1.0 DEFINITIONS

1.1 "Business Hours" means the period between 0830 hours and 1700 hours on any day except Saturdays, Sundays and Public Holidays;
1.2 "Central Station" means Matrix Security Group Limited's Call Centre;
1.3 "Commencement Date" means the date the Services agreed to between the Customer and the Supplier will start.
1.4 "Customer" means the person(s), firm, company, partnership or corporate entity with whom the Supplier enters into an agreement;
1.5 "Customer Instructions" means the written instructions attached to this agreement (as amended from time to time by agreement in writing, or at the Supplier's option, agreed orally and immediately confirmed by the Customer in writing) outlining the procedures to be followed by the Suppliers if the Suppliers receive an actionable alarm signal from the Security System;
1.6 "Customer Contact" means the person(s) nominated by the Customer in the Customer Instructions;
1.7 "Default rate" means the amount of 2.5% per month charged by the Supplier to the Customer, in addition to the Price or Payment of Monies for any late, overdue, or outstanding payment.
1.8 "Force Majeure" means an act, omission or circumstance such as a national emergency, war or prohibitive governmental regulation over which the Suppliers could not reasonably have exercised control;
1.9 "Security System" means the Customer's security equipment installed on the Premises, where applicable;
1.10 "Service Fees" means the consideration paid to the Supplier from the Customer for the provision of Services.
1.11 "Supplier" means Matrix Security Group Limited.

2.0 DURATION

2.1 This agreement shall commence on the Commencement Date and shall continue for a period of twelve (12) months from the Commencement Date. This agreement shall then continue until terminated by either party, expiring on a monthly date for payment of service fees.

3.0 SERVICE DETAILS

The Supplier shall provide those services as selected in the agreement as follows:
3.1 Basic Monitoring For 24 hours per day, 7 days per week, or such other times as the Customer may from time to time specify in writing, the Supplier shall: a) Monitor the alarm signals from the Security System, and b) Use its reasonable endeavours to action alarm signals as soon as practicable in accordance with the Customer Instructions.
3.2 The Supplier shall not be obliged to contact a mobile patrol unless the Customer Instructions contain specific directions to do so. In this case clause 3.5 shall apply.
3.3 Supervised Monitoring/Customer Identification In addition to the Basic Monitoring Services outlined in clause 3.1 the Supplier shall monitor the setting and unsetting signals from the Security System.
3.4 Mobile Patrol Checks The Supplier shall provide a mobile patrol officer to carry out randomly timed visits to the Premises in accordance with the Customer Instructions.
3.5 Mobile Patrol Alarm Response If the Customer Instructions contain instructions to the Supplier to dispatch a mobile patrol to attend the Premises after receipt of an actionable alarm then: a) Provided that the Supplier has been supplied with keys to the Premises, the Supplier shall dispatch a mobile patrol to attend the Premises as soon as possible after receipt of an actionable alarm, to ascertain, as far as is practicable, whether the premises are secure; or b) If the Customer has not provided the Supplier with keys to the Premises, the Supplier shall use its reasonable endeavours to locate a Customer Contact to attend the Premises to provide the Supplier with access to the Premises. If the Supplier is able to locate a Customer Contact then the Supplier shall then provide a mobile patrol to attend the Premises to ascertain, as far as is practicable, whether the Premises are secure. Notwithstanding anything contained in this clause if the Supplier determines in its absolute discretion that a Customer Contact is not immediately available then the Suppliers only obligation under this clause is to provide a mobile patrol to attend the Premises to observe whether the Premises appear secure by means of an external visual check at the street level of accessible areas immediately adjacent to the area in which the alarm has been activated.
3.6 Violated Premises If the Premises are found to be violated after a Mobile Patrol Alarm Response and the Supplier is unable to notify the Customer Contact, the Supplier is authorised to take whatever action it shall in its sole opinion deem to be necessary to secure the Premises including (but not limited to) engaging tradesmen such as a locksmith and/or a glazier to carry out repairs to the Premises or stationing static guard at the Premises, until the next working day. If the Supplier has been provided with keys and codes for the Premises the mobile patrol officer will re-set the Security System.
3.7 The Customer will pay the Supplier for all of the costs incurred by the Supplier under clause 3.5, including the costs of the tradesman, any incidental costs fees or charges, and the cost of organising and providing the static guard (at the ruling rate for static guards) within 14 days of receiving the Supplier's invoice.
3.8 The Supplier does not accept any responsibility for and it shall not be liable in respect of any of the services provided by any person engaged by it under clause 3.5.

