Application of terms and conditions
These terms and conditions apply to all Customer Work Requests except where Western Power considers, in its sole discretion, the Works to be complex or major works. If Western Power determines that these terms and conditions do not apply to the Customer Work Request then Western Power will identify this to the Customer and propose alternative terms and conditions to be agreed between the Parties before Western Power processes the Customer Work Request.
Where these terms and conditions apply to a Customer Work Request, the Contract comprises:
(a) the Customer Work Request;
(b) these terms and conditions; and
(c) and the access offer and acceptance form (if applicable),
and will commence upon Western Power’s receipt of the Customer Work Request through the Western Power website and payment of the relevant application fee (if any) for the Works the subject of the Customer Work Request.
1.3 If the Works the subject of the Customer Work Request is to facilitate a land subdivision then the requirements of the UDS Manual apply and the terms and conditions of this Contract are amended to the extent they are inconsistent with the requirements of the UDS Manual.
2. Validation of Customer Work Request
2.1 Upon receipt of a Customer Work Request, Western Power will validate the Customer Work Request to ensure that Western Power can deliver the Works or other services requested by the Customer with the information provided in the Customer Work Request.
2.2 Where the Customer Work Request is missing information, the information is not of sufficient quality or in Western Power’s reasonable opinion it will not be able to perform the Works or other services Western Power may reject the Customer Work Request and this Contract automatically terminates.
2.3 In the event Western Power rejects the Customer Work Request under clause 2.2 Western Power may in its sole discretion determine whether to refund the whole or part of the Customer Work Request application fee paid by the Customer but is under no obligation to do so.
3. Design information package and feasibility study services
3.1 If the Customer Work Request requires Western Power to perform design information package or feasibility study services, Western Power will prepare the relevant documentation based on the Customer’s information set out in the Customer Work Request and provide this to the Customer.
3.2 The Customer agrees to pay Western Power’s actual costs of performing the design information package or feasibility study services.
3.3 If Western Power’s actual costs of performing the design information package or feasibility study services exceed the Customer Work Request application fee paid by the Customer, Western Power may issue the Customer a Tax Invoice for the balance of its actual costs of completing the design information package or feasibility study services which the Customer must pay within 30 days of the date of the Tax Invoice.
4. Detailed Design
4.1 If Western Power considers that the Works require a detailed design to progress and the costs of preparing that detailed design are not covered by the Customer Work Request application fee then Western Power will provide the Customer a Tax Invoice for its anticipated design fee which must be paid within 30 days of the date of the Tax Invoice. If the Tax Invoice is not paid in accordance with this clause 4.1 then this Contract automatically terminates and the Customer must submit a new Customer Work Request to proceed with the Works.
4.2 If a detailed design is required and the Customer has paid the Tax Invoice issued in accordance with clause 4.1 or the anticipated costs of the detailed design were covered by the Customer Work Request application fee then Western Power will prepare a detailed design based on the information set out in the Customer Work Request.
4.3 The Customer acknowledges and agrees that:
(a) the anticipated design fee paid as part of the Customer Work Request application fee or pursuant to clause 4.1 is non-refundable unless Western Power, in its sole discretion, decides otherwise;
(b) the anticipated design fee is a forecast cost only and may not be the actual cost of preparing the detailed design for the Works;
(c) GST is payable on the design fee; and
(d) only the non-GST component of any design fee is included in calculation of the Customer Contribution for the Works
5. Access Offer
5.1 Upon completion of the detailed design pursuant to clause 4.2 or if Western Power determines that it does not require a detailed design for the Works Western Power will provide the Customer an access offer containing:
(a) a design and plan for the Works (as applicable) and a scope of the Works to be undertaken by Western Power;
(b) the deliverables the Customer must satisfy or provide (if any) as pre-conditions for Western Power to complete the Works. Customer deliverables may include vegetation clearing, upgrading Customer infrastructure, Work Site preparation, Land Access Right requirements, surveying boundaries or any other matter reasonably required by Western Power;
(c) an access offer acceptance form; and
(d) a tax invoice for the Customer Contribution of the Works.
