1. Definitions

1.1 “Company” shall mean Centaur Alarms Limited its successors and assigns or any person acting on behalf of and with the authority of Centaur Alarms Limited.
1.2 “Client” shall mean the person or entity described as such on the invoices, application for credit, quotation, work authorisation or any other forms to which these terms and conditions apply, and shall mean any person acting on behalf of and with the authority of such person or entity.
1.3 “Consumer” shall mean a Client who is a natural person acting outside the course of their trade, business, craft or profession, as defined by the Consumer Rights Act 2022.
1.4 “Guarantor” means that person (or persons), or entity, who agrees to be liable for the debts of the Client on a principal debtor basis.
1.5 “Goods” shall mean Goods supplied by the Company to the Client (and where the context so permits shall include any supply of Services as hereinafter defined) and are as described on the invoices, quotation, work authorisation or any other forms as provided by the Company to the Client.
1.6 “Services” shall mean all services supplied by the Company to the Client and includes any advice or recommendations (and where the context so permits shall include any supply of Goods as defined above).
1.7 “Price” shall mean the cost of the Goods as agreed between the Company and the Client subject to clause 3 of this contract.

2. Acceptance

2.1 Any instructions received by the Company from the Client for the supply of Goods and/or the Client’s acceptance of Goods supplied by the Company shall constitute acceptance of the terms and conditions contained herein.
2.2 Where more than one Client has entered into this agreement, the Clients shall be jointly and severally liable for all payments of the Price.
2.3 Upon acceptance of these terms and conditions by the Client the terms and conditions are irrevocable and can only be amended with the written consent of the Company.
2.4 The Client undertakes to give the Company at least fourteen (14) days notice of any change in the Client’s name, address and/or any other change in the Client’s details.

3. Price And Payment

3.1 At the Company’s sole discretion the Price shall be either; as indicated on invoices provided by the Company to the Client in respect of Goods and/or Services supplied; or the Company’s quoted Price (subject to clause 3.2) which shall be binding upon the Company provided that the Client shall accept the Company’s quotation in writing within thirty (30) days.
3.2 The Company reserves the right to change the Price in the event of a variation to the Company’s quotation.
3.3 Any extra work required will be estimated by the Company and signed off by the Client before commencement.
3.4 At the Company’s sole discretion a deposit may be required.
3.5 Time for payment for the Goods and/or Services shall be of the essence and will be stated on the invoice or any other forms. If no time is stated then payment shall be due thirty (30) days following the date of the invoice.
3.6 At the Company’s sole discretion; (a) payment shall be due on delivery of the Goods and/or Services, or (b) payment shall be due before delivery of the Goods and/or Services, or (c) payment for approved Clients shall be made by instalments in accordance with the Company’s payment schedule, or (d) payment for approved Clients shall be due thirty (30) days following the end of the month in which a statement is posted to the Client’s address or address for notices.
3.7 Payment will be made by cash, or by cheque, or by bank transfer, or by debit or credit card, or by any other method as agreed to between the Client and the Company.
3.8 VAT and other taxes and duties that may be applicable shall be added to the Price except when they are expressly included in the Price.

4. Delivery Of Goods

4.1 At the Company’s sole discretion delivery of the Goods and/or Services shall take place when the Client takes possession of the Goods and/or Services at the Client’s address.
4.2 On receipt of a booking deposit the works will be scheduled by agreement between the Company and the Client. Variations to start dates may occur; the Company will keep the Client advised of any likely change to the agreed schedule. The Company accepts no responsibility whatsoever for any loss or damage caused due to a schedule change.
4.3 At the Company’s sole discretion the costs of delivery are included in the Price.
4.4 Delivery of the Goods and/or Services to a third party nominated by the Client is deemed to be delivery to the Client for the purposes of this agreement.
4.5 The Company may deliver the Goods and/or Services by separate instalments. Each separate instalment shall be invoiced and paid for in accordance with the provisions in these terms and conditions.
4.6 The Client shall take delivery of the Goods tendered notwithstanding that the quantity so delivered shall be either greater or lesser than the quantity purchased provided that; (a) such discrepancy in quantity shall not exceed 5%, and (b) the Price shall be adjusted pro rata to the discrepancy.
4.7 The failure of the Company to deliver shall not entitle either party to treat this contract as repudiated.
4.8 The Company shall not be liable for any loss or damage whatever due to failure by the Company to deliver the Goods (or any of them) promptly, save where such failure constitutes a fundamental breach of the contract.

