Terms and conditions

These terms and conditions (“Terms”) govern any orders for Services placed by a customer (“you” or “your”) on the website www.gardesecuritysoftware.com (the “Website”) or by any other means; and (ii) your relationship with GARDE (UK) LIMITED, which is a company incorporated and registered in England and Wales with company number 06600185 whose registered office is at 55 CROWN STREET, BRENTWOOD, ESSEX, CM14 4BD, ENGLAND (“Garde UK”, “GARDEUK”, “we”, “our” or “us”).

Please read these conditions carefully before placing an order with Garde UK. By placing an order with us, you signify your agreement to be bound by these Terms. You should print a copy of these Terms for future reference.

Key Service Terms (please note that this is a non-exhaustive list for ease of reference only and the full Terms should be read in full below as they are binding on you):

EXCLUSIONS: The following are excluded from the scope of the Services:

a. on-site services (unless otherwise agreed and subject to agreed fees);

b. computers which are incompatible with our Systems;

c. your negligent usage of our Systems;

d. unauthorised modifications or repairs to our software,

e. any damage or loss where you have failed to notify us off an issue with your computer.

DATA PROTECTION: Both Garde UK and you agree to comply with our respective obligations under the Data Protection Act 1998

Intellectual Property Rights: any patents, copyright, trade marks, trade names, domain names, rights in get-up, rights in goodwill or to sue for passing off, rights in designs (whether registered or unregistered) database rights, topography rights, moral rights, rights in confidential information (including without limitation know-how and trade secrets) and any other intellectual property rights or industrial property rights, in each case whether registered or unregistered and including without limitation all applications for, and renewals or extensions of, such rights, and all similar or equivalent rights or forms of protection in any part of the world;

1. Engagement

1. These Terms shall:

1.1. apply to and be incorporated into any Services to be provided by Garde UK to you; and

1.2. prevail over any inconsistent terms or conditions contained in, or referred to in, any purchase order, confirmation of order, or specification, or implied by law, trade custom, practice or course of dealing.

2. Our Rights and Obligations

2.1. We aim to make your experience as trouble-free as reasonably practicable. You agree that computers, software and their associated products are often supplied in an imperfect state and that our role is to reduce the effects of such imperfections rather than to eliminate or correct them.

2.2. We shall provide the Services to you using reasonable care and skill.

2.3. We shall use reasonable endeavours to respond to queries and resolve issues raised by you in relation to your system promptly. The precise timing will depend on a variety of matters including the complexity of the problem, but we will use reasonable endeavours to respond within the same day.

2.4. The Services shall be provided during our usual working hours (09.00-17.30 (GMT) Monday to Friday inclusive (excluding public and bank holidays in England) (“Working Hours”)). We may at our discretion offer to perform work outside our standard hours, in which case we may charge you additional Fees. This may include performing remedial work that has failed during standard hours. Time shall not be of the essence in relation to the performance of the Services.

2.5. The Services will be provided remotely unless otherwise agreed with you on a case by case basis. Any on-site services may be subject to additional Fees and expenses.

2.6. Whilst Garde UK will use reasonable efforts to avoid disruptions to you when providing the Services, we take no responsibility for any issues that may arise on your own devices or in any errors in Third Party Products.

3. Your Rights and Obligations

3.1. From time to time we may request that you provide us with certain materials, information or assistance to enable us to fully perform the Services and you agree that this will promptly be provided to us. You must ensure the accuracy of all such materials or information provided to us. If we are unable to perform our obligations to you under these Terms because we have been prevented or delayed by you, such as your failure to do something requested of you, we will not be liable for any delays which may occur in the provision of the Services.

3.2. The Services are provided to you only, and you may not resell the Services to any third party.

3.3. You warrant that you have the legal right and authority to enter into and adhere to these Terms.

3.4. You agree to promptly notify us if any Unit is not operating correctly and not modify any equipment in any way without our prior agreement.

3.5. After completion of any work that we do for you, we may request that you confirm to us in writing within 24 hours that the work has been completed and is to your satisfaction. If we do not hear from you within this period, the work will be treated as complete and satisfactory.

3.6. You agree not to use the Units or the Systems in any way that: infringes the Intellectual Property Rights of any third party; violates any law or regulation; is defamatory, libellous, unlawfully threatening or unlawfully harassing; is pornographic or indecent; may damage the property, systems or data of others; involves risks of death, personal injury, property damage or environmental damage; involves life support systems, devices or applications; or breaches a contractual commitment between you and a third party.

3.7. It is your responsibility to ensure that prior to Garde UK providing the Services (on any occasion) that all critical data has been backed up and that appropriate recovery procedures are in place. 

3.8. It is your responsibility to ensure that the effectiveness of any Third Party Products supplied by Garde UK is maintained and that such Third Party Products are updated from time to time when an update is made available.

