Terms of service

AKA Acoustics Pty Ltd – Terms of Service

Last Updated: February 1st, 2025

Definitions and Introductory Provisions

0.1 Definitions

In these Terms of Service ("Terms"), unless the context requires otherwise, the following expressions shall have the meanings respectively assigned:

"AKA Acoustics", "we", "us", or "our": Refers to AKA Acoustics Pty Ltd (ABN 19 660 209 370), a company duly incorporated in New South Wales, Australia, and includes its successors and assigns.
"Client", "you", or "your": Refers to any individual, company, trust, body corporate, partnership, or other entity (whether incorporated or not), including their successors, agents, employees, contractors, or representatives, who orders, purchases, accepts, or otherwise engages with us for any Products or Services, regardless of jurisdiction.
"Products": Means any goods, materials, hardware, equipment, accessories, physical components, or tangible items supplied, sold, installed, or otherwise provided by us, whether sourced directly or through third-party manufacturers, wholesalers, or distributors.
"Services": Means all services offered or delivered by us, whether standalone or bundled with Products, including but not limited to consulting, strategic advisory, design, acoustic testing, documentation, integration, installation, implementation, training, maintenance, after-sales support, construction-related services, site supervision, white-label services, and any Work Product.
"Offer of Services": Refers to any formal written proposal, quotation, scope of work, service agreement, project schedule, or commercial offer issued by us to the Client, outlining deliverables, pricing, timeframes, exclusions, commercial terms, and other conditions.
"Order": Refers to any form of acceptance by the Client of an Offer of Services, whether via signature, email confirmation, verbal instruction, submission of a purchase order, payment, or other conduct reasonably indicating agreement.
"Work Product": Includes, without limitation, all reports, drawings, CAD files, documentation, test results, specifications, data sheets, acoustic models, integrations, calculations, schematics, and intellectual property created, supplied, or modified by us in the course of delivering any Services.
"White-Labeled Provider": Refers to any subcontracted party, individual, consultant, firm, or vendor engaged by us to deliver part or all of the Services under our brand, logo, or control, including under white-label or private-label arrangements.
"Supplier": Means any third-party vendor, manufacturer, contractor, distributor, or licensor from whom we procure or source any Products, components, materials, systems, or specialist services used in delivery of the Client engagement.
"Force Majeure": Refers to any circumstance beyond the reasonable control of a party, including but not limited to acts of God, fire, flood, pandemic, government restrictions, military conflict, labour unrest, cyberattacks, supply chain breakdown, port congestion, embargoes, or failure of subcontractors or Suppliers due to similar causes.
"Business Day": Means any day on which banks are open for general banking business in New South Wales, excluding Saturdays, Sundays, and public holidays.
"Project Agreement": Refers to any overarching commercial agreement between the parties that incorporates these Terms by reference or to which these Terms are annexed or attached.
"Contract": Means the binding agreement formed between us and the Client upon the Client’s acceptance of an Offer of Services, comprising (in order of precedence): (1) any executed Project Agreement or Schedule of Services; (2) the accepted Offer of Services; (3) these Terms; and (4) any applicable invoice or Order confirmation.

0.2 Acceptance of Terms and Scope of Application

By placing an Order, issuing instructions to proceed, remitting payment, accepting delivery of Products, or permitting us to begin performing Services, the Client irrevocably agrees to be bound by these Terms, notwithstanding any contrary terms provided by the Client.

These Terms:

Apply to all current and future engagements, unless expressly agreed otherwise in writing;
Shall prevail over any other terms provided by the Client unless expressly accepted by us in writing;
Operate in conjunction with and are incorporated by reference into any Offer of Services or Project Agreement;
Apply to all international transactions, unless a specific jurisdictional contract supersedes them.

1. General Terms and International Compliance

1.1 Application of These Terms

1.1.1 These Terms apply to all dealings between AKA Acoustics and the Client relating to the supply, sale, or provision of Products and/or Services.

1.1.2 These Terms bind the Client in respect of each Order, notwithstanding the absence of any separate execution of a Project Agreement.

1.1.3 These Terms apply globally to all Orders, including those entered into with Clients outside of Australia, unless expressly displaced by a written agreement executed by both parties.

1.1.4 In the event of any inconsistency between documents comprising the Contract, the order of precedence in clause 2.4.4 applies. For clarity, these Terms prevail over any Client purchase order terms or other Client-supplied terms except to the extent expressly varied in an accepted Offer of Services or executed Project Agreement.

1.2 Acceptance of Orders

1.2.1 No binding agreement arises unless and until the Client has accepted an Offer of Services issued by AKA Acoustics in accordance with clause 0.1 ("Order"), and such acceptance has been received or acknowledged by AKA Acoustics.

1.2.2 Acceptance may occur by any of the following means, each of which constitutes conclusive evidence of intent to contract:

Execution or signing of a Project Agreement or Offer of Services;
Issuance of a purchase order referencing our Offer of Services;
Written or electronic confirmation (including by email);
Conduct consistent with acceptance, including remittance of payment, scheduling of Services, or granting of site access;
Verbal instructions confirmed by us in writing.

