1. CLIENT FORM AND THIS AGREEMENT

(a) These Client Terms apply to all the Client’s dealings with Rapid Alarms, including all agreements, quotations, proposals or orders under which Rapid Alarms provides Products and/or Services (each a Client Form).

(b) The Client accepts this Agreement by: (i) signing or accepting a Client Form or Proposal; (ii) issuing a purchase order; (iii) paying a deposit or invoice; (iv) instructing Rapid Alarms to commence Services; or (v) otherwise accepting the Products or Services after receiving or becoming aware of this Agreement.

(c) In any inconsistency between these Client Terms and any Client Form, these Client Terms prevail, except that Special Conditions (as described in a Client Form) prevail to the extent of any inconsistency.

(d) The Client is responsible for confirming that the Client Form accurately specifies the quantity, specifications, agreed Fees, and any specific technical performance requirements for the Products and/or Services. Any technical requirement not recorded in the Client Form will not be treated as agreed.

2. PRODUCTS AND SERVICES

(a) In consideration for payment of the Fees set out in the Client Form, Rapid Alarms will provide the Services and/or Products described in the Client Form.

(b) Rapid Alarms may, in its discretion: (i) not commence work until the Client has paid any deposit payable; and (ii) withhold delivery of Services until the Client has paid a relevant invoice.

(c) 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 on that information and is not responsible for any design deficiencies, specification inconsistencies or errors in those documents.

(d) Rapid Alarms may substitute equivalent products where manufacturers discontinue products, supply shortages arise or equivalent products become available, provided substituted products are materially equivalent in function and performance.

(e) 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.

(f) Equipment locations, cable routes, programming methods and drawings shown in any Proposal are indicative only and may reasonably change due to Site conditions, safety requirements, builder directions, access restrictions or practical installation requirements.

(g) Rapid Alarms may refuse to commence work, withhold procurement, or suspend Services where the Client has not paid amounts due or has not provided required Site access, approvals, information, utilities or other Client dependencies.

2A. CCTV AND SECURITY SYSTEM PERFORMANCE STANDARDS

2A.1 Camera and Image Performance
(a) The image quality, detection range, and identification capability of CCTV cameras depends on factors including but not limited to: available lighting, camera placement and angle, lens type, weather conditions, network bandwidth, storage configuration, and recording settings. Rapid Alarms does not warrant any specific identification outcome under operational conditions.

(b) Unless expressly stated in the Client Form, Rapid Alarms does not warrant that any camera system meets, or is designed to meet, any specific standard including Australian Standard AS 4806.2, ANZPAA guidelines, any specified pixels-per-metre (PPM) threshold, or any police or government evidentiary requirement.

(c) If the Client requires a system to meet a specific performance standard (including any facial identification, licence plate recognition, AS 4806.2 compliance, or police investigation standard), the Client must state that requirement expressly in writing before the Proposal is accepted. Rapid Alarms will not be responsible for meeting performance standards not recorded in the Client Form.

(d) Cameras supplied are those specified in the Client Form. The resolution or megapixel rating refers to the sensor specification of the camera hardware and does not guarantee that footage will achieve any particular standard of clarity under all real-world conditions.

2A.2 Licence Plate Recognition (LPR) and Facial Recognition

(a) Standard security cameras are gener…

(a) Unless expressly stated otherwise in the Client Form, the scope “cabling as required” gives Rapid Alarms full discretion to determine cable routing, cable type, and whether to use new or existing cable infrastructure where existing cabling is assessed as serviceable.

(b) Rapid Alarms does not warrant existing cable infrastructure and is not responsible for performance issues arising from pre-existing cabling it reuses in reliance on clause (a).

(c) Cable labelling, cable identification, cable marking at termination points, and provision of service-loop slack are not included in the standard scope unless expressly specified in the Client Form.

(d) If the Client requires specific cabling practices (including use of all new cable, labelled cables, or min…

(b) The Client will pay the Additional Work Rate if it requests Rapid Alarms to correct defects in Client-supplied goods.

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 CONSTRUCTION

1.1    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 Existing Infrastructure

(a) Where Rapid Alarms connects to, integrates with or relies on any existing infrastructure, security system, electrical or communications infrastructure: (i) the Client accepts the risk of any defect, limitation or unsuitability; (ii) Rapid Alarms is not required to verify suitability or fitness for purpose; (iii) any additional work required due to defects will constitute Additional Work.

(b) If Rapid Alarms discovers latent conditions, defective infrastructure, or unsuitable Site conditions during the Services, it may suspend Services, issue a variation, and recover additional costs reasonably incurred.

