1. 1.1 Terms and conditions of this Agreement

Marshall Security wishes to provide and the Client wishes to make use of, one or more of

the services, specified in the Service Schedule;

2. Brief description of services

2.1 Armed response only

The dispatch of an armed response officer to investigate a bona fide call that was brought to

the attention of the Emergency Dispatch Centre.

2.2 Monitoring only

The monitoring of security devices by the Marshall Security Emergency Dispatch Centre.

2.3 Monitoring and armed response

The monitoring of security devices by the Marshall Security Emergency Dispatch Centre and

the dispatch of an armed response officer to investigate a bona fide call.

2.4 SMS

Upon the receipt by Marshall Security of a signal from the Client’s equipment, a message

will be sent to the Client’s cellphone via the Client’s specified network. This service is

network dependent. Should more than 40 SMS’s per month be sent, an additional fee will

be charged.

2.5 Panic system

The monitoring of a panic system and dispatch of an armed reponse officer to investigate a

bona fide call.

2.6 Maintenance plan

2.6.1 Marshall Security will maintain the equipment and/or communication link equipment and

antenna for the full duration of this agreement only if this service option is selected by the

client;

2.6.2 This cover is limited to a maximum of 6 service calls per annum for the repairs or the

replacement of defective equipment or workmanship necessitated by fair wear and tear. At

the sole and absolute discretion of Marshall Security. Any component replaced will become

the property of Marshall Security. Travelling expenses are included and are limited to a 20

(twenty) km radius from Marshall Security’s offices;

2.6.3 Marshall Security will only attend to such repairs or replacement of the equipment and/or

communication link and antenna and the Client will under no circumstances be covered for

maintaining any other security equipment including but not limited to CCTV and electric

fencing;

2.6.4 Any of the aforesaid repairs or replacements will be effected by Marshall Security during

normal business hours. In the event of any such work being undertaken outside the normal

business hours, the Client will be responsible for payment of all additional costs, at Marshall

Security’s normal charge;

2.6.5 Only systems that are fully functional and have been correctly maintained are eligible for

cover;

2.6.6 Marshall Security reserves the right to inspect any equipment prior to acceptance of the

maintenance plan;

2.6.7 Marshall Security accepts no responsibility for being unable to acquire components required

to effect any repair. In such an event, Marshall Security will offer to replace or upgrade such

a component and such cost will be for the Client’s account;

2.6.8 The maximum aggregate equipment cost in any 12 (twelve) month rolling period may not

exceed R2,500.00 (Two Thousand Five Hundred Rand) per annum. Any amount in excess of

this amount will be for the Client’s account;

2.6.9 The following are excluded from the maintenance plan cover:

2.6.9.1 user error service calls;

2.6.9.2 batteries contained in all wireless auxiliary equipment such as panic buttons and wireless

devices;

2.6.9.3 program changes requested by the Client;

2.6.9.4 equipment that is, at the sole discretion of Marshall Security’s substandard or older than 5

(five) years;

2.6.9.5 any defect, damage or fault which, at the sole discretion of Marshall Security existed prior to

the commencement date.

2.6.9.6 Should the Client or any service provider other than Marshall Security have worked on any

part of the equipment or communication link, Marshall Security will no longer be liable to

maintain the system.

2.7 Electric fence monitoring

The monitoring of the Client’s electric fence upon activation thereof.

2.8 Security officer monitoring

The monitoring of security officers by way of electronic equipment and signals.

2.9 Open / Close monitoring

The monitoring of specified signals generated by the equipment indicating each occasion

the equipment has been armed or disarmed.

2.10 Phone-in response

The dispatch of an armed response officer to investigate a bona fide call received by the

Marshall Security Emergency Dispatch Centre by means of a telephone call.

2.11 Rendezvous service

A rendezvous service is only available to Clients making use of monitoring and armed

response services as specified in this clause 2.3. To assist Clients to get safely into their

homes and businesses. The limited service is subject to the availability of response

personnel as dispatch to alarms and emergency situations will receive priority.

This service is limited to 2 (two) rendezvous per month.

2.12 ANPR Camera Monitoring

A service whereby Marshall Security uses automated numberplate recognition enabled

cameras to scan the numberplates of passing vehicles and compare them to our own

internal database as well as such external database to which we have access to flag

suspicious and wanted vehicles.

