Supply Terms and Conditions
1.1 "ACL" means the Australian Consumer Law Schedule of the Competition and Consumer Act 2010 (Cth) and its associated Regulations as amended.
1.2 “Agreement” means any agreement for the provision of Services by Strata Umbrella Pty Ltd ACN 648 803 141 to the Client on these Terms.
1.3 “Asbestos Inspection” means an inspection of a property to determine if asbestos or asbestos containing materials are present on the nominated property conducted in accordance with and to the standard of the Code of Practice “How to Manage and Control Asbestos in the Workplace” with additional reference to relevant sections of the Workplace Health and Safety or Occupational Health and Safety legislation.
1.4 “Building Act” means the Building Act 1975 (Qld).
1.5 “Client” and “you” means the client (or any person acting on behalf of and with the authority of the Client) as described on any Order.
1.6 "consumer" is as defined in the ACL.
1.7 “Fire Safety Audit” may include fire safety services audit and reports compliant with relevant building fire legislation and obligations.
1.8 “Occupiers Statement” requires a Fire Safety Audit prior to issuance statements.
1.9 “Insurance Valuation” means a valuation prepared in order to provide an indication of a building’s replacement value, for the purpose of calculating the amount of insurance required to appropriately reinstate the building in the event of a total loss.
1.10 “Order” means any accepted quotation, work authorisation, purchase order or other form of request for the provision of Services by us in accordance with this Agreement and includes the scope, pricing, service level and timeframes set out in such document.
1.11 “Pool Safety Inspection” is an inspection of a regulated pool in accordance with Chapter 8 of the Building Act.
1.12 “Price” means the Price payable for the Services.
1.13 “Safety Inspection” means an inspection of a nominated property involving the assessment of hazards and/or buildings and associated common property facilities on the subject property, utilising non-intrusive and non-destructive assessment methods for the purposes outlined in the scope of each report.
1.14 “Services” means all services supplied by us to the Client in accordance with an Order.
1.15 “Sinking Fund Forecast” means a forecast of non-recurrent capital expenditure on strata scheme assets that is intended to create a reasonably accurate replacement budget and timeline for items of a capital expenditure nature for a period of 15 years from the date of the report, to assist the Client in setting sinking fund budgets for the purposes of the Body Corporate and Community Management Act 1997 (Qld) and associated regulations.
1.16 “Specific Services Schedule” means the specific services schedule attached to and forming part of these Terms.
1.17 “Terms” means these Supply Terms & Conditions.
1.18 “we” or “us” means Strata Umbrella Pty Ltd ACN 648 803 141.
2. The ACL
2.1 Nothing in the Terms is intended to have the effect of excluding, restricting, or modifying any applicable provisions of the ACL or any State or Territory legislation applicable to the supply of services which cannot be excluded, restricted or modified.
3.1 These Terms apply exclusively to every Order unless otherwise agreed in writing by us.
3.2 The Client expressly acknowledges and agrees that these Terms replace and apply to the exclusion of any terms and conditions contained in any purchase order or other document issued by the Client.
3.3 Any instructions received by us from the Client or on behalf of the Client for the supply of Services will constitute acceptance of the Agreement.
3.4 Any special conditions set out in the Order and accepted by us will apply to and form part of this Agreement and/or the relevant Order. To the extent of any inconsistency between the special conditions and these Terms, the special conditions will prevail.
3.5 This Agreement and the obligation to provide Services to the Client in accordance with an Order will not be binding on us until accepted in writing by us and notified to the Client.
3.6 We may require the Client to provide us with additional information or documentation prior to us providing a quotation or accepting an Order.
3.7 We are entitled to refuse to accept an Order from the Client in our absolute discretion, including if there are any outstanding moneys owing by the Client to us or if the Client has failed or refused to provide any additional information or documentation requested by us.
3.8 We reserve the right to change these Terms from time to time and we will take reasonable steps to inform the Client of any such changes. The Client accepts that notification of amendments to these Terms on our website, or any reference to the Terms in any material provided to the Client, are reasonable steps to inform the Client of changes to these Terms.
