Terms of trade.

1.1 The Client is taken to have exclusively accepted and is immediately bound, jointly and severally, by these terms and conditions if the Client places an order for or accepts delivery of any Works.

1.2 In the event of any inconsistency between the terms and conditions of this Contract and any other prior document or schedule that the parties have entered into, the terms of this Contract shall prevail.

1.3 Any amendment to the terms and conditions contained in this Contract may only be amended in writing by the consent of both parties. The Contractor reserves the right to refuse delivery.

1.4 Electronic signatures shall be deemed to be accepted by either party providing that the parties have complied with Section 14 of the Electronic Transactions (Queensland) Act 2001 or any other applicable provisions of that Act or any Regulations referred to in that Act.

2.1 The Client acknowledges that the Contractor shall (for the duration of the Works) liaise directly with one (1) authorised representative, and that once introduced as such to the Contractor, that person shall have the full authority of the Client to order any Works and/or to request any variation thereto on the Client's behalf. The Client accepts that they will be solely liable to the Contractor for all additional costs incurred by the Contractor (including the Contractor's profit margin) in providing any Works or variations requested by the Client's duly authorised representative.

3.1 The Client acknowledges and accepts that the Contractor shall, without prejudice, accept no liability in respect of any alleged or actual error(s) and/or omission(s):

• resulting from an inadvertent mistake made by the Contractor in the formation and/or administration of this Contract; and/or
• contained in/omitted from any literature (hard copy and/or electronic) supplied by the Contractor in respect of the Works.

3.2 In the event such an error and/or omission occurs in accordance with clause 3.1 and is not attributable to the negligence and/or wilful misconduct of the Contractor, the Client shall not be entitled to treat this Contract as repudiated nor render it invalid.

4.1 At the Contractor's sole discretion the Price shall be either:

• (a) as indicated on invoices provided by the Contractor to the Client in respect of Works performed or Materials supplied; or
• (b) the Contractor's quoted Price which shall be binding upon the Contractor provided that the Client shall accept the Contractor's quotation in writing within thirty (30) days.

4.2 The Contractor reserves the right to change the Price:

• (a) if a variation to the Materials which are to be supplied is requested; or
• (b) if a variation to the Works originally scheduled (including any applicable plans or specifications) is requested; or
• (c) where additional Works are required due to the discovery of hidden or unidentifiable difficulties (including, but not limited to, poor weather conditions, availability of machinery, safety considerations, prerequisite work by a third party not being completed, hard rock or other barriers below the surface, latent soil conditions, iron reinforcing rods in concrete, remedial work required due to existing workmanship being of a poor quality or non-compliant to the building code, or underground services) which are only discovered on commencement of the Works; or
• (d) as a result of an increase in the Contractor's costs due to changes in statutory, government, or local body charges, taxes, levies etc. with respect to the Works, increases to the Contractor in the cost of labour or Materials or due to relevant industry awards (e.g. Worksite allowance and severance pay), which are outside the control of the Contractor; or
• (e) in the event of increases to the Contractor in the cost of labour or Materials which are beyond the Contractor's control.

4.3 Variations will be charged for on the basis of the Contractor's quotation, and will be detailed in writing, and shown as variations on the Contractor's invoice. The Client shall be required to respond to any variation submitted by the Contractor within ten (10) working days. Failure to do so will entitle the Contractor to add the cost of the variation to the Price. Payment for all variations must be made in full at the time of their completion.

4.4 At the Contractor's sole discretion a non-refundable deposit may be required.

4.5 Time for payment for the Works being of the essence, the Price will be payable by the Client on the date/s determined by the Contractor, which may be:

• (a) on completion of the Works; or
• (b) by way of progress payments in accordance with the Contractor's specified progress payment schedule. Such progress payment claims may include the reasonable value of authorised variations and the value of any Materials delivered to the Worksite but not yet installed; or
• (c) the date specified on any invoice or other form as being the date for payment; or
• (d) failing any notice to the contrary, the date which is seven (7) days following the date of any invoice given to the Client by the Contractor.

5.1 Subject to clause 5.2 it is the Contractor's responsibility to ensure that the Works start as soon as it is reasonably possible.

5.2 The Works' commencement date will be put back and/or the completion date extended by whatever time is reasonable in the event that the Contractor claims an extension of time (by giving the Client written notice) where completion is delayed by an event beyond the Contractor's control, including but not limited to any failure by the Client to:

• (a) make a selection; or
• (b) have the Worksite ready for the Works; or
• (c) notify the Contractor that the Worksite is ready.

