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© 2019 by DPI VISUAL SOLUTIONS

PROVIDER CLIENT TERMS

These Client Terms, together with any Quote (defined in clause 1), set out the agreement (this 'Agreement') under the terms of which THE TRUSTEE FOR ES CONNECT ABN 45 305 699 669, trading as dpi visual solutions (the ‘Provider’) provides Services and Goods (defined in clause 2) to you or the company which you represent (the 'Client').

  1. QUOTE, THIS AGREEMENT

      1. These Client Terms will apply to all the Client's dealings with the Provider, including being incorporated in all agreements, quotations or orders under which the Provider is to provide goods or services to the Client (each a 'Quote') together with any additional terms included in such Quote (provided such additional terms are recorded in writing).

      2. The Client will be taken to have accepted this Agreement if the Client accepts a Quote, or if the Client orders, accepts or pays for any goods or services provided by the Provider after receiving or becoming aware of this Agreement or these Client Terms.

      3. In the event of any inconsistency between these Client Terms and any Quote, the clauses of these Client Terms will prevail to the extent of such inconsistency, except that any "Special Conditions" (being terms described as such in a Quote) will prevail over these Client Terms to the extent of any inconsistency.

  2. GOODS and SERVICES

      1. In consideration for the payment of the fees set out in the Quote (Fees), the Provider will provide the Client with services set out in a Quote (Services) and/or the goods set out in a Quote (Goods).

      2. Unless otherwise agreed, the Provider may, in its discretion:

        1. not commence work on any Services until the Client has paid any Fees or deposit payable in respect of such Services; and

        2. withhold delivery of Goods or Services until the Client has paid an invoice in respect of such Goods or Services.

  3. CLIENT OBLIGATIONS

    1. PROVIDE INFORMATION, LIAISON AND REASONABLE DIRECTIONS

      1. The Client must provide the Provider with all documentation, information and assistance reasonably required for the Provider to perform the Goods and Services.

      2. The Client agrees to liaise with the Provider as it reasonably requests for the purpose of enabling the Provider to provide the Goods and Services.

      3. The Client must comply with the Provider’s reasonable directions in receiving the Goods and Services.  

    2. COMPLIANCE WITH LAWS

The Client agrees that it will not by receiving or requesting the Goods and Services:

      1. breach any applicable laws, rules and regulations (including any applicable privacy laws); or

      2. infringe the intellectual property rights or other rights of any third party or breach any duty of confidentiality.

    1. USE OF GOODS OR SERVICES - RULES AND REGULATIONS

      1. The Client agrees that it is the Client’s responsibility to ensure that its proposed use of the Goods and Services comply with any applicable laws, rules and regulations, Roads and Maritime rules as well as council rules and regulations, permits and including by ensuring that the Client has all necessary council consents and the necessary approvals from any other authority.

      2. The Provider makes no representations about the Goods or Services complying with any such laws, rules or regulations.

      3. The Client releases the Provider from any loss or damage which arises out of the Client’s use of the Goods or Services, or proposed use, failing to comply with any law, rule, regulation or consent.

    2. GOODS

In respect of any Goods the Provider provides to the Client, the Client must comply at all times with the documentation provided with the Goods, and provided on the Provider’s website at www.dpivisual.com.au (Documentation). The Client is responsible for all ongoing maintenance of Goods once they have been provided to the Client.

    1. SERVICES

      1. The Client must:

        1. ensure that no person other than the Provider’s personnel move, or in any way handle or alter, items being the subject of the Services, until such services are complete. The Client indemnifies the Provider in respect of any and all loss or damage that arises from or in connection to the Client’s personnel, or any other third party, moving, or in any way handling or altering, any such items;

        2. provide the Provider with all relevant details before the date of a relevant Service, including by providing the service address (to be accepted by the Provider), details of the property and/or vehicle on which the Services are to be performed, details of any obstacles to such Services and any other details which the Provider reasonably ought to be aware of in order to perform the Services;

        3. ensure that, on the date and at the time the Services are to be provided, the property, vehicle(s) and any other items being the subject of the Services, are easily accessible, organised, positioned and located in accordance with the relevant Documentation, the Provider’s instructions and the Quote; and

        4. ensure that, on the date the Services are to be provided, no third party tradespeople or other providers are on site at the service location. The Client releases the Provider from any liability which arises out of or in connection to the Provider cancelling the Services in accordance with this Agreement, including in relation to any third party the Providers who were postponed or not booked due to the proposed date of the Services.

