1. DEFINITIONS AND INTERPRETATION
1.1 Definitions
In these Terms and Conditions, unless the context otherwise requires:
“Agreement” means the contract between the Company and the Client for the provision of Services, comprised of these Terms and Conditions, the Management Agreement, and any other documents incorporated by reference.
“Client” means the Owners Corporation, Body Corporate, or other entity that engages the Company to provide Services.
“Company” means Titles Strata Management Pty Ltd ABN [INSERT ABN], its successors and assigns.
“Confidential Information” means all information of a confidential nature disclosed by one party to the other party in connection with this Agreement.
“Fee” or “Fees” means the fees payable by the Client to the Company for the Services as set out in the Management Agreement.
“Legislation” means all applicable legislation, regulations, by-laws, and codes of practice in force in New South Wales and/or Victoria, including but not limited to the Strata Schemes Management Act 2015 (NSW), the Owners Corporations Act 2006 (Vic), and any subordinate legislation.
“Management Agreement” means the agreement entered into between the Company and the Client setting out the specific terms of engagement including the scope of services and fees.
“Owner” means a lot owner within the strata scheme or owners corporation.
“Services” means the strata management services to be provided by the Company to the Client as described in the Management Agreement.
“Strata Scheme” or “Scheme” means the strata scheme or owners corporation managed by the Company on behalf of the Client.
1.2 Interpretation
In these Terms and Conditions, unless the context otherwise requires:
references to the singular include the plural and vice versa;
references to persons include corporations and other legal entities;
headings are for convenience only and do not affect interpretation;
references to any legislation include amendments, replacements, or re-enactments of that legislation.
2. ENGAGEMENT AND SCOPE OF SERVICES
2.1 Appointment
The Client appoints the Company to provide strata management services in accordance with the Management Agreement and these Terms and Conditions.
2.2 Scope of Services
The Services to be provided by the Company will be as specified in the Management Agreement and may include but are not limited to:
preparation and distribution of meeting notices and agendas;
attendance at meetings of the Owners Corporation or Body Corporate;
preparation and distribution of meeting minutes;
collection of levies and maintenance of financial records;
payment of accounts and expenses on behalf of the Owners Corporation;
arrangement of insurance on behalf of the Owners Corporation;
coordination of maintenance and repairs;
management of building defects and warranty claims;
communication with owners, tenants, and other stakeholders;
compliance with statutory requirements and legislation;
engagement and oversight of contractors and service providers;
administration of by-laws and house rules;
any other services as agreed in the Management Agreement.
2.3 Limitations
The Company is not responsible for:
legal advice unless specifically engaged and qualified to provide such advice;
building or construction defects existing prior to appointment;
decisions made by the Owners Corporation or its committee;
actions or inactions of third-party contractors or service providers;
matters outside the scope of services specified in the Management Agreement.
3. FEES AND PAYMENT
3.1 Management Fees
The Client agrees to pay the Company the Fees as set out in the Management Agreement.
3.2 Additional Services
Services not included in the Management Agreement will be charged at the Company’s standard rates or as otherwise agreed in writing.
3.3 Payment Terms
Fees are payable within 30 days of the date of invoice unless otherwise specified in the Management Agreement.
3.4 Late Payment
Interest may be charged on overdue amounts at a rate of 10% per annum or such other rate as permitted by law.
3.5 Fee Reviews
The Company may review and adjust Fees annually or as specified in the Management Agreement, providing 60 days’ written notice to the Client.
3.6 Disbursements and Expenses
The Client will reimburse the Company for all reasonable disbursements and expenses incurred in providing the Services, including but not limited to postage, printing, courier fees, and travel expenses.
4. CLIENT OBLIGATIONS
4.1 Information and Documentation
The Client must provide the Company with all information, documentation, and access reasonably required to enable the Company to perform the Services.
4.2 Cooperation
The Client must cooperate with the Company and respond to requests for information or decisions in a timely manner.
4.3 Authority
The Client warrants that it has the authority to engage the Company and enter into this Agreement.
4.4 Payment of Levies
The Client must ensure that all owners pay their levies in accordance with the legislation and any resolutions of the Owners Corporation.
4.5 Insurance
The Client must maintain adequate insurance as required by legislation and prudent management practice.
5. FINANCIAL MANAGEMENT
5.1 Trust Account
The Company will maintain a trust account in accordance with legislation for the receipt and disbursement of funds belonging to the Client.
