Standard Terms and Conditions

These are Blutec’s Standard Terms and Conditions. They apply to all works carried out by Blutec Waterproofing and prevail over any purchase order, tender or customer terms. A customer is bound by them on accepting a quote, directing Blutec to commence, giving access to the site, making a payment or signing a copy. Download the PDF — if the two ever differ, the signed PDF prevails.

These Standard Terms and Conditions (Terms) govern the provision of waterproofing and related goods and services (the Works) by Blutec for a Customer engaging Blutec to provide those Works. These Terms, together with the other Engagement Documents, form the Contract between Blutec and the Customer. The Customer accepts these Terms, and is bound by them on the earlier of accepting a Quote, directing Blutec to commence the Works, giving Blutec access to the Site to commence the Works, making any payment for the Works or signing a copy of the Terms.

1. The Contract

(a): The Contract comprises the following:

i.: these Terms;
ii.: any Work Order issued or accepted in respect of the Works;
iii.: Blutec’s Quote (if any);
iv.: the Schedule of Rates; and
v.: any approved Variation. (“Engagement Documents”)

(b): Subject to subclause (c), to the extent there is any ambiguity or inconsistency between the Engagement Documents, they take precedence in the order listed in subclause (a).
(c): Where the Works qualify as domestic building work requiring the parties enter a regulated domestic building contract, the Engagement Documents additionally include the domestic building contract which will prevail to the extent of any ambiguity or inconsistency with the other Engagement Documents. These Terms do not replace, and must not be used in place of, a regulated domestic building contract.
(d): These Terms prevail over any terms put forward by the Customer, including any terms contained or referred to in a purchase order, tender, request, instruction or the Customer’s own terms and conditions. That Blutec commences or carries out the Works will not be treated as Blutec accepting any terms put forward by the Customer. No such terms are binding on Blutec unless Blutec expressly accepts them in writing.
(e): If the Customer identifies any ambiguity, discrepancy, error or inconsistency in the Engagement Documents they must promptly notify Blutec in writing. Blutec will, within a reasonable time, give the Customer a written direction resolving the matter. Any additional work or change arising from that direction is treated as a Variation.
(f): Blutec carries out the Works as an independent contractor. Nothing in the Contract creates a partnership, joint venture, agency or employment relationship between the parties.
(g): Where the Customer is a consumer, home-owner or owner builder additional statutory protections may apply, including:

i.: consumer guarantees and unfair contract term protections under the Australian Consumer Law;
ii.: statutory warranties, deposit limits and various cooling off rights under the QBCC Act; and and nothing in these terms limits or excludes those protections to the extent the law forbids their limitation or exclusion.

2. Standard of the Works

(a): Blutec will carry out and complete the Works:

i.: with reasonable care and skill;
ii.: using materials reasonably fit for their intended purpose, unless the Customer specifies or supplies other materials;
iii.: in accordance with the requirements of the National Construction Code;
iv.: in accordance with the Engagement Documents; and
v.: in compliance with all applicable laws.

(b): Blutec warrants that it is suitably qualified, competent and experienced to carry out the Works and it holds all licences and registrations required by law required under the QBCC Act.
(c): Blutec may carry out the Works using its own employees, its subcontractors, or both, and may subcontract any part of the Works.
(d): Blutec is not responsible for, and gives no warranty or assurance in respect of:

i.: any design, specification, drawing, instruction, calculation or methodology provided or specified by the Customer or its consultants;
ii.: any material, plant or equipment supplied or specified by the Customer, including any membrane or waterproofing system specified by the Customer;
iii.: the condition, structural adequacy, falls, drainage or preparation of substrates and surfaces prepared by others;
iv.: the work of the Customer or any Other Contractor;
v.: Works carried out at the Customer’s insistence against Blutec’s recommendation; or
vi.: the condition of the Site, access to the Site and any information about the Site, to the extent represented or provided by the Customer, and the Customer must not rely on Blutec in respect of any of those matters unless Blutec has agreed in writing to accept that responsibility.

(e): Any inspection, review, comment, approval or direction by the Customer does not relieve the Customer of responsibility for the matters in subclause (d) nor constitute acceptance by Blutec of responsibility for them.
(f): Where Blutec carries out the Works in accordance with a design, specification, instruction or methodology provided or specified by the Customer, Blutec is not liable for any defect or loss arising from that design, specification, instruction or methodology.
(g): Where waterproofing certification is required, Blutec will provide a Form 43 (or other applicable certificate) for the waterproofing Works on completion of the Works and receipt of full payment by the Customer.
(h): Blutec will only rectify waterproofing originally carried out by others where agreed in writing. Where Blutec is engaged to carry out rectification, remedial, investigation or repair works as part of the Works, Blutec’s responsibility is limited to the specific scope of works set out in the Engagement Documents.
(i): Blutec otherwise does not warrant, and is not responsible for, any existing waterproofing, previous workmanship, membranes, substrate condition, hidden defects or existing leaks. The Customer acknowledges existing leaks may have more than one cause and rectification by Blutec does not guarantee the area, building element or previous system unless expressly stated in writing.
(j): Any further investigation, demolition, drying, substrate preparation, repair, replacement or re- waterproofing identified or required after the Commencement Date is a Variation.
(k): Blutec does not identify, remove, handle or dispose of asbestos or other hazardous materials. Asbestos, contamination, mould, lead, silica, chemical residue and other hazardous materials are excluded from the Works. The Customer is responsible for arranging their safe removal by a suitably qualified and licensed contractor and for the associated cost, delay, clearance and make safe works, before the Works proceed.
(l): Blutec carries out flood testing of completed waterproofing only where it is expressly included in the Engagement Document. Where flood testing is required, it must occur after the membrane has cured in accordance with the manufacturer’s product data sheet and before the membrane is covered. Unless expressly stated in writing, arranging, supervising and documenting any flood test is the responsibility of the Customer, builder or principal contractor.

