The following definitions apply in this agreement unless the context requires otherwise:
Alarm Receiving Centre: means the firm or corporation which monitors the Permaconn System and Permaconn Unit.
Atlas Web Platform: means the web based platform that enables the retrieval of status information,
control and management of Permaconn Units.
Business Day means any day of the week other than:
Saturday, Sunday, Waitangi Day, Good Friday, Easter Monday, ANZAC Day, the Sovereign’s
Birthday, Labour Day, Christmas Day, Boxing Day, New Years Day and the day after New
If Christmas Day, New Year’s Day, Waitangi Day or ANZAC day falls on a Saturday or Sunday, the following Monday.
If Boxing Day or the day after New Year’s Day falls on a Saturday, the following Monday, or if
Boxing Day or the Day After New Year’s Day falls on a Sunday, the following Tuesday.
The day observed as the anniversary of the province in which the Customer is primarily located.
Customer means the entity who:
markets, distributes or installs the Permaconn System and Permaconn Unit, or
monitors the Permaconn System and Permaconn Unit at the Alarm Receiving Centre, or
provides both services referred to in clause 1.1.4 above two.
Commencement Date: means the date on which the Permaconn System or Permaconn Unit is activated.
CSRU: means the Central Station Receiver Unit which is installed at the Alarm Receiving
Centre and receives trasmissions from the Permaconn Unit.
End User: means the person, entity or corporation who either purchases the Permaconn Unit from the
Customer or who contracts the Alarm Receiving Centre to monitor its premises utilising the Permaconn System.
Initial Term: means 90 days calculated with effect from the Commencement Date.
Keyholder: means a person, agency or authority which is authorised by the End User to be
contacted in the event of the alarm at the End User’s premises being set off.
Non-Excludable Condition: means any condition or warranty the exclusion of which could be
void or otherwise contravene the Commerce Act 1986 or any other applicable law.
Permaconn Air Time: means the monthly charge to access the Permaconn System and Permaconn Unit.
Permaconn System: means the alarm monitoring system provided by PNZ in terms of this
agreement, including the Atlas Web Platform, the SIM Card, the CSRU (which utilises the GPRS, 3G or
4G mobile telecommunication network and wired networks to link the End User’s premises to the
Alarm Receiving Centre).
Permaconn Unit: means the device that is installed at the End User’s premises.
Pocket Secure: means the application that enables the End User to arm and disarm their alarm panel.
PPSA: means the Personal Property Securities Act 1999.
Services: means the alarm monitoring services provided by PNZ utilising the Permaconn System.
SIM Card: means the detachable smart cards contained in the Permaconn unit and the CSRU
which remain the property of Permaconn NZ Limited.
PNZ: means Permaconn NZ Limited (Company number 7109095), a New Zealand registered Company.
Unless a contrary intention clearly appears
the singular include the plural and vice versa and
natural persons include created entities (corporated or unincorporated) and the government
and vice versa.
When any number of days is prescribed in this agreement, same shall be calendar days.
Any headings used herein are for convenience in reference only and are not a part of this
agreement, nor shall they in any way affect the interpretation hereof.
The word "including" or "includes" means "including but not limited to" or "including without limitation".
The rule of construction that the contract shall be interpreted against the party responsible
for the drafting or preparation of the agreement, shall not apply.
THE PERMACONN SYSTEM
The Permaconn System is designed to reduce the risks of loss or damage to the End User’s
property or the property of others located on the End User’s premises utilising the Permaconn Unit.
However, PNZ does not guarantee that the Permaconn System and Permaconn Unit cannot be
removed, tampered with or made to stop working by the End User or the Customer or by any
unauthorised person, that particular losses or injuries will be prevented by using the Permaconn
System and Permaconn Unit, that the Permaconn System and Permaconn Unit will work
continuously and without errors, including where interruptions or errors are due to something
beyond PNZ’s reasonable control or that the Permaconn System or Permaconn Unit, like all
mechanical and electronic devices will not develop faults.
The Customer and End User agree that use of the Atlas Web Platform and Pocket Secure as part
of the Permaconn System is at their own risk. The display of events or actions at the End User's
premises on the Atlas Web Platform is indicative only and PNZ does not warrant or guarantee the
actual occurrence of any events or actions displayed on the Atlas Web Platform.