1.2.3 No variation or cancellation of an Order is binding unless expressly agreed in writing by us. We reserve the right to apply reasonable variation or cancellation charges to recover incurred costs and losses.

1.3 Jurisdictional Compliance

1.3.1 The Client warrants that it is not located in, or acting on behalf of, any entity or individual subject to economic sanctions, export restrictions, or trade embargoes imposed by Australia or any other recognised jurisdiction.

1.3.2 The Client assumes all responsibility for:

Complying with all import laws, technical standards, and regulatory requirements applicable in the place of delivery or use of the Products or Services;
Obtaining all necessary permits, licences, clearances, or customs authorisations;
Paying all applicable taxes, duties, tariffs, VAT, or other levies in its jurisdiction.

1.3.3 AKA Acoustics shall not be liable for any delay, seizure, non-performance, or commercial loss caused by regulatory interference, customs refusal, or the Client’s failure to comply with applicable law.

1.4 International Enforcement

1.4.1 These Terms and all resulting Contracts are enforceable within and outside Australia. Nothing in these Terms restricts AKA Acoustics from seeking enforcement, debt recovery, or injunctive relief in any jurisdiction where the Client resides, operates, holds assets, or where the Services are delivered.

1.4.2 Service of legal process may be effected by email to the last known contact details of the Client, or by any other means permitted under applicable law.

2. Quotes, Orders and Contract Formation

2.1 Quotes

2.1.1 All pricing, specifications, deliverables, and commercial terms issued by AKA Acoustics in any written Quote, Offer of Services, or proposal are indicative only and subject to change unless otherwise expressly stated.

2.1.2 Unless otherwise specified in writing, each Quote remains valid for a period of thirty (30) calendar days from the date of issue. After expiry, the Quote shall be deemed withdrawn unless reissued by us.

2.1.3 We may amend, revoke, or withdraw any Quote at any time prior to its formal acceptance, without incurring liability to the Client or any third party.

2.2 Formation of Contract

2.2.1 A legally binding Contract is formed upon the first in time of the following events:

Written acceptance or countersignature of an Offer of Services by the Client;
Submission of a purchase order referencing a Quote or Offer of Services;
Confirmation by the Client (via email or other electronic means) to proceed;
Payment of any amount toward the quoted Services or Products;
Conduct by the Client indicating assent, including scheduling, site preparation, or collaboration on deliverables.

2.2.2 The Contract formed under clause 2.2.1 incorporates these Terms in full and is binding on the Client regardless of whether the Client subsequently seeks to modify or withdraw the Order.

2.2.3 The Contract shall be enforceable in Australia and in any jurisdiction where the Client operates, holds assets, or receives the benefit of the Products or Services.

2.3 Non-Cancellation and Amendments

2.3.1 Orders accepted by AKA Acoustics are non-cancellable and non-refundable except with our prior written consent, which may be withheld at our sole discretion.

2.3.2 We may, at our option, impose cancellation fees, holding charges, or compensation for lost opportunity or materials where the Client seeks to cancel or materially alter an Order after acceptance.

2.3.3 Any request for variation, substitution, delay, or deferral of deliverables must be made in writing and will not take effect unless formally agreed to in writing by an authorised officer of AKA Acoustics.

2.3.4 We reserve the right to charge the Client for any increase in costs (including labour, materials, or time-based rates) arising from any variation or delay initiated by the Client.

2.4 Scope of Work and Contract Documents

2.4.1 The scope of Services and Products to be provided shall be strictly limited to those expressly identified in the applicable Offer of Services or Project Agreement.

2.4.2 Any additional tasks, deliverables, meetings, testing, training, or documentation not expressly stated in the Offer of Services shall be deemed out-of-scope and subject to additional fees, unless otherwise agreed in writing.

2.4.3 Any Schedule of Services, Statement of Work, or project milestone document issued or accepted by the parties shall be deemed incorporated into the Contract and binding as if set out in full herein.

2.4.4 In the event of a conflict or inconsistency between documents comprising the Contract, the following order of precedence shall apply:

The signed Project Agreement (if any);
The Offer of Services (as accepted);
Any formally issued Schedule of Services or Statement of Work;
These Terms;
Any invoice, payment schedule, or supplementary commercial correspondence.

3. Pricing, Taxes, Payment Terms and Project Billing

3.1 Pricing Basis

3.1.1 All prices quoted or published by AKA Acoustics are exclusive of Goods and Services Tax (GST), import duties, customs fees, VAT, or other applicable taxes, unless expressly stated otherwise in writing.

3.1.2 Prices are valid only for the duration of the relevant Quote or Offer of Services and are subject to adjustment under clause 3.6 in the event of scope variation, project delay, or cost escalation.

3.1.3 Prices are stated in Australian Dollars (AUD) unless otherwise specified. The Client bears all costs associated with foreign exchange conversion, international transfer fees, and banking charges.

3.2 Taxes, Levies, and Withholding

3.2.1 The Client is responsible for payment of all taxes, duties, levies, charges, and statutory obligations arising in their jurisdiction in connection with the import, receipt, or use of the Products or Services.