3. Pre-commencement and Access

(a): Before Blutec is required to commence the Works, the Customer must:

i.: where a deposit is required by Blutec, pay the deposit;
ii.: provide all information, drawings, specifications, approvals, permits, services and free-issue materials reasonably necessary for Blutec to carry out the Works;
iii.: provide Blutec with safe, clear and unobstructed access to the Site and to all areas reasonably necessary for Blutec to carry out the Works;
iv.: ensure that substrates and surfaces are structurally sound, set to the correct falls and prepared by others ready to receive waterproofing and that penetrations, drains, hobs, set downs and services are in place and correctly located; and
v.: arrange and pay for any Site induction, or Customer or third-party training, required for Blutec to access the Site.

(b): Blutec will commence the Works on the sooner of the Commencement Date or within a reasonable time after the Customer has done the things required by clause 3(a).
(c): If access or any other thing required under clause 3(a) is not provided by the Commencement Date, or is provided in an incomplete or defective form, Blutec is entitled to an extension of time and to recover from the Customer its additional costs, including standby, idle time, abortive call out, remobilisation and demobilisation, in accordance with the Schedule of Rates.
(d): The Customer warrants that it has the right to grant Blutec, and those engaged by Blutec, access to the Site for the purpose of carrying out the Works.

4. Care of the Works and Risk

(a): Blutec is responsible for the care of that part of the Works it has carried out until Practical Completion, but only to the extent of loss or damage caused by the negligent act or omission of Blutec or those for whom Blutec is responsible.
(b): After Blutec applies the waterproofing membrane the Customer is responsible for protecting it and ensuring it is not penetrated, trafficked, covered or otherwise damaged by any person or thing before it is appropriately protected or covered. Blutec is not responsible for any defect, leak or damage caused by the Customer’s failure to protect the membrane or other completed Works.
(c): The Customer is responsible for:

i.: the Site and everything on or in it, including existing structures, plant, equipment, services and materials including the Works;
ii.: loss of or damage to the Works, or to any property, caused by the Customer, an Other Contractor, or any matter outside Blutec’s reasonable control; and
iii.: the care and maintenance of the Works after Practical Completion.

(d): Blutec is not liable for loss of or damage to the Works, the Site or any property of the Customer or any third party to the extent it is caused or contributed to by the Customer, an Other Contractor, incomplete or defective information or materials provided or specified by the Customer or an Excepted Risk.
(e): Where loss or damage is caused by an Excepted Risk, any rectification carried out by Blutec at the Customer’s direction is a Variation.

5. Time for Completion

(a): Blutec will use reasonable endeavours to complete the Works by the Date for Practical Completion.
(b): The Date for Practical Completion is subject to extension in accordance with clause 19.
(c): Liquidated damages are not payable by Blutec unless a rate for liquidated damages is expressly set out in the Work Order and agreed in writing by Blutec. If liquidated damages are agreed, they:

i.: are the Customer’s sole and exclusive remedy for late completion of the Works;
ii.: accrue only for the period after the Date for Practical Completion, as extended under clause 19, up to the actual date of Practical Completion that is attributable to Blutec; and
iii.: are capped at the maximum amount stated in the Work Order and, in any event, must not exceed 5% of the Contract Price.

(d): Blutec is not liable for liquidated damages, or for any other liability for late completion, for any delay caused by the Customer or an Other Contractor, or for any matter that entitles Blutec to an extension of time.

6. Programming and Adverse Weather

(a): Blutec will provide reasonable information about the programming of the Works on the Customer’s reasonable written request. Any programme provided by Blutec is indicative only and does not impose a fixed obligation on Blutec unless agreed in writing.
(b): Where Blutec attends the Site and the Works cannot proceed or are cancelled or suspended for any material length of time because of weather, Site conditions, an act or omission of the Customer or an Other Contractor, Blutec is entitled to payment at the applicable rates for the hours its personnel and plant attend the Site, together with any associated standby, remobilisation and demobilisation costs.
(c): Blutec is entitled to an extension of time for delay caused by inclement weather or conditions resulting from inclement weather.

