1. Application and Commercial Classification
1.1 Commercial and Business-to-Business Application Only
a. These Commercial Terms and Conditions (the Terms) apply exclusively to commercial, industrial, and business-to-business (B2B) transactions entered into by Eco Tech Electrical Pty Ltd (the Contractor) and its commercial clients.
b. These Terms govern the provision of all commercial electrical maintenance, commercial solar and battery systems, Engineering, Procurement, and Construction (EPC) projects, business-to-business labour contracting, and electrical engineering services.
1.2 Exclusion of Consumer Transactions
a. These Terms do not apply to domestic, household, or residential consumer transactions. Residential home solar, residential battery installations, and residential domestic electrical work are subject to separate consumer terms and conditions and applicable consumer protection regimes.
b. By executing a Quote or instructing the Contractor to proceed with the Works, the Client warrants that it is acting in the course of a business, trade, profession, or government activity, and that the transaction is of a commercial nature.
1.3 Incorporation by Reference
a. These Terms are hosted on the Contractor’s website at www.ecotechelectrical.com.au and are incorporated by reference into all commercial quotes, proposals, tenders, estimates, and agreements issued by the Contractor.
b. The Client’s acceptance of a Quote, or the Client’s instruction to the Contractor to commence any Works or Services, constitutes unconditional acceptance of these Terms.
1.4 Priority of Documents
a. In the event of any inconsistency, ambiguity, or conflict between these Terms and any specific terms set out in a Quote, the specific terms of the Quote will prevail to the extent of the inconsistency, followed by these Terms, and then any other document incorporated by reference.
2. Definitions and Interpretation
2.1 Definitions
a. In these Terms, the following definitions apply:
Contractor means Eco Tech Electrical Pty Ltd, and includes its employees, authorised agents, and permitted subcontractors.
Client means the commercial entity, business, corporation, government department, or sole trader to whom the Quote is addressed, or who engages the Contractor to perform the Works or Services.
Works means all physical electrical installation, solar installation, battery integration, maintenance, and engineering, procurement, and construction (EPC) works to be executed by the Contractor as detailed in the Quote.
Services means the commercial electrical maintenance, electrical engineering, B2B labour contracting, subcontracting, and professional advisory services provided by the Contractor.
Quote means the commercial quote, proposal, tender, or estimate issued by the Contractor to the Client, which incorporates these Terms by reference.
Contract means the legally binding agreement between the Contractor and the Client, comprising the Quote, these Terms, and any variations agreed in writing.
Site means the commercial or industrial location, premises, or land specified in the Quote where the Works are to be performed or the Services delivered.
Materials means all electrical components, solar panels, inverters, batteries, cabling, switchboards, mounting structures, and other physical goods supplied by the Contractor for incorporation into the Works.
Intellectual Property means all proprietary rights, including patents, registered and unregistered designs, copyright, trade secrets, system schematics, engineering drawings, software, technical documentation, and know-how.
Force Majeure Event means any event beyond the reasonable control of a party, including acts of God, natural disasters, extreme weather events, fire, flood, war, strikes, lockouts, industrial action, supply chain disruptions, pandemics, or government restrictions.
Insolvency Event means bankruptcy, administration, receivership, liquidation, deed of company arrangement, or the inability of a party to pay its debts as and when they fall due.
Variation means any change, addition, deletion, or modification to the scope, design, materials, or timing of the Works or Services.
Practical Completion means as set out in clause 8.1 a
Defect Liability Period means the period of 12 months commencing on the date of Practical Completion.
Business Day means a day other than a Saturday, Sunday, or public holiday in the Northern Territory.
Delay Event means any event or circumstance that causes or contributes to a delay in the progress of the Works or Services, including but not limited to third-party delays, supply chain disruptions, network operator delays, and client-caused delays.
Extension of Time (EOT) means an extension to the date or timeframe for achieving Practical Completion granted in accordance with Section 7.
Network Operator means the utility provider responsible for the electrical distribution network at the Site, including but not limited to the Power and Water Corporation in the Northern Territory.
2.2 Interpretation
a. In these Terms, unless the context otherwise requires:
i. headings are for convenience only and do not affect interpretation;
ii. the singular includes the plural and vice versa;
iii. a reference to a party includes that party’s executors, administrators, successors, and permitted assigns;
iv. a reference to currency is to Australian Dollars (AUD);
v. “including” and similar expressions are not words of limitation; and
vi. a reference to a day is to a calendar day, and a “Business Day” is a day other than a Saturday, Sunday, or public holiday in the Northern Territory.