      2. Without limiting any other clause of this Agreement, if the Client breaches any part of clause 3.5(a): 

        1. the Provider may, at its option:

          1. charge the Client an additional amount for the Services, specified by the Provider (acting reasonably), on invoice to the Client; or

          2. elect not to perform the Services; and

        2. the Client grants to the Provider a licence to enter its property to rectify the breach and perform the Services, at the Provider’s option. The Client acknowledges that a breach of clause 3.5(a) will affect the Provider’s ability to perform the Services and the Client releases the Provider from any and all liability arising out of reasonable damage to the Client’s premises or property caused by the Provider carrying out the Services or rectifying the Client’s breach of clause 3.5(a).

      3. The Client must, during the Services, supervise such Services and ensure that no damage is caused to its premises or personal property as part of the Services, and the Client releases the Provider from any such loss or damage arising out of the Services, to the extent that it is caused or contributed to by the Client’s failure to supervise in accordance with this clause, or by the Client’s failure to comply with any other clause of this Agreement.

  1. PAYMENT

    1. FEES

The Client must pay to the Provider fees in the amounts and at the times set out in the Quote or as otherwise agreed in writing.

    1. INVOICES

Unless otherwise agreed in the Quote:

      1. if the Provider issues an invoice to the Client, payment must be made by the time(s) specified in such invoice; 

      2. in all other circumstances, the Client must pay for all goods and services within 2 weeks of receiving an invoice for amounts payable; and

      3. the Client must not set off any money alleged to be owing by the Provider against money due by the Client to the Provider.

    1. FAILURE TO PAY

If the Client does not pay for any Goods or Services on or before the due date for payment:

      1. or the Client otherwise fails to comply with this Agreement, or with the terms of any sale credit that has been extended to the Client, the Provider reserves the right to revoke such credit and demand immediate payment before any further shipment of Goods or provision of Services;

      2. the Client must pay the Provider interest at the rate of 12% per annum on each amount outstanding, from the due date for payment to the date on which the payment is received by the Provider;

      3. the Client authorises the Provider, its employees and agents to enter any premises occupied by the Client or any other place where relevant Goods are located and use reasonable force to retake possession of those Goods without liability for trespass or any reasonable damage;

      4. the Provider may at its option keep or resell Goods retaken from the Client; and

      5. if the Client sells Goods or items into which the Goods are incorporated before payment in full to the Provider, the Client acknowledges that such sale is made by the Client as bailee for and on behalf of the Provider, to hold the proceeds of sale on trust for the Provider, in an account in the name of the Provider, and the Client must pay that amount to the Provider on demand.

    1. PAYMENT METHOD

The Client must pay Fees using the fee payment method specified in the Quote.

    1. EXPENSES

Unless otherwise agreed in writing any third party costs reasonably incurred by the Provider in the course of performing the Services may be billed to the Client, unless specifically otherwise provided for in the Quote.

    1. GST

Unless otherwise indicated, amounts stated in a Quote do not include GST. In relation to any GST payable for a taxable supply by the Provider, the Client must pay the GST subject to the Provider providing a tax invoice.

    1. CARD SURCHARGES

The Provider reserves the right to charge credit card surcharges in the event payments are made using a credit, debit or charge card (including Visa, MasterCard, American Express or Diners Club).

    1. ONLINE PAYMENT PARTNERS

The Provider may use third-party payment Providers (Payment Providers) to collect payments for Goods or Services. The processing of payments by the Payment Provider will be, in addition to this Agreement, subject to the terms and conditions and privacy policies of the Payment Provider and the Provider is not liable for the security or performance of the Payment Provider. The Provider reserves the right to correct, or to instruct our Payment Provider to correct, any errors or mistakes in collecting your payment.