4. Price and Payment
4.1 In consideration of the provision of the Services by us, the Client must pay the Price.
4.2 The Price will be either:
(a) as indicated on invoices or quotation provided by us to the Client; or
(b) our Price at the date Order, according to our current price list.
4.3 The Price will exclude the cost to us of any materials or goods procured by us from third parties for the provision of the Services, as requested by the Client in the Order or agreed in writing by the Client in advance from time to time.
4.4 We reserve the right to change the Price in a quotation in the event that the quotation is not accepted within the time specified or as a result of variations outside of our control.
4.5 Payment of the Price must be made in cleared funds by credit card, direct debit or other method agreed by us.
4.6 Payment by credit card may incur a transaction fee equal to the transaction or merchant fee charged to us by our bank or merchant supplier.
4.7 Time for payment will be of the essence and will be stated on the invoice or any other forms. If no time is stated then payment will be due 14 days following the date of the invoice.
4.8 GST and other taxes and duties that may be applicable will be added to the Price except when they are expressly included in the Price.
4.9 Ownership of any reports or other documents prepared by us in the provision of the Services for the Client will remain with us until such time as the Client has paid all moneys owing to us in accordance with this Agreement.
4.10 If the Client disputes any amount claimed by us in an invoice, the Client must advise us in writing of the nature of the dispute and pay any undisputed portion of that invoice in accordance with this Agreement. We must use all reasonable endeavours to provide to the Client all information the Client reasonably requires to verify the amount claimed in a disputed invoice.
5.1 The Client acknowledges and agrees that upon acceptance of an Order we will take steps and incur expense relating to such Order and accordingly:
(a) the Client is bound to pay the Price in accordance with these Terms; and
(b) unless expressly agreed by us in writing, on a case by case basis and in our absolute discretion, the Client is unable to cancel the Services and/or obtain a refund of the Price due to change of mind or any other reason.
(c) If, in our absolute discretion, we do agree to a cancellation, we may charge a reasonable cancellation fee having regard to the cost, expense, loss or damage incurred by us in accepting such cancellation. We will notify you, at the time of cancellation, of the amount of any cancellation fee that may be applicable.
6. Our Obligations
6.1 In addition to any responsibilities that we may owe to the Client under any relevant legislation or regulations governing the provision of the Services, we agree that we will:
(a) provide the Services in accordance with this Agreement;
(b) use our best endeavours to meet agreed quotations, service levels and timeframes as set out in the Order however, we will not be liable for any loss suffered by the Client or a third party as a result of a Service not being able to be provided on or by a particular date;
(c) ensure that the Services shall be fit for any purpose expressly or implicitly made known to us;
(d) perform the Services with the highest level of care, skill and diligence in accordance with best practice in the relevant industry, profession or trade;
(e) ensure that all goods, materials, standards and techniques used in providing the Services are of the best quality and are free from defects in workmanship, installation and design;
(f) co-operate with the Client in all matters relating to the Services, and endeavour to comply with the Client’s reasonable instructions relating to the provision of the Services;
(g) before the date on which the Services are to start, obtain and at all times maintain during the Term, all necessary licences and consents and comply with all applicable laws in relation to the Services;
(h) observe all health and safety rules and regulations and any other reasonable security requirements that apply at any of the Client’s premises from time to time and that have been communicated to us;
(i) take good care of any of the Client’s equipment; and
(j) ensure that all personnel involved in the provision of the Services (including third parties and subcontractors) have suitable skills and experience to enable them to perform the tasks assigned to them.
7. Client Obligations
7.1 The Client must:
(a) co-operate with us in all matters relating to the Services;
(b) ensure that the Client’s authorised representative or agent has authority to bind the Client on all matters relating to the Services (including by signing any Order or variation document);
(c) provide access to its premises and data, and such office accommodation and other facilities as may reasonably be requested by us and agreed with the Client in writing in advance, for the purposes of the provisions of the Services;
(d) inform us of all health and safety and security requirements that apply at any of the Client’s premises which we will require access to for the purposes of performing the Services;
(e) if required by us, provide us with any relevant building or other plans needed in order for us to perform the Services. If we do not receive all requested plans from the Client, we may order such plans from the relevant authority and pass the cost of obtaining such plans onto the Client in addition to the Price.
