Terms & Conditions

1. Definitions

1.1. “Supplier” shall mean Doo Plus Wedding Services, its successors and assigns or any person acting on behalf of and with the authority of A Doo Plus Wedding Services.

1.2. “Client” shall mean the client (or any person acting on behalf of and with the authority of the Client) as described on any invoice, quotation, variation, work schedule or other forms as provided by the Supplier to the Client.

1.3. “Guarantor” means that person (or persons), or entity, who agrees to be liable for the debts of the Client on a principal debtor basis.

1.4. “Services” shall mean all services provided by the Supplier to the Client which are described on the invoices, quotation, variation, work schedule or any other forms as provided by the Supplier to the Client and includes any advice, recommendations, rights, benefits, privileges or facilities that are provided by the Supplier to the Client (and where the context so permits shall include any supply of Goods as hereinafter defined).

1.5. “Goods” shall mean Goods supplied by the Supplier to the Client (and where the context so permits shall include any supply of Services as defined above) and are as described on the invoices, quotation, work schedule or any other forms as provided by the Supplier to the Client.

1.6. “Price” shall mean the price payable for the Services and Goods as agreed between the Supplier and Client in accordance with clause 4 of this agreement.

2. Competition and Consumer Act 2010 (“CCA”)

2.1. Nothing in this agreement is intended to have the effect of contracting out of any applicable provisions of the CCA except to the extent permitted by CCA where applicable.

3. Acceptance

3.1. Any written or oral instructions received by the Supplier from the Client for the provision of Services and/or Goods and/or the Client’s acceptance of Services and/or Goods provided by the Supplier shall constitute acceptance of the terms and conditions contained herein.

3.2. Where more than one Client has entered into this agreement, the Clients shall be jointly and severally liable for all payments of the Price.

3.3. Upon acceptance of these terms and conditions by the Client, the terms and conditions are binding and can only be amended with the written consent of the Supplier.

3.4. The Client shall give the Supplier not less than fourteen (14) days prior written notice of any proposed change of ownership of the Client or any change in the Client’s name and/or any other change in the Client’s details (including but not limited to, changes in the Client’s address, facsimile number, or business practice). The Client shall be liable for any loss incurred by the Supplier as a result of the Client’s failure to comply with this clause.

3.5. Services and/or Goods are provided by the Supplier only on the terms and conditions of trade herein to the exclusion of anything to the contrary in the terms of the Client’s order notwithstanding that any such order is placed on terms that purport to override these terms and conditions of trade.

3.6. None of the Supplier’s agents, employees, contractors, sub-contractors or representatives are authorised to make any representations, statements, conditions or agreements not expressed by the Supplier in writing nor is the Supplier bound by any such unauthorised statements.

4. Price and Payment

4.1. At the Supplier’s sole discretion the Price shall be either:

(a) as indicated on invoices provided by the Supplier to the Client in respect of Services and/or Goods provided; or

(b) the Supplier’s quoted Price (subject to clause 4.2) provided that the Client shall accept the Supplier’s quotation within thirty (30) days.

4.2. The Supplier reserves the right to change the Price in the event of a variation to the Supplier’s quotation.

4.3. At the Supplier’s sole discretion a deposit may be required.

4.4. At the Supplier’s sole discretion:

(a) payment shall be due on provision of the Services and/or Goods; or

(b) payment shall be due before the provision of the Services and/or Goods; or

4.5. The Supplier may submit a detailed payment claim at intervals not less than monthly for work performed up to the end of each month. The value of work so performed shall include the reasonable value of authorised variations and the value of materials delivered to the site but not yet performed.

4.6. Time for payment for the Services and/or Goods shall be of the essence and will be stated on the invoice or any other forms. If no time is stated then payment shall be due fourteen (14) days following the date of the invoice.

4.7. Payment will be made by cash, or by cheque, or by bank cheque, or by direct credit, or by any other method as agreed to between the Client and the Supplier.

4.8. GST and other taxes and duties that may be applicable shall be added to the Price except when they are expressly included in the Price.

4.9. Receipt by the Supplier of any form of payment other than cash shall not be deemed to be payment until that form of payment has been honoured, cleared, or recognised.

5. Provision of Services

5.1. The Supplier may provide the Services in separate instalments. Each separate instalment may be invoiced and must be paid for in accordance with the provisions in these terms and conditions.

5.2. The failure of the Supplier to provide the Services shall not entitle the Client to treat this agreement as repudiated.

5.3. The Supplier shall not be liable for any direct, special, indirect or consequential loss or damage, howsoever caused (including by the negligence of the Supplier) sustained by the Client due to failure by the Supplier to provide Services (or any of them) promptly or at all, where due to circumstances beyond the control of the Supplier or due to the Supplier’s negligence.

