Terms of Services

When engaging Adessa Electrical you are agreeing to the following Terms and Conditions. If you have any questions in relation to the following Terms and Conditions please contact us via info@adessaelectrical.com.au

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Operative Provisions

These are the terms of service (Terms of Services) on which Adessa Design Pty Ltd t/a Adessa Electrical (ABN 98 640 636 99& (Adessa) will provide services to you (you or Client).

Please read these Terms of Services carefully. By agreeing and accepting a quote provided by Adessa you hereby agree to be bound by the terms and conditions detailed in these Terms of Service. By accepting a quote and by engaging the Services of Adessa, you warrant and represent to Adessa that you have read and understood these Terms of Service and accept them.

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1. Definitions and Interpretation

1.1 Definitions 

In these Terms of Services, unless the context  requires otherwise: 

Australian Consumer Law means Schedule 2  of the Competition and Consumer Act 2010 (Cth). 

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

Commencement Date means the date specified  in the Quote. 

Confidential Information means all information  and data in any form or medium relating to a Party  or its Related Bodies Corporate, whether  provided, or accessible to the other Party, before  or after the date of this Terms of Services. 

Corporations Act means the Corporations Act  2001 (Cth). 

Fee means the fees payable to Adessa for the  Services as set out in the Quote, or such other  amount that may be determined and agreed in  writing between the Client and Adessa from time  to time. 

Goods means goods provided by Adessa as  defined in clause 10. 

GST Law means the definition given to that term  in the A New Tax System (Goods & Services Tax)  Act 1999 (Cth). 

Interest Rate means the penalty interest rate  fixed under the Penalty Interest Rates Act 1983 (Vic) plus 2%. 

Intellectual Property means patents, rights to  inventions, copyright and related rights, trade  marks, business names and domain names,  rights in get-up, goodwill and the right to sue for  passing off, rights in designs and unregistered  designs, rights to use, and protect the  confidentiality of, confidential information  (including know-how, trade secrets, and  datasets), technology and all other intellectual  property rights, in each case whether registered  or unregistered and including all applications and  rights to apply for and be granted, renewals or   extensions of, and rights to claim priority from,  such rights and all similar or equivalent rights or  forms of protection which subsist now or in the  future, anywhere in the world. 

Payment Terms means the payment terms set  out in the Quote. 

Personnel means an employee, director, officer,  agent, representative, contractor or sub contractor of a Party. 

Related Body Corporate has the same meaning  as it has in the Corporations Act. 

Quote means a quote for Services provided by  Adessa to the Client. 

Services means our services as defined in  clause 4. 

Termination Date means the date of termination  of this Terms of Services in accordance with its  terms or as a result of the Terms of Services being terminated on such other terms as are  mutually agreed between the Parties. 

1.  a reference to a clause, paragraph,  Quote or annexure is a reference to a  clause, paragraph, Quote or annexure,  as the case may be, of this Terms of  Services; 

2.  if any act which must be done under  this Terms of Services is to be done on  a day that is not a Business Day, then  the act must be done on or by the next  Business Day; 

3. a reference to any legislation includes  subordinate legislation and all  amendments, consolidations or  replacements from time to time; 

4. a reference to a natural person  includes a body corporate, partnership,  joint venture, association, government  or statutory body or authority or other  legal entity; 

5. the words "includes" and "including" or  words of similar effect are not words of  limitation; 

6. no clause of this Terms of Services shall be interpreted to the  disadvantage of a Party merely  because that Party drafted the clause  or would otherwise benefit from it; 

7. a reference to a Party includes the  Party’s successors, assigns, and  persons substituted by novation; 

8. a reference to a covenant, obligation or  Terms of Services of two or more  persons binds or benefits them jointly  and severally; 

9. a reference to time and date is to local  time and dates in Victoria, Australia;  and

10. unless specified otherwise, a reference  to “$” or “dollars” refers to Australian dollars. 

 

2. Engagement 

2.1 The Client wishes to engage Adessa to provide  the Services specified in this Terms of Services. 

2.2 In consideration for the Client paying Adessa the  Fee, Adessa agrees to provide the Services in  accordance with the terms set out in this Terms  of Services. 

2.3 The Parties agree that Adessa may engage in  other work during the term of this Terms of  Services without any restrictions. 

 

3. Term 

3.1 This Terms of Services takes effect on and from  the Commencement Date and shall terminate on  the Expiry Date as set out in the Quote (Initial Term) 

3.2 If the Client wishes to engage Adessa for further  Services following the Initial Term, the Client  must place another Order in accordance with this  Terms of Services. 

 

4. The Services  

4.2 Adessa provides electrical services and related  advice for your home and/or business, including  without limitation in relation to new home builds,  renovations, lighting, home automation, data and  networking, climate control, appliance  installation, audio and visual, smoke alarms,  home security, switchboards, house rewiring and  power points (Services). 

