Electronic Security Services Agreement Terms and Conditions

TERMS & CONDITIONS – WORKS CONTRACT

1. Definitions
   1. “Client” means the person/s, entities or any person acting on behalf of and with the authority of the Client requesting the Contractor to provide the Works, and:
      (a) if there is more than one Client, refers to each Client jointly and severally;
      (b) if the Client is a partnership, binds each partner jointly and severally;
      (c) if the Client is a trustee, binds them in their capacity as trustee;
      (d) includes the Client’s executors, administrators, successors, and permitted assigns.
   2. “Confidential Information” means information of a confidential nature whether oral, written, or electronic, including but not limited to this Contract, intellectual property, operational details, trade secrets, financial or commercial affairs, contracts, client data (such as name, address, DOB, occupation, driver’s licence, contact info, credit history), and pricing.
   3. “Contract” means these terms and conditions together with any quotation, order, invoice or other document expressed to be supplemental to this Contract.
   4. “Contractor” means Urban Protection Group Pty Ltd, its successors, assigns, or any authorised agent.
   5. “Cookies” are small data files stored on a user’s computer, accessible by the web server or user. The Client may disable Cookies via the website before making enquiries.
   6. “GST” means Goods and Services Tax under the A New Tax System (Goods and Services Tax) Act 1999 (Cth)
   7. “Intended Use” refers to the purpose a building product is intended or reasonably likely to be associated with a building.
   8. “Non-Conforming Building Product” means any product that:
      (a) is unsafe;
      (b) does not comply with regulatory provisions; or
      (c) cannot perform as represented by someone in the supply chain.
   9. “Price” means the amount payable (plus GST where applicable) for the Works.
   10. “Works” includes all services or materials provided by the Contractor, including consultation, manufacture, and installation
   11. “Worksite” means the address nominated by the Client for delivery or installation.
2. Acceptance
   1. The Client is deemed to have accepted these terms by ordering or accepting delivery of any Works.
   2. These terms may be read alongside the Contractor’s Service Agreement or Proven Protection Plan. In case of conflict, this Contract prevails.
   3. Amendments must be in writing and agreed by both parties.
   4. Any advice provided by the Contractor is given in good faith, based on experience, and without liability.
   5. The Client acknowledges:
      (a) Supply on credit only begins after approval of a completed credit application.
      (b) If orders exceed the credit limit, the Contractor may refuse delivery.
      (c) If materials are unavailable, the Contractor may substitute with comparables and adjust pricing with prior notice.
   6. Works are normally performed between 7:00 am and 4:00 pm Monday to Friday. Urgent work outside these hours may incur additional charges.
   7. Call-Outs:
      (a) If faults are not due to the Contractor’s workmanship or materials, the Client pays a Call-Out fee.
      (b) Emergency Call-Outs may attract a minimum charge.
      (c) The Contractor is not liable for compliance changes imposed by authorities.
      (d) Unsafe or unsanitary conditions may result in postponement.
      (e) If equipment is non-compliant, the Client is liable for variation costs.
      (f) If repair is uneconomical, the Client pays for work done up to cancellation.
   8. Fault diagnosis costs are chargeable, even if repairs don’t proceed.
   9. Electronic signatures are valid under the Electronic Transactions Act 2000 (NSW).
3. Errors and Omissions
   1. The Contractor is not liable for administrative or typographical errors in documentation or materials, unless due to negligence or wilful misconduct.
   2. Such errors do not invalidate the Contract.
   3. The Client is responsible for providing accurate order information. If incorrect, the Contractor may still enforce payment. Waivers are at the Contractor’s discretion.
4. Authorised Representatives
   1. The Contractor will liaise with one authorised representative who may make decisions and variations. The Client is liable for any additional costs arising from these decisions.
5. Non-Solicitation
   1. The Client agrees that they will not, during the term of this Contract and for a period of twelve (12) months after its termination, directly or indirectly solicit, employ, or engage any employee, contractor, or subcontractor of the Contractor without the Contractor’s prior written consent.
6. Change in Control
   1. The Client must provide no less than 14 days’ written notice to the Contractor of any intended change of ownership, name, contact details, trustee status, or business practice.
