TERMS AND CONDITIONS OF TRADE AND SERVICE
Freeman Data Comms Pty Ltd trading as FDC Security (ABN 41 165 015 574)
These Terms and Conditions of Trade and Service (“Terms”) apply to all quotations, proposals, invoices, works and services supplied by Freeman Data Comms Pty Ltd trading as FDC Security (ABN 41 165 015 574) (“FDC Security”, “we”, “us” or “our”) to any person or entity that engages FDC Security to supply goods or services (“Client”, “you” or “your”). By accepting a quotation, instructing FDC Security to commence work, or accepting delivery of any goods or services, the Client agrees to be bound by these Terms.
1. Definitions and Interpretation
1.1 “Agreement” means the quotation, proposal, work order or invoice issued by FDC Security, together with these Terms.
1.2 “Equipment” means all alarm panels, sensors, cameras, access control hardware, cabling, monitoring devices and related equipment supplied or installed by FDC Security.
1.3 “Monitoring Services” means the provision of alarm signal monitoring by FDC Security or its nominated third-party monitoring station.
1.4 “Services” means installation, monitoring, maintenance, servicing and any other work performed by FDC Security for the Client.
1.5 “Site” means the premises at which the Services are performed or the Equipment is installed.
1.6 Words importing the singular include the plural and vice versa. A reference to “including” is not a word of limitation.
2. Application of these Terms
2.1 These Terms apply to every quotation, proposal, work order and invoice issued by FDC Security, to the exclusion of any terms proposed by the Client, unless otherwise agreed by FDC Security in writing.
2.2 If there is any inconsistency between these Terms and a specific written agreement signed by both parties, the specific agreement prevails to the extent of the inconsistency.
3. Quotations, Estimates and Acceptance
3.1 Quotations remain valid for 30 days from the date of issue, unless otherwise stated, after which FDC Security may revise its pricing.
3.2 A quotation is an estimate only and may vary due to unforeseen Site conditions, additional works identified once on-site, or changes requested by the Client.
3.3 Acceptance of a quotation occurs when the Client provides written or electronic acceptance (including by email, electronic signature, or online quote acceptance), or instructs FDC Security to proceed with the Services, whichever occurs first.
3.4 Acceptance of a quotation constitutes acceptance of these Terms in full.
4. Price and Payment
4.1 Unless otherwise stated, all prices are in Australian dollars and exclusive of GST, which is added at the applicable rate.
4.2 Invoices are payable within 14 days of the invoice date, unless other payment terms are agreed in writing.
4.3 FDC Security may require a deposit prior to commencing works, and progress payments for larger projects, as specified in the quotation.
4.4 If payment is not received by the due date, FDC Security may, without limiting any other right:
(a) charge interest on overdue amounts at the rate prescribed from time to time under the Penalty Interest Rates Act 1983 (Vic);
(b) suspend or discontinue any Services, including Monitoring Services, without liability for any resulting loss; and
(c) recover its reasonable costs of debt recovery, including legal costs, from the Client.
4.5 The Client is not entitled to withhold or set off any payment on account of any dispute or counterclaim.
5. Retention of Title and Security Interest
5.1 Title in any Equipment supplied by FDC Security does not pass to the Client until FDC Security has received payment in full for that Equipment and all other amounts owing by the Client.
5.2 Until title passes, FDC Security may enter the Site, on reasonable notice, to repossess any Equipment for which payment has not been received in full.
5.3 The Client grants FDC Security a security interest in the Equipment supplied under this Agreement for the purposes of the Personal Property Securities Act 2009 (Cth), and agrees that FDC Security may register that interest on the Personal Property Securities Register. To the extent permitted by law, the Client waives any right to receive notice of, or to object to, such registration.
6. Client Obligations and Site Access
6.1 The Client must provide FDC Security with safe and unobstructed access to the Site at agreed times, and must ensure a suitable power supply, telecommunications or internet connection, and any building or structural conditions necessary for the Services.
6.2 The Client must obtain, at its own cost, any strata, landlord, council or building approvals required for the installation of Equipment prior to commencement of works.
6.3 The Client must disclose to FDC Security any known hazards at the Site, including asbestos, electrical hazards or structural concerns.
6.4 Where the Client supplies or nominates existing wiring, cabling or equipment for reuse, FDC Security is not responsible for faults arising from that pre-existing infrastructure.
6.5 Where Monitoring Services are provided, the Client is responsible for maintaining an active power supply and telecommunications, internet or mobile network connection at the Site at all times, and acknowledges that Monitoring Services cannot function without this.
7. Installation Services
7.1 FDC Security will perform installation Services with due care and skill, in accordance with relevant Australian Standards and manufacturer specifications applicable at the time of installation.
7.2 Minor variations to the agreed scope of work may be required on-site due to structural, electrical or building conditions not reasonably apparent at the time of quotation. FDC Security will notify the Client of any resulting cost or time impact before proceeding, where reasonably practicable.
7.3 The Client acknowledges that some works, such as cable concealment, wall penetrations, or associated patching, may affect the finish, colour or appearance of walls, ceilings or other surfaces, and FDC Security is not responsible for cosmetic making-good beyond what is expressly quoted.
8. Alarm Monitoring Services
8.1 Where the Client subscribes to Monitoring Services, FDC Security will arrange for alarm signals from the Client’s Equipment to be received and actioned by a monitoring station in accordance with its standard monitoring procedures.
