Terms and Conditions of Sentinel Monitoring Limited "Sentinel" (the Supplier), a company incorporated and registered in New Zealand (official company number 2450629).
Please ensure you read this agreement carefully before using any service offered by Sentinel. By using any service offered by Sentinel you (the Customer) agree to be bound by this agreement.
1.1. The following definitions and rules of interpretation in this clause apply in this agreement.
Fee: the fee payable by the Customer to the Supplier under clause 3.
Charged for: a product or service that is charged a fee.
Intellectual Property Rights: all patents, copyrights, design rights, trade marks, service marks, trade secrets, know-how, database rights and other rights in the nature of intellectual property rights (whether registered or unregistered) and all applications for the same, anywhere in the world.
Written notice: May be in the form of a physical document or electronic mail.
1.2. In the case of conflict or any ambiguity between any provision contained in this agreement and any provision contained on any of the Suppliers websites (including but not limited to sentinelmonitoring.com), the provision in this agreement shall take precedence.
2.1. The Supplier, subject to the terms and conditions of this agreement, grants to the Customer a non-exclusive and non-transferable licence to conditionally use the Service (or any applicable Software) to the Customer.
2.2. The initial term of this agreement will commence on the date the Customer accepted the terms of the agreement by signing up and any service offered by the Suppler and shall continue indefinitely unless terminated in accordance with the terms of this agreement.
2.3. In relation to assignment and sub-licensing:
a) the Customer has no right to sub-license or to assign the benefit or burden of this agreement in whole or in part, or to allow the Service to become the subject of any charge, lien or encumbrance without the prior written consent of the Supplier.
b) the Supplier may sub-license, assign, charge or otherwise transfer any of its rights or obligations under this agreement, provided it gives written notice to the Customer of any sub-licence, assignment, charge or other transfer.
3.1. Where the Customer opts to use any service offered by the Supper that is charged for, the Supplier will invoice the Customer monthly in arrears each month for the use of the Service. The Customer shall pay the invoices received from the Supplier within 5 days from the date of the invoice. Additionally, the Customer shall pay the Supplier for the provision of SMS credits, which the Supplier will invoice separately to the Customer. Unless otherwise specified all fees are exclusive of New Zealand Goods and Services TAX (G.S.T.), which shall be charged at the applicable rate at the time of invoicing.
3.2. If the Customer fails to pay any amount payable by it under this agreement, the Supplier shall be entitled (but not obliged) to charge the Customer interest on any overdue amount, payable by the Customer forthwith on demand, from the due date up to the date of actual payment, after as well as before judgement, at the rate of 10% per annum above the base rate for the time being of the Bank of New Zealand. Any interest shall accrue on a daily basis and be compounded quarterly. The Supplier reserves the right to claim interest under the Late Payment of Commercial Debts (Interest) Act 1998.
3.3. If the Customer downgrades to any non-charged service provided by the Suppler the Customer will pay any outstanding balance for any invoiced amount and will be invoiced for any un-invoiced usage as described in clause 3.1.
4.1. The Supplier does not warrant that the use of the Service (or any applicable Software) and the delivery of the Services will be uninterrupted, without delay or error-free.
4.2. The Customer accepts responsibility for the selection of: (i) the Service to achieve its disclosed and intended results; and (ii) a sufficient number of credits for any notification system used.
4.3. Exclusions of liability:
a) the Supplier's liability, whether under this agreement or any collateral contract, for loss of or damage to the Customer's tangible property caused by the negligence of the Supplier, its officers, employees, contractors or agents, shall not exceed the amount paid to the Supplier by the Customer for the previous 1 month;
b) the Supplier shall have no liability for any losses or damages which may be suffered by the Customer (or any person claiming under or through the Customer), whether the same are suffered directly or indirectly or are immediate or consequential, and whether the same arise in contract, tort (including negligence) or otherwise howsoever, which fall within any of the following categories:
i) special damage even though the Supplier was aware of the circumstances in which such special damage could arise;
ii) loss of profits;
iii) loss of anticipated savings;
iv) loss of business opportunity;
v) loss of goodwill;
vi) loss of data;
5.1. The Customer acknowledges that all Intellectual Property Rights in the Service (or any associated Software) and any Modification belong and shall belong to the Supplier, and the Customer shall have no rights in or to the Service (or any applicable Software) other than the right to use it in accordance with the terms of this agreement. Additionally, the Customer acknowledges that is applicable any monitoring agent may be licensed separately and excluded from this agreement.