5. Risk

5.1 If the Company retains ownership of the Goods nonetheless, all risk for the Goods passes to the Client on delivery.
5.2 If any of the Goods are damaged or destroyed following delivery but prior to ownership passing to the Client, the Company is entitled to receive all insurance proceeds payable for the Goods. The production of these terms and conditions by the Company is sufficient evidence of the Company’s rights to receive the insurance proceeds without the need for any person dealing with the Company to make further enquiries.

6. Title

6.1 It is the intention of the Company and agreed by the Client that ownership of the Goods shall not pass until: (a) the Client has paid all amounts owing for the particular Goods, and (b) the Client has met all other obligations due by the Client to the Company in respect of all contracts between the Company and the Client.
6.2 Receipt by the Company of any form of payment other than cash shall not be deemed to be payment until that form of payment has been honoured, cleared or recognised and until then the Company’s ownership or rights in respect of the Goods shall continue.
6.3 It is further agreed that: (a) where practicable the Goods shall be kept separate and identifiable until the Company shall have received payment and all other obligations of the Client are met; and (b) until such time as ownership of the Goods shall pass from the Company to the Client the Company may give notice in writing to the Client to return the Goods or any of them to the Company. Upon such notice the rights of the Client to obtain ownership or any other interest in the Goods shall cease; and (c) the Company shall have the right of stopping the Goods in transit whether or not delivery has been made; and (d) if the Client fails to return the Goods to the Company then the Company or the Company’s agent may enter upon and into land and premises owned, occupied or used by the Client, or any premises as the invitee of the Client, where the Goods are situated and take possession of the Goods; and (e) the Client is only a bailee of the Goods and until such time as the Company has received payment in full for the Goods then the Client shall hold any proceeds from the sale or disposal of the Goods on trust for the Company; and (f) the Client shall not deal with the money of the Company in any way which may be adverse to the Company; and (g) the Client shall not charge the Goods in any way nor grant nor otherwise give any interest in the Goods while they remain the property of the Company; and (h) the Company can issue proceedings to recover the Price of the Goods sold notwithstanding that ownership of the Goods may not have passed to the Client; and (i) until such time that ownership in the Goods passes to the Client, if the Goods are converted into other products, the parties agree that the Company will be the owner of the end products.

7. Limitation of Liability for Misrepresentation

7.1 Nothing in these terms and conditions shall exclude or limit the Company’s liability for fraudulent misrepresentation or for any other liability that cannot be excluded or limited under applicable law, including the rights of Consumers under the Consumer Rights Act 2022.
7.2 Where the Client is not a Consumer, any claim arising from negligent or innocent misrepresentation shall be limited to the remedies available in damages only, subject to clause 16.3.

8. Client Responsibilities

8.1 It is the Client’s responsibility to: (a) study the final specification/list of works in detail as the Company will not be responsible for any omissions, alterations and/or changes required by the Client prior to commencement unless received in writing by the Company seven (7) days before the commencement date; and (b) have all areas clean and clear to enable scheduled work to be completed in accordance with the schedule of installation; (c) provide adequate and safe access to the work area for all workmen and equipment necessary for the work to be undertaken; and (d) fully disclose any information that may affect the Company’s work; and (e) ensure that adequate lighting for efficient working is provided in the working area; and (f) remove all fragile items such as glassware, crockery, pot plants, furniture and ornaments. All care will be taken but no responsibility is accepted by the Company in respect of items not removed; and (g) provide adequate dustsheets to protect the Client’s furniture and decor. The Company will not accept any responsibility for cleaning or repair costs attributed to dust or damage caused by the works; and (h) provide a suitable power supply to within three (3) metres of the project; and (i) provide suitable and adequate waste disposal facilities unless otherwise agreed with the Company.

