Terms & Conditions of Service

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.