PNZ does not know the value of the End User’s personal safety, premises or its contents or the
property of others located on the End User’s premises and the nature and context of the Customer’s
liability to the End User. The purpose of this agreement is not to act as an insurer for the Customer
in respect of the End User’s personal safety, premises or its contents or the property of others
located on the End User’s premises or for any loss, claim or liability which the Customer may suffer
pursuant to providing the Permaconn System and Permaconn Unit to the End User.
The amount paid under this agreement is based upon the services PNZ performs and the limited
liability PNZ assumes under this agreement, and is unrelated to the value of the End User’s property
or the property of others located on the End User’s premises or for any loss, claim or liability which
the Customer may suffer pursuant to providing the Permaconn System and Permaconn Unit to the
End User. Subject to the provisions of this agreement and to the maximum extent allowed by law, in
the event of any loss or injury to any person or property, the Customer agrees to look exclusively to
its insurer to recover damages and waives all subrogation and other rights of recovery against PNZ
that any insurer or other person may have as a result of paying any such claim, loss, liability or injury.
Nothing in this clause 2.4 is intended to limit or exclude liability under or arising from any NonExcludable Condition.
The Customer must:
if it is an Alarm Receiving Centre:
provide PNZ with access to its premises so that PNZ may install the CSRU and remove same
after this agreement has expired or is terminated.
maintain a dedicated power supply to each part of the CSRU.
provide information about the End User, the End User’s premises and any other relevant
information to enable PNZ to provide the Services. The Customer must promptly advise PNZ of any
changes to this information.
install and operate the Permaconn System and Permaconn Unit according to the relevant New
Zealand Standards and specifications and any instructions and information which PNZ provides or
advises the Customer of from time to time.
immediately inform PNZ:
of any defect or fault in the Permaconn System or Permaconn Unit.
if it is aware of or suspects anyone of tampering with the Permaconn System or Permaconn Unit.
if the Permaconn System or Permaconn Unit is damaged or stolen.
if the Permaconn System or Permaconn Unit has been subjected to any unusual operating or
must not move or interfere with or attempt to repair the Permaconn System or Permaconn Unit
or allow others to do so.
must not transfer or assign any of its rights or obligations under this agreement.
PNZ accept that it must make sure that the Permaconn System and Permaconn Unit is of
acceptable quality and is suitable for the purpose set out in this agreement.
PNZ is not liable for:
losses due to the acts or omissions of any other person including the Customer, End User,
telecommunications network providers, other authorities or third parties.
delays, interruptions or suspensions in providing the Services, which are due to any other
person (including the Customer or the telecommunication providers), thing or event which PNZ
could not reasonably be expected to prevent.
losses resulting from:
the police, fire or other authority or party, including a Keyholder failing to act in accordance with
an emergency response or the alarm being set off.
a signal transmitted from the Permaconn Unit to the Alarm Receiving Centre not being received
by the Alarm Receiving Centre for reasons beyond their control.
a loss of power supply to any part of the Permaconn System or Permaconn Unit.
any other cause beyond PNZ’s reasonable control and not caused by its lack of reasonable care.
PRICE AND PAYMENT
PNZ will invoice the Customer for the charges as specified in any proposal or quotation or as
provided under this agreement. All amounts referred to in this agreement or any proposal or
quotation are exclusive of any taxes unless indicated otherwise.
Charges for Permaconn Air Time are invoiced monthly in advance.
All invoices, including for charges for Permaconn Air Time, are due and payable by the Customer
to PNZ within 30 days of the invoice date, without set-off, deduction or deferment on account of any
claim or counterclaim.
All amounts not paid within 30 days of the invoice date will bear interest at the lesser of the
maximum amount allowed by law or one and one-half percent (1.5%) per month. If any amount
becomes overdue, then all amounts recorded on the Customer’s account are deemed to be
immediately due and payable. The Customer must pay all costs and expenses (including all legal
costs) which may be incurred by PNZ in recovering overdue amounts.
In the event the Customer disputes (by notice to PNZ) an invoice relating to charges for
Permaconn Air Time, the Customer agrees it can only claim, and if agreed by PNZ, recover disputed
amounts from invoices dated within the 3 month period prior to the date of the dispute notice.