9. Defects

9.1 The Client shall inspect the Goods and/or Services on completion and shall within thirty (30) days notify the Company of any alleged defect, shortage in quantity, damage or failure to comply with the description or quote by way of a ‘snag list’. The Client shall afford the Company an opportunity to inspect the Goods and/or Services within a reasonable time following delivery if the Client believes the Goods and/or Services are defective in any way. For defective Goods and/or Services which the Company has agreed in writing that the Client is entitled to reject, the Company’s liability is limited to either (at the Company’s discretion) replacing the Goods and/or Services or repairing the Goods and/or Services, subject to clause 10 and the statutory rights of Consumers under clause 11.
9.2 No Goods shall be accepted for return except in accordance with clause 9.1 above or as required by applicable law.

10. Warranty

10.1 Where the Client is not a Consumer, the Company warrants that if any defect in the workmanship of the Company becomes apparent and is reported to the Company within twelve (12) months of the date of completion, the Company will either (at the Company’s sole discretion) repair the defect or remedy the workmanship.
10.2 Where the Client is a Consumer, the Company warrants conformity of Goods and Services with the contract for a period of two (2) years from the date of delivery, in accordance with the Consumer Rights Act 2022. During the first twelve (12) months following delivery, any lack of conformity that becomes apparent shall be presumed to have existed at the time of delivery. The Consumer’s remedies in respect of non-conforming Goods or Services are: (a) repair or replacement in the first instance; and (b) where repair or replacement is impossible, disproportionate, or has not been completed within a reasonable time, a price reduction or rescission of the contract.
10.3 The conditions applicable to the warranty given by clause 10.1 (commercial clients only) are: (a) the warranty shall not cover any defect or damage which may be caused or partly caused by or arise through: (i) failure on the part of the Client to properly maintain any Goods; or (ii) failure on the part of the Client to follow any instructions or guidelines provided by the Company; or (iii) any use of any Goods otherwise than for any application specified on a quote or order form; or (iv) the continued use of any Goods after any defect becomes apparent or would have become apparent to a reasonably prudent operator or user; or (v) fair wear and tear, any accident or act of God. (b) The warranty shall cease and the Company shall thereafter in no circumstances be liable under the terms of the warranty if the workmanship is repaired, altered or overhauled without the Company’s consent. (c) In respect of all claims the Company shall not be liable to compensate the Client for any delay in either replacing or repairing the workmanship/Goods or in properly assessing the Client’s claim.
10.4 For Goods not manufactured by the Company, the warranty shall be the current warranty provided by the manufacturer of the Goods. The Company shall not be bound by or responsible for any term, condition, representation or warranty other than that which is given by the manufacturer of the Goods, save as required by applicable law.

11. Consumer Rights Act 2022 and Sale of Goods Legislation

11.1 Where the Client is a Consumer, this agreement is subject to the provisions of the Consumer Rights Act 2022, which implements EU Directives 2019/771 and 2019/770 in Irish law and provides for statutory rights in respect of Goods, digital content, and Services.
11.2 Where the Client is not a Consumer, this agreement is subject to the provisions of the Sale of Goods Act 1893 and the Sale of Goods and Supply of Services Act 1980.
11.3 Nothing in this agreement is intended to have the effect of contracting out of any applicable provision of the Consumer Rights Act 2022, the Sale of Goods Act 1893, the Sale of Goods and Supply of Services Act 1980, or any other laws or legislation governing the rights of consumers, except to the extent permitted by those Acts, laws or legislation.
11.4 In particular where the Client is a Consumer, the provisions of clauses 8, 9, and 10 above shall be subject to the provisions of the Consumer Rights Act 2022 and any other laws governing the rights of consumers.

12. Intellectual Property

12.1 Where the Company has designed, drawn or written Goods for the Client, then the copyright in those designs and drawings shall remain vested in the Company, and shall only be used by the Client at the Company’s discretion.
12.2 The Client warrants that all designs or instructions to the Company will not cause the Company to infringe any patent, registered design or trademark in the execution of the Client’s order.

