1. CLIENT FORM, THIS AGREEMENT

(a) These Client Terms will apply to all the Client’s dealings with Rapid Alarms, including being incorporated in all agreements, quotations, proposals or orders under which Rapid Alarms is to provide products and/or services to the Client (each a Client Form) together with any additional terms included in such Client Form (provided such additional terms are recorded in writing).
(b) The Client will be taken to have accepted this Agreement if the Client:
(i) signs or accepts a Client Form or Proposal;
(ii) issues a purchase order;
(iii) pays a Deposit or invoice;
(iv) instructs Rapid Alarms to commence the Services; or
(v) otherwise accepts the Products or Services after receiving or becoming aware of this Agreement.
(c) In the event of any inconsistency between these Client Terms and any Client Form, the clauses of these Client Terms will prevail to the extent of such inconsistency, except that any “Special Conditions” (being terms described as such in a Client Form) will prevail over these Client Terms to the extent of any inconsistency.
(d) The Client is responsible for confirming that the Client Form accurately specifies (if applicable):
(i) the quantity and specifications of the Products and/or Services required; and
(ii) the agreed Fees, other rates and the Installation Date.

2. PRODUCTS AND SERVICES

(a) In consideration for the payment of the fees set out in the Client Form (Fees), Rapid Alarms will provide the Client with services set out in a Client Form (Services) and/or goods set out in a Client Form (Products).
(b) Where the context permits the terms ‘Products’ and ‘Services’ shall be interchangeable when used in this Agreement.
(c) Unless otherwise agreed, Rapid Alarms may, in its discretion:
(i) not commence work on any Products or Services until the Client has paid any Fees or deposit payable in respect of such Products or Services; and
(ii) withhold delivery of Services until the Client has paid an invoice in respect of such Services.
(d) Where Rapid Alarms prepares a design or recommends products based on plans, specifications or information supplied by the Client, builder, consultant or superintendent Rapid Alarms is entitled to rely upon that information and is not responsible for any design deficiencies, specification inconsistencies or errors in those documents.
(e) Rapid Alarms may substitute equivalent products where manufacturers discontinue products, supply shortages arise or equivalent products become available, provided the substituted products are materially equivalent in function and performance.
(f) Unless expressly agreed otherwise, Rapid Alarms may determine the sequence, methodology, programming approach, cable routes, equipment locations and installation methods required to complete the Services.
(g) Equipment locations, cable routes, programming methods and drawings shown in the Proposal are indicative only and may reasonably change because of Site conditions, safety requirements, builder directions, access restrictions or practical installation requirements.
(h) Unless otherwise agreed in writing, Rapid Alarms may:
(i) refuse to commence work until all amounts then due have been paid;
(ii) withhold procurement of Products until payment of the relevant milestone;
(iii) suspend the Services where the Client has failed to provide Site access, approvals, information, utilities or other Client dependencies reasonably required to perform the Services.

3. CLIENT OBLIGATIONS

(a) (General) The Client must provide Rapid Alarms with all documentation, information and assistance reasonably required for Rapid Alarms to perform the Services.
(b) (Liaison) The Client agrees to liaise with Rapid Alarms as it reasonably requests for the purpose of enabling Rapid Alarms to provide the Services.
(c) (Sign off and instructions) The Client agrees to provide instructions and sign off on the specific spots at the Client’s premises where Services are to be provided and Products installed by Rapid Alarms.
(d) (Ownership) The Client warrants that it owns the Site or has obtained all approvals, licences and permissions necessary for Rapid Alarms to perform the Services, including any approvals from landlords, building owners, managing agents, strata companies, body corporates or principal contractors.
(e) (Access to Site) The Client must provide Rapid Alarms with safe, timely and unrestricted access to the Site, including all communications rooms, server rooms, risers, roof spaces, ceiling cavities and other areas reasonably required to perform the Services.
(f) (Site readiness) The Client must ensure that the Site is reasonably ready for the Services on each agreed attendance date, including ensuring that all prerequisite building works, electrical works, communications infrastructure and other trades required before Rapid Alarms can perform the Services have been completed. Where the Site is not ready, Rapid Alarms may charge the Client for any additional attendance, labour, travel, administration and remobilisation costs reasonably incurred.
(g) (Permits) The Client warrants that they hold valid licences or are otherwise permitted to own and use the Products, and to have the Products installed at the Site (Permits). Rapid Alarms reserves the right to request proof of such Permits, cancel any Client Form in the absence of such Permits and charge administration fees if orders are placed for Products where the Client does not hold such Permits.
(h) (WH&S) The Client must ensure that the Site complies with Work Health and Safety standards and is otherwise in a suitable condition for Rapid Alarms personnel to perform the Services.
(i) (Specifications) Rapid Alarms is entitled to rely on the plans, specifications, drawings and information provided to it. Rapid Alarms is not responsible for any ambiguity, inconsistency, error or omission in those documents unless Rapid Alarms has expressly accepted responsibility for that issue in writing.
(j) (Contractor Coordination) The Client is responsible for coordinating all other contractors. Rapid Alarms is not responsible for delays caused by the Client, the principal contractor, the builder, consultants, other trades, site management, restricted Site access or unavailable plant or equipment.
(k) (Utilities) The Client must, at its own cost, provide Rapid Alarms with continuous access to electricity, lighting, internet services, network connectivity, lifts, loading docks, amenities, secure storage for equipment and materials, parking (where reasonably available), and any other utilities, facilities or Site access reasonably required for Rapid Alarms to perform the Services. If any of these are unavailable or inadequate, Rapid Alarms is entitled to a reasonable extension of time and to recover any additional costs reasonably incurred as a result.