4.0 TERMINATION

4.1 This agreement shall terminate at the end of the term of any renewal thereof: a) By either party giving the other thirty (30) days notice in writing, or; b) Immediately upon either party giving notice to the other if the other party is in default of this agreement and fails to remedy the default within fourteen days of written notice, or, either party goes into liquidation, is wound up, dissolved, or has a receiver appointed in respect of any of its assets.
4.2 If notice is given to the Customer pursuant to clause 4.1(b) the Supplier may, in addition to terminating the agreement, retain any monies paid, charge a reasonable sum for work performed in respect of which no payment has been received, charge any service fees that would have been payable by the Customer at the end of the agreement, be regarded as discharged from any further work under the agreement and pursue any additional remedies in law.

5.0 CUSTOMERS RIGHTS AND OBLIGATIONS

5.1 The Customer shall be totally responsible for keeping the Security System maintained in good order and repair and capable of being monitored by the Supplier.
5.2 The Customer will provide at its cost an appropriate source of electricity for the Security System and a suitable telephone line between the Premises and Central Station. The Customer shall immediately notify the Supplier of any failure or disconnection of the power supply or the telephone line.
5.3 The Customer will provide at its cost keys to the Premises, delivered to the Supplier, to enable the Supplier to carry out its responsibilities.
5.4 The Customer will immediately notify the Supplier if at any time during the term of this agreement the use or layout of the Premises is altered or the level of security risk changes from that applying at the Commencement Date, or if the Customer alters or adds to the Security System.
5.5 The Customer undertakes not to write keypad codes in public or insecure places and to ensure that codes, keys and other security access devices are kept under secure care at all times. When authorised code or key holders resign from the Customer, the Customer will request new codes from the Supplier in order to ensure that the integrity of the codes is maintained.
5.6 The Customer acknowledges that the services provided under this agreement may not prevent unlawful entry to the Premises occurring and accordingly the Customer accepts that loss or damage to the property and death or injury to persons may occur even though the Suppliers obligations under this agreement have been satisfied. 5.7 The Customer shall not, knowingly during the period of this service and within one year of the termination hereof (for whatever reason) engage or employ any persons who shall have been employed by the Suppliers during the twelve months prior to the commencement of such engagement or employment by the Customer.
5.8 The Customer shall ensure the Supplier's personnel, employee's, agents and contractors have full and safe access to the Premises at all times for the purposes of providing the services.
5.9 The Customer shall indemnify the Supplier against any loss, damage, cost or expense suffered by the Supplier as a result of any failure by the Customer to perform its obligations under this agreement.

6.0 SUPPLIERS RIGHTS AND OBLIGATIONS

6.1 The Customer will not require the Supplier to provide performance records, history or other reports to anyone other than the Customer.
6.2 The Supplier can record all telephone conversations to and from the Central Station and the Customer hereby and irrevocably authorises and agrees to the same.
6.3 If the Supplier receives a signal from the Customer's Security System which indicates or suggests the presence of a malfunction or fault in that system the Supplier shall be entitled (but not obliged) to treat the signal as an actionable alarm signal and respond in accordance with the Customers instructions.
6.4 The Supplier may sub-contract all or any part of the obligations outlined in this agreement with the prior written permission of the Customer.
6.5 If the Customer does not make any payment of monies, charges, costs or fees by the due date, in whole or part, the Supplier may bring any action including but not limited to charge overdue interest; charge for costs of debt collection and ancillary amounts; charge for solicitors fees and costs incidental thereto; place a company into liquidation; bring proceedings for bankruptcy or stop any further services.
6.6 These consequences may be used singularly or in conjunction with another. The exercise of such a remedy does not limit the rights of the Supplier in law, contract or otherwise.
6.7 The Supplier shall erect and maintain at the Premises adequate signage and warning stickers on wall and perimeter fences in accordance with The Customer's instructions.

