TERMS AND CONDITIONS

You have requested the Goods and/or Services set out in the Quote, and you accept this Agreement by the earlier of:

• signing and returning the Quote to us (including electronically);
• accepting the Quote online or sending an email accepting the Quote (expressly or impliedly);
• instructing us (whether orally or in writing) to proceed with the Goods and Services; or
• making part or full payment of the Price (including any deposit).

This clause 2 applies to the extent that you have ordered Services from us, as set out in the Quote.

In consideration of your payment of the Price, we will provide the Services in accordance with this Agreement, whether ourselves or through our Personnel.

We will not be responsible for any Services unless expressly set out in the Quote.

To the extent that we agree to service and maintain smoke alarms as part of the Services, you agree that on the Start Date, all smoke alarms at the Premises:

• will be in functional working order; and
• have not exceeded their expiry date (and will not exceed their expiry date during the Term).

If you do not comply with clauses 2.4(a)and/or (b), then you agree to replace the smoke alarm(s) at your cost (whether through us or otherwise), and that we will not commence servicing and maintaining that smoke alarm until you are compliant with clause 2.4.

You understand that in order to provide the Services, we may need access to the Premises, and you agree to provide us (and our Personnel) with access to the Premises (including adequate parking, all items and/or appliances that we need to test, and other facilities at the Premises) and any other premises as is reasonably necessary for us to provide the Services, free from harm or risk to health or safety:

• at the times and on the dates reasonably agreed between the Parties (Appointment); and/or
• to enable us to comply with our obligations under this Agreement or at Law.

You agree to pay our additional costs reasonably incurred as a result of you failing to comply with clause 2.6, including where you fail to notify us of items and/or appliances at the Premises that require testing.

We will use our best endeavours to meet any Appointment time.

Where the Parties agree on a time and date for an Appointment and a Party needs to reschedule the Appointment, they agree to notify the other Party as soon as reasonably practical and work together to reschedule the Appointment (Rescheduled Appointment).

You can only postpone an Appointment by a maximum of 48 hours, unless otherwise agreed between the Parties.

If minimum test numbers, as indicated on the Quote, at an individual site are not achieved during an Appointment and this is caused or contributed to by you, you agree that we may charge a minimum on site charge or an attendance fee per site, as indicated on the Quote.

This clause 3 applies to the extent that you have engaged us under an Annual Maintenance Contract, or if otherwise set out in the Quote.

Subject to your compliance with this Agreement, we grant you a non-exclusive, non-transferable (except with our written permission), non-sublicensable, personal and revocable licence to access and use the Customer Portal for the Term, for your use and enjoyment of the Services, as contemplated by this Agreement (Licence).

We will create an Account for you to enable you to use the Customer Portal.

You are the Account owner and regardless of any change in any contact details, you will remain responsible for your Account, as set out in this Agreement. If you wish to change the Account owner, you must provide us with a written request to transfer the ownership of the Account to the incoming party, which must also include the incoming party's written consent to take over full responsibility for the Account, in a form acceptable to us.

It is your responsibility to keep your Account details confidential. You are responsible for all activity on your Account and all activity by any of your Personnel, and for ensuring that any activities on any Account complies with this Agreement.

This clause 4 applies to the extent that you have ordered Goods from us, as set out in the Quote.

Subject to your compliance with this Agreement, we agree to provide you with the Goods in accordance with this Agreement, whether ourselves or through our Personnel.

You acknowledge and agree that we may provide you with an estimated date and time for delivery of the Goods and that any estimate is an estimate only.

You agree to pay for all Delivery Costs, as set out in the Quote.

Title in the Goods will remain with us until all amounts due and payable to us under this Agreement are paid by you in full. Risk in the Goods will pass to you on delivery of the Goods to your nominated delivery address.

You agree that we hold a general lien over any Goods owned by us that are in your possession, for the satisfactory performance of your obligations under this Agreement.

You agree that this Agreement and your obligations under this Agreement create a registrable security interest in favour of us, and you consent to the security interest (and any other registrable interest created in connection with this Agreement) being registered on any relevant securities register (and you must do all things to enable us to do so).

We may pass on to you a Manufacturer’s Warranty with respect to the Goods. Please refer to the relevant Manufacturer’s Warranty card provided by the manufacturer of the Goods.

