Security Services Agreement Terms and Conditions

In this Agreement, unless the context otherwise requires:

1. Account means any credit account made available by Us to the Customer.
2. Additional Charges means any charges in addition to the Contract Price payable under this Agreement.
3. Application means any application for credit, services, or account facilities made by the Customer.
4. Confidential Information means information of a confidential nature concerning either party’s business, operations, processes, strategies, customers, personnel, finances, systems, or affairs, whether written, oral, or in any other form, but excludes information which is public knowledge (other than through breach of this Agreement).
5. Contract Price means the price payable for the Services as set out in the Schedule or invoice.
6. Customer, You, Your means the person or entity requesting Services, Goods, or credit from Us, including their successors and permitted assigns.
7. Guarantor means any person or entity who executes the Guarantee and Indemnity in Part C of this Agreement.
8. Goods means any goods supplied by Us to the Customer under this Agreement.
9. Personnel means Our employees, officers, agents, contractors, or subcontractors engaged in providing the Services.
10. Services means the security and risk-management services provided by Us, including but not limited to security personnel, patrols, surveillance, event security, and consulting, as described in the Schedule or Proposal.
11. Term means the period of engagement specified in the Schedule, including any renewal.
12. Urban Protection Group, We, Us, Our means Urban Protection Group Pty Ltd ABN 46 143 349 786 and its related bodies corporate.
13. WHS Laws means all legislation, regulations, codes of practice and advisory standards relating to work health and safety in the State or Territory where the Services are provided.

Unless the context otherwise requires:

1. Headings are for convenience only and do not affect interpretation.
2. Words in the singular include the plural, and the plural includes the singular.
3. References to any legislation include amendments, re-enactments, and subordinate instruments.
4. A reference to a person includes a corporation, trust, partnership, or unincorporated body.
5. A reference to a party includes its successors, permitted assigns, and substitutes.
6. Any covenant or obligation on the part of two or more persons binds them jointly and severally.
7. The words “including”, “for example”, or similar expressions are not words of limitation.
8. A reference to a document includes that document as varied or replaced.

1. Part C (if applicable);
2. Part B (Commercial Terms);
3. Part A (General Terms).

We agree to provide the Services to the Customer, and the Customer engages Us to provide the Services, on the terms of this Agreement.

We will perform the Services:

1. with due care and skill;
2. in a professional and businesslike manner; and
3. in substantial conformity with the specifications for the relevant Services as set out in the Schedule or Proposal.

We provide the Services as an independent contractor. Nothing in this Agreement creates a relationship of employer and employee, principal and agent, or partnership between the parties.

The Customer acknowledges and agrees that:

1. the Services are designed to reduce risk but cannot eliminate risk entirely;
2. We do not warrant or guarantee the prevention of loss, damage, or incident; and
3. the Customer remains responsible for implementing its own security, health, and safety measures in respect of the Service Location.

For the duration of this Agreement, the Customer must:

1. provide Us with all information, instructions, and co-operation reasonably required to perform the Services, including the Service Brief;
2. ensure that Our Personnel have safe and lawful access to the Service Location(s);
3. ensure that any person appointed as the Customer’s representative has full authority to make day-to-day decisions regarding the Services; and
4. treat Our Personnel with dignity and respect at all times.

1. The parties acknowledge that We are not responsible for the management or control of the Service Location for the purposes of WHS Laws.
2. The Customer must comply with all WHS Laws in relation to the Service Location and its operations.
3. We agree to comply with all reasonable lawful directions of the Customer in respect of WHS requirements at the Service Location.

The Customer must, at its own cost, make available such facilities, utilities, and equipment as are reasonably necessary for Us to perform the Services, unless otherwise agreed in writing.

We may engage subcontractors or agents to perform any part of the Services.

Any subcontractor engaged by Us must:

1. hold and maintain all licences, permits, and insurances required under applicable law; and
2. comply with all lawful and reasonable site directions and requirements provided to them through Us.

1. We remain responsible for overall coordination of the Services but are not liable for any act or omission of a subcontractor where the subcontractor has failed to follow lawful and reasonable instructions passed on by Us.
2. The Customer acknowledges that, in respect of subcontracted Services, Our role may be limited to acting as a conduit for passing on the Customer’s or venue manager’s instructions to the subcontractor.

Each party must keep confidential all Confidential Information of the other party and must not disclose or use that information except:

1. to the extent required to perform its obligations under this Agreement;
2. where disclosure is required by law, court order, or regulatory authority;
3. to professional advisers who are bound by confidentiality; or
4. with the prior written consent of the other party.

Upon termination or expiry of this Agreement, or earlier on request, each party must return or securely destroy all Confidential Information of the other party in its possession, except to the extent retention is required by law.

