Terms and Conditions

(a) In consideration for the payment of the fees set out in the Client Form (Fees), SCP will provide the Client with services set out in a Client Form (Services) and/or goods set out in a Client Form (Products).

(b) Where context permits, the terms 'Products' and 'Services' shall be interchangeable when used in this Agreement.

(c) Unless otherwise agreed, SCP may, in its discretion:

(i) not commence work on any Services until the Client has paid any Fees or deposit payable in respect of such Services; and

(ii) withhold delivery of any Products or Services until the Client has paid an invoice in respect of such Products or Services.

(d) (Exclusivity) The Client agrees and warrants that:

(i) the Client appoints SCP to provide the Services on an exclusive basis for the period of SCP providing those Services (Project Period);

(ii) the Client may not make the same or similar arrangements with any other third party; and

(iii) the Client must not allow any third party to perform services that are the same or similar to the Services, in relation to the Client’s business, during the Project Period 

(a) (General) The Client must provide SCP with all documentation, information and assistance reasonably required for SCP to perform the Services or provide the Products.

(b) (Liaison) The Client agrees to liaise with SCP as it reasonably requests for the purpose of enabling SCP to provide Products or Services.

(c) (Ownership) The Client warrants that it is the owner of any premises that it requests SCP to provide Services, or install Products, in relation to (Installation Site) or that the Client has obtained authority from the owner/s of the Installation Site for the Services to be performed and the Products to be delivered on the Installation Site.

(d) (Capacity) The Client warrants that it has full authority to enter into this Agreement and grant the rights and licences within it, and comply with the obligations within it.

(e) (Permits) The Client warrants that they hold valid licences or are otherwise permitted to own and use the Products, and to have the Products installed at the Installation Site (Permits). SCP reserves the right to request proof of such Permits, cancel any Client Form in the absence of such Permits and charge administration fees if orders are placed for Products where the Client does not hold such Permits.

(f) (Laws) The Client agrees that it will not, by receiving or requesting the Products or Services:

(i) breach any applicable laws, rules or regulations (including any applicable privacy laws); or

(ii) infringe the intellectual property rights or other rights of any third party or breach any duty of confidentiality. 

(a) (Blocked Discharge Lines) The Client acknowledges and agrees that blocked discharge lines in or near the Installation Site may affect SCP’s ability to complete the Services or install Products on the basis of a Client Form, and that SCP may charge additional fees in such cases (as reasonably determined by SCP).

(b) (Electrical Cables) The Client acknowledges and agrees that if any electrical cables at the Installation Site may affect SCP’s ability to complete the Services or install Products on the basis of a Client Form (including if such cables are stuck, the wrong size, or do not conduct electricity as required), and SCP may charge additional fees in such cases (as reasonably determined by SCP).

(c) (Notices) Where any plumbing notices are required to be lodged for the Services with a relevant authority, this will be the responsibility of the Client, unless otherwise agreed in writing. If it is agreed in writing that SCP will lodge these notices, the Client must pay all amounts payable in relation to such lodgment (including any fees charged by the relevant authority) to SCP, on or before the due date for the relevant Fees for those Services.

(a) The Client must ensure that SCP always has clear and free access to the Installation Site to enable the provision of Services, including by providing SCP with the relevant keys. SCP will not be liable for any loss or damage to the Installation Site (including, without limitation, damage to pathways, driveways and concreted or paved or grassed areas) unless due to the negligence of SCP.

(b) It is the responsibility of the Client to ensure that access is suitable to accept the weight of laden trucks. The Client agrees to indemnify SCP against all costs incurred by SCP in recovering such vehicles in the event they become bogged or otherwise immovable.



(c) The Client must ensure that SCP has access to reasonably accessible 240 or 415 volt power outlets at the Installation Site, for the duration of the Services and the installation of any Products.

(a) The Client must allow SCP access to any premises, or required areas of any premises (Premises) to allow Company to provide the Services, including the Installation Site. This may include the removal of any structure, fittings or fixtures.

