The following are Deppro’s terms and conditions (Terms and Conditions) for the provision of Services (Services) to the Property Owner.  Please read these terms and conditions carefully. It is a condition of the provision of the Services that that the Property Owner comply with these terms and conditions.

1. DEFINITIONS

1.1 Any reference in this Agreement to:

(a)Agreement means these Terms and Conditions together with any Order Form, Annexure, Schedule and Special Conditions;
(b)Fee means the fee payable by the Property Owner as set out in the Order Form for the provision of the Services;
(c) Order Form means the order form attached to these Terms and Conditions or any document provided by Deppro which describes the description of Services and the Fee and which forms part of these Terms and Conditions;
(d)Property means the property on which the Services will be based as advised by the Property Owner;
(e) Property Owner means the client specified in the Order Form;
(f) Property Owner Information means any information reasonably requested from the Property Owner by Deppro necessary to provide the Services including (as may be applicable) the purchase price of the Property, constructions costs, stamp duty and legal costs, contract date, settlement date, construction completion date and any major renovations;
(g) Services means the provision of a Property Tax Allowance Schedule and any other services provided by Deppro to the Property Owner set out in any Order Form or Schedule; and
(h) Special Conditions means any special conditions to these Terms and Conditions as set out in the Order Form.

2. SERVICES

2.1 Deppro agrees to provide the Services to the Property Owner on these Terms and Conditions.

2.2 Deppro:

(a) will perform all Services described under this Agreement using appropriately qualified personnel; and
(i) has the necessary skills, experience and expertise to perform the Services
described under this Agreement;

2.3 The Property Owner acknowledges that Deppro does not in the provision of the Services provide any form of legal or tax advice. The Property Owner is responsible for obtaining its own advice.

2.4 The Property Owner agrees to act reasonably and cooperate with Deppro in connection with the provision of the Services including allowing Deppro reasonable access to the Property to conduct a physical inspection of the Property (as required).

2.5 The Property Owner agrees to promptly provide Deppro with the Property Owner Information to enable Deppro to perform the Services;

2.6 The Property Owner acknowledges that Deppro will act in reliance on the Property Owner Information and the Services supplied by Deppro will be undertaken with reference to the Property Owner Information.

2.7 The Property Owner acknowledges that failure to promptly provide the Property Owner Information may restrict Deppro’s ability to provide the Services or may delay the provision of the Services to the Property Owner. Deppro will not be liable in such circumstances for any delays in the provision of the Services as a result of delay by the Property Owner to provide the Property Owner Information.

3. ADDITIONAL SERVICES

3.1 The parties acknowledge and agree that consequential to the provision of the
Services, the Property Owner may require Deppro to perform additional professional services (Additional Services).

3.2 Any Additional Services will be provided by Deppro:

(a) as agreed between the parties in writing;
(j) at Deppro’s fees quoted for the provision of such Additional Services; and
(k) on the same terms and conditions as set out in this Agreement. 3.3 Any quotation provided by Deppro to the Property Owner in respect of the Services or any Additional Services is open for acceptance within the period stated in the quotation or otherwise within thirty (30) days of the date of the quotation if no period is stated. Any quotation and any acceptance of the quotation is subject to these Terms and Conditions.

4. PAYMENT;

4.1 The Property Owner must pay the Fee set out in the Order Form to Deppro prior to commencement of provision of the Services or as otherwise agreed between Deppro and the Property Owner in writing.

4.2 The Fee is payable by way of cheque, money order or credit card.

4.3 Should a payment be declined at the time of processing payment of the Fee, further reasonable attempts to process the transaction will be made by Deppro. Should the Property Owner payment continue to be declined, Deppro will contact the Property Owner in relation to payment processing.

4.4 If Deppro has not received payment as required in accordance with this Agreement, in addition to any other rights and remedies of Deppro:

(a) Deppro may, without liability to the Property Owner, suspend the provision of the Services to the Property Owner until payment is received; and
(l) interest shall accrue on such due amounts at the rate of ten percent (10%) per annum from the date the unpaid amount became due until the unpaid amount is paid to Deppro in full (whether before or after judgment). Where there has been a failure to pay pursuant to the terms of this Agreement, Deppro is under no obligation to commence or recommence the Services if requested by the Property Owner. Any commencement or recommencement of the Services will be at Deppro’s sole discretion.