4. CLIENT SUPPLIED GOODS AND EXISTING CONSTRUCTIO

4.1 GOODS AND CONSTRUCTION
If in performing the Services, Rapid Alarms is required to use any materials and/or goods supplied by the Client:
(a) the Client accepts the risk of defects or deficiencies in such goods and/or materials;
(b) Rapid Alarms will not be required to investigate the suitability, quality or fitness for purpose of existing or proposed materials and/or goods;
(c) the Client will be required to pay the Additional Work Rate if it requests that Rapid Alarms correct any defects or issues with such materials and/or goods.
4.2 SITE CONDITIONS
(a) If Rapid Alarms is required to connect to, utilise, integrate with or rely upon any Client supplied goods, existing infrastructure, existing security systems, electrical infrastructure, communications infrastructure or third party works:
(i) the Client accepts the risk of any defect, limitation or unsuitability in those items;
(ii) Rapid Alarms is not required to investigate, verify or certify their suitability, compliance or fitness for purpose
(iii) Rapid Alarms is entitled to rely upon information supplied by the Client regarding those items;
(iv) any additional work reasonably required because of defects or deficiencies will constitute Additional Work.>
(b) If Rapid Alarms discovers latent conditions, defective infrastructure, undocumented services or unsuitable Site conditions during the Services, Rapid Alarms may:
(i) suspend the affected Services;
(ii) issue a variation;
(iii) recover any additional costs reasonably incurred;
(c) Rapid Alarms is entitled to rely on the suitability of any existing security systems, electrical infrastructure, communications infrastructure, cabling, server infrastructure, network equipment or third party works at the Site. Rapid Alarms is not responsible for identifying hidden defects, undocumented services or non-compliant existing infrastructure unless expressly agreed in writing. Any additional work reasonably required because of such issues will constitute Additional Work and be charged in accordance with this Agreement.
4.3 LIABILITY FOR DAMAGE
The Client acknowledges and agrees that in providing the Services, Rapid Alarms will perform drilling at the Client’s premises. The Client must notify Rapid Alarms of the positioning of any wires, plumbing or structural defects in the area where such drilling occurs and Rapid Alarms will not be liable for any loss or damage arising from the provision of the Services, if the Client fails to do so or if the damage occurs as a result of Rapid Alarms following the Client’s instructions. The Client is responsible for ensuring that all existing infrastructure required for the Services is suitable and available

5. WORK TIMES

(a) (Work times) The Client acknowledges and agrees that Rapid Alarms will provide the Services during its regular business hours.
(b) (After Hours) If the Client requires Services to be performed After Hours, including where the Client fails to make the Site available during Work Hours, the Client will be required to pay the After Hours Rate specified in the Client Form.
(c) (Additional Work) If the Client requires any services additional to those agreed in the Client Form, Rapid Alarms will carry out such work at the Additional Work Rate set out in the Client Form.

