We take pride in manufacturing beautiful, custom crafted soft furnishings for our clients. The information below helps to ensure our jobs go smoothly and client expectations are met.

1.0 ACCEPTANCE

1.1 Parties: These Terms are between Marinila Pty Limited t/a Decorators Workroom (ABN 59 617 685 499), its successors and assignees (referred to as “we” and “us”) and you, the person, organisation or entity described in the Order Confirmation and/or Quote (referred to as “you”), each a “Party” and collectively the “Parties”. These Terms apply to all Goods and/or Services provided by us to you.

1.2 Orders: You have requested the Goods and/or Services set out in the Specifications and the Order Confirmation and/or Quote. We reserve the right to refuse any order or request for the supply of Goods and/or Services for any reason at our absolute discretion. We will only accept requests to supply Goods and/or Services to you by written confirmation (including by issuing you an Order Confirmation and/or Quote), and where you have provided us with a Specification.

1.3 Acceptance: You accept these Terms by:

(a) confirming by email that you accept the Order Confirmation and/or Quote;

(b) where our Quote has been issued to you via Xero, by electronically accepting our Quote;

(c) instructing us to proceed with the Order Confirmation and/or Quote; or

(d) making part or full payment for the Goods and/or Services.

1.4 You agree that these Terms form the agreement under which we will supply Goods and/or Services to you. Please read these Terms carefully. Please contact us if you have any questions. Purchasing Goods and/or Services from us, and/or accepting these Terms, indicates that you have had sufficient opportunity to read these Terms and contact us if needed.

2.0 GOODS AND/OR SERVICES

2.1 We will use our best endeavours to provide the Goods and/or Services to you:

(a) with due skill, care and diligence; and

(b) in accordance with the Specifications.

2.2 We may provide the Goods and/or Services to you using our employees, contractors and third party providers, and they are included in these Terms.

2.3 Any of your employees, contractors or other third party providers (other than those engaged by us) are your responsibility, and we are not responsible for any goods, services or works provided or supplied by you or any of your employees, contractors or third party providers.

2.4 Title in the Goods will remain with us until you have paid (in full) all amounts due and payable to us under these Terms or otherwise (including by way of indemnity), including the whole of the Fees and any expenses that we incur in performing the Goods and/or Services that are not included in the Fees.

3.0 SPECIFICATIONS

3.1 We will be under no obligation to commence performing the Goods and/or Services until you have provided us with:

(a) the Specifications; and

(b) all Fabrics and any other materials or Hardware necessary to perform the Goods and/or Services; and

(c) all other information that we deem necessary in order to commence performing the Goods and/or Services (including, without limitation, information in relation to the Hardware that you intend to use for the Goods).

3.2 Unless otherwise agreed between the Parties in writing, you acknowledge, warrant and agree that:

(a) you are fully responsible and liable for the Specifications;

(b) the Specifications are accurate, current and complete, and sufficient to enable us to complete the Goods and/or Services in accordance with these Terms;

(c) the Specifications are free from any error, omission, inconsistency , ambiguity or discrepancy in or between any documents constituting the Specifications, and/or the Specifications and these Terms; and

(d) if the Specifications fail to meet any of the requirements or warranties in this clause 2, there will be a deemed Variation to the extent we are unable to perform the Goods and/or Services in accordance with these Terms, or we otherwise suffer or incur, or are likely to suffer or incur, any additional expense or delay as a result.

4.0 VARIATIONS

4.1 The Fee and the Goods and/or Services can be varied by written agreement between us, including by email (Variation).

4.2 If you request a Variation to the Goods and/or Services (including any deductions to the Goods and/or Services), we have an absolute discretion as to whether we accept the Variation.

4.3 If we accept and can perform the Variation, or where there is a deemed Variation under these Terms, we will inform you of any increase to the Fee and/or the Estimated Completion Date.

5.0 INSTALLATIONS

5.1 Where expressly stated in the Order Confirmation and/or Quote, we may coordinate the installation by a third party provider of any Goods provided to you by us as part of the Services. You acknowledge and agree that this coordination role is limited to us liaising with the third party provider on your behalf, and quoting and invoicing you for the installation costs on behalf of the third party provider.

5.2 Despite clause 5.1, and unless expressly stated otherwise in the Order Confirmation and/or Quote, you acknowledge and agree that we accept no responsibility or liability for the installation of any Goods provided to you by us, including, without limitation, any property damage during or after installation, or any alterations or amendments required to the Goods for installation, where we have supplied those Goods in accordance with the Specifications.

5.3 We may attend the Site to take measurements for the supply of the Goods and/or Services. You acknowledge and agree that any measurements that we take are strictly for the purposes of us supplying the Goods and/or Services to you, and we accept no responsibility or liability for advising on (among other things):

(a) the suitability of the Site or any relevant surfaces or structures for the installation of the Goods (or any supporting Hardware for the Goods); and/or

(b) the buildability or installability of the Goods at the Site or on any relevant surfaces or structures.

5.4 Where the Order Confirmation and/or Quote states that the Services involves us coordinating or liaising with any third party provider for the installation of any Goods (as referred to in clause 5.1), you acknowledge and agree that:

(a) you are solely responsible for engaging or contracting with any third party providers responsible for the installation of the Goods; and

(b) we accept no responsibility or liability for any goods, works or services performed by any third party provider connected with the installation of the Goods.

5.5 We reserve the right to refuse to coordinate or liaise with any third party provider for the installation of any Goods for whatever reason, in our absolute discretion.

6.0 FABRICS

6.1 We will supply the Goods and/or Services to you using fabrics that have been supplied by you (Fabrics). You acknowledge and agree that:

(a) you will be solely responsible, and we accept no responsibility or liability arising from, or connected with, the quality, condition or any defects in the Fabrics, whether or not they were detected by us;

(b) we are under no obligation to inspect the Fabrics for any defects; and

(c) if we notify you of any defects in the Fabrics, you must immediately notify us as to whether:

(i) you accept the defects, in which case we will use our best endeavors to supply the Goods and/or Services using the defective Fabrics, and we accept no responsibility or liability arising from, or connected with, the defective Fabrics; or

(ii) you do not accept the defects, in which case you will promptly resupply us with non-defective Fabrics,and there will be a deemed Variation to the extent we suffer or incur any additional costs or delay in performing the Goods and/or Services as a result of the defective Fabrics.

6.2 While we will use our best endeavours to provide you with accurate meterage estimations for Fabrics, we accept no responsibility or liability for the under or over-supply of Fabrics by you, irrespective of whether it was based on our meterage estimations.

6.3 You acknowledge and agree that the inherent properties, qualities, flaws, characteristics and/or conditions of certain types of Fabrics (and the environments in which they are kept) make them susceptible to shrinking, dropping, stretching, fading, creasing, bruising, loosening and other irregularities, variations, imperfections or adverse impacts that are beyond our reasonable control (Accepted Risks).

6.4 You acknowledge and agree that the Goods and/or Services, and the provision of the Goods and/or Services, may be impacted by Accepted Risks, and that we accept no responsibility or liability arising from, or connected with, any Accepted Risk.