  1. PURCHASE ORDERS AND PRICING ERRORS

    1. OFFER TO PURCHASE

If the Client has submitted an order for purchase of a Good or Service using the functionality of the Provider’s website, or via email, or by any other means, (Purchase Order), the Client represents and confirms that they:

      1. have the legal capacity and are of sufficient age to enter into a binding contract with the Provider; and

      2. are authorised to use the debit or credit card included in the order.

Submitting a Purchase Order constitutes the Client’s intention and offer to enter into a contract, where the Provider will provide the Client with the Goods and/or Services the Client has ordered in exchange for payment of the total amount listed upon checkout. A contract is not formed until the Provider has approved the Client’s payment and the Client receives an email from the Provider confirming that the order is being processed or has otherwise been accepted.

    1. PRICING ERRORS

In the event that the Provider discovers an error or inaccuracy in the price at which a Purchase Order was submitted (including shipping prices), the Provider will attempt to contact the Client and inform them of this as soon as possible. The Client will then have the option of purchasing their order at the correct price, or cancelling the order. If the Client chooses to cancel their order and payment has already been debited, the full amount will be credited back to the original method of payment.

  1. CANCELLATION

The Provider reserves the right to cancel the Client’s order for any reason, and will notify the Client of this as soon as possible. Where payment has already been debited, the full amount will be credited back to the original method of payment.

  1. SPECIFIC SERVICES

    1. GRAPHIC DESIGN SERVICES

      1. If, in its provision of the Services, the Provider is required to create any design, original typeface or logo, including any mock up or preliminary drawing or design (Graphic Design):

        1. the Provider retains all rights in relation to that Graphic Design until the Provider receives full and final payment of all fees owed in relation to it (in accordance with clause 11);

        2. the Provider may, at its discretion, license any Graphic Design to be used by the Client or any third party. Any such licence is not and does not form part of this Agreement;

        3. if, in the provision of the Graphic Design Services, the Provider is required to use material belonging to a third party, then the Client must acquire a licence to use such designs, whether for a fee or otherwise;

        4. the Provider makes no warranties regarding retaining any Deliverables after they have been provided to the Client, and reserves the right to dispose of such Deliverables; and

        5. preliminary drawings or designs are for general reference only and do not form part of this Agreement.

    2. VEHICLE WRAP SERVICES

      1. If, in the provision of Goods or Services, the Provider is required to apply the Goods or Services to a vehicle (Vehicle Wrap Services):

        1. the Client warrants that the vehicle being the subject of the Vehicle Wrap Services (Vehicle) is:

          1. exclusively factory painted, (has not been painted with anything other than factory paint);

          2. clean, dry, free from grease, dirt, wax, oil (if the vehicle is bought to the Provider dirty a cleaning fee will be charged);

          3. free from any existing graphics (if there are existing graphics, the Provider will charge additional fees for the removal of graphics);

          4. accessible and safe to perform the Vehicle Wrap Services on; and

          5. in a suitable condition to perform the Vehicle Wrap Services on;

        2. the Client agrees that the Vehicle Wrap Services do not include any repair services to the Vehicle, for example any paint chip repairs or removal of dents; and

        3. the Client releases the Provider from any loss or damage arising out of the removal or installation of any vehicle wrap or similar applied to the Vehicle as part of the Vehicle Wrap Services. The Client agrees that removing vehicle wrap or reversing the Vehicle Wrap Services may result in some incidental damage to the vehicle including but not limited to scuffing, marks, or damage to painted services.

        4. The Provider does not warrant Vehicle Wrap Services on any non-exclusively factory painted vehicles.

      2. If the Client breaches any part of clause 7.2(a): 

        1. the Provider reserves the right to not perform the Vehicle Wrap Services, or to charge a reasonable additional amount for the Vehicle Wrap Services; 

        2. the Client releases the Provider from any loss or damage that may arise out of such breach; and

        3. if the Provider provides the Vehicle Wrap Services, notwithstanding that the Vehicle does comply with the warranties in clause 7.2(a)(i), the Client releases the Provider from any loss or damage to the Vehicle which may arise out of the Provider performing such Vehicle Wrap Services.

