Terms and Conditions
This document tells you, our customer, the terms and conditions (“Terms”) on which Gallagher Group Limited (“we”, “our”, “us”) will supply the Products and Services to you.
Please read these Terms carefully. By accepting and/or using the Products or Services, you agree to be bound by these Terms (including any of our policies stated in these Terms or otherwise set out on www.smb.security.gallagher.com).
1. Our Agreement
1.1 By accepting and using the Products and Services at your Site, you are agreeing to receive our Services for an ongoing period until cancelled by you or by us as set out in these Terms. You acknowledge and warrant that you have the power and authority to enter into a binding contract with us.
1.2 The Products and Services will be provided to you on and from the date that your Hardware has been installed and activated by the Installer (which is typically on the date of its installation) (the “Start Date”).
1.3 Either of us may cancel these Terms at any time after the Start Date by providing at least 1 month’s written notice to the other. If you stop paying the Subscription Fees for any reason (including where there is payment failure due to insufficient funds, incorrect or outdated payment information or transaction disputes), we may cease to provide the Products and Services to you. For more information on cancellation of these Terms, please refer to our Cancellation Policy available here.
2. Our Services and Products
2.1 We will provide you with the Services and Products as set out in these Terms. The Services and Products to be provided by us are those selected by you and described in further detail at our website www.smb.security.gallagher.com.
2.2 We may vary the Products and scope of Services from time to time and will provide you with at least 1 month’s notice of any material changes (which may include notification through the Gallagher Security Application).
2.3 We may offer you upgrades, enhancements, new services or other options relating to the Products or Services from time to time. An additional charge may apply.
2.4 You acknowledge that we will not be required to provide the Products or Services to you during the time and to the extent that our performance is prevented due to:
- Scheduled maintenance or service upgrades undertaken by us in relation to the Products or Services.
- Problems with any third-party equipment, software or material used in the provision of the Products or Services, including any problems with internet or cellular connectivity.
- Other products licensed to or managed or owned by you (including the Hardware, except where due to a breach of our Hardware warranty set out in these Terms).
- Acts or omissions of you, or a failure by you to comply with these Terms.
- A Force Majeure Event.
2.5 You agree that we will own the Products and all of the software and other products used for the provision of the Services (other than the Hardware).
3. Your Hardware
3.1 You will be responsible to engage an Installer to supply, deliver and install the Hardware at your Site. Gallagher will not be responsible for such installation or for any acts or omissions of your selected Installer.
3.2 Please note that the Services that we provide under these Terms do not include any fixes required to the Hardware, other than as set out in our Hardware warranty in clause 9.
4. Your Obligations
4.1 You agree that you will only access and use the Products and Services in accordance with these Terms, all applicable laws, and solely for the purpose of operating your business at the Site.
4.2 To receive the Products and Services, you must (at your cost):
- Provide us and our contractors and personnel with full and unhindered 24/7 access to your Site.
- Ensure the Hardware has been supplied and installed at the Site and you have access to other equipment as required;
- Ensure there is adequate electricity, adequate communications facilities (including internet connectivity), and lighting of work areas at the Site.
- Ensure that you have procured any licences, authorisations, and consents required (which may include consent of the Site owner where you are leasing the Site).
- Provide assistance and information as reasonably required by us to perform our obligations under these Terms.
4.3 Please take care when providing information to us. We will be acting in reliance on the information you provide. You will be responsible for our costs and expenses arising from any error or omission in any information you supply to us or approve (including any costs arising from any changes required to the Products or Services).
4.4 You must comply with our policies relating to the Products and Services, including our password policy available on our website.
4.5 You will be responsible for all use and activities that occur on the Gallagher Security Application, regardless of whether such activities are authorised or otherwise actioned by you, your Authorised Representative, your employees, contractors or other third-party users. You must notify us immediately if you become aware of any unauthorised use of any password or account or any other known or suspected breach of security regarding the use of the Gallagher Security Application.
4.6 You agree that you will not:
- attempt, in any manner, to obtain the password, account, credentials or other security information from any other user and you must keep your account secure and not take any action that may impact the security of another else’s account;
- disrupt, interfere with, violate the security of, or attempt to gain unauthorised access to the Products or Services or any related equipment or circumvent or attempt to circumvent any technological measure implemented to protect the Services and Products;
- upload, transmit, distribute or run any computer virus, worm, Trojan horse or any computer code that could damage or alter any system, device or property used in connection with the Products or Services;
- run any form of auto-responder or “spam” on the Services; or
- attach or connect any third party or otherwise unauthorised equipment to the Products or Hardware provided by us or the Installer.
