EC SECURITY SERVICES CC (Reg. No. 1997/10532/23) ( ECSS ) and ( CLIENT )

Transcription

1 CONTRACT OF SERVICE EC SECURITY SERVICES CC (Reg. No. 1997/10532/23) ( ECSS ) and ( CLIENT ) ADDRESS OF SERVICE: REPRESENTED BY:

2 1. INTERPRETATION 1.1 In this agreement, unless required or indicated by the contract, the singular shall include the plural and vice versa, the masculine gender shall include all other genders and vice versa. 1.2 ECSS shall mean EC Security Services and CLIENT shall mean the client. 1.3 Services shall mean the rendering of Security Services by ECSS in accordance with the Annexure hereto relating specifically to the providing of security service. 1.4 All Annexures to this Agreement shall be deemed included in the body of this Agreement. 1.5 The effective date shall mean. 1.6 The headings to the paragraphs of the conditions are included for reference purposes only and shall not conclusively affect or govern the interpretation or construction of this AGREEMENT. 1.7 Confirmation of Authorization is hereby authorized by CLIENT in term of a resolution passed authorizing him to act on behalf of CLIENT in the entering into and signing of this agreement for the duration thereof with ECSS. 2. DURATION AND TERMINATION (MONTH TO MONTH) 2.1 This Contract Agreement shall commence on and shall continue for an initial term of 2 (two) years and shall automatically be renewed for periods of 2 (two) years, unless and until terminated by either party giving to the other not less than 1 (one) months prior written notice of termination to expire at the end of the initial term or any subsequent (2) two year periods. 2.2 All equipment, such as CCTV Systems consisting of cameras and equipment, spiked boom barriers, and/ or such equipment required by ECSS in the performance of their obligations, shall, for the duration of the Agreement, remain the exclusive property of ECSS and shall be removed on termination of the agreement from the address of service. CLIENT undertakes to provide ECSS with the address of clients Landlord s details to enable ECSS to inform the landlord of the equipment found at the address of service belonging to ECSS. 2.3 The terms of this Contract shall at all times remain fully operational in the event of any change of ownership, control or possession of the building 3. FEES: ANNEXURE A 4. OBLIGATIONS OF ECSS 4.1 ECSS will take all reasonable steps to ensure that the Security Officials have been trained and registered with PSIRA. ECSS undertakes to: Comply with the CLIENT S security and emergency procedures and regulations, to be provided to ECSS by client, in writing Conform to the reasonable standards and policies of the CLIENT, to be provided to ECSS by client, in writing ECSS undertakes to take every possible precaution in rendering the services to prevent damage or loss sustained through burglary, fire, vandalism, and theft. 4.2 ECSS and its members, employees, contractors or agents will take all reasonable steps and precautions to prevent damage or loss sustained through burglary, fire, vandalism and theft 2 Page

3 but will not be held responsible if such damage or loss cannot be prevented in circumstances out of the control of ECSS unless ECSS, its members, employees, contractors or agents are grossly negligent. 4.3 ECSS shall hold the CLIENT responsible for any vandalisation or damage to the installed equipment and the CLIENT will be invoiced for the repairs. 4.4 Any damage to cabling due to the CLIENTS negligence will also be charged for. 4.5 Notwithstanding anything to the contrary herein contained, the nature and scope of the obligations of ECSS in terms hereof will be limited to the specific services as set out in this agreement. 5. OBLIGATIONS OF THE CLIENT 5.1 The CLIENT shall nominate a responsible person and shall furnish his name and telephone number to ECSS for emergency purposes. 5.2 The CLIENT undertakes to co-operate fully with and reasonably assist ECSS in the investigation of any matter pertaining to any claim made or proceedings brought against ECSS or its Members, employees, contractors or agents arising out of this Agreement; 5.3 The CLIENT shall not during the currency of this Agreement and for a period of 12 months thereafter directly or indirectly, be involved in the employment of any employees of ECSS unless such person has been out of the employ of ECSS for a period of not less than 6 months Should the CLIENT be in breach of the aforesaid provisions it undertakes to pay ECSS an amount equal to 25 % of the annual gross salary of the employee concerned. The CLIENT acknowledges such amount to be a genuine pre-estimate of the damages suffered by ECSS in consequence of such breach. 5.4 The CLIENT shall provide a room or gatehouse on its premises where the Security Officials can attend to administrative functions relating to the services provided by ECSS in terms of the AGREEMENT. The CLIENT shall also provide toilet facilities for the use by the Security Officials. 5.5 The CLIENT undertakes and will be obligated to provide a telephone and/ or other means of communication as mutually agreed upon in writing for the use of the Security Officials supplied by ECSS to enable them to report to the Police, Fire Brigade or the central offices of ECSS at any time of the day or night. 5.6 The CLIENT hereby furnishes ECSS, its personnel and agents with authority in terms of Section 42 (3) of the Criminal Procedure Act No. 61 of 1977, to arrest any person/s found committing any offence or suspected of committing on or in respect of the CLIENT S premises or any part thereof. 5.7 The CLIENT hereby indemnifies and holds ECSS, its servants and/or agents harmless against any claim of whatsoever nature and howsoever arising, either in contract or delict which may be brought against ECSS, its personnel and/or agents by any third party provided that such actions giving rise to the claim are not due to the gross negligence of the said personnel or agents. 5.8 Because the possibility of the CLIENT leaving equipment that it owns outside the secured building, it will be necessary for the CLIENT to insure the equipment against theft, damage and adverse weather conditions. The CLIENT therefore undertakes to insure the equipment against the above. 6. REMUNERATION 6.1 The terms of payment are strictly net and the fees and other charges shall be paid free of bank exchange, without any deduction or set-off on presentation of invoice. 3 Page

