Legal Disclosures

TERMS AND CONDITIONS OF TRADE

These terms and conditions govern your use of our services and form a legally binding agreement between you ("Client," "you," or "your") and Flat Stick Group Pty Ltd T/A Flat Stick Roofing ("FSR," "we," "us," or "our"). Accessing our services and using our website indicates your agreement to abide by these terms. Please read them carefully.

1. Definitions

“Client” denotes the individual(s) or any representative authorized to act on behalf of the Client. The Client initiates requests for FSR to provide the specified Works as outlined in various documents such as proposals, quotations, orders, invoices, or other relevant records. This term includes the following aspects:

“FSR” means Flat Stick Group Pty Ltd, also known as Flat Stick Roofing, encompassing its successors, assigns, or any individual authorized to act on behalf of Flat Stick Group Pty Ltd.

“GST” represents the Goods and Services Tax, which is defined as per the "A New Tax System (Goods and Services Tax) Act 1999" Cth.

“Price” signifies the payment amount (inclusive of any applicable GST) for the provided Works, as mutually agreed upon by FSR and the Client.

“Quote” means Flat Stick Roofing Services Quote, quote, order or other similar document which sets out details of the Works and/or Materials and provided with or attached to these terms and conditions.

“Works” encompasses all activities (including consultation, manufacturing, and/or installation services) or Materials offered by FSR to the Client, as requested by the Client at different points in time. Where appropriate, the terms 'Works' and 'Materials' are interchangeable with each other.

• If the Client operates within a Trust, the term extends to their role as a trustee.

• In cases involving multiple Clients, it pertains to all Clients collectively and individually, with joint and several implications.

• The definition encompasses the Client's executors, administrators, successors, and authorized assigns.

1. Acceptance

1. Upon placing an order for services or accepting the delivery of any Works, the Client is deemed to have exclusively accepted and immediately become legally bound by the following terms and conditions. This acceptance holds both jointly and severally for all parties involved.

2. 1. Any amendments to these terms and conditions require written consent from both parties. In the event of any inconsistency with other documents or contracts between the Client and FSR, these terms and conditions shall prevail to the extent permitted by law.

   2. Electronic signatures are considered valid if both parties adhere to the requirements of Section 9 of the Electronic Transactions (Victoria) Act 2000 or other applicable provisions and regulations. Such electronic signatures shall be deemed as accepted by either party.

   3. These terms and conditions are meant to be read in conjunction with FSR’s Hire Form. In cases where applicable, the terms 'Works' or 'Materials' encompass any supply of Equipment as defined in the Hire Form. In the event of inconsistencies between these documents, the terms and conditions contained in this document shall prevail.

   4. If the Materials and/or Works provided by FSR are the subject of an insurance claim made by the Client, the Client assumes responsibility for settling any payments due to the insurance company. Regardless of the success of the insurance claim, the Client agrees to fulfil their obligation to make payments to FSR for the transactions invoiced by FSR by the specified due date.

   5. Any advice, recommendations, information, assistance, or services provided by FSR concerning Materials or Works supplied are offered in good faith. FSR's insights are based on its own knowledge and experience. The Client acknowledges and accepts these services without attributing liability to FSR. The Client bears the responsibility to validate the accuracy and reliability of such advice in accordance with their intended use of the Materials or Works.

3. Cancellation and Variations

   1. The Client acknowledges and agrees that any order placed with FSR is subject to our acceptance. FSR retains the right to decline an order or supply it partially. Once FSR has accepted the Client's Purchase Order (PO), cancellation or variation of Works and/or Materials becomes subject to FSR's agreement and approval. In the event that FSR approves the cancellation of an order, the Client will be invoiced for all costs associated with work completed before the cancellation.

   2. Any proposed variations or changes must be submitted in writing and require the explicit approval of FSR before proceeding. The Client is responsible for generating a new Purchase Order for the approved variations, encompassing alterations in labour, supply, and scope of work.

   3. FSR reserves the right to charge the Client for any incurred loss or damage, whether direct or indirect, resulting from or connected to the cancellation or variation. This charge may include but is not limited to the loss of profits.

   4. These terms and conditions hold precedence over any other document or agreement between the Client and FSR concerning the Works.

4. Price and Payment

   1. Prices in the quote provided by FSR are based on prevailing rates and costs at the date of the quote and shall remain valid for a period of fifteen (15) days after the issuance of the quote.

