Terms & Conditions

BACKGROUND
A. Property Inspectors Australia (PIA) carries on the business of providing routine
inspections services, plus Entry and Exit condition inspections plus associated reporting, and
other related activities to individuals, corporations, partnerships, and other entities involved
in the real estate property rental management and sales industries.
B. The Client is in the business of property rental management and/or property sales
agents, and has a need for the Agreed Services in certain areas of its operations as specified
throughout this Agreement.
C. PIA has offered to provide the Client with the Agreed Services and the Client has agreed
to accept provision of the Agreed Services.
D. The Parties agree upon the following terms and conditions of this Agreement.
OPERATIVE PROVISIONS
1. Definitions and Interpretation
1.1 Definitions
In this document, unless the context requires otherwise:
(3) Agreed Service Fee means the rate set out in the Service Package.
(4) Agreed Minimum Monthly Inspections means the number of routine inspections
agreed to be provided by PIA to the Client set out in the Service Package.
(5) Agreed Services means the services agreed to be provided by PIA to the Client as
described in the Service Package.
(6) Agreement means this Agreement.
(8) Client means the party set out on the Engagement Interface.
(9) Commencement Date means the date described on the Engagement Agreement
(11) Default means any event, circumstance or happening where the Client fails to pay the
fees or any part of the fees after the due date for payment of the relevant billing amount.
(13) Engagement Agreement means the document entitled Engagement Agreement
setting out commercial terms between the Client and PIA with regards to fees, volume of
inspections, and service Packages.
(14) Event of Force Majeure means any event, circumstance or happening, or any series of
events of circumstances which:
(a) either alone or in aggregate directly affects the Party’s ability to perform this Agreement
according to its terms; and
(b) is beyond that Party’s reasonable control (including without limiting this, war, riots, fire,
flood, hurricane, typhoon, earthquake, lightning, other natural disaster, explosion, strikes or
industrial action, lockouts, slowdowns, cessation of access by PIA to any Application
Software (other than due to default by PMVA), computer or software malfunction or
corruption, prolonged shortage of energy supplies, and acts of state or governmental
action), but does not include impecuniosity of that Party, unless caused by such an event,
circumstance or happening.
(15) Extension Term has the meaning described in clause 2.3.
(17) GST means any tax, levy, charge or impost implemented under the A New Tax System
(Goods and Services Tax) Act 1999 (Cth) (GST Act) or an Act of the Parliament of the

Commonwealth of Australia substantially in the form of, or which has a similar effect to, the
GST Act.
(18) Initial Term means the terms described in the Engagement Agreement.
(20) Intellectual Property means patents, rights to apply for patents, trademarks, trade
names, service marks, domain names, copyrights and all applications and registration of
such worldwide, schematics, industrial models, inventions, know-how, trade secrets,
computer software programs, and other intangible proprietary information.
(21) Service Package means the relevant service package selected by the Client on the
Engagement Agreement the terms of which are appended to this Agreement.
(24) Property Inspector means each staff member (including support staff) of PIA engaged
in provision of the Agreed Services to the Client pursuant to this Agreement.
1.2 Interpretation
In this document, unless the context requires otherwise:
(1) clause and subclause headings are for reference purposes only;
(2) the singular includes the plural and vice versa;
(3) words denoting any gender include all genders;
(4) a reference to a person includes any other entity recognised by law and vice versa;
(5) where a word or phrase is defined, its other grammatical forms have a corresponding
meaning;
(6) all amounts are in Australian dollars;
(7) any reference to a party to this document includes its successors and permitted assigns;
and
(8) any reference to any agreement or document includes that agreement or document as
amended at any time.
2. Term of Agreement
2.1 Commencement Interpretation
This Agreement commences on the Commencement Date.
2.2 Initial term
The Agreement shall continue for the Initial Term, subject to the subsequent provisions of
this clause 2, and any rights of termination provided for in this Agreement.
2.3 Extension term
No later than Thirty (30) days prior to the expiration of the term provided under clause 2.2,
and each successive term agreed pursuant to this clause or clause 2.4, PIA may submit to
the Client a proposal for renewal of this Agreement, including the terms of renewal, through
electronic mail.
The Client must communicate its response to the proposal within fourteen (14) days after
the receipt of the proposal. If the Client accepts the proposal, the Agreement shall continue
for another term (the Extension Term) equal to the Initial Term, on the terms and conditions
as proposed by PIA, and subject to that, on the terms and conditions of this document.
2.4 Automatic extension
In the event that:
(1) PIA offers an Extension Term, and that Extension Term is not accepted by the Client
pursuant to clause 2.3 whether on the terms proposed or on other terms agreed between
the parties; or
(2) PIA does not offer an Extension Term; and
(3) the Client continues to accept provision of the Agreed Services at the expiration of the
Initial Term, or any Extension Term,

