1300 136 102

Terms and Conditions

(a) Southern Cross Protection Pty Ltd (“the Company”) shall, subject to this Agreement, provide the Security Services to the Customer for the fees as set out under the Scope of Security Services on the first page of this Agreement (“the Fee”).

(b The Customer shall pay the Company the Fee within 14 days of the date of invoice. All Fees are due one month in advance.

(c) The Fee may be varied by the Company from time to time by the percentage equal to the percentage increase in the total of all wages, vehicle acquisition and maintenance costs and other costs whether direct or indirect involved in the performance of the Security Services by the Company.  Such variations shall be determined by the Company in its absolute discretion and apply from the date such increase in costs occurred.

(d) The Company may vary the specific Service offerings in the Proposal Specification from time to time in its absolute discretion, and in such instances, the Fee will be varied accordingly.

(e) The Company shall be entitled to charge interest on any monies overdue.  The rate of interest applying from (and including) the due date for payment is the rate 4% per annum above the 60 day Bank Bill Swap Reference Rate last published on or before that day in The Australian Financial Review (or if no such rate has been published, another rate set by the Company in good faith).  Interest accrues daily from (and including) the due date to (but excluding) the date of actual payment and is calculated on actual days elapsed and a year of 365 days.

(f)  The Customer may not set off or contract charge any monies owing under this Agreement.

(g) Alarm Response Services are provided upon request. Each attendance at any Customer Premises in response to  an alarm activation constitutes an event. Each event will be charged at the rate set out under the Proposal Specification as part of this Agreement. The Company makes no warranty as to response times or loss prevention with regard to the provision of Alarm Response Services.

(h) Where the Customer requests the Company to carry out any additional work not covered by the terms of this Agreement then the additional work shall be subject to these terms unless expressly otherwise provided and the Fee shall be increased by the amount quoted for such extra work, or if no fee is quoted, an amount calculated at the Company’s standard rates.

(i) The Company’s employees shall not be required to carry out any illegal duties of a strike breaking nature.

(a)  This Agreement shall commence on the commencement date (or, if not stated, within a reasonable period) and continue for the period specified on the first page of this Agreement, or if no period specified, shall continue for a period of 24 months ("the Initial Term"), and unless terminated in accordance with this Agreement shall continue until terminated by either party on giving the other party not less than 1 month’s written notice from the end of the month in which the notice is given.

(b) The Company may terminate this Agreement immediately if, in its absolute discretion, the provision of the Security Services at any of the Customer Premises posses a risk to any of the Company’s employees.

(c) If either party breaches any terms of this Agreement and fails to remedy or make good the breach within 14 days of the giving of notice to remedy that breach then the other party shall be entitled to immediately terminate this Agreement.  The Company may also immediately terminate this Agreement by notice if it has reasonable grounds to believe the Customer is insolvent.

1. Liability

(a) This Agreement shall be subject to any rights conferred upon the Company and the Customer by the Trade Practices Act 1974 or similar legislation which cannot by agreement or otherwise be excluded, restricted or modified.  Where any warranty or condition cannot be excluded then liability shall be limited to the payment of the cost of resupply of any services in breach of such warranty or condition.

(b) Subject to clause 3(a) the Company will not be liable to the Customer for:

(i) failing to carry out any of the Security Services as a consequence of strikes, labour disputes, fires, floods, other extreme weather conditions, accidents, invasions, riots, mobs, wars, national emergencies, significant or sustained disruption to power services, embargoes or restraints or any other circumstances beyond the reasonable control of the Company such as unusually high occurrence of Alarm Responses;

(ii) any indirect, consequential, special or economic loss, cost or liability; or

(iii) any loss of profit, loss of use, loss of income, loss of rental or other benefit, loss of production, loss of actual or potential business opportunity or loss to reputation; or

(iv) any loss or damage suffered by the Customer except if such loss or damage is caused solely by the negligence of the Company or its employees.

(c) Patrol Services are included as part of the Security Services.  Patrol services are shared with other customers of the Company and the Customer agrees and acknowledges that exceptionally busy periods and/or unforeseen circumstances may occasionally prevent attendance at a Customer Site.  The Company shall have no liability to the Customer in respect of any non-performance or delays in delivery of any Patrol Services so caused.

(d) The Company shall monitor the performance of Security Services and make available within 1 month of the end of each Quarter reports confirming the number of Premises visits during the immediately proceeding Quarter. The report shall detail actual service performance against the Target Performance Level of 260 visits per Quarter, which such target performance may be varied in the absolute discretion of the Company to take into account events and or circumstances as outlined at clauses 3(b)i and 3(c).

(e) The rebate payable under the Service Guarantee to Customers shall be calculated as follows:

Step 1      Subtract the subscription component from the Fee. Divide this amount by the Target Performance Level for the applicable Quarter. This number is the Call Component.

Step 2     Calculate the Non Performance Level by subtracting the actual number of visits from the Target Performance Level for the applicable Quarter.

