BCMC Safety Solutions

Terms and Conditions

These terms and conditions are between the BCMC Safety Solutions franchisee entity selected by you (we, us or our) on the online portal (Portal) and you, the party named in the Portal (you or your), together the Parties and each a Party. These terms and conditions and the details provided by you on the Portal form the entire agreement under which we will provide the Services to you.

Please read this Agreement carefully prior to accepting this Agreement. By accepting this Agreement, you agree that:

    • you must not promote or advertise other businesses that carry out the same or similar services as the Customer Services to any Customers;
    • you may be required to pay our costs if you fail to comply with certain terms in the Agreement (e.g. we incur costs as a result of termination of this Agreement);
    • subject to your Consumer Law Rights, you have not relied on any representations or warranties made by us prior to entering this Agreement that are not included in this Agreement;
    • subject to your Consumer Law Rights we will not be liable for any Liability connected with any use or application of the Portal by a person or entity other than you, or other than as reasonably contemplated by this Agreement; and the Portal being unavailable, or any delay in us providing the Services to you, for whatever reason; and
    • subject to your Consumer Law Rights, our Liability for the provision of the Services will be limited to, $10.

This Agreement does not intend to limit your rights and remedies at law, including any of your Consumer Law Rights

1. Acceptance

1.1 You accept this Agreement by the earlier of:

  1. signing and returning this Agreement to us (including electronically);
  2. accepting this Agreement online or sending an email accepting this Agreement (expressly or impliedly);
  3. sending us an Order Request through our Portal or over email;
  4. adding a property or customer authorisation form to the Portal; or
  5. instructing us (whether orally or in writing) to proceed with the Services.

1.2 This Agreement will operate for the Term.

2. Services

2.1 In consideration of you providing us with access to your Customers to carry out the Customer Services, we agree to provide you the Services in accordance with this Agreement, whether ourselves or through our Personnel.

2.2 We will not be responsible for any Services unless expressly set out in the inclusions in the description of the Services.

2.3 You agree that you must not promote or advertise other businesses that carry out the same or similar services as the Customer Services to any of your Customers.

3. Orders

3.1 During the Term, you may issue requests for further Customer Services to be provided to Customers (Order Request) by notifying us by email, through our Portal or by any other process which we may advise to you from time to time.

3.2 Each Order Request must contain the Customer’s name, contact details, address of the property where the Customer Services are to be carried out and a signed customer authorisation form.

3.3 We may, at our discretion, accept or reject an Order Request. If we accept the Order Request, we will issue an Order, and the Order will be binding on the Parties in accordance with the terms of the Agreement and the Order.

3.4 To the extent of any ambiguity or discrepancy between an Order and this Agreement, the terms of this Agreement will prevail.

3.5 Unless otherwise agreed between the Parties, if this Agreement is terminated, then any current Order will also terminate on the date of termination.

4. Account

4.1 We will create an account for you in order for you to use our Portal and upload Customer details.

4.2 You must ensure that any information you provide to us, or we request from you, for your Account, is complete and accurate and you are authorised to provide this information to us.

4.3 You are the Account owner and regardless of any change in any contact details, you will remain responsible for your Account, as set out in this Agreement. If you wish to change the Account owner, you must provide us with a written request to transfer the ownership of the Account to the incoming party, which must also include the incoming party’s written consent to take over full responsibility for the Account, in a form acceptable to us.

4.4 It is your responsibility to keep your Account details confidential. You are responsible for all activity on your Account, including activity by authorised users and for ensuring that any activities on your Account comply with this Agreement.

4.5 We are not responsible for the management or administration of your Account or your Authorised Users.

5. Customer Fees

Through our Portal we will send invoices addressed to your Customers, in the care of you, for the Customer Services provided by us to the Customer. You agree to obtain the necessary consents to deduct from your Customers, the amounts owing in the invoice, and make payment to us on behalf of your Customers, for the full amount in the invoice within the timeframe provided in the invoice. If you fail to make payment to us on behalf of your Customers, we may cease providing the Customer Services to your Customers, and recover, as a debt due and immediately payable from you, our additional costs of doing so.