4 6.2 Unless otherwise agreed to by the parties, the monthly fees payable by the CLIENT to ECSS shall increase at the rate of 10% (ten percent) on the first day of September of every year as stipulated in Annexure A. Annual increase effective 1 September. 6.3 The CLIENT shall not be entitled by reason of any claim or complaint which it may have against ECSS in terms of this Agreement, or otherwise, to defer or withhold or refuse payment of any monies payable to ECSS under this Agreement, nor shall the CLIENT be entitled to raise as a defence to any claim which ECSS may bring against it, any right of set-off or counterclaim which it may have against ECSS. 6.4 In the event of the CLIENT failing to pay ECSS on due date any amounts which are due in terms of this agreement, or committing any other breach of this agreement of whatsoever nature, and if, as a result, ECSS instructs an attorney to make demand or to institute legal action against the CLIENT, the CLIENT will be obligated to pay on demand to ECSS all legal costs occasioned thereby on the applicable scale as between the Attorney and CLIENT. 7. BREACH 7.1 The CLIENT acknowledges that the contract pertains to services offered to different branches. Should a breach occur at one of the CLIENT S branches, it shall notify the Management of ECSS in writing of such breach, setting out the specific nature thereof. Should ECSS fail to rectify such breach to the CLIENT S reasonable satisfaction within a period of 14 (fourteen) business days after receipt of such notice (or, should it not be possible due to factors outside ECSS control to rectify such breach within such period of 14 (fourteen) business days, then such additional period as may reasonably be required for the rectification of such breach) then the CLIENT shall be entitled to cancel the service Agreement for that specific branch subject to one calendar month s notice of its intention to do so. The Agreement pertaining to services offered at different branches if the CLIENT shall continue for the duration of the contract. 7.2 The CLIENT shall not be entitled to summarily cancel this Agreement in the event of the services being interrupted or temporarily suspended by reason of any Labour dispute, whether lawful or unlawful, stay-aways, and civil unrest, local or national disaster. In the event of such an occurrence, the fees payable to ECSS will be reduced pro rata relative to the period of suspension or interruption. However, a contingency plan will be put in place to facilitate the delivery of services during such times. 7.3 Notwithstanding the provisions of clause 7.2 above, should any interruption or temporary suspension endure for 20 (twenty) consecutive business days, then either party hereto may cancel this agreement on 24 (twenty four) hours prior written notice thereof to the other of them. 7.4 It will be deemed a material breach if either party fails to pay the other any money payable to it in terms of the agreement. 7.5 In the event of the CLIENT being in breach of any of the terms or the conditions of this agreement and failing to remedy such breach within 14 (fourteen) business days after receiving written notice by ECSS calling upon the CLIENT to remedy such breach, then ECSS may, without prejudice to any other rights it may have in terms of this agreement or which are available either at common or statutory law: Cancel this agreement and institute an action for damages which it may have suffered as a result of the said breach, provided that the right to cancel the agreement shall be limited to those instances where the breach is material; or Alternatively to require specific performance in terms of the condition or term, which was breached and claim any damages suffered In so far as the services to be provided by ECSS to the client are to be provided in respect of various properties, the parties agree that, should ECSS commit any breach of the terms of this agreement, which is of a material nature and which would allow client to cancel this agreement, such cancellation will have effect only on the particular property in respect of which the breach was committed by ECSS. In such 4 Page

