Terms and Conditions

Any service or product provided by CRN Consulting Pty Ltd shall be subject to the following disclaimer, and to the "CRN Consulting Pty Ltd - General Terms and Conditions of Sale_Rev2" that can be supplied in pdf format on request, and which are provided in text form below the disclaimer.

Disclaimer: “Any and all services and advice, whether written, in electronic form or verbal, provided by CRN Consulting shall not be considered as, or take the form of, legal advice. CRN Consulting recommends that customers should, at their own expense, seek legal advice to the extent they deem necessary. CRN Consulting provides no promise, warranty or claim that any service or advice provided by CRN Consulting shall prevent the customer from suffering claims for damages arising from any cause or arising under any theory of law. CRN Consulting means CRN Consulting Pty Ltd and all directors, officers and employees of CRN Consulting Pty Ltd.”

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CRN Consulting Pty Ltd - General Terms and Conditions for Sale_Rev2

Sale of any Services is expressly limited to acceptance of these Terms and Conditions by Purchaser. Any order to perform work and Supplier's performance of work shall constitute Purchaser’s acceptance of to these Terms and Conditions.

1. Definitions

Confidential Information means the fact that Supplier is providing Services to the Purchaser and all information disclosed in writing or otherwise to the Purchaser by the Supplier, or to the Supplier by the Purchaser, and however shall exclude any information that: (a) is or becomes generally available to the public other than as a result of disclosure by a Receiving Party; (b) is or becomes available to Receiving Party on a non-confidential basis from a source other than Disclosing Party; (c) is independently developed by Receiving Party , or (d) is required to be disclosed by law or valid legal process.

Contract means these Terms and Conditions together with with the Price and Services detail in any quotation or invoice issued by the Supplier

Force Majeure Event means any event as a direct or indirect result of which a Party is prevented from performing any of its obligations under the Contract, that is beyond the reasonable control of that Party and is not the direct or indirect result of the failure of that Party to perform any of its obligations under the Contract and includes act of war (whether declared or not) or terrorism, civil commotion or riot, act of God, natural disaster, epidemic, industrial action or labour disturbance, and action or inaction by a government agency.

Hazardous Materials means any toxic or hazardous substance that is regulated, listed or controlled pursuant to any national, state, provincial, or local law, statute, ordinance, directive, regulation or other legal requirement of Australia.

Hazardous Conditions means any conditions prevalent at a Site that the Supplier reasonably determines pose a threat to the safety or security of the Supplier’s personnel, including the presence of Hazardous Materials.

Insolvent/Bankrupt means that a party is insolvent, makes an assignment for the benefit of its creditors, has a receiver or trustee appointed for it or any of its assets, or files or has filed against it a proceeding under any bankruptcy, insolvency dissolution or liquidation laws.

Legal Advice means advice or recommendations, whether written, oral or in electronic form, that has been provided by a qualified and registered legal professional.

Price means the agreed price stated in the Contract for the provision of Services.

Purchaser means the individual or entity to which Supplier is providing Services under the Contract.

Sanctioned Country means any country that appears on the prevailing list of countries subject to United Nations Security Council Sanctions or Australian Autonomous Sanctions as published by the Australian
Department of Foreign Affairs and Trade.

Services means the services Supplier has agreed to perform for Purchaser under the Contract.

Site means any premises or location that the Supplier attends at the Purchaser’s request.

Supplier means CRN Consulting Pty Ltd, 3 Prase Place, Carine, WA 6020, Australia; ABN 61 167 658 791

Terms and Conditions means these “General Terms and Conditions for Sale”, and any amendments agreed in writing by both parties prior to commencement of Services.

2. Payment
Purchaser shall pay Supplier for the Services by paying all invoiced amounts, in the one of the forms stated on the invoice, in Australian dollars within fifteen (15) days from the invoice date. For each calendar month, or fraction thereof, that payment is late, Purchaser shall pay interest at the then prevailing Reserve Bank of Australia prime lending rate plus 1.5%.

3. GST
The Price shall include GST, and Purchaser shall pay to the Supplier any such GST, as required by the then prevailing legislation.

4. Supplier’s Obligations and Warranty
4.1 Supplier warrants that Services shall be performed in a competent, diligent manner and delivered in accordance with the agreed schedule.
4.2 Purchaser acknowledges that there is no actual or implied Legal Advice provided or contained in a) Supplier’s obligations, b) the Services provided by the Supplier, or c) any verbal or written advice or recommendations provided by the Supplier.
4.3 If the Supplier is notified within one (1) year of delivery that the Services have not met this warranty standard, Supplier shall re-perform defective Services or portion thereof at Supplier’s expense. No renewal of the warranty period shall apply to re-performed Services.
4.4 If delivery of the Services is delayed due to the fault of the Supplier, the Price shall be reduced by 0.5% per day for every day of delay to an aggregate limit of 10% of Price.
4.5 This Clause 4 states the Supplier’s exclusive liability for all claims based on failure of or defect in or delay in delivery of Services, regardless of when the defect arises, howsoever a claim is described and on what theory of law a claim is based. The Supplier shall bear no warranty obligation or any liability whatsoever for Services that have been altered without the prior written consent of the Supplier.