7. Payment

(a): On Blutec issuing an invoice, the Customer must pay Blutec the amounts calculated using the Schedule of Rates, or as otherwise specified in the Work Order or Quote, plus GST, for the Works carried out by Blutec as set out in the invoice.
(b): Where all or part of the Works are Construction Work:

i.: an invoice issued by Blutec constitutes a payment claim under the BIF Act;
ii.: Blutec may submit a payment claim at monthly intervals, or at such other intervals as are stated in the Work Order, for the Works carried out, together with any amounts for Variations, delay costs and other amounts due to Blutec under the Contract;
iii.: the Customer must pay the amount claimed in full within the period stated in the Work Order or invoice and, in any event, within any maximum period required by, and otherwise in accordance with, the BIF Act; and
iv.: Blutec will submit each payment claim to the address or email nominated by the Customer and will include reasonable particulars of the amount claimed, which may include dates worked, personnel, hours, docket numbers, the Site and the Work Order number;
v.: Nothing in the Contract limits Blutec’s rights or entitlements under the BIF Act.

(c): Where the Works are not Construction Work, each invoice is payable by the date stated on it or, if no date is stated, within 7 days of the date of the invoice.
(d): The parties acknowledge the BIF Act only applies to the Contract to the extent the Works are Construction Work.
(e): Late payment. If the Customer does not pay an amount in full by the due date, Blutec may, without limiting its other rights:

i.: charge interest on the overdue amount at the rate of the Reserve Bank of Australia target cash rate plus 6% per annum, calculated daily from the due date until the date the amount is paid in full;
ii.: suspend the Works or reduce the rate of progress of the Works until the overdue amount is paid in full; and
iii.: recover from the Customer all debt recovery costs incurred recovering overdue amounts, including without limitation legal costs on an indemnity basis, collection agency costs, administration costs, search fees, court filing fees, adjudication costs and enforcement costs.

(f): A suspension under clause 7(e)ii does not affect Blutec’s other rights. Blutec is entitled to an extension of time and to the reasonable costs of the suspension and of remobilisation arising from the suspension.
(g): Set-off. The Customer may set off against an amount due to Blutec only an amount that is due and payable by Blutec to the Customer and that has either been agreed by Blutec in writing or been determined to be payable by a Court. Except as so permitted, the Customer must not withhold, set off, deduct or retain any amount from a payment otherwise due to Blutec. Blutec may set off any amount due to it against any amount it owes the Customer.
(h): Title and risk in materials. Title in materials and goods supplied by Blutec does not pass to the Customer until Blutec has been paid in full for those materials and goods. Risk in those materials and goods passes to the Customer on delivery to the Site. To the extent the materials remain identifiable and have not become fixtures, title remains with Blutec until paid. The Customer acknowledges that these terms constitute a security agreement for the purposes of the Personal Property Securities Act 2009 (Cth) and that Blutec may register its interest in materials and goods supplied by it. The Customer will do anything reasonably required by Blutec to enable Blutec to perfect and maintain that interest.
(i): Form 43 and any other certificates, warranties or manuals will be provided by Blutec only after Blutec has been paid in full.
(j): The Works are provided on a quote and pay basis unless Blutec has approved a written credit application, including any approved credit limit and payment terms. Approval of credit on one occasion does not create any standing entitlement to credit.
(k): Blutec establishes its payment terms in the Engagement Documents and may require payment before commencement, a deposit, payment on delivery or otherwise specify the period within which the Customer must pay.
(l): Blutec may, on written notice, withdraw or reduce any credit or payment terms, require payment in advance, a deposit or progress payments, or suspend or decline further Works, where an amount is overdue or Blutec reasonably considers the Customer’s credit risk has changed.
(m): Guarantees. As a condition of providing any credit or commencing the Works, Blutec may require any of the following:

i.: a completed credit application;
ii.: a personal guarantee and indemnity from one or more directors where the Customer is a company or other body corporate.

(n): Security. As security for its obligations under the Contract, the Customer charges in favour of Blutec all of the Customer’s present and future right, title and interest in any real property and personal property.
(o): The Customer must, on request, sign all documents and do all things reasonably required by Blutec to register, perfect, maintain or enforce the charge in subclause (n), including signing any mortgage, caveat, security agreement, financing statement, financing change statement or other document required for registration with the Titles Registry, the PPSR or any other relevant authority.
(p): For the purpose of giving effect to subclause (o) and securing performance of the Customer’s obligations under this guarantee and indemnity:

i.: the Customer irrevocably appoints Blutec and each director, secretary and authorised officer of Blutec, jointly and severally, as the Customer’s attorney to sign any document and do any act or thing the Customer is required to sign or do under subclause (o), but has failed or refused to sign or do within five (5) business days after written request from Blutec.
ii.: The power of attorney granted under this subclause (p) is given as security for the performance of the Customer’s obligations under the Contract and is intended to be irrevocable for so long as any money remains owing, or any obligation secured by this Contract remains undischarged, within the meaning of section 10 of the Powers of Attorney Act 1998 (Qld).
iii.: The Customer ratifies and confirms anything lawfully done by an attorney under this subclause (p). Blutec and each attorney appointed under this subclause may exercise the powers conferred by this subclause even if the attorney has a conflict of interest or duty, or derives a benefit from the exercise of the power.

