Terms

1. DEFINITIONS
In this agreement the following terms shall have the following meanings unless the context otherwise requires.
"Business Hours" means the period between 8am and 5pm on a working day. "Working Day" means any day except Saturday, Sunday, a public holiday or the provincial anniversary day as observed in the region where the site is situated. "PDC" means the Patrol Dispatch Centre.
"Site means the monitored site address contained in this agreement.
"Monitoring Services" means the service selected in the schedule to this agreement, and described in Section 3 of these terms.
"Security System" means your security equipment installed on the Site.
"Shared Service"means the Mobile Patrol Service is a service undertaken by a Mobile Patrol Officer who is required to provide Patrol services to a number of clients. "Other Company" means the other patrol response company nominated by you
in your instructions.
"Static guard" means a Sterling Security assigned guard stationed exclusively at the Site for the agreed period.
"We or Us" means Sterling Security Limited exclusively at the site for the agreed
period.
"We or us" means Sterling Security Limited, its agents, contractors or assigns. "You" means you, our customer.
"Emergency Contact" means the person(s) nominated by you in your instructions. "Your Instructions" means the Instructions contained in the Schedule to this agreement detailing the response procedures.

2. VALIDITY
2.1 This Agreement is valid for acceptance by the customer for a period of 30 days from the Quotation Date. After such period the offer is deemed to be withdrawn by Sterling Security and Sterling Security is under no obligation to accept any instructions from the customer.

3. SERVICES
We shall provide those services selected in the Schedule to this agreement as follows:
3.1 Our Monitoring services are the provision of alarm monitoring and when selected by you in the schedule to this agreement, Sterling Security Assigned Patrol Response Services.
3.2 Monitoring Services can not commence until a monitoring connection has been established and verified from the Site and all sections of the agreement have been completed and accepted.
3.3 If your instructions are for us to dispatch a Sterling Security Assigned Response Services mobile patrol to the Site after receipt of an actionable alarm then we will dispatch a mobile patrol to attend the Site as soon as possible to determine as far as its practicable whether the Site is secure. If you have provided us with keys to the Site, then we will endeavour to enter the Site to ascertain as far as is practical whether it is secure. If you have not provided us with keys to the Site then we will observe whether the Site appears to be secure by means of external visual check at street level of accessible areas immediately adjacent to the area in which it is believed the alarm has been activated.
3.4 If your instructions are for us to advise "Other company" then we shall make reasonable efforts to advise the "Other Company" of the actionable alarm in accordance with the response services selected.
3.5 If you have requested an Emergency Contact callout we will make reasonable endeavours to locate your Emergency Contact to attend the Site.
3.6 If the Site appears to have been rendered insecure and we have not been requested by you to make an Emergency Contact callout or if your callout is not contactable, then you authorise us at your cost to take whatever action we in our sole opinion, consider necessary to secure the Site including (but not limited to) engaging tradesmen such as locksmiths glaziers and carpenters, to carry out repairs to the Site or if we consider such tradesmen unavailable or inappropriate, stationing a static guard at the Site until the commencement of the next working day. You will pay us for all costs incurred in securing your Site including subcontractors and static guards together with all materials utilised by such contractors within seven (7) days of presentation of invoice by either us or by the subcontractor concerned.
3.7 If we have keys to the Site and all codes for the Security System, the mobile
patrol will endeavour to reset the Security System.
3.8 If an intruder alarm signal is followed by an open or cancel signal prior to the initiation of response services for the alarm activation, response services will be cancelled.

4. DURATION AND CANCELLATION
4.1 Your Monitoring Services will be for a minimum term of 12 months.
4.2 You may cancel your Services during the term of this agreement
by making payment to us for the full unexpired portion of the agreement and payment of any arrears.
4.3 You may cancel your Services from the expiry of your 12 month term by giving one calendar months prior notice in writing.
4.4 At the expiry of your initial 12 month term if Sterling Security has not received written prior notice of cancellation, this agreement for the provision of Services will be deemed to be renewed for a further period of
12 calendar months. In the absence of one calendar month written notice prior to the expiry of each extended 12 month term, this agreement will continue to be deemed to be renewed on expiry for successive periods of 12 calendar months.
4.5 You Acknowledge that on cancelling your monitoring Service you will need
to have the Security System disconnected from the telephone line within 7 days of cancellation at your cost.
4.6 We may cancel or suspend your Monitoring System where you fail to
complete and return any necessary documentation or where you allow your Security System to operate or be operated in a way which causes false alarms. In this situation we will endeavour to advise you in writing 14 days before we cancel or suspend your service to allow you time to remedy the problem. We will reinstate the Monitoring System once you have notified us that the fault has been remedied.
4.7 If at anytime we are unable to procure or retain the rights necessary for the transmission of signals between our monitoring station and your Site the Monitoring Service may be cancelled.

