Parties

1. The parties to the Agreement of which these Terms & Conditions form part are:
2. Secure Lifestyle Solutions ABN 17 808 374 615 (variously described as “we”, “us”, “our”, “Secure Lifestyle Solutions” and “SLS” throughout these Terms & Conditions); and
3. The customer referred to and described in the proposal to which these Terms & Conditions are attached and of which they form part (variously described as “you”, “your” and “customer” throughout these Terms & Conditions).

Relevant entity

2. Any reference to Secure Lifestyle Solutions in this Agreement is a reference to Simon Terrence Doonar of 3 Bradley Close Laidley Heights in the State of Queensland ABN 17 808 374 615 trading as Secure Lifestyle Solutions.

Agreement

3. The proposal to which these Terms & Conditions are attached (“Proposal”) and of which they form part constitute our offer to you to provide the services as set out in the Proposal (“Services”).
4. The customer warrants that it has authority and capacity to enter into the Agreement constituted by the Proposal and these Terms & Conditions (“Agreement”).
5. The offer constituted by these Terms & Conditions and the Proposal to which they are attached may be accepted by executing this Agreement in accordance with Clause 6.
6. This Agreement will have been taken to have been executed by (or by the authority of) the customer where:
7. A printed copy of this Agreement is signed by the customer or its authorised representative;
8. An electronic copy of this Agreement is signed by the customer or its authorised representative pursuant to section 14 Electronic Transactions Act 2001 (Qld) or its equivalent in the place in which the customer’s acceptance takes place; or
9. Having received these Terms & Conditions and the Proposal of which they form part, the customer, or its authorised representative, indicate in writing, including via email, that the customer wishes SLS to proceed in accordance with the Proposal.

Warranty of Authority

7. The customer warrants that it has authority and has obtained all necessary consents necessary to deal with the property (real and movable) the subject of the Proposal (“Property”) and will, upon request, provide written evidence of any such consent. The customer acknowledges that SLS is not obliged to independently enquire as to the existence of any consent or authority and the customer agrees to hold SLS, its servants and agents in dealing with the Property in providing the Services pursuant to the terms of this Agreement.
8. In the event that the customer is a body corporate or composed of more than one person (natural or body corporate) the customer’s authorised representative, as identified in the Proposal, has actual authority to enter into the agreement on the customer’s behalf. SLS is not obliged to make enquiries as to the existence of such authority and the customer’s authorised representative agrees to hold SLS harmless for any loss or damage caused to the customer, the owner or rightful possessor of the Property or any other person howsoever caused.
9. In the event that the customer is a body corporate or composed of more than one person (natural or body corporate) the customer warrants that all of the internal processes necessary to authorise the customer entering into this agreement have been followed. The customer acknowledges that SLS is under no obligation to independently verify this.

Fees, Charges and Invoicing

10. Upon delivery of the executed Agreement to SLS by the customer or its authorised representative SLS shall issue Tax Invoices for the Services.
11. The customer agrees to pay the Tax Invoices issued by SLS in accordance with the terms set out in the Tax Invoices as issued prior to any of the Services being provided by SLS.
12. Where the Services to be provided to the customer by SLS are in the nature of a security audit or recommendation then any advices given and recommendation made by SLS incorporating recommendations for the installation of security infrastructure or equipment shall be submitted to the customer as a further Proposal to which these Terms & Conditions shall apply and which shall form part of this Agreement.
13. Where the Services include the ordering and commissioning of installation of security infrastructure or equipment on behalf of the customer the customer must pay the Tax Invoice relating to such infrastructure and equipment before the commissioning of those services can take place.
14. In the event that infrastructure or equipment in relation to which the customer has made payment becomes unavailable after payment the customer agrees that it will accept equipment and infrastructure, or components thereof, of a like functionality having regard to the overall system and security results to be achieved pursuant to the advices of SLS contained in the Proposal or Proposals.
15. In the event that infrastructure or equipment substituted pursuant to Clause 14 is of a greater cost than originally advised and invoiced the customer agrees to pay the additional costs upon demand constituted by the issue of a supplementary Tax Invoice for the difference.
16. In the event that the infrastructure or equipment substituted pursuant to Clause 14 results in a cost lower than that originally advised and invoiced then SLS will issue an Adjustment Note to the customer and may either apply the excess amount to other components of the infrastructure and equipment which the customer has commissioned or refund the excess amount to the customer.
17. Our Tax Invoices are issued in the expectation that they will be paid in full without deduction of any kind for any reason. You understand and acknowledge that unless our Tax Invoices are paid in full according to their terms we are not obliged to, nor will we, provide the services to which the Tax Invoice relates unless paid in full.