4.7 You must immediately notify us if you or your personnel become aware of any loss, destruction or damage to any of the Hardware or any hazards or risks that may impact our ability to provide the Products or Services.
4.8 Please note that if your usage of the Products or Services materially exceeds our estimated use patterns over any month or is inconsistent with normal usage patterns, then we may consider that your usage is excessive and/or unreasonable. If your usage is excessive and/or unreasonable, we may contact you to request that you stop or alter your usage. If your excessive and/or unreasonable usage continues for more than 14 days after receipt of our request to stop or alter such usage, we may:
- Apply additional Subscription Fees to your account for the excessive and/or unreasonable use.
- Suspend, modify or restrict your use of the Products or Services.
- Cease providing the Products or Services to you.
5. Access to Your Site
5.1 As part of your obligation to provide access to your Site:
- You warrant that your Site is safe and free from harmful materials and substances, any environmental matters or issues, and any other materials that may be harmful to our contractors and/or personnel.
- You must provide us with your reasonable security, health and safety or other relevant policies or procedures relating to your Site and, when accessing the Site, we will aim to comply with those notified policies and procedures.
- You must immediately contact us in writing (and provide relevant details) if you become aware of any hazard or risk relating to your Site, or any notifiable incident or notifiable event which occurs at your Site (including any significant “near miss”, emergency or incident involving injury or potential injury to any person). This obligation does not apply where the incident is a Security Incident.
- Where the Services are to be provided outside your normal business hours, you are required to supply us with current keys and any access cards needed for us to provide the Services.
5.2 If we are on your Site and become aware of a security issue that may impact you or your Site and cannot contact your Authorised Representative for instructions, you agree that we can, at your cost, take reasonable steps to protect the integrity, safety and security of your Site, property and personnel.
6. Your Fees
6.1 You will be responsible to pay ongoing monthly Subscription Fee(s) to us or to the Installer. The Subscription Fee(s) will be as set out in the quote provided to you by the Installer.
6.2 You can request changes to any Products or Services at any time (provided that you at all times are subscribed to our minimum services package as set out here), and we will notify you if we can provide the changes and the Subscription Fees that will apply.
6.3 From time to time we may need to change the Subscription Fees. We will provide you at least 1 month’s notice before the change takes effect (which may include notification through the Gallagher Security Application). You do not need to do anything to accept the change in the Subscription Fees.
7. Your Payment
7.1 The Subscription Fees must be paid by you on a monthly basis or as otherwise notified to you in writing.
7.2 Where the Subscription Fees are payable to us, you may elect to pay by credit card, direct debit or by bank transfer on invoice. If:
- you elect to pay by invoice, we will provide invoices for the Subscription Fees to your nominated billing contact with payment details and you must pay within 30 days of the date of the invoice; or
- you elect to pay by direct debit, we will debit the Subscription Fee from the agreed account and you authorise us to charge your account for the Subscription Fee until these Terms and Conditions are cancelled. You will be responsible to ensure that we have valid and updated account information at all times and must ensure that sufficient funds are available at the time of payment processing;
- or you elect to pay by credit card, you authorise us (or our agent) to charge your credit card for the Subscription Fees until these Terms and Conditions are cancelled. You will be responsible to ensure that we have valid and updated credit card information at all times and must ensure that sufficient funds are available at the time of payment processing.
Where the Subscription Fees are payable directly to the Installer, your payment will be as required under your agreement with the Installer.
7.3 You may not set off or deduct any amount from any payment payable by you under these Terms and Conditions.
7.4 If you fail to pay any Subscription Fees that are due and payable under these Terms and Conditions (whether to us or direct to the Installer):
We may pursue and attempt to collect any outstanding amounts, and your name, contact information and other relevant information may be referred to an external debt collection agency. You will be liable for any fees or charges incurred as a result of this referral.
A late payment fee may apply.