7.0 SUPPLIER LIABILITY

7.1 The Suppliers do not represent nor warrant that the Service provided will prevent breaches of security or burglary, and the Supplier shall not be liable to the Customer for any loss or damage caused by mechanical breakdown, stress of weather, strike or lockout, labour disputes or restraint of labour, act of God, act of war (declared or undeclared), act or restraint imposed by Government, riot or civil commotion, casualty (including fire or explosion), act or omission of the Customer, its servants or agents, or any cause beyond the control of the Suppliers.
7.2 In any event, under no circumstances will the Supplier, its employees, subcontractors, or agents be liable to the Customer in contract, tort (negligence) or any other principle of legal liability, for damage (whether direct or indirect), costs, expenses or for any indirect or consequential loss whatever.
7.3 Notwithstanding clause 7.1 and 7.2, if the Supplier is found to be liable to the Customer (whether under the express or implied terms of this Agreement, in negligence, or otherwise at common law) for any costs, loss or damage suffered by the Customer, however caused and of whatever nature, arising out of or connected with the performance or failure of performance of this Agreement then the maximum amount of that liability in total for the aggregate for all such claims against the Supplier shall be no greater than the annual Price of Services provided by the Supplier.
7.4 The liability of the Supplier to the Customer against claims, losses, damages, liabilities, costs and expenses as aforesaid shall be reduced proportionately to the extent that any act or omission of the Customer, their officers, directors, employees and/or contractors (whether amounting to a breach of this Agreement or not) has contributed towards any such loss or damage.

8.0 PRICE

8.1 The cost of supplying the security services detailed in this agreement shall apply to the Premises or area as agreed at the commencement of the security services.
8.2 The Supplier's charges provided for in relation to the Security Services have been based upon wages and conditions of employment enjoyed by the employees of the Supplier, the cost of motor vehicles, motor fuel and oil, motor parts and accessories and any other materials used in the safe performance of the service prevailing at the date hereof, and said charges shall be adjusted from time to time to cover any alternations of wages and conditions of employment or the cost of materials as aforesaid.
8.3 Quotations are subject to acceptance within 30 days after which they shall lapse.

9.0 TIME AND MANNER OF PAYMENT

9.1 Security service periods are monthly from the 1st day of each month to the last day of each month. Invoices and/or Statements will be dispatched at the commencement of each period.
9.2 The Customer shall pay the Price or the monies owing and due immediately upon receipt of the invoice. If the Customer fails to pay all monies owing and due on or before the 20th of the Month following the date of the invoice, the Customer shall pay interest at the default rate from the due date until payment.
9.3 In the event of non payment of any amounts due, the Suppliers may, upon first giving 5 working day's notice, suspend the security service or cancel this arrangement.
9.4 Payment by cheque, bill of exchange or other negotiable instrument will not be considered as payment until actually paid or honoured and released in clear funds.
9.5 The Customer agrees that any debt to the Supplier is valid and enforceable and that the Customer does not have any right of set-off or counterclaim, and can not bring any claim against the Supplier until the monies owing to the Supplier have been paid in full.
9.6 The Price or monies owing shall become immediately payable regardless of the terms of payment and the Company may take immediate action to recover the Price including any legal or collecting costs if the Customer is in default under this Agreement, commits an act of Bankruptcy or goes into liquidation or receivership or enters into a creditor's composition or has its credit standing impaired in any other way.

