“Safegard” shall mean Safegard Alarms Ltd, its successors and assignees or any person acting on behalf of and with the authority of Safegard Alarms Ltd.
“Client” means the person/s buying the Products as specified in any invoice, document or order, and if there is more than one Client is a reference to each Client jointly and severally.
“Products” means all Products or Services (including monitoring services) supplied by Safegard to the Client at the Client’s request from time to time (where the context so permits the terms ‘Products’ or ‘Services’ shall be interchangeable for the other).
“Extra Work” means work authorised by the Client, and carried out by Safegard, for which an extra charge is payable at Safegard’s normal rates in addition to Services accepted by the Client in a written quotation (Extra Work includes service work undertaken on a ‘do and charge’ basis and is not necessarily specified as exclusions in any quotation).
“Charges” shall mean the price payable for the Products as agreed between Safegard and the Client in accordance with clause 4 of the Terms and Conditions.
The Client is taken to have exclusively accepted and is immediately bound, jointly and severally, by these terms and conditions if the Client places an order for Products, or accepts Delivery.
These terms and conditions may only be amended with Safegard’s consent in writing and shall prevail to the extent of any inconsistency with any other document or agreement between the Client and Safegard.
The Client shall give Safegard not less than fourteen (14) days prior written notice of any proposed change of ownership of the Client and/or any other change in the Client’s details (including but not limited to, changes in the Client’s name, address, contact phone or fax number/s, or business practice). The Client shall be liable for any loss incurred by Safegard as a result of the Client’s failure to comply with this clause.
At Safegard’s sole discretion the Charges shall be either:
as indicated on any invoice provided by Safegard to the Client; or
the Charges as at the date of Delivery according to Safegard’s current price list; or
Safegard’s quoted Charges (subject to clause 5) which will be valid for the period stated in the quotation or otherwise for a period of thirty (30) days;
as specified in the Monitoring Agreement, subject to clauses 5 and 22.
At Safegard’s sole discretion, a non-refundable deposit may be required.
Time for payment for the Products being of the essence, the Charges will be payable by the Client on the date/s determined by Safegard, which may be:
by way of instalments/progress payments in accordance with Safegard’s payment schedule;
twenty (20) days following the end of the month in which a statement is posted to the Client’s address or address for notices; or
the date specified on any invoice or other form as being the date for payment;
failing any notice to the contrary, the date which is seven (7) days following the date of any invoice given to the Client by Safegard.
Payment may be made by cash, cheque, bank cheque, electronic/on-line banking, credit card (plus a surcharge of up to two percent (2%) of the Charges), or by any other method as agreed to between Safegard and the Client.
Unless otherwise stated the Charges do not include GST. In addition to the Charges the Client must pay to Safegard an amount equal to any GST Safegard must pay for any supply by Safegard under this or any other agreement for the sale of the Products. The Client must pay GST, without deduction or set off of any other amounts, at the same time and on the same basis as the Client pays the Charges. In addition the Client must pay any other taxes and duties that may be applicable in addition to the Charges except where they are expressly included in the Charges.
Receipt by Safegard of any form of payment shall not be deemed to be payment until that form of payment has been honoured, cleared or recognised, and until then Safegard’s ownership or rights in respect of the Products, and this agreement, shall continue.
Safegard reserves the right to change the Charges in the event of a variation to Safegard’s quotation. Any variation from the plan of scheduled Services or specifications of Products (including, but not limited to, any variation as a result of Extra Work required due to unforeseeable problems with the site which are only revealed when undertaking the Services, such as any existing cabling which does not comply with New Zealand standards and causes the new installation to be non-compliant, or as a result of increases to Safegard in the cost of materials and labour) will be detailed in writing and charged for on the basis of Safegard’s quotation and will be shown as variations on the invoice. Payment for all variations must be made in full at their time of completion.
Repairs and replacement parts are considered Extra Work, except in the event that such work is completed under any warranty afforded either by Safegard or the manufacturer.
Delivery of the Products (“Delivery”) is taken to occur at the time that Safegard (or Safegard’s nominated carrier) delivers the Products to the Client’s nominated address, even if the Client is not present at the address.
