1. Definitions

1.1.  “Company”  or  “Ideal  Climate  Solutions  (ICS)”  means  Ideal  Climate  Solutions  (including  its
officers, employees, and contractors), the provider of the goods and services under this Agreement.

1.2. “Client” means the person or entity purchasing services or goods from the Company, including their
agents or authorized representatives.

1.3. “Agreement” refers to these Terms and Conditions together with any written Quote, Proposal, or
Scope of Works provided by the Company and accepted by the Client, forming the contract for supply of
goods and/or services.
1.4.  “Goods”   means  any  air  conditioning,  ventilation  or  refrigeration  units,  equipment,  parts  or
materials supplied by the Company as part of the works.
1.5. “Services” means the installation, repair, maintenance, or other works performed by the Company.
1.6. “Site”  means the premises or location where the Services are to be carried out or the Goods
installed.
1.7. “Variation” means any change, alteration, or addition to the scope of works agreed under this
Agreement, including any extra work or omission from the original scope. All Variations form part of the
Agreement once approved as per these Terms.
1.8. “Completion” means the point at which the Company has substantially performed the Services (or
delivered the Goods) such that the system is operational and only minor or ancillary works may remain.
1.9. “PPSA” means the Personal Property Securities Act 2009 (Cth) and related regulations, as
amended, applicable to security interests in personal property.
(Any other capitalized terms in this Agreement shall have the meaning ascribed to them in context or in
relevant legislation.)

2. General Terms

2.1. Contract and Acceptance: A Quote or Proposal issued by the Company is valid for acceptance for
30 days from the date of issue, unless otherwise stated 1    . The Agreement is formed when the Client
communicates  acceptance  of  the  Quote  (including  by  signing,  email  confirmation,  or  paying  the
required deposit). By accepting the Quote, the Client agrees to these Terms and Conditions which apply
to all contracts for Goods and Services by the Company, to the exclusion of any terms of the Client
(such as terms on a purchase order) unless expressly agreed in writing by an authorized representative
of the Company 2  

2.2. Scheduling and Access: The Company will use reasonable efforts to perform the Services within
any agreed timeframe, but any dates given for delivery or completion are estimates and not binding. The
Company is not liable for any delay in performing the Services due to factors beyond its control
(including but not limited to strikes, lockouts, accidents, acts of God, extreme weather, war, shortages of
materials, transportation delays, or governmental restrictions) 3   . If such delays occur, the Company
will complete the work as soon as reasonably possible and the timeframe for Completion will be
extended accordingly. The Client must provide the Company with safe and timely access to the Site
during normal working hours (or as otherwise agreed) to enable the Company to carry out the work.

2.3. Permits and Approvals: The Client is responsible for obtaining any permits, approvals, or consents
required from councils, strata or other authorities for the work (unless explicitly included in the Quote).
The Client must provide any necessary information and assistance for the Company to obtain required
permits or inspections 4    . If inspections by authorities are required after installation, the Client agrees
to facilitate scheduling. The Company will perform the Services in compliance with applicable building
codes  and  standards,  but  assumes  no  responsibility  for  any  non-compliance  resulting from  Site
conditions or undisclosed restrictions (for example, heritage restrictions or zoning laws) that were not
made known to the Company. Any fines or costs arising from work performed without proper approval
(where the Client directed the Company to proceed without such approval) shall be the responsibility of
the Client.

2.4. Entire Agreement: This Agreement (including these Terms and any Quote and written variations)
constitutes the entire agreement between the Company and the Client regarding its subject matter, and
supersedes any prior understandings or agreements. The Client acknowledges that it has not relied on
any representations, descriptions, or statements not expressly set out in this Agreement. Any changes
or additional terms must be agreed in writing (email is sufficient) by the Company to be binding 2    .

2.5. Subcontracting: The Company may engage subcontractors or qualified third parties to carry out all
or part of the Services, provided that the Company remains responsible for the work performed by those
subcontractors in accordance with this Agreement. The Company will ensure any subcontractor is
appropriately licensed for the work they perform. The Client shall not directly instruct or pay any
subcontractor without the Company’s consent.

2.6. Assignment: The Client must not assign or transfer any rights or obligations under this Agreement
to any other party without the prior written consent of the Company. The Company may assign or novate
this Agreement to a related entity or as part of a sale of business by giving written notice to the Client.

2.7. Intellectual Property: Any drawings, plans, or documents provided by the Company remain the
intellectual  property  of the  Company  unless  otherwise agreed. They are  provided for the  specific
purpose of this project and the Client shall not use them for any other work or disclose them to third
parties without the Company’s consent.

2.8. Privacy: The Client’s personal information will be handled in accordance with applicable privacy
laws. The Company may use the Client’s contact information for the purposes of fulfilling the contract
and for reasonable business record-keeping.

2.9. Severability: If any provision of this Agreement is found to be invalid, illegal, or unenforceable in any
jurisdiction, that provisionshall be deemed modified to the minimum extent necessary to make it
enforceable, or if not possible, severed, and the remaining provisions of the Agreement shall not be
affected and remain in full force.

2.10.  No  Waiver:  No  failure  or  delay  by  the Company  in enforcing any  right or  provision of this
Agreement shall constitute a waiver of that provision or right. Any waiver by the Company of a breach of
any term must be in writing and shall not operate as a waiver of any other breach.

2.11. Customer Assistance Disclaimer: If the Client chooses to assist with any aspect of the Services—including but not limited to lifting,
transporting, handling equipment, or performing minor tasks—such assistance is provided voluntarily
and at the Client’s own risk. By offering assistance, the Client agrees that Ideal Climate Solutions shall
not be held liable for any damage, loss, injury, or liability arising directly or indirectly from the Client’s
involvement. The Client acknowledges that their participation is undertaken to help reduce overall labour
costs reflected in the final invoice. Any damage resulting from untrained assistance—including but not
limited to dropping equipment, damaging walls or finishes, causing dents, kinking of pipework, or
compromising the integrity of installed systems—will be deemed additional chargeable repair work at the
Company’s standard rates. Ideal Climate Solutions reserves the right to determine the scope and cost of
such repairs.

3. Payment Terms

3.1. Price and Scope: The price for the Goods and Services is the amount specified in the Quote or
Proposal accepted by the Client, subject to any agreed Variations. Prices are in Australian dollars and,
unless stated otherwise, are exclusive of GST. If GST is applicable, it will be added to the amounts
payable. The Quote is based on the scope of work and assumptions detailed therein; any change in
scope or assumptions may result in additional charges as a Variation (see Clause 4).

3.2. Deposit and Payment: For installation projects, a deposit of 50% of the quoted price is required
upon  acceptance  of the  Quote,  prior  to  scheduling  the  work 5    .  The  remaining  balance  is  due
immediately upon Completion of the work (on the day of installation/commissioning) unless alternative
payment terms (such as a 7-day invoice period) have been agreed in writing. For service or repair jobs
(not involving major equipment installation), payment is due on the day of service upon completion of
the job (COD) or as per any invoice terms stated (e.g. net 7 days) 6   . The Company is not obliged to
commence work or deliver Goods until any required deposit or upfront payment has been received in
cleared funds.

3.3. Variations and Extras: All Variations (additional works or changes) approved by the Client will be
charged  in  addition  to  the  quoted  price.  Variations  may  be  invoiced  progressively  or  at  project
Completion, at the Company’s discretion,and are payable under the same terms as other payments.

