2. Billing Account means the account nominated by You on the Direct Debit Request which Membership Fees will be debited.

2.1. Panoptic means Panoptic Solutions Pty Ltd ACN and includes their heirs, agents, representatives, officers, directors, shareholders, employees, contractors, heirs, successors and assignees;

a. PWSPG means the Paradise Waters Security Patrol Group that Panoptic provides the Services, and to which Your membership entitles You to receive the Services;

b. Membership Rules means the rules members of the PWSPG Group as outlined in clause 5 of this agreement or amended from time to time and notified to You;

c. Direct Debit Request means the document permitting the third party payment provider to provide the direct debit facility in respect of payment of the Membership Fee from Your Billing Account;

d. Member means a member of the PWSPG Group, and for the purposes of this Agreement, includes references to You;

e. Membership Fee means the amount payable pursuant to this Agreement and as selected by You in the Payment Option (as specified in the Application Form), which for the avoidance of doubt may increase or decrease by written notice to You, in Panoptic’s discretion, acting reasonably;

f. OPTION 1 (Month to Month) means the month to month option for membership to the PWSPG, payable on a monthly basis in advance, for the amount as specified in the Application Form

g. OPTION 2 (Upfront Yearly Payment) means the annual payment option for membership to the PWSPG, payable in one upfront fee in advance for a 12 month period, commencing on the date of this agreement, for the amount as specified in the Application Form.

h. Privacy Policy means the Panoptic privacy policy available on request.

i. Services means the security patrol services dedicated to the Paradise Waters enclave using qualified licensed security staff as well as general purpose security canines to undertake the following tasks:

(i.) regular patrols;

(ii.) rapid response; and

(iii.) visible deterrence.

j. Terms means these terms and conditions; and

k. You and Your means the person specified in the Application Form.

3. Application of Terms

3.1. These Terms together with the Application Form which these Terms are attached (or in which these Terms are referred), the PWSPG Rules and the Direct Debit Request together make up a legally binding agreement (“the Agreement”) between Panoptic and the Member. This Agreement is binding on the Member by signing and returning the Application Form to Panoptic or otherwise accepting these Terms by any other electronic means.

3.2. You agree that prior to submitting the Application Form, You have read and agreed to these Terms.

3.3. You acknowledge and agree that You have not relied on any representations made to You prior to or at the time of entering into this Agreement.

3.4. Submission of the Application Form does not guarantee membership. Panoptic reserves the rights to reject any Application Form, or otherwise restrict, suspend or terminate an existing membership in circumstances where Panoptic is of the reasonable opinion that You are in breach of the PWSPG Rules, or for any other reason in its reasonable discretion.

4. Membership Subject to the terms of this Agreement, Members are entitled to receive the Services so long as the Member continues to comply with its obligations set out in this Agreement, or any reasonable future changes to any documents contemplated by this Agreement (as notified to Members.)

4.2. Members are not entitled to transfer their membership.

4.3. To the extent permitted by law, Members acknowledge and agree that Membership Fees are non-refundable, including for the avoidance of doubt, instances of nonusage by the Member.

4.4. Members must ensure that their contact details, including Billing Accounts, are current at all times and must notify Panoptic of any change to Members’ details.

4.5. Members acknowledge that the Services are only provided within the Paradise Waters enclave, and the Member agrees that Panoptic will not provide any Services to a Member while the Member, or their property is situated outside of the enclave.

5. Membership Fee By entering into this Agreement You agree to pay all Membership Fees for the respective period of Your Membership in advance (i.e. Monthly in advance or annually in advance.)

5.2. You acknowledge and agree that Panoptic operates a cashless business, with payment of the Membership Fee to be made by way of either:

a. Recurring monthly payment in the event You elect OPTION 1 (Month to Month); or

b. in the event You elect OPTION 2 (Upfront Yearly Payment), a direct debit from Your Billing Account. You further acknowledge and agree that Panoptic uses a third party direct debit billing provider (such as Stripe, DebitSuccess, Ezidebit) and You will be required to complete the Direct Debit Request of that third party billing provider to allow deductions from Your Billing Account by the third party provider on a monthly basis, when entering into this Agreement.

5.3. If applicable, the Direct Debit Request in clause 5.2.b will continue until Your membership is terminated or cancelled in accordance with the terms of this Agreement.

5.4. You consent to Panoptic providing Your personal information to the third-party direct debit billing provider as referred to in clause 5.2.

5.5. Furthermore, You also acknowledge and agree that Panoptic may change its third party payment provider during the term of this Agreement. In the event the payment provider changes, Panoptic or the current payment provider may assign or novate the Direct Debit Request to a new payment provider, in which case You consent to Panoptic or the current payment provider providing Your personal information to the new payment provider

5.6. Panoptic may recover from You any merchant or other fees Panoptic may incur as a result of any costs incurred by or charged to Panoptic as a result of any method of payment by You of the Membership Fee (including any charges from the third party payment provider.)

5.7. Panoptic reserves the right to charge You a reasonable processing fee being the reprocessing fee in the event of dishonour of Your direct debit or any failed payment.