4.3 The specific Services to be performed under this  Terms of Services are as set out in the Quote (Works). 

4.4 Subject to the terms of this Terms of Services,  Adessa will perform the Services and Works with  due care and diligence in a professional and  ethical manner.  

4.5 The Client acknowledges and agrees that in the  provision of Services, Adessa: 

1. will exercise reasonable discretion  within Adessa’s expertise regarding how best to perform the Services;  

2. will have the right to make decisions  regarding the performance of Services without the prior approval of the Client;  

3. may, but is under no obligation to,  provide reports regarding the provision of Services if requested in writing by the Client;  

4. may put up signage as required by  Adessa on the Site; 

5. is only required to perform the Services  within a reasonable time frame; and 

6. is not required to meet key  performance indicators, despite any prior written or oral agreements, representations or understandings between the Parties relating to such subject matter. 

4.6 Adessa reserves the right to subcontract the  provision of the Services to the Client. 

 

5. The Client’s Obligations 

5.1 In obtaining the Services, the Client must comply  with all relevant legal and tax obligations, rules,  laws ordinances and regulations, whether  federal, state or local, including any requirements  of a government authority, regulator, court of law,  tribunal or similar authority in Australia and any  other country relevant to the Client and must not  instruct Adessa to do anything which may be  contrary to law. 

5.2 The Client agrees to pay the Fee in full to Adessa on the due date detailed in the Payment Terms  without any set off, counterclaims or deductions. 

 

6. Quotes 

6.1 The Client may obtain a quote for Adessa’s  Services by: 

1. emailing Adessa at info@adessaelectrical.com.au;  

2. calling 0428 566 322; 

3. contacting us at on Facebook at https://www.facebook.com/adessaelectrical; 

4. contacting us on Instagram at instagram.com/adessaelectrical; or 

5. filling out the contact form on our website located at https://www.adessaelectrical.com.au/#contact-us . 

6.2 Adessa will provide a written Quote to the Client  based on the requested Goods and Services  (Quote). 

6.3 The Client must accept (Acceptance) or reject  the Quote within 30 days from the date of issue,  after which the quote will expire (Quote Period). 

6.4 An accepted Quote is defined as an Order. 

6.5 Adessa may amend the Quote at any time during  the Quote Period before Acceptance, including  without limitation because of requested variations  by the Client or unforeseen circumstances, and  issue a new Quote to the Client. Any new Quote  provided attracts a new 30-day validity period  from the date of issue. 

6.6 The Client acknowledges and agrees that by  accepting the Quote and these Terms of  Services, the Client is entering into a binding  agreement with Adessa.

6.7 If the Client accepts the Quote, Adessa will  provide a written invoice (Invoice) to the Client  stating the agreed Works and purchase price for  the Works (Fee). 

6.8 The Client must pay a non-refundable deposit  upon issue of the Invoice by Adessa (Deposit).  The Client acknowledges and agrees that  Adessa will not commence Works prior to  payment of the Deposit. 

6.9 Adessa will endeavour to complete the Works  within the Works Period as set out in the Quote.  The Client acknowledges and agrees that the  Works Period depends on the nature and scale of  the works to be provided (Job). 

6.10 Adessa will inform the Client if any unexpected  delays to the Job are likely to occur. 

6.11 If, during the Works Period: 

1. the Client requests a variation to the  Works; or 

2. a variation to the Works is required due  to unforeseen circumstances affecting Adessa’s ability to complete the Works during the Works Period, 

the party requesting the variation must contact  the other party in writing regarding such variation.  Adessa may cease progress of any current  Works with the Client until the variation and time  frame of the Works is agreed between the parties  in writing. 

 

7. Prices 

7.1 Unless specified otherwise, prices displayed in Adessa’s Quotes and Invoices are shown in  Australian dollars (AUD). 

7.2 Goods and Services Tax (GST) is payable by the  Client as set out on the Quote and/or Invoice. 

7.3 The Client acknowledges and agrees that it is responsible for any taxes, duties or other  liabilities imposed by any government agency,  including, without limitation, any goods and  services taxes or any value added tax imposed  on any Services acquired from Adessa. Where  applicable, the Client must pay any such taxes,  duties or other liabilities, without deduction or set  off of any other amounts, at the same time and  on the same basis as payment of the Purchase  Price. 

 

8. Payment 

8.1 In consideration of the provision of the Services,  the Client will pay the Fee to Adessa. 

8.2 The Fee is made up of the Deposit and the  balance of the purchase price (Balance).  

8.3 The Deposit is payable upon Acceptance of the  Quote as set out in clause 6 above.  

8.4 The Balance is payable in stages depending on  the nature and scale of the Job in accordance  with this clause 8. 

8.5 A Job may be classified as: 

1. Small Job: for example, home  improvements and renovations direct to you; 

2. Medium Job: for example, new homes  for builders; or 

3. Large Job: for example, large-scale  commercial projects for builders 

(Job Type). 