3.4. Late or Non-Payment: Time for payment is of the essence. If the Client fails to pay any amount by
the due date, the Company may suspend further work or deliveries until payment is received, and the
Client will be in default. Overdue amounts shall incur interest at the rate of 1.5% per month (18% per
annum) or the maximum rate allowed by law, calculated daily from the payment due date until paid in full
7   .  The  Client agrees to  pay on demand all costs and expenses incurred by the Company in
recovering any overdue amounts, including debt collection fees, court costs, and legal fees on a full
indemnity (solicitor-client) basis 8    7   .

3.5. Cancellation by Client: If the Client cancels or repudiates this Agreement after acceptance but
before Completion (other than due to the Company’s breach), the Company reserves the right to retain
any deposit paid and to invoice the Client for any work performed and costs incurred up to the date of
cancellation, including restocking fees for ordered equipment and a reasonable administration charge.
The Client acknowledges that late cancellation may cause the Company loss, and the Company may
charge a cancellation fee (which, if not specified in the Quote or elsewhere, may be calculated as the
costs incurred to date plus a percentage of the contract price to cover lost profit). Any such cancellation
fee and incurred costs shall be a debt due and payable by the Client.

3.6. Title (Retention of Title): Ownership of and title to all Goods supplied by the Company remain with
the Company and do not pass to the Client until the Company has received payment in full for the
Goods and for all other amounts owing by the Client to the Company under this Agreement or any other
agreement 9   .  Until  title  passes to the Client, the Client holds the Goods as bailee for the Company
and must ensure the Goods are kept secure, in good condition, and are not sold, transferred, or 
encumbered.  The  Client  must  not  mix  or  install  the  Goods  in  a  way  that  they  become
indistinguishable from other property until full payment is made, unless installation is part of the agreed
Services. If the Client on-sells the Goods before payment (which is not permitted unless agreed by the
Company), the proceeds of sale received by the Client are to beheld on trust for the Company to the
extent of the unpaid amount, and the Client must account to the Company accordingly.

3.7. Risk of Loss: Risk in the Goods (responsibility for loss or damage) passes to the Client upon
delivery of the Goods to the Site or when the Goods are installed, whichever occurs first. This means
the Client should insure the Goods from that time. Retention of title by the Company does not affect its
rights as an unpaid seller or the passing of risk to the Client.

3.8. Security Interest: The Client acknowledges that the Company has a registrable security interest
under the PPSA inthe Goods and any proceeds of the sale of the Goods, to secure the amounts owing

by the Client. The Company may register its security interest on the PPSA register, and the Client
waives the right to receive any verification statement or notice under the PPSA. The Client must do all
things reasonably requested by the Company to enable the Company to perfect and enforce its security
interest in the Goods. Until title passes to the Client, if the Client defaults in payment or the Agreement
is terminated, the Company (as a secured party) may exercise any and all rights granted pursuant to the
PPSA and this Agreement.

3.9. Recovery of Goods on Default: In the event of the Client’s default in payment or if payment is
overdue, or if this Agreement is terminated due to the Client’s breach, the Company may demand the
return of any Goods for which full payment has not been received. Failing immediate compliance, the
Company and/or its agents have the right to enter any premises where the Goods are located (without
notice and without the need for any court order) and recover and retake possession of those Goods 10  
. The Client irrevocably licenses the Company to enter such premises for this purpose and agrees that
the Company shall not be liable for any damage reasonably caused to premises or property in retaking
possession of the Goods. To the maximum extent permitted by law, the Company’s entry to recover
Goods shall not give rise to any action of trespass or other claims by the Client 11   . The Company may
then resell or otherwise dispose of the recovered Goods at its discretion to mitigate its losses. The Client
shall be responsible for all costs incurred by the Company in exercising its rights under this clause. Any
shortfall remaining after resale of the Goods (after accounting for costs and the resale price) shall
remain a debt due by the Client. This clause survives termination of the Agreement.

3.10. Right to Suspend or Terminate for Breach: If the Client is in breach of any obligation under this
Agreement (including failure to pay by the due date or failure to provide access), the Company may
suspend performance of the Services until the breach is remedied. The Company will not be liable for
any loss or damage suffered by the Client as a result of such suspension 12   . If the Client’s breach is
not remedied within a reasonable time specified by the Company (or immediately if the breach is not
capable of remedy), the Company may terminate the Agreement by written notice. Termination under
this clause does not affect the Company’s rights to payment for work carried out or damages for breach.

4. Variations

4.1. Variations in Writing: Any Variation or change to the scope of the Services (including additions,
omissions, or substitutions of work or materials) requested by the Client should be documented in
writing (e.g. via email or a signed variation form) and approved by the Company. The Company will not
be obliged to proceed with any Variation until the scope and cost have been agreed in writing by both
parties 2   .  Verbal  discussions  or  on-site  requests for  changes  are  not  binding  unless  and  until
confirmed in writing by the Company.

4.2. Price and Time Adjustments: All agreed Variations will be charged to the Client in addition to the
original contract price. Where possible, the Company will provide a quote or estimate for the Variation
which the Client must approve. If it is not feasible to quote a fixed price (for example, for work required
urgently or where the extent of work is unknown until commenced), the Company will charge for the
Variation on a time and materials basis at the Company’s prevailing rates (or a reasonable rate if not
specified), plus the cost of any necessary parts or materials. The Company will inform the Client of the
likely cost implications as soon as practicable. The Client also agrees that any Variation (other than a
minor change) may extend the time for Completion as reasonably required to perform the additional or
changed work.

4.3. Urgent or Unforeseen Work: The Client acknowledges that during installation or service work,
unforeseen issues may arise (for example,hidden defects, additional repairs required, or site conditions
differing from assumptions) which necessitate immediate work not included in the original scope. In such
cases, the Company will make reasonable efforts to contact the Client to discuss a Variation. If an
urgent decision is required to avoid significant delay to the project, prevent safety hazards, or prevent
damage (a “time-critical variation”), and the Client is unreachable or does not respond within a
reasonable short timeframe (e.g. within 2 hours of the Company’s attempt to contact), the Client
authorizes the Company to  proceed with the  necessary work without  prior written approval, up to a
reasonable cost limit 13  . The Company will limit any such urgent works to what is necessary to safely
continue or complete the job and will keep the cost as reasonable as possible. The Client agrees to pay
the cost of any such necessary urgent Variation, which will be documented and explained after the fact.

4.4. Client-Initiated Changes: If the Client requests changes or additional work that is outside the original
scope (such as upgrading equipment, relocating units, or other modifications), the Company will advise
of any price change and, if agreed, document the Variation. The Client’s approval (in writing or via 
email/text  confirmation)  of the Variation  quote  or  estimate will  constitute  acceptance. The Company 
may  require  payment for the  extra work  in advance  or an adjustment to the  payment schedule as a
condition of performing the Variation 14  .

4.5. Omissions or Reductions: If the Client omits any portion of the work or reduces the scope after work
has commenced (with the Company’s agreement), the Company will credit or not charge for the omitted
work only to the extent of actual cost savings. The Client may still be liable for costs already incurred by
the Company for preparatory work or materials ordered for that omitted portion. The Company will
provide a reasonable breakdown of any credit due for an agreed omission.