At Safegard’s sole discretion, the costs of Delivery are included in the Charges.
Any time or date given by Safegard to the Client is an estimate only. The Client must still accept Delivery even if late and Safegard will not be liable for any loss or damage incurred by the Client as a result of the Delivery being late.
The Client shall provide, at the Client’s cost, mains power connection so as to enable installation and/or service work to be undertaken at the premises.
Unless otherwise agreed by Safegard in writing:
any telecommunications connection required for the installation and/or maintenance of a security system will be arranged and paid for by the Client;
system maintenance services are considered Extra Work.
If Safegard retains ownership of the Products nonetheless, all risk for the Products passes to the Client on Delivery.
The Client accepts that all Products installed at or attached to their premises are:
for monitoring and detection purposes only and should not be regarded as life saving devices; and
do not guarantee that the site will be free from malicious damage or loss caused by attack and/or breaking or entering.
It shall be the Client’s responsibility:
to ensure the Products are tested and maintained to full operational condition; and
for all phone calls emanating from the alarm panel; and
to ensure all electronically protected areas are free from obstacles which may impair the operation of the Products.
The Client acknowledges that in the event asbestos or any other toxic substances are discovered during the installation that it is the Client’s responsibility to ensure the safe removal of the same. The Client further agrees to indemnify Safegard against any costs incurred by Safegard as a consequence of such discovery. Under no circumstances will Safegard handle removal of any asbestos product.
The Client shall ensure that Safegard has clear and free access to the work site at all times to enable them to deliver the Services. Safegard shall not be liable for any loss or damage to the site (including, without limitation, damage to pathways, driveways and concreted or paved or grassed areas) unless due to the negligence of Safegard. The Client agrees to ensure that the premises shall at all times be a safe working environment and (without limitation) shall not contain asbestos or any other such similar hazard of any infections or building disease.
Safegard and the Client agree that ownership of the Products shall not pass until:
the Client has paid Safegard all amounts owing for the particular Products; and
the Client has met all other obligations due by the Client to Safegard in respect of all contracts between Safegard and the Client.
It is further agreed that, until such time as ownership of the Products shall pass from Safegard to the Client as per clause 9.1:
where practicable, the Products shall be kept separate and identifiable until Safegard shall have received payment and all other obligations of the Client are met; and
Safegard may give notice in writing to the Client to return the Products or any of them to Safegard. Upon such notice the rights of the Client to obtain ownership or any other interest in the Products shall cease; and
Safegard shall have the right of stopping the Products in transit whether or not Delivery has been made; and
if the Client fails to return the Products to Safegard then Safegard or Safegard’s agent may (as the invitee of the Client) enter upon and into land and premises owned, occupied or used by the Client, or any premises where the Products are situated and take possession of the Products.
Upon assenting to these terms and conditions in writing the Client acknowledges and agrees that:
these terms and conditions constitute a security agreement for the purposes of the PPSA; and
a security interest is taken in all Products and/or collateral (account) – being a monetary obligation of the Client to Safegard for Services – previously supplied (if any), and that will be supplied in the future, by Safegard to the Client.
The Client undertakes to:
sign any further documents and/or provide any further information (such information to be complete, accurate and up-to-date in all respects) which Safegard may reasonably require to register a financing statement or financing change statement on the Personal Property Securities Register;
indemnify, and upon demand reimburse, Safegard for all expenses incurred in registering a financing statement or financing change statement on the Personal Property Securities Register or releasing any registration made thereby;
not register a financing change statement or a change demand without the prior written consent of Safegard; and
immediately advise Safegard of any material change in its business practices of selling the Products which would result in a change in the nature of proceeds derived from such sales.
Safegard and the Client agree that nothing in sections 114(1)(a), 133 and 134 of the PPSA shall apply to these terms and conditions.
The Client waives its rights as a debtor under sections 116, 120(2), 121, 125, 126, 127, 129, 131 and 132 of the PPSA.
Unless otherwise agreed to in writing by Safegard, the Client waives its right to receive a verification statement in accordance with section 148 of the PPSA.
