This document(the “Agreement”)comprises the Terms and Conditions, agreed between Roof Inspection Australia Pty Ltd ABN29 658 752 759 (“RIA”) and the Customer(“You”).
OPERATIVE PROVISIONS
1.Definitions and Interpretation
1.1.Definitions
In this Agreement, unless otherwise indicated or in consistent there with
Confidential Information means any records, data, documents, information, communication or similar which relates to You or the Customer’s business, which You advises RIA is confidential in nature.
You means the party that has engaged RIA to perform Services, in its own capacity or as a disclosed agent.
Intellectual Property means all present and future intellectual and industrial property rights, whether conferred by statute, common law or equity, including (without limitation) copyright (including rights in reports, drawings, images, data, software, and documentation), trade marks, service marks, patents, designs, trade names, domain names, inventions, discoveries, know-how, methodologies, processes, technical information, databases, moral rights, and all other rights resulting from intellectual activity in the industrial, scientific, literary or artistic fields, whether or not registrable, and any application or right to apply for registration of any such rights, developed, produced or arising out of the provision of the Services.
Costing means the costs set out in the Proposal and may be varied by any revised Proposal or written notice issued by RIA to the Customer.
Proposal means the document issued by RIA to You following the request for the Services which sets out the stages of the Services and Costing under the heading/tab “Your Investment”.
Report means the report prepared by RIA and issued to You detailing RIA’s findings and recommendations resulting from carrying out the Services.
Services means the services set out in clause 2
2. The Services
2.1. Services to be provided
RIA agrees to provide the following Services to the Customer, where applicable:
(a) Architectural Design and Planning:
(1)Reviewing and creating tailored roofing plans and designs,
(2)Ensuring compliance with regulatory requirements, practicality, and aesthetics.
(b)Assessment of New Roof Installations:
(1)Evaluating the quality of new roof installations,
(2)Ensuring compliance with building codes, industry standards, and best practices to guarantee long-lasting performance.
(c)Roof Safety System Certification:
(1)Inspecting new roof safety systems to ensure compliance with safety standards,
(2)Emphasizing the importance of proper installation and certification to protect workers and ensure legal compliance.
(d)Roof Replacement Specifications:
(1)Developing detailed specifications for roof replacements,
(2)Ensuring compliance with design standards, building codes, and regulations.
(e)Roof Surveys, Condition, and Dilapidation Reports:
(1)Comprehensive evaluations of roof conditions, including identifying current and potential issues,
(2)Providing detailed reports, including dilapidation assessments, to highlight necessary repairs and future maintenance needs.
(f)Leak Analysis and Diagnostic Reports:
(1)Investigating the source of roof leaks and other roofing issues,
(2)Presenting professional findings and recommending effective solutions to prevent future occurrences.
(g)Defects Reporting and Remedial Roof Repairs:
(1)Identifying and documenting roof defects,
(2)Recommending and consulting on effective repair solutions for damaged or aging roofs.
(h)Pre-Purchase Roof Inspections and Reports:
(1)Evaluating roof conditions for potential buyers,
(2)Providing reliable information to support informed decision-making.
(i)Warranty Period Roof Inspections:
(1)Conducting thorough inspections of roofs before the warranty period expires,
(2)Identifying any defects or issues that can be claimed under warranty to ensure clients maximise their coverage.
(j)Insurance Claim Investigations:
(1)Assessing roof damages for insurance purposes,
(2)Preparing detailed reports to support claims.
(k)Independent Advice and Product Selection Guidance:
Offering unbiased, professional recommendations on roofing solutions,
(2)Assisting clients in selecting the right products based on roof pitch, drainage, aesthetics, and location.
(l)Compliance Consulting:
(1)Advising on compliance with building codes, safety standards, and regulations.
(m)Preventative Maintenance Programs:
(1)Designing tailored maintenance schedules for property portfolios,
(2)Helping clients prolong the life of their roofs and reduce long-term costs.
(n)Project Management:
(1)Coordinating roofing projects to ensure timely, quality outcomes,
(2)Managingcommunication between stakeholders and contractors.
(o)Job Completion Reports:
(1)Verifying that roofing projects meet design specifications and quality standards,
(2)Providing quality assurance documentation.
(p)Heritage Building Roof Inspections:
(1)Evaluating and recommending solutions for heritage-listed building roofs.
(q)Thermal Efficiency Assessments (NEW):
(1)Evaluating the thermal performance of roofs to determine energy efficiency,
(2)Identify heat loss or gain issues and recommend improvements to enhance insulation and reduce energy costs,
(3)Helping clients create more comfortable and sustainable living or working environments.
2.2 Roof access
You acknowledge and agree to provide RIA with all necessary access to the roof to enable RIA to: (1) provide a Proposal, (2) undertake the Services, (3) complete the Services, (4) attend to
review and assess any damage alleged by
You
against RIA.
