1. Definitions
“Confidential Information” means all information about the party to this agreement without limit. It excludes information that is already in the public domain. It includes among other things information about party’s staff, businesses and methods of doing business, future plans, policies, suppliers, customers and the intellectual property. It includes information about the suppliers, agents, distributors or customers of the parties.
“Equipment” means any of the equipment as listed in the contract attached to these conditions, and which is to be used for the Security Services.
“Premises” means the building situated at the address detailed in the contract attached to these conditions, and land appurtenant thereto [(which is fenced)] for which the Security Services are to be carried out as per the terms of this agreement.
“Price” means the prices as set out in the contract attached to these conditions.
“Security Services” means the services to be provided by Vault to the Client for the Premises as fully described in the contract attached to these conditions.
2. Interpretation
In this agreement, unless the context clearly indicates another intention:
2.1. reference to one gender includes all other genders.
2.2. reference to the singular includes the plural and vice versa.
2.3. reference to a paragraph, schedule or party is a reference to a paragraph of or a schedule or party to this agreement.
2.4. obligations undertaken by more than a single person or Vault are joint and several obligations.
2.5. reference to a document is a reference to that document as from time to time supplemented or varied.
2.6. reference to writing includes fax, e-mail and similar means of communication.
2.7. a number of days will be reckoned exclusively of the first day and inclusively of the last day unless the last day falls on a day that is not a normal working day in which case the last day will be the next succeeding working day.
2.8. any reference to a person includes natural persons and partnership firms and other such unincorporated bodies, corporate bodies and all other legal persons of whatever kind and however constituted.
2.9. any reference to a statutory provision is a reference to that provision as modified or re-enacted or both from time to time and to any subordinate legislation made under the statutory provision.
3. Relationship between the parties
3.1. This agreement does not create any employer or employee relationship between the parties and the employees and representatives of Vault have no authority to receive the employment benefits and status from the Client. None of the parties to this agreement is an agent of the other party and does not have authority to enter into any commitment on behalf of other party except in case of Vault for the effective performance of its obligation under this agreement.
3.2. The purpose of this agreement is to regulate the relationship between the Client and Vault in connection with the Security Services to be provided for the Premises.
3.3. Any amendment to this agreement or the alteration into the scope of the Security Services shall not be binding unless agreed in writing between the parties to this agreement.
3.4. Neither party shall be entitled to assign this agreement nor all or any of their rights and obligations hereunder without the prior written consent of the other party. The benefit and obligations of this agreement shall be binding on any successor in title. This agreement shall be binding upon the parties, their successors, assigns and personal representatives.
4. Terms of the Security Services
4.1. Vault agrees to provide staff of an appropriate level of skill and experience to carry out the Security Services and further undertakes to provide the Security Services with due care, skill, and diligence in professional manner for the purpose of this agreement.
4.2. Vault agrees to provide the trained and licensed security personnel.
4.3. Vault agrees to use the agreed security technology to ensure the safety of people and premises.
4.4. Vault assures the Client that it will provide uniform to its service personnel to reflect the style and culture of business.
4.5. Vault reserves the right to call local police if the situation goes or is likely to go beyond its control or it identifies an illegal activity.
4.6. The Client undertakes to fully cooperate with Vault so that Vault can give a fair quote for the Price and carry out the Security Services as per the terms of this agreement.
4.7. The Client agrees to provide a direct customer connect 24/7 who shall serve as its designated representative to undertake that they will be fully authorised to represent the Client for the purpose of this agreement. Such designated representatives will be accessible and available at all time to assist Vault in carrying out the Security Services.
4.8. Vault shall prepare an estimate to carry out the additional works for the price set out or otherwise agreed in writing. Any estimate by Vault to the Client for additional service does not constitute an offer, and Vault reserves the right to withdraw or revise the same at any time prior to Vault’s acceptance of the Client’s such request for addition work beyond the scope of Security Services.
4.9. Vault may, at its discretion, send a substitute, delegate, or any other employee to perform the Security Services. This right to send a substitute, delegate, or any employees in substitute shall be without the written authorisation or prior approval of the Client.
4.10. Vault reserves the right to alter the requirements of the Security Services should this at any time become necessary. In the event of any alteration of the contractual requirement, payment under this agreement shall be subject to fair and reasonable adjustment to be agreed between the parties and recorded in writing.
