Terms and Conditions governing provision of Good and Services by Greg Houston Plumbing
1.1 When we say "We", “Us” “Our” or "GHP", we are referring to
Greg Houston Plumbing Pty Ltd (ACN 001 896 662), references
to "You", "Your", "Customer" or "Client", refer to the entity
that has requested the Services from GHP.
1.2 Please read through these terms and conditions (the “T&Cs”), if
you are using or have used our Services, or submitted a Project
Proposal to GHP it is understood that as part of Your
Agreement with GHP You have agreed to these T&C’s.
1.3 Please be aware that the applicable clauses of these T&C’s to
Your Agreement with GHP will depend on the type of Services
You have requested and the Contract Period during which
these Services are to be provided.
1.4 These T&C’s can change at any time. We will write to you to let
you know of any changes, by continuing to use the Services
provided by GHP, You agree to any changes or revisions to
1.5 We use a number of definitions throughout these T&Cs, please
see clause 23 for an explanation of what different terms mean
and how these T&C’s are to be interpreted.
2.1 These T&C’s govern the provision by GHP to You of Our
2.2 The specific Services You have requested GHP to provide to You
are set out in detail in your Project Proposal.
2.3 You can accept a Project Proposal by signing and returning a
true copy to Us, We will not start work until such time as a
signed Project Proposal has been returned to us.
3. Term of Your Agreement with GHP
3.1 Your Agreement with GHP commences on the date identified in
Your Project Proposal, if no such date has been nominated, the
commencement date will be agreed in consultation with You.
3.2 Your Agreement with GHP will remain in force until the end of
the Contract Period, subject to:
(a) earlier termination or expiry in accordance with the
provisions of these T&C’s; or
(b) extension in accordance with the provisions of these
4 Fees and Payment
4.1 On receipt of an invoice from GHP in respect of any Services
We provide to You, You must pay, in full, the amount specified
in the invoice (including GST) on or before the due date
specified on the face of that invoice (time being of the
4.2 Should You delay or default in respect of payment of any Fees
invoiced by GHP and due to GHP by You pursuant to Your
Project Proposal and these T&C’s then GHP shall have the right
to charge You interest on all overdue amounts at a rate of 15%
calculated on a per annum basis.
4.3 In the event that You cancel or terminate Your Agreement with
GHP prior to the expiration of the Contract Period, all Fees as
set out in the Project Proposal shall immediately become due
and payable by You to GHP.
5 Retention of Title
5.1 Notwithstanding the delivery or installation of any Goods by
GHP title to the Goods remains with GHP until You have paid all
monies owing to GHP in relation to the Goods.
5.2 You acknowledge and agree that until such time as you have
made payment, in full, to GHP for any Goods, that You take
possession of the Goods as bailee and must not encumber or
charge the Goods.
6 Personal Property Securities Act
6.1 In this clause 6, PPSA shall mean the Personal Property
Securities Act 2009 (Cth), if a term in this clause has a particular
meaning in the PPSA, it has the same meaning in this clause.
6.2 Pursuant to these T&C’s and the PPSA the customer grants a
security interest in the Collateral to GHP to secure payment of
6.3 In this clause 6 Collateral means all of the Customer’s present
and after acquired property. It includes anything in respect of
which the Customer has at any time a sufficient right, interest or
power to grant a security interest.
6.4 The Customer acknowledges that GHP may apply to register its
interest in the Collateral at any time before or after the
provision of the Services by GHP to the Customer, and the
Customer waives its right under section 157 PPSA to receive
notification of any verification of the registration.
6.5 To the maximum extent that is permitted by law, the parties
agree that the following provisions of the PPSA do not apply to
the enforcement by GHP of any security interest it has in the
Collateral: sections 95, 118, 121(4), 125, 130, 132(3)(d), 132(4),
135, 142 and 143.
15.1 You must pay to GHP, on demand and on a full indemnity basis,
all costs and expenses incurred in recovering any amount owed
by You to GHP.
16.1 If any provision of these T&C’s is wholly or partly invalid or
unenforceable in any jurisdiction, that provision will be severed
and will not affect the validity or enforceability of the
remaining provisions which will continue in full force.
17.1 If any amounts payable by You are subject to goods & services
tax (“GST”), then You are liable to pay the GST on that amount.
18.1 The failure of a party to at any time to require performance of
any obligation under these T&C’s is not a waiver of that party’s
right to assert any remedy for breach of that obligation and at
any other time to require performance of that or any other
obligation under these T&C’s.
19.1 Any notices under these T&C’s must be in writing which may be
given by personal delivery, pre-paid postage or facsimile to the
party’s business address or registered office.
20 Entire Agreement
20.1 Your Agreement with GHP constitutes the entire agreement
between the parties in relation to its subject matter and the
parties agree that all prior representations, agreements,
statements and understandings, whether verbal or in writing,
have not been relied upon and are expressly excluded.
25.1 Should any inconsistency exist or arise between a provision of
these T&C’s and any other document constituting Your
Agreement with GHP, then the provision in these T&C’s shall
22.1 These T&C’s are governed by the laws of New South Wales
Australia and each party submits to the exclusive jurisdiction of
the courts of that state and waives any right to any claim of
forum non-conveniens, inconvenient forum, or transfer or
change of venue.
7 Security and Charge
7.1 The Customer hereby charges all interests in real property,
whether legal or equitable, present or future, in respect of any
monies owing or that may be owing to GHP pursuant to Your
Agreement with GHP.
