Privacy Policy 

Terms & Conditions

1.Interpretation and definitions Interpretation In the interpretation of this Agreement: (a)references to legislation or provisions of legislation include changes or re-enactments of the legislation and statutory instruments and regulations issued under the legislation; (b)words denoting the singular include the plural and vice versa, words denoting individuals or persons include bodies corporate and vice versa, words denoting one gender include all genders and references to documents or agreements also mean those documents or agreements as changed, novated or replaced; (c)grammatical forms of defined words or phrases have corresponding meanings; (d)parties must perform their obligations on the dates and times fixed by reference to the capital city of New South Wales; (e)reference to an amount of money is a reference to the amount in the lawful currency of the Commonwealth of Australia; (f)If the day on or by which anything is to be done is a Saturday, a Sunday or a public holiday in the place in which it is to be done, then it must be done on the next business day; (g)references to a party are intended to bind their heirs, executors, administrators, successors and assigns; and (h)obligations under this Agreement affecting more than one party bind them jointly and each of them severally. (i)In the event of any inconsistencies between this Agreement and the Quote, the information in the Quote will prevail to the extent of the inconsistency but have not further effect on this Agreement, unless otherwise agreed. Definitions Confidential Information means, with respect to a party to this Agreement: (a)all trade secrets, know-how and financial information, customer names, sales figures, employee details, pricing methodologies, and any other commercially sensitive information relating to each party’s internal operations, plans, policies, and practices and transactions in whatever media; (b)other information identified in writing as confidential by either party; and (c)translations, enhancements, corrections, modifications, derivative works, copies, forms, embodiments and additions of and any of the foregoing. Force Majeure Event is any event or circumstance or combination of events and circumstances which is: (a)beyond the control of the Supplier and is not a risk for which the Supplier is responsible under this Agreement; and (b)cannot, or the effects of which cannot, be prevented, overcome or remedied by the exercise by the Supplier of a standard of care and diligence expected of the Supplier. Insolvent means, with respect to the Client and the Supplier: (a)it is insolvent as defined by the Corporations Act 2001; (b)it is in receivership, in receivership and management, in liquidation, in provisional liquidation, under administration or wound up or has had a receiver appointed to any part of its property; (c)it is subject to any arrangement, assignment, moratorium or composition, protected from creditors under any statute, or dissolved (other than to carry out a reconstruction or amalgamation while solvent on terms approved by the Supplier); (d)an application or order has been made (and, in the case of an application, it is not stayed, withdrawn or dismissed), resolution passed, proposal put forward, or any other action taken which is preparatory to or could result in any of the circumstances detailed in any of paragraphs (a), (b) and (c); (e)it is taken to have failed to comply with a statutory demand; (f)it is otherwise unable to pay its debts when they fall due; or (g)something having a substantially similar effect to any of the circumstances detailed in any of paragraphs (a) to (f) above happens under the law of any jurisdiction; Quote means the quote for services to be provided by the Supplier to the Client, sent to the Client, by way of email or otherwise, together with this Agreement. Service Fees and Charges means the fees and charges payable by the Client in respect of the Services, including, without limitation, any applicable interest charges and Taxes thereon, which are specified in the Invoice. Services means the services to be provided by the Supplier to the Client under this Agreement and in accordance with the Quote. Tax Invoice means an invoice issued by the Supplier and submitted to the Client in respect of the specified Service. 2.Acceptance The Client accepts the terms set out in this Agreement by signing and returning this document to the Supplier, or continuing to instruct the Supplier. 3.Services The Client appoints the Supplier to provide the Services as set out in the Quote. The Supplier agrees to perform the Services diligently, in the best interests of the Client, with the level of professional skill consistent with and the degree of care and skill ordinarily exercised by a professional of the Supplier’s discipline, and in accordance with all applicable laws and regulations. 4.Term The Supplier will start providing the Services on the date set out in the Quote, or as otherwise agreed with the Client. 5.Relationship The Supplier is an independent contractor and not an employee, partner, joint venture partner or agent of the Client. 6.Exclusivity and restraint Neither the Client nor the supplier are required to deal with each other on an exclusive basis in relation to the Services the subject of this Agreement. 7.Warranties To the extent permitted by law, the Supplier excludes all warranties, of any kind, in respect of the Services. The Supplier’s liability in respect of such warranties is limited to the resupply of the Services, or the payment of having the Services supplied again. 