Terms of Use

These Website Terms of Use (“Terms of Use”) are applicable to the websites of Trade Bench and all affiliates and subsidiaries. In addition to the Websites, these Terms of Use are also applicable to all tools, documents, applications (including mobile applications), and other services, including the services offered under. Please read this document carefully as it is a legally binding agreement between you and your representatives (collectively, “you” or “your”), and Trade Bench (together with any Trade Bench affiliates and subsidiaries, “we,” “our,” or “us,” or the “Company”). Subscribers to the services are (collectively the “Community”).

1. ACCEPTING THESE TERMS OF USE AND CHANGES TO THESE TERMS OF USE
By accessing or using the Trade Bench Services, you are agreeing to these Terms of Use and entering into a legally binding agreement with us. As the contracting party you agree to, and are bound by the ''Personal Property Securities Act (2009 (PPSA))'' Full term set out below -. If you do not agree to these Terms of Use, including the binding arbitration clause and class action waiver contained in Section 14 below, you may not use the Services or create an account (“Trade Bench Account”).

We may from time to time change these Terms of Use and will post a revised copy on this page. We encourage you to check regularly for any updates. If we make any material changes to these Terms of Use, we will notify you via email or on the Services as appropriate. Otherwise, your continued use of the Services following such changes will constitute your acceptance of the new Terms of Use.

2. ELIGIBILITY AND REGISTRATION
You must be at least 18 years old. If you choose to create a Trade Bench Account, you must provide certain information, including a valid occupational licence number, business insurance policy number, mobile phone number, resent head shoot photo, email address and a password. You agree to view and or receive carefully select marketing material through the Services, You agree to only provide information that is accurate and truthful, and to keep it accurate and updated. It is your responsibility to maintain the confidentiality and security of your account information, and to notify us immediately if you learn of any unauthorized use of your account or information. You may not share your password. You are fully responsible for the use of your password and any other credentials used to access the Trade Bench Account, (e.g. username, or registration of an account), whether by you or others. We are authorized to act on instructions received through use of your Trade Bench Account or registration, and are not liable for any loss or damage arising from your failure to comply with this Section. Your registration and participation with the service are subject to our review and approval and we reserve the right not to approve, or withdraw our approval of, your registration or participation on the service for any reason or no reason.

By providing your information, you consent to us contacting you about your interest in us or the Services by email, phone, or through any other contact information you have chosen to provide. You may have options relating to receiving marketing information please our Privacy Statement.

3. INTELLECTUAL PROPERTY
All parts of the Services, including the selection, compilation, arrangement, and presentation of all materials and the Websites, tools, documents and applications, are copyrighted by us or our licensors and content suppliers, and are protected by Australian and international laws. You agree to abide by all applicable copyright laws, as well as copyright notices or restrictions posted on the Services, and you acknowledge that use of any content of the Services without our express prior written permission is strictly prohibited.

You may not use any of our trademarks, trade names, service marks, copyrights, or logos in any manner which creates the impression that such items belong to or are associated with you, unless you have our written consent, and you acknowledge that you have no ownership rights in or to any of such items.

You may not frame the Websites. You may link to the Websites, provided that you acknowledge and agree that you will not link the Websites to any website containing any inappropriate, profane, defamatory, infringing, obscene, indecent, or unlawful topic, name, material, or information or that violates any intellectual property, proprietary, privacy, or publicity rights.

4. YOUR LICENSE TO USE THE SERVICES
The Services are owned exclusively by us. However, we grant you a limited, non-exclusive, non-transferable license to access and use the Services only as expressly permitted in these Terms of Use. You will not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, broadcast or otherwise exploit the Services, except as expressly permitted in these Terms of Use. Any violation by you of these license provisions may result in the immediate termination of your right to use the Services. We reserve all right, title and interest not expressly granted under this license to the fullest extent possible under applicable laws.

You grant Trade Bench a worldwide, royalty free license to use, reproduce, distribute, modify, adapt, create derivative works, make publicly available, and otherwise use your Content, but only for the limited purposes of providing the Services to you and as otherwise permitted by the Trade Bench privacy policies. This license for such limited purposes continues even after you stop using our Services, with respect to aggregate and de-identified data derived from your Content and any residual backup copies of your Content made in the ordinary course of Trade Bench’s business. This license also extends to any trusted third parties we work with to the extent necessary to provide the Services to you. If you provide Trade Bench with feedback about the Services, we may use your feedback without any obligation to you.

5. SERVICE RULES
There are a number of rules you must follow to use the Services. You agree not to use the Services in any way that:

  • Violates these Terms of Use;
  • Allows you to scrape, monitor, or copy any part of the Services in an automated way, using any robot, scraper, or other method of access other than manually accessing the publicly-available portions of the Services;
  • Violates the restrictions in any robot exclusion headers of the Services, or bypasses or circumvents other measures to prevent or limit access to the Services;
  • Creates any derivative works from the Services;
  • Competes with our business or impacts our revenue;
  • Impairs our computer systems or transmits software viruses, worms, or other harmful files;
  • Interferes with any other party’s use and enjoyment of the Services;
  • Attempts to gain unauthorized access to the Services;
  • Uses any part of the Services in unsolicited mailings or spam material;
  • Violates any third party’s rights, including copyright, trademark, privacy rights, or any other intellectual property or proprietary rights;
  • Threatens, stalks, harms, or harasses others, misleads or deceives others, promotes bigotry or discrimination, defames others, or is otherwise objectionable; solicits personal information, promotes illegal substances, or submits or transmits pornography; or
  • Violates any laws.

