Terms and Conditions
- Definitions
(a) The Company is Medicare Systems Limited.
(b) The Contractor is Medicare Systems Limited or its nominated sub-contractor.
(c) The Customer or Buyer is the person or organisation that has placed the order for the System.
(d) The System is the equipment and software specified in the Order.
(e) Company Equipment includes all software supplied with the System and remains the property of the Company at all times and is subject to copyright.
(f) Customer Equipment means all components of the System not belonging to the Company.
(g) Service Visits are visits carried out by the Company during normal working hours, subject to clause 4.
(h) Installation Date is the date agreed between the Company and the Customer.
(i) Order means the quotation, specification, and notes attached to it.
(j) Premises means the installation address referred to in the Order.
(k) Call-Outs are visits required where issues cannot be resolved remotely or through the repair or replacement of equipment, subject to clause 9.
(l) Emergency Call-Outs are defined as the System being wholly non-operational. A single panel or call unit failure shall not constitute an emergency, except where the System design consists of a single panel or paging system, subject to clause 10.
- Basis of Order, Sale and Installation
(a) Installation is based upon unrestricted access to the Premises during normal working hours (8:45am–4:00pm Monday to Friday, excluding bank holidays) unless otherwise agreed in writing. Any delay caused by the Customer or third parties may result in additional charges.
(b) The Customer shall identify all concealed services prior to installation. The Company shall not be liable for damage arising from undisclosed services or structural defects.
(c) Cabling work, redecoration, and making good are excluded unless agreed in writing.
(d) Removal of existing nurse-call systems is excluded unless agreed in writing.
(e) The Order is prepared without full prior knowledge of the Premises. Variations required once details are known may incur additional charges.
(f) One system briefing and demonstration is included. Additional training may be chargeable.
(g) The warranty shall be void where unapproved devices are connected to the System.
(h) The Customer shall provide suitable non-switchable 13-amp socket outlets or fused spurs as per survey for all mains-powered equipment.
(i) The Customer is responsible for ensuring the completed System meets its requirements.
(j) Equipment locations shall be confirmed prior to installation.
(k) Where heights are not specified, installation shall follow Company standards.
(l) Serviceable components shall be installed in accessible locations.
- Payment
Title to all equipment remains with the Company until paid in full.
(a) Payment shall be made in full upon installation unless otherwise stated in the Order. If payment terms are not met, the Company may:
i. Suspend services or cancel the Contract;
ii. Recover installation and removal costs;
iii. Charge interest at 8% above the Bank of England base rate.
(b) VAT shall be charged at the applicable rate.
(c) VAT exemptions must be supported by valid certification.
(d) The Company may delay commissioning or decommission the System until payment is received.
- Use of the System and Warranty
Unauthorised interference with the System invalidates the warranty.
(a) The Company shall, for twelve months from installation, repair or replace faulty equipment, excluding faults caused by batteries, negligence, wilful damage, power surges, or events beyond reasonable control.
(b) The Customer shall notify the Company of any defect and permit reasonable access for repairs.
(c) During the warranty period, the Company may provide either a repair of equipment, replacement equipment or a Service Visit.
(d) Warranty service visits are provided during normal working hours (8:45am–4:00pm Monday to Friday, excluding bank holidays).
(e) The warranty does not cover faults arising from alterations, modifications, relocation of equipment, or repairs carried out by persons not authorised by the Company.
- Data Protection and Data Processing
(a) For the purposes of UK GDPR and the Data Protection Act 2018, the Customer is the Data Controller and the Company acts as Data Processor.
(b) The Company shall process Personal Data solely to provide, maintain, and support the System, associated cloud services, and applications.
(c) The Customer warrants that it has a lawful basis for processing Personal Data and shall remain responsible for access controls and data accuracy.
(d) The Company shall implement appropriate technical and organisational security measures and ensure confidentiality of authorised personnel.
(e) The Company shall notify the Customer without undue delay of any Personal Data breach.
(f) Sub-processors may be used subject to equivalent data protection obligations.
