ALARM MONITORING CONTRACT No.:../HDTB/2012

Transcription

1 SOCIALIST REPUBLIC OF VIETNAM Independence Freedom Happiness ---o0o--- ALARM MONITORING CONTRACT No.:../HDTB/2012 THIS ALARM MONITORING CONTRACT, hereby called Contract, is made on between: PARTY A: And T&T CO., LTD. Address : 9A Nam Quoc Cang St., Pham Ngu Lao Ward, Dist.1, HCMC Tel : Fax : Tax code : Account No : VND at Vietcombank HCMC Branch. Represented by : Mr. BUI XUAN BAC Title : Deputy General Director PARTY B: Address : Tel : Fax : Tax code : Represented by : Title : It is mutually agreed between both parties to sign this contract with terms and conditions specified hereunder: ARTICLE 1: DEFINITION 1.1. Subscriber: means the premises (private houses, offices, buildings, warehouses, etc.), which Party B hires Party A to protect with Alarm Monitoring Service Alarm Monitoring Center: means the center which monitors security; receives and handles alarm signals from the Subscriber; manages all activities to maintain security for the Subscriber. Alarm Monitoring Contract Page 1 of 7

2 1.3. Alarm Equipment(s): means the device(s) (detectors and/or sensors) installed at the Subscriber to trigger and send alarm signals to the Alarm Monitoring Center whenever fire and/or illegal intrusion, etc. are detected Transceiver Unit: means the Radio Transceiver 7450XL provided by Party A, installed at the Subscriber. Transceiver Unit receives alarm signals from the Alarm Equipment and transmits these signals to the Alarm Monitoring Center Connecting Time: means the time when both Parties sign the Connecting minutes, which confirms the connection between subscriber and the Alarm Monitoring Center. From that date henceforth, the link between Alarm Equipment, Transceiver Unit and Alarm Monitoring Center is established and maintained. Subscribing Fee shall be charged as of the Connecting time Alarm Monitoring Service: means the service provided by Party A to Party B as contained in Article Alarm Response: means the activities of the Alarm Monitoring Center, which includes true/false alarm check, and deployment of Alarm Response Team, in cooperation with Police Forces, to the Subscriber s location in fastest possible time for control/intervention of incident (detailed requirements of Alarm Response are stipulated in Article 3.4.) Alarm Response Team: means the security force of the Alarm Monitoring Center deployed to act in cooperation with Police Forces to complete Alarm Response as stipulated in this contract. Members of Alarm Response Team shall all be in martial arts trained, and trained in all supporting devices and procedures Co-ordinate Code: means the confidential code provided by Party A to Party B for the true/false alarm check between two parties once the Alarm signals are received at the Alarm Monitoring Center Alarm Response Fee: means the charges settled by Party B to Party A in case true alarm signals from the Subscriber are received at the Alarm Monitoring Center and Party A performs Alarm Response (detailed requirements of Alarm Monitoring Service are stipulated in Article 2). The charge of Alarm Response Fee shall be applied based on the particularities of the incident and reports made by both Parties Subscribing Fee: means the monthly charges settle by Party B to Party A for the Alarm Monitoring Service (details are stipulated in Article 3) Maintenance Service: means any service including but not limited to technical checks and/or adjustment, repair of the Transceiver Unit and other Alarm Equipments ARTICLE 2: CONTENT OF THE CONTRACT 2.1. Party B agrees to hire Party A to provide the Alarm Monitoring Service for Party B s Subscriber at the following address: 000 Dien Bien Phu, Ward 7, Dist.3, HCMC Alarm Monitoring Contract Page 2 of 7

