Terms & Conditions – System Maintenance & Monitoring

Version 1.0 – effective date: 01 June 2008

Application of TermsThese Terms:
apply to security system maintenance and monitoring, any related services we perform for you, and the supply of any equipment in relation to those services;
prevail over any previous terms, representations or understandings, whether written or verbal; and
are subject to any special terms we offer you in writing.
Definitions Defined words have the following meanings:
AgreementMeans the Terms, together with all related forms, schedules, letters, and other materials relating to the Services which have been accepted by the Customer as specifying the Services;
Alarm ActivationMeans a situation where an alarm that is monitored pursuant to this Agreement is activated, regardless of the cause of activation;
Business HoursMeans the hours of 8:00am to 5:00pm on any week day that is not a public holiday;
ComponentRefers to any part of the Equipment, and includes both hardware and software;
Construction WorkHas the meaning given to it in section 6 of the Construction Contracts Act 2002;
Equipment Means the equipment, including hardware and software, that forms the Security System;
GSTHas the meaning given to it in the Goods and Services Tax Act 1985;
Payment ClaimMeans a progress payment claim made under section 20 of the Construction Contracts Act 2002.
Payment Schedule Means a payment schedule issued in accordance with section 21 of the Construction Contracts Act 2002;
PPSAMeans the Personal Property Securities Act 1999;
PremisesMeans the location at which the Services will be carried out;
ProposalMeans a document or series of documents specifying the work we will carry out for you which may include the Services we will carry out, and Equipment we will use, approximate timeframes and a quote or estimate, and may include emails, letters, or any other written document;
Security SystemMeans the security system that is to be maintained, monitored and/or serviced in accordance with these Terms;
ServicesMeans the services you instruct us to provide by approving our Proposal;
Services ScheduleMeans the Proposal, and any documents prepared by us, including forms completed by you, which set out the scope of the Services we will perform for you;
TermsMeans these terms and conditions, together with any special terms we offer you in writing;
ToolsMeans the tools and equipment we use to carry out the Services;
us/weMeans First City Care Limited, and its successors or assigns; and
youMeans the customer for whom the Services are to be carried out.
Services Schedule We will provide the Services specified in the Services Schedule, in accordance with these Terms, and any special terms agreed to in the Services Schedule.
TermUpon the expiry of any initial term specified in the Services Schedule, the Agreement will continue in force until either party has given 30 days’ written notice of termination.
Changes to Services Where you propose any alteration to the scope of the Services after you have approved the Services Schedule:
you must notify us in writing of your proposed alteration to the Services;
we will confirm whether or not we are able to accept your proposal, and provide you with an amended quote for the Services if applicable.
Our responsibilities We will:
perform the Services with reasonable care and skill; and
notify you if we become aware of any likely interruption in the Services.
Your responsibilitiesYou must:
provide complete and accurate information about the Premises including building specifications, number of occupants, hours of access and any other information requested by us;
grant us full access to the Premises during Business Hours and at any other time reasonably requested by us;
provide all resources necessary for us to perform the Services (at no cost to us) including phone lines, power, lighting, and parking;
obtain and maintain all necessary building permits, consents, and approvals;
notify us of any proposed alteration to the Premises;
notify us as soon as practicable where the Premises or the Security System suffer any damage, theft or fault.
System AuditWhere you ask us to provide maintenance and/or monitoring services in a relation to a Security System that we have not installed:
you must provide us with full details of the Security System, including design specifications, components used and all alarm codes and passwords;
we recommend carrying out a full system audit before commencing the Services.
Remedial WorkWhere we become aware of any remedial work that is required to keep the Security System in good working order, we will notify you of the nature of that remedial work and provide a quote or estimate for you to approve. Where urgent repairs to and/or replacement of Equipment are required, you authorise us to carry out remedial work up to a maximum value of $500 without obtaining your express consent.
Health and Safety You must take all practicable steps to ensure the safety of our employees, contractors and subcontractors while on the Premises (unless the Premises are your home), including:
providing a safety briefing at the commencement of the Services; and
providing appropriate equipment and facilities.