We will use our reasonable commercial endeavours to assist you in bringing warranty claims to a manufacturer under a Manufacturer’s Warranty, however, the Manufacturer Warranty is between you and the manufacturer and we have no obligations to you under the Manufacturer’s Warranty.

You agree to pay us the Price in accordance with the Payment Terms. All amounts are stated in Australian dollars and are exclusive of GST (unless otherwise stated).

Unless otherwise agreed between the Parties, the Price set out in the Quote must be paid before we commence the provision of the Goods and/or Services.

If any amounts are unpaid 7 days after the payment date (as set out in the Payment Terms), those amounts will become a debt immediately due and payable to us, and we may:

• immediately recover or repossess any Goods belonging to us, and you agree to grant us such rights of access to any premises where the Goods are located to allow us (or our Personnel) to recover or repossess the Goods;
• charge interest at a rate equal to the Reserve Bank of Australia’s cash rate from time to time plus 5% per annum (calculated daily and compounding monthly); and/or
• suspend the provision of the Goods and Services until we receive payment (including access to the Customer Portal).

You represent, warrant, acknowledge and agree that:

• there are no legal restrictions preventing you from engaging us, or agreeing to this Agreement;
• you have not relied on any representations or warranties made by us in relation to the Goods and Services (including as to whether the Goods and Services are or will be fit or suitable for your particular purposes), unless expressly stipulated in this Agreement;
• you and your Personnel will cooperate with us, will not interfere with our supply of the Goods and Services, and will provide us with all documentation, information, instructions and access necessary to enable us to provide the Goods and Services, as requested by us, from time to time, and in a timely manner;
• the information you provide to us is true, correct and complete;
• you will not infringe any third party rights in working with us and receiving the Goods and Services;
• you are responsible for obtaining, and providing to us if necessary, any access, consents, licences, approvals and permissions from other parties necessary for the Goods and Services to be provided, at your cost;
• you are responsible for the acts or omissions, or the goods or services provided by, your Personnel, and you agree to ensure they cooperate with us and do not interfere with our supply of the Goods and Services;
• we will not be responsible for any Liability that arises as a result of any works, goods or services not provided by us, or provided by you or your Personnel; and
• you agree to keep, store, use and maintain the Goods in accordance with the instructions provided by us, the manufacturer, or those provided with the Goods.

Certain legislation, including the Australian Consumer Law (ACL) in the Competition and Consumer Act 2010 (Cth) and similar consumer protection laws and regulations, may confer you with rights, warranties, guarantees and remedies relating to the Goods and Services which cannot be excluded, restricted or modified (Statutory Rights). Nothing in this Agreement excludes your Statutory Rights as a consumer under the ACL.

You agree that our Liability for the Goods and Services is governed solely by the ACL and this Agreement.

Subject to your Statutory Rights, we exclude all express and implied warranties, representations and guarantees of any kind (whether under statute, law, equity or on any other basis) and all materials, work, goods and services (including the Goods and Services) are provided to you without warranties, representations and guarantees of any kind, unless expressly stipulated in this Agreement.

Subject to your Statutory Rights, all amounts paid by you for the Goods and Services are non-refundable.

This clause 7 will survive the termination or expiry of this Agreement.

The Term means:

• where you have engaged us under an Annual Maintenance Contract from us, the Agreement will start on the Start Date and continue for the period of time set out in the Quote (Initial Term). On the expiry of the Initial Term, this Agreement will be automatically renewed for subsequent periods of the same amount of time (each a Renewal Period), unless either Party provides 30 days’ written notice before the end of the Initial Term or the end of the then-current Renewal Period (as applicable) that it does not wish to renew this Agreement; and
• where you have engaged us to provide Goods and/or Services other than under an Annual Maintenance Contract, this Agreement will commence on the Start Date and continue until we have completed the provision of the Goods and/or Services,

unless earlier terminated in accordance with this clause 8.

This Agreement will terminate immediately upon written notice by a Party (Non-Defaulting Party) if:

• the other Party (Defaulting Party) breaches a material term of this Agreement and that breach has not been remedied within 10 Business Days of the Defaulting Party being notified of the breach by the Non-Defaulting Party; or
• the Defaulting Party is unable to pay its debts as they fall due.

