Standard Terms

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Standard Terms – Current as of 2017

Our fees are based upon our understanding of the proposed scope of our services, site parameters and resources required and likely production of documentation.

Engagement of WC Designs Pty Ltd is contingent upon acknowledging and understanding the following Standard Terms of Engagement and Time and Cost Schedule & completing and returning the Fee Proposal Acceptance Form.

STANDARD TERMS OF ENGAGEMENT

1. Terminology

1.1 Unless the context requires otherwise, all terms in these Standard Terms of Engagement take their meaning from the Fee Proposal letter, except that “Services” mean the proposed extent of works outlined in the Fee Proposal plus any additional services WC Designs Pty Ltd undertakes on the Client’s behalf.

2. Role of WC Designs Pty Ltd

2.1 In performing the services WC Designs Pty Ltd shall exercise the degree of skill, care and diligence normally exercised by members of the engineering profession performing services of a similar nature.
2.2 In all matters, WC Designs Pty Ltd will exercise its professional judgement independently and without improper interference from the Client. In those circumstances where WC Designs Pty Ltd is required to exercise its judgement to decide between the interests of the Client and a third party, it will do so independently and as required by the terms of any contract.
2.3 WC Designs Pty Ltd will use its reasonable endeavours to deliver the Services in the timeframes set out in the Fee Proposal (if any are noted), and otherwise in a reasonably timely manner to the extent within its control. The Client must keep WC Designs Pty Ltd informed of any pressing deadlines. WC Designs Pty Ltd will not commit a breach of this agreement nor will be liable for any claims due to any delay caused by events or circumstances outside of its control.

3. Role of Client

3.1 The Client appoints the Client Representative nominated in the Fee Proposal Agreement form as its agent with authority to act on behalf of the Client for all purposes in respect of the subject matter of this agreement.
3.2 Where the Client is not also the registered owner of a Project Site, the Client warrants that:
· The Client has obtained the consent of the Registered Owner to WC Designs Pty Ltd’s officers, employees, consultants accessing the Project Site; and
· The Registered Owner, to the extent required, provided its consent to WC Designs Pty Ltd undertaking the Services e.g. the Registered Owner’s consent may be required for the lodgement of certified drawings with a local council
3.3 The Client must provide to WC Designs Pty Ltd, the Client Representative and / or other consultants appointed in relation to the Project (as the case may be) as and when reasonably required by WC Designs Pty Ltd:
· Timely, accurate and proper instructions, including all Client requirements, documents, briefings, information, reports and records concerning the Project and the Services; and
· Responses to all queries put by WC Designs Pty Ltd
3.4 The Client must act reasonably and lawfully and take reasonable care to protect its own interests in respect to all matters associated with the Services (including to notify WC Designs Pty Ltd if it disagrees with any of the assumptions WC Designs Pty Ltd informs the Client it has made).
3.5 The Client must comply and ensure its consultants (including any contractor) complies with all workplace health and safety laws and obligations.
3.6 The Client must provide WC Designs Pty Ltd and its employees, agents and consultants with such reasonable unfettered access to the site/s as is necessary to enable it to properly perform the Services.
3.7 The Client must not attempt to improperly interfere with the exercise by WC Designs Pty Ltd of its independent professional judgement.
3.8 The Client acknowledges that WC Designs Pty Ltd is under no obligation to undertake such services which must be carried out by any statutory authorities and/or by other consultants. If such services are required, the Client shall obtain these services at its own costs and if WC Designs Pty Ltd obtains such services on behalf of the Client it will do so on the basis set out in the Time and Cost Schedule.

4. Payment to WC Designs Pty Ltd for Services

4.1 The Client must pay to WC Designs Pty Ltd the fees and reimbursable expenses for providing the Services, calculated on the basis set out in the Fee Proposal. Where a fixed price is the Fee Proposal for the Services (including for any part or stage of the Services), subject to any variation, the fee for the Services is the fixed amount so specified, exclusive of GST. Where a fixed price is not specified for the Services (including for any part or stage of the Services) or where the Services are specified as being charged on a ‘time and cost’ basis, the fee for the Services will be calculated in accordance with the Time and Cost Schedule.
4.2 Interim Billing: Unless otherwise provided in the Fee Proposal, irrespective of whether or not WC Designs Pty Ltd’s fee is calculated on a fixed price or ‘time and cost’ basis, WC Designs Pty Ltd may issue interim invoices to the Client for Services undertaken by WC Designs Pty Ltd to the date of the interim invoice. To avoid doubt WC Designs Pty Ltd may issue interim bills prior to having completed all the Services (including all the Services or for any part or stage of the Services). WC Designs Pty Ltd may issue interim invoices at any time, but will usually do so monthly.
4.3 Due Date for Payment: All invoices (including interim invoices) must be paid by the Client to WC Designs Pty Ltd without set-off or deduction within 14 days of the invoice.
4.4 Interest: The Client must pay interest on outstanding monies from the date of invoice until paid at the rate of 15% per p.a., and interest compounds on a daily basis.
4.5 Recovery Costs: The Client must pay all costs and expenses, including legal on a full indemnity basis, incurred by WC Designs Pty Ltd associated with the recovery or attempted recovery from the Client of any outstanding amounts.
4.6 Suspension: In the event of the failure of the Client to make payment strictly in accordance with this agreement, WC Designs Pty Ltd may, without prejudice to its right to terminate this agreement, suspend delivery of the Services. During any period of suspension, WC Designs Pty Ltd is not:
· Obliged to undertake any further services and may withhold from the Client any draft or completed documents, plans or certification;
· Liable for any costs or delays incurred by the Client caused directly or indirectly by the exercise of this right.