   2. FSR reserves the right to adjust the Price, and the Client shall be responsible for payment of any such adjustments, under the following circumstances:

5. 1. 1. If a variation to the Materials is requested or required by the Client.

      2. If a variation to the originally scheduled Works, including plans or specifications, is requested by the Client.

      3. Where unforeseen challenges or hidden difficulties emerge after the commencement of Works (such as termite damage, rotten timber, asbestos, structural modifications, and non-standard construction), necessitating additional works or alterations.

      4. In the event of uncontrollable increases to Labour, materials, or overhead costs, including but not limited to weather-related disruptions or project delays due to actions or omissions by the Client's employees, agents, or contractors.

1. When the Client requires FSR to perform Works beyond normal working hours or during periods entailing higher Labour rates, the Client agrees to cover any additional labour costs exceeding those quoted initially.

2. FSR mandates a non-refundable deposit of five percent (5%) for orders, invoices, and quotes exceeding $20,000 and 10% if it is less than $20,000. The deposit must be settled prior to the commencement of any on-site Works. The remaining balance of the invoice must be settled within ten (10) working days to avoid potential interest charges, which shall be determined at the discretion of FSR.

3. In cases where retentions are instituted, FSR will outline the procedures for handling retentions, which will result in the Client's account being classified as in default.

4. Adherence to payment timelines is of essence. The Client must strictly fulfil payment obligations according to the due dates stipulated in the provided quote. The payment shall be:

6. 1. 1. on completion of the Works; or 

      2. by way of progress payments in accordance with FSR’s specified progress payment schedule. Such progress payment claims may include the reasonable value of authorised variations and the value of any Materials delivered to the site but not yet installed; or

      3. the date specified on any quote or other form as being the date for payment.

1. Payment can be made through various means, including cash, cheque, bank cheque, electronic/on-line banking, or any other mutually agreed method between the Client and FSR.

2. The Client shall not be entitled to set off against, or deduct from the Price, any sums owed or claimed to be owed to the Client by FSR nor to withhold payment of any invoice because part of that invoice is in dispute.

3. Unless explicitly stated, the Price does not encompass GST. Additionally, the Client must remit an amount equal to any GST payable by FSR for the supply of Works and/or Materials. GST payment, without deduction or set off, must align with the Client's remittance of the Price. Furthermore, the Client must settle any other applicable taxes and duties that may arise in addition to the Price, unless expressly covered in the quoted amount.

4. FSR will not accept “pay if paid” or “pay when paid” payment proposals for work done or yet to be done.

7. Reliance on Information

   1. The Client acknowledges that Flat Stick Group Pty Ltd T/A Flat Stick Roofing ("FSR") relies upon the accuracy and completeness of information and documents furnished by the Client, the Client’s employees, contractors, agents, and advisers. This reliance forms the foundation for FSR's preparation of the Quote and any recommendations concerning the Materials or the Works.

   2. The Client shall refrain from relying on any oral statements or representations made by officers, employees, agents, or contractors of FSR regarding the Materials or the Works unless such statements have been provided to the Client in the form of a documented report or a written quote.

8. Execution of Works

   1. Upon the Client's acceptance of the Quote and acknowledgement of these terms and conditions, the Client undertakes to provide FSR with a proposed work schedule for the Works' execution. If FSR approves the proposed work schedule, it shall become an integral part of the contract and shall not be altered except as stipulated in the clauses herein.

   2. The Client bears the responsibility of ensuring the timely availability and preparedness of the site for the initiation of the Works and allowing access to FSR as per the agreed-upon date and time. Should the installation process be hindered due to the Client's non-compliance with the agreed installation schedule outlined in the Quote, the Client may be liable for any additional costs incurred to accommodate the extended timeline.

   3. In cases of adverse weather conditions leading to work delays, the schedule and deadlines shall be adjusted to reflect the lost days. This ensures transparency and fairness in project timelines.

   4. In situations where the timely supply of materials faces challenges, FSR will diligently seek suitable alternatives to mitigate any delays.

   5. Should an event beyond FSR' control, such as adverse weather or the Client's failure to adhere to the agreed work schedule, result in a likely delay in the project's completion, FSR will notify the Client in writing. In such instances, the commencement date of the Works will be postponed, and the completion date extended by a reasonable duration.

   6. If a delay occurs due to the Client's non-compliance with the work schedule or failure to make timely selections or preparations, the Client shall not be entitled to delay payments for Materials provided or Works executed up to the date of FSR' payment claim. Additionally, FSR reserves the right to charge the Client for any additional costs incurred due to the delay, including material, labour, overheads, and a reasonable allowance for profit margins.