      3. The Provider reserves the right to not perform the Vehicle Wrap Services for any reason on any vehicle .

  2. SERVICEs – Timing AND CHANGES 

    1. TIMING

      1. As part of the Quote or in the course of the Provider performing the Services, the parties may agree a schedule for providing certain Services and Deliverables, including estimated dates of completion, deadlines or schedules (Schedules).

      2. The Provider will use its best efforts to meet these Schedules, however these are subject to change if unforeseen complexities arise. In these cases, the Provider will use its best efforts to minimise the impact of such changes.

      3. The Provider reserves the right to revise Schedules in the event that the delay is caused by the Client's failure to provide timely feedback or other information reasonably requested by the Provider in order to perform the Services.

    2. CHANGES

      1. The Client must pay additional service fees for changes to Services requested by the Client which are outside the scope set out in the relevant Quote (Changes).

      2. Unless otherwise agreed in writing, the Provider may at its discretion extend or modify any delivery schedule or deadlines for the Services as may be reasonably required by such Changes.

    3. FREE REVISIONS

      1. If the Services include free revisions, such revisions must be requested by the Client promptly and only include revisions that in the sole discretion of the Provider are not significant in nature.

      2. The Client must provide feedback on any amendments carried out by the Provider as a result of the requested revisions within a month of receiving the amendments.

  3. GOODS

    1. DELIVERY AND SHIPPING

      1. (Delivery) For Goods to be delivered, the Provider may charge you for delivery at any time (notwithstanding that it may not have previously done so). Where prices are stated as inclusive of delivery, delivery is to the delivery point specifically accepted by the Provider.

      2. (Shipping) All delivery times provided to the Client are estimates only and are subject to postal delays and reasons beyond the Provider’s control. The Provider does not warrant or make any representation that the Client’s order will be delivered within the times indicated. The Provider will not be liable for any loss or damage suffered as a result of or in connection with late deliveries.

      3. (Accepting delivery) The Client must provide the Provider with all relevant delivery details when submitting a Purchase Order, or accepting a Quote, including by providing the delivery address, details of the space in which the relevant Goods are to be dropped or installed, details of any obstacles to such Goods’ installation and any other details which the Provider reasonably ought to be aware of in order to deliver and/or install the relevant Goods.

      4. (Redelivery costs) The Client agrees that it must pay reasonable redelivery costs (as reasonably specified by the Provider and invoiced to the Client) if redelivery is necessary to complete delivery or installation of Goods, and if the original failed delivery or installation was caused or contributed to by the Client not providing the Provider with sufficient details in accordance with clause 9.1(c) above.

      5. (Installation) The Provider may be able to assist the Client with installation of some Goods. If the Provider does, risk in the Goods will not be affected and the Client continues to assume risk in the Goods once delivered. The Client agrees that it is their responsibility to supervise such installation and ensure that no damage is caused to the premises or any personal property as part of the installation, and the Client releases the Provider from any such loss or damage arising out of installation of the Goods.

      6. (Client obligations) If the Provider provides delivery, redelivery or installation services under this clause 9.1(f), or Services, the Client agrees:

        1. you must: 

          1. co-operate with the Provider in receiving such services;

          2. comply with the Provider’s reasonable directions in this regard;

          3. provide the Provider with all documentation, information and assistance reasonably required for the Provider to perform such services;

          4. ensure that any delivery or installation performed by the Provider has been notified to any necessary regulatory, governmental or other authorities or other relevant third parties and that all necessary consents or authorisations have been obtained. The Client releases the Provider from any loss or damage which arises out of the Client’s failure to obtain any such consent or authorisation;

          5. pay any fees associated with any necessary consents or approvals, and do all things necessary to maintain any such consents or approvals;

          6. liaise with the Provider as it reasonably requests for the purpose of enabling the Provider to provide such services; and

          7. pay additional service fees for changes to such services requested by you which are outside the scope originally agreed; 

        2. to pay the Provider for such services in the amounts and at the times specified in any relevant invoice issued to the Client by the Provider.

