These Terms and Conditions apply to the supply of Goods and the provision of Services by Rechenberg Pty. Ltd. (ABN 19 056 472 694)  (Company, we, us) to the customer (Client, you).

1. Definitions and interpretation

1.1 Definitions

In these Terms:

• Acceptance means the Client’s acceptance of the Quote or other Company-approved written scope, which may occur when the Client:
  (a) signs and returns the Quote;
  (b) confirms acceptance in writing, including by email;
  (c) issues a purchase order or similar written instruction that refers to the Quote or other Company-approved written scope;
  (d) instructs the Company in writing to proceed with the Goods or Services; or
  (e) otherwise confirms in writing that the Company may proceed.
  A Client purchase order, request for quote, email instruction, scope document, procurement document, portal terms, or other Client-issued document is accepted only as evidence of Acceptance and, where applicable, for administrative, invoicing or scheduling purposes. It does not form part of the Agreement and does not amend, replace or override these Terms unless the Company expressly agrees in writing.
• ACL means the Australian Consumer Law in Schedule 2 of the Competition and Consumer Act 2010 (Cth).
• Agreement means the Quote, these Terms, and any other document expressly stated by the Company to form part of the agreement.
• Business Day means a day other than a Saturday, Sunday or public holiday in Queensland.
• Client means the person or entity named in the Quote, or otherwise identified in writing by the Company as the customer for the relevant Goods or Services.
• Company means Rechenberg Pty Limited (ABN 19 056 472 694).
• Goods means equipment, devices, components, software (including licences), and materials supplied by the Company.
• Monitoring means the monitoring of alarm events/signals (including alarm signals and/or other system events) received from the Client’s system and actioning those events as soon as practicable in accordance with the Client’s instructions as recorded by the Company from time to time.
• Monitoring Instructions means the Client’s nominated keyholders and response instructions (including call sequence and any instructions about emergency services, patrol providers and site access) as recorded by the Company from time to time.
• Recurring Services means any Services billed on a recurring basis, including Monitoring and/or scheduled maintenance plans, where expressly stated by the Company in the Quote or another Company-approved written document as included.
• Services means the services described in the Quote or another Company-approved written scope, including, as applicable, installation, programming, commissioning, maintenance, and Recurring Services.
• Site means the premises where Goods are supplied or Services are performed.
• Quote means the written quotation issued by the Company.

1.2 Interpretation

Headings are for convenience only and do not affect interpretation. If there is any inconsistency, clause 2.4 (order of precedence) applies.

2. Agreement structure, acceptance and precedence

2.1 When these Terms apply

The Terms govern the supply of the Goods and the provision of the Services by the Company to the Client.

2.2 Acceptance

A Quote is accepted when you sign and return it, confirm acceptance in writing (including email), issue a purchase order that refers to the Quote, or instruct us to proceed.

2.3 Entire agreement

The Agreement is the entire agreement between the parties for the supply of Goods and Services described in it.

2.4 Order of precedence

If documents conflict, the following order applies (highest to lowest):

(a) any special conditions expressly stated on the Quote or another Company-approved written document;

(b) these Terms;

(c) any other documents expressly stated by the Company to be included.

Any terms contained in a Client purchase order, request for quote, email, scope document, procurement document, portal terms, or other Client-issued document are excluded and do not apply unless the Company expressly agrees to those terms in writing.

2.5 Monitoring and other Recurring Services only apply if included

2.5.1 Monitoring, patrol dispatch coordination, scheduled maintenance plans, and any other Recurring Services are only supplied where the Quote or another Company-approved written document expressly states they are included.
2.5.2 Where Monitoring is not expressly included in the Quote or another Company-approved written document, no Monitoring obligations arise under the Agreement, and any clause that expressly applies only to Monitoring, or which by its nature relates only to Monitoring and Monitoring Instructions, does not apply.
2.5.3 Where Monitoring is included, the Client must provide and keep current its Monitoring Instructions and acknowledges that the Monitoring related terms in clause 14 apply.
2.5.4 A reference in these Terms to “Recurring Services” includes Monitoring where Monitoring is included.