4.11. Vault reserves the right to review and increase, if it finds appropriate, its fees in case of any delay and variations initiated by the Client, or others outside Vault’s control, to the agreed original scope of the Security Services.
4.12. The Client will supply all necessary information free of charge and give all necessary approvals / decisions to Vault for the proper and timely performance of the Security Services. If instructions are not forthcoming Vault cannot be held responsible for resulting delays and costs. Free access to the site is essential to ensure that the Security Services are performed diligently and as per the agreed standard.
4.13. Vault shall comply with its obligations under the Private Security Industry law, where applicable in addition to the health and safety regulations and other statutory requirements, and applications for agreement or any other legal compliance concerned with the Security Services.
4.14. Vault may engage any other contractor on the request of and at the cost of the Client. Vault will take reasonable care but will not be responsible in any way for the competence and performance of any such third-party contractor and their services.
4.15. At the Client’s request, Vault may supply the equipment on hire or sales to the Client subject to the terms and conditions of business of such third parties. Vault gives no warranty in respect of any such equipment and/or services supplied by third parties. The warranties on the equipment come from the original manufacture of such equipment.
4.16. All Equipment which are to be used for the Security Services [in addition to any listed in Schedule 1] will be at the risk of the Client once they have been delivered or collected but under no circumstances shall the property or ownership of any such material ordered or any part thereof pass until full payment of their costs has been made to Vault or the third party as directed by Vault. In the event of Client failing to pay for any such equipment or any of them in accordance with this agreement, it is understood that such material may be repossessed to the value of the unpaid balance without liability for any damage caused to the Premises by unfixing and/or removing such equipment or any of its parts.
4.17. Vault agrees that whilst engaged in any Security Services on the Premises, it will comply with:
4.17.1 all laws and regulations relating to the Security Services;
4.17.2 the reasonable instructions of the Client to the extent they do not contradict this agreement.
4.18. Vault will be free to take other security assignments and engage in any other work from other clients provided that the other work is not such that Vault may for any reason be less capable of offering efficiently and promptly with the Security Services.
4.19. The Client shall be liable to pay for the repair or replacement of any plant, vehicles, equipment, or materials belonging to Vault that the Client or any of its representatives/employees/visitor may damage.
4.20. The Client hereby consents to allow the use of its contact details and description of the Security Services as reference for advertisement by Vault from time to time and in any way that he Vault wants.
4.21. If this agreement is renewed after the expiry of its duration, the parties are deemed to be regulated by this agreement unless agreed to the contrary. Vault reserves the right to accept or decline the Client for any request for further security services in addition to those agreed under this agreement.
4.22. Vault will do survey to ensure that the Client is satisfied with the Security Services.
5. Safety measures
5.1. If Vault provides for measure of safety services like alarm system, CCTV surveillance in that case:
5.1.1 the Client shall look after with due care and attention to the areas of entrance that they are properly lightened to ensure clear visibility;
5.1.2 the Client Shall endeavour to provide safe places for staff in an emergency;
5.1.3 Vault shall secure computers and data in tested enclosures;
5.1.4 Vault shall endure that the security alarm is properly functioning at all the time;
5.1.5 Vault has provided for the closed-circuit televisions (CCTVs) to monitor the Premises which helps in deterring thieves, watching remote areas or more than one area at once which will be helpful for police to identify and prosecute intruders.
6. Price and payment
6.1. Unless otherwise agreed, Vault Security will invoice the customer weekly, covering shifts Monday to Sunday with payment terms of 7 days.
6.2. The Price quoted to the Client for the purpose of the Security Services is exclusive of any tax, for which the Client shall be additionally liable at the applicable rate from time to time. The Prices are conditional on the provision of the normal services of water, electricity, light and heating at no cost when required.
6.3. Unless otherwise required by Vault, payments will be made by the Client in New Zealand dollar by direct transfer to Vault’s bank account as notified to the Client.
6.4. The invoice shall include in addition to the price, whatever reasonable expenses Vault has incurred in working on any Security Services provided such expenses have been approved in advance by the Client and are evidenced by the corresponding receipts or vouchers. All quoted prices are exclusive of GST.
6.5. Vault reserves the right to charge the Client interest in respect of the late payment of any money due under this agreement (both before and after judgment) from the due date until receipt of payment at the rate of 5 per cent above the base rate from time to time of the Bank of the Reserve Bank of New Zealand.