5.3 The Contractor may deliver the Works by separate instalments. Each separate instalment shall be invoiced and paid in accordance with the provisions in these terms and conditions.

5.4 Any time specified by the Contractor for delivery of the Works is an estimate only and the Contractor 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 the Contractor is unable to supply the Works as agreed solely due to any action or inaction of the Client, then the Contractor shall be entitled to charge a reasonable fee for resupplying the Works at a later time and date, and/or for storage of the Materials.

5.5 Exclusions from Scope of Works:

• No allowance for weekends or night works
• Any item, drawing, and scope, within the specification or otherwise, not specifically included are excluded and do not form the basis of the quoted amount
• Ambiguity with documents and/or buildability issues arising or presenting otherwise are not the responsibility of Earthbound Civil Pty Ltd
• All Council fees
• Site temporary services
• No allowance for private works
• Removal of spoil off site (stockpile only)
• Rock excavation
• Reinstate Concrete, Asphalt, Paved areas and Turfed areas excavated to install the Civil works
• Asbestos removal
• Concrete plinths including metal surrounds
• Saw cutting and breaking of existing surfaces disturbed for hydraulics installation
• Reinstatement works
• Dewatering of trenches due to high water table
• 'Contractor to assess on site or similar' will not become Earthbound Civil Pty Ltd responsibility
• No allowance has been made for soft spots
• No allowance for any electrical or telecommunication connections
• No allowance for any crane lifts
• No allowance has been made for any works involving contaminated soil
• No allowance has been made to expose, modify or remove any existing services
• Earthbound Civil Pty Ltd does not guarantee concrete strength on any concrete works
• Earthbound Civil Pty Ltd will require precedence of specification within the contract

6.1 All rubbish generated by the Contractor will be placed in designated areas appointed by the Client but the responsibility of removal is the Client's or the Client's agent, unless otherwise agreed.

6.2 It is the intention of the Contractor and agreed by the Client that:

• (a) the Client shall ensure that the Contractor has clear and free access to the Worksite at all times to enable them to undertake the Works (including carrying out Worksite inspections, gain signatures for required documents, and for the delivery and installation of the Materials). The Contractor shall not be liable for any loss or damage to the Worksite (including, without limitation, damage to pathways, driveways and concreted or paved or grassed areas) unless due to the negligence of the Contractor; and
• (b) it is the Client's responsibility to provide the Contractor, while at the Worksite, with adequate access to available water, electricity, toilet and washing facilities; and
• (c) the Client shall contact adjoining neighbours and gain their permission to remove any walls or fences on boundaries and unless otherwise agreed, it shall be the Client's responsibility to organise either temporary fencing and/or security guards to secure the Worksite during the performance of the Works. The Client shall be liable for all costs associated in taking all reasonable precautions to protect against destruction or damage by way of vandalism or theft. Failure to comply with this clause 6.2(c) - in the event that the Worksite is destroyed or damaged due to vandalism - the cost of repair or replacement shall be borne by the Client.

6.3 The Client agrees to be present at the Worksite when and as reasonably requested by the Contractor and its employees, contractors and/or agents.

6.4 Worksite Inductions:

• (a) in the event the Client requires an employee or sub-contractor of the Contractor to undertake a Worksite induction during working hours, the Client will be liable to pay the hourly charges for that period. If any induction needs to be undertaken prior to the commencement date then the Client shall be liable to pay the Contractor's standard (and/or overtime, if applicable) hourly labour rate; or
• (b) where the Contractor is in control of the Worksite, the Client and/or the Client's third party contractors must initially carry out the Contractor's Health & Safety induction course before access to the Worksite will be granted. Inspection of the Worksite during the course of the Works will be by appointment only and unless otherwise agreed, the Client and/or third party acting on behalf of the Client must at all times be accompanied by the Contractor.

7.1 The Contractor shall be entitled to rely on the accuracy of any plans, specifications and other information provided by the Client at time of quote. The Client acknowledges and agrees that in the event that any of this information is inaccurate, the Contractor accepts no responsibility for any loss, damages, or costs however resulting from these inaccurate plans, specifications or other information.

7.2 All customary building industry tolerances shall apply to the dimensions and measurements of the Works unless the Contractor and the Client agree otherwise in writing.

