1. Definitions
1.1 “Acknowledgment Document” means the document signed by the Client in conjunction with these Terms and Conditions of Trade and
applicable if the Contractor elects, whereby the Client acknowledges the extent and effect of the provision of security the Client provides to
the Contractor in consideration of the provision of Materials or Works.
1.2 “Client” means the person/s, entities or any person acting on behalf of and with the authority of the Client requesting the Contractor to
provide the Works as specified in any proposal, quotation, order, invoice or other documentation, and:
(a) if there is more than one Client, is a reference to each Client jointly and severally; and
(b) if the Client is a partnership, it shall bind each partner jointly and severally; and
(c) if the Client is a part of a Trust, shall be bound in their capacity as a trustee; and
(d) includes the Client’s executors, administrators, successors and permitted assigns.
1.3 "Confidential Information” means information of a confidential nature whether oral, written or in electronic form including, but not limited to,
this Contract, either party’s intellectual property, operational information, know-how, trade secrets, financial and commercial affairs,
contracts, client information (including but not limited to, “Personal Information” such as: name, address, D.O.B, occupation, driver’s license
details, electronic contact (email, Facebook or Twitter details), medical insurance details or next of kin and other contact information (where
applicable), previous credit applications, credit history) and pricing details.
1.4 “Contract” means the terms and conditions contained herein, together with any quotation, order, invoice or other document or amendments
expressed to be supplemental to this Contract.
1.5 “Contractor” means Kale Bissett T/A Illuminate Gardens, its successors and assigns or any person acting on behalf of and with the
authority of Kale Bissett T/A Illuminate Gardens.
1.6 “Cookies” means small files which are stored on a user’s computer. They are designed to hold a modest amount of data (including
Personal Information) specific to a particular client and website and can be accessed either by the web server or the client’s computer. If the
Client does not wish to allow Cookies to operate in the background when ordering from the website, then the Client shall have the right to
enable / disable the Cookies first by selecting the option to enable / disable provided on the website, prior to making enquiries via the
website.
1.7 “GST” means Goods and Services Tax as defined within the “A New Tax System (Goods and Services Tax) Act 1999” (Cth).
1.8 “Intended Use” means an associated product and the use thereof, for which the product is intended to be, or is reasonably likely to be,
associated with the Works.
1.9 “Non-Conforming Product” means associated products that are regarded as Non-Conforming for an Intended Use if, when associated
with the Works:
(a) the product is not, or will not be, safe; or
(b) does not, or will not, comply with the relevant regulatory provisions; or
(c) the product does not perform, or is not capable of performing, for the use to the standard it is represented to conform by or for a person
in the chain of responsibility for the product.
1.10 “Price” means the Price payable (plus any GST where applicable) for the Works as agreed between the Contractor and the Client in
accordance with clause 8 below.
1.11 “Works” means all Works (including consultation, construction, plans, landscaping design, and/or installation services) or Materials supplied
by the Contractor to the Client at the Client’s request from time to time (where the context so permits the terms ‘Works’ or ‘Materials’ shall be
interchangeable for the other).
1.12 “Worksite” means the address nominated by the Client to which the Materials are to be supplied by the Contractor.
2. Acceptance
2.1 The parties acknowledge and agree that:
(a) they have read and understood the terms and conditions contained in this Contract; and
(b) the parties are taken to have exclusively accepted and are immediately bound, jointly and severally, by these terms and conditions if the
Client places an order for or accepts delivery of the Works.
2.2 In the event of any inconsistency between the terms and conditions of this Contract and any other prior document or schedule that the
parties have entered into, the terms of this Contract shall prevail.
2.3 Any amendment to the terms and conditions contained in this Contract may only be amended in writing by the consent of both parties.
2.4 The Client acknowledges and accepts that the supply of Works on credit shall not take effect until the Client has completed a credit
application with the Contractor and it has been approved with a credit limit established for the account. In the event that the supply of Works
requested exceeds the Clients credit limit and/or the account exceeds the payment terms, the Contractor reserves the right to refuse
delivery.
2.5 Any advice, recommendation, information, assistance or service provided by the Contractor in relation to Materials or Works supplied is
given in good faith to the Client, or the Client’s agent and is based on the Contractor’s own knowledge and experience and shall be accepted
without liability on the part of the Contractor. Where such advice or recommendations are not acted upon then the Contractor shall require
the Client or their agent to authorise commencement of the Works in writing. The Contractor shall not be liable in any way whatsoever for
any damages or losses that occur after any subsequent commencement of the Works. Accordingly, the Contractor offers no warranty in
regard to the aforementioned.
2.6 The Client acknowledges and agrees that in the event the Contractor requires access, in order to undertake the Works, to an adjoining or
adjacent property or council land to the nominated Worksite, that is not owned by the Client, then it is the Client’s responsibility to gain
permission from the landowner to use the above-mentioned property throughout the process or delivering the Works. In the event the
landowner denies access or use of the land or property, the Client shall be liable for all costs incurred by the Contractor in gaining
permission to access and/or use the property through any legal process that may be deemed necessary.
2.7 Where the Client is a tenant (and therefore not the owner of the land and premises where the Materials are to be installed) then the Client
warrants that full consent has been obtained from the owner for the Contractor to install the Materials on the owner’s land and premises. The
Client acknowledges and agrees that they shall be personally liable for full payment of the Price for all Works provided under this Contract
and to indemnify the Contractor against any claim made by the owner of the premises (howsoever arising) in relation to the installation of the
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Materials and the provision of any related Works by the Contractor except where such claim has arisen because of the negligence of the
Contractor when installing the Materials.
2.8 The Client agrees that they shall upon request from the Contractor provide evidence that:
(a) they are the owner of the land and premises upon which the Works are be undertaken; or
(b) where they are a tenant, that they have the consent of the owner for the Materials to be installed on the land and premises upon which
the Works are be undertaken.
2.9 Electronic signatures shall be deemed to be accepted by either party providing that the parties have complied with Section 10 of the
Electronic Transactions Act 2011 or any other applicable provisions of that Act or any Regulations referred to in that Act.
3. Consultations
3.1 Consultations include:
(a) discuss layout and design options to suit budget and inspiration;
(b) planting and Materials suggestions;
(c) any Worksite specific considerations for installation e.g. waste removal, Worksite access and reticulation.
3.2 Concept plans include:
(a) sketch of garden layout;
(b) Materials suggestions;
(c) planting mood boards;
(d) general considerations.