After the Initial Term, PNZ can increase the charges, including Permaconn Air Time charges, to
cover any increase in the cost of providing the Services. PNZ will advise the Customer in writing, 14
days prior to such increase being effective.
If the Customer does not agree to such increase in the charges, the Customer must within 7 days
after receipt of the notice referred to in clause 5.6 terminate this agreement by giving 90 days notice
in writing to PNZ. Until the end of that 90 day notice period, the Customer will still have to pay the
charges for the Services without the increase, including charges for Permaconn Air Time, and PNZ
will continue to provide the Services.
The Customer must also pay PNZ extra charges at its current rates for labour and materials,
where the following apply:
faults to the Permaconn System or Permaconn Unit have been caused by the Customer or any
other person, thing or event which PNZ could not reasonably be expected to prevent.
any replacements, repairs or modifications to the Permaconn System or Permaconn Unit not
covered by the warranty or are needed as a result of a change in a relevant standards or regulations
governing the Permaconn System and Permaconn Unit or the Services.
The Permaconn System and Permaconn Unit needs inspecting, resetting, reprogramming,
repairing or replacing in circumstances where:
the Customer or any other person has failed to follow operating instructions or has interfered
with the Permaconn System or Permaconn Unit.
the Customer, or equipment or devices which PNZ has not supplied have caused a false alarm or
a failure of the Permaconn System or Permaconn Unit.
the Customer’s actions or failures, or those of any other person other than PNZ, require PNZ to
inspect or make repairs or replace any part of the Permaconn System or Permaconn Unit.
adverse weather conditions cause damage to or activation of the Permaconn System or Permaconn Unit.
TERMINATION OR SUSPENSION
Except as otherwise provided for in this agreement, either party may terminate this agreement
by giving the other party at least 90 days notice in writing at any time. Until the end of that 90 day
notice period, the Customer will still have to pay all of the charges for the Services, including charges
for Permaconn Air Time, and PNZ will continue to provide the Services.
Either party may terminate this agreement immediately on notice in writing to the other if PNZ
cannot arrange or keep the telecommunications facilities needed to transmit the signals between
End User’s premises and the Alarm Receiving Centre.
If the Customer fails to make payment in accordance with clause 5, PNZ may immediately
terminate this agreement or suspend the Services provided under this agreement, on notice in
writing to the Customer and in respect of a suspension, for a period PNZ considers appropriate. PNZ
will have no responsibility during the period of suspension. If this agreement is suspended, PNZ will
inform the Customer in writing upon the lifting of such suspension.
Except as otherwise provided for in this agreement, either party (“Aggrieved Party”) may
terminate or suspend this agreement if the other party:
commits any material breach of this agreement which is not remedied within 30 days of notice
from the Aggrieved Party.
commits an act which is or would be an act of insolvency, or if a receiver, receiver and a manger,
liquidator, administrator, trustee or similar official is appointed over its assets or business.
enters into or proposes to enter into an arrangement, composition, or compromise with its
creditors or any class of them, or there is declared by a competent court or authority, a moratorium
on the payment of indebtedness by either party or other suspension of payment generally.
ceases to carry on business.
PNZ’s responsibility and liability under this agreement immediately ceases if this agreement
expires or terminates or if the Services are suspended under clause 6.3.
If PNZ has extended a discount from its normal charges on the basis that this agreement will
continue for a certain minimum period, and prior to expiry of that minimum period this agreement is
terminated by the Customer under clauses 5.7 or 6.1 or by PNZ for any reason except under clauses
6.1 or 6.2, the Customer must promptly pay to PNZ the difference between the normal
(undiscounted) charges that would otherwise have applied and the discounted charges for the
period this agreement was in effect.
If this agreement expires or is terminated:
PNZ will cease providing the Services.
The Customer must immediately deliver or procure the delivery of the Permaconn System, or
any part of the Permaconn System to PNZ.
all amounts owing to PNZ will become immediately due and payable.
RETENTION OF OWNERSHIP
Unless otherwise agreed in writing by PNZ, no legal or equitable title to the Permaconn System
passes to the Customer.
