MASTER TERMS AND CONDITIONS OF BUSINESS
Effective Date: 14 February 2026 Version: 3.0 (Global Edition)
THIS IS A LEGALLY BINDING AGREEMENT. PLEASE READ CAREFULLY. THIS AGREEMENT CONTAINS PROVISIONS THAT LIMIT OUR LIABILITY AND REQUIRE YOU TO INDEMNIFY US.
1. APPLICATION, DEFINITIONS & CONSUMER WARNING
1.1 The Company: Refers to TNR Group Pty Ltd (ABN 96 652 948 573) and its associated global entities, subsidiaries, and trading names, including but not limited to The Next Rex, AMDM Australia, Ali Jee LLC (USA), and The Next Rex (Pvt) Ltd (Pakistan) (Hereinafter “We”, “Us”, or “Our”).
1.2 The Client: Refers to the commercial entity engaging The Company for Services (Hereinafter “You” or “Client”).
1.3 BUSINESS USE ONLY (CRITICAL): The Client warrants that they are a commercial entity engaging The Company for business purposes. These Services are NOT intended for Consumers (as defined in the Australian Consumer Law or UK Consumer Rights Act). If you are a Consumer, you must NOT engage our services.
1.4 Acceptance: By accepting a Quote, paying an Invoice, or allowing work to commence, the Client confirms they are a Business and irrevocably agrees to these Terms.
2. GENERAL NATURE OF SERVICES (THE “MINION” CLAUSE)
2.1 Execution Only: The Client acknowledges and agrees that The Company acts solely as a technical execution service. We perform tasks strictly in accordance with the instructions, specifications, designs, and data provided by the Client.
2.2 No Advisory Duty: Unless explicitly agreed in a separate written “Advisory Agreement,” The Company does not provide professional advice, engineering certification, architectural validation, or IT security guarantees.
2.3 Client Responsibility: The Client retains full legal and professional responsibility for the suitability, legality, and safety of the instructions they provide to us.
3. ENGINEERING, CONSULTANCY & HIGH-RISK SERVICES
3.1 Scope: This Section applies to all engineering and technical services, including Structural, Civil, Electrical, Mechanical, Fire Safety, Stress Calculation, Design Validation, 3D Modelling, and QA/QC.
3.2 EXECUTION ONLY (NO ENGINEER OF RECORD):
- (a) The Client acknowledges that The Company acts solely as a Technical Support Service. We are not the Engineer of Record, Principal Design Practitioner, or Certifying Authority.
- (b) Fire Safety & Stress Analysis: Any fire safety designs, egress models, or stress calculations provided are preliminary and conceptual only. The Client MUST have these validated by a licensed Fire Safety Engineer or Structural Engineer before implementation. We are not liable for loss of life or property due to fire or structural failure.
- (c) Design Validation & QA/QC: Our validation services are limited to checking against Client-provided parameters. We do not guarantee that a design is error-free or fit for purpose in the real world.
3.3 MANDATORY VERIFICATION: The Client MUST have all Deliverables (drawings, calculations, models) reviewed and stamped by a licensed Professional Engineer (PE/CPEng) in the relevant jurisdiction BEFORE construction. The Client assumes all risk for using unverified data.
4. IT, SOFTWARE & DIGITAL MARKETING SERVICES
4.1 Scope: This Section applies to Website Design, Software Development, SEO, Google Ads, Social Media Marketing, Hosting, and IT Support.
4.2 NO GUARANTEE OF RESULTS (SEO/ADS):
- (a) SEO & Marketing: The Company does not guarantee specific search engine rankings, traffic increases, or sales numbers. Algorithms (Google, Facebook) change daily, and we have no control over them.
- (b) Ad Spend: The Client is solely responsible for paying all media costs (e.g., Google Ads budget). We are not liable for “click fraud” or budget overruns if the Client fails to set caps.
4.3 SOFTWARE & APPS:
- (a) Bugs: The Client acknowledges that no software is bug-free. We provide a 14-day warranty period for bug fixes. After that, maintenance is billable.
- (b) Platform Changes: We are not liable if a third-party platform (e.g., iOS, Android, WordPress) updates and breaks your app/site.
4.4 HOSTING & SECURITY:
- (a) No Backups: As per Section 3 in the General Terms, we do not provide a backup service.
- (b) Hack Liability: We are not liable if your website is hacked, defaced, or infected with malware, even if we manage the security.
5. SECONDMENT & LABOUR HIRE (ALL DISCIPLINES)
5.1 Scope: This applies to the provision of Engineers (Civil, SMP, Electrical, etc.), Developers, Testers, Admins, and Accountants.
