Gallagher Group Limited

Software License and Maintenance Terms and Conditions

Please read the terms and conditions of this Agreement carefully. By installing and/or using the Software you are agreeing to acquire
a licence for the Software and to engage Gallagher to provide services relating to that Software on the terms and conditions set out
below as well as the Care Plan terms and conditions which can be viewed at https://supportzone.security.gallagher.com/End-
User_Knowledge_Centre/Gallagher_Care_Plan.

If you do not agree to the terms of this Agreement, do not install and/or use the Software and contact your Gallagher distributor
for further information.

General Terms and Conditions instance at a time and you may not distribute or
1. Term make the Software available over a network
1.1 Subject to the other provisions of this Agreement, the where it could be used on multiple servers at the
term of this Agreement will commence on the date of same time. You may also make one copy of the
installation of the Software and continue until Software stored on your server in machine-
terminated. readable form for backup and security purposes,
2. General provided that the backup copy must contain all
2.1 Gallagher will in accordance with the terms and copyright or other proprietary notices.
conditions of this Agreement: (d) Subject to clause 14.6, you may not, without
(a) grant the Software Licence to you; and Gallagher’s prior written consent, rent, lease, sell,
(b) perform the Software Maintenance Services and, redistribute or sub-license the Software or
by agreement, the Services. provide third parties with the Software.
2.2 The Software Maintenance Services and the Care Plan (e) You may not remove, obscure or alter any
Services will be provided to you for the first year from copyright or proprietary notice on the Software.
the date that the Software was first issued at no (f) You may not, and may not enable others to, copy
additional cost to you. All other Fees are as set out in (except as expressly permitted by this
clause 6. Agreement), modify, edit, decompile, reverse
2.3 Gallagher will, or will procure your Channel Partner to, engineer, disassemble, attempt to derive the
provide the Product Documentation to you. source code of, decrypt, modify, or create
3. Software Licence derivative works of the Software or any services
3.1 In consideration of the receipt of the Software Purchase provided by the Software (including the Electronic
Price and subject to you complying with the terms of Key(s)). Nothing in this Agreement will give you or
this Agreement, you are granted a non-exclusive, non- any other person any right to access or use the
transferable, royalty-free license to use the Software at source code of the Software.
the Site(s). (g) You will use the Software in compliance with all
3.2 You acknowledge and agree that: applicable laws, including local laws of the
(a) You own or lease or otherwise have the right to country or region in which you reside or in which
use the Software at the Site(s). you obtained or use the Software.
(b) You will use the Software in accordance with the 3.3 You must be correctly licensed for the use of the
Product Documentation. Software at all times and must immediately notify
(c) You may only install and use one copy of the Gallagher or your Channel Partner if the actual licensing
Software in live production for each Site and one varies without our approval. You may elect at any time
copy for a test environment for the purposes of to carry out a Security Health Check to identify the
evaluating software or system updates. This number of Gallagher products and your use of the
license does not allow the Software to exist on Software at your Site. Separate terms and conditions
more than one server and/or in more than one will apply.

