Conditions of Agreement

for the purposes of clause 11.4, a day on which banks are open for business in the city where the notice or other communication is received excluding a Saturday, Sunday or public holiday; and

for all other purposes, a day on which banks are open for business in the State excluding a Saturday, Sunday or public holiday.

Headings and bold type are for convenience only and do not affect the interpretation of this agreement.

Other parts of speech and grammatical forms of a word or phrase defined in this agreement have a corresponding meaning.

An expression importing a person includes any company, partnership, joint venture, association, corporation or other body corporate and any Government Agency as well as an individual.

A reference to a party to this agreement includes that party's successors and permitted assignees.

A promise on the part of 2 or more persons binds them jointly and severally.

A reference to liquidation or insolvency includes appointment of an administrator, compromise, arrangement, merger, amalgamation, reconstruction, winding up, dissolution, deregistration, assignment for the benefit of creditors, scheme, composition or arrangement with creditors, insolvency, bankruptcy, or any similar procedure or, where applicable, changes in the constitution of any partnership or person, or death.

No provision of this agreement Metro Guards be construed adversely to a party because that party was responsible for the preparation of this agreement or that provision.

the Additional Provisions in Item 9, but only where an Additional Provision expressly states that it is intended to override a numbered clause of these Conditions of Agreement and identifies that clause by number;

these Conditions of Agreement; and

the balance of the Reference Table

The Client engages Metro Guards to provide the Services, and Metro Guards accepts that engagement and must perform the Services in accordance with this agreement.

During the Term, Metro Guards is the Client’s exclusive supplier of services of the same kind as the Services at the Site, and the Client must not engage any other person to provide those services at the Site. This clause does not prevent the Client from engaging another person to provide Excluded Services, or services which Metro Guards has notified the Client in writing that it is unable or unwilling to supply.

The Services to be provided by Metro Guards under this agreement do not include any Excluded Services.

the Service Fee is based solely on the value of the Services provided by Metro Guards and is unrelated to the value of the Client's property located or held at the Site or the property of others located in the vicinity of the Site; and

the Services are deterrent services. Metro Guards supplies, and the Client accepts, the Services on the basis that:

Mobile Patrol and Alarm Response Services may be shared with other clients where that arrangement is expressly identified in the agreed service scope. Static guards and guards rostered with a security vehicle are dedicated to the Site during their booked hours unless the parties expressly agree otherwise in writing. Incidents at another client’s premises do not, of themselves, authorise Metro Guards to withdraw a dedicated guard.

Metro Guards must notify the Client as soon as reasonably practicable after becoming aware that a scheduled service has been or is likely to be missed or materially delayed. Metro Guards must use reasonable endeavours to arrange suitable replacement coverage where reasonably practicable.

A later Replacement Service may be provided only with the Client’s agreement where the timing of the original service was material to its purpose. If an agreed Replacement Service is not supplied by the end of the following billing period, Metro Guards must credit the fee attributable to the undelivered service.

Unless the Client agrees otherwise in writing, a later service does not replace a missed static-guard shift, lock-up, unlock, time-specific escort or welfare check. Metro Guards must credit the fee attributable to the undelivered hours or attendance. A credit must be applied to the next invoice or refunded within fourteen (14) days if no further invoice will be issued.

The contractual credits and Replacement Services under this clause are additional to any remedy available under applicable law. Any claim for loss arising from a missed or delayed service is subject to clauses 9 and 10, including clause 10.1.

To the extent that non-delivery results from the Client’s failure to provide access, access devices, accurate information or safe working conditions, the Client is not entitled to a credit for that non-delivery. Metro Guards may recover fees for Services actually supplied and reasonable unavoidable costs in accordance with clause 6.3(f), but must not recover the same amount twice.

Nothing in this clause excludes, restricts or modifies any Consumer Guarantee or other right that cannot lawfully be excluded, restricted or modified. Any limitation of liability for failure to comply with a Consumer Guarantee operates only in accordance with clause 10.1.

The Client, by written notice, may request that:

Where the Client requests Metro Guards to perform Additional Services not covered by the provisions of this agreement, and Metro Guards agrees in writing to do so, the provisions of this agreement apply to the Additional Services unless expressly otherwise provided, and the Service Fee will be increased by the amount quoted for such extra work or, if no fee is quoted, by an amount calculated at Metro Guards’ standard rates applying at the time.

