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STANDARD TERMS AND CONDITIONS
1. INTERPRETATION
1.1 In this Agreement, unless the context clearly indicates otherwise, the following expressions shall bear the meanings assigned to them below:
(a) Agreement – this service agreement between the Customer and C-Ops, including the information schedule and the Standard Terms and Conditions;
(b) Alarm System – the alarm system selected by the Customer in the Information Schedule installed (or to be installed) by C-Ops at the Premises, or an existing alarm system deemed to be satisfactory by C-Ops, in relation to the Services;
(c) C-Ops – Community Ops Proprietary Limited, registration number 2019/496483/07 (trading as “Crime Ops”), a company incorporated in the Republic of South Africa;
(d) Contract Period – the contract period for the Services selected by the Customer in the Information Schedule, or as instructed by the Customer in writing from time to time;
(e) CPA – the Consumer Protection Act, 2008;
(f) Customer – the customer of C-Ops whose details are captured in the Information Schedule;
(g) Guards – the security guards employed (or used) by C-Ops from time to time;
(h) Information Schedule – the information schedule immediately preceding this clause, which contains the customer and other information relating to the Services;
(i) Parties – collectively, the Customer and C-Ops, and Party shall mean each one of them individually as the context may require;
(j) ¬¬Services – the security services to be provided by C-Ops to the Customer, as selected in the Information Schedule, including any subsequent services as instructed by the Customer in writing from time to time;
(k) Signature Date – the date on which this Agreement is signed by the Customer;
(l) ¬Standard Terms and Conditions – these terms and conditions, as amended from time to time on written notice to the Customer; and
(m) Start Date – the date on which the Services shall commence.
2. INTRODUCTION
2.1 It is recorded that the Parties wish to enter into this Agreement for the Services and accordingly, the Parties agree as follows.
3. APPOINTMENT
3.1 The Customer hereby appoints C-Ops to provide the Services, all on the terms and subject to the conditions of this Agreement, and C-Ops hereby accepts such appointment.
4. DURATION AND TERMINATION
4.1 This Agreement shall commence on the Signature Date and, subject to its termination in accordance with the terms of this Agreement, continue for the Contract Period.
4.2 Despite the Signature Date, the Services shall commence on the Start Date and continue for the Contract Period, subject to 4.1.
4.3 To the extent the Customer is a consumer in terms of the CPA:
(a) C-Ops shall notify the Customer of the impending expiry of the Contract Period in accordance with the CPA, and the Customer shall have the following options:
(i) renew the Contract Period for a further period selected by the Customer;
(ii) take no action and continue this Agreement on a month-to-month basis, commencing on its expiry (save that C-Ops shall be entitled to terminate such arrangement on 20 business days’ notice to the Customer, and vice versa); or
(iii) instruct C-Ops to cancel the Agreement upon its expiry; and
(b) C-Ops may cancel this Agreement at any time, on 20 business days’ written notice to the Customer of a material breach of this Agreement and such breach has not been rectified within that time; and
(c) the Customer may cancel this Agreement at any time, on 20 business days’ written notice to C-Ops, subject to the payment of C-Ops reasonable cancellation penalties for early termination, which shall be determined on a case-by-case basis.
4.4 For purposes of 4.3(a)(i) and 4.3(a)(ii), C-Ops shall inform the Customer of any material changes that would apply in the case of a renewal or continuation of the Agreement.
4.5 To the extent the Customer is a commercial client (i.e. a juristic person in terms of the CPA), this Agreement shall continue indefinitely after the Contract Period unless terminated by either Party on 3 months’ notice.
4.6 Upon termination of this Agreement, C-Ops shall immediately cease providing the Services and any and all outstanding amounts in terms of this Agreement shall immediately become due, owing and payable to C-Ops.
5. SERVICES
5.1 The alarm monitoring service comprises of the monitoring of the Alarm System by C-Ops and communication with the Customer or key holder in the event of an alarm activation or other similar circumstances which may necessitate action on the part of the Guards.