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3.4 You acknowledge that Gallagher may require, by notice (b) for Software Maintenance Services, a non-
to you in writing, that a Software update is installed by refundable Maintenance Fee payable within 30
you if required to resolve any potential security days of the commencement of the current Annual
vulnerabilities or performance issues. If you elect to Maintenance Year.
not install a Software update or release, this may affect 6.2 You will pay the applicable Fees directly to Gallagher or
your entitlement to Software Maintenance Services. to the Channel Partner, as applicable.
3.5 You must take all necessary steps to ensure that your 6.3 In the absence of specific payment terms, you will pay
employees, contractors and agents comply with your any other Fees payable within 30 days of the date of an
obligations set out in this Agreement in relation to their invoice issued by Gallagher or the Channel Partner
use of the Software. without deduction or set off. Please note that no
4. Third Party Products and Software additional fees are payable for the Care Plan Services
4.1 Any third party products supplied by Gallagher in and the Care Plan Services will be provided to you free
relation to this Agreement are not warranted or of charge (provided you have paid the Maintenance Fee
guaranteed in any way by Gallagher. for that period).
4.2 Third Party Software supplied by Gallagher to you 6.4 Gallagher or the Channel Partner may increase the
under this Agreement is strictly subject to the terms Maintenance Fee with effect from the commencement
and conditions in the applicable software licence of the next Annual Maintenance Year. If for any reason
agreement relating to such Third Party Software. an annual increase is missed, Gallagher reserves the
4.3 In addition, third parties may integrate other products right to recover such increase in a subsequent annual
to interface with the Software. Gallagher will not be increase.
responsible or liable for any features, content or 6.5 If you fail to pay the Maintenance Fee, we will cease to
services provided through any third party products. We provide Software Maintenance Services for the
do not provide any warranty regarding the applicable Annual Maintenance Year. You will also no
compatibility or continued compatibility of third party longer be eligible to receive the Care Plan Services.
products with the Software, except as expressly stated 6.6 You may elect a renewal date for the Software (being
in our warranty policy. We make no representation or the “Common Renewal Date”) by notice in writing to
warranty, endorsement or guarantee for any third party Gallagher. In such circumstances, the Maintenance Fee
products or any content on those applications. for that Site will be calculated on a pro rata basis up to
5. Data the next anniversary of the Common Renewal Date
5.1 The output of the Software (the “Data”) is owned by 7. Warranties
you. 7.1 Gallagher warrants that:
5.2 You acknowledge that Gallagher may collect, store and (a) the provision of the Software and your use of the
use the Data, including personal information, and any Software in accordance with this Agreement will
other information provided by you in connection with not infringe any third party’s intellectual property
this Agreement for the purposes of this Agreement and rights;
you provide a royalty-free, perpetual and irrevocable (b) for a period of 90 days from the date of
licence for us to use the Data, including for ongoing installation, the Software will in all material
development and enhancement of our Software, add respects provide the functionality specified in the
on services and other related uses. This may include then current Product Documentation;
using personal information to contact your employees, (c) the Services it provides under this Agreement will
contractors and agents regarding Software updates or conform to generally accepted industry standards
other relevant information. for such Services (but does not warrant that such
5.3 Each party must comply with applicable privacy and Services or resulting work product will be error
data laws relating to personal information. You free).
acknowledge that you will ensure that you have 7.2 Other than the warranties set out in clause 7.1 above,
obtained all necessary consents relating to Gallagher’s Gallagher gives no warranty or representations in
collection, storage and use of Data and any personal relation to the Software and the Services, including as
information provided by you to Gallagher in accordance to description, quality, or fitness for any particular
with this Agreement. purpose, and all such warranties expressed or implied
5.4 You must immediately notify us on becoming aware of by law, to the extent permissible by law, are excluded.
any breach or potential breach of your obligations Gallagher does not warrant that the functions
under this clause. contained in the Software will meet your business
6. Fees requirements or that the operation of the Software will
6.1 The Fees payable by you are as follows: be uninterrupted or error free.
(a) for the Software Licence, the Software Purchase 7.3 If the Software does not comply with 7.1(b) above then,
Price; and to the extent permitted by law, Gallagher’s sole liability