3 2.2. Subscriber s category: Bank Private house Jewelry shop Commercial center 2.3. Provision of service (s): Emergency alarm Intrusion alarm Fire Alarm Ambulance call ARTICLE 3: RESPONSIBILITIES OF PARTY A. Party A holds the responsibility for supplying Party B with the following services: 3.1. To counsel all matters relating to security/safety, and install the Alarm Equipment at the Subscriber for Party B To monitor all alarm signals round-the-clock from the Subscriber. In case of Fire Alarm, if Party B using the self-activated alarm system, then Party B shall give Party A a written notice indicated the time of activating system and Party A shall be no responsible to monitor alarm signals when the system is not in activation and networked with the Alarm Monitoring Centre. In case of Intrusion Alarm, if Party B using the self-activated alarm system, then Party A shall be only responsible to monitor alarm signals when the system is in activation and networked with the Alarm Monitoring Centre. In case of system to be activated from the Alarm Monitoring Centre, time of system activated shall be agreed in written by both Parties Inspect and identify the true/ false alarm. Detailed requirements of inspection are stipulated at Article Base on identifying alarm (fire alarm, intrusion alarm, etc.), Party A sends Alarm Response Team in co-operation with Police Forces to Subscriber s location in fastest possible time for control/intervention of incident. All supporting measures shall be complied with laws & regulations in force Conduct frequent check up of the Transceiver Unit with Party B s assistance as stipulated in Article Party is not responsible for any damage to Party B in cases: - Provisionally stop the service as requested by Party B or damage that caused by force majeure as being regulated at term 8.2 of Article 8 in this contract. - In duration of improvement, repair or replacement of equipment that Party B has been noticed by Party A Party A shall be responsible for buying the Professional Indemnity Insurance with the limit of liability of USD 1,000,000 (one million US dollar). Upon this Insurance contract, the insurer shall indemnity against all sums which party A shall become liable to compensate for the damages or loss of the party B, but these damages or loss must be resulting from negligence or mistakes of Party A or its guards which makes it fail to perform its responsibilities as provided in this contract. Total cost for compensating of damages and loss will be not over USD 1,000,000 (one million US dollar). Alarm Monitoring Contract Page 3 of 7

4 ARTICLE 04: RESPONSIBILITIES OF PARTY B Party B agrees that this Contract is mainly for the performance of the services stated in the Contract, and is not an Insurance Contract or a guarantee against loses or damages To fully supply Party A with necessary information to ensure the promptness and effectiveness of the link between the Transceiver Unit and Alarming Equipment. Keep good maintenance of the Transceiver Unit. Removal and repair of the equipment are not allowed without prior notice and confirmed acceptance of Party A Party B should make sure the power source is stable so that the alarm monitoring system is constant (Party B shall pay the expenses for installation of transformer and standby battery in case of out of power) To hold full responsibility to pay USD 1, to Party A for any damage of the Transceiver Unit caused by Party B such as removal and repair, etc. without written acceptance from Party A If Party B discontinues using the service temporarily, Party B shall inform Party A in writing. The discontinuing time shall not be more than one month; If more than one month Party B shall pay Party A the sign up fee as a new subscriber. Party B shall not pay subscribing fee, during the discontinuing time If Party B stops using the services of Party A, Party B shall return to Party A the Transceiver Unit 7450 XL and all rental equipment (if any) To maintain top confidentiality and accessibility of the Co-ordinate Code to ensure accurate Alarm Response To adhere to the cooperation procedures and provide favorable conditions when the Alarm Response Team performs their duties in accordance with the content of this contract To settle payment to Party A as stated in Article 7. All fees shall be charged immediately since the Connecting Time. ARTICLE 05: REGULATIONS FOR SERVICE GUARANTEE In order to provide Security Services promptly and accurately, the following regulations are agreed by both parties: 5.1 Party B allows Party A to install the Transceiver Unit at the Subscriber s location. This Transceiver Unit shall be connected to the Alarm Equipment(s) supplied by Party A or existing at the Subscriber. 5.2 Party B shall, within 15 days after signing hand - over the Connecting minutes, which confirms the connection between the subscriber and the Alarm Monitoring Center. In case of over 15 days then Party B shall be considered to unilaterally cancel the contract and details of cancellation are stipulated in Article 6. Regulations in case Party A receives Alarm Signals: Alarm Monitoring Contract Page 4 of 7

