1. Definitions and interpretation
1.1 In these Conditions:
| ASK4 Provided Equipment | means the equipment to be provided by ASK4 for You to install; |
| Best Industry Practice | means in relation to any undertaking and any circumstances, the highest degree of professionalism, skill, diligence, prudence and foresight which would be expected from a professional and reputable company engaged in the same type of activity as the Installation Services; |
| Business Days | means a day other than a Saturday, Sunday or bank/public holiday in the country in which the Installation Services are to be provided; |
| Completion | means the date on which You complete the Installation Services outlined in each Contract; |
| Completion Documentation | means the ASK4 Contract Works Handover documentation required to evidence completion of the Installation Services as more particularly detailed in the Policies but including:
|
| Confidential Information | means information that is confidential in nature concerning the other party including, any details of its business, affairs, customers, clients, suppliers, plans or strategy; |
| Contract | means the contract between You and ASK4 for Your supply of Installation Services as agreed in accordance with these Conditions; |
| Contract Commencement Date | means the date set out in each Contract on which You are to start providing the Installation Services under that Contract; |
| Contract Completion Date | means the date by which You are to complete the Installation Services outlined in each Contract; |
| Contract Manager | means the person to represent each party in relation to the commercial terms associated with the provision of Installation Services; |
| Charges | means the amount payable for the ordered Installation Services as set out in the Contract which shall be calculated in accordance with any agreed rate card or similar fee schedule; |
| Installation Services | means the installation and/or configuration of active and passive electronic equipment services as more particularly detailed in each Contract; |
| Policies | means the:
issued to you by ASK4 (as may be updated from time to time on reasonable notice); |
| Purchase Order | means the document issued by ASK4 detailing the final and fixed Charges for each Contract; |
| Site | means the location at which the Installation Services shall be performed; |
| Supplier Provided Equipment | means any equipment, cabling or other goods (including making good products) installed by You in the provision of the Installation Services that is not ASK4 Provided Equipment. |
2. Application
2.1 These Conditions apply to all Contracts for Installation Services. If you are providing goods or services that are not Installation Services (or are not Supplier Provided Equipment related to Installation Services), then ASK4’s Standard Terms and Conditions of Purchase at ask4.com/legal/ask4-terms-of-purchase shall apply.
3. Contract Process
3.1 From time to time, ASK4 shall submit a request for services to You specifying the Installation Services ASK4 requires to be delivered (each a “Work Pack”). The Work Pack shall include:
3.1.1 the address of the Site where the Installation Services are to be provided;
3.1.2 the Contract Commencement Date and Contract Completion Date; and
3.1.3 the scope of the Installation Services. The issue of the Work Pack is not an offer capable of acceptance by You.
3.2 You shall respond within 2 Business Days of receipt of the Work Pack either:
3.2.1 with a quotation confirming your ability to provide the Installation Services detailed in the Work Pack and the associated Charges payable (which must be calculated in accordance with any agreement between the parties);
3.2.2 with any queries or comments you have on the Work Pack to enable you to provide a quotation; or
3.2.3 rejecting the terms of the Work Pack (You shall not reject Work Packs where they are issued in accordance with any forecast agreed with ASK4 whereby You have committed to accept a volume of Work Packs).
3.3 If ASK4 accepts the terms of the quotation, ASK4 shall issue You with a signed Purchase Order and this Purchase Order, the Work Pack, and these Conditions shall form the Contract. Your terms do not apply, nor are any terms incorporated by course of dealing or trade custom and practice.
3.4 Unless otherwise agreed, ASK4 shall be entitled to amend or terminate a Contract by giving You notice in writing in relation to any Installation Services where performance at the Site has not commenced at no cost to ASK4.
4. Your obligations
4.1 You shall:
4.1.1 perform the Installation Services in accordance with Best Industry Practice, the Service Standards (if any) and the requirements of the relevant Contract;
4.1.2 perform all Installation Services by relevant the Contract Completion Date for those Installation Services (and acknowledge time is of the essence);
4.1.3 act professionally and comply with the Policies;
4.1.4 ensure all Supplier Provided Equipment: meets any applicable Service Standards or requirements of the Contract; conforms to any descriptions given in quotations, estimates and sales material; is of satisfactory quality and fit for purpose; meets appropriate industry standards and has been appropriately certified (CE and CA, fire rated as applicable) and is provided with an industry-standard manufacturer warranty enforceable by ASK4 and ASK4’s customer;
4.1.5 comply with all applicable laws, support ASK4’s compliance with applicable laws and not do anything that would cause ASK4 or any of ASK4’s customers to be in breach of applicable laws;
4.1.6 ensure all employees/personnel providing the Installation Services are appropriately trained and vetted as required by applicable law, the Policies or ASK4’s customer;
4.1.7 ensure all tools, equipment and other items used for (or in) the provision of the Installation Services are in good condition and in good working order; and
4.1.8 obtain and maintain all necessary licences, permits and consents to perform the Installation Services.