7.0 USED MATERIALS

7.1 Where we are required to supply the Goods and/or Services using old or used goods, fabrics or materials (Used Materials), you agree to dry-clean the Used Materials prior to arriving at the Workroom. We reserve the right to not accept any Used Materials which we deem are not in a clean and hygienic state.

7.2 We will not handle used cushion inserts or foams. Where you are not supplying new foams or cushion inserts, you must organise for the covers to be filled yourself.

8.0 STORAGE AND DELIVERY

8.1 Upon completion of the Goods, you must collect the Goods from the Workroom, at your own cost and risk, as soon as possible (but in any event, no later than 7 days after we have notified you of the completion of the Goods).

8.2 To the maximum extent permitted by law, any leftover Fabric must be collected from the Workroom as soon as possible, but in any event, no later than 60 days after we have notified you of the completion of the Goods, failing which, you acknowledge and agree that all title and interest in the Fabrics will pass to us (without charge), and that we may dispose of the Fabrics as we deem fit (including by way of donating the Fabrics to charity). We accepts no responsibility or liability arising from, or connected with, your Fabrics that have been left at the Workroom for longer than 60 days after we have notified you of the completion of the Goods.

8.3 At our absolute discretion, we may agree to you storing goods, fabrics, items or other materials at the Workroom for use on future orders (Stock). You will be fully responsible, and we accept no responsibility or liability, for any Stock stored in our Workroom including, without limitation, the management or inventory of the Stock. To the maximum extent permitted by law, on written notice by us, you must collect any Stock from the Workroom as soon as possible, but in any event, no later than 60 days after our notice, failing which, you acknowledge and agree that all title and interest in the Stock will pass to us (without charge), and that we may dispose of the Stock as we deem fit (including by way of donating the Stock to charity).

8.4 All Stock delivered to the Workroom must be properly packaged and clearly labelled with your details (including name and phone number). We will not accept Stock that is not properly packaged or clearly labelled.

8.5 We accept no responsibility or liability for the delivery to you of any Goods, Fabrics or other items under these Terms. Where we agree to assist in coordinating the delivery of any such items to you, you agree that you will continue to be liable for any loss or damage to the relevant items, and you will be responsible for paying all freight, courier and other costs (including any excise, customs or other duties) associated with the delivery of the items to your nominated delivery address.

9.0 HARDWARE

9.1 If you supply any hardware (including curtain or blinds rods, tracks, wave tapes or hooks), or any other items or things in connection with the Goods and/or Services (Hardware), you acknowledge and agree that:

(a) you are responsible for ensuring the correct and timely supply of the Hardware, and providing us with all technical information required to enable us to supply the Goods and/or Services so that they are compatible with the Hardware;

(b) for ‘S-Fold’ curtains, you must supply us with the wave tape prior to the commencement of the Goods and/or Services; and

(c) you are responsible, and we accept no responsibility or liability arising from, or connected with, the Hardware.

9.2 We reserve the right to refuse to order or supply to you any Hardware for whatever reason, in our absolute discretion.

10.0 CLIENT RELATIONSHIP

10.1 These Terms are exclusively between the Parties.

10.2 You acknowledge and agree that (unless otherwise agreed by us in writing):

(a) we will only accept instructions or directions in relation to the Goods and/or Services from you;

(b) we will not pay commissions or referral fees to you or any third party for services or works that have been referred to us by you or any third party (as applicable);

(c) we will not issue invoices to any individual or entity other than you, and we will only accept payment of the Fee from you;

(d) we are under no obligation to liaise or consult with any individual or entity other than you, including where that individual or entity is the end-customer; and

(e) where we agree to liaise or consult with an individual or entity other than you, or where we agree to be present for the installation of the Goods or to attend any consultations, measurements or other meetings (whether at the Site or otherwise) (Meeting), you agree to be present at the Meeting at all times, and we accept no responsibility or liability arising from, or connected with, your failure to be present at the Meeting.

10.3 You acknowledge and agree that any warranties or guarantees that we provide to you in relation to the Goods and/or Services (whether under these Terms, under statute, at law or otherwise) are provided exclusively to you and for your exclusive benefit, and may not be relied upon by any individual or entity other than you.

11.0 DELAYS

11.1 You acknowledge and agree that the Estimated Completion Date, and any lead times that we provide to you in connection with the Goods and/or Services, are estimates only. We are under no obligation to complete the Goods and/or Services by the Estimated Completion Date or to work to any lead times provided, and any failure on our part to do so will not constitute a breach of these Terms.

11.2 You acknowledge and agree that we are entitled to extend the Estimated Completion Date or any lead times where we suffer or incur delay for any of the following reasons:

(a) any acts or omissions of you (or any of your employees, contractors or third party providers);

(b) any items, materials, goods, services, information or other things provided by you (or any of your employees, contractors or third party providers) including, without limitation, the Specifications or any Fabrics or Hardware;

(c) any Variation or deemed Variation under these Terms; or

(d) any events or circumstances outside of our reasonable control.

11.3 If, as a result of any delay under clause 2, we suffer or incur additional costs than we otherwise would have suffered or incurred had we not been delayed, you will pay us for those additional costs as an adjustment to the Fees.

12.0 FLOOR CLEARANCES (FOR CURTAINS)

12.1 You acknowledge and agree that:

(a) while we will use our best endeavours to supply the Goods in accordance with the Specifications, we do not recommend a floor clearance of less than 10mm for curtains (unless the curtain is to ‘pool’ on the floor as stated in the Specifications, the Order Confirmation and/or Quote);

(b) floor clearances will depend on, among other things, where the curtain rod / track is hung, changes to the installation height, the quality and type of fabrics used and any variations in the floor and ceiling levels; and

(c) floor clearances are only accurate at the point of installation and may change rapidly, or slowly, as a result of the Accepted Risks or the Fabrics used.

12.2 You must notify us immediately at the time of installation if you believe the curtain drop is incorrect, based on floor clearances as stated in the Specifications, the Order Confirmation and/or Quote (failure). We will either inspect the Goods at Site or review photos of the Goods to determine whether or not the failure was caused by us. Where we determine that:

(a) the failure was caused by us, the failure will be a deemed Defect and clause 13 will apply; or

(b) was not caused by us, you will be solely responsible, and we accept no responsibility or liability arising from, or connected with, the failure.

13.0 DEFECTS

13.1 Immediately upon becoming aware of any Defect in the Goods and/or Services (but in any event, no later than 7 days after installation), you must notify us in writing detailing the Defect.

13.2 We will use our reasonable endeavours to rectify any Defects which you have notified us in writing in accordance with clause 1.

13.3 We will not be responsible for rectifying any Defects where it was caused or contributed to by your (or any other individual or entity’s failure to properly maintain the Goods and/or fair wear and tear including, without limitation, the following (to the extent it was not caused directly by us):

(a) staining or marking of Fabrics;

(b) mould on Fabrics;

(c) tears and holes in Fabrics;

(d) stretching of materials and Fabrics;

(e) curtain track glides or runners breaking; and

(f) stitching or seams coming undone.