2.13 CCTV Alarm Verification

Remote alarm verification is a service where Marshall Security would receive and view

CCTV video footage in its Emergency Dispatch Centre after an alarm is triggered and

respond as set out hereunder:

2.13.1 That Marshall Security will monitor the CCTV footage as received and will verify, in Marshall

Security Emergency Dispatch Centre controller’s sole discretion if there is a suspect or

suspicious activity that is visible. If so, Marshall Security will either dispatch an armed

response officer to the scene, should the Client have elected to have an armed response

service, alternatively attempt to contact the keyholder should the Client have elected the

monitoring only function.

2.13.2 Note: Marshall Security is reliant on third party network service providers for the

transmission of the data to our Emergency Dispatch Centre and cannot control interruptions

or delays in such services. It is the Client’s responsibility to ensure that the necessary CCTV

and other equipment is installed and correctly maintained, and that power is provided to

these cameras as should no power be provided, for example during loadshedding, the

service cannot be provided. The Client would also need to ensure that there is sufficient

high-speed connection to the internet to transfer the necessary data.

2.13.3 The Client further acknowledges that Marshall Security will only view the footage on

triggering of an alarm to try and establish what caused the alarm to trigger and that Marshall

Security will not monitor the cameras on a 24/7 basis, nor would the footage be recorded

to Marshall Security’s Emergency Dispatch Centre on a 24 hour basis, but would be stored

on the digital video recorder which is based on the Client’s site.

2.13.4 That as the cameras are only able to capture images within their specific area of coverage

and that coverage would only be transmitted to ourselves in the event of an alarm activation,

the effectiveness of the services is entirely dependent on the number of cameras, the quality

and position of these cameras, and the alarm sensors installed at the Client’s premises.

2.13.5 Should in the Marshall Security Emergency Dispatch Centre controller’s sole discretion no

suspects or suspicious activity be visible, they will cancel the armed response officer from

attending.

2.14 Monitoring of Community Artificial Intelligence (AI) Cameras

This is where a Client has agreed to participate in a community project where one or more

cameras are installed at various locations in the community and are monitored by Marshall

Security.

2.14.1 Note: These cameras are not monitored on a 24 hour basis, but are monitored when the

alarm is triggered based on the perimeter/s programmed into the camera, such as

movement in certain areas or lines crossed or the time of day when there is movement and

where the computer system identifying a human versus some other form of trigger.

2.14.2 Note: The cameras are not recorded on a 24 hour basis in the Marshall Security Emergency

Dispatch Centre, but the information is stored on the digital video recorder on site. Marshall

Security will monitor these cameras and, if in the Marshall Security Emergency Dispatch

Centre controller’s sole discretion, we believe it displays a suspicious activity and in the

event that the contract includes a response service, dispatch an armed response vehicle

to investigate and should a response service not be included in the contract, then contact the

necessary keyholder.

2.14.3 Note further: The cost of setting up the camera infrastructure has been factored into the

pricing, escalation percentage as well as contract term (hence the longer period which the

Client acknowledges is in their financial benefit as it allows the cost to be spread over a

longer period). As a result, in the event of an early termination, penalties as set out in the

agreement will apply.

3. Start date

3.1 For new systems the start date will be the date that Marshall Security completes the

installation. For existing systems the start date would be the date Marshall Security installs

its communication link or alternatively reprograms the alarm to make contact with Marshall

Security’s Emergency Dispatch Centre.

3.2 Installation of the system: Marshall Security shall provide the Services on the terms and

subject to the conditions of this Agreement from the Start Date.

4. Installation of the system

4.1 Marshall Security may have to draw on and/or drill into the ceiling, floors, walls and other

areas on the Premises in order to install the System and we shall not be liable for any

damage caused in doing so, no structural work or the chasing of walls will be undertaken.

It is also agreed that any repairs necessitated by structural work, including plaster, paving

and painting, will be the responsibility of the Client.

4.2 All risk of loss or damage in and to the System and communication link shall pass to you on

delivery thereof to the Premises.

5. Rented Systems

5.1 5.2 Unless the “system owned” box is ticked, the system will be rented.

