TERMS & CONDITIONS

  1. Agreement for supply of Services
    1. Formation of agreement
      1. These Terms apply to the Services described in the relevant Purchase Order that accompanies, attaches or otherwise refers to these Terms.
      2. By providing the Purchase Order to us, you are making an offer to purchase the Services described in the Purchase Order in accordance with the Purchase Order and these Terms.
      3. The Purchase Order is only accepted when we give notice of acceptance of the Purchase Order to you and once we accept the Purchase Order, a binding agreement will arise under which we agree to provide the Services to you and you agree to receive and pay for the Services in accordance with the Purchase Order and these Terms.
    2. Entire agreement
      Unless stated otherwise, the relevant Purchase Order and these Terms constitute the entire agreement between you and us with respect to the Services that have been ordered under the relevant Purchase Order.
  2. Supply and use of the Services
    1. Scope of Services
      1. We are only required to supply, and we will only be supplying, the specific Services described in the Purchase Order.
      2. We will only be providing, the Services through our Website or by such other method that we agree with you and in such format that we consider reasonable in the circumstances.
      3. Where we are providing you with any Services that are educational in nature, you acknowledge and agree that:
        1. we are not an accredited provider of educational or training services;
        2. the Services are provided for information purposes only; and
        3. the Services will not provide you with any officially recognised or accredited qualification or certification.
      4. Where we are providing you with any Services that that provide any architectural or design suggestions or advice, you acknowledge and agree that:
        1. the Services are only provided as initial conceptual ideas or suggestions, without any full or detailed consideration of your personal circumstances or realisation of the conceptual ideas or suggestions that we provide;
        2. the Services are not intended, nor should they be used or relied on, as a substitute for full service architectural or design services or advice and we are not responsible for, and will not be advising you with respect to, any matters or deliverables that would ordinarily be expected of an architect or designer who is providing full service architectural or design services; and
        3. we are not responsible for ensuring that the Services are fit for any particular purpose or that they will comply with any applicable licences, permits or authorisations, or any contractual, architectural, design or engineering documents, budgets or requirements.
    2. Our licence to you
      1. We are the owner of all the intellectual property and other rights (present and future) in our Website and all of the Services IP. By acquiring the Services, you do not acquire any ownership of the Services IP, however you will be granted a limited, non-exclusive, non-transferable, non-sublicensable licence to access and use the Services IP for your personal, non-commercial use.
      2. You must not, and you must ensure that you do not permit or assist any other person to, access, download, copy, modify, distribute, provide, sell, use or otherwise exploit any of the Services or Services IP other than as permitted under the licence granted in paragraph (a).
    3. Your licence to us
      1. You grant to us an irrevocable, royalty-free licence to use and manipulate all Intellectual Property Rights in any information, documents and other particulars which you provide to us to the extent reasonably necessary for us to provide the Services to you.
      2. We must not, and we must ensure that we do not permit or assist any other person to, access, download, copy, modify, distribute, provide, sell, use or otherwise exploit any of the information, documents and other particulars which you provide to us other than as permitted under the licence granted in paragraph (a).
    4. Marketing
      You consent to us using the Service IP and any information, documents and other particulars you provide to us (for example floor plans, photographs, design schemes, concepts and other material concerning your project) for the purposes of marketing, promoting and advertising our services in any manner or form as we consider to be reasonably appropriate in the circumstances, provided that where this includes any personal information (for example your full name or the street address of your property) the use of that personal information will be subject to our Privacy Policy.
  3. Fees
    1. You agree to pay the applicable Fees to us for the Services at the time of purchasing of the Services, or as set out in the invoice that we issue to you, as applicable.
    2. Payment is to be made via the method selected by you when providing the Purchase Order on our Website, or as set out in the invoice that we issue to you, as applicable.
    3. Unless otherwise stated, all prices are exclusive of GST and other sales tax, and all payments must be made free of set-off and without deduction of any kind, except to the extent required by applicable law.
  4.  Warranties
    1. Our warranties
      We agree to provide you with the following warranties in respect of the Services that we provide to you:

      1. the Services will conform with the description of those Services on our Website, or as otherwise set out in the relevant Purchase Order;
      2. to the extent that the Services are provided to you as a Client in Australia and the Services we have agreed to provide you with are considered to be Architectural Services for the purposes of the Australian Architects Legislation, we warrant that:
        1. we are authorised to provide those Architectural Services to the you as a Client in Australia;
        2. the Nominated Architect will be responsible for the provision of those Architectural Services to the you as a Client in Australia; and
        3. we will comply with all of the requirements of the Australian Architects Legislation in providing the Services, including by maintaining the following insurances:
          1. professional indemnity insurance, for no less than the value of $[XXX] for any one claim;
          2. public liability insurance for not less than the value of the Services; and
          3. insurances to cover liability for our employees in accordance with statutory requirements.and to the extent that any provision of the Purchase Order or these Terms are inconsistent with those obligations, then those obligations will prevail to the extent of the inconsistency.
    2. Your warranties
      For the purpose of obtaining the Services from us, you warrant that:

      1. all information and documents and other particulars that you provide to us are accurate and complete;
      2. you have all necessary consents, licences and authorisations to provide that information and those documents to us and to receive the Services;
      3. to the extent that you are receiving the Services as a Client outside of Australia, the receipt by you of the Services is permitted for all purposes under the applicable law and regulations of the jurisdiction in which you are receiving the Services;
      4. to the extent that the Services we have agreed to provide you with are considered to be Architectural Services or equivalent services in the jurisdiction in which you are receiving the Services for the purposes of the Australian Architectural Architects Legislation or the equivalent legislation in the jurisdiction in which you are receiving the Services, then either:
        1. you have not engaged the services of an architect in connection with the purpose for which you are receiving the Services; or
        2. if you have engaged the services of an architect, the receipt by you of the Services is permitted for all purposes under the terms of your engagement with that architect and that architect has consented for all necessary purposes to you receiving the Services from us.
    3. Exclusions
      You acknowledge and agree that in issuing the Purchase Order to us, you are not relying on any representation, warranty, statement or promise in respect of the Services, except as expressly set out in these Terms, and all conditions, warranties and other terms which would be implied or otherwise incorporated into the agreement with respect to the Services as binding on us are excluded to the fullest extent permitted by applicable law.
    4. Limitation of liability
      1. Neither we or any of our related bodies corporate or any of the officers, employees, agents, contractors and subcontractors of any of them will have any liability to you or any other person for any consequential or indirect loss arising due to a breach of agreement or in tort (including negligence) in connection with the supply of, or failure to supply, any Services or otherwise under or in connection with the agreement we enter into with you including, without limitation, loss of profits, bonuses, anticipated income, anticipated cost savings or corruption or destruction of data.
      2. If we supply any Services (other than services of a kind ordinarily acquired for personal, domestic or household use or consumption) in breach of a condition or warranty expressly set out in the Purchase Order or these Terms or implied by law that cannot be lawfully excluded which requires the Services to be rendered with due care and skill or to be fit for a purpose, our liability to you (and any other person) for or in connection with the breach is limited at our option to:
        1. supplying the Services again; or
        2. paying the cost of having the Services supplied again.
      3.  Our total liability to you (and any other person) for a breach of agreement or in tort (including negligence) in connection with the supply of, or failure to supply, any Services or otherwise under or in connection with the agreement we enter into with you (except for liability arising due to the supply or provision of goods or services in breach of a condition or warranty implied by law that cannot be lawfully excluded) is limited to the Fees that we have charged you and that you have paid for the Services.
    5. Subject to law
      No exclusion of implied terms or disclaimer or limitation of liability contained in these Terms will apply to the extent that it is prohibited by applicable law.
    6. Force majeure
      We are not liable under or in breach of any agreement in connection with the Services for any delays or failures in performance of our obligations which result from circumstances beyond our reasonable control.
  5. Privacy
    1. We will protect the privacy and security of any information provided by you to us in accordance with our Privacy Policy.
    2. By acquiring the Services from us, you agree to the use of personal information by us for all purposes reasonably necessary for us to deliver the Services.
  6. Notices
    1. Manner and frequency
      All communication from us to you or from you to us with respect to the provision of the Services will be provided through our Website or as otherwise agreed by you and us.
    2. Required notice
      We will notify you as soon as is reasonably practical, with respect to:

      1. a variation, change or amendment to the Services and its impact (if any) on our Fees;
      2. any thing that would, or would be likely to, prevent us from providing the Services in accordance with the relevant Purchase Order; and
      3. whether, if applicable, the Services that you have requested under the relevant Purchase Order is outside of our expertise or capabilities.
  7. Termination
    The agreement between you and us with respect to the Services will terminate upon the earlier of:

    1. the completion of the Services;
    2. a breach by you or us with respect to a material obligation;
    3. us notifying you that we must withdraw from the provision of the Services due to us being required in a manner that is in contravention of the Australian Architects Legislation; or
    4. an insolvency event occurs with respect to you, us or the Nominated Architect.
  8. Dispute resolution
    1. In the event of a dispute between you and us arising in connection with these Terms or the Services, the parties must undertake to use their best endeavours to settle the dispute expeditiously.
    2. If the parties cannot resolve a dispute within 21 days of a party receiving notice in writing of the dispute from the other party, either party may refer the dispute to a binding mediation and the parties must appoint a mediator within a further 5 business days. The mediation must be conducted in Sydney, New South Wales in accordance with the Resolution Institute Mediation Rules and the laws of New South Wales.
    3. If the dispute is referred to mediation, the mediator’s decision will be final and binding on the parties save in the event of a manifest error. The apportionment of the costs associated with the referral of the dispute to the mediator will be determined by the mediator.
  9. General
    1. Governing law and jurisdiction
      These Terms are governed by the laws of New South Wales. The parties submit to the non-exclusive jurisdiction of the courts exercising jurisdiction there.
    2. Severance
      If any provision of these Terms are void, voidable, unenforceable, illegal, prohibited or otherwise invalid in a jurisdiction, in that jurisdiction the provision must be read down to the extent it can be to save it but if it cannot be saved by reading it down, words must be severed from the provision to the extent they can be to save it but if that also fails to save it the whole provision must be severed. That will not invalidate the remaining provisions of the Terms nor affect the validity or enforceability of that provision in any other jurisdiction where it is not invalid.
  10. Definitions and interpretation
    1. Definitions
      Australian Architects Legislation means:

      1. the Architects Act 2003 (NSW) and the reciprocal act in each Australian state or territory in which we provide the relevant Services;
      2. the Architects Regulation 2017 (NSW), and the equivalent regulations in each Australian state or territory in which we provide the relevant Services;
      3. the NSW Architects Code of Professional Conduct, available on our Website, and the equivalent Architects Code of Professional Conduct in each Australian state or territory in which we provide the relevant Services; and
      4. the Royal Australian Institute of Architects Limited Code of Professional Conduct.Architectural Services means a service considered to be an architectural service for the purposes of the Australian Architects Legislation.
        Client, you or your means the client described in the relevant Purchase Order.
        Fees means the fee payable for the Services that we have agreed to provide to you pursuant to the relevant Purchase Order that we have accepted. The fees will either be set out on our Website or communicated to you in some other format at the time that you provide us with the relevant Purchase Order.
        Nominated Architect means Georgina Wilson, registered architect, NSW ARB7531.
        our Website means the website located at [https://georginawilsonassociates.com/].
        Privacy Policy means the privacy published on Our Website, at https://askanarchitect.co/privacy-policy.
        Purchase Order means an order form for Services that accompanies, attaches or otherwise refers to these Terms.
        Services means the products and services that you have requested that we provide to you through the relevant Purchase Order, being some or all of the products and services that we have made available for purchase through our Website. It includes all video content, audio, photography, webinars, seminars, documentation, templates, design plans, layout plans or templates, and other educational or training content, whether provided via our Website or otherwise.
        Services IP means all intellectual property and other rights (present and future) in the Services and other deliverables that we make to you in connection with the relevant Purchase Order and these Terms.
        Terms means these terms and any terms incorporated by reference.
        Us, we or our means [Georgina Wilson Architects Pty Ltd ACN 149 984 458 trading as Georgina Wilson Associates].
    2.  Interpretation
      In these Terms:

      1. headings and bold typing are included for convenience only and do not affect interpretation and, unless the context otherwise requires;
      2. a reference to a word includes the singular and the plural of the word and vice versa and a reference to a gender includes any gender;
      3. no provision of the Terms will be construed adversely to a party solely on the ground that the party was responsible for its preparation;
      4. an agreement or obligation on the part of 2 or more persons binds them jointly and severally;
      5. a reference to a business day for the purpose of doing an act or sending or receiving a notice is reference to a day which is not a Saturday, Sunday, bank holiday or public holiday in the place where the act is to be done or notice is to be received and a reference to time for the purpose of doing an act or sending or receiving a notice is reference to that time in the place where the act is to be done or notice is to be received;
      6. a monetary reference is a reference to Australian currency;
      7. the term ‘including’, ‘e.g.’, ‘such as’, ‘particularly’ or any similar expression is not used as, nor is intended to be interpreted as, a term of limitation;
      8. a word or term defined in the Corporations Act 2001 (Cth) has the same meaning; and
      9. a word or term defined in A New Tax System (Goods and Services Tax) Act 1999 (Cth) has the same meaning where used in connection with the GST imposed under that Act.