8.6 The Client acknowledges and agrees that the Job  Type is determined in Adessa’s sole discretion  and may differ from the examples set out in this  clause 8. The specific Job Type will be set out in  the Quote.  

8.7 Payment for Small Jobs: 

1. 50% Deposit payable upon  Acceptance; and 

2. 50% Balance payable upon full  completion of the Works. 

8.8 Payment for Medium Jobs: 

1. 30% Deposit payable upon  Acceptance; 

2. 30% payable upon completion of the  electrical rough-in stage; 

3. 30% payable upon completion of the  electrical fit-off stage; and 

4. 10% payable upon full completion of  the Works. 

8.9 Payment for Large Jobs: 

1. 10% Deposit payable upon  Acceptance; 

2. 40% payable upon commencement of  the Job (to cover materials); 

3. 20% payable upon completion of the  electrical rough-in stage; 

4. 20% payable upon completion of the  electrical fit-off stage; and 

5. 10% payable upon full completion of  the Works. 

8.10 The Client will pay the Fee in accordance with the  payment terms as set out in the Quote (Payment  Terms). 

8.11 The Fee owed to Adessa by the Client are  calculated by Adessa and will be considered final  and correct. Adessa will maintain in accordance  with usual practice, accounts evidencing  amounts owed to it by the Client. Entries in  Adessa’s accounts are evidence of the existence  and amount of the Client’s obligations to pay  Adessa the Fee. 

8.12 If the Client does not pay any amounts due to  Adessa in accordance with the Payment Terms,  Adessa may in its sole discretion: 

1. charge Interest on the unpaid sums,  calculated daily from the due date to the date on which the payment is made in full; and

2. suspend the Services or immediately  terminate this Terms of Services without notice.  

8.13 If the Client fails to make payment in accordance  with the Payment Terms, Adessa is entitled to: 

1. require the payment of cash upon  delivery and commencement of any further Works; 

2. charge default interest at 7% per  annum compounding daily on any overdue amounts, including late payment charges and amounts beyond the Fee and beginning from the due date of payment;  

3. claim from the Client all costs relating  to any action taken by Adessa to recover moneys or goods due from the Client including, but not limited to, any legal costs and disbursements; 

4. cease any further Works for the Client 

5. terminate this Terms of Services or any  other agreement between Adessa and the Client in relation to services and/or products that have not been provided or delivered. 

 

9. Third Party Platforms 

9.1 The Client acknowledges and agrees that  Adessa may use third party platforms including  without limitation Stripe, Tradify, Xero, ESV  Connect, Facebook, Instagram and Wix in  connection with providing the Services to the  Client (Third Party Platforms). 

9.2 The Client acknowledges and agrees that the  Third Party Platforms are governed by their own  terms and conditions and may use personal  information of the Client as set out in their  respective privacy policies. 

9.3 By executing this Terms of Services, the Client acknowledges that it has read and agrees to  Stripe’s terms and conditions located at https://stripe.com/au (Stripe Terms), and Tradify’s terms and conditions located at https://www.tradifyhq.com/au/terms and https://www.tradifyhq.com/au/privacy. 

9.4 The Client acknowledges that in accordance with  the Stripe Terms, a fee of 1.95% plus 30 cents  will apply when paying an Invoice through Stripe.  

 

10. Supply of goods and delivery 

10.1 Adessa may supply goods to the Client as part of  the Services, including without limitation supply of  goods in relation to an installation or renovation  (Goods). 

10.2 Goods may be brought to the Site by Adessa’s  personnel or delivered directly to the Site. 

10.3 If Goods are delivered directly to the Site: 

1. delivery is taken to occur at the time  that Adessa or Adessa’s nominated carrier delivers the Goods to the Client’s nominated address, even if the Client is not present at the address; 

2. the Client agrees to take delivery by  receipt or collection of the Goods whenever they are tendered for delivery; 

3. in the event that the Client is unable to  take delivery of the Goods as arranged, then Adessa is entitled to charge a reasonable fee for redelivery and/or storage; and 

4. the Client acknowledges and agrees  that any delivery date or time specified by Adessa is an estimate only and the Client agrees that it will still accept delivery of the Goods even if they are delivered on a different date or time. 

10.4 The Client acknowledges and agrees that  Adessa is not liable for any loss or damage  suffered as a result of any delay in delivery.  

10.5 Risk and title of the Goods passes from Adessa  to the Client upon payment of the Goods in full by  the Client. If the Goods remain unpaid (whether  partially or fully) for at least 60 days from date of  the Invoice, Adessa may enter the Site to recover  Goods to the value of amounts unpaid. Seized  Goods will be put up for auction at the earliest  convenience and proceeds will be firstly directed  to any outstanding invoices of the Client, and  then to costs of seizing the Goods. Any funds in  excess from the sale of the seized Goods shall  be returned to the Client.  

