Australian Cost Planners Pty Ltd – Terms & Conditions of Trade

1. Definitions

1.1 “Consultant” means Australian Cost Planners Pty Ltd, its successors and assigns or any person acting on behalf of and with the authority of
Australian Cost Planners Pty Ltd.
1.2 “Client” means the person/s or any person acting on behalf of and with the authority of the Client requesting the Consultant to provide the
Services as specified in any proposal, quotation, order, invoice or other documentation, and:
(a) if there is more than one Client, is a reference to each Client jointly and severally; and
(b) if the Client is a part of a Trust, shall be bound in their capacity as a trustee; and
(c) includes the Client’s executors, administrators, successors and permitted assigns.
1.3 “Incidental Items” means any goods, documents, designs, drawings or materials supplied, consumed, created or deposited incidentally by
the Consultant in the course of it conducting, or supplying to the Client, any Services.
1.4 “Services” mean all Services supplied by the Consultant to the Client at the Client’s request from time to time.
1.5 “Price” means the price payable (plus any GST where applicable) for the Services as agreed between the Consultant and the Client in
accordance with clause 5 of this contract.
1.6 “GST” means Goods and Services Tax as defined within the “A New Tax System (Goods and Services Tax) Act 1999” (Cth).

2. Acceptance

2.1 The Client is taken to have exclusively accepted and is immediately bound, jointly and severally, by these terms and conditions if the Client
places an order for, or accepts Services provided by the Consultant.
2.2 These terms and conditions may only be amended with the consent of both parties in writing, and shall prevail to the extent of any
inconsistency with any other document or contract between the Client and the Consultant.
2.3 Electronic signatures shall be deemed to be accepted by either party providing that the parties have complied with Section 9 of the
Electronic Transactions Act 2000 or any other applicable provisions of that Act or any Regulations referred to in that Act.

3. Errors and Omissions

3.1 The Client acknowledges and accepts that the Consultant shall, without prejudice, accept no liability in respect of any alleged or actual
error(s) and/or omission(s):
(a) resulting from an inadvertent mistake made by the Consultant in the formation and/or administration of this contract; and/or
(b) contained in/omitted from any literature (hard copy and/or electronic) supplied by the Consultant in respect of the Services.
3.2 In the event such an error and/or omission occurs in accordance with clause 3.1, and is not attributable to the negligence and/or wilful
misconduct of the Consultant; the Client shall not be entitled to treat this contract as repudiated nor render it invalid.

4. Change in Control

4.1 The Client shall give the Consultant not less than fourteen (14) days prior written notice of any proposed change of ownership of the Client
and/or any other change in the Client’s details (including but not limited to, changes in the Client’s name, address, contact phone or fax
number/s, change of trustees or business practice). The Client shall be liable for any loss incurred by the Consultant as a result of the
Client’s failure to comply with this clause.

5. Price and Payment

5.1 At the Consultant’s sole discretion the Price shall be either:
(a) as indicated on any invoice provided by the Consultant to the Client; or
(b) the Price as at the date of delivery of the Services according to the Consultant’s current price list; or
(c) the Consultant’s quoted price (subject to clause 5.2) which will be valid for the period stated in the quotation or otherwise for a period of
thirty (30) days.
5.2 The Consultant reserves the right to change the Price if a variation to the Consultant’s quotation is requested. Any variation from the plan of
scheduled Services or specifications/scope (including, but not limited to, any variation as a result of additional Services required due to
unforeseen circumstances such as poor weather conditions affecting site visits, limitations to accessing the site, a prerequisite work by any
third party not being completed or as a result of any increase to the Consultant in the cost of Incidental Items and labour) will be charged for
on the basis of the Consultant’s quotation and will be shown as variations on the invoice. The Client shall be required to respond to any
variation submitted by the Consultant within ten (10) working days. Failure to do so will entitle the Consultant to add the cost of the variation
to the Price. Payment for all variations must be made in full at the time of their completion.
5.3 At the Consultant’s sole discretion a non-refundable deposit may be required.
5.4 Time for payment for the Services being of the essence, the Price will be payable by the Client on the date/s determined by the Consultant,
which may be:
(a) on delivery of the Services;
(b) before delivery of the Services;
(c) by way of instalments/progress payments in accordance with the Consultant’s payment schedule;
(d) the date specified on any invoice or other form as being the date for payment; or
(e) failing any notice to the contrary, the date which is seven (7) days following the date of any invoice given to the Client by the Consultant.
5.5 Payment may be made by cash, cheque, bank cheque, electronic/on-line banking, credit card (a surcharge may apply per transaction), or by
any other method as agreed to between the Client and the Consultant.
5.6 The Client shall not be entitled to set off against, or deduct from the Price, any sums owed or claimed to be owed to the Client by the
Consultant nor to withhold payment of any invoice because part of that invoice is in dispute.
5.7 Unless otherwise stated the Price does not include GST. In addition, to the Price the Client must pay to the Consultant an amount equal to
any GST the Consultant must pay for any supply by the Consultant under this or any other contract for providing the Consultant’s Services.
The Client must pay GST, without deduction or set off of any other amounts, at the same time and on the same basis as the Client pays the
Price. In addition, the Client must pay any other taxes and duties that may be applicable in addition to the Price except where they are
expressly included in the Price.

