Style Air Pty Ltd Terms & Conditions

DEFINITIONS

In this document, unless the context requires otherwise:

“Style Air” means Style Air Pty Ltd and each of its related entities as defined in the Corporations Act 2001 now or at any time Goods or Services are supplied to the Client in the future.

“Style Air information” means information provided by Style Air to the Client, including but not limited to:

trade secrets, including ideas and concepts not reduced to material form;
technical information;
financial information;
commercial information;
customer information;
all system information;
procedure information;
manuals and policies;
product and market information;
any information marked ‘confidential’ or which Style Air informs the Client is confidential or a trade secret;
any information would be of commercial value to a competitor of Style Air;
relates to Style Airs’ business and the Works,

but excluding:

information available to the public (other than through disclosure by the Client or by a person to whom the Client disclosed the Style Air (information); and
information which the Client lawfully possessed before obtaining it in connection with the Agreement.

“Agreement” means any contract or agreement, whether formal or informal, written, oral or partly written and partly oral, formed between the Client and Style Air, including but not limited to by way of the Client’s acceptance of a Proposal issued by Style Air.

“Client” means the individual, business, partnership or company entering into an Agreement with Style Air, and includes the Client’s successors and assigns.

“Commencement Date” means the date on which the Agreement is formed.

“Expenses” means all costs incurred by Style Air in connection with the provision of the Works to the Client.

“Goods” means any goods provided, or to be provided, by Style Air to the Client pursuant to an Agreement.

“Fee” means the fee specified for the Works as stated in the Proposal.

“Law” means an Act of Parliament, statute, regulation, proclamation, ordinance or by-law, including all statutes, regulations, proclamations, ordinances or by-laws amending, consolidating or replacing one or more of them.

“Notice” means a notice in accordance with clause 15.

“Party” means each party to an Agreement, including Style Air and the Client, and “Parties” has a corresponding meaning.

“Proposal” means a proposal or quote issued to the Client by Style Air for the Works.

“Product” means the equipment and/or services provided by Style Air.

“Residential Installations” means any installations of an air conditioning unit to a residential dwelling provided, or to be provided, by Style Air to the Client pursuant to an Agreement.

“Residential Service” means any service, maintenance, and repair to an air conditioning unit in a residential dwelling provided, or to be provided, by Style Air to the Client pursuant to an Agreement.

“Commercial Service” means any service, maintenance, and repair to any commercial business’s air conditioning units provided, or to be provided, by Style Air to the Client pursuant to an Agreement.

“Service” means any services provided, or to be provided, by Style Air to the Client pursuant to an Agreement, including, installations, repairing, servicing and maintenance of residential air conditioning units, and service and maintenance of air conditioning units for commercial businesses, for an agreed price and within a specified timeframe.

“Terms and Conditions” means the terms and conditions set out herein subject to any amendments expressly made by Style Air pursuant to clause 2.4.

“Works” means Goods and/or Services provided, or to be provided, by Style Air to the Client, namely, air conditioning units pursuant to the Agreement.

OPERATION AND APPLICATION

These Terms and Conditions apply in respect of all Agreements, offers to sell, Proposals, and other commercial transactions for the supply of Works by Style Air to the Client.

The Agreement between the Client and Style Air shall be upon these Terms and Conditions and shall be read in conjunction with these Terms and Conditions.

2.3 These Terms and Conditions shall operate to the exclusion of any terms and conditions to the contrary effect expressed in any of Style Air quotations or other communication or documentation and shall supersede all prior Agreements.

From time to time, Style Air may review and amend these Terms and Conditions of the Agreement and the Client shall be bound by any variation which shall apply to the supply of any Works following the effective date of the variation.

Unless stated otherwise on the Proposal, Style Airs’ written Proposals are valid for 14 days from the date of issue of the Proposal, and thereafter are subject to confirmation in writing by Style Air before acceptance.

THE WORKS

Style Air agrees to provide the Client with the Works subject to these Terms and Conditions.

Style Air shall upon completion of the works advise the Client of the date of commissioning which shall be prima facia evidence of the proper completion of works.

