Standard Terms

For the provisions of Works by Foundation Solutions Pty Ltd ACN 620 293 549 trading as Wunderpinning (Foundation Solutions/Wunderpinning/We/Us).

1. Acceptance

(a) These Standard Terms (Terms) and our quote (Quote) form a binding contractual relationship (Agreement) between You and Us.

(b) You agree to be bound by this Agreement if You:

(i) sign and return our Quote;

(ii) continue to instruct Us (either orally or in writing) to perform work, whether or not You sign the Quote;

(iii) You pay to Us any deposit or fees for the services We are to provide in accordance with our Quote; or

(iv) You otherwise indicate to Us through your conduct and actions that You have accepted the terms of this Agreement.

2. Works

(a) We provide a scope of services in our Quote under the heading “Works” (Works) that We consider appropriate based upon the information, documentation and instructions received from You as at the date of the Quote. The Works will be completed at the Site Address stipulated in the Schedule. The Works also outlines applicable exclusions and optional items.

(b) If there is any inconsistency between these Terms and the Quote, the Quote will prevail to the extent of the inconsistency.

(c) You should tell Us immediately if You disagree with anything contained in our Quote or if You think We have misunderstood something. Otherwise, We will proceed to carry out our Works in the way described in the Quote.

(d) You may at any time request that We provide You with services additional to those contained in our Quote, or that We vary the scope of the Works contained in the Quote (Additional Works). We will consider requests for Additional Works on a case by case basis, but You acknowledge We are under no obligation to provide such Additional Works.

(e) If during the execution of our Works conditions arise which we could not reasonably foresee which will affect the delivery date of any part of our Works as specified in the Quote, We will (where practicable and reasonable) notify You of those conditions and the anticipated effect on the date of delivery of the Works.

3. Fees & Disbursements

3.1 Fees

(a) Our fees for the Works (including any Additional Works) (Fees) will be charged in accordance with our Quote and these Terms.

(b) You must pay our Fees at the times and in the manner directed in our Quote. Unless otherwise stated in the Quote, you must pay the Fees within seven (7) days of us issuing a tax invoice for those fees to You.

(c) We may request that You pay a percentage of our Fees as a deposit (Deposit) and in stages thereafter. Where this is the case, the amounts and due dates for payment will be specified in the Quote.

(d) You must pay us interest at the rate of the Reserve Bank of Australia Cash Rate plus 10% in respect of any tax invoice which you have not paid on time. Interest will be charged and calculated on daily rests on the balance owing until the invoice is paid in full.

(e) If You do not pay an invoice within the time specified you must pay us all of our costs in relation to the action taken, including but not limited to legal costs and outlays on a full indemnity basis.

3.2 Variations

(a) Either party may request a variation of the Works by giving written notice to the other party (Variation Notice).

(b) We may agree to a variation that You request at our discretion.

(i) an agreement to add or omit work;

(ii) where compliance with statutory requirements necessitates a variation to the Works; or

(iii) Us having to overcome a Latent Condition that affects our performance of the Works.

(d) A Variation Notice that we give to You must outline:

(i) a description of the variation;

(ii) why the variation is needed;

(iii) the cost of the variation which will be added onto the Contract Price; and

(iv) any extension of time needed to reach Practical Completion.

(e) You must provide Us with a written notice agreeing to the variation within 5 Business Days after receipt. We will not start work on the variation until this is received from You.

(f) You must not reject a Variation Notice that is submitted to you to ensure that We comply with any legal or legislative requirements or to overcome a Latent Condition.

(g) If subsurface conditions on the Site make it necessary for Us to pier individual sites to a level below what is provided for in our Quote, You agree that We may charge an additional $85 for each metre or part of a metre below that provided in our Quote. You agree this additional work and cost does not require us to provide a Variation Notice.

(h) You must provide Us with proof of your financial capacity to pay for a variation whenever we request.