then the parties shall be deemed to have agreed to renew this Agreement for another term
equal to the Initial Term, on the terms and conditions as proposed by PIA pursuant to clause
2.3, and subject to that (or if no terms have been proposed by PIA), on the terms and
conditions last applying.
3. Provision of Service
3.1 Provision and acceptance of Agreed Services
PIA shall provide and the Client shall accept the provision of those services described in the
Service Package. PIA will allocate Property Inspectors to agreed services and jobs at its
discretion based on availability, geographic location, and job proximity, subject to a
minimum scheduled 10 routine inspections per day (not accounting for Entry / Exit
inspections).
3.2 Other Services
Should the Client require additional services not covered in the immediately preceding
clauses, the former shall communicate through electronic mail a proposal for such
additional services, including additional Property Inspector Allocation if necessary. Should
the Parties agree that such additional services shall be deemed included in this Agreement,
the terms and conditions related to this Agreement will be deemed incorporated.
3.5 Non-exclusive
The client acknowledges and agrees the right of the Client to the provision of the Agreed
Services by PIA shall be non-exclusive, and that, subject to the obligations of confidentiality
provided for in this Agreement, PIA may provide the same or similar services to other
clients, whether in the same industry as the Client or otherwise.
4. Service Fees
4.1 Agreed Service Fee & Payment Terms
The:
(1) The client agrees that the Service Fee specified in the Service Package will be invoiced to
the Client on a weekly in arrears basis.
(2) The Client will pay PIA invoices within 14 days.
(3) Unless expressly permitted by PIA in writing, any Client with arrears of 14 days or greater
will not be permitted to book in further Inspections until this arrears is cleared in total.
(3) If Client has agreed to pay the for the Agreed Services via a credit card or direct debit
auto-renewal basis, they allow PIA to charge that credit card or account in accordance to this
Agreement.
(4) PIA will add a card processing fee of 2.25% to invoiced amounts for clients paying by
credit or debit cards, and process the payment 7 days after the invoice date.
(6) All outlays and expenses incurred by PIA beyond those stated in this agreement and the
Statement of Work will be charged to the Client with an additional 10% administration fee.
4.5 Late or Missed Payments

(1) PIA reserves the right to suspend or cancel the Agreed Services at any stage due to non-
payment or non-contact from you the client. See clause 15 for terms of cancellation.

(2) PIA reserves the right to enforce a late fee penalty of 10% of your billing amount for any
payments not made by the due date. Any accounts not in credit (owing) constitute being due
for late fee. The penalty fee will be calculated on the day immediately following the due date
for payment of the relevant billing amount.
(3) In the event that the Client fails to pay the relevant billing amount by the due date and
PIA commences legal proceedings and/or debt recovery action against the Client, the Client