    2. TITLE AND RISK

      1. (Title) Until the price of Goods is paid in full, title in those Goods is retained by the Provider.

      2. (Risk) Risk in the Goods will pass to the Client on delivery. Delivery must not be refused by the Client.

    3. CUSTOMS AND DUTIES

The Provider reserves the right to refuse international orders. Approved international orders may be subject to customs and import duties upon reaching its country of destination. The Client will be responsible for paying all customs and import duties and acknowledge that failure to pay may result in your order being held at customs. the Provider will not be liable for any costs the Client may incur in having their order released from customs, including reimbursing the Client for any customs or import duties they may pay.

  1. ACCREDITATIONS

Unless otherwise agreed in writing:

      1. all displays or publications of any deliverables provided to the Client as part of the Services (Deliverables) must, if requested by the Provider, bear an accreditation and/or a copyright notice including the Provider’s name in the form, size and location as directed by the Provider; and

      2. the Provider retains the right to describe the Services and reproduce, publish and display the Deliverables in the Provider’s portfolios and websites, and in galleries, design periodicals and other media or exhibits for the purposes of recognition of creative excellence or professional advancement, and to be credited with authorship of the Services and Deliverables in connection with such uses.

  1. INTELLECTUAL PROPERTY

    1. CLIENT CONTENT

The Client grants to the Provider (and its subcontractors, employees or agents) a non-exclusive, royalty free, non-transferable, worldwide and irrevocable licence to use the Client Content to the extent reasonably required to provide any Goods and perform any Services.

The Client:

      1. warrants that the Provider's use of Client Content as contemplated by a Quote will not infringe any third-party Intellectual Property Rights; and 

      2. will indemnify the Provider from and against all losses, claims, expenses, damages and liabilities (including any taxes, fees or costs) which arise out of any such infringement.

    1. PROVIDER IP AND DEVELOPED IP

Unless otherwise expressly agreed in a Quote, the Client will not under these terms or any Quote acquire Intellectual Property Rights in any Provider IP. 

Any Developed IP will be solely and exclusively owned by the Provider upon its development. The Provider will transfer ownership in the Developed IP to the Client:

      1. once the Provider receives full and final payment of all fees associated with the Goods and/or Services that the Developed IP was created in relation to; 

      2. to the extent that the Provider can transfer such ownership, as the Developed IP may incorporate material that is the subject of a licence, in which case the Provider will grant an equivalent licence to the Client; and

      3. provided that the Client has not breached any part of this Agreement.

    1. DEFINITIONS

For the purposes of this clause 11:

      1. "Client Content" means any documents or materials supplied by the Client to the Provider under or in connection with this agreement or a Quote, including any Intellectual Property Rights attaching to those materials.

      2. "Developed IP" means the Deliverables provided to the Client. 

      3. "Provider IP" means all materials owned or licensed by the Provider that is not Developed IP and any Intellectual Property Rights attaching to those materials.

      4. "Intellectual Property Rights" means any and all present and future intellectual and industrial property rights throughout the world, including copyright, trade marks, designs, patents or other proprietary rights, confidential information and the right to have information kept confidential, or any rights to registration of such rights whether created before or after the date of this agreement, whether registered or unregistered.

  1. RETURNS AND EXCHANGES

    1. RETURN

      1. Returns of Goods will only be accepted if the Goods are faulty and the Client complies with the provisions of this clause 12, or: 

        • the Goods are new and unused (Original Condition);

        • the Goods are returned within 10 business days of the Client receiving it; and

        • the Provider agrees in writing to accept return of the Goods.

      2. (Change of mind return) The Provider does not accept change of mind returns.

    1. CLIENT ENTITLEMENTS

      1. Our goods and services come with guarantees that cannot be excluded under the Australian Consumer Law. For major failures with the service, the Client is entitled:

        1. to cancel their service contract with the Provider; and

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

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

    2. RETURNS & EXCHANGES

If the Client fails to comply with the provisions of this clause in respect of defective Goods, the Provider may, in its discretion, issue only a partial refund or no refund in respect of such defective Goods, provided that nothing in this clause is intended to limit the operation of any manufacturers' warranties which the Client may be entitled to or any of the Client’s rights which cannot be excluded under applicable law.