If the System is rented it shall not become your property and is to be returned to Marshall

Security on termination of the Agreement. It shall not by reason of attachment to any fixed

party become or be deemed to be a fixture of any such fixed property, and

shall at all times be severable therefrom.

6. Client duties

You are obliged, in addition to your other obligations contained in this Agreement:

6.1 to give us access to the Premises so that we may affix our signage and provide the Services

and to allow us to disconnect and/or remove the System should this Agreement terminate,

if the System is rented by you and to remove the communication link if applicable. We shall

not be held responsible for any damages to the Premises caused as a result of us carrying

out the Services and upon the removal by us of the System or other equipment and you

hereby indemnify us against all and any claims that may be made against us by any third

party arising directly or indirectly from the carrying out of the Services and the installation or

removal of the System and/or any other equipment from the Premises;

6.2 to ensure that the System is kept in good working order, at your cost, at all times and is used

solely for the purpose of transmitting a signal in an emergency;

6.3 to notify us immediately when you become aware of any fault or damage to the System, it

being recorded that we will not be able to provide the Service until any damage or

destruction is repaired unless any emergency is telephoned into our Emergency Dispatch

Centre;

6.4 to notify us in writing of the changes to the name(s), residential address(es) and telephone

number(s) of the Keyholders with whom we may communicate regarding the Service and/or

the System or of any other change that may affect the safety of our staff, for example dogs;

6.5 6.6 to attend at the Premises as soon as is reasonably possible after being called by us to do so;

not to, nor allow your employees or invitees or any other party to repair or to remove the

System from the Premises or from the position in which it is installed or interfere with or

alter the System in any way whatsoever for the duration of this Agreement;

6.7 6.8 to operate the System according to the instructions and the terms of this Agreement;

to be liable to us, and compensate us, for all and any liabilities, claims, losses, expenses or

damages we may suffer caused by or arising from the operation of this Agreement, including

but not limited to:

6.8.1 6.8.2 6.9 your failure to operate the System according to the instructions;

the connection of the System to any equipment or device not supplied by us.

In the event that you move Premises, you undertake to notify us of your new address and to

ensure that a System is properly connected so that we are able to continue to provide you

with the Services. You will be liable for a connection fee at our standard rates at the relevant

time, which shall include the installation of a communication link (if applicable). If you

change the Premises you will continue to be bound by the terms and conditions of this

Agreement and we will only be obliged to provide you with the Services if the area in which

your new Premises is situated is serviced by us.

6.10 The Client acknowledges that the communication link remains the property of Marshall

Security and will never be sold and that the Client is responsible for the return of the

communication link on termination of this Agreement for any reason.

6.11 Be responsible for the replacement of batteries contained in all wireless auxiliary equipment

such as remote panic buttons and wireless security devices;

6.12 At all times eliminate nuisance alarms and advise the Marshall Security Emergency Dispatch

Centre of such false alarms. Should the Client fail to do so, the Client will be responsible for

payment of additional costs incurred by Marshall Security, at Marshall Security’s normal

charge;

6.13 Keep, at his/her expense, the Premises in a condition which is conducive to the proper

armed condition, all protected areas are devoid of the under mentioned (by taking in the

reasonable precautions) mammals, reptiles, insects and other living creatures, light reflecting

surfaces, open windows or doors, which cause draught, noise emitting devices, moving

objects, either self-propelled or susceptible to movement by air turbulence, any device likely

to cause vibration and placing any device in an area that may prevent the detection device

from operating correctly;

6.14 Move at his own expense any heavy equipment and obstacles, which Marshall Security

indicates must be removed, to enable Marshall Security to perform any services /

maintenance in terms of this Agreement;

6.15 In the event of the Client’s Premises being burgled and the Client being absent and

unreachable, allow Marshall Security to take all steps reasonably required in order to secure

the Premises, but not limited to the repair of associated damage and the placement of a

security officer. The Client will reimburse Marshall Security for all such expenditures incurred

and/or services rendered.

6.16 Marshall Security shall at all times be entitled to remove any part of the transmitter or alarm

system from the Premises in order to effect any necessary repairs which cannot be effected

on the Premises.