(i) If You have requested that We provide Additional Works, the fees payable for such Additional Works will be calculated at the rate specified in the Quote for Additional Works. If no rate for Additional Works has been specified in the Quote, We will charge for Additional Works in accordance with the Variation Notice provided to you.

3.3 Security/Charges

(a) By accepting the Quote You charge in Our favour all of your estate and interest in any real property (including the Site) and in any personal property that You own at present and in the future, for payment of all Fees payable to Us under this Agreement.

3.4 Retention of Title

(a) You agree that until You have paid Us our Fees, property and title of all materials associated with undertaking the Works will not pass to You and We retain the legal and equitable title in such materials.

3.5 Prime Cost and Provisional Sums

(a) If the Quote includes any Prime Cost Items or Provisional Sums, You must give Us all necessary written and signed directions that We request regarding the work represented by either a Prime Cost Item or a Provisional Sum, within 2 Business Days of a request.

(b) If the actual cost of a Prime Cost Items or a Provisional Sum is less than the amount allowed, the difference will be deducted from our Fees in the final tax invoice that we deliver to You on completion of the Works.

(c) If You do not provide a direction in accordance with clause 3.5(a), We may at our discretion select and supply an alternative Prime Cost Item as near as reasonably possible in quality to the originally selected Prime Cost Item.

(d) Any estimate of Provisional Sum or Prime Cost Items has been calculated with reasonable care and skill based off of the information You have provided to Us but is an estimate only.

3.6 Evidence of capacity to pay

(a) This Agreement is subject to Us being satisfied of your capacity to pay our Fees.

(b) You must provide us with evidence of your capacity to pay within 14 days of signing this Agreement. If you do not provide us with written evidence as to your financial capacity to pay our Fees by this time, we may terminate this Agreement.

(c) After commencement of the Works, you must provide us with current documents to evidence your ability to pay the Fees.

4. Commencement, Access and Completion

4.1 Commencement

(a) We will commence the Works on the later of:

(i) the Commencement Date; or

(ii) within 10 days of receipt of any requested Deposit, all appropriate building approvals and proof of your financial capacity to pay our Fees under this Agreement.

(b) We will use our best endeavours to bring the Works to Practical Completion by the Date for Practical Completion.

(c) If required under the Act, We will give you a commencement notice within 10 Business Days of starting the Works at the Site stating:

(i) the date the Works started at the Site; and

(ii) the estimated Date for Practical Completion.

4.2 Site Access

(a) You must provide Us with a licence to access the Site Address so that We may undertake the Works from the Commencement Date until the Date of Practical Completion.

(b) Access to the Site must be sufficient to allow Us to undertake the Works.

(c) We will permit You, under Our supervision, to have reasonable access and view any part of the Works, if safe to do so.

(d) You must not unnecessarily interfere with our access to the Site Address.

4.3 Practical Completion

(a) When Practical Completion is reached, We will give You:

(i) a final payment claim and tax invoice (if applicable);

(ii) a notice stating the date the Works have reached Practical Completion; and

(iii) a summary of any minor defects that You have notified us of in writing.

(b) If You consider that the Works have not reached Practical Completion, You must give Us a written notice of those matters which You state are required to be completed for the Works to reach Practical Completion.

5. Representations and Acknowledgements

(a) We will in accordance with this Agreement:

(i) perform our Works with due care and skill;

(ii) act in good faith in the performance of our Works; and

(iii) comply with all laws.

(b) You must:

(i) provide Us with all documentation, materials, information and reasonable assistance that We require to enable Us to deliver our Works;

(ii) ensure that We always have clear and free access to any site or premises that We are required to attend or access in order to deliver our Works;

(iii) pay all Fees, and other amounts to which We are entitled under this Agreement, in the manner and at the time described in any tax invoice, the Quote and these Terms;

(iv) not disparage or comment negatively about Us, our officers and management or any current or former employee of ours, either during the term of this Agreement or at any time following the cessation of this Agreement; and

(v) act in good faith in the performance of your obligations under this Agreement.