   7. The Client is required to accept delivery or collect the Materials when they are tendered for delivery. In cases where the Client cannot receive the Materials, FSR may impose a reasonable fee for re-delivery and/or storage. This fee shall be calculated at a rate of one and a half percent (1.5%) per month of the Materials' value, which both parties agree is a reasonable estimation of the associated costs.

   8. While FSR will provide time estimates for the completion of Works, it is acknowledged that these estimates are not binding as time is not of the essence. Any provided dates or times are approximations only. FSR will not be held liable for any losses or damages resulting from the failure to deliver the Works promptly due to circumstances beyond its control or due to the act or omission of the Client.

   9. FSR reserves the right to engage third-party contractors, including registered builders, to carry out portions of the Works as required. This enables efficient execution of tasks. Time estimates provided remain estimates, and any unforeseen delays due to circumstances beyond FSR' control shall not result in liability.

9. Excess Materials Ownership

   1. In the absence of a written agreement to the contrary, the Client acknowledges that any Materials brought to the site by FSR which exceed the requirements of the specified Works shall be deemed surplus ("Excess Materials"). Ownership of Excess Materials shall remain vested in FSR, and FSR retains the right to remove these materials upon completion of the contracted services. It is understood that FSR will undertake the removal of Excess Materials.

   2. The Client bears the responsibility for ensuring the site's cleanliness and removal of all debris, including materials resulting from roof demolition.

   3. This provision stands as a distinct understanding and is independent of any other agreements between the parties.

10. Risks

    1. In cases where FSR supplies solely Materials, the risk associated with the Materials shall be transferred to the Client immediately upon delivery. The delivery of the Materials shall be deemed to occur at the time of physical delivery to the designated work site, in accordance with the provided quotation.

    2. In circumstances where FSR, or FSR's designated carrier, delivers the Materials to the Client's specified delivery address, regardless of the Client's presence at said address, including instances where the Client requests the Materials to be left outside FSR's premises, the delivery shall be deemed to have transpired upon placement outside the Client's or work site's premises.

    3. FSR retains the right to notify the Client regarding the intention to store Materials and/or equipment and tools on the designated site. The Client assumes the responsibility of allocating a suitable and secure area for the storage of said Materials and/or equipment and tools. The Client must take all reasonable precautions to ensure the safety and security of the stored items.

    4. In cases where any stored Materials and/or equipment and tools are lost, damaged, or destroyed, the responsibility for replacement lies with the Client. Costs and expenses incurred for the replacement of these Materials and/or equipment and tools shall be borne by the Client.

    5. FSR shall maintain public liability insurance amounting to $20 million in relation to the execution of the Works. The Client is obligated to ensure that they possess similar and adequate insurance coverage pertaining to the site where the Works are to be carried out.

11. Ownership of Materials

    1. FSR and the Client mutually acknowledge that the title of ownership for the Materials will not transfer until the following conditions are satisfied:

12. 1. 1. The Client has settled all outstanding amounts owed to FSR;

       2. The Client has fulfilled all other obligations owed to FSR.

1. The Client further agrees to the following terms with respect to the ownership of Materials:

13. 1. 1. Until the ownership of the Materials transitions to the Client as per the terms mentioned in this clause, the Client holds the role of a bailee in relation to the Materials. In the event that the Materials have not become fixtures, the Client must return the Materials to FSR upon request.

       2. The Client will hold any insurance proceeds related to the Materials in trust for FSR and must remit to FSR any insurance proceeds received in case the Materials are lost, damaged, or destroyed.

       3. The production of this document, outlining the terms and conditions, serves as sufficient evidence of FSR's entitlement to directly receive insurance proceeds from the insurer. This removes the requirement for any third party dealing with FSR to initiate additional inquiries.

       4. Unless the Materials have transitioned into fixtures, the Client hereby grants FSR irrevocable authorization to enter any premises where the Materials are believed to be located. This right is exercised for the purpose of reclaiming possession of the Materials.

       5. FSR retains the right to recover possession of Materials during transit, regardless of whether the delivery has been completed.

       6. The Client shall not charge, encumber, or transfer any interest in the Materials while they remain under the ownership of FSR.

       7. FSR reserves the right to initiate legal proceedings to recover the Price of the Materials sold, irrespective of the fact that ownership of the Materials has not yet transferred to the Client.