5. OUR RESPONSIBILITIES TO YOU:
5.1 All reasonable efforts will be made to ensure that the Security Services we have agreed to provide are delivered to you as agreed. Where we are unable to achieve this we will make reasonable efforts to inform you.
5.2 Where a contact callout is required to be contacted via cellular phone(s) an additional monthly charge may apply. The Charge will be confirmed with you when your response details are considered.
5.3 Where partitionable areas are required to be monitored in commercial sites an additional monthly charge may apply. The charge will be confirmed with you either at the time of your enquiry or by providing you with notice in writing, confirming the charges that will be applicable.
5.4 You acknowledge and understand that where "Pet Friendly" detectors are installed, the manufacturer specifies certain limits in respect to the number and size of any animals. Where these limits are exceeded or the animals are able to get within 1.8 metres of the detector, an alarm activation is likely to occur.

6. YOUR RESPONSIBILITIES TO US:
You agree to:
6.1 Provide and maintain an appropriate source of electricity as well as a fully operational telephone line at the Site, at your cost. A fully operational telephone line means a telephone line without any interference or interruption which may impede monitoring signal traffic.
6.2 Not cause false activations through misuse by any person operating your system, or allow animals or other persons to activate the system while it is armed.
6.3 Inform us of changes to your address, contact names, telephone numbers patrol and service companies in writing or by fax as soon as they occur.
6.4 Notify us (as soon as possible) prior to any change to the Site Address and you further agree to arrange and pay all costs associated with the relocation and installation of your alarm system to the new Site, re connection of your monitoring and response equipment and reconnection to a suitable network, power supply and telephone line.
6.5 Obtain consent from the owner of the Site where Services are
required in sites not owned by you. You agree that we will be indemnified against any claims which the owner of the Site may make with regard to the provision of the Services.
6.6 Return all equipment owned by us, or provide reasonable access so that we may recover all equipment, in the event your Services are cancelled.
6.7 Make all payments due to us when they are due.
6.8 Take care of all security equipment installed and advise us as soon as you aware of any component being damaged, not working correctly or stolen.
6.9 Ensure our personnel and agents have full and safe access to the site at all times for the purpose of providing the services or repairing or replacing Security equipment if installed.
6.10 Not tamper with or move any component of the Security System without prior agreement from us.
6.11 Provide at your cost keys to the Site, delivered to us, to enable us to carry out alarm response where keys holding has been selected in the Schedule.

6.12 Immediately notify us if at any time the configuration of the site security system changes 6.7 from that applying at the date of this agreement. The Monitoring Services selected and accepted in this agreement will relate directly to the site security system configured at the time of connection.
6.13 Make sure all information you give us is correct and complete.
6.14 Follow the instructions we provide about using our services and only use them for lawful purposes.
6.15 Use our services without annoying anyone and without interfering with anyone else's use of our services.
6.16 Pay for dispatched patrols, when they are dispatched by us, even when subsequent to dispatch you cancel the dispatch.

7. PRICE AND PAYMENT FOR YOUR SERVICES
7.1 The current monthly GST exclusive price for the provisions of
Services is detailed in the Schedule. We may on one month’s written notice increase the monthly price for Services, but such increases will be
limited to increase in consumer price index (all groups)
7 .2 You agree to pay all charges in advance for the Services provided
to you according to the agreed method, term and dates. Payment for response service to an alarm activation will be made in accordance with the terms contained in the account sent to you for such services. Where automatic bank authority forms have not been completed and returned to us you will need to complete and return the bank authority to us within 14 days otherwise the service will be suspended until its received.
7.3 In the event that payment is not received you acknowledge and agree that we may suspend or cancel the Services and any other security service
we provide.
7.4 You may be liable for any costs we incur enforcing these terms.