3. Scope of Works and Services
3.1 Description of Services
a. The Contractor provides a range of commercial electrical and energy solutions, including:
i. commercial electrical maintenance and testing;
ii. commercial solar and battery system design, supply, and installation;
iii. Engineering, Procurement, and Construction (EPC) projects for government and private entities;
iv. business-to-business (B2B) labour contracting and subcontracting services; and
v. professional electrical engineering services.
3.2 Scope of Works Documented in Quote
a. The specific scope of Works or Services to be performed under each Contract will be detailed in the Quote issued by the Contractor.
b. The Contractor is only obligated to perform the works and supply the materials explicitly listed in the Quote. Any items, services, or materials not specifically listed in the Quote are excluded from the scope and will be treated as a Variation if requested by the Client.
3.3 Standard of Care and Workmanship
a. The Contractor will perform the Works and Services in a professional, workmanlike manner, with due care, skill, and diligence, and in accordance with applicable Australian standards, industry codes of practice, and the requirements of relevant regulatory authorities. All electrical works will be performed by qualified, licensed electricians.
b. Solar and battery installations will be executed or supervised by personnel holding appropriate accreditations, including Solar Accreditation Australia accreditations.
3.4 Discrepancies and Inconsistencies
a. The Client must review all drawings, designs, specifications, and instructions provided by the Contractor or any third party.
b. If the Client detects any discrepancy, error, or inconsistency in these documents, the Client must notify the Contractor immediately in writing.
c. The Contractor is not liable for any loss, delay, or additional cost resulting from errors, omissions, or defects in designs, plans, or specifications provided by the Client or its agents.
3.5 Subcontracting
a. The Contractor reserves the right to subcontract any part of the Works or Services to qualified and licensed subcontractors.
b. The Contractor remains responsible for the performance of its subcontractors and will ensure that all subcontracted works comply with the standards set out in these Terms.
4. Pricing, Rates, and Variations
4.1 Pricing Models
a. Pricing for the Works and Services will be calculated either on a fixed-price quoted basis or on a do-and-charge hourly rate basis, as specified in the Quote. All prices are exclusive of GST unless otherwise stated.
4.2 Fixed-Price Quoted Works
a. Where the Quote specifies a fixed price, that price is valid for 30 days from the date of the Quote, after which the Contractor reserves the right to adjust the price to reflect changes in material costs, labour rates, or other external factors.
b. Fixed-price quotes are based on the specific assumptions, site conditions, and design parameters detailed in the Quote. Any deviation from these assumptions will entitle the Contractor to a Variation.
4.3 Do-and-Charge Hourly Rate Services
a. Where the Services are provided on a do-and-charge basis, the Client will be billed at the Contractor’s standard commercial hourly rates as set out in the Quote or the Contractor’s current rate schedule.
b. Do-and-charge services are subject to a minimum call-out fee of 4 hours, which includes the first hour of labour and travel. Standard hours are between 7:00 am and 4:00 pm on Business Days.
c. Work performed outside these hours, on weekends, or on public holidays in the Northern Territory will be billed at applicable overtime rates as specified in the rate schedule.
4.4 Variation Request and Approval Process
a. The Client may request a Variation to the scope of Works or Services at any time. The Contractor may also propose a Variation if required due to unforeseen site conditions, regulatory changes, or material unavailability. The process for variations is as follows:
i. the requesting party must provide written notice of the proposed variation;
ii. the Contractor will assess the variation and provide a written quote detailing the cost impact and any adjustment to the project timeline;
iii. the Client must approve the variation in writing (including via email) before the Contractor commences work on the variation; and
iv. if the variation is urgent or necessary to ensure safety or prevent property damage, the Contractor may proceed with the variation without prior written approval, and the Client must pay the reasonable costs incurred by the Contractor.
4.5 Additional Costs and Expenses
a. In addition to the contract price, the Client is liable for all reasonable additional costs and expenses incurred by the Contractor in connection with the Works or Services, including:
i. travel, accommodation, and meals for projects located more than 50 kilometres from the Contractor’s office;
ii. specialised equipment hire, including scaffolding, scissor lifts, boom lifts, and cranes;
iii. freight, delivery, and handling charges for materials; and
iv. statutory fees, permit costs, and network connection application fees.