3.3 Landscape Design Package includes:
(a) two (2) dimensional softscapes;
(b) hardscape plans;
(c) Materials lists;
(d) plant selections;
(e) installation quote.
(f) three (3) dimensional renders and fly-throughs can be added at an additional cost.
4. Maintenance Services
4.1 The Contractor provides a wide range of garden maintenance services to suit the Client’s garden. These services include, but are not limited
to:
(a) hedge trimming;
(b) lawn services;
(c) weeding;
(d) fertilising;
(e) mulching
(f) overgrown and/or neglected garden tidy-ups;
(g) general plant care;
(h) pest and disease treatments.
5. Maintenance Agreement
5.1 The maintenance agreement shall continue for an annual term (‘initial term”) and, upon expiration of this term, shall revert to a monthly roll
over basis automatically, thereafter, unless agreed otherwise until terminated by either party by giving at least fourteen (14) days’ written
notice as defined in the agreement prior to the expiration date of the initial term or any additional term. Following receipt of notice from the
Client, the provision of the Works to the Client by the Contractor shall cease at the end of the notification period and the Client must
reimburse the Contractor (on a pro rata calculation basis) for any use of the Works above its maintenance plan allowance.
5.2 The Client acknowledges and accepts that the maintenance agreement fees stated may be subject to revision, and the Contractor shall
notify the Client of any changes in writing, giving fourteen (14) days’ notice.
5.3 Failure by the Client to maintain their maintenance agreement fees as agreed, then the Contractor reserves the right to suspend the Works
in accordance with clause 23.
6. Errors and Omissions
6.1 The Client acknowledges and accepts that the Contractor shall, without prejudice, accept no liability in respect of any alleged or actual
error(s) and/or omission(s):
(a) resulting from an inadvertent mistake made by the Contractor in the formation and/or administration of this Contract; and/or
(b) contained in/omitted from any literature (hard copy and/or electronic) supplied by the Contractor in respect of the Works.
6.2 In circumstances where the Client is required to place an order for Materials, in writing, or otherwise as permitted by these terms and
conditions, the Client is responsible for supplying correct order information such as, without limitation, measurements and quantity, when
placing an order for Materials (whether they are made to order Materials or not) ("Client Error"). The Client must pay for all Materials it
orders from the Contractor notwithstanding that such Materials suffer from a Client Error and notwithstanding that the Client has not taken or
refuses to take delivery of such Materials. The Contractor is entitled to, at its absolute discretion to waive its right under this sub-clause in
relation to Client Errors.
7. Change in Control
7.1 The Client shall give the Contractor not less than fourteen (14) days prior written notice of any proposed change of ownership of the Client
and/or any other change in the Client’s details (including but not limited to, changes in the Client’s name, address, contact phone or fax
number/s, change of trustees, or business practice). The Client shall be liable for any loss incurred by the Contractor as a result of the
Client’s failure to comply with this clause.

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8. Price and Payment
8.1 At the Contractor’s sole discretion, the Price shall be either:
(a) as indicated on invoices provided by the Contractor to the Client in respect of Works performed or upon placement if an order for the
Materials; or
(b) the Contractor’s quoted Price (subject to clause 8.3) which shall be binding upon the Contractor provided that the Client shall accept the
Contractor’s quotation in writing within thirty (30) days.
8.2 Travel outside the Perth Metropolitan area will incur a travel fee, and shall be advised prior to any Works being provided.
8.3 The Contractor reserves the right to change the Price:
(a) if a variation to the Materials which are to be supplied is requested; or
(b) if a variation to the Works originally scheduled (including any applicable plans or specifications) is requested; or
(c) where additional Works are required due to the discovery of hidden or unidentifiable difficulties (including, but not limited to, poor
weather conditions, limitations to accessing the Worksite, safety considerations, sub-standard soil conditions, hidden tree stumps,
extensive root systems, limestone and/or rock barriers, obscured Worksite defects, hidden services, removal of excess wasteor
additional engineering required to acquire building license and/or imposed by Worksite conditions or council requirements, etc.) which
are only discovered on commencement of the Works; or
(d) as a result of increases to the Contractor in the cost of labour or Materials or due to relevant industry awards (e.g. Worksite allowance
and severance pay), which are outside the control of the Contractor.
8.4 Variations will be charged for on the basis of the Contractor’s quotation, and will be detailed in writing, and shown as variations on the
Contractor’s invoice. The Client shall be required to respond to any variation submitted by the Contractor within ten (10) days. Failure to do
so will entitle the Contractor to add the cost of the variation to the Price. Payment for all variations must be made in full at the time of their
completion.
8.5 At the Contractor’s sole discretion, a reasonable non-refundable deposit may be required upon placement of an order for Materials, in
accordance with any quotation provided by the Contractor or as notified to the Client prior to the placement of an order for Materials.
8.6 Time for payment for the Works being of the essence, the Price will be payable by the Client on the date/s determined by the Contractor,
which may be:
(a) prior to completion of the Works; or
(b) by way of progress payments in accordance with the Contractor’s specified progress payment schedule. Such progress payment claims
may include the reasonable value of authorised variations and the value of any Materials delivered to the Worksite but not yet installed;
or
(c) the date specified on any invoice or other form as being the date for payment; or
(d) failing any notice to the contrary, the date which is seven (7) days following the date of any invoice given to the Client by the Contractor.
8.7 Payment may be made by cash, electronic/on-line banking, or by any other method as agreed to between the Client and the Contractor.
8.8 The Contractor may in its discretion allocate any payment received from the Client towards any invoice that the Contractor determines and
may do so at the time of receipt or at any time afterwards. On any default by the Client the Contractor may re-allocate any payments
previously received and allocated. In the absence of any payment allocation by the Contractor, payment will be deemed to be allocated in
such manner as preserves the maximum value of the Contractor’s Purchase Money Security Interest (as defined in the PPSA) in the
Materials.
8.9 The Client shall not be entitled to set off against, or deduct from the Price, any sums owed or claimed to be owed to the Client by the
Contractor nor to withhold payment of any invoice because part of that invoice is in dispute. Once in receipt of an invoice for payment, if any
part of the invoice is in dispute, then the Client must notify the Contractor in writing within three (3) business days, the invoice shall remain
due and payable for the full amount, until such time as the Contractor investigates the disputed claim, no credit shall be passed for refund
until the review is completed. Failure to make payment may result in the Contractor placing the Client’s account into default and subject to
default interest in accordance with clause 22.1.