Cancellation and change of booked Services.

An instruction to Personnel at the Site does not vary this agreement or authorise Additional Services. However, where an authorised Client representative requests Additional Services verbally and Metro Guards accepts and performs them, the Client must pay the agreed price or, if no price was agreed, Metro Guards’ standard rates disclosed to the Client before performance. In an emergency where prior disclosure is not reasonably practicable, a reasonable charge applies. Metro Guards must confirm the request and applicable charge in writing as soon as reasonably practicable. All such Services remain subject to this agreement

Metro Guards will perform the Services with due care and skill, in a professional manner, using appropriately licensed and trained Personnel, and in conformity with the Client’s reasonable and lawful directions.

In performing the Services, Metro Guards must:

Metro Guards and its Personnel may refuse a direction that Metro Guards reasonably considers unlawful, outside the Services, inconsistent with a licence condition or mandatory industry code, or unsafe. A reasonable refusal is not a breach of this agreement. Metro Guards must notify the Client promptly and, where reasonably practicable, continue unaffected Services. Fees remain payable for Services actually supplied. Any charge for Services not supplied is governed by clause 6.3(f). a breach of this agreement, and Metro Guards remains entitled to the Service Fee for the affected shift.

Metro Guards will report security incidents at the Site to the Client’s nominated after hours contact in Item 5 in accordance with the escalation procedure recorded in the site brief, and will provide a written incident report within two (2) Business Days of a reportable incident. The Client acknowledges that Metro Guards’ obligation is to observe, deter, report and escalate, and that the decision to attend the Site, to involve police or emergency services, or to take any further action, rests with the Client or the relevant emergency service.

Metro Guards is responsible for preparing a risk assessment, Job Safety Analysis and Safe Work Method Statement in respect of the security work performed by its Personnel, based on the Site information disclosed by the Client under clause 5.3. Metro Guards will provide copies to the Client on request. The Client remains responsible for the matters in clause 5.4 and for any site-specific safety documentation it requires Metro Guards to comply with.

safe and sufficient access to all parts of the Site at which the Services are to be performed, at the times required;

access to and use of electricity, lighting, water, amenities, toilet facilities and, where the Services require it, a secure and weatherproof location for Personnel;

all keys, access cards, codes, fobs, alarm codes and other access devices required to perform the Services, and prompt notification of any change to them; and

the names and contact details of at least two after hours emergency contacts as recorded in Item 5, kept current at all times.

the Site, its layout, its occupants, and its security systems, locks, lighting, cameras and alarms;

all known hazards at or affecting the Site, including hazardous substances, plant, structural defects, animals and areas of restricted access;

all previous security incidents at the Site, and the reasons for engaging the Services;

any known or suspected threat to any person at the Site, including any threat arising from a current or former employee, tenant, customer, contractor or visitor; and

any change to any of the above, promptly, and in any event before Metro Guards Personnel next attend the Site.

maintain the Site in a safe condition and comply with all applicable work health and safety laws, including the Occupational Health and Safety Act 2004 (Vic);

provide appropriate site supervision;

consult, co-operate and co-ordinate activities with Metro Guards in relation to health and safety matters at the Site to the extent required by law;

immediately notify Metro Guards of any incident, near miss, hazard or regulator direction at the Site which affects or may affect Metro Guards Personnel; and

where the Client requires Metro Guards to comply with a site-specific risk management plan, Job Safety Analysis or Safe Work Method Statement, provide that document to Metro Guards in writing before the Services commence.

All instructions given to Metro Guards must be lawful, must be within the scope of the Services, and must not require any person to be exposed to a risk to health or safety.

Site instructions must be given in writing and recorded in the site brief. Urgent emergency instructions may be given verbally by an authorised Client representative where written instructions are not reasonably practicable and must be confirmed in writing as soon as reasonably practicable. An instruction does not vary the Services, fees or other terms except in accordance with clauses 3.4 and 11.6, and Personnel may refuse an instruction under clause 4(c).

The Client must pay the Service Fees and any other Money Payable to Metro Guards. In the event that the Client requests Metro Guards to perform any Services for a third party and Metro Guards does not have a direct contractual relationship with that third party, the Client must pay the Service Fees incurred by Metro Guards in the performance of those Services for that third party as if the Services were performed for the Client under this agreement.