2.6 Authority

If you accept on behalf of an entity, you warrant you have authority to bind that entity.

3. Scope, assumptions, exclusions and access

3.1 Scope

We will supply the Goods and perform the Services described in the Quote or another Company-approved written scope.

3.2 Client responsibilities

Unless the Quote states otherwise, you must ensure:

• safe, timely access to the Site, ceilings, risers, comms rooms, cable pathways and equipment locations
• suitable power and network infrastructure as required for the system
• any inductions, permits and approvals are disclosed to us before acceptance
• the Site is ready and available on the agreed dates

3.3 Standard exclusions

Unless the Quote states otherwise, the following are excluded:

• 240V electrical works and outlets by others
• penetrations, core drilling, chasing, fire stopping and certifications by others
• patching, painting and general make good by others
• elevated work platforms, boom lifts, scaffolding unless stated
• integration with third party systems not specified in the Quote
• fault finding, repairs or rectification of existing cabling or equipment not included in the Quote
• delays or return visits caused by other trades or unavailable interfaces

3.4 Delays and additional costs

If delays occur due to access issues, site conditions, other trades, undisclosed inductions or variations requested by you, we may charge additional labour, materials and travel.

4. Delivery, installation dates and completion

4.1 Timing

Any delivery or installation dates are estimates unless expressly agreed as fixed in writing.

4.2 Completion

Installation is complete when the system is commissioned or otherwise made ready for use in line with the scope. Minor defects or non-critical items do not prevent practical completion.

5. Variations to Scope of Works

5.1 Any variation to the scope of works, system design, equipment, equipment locations, programming, access method, labour, or installation methodology must be approved in writing by the Client prior to completion.

5.2 Variations will be charged at the Company’s standard rates applicable at the time of the variation plus the cost of any additional equipment, materials, freight and supplier charges. Variations may be approved by email or other written instruction.

6. Price, invoicing and payment

6.1 Pricing

Prices are in Australian dollars and are valid for the period stated on the Quote (or 30 days if not stated).

6.2 Deposits and progress claims

We may require a deposit on acceptance and may issue progress claims where work spans multiple months or equipment is staged.

6.3 Final invoice

Unless the Quote states otherwise, the balance is due on completion of installation.

6.4 Payment terms

Invoices are payable within the timeframe stated on the invoice. If no timeframe is stated, payment is due within 7 days.

6.5 Overdue amounts and recovery costs

We may charge interest on overdue amounts at the National Australia Bank business options loan base rate plus 4% per annum, calculated daily. You must pay our reasonable costs of collection, including legal costs on a solicitor and client basis.

6.6 No set-off

Payments must be made in full without set-off unless we agree in writing.

7. Title and risk

7.1 Risk

Risk in Goods passes to you on delivery to the Site (or collection).

7.2 Title

Title in Goods does not pass until all amounts owing to us are paid in full.

8. Special order items and cancellation

8.1 Special order items

Special order and non-returnable items cannot be cancelled once ordered. You must pay all costs we incur for such items.

8.2 Cancellation after acceptance

If you cancel after accepting a Quote, we may charge for work performed, costs incurred, and any applicable supplier restocking fees.

9. Warranty

9.1 Manufacturer warranty

New equipment is covered by the manufacturer’s back-to-base warranty for 12 months from installation (or as stated by the manufacturer). You are responsible for freight, transport and labour costs associated with warranty assessment, removal, reinstall and reprogramming unless the Quote states otherwise.

9.2 Workmanship warranty

We warrant our workmanship for 12 months from practical completion. This covers defects in work carried out by our qualified tradespeople.

9.3 Warranty exclusions

Warranty does not cover:

• theft, malicious damage, vermin damage, misuse, fire or water damage
• power spikes, surges, lightning, blown fuses, or lack of power (including power points switched off)
• normal wear and tear, consumables (including batteries) unless stated
• operator error or unauthorised user intervention
• failures caused by lack of routine maintenance or failure to follow manufacturer instructions
• work on, relocation of, or modification to the system by anyone other than us or our authorised contractors
• customer-supplied equipment

9.4 ACL rights

Nothing in these Terms excludes, restricts or modifies rights you may have under the ACL that cannot be excluded.