agrees to be liable for any and all the expenses, fees and costs of recovery incurred by PIA in
taking such action.
5. Services Availability
5.1 Outsourcing Understanding
The Client acknowledges that in its provision of the services and associated reporting, PIA is
providing an outsourced routine inspection, and associated administration service only. The
Client acknowledges that PIA is not responsible for the creation or execution of any of the
Client’s corporate strategies. The Client acknowledges the supporting administration staff of
PIA may operate from overseas locations such as the Philippines, and the Client has
satisfied itself that the provision of the services by local outsourced personnel plus
administration staff based offshore is viable and appropriate to its business.
5.2 Property Inspector(s) Working Hours and minimum volumes
The Property Inspector will commence the minimum agreed number of inspections per day
as stated in the Service Package or otherwise on the Engagement Agreement. Generally this
is 10 inspections per day.
6. The Services
6.1 Supervision of Property Inspector(s)
The Client acknowledges that this is a Property Inspection and reporting service. As such, all
Property Inspectors work under the guidance and supervision of the Client. The Client must
allocate the properties to be inspected to PIA for allocation to the Property Inspectors, and
Client must check the performance of the task and reporting by the Property Inspector. PIA
will supervise the processes for performance of the tasks by the Property Inspectors but
takes no responsibility to supervise or check the output or result of the performance of the
tasks. The Client acknowledges that the ultimate responsibility for outcomes, property
condition, landlord reporting and results are the Client’s responsibility.
6.2 Initial and Ongoing Training
PIA will provide industry oriented training of the Property Inspectors. The training will
include the provision of instructor facilitated training courses containing an overview of
industry requirements, tenants and landlord obligations in line with the State based
regulatory body (REINSW, REIQ, REIV etc). The Training Materials are confidential to PIA, are
PIA’s Intellectual Property, and are commercially valuable to PIA.
6.3 Performance Reviews
The Client may be requested to provide a performance review for the Property Inspector
services provided to the Client by PIA. At this time the Client is advised to provide PIA with
any feedback to assist PIA in providing the services required by the Client. Should the Client
fail to provide any feedback PIA will assume the Client is satisfied with the level of service
provided.
6.4 Failure to Perform
Should the Property Inspector fail to meet the performance criteria as per the Business
Service Agreement Details, the Client may request PIA to replace the Property Inspector.
7. Obligations and Warranties of PIA
7.1 Responsibilities of PIA
Subject to and without limiting, the other terms and conditions of this Agreement, PIA shall
have the following responsibilities:
(1) To provide all the Agreed Services as defined in clause 3 above for PIA;
(2) To provide the equipment, and materials necessary for the performance by the Property
Inspector of such Agreed Services. These include but are not limited to Tablet, transport

between the inspections (including fuel, tolls and other transport related expenses),
cameras, and necessary software other than the Client’s provided software.
(4) To resolve issues and disputes relating to the Agreed Services being rendered by the
Property Inspectors;
(5) To issue billing statements and receipts in accordance with clause 2 on request;
(6) Maintain appropriate insurances with regard to the Agreed Services, specifically Public
Liability, Professional Indemnity & Workers Comp where necessary)
(7) Such other responsibilities that are necessary to undertake the foregoing.
7.2 Warranties of PIA
PIA warrants:
(1) That it is capable of delivering the Agreed Services stipulated under this Agreement
within the time agreed upon by the Parties. However, without limiting the operation of
clause 14, this warranty shall not apply in case efficient and prompt performance was
delayed or prevented by Force Majeure Event, or by reason of any defect, failures or issues
caused by or within the control of the Client;
(2) That PIA is provisioned sufficiently via facilities, tools, and equipment to perform the
Agreed Services covered under this Agreement;
(3) That PIA is duly organised and registered under the laws of the Australia and that it is
licensed to engage in business process outsourcing;
(4) That PIA is fully compliant with prevailing labour, tax and corporate laws, rules and
regulations in Australia
8. Obligations and Warranties of the Client
8.1 Responsibilities of the Client
Subject to, and without limiting, the other terms and conditions of this Agreement, the
Client shall have the following responsibilities:
(1) To communicate to PIA and its Virtual Assistants the services needed to be performed
and to provided instructions there for;
(2) To provide all material and consumables peculiar to the services it requires at its own
expense;
(3) To provide the data, information and system necessary for the performance of the
services required;
(5) To pay for the service required subject to the terms of clause 2;
(6) To communicate to PIA within a reasonable time any issue or error material to the
delivery of Agreed Services; and
(7) Such other responsibilities necessary to undertake the foregoing.
8.2 Warranties of the Client
The Client warrants:
(1) That it is duly organised and registered under the laws of Australia;
(2) That it is fully compliant with pertinent laws, rules and regulations of Australia;
(3) That the services it requires of PIA are legal in the country and State or Territory of its
operations; and
(4) That it has in its lawful possession and disposal the required materials, information and
data needed to enable PIA to render the Agreed Services covered by this Agreement.
(5) Should the Client, without any authority from affected third parties, disclose information,
data or other information, the Client shall hold PIA free from any liability for infringement of
any third parties intellectual property or violation of third-party non-disclosure agreements.

