Terms and Conditions of Use - Including Communications, Security & Privacy

By using this Web Site, you agree, without limitation or qualification, to be bound by, and to comply with, these Terms and Conditions and any other posted guidelines or rules applicable to the Web Site. All such guidelines and rules are hereby incorporated by reference into the Terms and Conditions.

Quick  Links
Collection of Information | Use of Collected Information | Storage of Collected Information | Access to Collected Information | Orders | Communications | Third Parties | Changes to Privacy Policy | Payment Card Security  Policy | Disclaimer | Limitations of Damages | Indemnification | Third Party Sites | Enquiries  

Business Name: LMATS

Head Office:
6 Techno Park Drive
Williamstown,Victoria 3016
Phone: +61 3 9399 8145
Fax: +61 3 8456 6099

ABN: 41 107 100 925

LMATS is subject to the provisions of the Privacy Act 1988. The Act contains 10 National Privacy Principles that set standards for the handling of personal information. LMATS has a commitment to privacy and the safeguarding of member, visitor and staff personal information.

Any personal information provided by you to LMATS (e.g. name, address, date of birth and contact details), will be protected. LMATS does not usually disclose your personal information to any other organisation or person unless there is a legal requirement to do so. LMATS may also disclose personal information to relevant authorities if it reasonably believes that there is a threat to an individual's life, health or safety, or public health or safety. If LMATS has reason to suspect that unlawful activity has been, is being or may be engaged in, personal information may be used or disclosed as a necessary part of any investigation and reporting to relevant persons or authorities.

LMATS ( LMATS )  regards customer / member privacy as an important part of our relationship with our customers. The following privacy policy applies to all LMATS   users, and conforms to Internet privacy standards.

If you have questions or concerns regarding this statement, you should first contact the LMATS Head Office at +61 3 9399 8145

Collection of Information

In order to use the LMATS ’s  website, we may require information from you in order to provide the best service possible.

All correspondence may also be collected and stored, particularly in regard to sales, support and accounts, including Email.

Any information collected by LMATS   is collected via correspondence from you or your company. This may be via the telephone, Email, mail, fax or directly through our website.

Use of Collected Information

Any details collected from LMATS customers is required in order to provide you with our products and/or services, and a high level of customer service.

Correspondence is recorded in order to provide service references, and to assist in our staff development.

Storage of Collected Information

The security of your personal information is important to us. When you enter sensitive information (such as credit card numbers) on our website, we encrypt that information using secure socket layer technology (SSL). When Credit Card details are collected, we simply pass them on in order to be processed as required. We never permanently store complete Credit Card details.

We follow generally accepted industry standards to protect the personal information submitted to us, both during transmission and once we receive it.

If you have any questions about security on our Website, you can email us at

Access to Collected Information

If your personally identifiable information changes, or if you no longer desire our service, you may correct, update, delete or deactivate it by emailing us at

Orders

If you purchase a product or service from us, we may request certain personally identifiable information from you. You may be required to provide contact information (such as name, Email, and postal address) and financial information (such as credit card number, expiration date).

We use this information for billing purposes and to fill your orders. If we have trouble processing an order, we will use this information to contact you.

Communications

LMATS uses personally identifiable information for essential communications, such as Emails, accounts information, and critical service details. We may also use this information for other purposes, including some promotional Emails. If at any time a customer wishes not to receive such correspondence, they can request to be removed from any mailing lists by emailing us at

You will be notified when your personal information is collected by any third party that is not our agent/service provider, so you can make an informed choice as to whether or not to share your information with that party.

Third Parties

LMATS does not share any information with third parties for any unknown or unrelated uses.

LMATS may disclose your information to third parties that provide services under contract to LMATS . These contracts require the third party to keep your personal information confidential and secure. Your personal information may be used by LMATS for marketing purposes to improve our services and to provide you with the latest information about those services, any new related services and promotions. If you do not wish to receive information about services and promotions, LMATS , on request, will remove your name from mailing lists.

Legal

We reserve the right to disclose your personally identifiable information as required by law and when we believe that disclosure is necessary to protect our rights and/or comply with a judicial proceeding, court order, or legal process served on our Website.

Links

Links on the LMATS site to external entities are not covered within this policy, unless created or endorsed by LMATS . The terms and conditions set out in this privacy statement only cover the domain name of LMATS .

Changes to Privacy Policy

If we decide to change our privacy policy, we will post those changes to this privacy statement, the homepage, and other places we deem appropriate so that you are aware of what information we collect, how we use it, and under what circumstances, if any, we disclose it. We reserve the right to modify this privacy statement at any time, so please review it frequently. If we make material changes to this policy, we will notify you here, by Email, or by means of a notice on our homepage.