Other than annual escalation under Item 6 and statutory adjustments under clause 6.1(g), Metro Guards may increase the Service Fee to recover a demonstrable increase in the costs reasonably attributable to supplying the Services. Any percentage calculation must use the change in the relevant combined cost base, weighted by the contribution of each cost component, and must not add together separate percentage increases for individual cost components.

A variation under clause 6.1(b) must be limited to the amount necessary to recover the increased cost, and Metro Guards will provide the Client with a statement of the basis on which the variation has been calculated.

Metro Guards must give at least thirty (30) days’ written notice of an increase under clause 6.1(b), accompanied by the statement required under clause 6.1(c). Annual escalation under Item 6 and statutory adjustments under clause 6.1(g) operate under their respective provisions

If, in that 30 day notice period, the Client objects to Metro Guards's variation, Metro Guards and the Client will meet and discuss the price increase and seek to resolve such objections.

If the parties do not resolve the Client’s objection before the proposed increase takes effect, the Client may terminate this agreement by written notice effective immediately before that increase takes effect. No charge under clause 3.4(c) applies to that termination. Fees for Services supplied and other amounts properly accrued before termination remain payable.

Statutory cost adjustment. If at any time during the Term Metro Guards’ cost of supplying the Services increases as a direct result of a change in law, a variation to a modern award or enterprise agreement, a change to the superannuation guarantee rate, payroll tax, workers compensation premiums, portable long service leave levies, private security or labour hire licensing fees, or compulsory insurance, Metro Guards may increasethe Service Fee by the amount necessary to recover that increased cost and no more, by giving the Client not less than 14 days’ written notice accompanied by a statement of the basis of calculation. An adjustment under this clause is separate from an increase under clause 6.1(b) and is subject to clause 6.1(h). The Client may terminate this agreement by written notice effective immediately before the adjustment takes effect. No charge under clause 3.4(c) applies to that termination. Fees for Services supplied and other amounts properly accrued before termination remain payable.

Metro Guards must not recover the same cost increase more than once through annual escalation under Item 6, an increase under clause 6.1(b), an adjustment under clause 6.1(g), or any other charge. A later adjustment must account for the portion of that cost increase already recovered. Metro Guards must maintain a reasonable calculation supporting each adjustment.

This escalation is subject to clause 6.1(h), which prevents duplicate recovery of the same cost increase. This escalation is subject to clause 6.1(h), which prevents duplicate recovery of the same cost increase.

Metro Guards will invoice weekly in arrears unless Item 6 provides otherwise. Subject to the prepayment requirements in clause 6.2(c) and the invoice-dispute process in clause 6.2(d), the Client must pay each invoice within seven (7) days of its date, without deduction, set-off, withholding or counterclaim.

The Client must pay to Metro Guards on demand all reasonable costs, charges and expenses incurred by Metro Guards in the collection of any overdue account or as a result of any breach of this agreement by the Client, including debt collection agency fees, dishonour and bank fees, and reasonable legal costs on a full indemnity basis.

Prepayment and deposits. For ad hoc or casual Services, for a new Client, or where Metro Guards reasonably considers there to be a credit risk, Metro Guards may require payment in advance, or a deposit of up to 100% of the estimatedService Fee, before the Services commence. Metro Guards is not obliged to commence or continue the Services until that amount is received in cleared funds. Credit terms under clause 6.2(a) apply only where Metro Guards has approved the Client for credit in writing. Any advance payment or deposit must be credited against the Services or other charges properly payable under this agreement. Metro Guards must account for its application and refund any unused balance within fourteen (14) days after the final account is determined. A deposit does not permit recovery of a charge otherwise excluded by this agreement.

If the Client disputes an invoice, it must notify Metro Guards in writing within seven (7) days of the invoice date, identifying the disputed amount and reasonable grounds for the dispute. The undisputed balance remains payable by the due date. The parties must promptly exchange relevant information and use reasonable endeavours to resolve the dispute, including under clause 11.11 where necessary. An amount genuinely disputed on reasonably supported grounds may be withheld pending resolution. Any amount determined to be payable must be paid within seven (7) days after resolution or determination. Interest under clause 6.3(b) applies to the amount determined to be payable from its original due date, except to the extent that the dispute resulted from a billing error by Metro Guards. Failure to dispute within seven (7) days does not waive a right to correct a demonstrable billing error or exercise a non-excludable statutory right. It does not, by itself, extend the original payment deadline.