We will handle all personal information (including but not limited to CCTV footage, incident reports, or access records) in accordance with the Privacy Act 1988 (Cth), the Australian Privacy Principles, and Our Privacy Policy as published on Our website from time to time.

The Customer warrants that it has obtained all necessary consents and authorisations to provide any personal information (including details of staff, contractors, or visitors) to Us for the purposes of performing the Services.

We will maintain, at Our own cost, industry-standard insurances appropriate for the provision of the Services, including:

1. public liability insurance;
2. workers compensation insurance as required by law; and
3. any other insurance required by applicable legislation or reasonably necessary for the Services.

The Customer must, at its own cost, maintain insurances appropriate to its business, premises, and assets, including (without limitation):

1. property and contents insurance;
2. business interruption insurance; and
3. any other insurances reasonably necessary to cover risks specific to the Customer’s operations or location.

To the extent permitted by law, We are not liable for any loss, damage, or liability that is, or could reasonably have been, covered by insurance that the Customer was required to maintain under clause 7.2.

Nothing in this Agreement excludes, restricts, or modifies any guarantee, condition, warranty, right, or remedy implied by the Competition and Consumer Act 2010 (Cth) (including the Australian Consumer Law) or any other law that cannot lawfully be excluded.

To the maximum extent permitted by law, Our total aggregate liability to the Customer arising out of or in connection with this Agreement (whether in contract, tort including negligence, equity, statute, or otherwise) is limited to the greater of:

1. the total amount paid by the Customer to Us for the Services in the 12 months immediately preceding the event giving rise to the claim; or
2. the amount recoverable by Us under any applicable insurance policy in respect of that claim.

We are not liable for any indirect, incidental, special, or consequential loss, damage, cost, or expense suffered or incurred by the Customer, including (without limitation) loss of profit, loss of revenue, loss of anticipated savings, business interruption, or reputational damage.

Our liability is reduced to the extent that the Customer (including its officers, employees, contractors, or agents) caused or contributed to the loss or damage.

We are not liable for any failure or delay in performing Our obligations under this Agreement to the extent that the failure or delay is caused by a Force Majeure Event.

A Force Majeure Event includes, but is not limited to:

1. natural disasters, fire, flood, earthquake, or severe weather;
2. war, terrorism, riots, or civil commotion;
3. industrial disputes, strikes, or lockouts;
4. government restrictions, embargoes, or orders;
5. epidemic, pandemic, or public health emergency; or
6. any other cause beyond Our reasonable control.

During a Force Majeure Event, the obligations of the affected party are suspended to the extent they are prevented or delayed by the Force Majeure Event.

The affected party must give the other party written notice as soon as reasonably practicable after becoming aware of a Force Majeure Event.

If a Force Majeure Event continues for more than 60 consecutive days, either party may terminate this Agreement by written notice to the other party.

We will issue tax invoices to the Customer for the Services and any Additional Charges in accordance with applicable law.

1. The Customer must pay each invoice in full, without deduction or set-off, by the due date stated on the invoice or, if no date is stated, within 7 days of the invoice date.
2. All payments must be made in Australian dollars, in immediately available funds, by electronic transfer to the account nominated by Us.

1. If any amount is not paid when due, We may charge interest on the overdue amount at a rate of 2% per month, calculated daily until payment is made in full.
2. Payments received will be applied first to interest, then to costs of collection, and then to the principal amount outstanding.

We may suspend the provision of Services if the Customer fails to make payment in accordance with this clause 10, and may withhold the release of any reports, records, or materials until payment is made.

The Customer must pay, on demand, all reasonable costs and expenses (including full legal costs on an indemnity basis and debt-collection costs) incurred by Us in recovering any overdue amounts.

All fees and charges are exclusive of GST unless expressly stated otherwise. The Customer must pay GST on any taxable supply at the same time as payment for the supply is due.

We may terminate this Agreement or suspend the provision of Services immediately by written notice to the Customer if:

1. the Customer fails to pay any amount when due and does not remedy that failure within 7 days of written notice;
2. the Customer breaches this Agreement and does not remedy that breach (if capable of remedy) within 14 days of written notice;
3. the Customer becomes insolvent, enters administration or liquidation, or has a receiver or manager appointed over its assets; or
4. a Force Majeure Event continues for more than 60 consecutive days.

The Customer may terminate this Agreement by written notice to Us if:

1. We commit a material breach of this Agreement and do not remedy that breach (if capable of remedy) within 30 days of written notice; or
2. We become insolvent, enter administration or liquidation, or have a receiver or manager appointed over Our assets.

Unless otherwise agreed in the Schedule, the Customer may terminate this Agreement for convenience by giving Us not less than 30 days’ written notice.