5. Payment Terms and Security of Payment Compliance
5.1 Payment Obligations
a. The Client must pay all invoices issued by the Contractor in full, without any deduction, set-off, counterclaim, or withholding, within 14 days of the date of the invoice (or such other period specified in the Quote).
b. All payments must be made in Australian Dollars via electronic funds transfer (EFT) to the bank account nominated by the Contractor.
5.2 Progress Claims and Invoicing
a. For fixed-price works and long-term projects, the Contractor is entitled to submit progress claims at monthly intervals or upon the achievement of specified project milestones.
b. Each progress claim will detail the value of the Works performed and Materials delivered to the Site up to the end of the relevant period. The Contractor will issue a tax invoice for each progress claim.
5.3 Payment Schedules and Security of Payment Compliance
a. All progress claims and invoices issued by the Contractor are made under and in accordance with the Construction Contracts (Security of Payments) Act 2004 (NT) as amended from time to time.
b. If the Client disputes any part of a progress claim or invoice, the Client must provide the Contractor with a written payment schedule within 14 days of receiving the claim (or the statutory timeframe, whichever is shorter).
c. The payment schedule must identify the claim to which it relates, state the amount the Client proposes to pay, and detail the reasons for withholding any payment.
d. If the Client fails to provide a payment schedule within the required timeframe, the Client becomes legally liable to pay the full amount of the progress claim on the due date.
5.4 Late Payment, Interest, and Debt Recovery Costs
a. If the Client fails to pay any invoice by the due date:
i. interest will accrue on the overdue amount at a rate of 10% per annum, calculated daily from the due date until the date of payment in full;
ii. the Client must indemnify the Contractor for all costs, expenses, and liabilities incurred by the Contractor in recovering the overdue debt, including debt collection agency fees, legal costs on a full indemnity basis, and court costs; and
iii. the Contractor may, without prejudice to any other rights, suspend the performance of the Works or Services upon giving 3 days’ written notice, and the Client will be liable for all suspension and demobilisation costs in accordance with Section 14.
5.5 Suspension of Works for Non-Payment
a. If the Client fails to pay any invoice by the due date, in addition to any other remedies available to it, the Contractor may suspend the Works or Services until such time as payment is made.
b. The Contractor is not liable for any loss, damage, delay, or expense suffered by the Client or any third party as a result of a suspension of works executed in accordance with this clause.
6. Site Access, Safety, and Client Obligations
6.1 Site Access and Preparation
a. The Client must provide the Contractor with safe, unhindered, continuous, and timely access to the Site, including parking, laydown areas, and storage facilities, to enable the Contractor to perform the Works or Services.
b. The Client must ensure the Site is fully prepared, cleared of obstructions, and structurally sound prior to the commencement of the Works.
c. Any delays caused by the Client’s failure to provide adequate access or site preparation will entitle the Contractor to an extension of time and compensation for delay costs.
6.2 Work Health and Safety Obligations
a. Both parties must comply with all applicable work health and safety legislation, regulations, and codes of practice.
b. The Client must maintain the Site in a safe condition and comply with all reasonable safety directions issued by the Contractor.
c. The Contractor’s personnel will comply with the Client’s reasonable site-specific safety inductions and policies, provided they are communicated in writing prior to the commencement of the Works.
6.3 Disclosure of Site Hazards and Asbestos
a. Prior to the commencement of any physical works, the Client must disclose to the Contractor the location of all known site hazards, hazardous substances, underground services, and structural risks.
b. The Client must provide the Contractor with an up-to-date asbestos register for the Site. If the Contractor suspects or discovers the presence of asbestos or any other hazardous material that was not previously disclosed, the Contractor may immediately cease works in the affected area, and the Client will be solely responsible for the safe removal and remediation of the material at its own cost.
6.4 Existing Electrical Faults and Pre-existing Conditions
a. The Contractor is not liable for any pre-existing electrical faults, non-compliant wiring, structural defects, or equipment failures at the Site.
b. If the Contractor identifies any pre-existing electrical hazards or non-compliance during the performance of the Works, the Contractor will notify the Client.
c. The Contractor is not obligated to rectify any pre-existing issues unless specifically engaged to do so under a written Variation.
d. The Client agrees to indemnify the Contractor against any claims or liabilities arising from pre-existing site conditions.