(b) The Client must obtain any necessary authority or approval (including strata or building management approval if applicable) so that SCP can carry out the Services.

(c) The Client must conduct or facilitate any inductions, training or supervision or other requirements of the Premises including anything referred to in Special Conditions of the Client Form, so that SCP has full access to carry out the Services.

(d) Where SCP is unable to gain access to the Premises due to the Client’s non-compliance with this clause 4.3, omission, fault or otherwise, it is the Client’s responsibility to reschedule any Services and SCP reserves the right to claim any expenses including travel and lost income and to charge this to the Client.



(e) The Client warrants that the Premises are safe for SCP and its personnel to enter and perform the Services including, where applicable, complying with any relevant occupational health and safety legislation and requirements.

(a) Prior to SCP commencing any work in relation of underground locations, the Client must advise SCP of the precise location of all underground services on the site and clearly mark these. The Client must identify electrical services, gas services, sewer services, pumping services, sewer connections, sewer sludge mains, water mains, irrigation pipes, Telstra cables, fibre optic cables, oil pumping mains, and any other services that may be on a Premises.

(b) SCP may test the atmosphere in any underground locations, and may charge additional fees (as reasonably determined by SCP) if such tests show that the oxygen levels will affect SCP’s ability to complete the Services or install the Products( as reasonably determined by SCP). SCP may also decline to perform any work if it deems that any oxygen levels at the Installation Site are inappropriate.

(c) SCP will take all care to avoid damage to any underground services. The Client agrees to indemnify SCP in respect of all and any liability claims, loss, damage, costs and fines as a result of damage to services not precisely located and notified to SCP by the Client. 



(a) SCP will rely on the accuracy of any plans, specifications and other information the Client provides. The Client acknowledges and agrees that if any of this information is inaccurate, SCP accepts no responsibility for any loss, damages, or costs arising in relation to any such inaccurate plans, specifications or other information provided by the Client.

(b) Where the Client provides SCP with any measurements, or quantities of Products or other materials, required to complete the Services, it is the Client’s responsibility to verify the accuracy of these measurements and quantities, before the Client or SCP places an order based on these measurements and quantities. SCP accepts no responsibility for any loss, damages, or costs, however resulting from the Client’s failure to comply with this clause. 



The Client acknowledges and agrees that:

(a) any information provided to the Client as part of or in connection with the Services is general in nature and may not be suitable for the Client's circumstances; and

(b) it is the Client’s responsibility to comply with applicable regulations relevant to the Client’s business, including industrial relations laws and privacy laws. 



If the Client does not comply with any part of this clause 4, this will be considered a Change in accordance with clause 14, and the Client will be required to pay additional service fees, reasonably determined by SCP in accordance with that clause.



If in performing the Services, SCP is required to use any materials and/or goods supplied by the Client:

(a) the Client accepts the risk of defects or deficiencies in such goods and/or materials;

(b) SCP will not be required to investigate the suitability, quality or fitness for purpose of existing or proposed materials and/or goods;

(c) the Client will be required to pay the Additional Work Rate set out in the Client Form if it requests that SCP correct any defects or issues with such materials and/or goods (and if no Additional Work Rate is set out in the Client Form, then the Client must pay an hourly rate reasonably determined by SCP). 

(a) (Work times) The Client acknowledges and agrees that SCP will only provide Services between 9am and 5pm on weekdays (Work Hours).

(b) (After Hours) If the Client requires Services to be performed outside the Work Hours, including where the Client fails to make the Installation Site available during Work Hours, the Client will be required to pay the After Hours Rate specified in the Client Form (and if no After Hours Rate is set out in the Client Form, then the Client must pay an hourly rate reasonably determined by SCP).

(c) (Additional Work) If the Client requires any services additional to those agreed in the Client Form, that work will be performed at the Additional Work Rate set out in the Client Form (and if no Additional Work Rate is set out in the Client Form, then the Client must pay an hourly rate reasonably determined by SCP).

The Client must pay to SCP fees in the amounts and at the times set out in the Client Form or as otherwise agreed in writing.