6. Obligations and Warranties

6.1 Each Party represents, warrants, and agrees that:

  1. it has full legal capacity, right, authority and power to enter into this Agreement, to perform its obligations under this Agreement, and to carry on its business; .
  2. this Agreement constitutes a legal, valid and binding agreement, enforceable in accordance with its terms;
  3. if applicable, it holds a valid ABN which has been advised to the other Party; and
  4. if applicable, it is registered for GST purposes.
6.2 You represent, warrant, and agree:
  1. to comply with this Agreement and all applicable Laws;
  2. you have not relied on any representations or warranties made by us in relation to the Services (including as to whether the Services are or will be fit or suitable for your particular purposes), unless expressly stipulated in this Agreement;
  3. that you (and to the extent applicable, your Personnel) will provide us with all documentation, information, instructions, cooperation and access reasonably necessary to enable us to provide the Services;
  4. you have been appointed as agent for the management of the Customer’s property;
  5. you have obtained all necessary consents and permissions from Customers in order to disclose your Customer’s details to us (including in relation to their personal information);
  6. that the information and documentation you provide to us is true, correct and complete; and
  7. you will not infringe any third party rights in working with us and receiving the Services.

7. Your Responsibilities

7.1 You agree to:

  1. send via email or upload to our Portal all authorisation forms signed by your Customers in relation to provision of the Customer Services by us;
  2. promote and advertise the Customer Services to your Customers;
  3. notify us within 48 hours, if a Customer no longer requires the Customer Services; and
  4. when a Customer does not pay their invoice, follow up with the Customer and request their prompt payment of the invoice.
  5. and understand that both the Victorian “Complete Compliance + Electrical package” & the Victorian “Complete Compliance + Safety package” are a 2-year subscription. I understand that I will incur the cost of the package that I have selected per year. I understand if, I wish to cancel a service before BCMC Safety Solutions have re attended for the second year, I will still incur the cost of the package that I have selected for the second year. I understand at the end of each 2-year subscription that the subscription will be rolled over for another year to ensure continuous protection, unless BCMC Safety Solutions are instructed by the agency in writing by a minimum 30 days prior to the expiry. (if applicable)
  6. and understand that all of the NSW BCMC Packages are a 12month subscription and are invoiced annually upon service being conducted. I understand at the end of each 12-month subscription that the subscription will be rolled over for another year to ensure continuous protection, unless BCMC Safety Solutions are instructed by the agency in writing by a minimum 30 days prior to the expiry. (if applicable)
In fulfilling your obligations under this clause 7.1, you agree to perform your obligations in accordance with this Agreement, our reasonable instructions and all applicable laws; with due care, skill and diligence; and in a proper and professional manner, and in accordance with best industry practice.
7.2 You represent, warrant and agree that:
  1. you will conduct business in a manner that reflects favourably on us;
  2. you make no false or misleading representations with respect to us;
  3. you will have no right to enter into any contracts, instruments or commitments in the name of, or on behalf of, us or to bind us in any respect whatsoever;
  4. except as required by law or as expressly set out in this Agreement, you will not give or make any undertakings, guarantees or warranties to any person with respect to us and the Customer Services without our prior written consent; and
  5. you will not do anything that may adversely affect our goodwill, brand or reputation (or that of the Customer Services).
7.3 When using our Portal, you must not access or use the portal in any way which is in breach of any applicable laws or which infringes any person’s rights, including Intellectual Property Rights including to;
  1. use the Portal to transmit, publish or communicate material that is defamatory, offensive, abusive, indecent, menacing or unwanted;
  2. use the Portal in any way that damages, interferes with or interrupts the supply of the Portal;
  3. introduce malicious programs into our hardware and software or systems, including viruses, ransomware, malware, trojan horses and e-mail bombs;
  4. reveal or allow others access to your Account’s password or authentication details or allow others to use your Account or authentication details (other than authorised users);
  5. carry out security breaches or disruptions of a network, including accessing data where you are not the intended recipient or logging into a server or account that you are not expressly authorised to access or corrupting any data (including network sniffing/monitoring, pinged floods, packet spoofing, denial of service and forged routing information for malicious purposes);
  6. use any program/script/command, or send messages of any kind, with the intent to interfere with, or disable, any person’s use of the Portal;
  7. if applicable, send any form of harassment via email, or any other form of messaging, whether through language, frequency, or size of messages, or use the Portal in breach of any person’s privacy (such as by way of identity theft or “phishing”); or
  8. circumvent user authentication or security of any of our Services, networks, accounts or hosts or those of our other users.