(q): Deposits. Where the Engagement Documents require a deposit or upfront mobilisation payment, the Customer must pay it before Blutec is required to commence the Works. A deposit is
(r): applied towards allocation of labour, scheduling, administration, procurement and project preparation. If the Customer cancels, delays or changes the Works, denies access or fails to make the Site ready, Blutec may, to the extent permitted by law, retain so much of the deposit as represents the costs Blutec has reasonably incurred and a reasonable charge for Works carried out, and will refund the balance. Blutec may apply any payment it receives first to debt recovery costs, then to interest, then to the oldest outstanding invoice, unless otherwise agreed in writing.

8. Variations

(a): The Customer may request a Variation by written notice to Blutec. Within a reasonable time after receiving the request, Blutec will advise the Customer of the effect of the proposed Variation on the Contract Price and, where specified, on the Date for Practical Completion.
(b): Blutec is not obliged to commence a Variation until the price for the Variation and any extension of time have been agreed in writing, unless the Customer directs Blutec in writing to proceed with the Variation, in which case the Variation is valued under clause 8(d).
(c): If Blutec considers that it has been directed or required to carry out work that is a Variation, or that any act, omission, direction or instruction of the Customer, including a change to the Works, a change to the method, sequence or timing of the Works, or Site conditions differing from those represented by the Customer, has caused Blutec to incur additional cost or time, that work or matter is a Variation. Blutec’s entitlement to be paid for a Variation, and to an extension of time for it, is not affected by the absence of a written direction from the Customer.
(d): The value of a Variation is:

i.: the amount agreed in writing by the parties; or
ii.: failing agreement, the reasonable value of the Variation calculated using the Schedule of Rates.

(e): Where the Works are Construction Work, amounts payable for a Variation are included in Blutec’s next payment claim.
(f): Blutec is entitled to charge, at the rates in the Schedule of Rates, for return visits, re- attendance, waiting and standby time, abortive call outs, additional preparation, additional materials, and Works arising from access issues, the Site not being ready, or the act, omission or delay of the Customer or an Other Contractor. Unless the Schedule of Rates or the Quote states otherwise, the minimum charge for a return visit outside the agreed scope is $220 plus GST, and additional Works not separately quoted are charged at $180 plus GST per hour.
(g): Blutec may carry out urgent or necessary variation Works without prior agreement on price or time where delay would affect the waterproofing system, cause damage, delay other trades or create a safety or site risk. The reasonable value of those Works, calculated under clause 8(d), is recoverable from the Customer.

9. Defects Liability

(a): Blutec will, within a reasonable time, rectify any Defect in the Works that is notified to it in writing by the Customer during the Defects Liability Period.
(b): Blutec is not liable for, and is not required to rectify, any defect, fault, leak, deterioration or damage to the extent it is caused by:

i.: any design, specification, drawing, instruction or material provided or specified by the Customer or its consultants, including any membrane or system specified by the Customer;
ii.: substrates, falls, drainage or set downs not prepared or set by Blutec, or movement, cracking, structural inadequacy or settlement of the building or substrate;
iii.: insufficient curing or drying time, excess moisture in the substrate, or premature covering, tiling, screeding, trafficking or exposure of the membrane before it has cured;
iv.: ponding water or inadequate drainage, defective or incompatible products, systems, puddle flanges, wastes, penetrations, thresholds, flashings or facade interfaces supplied or installed by others;
v.: fair wear and tear, corrosion, misuse or a failure to maintain;
vi.: alteration of or interference with the Works, including penetration of or damage to the membrane, by any person other than Blutec;
vii.: the work of the Customer or an Other Contractor;
viii.: Site conditions; or
ix.: an Excepted Risk.

(c): Before engaging any other person to rectify a Defect or otherwise interfere with the Works, the Customer must give Blutec written notice of the defect and a reasonable opportunity to inspect and rectify it. If the Customer interferes with the Works or engages another person to rectify a Defect without giving Blutec that notice and opportunity, Blutec has no liability for the cost of that rectification or for the Defect.
(d): Rectification of a defect, fault or damage that is not Blutec’s responsibility is a Variation.
(e): This clause 9 is subject to clause 10.

10. Warranties and Limitation of Liability

(a): Blutec warrants that it will carry out the Works in accordance with clause 2.
(b): Blutec warrants its waterproofing installation workmanship for the Defects Liability Period, on the terms and subject to the exclusions in clause 9 and this clause 10. This warranty applies to Blutec’s installation workmanship only. It does not replace or limit any statutory warranty, any consumer guarantee under the Australian Consumer Law, any requirement under the QBCC Act or any manufacturer warranty.
(c): To the maximum extent permitted by law, Blutec is not liable to the Customer, whether in contract, tort (including negligence), under statute or otherwise, for any:

i.: loss of profit, loss of revenue, loss of production, loss of use, loss of opportunity, loss of contract, loss of anticipated savings or loss of goodwill; or
ii.: indirect, consequential, special or economic loss or damage, however arising in connection with the Contract or the Works.