6.17 The Client is hereby informed and advised to upgrade the alarm system at least once every

five years from date of installation, and to replace the battery at least once every two years,

should there be no need or reason to do so within a shorter period of time. It is the Client’s

sole responsibility to call on Marshall Security to inspect and determine the need for an

upgrade.

7. Indemnity

7.1 It is expressly agreed that the Services rendered, equipment sold and/or installed and/or

maintained and/or communication link and antenna, as the case may be in terms hereof,

are for the purpose of minimising the risk of a burglary, personal attack, injury or any other

applicable cause of loss, and not eliminating such risk Marshall Security will not be liable in

contract or delict or otherwise of whatsoever nature (including both direct and consequential

loss), for any loss or injury arising from or caused by the failure by Marshall Security to

perform any of its obligations herein, including any loss or injury attributable to any negligent

act or omission of Marshall Security or its employees or agents (including gross negligence

unless the Client is a consumer in terms of the Consumer Protection Act).

7.2 If applicable, the Client acknowledges that due to the nature of the Service, this clause is not

unfair or unreasonable in terms of Section 48 of the Consumer Protection

Act.

8. Payment

8.1 The Client shall be obliged to pay the Service charges provided for in the Schedule and

elsewhere in this Agreement monthly in advance by debit order.

8.2 In the event of any payment being overdue, the Client will be charged interest from the date

of our invoice or request for payment until the date of actual payment at 2% per month.

8.3 The Client is responsible for the annual communication link fee. The first such fee to be

paid on installation or activation of the System and the subsequent fees annually

immediately upon receipt of an account for such amount.

8.4 You are also liable for charges at our standard rates for labour and materials current at the

time when Marshall Security attends on your Premises to make any repairs.

8.5 The rates including the communication link fee and any other fees or charges specified in

this Agreement will escalate at the rate of 10% pa on the 1st of August every year.

The monthly fees and charges will be escalated on the anniversary date upon signing of the

contract.

8.6 Ownership of the equipment remains vested in Marshall Security until the Client has paid

all amounts owing in terms of the initial cost Schedule. In the event of any breach by you of

your payment obligations, save as otherwise provided in this Agreement, we shall be entitled

to suspend the performance of our obligations to you and to disconnect and/or remove the

communication link and any equipment which has not yet been paid for without any notice

to you.

8.7 Should the initial installation cost or any additional cost including but not limited to future

repairs or extensions not be paid within 30 (thirty) days of invoice, the Client consents to

same being added to his monthly debit order.

8.8 Should the Client’s debit order be returned unpaid for any reason, the Client will be charged

an unpaid admin fee of R50.00 (Fifty Rand) in addition to any actual disbursements incurred.

8.9 Should the Client’s debit order be returned unpaid on three or more occasions, then Marshall

Security may in its sole discretion choose to collect all future debits as NAEDO debits and

charge an additional amount of the actual additional disbursements incurred but not less

than R25.00 (Twenty Five Rand) per month.

8.10 9. 9.1 Should the client wish to pay via EFT, payment is required 7 days in advance.

Electrical current and communication costs

Marshall Security shall not be liable for the cost of electricity used by the communication link

and/or alarm system, the customer shall be responsible for the supply of electricity and for

the installation of all switches, plugs and other equipment necessary for the installation and

operation of the alarm system and/or transmitter. The Client will also be responsible for the

provision of a telephone line (if applicable), together with the cost of calls, utilised by the

communication link and/or all the data costs associated with the GSM modem (if applicable).

10. Period and termination

10.1 Unless the Agreement terminates under clauses 10.2 or 10.3 below, the duration of this

Agreement will be for a Fixed Period. The fixed period being 36 months from the start date.

In exchange for entering into a 36 (thirty six) month initial fixed term, Marshall Security has

agreed to provide the Client with up to a maximum of 5 (five) cell panics for the occupants of

the installation address during the term of the initial fixed term period at no additional cost.

10.2.1 Should the Client wish to cancel this Agreement it must notify Marshall Security in writing

not less than 90 (ninety) days before the expiry of the initial fixed period or any subsequent

renewal period. Failing which, the contract will automatically renew for another period of 24

(Twenty Four) months.