   2. The Client is liable for any losses incurred by failure to comply with this clause.
7. Fixed Term Serviced Agreement Plans
   1. The commencement date of the Contract is either:
      (a) the date of first Works delivery; or
      (b) the date of the signature and agreement of the quote unless otherwise specified.
   2. Prices are fixed for the first three (3) months from the commencement date . Thereafter, they may be reviewed based on Consumer Price Index (CPI) movement.
   3. Regular service checks are recommended to detect deficiencies that may lead to breakdowns.
   4. Service health checks carry no warranty. Environmental factors and wear may cause breakdowns beyond the Contractor’s control.
8. Price and Payment
   1. At the Contractor’s discretion, the Price shall be:
      (a) as stated on invoices; or
      (b) as quoted, provided acceptance occurs within 30 days.
   2. The Contractor may vary the Price due to:
      (a) requested variations to materials or Works;
      (b) discovery of unforeseen complications or site issues;
      (c) cost increases due to taxes, labour, materials, or currency changes.
   3. Variations must be documented and approved. If the Client does not respond within 10 working days, the Contractor may proceed and charge accordingly.
   4. A non-refundable deposit may be required at the Contractor’s discretion.
   5. Payment Timing:
      (a) on completion of Works;
      (b) as per invoice due date;
      (c) or 7 days from invoice date if unspecified.
   6. Accepted payment methods include cash, cheque, bank transfer, or as agreed. Credit card payments are not accepted.
   7. The Contractor may allocate payments at its discretion to any outstanding invoices or debts.
   8. The Client must not deduct, withhold, or offset payments unless agreed in writing. Any disputes must be raised in writing within 3 business days.
   9. Prices exclude GST unless otherwise stated. GST and other applicable taxes must be paid in addition to the Price.
9. Provision of the Works
   1. The Contractor is responsible for commencing Works as soon as reasonably possible.
   2. Delays in commencement may occur due to:
      (a) lack of Client selections;
      (b) Worksite unpreparedness;
      (c) failure to notify the Contractor that the Worksite is ready
      (d) transport/logistical issues;
      (e) acts of God;
      (f) force majeure events;
      (g) supplier discontinuation of products;
      (h) industrial strikes; or
      (i) other circumstances beyond the Contractor’s reasonable control.
   3. Delivery costs may be included in the Price at the Contractor’s discretion.
   4. Works may be delivered in instalments, each invoiced separately.
   5. Delivery times are estimates. Delays caused by the Client may incur additional storage or resupply fees.
   6. The Contractor is not liable for any of the factors listed in clause 8.2.
   7. The Contractor is
   8. The Client agrees that any strategic placement of cameras or maps of camera placement provided by the Contractor complies with Client requirements and all applicable laws and regulations.
   9. The Contractor will test all hardware provided as part of the Works to ensure proper functionality before handover to the Client.
10. Risk
    1. Risk passes to the Client:
       (a) on delivery, if the Contractor is supplying only materials;
       (b) on completion of installation, if both supply and install are included.
    2. If materials are left unattended at the Client’s request, all risk lies with the Client.
    3. The Contractor relies on the accuracy of site plans, specifications, and information provided by the Client.
    4. The Client warrants that structures and electrical capacity at the site can support the installation. Unsafe or non-compliant conditions will delay Works and may incur variation charges.
    5. The Client indemnifies the Contractor for damage resulting from water hammer or pressure on existing pipework during installation.
    6. The Client is responsible for:
       (a) any re-positioning of electrical wiring requested by third parties;
       (b) costs of relocating equipment due to neighbour or authority complaints.
    7. The Contractor ensures industry-standard noise levels upon installation but is not responsible for later changes caused by weather, tampering, or wear.
    8. The Contractor is not liable for ceiling hairline cracks unless caused by negligence.
    9. The Contractor is not responsible for material damage caused by property movement post-installation.
    10. The Contractor gives no warranty for:
        (a) root-blocked pipes;
        (b) temporary repairs;
        (c) third-party faults;
        (d) overload damage or tampering by others;
        (e) power failure or normal wear and tear;
        (f) external water ingress due to Client property maintenance.
