Terms and Conditions

1. Definitions

1.1“Quantum” refers to Victor Stewart Barber T/A Quantum Security, along with its successors and assigns, or any individual authorized by Victor Stewart Barber T/A Quantum Security.

1.2 “Client” refers to the individual or individuals, or any authorized representative acting on behalf of the Client, who requests Quantum to perform the specified Works outlined in any proposal, quotation, order, invoice, or similar documentation. Additionally:

(a) If there are multiple Clients, this refers to each Client jointly and severally.

(b) If the Client is part of a Trust, they are bound in their capacity as a trustee.

1.3 “Works” encompasses all services (including consultation, manufacturing, and/or installation services) or Materials provided by Quantum to the Client at the Client’s request. The terms “Works” and “Materials” are interchangeable where the context permits.

1.4 “Price” denotes the agreed-upon amount payable (plus GST) for the Works, as determined between Quantum and the Client in accordance with clause 6 below.

1.5 “GST” means Goods and Services Tax

2. Acceptance

2.1 If the Client submits a company purchase order or letter of acceptance for any Works, it is understood that the Client has exclusively accepted and is immediately bound, jointly and severally, by these terms and conditions.

2.2 These terms and conditions can only be modified with the written consent of both parties and will take precedence over any other document or contract between the Client and Quantum in case of inconsistency.

2.3 Electronic signatures will be considered accepted by either party if they have complied with Section 9 of the Electronic Transactions Act 2000 or any relevant provisions or regulations referred to in that Act.

3. Errors and Omissions

3.1 The Client acknowledges and agrees that Quantum will not be liable for any alleged or actual error(s) and/or omission(s), whether resulting from inadvertent mistakes in the formation and/or administration of the contract by Quantum, or contained in/omitted from any literature (whether hard copy or electronic) provided by Quantum regarding the Works.

3.2 If such an error and/or omission, as described in clause 3.1, occurs and is not due to Quantum’s negligence and/or willful misconduct, the Client is not entitled to consider this contract as terminated or render it void

4. Change in Control

4.1 The Client must provide Quantum with at least fourteen (14) days’ prior written notice of any proposed change in ownership of the Client and/or any other alteration in the Client’s details (including, but not limited to, changes in the Client’s name, address, contact phone or fax number/s, change of trustees, or business practices). The Client will be responsible for any losses incurred by Quantum due to the Client’s failure to adhere to this clause.

5. Quotations

5.1 Unless stated otherwise, the following points are relevant to the quotation:

(a) site allowances;

(b) Quoted hours are based on a standard working week of thirty-eight (38) hours without provision for work outside normal hours;

(c) While Quantum has made efforts to provide a compliant quotation, the Client acknowledges that some items may deviate from the specification. Any such deviations will be discussed with the client before proceeding.

(d) The work site must be certified asbestos-free before Quantum begins work. However, if Quantum discovers asbestos or other hazardous materials during the Works, all associated costs resulting from work suspension or changes will be the Client’s responsibility. Quantum will not handle the removal of asbestos and/or hazardous materials at any time.

5.2 Additionally, the following exclusions apply to the quotation:

(a) patching of ceilings/walls or painting;

(b) repairs, or refurbishment of internal or external buildings due to the removal or replacement of previous materials/equipment.

6. Price and Payment

6.1. At Quantum’s sole discretion the Price shall be either:

(a) as indicated on invoices provided by Quantum to the Client in respect of Works performed or Materials supplied; or

(b) Quantum’s quoted Price (subject to clause 6.2) which shall be binding upon Quantum provided that the Client shall accept Quantum’s quotation in writing within Sixty (60) days.

6.2 Quantum retains the right to adjust the Price under the following circumstances:

(a) Upon request for a variation to the Materials to be supplied;

(b) Upon request for a variation to the originally scheduled Works (including any plans or specifications);

(c) When additional Works are necessitated by the discovery of hidden or unforeseen difficulties, such as adverse weather conditions, site access limitations, machinery availability, safety concerns, incomplete prerequisite work by third parties, obscured building defects, unforeseen delays, or hidden utilities in walls, floors, and ceilings;

(d) In case of increases in labor or material costs beyond Quantum’s control.

6.3 Variations will be invoiced based on Quantum’s quotation and must be acknowledged by the Client within ten (10) working days. Failure to respond will authorize Quantum to include the variation cost in the Price, payable upon completion.