6. Delivery of Goods

6.1. At the Supplier’s sole discretion delivery of the Goods shall take place when the Client takes possession of the Goods at the Client’s nominated address (in the event that the Goods are delivered by the Supplier or the Supplier’s nominated carrier).

6.2. The Client shall make all arrangements necessary to take delivery of the Goods whenever they are tendered for delivery. In the event that the Client is unable to take delivery of the Goods as arranged then the Supplier shall be entitled to charge a reasonable fee for redelivery.

6.3. The failure of the Supplier to deliver shall not entitle either party to treat this contract as repudiated.

6.4. The Supplier shall not be liable for any loss or damage whatsoever due to failure by the Supplier to deliver the Goods (or any of them) promptly or at all, where due to circumstances beyond the control of the Supplier.

7. Client’s Disclaimer

7.1. The Client hereby disclaims any right to rescind or cancel the agreement or to sue for damages or to claim restitution arising out of any representation made to the Client by the Supplier.

7.2. The Client acknowledges that it does not rely, or that it is unreasonable for it to rely, on the skill or judgment of the Supplier and the Services are obtained relying solely upon the Client’s skill and judgement.

8. Risk

8.1. If the Supplier retains ownership of the Goods nonetheless, all risk for the Goods passes to the Client on delivery.

8.2. If any of the Services and/or Goods are damaged or destroyed following delivery but prior to ownership passing to the Client, the Supplier is entitled to receive all insurance proceeds payable for the Goods. The production of these terms and conditions by the Supplier is sufficient evidence of the Supplier’s rights to receive the insurance proceeds without the need for any person dealing with the Supplier to make further enquiries.

8.3. The Client acknowledges that Services and/or Goods supplied may exhibit variations in shade, colour, texture, surface and finish, and may fade or change colour over time. The Supplier will make every effort to match batches of product supplied in order to minimise such variations but shall not be liable in any way whatsoever where such variations occur.

8.4. The Supplier shall not be liable for any direct, special, indirect or consequential loss or damage howsoever caused (including by the negligence of the Supplier) incurred by the Client in connection with the Services and/or Goods caused by any event of any kind by any person (whether or not the Supplier is legally responsible for the person who caused or contributed to such loss or damage).

9. Title

9.1. The Supplier and the Client agree that ownership of the Goods shall not pass until:

(a) the Client has paid the Supplier all amounts owing for the particular Goods; and

(b) the Client has met all other obligations due by the Client to the Supplier in respect of all contracts between the Supplier and the Client.

9.2. It is further agreed that:

(a) where practicable the Goods shall be kept separate and identifiable until the Supplier shall have received payment and all other obligations of the Client are met;

(b) until such time as ownership of the Goods shall pass from the Supplier to the Client the Supplier may give notice in writing to the Client to return the Goods or any of them to the Supplier. Upon such notice the rights of the Client to obtain ownership or any other interest in the Goods shall cease;

(d) the Client is only a bailee of the Goods and until such time as the Supplier has received payment in full for the Goods then the Client shall hold any proceeds from the sale or disposal of the Goods, up to and including the amount the Client owes to the Supplier for the Goods, on trust for the Supplier;

(e) the Client shall not deal with the money of the Supplier in any way which may be adverse to the Supplier;

(f) the Client shall not charge the Goods in any way nor grant nor otherwise give any interest in the Goods while they remain the property of the Supplier;

(g) the Supplier can issue proceedings to recover the Price of the Goods sold notwithstanding that ownership of the Goods may not have passed to the Client; and

(h) until such time that ownership in the Goods passes to the Client, if the Goods are converted into other products, the parties agree that the Supplier will be the owner of the end products.

10. Specifications

10.1. All specifications, drawings, images, products, particulars of colour, texture or weight and dimensions and other information submitted to the Client are as provided by the manufacturer and the Supplier shall not be liable for any direct special, indirect or consequential loss or damage howsoever caused (including by the negligence of the Supplier) incurred by the Client resulting from the discrepancies between this information and the Services provided.

10.2. The Client acknowledges that neither the Supplier nor any person acting on the Supplier’s behalf has made any representation or given any promise or undertaking not expressly set out in this agreement whether as to the fitness of the Services for any particular purpose or any other application or matter.

11. Defects

11.1. The Client shall inspect the Services and/or Goods after they are provided and shall within seven (7) days of the Services and/or Goods being provided (time being of the essence) notify the Supplier in writing of any alleged defects, damage or failure to comply with the description, invoice, variation or quote. The Client shall afford the Supplier an opportunity to inspect the Services and/or Goods provided within thirty (30) days after they have been provided if the Client believes the Services and/or Goods are defective in any way. If the Client fails to comply with these provisions the Services and/or Goods shall be presumed to be free from any defect or damage.