The Client must provide notice of any claim that the Works is not in accordance with what was ordered by the client, to Style Air, within 24 hours. If notice is not provided, then it is deemed the Works have been completed.

TERM OF THE AGREEMENT

The term of the Agreement commences on the Commencement Date and expires on the day that is 12 months after the Commencement Date, unless expressly agreed otherwise by the Parties in writing (“Term”).

The Parties may agree in writing to renew or extend the Term for a further period (“Extended Term”) and, if the Term is so renewed or extended:

Style Air may provide written notice to the Client of the Fee payable for the Extended Term, which need not be the same Fee prescribed in the Proposal and which the Client agrees to pay; and
The Extended Term will otherwise be on the Terms and Conditions herein.

PRICE AND PAYMENT

The Client shall pay the Fee to Style Air for the Works in accordance with these Terms and Conditions.

Prior to commencement of the Works, Style Air will provide a “Style Air Quote” which provides the estimated price of the Works.

Style Air will invoice the Client regularly, when appropriate, depending on the size of the work completed, or upon completion or issue of the report or documents (“Style Air Invoice”). The Style Air Invoice shall include the Fee for the Works, Expenses, and any taxes, credit card fees, freight, handling, delivery and insurance charges in respect of the Works.

For Residential Installations, the Client agrees to pay 50% of Style Air Quote, as an upfront deposit and to pay the remaining 50% of the Style Air Invoice upon completion of the Works.

For Residential Service, the Client agrees to pay each Style Air Invoice upon of completion of the Works.

For Commercial Service, the Client agrees to pay each Style Air Invoice upon completion of the Works.

The Client warrants that its nominated payment method has sufficient clear funds available to pay the Style Air Invoices.

Time of payment is of the essence of the Agreement.

The Client hereby acknowledges that it has no right to credit or a credit facility from Style Air and the granting of any credit or credit facility by Style Air in respect to the supply of the Products or services to the Purchaser will be at Style Air’s absolute discretion AND should credit or a credit facility be granted to the Client it will be on the terms and conditions set out in this Agreement.

All costs charges fees and duties payable in respect of any application for credit or credit facility or the provision of security will be the sole expense of the Client.

Style Air may vary the terms and conditions of any credit facility from time to time, or revoke that credit facility at any time, at Style Air’s absolute discretion. Any such variation or evocation will take effect from the date of the service of notice of such variation or revocation upon the Client.

In the case of a Cash On Delivery contract, Payment must be made on or prior to the commencement of the installation works.

In the case of a Cash On Delivery contract, Payment must be made on or prior to the commencement of the installation works.

COSTS RECOVERABLE

Should the Client default in the payment of any monies due under any Agreement, then all monies due to Style Air shall immediately become due and payable and shall be paid by the Client within 7 days of the date of demand.

Style Air shall be entitled to charge the Client interest calculated at 12% per annum, on the balance of all overdue accounts and invoices from the date of due payment until the date of actual payment. That interest may be compounded to the balance outstanding every 30 days.

The Client shall pay on an indemnity basis all expenses, costs and disbursements, including debt collection agency fees, commission and any fees paid to Style Air solicitors (on an indemnity basis) incurred by Style Air or its appointed agents in recovering payment of any outstanding monies, enforcing its rights under the Agreement, or in investigating or defending any action or threatened actions.

The Client hereby charges and mortgages in favour of Style Air to secure the repayment of any debt and any monies, which may become owed by the Client to Style Air hereunder and under any Agreement, all of the Client’s present and future estate and interest in all real property and personal property.

FORCE MAJEURE

Style Air will not be liable for any breach of the Agreement due to any matter or thing beyond Style Air control. Style Air is excused from performing any term, covenant or condition required by the Agreement during the time and to the extent that performance is prevented when such performance is prevented wholly or in part by circumstances beyond Style Air control.

WARRANTY

Style Air makes no express warranties to the Client including as to the condition, quality or suitability of the Works or the fitness of the Works for the Client’s purpose or use, except those expressly set out in the Agreement and these Terms and Conditions.