LMATS   Payment Card Security  Policy

LMATS uses the services of the National Australia Bank Limited ( NAB ) for its online credit card transactions. The NAB processes online credit card transactions for thousands  of Australian merchants, providing a safe and secure means of collecting payments via the Internet. All online credit card transactions performed on their site using the NAB Transact electronic payments and receivables channel gateway for secured payments.

• Payments are fully automated with an immediate response.
• Your complete credit card number cannot be viewed by LMATS or any outside party.
• All transactions are performed under 128 Bit SSL Certificate.
• All transaction data is encrypted for storage within NAB’s  data centre, meeting the payment card industry data security standard ‘PCI DSS’  further protecting your credit card data.

For more information about NAB Transact and online credit card payments,
please see NAB Privacy Notification and Payment Card Industry Data Security Standards

You have a right to access any personal information that LMATS may hold about you, including a right of correction of your information.
LMATS will not charge a fee for you to access your personal information.

Disclaimer

The materials including those in this website may contain inaccuracies and typographical errors. LMATS does not warrant the accuracy or completeness of the materials or the reliability of any advice, opinion, statement or other information displayed or distributed through the site. You acknowledge that any reliance on any such opinion, advice, statement, memorandum, or information shall be at your sole risk. LMATS reserves the right, in its sole discretion, to correct any errors or omissions in any portion of the site. LMATS may make any other changes to the site, the materials and the products, programs, services or prices (if any) described in the site at any time without notice.

This site, the information and materials on the site, and the software made available on the site, are provided "as is" without any representation or warranty, express or implied, of any kind, including, but not limited to, warranties of merchantability, noninfringement, or fitness for any particular purpose. Some jurisdictions do not allow for the exclusion of implied warranties, so the above exclusions may not apply to you.

Limitations of Damages

In no event shall LMATS be liable to any entity for any direct, indirect, special, consequential or other damages (including, without limitation, any lost profits, business interruption, loss of information or programs or other data on your information handling system) that are related to the use of, or the inability to use, the content, materials, and functions of the site or any linked website, even if LMATS is expressly advised of the possibility of such damages.

Indemnification

You agree to indemnify, defend and hold harmless LMATS , its officers, directors, employees, agents, licensors, suppliers and any third party information providers to the Service from and against all losses, expenses, damages and costs, including reasonable attorneys' fees, resulting from any violation of this Agreement by you.

Third Party Sites

As a convenience to you, LMATS may provide, on this Site, links to Web sites operated by other entities. If you use these sites, you will leave this Site. If you decide to visit any linked site, you do so at your own risk and it is your responsibility to take all protective measures to guard against viruses or other destructive elements. LMATS makes no warranty or representation regarding, and does not endorse, any linked Web sites or the information appearing thereon or any of the products or services described thereon. Links do not imply that LMATS or this Site sponsors, endorses, is affiliated or associated with, or is legally authorised to use any trademark, trade name, logo or copyright symbol displayed in or accessible through the links.

Enquiries

If you have any enquiries regarding this document and the payment services offered by LMATS please contact LMATS .

