Terms & Conditions
1.1 In this Agreement unless the context shall otherwise require:
(a) Agreement means this Agreement in its entirety as recorded on the date signed by both parties including any amendments in writing between the parties;
(b) CPI means Consumer Price Index;
(c) Customer means the recipient of the security services as provided pursuant to this Agreement;
(d) Customer Contact means the person or persons specified as persons to be contacted in case of Emergency;
(e) Day means any business day on which banks are open for business in Queensland
(f) Emergency means an occurrence at the Premises at which Waterloo becomes aware during an attendance and which the representative reasonably believes could adversely affect the Premises and for which Waterloo may alert all or one emergency service;
(g) Emergency Services means police, fire, ambulance or any other public service Waterloo may contact in the case of emergency;
(h) Exceptional Circumstances means any failure by Waterloo to provide a service required under this Agreement due to strike, labour dispute, fire, flood, accident, invasion, riot, mob, war, national emergency, embargo or restraint, extreme weather or traffic condition, temporary closure of road and injury of staff member;
(i) Extra Work means all security equipment and services provided by Waterloo which are not expressly recorded in this Agreement but are common to the nature of the work carried out in the security industry not including striking of unauthorised persons at the Premises;
(j) Formula means the percentage increase in wages, vehicle acquisitions, maintenance and any other costs Waterloo sees fit to factor into the formula whether direct or indirect in provision of security services;
(k) GST means any tax in the nature of a tax on the supply of equipment, services or other things levied imposed or assessed by the Commonwealth Government of Australia which operates under this Agreement, other than any interest, fine, penalty, fee or other payment imposed on or in respect of the above;
(l) Insurance means all policies and contracts of insurance required to be entered into under this Agreement;
(m) Notification Period means 28 business days;
(n) Premium Service means the Customer receives individual security services during any 24 hour period and those services are all services as described in this Agreement notwithstanding clause 1.1(h);
(o) Security Services means security services provided in the form of alarms, patrols, provision of a static guard, bank runs, alarm responses, personal protection or any other services as agreed upon in writing and forming part of this Agreement;
(p) Shared Service means security services provided by Waterloo to a number of Customers during the course of any 24 hour period and the customer may not receive all services as described in this Agreement if other customers have higher than normal alarm responses, emergency call outs, requirements for a static guard, or other services that will take up time allocated to the Customers who have entered into an Agreement to receive this level of service;
(q) Static Guard means a guard placed at the Premises to ensure the premises remains secure and free from disturbances;
(r) Supply means any form of supply whatsoever and includes any supply within the meaning of any Commonwealth, State or Territory legislation imposing, or relating to the imposition of GST;
(s) Waterloo means Waterloo Services Pty Ltd trading as Waterloo Security & Alarm Services and its representatives including but not limited to employees, contractors, agents or representatives;
(t) words importing the singular shall include the plural.
1.2 Applicable Law – This Agreement is subject to the laws of Queensland.
1.3 Entire Agreement – The terms of this Agreement set out the rights and obligations of the parties in relation to the provision and receipt of security equipment and services under this Agreement in its entirety.
1.4 The Term – This Agreement continues to have effect as specified by the express term of the Agreement notwithstanding continuation by the parties past the expiration date. In the event the parties seek to terminate the Agreement once the expiration date has been exhausted then 28 days notice in writing must be provided from one party to the other to terminate the Agreement.
Provision of Security Services
2.1 Waterloo will commence provision of Security Services on the Commencement Date and will use its best endeavours to provide the Security Services throughout the term of this Agreement;
2.2 The parties agree pursuant to this Agreement Waterloo will service alarm systems annually in accordance with the Australian Standards unless notified in writing to the contrary by the Customer and the Customer shall be liable for the cost of such servicing not withstanding the complimentary service provided for Customers renting alarm systems;
2.3 Notwithstanding rented alarm systems, and pursuant to clause 2.2 of this Agreement, the parties agree Waterloo are liable to service the alarm systems annually and shall undertake to do so on the anniversary of the receipt of the alarm system and all other service and repairs remain the responsibility of the Customer;
2.4 The Customer authorises Waterloo to enter the Premises to provide the security services pursuant to this Agreement;
2.5 The Customer agrees Waterloo shall not undertake any duties that fall outside the scope of this Agreement except Extra Work as described or as agreed upon in writing between the parties;
2.6 The type of service Waterloo shall provide for the Customer whether shared or premium has been agreed upon at the commencement of this Agreement as signed by the parties unless otherwise amended and agreed upon in writing;
2.7 Waterloo will use all reasonable efforts to notify a Customer Contact by telephone in the event of an Emergency as soon as practicable after the Emergency has been identified and Waterloo is indemnified absolutely from liability by the Customer;
2.8 In the event Waterloo attends unsecured Premises and is unable to report the event to Customer Contact within 30 minutes of attending the Premises the Customer agrees a Static Guard shall be placed at the Premises at full expense of the Customer until such time the Customer authorizes an alternative solution.
