Unless otherwise expressly stated, or the context otherwise requires, the words and expressions listed below shall, when used in this agreement bear the meaning ascribed to them.
1.1 Agreement - This document and any instructions.
1.2 Monitoring Centre - The place to which signals from the system are transmitted and monitored.
1.3 Emergency Response - The procedure that we, the police or any other armed response company or other nominated party carry out when the alarm receiving centre informs them that a signal has been received from the system.
1.4 Contract period - Month to month.
1.5 Guarantee - The guarantee explained in clause 4 below.
1.6 Installation Date - The date reflected such as in the schedule as the installation date.
1.7 Installation Documentation - The documents, if applicable, including but not limited to invoices presented to the customer by us on completion of any installation work done by us at the premises on behalf of the customer as envisaged in the schedule.
1.8 Instructions - Any instructions we issue to you from time to time, including an oral instructions and any manual relating to the system.
1.9 Key holder - Any third party you have chosen or choose from time to time to hold the keys to the premises and to go to the premises if we advise them that the alarm receiving centre has received a signal from the system.
1.10 Landlord - The owner of the premises.
1.11 Normal - Working Hours - 9h00 to 17h00, Mondays to Fridays excluding public holidays.
1.12 Premises - The building were the system is installed or any other premises where the customer installs the system from time to time.
1.13 Prime Rate - The rate of interest published from time to time by our bank as its prime overdraft lending rate (nominal annual compounded-monthly in arrears), determined on 365 day year factor, irrespective of whether or not the year is a leap year, as certified by any manager of such bank, whose appointment and authority it shall not be necessary to prove.
1.14 Satisfactory Explanation - Any explanation which is satisfactory to us in our sole discretion.
1.15 Schedule - The schedule on page 1 and 2 of this agreement.
1.16 Services - The services described in this agreement and chosen by you. The service depends on the service category you have chosen in the schedule.
1.17 Start Date - For new systems, the date upon which HALT Group completes the installation of the system and you sign the commissioning certificate. Where you have a system already installed at the premises, the start date is the date that HALT Group completes inspection, testing and approval of your existing system and you sign the commissioning certificate.
1.18 System - The alarm monitoring equipment, including the detection equipment and/or the radio transmitter installed by us, including wiring and also anything else we install when we carry out repairs under this agreement.
1.19 We, Our, Us - HALT Group including where appropriate our employees, agents and/or sub contractors and our successors-in-title.
1.20 You, Your, The Customer - The customer with whom we enter this agreement.
2. Your obligations
You are obliged, in addition to your other obligations contained in this agreement.
2.1 To give us access to the premises so that we may provide the services.
2.2 To us your best efforts to ensure that the premises and the contents thereof are safe and without risk for us in doing what we are obliged to do under this agreement.
2.3 To ensure that the system is kept in good working order at all times and is used solely for the purpose of transmitting a signal in an emergency.
2.4 Not to misuse or allow the unauthorized use of the system by any other person or entity.
2.5 To test the system on a regular basis and in any event not later than 72 hours prior to vacating/leaving the premises unattended for any period exceeding 7 days by contacting our alarm monitoring centre.
2.6 To notify us immediately when you have notice of or become aware of any damage or destruction to the system from whatsoever cause, including, but not limited to damage or destruction occasioned by electric storm (it being recorded that we will not be able to provide the service until any damage or destruction is repaired unless any emergency is telephoned in to our alarm monitoring centre.
2.7 To notify us in writing of the changes to the name(s) residential address and telephone number(s) of the key holder with whom we may communicate regarding the service and/or the system.
2.8 Not to appoint a keyholder who does not enjoy the use of an operational telephone, and will immediately revoke any such appointment if such person previously appointed as a key holder no longer enjoys the use of an operational telephone.
2.9 To attend at the premises as soon as is reasonably possible after being called to do so by us.
2.10 Not to, nor allow employees to remove the system from the premises or from the position in which it is installed or interfere with or alter the system in any way whatsoever for the duration of this agreement.
2.11 To warn us in writing about any risk and any hazardous materials at or near the premises which may cause personal injury to our personnel during the execution of their duties.