6. PAYMENT

6.1 FEES
(a) The Client must pay Rapid Alarms the Fees, milestone payments, Additional Work Rates and all other amounts payable under this Agreement in accordance with the Client Form, Proposal or any approved variation.
(b) The Client’s obligation to pay Rapid Alarms is not conditional upon the Client receiving payment from any builder, principal contractor, developer, s uperintendent or other third party.
6.2 INVOICES
Unless otherwise agreed in the Client Form:
[(a)] if Rapid Alarms issues an invoice to the Client, payment must be made by the time(s) specified in such invoice; and
[(b)] in all other circumstances, the Client must pay for all goods and services within 7 Business Days of receiving an invoice for amounts payable; e.
[(c)] Rapid Alarms is not obliged to procure equipment, continue the Services or achieve any project milestone until all amounts due have been received in cleared funds; and.
(a) Rapid Alarms is not required to deliver any Products to the Site or proceed with installation until any milestone payment due before delivery or installation has been received in cleared funds
6.3 PAYMENT METHOD
The Client must pay Fees using the fee payment method specified in the Client Form.
6.4 EXPENSES
Unless otherwise agreed in writing:
(a) the Client will bear all travel, accommodation, office stationery, computer storage, media and related expenses reasonably incurred by Rapid Alarms in connection with a Client Form; and
(b) any third party costs incurred by Rapid Alarms in the course of performing the Services may be billed to the Client, unless specifically otherwise provided for in the Client Form.
6.5 GST
Unless otherwise indicated, amounts stated in a Client Form do not include GST. In relation to any GST payable for a taxable supply by Rapid Alarms, the Client must pay the GST subject to Rapid Alarms providing a tax invoice.
6.6 CARD SURCHARGES
Rapid Alarms reserves the right to charge credit card surcharges in the event payments are made using a credit, debit or charge card (including Visa, MasterCard or American Express).
6.7 SUSPENSION OF SERVICES
If payment is not made by the due date, Rapid Alarms may, after giving 2 Business Days’ written notice:
(a) suspend the Services;
(b) cease procurement;
(c) remove personnel from Site;
(d) extend all completion dates accordingly;
(e) recover all reasonable legal, debt recovery, administration and demobilisation costs.
6.8 PRICE ADJUSTMENTS
Where, after acceptance of a Client Form, Rapid Alarms experiences an increase in supplier pricing, freight costs, import duties, exchange rates or other costs outside its reasonable control relating to Products not yet procured, Rapid Alarms may adjust the Fees by the amount of that increase after providing reasonable supporting information to the Client.
6.9 NO SET-OFF
The Client must pay all invoices in full without deduction, withholding, set-off, counterclaim, retention, back charge or other reduction unless required by law or expressly agreed by Rapid Alarms in writing.
6.10 LATE PAYMENT AND DEBT RECOVERY
If the Client does not pay an amount due under this Agreement on or before the date that it is due:
(a) Rapid Alarms may seek to recover the amount due by referring the matter to debt collectors;
(b) the Client must reimburse Rapid Alarms for any costs it incurs, including any legal costs, in recovering the amount due or enforcing any of its rights under these terms;
(c) the Client authorises Rapid Alarms, its employees and agents to enter any premises occupied by the Client or any other place where Products are located and use reasonable force to retake possession of the Products without liability for trespass or any reasonable damage; and
(d) Rapid Alarms retains the right, without limiting any other rights under this Agreement, to charge the Client interest at a rate of 10% per annum on the outstanding amount. However, before applying this interest, Rapid Alarms will provide the Client with a written notice giving an additional 7 days to complete the payment. If payment is still not received by the end of this 7-day grace period, interest will accrue from the expiration of that period until the date the full payment is received by Rapid Alarms.

7. PRICING

(a) The Client acknowledges that, after acceptance of a Client Form, the availability, specifications, lead times and pricing of Products may change due to supplier, manufacturer or distributor requirements, discontinued Products, supply chain disruptions or other matters outside Rapid Alarms’ reasonable control. Where this occurs, Rapid Alarms will notify the Client as soon as reasonably practicable and, where the change materially affects the Fees, scope or timing of the Services, the parties will work together in good faith to agree an appropriate variation in accordance with this Agreement.
(b) If Rapid Alarms cancels a Client Form in accordance with 7Error: Reference source not found Rapid Alarms will, as soon as practicable, contact the Client and issue a refund for any payment the Client has made for the cancelled order.
(c) Rapid Alarms will endeavour to make any refund under this clause using the same payment method as the payment method used by the Client during the original purchase, however may vary this method at its discretion.
(d) The Fees are based on the information, assumptions and scope contained in the Client Form and Proposal.
(e) If, before procurement, a Product becomes unavailable, discontinued or unsuitable, Rapid Alarms may propose a reasonably equivalent Product. If the substitute materially changes the Fees or scope, Rapid Alarms will seek the Client’s written approval before ordering that Product.
(f) If Rapid Alarms cannot reasonably supply the Products or Services at the agreed price due to supplier issues, pricing errors, product availability or other matters outside its reasonable control, Rapid Alarms may issue a revised quote or Proposal for the Client’s approval.
(g) If the Client does not approve the revised quote or substitute Product, Rapid Alarms may cancel the affected Products or Services and refund any amounts paid for Products or Services not supplied, subject to its right to payment for work performed, Products ordered and costs already incurred.