6.5 Permits, Approvals, and Grid Connection Agreements
a. Unless otherwise agreed in writing, the Client is solely responsible for obtaining and paying for all necessary development approvals, building permits, council consents, and grid connection agreements required for the Works.
b. This includes applying to and obtaining approval from the relevant network operator (such as the Power and Water Corporation in the Northern Territory) for the connection, commissioning, and export of solar and battery systems.
c. The Contractor is not liable for any delays or refusals by regulatory authorities or network operators.
7. Delays and Extensions of Time
7.1 Contractor’s Right to Claim Extension of Time (EOT)
a. If the Contractor is delayed in the performance of the Works or Services by any cause or event beyond its reasonable control, the Contractor is entitled to a reasonable Extension of Time (EOT) to the date or timeframe for achieving Practical Completion.
b. Causes or events entitling the Contractor to an EOT include, but are not limited to: Force Majeure Events, adverse weather conditions, industrial action, variations requested by the Client, late or delayed instructions or approvals from the Client, acts or omissions of the Client or its agents, or any Delay Event specified in clause 7.2.
7.2 Third-Party Delays
a. The Contractor is entitled to an EOT and compensation for any delay, disruption, or interference caused by third parties, including but not limited to:
i. delays by utility network operators (including Power and Water Corporation) in processing grid connection applications, issuing approvals, conducting witness testing, or performing physical network connection works;
ii. supply chain disruptions, transport delays, shipping bottlenecks, customs delays, or manufacturer shortages affecting the delivery of Materials; and
iii. delays, defaults, or interference caused by other contractors, consultants, or trades engaged by the Client working on or around the Site.
b. The Contractor is not liable to the Client for any loss, damage, penalty, or liquidated damages resulting from third-party delays, and the Client must grant a corresponding EOT to the Contractor.
7.3 Notice Requirements for EOT
a. To claim an EOT, the Contractor must submit a written notice of delay to the Client within 14 days of the Contractor becoming aware of the Delay Event.
b. The notice must detail the nature and cause of the delay, the estimated duration of the delay, and the specific impact on the progress of the Works.
c. Where a Delay Event is of a continuous or ongoing nature, the Contractor may submit an interim notice, followed by a final EOT claim within 14 days after the Delay Event has ceased.
7.4 Assessment and Grant of EOT
a. The Client must assess the Contractor’s EOT claim in good faith and notify the Contractor in writing of its decision within 7 days of receiving the claim.
b. If the Client fails to respond to or dispute the EOT claim within 7 days of receipt, the EOT will be deemed to have been approved and granted in full.
7.5 Delay Costs and Compensation
a. Where an EOT is granted due to a Delay Event caused by an act, omission, breach, or default of the Client, its agents, employees, or other contractors, or due to a third-party delay under clause 7.2, the Client must pay the Contractor its reasonable additional costs incurred as a result of the delay (Delay Costs).
b. Delay Costs will be calculated based on the Contractor’s actual costs incurred, including standby rates for labour and equipment, demobilisation and remobilisation costs, storage fees, and reasonable administrative overheads.
8. Practical Completion and Commissioning
8.1 Definition and Criteria for Practical Completion
a. Practical Completion is the stage in the execution of the Works when:
i. all major electrical components have been physically installed at the Site, specifically including all solar panels, electrical cables, inverters, and (where applicable) batteries;
ii. all compliance, safety, or regulatory submissions within the direct and sole control of the Contractor have been completed and lodged with the relevant authorities; and
iii. the Works are otherwise complete in accordance with the Contract, save for minor defects or omissions that do not prevent the Works from being reasonably, safely, and effectively used for their intended purpose.
8.2 Inspection and Handover Procedures
a. The Contractor will notify the Client in writing when the Contractor considers that the Works have reached Practical Completion.
b. Within 5 Business Days of receiving the Contractor’s notice, the Client and the Contractor must jointly inspect the Works to verify whether Practical Completion has been achieved.
c. If the joint inspection confirms that the Works meet the criteria for Practical Completion, the Contractor will issue a Certificate of Practical Completion, which must state the date on which Practical Completion was achieved.
d. If the inspection reveals that the Works are not complete or do not meet the criteria for Practical Completion, the Client must provide the Contractor with a detailed written list of outstanding items. The Contractor will complete those items and re-issue a notice of Practical Completion under clause 8.2.a.