8.10 Unless otherwise stated the Price does not include GST. In addition to the Price, the Client must pay to the Contractor an amount equal to
any GST the Contractor must pay for any supply by the Contractor under this or any other contract for the sale of the Materials. The Client
must pay GST, without deduction or set off of any other amounts, at the same time and on the same basis as the Client pays the Price. In
addition, the Client must pay any other taxes and duties that may be applicable in addition to the Price except where they are expressly
included in the Price.
9. Provision of the Works
9.1 Subject to clause 9.2 it is the Contractor’s responsibility to ensure that the Works start as soon as it is reasonably possible.
9.2 The Works’ commencement date will be put back and/or the completion date extended by whatever time is reasonable in the event that the
Contractor claims an extension of time (by giving the Client written notice) where completion is delayed by an event beyond the Contractor’s
control, including but not limited to any failure by the Client to:
(a) make a selection; or
(b) have the Worksite ready for the Works; or
(c) notify the Contractor that the Worksite is ready.
9.3 The cost of delivery will be payable by the Client in accordance with the quotation provided by the Contractor to the Client, or as otherwise
notified to the Client prior to the placement of an order for the Materials.
9.4 The Contractor may deliver the Works by separate instalments. Each separate instalment shall be invoiced and paid in accordance with the
provisions in these terms and conditions.
9.5 Any time specified by the Contractor for delivery of the Works is an estimate only and the Contractor will not be liable for any loss or damage
incurred by the Client as a result of delivery being late. However, both parties agree that they shall make every endeavour to enable the
Works to be supplied at the time and place as was arranged between both parties. In the event that the Contractor is unable to supply the
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Works as agreed solely due to any action or inaction of the Client, then the Contractor shall be entitled to charge a reasonable fee for
re-supplying the Works at a later time and date, and/or for storage of the Materials.
10. Risk
10.1 If the Contractor retains ownership of the Materials under clause 17 then:
(a) where the Contractor is supplying Materials only, all risk for the Materials shall immediately pass to the Client on delivery and the Client
must insure the Materials on or before delivery. Delivery of the Materials shall be deemed to have taken place immediately at the time
that the Materials are delivered by the Contractor or the Contractor’s nominated carrier to the Client’s nominated delivery address (even
if the Client is not present at the address); or
(b) where the Contractor is to both supply and install Materials then the Contractor shall maintain a contract works insurance policy until the
Works are completed. Upon completion of the Works all risk for the Works shall immediately pass to the Client.
10.2 Notwithstanding the provisions of clause 10.1 if the Client specifically requests the Contractor to leave Materials outside the Contractor’s
premises for collection or to deliver the Materials to an unattended location then such materials shall always be left at sole risk of the Client
and it shall be the Client’s responsibility to ensure the Materials are insured adequately or at all. In the event that such Materials are lost,
damaged or destroyed then replacement of the Materials shall be at the Client’s expense.
10.3 The Contractor shall be entitled to rely on the accuracy of any plans, specifications and other information provided by the Client. The Client
acknowledges and agrees that in the event that any of this information provided by the Client is inaccurate, the Contractor accepts no
responsibility for any loss, damages, or costs however resulting from these inaccurate plans, specifications or other information.
10.4 The Client warrants that any structures (where applicable) to which the Materials are to be affixed are able to withstand the installation of the
Materials and that are of suitable capacity to handle the Materials once installed. If for any reason (including the discovery of asbestos) that
the Contractor, or employees of the Contractor, reasonably form the opinion that the Client’s premises is not safe for the installation of
Materials to proceed then the Contractor shall be entitled to delay installation of the Materials (in accordance with the provisions of clause
9.2 above) until the Contractor is satisfied that it is safe for the installation to proceed.
10.5 Where the Client has provided instructions or specifications for the Contractor to complete the Works (including, but not limited to, any
requested variation to the original design), then the Contractor shall accept no liability whatsoever for the finished Works being deemed as
unsatisfactory to the Client.
10.6 Where the Client has made plant selections in contrary to any recommendations provided by the Contractor, the Client acknowledges and
agrees to accept all responsibility should such plants fail to thrive due to being unsuitable for the soil or climatic conditions.
10.7 The Client acknowledges that:
(a) variations of colour, texture, marking and weathering may occur due to the Materials being man-made or natural products (including, but
not limited to, timber, timber composite, paving and natural stone products). Whilst every effort will be taken by the Contractor to match
colour, texture and marking of such natural products, the Contractor shall not be liable for any loss, damages or costs (howsoever
arising), resulting from any variation in colour, texture and marking between batches, or sale samples, and the final Materials provided;
and
(b) the Materials may slowly fade or change colour over time, expand, contract or distort as a result of exposure, heat, cold weather and with
natural weathering over time or be damaged or disfigured by bird or animal faecal matter, impact or scratching, especially when
positioned outdoors.
10.8 Timber is a hydroscopic material subject to expansion and contraction and can ‘bleed’ natural tannins when wet therefore, the Contractor will
accept no responsibility for gaps that may appear in the timber during prolonged dry periods and from the discolouring of adjoining materials
(such as, but not limited to, paving, exposed aggregate, rendered walls or pools).
10.9 Detailed drawings of any services that will be embedded in the concrete are to be provided to the Contractor prior to commencement of any
Works. Whilst all due care will be taken no liability will be accepted by the Contractor for damage to the services or any other element
embedded in the concrete.
10.10 The Contractor gives no guarantee (expressed or implied) as to the length of time the curing process will take and/or against cracking of
concrete that may occur naturally in the works such as:
(a) hairline cracking of paving and grout; or
(b) damage caused by contact with chemicals, solvents, oils or any other substances; or
(c) the affects by elements such as heat exposure or wet weather conditions that prolong the curing process.
10.11 The Client acknowledges and accepts that:
(a) variations of colour and texture are inherent in concrete. The Contractor shall not be liable for any loss, damages or costs howsoever
arising resulting from any variation of the colour or texture between different batches of product; and
(b) it is their responsibility to organise and be liable for all costs associated with protecting the concrete and shall take all reasonable
precautions to protect against destruction or damage by way of vandalism. In the event that the concrete is destroyed or damaged due
to vandalism then the cost of repair or replacement shall be borne by the Client.