Upon expiry or termination of this Agreement:

• we will immediately cease providing the Goods and/or Services (including access to the Customer Portal);
• without limiting your Consumer Law Rights, you agree that any payments made by you to us are not refundable to you;
• you are to pay for all Goods and/or Services provided prior to termination, including Goods and/or Services which have been provided and have not yet been invoiced to you, and all other amounts due and payable under this Agreement;
• by us pursuant to clause 8.2(a), you also agree to pay us our additional costs, reasonably incurred, and which arise directly from such termination;
• where the Price or any other amount payable by you to us under this Agreement has not been paid in accordance with the Payment Terms, you agree to grant us such rights of access to any premises where the Goods are located to allow us (or our Personnel) to recover or repossess any Goods belonging to us; and
• you agree to promptly return (where possible), or delete or destroy (where not possible to return), any information, documentation or material owned by us that is in your possession or control, subject to any rights you may have to any Intellectual Property in accordance with clause 10.

We will retain your documents (including copies) as required by law or regulatory requirements. Your express or implied agreement to this Agreement constitutes your authority for us to retain or destroy documents in accordance with the statutory periods, or on expiry or termination of this Agreement.

Termination of this Agreement will not affect any rights or liabilities that a Party has accrued under it.

This clause 8 will survive the termination or expiry of this Agreement.

Subject to clause 9.2, to the maximum extent permitted by law, we will not be liable for, and you waive and release us from and against, any Liability, caused or contributed to by, arising from or connected with:

• any reasonable loss or damage which is the inevitable part of relocating, replacing or re-fitting existing smoke alarms (for example, damage from the original installation or resulting from the relocation or replacement of the smoke alarm or any other Good); and/or
• Third Party Inputs.

Despite anything to the contrary, to the maximum extent permitted by law:

• neither Party will be liable for any Consequential Loss;
• a Party’s liability for any Liability under this Agreement will be reduced proportionately to the extent the relevant Liability was caused or contributed to by the acts or omissions of the other Party (or any of its Personnel), including any failure by that other Party to mitigate its loss; and
• our aggregate liability for any Liability in relation to the provision of the Goods and Services or this Agreement will be limited to us resupplying the Goods and Services to you or, in our sole discretion, to us repaying you the amount of the Price paid by you to us in respect of the relevant provision of the Goods and Services to which the Liability relates.

This clause 9 will survive the termination or expiry of this Agreement.

As between the Parties:

• we own all Intellectual Property Rights in Our Materials;
• you own all Intellectual Property Rights in Your Materials; and
• nothing in this Agreement constitutes a transfer or assignment of any Intellectual Property Rights in Our Materials or Your Materials.

As between the Parties, ownership of all Intellectual Property Rights in any New Materials or Improvements will at all times vest, or remain vested, in us upon creation.

We grant you a non-exclusive, revocable, worldwide, non-sublicensable and non-transferable right and licence, to use Our Materials that we provide to you, the New Materials and Improvements, solely for the purposes for which they were developed and for your use and enjoyment of the Goods and/or Services, as contemplated by this Agreement.

You grant us a non-exclusive, revocable, worldwide, nonsublicensable and non-transferable right and licence, for the duration of the Term, to use Your Materials that you provide to us, solely for the purposes for which they were developed and solely for the performance of our obligations under this Agreement.

In the use of any Intellectual Property Rights in connection with this Agreement, you must not (and you must ensure that your Personnel do not) commit any intellectual property breach.

This clause 10 will survive the termination or expiry of this Agreement.

Each Receiving Party agrees:

• not to disclose the Confidential Information of the Disclosing Party to any third party;
• to use all reasonable endeavours to protect the Confidential Information of the Disclosing Party from any unauthorised disclosure; and
• to only use the Confidential Information of the Disclosing Party for the purposes for which it was disclosed or provided by the Disclosing Party, and not for any other purpose.

The obligations in clause 11.1 do not apply to Confidential Information that:

• is required to be disclosed in order for the Parties to comply with their obligations under this Agreement;
• is authorised to be disclosed by the Disclosing Party;
• is in the public domain and/or is no longer confidential, except as a result of a breach of this Agreement; or
• must be disclosed by Law or by a regulatory authority, including under subpoena.

Each Party agrees that monetary damages may not be an adequate remedy for a breach of this clause 11. A Party is entitled to seek an injunction, or any other remedy available at law or in equity, at its discretion, to protect itself from a breach (or continuing breach) of this clause 11.

This clause 11 will survive the termination or expiry of this Agreement.

Amendment: This Agreement may only be amended in writing and as agreed by the Parties.