6. YOUR CONTENT AND SUBMISSIONS
You are solely responsible for all content that you post, publish, transmit, upload, distribute or otherwise make available or submit to or through the Services, including without limitation to or through the Community (collectively, “Submissions”). Your Submissions must be identified by your actual name and/or your username, and will be linked to your Trade Bench Account and Community profile. You acknowledge that once published, you cannot withdraw such Submissions. Unless we indicate otherwise, you grant us, our subsidiaries, and affiliates a nonexclusive, transferrable, royalty-free, perpetual, irrevocable, and fully sub licensable right to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, copy, and display any Submissions throughout the world in any form.

You represent and warrant that you own or otherwise control all of the rights to your Submissions and that your Submissions will not violate these Terms of Use or cause injury to any other person or entity. We take no responsibility and assume no liability for any material, content, opinion, recommendation, or advice provided by you in your Submissions or by any third party. We have no obligation to post any of your Submissions, and reserve the right to post our own versions of that content (including, but not limited to, photos and descriptions) instead of yours at our sole discretion.

You assign us the right to pursue enforcement of copyright and other intellectual property claims against third parties that have, without authorization, and in violation of these Terms of Use, scraped, copied, or distributed content from your Submissions and for which you have not granted such third parties a separate license to use.

Please review our Privacy Statement prior to making any Submissions. If you do not agree with our Privacy Statement, you may not make any Submissions.

In addition to complying with the rules specified in these Terms of Use, you agree to comply with the following rules when participating in the Community and/or making any Submissions. This list is not meant to be exhaustive, and we reserve the right to determine what types of conduct we consider to be inappropriate use of the Services. In the case of inappropriate use, we may take such measures as we determine appropriate, at our sole discretion. By way of example, and not as limitation, you agree to abide by the following rules when participating in the Community and/or making any Submissions:

  • You will remain polite and civil to other users, even if you disagree with content that you come across through your use of the Services;
  • Your Submissions will not be off topic or contain promotions of or solicitations for other products, services or fundraising activities;
  • Your Submissions will not infringe or violate our rights or the rights of a third party;
  • You will not impersonate anyone else, misrepresent your identity or affiliation, or make Submissions from fake or anonymous profiles;
  • You agree that we are not liable for Submissions made by you or others;
  • You agree that we have the right to remove or edit any content and any Submissions in our sole discretion;
  • Your Submissions will not consist of any inappropriate content, including without limitation personal attacks, offensive remarks, obscenities or any language that we consider foul, vulgar or fraudulent;
  • Your Submissions will not contain images of any person, unless you have received their permission, or the permission of their parent or guardian if the person is under the age of 18 or unable to provide consent for any reason;
  • You will not share viruses or files that have the capability of causing damage to another’s computer;
  • You agree that we have the right to delete, modify or remove any Submissions, at any time in our sole discretion and that you are solely responsible to backup any such content; and
  • You agree that when you use the Services you do so at your own risk and that you understand that Submissions that you see may not be accurate. While we may monitor Submissions, we are under no obligation to do so.

7. REPORTING COPYRIGHT INFRINGEMENT
We have a policy that provides for the termination of subscribers and account holders of our Services who infringe our copyright. If you believe your copyright or the copyright of a person on whose behalf you are authorized to act has been infringed, you may provide us with a written Notice of Alleged Infringement (“Notice”). You must do all of the following in your written Notice for it to be valid:

A. Identify the copyrighted content relating to the infringement covered by this Notice – you may provide a representative list of the copyrighted works that you claim have been infringed.

B. Provide information reasonably sufficient to enable us to locate the material, including (if the Content is on our website) the URL of the link shown on the website where such material may be found.

C. Include your mailing address, telephone number, and email address.

D. Include both of the following statements in the body of the Notice (if these statements are untrue, you cannot submit the Notice):

“I have in good faith, belief that the disputed use of the copyrighted material is not authorized by the copyright owner, its agent, or the law (e.g., as a fair use).”

“The information in this Notice is accurate and, under penalty of perjury, I affirm that I am the owner, or authorized to act on behalf of the owner, of the copyright or of an exclusive right under the copyright that is allegedly infringed.”

E. Provide your full legal name and your electronic or physical signature.

Deliver this Notice, with all items completed, to Company’s registered address:

8. DISCLAIMER OF WARRANTIES
You agree that your use of the services is at your sole risk and acknowledge that all information contained in the services is provided “as is” and “as available,” and that we disclaim all warranties, either expressed or implied, as to the services, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, title and non-infringement. We make no representations or guarantees that the Services are compatible with your equipment or that the Services, or that any electronic communications sent by us or our affiliates, are error-free or will be free from loss, destruction, damage, interruption, corruption, attack, viruses, worms, or other harmful, invasive, or corrupted files, interference, hacking, or other security intrusion, and we disclaim any liability relating thereto. You agree that we have the right to change the content or technical specifications of any aspect of the Services at any time at our sole discretion. You further agree that such changes may result in you being unable to access the Services.