4.3 Drilling and Damage

The Client must notify Rapid Alarms of the positioning of any wires, plumbing or structural elements before drilling occurs. Rapid Alarms will not be liable for damage arising from Services if the Client fails to do so or if damage results from following the Client’s instructions.

5. WORK TIMES

(a) Rapid Alarms will provide Services during regular business hours.

(b) If the Client requires Services After Hours (including where the Client fails to make the Site available during business hours), the Client will pay the After Hours Rate specified in the Client Form.

(c) Additional work outside the agreed Client Form scope will be charged at the Additional Work Rate set out in the Client Form.

6. PAYMENT

6.1 Fees

The Client must pay all Fees, milestone payments, Additional Work Rates and other amounts in accordance with the Client Form. The Client’s obligation to pay is not conditional on the Client receiving payment from any third party including any builder or developer.

6.2 Invoices

(a) If Rapid Alarms issues an invoice, payment must be made by the time specified in that invoice.

(b) In all other circumstances, payment is due within 7 Business Days of receiving an invoice.

(c) Rapid Alarms is not obliged to procure equipment, continue Services or achieve any project milestone until all amounts due have been received in cleared funds.

6.3 GST

Unless otherwise indicated, amounts in the Client Form do not include GST. The Client must pay GST on all taxable supplies subject to receipt of a tax invoice.

6.4 Late Payment

(a) If the Client does not pay by the due date, Rapid Alarms may, after 2 Business Days’ written notice: (i) suspend Services; (ii) cease procurement; (iii) remove personnel from Site; (iv) extend all completion dates; and (v) recover all reasonable legal, debt recovery and administration costs.

(b) Interest at 10% per annum may be charged on overdue amounts after a further 7-day grace period following written notice.

6.5 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.

6.6 Payment Schedule — Commercial Projects

Unless otherwise stated in the Quotation, commercial projects will be invoiced as follows:
– 25% upon acceptance of the quotation to secure scheduling and commence project works.
– 50% upon procurement of equipment, or when equipment is received and allocated to the project (whichever occurs first).
– 25% upon Practical Completion, prior to handover of programming files, administrator credentials, as-built documentation, warranties, training or final commissioning.

7. PRICING

(a) Product availability, specifications, lead times and pricing may change after acceptance due to supplier, manufacturer or distributor requirements, discontinued Products, supply chain disruptions or other matters outside Rapid Alarms’ reasonable control.

(b) Where a Product becomes unavailable or unsuitable before procurement, Rapid Alarms may propose a reasonably equivalent Product and seek the Client’s written approval before ordering.

(c) If the Client requires a system to meet a specific performance standard (including any facial identification, licence plate recognition, AS 4806.2 compliance, or police investigation standard), the Client must state that requirement expressly in writing before the Proposal is accepted. Rapid Alarms will not be responsible for meeting performance standards not recorded in the Client Form.

(d) Cameras supplied are those specified in the Client Form. The resolution or megapixel rating refers to the sensor specification of the camera hardware and does not guarantee that footage will achieve any particular standard of clarity under all real-world conditions.

2A.2 Licence Plate Recognition (LPR) and Facial Recognition

(a) Standard security cameras are general-purpose surveillance devices. They are not designed or warranted for automatic number plate recognition (ANPR/LPR) or facial recognition unless the Client Form expressly specifies an ANPR or facial recognition system.

(b) If the Client requires LPR capability at a specific distance or under specific conditions, this must be recorded as a written specification in the Client Form prior to the quote being accepted.

(c) AI-based human and vehicle detection (SMD) features identify the presence of a person or vehicle class. They do not constitute facial recognition and do not identify specific individuals.

2A.3 Alarm System Performance

(a) Alarm systems are designed to detect and signal intrusion or other events. Rapid Alarms does not warrant that any alarm system will prevent all intrusion, detect all events, or activate under all circumstances.

(b) System performance may be affected by power outages, telecommunications failures, internet disruptions, signal interference, or tampering. These are outside Rapid Alarms’ control after handover and are excluded from warranty.

2B. RECORDING, STORAGE AND RETENTION

(a) The storage capacity supplied is as specified in the Client Form. Rapid Alarms does not warrant any minimum recording retention period unless a specific retention period is expressly stated in the Client Form.

(b) The actual retention period achieved will depend on the number of cameras, recording resolution, recording mode (continuous, motion-triggered or schedule), compression settings, and the number of events recorded — all of which may be adjusted by the Client after handover.

(c) If the Client requires a specific retention period (e.g. 28 days of continuous recording), the Client must specify this requirement in writing before the Proposal is accepted. Rapid Alarms will calculate the required storage and include it in the Client Form. Retention periods not specified in the Client Form are not warranted.

