, 8, 11, 12 and 14.4, or in relation to BWC Schedule 3 clause 3, or in relation to PS-Alert Service Schedule 4 clause 2, of these Standard Terms & Conditions;
  7. has any corporate action, application, order, proceeding or appointment or other step taken or made by or in respect of it for any composition or arrangement with creditors generally, winding-up other than for the purpose of a bona fide scheme of solvent reconstruction or amalgamation, dissolution, administration, receivership (administrative or otherwise) or bankruptcy, or if it is unable to pay its debts as they fall due, or if it ceases to trade or if a distress, execution or other legal process is levied against any of its assets which is not discharged or paid out in full within three Business Days or if any event analogous to any of the foregoing shall occur in any jurisdiction in which the relevant party is incorporated, resident or carries on business.
    1. Peoplesafe shall be entitled to terminate the Agreement (or suspend its performance without liability to the Customer) at any time by giving written notice to the Customer if the Customer fails to make any payment under this Agreement for greater than 90 days of when it is due (and in this case Peoplesafe shall be the “Innocent Party”).
    2. On termination of this Agreement carried out under clause 10.3 or clause 10.4 above:
    3.  
    4.  
      1. Where the Innocent Party is the Customer, it shall be entitled to a refund from Peoplesafe of the unexpired portion of the Service Charge paid by the Customer, excluding any amounts in relation to Equipment purchased by the Customer;
      2. Where the Innocent Party is Peoplesafe, it shall be entitled to receive payment from the Customer of an amount equal to the aggregate of all future Service Charge payments which would have been payable by the Customer during the unexpired portion of the current Initial Period or Renewal Period of the Agreement.

11          INTELLECTUAL PROPERTY RIGHTS

  1. All Intellectual Property Rights in the Equipment and/or Service shall remain at all times vested in Peoplesafe. No Intellectual Property Rights of Peoplesafe are transferred to the Customer and no licenses to use any Intellectual Property Rights of Peoplesafe are granted to the Customer except as may be necessary for the usual use of the Equipment and/or Service supplied.
    1. The Customer shall not remove, obscure or otherwise alter or interfere with any of the logos, marks or branding appearing on any of the Equipment or their packaging.
    2. The Customer consents to the Supplier using its name, logo or information related to this agreement for the Supplier’s case studies.

12          DATA PROTECTION

  1. 12.1       For the purposes of this clause 12:
  3. data controller shall mean the Customer;
  4. data processor shall mean Peoplesafe.
    3. Peoplesafe confirms that it shall comply with Schedule 2 Section 2.
    4. The Customer confirms that it shall comply with Schedule 2 Section 3 and warrants it has all authority and consents necessary to enable Peoplesafe to process the data in accordance with the Applicable Data Protection Laws for the purposes of this Agreement.
    5. The Customer agrees to indemnify and keep fully indemnified and defend at its own expense Peoplesafe against all costs, claims, fines, penalties, damages and/or expenses incurred by Peoplesafe or for which Peoplesafe may become liable due to:
      1. any failure by the Customer or its End-Users to comply with the Applicable Data Protection Laws and/or Schedule 2 Section 3 of these Standard Terms and Conditions; or
      2. actions or omissions by the Customer or its End-Users which directly or indirectly causes Peoplesafe to be in breach or alleged to breach the requirements of the Applicable Data Protection Laws.

13          LIABILITY

  1. All warranties, conditions, terms and liabilities express or implied, statutory or otherwise, on the part of Peoplesafe, in respect of compliance with descriptions, the quality or the fitness for purpose of the Equipment and/or the Service which are not expressly set out in the Agreement are excluded except to the extent such exclusion is prohibited or limited by law.
    1. Without prejudice to the other limitations on Peoplesafe’s liability in the Agreement, Peoplesafe’s liability, however arising, in respect of:

(a)          claims relating to the purchase of Equipment is limited to the price payable under the Agreement for the Equipment giving rise to the claim; and

(b)          all other claims, both in respect of each claim (or series of claims arising from the same events or circumstances) and in respect of all claims in aggregate which arise in or relate to each Year is limited to an amount equal to the amount of the Service Charge for the Service (excluding amounts relating to purchase of Equipment, and exclusive of VAT and any other taxes and duties) giving rise to the claim in such Year.