Standard Terms and Conditions of Supply

1. If services are provided on-site:
   1. The client shall provide a safe and healthy work environment which is compliant to Australian Work Health and Safety laws including the Work Health and Safety Act 2011, the Work Health and Safety Regulations 2011, relevant Codes of Practice. The client shall provide safe systems of work, equipment, and training as needed.
   2. The client shall consult with workers and LMATS representatives on work health and safety matters.
   3. The client shall provide uninhibited and simple access to the required test and inspection areas. This includes surface preparation, cleaning, removal of hazardous materials, draining, shutting down, isolation where required, and clear identification of test areas.
   4. The client shall comply with national standards, state-specific and industry-specific safety laws applicable to their sector, including requirements set by the relevant state safety regulators.
   5. Client shall provide site electrical power, water, air and height access facilities unless otherwise agreed.
   6. The client shall not direct LMATS employees to undertake tasks, operate plant or machinery, access areas, or do anything other than those in the original agreed scope of works unless written agreement is provided by LMATS management. 
2. If services are performed at LMATS facility:
   1. All test items shall be safely packaged and delivered to LMATS by the client. Test items that require specialised equipment (e.g. hoisting) may incur additional fees.
   2. Prior to completion of testing, the client may request in writing for items to be returned to the Client and associated costs and liability will be borne by the Client. Otherwise, LMATS at its discretion may dispose test items after 6 weeks from the report issue, or retain and use test items for training, education and marketing purposes.
3. The Client shall nominate the test specification (acceptance criteria) for each test. The Client shall also nominate the sampling requirements (percentage or portion of the items to be tested). If the Client nominates a sampling percentage but not specific parts or areas, LMATS may select parts or areas at random. Defects may remain undetected in areas that are not tested.
4. The Client is responsible for security of personal details of LMATS staff including any proof of identity documents. The Client shall comply with the Privacy Act 1988 and shall follow the Australian Government Guide to Securing Personal Information.
5. The Client confirms that the principal and inspecting authority accept the personnel qualifications for this project as required, which could consist of certification under ISO 9712, AINDT, BINDT (PCN), TWI (CSWIP), ASNT, SNT-TC-1A or similar.
6. General Conditions
   1. This proposal expires at the validity end date shown on page 1 of the proposal, or from 30 days of the proposal date if no end date is provided.
   2. All illustrations, drawings & specifications supplied with quotations are approximate only.
   3. Any indicated job completion times are estimations only and LMATS is not liable failure or delay in delivery.
7. Fees & Variations
   1. All fees and prices provided by LMATS are in AUD excluding GST, unless otherwise stated.
   2. Fees are subject to increase each year from 1 July onwards.
   3. If there is a change to the required scope of work, including test method standard or specification, or if there are unforeseen issues including weather, additional fees may apply or LMATS may revise its fee proposal.
8. Work commencement:
   1. If there is no written agreement to these terms by the Client, the Client will be taken to have accepted these terms of engagement on commencement of the work. Whatever the mode of acceptance, it will have the effect from the time the Client first instructed LMATS .
   2. LMATS may withhold services until the client supplies a written purchase order with reference to the LMATS fee proposal number.
9. Nationwide Allowances and Surcharges - The following apply where relevant.
   1. Site mobilisation / Demobilisation: $180/person within 50km from LMATS ; per person outside 50km from LMATS
   2. Overtime: $75/hour on normal workdays; $125/hour after 9:30pm, before 7:30am, or on a weekend or public holiday.
   3. Conventional (1-page) NDT test reports: fee per report.
   4. Meal allowance: $18 per person applicable after 2 hours overtime.
   5. Minimum invoice: $465 for laboratory testing and $700/person for site works.
   6. Consumable charges: MT/PT $20/aerosol or litre; Radiography films $10/short, $18/long, $30/meter.
   7. Living away from home expenses: $400 per person, per night (whenever the personnel cannot return home on the same night).
   8. Project-related, client-related and non-noted expenses: at cost + 15%. This includes travel (parking, flights, accommodation, car hire, etc), freight, medical tests, consumables, site-specific equipment or PPE, international fees (customs deposit, interest, carnets, currency conversion, bank fees), third party qualification or supplier portals (CCS, ISNetworld, Avetta, PEC Safety, BROWZ, Ariba, Pegasus).
   9. LMATS standard hourly rate $165/hour (unless otherwise stated) applies for standby, inductions (on-site or off-site), permits, job waiting, site delays, repair tests/retests, administration, medical tests, communication (meetings, discussions and correspondence), client or project specific documents or procedures, project management and organising, contract review, supplier approval, additional machining/handling for bulky, awkward, or hard components, or forklift use.
   10. If a site allowance or higher rates are applicable for the site, the additional cost will be borne by the Client. LMATS ' site personnel will be entitled to the same R&R cycle as other site personnel.
   11. Witnessing of LMATS laboratory testing by the client will incur additional 10% on the total invoice amount.
   12. Weekend and Public Holiday will incur a minimum charge of 4 hours.
   13. Cancellation fees apply for work cancelled within 24 hour notice (weekdays / normal business hours only) or within 48hrs (weekends / out of office hours). The fee shall be equal to the applicable crew hourly rate multiplied by either 4 hours or the actual hours spent (whichever is greater), plus expenses.
