Terms of Trade – Watchu Security Ltd (Watchu)

1 Acceptance

1.1 Engaging the Contractor to carry out Work or acceptance of a Quote provided by the Contractor constitutes acceptance by the Client of these terms. These terms will apply to all services provided by the Contractor (unless otherwise agreed in writing).

2 Contractor responsibilities

2.1 The Contractor will:

carry out the Work with reasonable skill and care,; and Comply with all health and safety legislation in carrying out the Work.

3 Client responsibilities

3.1 Unless otherwise agreed in writing, the Client is responsible for: (a) ensuring that all plans and specifications supplied to the Contractor in respect of the Works are accurate; (b) (c) ensuring that it has sufficient title or other legal entitlement to the Site to allow the Work to be carried out, and that the Contractor has sufficient access to the Site to carry out the Work; and (d) Advise the Contractor of any particular hazards relating to the Site, and take all practicable steps to ensure the Client’s own safety throughout the Work and cooperate fully in implementing the Contractor’s health and safety and environmental policies and procedures and obligations under the relevant health and safety legislation.

4 Start Date and Completion Date

4.1 Subject to receiving sufficient access as set out above, the Contractor will commence the Work on the Start Date, and complete the Work by the Completion Date, in each case subject to any extensions of time to which it is entitled under clause [8].

5 Payment

5.1 Invoices will be submitted on certain milestones as set out in the Quote. If milestones are not provided for in the Quote, the Contractor will issue invoices on a regular basis. If the Work is delayed or suspended for any reason outside the Contractor’s control, it may render an invoice at the time a relevant milestone would otherwise have been achieved. Invoices become a receipt on payment in full. 5.2 Invoices are payable by the 20th day of the month (or first Working Day after if the 20th is not a Working Day) following the date of invoice. 5.3 If the Client wishes to dispute an invoice, the Client must issue a payment schedule within 10 days of the date of the invoice. The payment schedule must identify the Contractor’s invoice to which it relates, advise the Contractor the scheduled amount that will be paid, show how the amount to be paid has been calculated and give reasons why part of the Contractor’s invoice is not being paid. On or before the due date for payment, the Client must pay to the Contractor the amount shown in the payment schedule. If a payment schedule has not been issued in accordance with this clause, the Client must pay the Contractor the full amount of the Contractor’s invoice. 5.4 Any amount which is not paid when due will incur interest at the rate of 2% per month compounding daily on the outstanding balance (both before or after any judgement, and in addition to any other rights and remedies). The Contractor also reserves the right to claim the costs of collecting any debt. 5.5 If the Quote provides for a deposit, and the deposit is not paid in full 7 days before the Work is due to start, the Contractor may without further notice cancel the contract for the Work, and such cancellation is without prejudice to any other rights and remedies.

6 Variations

6.1 The Client may request variations to the Work. With the exception of the Variations set out in clause [6.3], all variations must be in writing and contain the following: (a) A description of the work required under the Variation; (b) Any agreed adjustment to the Contract Price and/or the Completion Date for the Work. 6.2 Unless otherwise agreed, the Client may not request a Variation omitting or reducing the Work to be performed. 6.3 The Contractor is entitled to claim a Variation for: (a) any emergency works required for health and safety or environmental reasons; (b) additional work and/or changes to the Work caused by any consent requirements; (c) unforeseen physical conditions, substitutions of any materials, wages and price changes; or (d) Any increase in costs arising from a failure or delay on the Client’s part in complying with these terms. 6.4 All Variations claimed under clause [6.3] shall be calculated at the hourly rate set out in the Quote (and if no rate is stated, then $90, the cost of all materials, plus a margin of 25%, Plus GST

7 Subcontractors

The Contractor may subcontract the whole or any portion of the Work. The Contractor will be responsible for all work of our subcontractors and for ensuring that subcontractors have appropriate insurance in place.

8 Delay and extensions of time

8.1 The Contractor shall not be liable for any delay in carrying out the Work due directly or indirectly to circumstances reasonably outside its control, including disputes with subcontractors, bad weather, force majeure, accidents, fire, shortage of labour and/or materials, labour disputes, variations, failure of suppliers to deliver, or acts of any government, territorial authority or similar body. 8.2 If an extension of time is required to the Completion Date due to any of the above reasons above or any other reason beyond the Contractor’s reasonable control, the Contractor shall provide written notice to the Client of any such extension reasonably promptly after the delay becomes apparent, together with details of the new Completion Date.

9 Insurance

9.1 The Client is responsible for insuring the Work (and the Contractor may at any time require that proof of such insurance is provided). The Contractor will arrange public liability insurance up to 2,000,000. Against liability for loss or damage to any property, or injury or death or illness which arises from carrying out the Work.