Style Air provides a warranty in respect of its installation work for 12 months from the date of completion of its installation work. Notwithstanding any provision in this Agreement to the contrary, all statutory or common law warranties of merchantability or fitness for purpose are hereby excluded to the maximum extent permitted by law. All Products are covered by the applicable manufacturer’s warranty only. The terms of any manufacturer’s warranty in respect of any item or Product the Client contemplates ordering from Style Air, can be supplied on request. The Client must deal directly with the manufacturer if it has any claims for faulty products.

Any time or date named and accepted by Style Air, including in the Proposal, for the provision of the Works is an estimate only and does not constitute a condition of the Agreement or part of the description of the Works and is not of the essence of the Agreement.

Style Air will not be liable in any circumstances for any loss or damage whatsoever allegedly incurred or arising out of any:

Conditions, warranties and terms implied by statute or general law or custom except any implied condition or warranty the exclusion of which would contravene any statute or cause this clause to be void;
Alleged liability to the Client in contract for consequential or indirect damages arising out of or in connection with the provision of the Works or the Agreement, even if Style Air knew they were possible or they were otherwise unforeseeable; and
Claims by the Client in negligence for acts or omissions of Style Air or its employees, agents, or contractors arising out of or in connection with the Agreement.

The Parties acknowledge and agree that:

any prior representations, agreements and arrangements, including representations as to the suitability of the Works;
any descriptions, illustrations and material contained in any advertisement, website, catalogue, price list or brochure; and
all express and implied warranties, guarantees and conditions under statute or general law as to merchantability, description, quality, suitability or fitness of the Works for any purpose or otherwise, except any implied condition or warranty the exclusion of which would contravene any statute or cause this clause to be void;

are expressly excluded from, and do not form part of, the Agreement unless specifically stated in the Agreement to the contrary.

If any part of clause 8, 9 or 10 herein is held by a court to be unlawful, invalid or unenforceable for any reason, the Client agrees that Style Air total liability to the Client for any loss or damage suffered by the Client in relation to the Works or the Agreement is limited to a refund of the relevant Fee for the Works.

THE CLIENT’S WARRANTIES

The Client warrants that it has not relied upon any statement, representation, warranty, guarantee, condition, advice, recommendation, information, assistance or service provided or given by Style Air or anyone on its behalf in respect of the Works, other than those that are expressly contained in the Agreement.

The Client accepts sole responsibility for any act, omission, or decision by the Client or a third party as a result of, in reliance upon, or in connection with:

the Services or Goods;
any verbal or written findings, modelling, report, conclusions, recommendations, or advice provided by Style Air.

The Client warrants that:

it has, or will promptly upon request, provide Style Air with all information necessary or requested by Style Air to carry out the Works;
any figures, financial data or other information provided by the Client to Style Air for the purposes of Style Air carrying out the Works (“Supplied Information”) is true and accurate.

Style Air may provide the Client with findings, reports, advice, announcements, conclusions, presentations, recommendations or other documents (“Style Air Documents”) for the Client’s review and approval. The Client acknowledges, warrants and agrees that:

The Client is solely responsible for reviewing the Style Air Documents; and
the Client must notify Style Air of the Client’s approval of the Style Air Documents as soon as practicable following provision of the Style Air Documents to the Client, unless any information in the Style Air Documents is not true or accurate, in which case the Client must comply with clause 9.4.3; and
if any information in the Style Air Documents is not true or accurate, the Client shall immediately notify Style Air.

The Client acknowledges and agrees that:

the Works are based on the Supplied Information;
Style Air shall not be liable for any mistake or error occurring as a result of incorrect, inaccurate or false Supplied Information; and
Style Air shall not be liable for any mistake or error occurring in a Style Air Document approved by the Client pursuant to clause 9.4.