10. Insurance and risk management

10.1 Client insurance

You should maintain adequate insurance for your Site, contents, business interruption, and any loss or damage. Our systems reduce risk but do not prevent incidents.

10.2 System limitations

You acknowledge that security and safety systems can be circumvented, may not operate in all circumstances, and may be affected by power, network, carrier availability, environmental conditions, and third party services.

11. Limitation of liability

11.1 Exclusion of indirect loss

To the maximum extent permitted by law, we are not liable for indirect or consequential loss, including loss of profit, revenue, business interruption, or loss of data.

11.2 Liability cap

To the maximum extent permitted by law, our total aggregate liability arising out of or in connection with the Agreement is limited to the lesser of:

• the amount paid by you to us for the specific Goods and Services giving rise to the claim; or
• $10,000 unless a different cap is stated in the Quote.

11.3 Non-excludable guarantees

Where the ACL applies and liability cannot be excluded, our liability is limited (at our option) to re-supplying the Services or paying the cost of having the Services supplied again, and for Goods to repair, replace or supply equivalent goods, to the extent permitted by the ACL.

11.4 Indemnity for third party claims

To the maximum extent permitted by law, you indemnify us against third party claims arising from use or operation of the Goods or Services, except to the extent caused by our negligence or breach of the Agreement.

12. Privacy

12.1 Collection and use

We collect personal information to supply Goods and Services, administer accounts, and coordinate third party services (for example patrol providers, emergency contacts, or carriers) where applicable.

12.2 Access

You may request access to personal information we hold and request a copy of our privacy policy.

13. Intellectual property (IP) and confidentiality

13.1 IP

Unless agreed otherwise, all drawings, designs, configurations, documentation, and solutions we create remain our intellectual property. We grant you a non-exclusive, non-transferable right to use them at your Site for the intended purpose, and to provide them to a purchaser of the Site for ongoing operation of the system.

13.2 Confidentiality

Quote pricing and commercial terms are confidential and must not be disclosed to third parties other than your advisers or as required by law.

14. Monitoring and other Recurring Services (only if included)

14.1 When this clause applies

This clause 14 applies only if Recurring Services are expressly stated in the Quote or another Company-approved written document as included, and then only to those Recurring Services.

14.2 Minimum term and ongoing arrangement

Where an initial term for Recurring Services is stated in the Quote or another Company-approved written document, Recurring Services are supplied for that initial term. After the initial term ends, Recurring Services continue on a month-to-month basis unless either party gives at least 30 days written notice to end the Recurring Services.

If no initial term is stated in the Quote or another Company-approved written document, Recurring Services are provided month-to-month from commencement unless either party gives at least 30 days written notice to end them.

14.3 Fees and increases

Recurring fees are as stated in the Quote, another Company-approved written document, or on our invoice for Recurring Services if applicable. We may increase Recurring fees by giving at least 14 days written notice. If you object in writing within 14 days, the parties will meet or confer by phone or in writing to discuss the proposed increase. If no agreement is reached within 30 days, either party may give 30 days written notice to end the affected Recurring Services.

14.4 Carrier and communications

Where a system relies on a carrier or network, you are responsible for carrier charges and ensuring services remain active (unless included in your Recurring fees). Carrier outages or network issues may prevent signals or remote access.

Polling is the automatic communications supervision between the alarm communicator (SIM/IP) and the monitoring system. The polling interval affects how quickly a communications fault or potential tamper condition may be detected. Lower polling (longer interval) can delay detection and may increase the risk that an alarm signal is not transmitted or received during an outage or interference event. Higher polling plans are available for higher security requirements and can reduce detection delay, however they do not guarantee uninterrupted communications or prevent tampering. The Customer acknowledges they have selected the polling plan appropriate to the site risk.