Unless otherwise agreed in the Client Form:

(a) if SCP issues an invoice to the Client, payment must be made by the time(s) specified in such invoice; and

(b) in all other circumstances, the Client must pay for all goods and services within 2 weeks of receiving an invoice for amounts payable.



The Client must pay Fees using the fee payment method specified in the Client Form or, if not payment method is set out in the Client Form, in the manner reasonably determined and notified by SCP.



Unless otherwise agreed in writing:

(a) the Client will bear all electricity charges and other services charges in relation to the operation of equipment in relation to the Services at the Installation Site on the Installation Date;

(b) the Client will bear all travel, accommodation and related expenses reasonably incurred by SCP in connection with a Client Form; and

(c) any third party costs incurred by SCP in the course of performing the Services may be billed to the Client, unless specifically otherwise provided for in the Client Form. 

Unless otherwise indicated, amounts stated in a Client Form do not include GST. In relation to any GST payable for a taxable supply by SCP, the Client must pay the GST subject to SCP providing a tax invoice.



SCP reserves the right to charge credit card surcharges in the event payments are made using a credit, debit or charge card (including Visa, MasterCard, American Express or Diners Club).



If the Client does not pay an amount due under this Agreement on or before the date that it is due:



(a) the Client must pay SCP interest at the rate of 20% per annum on the amount due, calculated daily;

(b) SCP may seek to recover the amount due by referring the matter to debt collectors;

(c) the Client must reimburse SCP for any costs it incurs, including any legal costs, in recovering the amount due or enforcing any of its rights under these terms; and

(d) the Client authorises SCP, its employees and agents to enter any premises occupied by you or any other place where Products are located and use reasonable force to retake possession of the Products without liability for trespass or any reasonable damage.

(a) The Client acknowledges that despite SCP’s reasonable precautions, Products may be listed at an incorrect price, or with incorrect availability and/or other information, due to typographical errors and/or oversight. In such circumstances, SCP reserves the right to substitute the Products with a comparative product, if agreed by the Client or cancel Client Form, even if the Client Form has been paid for and previously accepted by SCP.



(b) If SCP cancels a Client Form in accordance with 8(a), SCP will, as soon as practicable, contact the Client and issue a refund for any payment the Client has made for the cancelled order.

(c) SCP will endeavour to make any refund under this clause using the same payment method as the payment method used by the Client during the original purchase, however may vary this method at its discretion. 

SCP endeavours to ensure that the descriptions and specifications in relation to the Products on its website or in catalogues are accurate. However, photographs, drawings, illustrations, weights, dimensions and any other particulars accompanying, associated with or given in a quotation, descriptive literature or a catalogue are based on information provided by manufacturers and suppliers and, as such, SCP does not guarantee that those descriptions and specification are accurate or free from errors or omissions. SCP reserves the right to make any necessary corrections to the descriptions or specifications without notice. Nothing in this clause 9 is intended to limit the operation of the Australian Consumer Law contained in the Competition and Consumer Act 2010 (Cth) (ACL).



SCP will be entitled to change the Installation Date:

(a) by giving the Client 7 days’ notice; or

(b) on the date of the installation, if weather conditions, lack of access or other circumstances beyond SCP’s control, do not permit the Services to be carried out.



On the Installation Date, the Client must:

(a) be present at the Installation Site and, if reasonably requested by SCP, remain there while the installation is being carried out;

(b) provide reasonable assistance to SCP’s personnel;

(c) provide access to all personnel, equipment and vehicles reasonably required to carry out the installation;

(d) ensure that the Installation Site is clean and ready for SCP to carry out the Services; and

(e) if the Client is not at the Installation Site on the Installation Date and/or the Installation Site is not clean and ready, SCP will be entitled to charge the Client a call-out fee for each member of SCP’s personnel who were booked to attend the Installation Site.



(a) The Client acknowledges the installation might occasion minor damage to the Installation Site. Where such damage occurs, SCP will use its best endeavours to repair the damage however will not be liable for any minor damage or for damage arising out of any pre-existing conditions of the Installation Site, or any damage arising in connection with an instruction from the Client, or the Client’s failure to warn SCP about a feature of, or a risk at, the Installation Site.

