1. Definitions

Agreement: means the agreement between the Supplier and the Customer, which is evidenced by the Quotation and these Terms and Conditions.
Alarm Activation: means any activation of the Alarm System.
Alarm System: means the Alarm/CCTV System described in the Quotation;
Customer: means the Customer described in the Quotation (and includes the Customer’s representatives and agents).
Emergency Service Provider: means the local police, fire department or ambulance services as well as any private security firm.
Fee: means the fee(s) specified in the Quotation
Guarantor: means the guarantor referred to in the Quote.
Installation Completion Form: means the form provided to and executed by the Customer in accordance with Clause 14.2
Installation Date: means the installation date specified in the Quotation. Operating Manual: means the manual provided to the Customer in accordance with Clause 4.
Premises: means the Customer’s premises as described in the Quotation.
Quotation: means the quotation that is attached to these terms and conditions.
Routine Maintenance Calls: means the routine maintenance calls specified in the Quotation.
Supplier: means ETEC SECURITY Pty. Ltd. A.C.N. 164 060 904 and it’s permitted to assigns.
Term: means any period specified in the Quotation during which the Supplier agrees to provide Routine Maintenance Services to the Customer.
Termination Fee: means the fee payable by the Customer in accordance with Clause 13.

2. Limitations on Quotation

2.1 The Quotation must be exercised within 30 days from the date of issue
2.2 The Supplier reserves the right to amend or withdraw the Quotation at any time prior to the Customer accepting such Quotation.
2.3 The Quotation is made on the basis of the Customer’s security needs as conveyed to the Supplier by the Customer and contemplates the nature and dimensions of the Premises.
2.4 The Quotation does not contemplate the cost of reinstating the Premises following the installation of the Alarm System nor does it include the provision of any connection fees including those that may be payable to the Customer’s chosen telecommunications service provider.

3. Installation

3.1 The Supplier agrees to install the Alarm System at the Premises on the Installation Date.
3.2 The Supplier shall not be liable for any damage or loss, which the Customer may suffer as a result of the installation being delayed beyond the Installation Date for any reason whatsoever.
3.3 The Supplier will not be liable for any damage that may be caused to the Premises as a result of installing the Alarm System and the Customer agrees to indemnify the Supplier for any claims that may be brought by third parties in relation to any such damage.
3.4 The Customer agrees to obtain any approvals or consents that it may require in relation to installing the Alarm System prior to installation.
3.5 The Supplier may refuse to install the Alarm System or provide the Routine Maintenance Services if it considers that the Premises constitutes an unsafe working environment.

4. Instruction and Operating Manual

4.1 At the Time of installation the Supplier shall provide the Customer with:
4.1.1 Instruction on how to effectively operate the Alarm System; and
4.1.2 The manufacturer’s Operating Manual (if available)
4.2 The Customer agrees to train all of its authorised personnel in relation to the operational requirements of the Alarm System and to ensure that such personnel have a working knowledge of the Operating Manual.

5. Customer’s Responsibilities following Installation

5.1 The Customer shall safeguard the continuing design function of the Alarm System once it is installed and ensure that it is maintained in accordance with the Operating Manual and any other directions given by the Supplier from time to time.
5.2 The Customer agrees to test the functionality of the Alarm System at intervals not exceeding one Calendar month.
5.3 If at any time following installation the Customer discovers that the Alarm System is faulty or is unable to perform its designed function, the Customer must take appropriate measures to rectify the fault.
5.4 The Customer acknowledges that any physical alterations to the Premises could affect the operation or performance of the Alarm System.