10.0 WARRANTIES

10.1 The provisions of this agreement shall be read subject to any implied terms, conditions or warranties imposed by the Consumer Guarantees Act 1993 but all other terms, conditions, warranties, undertakings, inducements or representations whether express, implied, statutory or otherwise outside of this agreement, resulting in any way to the services to be provided in this agreement are to be excluded and do not form part of this agreement.

11.0 FORCE MAJEURE

11.1 The Supplier will not be liable for any delay or failure to perform its obligations if such failure or delay is due to Force Majeure (refer clause 7.1).
11.2 The Supplier shall notify the Customer as soon as practicable of any anticipated delay due to force majeure. The performance of the Supplier's obligations and Customer's obligations under this agreement will be suspended for the period of the delay due to force majeure.

12.0 NOTICES

12.1 Notices under this agreement may be delivered by hand, registered mail, or facsimile to the addresses specified in this agreement.
12.2 Notices will be deemed to be given in the case of hand delivery or registered mail, upon written acknowledgement of receipt by an officer or other duly authorised employee, agent or representative of the receiving party, or in the case of facsimile, upon completion of transmission.

13.0 OCCUPATIONAL HEALTH AND SAFETY

13.1 The Customer warrants that any site the Supplier, its employees, contractors, servants or agents may have contact with in the provision of services meet all requirements and obligations as specified in the Health & Safety in Employment Act 1992. The Customer warrants that such sites are under their control and the Customer warrants they have eliminated, isolated and minimised all hazards and any breach of the same will be at the liability of the Customer.

14.0 WAIVER

14.1 No right under this agreement shall be deemed to be waived except by notice in writing signed by each party.
14.2 Any failure by the Supplier to enforce any clause of the agreement or any forbearance, delay or indulgency granted by the Suppliers to the Customer, will not be construed as a waiver of the Supplier's rights under this agreement.
14.3 A waiver by the Supplier will not prejudice its rights in respect of any subsequent breach of this agreement by the Supplier.

15.0 STRIKE EXEMPTION

15.1 In the event of a strike on the Customer's premises, the Supplier's employees or independent suppliers contracted by the Supplier shall not be required to carry out any additional duties or any duties of a strike breaking nature.

16.0 LIMIT OF LIABILITY

16.1 Any liability on the part of the Supplier arising under the terms of this Supply Contract for Security Services or at Common Law or under the provisions of any act of Parliament, Regulations or Local Authority By- Laws for any injury to or loss of damage of whatsoever nature sustained by the Customer, its servants or agents (either directly or indirectly) shall be limited to a sum not exceeding $1,000.00 (which shall include all legal fees and costs) in respect of the aggregate of all claims arising during any consecutive period of twelve months.

17.0 NOTICE OF CLAIM

17.1 Notice of any claim by the Customer against the Suppliers must be given by the Customer to the Suppliers within 7 days of the day upon which the existence of such claim came or should have come to the notice of the Customer.

18.0 SEVERABILITY

18.1 If any provision of this agreement is held invalid, unenforceable or illegal for any reason, this agreement shall remain otherwise in full force apart from such provision which shall be deemed deleted.

19.0 PRIVACY ACT 1993

19.1 The Customer agrees that the Supplier may obtain information about the Customer and the Customer consents to any person providing the Supplier with such information.
19.2 The Customer agrees that the Supplier may use any information it has about the Customer relating to the Customer's credit worthiness and may give that information to any other person including any credit or debt collection agency for credit assessment and debt collection purposes.
19.3 The Customer must notify the Supplier of any change in circumstances that may affect the accuracy of information provided by the Customer to the Supplier.
19.4 If the Customer is an individual, the Customer has rights under the Privacy Act 1993, to access and request the correction of any personal information which the Supplier holds about the Customer.

20.0 DISPUTE RESOLUTION

20.1 The Supplier and Customer agree that any Dispute arising out of this Agreement will attempt to be resolved by Arbitration, taking place in Auckland, the City closest to the physical address of the Supplier.