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<h1>Term & Conditions</h1>
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<h1>Term & Conditions</h1>
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<h3>TERMS AND CONDITIONS FOR THE SUPPLY OF UPIS SECURITY SERVICES</h3>
<h4>1. DEFINITIONS</h4>
<strong>1.1. Definitions:</strong><p class="term" >In These Terms And Conditions, Unless The Context Otherwise Requires:</p>
<ul>
<li class="term" >1. <strong>Agreement</strong> Has The Meaning Described In Clause 2.2.</li>
<li class="term" >2. <strong>Business Day</strong> Means Any Day Which Is Not A Saturday, Sunday Or Public Holiday In India.</li>
<li class="term" >3. <strong>Casual Services</strong> Means Any Services To Be Provided On An Ad Hoc Or</li>
<li class="term" >4. <strong>As Required</strong> Basis Where Those Services Are Referred To As Casual Services By UPIS SECURITY.</li>
<li class="term" >5. <strong>Charges</strong> means the charges payable by you for providing the Services as set out in the Temporary Security Services Form (or, where the Agreement arises by way of your acceptance of a quotation or our confirmation of your request for Services, in such quotation or confirmation of request for Services) provided that the charges may be varied in accordance with clause 4.6.</li>
<li class="term" >6. <strong>Commencement Date</strong> means the first day on which the Services have been requested to be provided.</li>
<li class="term" >7. <strong>Customer</strong>, <strong>You</strong> and <strong>your</strong> means you, the Customer.</li>
<li class="term" >8. <strong>UPIS SECURITY</strong>, We</strong>, <strong>us</strong> and <strong>our</strong> means UPIS SECURITY Guard Services Limited and includes its officers,employees, contractors, agents, successors and assignees where appropriate.</li>
<li class="term" >9. <strong>Guarantor</strong> means any person or persons named as a Guarantor on any form provided by the Customer to UPIS SECURITY.</li>
<li class="term" >10. <strong>Permanent Services</strong> means any Services that are required to be provided on an ongoing, continual basis where those Services are referred to as Permanent Services by UPIS SECURITY.</li>
<li class="term" >11. <strong>Minimum Wage Rates</strong> means the minimum wage rates set by the Government under the Minimum Wage Act1983 and associated regulations as updated from time to time.</li>
<li class="term" >12. <strong>Premises</strong> means any premises you have specified to us.</li>
<li class="term" >13. <strong>Services</strong> means, where the Agreement arises by way of a quotation or confirmation of request for Services, the security services described in such quotation or confirmation of request for Services or the security services described in the Temporary Security Services Form or any other form where these terms and conditions are intended to apply to the supply of the Services.</li>
<li class="term" >14. <strong>Temporary Security Services Form</strong> means the document labeled Temporary Security Services Form signed by you.</li>
</ul>
<strong>1.2. Interpretation:</strong>
<p class="term" >In these Terms and Conditions, unless the context otherwise requires:</p>
<ul>
<li class="term" >a) section, clause and other headings are for convenience only and will not affect the interpretation of these Terms and Conditions;</li>
<li class="term" >b) singular will include plural and vice versa;</li>
<li class="term" >c) reference to a statute or regulation will include all amendments and re-enactments thereof and any subordinate legislation and regulations made there under;</li>
<li class="term" >d) the term <strong>including</strong> means <strong>including without limitation</strong> and</li>
<li class="term" >e) any obligation not to do anything will be deemed to include an obligation not to suffer, permit or cause that thing to be done.</li>
</ul>
<h4>2. AGREEMENT</h4>
<strong>2.1. Terms and Conditions:</strong>
<p class="term" >Unless agreed otherwise by us in writing, these terms and conditions (Terms and Conditions) shall apply to the provision of all goods and/or Services provided by us to you. These Terms and Conditions are the Terms and Conditions referred to in any correspondence with you or referred to in the Temporary Security Services Form or any other form, quotation, invoice, or confirmation of request for services. We reserve the right to amend the Terms and Conditions from time to time by written notice to you. Your continued use of the Services will be deemed acceptance of such amended Terms and Conditions, and such amended Terms and Conditions will replace any previous arrangements or understandings between you and UPIS SECURITY.</p>
<strong>2.2. Acceptance:</strong> If:
<ul>
<li class="term" >a) we accept a request for goods and/or Services from you; and/or</li>
<li class="term" >b) you complete a Temporary Security Services Form and we accept that form; and/or</li>