7.3 Where the Client is to supply the Contractor with any design specifications (including, but not limited to CAD drawings) the Client shall be responsible for providing accurate data. The Contractor shall not be liable whatsoever for any errors in the Works that are caused by incorrect or inaccurate data being supplied by the Client.

7.4 In the event the Client gives information relating to measurements and quantities of Materials required in completing the Works, it is the Client's responsibility to verify the accuracy of the measurements and quantities before the Client or the Contractor places an order based on these measurements and quantities. The Contractor accepts no responsibility for any loss, damages, or costs however resulting from the Client's failure to comply with this clause.

7.5 Detailed drawings of any services that will be embedded in the concrete, asphalt or other materials are to be provided to the Contractor prior to commencement of any Works. Whilst all due care will be taken, no liability will be accepted by the Contractor for damage to the Works or any other element embedded in the concrete, asphalt or other materials.

7.6 The Client is to supply a model from an engineer one (1) week prior to mobilisation and a minimum of three (3) datum points by surveyor.

8.1 If the Contractor retains ownership of the Materials under clause 12 then where the Contractor is supplying Materials only, all risk for the Materials shall immediately pass to the Client on delivery and the Client must insure the Materials on or before delivery. Delivery of the Materials shall be deemed to have taken place immediately at the time that the Materials are delivered by the Contractor or the Contractor's nominated carrier to the Client's nominated delivery address (even if the Client is not present at the address).

8.2 If the Client specifically requests the Contractor to leave Materials outside the Contractor's premises for collection or to deliver the Materials to an unattended location then such materials shall always be left at the sole risk of the Client and it shall be the Client's responsibility to ensure the Materials are insured adequately or at all. In the event that such Materials are lost, damaged or destroyed then replacement of the Materials shall be at the Client's expense.

8.3 Where the Contractor is required to install the Materials the Client warrants that the structure of the premises or equipment in or upon which these Materials are to be installed or erected is sound and will sustain the installation and work incidental thereto. The Contractor shall not be liable for any claims, demands, losses, damages, costs and expenses howsoever caused or arising in connection with the installation and work incidental thereto.

8.4 The Client acknowledges that, under no circumstances, will the Contractor handle removal of asbestos product. In the event asbestos (or other hazardous material) is discovered on the Worksite:

• (a) the Contractor shall suspend the Works; and
• (b) the Client shall be fully responsible for the resolution of any resulting problems; and
• (c) any additional cost incurred by the Contractor shall be added to the Price under clause 4.2.

9.1 Unless otherwise agreed in writing between the Client and the Contractor, it shall be the Client's responsibility to advise the precise location of all underground services on the site and clearly mark the same. The mains/services the Client must identify include, but are not limited to, electrical services, gas services, sewer services, pumping services, sewer connections, sewer sludge mains, water mains, irrigation pipes, communication cables, fibre optic cables, oil pumping mains, and any other services that may be on site.

9.2 Whilst the Contractor will take all care to avoid damage to any underground services, the Client agrees to indemnify the Contractor 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 as per clause 9.1.

10.1 The Client and the Contractor shall comply with the provisions of all statutes, regulations and bylaws of government, local and other public authorities that may be applicable to the Works, including any work health and safety laws (WHS) and any other relevant safety standards or legislation pertaining to the Works.

10.2 Both parties acknowledge and agree:

• (a) to comply with the National Construction Code of Australia (NCC) and comply with section 74AA (products associated with building works and/or the intended use) and section 74AE (Chain of Responsibility) of the QBCC Act 1991 in respect of all workmanship and building products to be supplied during the course of the Works; and
• (b) that Works will be provided in accordance with any current relevant Australian/New Zealand Standards applicable.

10.3 The Client shall obtain (at the expense of the Client) all licences and approvals that may be required for the Works.

10.4 The Contractor shall comply with the terms and conditions of all such consents and approvals in so far as such consents and approvals relate to the carrying out of the Works.