Time is of the essence for payment of amounts due under this agreement, subject to clause 6.2(d).

Interest accrues daily on an overdue amount properly payable, from its due date until payment, at the Reserve Bank of Australia cash rate target applicable on that due date plus four (4) percentage points per annum, compounding monthly. The application of interest to disputed invoices is governed by clause 6.2(d).

If the Client fails to pay an undisputed amount by its due date, or fails to pay a disputed amount within the period required after resolution under clause 6.2(d), Metro Guards may:

Subject to clause 10.1, Metro Guards is not liable for loss resulting solely from a lawful suspension under clause 6.3(c). This does not exclude liability for Metro Guards’ separate negligence, breach or wilful misconduct. A genuine dispute handled in accordance with clause 6.2(d) does not, by itself, permit suspension or termination.

Metro Guards may set off a credit or other amount due to the Client against an undisputed amount due to Metro Guards, or an amount finally determined to be payable. Metro Guards must provide a statement identifying the amounts set off.

Where Services cannot be supplied because of the Client’s breach, failure to provide access or safe conditions, or a lawful suspension under clause 6.3(c), Metro Guards may recover reasonable, unavoidable roster and mobilisation costs already committed before it became aware of the interruption. Such recovery is limited to the first forty-eight (48) hours of the interruption and must not exceed the fees otherwise payable for the affected Services during that period. Metro Guards must deduct costs avoided and net revenue earned through redeployment, take reasonable steps to mitigate its loss, and provide a calculation on reasonable request. No such charge is payable to the extent that the interruption was caused by Metro Guards’ breach, negligence or wilful misconduct. There must be no duplicate recovery under clause 3.4(c) or clause 8

Each party (recipient) must keep confidential, and not to use or disclose, other than as permitted by this agreement, any Confidential Information of the other party (discloser), including Confidential Information provided to or obtained by the recipient prior to entry into this agreement.

The obligations in clause 7.1(a) do not apply to information to the extent that it:

with the prior written consent of the other party;

in the case of Metro Guards, to its directors, agents, professional advisers, employees, contractors and

permitted subcontractors solely for the exercise of rights or the performance of obligations under this agreement; or

in the case of the Client:

The Client must treat all Security Information as confidential and must not disclose it to any person other than on a need to know basis.

The Client must not publicly publish or broadcast Security Information or images or recordings of Metro Guards Personnel without Metro Guards’ prior written consent. The Client may disclose such material on a confidential, need-to-know basis to its insurers, insurance brokers, professional advisers and persons reasonably required to manage Site safety or an incident, and may disclose it to police, emergency services, regulators or a court where reasonably necessary or required by law. Any disclosure must comply with applicable privacy and surveillance laws. This clause does not prevent use of reports permitted under clause 11.15(b).

Each party must comply with the Privacy Act 1988 (Cth) and the Australian Privacy Principles to the extent applicable to it, and with the Surveillance Devices Act 1999 (Vic), in relation to personal information and recordings handled in connection with this agreement.

The Client acknowledges that Metro Guards collects personal information in the course of supplying the Services, including through incident reports, attendance and patrol records, GPS and NFC patrol monitoring, photographs, CCTV and body worn cameras, and consents to that collection for the purposes of supplying the Services, managing safety and incidents, and meeting Metro Guards’ legal and insurance obligations.

Recordings and records made by Metro Guards or its Personnel are the property of Metro Guards and will be retained, used and disclosed in accordance with law and Metro Guards’ privacy policy. Metro Guards will provide the Client with a copy of a recording where the Client has a lawful basis to receive it and has paid Metro Guards’ reasonable costs of retrieval.

Where Metro Guards Personnel operate the Client’s CCTV or other surveillance systems, the Client warrants that those systems are installed, signed, operated and retained in accordance with law, and the Client remains responsible for compliance in relation to them.

The Client must provide any collection notice, signage or consent required in relation to its own personnel, tenants or visitors before the Services commence.

Each party must notify the other as soon as practicable of any actual or suspected data breach affecting personal information handled in connection with this agreement, and must co-operate in assessing and responding to it.

This clause 7 survives termination or expiry of this agreement.

