These are Allied Response Group Limited’s standard business-to-business terms. They apply to a contract only when our quotation, proposal, order confirmation or other written agreement expressly incorporates them.
1. Parties and contract formation
“ARG”, “we”, “us” and “our” mean Allied Response Group Limited, company number 17268123. “Client”, “you” and “your” mean the organisation identified in the applicable quotation, proposal or order.
A quotation is an invitation to order unless it states otherwise. A contract is formed when we accept your order in writing, both parties sign an agreement, or we begin work at your written request. The contract consists of, in descending order of priority: any signed agreement; our proposal or quotation; these terms; and your accepted order details. Client purchase terms do not apply unless we expressly accept them in writing.
2. Scope
We will provide the products, services or coordination described in the agreed scope. Examples may include response-readiness reviews, equipment or responder systems, communications technology, critical-alerting and coordination support, documentation, implementation assistance, audits, restocking and training arranged through partners.
Anything outside the agreed scope is a change and may affect fees, timing and assumptions. We will not be required to work beyond our competence, authority, insurance or applicable law.
3. Nature of our role
Unless an agreed scope expressly states otherwise, ARG is not retained as an emergency service, healthcare provider, statutory duty-holder, principal designer, health and safety competent person, security monitoring centre or emergency dispatch service. Our work supports, and does not replace, the Client’s legal duties, risk management, emergency plans, clinical governance or specialist professional advice.
Recommendations reflect the information, access, conditions and standards reasonably available at the time. They do not guarantee that an incident will be prevented or that any response will achieve a particular outcome.
4. Client responsibilities
The Client must:
- provide accurate, complete and timely information, decisions, access and a suitable point of contact;
- identify hazards, site rules, safeguarding requirements, security constraints and relevant legal or technical standards;
- retain responsibility for risk assessments, statutory compliance, emergency arrangements, authorisations and competent-person appointments;
- ensure products and systems are stored, inspected, maintained, tested and used by appropriately trained people;
- not use digital or communications systems as the sole means of summoning statutory emergency assistance unless expressly designed and accepted for that purpose; and
- review and approve deliverables and notify us promptly of errors or changed circumstances.
We may rely on information supplied by the Client and are not responsible for consequences caused by material omission, inaccuracy or delay.
5. Equipment and third-party products
Product descriptions, availability and delivery dates may depend on manufacturers and distributors. We may substitute an equivalent product only with the Client’s agreement where the change is material. Title to goods passes when we receive full cleared payment; risk passes on delivery unless the quotation states otherwise.
Manufacturer warranties and usage instructions apply to third-party products. The Client must inspect deliveries promptly and report visible shortage or damage within 5 business days and latent defects promptly after discovery. Nothing in this clause removes rights that cannot lawfully be excluded.
6. Digital systems and communications
Digital alerting, mobile networks, radios, cloud services, positioning and third-party platforms can be affected by coverage, power, configuration, device condition, user action, provider availability and environmental conditions. Unless we expressly agree a service level in writing, we do not warrant uninterrupted or error-free availability.
The Client must maintain proportionate fallback arrangements, test systems at agreed intervals, control user access and report faults promptly. Integration, subscription, network and third-party licence terms may apply in addition to this contract.
7. Training arranged through partners
Where we coordinate training through an independent provider, the provider is responsible for course delivery, assessment, certification, instructor competence and its own terms unless our proposal expressly says ARG is the training provider. We will use reasonable care when selecting and coordinating established providers.
Delegates must meet stated prerequisites, attend as required and behave safely. Certification is not guaranteed and depends on attendance, assessment and awarding-body requirements.
8. Fees, VAT and payment
Fees and expenses are set out in the quotation or proposal. VAT will be added where applicable. Unless stated otherwise, invoices are due within 14 calendar days of issue without set-off or deduction.
We may request a deposit, staged payment or payment for equipment before ordering. If payment is overdue, we may suspend work or delivery after reasonable notice and reserve our statutory rights to interest, compensation and recovery costs.
9. Changes, postponement and cancellation
Either party may propose a change. A change is effective when agreed in writing, including its effect on fees and programme. If the Client postpones or cancels, it must pay for work performed, committed third-party costs, non-returnable goods and reasonable demobilisation or rescheduling costs.
Any specific cancellation scale in the proposal takes priority. We will take reasonable steps to mitigate avoidable cost.
10. Intellectual property and deliverables
Each party retains its pre-existing intellectual property. Subject to full payment, the Client receives a non-exclusive, non-transferable licence to use project-specific deliverables internally for the agreed purpose. Generic methods, templates, know-how, software, branding, product concepts and improvements remain ours or our licensors’ property.
The Client must not resell, publish or provide our deliverables to a third party for reliance without written permission. Third-party software and content remain subject to the relevant licence.
11. Confidentiality and data protection
Each party must protect the other’s confidential information and use it only for the contract, except where disclosure is required by law or to professional advisers under confidentiality obligations.
Each party will comply with applicable data-protection law for personal information it controls. If we are required to process personal information solely on the Client’s documented instructions in a way that requires a processor agreement, the parties will put appropriate Article 28 terms in place before that processing begins. Clinical, safeguarding or special-category information must not be supplied unless expressly agreed and supported by suitable governance and security.
12. Liability
Nothing in the contract limits or excludes liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, breach of title to goods, or any other liability that cannot lawfully be limited.
Subject to that, neither party is liable for indirect or consequential loss. ARG is not liable for loss of profit, revenue, business, contracts, opportunity, goodwill or anticipated savings, or for failure caused by Client acts, inaccurate information, third-party networks or products, or events outside our reasonable control.
Unless the proposal states a different insured and commercially agreed cap, ARG’s total aggregate liability arising from a contract is limited to 100% of the fees paid or payable to ARG under that contract. This cap does not apply to liabilities listed in the first paragraph of this clause.
13. Insurance
We will maintain insurance that we consider reasonable for the agreed scope. Evidence is available on reasonable request. The Client is responsible for insurance appropriate to its operations, people, property and statutory responsibilities.
14. Events outside reasonable control
Neither party is liable for delay or failure caused by an event outside its reasonable control, provided it notifies the other party and takes reasonable steps to reduce the effect. Payment obligations for goods or services already supplied are not excused.
15. Termination
Either party may terminate for a material breach that is not remedied within 14 days after written notice, or immediately where the breach cannot be remedied, the other party becomes insolvent or continuation would be unlawful or unsafe.
On termination, the Client must pay amounts due for work performed, goods ordered and unavoidable commitments. Clauses intended to continue—including confidentiality, intellectual property, payment, liability and law—survive termination.
16. General
Notices under the contract must be in writing and sent to the addresses stated in the proposal or order. Neither party may assign the contract without written consent, except as part of a genuine business reorganisation that does not reduce the other party’s protection.
If a provision is invalid, the remaining provisions continue. Delay in enforcing a right is not a waiver. The contract creates no partnership, agency or employment relationship and gives no third party a right to enforce it under the Contracts (Rights of Third Parties) Act 1999.
17. Law, disputes and complaints
The parties will try in good faith to resolve concerns through senior representatives before starting proceedings. The contract and any non-contractual dispute are governed by the law of England and Wales, and the courts of England and Wales have exclusive jurisdiction.
Complaints should be sent to hello@allied-response.com with enough information for us to investigate.