8. VARIATIONS AND CHANGES

a) The Client must pay additional service fees for changes to Services requested by the Client which are outside the scope set out in the relevant Client Form (Changes).
(b) Unless otherwise agreed in writing, Rapid Alarms may at its discretion extend or modify any delivery schedule or deadlines for the Services as may be reasonably required by such Changes.
(c) A variation may arise if:
(i) the Client requests a change to the Products, Services, Proposal, design, installation method, timing, Site, security system layout, equipment locations, controller configuration, camera locations, access control devices, alarm devices, cabling routes or project requirements.
(ii) Rapid Alarms identifies that the agreed scope cannot reasonably be performed as planned due to Site conditions, latent conditions, safety requirements, access constraints, builder or principal contractor directions, incomplete prerequisite works, communications or server room constraints, equipment availability, manufacturer changes, discontinued Products, supplier delays or third party requirements.
(iii) the Client does not provide required access, approvals, information, power, Site readiness, network connectivity, completed electrical works, completed builder works, third party works or other dependencies when required.
(iv) excluded work is required to complete the Service.
(v) work is required outside ordinary business hours.
(vi) adverse weather, construction delays or other matters outside Rapid Alarms’ reasonable control affect the Services.
[(d)]  Where Rapid Alarms experiences an increase in supplier pricing, freight costs, import duties, exchange rates or other procurement costs after acceptance of a Client Form but before ordering the relevant Products, Rapid Alarms will notify the Client and provide reasonable supporting information. The parties will work together in good faith to agree an appropriate variation before Rapid Alarms proceeds with procurement.
(d)[(e)] Rapid Alarms may require a revised quote, updated Proposal, written variation approval, additional deposit or milestone payment before performing a variation.
[(f)]  Unless otherwise agreed in writing, approved variations will be charged at the amount quoted or otherwise agreed by Rapid Alarms and the Client for the relevant variation. Where no specific amount has been agreed, Rapid Alarms may charge its applicable Additional Work Rate together with the reasonable cost of any Products, equipment, subcontractors, travel or other costs reasonably incurred in performing the
(e)[(g)] If a variation affects the timing, sequence, design or completion of the Supply and Install Works, Rapid Alarms may reasonably extend any delivery date, installation date, milestone date or completion date

9. INSTALLATIONS

9.1 INSTALLATION DATES
Rapid Alarms will be entitled to change the Installation Date:
(a) by giving the Client reasonable notice; or
(b) on the date of the Installation, if weather conditions, lack of access or other circumstances beyond Rapid Alarms’ control, do not permit the Services to be carried out.
(c) Rapid Alarms is entitled to a reasonable extension of time where delays are caused by the Client, the principal contractor, the builder, other trades, industrial action, unavailable Site access, incomplete Site works or other matters outside Rapid Alarms’ reasonable control.
(d) Where any event referred to in clause 9.1(c) causes Rapid Alarms to incur additional labour, travel, administration, supervision, remobilisation or equipment costs, the Client must pay those reasonable additional costs.
(e) Rapid Alarms is not liable for liquidated damages, delay damages or any back charges unless Rapid Alarms has expressly agreed to those amounts in writing in the Client Form or Special Conditions.
9.2 INSTALLATION REQUIREMENTS
On the Installation Date, the Client must:
(a) be present at the Site and, if reasonably requested by Rapid Alarms, remain there while the installation is being carried out;
(b) provide access to all personnel, equipment and vehicles reasonably required to carry out the installation;
(c) ensure that the Site is clean and ready for Rapid Alarms to carry out the Services; and
(d) if the Client is not at the Site on the Installation Date and/or the Site is not clean and ready, Rapid Alarms will be entitled to charge the Client a call-out fee for each member of Rapid Alarms’ personnel who were booked to attend the Site.
9.3 DAMAGE
(a) The Client acknowledges the installation might occasion minor damage to the Site. Where such damage occurs, Rapid Alarms will use reasonable endeavours to repair the damage however will not be liable for any minor damage or for damage arising out of any pre-existing conditions of the Site.
(b) Where the Client incurs costs repairing any damage to the Site occasioned during the installation, whether by employing third parties to conduct repairs or otherwise, Rapid Alarms will not be liable for such costs, unless Rapid Alarms agrees to remedy such damage in advance in writing.

10. TITLE AND RISK

(a) Title to all Products remains with Rapid Alarms until all amounts owing under the Agreement have been paid in full, notwithstanding that the Products may have been installed into the Works, to the maximum extent permitted by law.
[(b)]  Risk in the Products passes to the Client when the Products are delivered to the Site or otherwise placed under the Client’s control, regardless of whether installation has commenced or been completed
(b) Where installation cannot be completed because the Site is not ready, including where electrical power, communications infrastructure or other required Site conditions are unavailable, the Client bears the risk of any theft, vandalism or accidental damage to the Products after they have been delivered to the Site, except to the extent caused by Rapid Alarms’ negligence.
(c) If the Client does not pay for any Products on the due date for payment, the Client authorises Rapid Alarms, its employees and agents to enter any premises occupied by the Client or any other place where the Products are located and use reasonable force to retake possession of the Products without liability for trespass or damage.
(d) Rapid Alarms may at its option keep or resell Products retaken from the Client.
(e) If the Client sells Products or sells items into which Products are incorporated before payment in full to Rapid Alarms, the Client acknowledges that such sale is made by the Client as bailee for and on behalf of Rapid Alarms, to hold the proceeds of sale on trust for Rapid Alarms, in an account in the name of Rapid Alarms, and must pay that amount to Rapid Alarms on demand.
(f) The Client acknowledges that this Agreement constitutes a security agreement for the purposes of the Personal Property Securities Act 2009 (Cth). The Client agrees to do all things reasonably required by Rapid Alarms to enable Rapid Alarms to register and maintain any security interest arising under this Agreement.