4.6.  Documentation  of  Variations:  The  Company  will  keep  records  of  any  Variations  including
descriptions of the change and cost, and will provide updated or additional invoices reflecting such
Variations. Both parties agree to act in good faith and promptly in negotiating and approving necessary
Variations to facilitate the progress of the project.

5. Fire Compliance and Penetrations

5.1.  Building  Fire  Integrity:  It  is the  Client’s responsibility to ensure that the fire integrity of the
building is maintained. If the Services require making penetrations (holes or openings) through any fire-
rated walls, floors, ceilings, or other structures, those penetrations must  be  properly sealed with
appropriate fire-stopping materials by a certified fire sealing contractor to restore the required fire rating
15  . Unless expressly included in the Quote, the Company’s scope excludes the final fire-sealing of any
penetrations. The Company may, at the Client’s request, arrange for a licensed fire stopping specialist to
perform the sealing at the Client’s cost, or the Client must arrange this themselves.

5.2.  Responsibility  for  Fire  Sealing:  The  Client  acknowledges that any  penetrations  made by the
Company during installation are left unsealed (temporarily) and that the Client  is  responsible for
engaging an approved contractor to seal those penetrations in accordance with building codes and fire 
safety   regulations 15  .  The   Company  will  provide  details  of  penetration   locations  and  can
recommend qualified fire stopping contractors if required. The work under this Agreement will not be
considered fully complete until required fire sealing is done (even if done by others), and the Client
should not operate the system if doing so would violate fire safety requirements.

5.3.  Compliance  with  Codes:  The  Company  will  take  care  to  minimize  the  number  and  size  of
penetrations  needed and will  use fire collars, grommets or sealants that are  part of its standard
installation practice where applicable.  However, ultimate  responsibility  for  compliance  with  fire
regulations at the Site rests with the Client (as the building owner/occupier or principal contractor). The 
Company  is  not  a  certified  fire  engineer  and  makes  no  representation  that  any  unsealed
penetration is compliant.  By  law, all service penetrations through fire-rated separations should be
properly sealed by trained and approved personnel 15  . The Client indemnifies the Company for any
loss or damage arising from fire or smoke spread due to unsealed or improperly sealed penetrations
that were not sealed by the Company because it was outside the Company’s scope.

5.4.  Detection  and  Alarms:   Unless  specifically  included,  the  Company’s  work  does  not  include
modifications to fire detection or alarm systems. If such systems are triggered or need isolation during
the work, the Client (or Site manager) must manage and authorize that with their fire system provider.
The Company will cooperate regarding scheduling to facilitate any required isolation of alarms during
hot works or dust-producing activities. Any false alarm charges by fire authorities, if caused by the work
and not due to the Company’s negligence, shall be the Client’s responsibility.

5.5.  Fire  Dampers  and  Vents:  If the  project  involves  ventilation  ducts  passing  through  fire-rated
barriers, the installation of fire dampers or fire-rated vents may be required by code. Unless specified,
the supply and installation of any required fire dampers are excluded from the Quote. The Company can
install such components as a Variation if needed and approved by the Client.

5.6. Certification: Where an occupancy certificate or fire safety statement is needed after installation, the
Client is responsible for obtaining sign-off from a fire safety engineer or building certifier. The Company
will provide any necessary information about the materials and methods used to assist in certification.
The Company’s liability does not extend to any failure to obtain compliance certification for fire safety
where the scope of work did not include full fire compliance measures.

6. Structural and Installation Risk Disclaimers

6.1.  Pre-Existing  Conditions:  The  Company  is  not  responsible  for  identifying  or  remedying  pre-
existing structural defects, building code violations, or hazardous conditions at the Site that are outside
the scope of the work. Any such  issues  (e.g.  pre-existing  leaks,  rot,  mold,  electrical  code
violations,  insufficient support  in  roof structure, etc.) are the sole  responsibility of the  Client. The
Company’s obligation is limited to properly installing the Goods and Services as per the Agreement, and

the Company shall have no liability for any existing structural deficiencies or problems resulting from 
existing  conditions  of the  property  or work  done  by  others 16  .  If, during the work, the Company
encounters what it believes to be a structural issue or safety hazard (such as termite damage, asbestos,
unsafe wiring, or mold), the Company will notify the Client and may suspend work until the issue is
assessed and rectified by the Client (at the Client’s cost) as necessary. Discovery of unforeseen
hazardous  materials  or  structural  issues  constitutes  a Variation  or  may  entitle  the  Company  to
terminate the Agreement if it cannot be safely resolved.

6.2. No Duty to Upgrade Other Aspects: Unless explicitly included, the Company’s Services do not
include bringing other parts of the Client’s property up to current building code or standards. For
example, the Company is not  obligated  to  fix  or  repair  any  pre-existing  plumbing,  electrical,
ducting, insulation, or other infrastructure that is found defective or not up to code, beyond what is
necessary for the scope of installation. If any additional work is required to bring such existing services
to a safe or compliant condition in order to carry out the installation (e.g. installing new electrical circuits,
upgrading a switchboard, reinforcing a mounting area), this will be treated as a necessary Variation.

6.3. Minimal Damage and Making Good: The Company will take reasonable care to minimize dust,
disturbance  or  damage  to  the  Client’s  property  during the  course  of  work.  However,  the  Client
acknowledges that some degree of minor damage or wear may be unavoidable in installations – for
example, small cuts or holes made for pipework, fixings, or wiring, or scuffs to paint in the work area.
The Company’s quoted price excludes any cosmetic making good, patching, or painting of walls,
ceilings,  floors,  or  other  surfaces  beyond  a  rough  fill  of  penetrations,  unless  specifically  stated
otherwise 17  .  The  Client  will  be  responsible  for  any  final  making  good,  painting,  touch-ups  or
redecoration after the installation. The Company is not liable for the cost of any such patching or
painting.

6.4. Incidental Damage: The Company will not be liable for repair of superficial or cosmetic damage to
surfaces (such as scratches, chips, hairline cracks or marks) that can occur despite proper care in the
normal course of installation 17   . Particularly when drilling into or working on brittle materials (plaster,
masonry, tiles, etc.), some minor cracking or chipping can occur. The Client acknowledges this risk. The
Company will attempt standard remedial measures (like applying sealant or filler to minor cracks or
chips) if appropriate, but will not perform full restoration. Similarly, while handling large equipment
through doors or roof spaces, minor scuffing to walls or trim may occur despite precautions; the
Company is not responsible for such minor damage except where caused by negligence beyond the
inherent risk of the work.

6.5. Concealed Services and Structure: The Company is not liable for any damage to concealed pipes,
cables, conduit, or other hidden services that were not disclosed or reasonably identifiable prior to work
18  . The Client must inform the Company of the location of any known hidden services or obstructions
that could be damaged by drilling or cutting (such as plumbing, electrical, gas lines, data cables, or
structural elements). The Company will use stud finders or locator tools as feasible, but cannot
guarantee detection of all hidden objects. If a concealed service is accidentally damaged (e.g. a nail hits
an unseen electrical wire or pipe) and the existence or exact location of that service was not made
known to the Company or evident, the cost of repairs shall be the responsibility of the Client (the
Company will assist in coordinating emergency repairs if needed). The Company similarly assumes no
responsibility for the structural adequacy of the Client’s building elements; the Client warrants that the
existing structure (e.g. roof members, ceiling, wall) can support the weight and operation of the new
equipment. If additional support or modifications are needed to safely install the equipment, this will be a
Variation at the Client’s cost.