The Client shall unconditionally ratify any actions taken by Safegard under clauses 10.1 to 10.5.
In consideration of Safegard agreeing to supply Products, the Client charges all of its rights, title and interest (whether joint or several) in any land, realty or other assets capable of being charged, owned by the Client either now or in the future, to secure the performance by the Client of its obligations under these terms and conditions (including, but not limited to, the payment of any money).
The Client indemnifies Safegard from and against all Safegard’s costs and disbursements including legal costs on a solicitor and own client basis incurred in exercising Safegard’s rights under this clause.
The Client irrevocably appoints Safegard and each director of Safegard as the Client’s true and lawful attorney/s to perform all necessary acts to give effect to the provisions of this clause 9 including, but not limited to, signing any document on the Client’s behalf.
The Client hereby disclaims any right to rescind, or cancel any contract with Safegard or to sue for damages or to claim restitution arising out of any inadvertent misrepresentation made to the Client by Safegard and the Client acknowledges that the Products are bought relying solely upon the Client’s skill and judgment.
The Client shall inspect the Products on Delivery and shall within ten (10) days of such time (being of the essence) notify Safegard of any alleged defect, error or omission, shortage in quantity, damage or failure to comply with the description or quote. The Client shall afford Safegard an opportunity to inspect the Products within a reasonable time following such notification if the Client believes the Products are defective in any way. If the Client shall fail to comply with these provisions the Products shall be presumed to be free from any defect or damage. For defective Products, which Safegard has agreed in writing that the Client is entitled to reject, Safegard’s liability is limited to either (at Safegard’s discretion) replacing the Products or repairing the Products.
Returns will only be accepted provided that:
the Client has complied with the provisions of clause 13.1; and
Safegard has agreed in writing to accept the return of the Products; and
the Products are returned at the Client’s cost within ten (10) days of the date of Delivery; and
Safegard will not be liable for Products which have not been stored or used in a proper manner; and
the Products are returned in the condition in which they were delivered and with all packaging material, brochures and instruction material in as new condition as is reasonably possible in the circumstances.
Safegard may (in its absolute discretion) accept non-defective Products for return, in which case Safegard may require the Client to pay handling fees of up to twenty-five percent (25%) of the value of the returned Products, plus any freight costs. However, subject to clause 13.1, non-stocklist items, or Products made to the Client’s specifications, are under no circumstances acceptable for credit or return.
Subject to the conditions of warranty set out in clause 13.5, Safegard warrants that if any defect in any workmanship of Safegard becomes apparent and is reported to Safegard within three (3) years of the date of Delivery (time being of the essence) then Safegard will either (at Safegard’s sole discretion) replace or remedy the workmanship.
The conditions applicable to the warranty given by clause 13.4 are:
the warranty shall not be applicable to batteries;
the warranty shall not cover any defect or damage which may be caused or partly caused by or arise through:
failure on the part of the Client to properly maintain the Products; or
failure on the part of the Client to follow any instructions or guidelines provided by Safegard; or
any use of the Products otherwise than for any application specified on a quote or order form; or
the continued use of the Products after any defect becomes apparent or would have become apparent to a reasonably prudent operator or user; or
fair wear and tear, any accident or act of God.
the warranty shall cease and Safegard shall thereafter in no circumstances be liable under the terms of the warranty if the workmanship is repaired, altered or overhauled without Safegard’s consent.
in respect of all claims Safegard shall not be liable to compensate the Client for any delay in either replacing or remedying the workmanship or in properly assessing the Client’s claim.
For Products not manufactured by Safegard, the warranty shall be the current warranty provided by the manufacturer of the Products. Safegard shall not be bound by nor be responsible for any term, condition, representation or warranty other than that which is given by the manufacturer of the Products.
If the Client is acquiring Products for the purposes of a trade or business, the Client acknowledges that the provisions of the Consumer Guarantees Act 1993 do not apply to the supply of Products by Safegard to the Client.
Where Safegard has designed, drawn or developed Products for the Client, then the copyright in any designs and drawings and documents shall remain the property of Safegard.