11. DELIVERY

11.1 COST AND OBLIGATIONS
(a) Unless otherwise indicated, amounts stated in Client Forms do not include delivery.
(b) Unless otherwise agreed in writing, Rapid Alarms will procure the Products from its suppliers, inspect them upon receipt and transport them to the Site as part of performing the Services. Rapid Alarms is not obliged to separately deliver or ship Products to the Client before installation.
(b)[(c)] Delivery is to the delivery point specifically accepted by Rapid Alarms.
(c)[(d)] If Rapid Alarms is unable to complete the delivery within the agreed time schedule due to the Client’s absence or other fault of the Client, the Client will be liable for all charges and costs incurred, including but not limited to warehousing, transportation and redelivery.
(d)[(e)] If the Client organises delivery independently of Rapid Alarms, Rapid Alarms shall not be held liable for non-delivery, lateness of delivery or loss or damage of Products during transit.
(e)[(f)] Rapid Alarms may, at its discretion, deliver the Products to the Client in any number of instalments.
11.2 DAMAGE IN TRANSIT
Unless Rapid Alarms is delivering the Products, Rapid Alarms shall not be liable for loss of or damage to Products in transit and the Client must make all claims for such loss or damage against the carrier. Rapid Alarms encourages the Client to take out insurance to protect itself for loss of or damage to Products in transit.
11.3 STORAGE OF PRODUCTS
Where Where Products are delivered to the Site before installation, commissioning or Practical Completion, the Client must ensure the Products are securely stored and protected from theft, vandalism, weather, accidental damage and unauthorised access. Rapid Alarms is not liable for any loss of or damage to the Products occurring after delivery, except to the extent caused by Rapid Alarms’ negligence.

12. DEFECTIVE PRODUCTS AND ACCEPTANCE

12.1 DEFECTIVE PRODUCTS
The Client must inspect the Products as soon as reasonably practicable after delivery and, in any event, within three (3) business days, notify Rapid Alarms in writing of any apparent shortage, visible damage or defect.
12.2 CLIENT’S OBLIGATIONS
Where Products are the subject of a notice under clause 12.1:
(a) the Client must, at Rapid Alarms’ option:
(i) leave the Products in the state and condition in which they were delivered until such time as Rapid Alarms or its duly authorised agent has inspected the Products; or
(ii) send Rapid Alarms photographs, descriptions or other material evidencing the defects in the Products at [[email protected]];
(b) Rapid Alarms will inspect the Products and/or evidence of defects in the Products within a reasonable time after notification by the Client; and
(c) if paragraph 12.2(a) is not complied with, the Client will be taken to have accepted the Products and Rapid Alarms will be entitled to the price for the Products set out in any Client Form.
12.3 CALL-OUT FEE
Rapid Alarms reserves the right to charge the Client a call out fee, if upon inspection of the Products in accordance with clause 12.2(a)(i), Rapid Alarms determines that the Products are not defective in accordance with clause 12.5.
12.4 REPAIRS OR REPLACEMENTS OF DEFECTIVE GOODS Subject to clause 17, if, upon inspection, in the reasonable opinion of Rapid Alarms:
(a) the Products are defective; and
(b) the Products were not damaged by the Client and/or the Client did not fail to take reasonable steps to prevent the Products from becoming damaged; or
(c) the Products are otherwise not in conformity with the Client Form, then at the discretion of the Client, Rapid Alarms will:
(i) replace the Products or supply the equivalent of the Products;
(ii) repair the Products;
(iii) pay the Client the cost of replacing the Products or acquiring equivalent Products; or
(iv) pay the Client the cost of having the Products repaired.
12.5 GOODS CONSIDERED NOT TO BE DEFECTIVE
If, upon inspection, in the reasonable opinion of Rapid Alarms:
(a) the Products are not defective; or
(b) the Products are defective due to an act or omission of the Client, misuse, failure to use in accordance with the manufacturer’s instructions, or failure to take reasonable care by the Client; and
(c) the Products are otherwise in conformity with the Client Form, Rapid Alarms will refuse the Client’s return, the Client will be taken to have accepted the Products and Rapid Alarms will be entitled to the price for the Products set out in any Client Form.
12.6 ACCEPTANCE
Except where notice has been given in accordance with clause 12.1, acceptance of the Products is deemed for all purposes to have taken place:
(a) when the Client makes known to Rapid Alarms that it has accepted the Products;
(b) when the Client, after delivery of the Products, does any act in relation to them which is inconsistent with Rapid Alarms’ ownership of the Products; or
(c) upon the expiry of seven days from the date of delivery, whichever first occurs.
(d) Products that have been subject to regular wear and tear, or damage caused or contributed to by the Client will not be considered to be defective.