We make no guarantees, representations, or warranties that the Services or information available through the Services, or that the use of or result of the use of the Services, will be accurate, reliable, complete, current, uninterrupted, or without errors. Any documents, pictures, or other information available on the Services are for informational purposes only,

Some of the available content, services, and information may include materials that belong to or that are submitted by third parties. You acknowledge that we assume no responsibility for such content, services, or information. The content of other websites, services, goods, or advertisements that may be linked to or from the Services is not maintained or controlled by us. We do not: (i) make any warranty, express or implied, with respect to the use of the links provided on, or to, the Services; (ii) guarantee the accuracy, completeness, usefulness or adequacy of any other websites, services, or goods, that may be linked to or from the Services; or (iii) make any endorsement of any other websites, services, or goods that may be linked to or from the Services.

9. LIMITATIONS OF LIABILITY
Under no circumstances, including but not limited to negligence, shall we, our subsidiaries, or affiliates be liable to you or any third party for direct, indirect, incidental, consequential, special, punitive, or exemplary damages, arising from use of or inability to use the services, including those caused by any failure of performance, error, omission, interruption, defect, delay in operation of transmission, computer virus, or infrastructure failure in connection with your use of the services, even if we have been advised of the possibility of such damages.

The company will in no way be liable for loose of income, injury, permanent disability or death as a result of offering or accepting an offer from a subscriber within the community, through Trade Bench web site.

10. INDEMNITY
You agree to indemnify, defend, and hold us, our subsidiaries, and affiliates harmless, including costs, liabilities and legal fees, from any claim or demand made by any third party arising out of or relating to: (i) your access to or use of the Services; (ii) your violation of any third party right, including without limitation any copyright, property, or privacy right; (iii) the content of your Submissions; or (iv) your breach of these Terms of Use. We reserve the right, at your expense, to assume the exclusive defence and control of any matter subject to indemnification by you, and you agree to cooperate in such defence. You agree not to settle any matter in which you have indemnity obligations without our prior written consent. We will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.

11. PRIVACY STATEMENT
Our use of your information is governed at all times by our Privacy Statement. Our Privacy Statement explains our practices relating to the collection and use of your information in connection with the Services, and is incorporated into these Terms of Use. By using the Services, you consent to the collection and use of your information as set forth in the Privacy Statement.

12. TERMINATION OR STOPPING USE OF THE SERVICES
You can stop using the Services at any time and for any reason.

Without prior notice, we may revoke your registration, suspend your ability to use certain parts of the Services, and/or terminate your access to the Services at any time at our discretion. We may also modify, suspend, or discontinue the Services.
If you breach or threaten to breach any provision of these Terms of Use, in addition to terminating your right to use the Services, we shall be entitled to seek injunctive relief to enforce the provisions hereof, but nothing herein shall preclude us from pursuing any action or other remedy for breach or threatened breach of these Terms of Use. If we prevail in such action, we shall be entitled to recover from you all reasonable costs, expenses, and attorneys’ fees incurred in connection therewith.
In order to protect the Services, we reserve the right at any time to block users from certain IP addresses from accessing and using the Services. We may also request that you stop accessing or permanently destroy certain content or information available through the Services.

13. Transaction and Negotiations
The Services offered by Trade Bench are exclusively to facilitate the offering and accepting of available time between individuals and or companies for licensed trades.  Trade Bench holds no liability to negotiating on behalf of the either party or manage payment between the parties. Trade Bench provides the platform for transactions to occur but does not participate in communication, negotiation or influence of any kind.

14. BINDING ARBITRATION AGREEMENT AND CLASS ACTION WAIVER
Please read this section carefully – it may significantly affect your legal rights, including your right to file a lawsuit in court and to have a jury hear your claims.

Unless otherwise specified in relation to a particular Service, the Services are provided by Trade Bench.

Governing Law. Those terms are governed by the laws of South Australia

Jurisdiction. Except if prohibited by applicable law, each party submits to the exclusive jurisdiction of South Australia

By using the Services, you irrevocably agree: (i) to waive all rights to trial in a court before a judge or jury on any claim, action or dispute with us or relating in any way to your use of the Services or the interpretation, applicability, enforceability or formation of these Terms of Use including, but not limited to, any claim that all or any part of this agreement is void or voidable (“Claims”); (ii) that all Claims will be determined exclusively by final and binding arbitration in Adelaide, South Australia before one arbitrator; and (iii) that the arbitrator will not have the authority to consolidate the Claims of other users of the Services (“Users”) and will not have the authority to fashion a proceeding as a class or collective action or to award relief to a group or class of Users in one arbitration proceeding.

The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any Claims. However, nothing in this section shall prevent us from enforcing our intellectual property rights and/or remedy unfair competition, misappropriation of trade secrets, unauthorized access, fraud or computer fraud, and/or industrial espionage in court.

