Terms and Conditions of Trade.

Last Updated 1 May 2025

1. Definitions

In these Terms:

ACL means the Australian Consumer Law Schedule of the Competition and Consumer Act 2010 (Cth) and its associated Regulations as amended;

Agreement means any agreement for the provision of the Services by the Company to the Client, including any Annexure, Schedule, Appendix, or other relevant attachments;

Applicable Laws means: acts, ordinances, regulations, by-laws, orders, awards and proclamations of the jurisdiction where the Services or the particular part thereof is being carried out; certificates, licences, consents, permits, approvals and requirements of organisations having jurisdiction in connection with the carrying out of the Services, including any construction certificates and development approvals issued by Council; applicable standards issued by Standards Australia (whether voluntary or mandatory) and the National Construction Code (including the Building Code of Australia); requirements of any government, statutory or other Authority having jurisdiction over the Services or the Site;

Approval means any approval, certification, decision, or determination that the Company may grant or make, as part of, or as a consequence of, performing the Services in accordance with the Company's professional duties;

Client means the person, jointly and severally if more than one, receiving Services from the Company;

Company means Certis QLD Pty Ltd (ABN 41 606 461 983) and Certis NSW Pty Ltd (ABN 14 128 682 557)

consumer is as defined in the ACL and in determining if the Client is a consumer, the determination is made if Client is a consumer under the Agreement;

consumer contract is as defined in the ACL;

Engagement Form means the standard form set out in the appendix of the Agreement. Stating that the Client accepts these Terms among other items set out within the Agreement;

Force Majeure Event means circumstances or an event outside the reasonable control of a party, and includes without limitation accident, act of God, act or threat of terrorism or war, breakdown, cyclone, epidemic, export or import restriction, fire, flood, government decree or order, hurricane, industrial dispute, lockout, pandemic, or strike;

GST means the Goods and Services tax as defined in A New Tax System (Goods and Services Tax) Act 1999 (Cth) and its associated Regulations as amended;

Insolvency Event means at least one of the following:

(a) the Client informs the Company in writing, or creditors generally, that the Client is insolvent or is financially unable to proceed with the Agreement;

(b) execution is levied against the Client by a creditor;

(i) commits an act of bankruptcy;

(ii) has a bankruptcy petition presented against him or her or presents his or her own petition;

(iii) is made bankrupt; makes a proposal for a scheme of arrangement or a composition; or

(iv) has a deed of assignment or deed of arrangement made, accepts a composition, is required to present a debtor’s petition, or

(v) has a sequestration order made, under Part X of the Bankruptcy Act 1966 (Cth) or like provision under the law governing the Agreement; or

(d) if the Client is a corporation and if notice is given of a meeting of creditors with a view to the corporation entering a deed of company arrangement;

(i) it enters a deed of company arrangement with creditors;

(ii) a controller or administrator is appointed;

(iii) an application is made to a court for its winding up and not stayed within 14 days;

(iv) a winding up order is made in respect of it;

(v) it resolves by special resolution that it be wound up voluntarily (other than for a member’s voluntary winding up); or

(vi) a mortgagee of any of its property takes possession of that property.

Quotation means a quotation issued by the Company to the Client for the supply of Services;

Report means a report prepared and provided by the Company to the Client outlining results of testing;

Services means services provided by the Company to the Client;

Site means the place where the Services are to be performed;

small business contract is as defined in the ACL;

Terms means these Terms and Conditions of Trade; and

Variation means any increase, decrease, amendment, or modification to the Services determined by the Company to be necessary for completing the Services (or any delay or disruption to the Services due to an event for which the Company is entitled to an extension of time), including those identified as potential variations under the scope of Services.

2. Basis of the Agreement

2.1. Unless otherwise agreed by the Company in writing, the Terms apply exclusively to every Agreement and cannot be varied or replaced by any other terms.

2.2. Any Quotation provided by the Company to the Client for the proposed Services is:

(a) valid for six (6) months, unless otherwise specified in the Quotation;

(b) an invitation to treat only; and

2.3. The Terms may include additional terms in the Company's Quotation and, where terms set out in a Quotation are inconsistent with these Terms, the terms in the Quotation prevail to the extent of any inconsistency.

2.4. The Company reserves the right to correct a Quotation in the event of error or mistake.

2.5. The Company may refuse to accept any order.

2.6. The Client must provide the Company with its specific requirements specified in the Quotation, if any, in relation to the Services.

2.7. The Company may amend or vary these Terms by written notice to the Client at any time, and any such Variation or amendment will apply to Quotations provided by the Company.