10. Privacy, Confidential Information and Intellectual Property
10.1 Privacy Policy
In addition to reviewing this Agreement, it is recommended that the Client reads the
National Privacy Principles in order to appreciate and better understand our commitment to
maintaining the Client’s privacy as well as PIA’s use and disclosure of Confidential
Information.
PIA recognises its obligations under the National Privacy Principles, to the Client and assures
its adherence to such principles during performance of the Agreed Services. By agreeing to
the terms of this Agreement, the Client also agrees to comply with the National Privacy
Principles to the extent that they apply to the Agreed Services
10.2 Confidentiality – General
The terms of this document are confidential. A party must not disclose or permit to be
disclosed either directly or indirectly the terms of this document of details of any
discussions or negotiations between the parties in relation to this document except:
(1) with the express written consent of each other party;
(2) to the extent required by law;
(3) the information is available to the public generally (except as a result of a previous
breach of this clause);
(4) on a confidential basis to their insurers (if any) or professional advisers;
(5) in the case of a breach of any of the terms of this document;
(6) for the purpose of making a claim against any other person;
(7) the disclosure is required or desirable to be made in relation to any procedure for
discovery of documents and any proceedings before the Financial Ombudsman, any Court,
Tribunal or Regulatory Body.
10.3 PIA’s Intellectual Property
(1) The Client acknowledges and agrees that the supply of goods or the provision of services
to the Client does not constitute a transfer of any Intellectual Property in the goods and/or
services (or any part thereof).
(2) The Client acknowledges that any Intellectual Property provided to them under this
Agreement is granted through a licence to use the Intellectual Property throughout the
Term of this Agreement.
(3) The Client warrants that:
(a) it will not do anything inconsistent with or in infringement of such Intellectual Property;
and
(b) it will not use or distribute any of the Intellectual Property owned by PIA without PIA’s
prior written consent.
(4) PIA does not warrant that the supply by it and the use by the Client of the goods or
services does not, and will not infringe the Intellectual Property of any third party, whether
such rights take the form of letters, patent, registered designs, copyright, trade mark rights,
or any other similar rights
10.4 Client’s Intellectual Property
(1) PIA will receive information from the Client while providing the Client with administration
and business support services. PIA acknowledges the Intellectual Property belonging to the
Client, which includes but is not limited to accounting reports, financial reports, sales data,
business reports, client files, addresses, clients details, strategies, pricing statements,
processes, forms and other items not available in the public domain.
(2) PIA has the right to retain the Client’s data and Intellectual Property belonging to the
Client following the termination of this Agreement until any outstanding balances are paid.