3.2.2 Where any withholding tax or other deduction is required by law, the Client shall gross-up the payment such that we receive the full amount invoiced, free of deduction or set-off.

3.3 Payment Terms

3.3.1 Unless otherwise stated in the Offer of Services (including any milestone schedule) or on the invoice, invoices are payable within fourteen (14) days of the invoice date. We may require payment in advance, deposits, or staged payments where stated in the Offer of Services.

3.3.2 Payment may be made by electronic funds transfer (EFT), credit card, or other approved methods. Credit card payments may attract a surcharge as notified.

3.3.3 No part of any amount payable may be withheld, set off, or delayed due to Client disputes, third-party issues, pending approvals, or other contingent events not caused by AKA Acoustics.

3.3.4 Time for payment is of the essence. Failure to pay any amount in full and on time shall entitle AKA Acoustics to suspend performance and enforce its rights without notice.

3.4 Late Payment Consequences

3.4.1 Where the Client fails to make payment by the due date:

Interest shall accrue on the unpaid amount at a rate of 8% per annum, calculated daily and compounded monthly;
An administrative fee of $50.00 AUD per calendar month (or part thereof) shall be charged on overdue accounts;
The Client shall be liable for all reasonable costs of collection, including legal fees on an indemnity basis and any recovery agent fees.

3.4.2 AKA Acoustics reserves the right to:

Suspend further deliveries, Services, or access to deliverables;
Retain title and/or repossess any unpaid Products in accordance with clause 4.2;
Terminate any current or future engagements with the Client.

3.5 Project-Based and Milestone Billing

3.5.1 For any engagement involving Services, site works, consulting, phased deliverables, or project-based implementation, the Client agrees to payment in accordance with the schedule set out in the relevant Offer of Services or Project Agreement.

3.5.2 Milestone-based billing may include, without limitation:

Upfront deposits or mobilisation payments;
Progress claims upon achievement of defined stages or deliverables;
Retention or final invoices upon project handover or practical completion.

3.5.3 The Client must make payment in accordance with the agreed milestone schedule, regardless of third-party delays, pending certifications, or internal processing matters.

3.5.4 Any failure to make a scheduled payment entitles AKA Acoustics to:

Suspend work until payment is received;
Adjust future milestone dates or pricing to reflect delays;
Charge demobilisation, remobilisation, or reprogramming costs.

3.6 Variations, Re-quotes, and Price Adjustments

3.6.1 AKA Acoustics reserves the right to revise pricing and apply variation charges in the following circumstances:

Where the Client requests a change to scope, specification, or deliverables;
Where the Client causes or contributes to a delay exceeding thirty (30) calendar days;
Where market or supplier costs increase materially (including labour, freight, fuel, or materials) between the Quote date and execution;
Where additional site visits, meetings, or reports are required due to Client conduct or third-party dependencies.

3.6.2 No variation is valid unless agreed in writing by AKA Acoustics. Where urgent circumstances require immediate work, pricing shall default to standard hourly or unit rates unless otherwise agreed.

3.7 Delay Caused by Client

3.7.1 If delivery of Products or Services is delayed due to acts or omissions of the Client, including but not limited to:

Failure to provide timely approvals, drawings, access, or instructions;
Site unavailability, unsafe conditions, or incomplete prerequisites;
Payment delay or contract administration issues,

then we may:

Issue interim invoices for work completed or committed to date;
Impose holding, demobilisation, or administration charges;
Adjust the project timeline, milestone schedule, or fees accordingly.

3.8 No Right of Set-Off

3.8.1 The Client shall not withhold or defer payment on the basis of:

Alleged defects or issues not yet verified;
Claims against third parties or White-Labeled Providers;
Unrelated disputes or contracts;
Pending insurance or funding approvals.

4. Delivery, Title, Risk and Site Conditions

4.1 Delivery, Dispatch and Transfer of Risk

4.1.1 Delivery of Products shall occur when the Products are dispatched from AKA Acoustics’ facility, warehouse, or nominated dispatch point, regardless of delivery method or shipping arrangements.

4.1.2 Upon dispatch:

Risk of loss, damage, deterioration, theft, or delay passes to the Client;
The Client bears all costs, responsibility, and liability for shipping, freight, customs, insurance, clearance, and final delivery.

4.1.3 AKA Acoustics shall not be liable for:

Delays caused by carriers, freight forwarders, customs authorities, port congestion, or acts of third parties;
Consequential loss arising from missed deadlines due to shipping delays;
Loss or damage to Products occurring in transit, after dispatch, or after being made available for pickup.

4.1.4 Where Products are to be installed by AKA Acoustics, partial delivery does not delay risk transfer. Risk passes upon dispatch, even if installation is pending.

4.2 Retention of Title

4.2.1 Title to all Products supplied remains with AKA Acoustics until we have received full, cleared payment of:

The purchase price for those Products;
Any applicable delivery, installation, or related charges;
Any other amounts due under the Contract.

