Terms of Service

Definitions

  • “Company” means DALI Solutions Pty Ltd (ABN: [insert ABN]), its successors and assigns, or any person acting on behalf of and with the authority of DALI Solutions.

  • “Client” means the person(s) or entity purchasing Services from the Company, as specified in any invoice, document, or order. If there is more than one Client, references to “Client” bind each Client jointly and severally. If the Client is a partnership, it binds each partner jointly and severally; if it is a trust, it binds the trustee in that capacity; and “Client” includes the Client’s executors, administrators, successors, and permitted assigns.

  • “Services” means all lighting control design, consultancy, documentation, programming, and related services supplied or to be supplied by the Company to the Client (where “Services” and “Goods” from DALI Solutions original terms have been reinterpreted to reflect service delivery).

  • “Deliverables” means any reports, drawings, design documents, programs, or other outcomes delivered by the Company as part of the Services.

  • “Site” means the location(s) nominated by the Client where the Services are to be performed or where equipment is to be installed.

  • “Price” means the amount payable by the Client to the Company for the Services, as agreed between the parties in accordance with clause 3 below.

  • “GST” has the same meaning as in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

Acceptance

  1. The Client is taken to have exclusively accepted, and is immediately bound jointly and severally by, these Terms if the Client:
    1.1. places an order for any Services; or
    1.2. accepts delivery of any Deliverables.

  2. Any variation to these Terms must be in writing and signed by an authorized representative of DALI Solutions. In the event of any inconsistency between these Terms and any other document or agreement, these Terms prevail.

Services

  1. Scope of Services. DALI Solutions shall provide lighting control design and related consultancy services as set out in the Proposal or Quote provided to the Client. The Company’s obligations include:
    1.1. initial consultation to determine Client requirements;
    1.2. preparation of design concepts, schematics, and bill of materials;
    1.3. programming and commissioning of DALI systems;
    1.4. documentation of design drawings and user manuals;
    1.5. testing, verification, and handover to the Client.

  2. Change Requests. If the Client requests any variation to the agreed Scope of Services after acceptance, the Company will notify the Client of any impact on Price, timeline, or deliverables. Additional work will not proceed until the Client has provided written approval, including revised Price or time‐estimate.

Price and Payment

  1. Quoted Price. The Price for Services will be as set out in the Company’s Proposal or Quote, exclusive of GST. Where a lump‐sum or fixed‐fee arrangement is agreed, the Price remains fixed unless varied under clause 2 of this section.

  2. Additional Costs. If the Client requests work outside the agreed Scope of Services (clause 2 of “Services”), the Company will issue a Change Order. Any additional Price for that Change Order must be agreed in writing prior to commencement.

  3. Payment Terms. Unless otherwise stated in the Proposal/Quote, payment terms are:
    3.1. 50 % deposit upon acceptance of work; and
    3.2. 50 % upon completion and prior to delivery of final Deliverables.

  4. Invoices. The Company may invoice the Client at any time for Services performed to date or upon milestones where specified. All amounts are payable in AUD.

  5. Late Payment. If the Client fails to pay any amount by the due date, the Company may charge interest on the overdue amount at 1.5 % per month (or the maximum rate permitted by law), calculated daily from the due date until paid.

Delivery of Services and Deliverables

  1. Timeline. The Company will use reasonable endeavors to deliver Services and Deliverables in accordance with the timeline set out in the Proposal/Quote. However, all dates are estimates only.

  2. Acceptance Testing. Upon delivery of Deliverables, the Client shall have 5 business days to review and accept or provide feedback. If no issues are raised in writing within that period, the Deliverables are deemed accepted.

  3. Intellectual Property in Deliverables.
    3.1. All Intellectual Property Rights (including copyright) in any Deliverables remain with the Company until full payment is received.
    3.2. Upon full payment, the Company grants the Client a non-exclusive, perpetual, worldwide license to use those Deliverables for the Client’s own lighting control projects.
    3.3. The Company retains the right to reuse any general methodologies or know-how developed during the engagement, provided no confidential Client information is disclosed.

Warranties and Liability

  1. Company’s Warranty. DALI Solutions warrants that:
    1.1. it will perform Services with due care and skill, in a professional manner; and
    1.2. any Deliverables will substantially conform to any specifications set out in the Proposal/Quote and will be free from defects for a period of 30 days from acceptance.

  2. Client’s Warranty. The Client warrants that it has all necessary rights to grant the Company access to the Site and any equipment or information required to perform the Services.

  3. Exclusions. To the full extent permitted by law, the Company excludes all other warranties, whether express or implied, including but not limited to merchantability or fitness for a particular purpose.

  4. Liability.
    4.1. Subject to clause 4.2, the Company’s total liability for any claim arising out of or in connection with these Terms, whether in contract, tort (including negligence), statute, or otherwise, is limited to the total Price paid by the Client for the Services.
    4.2. The Company is not liable for any:
    • indirect, special, or consequential loss or damage;
    • loss of profits, loss of business, or loss of opportunity;
    • loss or corruption of data, whether or not foreseeable.
    4.3. Nothing in these Terms limits liability that cannot be excluded under applicable law (e.g., liability for death or personal injury caused by negligence).

Termination

  1. By the Client. The Client may terminate these Terms at any time by giving 14 days’ written notice. On termination:
    1.1. The Client must pay the Company for all Services performed to the date of termination (including any reasonable demobilization costs);
    1.2. The Company will deliver any completed Deliverables and materials for which payment has been made.

  2. By the Company. The Company may terminate:
    2.1. Immediately if the Client fails to pay any amount when due and fails to remedy within 7 days of written notice; or
    2.2. Immediately if the Client becomes insolvent, enters into liquidation, or has a receiver appointed.

  3. Effects of Termination. Termination does not affect rights and remedies that have already accrued to either party.

Confidentiality

  1. Each party shall keep confidential all information disclosed by the other party that is marked or reasonably understood to be confidential.

  2. This clause does not apply to information that is:
    2.1. already in the public domain other than through breach of these Terms;
    2.2. independently developed without reference to the other party’s confidential information;
    2.3. required to be disclosed by law, provided the disclosing party gives reasonable notice to the other.

General

  1. Relationship. Nothing in these Terms creates a partnership, joint venture, or agency relationship between the parties.

  2. Force Majeure. Neither party is liable for any delay or failure to perform due to events beyond its reasonable control (e.g., natural disaster, strike, act of government). The affected party must promptly notify the other and use reasonable efforts to resume performance.

  3. Assignment. The Client may not assign its rights or obligations without the Company’s prior written consent. The Company may assign or subcontract without restriction.

  4. Notices. All notices must be in writing and delivered by hand, pre-paid post, or email to the address specified in the Proposal/Quote (or as updated in writing). Notices are deemed given:
    • if by hand: on delivery;
    • if by post: 3 business days after posting;
    • if by email: upon receipt of a delivery receipt.

  5. Severability. If any provision of these Terms is held invalid or unenforceable, that provision is severed and the remainder continues in force.

Governing Law and Jurisdiction

These Terms are governed by and construed in accordance with the laws of New South Wales, Australia. Each party submits to the exclusive jurisdiction of the courts of New South Wales.