TERMS AND CONDITIONS OF SERVICE
Services provided to you (“the Customer”) from Guardcorp Security Pty Limited ABN. 99 092 931 505 (“Guardcorp”) are provided on the basis of these
Terms and Conditions of Service (“Agreement”). By placing an Order with Guardcorp, you agree that this Agreement applies to the provision of such
services. Unless an authorised person of Guardcorp gives an acknowledgement by notice in writing, no variation of the provisions of this Agreement is
permitted. A binding contract is formed between you and Guardcorp upon this Agreement or Guardcorp’s Monitoring Agreement (“Order”) being signed by
both parties. The terms and conditions described in this Agreement shall apply to the exclusion of any other terms and conditions whatsoever.
1.1 The prices to be paid under this Agreement are as detailed in the Order. In the event that the price of any service is omitted, you shall pay
Guardcorp’s standard price for the relevant Service current at the time of performance of the Services.
1.2 In the event prices are stated to include duties and taxes, these have been calculated on rates applicable at the time of quotation. Prices shall be
adjusted to take into account the amount of duties and taxes actually paid or payable.
1.3 Any tax, impost, duty or other levies are to be borne by you. If any such sums are required by law to be withheld, collected or paid, Guardcorp will be
entitled to add those amounts to the price. GST is not included in the price and will be added.
1.4 Any charges not expressly included in the price are payable by you.
1.5 Guardcorp reserves the right to raise invoices to be paid for progress claims. Progress claim invoices for Services may be raised by Guardcorp in
accordance with the payment schedule referred to in an Order or, in the absence of any such payment schedule, progress claims may be made by Guardcorp at
1.6 Any quotations given by Guardcorp are subject to written confirmation given by Guardcorp.
2.1 You shall pay the full price of the Services at the time of Order unless otherwise provided in an Order or specifically agreed in writing by Guardcorp.
2.2 Payment shall be made within fourteen (14) days of delivery of an invoice by Guardcorp by:
(a) cheque, electronic funds transfer, direct deposit, cash funds; or
(b) an irrevocable letter of credit issued or confirmed by a bank on terms and conditions acceptable to Guardcorp.
2.3 All prices are in Australian dollars.
2.4 All moneys owing to Guardcorp pursuant to an invoice which remains unpaid for thirty (30) days after the date such moneys become due for payment shall
bear interest as and from the date upon which payment is due at the prevailing Commonwealth Bank overdraft rate applicable to unsecured monies in the
amount of the debt.
3. THE SERVICES
Guardcorp reserves the right to revise at any time the extent or type of Services it agrees to supply to you if it reasonably believes that such other
services can fulfil the same function.
4.1 Services performed by Guardcorp shall be deemed to have been accepted unless within seven (7) days of completion of such Service you notify Guardcorp
in writing of any deficiencies and provide reasonable evidence thereof.
5. WARRANTY AND LIMITATION OF LIABILITY
5.1 Where Services are defectively performed Guardcorp shall perform such services again to the extent necessary to correct the defect.
5.2 The liability of Guardcorp is expressly limited to the fee paid by you for the Services. Guardcorp shall not be liable to you or your servants, agents,
customers or representatives for any direct, indirect, incidental or consequential loss or damages of any nature howsoever caused (whether based on tort,
or contract or otherwise) including but not limited to loss of profits, loss of production, loss of sales opportunity or business reputation, direct or
indirect labour costs and overhead expenses, damage to equipment or property or any other claim whatsoever arising directly or indirectly or in any way
attributable to the performance of the Services and in no event shall any claim be recognised unless the claim is in writing and received by Guardcorp
within fourteen (14) days of the date of performance.
5.3 In the event that any law (including the Trade Practices Act 1974) implies a warranty or condition into this Agreement which can be excluded,
then Guardcorp’s liability for breach of any such implied warranty or condition is excluded. In the event that such warranty or condition cannot be
excluded, but may be limited, Guardcorp expressly limits its liability to:
(a) the re-supply of the relevant Services; or
(b) the payment of the cost of having the Services re-supplied.
5.4 The liability to do any of the things referred to in clause 5.3 is conditional on the relevant services having been wholly provided by Guardcorp.
For the purposes of clauses 5.2 and 5.3 above, you acknowledge and represent that those provisions are fair and reasonable having regard to the nature of
this Agreement. In particular, you acknowledge and represent to Guardcorp that, in respect of this Agreement and, in particular, clauses 5.2 and 5.3 above:
(a) Guardcorp is not in a position of relative bargaining superiority to you;
(b) Guardcorp has offered no inducement; and
(c) you are aware of the existence and extent of clauses 5.2 and 5.3.