<li class="term" >c) you accept a quote for goods and/or Services to be provided by us,</li>
</ul>
<p class="term" >that shall constitute acceptance of these Terms and Conditions, and such request, quote, or Temporary Security Services Form (as applicable) together with these Terms and Conditions shall constitute the Agreement between you and us (the Agreement). Any variations or additions to the Agreement not expressly agreed in writing by us are expressly rejected by us.</p>
<h4>3. SECURITY SERVICES</h4>
<strong>3.1. Services:</strong>
<p class="term" >We will provide to you the goods and/or Services specified in the Temporary Security Services Form (or, where the Agreement arises by way of a quotation or confirmation of request for Services, such quotation or confirmation of request for Services) and such further ancillary Services requested by you from time to time (including any request for us to deploy security guards to your Premises at any unscheduled time), provided that:</p>
<ul>
<li class="term" >a) No security guard may be requested to provide Services to you for anything less than a four-hour unbroken period;</li>
<li class="term" >b) No security guard will be deployed to your Premises unless a start and end time for the deployment has been agreed;</li>
<li class="term" >c) Once we have agreed to deploy a security guard to your Premises, that deployment may not be canceled by you unless you provide us with notice in writing of the cancellation:
<ul>
<li class="term" >(i) In the case of Casual Services, at least four hours prior to the commencement of the deployment (and if you provide less than four hours’ notice, you shall be charged for all the scheduled hours of the deployment notwithstanding that such deployment may no longer be required and/or not occur);and</li>
<li class="term" >(ii) n the case of Permanent Services, at least 30 days’ prior to the commencement of the last deployment (and if you provide less than 30 days’ notice, you shall be charged for all the scheduled hours of the deployment notwithstanding that such deployment may no longer be required and/or not occur);</li>
</ul>
</li>
<li class="term" >d) we shall determine, in our sole discretion, the manner and means by which the Services are performed.</li>
</ul>
<strong>3.2. Mobile Patrol Services:</strong>
<p class="term" >Where the Services include a requirement for us to provide mobile patrol services, we do not guarantee any particular number or frequency of patrols of your Premises. Any Agreement to provide a certain number of patrols to your Premises within a specific period is subject to the following:
<ul>
<li class="term" >a) the timing of those patrols shall be selected randomly by us and could be at any time during such period;and</li>
<li class="term" >b) to the extent we provide less than the agreed number of patrols within that period we can make up the shortfall by providing an increased number of patrols in any subsequent period.</li>
</ul>
<strong>3.3. Alarm Monitoring Supplier:</strong>
<p class="term" >You agree we can accept instructions to supply goods and/or Services to you from your authorized alarm monitoring supplier on your behalf.</p>
<h4>4. CHARGES</h4>
<strong>4.1. Fees:</strong>
<ul>
<li class="term" >a) You shall pay us the Charges for providing the Services from the Commencement Date.</li>
<li class="term" >b) The Charges for providing the Services are calculated on a time and materials basis and any Charges expressed
in the Temporary Security Services Form (or, where the Agreement arises by way a quotation or confirmation of
request for Services, such quotation or confirmation of request for Services) are not a fixed fee but an
estimate only of the time and materials required to provide any Service and shall be subject to amendment to
reflect the actual cost to us to provide the Services calculated in accordance with the applicable Charge.</li>
<li class="term" >c) Where the Charges include provision for a recurring fee (e.g. a monthly mobile patrol fee), you shall be
charged the applicable fee each time such fee is incurred during the relevant period.</li>
<li class="term" >d) All Charges exclude GST (and other applicable taxes) and any payments required by you shall be increased by
the amount of any GST chargeable on any taxable supply under the Agreement (and other applicable taxes).</li>
</ul>
<strong>4.2. Payment:</strong>
<ul>
<li class="term" >a) We will submit a valid tax invoice to you in respect of all Services provided by us. Payment for all Services
is to be made by automatic bank transfer to the bank account notified to you by us from time to time, on or
before the 20th day (or, if the 20th day is not a Business Day, on the next Business Day) of the month following
the provision of the relevant Services. You must make payment of all amounts under the Agreement without set
off, deduction or withholding of any kind.</li>