5.8. Members will not receive the Services or Services will be suspended unless and until all outstanding Membership Fees together with any fees incurred by Panoptic are paid up to date.

5.9. You must not do anything that will result in the closure or cancellation of the Billing Account without taking appropriate steps to update Your Billing Account with Panoptic. You will remain liable to Panoptic for any unpaid Membership Fees or any additional fees incurred by Panoptic in this regard.

6. CCTV Surveillance

6.1. For safety purposes of Panoptic staff, You acknowledge and agree that you consent to provide Panoptic any recorded security footage that may be recorded as a from any recording device installed on or within Your Premises only in the event that one of our staff is injured or harmed when providing the Services to You, and You understand that Panoptic will only use any images or recordings in accordance with its Privacy Policy.

7. Property

7.1. You agree that the Services provided by Panoptic in the PWSPG cannot prevent any loss or damage to Your property or death or injury of any person and Panoptic is not liable to You for any property that is lost, damaged or stolen while You are a Member of the PWSPG.

8. Termination and Cancellation

8.1. OPTION 1 (Month to Month): You may terminate Your membership at any time on the provision of one (1) month prior notice in writing to Panoptic, and You will no longer incur any financial obligations after the expiration of that period. You may continue to receive the Services for any period that You have paid in advance (and includes Your notice period) but will cease once that period expires. You may be required to complete any forms reasonably required by Panoptic to confirm cancellation of your membership.

8.2. OPTION 2 (Upfront Yearly Payment): Upon expiry of 12 months from the date that you sign the Application Form, this Agreement will automatically terminate. In order to continue Your membership with the PSWPG You will be required to elect to renew the Agreement by signing a renewal or new agreement with Panoptic prior to the expiry of this Agreement, on the terms and conditions as currently required by Panoptic. You acknowledge in the event that this Agreement is not renewed, or a new agreement is not signed with Panoptic for a period following the expiry date, You will no longer receive the Services after termination of this Agreement.

9. PWSPG Rules

9.1. To ensure Panoptic is able to provide a high level of service and in a safe, healthy and pleasant environment, You acknowledge and agree that You must at all times comply with the PWSPG Rules.

9.2. Failure to comply with the following PWSPG Rules may result (at Panoptic sole discretion), in the restriction, suspension or termination of Members’ membership:

a. You must not engage in conduct that is abusive, improper, harmful, threatening, endangers others or is otherwise not in the best interests of staff or other Members;

b. You will be entitled to join the WhatsApp chat group for the exclusive use of Members. Your use of the WhatsApp chat group is subject to the following rules:

(i.) only use the WhatsApp group for discussions that relate to the PWSPG and the Paradise Waters enclave, and for no other purpose (i.e. no marketing/advertising to other Members);

(ii.) posts are not to be related to religion, politics, racial or ethnic backgrounds;

(iii.) abuse or threating of other Members in the WhatsApp group will not be tolerated under any circumstances.

c. You have breached any provision of this Agreement;

d. You relocate from the Paradise Waters enclave and Panoptic is unable to provide the Services to You; or

e. You have failed to make payment of any Membership Fees or any other fees payable under this Agreement.

10. Effect of Termination

10.1. In the event that Your membership is terminated in accordance with clause 8 or 9, then from the date of termination:

(i.) All Services to You will cease; and

(ii.) You will remain liable for all financial obligations due to Panoptic under this Agreement up to and including the termination date. Any monies that are outstanding become immediately due and payable. You authorise Panoptic to deduct the amount outstanding from any monies You have paid in advance, which may otherwise be payable to You. If there is a shortfall, You must pay the balance of the amount owing immediately; and

(iii.) You will no longer be permitted to access the PWSPG WhatsApp group.

10.2. Termination or expiration of this Agreement is without prejudice to the rights of each party against the other in respect of anything done or omitted under this Agreement prior to such termination or expiration. Release and Indemnity Panoptic acknowledges that the Australian Consumer Law contains certain guarantees for the supply of goods or services that cannot be excluded, restricted or modified by this Agreement. Nothing in this Agreement is intended to exclude or restrict the application of such laws.

11.2. To the extent permitted by the law, You hereby release and hold harmless Panoptic and their staff from any expenses, costs, liabilities, claims, actions, proceedings, demands, damages, judgments and losses of any kind whatsoever (including consequential and economic losses, property loss/damage and damages for injury, including personal injury and death) (Losses) incurred or suffered by You and which arise out of, are caused by, are attributable to or result from Your participation in any activity in the PWSPG.

11.3. To the extent permitted by the law, You indemnify Panoptic and their staff against any Losses incurred or suffered by any of them which arise out of, are caused by, are attributable to or result from any breach of this Agreement, breach of any warranty or any wrongful or negligent act or omission by You.

11.4. The release and indemnity contemplated in this clause 1111.4 does not apply where any Losses are caused by the gross negligence of Panoptic.

12. Applicable Law The parties expressly agree that this Agreement will be governed by and interpreted in accordance with the laws of the State of Queensland. The parties submit to the jurisdiction of the State of Queensland and its courts.

