Trade Contractor Agreement - General Conditions • Darren James

TRADE CONTRACTOR AGREEMENT

VERSION: Updated 14.10.2025

GENERAL CONDITIONS

DEFINITIONS

1.1 “Head Contractor” means the party engaging the Subcontractor to perform the Works.

1.2 “Subcontractor” means the party engaged by the Head Contractor to perform the Works.

1.3 “Works” means the trade work described in a Purchase Order issued by the Head Contractor, including all labour, materials (if applicable), plant, supervision, protection, attendance, cleanup and everything else required to complete those works.

1.4 “Purchase Order” means any written order for Works issued by the Head Contractor, whether via Buildertrend, email or any other electronic system nominated by the Head Contractor.

1.5 “Site Rules” means the Head Contractor’s safety, conduct and compliance requirements as amended from time to time, including those published at https://www.darrenjames.com.au/darren-james-site-rules-for-contractors-trades (or any successor URL).

1.6 “Business Day” means any day other than a Saturday, Sunday or public holiday in Queensland.

1.7 “Completion Date” means the date for completion of the Works specified in the Purchase Order or as extended in accordance with this Agreement.

1.8 “Defects Liability Period” means the period stated in the Purchase Order or, if none is stated, 12 months from completion of the Works.

1.9 “Payment Claim” means a claim for payment submitted in accordance with Clause 8 of this Agreement.

1.10 “Liquidated Damages” means the daily rate (if any) specified in the Purchase Order payable by the Subcontractor for failure to complete the Works by the Completion Date.

ENGAGEMENT

2.1 The Head Contractor engages the Subcontractor to carry out and complete the Works described in each Purchase Order issued to the Subcontractor.

2.2 Each Purchase Order incorporating these General Conditions constitutes a separate and binding contract between the parties.

2.3 The Subcontractor must:

(a) carry out and complete the Works in accordance with this Agreement, the Purchase Order, all directions of the Head Contractor, and all applicable laws, standards and codes;

(b) ensure that all work is performed by appropriately qualified and licensed personnel;

(c) provide all labour, supervision, plant, equipment and materials (unless otherwise stated in the Purchase Order) necessary for completion of the Works;

(d) comply with all instructions, schedules and notices issued via Buildertrend, email or otherwise in writing by the Head Contractor;

(e) not rely on verbal directions unless confirmed in writing.

2.4 If the Subcontractor fails to provide sufficient personnel, equipment or resources to carry out the Works in accordance with the agreed timeframe, the Head Contractor may engage others to complete the Works and recover the cost as a debt or deduct it from any money payable to the Subcontractor.

TERM OF AGREEMENT

3.1 This Agreement commences on the date of execution and continues for a period of 12 months.

3.2 It will automatically renew for further 12-month periods unless either party gives 14 days’ written notice of termination prior to the expiry of the then-current term.

3.3 The Subcontractor must immediately notify the Head Contractor if any licence, registration or insurance required to perform the Works lapses, is suspended or is cancelled.

COMMENCEMENT AND COMPLETION

4.1 The Subcontractor must commence the Works on the date stated in the Purchase Order or otherwise directed by the Head Contractor.

4.2 The Subcontractor must diligently carry out and complete the Works by the Completion Date.

4.3 If the Subcontractor is delayed in carrying out the Works, it must notify the Head Contractor in writing (including by Buildertrend message or email) within 5 Business Days of becoming aware of the delay, stating the cause and estimated duration of the delay.

4.4 The Completion Date will be extended only to the extent of any delay caused by an act, omission or breach of the Head Contractor, or by a variation directed by the Head Contractor.

4.5 If the Subcontractor fails to complete the Works by the Completion Date (as extended), the Subcontractor is liable to pay the Head Contractor Liquidated Damages at the daily rate (if any) stated in the Purchase Order for each day of delay.

VARIATIONS

5.1 The Head Contractor may direct a variation to the Works in writing, including via Buildertrend or email.

5.2 The Subcontractor must not vary the Works except as directed in writing by the Head Contractor.

5.3 The price of a variation will be:

(a) as agreed in writing between the parties; or

(b) failing agreement, a reasonable amount determined by the Head Contractor.

5.4 The Subcontractor is not entitled to payment for any variation that is not directed in writing by the Head Contractor.

SITE RULES AND WORKING HOURS

6.1 The Subcontractor must:

(a) comply with all Site Rules issued or amended from time to time, including those published at https://www.darrenjames.com.au/darren-james-site-rules-for-contractors-trades;

(b) ensure that all personnel complete any required site inductions before commencing work; and

6.2 The Subcontractor must comply with all working hours notified by the Head Contractor.

6.3 If the Subcontractor breaches any Site Rules, the Head Contractor may:

(a) direct the Subcontractor or its personnel to leave the Site;

(b) suspend the Subcontractor’s performance of the Works; or

(c) engage others to complete the Works and recover the cost as a debt or deduct it from any money payable to the Subcontractor.

QUALITY OF WORK AND MATERIALS

7.1 The Subcontractor must carry out and complete the Works:

(a) in a proper and tradespersonlike manner;

(b) in accordance with all applicable laws, codes, standards and manufacturer’s recommendations;

(d) to the satisfaction of the Head Contractor.

