SECTION 1 – TERMS FOR SERVICES (Training / Consulting / Engineering)

1. General Provisions

• “Additional Services” means services not included in the original proposal.

• The “Agreement” consists of these Terms & Conditions, the Services Proposal, and the Client’s Purchase Order.

• Governing law is New South Wales, Australia.

• All communications must be in English unless otherwise agreed.

• Neither party may assign or transfer rights without written consent.

• Venus Automations retains all Intellectual Property rights to documentation and materials; the Client may use these only for the agreed project.

• Both parties must maintain confidentiality. Venus Automations may publish work results only with Client approval if within 2 years of project completion.

2. Obligations of Venus Automations

• Deliver the scope of services defined in the Services Proposal.

• Apply reasonable skill, care, and diligence.

• May act under third-party contracts if authorized, and will act in good faith.

• Equipment provided by the Client remains the Client’s property.

• Venus Automations selects its own staff; replacements can be arranged depending on who requests the change.

• A representative will be appointed to manage the Agreement.

• All services will comply with applicable laws.

3. Client Obligations

• Provide information, decisions, and clarifications required for service delivery.

• Provide proof of financial capacity when requested.

• Provide required facilities or equipment detailed in the Services Proposal.

• Provide required personnel who meet necessary competency standards.

• Appoint a representative to manage the contract.

• Pay for services as per the pricing defined in the Service Proposal.

4. Commencement, Variation & Termination

• Agreement becomes effective once Venus Automations receives a Purchase Order or written acceptance.

• Work begins on the stated Commencement Date.

• Variations must be agreed in writing; additional costs may apply.

• Delays caused by the Client may lead to extra charges.

• Changed circumstances outside either party’s control may lead to suspension or extension.

• Client may suspend or terminate services with at least 84 days’ notice.

• If Venus Automations fails in obligations, Client may issue a notice; termination may follow if not resolved within required periods.

• Venus Automations may suspend or terminate for non-payment or extended suspension by the Client.

• Suspended work exceeding 84 days may be invoiced.

• All exceptional services (caused by suspension, change, etc.) are billed separately.

• Termination doesn’t remove existing rights or liabilities.

5. Payment Terms

• Client must pay as stated in the Services Proposal.

• Additional or exceptional services are invoiced separately.

• Standard payment term: 30 days.

• Late payments accrue interest at 2% per month, compounded.

• Disputed invoice items must be notified at least 4 days before due date.

• For products supplied under the same project:

  • Risk transfers on delivery, but Venus Automations retains title until paid in full.

  • Venus Automations may repossess unpaid goods.

  • Client must assist in establishing security interest under PPSA.

• All payments are in Australian dollars unless stated otherwise.

• Prices exclude GST unless stated; GST is payable where applicable.

6. Warranties & Liability

• Services are warranted to be free from defects for 12 months after delivery.

• Warranty is void if Client modifies or mishandles goods.

• Statutory consumer protections apply where required.

• Aside from mandatory warranties, all implied warranties are excluded.

• Liability is limited to repair, replacement, or reimbursement.

• Venus Automations is not liable for delays or consequential losses.

• Client indemnifies Venus Automations for claims arising from Client’s acts or omissions unless directly caused by Venus Automations.

• Liability limitations survive termination.

7. PPSA (Security Interest)

• Client grants Venus Automations a Purchase Money Security Interest (PMSI).

• Client must assist in maintaining and registering this interest.

• Client must not change business details in ways affecting the security interest without consent.

• Client indemnifies Venus Automations for costs of maintaining / enforcing security interests.

8. Guarantee

• Venus Automations may require directors to personally guarantee obligations.

• Guarantor secures their personal estate as security for the guarantee.

• Guarantee continues regardless of variations or partial payments.

• Guarantor must cover Venus Automations’ enforcement costs.

9. Entire Agreement

• This document, the Services Proposal, and the Purchase Order constitute the entire Agreement.