<li class="term" >b) If you dispute any portion of any amount appearing as payable on any invoice issued by us under the
Agreement, you shall pay the applicable invoice in full and will promptly notify us of that dispute and we will
attempt to promptly resolve the dispute between us.</li>
</ul>
<strong>4.3. Default interest:</strong>
<p class="term" >If you default for any reason in payment of any amount on the due date (time
being strictly of the essence), you shall pay to us on demand, interest at a rate equal to 5% above the current
overdraft rate which we have with our principal bank, calculated by us on a daily basis on the amount so unpaid from the
due date until payment. Charging of this interest will not limit any of our other rights or remedies under these Terms
and Conditions or otherwise in respect of your default.</p>
<strong>4.4. Debt collection:</strong>
<p class="term" >You must pay all costs and expenses (including costs on a solicitor/client basis
and debt collectors’ costs) we incur in enforcing or attempting to enforce our rights under this clause and
otherwise under these Terms and Conditions.</p>
<strong>4.5. Withholding Services:</strong>
<p class="term" >You agree that we may withhold the further supply of Services in the event
that you default on your obligations under this clause 4.</p>
<strong>4.6. Variation of charges:</strong>
<ul>
<li class="term" >b. Subject to, and without limiting, clause 3.7(b), the Charges shall be reviewed and varied by us on each
anniversary of the date of this Agreement as follows:
<ul>
<li class="term" >(i) we shall be permitted to increase the Charges by a percentage amount equal to the percentage
increase in the Labour Cost Index (Salary and Wage Rates) published by Statistics India (or any
replacement index) over the preceding 12 month period;</li>
<li class="term" >(ii) we shall be permitted to increase the Charges by a percentage amount equal to the percentage
increase in the Consumer Prices Index (CPI) published by Statistics India (or any replacement index)
over the preceding 12 month period;</li>
<li class="term" >(iii) we shall notify you of all variations in writing; and</li>
<li class="term" >(iv) such variations shall be effective from the anniversary of the date of this Agreement or such later
date determined by us.</li>
</ul>
<li class="term" >c. Notwithstanding anything in clause 4.1 or the Temporary Security Services Form (or, where the Agreement
arises by way of a quotation or confirmation of request for Services, in such quotation or confirmation of
request for Services), we may adjust the charges at any time by an amount that we in our sole discretion
determine is necessary to take account of any alterations you may make to the Premises or other factors which
affect the cost to us of providing the Services, including, but not limited to:
<ul>
<li class="term" >(i) increased wages (including, but not limited to, as a result of increases in the Minimum Wage Rates
and the flow-on effect such increases have on wages for our employees regardless of whether such
employees are on the Minimum Wage Rates or not);</li>
<li class="term" >(ii) Union Awards;</li>
<li class="term" >(iii) increased contractor costs;</li>
<li class="term" >(iv) increased fuel costs;</li>
<li class="term" >(v) increased equipment and equipment maintenance costs; and</li>
<li class="term" >(vi) legislative changes (including in relation to the holidays and other benefits to our employees
and/or contractors).</li>
<li class="term" >(vii) in the case of Services that are mobile patrol services, where there is a change that affects our
ability to leverage economies of scale to provide the mobile patrol services at the Charges agreed
(including, but not limited to, as a result of any decrease in mobile patrol services provided to
customers other than you within the area/s in which your Premises are located).</li>
<li class="term" >Any such variation to the Charges in accordance with this clause 4.6(c) shall be effective from the date
we specify by notice in writing to you.</li>
</ul>
</li>
</ul>
<strong>4.7. Additional charges:</strong>
<p class="term" >If one of our security guards providing Services to you is required to
attend the Premises for any length of time at your request or in response to an incident, or if you otherwise
request us to carry out additional Services, such additional time incurred and/or additional Services provided shall
be subject to the terms of these Terms and Conditions and the Charges payable by you for such additional time and/or
Services shall be based on our standard rates at the time, plus in all cases the amount of any GST or other
applicable tax.</p>
<h4>5. TERMINATION</h4>
<strong>5.1. Termination by You:</strong>
<p class="term" >You may terminate the Agreement by providing:</p>
<ul>
<li class="term" >a) in the case of Casual Services, at least four hours’ notice that you no longer require the