   14. Minimum Rest period as per Australian Metals Award will be incurred as a nominal hourly rate per person for the additional hours engaged after 14 hour day or intermittent afternoon or night shift, required to make up for a minimum 10 hour break.
10. Testing limitations
    1. As per ISO/IEC 17025:2017 (E) Clause 7.1.3, LMATS applies uncertainty of measurement when providing statements of conformity to a specification. This may result in a “did not comply” result if the acceptance limit is within the uncertainty of measurement of the test result. 
    2. Site inspection and testing will be limited to the areas or components which are safe and accessible during the time that LMATS has allowed for the work. Restrictions due to access, material, geometry or other conditions may result in a deviation from the intended process standard or method. Additional restrictions may be noted on the test report.
    3. The probability of detection (POD) of defects is never 100%. All inspections and tests are subject to error known as uncertainty of measurement. Result accuracy cannot be guaranteed, and some defects may not be detected. Contact LMATS for more information, including methods of increasing POD (for example using advanced testing, complementary methods, increased sampling).
11. Confidentiality: All information provided by one party to the other party is confidential and must not be disclosed by the recipient to a third party unless (a) disclosure is required by law; or (b) disclosure is authorized by the provider of the information on such terms as may be specified.
12. Client credit limits
    1. LMATS  may provide a credit limit, for example $5000 maximum. LMATS management may at its sole discretion change the credit limit, based on client's need or past payment history.  
    2. LMATS may call for trade references to evaluate the credit history of the client and in the event of such references not being satisfactory, or not being supplied as requested; the Company may withhold delivery and terminate the contract forthwith.
13. Invoicing & Payment
    1. Progress payment invoices may be issued (e.g. monthly). If partially completed work is cancelled by the client, LMATS will invoice the partially completed work and will be entitled for payment.
    2. Invoices and invoice reminders will be delivered by email only from .
    3. Payment is accepted by EFT. Cheques incur a handling fee of $150 each.
    4. LMATS uses automatic debt collection software and third-party debt collection and credit reporting agencies. The Client will pay any debt collector fees due to a Client’s breach of the agreed payment terms.
    5. LMATS invoices are subject to The Building and Construction Industry Security of Payment Act 2002 in the case of any Construction Industry work (by definition).
    6. If invoices are not paid within 30 days from the job completion date, a penalty interest of 10% will be charged to the client as per Section 2 of the Penalty Interest Act 1983.
    7. If LMATS ' invoices are not fully paid within the agreed credit terms, LMATS may withdraw or recall LMATS ' reports. If this occurs, LMATS may publish the details of the recall in the public domain and inform the principal or end client that the reports are recalled. Any liability which LMATS may have in connection with the services shall be deemed to have been discharged entirely notwithstanding any other contract term and the Client is thereafter barred from commencing any action or making any claims against LMATS in connection with the Services.
    8. LMATS may withhold services including test results if previous invoices are not paid as per the agreed terms.
14. Secondments are arrangements where an LMATS technician reports to the client on an ongoing basis and does not report to LMATS management daily. In these cases, (1) the Client is responsible to ensure work is completed correctly by the technician, (2) the Client will ensure the correct technician working hours including start and finish times, and (3) the Client has 28 days to dispute any invoice, after this it will be taken that the client has accepted that the work has been completed correctly.
15. LMATS is not restricted from subcontracting part or all the services.
16. The Client shall not solicit LMATS ’ employees or contractors, divulge LMATS ’ employee's or contractor's contact details to another party, or induce LMATS ’ employees or contractors to terminate or breach an agreement with LMATS . The client indemnifies LMATS for direct or indirect losses due to a breach of this clause. This clause shall survive termination of this agreement.
17. Indemnity & Liability
    1. To the extent permissible by law, LMATS ' liability to the Client arising out of or in connection with the Agreement, whether under the law of contract, in tort (including but not limited to negligence), under statute or otherwise in law or equity is limited in the aggregate to LMATS service fee. Any liability which LMATS may have in connection with the Services shall be deemed to have been discharged at the expiration of one year from the completion of the Services and the Client is thereafter barred from commencing any action or making any claims against LMATS in connection with the Services, unless legal proceedings are issued and the associated formal documentation served upon LMATS within that period.
    2. To the extent permissible by law, LMATS is only liable to the Client whether under contract, in tort, under statute or otherwise for any loss, damage or injury to the extent and in proportion to which such loss, damage or injury is caused by the fault of LMATS .
    3. LMATS shall have no liability to the Client for or in any indirect, economic, special or consequential loss or damage including without limitation; loss of actual or anticipated profit or revenue, business interruption or shutdown, loss of production, delay costs in connection with the Service.
    4. The Client indemnifies LMATS for damage to LMATS equipment if the damage is due to the condition of the client's test items, or due to other issues within the Client's control.
    5. LMATS is not liable for the damage, deterioration or loss of items in transit.