13. Default & Consequences Of Default

13.1 Where the Client is not a Consumer, interest on overdue invoices shall accrue from the date when payment becomes due at the rate prescribed by the European Communities (Late Payment in Commercial Transactions) Regulations 2012 (S.I. No. 580 of 2012), being the European Central Bank reference rate applicable on the first day of the relevant half-year plus eight (8) percentage points, compounded monthly after as well as before any judgment. The parties may agree a different rate in writing; where such a rate is agreed it shall apply in place of the statutory rate.
13.2 If the Client defaults in payment of any invoice when due, the Client shall indemnify the Company from and against all reasonable costs and disbursements incurred by the Company in pursuing the debt including legal costs on a solicitor and own client basis and the Company’s collection agency costs, subject to applicable law.
13.3 Without prejudice to any other remedies the Company may have, if at any time the Client is in breach of any obligation (including those relating to payment), the Company may suspend or terminate the supply of Goods to the Client and any of its other obligations under the terms and conditions. The Company will not be liable to the Client for any loss or damage the Client suffers because the Company exercised its rights under this clause, save where the Client is a Consumer and such suspension or termination would be unlawful.
13.4 If any account remains overdue after thirty (30) days then a recovery charge of the greater of €40.00 or 5.00% of the amount overdue (up to a maximum of €200) shall be levied, representing a reasonable estimate of the Company’s recovery costs. This charge shall not apply where the Client is a Consumer unless the amount is a genuine pre-estimate of loss.
13.5 Without prejudice to the Company’s other remedies at law the Company shall be entitled to cancel all or any part of any order of the Client which remains unperformed in addition to and without prejudice to any other remedies and all amounts owing to the Company shall, whether or not due for payment, become immediately payable in the event that: (a) any money payable to the Company becomes overdue, or in the Company’s opinion the Client will be unable to meet its payments as they fall due; or (b) the Client becomes insolvent, convenes a meeting with its creditors or proposes or enters into an arrangement with creditors, or makes an assignment for the benefit of its creditors; or (c) a receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of the Client or any asset of the Client.

14. Cancellation

14.1 The Company may cancel these terms and conditions or cancel delivery of Goods at any time before the Goods and/or Services are delivered by giving written notice. On giving such notice the Company shall repay to the Client any sums paid in respect of the Price. The Company shall not be liable for any loss or damage whatever arising from such cancellation.
14.2 Where the Client is a Consumer and the contract was concluded away from the Company’s premises (including at the Client’s home or place of work) or by distance means (telephone, email, or online), the Consumer has the right to cancel within fourteen (14) calendar days of accepting the Company’s quotation without giving any reason, in accordance with the European Union (Consumer Information, Cancellation and Other Rights) Regulations 2013 (S.I. No. 484 of 2013). To exercise this right the Consumer must notify the Company in writing (by post, email, or the cancellation form if provided) before the fourteen-day period expires. If the Consumer has requested that work commence during the cancellation period and work has begun, the Consumer shall pay a proportionate amount for the services provided up to the point of cancellation.
14.3 Where the Client is not a Consumer, the Client may cancel delivery of the Goods and/or Services up to seven (7) days from the date of acceptance of the Company’s quotation.
14.4 In the event that the Client (other than a Consumer exercising rights under clause 14.2) cancels delivery of Goods and/or Services the Client shall be liable for any reasonable loss incurred by the Company (including, but not limited to, any loss of profits) up to the time of cancellation.

15. Data Protection — GDPR Notice

15.1 Centaur Alarms Limited (“the Company”) is the data controller in respect of personal data collected from Clients, Consumers, and Guarantors in connection with the provision of its goods and services. The Company processes personal data in compliance with Regulation (EU) 2016/679 (the General Data Protection Regulation, “GDPR”) and the Data Protection Acts 1988 to 2018.

15.2 Personal data collected includes: name, address, contact telephone number(s), email address, property details, key-holder information, and payment information. This data is collected directly from the Client or, in the case of key-holder details, from the Client on behalf of named key-holders.

