Terms of service


    1. ACCEPTANCE 
  1. This Agreement is between Approval Masters Pty Ltd ABN 97 668 069 663 its successors and assignees, (referred to as “we”, “us”, “our” or “Company”), and the Client described in the Fee Proposal (referred to as “you” or “your”), and collectively the Parties.
  2. You have requested the services set out in the attached Fee Proposal (Services). You agree and accept that these Terms and Conditions (Terms) form the agreement under which we will supply Services to you. Please read the Terms carefully.  Please contact us if you have any questions.
  3. You accept our Fee Proposal and Terms by:
    4.
          1. accepting the Fee Proposal online;
          2. signing and returning the Fee Proposal; 
          3. confirming in writing including by email that you accept the Fee Proposal; 
          4. allowing us to proceed with the Services; or 
  4. making part or full payment for the Services, by the methods set out in our Fee Proposal or our tax invoice to you (Invoice). 
  5. If set out in the Fee Proposal, we will not commence performing our Services until we have received payment of the Fees.
    6.
        1. Refunds: To the extent permitted by law, you will not be entitled to refunds of any kind.
      1. YOUR COMMITMENT TO US
        1. You warrant that throughout the term of this Agreement that:
          1. there are no legal restrictions preventing you from agreeing the Terms;
          2. you will cooperate with us and provide us with information and comply with requirements in a timely manner, as requested by us from time to time, that are reasonably necessary to enable us to perform the Services;
          3. the information you provide to us is true, correct and complete;
          4. you will not infringe any third-party rights in working with us and receiving the Services;
          5. you will inform us if you have reasonable concerns relating to our provision of Services under the Terms, with the aim that we and you will use all reasonable efforts to resolve the concerns;
          6. you will use your best endeavours to comply with any instructions that we provide to you;
          7. you allow us to communicate on your behalf to enable us to perform the Services, including but not limited to communicating with local councils, certifiers, town planners etc.;
          8. unless set out in the Fee Proposal, you are responsible for obtaining any consents, licences and permissions from other parties necessary for the Services to be provided, at your cost, and for providing us with the necessary consents, licences and permissions.
        2. You warrant that you will not canvass, employ, induce or attempt to employ, induce, solicit or entice away from us, any employee or contractor that was employed by or contracted to us during the term that we provide Services to you or the prior twelve (12) month period.
      2. YOUR APPROVALS/DEADLINES
        1. Where we provide you with any approval item, you must notify us in writing whether you do or do not accept the completed approval item by the due date provided to you.
        2. If we do not receive a response from you by the due date set out on the approval item, you will be deemed to have accepted the approval item.
        3. Your acceptance of the completed approval item in accordance with this clause 3 means that the approval item is complete, and no further amendments are necessary. 
        4. Where we are unable to proceed to the next stage of the Services until we receive your approval/response, Additional Fees may be incurred where we must reschedule Services, staff or facilitate continuance due to unplanned delays. 
        5. Where you are required to arrange an inspection in order to progress in the approvals process, it is your sole responsibility to arrange this (unless set out otherwise in the Fee Proposal). To the extent permitted by law, we will not be liable where you miss any deadline and as a result have to start the approvals process again. 
      3. OUR SERVICES
        1. We agree to perform the Services set out in the Fee Proposal with due care and skill.
        2. Unless stated otherwise in the Fee Proposal, our Services do not include site visits and can be performed remotely. All information used to perform our Services is obtained from aerial imagery, council databases, title searches/plans of subdivision and information provided by you.
        3. We may provide the Services to you using our employees, contractors and third-party providers and they are included in these Terms.
        4. When you engage third parties that are neither our employees nor contractors we have directly appointed, their services or products fall under your oversight. We bear no liability for the outcomes or quality of the services or products provided by these independent third parties.
        5. We will endeavour to store or archive all electronic files used in the production of your Services. However, we provide no guarantee that any stored or archived files can be retrieved in the future and it is your responsibility to have copies saved.
        6. Any project compliance information provided to you is based on current regulations and legislations and may be subject to change.
        7. Any cost estimates provided to you is an estimate only and may be subject to change.
        8. Any estimated time frame for completion is an estimate only and subject to change. To the extent permitted by law, we will not be liable for any delays. Both Parties must take all reasonable steps to minimise any delay to the Services.
      4. PRICE, INVOICING AND PAYMENT 
        1. You agree to pay us the amounts set out in our Fee Proposal, including any Deposit required.  All amounts are stated in Australian dollars.  All amounts exclude Australian GST (where applicable).  Payment may be made by way of credit card or other payment methods as set out in our Fee Proposal when purchasing our Services.