LMATS Payment Terms & Conditions Policy

Introduction

Business Name: LMATS

Head Office:
6 Techno Park Drive
Williamstown,Victoria 3016
Phone +61 3 9399 8145

ABN: 41 107 100 925

LMATS

Payment Terms

All invoices shall be paid within 30 days from the job completion date. Otherwise 10% penalty interest will be charged as per Section 2 of the Penalty Interest Act 1983..

LMATS Security  Policy

LMATS uses the services of the National Australia Bank Limited ( NAB ) for its online credit card transactions. The NAB processes online credit card transactions for thousands  of Australian merchants, providing a safe and secure means of collecting payments via the Internet. All online credit card transactions performed on their site using the NAB Transact electronic payments and receivables channel gateway for secured payments.

• Payments are fully automated with an immediate response.
• Your complete credit card number cannot be viewed by LMATS or any outside party.
• All transactions are performed under 128 Bit SSL Certificate.
• All transaction data is encrypted for storage within NAB’s  data centre, further protecting your credit card data.

For more information about NAB Transact and online credit card payments, please see

Note: If you have not recieved email confirmation within a reasonable time please check your spam or junk box.

If you have any enquiries regarding this document and the payment services offered by LMATS please visit our website at www.lmats.com.au

These terms override any other terms and conditions provided by the Supplier. 

1. Definitions and interpretation

• Supplier: the Party providing services as more particularly in Purchase Order and/or The Scope of Works.
• LMATS : LMATS Pty Ltd (the Client)
• Purpose: Is for the Supplier to provide Services described more particularly in The Scope of Works.
• Confidential Information: Any information which is not publically available and relates to either party’s operations, strategic plans, intentions, market opportunities, know-how, trade secrets or business affairs, in any form, including oral, visual or documented.
•  Services: Includes provision of goods and/or services. 

2. Services
(a) Within reason, the Services will be conducted by the Supplier in accordance with The Scope of Works for the agreement period following the execution of the Agreement, to be renewed by mutual agreement.
(b) The Supplier warrants that the Services and each part thereof has been and will be carried out: with all the skill, care and diligence as should be exercised by a fully qualified, experienced, competent and first-class supplier, fully skilled and experienced in the carrying out of work similar in nature, complexity and extent; using work methods and practices in accordance with all applicable Laws, standards and regulations in the Country; using only equipment and materials which are of good quality, sufficiently strong, properly designed for the project Site operations, and with an adequate strength and stability for each load, particularly with regard to mounting or fixing points, and fit for the purpose and use for which they are intended; and so that any Supplier’s Equipment is positioned or installed to prevent the risk of injury.
(c) The Supplier shall comply with the Laws, standards and/or regulations of the Country where activities are to be performed. The Supplier shall obtain all relevant permits required by the Supplier to carry out the Services, and the Supplier shall comply with all permits. The Supplier shall indemnify and hold LMATS harmless against and from the consequences of any failure to comply with this Clause in relation to the Services performed by the Supplier.
(d) The Supplier shall observe all Laws, standards and regulations in the Country regarding current health and safety regulations in relation to the Services as well as any requirements of the site, asset owner or LMATS .
(e) In addition to any requirements under any Laws in the Country, the Supplier shall as a minimum for all Services: plan the Services and produce necessary risk assessments; make documentation available at the Site to demonstrate conformity with legal requirements, such as: records of examination, maintenance, test, driver training, safety plans, daily reports and site reports; and make documentation available in accordance with LMATS ’s requirements.
(f) The Supplier undertakes and confirms: that they have knowledge of the climatic, hydrological and general conditions on the Site; that no obstacles, delays or cost increases in their supply or execution of the Services are foreseen; and that the performance of the Services will be in accordance with the applicable Laws, standards and regulations in the Country, and otherwise in accordance with LMATS ’s work instructions.
(g) The Supplier shall arrange and carry the costs of all other permits, licenses, consents, approvals, and authorizations required to enable each Supplier’s Personnel to perform the Services, including all work permits and visas required for such Supplier Personnel. The Supplier shall ensure that in respect of each Supplier’s Personnel who require a form of permit or permission to work in the relevant Country, it complies in full of its legal and tax obligations to verify the validity of all such permits and permissions.
(h) The Supplier shall participate in any and all briefings relating to the Services called by LMATS .
(i) The Services shall not be modified without agreement in writing by LMATS . LMATS is entitled to instruct Variations to the Supplier under this Agreement, the Service Contract including but not limited to ordering additional equipment.
(j) The Supplier shall be fully responsible for ensuring the safe operation of all Supplier’s Equipment used by the Supplier or its Subcontractors at Site complying with any Site, LMATS or client requirements.
(k) The Supplier will abide by LMATS ’s policies which may change from time to time and any applicable procedures and specifications provided by LMATS .
(l) LMATS shall during the term of the Agreement be a preferred customer of Supplier. The cooperation between Supplier and LMATS shall be given absolute top priority on all levels, including in connection with daily management and availability and bookings on the Supplier´s capacity. The Supplier shall continuously give first priority to orders and the execution of Maintenance Services towards LMATS .
(m) The Supplier shall in accordance with this Agreement and otherwise in accordance with Good Industry Practice provide all Services and remedy all improper performance or Defects caused by the Supplier according to this Agreement. The Supplier shall conduct the Services taking in consideration the highest standard available for this kind of Services. Good Industry Practice means those practices, methods, acts, techniques and standards which are prudent and in accordance with applicable and best practice for Supplier providing equipment and personnel for the purpose of servicing wind turbines for projects of a similar size and complexity as that of the Services.
(n) In the performance of the Services, the Supplier shall take all reasonable steps necessary to protect the environment on Site and to limit damage and nuisance to people and property resulting from pollution, noise, and other consequences of his operations on Site, as well as keep within all values prescribed by Laws and mandatory standards.
(o) The Supplier shall take all necessary precautions to avoid property or environmental damage during the performance of the Services. The Supplier is responsible for the removal of damage caused by the Services.
(p) The Supplier shall be responsible for avoiding pollution of the Site and must comply with all applicable environmental Laws. Contaminated or special waste is to be disposed of to a registered location, and such disposal shall be documented.
(q) Upon completion of the Services, the Supplier shall clear away and remove all Supplier’s Equipment, surplus material, wreckage, and rubbish related to Supplier’s work, leaving the Site and the work in a clean and safe condition.
(r) The Supplier shall not be entitled to subcontract in whole or in part the Services without prior written consent from LMATS .