(b) Where the Client incurs costs repairing any damage to the Installation Site occasioned during the installation, whether by employing third parties to conduct repairs or otherwise, SCP will not be liable for such costs, unless SCP agrees to remedy such damage in advance in writing.



Unless otherwise agreed in writing:

(a) the Client will bear all electricity charges and other services charges in relation to the operation of equipment in relation to the Services at the Installation Site on the Installation Date;

(b) the Client will bear all travel, accommodation and related expenses reasonably incurred by SCP in connection with a Client Form; and

(c) any third party costs incurred by SCP in the course of performing the Services may be billed to the Client, unless specifically otherwise provided for in the Client Form. 

(a) Until the price of Products is paid in full, title in those Products is retained by SCP.

(b) Risk in the Products will pass to the Client on delivery or on completion of purchase.

(c) If the Client fails to take the Products after the relevant purchase has been completed, SCP may, at its option, keep or resell the Products provided that SCP provides the Client with a full refund (excluding any credit card surcharges or other transaction fees).

(d) If the Client does not pay for any Products on the due date for payment, the Client authorises SCP, its employees and agents to enter any premises occupied by you or any other place where the Products are located and use reasonable force to retake possession of the Products without liability for trespass or damage.

(e) SCP may at its option keep or resell Products retaken from the Client under this clause 11.



(f) If the Client sells Products or sells items into which Products are incorporated before payment in full to SCP, the Client acknowledges that such sale is made by the Client as bailee for and on behalf of SCP, to hold the proceeds of sale on trust for SCP, in an account in the name of SCP, and must pay that amount to SCP on demand.

(a) Unless otherwise indicated, amounts stated in Client Forms, on SCP’s website or in stores, do not include delivery costs.

(b) For Products to be delivered, SCP will charge the Client for delivery (notwithstanding that it may not have previously done so).

(c) Delivery is to the delivery point specifically accepted by SCP.

(d) If SCP is unable to complete the delivery within the agreed time schedule due to the Client’s absence or other fault of the Client, the Client will be liable for all charges and costs incurred, including but not limited to warehousing, transportation and redelivery.

(e) If the Client organises delivery independently of SCP, SCP shall not be held liable for non-delivery, lateness of delivery or loss or damage of Products during transit.

(f) SCP may, at its discretion, deliver the Products to the Client in any number of instalments.



Unless SCP is delivering the Products, SCP shall not be liable for loss of or damage to Products in transit and the Client must make all claims for such loss or damage against the carrier. SCP encourages the Client to take out insurance to protect itself for loss of, or damage to, Products in transit.



Where the Client considers that any Products provided by SCP are defective, the Client must, within a reasonable time of receiving the Products, inform SCP of that fact in writing.



Where Products are the subject of a notice under clause 13.1:

(a) the Client must, at SCP’s option:

(i) leave the Products in the state and condition in which they were delivered until such time as SCP or its duly authorised agent has inspected the Products; or

(ii) send SCP photographs, descriptions or other material evidencing the defects in the Products at the contact email address set out in the Client Form;

(b) SCP will inspect the Products and/or evidence of defects in the Products within a reasonable time after notification by the Client; and

(c) if paragraph 13.2(a) is not complied with, the Client will be taken to have accepted the Products and SCP will be entitled to the price for the Products set out in any Client Form.

SCP reserves the right to charge the Client a call out fee, if upon inspection of the Products in accordance with clause 13.2(a)(i), SCP determines that the Products are not defective in accordance with clause 13.5.



Subject to clause 18, if, upon inspection, in the reasonable opinion of SCP:

(a) the Products are defective; and

(b) the Products were not damaged by the Client and/or the Client did not fail to take reasonable steps to prevent the Products from becoming damaged; or

(c) the Products are otherwise not in conformity with the Client Form, then at the discretion of the Client, SCP will:

(i) replace the Products or supply the equivalent of the Products;

(ii) repair the Products;

(iii) pay the Client the cost of replacing the Products or acquiring equivalent Products; or

(iv) pay the Client the cost of having the Products repaired.



