T&Cs

TERMS AND CONDITIONS

1) Entire Agreement

(a) These Terms and Conditions (Terms) apply to the supply and the monthly – Support, Service and Maintenance
Contract (SSMC) for the defibrillator brands Stryker CR2 (Physio Control), CU Medical Systems Inc, iPAD SP1 and
Schiller FRED PA1 as detailed in our quotation, supplied by Defib Plus Ltd (DFPL) a UK company registered under
number 13509542 whose registered office is at Kemp House, 160 City Road, London EC1V 2NX.

(b) You are deemed to have accepted these Terms when you accept our Quotation or from the date of any
performance of the supply of the Principal Device and thereafter the SSMC Service. These Terms and our Quotation
are the entire agreement between you, the Customer and DFPL.

(c) You acknowledge that you have not relied on any statement, promise or representation made or given by or on our
behalf and accept that these Terms apply to the exclusion of any other terms which may be implied by trade,
custom, practice or course of dealing.


2) Description and Purpose

(a) DFPL supply Automated External Defibrillators (AEDs) that are designed for public access allowing prompt
intervention in the event of Sudden Cardiac Arrest (SCA).

(b) The Units that DFPL supply as a re-seller, represent the market leaders in the detailed opinion of DFPL. As a result,
the company chooses to only offer a choice of three AED brands, Stryker, CR2 (Physio Control), CU Medical Systems
Inc, iPAD SP1 and Schiller, FRED PA1.

(c) The manufacturers and their devices have an extensive clinical history and these AED’S are considered to provide
simple operational instruction, whilst providing an increased opportunity for improved medical results when
deployed with CPR and deployed as instructed by voice and visual commands issued by the AED device in the event
of both adult and/or paediatric SCA incidents.


3) Our Obligations

(a) DFPL will use reasonable care and skill in performance of the SSMC as specified at Schedule 1 in all material
respects and shall use reasonable endeavours to complete the supply of the Defibrillator as set out in the
quotation.

(b) At the end of the term of warranty of the AED and with the continuance of the SSMC, DFPL shall supply a new,
comparable Unit Free of Charge on the understanding that DFPL be entitled to supply an interim device, agreeable
to the customer, of the same quality in the event of short supply of our nominated supplier’s AED devices or
associated equipment.

(c) These Terms apply to the supply of a defibrillator unit and SSMC as detailed at Schedule 1 unless specified
otherwise.

(d) At the end of the term of warranty and in connection with the supply of a new AED Free of Charge, these Terms
shall be bought to a natural ending and shall be replaced by a new set of terms to be agreed prior to the supply of
the replacement AED.

4) Customer Obligations

(a) The Customer agrees to pay the Fees in accordance with 6) below and agrees to be responsible for;
i) the installation of the defibrillator device, unless otherwise agreed by both parties previously in writing, details
of which shall be provided with the quotation; and may include brackets, safes or similar as requested and
detailed in quotation.

ii) circulating any training and or product familiarisation materials deemed necessary whether written or visual to
individuals within the organisation as the Customer determines to require training.

iii) The Customer shall be responsible for making any reasonable adjustments for the delivery of training, as
required by the Equality Act 2010


5) Cancellation and Amendment

(a) DFPL may withdraw, cancel or amend a quotation if it has not been accepted within a period of 30 days from the
date of the quotation in order to manage cost variations and availability of defibrillator units.

(b) If, due to circumstances beyond our control, DFPL is required for whatever reason to make any change to the SSMC
we will notify you immediately. We will use reasonable endeavours to keep any such changes to a minimum.

(c) In the event of the Customer wishing to cancel the SSMC, notice shall be supplied in writing 60 days prior to
cessation date.


6) Fees, Payment and Support Fees

(a) On acceptance of the quotation to supply, DFPL will invoice you for the principal supply of the Defibrillator/AED
Model and Specification and, on receipt of payment DFPL shall supply the agreed device subject to 3) a).

(b) Payment of 50% of order total for the principal supply of the Defibrillator/AED shall be payable on order placement.
Outstanding 50% payment shall be payable 24hrs prior to order dispatch.

(c) Thereafter the Customer agrees, upon acceptance, to pay monthly Service, Support and Maintenance Contract
Fees of £59.99 + VAT by credit or debit card or direct debit until the end of the AED device’s warranty period as
stipulated within the quotation.