15.3 The Company processes personal data for the following purposes and on the following legal bases:
(a) To prepare quotations, enter into contracts, and deliver Goods and Services — legal basis: performance of a contract or pre-contractual steps at the Client’s request (GDPR Art. 6(1)(b));
(b) To issue invoices, maintain financial records, and comply with obligations under Revenue and VAT legislation — legal basis: compliance with a legal obligation (GDPR Art. 6(1)(c));
(c) To operate the monitoring service, including contacting key-holders and emergency services in the event of alarm activations — legal basis: performance of a contract (GDPR Art. 6(1)(b));
(d) To pursue unpaid debts, including referral to credit reference agencies or debt collection agents — legal basis: legitimate interests of the Company (GDPR Art. 6(1)(f));
(e) To send marketing communications about the Company’s own products and services to existing customers — legal basis: legitimate interests (GDPR Art. 6(1)(f)), subject always to the Client’s right to object at any time by contacting the Company.

15.4 The Company does not rely on consent as the basis for processing in connection with the provision of services or for debt recovery. Consent is required separately for any marketing to non-customers.

15.5 Personal data may be shared with: the Company’s contracted monitoring station partner(s) for the purpose of delivering the monitoring service; debt collection agents or solicitors where an account is overdue; Revenue Commissioners and other statutory bodies where legally required. The Company will not sell personal data to third parties.

15.6 Where personal data is shared with a monitoring station partner located outside the European Economic Area, the Company shall ensure that an appropriate safeguard is in place in accordance with Chapter V of the GDPR (such as standard contractual clauses or an adequacy decision).

15.7 Personal data will be retained for a period of six (6) years following the termination of the contract or the date of the last transaction, in line with the obligation to retain records under the Taxes Consolidation Act 1997 and related Revenue requirements. Key-holder data associated with an active monitoring contract will be retained for the duration of that contract and deleted within ninety (90) days of its termination unless retention is required for legal proceedings.

15.8 Data subjects have the following rights under the GDPR:
(a) Right of access — to obtain a copy of personal data held;
(b) Right to rectification — to have inaccurate data corrected;
(c) Right to erasure — to have data deleted where it is no longer necessary, subject to the Company’s legal obligations to retain records;
(d) Right to restriction of processing;
(e) Right to data portability — to receive data in a structured, commonly used format;
(f) Right to object — including to processing for direct marketing purposes, which must be honoured without exception.

15.9 To exercise any of the above rights, or to raise a data protection query, the Client should contact the Company in writing at: Centaur Alarms Limited, [registered address], or by email to niall@centauralarms.com.

15.10 The Client has the right to lodge a complaint with the Data Protection Commission (DPC) at any time. The DPC can be contacted at: Data Protection Commission, 21 Fitzwilliam Square South, Dublin 2, D02 RD28; telephone 01 765 0100 or 1800 437 737; website www.dataprotection.ie.

16. General

16.1 If any provision of these terms and conditions shall be invalid, void, illegal or unenforceable the validity, existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired.
16.2 These terms and conditions and any contract to which they apply shall be governed by the laws of Ireland and are subject to the jurisdiction of the courts of Ireland.
16.3 The Company shall be under no liability whatever to the Client for any indirect loss and/or expense (including loss of profit) suffered by the Client arising out of a breach by the Company of these terms and conditions, save where such exclusion is prohibited by applicable law, including in respect of Consumers.
16.4 In the event of any breach of this contract by the Company the remedies of the Client shall be limited to damages. Under no circumstances shall the liability of the Company exceed the Price of the Goods, save where the Client is a Consumer or where liability cannot be limited by law (including in respect of death or personal injury caused by negligence).
16.5 The Client shall not be entitled to set off against or deduct from the Price any sums owed or claimed to be owed to the Client by the Company, except where the Client is a Consumer and entitled to do so by law.
16.6 The Company may sub-contract all or any part of its obligations without the Client’s consent provided that the Company remains responsible for the performance of those obligations.
16.7 The Company reserves the right to review these terms and conditions at any time. If, following any such review, there is to be any change to these terms and conditions, then that change will take effect from the date on which the Company notifies the Client of such change. Where the Client is a Consumer, any material change to terms will require the Consumer’s express agreement to be binding.
16.8 Neither party shall be liable for any default due to any act of God, war, terrorism, strike, lock-out, industrial action, fire, flood, drought, storm or other event beyond the reasonable control of either party.