8.OUR LIABILITY TO YOU
8.1 Sterling Security will indemnify the Customer against all direct loss, cost, liability, damage, or expense incurred by the Customer as a result of any negligence or wrongful act or omission of Sterling Security (its employees, contractors or agents).
8.2 This indemnity shall not extend to cover any loss, cost, liability, damage or expense which is attributed to or caused by the acts or omissions of the Customer, its officers, employees. contractors, agents or by any third party.
8.3 Notwithstanding anything else in this agreement, Sterling security shall not be liable for:
(i) any indirect, consequential, special or economic loss, cost, liability, damage, or expense howsoever arising; or
(ii) any loss of profit, loss of use, loss of income, loss of rental or other benefit, loss of production, loss of actual or potential business opportunity or loss to reputation.
8.4 Notwithstanding anything else in this agreement, Sterling Security's liability under this agreement shall not exceed:
(i) $2,000 in respect of any one incident of loss or series of related incidents
(ii) $6000 in aggregate in respect of incidence of loss occurring in any 12 month period.
8.5 The warranties contained in the Consumer Guarantees Act 1993 will not apply to our services or goods provided under the agreement when they are acquired for business purpose.

9. EXCLUSION OF ALL OTHER LIABILITY BY US TO YOU
9.1 We have set out your rights to claim compensation from us. We now exclude all other liability we may have to you. This exclusion also applies for the benefit of these people:
9. I. I every Sterling Security company;
9.1.2 any agents or subcontractors, employees and everyone else those people are responsible for;
9.1.3 anyone else we get to perform our responsibilities under any agreement you have with us. None of us is liable to you or has to pay you for anything else caused by or resulting from any thing, any of us does or does not do, or delays in doing, whether or not it is contemplated or authorised by the agreement you have with us.
9.2 This exclusion applies whatever you are claiming for and however liability arises or might arise if it were not for this cause.
9.3 This exclusion (unless the services or goods are provided or acquired for business purpose) does not limit any rights you may have under the Consumer Guarantees Act 1993.

10. LIMITATION OF OUR LIABILITY
10.1 We have set out your rights to claim compensation from us and excluded all other liability we or any of the people listed in the clause above may have to you. If any of us is ever liable to you and, for any reason, any of us cannot rely on the exclusion of liability set out in the clause above then this clause applies.
I 0.2 Where this clause applies, the maximum combined amount of all of us (together) will have to pay you and anyone else who uses the services we provide to you (together) is:
I 0.2.1 $2000 for any event or any series of related events;
10.2.2 a total of$6000 in any 12 month period.
10.3 This limitation does not limit (unless the goods or services are provided or acquired for business purposes) any rights you may have under the Consumer Guarantees Act 1993.

11. CREDIT CHECK
Sterling Security may disclose personal information (eg name and address) the Customer has provided to Sterling Security to credit agencies for the purpose of checking the Customers credit worthiness. The Customer acknowledges that acceptance of this agreement by Sterling Security is subject to Sterling Security in its sole discretion being satisfied with results of any check carried out by a credit agency.

12. PERSONAL INFORMATION
We will need to collect and hold information about you, as this may be required for credit enquiries and/or the provision of Services. You agree that we may
record all telephone conversations relating to your Services. Information will be collected form you and others to enable us to provide you with
Services and/or products as well as keep you informed about existing and new services from us and others who we believe may offer products or services to you, which you would be interested in. You agree and acknowledge that we may share this information with other parties involved in providing Services or other
products and/or credit to you. You may have access to this information and ask us to correct anything which is wrong.

13. NOTICES AND CORRESPONDENCE
We will send all notices to you either to the last postal address or fax number you have provided.

14. CHANGES TO OUR TERMS OF BUSINESS
Our Terms may be changed by one month's notice in writing to you from our Managing Director. If any term(s) are held to be invalid for any reason, this will not affect the validity of the remaining terms.

15. INDEMNITY
You indemnify us against any loss, damage, cost or expense suffered by us as a result of any failure by you to perform your obligations under this agreement.

16. ASSIGNMENT
You will not assign your rights or transfer your obligations under this agreement without prior written consent. We may transfer or assign all or part of our rights or obligations without your consent. We may subcontract the performance of all or any pan of this agreement.