6.1. Either party may terminate this agreement at any time on written notice to the other if the other:
a) is in material or persistent breach of any of the terms of this agreement and either that breach is incapable of remedy, or the other party fails to remedy that breach within 30 days after receiving written notice requiring it to remedy that breach; or
b) is unable to pay any outstanding invoice(s), or becomes insolvent, or is subject to an order or a resolution for its liquidation, administration, winding-up or dissolution (otherwise than for the purposes of a solvent amalgamation or reconstruction), or has an administrative or other receiver, manager, trustee, liquidator, administrator or similar officer appointed over all or any substantial part of its assets, or enters into or proposes any composition or arrangement with its creditors generally, or is subject to any analogous event or proceeding in any applicable jurisdiction.
6.2. Notwithstanding clause 6.1, the Supplier may at any time terminate this agreement for any reason by giving written notice to the Customer, whereas the Customer may terminate this agreement by giving 7 days' notice in writing to the Supplier if it wishes to stop using the Service (or any applicable Software).
6.3. Termination by either party in accordance with the rights contained in clause 6 shall be without prejudice to any other rights or remedies of that party accrued prior to termination.
6.4. On termination for any reason:
a) all rights granted to the Customer under this agreement shall cease;
b) the Customer shall cease all activities authorised by this agreement;
c) the Customer shall immediately pay to the Supplier any sums due to the Supplier under this agreement; and
d) the Customer shall immediately destroy or return to the Supplier (at the Supplier's option) all copies of any Software then in its possession, custody or control and, in the case of destruction, certify to the Supplier that it has done so.
No party shall be liable to the other for any delay or non-performance of its obligations under this agreement arising from any cause beyond its control including, without limitation, any of the following: act of God, governmental act, war, fire, flood, explosion or civil commotion. For the avoidance of doubt, nothing in clause 7 shall excuse the Customer from any payment obligations under this agreement.
8.1. The Customer acknowledges that the Supplier processes personal data, as defined under the relevant data protection laws, of the users of the Services (Users) for the purpose of complying with its obligations under this agreement.
8.2. The Customer hereby warrants that it has the consent of the Users to disclose their personal data to the Supplier for the purpose of using the Services and that for the same purpose the Users have agreed that their personal data may be transferred to territories outside the EEA.
8.3. The Supplier will take all steps reasonably necessary to ensure that personal data is treated securely.
8.4. The Supplier shall not disclose personal data to third parties, but may process such data in duly anonymised and aggregate form for purposes such as internal statistics, commercial sale and promotion, including but not limited to blog posts.
9.1. Each party shall, during the term of this agreement and thereafter, keep confidential all, and shall not use for its own purposes nor without the prior written consent of the other disclose to any third party, any information of a confidential nature (including, without limitation, trade secrets and information of commercial value) which may become known to such party from the other party and which relates to the other party, unless such information is public knowledge or already known to such party at the time of disclosure, or subsequently becomes public knowledge other than by breach of this agreement, or subsequently comes lawfully into the possession of such party from a third party.
9.2. The provisions of clause 9 shall remain in full force and effect for 1 year after the termination of this agreement for any reason.
No forbearance or delay by either party in enforcing its rights shall prejudice or restrict the rights of that party, and no waiver of any such rights or of any breach of any contractual terms shall be deemed to be a waiver of any other right or of any later breach.
If any provision of this agreement is judged to be illegal or unenforceable, the continuation in full force and effect of the remainder of the provisions shall not be prejudiced.
The Supplier may amend this agreement from time to time and shall provide the Customer written notice of such amendments. If the Customer does not agree to any part of these terms and conditions the Customer must provide the Supplier written notice of their intention to cancel any services provided by the Supplier as per clause 6.
No term of this agreement is intended to confer a benefit on, or to be enforceable by, any person who is not a party to this agreement.
Any notice required to be given pursuant to this agreement shall be via written notice.
This agreement and the website sentinelmonitoring.com, in so far as it describes the Specification and the Service (or any applicable Software), contain the whole agreement between the parties relating to the subject matter hereof and supersede all prior agreements, arrangements and understandings between the parties relating to that subject matter.
This agreement, it's contents or its formation (including non-contractual disputes or claims) shall be governed by and construed in accordance with New Zealand law and submitted to the non-exclusive jurisdiction of the New Zealand courts system.