5.2 If the Customer wishes to proceed with the Works, the Customer must:
(a) within 60 days (or 90 days if the Works are for a land subdivision) of the date of the access offer provided to the Customer under clause 5.1:
(i) execute and return the access offer acceptance form to Western Power; and
(b) within 30 days of acceptance pay the Customer Contribution or make alternative arrangements for payment of the Customer Contribution on terms acceptable to Western Power; and
(c) within 6 months of the date of the access offer provided to the Customer under clause 5.1:
(i) complete all Customer deliverables specified by Western Power pursuant to clause 5.1(b); and
(ii) obtain all Government Approvals and Land Access Rights pursuant to clause 9.
5.3 If the Customer does not accept the access offer provided to the Customer under clause 5.1 by complying with all of the requirements of clause 5.2, the access offer expires, this Contract immediately terminates, and the Customer must submit a new Customer Work Request to proceed with the Works.
5.4 The Customer acknowledges and agrees that it is responsible for carefully reviewing the design and plans for the Works (as applicable) as well as the scope of the Works to ensure they accord with the Customer’s requirements.
6. Assumed Conditions
6.1 The Customer acknowledges and agrees that Western Power’s performance of its obligations to perform the Works and other services under this Contract (including the preparation of the design information package or feasibility study services and the detailed design) will be performed by Western Power based on the Assumed Conditions being fulfilled.
6.2 Without limiting Western Power’s other rights or remedies under this Contract, if Western Power encounters conditions inconsistent with the Assumed Conditions in the performance of its obligations under this Contract (including the preparation of the design information package or feasibility study services, the detailed design and the Works), Western Power may:
(a) determine that the Customer has deemed to have requested a variation of the Works or the design of the Works under clause 8; or
(b) issue the Customer a Tax Invoice for Western Power’s additional costs that arise from the inconsistency (such as remobilisation costs associated with rescheduling the time of performing the Works) which the Customer must pay within 30 days of issue.
7. Timing of the Works
7.1 Western Power:
(a) will commence the Works following the Customer’s compliance with clause 5.2; and
(b) does not guarantee the timeframe for the commencement or completion of the Works.
8.1 Western Power may, in its sole discretion, consider undertaking variations to the Works or other services it is required to perform under this Contract which are reasonably requested by the Customer in writing prior to completion of the Works or other services (as applicable). Western Power will have no liability to the Customer if it refuses to carry out a variation requested by the Customer.
8.2 If Western Power agrees to perform the variation requested by the Customer under clause 8.1, Western Power will provide the Customer with a quotation for the performance of the requested variation.
8.3 The Customer must within 5 Business Days of receipt of Western Power’s quotation under clause 8.2 notify Western Power in writing whether or not it accepts the quotation. Unless otherwise agreed by the Parties in writing, if the Customer fails to notify Western Power in the manner and within the timeframe specified in this clause 8.3, the Customer will be deemed to have rejected Western Power’s quotation and Western Power will have no further obligation in respect of the requested variation. For clarity, if the requested variation is in connection with an Assumed Condition, Western Power has no further obligation to complete the Works or amendments to the design and this Contract immediately terminates.
8.4 The Customer must pay an administration fee (in the amount specified on Western Power’s website see https://westernpower.com.au) or such other amount reasonably determined by Western Power for each variation to the scope of the Works or design for the Works, whether requested under this clause 8 by the Customer or as otherwise may be required under clause 6 or otherwise under this Contract.
9. Government Approvals and Land Access Rights
9.1 The Customer must use all reasonable endeavours to apply for, obtain and maintain all Government Approvals and Land Access Rights necessary for Western Power to perform the Works.
9.2 The Customer must:
(a) keep Western Power informed of its progress in obtaining each necessary Government Approval and Land Access Right;
(b) inform Western Power as soon as each Government Approval or Land Access Right is obtained; and
(c) inform Western Power as soon as a Government Approval or Land Access Right has been rejected or is likely to be rejected.
9.3 If the Customer is unable to obtain any Government Approval or Land Access Right that is required to carry out the Works then Western Power may immediately terminate this Contract upon written notice to the Customer.
10. Work Site
10.1 The Customer grants or will procure the grant of a rent-free licence to allow Western Power and its Personnel to enter and depart the Work Site at all times during the performance of the Works.
10.2 The Customer and its Personnel must:
(a) not cause any damage or interference with the Works, the Work Site or Western Power’s equipment; and
(b) observe all reasonable requirements, directions or instructions of Western Power and its Personnel when at the Work Site.