Judgment on any arbitration award may be entered in any court having jurisdiction. The prevailing party shall be entitled to an award of costs and lawyer fees reasonably incurred (a) in connection with any arbitration arising out of or related to these Terms of Use, or (b) to enforce the terms of these Terms of Use to arbitrate. If a party is deemed to be a prevailing party under circumstances where the prevailing party won on some but not all of the claims and counterclaims, the prevailing party may be awarded an appropriate percentage of the costs and attorneys’ fees reasonably incurred in connection with the arbitration or action.

Severability. If any provision of these Terms is determined to be unenforceable by a court of competent jurisdiction, that provision will be severed and the remainder of terms will remain in full effect.

Survival. The following sections will survive the termination of these Terms: 1, 2, 3, 10, 12, 13, 14, 15, 16, and 17.

15. SERVICES AUDITING AND MONITORING
We reserve the right to audit and monitor (manually or through automated means) the use of the Services to ensure compliance with these Terms of Use and to maintain and improve the provision of the Services. We also may, but are not required to, monitor the content on the Services using manual review or technical measures to screen, block, filter, edit or remove content. We may terminate or suspend users’ of Trade Bench or delete, edit or remove content that we, at our sole discretion, deem illegal, offensive, abusive, in violation of these Terms of Use or our other policies, or otherwise inappropriate or unacceptable. All enforcement determinations are made at our sole discretion, and we will not incur any liability or responsibility if we choose to remove or delete any content.

You acknowledge, consent, and agree that we may access, preserve, and disclose information about your use of the Services, including your communications and content you submit, if required to do so by law or in a good faith believe that such access, preservation, or disclosure is reasonably necessary to: (i) comply with legal process; (ii) enforce these Terms of Use; (iii) respond to claims that any content you submit violates the rights of third parties; (iv) respond to your requests for customer service; or (v) protect the rights, property or personal safety of us, our users and the public.

16. OFFER OF SERVICE
Subscribers using Trade Bench to conduct negotiations with other Subscribers are obligated to fulfil their agreed duties and receive agreed payment of fees for the completed service. The obligations and requirements to be performed are agreed between the parties directly, after the offer has been accepted through the Service. By accepting consenting with the submissions ‘I agree’ terms and conditions of fulfilling their obligations to populate the forms at the later date when their offer is accepted.

17. GENERAL TERMS
A. Force Majeure. No party shall be liable to the other for any default resulting from force majeure, which includes any circumstances beyond the reasonable control of the parties.

B. Notices and Electronic Communications. We may provide you with notices, including those regarding changes to these Terms of Use by email, regular mail, telephone or communications though the Services. When you use the Services, you consent to receive communications from us electronically and through each of the foregoing methods. By engaging in any telephone conversation with our agents or employees, you consent to our recording such telephone call. You agree that all notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. You agree that you have the ability to store electronic communications such that they remain accessible to you in an unchanged form.

C. Compliance with Applicable Laws: The Services are controlled within Australia and directed to individuals residing in the Australia. We do not represent that the materials in the Services are appropriate or available for use in any particular location. Those who choose to access the Services do so on their own initiative and are responsible for compliance with all applicable laws in their own jurisdiction. We reserve the right to limit the availability of the Services to any person, geographic area or jurisdiction at any time in our sole discretion.

D. Miscellaneous. You acknowledge that these Terms of Use, any other policies or terms incorporated herein, either in their entirety or by explicit reference, and any other terms and conditions on the Services, constitute the entire agreement between you and us and govern your use of the Services. Australian law governs use of the Services and will be applied in any legal action or arbitration involving use of the Services. If any provision of these Terms of Use is found invalid or unenforceable, that provision will be enforced to the maximum extent permissible by law, and the other provisions of these Terms of Use will remain in force. Our failure to exercise or enforce any right or provision of these Terms of Use shall not constitute a waiver of such right or provision unless acknowledged and agreed by us in writing. You may not assign these Terms of Use or the rights hereunder without our prior written consent. We may assign these Terms of Use and delegate certain responsibilities, obligations, and duties under or in connection with these Terms of Use in our sole discretion.

E. Fees for Services. You agree to pay to Trade Bench any fees for each Service you purchase or use, in accordance with the pricing and payment terms presented to you for that Service. Fees paid by you are non-refundable, except as provided in these Terms or when required by law.

F. Subscriptions. Some of our Services are billed on a subscription basis (we call these “Subscriptions”). This means that you will be billed in advance on a recurring, periodic basis (each period is called a “billing cycle”). Billing cycles are typically monthly or annual, depending on what subscription plan you select when purchasing a Subscription. Your Subscription will automatically renew at the end of each billing cycle unless you cancel auto-renewal through your online account management page, or by contacting our customer support team. You may cancel auto-renewal on your Subscription at any time, in which case your Subscription will continue until the end of that billing cycle before terminating. You may cancel auto-renewal on your Subscription immediately after the Subscription starts if you do not want it to renew.