4.2.2 Until full title passes:

The Client must hold the Products as fiduciary bailee and must not sell, assign, transfer, pledge, or otherwise deal with them except in the ordinary course of business;
Products must be clearly identified and stored separately from other goods;
We may enter the Client’s premises (or any premises under the Client’s control) to repossess unpaid Products without prior notice and without liability for trespass, damage, or interference.

4.2.3 The Client agrees to indemnify AKA Acoustics against all costs and liabilities incurred in enforcing our rights under this clause, including reasonable legal fees and recovery costs.

4.3 Site Access and Readiness

4.3.1 Where AKA Acoustics is required to attend, deliver to, or perform Services at a physical site, the Client must ensure that:

The site is accessible, secure, and not affected by third-party occupation or restriction;
All required site inductions, access permissions, keys, security passes, or notifications are arranged in advance;
Power, lighting, weather protection, safe working surfaces, and reasonable amenities (including toilets) are made available to our personnel;
All works required to enable our delivery are completed and cleared, including civil, electrical, or structural prerequisites.

4.3.2 If any of the above conditions are not met, we may:

Deem the site not ready and reschedule delivery or performance;
Charge call-out, stand-down, demobilisation, or waiting fees;
Adjust the timeline or pricing to reflect re-attendance or delays.

4.4 Work Health and Safety (WHS) Obligations

4.4.1 The Client is responsible for ensuring that the site complies with all applicable workplace health and safety laws, regulations, codes of practice, and site-specific requirements under Australian law and/or any applicable jurisdiction.

4.4.2 Each subcontractor, supplier, consultant, or other third-party individual attending the site—whether engaged by the Client or AKA Acoustics—is individually responsible for:

Complying with all WHS obligations relevant to their activities;
Providing their own PPE, safety documentation, insurances, and SWMS;
Ensuring the safety of their personnel and others affected by their work.

4.4.3 AKA Acoustics accepts no liability for injury, damage, delay, or regulatory breach arising from the acts or omissions of the Client, their contractors, or any unrelated third parties present at the site.

4.5 Claims and Delivery Disputes

4.5.1 Any claim for short delivery, damage, or non-conformity must be made in writing to AKA Acoustics within three (3) Business Days of delivery or installation, failing which all deliveries will be deemed accepted without condition.

4.5.2 Failure to notify us of delivery-related issues within the required timeframes waives the Client’s right to dispute quantity or condition of goods delivered.

5. Warranties, Performance Testing and Limitations of Liability

5.1 Manufacturer Warranties and Third-Party Goods

5.1.1 Where Products include components, hardware, systems, or equipment manufactured by third parties, the Client acknowledges that:

All warranties for such goods are provided solely by the manufacturer;
AKA Acoustics does not offer any additional warranties beyond those supplied by the original manufacturer;
Any claims for repair, replacement, or refund must be directed to the manufacturer and will be subject to their terms, procedures, and coverage limitations.

5.1.2 The Client agrees to review and comply with all warranty documentation, care instructions, or operating limitations published by the manufacturer. Failure to do so may void warranty rights.

5.1.3 AKA Acoustics shall not be liable for any downtime, disruption, or consequential loss arising from third-party warranty processing delays or manufacturer service policies.

5.2 Workmanship Warranty – Services

5.2.1 AKA Acoustics warrants that Services performed by us (or by White-Labeled Providers under our control) will be carried out with reasonable care and skill, in accordance with accepted industry standards and the agreed scope of work.

5.2.2 Any defect in workmanship must be notified in writing within ten (10) Business Days of delivery or completion, failing which the Services will be deemed accepted without condition.

5.2.3 Our liability for valid defects is limited, at our option, to re-performance of the defective portion of the Services or the issuance of a credit for that portion, to a maximum of the Fees paid.

5.2.4 The above warranty shall not apply in cases where:

The Client (or a third party) modifies, interferes with, or improperly uses the Services or deliverables;
The issue arises from third-party systems, contractor error, or non-compliant site works;
The Client has failed to provide accurate instructions, measurements, or technical input material to us.

5.3 Performance Testing and Regulatory Compliance

5.3.1 In any engagement involving acoustic design, system commissioning, AV integration, or consulting Services, the Client acknowledges that:

In-situ performance testing (e.g., reverberation time, insulation performance, speech intelligibility, background noise levels, mechanical noise criteria, or SPL levels) may be required to verify compliance with standards or guidelines;
Unless expressly included in the Offer of Services, such testing is excluded from scope and will be quoted separately upon request.

5.3.2 The Client remains responsible for:

Ensuring that the installed Products or completed Services are permitted and lawful for use in their jurisdiction;
Obtaining any necessary regulatory approvals, permits, or certifications for use or installation;
Adhering to any applicable building codes, fire ratings, acoustic targets, or accessibility standards.
Correct and compliant operation of all systems and equipment.

5.3.3 Any modifications made by the Client or third parties to Products, layouts, installation configurations, or acoustic treatments after our completion shall void all performance-related representations and any warranties.