We may exercise any of our other rights and remedies in relation to the failure to pay, including the right to repossess any products we own, or suspend and/or cancel the Products and Services. We will not be responsible for any charges you incur as a result of out of date payment information. If we incur an expense due to incorrect payment information provided by you, we reserve the right to seek reimbursement from you for such expense.
8. Use of Information
8.2 You must immediately notify us if you receive any complaint, notice or communication about your compliance with the Privacy Laws in relation to the Products or Services, or if you become aware of any breach of the Privacy Laws in relation to these Terms.
8.3 We will own all Security Information arising from or in connection with the Products or Services provided to you (other than Personal Information and the Camera Recordings).
8.4 You will own all Camera Recordings arising from or in connection with the Products or Services provided to you. You acknowledge and agree that we can receive and use the Camera Recordings as needed for the purposes of providing the Products and Services, for testing and diagnostics purposes, and for product development and enhancement. You agree that we may disclose the Camera Recordings to our contractors as set out in clause 8.6 and we can retain a copy of the Camera Recordings for our record keeping purposes.
8.5 We will provide a copy of the Security Information to you as part of the Services. We do not provide any warranty or representation regarding the Security Information or the Camera Recordings and will provide the Security Information and Camera Recordings to you on an “as is” basis only.
8.6 We may provide a copy of the Security Information and Camera Recordings to our contractors and personnel as we think necessary, including for installation, configuration and repair purposes and for training and development purposes.
8.7 As part of your use of the App and the Services, you acknowledge that ancillary information relating to your use of the Products and Services (which is not personal information) may be collected, used and stored by us, the Installer and other subcontractors.
9.1 Our warranty policy is available here.
9.2 To the extent permitted by law and except as expressly provided in clause 9.1, we exclude all implied or other warranties. Where we are liable for a breach of a warranty that cannot be excluded, our liability in relation to that breach will be limited to refunding the amount paid for the defective Product or Service. In particular, we do not guarantee that:
- the Hardware, Products or Services will be error-free or uninterrupted. You acknowledge that we do not control the transfer of data over communications facilities, including the internet, and that the Hardware, Products and Services may be subject to limitations, delays, and other problems (including security risks) inherent in the use of such communications facilities;
- we will respond to any Security Incident and attend the Site within any particular timeframe; or
- by using our Hardware, Products or Services, you, your Site and/or your other property will be safe from unlawful entry, loss, damage or injury.
10. Intellectual Property Rights
10.1 We are the owner or the licensee of all Intellectual Property Rights relating to the Hardware, Products and Services.
10.2 We grant you a royalty-free, non-exclusive, non-transferable, revocable license to use the Intellectual Property Rights in the Products and Services solely to the extent required for you to receive the Products and Services in accordance with these Terms.
10.3 All new intellectual property that relates to the Hardware, Products and Services and is developed following the Start Date (including any modification, improvement or other alteration to any Intellectual Property Rights owned by us) will immediately vest in us on and from its creation. Unless otherwise expressly provided in these Terms, you will assign to us upon creation, all right, title and interest in such Intellectual Property Rights.
10.4 You must not at any time:
- Attempt to copy, alter, modify, replicate, or reverse engineer or enhance the Hardware, the Products or any software used for the Services.
- Alter, remove or tamper with any trademark, patent or copyright notices or any confidentiality or proprietary notice, numbers or other means of identification used on or in relation to the Intellectual Property Rights.
- Make any of our Intellectual Property Rights available to any third party (other than your personnel or contractors required to use it for the purposes of receiving the Products or Services).
- Do any act or allow any act to be done that would or might invalidate or be inconsistent with our rights or title in and to the Intellectual Property Rights.
10.5 Subject to our confidentiality obligations set out below, you grant us the right to use all general ideas, concepts, know-how or techniques that are generated in the course of our engagement with you.
11.1 You will be responsible to maintain appropriate insurance policies to cover any unlawful entry, theft, loss, damage or injury at your Site (including damage to the Hardware and any building at the Site).
11.2 You must ensure that each insurance policy is obtained on terms and conditions that are consistent with prudent
risk management practices and you must comply with the terms and conditions of each insurance policy.
11.3 If requested by us, you agree to provide us with a certificate of currency for your insurance policies.
12.1 You will indemnify us, and our employees, agents and contractors in respect of all liabilities, costs and expenses (including full costs between solicitor and client), claims or demands incurred by us or any third party arising from any of your acts or omissions, your negligence, your breach of these Terms, or arising out of or incidental to your use of the Hardware, Products or Services.
