Terms

1. DEFINITIONS
Sterling Security Systems Limited agrees to provide, and the Customer agrees to purchase, the Services, on the terms and conditions set out in this Agreement. The Customer has read and understood and accepts this Agreement and agrees that the information and details set out in this Agreement and any appendices or attachments are correct.
In this agreement the following terms shall have the following meanings unless the context otherwise requires.
“Ad Hoc Guard Services” means as needed, on demand, casual, short term or unscheduled Static Guard Services.
“Alarm Response Services” means attendance of a Guard at Customer Premises to investigate security of the Premises following activation of a security alarm and notification of the alarm to Sterling Security by the Customer or a third-party monitoring service or technology.
“Casual Guard Services” has the same meaning as Ad Hoc Guard Services defined above.
“Casual Patrol” means supply of Mobile Patrol Services on an as needed, short term or otherwise non-permanent basis.
"Emergency Guard Services” means Ad Hoc Guard Services requested by the Customer with less than 12 hours’ notice.
“GST” means goods and services tax chargeable, or to which a person may be liable, under the Goods and Services Tax Act 1985, or any replacement thereof.
“Mobile Patrol Services” means services where a Guard attends and patrols or inspects Premises or carries out other services at Premises for brief periods of time (that do not constitute Static Guard attendances) on a regular or repeat basis.
“Premises” means the premises, buildings, sites or locations at which the Services are provided as specified in this Agreement, and as may be varied from time to time in accordance with this Agreement. Premises also includes Premises owned or occupied by a Customer Related Party if the Services pursuant to this Agreement are also provided to Customer Related Parties.
“Scheduled and Regular Services” means all Services specified in this Agreement (or any variation thereto) to be provided on a regular, repeat, scheduled, rostered or ongoing basis.
“Services” means the security guard services as described in this Agreement and if applicable any appendixes, and as may be varied from time to time in accordance with this Agreement.
"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
3.1 Sterling Security shall provide you with the Services, and any other services you may request and which we agree in writing to provide, on the terms set out in this Agreement. Unless otherwise set out in this Agreement, we shall determine, in our sole discretion, the manner and means by which the Services are performed.
3.2 Sterling Security agrees to supply the Services at the Premises in a lawful and justified manner, exercising due care and skill reasonably appropriate in all the circumstances. While an objective of the Services is to prevent or discourage harm or loss to property or to persons, Sterling Security does not undertake or warrant that provision of the Services will prevent all or any breach of security or damage or loss to property or persons.
3.3 Customer Policies and Procedures: Sterling Security agrees to comply with reasonable Customer Policies and Procedures that have been agreed to by Sterling Security and are annexed to this Agreement; or that are notified to Sterling Security and are not inconsistent with the terms of this Agreement and do not require Sterling Security to act in a manner that in Sterling Security’s opinion would be unlawful, unreasonable, impact materially on the cost of providing the Services, or could expose Sterling Security or its employees or other persons to unnecessary risk or harm.
(a) Where Sterling Security has agreed in writing to comply with a Customer Policy, and that Customer Policy contains terms that are inconsistent with this Agreement, the terms of this Agreement will take precedence.
(b) Sterling Security may give notice at any time of any objection to any current or intended Customer Policies and Procedures and the parties will discuss and negotiate in good faith to resolve any such objection.
(c) In the event of any situation where, in Sterling Security or a Guard’s reasonable opinion, complying with the Customer Policies and Procedures would conflict with Sterling Security or its Guards’ obligations to act in a lawful, reasonable, appropriate or safe manner; failure to comply with the Customer Policies and Procedures shall not be a breach of Sterling Security’s obligations under this Agreement and Sterling Security shall have no liability to the Customer or any third party for any outcome or consequence.
3.4 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.
3.5 Monitoring Services cannot commence until a monitoring connection has been established and verified from the Site and all sections of the agreement have been completed and accepted.
3.6 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.
3.7 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.
3.8 If you have requested an Emergency Contact callout, we will make reasonable endeavours to locate your Emergency Contact to attend the Site.
3.9 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.
3.10 If we have keys to the Site and all codes for the Security System, the mobile patrol will endeavour to reset the Security System.
3.11 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.
3.12. Mobile Patrol and Alarm Response Services:
(a) Where the Services include Mobile Patrol Services, unless specifically provided for in this Agreement, or agreed to by Sterling Security in writing; the number, frequency or timing of Mobile Patrol attendances at the Premises shall be random as decided by Sterling Security in its reasonable discretion.