  1. Notwithstanding any other provision of the Agreement, but subject to clause 13.5, Peoplesafe shall have no liability arising out of or in connection with the Agreement, the Equipment or the Service for (in each case howsoever arising):

(a)          any loss of or damage to profit, revenue, anticipated savings, data, information, use, contract, goodwill, opportunities or business; or

(b)          any indirect or consequential loss or damage; or

(c)          any loss or damage arising out of or in connection with any of the circumstances specified in clause 13.6; or

(d)          any failure of the ARC to communicate information where the User has communicated with the ARC in a language other than English; or

(e)          any failure of the ARC to receive a Signal or a User’s GPS position arising out of or in connection with circumstances beyond Peoplesafe’s reasonable control (including (without limitation) any failure arising out of or in connection with geographic or atmospheric conditions, the proximity of GSM radio masts to the User or a blockage or failure of the GSM network); or

(f)           any non-availability of the Peoplesafe Portal, the PS Alert Service or the Peoplesafe National Response Service where such non-availability arises out of or in connection with circumstances beyond Peoplesafe’s reasonable control.

  1. The term HOWSOEVER ARISING when used or referred to in this clause 13 shall cover all causes and actions giving rise to liability of Peoplesafe arising out of or in connection with the Agreement, the Equipment and/or Service:
  2. whether arising by reason of any misrepresentation (whether made prior to and/or in the Agreement), negligence, breach of statutory duty, other tort, repudiation, renunciation or other breach of contract, restitution or otherwise;
  3. whether arising under any indemnity;
  4. whether caused by any total or partial failure or delay in supply of the Equipment and/or Service or by any defect in hardware, software or materials; and
  5. whether deliberate (but not with malicious intent) or otherwise, however fundamental the result.

13.5       The exclusions and limitations of liability contained in these terms and in the Agreement shall apply regardless of whether the loss or damage was foreseeable or whether the Customer notifies Peoplesafe of the possibility of any greater loss or damage but no such exclusion or limitation shall apply to the extent that such liability cannot be limited by law including liability for death or personal injury caused by negligence; or fraud or fraudulent misrepresentation.

  1. The Customer shall at all times indemnify Peoplesafe against all claims, demands, costs (including legal costs on a full indemnity basis), expenses, losses and liabilities incurred by Peoplesafe where the Customer or its Users:
  2. commits any fraud (including but not limited to fraudulent misrepresentation);
  3. causes death or personal injury by their own negligence;
  4. breaches any obligations implied by Section 12 of the Sale of Goods Act;
  5. has provided to Peoplesafe any inaccurate and/or incomplete information, including (without limitation) inaccurate and/or incomplete information provided on Registration or subsequently in the Peoplesafe Portal, or any other inaccurate and/or incomplete information provided in relation to Users;
  6. has misused Equipment (or any other equipment to which a User is paired) including (without limitation) any use of such equipment that is not in accordance with instructions supplied by Peoplesafe and/or the manufacturer of the equipment;
  7. has committed any breach of the User Manual;
  8. has used any Equipment (or any other equipment to which a User is paired) for any purpose which is not lawful or which is outside the scope of this Agreement; and
  9. has caused loss of or damage to Equipment (or any other equipment to which a User is paired) which is owned by Peoplesafe.

