- Steel-Tech Pty Ltd (ST) will provide to the client the services outlined in the accompanying letter and such other services as may be agreed in writing between ST and the client from time to time (together referred to in these Conditions as the services) on the terms set out in these Conditions.
- ST will provide the services in a timely manner and with reasonable skill, care and diligence.
- The client will provide ST with all necessary briefings, approvals and consents in a timely manner to enable ST to provide the services. Briefings will include the provision to ST of all relevant drawings and other documents.
- The client will allow ST a reasonable time to provide the services.
- The client will pay ST the fees set out in the accompanying letter and all disbursements reasonably incurred by ST in providing the services on the terms set out in these Conditions. Disbursements will be charged in accordance with the schedule of disbursements below.
- The hourly rates of ST stated in the accompanying letter are subject to escalation. ST reviews and adjusts staff salaries to market rates twice yearly in March and September and adjusts hourly rates accordingly.
- ST will invoice the client monthly by tax invoice and the client will pay the tax invoice within 14 days of receipt. Interest will be charged on overdue invoiced amounts at the current SA Supreme Court interest rate for unpaid judgments.
- The fees in the accompanying letter (unless otherwise noted) are nett of GST. ST fees will attract GST. All GST amounts for which ST is liable in respect of the provision of the services will be incorporated in the ST invoices and will be payable by the client in the same manner and at the same time as other amounts payable in accordance with terms of these Conditions.
- Where the client is required to reimburse ST for an amount, ST pays to a third party (e.g. sub-consultants), the amount payable by the client will be that amount including GST paid by ST.
- Where ST provides a fee estimate, ST does not warrant that the services will be provided for the amount of the estimate. The actual fee may be less or more than the estimate.
- Where a fixed fee is given, it is based on the scope of work, the services to be provided and the timing of the provision of those services set out in the ST offer letter.
- Any variation to the scope of work, the services to be provided or the timing of the provision of services required by the client or caused by the client will result in a variation to the fee payable by the client to ST.
- Any variation to the services to be provided by ST to the client will be charged, subject to the terms of these Conditions, as to time charges at the hourly rates stated in the accompanying letter or as otherwise agreed in writing between ST and the client. In the event that there are no such hourly rates, the ACEA scale of hourly rates will apply. Disbursements will be charged for variations in accordance with the schedule of disbursements below.
- The liability of ST to the client in respect of the project, client or any other party for loss or damage by ST, only if it makes a claim against ST within 12 months of completion of the project in respect of which the services are provided.
Where both the client and ST contribute to the loss or damage, the liability of ST to the client in respect of that loss or damage will be limited to the extent of the loss or damage caused by ST and in any event liability or damages shall be capped as per the maximum amount for any and all liability stated below and this condition may not be changed, modified or negated in any by way of contract, condition or any other instrument or means.
The maximum amount for any and all liability that ST will have in respect to any agreement, project or works shall be capped to the sum of monies, less deductibles recovered from insurances provided for the performance of the work, if any, as stated in the accompanying letter and in any event to a sum no greater than 10% of the total hourly charges invoiced for the project whichever is the greater. - The client will indemnify ST against all liabilities, costs and expenses which ST incurs as a result of any breach of the client of the terms of the Conditions.
- Copyright in all documents and electronic material produced by ST in connection with the services remains the property of ST.
- Subject to clause 18 of these Conditions, the client alone will have a licence to use all the documents and material referred to in clause 16 of these Conditions, for the purpose of completing the project.
- If the client is in breach of any obligation to make a payment to ST, then ST may at its sole discretion revoke the licence referred to in clause 17 of these Conditions and the client must immediately return to ST all the documents and material referred to in clause 16 of these Conditions.
- Subject to clause 20 of these Conditions, if any dispute arises between the client and ST, the party claiming the existence of a dispute must set out in writing the issues and its contentions in respect of them and must subject that written material to the other party within 14 days of the dispute arising. The other party must respond in writing within 14 days. If these do not resolve the dispute, it will be referred to the Chief Executives of each organisation who will meet within a further 14 days in an attempt to resolve the issues. If the issues are not resolved at that meeting, or within such further time as the parties agree, the party claiming the existence of the dispute may institute legal action.
- Nothing in these Conditions prevents ST from instituting legal action at any time to recover monies owed to it by the client.