5 Promptly send Alarm Response Team without any inspection to the Subscriber in the fastest possible time to co-operate with Police Forces for control/intervention of incident. Telephone check with Party B at number:.. and Alarm Response Team shall be sent without any delay to the Subscriber in the fastest possible time to co-operate with Police Forces for control/intervention of incident when the alarm signals are confirmed to be true in the following case of responses with both Incorrect and correct Coordinated Code. Alarm Response Team shall be sent to the Subscriber in the fastest possible time after 03 telephone bell rings without any answer. Other requests:... Other regulations:... ARTICLE 06: REGULATIONS OF MAINTENANCE 6.1 Party A holds responsibility for quarterly maintenance including but unlimited to adjusting, repairing or replacing new Transceiver Unit for any damage caused by technical defects. 6.2 During the term of the contract, Party B shall pay no fee for repairing or replacing new Transceiver Unit for damage caused by manufacturer or technical defects 6.3 Party A is responsible to provide periodical maintenance service to all Alarm Equipments(s) installed at the Party B s premise and report to Party B all technical failures and propose solutions. Also Party A shall provide periodical maintenance to the network to ensure the smooth operation. Party A shall inform Party B prior to the maintenance and times of checking as stipulated in Article In cases of damage, repair, replacement of the system, Party A undertakes that the system will operate again within 24 hours. During the time of remedies, Party B is liable for keeping its properties. ARTICLE 07: PAYMENT 7.1. Party B shall settle monthly Subscribing Fee of.. VND (in words: ), to Party A from date of the invoice issued by Party A. The invoice shall be sent to Party B by Party A from the 1 st to the 5 th monthly. Overdue payment shall bear the current interest rates regulated by Vietcombank Ho Chi Minh City. Alarm Monitoring Contract Page 5 of 7

6 7.2. In addition to the monthly Subscribing Fee, Party B shall bear an Alarm Response Fee of VND (Three hundred and thirty thousand VND, included 10% of VAT) per Alarm Response (As when the service is carried out). This fee shall be paid upon Alarm Response Minutes signed between the Alarm Response Team and Party B Terms of payment: By bank transfer made to: Vietcombank Ho Chi Minh City 29 Ben Chuong Duong St., Dist.1, Ho Chi Minh City. VND Account No.: By cash at: 9A Nam Quoc Cang St., Pham Ngu Lao Ward, Dist.1, HCMC By cash at the Subscriber upon receipt of Invoice from T&T s officers. ARTICLE 08: DURATION OF THE CONTRACT 8.1 This contract is valid from date September 01, 2011 until the new mutual agreement is reached. 8.2 Either party preserves the right to unilaterally terminate the contract if: - One party fails to perform their obligation and responsibilities as provided in the contract and the aggrieved party give the other an official written notice which regards the breach of contract. The offending party must compensate an amount equivalent to one (01) month Subscribing Fee. - During the period of the contract, in the event that one party wants to terminate the contract without giving any reason, a three-months prior written notice must be made to the other party, in such case, no penalty should be made. - Party A has the right to interrupt the connection to Subscriber and informs party B of force majeure as: Natural calamity, fire, thunder, coincidence of frequency or other unrepairable technical problem that effect to the alarm monitoring centre, at the same time, Party A tries to remedy as soon as possible. In such case, Party A has no responsibility on any damage or expenses happens to party B and Party B shall not settle monthly Subscribing Fee. - During interrupting of the connection, the Alarm Monitoring Center could not be repaired thereof Party A demands to terminate the contract and gives written notice to Party B. In such case Party A shall not compensate any fee to Party B. 8.3 Before terminating the contract, the two parties have to settle eventually all pending terms, duties and obligations generated by this contract. ARTICLE 09: RESOLUTION OF DISPUTE. 9.1 All disputes (if any) shall be settled by discussion and mutual agreement. In case no settlement is reached, the dispute shall be referred to the economic court of Ho Chi Minh City People s Court for resolution 9.2 Any expenses related to legal proceedings and others are paid by losing party in the court except for other negotiation. Alarm Monitoring Contract Page 6 of 7

7 ARTICLE 10: SCOPE OF APPLICATION - All the terms and articles stipulated in this contract is solely applicable to Security Services supplied or maintained by T&T Co., Ltd. ARTICLE 11: GOVERNING LAW. This contract shall be governed and interpreted under the law of the Social Republic of Vietnam. The contract is made into four (04) original copies, two (02) copies in English and two (02) copies in Vietnamese with the same validity. Each Party keeps one in English and one in Vietnamese. If any contradiction arises between English and Vietnamese copies, the Vietnamese will be the version referred to. ON BEHALF OF PARTY A ON BEHALF OF PARTY B BUI XUAN BAC Alarm Monitoring Contract Page 7 of 7