The Client warrants that all designs, specifications or instructions given to Safegard will not cause Safegard to infringe any patent, registered design or trademark in the execution of the Client’s order and the Client agrees to indemnify Safegard against any action taken by a third party against Safegard in respect of any such infringement.
The Client agrees that Safegard may (at no cost) use for the purposes of marketing or entry into any competition, any documents, designs, drawings or Products which Safegard has created for the Client.
Interest on overdue invoices shall accrue daily from the date when payment becomes due, until the date of payment, at a rate of two and a half percent (2.5%) per calendar month (and at Safegard’s sole discretion such interest shall compound monthly at such a rate) after as well as before any judgment.
If the Client owes Safegard any money the Client shall indemnify Safegard from and against all costs and disbursements incurred by Safegard in recovering the debt (including but not limited to internal administration fees, legal costs on a solicitor and own client basis, Safegard’s collection agency costs, and bank dishonour fees).
Without prejudice to any other remedies Safegard may have, if at any time the Client is in breach of any obligation (including those relating to payment) under these terms and conditions Safegard may suspend or terminate the supply of Products to the Client (including suspending or terminating the monitoring of the Client’s alarm system after giving the Client five (5) working days’ notice in writing). Safegard will not be liable to the Client for any loss or damage the Client suffers because Safegard has exercised its rights under this clause.
Without prejudice to Safegard’s other remedies at law Safegard shall be entitled to cancel all or any part of any order of the Client which remains unfulfilled and all amounts owing to Safegard shall, whether or not due for payment, become immediately payable if:
any money payable to Safegard becomes overdue, or in Safegard’s opinion the Client will be unable to make a payment when it falls due;
the Client becomes insolvent, convenes a meeting with its creditors or proposes or enters into an arrangement with creditors, or makes an assignment for the benefit of its creditors; or
a receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of the Client or any asset of the Client.
Safegard may cancel any contract to which these terms and conditions apply or cancel Delivery at any time before the Products are delivered by giving written notice to the Client. On giving such notice Safegard shall repay to the Client any sums paid in respect of the Charges. Safegard shall not be liable for any loss or damage whatsoever arising from such cancellation.
In the event that the Client cancels Delivery the Client shall be liable for any and all loss incurred (whether direct or indirect) by Safegard (including, but not limited to, any loss of profits) up to the time of cancellation.
The Client authorises Safegard or Safegard’s agent to:
access, collect, retain and use any information about the Client;
(including any overdue fines balance information held by the Ministry of Justice) for the purpose of assessing the Client’s creditworthiness; or
for the purpose of marketing goods and services to the Client.
disclose information about the Client, whether collected by Safegard from the Client directly or obtained by Safegard from any other source, to any other credit provider or any credit reporting agency for the purposes of providing or obtaining a credit reference, debt collection or notifying a default by the Client.
Where the Client is an individual the authorities under clause 18.1 are authorities or consents for the purposes of the Privacy Act 1993.
The Client shall have the right to request Safegard for a copy of the information about the Client retained by Safegard and the right to request Safegard to correct any incorrect information about the Client held by Safegard.
Where the Client has left any item with Safegard for repair, modification, exchange or for Safegard to perform any other service in relation to the item (including, but not limited to, any information such as data, codes, keys and access cards, (etc.) pertaining to the Client) and Safegard has not received or been tendered the whole of any moneys owing to it by the Client, Safegard shall have, until all moneys owing to Safegard are paid:
a lien on the item; and
the right to retain or sell the item, such sale to be undertaken in accordance with any legislation applicable to the sale or disposal of uncollected goods.
The lien of Safegard shall continue despite the commencement of proceedings, or judgment for any moneys owing to Safegard having been obtained against the Client.
Safegard shall be under no obligation to release any such items to the Client if the Client is in default of payment except as may be required by any law or statute.
The failure by Safegard to enforce any provision of these terms and conditions shall not be treated as a waiver of that provision, nor shall it affect Safegard’s right to subsequently enforce that provision. If any provision of these terms and conditions shall be invalid, void, illegal or unenforceable the validity, existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired.
These terms and conditions and any contract to which they apply shall be governed by the laws of New Zealand and are subject to the jurisdiction of the Lower Hutt Court of Wellington, New Zealand.