10.12 The Contractor shall not be liable for any defect in the Works, if the Client does not follow the Contractor’s recommendation to:
(a) water the concrete for a periodically to limit the risk of possible cracking due to weather conditions; and
(b) ensure that no foot traffic and/or any vehicles permitted on the concrete for a minimum of forty-eight (48) hours but preferably seven (7)
days; and
(c) ensure that no heavy furniture is placed on the concrete area for a minimum of twenty-four (24) hours.
10.13 The Contractor reserves the right to touch-up all products supplied and installed on the Worksite to rectify minor blemishes or damage to
paintwork.
10.14 The Client also acknowledges and accepts that:
(a) shrubs, plants, natural turf and any other flora, foliage or vegetation supplied by the Contractor are organic in nature and require care
and maintenance. The Contractor reserves the right to not accept liability for the plants where such plants may have become affected or
died due to the Client’s failure to properly maintain the plants and/or to follow any instructions or guidelines provided by the Contractor in
regard to the proper care of the plants (including but not limited to, adequate watering of the plants); and

(b) the use of loud and/or heavy machinery may need to be used for the completion of the Works and shall be the responsibility to inform the
Contractor in advance of suitable times for the use of such machinery. These machines may also generate dust and smoke and
therefore the Contractor recommends that windows and doors are kept shut whilst such machinery is in use. The Contractor shall not be
responsible for any losses, costs or claims as a result of any damage to property from the use of these machinery unless due to the
negligence of the Contractor.
10.15 The Client acknowledges and agrees that it is the Client’s responsibility to inform the Contractor of any organic operations on the Client’s
property or any adjacent properties. The Contractor shall take due care in spraying the specified area; however, the Client accepts that in
some circumstances and atmospheric conditions that spray drift may result in some damage to the peripheral area. The Contractor shall not
be liable for any loss or damage as a result of non-organic spray drifts.
10.16 The Contractor shall not be responsible for digging land out under fence lines nor removal of soil from the Worksite.
10.17 The Contractor reserves the right not to clean the Worksite, if animal faeces or other contaminants could cause a health issue for the
Contractor’s employees. If the Contractor is requested by the Client to remove animal faeces or other contaminants from the Worksite then
the Contractor, at their discretion, may charge an additional fee.
10.18 Where fencing is installed on a retaining wall the Contractor shall not be liable for any movement in the fence due to consolidation, or the
movement of soil or any other component of the retaining wall.
11. Client Responsibilities
11.1 It is the intention of the Contractor, and agreed by the Client, that it is the responsibility of the Client to:
(a) remove any furniture, furnishings or personal goods from the vicinity of the Works and agrees that the Contractor shall not be liable for
any damage caused to those items through the Customer’s failure to comply with this clause; and
(b) obtain all permits and permissions relating to tree removal and/or trimming of trees, (including but not limited to; council approval,
parking, road closures, traffic management and traffic control plans, standing of equipment and operation of equipment on the road and
or pedestrian pathway). Failure to comply with this clause that results any fines incurred shall be borne by the Client; and
(c) inform the Contractor prior to fertiliser or weed spraying of any organic enterprises, adjacent to the property of any streams, shallow
aquifers or any other geological feature that could be harmed by the accidental introduction of fertiliser, herbicides or pesticides; and
(d) provide the Contractor with facilities, as specified by the Contractor, (including, but not limited to, a suitable free power source, toilet
facilities etc.) for the duration of the Works.
11.2 The Client accepts and acknowledges that during the provision of the Works that it shall be the Client’s responsibility to ensure that any
children and/or pets on site and/or any visitors to the Worksite are moved to safe location away from the installation of the Materials for their
own health and safety. The Contractor accepts no liability in the event of any injury due to failure by the Client to comply with this clause.
11.3 The Client acknowledges and agrees that in the event asbestos or any other toxic substances are discovered at the Worksite that it is their
responsibility to ensure the safe removal of the same. The Client further agrees to indemnify the Contractor against any additional costs
incurred by the Contractor as a consequence of such discovery. Under no circumstances will the Contractor handle removal of asbestos
product.
11.4 Where the Contractor requires that Materials, tools etc. required for the Works be stored at the Worksite, the Client shall supply the
Contractor a safe area for storage and shall take all reasonable efforts to protect all items from destruction, theft or damage. In the event that
any of the stored items are destroyed, stolen or damaged, then the cost of repair or replacement shall be the Client’s responsibility.
12. Worksite Access and Condition
12.1 General and green waste products (including, but not limited to, excess soil, garden clippings and rubble) will be discarded at the Client’s
property if no prior waste removal was agreed upon.
12.2 The Client shall ensure that the Contractor has clear and free access to the Worksite at all times to enable them to undertake the Works.
The Contractor shall not be liable for any loss or damage to the Worksite (including, without limitation, damage to pathways, driveways and
concreted or paved or grassed areas) unless due to the negligence of the Contractor.
12.3 It is the responsibility of the Client to ensure that access is suitable to accept the weight of laden trucks, front end loaders or other earth
moving equipment as may be deemed necessary by the Contractor.
13. Surplus Materials
13.1 Unless otherwise stated elsewhere in this Contract:
(a) only suitable new Materials will be used; and
(b) demolished Materials remain the Client’s property; and
(c) Materials that the Contractor brings to the Worksite which are surplus remain the property of the Contractor.
14. Underground Locations
14.1 Prior to the Contractor commencing the Works the Client must advise the Contractor of the precise location of all underground services on
the Worksite and clearly mark the same. The underground mains and services the Client must identify include, but are not limited to,
electrical services, gas services, sewer services, pumping services, sewer connections, sewer sludge mains, water mains, irrigation pipes,
telephone cables, fibre optic cables, oil pumping mains, and any other services that may be on the Worksite.
14.2 Whilst the Contractor will take all care to avoid damage to any underground services the Client agrees to indemnify the Contractor in respect
of all and any liability claims, loss, damage, costs and fines as a result of damage to services not precisely located and notified as per clause
14.1.
15. Termite Protection
15.1 In the event of discovery of termites at the time of quoting or where the Works may be subject to an area that has the potential to be
susceptible to termites, then the Contractor is obligated to inform the Client prior to commencement of any of the prescribed Works the
requirements to comply with the National Construction Code (“NCC”) requirements of Part 3.1.3 of Volume Two which covers the NCC
Deemed-to-Satisfy Provisions for termite risk management for Class 1 and 10 buildings (together with any cost implications). The intent of

these requirements under the NCC is to provide a termite management system that deters termites from gaining entry to a building via a
concealed route.