If the Client breaches clauses 9.3 or 9.4 herein, or otherwise provides incorrect, inaccurate or false Supplied Information to Style Air:

Style Air shall not be liable to the Client or any other party for any error, cost, loss, damage, liability, penalty, fine or expense caused or contributed to by the Client’s breach of clauses 9.3 or 9.4 herein or by incorrect, inaccurate or false Supplied Information; and
the Client hereby releases and indemnifies and agrees to keep Style Air indemnified from any and all costs (including all legal fees and costs) and any other legal or other expenses incurred by it in investigating or defending any action or threatened actions (on an indemnity basis), damages, liabilities, penalties, fines, expenses or losses caused or contributed to by the Client’s breach of clauses 9.3 or 9.4 herein or by incorrect, inaccurate or false Supplied Information.

The Client accepts sole responsibility for any act, omission, or decision by the Client or a third party as a result of, in reliance upon, or in connection with the Works or the Style Air Documents where the Client has made changes/amendments to the Style Air Documents or the Works after the provision of the relevant Style Air Documents or the Works by Style Air

LIABILITY AND INDEMNITY

Style Air shall not be liable to the Client or any other party in contract, tort, warranty, strict liability, or any other legal theory for any indirect, consequential, incidental, punitive or exemplary damages, or for any claim for loss of profits, and the Client agrees that Style Air may plead these Terms and Conditions as a bar to any such claims whether they arise at law, in equity, under any statute, regulation, or other legislative instrument, or under any contract, deed, or any other instrument made or approved under any law.

The Client hereby releases and indemnifies and agrees to keep indemnified from any and all costs (including all legal fees and costs) and other legal or other expenses incurred by it in investigating or defending any action or threatened actions (on an indemnity basis), damages, liabilities, penalties, fines, expenses or losses including indirect, incidental, consequential, punitive or exemplary loss or damage (including but not limited to loss of profit), whether resulting from breach of contract, tort, warranty, strict liability, statute or any other legal theory or otherwise that Style Air may incur in relation to the Client or any third party, including where the cost, damage, liability, penalty, fine, expense or loss is caused by or contributed to by Style Air in any way or for any reason whatsoever.

Without limiting any other provision of these Terms and Conditions, the Client agrees that Style Air is not liable for failing to make a finding, reach a conclusion, or provide recommendations or advice in respect of any matter that arises or is discovered after the Works are provided.

VARIATIONS

Any variation to the Works or the Agreement must be agreed to via exchange or emails or in writing and signed by a representative of Style Air and the Client, confirming the:

precise scope of the variation; and
any change to the Fee as a result of the variation.

The Client agrees that Style Air may revise and amend the Fee if there are any such variations.

RETENTION OF TITLE

12.1 The parties agree that the title to the Works and/or Service supplied by Style Air shall not pass to the Client until payment for those items and any associated labour has been received in full by Style Air.

12.2 Where any part of the purchase price for the Works and/or Service supplied by Style Air remains owing, Style Air shall retain legal title to all Works and/or Services supplied and not yet used or resold in the ordinary course of business and Style Air will hold a security interest in the Product.

12.3 When such Works and/or Service are used, even with loss of identity, the legal title to the resultant products shall vest in Style Air. The proceeds of sale of the Works and/or Services or resultant products shall be received by the Client as agent of Style Air and such proceeds are to be kept in a separate account or are to be accounted for on demand.

12.4 Prior to payment being received in full by Style Air, the Client will take custody of the Works and/or Service and retain them as the fiduciary agent and bailee of Style Air.

12.5 Style Air is irrevocably authorised by the Client to enter, at any time, onto any premises that the Client has possession of or is entitled to grant access to, for the purpose of:

reclaiming possession of any Product supplied by Style Air; and/or, at Style Air’s discretion.

temporarily or permanently decommissioning the Product where that Product or any other Product has not been paid for in accordance with this Agreement.

12.6 Any costs incurred by Style Air in reclaiming or decommissioning any Product, including the costs of making good any damage to third party property in reclaiming the Product, are to be costs indemnified to Style Air by the Client and are recoverable as allowed for in the terms and conditions as part of the purchase price of the Product.

12.7 The Client agrees to indemnify Style Air against any claim, action, damage, loss, liability, cost, charge, expense, outgoing or payment which Style Air suffers, incurs or is liable to pay in respect of Style Air ’ exercise of its rights under this clause 12.