14.0 PRICE, INVOICING AND PAYMENT

14.1 You agree to pay us the Fee in accordance with the Order Confirmation and/or Quote. All amounts are stated in Australian dollars and are exclusive of GST, unless otherwise indicated.

14.2 Fees are payable by the dates set out in our invoices. If an invoice is unpaid after the payment date, we may cease to provide the Goods and/or Services to you, or refuse to supply you with the Goods and/or Services, until we receive payment.

14.3 We may charge interest at a rate equal to the Reserve Bank of Australia’s cash rate from time to time plus 8% per annum, calculated daily and compounding monthly, on any amounts unpaid after the payment date.

14.4 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, and the right to commence legal proceedings for any outstanding amounts owed to us.

14.5 We reserve the right to report bad debts to independent credit data agencies.

14.6 If the Order Confirmation and/or Quote states that the Fees and our expenses are an estimate only, you acknowledge that the final Fees and our expenses may be more or less than the estimated amounts. We will endeavour to inform you of any material variation as it becomes apparent.

15.0 YOUR OBLIGATIONS AND WARRANTIES

15.1 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 Goods and/or 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 Goods and/or Services;

(e) you will inform us if you have reasonable concerns relating to our provision of Goods and/or Services under these Terms, with the aim that the Parties will use all reasonable efforts to resolve your concerns;

(f) you will provide us (and our employees, agents and contractors) with such rights of access to the Site (or any other premises) and other facilities at the Site, sufficient to enable us to perform the Goods and/or Services;

(g) you will ensure that the Site is safe, free of harmful materials, infections or diseases, and otherwise complies with all relevant workplace health and safety laws;

(h) you are responsible for obtaining any access, consents, licences and permissions from other parties necessary for the Goods and/or Services to be provided, at your cost, and for providing us (and our employees, agents and contractors) with the necessary consents, licences and permissions;

(i) if applicable, you hold a valid ABN which has been advised to us;

(j) if applicable, you are registered for GST purposes; and

(k) you will not employ, canvass, solicit, entice, induce or attempt to employ our employees or contractors.

16.0 CONFIDENTIAL INFORMATION

16.1 We, including our employees and contractors, agree not to disclose your Confidential Information to any third party (other than where necessary, to third party suppliers, or as required by law); to use all reasonable endeavours to protect your Confidential Information from any unauthorised disclosure; and only to use your Confidential Information for the purpose for which it was disclosed by you, and not for any other purpose.

16.2 You, including your employees and contractors, agree not to disclose our Confidential Information to any third party; to use all reasonable endeavours to protect our Confidential Information from any unauthorised disclosure; and only to use our Confidential Information for the purpose for which it was disclosed or provided by us to you, to provide better quality services to you and not for any other purpose.

16.3 These obligations do not apply to Confidential Information that

(a) is authorised to be disclosed;

(b) is in the public domain and/or is no longer confidential, except as a result of a breach of these Terms;

(c) is received from a third party, except where there has been a breach of confidence; or

(d) must be disclosed to enable us to comply with our obligations under these Terms;

(e) must be disclosed by law or by a regulatory authority including under subpoena.

This clause 16 will survive the termination of these Terms.

 

17.0 YOUR INTELLECTUAL PROPERTY AND MORAL RIGHTS

17.1 You agree to provide information (including Intellectual Property) to us to enable us to supply the Goods and/or Services.

17.2 You:

(a) warrant that you have all necessary rights to provide the Intellectual Property to us;

(b) grant us a perpetual, non-exclusive, royalty-free, irrevocable, worldwide and transferable right and licence to use the Intellectual Property in any way we require to provide the Goods and/or Services to you; and

(c) consent to any act or omission which would otherwise constitute an infringement of your Moral Rights.

17.3 If you (or any employee or agent) have Moral Rights in any Intellectual Property that you provide or licence to us, you:

(a) irrevocably consent to any amendment of the Intellectual Property in any manner by us for the purposes of providing the Goods and/or Services to you;

(b) irrevocably consent to us using or applying the Intellectual Property for the purposes of providing the Goods and/or Services to you without any attribution of authorship;

(c) agree that your consent extends to acts and omissions of any of our licensees and successors in title; and

(d) agree that your consent is a genuine consent under the Copyright Act 1968 (Cth) and has not been induced by duress or any false or misleading statement.

18.0 FEEDBACK AND DISPUTE RESOLUTION

18.1 Your feedback is important to us. We seek to resolve your concerns quickly and effectively. If you have any feedback or questions about the Goods and/or Services, please contact us.

18.2 If there is a dispute between the Parties in relation to these Terms, the Parties agree to the following dispute resolution procedure:

18.3 The complainant must tell the respondent in writing, the nature of the dispute, what outcome the complainant wants and what action the complainant thinks will settle the dispute. The Parties agree to meet in good faith to seek to resolve the dispute by agreement between them at an initial meeting.

18.4 If the Parties cannot agree how to resolve the dispute at that initial meeting, any Party may refer the matter to a mediator. If the Parties cannot agree on who the mediator should be, the complainant will ask the Law Society of Queensland to appoint a mediator. The mediator will decide the time and place for mediation. The Parties must attend the mediation in good faith, to seek to resolve the dispute.

18.5 Any attempts made by the Parties to resolve a dispute pursuant to this clause 19 are without prejudice to other rights or entitlements of the Parties under these Terms, by law or in equity.

19.0 TERMINATION

19.1 We may terminate these Terms without cause, effective immediately, by providing you with written notice.

19.2 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 Goods and/or Services provided prior to termination, including Goods and/or Services which have been performed and have not yet been invoiced to you.

19.3 On termination of these Terms, the Parties agree to promptly return the Confidential Information and Intellectual Property of the other Party, and/or documents containing or relating to the Confidential Information and/or Intellectual Property of the other Party.

19.4 On completion of the Goods and/or 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.

19.5 The accrued rights, obligations and remedies of the Parties are not affected by the termination of these Terms.

20.0 LIMITATION OF LIABILITY AND DISCLAIMERS

20.1 Warranties: To the maximum extent permitted by law, we exclude all express and implied warranties, representations and guarantees of any kind (whether under statute, law, equity or on any other basis) and all material, work or services is provided to you without warranties, representations and guarantees of any kind.

20.2 Exclusions: To the maximum extent permitted by law, we exclude any Liability or Claim, and we will not be liable for any Liability or Claim (whether under statute, contract, negligence or other tort, indemnity, or otherwise) caused or contributed to by:

(a) acts or omissions of you (or any of your employees, agents, contractors, third party providers or the end-customer) or any other third party;

(b) any items, materials, goods, services, information or other things provided by you (or any of your employees, contractors, third party providers or the end-customer) including, without limitation, the Specifications or any Fabrics or Hardware;

(c) any advice, work, goods, services or other things provided by third parties (whether or not they were referred to by us), including any work or services associated with the installation of the Goods by third party providers;

(d) implied or express guarantees, warranties, representations or conditions of any kind, which are not expressly stated in these Terms;

(e) the Goods and/or Services being unavailable or the provision of the Goods and/or Services being delayed (for any reason), and any Liability or Claim arising from the Goods and/or Services being unavailable or their provision delayed;

(f) the Goods and/or Services failing to comply with these Terms as a result of any Accepted Risks;

(g) any event or circumstance outside of our reasonable control; and

(h) any Claims for loss of profits, revenue, production, opportunity, access to markets, goodwill, reputation or any loss or damage relating to business interruption or otherwise, suffered by you or made against you, including where it arises out of or in connection with your inability to access or use the Goods and/or Services or the late supply of the Goods and/or Services, even if we were expressly advised of the likelihood of such loss or damage.

