1.  DEFINITIONS & INTERPRETATION 

In these Terms of Service, unless the context otherwise requires:

“Agreement”  means the agreement between Matai and the Client for the provision of Services, comprising these Terms, any Service Proposal or Quote accepted by the Client, and any specific service agreement or Schedule entered into by the parties.

“Australian Consumer Law”  means Schedule 2 of the Competition and Consumer Act 2010 (Cth).

“Client”  means the person, company, or organisation engaging Matai for the provision of Services.

“Confidential Information”  means all information disclosed by one party to the other that is identified as confidential or that a reasonable person would understand to be confidential in the circumstances, including but not limited to security plans, site information, personnel information, and pricing.

“Fees”  means the fees payable by the Client for the Services, as set out in the Service Proposal or as otherwise agreed in writing.

“Force Majeure Event”  means  means any event beyond the reasonable control of a party, including natural disasters, acts of God, pandemics, civil unrest, government actions, or failure of telecommunications or utility infrastructure.

“Intellectual Property Rights”  means  means all copyright, trade marks, patents, designs, confidential information, and all other intellectual property rights, whether registered or unregistered.

“Matai”  means Matai Protective Services (ABN: 37 687 878 360), its officers, employees, agents, and subcontractors.

“Personnel”  means any employee, officer, contractor, or subcontractor of Matai deployed in connection with the Services.

“Service Proposal”  means a written proposal, quote, or scope of works provided by Matai to the Client describing the Services to be provided and the applicable Fees.

“Services”  means the security and protective services to be provided by Matai to the Client, as described in the Service Proposal or relevant service agreement.

“Site”  means the premises or location at which the Services are to be delivered.

2. FORMATION OF AGREEMENT & ACCEPTANCE 

2.1.  These Terms of Service govern all Services provided by Matai Protective Services to Clients. By accepting a Service Proposal, signing a service agreement, or otherwise engaging Matai to provide Services, the Client agrees to be bound by these Terms.

2.2.  Where there is any inconsistency between these Terms and a specific service agreement or Schedule entered into by the parties, the specific service agreement or Schedule will prevail to the extent of the inconsistency.

2.3.  These Terms may be updated by Matai from time to time. The version of the Terms in effect at the time Services are engaged will apply to that engagement. Continued engagement of Matai’s Services following notification of any update constitutes acceptance of the updated Terms.

2.4.  These Terms apply to the exclusion of any terms and conditions proposed by the Client, unless expressly agreed in writing by Matai.

3. PROVISION OF SERVICES 

3.1.  Matai agrees to provide the Services to the Client in accordance with the Agreement, exercising reasonable skill and care, and in compliance with all applicable Queensland and Australian laws and regulations.

3.2.  Matai will ensure that all Personnel deployed to provide Services hold valid Queensland security licences and all other required certifications and clearances as applicable to the Services being provided.

3.3.  Matai reserves the right to engage qualified subcontractors to assist in the delivery of Services. Matai remains responsible for the conduct and performance of any subcontractors engaged.

3.4.  Matai will provide Services in accordance with the scope agreed in the Service Proposal or service agreement. Any material changes to the scope of Services must be agreed in writing by both parties prior to implementation.

3.5.  Matai will use reasonable endeavours to provide continuous and uninterrupted Services. However, Matai does not guarantee that the provision of Services will prevent all criminal acts, security breaches, or loss, and the Client acknowledges that security services do not eliminate risk entirely.

3.6.  Matai Personnel remain employees or contractors of Matai at all times. The Client must not direct, supervise, or control Matai Personnel in a manner that creates an employment relationship between the Client and those Personnel.

4. CLIENT OBLIGATIONS 

4.1.  The Client must provide Matai with timely, accurate, and complete information necessary for the provision of Services, including details of the Site, operational requirements, known risks, and any relevant health and safety information.

4.2.  The Client must provide Matai Personnel with safe, lawful, and suitable access to the Site and all relevant areas, equipment, and facilities reasonably required to perform the Services.

4.3.  The Client must ensure that the Site complies with all applicable workplace health and safety laws and that Matai Personnel are not exposed to unnecessary risk. The Client must notify Matai of any known or foreseeable hazards at the Site.

4.4.  The Client must not direct Matai Personnel to perform activities outside the scope of the Services or in contravention of applicable laws, regulations, or Matai’s operational procedures.