On termination, each party must return or securely destroy the other’s Confidential Information in its possession, except to the extent it is required to retain it by law or for insurance or professional purposes, and except for records reasonably required to evidence the performance of the Services.

Within seven (7) days of termination, the Client must return all Metro Guards property, and Metro Guards must return all keys, access cards, codes and other access devices supplied by the Client.

This agreement begins on the Commencement Date and continues for the Initial Period, if specified, unless terminated earlier under this agreement or applicable law.

At the end of the Initial Period, the agreement continues on the same terms until terminated under clause 8.1(c) or clause 8.2. Metro Guards must give the Client a reminder at least thirty (30) days before the end of the Initial Period, explaining the continuation and the right to terminate. Continuation does not create a new fixed period.

Either party may terminate effective at the end of the Initial Period, or at any time afterwards, by giving at least thirty (30) days’ written notice. If no fixed Initial Period is specified, either party may terminate at any time on thirty (30) days’ written notice. Earlier termination rights under this agreement and applicable law are unaffected.

A cancellation or reduction of a rostered position under clause 3.4(c) does not, by itself, terminate this agreement. Termination does not require a second roster-cancellation notice. Any applicable notice-period or cancellation charge must be calculated without duplicate recovery.

If a party:

Metro Guards may terminate this agreement, or suspend or terminate the Services at any particular Site, immediately by written notice to the Client if, acting reasonably, Metro Guards considers that:

If an Insolvency Event occurs in relation to the Client, Metro Guards may terminate this agreement by giving Notice to the Client, and the termination is effective on receipt of that Notice by the Client or on such later date as is specified in it. This clause operates subject to any stay on the enforcement of rights under Part 5.1 or Part 5.3A of the Corporations Act.

Termination does not affect any accrued right or obligation of either party. On termination, all Money Payable properly accrued becomes immediately due and payable, subject to clause 6.2(d), including the treatment and payment timing of genuinely disputed amounts. Any unused advance payment or deposit must be dealt with under clause 6.2(c).

A lawful termination by Metro Guards under clause 8.2(b), clause 8.2(c) or clause 6.3(c)3 does not, of itself, give rise to liability to the Client. This does not release Metro Guards from liability for an earlier breach, negligence or any liability preserved by clause 10.1. The Client must pay for Services supplied before termination and other amounts properly accrued. A charge under clause 3.4(c) or clause 6.3(f) is payable only where its conditions are satisfied and must not duplicate another charge. No cancellation charge is payable to the extent that termination results from Metro Guards’ own breach, negligence or wilful misconduct.

the Client’s breach of this agreement;

a negligent or wilful act or omission of the Client or a person for whose conduct the Client is legally responsible;

inaccurate, incomplete, outdated or misleading information supplied by or on behalf of the Client concerning the Site, hazards, instructions or emergency arrangements;

an unsafe or defective condition of the Site for which the Client is responsible, including a hazard that the Client knew or reasonably ought to have known about and failed to disclose; or

Metro Guards reasonably complying with a lawful Client instruction, to the extent that the resulting Loss is attributable to the instruction rather than Metro Guards’ manner of performance. The occurrence of a criminal act or the making of a third-party claim does not, by itself, trigger this indemnity. It applies only to the extent that the Loss is caused by a matter identified above.

Nothing in this agreement excludes, restricts or modifies a Consumer Guarantee, statutory right or liability to the extent that it cannot lawfully be excluded, restricted or modified.

Where Metro Guards supplies Services other than services of a kind ordinarily acquired for personal, domestic or household use or consumption, and section 64A of the Australian Consumer Law permits the limitation, Metro Guards’ liability for failure to comply with a Consumer Guarantee is limited, at Metro Guards’ election, to:

Subject to clause 10.1, neither party is liable to the other for indirect or consequential loss, or for loss of profit, revenue, anticipated savings, business opportunity or goodwill, whether such specified loss is direct or indirect.