20.3 Limitation: To the maximum extent permitted by law, our total liability arising out of or in connection with the Goods and/or Services, however arising, including under contract, tort including negligence, in equity, under statute or otherwise, is limited to us re-supplying the Goods/or Services to you, or, at our option, us refunding to you the amount you have paid us for the Goods and/or Services to which your claim relates.

20.4 This clause 21 will survive the termination of these Terms.

21.0 INDEMNITY

21.1 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) acts or omissions of you (or any of your employees, agents, contractors, third party providers or the end-customer) or any other third party;

(c) any items, materials, goods, services, information or other things provided by you (or any of your employees, contractors, third party providers or the end-customer) including, without limitation, the Specifications or any Fabrics or Hardware;

(d) your breach of these Terms; and

(e) your breach of any law or third party rights.

21.2 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 Goods and/or Services including but not limited to disputes, complaints, investigations or litigation that arises out of or relates to incorrect information you have given us.

21.3 This clause 22 will survive the termination of these Terms.

22.0 PERSONAL PROPERTY SECURITIES REGISTER (PPSR):

22.1 Notwithstanding any provision in these Terms to contrary or otherwise, all rights, title and interest in the Goods will remain with us.

22.2 We may, in our absolute discretion, register any security interest created under these Terms or otherwise on the PPSR. If, for any reason, our rights to or ownership of the Goods are prejudiced or will be lost by any act or omission of you (or any of your employees, contractors or third party providers) (Event), then it is expressly agreed that:

(a) these Terms will be deemed to have been terminated by mutual agreement on the business day immediately preceding the Event (Termination Date);

(b) the Goods will be and will be deemed to have been surrendered by you to us on the Termination Date;

(c) if you are still in possession of the Goods, from the Termination Date you will hold the Goods as a bare bailee only; and

(d) you will remain liable under these Terms for all matters, including payment of the Price, occurring up to and including the Termination Date, and will be liable as a bare bailee of the Goods from the Termination Date until we are in possession of the Goods.

22.3 This clause 23 will survive termination of these Terms.

23.0 GENERAL

23.1 Privacy: We agree to comply with the legal requirements of the Australian Privacy Principles as set out in the Privacy Act 1988 (Cth) and any other applicable legislation or privacy guidelines.

23.2 Publicity: You consent to us stating that we provided Goods and/or Services to you, including but not limited to mentioning you on our website and in our promotional material.

23.3 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.

23.4 GST: If and when applicable, GST payable on the Fee for the Goods and/or Services will be set out on our invoices. You agree to pay the GST amount at the same time as you pay the Fee.

23.5 Relationship of Parties: These Terms are not intended to create a relationship between the Parties of partnership, joint venture, or employer-employee.

23.6 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).

23.7 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.

23.8 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.

23.9 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 Order Confirmation and/or 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.

23.10 Jurisdiction & Applicable Law: These terms are governed by the laws of Queensland and the Commonwealth of Australia. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts operating in Queensland.

23.11 Entire Agreement: These Terms 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.

24.0 DEFINITIONS

24.1 Accepted Risks has the meaning given in clause 3.

24.2 Business Day means a day which is not a Saturday, Sunday or bank or public holiday in Queensland, Australia.

24.3 Claim/Claims includes a claim, notice, demand, right, entitlement, action, proceeding, litigation, prosecution, arbitration, investigation, judgment, award, damage, loss, cost, expense or liability however arising, whether present, unascertained, immediate, future or contingent, whether based in contract, tort or statute, whether indirect, incidental, special, consequential and/or incidental, and whether involving a third party or a Party to these Terms or otherwise.

24.4 Confidential Information includes confidential information about you, your credit card or payment details, and the business, structure, programs, processes, methods, operating procedures, activities, products and services, trade secrets, know how, financial, accounting, marketing and technical information, customer and supplier lists (including prospective customer and supplier information), ideas, concepts, technology, and other information of either Party whether or not such information is reduced to a tangible form or marked in writing as “confidential”.

24.5 Defects means any aspect of the Goods and/or Services which do not comply with these Terms to the extent such failure was directly caused by us (and excluding any defects in the Fabrics or any other goods, materials or services that are supplied to us by you or any other individual or entity).

24.6 Deposit is set out in the Order Confirmation and/or Quote (if any).

24.7 Estimated Completion Date means the estimated date for completion of the Goods and/or Services stipulated in the Order Confirmation and/or the Quote (if any).

24.8 Fabrics has the meaning given in clause 1.

24.9 Fees are set out in the Order Confirmation and/or Quote.

24.10 Goods are set out in the Order Confirmation and/or the Quote.

24.11 GST means GST as defined in the A New Tax System (Goods and Services Tax) Act 1999 (Cth) as amended from time to time or any replacement or other relevant legislation and regulations.

24.12 Hardware has the meaning given in clause 9.

24.13 Intellectual Property includes any and all present and future rights to intellectual and industrial property throughout the world, and includes all copyright and analogous rights, all rights in relation to inventions (including patent rights), patents, improvements, registered and unregistered trademarks, designs, any corresponding property rights under the laws of any jurisdiction, discoveries, circuit layouts, trade names, trade secrets, secret processes, know-how, concepts, ideas, information, processes, data or formulae, business names, company names or internet domain names, Moral Rights and any Confidential Information.

24.14 Liability means any loss, liability, cost, payment, damages, debt or expense (including but not limited to reasonable legal fees).

24.15 Moral Rights means the right of attribution of authorship, the right not to have authorship falsely attributed and the right of integrity of authorship, as defined in the Copyright Act 1968 (Cth).

24.16 Order Confirmation mean a written order confirmation provided to you by us following the receipt of an order request from you.

24.17 Quote means a written quote provided to you by us following the receipt of an order request from you, and which are attached to and form part of these Terms.

24.18 Services are set out in the Order Confirmation and/or Quote.

24.19 Site is set out in the Order Confirmation and/or Quote.

24.20 Specifications means the technical specifications or worksheets that you provide to us for the provision of the Goods and/or Services, and which are attached to and form part of these Terms.

24.21 Terms means these terms and conditions.

24.22 Variation means amended or additional services, including but not limited to changes to the Order Confirmation and/or Quote, Services, or Fees.

24.23 Workroom means our workroom, located at 1B/229 Robinson Road East, Geebung, QLD, 4034. Unless otherwise defined herein or the context otherwise requires, capitalised terms used in these Terms will have the meanings given to them in the Order Confirmation and/or the Quote.