14.5 Fair use and false or nuisance alarms

Where Monitoring is included, you agree to take reasonable steps to minimise false and nuisance alarms. If fair use limits are exceeded, we may suspend Monitoring, adjust fees, or cancel Monitoring where technically necessary. Data usage on a supplied SIM (if provided) is for backup communications only unless stated otherwise.

14.6 Patrol response

Where patrol dispatch coordination is included, you acknowledge we may coordinate third party patrol attendance. Patrol response times and performance are the responsibility of the patrol provider.

14.7 Monitoring Instructions

Where Monitoring is included, the Company will action events in accordance with the Client’s Monitoring Instructions as recorded by the Company from time to time. The Client must ensure Monitoring Instructions remain current, including current keyholder contact details.

14.8 Patrol, Technician and Emergency Service Charges

The Client acknowledges and agrees that all patrol attendance, guard response, emergency service response, technician attendance, and any other third-party attendance arranged or coordinated in response to an alarm event, unwanted alarm, false alarm, or request by the Client will be at the Client’s cost.

The Client authorises the Company to on-charge, recover or invoice the Client for any fees, costs or charges incurred in connection with such attendance or response, including charges imposed by patrol providers, emergency services, contractors or other third parties.

The Client further acknowledges that any remote arming, remote disarming, or other remote system assistance performed by the Company may incur an additional charge, which will be payable by the Client.

15. Termination

15.1 Non-recurring work

For one-off installation or service work, the Agreement ends when the work is completed and paid, subject to warranty and any surviving clauses.

15.2 Termination for cause

Either party may terminate the Agreement (or any Recurring Services) immediately by written notice if the other party:

• materially breaches the Agreement and does not remedy within 10 Business Days of notice; or
• becomes insolvent or enters external administration.

15.3 Termination of Recurring Services by Client

You may terminate Recurring Services by giving 30 days written notice, subject to clause 15.4.

15.4 Early termination charges for fixed-term Recurring Services

If you terminate Recurring Services before the end of an initial term stated in the Quote or another Company-approved written document, you must pay:

(a) all outstanding fees to the termination date; and

(b) an early termination amount equal to the present value of the remaining Recurring fees for the remainder of the initial term, discounted at 10% per year, unless the Quote or another Company-approved written document states a different method.

15.5 Post termination (Monitoring only)

After termination of Monitoring, you are responsible for ensuring any equipment is no longer communicating with our monitoring facility and for any carrier charges that continue.

16. Assignment and subcontracting

16.1 You must not assign without consent

You must not assign your rights or obligations without our prior written consent.

16.2 We may subcontract

We may subcontract or assign our rights and obligations, including to related entities, without your consent.

17. Notices

17.1 How notices are given

Notices must be in writing and may be delivered by hand, post to the last known address, or email to the last known email address.

17.2 When received

• hand delivery: when delivered
• post: 3 Business Days after posting
• email: when sent, unless a bounce-back is received

18. Severance

If any part of these Terms is invalid or unenforceable, it is severed and the remainder continues.

19. Governing law

This Agreement is governed by the laws of Queensland and the parties submit to the non-exclusive jurisdiction of Queensland courts.

20. Changes to these Terms and Conditions

20.1 We may update these Terms from time to time. Any updated Terms will apply to Recurring Services only as follows:

(a) where the Recurring Services have a renewal period, from the start of the next renewal period; or

(b) where the Recurring Services are month-to-month, from 30 days after we give notice of the updated Terms.

Updated Terms do not apply retrospectively to Goods already supplied or Services already performed.

Fee increases are dealt with under clause 14.3.

20.2 If the Client does not accept an update that applies under clause 20.1, the Client may terminate the affected Recurring Services by giving written notice before the update takes effect (or, for renewal-based Recurring Services, at least 30 days before the renewal date).

20.3 If the Client terminates under clause 20.2, the Client must pay all Fees due up to the termination date. If the affected Recurring Services are subject to an initial fixed term stated in the Quote or another Company-approved written document and the Client terminates before the end of that initial fixed term, clause 15.4 (early termination charges) applies.