Clause 10.2(a) does not exclude:

a Force Majeure Event;

any act or omission of the Client, or of any officer, employee, agent, contractor, tenant, invitee or visitor of the Client;

any inaccurate, incomplete, out of date or misleading information or instruction provided by or on behalf of the Client;

any condition of the Site which is unsafe, defective or non-compliant, or any hazard at the Site not disclosed to Metro Guards in writing;

any criminal, malicious, negligent or unlawful act or omission of any person not engaged by Metro Guards;

any failure, malfunction, deactivation or inadequacy of any lock, alarm, camera, monitoring system, lighting, fence, gate or other security measure not supplied and installed by Metro Guards;

any interruption or failure of electricity, telecommunications, internet or monitoring services;

any failure to supply the Services as a consequence of strikes, labour disputes, fires, floods, other extreme weather conditions, accidents, invasions, riots, mobs, wars, national emergencies, significant or sustained disruption to power services, embargoes or restraints, or any other circumstance beyond the reasonable control of Metro Guards, including an unusually high occurrence of Alarm Responses;

any inadequacy or failure of a Client-supplied access device, except to the extent caused by Metro Guards or its Personnel. Where loss of or damage to an access device is caused by Metro Guards’ negligence or wilful misconduct, its liability for reasonable replacement, re-keying or reprogramming costs is subject to clauses 10.1, 10.2 and 10.4.

any indirect or consequential loss excluded under clause 10.2;

any loss of profit, loss of revenue, loss of use, loss of income, loss of rental or other benefit, loss of production, loss of anticipated savings, loss of data, loss of actual or potential business opportunity, or loss of or damage to reputation or goodwill.

Subject to clause 10.1 and to any liability that cannot lawfully be excluded or limited, the total aggregate liability of Metro Guards and its directors, officers, employees, agents and subcontractors arising out of or in connection with this agreement, the Services, any event or any related series of events, whether in contract, in tort including negligence, under statute, under an indemnity or otherwise, is limited to $25,000.

The amount in clause 10.4(a) is a single aggregate limit for all Claims arising during and after the Term. It is not a per-Claim, per-event or per-annum limit, it is not reinstated by the occurrence of any further act, omission or event, and it includes interest on any Claim, legal costs, and any amount payable under an indemnity given by Metro Guards under this agreement, except to the extent those amounts cannot lawfully be limited.

Where more than one Claim arises out of the same act, omission or event, or out of a series of related acts, omissions or events, all of those Claims are treated as a single Claim for the purposes of this clause 10.4.

This clause 10.4 does not limit:

Clause 10.2 continues to apply. A loss excluded under clause 10.2 is not recoverable merely because it falls below the Liability Limit.

The Client must notify Metro Guards in writing of any Claim as soon as reasonably practicable, and in any event within seven (7) days of the date on which the Client first becomes aware of the circumstances giving rise to the Claim. The notice must state the nature and grounds of the Claim and the amount claimed, if known.

The Client must give Metro Guards, its insurers and their representatives reasonable access to the Site, to relevant records and to relevant personnel, and must preserve all evidence relevant to the Claim, including any CCTV or other recorded footage, for so long as the Claim remains unresolved.

A party seeking indemnification must not admit liability, settle or compromise the relevant Claim without the indemnifying party’s prior written consent, which must not be unreasonably withheld or delayed. The parties must cooperate with any insurer entitled to control the defence or settlement. An indemnifying party must not agree to a settlement that imposes an admission of wrongdoing or a non-monetary obligation on the indemnified party without that party’s consent.

Subject to clause 10.1, Metro Guards is not liable in respect of a Claim to the extent that its ability to investigate, defend or mitigate that Claim has been materially prejudiced by the Client’s failure to comply with this clause 10.6.

This agreement is governed by the law in force in the State.

Each party irrevocably submits to the non-exclusive jurisdiction of the courts exercising jurisdiction in the State and any courts of appeal from them in respect of any proceedings in connection with this agreement. Each party irrevocably waives any objection to the venue of any legal process in those courts on the basis that the process has been brought in an inconvenient forum.

A notice or other communication to a party under this agreement (Notice) must be in writing and in English, signed by or on behalf of the sending party and addressed to that party in accordance with the details nominated in Item 11.

A Notice may be given by hand, by pre-paid post or by email to the address or email address nominated in Item 11, or as last notified in writing by the recipient, and is regarded as given and received at the time set out in the table below.

A Notice under clause 6.3, clause 8 or clause 12 may be given by email in accordance with this clause and does not require duplicate delivery by post. Immediate operational action reasonably necessary to protect health or safety may be taken before formal Notice is given, provided Notice is given as soon as reasonably practicable. Routine operational communications do not require formal Notice unless another provision expressly requires it.