4.5 All amounts and fees stated or referred to in this Agreement:

(a) are inclusive of GST;
(m) will be in Australian dollars;
(n) are (subject to the terms of this Agreement) non-cancellable and non-refundable.

4.6 The Property Owner agrees that in the event of any action being taken by Deppro to recover any overdue amount due and owing under this Agreement any costs incurred by Deppro in recovering the debt (including without limitation any legal expenses on a solicitor/client basis, collection agency charges (if permissible by law) or any other reasonable associated costs) are payable by the Property Owner to Deppro and shall be recoverable by Deppro as a separate debt.

5. GST

5.1 For the purpose of this clause the following definitions apply:

(a) GST means any form of goods and services tax payable under the GST Law;
(b) GST Law means the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

5.2 Words used in this clause that are defined in the GST Law have the meaning given in that legislation.

5.3 Unless otherwise specified, all amounts payable under this Agreement are exclusive of GST and must be calculated without regard to GST.

5.4 If a supply made under this Agreement is a taxable supply, the recipient of that taxable supply (Recipient) must, in addition to any other consideration, pay to the party making the taxable supply (Supplier) the amount of GST in respect of the supply.

5.5 The Recipient will only be required to pay an amount of GST to the Supplier if and when the Supplier provides a valid tax invoice to the Recipient in respect of the taxable supply.

5.6 If there is an adjustment to a taxable supply made under this Agreement then the
Supplier must provide an adjustment note to the Recipient.

5.7 The amount of a party’s entitlement under this Agreement to recovery or
compensation for any of its costs, expenses or liabilities is reduced by the input tax credits to which that party is entitled in respect of those costs, expenses or liabilities.

6. WARRANTIES AND DISCLAIMERS

6.1 The Property Owner warrants that:

(a) the Property Owner is the registered owner of the Property;
(b) the Property Owner is at least eighteen (18) years of age;
(c) the Property Owner Information is true and correct in every respect;
(d) the Property Owner has not entered into this Agreement or obtained the Services on the basis of or in reliance upon any statement or representation (whether made orally or in writing) made by Deppro concerning this Agreement or any of the Services other than any statement or representation contained in this Agreement;
(e) the Property Owner has the right or authority to provide the Property Owner
Information, provide access to the Property and comply with the other the requirements set out in this Agreement; and
(f) the Property is in a condition whereby it is safe for Deppro to undertake an inspection of the Property

6.2 To the extent permitted by law, if Deppro does make any warranties of any kind, either express or implied, statutory or otherwise, relating in any way to the subject matter of this Agreement, including, but not limited to, warranties of merchantability or fitness for purpose, all such warranties are hereby excluded.

6.3 Deppro agrees to use all reasonable efforts to provide the Services. The Property Owner acknowledges and agrees that nothing in this Agreement shall constitute by Deppro an express or implied warranty or guarantee:

(a) as to the outcomes that may be obtained from use of the Services;
(b) as to any increase in revenue, profit or goodwill that may be obtained as a consequence of the Services; and
(c) as to the accuracy, reliability or content of any information provided through the Services.

7. COMPETITION AND CONSUMER ACT 2010 (CTH) (CCA)

7.1 Subject to the Seller’s statutory obligations under the CCA the following provisions in this clause apply.

7.2 The Sellers liability for a breach of a condition or warranty implied by Pt 3–2 Div 1 of the CCA is limited to:

(a) in the case of goods, any one (1) or more of the following: the replacement of the Goods or the supply of equivalent goods; the repair of the Goods; the payment of the cost of replacing the Goods or of acquiring equivalent goods; the payment of the cost of having the Goods repaired; or
(b) in the case of services: the supplying of the services again; or the payment of the cost of having the services supplied again.

7.3 Subject to the Seller’s statutory obligations under the CCA and except as provided in these Terms & Conditions, all express and implied warranties, guarantees and conditions under statute or general law as to merchantability, description, quality, suitability or fitness of goods for any purpose or as to design, assembly, installation, materials or workmanship or otherwise are expressly excluded.