11. Limit of liability
11.1 To the extent permitted by law and subject to clauses 11.2 and 11.3, Western Power will have no liability to the Customer in connection with the performance of the Works or other services under this Contract, howsoever arising, except in relation to defects in the Works which will be limited to the re-performance of the Works.
11.2 Subject to clauses 11.3, a Party has no liability to the other, nor is a Party entitled to make any Claim, in respect of any Indirect or Consequential Loss incurred or sustained by the other Party as a result of any act or omission of that Party (whether negligent or otherwise) or as a result of a breach of this Contract by that Party.
11.3 The limitations of liability in clause 11.2 do not apply in respect of any fraud, deliberate default, gross negligence or wilful misconduct or any act or omission done or not done by a Party with a reckless disregard for the consequences by the other Party (or any other person for whom the Customer or Western Power is responsible).
12.1 The Customer acknowledges and agrees that the Works will at all times remain the property of Western Power, and the Customer will not acquire any proprietary or other interest in any of the Works by reason of this Contract or action or any representation under this Contract except where:
(a) the Works include the installation of a consumer pole or a mains connection box, in which case, those physical items will be the Customer’s property immediately following their installation by Western Power; or
(b) Western Power determines that the Works do not form part of the Network.
13. Work Data
13.1 All Work Data will at all times be held by and remain the property of Western Power, and the Customer will not acquire any proprietary or other interest in any of the Work Data by reason of this Contract or action or any representation under this Contract.
13.2 Subject to clauses 13.3 to 13.6 (inclusive), the Customer will have the right to use the Work Data for the purposes of progressing the Works.
13.3 The Parties must keep confidential, and not use or disclose, any Confidential Information, except as permitted by this Contract and immediately notify the other Party if it becomes aware of any loss or unauthorised use, access, copying or disclosure of any Confidential Information.
13.4 A Party may, to the extent necessary:
(a) use Confidential Information; and
(b) disclose Confidential Information to the Personnel who have a specific need to access that Confidential Information, but then only to the extent that that they need, for the purposes of performing the relevant obligations or exercising the relevant rights arising under or pursuant to this Contract.
13.5 The obligations in clause 13.4 do not apply to any disclosure of information:
(a) to a Party’s legal advisers who are under a duty of confidence;
(b) made with the other Party’s prior written consent, which can be withheld in its discretion or given subject to conditions;
(c) required to be disclosed to any government agency in connection with the granting of any Government Approval required under this Contract or the fulfilment by Western Power of any of its functions;
(d) any disclosure required by any legal requirement (including any order of a court of competent jurisdiction) or the rules of any stock exchange or statutory duty or a government minister; and
(e) which is, at the relevant time, in the public domain other than as a result of a breach by a Party of its obligations under this Contract.
13.6 The Customer must either:
(a) return to Western Power; or
(b) destroy or delete,
as Western Power directs, all original documents and copies (including in electronic form) in the Customer’s (and its Personnel’s) possession, custody or control which comprise, contain, reproduce, are based on, utilise or relate to the Confidential Information, at the earliest of the following:
(a) as soon as such documents and other materials, or any of them, are no longer required by the Customer or its Personnel, as applicable;
(b) immediately on demand by Western Power; or
(c) the expiry or termination of this Contract.
14. Freedom of information
14.1 The Customer acknowledges that Western Power is legally bound by the Freedom of Information Act 1992 (WA) and that this Contract or Work Data may become the subject of an application under that Act and access to them may need to be given to a third party in accordance with that Act. Western Power has no liability to the Customer whatsoever for giving access to a document in accordance with the Freedom of Information Act 1992 (WA).
15.1 If a Party breaches this Contract, the other Party may issue a default Notice specifying the breach details and requiring the defaulting Party to remedy the default.
15.2 If the defaulting Party fails to remedy the default within 10 Business Days after receipt of a default Notice under clause 15.1, then a critical default has occurred and the non-defaulting Party may exercise its rights in accordance with clause 16.
16.1 This Contract may be terminated by Notice with immediate effect by:
(a) either Party if the other Party suffers an Insolvency Event;
(b) either Party if the other Party commits a critical default under clause 15.2; or the Customer, at any time, for its sole convenience.