7.2 If any part of the Works is defective, incomplete or not in accordance with this Agreement, the Head Contractor may direct the Subcontractor to rectify or re-perform the Works at the Subcontractor’s cost within the time specified by the Head Contractor.

7.3 If the Subcontractor fails to comply with a direction under Clause 7.2, the Head Contractor may engage others to rectify the Works and recover the cost as a debt or deduct it from any money payable to the Subcontractor.

PAYMENT

8.1 The Subcontractor may submit a Payment Claim for Works completed in accordance with the Purchase Order.

8.2 A Payment Claim must:

(a) be submitted via Buildertrend or by email to the accounts email address nominated by the Head Contractor;

(b) identify the Purchase Order number and the Works claimed;

(c) include any required evidence of completion (including statutory declarations, delivery dockets or other documentation reasonably requested by the Head Contractor).

8.3 Subject to any set-off or deduction under this Agreement, the Head Contractor must pay the Subcontractor the amount due under a Payment Claim within fourteen (14) Business Days of receipt of a valid Payment Claim (or within such shorter period as required by law).

8.4 If the Head Contractor disputes any part of a Payment Claim, it may issue a payment schedule under applicable legislation and pay any undisputed amount.

SET-OFF AND DEDUCTIONS

9.1 The Head Contractor may deduct from any money payable to the Subcontractor:

(a) any debt or liability of the Subcontractor to the Head Contractor under this Agreement or otherwise; and

(b) any amount reasonably required to rectify defective or incomplete work or to engage others to complete the Works due to the Subcontractor’s default.

9.2 If the money payable to the Subcontractor is insufficient to cover the amounts deductible under Clause 9.1, the Head Contractor may recover the balance as a debt due from the Subcontractor.

INSURANCES

10.1 The Subcontractor must maintain, at its own cost and for the duration of the Works:

(a) public liability insurance for an amount not less than the value stated in the Purchase Order (or if none is stated, $20 million);

(b) workers’ compensation insurance as required by law; and

10.2 The Subcontractor must provide evidence of insurance to the Head Contractor upon request and immediately notify the Head Contractor of any cancellation or lapse of insurance.

WARRANTIES AND DEFECTS LIABILITY

11.1 The Subcontractor warrants that:

(a) the Works will be carried out in accordance with this Agreement and all applicable laws and standards;

(b) all materials (if supplied by the Subcontractor) will be new and of acceptable quality; and

11.2 The Subcontractor must, at its own cost, promptly make good any defect in the Works notified to the Subcontractor during the Defects Liability Period.

11.3 If the Subcontractor fails to rectify a defect within the time specified by the Head Contractor, the Head Contractor may engage others to rectify the defect and recover the cost as a debt or deduct it from any money payable to the Subcontractor.

INDEMNITY

12.1 The Subcontractor indemnifies the Head Contractor against all claims, losses, damages, liabilities, costs and expenses (including legal costs on a full indemnity basis) arising out of or in connection with:

(a) any breach of this Agreement by the Subcontractor;

(b) any negligent or unlawful act or omission of the Subcontractor or its personnel; or

12.2 The indemnity in Clause 12.1 is reduced to the extent that the Head Contractor caused or contributed to the relevant claim, loss, damage, liability, cost or expense.

TERMINATION

13.1 The Head Contractor may, at its sole discretion, terminate this Agreement or any Purchase Order immediately by written notice to the Subcontractor if the Subcontractor:

(a) breaches this Agreement and fails to remedy the breach within 5 Business Days of receiving notice to do so;

(b) becomes insolvent, bankrupt or subject to external administration; or

13.2 The Head Contractor may terminate this Agreement or any Purchase Order at any time for convenience by giving 7 days’ written notice to the Subcontractor.

13.3 On termination, the Subcontractor is entitled only to payment for Works properly completed up to the date of termination, less any deductions under Clause 9.

DISPUTE RESOLUTION

14.1 If a dispute arises under this Agreement, either party may give written notice of dispute to the other party.

14.2 The parties must meet within 5 Business Days of the notice to attempt to resolve the dispute in good faith.

14.3 If the dispute is not resolved within 10 Business Days of the notice, either party may refer the dispute to litigation or pursue any other legal remedy available.

CONFIDENTIALITY

15.1 The Subcontractor must keep confidential all information provided by the Head Contractor in connection with the Works, except where disclosure is required by law or with the Head Contractor’s prior written consent.

NOTICES

16.1 Any notice under this Agreement must be in writing and may be given by:

(a) email to the last notified email address of the recipient; or
(b) delivery via Buildertrend or any other electronic system used by the Head Contractor for communication with subcontractors.

16.2 A notice is deemed received:

(a) if sent by email — when the sender’s email system records successful transmission;
(b) if sent via Buildertrend — when marked as “sent” or “delivered” within the platform.

GOVERNING LAW

17.1 This Agreement is governed by the laws of Queensland.
17.2 Each party submits to the non-exclusive jurisdiction of the courts of Queensland.

ENTIRE AGREEMENT

18.1 This Agreement, together with any Purchase Order issued by the Head Contractor, constitutes the entire agreement between the parties in relation to the Works and supersedes all prior representations or agreements.

18.2 To the extent of any inconsistency between this Agreement and a Purchase Order, the Purchase Order prevails.

Trade Contractor Agreement – General Conditions