10.6 Adessa is not liable for any failure or delay in supply or delivery of the Goods or Works where such failure or delay is wholly or partly due to any cause or circumstances outside the reasonable control of Adessa including, but not limited to any act of God, fire, flood, industrial disputes or unrest, government restrictions, transport delays, product shortages and delays, theft, vandalism, or accidents of any kind. 

 

11. Cancellation 

11.1 If a Client cancels or alters any Order or part  Order at any time after Adessa has received the  Order then Adessa reserves the right to charge to  the Client the cost of any product/s or materials  already acquired for the Job together with cost of  labour and tooling expended to the date of such  cancellation or alteration. This is a genuine  estimate of costs and expenses incurred by  Adessa to date. 

 

12. Client Acknowledgements and Warranties 

12.1 The Client acknowledges and agrees that it is  their sole responsibility to check and confirm the Works outline on the Quote prior to acceptance  of the Quote. Adessa is not liable for incorrect  Orders as a result of failure to properly check the  Quote prior to Acceptance and the Client is liable  for any loss in relation to such failure, including  without limitation reimbursement or payment to  Adessa for Works partially or wholly completed  by Adessa based on an incorrect Quote.

12.2 The Client warrants and represents to Adessa  that the Works can be completed on the Site  without interruption, in a continuous workflow and  on the mutually agreed date as set out in the  Quote. Adessa reserves the right to charge the  Client any extra costs incurred by Adessa by  virtue of inavailability of the Site or any  interruption to the Works which is not caused by  Adessa including without limitation any call-out  fees, return-to-site charges and travel costs.  

12.3 The Client must ensure that any plumbing,  electrical installations and any other installations  which are not the subject of the Quote or Invoice do not affect the Site and associated areas.  Adessa is not responsible for any prior issues in  the Site which do not form part of the Works. 

12.4 The Client must ensure that Adessa has clear  and free access to the Site at all times to enable  Adessa to carry out the Works.  

12.5 The Client acknowledges and agrees that  Adessa is not liable or responsible for: 

1. the visual presentation or noise levels of installed products, unless such forms part of the agreed Works; or 

2. any loss or damage suffered by the Client as a result of reliance on Adessa’s advice. 

12.6 The Client warrants and agrees that all items  obstructing access to the Site, including but not  limited to furniture, building supplies, other trade  equipment, and temporary fencing, will be  cleared and/or moved prior to the  commencement of the Works. Such clearing  and/or moving are not included in the scope of  the services provided by the Adessa. 

12.7 The Client acknowledges and agrees that, unless specifically set out in the Quote or Invoice: 

1. removal from the site and disposal of  rubble, fittings, wiring, materials, general waste, removed appliances, and packaging is not included in the scope of Adessa’s services. For larger Jobs, the Client agrees to provide a site bin at their cost and at Adessa’s request; 

2. re-decoration and final making good  are excluded from the Works, including without limitation patching holes in plaster that may have occurred during Adessa’s performance of the Services; and 

3. electricity and communications  connection works and associated fees are excluded from the Works. 

12.8 The Client warrants that all existing electrical  components, including but not limited to  switchboards and wiring, comply with current  Australian Electrical Standards. If any existing  components are deemed non-compliant, Adessa  will not carry out any works until the non compliance is rectified. Adessa may provide an  additional quote for the necessary rectifications,  which must be completed before other electrical  works can proceed. 

12.9 The Client warrants that a safe working  environment will be provided to Adessa and their  personnel at all times during the performance of  the works on the Site. 

12.10 The Client acknowledges that all costs  associated with electricity and communications  usage, including temporary power and  communications, are not included in the quoted  costs and are payable by the Client. 

12.11 The Client acknowledges and agrees to bear any  loss (monetary or otherwise) for any  unauthorised use of or damage caused to  Adessa’s equipment, tools, vehicles, stock, or  other property by the Client. 

12.12 The Client warrants that vehicle parking will be  provided on Site for Adessa’s use and any lawful  parking fees incurred by Adessa in connection  with its provision of the Services to the Client will  be forwarded to the Client for reimbursement. 

12.13 The Client warrants and represents to Adessa,  and undertakes that: 

1. prior to entering into this Terms of  Services, the Client was given a reasonable opportunity to obtain any advice (legal or otherwise) about this Terms of Services and the obligations and restraints contained in it; 

2. the Client has had sufficient time to  consider the terms of this Terms of Services, its implications and the advice given to them in respect of it; 

3. the Client understands this Terms of  Services and agrees that its terms are fair and reasonable in the circumstances; 

4. the Client has entered into this Terms  of Services voluntarily of their own freewill without duress, coercion, undue influence or pressure from either Adessa or any other person; 

5. it is capable of, and will perform, its  obligations as set out in this Terms of Services; and 

6. it has full capacity and authority to  enter into this Terms of Services.