(c) You acknowledge that unless specified in the Quote or agreed to in writing, We will not check or report on the performance or accuracy of any services, information, reports, documentation or other content provided by a third party (Third Party Works), nor are we liable or responsible for the adequacy, suitability or workmanship of those works (unless those form part of the Works which we have agreed to deliver to You under this Agreement).

(d) Where our Works are dependent upon the completion of Third Party Works, You agree that our Works will be subject to the accuracy and completeness of those Third Party Works. You release Us from all Claims and Loss that You may suffer or incur due to any inaccuracy, deficiency or error in our Works, that is caused by or results from an error, omission, inaccuracy or other deficiency of any nature in any Third Party Works.

(e) You agree that any dimensions or measurements that We provide as part of our Works are subject to customary industry tolerances.

(f) The Works that We deliver will be complete and accurate as at the date of delivery of the Works. You acknowledge that following delivery of the Works factors may arise that impact upon the ongoing relevance, completeness and accuracy of the Works provided. We will not be responsible for, and You release Us from, all Claims and Loss which may arise as a result of You relying on content, documentation, advice or information that has been provided as part of our Works, which has become inaccurate, incomplete or otherwise deficient, due to a change in circumstances or conditions occurring after the date of delivery of our Works.

6. Intellectual Property

(a) For the purposes of this Agreement intellectual property (Intellectual Property) means all intellectual and industrial property rights and interests throughout the world, including, copyright and analogous rights, confidential information, know-how and all other intellectual property rights as defined in Article 2 of the convention establishing the World Intellectual Property Organisation of 14 July 1967 as amended from time to time.

(b) You acknowledge that We own all Intellectual Property rights in any report, drawings, documentation or other materials (Materials) that We prepare and provide to You in the delivery of our Works. Nothing in this Agreement assigns or transfers to You any Intellectual Property rights in any Materials.

(c) You grant Us a licence to use any information, documentation or other content that you provide to us in the delivery of our Works, and warrant that you have the right to give us that licence.

7. Limitation of Liability, Warranty & Insurances

7.1 Limitation of liability

(a) No part of this Agreement is intended to limit any rights or remedies You may have under the Australian Consumer Law (ACL) or equivalent State and Territory legislation.

(b) You acknowledge and agree that our maximum liability to You arising out of the performance or non-performance of the Works, whether under contract, tort, statute or otherwise, is limited to the cost of rectifying or resupplying the Works provided to You in accordance with the Quote.

Our services come with guarantees that cannot be excluded under the Australian Consumer Law. For major failures with the service, you are entitled:

- to cancel your service contract with us; and

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

You are also entitled to be compensated for any other reasonably foreseeable loss or damage. If the failure does not amount to a major failure you are entitled to have problems with the service rectified in a reasonable time and, if this is not done, to cancel your contract and obtain a refund for the unused portion of the contract.

(d) You release Us from all Claims and Loss in relation to the delivery of the Works, whether under contract, tort, statute or otherwise, at the expiration of the earlier of:

(i) eighteen months from the Practical Completion Date of the Works; and

(ii) the date on which You, or any third party engaged by You, undertake any action in relation to any Site, premises, structure, building or otherwise, which affects or could affect any advice, information, report or opinion that We have provided as part of the delivery of the Works,

and You (and any persons claiming through or under You) will not be entitled to commence or make any Claim against Us (or any of our employees, agents or contractors) in respect of the Works after that date.

7.2 Liquidated Damages

You agree and acknowledge that We are not liable to pay liquidated damages for any delays in the delivery of the Works.

7.3 Warranty

(a) We will carry out the Works with reasonable care and skill, in accordance with the plans and specifications provided by you, and all statutory requirements (including the Building Act 1975 and the Queensland Building and Construction Commission Act 1991). The Works will be fit for their intended purpose.

(b) All materials We use to undertake the Works will be of good quality and suitable for the purpose for which they are used, having regard to the Works.