Services; or</li>
<li class="term" >b) in the case of Permanent Services, at least 30 days’ notice that you no longer require the
Services.</li>
</ul>
<strong>5.2. Early termination:</strong>
<p class="term" >We may terminate the Agreement with immediate effect if you:</p>
<ul>
<li class="term" >a) breach, or fail to perform properly or promptly any material obligation that you have under
the Agreement, and, where that breach or failure to perform is capable of remedy, fail to remedy
the breach or perform the obligation within 10 Business Days after receiving written notice
(inclusive of the date of receipt) from us of such breach or failure and requiring remedy (and
for the avoidance of doubt, any failure by you to make any payment to us under this Agreement on
its due date shall be deemed to be a material breach of this Agreement);</li>
<li class="term" >b) are, become, or are deemed to be bankrupt or insolvent or any resolution is passed, or any
proceeding is commenced, for your liquidation (whether voluntarily or otherwise);</li>
<li class="term" >c) make an assignment for the benefit of, or enter into or make any arrangement or composition
with, your creditors or are unable (or deemed to be unable) to pay your debts as they fall due;
</li>
<li class="term" >d) go into receivership or have a receiver, trustee, administrator or manager (or any of them)
(including a statutory manager) appointed in respect of all your property; or</li>
<li class="term" >e) a material change occurs in your ownership or control which, in our reasonable opinion
adversely affects our rights or your ability to perform your obligations under the Agreement or
is otherwise contrary to our interests (for the purposes of this clause, “control” means having
the power to alter the management and direction of a person or any person controlling that
person).</li>
</ul>
<strong>5.3. Termination on notice:</strong>
<p class="term" >We may terminate the Agreement, at any time and for any
reason, by giving you at least:</p>
<ul>
<li class="term" >a) in the case of Casual Services, four hours’ notice in writing; or</li>
<li class="term" >b) in the case of Permanent Services, 30 days’ notice in writing.</li>
</ul>
<strong>5.4. Consequences of termination:</strong>
<p class="term" >The termination of the Agreement shall be without
prejudice to any rights, remedies or obligations accrued under these Terms and Conditions prior to
termination or expiration and nothing in the Agreement shall prejudice our right to recover any amount
outstanding at such termination or expiry. On expiry or termination of the Agreement for whatever reason
all monies owed by you to us will be due and payable immediately.</p>
<h4>6. AUTHORITY</h4>
<strong>6.1. Access to Premises:</strong>
<p class="term" >Entry into the Agreement by you grants us full authority to
access the Premises for the purposes of carrying out the Services and generally protecting your
business, property and persons. Where the Services are to be provided outside your normal business
hours, you shall supply us with such keys and access cards as are necessary to enable us to access the
Premises to carry out the Services.</p>
<strong>6.2. Authority to take reasonable steps:</strong>
<p class="term" >If we become aware of a security issue that
may impact on you or the Premises, and we are unable to contact you to obtain instructions, we are
authorized to take reasonable steps to protect the integrity, safety and security of the Premises,
property and personnel, at your expense.</p>
<strong>6.3. Notification:</strong>
<p class="term" >You shall notify us immediately if any changes are made to the
access ways, and/or locks, at the Premises.</p>
<strong>6.4. Contact person:</strong>
<p class="term" >Without limiting the other persons that bind you, the contact
person requesting services on your behalf has the full authority to bind you in all matters connected
with the Agreement.</p>
<h4>7. REPRESENTATIONS AND WARRANTIES</h4>
<strong>7.1. Your representation:</strong>
<p class="term" >You represent and warrant to us that:</p>
<ul>
<li class="term" >a) you have obtained all authorizations and have done all things necessary in order to enter
into the Agreement and to perform your obligations under the Agreement;</li>
<li class="term" >b) you are not aware of anything which will, or might be reasonably expected to, prevent or
impair you from performing your obligations under the Agreement, in the manner and at the times
contemplated by these Terms and Conditions; and</li>
<li class="term" >c) you have not relied on any representation made by us which has not been expressly stated in
these Terms and Conditions and, without limitation, you acknowledge that we have not represented
to you that by entering into the Agreement, or by receiving the Services from us, you, your
Premises and/or your other property shall be safe from unlawful entry, loss, damage or injury.