(d): To the maximum extent permitted by law, Blutec’s total aggregate liability to the Customer arising out of or in connection with the Contract and the Works, however arising, is limited to the lesser of the sum actually paid to Blutec for the relevant Works and the amount, if any, stated in the Work Order as the limit of Blutec’s liability.
(e): Blutec’s liability to the Customer is reduced proportionately to the extent that any loss or damage is caused or contributed to by the Customer, or by the employees, agents, consultants or Other Contractors of the Customer.
(f): The Customer must make any claim against Blutec in connection with the Works within 12 months after Practical Completion. After that time Blutec has no liability to the Customer in respect of the claim. This clause does not shorten a period that applies by law and cannot lawfully be shortened, including a statutory warranty period under the QBCC Act or a period for a claim under the Australian Consumer Law, and does not apply to a claim to that extent.
(g): Nothing in these Terms limits, excludes or modifies a statutory warranty, consumer guarantee, cooling off right, deposit limit, progress payment protection or other right that applies to domestic building work carried out pursuant to a domestic building contract which cannot lawfully be excluded. Blutec Waterproofing (h) Nothing in this clause 10 limits or excludes any liability that cannot lawfully be limited or excluded.

11. Coordination and Cooperation

(a): Blutec will cooperate with the Customer and comply with its reasonable directions for the coordination of the Works provided those directions are consistent with the Engagement Documents.
(b): The Customer is responsible for coordinating the activities of Other Contractors and for ensuring the Site, and the work of Other Contractors, is in a condition that allows Blutec to carry out the Works.
(c): If a direction of the Customer, or an act or omission of the Customer or an Other Contractor, requires Blutec to carry out the Works in a different manner, sequence or timing, or otherwise causes Blutec additional cost or delay, Blutec is entitled to a Variation and to an extension of time.
(d): A direction of the Customer that is not given in writing must be confirmed by the Customer in writing within three (3) Business Days. Blutec may act on an oral direction, and the absence of written confirmation by the Customer does not affect Blutec’s entitlements.

12. Site, Health and Safety

(a): The Customer grants Blutec, its personnel and its subcontractors a non-exclusive licence to enter and remain on the Site for the purpose of carrying out the Works and exercising Blutec’s rights under the Contract.
(b): The Customer must ensure that the Site is a safe working environment and must provide Blutec with all information about Site conditions, hazards and services relevant to the Works.
(c): The Customer is responsible for the duties of the principal contractor for the Site under the Work Health and Safety Act 2011 (Qld) and the Work Health and Safety Regulation 2011 (Qld), and where the Customer is not the principal contractor, the Customer is responsible for ensuring the principal contractor performs those duties. This includes the overall management and control of the Site.
(d): Blutec will comply with the Customer’s reasonable site safety rules that are notified to Blutec in advance, provided those rules are consistent with applicable law, and is responsible for the safety of its own workers and for its own safe work method statements.
(e): Each party will promptly notify the other of any incident, hazard or notifiable event relating to the Works of which it becomes aware.
(f): Blutec is entitled to payment, at the applicable rates in the Schedule of Rates, for the time its
(g): personnel reasonably spend completing Site inductions and Customer or third-party training required by the Customer or the Site. Blutec will carry out the Works during the working hours stated in the Work Order or as otherwise agreed in writing. Work undertaken on weekends, or outside regular business hours, or any other change to working hours directed by the Customer, is a Variation and is charged in accordance with the Schedule of Rates.

13. Site Cleaning

(a): Blutec will remove rubbish and debris arising from the Works and will leave its work area in a reasonably clean and tidy condition.
(b): Blutec is not responsible for cleaning, or for the cost of cleaning or the removal of rubbish or debris that does not arise from the Works, or that arises from the work of the Customer or an Other Contractor.

14. Insurance

(a): Blutec holds public liability insurance of not less than $10 million and the workers compensation insurance required by law, and will provide evidence of its public liability insurance on written request.
(b): The Customer is responsible for taking out and maintaining insurance for the Site, any existing structures, the works as a whole, and the Customer’s own property and liabilities. On builder or head contractor projects, the Customer must ensure the principal’s or head contractor’s contract works and public liability insurance covers Blutec’s Works while in progress and notify Blutec in writing if it does not.
(c): Blutec’s insurance does not cover, and Blutec is not responsible for insuring, any of the matters in clause 15(b).

15. Indemnity

(a): Blutec indemnifies the Customer against liability for personal injury to or death of any person, and for loss of or damage to real or tangible property, to the extent that the injury, death, loss or damage is caused by the negligent act or omission of Blutec or those for whom Blutec is responsible in carrying out the Works.
(b): The Customer indemnifies Blutec against liability for personal injury to or death of any person, and for loss of or damage to real or tangible property, to the extent that the injury, death, loss or damage is caused by the negligent act or omission of the Customer, or of the employees, agents, consultants or Other Contractors of the Customer.
(c): A party’s liability under an indemnity in this clause 15 is reduced proportionately to the extent the relevant injury, death, loss or damage is caused or contributed to by the other party or by those for whom the other party is responsible.
(d): Neither party is liable under an indemnity in this clause 15 for any loss or damage of a kind described in clause 9(b).