2.12 To operate the system according to the instructions and the terms of this agreement.
2.13 To be liable to us, and compensate us, for all and any liabilities, claims losses, expenses or damages we may suffer caused by or arising from the operation of this agreement, including but not limited: Your failure to operate the system according to the instructions or the connection of the system to any equipment or device not supplied by us. To pay your telephone, electricity and other bills timeously so that the system and the services are not affected in the event that you have prepaid telephone and no radio transmitter. You hereby acknowledge that in order for a signal to be received by the alarm receiving centre your telephone must be sufficiently prepaid.
2.14 To allow us to carry out repairs to your alarm system at our current hourly labour rate to eliminate an unreasonable repeat occurrence of false alarms our monitoring centre receives and which unreasonably engages our response vehicles and other resources.
3. The Purpose of the System
3.1 This clause 3 is in addition to the exemption and indemnity in this agreement and does not in any way derogate from those provisions.
3.2 The system is designed to reduce the risks of loss or damage at the premises so far as this can be done by the use of this equipment. We do not, however, guarantee that the system cannot be removed, tampered or interfered with or prevented from working by you or by any other person. We are accordingly not liable to you for any loss or damage you or any other party may suffer however arising from any such removal, tampering, interference or from the system being prevented from working in any manner.
3.3 Furthermore, we do not undertake or guarantee to you that:
Particular losses or injuries will be prevented by using the system and/or the services.
The system and/or the service will work continuously and without error.
3.4 The system, like all mechanical and electronic devices can develop faults.
3.5 We do not know the value of the premises or its contents and the purpose of this agreement is not to act as insurer of you, your invitees, the premises or the contents thereof.
4.1 We guarantee that we will repair faults in the system free of charge for 12 months from the date of installation.
4.2 The guarantee does not apply to equipment installed on the premises prior to your signing this agreement or installed at any time by a third party.
4.3 The guarantee does not apply to faults caused by the following:
Work carried out by any police, fire or other authorities or by any telecommunications agency or by any other party.
The circumstances referred to in clause 5.4 below.
5. Limitation of Our Liability to You
5.1 We record that to the extent that our services function as a deterrent, it is not a guarantee of safety against or prevention of loss; liability, injury and damage of whatsoever nature and howsoever arising. Accordingly while we shall exercise reasonable care in the installation of the system and in the rendering of the services, nothing herein contained shall be construed or interpreted in any manner whatsoever as providing you or any third party whomsoever with any guarantee or assurance of safety or against any loss, liability, injury or damage of whatsoever nature and howsoever arising.
5.2 Without in any way limiting or derogating from the provisions of clause 5.1 above HALT Group shall further not be liable to you for any damage, loss, liability or injury of whatsoever nature and howsoever arising that may result from any force majeure or casus fortuitus including, but not limited to unforeseeable interruptions in land or radio links between HALT Group and you, any acts or omissions or any government, government agency, provincial or local authority, any laws or regulations having the force of law civil, strife, riots, insurrection, sabotage, acts of war, or public enemy illegal strikes, interruption, lockouts tremor, flood, storm or fire.
5.3 You hereby acknowledge that the system and/or the services are complementary to insurance cover and do not provide and alternative to such insurance cover. It remains at all times the duty of the customer to ensure that it has adequate insurance where necessary and that the premises and contents thereof (including the premises for which the customer, not being the owner thereof, is nevertheless responsible) is adequately insured.
5.4 Our responsibility and obligations to you cease immediately when the agreement is terminated.
5.5 The provision of this clause 5 do not in any way derogate from the exemptions from liability contained elsewhere in this agreement.
6.1 You shall be obliged to pay the services charges provided for in the schedule and elsewhere in this agreement monthly in advance by debit order. We will require payment by debit order.
6.2 You shall be obliged to pay the extra charges and all other amounts provided for, this agreement upon presentation of our invoice or on request for payment.
6.3 In the event of any payment being overdue, we will be entitled to charge you interest, from the date of our relevant invoice or request for payment until the date of actual payment at the prime rate plus 2%.
6.4 We are not, obliged to, and do not accept a post dated cheque.
6.5 In the event of any breach by you of your payment obligations, we shall be entitled to suspend the performance of our obligations to you and to disconnect and/or remove the system.
6.6. Annual increase of 10% will come into effect every 12 months on the anniversary date of the contract.
7. Termination or Suspension of the Agreement
7.1 Unless this agreement terminates under clause 7.3 or 7.4 below, this agreement will last for the contract period; unless written notice is received from you in terms of clause 9 below that you do not wish to exercise the renewal option.