6.6. The Price quoted to the client is for non public holiday work days. For all hours worked on a public holiday, the rate is multiplied by 1.75.
7. Intellectual property rights
7.1. Vault does not give to the Client any right or interest in any patent, trade mark, copyright, drawings, specification, designs or other intellectual property rights in any text, images, compilations or other works relating to the Security Services nor does Vault give any right to reproduce the same in any form.
7.2. Nothing in the agreement shall prevent Vault using any design or any element of a design for other clients or from publishing any event, photographs of its work in any magazine, newspaper or other medium, including in a website or over the Internet.
7.3. The Client agrees to inform Vault if at any time it discovers or suspects any infringement of the Intellectual Property rights of Vault during the term of this agreement. The Client agrees to assist Vault in maintaining the validity and enforceability of the intellectual property rights.
8. Confidentiality
8.1. The parties are aware that in the course of this agreement, they will each have access to and be entrusted with information in respect of the business and operation of the other and their dealings, transactions and affairs, all of which information is or may be confidential.
8.2. Accordingly, they undertake that both during and after completion of the agreement:
8.2.1 they will not divulge to any person whatever or otherwise make use of (and shall use their best endeavours to prevent the publication or disclosure of) any Confidential Information except as required in this agreement;
8.2.2 both Vault and the Client hereby undertake to the other to make all relevant employees, agents and sub-contractors aware of the confidentiality of information and the provisions of this paragraph and to take all such steps as shall from time to time be necessary to ensure compliance by those people with these provisions.
9. No competition
9.1. The Client agrees that it will not during this agreement and within 12 months of its termination any means and neither for itself nor for any other person, directly or indirectly, advise, instruct, do or assist in any activity the effect of which is to encourage any person to breach any contract between that person and Vault.
9.2. The Client agrees that it will not during this agreement and within 12 months of its termination by any means and neither for itself nor for any other person, directly or indirectly, employ or provide work to any person who was employed by or who worked with any capacity for Vault within the period of 12 months immediately preceding the termination date.
9.3. The Client agrees that the provisions of this paragraph are fair and reasonably required for the protection of Vault’s business.
10. Limitation of liability
10.1. The following provisions set out Vault’s entire liability (including any liability for the acts and omissions of its employees) to the Client in respect of:
10.1.1 any breach of its contractual obligations arising under this agreement; and
10.1.2 any representation, statement or tortuous act or omission including negligence arising under or in connection with this agreement.
10.2. In the event of any breach of express warranty with respect to this agreement, Vault’s liability shall be limited to either:
10.2.1 repair of the article or Client’s equipment in question; or
10.2.2 replacement of the Client’s article or equipment in question.
10.3. Vault shall not be liable to the Client in respect of any loss of property (movable or immovable), profits, goodwill or any type of special, indirect or consequential loss (including loss or damage suffered by the Client as a result of an action brought by a third party) resulting from or in course of performing the Security Services due to any reason even if such loss was reasonably foreseeable or Vault had been advised of the possibility of the Client incurring the same.
10.4. The Client agrees to give Vault not less than 28 days in which to remedy any breach.
10.5. Nothing in this paragraph shall confer any right or remedy upon the Client to which it would not otherwise be legally entitled.
10.6. Vault shall not be liable to the Client for loss arising from or in connection with any representations, agreements, statements or undertakings made prior to the date of this agreement.
11. Termination and its consequences
11.1. This agreement shall continue until terminated:
11.1.1 on the expiry of 12 months from the date of this agreement;
11.1.2 by either party on a written notice of 30 days. this notice requirement of 30 days may be waived by the written consent of the party receiving such notice;
11.1.3 immediately by Vault if the client fails to pay any sum due within the agreed days of the date of submission of an invoice as per paragraph 5.1 and having been notified of non-payment by Vault; or
11.1.4 immediately by either party if the other commits any material breach of any term of this agreement and which in the case of a breach capable of being remedied is not remedied within 30 days of a written request to remedy it; or
11.1.5 immediately by either party if the other party is or becomes incompetent or negligent in respect of any of its obligations under this agreement; or
11.1.6 immediately by either party if a trustee receiver / administrative receiver or similar officer is appointed in respect of all or any part of the business or assets of the other party or if a petition is presented or a meeting is convened for the purpose of considering a resolution or other steps are taken for the winding up of the other party or for the making of an administration or bankruptcy order (otherwise than for the purpose of an amalgamation or reconstruction).