On termination of this Agreement for any reason:

1. all amounts invoiced or accrued become immediately due and payable;
2. the Customer must pay for all Services performed and Goods supplied up to the termination date;
3. the Customer must immediately return any of Our property, equipment, or Confidential Information in its possession; and
4. clauses which by their nature are intended to survive termination (including those relating to payment, indemnity, confidentiality, limitation of liability, insurance, and governing law) continue in full force.

The Customer indemnifies Us, and must keep Us indemnified, against all loss, damage, liability, cost, or expense (including legal costs on a full indemnity basis) suffered or incurred by Us arising out of or in connection with:

1. any breach of this Agreement by the Customer;
2. any negligent act or omission of the Customer or its officers, employees, contractors, or agents;
3. any failure by the Customer to comply with clause 4 (Customer Obligations) or clause 7 (Insurance); and
4. any claim by a third party arising out of or in connection with the Services or Goods, to the extent such claim is caused by the Customer’s acts or omissions.

The indemnity in clause 12.1 does not apply to the extent that the loss, damage, liability, cost, or expense is caused by Our negligence, wilful misconduct, or breach of this Agreement.

1. Any decision to grant credit to the Customer is at Our absolute discretion.
2. We may impose conditions on credit approval, including the requirement for one or more Guarantors.
3. We may vary, suspend, or withdraw credit facilities at any time by written notice to the Customer.

Where credit is granted, the Customer must:

1. pay all amounts due under this Agreement strictly in accordance with clause 10 (Payment and Invoicing);
2. provide any information reasonably required by Us to assess and monitor the Customer’s creditworthiness; and
3. notify Us immediately of any material change in the Customer’s financial position.

Each Guarantor:

1. guarantees to Us the due and punctual performance by the Customer of its obligations under this Agreement, including payment of all money owed by the Customer;
2. indemnifies Us against any loss, damage, liability, cost, or expense incurred by Us as a result of the Customer’s failure to perform its obligations;
3. agrees that this Guarantee and Indemnity is a continuing obligation and will not be discharged by any variation to this Agreement, granting of time, or release of any other Guarantor; and
4. charges all of the Guarantor’s right, title, and interest in any real property with the due performance of the Guarantor’s obligations under this clause, and irrevocably authorises Us to lodge a caveat to secure that charge.

Each Guarantor must execute the Guarantee and Indemnity in its personal capacity. The Guarantee is not binding unless signed by the Guarantor in the execution block provided in the Schedule.

If a dispute arises out of or in connection with this Agreement, the parties must use reasonable efforts to resolve the dispute promptly and in good faith through discussions between their authorised representatives.

If the dispute is not resolved within 14 days of written notice of the dispute, either party may refer the matter to mediation administered by the Resolution Institute of Australia, to be conducted in Sydney (or such other place as the parties agree).

Each party must continue to perform its obligations under this Agreement while the dispute is being resolved, except to the extent that the obligations are directly the subject of the dispute.

If the dispute is not resolved within 30 days after referral to mediation, either party may commence court proceedings in relation to the dispute.

Nothing in this clause prevents a party from seeking urgent interlocutory or injunctive relief from a court.

1. Any notice under this Agreement must be in writing, legible, and in English, addressed to the receiving party’s address set out in the Schedule (or such other address as notified).
2. A notice is deemed received:
   1. if delivered by hand – when delivered;
   2. if posted – 3 business days after posting within Australia, or 10 business days if posted internationally; or
   3. if sent by email – at the time of transmission, unless the sender receives a delivery-failure notice.
3. If delivery or receipt occurs on a non-business day or after 4.00pm (recipient’s local time), the notice is deemed received at 9.00am on the next business day.

The Customer must not assign or transfer any of its rights or obligations under this Agreement without Our prior written consent. We may assign or transfer Our rights or obligations at any time without the Customer’s consent.

This Agreement, together with the Schedule, constitutes the entire agreement between the parties and supersedes all prior negotiations, representations, and agreements in relation to its subject matter.

Any amendment to this Agreement has no effect unless in writing and signed by both parties.

A failure or delay by a party to exercise a right or remedy under this Agreement does not operate as a waiver of that right or remedy. A waiver is only effective if in writing and signed.

If any provision of this Agreement is held to be invalid or unenforceable, that provision is severed and the remainder of the Agreement continues in full force.

This Agreement may be executed in any number of counterparts, each of which constitutes an original, and all of which together constitute one and the same document.

Each party must promptly do all acts and execute all documents reasonably required to give effect to this Agreement.

This Agreement is governed by the laws of New South Wales, Australia. Each party submits to the non-exclusive jurisdiction of the courts of New South Wales and any courts entitled to hear appeals from them.