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will be to rectify any defect as part of the Software (c) you will not in any circumstances admit liability or
Maintenance Services. make any agreement or settlement in relation to
8. Intellectual Property the claim without the prior written consent of
8.1 You acknowledge and agree that Gallagher owns and Gallagher.
exclusively retains all right, title and interest in the 9.3 You agree to indemnify and hold Gallagher harmless
intellectual property rights in the Software, including from any loss, damage, claim or demand, whatsoever
copyright and all source and object codes, software and that it may suffer in connection with or arising out of
screen displays, associated packaging and the negligence or non-compliance with this Agreement
documentation (including the Electronic Key(s)), trade by you or your directors, officers, employees,
names or trademarks (whether registered or not), contractors or agents.
patents, registered designs, Confidential Information 10. Exclusion of Liability
and trade secrets and any enhancements, additions or 10.1 To the extent permitted by law, if Gallagher becomes
modifications of such intellectual property rights (the liable for any amount under or in relation to this
“Intellectual Property”). This Agreement does not Agreement, its total liability is limited to:
confer on you any rights in the Intellectual Property. (a) during the first year, an amount equivalent to the
8.2 You agree that you will not at any time question, sum of the Software Purchase Price; and
dispute or challenge Gallagher’s ownership of or rights (b) for subsequent periods, the amount equivalent to
to the Intellectual Property or assist any third party to the sum of the Maintenance Fee paid by you in
do so. the 12 months immediately preceding the event
9. Indemnity giving rise to the claim.
9.1 Gallagher will indemnify you for any costs or damages 10.2 Gallagher will not in any circumstances be liable to you
awarded by a court against you arising from a breach of or to your directors, officers, employees, contractors or
the warranty in clause 7.1(a) and any reasonable legal agents for any loss or damage caused by:
expenses incurred by you in relation to the breach, (a) your use of the Software other than the latest
provided that you have: release of the Software;
(a) used the Software in accordance with the Product (b) any Third Party Software or third party products;
Documentation and any other instructions or (c) any failure or defect in any hardware or
information provided by us or a Channel Partner; equipment (other than Gallagher hardware,
(b) you have not modified or altered the Software which is subject to Gallagher’s warranty terms
without our prior written authorisation or used and conditions);
the Software in conjunction with third party (d) accidental errors or other matters beyond
equipment not approved by Gallagher; Gallagher’s reasonable control (including the
(c) used reasonable endeavours to mitigate such operation and security of your internet).
expenses and have complied with your 10.3 The limitations on liability in this clause 10 do not apply
obligations as set out in this Agreement, including in relation to liability relating to any wilful act or
clause 9.2; and omission or fraud by Gallagher.
(d) promptly notified Gallagher of the claim in 10.4 Notwithstanding any provision of this Agreement,
writing; and neither party will have any liability or responsibility to
(e) provided Gallagher with all reasonable assistance the other party for any indirect or consequential loss
requested, at Gallagher’s cost, in relation to the whether or not a party had been made aware of the
claim. possibility of such loss. Gallagher will not be liable in
9.2 You agree that, if there is a third party infringement any circumstances for any loss of profits, business,
claim relating to the Intellectual Property: revenue, goodwill or anticipated savings, loss of use or
(a) Gallagher may, at its election: production or loss or corruption of data relating to this
(i) secure the rights for you to continue to use Agreement.
the Software; or 10.5 No action arising out of this Agreement may be brought
(ii) replace or modify the Software so that the by either party more than 12 months from the date of a
Software or the use of the Software does not party becoming aware of the event causing loss.
infringe the intellectual property rights of any 11. Confidentiality
other person (provided such replacement or 11.1 Each party will:
modification does not materially impact the (a) keep the Confidential Information of the other
functionality of the Software); or party (the “Disclosing Party”) strictly confidential
(iii) if the above paragraphs are not commercially and not disclose the Confidential Information to
reasonable, terminate this Agreement. third parties, except as expressly provided in this
(b) Gallagher will have the right to conduct the whole clause 11;
or any part of the defence; and (b) only disclose Confidential Information to its
employees, consultants or professional advisers