This agreement records the parties’ agreement concerning its subject matter and includes written variations complying with clause 11.6. Terms contained in a Client purchase order, procurement portal, vendor registration form or other Client document are excluded unless expressly incorporated by such a variation.

Each party acknowledges that it has not relied on any representation, statement or promise in entering into this agreement other than those expressly set out in it.

This clause does not extinguish any claim that either party may have under the Australian Consumer Law, and nothing in this clause limits or excludes any liability or right that cannot lawfully be limited or excluded.

If a dispute arises out of or in connection with this agreement, a party must not commence proceedings, other than proceedings for urgent interlocutory relief or for the recovery of Money Payable, unless it has first complied with this clause.

The party must give the other party written notice describing the dispute. Within ten (10) Business Days after that notice, senior representatives of each party with authority to settle must meet, in person or by video conference, and use reasonable endeavours to resolve the dispute.

If the dispute is not resolved within twenty (20) Business Days after the notice, either party may commence proceedings.

Nothing in this clause prevents Metro Guards from exercising any right under clause 6.3 or clause 8.2.

Metro Guards will maintain, with reputable insurers, public liability insurance of not less than $20,000,000 for any one occurrence, workers compensation insurance as required by law, and professional indemnity insurance of not less than $1,000,000 in the aggregate. Metro Guards will provide certificates of currency on reasonable request.

The Client must maintain, at its own cost and for the Term, insurance over its own property, stock, plant, equipment, records and business interruption risk at the Site for its full insurable value, and public liability insurance of not less than $20,000,000 for any one occurrence. The Client must provide certificates of currency on reasonable request.

The Client acknowledges that the Services are not, and are not a substitute for, insurance, and that the Service Fee does not include any element of premium for insurance of the Client’s property or business.

The Client must use reasonable endeavours to obtain, under its property insurance, a waiver of subrogation in favour of Metro Guards to the extent permitted by law and reasonably available on commercial terms. If unavailable, the Client must notify Metro Guards and provide reasonable evidence of its request and the insurer’s response. The Client must not knowingly invalidate its insurance by granting a waiver contrary to its policy conditions. This clause does not expand Metro Guards’ liability beyond clauses 9 and 10.

Nothing in this clause limits the Client’s obligations or Metro Guards’ rights under clause 9 or clause 10.

During the Term and for six (6) months after it ends, the Client must not knowingly target or solicit for employment or direct engagement any Metro Guards employee or individual contractor who materially supplied the Services during the preceding six (6) months, without Metro Guards’ prior written consent.

If the Client breaches clause 11.13(a) and engages the relevant person, Metro Guards may recover its reasonable, documented recruitment, licensing, induction and training costs necessarily incurred to replace that person. Recovery must not exceed twenty-five per cent (25%) of the person’s actual annual remuneration immediately before departure, must account for costs avoided, and must not duplicate any other recovery for the same loss.

This clause does not apply to a bona fide public advertisement not directed at Metro Guards Personnel, an unsolicited approach initiated by the person without prior solicitation by the Client, or a person whose employment or engagement Metro Guards ended before the Client’s approach.

Any consensual introduction or transfer fee must be agreed in writing before the engagement.

Metro Guards holds, and will maintain for the Term, the licences and registrations required to supply the Services, including under the Private Security Act 2004 (Vic) and, where applicable, the Labour Hire Licensing Act 2018 (Vic), or the equivalent legislation of the State.

Metro Guards will ensure that each individual performing a security activity as part of the Services holds the individual private security licence appropriate to that activity.

Metro Guards is responsible for the payment of wages, superannuation, leave entitlements, payroll tax and workers compensation premiums in respect of its own employees, and for compliance with the Fair Work Act 2009 (Cth), the National Employment Standards and the Security Services Industry Award 2020 or other applicable industrial instrument in respect of them.

Metro Guards will ensure that each person performing the Services holds the right to work in Australia and that it complies with applicable immigration requirements.

The Client must not hold out any Metro Guards Personnel as having powers they do not have at law. The Client acknowledges that Metro Guards Personnel have no greater power of arrest, detention, search, eviction or use of force than any other member of the public, except as expressly conferred by law.

Metro Guards’ obligations under this agreement are subject to, and Metro Guards is not required to do anything which would breach, any law, licence condition, industry code or direction of a regulator or law enforcement agency.