        2. You agree to pay our Invoices by the payment date set out on the Invoice. If you do not pay by the payment date (including any other services we have provided to you), we may cease to provide the Services to you until we receive payment.
        3. We may charge interest at a rate equal to the Reserve Bank of Australia’s cash rate from time to time plus 8% per annum, calculated daily and compounding monthly, on any amounts unpaid after the payment date.
        4. If invoices are unpaid after the payment date, we have the right to engage debt collection services for the collection of unpaid and undisputed debts, and the right to commence legal proceedings for any outstanding amounts owed to us at your expense. You acknowledge and agree that you are liable for and will pay all costs including debt collection, commission, solicitor’s fees and any out-of-pocket expense, and that you will indemnify us for the full amount of our legal and debt recovery costs.
        5. We reserve the right to report bad debts to independent credit data agencies.
      5. VARIATIONS 
        1. Our Services cover the scope set out in the Fee Proposal.  
        2. If during the course of our engagement there are changes in the specifications of the Services, the changes will be treated as a Variation.
        3. Where a Variation occurs we reserve the right to stop work and review the Service Fees. 
        4. We have discretion as to whether we perform this work and whether an adjustment to the Fee may be required in respect of the same, or if we are unable to accommodate for such Variation, we may request that we be paid for Services performed to date and terminate this Agreement. 
        5. If we agree to perform any Variation, then we will inform you of the additional costing (Variation Fee).  You need to approve, in writing, the Variation and Variation Fee, before we commence work.  We will invoice you accordingly for the Variation upon receipt of your approval.
      6. CONFIDENTIAL INFORMATION
        1. We, including our employees and contractors, agree not to disclose your Confidential Information to any third party; to use all reasonable endeavours to protect Confidential Information from any unauthorised disclosure; only to use the Confidential Information for the purpose for which it was disclosed by you and not for any other purpose.
        2. You agree not to disclose our Confidential Information to any third party; to use all reasonable endeavours to protect Confidential Information from any unauthorised disclosure; and only to use the Confidential Information for the purpose for which it was disclosed or provided by us to you, and not for any other purpose.
        3. These obligations do not apply to Confidential Information that:
          1. is authorised to be disclosed;
          2. is in the public domain and/or is no longer confidential, except as a result of breach of these Terms;
          3. is received from a third party, except where there has been a breach of confidence; or
          4. must be disclosed by law or by a regulatory authority including under subpoena.
        4. The obligations under this clause will survive termination of these Terms. 
      7. FEEDBACK AND DISPUTE RESOLUTION
        1. Your feedback is important to us. We seek to resolve your concerns quickly and effectively. If you have any feedback or questions about our Services, please contact us.
        2. If there is a dispute between the Parties in relation to these Terms, the Parties agree to the following dispute resolution procedure:
          1. The complainant must tell the respondent in writing, the nature of the dispute, what outcome the complainant wants and what action the complainant thinks will settle the dispute. The Parties agree to meet (virtually) in good faith to seek to resolve the dispute by agreement between them (Initial Meeting).
          2. If the Parties cannot agree how to resolve the dispute at that initial meeting, any Party may refer the matter to a mediator. If the Parties cannot agree on who the mediator should be, the complaining Party will ask the Law Society of Queensland to appoint a mediator. The mediator will decide the time and place for mediation. The Parties must attend the mediation in good faith, to seek to resolve the dispute and will be equally responsible for the costs of the mediator.
        3. Any attempts made by the Parties to resolve a dispute pursuant to this clause are without prejudice to other rights or entitlements of the Parties under these Terms, by law or in equity.
      8. TERMINATION
        1. Termination without cause: either Party may terminate these Terms without cause by providing notice, in writing (including by email).
        2. If either Party commits a remediable breach of these Terms and does not remedy the breach at its cost within a reasonable time after receiving written notice of the breach from the other Party, then the Parties agree to engage in the dispute resolution process set out in clause 8.2. in the first instance. If the dispute is not resolved after following that process, then either Party may terminate these Terms at any time upon written notice to the other Party.
        3. We may terminate these Terms immediately upon written notice to you, if :
          1. you commit a non-remediable breach of these Terms ;
          2. you fail to provide us with clear or timely instructions to enable us to provide the Services;
          3. we, acting reasonably, consider that our working relationship has broken down including a loss of confidence and trust 
          4. for any other reason outside our control which has the effect of compromising our ability to perform the Services within the required timeframe; or . 
          5. you fail to pay an invoice by the due date.