(f) not cause any exploitation nor request us to act in breach of any legislative, licence, certification or professional conduct responsibilities by which we may be bound in the delivery or sub-contracting of the Services
(g) ensure that all information provided to us with respect to the provision of the Services is true, accurate and correct and hereby warrants the accuracy of such information.
8. General scope and limitations for Services
8.1 We will only inspect areas to which safe, reasonable, appropriate and unobstructed access is available, as determined by us in our reasonable discretion based on the conditions encountered at the time of inspection. This includes, but is not limited to, areas where entry is denied to us (whether due to a failure to provide keys or otherwise), elevated areas which are an occupational health and safety risk and areas obstructed by objects or finishes (including wall cavities, beneath floor coverings etc).
8.2 We will not undertake invasive or destructive investigation or testing unless it has been specifically requested and authorised by the Client.
8.3 We will not be able to report on the condition of, or take into account the impact of circumstances existing in areas that we determine are inaccessible and the Client accepts that the provision of the Services are subject to these limitations.
8.4 Our findings contained in the Services will be based on the prevailing conditions at the time of inspection and will not attempt to predict the effect of varying environmental conditions on such findings.
8.5 The terms and conditions set out in the Services Schedule also apply to the extent that the Services include one or more of the following:
(a) Pool Safety Inspection;
(b) Asbestos Inspection and Asbestos Report;
(c) Safety Report;
(d) Sinking Fund Forecast;
(e) Insurance Valuation.
9.1 The Client acknowledges and agrees that we may subcontract or separately engage a third party to provide any part or all of the Services on our behalf, at our absolute discretion, without any requirement to provide notice of such arrangement to the Client.
9.2 We are responsible for selecting, engaging or appointing the subcontractors whom may undertake the onsite works or perform the Services under this Agreement.
9.3 We will use reasonable endeavours to ensure that any third party engaged by us to provide the Services is suitably qualified, licensed (where applicable), professional and holds all required insurances for provision of the Services.
10.1 We confirm that we hold, and will continue to hold for the duration of this Agreement, the following policy(s) of insurance:
(a) Public liability with cover of not less than $20 million per occurrence; and
(b0 Professional indemnity with cover of not less than $5 million per occurrence.
11. Liability and Indemnity
11.1 Except as the Terms specifically state, or as contained in any express warranty provided in relation to the Services, the Agreement does not include by implication any other term, condition or warranty in respect of the Services.
11.2 If the Client is a consumer nothing in these Terms restricts, limits or modifies the Client’s rights or remedies against us for failure of a statutory guarantee under the ACL.
11.3 We are not liable for any indirect or consequential losses or expenses suffered by the Client or any third party, howsoever caused, including but not limited to loss of turnover, profits, business or goodwill or any liability to any other party, except to the extent of any liability imposed by the ACL.
11.4 You agree that our liability is limited, in relation to any loss, damage or injury of any nature howsoever arising, directly or indirectly, from receiving and/or relying upon any inspection, review, photograph, report or other publication delivered by us or on our behalf under these Terms, to (at our option):
(a) the supply of the Services again;
(b) the cost of having the Services supplied again; or
(c) the value of the originally invoiced Services provided to you.
11.5 You acknowledge and agree that:
(a) the Client bears non-exclusive responsibility for the property upon which we may conduct works, inspect and/or be required to attend in the delivery of the Services from time to time;
(b) we rely upon the information and instructions provided by you or anyone directed and authorised by you and the Client acknowledges that we are not responsible or liable for any errors or inaccuracies in the Services provided, and agrees to indemnify us for any loss or damage caused or suffered, as a result of such information or instructions being incorrect or inaccurate;
(c) where we engage qualified sub contractors to provide expert opinion and undertake inspections on our behalf as part of the provision of the Services, the opinions and recommendations adopted by us and provided to you may be qualified and/or based on assumptions as set out in the relevant report.