  1. THIRD PARTY GOODS AND SERVICES

      1. Any Service that requires the Provider to acquire goods and services supplied by a third party on behalf of the Client may be subject to the terms & conditions of that third party (Third Party Terms), including 'no refund' policies.

      2. The Client agrees to familiarise itself with any Third Party Terms applicable to any such goods and services and, by instructing the Provider to acquire the goods or services on the Client’s behalf, the Client will be taken to have agreed to such Third Party Terms.

  2. WARRANTIES

      1. To the maximum extent permitted by applicable law, all express or implied representations and warranties (whether relating to fitness for purpose or performance, or otherwise) not expressly stated in this Agreement or a Quote are excluded. Any subcontractor or personnel of the Provider are not authorised to make warranties on the Provider behalf.

      2. Where any law (including the Competition and Consumer Act 2010 (Cth)) implies a condition, warranty or guarantee which may not lawfully be excluded, then, to the maximum extent permitted by applicable law, the Provider's liability for breach of that non-excludable condition, warranty or guarantee will, at the Provider's option, be limited to:

        1. in the case of goods, their replacement or the supply of equivalent goods or their repair; and

        2. in the case of services, the supply of the services again, or the payment of the cost of having them supplied again.

  3. LIMITATION OF LIABILITY

      1. To the maximum extent permitted by law, the Provider's liability for all claims in aggregate (whether those claims be for breach of contract, negligence or otherwise, and whether those claims are for economic loss, or for personal injury or other damage) arising under or in connection with this Agreement:

        1. is totally excluded, to the extent it concerns liability for indirect, special and consequential damages, and damages (whether direct or indirect) reflecting loss of revenue, loss of profits and loss of goodwill (except to the extent this liability cannot be excluded under the Competition and Consumer Act 2010 (Cth)); and

        2. is limited, in relation to other liability, to the total money paid to the Provider under this Agreement as at the date the event giving rise to the relevant liability occurred (or, where there are multiple events, the date of the first such event).

Nothing in this Agreement is intended to limit the operation of the Competition and Consumer Act 2010 (Cth)

      1. (No advice) All information provided by the Provider on its website or as part of providing Goods or Services is general information about its products and services. No such information is intended to be professional advice of any kind and should not be relied on as such. You should obtain specific business, financial, legal or other professional advice before relying on the content of the information the Provider provides you. By not seeking such advice, the Client accepts the risk that the information the Provider provides may not meet the specific needs of their business.

  1. INDEMNITY

The Client indemnifies the Provider from and against all losses, claims, expenses, damages and liabilities (including any taxes, fees or costs) which arise out of:

      1. any breach of this Agreement by the Client or its personnel; or

      2. any negligent, fraudulent or criminal act or omission of the Client or its personnel.

  1. SUBCONTRACTING

The Provider may subcontract any aspect of providing the Goods or Services and the Client hereby consents to such subcontracting.

  1. TERMINATION

    1. TERMINATION BY THE PROVIDER

The Provider may terminate this Agreement in whole or in part immediately by written notice to the Client if:

      1. the Client is in breach of any term of this Agreement; or

      2. the Client becomes subject to any form of insolvency or bankruptcy administration.

    1. TERMINATION BY THE CLIENT

The Client may terminate this Agreement in whole or in part by written notice to the Provider if: 

      1. the Provider has committed a material breach of this Agreement and has failed to remedy the breach within 30 days after receiving written notice from the Client; or

      2. the Provider consents to such termination, subject to the Client's fulfillment of any pre-conditions to such consent (for example, payment of a pro-rata portion of the agreed fees).

    1. EFFECT OF TERMINATION

Upon termination of this Agreement, the Client must promptly pay (at the Provider's request):

      1. any payments required by the Provider to third party suppliers or the Providers to discontinue their work;

      2. the Provider's standard fees in relation to work already performed; and/or 

      3. an equitable amount by way of profit margin on the preceding items.

    1. SURVIVAL

Any provision of this Agreement which, by its nature, would reasonably be expected to be performed after the termination, shall survive and be enforceable after such termination, including without limitation clauses 3 – 19 and 21.