2.9 In the event of an incident at the Premises requiring the assistance of Emergency Services, Waterloo agrees to abide by the rules and instructions as directed by Emergency Services and will make every effort to notify the Customer of same.
2.10 The Customer acknowledges when repairing an existing system Waterloo is only responsible for the part they supply and install. Any failure of the existing system or labour incurred in repairing existing system will be at the cost of the Client.
Terms of Payment
3.1 The Customer shall pay Waterloo the fees as specified in this Agreement within 28 days of the invoice being issued to the Customer;
3.2 In the event the Customer fails to pay the invoiced fees by the due date as described on the invoice, Waterloo may:
(a) suspend all services as described under this Agreement;
(b) terminate this Agreement with all outstanding fees due and payable to Waterloo;
(c) remove any goods from the Premises as soon as practicable;
(d) charge the Customer interest on all overdue fees at the rate as published by the National Australia Bank for overdrafts under $100,000 as calculated on daily balances;
(e) charge the Customer additional accounting fees;
3.3 In the event Clause 3.2 takes effect and the Customer has failed to pay fees owing to Waterloo, Waterloo shall not be liable in respect of any act or omission at the Premises;
3.4 The Customer may not off set or contra charge any monies owing under this Agreement;
3.5 Waterloo reserves the right to vary the fees specified in this Agreement from time to time at its absolute discretion according to the Formula or CPI whichever Waterloo shall so think fit using its discretion and shall provide written notification to the Customer within 7 days of the increase taking place.
3.6 Payment of fees due and owing by the Customer to Waterloo during the term of this Agreement is a fundamental term of this Agreement and Waterloo may use its discretion at all times pursuant to Clause 3.2 of this Agreement if the Customer fails to settle their fees pursuant to this Agreement.
3.7 All goods remain the property of Waterloo until all outstanding invoices have been paid in full and funds cleared.
3.8 Credit card payments are charged at 2.5% Discounts may apply if payment is payment is made prior to due date.
Customer Obligations & Acknowledgements
4.1 Not withstanding the terms of this Agreement the Customer shall:
(a) be liable for any breaches of this Agreement by the Customer;
(b) ensure the Premises are safe for Waterloo to carry out the Security Services;
(c) notify Waterloo within seven (7) days of any change in particulars including but not limited to emergency contact details;
(d) advise Waterloo of any changes in ownership or cessation of business thirty (30) days prior to the event taking place;
(e) advise of all changes required to the services provided by Waterloo in writing seven (7) days prior to the change taking place;
(f) not withstanding Clause 4.1(e) of this Agreement advise of all changes to emergency security services on the day required by telephone to Waterloo but any changes pursuant to this Clause must be confirmed in writing no later than 24 hours after the changes have been requested by the Customer;
4.2 The Customer acknowledges that:
(a) the Customer has not relied upon any representations or warranties except as set out in this Agreement and it is reasonable for Waterloo to limit its liability in the manner as set out in this Agreement;
(b) the prices charged by Waterloo under this Agreement are based solely on the value of the service provided by Waterloo and are not related to the value of the Premises;
5.1 Where the Customer has requested Waterloo to perform work or provide materials that constitute Extra Work and Waterloo have agreed to such requests the parties agree the terms of this Agreement apply to the Extra Work and the Customer shall be charged for the Extra Work at the following rates:
(a) where Waterloo have quoted the fee prior to provision of the Extra Work, the amount quoted as confirmed in writing by Waterloo within 48 hours of the commencement of the work or the next business day whichever is greater;
(b) where the work is carried out without the Customer confirming the price beforehand, at the standard rate charged by Waterloo for such work as agreed to virtue of this Agreement;
(c) where the Extra Work includes placement of a Static Guard at the Premises, a minimum charge of four (4) hours will apply pursuant to Clause 5.1(b).
