Terms & Conditions
1. ACCEPTANCE
1.1 Parties: These Terms are between Vivid Energy Electrical Solutions Pty. Ltd. (ABN 33 621 119 248), its successors and
assignees (referred to as “we” and “us”) and you, the person, organisation or entity described in the Quote (referred to as
“you”). These Terms apply to all Services provided by us to you. Acceptance: You have requested the Services set out in
the Quote.
1.2 You accept these Terms by:
(a) signing and returning the Quote;
(b) confirming by email or verbally that you accept the Quote;
(c) accepting the Quote online;
(d) instructing us to proceed with the Services; or
(e) making part or full payment for the Services.
1.3 These Terms will continue for the Service Period unless terminated earlier in accordance with clause 9.
1.4 You agree that these Terms form the agreement under which we will supply Services to you. Please read these
Terms carefully. Please contact us if you have any questions. Purchasing Services from us indicates that you have had
sufficient opportunity to read these Terms and contact us if needed, that you have read, accepted and will comply with these Terms.
1.5 Deposit: If the Quote indicates that we require a Deposit, we will not commence performing the Services until you have
paid the Deposit or the first instalment of our Fee.
1.6 Cancellation: You must provide us with notice in writing of any cancellation. If you cancel the Services:
(a) earlier than 48 hours before we are scheduled to provide the Services to you, this will result in 5% of the Total Fees for
those Services being forfeited; or
(b) within 48 hours before we are scheduled to provide the Services to you, this will result in 10% of the Total Fees for those Services being forfeited.
If no deposit has been paid, or if the Deposit does not cover the amount you are required to pay as set out above, you must pay the outstanding amount to us within 7 days of receipt of an invoice for that amount.
2. PRICE, INVOICING AND PAYMENT
2.1 You agree to pay us the amounts set out in our Quote, including any Deposit required. All amounts are stated in Australian dollars (AUD). All amounts exclude Australian GST (where applicable). Payment may be made by way of payment methods as set out in our Quote when purchasing our Services.
2.2 You acknowledge and agree that our Fees will be adjusted for inflation on an annual basis, following the end of each
financial year, and, if requested by you, we will provide you with an updated schedule of rates for our Fees following the
adjustment.
2.3 You agree to pay our invoices by the payment date set out on the invoice. If you do not pay by the payment date (including any other Services that we have provided to you), we may cease to provide the Services to you until we receive payment.
2.4 If our Quote includes an Account Credit Limit, you agree that this amount is the maximum amount of credit in respect of unpaid Fees that we will allow you to have on your account with us for our Services at any time. If our unpaid Fees reach your Account Credit Limit, we may cease providing the Services to you until you pay our invoices to bring the amount of unpaid Fees below your Account Credit Limit. We will not provide Services to you unless there is sufficient credit for the relevant Fees remaining below your Account Credit Limit.
2.5 We may charge interest at a rate of 10% per annum, calculated daily and compounding monthly, on any amounts unpaid after the payment date.
2.6 If invoices are unpaid after the payment date, we have the right to engage debt collection services for the collection of
unpaid and undisputed debts, at your cost, and the right to commence legal proceedings for any outstanding amounts owed to us.
2.7 We reserve the right to report bad debts to independent credit data agencies.
2.8 If the Quote states that the Fees are an estimate only, you acknowledge that the final Fees may be more or less than the
estimated amounts. We will endeavour to inform you of any material variation as it becomes apparent.
3. VARIATIONS
3.1 The Fees and Services can be varied by written agreement between us, including by email.
3.2 We may at any time, in writing, inform you of the need for us to perform a Variation.
3.3 If you request a Variation to the Services, we have discretion as to whether we make the Variation.
3.4 If you request a Variation that results in a reduction to the scope of the Services you originally agreed to in the Quote, we may charge you a Management Fee to account for the time and cost we incurred in preparing the original Quote and the
changes needed as a result of your amendment to the Services.
3.5 Variations will not invalidate these Terms or be regarded as a repudiation of these Terms by us.
3.6 If in our reasonable opinion a Variation requires additional time to perform the Services, then we will amend the term of these Terms (or Service Period, if applicable) after consultation with you.
3.7 If we need to charge an additional fee for a variation (Additional Fee), then we will provide a written quote for the additional fee to you within 2 Business Days of notice of the variation and prior to commencing performance of the variation. If:
(a) you accept the quote then these Terms are amended to incorporate the Variation and the Additional Fee but otherwise remains the same; or
(b) you do not accept the quote we may in our discretion terminate these Terms immediately.
3.8 If we are unable to accommodate the variation, we may request that we be paid for services performed to date and
terminate these terms.
4. YOUR OBLIGATIONS AND WARRANTIES
4.1 You warrant that:
(a) there are no legal restrictions preventing you from agreeing to these Terms;
(b) you will cooperate with us, and provide us with information that is reasonably necessary to enable us to perform the Services as requested from time to time, in a timely manner;
(c) the information you provide to us is true, correct and complete;
(d) you will not infringe any third party rights in working with us and receiving the Services;
(e) you will inform us if you have reasonable concerns relating to our provision of Services under these Terms, with the aim
that the Parties will use all reasonable efforts to resolve your concerns;
(f) you are responsible for obtaining any consents, licences and permissions from other parties necessary for the Services to be provided, at your cost, and for providing us with the necessary consents, licences and permissions;
(g) you will ensure that:
(i) you are authorised to occupy the Premises and obtain the Services; and
(ii) at all times the Premises is safe, free from harm or risk to health and safety, and that all facilities provided by you for the purposes of enabling the Services to be performed are also safe;
(h) you will ensure that we have free and unimpeded access to the place in which the Services are to take place and that you
will do all things to ensure that we are not delayed by matters within your control;
(i) you accept that we have the right to impose stand down charges and recover additional costs incurred where work is delayed by reason not in our control and where we are unable to reasonably reschedule services; and
(j) you will not employ, canvass, solicit, entice, induce or attempt to employ our employees or contractors.