15.2 The NCC requirements apply where:
(a) the building is constructed in area where subterranean termites are known to present a potential risk of attack, and
(b) a primary element of the building is subject to termite attack i.e. the building element does not consist of, or a combination of, any of the
following material:
(i) Steel, aluminium and other metals;
(ii) Concrete;
(iii) Masonry;
(iv) Fibre-reinforced cement;
(v) Timber – naturally termite resistant (in accordance with AS 3660.1);
(vi) Timber – preservative treated.
15.3 Regular maintenance and monitoring is very important to ensure the effectiveness of a termite management system. The Contractor
recommends regular inspections, at least every twelve (12) months and to have a licenced pest controller inspect and report on the Client’s
property. The Contractor does not accept any form of liability in the event that the Client chooses not to follow the Contractor’s
recommendations outlined under this clause 15, once the Works have been completed.
16. Compliance with Laws
16.1 The Client and the Contractor shall comply with the provisions of all statutes, regulations and bylaws of government, local and other public
authorities that may be applicable to the Works, including any occupational health and safety (OHS) laws relating to building/construction
sites and any other relevant safety standards or legislation.
16.2 The Client shall obtain (at the expense of the Client) all permits, licenses and approvals that may be required for the Works.
16.3 Both parties acknowledge and agree:
(a) to comply with the National Construction Code of Australia (NCC) and the Home Building Contracts Act 1991, in respect of all
workmanship and building products to be supplied during the course of the Works; and
(b) that Works will be provided in accordance with any current relevant Australian/New Zealand Standards applicable.
16.4 Where the Client has supplied products for the Contractor to complete the Works, the Client acknowledges that it accepts responsibility for
the suitability of purpose and use for their products and the Intended Use and any faults inherent in those products. However, if in the
Contractor’s opinion, it is believed that the materials supplied are Non-Conforming products as per state regulations, then the Contractor
shall be entitled, without prejudice, to halt the Works until the appropriate conforming materials are sourced and all costs associated with
such a change to the plans will be invoiced in accordance with clause 8.3.
17. Title
17.1 The Contractor and the Client agree that ownership of the Materials shall not pass until:
(a) the Client has paid the Contractor all amounts owing to the Contractor; and
(b) the Client has met all of its other obligations to the Contractor.
17.2 Receipt by the Contractor of any form of payment other than cash shall not be deemed to be payment until that form of payment has been
honoured, cleared or recognised.
17.3 It is further agreed that until ownership of the Materials passes to the Client in accordance with clause 17.1:
(a) the Client is only a bailee of the Materials and unless the Materials have become fixtures must return the Materials to the Contractor on
request;
(b) the Client holds the benefit of the Client’s insurance of the Materials on trust for the Contractor and must pay to the Contractor the
proceeds of any insurance in the event of the Materials being lost, damaged or destroyed;
(c) the production of these terms and conditions by the Contractor shall be sufficient evidence of the Contractor’s rights to receive the
insurance proceeds direct from the insurer without the need for any person dealing with the Contractor to make further enquiries;
(d) the Client must not sell, dispose, or otherwise part with possession of the Materials other than in the ordinary course of business and for
market value. If the Client sells, disposes or parts with possession of the Materials then the Client must hold the proceeds of any such
act on trust for the Contractor and must pay or deliver the proceeds to the Contractor on demand;
(e) the Client should not convert or process the Materials or intermix them with other goods but if the Client does so then the Client holds the
resulting product on trust for the benefit of the Contractor and must sell, dispose of or return the resulting product to the Contractor as it
so directs;
(f) unless the Materials have become fixtures the Client irrevocably authorises the Contractor to enter any premises where the Contractor
believes the Materials are kept and recover possession of the Materials;
(g) the Contractor may recover possession of any Materials in transit whether or not delivery has occurred;
(h) the Client shall not charge or grant an encumbrance over the Materials nor grant nor otherwise give away any interest in the Materials
while they remain the property of the Contractor;
(i) the Contractor may commence proceedings to recover the Price of the Materials sold notwithstanding that ownership of the Materials
has not passed to the Client.
18. Personal Property Securities Act 2009 (“PPSA”)
18.1 In this clause financing statement, financing change statement, security agreement, and security interest has the meaning given to it by the
PPSA.
18.2 Upon assenting to these terms and conditions in writing the Client acknowledges and agrees that these terms and conditions constitute a
security agreement for the purposes of the PPSA and creates a security interest in all Materials and/or collateral (account) – being a
monetary obligation of the Client to the Contractor for Works – that have previously been supplied and that will be supplied in the future by
the Contractor to the Client.
18.3 The Client undertakes to:

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(a) promptly sign any further documents and/or provide any further information (such information to be complete, accurate and up-to-date in
all respects) which the Contractor may reasonably require to:
(i) register a financing statement or financing change statement in relation to a security interest on the Personal Property Securities
Register;
(ii) register any other document required to be registered by the PPSA; or
(iii) correct a defect in a statement referred to in clause 18.3(a)(i) or 18.3(a)(ii);
(b) indemnify, and upon demand reimburse, the Contractor for all expenses incurred in registering a financing statement or financing change
statement on the Personal Property Securities Register established by the PPSA or releasing any Materials charged thereby;
(c) not register a financing change statement in respect of a security interest without the prior written consent of the Contractor;
(d) not register, or permit to be registered, a financing statement or a financing change statement in relation to the Materials and/or collateral
(account) in favour of a third party without the prior written consent of the Contractor;
(e) immediately advise the Contractor of any material change in its business practices of selling the Materials which would result in a change
in the nature of proceeds derived from such sales.
18.4 The Contractor and the Client agree that sections 96, 115 and 125 of the PPSA do not apply to the security agreement created by these
terms and conditions.
18.5 The Client hereby waives its rights to receive notices under sections 95, 118, 121(4), 130, 132(3)(d) and 132(4) of the PPSA.
18.6 The Client waives its rights as a grantor and/or a debtor under sections 142 and 143 of the PPSA.
18.7 Unless otherwise agreed to in writing by the Contractor, the Client waives its right to receive a verification statement in accordance with
section 157 of the PPSA.