6.4 Quantum may require a deposit at its discretion for Works exceeding $8000.

6.5 Payment terms are crucial, and the Client must adhere to Quantum’s specified payment schedule, which may include:

(a) Payment upon completion;

(b) Progress payments as per Quantum’s schedule, encompassing authorized variations;

(d) Payment by the date indicated on the invoice or other documentation;

(e) Payment within seven (7) days of the invoice date in the absence of contrary notice.

6.6 Payment methods may include cash, cheque, bank cheque, electronic/on-line banking, credit card, or any agreed-upon alternative.

6.7 The Client cannot offset or withhold payment of any invoice due to disputes or alleged sums owed by Quantum.

6.8 Unless stated otherwise, the Price is inclusive of GST. The Client must remit GST simultaneously and on the same terms as the Price, without deduction or set off.

7. Provision of the Works

7.2 Quantum is responsible for initiating the Works at the earliest feasible opportunity, barring any exceptions outlined in clause 7.3.

7.3 Should Quantum require an extension of time due to delays beyond its control, such as the Client’s failure to:

(a) Grant site access;

(b) Prepare the site for the Works; or

The commencement date of the Works will be postponed, and/or the completion date extended by a reasonable period, as notified to the Client in writing.

7.4 Quantum reserves the right, at its discretion, to include delivery costs in the Price.

7.5 Quantum may opt to deliver the Works in separate instalments. Each instalment will be invoiced and subject to payment according to the terms and conditions outlined herein.

8. Risk

8.1 Quantum is entitled to trust the accuracy of any plans, specifications, or information provided by the Client. However, the Client acknowledges that if any of this information is found to be inaccurate, Quantum bears no responsibility for any resulting loss, damages, or costs.

8.2 All work will undergo testing to ensure electrical safety and compliance with wiring regulations and other relevant standards. Electrical installations will adhere to the Electrical Act, Regulations, and Code of Practice, while cabling work will meet Australian and New Zealand Wiring standards. Security work will comply with the Telecommunications Cabling Provider Rules.

8.3 If equipment needs relocation or adjustment, the Client is accountable for all associated costs.

8.4 The Client is responsible for insuring any equipment installed on site, whether partially or completely, against theft or damage.

8.5 If third-party contractors contracted by the Client request the repositioning of electrical wiring, the Client must promptly notify Quantum. The Client agrees to indemnify Quantum for any additional costs incurred due to such relocation. These costs will be invoiced according to clause 6.2.

8.6 If the Client provides materials for Quantum to use in completing the Works, the Client acknowledges responsibility for the materials’ suitability, quality, and any inherent faults. Quantum is not liable for defects in the materials or any loss or damage resulting from their use.

8.7 Quantum is only responsible for parts it replaces. Quantum will not be liable for the failure of other parts or materials subsequent to replacement.

8.8 For temporary repairs performed by Quantum:

(a) Quantum does not guarantee against the recurrence of the initial fault or any further damage caused.

(b) Quantum will promptly inform the Client of the fault and if requested, provide an estimate for full repair.

8.9 The Client acknowledges that supplied Materials may:

(a) Fade or change color over time.

(b) Expand, contract,

or distort due to exposure to heat, cold, or weather.

(d) Be damaged or disfigured by impact or scratching.

9. Client’s Acknowledgements and Obligations

9.1 The Client acknowledges and agrees to the following terms:

(a) Full settlement of all financial obligations under this contract is necessary for the goods to be considered owned by the Client.

(b) Quantum does not include the removal of trade rubbish, debris, materials, cuttings, or other redundant materials resulting from Quantum’s work, unless a disposal fee is specified.

(c) The Client is responsible for and must bear the expense of disposing of any trade rubbish, debris, materials, cuttings, or other redundant materials unrelated to Quantum’s work.

10. Access

10.1 The Client must guarantee unfettered access to the site for Quantum at all times to facilitate the delivery and/or installation of Materials. Quantum will not be held responsible for any site damage (including but not limited to pathways, driveways, concrete, paving, or grassed areas) unless such damage results from Quantum’s negligence.

11. Compliance with Laws

11.1 Both the Client and Quantum are obligated to adhere to all relevant statutes, regulations, and bylaws imposed by government, local, and other public authorities concerning the completion of the Works.

11.2 The Client is responsible for obtaining all necessary licenses and approvals at their own expense for the Works, unless explicitly agreed otherwise by Quantum and the Client.

11.3 The Client acknowledges that the site must adhere to all relevant work health and safety (WHS) laws, as well as other applicable safety standards or legislation.