8.3 Rectification of Minor Defects (Punch list)
a. Any minor defects, omissions, or “punch list” items identified during the joint inspection that do not prevent the safe and intended use of the Works will be documented on the Certificate of Practical Completion.
b. The Contractor must rectify all documented minor defects within 21 days from the date of Practical Completion (or such other period as mutually agreed in writing).
c. The existence of minor defects does not entitle the Client to withhold the Certificate of Practical Completion, delay handover, or withhold any progress or final payments due to the Contractor.
8.4 Commissioning and Testing
a. The Contractor will perform all necessary testing, calibration, and commissioning of the installed electrical, solar, and battery systems in accordance with manufacturer guidelines, Australian standards, and Network Operator requirements.
b. The Client must provide all necessary utilities, including grid power, water, and internet connectivity, required for the Contractor to perform commissioning and testing.
c. If commissioning is delayed due to the Client’s failure to provide utilities or internet connectivity, the Works will be deemed to have achieved Practical Completion on the date the Contractor notified the Client under clause 8.2.a, and any subsequent commissioning will be performed as a Variation.
8.5 Final Certificates of Electrical Safety
a. Upon successful commissioning and Practical Completion, the Contractor will issue and submit all required final certificates of electrical safety, compliance certificates, and self-certification documents to the Client and the relevant regulatory authorities (including the electrical safety regulator in the Northern Territory).
b. The Contractor will provide the Client with standard operating manuals, system documentation, and warranty certificates supplied by equipment manufacturers.
8.6 (Exclusion of Third-Party and Connection Delays)
a. Notwithstanding any other provision of this Contract, the achievement of Practical Completion, the Contractor’s entitlement to claim or certify Practical Completion, and the Client’s obligation to make any progress or final payment must not be delayed, conditioned, or withheld due to any third-party actions, approvals, or connection processes that are outside the direct control of the Contractor.
b. Without limiting sub-clause (a), the following matters are expressly excluded from the requirements of, and will not prevent, delay, or affect the occurrence of, Practical Completion:
i. any actions, delays, or requirements of the relevant Distribution Network Service Provider (DNSP) or utility authority (including the Power and Water Corporation), including but not limited to meter-works, lockable main switch requirements, grid connection approvals, witness testing, or meter reprogramming;
ii. the performance of, or issuance of documentation for, any structural engineering post-installation inspections, certificates, or reports by third-party engineers or consultants;
iii. any processing, administration, or approvals by energy retailers or other bodies in relation to photovoltaic (PV) feed-in tariffs, buyback schemes, or export limits;
iv. any third-party arrangements, upgrades, or works relating to switchboards, grid protection systems, or meter boxes, where such works are to be performed by a network operator or other third party;
v. the connection of any installed system or component to the local WiFi network, internet service, or client-side IT infrastructure; and
vi. any other approval, inspection, certification, or action required to be performed by a third party, regulatory authority, or utility provider.
c. The Contractor is not liable to the Client for any loss, damage, penalty, or delay costs resulting from the matters specified in this clause, and the Client must not withhold any payment or assert any breach of contract by the Contractor in connection with such matters.
9. Materials, Risk, and Retention of Title
9.1 Supply and Delivery of Materials
a. The Contractor will supply the Materials specified in the Quote.
b. Delivery of Materials to the Site will be deemed to have occurred when the Materials are unloaded at the Site or placed in the Client’s custody or control.
c. The Contractor will use reasonable endeavours to meet estimated delivery dates but is not liable for any delays caused by supply chain disruptions, transport delays, or manufacturer shortages.
9.2 Transfer of Risk
a. Risk of loss, theft, damage, or destruction of the Materials transfers entirely to the Client immediately upon delivery to the Site or the Client’s possession.
b. The Client must insure the Materials for their full replacement value from the time of delivery until title passes to the Client.
9.3 Retention of Title
a. Title and ownership of all Materials supplied by the Contractor remain solely with the Contractor and do not pass to the Client until the Contractor has received payment in full, in cleared funds, for those Materials and all other outstanding amounts owed by the Client to the Contractor under any Contract. Until title passes:
i. the Client holds the Materials as bailee and fiduciary agent for the Contractor;
ii. the Client must store the Materials separately, protect them, and clearly identify them as the property of the Contractor; and
iii. the Contractor may, without notice, enter any premises where the Materials are stored and repossess them if the Client defaults on any payment or experiences an Insolvency Event.