5.2 Payment of Accounts
The Company is authorized to pay accounts and expenses on behalf of the Client in accordance with:
budgets approved by the Owners Corporation;
resolutions of the Owners Corporation or its committee;
urgent or emergency circumstances where immediate action is required.
5.3 Financial Reporting
The Company will provide financial reports as required by legislation and as specified in the Management Agreement.
5.4 Investment of Funds
Funds held in trust may be invested in accordance with legislation and any directions from the Client.
5.5 Audit and Review
The Client may request an audit or review of financial records at its own expense, providing reasonable notice to the Company.
6. LEVY COLLECTION
6.1 Collection
The Company will use reasonable endeavours to collect levies from owners on behalf of the Client.
6.2 Debt Recovery
The Company may engage debt collection agents or legal representatives to recover unpaid levies, with costs to be borne by the Client or recovered from defaulting owners as permitted by legislation.
6.3 Limitation of Liability
The Company is not liable for non-payment of levies by owners and does not guarantee collection of outstanding amounts.
7. INSURANCE
7.1 Arrangement of Insurance
The Company will arrange insurance on behalf of the Client as required by legislation and as directed by the Client.
7.2 Insurance Advice
The Company is not an insurance broker or advisor and does not provide insurance advice. The Client should seek independent insurance advice.
7.3 Claims Management
The Company will assist with the administration of insurance claims but is not responsible for the outcome of claims or decisions made by insurers.
8. MAINTENANCE AND CONTRACTORS
8.1 Coordination
The Company will coordinate maintenance, repairs, and services as directed by the Client and in accordance with approved budgets.
8.2 Contractor Engagement
The Company may engage contractors and service providers on behalf of the Client in accordance with:
resolutions and directions from the Owners Corporation;
approved budgets and spending limits;
emergency circumstances requiring immediate action.
8.3 Contractor Performance
The Company will use reasonable endeavours to ensure contractors perform their obligations but is not liable for the quality, timeliness, or completeness of work performed by third-party contractors.
8.4 Emergency Repairs
The Company is authorized to arrange emergency repairs or services where immediate action is required to prevent damage, injury, or loss, subject to any spending limits specified in the Management Agreement.
9. MEETINGS
9.1 Notice and Agendas
The Company will prepare and distribute meeting notices and agendas in accordance with legislation and the requirements of the Client.
9.2 Attendance
The Company will attend meetings as specified in the Management Agreement.
9.3 Minutes
The Company will prepare and distribute minutes of meetings in accordance with legislation.
9.4 Implementation
The Company will implement decisions and resolutions of the Owners Corporation to the extent they fall within the scope of Services.
10. COMPLIANCE AND LEGISLATION
10.1 Compliance
The Company will use reasonable endeavours to ensure compliance with applicable legislation in the provision of Services.
10.2 Changes in Legislation
The Company is not liable for any consequences arising from changes in legislation unless the Company has failed to take reasonable steps to comply with such changes.
10.3 Professional Standards
The Company is a member of Strata Community Association (SCA) and adheres to the SCA Code of Ethics and Professional Standards Scheme where applicable.
11. CONFIDENTIALITY AND PRIVACY
11.1 Confidential Information
Each party must keep confidential all Confidential Information disclosed by the other party and must not use or disclose such information except as required to perform obligations under this Agreement or as required by law.
11.2 Privacy
The Company will collect, use, store, and disclose personal information in accordance with the Privacy Act 1988 (Cth) and applicable privacy legislation.
11.3 Records Management
The Company will maintain records in accordance with legislation and industry standards.
12. INTELLECTUAL PROPERTY
12.1 Ownership
All intellectual property rights in materials created by the Company in the course of providing Services remain the property of the Company unless otherwise agreed in writing.
12.2 License
The Client is granted a non-exclusive license to use materials provided by the Company for the purposes of managing the Strata Scheme.
13. LIABILITY AND INDEMNITY
13.1 Standard of Care
The Company will provide Services with reasonable care and skill in accordance with industry standards.
13.2 Limitation of Liability
To the maximum extent permitted by law, the Company’s liability for any claim arising out of or in connection with this Agreement or the Services is limited to:
re-performance of the Services; or
payment of the cost of having the Services re-performed; or
the total Fees paid by the Client to the Company in the 12 months preceding the claim.
13.3 Exclusion of Liability
To the maximum extent permitted by law, the Company is not liable for:
any indirect, consequential, or incidental loss or damage;
loss of profits, revenue, or business opportunities;
decisions made by the Owners Corporation, its committee, or owners;
actions or omissions of third-party contractors or service providers;
matters outside the Company’s reasonable control.