12. Title

12.1 Quantum and the Client mutually agree that ownership of the Materials will remain with Quantum until:

(a) The Client has settled all outstanding amounts owed to Quantum; and

(b) The Client has fulfilled all other obligations owed to Quantum.

12.2 Any non-cash payment received by Quantum will not be considered payment until it has been honored, cleared, or acknowledged.

12.3 Furthermore, until ownership of the Materials transfers to the Client as per clause 12.1:

(a) The Client acts only as a custodian of the Materials and, unless they have become fixtures, must return them to Quantum upon request.

(b) Unless the Materials have become fixtures, the Client grants Quantum irrevocable authorization to enter any premises where Quantum believes the Materials are stored and reclaim possession.

(c) Quantum retains the right to recover possession of any Materials in transit, regardless of whether delivery has occurred.

(d) The Client is prohibited from encumbering or charging the Materials or transferring any interest in them while they remain Quantum’s property.

(e) Quantum reserves the right to initiate legal proceedings to recover the Price of the sold work, even if ownership of the Materials has not yet transferred to the Client.

13. Defects, Warranties and Returns, Competition and Consumer Act 2010 (CCA)

13.1 The Client is obligated to inspect all Materials upon delivery (or the completion of Works) and must inform Quantum in writing within fourteen (14) days of delivery of any visible defects, damages, shortages in quantity, or deviations from the description or quote. Any other suspected defects in the Materials/Works must be promptly reported to Quantum as soon as they become apparent. Upon notification, the Client must allow Quantum to inspect the Materials or review the Works provided.

13.2 Certain statutory implied guarantees and warranties may be implied into these terms and conditions under applicable State, Territory, and Commonwealth Law, including the Consumer Contracts Act (CCA), known as Non-Excluded Guarantees.

13.3 Quantum acknowledges that these terms and conditions do not attempt to modify or exclude the Non-Excluded Guarantees.

13.4 Except as explicitly stated in these terms and conditions or concerning the Non-Excluded Guarantees, Quantum does not provide any warranties or representations regarding the quality or suitability of the Materials/Works. Quantum’s liability concerning these warranties is limited to the maximum extent permitted by law.

13.5 If Quantum is unable to replace any defective Materials, it may refund any payment made by the Client for those Materials.

13.6 If Quantum is unable to rectify, re-supply, or cover the cost of re-supplying the Works, it may refund any payment made by the Client for the Works, considering the value of the non-defective Works and Materials provided to the Client.

13.7 Quantum’s liability for any defect or damage in the Materials is limited as follows:

(a) At Quantum’s sole discretion, it is limited to the value of any express warranty or warranty card provided to the Client by Quantum;

(b) Limited to any warranty to which Quantum is entitled if Quantum did not manufacture the Materials;

13.8 Returns will be accepted only if:

(a) The Client complies with the provisions of clause 13.1;

(b) Quantum agrees that the Materials are defective;

(d) The Materials are returned in a condition as close as possible to the condition in which they were delivered.

13.9 Quantum shall not be liable for any defect or damage caused by:

(a) Improper maintenance or storage of any Materials by the Client;

(b) Use of the Materials for purposes other than their intended design;

(d) Interference with the Works by the Client or any third party without Quantum’s prior approval;

(e) Failure to follow instructions or guidelines provided by Quantum;

(f) Normal wear and tear, accidents, or acts of nature.

13.10 Quantum may, at its discretion, accept non-defective Materials for return, in which case the Client may be required to pay handling fees and administration charges of up to twenty-five percent (25%) of the value of the quoted works for the returned Materials, plus any freight costs, or associated costs.

13.11 If required by law, Quantum will accept returns only on the conditions imposed by that law, notwithstanding anything contained in this clause.

14. Default and Consequences of Default

14.1. Interest on overdue invoices will accrue from the due date of payment until the actual payment date at a rate of ten percent (10%) per calendar month. Quantum reserves the sole discretion to compound this interest monthly at the same rate, both before and after obtaining any judgment.

14.2. If the Client fails to pay any amount owed to Quantum, the Client must reimburse Quantum for all costs and disbursements incurred in debt recovery. These may include internal administration fees, legal costs based on a solicitor and own client basis, Quantum’s contract default fee, and bank dishonor fees.

14.3. In addition to other rights or remedies under this contract, if a Client makes a payment to Quantum that is later reversed, the Client is liable for the reversed transaction amount. Furthermore, if the reversal is deemed illegal, fraudulent, or contrary to the Client’s obligations under this contract, the Client is responsible for any further costs incurred by Quantum under this clause 14.