8.Liability and indemnity (a)The Client agrees to indemnify the Supplier, including their employees and any other contractors or other representatives and hold the Supplier harmless with respect to all other loss and damage, including damage to property, the site and any consequential loss, however arising, except to the extent prohibited by law. (b)The Client agrees that this Agreement indemnifies the Supplier, their employees and any of their other representatives and may be used as a complete bar to any claim, notice, demand, action, proceeding, litigation or judgement which has or may be brought by the Client against the Supplier. (c)To the extent allowed by law, the Supplier’s liability to the Client for loss or damage arising from or in relation to the Services, whether arising from breach of contract, tort (including negligence) or otherwise, is limited to the total fees payable by the Client to the Supplier for the Services. (d)To the extent allowed by law, the Supplier excludes all liability to the Client for any indirect, special or consequential loss, damages or costs, loss of profit or revenue, loss of business, business interruption, loss of Data or loss of goodwill arising from or in relation to the Services. (e)The Client agrees to indemnify the Supplier, their directors, employees and contractors from and against any liability, loss, claims, costs, damages or expenses that may result from any third-party claims arising out of or in relation to the Services and will reimburse the Supplier for all costs and expenses (including legal fees) incurred by us in connection with any such action or claim. (f)The Client is liable for any damage to the Supplier’s materials provided in the course of providing the Services. 9.Client obligations (a)The Client must: i.promptly provide the Supplier with information and access to the relevant site or location reasonably required by the Supplier to perform the Services and/or any of its obligations under this Agreement; ii.not unreasonably delay any action, approval, direction, determination or decision which is required of the Client under this Agreement or for the Supplier to perform the Services or any of its obligations under this Agreement; and iii.without limiting the foregoing, notify the Supplier of any fact, matter or thing which comes to its attention which is material to the performance of the Services or any of the Supplier’s other obligations under this Agreement. (b)The Supplier shall not be liable for any loss or damage suffered or incurred by the Client arising out of or in connection with any failure and/or refusal by the Client to perform the obligations under clause. 10.Subcontracting The Supplier may subcontract any aspect of the Services without prior notice to the Client, but the Supplier will remain responsible to the Client for all work conducted under this Agreement. 11.Invoicing and payment (a)The Client must pay the Service Fees and Charges, within 15 days of receipt of the Tax Invoice or as otherwise specified on the Invoice, by electronic funds transfer to a bank account nominated by the Supplier as set out on the Invoice, or such other method as notified by the Supplier to the Client. (b)The Supplier may require a deposit, being a percentage of the amount quoted, prior to commencing Services. Any such deposit will be applied to the Invoice upon completion. (c)Invoices are issued and in accordance with the Building and Construction Industry (Security of Payment) Act 1999 (NSW). Accordingly, if payment is not made the Supplier may enforce payment under sections 24 and 25 of the Act. (d)Payment is to be made by the Client without any set-off, counterclaim or deduction. (e)The Client must reimburse the Supplier for actual expenses reasonably and properly incurred in connection with the Services. (f)From time to time, the Client may request that the Supplier provide services to the Client that are not within the scope of the Services (“New Services”). The Supplier will discuss with the Client such request and the effect of such additional services on the existing Services, but will not be obliged to provide such services. The Client must pay for the New Services in addition to the Service Fees and Charges (“New Services Fees and Charges”). (g)The Supplier may, in its discretion, add interest charges, from the due date of any Invoice, to any past due amounts at a per annum rate of three (3) percentage points above the current RBA cash rate, compounded daily. (h)If the Supplier acts to recover its fees and charges including, but not limited to, under the Building and Construction Industry (Security of Payment) Act 1999 (NSW), the Client will be required to pay the cost of that action (including debt recovery and legal fees on a party/party basis). 12.Third party suppliers (a)The Client acknowledges that the Supplier may use products and services from other suppliers in order to provide the Services (“Third Party Products”). Third party suppliers may charge fees in addition to the fees and charges that the Client must pay to the Supplier under this Agreement. (b)Third Party Products are subject to terms and conditions and privacy notices set by the third party suppliers. The Supplier does not endorse or assume any responsibility for Third Party Products. The Supplier is not responsible for defects, delays or damages, whether direct, indirect or consequential caused by Third Party Products. 