4.10. You agree that you will not try to decompile or reverse engineer the Systems or any Third Party Products. You will not try to use the Services for any purpose other than that for which they are offered to you. You will not attempt to connect to our servers except as provided under these Terms.

4.11. Where the Services are to be performed by Garde UK at your premises or any third party location, you are solely responsible for arranging any insurance against any loss or damage that may arise and ensuring that such premises are in a suitable condition for the provision of the Services.

4. Service Exclusions

4.1. The Services do not include the investigation, diagnosis or rectification of any fault or other problem resulting from:

4.1.1. the negligent use or operation of the Units;

4.1.2. your failure to implement recommendations in respect of faults previously advised by us; or

4.1.3. any breach by you of any of your obligations under these Terms.

4.2. You may request us to provide the Services in respect of these matters, but if we agree to do so, we will be entitled to make an additional charge in accordance with our then current standard rates.

5. Orders

5.1. Any orders placed by you will be treated as an offer to purchase the Services from us. When you place an order to purchase Services from Garde UK, we will send you a message confirming receipt of your order and containing the details of your order (the “Order Notification”). The Order Notification is acknowledgement that we have received your order, and does not confirm acceptance of your offer to purchase the Services.

5.2. We only accept your offer, and conclude the contract of sale for a Service ordered by you, when we: (i) debit your credit, debit card or (ii) send an e-mail confirming to you that we’ve accepted your order (the “Order Confirmation”).

5.3. By placing an order, you confirm that you have authority to bind any business on whose behalf you place an order for.

6. Price and Payment

6.1. We reserve the right, however, to change prices at any time by providing you with advance notice (provided that any changes will not affect fixed term orders in respect of which we have sent you an Order Confirmation).

6.2. All credit/debit cardholders are subject to validation checks and authorisation by the card issuer. If the issuer of your payment card refuses to or does not, for any reason, authorise payment to us we will not be liable to you for any delay.

6.3. If your credit or debit card payment is not processed successfully for any reason, we reserve the right to re-attempt to process payment. We will give you at least 48 hours’ notice in advance of any re-attempt to process payment by sending an email to the email address you have provided to us. If you do not want us to re-attempt to process payment, you must cancel your order within 48 hours of us sending you this email.

6.4. If you do not pay the Fees by the relevant due date (e.g. if your card is declined or a direct debit is cancelled), we reserve the right to take the following actions:

6.4.1. charge interest on any outstanding sums from the due date for payment in accordance with the Late Payment of Commercial Debts (Interest) Act 1998, accruing on a daily basis and being compounded quarterly until payment is made, whether before or after any judgment; and/or

6.4.2. suspending the Services we provide to you. We will not be liable for any loss of data that may occur in relation to the suspension of the Services.

6.3. We may set-off any liability that you may have to us against any liability that we may have to you.

7. Term and Service Renewal

7.1. Unless otherwise stated for a particular Service on the Website, each Service type has a minimum term of 12 months (“Initial Term”).

7.2. At the end of the Initial Term or at the end of any 12 month period thereafter (each a “Renewal Period”), the Services will automatically renew to avoid any Service disruption to you. However, you can stop the renewal of the Initial Term or any Renewal Period by providing us with written notice at any time prior to the renewal date. We will also send you a notification at least 30 days prior to the automatic renewal date to let you know that the renewal is approaching.

7.3. For the avoidance of doubt, the Services cannot be cancelled part-way through the Initial Term or any Renewal Period.

8. Termination

8.1. Without limiting any other rights or remedies, either party (“Terminating Party”) may terminate these Terms with immediate effect by providing written notice to the other party (“Defaulting Party”) on or at any time after the occurrence of any of the events specified below:

8.1.1. a breach by the Defaulting Party of its obligations under these Terms which (if the breach is capable of remedy) the Defaulting Party has failed to remedy within 14 days after receipt of notice in writing from the Terminating Party requiring the Defaulting Party to do so; or

8.1.2. an event, including (or similar in nature to) the following:

a. the Defaulting Party is unable to pay its debts as they fall due;

b. the Defaulting Party goes into liquidation either compulsorily (except for the purpose of reconstruction or amalgamation) or voluntarily;

c. a receiver is appointed in respect of the whole or any part of the Defaulting Party;

d. a provisional liquidator is appointed to the Defaulting Party or the Defaulting Party enters into a voluntary arrangement or any other composition or compromise with the majority by value of its creditors or has a winding-up order or passes a resolution for the voluntary winding-up or has an administrative receiver appointed or takes steps towards any such event; or

8.1.3. the Defaulting Party suspends, or threatens to suspend, or ceases or threatens to cease to carry on all or a substantial part of its business.

