1 Definitions and Interpretation

1.1 “We”, “our”, “Gauge”, or “the Company” means Gauge Refrigeration Management Pty Ltd (ACN 61 680 017 789) when trading in Australia and Gauge Refrigeration Management Ltd (NZBN 9429046276054) when trading in New Zealand, including their authorised agents and representatives.

1.2 “Client” or “you” means the person, firm, or entity purchasing Goods or Services from us, and—where the context permits—any person acting on the Client’s behalf with actual or ostensible authority.

1.3 “Goods” means any tangible products we supply, including physical course materials and proprietary hardware.

1.4 “Services” means any work we perform, including consulting, training, risk assessments, documentation, and related deliverables.

1.5 “Products” is a collective term for Goods and Services.

1.6 “PPSA” means the Personal Property Securities Act 2009 (Cth) in Australia and the Personal Property Securities Act 1999 in New Zealand, as applicable.

1.7 “Business Day” means a day other than a Saturday, Sunday, or public holiday in the place where the Services are principally delivered.

1.8 Headings are for convenience only and do not affect interpretation. Words importing the singular include the plural and vice versa.

2 Acceptance and Scope

2.1 These Terms govern every quotation, sale, or supply of Products by us to the Client, whether initiated online, in writing, or verbally. A contract is formed upon the earliest of: (a) the Client’s written or oral acceptance of a quotation; (b) the Client placing an order; or (c) our commencement of any substantive work at the Client’s request.

2.2 Where Services are performed in Australia, the relevant Australian provisions of these Terms apply. Where Services are performed in New Zealand, the relevant New Zealand provisions apply. For multi‑jurisdiction engagements, the parties may agree in writing which jurisdiction governs specific deliverables; otherwise the principal place of performance prevails.

2.3 No additional or inconsistent terms submitted by the Client (e.g. on purchase orders) bind us unless expressly accepted in writing by a director of the Company.

3 Quotations, Pricing, and Variations

3.1 Unless otherwise stated, quotations remain valid for 30 calendar days.

3.2 Prices are exclusive of GST and delivery charges unless specified. Prices may be adjusted to reflect: a) documented changes in scope requested by the Client; b) material increases in third‑party or travel costs beyond our reasonable control; or c) statutory imposts, levies, or foreign exchange movements affecting imported items.

3.3 Line items offered at preferential rates are conditional on acceptance of the full scope. Partial acceptance may require repricing.

3.4 Any estimate labelled “Placeholder”, “budgetary”, “indicative”, or similar is non‑binding.

4 Payment Terms

4.1 Deposit – We may require up to 20 % of the quoted value as a non‑refundable deposit for new Clients or high‑value engagements. Deposits are credited against the final invoice.

4.2 Progress Claims – For engagements exceeding AUD 5 ,000 (or NZD 5 ,000) we may invoice on milestone or monthly progress. Each progress claim invoice is payable by the 20th day of the month following the invoice date, unless agreed otherwise in writing.

4.3 Early‑Payment Discount – A 10 % discount (excluding disbursements) applies if the invoice is paid within 7 calendar days of issue and the Client annotates the remittance accordingly.

4.4  Invoice on Commencement of Works Unless otherwise agreed in writing, an invoice for the full quoted amount (or first agreed milestone) will be issued upon commencement of the works. “Commencement” is defined as the start of any substantive activity related to the project, including planning, travel arrangements, documentation preparation, or on-site engagement. Standard payment terms apply unless varied by written agreement.

4.4 Late Payment – Overdue sums attract interest at 2 % per month, calculated daily. We may suspend work or withhold deliverables until all arrears (including interest) are cleared.

4.5 Costs of Recovery – The Client indemnifies us for all reasonable costs of debt recovery, including legal and agency fees on a full‑indemnity basis.

4.6 Payment Methods – We accept bank transfer, Visa, Mastercard, American Express, and PayPal (subject to the platform’s terms). Credit‑card surcharges may apply.

5 Delivery of Goods

5.1 Risk passes to the Client upon the earliest of: (a) delivery to the Client’s nominated address; (b) collection by the Client or its carrier; or (c) seven days after we notify the Client that Goods are ready for dispatch.

5.2 Title transfers only when all amounts owing to us for those Goods (including interest and recovery costs) are paid in full.

5.3 The Client grants us a first‑ranking security interest in the Goods and their proceeds until title passes and authorises us to register that interest on the PPSR (AUS or NZ). The Client waives any right to receive PPSA notices to the extent permitted by law.

5.4 We are not liable for any delay in delivery beyond our reasonable control. Partial deliveries constitute a separate contract and payment obligation.

6 Travel and Accommodation

6.1 Travel is quoted at economy‑class airfares (or equivalent best‑fare‑of‑the‑day) plus reasonable accommodation and per‑diem expenses. Where travel conditions change (e.g. accommodation shortages or fare hikes), we will seek the Client’s written approval for any additional cost before incurring it.

6.2 Mileage within Australia is charged at the rate of $1.00/kilometre and within New Zealand at $1.20/kilometre

7 Training Services

7.1 Course Availability – Published dates are indicative and may be amended for insufficient enrolments, trainer illness, or WHS/HSWA concerns.

7.2 Prerequisites – All learners must complete any required e‑learning modules beforehand and possess functional English (IELTS 5.5 or Australian Year 10/NZ Level 1 equivalence). Special requirements must be advised in advance.

7.3 PPE – Learners must supply and wear prescribed PPE. Non‑compliance may result in exclusion without refund.

7.4 Competency Assessment – Learners are assessed as Competent (C) or Not Yet Competent (NYC). Re‑assessment attracts a fee of AUD/NZD 185 per hour.