(d) The monthly Fees quoted are exclusive of any applicable VAT and other taxes or levies which may be incurred or
charged by any competent authority.

(e) All monthly Fees due under these Terms must be made in full without any deduction or withholding and neither of
us can assert any credit, set-off or counterclaim against the other in order to justify withholding payment of any
such amount in whole or in part.

7) If you fail to pay the monthly SSMS Fee DFPL may suspend any further provision of the Support Service and
Maintenance Contract services after 30 days of dereliction and until such time thereafter that the account arrears are made
good and monthly payments have resumed as set out at 6) b).

8) Termination

(a) We can terminate the provision of the Services immediately if you:

iv) commit a material breach of your obligations under these Terms.

v) fail to pay any amount due under the Contract on the due date.

vi) become, the subject of a bankruptcy order or take advantage of any other statutory provision for the relief of
insolvent debtor.

vii) enter into a voluntary arrangement under Part 1 of the Insolvency Act 1986, or any other scheme or
arrangement is made with creditors including Defib Plus.

viii) convene any meeting of your creditors, enter into voluntary or compulsory liquidation, have a receiver,
manager, administrator or administrative receiver appointed in respect of your assets or undertakings or a
resolution is passed, or petition presented to any court for your winding up or for the granting of an
administration order in respect of you, or any proceedings are commenced relating to your insolvency or
possible insolvency.


9) Cancellation and Returns

(a) Your statutory rights are not affected by our Returns Policy. To the extent that any provision in our Returns Policy
conflicts with your statutory rights, your statutory rights will prevail and the particular offending provision in our
Returns Policy will be deemed inapplicable. If you are unhappy with your device or consumables, please let us
know.

(b) Our Returns Policy gives you 30 days to return or exchange an item purchased from Defib Plus Ltd. If 30 days have
passed since your purchase, we cannot offer you a refund or exchange.

(c) To be eligible for a refund or exchange, goods must be returned unused and in the same condition that you
received them. The item must be in the original packaging and returned with any accessories.
(d) To complete your refund or exchange, we require a receipt or proof of purchase. Please do not send your purchase
back to the manufacturer.

(e) Please use the appropriate return method – we recommend using a tracking service and purchasing shipping
insurance, to guarantee that we receive your return, and it is in the condition you sent it in. We will take photos on
arrival.


10) Refunds
(a) Once your returned item is received and inspected, you will get an email confirmation to notify you that we have
received your returned item.

(b) We will also notify you of the approval or rejection of your refund. Subject to the terms in 9, c.

(c) If approved, then your refund will be processed, and a credit will automatically be applied to your credit card or
original method of payment, within 14 calendar days. A £20 inspection charge will be levied on all AED returns.

(d) Any item not in its original condition, which is damaged or missing parts for reasons not due to our error; and any
item that is returned more than 30 days after delivery will be ineligible for refund or return.

(e) We only replace items if they are defective or damaged. If you need to exchange an item for the same item, or
have any questions concerning this, please send us an email to admin@defib-plus.co.uk to advise us.

11) Intellectual Property

(a) As a reseller all copyright and any other intellectual property rights which may subsist in any device supplied shall
remain with the manufacturer who may reserve the right to take any appropriate action to restrain or prevent the
infringement of such intellectual property rights or continue access to same.

12) Liability and indemnity

(a) Any liability under these Terms and in breach of statutory duty, in tort, misrepresentation or otherwise, shall be
limited to the total amount of Fees payable.

(b) We shall not be liable whether caused by our employees, agents or otherwise in connection with our provision of
the Services or the performance our obligations under these Terms for:
i) any indirect, special or consequential loss, damage, costs, or expenses.

ii) any loss of profits; loss of anticipated profits; loss of business; loss of data; loss of reputation or goodwill;
business interruption or, other third-party claims.

iii) any failure to perform any of our obligations if such delay or failure is due to any cause beyond our reasonable
control.

iv) any losses caused directly or indirectly by any failure or your breach in relation to these terms.
(c) You must indemnify us against all damages, costs, claims and expenses suffered by us arising from any loss or damage
to any equipment caused by you or your agents or employees.