8.2. If these Terms terminate for any reason, notwithstanding any other provision, Garde UK shall have no obligation to refund any Fees and all Fees payable by you to Garde UK under these Terms will become due and payable immediately. This clause is without prejudice to any right byGarde UK to claim for interest or any other right under these Terms.

8.3. Any provision of these Terms that expressly or by implication is intended to come into or continue in force on or after termination or expiry of these Terms shall remain in full force and effect.

9. Limitation of Liability and Indemnity

9.1. Nothing in these Terms limits or excludes the liability of either party for death or personal injury resulting from negligence or for any damage or liability incurred by a party as a result of fraud or fraudulent misrepresentation by the other party.

9.2. Subject to clauses 11.1 and 11.7, neither party will be liable for loss of profits, loss of business, depletion of goodwill and/or similar losses, loss of anticipated savings, loss of goods, loss of contract, loss of use, loss or corruption of data or information or any special, indirect, consequential or pure economic loss, costs, damages, charges or expenses.

9.3. Subject to clauses 11.1 and 11.7, each party’s total liability to the other party in contract, tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise arising under or in connection with these Terms will be limited to a sum equal to the amount of Fees paid or payable by you for the Services in the preceding 12 month period in respect of the Unit(s) giving rise to such claim for damages.

9.4. We will take reasonable care, in so far as it is in our power to do so, to keep the details of your orders and payment secure, but in the absence of negligence on our part we cannot be liable for any loss you may suffer if a third party procures unauthorised access to any data provided by you when accessing or ordering from the Website.

9.5. Garde UK does not warrant that the Services will be fit for any particular purpose and it is your responsibility to ensure that the Service specifications meet your requirements.

9.6. Unless otherwise stated, all warranties, conditions and other terms implied by statute or common law are, to the fullest extent permitted by law, excluded from these Terms.

9.7. You will indemnify and keepGarde UK and its officers, employees, consultants, agents and sub-contractors indemnified, on demand, against all losses, costs and liabilities and all expenses, including reasonable legal or other professional expenses, suffered or incurred byGarde UK arising out of or in connection with any claim in relation to the data, information or materials provided by you either directly or indirectly to us which:

9.7.1. infringe a third party’s Intellectual Property Rights; or

9.7.2. are inaccurate or incomplete; or

9.7.3. are defamatory, offensive, breach data protection or privacy laws or are otherwise illegal.

10. Intellectual Property

10.1. All Intellectual Property Rights in the Systems and any software and/or materials (either in the form of pre-contractual documentation, site documentation or as text, images, research papers or electronically stored code for the manipulation, transmission and presentation of information) developed by us under these Terms in connection with the Services, including modifications to any software, will remain our property. We hereby grant you a non-exclusive, revocable and non-transferable licence to use the Systems, materials and software developed by us solely for your own internal purposes during the Subscription Period. This licence shall automatically terminate upon the termination of these Terms.

10.2. You will be responsible for ensuring that no action or omission of yours or of any of your personnel or contractors constitutes an infringement of any of our Intellectual Property Rights or those of any third party.

11. Confidentiality

11.1. A party (“Receiving Party”) will keep in strict confidence all technical or commercial know-how, specifications, inventions, processes or initiatives which are of a confidential nature and have been disclosed (either orally, in writing or by demonstration) to the Receiving Party by the other party (“Disclosing Party”) or its employees, agents or sub-contractors and any other confidential information concerning the Disclosing Party’s business, its products and services which the Receiving Party may obtain (“Confidential Information”).

11.2. In relation to any Confidential Information received from the Disclosing Party or from a third party on behalf of the Disclosing Party, the Disclosing Party and the Receiving Party agree:

11.2.1. to treat the Confidential Information in confidence and to use it only for the purpose of discharging the Receiving Party’s obligations under these Terms;

11.2.2. not to disclose the Confidential Information to any third party without the express written permission of the Disclosing Party (except that the Receiving Party may disclose the Confidential Information to its officers, employees, consultants, agents and sub-contractors who need access to the Confidential Information in connection with discharging the Receiving Party’s obligations under these Terms and provided that such officers, employees, consultants, agents and sub-contractors are made aware of the confidential nature of the Confidential Information and are subject to confidentiality obligations at least as onerous as those set out in these Terms); and

11.2.3. to treat the Confidential Information with the same degree of care and with sufficient protection from unauthorised disclosure as the Receiving Party uses to maintain its own confidential or proprietary information.

