
CALL (08) 9535 2055

Terms and Conditions
1.1 Upon acceptance of the Quote by the Client, the parties agree that:
(a) North Coast Design Pty Ltd (ABN: 27 090 766 073) (NCD) (trading as Complete Structural Design) will provide the Client with the Services; and
(b) the Client will pay NCD the Fee for the Services,
in accordance with the Quote and these terms and conditions (Agreement).
1.2 The Client acknowledges and agrees that they have read the Quote and these terms, and have had the opportunity to seek appropriate advice, ask questions of NCD and negotiate the terms of Agreement.
2 Definitions
Builder means the person ultimately engaged by the Client to carry out the necessary construction works for completion of the building on the Site and where the context so admits includes any subcontractors.
Client means the person or body corporate that has requested the Services from NCD and being named in the Quote.
Consultants include structural engineers, energy assessors and building surveyors together with such other consultants as may be appointed by the Client and or NCD.
Fee means the amount payable by the Client to NCD for the provision of the Services as specified in the Quote or as otherwise agreed in writing between the parties. The Fee includes all costs, charges, and expenses incurred by NCD unless expressly stated otherwise, and shall be paid in accordance with this Agreement.
Quote means the quote provided to the Client.
Services means the services outlined in the Quote, and includes any further services agreed between the parties in writing.
Site means the land and or property named in the Quote, the subject of the Services.
3 NCD's responsibility and authority
3.1 Services
(a) In the performance of the Services NCD will exercise reasonable skill and care in conformity with the normal standards of the practice of industry in which it operates.
(b) The Client will give NCD adequate instructions within a reasonable time of being requested to do so.
(c) NCD will make all reasonable efforts to keep the Client informed of time frames and any changes to them for the provision of the Services. The Client acknowledges, however, that accurate time frames may not always be possible due to factors beyond NCD’s control, including dependencies on third parties.
3.2 Insurance
NCD will maintain professional indemnity insurance and will provide evidence of such insurance to the Client when requested.
3.3 Variation to Design or Drawings
(a) If any material alterations, additions, or omissions to the designs, drawings, or documents are required, the Client must notify NCD as soon as possible.
(b) Where any alterations, additions, or omissions are required, whether the Client has requested such changes or due to consultation with or information received from a third party (e.g. due to builder requirements or local government requirements), the Client will be responsible for any additional costs.
3.4 Design Compliance
(a) While NCD endeavours to incorporate all relevant codes, design guidelines, local government policies, and developer requirements into its design documentation, NCD cannot guarantee that every requirement has been fully accounted for. Any non-compliance with the Residential Design Codes (R-Codes) or local government planning policies remains subject to approval by the relevant local government authority.
(b) Any justification provided for non-compliance does not guarantee approval will be granted, and amendments to the design may be required.
(c) Delays in obtaining building and planning approvals due to non-compliance with the R-Codes or local planning policies may occur following the lodgement of documentation to the relevant authorities.
(d) NCD will liaise with the relevant authorities and address matters that arise during the assessment and processing of the submitted documentation. However, the level of work required for this task is inherently variable and largely dependent on the feedback received from decision-makers and secondary consultants.
(e) Any additional work:
(i) to amend documentation;
(ii) to liaise with relevant authorities; and or
(iii) which relates to non-compliance issues,
will incur additional costs to the Client, unless otherwise agreed in writing with NCD.
3.5 Contractors and suppliers
(a) NCD is responsible only for services provided by NCD, including the Services, and makes no warranty as to the suitability of services or products provided by any third party, including any specialist, Consultant, contractor or supplier.
(b) NCD may arrange for the preparation of, and rely on, third-party documents, including reports, certifications and assessments. NCD makes no warranty as to the suitability of any documents provided by any third party, including any specialist, Consultant, contractor or supplier.
(c) The Client will be responsible for all costs of any specialist, Consultant, contractor or supplier, including any additional costs of any specialist, Consultant, contractor or supplier, including due to a change in circumstances, requirements and or the Services.
3.6 Inspection
(a) NCD may conduct Site inspections as deemed necessary.
(b) Supervision of work performed under any contract entered by the Client and a third party, including any building contract is not part of the Services to be performed and provided by NCD and except in an emergency NCD will not issue instructions to the Builder on behalf of the Client.
4 Client's responsibility
4.1 Client's instructions
(a) The Client must give NCD instructions adequate to define the Client's design requirements and must continue to provide sufficient further instructions, as required, to allow NCD to provide the Services.
(b) The Client must ensure that decisions are made and that they provide the required information within a reasonable time so as not to delay NCD's work.
4.2 Site particulars
The Client is responsible for the provision of all legal, survey and other particulars concerning the Site, including particulars of existing structures, services and features, subsurface conditions and adjoining sites and structures and for the provision of any other advice and assistance not provided by NCD as part of the Services.
4.3 Client's representative
(a) Where the Client has appointed a project manager or any third party representative to co-ordinate and or assist with the project, the Client must confirm, in writing, whether the representative has authority to give instructions to NCD with respect to the Services.
