TERMS AND CONDITIONS OF SERVICE

• 1.PRICE

  1.1 The prices to be paid under this Agreement are as detailed in the Order. In the event that the price of any service is omitted, you shall pay Infinity Security ’s standard price for the relevant Service current at the time of performance of the Services.

  1.2 In the event prices are stated to include duties and taxes, these have been calculated on rates applicable at the time of quotation. Prices shall be adjusted to consider the amount of duties asnd taxes actually paid or payable.

  1.3 Any tax, impost, duty or other levies are to be borne by you. If any such sums are required by law to be withheld, collected or paid, Infinity Security will be entitled to add those amounts to the price.

  1.4 Any charges not expressly included in the price are payable by you.

  1.5 Infinity Security reserves the right to raise invoices to be paid for progress claims. Progress claim invoices for Services may be raised by Infinity Security in accordance with the payment schedule referred to in an Order or, in the absence of any such payment schedule, progress claims may be made by Infinity Security at its option.

  1.6 Any quotations given by Infinity Security are subject to written confirmation given by Infinity Security. .

• 2.PAYMENT

  2.1 You shall pay the full price of the Services at the time of Order unless otherwise provided in an Order or specifically agreed in writing by Infinity Security.

  2.2 Payment shall be made within fourteen (14) days of delivery of an invoice by Infinity Security by: (a) cheque, electronic funds transfer, direct deposit, cash funds; or (b) an irrevocable letter of credit issued or confirmed by a bank on terms and conditions acceptable to Infinity Security.

  2.3 All prices are in Tanzanian Shillings

  2.4 All moneys owing to Infinity Security pursuant to an invoice which remains unpaid for thirty (30) days after the date such moneys become due for payment shall bear interest as and from the date upon which payment is due at the prevailing overdraft rate applicable to unsecured monies in the amount of the debt.

• 3.THE SERVICES

  Infinity Security reserves the right to revise at any time the extent or type of Services it agrees to supply to you if it reasonably believes that such other services can fulfil the same function.

• 4.ACCEPTANCE

  4.1 Services performed by Infinity Security shall be deemed to have been accepted unless within seven (7) days of completion of such Service you notify Infinity Security in writing of any deficiencies and provide reasonable evidence thereof.

• 5.WARRANTY AND LIMITATION OF LIABILITY

  5.1 Where Services are defectively performed Infinity Security shall perform such services again to the extent necessary to correct the defect.

  5.2 The liability of Infinity Security is expressly limited to the fee paid by you for the Services. Infinity Security shall not be liable to you or your servants, agents, customers or representatives for any direct, indirect, incidental or consequential loss or damages of any nature howsoever caused (whether based on tort, or contract or otherwise) including but not limited to loss of profits, loss of production, loss of sales opportunity or business reputation, direct or indirect labor costs and overhead expenses, damage to equipment or property or any other claim whatsoever arising directly or indirectly or in any way attributable to the performance of the Services and in no event shall any claim be recognized unless the claim is in writing and received by Infinity Security within fourteen (14) days of the date of performance.

  5.3 For the purposes of clauses 5.2 above, you acknowledge and represent that those provisions are fair and reasonable having regard to the nature of this Agreement. In particular, you acknowledge and represent to Infinity Security that, in respect of this Agreement and, in particular, clauses 5.2 above: (a) Infinity Security is not in a position of relative bargaining superiority to you; (b) Infinity Security has offered no inducement; and (c) you are aware of the existence and extent of clauses 5.2.

• 6.DELAY AND FORCE MAJEURE

  6.1. Any Services to be supplied by Infinity Security will be supplied during regular business hours on Business Days. If for any reason you request Infinity Security to provide services outside regular business hours, any overtime or additional expenses occasioned shall be invoiced to and payable by you to Infinity Security at Infinity Security ’s monitoring rates applicable from time to time.

  6.2 Additional costs incurred by Infinity Security due to cessation of work occasioned by your instructions (or lack of instructions), by any interruptions, mistakes or work for which Infinity Security is not responsible, shall be reimbursed by you to Infinity Security upon demand.

  6.3. Infinity Security shall not be liable for any failure to perform its obligation under this Agreement for any cause beyond its reasonable control including without limitation fire, flood, strikes, lockouts, accidents (including motor vehicle accidents), demands or requirements of Government or statutory authorities, transportation delays, fuel and energy shortages, defaults of sub-contractors or any other cause beyond its control.

  6.4 In the event of any delay of the kind referred to in sub-clauses 6.2 and 6.3, the date or dates for performance of Services under this Agreement by Infinity Security shall be extended for a period at least equal to the time lost by reason of the delay or the delays caused.

• 7.DEFAULT

  In the event that- 7.1 You become insolvent or unable to pay your debts as they fall due or a receiver is appointed or you are subject of voluntary or involuntary bankruptcy proceedings;

  7.2 You are in a material default of any obligation hereunder;

  7.3 You fail to make any payment in full on the due date(s);

  7.4 You purport to assign any rights or obligations under this agreement without the prior written consent of infinity security; or

  7.5 By any act or omission, cause infinity security to be in breach of any law which may result in infinity security being liable for a fine or penalty;

  Then infinity security may by written notice to you either require payment in full prior to performance of any further services, suspend performance of its obligations under this agreement or cancel any order. Such action shall be without prejudice to any other rights infinity security may have, whether for damages or otherwise.

• 8.LICENCES AND PERMITS

  8.1 All Services performed by Infinity Security are on the understanding that all licenses and permits under any relevant statutes, ordinances, rules and regulations have been obtained by you.

  8.2 You must ensure that the performance of any Services by Infinity Security and you meet all statutory requirements.

• 9.GENERAL PROVISIONS

  9.1 The delivery of an Order attaching or containing this Agreement, or the signing of this Agreement by you, constitutes an offer and is the basis of an enforceable contract.

  9.2 Such offer cannot be revoked, withdrawn or cancelled by you and is not binding upon Infinity Security until it has been accepted and signed by its authorized representative whereupon a binding contract shall come into existence.

  9.3 This Agreement together with any Order shall constitute the entire agreement between the parties.

  9.4 This Agreement will be governed by the laws of United Republic of Tanzania and any litigation pursued in the courts of the country.

  9.5 In the event that any provision of this Agreement is declared void, invalid or illegal then such provisions that are not void, invalid or illegal will not be affected.

  9.6 No waiver, change or modification of any terms or conditions set out in this Agreement or an Order or other documentation provided by Infinity Security shall be binding on Infinity Security unless in writing signed by an authorized representative of Infinity Security.

  9.7 If at any time any question, dispute or difference arises between Infinity Security and you in relation to or in connection with this Agreement or the Services, either party may give to the other notice in writing of the existence of such question, dispute or difference and, if the matter cannot be resolved by negotiation between the parties for a period of thirty (30) days, the party giving notice must, prior to taking any other action, refer the question, dispute or difference to the arbitration of a person mutually agreed by the parties. If the parties fail to reach a settlement within said period then either party any refer the dispute to the court of law having jurisdiction within the United Republic of Tanzania.

• 10.DEFINITIONS AND INTERPRETATIONS

  In this Agreement: - 10.1 Business Day means a day on which banks and office generally are open for trading business.

  10.2 Order means an order for Services in the form of a Monitoring Agreement or such other form approved by Infinity Security from time to time, whether attached to or containing this Agreement, or otherwise.

  10.3 Services means any security service provided or to be provided under an Infinity Security Monitoring Agreement.