10.5 Positive obligations
In consideration for the Client allowing PIA and its nominated representatives to access its
information, PIA agrees to:
(1) Take such steps as are necessary to ensure that the Property Inspector is aware of the
confidential nature of the client information;
(2) use its best endeavours to not disclose the confidential information except to the extent
necessary to perform its obligations under this Agreement.
(3) Maintain the confidentiality of the customers of the Client and all confidential
information, which the Property Inspector may become exposed to;
(4) Return any documents obtained from the Client at the conclusion of working
relationship; and
(5) Maintain proper levels of decorum and professionalism at all times in respect of
confidential information and intellectual property.
(6) Acknowledge that all confidential reports, programs, manuals, documents and any other
documentation of data, including electronic information furnished to it in connection with
the Agreed Services shall remain the property of the Client.
11. Limitation of liability
PIA is not liable to the Client for:
(1) any losses, damages, expenses or costs of whatever nature which the Client may incur or
suffer as a result, whether directly or indirectly, of issues associated with the Application
Software.
(2) any loss of profits, business interruption or other economic losses incurred by the client
whether from breach or non-performance of this Agreement by PIA or a Property Inspector.

PIA Strongly recommends each property managed by a Property Manager be inspected in-
person by that Property Manager periodically to ensure they have first hand experience and

insight of the condition of each property.
12. Release and Indemnity
The Client agrees to:
(1) to release, indemnify, defend and hold harmless PIA against all losses, damages,
expenses, liabilities and costs of whatever nature (including legal costs on a Solicitor and
own client basis) which it or they incur or suffer as a result, whether directly or indirectly, of
any breach of this agreement by the Client; and
(2) in the event that PIA is threatened by suit or sued by a third party due to or arising out of
the Client’s breach of this Agreement and/or use of the Agreed Services, or because the
Client has breached another agreement with a third party, while utilising the Agreed
Services of PIA, to indemnify and hold harmless PIA in respect of any such claims and costs.
13. Client restraint
The Client shall not, either:
(1) during the term of this Agreement; or
(2) within the period of 2 years from the expiration or termination of this Agreement (other
than by reason of default by PIA), engage or solicit the services of Employees past or present
of PIA or the Property Inspectors.
In the event that the Client breaches this clause, the Client shall pay to PIA (as and by way of
agreed liquidated damages) an amount equal to the fees payable by the Client to PIA in the
period of 6 months preceding the breach or the termination of the Agreement as the case
may be.

14. Force majeure
In the event that a Party is prevented from performing an obligation of that Party under this
Agreement (other than an obligation to make a payment due under this Agreement), by
reason of an Event of Force Majeure:
(1) the obligation is suspended so long as the Event of Force Majeure continues; and
(2) In the Event of Force Majeure continues for a period of one calendar month, either party
may terminate this Agreement by notice in writing to the other Party, without limiting the
Parties’ liability for obligations which have accrued.
15. Termination
15.1 Termination
This is a minimum term agreement that is not cancellable other than:
(1) Pursuant to clause 2; or
(2) In the event that the Client sells its business or part thereof eg Rent Roll (other than to an
associated party) in which case the Client must give Thirty (30) Days notice in writing to PIA
Should the Client terminate this Agreement other than as permitted by this Agreement, the
Client agrees to pay a fee equivalent to the unexpired term to the end of this Agreement as
a liquidated debt and if the term.
15.2 Termination by PIA
(1) If the Client fails to pay PIA any amount in accordance with this Agreement which is not
in dispute, or commits a fundamental breach of the Agreement, PIA may give notice
requiring the Client to remedy the default within ten (10) Business Days after receiving the
notice.
(2) If the Client fails to remedy the default or fails to propose steps reasonably acceptable to
PIA to do so, PIA may issue a notice terminating the Agreement effective immediately on
service.
15.3 Effect of Termination
Upon termination of this Agreement and these Terms and Conditions, all rights granted to
the Client will terminate and revert to PIA as applicable. On expiration or termination of this
Agreement, all monies due to PIA under this Agreement shall become payable immediately.
15.4 Rights to Survive Termination
Termination of this Agreement shall not release either party from any liability or right of
action which at the time of expiry or termination has already accrued to either party or
which may thereafter accrue in respect of any act or omission prior to such expiry or
termination. Such rights shall include but not be limited to the recovery of any monies due
under this Agreement.
16. General provisions
16.1 Notices
Service of any notice under or relating to this Agreement shall be sufficiently served if sent
by email to the last known email address of the Client to be served and shall be deemed to
have been duly served at the time such an email has been sent, provided that the sender
does not receive a message that the email has failed to reach the recipient.
16.2 Costs
Each Party must pay its own costs in relation to:
(1) the negotiation, preparation, execution, performance, amendment or registration of, or
any consent given or made; and