    11. The Contractor aims to match materials but accepts no liability for batch variations.
    12. The Client must follow usage and maintenance instructions. The Contractor is not responsible for misuse or neglect.
    13. The Contractor is not liable for:
        (a) painting or cosmetic repairs unless due to negligence;
        (b) drainage issues not caused by the Contractor;
        (c) damage caused by third parties.
    14. The Contractor is not liable for inherent risks in manufacturing or installation if:
        (a) the person undertaking installation is qualified; and
        (b) the installation is performed to a standard that is widely accepted by peer professionals as competent professional practice.
11. Specifications
    1. The Client agrees that:
       (a) illustrations, data, or drawings in brochures are approximate and non-binding unless specified in writing;
       (b) performance estimates (e.g., water/energy efficiency) are provided in good faith based on industry standards, but actual results may vary based on external factors.
12. Client’s Responsibilities
    1. The Contractor is not responsible for site clean-up or rubbish removal unless agreed. Waste will be placed in an area designated by the Client.
    2. The Client must:
       (a) remove fragile items (glassware, furniture, etc.) from the site;
       (b) make the premises available at the agreed time;
       (c) provide access to water, electricity, toilets, and washing facilities;
       (d) insure any equipment installed onsite against theft or damage.
    3. If the Contractor’s materials or tools are stored onsite, the Client is responsible for protecting them. Costs for theft, destruction, or damage will be borne by the Client.
    4. The Client is responsible for:
       (a) storing and updating user instructions provided for any equipment installed;
       (b) securing any required council permits and approvals for installation;Worksite Access and Condition
13. Worksite Access and Condition
    1. The Client must ensure the Contractor has clear and free access to the Worksite. The Contractor is not liable for damage to the Worksite unless caused by negligence.
    2. The Client must be present onsite when reasonably requested by the Contractor.
    3. Worksite Inductions:
       (a) Any induction during work hours will be charged to the Client.
       (b) If the Contractor controls the site, any Client representatives must complete a Health & Safety induction before access is granted.
14. Underground Locations
    1. The Client must identify and clearly mark all underground services (e.g., electricity, sewer, water, gas, telecoms).
    2. The Contractor is not liable for damage to unidentified underground services.
15. Surplus Materials
    1. Unless agreed otherwise:
       (a) only new materials are used;
       (b) demolished materials belong to the Client;
       (c) surplus unused materials remain the property of the Contractor.
16. Compliance with Laws
    1. Both parties must comply with all applicable laws, including WHS laws.
    2. All Works will meet National Construction Code and relevant Australian/New Zealand Standards.
    3. If the Client supplies materials, they accept responsibility for their suitability and compliance. The Contractor may halt works if materials are non-conforming.
    4. The Client is responsible for obtaining all required approvals and licences.
    5. All electrical works will comply with safety regulations and standards.
    6. Unsafe switchboards will be isolated until made safe. Rectification costs are payable by the Client.
    7. Live electrical work will be done safely per legislation. Disconnections may be necessary and charged accordingly.
    8. Unforeseen electrical work may incur additional fees.
    9. The Contractor is responsible for:
       (a) holding the appropriate Master Licence as required under applicable laws;
       (b) ensuring that any subcontractors engaged hold the relevant qualifications and licences.
17. Modern Slavery
    1. The Client agrees to:
       (a) take reasonable steps to identify and prevent modern slavery;
       (b) ensure appropriate training and controls;
       (c) share information if requested; and
       (d) indemnify the Contractor for breaches.
    2. The Contractor may terminate the contract if the Client fails to comply.
18. Title
    
    1. Ownership of materials does not pass until full payment is received.
    2. Non-cash payments are not deemed received until cleared.
    3. Until title passes:
       (a) the Client holds materials as bailee;
       (b) the Contractor may access premises to recover materials;
       (c) insurance proceeds must be paid to the Contractor;
       (d) the Client must not sell, convert, dispose of, or encumber materials without consent.
19. Personal Property Securities Act 2009 (PPSA)
    1. These terms constitute a PPSA security agreement. The Contractor may:
       (a) register financing statements;
       (b) require further documents from the Client;
       (c) claim reimbursement of associated costs;
       (d) contract out of PPSA provisions;
       (e) waive the Client’s rights under specific PPSA sections.