9.4 Personal Property Securities Registration
a. The Client acknowledges that these Terms constitute a security agreement for the purposes of applicable personal property securities legislation, and that the Contractor holds a purchase money security interest (PMSI) in all Materials supplied or to be supplied to the Client.
b. The Contractor may register its security interest on the Personal Property Securities Register (PPSR).
c. The Client must execute all documents and provide all information required by the Contractor to register, perfect, and maintain its security interest.
d. The Client waives its right to receive a verification statement under the personal property securities laws.
9.5 Storage and Protection of Materials
a. Where Materials are delivered to the Site prior to installation, the Client must provide a secure, dry, and clean storage area to protect the Materials from weather, theft, vandalism, and damage.
b. The Contractor is not responsible for any damage to Materials stored on Site that is caused by inadequate storage, environmental factors, or the actions of third parties.
10. Intellectual Property and Engineering Designs
10.1 Ownership of Intellectual Property
a. All Intellectual Property owned, created, or developed by the Contractor prior to or independently of the Contract remains the sole and exclusive property of the Contractor.
b. All Intellectual Property created, developed, or produced by the Contractor (including its directors Adam Bate and David Rojas, and its employees or subcontractors) in the course of performing the Works or Services will vest immediately in the Contractor upon creation.
10.2 Engineering Designs and System Schematics
a. Specifically, all electrical engineering designs, solar system layouts, battery integration schematics, technical drawings, single-line diagrams, calculations, and software configurations prepared by the Contractor remain the proprietary Intellectual Property of the Contractor.
b. The provision of these designs to the Client does not constitute a transfer of ownership.
10.3 Limited Licence to Client
a. Subject to the Client paying all invoices and outstanding amounts in full, the Contractor grants the Client a non-exclusive, non-transferable, royalty-free, perpetual, revocable licence to use the engineering designs and system schematics solely for the operation, maintenance, and repair of the specific system installed at the designated Site.
b. This licence is strictly conditional upon the Client’s compliance with these Terms.
10.4 Restrictions on Use, Reproduction, and Distribution
a. The Client must not, and must not permit any third party to:
i. reproduce, copy, modify, adapt, reverse-engineer, or decompile the designs, schematics, or software;
ii. use the designs for any other project, site, or purpose; or
iii. distribute, sell, licence, or disclose the designs to any third party without the prior written consent of the Contractor.
b. Any unauthorised use of the Contractor’s Intellectual Property will result in the immediate revocation of the licence and may entitle the Contractor to seek injunctive relief and damages.
10.5 Indemnity for Intellectual Property Infringement
a. The Client indemnifies the Contractor against all claims, losses, damages, liabilities, and costs (including legal costs on an indemnity basis) arising out of or in connection with any breach of this Section 10 by the Client, or any claim that the Contractor’s use of designs, plans, or specifications provided by the Client infringes the intellectual property rights of a third party.
11. Warranties and Defect Liability Period
11.1 Contractor Workmanship Warranty
a. The Contractor warrants that the physical installation works performed by its personnel will be free from defects in workmanship for a period of 12 months from the date of Practical Completion. This workmanship warranty is personal to the Client and is not transferable to any subsequent owner of the Site or system without the prior written consent of the Contractor.
11.2 Manufacturer Warranties
a. The Client acknowledges that major equipment, including solar panels, inverters, batteries, switchgear, and monitoring devices, is supplied with separate manufacturer warranties.
b. The Contractor does not provide any independent warranty for manufacturer-supplied equipment.
c. The Contractor will, where practicable, assist the Client in processing warranty claims with the relevant manufacturer, but the Contractor is not liable for any equipment failures, performance shortfalls, or manufacturing defects.
11.3 Defect Liability Period
a. The Defect Liability Period is 12 months commencing on the date of Practical Completion. During this period, the Contractor will, at its own cost, rectify any genuine defects in its workmanship, subject to the notification and access provisions set out in this Section 11.
11.4 Notification and Rectification Process
a. If the Client detects a defect in the Works, the Client must:
i. notify the Contractor in writing within 7 days of identifying the defect, providing detailed descriptions and photographic evidence; and
ii. provide the Contractor and its representatives with immediate, unhindered access to the Site to inspect, test, and rectify the defect.
b. If the Client fails to notify the Contractor within the required timeframe or engages a third party to rectify the defect without giving the Contractor the first opportunity to do so, the workmanship warranty will be voided, and the Contractor will not be liable for the cost of rectification.