(b) The initial Charge for an Alarm Response or Patrol attendance applies for initial attendance by the responding Guard/s for the period 30 minutes onsite (or part thereof), then for each subsequent period (or part thereof) of attendance.
(c) Sterling Security shall use its reasonable endeavours to provide alarm response attendances within the current NZ Standard 4421 (Guard and Patrol Security Services) timeframes but does not warrant that this is possible in all circumstances and has no liability to the Customer or any third party if the standard is not achieved on any occasion due to any circumstances outside Sterling Security’s reasonable control. Measurement of response time starts once the Monitoring Service supplier has provided accurate and complete information to Sterling Security, identifying the exact location of the alarm, and the nature of any actual or potential threat or hazard.
(d) A minimum notice period of 24 hours must be provided for all Casual Patrol Services orders if a specific time is requested by the Customer.
(e) Sterling Security is entitled to charge the full cost of an Alarm Response call out once an order has been placed by the Customer.
(f) The Customer irrevocably authorises Sterling Security to attend Alarm Response call outs to the Premises and comply with follow-up instructions made by the alarm monitoring supplier/s named on this Agreement as the Customer’s authorised agent. The Customer must notify Sterling Security in writing of any change to its alarm monitoring supplier.
3.13. Ad Hoc Services:
(a) Sterling Security does not warrant that it will have the capacity to accept all Ad Hoc Service orders. All requests for Ad Hoc Guard Services must be made at least 12 hours before the requested start time and all requests for Casual Patrols must be made at least 24 hours before the requested start time.
(b) The minimum shift period for Emergency Guard Services and Static Guard Ad Hoc work at any one Premises is an three-hour unbroken period; and if less, the minimum charge will be based on three hours per Premises;
(c) Where orders are accepted under this section Sterling Security does not warrant arrival or attendance of a Guard at the requested time if minimum notice has not been given; or due to delay outside Sterling Security’s reasonable control.
(d) No order for ad hoc Services may be cancelled after Sterling Security has accepted the order, unless notice of the cancellation is communicated to, and receipt confirmed by Sterling Security:
(i) In the case of Emergency Guard Services, at least 8 hours prior to the intended start time;
(ii) in the case of Ad Hoc Guard Services and Casual Patrols, at least 24 hours prior to the intended start time.
(e) If notice of the cancellation is not received by Sterling Security within the required period set out in clause 3.13(d), the Customer shall be charged for the scheduled shift notwithstanding that the Services are no longer required or not delivered in part or full.

3.14 2.9. Work Orders and Callouts:
(a) The Customer agrees to follow Sterling Security's processes and use any forms, communication systems or technology required by Sterling Security for all callouts and orders. The Customer must ensure its own systems and technology, and those of their alarm monitoring supplier/s, integrate or communicate with Sterling Securities requirements at the Customer’s cost.
(b) The Customer is responsible for ensuring all relevant and up to date information and operational means of access such as keys or codes are provided to Sterling Security relating to all Premises and the Services to enable Sterling Security to attend and deliver the Services as ordered.
(c) Sterling Security may accept requests and work orders from any person representing the Customer or from the owners or occupiers of Premises, and may deem that person authorised to order or vary the Services, unless the Customer has notified Sterling Security in writing that only specific named persons (or holders of specific positions) are authorised to order the Services for all or any Premises.
4. DURATION AND CANCELLATION
4.1 Services being provided in this Agreement 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 term by giving one calendar months prior notice in writing.
4.4 At the expiry of your initial 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 upon cancellation of your Alarm Monitoring Service, you are responsible for having the Security System deprogrammed by Sterling Security, to ensure that all signals cease communication with Sterling Security monitoring station within 7 days of cancellation, at your own expense.
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 at your expense.
4.7 If at any time 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 by Sterling Security.

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 meters of the detector, an alarm activation is likely to occur.
5.5 In the event that Sterling Security fails to fulfil its contractual duties, the client reserves the right to terminate this agreement. Prior to termination, all involved parties agree to make diligent efforts to address and rectify any concerns or issues. Only after exhaustive attempts to resolve the matter to the satisfaction of all parties involved, and with documented evidence of such efforts, shall the client be entitled to exercise the termination clause. This provision is designed to ensure a fair and reasonable resolution process before any termination actions are undertaken.