10.2.2 Should the Client be a private individual and a consumer as defined in the Consumer

Protection Act, the clause 10.2.1 above will not apply and the Client will be entitled to

terminate this Agreement by giving at least 1 (one) month’s notice in writing (but will be

subject to an early termination penalty in terms of clause 14 if that notice is before the expiry

of the initial fixed period) and if the Agreement is not cancelled after the initial period it will

continue on a month to month basis.

10.3 Marshall Security may terminate or suspend this Agreement in writing immediately if:

10.3.1 The Emergency Dispatch Centre or the alarm system are destroyed or so badly damaged that

we cannot reasonably provide the Services;

10.3.2 We cannot for any reason whatsoever arrange or keep the communication facilities needed to

transmit and/or receive the signal to or from your Premises or the Emergency Dispatch

Centre;

10.3.3 In Marshall Security’s sole discretion, there are excessive false alarms or due to unacceptable

Client conduct or should it not be cost effective to render the service.

11. Breach

11.1 Should the Client be in default of any payment due in terms of this Agreement or be in breach

of its terms in any other way or fail to eliminate false or accidental alarm activations and

fail to remedy such default or breach within 7 (seven) days after dispatch of a notice to

remedy the breach the entire balance owing until the expiry of the initial or any subsequent

renewal period will become immediately due owing and payable.

Further Marshall Security will be entitled, without prejudice to any alternative or additional

right or action or remedy available to Marshall Security under the circumstances, including

the right to suspend the rendering of any Services in terms of this Agreement, to:

11.2 Claim immediate payment of all payables, whether then due for payment or not, provided,

however, that if the Client does not make immediate payment in terms of this sub-clause,

claim the relief set out in clause 11.3 below; or

11.3 Cancel this Agreement without notice and

11.3.1 obtain possession of the communication link device and antenna as well as the System if

rented or not paid for in full;

11.3.2 retain all payments made by the Client in terms of this Agreement as rouwkoop;

11.3.3 claim as liquidated damages payment of the balance of the total fees for the unexpired

portion of this Agreement;

11.3.4 refuse to divulge the CSID in the alarm control panel.

11.4 If we give you written notice of suspension, which notice may be addressed to your postal or

domicilium address we have the right to suspend all of our obligations under this Agreement

and will only restore such Services upon payment of full balance of charges for the

unexpired period of the Agreement. During such suspension the customer may not give

Marshall Security notice to terminate this Agreement. The duration of this Agreement shall be

extended for the period of suspension.

11.5 At the termination of the Agreement we will stop providing the Services forthwith and we

shall be entitled to disconnect and/or remove the alarm system.

12. General

12.1 12.2 12.3 12.4 12.5 12.6 12.7 Marshall Security are entitled to cede all of its rights and obligations under this Agreement to

another party without notice and you hereby accept and approve any such transfer of its

rights and obligations. In the event of any such transfer of Marshall Security’s rights and

obligations, all of its obligations to the Client under this Agreement shall automatically be

discharged.

Marshall Security is at all times entitled to engage contractors or sub-contractors to carry

out all or any of its obligations under this Agreement.

The Client consents to Marshall Security obtaining any credit reference as well as it listing

you should you default in paying in terms of this Agreement.

This Agreement is the entire agreement between Marshall Security and the Client and we

shall not be bound by any representations, promises or the like not specifically incorporated

here. No variation of this Agreement, waiver of rights, release from any obligation or

consensual cancellation in terms of this Agreement shall have any effect unless in writing

and signed by parties.

No indulgence, latitude, extension of time or omission by Marshall Security shall constitute a

waiver by it of any of its rights under this Agreement and shall not amount, to a condonation

by it of any act or omission on its part and such conduct shall not give rise to a defence of

estoppel.

The Client shall be liable for any legal costs incurred by Marshall Security in enforcing the

provisions of this Agreement on an attorney and own client scale, including any collection

commission and tracing fees. The Client hereby waives the requirements of providing

security for costs by Marshall Security in the event that action is instituted by Marshall

Security as determined by the Magistrate’s Court Act from time to time.

The Client chooses its installation address as its domicilium citandi et executandi for all

purposes under this Agreement, whether in respect of court process, notices or other

documents or communications of whatsoever nature the address stated under installation

address in the Schedule.

12.8 12.9 12.10 12.11 12.12 12.13 The Client is not entitled to cede, delegate or otherwise transfer their rights and obligations

under this Agreement to any other party, unless agreed otherwise in writing by Marshall

Security.