5.6 The provisions of this clause shall not apply insofar as their application is prevented by the Trade Practices Act 1974 or any other laws.
6. DELAY AND FORCE MAJEURE
6.1. Any Services to be supplied by Guardcorp will be supplied during regular business hours on Business Days. If for any reason you request Guardcorp to
provide services outside regular business hours, any overtime or additional expenses occasioned shall be invoiced to and payable by you to Guardcorp at
Guardcorp’s monitoring rates applicable from time to time.
6.2 Additional costs incurred by Guardcorp due to cessation of work occasioned by your instructions (or lack of instructions), by any interruptions,
mistakes or work for which Guardcorp is not responsible, shall be reimbursed by you to Guardcorp upon demand.
6.3. Guardcorp shall not be liable for any failure to perform its obligation under this Agreement for any cause beyond its reasonable control including
without limitation fire, flood, strikes, lockouts, accidents (including motor vehicle accidents), demands or requirements of Government or statutory
authorities, transportation delays, fuel and energy shortages, defaults of sub-contractors or any other cause beyond its control.
6.4 In the event of any delay of the kind referred to in sub-clauses 6.2 and 6.3, the date or dates for performance of Services under this Agreement by
Guardcorp shall be extended for a period at least equal to the time lost by reason of the delay or the delays caused.
In the event that-
7.1 you become insolvent or unable to pay your debts as they fall due or a receiver is appointed or you are subject of voluntary or involuntary bankruptcy
7.2 you are in a material default of any obligation hereunder;
7.3 you fail to make any payment in full on the due date(s);
7.4 you purport to assign any rights or obligations under this Agreement without the prior written consent of Guardcorp; or
7.5 by any act or omission, cause Guardcorp to be in breach of any law which may result in Guardcorp being liable for a fine or penalty;
then Guardcorp may by written notice to you either require payment in full prior to performance of any further Services, suspend performance of its
obligations under this Agreement or cancel any Order. Such action shall be without prejudice to any other rights Guardcorp may have, whether for damages or
8. LICENCES AND PERMITS
8.1 All Services performed by Guardcorp are on the understanding that all licences and permits under any relevant statutes, ordinances, rules and
regulations have been obtained by you.
8.2 You must ensure that the performance of any Services by Guardcorp and you meet all statutory requirements.
9. GENERAL PROVISIONS
9.1 The delivery of an Order attaching or containing this Agreement, or the signing of this Agreement by you, constitutes an offer and is the basis of an
9.2 Such offer cannot be revoked, withdrawn or cancelled by you and is not binding upon Guardcorp until it has been accepted and signed by its authorised
representative whereupon a binding contract shall come into existence.
9.3 This Agreement together with any Order shall constitute the entire agreement between the parties.
9.4 This Agreement will be governed by the laws of New South Wales, Australia and any litigation pursued in the courts of that State.
9.5 In the event that any provision of this Agreement is declared void, invalid or illegal then such provisions that are not void, invalid or illegal will
not be affected.
9.6 No waiver, change or modification of any terms or conditions set out in this Agreement or an Order or other documentation provided by Guardcorp shall
be binding on Guardcorp unless in writing signed by an authorised representative of Guardcorp.
9.7 If at any time any question, dispute or difference arises between Guardcorp and you in relation to or in connection with this Agreement or the
Services, either party may give to the other notice in writing of the existence of such question, dispute or difference and, if the matter cannot be
resolved by negotiation between the parties for a period of twenty one (21) days, the party giving notice must, prior to taking any other action, refer the
question, dispute or difference to the arbitration of a person mutually agreed by the parties. Failing agreement as to the identity of the arbitrator, then
the question, dispute or difference must be referred to such person as is appointed at the request of either party by the President for the time being of
the Law Society of New South Wales.
10. DEFINITIONS AND INTERPRETATIONS
In this Agreement:-
10.1 Business Day means a day on which banks generally are open for trading business in the State of New South Wales.
10.2 Order means an order for Services in the form of a Monitoring Agreement or such other form approved by Guardcorp from time to time,
whether attached to or containing this Agreement, or otherwise.
10.3 Services means any security service provided or to be provided under a Guardcorp Monitoring Agreement.