CONFIDENTIAL INFORMATION

The Client acknowledges and agrees that the Works and the Style Air Documents are confidential. The Client acknowledges and agrees that the Client must not disclose any Style Air Documents or any verbal or written findings, modelling, reports, conclusions, recommendations or advice provided by Style Air to any third party except in any of the following circumstances:

where disclosure is with the prior written consent of Style Air and after any reasonable conditions of Style Air ’ consent has been satisfied; or
where disclosure is required to give effect to, or enforce, an Agreement entered into by the Parties; or
where the Client is legally compelled by law to give such disclosure.

Without limiting the generality of clause 13.1, all documentation that Style Air provides to the Client in carrying out the Works shall remain the property of Style Air and must not be retained, modified, or distributed to any third party by the Client, unless Style Air provides its express prior written consent.

In clause 13.4 below:

the Client has marked ‘confidential’;
would be of commercial value to a competitor of the Client; or
relates to customers of the Client,

but excluding:

information available to the public (other than through disclosure by Style Air ); and
information which Style Air lawfully possessed before obtaining it in connection with the Agreement.

Style Air acknowledges and agrees that it must not disclose any of the Client’s Confidential Information to any third party except in any of the following circumstances:

where disclosure is with the prior written consent of the Client;
where disclosure is necessary or required for Style Air to carry out the Works under the Agreement;
where disclosure is required to give effect to, or enforce, an Agreement entered into by the Parties;
where the Client’s Confidential Information is generally available in the public domain, except where that is the result of disclosure in breach of this clause; or
where Style Air is legally compelled by law to give such disclosure.

TERMINATION

This Agreement may be terminated at any time during the Term or Extended Term by either Party giving at least 5 business days’ written notice to the other Party.

If the Client defaults in the due and punctual observance of all or any of its obligations, warranties or covenants under the Agreement or these Terms and Conditions, dies, commits an act of bankruptcy, takes or shall have taken against it any action for its winding up, is placed under official management, administration or receivership, then Style Air may without prejudice to any other right or remedies it has:

treat as discharged all or any obligation arising from any Agreement;
retain any security given or monies paid by the Client and apply this in reduction of any sum of money owed or owing by the Client to Style Air ; and
take such steps as Style Air may deem necessary in its sole discretion to mitigate its damages suffered, including but not limited to initiating legal proceedings in a court of competent jurisdiction.

In addition to any other rights under the Agreement, Style Air may terminate the Agreement by notice in writing to the Client immediately upon any one of the following events:

Any deliberate and substantial prevention of or interference with the provision of the Works or progress thereof caused by the Client whether directly or indirectly;
Substantial interference with the Works by any cause beyond the control of Style Air including (but without limiting in any way the generality thereof) the occurrence of any: natural events/disasters, supply chain issues, rioting, pandemic, civil commotion or industrial action;
Any substantial breach of the Agreement or these Terms and Conditions by the Client;
If the Client shall make any assignment for the benefit of or enter into any arrangement or composition with its creditors or go into liquidation (whether voluntary or compulsory except for the purpose of reconstruction or amalgamation) or have a receiver appointed or commit an act of bankruptcy or if a sequestration order is made against the Client’s estate; or
Any failure by the Client to pay a Style Air Invoice in accordance with clause 5 herein.

If the Agreement is terminated:

the Client shall pay Style Air for all Goods and/or Services provided by Style Air , all work done by Style Air , all Expenses, and all goods or materials used or procured by Style Air and properly chargeable to the date of termination; and
Style Air may retain any security given or monies paid by the Client and apply this in reduction of any sum of money owed or owing by the Client to Style Air .

NOTICES

A party must give any notice required under these Terms and Conditions or the Agreement in accordance with this clause 15.

A notice must be served at the address or electronic mail address of the party set out in the Agreement.

A party may deliver a notice by hand, post, or by electronic mail.

If before 4:00pm local time in the place of delivery, a party delivers a notice by hand or by electronic mail and the sending party completes the transmission the notice will be taken to be given on the day of delivery or transmission, and in any other case on the next day. If the party gives notice by post the notice will be taken as given on the 7th day in the place of delivery after the notice is posted.