13. WARRANTY AGAINST DEFECTS

This clause sets out Rapid Alarms’ warranty against defects for the Products and/or Services provided by Rapid Alarms (Rapid Alarms Warranty).
13.1 AUSTRALIAN CONSUMER LAW
(a) Rapid Alarms’ Services come with guarantees that cannot be excluded under the Australian Consumer Law. For major failures with the Services, the Client is entitled:
(i) to cancel this agreement; and
(ii) to a refund for the unused portion, or to compensation for its reduced value.
(b) The Client is also entitled to choose a refund or replacement for major failures with goods. If a failure with the goods or a service does not amount to a major failure, the Client is entitled to have the failure rectified in a reasonable time. If this is not done the Client is entitled to a refund for the goods and to cancel the contract for the Services and obtain a refund of any unused portion. The Client is also entitled to be compensated for any other reasonably foreseeable loss or damage from a failure in the goods or Services.
(c) You will be entitled to the Rapid Alarms Warranty in addition to the guarantees under
Australian Consumer Law.
13.2 PRODUCTS AND SERVICES COVERED BY THE WARRANTY
Any Products provided by Rapid Alarms are covered by the Rapid Alarms Warranty.
13.3 EXCLUSIONS
(a) The Rapid Alarms Warranty does not apply to defects, faults or failures arising from:
(i) power interruptions or surges;
(ii) internet or telecommunications outages;
(iii) software or firmware updates;
(iv) third party monitoring services;
(v) manufacturer defects covered by separate manufacturer warranties;
(vi) cyber attacks;
(vii) unauthorised modifications;
(viii) misuse;
(ix) vandalism;
(x) weather events;
(xi) lightning;
(xii) flooding;
(xiii) vermin or pests;
(xiv) building movement;
(xv) failure to maintain the Products in accordance with the manufacturer’s recommendations
(b) Rapid Alarms does not warrant that any security system will prevent all theft, unauthorised access, damage, loss or security incidents. The Products and Services are designed to reduce security risk, not eliminate it.
13.4 SCOPE OF THE WARRANTY
(a) The Rapid Alarms Warranty applies to any Products for [insert number of years] from the date a Client purchases the relevant Products and covers parts and labour to remedy any defects in the Products.
(b) The Rapid Alarms Warranty only applies to defects that were not caused by the Client’s failure to use the Products in accordance with Rapid Alarms’ or the manufacturer’s instructions, failure to take reasonable care of the Products, lack of maintenance or fair wear and tear.
(c) The Rapid Alarms Warranty is conditional upon the Client carrying out all manufacturer recommended servicing and maintenance requirements.
d) The Rapid Alarms Warranty specifically excludes damage to Products that was caused by the Client and/or third parties or external forces, such as weather or animals.
13.5 HOW TO MAKE A CLAIM UNDER THIS WARRANTY
If, within [insert number of years] of the purchase date, the Client believes that a Product is faulty, the Client must contact Rapid Alarms at [insert email address] with full details of the fault (including images, if possible). If Rapid Alarms determines, in its absolute discretion:
(a) that the relevant Product is faulty and covered by the Rapid Alarms Warranty, Rapid Alarms will provide the Client with a repair or a replacement of the Product at our cost; or
(b) that the relevant Product is not faulty, or is faulty due to lack of maintenance, fair wear and tear, misuse, failure to use in accordance with the manufacturer’s instructions, or failure to take reasonable care, Rapid Alarms will refuse the warranty claim.

16. CONFIDENTIALITY

(a) Except as contemplated by this Agreement, each party must not, and must not permit any of its officers, employees, agents, contractors or related companies to, use or disclose to any person any confidential information disclosed to it by the other party without its prior written consent.
(b) This clause 16 does not apply to:
(i) information which is generally available to the public (other than as a result of a breach of this Agreement or another obligation of confidence);
(ii) information required to be disclosed by any law; or
(iii) information disclosed by Rapid Alarms to its subcontractors, employees or agents for the purposes of performing the Services or its obligations under this Agreement.

17. WARRANTIES

(a) To the maximum extent permitted by applicable law, all express or implied representations and warranties not expressly stated in this Agreement or a Client Form are excluded.
(b) Nothing in this agreement is intended to limit the operation of the Australian Consumer Law contained in the Competition and Consumer Act 2010 (Cth) (ACL). Under the ACL, the Client may be entitled to certain remedies (like a refund, replacement or repair) if there is a failure with the goods or services provided.