13) Data Protection

(a) When supplying the Services, Defib Plus Ltd may gain access to and/or acquire the ability to transfer, store or
process personal data of employees or the Customer.

(b) Where such processing of personal data takes place, the Customer shall be the ‘data controller’ and the Defib Plus
shall be the ‘data processor’.

(c) Defib Plus shall only process Personal Data to the extent reasonably required to supply the Services and shall not
disclose Personal Data to any third parties other than employees, directors, agents, sub- contractors or advisors on
a strict ‘need-to-know’ basis.

(d) Defib Plus shall implement and maintain technical and organisational security measures as are required to protect
Personal Data Processed.


14) Circumstances Beyond a Party’s Control

(a) Neither party shall be liable for any failure or delay in performing our obligations where such failure or delay results
from any cause that is beyond the reasonable control of that party. Such causes include, but are not limited to:
industrial action, fire, flood, storms, earthquakes, acts of terrorism, pandemic, acts of war, governmental action or
any other event that is beyond the control of the party in question.

15) Communications

(a) All notices under these Terms must be in writing and addressed to the most recent address or email address
notified to the other party, signed by, or on behalf of, the party giving notice and deemed to have been duly given:

i) when delivered, if delivered by courier or other messenger (including registered mail) during the normal
business hours of the recipient.

ii) when sent, if transmitted by email.

iii) on the fifth business day following mailing, if mailed by national ordinary mail.

16) Severance

(a) If one or more of these Terms is found to be unlawful, invalid or otherwise unenforceable, those provisions will be
deemed severed from the remainder of these Terms which will remain valid.


17) Law and jurisdiction

(a) This Agreement shall be governed by and interpreted according to the law of England and Wales and all disputes
arising under the Agreement shall be subject to the exclusive jurisdiction of the English and Welsh courts.


18) Risk in goods

(a) The risk in the goods sold by DFPL shall pass to the Customer when the goods are delivered to the Customer or in
accordance with, but not limited to, the Customer’s instructions.


SCHEDULE 1
SUPPORT SERVICE AND MAINTENANCE CONTRACT

The designated monthly Support, Service and Maintenance Contract referred to in the Terms as SSMC shall apply
throughout the life of the AED (Automated External Defibrillator) supplied by Defib Plus Ltd, as stated and as appropriate in
the associated AED Manufacturer Warranty and shall comprise of:

1) Monthly Monitoring and Liaison with the customers on site, Nominated Custodian for the AED Supplied.

2) Monthly 12-point AED Inspection with above Nominated Custodian to ensure no external factors have affected the
effective readiness of the AED unit. This inspection to be undertaken through either video call or email. Should it be
necessary to undertake a video call a £10.00 charge shall apply.

3) *Monthly Inspection Report to customers Nominated Custodian, demonstrating this inspection has been
undertaken and where applicable, that your unit has passed inspection. This demonstrates, you have completed
‘duty of care’ procedures to ensure viability of your AED, above and beyond manufacturers requirements.

4) Free of Charge Consumables, to exclusively include the Replacement of Batteries x2, Pads/Electrodes x2
throughout the warranty period of your AED device, as qualified under the Manufacturer’s Warranty statement.

5) Training as termed by manufacturer and product familiarisation materials delivered by email link, as requested.

6) FREE AED device replacement with recommence of SSMC at the end of the Manufacturer’s Warranty period with
like for like specification AED. Model upgrades may be purchased at a discounted rate as required. In the event of
supply constraints DFPL reserve the right to supply an interim AED unit of similar specification to include
refurbished unit/s.

7) Where applicable – 24/7 monitoring of AED status through Wi-Fi or Cellular link and where necessary the provision
of data associated with the device.

3)* above is subject to satisfactory appraisal in relation to:

Unit is present in allocated location (no theft/loss)
Status indication signals showing AED operational readiness
Presence and status of electrodes
Presence and status of battery
Electrode packaging is sealed
No water/liquid ingress into AED device
Integrity of all device seals maintained
No evidence of a drop or fall
No evidence of vandalism or malicious damage
No evidence of improper storage (heat/cold)
If supplied, face shield/scissors/gloves/razor/alcohol
No audible alerts

It is the stated aim of Defib Plus Limited to endeavour to ensure that all products and services supplied by the Company are
of the highest specification and quality available to the customer.

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