11.2. For defective Services which the Supplier has agreed in writing that the Client is entitled to reject, the Supplier’s liability is limited to $100.00. Where the Client has acquired the Services as a consumer within the meaning of the CCA, the Supplier’s liability is limited to the supplying of the Services again or the payment of the cost of having the Services supplied again.

11.3. For defective Goods, which the Supplier has agreed in writing that the Client is entitled to reject, the Supplier’s liability is limited to either (at the Supplier’s discretion) replacing the Goods or repairing the Goods except where the Client has acquired Goods as a consumer within the meaning of the CCA, and is therefore also entitled to, at the consumer’s discretion either a refund of the purchase price of the Goods, or repair of the Goods, or replacement of the Goods.

11.4. Goods will not be accepted for return other than in accordance with 11.3 above.

12. Warranty

12.1. For Goods not manufactured by the Supplier, the warranty shall be the current warranty provided by the manufacturer of the Goods. The Supplier shall not be bound by or responsible for any term, condition, representation or warranty other than that which is given by the manufacturer of the goods.

12.2. The Supplier shall not be responsible for any loss or damage for the goods, or caused by the goods, or any part thereof however arising, including loss or damage arising from the Supplier’s negligence.

13. Intellectual Property

13.1. Where the Supplier has designed, drawn or written Goods for the Client, then the copyright in those designs and drawings and documents shall remain vested in the Supplier, and shall only be used by the Client at the Supplier’s discretion.

13.2. The Client warrants that all designs or instructions to the Supplier will not cause the Supplier to infringe any patent, registered design or trademark in the execution of the Client’s order and the Client agrees to indemnify the Supplier against any action taken by a third party against the Supplier in respect of any such infringement.

13.3. The Client hereby authorises the Supplier to utilise images of the Goods designed or drawn by the Supplier in advertising

14. Limitation of Liability

14.1. The sole obligation of the Supplier under this agreement is to use its reasonable efforts to provide the Services and/or Goods and in no event shall the Supplier be liable for any other claims or damages including, but not limited to, claims for faulty design, faulty material, negligent or misleading advice, damages arising from loss or use of the products or services, and any indirect, special or consequential damages or injury to any person (including personal injury), corporation or other entity.

14.2. If any Services and/or Goods supplied pursuant to this agreement are provided to the Client as a “consumer” of goods or services within the meaning of that term in the CCA, the Client will have the benefit of certain non-excludable rights and remedies in respect of the products or services and nothing in these terms and conditions excludes or restricts or modifies any condition, warranty, right or remedy which pursuant to the CCA is so conferred. However, if the Services and/or Goods are of a kind not ordinarily acquired for personal, domestic or household use or consumption pursuant to the CCA, the Supplier limits its liability to:

(a) the supply of the Services and/or Goods again; or

(b) the payment of the cost of having the Services and/or Goods supplied again or repaired.

14.3. Subject to clause 14.2 above, the Supplier is not liable for default or failure in performance of its obligations pursuant to this agreement resulting directly or indirectly from acts of God, civil or military authority, acts of public enemy, war, accidents, fires, explosions, earthquakes, floods, the elements, strikes, labour disputes, shortage of suitable parts, components, materials, labour or transportation or any other cause beyond the reasonable control of the Supplier.

14.4. Subject to clause 14.2 above, the Supplier is not responsible for any loss caused by an error or defect in the products or errors or faults caused by the services provided by any person.

15. Default and Consequences of Default

15.1. Interest on overdue invoices shall accrue daily from the date when payment becomes due, until the date of payment at a rate of five percent (5%) per month (and at the Supplier’s sole discretion such interest shall compound monthly at such a rate) after as well as before any judgment.

15.2. In the event that the Client’s payment is dishonoured for any reason the Client shall be liable for any dishonour fees incurred by the Supplier.

15.3. If the Client defaults in payment of any invoice when due, the Client shall indemnify the Supplier from and against all costs and disbursements incurred by the Supplier in pursuing the debt including legal costs on a solicitor and own Client basis and the Supplier’s collection agency costs.

15.4. Without prejudice to any other remedies the Supplier may have, if at any time the Client is in breach of any obligation (including those related to payment), the Supplier may suspend or terminate the provision of Services to the Client and any of its other obligations under the terms and conditions. The Supplier will not be liable to the Client for any loss or damage the Client suffers because the Supplier has exercised its rights under this clause.