14          GENERAL TERMS

  1. Force Majeure. Neither party shall be in breach of this Agreement to the extent that it is prevented from performing its duties and obligations under this Agreement directly as a result of any event beyond its reasonable control including act of God, governmental regulation, fire, war, terrorist activity or civil commotion (each an EVENT OF FORCE MAJEURE). If an Event of Force Majeure continues for more than a period of 30 days Peoplesafe shall be entitled at its discretion to perform, suspend performance of, and/or terminate the Agreement.
    1. 14.2       Entire Agreement. These terms, together with those set out in the Agreement, constitute the entire agreement and understanding of the parties and supersede any previous agreement or understanding between the parties with respect to the arrangements contemplated by or referred to in these terms and the Agreement. Each of Peoplesafe and the Customer acknowledges and agrees that:

(a)          in entering into the Agreement it does not rely on, and shall have no remedy in respect of, any statement, representation, warranty (in each case whether negligently or innocently made), or understanding of any person (whether party to the Agreement or not) which is not expressly set out in these terms and/or the Agreement; and

(b)          the only remedy available to it for breach of any statement, representation or other term that is expressly set out in the Agreement shall be for breach of contract under the terms of the Agreement.

  1. 14.3       ASSIGNMENT. Peoplesafe may at any time assign, novate (and the Customer hereby gives its irrevocable consent to any novation), transfer, charge or deal in any other manner with any of its rights hereunder, and may sub-contract any or all of its obligations under the Agreement. The Customer shall not assign, novate, transfer, charge, hold on trust for another or deal in any other manner with any of its rights or obligations under the Agreement, or purport to do so, or sub-contract any or all of its obligations under the Agreement without the prior written consent of Peoplesafe in its absolute discretion.
    1. CONFIDENTIALITY. Neither party shall without the prior written consent of the other party (during and after termination of the Agreement) use (other than in the performance of the Agreement) or disclose to any other person any confidential information of the other party, except that any obligations contained in this clause shall not prevent any disclosure of confidential information which is required by law, court order or any legal or regulatory authority, which is required to comply with the rules of any relevant stock exchange, or disclosure to a party’s professional advisors, acting in their capacity as such.
    2. THIRD PARTY RIGHTS. No third party, other than Peoplesafe’s agent or subcontractor, shall be entitled to enforce the provisions of this Agreement pursuant to the Contract (Rights of Third Parties) Act 1999.
    3. NOTICES. The respective addresses for service of notices under this Agreement shall be as specified in the Order Form and all notices and other communications under this Agreement shall be made by hand, courier, or first class pre-paid mail (either recorded delivery or registered) and will be deemed  to have been communicated upon the date of actual delivery, provided that the parties may agree to serve notices by ordinary first class pre-paid mail, email, and provided further that Peoplesafe’s provision of a notice shall be deemed served if issued by Peoplesafe as an electronic communication within the Peoplesafe electronic portal (as part of the Peoplesafe Portal).
    4. NO WAIVER. No failure or delay by either party to exercise any right, power or remedy shall operate as a waiver of that right, power or remedy nor shall any partial exercise preclude any further exercise of the same, or of any other right, power or remedy.
    5. CAPACITY. Each party warrants and represents to the other that it has full authority power and capacity to enter into this Agreement and that all necessary actions have been taken to enable it lawfully to enter into this Agreement.
    6. SEVERANCE. Any provision of this Agreement which is held invalid or unenforceable shall be ineffective to the extent of such invalidity or unenforceability without invalidating or rendering unenforceable the remaining terms hereof.
    7. REMEDIES. No right or remedy conferred by either party is exclusive of any other right or remedy contained in this Agreement or as the law may provide, but each shall be cumulative of every right or remedy given in this Agreement now or hereafter existing and may be enforced concurrently therewith or from time to time.
    8. RELATIONSHIP. Nothing in this Agreement shall constitute or imply, or be deemed to constitute or imply, any partnership, joint venture, agency, fiduciary relationship or other relationship between the parties other than the contractual relationship expressly provided for in this Agreement. Nothing in this Agreement shall be deemed to constitute either party the agent of the other party, and neither party shall have, nor represent that it has, any authority to make any commitments on the other party’s behalf.
    9. COUNTERPARTS. This Agreement may be entered into in any number of counterparts and by the parties to it on separate counterparts, each of which when so executed and delivered shall be an original.
    10. Dispute Resolution. All disputes arising out of or in connection with the Agreement shall to the extent possible be settled amicably by negotiation between the parties within thirty (30) days from the date of written notice by either party of the existence of such a dispute. If the dispute is not resolved in accordance within thirty (30) days thereof, the parties will attempt to settle it by mediation in accordance with the Centre for Effective Dispute Resolution (CEDR) Model Mediation Procedure. Unless otherwise agreed between the parties, the mediator will be nominated by CEDR. To initiate the mediation, a party must give notice in writing (ADR notice) to the other party requesting the mediation. A copy of the request should be sent to CEDR Solve. The mediation will start not later than sixty (60) days after the date of the ADR notice. No party may commence any court proceedings in relation to any dispute arising out of the Agreement until it has attempted to settle the dispute by mediation and either the mediation has terminated or the other party has failed to participate in the mediation, provided that the right to issue proceedings is not prejudiced by a delay.
    11. Governing law. This Agreement and any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the law of England and Wales.
    12. Jurisdiction. Each party irrevocably agrees that the courts of England and Wales shall have exclusive jurisdiction to settle any dispute or claim (including non-contractual disputes or claims) arising out of or in connection with this Agreement or its subject matter or formation.