Safegard shall be under no liability whatsoever to the Client for any indirect and/or consequential loss and/or expense (including loss of profit) suffered by the Client arising out of a breach by Safegard of these terms and conditions (alternatively Safegard’s liability shall be limited to damages which under no circumstances shall exceed the Charges).
The Client shall not be entitled to set off against, or deduct from the Charges, any sums owed or claimed to be owed to the Client by Safegard nor to withhold payment of any invoice because part of that invoice is in dispute.
Safegard may license or sub-contract all or any part of its rights and obligations without the Client’s consent.
The Client agrees that Safegard may amend these terms and conditions at any time. If Safegard makes a change to these terms and conditions, then that change will take effect from the date on which Safegard notifies the Client of such change. The Client will be taken to have accepted such changes if the Client makes a further request for Safegard to provide Products to the Client.
Neither party shall be liable for any default due to any act of God, war, terrorism, strike, lock-out, industrial action, fire, flood, storm or other event beyond the reasonable control of either party.
The Client warrants that it has the power to engage Safegard’s services and has obtained all necessary authorisations to allow it to do so, it is not insolvent and that such engagement creates binding and valid legal obligations on it.
At Safegard’s sole discretion, or unless otherwise agreed or stated in writing, the Client must commit to Safegard’s minimum term (as specified in the Monitoring Agreement) for standard alarm monitoring with Safegard.
Upon expiration of the Contract Term, this agreement will continue on a month-to-month basis, subject to termination by either party with one (1) months prior written notice.
In the event this agreement is terminated by the Client prior to expiration of the Contract Term, the Client shall incur a termination fee equal to the remaining expected monitoring Charges which would fulfil the agreement’s commitment.
The Charges are conditional upon Safegard’s prior assessment of the nominated premises; confirmation that the existing system can be unlocked and suitable for purposes of detection and monitoring (e.g. re-programming and testing of the system), and that access to an operational phone line in practicable Any additional parts, batteries, components or technical work (e.g. maintenance, phone line preparation, etc.) required for monitoring setup will be considered Extra Work and charged at Safegard’s specified rates.
Safegard reserves the right to increase the Charges at any time, provided the Client receives one (1) months prior written notice.
Subject to the conditions of this agreement, alarm responses and patrol services may be considered Extra Work and charged at Safegard’s specified rates.
To ensure the system will continue to provide protection in the event of a mains supply failure, Safegard requires the Client to have a lead acid 7Ahr battery changed every two (2) years, the cost of which is not included in the Charges.
The cost of the associated annual or biannual service is not included in the Charges.
The Client shall immediately advise Safegard, in writing, in the event of any changes to their contact details or alarm response requirements.
The Client shall, at their own cost, maintain the alarm in good working order and in accordance with the manufacturer’s requirements (including, but not limited to, replacing batteries on a timely basis). The obligation of Safegard to provide the Services and to action alarm signals, are conditional upon the alarm being operational, in accordance with the manufacturer’s requirements, and to the satisfaction of Safegard.
The Client cannot transfer, or attempt to transfer, the right to receive the Services or any other right to any other party.
Upon termination or expiry of the Contract Term:
it is the Client’s responsibility to ensure that an alternative service is arranged, if required, and the panel is deprogrammed to stop reporting to Safegard; and
Safegard will not be responsible for any communication costs; and
any signals received after the termination or expiry of the Contract Term will not be actioned by Safegard.
The Client agrees that any costs associated with the provision of any services by the Police, Ambulance, Fire or other emergency services to the Client’s monitored premises shall be met by the Client.