11.6 We make no representations that our contractors will achieve specific performance levels where the achievement of these performance levels or timeframes may contribute to any loss, harm or damage you may claim. Except as may be expressly agreed in writing, we make no representation and give no guarantee that our contractors will achieve a certain outcome, solve a particular problem or attain a specific goal.
11.7 We exclude liability to you and you agree to indemnify us for damage, loss, injury or harm caused by our Services, agents, employees or contractors except to the extent to which gross negligence on our behalf is proven to have contributed to such loss, damage, injury or harm. To the extent permitted, we further limit our liability arising under applicable statutory consumer guarantees where they exist in the manner set out in this clause.
11.8 Exclusions of liability and indemnities continue even after completion or termination of the Services
11.9 To the extent that the Services include a type of service set out in the Specific Services Schedule, the Client acknowledges that we will not be responsible for any damage, loss or consequences arising from any matters outside the general scope for that type of service set out in the Specific Service Schedule and where the Specific Services Schedule contains a specific limitation, that limitation will also apply to the specified type of service.
12. Intellectual Property
12.1 We will retain ownership of all intellectual property rights (including all rights relating to any and all intellectual property, copyright, and neighbouring rights; and moral rights as defined in the Copyright Act 1968 (Cth) or any other applicable law, whether existing now or in the future, both in Australia and throughout the world) in and relating to all methods, techniques, processes, systems, materials, programs and documents devised, designed, created or prepared by or on behalf of the Client for the purpose of or in connection with the provision of the Services or any other matter agreed between the parties.
13. Default and Consequences of Default
13.1 If the Client defaults in payment by the due date of any amount payable to [Company], then all money which would become payable by the Client to [Company] at a later date on any account, becomes immediately due and payable without the requirement of any notice to the Client, and [Company] may, without prejudice to any of its other accrued or contingent rights:
(a) charge the Client interest on any sum due at a rate equal to eight per cent (8%) above the then current base rate of the Reserve Bank of Australia at the date the invoice was issued per calendar month for the period from the due date until the date of payment in full;
(b) charge the Client for, and the Client must indemnify [Company] from, all costs and expenses (including without limitation all legal costs and expenses) incurred by it resulting from the default or in taking action to enforce compliance with the Agreement or to recover any Goods;
(c) cease or suspend supply of any further Services to the Client; and/or
(d) by written notice to the Client, terminate any uncompleted Order and/or this Agreement with the Client.
13.2 Without prejudice to any other remedies that we may have, if at any time the Client is in breach of any obligation (including those relating to payment) we may suspend or terminate the supply of Services to the Client and we will not be liable to the Client for any loss or damage the Client suffers because we have exercised our rights under this clause.
13.3 Without prejudice to other remedies available to us at law, we will be entitled to cancel all or any part of any Order of the Client which remains unfulfilled and all amounts owing to us will, whether or not due for payment, become immediately payable in the event that:
(a) in our opinion the Client will be unable to meet its payments as they fall due; or
(b) the Client becomes insolvent or subject to external administration, 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
(c) a receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of the Client or any asset of the Client;
(d) the Client ceases to carry on its current business or a material part of its current business, or threatens to do either of these things; or
(e) any event occurs which in our reasonable opinion is likely to adversely affect the ability of the Client to perform its obligations under these Terms
14.1 In this clause Confidential Information means all confidential and propriety information (including without limitation, specifications, technical data and configurations) which is disclosed by you to us.
14.2 We acknowledge and agree that at all times during and after the Term:
(a) we will maintain the absolute confidentiality of all Confidential Information provided to us;
(b) we will not use or cause anyone to use the Confidential Information in any business or capacity other than for the provision of the supply of Services;
(c) we will not disclose to any third party Confidential Information other than for the provision of the Services to the Client
(d) we will use its best efforts to ensure that those who receive the Confidential Information are bound by the same obligations or confidentiality set out in this Agreement.
15. Force Majeure
15.1 Subject to clause 2, neither party will be liable in any way howsoever arising under the Agreement to the extent that it is prevented from acting by events beyond its reasonable control including, without limitation, industrial disputes, strikes, lockouts, accident, acts of God, acts or threats of terrorism or war or restrictions imposed by a government authority or other regulatory authority including, without limitation, as a result of a pandemic or other event. If an event of force majeure occurs, either party may suspend or terminate the Agreement by written notice to the other party.