4.5.  The Client must pay all Fees in accordance with Section 6 of these Terms.

4.6.  The Client must not engage or attempt to directly engage any Matai Personnel as an employee or contractor during the term of the Agreement and for a period of 12 months following its termination, without the prior written consent of Matai.

5. SITE ACCESS, HEALTH & SAFETY 

5.1.  The Client acknowledges that Matai Personnel are required to comply with Matai’s workplace health and safety policies and procedures at all times, in addition to any applicable Client site rules that have been communicated to Matai in advance.

5.2.  Where Matai Personnel identify a health or safety risk at the Site that has not been previously disclosed by the Client, Matai may suspend Services until the risk is appropriately addressed, without liability to the Client.

5.3.  Matai Personnel have the right to withdraw from a Site in circumstances where their physical safety is at immediate risk and the risk cannot be mitigated through available means. Matai will notify the Client as soon as practicable in such circumstances.

5.4.  The Client must ensure that all statutory workplace health and safety obligations applicable to the Site are met, and will indemnify Matai in respect of any loss, claim, or liability arising from the Client’s failure to meet those obligations.

6. FEES, INVOICING & PAYMENT 

6.1.  The Client must pay Matai the Fees as set out in the Service Proposal or as otherwise agreed in writing. All Fees are stated in Australian dollars and are exclusive of GST unless otherwise specified.

6.2.  Matai will issue invoices to the Client in accordance with the payment schedule set out in the Agreement. Where no payment schedule is specified, invoices are payable within 14 days of the invoice date.

6.3.  All amounts payable are inclusive of GST where applicable under the A New Tax System (Goods and Services Tax) Act 1999 (Cth). Matai will issue tax invoices as required.

6.4.  If the Client fails to pay any invoice by the due date, Matai may: (a) charge interest on the overdue amount at the rate of 10% per annum, calculated daily from the due date until payment; and/or (b) suspend provision of the Services until all outstanding amounts are paid in full; and/or (c) terminate the Agreement in accordance with Section 9.

6.5.  The Client must not withhold or set off any amount owed to Matai against any claim the Client may have against Matai, unless expressly agreed in writing or required by law.

6.6.  All reasonable expenses incurred by Matai in collecting overdue amounts, including legal costs on a solicitor-client basis, are payable by the Client.

7. CONFIDENTIALITY 

7.1.  Each party agrees to keep confidential all Confidential Information of the other party and not to disclose such information to any third party without the prior written consent of the disclosing party, except as required by law or as necessary to perform obligations under the Agreement.

7.2.  Each party will use the other’s Confidential Information solely for the Agreement and will implement reasonable safeguards to protect it from unauthorised access or disclosure.

7.3.  The obligations of confidentiality under this clause survive the termination or expiry of the Agreement for a period of three (3) years.

7.4.  The Client acknowledges that security plans, risk assessments, patrol schedules, officer deployment information, and other operational details provided by Matai constitute Confidential Information and must not be disclosed to third parties without Matai’s prior written consent.

8. INTELLECTUAL PROPERTY 

8.1.  All Intellectual Property Rights in any materials, documents, reports, plans, assessments, or other works created by Matai in connection with the Services (‘Matai Materials’) remain the property of Matai Protective Services unless otherwise agreed in writing.

8.2.  Matai grants the Client a non-exclusive, non-transferable licence to use Matai Materials for the Client’s internal purposes in connection with the Services only.

8.3.  The Client must not reproduce, distribute, modify, or commercially exploit Matai Materials without Matai’s prior written consent.

8.4.  Any pre-existing Intellectual Property Rights of either party are not affected by the Agreement.

9. TERM & TERMINATION 

9.1.  The Agreement commences on the date of acceptance of the Service Proposal or execution of the service agreement and continues for the term specified therein, or if no term is specified, until terminated in accordance with this clause.

9.2.  Either party may terminate the Agreement for convenience by providing not less than 30 days’ written notice to the other party, unless a different notice period is specified in the Service Proposal.

9.3.  Matai may terminate the Agreement immediately upon written notice if the Client: (a) fails to pay any amount owed by the due date and fails to remedy that failure within 7 days of written notice; (b) breaches any material term of the Agreement and fails to remedy the breach within 14 days of written notice; (c) becomes insolvent, enters administration, or is subject to a winding-up order; or (d) engages in conduct that, in Matai’s reasonable opinion, poses a risk to the safety of Matai Personnel.

9.4.  The Client may terminate the Agreement immediately upon written notice if Matai: (a) commits a material breach of the Agreement and fails to remedy that breach within 14 days of written notice; or (b) becomes insolvent, enters administration, or ceases to hold the required security licences.

