PROFESSIONAL SECURITY SERVICES
1. DEFINITIONS
1.1. "Prosecure" refers to Prosecure Limited, its successors and assigns, or anyone operating on Prosecure Limited's behalf and with its permission.
1.2. "Client" refers to the client or any person working on the client's behalf and with the client's authority as indicated in any quotation, work authorisation, or other documentation issued by Prosecure to the client.
1.3. "Guarantor" refers to the person (or persons), or entity, who agrees to be accountable for the client's tort debts on a primary debtor basis.
1.4. "Goods and Services" refers to the goods and services delivered by Prosecure to the client, including those mentioned on any invoices, quotations, work authorizations, or other forms issued by Prosecure to the client, as well as any advice or recommendations.
2. TERM OF AGREEMENT
2.1. This agreement is for the duration specified in the Term of Contract. After that, this agreement will continue for the same duration unless either party gives the other three months' written notice prior to the start of the new period.
3. PAYMENT
3.1. The whole payment due on the Charges Schedule is payable by the Payment Date and the Method of Payment option selected.
3.2. Any additional charges connected to other services that may be provided, as well as any additional expenses incurred as a result of the client's breach of any of the terms of this agreement, shall be paid by the client to Prosecure.
3.3. If a client's business is closed for a public holiday or if the client decides that Prosecure's services are not required due to a public holiday, the client must still pay for the services that would have been rostered.
3.4. Prosecure charges an additional fee for services requested on short notice, services that do not meet the required hours, services that are stood down on short notice, and any other services delivered.
3.5. If there is a system failure or no signals are received from the alarm system, the client remains responsible for payment until we receive written notice of monitoring cancellation at least 30 days in advance.
4. EQUIPMENT/OWNERSHIP/RISK/DEFECTS
4.1. Prosecure retains ownership of all and any equipment installed and or utilised on the clients' premises until the whole amount as specified in the charges schedule for the equipment is received. Any signage and other property installed by Prosecure on the client's premises that is misplaced, stolen, lost, or otherwise destroyed is the responsibility of the client.
4.2. Regardless of whether Prosecure keeps possession of the products, all risk for the goods falls to the client at the time of delivery.
4.3. Prosecure is entitled to all insurance profits payable to the items if any of the goods are damaged or destroyed after delivery but before ownership passes to the client. Prosecure's presentation of these terms and conditions is sufficient evidence of Prosecure's rights to receive the insurance proceeds, and no more investigation is required by anybody dealing with Prosecure.
4.4. The client must verify the items upon delivery and notify Prosecure of any alleged defect, shortage in quantity, damage, or failure to conform with the description or quote within fourteen (14) days of delivery (time is of the essence). If the client believes the items are defective in any manner, the client must allow Prosecure to check the goods within a reasonable time after delivery. If the client does not follow these rules, the goods will be assumed to be defect-free. For defective items that Prosecure has agreed in writing that the client has the right to reject, Prosecure's liability is restricted to either replacing or repairing the goods (at Prosecure's discretion).
4.5. Other than in line with 4.4, goods will not be accepted for return.
5. AUTHORITY
5.1. When the client is absent and Prosecure notices damage to the client's property that requires immediate attention, the client authorises Prosecure to make any necessary repairs on its behalf. The client accepts that Prosecure is not liable for any costs associated with these repairs. Within 14 days, the client must pay its reasonable charges.
5.2. The client gives Prosecure and its personnel permission to evict anyone they believe is trespassing under sections 3 and 4 of the Trespass Act 1980. Prosecure disclaims any liability for any criminal or civil actions brought as a result of any wrongful trespass eviction.
6. REVIEW
6.1. From the start date of the contract, Prosecure will review the pricing schedule as it relates to the provision of services by Prosecure to the client on an annual basis.
7. TERMINATION
7.1. If the client is in default with any of the terms of this agreement, Prosecure may:
7.1.1. stop delivering services to the client immediately.
7.1.2. seize any equipment held by the client that belongs to Prosecure right away; and
7.2. Prosecure and its staff are granted an irrevocable licence to enter the client's premises at any time for the purpose of taking possession of and removing any equipment belonging to Prosecure. Prosecure is also authorised to use reasonable means to get access if the client refuses to grant access after making reasonable requests. Prosecure will not be liable for any damage, harm, or loss caused by such recovery or any other exercise of its rights, regardless of how caused.
7.3. If the safety of any of Prosecure's workers is jeopardised in any manner, Prosecure retains the right to immediately terminate this contract.
7.4. Interest on outstanding invoices shall accrue at a rate of 3.0 percent per calendar month from the day when payment becomes due daily until the date of payment, and such interest shall compound monthly at such a rate after as well as before any judgement.
