15 ELLIS AVENUE, CONCORD NSW 2137
These Client Terms, together with any Client Form (defined in clause 1), set out the agreement (this ‘Agreement’) under the terms of which Habitat Housing ABN 92729715544 provides Services (defined in clause 2) to you or the company which you represent.
1. CLIENT form, this agreement
(a) These Client Terms will apply to all the Client’s dealings with the Service Provider,
including being incorporated in all agreements, quotations or orders under which the
Service Provider is to provide services to the Client (each a ‘Client Form’) together with
any additional terms included in such Client Form (provided such additional terms are
recorded in writing).
(b) The Client will be taken to have accepted this Agreement if the Client accepts a Client
Form, or if the Client orders, accepts or pays for any services provided by the Service
Provider after receiving or becoming aware of this Agreement or these Client Terms.
(c) In the event of any inconsistency between these Client Terms and any Client Form, the
clauses of these Client Terms will prevail to the extent of such inconsistency, except that
any “Special Conditions” (being terms described as such in a Client Form) will prevail
over these Client Terms to the extent of any inconsistency.
(a) In consideration for the payment of the fees set out in the Client Form (Fees), the Service
Provider will provide the Client with services set out in a Client Form (Services).
(b) Unless otherwise agreed, the Service Provider may, in its discretion:
(i) not commence work on any Services until the Client has paid any Fees or
deposit payable in respect of such Services; and
(ii) withhold delivery of Services until the Client has paid an invoice in respect of
3. Client obligation
3.1 PROVIDE INFORMATION AND LIAISON
(a) The Client must provide the Service Provider with all documentation, information and
assistance reasonably required for the Service Provider to perform the Services.
(b) The Client agrees to liaise with the Service Provider as it reasonably requests for the
purpose of enabling the Service Provider to provide the Services.
The Client must pay to the Service Provider fees in the amounts and at the times set out in the Client Form or as otherwise agreed in writing.
4.2 TIME FOR PAYMENT
Unless otherwise agreed in writing:
(a) if the Service Provider issues an invoice to the Client, payment must be made by the
time(s) specified in such invoice; and
(b) in all other circumstances, the Client must pay for all goods and services within 2 weeks
of receiving an invoice for amounts payable.
4.3 PAYMENT METHOD
The Client must pay Fees using the fee payment method specified in the Client Form.
Unless otherwise agreed in writing:
(a) the Client will bear all Client Expenses specified in the Client Form, all surveyor fees,
engineering consultant fees and other third party consultant fees, and all travel,
accommodation, office stationery, computer storage, media and related expenses
reasonably incurred by the Service Provider in connection with a Client Form; and
(b) any third party costs incurred by the Service Provider in the course of performing the
Services may be billed to the Client, unless specifically otherwise provided for in the Client Form.
Unless otherwise indicated, amounts stated in a Client Form do not include GST. In relation to any GST payable for a taxable supply by the Service Provider, the Client must pay the GST subject to the Service Provider providing a tax invoice.
4.6 CARD SURCHARGES
The Service reserves the right to charge credit card surcharges in the event payments are made using a credit, debit or charge card (including Visa, MasterCard, American Express or Diners Club).
(a) The Client must pay additional service fees for changes to Services requested by the
Client which are outside the scope set out in the relevant Client Form (Changes).
(b) Unless otherwise agreed in writing, the Service Provider may at its discretion extend or
modify any delivery schedule or deadlines for the Services as may be reasonably
required by such Changes.
Unless otherwise agreed in writing:
(a) all displays or publications of any deliverables provided to the Client as part of the
Services (Deliverables) must, if requested by the Service Provider, bear an accreditation
and/or a copyright notice including the Service Provider’s name in the form, size and
location as directed by the Service Provider; and
(b) the Service Provider retains the right to describe the Services and reproduce, publish and display the Deliverables in the Service Provider’s portfolios and websites for the purposes of recognition or professional advancement, and to be credited with authorship of the Services and Deliverables in connection with such uses.
(a) Any Service that requires the Service Provider to acquire goods and services supplied by a third party on behalf of the Client may be subject to the terms & conditions of that third
party (Third Party Terms), including ‘no refund’ policies.
(b) The Client agrees to any Third Party Terms applicable to any goods and services
supplied by a third party that the Client or Service Provider acquires as part of the
Services and the Service Provider will not be liable for any loss or damage suffered by
the Client in connection with such Third Party Terms.