Assignment: Subject to clause 12.3, a Party must not assign or deal with the whole or any part of its rights or obligations under this Agreement without the prior written consent of the other Party (such consent is not to be unreasonably withheld).

Assignment of Debt: You agree that we may assign or transfer any debt owed by you to us, arising under or in connection with this Agreement, to a debt collector, debt collection agency, or other third party.

Disputes: A Party may not commence court proceedings relating to any dispute, controversy or claim arising from, or in connection with, this Agreement (including any question regarding its existence, validity or termination) (Dispute) without first meeting with a senior representative of the other Party to seek (in good faith) to resolve the Dispute. If the Parties cannot agree how to resolve the Dispute at that initial meeting, either Party may refer the matter to a mediator. If the Parties cannot agree on who the mediator should be, either Party may ask the Law Society of New South Wales to appoint a mediator. The mediator will decide the time, place and rules for mediation. The Parties agree to attend the mediation in good faith, to seek to resolve the Dispute. The costs of the mediation will be shared equally between the Parties. Nothing in this clause will operate to prevent a Party from seeking urgent injunctive or equitable relief from a court of appropriate jurisdiction, or will operate to prevent a Party from taking steps to recover any debt. This clause will survive the termination or expiry of this Agreement.

Entire agreement: This Agreement contains the entire understanding between the Parties, and supersedes all previous discussions, communications, negotiations, understandings, representations, warranties, commitments and agreements, in respect of its subject matter.

Force majeure: Neither Party will be liable for any delay or failure to perform their respective obligations under this Agreement if such delay or failure is caused or contributed to by a Force Majeure Event. This clause will not apply to a Party’s obligation to pay any amount that is due and payable to the other Party under this Agreement.

Further assurance: Each Party must promptly do all things and execute all further instruments necessary to give full force and effect to this Agreement and your obligations under it.

Governing law: This Agreement is governed by the laws of New South Wales. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts operating in New South Wales and any courts entitled to hear appeals from those courts and waives any right to object to proceedings being brought in those courts.

GST: If and when applicable, GST payable on the Price will be set out in our invoice. You agree to pay the GST amount at the same time as you pay the Price.

Joint and several Liability: Where you constitute two or more individuals or entities, you will each be jointly and severally liable under this Agreement.

Notices: Any notice given under this Agreement must be in writing addressed to the relevant address last notified by the recipient to the Parties. Any notice may be sent by standard post or email, and will be deemed to have been served on the expiry of 48 hours in the case of post, or at the time of transmission in the case of transmission by email, and where the time of transmission is not during business hours on a Business Day, 9am on the next Business Day.

Online execution: This Agreement may be executed by means of such third party online document execution service as we nominate, subject to such execution being in accordance with the applicable terms and conditions of that document execution service.

Relationship of Parties: This Agreement is not intended to create a partnership, joint venture, employment or agency relationship between the Parties.

Severance: : If any provision (or part of it) under this Agreement is held to be unenforceable or invalid in any jurisdiction, then it will be interpreted as narrowly as necessary to allow it to be enforceable or valid. If a provision (or part of it) under this Agreement cannot be interpreted as narrowly as necessary to allow it to be enforceable or valid, then the provision (or part of it) must be severed from this Agreement and the remaining provisions (and remaining part of the provision) of this Agreement is valid and enforceable.

Variations: All variations to this Agreement must be agreed in writing between the Parties and will be priced as reasonably determined by us. If we consider that any instruction or direction from you constitutes a variation to the scope of our obligations under this Agreement, or would result in us suffering or incurring any additional cost or delay, then we will not be obliged to comply with such instruction or direction unless agreed in accordance with this clause 12.15.

Any reference to “Goods and Services” may mean “Goods and/or Services”, as the case may be.

In this Agreement, unless the context otherwise requires, capitalised terms have the meanings given to them in the Quote, and:

Agreement means these terms and conditions, any agreed Quote and any documents attached to, or referred to in them.

Annual Maintenance Contract means an ongoing arrangement for the supply of managed services by us, as set out in the Quote.

Business Days means a day on which banks are open for general banking business in New South Wales, excluding Saturdays, Sundays and public holidays.

Confidential Information includes information which:

• is disclosed to the Receiving Party in connection with this Agreement at any time;
• is prepared or produced under or in connection with this Agreement at any time;
• relates to the Disclosing Party’s business, assets or affairs; or
• relates to the subject matter of, the terms of and/or any transactions contemplated by this Agreement,

whether or not such information or documentation is reduced to a tangible form or marked in writing as “confidential”, and howsoever the Receiving Party receives that information.