12.14 The Parties acknowledge and agree that to the  maximum extent permitted by law no  representations or warranties have been made  other than those expressly recorded in this Terms  of Services or required by law and that, in respect  of this Terms of Services or any part of it including  the transactions contemplated pursuant to this  Terms of Services, no party has relied or will rely  upon any representations or information, whether  oral or written, previously provided to or  discovered by it. 

12.15 The Client acknowledges that Adessa is relying  upon the warranties given in this clause 12 in  executing this Terms of Services. 

12.16 The Client releases Adessa from any loss,  damage, cost or expense that it may suffer as a  result of Adessa performing its obligations under  this Terms of Services or, from Adessa exercising  any of its rights under this Terms of Services. 

12.17 This clause survives the termination of these  Terms of Services. 

 

13. Adessa Warranties 

13.1 Adessa’s Goods and Services come with  guarantees that cannot be excluded under the  Australian Consumer Law. For major failures with  the Service, the Client is entitled:  

1. to cancel their service contract with Adessa;  and  

2. to a refund for the unused portion, or to  compensation for its reduced value.  

13.2 The Client is also entitled to choose a refund or  replacement for major failures with Goods. If a  failure with the Goods or Services does not  amount to a major failure, the Client is entitled to  have the failure rectified in a reasonable time. If  this is not done, the Client is entitled to a refund  for the Goods and to cancel the contract for the  service and obtain a refund of any unused  portion. The Client is also entitled to be  compensated for any other reasonably  foreseeable loss or damage from a failure in the  Goods or Services.  

13.3 Clauses 13.1 and 13.2 together form the Warranty. 

13.4 To the fullest extent permitted by law, this  Warranty does not cover:  

1. defects, damage or malfunctions of the  Goods resulting from abnormal use or operation of the Goods including without limitation use of the Good other than in its normal and customary manner, wilful damage and vandalism, accident, war, act of God and neglect;  

2. where the Good was not installed by  Adessa, defects, damage or malfunctions of the Good caused by faulty installation or modification during installation;  

3. defects, damage or malfunctions of the  Good due to modification or purported modification of the Good by the Client or a third party;  

4. defects, damage or malfunctions due  to any attempt to repair or alter the Good or the completed Works by the Client or with a third party;  

5. normal wear and tear of the Good;  

6. an act by the Client that causes the  Good to become of unacceptable quality;  

7. damage caused by mould, insects,  animals, vermin, foreign matter (including dust, dirt, moisture etc), or any other act or circumstance beyond Adessa’s control;  

8. exposure to excessive heat, moisture  or dampness;  

9. exposure to abnormally corrosive or  harsh roads or environmental conditions;  

10. use or installation of the Goods by the  Client or a third party in a manner that is inconsistent with any instructions pertaining to the Goods.  

11. continued use of any Goods or Works  after any defect becomes apparent or would have become apparent to a reasonably prudent operator or user; or 

12. any issue with the Goods or Services  where the Client allows someone other than a licensed professional to deal with the Goods. 

13.5 Subject always, to the Client’s rights at law which  are not limited by this clause, where the Client  seeks to claim a remedy under the Warranty, it  must allow Adessa the opportunity to: 

1. inspect the Works provided; 

2. rectify the Works if deemed appropriate  by Adessa; 

3. attend the Site at a time mutually  convenient to both parties (where consent to attend the Site is not unreasonably withheld by the Client); and 

4. document any issues on the Site  including by taking video and photographs, and/or having a subject matter expert attend the Site.  

13.6 Adessa may charge the Client an initial call-out  fee if Adessa is required to travel outside of our  premises to inspect Goods or Works pertaining to  a warranty claim. The call-out fee will be  reimbursed to you if the Good or Works are  deemed to be faulty by Adessa upon  assessment.

13.7 Adessa may require the Client to deliver the faulty  Good to Adessa for assessment (at your cost  initially, with this cost being reimbursed to you if  the Good is deemed to be faulty by Adessa upon  assessment). 

13.8 The Client acknowledges and agrees that if  Adessa replaces defective Goods, title to the defective Goods transfers wholly and  unconditionally to Adessa. 

13.9 If a Good has been delivered to Adessa for  assessment under a claim and the warranty is not  applicable to that Good upon assessment by  Adessa, the Client has 30 days to collect (or  otherwise obtain) the Good back from Adessa. If  the Good is not collected or obtained by the Client  within 30 days, Adessa may dispose of the Good  at the Client’s expense. 

13.10 Time is of the essence in relation to all stipulated  time requirements in this clause 13. 

 

14. Insurance, licences and registrations 

14.1 Adessa shall have in effect and at all times  maintain all the following insurance: 

1. insurance required to be effected by  law including worker's compensation insurance as prescribed by law for Adessa’s Personnel; and  

2. $10 million public liability insurance. 