Subject to clause 18, if, upon inspection, in the reasonable opinion of SCP:

(a) the Products are defective; and

(b) the Products were not damaged by the Client and/or the Client did not fail to take reasonable steps to prevent the Products from becoming damaged; or

(c) the Products are otherwise not in conformity with the Client Form, then at the discretion of the Client, SCP will:

(i) replace the Products or supply the equivalent of the Products;

(ii) repair the Products;

(iii) pay the Client the cost of replacing the Products or acquiring equivalent Products; or

(iv) pay the Client the cost of having the Products repaired.



Except where notice has been given in accordance with clause 13.1, acceptance of the Products is deemed for all purposes to have taken place:

(a) when the Client makes known to SCP that it has accepted the Products;

(b) when the Client, after delivery of the Products, does any act in relation to them which is inconsistent with SCP’s ownership of the Products; or



(c) upon the expiry of 7 days from the date of delivery, whichever first occurs.

Products that have been subject to regular wear and tear will not be considered to be defective.



(a) The Client must pay additional service fees reasonably determined by SCP for changes to Services requested by the Client which are outside the scope set out in the relevant Client Form (Changes).

(b) Unless otherwise agreed in writing, SCP may at its discretion extend or modify any delivery schedule or deadlines for the Services as may be reasonably required by such Changes. 

Unless otherwise agreed in writing:

(a) all displays or publications of any deliverables provided to the Client as part of the Services (Deliverables) must, if requested by SCP, bear an accreditation and/or a copyright notice including SCP's name in the form, size and location as directed by SCP; and

(b) SCP retains the right to describe the Services and reproduce, publish and display the Deliverables in SCP's portfolios and websites for the purposes of recognition or professional advancement, and to be credited with authorship of the Services and Deliverables in connection with such uses.

(a) Any Service that requires SCP to acquire goods and services supplied by a third party on behalf of the Client may be subject to the terms & conditions of that third party (Third Party Terms), including 'no refund' policies.

(b) The Client agrees to familiarise themselves with any Third Party Terms applicable to any such goods and services supplied and, by instructing SCP to acquire the goods or services on the Client’s behalf, the Client will be taken to have agreed to such Third Party Terms.

(a) Except as contemplated by this Agreement, each party must not, and must not permit any of its officers, employees, agents, contractors or related companies to, use or disclose to any person any confidential information disclosed to it by the other party without its prior written consent.

(b) This clause 17 does not apply to:

(i) information which is generally available to the public (other than as a result of a breach of this Agreement or another obligation of confidence);

(ii) information required to be disclosed by any law; or

(iii) information disclosed by SCP to its subcontractors, employees or agents for the purposes of performing the Services or its obligations under this Agreement.



(a) To the maximum extent permitted by applicable law, all express or implied representations and warranties not expressly stated in this Agreement or a Client Form are excluded.

(b) Nothing in this agreement is intended to limit the operation of the Australian Consumer Law contained in the Competition and Consumer Act 2010 (Cth) (ACL). Under the ACL, the Client may be entitled to certain remedies (like a refund, replacement or repair) if there is a failure with the goods or services provided.

(c) To the extent that SCP provides any express warranties from time to time in relation to Products or Services, those warranties will be voided immediately if the Client, its personnel, any third party tradesperson or third party service provider is permitted to repair the Products or Services.

(a) (Limitation of liability) To the maximum extent permitted by applicable law, the maximum aggregate liability of SCP to the Client in respect of loss or damage sustained by the Client under or in connection with this Agreement is limited to the total Fees paid to SCP by the Client as at the date of the first event giving rise to the relevant liability.

(b) (Indemnity) The Client agrees at all times to indemnify and hold harmless SCP and its officers, employees and agents ("those indemnified") from and against any loss (including reasonable legal costs) or liability incurred or suffered by any of those indemnified where such loss or liability was caused or contributed to by the Client or the Client's officers’, employees’ or agents’:

(i) breach of any term of this agreement; or

(ii) negligent, fraudulent or criminal act or omission.