7. THIRD PARTY GOODS AND SERVICES
(a) Except as contemplated by this Agreement, each party must not, and must not permit any of its officers, employees, agents, contractors or related companies to, use or disclose to any person any confidential information disclosed to it by the other party without its prior
(b) This clause 8 does not apply to:
(i) information which is generally available to the public (other than as a result of a
breach of this Agreement or another obligation of confidence);
(ii) information required to be disclosed by any law; or
(iii) information disclosed by the Service Provider to its subcontractors, employees
or agents for the purposes of performing the Services or its obligations under
9.1 CLIENT CONTENT
(a) The Client grants to the Service Provider (and its subcontractors, employees and agents)
a non-exclusive, royalty free, non-transferable, worldwide and irrevocable licence to use
the Client Content to the extent reasonably required to perform any part of the Services.
(b) The Client:
(i) warrants that the Service Provider’s use of Client Content as contemplated by
this Agreement will not infringe any third-party Intellectual Property Rights; and
(ii) will indemnify the Service Provider from and against all losses, claims,
expenses, damages and liabilities (including any taxes, fees or costs) which
arise out of such infringement or a claim of such an infringement.
9.2 DEVELOPED IP
All Developed IP will be solely and exclusively owned by the Service Provider.
9.3 THE SERVICE PROVIDER IP
(a) The Service Provider grants to the Client a non-exclusive, royalty free, non-transferable
and revocable licence to use Service Provider IP and any Developed IP to the extent
required for the Client to use, enjoy the benefit of or exploit the Services and/or the
(b) Unless otherwise agreed in writing by the Service Provider or in this clause 9.3, the Client will not acquire Intellectual Property Rights in any Service Provider IP under this
Agreement or as part of receiving the Services.
For the purposes of this clause 9:
(a) “Client Content” means any Material supplied by the Client to the Service Provider under
or in connection with this Agreement, including any Intellectual Property Rights attaching
to that Material.
(b) “Developed IP” means the Deliverables and any other Material produced by the Service
Provider in the course of providing the Services, either alone or in conjunction with the
Client or others, and any Intellectual Property Rights attaching to that Material or the
(c) “Intellectual Property Rights” means any and all present and future intellectual and
industrial property rights throughout the world, including copyright, trade marks, designs,
patents or other proprietary rights, confidential information and the right to have
information kept confidential, or any rights to registration of such rights whether created
before or after the start date set out in a Client Form, whether registered or unregistered.
(d) “Service Provider IP” means all Material owned or licensed by the Service Provider that
is not Developed IP and any Intellectual Property Rights attaching to that Material.
(e) “Material” means tangible and intangible information, documents, reports, drawings,
designs, software (including source and object code), inventions, concepts, data and
other materials in any media whatsoever.
9. INTELLECTUAL PROPERTY
(a) To the maximum extent permitted by applicable law, all express or implied
representations and warranties (whether relating to fitness for purpose or performance, or
otherwise) not expressly stated in this Agreement or a Client Form are excluded.
(b) Where any law (including the Competition and Consumer Act 2010 (Cth)) implies a
condition, warranty or guarantee which may not lawfully be excluded, then, to the
maximum extent permitted by applicable law, the Service Provider’s liability for breach of
that non-excludable condition, warranty or guarantee will, at the Service Provider’s
option, be limited to:
(i) in the case of goods, their replacement or the supply of equivalent goods or
their repair; and
(ii) in the case of services, the supply of the services again, or the payment of the
cost of having them supplied again.
The Service Provider’s liability for all claims in aggregate (whether those claims be for breach of contract, negligence or otherwise, and whether those claims are for economic loss, or for personal injury or other damage) arising under or in connection with this Agreement:
(a) is totally excluded, to the extent it concerns liability for indirect, special and consequential
damages, and damages (whether direct or indirect) reflecting loss of revenue, loss of
profits and loss of goodwill; and
(b) is limited, insofar as concerns other liability, to the total money paid to the Service
Provider under this Agreement as at the date the event giving rise to the relevant liability
occurred (or, where there are multiple events, the date of the first such event).