(d) A warranty mentioned in a section of division 3 of part 3 of Schedule 1B of the Act forms part of this Agreement if the section applies to this Agreement.

(e) A statement of each of the warranties mention in divisions 2 and 3 of Schedule 1B of the Act is set out on the statutory warranties fact sheet from the Queensland Building and Construction Commission, which can be located at https://www.qbcc.qld.gov.au/sites/default/files/Statutory%20Warranties.pdf .

To the extent to which a warranty stated on that page is applicable to this Agreement, the warranty is incorporated into this Agreement.

(f) You acknowledge that except as stated above We do not give any warranty nor accept any liability in relation to the performance or non-performance of the Works specified in the Quote (except as, except to the extent, if any, required by law or specifically provided for in this Agreement). If apart from this clause any warranty would be implied whether by law, custom or otherwise, that warranty is to the full extent permitted by law, hereby excluded.

(g) Nothing in this Agreement may be read or applied so as to purport to exclude, restrict or modify or have the effect of excluding, restricting or modifying, the application of any warranty or guarantee in relation to the supply of any goods or services which by law cannot be excluded, restricted or modified.

7.4 Insurances

(a) Where applicable, We will maintain all policies of insurance relative to completing the Works, required to be effected by Us under any statute or other law or legal requirement (for example Workcover and QBCC Home Warranty Insurance).

(b) We will also maintain a Contract Works Policy for the full insurable value of the Works from the Commencement Date until the expiration of the Defects Liability Period.

(c) We will maintain a public liability policy from the Commencement Date of the Works until the expiry of the Defects Liability Period, covering liabilities to third parties in respect of personal injury, death and loss or damage to property, except the Works, arising out or, or in connection with the Works.

(d) Where We have taken out a statutory insurance policy to cover the Works, a certificate of insurance will be provided to You before the Commencement Date.

(e) You must, at your own cost, maintain Public Liability and Home and Contents insurances during the course of this Agreement.

7.5 Survival

The provisions of this clause 7 survive the termination of this Agreement.

8. Indemnity

(a) You indemnify Us against all liability, loss, damage, costs and expenses, suffered or incurred by Us, arising from or incurred in connection with:

(i) your breach of this Agreement;

(ii) the infringement of any third party rights, including without limitation intellectual property rights, resulting from the use by Us of any Content or other documentation and materials that You have provided to Us;

(iii) any act of fraud or wilful misconduct made by You or made on your behalf; and

(iv) our reliance on any Third Party Works.

(b) The indemnity provided in clause 8(a) will be proportionately reduced to the extent that any damage, cost, expense or loss suffered was contributed to by our direct actions.

9. Term and Termination

9.1 Term

(a) This Agreement will commence upon your acceptance of our Quote in accordance with clause 1, and will terminate upon the later of:

(i) the expiration of the Defects Liability Period;

(ii) expiry of any further period agreed between us, or provided for under in these Terms, for the delivery of the Works; or

(iii) the exercise of a right of termination of a party as provided in these Terms.

9.2 Termination after notice of default

(a) If

(i) a party is in substantial breach of this Agreement; and

(ii) the other party gives notice to the party in breach identifying and describing the breach and stating the intention of the party giving notice to terminate the Agreement, if the breach is not remedied within 10 Business days from the date of giving of the notice; and

(iii) the breach is not remedied within the time specified,

then the party giving that notice may terminate this Agreement by a further written notice given to the party in breach. Upon termination by notice, the provisions relating to indemnity and liability under this Agreement will continue to apply.

(b) A substantial breach by You includes:

(i) failing to produce evidence of your capacity to pay when requested in accordance with clause 3.6;

(ii) failing to pay any Fees that become due and owing in accordance with the stipulated payment terms in the Quote;

(iii) refusing to approve a variation as required under clause 3.2(g);

(iv) substantially or persistently obstructing Us in the performance of the Works under this Agreement.