3. Pricing

3.1. Unless otherwise expressly stated in a Quotation or agreed by the parties in writing, prices quoted for the supply of Services exclude GST and any other taxes or duties imposed on or in relation to the Services.

3.2. If the Company requests any Variation to the Agreement (including but not limited to Variations to meetings, inspections, reports, certificates desired turnaround timeframes, and reporting requirements, etc), the Company may notify the Client of any change to the price to account for the Variation, and the Company may:

(a) accept the proposed change to the price and continue with the Agreement; or

(b) withdraw its request for the Variation.

3.3. If the Company proposes to vary the price payable by the Client on the basis of a Variation in the Company’s costs of providing the Services or a change in legislation, the Company may give notice of its proposed Variation to the price to the Client, and if the Agreement is:

(a) a consumer contract or a small business contract, the Client may:

(i) accept the Variation and continue under the Agreement; or

(ii) reject the Variation, in which case if the Company does not offer to provide the Services for the original price the Client may terminate the Agreement;

(b) not a consumer contract or a small business contract, the Client must pay the varied price.

4. Payment Terms

4.1. Unless otherwise agreed in writing, the Client must pay the Company for the Services:

(a) in accordance with the payment terms specified in the Quotation; and

(b) if no payment terms are specified in the Quotation, within 14 days of the date of the Company’s invoice.

4.2. Payment by cheque is not deemed made until the proceeds of the cheque have cleared.

4.3. Where payment is made by credit card, the Company may charge the Client a surcharge equal to the amount of the merchant fees charged to the Company.

4.4. Payment terms may be revoked or amended at the Company’s sole discretion immediately upon giving the Client written notice.

4.5. Unless otherwise agreed in writing, the fees will be subject to revision by the Company

(a) If the duration of the Services exceeds one year;

(b) Where the Services can not be commended by the Company (other then due to the fault of the Company) within 30 days after the Client has requested the Services.

5. Payment Default

5.1. If the Client defaults in payment by the due date of any amount payable to the Company, then without prejudice to any other remedy available to it:

(a) charge the Client interest on any sum due at the rate of 2% for the period from the due date until the date of payment in full;

(b) charge the Client for, and the Client must pay to the Company on demand, all reasonable costs and expenses (including without limitation all reasonable legal costs and expenses) reasonably incurred by the Company resulting from the default or in taking action to enforce compliance with the Agreement or to recover any sum due;

(d) by written notice to the Client, terminate any uncompleted Agreement without affecting any rights accrued by the parties prior to termination.

5.2. Subject to any applicable statutory stay of proceedings, clauses 5.1(c) and (d) may also be relied upon where the Client becomes bankrupt or insolvent or enters a scheme of arrangement or has a liquidator or similar functionary appointed in respect of its assets.

6. Performance of Agreement

6.1. The Company must exercise the same degree of care, diligence and skill as would reasonably be expected of a professional service provider.

6.2. The Client acknowledges and agrees that:

(a) the Services provided by the Company are subject to confidence intervals and detection limits inherent in the industry-wide methodology;

(b) where it is reliant upon results for a specific purpose, it is the Client’s obligation to make its own investigations and satisfy itself that neither the confidence intervals nor the detection limits referred to in clause ‎6.2(a) are contrary to its intended purpose.

6.3. Any date for provision of the Services stated by the Company is an estimate only and not a contractual commitment.

6.4. The Company will use its reasonable endeavours to meet estimated dates for provision of the Services but will not be liable for any damage or loss suffered by the Client or any third party for failure to meet any estimated date.

6.5. If the Company cannot complete the Services by an estimated date, it will do so within a reasonable time.

6.6. If the parties so agree in writing, the Company may provide the Services in part or in full at the Site nominated by the Client. The Site must comply with clause 9 of this Agreement.

6.7. Unless otherwise agreed in writing, the Company will provide its Report to the Client once the Company has both completed its provision of the Services and has received full payment from the Client.

6.8. If a Report prepared and provided by the Company has to be re-issued due to an error or errors in the information provided to the Company by the Client, a re-issue fee stipulated in the Quotation will be charged.

6.9. Unless otherwise agreed in writing, if the Client does not dispute or reject the results set out in Report within 30 days of receipt of that Report, then to the maximum extent permitted at law it is deemed to have accepted the Report in full.

6.10. If the Company reasonably determines that:

(a) the provision of the Services in relation to the Client’s sample(s); or

(b) provision of the Services at a location nominated by the Client; or

poses a health or safety hazard for the Company or a third party, the Company may refrain from providing the Services and must notify the Client in writing.

