Terms and Conditions

1. Definitions

The contract defines key terms including "Approvals" (certificates, licenses, permits), "Authority" (government bodies), "Background IP" (pre-existing intellectual property), "Business Day" (non-weekend, non-holiday workday), and "Claim" (any legal action or demand).

Additional definitions cover "Commencement Time" (when supplier starts work), "Completion" (when services are finished per contract requirements), "Confidential Information" (proprietary documents), and "Deliverables" (required documents and designs).

"Force Majeure Event" includes act of God, earthquake, lightning, cyclone, tsunami, flooding and similar catastrophic events, plus war, terrorism, embargo, pandemic, and industrial action.

2. Interpretation

Headings are reference only. The word "include" is not limiting. Singular and plural forms are interchangeable. "Law" encompasses legislation, local ordinances, and regulatory approvals.

Time references are in Queensland local time. If deadlines fall on non-business days, they extend to the next business day.

3. General Provisions

The contract is governed by Queensland and Commonwealth law, with jurisdiction in Queensland courts. Parties must execute necessary documents for performance. Notices are effective upon receipt at stated addresses or email.

Waivers must be written and apply only to specific instances. Rights are cumulative—compliance with one obligation doesn't waive others.

4. Contract Structure

The contract comprises the Reference Schedule, Special Conditions, these General Conditions, Scope and Price, Principal Supplied Materials, and Warranties schedule.

The Contract constitutes the entire, final and concluded agreement between the Parties. Prior representations are superseded. Documents follow precedence order, with the Reference Schedule highest.

5. Performance and Payment

The Supplier must provide services per contract terms. The Principal must pay the stated Price.

6. Supplier's Obligations

The Supplier performs to the standard of skill, care and diligence expected of a skilled and competent professional. Works must be defect-free at completion. Training and deliverables must comply with contract requirements. Goods must be new, defect-free, and merchantable quality.

The Supplier isn't liable if contractors fail to follow Design Documents. Warranties are provided per Schedule 4 or obtained from subcontractors.

7. Principal Supplied Information

The Principal must provide all information at least 5 business days before commencement. The Supplier relies on this information's accuracy and completeness.

The Principal warrants the information won't infringe third-party rights, is suitable and complete, and hasn't omitted relevant details. The Supplier may notify of errors or discrepancies; the Principal directs interpretation. If compliance costs more, the Price adjusts. The Principal indemnifies the Supplier against claims arising from supplied information.

8. Principal Supplied Materials

The Principal delivers materials by required dates. If deficiencies appear, the Principal must replace them promptly.

The Principal acknowledges and agrees that the Supplier is not responsible for the care or protection of these materials and won't be liable for defects. If delivery is late or materials deficient, the Supplier receives time extension and cost compensation added to Price.

9. Site

The Principal grants sufficient site access by the required date. For works projects, the Principal provides possession by specified time. Delays constitute Substantial Breach.

The Supplier complies with reasonable site requirements. If a dilapidation survey is required, the Supplier conducts pre- and post-construction surveys with the Principal. The Principal approves within 5 business days or the Supplier's version is deemed approved.

10. Subcontracting and Assignment

The Supplier may subcontract with Principal's written consent (not unreasonably withheld). The Principal may assign only with Supplier's prior consent.

11. Deliverables

The Supplier provides copies at required times. The Principal reviews once, providing comments within 5 business days. Failure to comment deems the deliverable approved.

The Supplier amends deliverables per comments. Further changes after approval or deemed approval constitute a Variation priced separately. Defects noticed within one year of completion are rectified at Supplier's cost.

12. Timing

The Supplier commences by Commencement Time and reaches Completion by required date. If delayed by Principal acts, Variations, Force Majeure, or uncontrollable causes, the Principal grants reasonable time extension. The Supplier receives cost compensation for extended periods, added to Price.

13. Variations

Services are limited to Schedule 1 specifics. Changes directed by Principal constitute Variations. The Principal directs variations before Completion Time within general scope.

Price adjusts using: agreed amount; applicable rates in contract; or reasonable amount including profit and overhead at stated rates. Deductions exclude profit and overhead. Cumulative deductions cannot exceed 5% without Supplier consent.

14. Approvals

The Supplier obtains approvals listed in Reference Schedule. The Principal obtains all others, including those required by law or for proper performance. The Principal bears approval costs and provides reasonable assistance.

15. Payment Claims

The Supplier submits claims at times stated in Reference Schedule. The Principal pays within timeframe in Schedule 1, or 15 business days of receipt. Unpaid amounts incur interest at a rate of 11.5% per annum.

16. Goods and Services Tax

If GST applies, the amount increases by that GST. The paying party must provide a tax invoice per GST Law requirements.

17. Protection of People, Property, and Environment

The Supplier uses reasonable efforts protecting people and property. Damage caused by Supplier negligence is promptly rectified; liability reduces if Principal acts or misconduct contributed.

The Supplier isn't bound inspecting Prior Work. The Principal shall indemnify and keep indemnified the Supplier against any Claim arising from Prior Work.

18. Limitation of Liability

The Supplier's total liability will not exceed the lesser of $50,000 or the Price. Neither party is liable for consequential losses like loss of profits, loss of opportunity, loss of agreement or loss of business.

19. Insurance

The Supplier effects insurances stated in Reference Schedule and any others considered necessary.

20. Suspension

The Principal may suspend services for Principal/Supplier defaults, safety, or court orders. The Supplier may suspend if unpaid after due date, Principal's Substantial Breach, or reasonable safety concerns.

If Supplier negligence caused suspension, Supplier bears costs. Otherwise, Principal bears costs incurred.

21. Defects

This applies to works projects. The Principal directs rectification of non-compliant work within the Defects Liability Period. The Supplier must comply unless disputing; written notice prevents compliance obligation.

22. Termination and Default

The Supplier may terminate anytime for any reason with 10 business days' notice. If Substantial Breach or Insolvency Event occurs, the other party suspends performance. If unresolved within 20 business days, termination follows.

Upon termination, the Principal shall pay the Supplier the amount which the Supplier is entitled to be paid plus, if Principal caused termination, costs incurred expecting completion.

23. Handling of Information

A party mustn't use the other's Confidential Information except performing the contract. Disclosure only occurs in "Exceptional Circumstances" including performance, consent, professional advisers, Personnel, law compliance, or rights enforcement.

Confidential Information must be returned or destroyed when no longer needed. Parties ensure Personnel comply with confidentiality obligations.

24. Intellectual Property

Background IP remains the owning party's property. The Principal grants the Supplier a revocable, royalty free, non-exclusive, non-transferable licence to use Principal's Background IP for contract performance. The Supplier grants similar license for its Background IP.

Project IP belongs to the Supplier upon creation. The Principal receives a revocable, royalty free, non-exclusive, non-transferable licence for the Services' purposes. Each party warrants its IP won't infringe third-party rights and indemnifies the other for breaches.

25. Dispute Resolution

Upon written notice of dispute, representatives meet promptly. If unresolved within 10 business days, either party refers to mediation per Resolution Institute rules with agreed or appointed mediator.

If unresolved within 30 business days post-appointment, legal proceedings may commence. This doesn't prevent urgent injunctive or declaratory relief.

26. Claims

The Principal must give written notice of intent within 20 business days of the claim-triggering event. No claims arise after one year from Completion Time.

Contact Us

If you have any questions about these Terms and Conditions, please contact us:

• By email: hello@wearthy.co
• By visiting this page on our website: www.wearthy.co/contact
• By mail: Office 9, 6 Energy Circuit, ROBINA, QLD 4226, Australia