10 Defects Warranty

10.1 The Client may give notice of any defect in the Work within 7 Working Days from completion of the Work and, if the defect is a result of any fault in workmanship, the Contractor will remedy those defects within a reasonable time of being notified. 10.2 The Contractor warrants any labour or Part defects for 12 months after the completion of the Work (Warranty). 10.3 The following conditions are applicable to the Warranty given in Clause 10.2, the Warranty shall not cover any defect or damage which may be caused or partly caused by or arise through: (a) any use of any Parts otherwise than for any application specified on a quote or order form; (b) any act or omission of the Client or any person other than the Contractor or an authorised sub-contractor of the Contractor;

(c) any failure by the Client to carry out maintenance or comply with any manufacturer instructions or conditions of any manufacturer warranty; (d) any failure by the Client to follow any guidelines or instructions of the Contractor; (e) any moisture spillage or ingression, vermin or insect infestation, misuse or abusive use, accident or neglect or a failure to clean or improper cleaning, (f) use of non-authorised, defective or incompatible parts; (g) repair, modification or other work carried out by any person other than by authorised or unqualified personnel; (h) continued use of any goods after any defect becomes apparent or would have become apparent to any reasonable person; or (i) Fair wear and tear or any accident or act of God. 10.4 The Warranty shall cease thereafter and the Contractor shall in no circumstances be liable under the terms of the Warranty if the workmanship is repaired or altered in any way without the Contractor’s consent. 10.5 In respect of all claims the Contractor shall not be liable to compensate the Client for any delay in either replacing or remedying the workmanship or in properly assessing the Client’s claim.

11 Suspension and termination

11.1 The Contractor may suspend the Work by notice if the Client defaults in any of its obligations under these terms, including failing or refusing to pay any invoiced amount in full by the due date for its payment. Such suspension is without prejudice to any other right to which the Contractor might be entitled. 11.2 The Contractor may terminate its obligations under these terms if at any time the Client becomes bankrupt, goes into liquidation, or has a receiver or statutory manager appointed, or defaults in its obligations under these terms and does not remedy that default within 5 Working Days of receiving a notice requiring remedy.

12 Contractor property on Site

12.1 The Client acknowledges that: (a) the legal, equitable and beneficial ownership and title to any plant, equipment or materials brought onto the Site by the Contractor remains vested in the Contractor at all times; (b) Title in all materials supplied as part of the Work remains vested in the Contractor until all amounts owing to the Contractor have been paid in full. 12.2 To secure such obligations, for the purposes of the Personal Property Securities Act 1999 (PPSA), the Client agrees that a security interest is granted of the property described in clause [12.1] (and all proceeds of that property). All payments received may be applied by the Contractor in such manner as is desirable to preserve any purchase money security interest in that property. The Client agrees that nothing in section 116, 120(2), 121, 125 to 127, 129, 131, 133 and 134 of the PPSA applies, and waive the right to receive a verification statement in respect of any security interest.

13 Signage

13.1 The Client agrees that the Contractor has the right to erect signage on the Site advertising itself during the period of the Work.

14 Information and Privacy Act

14.1 For the purpose of facilitating the Work, the Client authorises the Contractor to: (a) collect all information it may require from any third parties and authorises those third parties to release that information to the supplier; and (b) hold all information given by the customer or any third parties to the supplier; and (c) Use that information, including giving information to any other person, for the purpose of assessing the Client’s credit worthiness or to enforce the Contractor’s rights contained herein. 14.2 The information will be collected, held and used on the condition that:

(a) it will be held securely by the Contractor; and (b) it will be accessible to any of the Contractor’s employees or agents who need access to it for the Work to be completed; and (c) The Client may request access to and correction of it at any time.

15 Notices

15.1 All notices are to be in writing and hand delivered or sent by post or email to the addresses set out in the Quote. The address for service and postal address for the Contractor is the physical address set out in the Quote. 15.2 A notice is deemed to be received: (a) if personally delivered, when delivered; or (b) if posted, 3 working days after posting; or (c) if sent by fax, on production of a transmission report (by the machine from which the fax was sent) that indicates that the fax was sent in its entirety; or (d) if sent by email, when the email leaves the sender’s communications system, provided that the sender:

does not receive any error message relating to the sending of the email; or (ii) receives confirmation that the email was delivered (which may include an automated delivery receipt from the recipient’s communications system).

15.3 Despite clause [15.2], any notice received after 5pm, or received on a day that is not a Working Day, is deemed not to have been received until 9am on the next Working Day.

16 Dispute Resolution

16.1 If there is any dispute relating to these terms or the Work, the party raising the dispute must give the other party written notice specifying particulars of the dispute. 16.2 If negotiations between the parties do not resolve the dispute, either party may refer a dispute to adjudication under the Construction Contracts Act 2002 or bring a claim before the Disputes Tribunal or the High Court, as appropriate.

17 Definitions

In these terms: Client: means the person(s) stated as the Client(s) in the Quote. Completion Date means the expected date on which the Contractor reasonably believes the Work will be completed, subject to extensions of time, as stated in the Quote. Contractor means Watchu Security Waikato Ltd. Contract Price means the price for the Work calculated in accordance with the Quote and subject to any adjustments provided for in these terms. Including does not imply limitation. Quote means the quote for the Works submitted by the Contractor to the Client.

Parts means all goods supplied or required to be supplied by the Contractor in the course of performance of the contract. Site means the site address at which the Work is to be carried out, as stated in the Quote. Start Date means the expected start date at which the Contractor reasonably believes physical work will commence on Site, as stated in the Quote. Variation means a variation to the Works under section [6]. Work means the security, electrical and related services or works stated in the Quote (subject to consents and Variations) at the Site. Working Day has the meaning given in the Construction Contracts Act 2002