15.5. If any account remains overdue after thirty (30) days then an amount of $220.00 shall be levied for administration fees which sum shall become immediately due and payable.

15.6. Without prejudice to the Supplier’s other remedies at law, the Supplier shall be entitled to cancel all or any part of any order of the Client which remains unfulfilled and all amounts owing to the Supplier shall, whether or not due for payment, become immediately payable in the event that:

(a) any money payable to the Supplier becomes overdue, or in the Supplier’s opinion the Client will be unable to meet its payments as they fall due; or

(b) the Client becomes insolvent, convenes a meeting with its creditors or proposes to enter into an arrangement with creditors, or makes an assignment for the benefit of its creditors; or

(c) a receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of the Client or any asset of the Client.

16. Security and Charge

16.1. Despite anything to the contrary contained herein or any other rights which the Supplier may have however:

(a) Where the Client is the owner of land, realty or any other asset capable of being charged, the Client agrees to mortgage and/or charge all of its joint and/or several interest in the said land, realty or any other asset to the Supplier or the Supplier’s nominee to secure all amounts and other monetary obligations payable under these terms and conditions. The Client acknowledges and agrees that the Supplier (or the Supplier’s nominee) shall be entitled to lodge where appropriate a caveat, which shall be withdrawn once all payments and other monetary obligations payable hereunder have been met;

(b) Should the Supplier elect to proceed in any manner in accordance with this cause and/or its sub-clauses, the Client shall indemnify the Supplier from and against all the Supplier’s costs and disbursements including legal costs on a solicitor and own Client basis; and

(c) The Client agrees to irrevocably nominate, constitute and appoint the Supplier or the Supplier’s nominee as the Client’s true and lawful attorney to perform all necessary acts to give effect to the provisions of this clause 16.1.

17. Compliance with Laws

17.1. The Client and the Supplier shall comply with the provisions of all statutes, regulations and bylaws of government, local and other public authorities that may be applicable to the works.

17.2. The Client shall obtain at the expense of the Client all licenses and approvals (if any) that may be required for the works.

18. Dispute Resolution

18.1. If a dispute arises between the parties to this agreement, then either party shall send to the other party a notice of dispute in writing adequately identifying and providing details of the dispute. Within 14 days after service of a notice of dispute, the parties shall confer at least once, to attempt to resolve the dispute. At any such conference each party shall be represented by a person having authority to agree to a resolution of the dispute. In the event that the dispute cannot be so resolved either party may by further notice in writing delivered by hand or sent by certified mail to the other party refer such dispute to arbitration. Any arbitration shall be:

(a) referred to a single arbitrator to be nominated by the President of the Institute of Arbitrators Australia; and

(b) conducted in accordance with the Institute of Arbitrators Australia Rules for the Conduct of Commercial Arbitration.

19. Cancellation

19.1. The Supplier may cancel any contract to which these terms and conditions apply or cancel the provision of Services and/or Goods at any time before the Services and/or Goods are provided by giving notice to the Client. On giving such notice, the Supplier shall repay to the Client any sums paid in respect of the Price. The Supplier shall not be liable to any loss of damage arising from such cancellation.

19.2. In the event that the Client cancels the provision of Services and/or Goods, the Client shall be liable for any loss incurred by the Supplier (including, but not limited to, any loss of profits) up to the time of cancellation.

20. General

20.1. If any provision of these terms and conditions shall be invalid, void, illegal or unenforceable, the validity, existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired;

20.2. There terms and conditions and any contract to which they apply shall be governed by the laws of New South Wales and are subject to the jurisdiction of the courts of New South Wales;

20.3. The Supplier shall be under no liability whatsoever to the Client for any direct losses and/or expense (including loss of profit) suffered by the Client arising out of a breach by the Supplier of these terms and conditions, including the Supplier’s negligence.

20.4. In the event of any breach of this contract by the Supplier, the remedies of the Client shall be limited to damages which under no circumstances shall exceed the Price of the Services.

20.5. 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 the Supplier.

20.6. The Supplier may license, assign or sub-contract all or any part of its rights and obligations without the Client’s consent.

20.7. The Client agrees that the Supplier may review these terms and conditions at any time. If, following any such review, there is to be any change to these terms and conditions, then that change will take effect from the date on which the Supplier notifies the Client of such change.

20.8. Neither party shall be liable for any default due to any act of God, war, terrorism, strike, lock-out, industrial action, fire, flood, storm or other event beyond the reasonable control of either party.

20.9. The failure by the Supplier to enforce any provision of these terms and conditions shall not be treated as a waiver of that provision, nor shall it affect the Supplier’s right to subsequently enforce that provision.