PARTIES
QUADRANT PROPERTY GROUP PTY LTD (ACN 104 915 200) T/AS GR8 PROPERTY of Unit
4, 7 Gympie Way, Willetton in the State of Western Australia 6155 (“the Supplier”)
and
The party named in Item 1 of the Schedule (“the Owner”)
RECITALS
A. The Owner wishes to receive the Services.
B. The Supplier has the skills, background and experience to provide the Services.
C. The Supplier is willing to provide the Services and the Owner is willing to appoint the Supplier to provide the services on the terms and conditions set out in this agreement.
OPERATIVE PART
1. CONSTRUCTION
1.1 Definitions
In this agreement, unless the context otherwise requires:
(a) Confidential Information includes any information marked as confidential and any information received or developed by the Supplier during the term of this agreement, which is not publicly available.
(b) Fees means the fees payable by the Owner in respect of the Services as set out in the Specification.
(c) Property means the Property at Item 2 of the Schedule.
(d) SDA Providers Law means:
(i) the National Disability Insurance Scheme Act 2013 (Cth);
(ii) the National Disability Insurance Scheme (Specialist Disability Accommodation Conditions) Rules 2020 (Cth); and
(iii) any legislation adopted at a state-level, in the State of Western Australia, which incorporates the provisions of the National Disability Insurance Scheme Act 2013 (Cth) or the National Disability Insurance Scheme (Specialist Disability Accommodation Conditions) Rules 2020 (Cth);
(iv) any regulation, policy, or terms of practice other such guidelines) promulgated by a body or agency empowered under the National Disability Insurance Scheme Act 2013 (Cth) or the National Disability Insurance Scheme (Specialist Disability AccommodationConditions) Rules 2020 (Cth) in relation to the Property’s status as Specialist Disability Accommodation or use as such.
(e) Services means the services to be provided by the Supplier under this agreement described more particularly in the Specification.
(f) Specification means the details of the Services as set out in the specification in the Schedule.
1.2 Interpretation
In this agreement, unless the contrary intention appears:
(a) a group of persons or things is a reference to any two or more of them jointly and to each of them individually;
(b) an agreement, representation or warranty in favour of two or more persons is for the benefit of them jointly and each of them individually;
(c) anything (including an amount) is a reference to the whole and each part of it;
(d) a document (including this agreement) includes any variation or replacement of it;
(e) law means common law, principles of equity, and laws made by parliament (and laws made by parliament include State, Territory and Commonwealth laws and regulations and other instruments under them, and consolidations, amendments, re-enactments or replacements of any of them);
(f) Australian dollars, dollars, A$ or $ is a reference to the lawful currency of Australia;
(g) the word “person” includes an individual, a firm, a body corporation, an unincorporated association and an authority;
(h) a particular person includes a reference to the person’s executors, administrators, successors, substitutes (including persons taking by novation) and assigns;
(i) the words “including”, “for example” or “such as” when introducing an example, do not limit the meaning of the words to which the example relates to that example or examples of a similar kind;
(j) the singular includes the plural and vice versa;
(k) headings (including those in brackets at the beginning of paragraphs) are for convenience only and do not affect the interpretation of this agreement;
(l) the recitals to this agreement are incorporated within and form part of this agreement.
2. SERVICES
(a) The Supplier will provide the Services to the Owner in respect of the Property in consideration for the Owner paying the Fee to the Supplier, subject to the provisions of this agreement.
(b) The Supplier and the Owner will agree the time and place for the performance of the Services.
(c) The Supplier will use reasonable endeavours to complete the Services by the date specified in the Specification.
3. FEES
3.1 Payment of Fees
(a) In consideration of the provision of the Services in accordance with this agreement, the Owner will pay the Supplier the Fees.
(b) The Owner acknowledges that the Fees are exclusive of any GST that may be charged by the Supplier to the Owner, and therefore, the Supplier will be entitled to add on GST.
3.2 Invoicing
(a) The Supplier will provide the Owner with a tax invoice in accordance with the GST Law in relation to the Fees or part thereof.
(b) Payment will be made by the Owner to the Supplier within [30] days after receiving the Supplier’s invoice.
3.3 Costs and Disbursements
The Supplier is permitted to charge for all costs and expenses incurred in performing the Services.