14.2 Adessa maintains the following licenses and  registrations: 

1. Registered Electrical Contractor (REC  33454); 

2. ACRS Master Cabler (A051242); 

3. Registered Private Security Equipment  Installer and Security Adviser (Z61- 844-50S); and 

4. Elevated Work Platform Yellow Card  Operator Licences. 

 

15. Media Use and Marketing 

15.1 Adessa may use photographs and video footage (whether taken by Adessa or otherwise obtained) (Media) in relation to the Services for the  purposes of marketing and promotion of  Adessa’s business, including without limitation of  the Sites prior, during and after completion of the  Works. 

15.2 For the avoidance of doubt, the Media includes  any photos or videos sent to Adessa by the  Client, or other media of Adessa’s Work found  online. 

15.3 The Media may be used for Adessa’s website  located at www.adessaelectrical.com.au, social  media accounts, email marketing, online reviews,  print and other digital marketing materials (Marketing Purposes).  

15.4 In addition to use of the Media, Adessa may also  use information regarding the Job, such as the  Client’s name (including business name, or first  name and last initial) and/or Site suburb for  Marketing Purposes. 

15.5 By executing this Terms of Services, you consent  and agree to Adessa’s use of Media for Marketing  Purposes. 

15.6 If the Client wishes to withdraw consent to use of  the Media for the purposes as set out in this  clause 15, it must contact Adessa in writing prior  to commencement of the Works. 

 

16. Termination 

16.1 Termination for convenience 

1. Either party may terminate this Terms  of Services for any reason at any time by giving 30 Business Days written notice to the other Party. 

16.2 Termination on default 

1. If Adessa breaches this Terms of  Services and has not remedied such breach within 30 Business Days of receipt of written notice from the Client, then the Client may immediately terminate this Terms of Services by written notice to Adessa. 

2. Adessa may immediately terminate this  Terms of Services by written notice to the Client, if: 

   1. the Client fails to pay any amount due under this Terms of Services by the due date for payment; 

   2. Adessa suspects in its sole discretion, or if the Client actually, commits any breach or persistent breaches of any provision of this Terms of Services; 

   3. Adessa suspects in its sole discretion, or if the Client actually, becomes or is in jeopardy of becoming, subject to any form of insolvency (including suspension or cessation of business activities, liquidation, bankruptcy or insolvency, appointment of a receiver, trustee or administrator, application for court order for winding up, deemed insolvency or any such similar event); or 

   4. the Client ceases carrying on its business.

 

17. Effect of termination 

17.1 Upon termination of this Terms of Services for  any reason, the Client shall pay for all Services  performed by Adessa up to the Termination Date in full.  

17.2 Termination of this Terms of Services does not  affect the accrued rights and liabilities of the  Parties that are intended to remain in force after  its termination. 

 

18. Confidentiality 

18.1 Both Parties agree to keep the Confidential  Information of the other Party confidential and to  use such information only for the purposes of  performance of their respective obligations under  this Terms of Services. 

18.2 A Party must: 

1. not disclose any Confidential  Information of the other Party to anyone else except as permitted under this Terms of Services; 

2. limit the disclosure of the Confidential  Information within its own organisation only to those of its Personnel to whom such disclosure is strictly necessary for the purposes of this Terms of Services and who have been made aware of its confidential nature and have agreed to keep the information confidential in accordance with the terms of this clause; and  

3. not use the name of the other Party in  publicity releases, advertising or promotion of the Party unless the other Party has given its prior written consent (which shall not be unreasonably withheld). 

18.3 The obligations of confidentiality in clause this  clause 19 will not apply to information which: 

1. is generally available in the public  domain except where such availability is as a result of a breach of this Terms of Services; 

2. is required to be disclosed to an  accountant, legal advisor, investor or potential purchaser of the business or shares of Adessa; 

3. was known prior to the disclosure of the  information by the other Party; or 

4. is required to be disclosed by law or  court order, provided that they only reveal so much of the Confidential Information as it is required by law to disclose. 

18.4 If Adessa breaches this clause 19, the Client  agrees that its sole remedy will be termination of  this Terms of Services on 30 Business Days'  written notice. 

 

19. Limitation of liability and Indemnity 

19.1 To the maximum extent permitted by law, the  Client releases and discharges Adessa and its  Personnel from, and the Client acknowledges  and agrees that Adessa is not liable for, any  claim, action, demand, cost, expense, liability,  loss or damage arising out of or in any way  connected with this Terms of Services including  any consequential or indirect losses, loss of  profit, revenue or goodwill, loss of data,  howsoever arising and whether caused by  breach of statute, breach of contract, negligence  or other tort. 