20. Security and Charge
    1. The Client charges all property (present and future) as security for obligations under the Contract.
    2. The Client indemnifies the Contractor for any enforcement costs incurred in protecting its security interests.
    3. The Client appoints the Contractor as its attorney to sign documents necessary to effect this clause, including registering security interests.
21. Defects, Warranties, Returns, and Competition and Consumer Act (CCA)
    1. The Client must inspect goods upon delivery and notify the Contractor of any defects within seven (7) days.
    2. The Contractor is not liable for:
       (a) misuse, fair wear and tear, or unauthorised alterations;
       (b) defects in Client-supplied goods or materials;
       (c) defects identified outside the specified inspection period.
    3. Statutory rights under the Competition and Consumer Act 2010 (CCA) are preserved.
    4. The Contractor may charge handling fees for non-defective returns, subject to acceptance.
    5. The Contractor will not accept returns unless required by law or as agreed.
    6. Any warranty claims must be made in writing and accompanied by proof of purchase.
    7. The Contractor’s liability for defective Works is limited to:
       (a) re-performance of the Works;
       (b) replacement of defective goods; or
       (c) refund of the Price paid, at the Contractor’s discretion.
    8. The Contractor provides warranties on goods and guarantees on items supplied by the Contractor or its suppliers/subcontractors, subject to the following:
       (a) Warranty and guarantee terms will be as specified by the manufacturer or supplier.
       (b) The Client must comply with any warranty conditions to maintain coverage.
       (c) No warranties or guarantees are provided for goods supplied by the Client.
22. Intellectual Property
    1. The Contractor retains ownership of all intellectual property rights in designs, plans, drawings, and documentation created in connection with the Works.
    2. The Client warrants that warrants that any maps, strategic planning, or placement instructions provided to the Contractor do not infringe third-party intellectual property rights.
    3. The Contractor may use completed Works for marketing, awards, or promotional purposes unless the Client requests otherwise in writing.
23. Default and Consequences
    1. Overdue invoices accrue interest at a rate of 2.5% per month, calculated daily.
    2. The Client indemnifies the Contractor for all costs associated with recovering overdue payments, including legal fees.
    3. If a payment is reversed or dishonoured, the Client must immediately make full payment plus any associated fees.
    4. The Contractor may suspend or terminate any further Works if:
       (a) payments are overdue;
       (b) the Client exceeds agreed credit limits;
       (c) the Client becomes insolvent or bankrupt;
       (d) an administrator, receiver, or liquidator is appointed.
24. Cancellation
    1. The Contractor may cancel the Contract immediately if:
       (a) the Client breaches any term of this Contract;
       (b) the Client becomes insolvent, bankrupt, or subject to external administration.
    2. The Client may cancel the Contract with 30 days’ written notice, provided all outstanding payments are settled.
    3. If the Contract is cancelled for the Client’s breach, the Client is liable for:
       (a) any losses incurred by the Contractor;
       (b) the full cost of custom or special-order items;
       (c) forfeiture of any deposits paid.
    4. The Contractor may cancel any special orders without penalty if supply is unavailable.
    5. For subscription-based services:
       (a) Invoices are payable one (1) month in advance.
       (b) Services will be suspended if payment is overdue by 30 days.
       (c) Any suspended service will only resume once outstanding payments are settled.
       (d) The Client is responsible for maintaining a valid payment method to ensure uninterrupted service.
25. Privacy Policy
    1. The Contractor is committed to handling personal information in accordance with the Privacy Act 1988 (Cth) and any applicable Australian Privacy Principles (APPs).
    2. Personal information may be collected for the following purposes:
       (a) assessing credit-worthiness;
       (b) facilitating payment and delivery of Works;
       (c) marketing the Contractor’s services (with Client consent).
    3. The Client consents to the Contractor obtaining credit information from credit reporting bodies for credit assessment.
    4. The Client may request access to, correction, or deletion of personal information held by the Contractor.
    5. The Contractor will not disclose personal information to third parties without consent, except as required by law.
    6. The Client may opt-out of marketing communications at any time.
    7. Complaints regarding privacy practices may be directed to the Contractor in writing.
    8. The Contractor may store Client information electronically, using secure servers and data encryption where appropriate.