16.2 Termination of this Contract is without prejudice to:
(a) the rights and obligations of the Parties under this Contract arising prior to termination; and
(b) except as otherwise provided in this Contract, any rights or remedies which may be available to a non-defaulting Party under this Contract or at law or in equity.
16.3 Following the expiry or termination of this Contract if the Customer Contribution has been paid to Western Power, Western Power will refund to the Customer any Customer Contribution paid by the Customer less a project administration fee (in the amount specified on Western Power’s application forms see https://westernpower.com.au) and any costs incurred by Western Power in relation to the Works up to the date of termination. If the Customer has not paid the Customer Contribution as at the date of termination or expiry of this Contract, or the Customer Contribution that has been paid but does not cover the project cancellation fee (in the amount specified on Western Power’s applications forms see https://westernpower.com.au) and the costs incurred by Western Power in relation to the Works up to the date of termination, the Customer must pay Western Power project cancellation fee plus the unrecovered costs incurred by Western Power in relation to the Works up to the date of termination as a debt due and payable.
17. Dispute resolution
17.1 In the event of a dispute in relation to the subject matter covered by this Contract, either Western Power or the Customer must deliver a Notice of dispute to the other Party.
17.2 The Party delivering the Notice of dispute must provide enough information about the dispute for the other Party to reasonably understand the dispute, the basis on which it is claimed and the relief that is claimed.
17.3 If the dispute is not resolved within 7 days of the Notice of dispute being delivered (or such further period as the Parties agree), the dispute must be referred to a manager of each Party and the managers must endeavour to resolve the dispute.
17.4 Unless otherwise agreed in writing, all communications at or in relation to these meetings are without prejudice and confidential, and an agreement reached must be in writing and signed by both Western Power and the Customer.
17.5 Neither Party may issue proceedings to have a dispute determined unless the dispute is not resolved within 35 calendar days after the relevant Notice of dispute was originally delivered (or such further period as the Parties mutually agree).
18.1 Unless the context indicates otherwise, words or expressions used in this clause which are defined in the GST Act have the same meaning in this clause as in the GST Act.
18.2 Unless otherwise stated, all amounts payable or the value of other consideration provided in respect of the supplies made under this Contract are exclusive of GST.
18.3 If a Party (supplier) makes a taxable supply under or in connection with this Contract: (a) the consideration otherwise payable or to be provided for that supply is increased by, and the Party paying or providing the consideration (recipient) must also pay to the supplier, an amount equal to the GST payable by the supplier on that supply; (b) the recipient must pay the GST amount in Australian dollars, at the same time and to the same extent as it must pay or provide the consideration for that supply; and (c) the supplier must issue a tax invoice to the recipient of the supply at or before the time of payment of the GST inclusive consideration or at such other time as the Parties agree.
18.4 Where any amount is payable to a Party as a reimbursement, offset, indemnification or similar payment calculated by reference to a loss, cost, expense or any other amount incurred by that Party, then such amount must be reduced by any part of that loss, cost, expense or other amount which is attributable to GST for which that Party, or the representative member of any GST group of which that Party is a member, is entitled to an input tax credit.
19. Miscellaneous provisions
19.1 (Entire Agreement) This Contract states all the express terms of the agreement between the Parties in respect of its subject matter and supersedes all prior discussions, negotiations, understandings and agreements in respect of its subject matter.
19.2 (Subcontracting and assignment)
(a) Western Power may subcontract all or any part of the Works to any person without the Customer’s consent.
(b) The Customer may not assign, transfer or novate any rights or obligations under this Contract without Western Power’s prior written consent.
(c) If Western Power is restructured by Law or through other means, including the use of subsidiary or associated companies or the transfer of assets, rights and liabilities, then the rights and obligations of Western Power under this Contract are assigned to and assumed by the appropriate legal entity as determined by Western Power or the successors of Western Power under the restructure.
19.3 (Variation) A variation of any term of this Contract must be in writing and signed by the Parties.
19.4 (Waiver) The failure of either Party to enforce any provision of this Contract will not affect that Party’s rights to require complete performance by the other Party, nor will the waiver of any breach of any provision be taken or held to be a waiver of any subsequent breach of any such provision or be a waiver of the provision itself. Any waiver to be effective must be in writing and signed by or on behalf of the Party granting the waiver.