5.6 Variation of Services: The Services that we are obliged to supply are strictly limited to the Services, roles and responsibilities set out in this Agreement. Any change to the type or amount of Services requested by the Customer, a Customer Related Party or any representative of the Customer or tenant of the Premises on a one off or continuing basis shall, if considered by Sterling Security to be outside the scope of Services defined herein, constitute a variation; and Sterling Security may decline to provide the varied work where it is not reasonable to do so, or may reasonably vary the Charges.
6. YOUR RESPONSIBILITIES TO US:
You agree to:
6.1 Provide and maintain an appropriate source of electricity as well as a fully operational monitoring line at the Site, at your cost. A fully operational line means an alarm communicator without any interference or interruption which may impede monitoring signal traffic.
6.2 Not cause false activations through misuse by any person operating your alarm 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 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 communication 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 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.
6.8 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.
6.9 Not tamper with or move any component of the Security System without prior agreement from us.
6.10 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.
6.11 Immediately notify us if at any time the configuration of the site security system changes
6.12 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.
7.2 The Customer agrees to pay the Charges in cleared funds on the due dates without set off, deduction or withholding of any kind when due, throughout the Term. The Charges for providing the Services are calculated as follows:
(a) For Static Guard Services, based on actual hours of static guarding provided to you for the relevant service period, including the rate for statutory public holidays if they occur during that service period;
(b) Where the Charges include provision for a reoccurring fee (e.g. a monthly mobile patrol fee), you shall be charged the applicable fee each time such fee is incurred during the relevant period;
(c ) Unless otherwise expressly stated, the Charges exclude GST which shall be added to all amounts payable under this Agreement.
(d) If the Customer has any query or dispute over the amount or other details of the Charges invoiced it must be notified to Sterling Security within 5 Business Days of date of invoice, and unless agreed by Sterling Security the full invoice amount must be paid by the due date, pending resolution of the issue or dispute. If following resolution of any dispute or issue over invoice amount it is found or agreed that the Customer was overcharged, Sterling Security shall promptly credit or refund the overcharged amount
( e ) Withholding Services: You agree that we may withhold the further supply of all or any Services without liability to any person in the event that you default on your obligations under this Clause 7.2
7 .3 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.
7.4 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.
7.5 Variation of Charges:
(a) Wash Up: Where the Customer is invoiced in any period for fixed Charges or scheduled Services, and the number of hours or value of Services supplied during that period is greater for any reason from the Charges invoiced; or a refund or credit is due pursuant to this Agreement; Sterling Security may credit or debit the Customer’s account in any subsequent period; or at its option refund the Customer any overcharged amount; or request immediate payment of any undercharged amount.
(b) Annual Review: The Charges may be increased by us in our discretion annually on or around the anniversary of the Commencement Date in accordance with any percentage increase in:
(i) the Labour Cost Index (Salary and Wage Rates) published by Statistics New Zealand (or any replacement index) over the preceding 12 month period; or
(ii) the Consumer Prices Index (CPI) published by Statistics New Zealand (or any replacement index) over the preceding 12 month period and
(iii) If any variation is to be made under this subparagraph, we must give you written notice within three month’s of the anniversary date and the varied rate may be backdated to the anniversary date.
(c) Variation of Services: We may vary the Charges at any time by prior notice in writing by an amount that we in our reasonable discretion determine is necessary as a result of any temporary or ongoing variation of the Services from the Services described herein; including any change of Premises or nature or level of Services. The variation shall take effect upon the date specified in the notice.
(d) Cost Increases Beyond Our Control: We may vary the Charges at any time by prior notice in writing effective from the date we specify where circumstances or factors beyond our reasonable control affect the cost to us of providing the Services, including, but not limited to:
(i) Increased wages and employment costs pursuant to increases in the Minimum Wage Rates or collective bargaining agreement pay rates, Living Wage Rates (where applicable), fair pay agreements, or amendments to Holidays or other employment legislation; including the effect such increases have on wages for all our Employees, Subcontractors and suppliers, regardless of whether such Employees are Guards or are on the Minimum Wage Rates or not;
(ii) The impact of other legislative, regulatory, compliance or industry requirement or change or a Force Majeure Event (of the nature described in this Agreement) that affect our costs of supplying the Services;
(e) The Charges shall be varied directly according to the percentage increase in wage rate or employment cost. For example, if the minimum wage increases by 5%, the Charges shall be increased by 5%.
7.6 Extended Attendance Charges:
(i) If a Guard is required to attend or remain at any Premises for any length of time outside a rostered or normal attendance period at your request or in accordance with your policies or procedures or in response to an incident; you shall be charged for those extended Services at the Ad Hoc rate.