16. Confidentiality

(a): Each party will keep confidential the confidential information of the other party that it receives in connection with the Contract and will use that information only for the purpose of performing its obligations under the Contract, except to the extent that disclosure is required by law, the information is or becomes public other than through a breach of the Contract, or the disclosing party consents in writing.
(b): Nothing in the Contract restricts Blutec from carrying out work for any other person, including any client, customer, contact or related entity of the Customer, or from using the general skills, know-how and experience it gains in carrying out the Works.
(c): Blutec may photograph the completed Works and use those images for its records and marketing, provided it does not disclose the Customer’s confidential information. The Customer may object in writing.
(d): Neither party will make any public or media statement about the Contract or the other party without the other party’s prior written consent, except as required by law.

17. Suspension and Termination

(a): The Customer may direct Blutec in writing to suspend the carrying out of the Works. Blutec is entitled to an extension of time, and to the reasonable costs of suspension, standby and remobilisation, arising from a suspension other than a suspension caused by Blutec’s breach of the Contract.
(b): If a suspension directed by the Customer continues for more than 10 Business Days, Blutec may terminate the Contract by written notice to the Customer.
(c): Either party may terminate the Contract by written notice to the other party if the other party:

i.: is in material breach of the Contract and does not remedy the breach within ten (10) Business Days after receiving written notice requiring it to do so; or
ii.: becomes insolvent, is unable to pay its debts as and when they fall due, or has a receiver, administrator, liquidator or similar officeholder appointed.

(d): Blutec may also terminate the Contract by written notice to the Customer if the Customer fails to pay an amount that is due and payable and not the subject of a bona fide dispute, and does not pay it within ten (10) Business Days after receiving written notice from Blutec.
(e): On termination of the Contract, Blutec will stop the Works in a safe and orderly manner and the Customer must pay Blutec for:

i.: all Works carried out up to the date of termination, valued in accordance with the Engagement Documents, including a reasonable allowance for overheads, supervision and profit;
ii.: all Variations, delay costs and other amounts due to Blutec up to the date of termination;
iii.: the cost of materials and items properly ordered by Blutec for the Works and for which Blutec is liable; and
iv.: the reasonable costs of demobilisation.

(f): If the Contract is terminated for the Customer’s breach or insolvency, the Customer must also pay Blutec for the reasonable loss of profit and all other direct losses Blutec incurs as a result of the termination.
(g): Blutec is not required to remove its plant, equipment or materials from the Site until it has been paid all amounts due to it on termination.

18. Notices

(a): A notice or other communication under the Contract must be in writing and given to the other party by hand, by prepaid post, or by email to the address or email address last notified by that party.
(b): A notice is taken to be received:

i.: if delivered by hand, on delivery;
ii.: if sent by prepaid post, three (3) Business Days after posting; and
iii.: if sent by email, at the time of sending, unless the sender receives an automated message that the email was not delivered.

19. Delay and Extensions of Time

(a): Blutec is entitled to an extension of time to the Date for Practical Completion for any delay to the carrying out of the Works that is caused by:

i.: any act, default or omission of the Customer, an Other Contractor or their respective employees, agents or consultants;
ii.: a Variation;
iii.: a suspension of the Works other than a suspension caused by Blutec’s breach;
iv.: inclement weather, or conditions resulting from inclement weather;
v.: a failure by the Customer to provide access, information, materials, approvals or anything else required of the Customer under the Contract; or
vi.: any other matter beyond Blutec’s reasonable control, including industrial action other than industrial action confined to Blutec’s own workforce, an Excepted Risk, or an event of Force Majeure.

(b): Blutec will give the Customer written notice of a claim for an extension of time within fifteen (15) Business Days after Blutec becomes aware, or ought reasonably to have become aware, of the cause of delay. The notice will state the cause of the delay and the extension of time claimed.
(c): Within fifteen (15) Business Days after receiving Blutec’s notice, the Customer will give Blutec written notice either granting the extension of time claimed, or stating the extension of time the Customer grants and the Customer’s reasons. If the Customer does not give that notice within fifteen (15) Business Days, the extension of time claimed by Blutec is taken to be granted.
(d): Where Blutec is granted an extension of time for a cause of delay described in clause 19(a)i,iii or v, , Blutec is also entitled to recover the additional costs it reasonably incurs as a result of the delay, including overheads, supervision, plant standby and prolongation costs.
(e): The Customer may grant an extension of time at any time, for its own benefit, whether or not Blutec has claimed one.

20. Assignment and Subcontracting

(a): The Customer may not assign or novate the Contract, or any of its rights or obligations under the Contract, without Blutec’s prior written consent.
(b): Blutec may assign or novate the Contract, and may subcontract any part of the Works, on prior written notice to the Customer. Blutec remains responsible for Works carried out by its subcontractors.