19.5 (Severance) If any part of this Contract is or becomes void, voidable or otherwise invalid or unenforceable, whether due to the provisions of any statute or otherwise, that part:
(a) will be read down, if possible, so as to be valid and enforceable; or
(b) will be severed from this Contract to the extent that all parts of this Contract that are not or do not become void, voidable or otherwise invalid or unenforceable will remain in full force and effect and be unaffected by such severance.
19.6 (Supplementary rights) Any right that a Party may have under this Contract is in addition to (and does not replace or limit) any other right that the Party may have.
19.7 (Giving effect to the Contract) At the Customer’s cost, the Customer must do anything (including execute any document) and must ensure that its Personnel do anything (including execute any document), that Western Power may reasonably require to give full effect to this Contract.
19.8 (Notices) A Notice must be legible, in writing and delivered by hand or sent by pre-paid post or fax or email to a Party at the address, fax number or email address for that Party specified by the Customer in the Customer Work Request, access offer acceptance form or as otherwise advised by a Party in writing from time to time. A Notice:
(a) sent by post is regarded as being received on the second Business Day following the date of postage;
(b) sent by facsimile is regarded as being received one hour after it is sent on production of a transmission report by the machine from which it was sent which indicates that the facsimile was sent in its entirety to the recipient’s fax number, unless the recipient informs the sender that the Notice is illegible or incomplete by 4.00pm on the next Business Day after the day it was transmitted;
(c) sent by email is regarded as being received one hour after it is sent, unless the sender receives notification from its or the recipient’s email server that the email is undeliverable or was not delivered; and
(d) delivered or received other than on a Business Day or after 4.00pm (recipient’s time) is regarded as being received at 9.00am on the following Business Day and a Notice delivered or received before 9.00am (recipient’s time) is regarded as received at 9.00am.
19.9 (Multiple parties) If the Customer is made up of more than one person, the following rules will apply:
(a) an obligation imposed on the Customer is imposed jointly and severally on those persons who comprise the Customer;
(b) a right of those persons who comprise the Customer is held by each of them severally;
(c) any other reference to the Customer, is a reference to each of those persons who comprise the Customer separately, so that (for example) a representation, warranty or undertaking is given by each of them separately; and
(d) this Contract is enforceable against and binds each and every person who executes it, notwithstanding that any other person referred to in this Contract has not executed it, or any other person has failed to perform any obligation or undertaking in it.
19.10 (Survival of terms) Clauses 11 (Limit of Liability), Error! Reference source not found. (Indemnity), 12 (Ownership), 13 (Work Data), 16 (Termination) and 17 (Dispute resolution) in this Contract, survive the expiry or termination of this Contract and continue in full force and effect.
19.11 (No reliance) The Customer has not relied on any statement by Western Power not expressly included in this Contract.
19.12 (Consent of Party) Whenever the Customer requires the consent or approval of Western Power to do anything under or in respect of this Contract, Western Power may withhold its consent or approval or give it conditionally or unconditionally at its sole discretion unless expressly stated otherwise in this Contract.
19.13 (Relationship of Parties) The relationship of the Parties is that of independent parties and nothing in this Contract will be construed so as to constitute one Party a partner, joint venturer, agent, employee or representative of the other, or to create any partnership or trust for any purpose whatsoever.
19.14 (Sale of goods) The United Nations Convention on Contracts for the International Sales of Goods (1980) does not apply to this Contract.
(a) Each Party must pay their own costs and expenses in respect of the negotiation, preparation and execution of this Contract.
(b) Any action to be taken by either Party in performing its obligations under this Contract must be taken at its own cost and expense unless otherwise provided in this Contract.
(c) The Customer must pay the duty payable under the Duties Act 2008 (WA), if any, on this Contract and any copies of this Contract and any other document in connection with this Contract.
19.16 (Electricity regime) Nothing in this Contract in any way affects, limits, alters the:
(a) rights and obligations of the Parties under any applicable Access Contract except as described in the Access Contract;
(b) Customer’s right to transfer electricity to or from Western Power’s Network; or
(c) operation or effect of the Electricity Corporations Act 2005 (WA), Energy Operators (Powers) Act 1979 (WA), Electricity Industry Act 2004 (WA), or any Regulations, By-laws or Orders or subsidiary legislation made under these Acts. 19.17 (Governing law and jurisdiction) This Contract is governed by the law in force in Western Australia. Each Party irrevocably submits to the exclusive jurisdiction of courts exercising jurisdiction in Western Australia and courts of appeal from them in respect of any proceedings arising out of or in connection with this Contract.