13. Privacy and Collection of Personal Information Panoptic may collect and use Members’ personal information for the following purposes including without limitation:

a. to process and administer Your dealings as a Member;

b. to provide You with the Services and assisting You with further relevant information; and

c. to administer the transactions contemplated by this Agreement, including but not limited to processing any direct debit requirements with any third party payment provider.

13.2. Panoptic will generally:

a. use personal information provided to it for the purposes relating to these Terms;

b. use personal information collected by it in accordance with the Privacy Act 1988 (Cth) and otherwise in accordance with its Privacy Policy; and

13.3. not sell, trade, give or pass on to any third party any personal information unless such a disclosure is contemplated by and directly related to the purpose outlined by these Terms, or the Member consents to such a disclosure or such disclosure is required by law.

13.4. You authorise Panoptic to disclose Your personal information to third party contractors and service providers that assist Panoptic to operate its business.

13.5. You consent to Panoptic collecting, using and disclosing the personal information provided to the Panoptic on these Terms.

14. GST All amounts payable in relation to this Agreement are expressed to be exclusive of GST. If GST is payable on a taxable supply as defined in A New Tax System (Goods and Services Tax) Act 1999 (Cth) then the amount payable by the Customer for that taxable supply will be the amount expressed plus GST.

15. Non-waiver

15.1. Failure by Panoptic to enforce or delay in enforcing any right or provision of this Agreement will not constitute a waiver of such right or provision unless acknowledged and agreed by Panoptic in writing.

16. Assignment Panoptic may at any time in its absolute discretion assign this Agreement to any party

17. Variation of Terms and Conditions Panoptic reserves the right to revise and amend these Terms from time to time to reflect changes in market conditions affecting the membership, changes in technology, changes in payment methods, changes in relevant laws and regulatory requirements or any other reason determined by Panoptic, acting reasonably.

18. Electronic Communications In addition to delivery in person, the parties agree to communicate via email, messaging services, or other electronic communication. Panoptic accepts no liability for any direct, indirect, special, consequential or other losses or damages of whatsoever kind arising out of any electronic transmission, access to, or the use of the website or any information contained therein (including for the avoidance of doubt, any viruses, malicious computer code or other forms of interference which may damage Your computer system). You agree to take Your own precautions to ensure that submitting and receiving electronic communications does not expose You to risk and contains appropriate protection to prevent damage to Your computer system caused by viruses, malicious computer codes or other forms of interference.

19. IP ownership In consideration of Panoptic granting You a membership, You:

a. acknowledge and agree that photographs or audio or video recordings containing the image, voice or likeness (Recordings) of You may be taken, captured or made by Panoptic or any officer, director, employee, agent, subcontractor or volunteer of Panoptic (Personnel), such as through the use of body cameras, dash cam footage or other video or audio recordings;

b. give unconditional and irrevocable consent for Panoptic and its Personnel to use the Recordings and any information previously provided by you to Panoptic (including any photographs or other content) (Content) in perpetuity without restriction as to changes or alterations, and to disclose any of your personal information that is contained in any Recording or Content, to any person and via any medium for the sole purpose of providing the Services to the Members and to assist police in any investigations ;

c. acknowledge and agree that you are not entitled to any remuneration, royalties or any other payment from Panoptic in respect of the use of any Recordings or Content under this clause;

d. acknowledge and agree that as between yourself and Panoptic, Panoptic is the sole legal and beneficial owner of all intellectual property rights in and attaching to any Recordings and consent on an irrevocable, worldwide and perpetual basis, to the infringement of all moral rights you may have in and to any such Recordings; and

e. acknowledge and agree that Panoptic may assign or transfer the benefit of the consent given under this clause 19 to any person.

20. General If any part of these Terms (including any provision, part, paragraph, phrase or word) is illegal, invalid or unenforceable it will be read down so far as necessary to give it a valid and enforceable operation or, if that is not possible, it will be severed from these Terms, but the remaining provisions will remain in full force and effect.

20.2. In these Terms, unless the contrary intention appears:

a. a person includes a corporation, unincorporated association, partnership, joint venture or public, statutory or governmental association or agency;

b. a statute or regulation includes an amendment, replacement or re-enactment of that statute or regulation;

c. a reference to dollars is to Australian Dollars;

d. the word “including” and similar expressions are not words of limitation;

e. a reference to conduct includes any omission and any statement or undertaking, whether or not in writing; and

f. where an act is to be performed on a day that is not a Business Day, the act will be required to be performed on the following Business Day.

20.3. Any notice in connection with these Terms will be deemed to have been duly given when made in writing and delivered or sent by post or email to the party to whom such notice is intended to be given, at the address or email address of that party in the Application Form or to such other postal address or email address as may from time to time be notified in writing to the other party.

20.4. These Terms contain the entire agreement of the parties with respect to its subject matter and may only be amended in writing.

20.5. These Terms do not create a relationship of agency, partnership, joint venture or employment between the parties. Neither party has any authority to act for or incur any liability or obligation on behalf of the other party in any manner.