18. LIABILITY

(a) (Limitation of liability) To the maximum extent permitted by applicable law, the maximum aggregate liability of Rapid Alarms to the Client in respect of loss or damage sustained by the Client under or in connection with this Agreement is limited to the total Fees paid to Rapid Alarms by the Client in the 6 months preceding the first event giving rise to the relevant liability.
(b) (Indemnity) The Client agrees at all times to indemnify and hold harmless Rapid Alarms and its officers, employees, agents and contractors (“those indemnified”) from and against any loss (including reasonable legal costs) or liability incurred or suffered by any of those indemnified where such loss or liability was caused or contributed to by the Client or the Client’s officers’, employees’, agents’ or contractors’:
(i) breach of any term of this agreement; or
(ii) negligent, fraudulent or criminal act or omission.
(c) (Consequential loss) Rapid Alarms will not be liable for any incidental, special or consequential loss or damages, or damages for loss of data, business or business opportunity, goodwill, anticipated savings, profits or revenue arising under or in connection with this agreement or any goods or services provided by Rapid Alarms, except to the extent this liability cannot be excluded under the Competition and Consumer Act 2010 (Cth) or any other applicable law.
(d) (Security system limitations) Rapid Alarms is not liable for any loss arising from theft, burglary, unauthorised access, cyber incident, system bypass, monitoring failure, internet failure, telecommunications failure, power failure or third party service failure, except to the extent directly caused by Rapid Alarms’ breach of this Agreement or negligence. The Client acknowledges that electronic security systems reduce security risks but cannot guarantee the prevention of theft, burglary, vandalism, unauthorised access or any other criminal activity.
(e) (Third Party Systems) Rapid Alarms gives no warranty regarding the ongoing operation, availability or compatibility of any third party software, cloud platform, monitoring service or telecommunications network used in connection with the Products.
(f) (Loss of Data) Rapid Alarms is not liable for the loss or corruption of CCTV footage, recordings, stored data, server data or software configurations except to the extent directly caused by Rapid Alarms’ negligence.

19. SUBCONTRACTING

Rapid Alarms may subcontract any aspect of providing the Services and the Client hereby consents to such subcontracting.

20. TERMINATION

20.1 TERMINATION FOR CONVENIENCE
(a) The Client may only terminate for convenience by giving 10 Business Days’ written notice and paying all amounts payable under the cancellation clause and any applicable Cancellation Fees.
(b) Rapid Alarms may terminate for convenience by giving 10 Business Days’ written notice.
20.2 TERMINATION FOR CAUSE
(a) Either party may terminate this agreement immediately by written notice if there has been a Breach of this agreement.
(b) A “Breach” of this agreement means:
(i) a party considers the other party is in breach of this agreement and notifies that other party;
(ii) the other party is given 10 Business Days to rectify the breach; and
(iii) the breach has not been rectified within 10 Business Days or another period agreed between the parties in writing
20.3 EFFECT OF TERMINATION
Upon termination of this Agreement:
(a) Rapid Alarms will refund any amounts paid by the Client for goods or services not provided as at the date of termination;
(b) the Client must pay all amounts owed for goods or services already provided as at the date of termination;
(c) the Client must pay any Cancellation Fees set out in the Client Form;
(d) each party must return all property of other parties to those respective parties;
(e) each party must immediately return to each other party, or (if requested by that party) destroy, any documents in its possession or control containing Confidential Information of the other party; and
(f) no rights, liabilities or remedies of any party will be invalidated by the termination.
(g) Upon termination, title to any Products that have not been paid for remains with Rapid Alarms and Rapid Alarms may recover possession of those Products in accordance with clause 10.
20.4 SURVIVAL
Any clause that by its nature would reasonably be expected to be performed after the termination or expiry of this Agreement will survive and be enforceable after such termination or expiry

21. PURCHASE ORDERS

(a) The Client acknowledges that any purchase order, subcontract, work order or similar document issued by the Client after acceptance of a Client Form is issued for administrative purposes only and does not amend or replace this Agreement unless expressly agreed by Rapid Alarms in writing.
(b) To the extent of any inconsistency between this Agreement and any purchase order, subcontract conditions or other document issued by the Client, this Agreement prevails unless Rapid Alarms expressly agrees otherwise in writing.

22. DIRECTOR’S GUARANTEE

Rapid Alarms may require one or more directors of the Client to sign a separate Director’s Guarantee and Indemnity before Rapid Alarms commences work, procures Products or attends Site.