6. Delivery of Services

6.1 At the Consultant’s sole discretion delivery of the Services shall take place when:
(a) the Services are supplied to the Client at the Consultant’s address; or
(b) the Services are supplied to the Client at the Client’s nominated address.
6.2 Delivery of the Services to a third party nominated by the Client is deemed to be delivery to the Client for the purposes of this contract.
6.3 The Consultant may deliver the Services by separate instalments. Each separate instalment shall be invoiced and paid for in accordance
with the provisions in these terms and conditions.
6.4 Any time specified by the Consultant for delivery of the Services is an estimate only and the Consultant will not be liable for any loss or
damage incurred by the Client as a result of delivery being late. However both parties agree that they shall make every endeavour to enable
the Services to be supplied at the time and place as was arranged between both parties. In the event that the Consultant is unable to supply
the Services as agreed solely due to any action or inaction of the Client then the Consultant shall be entitled to charge a reasonable fee for
re-supplying the Services at a later time and date.

7. Risk

7.1 Irrespective of whether the Consultant retains ownership of any Incidental Items all risk for such items shall pass to the Client as soon as
such items are delivered to the Client and shall remain with the Client until such time as the Consultant may repossess the Incidental Items
in accordance with clause 10.3(f). The Client must insure all Incidental Items on or before delivery.
7.2 The Consultant reserves its right to seek compensation or damages for any damage, destruction or loss suffered in relation to the Incidental
Items as a result of the Client’s failure to insure in accordance with clause 7.1.
7.3 The Consultant shall be entitled to rely on the accuracy of any plans, specifications and other information provided by the Client. The Client
acknowledges and agrees that in the event that any of this information provided by the Client is inaccurate, the Consultant accepts no
responsibility for any loss, damages, or costs however resulting from these inaccurate plans, specifications or other information.

8. Access

8.1 Where applicable, the Client shall ensure that the Consultant has clear and free access to the site at all times to enable them to undertake
the Services. The Consultant shall not be liable for any loss or damage to the site unless due to the negligence of the Consultant.

9. Compliance with Laws

9.1 The Client and the Consultant shall comply with the provisions of all statutes, regulations and bylaws of government, local and other public
authorities that may be applicable to the Services (including, but not limited, guidelines provided by the Australian Tax Office where
applicable).
9.2 The Client agrees that the site will comply with any work health and safety (WHS) laws relating to the site and any other relevant safety
standards or legislation.

10. Title

10.1 The Consultant and the Client agree that where it is intended that the ownership of Incidental Items is to pass to the Client that such
ownership shall not pass until:
(a) the Client has paid the Consultant all amounts owing for the Services; and
(b) the Client has met all other obligations due by the Client to the Consultant in respect of all contracts between the Consultant and the
Client.
10.2 Receipt by the Consultant of any form of payment other than cash shall not be deemed to be payment until that form of payment has been
honoured, cleared or recognised and until then the Consultant’s ownership or rights in respect of the Incidental Items shall continue.
10.3 It is further agreed that, until ownership of the Incidental Items passes to the Client in accordance with clause 10.1:
(a) the Client is only a bailee of the Incidental Items and must return the Incidental Items to the Consultant immediately upon request by the
Consultant;
(b) the Client holds the benefit of the Client’s insurance of the Incidental Items on trust for the Consultant and must pay to the Consultant the
proceeds of any insurance in the event of the Incidental Items being lost, damaged or destroyed;
(c) the Client must not sell, dispose, or otherwise part with possession of the Incidental Items. If the Client sells, disposes or parts with
possession of the Incidental Items then the Client must hold the proceeds of sale of the Incidental Items on trust for the Consultant and
must pay or deliver the proceeds to the Consultant on demand.
(d) the Client should not convert or process the Incidental Items or intermix them with other goods, but if the Client does so then the Client
holds the resulting product on trust for the benefit of the Consultant and must dispose of or return the resulting product to the Consultant
as the Consultant so directs.
(e) the Client shall not charge or grant an encumbrance over the Incidental Items nor grant nor otherwise give away any interest in the
Incidental Items while they remain the property of the Consultant;
(f) the Client irrevocably authorises the Consultant to enter any premises where the Consultant believes the Incidental Items are kept and
recover possession of the Incidental Items.