11. LIMITATION OF LIABILITY
The Client indemnifies the Service Provider from and against all losses, claims, expenses,
damages and liabilities (including any taxes, fees or costs) which arise out of:
(a) any breach of this Agreement by the Client; or
(b) any negligent, fraudulent or criminal act or omission of the Client or its personnel.
The Service Provider may subcontract any aspect of providing the Services and the Client hereby consents to such subcontracting.
14.1 TERMINATION BY THE SERVICE PROVIDER
The Service Provider may terminate this Agreement in whole or in part immediately by written
notice to the Client if:
(a) the Client is in breach of any term of this Agreement; or
(b) the Client becomes subject to any form of insolvency or bankruptcy administration.
14.2 TERMINATION BY THE CLIENT
The Client may terminate this Agreement in whole or in part by written notice to the Service
(a) if the Service Provider has committed a material breach of this Agreement and has failed
to remedy the breach within 30 days after receiving written notice from the Client; or
(b) if the Service Provider consents to such termination, subject to the Client’s fulfillment of
any pre-conditions to such consent (for example, payment of a pro-rata portion of the
14.3 EFFECT OF TERMINATION
Upon termination of this Agreement, the Client must promptly pay (at the Service Provider’s
(a) any payments required by the Service Provider to third party suppliers or service
providers to discontinue their work;
(b) the Service Provider’s standard fees in relation to work already performed; and/or
(c) an equitable amount by way of profit margin on the preceding items.
Any provision of this Agreement which, by its nature, would reasonably be expected to be
performed after the termination, shall survive and be enforceable after such termination, including
without limitation clauses 3, 6, 7, 8, 9, 10, 11, 12 and 14.3.
(a) The parties must, without delay and in good faith, attempt to resolve any dispute which
arises out of or in connection with this Agreement prior to commencing any proceedings.
(b) If a party requires resolution of a dispute it must immediately submit full details of the
dispute to the chief executive officer of the other party or, if the party is an individual, that
(c) The parties acknowledge that compliance with this clause 15 is a condition precedent to
any entitlement to claim relief or remedy, whether by way of proceedings in a court of law
or otherwise in respect of such disputes, except:
(i) in the case of applications for urgent interlocutory relief; or
(ii) a breach by another party of this clause 15.
15. Dispute Resolution
16.1 FORM OF NOTICE
A notice or other communication to a party under this Agreement must be:
(a) in writing and in English; and
(b) addressed to that party to:
(i) the postal address of that party; or
(ii) the email address of that party that has been regularly used by the parties to
correspond during the term of this Agreement (unless such email address is known to be inactive by the party giving notice).
16.2 HOW NOTICE MUST BE GIVEN
Method When Notice is regarded as given and received
By hand On delivery
By pre paid post in the On the third business day after the date of posting
By pre paid post in On the fifth business day after the date of posting by airmail
By email to the
address Unless the party sending the email knows or reasonably ought to suspect that the email and the attached communication were not delivered to the addressee's domain specified in the email address, 24 hours after the email was sent.
17.1 GOVERNING LAW
This Agreement is governed by the law applying in New South Wales, Australia.
Each party irrevocably submits to the exclusive jurisdiction of the courts of New South Wales,
Australia and courts of appeal from them in respect of any proceedings arising out of or in
connection with this Agreement. Each party irrevocably waives any objection to the venue of any
legal process on the basis that the process has been brought in an inconvenient forum.
A party cannot assign, novate or otherwise transfer any of its rights or obligations under this
Agreement without the prior consent of each other party (such consent not to be unreasonably
(a) Nothing contained in this Agreement creates an agency, partnership, joint venture or
employment relationship between the Service Provider and the Client or any of their
respective employees, agents or contractors.
(b) Neither party nor any person acting on its behalf may hold itself out as being entitled to
contract or accept payment in the name of or on account of the other party.
This Agreement may only be amended by a document signed by each party.
No party to this Agreement may rely on the words or conduct of any other party as a waiver of any
right unless the waiver is in writing and signed by the party granting the waiver.
17.7 FURTHER ACTS AND DOCUMENTS
Each party must promptly do all further acts and execute and deliver all further documents required
by law or reasonably requested by another party to give effect to this Agreement.
17.8 ENTIRE AGREEMENT
This Agreement embodies the entire agreement between the parties and supersedes any prior
negotiation, conduct, arrangement, understanding or agreement, express or implied, in relation to
the subject matter of this Agreement.