</li>
</ul>
<strong>7.2. Our representation:</strong>
<p class="term" >We represent and warrant to you that we have the expertise,
experience, resources, capacity and ability to, and will, perform the Services in a timely manner,
efficiently, diligently and in accordance with these Terms and Conditions.</p>
<strong>7.3. Consumer Guarantees Act / Fair Trading Act:</strong>
<ul>
<li class="term" >a) Subject to clause 7.3(b), where the Consumer Guarantees Act 1993 and/or the Fair Trading Act
1986 apply nothing in these Terms and Conditions shall contract out of or limit the application
of those Acts.</li>
<li class="term" >b) If the Services are acquired by you for business purposes and you are “in trade” within the
meaning of the Fair Trading Act 1986 or the Consumer Guarantees Act 1993 (as the case may be),
you agree that the Consumer Guarantees Act 1993 does not apply to the Agreement in respect of
the Services.</li>
<li class="term" >c) Where you are in trade and accordingly clause 7.3(b) applies, you acknowledge that the
effectiveness of contracting out of the Acts is subject to compliance with the statutory tests
including that it is fair and reasonable that you be bound by those terms.</li>
<li class="term" >d) Where we are supplying goods and services to you other than as a customer that is in trade
the provisions of clauses 7.3(b) and 7.3(c) above will have no effect and the provisions of the
Consumer Guarantees Act 1993 and the full provisions of the Fair Trading Act 1986 will apply and
these Terms and Conditions shall be read subject to the provisions of the Consumer Guarantees
Act 1993 and the full provisions of the Fair Trading Act 1986.</li>
</ul>
<strong>7.4. Occupational health and safety:</strong>
<ul>
<li class="term" >a) You warrant that the Premises are safe and free from harmful materials, infections or
building diseases, or any environmental matters or issues, and any other materials, that could
be harmful to one or more of our employees and/or contractors.</li>
<li class="term" >b) Without limiting our obligations to consult and cooperate with you as a person conducting a
business undertaking (as that term is defined in the Health and Safety at Work Act 2015) in
accordance with the Health and Safety at Work Act 2015, it is your responsibility to notify us
of any hazards on or around the Premises and to advise us of any special safety procedures we
need to follow when providing the Services.</li>
</ul>
<strong>7.5. No guaranteed response times:</strong>
<p class="term" >Where we provide you with alarm response services
under the Agreement we do not guarantee that we will respond to an alarm and attend the relevant
Premises within any particular timeframe. Our only obligation in responding to an alarm is to secure the
relevant Premises upon arrival.</p>
<strong>7.6. Continuous Warranties:</strong>
<p class="term" >The representations and warranties in this clause 7 will be
deemed repeated continuously, by the party giving the representation and warranty, during the term of
the Agreement.</p>
<h4>8. LIMITATION ON OUR LIABILITY AND YOUR INDEMNITY</h4>
<strong>8.1. Liability:</strong>
<p class="term" > To the fullest extent permitted by law, we shall not be liable for any loss of profits or any consequential, indirect, or special loss, damage, or injury of any kind suffered or incurred by you arising directly or indirectly from the performance or non-performance of our obligations under the Agreement (including, but not limited to, a failure to meet any service level agreed to for the purposes of the Agreement), any breach of our obligations under or in connection with the Agreement or from any negligence, misrepresentation, or other act or omission on our part or the part of our employees, agents, or contractors.</p>
<strong>8.2. Maximum liability:</strong>
<p class="term" >Notwithstanding anything else in the Agreement, our liability, whether in contract or pursuant to any cancellation of the Agreement or in tort or otherwise, in respect of all claims for costs, loss, damage, or injury arising from breach of any of our obligations arising under or in connection with the Agreement, from any cancellation of the Agreement or from any negligence, misrepresentation, or other act or omission on our part, or the part of our employees, agents, or contractors, shall not exceed:</p>
<ul>
<li class="term" >a) The Daily Charge Paid By You To Us Where Your Claim Relates To Mobile Patrol Services;</li>
<li class="term" >b) The Call Out Fee For An Alarm Response Where Your Claim Relates To Alarm Response Services; And</li>
<li class="term" >c) 500 Where Your Claim Relates To Static Guard Services,</li>
</ul>
<p class="term" >In Respect Of One Event (Or A Series Of Failures Arising From The Same Event). To The Maximum Extent Permitted By Law, Our Aggregate Maximum Liability To You, Whether In Contract, Tort Or Under Any Other Legal Theory Howsoever Arising Under The Agreement Is Limited To The Lesser Of $10,000 Or The Total Fees Paid By You In The Month Immediately Preceding The Event Giving Rise To A Claim Under This Agreement.</p>
<strong>8.3. Acts Of Employees And Contractors:</strong> Notwithstanding Anything Else In This Agreement, We Shall In No Circumstances Have Any Liability For Any Willful, Reckless Or Deliberate Acts Or Omissions Of Our Employees Or Contractors (Including Any Burglary, Theft, Arson, Or Willful Damage) In Each Case In The Course Of Performance, Or Otherwise In Any Way Arising Out, Of The Services Unless Such Act Or Omission Could Have Been Prevented By Reasonable Supervision Of Such Employees Or Contractors On Our Part.