        4. You may terminate these Terms immediately upon written notice to us if:
          1. we commit a non-remediable breach of these Terms; or
          2. you, acting reasonably, consider that our working relationship has broken down including a loss of confidence or trust.
        5. On termination of this Agreement, you must pay for all Services provided prior to termination, including any Services which have been performed and have not yet been billed to you.
        6. On termination of these Terms you agree to promptly return (where possible), or delete or destroy (where not possible to return), our Confidential Information and Intellectual Property, and/or documents containing or relating to our Confidential Information and Intellectual Property.
        7. On termination of these Terms, we agree to promptly return (where possible), or delete or destroy (where not possible to return), your Confidential Information and Intellectual Property, and/or documents containing or relating to your Confidential Information and Intellectual Property.
        8. On completion of the Services, we will retain your documents (including copies) as required by law or regulatory requirements. Your express or implied agreement to the Terms constitutes your authority for us to retain or destroy documents in accordance with the statutory periods, or on termination of these Terms.
        9. The accrued rights, obligations and remedies of the Parties are not affected by the termination of these Terms. 
      9. CONSUMER LAW, LIMITATION OF LIABILITY AND DISCLAIMERS
    1. ACL: If you are a consumer within the meaning of that term for Schedule 2 of the Competition and Consumer Act 2010 (Cth) (CCA), certain legislation including the Australian Consumer Law (ACL) in the CCA, and similar consumer protection laws and regulations may confer you with rights, warranties, guarantees and remedies relating to the provision of Services by us to you which cannot be excluded, restricted or modified (Statutory Rights). Our liability is governed solely by the ACL and these Terms. Nothing in these Terms excludes your Statutory Rights as a consumer under the ACL. You agree that our liability for Services provided to an entity defined as a consumer under the ACL is governed solely by the ACL and these Terms.  We exclude all conditions and warranties implied by custom, law or statute except for your Statutory Rights.
      2.
        1. Delay: Where the provision of Services depends on your information or response, we have no liability for a failure to perform the Services in this estimated period, which is affected by your delay in response, incomplete or incorrect information.
        2. Referral: On request by you, we may provide you with contact details of third party specialists.  This is not a recommendation by us for you to seek their advice or to use their services.  We make no representation or warranty about the third party advice or provision of services, and we disclaim all responsibility and liability for the third party advice or provision of services, or failure to advise or provide services.
        3. Warranties: To the extent permitted by law, we exclude all express and implied warranties, and all material and work is provided to you without warranties of any kind, either express or implied. We expressly disclaim all warranties including but not limited to implied warranties of merchantability and fitness for a particular purpose. 
        4. Liability: Our liability for any Liability or Claim in relation to any Services, Fee Proposal or these Terms (whether under statute, contract, negligence or other tort, indemnity, or otherwise) will be limited to the amount of the Fees paid by you to us in respect of the relevant Services.
        5. We will not be liable to you for any Liability or Claim arising (whether under statute, contract, negligence or other tort, indemnity, or otherwise) in relation to any Consequential Loss.
        6. To the extent permitted by law, we will not be liable to you for any Liability or Claim caused or contributed by:
          1. Goods or services you purchase from a third party;
          2. any errors/inaccuracies in any approval items approved, or deemed to be approved by you;
          3. any errors/inaccuracies in any information provided to us by you;
          4. any errors/inaccuracies due to reasons out of our control, including but not limited to inaccuracies in aerial imagery;
          5. implied or express guarantees, representations or conditions of any kind, which are not stated in the Terms. Results are not guaranteed;
          6. any delays out of our reasonable control;
          7. the corruption, deletion or changes in part or whole of any Electronic Data;
          8. errors in producing, altering, erasing or using Electronic Data;
          9. difficulties in receiving, sending, accessing or utilising Electronic Data at any time; and 
          10. any loss, damage, costs including legal costs, or expense whether direct, indirect, incidental, special, consequential and/or incidental, including loss of profits, revenue, production, opportunity, access to markets, goodwill, reputation, use or any indirect, remote, abnormal or unforeseeable loss, or any loss or damage suffered by you or claims made against you, arising out of or in connection with the inability to access or use the Services, and the late supply of Services, even if we were expressly advised of the likelihood of such loss or damage. 