5.4 Limitation of Liability

5.4.1 To the fullest extent permitted by law, AKA Acoustics excludes all express and implied warranties, conditions, or guarantees except as expressly stated in these Terms or required under the Australian Consumer Law (ACL).

5.4.2 Where liability cannot be excluded but can be limited, our liability shall be limited, at our option, to:

In the case of Products: replacement or resupply of the Products, or refund of the price paid;
In the case of Services: re-performance of the Services, or refund of the portion of Fees attributable to the defective portion.

5.4.3 In no event shall AKA Acoustics be liable for:

Indirect, consequential, incidental, or special losses (including loss of profit, revenue, opportunity, data, or reputation);
Client reliance on forecasts, simulations, or modelling outputs provided for indicative purposes;
Damage caused by the Client’s contractors, consultants, engineers, architects, or other trades;
Third-party system or equipment failure, even if supplied or integrated by us.

5.4.4 Our total aggregate liability for any and all claims arising from or in connection with a Contract shall not exceed fifty percent (50%) of the total Fees paid by the Client under that Contract in the twelve (12) months preceding the claim.

6. Consulting, White-Labeling and Subcontracting

6.1 Scope and Delivery of Consulting Services

6.1.1 AKA Acoustics offers professional Services across consulting, acoustic design, AV integration, documentation, strategic advisory, implementation support, and associated deliverables, including under white-label and subcontracting structures.

6.1.2 Consulting Services will be provided in accordance with the scope, objectives, deliverables, milestones, and assumptions set out in the Offer of Services or the applicable Project Agreement.

6.1.3 Unless expressly agreed in writing:

The Client acknowledges and agrees that, unless expressly stated in the Offer of Services or Project Agreement, the Services do not constitute structural engineering, building code certification, legal advice, or the issuing of statutory or regulatory approvals. The Client is responsible for engaging suitably qualified professionals to obtain any necessary permits, certifications, or compliance approvals under applicable law.
We do not guarantee specific commercial outcomes, profit improvements, market growth, or user satisfaction resulting from our Services.

6.2 White-Labeled Providers

6.2.1 AKA Acoustics may deliver part or all of the Services through White-Labeled Providers operating under our brand, logo, or documentation framework.

6.2.2 All White-Labeled Providers:

Are required to comply with our internal service standards, confidentiality obligations, and quality controls;
Are not entitled to present themselves to the Client or any third party as an independent contractor, service provider, or principal in the engagement;
Must comply with all WHS laws, licensing obligations, and professional standards relevant to their work.

6.2.3 The Client acknowledges and agrees that:

AKA Acoustics remains the sole contracting party responsible to the Client for all deliverables and representations, irrespective of which entity performs the work;
Any claims, disputes, or performance issues involving White-Labeled Providers must be raised directly with AKA Acoustics;
AKA Acoustics may enforce remedies and warranties against White-Labeled Providers at its discretion.

6.2.4 White-Labeled Providers shall indemnify AKA Acoustics for any loss, damage, cost, or liability arising from:

Their breach of law, regulation, or contractual obligation;
Their failure to meet agreed service levels, quality benchmarks, or compliance frameworks;
Any misrepresentation or unauthorised disclosure made to the Client.

6.3 Subcontracting

6.3.1 AKA Acoustics reserves the right to subcontract any part of the Services to third parties at its sole discretion.

6.3.2 All subcontractors (including White-Labeled Providers) shall:

Be subject to our approval and oversight;
Remain bound by confidentiality, intellectual property, and performance requirements;
Hold and maintain all necessary insurances, certifications, and registrations.

6.3.3 AKA Acoustics shall remain responsible for the final delivery and quality of Services delivered by subcontractors but shall not be liable for:

Delays caused by Client-appointed subcontractors or other third parties;
Misconduct, negligence, or default by any party not under our contractual control;
Design conflicts, service clashes, or documentation discrepancies introduced by other consultants.

6.4 Service Limitations and External Interference

6.4.1 The Client acknowledges that AKA Acoustics is not responsible for:

Errors, damage, or underperformance caused by other trades, builders, installers, or consultants not engaged by us;
Deviations in acoustic performance due to site conditions, construction methods, or variations introduced without our consent;
Failures arising from improper maintenance, post-installation modifications, or unapproved usage of installed systems or materials.

6.4.2 AKA Acoustics will respond to routine queries within three (3) Business Days and will prioritise urgent issues (such as installation disputes or time-critical claims) on a reasonable, severity-based triage.

6.4.3 All post-handover service requests, reviews, or client-side changes are out of scope unless covered under a separate support agreement or fee-based service schedule.

7. Intellectual Property and Confidentiality

7.1 Ownership of Intellectual Property

7.1.1 All intellectual property rights, title, and interest in:

Drawings, specifications, CAD files, acoustic models, documentation, diagrams, software, test results, tools, technical data, procedures, calculations, workflows, schematics, and Work Product;
Proprietary acoustic design methodologies, simulation techniques, and integration strategies;
Branding, formatting, visual presentation, and document templates,

created, authored, compiled, or modified by AKA Acoustics in connection with the supply of Products or Services, whether independently or in collaboration with the Client or third parties, shall vest exclusively in AKA Acoustics upon creation.