7. Liability

7.1. Except as the Terms specifically state, the Agreement does not include by implication any other term, condition or warranty in respect of the performance of the Services or any contractual remedy for their failure.

7.2. If the Client is a consumer, nothing in these Terms restricts, limits or modifies the Client's rights or remedies against the Company for failure of a statutory consumer guarantee under the ACL.

7.3. If clause ‎7.2 does not apply, then other than as stated in the Terms the Company is not liable to the Client in any way arising in connection with the supply of the Services.

7.4. The Company is not liable for any consequential or indirect losses or expenses suffered by the Client or any third party, howsoever caused, including but not limited to loss of turnover, profits, business or goodwill or any liability to any other party, except to the extent of any liability imposed by the ACL.

7.5. To the maximum extent permitted at law, the Company’s liability for a breach of a statutory consumer guarantee as set out in the ACL is limited to re-supply of the Services or payment of the costs of having the Services re-supplied.

7.6. To the maximum extern permitted at law, the Client acknowledges and agrees that:

(a) other than as specified in a Quotation, it has not made known, either expressly or by implication, to the Company any purpose for which it requires the Services; and

(b) it has made its own investigations and has satisfied itself that the Services and the Report are suitable for the Client’s purposes.

7.7. Nothing in the Terms is to be interpreted as excluding, restricting or modifying or having the effect of excluding, restricting or modifying the application of any State or Federal legislation applicable to the supply of Services which cannot be excluded, restricted or modified.

8. Report

8.1. The Company will provide the Client with a Report containing the information it has collected, along with any analysis of that information, in a format that the Company deems appropriate.

8.2. The Company is required to deliver one original version of the Report to the Client, unless the Parties have agreed otherwise in writing. The Client is prohibited from reproducing or copying the Report without the Company's prior written consent.

8.3. Neither the Client nor any third party has the right to rely on any reproduction or copy of the Report unless the Company's written consent has been obtained.

8.4. The Report is intended solely for the Client's use and may not be distributed or relied upon by any third party without the Company's prior written consent.

8.5. If the Client expects to use all or part of the Report, directly or indirectly, in relation to any of the following (collectively referred to as "Relevant Uses"):

(a) legal proceedings, arbitration, dispute resolution forums, or any other proceedings;

(b) fundraising activities;

(d) valuation exercises being conducted by the Client or a third party; or

(e) communication or provision of information to a regulator,

the Client must inform the Company in writing before the Services are performed, or if that is not feasible, prior to using the Report for any Relevant Use.

8.6. The Company has no obligation to act as an expert witness or witness of fact in any legal proceeding, arbitration, dispute resolution forum, or any other proceeding, unless mandated by law or unless the Company provides prior written consent.

8.7. The Client acknowledges that:

(a) The Report is prepared by the Company based on the Client Information and data recorded by the Company during its visit to the Site; and

(b) The Services are carried out by the Company using a random sampling method, meaning that any conclusions presented in the Report should not be considered exhaustive.

9. Site

9.1. To enable the Company to perform the Services, the Client must provide the Company with unrestricted access to the Site.

9.2. The Company will make reasonable efforts to avoid interfering with the Client’s business operations while providing the Services and fulfilling its obligations under the Agreement.

9.3. Unless otherwise agreed, the Company’s representatives are not required to be permanently present at the Site, and their visits may be unannounced or intermittent.

9.4. If access to the Site is unavailable for any reason (other than due to the Company’s fault) and the Company’s representatives are on standby, the Client must pay the Company’s usual hourly rate for the standby time, unless otherwise agreed in writing.

9.5. If the fee for the Services is based on time, the Client must pay for the travel time of the Company’s representatives to the Site at the Company’s usual hourly rate, unless otherwise agreed in writing. The Company may also charge for reasonable accommodation and meal expenses incurred by the Company and/or its representatives in connection with the Services.

9.6. The Client must ensure that the Company has access to necessary amenities and utilities at the Site, including power, water, telecommunications, toilets, and any other general utilities required for the provision of the Services.

9.7. The Client must ensure that the Site complies with all Applicable Laws.

9.8. The Client must:

(a) ensure the Site is safe, free of hazard, and in compliance with any relevant laws;

(b) provide the Company with safe and unobstructed access to and from the Site;

(d) comply with the Company’s reasonable requests, where they relate to safety or the Services; and

(e) indemnify and hold the Company harmless from and against any and all actions, claims, damages, expenses, fees, liabilities, penalties or suits of any kind brought against, or incurred or suffered by, the Company to the extent it arises from the Client’s act or omission or failure to comply with this clause 9.8.