2.3 Proposal
(a)The Services in clause 2.1 above are an overview only and may not accurately reflect the tailored Services to be supplied to the Customer. The Services are subject to any additions or alterations the subject of the scope of work in the Proposal.
(b)RIA will issue to you a Proposal and these Terms and Conditions.
(c)To supply a Proposal, RIA requires unimpeded access to the Customer’s roof.
(d)RIA may use specialised electronic equipment(drone)in circumstances where the roof is damaged, poor conditions, the condition of the roof is a safety hazard to RIA.
(e)If the Customer’s roof is higher than 6.5 metre, then RIA must hire a boom lift/cheery picker to gain access. The cost of the boom lift/cheery picker is an additional cost, payable by the Customer
2.4 Use of Reports
The Report is provided for the sole use of the Customer and must not be relied upon by any third party. No unauthorised copying or distribution is permitted without RIA’s written consent.
3. Warranty
The Report is provided for the sole use of the Customer and must not be relied upon by any third party. No unauthorised copying or distribution is permitted without RIA’s written consent.
3.1 RIA warrants that it will adhere to safety and integrity standards when performing the Service, which include:
(a)Compliance with Australian Standards: RIA will comply with applicable Australian Standards in performing the Services.
(b)Thorough Inspections: RIA will conduct comprehensive assessments per the Customer’s instructions and Proposal, and RIA will identify defects, potential risks, or non-compliance issues within the scope of the Customer’s instructions and Proposal.
(c)Impartiality and Reliability: RIA will provide unbiased and reliable reports.
(d)Certifications and Compliance: RIA will certify that the roof meets all relevant standards and systems. If non-compliance is detected, RIA shall advise on the most efficient and cost-effective ways to achieve compliance.(e)Safety and Maintenance: RIA shall propose maintenance schedules and highlight any immediate repairs needed to prevent future issues
4. Term of Agreement
4.1 Commencement of Agreement
This Agreement commences upon:
(a)Acceptanceof RIA’s Proposal, giving RIA instructions to commence work (by phone or message) set out in RIA’s Proposal and/or payment of any sum set out in our Proposal.
(b)Acceptance of these Terms and Conditions constitutes a valid and legally binding agreement and may only be varied with our express written consent
5. Payment
5.1 Agreement to pay the costing
The Customer, having been provided with the Proposal, including the Costing, agrees to pay the Costing to RIA in consideration for the Services.
5.2 Currency
Unless otherwise agreed by the parties in writing, all monetary amounts in this Agreement, including the Costing, is expressed in, and is to be paid in, Australian dollars.
5.3 When the Costing is to be paid
Unless otherwise agreed between the parties in writing, You acknowledge and agree to pay the Costing as set out in the Proposal–under the heading “Payment Terms & Invoicing”.
5.4 Payment of the Invoices
You agree to pay the invoices, in accordance with clause 5.3, without deduction or set off.
5.5 Payment upon termination
If either party elects to terminate this Agreement prior to the completion of the Services and/or the provision of the Report by RIA, then:
(a)RIA is entitled to retain all monies for Services completed;
(b)Alternatively, RIA is entitled to-retain all monies on a pro-rata basis for Services completed; and
(c)You are obliged to make any payment of any invoices issued or to be issued for Services completed.
5.6 Failure to Pay
If RIA has provided Services to You and You fail to pay the invoices when they fall due, interest on overdue invoices shall accrue daily from the date when payment becomes due, until the date of payment, at a rate of two and a half percent (2.5%) per calendar month (and at RIA’s sole discretion such interest shall compound monthly at such a rate) after as well as before any judgment. In addition to the above, RIA may:
(a)commence legal proceedings against You for the recovery of any invoice which is overdue by60days or more from the date of the invoice; and/or(b)Pursuant to the Privacy Act 1988 (Cth):(1)RIA may lodge the Customer’s repayment history on the Customer’s credit report, if payment(s) have not been made more than 14days after the due date; and/or
(2)RIAmay lodge a defaultonthe Customer’scredit report, if payment(s) have beenoverdue for at least 60 days and are equal to or exceed$150.00.
(c)RIA will be entitled to all reasonable costs relating to theCustomer’s default under the Agreement and/or non-payment of the invoices. RIA estimates $500 as a genuinepre-estimate of loss, for its own administrative costs andcosts for its lawyer to issue a demand letter to theCustomer.
6. Termination of Agreement
Who may terminate
Subject to clause 5.5 and 6.2, either You or RIA is entitled at anytime following the execution of this Agreement to terminate the Agreement
6.2 How termination is to occur
Any party wishing to terminate this Agreement must do so by giving written notice to the other party:
(a)For convenience: 21 days written notice;
(b)For cause: 7 days written notice:(1)RIA not receiving access to the roof, instructions, or information necessary to perform the Services,(2)The Customer, if RIA is unable to complete the Services as agreed and 7-days’ notice to perform the Services was issued by You to RIA and was not completed.