(d) The Client is responsible for managing recording schedules, storage settings, and archiving footage after handover.

(e) Rapid Alarms is not liable for loss of footage arising from storage capacity being exceeded, drive failure, power interruption, cyber incident, or the Client’s reconfiguration of the system.

2C. SYSTEM HANDOVER AND TRAINING

(a) Unless otherwise agreed in the Client Form, system handover includes: commissioning and testing of installed equipment; basic demonstration of the system’s operation; smartphone application setup (subject to adequate internet connection); and provision of any manufacturer documentation available.

(b) Handover does not include: extended user training sessions; configuration of third-party devices, smart home systems, streaming platforms, or televisions; ongoing help-desk support; network infrastructure setup beyond the security system itself; or repeat visits for operator instruction unless separately quoted.

(c) The Client is responsible for reading manufacturer user guides and utilising manufacturer-provided support resources for day-to-day system operation after handover.

(d) Post-handover support, configuration assistance, and user training are available at Rapid Alarms’ standard service rates.

2D. CABLING, CABLE LABELLING AND INSTALLATION METHODOLOGY

(a) Unless expressly stated otherwise in the Client Form, the scope “cabling as required” gives Rapid Alarms full discretion to determine cable routing, cable type, and whether to use new or existing cable infrastructure where existing cabling is assessed as serviceable.

(b) Rapid Alarms does not warrant existing cable infrastructure and is not responsible for performance issues arising from pre-existing cabling it reuses in reliance on clause (a).

(c) Cable labelling, cable identification, cable marking at termination points, and provision of service-loop slack are not included in the standard scope unless expressly specified in the Client Form.

(d) If the Client requires specific cabling practices (including use of all new cable, labelled cables, or minimum slack lengths), these must be recorded in writing in the Client Form before the Proposal is accepted.

2E. DATA SECURITY AND ENCRYPTION

(a) Standard NVR, DVR and alarm panel systems supplied by Rapid Alarms include device-level password protection. Full-disk encryption of storage media is not a standard feature of most security hardware and is not provided unless expressly specified in the Client Form.

(b) The Client is responsible for maintaining secure passwords, user accounts, and access controls on all installed systems after handover.

(c) Rapid Alarms is not liable for unauthorised access to recorded footage or system data resulting from the Client’s failure to maintain secure credentials, or from vulnerabilities in the Client’s network infrastructure.

(d) If the Client requires encrypted storage, specific cybersecurity configurations, or compliance with any data protection standard, this must be specified in the Client Form.

8. VARIATIONS AND CHANGES

(a) The Client must pay additional fees for Changes requested by the Client outside the scope of the Client Form.

(b) A variation may arise where: (i) the Client requests a change to Products, Services, design, timing or scope; (ii) Rapid Alarms cannot reasonably perform the agreed scope due to Site conditions, latent conditions, access constraints, equipment availability or third-party requirements; (iii) the Client does not provide required access, approvals, power, or other dependencies; (iv) excluded work is required; (v) work is performed outside business hours; or (vi) adverse conditions outside Rapid Alarms’ reasonable control affect the Services.

(c) Where Rapid Alarms experiences a supplier price increase after acceptance but before ordering, it will notify the Client and the parties will agree an appropriate variation before Rapid Alarms proceeds.

(d) Approved variations will be charged at the quoted amount or, where no amount is agreed, at the Additional Work Rate plus the cost of Products and other costs reasonably incurred.

9. INSTALLATIONS

9.1 Installation Dates

(a) Rapid Alarms may change the Installation Date by giving reasonable notice, or on the installation date if weather conditions, lack of access or other circumstances beyond its control prevent the Services from being carried out.

(b) Rapid Alarms is entitled to a reasonable extension of time where delays are caused by the Client, builder, other trades, industrial action, or other matters outside Rapid Alarms’ reasonable control.

(c) Where such delays cause Rapid Alarms to incur additional costs, the Client must pay those reasonable additional costs.

(d) Rapid Alarms is not liable for liquidated damages, delay damages or back charges unless expressly agreed in writing in the Client Form.

9.2 Installation Requirements

On the Installation Date, the Client must: (a) be present at the Site; (b) provide access to all personnel, equipment and vehicles required; (c) ensure the Site is clean and ready. If the Client is absent or the Site is not ready, Rapid Alarms may charge a call-out fee for each member of personnel booked.