Safegard will respond to an alarm condition as follows:
Safegard will phone the monitored premises, request the Client’s password and also verify whether or not a genuine alarm condition exists;
in the event Safegard cannot contact the Client (or their nominated agent) at the monitored premises, Safegard will endeavour to contact the Client via the alternative contact numbers, in priority order, as supplied by the Client;
if Safegard is still unable to contact the Client, Safegard will contact and dispatch a security patrol to the nominated premises, who will undertake to investigate externally the cause of the alarm, ensure the property is secure and report any signs of forced entry to Safegard and the Police. Safegard will advise the Client of the results of the security patrol’s investigation as soon as practically possible;
when an emergency or “panic” alarm is received, Safegard will also contact the Police;
for an AC power failure, Safegard will phone the monitored premises, and if there is no answer the signal will be checked again in twenty-four (24) hours to see if the power has been restored;
for a low battery warning, Safegard will notify the Client that a technician needs to attend the nominated premises to replace the battery. Subject to the classification of the agreement, the cost of such replacement (battery, labour and travel) will be in addition to the Charges.
Whilst Safegard shall endeavour to provide a timely response to actionable alarm signals, no warranty is given by Safegard that patrol response will be available at any time, if at all. Safegard shall not be liable for any loss or damage the Client may suffer in connection with any response or the absence of any alarm response.
In the event that the premises is found to have been violated and the Client contact is unable to be contacted by phone, the Client authorises Safegard to arrange for the security patrol to remain on the premises as an agent if necessary, if Safegard considers it necessary, until the Client is contacted and Safegard is given instructions. Alternatively, Safegard is authorised to arrange temporary services to secure the premises with the Client agreeing to pay for such services as per clause 24.4.
The Client accepts and acknowledges that in the event Safegard acts as an agent on behalf of the Client with a third party, (including but not limited to locksmiths and/or glaziers) the Client agrees to honour their obligation for payment for such transactions invoiced by the third party and shall ensure payment is made by the due date, thereby not limiting Safegard in their obligations for payment as agents acting on behalf of the Client to third parties.
Safegard may be unable to monitor the system in the event of a communication failure between the alarm panel in the Client’s premises and the monitoring centre, Failures of this nature may be malicious or otherwise. The Client acknowledges that Safegard’s obligation to action alarm events is suspended at any time the communications link is disrupted between the Client’s premises and Safegard’s monitoring room.
Safegard undertakes to, in the case of false alarms during the Contract Term, promptly attend the monitored premises and adjust the settings of the system to prevent it from occurring again, at no additional cost, provided the alarm was installed by Safegard and is still under guarantee. If Safegard did not supply and install the system:
they cannot guarantee the future performance thereof because of issues of age or technical quality; and
any attendance and adjustment shall be charged additionally to the Client at Safegard’s specified rates; and
if the sensor needs to be replaced the cost price will be quoted to the Client by Safegard.
The Client acknowledges that the provision of the Services may not prevent unlawful entry to the designated site occurring and accordingly the Client accepts that loss or damage to property and death or injury to persons may occur even though Safegard’s obligations under this agreement have been satisfied.
The Client accepts and acknowledges that Safegard during the course of the Monitoring Service:
Safegard’s employees shall not be required to carry out any duties of an illegal or strike breaking nature; and
Safegard is not an insurer of the premises and it is advisable for the Client to effect and maintain all normal and prudent insurance policies in respect of all usual risks including fire, burglary, theft and consequential loss or damage; and
systems relating to security of premises are deterrents only and Safegard does not represent that those systems will protect the Client against theft, burglary and house breaking.
The Client hereby disclaims any right to sue for damages or to claim restitution arising out of any inadvertent misrepresentation made to the Client by Safegard and the Client acknowledges that the Services are acquired relying solely upon the Client's skill and judgment.
Insofar as the Client, notwithstanding provisions of this clause, may have any claim for damages against Safegard, its servants or agents either in contract or in tort and whether arising from negligence or otherwise (it being the intention of this clause that no such damages may be recovered) the same shall be limited to an amount equal to the sum of three (3) months Charges actually paid by the Client in respect of that portion of the particular Services which gave rise to such claim.
To be covered your alarm must of been installed by Safegard Alarms and be covered under guarantee, otherwise you will be required to cover charges.
This can be caused by, but not limited to:
1. a wiring fault
2. a fault with the sensor
In order to fix false alarms we will need to agree on an appointment time that works for both Safegard and the client, and we will require access to the property during office hours.
If we can’t fix the issue, within a reasonable time frame due to the property being inaccessible, and the false alarms continue, then this may result in guard callout charges.