6. Maintenance Services

6.1 If the Customer selects the Routine Maintenance option specified in the Quotation and pays the annual Fee the Supplier will provide the Customer with Routine Maintenance Calls as frequently as specified throughout the Term.
6.2 During each Routine Maintenance Call the Supplier will perform the tasks prescribed in Section 5.2.1 of AS 2201.1. Accordingly the Supplier will:
6.2.1 Inspect and test the operation of all control equipment, detection devices and alarm and warning devices and service them in accordance with the manufacturer’s recommended procedure;
6.2.2 Check the operation and integrity of the message of the Alarm Signal in co-operation with the Monitoring Station;
6.2.3 Check the voltage at each power supply under light load and full load conditions, both with and without the connection of external power sources; and
6.2.4 Inspect all visible wiring and conduits.
6.3 Any service or attendance that is not a Routine Maintenance Call will incur a service charge in accordance with the Supplier’s standard commercial rates (which will be made available to the Customer upon request).

7. Emergency Service Provider Fees

7.1 If an Emergency Service Provider responds to Alarm Activation the Customer will be responsible for any and all fees and or fines assessed by the appropriate Emergency Service Provider with respect to such Alarm Activation.

8. Payment of Fees

8.1 Unless otherwise agreed in writing the Fees shall be paid by the customer to the Supplier at the time and in the manner specified in the Quotation.
8.2 The Customer acknowledges and agrees to pay the Supplier interest on overdue monies calculated at the rate prescribed by the Penalty Interest Rate Act 1983 (or the maximum extent permissible by law) together with any costs associated with recovering such overdue monies (including but not limited to the Supplier’s legal costs on a full indemnity basis).
8.3 Time for payment is an essential term of this Agreement.

9. Variation in Fees

9.1 The Supplier reserves the right to vary the quoted Fee(s) once every 12 months throughout any Term or renewal thereof provided that any one increase will not amount to more than 10% of the then effective Fee(s).
9.2 In the event that the Supplier wishes to increase the Fee(s) by more than 10% in any 12 month period then it must notify the Customer of any such proposed variation. Provided the Customer does not object to the proposed increase in writing within 14 days the varied price will prevail. In the event that the Customer objects to the proposed increase then the Supplier may at its option either:
9.2.1 Terminate the Agreement giving 14 days’ notice to the Customer or;
9.2.2 Continue this Agreement under the terms and conditions in effect immediately prior to the proposed increase.

10. Property & Risk

10.1 The risk in the Alarm System passes to the Customer when it is delivered to or installed in the Premises.
10.2 Notwithstanding anything contained herein, property in and legal title to the Alarm System does not pass to the Customer until payment for all debts owing to the Supplier by the Customer have been received by the Supplier in full in cleared funds. The customer hereby acknowledges that the installation of the Alarm System will not categorise it as a fixture and that until such payment is received then Supplier may, at its discretion, without further notice and without prejudice to any other of its rights, re-take possession of the Alarm System and re-sell it, and the Customer hereby provides the Supplier with an irrevocable license and authorization to enter upon the Premises, by its servants or agents, for such purpose, without any liability on the part of the Supplier for any loss or damage suffered as a consequence of such entry or re-taking of possession.
10.3 The Customer shall be responsible for the Alarm System until payment in full is made to and received by the Supplier, and the Customer will indemnify the Supplier for any damage, destruction, depreciation and diminution in value of the Alarm System during the period the Customer is responsible for the Alarm System.
10.4 The Customer agrees that any component parts specified in the Quotation as being owned by the Supplier will at all times remain the sole property of the Supplier and the Customer agrees that it will not encumber or dispose of the specified component parts or permit them to be removed from the Premises. In the event of loss or damage to any specified component part the Customer agrees to (at the Supplier’s option) pay the Supplier the reasonable value thereof or the costs of necessary repairs thereto.

11. Insurance

Until the passing of title pursuant to Clause 11, the Customer will, at its own cost, insure the Alarm System, in the Supplier’s name, against such risks as a prudent owner of the Alarm System would insure for at its full insurable value.

12. Cancellation Prior to Installation

12.1 If for whatever reason the Customer cancels the Agreement prior to the Date of Installation then the Supplier will be entitled to retain any deposit monies it has received and demand payment of any out of pocket expenses that it may have incurred in preparing for the installation.
12.2 If the Supplier terminates the Agreement prior to installation any deposit monies received will be returned to the Customer without any further obligation or liability on the Supplier’s part.