21. General

(a): The Engagement Documents record the entire agreement between the parties about the Works and supersede all prior negotiations, representations, understandings and agreements.
(b): The Contract may only be amended in writing signed by both parties. A failure or delay by a party in exercising a right under the Contract is not a waiver of that right, and a single or partial exercise of a right does not prevent any further exercise of it.
(c): No employee, worker, subcontractor, agent or representative of Blutec has authority to agree or direct a Variation, vary or waive these terms, waive, reduce or compromise any amount payable, accept liability or make any admission on behalf of Blutec, unless authorised in writing by a director of Blutec.
(d): Unless otherwise stated, amounts payable under the Contract are exclusive of GST. If GST is payable on a taxable supply made under the Contract, the recipient must pay the supplier the amount of the GST in addition to the amount otherwise payable, on receipt of a valid tax invoice. Terms used in this clause have the meaning given in the GST Act.
(e): If a provision of the Contract is void, voidable or unenforceable, it is severed to the extent necessary, and the remaining provisions of the Contract continue in full force.
(f): The Contract may be executed in any number of counterparts, and by exchange of electronic signatures or other electronic means, each of which is valid and binding and which together constitute one agreement.
(g): The Contract is governed by the law of Queensland. The parties submit to the non- exclusive jurisdiction of the courts of Queensland.

22. Dispute Resolution

(a): If a dispute arises out of or in connection with the Contract, a party may give the other party a written notice of dispute setting out reasonable particulars of the dispute.
(b): Within 10 Business Days after a notice of dispute is given, a senior representative of each party, each with authority to settle the dispute, will meet and seek to resolve the dispute in good faith.
(c): If the dispute is not resolved within 20 Business Days after the notice of dispute is given, either party may refer the dispute to mediation administered by the Resolution Institute. If the dispute is not resolved by mediation, either party may commence court proceedings.
(d): This clause does not prevent a party from seeking urgent interlocutory or injunctive relief, nor does it affect Blutec’s rights under the BIF Act where the Works are Construction Work.
(e): Despite the existence of a dispute, each party must continue to perform its obligations under the Contract, and the Customer must continue to pay all amounts that are not the subject of a bona fide dispute.

23. Definitions and Interpretation

In the Contract, unless the context requires otherwise:

Australian Consumer Law means: Schedule 2 to the Competition and Consumer Act 2010 (Cth).
BIF Act means: the Building Industry Fairness (Security of Payment) Act 2017 (Qld).
Business Day means: a day that is not a Saturday, Sunday or public holiday in Brisbane, Queensland, and does not include any day in the period from 22 December to 10 January in the following year, inclusive.
Commencement Date means: the date stated in the Work Order as the date for commencement of the Works or, if no date is stated, the date Blutec commences the Works. Construction Work has the same meaning given in the BIF Act.
Contract means: the agreement between Blutec and the Customer constituted by the Engagement Documents.
Contract Price means: the total amount payable to Blutec for the Works, calculated in accordance with the Engagement Documents.
Customer means: the person who engages Blutec to carry out the Works, and includes a builder, head contractor, principal, developer, home owner, owner builder or other person who accepts these terms.
Date for Practical Completion means: the date stated in the Work Order for completion of the Works or, if no date is specified, a reasonable time after commencing the Works.
Defect means: a part of the Works that has not been carried out in accordance with clause 2.
Defects Liability Period means: 12 months from Practical Completion unless a different period is stated in the Work Order. Domestic Building Contract has the meaning given in Schedule 1B of the QBCC Act. Domestic Building Work has the meaning given in Schedule 1B of the QBCC Act.
Engagement Documents means: the documents listed in clause 1(a).
Excepted Risk means: any of the following: (a) any negligent act or omission of the Customer, or of the employees, agents, consultants or Other Contractors of the Customer; (b) any defect or deficiency in any design, specification, drawing, instruction, methodology or material provided or specified by the Customer or its consultants; (c) war, invasion, acts of foreign enemies, hostilities (whether war is declared or not), acts of terrorism, civil war, rebellion, revolution, insurrection, military or usurped power, martial law, or confiscation by order of a government or public authority; (d) use or occupation of any part of the Works by the Customer or an Other Contractor before Practical Completion; and (e) any risk that the Contract or the law provides is to be borne by the Customer.
Force Majeure means: an event or circumstance beyond the reasonable control of a party, including fire, flood, storm, earthquake, natural disaster, epidemic or pandemic, war, terrorism, riot, embargo, and action or restriction of a government or public authority.
GST Act means: the A New Tax System (Goods and Services Tax) Act 1999 (Cth), and GST has the meaning given in that Act.
Other Contractor means: a contractor, subcontractor, supplier or consultant, and their employees and agents, engaged by the Customer or by the principal or head contractor for the Site, other than Blutec and Blutec’s subcontractors.
PPSR means: the Personal Property Securities Register established under the Personal Property Securities Act 2009 (Cth).
Practical Completion means: the stage when the Works are completed, including any required flood test, save for minor defects and minor omissions that do not prevent the Works from being reasonably and safely used for their intended purpose.
QBCC Act means: the Queensland Building and Construction Commission Act 1991 (Qld).
Quote means: Blutec’s quotation, estimate or proposal for the Works whether verbal or in writing.
Resident Owner means: a resident owner within the meaning of the BIF Act.
Schedule of Rates means: the schedule of rates published or provided by Blutec from time to time and, where there is none, Blutec’s reasonable rates.
Site means: the place where the Works are to be carried out, as identified in the Work Order, and includes any property, equipment or structure of the Customer on which the Works are performed.
Titles Registry means: the Queensland Titles Registry or other land titles authority in any Australian jurisdiction.
Variation means: a change in the scope of the Works, including: (a) an increase, decrease, addition, substitution or omission of work; (b) a change to the method, process, sequence or timing of carrying out the Works; (c) a change to a specification or material;