TERMS AND CONDITIONS

 1.1ACCEPTANCE

• Parties: These Terms are between Marinila Pty Limited t/a Decorators Workroom (ABN 59 617 685 499), its successors and assignees (referred to as “we” and “us”) and you, the person, organisation or entity described in the Order Confirmation and/or Quote (referred to as “you”), each a “Party” and collectively the “Parties”. These Terms apply to all Goods and/or Services provided by us to you.
• Orders: You have requested the Goods and/or Services set out in the Specifications and the Order Confirmation and/or Quote. We reserve the right to refuse any order or request for the supply of Goods and/or Services for any reason at our absolute discretion. We will only accept requests to supply Goods and/or Services to you by written confirmation (including by issuing you an Order Confirmation and/or Quote), and where you have provided us with a Specification.
• Acceptance: You accept these Terms by:
  • confirming by email that you accept the Order Confirmation and/or Quote;
  • where our Quote has been issued to you via Xero, by electronically accepting our Quote;
  • instructing us to proceed with the Order Confirmation and/or Quote; or
  • making part or full payment for the Goods and/or Services
• You agree that these Terms form the agreement under which we will supply Goods and/or Services to you. Please read these Terms carefully. Please contact us if you have any questions. Purchasing Goods and/or Services from us, and/or accepting these Terms, indicates that you have had sufficient opportunity to read these Terms and contact us if needed.

2. GOODS AND/OR SERVICES
   • We will use our best endeavours to provide the Goods and/or Services to you:
     • with due skill, care and diligence; and
     • in accordance with the Specifications.
   • We may provide the Goods and/or Services to you using our employees, contractors and third party providers, and they are included in these Terms.
   • Any of your employees, contractors or other third party providers (other than those engaged by us) are your responsibility, and we are not responsible for any goods, services or works provided or supplied by you or any of your employees, contractors or third party providers.
   • Title in the Goods will remain with us until you have paid (in full) all amounts due and payable to us under these Terms or otherwise (including by way of indemnity), including the whole of the Fees and any expenses that we incur in performing the Goods and/or Services that are not included in the Fees.

3. SPECIFICATIONS
   • We will be under no obligation to commence performing the Goods and/or Services until you have provided us with:

• the Specifications; and
• all other information that we deem necessary in order to commence performing the Goods and/or Services (including, without limitation, information in relation to the Hardware that you intend to use for the Goods).
  • Unless otherwise agreed between the Parties in writing, you acknowledge, warrant and agree that:
• you are fully responsible and liable for the Specifications;
• the Specifications are accurate, current and complete, and sufficient to enable us to complete the Goods and/or Services in accordance with these Terms;
• the Specifications are free from any error, omission, inconsistency , ambiguity or discrepancy in or between any documents constituting the Specifications, and/or the Specifications and these Terms; and
• if the Specifications fail to meet any of the requirements or warranties in this clause 2, there will be a deemed Variation to the extent we are unable to perform the Goods and/or Services in accordance with these Terms, or we otherwise suffer or incur, or are likely to suffer or incur, any additional expense or delay as a result.

4. VARIATIONS
   • The Fee and the Goods and/or Services can be varied by written agreement between us, including by email (Variation).
   • If you request a Variation to the Goods and/or Services (including any deductions to the Goods and/or Services), we have an absolute discretion as to whether we accept the Variation.
   • If we accept and can perform the Variation, or where there is a deemed Variation under these Terms, we will inform you of any increase to the Fee and/or the Estimated Completion Date.
5. INSTALLATIONS
   • Unless expressly stated otherwise in the Order Confirmation and/or Quote, we accept no responsibility or liability for the installation of any Goods provided to you by us, including, without limitation, any property damage during or after installation, or any alterations or amendments required to the Goods for installation, where we have supplied those Goods in accordance with the Specifications.
   • We may attend the Site to take measurements for the supply of the Goods and/or Services. You acknowledge and agree that any measurements that we take are strictly for the purposes of us supplying the Goods and/or Services to you, and we accept no responsibility or liability for advising on (among other things):

• the suitability of the Site or any relevant surfaces or structures for the installation of the Goods (or any supporting Hardware for the Goods); and/or
• the buildability or installability of the Goods at the Site or on any relevant surfaces or structures.
  • Where the Order Confirmation and/or Quote states that the Services involves us coordinating or liaising with any third party provider for the installation of any Goods, you acknowledge and agree that:
• you are solely responsible for engaging or contracting with any third party providers responsible for the installation of the Goods; and
• we accept no responsibility or liability for any goods, works or services performed by any third party provider connected with the installation of the Goods.
  • We reserve the right to refuse to coordinate or liaise with any third party provider for the installation of any Goods for whatever reason, in our absolute discretion.

6. FABRICS
   • We will supply the Goods and/or Services to you using fabrics that have been supplied by you (Fabrics). You acknowledge and agree that:

• you will be solely responsible, and we accept no responsibility or liability arising from, or connected with, the quality, condition or any defects in the Fabrics, whether or not they were detected by us;
• we are under no obligation to inspect the Fabrics for any defects; and
• if we notify you of any defects in the Fabrics, you must immediately notify us as to whether:

(i)    you accept the defects, in which case we will use our best endeavors to supply the Goods and/or Services using the defective Fabrics, and we accept no responsibility or liability arising from, or connected with, the defective Fabrics; or

(ii)   you do not accept the defects, in which case you will promptly resupply us with non-defective Fabrics,

and there will be a deemed Variation to the extent we suffer or incur any additional costs or delay in performing the Goods and/or Services as a result of the defective Fabrics.

• While we will use our best endeavours to provide you with accurate meterage estimations for Fabrics, we accept no responsibility or liability for the under or over-supply of Fabrics by you, irrespective of whether it was based on our meterage estimations.
• You acknowledge and agree that the inherent properties, qualities, flaws, characteristics and/or conditions of certain types of Fabrics (and the environments in which they are kept) make them susceptible to shrinking, dropping, stretching, fading, creasing, bruising, loosening and other irregularities, variations, imperfections or adverse impacts that are beyond our reasonable control (Accepted Risks).
• You acknowledge and agree that the Goods and/or Services, and the provision of the Goods and/or Services, may be impacted by Accepted Risks, and that we accept no responsibility or liability arising from, or connected with, any Accepted Risk.

