Terms & Conditions

1. DEFINITIONS

1. “The Company” and “IPSL” shall mean Independent Pipeline Services Limited, or any agents or employees thereof.
2. “Client” shall mean the Client, any person acting on behalf of and with the authority of the Client, or any person purchasing Works from IPSL.
3. “Works” means all products, goods, services and advice provided by IPSL to the Client, or the hire of IPSL equipment services on a temporary or interim basis by the Client or a third party of/or through the Client.
4. “Fee” shall mean the cost of the Works as agreed between IPSL and the Client.
5. “Agreement” means the terms and conditions contained herein, those specified in the ‘Terms and Conditions of Trade’ and any other terms agreed upon by both parties.
6. “Acceptance” means acceptance of a quote or estimate provided or any instructions received by IPSL from the Client for the supply of Works shall constitute a binding contract and acceptance of the terms and conditions contained herein. 
7. “Incidental Items” means any goods, processes, documents, designs, drawings or materials supplied, consumed, created or deposited incidentally by IPSL in the course of it conducting, or supplying to the Client any Works. 
8. “Report” or “Certificate” means the published results of completing the Works

2. INTRODUCTION

1. These terms will apply to the relationship of IPSL to the Client. 
2. These terms may not be varied without the written consent of a Director of the Company

3. FEE

1. The Fee will be quoted plus any applicable goods and services tax. 
2. Where no Fee is stated in advance the Works shall be deemed to be provided at the current amount as such Works are sold or provided by IPSL at the time of service being carried out.
3. IPSL reserves the right to change the Fee in the event of any variation from the plan of scheduled Works. IPSL will advise the Client of any change to the Fee verbally followed by email or in writing.
4. In the event that IPSL is required to provide the Works urgently, that may require IPSL employees to work outside normal business hours (including but not limited to working, through lunch breaks, weekends and/or Public Holidays) then IPSL reserves the right to charge the Client additional labour costs (penalty rates will apply), unless otherwise agreed between IPSL and the Client.

4. PAYMENT

1. Payment for Works shall be made twentieth (20th) of the month following the date of invoice or as may otherwise be set out on any invoice or statement of account issued by IPSL (“the due date”).
2. IPSL reserves the right to request payment, in part of full, in advance of works commencing.
3. IPSL may at its discretion delay commencement or suspend provision of the Works until payment has been made in full.
4. The Client accepts that once IPSL issue the Report it is liable to pay IPSL for the delivery of Works that contributed to the Report.

5. DEFAULT

1. If the Client defaults in payment of any Fee, or part thereof, when due, the Client shall indemnify IPSL from and against all costs and disbursements incurred by IPSL in pursuing the debt including, without limitation, legal costs on a solicitor and client basis and any debt collection agency costs.
2. If any Fee remains overdue after thirty (30) days then an amount of ten percent (10%) of the amount overdue (up to a maximum of five hundred dollars ($500.00)) shall be levied for administration fees which sum shall become immediately due and payable.
3. Interest on any unpaid Fee, or part thereof, shall accrue daily from the date when payment of the Fee becomes due, until the date of payment, at a rate of two and one half percent (2.5%) per calendar month, calculated daily, after as well as before any judgment.
4. Any disputes over price need to be raised within seven (7) days of receipt of invoice, otherwise the client is deemed to have accepted the Fee.
5. Without prejudice to any other remedies IPSL may have, if at any time the Client is in breach of any obligation (including the obligation to pay the Fee), IPSL may, at its election, suspend or terminate the supply of Works to the Client and any of its other obligations under the terms and conditions. For the avoidance of doubt, IPSL will not be liable to the Client for any loss or damage the Client suffers because IPSL has exercised its rights under this clause.

6. QUOTES

1. Any written services, including quotes, estimates and pricing issued by IPSL for Works:
2. Unless otherwise agreed the quotation shall be valid for thirty (30) days from the date of issue or for period otherwise agreed by both parties; and
3. The quotation shall be exclusive of goods and services tax unless specifically stated to the contrary;
4. Where Works are required in addition to the quotation the Client agrees to pay for the additional cost of such Works.
5. The Client will set out in writing (unless otherwise agreed by IPSL) the scope of Works which it requires IPSL to provide. IPSL will then confirm (either in writing or otherwise) that it accepts those instructions or alternatively what services it will perform in connection with the Client’s instructions, and where requested provide a quote. Engagement occurs upon IPSL and the Client agreeing either in writing or verbally to what scope of Works are to be performed and acceptance of the estimate or quote. Any subsequent changes or additions must be in writing and agreed to by both parties.