3. Equipment
The parties agree that:
(a) The Supplier shall be responsible for all the Supplier’s Equipment at Site. When brought on to the Site, Supplier's Equipment shall be deemed to be exclusively intended for the execution of the Services.
(b) In the event of breakdown of the Supplier’s Equipment, the Supplier shall promptly make good or replace this equipment. The Supplier shall use its best endeavours to ensure that, in the event of a breakdown of any of the Suppliers’ Equipment, as the case may be, a repair of Suppliers´ Equipment will be effectuated so that normal use is re-established within twenty-four (24) hours from start of the said breakdown. In the event that such repair has not been completed and normal use re-established within twenty-four (24) hours, the affected Supplier’s Equipment shall be replaced by the Supplier.
(c) Any tools, equipment, devices and/or documents transferred by LMATS to Supplier enabling them to provide Services, shall at all times while being in Supplier’s possession be clearly marked Property of LMATS in a non-erasable manner. Such tools, equipment, devices and/or documents shall be kept and used at Supplier’s own risk and liability only for the purposes of providing Services, and Supplier will at own costs secure that they are properly insured. The tools, equipment, devices and/or documents shall be returned immediately to LMATS upon termination of this Agreement or at LMATS ’s demand.

4. Damage, Defects and Warranty Period
The parties agree that:
(a) The Supplier shall exercise all reasonable skill, care, and diligence in the performance of the Services. The Supplier is responsible for any damage he or any Supplier´s Personnel may cause due to their lack of professional competence or non-observance of ordinary precautions, even in case any such damages occur after the completion of the Services.
(b) The Supplier warrants that the Services shall be free from Defects and guarantees that the Services completed are the right ones in meeting LMATS ’s requirements and specifications contained in this Agreement.
(c) The Defects warranty period for Services shall be two (2) years from completion of the Services.
(d) The Defects warranty period under this Agreement shall not be regarded as a waiver of any right or remedy that LMATS is entitled to under the Laws.
(e) If during the Defects warranty period any Defects are identified in the Services, the Supplier shall at its own costs, in consultation and agreement with LMATS regarding appropriate remedying measures, revise, redo or otherwise make good such Defects after receipt of LMATS ’s notification of Defect. The Supplier shall also be responsible for any damage or loss to LMATS caused by such Defects. In case the Supplier fails to start the remedial action without undue delay after his receipt of the Defects notification from LMATS , LMATS shall be entitled to remedy the Defects at the Supplier’s risk and cost.
(f) For any part of the work that has been repaired or replaced by the Supplier during the Defects warranty period, the Supplier shall be liable for Defects in such repaired or replaced part of the work for one (1) year from the completion of the repair or replacement or for the rest of the original Defects warranty period, whichever is longer.
(g) The Supplier shall not be responsible for any Defects caused solely by the Supplier’s compliance with specific and absolute requirements stipulated by LMATS unless the Supplier knew or ought to have known that such requirements could potentially give rise to Defect(s).
(h) LMATS ’s payment after inspection and acceptance of the Services or any part thereof shall not include any waiver of LMATS ’s rights as stated under the Agreement.