5. Purchaser’s Obligations
5.1 Purchaser shall not seek, or claim to have sought, Legal Advice from the Supplier.
5.2 Should the Purchaser wish to do so, the Purchaser may seek independent Legal Advice pertaining to the subject for which the Services are provided at the Purchaser’s own expense.

6. Confidentiality
6.1 Supplier and Purchaser (the “Disclosing Party”) may each provide the other party (the “Receiving Party”) with Confidential Information.
6.2 Receiving Party agrees: (a) to use the Confidential Information only in connection with the Contract and use of Services, (b) to take reasonable measures to prevent disclosure of the Confidential Information to third parties, and (c) not to disclose the Confidential Information to a competitor, customer or supplier of Disclosing Party, noting however that a Party may disclose Confidential Information in defence of any claim for damages by any party, and a Receiving Party may disclose Confidential Information to any party with the prior written permission of Disclosing Party.
6.3 The restrictions under this Clause 6 shall expire three (3) years after the date of disclosure.

7. Force Majeure Event
Should a Force Majeure Event occur, the obligations of the affected Party shall be suspended, and the affected Party shall have no liability to the other Party, until such time as the event has been overcome. If acts or omissions of the Purchaser or its customers or suppliers cause the delay, Supplier shall be entitled to an equitable extension of time for delivery of Services.

8. Termination and Suspension
Either party may terminate the Contract for cause if the other party becomes Insolvent/Bankrupt or commits a material breach of the Contract, providing that the party in default is provided with an opportunity to remedy the default within fifteen (15) days, or if suspension due to a Force Majeure Event has continued for longer than forty-five (45) days.

9. Compliance with Laws, Codes and Standards
9.1 Supplier shall comply with laws applicable to the performance of Services. Purchaser shall comply with laws applicable to the use of the Services.
9.2 Supplier’s shall be relieved of all obligations and Purchaser shall indemnify Supplier from all liability in the event that the Purchaser or the Purchaser’s customer or supplier a) conducts business in or with an entity based in a Sanctioned Country, or b) commits any act or omission that results in (i) money laundering, (ii) fraud, or (iii) a breach of any Australian or applicable international law or regulation in respect of human rights, environment, safety or corporate governance. Any of the above events shall be considered a material breach of contract, and the Purchaser shall indemnify the Supplier from all claims, losses, damages and expenses incurred by the Supplier as a consequence of the event.

10. Environmental, Health and Safety Matters
10.1 At any Site the Purchaser shall ensure that, at Purchaser’s expense, a) Supplier receives all appropriate induction and safety training, b) that Supplier is provided with any applicable personal protection equipment and c) that Supplier is escorted by Purchaser’s representative at all reasonable times.
10.2 If Supplier encounters Hazardous Conditions at Site, Supplier shall be escorted from the Site until Purchaser eliminates the hazardous conditions. Supplier shall be entitled to Price and schedule adjustment commensurate with any productive time lost due to such an event

11. Changes
Either party may at any time propose changes in the schedule or scope of Services. Supplier is not obligated to proceed with any change until both parties agree upon adjustments to Price and schedule pertaining to the change in writing.

12. Liability
12.1 The total liability of Supplier for all claims, under any theory of law and of any kind arising from or related to the performance or breach of this Contract, or any Services, shall not exceed the Price.
12.2 Neither party shall be liable for loss of profit or revenues, interruption of business, increased operating costs, any special, consequential, incidental, indirect, or punitive damages, or claims from a party’s customers or supplier for any such damages.
12.3 Purchaser shall indemnify Supplier from any claims made by Purchaser’s customer or supplier based on the provision or use of the Services.
12.4 To the extent permitted by law, the liability of a Party shall end upon expiration of the warranty period.

13. Governing Law and Dispute Resolution
13.1 This Contract shall be governed by and construed in accordance with the laws of the State of Western Australia, Australia, (the “Governing Law”).
13.2 All disputes arising in connection with this Contract shall be resolved by negotiations between the parties or failing such resolution within 30 days, the matter shall be referred to the Alternative Dispute Resolution Service of the SBDC in Western Australia.

14. General Clauses
14.1 If any Contract provision is found to be void or unenforceable, the remainder of the Contract shall not be affected. The parties will endeavour to replace any such void or unenforceable provision with a new provision that achieves substantially the same practical and economic effect and is valid and enforceable.
14.2 The following Clauses shall survive termination or cancellation of the Contract: 2,3,4,5, 6, 9, 12, 13, and 14.
14.3 The Contract represents the entire agreement between the parties. No modification, amendment, rescission or waiver shall be binding on either party unless agreed in writing.