18.8 The Client shall unconditionally ratify any actions taken by the Contractor under clauses 18.3 to 18.5.
18.9 Subject to any express provisions to the contrary (including those contained in this clause 18), nothing in these terms and conditions is
intended to have the effect of contracting out of any of the provisions of the PPSA.
19. Security and Charge
19.1 In consideration of the Contractor agreeing to supply the Materials and/or provide its Works and as acknowledged by the Contractor in
accordance with any Acknowledgment Document the Client grants the Contractor a security interest by way of a floating charge (registerable
by the Contractor pursuant to the PPSA) over all of its present and after acquired rights, title and interest (whether joint or several) in all
other assets that is now owned by the Client or owned by the Client in the future, including but not limited to those set out in any
Acknowledgment Document, to the extent necessary to secure the repayment of monies owed under this Contract for provision of the
Materials and/or Works under this Contract and/or permit the Contractor to appoint a receiver to the Client in accordance with the
Corporations Act 2001 (Cth).
19.2 The Client indemnifies the Contractor from and against all the Contractor’s costs and disbursements including legal costs on a solicitor and
own client basis incurred in exercising the Contractor’s rights under this clause.
19.3 In the event that the Client defaults or breaches any term of this Contract and as a result, the security provided in clauses 17.1,18.2 and 19.1
as applicable, is deemed insufficient by the Contractor to secure the repayment of monies owed by the Client to the Contractor, the Client
hereby grants the Contractor a security interest as at the date of the default, by way of a charge, that enables the right and entitlement to
lodge a caveat over any real property and or land owned by the Client now, or owned by the Client in the future, to secure the performance
of the Client of its obligations under these terms and conditions (including, but not limited to, the payment of any money), in accordance with
the Acknowledgement Document.
20. Defects, Warranties and Returns, Competition and Consumer Act 2010 (CCA)
20.1 The Client must inspect all Materials on delivery (or the Works on completion) and must within seven (7) days of delivery notify the
Contractor in writing of any evident defect/damage, shortage in quantity, or failure to comply with the description or quote. The Client must
notify any other alleged defect in the Materials/Works as soon as reasonably possible after any such defect becomes evident. Upon such
notification the Client must allow the Contractor to inspect the Materials or to review the Works provided.
20.2 Under applicable State, Territory and Commonwealth Law (including, without limitation the CCA), certain statutory implied guarantees and
warranties (including, without limitation the statutory guarantees under the CCA) may be implied into these terms and conditions
(Non-Excluded Guarantees).
20.3 The Contractor acknowledges that nothing in these terms and conditions purports to modify or exclude the Non-Excluded Guarantees.
20.4 Except as expressly set out in these terms and conditions or in respect of the Non-Excluded Guarantees, the Contractor makes no
warranties or other representations under these terms and conditions including but not limited to the quality or suitability of the
Materials/Works. The Contractor’s liability in respect of these warranties is limited to the fullest extent permitted by law.
20.5 If the Client is a consumer within the meaning of the CCA, the Contractor’s liability is limited to the extent permitted by section 64A of
Schedule 2.
20.6 If the Contractor is required to replace any Materials under this clause or the CCA, but is unable to do so, the Contractor may refund any
money the Client has paid for the Materials.
20.7 If the Contractor is required to rectify, re-supply, or pay the cost of re-supplying the Works under this clause or the CCA, but is unable to do
so, then the Contractor may refund any money the Client has paid for the Works but only to the extent that such refund shall take into
account the value of Works and Materials which have been provided to the Client which were not defective.
20.8 If the Client is not a consumer within the meaning of the CCA, the Contractor’s liability for any defect or damage in the Materials is:
(a) limited to the value of any express warranty or warranty card provided to the Client by the Contractor at the Contractor’s sole discretion;
(b) limited to any warranty to which the Contractor is entitled, if the Contractor did not manufacture the Materials;
(c) otherwise negated absolutely.
20.9 Subject to this clause 20, returns will only be accepted provided that:
(a) the Client has complied with the provisions of clause 20.1; and
(b) the Contractor has agreed that the Materials are defective; and
(c) the Materials are returned within a reasonable time at the Client’s cost (if that cost is not significant); and

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(d) the Materials are returned in as close a condition to that in which they were delivered as is possible.
20.10 Notwithstanding clauses 20.1 to 20.9 but subject to the CCA, the Contractor shall not be liable for any defect or damage which may be
caused or partly caused by or arise as a result of:
(a) the Client failing to properly maintain or store any Materials;
(b) the Client using the Materials for any purpose other than that for which they were designed;
(c) the Client continuing to use any Materials after any defect became apparent or should have become apparent to a reasonably prudent
operator or user;
(d) interference with the Works by the Client or any third party without the Contractor’s prior approval;
(e) the Client failing to follow any instructions or guidelines provided by the Contractor;
(f) fair wear and tear, any accident, or act of God.
20.11 Notwithstanding anything contained in this clause if the Contractor is required by a law to accept a return then the Contractor will only accept
a return on the conditions imposed by that law.
21. Intellectual Property
21.1 Where the Contractor has designed, drawn, written plans or a schedule of Works, or created any products for the Client, then the copyright
in all such designs, drawings, documents, plans, schedules and products shall remain vested in the Contractor, and shall only be used by
the Client at the Contractor’s discretion. Under no circumstances may such designs, drawings and documents be used without the express
written approval of the Contractor.
21.2 The Client warrants that all designs, specifications or instructions given to the Contractor will not cause the Contractor to infringe any patent,
registered design or trademark in the execution of the Client’s order and the Client agrees to indemnify the Contractor against any action
taken by a third party against the Contractor in respect of any such infringement.
21.3 The Client agrees that the Contractor may (at no cost) use for the purposes of marketing or entry into any competition, share and use digital
content, any documents, designs, drawings, plans or products which the Contractor has created for the Client. In the event the Client does
not wish to have photo’s or videos taken of the Client’s property, the Contractor is to be notified prior to commencement of the Works.
22. Default and Consequences of Default
22.1 Interest on overdue invoices shall accrue daily from the date when payment becomes due, until the date of payment, at a rate of two and a
half percent (2.5%) per calendar month (and at the Contractor’s sole discretion such interest shall compound monthly at such a rate) after as
well as before any judgment.