Where the supply of Personnel under this agreement constitutes the supply of labour hire services and the Client is a host, the Client must comply with its own obligations under the applicable labour hire licensing legislation, including the obligation not to engage an unlicensed provider.

All intellectual property rights in Metro Guards’ systems, methodologies, procedures, post orders, training materials, patrol management and monitoring software, reporting formats, forms and templates remain the property of Metro Guards.

Metro Guards grants the Client a non-exclusive, non-transferable licence to use incident reports, patrol logs and other reports supplied under this agreement for the Client’s internal business purposes and for any insurance claim or legal proceeding relating to the Site.

The Client must not use Metro Guards’ name, business names, logo or trade marks without Metro Guards’ prior written consent, and must cease all such use within seven (7) days after termination.

Nothing in this agreement transfers any right in the Client’s intellectual property to Metro Guards.

The parties acknowledge that each may owe duties under the Occupational Health and Safety Act 2004 (Vic) in relation to the Site and the Services, and that those duties are not and cannot be transferred, excluded or contracted out of by this agreement.

The parties must consult, co-operate and co-ordinate activities with each other in relation to health and safety matters at the Site to the extent required by law.

Each party must notify the other as soon as practicable of any notifiable incident, hazard or regulator direction at the Site which affects or may affect the other party’s personnel.

Metro Guards may direct Personnel to cease work and leave the Site immediately where it reasonably considers that continuing work would expose a person to a health or safety risk. Metro Guards must notify the Client promptly, cooperate reasonably in addressing the risk, and resume unaffected or safely restored Services where reasonably practicable. Fees remain payable for Services actually supplied. Any charge for Services not supplied is governed by clause 6.3(f). Metro Guards may also exercise its rights under clause 8.2(b).

Where the Services are supplied at a school, childcare centre, youth facility or other Site at which Metro Guards Personnel are likely to have contact with children, the Client must notify Metro Guards in writing before the Services commence.

Where clause 11.17(a) applies, Metro Guards will ensure that each of its Personnel attending the Site holds a current Working with Children Check or equivalent clearance where required by law, and will comply with the Client’s child safety policies notified to it in writing.

The Client remains responsible for its own obligations under applicable child safety legislation and standards, including the Victorian Child Safe Standards.

If a party is rendered unable, wholly or in part, to perform its obligations under this agreement because of a Force Majeure Event, those obligations are suspended for so long as the Force Majeure Event continues and to the extent that performance is affected by it.

The affected party must notify the other party in writing as soon as reasonably practicable, describing the Force Majeure Event and its likely effect and duration, and must use reasonable endeavours to mitigate its effect and to resume performance.

The Client must pay for all Services actually supplied during a Force Majeure Event.

If a Force Majeure Event continues for more than three (3) months, either party may terminate this agreement by written notice to the other, without affecting the accrued rights and obligations of the parties as at the termination date.

An event excluded from the definition of Force Majeure Event does not excuse performance under this clause or clause 10.3(h). Except for amounts properly payable for Services actually supplied or obligations accrued before the event, no service fee or cancellation charge is payable for Services not supplied because of the Force Majeure Event. Termination under this clause does not attract a charge under clause 3.4(c).

Unless expressly included the consideration for any supply under or in connection with this agreement does not include GST.

To the extent that any supply made under or in connection with this agreement is a taxable supply, the consideration for that supply is increased by an amount equal to that consideration (or its market value) multiplied by the rate at which GST is imposed in respect of that supply. The recipient must pay the additional amount at the same time as the consideration, subject to the supplier issuing a tax invoice.

Whenever an adjustment event occurs in relation to any taxable supply made in connection with this agreement, the supplier must determine the net GST in relation to the supply (taking into account any adjustment) and if the net GST differs from the amount previously paid in accordance with clause (13.2b), the amount of the difference must be paid by, refunded to or credited to the recipient, as applicable.

If a party is entitled under this agreement to be reimbursed or indemnified by another party for a cost or expense incurred in connection with this agreement, the reimbursement or indemnity payment must not include any GST component of the cost or expense for which an input tax credit may be claimed by the party entitled to be reimbursed or indemnified, or by its representative member, and then, if the amount of the payment is consideration or part consideration for a taxable supply, it must be increased on account of GST in accordance with clause 13.2b.