13. Default or Early Termination

13.1 The Supplier may terminate this Agreement if:
13.1.1 The Customer breaches any term or condition contained herein (including the requirement that all Fees are paid when the fall due) and such breach is not rectified within 7 days of notification in writing; or
13.1.2 The Customer has provided any false or misleading information to the Supplier including information set out in any application for credit; or
13.1.3 The Customer is declared bankrupt, commences to be wound up or is placed under official management, or a receiver, or a receiver and manager or voluntary administrator is appointed in respect of the Customer, its undertaking or property or any party thereof, or an encumbrance, by itself or by an agent, takes or purports to take possession of the Customer’s undertaking or property or any part thereof.
13.2 In the event of termination prior to the end of the Term then the Supplier will be entitled to retain any monies received and the Customer must immediately pay to the Supplier:
13.2.1 All monies that are due and payable under this Agreement; and
13.2.2 The Termination Fee being the present value of the Fees that would have been paid by the Customer to the Supplier during the balance of any Term including but not limited to anticipate Routine Maintenance Fees.

14. Acceptance and Limitation of Liability

14.1 The Alarm System is supplied on a firm sale basis only, that is to say that the Supplier shall neither supply the Alarm System on an “approval basis” nor shall it accept return of the Alarm System for reasons other than a breach of the warranty contained in Clause 16.
14.2 Acceptance of the Alarm System shall be deemed for all purposes to have taken place when the Customer executes the Installation Completion Form. After the Customer executes the Installation Completion Form the Alarm System will not be accepted for return unless agreed in writing by the Supplier.
14.3 The Customer acknowledges that the Supplier has not represented or warranted that the Alarm System will prevent any loss being suffered by the Customer. Furthermore, the Customer accepts that the Supplier will not be liable for any loss suffered by the Customer that may be attributed to a defect in the Alarm System, the Installation of the Alarm System, or the Suppliers negligence or failure to perform any of its obligations under this Agreement.
14.4 Except as expressly provided to the contrary in these terms and conditions, all terms, conditions, warranties, undertakings, inducements or representations whether express, implied, statutory or otherwise are excluded to the maximum extent permitted by law. The Supplier’s liability for a breach of any condition or warranty as implied by the Trade Practices Act 1974 is limited to one or more of the following as the Supplier decides:
14.4.1 The replacement of the Alarm System or the supply of equivalent products; or
14.4.2 The repair of the Alarm System; or
14.4.3 The payment of the costs of replacing the Alarm System or of acquiring equivalent products; or
14.4.4 The payment of the cost of having the Alarm System required.
14.5 The Customer agrees to indemnify and hold the Supplier harmless in the event that any third party makes a claim or commences any action against the Supplier for whatever reason relating directly or indirectly to the performance or non-performance of the Customer’s or the Supplier’s obligations hereunder.

15. Manufacturer’s Warranty

15.1 Products supplied to the Customer shall have the benefit of any warranty given by the manufacturer and will only be considered for return by the Supplier if the return of the products or any part of them is in accordance with the manufacturer’s warranty policy but the Supplier will not be liable for any loss or damage either direct or consequential arising out of any defects associated with the products.

16. Force Major and Events beyond the Supplier’s Control

16.1 The Supplier accepts no responsibility if either the installation of the Alarm System or the performance of the Routine Maintenance is prevented or delayed, in part or all, by reason of the failure of third parties any Act of God, or the consequence thereof including, but not limited to fire, flood, typhoon, earthquakes, tornado or by reason of riots, wars, hostilities, government restrictions, trade embargoes, strikes, lockouts, labour disputes, boycotting of products, ship delays or damage in transportation, or other causes beyond the Supplier’s control. In the event of the foregoing, the Supplier may, at its option, perform its obligations hereunder within a reasonable time from the removal of the cause preventing or delaying performance, or rescind unconditionally and without liability, this Agreement or the unfulfilled portion thereof.
16.2 If the Agreement is rescinded for any of the above reasons the Customer shall not be liable to pay the Termination Fee.