G. Taxes. Unless otherwise stated, you are responsible for any taxes or duties associated with the Services agreed between You and other Trade Bench members, including any related penalties or interest (collectively, “Taxes”). You will pay Trade Bench for the Services without any reduction for Taxes. If Trade Bench is obliged to collect or pay Taxes, the Taxes will be invoiced to you.

H. Price Changes. Trade Bench may change the fees charged for the Services at any time, provided that, for Services billed on a subscription basis, the change will become effective only at the end of the then-current billing cycle of your Subscription. Trade Bench will provide you with reasonable prior notice of any change in fees to give you an opportunity to cancel your Subscription before the change becomes effective.

I. System Backup. You are responsible for maintaining, protecting, and making backups of your Content. To the extent permitted by applicable law, Trade Bench will not be liable for any failure to store, or for loss or corruption of, your Content.

J. Account Inactivity. Trade Bench may terminate your account and delete any content contained in it if there is no account activity (such as a log in event or payment) for over 12 months. However, we will attempt to warn you by email before terminating your account to provide you with an opportunity to log in to your account so that it remains active.

K. Independent Contractors. The relationship between you and Trade Bench is that of independent contractors, and not legal partners, employees, or agents of each other.

L. Third Party Beneficiaries. There are no third-party beneficiaries to these Terms.

Personal Property Securities Act (2009 (PPSA)

 

      Completing a Credit Application does not infer that credit will be granted.  

 

      The document must be completed in full, with no alterations or deletions. Any such alterations or deletions will void the application and a
        new form will need to be completed.

 

unfair’,
they should contact the contracted party to further discuss and negotiate before proceeding with the

application.

 

The contracted party reserves the right to refuse credit to any Applicant explanation.

 

      Special Note: if the Client acts as, or is part of, a Trust/Nominee Entity then the provision of personal guarantee/s from the Trust
        Beneficiary/Beneficiaries is required to process this application.

 

IN CONSIDERATION the “Contracted party” providing
commercial credit facilities to the party completing the application (hereinafter referred to as “Contracting party”) annexed to these conditions:

 

The Contracting party acknowledges and agrees that the following applies to and forms part of any contract for the supply of Goods and/or Services by Contracted party
and that these General Terms and Conditions take precedence over any terms and conditions which may be contained in any document provided by the

Contracting party. Any request from the Contracting party to Contracted party for the supply of Goods and / or Services shall constitute acceptance of these general terms and
conditions.  

 

        The Contracting party acknowledges that where the Contracting party consists of more than one party or entity, liability shall be joint and several.

(iii) These terms and conditions, including any Credit Limits set by contracted party, are effective from the date of acceptance by the Contracting party and may be am ended or
superseded from time to time by notice given by Contracted party by any means. Unless or except specifically excluded herein, contracted party and the Contracting party retain
        any rights and remedies available to them in any prior or pre-existing agreement.

 

“Goods” and/or “Collateral” shall mean all goods and/or services supplied by Contracted party to the Contracting party, or ordered by the Contracting party but not yet supplied,
and includes goods and/or services described on any quotation, invoice, purchase order or any other document including any recommendations and

advice and over which Contracted party may intend to register a Security Interest. “Price” shall mean the cost of the Goods as referred to in contracted party price lists,
        prepared quotes & / or specific arrangements and shall be subject to change from time to time without notice.

1. Personal Property Securities Act (2009)

1.1 In this clause financing statement, financing change statement, security agreement, and security interest has the meaning given to it by the PPSA. 1.2 Upon
assenting to these terms and conditions in writing the Contracting party 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 Contracting party to Contracted party
for Works – that have previously been supplied and that will be supplied in the future by Contracted party to the Contracting party.  

1.3 The Contracting party undertakes to:  

(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 Contracted party 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 1.3(a)(i) or 1.3(a)(ii);                                    

(b) indemnify, and upon demand reimburse, Contracted party 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 contracted party;   

(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 favor of a third party without the prior written consent of contracted   party;  

(e) immediately advise Contracted party 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.  

1.4 Contracted party and the Contracting party agree that sections 96, 115 and 125 of the PPSA do not apply to the security agreement created by these terms and conditions.  
1.5 The Contracting party hereby waives its rights to receive notices under sections 95, 118, 121(4), 130, 132(3)(d) and 132(4) of the PPSA.  

1.6 The Contracting party waives its rights as a grantor and/or a debtor under sections 142 and 143 of the PPSA.  

1.7 Unless otherwise agreed to in writing by Contracted party, the Contracting party waives its right to receive a verification statement in accordance with section 157 of the
PPSA.  

1.8 The Contracting party shall unconditionally ratify any actions taken by Contracted party under clauses 1.3 to 1.5.  

1.9 Subject to any express provisions to the contrary (including those contained in this clause 1) nothing in these term s and conditions is intended to have the
effect of contracted out of any of the provisions of the PPSA

2. Privacy  

2.1The Contracting party agrees for Contracted party to obtain from a credit reporting body (CRB) a credit report containing personal credit information (e.g. name, address,
D.O.B, occupation, previous credit applications, credit history) about the Contracting party  in relation to credit provided by Contracted  party .   