15.2 This clause does not excuse the Client from any obligation under this Agreement to pay any amount of money to us.
16.1 If any provision of these terms and conditions will be invalid, void, illegal or unenforceable the validity, existence, legality and enforceability of the remaining provisions will not be affected, prejudiced or impaired.
16.2 The Client engages us as an independent contractor only and nothing in this Agreement shall render the relationship contemplated between us and the Client as one of employment, agency, partnership or joint venture.
16.3 These Terms and any Agreement to which they apply will be governed by the laws of Queensland and are subject to the jurisdiction of the courts of Queensland.
16.4 These Terms, the Order and any Order confirmation issued by us represent the entire agreement between the parties in relation to the provision of the Services referred to in the Order. All implied and statutory terms, to the extent to which they are inconsistent with these Terms, are excluded to the fullest extent permitted by law.
16.5 The Client acknowledges that we have not made any warranty or representation to the Client in relation to the Services which are not fully set out in these Terms or the Order and further that the Client has not relied on any such warranty or representation
16.6 The Client is not entitled to set off against, or deduct from the Price, any sums owed or claimed to be owed to the Client by us nor to withhold payment of any invoice because part of that invoice is in dispute.
Specific Services Schedule
The additional terms and conditions set out in this Specific Services Schedule apply to the following categories of Services (as applicable):
(a) Pool Safety Inspection;
(b) Asbestos Inspection and/or Report;
(c) Safety Report;
(d) Sinking Fund Forecast;
(e) Insurance Valuation; and
(f) Fire Safety Audits
(g) Occupiers Statements.
1. Pool Safety Inspections
1.1 The following specific limitations apply to Pool Safety Inspections:
(a) we will not conduct quantitative strength testing of the pool fence as part of the Service;
(b) we will inspect only those items required to be inspected under MP3.4 of the Queensland Development Code and associated instruments;
(c) we will not perform repairs as part of the Service, but may agree to perform repairs at the request of the Client as an additional scope item in the Order; and
(d) where a non-conformity notice is issued, it is the obligation of the Client to contact us to arrange for a subsequent Pool Safety Inspection once the rectification work listed in the notice has been completed.
2. Asbestos Inspection
2.1 Where an Asbestos Inspection has identified asbestos or asbestos containing material on the nominated property, we will prepare an asbestos register and asbestos management plan in accordance with the provisions of applicable legislative instruments.
2.2 Where safe and practicable, we will take a sample of material to conclusively determine if the material contains asbestos.
2.3 In some instances, asbestos may be present in areas that cannot be assessed without implementing destructive sampling techniques. We will not take samples in these circumstances.
2.4 Where we have taken a sample, we will seal the leading edge of the sampled material in accordance with industry practice however, we will not otherwise repair any damage caused by the sampling techniques. We will take reasonable steps to take samples in unobtrusive locations however, the Client acknowledges that this is not always possible. The Client releases us from any damage caused by taking a sample in accordance with acceptable industry practices.
2.5 We accept no liability or responsibility for results provided by an accredited asbestos laboratory and the Client acknowledges that we rely on the accuracy of the results of such test results. Further we make no representations, warranties or guarantees as to the accuracy of the findings of any independent asbestos testing agency used.
3. Safety Report
3.1 A Safety Report may include additional requirements such as the incorporation of manual handling, job task analysis, training, air space and lighting measurements, asbestos analysis, chemical management, a safety management system and policies and procedures for safe work.
3.2 The Client is required to provide us with plans for the relevant property showing common areas and private areas, before the nominated date for inspection of the property by us.
3.3 A Safety Report will not address certain issues including:
(a) any assessment of the structural adequacy of any of the elements of the property;
(b) issues relating to asbestos, including the identification and assessment of the condition of the asbestos. An Asbestos Inspection is required for this scope of work;
(c) issues relating to fire safety, including the adequacy of fire safety measures, emergency response planning or maintenance or training regimes;
(d) a glass assessment;
(e) structural rigidity of balustrades or handrails;
(f) quantitative slip testing to AS 4663 and AS4586;
(g) the provision or adequacy of lighting on the property; or
(h) risks which the inspector deems to be insignificant.