5. Variations

5.1 WC Designs Pty Ltd may, but is not obliged to undertake services requested by the Client in addition to the extent of works outlined in the Fee Proposal.
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· because any assumptions outlined in the Fee Proposal were not satisfied or accurate;
· by reason of any delay e.g. if the Project does not proceed expeditiously;
· due to inaccuracy or insufficiency of instructions;
· by any breach of the Terms of Engagement.
The additional charge will be the amount agreed in writing between the parties and failing agreement, the additional services will be charged on a ‘time and cost’ basis.

6. Scope of Liability

6.1 WC Designs Pty Ltd is not:
· required to verify the accuracy or sufficiency of documents or reports created by third parties e.g. survey data or geographical reports;
· responsible, except to the extent required by law, for workplace health and safety in relation to any Project site.
6.2 The liability of WC Designs Pty Ltd and any related or associated entities to the Client arising out the performance or non-performance of the Services, whether under the law of contract, tort or otherwise, shall be limited to the cost of rectifying the works which are subject of the commission or a sum equal to three times the agreed fee, whichever is the lesser amount.
6.3 WC Designs Pty Ltd shall be discharged from all liability in respect of the Services, whether under the law of contract, tort or otherwise, at the expiration of one year from the completion of the Services and the Client shall not be entitled to commence any action or claim whatsoever against WC Designs Pty Ltd or any employee of WC Designs Pty Ltd in respect of the Services after that date.
6.4 The Client indemnifies WC Designs Pty Ltd and its employees for any loss or damage (including any legal costs on a full indemnity basis):
· incurred by WC Designs Pty Ltd in relation to any claims made against WC Designs Pty Ltd by any person or entity other the Client in relation to the Services delivered (including, in relation to any documents, reports, certificates and plans produced by WC Designs Pty Ltd).

7. Copyright and Use of Documents

7.1 Copyright in all drawings, plans, reports, specifications, bills of quantities, calculations and other documents (“the documents”) provided by WC Designs Pty Ltd in connection with the Project shall remain vested in WC Designs Pty Ltd.
7.2 The Client is granted a limited licence to use the documents only for the purpose of completing the Project described in the Fee Proposal. The Client shall not use or make copies of such documents in connection with any other works or provide the documentation of copies of the documentation to a third party unless prior approval in given by WC Designs Pty Ltd. The Client’s licence to use the documents is immediately revoked if any monies on any account are outstanding to WC Designs Pty Ltd.
7.3 The Client authorises WC Designs Pty Ltd, for marketing and advertising purposes:
· to disclose its involvement in the Project and / or relationship with the Client;
· to commission the taking of images of the Project;
· to use images, plans and drawings of the Project supplied by the Client or the Client’s other consultants.

8. Termination

8.1 WC Designs Pty Ltd may terminate the agreement and their obligation under the agreement immediately in the event:
· the Client fails to pay monies payable to WC Designs Pty Ltd as and when due;
· other than any obligation to pay any amount of WC Designs Pty Ltd, the Client breaches any obligation or warranty in these Standard Terms of Engagement, provided that, if the breach is capable of remedy, WC Designs Pty Ltd must first deliver a notice to the Client giving the Client not less than 7 days to remedy such breach;
· a site or location under the Client’s ownership or control is considered to be hazardous;
· the Client is insolvent, bankrupt or subject to any form of external administration;
· WC Designs Pty Ltd reasonably believes a conflict of interest may arise or has arisen;
· WC Designs Pty Ltd reasonably believes that there has been a breakdown in the relationship of mutual trust and confidence.
8.2 WC Designs Pty Ltd may terminate this agreement on 30 days written notice to the Client.
8.3 In the event of termination under this clause, all monies on any account balance become immediately due and payable to WC Designs Pty Ltd.

9. General Information

9.1 Severance: If any provision of this agreement between the parties is unenforceable, the parties agree that such provision will be severed from this Agreement.
9.2 Jurisdiction: This Agreement is governed by the laws of Queensland and the parties submit to the exclusive jurisdiction of the Queensland Court.