9.5.  On termination: (a) all accrued Fees and amounts owed to Matai become immediately due and payable; (b) each party must return or destroy the other’s Confidential Information; and (c) clauses which by their nature are intended to survive termination (including Sections 7, 8, 10, 11, and 12) will continue in force.

10. LIABILITY & INDEMNITY 

10.1.  To the maximum extent permitted by law, Matai’s total liability to the Client for any claim arising out of or in connection with the Agreement (whether in contract, tort, statute, or otherwise) is limited to the total Fees paid by the Client to Matai in the 3 months immediately preceding the event giving rise to the claim.

10.2.  To the maximum extent permitted by law, Matai is not liable to the Client for any indirect, consequential, incidental, special, or punitive loss or damage, including loss of profits, loss of revenue, loss of goodwill, or loss of data, even if Matai has been advised of the possibility of such loss.

10.3.  Nothing in these Terms limits or excludes any guarantee, warranty, or other right that cannot be excluded under the Australian Consumer Law or any other applicable law.

10.4.  The Client indemnifies Matai and its Personnel against all claims, losses, costs, and expenses (including legal costs) arising from: (a) the Client’s breach of the Agreement; (b) the Client’s negligence or wilful misconduct; (c) the Client’s failure to comply with applicable laws; or (d) inaccurate or misleading information provided by the Client to Matai.

10.5.  Matai acknowledges that under the Australian Consumer Law, consumers may have guarantees that cannot be excluded. Where such guarantees apply, Matai’s liability for any failure to comply is limited, to the extent permitted by law, to the re-supply of the Services or the cost of having the Services re-supplied.

11. FORCE MAJEURE 

11.1.  Neither party will be liable for any delay or failure to perform its obligations under the Agreement to the extent that such delay or failure is caused by a Force Majeure Event.

11.2.  A party affected by a Force Majeure Event must notify the other party as soon as reasonably practicable, describing the Force Majeure Event and its likely duration.

11.3.  If a Force Majeure Event continues for more than 30 consecutive days, either party may terminate the Agreement on 7 days’ written notice. In such circumstances, the Client will be liable only for Fees for Services actually performed before the date of termination.

12. DISPUTE RESOLUTION 

12.1.  If a dispute arises between the parties in connection with the Agreement, the parties must first attempt to resolve the dispute through good-faith negotiation.

12.2.  If the dispute is not resolved within 14 days of written notice of the dispute being given, either party may refer the matter to mediation in Queensland, with a mediator agreed upon by the parties or, failing agreement, appointed by the Queensland Law Society.

12.3.  If mediation fails to resolve the dispute within a further 30 days, either party may commence legal proceedings.

12.4.  Nothing in this clause prevents either party from seeking urgent interlocutory or injunctive relief from a court of competent jurisdiction where necessary to protect its rights.

13. GENERAL PROVISIONS 

13.1.  Governing Law — These Terms are governed by the laws of Queensland, Australia. The parties submit to the exclusive jurisdiction of the courts of Queensland.

13.2.  Entire Agreement — The Agreement constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior agreements, representations, and understandings.

13.3.  Amendments — No amendment to the Agreement is effective unless agreed in writing and signed by authorised representatives of both parties.

13.4.  Waiver — A party’s failure to exercise or delay in exercising a right under the Agreement does not operate as a waiver of that right.

13.5.  Severability — If any provision of the Agreement is found to be invalid, illegal, or unenforceable, the remaining provisions continue in full force and effect.

13.6.  Assignment — The Client must not assign its rights or obligations under the Agreement without Matai’s prior written consent. Matai may assign its rights and obligations on written notice to the Client.

13.7.  Relationship of Parties — The parties are independent contractors. Nothing in the Agreement creates a partnership, joint venture, employment, or agency relationship between them.

13.8.  Notices — Notices under the Agreement must be in writing and delivered by email, hand, or prepaid post to the relevant party’s address. Notices sent by email are taken to be received on the next business day after sending.

13.9.  Counterparts — The Agreement may be executed in counterparts, each of which constitutes an original.

14. CONTACT US 

For any enquiries regarding these Terms of Service, please contact:

Matai Protective Services — Legal & Commercial Enquiries

Email: info@mataiprotective.com.au

Phone: 0498357424

Postal Address: u3/57 Toolooa St, South Gladstone QLD 4680, Australia.