11.5 Exclusions from Warranty
a. The workmanship warranty does not cover, and the Contractor is not liable for, any defects, damage, or failures caused by:
i. fair wear and tear, environmental degradation, or natural weathering;
ii. abuse, misuse, negligence, or lack of proper maintenance by the Client or its agents;
iii. authorised or unauthorised modifications, repairs, or alterations to the system by any person other than the Contractor;
iv. grid fluctuations, power surges, lightning strikes, or electrical faults originating from the network operator’s grid;
v. animal or pest damage; or
vi. Force Majeure Events.
12. Limitation of Liability and Consequential Loss
12.1 Commercial Limitation of Liability
a. To the maximum extent permitted by law, and notwithstanding any other provision of the Contract, the total aggregate liability of the Contractor to the Client under or in connection with the Contract (whether arising in contract, tort including negligence, equity, indemnity, under statute, or otherwise) is strictly limited to the total contract price actually paid by the Client to the Contractor under the relevant Quote.
12.2 Exclusion of Consequential and Indirect Loss
a. The Contractor is not liable to the Client under any circumstances for any indirect, special, economic, or consequential loss, damage, cost, or expense. This exclusion of liability includes, but is not limited to:
i. loss of profits, revenue, or business;
ii. loss of production, opportunity, or goodwill;
iii. business interruption or downtime;
iv. loss of anticipated savings;
v. loss of solar feed-in tariffs, green certificates, or energy export credits; and
vi. any loss or damage arising from the inability to use the installed solar or battery system.
12.3 Cap on Liability
a. The financial cap on the Contractor’s liability set out in clause 12.1 is a fundamental term of the Contract and represents a fair and agreed commercial risk allocation between the parties.
b. The Client acknowledges that the Contractor would not enter into the Contract or provide the Works or Services at the agreed price without this limitation of liability.
12.4 Proportionate Liability
a. The Contractor’s liability to the Client will be reduced proportionally to the extent that any act, omission, negligence, or breach of contract by the Client, its employees, agents, or other contractors contributed to the loss, damage, or injury suffered.
13. Indemnities and Risk Allocation
13.1 Client Indemnities
a. The Client must defend, indemnify, and hold harmless the Contractor, its directors, officers, employees, agents, and subcontractors from and against all claims, demands, actions, suits, losses, damages, liabilities, costs, and expenses (including legal costs on a full indemnity basis) arising directly or indirectly out of:
i. any breach of the Contract or these Terms by the Client;
ii. any negligent, reckless, or wilful act or omission of the Client, its employees, agents, or invitees;
iii. any failure by the Client to provide a safe working environment or disclose site hazards; and
iv. any pre-existing site conditions, electrical faults, or structural defects at the Site.
13.2 Contractor Indemnities
a. Subject to the limitations and exclusions set out in Section 12, the Contractor indemnifies the Client against direct property damage or personal injury to the extent caused solely by the negligent acts or omissions of the Contractor’s personnel during the performance of the Works on Site.
b. This indemnity does not extend to any indirect or consequential loss, or any damage caused by pre-existing conditions.
13.3 Allocation of Risk for Property Damage and Personal Injury
a. The parties agree that risk is allocated between them such that each party is responsible for its own negligent acts and omissions, and the indemnities provided in this Section 13 are intended to reflect this commercial risk allocation.
b. Each party must maintain appropriate insurance policies, including public liability insurance, to cover their respective risks.
13.4 Mitigation of Loss
a. Each party must take all reasonable and necessary steps to mitigate any loss, damage, cost, or expense they may suffer or incur in connection with the Contract, and neither party will be entitled to recover any loss that could have been avoided through reasonable mitigation measures.
14. Suspension, Default, and Termination
14.1 Suspension of Works
a. The Contractor may, without prejudice to its other rights, suspend the performance of the Works or Services immediately upon written notice to the Client if:
i. the Client fails to pay any invoice by the due date;
ii. the Client breaches a material term of the Contract;
iii. the Contractor identifies a safety hazard or risk at the Site that has not been rectified; or
iv. a Force Majeure Event prevents the safe performance of the Works under Section 7 or Section 14.
14.2 Default Events
a. A party will be in default under the Contract if:
i. they fail to perform a material obligation and do not remedy that failure within 14 days of receiving written notice to do so;
ii. they experience an Insolvency Event; or
iii. in the case of the Client, they fail to pay any undisputed sum when due.
14.3 Termination for Cause
a. If a party is in default and fails to remedy the default within the required timeframe, the non-defaulting party may terminate the Contract immediately by written notice.
b. If the Contract is terminated by the Contractor under this clause, the Client must pay the Contractor for all Works performed, Services rendered, and Materials delivered up to the date of termination, plus any demobilisation costs and loss of profit on the uncompleted portion of the Works.