Payment

18. Subject to any other agreement in writing between you and SLS payment of our Tax Invoices is accepted by Electronic Funds Transfer (EFT) to the SLS Bank Account details of which are as follows:

Account Name: Secure Lifestyle Solutions

Bank: Heritage Bank Limited

Branch: Toowoomba

BSB: 638060

Account No.: 15953890

19. In circumstances where Services have been provided prior to payment SLS is entitled to charge interest at the rate prescribed for unsatisfied money orders under section 59(3) Civil Proceedings Act 2011 (Qld) from the date on which the payment becomes due until payment. That rate at the present time is the Reserve Bank of Australia Cash Target Rate plus 6%.

Access and safety

20. The customer agrees to make safe the Property to enable SLS, its servants, agents, contractors, employees, and third parties engaged by SLS on behalf of the customer to undertake the activities necessary in order to provide the Services the subject to this Agreement.
21. The customer warrants that the Property is free of pathogens, contaminants, hazardous materials or radiation sources which may cause injury, disease or disease like conditions due to exposure, inhalation or other contact and agrees that it will hold harmless SLS, its servants and agents from any loss or damage (insured or otherwise) arising from exposure, inhalation, or other contact with such pathogens, contaminants, hazardous materials or radiation sources in the performance of the Services the subject of this Agreement howsoever caused including by disease or disease like mechanisms.
22. The customer agrees that it will secure and restrain any animals owned by the customer or over which the customer has control prior to SLS, its servants or agents attending the Property to perform the Services and to the extent that there may be animals which may be present on the Property from time to time over which the customer does not have control the customer shall take steps to ensure that no such animals are present on the Property at times when the customer and SLS have agree that SLS, its servants or agents have access to the property to provide the Services the subject of this agreement.

Warranties, assignment and qualified advice

23. Secure Lifestyle Solutions is the holder of relevant licenses and accreditations which enable SLS to source and facilitate the provision and installation of security infrastructure and equipment to which the customer may not otherwise have access. The customer acknowledges that SLS providing the customer access to security infrastructure and equipment (including third party installers and suppliers) by reason of the licenses and accreditations held by it constitute a valuable service provided by SLS. Those licenses and accreditations relevantly include:
24. Security Equipment Installer / Security Adviser (Qld) – License Number 324925
25. Security Equipment Specialist / Security Adviser (NSW) – Licence Number 410076817
26. The advice and Proposal the subject of this Agreement are qualified and limited by the information on which they are based. SLS relies upon the instructions of and information disclosed by the customer in relation to the Property and the security objectives disclosed by the customer to SLS. The customer agrees that SLS is not liable for any loss or damage arising from any circumstance arising as a consequence of any disclosure made to SLS by the customer which is untrue, false of made in error or by reason of any omission by the customer in disclosures made to SLS in the commissioning of the Services the subject of this Agreement.
27. Upon payment of all invoices connected with the Proposal the subject of this Agreement SLS agrees to assign in favour of the customer all manufacturers and statutory warranties in respect of any security infrastructure or equipment supplied and installed on the customer’s Property pursuant to this Agreement.
28. Until payment of all Tax Invoices connected with the Proposal title to and in the security equipment and infrastructure installed pursuant to this Agreement shall remain the property of the owner or supplier of that equipment or infrastructure and in the event that infrastructure is installed or equipment supplied prior to payment then the customer authorises us, our servants, agents or contractors to enter onto the Property and to remove such infrastructure and equipment as may there be installed and shall hold SLS harmless for any loss or damage occasioned by such removal (including reasonable steps taken to gain access to the Property for that purpose)