13. Limitation of liability
13.1 To the extent permitted by law, our total aggregate liability in connection with these Terms, whether in contract or tort or otherwise, is limited to the lesser of:
- the total Subscription Fees actually paid by you under these Terms in the six-month period immediately preceding the event giving rise to such claim; or
13.2 To the extent permitted by law, under no circumstances will we be liable for any indirect, incidental, special, punitive or consequential damages, including any loss of revenue or profits, data, or data use.
13.3 Notwithstanding any other provision in these Terms, we will in no circumstances have any liability for any wilful, reckless or deliberate acts or omissions of our employees, agents or contractors (including any burglary, theft, arson or wilful damage) arising out of the Services, unless such act or omission could have been prevented by reasonable supervision of such employees, agents or contractors.
13.4 We will not be liable to you unless we receive notice in writing of any claim within 1 month of the occurrence of the event giving rise to the claim.
13.5 You must take reasonable steps to mitigate any claim or loss sustained or incurred as a result of any breach or default of us or our contractors or agents in connection with these Terms.
14. Suspension or Cancellation
14.1 We may suspend the provision of Products or Services to you if you breach these Terms (including if you fail to pay the Subscription Fees).
14.2 Either of us may cancel these Terms by giving written notice to the other with effect from the date specified in the notice if any of the following circumstances occur:
- A party commits a material breach of these Terms and, if it is capable of remedy, does not remedy that breach within 30 days of receiving written notice from the other party.
- A party is subject to an insolvency, liquidation, receivership or bankruptcy proceedings;
- You are no longer in legal possession of the Site (including by virtue of the sale, lease, sub-lease, termination of lease, assignment or other disposal of the Site).
14.3 On cancellation:
- For any reason other than a breach by us or cancellation by us under clause 1.3, you will promptly pay us the Cancellation Charge (if any).
- You will pay all Subscription Fees due and payable.
- If requested by you in writing, we will remove the Hardware from the Site and in such circumstances:
- you must pay our out of pocket costs and expenses relating to such removal;
- you will grant us access to the Site for a period of 90 days from the date of your request; and
- on and from removal, we will own the Hardware (but will not be required to pay or reimburse you for the Hardware unless we agree with you otherwise).
- Other than as set out above, we have no obligation to remove the Hardware from the Site or reinstate the Site (whether or not we remove the Hardware).
14.4 The cancellation of these Terms for any reason will not affect any rights which accrued before cancellation or which otherwise relate to or may arise at any future time from any breach under these Terms prior to cancellation.
15.1 You must not use, disclose or reproduce these Terms or any of our Confidential Information, except as required to exercise your rights or perform your obligations in these Terms or with our prior written consent.
15.2 We will not disclose your Confidential Information except as required to exercise our rights or perform our obligations under these Terms, and we may disclose such information to our contractors, employees, consultants and professional advisers where necessary for the purposes of these Terms.
15.3 The confidentiality obligations in this clause do not apply to the extent:
- The information is required to be disclosed by law or court order.
- Such information is in or becomes part of the public domain (other than as a result of a breach of these confidentiality obligations).
- The information can be shown to have been known to the other party prior to it being disclosed or subsequently comes lawfully into the possession of the party from a third party.
15.4 On our request, you must immediately provide to us or, to the extent reasonably practicable, destroy or delete all materials containing or referring to our Confidential Information in your possession, power or control, except to the extent you require the information to meet your legal record keeping requirements.
16.1 Our business is located in New Zealand. If you need to contact us about the Products or Services, our contact details are 0800 654 256 and www.smb.security.gallagher.com.
16.2 You must provide, and keep updated, the contact details for your Authorised Representative. Your Authorised Representative has full authority to bind you in all matters connected with these Terms.
16.3 Any notice or communication to be given under these Terms must be in writing and may be served personally or sent by registered mail or by email to the addresses as notified in writing from time to time. We may also provide notice to you through the Gallagher Security Application.
16.4 You consent to us and any credit rating agency making enquiries of and obtaining any information about your financial standing or creditworthiness. If we are concerned about your financial standing or creditworthiness at any time, we can require that you provide a guarantor to guarantee the performance of your obligations under these Terms. If you fail to provide a guarantor on request by us, we may elect to cancel these Terms by 14 days’ prior written notice to you.