11.1 The Client acknowledges that health and safety is a priority of the Contractor. Acknowledging the Contractor's health and safety priority, the Client will:

• (a) ensure, as far as reasonably practicable, the health and safety of its workers and any other person influenced or directed by the Client;
• (b) have in place a health and safety plan that is consistent with work health and safety laws (WHS) and the Contractor's health and safety plan, and must provide a copy of that plan to the Contractor;
• (c) comply with all directions and instructions from the Contractor regarding health and safety, and ensure that all staff, subcontractors, agents and any tenants of the Client comply with all directions and instructions from the Contractor regarding health and safety, so far as is reasonably practicable;
• (d) consult, co-operate with and co-ordinate with all other users of the Worksite for the common purpose of ensuring the safety of all users of and visitors to the Worksite;
• (e) immediately notify the Contractor of any hazards or risks to any person in relation to any work relating to the Client's activities, or any other activity arising from or affected by the Client's activities;
• (f) ensure its staff and contractors exercise all care when traversing the Worksite;
• (g) as far as reasonably practicable, consult, co-operate with and co-ordinate activities with the Contractor in relation to health and safety matters; and
• (h) as soon as possible after becoming aware that a notifiable event has occurred relating to the Worksite, notify the relevant authority and the Contractor of the event.

11.2 The parties agree that it is imperative that any breach of this clause 11 must be immediately remediated.

12.1 The Contractor and the Client agree that ownership of the Materials shall not pass until:

• (a) the Client has paid the Contractor all amounts owing to the Contractor; and
• (b) the Client has met all of its other obligations to the Contractor.

12.2 Receipt by the Contractor of any form of payment other than cash shall not be deemed to be payment until that form of payment has been honoured, cleared or recognised.

12.3 It is further agreed that until ownership of the Materials passes to the Client in accordance with clause 12.1:

• (a) the Client is only a bailee of the Materials and unless the Materials have become fixtures must return the Materials to the Contractor on request;
• (b) the Client holds the benefit of the Client's insurance of the Materials on trust for the Contractor and must pay to the Contractor the proceeds of any insurance in the event of the Materials being lost, damaged or destroyed;
• (c) the production of these terms and conditions by the Contractor shall be sufficient evidence of the Contractor's rights to receive the insurance proceeds direct from the insurer without the need for any person dealing with the Contractor to make further enquiries;
• (d) the Client must not sell, dispose, or otherwise part with possession of the Materials other than in the ordinary course of business and for market value. If the Client sells, disposes or parts with possession of the Materials then the Client must hold the proceeds of any such act on trust for the Contractor and must pay or deliver the proceeds to the Contractor on demand;
• (e) the Client should not convert or process the Materials or intermix them with other goods but if the Client does so then the Client holds the resulting product on trust for the benefit of the Contractor and must sell, dispose of or return the resulting product to the Contractor as it so directs;
• (f) unless the Materials have become fixtures the Client irrevocably authorises the Contractor to enter any premises where the Contractor believes the Materials are kept and recover possession of the Materials;
• (g) the Contractor may recover possession of any Materials in transit whether or not delivery has occurred;
• (h) the Client shall not charge or grant an encumbrance over the Materials nor grant nor otherwise give away any interest in the Materials while they remain the property of the Contractor;
• (i) the Contractor may commence proceedings to recover the Price of the Materials sold notwithstanding that ownership of the Materials has not passed to the Client.

13.1 The Contractor may register a Security Interest over the Materials supplied under this Contract on the Personal Property Securities Register (PPSA Register) to secure payment of the Price and performance of the Client's obligations.

13.2 The Client agrees to do anything reasonably required by the Contractor to enable the Contractor to register, maintain and enforce any Security Interest arising under or in connection with this Contract, including executing any documents and providing any information.

13.3 The Client waives its right to receive any verification statement in relation to any registration on the PPSA Register.

14.1 In consideration of the Contractor agreeing to supply the Materials, the Client charges all of its rights, title and interest (whether joint or several) in any land, realty or other assets capable of being charged, owned by the Client either now or in the future, to secure the performance by the Client of its obligations under these terms and conditions (including, but not limited to, the payment of any money).

14.2 The Client indemnifies the Contractor from and against all the Contractor's costs and disbursements including legal costs on a solicitor and own client basis incurred in exercising the Contractor's rights under this clause.

14.3 The Client irrevocably appoints the Contractor and each director of the Contractor as the Client's true and lawful attorney/s to perform all necessary acts to give effect to the provisions of this clause 14 including, but not limited to, signing any document on the Client's behalf.

15.1 All information and materials given to any third party by Earthbound Civil under this Contract is the property of Earthbound Civil and is only made available on the condition that:

• (i) the materials are to be used only for the purposes of the Contract; and
• (ii) if requested by Earthbound Civil, all such materials and copies are promptly returned to Earthbound Civil.