The parties acknowledge:
the Customer holds the Permaconn System as bailee of PNZ returnable at the will of PNZ and
without prior demand of PNZ.
without limiting clause 7.2.1, on demand by PNZ, the Customer must immediately deliver or
procure the delivery of the Permaconn System, or any part of the Permaconn System to PNZ.
the Customer authorises PNZ to enter the premises where the Permaconn System is stored for
the purposes of taking possession of all or any part of it.
the Customer hereby indemnifies RDCCO Pty Ltd for any damage arising in connection with
the recovery of possession of the Permaconn System or any part of the Permaconn System by
RDCCO Pty Ltd.
PNZ retains and holds all legal and equitable title and ownership in the Permaconn System.
The parties acknowledge:
without limiting clause 7.2, all goods supplied to the Customer by PNZ under this agreement
(the Goods) shall be subject to a security interest as that term is defined in the PPSA to secure
payment of all moneys owing by the Customer to PNZ. PNZ shall treat the security interest in the
Goods as continuing and subsisting security with priority over any registered general security and
any unsecured creditors.
the security described in clause 7.3.1 extends to any proceeds arising from the sale of the
Goods or in any accessions in the Goods or, if the Goods become an accession, the accession and the
Goods, to secure the Customer’s obligations to PNZ under this agreement.
the Customer is responsible for all costs incurred by PNZ in registering the security interest
created under this agreement under the PPSA and all costs of enforcement of that security interest.
the following rights of the Customer under the PPSA are excluded to the maximum extent permitted by law:
receipt of a verification statement pursuant to s 148 and a statement of account under s 116.
to recover a surplus under s 119.
to receive notice from PNZ to retain collateral under s 120(2) and to object to that proposal under s 121.
to redeem collateral under s 132.
to reinstate a security agreement under s 133 and 134.
to not have goods damaged or to be reimbursed in respect of such damage if PNZ takes
possession of an accession or goods (see s 125 and 126).
to refuse permission to remove an accession until security is given by PNZ for
reimbursement as per s 127.
to receive notice of removal of an accession under s 129.
to apply to court for an order concerning removal of an accession.
any other right in favour of the Customer that can be lawfully contracted out of under the PPSA.
the Customer agrees to immediately notify PNZ of any change in its name, address and contact
persons details required to enable PNZ to register a financing change statement if required. In the
absence of such notification, the address held in PNZ’s records is deemed to be the Customer’s
the Customer will not agree, encourage or allow any other person or entity to register a
financing statement or security interest in respect of the Goods without the express written consent
of PNZ and shall notify PNZ as soon as the Customer is aware of any other person taking steps to
register an interest in the Goods.
PNZ warrants that the Permaconn System and Permaconn Unit supplied are free of defects in
materials and workmanship for a period of 24 months from the Commencement Date. PNZ shall be
relieved of all obligations in terms of this clause 8.1, if:
repairs or modifications to the Permaconn System and Permaconn Unit have been made by
persons other than PNZ, unless such repairs or modifications are made with the prior written
consent of PNZ.
the Permaconn System or Permaconn Unit has not been operated or maintained in accordance
with PNZ’s instruction, or under normal use; or the Permaconn System or Permaconn Unit were not
incorrect adjustments by the Customer or others have been made to.
consumable items of all kinds have failed (where consumable items are items with a finite life
such as batteries, communication chips).
defects in the Permaconn System or Permaconn Unit have been caused by or contributed to by
work carried out by any telecommunications agency or other party.
the Customer is not in compliance with its obligations under this agreement.
Except as expressly provided in this agreement and except for any Non-Excludable Condition,
PNZ makes no warranty or representation, either express or implied, with respect to the Permaconn
System and Permaconn Unit or any other goods or services it supplies under this agreement, Where
legislation implies into this agreement a Non Excludable Condition, PNZ’s liability for breach of such
Non Excludable Condition is limited in accordance with the provisions of clause 8.3.
Neither party shall be liable to the other for loss of profit, income or saving or for any indirect,
consequential or special damages regardless of whether the liability is based on a claim for
negligence, indemnity, breach of contract, tort, misrepresentation or any other basis. In no event
shall PNZ’s liability under this agreement or any transaction contemplated by this agreement exceed
the total amount paid to PNZ by the Customer under this agreement during the previous six months.