6.6. Existing Equipment and Systems: If the Company’s Services involve connecting to or using any
existing equipment, materials, or systems of the Client (for example, re-using existing ductwork,
pipework, wiring, or integrating with an existing HVAC unit), the Company is not responsible for the
performance,  reliability,  or  faults   of  any  such  existing  components 19    20  .  The  Company’s
warranty and liability extend only to the new work and new parts it provides, not to the old or existing
parts. For instance, if an existing duct is undersized or leaking, or an existing electrical circuit is faulty,
the Company is not liable for issues arising from those conditions. The Company will advise the Client if
it observes any obvious issues with existing infrastructure and may recommend replacement or repair
(as a Variation), but the decision and cost remain with the Client. If the Client declines to replace or
repair recommended items, the Client assumes responsibility for any resulting damage or sub-par
performance.

6.7. Unforeseen Conditions: The Client acknowledges that older buildings or previously renovated sites
may contain unforeseen issues (like asbestos, irregular construction, or nonstandard wiring) that can
complicate installation. If asbestos or suspected asbestos-containing materials are encountered in the
work area, the Company will halt work and notify the Client. The Client must then engage a licensed
asbestos removalist to remove or make safe the asbestos before work can continue. Any delay or cost

caused by asbestos or other hazardous materials is not the fault of the Company and shall be treated as
a Variation (time and cost to be borne by the Client). The Company is not licensed to remove asbestos
(unless specifically stated and legally licensed) and has the right to refuse to work in any area it believes
poses a health or safety risk.

6.8. Site Condition Damage: The Company will not be responsible for any damage that is necessary or
unavoidable in order to complete the agreed work. For example, if pipes need to be run through a wall
or concrete slab,the creation of openings or cuts is part of the work and making good is excluded unless
agreed. If heavy components must be lifted into place, some wear to landscaping or flooring may occur;
while the Company will use drop sheets or boards to protect surfaces, the Client accepts some  risk  of
damage.  Likewise,  relocating  equipment  may  require  disconnecting  and  not  reusing certain parts,
or cutting access panels in ceilings, etc. Such outcomes, when part of achieving the installation, are at
the Client’s risk and cost if not specifically included.

6.9. Indirect or Consequential Issues: Except to the extent caused by the Company’s negligence, the
Company is not liable for secondary issues such as building movement or weakness exacerbated by
installation. (For instance, drilling may cause a pre-existing crack to extend; running an air conditioner
might reveal pre-existing electrical issues in the circuit.) The Company will exercise due care, but any
resultant damage or required rework on the building or premises not specifically caused by a breach of
the Company’s duty is the Client’s responsibility 16  .

6.10. Patching and Painting Exclusion: For clarity, patching, painting, tiling, carpeting, or other finish
restoration is not included in the Company’s scope unless expressly stated. This includes internal and
external surfaces. The Client should budget for a painter or handyperson to perform any necessary
touch-ups  after  installation.  The  Company  will   leave  any  openings  weather-sealed  (for  exterior
penetrations) but not necessarily aesthetically finished. Similarly, the Company is not responsible for re-
laying any removed pavers or landscaping, except to leave the site safe.

6.11.  Landscape  and  Property:  The  Client  is  responsible  for  protecting any  particularly fragile or
valuable items in and around the work area. The Company is not liable for damage to plants, lawns, or
landscaping features if they are within the immediate work zone and reasonably could be affected by the
normal operations of installation. For example, digging for pipework might disturb nearby plants. The
Company will endeavor to minimize such impact, but the Client accepts that some disturbances are
possible. The Client should remove any delicate or easily damaged items from the work area (including
attics or loft spaces where work will be done). The  Company  is  not  responsible  for  damage  to
personal property left in the immediate vicinity of the work (e.g. furniture, vehicles, decorations) if the
Client did not remove or adequately protect them after being advised to do so 21   .

6.12. Structure-Borne Noise and Vibration: The Client acknowledges that HVAC equipment (especially
compressors, fans, ductwork) can produce normal operational noise and vibration. The Company will
install equipment using standard anti-vibration mounts or as per manufacturer guidelines, but is not
responsible for slight noise or vibration transmission through the structure that might occur, unless it is
significantly beyond normal expectations due to an installation fault. If the Client has special
requirements for noise attenuation (e.g. in a recording studio or quiet office environment), this must be
raised before installation as it may require special materials (a Variation).

6.13. Limitations for High-Risk Areas: If the work is to be performed in high-risk areas (e.g. fragile
heritage buildings, areas with priceless artifacts, or where even minor damage would be catastrophic),
the Client must inform the Company in writing before work commences. The Company may require
special arrangements (like presence of specialists, additional insurance, or a modified scope) in such
cases. If the Client fails to disclose and the environment poses extraordinary risk, the Company will not
be liable for damage that could have been mitigated by prior notice and planning.

6.14. Indemnity: The Client agrees to indemnify and hold the Company harmless from any claims, costs,
or liabilities arising due to the Client’s breach of the obligations in this Section or due to pre- existing
conditions at the Site that were not disclosed to the Company. This indemnity applies to third- party
claims as well (for example, a neighbour claiming damage due to structural issues not caused by the
Company). This clause does not require the Client to indemnify the Company for the Company’s own
negligence.
(The above disclaimers do not exclude any consumer guarantees or rights the Client may have under
law, but clarify the allocation of responsibility for non-warranted or collateral damage.)

7. Service and Maintenance Terms

(The following terms apply when the Company is performing diagnostic services, routine maintenance,
or repair services on existing equipment, whether or not installed by the Company. Installation work is
also subject to relevant terms above.)

7.1.  Scope  of  Service:  The  Company  will  perform  the  specific  maintenance  or  repair  services 
as requested by the Client or recommended by the Company and agreed by the Client. Services may
include  diagnostic  investigation  of  faults,  routine  maintenance  tasks  (cleaning,  filter  replacement,
lubrication,  etc.),  testing  of  performance,  identification  of  non-condensable  gases  or  leaks,  part
replacement, calibration of controls, and other tasks as per standard HVAC service practices.

7.2. Diagnostic Fee: For any service call or repair visit, the Company may charge a diagnostic fee or
call-out fee, which covers the initial travel and investigation into the issue. This diagnostic fee is payable
even  if the Client decides  not to  proceed with any further  repair work.  However,  if the  Company
subsequently  performs a  repair that addresses the identified  problem, the diagnostic fee  may  be
applied toward the cost of the repair at the Company’s discretion (for example, waived if the repair is
immediately carried out). If a recurring issue is reported shortly after a service, Clause 7.9 (warranty on
repairs) will apply regarding any repeat diagnostic charges.

7.3. Non-Condensable Gases (NCGs) and Contaminants: The Client is informed that the presence of
non-condensable gases (such as air or moisture) in a refrigeration system can cause abnormal high
pressures and damage 22   . As part of maintenance, the Company may check for signs of NCGs or
moisture in the system. If NCGs are suspected (e.g. due to a failed vacuum on prior service or external
contamination),  the  Company  can  perform  a  system  evacuation  and  recharge  to  remove  these
contaminants. This procedure is not included in a standard service unless specified, and will be quoted
as  an  additional  task  if  required.  The  Company  is  not  responsible  for  any  decrease  in  system
performance  or  component  failure  attributable  to  pre-existing  NCGs  or  contaminants  that  were
introduced to the system outside of the Company’s control (for example, from previous service work by
others or a leak allowing air ingress). Removal of NCGs or moisture, if needed, will be charged as a
Variation in the service.