9.3 Minor Damage

The Client acknowledges that installation may occasion minor damage to the Site (including drilling into walls, ceilings and floors). Rapid Alarms will use reasonable endeavours to minimise such damage but will not be liable for minor damage or damage arising from pre-existing conditions. Where the Client incurs repair costs, Rapid Alarms will not be liable unless it has agreed to remedy the damage in writing.

10. TITLE AND RISK

(a) Title to all Products remains with Rapid Alarms until all amounts owing have been paid in full, notwithstanding that Products may have been installed.

(b) Risk in the Products passes to the Client when they are delivered to the Site or placed under the Client’s control, regardless of whether installation has commenced.

(c) If the Client does not pay for Products on the due date, Rapid Alarms is authorised to enter any premises where Products are located and retake possession without liability for trespass or reasonable damage.

(d) This Agreement constitutes a security agreement for the purposes of the Personal Property Securities Act 2009 (Cth).

11. DELIVERY AND STORAGE

(a) Unless otherwise indicated, amounts in Client Forms do not include delivery.

(b) Unless otherwise agreed, Rapid Alarms will procure and transport Products to the Site as part of performing the Services.

(c) Where Products are delivered before installation, the Client must ensure they are securely stored and protected from theft, vandalism, weather, and unauthorised access. Rapid Alarms is not liable for loss or damage after delivery, except to the extent caused by Rapid Alarms’ negligence.

12. DEFECTIVE PRODUCTS

(a) The Client must inspect Products within 3 Business Days of delivery and notify Rapid Alarms in writing of any apparent shortage, visible damage or defect.

(b) If the Client does not notify Rapid Alarms within that period, the Client is deemed to have accepted the Products and Rapid Alarms will be entitled to the full price.

(c) Where a defect is confirmed by Rapid Alarms, it will (at its discretion) replace, repair or refund the relevant Products.

(d) Products are not defective where the issue arises from misuse, failure to follow manufacturer instructions, failure to maintain, or fair wear and tear.

13. WARRANTY AGAINST DEFECTS

13.1 Australian Consumer Law

Rapid Alarms’ Services come with guarantees that cannot be excluded under the Australian Consumer Law. For major failures, the Client is entitled to cancel this Agreement and receive a refund or compensation. These rights are in addition to the Rapid Alarms Warranty.

13.2 Rapid Alarms Warranty

(a) Subject to the exclusions below, Rapid Alarms warrants the Products and Services supplied against defects in materials and workmanship for a period of 12 months from the date of Practical Completion (Warranty Period).

(b) Manufacturer warranties (which may exceed 12 months) are passed through to the Client to the extent permitted by the manufacturer.

(c) The warranty is conditional upon the Client: (i) using Products in accordance with Rapid Alarms’ and the manufacturer’s instructions; (ii) carrying out all recommended servicing and maintenance; and (iii) not making unauthorised modifications.

13.3 Warranty Exclusions

The Rapid Alarms Warranty does not apply to defects arising from: power interruptions or surges; internet or telecommunications outages; software or firmware updates; third-party monitoring service failures; cyber attacks; unauthorised modifications; misuse; vandalism; weather events; lightning; flooding; vermin or pests; building movement; or failure to maintain Products in accordance with manufacturer recommendations.

13.4 Security System Limitations

Rapid Alarms does not warrant that any security system, alarm, or CCTV system will: (i) prevent all theft, burglary, vandalism, or unauthorised access; (ii) produce footage sufficient for any particular investigative, legal, or evidentiary purpose; (iii) comply with any policing, government, insurance, or evidentiary standard unless expressly specified in the Client Form; or (iv) achieve any particular result in criminal proceedings.

13.5 Warranty Claims

To make a claim, the Client must contact Rapid Alarms at [email protected] within the Warranty Period with full details of the fault including images where possible. Rapid Alarms will assess the claim and, if confirmed as a warranty defect, will repair or replace at its cost. If the fault is not a warranty defect, Rapid Alarms may charge a call-out fee for the inspection.

14. THIRD-PARTY PLATFORMS AND INTEGRATIONS

(a) Rapid Alarms gives no warranty regarding the ongoing operation, availability, compatibility or functionality of any third-party software, cloud platform, mobile application, monitoring service, telecommunications network, smart home system, television, or streaming service used in connection with the Products.

(b) Integration with third-party platforms including but not limited to televisions, streaming services, smart home controllers, home automation systems, and access control platforms is not included in the standard scope of works unless expressly specified in the Client Form.

(c) Rapid Alarms is not liable for any loss arising from changes to third-party platform functionality, discontinued APIs, software updates, or the Client’s network environment affecting the operation of Products after handover.