6.1 In the event Waterloo is unable to provide security services due to Exceptional Circumstances Waterloo agrees to resupply the services as soon as practicable after the cessation of the event;
6.2 Notwithstanding Clause 6.1 of this Agreement Waterloo shall not be liable to the Customer for failing to carry out the agreed security services as a consequence of Exceptional Circumstances;
6.3 Further to Clause 6.1 of this Agreement, the Customer shall notify Waterloo in writing of the existence of a claim due to Exceptional Circumstances within seven (7) days of the date of the occurrence of the claim.
6.4 The parties agree if the Customer fails to notify Waterloo in writing pursuant to Clause 6.1 of this Agreement that party waived forfeited and abandoned their right to make a claim under this Agreement;
7.1 The Customer must keep Waterloo indemnified at all times against any loss, damage or legal liability in respect of :
(a) personal injury to, or death of, a person; or
(b) damage to property; or
(c) financial loss;
arising from carrying out the contracted services to the extent that the injury, death, damage or loss is attributable to an act or omission, negligent or otherwise, of Waterloo;
7.2 The Customer warrants they hold all the necessary insurance policies to indemnify Waterloo and will provide proof of same whenever requested by Waterloo within 24 hours of a request being made by Waterloo
8.1 The parties agree failure by the Customer to notify Waterloo of any changes in particulars pursuant to the aforementioned terms as described in this Agreement entitles Waterloo to terminate this Agreement;
8.2 Notwithstanding terms of this Agreement for alarm rental systems, if the Customer seeks to terminate the Agreement prior to the end of the Agreement an early termination fee will apply calculated at fees x 3 months and full payment for services provided must be received by Waterloo prior to or by close of business on the day termination takes effect.
8.3 If a Customer seeks to terminate an Alarm Rental & Security Service Agreement prior to the termination date as recorded in the Agreement the Customer agrees to pay to Waterloo the remaining rental fees for the balance of the rental period as agreed upon in the Agreement as if the termination had not taken effect and in addition the Customer agrees the deposit shall be forfeited and access shall be provided to Waterloo to remove the alarm system which shall at all material times remain the property of Waterloo in its entirety.
9.1 Notice – A notice, claim, consent or other communication to be given or made under this Agreement is taken to have been duly given or made when hand delivered in writing, sent by prepaid post or sent by facsimile transmission (to the facsimile number from a facsimile machine which produces a print-out of the time, date, and uninterrupted transmission record of the sending of the notice) or by email correspondence to the party to which the notice, demand or consent is required or permitted to be given or made under this Agreement at the address as recorded in this Agreement;
9.2 Assignment – The Customer shall not assign its interests in this Agreement without the prior written consent of Waterloo. Waterloo reserves its right to assign, sub-contract or license any part of its rights and obligations under this Agreement;
9.3 GST – Where any supply pursuant to this Agreement attracts 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 this Agreement;
(a) Each party agrees to do all things, including providing invoice and other documentation, that may be necessary to enable or assist the other party to claim any credit, set-off, rebate or refund in relation to any amounts of GST paid or payable in respect of any supply under this Agreement
9.4 The laws and Courts of Queensland govern this Agreement;
9.5 Severance – If any provision of this Agreement is held invalid illegal or unenforceable for any reason, this Agreement shall remain otherwise in full force apart from such provision which shall be deemed deleted;
Application for Credit
10.1 Waterloo may in assessing the Customer’s application for credit or if the application and subsequently any payment becomes overdue obtain personal information and seek from a credit agency or other credit provider credit information about the customers credit arrangement. Information may include the Customers credit worthiness, credit history or credit capacity that credit providers are allowed to give or receive pursuant to the Privacy Act and Privacy Amendment Act;
10.2 Stock returns;
(a) Stock made to order, or specially ordered for the Customer is not returnable unless faulty;
(b) Other undamaged stock in its original condition and packaging may be returned to Waterloo within 30 days of sale provided that prior written agreement has been obtained;
(c) The Customer is not entitled to any credit from returns until a Waterloo Credit note is issued;
(d) A restocking fee or 25% of the original price may be deducted from a Credit Note;
A claim for credit must be made within 7 days of delivery