5. WORK HEALTH & SAFETY
You agree and acknowledge that:
(a) the Premises must be free of potential hazard to us and any of our personnel; and
(b) any personnel of ours can refuse to provide the Services if they believe that the working environment is in breach of our
work health and safety policies and/or legislation.
6. TERM AND TERMINATION
6.1 Either Party may terminate these Terms without cause by providing the other Party with 30 days’ notice, in writing.
6.2 Either Party may terminate these Terms if there has been a material breach of these Terms, subject to following the dispute resolution procedure.
6.3 We may terminate these Terms immediately, at our sole discretion, if:
(a) you commit a non-remediable breach of these Terms;
(b) you commit a remediable breach of these Terms and do not remedy the breach within a reasonable time after receiving written notice of the breach;
(c) we consider that a request for the Services is inappropriate, improper or unlawful;
(d) you fail to provide us with clear or timely instructions to enable us to provide the Services;
(e) we consider that our working relationship has broken down including a loss of confidence and trust;
(f) for any other reason outside our control which has the effect of compromising our ability to perform the Services within the required timeframe; or (g) you fail to pay an invoice by the due date.
6.4 On termination of these Terms you agree that any Deposit or payments made are not refundable to you, and you are to pay for all Services provided prior to termination, including Services which have been performed and have not yet been invoiced to you.
6.5 On termination of these Terms, you agree to promptly return (where possible), or delete or destroy (where not possible to return), our Confidential Information and Intellectual Property, and/or documents containing or relating to our Confidential Information and/or Intellectual Property.
6.6 On termination of these Terms, we agree to promptly return (where possible), or delete or destroy (where not possible to return), your Confidential Information and Intellectual Property, and/or documents containing or relating to your Confidential Information and/or Intellectual Property.
6.7 On completion of the Services, we will retain your documents (including copies) as required by law or regulatory
requirements. Your express or implied agreement to these Terms constitutes your authority for us to retain or destroy
documents in accordance with the statutory periods, or on termination of these Terms.
6.8 The accrued rights, obligations and remedies of the Parties are not affected by the termination of these Terms.
7. INDEMNITY
7.1 You are liable for and agree to indemnify, defend and hold us harmless for and against any and all Claims, liabilities, suits, actions and expenses, including costs of litigation and reasonable legal costs, resulting directly or indirectly from:
(a) any information provided by you that is not accurate, up to date or complete or is misleading or a misrepresentation;
(b) your breach of these Terms;
(c) any misuse of the Services by you, your employees, contractors or agents;
(d) your breach of any law or third party rights; and
(e) any injury caused by your property (or access to the property) and/or your property being unsafe.
7.2 You agree to co-operate with us (at your own expense) in the handling of disputes, complaints, investigations or litigation that arise as a result of your use of the Services including but not limited to disputes, complaints, investigations or litigation that arises out of or relates to incorrect information you have given us.
7.3 This clause will survive the termination of these Terms.
8. GENERAL
8.1 Privacy: We agree to comply with the legal requirements of the Australian Privacy Principles as set out in the Privacy Act 1988 (Cth) (if applicable to us) and any other applicable legislation or privacy guidelines.
8.2 Publicity: You consent to us stating that we provided Services to you, including but not limited to mentioning you on our website and in our promotional material.
8.3 Email: You acknowledge that we are able to send electronic mail to you and receive electronic mail from you. You release us from any claim you may have as a result of any unauthorised copying, recording, reading or interference with that document or information after transmission, for any delay or non-delivery of any document or information and for any damage caused to your system or any files by a transfer.
8.4 GST: If and when applicable, GST payable on the Fees for the Services will be set out on our invoices. You agree to pay the GST amount at the same time as you pay the Fees.
8.5 Relationship of Parties: These Terms are not intended to create a relationship between the Parties of partnership, joint venture, or employer-employee.
8.6 Assignment: These Terms are personal to the Parties. A Party must not assign or deal with the whole or any part of its
rights or obligations under these Terms without the prior written consent of the other Party (such consent not to be
unreasonably withheld).
8.7 Severance: If any provision (or part of it) under these Terms is held to be unenforceable or invalid in any jurisdiction, then it will be interpreted as narrowly as necessary to allow it to be enforceable or valid. If a provision (or part of it) under these Terms cannot be interpreted as narrowly as necessary to allow it to be enforceable or valid, then the provision (or part of it) must be severed from these Terms and the remaining provisions (and remaining part of the provision) of these Terms are valid and enforceable.
8.8 Force Majeure: We will not be liable for any delay or failure to perform our obligations under these Terms if such delay is due to any circumstance beyond our reasonable control.
8.9 Notices: Any notice required or permitted to be given by either Party to the other under these Terms will be in writing
addressed to the relevant address in the Quote. Any notice may be sent by standard post or email, and notices will be deemed to have been served on the expiry of 48 hours in the case of post, or at the time of transmission in the case of transmission by email.
8.10 Jurisdiction & Applicable Law: These terms are governed by the laws of Victoria and the Commonwealth of Australia.
Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts operating in Victoria.
8.11 Entire Agreement: These Terms, the Quote and any document expressly referred to in them represent the entire
agreement between the Parties and supersede any prior agreement, understanding or arrangement between the Parties, whether oral or in writing.
8.12 Special Conditions: The Special Conditions will prevail to the extent of any inconsistency with these Terms.