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(and, in the case of Gallagher, its Channel 12.5 Either party may terminate the Software Maintenance
Partners) for a proper purpose; and Services without cause by giving not less than 30 days’
(c) take reasonable security measures to keep the notice in writing prior to and to take effect at the end of
other party’s Confidential Information each Annual Maintenance Year. You will be entitled to
confidential. continue to use the Software following termination
11.2 The restrictions in this clause do not apply to the extent under this clause 12.5. If you elect to terminate the
that any Confidential Information is required to be Software Maintenance Services, Gallagher will have no
disclosed by any law or regulation. If you are required obligation to refund any Maintenance Fees already paid
to disclose Gallagher’s Confidential Information under by you.
this clause, you must provide as much notice as 12.6 Clauses 5, 7 to 12 and 14.8 of this Agreement shall
practicable to Gallagher and must comply with survive any such termination.
Gallagher’s reasonable requests regarding such 13. Force Majeure
requirement. 13.1 Neither party will be liable to the other party for a
11.3 Upon termination of this Agreement, the receiving failure to perform its obligations under this Agreement,
party of Confidential Information will, at the disclosing other than payment obligations, to the extent that such
party’s request, return all Confidential Information performance is prevented by a Force Majeure Event.
provided to it under this Agreement. 14. General
11.4 You agree that Gallagher may use your licensing of the 14.1 If you wish to send a notice to Gallagher under this
Software (including using your Site and organisation Agreement, Gallagher’s notice details are as follows:
name) for marketing and promotional purposes, unless Gallagher Group Limited
you advise Gallagher in writing and such notice is sent 181 Kahikatea Drive
to [email protected] or Security Marketing, Hamilton
Gallagher Group Limited, 181 Kahikatea Drive, New Zealand
Hamilton, New Zealand. Neither party may otherwise Attention: General Counsel / COO - Security
advertise or publicly announce any matter relating to Email: [email protected] /
this Agreement without the prior written consent of the [email protected]
other party. 14.2 This Agreement constitutes the entire agreement
12. Termination between you and Gallagher relating to the Software
12.1 Either party may terminate this Agreement Licence and provision of the Services and supersedes
immediately by notice in writing if: any prior arrangement or understanding, whether
(a) the other party commits a material breach of this written or oral, relating to the subject matter of this
Agreement that is incapable of remedy; Agreement.
(b) the other party commits a material breach of this 14.3 The failure by either party to require strict performance
Agreement capable of remedy (which includes a by the other of any of the provisions of this Agreement
failure to pay) and fails to remedy that breach shall not waive or diminish the rights of that party
within 30 days of written notice of the breach by under this Agreement.
the non-defaulting party; 14.4 If any provision of this Agreement is declared invalid,
(c) the other party becomes subject to an Insolvency the remaining provisions of this Agreement will
Event. continue to apply.
12.2 If this Agreement is terminated as a result of material 14.5 Gallagher may assign or novate any or all of its rights or
breach or an Insolvency Event by you, all outstanding obligations by providing you with 30 days’ prior notice
Fees will be immediately due and payable by you to of any such assignment or novation.
Gallagher. 14.6 If you sell or cease leasing the Site, you will be
12.3 Gallagher may terminate this Agreement by giving responsible to novate your rights and obligations under
written notice to you if it ceases to offer the Software this Agreement to the new owner or lessee of the
as a Gallagher product. In such circumstances, Site(s). We consent to the novation of this Agreement
Gallagher will endeavour to provide at least 3 months’ to the new owner or lessee of the Site.
written notice to you. 14.7 No amendment or modification of this Agreement will
12.4 If this Agreement terminates, you must cease, and must be binding unless signed by an authorised
ensure your directors, officers, employees, contractors representative of each party. Any translation of this
and agents cease, all use of the Software, Product Agreement is done for local requirements and in the
Documentation and Services, remove all copies of the event of a dispute between the English and any non-
Software from your equipment and promptly return to English versions, the English version of this Agreement
Gallagher all copies of the Product Documentation and will prevail.
any other information made available to you by 14.8 This Agreement will be governed by the laws of New
Gallagher or the Channel Partner. The Software License Zealand and under the exclusive jurisdiction of the
will terminate upon termination of this Agreement. courts of New Zealand.