7.1.2 The Client shall acquire no right, title, licence, or interest in any Work Product or intellectual property created or provided by AKA Acoustics except to the extent expressly granted in writing and limited to the specific project scope.

7.1.3 All rights not expressly transferred or licensed remain fully reserved to AKA Acoustics.

7.2 Restrictions on Use and Reproduction

7.2.1 Without the prior written consent of AKA Acoustics, the Client must not:

Reproduce, reverse-engineer, adapt, modify, sublicense, distribute, or republish any Work Product;
Use any deliverable, diagram, report, design, or system for purposes other than the project to which it relates;
Provide or disclose any such materials to external consultants, competitors, or third parties, including for use on unrelated projects.

7.2.2 Where consent is granted for limited external use (e.g., submission to architects, certifiers, or authorities), the Client must ensure:

Proper attribution to AKA Acoustics;
That the materials are not misrepresented, altered, or used beyond their intended scope;
That third parties are subject to equivalent confidentiality obligations.

7.2.3 Use of AKA Acoustics' branding, logo, or identity on any external materials, media, case studies, or tenders requires prior written approval.

7.3 Client-Supplied Materials and Indemnity

7.3.1 Where the Client supplies materials, specifications, designs, models, instructions, or other content to AKA Acoustics for use in delivering the Services or creating Work Product, the Client warrants that:

They are the lawful owner or licensee of all supplied content;
The use, adaptation, or reproduction of such materials by AKA Acoustics will not infringe any intellectual property, moral rights, or confidential information of any third party.

7.3.2 The Client shall indemnify and hold harmless AKA Acoustics from and against any loss, damage, liability, claim, or expense (including legal costs on a full indemnity basis) arising from:

Any actual or alleged breach of intellectual property rights by the use of Client-supplied materials;
Any claim that the Services or Work Product incorporate unauthorised third-party material;
Any reliance placed by third parties on materials originating from the Client or their representatives.

7.4 Collaborative Projects with External Stakeholders

7.4.1 In any project involving collaboration with architects, builders, project managers, audio-visual integrators, or consultants, AKA Acoustics shall retain exclusive ownership of:

Any contribution made by us to design development, modelling, or specifications;
Any innovation, value engineering, performance methodology, or acoustic strategy developed during the engagement.

7.4.2 Collaboration shall not be construed as a joint venture, co-ownership, or assignment of intellectual property unless expressly documented in a signed IP licence agreement.

7.5 Confidentiality Obligations

7.5.1 Each party agrees to keep strictly confidential all Confidential Information disclosed in connection with the Contract, including technical data, trade secrets, pricing, methods, financials, client lists, and non-public documentation.

7.5.2 Confidentiality obligations apply to all employees, subcontractors, agents, affiliates, and representatives of both parties and must be passed through in any subcontract or external engagement.

7.5.3 These obligations survive for a period of seven (7) years following the termination or completion of the Contract, or longer where required by law, regulation, or express agreement.

7.6 Exclusions and Permitted Disclosures

7.6.1 The confidentiality obligations under clause 7.5 do not apply to information which:

Is in or becomes part of the public domain other than through breach of these Terms;
Is lawfully received from a third party without breach of confidentiality;
Was already known to the receiving party on a non-confidential basis prior to disclosure;
Is required to be disclosed by law, regulation, court order, or regulatory authority, provided that prior notice is given (where legally permitted).

8. Indemnities and Limitations of Liability

8.1 Client Indemnities

8.1.1 The Client indemnifies, and must keep indemnified, AKA Acoustics, its directors, employees, subcontractors, White-Labeled Providers, and authorised agents from and against any loss, damage, liability, claim, cost, or expense (including legal costs on a full indemnity basis) arising from or in connection with:

The Client’s breach of these Terms or any applicable Project Agreement;
The Client’s negligent act, omission, misstatement, or failure to provide accurate instructions or approvals;
Any misuse, resale, unauthorised installation, or unsafe operation of Products or Services;
Any claim by a third party in relation to the Client’s use or reproduction of our Work Product;
Use of the Services or Products in violation of any applicable law, regulation, permit condition, or statutory code;
Any claim arising from Client-supplied materials, data, specifications, or intellectual property;
Any injury, damage, or disruption caused by Client-appointed builders, trades, consultants, or site personnel not under the contractual control of AKA Acoustics.

8.1.2 This indemnity is continuing and survives the completion or termination of the Contract. It is not necessary for AKA Acoustics to incur expense or make payment before enforcing the indemnity.

8.2 Limitation of Liability

8.2.1 To the maximum extent permitted by law, AKA Acoustics excludes all warranties, guarantees, representations, and liability not expressly stated in these Terms, including any implied warranty of fitness for purpose, merchantability, or quiet enjoyment.