We will not, and you must not deem us to, control the Premises for the purposes of section 16 of the Health and Safety in Employment Act 1992.

Use of subcontractors We may use subcontractors to perform part or all of the Services.
Authorised Persons You must provide us with names and contact information for all persons authorised to use the Security System (“Authorised Persons”), and notify us of any change in Authorised Persons immediately.
Monitoring Code PasswordYou must ensure that all Authorised Persons are provided with a Monitoring Code Password that we can use to verify legitimate users of the Security System in the event of an Alarm Activation.
Panic or Duress Alarm ActivationWhere a panic or duress alarm is activated, we will dispatch a guard to check the Premises. If you accidentally activate a panic or duress alarm, you will be liable for the cost of the guard response unless you call us to confirm accidental activation before a guard has been dispatched.
Security System Alarm ActivationIn the event of an Alarm Activation, we will attempt to contact an Authorised Person to confirm whether a guard response is required.

If we are unable to contact an Authorised Person immediately for any reason, and you do not contact us before a guard is dispatched, we will provide a guard response.

Loss of signal Where our computers record a loss of signal from the Premises, we will endeavour to contact an Authorised Person to agree upon the appropriate response under the circumstances. If we are unable to contact an Authorised Person immediately, we may, at our discretion, provide a guard response.
Cost of guard responseThe cost of any guard responses provided are additional to our monthly fee and will be invoiced as incurred.
Emergency ServicesWe will only contact emergency services where specifically requested by you, or if our personnel, in their sole discretion, perceive an immediate threat to the safety of any persons or property. You must pay any costs associated with emergency service call-outs.
Protection of Sensitive Information“Sensitive Information” is information which, if disclosed, may compromise the integrity of the Security System including security procedures, alarm code numbers or words, zone areas, information about the cost and method of monitoring, and the identity of the alarm monitoring service. You must:
store Sensitive Information in a safe place and take reasonable steps to prevent unauthorised disclosure; and
immediately notify us of any unauthorised disclosure.

Alarm codes and passwords should be committed to memory and not written down or stored by electronic means.

Not an insurance policyWe do not insure the Premises, and our fees are not based on or otherwise related to the value of, the Premises or their contents. We encourage you to fully insure the Premises and their contents.
Your Warranty You warrant that the Services will not breach any law or third party rights or expose us to any claim from any person, and that you have not withheld any information from us which is potentially material to:
whether we perform the Services; or
the way in which we perform the Services.
Exclusions and Limitations of Liability
Nothing in this Agreement purports to exclude, limit or modify any warranties, guarantees or remedies implied by statute, where to do so would contravene the applicable statute;
we do not make any express warranties or guarantees except as expressly referred to in these Terms;
any guarantees or warranties implied by statute, general law, or custom are excluded to the maximum extent possible;
we are not liable to you or to any other party or parties for:
any indirect losses or consequential damages of any kind including loss of goodwill, loss of reputation, or loss arising out of third party claims;
any direct losses including loss of or damage to property, loss of profits, loss of business, and legal costs;

arising out of or in connection with the Agreement, and whether caused by negligence or otherwise;

your remedy for our breach of this Agreement is limited to damages; and
our aggregate liability to you for any breach or breaches of this Agreement is limited at our option to:
repairing or replacing the Equipment or re-supplying the Services in respect of which the liability arose; or
payment of the cost of repairing or replacing the Equipment or re-supplying the Services in respect of which the liability arose,

except where such limitation would contravene any statute, in which case the minimum remedy specified in that statute will apply.

Consumer Guarantees ActThe guarantees implied by the Consumer Guarantees Act 1993 will not apply to the Agreement where you acquire or hold yourself out as acquiring the Services for the purposes of a business.
Quotes and FeesQuotes are valid for 30 days after the date of issue and unless specified otherwise, do not include GST. We reserve the right to amend a quote where:
you change your instructions after approving the Services Schedule; or
you have not provided us with full information about the Premises, or any other factors relevant to performance of the Services.

We may increase our fees from time to time, and will provide you with 30 days’ notice of any increase.