<strong>8.4. Claims:</strong>
<p class="term" >We Shall Not Be Liable To You With Respect Of Any Matter Whatsoever Unless Notice In Writing Of Any Claim Is Received By Us Within Seven Business Days Of The Occurrence Of The Event Or Default In Respect Of Which Your Claim Arises (Time Being Of The Essence). Any Notice Shall State Full Details Of The Claim.</p>
<strong>8.5. Indemnity:</strong>
<p class="term" >You Shall Keep Us Indemnified At All Times Against Any Loss, Damage Or Injury We Suffer Or Incur As A Result Of Your Breaches Of The Agreement Or Arising From Claims Made Against Us By Any Third Party With Respect To Any Theft, Loss, Damage, Destruction, Death Or Injury Occurring In Or On The Premises Arising Out Of, Or In Any Way In Relation To, The Provision Of, Or Failure To Provide, The Services.</p>
<strong>8.6. Third Parties:</strong>
<p class="term" >All Provisions Of These Terms And Conditions Which Limit Or Exclude Our Liability Shall Be For The Benefit Of And Enforceable By Each Of Our Employees, Agents And Contractors, And The Provisions Of Subpart 1 (ContractualPrivity) Of Part 2 Of The Contract And Commercial Law Act 2017 Will Apply Accordingly.</p>
<strong>8.7. Insurance:</strong>
<p class="term" >Our Liability Under The Agreement Is Limited. Accordingly, You Are Responsible For Arranging Appropriate Insurance For Any Loss, Damage Or Injury That May Arise To You, Your Premises And Your Other Property As A Result Of Our Performance Or Non-Performance Under The Agreement.</p>
<strong>8.8. Continue Following Termination:</strong>
<p class="term" >This clause will continue to have effect after termination or expiration of the Agreement.</p>
<h4>9. INDEPENDENT CONTRACTOR</h4>
<strong>9.1. Independent Contractor Status:</strong>
<p class="term" >You acknowledge and agree that we are engaged under this Agreement as an independent contractor and nothing express or implied in this Agreement will be construed as constituting either party as the partner, agent, employee, officer or representative of, or as a joint venture with you and neither party will make any contrary representation to any other person.</p>
<h4>10. GUARANTOR</h4>
<strong>10.1. Guarantee:</strong>
<p class="term" >Each Guarantor unconditionally and irrevocably guarantees to us the due and punctual performance by you of all your obligations under the Agreement (including, but not limited to, the due and punctual payment of all moneys which are now or may in the future be owing or remain unpaid by you). The liability of each Guarantor under this guarantee constitutes a principal obligation of each Guarantor and such liability shall not be relieved, or in any way affected in a manner prejudicial to us, by the granting of time, waiver or forbearance to sue by us or by any other act, omission, matter, circumstance or law whereby each Guarantor as a surety only would, but for the provisions of this clause, have been released from liability.</p>
<h4>11. INFORMATION AND PRIVACY ACT</h4>
<strong>11.1. Authorisations:</strong>
<p class="term" >For the purpose of facilitating the administration and efficient running of our business, the Customer and the Guarantors authorize us:</p>
<ul>
<li class="term" >a) To Collect All Information, We May Require From Any Third Parties And Authorize Those Third Parties To Release That Information To Us;</li>
<li class="term" >b) To Hold All Information Given By You Or Any Third Parties To Us; And</li>
<li class="term" >c) To Use That Information, Including Giving Information To Any Other Person (Including Any Other Credit Provider Or Any Credit Reporting Agency), For The Purpose Of Assessing The Customer’s And / Or The Guarantors’ Creditworthiness, To Facilitate The Collection Of Debts From You And / Or The Guarantors, And For Marketing Products And Services To The Customer And / Or The Guarantor.</li>
</ul>
<strong>11.2. Conditions:</strong>
<p class="term" >The information will be collected, held and used on the condition that:</p>