2.2 The Contracting party agrees that Contracted party may exchange information about the Contracting party with those credit providers and with related body corporates for the
following purposes:  

(a) to assess an application by the Contracting party; and/or  

(b) to notify other credit providers of a default by the Contracting party; and/or  

(c) to exchange information with other credit providers as to the status of this credit account, where the Contracting party is in default with other  
credit providers; and/or  

(d) to assess the creditworthiness of the Contracting party including the Contracting party repayment history in the preceding two (2) years.
2.3 The Contracting party consents to Contracted party being given a consumer credit report to collect overdue payment on commercial credit.  

2.4 The Contracting party agrees that personal credit information provided m ay be used and retained by Contracted party 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 Contracting party ’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 Contracting party; and/or  

(d) enabling the collection of amounts outstanding in relation to the Works.  

2.5 Contracted party may give information about the Contracting party 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 Contracting party including credit history.  
2.6 The information given to the CRB may include:  

(a) personal information as outlined in 18.1 above;  

(b) name of the credit provider and that Contracted party is a current credit provider to the Contracting party;  
(c) whether the credit provider is a licensee;  

(d) type of consumer credit;  

(e) details concerning the Contracting party ’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, 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 Contracting party no longer has any overdue

accounts and the Contracted party has been paid or otherwise discharged and all details surrounding that discharge (e.g. dates of payments);  
(g) information that, in the opinion of Contracted party, the Contracting party  has committed a serious credit infringement;  

(h) advice that the amount of the Contracting party ’s overdue payment is equal to or more than one hundred and fifty dollars ($150).  
2.7 The Contracting party  shall have the right to request (by e-mail) from Contracted party :  

(a) a copy of the information about the Contracting party retained by Contracted party and the right to request that Contracted party correct any incorrect  
information; and  

(b) that Contracted party does not disclose any personal information about the Contracting party for the purpose of direct marketing.  

2.8 Contracted party will destroy personal information upon the Contracting party ’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.   

 

 

 

2.9 The Contracting party can make a privacy complaint by contacting contracted party via e-mail. Contracted party 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 Contracting party  is not

satisfied with the resolution provided, the Contracting party  can make a complaint to the Information Commissioner at www.oaic.gov.au.

 

3. Price and Payment

3.1 At Contracted party 's sole discretion the Price shall be either:

(a) as indicated on invoices provided by Contracted party to the Custom er in respect of Works perform ed or Materials supplied; or

(b) Contracted party 's quoted Price (subject to clause 4.2) which shall be binding upon Contracted party provided that the Contracting party shall accept Contracted  party 's quotation in writing
within sixty (60) days of the date of the quotation.

3.2 Contracted party 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, limitations to site accessibility,
availability of machinery, safety considerations, prerequisite work by a third party not completed or up to suitable standards, or hidden pipes, and wiring in walls,
asbestos removal etc) which are only discovered on commencement of the Works; or

(d) In the event of increases to Contracted party in the cost of labour or Materials which are beyond Contracted party 's control.

3.3 Variations will be charged for on the basis of Contracted party 's quotation, and will be detailed in writing, and shown as variations on Contracted party 's invoice. The
Contracting party shall be required to respond to any variation submitted by Contracted party within ten (10) working days. Failure to do so will entitle Contracted party 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.

3.4 At Contracted party 's sole discretion a deposit of up to 50% of the quotation amount may be required prior to the commencement of any works.

3.5 Time for payment for the Works being of the essence, the Price will be payable by the Contracting party on the date/s determined by Contracted party, which may be:
(a) on completion of the Works; or

(b) before commencement of the Works; or

(c) by way of progress payments on significant works as determined by Contracted party in accordance with Contracted party '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 site but not yet installed; or

(d) to approved account holders, fourteen (14) or thirty (30) days following the date of invoice given to the Contracting party by Contracted party; or
(e) the date specified on any invoice or other form as being the date for payment; or

(f) failing any notice to the contrary, the date which is seven (7) days following the date of any invoice given to the Contracting party by Contracted party.

3.6 Payment may be made by, cash, cheque, bank cheque, electronic/on-line banking, Credit card or by any other method as agreed to between the Contracting party  
and Contracted party.  

3.7 The Contracting party agrees to pay a fee of 1.5% to the value of the payment for any and all payments made by approved credit card.

3.8 The contracting party shall not be entitled to set off against, or deduct from the Price, any sums owed or claimed to be owed to the Contracting party by Contracted party nor to
withhold payment of any invoice because part of that invoice is in dispute.

3.9 Unless otherwise stated the Price does not include GST. In addition to the Price, the Contracting party must pay to Contracted party an amount equal to any GST Contracted party
must pay for any supply by Contracted party under this or any other contract for the sale of the Materials. The Contracting party must pay GST, without deduction or set off of
any other amounts, at the same time and on the same basis as the Contracting party pays the Price. In addition, the Contracting party 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.
4. Default and Consequences of Default

4.1 Contracted party reserves the right to suspend or withdraw credit facilities for any reason and at any time without notice

4.2.Interest on overdue invoices shall accrue daily from the date when payment becomes due, until the date of payment, at a rate of 2.0% per calendar month
and interest shall be calculated monthly at such a rate after as well as before any judgment.