20.1 In this Contract, unless the contrary intention is expressed:
(a) a reference to a statute, rule, ordinance or other law, includes regulations, codes and other instruments under it and consolidations, amendments, re-enactments or replacements (whether in substantially the same or a different form) of any of them;
(b) the singular includes the plural and the plural includes the singular;
(c) the word 'person' includes a firm, a body corporate, company, corporation, partnership, joint venture, association, authority, and any government agency as well as an individual;
(d) the words 'include' and 'including' mean 'include, without limitation'; and 'including, without limitation'; respectively;
(e) a reference to a person includes a reference to the person's administrators, successors, substitutes (including persons taking by novation) and assigns;
(f) headings are inserted for convenience and do not affect the interpretation of this Contract;
(g) words of any gender include all genders;
(h) other parts of speech and grammatical forms of a word or phrase defined in this Contract have a corresponding meaning;
(i) a reference to a clause, party, schedule, attachment or exhibit is a reference to a clause of, and a party, schedule, attachment or exhibit to, this Contract and a reference to this Contract includes any schedule, attachment and exhibit;
(j) a reference to a document includes all amendments or supplements to, or replacements or novations of, that document;
(k) a promise on the part of two or more persons binds them jointly and severally;
(l) a reference to an agreement other than this Contract includes a deed and any legally enforceable undertaking, agreement, arrangement or understanding, whether or not in writing;
(m) no provision of this Contract will be construed adversely to a Party because that Party was responsible for the preparation of this Contract or that provision; and
(n) a reference to a body, other than a Party (including an institute, association or authority), whether statutory or not:
(i) which ceases to exist; or
(ii) whose powers or functions are transferred to another body, is a reference to the body which replaces it or which substantially succeeds to its powers or functions.
21.1 Unless the context otherwise requires, the defined terms in column 1 below have the respective meanings in column 2:
|Column 1||Column 2|
|Access Contract||the access contract under the Electricity Networks Access Code 2004 (WA) that contains, or will contain, the connection point to which the Works relate.|
|Assumed Conditions||(a) there are no latent conditions on or about the Work Site including the sub-soil and other geographical, geological and environmental conditions likely to affect Western Power’s performance of the Works; (b) Western Power can reasonably meet the terms on which any required Government Approvals and Land Access Rights are granted with regards to the Works; (c) the relevant property boundaries are accurately pegged; (d) there are no native title claims and no Aboriginal heritage issues over or at the Work Site; (e) the Customer complies with all of the pre-conditions specified in the access offer(f) there are no environmental issues at the Work Site; (g) the Customer delivers all of the deliverables required of the Customer under and in accordance with this Contract; (h) Western Power can use established Western Power standards, processes, systems, working patterns, tender terms and conditions, contract terms and conditions and Western Power preferred contractors; (i) all information provided by the Customer to Western Power to be used by Western Power with respect to the Works is accurate; (j) during the performance of the Works, the Customer provides to Western Power any information it reasonably requests from the Customer within a reasonable timeframe; (k) the Customer provides to Western Power access to the Work Site and any related approvals as reasonably required by Western Power for its performance of the Works, as and when Western Power requires such access; (m) the Works can be performed in a continuous manner; (n) standard Western Power foundations are suitable for the performance of the Works; (o) the network and system operators allow outages on the Network when required by Western Power with respect to the Works; (p) Western Power has unobstructed access at all times during the performance of the Works to the electrical infrastructure on the supply address which are necessary for Western Power to perform the Works (e.g. the meter, pillar and conductors); (q) the location and height of the electrical cables and conductors servicing the supply address fulfil the requirements of Western Power’s Distribution and Connections Manual and EnergySafety’s Western Australian Electricity Rules; (r) the electrical installation at the supply address is ready to be connected to the Network and conforms with all of Western Power’s technical requirements including those set out in Western Power’s Distribution and Connections Manual; (s) the Customer is ready in all aspects for the Works to commence upon acceptance of the relevant access offer; and (t) the Customer does not cause or contribute to any delay in the completion of the Works.|
|Business Day||a day that is not a Saturday, Sunday or public holiday in Perth, Western Australia.|