(i) failing to competently perform the Works under this Agreement;

(ii) failing to provide materials for the Works which comply with this Agreement;

(iii) unreasonably failing to replace or remedy defective work or materials;

(iv) unreasonably failing to perform the Works diligently or unreasonably delaying, suspending or failing to maintain reasonable progress of the Works;

(v) failing to maintain any insurances required by this Agreement;

(vi) failing to hold the current, active and appropriate licence required to perform the Works.

(d) Where this Agreement is terminated pursuant to clause 8.1(b) You acknowledge and agree that:

(i) You are not entitled to a refund of any Fees paid to Us; and

(ii) if You have not already paid to Us our Fees, Disbursements or any other amounts to which We are rightfully entitled under this Agreement, You remain liable to Us for the payment of such amounts, and must make payment of those amounts on demand.

9.3 Termination during Cooling off period

(a) Subject to this clause and Part 5 of the Act, You may withdraw from this Agreement within 5 Business Days (Cooling Off Period) after receiving a signed copy of this Agreement which incorporates the Consumer Building Guide.

(b) In order to withdraw during the Cooling Off Period under section 37 of the Act, You must give Us a written notice advising that You withdraw from this Agreement within the time specified.

(i) You and Us have previously entered into an Agreement on the substantially same terms and services for the same Site Address; or

(ii) You have received independent legal advice about this Agreement before entering into this Contract.

(d) If You withdraw during the cooling off period, You must pay Us the amount of $100 plus any out of pocket expenses reasonably incurred by Us before You withdrew from the Agreement.

9.4 Delay and Extension of Time Claims

(a) If the progress of the Works is delayed as a result of any of the following causes:

(i) a Variation of the Works;

(ii) a failure by You to give a written notice agreeing to the Variation;

(iii) an act or omission by You;

(iv) a Latent Condition;

(v) a breach of this Agreement by You;

(vi) lawful suspension of the Works;

(vii) proceedings being taken, or proceedings being taken, or threatened by, or disputes with, adjoining neighbouring owners or residents’

(viii) an act of prevention by You to access the site or otherwise not outlined in this clause;

(ix) inclement weather;

(x) non-trading period as advised by Us (e.g. Christmas Shutdown);

(xi) industrial action or civil commotion;

(xii) unavailability of any materials necessary to carry out the Works;

(xiii) any other cause not reasonably foreseeable at the date this Agreement is entered into and is beyond our control.

provide You with a written notice of the reason for the delay, the extent of the delay number of extra days required to reach Practical Completion.

(b) Within 10 Business Days of receiving the written notice, You must assess the claim and give note either accepting the claim or rejecting the claim. If approved, You must return a signed copy of the notice to Us.

(c) If You do not provide Us with a written response within 10 Business Days, You will be taken to have approved the request for extension of time.

(d) You will reimburse our reasonable costs of the delay, irrespective of whether You have approved our request for an extension of time.

10. Defects Liability Period

(a) We must make good defects or omissions in the Work carried out by Us, which become apparent within 12 months of the Date of Practical Completion.

(b) If there are any such defects or omissions, You, must, as soon as practicable after becoming aware of the defects or omissions, give Us written notice to make good such defects or omissions and must give Us reasonable access to the Site for that purpose.

(c) Subject to reasonable access being provided, We must within 28 calendar days of the notice being given rectify any defects or omissions notified to Us under this clause during usual business hours.

11. Notices

Any notices given under or in connection with this Agreement:

(a) must be in legible writing and in English;

(b) must be:

(i) sent by email to the designated email address of the relevant party; or

(ii) delivered to the designated physical address of the relevant party.

(i) if delivered by hand, at the time of delivery;

(ii) if sent by post, on the third business day after the day on which it is posted, the first business day being the day of posting; or

(iii) if sent by email, at the time that would be the time of receipt under the Electronic Transactions Act 1999 (Cth.

12. Disputes

(a) If a dispute arises out of or relates to this Agreement (Dispute) a party to the Agreement may not commence any court or arbitration proceedings relating to the Dispute unless it has complied with this clause, except where the party seeks urgent interlocutory relief.