8. Termination

8.1 Either Party may terminate this Agreement, by providing the other Party with 30 Business Days written notice.

8.2 This Agreement will terminate immediately upon written notice by a Party (Non-Defaulting Party) if:

  1. the other Party (Defaulting Party) breaches a material term of this Agreement and that breach has not been remedied within 10 Business Days of the Defaulting Party being notified of the breach by the Non-Defaulting Party; or
  2. the Defaulting Party is unable to pay its debts as they fall due.
8.3 Upon termination or expiry of this Agreement:
  1. we will immediately cease providing the Services;
  2. you are to pay, on behalf of your Customers, for all outstanding Customer invoices provided prior to termination, including invoices for Customer Services which have been provided by us and have not yet been invoiced to your Customers, in your care, and all other amounts due and payable under this Agreement;
  3. by you pursuant to clause 8.1 or by us pursuant to clause 8.2, you also agree to pay us our additional costs, reasonably incurred, and which arise directly from such termination;
  4. we will notify Customers that we are no longer working with you and Customers must contact us directly; and
  5. you agree to promptly return (where possible), or delete or destroy (where not possible to return), any information, documentation or material owned by us that is in your possession or control, subject to any rights you may have to any Intellectual Property in accordance with clause 11.
8.4 After termination of this Agreement, if Customers contact you directly about us, you agree to promptly notify us and provide the Customer with our contact details.
8.5 The accrued rights, obligations and remedies of the Parties are not affected by termination of this Agreement.
8.6 This clause 8 will survive the termination or expiry of this Agreement.

9. Your Consumer Law Rights

9.1 Certain legislation, including the Australian Consumer Law (ACL) in the Competition and Consumer Act 2010 (Cth) and similar consumer protection laws and regulations, may confer you with rights, warranties, guarantees and remedies relating to the Services which cannot be excluded, restricted or modified (Consumer Law Rights). Nothing in this Agreement excludes your Consumer Law Rights as a consumer under the ACL.

9.2 You agree that our Liability for the Services is governed solely by the ACL and this Agreement.
9.3 Subject to your Consumer Law Rights, we exclude all implied warranties, representations and guarantees of any kind (whether statutory or otherwise), unless expressly stipulated in this Agreement.
9.4 Subject to your Consumer Law Rights, all amounts paid by you for the Services are non-refundable.
9.5 This clause 9 will survive the termination or expiry of this Agreement.

10. Limitation of Liability

10.1 Limitation of Liability: Despite anything to the contrary, to the maximum extent permitted by law, and subject to your Consumer Law Rights:

  1. neither Party will be liable for any Consequential Loss;
  2. a Party’s liability for any Liability under this Agreement will be reduced proportionately to the extent the relevant Liability was caused or contributed to by the acts or omissions of the other Party (or any of its Personnel), including any failure by that other Party to mitigate its loss; and
  3. our aggregate liability for any Liability arising from or in connection with this Agreement will be limited to $10.
10.2 This clause 10 will survive the termination or expiry of this Agreement.

11. Exclusions to Liability

11.1 Despite anything to the contrary, to the maximum extent permitted by law, we will not be liable for, and you waive and release us from and against, any Liability, caused or contributed to by, arising from or connected with:

  1. any use or application of the Portal by a person or entity other than you, or other than as reasonably contemplated by this Agreement; and
  2. the Portal being unavailable, or any delay in us providing the Services to you, for whatever reason.

12. Intellectual Property

12.1 As between the Parties, each Party retains all Intellectual Property Rights in its Intellectual Property developed prior to or independently of this Agreement. Nothing in this Agreement constitutes an assignment or transfer of such rights.