(ii) In the event of any damage or other security breach being discovered at the Premises by a Guard during any attendance, Sterling Security shall make reasonable attempts to contact the Customer or the Customer’s agent or monitoring company for instructions. In the absence of being able to obtain instructions, we are authorised, but not obliged to take reasonable steps and incur reasonable costs to protect or reinstate the security of the Premises if practicable and safe. All such costs incurred by or on behalf of Sterling Security in remedying any damage or keeping or placing a Guard/s on site; shall be paid in full by the Customer to Sterling Security as part of the Charges.
(h) Extended Training Charges: If a Guard is required to attend or undertake additional training at your request in addition to the training requirements set out in this Agreement, the costs of such training (including the guard’s time of attending and completing the training), shall be at your expense.
7.7 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 email address you have provided.
14. CHANGES TO OUR TERMS OF BUSINESS
Our Terms may be changed by one month's notice 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 ideological 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 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
21.5 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;
21.6 If notice of termination is given to you we may, in addition to terminating this agreement:
21.7.1 retains any monies paid;
21.7.2 charge a reasonable sum for work performed in respect of which work no sum has been previously charged;
21.7.3 be regarded as discharged from any further obligation under this agreement.
21.7.4 pursue any additional or alternative remedies provided by law;
21.7.5 charge you for the service fees that would have been payable by you to the end of the term of this agreement.
21.8 Consequences of Termination: The termination or expiry of this Agreement for any reason shall be without prejudice to any rights, remedies or obligations accrued under this Agreement prior to termination or expiration and nothing in this Agreement shall prejudice our right to recover any amount outstanding at such termination or expiry. On expiry or termination of this Agreement for whatever reason:
(a) All monies owed by you to us will be due and payable immediately whether or not the due date for payment has arrived;
(b)Each party will promptly return to the other all Confidential Information and any other documents, materials and other items belonging to the other party and in its possession or under its control at the time of termination; and destroy or delete any copies of information or material that cannot be returned;
(c) The parties will work together in good faith to prevent any harm or loss to the reputation of either party and Sterling Security shall provide reasonable time and resources at the Customer’s cost to assist with handover to any new supplier of the Services;
(d) Such termination or expiry will not affect those provisions of this Agreement which are intended to continue after termination.
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.
22.4 The person signing this Agreement is deemed by Sterling Security to have full authority to enter this Agreement on behalf of the Customer. If the Customer has not authorised the signatory to enter this Agreement, Sterling Security may treat the signatory as personally liable for all Charges and other Customer obligations under this Agreement. Where the named Customer is not the legal owner or occupier of the Premise, the Customer warrants that it is authorised by the legal owner or occupier to enter into this Agreement and to authorise Sterling Security to deliver the Services at the Premises.
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. EMPLOYEES AND SUBCONTRACTORS
24.1.In order for Sterling Security to provide an uninterrupted supply of suitable Guards to provide the Services, we may at our discretion use Subcontractors approved by us, to provide the Services at any time during the Term.
24.2. Sterling Security undertakes to take all reasonable steps to ensure that all Guards are suitably trained, experienced, qualified, supervised, and hold a current COA at all times when they provide the Services to you, and that they are aware of and comply with their lawful obligations; and any Customer Policies and Procedures agreed to by us.
24.3.Sterling Security shall have no liability to you or any other person for any act or omission of a Guard or any other Employee or Subcontractor that occurs without our authorisation, or that is outside the scope of their authority, rights and duties, or that could not have been reasonably foreseen and prevented by us.
24.4. Non-Solicitation:
(a) You covenant that you will not, during the term of this Agreement, or at any time during the period of 12 months after its expiry or termination for any reason, whether on your own account or for any other person engage or employ in any capacity; or solicit or entice, or endeavour to solicit or entice, away from us for any reason, any of our then current Employees or Subcontractors (or employee or contractor of a Subcontractor) that had worked for or was known to the Customer in connection with this Agreement.
(b) The Customer acknowledges and agrees the restrictions in above sub-clause are reasonable and necessary and have been given to protect and maintain Sterling Security proprietary interests and to protect our investment in training, recruiting and developing staff and:
(i) Sterling Security would not have entered into this Agreement unless the restrictive covenants were included; and
(ii) Without prejudice to any other right or remedy Sterling Security may have, the Customer shall pay Sterling Security on demand the greater of 12% of the annual wage or $5,000 for each person directly or indirectly engaged or employed by the Customer, in breach of clause 24.4.
(c) This Clause 24.4 will continue to have effect notwithstanding the termination or expiration of this Agreement.