        7. This clause will survive termination of these Terms.

      1. INDEMNITY
        1.  You are liable for and agree to indemnify, defend and hold us harmless for and against any and all Claims, liabilities, suits, actions and expenses, including costs of litigation and reasonable legal costs, resulting directly or indirectly from:
          1. any information provided by you to us that was not accurate, up to date or complete or was misleading or a misrepresentation ;  
          2. your breach of these Terms 
          3. any misuse of the Services by you, your employees, contractors or agents; and 
          4. your breach of any law or third party rights
        2. We are liable for and agree to indemnify, defend and hold harmless for and against any and all Claims, liabilities, suits, actions and expenses, including costs of litigation and reasonable legal costs, resulting directly or indirectly from:
          1. any information provided to you by us that was not accurate, up to date or complete or was misleading or a representation;
          2. our breach of these Terms;
          3. any defect or omission in the Services from or by us, our employees, contractors or agents;
          4. our breach of any law or third party rights in connection with our provision of the Services to you.
        3.  The Parties agree to co-operate with each other (at their own expense) in the handling of disputes, complaints, investigations or litigation that arises as a result of these Terms . 
      2. GENERAL 
        1. Privacy: We agree to comply with the legal requirements of the Australian Privacy Principles as set out in the Privacy Act 1988 (Cth) and any other applicable legislation or privacy guidelines.
        2. Publicity: You consent to us stating that we provided Services to you, including but not limited to taking photographs/videos of our work and mentioning you on our website, social media platforms and in our promotional material, unless you give us written notice that you withdraw your consent in this regard.
        3. Email: You acknowledge that we are able to send electronic mail to you and receive electronic mail from you. You release us from any claim you may have as a result of any unauthorised copying, recording, reading or interference with that document or information after transmission, for any delay or non-delivery of any document or information and for any damage caused to your system or any files by a transfer.
        4. GST: If and when applicable, GST or other foreign equivalent payable on our Services will be set out on our Invoices.  By accepting these Terms you agree to pay us an amount equivalent to the GST or other foreign equivalent imposed on these charges.
        5. Relationship of parties: The Terms are not intended to create a relationship between the parties of partnership, joint venture, or employer-employee or carer.
        6. Assignment: The Terms are personal to the Parties.  A Party must not assign or deal with the whole or any part of its rights or obligations under these Terms without the prior written consent of the other Party (such consent not to be unreasonably withheld). 
        7. Severance: To the extent permitted by law, if any provision (or part of it) under these Terms is held to be unenforceable or invalid in any jurisdiction, then it will be interpreted as narrowly as necessary to allow it to be enforceable or valid. If a provision (or part of it) under these Terms cannot be interpreted as narrowly as necessary to allow it to be enforceable or valid, then the provision (or part of it) must be severed from these Terms and the remaining provisions (and remaining part of the provision) of these Terms are valid and enforceable.
        8. Force Majeure: Neither Party will be liable for any delay or failure to perform its obligations under these Terms if such delay is due to any circumstance beyond their reasonable control . 
        9. Jurisdiction & Applicable Law: These terms are governed by the laws of Queensland and the Commonwealth of Australia. Each party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts operating in Queensland.
        10. Entire Agreement: These Terms and any document expressly referred to in them represent the entire agreement between you and us and supersede any prior agreement, understanding or arrangement between you and us, whether oral or in writing.
      3. DEFINITIONS 
        1. Claim means any actual, contingent, present or future claim, demand, action, suit or proceeding for any Liability, restitution, equitable compensation, account, injunctive relief, specific performance or any other remedy of whatever nature and however arising, whether direct or indirect, and whether in contract, tort (including but not limited to negligence) or otherwise;
        2. Confidential Information includes confidential information about the business, structure, programs, processes, methods, operating procedures, activities, products and services, trade secrets, know how, financial, accounting, marketing and technical information, customer and supplier lists (including prospective customer and supplier information), ideas, concepts, know-how, Intellectual Property, technology, and other information whether or not such information is reduced to a tangible form or marked in writing as "confidential".
        3. Consequential Loss means any loss of actual or anticipated profits, revenue, savings, production, business, opportunity, goodwill, reputation, publicity, date or use;
        4. Electronic Data means ideas, notes and information used for communications, displays, distribution, interpretation or processing by electronic and electromechanical data processing systems or electronic equipment and includes programmes, software and other coded instructions for such equipment.  
        5. Fee Proposal means the fee proposal to which these Terms are attached. 
        6. GST means GST as defined in the A New Tax System (Goods and Services Tax) Act 1999 (Cth) as amended from time to time or any replacement or other relevant legislation and regulations, or other foreign equivalent. 
        7. Laws means acts, ordinances, regulations, rules, code and by-laws of the Commonwealth or any state or territory;
        8. Liability means any loss, liability, cost, payment, damages, debt or expense (including but not limited to reasonable legal fees);
        9. Services means the services set out in the Fee Proposal;
        10. Term means the term set out in the Fee Proposal.