1.0 DEFINITIONS

1.1 “Agreement” means these Terms and Conditions of Service and the Quote.

1.2 “Business Hours” means the period between 0830 hours and 1700 hours on any Business Day;

1.3 “Business Day” means any day except Saturdays, Sundays, or any public holiday recognised in New Zealand in the region in which the services are being provided;

1.4 “Central Station” means Matrix Security Group Limited’s call centre;

1.5 “Commencement Date” means the date the Supplier will start providing the Services to the Customer, or as otherwise agreed between the parties.

1.6 “Customer” means the person(s), firm, company, partnership or corporate entity with whom the Supplier enters into an agreement;

1.7 “Customer Instructions” means the written instructions attached to this Agreement or contained in the Quote, outlining the procedures to be followed by the Supplier if the Supplier receives an actionable alarm signal from the Security System (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);

1.8 “Customer Contact” means the person(s) nominated by the Customer
in the Customer Instructions;

1.9 “Default rate” means 2% above the Reserve Bank of New Zealand’s Official Cash Rate. 1.10 “Force Majeure Event” means an act, omission or circumstance such as a national emergency, war or prohibitive governmental regulation, mechanical breakdown, 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), over which the Supplier could not reasonably have exercised control;

       1.11 “Initial Term” means 12 months or as otherwise agreed in the Quote;

       1.12 “Premises” means the area under the control of the Customer for which the Services are to be provided, as set out in the Quote.

       1.13 “Quote” means the quotation for Services provided by the Supplier to the Customer.

       1.14 “Security System” means the Customer’s security equipment installed on the Premises, where applicable;

       1.15 “Service Fees” means the fee payable by the Customer to the Supplier for the Services, as set out in the Quote, or as otherwise agreed between the Supplier and the Customer from time to time;

       1.16 “Services” means the security monitoring services as selected by the Customer from time to time and as provided by the Supplier;

       1.17 “Supplier” means Matrix Security Group Limited;

       1.18 “Uninvited Direct Sale Agreement” has the meaning given in section 36K of the Fair Trading Act 1986.

2.0 DURATION

2.1 This Agreement shall commence on the Commencement Date and shall continue for the Initial Term.

2.2 Following the expiry of the Initial Term, this Agreement shall then automatically continue until terminated by either party in accordance with clause 4.0.

3.0 SERVICE DETAILS

The Supplier shall provide those services as selected in the Agreement as follows. For the avoidance of doubt, if a Service is not selected in a Quote, the Supplier will not be required to be provide it.

3.1 Activation- Only Alarm 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 Time-Managed Alarm Monitoring In addition to the Activation-Only Alarm Monitoring outlined in clause 3.1 the Supplier shall monitor the setting and unsetting signals from the Security System.

3.4 Mobile Patrol Services – The Supplier shall provide a mobile patrol officer to carry out randomly timed visits to the Premises in accordance with the Customer Instructions. responsibilitie

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) If the Supplier has been supplied with keys to the Premises in accordance with clause 5.3, 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 reasonably practicable, whether  he 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 reasonably practicable, whether the Premises are secure. Notwithstanding anything contained in this clause if the Supplier determines in its absolute discretion that a stomer Contact is not immediately available then the Supplier’s 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 Electronic security system installations and servicing

       (a) The Supplier may install and/or service the electronic alarm systems, security cameras, access control systems, gate intercoms and fog cannons, as selected by the Customer in the Quote.

      (b) If the Supplier provides the Customer with any installation and/or servicing of electronic security systems under clause 3.6(a) above, and the Customer’s Premises loses its connection to the internet, the Supplier may provide GPRS monitoring provided that the Customer has requested, and provided the Supplier with the opportunity to install, a GPRS communication module.

3.7 Violated Premises

If the Premises are found to have 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 absolute discretion deem to be necessary to secure the Premises including (but not limited to):

      (a) Engaging tradesmen such as a locksmith and/or a glazier to carry out repairs to the Premises; or

      (b) Stationing static guard at the Premises, until the next Business Day. If the Supplier has been provided with keys and codes for the  Premises the mobile patrol officer will re-set the Security System.

3.8 The Customer will pay the Supplier for all of the costs incurred by the Supplier under clause 3.7, including the costs of the tradesman, any incidental costs, fees or charges, and the cost of organising and providing the static guard (at the then current hourly rate for static guards) on the 20th of the month following the date of the Supplier’s invoice.

3.9 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 3.7.

4.0 TERMINATION

4.1 Either party may terminate this Agreement:

(a) For convenience, by giving the other party thirty (30) days’ notice in writing, such notice not to expire before the end of the Initial                Term; or

(b) Immediately upon either party giving notice to the other if the other party: (i) breaches, or fails to properly or promptly perform any obligation of that party under this Agreement and fails to remedy the breach or perform the obligation (to the other party’s reasonable satisfaction) within 14 days of receiving written notice from the other party specifying the breach or failure requiring remedy; or (ii) becomes, or is deemed to be, unable to pay its debts, insolvent or bankrupt, goes into receivership or voluntary administration or has a receiver, trustee or manager (including a statutory manager) appointed in respect of all or any of its property.