5.2 The armed reaction service comprises of communication with the Customer or key holder and an assessment of the premises in the event of an activation of the Alarm System or other similar circumstances which may necessitate action on the part of the Guards.
5.3 The cell phone panic application comprises of numerous safety and security services, including without limitation, communication with the Customer or key holder in the event of activating the panic button and notifying the relevant parties (at C-Ops’ sole discretion), including without limitation, the appropriate emergency services (fire, police or medical services), and an assessment of the Premises by the Guards, or other appropriate action that the situation may necessitate (as the case may be).
5.4 The guarding service comprises of the placement of the Guards at the Premises to give effect to the Customers instructions, which may include without limitation, entry/exit control, security services, surveillance and escorts, among other things.
6. PAYMENT
6.1 The Customer shall make payment to C-Ops of all amounts due in terms of or arising from this Agreement into the bank account nominated by C-Ops in writing for such purposes, free from withholding, set-off or deduction of any nature whatsoever.
6.2 Any overdue amounts shall accrue interest at the prime rate as publicly published by C-Ops’ bank from time to time, plus 3%, from the date the amount became due to the date of actual payment (both days inclusive). Further, the Customer agrees that at the sole discretion of C-Ops, should any amounts become overdue, it may reduce or suspend the Services until full payment has been made by the Customer to C-Ops.
6.3 The Customer shall be liable for:
(a) false alarms caused by the Customer or key holder outside of the monthly allowance of 3;
(b) assessments of the Premises outside of C-Ops office hours at the Customer’s request;
(c) faults or damage to the Alarm System not caused by C-Ops;
(d) modifications to the Alarm System as requested by the Customer or as a consequence of actions taken by the Customer;
(e) modifications or additional charges needed owing to statutory requirements (C-Ops shall submit supporting documentation to the Customer in such circumstances),
at the current C-Ops rates from time to time; and
(f) failure on its part to comply with its obligations in terms of this Agreement and C-Ops incurring any loss, damage or expenses as a result thereof;
(g) annual increases (if any) as determined by C-Ops, which increases should be related to the consumer price index; and
(h) increases in the input costs of C-Ops in provided the Services (such as fuel, equipment maintenance, or industry-specific wage increases, which increase shall correspond to the relevant input cost increase).
7. CUSTOMER OBLIGATIONS IN RELATION TO THE SERVICES
7.1 The Customer shall co-operate with C-Ops in good faith to enable C-Ops to provide the Services, and shall procure same from its key holders.
7.2 The Customer obligations in relation to the Services include without limitation: (1) providing C-Ops, its Guards or representatives access to the Premises to perform the Services; (2) attendance by the Customer or key holder, as the case may be, at the Premises at the reasonable request of C-Ops; (3) only using the Services for their intended usage and in accordance with any applicable law; (4) urgently notifying C-Ops in the event of the fault of or damage to the Alarm System, or any suspected fault or damage; (5) ensuring the Alarm System is in good working condition at all times; (6) not removing, modifying or procuring the removal or modification of the Alarm System without the prior written consent of C-Ops; (7) providing C-Ops with all the necessary information and due warning of any and all potential risks or hazards at the Premises to C-Ops, its Guards and or representatives; (8) notifying C-Ops of any changes that may jeopardise the integrity of the Alarm System or Services; and (9) notifying C-Ops of any change in information contained in the Information Schedule.
7.3 Upon termination of this Agreement, the Customer shall return all property of C-Ops in its possession or under its control in reasonable time to C-Ops, including Alarm Systems procured on a rental basis, and C-Ops shall be entitled (but not obliged) to claim payment for any damage to or destruction of such property.