Exclusion of liability

27. The customer acknowledges that SLS makes no warranty in relation to the functionality of any particular item of equipment or any security infrastructure installation supplied or installed pursuant to the Proposal the subject of this Agreement and the customer agrees to hold SLS, its servants and agents, harmless in relation to any loss or damage arising from any failure in functionality of or non-functionality of any security equipment or security infrastructure supplied or installed pursuant to the Proposal the subject of this Agreement..
28. The customer acknowledges that SLS makes no warranty as to the integrity or susceptibility to circumvention of any equipment or security infrastructure installed pursuant to the Proposal the subject of this Agreement and the customer agrees to hold SLS, its servants and agents, harmless in relation to any loss or damage arising from any circumvention of any security equipment or security infrastructure supplied or installed pursuant to the Proposal the subject of this Agreement.
29. Security infrastructure and equipment is not effective unless used in the manner for which it is designed. The customer agrees to hold SLS, its servants and agents, harmless for any loss or damage arising for the improper use (including failure to use) of any security equipment or security infrastructure in the manner for which it was designed or in the manner provided for by the manufacturer for its use, arming, calibration or maintenance.

No commissions unless expressly disclosed

30. The recommendations made by us in any Proposal are based on fulfilling your security objectives in the most effective way we consider possible at the time the Proposal is made. We do not, unless we advise you that this is the case, received commissions or payments of any kind from the suppliers, installers or service providers which we recommend to you in our Proposal to you.

Disputes, documents and service

31. In the event you wish to raise any dispute in relation to the Services provided (including the supply and installation of equipment or infrastructure) you must raise such dispute with us within 30 days of delivery of the Services to which your complaint relates. You acknowledge that if you raise a complaint concerning the supply, installation or provisioning of any third party equipment or services SLS is not responsible or liable to you for any dispute arising as a consequence of the supply, installation, provisioning, maintenance, upkeep, subscription to or any other charge, thing or feature of such third party provided service (including equipment or infrastructure) and whilst we will pass on your complaint to the third party supplier, installer or service provider we are not responsible for any delay in so doing or its consequences.
32. In the event that you do not raise any complaint or dispute with us for which we may be answerable to you within 30 days of the provision of the services to which your complaint relates you will be deemed satisfied with the services and we will thereafter no longer be answerable to you for any complaint arising from the provision of the services to you by us.
33. In the event that it becomes necessary for us to issue proceedings to recover any amounts owing to us by you under this Agreement you agree that we may serve documents including originating process relating to that proceeding upon you by ending scanned electronic copies of filed court documents to you to the email address nominated as your email address in the Proposal to which the amount owing to us relates and good proper and effective service shall be deemed to have been effected upon you pursuant to rule 119 Uniform Ciil Procedure Rules 1999 such service being deemed as having been effected upon you immediately upon the email (or last of a series of emails in the case of more than one email) being recorded as sent by our outgoing mail server.
34. In the event that email service upon you is not possible you agree that, pursuant to rule 119 Uniform Civil Procedure Rules 1999 and notwithstanding the provisions of section 109X Corporations Act 2001, where applicable, we may serve you with documents including originating process by sending the same to you by ordinary prepaid post to the address appearing as your address on the Proposal and service shall be deemed to have been effected upon you on the second business day after posting.

Risk

35. In relation to all equipment and infrastructure commissioned, supplied, or installed pursuant to this Agreement the customer acknowledges and agrees that any such infrastructure or equipment is at the risk of the customer upon the earlier of the receipt of the equipment, infrastructure or any part of them by the delivery carrier or the customer.
36. In the event that the equipment or infrastructure or any part of them are damaged or destroyed before title passing to the customer then the supplier of the same is entitled and the customer agrees that the supplier is entitled to the proceeds of any insurance claim in relation to such damage or destruction and the production of this Agreement by SLS or the supplier shall be sufficient evidence of the supplier’s entitlement to such insurance proceeds.

Privacy

37. The Customer hereby authorises us:
38. to collect, retain, record, use and disclose personal information about the Customer, in accordance with the Privacy Act 1988, to persons or legal entities including Legal Practitioners or any other professional consultant engaged by us, a debt collector, credit reference organisation or any other individual or organisation which maintains credit references or default listings; and
39. to make enquiries with respect to the Customer’s credit worthiness;
40. to exchange information with other credit providers in respect to previous defaults of the Customer;
41. and to notify other credit providers of a default by the Customer.