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15. Definitions and Interpretation Services means, as applicable, the services provided by
15.1 In this Agreement, unless the context requires Gallagher from time to time under this Agreement
otherwise: (excluding the License and Software Maintenance
Agreement means this agreement, including all Services).
Schedules. Site(s) means the physical sites at which the Software is
Annual Maintenance Year or Maintenance Period installed.
means the period of one year (or such period as agreed Security Health Check means the Gallagher tool
by Gallagher in writing) commencing on: available to assess your Gallagher security system.
(a) the date that is one year from the date that the Software means the Gallagher Command Centre and
Software was first issued; or optional licensed software features/interfaces for
(b) if you have elected a Common Renewal Date, the which Gallagher has provided you an Electronic Key,
Common Renewal Date; and including the software which can be downloaded by
(c) each subsequent anniversary of the above you to selected Gallagher hardware devices and any
applicable date. applications provided by Gallagher from time to time.
Care Plan means the ‘Gallagher Care Plan’, as may be Software Licence means the licence to use the
updated from time to time and as detailed at Software granted under this Agreement as set out in
https://security.gallagher.com/gallagher-care-plan. clause 3.
Care Plan Services means those Care Plan Services Software Maintenance Services means those
described in Schedule 1. maintenance services described in Schedule 1.
Channel Partner means Gallagher’s distributor engaged Software Purchase Price means the purchase price paid
in respect of the Site(s). to the Channel Partner for this Software installed at the
Common Renewal Date has the meaning given to that relevant Site(s).
term in clause 6.6. Third Party Software means software provided by
Confidential Information means any and all Gallagher for which the licence is granted by a third
information, regardless of how the information is party.
stored or delivered, exchanged between the parties You means your organisation and includes your
before, on or after the date of this Agreement, successors and approved assigns.
excluding where: 15.2 In this Agreement, unless the context requires
(a) the information is publicly available or rightfully otherwise:
received by a party from a third party without (a) clause and other headings are for ease of
restriction and without breach of any obligation reference only and do not affect the
of confidentiality; or interpretation hereof;
(b) the information was developed by the receiving (b) the singular includes the plural and vice versa and
party independently of the information disclosed words importing one gender include the other
by the disclosing party. genders;
For the avoidance of doubt, the terms of this (c) a reference to a clause or a Schedule is to a clause
Agreement are Confidential Information of Gallagher. or Schedule of this Agreement;
Electronic Key means the unique license file provided (d) including does not imply any limitations;
by Gallagher or a Channel Partner to you that unlocks (e) a reference to any document, including this
the Software at the Site(s). Agreement, includes a reference to that
Fees means all applicable fees payable by you under document as amended or replaced;
this Agreement. (f) any reference to “approval”, “consent”,
Force Majeure Event means any event reasonably “authorisation” or any other similar terms means
beyond the control of a party. the approval, consent or authorisation of
Intellectual Property has the meaning given to that Gallagher at its sole and absolute discretion.
term in clause 8.1.
Maintenance Fee means the annual fee payable for the
Software Maintenance Services as notified to you by
Gallagher or a Channel Partner in writing from time to
time.
Product Documentation means the Gallagher
Command Center User Guide (3E2732), as may be
updated from time to time.
Site Contact means the end user site contact e-mail
captured within the ‘New Site Configuration Form’, as
may be updated from time to time by notice to us or to
your Channel Partner.

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Schedule 1 - Services months (in multiples of 12 months) only by agreement