11. Personal Property Securities Act 2009 (“PPSA”)


11.1 In this clause financing statement, financing change statement, security agreement, and security interest has the meaning given to it by the
PPSA.
11.2 Upon assenting to these terms and conditions in writing the Client acknowledges and agrees that these terms and conditions constitute a
security agreement for the purposes of the PPSA and creates a security interest in:
(a) all Incidental Items previously supplied by the Consultant to the Client;
(b) all Incidental Items will be supplied in the future by the Consultant to the Client; and
(c) all the Client’s present and after acquired property being a charge, including anything in respect of which the Client has at any time a
sufficient right, interest or power to grant a security interest in for the purposes of securing repayment of all monetary obligations of the
Client to the Consultant for Services – that have previously been provided and that will be provided in the future by the Consultant to the
Client.
11.3 The Client undertakes to:
(a) promptly sign any further documents and/or provide any further information (such information to be complete, accurate and up-to-date in
all respects) which the Consultant may reasonably require to;
(i) register a financing statement or financing change statement in relation to a security interest on the Personal Property Securities
Register;
(ii) register any other document required to be registered by the PPSA; or
(iii) correct a defect in a statement referred to in clause 11.3(a)(i) or 11.3(a)(ii);
(b) indemnify, and upon demand reimburse, the Consultant for all expenses incurred in registering a financing statement or financing
change statement on the Personal Property Securities Register established by the PPSA or releasing any Incidental Items charged
thereby;
(c) not register a financing change statement in respect of a security interest without the prior written consent of the Consultant;
(d) not register, or permit to be registered, a financing statement or a financing change statement in relation to the Incidental Items in favour
of a third party without the prior written consent of the Consultant.
11.4 The Consultant and the Client agree that sections 96, 115 and 125 of the PPSA do not apply to the security agreement created by these
terms and conditions.
11.5 The Client waives their rights to receive notices under sections 95, 118, 121(4), 130, 132(3)(d) and 132(4) of the PPSA.
11.6 The Client waives their rights as a grantor and/or a debtor under sections 142 and 143 of the PPSA.
11.7 Unless otherwise agreed to in writing by the Consultant, the Client waives their right to receive a verification statement in accordance with
section 157 of the PPSA.
11.8 The Client must unconditionally ratify any actions taken by the Consultant under clauses 11.3 to 11.5.
11.9 Subject to any express provisions to the contrary (including those contained in this clause 11) nothing in these terms and conditions is
intended to have the effect of contracting out of any of the provisions of the PPSA.

12. Security and Charge

12.1 In consideration of the Consultant agreeing to supply Services, the Client charges all of its rights, title and interest (whether joint or several)
in any land, realty or other assets capable of being charged, owned by the Client either now or in the future, to secure the performance by
the Client of its obligations under these terms and conditions (including, but not limited to, the payment of any money).
12.2 The Client indemnifies the Consultant from and against all the Consultant’s costs and disbursements including legal costs on a solicitor and
own client basis incurred in exercising the Consultant’s rights under this clause.
12.3 The Client irrevocably appoints the Consultant and each director of the Consultant as the Client’s true and lawful attorney/s to perform all
necessary acts to give effect to the provisions of this clause 12 including, but not limited to, signing any document on the Client’s behalf.