5.2 DEEMED EMPLOYMENT & CONTROL:
- (a) Client Control: The Secondee works strictly under the direction, supervision, and control of the Client.
- (b) No Vicarious Liability: The Company is not liable for any errors, negligence, omissions, or misconduct committed by the Secondee. If a seconded Accountant makes a math error, or a seconded Civil Engineer miscalculates a load, that is the Client’s responsibility, not ours.
- (c) Safety (OHS/WHS): The Client is responsible for the Secondee’s workplace safety while they are on the Client’s site or working on Client systems.
6. FEES, PAYMENT & SUSPENSION
6.1 Payment Terms: All invoices are due and payable strictly within seven (7) days of the invoice date.
6.2 Late Payment Consequences: The Client acknowledges that late payment causes The Company significant administrative burden and cash flow disruption. Failure to pay by the due date will incur:
- (a) Suspension: Immediate suspension of all Services (including taking websites offline, pausing engineering work, and withholding CAD files/IP);
- (b) Late Administration Fee: A recurring administrative fee of 2% of the outstanding invoice value (or a minimum of AUD $50.00) will be added to the account for every 30 days the invoice remains unpaid, to cover the cost of account management and collections;
- (c) Debt Recovery: The Client agrees to pay all third-party debt recovery costs and legal fees on a full indemnity basis.
6.3 No Set-Off: The Client may not withhold payment due to any dispute or claim.
7. LIMITATION OF LIABILITY (THE “SMART SHIELD”)
7.1 Exclusion: To the maximum extent permitted by law, The Company’s liability for any claim (whether in contract, negligence, tort, or statute) is EXCLUDED.
7.2 Savings Clause (The Cap): If a court determines that Clause 7.1 is unenforceable (e.g., under the Australian Consumer Law), The Company’s liability is strictly limited, at our sole option, to:
- (a) The Resupply of the Service; or
- (b) The Refund of the Fees actually paid by the Client for the specific task.
- 7.3 No Consequential Loss: Under no circumstances shall The Company be liable for loss of profit, revenue, business interruption, loss of data, or any indirect or consequential damages.
- 7.4 No Insurance: The Client acknowledges that The Company may not hold Professional Indemnity Insurance. The Client agrees to self-insure.
8. INDEMNITY
8.1 The Client agrees to indemnify, defend, and hold harmless The Company, its directors, and employees against all claims, damages, costs, and legal fees (on a solicitor-client basis) arising from:
- (a) The Client’s use of the Services;
- (b) Client instructions that cause IP infringement or structural failure;
- (c) Any breach of this Agreement by the Client.
8.2 This indemnity applies to the fullest extent permitted by law but does not apply to claims arising solely from The Company’s proven fraud or gross negligence.
9. INTELLECTUAL PROPERTY (IP)
9.1 Background IP: All pre-existing IP, methodologies, and scripts owned by The Company remain our property.
9.2 Foreground IP: Upon full payment of all Fees, The Company grants the Client a non-exclusive license to use the final deliverables. We do not transfer ownership of source code or working files unless explicitly agreed in writing.
10. GOVERNING LAW & JURISDICTION
10.1 Governing Law: This Agreement is governed by the laws of Western Australia.
10.2 Exclusive Jurisdiction: The parties submit to the exclusive jurisdiction of the courts of Perth, Western Australia.
10.3 International Waiver: International Clients (including USA/UK) explicitly WAIVE ANY RIGHT to litigate elsewhere (including jury trials) and acknowledge that any legal action must be brought exclusively in Perth, Western Australia, at the Client’s sole cost and expense..
11. TERMINATION
11.1 The Company may terminate this Agreement immediately without notice if the Client:
- (a) Fails to pay any invoice by the due date;
- (b) Becomes insolvent;
- (c) Breaches any term of this Agreement.
11.2 Upon termination, The Company’s obligations to provide Services cease immediately.
11.3 Acceleration of Debt: Upon termination, all outstanding fees (including future instalments for work already committed) become immediately due and payable as a liquidated debt.
12. GENERAL PROVISIONS
12.1 Severability: If any provision of this Agreement is held to be unenforceable, that provision shall be severed, and the remainder shall remain in full force.
12.2 Data Warranty: The Client warrants that all data provided to The Company complies with applicable Privacy Laws (GDPR/APP) and that they have the right to share it.
12.3 Entire Agreement: These Terms constitute the entire understanding between the parties and supersede all prior agreements or representations.
12.4 SURVIVAL (CRITICAL): The following clauses survive the termination of this Agreement: Clause 4 (IT/Data), Clause 6 (Payment & Debt Recovery), Clause 7 (Limitation of Liability), Clause 8 (Indemnity), and Clause 10 (Governing Law).