7. USED MATERIALS
   • Where we are required to supply the Goods and/or Services using old or used goods, fabrics or materials (Used Materials), you agree to dry-clean the Used Materials prior to arriving at the Workroom. We reserve the right to not accept any Used Materials which we deem are not in a clean and hygienic state.
   • We will not handle used cushion inserts or foams. Where you are not supplying new foams or cushion inserts, you must organise for the covers to be filled yourself.
8. STORAGE AND DELIVERY
   • Upon completion of the Goods, you must collect the Goods from the Workroom, at your own cost and risk, as soon as possible (but in any event, no later than 7 days after we have notified you of the completion of the Goods).
   • Any leftover Fabric must be collected from the Workroom as soon as possible, but in any event, no later than 60 days after we have notified you of the completion of the Goods, failing which, you acknowledge and agree that all title and interest in the Fabrics will pass to us (without charge), and that we may dispose of the Fabrics as we deem fit (including by way of donating the Fabrics to charity). We accepts no responsibility or liability arising from, or connected with, your Fabrics that have been left at the Workroom for longer than 60 days after we have notified you of the completion of the Goods.
   • At our absolute discretion, we may agree to you storing goods, fabrics, items or other materials at the Workroom for use on future orders (Stock). You will be fully responsible, and we accept no responsibility or liability, for any Stock stored in our Workroom including, without limitation, the management or inventory of the Stock. On written notice by us, you must collect any Stock from the Workroom as soon as possible, but in any event, no later than 60 days after our notice, failing which, you acknowledge and agree that all title and interest in the Stock will pass to us (without charge), and that we may dispose of the Stock as we deem fit (including by way of donating the Stock to charity).
   • All Stock delivered to the Workroom must be properly packaged and clearly labelled with your details (including name and phone number). We will not accept Stock that is not properly packaged or clearly labelled.
   • We accept no responsibility or liability for the delivery to you of any Goods, Fabrics or other items under these Terms. Where we agree to assist in coordinating the delivery of any such items to you, you agree that you will continue to be liable for any loss or damage to the relevant items, and you will be responsible for paying all freight, courier and other costs (including any excise, customs or other duties) associated with the delivery of the items to your nominated delivery address.
9. HARDWARE
   • If you supply any hardware (including curtain or blinds rods, tracks, wave tapes or hooks), or any other items or things in connection with the Goods and/or Services (Hardware), you acknowledge and agree that:

• you are responsible for ensuring the correct and timely supply of the Hardware, and providing us with all technical information required to enable us to supply the Goods and/or Services so that they are compatible with the Hardware;
• for ‘S-Fold’ curtains, you must supply us with the wave tape prior to the commencement of the Goods and/or Services; and
• you are responsible, and we accept no responsibility or liability arising from, or connected with, the Hardware.
  • We reserve the right to refuse to order or supply to you any Hardware for whatever reason, in our absolute discretion.

10. CLIENT RELATIONSHIP
    • These Terms are exclusively between the Parties.
    • You acknowledge and agree that (unless otherwise agreed by us in writing):

• we will only accept instructions or directions in relation to the Goods and/or Services from you;
• we will not pay commissions or referral fees to you or any third party for services or works that have been referred to us by you or any third party (as applicable);
• we will not issue invoices to any individual or entity other than you, and we will only accept payment of the Fee from you;
• we are under no obligation to liaise or consult with any individual or entity other than you, including where that individual or entity is the end-customer; and
• where we agree to liaise or consult with an individual or entity other than you, or where we agree to be present for the installation of the Goods or to attend any consultations, measurements or other meetings (whether at the Site or otherwise) (Meeting), you agree to be present at the Meeting at all times, and we accept no responsibility or liability arising from, or connected with, your failure to be present at the Meeting.
  • You acknowledge and agree that any warranties or guarantees that we provide to you in relation to the Goods and/or Services (whether under these Terms, under statute, at law or otherwise) are provided exclusively to you and for your exclusive benefit, and may not be relied upon by any individual or entity other than you.

11. DELAYS
    • You acknowledge and agree that the Estimated Completion Date, and any lead times that we provide to you in connection with the Goods and/or Services, are estimates only. We are under no obligation to complete the Goods and/or Services by the Estimated Completion Date or to work to any lead times provided, and any failure on our part to do so will not constitute a breach of these Terms.
    • You acknowledge and agree that we are entitled to extend the Estimated Completion Date or any lead times where we suffer or incur delay for any of the following reasons:

• any acts or omissions of you (or any of your employees, contractors or third party providers);
• any items, materials, goods, services, information or other things provided by you (or any of your employees, contractors or third party providers) including, without limitation, the Specifications or any Fabrics or Hardware;
• any Variation or deemed Variation under these Terms; or
• any events or circumstances outside of our reasonable control.
  • If, as a result of any delay under clause 2, we suffer or incur additional costs than we otherwise would have suffered or incurred had we not been delayed, you will pay us for those additional costs as an adjustment to the Fees.

12. FLOOR CLEARANCES (FOR CURTAINS)
    • You acknowledge and agree that:

• while we will use our best endeavours to supply the Goods in accordance with the Specifications, we do not recommend a floor clearance of less than 10mm for curtains (unless the curtain is to ‘pool’ on the floor as stated in the Specifications, the Order Confirmation and/or Quote);
• floor clearances will depend on, among other things, where the curtain rod / track is hung, changes to the installation height, the quality and type of fabrics used and any variations in the floor and ceiling levels; and
• floor clearances are only accurate at the point of installation and may change rapidly, or slowly, as a result of the Accepted Risks or the Fabrics used.
  • You must notify us immediately at the time of installation if you believe the curtain drop is incorrect, based on floor clearances as stated in the Specifications, the Order Confirmation and/or Quote (failure). We will either inspect the Goods at Site or review photos of the Goods to determine whether or not the failure was caused by us. Where we determine that:
• the failure was caused by us, the failure will be a deemed Defect and clause 13 will apply; or
• was not caused by us, you will be solely responsible, and we accept no responsibility or liability arising from, or connected with, the failure.

13. DEFECTS
    • Immediately upon becoming aware of any Defect in the Goods and/or Services (but in any event, no later than 7 days after installation), you must notify us in writing detailing the Defect.
    • We will use our reasonable endeavours to rectify any Defects which you have notified us in writing in accordance with clause 1.
    • We will not be responsible for rectifying any Defects where it was caused or contributed to by your (or any other individual or entity’s failure to properly maintain the Goods and/or fair wear and tear including, without limitation, the following (to the extent it was not caused directly by us):

• staining or marking of Fabrics;
• mould on Fabrics;
• tears and holes in Fabrics;
• stretching of materials and Fabrics;
• curtain track glides or runners breaking; and
• stitching or seams coming undone.

14. PRICE, INVOICING AND PAYMENT
    • You agree to pay us the Fee in accordance with the Order Confirmation and/or Quote. All amounts are stated in Australian dollars and are exclusive of GST, unless otherwise indicated.
    • Fees are payable by the dates set out in our invoices. If an invoice is unpaid after the payment date, we may cease to provide the Goods and/or Services to you, or refuse to supply you with the Goods and/or Services, until we receive payment.
    • We may charge interest at a rate equal to the Reserve Bank of Australia’s cash rate from time to time plus 8% per annum, calculated daily and compounding monthly, on any amounts unpaid after the payment date.
    • 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, and the right to commence legal proceedings for any outstanding amounts owed to us.
    • We reserve the right to report bad debts to independent credit data agencies.
    • If the Order Confirmation and/or Quote states that the Fees and our expenses are an estimate only, you acknowledge that the final Fees and our expenses may be more or less than the estimated amounts. We will endeavour to inform you of any material variation as it becomes apparent.
15. YOUR OBLIGATIONS AND WARRANTIES
    • You warrant that:

• there are no legal restrictions preventing you from agreeing to these Terms;
• you will cooperate with us, and provide us with information that is reasonably necessary to enable us to perform the Goods and/or Services as requested from time to time, in a timely manner;
• the information you provide to us is true, correct and complete;
• you will not infringe any third party rights in working with us and receiving the Goods and/or Services;
• you will inform us if you have reasonable concerns relating to our provision of Goods and/or Services under these Terms, with the aim that the Parties will use all reasonable efforts to resolve your concerns;
• you will provide us (and our employees, agents and contractors) with such rights of access to the Site (or any other premises) and other facilities at the Site, sufficient to enable us to perform the Goods and/or Services;
• you will ensure that the Site is safe, free of harmful materials, infections or diseases, and otherwise complies with all relevant workplace health and safety laws;
• you are responsible for obtaining any access, consents, licences and permissions from other parties necessary for the Goods and/or Services to be provided, at your cost, and for providing us (and our employees, agents and contractors) with the necessary consents, licences and permissions;
• if applicable, you hold a valid ABN which has been advised to us;
• if applicable, you are registered for GST purposes; and
• you will not employ, canvass, solicit, entice, induce or attempt to employ our employees or contractors.