17. Monitoring Service

17.1 The Company shall supply the Monitoring Service from the Connection Date to the Customer subject to the terms of this Agreement in consideration of the payment of the Fee.
17.2 24-hour monitoring is provided by the Company’s contracted monitoring station partner. The Company reserves the right to transfer the monitoring service to another accredited monitoring station at any time. The Customer will be notified of any such transfer in advance. No degradation of service will result from such a transfer.
17.3 This Agreement shall remain in force for the agreed Term unless it is terminated earlier by agreement between the parties or pursuant to clause 13 hereof.
17.4 The Monitoring Service the Company provides allows for the Company to contact appointed key-holders (as provided by the Subscriber in writing) upon receipt of Alarm Conditions such as burglar alarm, panic alarm, fire alarm, and medical alarm events. In the event of a burglar alarm condition the Company will attempt to contact a key-holder. In the event the Company cannot contact any of the key-holders as nominated by the Subscriber in a first round of calls, the Company will attempt a second round of calls and will leave messages where a message service is available. In the event of a fail-to-restore activation (from a previous intruder activation) after sixty minutes, the Company will repeat the same process to attempt to contact a key-holder. If a key-holder has been contacted and informed of the Alarm Condition, the Company will not attempt to contact another key-holder for the same Alarm Condition. In the event of a Panic Alarm condition from a commercial property the Company will contact An Garda Siochana. In the event of a Panic Alarm condition from a residential property the Company will attempt to contact the property before An Garda Siochana. In the event of a fire or medical activation the Company will attempt to contact the monitored property and at least one listed key-holder. If the Company cannot get an immediate response, it will contact the relevant Emergency Services and is not liable for any call-out charge which may result. If the Subscriber wishes the Company to treat any of these conditions in a different manner, the Subscriber must make the request in writing and receive written confirmation by return from the Company.
17.5 AN GARDA SIOCHANA POLICY ON MONITORED INTRUDER ALARMS — The Company is bound by the Garda national policy regarding requests for attendance of An Garda Siochana following an Alarm Condition. The Company can only request Garda attendance in the event of a burglar alarm under the following conditions: (1) the premises must have an allocated Unique Reference Number (URN) from An Garda Siochana; (2) the Company must have received a verified alarm from the monitored property, being an alarm condition from at least two different detection zones; (3) the Company must have made contact with a key-holder who has confirmed they will attend the site within a reasonable time.

18. Liability

18.1 The Company does not know, and shall not be deemed to know, the true value of the Customer’s property or premises and is not the insurer thereof.
18.2 The Company shall not be liable for the costs of any work, repairs or replacement of Equipment which results from fire, electrical power surge, storm, flood, accident, neglect, misuse or malicious damage.
18.3 The Company maintains public liability insurance and employer’s liability insurance in accordance with applicable legal requirements. A copy of the relevant insurance schedule is available to the Customer upon request.
18.4 Although the installation is designed to detect or deter intrusion and reduce the risk of loss or damage, the Company does not represent or warrant that the installation may not be neutralised, circumvented or otherwise rendered ineffective by unauthorised persons and in such event the Company shall not be liable for any loss or damage suffered by the Customer. The Customer is advised to arrange adequate insurance cover in respect of loss or damage howsoever caused.
18.5 Like all electronic equipment, the system could fail in rare and exceptional circumstances and the Company cannot guarantee that it will be operational at any specific time or for any specific period. The Company will advise the Customer of regular tests that can be performed to verify that detection equipment is operational between routine maintenance visits.
18.6 Nothing in this clause 18 shall limit the Company’s liability for death or personal injury caused by negligence, for fraudulent misrepresentation, or for any other liability that cannot be excluded or limited under Irish law.
18.7 These terms and conditions do not affect your statutory rights.

19. PSA Licensing

19.1 The Company holds a licence issued by the Private Security Authority (PSA) of Ireland as required under the Private Security Services Act 2004. Details of the Company’s PSA licence are available on request and are set out in the Company’s quotation documentation.