- Subject to clause 23 of these Conditions, the client may terminate its obligations under these Conditions and the accompanying letter:(a) in the event of substantial breach by ST of its obligations under these Conditions or that letter, which breach has not been remedied within 30 days of written notice from the client to ST requiring the breach to be remedied; or(b) Upon the expiration of 60 days from the date that the client has written to ST of its intention to terminate those obligations.
- Subject to clause 23 of these Conditions, ST may suspend or terminate its obligations under these Conditions and the accompanying letter:(a) In the event:(i) monies payable to ST under these Conditions are outstanding for more than 14 days;(ii) there is other substantial breach by the client of its obligations under these Conditions or that letter, which breach has not been remedied within 7 days of written notice to the client from ST requiring the breach to be remedied, or
(b) upon the expiration of 30 days written notice from ST to the client of its intention to terminate those obligations. - Termination under either Clause 21 or 22 of these Conditions of obligations under these Conditions and or the accompanying letter, or suspension of such obligations under the clause 22 of these Conditions will not affect the rights and obligations of the parties existing at the time of the termination or suspension.
- Neither party may assign, transfer or sublet any obligations under these Conditions and the accompanying letter without the written consent of the other. Unless stated in writing to the contrary, no assignment. Transfer or subletting will release the assignor from any obligations under these Conditions or the accompanying letter.
- The client must not directly or indirectly employ ST staff or contractors for a period of 12 months after the expiration of that agreement. If the client breaches this clause, then the client must immediately pay ST a recruitment fee of 60% of the total salary package or equivalent, paid by ST to that employee or contractor in the 12 months immediately preceding the expiration of that agreement.
- Where the services include contract management and or administration the following conditions apply:(a) ST is authorised to act as agent of the client to carry out those services;(b) All communications by the client with the contractor, specialist consultants or others falling within the duties of ST under these Conditions or the accompanying letter will be made by or through ST;(c) ST may make such decisions and issue such instructions as are, in its opinion, necessary to the safety of persons or property, or the proper execution of the project;
(d) ST may make all decisions, which it is empowered or required to make under relevant contracts, including decisions on claims made by contractors or the client as required, and decisions relating to the interpretation of documents pertaining to those contracts; (e) ST may issue all certificates required or permitted by relevant contracts which it manages and or administers; (f) The relevant contractor alone is responsible for the proper execution of the work; (g) The contract administration services are not rendered for the benefit of the contactor and ST does not undertake a duty of care towards the contractor; (h) ST is not responsible to the client for the means, methods, techniques, sequences, procedures and use of equipment, whether approved by ST or not which are employed by the contractor or others in executing any phases of the project. - Where the services include the secondment of ST staff or contractors, then the client will assume responsibility for those personnel, and it is agreed that any statements or documents produced by those personnel will not be a statement or document of ST and that the client will pay ST such amount as is agreed between them in relation to the seconde.
- If any terms of these Conditions and or the accompanying letter are held to be invalid or unlawful by a court having jurisdiction, that terms will be served from the remaining terms, which will continue to be valid to the fullest extent of the law.
- ST may sub-contract the provision of all or part of the services provided the client consents to that. The client must not unreasonably withhold such consent.
- ST and the client will each keep confidential all information received by them from the other which is confidential. Information will be confidential unless:(a) it is in the public domain other than as a result of disclosure by the recipient, its directors, employees, agents, consultants or contractors in breach of these Conditions; or(b) it is already known to the recipient prior to disclosure to it by the disclosing party; or(c) it is information that the recipient is required to disclose by any applicable law or order of any judicial or regulatory body.
- ST will immediately notify the client in the event that ST believes that it may have a conflict of interest. The matter will then be resolved by discussion between the parties or failing resolution, by ST ceasing to provide the services to the client in relation to the project in question.
- The failure at any time of a party to the agreement arising from these Conditions and the accompanying letter to insist on performance of any provision of either of those documents is not a waiver of its right at any time to insist on performance of that or any other provision of those documents.
- Any monies invoiced to the client shall be a debt due to ST by that client and or the owners, and or Directors of the client who shall be joint and severally bound to pay any monies to fully settle any invoiced amounts.
- These Conditions are to prevail in the event of any ambiguity or discrepancy between them and the accompanying letter which cannot be resolved by agreement.
- Notice in writing may be given by personal delivery, fax, registered mail or the like or by prepaid post. Notice may not be given by e-mail.
- The agreement arising from these Conditions and the accompanying letter is governed by the laws of the State of South Australia and the parties agree to submit to the jurisdiction of the courts in South Australia.
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