5. Confidentiality
(a) Any confidential information transferred between the parties must be held in confidence and the confidentiality must be maintained.
(b) Neither party shall make use of the confidential information to the commercial, financial or competitive disadvantage of the other party.
(c) This clause shall survive termination of the agreement.

6. Delays and Suspension
The parties agree that:
(a) If the Supplier fails to Complete all Services under a Service Contract by the agreed Date for Completion the Supplier must pay to LMATS delay liquidated damages at the Delay Liquidated Damages Rate for each day of delay (or part thereof) between the Date for Completion and the earlier of: the Date of Completion; or the date on which the relevant Service Contract is terminated by LMATS .
(b) Delay liquidated damages are due within five (5) days of a written demand made by LMATS . The payment of liquidated damages does not exclude LMATS ’s right to: claim compensation for any other loss or damage suffered due to such delay; and/or exercise any other right LMATS may have in contract or in law.
(c) The Parties agree that delay liquidated damages are a genuine, fair and reasonable pre-estimate of the loss and damages likely to be sustained by LMATS as a result of the Supplier's failure to Complete all Services under a Service Contract by the Date for Completion.
(d) The Supplier's total aggregate liability for delay liquidated damages in respect of a Service Contract shall be limited to One hundred percent (100%) of the Contract Price.

7. Liability
The parties agree that:
(a) The risks of loss or damage to physical property and of death and personal injury which arise as a consequence of the performance of the Agreement shall be allocated between LMATS and the Supplier as follows.
(b) LMATS ’s risks, are the act, neglect or omission or breach of contract or of statutory duty of LMATS or of their respective employees or agents except where expressly made the responsibility of the Supplier under this Agreement or in a Contract; and change of Laws provided such change substantially changes the scope of works set out by LMATS .
(c) The Supplier’s risks are all risks other than those identified as LMATS ’s risks.
(d) Subject to the limitations set out in this Agreement, either Party shall defend, indemnify and hold harmless the other Party, its Affiliates and its or their directors, officers, employees, agents representatives, successors and assigns against any and all suits, actions or proceedings and from any and all claims, demands, losses, proceedings, damages, costs, charges, expenses or liabilities due to or resulting from any negligence or breach of this Agreement by the Indemnifying Party, its agents or employees and, where the Indemnifying Party is Supplier, its Subcontractors.
(e) Subject to this subclause and unless otherwise derived from this Agreement, neither Party shall be liable to the other Party for any loss of production, loss of profit or any other indirect loss whatsoever suffered by the other Party in connection with this Agreement, unless specifically provided for elsewhere in this Agreement or a Contract. Liquidated damages incurred by either Party shall not be considered an indirect loss.
(f) Notwithstanding anything to the contrary in this Agreement in general, no exclusion or limitation of liability as set out in this Agreement shall apply or have any validity in the event of (i) wilful misconduct or fraudulence; (ii) gross negligence; (iii) in case of death or personal injury; or (iv) mandatory liability under the applicable law.
(g) The Supplier shall indemnify LMATS on an after tax basis for and in respect of any income tax, national insurance and social security contributions and any other liability, deduction, contribution, assessment or claim arising from, or in connection with, the Supplier or any other persons working for or provided by the Supplier being, or being treated as, employees of LMATS and/or any person other than the Supplier, where such recovery is not prohibited by law.
(h) The Supplier shall further indemnify LMATS on an after tax basis against all reasonable costs, expenses and any penalty, fine or interest incurred or payable by LMATS in connection with or in consequence of: any such liability, deduction, contribution, assessment or claim referred to in this clause; or any liability arising from any employment-related claim or any claim based on worker status (including reasonable costs and expenses) brought by the Supplier, or any of those persons working for or provided by the Supplier, against LMATS or any other person arising out of or in connection with the provision of the Services as described in, and contemplated by, this Agreement.
(i) LMATS may at its option satisfy the indemnities in this clause (in whole or in part) by way of deduction from any payments which are payable to the Supplier.
(j) This clause shall survive termination of the agreement.

