Terms & Conditions
STANDARD TERMS AND CONDITIONS OF ENGAGEMENT
1. Progress Claims
1.1 Invoicing to the Client for work completed will be not less than every fourteen (14) days.
1.2 The Client shall pay the amount of the Invoice within fourteen (14) days of the Invoice.
1.3 We can render fees to the Client progressively throughout a stage provided the specified fee for that stage is not exceeded (unless the specified fee has been exceeded by reason of agreed variations or as otherwise provided by this Fee Proposal and Terms).
2. Overdue Payments, Suspension and Termination
2.1 Without relieving the Client the obligation to pay Invoices and Progress Claims, the Client shall pay interest at the rate equal to the interest rate payable by Compliance Occupational Health & Safety on its bank overdraft plus 5% calculated on a daily basis on all invoices due and not paid upon expiration of the period specified in Clause 1.2 hereof. Further, collection costs that may be incurred in recovering any outstanding Invoices or Progress Claims will be added in the event the debt is not paid by the due date; that is, all costs incurred by Compliance Occupational Health & Safety in the recovery of an outstanding account are payable by the Client.
2.2 If any Invoice (or Progress Claim) shall have become due and payable to Compliance Occupational Health & Safety by the Client and remain unpaid, then in addition to all other rights of Compliance Occupational Health & Safety (including the right to issue a notice of termination), Compliance Occupational Health & Safety may suspend the provision of the Services upon notifying the Client in writing of such suspension.
3. Variations to Services
3.1 If the Services to be performed by Compliance Occupational Health & Safety are varied by an increase in the Services (or their scope) for any reason including changes in the instructions of the Client, the requirements of the external parties (principal contractors, regulator, stakeholders etc), or the Services become protracted due to causes beyond Compliance Occupational Health & Safety s control, Compliance Occupational Health & Safety s shall be entitled to additional fees at the rates referred to in Clause 4 hereof.
3.2 The proposed fee is a fixed fee based on the scope of works described in this proposal. Should any additional fees become or be likely to become chargeable, Compliance Occupational Health & Safety shall promptly notify the Client in writing.
3.3 The additional fees may be claimed by Compliance Occupational Health & Safety under Clause 1.1 at the rates specified in Clause 4 and shall be paid by the Client in accordance with Clause 1.2
4. Additional Fees
4.1 Additional fees and charges may be applied on a time charge basis as follows: -
$180.00 per hour, plus GST – Travel time
$210.00 per hour, plus GST – Consulting time
5. Authority and Liability
5.1 The Client warrants that the Client and any person other than the Client who accepts the offer of services has full authority and power to accept Compliance Occupational Health & Safety offer and enter into agreement and acknowledges that Compliance Occupational Health & Safety have relied upon this representation.
5.2 Where the Client comprises more than one person or company the liability of such person shall be joint and several.
6. Agency
6.1 Compliance Occupational Health & Safety shall liaise with the Client and obtain the Clients consent to the retention of the Consultants. Where Consultants are retained by Compliance Occupational Health & Safety, Compliance Occupational Health & Safety shall retain them in the name of the Client and is authorised to do so provided Compliance Occupational Health & Safety s have given the Client written notice of the name, discipline and need for such Consultant and sought consent thereto beforehand. The Client shall indemnify Compliance Occupational Health & Safety in respect of such Consultants fees, costs and expenses or otherwise as to the works done or not done by them.
7. Copyright and Document Control
7.1 All copyright in and ownership of all documents prepared by Compliance Occupational Health & Safety shall remain the sole property of Compliance Occupational Health & Safety. Compliance Occupational Health & Safety reserve the right to call back any documents that have been issued if any fees have not been paid. This will not remove any obligations for payment upon the Client. All documents supplied will be in locked PDF or Word Format for the purpose of document control. Any changes to the documentation must be requested in writing and approved by Compliance Occupational Health & Safety.
8. Deliverables
8.1 Throughout all stages of the works Compliance Occupational Health & Safety commits to providing all necessary documentation as and when required in both hard and soft format. Soft format documentation in this instance means copies of non-editable digital files e.g. PDF and or JPEG files.
8.2 Editable digital files including but not limited to Word, Excel, PowerPoint files remain the intellectual property of Compliance Occupational Health & Safety and release of such files are not provided under this agreement, unless issued specifically for the purpose of progressing and or coordination of project consultant documentation.
9. Goods and Services Tax (“GST”)
9.1 For the purpose of this Clause, GST means any tax on goods and/or services including any value added tax, broad based consumption tax, or other similar tax current as at the date of the agreement or to be introduced thereafter and applied to the agreement. Unless otherwise stated, all sums of money payable or consideration to be provided hereunder are exclusive of GST and shall be added to all such moneys payable to Compliance Occupational Health & Safety by the Client.
9.2 The Client is responsible for any GST applicable to the fees and any other moneys payable hereunder provided that Compliance Occupational Health & Safety shall comply with any legislative requirements relating to Compliance Occupational Health & Safety dealings with the Client (including that all Invoices are “Tax Invoices”).
10. Alternative Dispute Resolution
10.1 If a dispute arises out of or relates to the agreement, or the breach termination, validity or subject matter thereof, or as to any related claim in restitution or at law, in equity or pursuant to any domestic or international statute or law, Compliance Occupational Health & Safety and the Client expressly to agree to endeavour in good faith to settle the dispute by mediation administered by the Australian Commercial Disputes Centre (ACDC) and in the event that the mediation is unsuccessful to submit the dispute to arbitration.
a) The mediation shall be conducted in accordance with the ACDC mediation guidelines for Commercial Mediation which is operating at the time the dispute is referred to ACDC. The Guidelines set out the procedures to be adopted, the process of selection of the mediator and the costs involved. The terms of the Guidelines are hereby deemed incorporated into the agreement.
b) In the event that the dispute has not settled within twenty-eight (28) days after the appointment of the mediator or such a further period as agreed in writing by Compliance Occupational Health & Safety and Client the dispute shall be submitted to arbitration in Sydney, administered by ACDC in accordance with the ACDC Rules for Arbitration which are hereby deemed incorporated into this agreement.
c) The arbitrator shall not be the same person of the mediator
d) This clause shall survive the termination of this agreement
11. Termination and Withdrawal
11.1 We may terminate the agreement at any time giving not less than twenty-one (21) days prior written notice except in the case of a failure to pay an Invoice when not less than seven (7) days prior written notice may be given. Also we may terminate or withdraw from the agreement immediately if we reasonably believe in our professional judgment that the provision of any of the Services would require us to act:
a) In a manner we consider unethical; or
b) In contravention of Work Health and Safety Act 2011, Work Health and Safety Regulation 2017 and SafeWork NSW Codes of Practice.
11.2 The Client may terminate this agreement at any time giving no less than seven (7) days prior written notice. The termination by either party shall not affect the accrued rights of any party to such time. We note the Alternative Dispute Resolution provisions in the Standard Terms and Conditions.
12. Restraint
During and for the period of 12 months post working with our consultants The Client must not approach our Employees for direct work engagements unless otherwise approved by the Director of Compliance Occupational Health & Safety