4.2 You shall provide the required Completion Documentation for all Installation Services provided within 2 Business Days(or any earlier date as specified in the Policies) of the Contract Completion Date.
5. ASK4’s obligations
5.1 ASK4 shall:
5.1.1 provide any ASK4 Provided Equipment needed for You to provide the Installation Services;
5.1.2 procure appropriate access to the Site where Installation Services are to be provided; and
5.1.3 pay the Charges for Installation Services in accordance with these Conditions.
6. Contract management and reporting
6.1 Each party shall appoint a Contract Manager to act as the main point of contact for the other party, and You shall ensure your Contract Manager responds to all emails and phone calls from ASK4 within one Business Day.
6.2 The Contract Managers should meet at least quarterly to discuss the methods to reduce the Charges and to improve the Installation Services and the relationship between the parties.
7. Poor Performance
7.1 ASK4 may reject any Installation Services or Completion Documentation which are not completed in accordance with the Contract, and You shall promptly remedy the issues at Your own cost within the timescales set out by ASK4, or ASK4 shall be entitled to fix at its own cost and receive reimbursement for this from You.
7.2 Where You fail to comply with the Contract, ASK4 shall be entitled to recover any service credits specified in the Contract (or as otherwise generally agreed between the parties) and all losses, damages, costs and expenses ASK4 and ASK4’s customer incurs arising from your default.
7.3 ASK4’s rights in this clause are in addition to any other rights ASK4 may have under these Conditions and are not exclusive of any other rights and remedies, whether provided by law or otherwise.
8. Risk and title
8.1 Title in the ASK4 Provided Equipment shall remain with ASK at all times. Risk in the ASK4 Provided Equipment shall vest in You from when it is placed at Your disposal until it is installed. You shall maintain ASK4 Provided Equipment in satisfactory condition and keep it insured for its full replacement value. ASK4 Provided Equipment that is not used as part of the Installation Services (including any faulty ASK4 Provided Equipment), shall be securely returned to ASK4 by You at your cost. ASK4 shall be entitled to deduct the cost of any ASK4 Provided Equipment that is lost or damaged by You from the Charges.
8.2 Risk and title in the Supplier Provided Equipment shall pass to ASK4 on Completion.
9. Charges
9.1 You shall issue Your invoice for the Charges due in respect of a Contract, within 7 Business Days following the Contract Completion Date. ASK4 shall be entitled to withhold 25% of Charges payable under the relevant Contract until the Completion Documentation is provided to ASK4's reasonable satisfaction.
9.2 ASK4 shall pay all undisputed invoices in accordance with the payment terms specified in the Purchase Order and where no such terms are specified in the Purchase Order by the end of the subsequent calendar month to which the invoice was received in.
9.3 You shall ensure Your invoices comply with applicable VAT (or equivalent sales tax) requirements and applicable laws.
9.4 Where sums due are not paid in full by the due date, You may charge interest on such sums at 2% per annum, and interest shall accrue on a daily basis and apply from the due date for payment until actual payment in full.
9.5 You will keep time sheets showing the hours worked by employees/personnel providing the Installation Services and, if requested, produce them to ASK4.
10. Health and Safety
10.1 You shall:
10.1.1 provide ASK4 with relevant information to enable ASK4 to successfully assess Your compliance with applicable health & safety laws;
10.1.2 nominate a dedicated health and safety contact for all the Installation Services;
10.1.3 produce a site-specific risk and method statement (RAMS) no later than 3 Business Days prior to commencement of any Contract for approval by ASK4 (not being unreasonably withheld or delayed) and You shall not start providing Installation Services under any Contract without an approved RAMS;
10.1.4 keep and maintain records of mandatory health and safety training and make these available to ASK4 upon request; and
10.1.5 ensure that tools and equipment are suitable for their intended use and that details are kept on a regularly checked and updated asset register.
10.2 If You are the only entity at a Site carrying out “construction works” for the purposes of the Construction (Design and Management) Regulations 2015 or any other locally applicable implementation of European Directive 92/57/EEC (CDM Regulations), You agree to fulfil the role of the Principal Contractor and/or Principal Designer as required by the CDM Regulations but shall provide ASK4 with visibility of working practices at the Site and all documentation produced for the purposes of the CDM Regulations.
11. Limitation of liability
11.1 The liability of the parties shall not be limited in any way for the following:
11.1.1 death or personal injury caused by negligence;
11.1.2 fraud or fraudulent misrepresentation;
11.1.3 any losses caused by wilful misconduct; or.