3.4 Any comments contained in a Safety Report in relation to the issues listed in 3.3 above will be incidental in nature and qualitative, and do not imply that any further issues of that type were considered.
3.5 A Safety Report may contain comments regarding the condition or nature of balustrades however, the balustrades will not be comprehensively inspected and tested as part of this Service. The Client must specifically notify us prior to placing the Order if balustrade testing is required.
3.6 It is the responsibility of the Client to ensure that the recommendations contained in the Safety Report are adopted and thereafter to ensure ongoing compliance with relevant safety standards.
3.7 The Client acknowledges that receiving and acting in reliance upon the Services will not necessarily ensure compliance by the Client with all safety legislation applicable to the relevant property. Rather, the Services recommend methods of managing or minimising the risks associated with relevant site specific physical hazards at the time of inspection.
4. Sinking Fund Forecast
4.1 Unless expressly requested to do so by the Client or its agent, we will not include items in the forecast that are not prescribed by the applicable legislative instruments, including items that are not scheme assets or items with no connection to the scheme. If we are requested to include such items, the Client releases us from any and all liability and indemnifies us for any loss or damage resulting from the inclusion of these non-standard items in the sinking fund forecast.
5. Insurance Valuation
5.1 When ordering an Insurance Valuation, the Client must notify us of and disclose to us any matters which the Client knows to be a matter which may materially affect the valuation, and a reasonable person in the circumstances could be expected to know to be a matter of relevance. This includes a matter which may diminish as well as increase the value of the property and includes any heritage listings relevant to the property. We are not liable for an inaccurate valuation which would have been reasonably accurate but for the failure to disclose a matter which materially affects the valuation.
5.2 Where ascertaining the exact value of particular elements would require specialised qualifications other than those of a suitably qualified insurance valuer, we will not be liable for an inaccurate valuation of those elements.
5.3 The Insurance Valuation is indicative only and should not be construed as a definitive statement of the market value of a property.
5.4 The Insurance Valuation will contain assumptions based on our valuer’s experience in the industry, the information provided to us and where relevant, a visual inspection of the property only. Our valuation does not account for future fluctuations in the property market and is given as at the date stated in the valuation.
5.5 Our Insurance Valuation is prepared for use by the Client only. The Insurance Valuation may be communicated, disseminated or disclosed only to third party insurers or insurance brokers for the purposes of providing the Client with a quotation or policy of insurance for the property and/or relevant building(s).
6. Fire Safety Services and Reports
6.1 All fire safety inspections, audits and maintenance services will be performed in accordance with the relevant laws, regulations and Australian standards.
6.2 Where a building has complex fire safety installations, a fire protection contractor may be engaged to assist with the testing of those installations.
6.3 The Client is required to provide us with plans for the relevant property showing common areas and private areas; known fire safety installations; the existence of any concealed pipes, wires and cables for water, gas, electricity and telecommunications, before the nominated date for inspection of the property.
6.4 The Client is also required, upon request by us, to provide us with all base line data (as required by the Australian standard) relating to the Property and the building. Additional fees will be payable if we are required to assist in the creation of base line data if such data is unavailable.
6.5 Servicing of any underground check valves or isolating valves which may be installed in a pit are, unless expressly included, excluded from the Price and additional fees will be payable for these services.
6.6 Pressure testing of fire hydrant service pipe work to the required design standard can cause some systems to fail or burst under pressure and we encourage you to take the appropriate action in notifying employees, contractors and other third parties on the Premises on the day of the test. We accept no liability whatsoever for system failure caused by pressure testing and any damage caused as a result of the performance of the test regardless of any act or omission by us or our contractors. The Price does not include any amount for the repair of any pipe work or valves which leak while conducting the pressure testing procedure.
6.7 It is the Client’s responsibility to ensure that all identified defects and other reported requirements are complied with promptly and to arrange a re-inspection (if required).