Unless specified otherwise, our quote does not include the cost of:

maintenance of external services including electricity and telephone connections, maintenance of computers or other Equipment not supplied by us;
guard response services;
repair of damage caused by:
use of Equipment not supplied by us;
neglect, misuse, accidental or intentional damage to the Equipment;

iii. fluctuations or interruptions in power supply or telecommunications networks, air conditioning or humidity control;

service to or modification of Equipment other than by our personnel or other persons authorised by us; or
providing and maintaining disposable items (including, but not limited to, batteries, cassettes, diskettes, printer ribbons) or accessories, painting or other cosmetic enhancements to the Equipment.
DepositWe may require you to pay up to one month’s fees in advance before commencing the Services.
Progress Payments and invoicing procedure Where we carry out Construction Work for you:
we will issue a Payment Claim approximately one month from the commencement of the Services, and every month thereafter;
Payment Claims will be calculated based on the percentage of the Services that we estimate to have been completed during the period to which the Payment Claim relates;
the number of Payment Claims will be determined by our estimated timeframe for completion of the Services;
we may suspend the Services if a claimed amount is not paid in full by the due date for payment.

Where we carry out work that is not Construction Work for you:

we will invoice you at month-end until completion of the Services, unless convenient to invoice upon completion;
where we supply you with materials in relation to Construction Work, an invoice issued for the supply of those materials shall not be deemed to be a Payment Claim.
Disputing Payment Claims Where you disagree with a Payment Claim issued by us:
you must respond by providing us with a Payment Schedule in writing, identifying the payment to which it relates and indicating a scheduled amount;
where the scheduled amount is less than the payment claimed by us, you must indicate the reasons for the difference, and if you are withholding payment on any basis, your reasons for withholding payment;
if you do not provide us with a Payment Schedule within 20 days of service of the Payment Claim, you are liable to pay the claimed amount on the due date specified in the Payment Claim;
if you provide us with a Payment Schedule, you must pay us the scheduled amount by the due date for payment of the claimed amount
Suspension of Services Where we carry out Construction Work for you, and you do not:
pay a claimed amount by the due date for payment; or
provide us with a Payment Schedule and pay the scheduled amount by the due date for payment;

we may suspend the Services until you pay us the claimed amount in full.

Payment All Payment Claims and invoices issued by us are due for payment 20 days from the date of issue. You must make all payments in full without set-off, deduction or counterclaim and must not purport to make payment conditional upon you receiving payment from any third party. Without limitation, we may:
charge you for all costs of recovery or attempted recovery of overdue payments, including debt collection costs and legal costs on a solicitor and client basis; and
Change interest on overdue payments at a rate of 2% per month, calculated daily, on overdue invoices.
Change of Control of Premises and Assignment of AgreementYou must give us 30 days’ notice of any anticipated change in control of the Premises, or any proposed Assignment of your rights and obligations under the Agreement. We may, in our sole discretion, refuse assignment of the Agreement, in which case the Agreement will automatically terminate upon change in control of the Premises.
PPSAWhere Equipment is delivered to the Premises or otherwise into your control, until we receive full payment for the Equipment:
you grant us a security interest in the Equipment;
you agree not to sell, modify or do anything else to the Equipment that may detrimentally affect our security interest in, or the value of the Equipment, without our written consent;
we may register a financing statement to perfect our security interest, and you must provide any information and sign any documents necessary to enable us to register our interest;
where we register a financing statement to protect our interest in the Equipment, you waive your right to receive a financing verification statement.
Intellectual PropertyAny documents produced by us (including, but not limited to schematic diagrams, plans and user manuals), and all copyright and other intellectual property rights in those documents belong exclusively to us. You must not copy or distribute those documents without our written consent.
Privacy Act 1993You authorise us to collect, retain and use any personal information for any lawful purpose including marketing our services, obtaining a credit reference, or debt collection.

Where we hold information about any person, that person is entitled to request a copy of that information from us, and to request the correction of that information.