15.2 Earthbound Civil retains all intellectual property rights in its designs, drawings, specifications and methodologies. No licence is granted to the Client to use such intellectual property beyond the scope of the Works.

15.3 Earthbound Civil will not infringe any patent, trademark, copyright or other intellectual property right in performing the Works.

16.1 An event of default ("Default Event") occurs if:

• (a) any money payable under this agreement is not paid before or on the due date for payment;
• (b) the Client fails to observe and perform any of the Client's covenants, other than the failure to pay money, and such failure continues for more than three (3) days after the Contractor has given the Client notice requiring the Client to remedy the breach;
• (c) the Client, being an individual, commits an act of bankruptcy, is declared mentally ill or is convicted of a criminal offence or dies;
• (d) a receiver, or an agent in possession for a mortgagee, is appointed in respect of any property of the Client;
• (e) a mortgagee takes possession of any property of the Client;
• (f) any execution or similar process is made against the property of the Client;
• (g) an application is made, a resolution is passed or a meeting is convened for the purpose of considering a resolution for the Client to be wound up, unless the winding up is for the purpose of reconstruction or amalgamation;
• (h) a compromise or arrangement is made between the Client and its creditors;
• (i) a resolution is passed, or a meeting is convened for the purpose of considering a resolution for the Client to be placed under official management; or
• (j) the Client admits in writing its inability to pay its debts.

16.2 On the occurrence of a Default Event:

• (a) the Contractor may: (i) take possession of the Materials with, or without notice to the Client; (ii) charge interest on overdue invoices, which shall accrue daily from the date when payment becomes due, until the date of payment, at a rate of two and one half percent (2.5%) per calendar month (and at the Contractor's sole discretion such interest shall compound monthly at such a rate) after as well as before any judgment;
• (b) if the Client owes the Contractor any money, the Client shall indemnify the Contractor from and against all costs and disbursements incurred by the Contractor in recovering the debt (including but not limited to internal administration fees, legal costs on a solicitor and own client basis, the Contractor's contract default fee, and bank dishonour fees);
• (c) further to any other rights or remedies the Contractor may have under this agreement, if the Client has made payment to the Contractor and the transaction is subsequently reversed, the Client shall be liable for the amount of the reversed transaction, in addition to any further costs incurred by the Contractor where it can be proven that such reversal is found to be illegal, fraudulent or in contravention of the Client's obligations under this agreement;
• (d) without prejudice to the Contractor's other remedies at law, the Contractor shall be entitled to cancel, suspend or terminate the supply of Works or any part of any order of the Client which remains unperformed in addition to and without prejudice to any other remedies the Contractor may have; all amounts owing to the Contractor shall, whether or not due for payment, become immediately payable. The Contractor will not be liable to the Client for any loss or damage the Client suffers because the Contractor has exercised its rights under this clause.

17.1 Each party must keep confidential all Confidential Information of the other party and not disclose it to any other person, except:

• (i) with the prior written consent of the other party;
• (ii) to its professional advisers; or
• (iii) to any of its workers who have a need to know in order to perform obligations under the Contract, provided that the recipient agrees to keep the Confidential Information confidential.

17.2 Clause 17.1 does not apply to information that is required to be disclosed by Law or the requirements of a stock exchange, but only to the extent that the information is required to be disclosed.

18.1 Any written notice given under this Contract shall be deemed to have been given and received:

• (a) by handing the notice to the other party, in person;
• (b) by leaving it at the address of the other party as stated in this Contract;
• (c) by sending it by registered post to the address of the other party as stated in this Contract;
• (d) if sent by facsimile transmission to the fax number of the other party as stated in this Contract (if any), on receipt of confirmation of the transmission; or
• (e) if sent by email to the other party's last known email address.

18.2 Any notice that is posted shall be deemed to have been served, unless the contrary is shown, at the time when by the ordinary course of post the notice would have been delivered.

19.1 At the Contractor's sole discretion, if there are any disputes or claims for unpaid Materials and/or Works then the provisions of the Building Industry Fairness (Security of Payment) Act 2017 may apply.

19.2 Nothing in this contract is intended to have the effect of contracting out of any applicable provisions of the Building Industry Fairness (Security of Payment) Act 2017 of Queensland, except to the extent permitted by the Act where applicable.