14. Interpretation of Security-Related Terms

15. 1. In this clause, the terms "financing statement," "financing change statement," "security agreement," and "security interest" have the meanings assigned to them under the Personal Property Securities Act 2009 (Cth) (PPSA).

    2. The Client acknowledges and agrees that these terms and conditions constitute a security agreement as defined by the PPSA. This agreement creates a security interest encompassing all Materials that have been supplied by FSR both in the past and will be supplied in the future to the Client.

    3. The Client undertakes to promptly execute any additional documents and provide all necessary information that FSR may reasonably require to:

16. 1. 1. Register a financing statement or financing change statement on the Personal Property Securities Register pertaining to a security interest;

       2. Register any other document stipulated for registration by the PPSA; or

       3. Rectify any defect found in a statement referred to in this clause.

1. The Client further undertakes to indemnify and, upon demand, reimburse FSR for all costs and expenses incurred in registering a financing statement or financing change statement on the Personal Property Securities Register established by the PPSA. This also includes expenses linked to the release of any Materials subject to the aforementioned security interest.

2. The Client shall not register a financing change statement concerning a security interest without FSR's prior written consent.

3. The Client shall not register, nor permit to be registered, a financing statement or financing change statement in relation to the Materials in favour of a third party without FSR's prior written consent.

4. If applicable, the Client shall immediately notify FSR of any substantial change in its business practices related to the sale of the Materials, resulting in a change in the nature of proceeds derived from such sales.

5. FSR is not obligated to provide the Client with any notice, document, or information under the PPSA unless the PPSA mandates such provision and prohibits exclusion. The Client consents to waive any right it might possess to receive such notice, document, or information.

6. Without negating any express contrary provisions, nothing within these terms and conditions is intended to have the effect of excluding any provisions of the PPSA.

17. Warranty

    1. FSR provides a warranty that the completion of the Works will adhere to the specifications outlined by the manufacturer of the Materials, relevant Australian building standards, and the plans and specifications provided in those plans. In cases where plans are absent, the Works will align with the requirements stipulated by the builder.

    2. FSR offers a warranty exclusively for the workmanship aspect of the Works. This warranty spans a period of six (6) years, commencing from the date of the Works' completion. This duration is established based on a written warranty certificate that FSR can provide upon request from the Client.

    3. The Client's ability to make warranty claims against FSR is subject to the following conditions:

18. 1. 1. The Client should have no outstanding payments owed to FSR for the Works and/or Materials at the time of submitting the claim.

       2. Warranty coverage becomes void if the Client or any third party makes modifications, alterations, removals, or additions to any component of the Works and/or Materials.

       3. FSR must receive written notice from the Client within five (5) days of the Client's awareness or reasonable expectation of a potential warranty claim.

       4. FSR requires a reasonable opportunity to inspect and assess the alleged condition, defect, or damage before any claim can be processed.

       5. Claims related to normal wear and tear are not eligible for warranty coverage.

       6. Claims stemming from incorrect, inaccurate, or negligent information, advice, or building works provided by the Client or its representatives, including but not limited to defective plans, poor design, sub-standard building works supporting the roof structure or support, are excluded from warranty coverage.

       7. Claims arising from acts or omissions of FSR's employees or contractors carried out under instructions from the Client's employees, agents, or contractors are not covered.

       8. Claims pertaining to water leaks or damage to roofs with a pitch lower than four (4) degrees are excluded.

       9. Claims involving water leaks or roof damage unrelated to workmanship are not eligible for warranty coverage.

       10. Failure to maintain the Works and/or Materials in accordance with provided maintenance guidelines or manuals, if requested by the Client, voids warranty claims.

       11. Claims connected with extreme weather conditions such as flood, fire, cyclone, heavy storm, lightning, or consequential causes like tree branches, flying objects, or debris are not covered.

1. FSR does not provide warranty coverage for the Materials themselves to the extent permitted by law. Any warranty cards or certificates provided by FSR concerning the Materials are issued on behalf of the Materials' manufacturer. All warranty claims related to the Materials must be directed to the manufacturer, unless FSR agrees in writing to process such claims on behalf of the manufacturer.

19. Limitation of Liability

    1. The Client undertakes the responsibility to thoroughly inspect all Materials upon delivery or the completion of the Works. Within a period of seven (7) days from the date of delivery or completion, as applicable, the Client shall provide written notice to FSR in the event of any detected defect, damage, shortage in quantity, or any failure to conform to the provided description or Quote. Upon receiving such notification, the Client must grant FSR the opportunity to assess the alleged defect or damage.