23. DISPUTE RESOLUTION

(a) A party claiming that a dispute has arisen under or in connection with this agreement must not commence court proceedings arising from or relating to the dispute, other than a claim for urgent interlocutory relief, unless that party has complied with the requirements of this clause.
(b) A party that requires resolution of a dispute which arises under or in connection with this agreement must give the other party or parties to the dispute written notice containing reasonable details of the dispute and requiring its resolution under this clause.
(c) Once the dispute notice has been given, each party to the dispute must then use its best efforts to resolve the dispute in good faith. If the dispute is not resolved within a period of
14 days (or such other period as agreed by the parties in writing) after the date of the notice, any party to the dispute may take legal proceedings to resolve the dispute.

24. FORCE MAJEURE

(a) If a party (Affected Party) becomes unable, wholly or in part, to carry out an obligation under this agreement (other than an obligation to pay money) due to a Force Majeure Event, the Affected Party must give to the other party prompt written notice of:
(i) reasonable details of the Force Majeure Event; and
(ii) so far as is known, the probable extent to which the Affected Party will be unable to perform or be delayed in performing its obligation.
(b) Subject to compliance with clause 24.1(a) the relevant obligation will be suspended during the Force Majeure Event to the extent that it is affected by the Force Majeure Event.
(c) The Affected Party must use reasonable endeavours to overcome or remove the Force Majeure Event as quickly as possible.
(d) Where a Force Majeure Event affects the supply of any Products, equipment or materials required for the Services, Rapid Alarms will be entitled to a reasonable extension of time to perform its obligations under this Agreement without liability for any resulting delay, provided Rapid Alarms keeps the Client reasonably informed of the expected impact of the Force Majeure Event.
(e) For the purposes of this agreement, a ‘Force Majeure Event’ means any:
(i) act of God, lightning strike, meteor strike, earthquake, storm, flood, landslide, explosion or fire;
(ii) strikes or other industrial action outside of the control of the Affected Party;
[(iii)] war, terrorism, sabotage, blockade, revolution, riot, insurrection, civil commotion, epidemic, pandemic; or
[(iv)] any decision of a government authority in relation to COVID-19, or any threat of COVID-19 beyond the reasonable control of the Affected Party, to the extent it affects the Affected Party’s ability to perform its obligations; or.
(iii) any shortage of materials, components, semiconductors, electronic equipment or other Products, delays by manufacturers, suppliers, distributors, importers or freight providers, shipping delays, customs delays or other supply chain disruptions beyond the reasonable control of the Affected Party.

25. NOTICES

(a) A notice or other communication to a party under this agreement must be:
(i) in writing and in English; and
(ii) delivered via email to the other party, to the email address specified in this agreement, or if no email address is specified in this agreement, then the email address most regularly used by the parties to correspond regarding the subject matter of this agreement as at the date of this agreement (Email Address). The parties may update their Email Address by notice to the other party.
(b) Unless the party sending the notice knows or reasonably ought to suspect that an email was not delivered to the other party’s Email Address, notice will be taken to be given:
(i) 24 hours after the email was sent; or
(ii) when replied to by the other party, whichever is earlier.

26. GENERAL

26.1 GOVERNING LAW
This Agreement is governed by the law applying in Western Australia, Australia.
26.2 JURISDICTION
Each party irrevocably submits to the exclusive jurisdiction of the courts of Western Australia, Australia and courts of appeal from them in respect of any proceedings arising out of or in connection with this Agreement. Each party irrevocably waives any objection to the venue of any legal process on the basis that the process has been brought in an inconvenient forum.
26.3 ASSIGNMENT
A party cannot assign, novate or otherwise transfer any of its rights or obligations under this Agreement without the prior consent of each other party (such consent not to be unreasonably withheld).
26.4 RELATIONSHIP
(a) Nothing contained in this Agreement creates an agency, partnership, joint venture or employment relationship between Rapid Alarms and the Client or any of their respective employees, agents or contractors.
(b) Neither party nor any person acting on its behalf may hold itself out as being entitled to contract or accept payment in the name of or on account of the other party.
26.5 AMENDMENTS
(a) This Agreement may only be amended by a document signed by each party.
(b) A Client Form, quote, variation, purchase order, email approval or other written project document may amend the project-specific scope, timing, Products, Services, Deliverables, Fees, Site requirements or Special Conditions for the relevant engagement, but does not amend these Client Terms unless it expressly states that it does so.
26.6 WAIVER
No party to this Agreement may rely on the words or conduct of any other party as a waiver of any right unless the waiver is in writing and signed by the party granting the waiver.
26.7 FURTHER ACTS AND DOCUMENTS
Each party must promptly do all further acts and execute and deliver all further documents required by law or reasonably requested by another party to give effect to this Agreement.
26.8 ENTIRE AGREEMENT
This Agreement embodies the entire agreement between the parties and supersedes any prior negotiation, conduct, arrangement, understanding or agreement, express or implied, in relation to the subject matter of this Agreement.