4.3 If the Contracting party owes Contracted party any money the Contracting party shall indemnify Contracted party from and against all costs and disbursements incurred by Contracted party in
recovering the debt including but not limited to internal administration fees, collection agent commission, legal costs on a solicitor and own client basis,

Contracted party 's contract default fee, and bank dishonour fees.

4.4 Further to any other rights or remedies Contracted party may have under this contract, if a Contracting party has made payment to Contracted party, and the transaction is
subsequently reversed, the Contracting party shall be liable for the amount of the reversed transaction, in addition to any further costs incurred by Contracted party under this

clause 4 where it can be proven that such reversal is found to be illegal, fraudulent or in contravention to the Contracting party 's obligations under this contract.

4.5 Without prejudice to Contracted party 's other remedies at law Contracted party shall be entitled to cancel all or any part of any order of the Contracting party which remains
unfulfilled and all amounts owing to Contracted party shall, whether or not due for payment, become immediately payable if:

(a) any money payable to Contracted party becomes overdue, or in Contracted party 's opinion the Contracting party will be unable to make a payment when it falls due;
(b) the Contracting party has exceeded any applicable credit limit provided by Contracted party;

(c) the Contracting party 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 Contracting party or any asset of the Contracting party.
5. Security and Charge

5.1 In consideration of Contracted party agreeing to supply the Materials, the Contracting party charges all of its rights, title and interest (whether joint or several) in any land,
realty or other assets capable of being charged, owned by the Contracting party either now or in the future, to secure the performance by the Contracting party of its obligations

under these terms and conditions (including, but not limited to, the payment of any money).

5.2 The Contracting party indemnifies Contracted party from and against all Contracted party 's costs and disbursements including legal costs on a solicitor and own client basis
incurred in exercising Contracted party 's rights under this clause.

5.3 The Contracting party irrevocably appoints Contracted party and each director of Contracted party as the Contracting party 's true and lawful attorney/s to perform all necessary acts to give
effect to the provisions of this clause 5 including, but not limited to, signing any document on the Contracting party 's behalf.

6. Title

6.1 Contracted party and the Contracting party agree that ownership of the Materials shall not pass until:
(a) the Contracting party has paid Contracted party all amounts owing to Contracted party; and

(b) the Contracting party has met all of its other obligations to Contracted party.

6.2. Receipt by Contracted party 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.

6.3 It is further agreed that until ownership of the Materials passes to the Contracting party in accordance with clause 6.1:

(a) the Contracting party is only a bailee of the Materials and unless the Materials have become fixtures must return the Materials to Contracted party on request.

(b) the Contracting party holds the benefit of the Contracting party 's insurance of the Materials on trust for Contracted party and must pay to Contracted party 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 Contracted party shall be sufficient evidence of Contracted party's rights to receive the insurance proceeds direct from the
insurer without the need for any person dealing with Contracted party to make further enquiries.

(d) the Contracting party 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 Contracting party sells, disposes or parts with possession of the Materials then the Contracting party must hold the proceeds of any such act on trust for Contracted party and must

pay or deliver the proceeds to Contracted party on demand.

(e) the Contracting party should not convert or process the Materials or intermix them with other goods but if the Contracting party does so then the Contracting party holds the
resulting product on trust for the benefit of Contracted party and must sell, dispose of or return the resulting product to Contracted   party as it so directs.

(f) unless the Materials have become fixtures the Contracting party irrevocably authorises Contracted   party to enter any premises where Contracted   party believes the Materials are
kept and recover possession of the Materials.

 

 

 

 

 

(g) Contracted party may recover possession of any Materials in transit whether or not delivery has occurred.

(h) The Contracting party will not charge or grant an encumbrance on Materials or give away any interest in the Materials while they remain the property of Contracted party.
(i) Contracted party may start proceedings to recover the Price of the Materials sold notwithstanding that ownership of the Materials has not passed to the Contracting party.

7. Risk

7.1 If Contracted party retains ownership of the Materials under clause 6 then:

(a) where Contracted party is supplying Materials only, all risk for the Materials shall immediately pass to the Contracting party on delivery and the Contracting party must insure the
Materials on or before delivery. Delivery of the Materials shall be deemed to have taken place immediately at the time that either;

(i) the Contracting party or the Contracting party 's nominated carrier takes possession of the Materials at Contracted party 's address; or

(ii) the Materials are delivered by Contracted party or Contracted party 's nominated carrier to the Contracting party 's nominated delivery address (even if the Contracting party is not
                present at the address).

(b) where Contracted party is to both supply and install Materials then Contracted party 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 Contracting party.

7.2 Notwithstanding the provisions of clause 7.1 if the Contracting party specifically requests Contracted party to leave Materials outside Contracted party '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 Contracting party and it shall be the Contracting party 's responsibility

to ensure the Materials are insured adequately or at all. In the event that such Materials are lost, dam aged or destroyed then replacement of the Materials shall
be at the Contracting party 's expense.  

7.3 In conjunction with the provisions of clause 7.2 the client authorizes Contracted party right to claim insurance monies direct from the client’s insurer.