|Claim||a demand, action or proceeding of any nature whether actual or threatened.|
|Confidential Information||the terms of this Contract and all information which is received by one Party from the other Party under this Contract (and includes Work Data).|
|Contract||this Contract comprising the terms and conditions contained or referred to in this document together with the Customer Work Request and any relevant access offer and access offer acceptance form (as amended or updated from time to time).|
|Customer||the customer as described as the 'applicant' in the Customer Work Request.|
|Customer Work Request||the online 'Customer Work Request' form as published on Western Power’s website from time to time.|
|Customer Contribution||the price of the Works (including the design and planning costs), as may be revised from time to time under this Contract.|
|Government Approvals||approvals, certificates, permits, licences, consents, authorisations and agreements from or with a government agency necessary to perform the Works.|
|GST||the goods and services tax levied under the GST Act.|
|GST Act||A New Tax System (Goods And Services Tax) Act 1999 (Cth).|
|Indirect or Consequential Loss||(a) includes loss of revenue, loss of profit, loss of business opportunity and payment of liquidated sums, penalties or damages under any agreement (other than this Contract); but (b) does not include damage or losses arising from Claims by third parties or Western Power’s Personnel in respect of property damage, personal injury or nervous shock.|
|Insolvency Event||the happening of any of the following: (a) a Party informs the other Party in writing or its creditors generally that it is insolvent or is financially unable to proceed with this Contract; (b) execution is levied against a Party by a creditor and is not stayed or discharged within 20 Business Days; (c) if a Party is an individual person or a partnership including an individual person and that person: (d) commits an act of bankruptcy or presents or has a bankruptcy petition presented against him or her or is made bankrupt; (e) makes a proposal for an arrangement or a composition with his or her creditors or enters a debt agreement under Part IX or a personal insolvency agreement under Part X of the Bankruptcy Act 1966 (Cth) or like provision under the law governing this Contract; or (f) if a Party is a corporation and: (g) it fails to comply with, or have set aside, a statutory demand within 20 Business Days of the time for compliance; (h) a meeting of creditors is called with a view to the corporation entering a compromise or arrangement with its creditors or it enters a deed of company arrangement with its creditors; (i) a controller or administrator is appointed to it; or (j) an application is made to a court for its winding up and not stayed or discontinued within 10 Business Days or a winding up order is made in respect of it or a resolution is made that it be wound up.|
|Intellectual Property||all intellectual and industrial property rights, including trademarks, copyright (including future copyright), inventions, patents, designs, circuits and other eligible layouts, database rights, and other intellectual property rights as defined in Article 2 of the Convention establishing the World Intellectual Property Organisation dated 14 July 1967 (as amended from time to time), including any application or right to apply for registration of any of these rights.|
|Land Access Rights||easements or other legal rights acceptable to Western Power over or in respect of land that is required by Western Power to perform and install the Works (or any part of them).|
|Laws||any act, ordinance, regulation, subordinate legislation, by-law, award or proclamation of the State or Territory in which the Works or any part of this Contract is being performed.|
|Loss||(a) any liability, cost, expense, loss, personal injury (including illness), death or damage; and (b) in relation to a Claim, includes amounts payable on the Claim and (whether or not the Claim is successful) legal costs and disbursements on an indemnity basis.|
|Network||has the meaning given to ‘Western Power Network’ in the Electricity Networks Access Code 2004 (WA).|
|Notice||a notice or other communication under this Contract.|
|Party||a party to this Contract.|
|Parties||all of the parties to this Contract.|
|Personnel||officers, employees, agents, consultants and contractors of a Party (excluding the other Party).|
|UDS Manual||the Western Power Underground Distribution Schemes Manual (as amended from time to time).|
|Western Power||Electricity Networks Corporation (trading as Western Power) ABN 18 540 492 861, a statutory body corporate established by section 4(1)(b) of the Electricity Corporations Act 2005 (WA).|
|Work Data||the information, studies, reports and data exchanged between the Parties for, and derived from, the performance of the Works, in whatever form.|
|Works||the works requested by the Customer under the Customer Work Request and carried out by Western Power pursuant to this Contract (including any variations).|
|Work Site||the location(s) at which Western Power may or will require access for the purposes of performing the Works, which may include third party land, the Customer’s premises, the Network and Western Power’s premises.|