17. Substitution

The Supplier reserves the right to substitute other products with similar qualities if any item ordered by the Customer is not available.

18. Assignment

The Customer may not assign its interest herein without the written consent of the Supplier. The Supplier shall be entitled to assign the performance of any of its rights or obligations under this Agreement without notice.

19. Entire Agreement

This Agreement contains the entire understanding of the parties with reference to the subject matter and there is no other understanding agreement warranty or representation whether express or implied in any way extending defining or otherwise relating to the provisions hereof or binding to the parties hereto with respect to the fitness, quality or merchantability of the
Alarm System or the provision of the Maintenance Services or any of the matters to which these presents relate.

20. Governing Law

This Agreement is governed by and will be construed in accordance with the laws of the State of Victoria and the parties hereto hereby irrevocably submit to the jurisdiction of the courts of that State.

21. Amendment and Waiver

No variation modification or waiver of any provision of this Agreement nor consent to any departure by any party there from will in any event be of any force or effect unless the same will be confirmed in writing, signed by the parties and then such variation modification waiver or consent will be effective only to the extent for which it may be made or given.

22. Severance

In the event that any provision of this Agreement or part thereof is found to be invalid or unenforceable then such provision shall be read as valid to the maximum extent permitted by
law. If the provision as a whole is invalid such invalidity or unenforceability will not affect the validity or enforceability of the other provisions of this Agreement or the application of such provisions to any person or circumstance and the said remaining provisions will remain valid, enforceable and will be given full force and effect.

23. Executed

Any agent or employee of the Customer may execute any contract between the Supplier and the Customer on behalf of the Customer and the Customer shall be bound by these terms and conditions irrespective of whether any such execution was unauthorized or fraudulent.

24. Notices

Any demand, consent, notice or other communication authorised or required to be made herein will be in writing and may be given by facsimile, telex, telegram, cable, post or and to a party at the address appearing respectively herein before or as notified to the parties hereto from time to time.

17. Substitution

The Supplier reserves the right to substitute other products with similar qualities if any item ordered by the Customer is not available.

18. Assignment

The Customer may not assign its interest herein without the written consent of the Supplier. The Supplier shall be entitled to assign the performance of any of its rights or obligations under this Agreement without notice.

19. Entire Agreement

This Agreement contains the entire understanding of the parties with reference to the subject matter and there is no other understanding agreement warranty or representation whether express or implied in any way extending defining or otherwise relating to the provisions hereof or binding to the parties hereto with respect to the fitness, quality or merchantability of the
Alarm System or the provision of the Maintenance Services or any of the matters to which these presents relate.

20. Governing Law

This Agreement is governed by and will be construed in accordance with the laws of the State of Victoria and the parties hereto hereby irrevocably submit to the jurisdiction of the courts of that State.

25. Guarantee

25.1 In consideration of the Supplier entering into this Agreement at the request of the Customer the Guarantors jointly and severally hereby irrevocably:
25.1.1 Guarantee to the Supplier the due punctual and proper payment and performance by the Customer of the terms covenants conditions and obligations of the Customer; and
25.1.2 Agree to indemnify and will keep indemnified the Supplier from all costs losses damages and expenses that the Supplier may suffer as a result of a breach of any of the terms covenants conditions and obligations imposed on the Customer.
25.2 The guarantee and indemnity contained in Clause 25.1 will be a continuing guarantee and indemnity.

26. Privacy

The Customer agrees that the Supplier may disclose information relating to its service account to credit reporting agencies. This information may relate, by way of example and without limitation, to any overdue payments or any cheques that are dishonoured more than once. The Customer agrees that the Supplier may request information relating to its (and where applicable its directors or other persons including any Guarantors) personal and commercial finances from credit reporting agencies, financial institutions or credit providers.