7.4 The plans, specifications (including CAD plans) and other information provided by the Contracting party to Contracted party are accurate. The Contracting party acknowledges and
agrees that in the event that any plans, specifications (including CAD plans) or information provided by the Contracting party are inaccurate:

(a) Contracted party accepts no responsibility or liability for any loss, damages, or costs however resulting from these inaccurate plans, specifications or other  
information;

(b) Contracted party is entitled to suspend or terminate the supply of Materials or Works to the Contracting party if there is a material change to the scope of Works as a result
of inaccurate plans, specifications or other information;

(c) the Contracting party shall be liable for Contracted party's costs of de-mobilisation or re-mobilisation of any plant, equipment or staff to or from the site, upon the re-
commencement of the Works at the site, if applicable; and

(d) Contracted party will not be liable to the Contracting party for any loss or damage the Contracting party suffers because Contracted party has exercised its rights under this clause.

7.5 Contracted party shall not be liable whatsoever for any loss or damage to the Works (including, but not limited to, painted surfaces) that is caused by any other
tradesmen.

7.6 Where the Contracting party has supplied materials for Contracted party to complete the Works, the Contracting party acknowledges and accepts responsibility for the suitability of
purpose, quality and any faults inherent in the materials. Contracted party shall not be responsible for any defects in the materials, any loss or damage to the Works (or  

any part thereof), howsoever arising from the use of materials supplied by the Contracting party.
7.7 The Contracting party acknowledges that Materials supplied m ay:

(a) Reduce in volume, fade or change colour over time; and

(b) expand, contract or distort as a result of exposure to heat, cold, weather; and
(c) mark or stain if exposed to certain substances; and

(d) be damaged or disfigured by impact or scratching; and

(e) show variations of texture and surface finish. Whilst Contracted party will make every effort to match sales samples to the finished Materials Contracted party accepts no
liability whatsoever:

(i) where such samples differ to the finished Materials supplied; or

(ii) for any loss, dam ages or costs howsoever arising resulting from any texture and surface finish between different batches of product.
8. Delivery

8.1 Contracted party shall not be liable for any loss or damage, including consequential loss or damage, arising from delay in delivery or failure to deliver Goods, either  
whole or in part, due to circumstances beyond its control.

8.2 Anytimes and dates specified for delivery are an estimate only.
8.3 The cost of the first delivery is included in the price as quoted.

8.4 The cost of re delivery for any reason and subsequent storage thereof is at the client’s expense
9. Jurisdiction

9.1 This agreement shall be construed in accordance with laws of the State of South Australia and, where applicable the Commonwealth of Australia and the
Contracting party submits to the non-exclusive jurisdiction of the courts in South Australia.

9.2 Contracted party shall have exclusive right to nominate the Court in which any legal action is to be commenced and conducted.   
10. Acceptance

10.1 The Contracting party is taken to have exclusively accepted and is immediately bound, jointly and severally, by these terms and conditions if the Contracting party places
an order for or accepts delivery of any Works.

10.2 These terms and conditions m ay only be amended with the consent of both parties in writing, and shall prevail to the extent of any inconsistency with any
other document or contract between the Contracting party and Contracted party.

10.3 Electronic signatures shall be deemed to be accepted by either party providing that the parties have complied with Section 9 of the Electronic Transactions
Act 2000 or any other applicable provisions of that Act or any Regulations referred to in that Act.

11. Errors and Omissions

11.1 The Contracting party acknowledges and accepts that Contracted party 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 Contracted party 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 Contracted party in respect of the Works.  

11.2.In the event such an error and/or omission occurs in accordance with clause 3.1, and is not attributable to the negligence and/or willful  misconduct of  
Contracted party ; the Contracting party  shall not be entitled to treat this contract as repudiated nor render it invalid.

12. Change in Control

12.1 The Contracting party shall give Contracted party not less than fourteen (14) days prior written notice of any proposed change of ownership of the Contracting party and/or any
other change in the Contracting party 's details (including but not limited to, changes in the Contracting party 's name, address, contact phone or fax number/s, change of

trustees or business practice). The Contracting party shall be liable for any loss incurred by Contracted party as a result of the Contracting party 's failure to comply with this clause.
13. Provision of the Works

13.1 Subject to clause 13.2 it is Contracted party 's responsibility to ensure that the Works start as soon as it is reasonably possible.

13.2.The Works' commencement date will be put back and/or the completion date extended by whatever time is reasonable in the event that Contracted party  claims an
extension of time (by giving the Contracting party  written notice) where completion is delayed by an event beyond Contracted party 's control, including but not limited to any failure by the Contracting party  to:
(a) make a selection; or

(b) have the site ready for the Works; or
(c) notify Contracted party that the site is ready.

13.3 At Contracted party 's sole discretion, the cost of delivery is included in the Price.

13.4 Any time specified by Contracted party for delivery of the Works is an estimate only and Contracted party will not be liable for any loss or damage incurred by the Contracting party  

was arranged between both parties. In the event that Contracted party is unable to supply the Works as agreed solely due to any action or inaction of the Contracting party,
then Contracted party 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.

14. Contracting party Responsibilities

14.1.It is the intention of Contracted part