Confidential Information

38. SLS does not keep, record or store confidential information concerning the use or implementation of ay security equipment or infrastructure supplied to the customer pursuant to this Agreement including but not limited to arming, activation or de-activation codes for systems or equipment installed pursuant to the Proposal or access credentials, IP or MAC addresses for monitoring, surveillance or other remotely accessible equipment or infrastructure installed pursuant to the Proposal.
39. SLS will keep confidential all information concerning the nature and specification of the equipment and infrastructure installed pursuant to the Proposal.

Title

40. Title to and in the equipment and infrastructure supplied or installed pursuant to this Agreement does not pass to the customer until that infrastructure and equipment and all parts of it are paid for by the customer in full.

Giving of Security

41. You authorise us to take security, the preparation and registration of which you agree to indemnify us for including the legal fees which we may be charged for the preparation of the same on the indemnity basis for which we will issue a Tax Invoice payable upon terms as set out in these Terms and Conditions, for our Fees including in the form of a charge over any interest in property you presently or may at any future time have including but not limited to:
42. the registration of any Security Interest (or equivalent) under the Personal Property Securities Act 2009 (Cth);
43. giving us a mortgage over any interest in real property in which you may now or at any future time have an interest; and
44. consenting to us lodging a caveat over any interest in real property in which you may now or at any future time have an interest.

PPSR

42. In this Clause 42the following Clauses 43 to 55:
43. all terms have the meaning given to them in the Personal Properties Security Act 2009 (Cth) (PPSA).
44. Property includes all Goods supplied to the Customer, including but not limited Goods as described on the;
45. Tax Invoice; quotation;
46. work authorisation;

iii. Application Form;

1. Job Order Form;
2. Proposal; or
3. other form as approved by us and includes Services relating thereto.
4. For the purpose of Clauses 42 to 55 Property is considered to be PPSA Retention of Title Property in accordance with s51F Corporations Act 2001 (Cth);
5. If SLS grants credit terms to the customer, then to secure the punctual payment of all amounts owed by the customer to SLS, the customer grants to SLS security interests over all:
6. present and after-acquired property of the customer in relation to which the customer can be grantor of a security interest under the PPSA; and
7. Property (including any proceeds of that Property) supplied on retention of title terms to the customer by the SLS pursuant to the terms of this Agreement.
8. The customer acknowledges that this Agreement:
9. constitutes a security agreement;
10. creates a security interest in all Goods previously supplied by SLS to the customer; and
11. creates a security interest in all Goods that will be supplied in the future by SLS to the customer.
12. The customer agrees to promptly sign any further documents and/ or provide any further information which SLS may reasonable require to:
13. register a financing statement or financing change statement in relation to a security interest on the Personal Properties Security Register (PPSR);
14. register any other document required to be registered by the PPSA; or
15. correct a defect in a statement referred to in this clause.
16. The customer agrees to indemnify, and upon demand reimburse SLS for all expenses incurred in registering a statement referred to in clause 46 of this Agreement on the PPSR or releasing any Goods charged thereby; 48. The customer agrees not to register a financing change statement in respect of a security interest without the prior written consent of SLS.
17. The customer agrees not to register, or permit to be registered, a financing statement or a financing change statement in relation to the Goods in favour of a third party without the prior written consent of SLS.
18. The customer agrees to immediately advise SLS of any material change in its business practices of selling the Goods which would result in a change in the nature of proceeds derived from such sales.
19. SLS and the customer agree to expressly exclude the operation of the following provisions of the PPSA from this Agreement:
20. Section 96;
21. Section 115; and
22. Section 125..
23. The customer waives its rights to receive notices under:
24. Section 95;
25. Section 118:
26. Section 121(4);
27. Section 130;
28. Section 132(3)(d); and
29. Section 132(4) of the PPSA.
30. The customer waives its right to receive a verification statement under section 157 of the PPSA. 54. The customer waives its rights as a grantor/debtor under:
31. Section 142; and
32. Section 143 of the PPSA.
33. The customer agrees to unconditionally ratify an action taken by SLS under Clauses 42 to 54 of this Agreement.

Costs indemnity

56. You agree that you will indemnify us for all costs associated with our attempts to recover any amount owing to us by you even if the attempts made by us or on our behalf are not successful. If we engage third parties such as lawyers or debt collection agents to recover amounts owing to us by you then you agree that you will indemnify us completely for the costs incurred by us with those third parties including, in the case of legal fees costs on a full indemnity basis whether or not the steps taken on our behalf in any particular instance are successful in recovering the amount owing to us by you and to the extent those costs are not reflected in any judgment we may obtain against you they may be claimed against you as a separate claim for liquidated damages. You acknowledge that the costs of our attempts to recover amounts owing to us by you may exceed the amount claimed by us from you and notwithstanding that fact you agree to indemnify us for those costs of recovery.