7.5. If a client fails to pay an invoice when it is due, the client agrees to indemnify Prosecure from and against all expenses and disbursements incurred by Prosecure in collecting the debt, including attorney and own client legal fees and collection agency fees.
7.6. If any account remains unpaid after thirty (30) days, an administration fee of the greater of $25.00 or ten percent of the unpaid balance (up to a maximum of $200) will be charged, which will become immediately due and payable.
7.7. Without prejudice to Prosecure's other legal remedies, Prosecure shall be entitled to terminate all or any portion of any client order that remains unfulfilled, and all monies outstanding to Prosecure shall become immediately payable, whether or not due for payment, if:
7.7.1. any money owed to Prosecure goes past due, or Prosecure believes the customer will be unable to make timely payments; or
7.7.2. the client becomes insolvent, calls a meeting of creditors, signs a creditor agreement, or makes an assignment for the benefit of creditors; or
7.7.3. in relation to the client or any of the client's assets, a receiver, manager, liquidator, provisional or otherwise, or similar person is appointed.
8. WARRANTIES
8.1. Any equipment comes with a 12-month warranty against all manufacturer defects. This guarantee is valid for all equipment installed on the client's premises by Prosecure licenced installers, but only if the annual servicing programme is strictly followed.
9. LIABILITY
9.1. Any electronic system or security service provided by Prosecure to the client. Prosecure makes no assurances that the system will not be hacked or tampered with. If another person, company, or entity adjusts, fixes, or changes any component of the electronic system or service, the customer must promptly notify Prosecure. Prosecure makes no guarantees that its security services will keep the client safe from crime, loss, or injury.
9.2. All and all events or acts that result in damage, tampering, sabotage, or any other impacts on equipment, people, property, or otherwise resulting from any cause other than the negligence of a Prosecure employee, Prosecure and all employees are absolved from all liability.
9.3. The client acknowledges that any and all Prosecure methods and services are intended to deter potential illegal behaviour. Prosecure assumes no responsibility for any faults, latent defects, or design flaws in the device.
9.4. Prosecure does not represent itself as an insurer for any person, people, life, or property of the client or possible claimants through the client by delivering equipment and or services to the client.
9.5. Prosecure is not liable for any breaches, damage, or injuries suffered by the client and/or the client's clients as a result of any unforeseeable acts and/or negligent acts by any of Prosecure's employees or Prosecure's sub-contractors, whether directly or indirectly.
9.6. If it is proven that Prosecure's employees caused actual quantifiable economic loss as a result of their negligence, Prosecure's liability is limited to the contract price of the goods and services. In no event shall Prosecure be liable for any loss (whether direct or indirect) of profits, business, or anticipated savings, or for any other indirect or consequential loss.
9.7. The client acknowledges that it is critical to Prosecure's business that the client does not tempt, solicit, or offer employment to any of Prosecure's employees. The client further recognises and accepts that if the client violates this portion of the agreement, Prosecure is entitled to reimbursement in the form of a recruitment fee equal to 15% of the new gross income of the employee.
9.8. The client waives any right to rescind or terminate any contract with Prosecure, or to sue for damages or restitution if Prosecure makes an unintended misrepresentation to the client, and the client understands that the goods are purchased exclusively on the basis of the client's ability and judgement.
9.10. By using our camera and alarm systems, you agree to our remote access capabilities and understand that we may access your system feeds and recordings remotely.
10. VARIATIONS
10.1. Prosecure will not be bound by any revisions of these terms and conditions unless they are in written and signed by both parties to the contract.
11. NOTICE
11.1. Any notification required by this agreement must be in writing and sent by prepaid letter, document exchange, or email.
12. PERSONAL PROPERTY SECURITIES ACT 1999 l"PPSA")
12.1. Upon assenting to these terms and conditions in writing, the client acknowledges and accepts that:
12.1.1. for the purposes of the PPSA, these terms and conditions constitute a security agreement; and
12.1.2. all goods previously supplied by Prosecure to the client (if any) and all goods that Prosecure will supply to the client in the future are subject to a security interest.
12.2. The client agrees to:
12.2.1. sign any further documents and/or submit any other information that Prosecure may reasonably demand to register a financing statement or financing change statement on the Personal Property Securities Register (such information must be comprehensive, accurate, and up-to-date in all respects);
12.2.2. indemnify and refund Prosecure for any expenditures incurred in registering a financing statement or financing change statement on the Personal Property Securities Register, or in releasing any goods invoiced thereunder, and;
12.2.3. without Prosecure's previous written consent, register a financing change statement or change demand.
12.3. The client and Prosecure agree that the PPSA sections 114(1)(a), 133, and 134 do not apply to these terms and conditions.