14.4 Termination for Convenience
a. The Client is not entitled to terminate the Contract for convenience.
b. If the Client attempts to cancel or terminate the Contract without cause, the Contractor may treat the Contract as repudiated, accept the repudiation, and recover from the Client all costs incurred, materials ordered, loss of profit, and demobilisation expenses as liquidated damages.
14.5 Consequences of Termination and Demobilisation
a. Upon termination of the Contract for any reason:
i. the Contractor will cease the Works and demobilise its personnel, equipment, and temporary structures from the Site;
ii. the Client must immediately pay all outstanding invoices and progress claims;
iii. the Contractor may submit a final invoice for all works completed and materials ordered up to the date of termination, which the Client must pay within 7 days; and
iv. the Contractor’s right to enter the Site and repossess any Materials for which title has not passed remains in full force and effect.
15. Dispute Resolution Procedures
15.1 Multi-Tiered Dispute Resolution Process
a. The parties must resolve any dispute, controversy, or claim arising out of or in connection with the Contract, including its existence, validity, interpretation, performance, or termination (a Dispute), in accordance with the multi-tiered procedures set out in this Section 15 before commencing any formal litigation.
15.2 Informal Negotiation
a. If a Dispute arises, the party claiming the Dispute must give written notice to the other party detailing the nature of the Dispute.
b. Within 14 days of receiving the notice, senior representatives of each party (including Adam Bate or David Rojas for the Contractor) must meet in good faith and attempt to resolve the Dispute through informal negotiation.
15.3 Mediation
a. If the Dispute is not resolved through informal negotiation within 14 days of the initial meeting, either party may refer the Dispute to mediation.
b. The mediation will be held in Darwin, Northern Territory, and will be conducted in accordance with the mediation rules of a mutually agreed professional dispute resolution body.
c. If the parties cannot agree on a mediator within 7 days of the referral, the mediator will be appointed by the President of the Law Society Northern Territory.
d. The costs of the mediator will be shared equally between the parties, and each party will bear its own legal costs for the mediation.
15.4 Urgent Interlocutory Relief and Statutory Adjudication
a. Nothing in this Section 15 prevents either party from:
i. seeking urgent interlocutory or injunctive relief from a court of competent jurisdiction; or
ii. exercising any statutory rights they may have to refer a payment dispute to adjudication under the applicable security of payment legislation of the Northern Territory.
15.5 Performance to Continue During Dispute
a. Despite the existence of a Dispute, the parties must continue to perform their respective obligations under the Contract to the extent practicable, unless the Contractor has exercised its right to suspend the Works under these Terms or applicable security of payment laws.
16. Governing Law and General Terms
16.1 Governing Law and Jurisdiction
a. The Contract and these Terms are governed by, and must be construed in accordance with, the laws of the Northern Territory of Australia.
b. The parties irrevocably submit to the exclusive jurisdiction of the courts of the Northern Territory and any courts competent to hear appeals from those courts.
16.2 Severability
a. If any provision of these Terms or the Contract is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, that provision will be severed or read down to the minimum extent necessary, and the remaining provisions will continue in full force and effect.
16.3 Waiver
a. A waiver of any right, power, or remedy under the Contract must be in writing and signed by the party granting the waiver. A failure or delay by a party to exercise any right, power, or remedy does not operate as a waiver, nor does any single or partial exercise of a right preclude any other or further exercise of that or any other right.
16.4 Entire Agreement
a. The Contract (comprising the Quote, these Terms, and any agreed variations) constitutes the entire agreement between the parties in relation to its subject matter and supersedes all prior discussions, representations, negotiations, understandings, and agreements, whether oral or written.
16.5 Service of Notices
a. Any notice, consent, or other communication required to be given under the Contract must be in writing and may be delivered by hand, sent by pre-paid post, or sent by email to the addresses specified in the Quote.
b. A notice sent by email will be deemed to be received at the time of transmission, provided no delivery failure or “out of office” message is received by the sender.
16.6 Counterparts and Electronic Execution
a. The Contract may be executed in any number of counterparts, each of which will be deemed an original, and all of which together will constitute one and the same instrument. The parties agree that the Contract may be executed and exchanged electronically, including by electronic signature, and that such execution will be legally binding.