(d): a change to levels, dimensions or the set-out of the Works; and (e) any matter that the Contract provides is to be treated as a Variation. Work Order means the purchase order, work order or job-specific engagement issued by the Customer and accepted by Blutec, or issued by Blutec and accepted by the Customer, in respect of the Works, whether in writing or provided orally. Works means the waterproofing and related goods and services to be supplied or carried out by Blutec in accordance with the Contract. Blutec, we, us and our mean The Trustee for Trinity Trust ABN 50 179 908 151 ACN 629 942 061 trading as Blutec Waterproofing, QBCC licence 15116048. you and your mean the Customer. In the interpretation of the Contract, a reference to legislation includes any amendment, re-enactment or replacement of it; the singular includes the plural and the reverse; headings are for convenience only and do not affect interpretation; and the Contract is not to be construed against a party merely because that party prepared it. Acceptance Acceptance of a Quote to which these Terms are attached constitutes the Customer’s acceptance of, and agreement to be legally bound by, these Terms as part of the Contract. No separate signature is required where the Quote is accepted electronically. Accepted by the Customer Signature Name Position Company name and ABN (if applicable) Date Signature Name Position Date

24. Director’s Guarantee and Indemnity

(a): Where the Customer is a company, each director of the Customer company and person who signs or otherwise accepts these Terms on behalf of the Customer guarantees to Blutec the due and punctual payment of all amounts payable by the Customer to Blutec under or in connection with these Terms.
(b): Each Guarantor unconditionally and irrevocably guarantees payment of the Guaranteed Money and indemnifies Blutec against all loss, cost, expense and liability suffered or incurred by Blutec arising from the Customer’s failure to pay the Guaranteed Money when due.
(c): Blutec may recover the Guaranteed Money from a Guarantor as if the Guarantor were a principal debtor. Blutec is not required to first make demand on, obtain judgment against, enforce against or exhaust any remedy against the Customer or any other person before claiming against a Guarantor.
(d): This guarantee and indemnity is a continuing security and is not discharged by any extension of time, indulgence, compromise, variation, renewal, release, insolvency, administration, liquidation or other dealing with the Customer, any Guarantor, or any security held by Blutec.
(e): If there is more than one Guarantor, the liability of each Guarantor is joint and several. Blutec may proceed against any one or more Guarantors without proceeding against the others.
(f): As security for the Guaranteed Money, each Guarantor charges in favour of Blutec all of the Guarantor’s present and future right, title and interest in any real property and personal property.
(g): Each Guarantor must, on request, sign all documents and do all things reasonably required by Blutec to register, perfect, maintain or enforce that charge, including signing any mortgage, caveat, security agreement, financing statement, financing change statement or other document required for registration with the Titles Registry, the PPSR or any other relevant authority.
(h): For the purpose of giving effect to subclause (g) and securing performance of the Guarantor’s obligations under this guarantee and indemnity:

i.: each Guarantor irrevocably appoints Blutec and each director, secretary and authorised officer of Blutec, jointly and severally, as the Guarantor’s attorney to sign any document and do any act or thing the Guarantor is required to sign or do under this clause, but has failed or refused to sign or do within five (5) business days after written request from Blutec.
ii.: The power of attorney granted under this subclause (h) is given as security for the performance of the Guarantor’s obligations under this guarantee and indemnity and is intended to be irrevocable for so long as any Guaranteed Money remains owing, or any obligation secured by this guarantee and indemnity remains undischarged, within the meaning of section 10 of the Powers of Attorney Act 1998 (Qld).
iii.: Each Guarantor ratifies and confirms anything lawfully done by an attorney under this subclause (h). Blutec and each attorney appointed under this subclause may exercise the powers conferred by this subclause even if the attorney has a conflict of interest or duty, or derives a benefit from the exercise of the power.

(i): Each Guarantor must pay Blutec’s costs and expenses of enforcing this guarantee and indemnity, including legal costs on an indemnity basis, enforcement costs, search fees, registration fees and any other debt recovery costs.
(j): A Guarantor may revoke this guarantee for future credit by giving written notice to Blutec. Revocation does not affect liability for any Guaranteed Money owing, or arising from Works commenced, before Blutec receives that notice.
(k): In this clause:

i.: Guaranteed Money means all amounts now or in the future owing by the Customer to Blutec under or in connection with these Terms, including invoices, interest, enforcement costs, recovery costs and damages.
ii.: Guarantor means each person who gives, or is taken under these Terms to give, the guarantee and indemnity in this clause 24. Signed by the Guarantor Signature Name Address Date Signed by the Guarantor Signature Name Position Date

Trinity Building Pty Ltd ACN 629 942 061 as trustee for the Trinity Trust, trading as Blutec Waterproofing. ABN 50 179 908 151. QBCC Licence 15116048. Unit 3/240 Leitchs Road, Brendale QLD 4500.