7.4. Refrigerant Leaks and Recharges: If the system is found to be low on refrigerant, the Company will
investigate for leaks. Minor leaks can be difficult to locate; the Company may need to perform leak
detection using methods such as electronic leak detectors, UV dye, or nitrogen pressure testing. Leak
detection is a billable service. The Client acknowledges that merely recharging refrigerant without fixing
leaks is a temporary measure and refrigerant loss can recur over time without a permanent repair 23  .
The Company’s warranty  does not cover refrigerant leak repairs or the cost of additional refrigerant gas
added during or after the service, except where a leak was directly caused by the Company’s  recent 
workmanship 23   .  If  a   repaired  system   under  warranty  experiences  a   major component failure
that necessitates refrigerant recharge (e.g. compressor replacement),the refrigerant will be returned to
proper level as part of that warranty repair. Otherwise, any top-up of refrigerant is chargeable. The Client
is responsible for the cost of refrigerant replacement unless a leak is due to a workmanship fault by the
Company. Environmental note: the Company will adhere to regulations for handling refrigerants, and
any recovered refrigerant will be properly recycled or disposed of.

7.5. Replacement Parts: When servicing equipment, the Company may recommend replacement of
parts that are faulty or near failure (for example, a capacitor, fan motor, printed circuit board (PCB), filter
dryer, thermostat, etc.). The Company will seek Client approval before replacing any chargeable parts
(outside of routine service parts like standard filters or belts). Replaced parts will either be new, or
reconditioned to manufacturer specifications if new parts are not available and the Client agrees. All new
parts supplied by the Company are warranted as per the manufacturer’s warranty terms (typically 12
months or more, depending on the part), and any applicable manufacturer’s warranty will be passed on
to the Client. The Company’s labor to install those parts is warranted for 3 months (or a longer period if
required by law or stated by the Company). If a replaced part fails within the manufacturer’s warranty 
period  under  normal  use,  the  Company  will  assist  in  making  a  warranty  claim  and,  if authorized,
will replace the part per warranty terms. If the manufacturer determines the failure is not covered (e.g.
due to misuse or external factors), the Client must pay for the replacement or repair work
24
.
7.6. PCB and Electrical Components: The Client acknowledges that diagnosing issues with complex
electronic components (like PCBs) can be challenging. Sometimes a PCB may fail due to an underlying
cause (e.g. a shorted fan motor or power surge). The Company will use industry best practices to
diagnose the fault; however, replacing a PCB or component may not always guarantee resolution if
there are multiple faults. If a new PCB or part is installed and it is later found that another hidden issue
caused the original failure (for example, faulty wiring or external water damage), the Company will
inform the Client of further repairs needed. The Company is not liable for damage to new electrical parts
caused by pre-existing conditions in the Client’s system, except to the extent the Company failed to
exercise due care in installation. The Company also does not cover damages due to voltage fluctuations
or surge events; the Client is responsible for adequate surge protection if needed for sensitive
equipment.

7.7. No Guarantee of Problem Resolution in Complex Cases: The Company will endeavor to fix the
reported  issue;  however,  older  HVAC  systems  or  those  in  poor  condition  may  have  multiple
simultaneous problems. The service work performed by the Company might address the symptoms
reported, but there is a possibility that further issues could surface (for instance, fixing a refrigerant leak
might reveal a weak compressor that then fails, or replacing one failed component might later be
followed by another failing due to age). The Company cannot guarantee that a single service visit will
restore  an  old  or  poorly  maintained  system  to  full   reliability.  The   Company   may  advise  that
replacement of the unit is more cost-effective than continual repairs if applicable. The decision to repair 
vs.  replace  lies  with  the  Client;  if  the  Client  opts  for  repair  against  the  Company’s
recommendation to replace, the Client assumes the risk that the system may still not function optimally
or may experience further failures. The Company’s liability in such a case is limited to the specific repair
work it carried out and does not extend to the overall performance of an aged system.

7.8. Maintenance Limitations: When performing routine maintenance, the Company will carry out the
manufacturer-recommended and standard tasks (cleaning coils, checking pressures, testing controls,
etc.). Regular maintenance greatly reduces the likelihood of breakdown but cannot eliminate all risk of
failure. The Client should operate the equipment in accordance with manufacturer guidelines and report
any irregularities promptly. The Company is not responsible for any damage or loss resulting from failure
to properly maintain equipment outside of scheduled service visits. For example, if a filter becomes
clogged between maintenance visits and causes a failure, that is not the Company’s fault. The Client is
responsible for any simple owner-level maintenance in between professional services (such as cleaning
accessible filters if applicable, keeping outdoor units clear of debris, etc.). If the Client’s lack of basic
upkeep or misuse leads to service issues, those will not be covered by any warranty.

7.9. Warranty on Repair Work: The Company guarantees its repair workmanship and parts supplied for
a period of 12 months for major repairs (such as compressor replacement) and 3 months for minor
repairs or service work, unless otherwise stated. This means if the exact same issue recurs due to the
Company’s workmanship within that period, the Company will rectify it at no charge to the Client (this
may include waiving the diagnostic fee for the callback) 25   . However, if the subsequent issue is found
to be unrelated to the original repair (a new and different problem), or the warranty period has lapsed, it
will be treated as a new service call and charges will apply 26   . The warranty on repairs does not cover
consumables or maintenance items (e.g. refrigerant as per clause 7.4, filters, belts) or failures caused
by unrelated factors (such as user error, power surges, extreme weather events, or further deterioration
of other parts of an older system). Unauthorized tampering or repairs by the Client or third parties will
void this service warranty.

7.10. Liability During Service: While performing Services, the Company will take precautions to avoid
damage to the Client’s property (such as flooring, walls, and furnishings). The disclaimers in Section 6
regarding incidental damage apply equally to service visits. The Client should ensure the work area is
clear of obstructions and any fragile items are removed from vicinity. The Company is not liable for any
pre-existing issues that are discovered during service (for instance, if a technician testing the system
finds an unrelated safety hazard and has to shut the system down for safety, the Company is not
responsible for the consequences of not having heating/cooling until that hazard is fixed by the Client).
The Company’s liability for any damage or loss caused during a service visit is limited as described in
Section 9 (Warranty and Liability).

7.11. Non-Required Work and Customer Declined Repairs: If during a service the Company identifies a
component near failure or an issue that should be addressed, it will inform the Client and may quote for
the preventive repair. If the Client declines to proceed with a recommended repair or service, the
Company shall not be liable for any later damages or losses arising from that declined work. For
example, if the Company advises that a capacitor is weak and the Client opts not to replace it, and
subsequently the capacitor fails causing compressor damage, the Company is not responsible.

7.12. Disposal of Parts: Replaced parts that are removed will be disposed of by the Company unless the
Client  specifically  requests  to  keep  them  (such  request  should  be  made  in  advance).  Refrigerant
recovered during service will be reclaimed or disposed of in accordance with environmental regulations.
There may be additional charges for disposal of certain items (like refrigeration equipment or large
components) if not included in the service fee.