13.4 Indemnity
The Client indemnifies the Company against all claims, losses, damages, costs, and expenses arising from:
any breach of this Agreement by the Client;
any act or omission of the Client, owners, or third parties;
any misrepresentation or incorrect information provided by the Client.
13.5 Insurance
The Company maintains professional indemnity insurance in accordance with industry standards and legislative requirements.
14. TERM AND TERMINATION
14.1 Term
This Agreement commences on the date specified in the Management Agreement and continues until terminated in accordance with this clause.
14.2 Termination by Client
The Client may terminate this Agreement by:
giving written notice as specified in the Management Agreement (typically 60 to 90 days);
resolution of the Owners Corporation in accordance with legislation;
immediate notice if the Company commits a material breach that is not remedied within 30 days of written notice.
14.3 Termination by Company
The Company may terminate this Agreement by:
giving written notice as specified in the Management Agreement (typically 60 to 90 days);
immediate notice if the Client commits a material breach that is not remedied within 30 days of written notice;
immediate notice if the Client fails to pay Fees within 60 days of the due date.
14.4 Effect of Termination
Upon termination:
the Client must pay all outstanding Fees and expenses;
the Company will provide a final account and transfer all records and funds to the Client or its nominated representative;
the Company will cooperate with any incoming strata manager to ensure a smooth transition;
provisions relating to confidentiality, liability, and indemnity survive termination.
14.5 Handover
The Company will provide reasonable assistance with handover to a new strata manager, with any additional costs to be borne by the Client.
15. DISPUTE RESOLUTION
15.1 Good Faith Negotiations
The parties must attempt to resolve any dispute arising out of or in connection with this Agreement through good faith negotiations.
15.2 Mediation
If a dispute cannot be resolved through negotiation within 14 days, either party may refer the dispute to mediation in accordance with the rules of the relevant state dispute resolution body.
15.3 Continuing Obligations
During any dispute, the parties must continue to perform their obligations under this Agreement unless otherwise agreed or legally unable to do so.
15.4 Legal Proceedings
Nothing in this clause prevents either party from seeking urgent interlocutory relief or enforcing their rights through legal proceedings.
16. GENERAL PROVISIONS
16.1 Notices
All notices under this Agreement must be in writing and delivered by email, post, or hand delivery to the addresses specified in the Management Agreement.
16.2 Assignment
The Company may assign or subcontract its rights and obligations under this Agreement with prior written notice to the Client. The Client may not assign its rights or obligations without the Company’s prior written consent.
16.3 Variation
Any variation to this Agreement must be in writing and signed by both parties.
16.4 Waiver
A waiver of any right or remedy under this Agreement must be in writing and signed by the party granting the waiver. A waiver is only effective for the specific purpose for which it is given.
16.5 Severability
If any provision of this Agreement is held to be invalid or unenforceable, that provision will be severed and the remaining provisions will continue in full force and effect.
16.6 Entire Agreement
This Agreement, together with the Management Agreement, constitutes the entire agreement between the parties and supersedes all prior agreements, understandings, and representations.
16.7 Governing Law
This Agreement is governed by the laws of New South Wales and Victoria as applicable, and the parties submit to the non-exclusive jurisdiction of the courts of those states.
16.8 Relationship
Nothing in this Agreement creates a partnership, joint venture, or employment relationship between the parties. The Company is an independent contractor.
16.9 Force Majeure
Neither party is liable for any failure or delay in performing its obligations under this Agreement to the extent that such failure or delay is caused by circumstances beyond its reasonable control.
16.10 GST
All Fees and charges are exclusive of GST unless otherwise stated. The Client must pay any GST payable in respect of any taxable supply made under this Agreement.
17. COMPLAINTS AND FEEDBACK
17.1 Complaints Process
The Client may lodge complaints in accordance with the Company’s Complaint Handling Policy, available on request or on the Company’s website.
17.2 External Complaints
If a complaint cannot be resolved internally, the Client may refer the matter to:
Strata Community Association (NSW) or Strata Community Association (Victoria);
NSW Fair Trading or Consumer Affairs Victoria;
relevant professional or regulatory bodies.
18. ACKNOWLEDGMENT
By engaging the Company’s services, the Client acknowledges that:
it has read and understood these Terms and Conditions;
it has had the opportunity to seek independent legal advice;
it accepts and agrees to be bound by these Terms and Conditions;
it has the authority to enter into this Agreement on behalf of the Owners Corporation or Body Corporate.