16. CONFIDENTIAL INFORMATION
    • We, including our employees and contractors, agree not to disclose your Confidential Information to any third party (other than where necessary, to third party suppliers, or as required by law); to use all reasonable endeavours to protect your Confidential Information from any unauthorised disclosure; and only to use your Confidential Information for the purpose for which it was disclosed by you, and not for any other purpose.
    • You, including your employees and contractors, agree not to disclose our Confidential Information to any third party; to use all reasonable endeavours to protect our Confidential Information from any unauthorised disclosure; and only to use our Confidential Information for the purpose for which it was disclosed or provided by us to you, to provide better quality services to you and not for any other purpose.
    • These obligations do not apply to Confidential Information that:

• is authorised to be disclosed;
• is in the public domain and/or is no longer confidential, except as a result of a breach of these Terms;
• is received from a third party, except where there has been a breach of confidence; or
• must be disclosed to enable us to comply with our obligations under these Terms;
• must be disclosed by law or by a regulatory authority including under subpoena.
  • This clause 16 will survive the termination of these Terms.

17. OUR INTELLECTUAL PROPERTY AND MORAL RIGHTS
    • The work, materials and services that we provide to you in supplying the Goods and/or Services (including, without limitation, any Quotes, the Order Confirmation or any measurements that we take in connection with the Goods and/or Services) contains material which is owned by or licensed to us and is protected by Australian and international laws (Materials). We own the copyright which subsists in all creative and literary works incorporated into our Materials.
    • You agree that, as between you and us, we own all Intellectual Property rights in our Materials, and that nothing in these Terms constitutes a transfer of any Intellectual Property ownership rights in our Materials.
    • Your use of our Materials does not grant you a licence, or act as a right of use, to any of the Intellectual Property in the Materials, whether registered or unregistered, except as stated in these Terms or with our written permission.
    • You must not breach our copyright or Intellectual Property rights by, including but not limited to:

• altering or modifying any of the Materials;
• creating derivative works from the Materials;
• providing or disclosing the Materials to, or allowing our Materials to be used by, any third party; or
• using our Materials for purposes other than as expressly stated in these Terms (including, without limitation, using our Materials for commercial purposes or on-selling the Materials to third parties).
  • All work which we prepare or draft for you, but which does not proceed to be finalised by us for you, remains our Intellectual Property.
  • You acknowledge and agree that we are under no obligation to provide you with any measurements that we take in connection with the Goods and/or Services until you have paid the Fee in full.
  • We grant you a non-perpetual, non-exclusive, revocable, worldwide and non-transferable right and licence to use the Materials solely for the purposes as expressly stated or otherwise contemplated by these Terms.

18. YOUR INTELLECTUAL PROPERTY AND MORAL RIGHTS
    • You agree to provide information (including Intellectual Property) to us to enable us to supply the Goods and/or Services.
    • You:

• warrant that you have all necessary rights to provide the Intellectual Property to us;
• grant us a perpetual, non-exclusive, royalty-free, irrevocable, worldwide and transferable right and licence to use the Intellectual Property in any way we require to provide the Goods and/or Services to you; and
• consent to any act or omission which would otherwise constitute an infringement of your Moral Rights.
  • If you (or any employee or agent) have Moral Rights in any Intellectual Property that you provide or licence to us, you:
• irrevocably consent to any amendment of the Intellectual Property in any manner by us for the purposes of providing the Goods and/or Services to you;
• irrevocably consent to us using or applying the Intellectual Property for the purposes of providing the Goods and/or Services to you without any attribution of authorship;
• agree that your consent extends to acts and omissions of any of our licensees and successors in title; and
• agree that your consent is a genuine consent under the Copyright Act 1968 (Cth) and has not been induced by duress or any false or misleading statement.

19. FEEDBACK AND DISPUTE RESOLUTION
    • Your feedback is important to us. We seek to resolve your concerns quickly and effectively. If you have any feedback or questions about the Goods and/or Services, please contact us.
    • If there is a dispute between the Parties in relation to these Terms, the Parties agree to the following dispute resolution procedure:

• The complainant must tell the respondent in writing, the nature of the dispute, what outcome the complainant wants and what action the complainant thinks will settle the dispute. The Parties agree to meet in good faith to seek to resolve the dispute by agreement between them at an initial meeting.
• If the Parties cannot agree how to resolve the dispute at that initial meeting, any Party may refer the matter to a mediator. If the Parties cannot agree on who the mediator should be, the complainant will ask the Law Society of Queensland to appoint a mediator. The mediator will decide the time and place for mediation. The Parties must attend the mediation in good faith, to seek to resolve the dispute.
  • Any attempts made by the Parties to resolve a dispute pursuant to this clause 19 are without prejudice to other rights or entitlements of the Parties under these Terms, by law or in equity.

20. TERMINATION
    • We may terminate these Terms without cause, effective immediately, by providing you with written notice.
    • 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 Goods and/or Services provided prior to termination, including Goods and/or Services which have been performed and have not yet been invoiced to you.
    • On termination of these Terms, the Parties agree to promptly return the Confidential Information and Intellectual Property of the other Party, and/or documents containing or relating to the Confidential Information and/or Intellectual Property of the other Party.
    • On completion of the Goods and/or 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.
    • The accrued rights, obligations and remedies of the Parties are not affected by the termination of these Terms.
21. LIMITATION OF LIABILITY AND DISCLAIMERS
    • Warranties: To the maximum extent permitted by law, we exclude all express and implied warranties, representations and guarantees of any kind (whether under statute, law, equity or on any other basis) and all material, work or services is provided to you without warranties, representations and guarantees of any kind.
    • Exclusions: To the maximum extent permitted by law, we exclude any Liability or Claim, and we will not be liable for any Liability or Claim (whether under statute, contract, negligence or other tort, indemnity, or otherwise) caused or contributed to by:

• acts or omissions of you (or any of your employees, agents, contractors, third party providers or the end-customer) or any other third party;
• any items, materials, goods, services, information or other things provided by you (or any of your employees, contractors, third party providers or the end-customer) including, without limitation, the Specifications or any Fabrics or Hardware;
• any advice, work, goods, services or other things provided by third parties (whether or not they were referred to by us), including any work or services associated with the installation of the Goods by third party providers;
• implied or express guarantees, warranties, representations or conditions of any kind, which are not expressly stated in these Terms;
• the Goods and/or Services being unavailable or the provision of the Goods and/or Services being delayed (for any reason), and any Liability or Claim arising from the Goods and/or Services being unavailable or their provision delayed;
• the Goods and/or Services failing to comply with these Terms as a result of any Accepted Risks;
• any event or circumstance outside of our reasonable control; and
• any Claims for loss of profits, revenue, production, opportunity, access to markets, goodwill, reputation or any loss or damage relating to business interruption or otherwise, suffered by you or made against you, including where it arises out of or in connection with your inability to access or use the Goods and/or Services or the late supply of the Goods and/or Services, even if we were expressly advised of the likelihood of such loss or damage.
  • Limitation: To the maximum extent permitted by law, our total liability arising out of or in connection with the Goods and/or Services, however arising, including under contract, tort including negligence, in equity, under statute or otherwise, is limited to us re-supplying the Goods/or Services to you, or, at our option, us refunding to you the amount you have paid us for the Goods and/or Services to which your claim relates.
  • This clause 21 will survive the termination of these Terms.

22. INDEMNITY
    • 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:

• any information provided by you that is not accurate, up to date or complete or is misleading or a misrepresentation;
• acts or omissions of you (or any of your employees, agents, contractors, third party providers or the end-customer) or any other third party;
• any items, materials, goods, services, information or other things provided by you (or any of your employees, contractors, third party providers or the end-customer) including, without limitation, the Specifications or any Fabrics or Hardware;
• your breach of these Terms; and
• your breach of any law or third party rights.
  • 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 Goods and/or Services including but not limited to disputes, complaints, investigations or litigation that arises out of or relates to incorrect information you have given us.
  • This clause 22 will survive the termination of these Terms.

23. PERSONAL PROPERTY SECURITIES REGISTER (PPSR):
    • Notwithstanding any provision in these Terms to contrary or otherwise, all rights, title and interest in the Goods will remain with us.
    • We may, in our absolute discretion, register any security interest created under these Terms or otherwise on the PPSR. If, for any reason, our rights to or ownership of the Goods are prejudiced or will be lost by any act or omission of you (or any of your employees, contractors or third party providers) (Event), then it is expressly agreed that:

• these Terms will be deemed to have been terminated by mutual agreement on the business day immediately preceding the Event (Termination Date);
• the Goods will be and will be deemed to have been surrendered by you to us on the Termination Date;
• if you are still in possession of the Goods, from the Termination Date you will hold the Goods as a bare bailee only; and
• you will remain liable under these Terms for all matters, including payment of the Price, occurring up to and including the Termination Date, and will be liable as a bare bailee of the Goods from the Termination Date until we are in possession of the Goods.
  • This clause 23 will survive termination of these Terms.

24. GENERAL
    • Privacy: We agree to comply with the legal requirements of the Australian Privacy Principles as set out in the Privacy Act 1988 (Cth) and any other applicable legislation or privacy guidelines.
    • Publicity: You consent to us stating that we provided Goods and/or Services to you, including but not limited to mentioning you on our website and in our promotional material.
    • 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.
    • GST: If and when applicable, GST payable on the Fee for the Goods and/or Services will be set out on our invoices. You agree to pay the GST amount at the same time as you pay the Fee.
    • Relationship of Parties: These Terms are not intended to create a relationship between the Parties of partnership, joint venture, or employer-employee.
    • 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).
    • 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.
    • 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.
    • 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 Order Confirmation and/or 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.
    • Jurisdiction & Applicable Law: These terms are governed by the laws of Queensland and the Commonwealth of Australia. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts operating in Queensland.
    • Entire Agreement: These Terms 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.
25. DEFINITIONS
    • Accepted Risks has the meaning given in clause 3.
    • Business Day means a day which is not a Saturday, Sunday or bank or public holiday in Queensland, Australia.
    • Claim/Claims includes a claim, notice, demand, right, entitlement, action, proceeding, litigation, prosecution, arbitration, investigation, judgment, award, damage, loss, cost, expense or liability however arising, whether present, unascertained, immediate, future or contingent, whether based in contract, tort or statute, whether indirect, incidental, special, consequential and/or incidental, and whether involving a third party or a Party to these Terms or otherwise.
    • Confidential Information includes confidential information about you, your credit card or payment details, and the business, structure, programs, processes, methods, operating procedures, activities, products and services, trade secrets, know how, financial, accounting, marketing and technical information, customer and supplier lists (including prospective customer and supplier information), ideas, concepts, technology, and other information of either Party whether or not such information is reduced to a tangible form or marked in writing as “confidential”.
    • Defects means any aspect of the Goods and/or Services which do not comply with these Terms to the extent such failure was directly caused by us (and excluding any defects in the Fabrics or any other goods, materials or services that are supplied to us by you or any other individual or entity).
    • Deposit is set out in the Order Confirmation and/or Quote (if any).
    • Estimated Completion Date means the estimated date for completion of the Goods and/or Services stipulated in the Order Confirmation and/or the Quote (if any).
    • Fabrics has the meaning given in clause 1.
    • Fees are set out in the Order Confirmation and/or Quote.
    • Goods are set out in the Order Confirmation and/or the Quote.
    • GST means GST as defined in the A New Tax System (Goods and Services Tax) Act 1999 (Cth) as amended from time to time or any replacement or other relevant legislation and regulations.
    • Hardware has the meaning given in clause 9.
    • Intellectual Property includes any and all present and future rights to intellectual and industrial property throughout the world, and includes all copyright and analogous rights, all rights in relation to inventions (including patent rights), patents, improvements, registered and unregistered trademarks, designs, any corresponding property rights under the laws of any jurisdiction, discoveries, circuit layouts, trade names, trade secrets, secret processes, know-how, concepts, ideas, information, processes, data or formulae, business names, company names or internet domain names, Moral Rights and any Confidential Information.
    • Liability means any loss, liability, cost, payment, damages, debt or expense (including but not limited to reasonable legal fees).
    • Moral Rights means the right of attribution of authorship, the right not to have authorship falsely attributed and the right of integrity of authorship, as defined in the Copyright Act 1968 (Cth).
    • Order Confirmation mean a written order confirmation provided to you by us following the receipt of an order request from you.
    • Quote means a written quote provided to you by us following the receipt of an order request from you, and which are attached to and form part of these Terms.
    • Services are set out in the Order Confirmation and/or Quote.
    • Site is set out in the Order Confirmation and/or Quote.
    • Specifications means the technical specifications or worksheets that you provide to us for the provision of the Goods and/or Services, and which are attached to and form part of these Terms.
    • Terms means these terms and conditions.
    • Variation means amended or additional services, including but not limited to changes to the Order Confirmation and/or Quote, Services, or Fees.
    • Workroom means our workroom, located at [insert].

Unless otherwise defined herein or the context otherwise requires, capitalised terms used in these Terms will have the meanings given to them in the Order Confirmation and/or the Quote.