16.5 You may not assign, novate, subcontract, transfer or otherwise dispose of any of your rights and obligations under these Terms without our prior written consent (at our sole discretion).
16.6 We may update these Terms and our applicable policies from time to time. We will provide you with written notice of any material update to these Terms and, if you do not agree to the update, you may cancel these Terms with 1 month’s prior written notice to us.
16.7 You agree that no part of the Products or Services (or information obtained through the use of the Products or Services) is being acquired for, shipped, transferred or re-exported, directly or indirectly, to any other country.
16.8 Our failure to enforce any provision of these Terms will not waive our right to enforce any such provision.
16.9 Clauses 2.5, 7, 8.3, 8.4, 9, 10, 12, 13, 14, 15 and 16.11 will survive the termination of these Terms.
16.10 These Terms contain the full and complete agreement of the parties with respect to the subject matter and, except as otherwise provided, supersedes all prior negotiations, commitments, writings, agreements, and understandings between the parties.
16.11 These Terms will be governed by the laws of New Zealand and the parties submit to the exclusive jurisdiction of the courts of New Zealand.
17.1 In these Terms:
‘Authorised Representative’ means the person you identify as your key contact to us, as may be updated from time to time.
‘Camera Recordings’ means the visual and audio recording captured on the Products at your Site.
‘Cancellation Charge’ means the amount (if any) payable as set out in the Cancellation Policy (available here).
'Confidential Information' means any and all information, regardless of how the information is stored or delivered, exchanged between you and us relating to these Terms. For the avoidance of doubt, the Security Information (other than the Camera Recordings or Personal Information) and these Terms are our Confidential Information. The Camera Recordings are your Confidential Information.
‘Force Majeure Event’ means an event outside the reasonable control of a party, including emergency or cybersecurity incidents (other than Security Incidents).
‘Gallagher Security Application’ means the mobile application that we provide to you as part of the Services.
‘Hardware’ means the physical equipment installed at your Site which forms part of ‘Gallagher Security’ (including any third-party hardware).
‘Installer’ means the installer of Hardware engaged by you.
‘Intellectual Property Rights' means all intellectual property rights, including current and future registered and unregistered rights, in respect of copyright, designs, circuit layouts, trade marks, trade secrets, software applications, websites, patents, inventions, discoveries, know-how, confidential information and all other intellectual property rights and equivalent or similar forms of protection existing anywhere in the world.
‘Ongoing Services’ means the regular and continuous services charged as part of your subscription which may include access to mobile applications, incident management, cellular communication backup service, guard call-out service and other services as may be added from time to time.
‘Personal Information’ has the meaning given to that term in the Privacy Act 1993.
‘Privacy Laws’ means the Privacy Act 1993 and includes all other related laws.
‘Products’ means all products supplied by us as part of these Terms which enables ‘Gallagher Security’ to be installed, serviced and used by you, including the Gallagher Security Application (but excluding the Hardware).
‘Security Information’ means all information transmitted to and from us through the Products and software used as part of the Services.
‘Security Incident’ means any security incident at the Site notified through the Products and Services.
'Services’ means all services provided by us, including the Ongoing Services and all other services provided, as set out in clause 2.1 and as may be updated or varied from time to time.
‘Site’ means the physical location for the Services and includes any building on the site.
‘Start Date’ has the meaning given to that term in clause 1.2. ‘Subscription Fee’ means the fee payable for the Ongoing Services as set out in the quote from the Installer, as may be updated or varied from time to time.
'Trademarks' means the trademarks (whether registered or unregistered), logos, brands owned by us, our parent companies or any subsidiaries, divisions or associated companies.
17.2 In these Terms:
- Clause and other headings are for ease of reference only and do not affect interpretation.
- Including does not imply any limitations.
- A reference to legislation includes any amendment, re-enactment, consolidation or substitution of that legislation.
- Any reference to “approval”, “consent”, “authorisation” or any other similar terms means our approval, consent or authorisation acting in our sole and absolute discretion.
- To the extent of any inconsistency, the terms and conditions set out in these Terms will take precedence over any policies, or any other agreement entered into between us relating to the Services (unless expressly agreed otherwise).