13. Defects, Warranties and the Competition and Consumer Act 2010 (CCA)

13.1 The Client must inspect the Consultant’s Services on completion of the Services and must within thirty (30) days notify the Consultant in
writing of any evident defect in the Services or Incidental Items provided (including the Consultant’s workmanship) or of any other failure by
the Consultant to comply with the description of, or quote for, the Services which the Consultant was to supply. The Client must notify any
other alleged defect in the Consultant’s Services or Incidental Items as soon as is reasonably possible after any such defect becomes
evident. Upon such notification the Client must allow the Consultant to review the Services or Incidental Items that were provided.
13.2 Under applicable State, Territory and Commonwealth Law (including, without limitation the CCA), certain statutory implied guarantees and
warranties (including, without limitation the statutory guarantees under the CCA) may be implied into these terms and conditions (Non-
Excluded Guarantees).
13.3 The Consultant acknowledges that nothing in these terms and conditions purports to modify or exclude the Non-Excluded Guarantees.
13.4 Except as expressly set out in these terms and conditions or in respect of the Non-Excluded Guarantees, the Consultant makes no
warranties or other representations under these terms and conditions including, but not limited to, the quality or suitability of the Services.
The Consultant’s liability in respect of these warranties is limited to the fullest extent permitted by law.
13.5 If the Client is a consumer within the meaning of the CCA, the Consultant’s liability is limited to the extent permitted by section 64A of
Schedule 2.
13.6 If the Consultant is required to rectify, re-supply, or pay the cost of re-supplying the Services under this clause or the CCA, but is unable to
do so, then the Consultant may refund any money the Client has paid for the Services but only to the extent that such refund shall take into
account the value of Services and Incidental Items which have been provided to the Client which were not defective.
13.7 If the Client is not a consumer within the meaning of the CCA, the Consultant’s liability for any defective Services or Incidental Items is:
(a) limited to the value of any express warranty or warranty card provided to the Client by the Consultant at the Consultant’s sole discretion;
(b) otherwise negated absolutely.
13.8 Notwithstanding clauses 13.1 to 13.7 but subject to the CCA, the Consultant shall not be liable for any defect or damage which may be
caused or partly caused by or arise as a result of:
(a) the Client failing to properly maintain or store any Incidental Items;
(b) the Client using the Incidental Items for any purpose other than that for which they were designed;
(c) the Client continuing to use any Incidental Items after any defect became apparent or should have become apparent to a reasonably
prudent operator or user;
(d) interference with the Services by the Client or any third party without the Consultant’s prior approval;
(e) the Client failing to follow any instructions or guidelines provided by the Consultant;
(f) fair wear and tear, any accident, or act of God.

14. Default and Consequences of Default

14.1 Interest on overdue invoices shall accrue daily from the date when payment becomes due, until the date of payment, at a rate of two and a
half percent (2.5%) per calendar month (and at the Consultant’s sole discretion such interest shall compound monthly at such a rate) after as
well as before any judgment.
14.2 If the Client owes the Consultant any money the Client shall indemnify the Consultant from and against all costs and disbursements incurred
by the Consultant in recovering the debt (including but not limited to internal administration fees, legal costs on a solicitor and own client
basis, the Consultant’s contract default fee, and bank dishonour fees).
14.3 Further to any other rights or remedies the Consultant may have under this contract, if a Client has made payment to the Consultant, and the
transaction is subsequently reversed, the Client shall be liable for the amount of the reversed transaction, in addition to any further costs
incurred by the Consultant under this clause 14 where it can be proven that such reversal is found to be illegal, fraudulent or in contravention
to the Client’s obligations under this contract.
14.4 Without prejudice to the Consultant’s other remedies at law the Consultant shall be entitled to cancel all or any part of any order of the Client
which remains unfulfilled and all amounts owing to the Consultant shall, whether or not due for payment, become immediately payable if:
(a) any money payable to the Consultant becomes overdue, or in the Consultant’s opinion the Client will be unable to make a payment when
it falls due;
(b) the Client has exceeded any applicable credit limit provided by the Consultant;
(c) the Client becomes insolvent, convenes a meeting with its creditors or proposes or enters into an arrangement with creditors, or makes
an assignment for the benefit of its creditors; or
(d) a receiver, manager, liquidator (provisional or otherwise) or similar person is appointed in respect of the Client or any asset of the Client.