26. Building and Construction Industry Security of Payments Act 1999 (NSW)
    1. The Contractor may utilise the Building and Construction Industry Security of Payments Act 1999 (NSW) to recover unpaid amounts due under this Contract.
    2. Nothing in this Contract will be interpreted as contracting out of the Act unless permitted by law.
27. Service of Notices
    1. Notices required under this Contract may be served by:
       (a) personal delivery;
       (b) registered post to the last known address;
       (c) fax or email to the last known contact details.
    2. Notices sent by post are deemed received three (3) business days after posting.
    3. Notices sent by email are deemed received when sent, provided no delivery failure notification is received.
28. Trusts
    1. If the Client enters this Contract as a trustee:
       (a) the Client warrants they have the authority to enter this Contract on behalf of the trust;
       (b) the Client is personally liable for all obligations under this Contract, even if acting in a trustee capacity;
       (c) the Client must not alter the trust deed or terminate the trust without notifying the Contractor.
29. General Provisions
    1. Dispute Resolution:
       (a) Disputes must first be submitted to mediation before any court action.
       (b) If mediation is unsuccessful, either party may pursue legal remedies.
    2. No Waiver: Failure by the Contractor to enforce any term is not a waiver of its rights.
    3. Governing Law: This Contract is governed by the laws of the state or territory in which the Works are performed, as specified in the quote or agreement.
    4. Limitation of Liability: The Contractor is not liable for indirect, consequential, or special damages exceeding the Price paid under this Contract.
    5. Assignment:
       (a) The Contractor may assign or subcontract any of its rights or obligations without Client consent.
       (b) The Client may not assign this Contract without the Contractor’s written approval.
    6. Force Majeure: Neither party is liable for delays or non-performance caused by circumstances beyond their reasonable control, including natural disasters, pandemics, strikes, or government orders.
    7. Severability: If any provision of this Contract is held invalid, the remaining provisions continue in full force and effect.
    8. Survival: Any clauses intended to survive termination or expiry, including indemnities and confidentiality, shall continue to apply.
    9. Entire Agreement: This Contract constitutes the entire agreement between the parties and supersedes any prior representations, agreements, or understandings.
    10. Amendment: Any amendments must be in writing and signed by both parties.
    11. Counterparts: This Contract may be executed in counterparts, each of which is deemed an original, and together constitute one agreement.

Schedule – Indemnity and Limitation of Liability

1. General Indemnity
   1. The Client agrees to indemnify, defend, and hold harmless the Contractor, its directors, officers, employees, agents, and subcontractors (collectively, "Indemnified Parties") from and against any and all claims, liabilities, losses, damages, costs, and expenses (including legal fees on a solicitor and client basis) arising out of or in connection with:
      (a) The Client’s use, operation, modification, mismanagement, or misuse of any installed equipment, including but not limited to security cameras, access control systems, alarm systems, and related hardware or software.
      (b) Any breach of applicable laws or regulations by the Client in relation to the use of the installed equipment.
      (c) Any failure by the Client to secure or maintain the necessary permits, licences, or approvals required for the installation and use of the equipment.
      (d) Any claims made by third parties, including but not limited to privacy complaints, as a result of the Client’s operation, storage, or disclosure of footage, access logs, alarm records, or data captured by the installed systems.
      (e) Any unauthorised access, data breach, cybersecurity incident, malware infection, or hacking of the installed systems caused by the Client’s negligence, inadequate security measures, failure to maintain software updates, or misuse of user credentials.
      (f) Any damage or loss resulting from the Client’s failure to follow the Contractor’s instructions or manufacturer’s guidelines regarding the use, maintenance, or management of the installed systems.
      (g) Any third-party access or modification of the installed systems without the Contractor’s authorisation.
2. Limitation of Liability
   1. To the maximum extent permitted by law, the Contractor shall have no liability whatsoever to the Client, whether in contract, tort (including negligence), statute, equity, or otherwise, for any loss, damage, claim, expense, or liability arising out of or in connection with:
      (a) The Client’s use, operation, modification, mismanagement, or misuse of any installed equipment, including security cameras, access control systems, alarm systems, and related hardware or software.
      (b) Any failure, malfunction, or defect in the installed equipment, including but not limited to data loss, unauthorised access, false alarms, or missed alarms.