7.2 You are entitled to terminate this agreement by giving at least 30 days notice.
7.3 We may terminate or suspend this agreement in writing immediately if;
- The alarm-receiving centre or the system are destroyed or so badly damaged that we cannot reasonably provide the service.
- We cannot for any reason whatsoever arrange or keep the telecommunications or other communication facilities needed to transmit and/or receive the signal to or perform from your premises or the alarm-receiving centre.
7.4 We may, without any prejudice to any other rights, which we may have, including the right to payment of charges for the remaining period of the agreement, either terminate this agreement or suspend this agreement for a period we consider appropriate if any of the following apply;
- You fail to make timeous payment of any amount due to us by you.
- You commit a breach of any of your obligations under this agreement.
- You die, application is made for your sequestration, you enter into any kind of arrangement or settlement or scheme with your creditors or if receiving order or administration order is made against you.
- Any legal proceedings are taken relating to the system or the premises or any part of the premises.
- You fail to follow any recommendations we make for repairing or replacing faulty or old parts of the system or for repairs to the premises which consider necessary for the system to work properly, or to prevent unnecessary damage to the system.
- You do not follow the instructions or if, for any other reason, which is or ought to be within your control, there is an excessive (in our soul discretion) number of false alarms.
- You change the premises in such a way that we believe it is no longer viable to provide services.
7.5 If we give you written notice of suspension, such notice suspends what we are obliged to do under this agreement and we have no obligation until the suspension is lifted by us.
7.6 At the termination of the agreement we will stop providing the services forthwith and we shall be entitled to disconnect and/or remove the system.
8.1 We are entitled to transfer all of our rights and obligations under this agreement to another party and you hereby accept and approve any such transfer of our rights and obligations. In the event of any such transfer of our rights and obligations, all our obligations, to you under this agreement shall automatically be discharged.
8.2 We are at all times entitled to engage contractors or sub-contractors to carry out all or any of our obligations under this agreement.
8.3 If you enter into this agreement together with any other person, you and such other person are both liable jointly and severally to us. If you are a tenant at the premises, the landlord shall become a party to this agreement and the liability of you and the landlords to us shall be joint and several.
8.4 This agreement is the entire agreement between you and us and we shall not be bound by any representations, undertakings, promises or the like not specifically recorded or incorporated here in. No variation, waiver of rights, release from any obligation or consensual domicilium citandi cancellation shall have any effect unless in writing and signed by both you and us.
8.5 No indulgence, latitude, extension of time or omission by us shall constitute a waiver by us of any of our rights under this agreement and shall not amount, in any appropriate instance, to a condonation by us of any act or omission on your part and such conduct shall not, in any circumstances whatsoever, give rise to a defense of estoppel.
8.6 You hereby consent the jurisdiction of the Cape Town Uni City High Court in respect of any actions by us arising under this agreement or the implementation or cancellation or termination thereof. Should we wish to proceed in Magistrate Court having jurisdiction we may do so at our election without precluding us from proceeding in the Cape Town Uni City. You agree that this consent is severable from this agreement and shall apply even in the event of termination of the agreement.
8.7 You shall be liable for any legal costs incurred by us in enforcing the provisions of this agreement on the attorney and own client scale.
8.8 You chose your domicillium citandi for all purposes under this agreement whether in respect of court process, notice or other documents or communications of whatsoever nature the address stated in the schedule.
8.9 Any provision of this agreement, which contemplates performances or observance subsequent to any termination or expiration of this agreement, shall survive any termination or expiration of this agreement and continue in full force and effect.
8.10 When any number of days is prescribed such number shall exclude the first and include the last day unless the last day falls on a weekend or public holiday in the Republic of South Africa, in which case the last day shall be the next succeeding day which is not a weekend or public holiday.
8.11 The rule of interpretation that a written agreement shall be interpreted against the party responsible for the drafting or preparation of that agreement shall not apply.
8.12 If any provision in a definition or in the schedule is a substantive conferring right or imposing obligations on any party, notwithstanding that it is only in the definition clause or in the schedule effect shall be given to it as if it were a substantive provision in the body of the agreement.
8.13 In the event of legal action being instituted by HALT Group against you for the breach of any of the terms of this agreement, you shall be liable for payment of all legal cost on a scale as between attorney and own client.
9.1 The person signing this agreement on behalf of the client hereby binds himself as surety and co-principal debtor in favor of HALT Group for the proper and due fulfillment of all of the client’s obligations in terms of this agreement.