5 an event the agreement between the parties in respect of the remainder of the properties which form the subject matter of this agreement will remain unaffected by such cancellation. 8. CESSION OF RIGHTS The Client shall not be entitled to pledge, cede, make over, or assign its rights and / or obligations in terms of this Agreement voluntarily or involuntarily unless ECSS s prior written consent has been obtained thereto. 9. NOTICE AND DOMICILIUM The parties choose the following addresses to serve as their respective domicilium citandi et executandi, (Physical address where all notices and processes of court will be delivered and served) for all purposes of this Agreement. Either party may change such address to another address within the Republic of South Africa by notifying the other party accordingly. THE CLIENT at ECSS at EC Security Services 20 Saffraan Avenue Weltevredenpark INDULGENCES No indulgence which either party may show the other shall in any way prejudice such party s rights or be construed as a waiver thereof. 11. VARIATIONS 12. LAW No addition or amendment of this Agreement shall be binding on the parties hereto unless it is reduced to writing and signed by both the parties For purpose of all or any proceedings arising from this agreement or cancellation thereof the parties hereby consent to the jurisdiction of the Magistrate's Court Roodepoort, notwithstanding that such proceedings are otherwise beyond its jurisdiction. This clause shall be deemed to constitute the required written consent conferring jurisdiction upon the said Court pursuant to Section 45 of the Magistrate's Court Act of 1944, as amended This AGREEMENT shall be governed by the prevailing laws of the Republic of South Africa. 13. LIMITATION OF LIABILITY OF ECSS 13.1 ECSS confirms that it is insured against claims that might be instituted against it by the client A copy of the insurance contract setting out the types of claims covered and the limitation of each such claim is attached hereto. 5 Page

6 13.3 It is agreed between the parties that any claim that might arise against ECSS by the client shall be reported in writing to ECSS within 30 [THIRTY] days of the incident which gives rise to the claim It is further agreed between the parties or cancellation thereof that any claim instituted against ECSS for any reason whatsoever, in terms of this agreement, shall be limited to the amount paid out by the insurer of ECSS pursuant to the lodgment of such claim or the institution of any such action. 14. SUBSTITUTION 14.1 This agreement will be binding on the CLIENT S successors and/or assigns as if included herein. Such provision will apply notwithstanding; 15. INSTRUCTIONS any change in the Directors, shareholders or members of the CLIENT or of any such person s shareholding or interest in the CLIENT; and any merger by the CLIENT with any other business, partnership, company, or closed corporation. Whilst Security Officials supplied by ECSS are on the premises of the CLIENT, the CLIENT shall be entitled to give reasonable instructions to them, which instructions must be reduced to writing, but will not be entitled to institute disciplinary proceedings against them nor dismiss them nor demand that they leave the premises. The CLIENT must give the ECSS reasonable notice in writing of any request for such removal or demand that certain Security Officials must leave the premises, which request must contain the reason therefor. It is ECSS obligation to follow the disciplinary procedures should any complaint be received. 16. TERMS AND CONDITIONS 16.1 The CLIENT is responsible for arranging adequate guarding personnel if the premises are too large for thee allocated complement to uphold. Failure to do so could result in insufficient security measures and ECSS cannot be held liable The CLIENT undertakes to test the alarm system at least every 30 days to ensure that the alarm system is in good working order at all times and proper documentation must be kept to confirm these tests Technicians will strictly only work under supervision of clients during installation of the security system. 17. GENERAL 17.1 The CLIENT hereby warrants that it knows of nothing, which will in any way complicate or renders more difficult or dangerous the security service to be rendered by ECSS under this AGREEMENT The CLIENT undertakes, promises, and agrees that it shall from time to time instruct its employees and request any other persons in the security areas, that all cash, documents, jewellery, motor vehicle keys, and other valuable / sensitive / documents be kept in a place of safe custody, and should the foregoing not be safely secured and there is no proof that ECSS has been negligent and that there was no non compliance by ECSS in the performance of its obligation, then no right of recourse whatsoever shall accrue against ECSS as result of any theft, loss, damage to such items/ articles. If the theft, loss, damage to such items/ articles is as the result of negligence on the part of the CLIENT and ECSS then such loss will be allocated proportionately to the degree of fault of each party This Agreement constitutes the entire contract between the parties. 6 Page

7 There were no prior representations, notices, announcements, guarantees, or warranties, irrespective of whether verbal or in writing, which induced this Agreement, save as contained herein. SIGNED at on this the day of 2013 For: EC SECURITY SERVICES (who declared that he is authorized to do so) SIGNED at on this the day of 2013 For: (who declared that he is authorized to do so) 7 Page

8 ANNEXURE A DESCRIPTION QTY RATE AMOUNT 8 Page