SCHEDULE 1 – EQUIPMENT

Clause 1 shall apply where the Order Form specifies that Equipment is leased from Peoplesafe.

Clause 2 shall apply where the Order Form specifies that the Customer has purchased the Equipment from Peoplesafe.

Clause 3 refers to Warranty and Replacement for Equipment 

Clause 4 refers to Replacement charges for Equipment.

  1. 1            LEASED EQUIPMENT
  1. The Equipment shall at all times remain the property of Peoplesafe, and the Customer shall have no right, title or interest in or to the Equipment (save the right to possession and use of the Equipment subject to the terms and conditions of this Agreement for the Equipment Lease Period).
    1. Where stated in the Order Form that a deposit is payable for the Equipment (the “Deposit”) then the Customer shall pay the Deposit to Peoplesafe.
      1. The Deposit is a deposit against default by the Customer of payment of any Service Charges or any loss of or damage to the Equipment. If the Customer fails to pay any Service Charges by the date when they fall due or causes any loss or damage to Equipment (in whole or in part), Peoplesafe shall be entitled to apply the Deposit against such default, loss or damage. The Customer shall pay to Peoplesafe any sums deducted from the Deposit within ten Business Days of a demand for the same.
      2. The Deposit (or remaining balance of the Deposit) shall be refundable within ten Business Days of the end of the Equipment Lease Period.
      3. No interest will be accrued or payable on the Deposit.
    2. The Customer shall pay to Peoplesafe the Service Charge specified in the Order Form for the lease of the Equipment.
    3. The Customer shall not sell or offer for sale, assign, mortgage, pledge, sub-let or lend out the Equipment or in any way part with the Equipment or any interest therein and shall keep the Equipment in its own possession legal and physical and under its control and shall prevent the creation of any charge or lien thereon.
    4. Risk of loss or damage to the Equipment shall pass to the Customer from the Delivery Time.
    5. Peoplesafe shall be entitled to decide the method of carriage for delivery. If the Customer requests a particular method of carriage for delivery, it shall be liable for any damage caused to the Equipment and any additional charges, costs and expenses incurred by Peoplesafe in arranging for carriage by this different method.
    6. Peoplesafe shall use reasonable endeavours to deliver the Equipment to the Delivery Address by the agreed delivery dates or, if no delivery dates are agreed, within a reasonable time. All delivery dates and times are estimates only and time shall not be of the essence in respect of these. Peoplesafe shall not be liable for any matter arising from late delivery or non-delivery.
    7. The Customer shall take all reasonable and proper care of the Equipment and keep it in good and serviceable condition (reasonable fair wear and tear excepted) and shall indemnify Peoplesafe against loss of or damage to the Equipment (including all replacement costs) howsoever caused.
    8. The Customer shall, at its own expense and throughout the period of use, be responsible for insuring the Equipment against all loss or damage, in an amount equal to its new replacement value.
    9. At the end of the Equipment Lease Period, or on a termination of the Agreement, the Customer shall return the Equipment to Peoplesafe at the Customer’s expense. Returned Equipment should be:
  2. in good condition and working order (reasonable fair wear and tear only excepted); and
  3. any trademarks or labels on the Equipment, not intended to be removable, have not been removed, damaged, or obscured; and
  4. returned to Peoplesafe within 30 days of the end date of the Equipment Lease Period, or if earlier, within 30 days of the date of termination of the Agreement.
    1. In the event that Equipment is not returned in accordance with clause 1.10 of Schedule 1 above, then the Customer agrees to accept responsibility for the loss, damage or non-return howsoever caused, and agrees to pay Peoplesafe the replacement cost of the Equipment as set out in Schedule 1 clause 4. Peoplesafe shall have no obligation to offer refunds or credit notes for Equipment that is returned after Peoplesafe has issued an invoice for the replacement cost.