To the extent any provision of this Agreement is found to be void, invalid or unenforceable,

the parties shall procure that that provision shall (where possible to do so whilst maintaining

the purpose of this Agreement) be amended to the minimum extent possible to make it

valid or enforceable, or if this is not possible, shall be deleted from the Agreement. In all such

circumstances, the remainder of this Agreement shall remain in force unaffected and the

Client and Marshall Security agree that we would have entered into this Agreement on all the

other terms even if the amended or deleted provision were not agreed upon by us.

The rule of interpretation that a written Agreement shall be interpreted against the party

responsible for the drafting or preparation of that agreement shall not apply.

A certificate issued and signed by a member or Director of Marshall Security whose

appointment need not be proved, stating the amount owed by the Client, is prima facie proof

of the facts stated therein and may be used, inter alia in support of any application for

default or summary judgment or provisional sentence.

If more than one person signs this Agreement on behalf of the Client, the signatories will be

jointly and severally liable for the Client’s obligations.

Where a communication link is connected by Marshall Security to an existing security system

of the Client, Marshall Security does not accept any responsibility for defects or

malfunctioning of the existing equipment which may occur before or after the installation of

the communication link. Any other modifications or improvements that are made are for the

Client’s account.

12.14 Marshall Security will be entitled to affix sign boards in strategic positions on and around the

Premises, indicating that the Premises is protected by Marshall Security.

12.15 In the event of the Client being a juristic person, any natural person signing on behalf of such

a juristic person, hereby warrants his/her authority to sign this Agreement, it being within the

scope of his/her powers, objects and authority.

12.16 The Client hereby furnishes Marshall Security and its Security Personnel with authority

in terms of Section 42(3) of Act 51 of 1977 to arrest any person committing any offence on

or in respect of its Premises or any part thereof.

12.17 Marshall Security reserves the right not to respond to a signal during or within a reasonable

time following any electrical or other storm or Act of God or power outage unless the

emergency is phoned in to the Emergency Dispatch Centre. Further Marshall Security does

not guarantee response of either their armed response service or technical service within

any particular time period.

12.18 Due to the nature of the products and technology used, Marshall Security cannot guarantee

that the alarm system will correctly trigger or that all alarm signals will be successfully

communicated to the Emergency Dispatch Centre or correctly actioned.

12.19 Our responsibility and obligations to you cease immediately when the Agreement is

terminated or the Services are suspended.

12.20 The Client authorises Marshall Security to trace the physical location of their cellphone or

other GSM product in the event of a possible emergency.

12.21 The Client agrees to opt in to our marketing communication, and may chose to opt out at any

time by advising us in writing.

13. Surety

13.1 In the event of the Client being a juristic person, the person signing on behalf of such juristic

person, binds himself as surety and co-principal debtor in solidum with the Client to

Marshall Security, for the due and punctual performance by the Client of all his obligations

to Marshall Security, whether presently due, owing and payable or becoming due, owing

and payable in the future, and hereby waives and renounces;

13.1.1 13.1.2 any right to claim an account from Marshall Security before making payment;

any benefit which he as surety is entitled to by law, without detracting from the generality

of the aforegoing, including the benefits of:

13.1.3 excussion;

13.1.4 division;

13.1.5 cession of action;

14. Early termination penalty

14.1 Should the Client be a natural person and a consumer as defined in the Consumer

Protection Act 68 of 2008 they may cancel this Agreement, by giving not less than 20

(twenty) business days notice in writing. Should they cancel during the initial fixed period,

they will be liable for a cancellation fee calculated as the sum of the following:

14.1.1 Pro-rata communication link fee from 1st of August until the date the Agreement is

cancelled;

14.1.2 50% (Fifty Percent) of the total of remaining monthly monitoring fees (including any

escalation) from the date of cancellation until the end of the initial period;

14.1.3 R750.00 (Seven Hundred and Fifty Rand) excluding VAT, call out fee for Marshall Security to

disconnect and remove its communication link equipment;

14.1.4 14.1.5 Any discount provided on any equipment or service provided to the Client.

Repay at our normal rates any monthly service fee that had been offered

free or at a discount for signing the fixed term Agreement.