in writing by Gallagher.
1. Software Maintenance Services 1.5 Reinstatement: If you terminate the Software
1.1 Software Maintenance Services: Subject to clause 1.2, Maintenance Service and you subsequently wish to
Gallagher will in respect of Software for the duration of reinstate those Software Maintenance Services, a
the Maintenance Period: renewal fee will be payable and will be calculated as
(a) implement any updates (major or minor) of the the Maintenance Fee for the then current Annual
Software and Product Documentation; and Maintenance Year calculated at the then current rate,
(b) log and manage any Software defects reported by plus the Maintenance Fee that would otherwise have
you or a Channel Partner to Gallagher and use been payable for the entire period from the
reasonable endeavours to correct any defects; termination by you.
and
(c) provide other related services as advised to you 2. Care Plan Services
from time to time, 2.1 Care Plan Services: Subject to clause 2.2 to 2.5,
(“Software Maintenance Services”). Gallagher will, for the duration of the Maintenance
1.2 Conditions: The provision of Software Maintenance Period, also provide you with Care Plan Services for no
Services to your Site/s is conditional on: additional fee. The Care Plan Services offered as well as
(a) you having a currently supported release of the the Care Plan terms and conditions are accessible and
Software installed at all of your Sites (where detailed at
“supported release” means versions and https://supportzone.security.gallagher.com/End-
platforms per the Supported Command Centre User_Knowledge_Centre/Gallagher_Care_Plan.
Versions and Operating Platforms (3E4818); 2.2 Conditions: The provision of Care Plan Services to your
(b) the Software being in the form in which it was Site/s is conditional on the conditions noted at clause
supplied and/or updated and/or upgraded by 1.2 above and subject to clause 1.4 to 1.5. For the
Gallagher; avoidance of doubt, the conditions noted at clause 1.2
(c) the Software having been and being used at all are repeated in this clause 2.2.
times in a proper manner and in accordance with 2.3 Rights Reserved: Notwithstanding clauses 2.1 and 2.2
the instructions and manuals supplied by above, Gallagher may in its sole discretion withdraw
Gallagher; the Care Plan Services without reason by giving notice
(d) the non-refundable Maintenance Fee being paid to you. This notice may be made to you at any time
for the relevant Maintenance Period. during any current Maintenance Period.
If we have not received payment of the Maintenance 2.4 Term: Care Plan will be provided for the Maintenance
Fee within 120 days following the commencement of Period provided there is active Software Maintenance
the next Maintenance Period, we will notify your and the Maintenance Fee has been paid for the
nominated Site Contact of the services cancellation. relevant Maintenance Period. The Care Plan will be
1.3 Rights Reserved: Notwithstanding clauses 1.1 to 1.2 automatically renewed for a further period of not less
above: than 12 months on the expiry of a Maintenance Period,
(a) Gallagher reserves the right to release new subject to payment of the relevant Maintenance Fee or
optional features and interfaces to the Software notice under clause 12.5. The Maintenance Period can
as new chargeable products that you may elect to be longer than 12 months (in multiples of 12 months)
purchase. only by agreement in writing by Gallagher.
(b) Gallagher may in its sole discretion withdraw 2.5 Reinstatement: Access to the Care Plan will terminate
optional feature(s) and interface(s) for whatever if you terminate the Software Maintenance Service.
reason by giving notice to you. This notice may be Access to the Care Plan will only be provided if you
made to you during any current Maintenance subsequently wish to reinstate the Software
Period. Software Maintenance Services for the Maintenance Services, a renewal fee will be payable
feature(s) and interface(s) notified under this and will be calculated as the Maintenance Fee for the
clause will cease from the expiry of the then then current Annual Maintenance Year calculated at
current Maintenance Period (unless it is not the then current rate, plus the Maintenance Fee that
feasible for Gallagher to continue to provide would otherwise have been payable for the entire
Software Maintenance Services). period from the termination by you.
1.4 Term: Software Maintenance will be provided for the
Maintenance Period and will be automatically renewed
for a further period of not less than 12 months on the
expiry of a Maintenance Period, subject to payment of
the relevant Maintenance Fee or notice under clause
12.5. The Maintenance Period can be longer than 12

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3. Other Services
3.1 Gallagher may provide other Services to you relating to
the Software for a fee to be agreed between the
parties.
3.2 Customisations, integrations and interfaces are not
included in this Agreement. Additions of these items
will be addressed in a separate agreement (including
any customised software maintenance) and may incur
additional Fees.

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