13.Termination (a) Either party may immediately terminate this Agreement: i.if the other party fails to comply with any provision in this Agreement, and they fail to remedy the breach within 14 days after receiving a notice detailing the breach; ii.if the other party becomes bankrupt or insolvent; and iii.if a Force Majeure Event continues beyond one (1) month from the date of commencement of such event. (b)The Supplier may terminate this Agreement at any time, with seven (7) days notice if: i.the Client fails to pay fees within the terms of payment; ii.the Supplier considers that a request for a service or product is inappropriate or for any improper, immoral or unlawful purpose; iii.the Client fails to provide the Supplier with clear and/or timely instructions to enable the Supplier to provide the Services; and iv.for any reason outside the Supplier’s control, which has the effect of compromising the Supplier’s ability to provide the Services within specified timeframes (c)A party may otherwise terminate this Agreement by giving thirty (30) days written notice to the other party. (d)Following termination of this Agreement, the Client must pay for the Services supplied and completed up to and including the termination date. 14.Assignment Neither party may assign this Agreement without the prior written consent of the other party. 15.Confidentiality (a) The Supplier acknowledges that it ("Recipient") may receive Confidential Information of the Client ("Disclosing Party"). The Supplier agrees: i.to keep Confidential Information confidential; ii.to disclose Confidential Information to its employees or representatives only on a 'need to know' basis; iii.to not disclose the Confidential Information to any third parties other than the Recipient’s representatives; iv.to not communicate any opinions regarding the Confidential Information to any third parties other than the Recipient's representatives; v.to not use the Confidential Information for any purposes except for the legitimate business purposes not otherwise precluded by this Agreement; vi.to not copy, reproduce, divulge, publish or circulate (or authorise or permit any other person to copy, reproduce, divulge, publish or circulate any Confidential Information). 16.Entire agreement This Agreement is the entire agreement and understanding between the parties on everything connected with the subject matter of this Agreement, and supersedes any prior understanding, arrangement, representation or agreements between the parties as to the subject matter contained in this Agreement. 17.Amendment An amendment or variation to this Agreement or the Services is not effective unless it is in writing (which may include electronically) and agreed by all parties. 18.Dispute resolution (a) The parties to this Agreement must attempt to resolve any disputes or differences between them by way of negotiation. (b) If the parties cannot resolve such dispute within thirty (30) days of when the dispute is first raised by either or both the parties (or such other time as agreed between the parties), the parties agree that the dispute should be referred to an accredited mediator agreed between the parties. If the parties are unable to agree upon a mediator, the mediator must be nominated by the current President of the Law Society or nominate in the jurisdiction of this Agreement. (c)All costs, charges and expenses incurred as a result of the parties' use of a mediator shall be borne by the parties equally. (d) The parties agree to adhere to the procedures set out in this clause before enforcing any other rights permitted by law in the resolution of any disputes under these Terms. (e)If the dispute concerns payment then this dispute will be dealt with in accordance with the Building and Construction Industry (Security of Payment) Act 1999 (NSW) 19.Waiver (a) Any failure or delay by either party to enforce a provision of this Agreement will not be interpreted as a waiver of its rights or remedies. (b)Any waiver by any party to a breach of this Agreement shall not be deemed to be a waiver of a subsequent breach of the same or of a different kind. 20.Jurisdiction This Agreement is governed by the laws of New South Wales and the parties submit to the non-exclusive jurisdiction of the courts of that State. 21.Severance If anything in this Agreement is unenforceable, illegal or void, it is severed and the rest of the Agreement remains in force. 22.Notices (a) A notice or other communication to a party must be in writing and delivered to that party or that party’s practitioner in one of the following ways. i.Delivered personally, when it will be treated as having been received on delivery. ii.Sent by pre-paid post to their address as set out in this Agreement including any Quote or invoice, and as varied from time to time by notice, when it will be treated as having been received on the third business day after posting. iii.Sent by email to their email address, when it will be treated as received when it is sent by the sender unless the sender receives a delivery failure notification that the email has not been delivered to the addressee. 23.Counterparts This Agreement may be executed in any number of counterparts each of which will be an original but such counterparts together will constitute one and the same instrument and the date of the Agreement will be the date on which it is executed by the last party.