8. LIMITATION OF LIABILITY
8.1 The Customer hereby indemnifies and holds C-OPS harmless from any and all loss (including consequential loss), damage and or injury arising from, or in connection with any breach or failure by the Customer of its obligations in terms of this Agreement, and any failure out of C-Ops control, and any other reason or cause of whatsoever nature (unless, subject to 8.3 below: (1) in the event of wilful misconduct on the part of C-Ops; (2) and only if the Customer is a consumer in terms of the CPA, gross negligence on the part of C-Ops in respect of 8.2(a) to 8.2(d) below).
8.2 C-Ops does not warrant to the Customer that the:
(a) Services will detect or prevent all incidences;
(b) Services will prevent any loss, damage or injury;
(c) Alarm System will not develop electrical or mechanical faults, whether by electrical outages, surges or otherwise; and
(d) Alarm System will run continuously without error.
8.3 The Customer hereby agrees that in the event of the wilful misconduct, grossly negligent, or criminal act of a Guard or C-Ops representative, that causes loss, (including consequential loss), damage and or injury to the Customer, the Customer shall, to the extent legally permissible, institute any action or claim arising therefrom against the relevant Guard or representative in their personal capacity and not against C-Ops or its directors.
9. PRIVACY
9.1 The Customer hereby consents and authorises C-Ops (“we” or “us”), for purposes of the Protection of Personal Information Act, 2013, to process its personal information (including without limitation, organisational, contact, address and payment information and national identification numbers), which we obtained directly from the Customer or from publicly available sources, where appropriate. The purpose for collecting such personal information is in the ordinary course of our business of providing the Services to the Customer and to process payment therefor. We also process the Buyer’s personal information on the basis of:
(a) providing the Customer with the best possible service and protecting both our legitimate interests;
(b) its consent when it freely provided us with same to benefit from the Services;
(c) performance of this Agreement or another contract it has with us; or
(d) compliance with applicable law (including the Income Tax Act).
9.2 If the Customer fails to provide sufficient personal information, we may refuse to do business with the Customer, to protect our own interests.
9.3 We may transfer the Customer’s personal information to certain recipients or operators who provide third party services to our business, such as IT and invoicing systems. However, we do not transfer Customer personal information to any recipient in a third country. The Customer has a right to (1) rectify or access its personal information and in certain circumstances, object to the processing of same, and (2) lodge a complaint to the Information Regulator.
10. GENERAL
10.1 Subject to 4.3(b), if the Customer breaches any provisions of this Agreement and fails to remedy such breach within no less than 7 days of written notice to do so by C-Ops, without prejudice to any other rights that may accrue to C-Ops in law or otherwise, C-Ops may claim immediate payment of all amounts owing by the Customer in terms of this Agreement whether due or not.
10.2 The Parties choose as their respective domicilia citandi et executandi for all purposes under this Agreement, whether in respect of court process, notices or other documents of any nature, the addresses (including email addresses) set out in the Information Schedule.
10.3 This Agreement constitutes the sole record between the Parties in relation to the subject matter hereof and neither Party shall be bound by any representation, warranty, promise or the like not recorded in this Agreement.
10.4 No indulgence, relaxation or extension of time which C-Ops may grant to the Customer shall constitute a waiver of any of the rights of C-Ops in terms hereof and shall not be deemed a novation of any terms and conditions of this Agreement.
10.5 No addition to, variation, or agreed cancellation of this Agreement shall be of any force or effect unless in writing and signed by the Parties.
10.6 The Customer shall not be entitled to cede any of its rights or delegate any of its obligations pursuant to this Agreement without the prior written consent of C-Ops.
10.7 This Agreement shall be interpreted and governed in all respects by the laws of the Republic of South Africa.
10.8 Each provision of this Agreement is severable from the other provisions. Any provision which is or becomes invalid, unenforceable or unlawful shall be treated as pro non scripto to the extent that it is so invalid, unenforceable or unlawful, without invalidating or affecting the other provisions of this Agreement, which shall remain of full force and effect.
10.9 The signature by either Party of a counterpart of this Agreement shall be as effective as if that Party had signed the same document as the other Party.