7.5 Hosting – Where courses run on the Client’s site, the Client must provide an adequately sized room, climate control, projector/screen, whiteboard, seating, amenities, and comply with local safety regulations.

7.6 Cancellation Fees (Training & Services)

Notice Period	Fee
≥ 14 Business Days	No charge
5–13 Business Days	50 % of quoted cost
< 3 Business Days or No‑Show	100 % of quoted cost

8 Consulting Services (WHS/OHS & HS)

8.1 Our role is advisory. Implementation and ongoing maintenance of any recommended safeguard or risk control rest exclusively with the Client.

8.2 We are not liable for losses arising from the Client’s failure to review, implement, or maintain recommended measures.

8.3 Client Cooperation and Document Access To enable the effective delivery of our consulting and audit services, the Client agrees to make available all relevant documentation, permits, records, and personnel required for the scope of work. This includes, but is not limited to, safety management plans, equipment registers, training records, hazardous substances documentation, and emergency procedures. Failure to provide timely access to such information may limit the completeness or accuracy of our findings and recommendations. Where documentation is not made available within the agreed timeframe, the resulting report may be finalised based on available evidence, as outlined in Clause 9.5.

9 Documentation and Intellectual Property

9.1 Unless otherwise agreed, deliverables are supplied in PDF and editable formats (DOC, XLS, or native application files).

9.2 The Client receives a perpetual, non‑exclusive licence for internal use. Modification, Redistribution, resale, or external publication requires our prior written consent.

9.3 All intellectual property remains vested in us. Unauthorised use may result in injunctive relief and damages.

9.4 Deliverables are deemed practically complete upon submission of the first comprehensive draft containing all agreed content, notwithstanding minor editorial refinements.

9.5 Audit Documentation Requests – Client Obligations Where documentation, permits, procedures, or records are requested for audit, assessment, or reporting purposes, the Client must provide all reasonably required materials within 7 calendar days of the site inspection or written request—whichever is later. If the requested documentation is not submitted within this period, we reserve the right to issue the deliverable (including any safety, audit, or compliance report) as a practically complete draft based on available information.

The Client is entitled to one (1) round of rework or amendment to incorporate late-provided documentation, provided such materials are submitted within a further 3 days of receiving the draft. Any subsequent revisions, additions, or repeat evaluations will incur additional charges at our standard consulting rate, unless otherwise agreed in writing.

10 Returns, Rescheduling, and Force Majeure

10.1 Returns of tangible Goods require our prior written approval, must be made within 72 hours of delivery, and be in re‑saleable condition. A restocking fee of AUD/NZD 20 or 20 % of invoice value (whichever is greater) applies. Return freight and insurance are at the Client’s cost.

10.2 We are not liable for delay or failure to perform caused by events beyond our reasonable control, including but not limited to natural disasters, pandemics, supplier failure, or transport disruption.

11 Liability and Statutory Guarantees

11.1 Nothing in these Terms excludes or limits any consumer guarantees that cannot be excluded under the Competition and Consumer Act 2010 (Cth) or the Consumer Guarantees Act 1993 (NZ).

11.2 Where Products are acquired for business purposes within the meaning of the CGA, the statutory guarantees in that Act do not apply.

11.3 To the maximum extent permitted by law, we are not liable for indirect, consequential, or economic loss, including loss of profit or opportunity, and our aggregate liability under any contract is limited at our election to: (a) re‑supply of the Products; or (b) refund of the Price actually paid for the affected Products.

11.4 The Client indemnifies us against third‑party claims arising from the Client’s breach of these Terms or misuse of the Products.

12 Privacy and Confidentiality

12.1 We collect, use, and disclose personal information in accordance with the Privacy Act 1988 (Cth) and the Privacy Act 2020 (NZ). A copy of our privacy policy is available on request.

12.2 Both parties must treat all proprietary or commercially sensitive information received under the engagement as confidential, unless required by law or with the other party’s written consent.

13 Dispute Resolution and Governing Law

13.1 The parties must attempt to resolve any dispute through good‑faith negotiation within 10 Business Days of notice. If unresolved, either party may refer the matter to mediation administered by the Resolution Institute (or successor body) in the capital city of the governing jurisdiction.

13.2 Governing Law – Where the principal place of performance is: a) Australia – this contract is governed by the laws of the State or Territory in which the Services are delivered, and the Courts of that State or Territory have non‑exclusive jurisdiction. b) New Zealand – this contract is governed by the laws of New Zealand, and the New Zealand Courts have non‑exclusive jurisdiction.

13.3 Nothing prevents either party from seeking urgent interlocutory relief in any court of competent jurisdiction.

14 General Conditions

14.1 Amendments – We may amend these Terms by giving at least 14 days’ written notice or by posting the revised version on our website. The amended Terms apply to orders placed after the effective date.

14.2 No Waiver – Failure to exercise any right is not a waiver of that right.

14.3 Severability – If any provision is invalid or unenforceable, the remaining provisions remain in full force.

14.4 Assignment – The Client may not assign or transfer its rights or obligations without our prior written consent. We may assign our rights upon giving the Client written notice.

14.5 Entire Agreement – These Terms, together with any accepted quotation or schedule, constitute the entire agreement between the parties concerning the subject matter and supersede all prior representations.

14.6 Notices – Notices under these Terms must be in writing and deemed received when delivered by hand, email (with confirmation of transmission), or registered post to the last known address.

© 2025 Gauge Refrigeration Management. All rights reserved.