7.4 To the extent permitted by law and regardless of any other provision in this Agreement, Deppro will not be liable for:

(a) any negligent or wrongful act or omission;
(b) any costs or expenses arising out of injury to or death of any person or persons or damage to property; or
(c) any consequential or indirect loss or damage, economic loss, loss of contract, loss of profit or revenue.

8. INDEMNITY

8.1 The Property Owner indemnifies and shall hold Deppro harmless from any and all claims, demands, liabilities, losses damages, judgements or settlements, including all reasonable legal costs and expenses which may arise directly or indirectly as a result of any promise, representation, warranty, act, omission or obligation of Deppro in respect of:

(a) the provision of the Services by Deppro to the Property Owner;
(b) Deppro’s access to and presence on the Property;
(c) the use of the Services by the Property Owner; and/or
(d) any breach of this Agreement by the Property Owner.

9. INTELLECTUAL PROPERTY

9.1 For the purpose of this clause Intellectual Property means:

(a) the business names and trade marks owned or used at any time by Deppro;
(o) the Confidential Information owned or used at any time by Deppro;
(p) any Software (and associated documentation and specifications) owned or licensed by Deppro and used in providing the Services;
(q) anything produced by Deppro in carrying out the Services (including data in any report);
(r) the patents, patent applications, registered designs, unregistered designs, copyright and all other industrial and intellectual property rights owned or used at any time by Deppro.

9.2 The Property Owner agrees that Property Owner shall have no right, title, claim or interest in or to the Intellectual Property.

9.3 The Property Owner may not copy, modify or translate any of the Intellectual Property or related documentation, or decompile, disassemble or reverse engineer any of the Intellectual Property to use it other than in connection with the Services or grant any other person or entity the right to do so.

9.4 The Property Owner acknowledges and agrees to grant to Deppro a non-revocable, royalty-free and worldwide non-exclusive license to use the data obtained from the Services.

10. VARIATION OF AGREEMENT

10.1 Deppro may change these terms and conditions at any time.
10.2 Notice of a change may be given by email to the Property Owner or by publication on Deppro’s website located at www.deppro.com.au (as varied from time to time)
10.3 Use of the Services after seven (7) days receipt of notice of any change in accordance with clause
10.2 will constitute acceptance of the varied terms.

11. TERMINATION

11.1 In addition to any other rights under this Agreement Deppro may terminate this Agreement and cease providing the Services to the Property Owner:

(a) If the Property Owner breach any term of this Agreement and (if capable of remedy) fails to remedy that breach within seven (7) days of receipt of a notice from Deppro requiring the Property Owner to remedy that breach;
(b) The Property Owner becomes insolvent or is otherwise unable to pay its debts as and when they fall due;
(c) The Property Owner or any third party institutes any insolvency, receivership or bankruptcy proceedings with respect to the Property Owner;
(d) the Services have been suspended by Deppro pursuant to the terms of this Agreement and remain suspended for a period in excess of thirty (30) days. The Property Owner remains liable for all Fees in the event of a suspension or termination of this Agreement for any reason whatsoever.

11.2 In addition, Deppro is responsible for providing the Services only. If the Property Owner (notwithstanding that the Property Owner has paid any or all of the Fees) does not, within a reasonable period of time of request by Deppro:

(a) provide the Property Owner Information; or
(b) allow Deppro access to the Property, Deppro may terminate this Agreement by written notice to Property Owner. In such circumstances, Deppro will not be liable to the Property Owner for the repayment of any Fees or the provision of any Additional Services to the Property Owner.

11.3 In addition to any other obligation under this Agreement, upon termination of this Agreement for any reason whatsoever, the Property Owner must immediately:

(a) pay all outstanding Fees to Deppro;
(s) return to Deppro all Confidential Information and other materials of Deppro (including any copies) or where such materials are stored electronically, erase such material and provide an undertaking that such has occurred.

12. PRIVACY POLICY & WEBSITE TERMS AND CONDITIONS

12.1 The Property Owner agrees to comply with Deppro’s Privacy Policy located at www.deppro.com.au (as varied from time to time).
12.2 The Property Owner agrees to comply with Deppro’s website Terms and Conditions located at www.deppro.com.au (as varied from time to time).