(a) The Client may, at any time, in writing, replace their nominated representative and must notify NCD, in writing, of any such replacement.
(b) If at any time there is ambiguity or a conflict in the instructions given by a representative, NCD may seek instructions directly from the Client and the Client is required to provide such instructions.
4.4 Fee
(c) The Fee is to be paid to NCD progressively as provided in the Quote, or as otherwise agreed in writing.
(d) NCD is entitled to payment at monthly intervals in amounts commensurate with the Services provided, as detailed under this Agreement.
(e) The Client must pay any invoice issued by NCD without deduction or set-off within 14 days of receipt.
(f) Interest will accrue at the rate of 5 % per annum on all fees due and not paid without relieving the Client of the Client’s obligation to pay the Fee.
(g) The Client must reimburse NCD for expenses reasonably and properly incurred in connection with Services provided under this Agreement.
(h) Should additional time and or services be required, any further fees will be charged at NCD's usual charge-out rates.
4.5 Goods and services tax
(a) Except for terms which are defined in this Agreement, capitalised expressions set out in this clause bear the same meaning as those expressions in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
(b) Unless this Agreement provides otherwise, and subject to this clause, any consideration that may be provided for under the Agreement is exclusive of GST. If a party makes a taxable supply in connection with this Agreement for a consideration that represents its value, then the recipient of the taxable supply must also pay, at the same time and in the same manner as the value is otherwise payable, the amount of any GST payable in respect of the taxable supply. A party's right to payment under this clause is subject to a valid tax invoice being delivered to the recipient of the taxable supply.
(c) To the extent that one party is required to reimburse another party for costs incurred by the other party, those costs do not include any amount in respect of GST for which the other party is entitled to claim an input tax credit.
(d) To the extent that any consideration payable to a party under this Agreement is determined by reference to another amount, the GST exclusive amount of the other amount must be used.
5 IP and Confidentiality
5.1 Intellectual Property Rights
For the purpose of the clause:
Copyright Act means the Copyright Act 1968 (Cth).
Documents means any works (as defined in the Copyright Act) created by NCD in the course of providing the Services including (without limitation) all plans, drawings, drafts, revisions and other documentation.
Intellectual Property Rights means any statutory and other proprietary right in respect of inventions, innovations, patents, utility models, designs, circuit layouts, mask rights, copyright (including future copyright), confidential information, trade secrets, know-how, trademarks and any other right in respect of intellectual property.
Moral Rights has the meaning given to it in the Copyright Act.
(a) The Client acknowledges and agrees that all Intellectual Property Rights in the Services, including any plans, drawings, sketches, specifications, documents, reports or other materials created or produced by NCD in connection with this Agreement, shall be owned by NCD.
(b) The Client must not infringe any Intellectual Property Rights when supplying information to NCD.
(c) Each party shall take all necessary action to ensure that it does not cause the other party to infringe any other person’s Intellectual Property Rights.
(d) Copyright in the Documents is owned by NCD and reproduction in whole or in part of the Documents without the permission of NCD will constitute an infringement of copyright in accordance with the provisions of the Copyright Act.
(e) NCD grants the Client a license to use the Documents exclusively for the purpose of the Agreement. This license is subject to the Client having paid all amounts due and payable to NCD in accordance with this Agreement, regardless of the termination of this Agreement by either party for any reason.
(f) This licence does not include the right to reproduce, distribute, or modify the Documents in any way without the prior written consent of NCD.
(g) Subject to further written permission from NCD, NCD does not grant the Client a licence to use the Documents other than in accordance with this clause. No licence is granted to allow a third party to use the Documents.
(h) NCD may consent to allow a third party to use the Documents which may include payment of an additional sum to cover the costs, losses and expenses of NCD (as determined by NCD).
(i) For the avoidance of doubt, the parties agree that:
(i) The Client shall not reproduce the Documents or reproduce the design without the written consent of NCD which may include payment of an additional sum as determined by NCD.
(ii) The Client shall not make, or allow to be made, any modifications to any works embodied by the Documents without the written consent of NCD.
(iii) The Documents prepared by NCD remain the property of NCD. NCD shall retain the Documents. The Client is entitled to a copy.
(j) It is acknowledged that NCD has a right of integrity of authorship to the Documents and that all promotional material, advertising and media releases prepared by the Client or any other third party shall not subject NCD’s work to derogatory treatment in accordance with the Copyright Act.
(k) The Client shall indemnify and keep indemnified NCD at all times against all actions, proceedings, claims, demands, liabilities, either express or implied, and all costs, losses, losses of profit, damages and expenses whatsoever which may be taken against NCD or incurred or become payable by NCD resulting or arising from:
(i) any breach by the Client of this clause 5.1; and or
(ii) any claim for infringement of any Intellectual Property Rights and or Moral Rights of a third party which may result out of the use by NCD of any materials (including documents) provided by the Client.
(l) This clause shall survive the termination or expiration of this Agreement.
5.2 Confidentiality
(a) The parties agree to keep confidential any proprietary or sensitive information (Confidential Information) shared during this Agreement, including but not limited to designs and client details.