17. WAIVER
17. I No right under this agreement shall be deemed to be waived except by notice in writing signed by both of us.
17.2 A waiver by us will not prejudice our rights in respect of any subsequent breach of this agreement by you.
17.3 Any failure by us to enforce any clause of this agreement or any forbearance, delay or indulgence granted by us to you, will not be construed as a waiver of our rights under this agreement.

18. ENTIRE AGREEMENT
This agreement constitutes the entire agreement between you and us for the provision of the Services. Any prior arrangements, agreements, presentations or undertaking are superseded. No modification or alteration of any clause of this agreement will be valid except in writing signed by both of us.

19. SEVERABILITY
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 provisions which shall be deemed deleted.

20. FORCE MAJEURE
20.1 A pany ("Affected Party") is not liable for any future to perform an obligation (other than to pay money) under this agreement caused by any of the following events ("Event")
(I) war, riot insurrection, vandalism, sabotage, national emergency (whether in fact or law), piracy, hijack, or act of terrorism including the use or threatened use of violence or act putting the public or any section of it in fear, for political purposes or for furthering an idealogical aim;
(2) Strike, lockout, ban, limitation of work or other industrial disturbance;
(3) any other occurrence outside the control of
20.2 The Affected Party must notify the other party as soon as practical of any anticipated delay or failure caused by an Event.
20.3 The performance of the Affected Pany's obligations under this agreement is suspended for the period during which the Affected Pany is reasonably prevented from performing an obligation which is caused by the Event ("Delay") and the Affected Party is not liable for any loss or damage whatsoever suffered by the other pal1y during suspension

21. TERMINATION
Without limiting the generality of any other clause in this agreement, we may terminate this agreement immediately by notice in writing if:
21. I Any payment due from you to us pursuant to this agreement remains unpaid for a period of seven (7) days from invoice date.
21.2 You breach any other clause of this agreement and such breach is not remedied within thirty (30) days of written notice by us;
21.3 If any action of the customer prevents Sterling Security from providing the Services for a period exceeding 30 days:
21.4 Either party may terminate this agreement immediately on notice in writing to the other if:
21.4.1 the other party goes into liquidation or a receiver or a statutory manager is appointed in respect of the other party or the other party makes any assignment to, or enters into an arrangement for the benefit
21.4.2 the other party being a partnership goes into liquidation or a receiver or statutory manager is appointed in respect of the other party or the other party makes any assignment to, or enters into an arrangement for the benefit of its creditors;
21.5 If notice of termination is given to you we may, in addition to terminating this agreement:
21.5.1 retains any monies paid;
21.5.2 charge a reasonable sum for work performed in respect of which work no sum has been previously charged;
21.5.3 be regarded as discharged from any further obligation under this agreement.
21.5.4 pursue any additional or alternative remedies provided by law;
21.5.5 charge you for the service fees that would have been payable by you to the end of the term of this agreement.

22. YOU ACKNOWLEDGE
22.1 That the services provided under this agreement may not prevent the Site being rendered insecure, accordingly you accept you that loss or damage to property and death or injury to persons may occur even though we have made reasonable endeavours to satisfy the obligations under this agreement.
22.2 We shall not be required to supply performance records, history or other reports to anyone other than you.
22.3 That Sterling Security Assigned Patrol Response Service is a shared service.
23. INSURANCE
23. 1 The Company shall arrange insurance cover in respect of services conducted by the Company pursuant to this Agreement, such cover to be arranged to such conditions as the company detem1ines.
23.2 Except as expressly provided in paragraph (a), the Company is under no obligation to arrange insurance on behalf of the Customer.
23.3 The Company agrees to hold a minimum public liability insurance policy covering $10 Million Dollars Public liability cover.

24. REVIEW OF FEES
The parties acknowledge that the Service Provider's costs of providing the Services are primarily made up of labour costs and will be directly affected by increases in the minimum wage or other Government enactments or other factors which cause labour costs to increase. Accordingly, the Service Provider may, by prior written notice to the Customer, increase the Fees with effect from such date as the Service Provider nominates in any year of the ten by a percentage which is the greater of:
1. the percentage increase in the minimum wage enacted by the New Zealand Government that year; and
All fees payable by the Customer hereunder may, on account of any variation in the costs of materials, transport, or other costs, be varied by the Company by giving notice in writing to the Customer at any time during the term of Agreement. The notice shall state the date from which the new fee or fees shall be effective.