      (c) Any breach of applicable laws or regulations by the Client in relation to the use of the installed equipment.
      (d) Any claims made by third parties, including but not limited to privacy complaints, as a result of the Client’s operation, storage, or disclosure of footage, access logs, alarm records, or data captured by the installed systems.
      (e) Any unauthorised access, data breach, cybersecurity incident, malware infection, or hacking of the installed systems, regardless of the cause.
      (f) Any indirect, incidental, special, punitive, or consequential losses, including but not limited to loss of profits, revenue, business opportunities, data, or goodwill.
3. Access Control Systems
   1. Client Responsibility for Access Control Systems
      (a) The Client is solely responsible for managing access permissions, user credentials, and access logs associated with any installed access control systems.
      (b) The Contractor is not liable for any unauthorised access, data breaches, or security incidents resulting from:
      - The Client’s failure to properly configure access control permissions.
      - The Client’s failure to maintain secure passwords, access codes, or biometric data.
      - The Client’s failure to disable user access for unauthorised personnel.
      - Any modifications made to the access control system without the Contractor’s approval.
   2. Indemnity – Access Control Systems
      The Client agrees to indemnify the Contractor from any claims, losses, or damages arising from:
      (a) The Client’s failure to comply with access control security protocols.
      (b) Unauthorised access to the Client’s premises due to mismanagement of user permissions.
      (c) The Client’s disclosure of access credentials to unauthorised parties.
4. Alarm Systems
   1. Client Responsibility for Alarm Systems
      (a) The Client is solely responsible for configuring, maintaining, and monitoring the installed alarm systems, including setting alarm codes, user access, and response protocols.
      (b) The Contractor is not liable for:
      - False alarms caused by user error or misconfiguration.
      - Missed alarms due to the Client’s failure to arm the system properly.
      - Failure of the Client to maintain user access records for the alarm system.
      - Any damage or loss resulting from the Client’s failure to respond to alarms or notifications.
   2. Indemnity – Alarm Systems
      The Client agrees to indemnify the Contractor from any claims, losses, or damages arising from:
      (a) False alarms or unauthorised alarm activations caused by the Client.
      (b) Any third-party claims resulting from false alarms or missed alarms.
      (c) The Client’s failure to maintain alarm user access records.
5. Cybersecurity Protection
   1. Client Responsibility for Cybersecurity
      (a) The Client acknowledges that any network, software, or system connected to the installed equipment is their sole responsibility.
      (b) The Contractor is not liable for any cybersecurity incidents, data breaches, or malware infections occurring within the Client’s network or connected devices, including those affecting access control or alarm systems.
      (c) The Client is responsible for implementing and maintaining appropriate cybersecurity measures, including but not limited to:
      - Regularly changing passwords, access codes, or biometric data.
      - Restricting user access to authorised personnel.
      - Implementing firewalls, antivirus, and intrusion detection systems
      - Monitoring network activity for suspicious behaviour.
6. Data Storage and Privacy Compliance
   1. The Client is solely responsible for ensuring compliance with the Privacy Act 1988 (Cth) and any applicable state or territory privacy laws regarding the storage, management, and disclosure of footage, access logs, and alarm data.
   2. The Client must ensure that all individuals recorded by installed security cameras are properly notified in compliance with privacy laws.
   3. The Contractor is not liable for any privacy breaches resulting from the Client’s use, disclosure, or storage of recorded data.
7. Equipment Testing and Handover
   1. Upon completion of installation, the Contractor will conduct standard testing of the installed equipment to ensure that it is functioning correctly.
   2. The Contractor will provide the Client with a demonstration of the equipment’s operation and any relevant user instructions.
   3. The Client acknowledges that it has received adequate training or instructions on the proper use of the installed equipment and that any subsequent misuse or mismanagement is the Client’s responsibility.
8. No Warranty on End-User Management
   1. The Contractor does not warrant the effectiveness of the equipment in achieving any specific security outcomes for the Client.
   2. The Contractor is not liable for any loss or damage resulting from the Client’s failure to use the equipment in accordance with applicable laws, manufacturer instructions, or Contractor guidance.
   3. The Contractor does not warrant that the installed equipment is immune to unauthorised access, hacking, or malware unless such incidents are directly caused by the Contractor’s neg