7. DELIVERY OF WORKS

1. Subject to clause 7.2, it is the Client’s responsibility to ensure that:
2. the Works starts as agreed with IPSL;
3. IPSL is legally entitled to have reasonable and unobstructed access to and from the Works site;
4. Site access is suitable to accept IPSL vehicles or any other equipment as may be deemed necessary by IPSL. 
5. the Work site is free from contamination and ready for testing, including but not limited to all pipelines installed, fittings and attachments connected, thrust blocks and restraints in place. 
6. IPSL reserves the right to charge separately at standard IPSL rates where there is a variation in the agreed Works, including but not limited to IPSL:
7. being required/requested to investigate or test for pipe leaks; or 
8. preparing the site for testing; or
9. having to stand down while the client prepares the site; or
10. receiving late notification of delay, cancelation or variation to scope of works.
11. IPSL requires at least one clear working day’s minimum notice to cancel or delay the Works. In such cases where notice is less than one clear day, IPSL reserves the right to charge a reasonable fee for re-providing the Works at a later time and date.
12. Any time specified by IPSL for delivery of the Works is an estimate only and IPSL will not be liable for any loss or damage incurred by the Client as a result of delivery being late. However, both parties agree that they shall make every endeavour to enable the Works to be supplied at the time and place as was arranged between both parties. In the event that IPSL is unable to supply the Services as agreed solely due to any action or inaction of the Client then IPSL shall be entitled to charge a reasonable fee for re-supplying the Works at a later time and date. 
13. IPSL may deliver the Works by separate instalments. Each separate instalment shall be invoiced and paid for in accordance with the provisions in these terms and conditions.
14. In delivering the Works, IPSL
15. Prioritises Health & Safety and maintaining the integrity and warranty of the pipeline being tested. 
16. Will operate safely within (not at or over) the maximum tolerance recommended by the manufacturers, and 
17. reserves the right to reset the maximum testing level to be within the manufacturer’s maximum tolerance threshold (even if it counters the Works engineering specifications).
18. The Report expresses the result of the Work undertaken at a specific site and reflects the conditions that existed at the time the Works were completed.
19. The Client acknowledges and accepts that unless otherwise agreed Reports or Certificates are sent by email. Delivery of the Report to a third party nominated by the Client is deemed to be delivery to the Client for the purposes of this contract.

8. LIABILITY

1. IPSL shall not be liable for any loss or damage of any kind whatsoever including consequential loss whether suffered or incurred by the Client or another person and whether in contract or tort (including negligence) or otherwise and irrespective of whether such loss or damage arises directly or indirectly from Works provided by IPSL to the Client; and
2. The Client shall indemnify IPSL against all claims and loss of any kind whatsoever however caused or arising and without limiting the generality of the foregoing of this clause whether caused or arising as a result of the negligence of IPSL or otherwise, brought by any person in connection with any matter, act, omission, or error by IPSL its agents or employees in connection with the Works.

9. INTELLECTUAL PROPERTY

1. The supply of Works, including without limitation, the Report, is confidential and has been prepared solely for the Client.
2. Where IPSL has designed, drawn or developed Incidental Items for the Client, then the copyright in any Incidental Items shall remain the property of IPSL. Under no circumstances may such designs, processes, drawings and documents be used without the express written approval of IPSL. 
3. The Client warrants that all designs, specifications or instructions given to IPSL will not cause IPSL to infringe any patent, registered design or trademark in the execution of the Client’s order and the Client agrees to indemnify IPSL against any action taken by a third party against IPSL in respect of any such infringement. 
4. The Client agrees that IPSL may (at no cost) use for the purposes of marketing any Incidental Items which IPSL has created for the Client.

10. CONFIDENTIALITY

1. Each party agrees to treat all information and ideas communicated to it by the other confidentially and agree not to divulge it to any third party, without the other party's written consent. The parties will not copy any such information supplied and will either return it or destroy it (together with any copies thereof) on request of the other party. 
2. The Client assumes liability for all loss or damage suffered by IPSL as a result of breach of confidentiality undertaken by itself, or its employees or agents. 
3. Neither party will use the other party’s confidential information without prior written consent except strictly for the purposes contemplated by this contract, and a party may only disclose the other party’s confidential information: 
4. if required by law; 
5. to exercise their rights under this contract; 
6. if necessary to perform their obligations under this contract; 
7. if the other party has provided their written consent to the disclosure. 
8. Confidential information excludes information: 
9. generally available in the public domain (without unauthorised disclosure under this contract); 
10. received from a third party entitled to disclose it; 
11. that is independently developed. 
12. The obligations of this clause 10 shall survive termination or cancellation of this contract. 

11. COMPLIANCE WITH LAWS

1. The Client and IPSL shall comply with the provisions of all statutes, regulations and bylaws of government, local and other public authorities or industry compliance (including, but not limited to, quality control processes, results and/or reports being signed off by the Key Technical Person where applicable) that may be applicable to the Works. 
2. The Client agrees that the any Work site that IPSL attends will comply with any WorkSafe health and safety laws relating to the site. 
3. Unless otherwise specified, IPSL will pressure test in accordance to AS/NZS 2566.2 standard.

12. CONSUMER GUARANTEES ACT

1. These terms and conditions are subject to the Consumer Guarantees Act 1993 (“the Act”). To the extent that these terms and conditions apply to a “Consumer” as defined by the Act, and are inconsistent with Act, the provisions of the Act shall prevail.
2. If the Client is acquiring or otherwise being supplied with Works for the purpose(s) of a trade or business, the Client acknowledges that the provisions of the Act do not apply to the supply of those Works by IPSL to the Client.

13. MISCELLANEOUS

1. If any provision of this contract shall be invalid, void or illegal or unenforceable the validity existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired.
2. Every effort will be made by IPSL to carry out the assignment, however IPSL will not liable to the Client or be deemed to be in breach of the agreement by reason of any delay in performing or any failure to perform any obligations in relation to the provision of services if the delay or failure was due to any event of force majeure.
3. The Client agrees that should they be taken over, amalgamated or cease trading, then any outstanding debts owed to IPSL will be honoured by the Client’s parent company or associated companies or liquidators
4. Where the Client is comprised of more than one person the persons who are party to this Agreement will be jointly and severally liable to IPSL but their rights against IPSL will be held jointly. 
5. The Client may not set off against the fees payable to IPSL any amount which the Client asserts is owing by IPSL to the Client. 
6. IPSL will not be liable for any delay or failure to perform the Services arising from an act of God, war terrorism, industrial action, fire, flood, storm or other event beyond IPSL’s reasonable control. 
7. The Client may not assign or transfer its rights under this Agreement.