    2. 1.12        If at any time the Customer agrees to lease additional Equipment not specified in the Order Form, the parties will agree a new Order Form specifying the Equipment Lease Period and Service Charge which will apply to the additional Equipment.
    3. The Customer agrees that during the term of this Agreement that Peoplesafe shall have the right, from time to time, to make such changes to any of the Equipment settings as it considers appropriate in order to carry out the Service.
  • PURCHASED EQUIPMENT
  • The price for the Equipment will be as stated in the Order Form and will be payable in accordance with clause 6.
    • Equipment prices exclude Delivery Charges. Delivery Charges shall be charged in addition to the Equipment price.
    • In the event that the Customer amends their instructions or adds additional instructions for delivery of the Equipment after the date of the Agreement, then Peoplesafe reserves the right to increase the price of the Equipment and/or the Delivery Charges by the amount of any additional costs incurred by Peoplesafe.
    • If the Customer fails to make any payment relating to Equipment when due, without affecting any other rights which it may have, Peoplesafe shall be entitled to re-sell or re-hire any Equipment not yet delivered to the Customer and/or demand the return of any Equipment which remains in the ownership of Peoplesafe.
    • Risk of loss or damage to the Equipment shall pass to the Customer from the Delivery Time.
    • Peoplesafe shall be entitled to decide the method of carriage for delivery. If the Customer requests a particular method of carriage for delivery, it shall be liable for any damage caused to the Equipment and any additional charges, costs and expenses incurred by Peoplesafe in arranging for carriage by this different method.
    • Peoplesafe shall use reasonable endeavours to deliver the Equipment to the Delivery Address by the agreed delivery dates or, if no delivery dates are agreed, within a reasonable time. All delivery dates and times are estimates only and time shall not be of the essence in respect of these. Peoplesafe shall not be liable for any matter arising from late delivery or non-delivery.
    • Where the Customer notifies Peoplesafe of any non-delivery of, or defects or shortages in, the Equipment, Peoplesafe’s only liability shall be as soon as reasonably practicable to, at its sole option, repair or replace defective Equipment, make good any shortages, or to refund to the Customer the purchase price paid for the Equipment.
    • Title to the Equipment shall pass to the Customer on receipt by Peoplesafe in full of the price (including VAT) for the Equipment under the Agreement. Until title to the Equipment has passed to the Customer the Customer shall hold such Equipment as a fiduciary of Peoplesafe. In the event that any payment for all or any Equipment is overdue or is likely to remain unpaid, the Customer hereby irrevocably grants the right to Peoplesafe to enter any premises occupied by the Customer and to remove all or any Equipment of Peoplesafe which are in the Customer’s possession.
    • If at any time the Customer agrees to purchase, and Peoplesafe agrees to sell, additional Equipment to the Customer not specified in the Order Form, the parties will agree a new Order Form specifying the additional Equipment and the Equipment prices.
    • The Customer agrees that during the term of this Agreement, and notwithstanding whether Title to the Equipment has passed to the Customer, that Peoplesafe shall have the right, from time to time, to make such changes to any of the Equipment settings as it considers appropriate in order to carry out the Service.
  • WARRANTY AND REPLACEMENT
  • If the Customer finds a material defect in the Equipment during the Equipment Warranty Period, and provided that the defect did not result from:
  • any misuse, neglect or mishandling of the Equipment by End-Users; or
  • any failure by End-Users to comply with the User Manual or other instructions provided by Peoplesafe; or
  • any information provided by End-Users; or
  • any modification or alteration by any person other than Peoplesafe’s authorised personnel; or  
  • any loss or damage, howsoever caused,

              and provided that the Customer:

  • informs Peoplesafe as soon as is reasonably practicable after the defect was discovered, and in all cases before the end of the Equipment Warranty Period; and
  • proceeds as instructed by Peoplesafe (including where instructed to ensure the prompt return of the Equipment, at the Customer’s expense, of the Equipment claimed to be defective).

then Peoplesafe will carry out any investigation required to confirm the Equipment is defective, and in the event the Equipment is defective and the defect is directly attributable to defective material, workmanship or design by the manufacturer then as soon as is reasonably practicable, at Peoplesafe’s sole option, either:

  1. change settings of the Equipment to rectify the problem; or
    1. repair the Equipment; or
    2. replace the defective Equipment (for Equipment where the warranty is provided directly by Peoplesafe); or
    3. assist the Customer to claim under a third party warranty (for Equipment where the warranty is provided by a third party).
  • Where repair or replacement of Equipment is not covered by Schedule 1 clause 3.1, for example due to loss or damage by a User, or a defect arising later than the end of the Equipment Warranty Period, then Peoplesafe can arrange for replacement, subject to availability of the product and chargeable to the Customer. Equipment replacement costs will be as set out in Schedule 1 clause 4.
  • 4            EQUIPMENT REPLACEMENT CHARGES

4.1          Replacement charges for Equipment (price excluding VAT):

Type of Equipment  Charge to Customer
Peoplesafe supplied Personal Safety Devices (including MicroSOS, MySOS, Microguard)  £100 per device
Third party supplied Personal Safety Devices (including TWIG, SPOT, BWC)  Manufacturer’s sales price per device
Accessories  Peoplesafe’s sales price per product

Schedule 2 – Data Protection Terms

1            INTRODUCTION

  1. The parties have agreed that the scope of the processing activities taking place under the Agreement includes:
  2. using a Mobile Device’s GPS functionality to determine its location, and tracking and recording location and other information about the Mobile Device for the purpose of providing the Service;
  3. upon alarm activation, taking audio recordings and describing details about the User, the location of the Mobile Device, and other details known to Peoplesafe to nominated contact(s) and/or emergency authorities;
  4. in the case of BWC, taking video recordings;
  5. storing and making available to the Customer live and historic reporting of information related to the Service.
    1. Categories of data subjects may include as applicable:
  6. End-Users;

(c)          Persons under supervision and/or support of the Customer.

  1. The types of personal data that may be processed include but are not limited to those types listed in the table below. Mandatory data types are required for Peoplesafe to provide the Service. Non-mandatory data types are available if required.
Personal Data TypeMandatory  Data Type
First nameYes
Last nameYes
Contact DetailsYes
Phone numberYes
EmailYes
Job titleYes
GPS locationYes
Details of incidents / alarmsYes
Audio RecordingsYes
Video RecordingsYes (in the case of BWC)
UsernameYes (if login to Peoplesafe Portal is required)
PasswordYes (if login to Peoplesafe Portal is required)
AddressYes (if required for delivery of Equipment)
DOB 
Photograph 
Signature 
Gender 
Physical Description 
Medical Info 
Blood Type 
Employee Number 
Car Registration 
  • PEOPLESAFE OBLIGATIONS
    • Peoplesafe agrees:
  • to use personal data only in so far and for so long as is necessary for the purpose of carrying out its obligations under the Agreement;
  • to only process or disclose personal data upon written instructions from the Customer unless otherwise required by law (and Peoplesafe will notify the Customer if it is required by law to process personal data unless that law prohibits such information on important grounds of public interest);
  • to take all appropriate and reasonable technical and organisational measures to protect personal data in accordance with Applicable Data Protection Laws and as approved by the Customer;
  • to keep the personal data separate from all other data held by it as Data Processor;
  • not to transfer personal data outside the UK without the prior written consent of the Customer;
  • to ensure that only such of its employees who may be required to assist it in meeting its obligations under this Agreement shall have access to the personal data, and ensure such employees are subject to an obligation of confidentiality and have undergone training in the care and handling of personal data;
  • to promptly notify the Customer of any communication from a data subject regarding the processing of their personal data, including but not limited to a subject access request, of any communication from the Information Commissioner or other regulatory authority in connection with personal data relevant to the Customer, or of any complaint or other communication related to compliance with Applicable Data Protection Laws  in connection with personal data relevant to the Customer;
  • subject to the nature of the processing taking place under the Agreement and the information available to Peoplesafe, to use its reasonable endeavours to:

(i)     assist the Customer in meeting its obligations under Applicable Data Protection Laws in relation to the security of processing, the notification of personal data breaches under Applicable Data Protection Laws and, to the extent reasonably required, data protection impact assessments;

(ii)    assist the Customer in complying with data subjects’ rights under Applicable Data Protection Laws; and

(iii)   allow for and contribute to any audits and inspections required under the terms of the Agreement or conducted by a regulator relating to Peoplesafe’s data protection obligations under the Agreement;

  • on reasonable request by the Customer, to provide the Customer with a copy of personal data held by it as Data Processor;
  • to promptly comply with any request from the Customer to amend, transfer or delete personal data;
  • to cease processing the personal data immediately upon the termination or expiry of the Agreement and at the Customer’s option either return, or securely delete the personal data (unless required otherwise by law);
  • to designate a data protection officer where required to do so;
  • to flow down to any sub-processors (as defined in Applicable Data Protection Laws and to the extent applicable given the nature and type of processing in question) the same or similar protections with regard to the processing of personal data as are applicable between Peoplesafe and Customer as set out in the Agreement;
  • to notify the Customer immediately within two (2) business days if it becomes aware (actual or perceived) of any unauthorised or unlawful processing, loss of, theft, damage to or destruction of any personal data and to investigate the breach and provide such report to the Customer regarding the breach within two (2) business days of such breach; and
  • upon reasonable written notice, to make available to the Customer information necessary to demonstrate Peoplesafe’s compliance with the data protection obligations set out in the Agreement.

3            CUSTOMER OBLIGATIONS

  • The Customer agrees:
  • as data controller, that the Customer shall have primary responsibility for managing data subject rights and all communications with the data subject shall be made by the Customer;
  • it will only issue lawful instructions to Peoplesafe with regard to the processing of personal data;
  • it will ensure that all necessary permissions, consents and authorisations to enable Peoplesafe to process the personal data in accordance with the Customer’s instructions have been fully and properly obtained from data subjects before providing Peoplesafe with those instructions;
  • it will notify Peoplesafe immediately if any necessary permissions, consents or authorisations to process personal data are withdrawn and agree that Peoplesafe shall not be liable for any failure to perform its obligations under the Agreement if those obligations are dependent upon Peoplesafe processing the personal data;
  • that the way in which Peoplesafe shall meet its responsibilities described in clause 2 of Schedule 2 above (with regard to security of processing) is in accordance with the technical and organisational measures set out in the Agreement and/or otherwise confirmed in writing by Peoplesafe to the Customer. The Customer confirms that it approves those technical and organisational measures as being suitable for the purposes of the Agreement and agrees that Peoplesafe shall be entitled to amend these from time to time, as it considers appropriate, with any changes providing at least equivalent protection;
  • that Peoplesafe is entitled to engage and replace any third party to assist it in meeting its obligations under the Agreement and, where such third party is a processor or sub-processor of personal data, the Customer acknowledges that this constitutes the Customer’s prior general written authorisations as determined by Applicable Data Protection Laws;
  • that where the Order Form specifies Peoplesafe will provide International Services, that Peoplesafe is entitled to transfer personal data outside of the UK for the purpose of providing the International Services, and the Customer acknowledges that this constitutes the Customer’s prior general written authorisations as determined by Applicable Data Protection Laws.