8.2.2 Where liability cannot be excluded but may be limited, the Client agrees that our total cumulative liability for all claims arising out of or in connection with the Contract, whether in contract, tort (including negligence), equity, statute, or otherwise, shall be limited to the lesser of:

The actual direct loss suffered by the Client; or
Fifty percent (50%) of the total Fees paid to AKA Acoustics under the relevant Contract in the twelve (12) months preceding the first event giving rise to the liability.

8.2.3 In no event shall AKA Acoustics be liable (whether directly or indirectly) for:

Loss of profit, loss of revenue, loss of opportunity, loss of goodwill, or loss of data;
Any special, indirect, consequential, exemplary, incidental, or punitive damages;
Cost overruns, design failure, construction delays, or operational downtime caused by third-party trades, consultants, or suppliers not under our exclusive control;
Any reliance placed on advice, models, reports, or recommendations provided as part of our Services where the Client has failed to implement them accurately or has altered the installation, environment, or application.

8.2.4 Without limiting the generality of clause 8.2.3, we are not liable for any damages, liabilities, or defects:

Caused by or arising from the failure of the Client to comply with our written specifications, instructions, or installation guidance;
Arising from the use of Products outside the recommended or approved application;
Attributable to circumstances reasonably beyond our control, including Force Majeure.

8.3 Exclusion of Client Claims for Third-Party Failures

8.3.1 The Client acknowledges and agrees that AKA Acoustics shall not be liable for:

The conduct, performance, or failure of subcontractors or service providers engaged directly by the Client;
White-Labeled Providers who have not been appointed, authorised, or engaged by AKA Acoustics;
Delays caused by approvals, authorities, councils, or third-party consultants;
Damage, rework, or underperformance arising after handover due to subsequent works by others, Client alterations, or environmental conditions beyond our control.

8.3.2 AKA Acoustics’ role shall not be construed as a project manager, lead consultant, or head contractor unless expressly stated in a written agreement signed by both parties.

9. Termination and Force Majeure

9.1 Termination by AKA Acoustics

9.1.1 AKA Acoustics may terminate any Contract, Project Agreement, or Order in whole or in part with immediate effect by written notice to the Client if:

The Client fails to make payment by the due date for any invoice issued;
The Client breaches any material provision of these Terms or the relevant Offer of Services and fails to remedy the breach within five (5) Business Days of receiving notice;
The Client becomes insolvent, subject to administration, or unable to pay its debts as and when they fall due;
AKA Acoustics, acting reasonably, determines that continuation of the engagement poses a reputational, financial, legal, regulatory, safety, or ethical risk to its business;
A Force Majeure event (as defined in clause 9.3) prevents performance for a continuous period exceeding thirty (30) calendar days.

9.1.2 Termination shall be without prejudice to any accrued rights or remedies of AKA Acoustics, including the right to recover unpaid amounts, interest, and any costs or losses caused by the Client’s breach.

9.2 Consequences of Termination

9.2.1 Upon termination of the Contract for any reason:

All amounts due and payable (whether or not invoiced) shall become immediately due and payable without further notice or demand;
The Client must immediately cease use of any Work Product, documentation, or IP not yet paid for;
The Client must return, delete, or permanently destroy any Confidential Information or materials provided by AKA Acoustics within seven (7) days of termination;
AKA Acoustics may, at its discretion, cancel delivery, repossess unpaid goods, or issue a final invoice for work in progress, expenses incurred, and materials committed.

9.2.2 The Client has no right to claim refund, offset, or loss for any unperformed portion of the Services where termination was initiated under clause 9.1.

9.3 Force Majeure

9.3.1 Neither party shall be liable for any failure to perform or delay in performing its obligations (excluding payment obligations) due to a Force Majeure event, defined as any circumstance beyond a party’s reasonable control including but not limited to:

Natural disasters, weather events, flood, fire, or earthquake;
Pandemic, epidemic, or public health order;
War, terrorism, embargo, riot, insurrection, or civil unrest;
Government actions, change in law, or regulatory intervention;
Supply chain failure, shortage of materials, fuel crisis, courier disruption, or industrial action (including at subcontractor or supplier level);
Critical illness, injury, or incapacity of key personnel where substitution is not reasonably possible.

9.3.2 The affected party must notify the other party in writing within a reasonable time of becoming aware of the Force Majeure event, stating the nature, expected duration, and impact.

9.3.3 If the Force Majeure event continues for more than thirty (30) calendar days, either party may terminate the affected portion of the Contract with immediate effect and no further liability, except for amounts properly incurred or committed to up to the date of termination.

9.3.4 The Client shall not be entitled to claim delay damages, penalties, or consequential losses caused or contributed to by a Force Majeure event.

10. Governing Law, Dispute Resolution and Multi-Party Projects

10.1 Governing Law and Jurisdiction

10.1.1 These Terms, and any Contract to which they relate, shall be governed by and construed in accordance with the laws of New South Wales, Australia, excluding its conflict of law rules.

10.1.2 The parties irrevocably submit to the exclusive jurisdiction of the courts of New South Wales, and any courts having appellate jurisdiction therefrom, for the resolution of any dispute, controversy, or claim arising out of or in connection with the Contract.