7.13. Limitations on Older Equipment: If the equipment is beyond its typical useful life (generally 10-15
years for many air conditioning systems) or is in poor condition, the Company’s ability to repair may be
limited by parts availability or system integrity. The Company will notify the Client if it believes the
system is not economically repairable. In such cases, the Company’s liability is limited to the work
actually performed; there is no guarantee that an older system will operate effectively even after a
repair. The Client agrees that the Company is not liable for the failure of any other components in an
aging system  even  shortly after a  repair,  except  to the  extent the  Company’s  specific  repair  was
performed negligently.

7.14. Applicability of Other Clauses: The general conditions of this Agreement, including payment terms
(Section 3), Variations (Section 4), Client responsibilities (Section 10), and  Liability limitations (Section
9), apply to service and maintenance work. In case of any conflict, the provisions of this Service and
Maintenance section prevail for service-specific issues.

8. Warranty and Liability

8.1. Workmanship Warranty – Installations: The Company warrants that any installation Services
(including new equipment installation and associated workmanship) will be carried out with due care and
skill and in accordance with applicable standards. In addition to any statutory guarantees, the Company 
provides  a  warranty  on  its  installation  workmanship  for  a  period  of  12   months  from Completion
(or a longer period if specified in writing). During this period, if any defect in installation workmanship  is 
discovered,  the  Company  will,  at  its  discretion,  repair  the  defect  or  rectify  the workmanship at no
cost to the Client. This warranty covers faults such as incorrect installation of components, improper
sealing of duct joints, or other installation-related issues. It does not cover failures  or  defects  in  the 
Goods  (equipment)  themselves  –  those  are  covered  by  manufacturer warranties – nor does it cover
issues caused by misoperation, lack of maintenance, or circumstances unrelated to the installation
quality.

8.2. Manufacturer’s Warranty: All new equipment and parts supplied by the Company come with the 
original  manufacturer’s  warranty.  The  manufacturer’s  warranty  terms  (such  as  duration, coverage,
and exclusions) will be provided to the Client (typically, major air conditioning units come with a
manufacturer warranty of around 5 years for parts, subject to proper maintenance). The Company will
facilitate warranty claims for the Client for Goods it supplied – meaning the Company can liaise with the
manufacturer or their agent to process legitimate claims. However, the decision on warranty coverage
for the Goods lies with the manufacturer. If a manufacturer determines that a reported defect is not
covered under their warranty (for example,due to misuse, improper maintenance by the Client, or issues
not meeting “manufacturing defect” criteria), then the Client will be responsible for the cost of repair or
replacement of the part, including the Company’s labour 24  . The Client must provide proof of purchase
(e.g. invoice) for any warranty claim 27  , and perform required maintenance (such  as  annual 
servicing)  as  stipulated   by  the   manufacturer;  failure  to   do  so   may  void  the manufacturer’s
warranty. The Company’s liability in respect of manufacturer-warranted Goods is limited to the
assistance in claiming and replacement of the defective part; any further rights the Client has will be
against the manufacturer under the Australian Consumer Law or warranty law.

8.3. Warranty Against Defects (Statutory Notice): The Goods and Services supplied by the Company
come with consumer guarantees that cannot be excluded under the Australian Consumer Law. You (the
Client) are entitled to a replacement or refund for a major failure and for compensation for any other
reasonably foreseeable loss or damage. You are also entitled to have the Goods repaired or replaced
(or Services re-supplied) if the Goods or Services fail to be of acceptable quality and the failure does not
amount to a major failure 28  . The benefits given by any additional warranty herein are in addition to
your rights and remedies under law 29   . Nothing in these Terms is intended to exclude, restrict, or
modify the application of any condition, warranty, guarantee, right or remedy  provided  by  applicable 
law  (including  the  Competition  and  Consumer Act  2010  (Cth)  and Australian Consumer Law)
except to the extent that such exclusion, restriction or modification is lawfully permitted.

8.4. Limitations of Warranty: The warranties provided by the Company (in clauses 8.1 and 8.2) are
subject to the following conditions: (a) they apply only to the original Client and Site of installation – they
are not transferable without the Company’s consent; (b) the Client must notify the Company in writing of
any defect within the warranty period and as soon as practicable after becoming aware of it; (c) the
Company must be provided reasonable opportunity to inspect and remedy the defect – the Company is
not responsible for costs of repairs carried out by a third party unless authorized by the Company in
writing; (d) the warranty does not cover any defect or damage caused by misuse, abuse, neglect,
accidental damage, improper voltage or electrical supply, acts of God (e.g. lightning strikes), or failure to
perform normal maintenance (such as cleaning filters) as per manufacturer guidelines; (e) if the Client
continues to use the equipment after noticing a fault (for example, running an AC unit while it is known
to be low on refrigerant or making unusual noises), any additional damage caused may not be covered
by warranty.

8.5. Remedies for Breach: Where any law (such as Australian Consumer Law) implies a guarantee or
warranty into this Agreement which cannot be excluded, the Company’s liability for breach of that
guarantee is, to the extent permitted by law, limited (at the Company’s option) to in the  case  of
services: re-supplying the services or paying the cost of having the services re-supplied; and in the case
of goods: replacing the goods, repairing the goods, or paying the cost of such replacement or repair.

This clause does not apply to a failure that constitutes a “major failure” under the Australian Consumer
Law, in which case the Client retains the right to seek other remedies.

8.6. No Liability for Indirect Loss: To the fullest extent permitted by law, the Company is not liable for any
indirect, incidental or consequential loss, or any loss of profit, loss of business, loss of enjoyment, or
loss of opportunity, arising out of or in connection with the performance of the Services or supply of
Goods 30  . For example, the Company will not be liable for: costs of temporary accommodation if an
HVAC system is non-operational; damage to perishable goods due to an HVAC outage; or business
interruption costs. The Client should have appropriate insurance in place (e.g. property insurance,
business interruption insurance) to cover such losses. The Company’s liability will, in any event, be
capped at the value of the contract or the amount paid by the Client for the Goods/ Services giving rise
to the claim, except to the extent that liability cannot be so limited under law.

8.7. Property Damage and Injury: The Company maintains public liability insurance to cover accidental
damage or injury caused by its operations. The Company will be liable for direct damage to tangible
property or personal injury that is the result of the Company’s negligence. However, where the Client’s
own actions or instructions contribute to the loss or damage, the Company’s liability may be reduced
proportionately.  The  Company   is  not  liable  for  any   property  damage  where   it   has  disclaimed
responsibility under Section 6 (e.g. concealed services, pre-existing defects) and the damage arises
from those circumstances.

8.8. No Liability for Delays: The Company will not be liable for any loss or damage arising from delays or
failure to perform its obligations due to events beyond its reasonable control (force majeure events as
described in clause 2.2). If such an event occurs, the Company’s duties are suspended for the duration
of the event. The Client is not entitled to terminate for delay in such circumstances unless the delay is
unreasonable and beyond what is stated in clause 2.2, and then only after giving written notice and a
reasonable opportunity for the Company to complete. In any case, the Company is not liable for any
costs, damages or losses incurred by the Client due to delayed completion or delivery, except to the
extent that the delay was directly caused by the Company’s negligence or wrongful act (and not due to
external causes).