Dispute Resolution Where a dispute arises between the parties in relation to any Services, the parties will attempt to resolve the dispute in good faith. If the dispute is not resolved within 10 working days, the parties will be free to take legal action. This clause does not prevent either party from seeking urgent interlocutory relief in relation to a dispute.

Force Majeure If either party becomes unable to perform its obligations under these Terms due to any event outside that party’s reasonable control including, but not limited to failure of telecommunication or electricity networks, fire, flood, strike, sabotage, or political disturbance (“force majeure”), the Services will be suspended until that party is able to perform its obligation under these Terms.

Where, due to an event of force majeure, the Services are suspended for more than 30 days, or further performance of the Services becomes impossible, either party may terminate the Services by giving at least 7 days’ written notice to the other party.

If the Services are terminated as a result of force majeure, our fees for work carried out up until termination will become due and payable.

Termination by notice Subject to any written agreement to the contrary, including any minimum term agreed to by the parties, either party may terminate the Services by giving 30 days’ written notice to the other party.
Termination for causeEither party may terminate the Services immediately where:
the other party has committed a material breach, been notified of the breach in writing and has not remedied the breach within 30 days; or
the other party becomes insolvent, or the cancelling party has good reason to suspect that the other party does not satisfy the solvency test set out in section 4(1) of the Companies Act 1993.

We may terminate the Services where:

you do not pay our fees in accordance with these Terms;
you do not provide a safe and healthy working environment for our personnel; or
you have not accurately disclosed to us the full nature and scope of the Services;
the Equipment is modified, enhanced, or otherwise tampered with without our prior written consent; or
you do not operate the system in accordance with our operating procedures and guidelines.
Consequences of TerminationWhere the Agreement is terminated in accordance with these Terms:
you must pay our fees for work carried out up until the date of termination, the value of any Equipment or Tools left on the Premises after termination, and the value of the depreciation of any Equipment that is returned to or recovered by us; and
we may invoice you up to 10% of the value of the Services that would otherwise have been provided to cover losses incurred by us as a result of our reliance on the Agreement.

If you purport to terminate the Agreement other than in accordance with these Terms, we may seek recovery from you of any losses we suffer as a result of the termination, including:

the value of any Equipment or Tools left on the Premises after termination, and the value of the depreciation of any Equipment that is returned to or recovered by us; and
the contract value of the Agreement; and
all costs for recovery of the above losses, including debt collection costs and legal costs on a solicitor and client basis.
Amendment to TermsThese Terms may be reasonably amended by us by notification to you in writing, and any such amendments shall be deemed to be accepted by you unless you notify us of any objection in writing within 10 working days.

If you object to any amendment notified to you, the parties must attempt to negotiate a solution in good faith. If a solution is not negotiated within 10 working days, these Terms will continue to apply until the conclusion of the Agreement.

You cannot object to any amendment notified to you if that amendment is reasonably necessary to prevent these Terms from purporting to contravene any statute or regulation, and any such purported objection shall be invalid.

GeneralIn these Terms:
defined words have the meanings given to them in these Terms;
neither party may assign its rights or obligations under these Terms without the express written consent of the other party;
a reference to any Act of Parliament in these Terms includes that Act as from time to time amended, re-enacted or substituted;
a reference in these Terms to a prohibition or restriction on you doing any thing includes a reference to not permitting, suffering or causing that thing to be done;
a provision in these Terms must not be construed to the disadvantage of a party merely because that party was responsible for the inclusion of that provision in these Terms;
if any part of these Terms is or becomes invalid, void or unenforceable, then the other part of the Terms will remain in full force and effect to the maximum extent permitted by law; and
these Terms shall be construed in accordance with and governed by the laws of New Zealand and the parties submit to the exclusive jurisdiction of the New Zealand courts in respect of all matters relating to these Terms.
Customer acknowledgement:
I have read and understood these Terms, and acknowledge that they apply to all work that First City Care Limited does for me;
I grant First City Care Limited a security interest in any Equipment supplied to me by First City Care Limited; and

c. If this acknowledgement is signed for and on behalf of a company, trust, incorporated society or any other entity, I confirm that I have the requisite authority to bind that entity to these Terms

Home >>