(b) A party claiming that a Dispute has arisen must give a notice (Dispute Notice) to the other party or parties to this Agreement specifying the nature of the Dispute. The parties must then negotiate in good faith to resolve the Dispute expeditiously.

(c) If the Parties do not resolve the Dispute within fourteen (10) Business Days of receipt of the Dispute Notice (or such further period as agreed in writing by them) any party to the Dispute may refer the Dispute to a dispute resolution process administered by the Queensland Building and Construction Commission.

(d) Each party must bear its own costs in connection with resolving the Dispute and the Parties must bear equally the costs of any mediator engaged.

(e) Any information or documents disclosed by a party under this clause must be kept confidential and may not be used except to attempt to resolve the dispute.

13. Personal responsibility

(a) In consideration of our providing the Works, each person who signs our Quote or otherwise gives Us instructions to act in accordance with clause 1 (irrespective of the capacity or authority they had to sign the Quote or to give Us instructions), acknowledges and agrees they are jointly and severally liable for the payment of our Fees as specified in the Quote and this Agreement, as well as any other amount to which We are entitled in accordance with these Terms. Each person agrees to indemnify Us for any loss We suffer because the party named in the Quote does not pay our Fees or the Disbursements to which We are entitled to be reimbursed, for any reason.

(b) You agree that We may accept instructions from those persons who represent to Us that they are authorised to provide instructions on behalf of the party named in the Quote (for example, other directors, business partners, employees, spouses, accountants and other advisers) and that in the case of joint parties named in the Quote, We may act on instructions given by any of the parties named in the Quote.

(c) You acknowledge that We will use and rely primarily on the information provided by You in the performance of our work without having an opportunity to independently verify or assume responsibility for the accuracy or completeness of such information.

14. Workplace Health and Safety

(a) For the purposes of this clause:

(i) WHS Act means the Work Health and Safety Act 2011 (Qld), as amended from time to time;

(ii) WHS Regulation means the Work Health and Safety Regulation 2011 (Qld), as amended from time to time; and

(iii) workplace, inspector, notifiable incident, principal contractor, structure, dangerous goods and regulator have the same meaning as in the Act

(b) in relation to the Works performed by Us, we will:

(i) comply with and discharge all obligations and duties imposed on a person by the WHS Act, the WHS Regulation and any other regulation in connection with health and safety including without limitation obligations imposed on a person who conducts a business or undertaking; and

(ii) accept that it is the principal contractor and the person having management and control of the workplace at which the Works are being undertaken.

(c) We will indemnify you against any claim, action, demand, loss, damage, cost or expense which may be brought against, or suffered or incurred by You as a result of or in connection with:

(i) Any breach of this clause by Us;

(ii) Any breach by Us of our obligations under the Act, the Regulation or any other regulation in connection with health and safety; and

(iii) An enforcement of obligations imposed on the Contractor under the Act, the Regulation or any other regulation in connection with health and safety.

15. Standard Provisions

15.1 Assignment and Subcontracting

(a) You cannot assign, novate or otherwise transfer any of your rights or obligations under this document without our prior written consent.

(b) Subject to any provision to the contrary in the Quote or any other agreement between Us, You acknowledge that We may at any time assign or otherwise deal with our rights under this Agreement or any interest created by this Agreement as We determine and without notice to You.

15.2 Force Majeure Event

(a) A party will not be responsible for a failure to comply with its obligations under this Agreement to the extent that failure is caused by any event beyond the control of the relevant party (Force Majeure Event), provided that the party keeps the other closely informed in such circumstances and uses reasonable endeavours to rectify the situation.

(b) Without limiting any other right to terminate under this Agreement, if a Force Majeure Event affects a party's performance for more than 30 consecutive days, the other party may immediately terminate this Agreement by written notice.