(2) that Party performing any action in complying with any liability arising, under this
document, or any agreement or document executed or effected under this document,
unless this document provides otherwise.
16.3 GST
(1) If GST is payable by a supplier (or by the representative member for a GST group of
which the supplier is a member) on any supply made under or in relation to this document,
the recipient will pay to the supplier an amount (GST Amount) equal to the GST payable on
the supply. The GST Amount is payable by the recipient in addition to and at the same time
as the net consideration for the supply.
(2) If a party is required to make any payment or reimbursement, that payment or
reimbursement will be reduced by the amount of any input tax credits or reduced input tax
credits to which the other party (or the representative member for a GST group of which it is
a member) is entitled for any acquisition relating to that payment or reimbursement.
(3) This clause is subject to any other specific agreement regarding the payment of GST on
supplies.
16.4 Assignment and Consent
(1) The Client is not entitled to assign its Rights or Obligations under this Agreement without
the prior written consent of the other parties, which consent may be given or withheld, or
given on conditions, in the absolute discretion of the other parties.
(2) PIA may at any time transfer, assign or novate any or all of its rights, privileges and
obligations under this Agreement to a third party.
16.5 Charge over Assets
(1) The Client charges all of its present and after-acquired property, including real property,
in favour of PIA to secure payment of all the amounts payable to PIA and consents to PIA
registering its interest as a secured party on the Personal Property Securities Register.
(2) The Client may in the ordinary course of its usual business, dispose of or deal with the
circulating assets and is licensed by PIA to do so.
(3) When an event of Default has occurred, the license conferring on the Client to deal with
the circulating assets pursuant to clause 16.6(2) is withdrawn and the security interest
automatically and immediately becomes fixed over the circulating assets.
(4) Terms referred to in this clause will have the same meaning given to them in the
Personal Properties Securities Act 2009 (Cth).
16.6 Governing law and jurisdiction
(1) This document is governed by and construed under the law in the State of Queensland.
(2) Any legal action in relation to this document against any party or its property may be
brought in any court of competent jurisdiction in the State of Queensland.
(3) Each party by execution of this document irrevocably, generally and unconditionally
submits to the non-exclusive jurisdiction of any court specified in this provision in relation to
both itself and its property.
16.7 Third parties
This document confers rights only on a person expressed to be a party to it, and not on any
other person.
16.8 Further assurances
Each party must execute any document and perform any action necessary to give full effect
to this document, whether before or after performance of this document.

16.9 Waivers
Any failure by a party to exercise any right under this document does not operate as a
waiver. The single or partial exercise of any right by that party does not preclude any other
or further exercise of that or any other right by that party.
16.10 Remedies
The rights of a party under this document are cumulative and not exclusive of any rights
provided by law.
16.11 Severability
Any clause of this document which is invalid in any jurisdiction is invalid in that jurisdiction
to that extent, without invalidating or affecting the remaining clauses of this document or
the validity of that clause in any other jurisdiction.
16.12 Counterparts
This document may be executed in any number of counterparts, all of which taken together
are deemed to constitute the same document.
16.13 Attorneys
Each person who executes this document on behalf of a party under a power of attorney
declares that he or she is not aware of any fact or circumstance that might affect his or her
authority to do so under that power of attorney.
16.14 Entire Agreement
This document contains the entire agreement of the parties with respect to the subject
matter of the document and supersedes all prior understandings and representations
between the parties with respect to the subject matter of this document.
16.15 Electronic Signatures and Communications
Pursuant to sections 11 and 12 of the Electronic Transactions (Queensland) Act 2001 (Qld) the
Client and PIA each consent to give and receive information and correspondence by
electronic communication including signing, delivering and giving notice under this
Agreement.