  1. DISPUTE RESOLUTION

      1. The parties must, without delay and in good faith, attempt to resolve any dispute which arises out of or in connection with this Agreement prior to commencing any proceedings.

      2. If a party requires resolution of a dispute it must immediately submit full details of the dispute to the chief executive officer of the other party or, if the party is an individual, that individual.

      3. The parties acknowledge that compliance with this clause 19 is a condition precedent to any entitlement to claim relief or remedy, whether by way of proceedings in a court of law or otherwise in respect of such disputes, except:

        1. in the case of applications for urgent interlocutory relief; or

        2. a breach by another party of this clause 19.

  2. NOTICES

    1. FORM OF NOTICE

A notice or other communication to a party under this Agreement must be:

      1. in writing and in English; and

      2. addressed to that party to:

        1. the postal address of that party; or 

        2. the email address of that party that has been regularly used by the parties to correspond during the term of this Agreement (unless such email address is known to be inactive by the party giving notice).

    1. HOW NOTICE MUST BE GIVEN

A notice must be given by one of the methods set out in the table below and is regarded as given and received at the time set out in the table below.

Method

When Notice is regarded as given and received

By hand

On delivery

By pre paid post in the same country

On the third business day after the date of posting

By pre paid post in another country

On the fifth business day after the date of posting by airmail

By email to the nominated email address

Unless the party sending the email knows or reasonably ought to suspect that the email and the attached communication were not delivered to the addressee's domain specified in the email address, 24 hours after the email was sent.

 

  1. FORCE MAJEURE

    1. If a party (Affected Party) becomes unable, wholly or in part, to carry out an obligation under this agreement or a Proposal (other than an obligation to pay money) due to an event beyond its reasonable control (Force Majeure), the Affected Party must give to the other party prompt written notice of:

      1. reasonable details of the Force Majeure; and

      2. so far as is known, the probable extent to which the Affected Party will be unable to perform or be delayed in performing its obligation. 

    2. Subject to compliance with clause 21.1, the relevant obligation will be suspended during the Force Majeure to the extent that it is affected by the Force Majeure.

    3. The Affected Party must use its best endeavours to overcome or remove the Force Majeure as quickly as possible.

  2. GENERAL

    1. GOVERNING LAW

This Agreement is governed by the law applying in New South Wales, Australia

    1. JURISDICTION

Each party irrevocably submits to the exclusive jurisdiction of the courts of New South Wales, Australia and courts of appeal from them in respect of any proceedings arising out of or in connection with this Agreement. Each party irrevocably waives any objection to the venue of any legal process on the basis that the process has been brought in an inconvenient forum.

    1. ASSIGNMENT

A party cannot assign, novate or otherwise transfer any of its rights or obligations under this Agreement without the prior consent of each other party (such consent not to be unreasonably withheld).

    1. RELATIONSHIP

      1. Nothing contained in this Agreement creates an agency, partnership, joint venture or employment relationship between the Provider and the Client or any of their respective employees, agents or contractors.

      2. Neither party nor any person acting on its behalf may hold itself out as being entitled to contract or accept payment in the name of or on account of the other party.

    2. AMENDMENTS

This Agreement may only be amended by a document signed by each party.

    1. WAIVER

No party to this Agreement may rely on the words or conduct of any other party as a waiver of any right unless the waiver is in writing and signed by the party granting the waiver.

    1. FURTHER ACTS AND DOCUMENTS

Each party must promptly do all further acts and execute and deliver all further documents required by law or reasonably requested by another party to give effect to this Agreement. 

    1. ENTIRE AGREEMENT

This Agreement embodies the entire agreement between the parties and supersedes any prior negotiation, conduct, arrangement, understanding or agreement, express or implied, in relation to the subject matter of this Agreement.

Note. There have been changes to the National Construction Code regarding the installation of flammable materials on the walls of buildings. DPI Visual Solutions cannot provide advice in relation to the suitability of our signage where building regulations need to be met. DPI Visual Solutions advise that you seek your own independent legal advice before installing any Materials on your wall or building.