4.2 The Customer may terminate this Agreement:

(a) Immediately on written notice to the Supplier if the Customer does not accept an adjustment of the Service Fees under clause 8.2, provided that such notice is given to the Supplier prior to the effective date of any Service Fees adjustment;

(b) If the Customer has entered into an Uninvited Direct Sale Agreement, immediately on written notice to the Supplier provided that such notice is given within five Business Days of receiving a copy of the Uninvited Direct Sale Agreement.

4.3 The Supplier may, in accordance with clause 9.3, terminate this Agreement on giving five (5) Business Days’ written notice.

4.4 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 own cost, an appropriate source of electricity for the Security System and a suitable internet connection or other means of communication 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 If the Customer has indicated in the Customer Instructions that it will do so, the Customer will provide, at its cost, keys to the Premises, and deliver these 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. For business customers, 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 Supplier’s obligations under this Agreement have been satisfied.

5.7 The Customer shall not, knowingly during the term of this Agreement and for a period of one year following termination hereof (for whatever reason) engage or employ any persons who have been employed by the Supplier 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, employees, 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 Customer’s 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 solicitor’s fees and costs incidental thereto; or stop providing any further services.

6.6 The consequences set out in clause 6.5 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 LIABILITY

7.1 The Supplier does 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 a Force Majeure Event.

7.2 To the extent that the Customer is a “consumer” for the purposes of the Consumer Guarantees Act 1993 or the Fair Trading Act 1986, nothing in these terms will limit the Customer’s rights under those Acts.

7.3 Subject to clause 7.2, all terms, conditions, warranties, undertakings, inducements or representations whether express, implied, statutory or otherwise outside this Agreement are excluded.

7.4 Subject to clause 7.2, in no event shall either party, including its officers, directors, and employees, be liable to the other party, or any third party, for any special, indirect or consequential loss, including, but not limited to, damages for loss of use, loss of time, inconvenience, commercial loss, lost profits, lost business opportunities, damage to goodwill or reputation, or loss of data to the fullest extent allowed by law even if such party or third party has been notified of the possibility of such loss or damage.

7.5 Notwithstanding clause 7.1 and7.4, if either party is found to be liable to the other party (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 other party, 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 relevant party shall be no greater than the annual Service Fees.

7.6 The liability of one party to the other party in connection with any claims, losses, damages, liabilities, costs and expenses shall be reduced proportionately to the extent that any act or omission of the other party, 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 (refer clause 7.1). 10.2 The Supplier shall notify the Customer as soon as practicable of any anticipated delay due to a Force Majeure Event. 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 a Force Majeure Event

11.0 NOTICES

11.1 Notices under this Agreement may be delivered by hand, registered mail, or email to the addresses specified in this Agreement.

11.2 Notices will be deemed to be given:

(a) 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 (b) in the case of email, on receipt of the communication into the

receiving party’s information system.

12.0 HEALTH AND SAFETY

12.1 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 and Safety at Work Act 2015. The Customer warrants that such sites are under their control and the Customer warrants they have, so far as reasonably practicable, eliminated, isolated and minimised all hazards and, to the extent permissible by law, any breach of the same will be at the liability of the Customer.

13.0 WAIVER

13.1 No right under this Agreement shall be deemed to be waived except by notice in writing signed by each party. Any such waiver, unless the contrary is expressly stated, shall only apply to, and operate only in respect of, the particular matter in respect of which it is given.

13.2 Any failure by a party to enforce any clause of the Agreement, or any forbearance, delay or indulgence granted by that party will not be construed as a waiver of that party’s rights under this Agreement.

13.3 A waiver by one party of another party’s default under this agreement will not constitute a release of the defaulting party’s obligations to observe and perform all of its obligations under this Agreement in the future.

14.0 STRIKE EXEMPTION

14.1 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.

15.0 NO EMPLOYMENT RELATIONSHIP

15.1 The parties acknowledge and agree that the Supplier and its employees, agents or subcontractors will at no time be or be deemed to be in partnership, in a joint venture relationship, or employment relationship, with the Customer.

15.2 Except as expressly provided in this Agreement, the Supplier will not have any authority to commit or bind the Customer to any obligations or contracts with third parties, nor have the right to create legal relationships with third parties of any kind on the Customer’s behalf without the prior written approval of the Customer.

16.0 NOTICE OF CLAIM

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

17.0 SEVERABILITY

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

18.0 ASSIGNMENT

18.1 The Customer may not assign its rights under this Agreement
without the Supplier’s prior written consent.

19.0 ENTIRE AGREEMENT

19.1 This Agreement is the entire agreement between the parties, and replaces any other agreement or understanding with respect to its subject matter. The parties acknowledge that they have not relied on any other representation made by or on behalf of the other party in connection with this Agreement, except to the extent expressly set out in these terms.

20.0 PRIVACY ACT 1993

20.1 The Customer agrees that the Supplier may in the performance of the Services obtain personal information about the Customer and the Customer consents to any person providing the Supplier with such information

20.2 Any personal information provided by the Customer will be used in accordance with the Supplier’s privacy policy which is set out at www.matrixsecurity.co.nz.

21.0 DISPUTE RESOLUTION

21.1 The Supplier and Customer agree that any dispute arising out of this Agreement may be referred to mediation, taking place in
Auckland. The parties shall bear their own costs in relation to the mediation and shall each pay an equal share of the costs of the mediator.