    2. The Client explicitly acknowledges that supplied Materials may manifest variations in shade, colour, surface, and finish, which could also entail fading or gradual colour alteration over time. FSR strives to mitigate these discrepancies by attempting to match supplied product batches or sales samples with the final product delivered. However, it is emphasized that FSR cannot be held accountable for any losses, damages, or incurred costs arising from such variations.

    3. The Client acknowledges that Materials will undergo weathering and natural deterioration as a part of regular wear and tear. The rate of wear and tear is contingent upon the unique environment of each building. FSR bears no liability for wear and tear that is consistent with normal conditions, considering the specific environment.

20. Returns

    1. The Client retains sole responsibility for the selection of Materials. Notwithstanding any provisions to the contrary, it is explicitly stated that FSR will not accept returns or replacements of Materials selected by the Client, nor assume liability for the Client's selections.

    2. Returns of defective Materials will be considered if the Client has adhered to the stipulations in these terms and conditions.

    3. FSR will assess and determine the defectiveness of the Materials.

    4. Should the Client elect to return the Materials, they shall bear the reasonable return costs, if not deemed significant.

    5. The Materials must be returned in a condition as close as possible to their original state at the time of delivery, maintaining their saleable condition.

    6. At its absolute discretion, FSR may accept the return of non-defective Materials. In such cases, a handling fee, not exceeding thirty percent (30%) of the value of the returned Materials, may be required from the Client. This handling fee also encompasses applicable freight costs. Both parties acknowledge this fee as a reasonable and genuine pre-estimate of the potential loss FSR might incur upon the Materials' return.

    7. Materials that are custom-made, specified by the Client, or non-catalogue items are categorically excluded from eligibility for credit or return.

21. Intellectual Property

    1. In cases where FSR has engaged in the creation of designs, drawings, written plans, schedules of Works, or has produced any products on behalf of the Client, the copyright pertaining to such designs, drawings, documents, plans, schedules, and products shall remain the exclusive property of FSR. The Client shall have the right to utilize these materials solely at the discretion of FSR.

    2. The Client warrants that any designs, specifications, or instructions provided to FSR will not lead to any infringement by FSR of the intellectual property rights, including patents, registered designs, and trademarks, held by a third party during the execution of the Client's order. The Client agrees to indemnify FSR against any legal actions brought against FSR due to such infringement.

    3. The Client grants FSR permission, without any associated costs, to employ any documents, designs, drawings, plans, or products created by FSR for the Client for the purposes of marketing or participating in any competition.

22. Defaults

    1. In the event of overdue invoices, interest will accrue daily from the tenth (10th )date after the agreed payment date, at a rate of two and a half percent (2.5%) per calendar month. FSR reserves the discretion to compound such interest monthly at the mentioned rate, both before and after the occurrence of any judgement.

    2. Should the Client be in arrears of any payment owed to FSR, the Client shall indemnify FSR against all costs and disbursements incurred in the process of debt recovery. Such costs encompass internal administration fees, legal costs on a solicitor and own client basis, contract default fees as specified by FSR, and bank dishonour fees.

    3. In addition to any other remedies available, if the Client breaches any obligations, including payment obligations, as outlined in these terms and conditions, FSR reserves the right to suspend or terminate the supply of Works and/or Materials to the Client. FSR has the mandate to exercise a lien on unpaid amount over any unfixed plants or materials. FSR shall not be held liable for any loss or damage incurred by the Client as a result of FSR’s rightful exercise of its prerogatives under this clause.

    4. FSR retains the right to seek the intervention of an adjudicator to compel the client to fulfil their mandate under the service agreement.

    5. In line with its other legal remedies, FSR retains the authority to cancel any outstanding portion of the Client's order. In such cases, all outstanding amounts due to FSRs, regardless of their original due dates, shall become immediately payable if any of the following circumstances arise:

23. 1. 1. Any payment owed to FSR becomes overdue or, in the reasonable judgement of FSR, the Client's capacity to make a timely payment is questionable.

       2. The Client faces insolvency, bankruptcy, convenes a meeting with creditors, proposes or enters into an arrangement with creditors, or executes an assignment for the benefit of its creditors.

       3. The appointment of a receiver, manager, liquidator (provisional or otherwise), or any similar authority is made concerning the Client or any of the Client's assets.

24. Privacy

    1. The Client consents to FSR obtaining a credit report from a credit reporting agency containing personal credit information about the Client in relation to the credit provided by FSR.