Step 3     Calculate the Service Guarantee rebate amount by multiplying the Non Performance Level by the Call Component.

(f) In any event, subject to clause 3(a), liability of the Company whether in contract, tort (including negligence) or otherwise will be limited to a maximum amount equal to the Fee payable, in respect of the aggregate of all claims arising out of or in relation to any one event or series of events.

(g) Subject to clause 3(a) the Customer shall notify the Company in writing of any claim within 7 days of the day upon which the Customer became aware of or ought to have become aware of the existence of such claim.  If no such notice is given the Customer will be deemed to have waived and abandoned completely any such claim which after the expiration of such period of 7 days shall not be allowable or admitted.  Time shall be of the essence of this clause.

(h) The Customer shall keep the Company indemnified at all times against any loss arising from claims made against the Company by any party with respect to any theft, loss, damage, destruction, death or injury occurring on the Site arising out of or in any way in relation to the provision or failure to provide the Security Services except in the case of negligence on the part of the Company, its employees or agents.

(i) The Company shall to the maximum extent permitted by law have no liability whatsoever to the Customer in respect of any act or omission on its part for any work required to be undertaken by the Company pursuant to this Agreement if the circumstances or event which would otherwise give rise to liability occurs at a time when the Customer is in breach of its payment obligations to the Company.  

(i) Variation. These terms and conditions set out the whole agreement between the parties relating to the subject matter of this agreement and shall not be varied or modified in any way except by written agreement between the parties.

(ii) Notice. Any notice to be given under this agreement must be signed by the party giving the notice or a duly authorised officer.  It may be served by delivering the notice personally or by mail or facsimile to the usual or last known address or facsimile number.

(iii) Company may Subcontract. The Company has the right to subcontract its rights and obligations under this Agreement.

(iv) Site Safety. The Customer warrants that the Site is a safe place of work and free of harmful materials, infections or building diseases.

     (v) Goods in Transit. The Company and the Customer hereby expressly acknowledge and agree that in respect of any services undertaken by the Company involving the transport and/or delivery of goods including cash and/or other valuables on the Customer’s behalf.

(j)      the Customer shall take out adequate insurance to protect the goods against all usual risks while under the Company’s care and control; and

(k)     the Company shall have no liability whatsoever to the Customer in the event of the loss of all or any part of the goods whether or not such loss is attributable to any act or omission, negligent or otherwise, of the Company in the performance or purported performance of its duties under this Agreement unless and then subject always to clauses 3(b) and 7 the Company has at the time of collection verified and confirmed the value of the goods presented for transport and/or delivery and through its authorised representative signed and delivered to the Customer an acknowledgement to that effect and the loss is directly attributable to a negligent act or omission of the Company.

1. GST

(a)    Where a supply under these terms and conditions is or becomes subject to a GST, an amount equal to the GST paid or payable in respect of that supply shall be added to the amount exclusive of GST paid or payable for that supply under these terms and conditions.

(b)     The provisions contained in sub-clause (a) apply notwithstanding any other clause of these terms and conditions whatsoever;

(c)      Each party agrees to do all things, including providing invoices and other documentation, that may be necessary or desirable to enable or assist the other party to claim any credit, set-off, rebate or refund in relation to any amount of GST paid or payable in respect of any supply under these terms and conditions.

(d)     In this clause GST has the meaning it has in “A New Tax System (Goods and Services Tax) Act 1999 (Cwlth)”.

     (i) Waiver. The failure of the Company to exercise or any delay on exercising any right, power or privilege available to it under this Agreement will not operate as a waiver or preclude any other or further exercise of any right, power or privilege under this Agreement.

     (ii) Assignment. The Customer shall not assign its interests in this Agreement without the prior written consent of the Company. The Company may any time assign, sub-contract or license any part of its rights and obligations under this Agreement.

     (iii) Entry to Site. The Customer authorises the Company and its representatives to enter the Customer’s Site for the purpose of this Agreement.

     (iv) Applicable Law.  This Agreement shall be subject to the laws of the State or Territory in which the Site (or the majority of Sites) are located and the parties submit to the jurisdiction of the Courts of that State or Territory.  

     (v) Interpretation

“Emergency” means an occurrence at any Customer’s Site of which the Company's representative becomes aware during an attendance and which the representative reasonably believes could adversely affect the security of the Site. 

“Customer Contact” means the person or persons specified as persons to be contacted on case of Emergency on the first page of this Agreement.

“Patrol” means attendance at any Customer Site by the Company’s representatives in accordance with the site security brief in the Scope of Security Services (“the instructions”).

“Quarter” means each of the annual quarters as defined by the periods 1 January to 31 March, 1 April to 30 June, 1 July to 30 September and 1 October to 31 December.

“Service Guarantee” means the undertaking by the Company to rebate to Customers an amount representing the proportion of the Fee for any visits not provided in line with the Target Performance Level of 260 visits per Quarter (as amended) subject to the provisions of this Agreement.