TakeoffPRO Standard Terms & Conditions
These terms and conditions (Terms) apply to all Services that TakeoffPRO provides to or which are accepted by any person (Client). The Client is deemed to have read, understood and accepted these Terms if at any time the Client requests or accepts any Services or pays any deposit or any other monies in relation to Services.
In these Terms, unless the context indicates a contrary intention:
Takeoff Service means any dealing with any tradesman or business that TakeoffPRO undertakes on behalf of the Client and/or in relation to any Services and includes the preparation or revision of any documentation and/or any provision of an independent bill of quantities for any project;
Consequential Loss includes special, indirect, consequential, incidental or punitive damages or damages for loss of expected savings, loss of use, loss of opportunity, loss of profit, loss of revenue, increased financing costs, loss arising from delay or error and whether or not the possibility or potential extent of the loss or damage was known or foreseeable, and whether arising from a claim under indemnity, contract, tort (including negligence) in equity, statute or otherwise;
Client means the person who engages and/or receives the Services of TakeoffPRO;
Force Majeure includes strike, lockout, riot, industrial action, fire, storm, tempest, act of God, material shortage, government law or regulation or requirement or any other cause beyond the control of the Supplier;
GST means Goods and Services Tax as defined in A New Tax System (Goods and Services Tax) Act 1999 (Cth);
Intellectual Property means all present and future rights conferred under statute, common law or equity in relation to inventions (including patents), registered and unregistered trademarks, registered and unregistered designs, look and feel, circuit layouts and all other rights resulting from intellectual activity in, but not limited to, the industrial, scientific, literary or artistic fields;
Loss means any expense, cost, loss or damage of any kind and includes Consequential Loss and/or any fine or penalty imposed by a statutory or other authority;
Self-Promotion use of designs, documentation, reports and images for websites, social media, awards, brochures, business cards or potential sales to third parties.
Services any services provided or procured by TakeoffPRO in relation to the Client’s project or otherwise performed in connection with any request of the Client.
TakeoffPRO means the takeoff services company that the Client engages with.
Terms means all terms in this document.
In these Terms:
(a) headings are for convenience only and do not affect interpretation;
(b) words denoting the singular include the plural and vice versa, words denoting individuals or persons include bodies corporate and vice versa, references to documents or agreements also mean those documents or agreements as changed, novated or replaced;
(c) references to any party, person or entity as the case requires includes their executors, administrators, permitted assigns and successors;
(d) references to legislation or provisions of legislation include changes or re-enactments of the legislation and statutory instruments and regulations issued under the legislation;
(e) references to an amount of money is a reference to the amount in the lawful currency of the Commonwealth of Australia;
(f) obligations under these Terms affecting more than one party bind them jointly and each of them severally; and
(g) no rule of construction will apply to the disadvantage of one party on the basis that that party put forward or drafted these Terms or any part of these Terms.
2. Payment Terms
(a) TakeoffPRO will issue, at times determined by TakeoffPRO in its sole discretion, tax invoices to the Client for fees for Services supplied to the Client and all fees, charges and monies otherwise due and payable to TakeoffPRO from time to time.
(b) The Client agrees that it must pay, without any deduction or setoff, the full amount of any tax invoice issued by TakeoffPRO within the period stipulated for payment or if there is no stipulation, within 7 days from the date on which the tax invoice is generated by TakeoffPRO (Due Date).
(c) If the provision of Services to the Client end prior to completion of all Services or any part thereof for any reason, including but not limited to termination of the Services by the Client or TakeoffPRO, the Client will be sent an invoice and be liable to pay for all Services already provided but not yet paid for.
(d) If for any reason, the Client delays any aspect of the Services for more than 14 days, an invoice will be issued on the 15th day for payment for such of the Services as have been provided so far.
(e) If the Client opts to cancel their contract with TakeoffPRO and do not require further services, the Client is responsible to pay for work completed to date as determined fair and reasonable by TakeoffPRO.
3. Overdue Amounts
(a) Interest at the rate of 5% above the Reserve Bank of Australia cash rate must be paid by the Client on any amount not paid by the Due Date. The interest will be calculated daily and compounded monthly but in no circumstances will the interest charged exceed 25% per annum.
(b) The Client agrees to pay on a full indemnity basis all costs and expenses (including, but not limited to, legal costs, administrative costs, commissions paid to any commercial or mercantile agent and any dishonour fees), incurred by TakeoffPRO in connection with the recovery of overdue amounts and/or the enforcement of any of these Terms or any attempt by or on behalf of TakeoffPRO to do either or both of those things. All such amounts are deemed a debt incurred by the Client to TakeoffPRO and must be paid within 7 days after the receipt of an invoice for those amounts from TakeoffPRO.