8.2 The Client acknowledges and agrees that:
(a) Monitoring Services rely on third-party telecommunications, internet, mobile (GSM) and power networks outside FDC Security’s control, and FDC Security is not liable for any failure, delay or interruption to Monitoring Services caused by such networks;
(b) Monitoring Services involve notifying the Client, the Client’s nominated contacts, and/or emergency services or a security patrol response, and FDC Security does not guarantee the attendance time or outcome of any third-party emergency service or patrol response;
(c) alarm systems, including Monitoring Services, reduce risk but cannot guarantee the prevention of burglary, property damage, injury or loss, and are not a substitute for the Client’s own duty of care and insurance arrangements; and
(d) the Client is responsible for any fines, penalties or fees imposed by police, council or other authorities arising from false alarm activations, and for maintaining an accurate and current list of authorised users and response contacts.
8.3 Monitoring Services continue on the periodic subscription basis set out in the relevant Agreement, and may be suspended by FDC Security for non-payment in accordance with clause 4.
9. Maintenance and Service Agreements
9.1 Where the Client has entered into an ongoing maintenance or service agreement, FDC Security will perform scheduled servicing and reasonable call-out attendance in accordance with the terms of that agreement.
9.2 Call-outs for faults caused by the Client’s misuse, unauthorised third-party interference, power surges, water damage, pest damage, or acts of God are not covered under a maintenance agreement and may be charged separately at FDC Security’s standard rates.
9.3 Either party may terminate an ongoing maintenance or monitoring agreement by giving 30 days’ written notice, unless a minimum term is stated in the relevant Agreement.
10. Warranty
10.1 FDC Security warrants that its installation workmanship will be free from defects for a period of 12 months from the date of completion, unless a different period is stated in the Agreement.
10.2 Equipment supplied by FDC Security carries the benefit of the relevant manufacturer’s warranty, which FDC Security will pass through to the Client to the extent permitted by the manufacturer.
10.3 The workmanship warranty does not cover faults caused by the Client’s misuse, unauthorised modification, power surges, water ingress, pest or vermin damage, acts of God, or failure to maintain the Equipment in accordance with FDC Security’s instructions.
10.4 Any service work, additions, modifications or repairs carried out on the Equipment during the warranty period by any person other than FDC Security, without FDC Security’s prior written authorisation, will void the warranty given under this clause 10.
10.5 Nothing in these Terms excludes, restricts or modifies any consumer guarantee, right or remedy conferred by the Australian Consumer Law (Schedule 2 to the Competition and Consumer Act 2010 (Cth)) that cannot lawfully be excluded.
11. Limitation of Liability
11.1 To the maximum extent permitted by law, and subject to clause 10.5, FDC Security’s total liability arising out of or in connection with the Services is limited, at FDC Security’s option, to the resupply of the Services or Equipment, or the cost of having the Services or Equipment resupplied.
11.2 To the maximum extent permitted by law, FDC Security is not liable for any indirect, special or consequential loss, or for any loss of profits, business or data, arising from or in connection with the Services, including any failure of Monitoring Services.
11.3 The Client acknowledges that electronic security systems reduce but do not eliminate risk, and that FDC Security is not an insurer of the Client’s premises, property or persons.
12. Insurance
12.1 The Client is responsible for maintaining adequate insurance over the Site, its contents and its own liability, and acknowledges that FDC Security’s Services are not a substitute for appropriate insurance cover.
12.2 FDC Security maintains its own public liability and professional indemnity insurance in respect of the Services it performs.
13. Cancellation, Variation and Delay
13.1 The Client may cancel a confirmed booking by providing at least 48 hours’ notice. Cancellations with less notice, or cancellation after materials have been ordered, may incur a cancellation fee to cover costs already incurred by FDC Security.
13.2 FDC Security will use reasonable endeavours to meet agreed timeframes but is not liable for delays caused by circumstances outside its reasonable control, including supplier delays, weather, or Site access issues.
14. Force Majeure
14.1 Neither party is liable for any failure or delay in performing its obligations under this Agreement to the extent the failure or delay is caused by an event beyond its reasonable control, including natural disaster, extreme weather, pandemic, industrial action, or failure of third-party telecommunications or power networks.
15. Privacy and Confidentiality
15.1 FDC Security will handle personal information collected from the Client in accordance with the Privacy Act 1988 (Cth) and the Australian Privacy Principles.
15.2 Each party must keep confidential any access codes, security procedures or other confidential information disclosed by the other party, and use it only for the purposes of this Agreement.
16. Intellectual Property
16.1 FDC Security retains ownership of all designs, system configurations, drawings and know-how developed in connection with the Services, except to the extent embodied in Equipment for which title has passed to the Client under clause 5.
17. Dispute Resolution
17.1 If a dispute arises under this Agreement, the parties must first attempt to resolve it through good-faith negotiation between authorised representatives.
17.2 If the dispute is not resolved within 14 days, either party may refer it to mediation before a mediator agreed between the parties, prior to commencing court proceedings, except where urgent interlocutory relief is sought.
18. Termination
18.1 FDC Security may suspend or terminate the Services, including Monitoring Services, immediately by written notice if the Client fails to pay any amount when due and does not remedy that failure within 7 days of being requested to do so.
18.2 Termination does not affect any rights or liabilities accrued prior to termination.
19. General
19.1 This Agreement is governed by the laws of Victoria, Australia, and the parties submit to the non-exclusive jurisdiction of its courts.
19.2 If any provision of these Terms is void or unenforceable, that provision is severed and the remainder of these Terms continues in full force.
19.3 These Terms, together with the relevant quotation, proposal, work order or invoice, constitute the entire agreement between the parties in relation to the Services, and supersede all prior discussions and representations.
19.4 FDC Security may update these Terms from time to time. The version applicable to a Client is the version current at the date of the relevant quotation or invoice.