    2. The Client acknowledges that FSR may share information about the Client with other credit providers listed as trade referees by the Client or identified in a consumer credit report issued by a credit reporting agency. This sharing of information is undertaken for the following purposes:

25. 1. 1. To evaluate the creditworthiness of the Client

       2. To inform other credit providers of any default by the Client

       3. To exchange information with other credit providers regarding the Client's credit account status, especially when the Client defaults with other credit providers.

1. The Client acknowledges that the shared information may include details pertaining to the Client's creditworthiness, credit standing, credit history, or credit capacity, within the limits permitted by the Privacy Act 1988 (Cth).

2. The Client agrees that the personal credit information provided may be used and retained by FSR for the following purposes (and for other purposes mutually agreed upon by the Client and FSR or as required by law):

26. 1. 1. Providing Works and/or Materials

       2. Marketing Works and/or Materials by FSR, its agents, or distributors

       3. Analysing, verifying, and/or assessing the Client's credit, payment, and/or status concerning the provision of Works and/or Materials

       4. Processing any payment instructions, direct debit facilities, and/or credit facilities requested by the Client

       5. Facilitating the daily operation of the Client's account and/or collecting outstanding amounts in the Client's account related to the Works and/or Materials.

1. FSR reserves the right to disclose information about the Client to a credit reporting agency to obtain a consumer credit report about the Client for the intended purpose.

27. Applicable Laws

    1. In its sole discretion, if disputes or claims arise concerning unpaid Works, FSR reserves the right to invoke the provisions of various legislations, including but not limited to the Building and Construction Industry Security of Payment Act 2002 (Victoria) and the Domestic Building Contracts Act 1995 (Victoria).

    2. The provisions contained within this contract do not intend to circumvent any applicable clauses of the aforementioned Acts, except as allowed by the relevant Act in instances where such provisions are applicable.

28. Compliance with Laws

    1. Both the Client and FSR acknowledge and undertake to ensure, at all times, full compliance with the provisions set forth in all applicable statutes, regulations, and by-laws established by government, local, and other public authorities. These obligations extend to all matters relevant to the Works, including adherence to occupational health and safety laws governing building/construction sites, as well as any other safety standards or legislation that may apply. In instances where either party's non-compliance with this clause results in costs being incurred by the other party, said costs shall be borne by the party found to be in breach.

    2. The responsibility for obtaining all requisite licenses and approvals necessary for the successful execution of the Works rests with the Client. Such licenses and approvals must be obtained promptly and at the sole cost and expense of the Client.

29. Service of Notices

    1. Any written notice pursuant to this contract shall be considered effectively delivered and received under the following circumstances:

30. 1. 1. By delivering the notice to the other party in person.

       2. By leaving the notice at the address stipulated for the other party in this contract.

       3. By sending the notice via registered post to the address specified for the other party in this contract.

       4. If transmitted by facsimile to the fax number indicated for the other party in this contract (if applicable), upon receipt of confirmation of the transmission.

       5. If conveyed by email to the latest known email address of the other party.

1. Any notice dispatched by postal service shall be presumed to have been properly served unless evidence to the contrary is presented. The notice shall be regarded as served at the point in time when, in the regular course of mail, the communication would have been delivered.

31. General Provisions

    1. The failure of FSR to enforce any provision of these terms and conditions shall not be construed as a waiver of that provision or relinquishment of FSR's right to enforce it subsequently.

       1. In the event that any provision of these terms and conditions is determined to be invalid, void, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall remain unaffected and enforceable to the fullest extent permissible by law.

    2. The rule of interpretation that occasionally favours construing an agreement against the party who proposed it shall not apply to this Agreement.

    3. The Client shall not have the right to set off any amounts owed or claimed to be owed by FSR or withhold payment of any invoice due to disputes over portions of said invoice.

    4. FSR may license or sub-contract any or all of its rights and obligations under these terms and conditions without requiring the Client's prior consent.

    5. FSR reserves the right to amend these terms and conditions at any time. Such changes shall take effect upon notifying the Client of such modifications. The Client's acceptance of these changes will be inferred if they request further Works and/or Materials from FSR.

    6. The Client represents and warrants that it possesses the requisite authority to enter into this Agreement and has obtained all necessary authorizations to do so. The Client affirms its solvency and acknowledges that this Agreement establishes legally binding and valid obligations.

    7. These terms and conditions, as well as any contracts to which they apply, shall be governed by and interpreted in accordance with the laws of Victoria.