22.2 If the Client owes the Contractor any money, the Client shall indemnify the Contractor from and against all costs and disbursements:
(a) incurred; and/or
(b) which would be incurred and/or
(c) for which by the Client would be liable;
in regard to legal costs on a solicitor and own client basis incurred in exercising the Contractor’s rights under these terms and conditions,
internal administration fees, the Contractor’s contract fees owing for breach of these terms and conditions’, including, but not limited to,
contract default fees and/or recovery costs (if applicable), as well as bank dishonour fees.
22.3 Further to any other rights or remedies the Contractor may have under this Contract, if a Client has made payment to the Contractor, and the
transaction is subsequently reversed, the Client shall be liable for the amount of the reversed transaction, in addition to any further costs
incurred by the Contractor under this clause 22 where it can be proven that such reversal is found to be illegal, fraudulent or in contravention
to the Client’s obligations under this Contract.
22.4 Without prejudice to the Contractor’s other remedies at law the Contractor shall be entitled to cancel all or any part of any order of the Client
which remains unfulfilled and all amounts owing to the Contractor shall, whether or not due for payment, become immediately payable if:
(a) any money payable to the Contractor becomes overdue, or in the Contractor’s opinion the Client will be unable to make a payment when
it falls due;
(b) the Client has exceeded any applicable credit limit provided by the Contractor;
(c) the Client becomes insolvent or bankrupt, convenes a meeting with its creditors or proposes or enters into an arrangement with
creditors, or makes an assignment for the benefit of its creditors; or
(d) a receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of the Client or any asset of the Client.
23. Cancellation
23.1 Without prejudice to any other remedies the parties may have, if at any time either party is in breach of any obligation (including those
relating to payment) under these terms and conditions (“the Breaching Party”) the other party may suspend or terminate the supply or
purchase of Materials and/or Works to the other party, with immediate effect, by providing the Breaching Party with written notice. Neither
party will be liable for any loss or damage the other party suffers because one of the parties has exercised its rights under this clause.
23.2 If the Contractor, due to reasons beyond the Contractor’s reasonable control, is unable to deliver any Materials and/or Works to the Client,
the Contractor may cancel any Contract to which these terms and conditions apply or cancel Delivery of Materials and/or Works at any time
before the Materials and/or Works are delivered by giving written notice to the Client. On giving such notice the Contractor shall repay to the
Client any money paid by the Client for the Materials and/or Works. The Contractor shall not be liable for any loss or damage whatsoever
arising from such cancellation.
23.3 The Client may cancel delivery of the Materials and/or Works by written notice served within forty-eight (48) hours of placement of the order.
If the Client cancels delivery in accordance with this clause 23.3, the Client will not be liable for the payment of any costs of the Contractor,
except where a deposit is payable in accordance with clause 8.5. Failure by the Client to otherwise accept delivery of the Materials and/or
Works shall place the Client in breach of this Contract.
23.4 Cancellation of orders for products made to the Client’s specifications, or for non-stocklist items, will definitely not be accepted once
production has commenced, or an order has been placed.
24. Privacy Policy

24.1 All emails, documents, images or other recorded information held or used by the Contractor is Personal Information, as defined and referred
to in clause 24.3, and therefore considered Confidential Information. The Contractor acknowledges its obligation in relation to the handling,
use, disclosure and processing of Personal Information pursuant to the Privacy Act 1988 (“the Act”) including the Part IIIC of the Act being
Privacy Amendment (Notifiable Data Breaches) Act 2017 (NDB) and any statutory requirements, where relevant in a European Economic
Area (“EEA”), under the EU Data Privacy Laws (including the General Data Protection Regulation “GDPR”) (collectively, “EU Data Privacy
Laws”). The Contractor acknowledges that in the event it becomes aware of any data breaches and/or disclosure of the Client’s Personal
Information, held by the Contractor that may result in serious harm to the Client, the Contractor will notify the Client in accordance with the
Act and/or the GDPR. Any release of such Personal Information must be in accordance with the Act and the GDPR (where relevant) and
must be approved by the Client by written consent, unless subject to an operation of law.
24.2 Notwithstanding clause 24.1, privacy limitations will extend to the Contractor in respect of Cookies where the Client utilises the Contractor’s
website to make enquiries. The Contractor agrees to display reference to such Cookies and/or similar tracking technologies, such as pixels
and web beacons (if applicable), such technology allows the collection of Personal Information such as the Client’s:
(a) IP address, browser, email client type and other similar details;
(b) tracking website usage and traffic; and
(c) reports are available to the Contractor when the Contractor sends an email to the Client, so the Contractor may collect and review that
information (“collectively Personal Information”)
If the Client consents to the Contractor’s use of Cookies on the Contractor’s website and later wishes to withdraw that consent, the Client
may manage and control the Contractor’s privacy controls via the Client’s web browser, including removing Cookies by deleting them from
the browser history when exiting the site.
24.3 The Client agrees for the Contractor to obtain from a credit reporting body (CRB) a credit report containing personal credit information (e.g.
name, address, D.O.B, occupation, driver’s license details, electronic contact (email, Facebook or Twitter details), medical insurance details
or next of kin and other contact information (where applicable), previous credit applications, credit history) about the Client in relation to
credit provided by the Contractor.
24.4 The Client agrees that the Contractor may exchange information about the Client with those credit providers and with related body
corporates for the following purposes:
(a) to assess an application by the Client; and/or
(b) to notify other credit providers of a default by the Client; and/or
(c) to exchange information with other credit providers as to the status of this credit account, where the Client is in default with other credit
providers; and/or
(d) to assess the creditworthiness of the Client including the Client’s repayment history in the preceding two (2) years.
24.5 The Client consents to the Contractor being given a consumer credit report to collect personal credit information relating to any overdue
payment on commercial credit.
24.6 The Client agrees that personal credit information provided may be used and retained by the Contractor for the following purposes (and for
other agreed purposes or required by):
(a) the provision of Works; and/or
(b) analysing, verifying and/or checking the Client’s credit, payment and/or status in relation to the provision of Works; and/or
(c) processing of any payment instructions, direct debit facilities and/or credit facilities requested by the Client; and/or
(d) enabling the collection of amounts outstanding in relation to the Works.
24.7 The Contractor may give information about the Client to a CRB for the following purposes:
(a) to obtain a consumer credit report;
(b) allow the CRB to create or maintain a credit information file about the Client including credit history.