8.9. Third-Party or Consequential Damage: The Company is not responsible for any damage caused by
the Goods or Services after Completion except to the extent required by law or covered by the
Company’s  warranty.  For  instance,  if  an  installed  unit  leaks  water  due  to  a  defect  in  the  unit
(manufacturer issue) and causes ceiling damage, the manufacturer’s warranty would typically cover
repair of the unit but not the consequential ceiling damage; the Client should claim such damage under
their  insurance. The  Company will assist the  Client  in  liaising with  manufacturers,  but  unless  the
damage is due to the Company’s installation fault, the Company is not obliged to repair consequential
damages. Under no circumstances shall the Company be liable for any incidental or consequential
damages (such as water damage, mold, or property damage resulting from an HVAC failure) beyond
what the Client is entitled to under law 30  .

8.10. No Other Warranties: To the extent permitted by law, the Company disclaims all conditions and
warranties not expressly set out in this Agreement. The only warranties are those provided herein and
those  mandatorily  imposed  by  statute. The  Company  makes  no  guarantee of any specific energy
savings or performance levels unless explicitly stated; any projections given in a proposal are estimates
only.
8.11. Claims Procedure: Any warranty claim or claim for loss/damage against the Company must be
made by the Client in writing as soon as practicable after the issue arises, with reasonable details of the
claim. The Company shall be given access to investigate and, if valid, rectify the issue. In the case of
Goods failure within warranty, the Company will coordinate with the manufacturer. The Client should not
unilaterally attempt repairs (except in emergency to prevent harm) as that may void warranties or make
it difficult to ascertain cause.

8.12.  Survival:  This  Warranty  and  Liability  section  survives  the  termination  or  completion  of  the
Agreement.  Any  clauses  which  by  their  nature  are  intended  to  survive  (such  as  indemnities  or
limitations) will remain in effect.

9. Client Responsibilities

9.1. Access and Facilities: The Client must ensure the Company has safe, timely, and unobstructed
access to the Site and the work areas as needed for the Services. This includes arranging access to any
locked areas, obtaining keys or access cards if required, and ensuring either the Client or an authorized
adult representative is present during scheduled works (for residential projects). The Client should
provide access to utilities as needed (electricity, water) at no cost to the Company. If lift or elevator
access is required for upper levels, the Client should secure its availability or inform the Company if
special  arrangements  are  needed.  Delays  or  additional  costs  incurred  due  to  lack  of  access  (for

example, the Company arriving as scheduled but being unable to enter or a necessary power supply not
available) may result in a charge to the Client for lost time or a return visit.

9.2. Information and Disclosure: The Client must provide the Company with all relevant information
about the Site and the project requirements. This includes disclosing the locations of any known hidden
services, hazards, or restrictions (as noted in clause 6.5). The Client warrants that to the best of their
knowledge, the work as specified will not violate any building regulations, zoning laws, or other legal
requirements 31  . If the Client is aware of any aspect of the Site or proposed work that may pose a
problem (such as heritage listing, strata rules, structural weaknesses, presence of hazardous materials,
etc.), the Client must inform the Company prior to commencement. The Client shall indemnify and hold
the Company harmless for any loss or damage resulting from the Client’s failure to disclose relevant
information or  provision of incorrect information 32  .  For  example,  if the Client does  not inform the
Company of an existing easement or covenant that restricts installing external units and a violation
occurs, the Client is responsible for any resulting fines or required remediation.

9.3.  Permits  and  Approvals  by  Client:  As  per  clause  2.3,  unless  otherwise  agreed,  the  Client  is
responsible for obtaining any necessary permits, permissions or approvals. The Client shall arrange any
required permission from landlords or strata bodies if the property is not solely owned by the Client. If
specific working hours or conditions are imposed by building management or local laws, the Client must
communicate these to the Company in advance (e.g., if work can only occur between certain hours in an
apartment building, or if there is a noise restriction).

9.4. Site Preparation: Prior to the Company’s arrival for installation or service, the Client should ensure
that the work areas are free from obstructions and safe to work in. Fragile items, valuables, or furniture
in the vicinity of the work should be removed or protected. If the Company needs to move any furniture
or obstructions, it will do so with care, but the Client assumes the risk for any incidental damage since
this is outside the Company’s expertise. The Client should also ensure any pets or children are kept
away from the work area for safety. If the job requires access to ceiling spaces or roof, the Client should
clear closets or access panels as needed to allow entry. The Company may charge a reasonable fee if
its workers must spend non-trivial time moving Client’s belongings or dealing with obstructions that were
not cleared.

9.5. Utilities and Services: The Client must make available necessary utilities for the work. This includes
providing  electrical  power  (240V  standard  or  higher  as  required)  for  tools  and  commissioning  of
equipment, and water supply if needed for testing or mixing of materials. The Client is responsible for
any unusual costs to access these (e.g., if working on a remote site without power, the Client should
inform the Company to bring a generator, which may be an extra charge). If an existing service (like an
electrical circuit or gas line) is intended to be reused for the project, the Client is responsible for ensuring
it is in safe and adequate condition. For example, if a new air conditioner is to be connected to an 
existing  power  circuit,  the  Client  must  ensure  that  circuit  can  handle  the  load  or  engage  an
electrician (the Company can help coordinate, possibly as a Variation) to install a new circuit if required.

9.6. Client’s Equipment and Materials: If the Client is supplying any materials or equipment (rather than
through the Company), the Client is responsible for ensuring those are on-site when needed and are
correct, compatible, and safe for use. The Company reserves the right to refuse to install or use any
supplied item that it deems substandard, unsafe, or inappropriate for the task. If delays occur because
Client-supplied equipment is not present or not fit for purpose, the Company may charge for downtime
or return visits. The Company will take care in handling any Client-supplied items but is not responsible
for any inherent defects in those items or their warranty.

9.7.  Ongoing  Maintenance:  After  Completion  of  installation,  the  Client  is  responsible  for  the
ongoing care and maintenance of the equipment in accordance with manufacturer guidelines and
industry best practices. This includes tasks like cleaning or replacing filters regularly, ensuring outdoor
units are kept clear of debris, scheduling periodic professional servicing, and operating the system
within recommended settings. Failure to maintain the system may void manufacturer warranties and can
lead to suboptimal performance or damage. The Company can provide maintenance services on a
scheduled basis if the Client enters a maintenance agreement (separate from this contract). The Client
should  retain  records  of maintenance, as  manufacturers  may  require  proof  of regular  service for
warranty claims 33  .
9.8. Use of System: The Client agrees to use any installed equipment in accordance with the operating
instructions provided. The Client should not misuse the system (for example, running an air conditioner
with windows open and then claiming poor performance, or continually setting thermostat beyond
recommended ranges). If the Client has any questions on proper operation, they should consult the
manuals or contact the Company. Any damage or issues caused by misuse or deliberate damage by the
Client or third parties is not the Company’s responsibility.

9.9. Payment Responsibilities: The Client must fulfill all payment obligations as detailed in Section 3.
The Client should also promptly review any invoices or Variation quotes and address any questions or
disputes without delay. Even if a minor defect or issue arises, the Client is not entitled to withhold
payment for work substantially performed (no set-off) except as allowed by law. If the Client is obtaining
finance or payment from a third party (e.g., Green Loan or governmental program), the Client remains
responsible to ensure the Company is paid according to the contract schedule regardless of any delay
or issue with the financing.