13. FORCE MAJEURE

13.1 Neither party shall be liable for any delay or failure to perform its obligations pursuant to this Agreement if such delay is due to force majeure.
13.2 If a delay or failure of a party to perform its obligations is caused or anticipated due to force majeure the performance of that party’s obligations will be suspended for the period of the force majeure.

14. GENERAL

14.1 Where a term is defined in these Terms and Conditions and referred to in this Agreement, the definition will, unless otherwise specified, apply to the whole of this Agreement.
14.2 This Agreement and its attachments constitute the entire Agreement between the parties regarding the matters set out in it and supersedes any prior representations, understandings or arrangements made between the parties, whether orally or in writing.
14.3 A right created by this Agreement cannot be waived except in writing signed by the party entitled to that right. Delay by a party in exercising a right does not constitute a waiver of that right, nor will a waiver (either wholly or in part) by a party of a right operate as a subsequent waiver of the same right or of any other right of that party.
14.4 This Agreement may be assigned or transferred in any manner by Deppro at its sole discretion.
14.5 Each party must promptly execute all documents and do every thing necessary or desirable to give full effect to the arrangements contained in this Agreement.
14.6 The laws applicable in Queensland govern this Agreement and the parties submit to the non-exclusive jurisdiction of the courts of Queensland and any courts competent to hear appeals from those courts.
14.7 If any clause or part of any clause is in any way unenforceable, invalid or illegal, it is to be read down so as to be enforceable, valid and legal. If this is not possible, the clause (or where possible, the offending part) is to be severed from this Agreement without affecting the enforceability, validity or legality of the remaining clauses (or parts of those clauses) which will continue in full force and effect.
14.8 The Property Owner must not register a 2. DEFINITIONS

2.1 Any reference in this Agreement to:

(a) Agreement means these Terms and Conditions together with any Order Form, Annexure, Schedule and Special Conditions;
(b) Fee means the fee payable by the Property Owner as set out in the Order Form for the provision of the Services;
(c) Order Form means the order form attached to these Terms and Conditions or any document provided by Deppro which describes the description of Services and the Fee and which forms part of these Terms and Conditions;
(d) Property means the property on which the Services will be based as advised by the Property Owner;
(e) Property Owner means the client specified in the Order Form;
(f) Property Owner Information means any information reasonably requested from the Property Owner by Deppro necessary to provide the Services including (as may be applicable) the purchase price of the Property, constructions costs, stamp duty and legal costs, contract date, settlement date, construction completion date and any major renovations;
(g) Services means the provision of a Property Tax Allowance Schedule and any other services provided by Deppro to the Property Owner set out in any Order Form or Schedule; and
(h) Special Conditions means any special conditions to these Terms and Conditions as set out in the Order Form.

15. GENERAL

15.1 Where a term is defined in these Terms and Conditions and referred to in this Agreement, the definition will, unless otherwise specified, apply to the whole of this Agreement.
15.2 This Agreement and its attachments constitute the entire Agreement between the parties regarding the matters set out in it and supersedes any prior representations, understandings or arrangements made between the parties, whether orally or in writing.
15.3 A right created by this Agreement cannot be waived except in writing signed by the party entitled to that right. Delay by a party in exercising a right does not constitute a waiver of that right, nor will a waiver (either wholly or in part) by a party of a right operate as a subsequent waiver of the same right or of any other right of that party.
15.4 This Agreement may be assigned or transferred in any manner by Deppro at its sole discretion.
15.5 Each party must promptly execute all documents and do every thing necessary or desirable to give full effect to the arrangements contained in this Agreement.
15.6 The laws applicable in Queensland govern this Agreement and the parties submit to the non-exclusive jurisdiction of the courts of Queensland and any courts competent to hear appeals from those courts.
15.7 If any clause or part of any clause is in any way unenforceable, invalid or illegal, it is to be read down so as to be enforceable, valid and legal. If this is not possible, the clause (or where possible, the offending part) is to be severed from this Agreement without affecting the enforceability, validity or legality of the remaining clauses (or parts of those clauses) which will continue in full force and effect.
15.8 The Property Owner must not register a security interest over Deppro or this Agreement without the prior written consent of Deppro.