(c) (Consequential loss) SCP will not be liable for any incidental, special or consequential loss or damages, or damages for loss of data, business or business opportunity, goodwill, anticipated savings, profits or revenue arising under or in connection with this agreement or any goods or services provided by SCP, except to the extent this liability cannot be excluded under the Competition and Consumer Act 2010 (Cth) or any other applicable law.



SCP may subcontract any aspect of providing the Services and the Client hereby consents to such subcontracting. 

SCP may terminate this Agreement for convenience at any time by providing 1 month’s written notice to the Client.



Either party (Non-Defaulting Party) may terminate this Agreement immediately by written notice to the other party (Defaulting Party) if the Defaulting Party is in breach of this Agreement and either:

(a) fails to remedy such breach within 14 days of receiving notice from the Non-Defaulting Party requiring it to remedy such breach; or

(b) that breach is not capable of remedy. 

Upon termination of this Agreement:



(a) SCP will refund any amounts paid by the Client for goods or services not provided as at the date of termination;

(b) the Client must pay all amounts owed for goods or services already provided as at the date of termination;

(c) each party must return all property of other parties to those respective parties;

(d) each party must immediately return to each other party, or (if requested by that party) destroy, any documents in its possession or control containing Confidential Information of the other party; and

(e) no rights, liabilities or remedies of any party will be invalidated by the termination. 

Any clause that by its nature would reasonably be expected to be performed after the termination or expiry of this Agreement will survive and be enforceable after such termination or expiry.



(a) The parties must, without delay and in good faith, attempt to resolve any dispute which arises out of or in connection with this Agreement prior to commencing any proceedings.

(b) If a party requires resolution of a dispute it must immediately submit full details of the dispute to the chief executive officer of the other party or, if the party is an individual, that individual.

(c) The parties acknowledge that compliance with this clause 22 is a condition precedent to any entitlement to claim relief or remedy, whether by way of proceedings in a court of law or otherwise in respect of such disputes, except:

(i) in the case of applications for urgent interlocutory relief; or

(ii) a breach by another party of this clause 22. 

(a) If a party becomes unable, wholly or in part, to carry out an obligation under this Agreement (other than an obligation to pay money) due to an event beyond its reasonable control (including any decision of a government authority in relation to COVID-19, or any threat of COVID-19 that could arise in relation to performing the Services) (Force Majeure), that party must give to the other party prompt written notice of: 

(i) reasonable details of the Force Majeure; and

(ii) so far as is known, the probable extent to which that party will be unable to perform or be delayed in performing its obligation.

(b) Subject to compliance with clause 23(a), the relevant obligation will be suspended during the Force Majeure to the extent that it is affected by the Force Majeure.

(c) The affected party must use its best endeavours to overcome or remove the Force Majeure as quickly as possible. 

(a) A notice or other communication to a party under this agreement must be:

(i) in writing and in English; and

(ii) delivered via email to the other party, to the email address specified in this agreement, or if no email address is specified in this agreement, then the email address most regularly used by the parties to correspond regarding the subject matter of this agreement as at the date of this agreement (Email Address). The parties may update their Email Address by notice to the other party.

(b) Unless the party sending the notice knows or reasonably ought to suspect that an email was not delivered to the other party's Email Address, notice will be taken to be given:

(i) 24 hours after the email was sent; or

(ii) when replied to by the other party,

whichever is earlier. 

This Agreement is governed by the law applying in New South Wales, Australia. 

Each party irrevocably submits to the exclusive jurisdiction of the courts of New South Wales, Australia, Australia and courts of appeal from them in respect of any proceedings arising out of or in connection with this Agreement. Each party irrevocably waives any objection to the venue of any legal process on the basis that the process has been brought in an inconvenient forum.



A party cannot assign, novate or otherwise transfer any of its rights or obligations under this Agreement without the prior consent of each other party (such consent not to be unreasonably withheld).