9.10. Insurance: The Client should carry adequate insurance for their property and the works. Typically,
a home owner during a renovation or installation should have home insurance that covers contractor
works (or advise their insurer of the works). For commercial projects, the Client (or principal contractor if
not ICS) should have construction all-risk insurance or similar. The Company’s insurance does not cover
the Client’s building or contents except to the extent of the Company’s negligence. Therefore, any fire,
flood, or accidental damage risk beyond the Company’s control is to the Client’s account. The Client’s
insurance should also cover any goods on Site that are delivered and awaiting installation (once
delivered, risk is with the Client per clause 3.7).

9.11. Regulatory Compliance by Client: The Client is responsible for ensuring that the scope of work
they  request  (and  the  use  of  the  installed  system)  complies  with  any  local  laws,  homeowners’
association or strata by-laws, or other regulations that apply to them. For example, if there are council
restrictions on external unit placement or noise levels, the Client should inform the Company and obtain
required approvals. The Company will assist by providing equipment specs (like noise data) if needed
for approvals. If fines or penalties are imposed due to non-compliance that was not disclosed to the
Company, the Client will be responsible.

9.12. Cooperation and Good Faith: The Client agrees to cooperate in good faith with the Company to
enable efficient completion of the  project. This  includes  responding  promptly  to  communications,
making timely decisions when needed (for example, where a placement decision needs client input),
and not unreasonably withholding approvals for Variations that are genuinely necessary for completion.
If the Client engages other trades or contractors on Site during the Company’s work, the Client should
coordinate schedules to avoid conflicts or site overcrowding. The Company is not liable for delays or
defects caused by other contractors or by the Client’s own actions.

9.13.  Correction  of Work  by  Others:  If the  Company’s  work is impacted  by third-party work (for
instance, a builder removes and incorrectly reinstalls part of the Company’s installation), any rework
required by the Company due to that will be charged additionally. The Client should ensure other parties
do not alter the Company’s work without consent.

9.14. No Poaching of Staff: The Client agrees not to solicit or hire directly any employee or contractor
introduced by the Company to the Client to perform similar work privately, during the term of this
contract or within 12 months after Completion, without the Company’s consent. This ensures fairness
and protects the Company’s workforce investment.

10. Legal and Dispute Provisions

10.1. Governing Law: This Agreement is governed by the laws of the Commonwealth of Australia and,
specifically, the laws of the State or Territory in which the Services are provided (or, if the Services are
provided in multiple jurisdictions, the laws of the State in which the Company’s principal office is located,
which is New South Wales). The parties submit to the non-exclusive jurisdiction of the courts of that
State or Territory and any courts which may hear appeals from those courts 34  .

10.2. Dispute Resolution: In the event of any dispute or difference arising out of this Agreement or the
Services, the parties agree to attempt to resolve the matter in good faith through direct negotiation. If
negotiation fails to resolve the dispute within a reasonable time, either party may refer the dispute to
mediation by a mutually agreed independent mediator (each party will share the mediation costs
equally). If the dispute is not resolved by mediation within 30 days (or a timeframe agreed in writing),
either party is free to pursue legal remedies through the courts or a relevant tribunal. Nothing in this
clause prevents either party from seeking urgent interlocutory relief (such as an injunction) from a court
if necessary.

10.3.  Debt  Recovery  and  Costs:  Should  it  become  necessary  for  the  Company  to  enforce  this
Agreement or recover any debt from the Client, the Client agrees that the Company shall be entitled to
recover, in addition to the debt amount, any and all reasonable costs of enforcement, including legal
fees on an indemnity basis, filing fees, court costs, and any collection agency fees 8    . This obligation
applies regardless of whether formal proceedings are commenced. A certificate or affidavit signed by a
director or credit manager of the Company stating the amount due from the Client at a certain date shall
be prima facie evidence of the amount owed.

10.4. No Set-off: The Client shall not be entitled to set off or deduct any amounts allegedly owing by the
Company to the Client against any payments due to the Company under this Agreement. All amounts
must be paid in full without reduction or set-off for any reason, except to the extent a court or tribunal of
competent jurisdiction directs otherwise. (This does not restrict the Client’s rights to claim damages or
remedies separately, but interim or pending claims do not excuse timely payment of invoices for
completed work.)

10.5. Notices: Any formal notice required under this Agreement shall be in writing and given by either:
personal delivery, pre-paid post, or email. Notices to the Company should be sent to its registered
business address or official email as set out in the Quote (or as later notified). Notices to the Client will
be sent to the address or email provided by the Client in the Quote or as later notified. Notices shall be
deemed received: if hand delivered, on delivery; if posted, two business days after posting (or five
business days if sent to/from a different country); if emailed, on the day of sending, provided no bounce
or error message is received, and if sent on a business day before 5pm (recipient’s time) otherwise the
next business day.

10.6. Amendment: The Company may revise these Terms and Conditions for future engagements, but
the Terms in effect at the time of contract formation shall govern for that specific Agreement. Any
amendment to this Agreement after formation must be made in writing and signed or agreed by both
parties (variation clauses  in  Section 4 cover changes to scope; this clause covers changes to the
contractual terms).

10.7.  Counterparts  and   Electronic  Acceptance:  This  Agreement  (including  the  Quote  and  any
variations) may be executed in counterparts (including electronic acceptance such as checking a box or
replying by email), which together will be deemed one instrument. An electronic or scanned signature/
acceptance is deemed equivalent to an original signature.

10.8. Authority:  Each person signing or agreeing to this Agreement represents that they have the
authority to bind the party on whose behalf they are signing (for instance, if a person signs on behalf of a
company or an owners’ corporation, they have the requisite authority).

10.9. Recovery Without Court Order: As emphasized in clause 3.9 regarding retention of title, the Client
acknowledges and agrees that the Company has the right to recover unpaid Goods without court order
under the conditions set forth. The Client’s grant of license to enter the premises for that purpose is an
essential term of this Agreement 11  , intended to enable the Company to mitigate losses in event of
default. The Client waives any right to object to the Company’s lawful recovery actions as stipulated,
provided they are in compliance with this Agreement and the law.

10.10. Consumer Law and Unfair Contract Terms: The Company confirms that it has no intention of
contravening the Australian Consumer Law. If any term of this Agreement is determined to be void or
unenforceable for being unfair or otherwise under the ACL or any other law, it shall be severed or
modified to the extent necessary to comply with the law, without affecting the validity of the remainder of
the Agreement 35  . The parties agree to negotiate in good faith to replace any void or unenforceable
provision with a valid provision that achieves, to the greatest extent possible, the original commercial
intention.

10.11.  Survival  of  Terms:  Provisions  in  this  Agreement  which  by  their  nature  should  apply  after
Completion or termination (such as indemnities, warranties, limitations of liability, and governing law) will
continue to apply thereafter.

10.12. Execution and Acceptance: The Client’s acceptance of a Quote referencing these Terms, or the
Client’s instructing the Company to proceed with the Services, or payment of any deposit, will constitute
acceptance of and agreement to these Terms and Conditions in full.

10.11 Additional Terms and Conditions and Amendments are available at https://icsair.com.au/terms-
and-conditions/
By  engaging  Ideal  Climate  Solutions  for  your  installation  or  service  needs,  you,  the  Client,
confirm that you have read, understood, and agree to these Terms and Conditions. The aim of these
Terms is to clarify the rights and responsibilities of both parties so as to achieve a successful project
outcome with transparency and fairness. If you have any questions about these Terms, please ask the
Company before accepting the Quote or commencing work.