7.2 The Customer authorises GHP or its solicitors to execute any
consent form as its attorney for the purpose of registering a
caveat over any real property owned by the Customer at any
8 Site Access
8.1 You shall ensure and warrant that GHP shall have clear and
uninterrupted access to the Site until all Services the subject of
Your Project Proposal are completed and GHP has been paid, in
full, for those Services.
9 Our Intellectual Property
9.1 You acknowledge that GHP or its representatives owns and
shall retain all the Intellectual Property Rights and Moral Rights
in and to the GHP Materials, already in existence or created
and/or used by GHP in the provision of the Services generally.
9.2 To the extent that You obtain any ownership or rights in the
GHP Materials, You irrevocably assign those rights to GHP.
10.1 You must keep all confidential and proprietary information
provided or disclosed by GHP to You confidential and You must
ensure that Your employees, agents and/or contractors assume
the same obligations.
10.2 For the purpose of these T&C’s, such information includes, but
is not limited to, information relating to GHP business affairs,
methods of carrying on business and its pricing arrangement
11 Warranties and Liability
11.1 You make the following warranties to GHP:
(a) Where You provide GHP with Client Materials, that You are
entitled to use the Client Materials and that their use by
GHP will not infringe upon the Intellectual Property Rights
or Moral Rights of any third party.
(b) GHP will not be liable to You for damages or any other
remedy for failure to perform its obligations under its
Agreement with you due to a Force Majeure Event.
(c) That a Force Majeure Event will not relieve You from any
obligation to pay for Services already delivered or capable
of delivery to You by GHP after a Force Majeure Event
comes to an end.
(d) GHP will not be liable to You for damages or any other
remedy due to delay where GHP has used its reasonable
endeavours to meet any agreed deadlines.
(e) GHP will not be liable to You for any business interruption,
loss of revenue, loss of income, loss of business, loss of
profits, loss of opportunity, loss of contracts or any other
Terms and Conditions governing provision of Good and Services by Greg Houston Plumbing
indirect or consequential loss arising in connection with, or
as a result of, the provision of the Services by GHP to You.
11.2 Notwithstanding anything else contained in these T&C’s,
the maximum liability of GHP to You whether under
contract at law, in equity or otherwise, is limited to an
amount equal to the Fees actually paid by You to GHP in
accordance with Your Agreement.
12.1 You shall indemnify GHP from and against all losses, damages,
costs and expenses suffered or incurred by GHP, and all claims,
demands, actions, suits or proceedings made or brought
against GHP arising out of:
(a) Your breach of any of the provisions of Your Agreement
(b) any of the warranties at clause 11 of these T&C’s; and/or
(c) any loss, damage, or injury, caused by, resulting from or in
any way connected with the Services provided by GHP to
You under this Agreement and howsoever caused.
12 The indemnity at clause 12.1 does not apply to the extent that
any such loss or damage arises from the wilful misconduct of
GHP, or any of its officers, employees or agents.
13.1 GHP may terminate its Agreement with You if:
(a) there is a breach by You of any term of Your Agreement
with GHP that has not been remedied within 14 days of
service by GHP to You of a written notice specifying the
breach and requiring it to be remedied;
(b) Fees owing to GHP are more than 30 days overdue; and/or
(c) You are subject to an Insolvency Event.
14 Implied Terms
14.1 Except for any warranties expressly made in these T&C’s, all
conditions, warranties, undertakings or representations,
express or implied, arising by statutes, general law or
otherwise are expressly excluded to the extent permitted by
23 Definitions and Interpretation
The following definitions shall apply to these T&C’s:
Agreement shall mean these T&C’s and any Project Proposal or other
document incorporated by reference.
Contract Period shall mean the fixed term of the Agreement (where
applicable) as set out in the Project Proposal which accompanies
Client Material shall mean any blueprints, designs, information,
documents, or other materials in which Intellectual Property Rights
subsist, supplied by You to GHP for the purposes of GHP providing
Fees shall mean the fees payable by You to GHP in accordance with
the terms of this Agreement and as set out in Your Project Proposal.
Force Majeure Event shall mean any event beyond GHP’s control
including without limitation an act of god, adverse or inclement
weather, government interference, trade or industrial disputes,
power outage and/or non-delivery or shortage of supplies.
GHP Materials shall mean any property or material brought into
existence by GHP prior to the date of Your Agreement with GHP.
Goods shall mean plumbing products and associated components
utilised or installed by GHP in its provision to You of the Services.
Insolvency Event shall mean in relation to an entity that it is unable
to pay its debts as and when they fall due or is subject to a winding
up in insolvency application or is placed into liquidation,
administration or receivership.
Intellectual Property Rights shall mean the rights in any patents,
copyright, designs, trademarks (registered or unregistered), domain
names, confidential information and all rights of a similar nature
which subsist in Australia or elsewhere whether or not such rights
are registrable or capable of being registered.
Moral Rights shall mean the right of integrity of authorship, the right
of attribution of authorship of a work and the right not to have the
authorship of a work falsely attributed, as defined in the Copyright
Act 1968 (Cth).
Project Proposal shall mean the written contract You have signed
and returned to GHP and in which You acknowledge that You have
read and agree to be bound by these T&C’s.
Services shall mean the services provided by GHP to You in
accordance with Your Agreement with GHP.
Site shall mean the designated location where the Services are to be
carried out by GHP.
Third Party Intellectual Property shall mean any material owned by a
third party in which Intellectual Property and/or Moral Rights subsist.