19.2 To the maximum extent permitted by law, the  Client assumes full liability for, and indemnifies  and will keep indemnified, protected, saved and  harmless and releases Adessa and its Personnel  from and against any and all injuries, actions,  proceedings, claims, demands, liabilities, losses,  damages, costs, penalties and all expenses legal  or otherwise (including court costs and legal fees  reasonably incurred) and of whatsoever kind and  nature (including claims based upon strict liability  in tort) arising out of or in connection with, or  alleged to arise out of or in connection with: 

1.  the Client’s breach of this Terms of  Services;  

2. any instructions provided to Adessa which if carried out may result in Service Provider breaching any law; 

3. the use by Adessa of any material or  Client Data provided by the Client; 

4. any claim relating to any infringement  or breach of a third party's intellectual property rights (whether patent, trademark, copyright or otherwise), or in relation to any claim of breach of legislation or regulation; or 

5. any claim made against Adessa in  connection with this Terms of Services. 

19.3 To the maximum extent permitted by law, the  Parties agree that Adessa's total liability arising  out of or in connection with this Terms of  Services, howsoever arising, including under  contract, tort (including negligence), in equity,  under statute or otherwise, will not exceed the  total amounts paid by the Client to Adessa in the  three (3) months preceding the circumstance  giving rise to such liability under these Terms of  Services, which may be zero. 

19.4 Nothing in this Terms of Services purports to limit,  restrict or exclude any rights available to the  Client under the Australian consumer law that  cannot be limited, restricted or excluded. 

19.5 This clause survives the termination of this Terms  of Services.

 

20. Privacy 

20.1 Adessa may use and collect the Client’s Personal  Information (as defined in the Privacy Act 1988 (Cth)) in order to provide the Services to the  Client. 

20.2 The Client may contact Adessa at  info@adessaelectrical.com.au or 0428 566 322 if  the Client has any questions regarding use of the  Client’s Personal Information by Adessa or if the  Client seeks to update its Personal Information. 

20.3 Adessa may use Third Party Platforms to assist  in providing the Goods and Services to the Client.  By executing this Terms of Services, the Client  acknowledges that it has read and agrees to the  privacy policies of the Third Party Platforms as  set out in clause 9 above. 

 

21. Dispute Resolution 

21.1 Dispute resolution procedure 

1. The parties agree that, where  applicable, any dispute relating to the payment for Services provided by Adessa will be resolved in accordance with the process set out in the Building and Construction Industry Security of Payment Act 2002 (Vic) as summarised at https://www.vba.vic.gov.au/building/security-of-payment (SOP Act). 

2. Where the SOP Act does not apply or  the dispute is not in relation to payment of Services, a Party must not commence any court or other proceedings relating to the dispute unless it has first complied with the following procedure: 

   1. the Party claiming that a dispute has arisen must give written notice to the other Party specifying the nature of the dispute; 

   2. on receipt of that notice by that other Party, the Parties must endeavour in good faith to resolve the dispute using informal dispute resolution techniques such as mediation, expert evaluation, arbitration or similar methods agreed by them; 

   3. if the Parties do not agree within ten (10) Business Days of receipt of the notice (or such further period as the Parties agree in writing) as to: 

1. the dispute resolution method and procedures to be adopted; 

2. the timetable for all steps in those procedures; and 

3. the selection and compensation of the independent person required for such method, the Parties must mediate the dispute in accordance with the Mediation Rules of the Law Society of Victoria, Australia. 

21.2 Other proceedings 

Nothing in this Terms of Services will prejudice  the right of a Party to seek injunctive or  declaratory relief in respect of a dispute or any  matter arising under this Terms of Services. 

 

22. GST 

22.1 Words used in this clause 22 that have a defined  meaning in the GST Law have the same meaning  as in the GST Law unless the context indicates  otherwise. 

22.2 Unless expressly stated otherwise, the  consideration for any supply under or in  connection with this Terms of Services is  exclusive of GST. 

22.3 To the extent that any supply made under or in  connection with this Terms of Services is a  taxable supply (other than any supply made  under another Terms of Services that contains a  specific provision dealing with GST), the amount  payable by the recipient is the consideration  provided under this Terms of Services for that  supply (unless it expressly includes GST) plus an  amount (additional amount) equal to the amount  of that consideration (or its GST exclusive market  value) multiplied by the rate at which GST is  imposed in respect of the supply. 

22.4 The recipient must pay the additional amount at  the same time as the consideration to which it is  referable, and upon the issue of an invoice  relating to the supply. 

22.5 Whenever an adjustment event occurs in relation  to any taxable supply to which clause 22.3 applies: 

1. the supplier must determine the  amount of the GST component of the consideration payable; and 

2. if the GST component of that  consideration differs from the amount previously paid, the amount of the difference must be paid by, refunded to or credited to the recipient, as applicable. 

22.6 If either Party is entitled under this Terms of  Services to be reimbursed or indemnified by the  other Party for a cost or expense incurred in  connection with this Terms of Services, the  reimbursement or indemnity payment must not include any GST component of the cost or  expense to the extent that the cost or expense is  the consideration for a creditable acquisition  made by the Party being reimbursed or  indemnified, or by its representative member.