Consequential Loss includes any consequential, special or indirect loss, damage or expense, or any real or anticipated loss of revenue, loss of profit, loss of use, loss of occupation, loss of benefit, loss of financial opportunity, or economic loss (whether under statute, contract, equity, tort (including negligence), indemnity or otherwise, and howsoever arising). The Parties acknowledge and agree that your obligation to pay us the Price and any other amounts due and payable by you to us under this Agreement will not constitute “Consequential Loss” for the purposes of this definition.

Customer Portal means the portal we provide to you for you to access the maintenance schedule, reports, location of safety devices and other aspects of the Services.

Delivery Costs means the costs associated with the delivery or provision of the Goods, including any insurance, customs, tariffs, duties or other such charges that may apply to the Goods and Services.

Disclosing Party means the party disclosing Confidential Information to the Receiving Party.

Force Majeure Event means any event or circumstance which is beyond a Party’s reasonable control including but not limited to, acts of God including fire, hurricane, typhoon, earthquake, landslide, tsunami, mudslide or other catastrophic natural disaster, civil riot, civil rebellion, revolution, terrorism, insurrection, militarily usurped power, act of sabotage, act of a public enemy, war (whether declared or not) or other like hostilities, ionising radiation, contamination by radioactivity, nuclear, chemical or biological contamination, any widespread illness, quarantine or government sanctioned ordinance or shutdown, pandemic (including COVID-19 and any variations or mutations to this disease or illness) or epidemic.

Goods means the goods we agree to provide under this Agreement, as further particularised in the Quote.

GST has the meaning which it is given in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

Improvements means any development, modification, adaptation or improvement of Our Materials or any New Materials made by or on behalf of either Party (or any of their respective Personnel), or in respect of which Intellectual Property Rights are acquired by, either Party during the Term.

Intellectual Property means any copyright, registered or unregistered designs, patents or trade mark rights, domain names, know-how, inventions, processes, trade secrets or Confidential Information, circuit layouts, software, computer programs, databases or source codes (including any application, or right to apply, for registration of, and any improvements, enhancements or modifications of, the foregoing).

Intellectual Property Rights means for the duration of the rights in any part of the world, any industrial or intellectual property rights, whether registrable or not, including in respect of Intellectual Property.

Liability means any expense, cost, liability, loss, damage, claim, notice, entitlement, investigation, demand, proceeding or judgment (whether under statute, contract, equity, tort (including negligence), indemnity or otherwise), howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent and whether involving a third party, a Party or otherwise.

Manufacturer Defect means a defect in the Goods that is covered by the manufacturer under the Manufacturer’s Warranty.

Manufacturer’s Warranty means the warranty offered to you by the manufacturer of the Goods (if any), which is between the manufacturer and you.

New Materials means all Intellectual Property developed, adapted, modified or created by or on behalf of us or you or any of your or our respective Personnel in connection with this Agreement or the supply of the Goods and Services, whether before or after the Start Date.

Our Materials means all work, models, processes, technologies, strategies, materials, information, documentation, specifications and services that we may provide to you under this Agreement, and which may contain material which is owned by or licensed to us, and is protected by Australian and international laws.

Payment Terms means the Price, method and timing of payment set out in the Quote.

Personnel means, in respect of a Party, any of its employees, consultants, suppliers, subcontractors or agents.

Premises means the location where the Services are to be provided, as set out in the Quote or as otherwise agreed between the Parties.

Price means the price set out in the Quote for the provision of the Goods and Services and includes any deposit.

Quote means the quote (including any online quote) to which this Agreement is attached by reference.

Receiving Party means the party receiving Confidential Information from the Disclosing Party.

Services means the services we agree to perform under this Agreement, as further particularised in the Quote, and includes the provision of the Customer Portal, if applicable.

Start Date means the date this Agreement is accepted in accordance with clause 1.1.

Term has the meaning given in clause 8.1.

Third Party Inputs means third parties or any goods and services provided by third parties, including electricians, painters, plasterers and other tradespeople, which the provision of the Services may be contingent on, or impacted by.

Your Materials means all work, models, processes, technologies, strategies, materials, information, documentation and services (including Intellectual Property), owned or licensed by you or your Personnel before the Start Date and/or developed by or on behalf of you or your Personnel independently of this Agreement.