A party may give notice of another address (within Australia) or an electronic mail address for service to the other party, and the new address or the electronic mail address will be the address for service of the party under this clause 15.

INTELLECTUAL PROPERTY

In this clause 16:

Style Air Intellectual Property” means all intellectual property of Style Air including but not limited to Style Air ’ patents, copyright, designs, trademarks, logos, know-how and Style Air Documents used or developed by Style Air in relation to the Works.

The Client acknowledges and agrees that, unless expressly agreed in writing between Style Air and the Client:

rights in and relating to the Style Air Intellectual Property are and remain the property, and under the control, of Style Air ; and
the Client does not acquire any right, title or interest in any of Style Air ’ Intellectual Property.

MISCELLANEOUS

Style Air may assign, sub-contract or sub-let the whole or any part of the Works or Style Air ’ obligations under an Agreement, without seeking the consent of the Client.

The Client may not assign, sub-contract or sub-let any part of the Works, or any of its rights, liabilities, or obligations under any Agreement, without the prior written consent of Style Air .

The Client agrees that Style Air may use the Client’s name in its advertising, marketing and/or promotional materials.

The covenants, agreements and obligations contained in any Agreement and these Terms and Conditions will not merge or terminate upon the repudiation or termination of the Agreement and to the extent that they have not been fulfilled or satisfied or are continuing obligations they will remain in force and effect.

Any waiver by Style Air must be in writing signed by Style Air . Failure by Style Air to enforce any right or remedy is not a waiver of any right or remedy, or a waiver in respect of a continuing breach.

If any provision contained in these Terms and Conditions is held by a court to be unlawful, invalid or unenforceable, the validity and enforceability of the remaining provisions in these Terms and Conditions are not affected.

These Terms and Conditions and the Agreement are governed and are to be construed in accordance with the laws in force in the State of Western Australia.

These Terms and Conditions and the Agreement are subject to the exclusive jurisdiction of the Courts of Western Australia.

In this document, unless context requires otherwise:

the singular includes the plural and vice versa;
a reference to an individual or person includes a corporation, partnership, joint venture, association, authority, trust, state or government and vice versa;
a reference to any gender includes all genders;
a reference to a recital, clause or schedule is to a recital, clause or schedule of or to these Terms and Conditions;
a reference to any agreement or document is to that agreement or document (and, where applicable, any of its provisions) as amended, novated, restated or replaced from time to time;
a reference to a statute, regulation, proclamation, ordinance or by-law includes all statutes, regulations, proclamations, ordinances or by-laws amending, consolidating or replacing it, and a reference to a statute includes all regulations, proclamations, ordinances and by-laws issued under that statute;
a reference to a body, other than a Party to the Agreement (including, without limitation, an institute, association or authority), whether statutory or not:
1. which ceases to exist; or
2. whose powers or functions are transferred to another body,

is a reference to the body which replaces it or which substantially succeeds to its powers or functions;

If a party comprises two or more persons, the covenants and Agreements on their part bind and shall be observed and performed by them jointly and each of them severally and may be enforced against any one or any two or more of them;
A reference to a party includes its executors, administrators, successors and permitted assigns;
No provision of these Terms and Conditions will be construed adversely to a Party solely on the ground that the Party was responsible for the preparation of these Terms and Conditions or that provision;
Where an expression is defined, another part of speech or grammatical form of that expression has a corresponding meaning;
All references to A$, $, dollar, or to currency are references to Australian dollars;
"Including" and similar expressions are not and must not be treated as words of limitation; and
Headings are for ease of reference only and do not affect the meaning of these Terms and Conditions.

RECEIPT AND ADVICE

The Client hereby acknowledges receipt of these Terms and Conditions and agrees to be bound by them. The Client accepts these Terms and Conditions in acknowledgement that they are legally binding and presently enforceable. The Client further acknowledges that it has had the opportunity of obtaining independent legal advice and that the Client understands the Terms and Conditions outlined above.

call for a quote: 08 9332 7007

Style Air Pty Ltd Terms & Conditions