22.7 Adessa may request the Client to provide Adessa  with written evidence of its business registration  and Australian Business Number (ABN) where  applicable, which shall not be unreasonably  withheld from the Client. 

 

23. Nature of Relationship 

23.1 The Parties acknowledge and agree that Adessa provides the Services to the Client as an  independent contractor.  

23.2 Nothing in this Terms of Services creates an  employment, agency, joint venture or partnership  relationship between the Client and Adessa or  between the Client and the Representative and it  is the express intention of the Parties that any  such relationships are denied. 

23.3 Neither Party has the authority or power to bind  the other in any way and shall not incur any  liability on behalf of the other Party or in any way  pledge or purport to pledge the other Party’s 

credit. 

23.4 This clause survives the termination of this Terms  of Services. 

 

24. Notices 

24.1 In this Terms of Services, Notices include any  approvals, consents, instructions, orders,  directions, statements, requests and certificates  or other communications that may be given, or  are required to be given, under this Terms of  Services. 

24.2 Unless expressly stated otherwise in this Terms  of Services, all Notices: 

1. must be in writing; and 

2. take effect from the time they are  received unless a later time is specified. 

 

25. General 

25.1 Assignment: A Party must not assign, transfer,  novate or deal with the whole or any part of its  rights or obligations under this Terms of Services without the prior written consent of the other  Party. Any purported dealing in breach of this  clause is of no effect. A change in control (as  defined in the Corporations Act) constitutes a  deemed assignment. 

25.2 Costs: Each Party must pay its costs of entering  into and negotiation of this Terms of Services. 

25.3 Entire agreement: These Terms of Services are the entire agreement between the Parties and  supersedes all and any communications,  negotiations, arrangements and agreements,  whether oral or written, between the Parties in respect of the matters that are the subject of  these Terms of Services. 

25.4 Force majeure: If by reason of any fact,  circumstance, matter or thing beyond the  reasonable control of either Party including  without limitation acts of God, natural disasters,  epidemics, pandemics, acts of government or  regulatory authorities, war, terrorism, labour  strikes, civil unrest, and they are unable to  perform in whole or in part any obligation under  this Terms of Services then: 

1. that Party is relieved of that obligation  under this Terms of Services to the extent and for the period that it is unable to perform such obligation; and 

2. that Party will not be liable to the other  Party to this Terms of Services for failure to perform such obligation to the extent and for the period of non performance contemplated by this clause. 

25.5 Further assurance: Each Party must from time  to time and in a timely manner do all things  reasonably required of it by the other Party to give  effect to this Terms of Services. 

25.6 Powers, rights and remedies: Unless  otherwise stated in this Terms of Services, the  powers, rights and/or remedies of a Party under  this Terms of Services are cumulative and are in  addition to any other powers, rights and remedies  of that Party. Nothing in this Terms of Services merges, extinguishes, postpones, lessens or  otherwise prejudicially affects any power, right, or  remedy that a Party may have at any time against  the other Party to this Terms of Services or any  other person. 

25.7 Severance: If any provision of this Terms of  Services is prohibited by law or judged by a court  to be unlawful, void or unenforceable, the  provision shall, to the extent required, be severed  from this Terms of Services and rendered  ineffective as far as possible without modifying  the remaining provisions of this Terms of  Services, and shall not in any way affect any  other circumstances of or the validity or  enforcement of this Terms of Services. 

25.8 Time of essence: Time is of the essence with  regards to the Client’s obligations under this  Terms of Services. 

25.9 Waiver: A failure by either Party to take action to  enforce its rights does not constitute a waiver of  any right or remedy under this Terms of Services unless it is in writing signed by the Party granting  the waiver. 

25.10 Third parties: This Terms of Services does not,  and is not intended to, confer any rights or  remedies upon any person other than the Parties. 

25.11 Non-solicitation: The Client agrees that during  the Initial Term, the Further Term (if applicable)  and for a period of 12 months after the date of  termination of this Terms of Services, that it will not canvass, solicit or entice, employ, induce or  attempt to employ, induce, solicit or entice away  from Adessa, any Personnel or customer of  Adessa. 

25.12 Changes to Terms of Services: Adessa hereby  reserves the right to amend these Terms of  Services from time to time with notice to the  Client. Please check this page for any updates.  Any changes to the Terms of Services will  become effective upon posting unless otherwise  stated. By continuing to use the services after the  changes take effect, you agree to be bound by  the updated Terms of Services. 

25.13 Jurisdiction: The Parties irrevocably submit to  the exclusive jurisdiction of the courts of the state  of Victoria, Australia. 

25.14 Governing law: These Terms of Services will be  governed by and construed and interpreted in  accordance with the laws of Victoria, Australia.

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