The Customer hereby irrevocably and unconditionally releases PNZ from all obligations, liability,
claims or demands in excess of the limitation. Nothing in this clause 8.3 is intended to limit or
exclude liability under or arising from any Non-Excludable Condition.
Neither party shall be in default under this agreement by reason of any failure or delay in the
performance of any obligation under this agreement where such failure or delay arises out of any
cause beyond the reasonable control of such party. Such causes include, without limitation, storms,
floods, other acts of nature, fires, explosions, riots, war of civil disturbance, strikes or other labour
unrests, embargoes and governmental actions or regulations that would prohibit either party from
providing the Services or from performing any other aspects of the obligations under this
GOODS AND SERVICES TAX (GST)
A party must pay GST on a Taxable Supply made to it under this agreement to any consideration
(excluding GST) that is payable for that Taxable Supply. It must do so at the time and in the same
way as it is required to pay consideration for the Taxable Supply.
A party making a Taxable Supply to another party under this agreement must issue a Tax
Invoice to the other party, setting out the amount of the GST payable by that other party.
For the purposes of clause 10 “GST”, “Taxable Supply” and “Tax Invoice” have the meanings
attributed to those terms in the Goods and Services Tax Act 1985.
The parties represent and warrant to each other that at any time during the continuance of this agreement:
each party has full power to perform any business activity contemplated by this agreement.
each party has procured any consent for the execution and performance of this agreement.
the execution or performance of this agreement by any party does not and will not contravene
any provision of the constitution of that party or any law or agreement binding on that party.
A notice, demand, consent, approval or communication under this agreement (Notice) must be:
in writing and signed by a person duly authorised by the sender.
hand delivered or sent by post to the recipient's registered address or principal place of
business, as varied by any Notice given by the recipient to the sender.
A Notice given in accordance with clause 12.1 takes effect when taken to be received (or at a
later time specified in it), and is taken to be received.
if hand delivered, on delivery.
if sent by post, 2 Business Days after the date of posting; but if the delivery is not on a
Business Day or is after 5.00pm on a Business Day, the Notice is taken to be received at 9.00am on
the next Business Day.
It is agreed and understood that the basis upon which PNZ does business with the Customer is
that, notwithstanding anything contained to the contrary in any other documentation or discussion,
including any invoice, delivery note or Customer enquiry, the terms and conditions contained in this
agreement shall operate in respect of any and all business between the Customer and PNZ.
PNZ may amend the terms and conditions contained in this agreement at any time by notifying
the Customer in writing 14 days prior to the amended terms and conditions taking effect. If the
Customer does not agree to the amended terms and conditions, the Customer must within 7 days
after receipt of the notice terminate this agreement by giving 90 days notice in writing to PNZ. For
the avoidance of any doubt, until the end of that 90 day notice period, the Customer will still have to
pay all of the charges for the Services, including charges for Permaconn Air Time, and PNZ will
continue to provide the Services.
The Customer is an independent contractor and nothing in this agreement shall create, or be
deemed to create, a partnership or the relationship of principal and agent or employer and
employee between the parties.
If a provision of this agreement is invalid or unenforceable in a jurisdiction it is to be read down
or severed in that jurisdiction to the extent of the invalidity or unenforceability and it does not affect
the validity or enforceability of that provision in another jurisdiction or the remaining provisions.
A waiver by a party of a provision or of a right under this agreement is binding on the party
granting the waiver only if it is given in writing and is signed by the party or an officer of the party
granting the waiver. A waiver is effective only in the specific instance and for the specific purpose for
which it is given. A single or partial exercise of a right by a party does not preclude another or further
exercise or attempted exercise of that right or the exercise of another right. Failure by a party to
exercise or delay in exercising a right does not prevent its exercise or operate as a waiver.
The termination of this agreement will not release either party from its obligations under
clauses 2, 4, 6.6, 7, 8 and 9 or which by its nature must survive termination or in respect of any
Except as otherwise provided for under this agreement, this agreement may be amended only
by a document signed by all parties.
This agreement together with any documents referred to in this agreement or executed in
connection with this agreement is the entire agreement of the parties about the subject matter of
Each party irrevocably and unconditionally submits to the non-exclusive jurisdiction of the
courts of New Zealand and waives any claim or objection based on absence of jurisdiction or
This agreement is governed by the laws of New Zealand.