(c)Termination of the Agreement will occur after the applicable notice period lapsed
6.3 No other termination valid
For the avoidance of doubt, no termination of this Agreement will be effective if it does not comply with this clause6
7. Limited Liabilityand Indemnity
(a)RIA is not liable for any loss of profit, loss of revenue, loss of business, loss of agreements or contracts, loss or damage to goodwill, economic or financial loss, damage, consequential loss, loss of opportunity or benefit, loss of a right or any other indirect loss suffered by You arising from:(1)Services completed by RIA, (2)due to any factors outside the control of RIA, (3)the Customer’s breach or failure to comply with any third-party licence; or (4)the Customer, officers, employees, servants, agents, contractors and assigns fail to take all reasonable steps to mitigate any loss.
(b)RIA shall not be liable for any direct, indirect, incidental, consequential or special damage arising out of or in connection with the Services.
(c)To the extent permitted by law, the total liability of RIA, whether in contract, warranty or negligence shall be limited to the amount paid by the Customer.
(d)Any claim must be made within one (1) year of the inspection date.
(e)You acknowledge and agree that it will take all reasonable steps to mitigate any loss and damage and i fit fails to do so, RIA will be entitled to reduce any liability for the sum equal to the failure to mitigate.
(f)The Customer indemnifies RIA against any loss, damage, claim or expense arising from any unauthorised use, disclosure or distribution of the Report or any Intellectual Property provided by RIA.
8. Disputes
(a)If You become aware of an issue with the Services rendered by RIA, within 30-days of the issue coming to the notice of the Customer, You must notify RIA in writing setting out the following:(1)the nature of the issue(including supporting documents and photographic evidence), (2)what out come You wants; and (3) what action You think will remedy its concern(Dispute Notice).
(b)RIA will be given the opportunity to provide a written response to You within 21-days of receiving the Dispute
(c)Notice and being given access to inspect the Customer’s roof.
d)Following RIA’s response, if the Dispute Notice has not been resolved, the parties agree to the following process:(1)within 14-days of RIA’s response, the parties will first attempt to resolve the dispute through good faith negotiations, (2)If the Dispute Notice cannot be resolved through negotiation within 30 days, the parties agree to submit the dispute to mediation administered by a mutually agreed-upon mediator, (3)Each party shall bear its own costs and expenses of the negotiations and mediation, and an equal share of the mediator’s fees and any administrative fees of the mediator.
9. Confidential Information
9.1 Obligation to maintain confidentiality
RIA agrees to use its best endeavours to not disclose, utilise, use, or reveal the Customer’s Confidential Information.
9.2 Obligation survives termination
RIA’s obligation to maintain confidentiality under clause 9.1 survives upon termination of this Agreement.
10. Intellectual Property
(a) All Intellectual Property owned by RIA prior to the commencement of the Services, or developed independently of the Services, remains the property of RIA.
(b)Subject to payment of RIA’s invoices in full, RIA grants the Customer a non-exclusive, non-transferable, royalty-free licence to use the Report and any Intellectual Property contained in the Report solely for the Customer’s internal business purposes.
(c)The Customer must not reproduce, distribute, disclose, or use the Report or any part of the Intellectual Property for any purpose other than as expressly permitted under this Agreement, without RIA’s prior written consent.
(d)All methodologies, processes, know-how, templates, and other materials used or developed by RIA in providing the Services (other than the specific content of the Report)remain the exclusive property of RIA.
(e)Nothing in this Agreement transfers ownership of RIA’s Intellectual Property to the Customer, except as expressly set out above
11. Notice
All notices, requests, demands or other communications made or purported to be made under this Agreement must be given in writing and delivered to the parties at the following addresses:
(a)The Customer
Addressed to the You, via email and address as specified by You.
(b)Roof Inspection Australia Pty Ltd
Email: contact@riax.com.au
And
Post: PO Box 81, Cherrybrook NSW 2126
12. Return of property
In the event this Agreement terminates:
(a)RIA will, within three days of termination, return to You any property or documentation in RIA’s possession which is the property of the Customer; and
(b)You will, within three days of termination, return to RIA any property or documentation on the Customer’s premises or in the Customer’s possession which is the property of RIA.
13. Governing law
This Agreement is to be governed by and construed in accordance with the laws of New South Wales, Australia
14. Severability
If any provision of this Agreement is invalid or unenforceable, all other provisions of this Agreement will continue to be valid and enforceable, and that part of the Agreement rendered invalid or unenforceable is severed.