20.1 To the maximum extent permitted by law, the Contractor's total aggregate liability to the Client for any loss, damage, cost or expense arising out of or in connection with the Works (whether in contract, tort, negligence, or otherwise) shall not exceed the total Price paid or payable by the Client under this Contract for the specific Works giving rise to the claim.

20.2 The Contractor shall not be liable for any indirect, consequential, special or economic loss, loss of profit, loss of revenue, loss of opportunity, loss of goodwill, or loss of anticipated savings, howsoever caused and whether arising under contract, tort (including negligence), breach of statutory duty or otherwise.

20.3 Nothing in this Contract limits or excludes any guarantee, warranty, right or remedy which cannot be excluded or limited under the Australian Consumer Law (Competition and Consumer Act 2010 (Cth), Schedule 2).

21.1 The Contractor shall, prior to commencing the Works and for the duration of the Works, maintain the following insurances at minimum:

• (a) Public liability insurance for a minimum of $20,000,000 per occurrence;
• (b) Workers' compensation insurance as required under Queensland law (Workers' Compensation and Rehabilitation Act 2003 (Qld));
• (c) Contract works ("builders all risk") insurance covering the full replacement value of the Works until practical completion supplied by client; and
• (d) Plant and equipment insurance for all machinery and equipment brought to the Worksite.

21.2 The Contractor shall, upon request, provide the Client with certificates of currency for all insurances required under clause 21.1 prior to commencing Works.

21.3 The Client shall maintain appropriate insurance cover for the Worksite, including property insurance, for the duration of the Works.

22.1 The Contractor shall, in performing the Works, comply with all applicable environmental laws and regulations, including but not limited to the Environmental Protection Act 1994 (Qld) and any relevant environmental approvals or conditions pertaining to the Worksite.

22.2 The Contractor shall take all reasonable steps to minimise environmental impact during civil earthworks, including implementing appropriate erosion and sediment controls (ESC) in accordance with the IECA Best Practice Erosion and Sediment Control guidelines (current edition) and any applicable local council requirements.

22.3 If contaminated soil or material is unexpectedly encountered during the Works, the Contractor shall immediately notify the Client and suspend Works in the affected area. Any costs associated with testing, remediation or lawful disposal of contaminated material discovered after the commencement of Works shall be treated as a variation in accordance with clauses 4.2 and 4.3, and shall be at the Client's expense unless otherwise agreed in writing.

22.4 The Client warrants that all necessary environmental approvals, development approvals, and permits for the Works have been obtained prior to the Contractor commencing. The Client indemnifies the Contractor against any fines, penalties, remediation costs or third-party claims arising from the Client's failure to obtain such approvals.

23.1 Practical Completion shall be deemed achieved upon completion of the Works and provision by the Contractor of a Level 1 Geotechnical Report, which shall constitute sufficient geotechnical documentation unless otherwise agreed in writing by the parties.

23.2 Before Practical Completion the Client shall notify the Contractor in writing of any defects in the Works. The Contractor shall, within a reasonable time of receiving such notice, rectify any defects that are due to the Contractor's workmanship or materials, at no additional cost to the Client.

23.3 The defects liability obligations under this clause shall not apply to defects arising from:

• (a) normal settlement or movement of earthworks, unless in excess of tolerances specified in the applicable engineering design;
• (b) Client or third-party interference, misuse or modification of the Works after practical completion;
• (c) extreme weather events, flooding, or other events beyond the Contractor's reasonable control; or
• (d) inaccuracies or deficiencies in the Client's design documents, specifications, or geotechnical data.

24.1 The Client warrants that all geotechnical information, soil reports, bore logs, and site investigations provided to the Contractor are accurate and complete to the best of the Client's knowledge. The Contractor is entitled to rely on such information.

24.2 If the Contractor encounters latent conditions (including, but not limited to, unexpected rock, high groundwater levels, collapsible soils, expansive clays, acid sulfate soils, or uncharted underground structures) that differ materially from those indicated in the geotechnical information provided or reasonably foreseeable, the Contractor shall promptly notify the Client in writing. Such latent conditions shall entitle the Contractor to a variation in accordance with clauses 4.2 and 4.3.

24.3 Where rock excavation is encountered and has not been expressly included in the scope of Works, it shall be treated as a variation and charged at the Contractor's prevailing rate for rock excavation as notified to the Client.