12.2 As between the Parties, ownership of all Intellectual Property Rights in any Intellectual Property developed, adapted, modified or created in connection with this Agreement or the performance of the Services will at all times vest, or remain vested, in us.
12.3 You grant us a non-exclusive, revocable, worldwide, non-sublicensable and non-transferable right and licence, for the duration of this Agreement, to use your and your Personnel’s Intellectual Property solely for the performance of our obligations under this Agreement.
12.4 We grant you a non-exclusive, revocable, worldwide, non-sublicensable and non-transferable right and licence, for the duration of this Agreement, to use our and our Personnel’s Intellectual Property solely for the purpose of you carrying out your obligations under this Agreement.
12.5 This clause 12 will survive the termination or expiry of this Agreement.

13. Confidentiality and Privacy

13.1 Subject to clause 13.2, each Party must (and must ensure that your Personnel do) keep confidential, and not use or permit any unauthorised use of, all Confidential Information.

13.2 Clause 13.1 does not apply where the disclosure is required by law or the disclosure is to a professional adviser in order to obtain advice in relation to matters arising in connection with this Agreement and provided that the Receiving Party ensures the adviser complies with the terms of clause 13.1.

13.3 Each Party agrees to comply with the legal requirements of the Privacy Act 1988 (Cth) and any other applicable legislation or privacy guidelines that may apply to them.

13.4 This clause 13 will survive the termination or expiry of this Agreement.

14. General

14.1 Amendment: This Agreement may only be amended in writing and as agreed by the Parties.

14.2 Assignment: Subject to clause 14.3, a Party must not assign or deal with the whole or any part of its rights or obligations under this Agreement without the prior written consent of the other Party (such consent is not to be unreasonably withheld).

14.3 Assignment of Debt: You agree that we may assign or transfer any debt owed by you to us, arising under or in connection with this Agreement, to a debt collector, debt collection agency, or other third party.

14.4 Disputes: A Party may not commence court proceedings relating to any dispute arising from this Agreement (Dispute) without first meeting with a senior representative of the other Party to seek (in good faith) to resolve the Dispute. Nothing in this clause will operate to prevent a Party from seeking urgent injunctive or equitable relief from a court of appropriate jurisdiction, or will operate to prevent a Party from taking steps to recover any debt.

14.5 Entire agreement: Subject to your Consumer Law Rights, this Agreement contains the entire understanding between the Parties, and the Parties agree that no representation or statement has been made to, or relied upon by, either of the Parties, except as expressly stipulated in this Agreement, and this Agreement supersedes all previous discussions, communications, negotiations, understandings, representations, warranties, commitments and agreements, in respect of its subject matter.

14.6 Force majeure: Neither Party will be liable for any delay or failure to perform their respective obligations under this Agreement if such delay or failure is caused or contributed to by a Force Majeure Event. This clause will not apply to a Party’s obligation to pay any amount that is due and payable to the other Party under this Agreement.

14.7 Further assurance: You agree to promptly do all things and execute all further instruments necessary to give full force and effect to this Agreement and your obligations under it.

14.8 Governing law: This Agreement is governed by the laws of New South Wales. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts operating in New South Wales and any courts entitled to hear appeals from those courts and waives any right to object to proceedings being brought in those courts.
14.9 Joint and several Liability: Where you constitute two or more individuals or entities, you will each be jointly and severally liable under this Agreement.

14.10 Notices: Any notice given under this Agreement must be in writing addressed to the relevant address last notified by the recipient to the Parties. Any notice may be sent by standard post or email, and will be deemed to have been served on the expiry of 48 hours in the case of post, or at the time of transmission in the case of transmission by email.

14.11 Online execution: This Agreement may be executed by means of such third party online document execution service as we nominate, subject to such execution being in accordance with the applicable terms and conditions of that document execution service.
14.12 Precedence: To the extent there is any ambiguity, discrepancy or inconsistency in or between the terms of the Agreement and the Portal, the Agreement will prevail.

14.13 Relationship of Parties: This Agreement is not intended to create a partnership, joint venture, employment or agency relationship between the Parties.