15. CONFIDENTIALITY

(a) Each party must not use or disclose confidential information of the other party without prior written consent, except as required by law or as necessary to perform obligations under this Agreement.

(b) This clause does not apply to information which is generally available to the public (other than as a result of a breach of this Agreement).

16. REPRESENTATIONS AND ENTIRE AGREEMENT

(a) 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.

(b) No verbal statement, representation, general advice, product recommendation, sales representation, demonstration, or pre-contractual communication is binding on Rapid Alarms unless it is expressly recorded in the Client Form.

(c) To the maximum extent permitted by law, all express or implied representations and warranties not expressly stated in this Agreement or a Client Form are excluded.

(d) Nothing in this Agreement is intended to limit the operation of the Australian Consumer Law.

17. LIABILITY

(a) Limitation: To the maximum extent permitted by applicable law, the maximum aggregate liability of Rapid Alarms is limited to the total Fees paid to Rapid Alarms in the 6 months preceding the first event giving rise to liability.

(b) Consequential Loss: Rapid Alarms will not be liable for incidental, special or consequential loss including loss of data, business opportunity, goodwill, anticipated savings, profits or revenue, except to the extent this cannot be excluded under applicable law.

(c) 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 or negligence.

(d) Footage and 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.

(e) Evidentiary Value: Rapid Alarms makes no representation and gives no warranty as to the evidentiary value, investigative utility, or legal sufficiency of any footage, recording or data produced by the installed system. The Client acknowledges that whether footage is sufficient for identification, investigation, or conviction is a matter outside Rapid Alarms’ control and responsibility.

(f) Client Indemnity: The Client agrees to indemnify and hold harmless Rapid Alarms and its officers, employees, agents and contractors from any loss or liability caused or contributed to by the Client’s breach of this Agreement or negligent, fraudulent or criminal act or omission.

18. SUBCONTRACTING

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

19. TERMINATION

19.1 Termination for Convenience

(a) The Client may 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.

19.2 Termination for Cause

Either party may terminate immediately by written notice after giving the other party 10 Business Days to rectify a breach that has not been remedied within that period.

19.3 Effect of Termination

On termination: (a) Rapid Alarms will refund amounts paid for goods or services not provided; (b) the Client must pay all amounts owed for goods or services already provided and any Cancellation Fees; (c) each party must return the other’s property and confidential information; and (d) title to unpaid Products remains with Rapid Alarms.

20. PURCHASE ORDERS

Any purchase order, subcontract, work order or similar document issued by the Client is for administrative purposes only and does not amend or replace this Agreement unless expressly agreed by Rapid Alarms in writing. To the extent of any inconsistency, this Agreement prevails.

21. 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.

22. DISPUTE RESOLUTION

(a) A party claiming a dispute has arisen must not commence court proceedings unless it has first given written notice containing reasonable details of the dispute and allowing the other party 14 days to resolve the dispute in good faith.

(b) If the dispute is not resolved within 14 days, either party may take legal proceedings.

(c) Nothing prevents a party from seeking urgent interlocutory relief.

23. FORCE MAJEURE

(a) Where a party is unable to perform an obligation (other than to pay money) due to a Force Majeure Event, that obligation is suspended for the duration of the event.

(b) Force Majeure Event means: acts of God; storms, floods, earthquakes, lightning, fire or explosion; strikes or industrial action outside the party’s control; war, terrorism, riot or civil commotion; epidemic or pandemic; government orders; shortage of materials, components or electronic equipment; shipping, customs or freight delays; or other supply chain disruptions beyond the reasonable control of the affected party.

24. NOTICES

Notices must be in writing in English and delivered by email to the email address most regularly used by the parties for the subject matter of this Agreement. Notice is taken to be given 24 hours after the email is sent, or when replied to by the other party (whichever is earlier).

25. GENERAL

Governing Law: This Agreement is governed by the law of Western Australia, Australia.

Jurisdiction: Each party irrevocably submits to the exclusive jurisdiction of the courts of Western Australia and courts of appeal.

Assignment: A party cannot assign or transfer any rights or obligations without the prior written consent of each other party (not to be unreasonably withheld).

Relationship: This Agreement does not create an agency, partnership, joint venture or employment relationship between the parties.

Amendments: These Client Terms may only be amended by a document signed by each party. A Client Form, quote, variation or written project document may amend project-specific scope, timing, Products, Fees or Special Conditions for the relevant engagement only.

Waiver: No party may rely on the conduct of another party as a waiver of any right unless the waiver is in writing and signed by the waiving party.

Severability: If any provision of this Agreement is unenforceable, it is severed to the minimum extent necessary and the remaining provisions continue in full force.