11.3. Nothing in these Terms will prevent the Receiving Party from using or disclosing any Confidential Information which:

11.3.1. is in or comes into the public domain in any way without breach of these Terms by the Receiving Party or any person or entity to whom it makes disclosure;

11.3.2. the Receiving Party can show was: (i) in its possession or known to it by being in its use or being recorded in its files prior to receipt from the Disclosing Party and was not acquired by the Receiving Party from the Disclosing Party under an obligation of confidence; or (ii) to have been independently developed by the Receiving Party without reference to the Confidential Information;

11.3.3. the Receiving Party obtains or has available from a source other than the Disclosing Party without breach by the Receiving Party or such source of any obligation of confidentiality or non-use;

11.3.4. is disclosed by the Receiving Party with the prior written approval of the Disclosing Party; or

11.3.5. is required by law to be released (e.g. by a court order), provided that, when permitted by the applicable law, the Disclosing Party is given as much prior written notice as possible of such request.

11.4. This clause 13 shall survive termination of these Terms, however arising.

12. Data Protection

12.1. You warrant that you have the legal right to disclose all Personal Data that you disclose to Garde UK through the Services or Systems, and that the processing of that Personal Data by Garde UK for the purposes of, and in accordance with, these Terms will not breach any applicable laws (including the Data Protection Act 1998).

12.2 .Garde UK warrants that:

12.2.1. it will act only on your instructions in relation to the processing of any Personal Data performed by Garde UK on your behalf; and

12.2.2. it has in place appropriate security measures (both technical and organisational) against unlawful or unauthorised processing of Personal Data and against loss or corruption of Personal Data processed by Garde UK on your behalf.

12.3. When you shop on the Website, we will ask you to input personal details in order for us to identify you, such as your name, e-mail address, billing address, delivery address, credit card or other payment information.

12.4. To ensure that your credit, debit or charge card is not being used without your consent, we may validate name, address and other personal information supplied by you during the order process against appropriate third party databases.

14.5. There is a possibility we may contact you to make additional security checks and we ask for your co-operation to enable us to complete them. We will not tolerate fraudulent transactions and such transactions will be reported to the relevant authorities.

14.6. By accepting these Terms, you consent to such checks being made. In performing these checks personal information provided by you may be disclosed to a registered Credit Reference Agency which may keep a record of that information. You can rest assured that this is done only to confirm your identity, that a credit check is not performed and that your credit rating will be unaffected. All information provided by you will be treated securely and strictly in accordance with the Data Protection Act 1998.

13. Insurance

13.1. You agree to maintain public liability insurance, employer’s liability insurance and insurance covering loss of data and equipment failure.

14. Amendments to these Terms

16.1. Garde UK reserves the right at any time to modify these Terms or the Services and to impose new or additional terms or conditions. If you continue to use the Services after being notified of any such modification or additional terms, you will be deemed to have accepted these changes and they will be incorporated into the contract between the parties.

15. Force Majeure

16.1. Neither party shall be liable for any delay in performing or failure to perform (other than a payment obligation) due to any act of god, war, strike lock-out, industrial action, fire, flood, drought, tempest or any other event beyond the reasonable control of either party. Such delay or failure will not constitute a breach of these Terms and time for the performance of the affected obligations will be extended by such period as is reasonable. If a force majeure event prevents, hinders or delays the affected party’s performance of its obligations for a continuous period of more than four weeks, the party not affected by the event may terminate the order immediately by giving written notice to the affected party.

16. Miscellaneous

16.1. All notices must be in writing and are deemed given when mailed by registered or certified mail, return receipt requested, to the other party’s main business address, as notified under these Terms or in an order. It is agreed that serving notice by email or fax will be an effective method of providing notice under these Terms, other than in respect of a notice of a claim.

16.2. You may not assign or sub-contract any of your rights or obligations under these Terms or any related order for goods to any third party unless agreed upon in writing by Garde UK. Garde UK reserves the right to transfer, assign, novate or sub-contract the benefit of the whole or part of any of its rights or obligations under these Terms or any related contract to any third party.

16.3. If any provision or part-provision of these Terms is or becomes invalid, illegal or unenforceable, it shall be deemed modified to the minimum extent necessary to make it valid, legal and enforceable. If such modification is not possible, the relevant provision or part-provision shall be deemed deleted. Any modification to or deletion of a provision or part-provision under this clause shall not affect the validity and enforceability of the rest of these Terms.

16.4. No one other than a party to these Terms, their successors and permitted assignees, shall have any right to enforce any of its terms.

16.5. No failure or delay by a party to exercise any right or remedy provided under these Terms or by law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy. No single or partial exercise of such right or remedy shall prevent or restrict the further exercise of that or any other right or remedy. The rights and remedies provided under these Terms are in addition to, and not exclusive of, any rights or remedies provided by law.

16.6. If you have any issues with our services, please contact us at info@gardeuk.com ]. Please note that the European Commission has established the ODR Platform, which is available at http://ec.europa.eu/consumers/odr/, as a potential means of resolving disputes.

16.7. These Terms are governed by English law and the parties irrevocably submit to the exclusive jurisdiction of the English courts. English is the only language offered for the conclusion of the contract between us.