<ul>
<li class="term" >a) It Will Be Held Securely At Our Registered Office And In Our Electronic Debt Collection System (IODM);</li>
<li class="term" >b) It Will Be Accessible To Any Of Our Employees And Agents Who Need Access To It For The Efficient Running Of Our Business; And</li>
<li class="term" >c) You May Request Access To And Correction Of It At Any Time.</li>
</ul>
<strong>11.3. Privacy Act 1993:</strong>
<p class="term" >Where The Customer And/Or Any Guarantor Is An Individual, The Authorities Under Clause 11.1 Are Authorities Or Consents For The Purposes Of The Privacy Act 1993.</p>
<h4>12. GENERAL</h4>
<strong>12.1. Circumstances beyond our control:</strong>
<p class="term" >Notwithstanding any other provision of these Terms and Conditions, non-performance by us of our obligations under the Agreement shall be excused, without liability for non-performance, during the time and to the extent that such performance is prevented, wholly or partly, by any act of God, fire, earthquake, storm, flood, landslide, strike, lockout, work stoppage or other labour hindrance, explosion or public mains electrical supply failure, sabotage, riot, civil disturbance, national emergency, terrorism, act of war or any other cause beyond our reasonable control.</p>
<strong>12.2. Subcontracting:</strong> <p class="term" > May Allow A Contractor To Carry Out All Or Any Of Our Obligations Under The Agreement Without Your Consent.</p>We
<strong>12.3. Entire Agreement:</strong><p class="term" > The Agreement Contains All The Terms Of Our Agreement With You And All Other Terms, Conditions And Warranties Are Expressly Excluded. There Has Been No Representation Made By Either Party To The Other Except As Expressly Set Out In These Terms And Conditions.</p>
<strong>12.4. Severability:</strong><p class="term" > If Any Part Of These Terms And Conditions Is Held By Any Court Or Administrative Body Of Competent Jurisdiction To Be Illegal, Void Or Unenforceable Such Determination Shall Not Impair The Enforceability Of The Remaining Parts Of These Terms And Conditions Which Shall Remain In Full Force.</p>
<strong>12.5. No waiver:</strong><p class="term" > No Waiver Of Any Breach, Or Failure To Enforce Any Provision, Of These Terms And Conditions At Any Time By Us Shall In Any Way Affect, Limit Or Waive Our Right Thereafter To Enforce And Compel Strict Compliance With The Provisions Of These Terms And Conditions.</p>
<strong>12.6. Confidentiality:</strong><p class="term" > You Shall At All Times Keep Confidential, Treat As Privileged, And Not Directly Or Indirectly Make, Or Allow Any Disclosure Or Use To Be Made Of, The Subject Matter, Or Any Provision Of, The Agreement Or Any Information Relating To Any Provision, Or The Subject Matter, Of The Agreement, Or Any Information Directly Or Indirectly Obtained From Us Under Or In Connection With The Agreement.</p>
<strong>12.7. Notices:</strong><p class="term" > Where we are required to give you notice we will do that by one or more of the following means:</p>
<ul>
<li class="term" >a) personal delivery;</li>
<li class="term" >b) phone call;</li>
<li class="term" >c) electronic mail; or</li>
<li class="term" >d) facsimile transmission,</li>
</ul>
<p class="term" >to the addresses obtained by us unless you notify us otherwise in writing. We are entitled to assume our notices have been received by you on the day it was personally delivered or message left on the number you provide us; it was transmitted to your email or facsimile address.</p>
<strong>12.8. Governing law:</strong><p class="term" > The Agreement will be governed by, and construed in accordance with the laws of India. The parties irrevocably submit to the exclusive jurisdiction of the Courts of India Rule with respect to any legal action, suit or proceeding or any other matter arising out of or in connection with the Agreement.</p>
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