14.14 Severance: If a provision of this Agreement is held to be void, invalid, illegal or unenforceable, that provision is to be read down as narrowly as necessary to allow it to be valid or enforceable, failing which, that provision (or that part of that provision) will be severed from this Agreement without affecting the validity or enforceability of the remainder of that provision or the other provisions in this Agreement.

15. Interpretation and Definitions

15.1 In this Agreement, unless the context otherwise requires, capitalised terms have the meanings given to them in the Agreement, the Portal, and:

Agreement means these terms and conditions, which includes the details in the Portal and any agreed Order issued under it and any documents attached to, or referred to in, each of them.
Business Days means a day on which banks are open for general banking business in New South Wales, excluding Saturdays, Sundays and public holidays.

Confidential Information includes information which:

  1. is disclosed to the Receiving Party in connection with this Agreement at any time;
  2. is prepared or produced under or in connection with this Agreement at any time;
  3. relates to our business, assets or affairs; or
  4. relates to the subject matter of, the terms of and/or any transactions contemplated by this Agreement,

whether or not such information or documentation is reduced to a tangible form or marked in writing as “confidential”, and howsoever the Receiving Party receives that information.

Consequential Loss includes any consequential loss, indirect loss, real or anticipated loss of profit, loss of benefit, loss of revenue, loss of business, loss of goodwill, loss of opportunity, loss of savings, loss of reputation, loss of use and/or loss or corruption of data, whether under statute, contract, equity, tort (including negligence), indemnity or otherwise. The Parties acknowledge and agree that your obligation to pay us any amounts due and payable by you to us under this Agreement will not constitute “Consequential Loss” for the purposes of this definition.

Customer Services means the provision of smoke alarm safety and compliance services, gas safety and compliance services and electrical safety and compliance services, as further described in Portal, to the landlords you represent (Customers) who give us authorisation to perform these services directly to them.

Disclosing Party means the party disclosing Confidential Information to the Receiving Party.

Force Majeure Event means any event or circumstance which is beyond a Party’s reasonable control including but not limited to, acts of God including fire, hurricane, typhoon, earthquake, landslide, tsunami, mudslide or other catastrophic natural disaster, civil riot, civil rebellion, revolution, terrorism, insurrection, militarily usurped power, act of sabotage, act of a public enemy, war (whether declared or not) or other like hostilities, ionising radiation, contamination by radioactivity, nuclear, chemical or biological contamination, any widespread illness, quarantine or government sanctioned ordinance or shutdown, pandemic (including COVID-19 and any variations or mutations to this disease or illness) or epidemic.

GST has the meaning which it is given in the A New Tax System (Goods and Services Tax) Act 1999 (Cth).

Intellectual Property means any copyright, registered or unregistered designs, patents or trade marks, domain names, know-how, inventions, processes, trade secrets or Confidential Information, circuit layouts, software, computer programs, databases or source codes, including any application, or right to apply, for registration of, and any improvements, enhancements or modifications of, the foregoing.
Intellectual Property Rights means for the duration of the rights in any part of the world, any industrial or intellectual property rights, whether registrable or not, including in respect of Intellectual Property.

Liability means any expense, cost, liability, loss, damage, claim, notice, entitlement, investigation, demand, proceeding or judgment (whether under statute, contract, equity, tort (including negligence), indemnity or otherwise), howsoever arising, whether direct or indirect and/or whether present, unascertained, future or contingent and whether involving a third party or a Party to this Agreement or otherwise.

Order means an order placed by you, for the performance of the Services, in accordance with clause 3.

Personnel means, in respect of a Party, any of its employees, consultants, suppliers, subcontractors or agents, but in respect of you, does not include us.

Receiving Party means the party receiving Confidential Information from the Disclosing Party.

Services means the services we agree to perform under this Agreement, being the provision of our Portal for you to login, add new Customers, view photos of premises and reports where we have provided Customer Services to Customers.
Term means the period of this Agreement, which will commence on the date this Agreement is accepted by you, and will continue until the date on which this Agreement expires or is terminated, in accordance with its terms.