15.3 Goods and Services Tax

(a) Unless otherwise expressly stated, all amounts stated to be payable under this document are exclusive of goods and services tax (GST). If GST is imposed on any supply made under or in accordance with this document, then the GST payable must be paid to the supplier as an additional amount by the recipient of the supply, provided the supplier provides a tax invoice in respect of the taxable supply.

(b) If a party is entitled to be reimbursed or receive compensation for any of its costs, expenses or liabilities then the amount to be paid is to be reduced by the input tax credits to which that party is entitled to receive in relation to those amounts.

15.4 Privacy

(a) We collect your information for the purposes of performing our obligations under this Agreement. You acknowledge and agree that We may disclose your information to our related companies, to credit reporting agencies and other third parties as part of provision of our Works.

(b) You may gain access to your personal information by writing to Us and requesting such access.

15.5 Special Conditions

(a) The Special Conditions (if any), included in the Quote take effect as express terms of the Agreement.

(b) Special Conditions prevail over these general Terms to the extend of any inconsistency.

16. General matters

(a) These Terms may only be varied by a further written agreement signed by or on behalf of each of the parties.

(b) This Agreement contains the entire agreement between the parties about its subject matter. Any previous understanding, agreement, representation or warranty relating to that subject matter is replaced by this Agreement and has no further effect.

(c) Any provision of these Terms that is illegal, void or unenforceable will be severed without prejudice to the balance of the provisions of these Terms which remain in force.

(d) Time is of the essence in respect of each party’s obligations under this Agreement

(e) The non-exercise of or delay in exercising a right of a party will not operate as a waiver of that right, nor does a single exercise of a right preclude another exercise of it or the exercise of other rights. A right may only be waived by written notice signed by the party to be bound by the waiver.

(f) This Agreement is governed by the law in force in the state of Queensland, Australia (Jurisdiction) and each party submits to the non-exclusive jurisdiction of the courts of the Jurisdiction in relation to any proceedings that may be brought at any time relating to this Agreement. Each party irrevocably waives any objection to proceedings being commenced in the Jurisdiction.

17. Definitions

(a) Act means Schedule 1B of the Queensland Building and Construction Commission Act 1991 (Qld).

(b) Business Day means a day that is not a Saturday or a Sunday, or a public holiday, or a rostered day off in the place in which the Works are undertaken.

(c) Claim includes and action, claim, claim for compensation, claim for abatement of any obligation (monetary or otherwise), claim for any cost, counter-claim, demand, proceeding, remedy, right, right of action, set-off and suit and includes r. Claims has a corresponding meaning;

(d) Commencement Date means either:

(i) the commencement date specified in the Schedule; or

(ii) as agreed between Us and You if no date is specified in the Schedule at the time of preparation.

(e) Construction Period means the period stated in the Schedule.

(f) Date for Practical Completion means the date that Practical Completion occurs.

(g) Days means calendar days.

(h) Defects Liability Period means the period commencing on the Day following the Date of Practical Completion and ending on the expiration of the time period stipulated in the Schedule.

(i) Excluded Items means those items of work excluded from the work as detailed in the Schedule.

(j) Latent Condition means any physical condition on or around the Site the buildings or structures on the Site (including but no limited to surface, access, sub-surface conditions and concealed building elements) which differ materially from the physical conditions reasonably expected by Us at the time the Agreement was entered into;

(k) Loss means any loss, cost, expense orr damage suffered, incurred and/or sustained in connection with this Agreement (whether at common law, in equity, under statute or arising in any other manner) either monetary or otherwise;

(l) Owner means the owner’s details outlined in the Schedule. You has a corresponding meaning.

(m) Practical Completion means:

(i) the stage the Works are completed in accordance with this Agreement and all relevant statutory requirements, apart from minor omissions or minor defects, the rectification or completion of which do not prevent the Works from being used for their intended purpose; and

(ii) if You claim there are minor defects, You have provided a list of defects to Us.

(n) Site means the Site Address stipulated in the Schedule. Site Address has a corresponding meaning.

(o) Schedule means the “Standard Terms Schedule” detailed in the Quote.