11.2. Notwithstanding termination of this agreement for whatever reason, all the provisions that are intended to operate or have effect after termination or expiration shall continue in full force and effect. On expiry or earlier determination of this agreement, Vault shall vacate the Premises, without in any way causing any damage to the said Premises and the properties therein.
11.3. If a default due to force majeure event shall continue for more than 4 weeks then the party not in default shall be entitled to terminate this agreement.
11.4. Without regard to the reason why this agreement ends, the Client will pay Vault for all the periodical costs and addition costs as agreed under this agreement to the time including the full payment made to any third party and all losses and claims that Vault may face due to such premature termination.
11.5. Vault shall not refund any sum received from the Client on premature termination of this agreement for any reason by the Client, Vault shall not be liable for any loss or damage whatsoever arising from such cancellation.
11.6. If the payment is made through cheque which is not honoured by the Client’s bank and Vault incurs expenses as a result of it, the Client will reimburse these expenses to Vault on demand. Any expenses incurred by Vault for collecting late payments will be added to the Client’s account.
12. Insurance
12.1. The Client is responsible for the insurance of the Premises and all the moveable assets within the Premises during the term of this agreement. It is also the Client’s responsibility to insure against any acts or omissions by Vault for any loss or damage caused during the Security Services without its negligence or omission. Risk of damage to or loss of Equipment shall pass to the Client at the time of its delivery.
12.2. Vault undertakes to obtain insurance against liability for professional negligence for the Security Services performed under this agreement and against third party liability whilst on the Premises of the Client and agrees to provide evidence of the insurance to the Client upon request.
13. Entire Agreement
This agreement constitutes the entire agreement between the parties and supersedes any previous agreement or understanding and may not be varied except in writing between the parties. All other terms and conditions express or implied by Statute or otherwise are excluded to the fullest extent permitted by law.
14. Severability
Each sub paragraph in this agreement is independent and severable from each other paragraph and therefore separately enforceable. If any restriction is unenforceable for any reason but would be enforceable if part of the wording were deleted, it will apply with such deletions as may be necessary to make it valid and enforceable.
15. Miscellaneous
15.1. Both parties hereby acknowledge that they have had an opportunity to take independent legal advice before signing this agreement. Both parties acknowledge that this agreement is the whole agreement governing the contractual relationship between them with the exception of any subsequent variations in writing.
15.2. The parties do hereby agree and intend to be bound by the foregoing agreement.
16. Waiver
The failure by either party to enforce at any time or for any period any one or more of the terms or conditions of this agreement shall not be a waiver of them or of the right at any time subsequently to enforce all terms and conditions of this agreement
17. Force Majeure
Neither party shall be liable for any breach of its obligations arising from or attributable to acts, events, omissions or accidents beyond the reasonable control of such party which may include acts of God, fire, natural disaster, war or military hostilities, terrorist attack or strike by its own employees and in such a situation:
17.1. The parties hereby agree to give notice immediately to the other upon becoming aware of an event of force majeure and such notice to contain details of the circumstances giving rise to it;
17.2. Neither party shall have any liability to the other in respect of the termination of this agreement as a result of force majeure.
18. Notices and Service
18.1. Any notice or other information required or authorised by this agreement to be given by either party to the other may be given by hand or sent by first class pre-paid post, or electronic means to the other party at the address last provided for that type of communication.
18.2. Any notice or other information sent by electronic means shall be deemed to have duly sent on the date of transmission.
18.3. Service of any legal proceedings concerning or arising out of this agreement shall be affected by causing the same to be delivered to the party to be served at its main place of business or its registered office or to such other address as may from time to time be notified in writing by the party concerned.
19. Disputes Resolution
In the event of a dispute arising out of or in connection with this agreement and which has not been resolved following discussions and negotiations between a person or persons appointed or authorised by the parties they undertake to attempt to settle the dispute by engaging in good faith with the other in a process of mediation before commencing arbitration or litigation.
20. Jurisdiction
The validity, construction and performance of this agreement shall be governed by the laws of New Zealand and the parties agree that any dispute arising from it shall be litigated only in New Zealand.