25.1 The Works shall be deemed to have reached practical completion when they have been completed in accordance with this Contract, except for minor omissions or defects that do not prevent the Works from being used for their intended purpose ("Practical Completion").

25.2 The Contractor shall provide the Client with written notice when the Contractor considers that Practical Completion has been achieved. The Client shall, within five (5) Business Days of receiving such notice, either confirm Practical Completion in writing or provide a written list of items to be completed or rectified before Practical Completion can be confirmed.

25.3 If the Client fails to respond within the five (5) Business Day period, Practical Completion shall be deemed to have occurred on the date stated in the Contractor's notice.

25.4 Upon Practical Completion, the Client shall:

• (a) pay all outstanding amounts due to the Contractor within the timeframes specified in clause 4.5; and
• (b) take over care, custody and control of the Works and Worksite.
• (c) the Contractor shall, within seven (7) Business Days of receipt of all outstanding amounts owing under this Contract, provide the Client with a Level 1 Geotechnical Report.

26.1 The Contractor may suspend the Works (in whole or in part) by giving the Client written notice if:

• (a) the Client fails to make a payment when due and such failure continues for five (5) Business Days after written notice from the Contractor;
• (b) the Worksite conditions pose an immediate risk to the health or safety of persons;
• (c) the Client prevents or obstructs the Contractor's access to the Worksite; or
• (d) adverse weather conditions render continuation of the Works unsafe or impracticable.

26.2 Where Works are suspended due to an act or omission of the Client, all additional costs incurred by the Contractor (including standing-time charges for plant and equipment, labour, and demobilisation/remobilisation costs) shall be a variation under clauses 4.2 and 4.3, payable by the Client.

27.1 If a dispute arises under or in connection with this Contract ("Dispute"), a party must not commence court or arbitration proceedings (except for urgent interlocutory relief) unless that party has first complied with this clause 27.

27.2 A party claiming a Dispute has arisen must give written notice to the other party specifying the nature of the Dispute ("Dispute Notice"). Within ten (10) Business Days of the Dispute Notice, the parties' senior representatives shall meet (in person or by video conference) and attempt to resolve the Dispute in good faith.

27.3 If the Dispute is not resolved within fifteen (15) Business Days of the Dispute Notice, either party may refer the Dispute to mediation administered by the Resolution Institute (or a similar body) before commencing legal proceedings, unless the matter relates to an unpaid payment claim under the Building Industry Fairness (Security of Payment) Act 2017.

27.4 This Contract shall be governed by and construed in accordance with the laws of Queensland, Australia. The parties submit to the non-exclusive jurisdiction of the courts of Queensland.

28.1 The Contractor may subcontract any part of the Works without the prior written consent of the Client, provided that the Contractor shall remain fully responsible for the performance of the subcontracted Works and for the acts and omissions of any subcontractor as if they were the acts and omissions of the Contractor.

28.2 All subcontractors engaged by the Contractor shall hold appropriate licences and qualifications as required by Queensland law, and shall be required to comply with the same health, safety and environmental obligations as apply to the Contractor under this Contract.

29.1 Neither party shall be liable for any delay or failure to perform its obligations under this Contract to the extent that such delay or failure is caused by a Force Majeure Event. A "Force Majeure Event" means any event outside a party's reasonable control, including but not limited to acts of God, floods, cyclones, extreme weather events (including rainfall events exceeding Bureau of Meteorology-recorded 1 in 20-year events), earthquake, fire, pandemic, epidemic, war, civil unrest, acts of terrorism, strikes (other than by the Contractor's own workforce), government orders, or changes in law.

29.2 The party affected by a Force Majeure Event must notify the other party as soon as practicable, and the time for performance shall be extended by the period of delay caused by the Force Majeure Event. If the Force Majeure Event continues for more than sixty (60) days, either party may terminate this Contract by giving written notice, and the Contractor shall be entitled to payment for all Works completed and all reasonable costs incurred to the date of termination.

30.1 Unless otherwise stated, all amounts referred to in this Contract are exclusive of Goods and Services Tax ("GST"). Where GST is payable on a supply made under this Contract, the recipient shall pay to the supplier an additional amount equal to the GST payable on that supply, subject to the supplier providing a valid Tax Invoice.

30.2 If the GST amount payable on a Taxable Supply changes for any reason, the parties agree to adjust the amounts payable accordingly and to issue any amended or replacement Tax Invoice as required.