24.8 The information given to the CRB may include:
(a) Personal Information as outlined in 24.3 above;
(b) name of the credit provider and that the Contractor is a current credit provider to the Client;
(c) whether the credit provider is a licensee;
(d) type of consumer credit;
(e) details concerning the Client’s application for credit or commercial credit (e.g. date of commencement/termination of the credit account
and the amount requested);
(f) advice of consumer credit defaults (provided the Contractor is a member of an approved OAIC External Disputes Resolution Scheme),
overdue accounts, loan repayments or outstanding monies which are overdue by more than sixty (60) days and for which written notice
for request of payment has been made and debt recovery action commenced or alternatively that the Client no longer has any overdue
accounts and the Contractor has been paid or otherwise discharged and all details surrounding that discharge(e.g. dates of payments);
(g) information that, in the opinion of the Contractor, the Client has committed a serious credit infringement;
(h) advice that the amount of the Client’s overdue payment is equal to or more than one hundred and fifty dollars ($150).
24.9 The Client shall have the right to request (by e-mail) from the Contractor:
(a) a copy of the Personal Information about the Client retained by the Contractor and the right to request that the Contractor correct any
incorrect Personal Information; and
(b) that the Contractor does not disclose any Personal Information about the Client for the purpose of direct marketing.
24.10 The Contractor will destroy Personal Information upon the Client’s request (by e-mail) or if it is no longer required unless it is required in
order to fulfil the obligations of this Contract or is required to be maintained and/or stored in accordance with the law.
24.11 The Client can make a privacy complaint by contacting the Contractor via e-mail. The Contractor will respond to that complaint within seven
(7) days of receipt and will take all reasonable steps to make a decision as to the complaint within thirty (30) days of receipt of the complaint.
In the event that the Client is not satisfied with the resolution provided, the Client can make a complaint to the Information Commissioner at
www.oaic.gov.au.
25. Service of Notices
25.1 Any written notice given under this Contract shall be deemed to have been given and received:

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(a) by handing the notice to the other party, in person;
(b) by leaving it at the address of the other party as stated in this Contract;
(c) by sending it by registered post to the address of the other party as stated in this Contract;
(d) if sent by facsimile transmission to the fax number of the other party as stated in this Contract (if any), on receipt of confirmation of the
transmission;
(e) if sent by email to the other party’s last known email address.
25.2 Any notice that is posted shall be deemed to have been served, unless the contrary is shown, at the time when by the ordinary course of
post, the notice would have been delivered.
26. Trusts
26.1 If the Client at any time upon or subsequent to entering in to the Contract is acting in the capacity of trustee of any trust or as an agent for a
trust (“Trust”) then whether or not the Contractor may have notice of the Trust, the Client covenants with the Contractor as follows:
(a) the Contract extends to all rights of indemnity which the Client now or subsequently may have against the Trust, the trustees and the
trust fund;
(b) the Client has full and complete power and authority under the Trust or from the Trustees of the Trust as the case may be to enter into
the Contract and the provisions of the Trust do not purport to exclude or take away the right of indemnity of the Client against the Trust,
the trustees and the trust fund. The Client will not release the right of indemnity or commit any breach of trust or be a party to any other
action which might prejudice that right of indemnity;
(c) the Client will not during the term of the Contract without consent in writing of the Contractor (the Contractor will not unreasonably
withhold consent), cause, permit, or suffer to happen any of the following events:
(i) the removal, replacement or retirement of the Client as trustee of the Trust;
(ii) any alteration to or variation of the terms of the Trust;
(iii) any advancement or distribution of capital of the Trust; or
(iv) any resettlement of the trust fund or trust property.
27. General
27.1 Any dispute or difference arising as to the interpretation of these terms and conditions or as to any matter arising herein, shall be submitted
to, and settled by, mediation before resorting to any external dispute resolution mechanisms (including arbitration or court proceedings) by
notifying the other party in writing setting out the reason for the dispute. The parties shall share equally the mediator’s fees. Should
mediation fail to resolve the dispute, the parties shall be free to pursue other dispute resolution avenues.
27.2 The failure by either party to enforce any provision of these terms and conditions shall not be treated as a waiver of that provision, nor shall it
affect that party’s right to subsequently enforce that provision. If any provision of these terms and conditions shall be invalid, void, illegal or
unenforceable, that provision shall be severed from this Contract, and the validity, existence, legality and enforceability of the remaining
provisions shall not be affected, prejudiced or impaired.
27.3 These terms and conditions and any Contract to which they apply shall be governed by the laws of Western Australia, and are subject to the
jurisdiction of the courts in that state. These terms prevail over all terms and conditions of the Client (even if they form part of the Client's
purchase order).
27.4 The Contractor may licence and/or assign all or any part of its rights and/or obligations under this Contract without the Client’s consent
provided the assignment does not cause detriment to the Client.
27.5 The Client cannot licence or assign without the written approval of the Contractor.
27.6 The Contractor may elect to subcontract out any part of the Works but shall not be relieved from any liability or obligation under this Contract
by so doing. Furthermore, the Client agrees and understands that they have no authority to give any instruction to any of the Contractor’s
sub-contractors without the authority of the Contractor.
27.7 The Client agrees that the Contractor may amend their general terms and conditions for subsequent future contracts with the Client by
disclosing such to the Client in writing. These changes shall be deemed to take effect from the date on which the Client accepts such
changes, or otherwise at such time as the Client makes a further request for the Contractor to provide Works to the Client.
27.8 Neither party shall be liable for any default due to any act of God, war, terrorism, strike, lock-out, industrial action, fire, flood, storm, national
or global pandemics and/or the implementation of regulation, directions, rules or measures being enforced by Governments or embargo,
including but not limited to, any Government imposed border lockdowns (including, worldwide destination ports), etc., (“Force Majeure”) or
other event beyond the reasonable control of either party. This clause does not apply to a failure by the Client to make a payment to the
Contractor, once the parties agree that the Force Majeure event has ceased.
27.9 Both parties warrant that they have the power to enter into this Contract and have obtained all necessary authorisations to allow them to do
so, they are not insolvent and that this Contract creates binding and valid legal obligations on them.
27.10 The rights and obligations of the parties will not merge on completion of any transaction under this Contract, and they will survive the
execution and delivery of any assignment or other document entered, for the purpose of, implementing any transaction under this Contract.
27.11 If part or all of any term of this Contract is or becomes invalid, illegal or unenforceable, it shall be severed from this Contract and shall not
affect the validity and enforceability of the remaining terms of this Contract.

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