(g) Upon termination, Personal Data shall be deleted or returned subject to legal retention requirements.
(h) This clause constitutes the data processing agreement between the parties for the purposes of Article 28 UK GDPR.
- Claims and Limitation of Liability
(a) The Company and Contractor shall perform their obligations under this Contract with reasonable skill and care and shall be liable only for direct loss or damage caused by their negligence in the performance of this Contract.
(b) Liability for property damage shall not exceed £100,000 per claim.
(c) Neither the Company nor the Contractor shall be liable for indirect or consequential loss.
(d) The Customer acknowledges that the Company has no special knowledge of the value of the Premises or its contents and shall maintain appropriate insurance.
- Indemnity
The Customer shall indemnify the Company and the Contractor against all third-party claims for loss or damage arising at the Premises, except to the extent caused by the Company’s or Contractor’s negligence.
Insolvency, Termination and Recovery
(a) The Company may suspend or terminate the Contract if the Customer becomes insolvent or ceases trading.
(b) All outstanding sums shall become immediately payable upon termination.
(c) Until title passes, the Company may require return of the equipment and may enter the Premises to recover it if necessary.
- Engineer Call-Outs
Engineer Call-Outs are provided during normal working hours on a next-available engineer basis. Customers must contact technical support prior to any site visit.
- Emergency Engineer Call-Outs
Emergency Call-Outs outside normal hours are available only to customers with applicable support plans or systems under warranty and are provided on a next-available-engineer basis.
- Network and Internet Dependency
Where the System relies on the Customer’s network infrastructure, internet connectivity, or third-party telecommunications services, the Company shall not be responsible for any failure, delay, or degradation in performance caused by such services.
The Customer is responsible for ensuring that suitable network connectivity, bandwidth, firewall configuration, and internet access are available and maintained in accordance with any specifications provided by the Company.
- Misuse of the System
The System is intended to assist staff in responding to calls and alerts but does not replace the need for appropriate supervision, staffing levels, or operational procedures.
The Company shall not be liable for any loss, injury, or damage resulting from misuse of the System, failure by staff to respond appropriately to alerts, or failure by the Customer to maintain adequate operational procedures.
- Force Majeure
The Company shall not be liable for any failure or delay in performing its obligations under this Contract where such failure or delay results from events beyond its reasonable control, including but not limited to acts of God, fire, flood, war, terrorism, industrial disputes, supply chain disruption, power failure, or failure of telecommunications networks.
Where such an event occurs, the Company shall notify the Customer as soon as reasonably practicable and shall resume performance as soon as the circumstances allow.
- Variations to the Order
Any request by the Customer to alter, add to, or vary the equipment, installation works, or system configuration after acceptance of the Order shall constitute a Variation.
The Company shall not be obliged to carry out any Variation unless agreed in writing. Any agreed Variation may result in additional charges and may affect the Installation Date.
Where additional works are requested during installation, the Company reserves the right to suspend work until the Variation and associated costs have been approved by the Customer.
- Cyber Security and System Access
(a) The Customer is responsible for maintaining appropriate cyber security, network security, and access controls within its own IT infrastructure and for ensuring that authorised users maintain secure passwords and access credentials.
(b) The Company shall not be liable for any loss, system malfunction, data breach, or interruption of service caused by unauthorised access, weak security practices, malware, or failures within the Customer’s network or IT systems.
(c) The Customer shall ensure that only authorised personnel access the System configuration, administration tools, and connected applications.
(d) Where remote access or cloud services are provided by the Company, the Customer shall cooperate with the Company in implementing reasonable security measures and updates necessary for the safe operation of the System.
- Entire Agreement
This Contract constitutes the entire agreement between the parties and supersedes all prior discussions, correspondence, negotiations, or representations relating to its subject matter.
The Customer acknowledges that it has not relied upon any statement, promise, or representation made or given by or on behalf of the Company that is not set out in this Contract.
- Governing Law
This Contract shall be governed by and construed in accordance with the laws of England and Wales.