9.9. If the Company reasonably believes the Site is unsafe, it may suspend the provision of Services until the Site is made safe. During the suspension, the Client must reimburse the Company for all costs and expenses incurred, including those at the Company’s usual hourly rate, unless otherwise agreed in writing. The Term will be extended for the duration of the suspension period.

9.10. The Company is authorised to take any necessary measures it deems appropriate to ensure the health and safety of its representatives at any Site where Services are being performed.

10. Insurance

10.1. The Client must maintain all applicable insurance policies with a reputable insurance company to cover the potential liabilities which the Client may have to the Company arising out of or in connection with the Agreement. The Client must give the Company a copy of the insurance policies or certificates of currency on request.

11. Confidentiality

11.1. “Confidential Information" includes business-related information, the terms of this Agreement, and personal data under the Privacy Act 1988 (Cth), provided by one Party to the other, and is deemed confidential by its nature or circumstances. It excludes information that enters the public domain, is received from a third party not under confidentiality, or is independently developed.

11.2. The receiving Party must not use Confidential Information except for fulfilling its obligations under the Agreement or disclose it without consent, except as provided in clauses 11.3 and 11.4.

11.3. Confidential Information may be disclosed to affiliates, representatives, or professional advisers if necessary for the Agreement, with the obligation to keep the information confidential. The receiving Party is responsible for ensuring confidentiality by any third parties.

11.4. Disclosure may be required by law or court order. If so, the receiving Party must notify the disclosing Party, consult to minimise disclosure, and disclose only what is necessary, maintaining confidentiality where possible.

11.5. The Client consents to disclosure of client information to an accreditation body for compliance assessments.

11.6. Upon termination or expiration of the Agreement, each Party must return or destroy the other Party's Confidential Information.

11.7. Confidentiality obligations survive the termination or expiry of the Agreement.

12. Intellectual Property

12.1. Unless otherwise agreed in writing, the Client and the Company each acknowledges and agrees that nothing in an Agreement or these Terms is designed or intended to transfer any intellectual property.

13. Subcontracting

13.1. If the Company considers it reasonably necessary to engage the Services of a third party to meet the Client’s requirements, the:

(a) Company will give notice to the Client of its request to engage a third party for that purpose; and

(b) Client must not unreasonably withhold consent to such engagement.

14. Termination

14.1. Either party (Non-Defaulting Party) may terminate an Agreement immediately upon written notice to the other party (Defaulting Party) if the Defaulting Party:

(a) breaches a provision of these Terms and fails to remedy such breach within 14 days of receipt of notice from the Non-Defaulting Party to do so; or

(b) subject to any applicable statutory stay of proceedings, becomes bankrupt or insolvent or enters a scheme of arrangement or has a liquidator or similar functionary appointed in respect of its assets.

14.2. Termination of an Agreement does not affect the rights or obligations of a party accrued under that Agreement prior to termination.

15. Force Majeure

15.1. Subject to clause ‎15.2, neither party is liable to the other party under an Agreement to the extent it is prevented from acting by reason of a Force Majeure Event.

15.2. Nothing in this clause 15 operates to excuse the Client from any obligation to pay money.

15.3. If a party is prevented from fulfilling an obligation under an Agreement, it must:

(a) promptly give notice to the other party, identifying the nature of the Force Majeure Event;

(b) take reasonable steps to alleviate or mitigate the impact of the Force Majeure Event; and

(c) subject to clause ‎15.4, resume performance of the obligation prevented by the Force Majeure Event as soon as practicable after the Force Majeure Event ceases.

15.4. If a Force Majeure Event prevents performance for a period of 60 days or more, either party may terminate the Agreement.

16. Miscellaneous

16.1. These Terms are governed by the laws of the State of Queensland Australia.

16.2. The parties agree to the non-exclusive jurisdiction of the courts of Queensland the Federal Court of Australia, and of courts entitled to hear appeals from those Courts.

16.3. A party’s failure to enforce any of these Terms shall not be construed as a waiver of any of that party’s rights.

16.4. If a clause is unenforceable, it must be read down to be enforceable or, if it cannot be read down, the term must be severed from the Terms, without affecting the enforceability of the remaining terms.

16.5. A notice must be in writing and handed personally or sent by email or prepaid mail to the last known address of the addressee. Notices sent by pre-paid post are deemed received upon posting. Notices sent by email are deemed received on successful transmission.

16.6. The Client must comply with the Australian Privacy Principles, under the Australian Privacy Act 1988 (Cth), and any amendments to such act, in connection with any personal information supplied by it or to it in connection with this Agreement.

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