Order of application of funds

57. You agree that unless we expressly agree with you to the contrary in writing moneys received from you in payment of amounts owing by you to us shall be applied by us in the following order:
58. Firstly, in discharge of any amount incurred or payable by us by way of recovery expenses including but not limited to legal fees;
59. Secondly, in payment of any interest accrued in relation to the amount outstanding in relation to which payment is made;
60. Thirdly, in reduction of the principal outstanding amount; and
61. Lastly, in the event that there is any balance remaining after payment of our recovery costs interest and the principal amount to which the payment relates you expressly agree that we may apply any surplus amount to reducing any other amount owing to us by you in relation to any other account in relation to which we have been engaged by you.

Cyber Security Protocol

58. Due to the prevalence of internet scams and fraudulent and malicious email phishing scams In the event we send you correspondence purporting to notify you of changed bank account details you must follow the account verification protocol as set out below (Protocol):
59. You must not make any payment to any account nominated by any email notifying you of bank details for payment purporting to be from us where those details differ from those set out above without first undertaking the following steps b. to d. below;
60. You must telephone us to verbally confirm the bank details to which payment is to be made;
61. You must NOT use the contact details set out in the email purporting to be from us notifying you of any changed banking details purporting to be from us, rather use telephone contact details appearing on previous correspondence from us to you or on our website;
62. When confirming banking details verbally you must verbally confirm the account number, details and amounts by reading out and reading back the account and BSB numbers (or other specific payment details where applicable, e.g. if not a bank account) and confirming any payment instructions.
63. We will not be liable for any loss or damage suffered by you by reason of payment made to an account purporting to be ours unless you have used the Protocol and then only to the extent that we have misinformed you as to our Bank Details during the use of the Protocol.

No merger

60. All provisions of the Agreement which by their nature or by necessary implication survive the termination of the Agreement including, without limitation, all limits of liability and indemnities shall not merge upon the termination of the Agreement and shall enure to the benefit of the party in whose favour the provision or provisions operated during the term of the Agreement.

Right to negotiate

61. You have the right to negotiate the terms of the Agreement prior to entering into it.

Exclusion of warranties

62. Save and except as may be provided for under the Australian Consumer Law, these Terms and Conditions and the Proposal of which they form part are the entire agreement between the parties and no representation or warranty made or given and not recorded in writing in this Agreement shall be of any effect and is expressly waived by the party to whom any such representation was made or warranty given.

No variation unless in writing

63. The Agreement may only be varied or altered in writing expressly agreed to by both parties.

Governing law

64. Unless otherwise agreed in writing this Agreement and all aspects of our engagement by you and the performance of our services for you are governed by and you agree to be bound by the laws of Queensland and submit to the jurisdiction of the Courts of Queensland.

Electronic execution of documents

65. All documents referred to in these Terms and Conditions which are required to be signed may be signed electronically and shall be valid for the purpose for which they are intended and for which signature of the document is required pursuant to section 14 Electronic Transactions Act (Qld) or its equivalent in the jurisdiction in which the relevant document was electronically signed.

No implied waiver

66. No waiver of any right may be implied by a failure by any party to exercise any right or the delay by any party in purporting to exercise a right or entitlement of that party under the Agreement of which these Terms and Conditions form part and any waiver of any right or remedy accruing to any party to the Agreement shall be ineffective unless made in writing by the waiving party.

Severance void or unenforceable provisions

67. If any provision, or the application of any provision, of the Agreement of which these Terms and Conditions form part is prohibited, invalid, void, illegal or unenforceable in any jurisdiction:
68. this will not affect the validity and enforceability of the provision or part in other jurisdictions;
69. the provision or part will only be ineffective to the extent of the prohibition, invalidity, voidness or illegality; and
70. the provision or part will be severed and will not affect the validity or enforceability of the remaining provisions or parts of this Agreement.

Headings do not affect interpretation

68. Headings of sections to these Terms and Conditions are for reference purposes only and shall not affect the interpretation of these Terms and Conditions.