3.4 Failure to Pay
If the Owner does not make a payment by the date stated in an invoice or as otherwise provided for in this agreement, the Supplier is entitled to do any or all of the following:
(a) Charge interest on the outstanding amount at the rate of [6]% per annum calculated daily;
(b) Require the Owner to pay, in advance, for any Services or any part of the Services which have not yet been performed; and
(c) Not perform any further Services or part of the Services.
4. OWNER’S OBLIGATIONS
During the preparation of the Specification and performance of the Services the Owner will:
(a) Cooperate with the Supplier as the Supplier reasonably requires; and
(b) Provide the information and documentation that the Supplier reasonably requires.
5. USE OF SUBCONTRACTORS
(a) The Supplier is permitted to use other persons to provide some or all of the Services.
(b) The Supplier is responsible for the work of any of the Supplier’s subcontractors.
6. CONFIDENTIALITY
(a) Each of the Supplier and the Owner must keep the Confidential Information of the other party confidential and not deal with it in any way that might prejudice its confidentiality.
(b) The Supplier and the Owner acknowledge that information resulting from the activities of the Supplier pursuant to this agreement will also be regarded as Confidential Information.
(c) The parties acknowledge and agree that damages may be an insufficient remedy for breach of this clause 6 and that the other party may obtain injunctive relief for any breach or anticipated breach of this clause 6.
(d) Notwithstanding the provisions of this clause 6, the parties may disclose Confidential Information:
(i) As required by law;
(ii) For the purpose of obtaining legal or financial advice;
(iii) For the purposes of fulfilling its obligations under this agreement; or
(iv) With the written consent of the other party.
(e) The provisions of this clause 6 survive termination or expiry of this agreement.
7. WARRANTIES
7.1 Supplier’s Warranties
The Supplier warrants that:
(a) It will use reasonable care and skill in performing the Services;
(b) It has all necessary authorisations required to undertake the Services and its obligations under this agreement;
(c) It will carry out its obligations under this agreement in accordance with the law including, specifically, the SDA Providers Law
7.2 Limitation on Warranties
The Supplier provides no warranty that any result or objective can or will be achieved or attained at all or by the Completion Date or any other date, whether stated in this agreement, the Specification or elsewhere.
8. TERMINATION
(a) Either party may terminate this agreement by notice in writing to the other party if the party notified:
(i) Fails to observe any terms of this agreement; and
(ii) Fails to rectify the breach, to the satisfaction of the notifying party, following the expiration of 7 (seven) days’ notice of the breach being given in writing by the notifying party to the other party.
(b) Either party may terminate this agreement upon the happening of any of the following events:
(i) The giving of at least one month’s written notice to the other party of the notifying party’s intention to terminate this agreement;
(ii) If an Insolvency Event happens in relation to the other party.
(c) Upon termination of this agreement, any fees or expenses payable by the Owner to the Supplier in respect of any period prior to the date of termination must be paid by the Owner within 7 (seven) days of the date of termination.
9. AGENCY, PARTNERSHIP ETC.
This agreement will not constitute or imply any partnership, joint venture, agency, fiduciary relationship or other relationship between the parties other than the contractual relationship expressly provided for in this agreement.
10. SEVERANCE
If any clause in this agreement becomes invalid, illegal or unenforceable in any respect under any law,then the validity, legality and enforceability of the remaining clauses of this agreement shall not in any way be affected or impaired.
11. GOVERNING LAW
This agreement is governed by and shall be construed in accordance with the laws of the State of Western Australia.
12. FURTHER ASSURANCES
The parties to this agreement shall do all acts and things and execute all documents which are necessary or reasonably required to give full effect to the provisions contained in this agreement.
13. ENTIRE AGREEMENT
The terms of this agreement represent the entire agreement between the parties and no other terms or conditions shall be implied into this agreement by way of collateral or other agreement.
14. WAIVER AND VARIATION
A provision of or a right created under this agreement shall not be waived or varied except in writing signed by the party or parties to be bound.
15. COSTS AND EXPENSES
Each party shall bear its own costs, charges and expenses incurred in connection with the negotiation, preparation, execution, stamping and registration of this agreement.
16. COUNTERPART
This agreement may be executed in any number of counterparts and all those counterparts taken together will constitute one instrument.
17. INDEPENDENT LEGAL ADVICE
The parties to this agreement acknowledge that they have had ample opportunity prior to the execution of this agreement to obtain independent legal advice as to the extent and implications of this agreement and the parties execute this agreement accordingly.