4. Intellectual Property
(a) The parties acknowledge and agree that all existing and future Intellectual Property related to, or arising from, the whole or part of any Services will vest in TakeoffPRO.
(b) TakeoffPRO grants to the Client a non-exclusive licence to use such Intellectual Property arising from Services provided to the Client to such extent and for such time as is necessary for use of the Services by the Client for their obvious and manifest purpose (IP Licence).
(c) No transfer or sub-licence of the IP Licence is permitted without the written consent of TakeoffPRO which consent shall not be unreasonably withheld.
5. Client Meetings
(a) The Services may include only one face-to-face site visit or client meeting unless specified otherwise in any quote.
(b) TakeoffPRO is entitled to attend any face-to-face meeting that is required via electronic medium such as video link or from remote access.
6. Issuing Drawings
(a) Unless otherwise agreed upon in writing, all takeoff data and all other documents arising from or connected with the Services will be provided to the Client in digital format.
(a) The Client acknowledges and agrees that TakeoffPRO is permitted to use any designs, documentation, reports and images produced by TakeoffPRO for self-promotion through marketing and advertising unless agreed upon by TakeoffPRO in writing prior to engaging the services.
(b) If a design was created by a third party and provided to TakeoffPRO by the Client for services then the Parties acknowledge and agree that TakeoffPRO can use the documentation and images produced by TakeoffPRO for self-promotion as long as TakeoffPRO acknowledges the original source of the design, unless agreed upon by TakeoffPRO in writing prior to engaging the services.
8. Limitation of liability
(a) The Client may have the benefit of consumer guarantees under the Australian Consumer Law. Otherwise, all express or implied guarantees, warranties, representations, or other terms and conditions relating to any Services, Design and/or these Terms not contained in these Terms are excluded to the maximum extent permitted by law.
(b) Nothing in these Terms excludes, restricts or modifies any right or remedy or any guarantee or other term or condition implied or imposed by any legislation, which cannot lawfully be excluded or limited (Statutory Rights).
(c) Subject to TakeoffPRO’s obligations under the Statutory Rights, and to the maximum extent permitted by law, the maximum aggregate liability of TakeoffPRO for all claims under or relating to these Terms or supply of Services whether in contract, tort (including without limitation negligence), in equity, under statute, or on any other basis is limited as follows:
(i) TakeoffPRO shall have no liability to the Client for any Consequential Loss;
(ii) TakeoffPRO’s total aggregate liability for Loss, however arising, is limited to payment of the price paid by the Client to TakeoffPRO for the Services that gave rise to the Loss.
(d) TakeoffPRO will not be liable for failure or for any Loss resulting from or connected to the failure to supply or deliver the Services caused by Force Majeure.
9. Variation and waiver
(a) No waiver of any of the provisions of these Terms by TakeoffPRO will be effective unless made in writing and signed by TakeoffPRO.
(b) No forbearance, delay or indulgence by TakeoffPRO in enforcing the provisions of these Terms shall prejudice or restrict the rights of TakeoffPRO, nor shall any waiver of those rights operate as a waiver of any subsequent breach.
(c) TakeoffPRO may vary these Terms at any time in its absolute discretion. No variation of any of these Terms will be effective unless the variation is in writing signed by TakeoffPRO and 30 days’ notice in writing of the variation is given by TakeoffPRO to the Client.
(a) TakeoffPRO may terminate these Terms and the supply of any Services:
(i) immediately and without prior notice, if the Client is in default of any obligation owed to any amount of money to TakeoffPRO whosoever arising;
(ii) if the Client is in material breach of these Terms which is not remedied 7 days after written notice by TakeoffPRO of the substance of the breach.
(b) Either party may terminate these Terms if they are not in material breach of these Terms and an Insolvency Event occurs to either party.
11. Entire agreement
(a) These Terms supersede all prior agreements, arrangements and undertakings between the parties and relating to the Services provided by TakeoffPRO to the Client.
12. Governing law
(a) These Terms shall be governed by and construed in accordance with the laws for the time being in force in Queensland, Australia and the parties agree to submit to the exclusive jurisdiction of the courts and tribunals of Queensland, Australia.
(a) Should any part of these Terms be or become invalid, that part shall be severed from these Terms. Such invalidity shall not affect the validity of the remaining provisions of these Terms.
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