12.4. The client waives its debtor rights under the PPSA sections 116,120(2),121,125, 126,127,129, 131, and 132.
12.5. Unless Prosecure agrees differently in writing, the client waives his or her right to request a verification statement under Section 148 of the PPSA.
12.6. Any actions done by Prosecure under articles 12.1 to 12.5 must be unconditionally ratified by the client.
13. CONSUMER GUARANTEES ACT1993
13.1. If the client is purchasing goods for a trade or business, the client understands that the Consumer Guarantees Act of 1993 does not apply to Prosecure's delivery of goods to the client.
14. SECURITY AND CHARGE
14.1. Regardless of anything contained herein to the contrary or any other rights that Prosecure may have:
14.1.1. if the client and/or the Guarantor (if any) own land, realty, or any other asset capable of being charged, both the client and the Guarantor agree to mortgage and/or charge all of their joint and/or several interests in the said land, realty, or any other asset to Prosecure or Prosecure's nominee to secure all amounts and other monetary obligations payable under these terms and conditions. Prosecure (or Prosecure's nominee) shall be entitled to lodge, where appropriate, a caveat, such caveat shall be withdrawn once all payments and other monetary obligations payable hereunder have been met; the Client and/or the Guarantor recognise and accept that;
14.1.2. should Prosecure choose to proceed in accordance with this paragraph and/or its sub-clauses, the client and/or Guarantor shall indemnify Prosecure from and against all of Prosecure's expenses and expenditures, including solicitor and own client legal fees; and
14.1.3. Prosecure or Prosecure's nominee will act as the client's and/or guarantor's genuine and lawful attorney to undertake all necessary acts to give effect to the terms of this paragraph 14.
15. PRIVACY ACT1993
15.1. The client and any guarantor(s) (if applicable) authorise Prosecure to:
15.1.1. gather, keep, and use any information about the client in order to assess the client's creditworthiness or market products and services to the client; and
15.1.2. disclose information about the client to any other credit provider or credit reporting agency for the purposes of providing or obtaining a credit reference, debt collection, or notifying a default by the client, whether collected directly from the client or obtained from any other source by Prosecure.
15.2. The authorities under section 15.1.1 are authorities or consents for the purposes of the Privacy Act 1993 if the client and/or guarantors are individuals.
15.3. The client and/or guarantors shall have the right to seek a copy of the information kept by Prosecure about the client and/or guarantors, as well as the right to request that Prosecure update any inaccurate information held by Prosecure about the client and/or guarantors.
16. DISPUTES
16.1. Any dispute arising from Prosecure's provision of equipment or services to the client shall be referred to the sole arbitration of a suitably qualified person to be agreed upon by Prosecure and the client, or, in the absence of agreement, appointed by the President of the New Zealand Law Society at the time. The Arbitration Act 1992, or any re-enactment modification or amendment thereto, shall govern the arbitration.
17. FORCE MAJEURE
17.1. Should any cause beyond Prosecure's control, such as a government or other authority's order, strike, lockout, labour dispute, delays in transit, accident, emergency, earthquake, act of God, or other contingency, interfere with Prosecure's delivery and or provision of services, or the performance of any of Prosecure's obligations under this agreement, Prosecure shall be entitled to suspend its performance of an obligation at its sole discretion.
18. ACCEPTANCE
18.1. If more than one client has engaged into this agreement, each client is jointly and severally accountable for any price payments.
18.2. Any proposed change of ownership of the client, any change in the client's name, and/or any other change in the client's details (including but not limited to changes in the client's address, email address, or business practice) must be communicated to Prosecure in writing at least fourteen (14) days in advance. Any loss sustained by Prosecure as a result of the client's failure to comply with this provision is the client's responsibility.
19. GENERAL
19.1. The validity, existence, legality, and enforceability of the other sections will not be affected, prejudiced, or impaired if any provision of these terms and conditions is found to be invalid, void, unlawful, or unenforceable.
19.2. These terms and conditions, as well as any contract to which they apply, are governed by New Zealand law and are subject to the jurisdiction of New Zealand courts.
19.3. Any payments owing or claimed to be owed to the Client Prosecure shall not be allowed to be taken off against or deducted from the Price.
19.4. Without the client's consent, Prosecure has the right to licence or subcontract all or part of its rights and duties.
19.5. At any time, Prosecure retains the right to revise these terms and conditions. If any changes to these terms and conditions are made as a result of this review, they will take effect on the date that Prosecure notifies the customer of the change.
19.6. The provisions of the Contractual Remedies Act 1979 will apply to this contract as if section 15(d) had not been included in the Act.
19.7. Prosecure's failure to enforce any provision of these terms and conditions will not be construed as a waiver of that provision, nor will it affect Prosecure's ability to enforce that provision in the future.