10.1.3 AKA Acoustics reserves the right, at its sole discretion, to commence or enforce proceedings in any other jurisdiction where the Client is located, operates, holds assets, or where enforcement is sought.

10.1.4 Service of legal process may be effected by email, courier, or any method permitted under applicable laws, and the Client waives any objection to service via such method.

10.2 Dispute Resolution Procedure

10.2.1 If any dispute arises between the parties in connection with the interpretation, performance, or breach of these Terms or a Contract, the parties must follow this resolution process:

Step 1 – Negotiation:

The parties must attempt to resolve the dispute in good faith through direct negotiation between authorised representatives. This process must commence within five (5) Business Days of either party issuing a written notice of dispute.
Step 2 – Mediation (Optional):

If the dispute remains unresolved after fourteen (14) calendar days, either party may request mediation under the auspices of the Resolution Institute or another agreed mediator. Mediation will occur in Sydney, NSW, unless otherwise agreed.
Step 3 – Arbitration or Litigation:

If the matter remains unresolved after mediation (or where mediation is declined), the dispute may be referred by AKA Acoustics to:
- Litigation in the courts of New South Wales; or
- Arbitration under the UNCITRAL Arbitration Rules, with the seat of arbitration in Sydney, NSW, and proceedings conducted in English.

10.2.2 The parties agree to continue to perform their obligations under the Contract during the dispute resolution process, unless suspended by AKA Acoustics under clause 9.

10.2.3 This clause does not prevent a party from seeking urgent injunctive, interlocutory, or equitable relief where appropriate.

10.3 Multi-Party and Subcontracted Engagements

10.3.1 In all projects involving subcontractors, White-Labeled Providers, consultants, or external stakeholders, the Client acknowledges that:

The Contract is between the Client and AKA Acoustics alone;
AKA Acoustics remains the principal point of contact for all performance, billing, and warranty issues;
No direct contractual relationship exists between the Client and any subcontractor or White-Labeled Provider unless separately agreed in writing.

10.3.2 All disputes, complaints, performance issues, or claims arising from third-party contributors engaged or managed by AKA Acoustics must be directed solely to AKA Acoustics, and not to the third party directly.

10.3.3 AKA Acoustics reserves the exclusive right to:

Mediate, settle, defend, or pursue such claims on behalf of its subcontractors or White-Labeled Providers;
Determine any commercial remedy or escalation pathway applicable to subcontracted work.

10.3.4 The Client must not initiate legal or regulatory action directly against a subcontractor or White-Labeled Provider engaged by AKA Acoustics unless required by law or expressly permitted by AKA Acoustics in writing.

11. Final Provisions

11.1 Amendments and Updates

11.1.1 AKA Acoustics may amend, vary, or update these Terms from time to time by publishing the updated version on its official website or notifying the Client directly.

11.1.2 Unless otherwise agreed in writing, the version of the Terms in effect at the time the Client accepts the applicable Offer of Services shall govern that Contract.

11.1.3 Continued engagement with AKA Acoustics following any update constitutes acceptance of the amended Terms for all future Orders or Contracts.

11.2 Assignment and Dealings

11.2.1 The Client must not assign, transfer, novate, subcontract, or otherwise deal with any of its rights or obligations under the Contract without the prior written consent of AKA Acoustics.

11.2.2 AKA Acoustics may assign or novate its rights or obligations under the Contract (in whole or in part) to any affiliated company, successor entity, or approved subcontractor without notice or further consent.

11.3 Severability

11.3.1 If any provision (or part of a provision) of these Terms is found to be invalid, illegal, or unenforceable by a court of competent jurisdiction, that part shall be severed, and the remaining provisions shall remain valid and enforceable to the maximum extent permitted by law.

11.4 Entire Agreement

11.4.1 These Terms, together with the applicable Offer of Services, Project Agreement, or Schedule of Services (as applicable), constitute the entire agreement between the parties and supersede all prior representations, discussions, emails, proposals, negotiations, understandings, and agreements, whether oral or written.

11.4.2 The Client acknowledges that it has not relied upon any representation, warranty, or statement made by or on behalf of AKA Acoustics which is not expressly included in the Contract.

11.5 No Waiver

11.5.1 No failure or delay by AKA Acoustics in exercising any right, power, or remedy under the Contract operates as a waiver of that right, nor does any single or partial exercise preclude any further exercise of that or any other right.

11.6 Governing Language

11.6.1 These Terms are written and intended to be interpreted in English. In the event of any discrepancy between translations, the English version shall prevail.

11.7 Notices

11.7.1 Any notice required or permitted to be given under these Terms must be in writing and delivered by:

Email to the last known email address of the relevant party, with receipt confirmation or a delivery success report;
Courier, registered mail, or express post to the party’s principal business address or address for service.

11.7.2 Notices are deemed to have been received:

On the date and time shown in a delivery receipt or email confirmation;
On the third (3rd) Business Day after posting within Australia;
On the fifth (5th) Business Day after international posting.

Contact Details

AKA Acoustics Pty Ltd

ABN: 19 660 209 370

Email: sales@akaacoustics.com

Website: www.akaacoustics.com