14.4. Without prejudice to Quantum’s other legal remedies, Quantum may cancel all or part of any unfulfilled order from the Client, and any amounts owed to Quantum will become immediately payable if:

(a) Any payment to Quantum becomes overdue, or Quantum reasonably believes the Client cannot make a timely payment;

(b) The Client exceeds any credit limit set by Quantum;

(c) The Client becomes insolvent, bankrupt, convenes a creditors’ meeting, proposes or enters into a creditor arrangement, or makes an assignment for the benefit of creditors;

(d) A receiver, manager, liquidator (provisional or otherwise), or similar person is appointed concerning the Client or any of its assets.

15. Cancellation

15.1. Without prejudice to any other available remedies, if the Client breaches any obligation, including payment obligations, under these terms and conditions, Quantum reserves the right to suspend or terminate the supply of Works to the Client. Quantum shall not be held liable for any loss or damage incurred by the Client due to the exercise of these rights.

15.2. Quantum retains the authority to cancel any contract covered by these terms and conditions or cancel the delivery of Works before commencement by providing written notice to the Client. Upon such notice, Quantum will refund any sums paid by the Client for the Price, deducting any amounts owed by the Client for Works already performed. Quantum shall not be responsible for any loss or damage arising from such cancellation.

15.3. If the Client cancels the delivery of Works, the Client is accountable for any loss incurred by Quantum directly resulting from the cancellation, including but not limited to, loss of profits.

15.4. Orders for materials specifically ordered to the Client’s specifications or for non-stock list items cannot be canceled once they have been ordered or obtained for Works.

16. Service of Notices

16.1. Any written notice provided under this contract is considered given and received in the following ways:

(a) Handing the notice to the other party in person;

(b) Leaving it at the address of the other party as specified in this contract;

(d) If sent by email to the other party’s most recent email address on file.

16.2. Any notice sent by post is deemed to have been served, unless proven otherwise, at the time when, in the normal course of mail delivery, the notice would have been received.

17. Trusts

17.1. If the Client, either at the time of entering into the contract or thereafter, acts as a trustee of any trust (“Trust”), then regardless of whether Quantum is aware of the Trust, the Client agrees to the following covenants:

(a) The contract extends to all indemnity rights that the Client currently or may subsequently possess against the Trust and the trust fund;

(b) The Client has full authority under the Trust to enter into the contract, and the Trust’s provisions do not intend to exclude or diminish the Client’s indemnity rights against the Trust or the trust fund. The Client will not waive the indemnity right or engage in any breach of trust or actions that could harm that indemnity right without Quantum’s written consent (which will not be unreasonably withheld);

(d) Allow the removal, replacement, or retirement of the Client as trustee of the Trust;

(e) Permit any changes or variations to the terms of the Trust;

(f) Facilitate any capital advancements or distributions from the Trust;

(g) Participate in any resettlement of the trust property.

18. General

18.1 The failure of either party to enforce any provision of these terms and conditions shall not constitute a waiver of that provision, nor shall it affect the party’s right to enforce that provision in the future. If any provision of these terms and conditions is deemed invalid, void, illegal, or unenforceable, the validity, legality, and enforceability of the remaining provisions shall not be affected.

18.2 These terms and conditions, along with any contracts to which they apply, are governed by the laws of New South Wales, where Quantum’s principal place of business is located, and are subject to the jurisdiction of the New South Wales Courts.

18.3 Except as provided in clause 13, Quantum shall not be liable to the Client for any indirect or consequential loss or expense (including loss of profit) resulting from a breach of these terms and conditions by Quantum. Alternatively, Quantum’s liability shall be limited to damages not exceeding the Price of the Works.

18.4 Quantum reserves the right to license or assign all or part of its rights and obligations under this contract without the Client’s consent.

18.5 The Client cannot license or assign any rights under this contract without written approval from Quantum.

18.6 Quantum may choose to subcontract any part of the Works but remains liable under this contract despite subcontracting. Additionally, the Client acknowledges that they cannot instruct Quantum’s subcontractors without Quantum’s authorization.

18.7 The Client agrees that Quantum may amend these terms and conditions by providing written notice. Such changes are effective either upon the Client’s acceptance or when the Client requests further Works from Quantum.

18.8 Neither party shall be liable for any default resulting from events beyond their reasonable control, such as acts of God, war, terrorism, strikes, lockouts, industrial actions, fires, floods, storms, or other similar events.

18.9 Both parties warrant that they have the authority to enter into this contract, have obtained all necessary authorizations, are solvent, and acknowledge that this contract creates binding legal obligations.