(b) Confidential Information must only be used for fulfilling obligations under this Agreement and not disclosed to third parties without prior written consent, except where required by law.
(c) This obligation does not apply to information that is publicly available, was known before disclosure, or is received lawfully from a third party.
(d) Upon request, the party who has received Confidential Information may be required by the other party to return or destroy all Confidential Information received.
(e) These confidentiality obligations survive termination of this Agreement.
6 Other Terms
6.1 Termination
(a) This Agreement may be terminated by either party on notice in writing of no less than 5 working days.
(b) Upon termination, NCD is entitled to reasonable payment for all services provided, including the Services.
(c) Where this Agreement is terminated by the Client, other than because of a default by NCD, or is terminated by NCD because of a default/s by the Client, NCD is entitled to reimbursement for any expenses reasonably incurred by NCD in contemplation of NCD providing the balance of the Services.
6.2 Force Majeure
(a) Neither party shall be liable for any delay or failure to perform their obligations under this Agreement if such delay or failure is due to a Force Majeure Event. A "Force Majeure Event" means any event beyond the reasonable control of the affected party, including, but not limited to, acts of God, war, terrorism, civil disturbance, strikes or other industrial disputes (excluding those involving the affected party’s own employees), natural disasters, epidemics, pandemics, quarantine restrictions, fire, flood, governmental actions or restrictions, supply chain disruptions, or any other cause beyond the reasonable control of the affected party.
(b) The party affected by a Force Majeure Event shall promptly notify the other party in writing of the occurrence of such event, the expected duration, and its impact on the performance of its obligations under this Agreement. The affected party shall use all reasonable efforts to mitigate the effect of the Force Majeure Event on the performance of its obligations.
(c) If the Force Majeure Event continues for a period exceeding 30 days, either party may terminate this Agreement by providing 14 days' written notice to the other party. In the event of such termination, neither party shall have any liability to the other except for obligations accrued prior to the commencement of the Force Majeure Event.
(d) Notwithstanding the above, a Force Majeure Event shall not excuse the Client’s obligation to make payments when due for any Services provided prior to the Force Majeure Event.
6.3 Limitation of Liability
(a) Neither NCD nor the Client will have any liability to the other for any indirect loss, loss of profits or any consequential loss of any nature whatsoever, in relation to any claim associated or connected with the Services, including but not limited to, as a result of a claim for breach of contract, breach of statutory duty or negligence.
(b) Subject to clause 6.3 (a) above, NCD’s liability to the Client for any claim or claims (individually and cumulatively) of any nature whatsoever associated or connected with the Services, including but not limited to, as a result of a claim for breach of contract, breach of statutory duty or negligence, is limited to the total Fee under this Agreement.
6.4 Indemnity
(a) The Client agrees to indemnify, defend, and hold harmless NCD, its directors, officers, employees, agents, and consultants from and against any and all claims, demands, liabilities, damages, losses, expenses, fines, penalties, and costs (including reasonable legal fees) arising out of or in connection with:
(i) any breach by the Client of its obligations under this Agreement;
(ii) any negligence, wrongful act, or omission by the Client, its employees, agents, or contractors in connection with the Services;
(iii) any claim that the information, materials, or instructions provided by the Client are inaccurate, incomplete, or infringe upon the rights of any third party;
(iv) any third-party claims arising from the use or implementation of the designs, drawings, or specifications provided to the Client, except to the extent that such claims are caused by the negligence or willful misconduct of NCD.
(b) NCD shall promptly notify the Client of any claim or demand to which this indemnity applies and shall provide reasonable assistance to the Client, at the Client's expense, in the defence of such claim.
(c) The Client's indemnity obligations under this clause shall survive the termination of this Agreement.
6.5 Australian Consumer Law
(a) NCD’s services supplied to an ACL consumer come with guarantees that cannot be excluded under the Australian Consumer Law. For major failures with NCD’s services, the ACL Customer is entitled:
(i) to cancel its contract with NCD; and
(ii) to a refund for the unused portion, or to compensation for its reduced value.
(b) The ACL consumer is also entitled to choose a refund or replacement for major failures.
(c) If a failure with the services does not amount to a major failure, the ACL consumer is entitled to have the failure rectified in a reasonable time. If this is not done the ACL consumer is entitled to cancel the contract for the services and obtain a refund of any unused portion.
(d) The ACL consumer may also be entitled to be compensated for any other reasonably foreseeable loss or damage from a failure in goods or services.
6.6 Assignment
Neither the Client nor NCD must assign or transfer this Agreement without the written consent of the other, which consent must not be unreasonably withheld.
6.7 Disputes
(a) When a dispute arises under this Agreement, a party with a complaint against the other is first required to notify the other of the dispute by giving written notice specifying the nature of the dispute, the outcome required and the action believed necessary under the circumstances that will assist both in settling the dispute. Each party will then, in good faith, attempt to resolve the dispute by negotiation within the next 14 days from the date of the complaint, or longer period if the parties agree in writing.
(b) Except in the case of urgent injunctions, the parties agree to attempt to resolve any dispute in accordance with this clause prior to enforcing any other rights permitted by law in relation to this Agreement.