11.1.4 any other losses which cannot be excluded or limited by applicable law.
11.2 Except where clause 11.1 applies or where the liability relates to damage to the Site or ASK4 Supplied Equipment, Your liability in connection with each Contract shall not exceed a sum equal to 150% of each Contract’s value. Your liability for any damage to the Site or ASK4 Supplied Equipment shall not exceed the level of professional indemnity insurance coverage You are required to maintain under clause 12.
11.3 Except where clause 11.1 applies, ASK4 shall not be liable for consequential, indirect or special losses or any damages for any direct loss of profits or loss or revenue.
11.4 Except where clause 11.1 applies, ASK4’s liability under each Contract shall not exceed the sum of the Charges (and any interest due thereon) due and payable by ASK4 under each Contract.
12. Insurance
12.1 You shall put in place and maintain public liability insurance and professional indemnity insurance (or local equivalents) with a reputable insurer that does not expire until six years after the last Contract Completion Date. The level of cover required shall be as specified in the Policies and Work Pack or as specified below (whichever is higher):
12.1.1 Professional indemnity insurance: £2,000,000 (or local currency equivalent) each and every claim; and
12.1.2 Public liability insurance: £5,000,000 (or local currency equivalent) for any one occurrence.
13. Termination
13.1 Either party may terminate a Contract at any time by giving notice in writing to the other party if the other party commits a material breach and such breach is not remedied within 30 days of receiving written notice of the breach.
13.2 ASK4 shall be entitled to immediately terminate the provision of Installation Services or require suspension of the provision of the Installation Services the under a Contract where:
13.2.1 ASK4 has concerns regarding Your compliance with applicable laws;
13.2.2 You are in material breach of the Policies or these Terms, and this is causing safety, security or reputational concerns; or
13.2.3 ASK4’s customer requires the Installation Services to be suspended or terminated (but ASK4 shall only suspend or terminate the requested Installation Services).
14. General
14.1 Confidentiality: A party may use Confidential Information only as is necessary to perform any obligations under the Contract provided disclosures of Confidential Information as required by law, a court of competent jurisdiction or any governmental or regulatory authority are permitted.
14.2 Non-solicitation: You shall not, either directly or indirectly, solicit, entice or induce any ASK4 employees with a view to employing or engaging them. You may employ or engage an ASK4 employee who has responded directly to a bona fide recruitment drive either through a recruitment agency You have engaged or via an advertisement You have placed publicly. The obligation lasts until two years following the last Contract Completion Date.
14.3 Data Protection: Where the provision of Goods and/or Services requires You to act as a data processor on behalf of ASK4, you shall enter into a separate data processing agreement with ASK4 that complies with applicable Data Protection Laws. Where no such agreement is entered into between the parties the provisions of the Standard Contractual Clauses between Controllers and Processors prepared by the EU Commission (Commission Implementing Decision (EU) 2021/915 of 4 June 2021) shall be incorporated into the Contract and apply to Your processing of personal data.
14.4 Assignment and other dealings: You shall not assign, transfer, charge, declare a trust over or deal in any other manner with any of its rights and obligations under the Contract without ASK4’s prior written consent (which will not be unreasonably withheld).
14.5 Subcontracting: You may not subcontract any or all of its rights or obligations under the Contract without the prior written consent of ASK4. You remain responsible for all the acts and omissions of its subcontractors.
14.6 Notices: Any notice given by a party under the Contract shall be sent to the relevant party at its registered office address by recorded post and shall be deemed received on the Business Day after posting. Notices to ASK4 shall also be sent to legal@ask4.com.
14.7 Severance: If any part of the Contract is or becomes invalid, illegal or unenforceable, it shall be replaced with a provision that, to the greatest extent possible, achieves the intended commercial result of the original provision.
14.8 Waiver: No failure or delay by a party to exercise any right or remedy provided under the Contract or by law (in whole or in part) shall constitute a waiver of that or any other right or remedy.
14.9 Entire agreement: The Contract constitutes the entire agreement between the parties provided that ASK4’s rights and remedies under the Contract are in addition to, and not exclusive of, any rights and remedies implied by applicable law.
14.10 Variation: No variation of the Contract shall be effective unless it is agreed in writing and signed by the parties or their authorised representatives.
14.11 Governing law and Jurisdiction: The Contract 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. 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 the Contract or its subject matter or formation.
NOTICE: These terms were updated to more explicitly detail Your obligations regarding the return of unutilised ASK4 Provided Equipment on 8 January 2024.
NOTICE: These terms were updated to include a reference to the ASK4 Compliance Requirements on 11 August 2023