8. Intellectual Property
(a) LMATS ’s Intellectual Property Rights shall at all times remain the property of LMATS . LMATS grants the Supplier a non-exclusive, revocable, royalty-free and world-wide licence to use LMATS ’s Intellectual Property Rights solely in relation to the performance of Services under a Service Contract.
(b) The Supplier warrants that:
(c) all Services and their use and supply will not breach any patent, trademark, copyright or other Intellectual Property Right;
(d) LMATS will not have to pay any licence fee, royalty, or other amount to any person in connection with the ownership, use or operation of the Maintenance Services; and
(e) there are no terms, conditions or restrictions (such as patent conditions) which will become binding on LMATS as a result of the performance of the Services.
(f) LMATS will be entitled to all Intellectual Property Rights which are created or arise as a result of, or in the course of, the performance of any Services. Without derogating from anything else stated in this Agreement, the Supplier grants to LMATS a permanent, irrevocable, royalty-free, world-wide, non-exclusive licence (including a right of sub-licence) to use, reproduce, adapt and communicate all of the Supplier’s Intellectual Property Rights existing prior to this Agreement, insofar as such licence (or sub-licence) is necessary for the use, service or repair, by LMATS of the Services.
(g) The Supplier will execute and deliver to LMATS any deeds, agreements or other documents which LMATS might reasonably require to transfer or assure to LMATS any Intellectual Property Rights to which LMATS is entitled.
(h) In this Clause, "infringement" means an infringement or alleged infringement of any patent, registered design, copyright, trademark, trade name, trade secret or other Intellectual Property Right relating to the Maintenance Services; and "claim" means a claim or proceedings pursuing a claim alleging an infringement.
(i) In the event of a claim and notwithstanding the above, the Supplier shall always, as part of its cure of the default, be entitled to substitute the infringing items with non-infringing items as a cure for any claims of infringement.
(j) This clause shall survive termination of the agreement.

9. Insurances
(a) The Supplier shall maintain and provide a copy of currency of insurance for professional Indemnity, Public Liability and Workcover to the agreed limits specified by LMATS . As a minimum the insurance limits shall be a minimum of $5,000,000 for Professional Indemnity (if applicable) and $20,000,000 for Public Liability insurance.
(b) The supplier shall insure their own assets.
(c) This clause shall survive termination of the agreement.

10. Non-solicitation and Non-compete
(a) The parties agree that they shall not solicit any employee or independent Supplier of either party, nor shall they induce any employee or independent Supplier associated with either party to terminate or breach an employment, contractual or other relationship with either party.
(b) The Supplier agrees not to compete with LMATS by directly approaching LMATS ’s existing clients or supplying services directly to LMATS ’s clients. The Supplier shall not work concurrently with LMATS ’s competitors while working on LMATS ’s projects.
(c) This clause shall survive termination of the agreement.

11. Termination
(a) LMATS has the right to postpone or terminate the Contract for any reason. Notice of termination by LMATS shall be minimum 1 week prior to work commencement. Notice of postponing shall be minimum 24 hours prior to work commencement.
(b) The parties may terminate this Agreement with immediate effect if the other party becomes bankrupt, or insolvent, goes into liquidation, has a receiving or administrating order made against them, is in material breach of this Agreement, or fails to make good an obligation after provision of notice to correct.
(c) Upon termination of this contract, the Supplier shall return all LMATS ’s equipment, property, records, documents etc in whatever form, within 24 hours to LMATS . The Supplier must not keep any copies, in any form whatsoever information without the written permission of LMATS .
(d) Notice of termination by the Supplier shall be a minimum 3 months when actively engaged on LMATS ’s projects. If a Supplier fails to give notice, then the Supplier shall be liable to pay the additional cost of working to LMATS to complete ongoing projects wherever the Supplier was engaged.

12. Governing law and jurisdiction
(e) This agreement is governed by the laws of Victoria.
(f) The parties irrevocably submit to the non exclusive jurisdiction of the courts of Victoria.

13. General
(a) Each party must take all actions necessary to ensure full effect to this agreement.
(b) Any variation to this agreement must be in writing and signed by both parties.
(c) Any notice required or permitted to be given hereunder shall be in writing.
(d) A person who is not a party to this agreement shall have no right under the Contracts (Rights of Third Parties) Act (Cap. 53B) to enforce any of its terms.
(e) The heading of titles used throughout this agreement are interested for reference purposes only and are not to be considered or taken into account in considering this agreement or any terms and conditions thereof, nor shall they be deemed to qualify, modify or explain any of such terms and conditions or the effect thereof.
(f) The supplier shall pay his Superannuation and other statutory entitlements such as public holidays, annual & personnel leaves, GST, income tax and the payroll tax (if applicable).