15. Use of Reports and Advice

15.1 Any advice that the Consultant gives to the Client, its employees or agents is for the Client’s exclusive use and must be used only for the
purpose described in the quotation or proposal.
15.2 Unless the Consultant gives the Client prior written consent, the advice:
(a) must not be used or disclosed for any other purpose, referred to in any document or made available to any other person, except the
Client’s lawyers or other professional advisor assisting in the Services; and
(b) may not be relied upon by any other party other than the Client.
15.3 The Consultant is not responsible to any other party other than the Client, who is provided with or obtains a copy of the Consultant’s advice.
15.4 The Consultant’s advice may, on occasion, be given to the Client in draft form or orally only on the basis that the Client may not rely on
advice in that form. Accordingly, the Consultant shall not be responsible if the Client or any other party relies on the advice or chooses to act,
or refrains from acting, on the basis of any draft advice or oral comments or advice.
15.5 The Client acknowledges that the signed copy of the Consultant’s final advice is the definitive version.
15.6 Sometimes circumstances may change after the Consultant has provided their final advice to the Client. If this happens the Consultant will
not update any final advice it has provided to the Client under these terms and conditions. If the Client would like the Consultant to update
their final advice, they must contact the Consultant and both parties can discuss a suitable arrangement with the Client.

16. Confidentiality / Intellectual Property

16.1 Both the Client and the Consultant agree to treat all information and ideas communicated to it by the other confidentially and agree not to
divulge it to any third party, without the other party's written consent. The parties will not copy any such information supplied, and will either
return it or destroy it (together with any copies thereof) on request of the other party.
16.2 Exceptions to clause 16.1 will be disclosures to legal advisers, disclosures required by law, and disclosures necessary for the proper
performance of the Services.
16.3 The Client warrants that any specifications or instructions provided by the Client to the Consultant will not cause the Consultant to infringe
any patent, registered design or trademark in the execution of the Client’s order and the Client agrees to indemnify the Consultant against
any action taken by a third party against the Consultant in respect of any such infringement.

17. Cancellation

17.1 Without prejudice to any other remedies the Consultant may have, if at any time the Client is in breach of any obligation (including those
relating to payment) under these terms and conditions the Consultant may suspend or terminate the supply of Services to the Client. The
Consultant will not be liable to the Client for any loss or damage the Client suffers because the Consultant has exercised its rights under this
clause.
17.2 The Consultant may cancel any contract to which these terms and conditions apply or cancel delivery of Services at any time before the
Services are commenced by giving written notice to the Client. On giving such notice the Consultant shall repay to the Client any money paid
by the Client for the Services. The Consultant shall not be liable for any loss or damage whatsoever arising from such cancellation.
17.3 In the event that the Client cancels delivery of the Services the Client shall be liable for any and all loss incurred (whether direct or indirect)
by the Consultant as a direct result of the cancellation (including, but not limited to, any loss of profits).

18. Privacy Act 1988

18.1 The Client agrees for the Consultant to obtain from a credit reporting body (CRB) a credit report containing personal credit information (e.g.
name, address, D.O.B, occupation, previous credit applications, credit history) about the Client in relation to credit provided by the
Consultant.
18.2 The Client agrees that the Consultant may exchange information about the Client with those credit providers and with related body
corporates for the following purposes:
(a) to assess an application by the Client; and/or
(b) to notify other credit providers of a default by the Client; and/or
(c) to exchange information with other credit providers as to the status of this credit account, where the Client is in default with other credit
providers; and/or
(d) to assess the creditworthiness of the Client including the Client’s repayment history in the preceding two (2) years.
18.3 The Client consents to the Consultant being given a consumer credit report to collect overdue payment on commercial credit.
18.4 The Client agrees that personal credit information provided may be used and retained by the Consultant for the following purposes (and for
other agreed purposes or required by):
(a) the provision of Services; and/or
(b) analysing, verifying and/or checking the Client’s credit, payment and/or status in relation to the provision of Services; and/or
(c) processing of any payment instructions, direct debit facilities and/or credit facilities requested by the Client; and/or
(d) enabling the collection of amounts outstanding in relation to the Services.
18.5 The Consultant may give information about the Client to a CRB for the following purposes:
(a) to obtain a consumer credit report;
(b) allow the CRB to create or maintain a credit information file about the Client including credit history.
18.6 The information given to the CRB may include:
(a) personal information as outlined in 18.1 above;
(b) name of the credit provider and that the Consultant is a current credit provider to the Client;
(c) whether the credit provider is a licensee;
(d) type of consumer credit;
(e) details concerning the Client’s application for credit or commercial credit (e.g. date of commencement/termination of the credit account
and the amount requested);
(f) advice of consumer credit defaults, overdue accounts, loan repayments or outstanding monies which are overdue by more than sixty
(60) days and for which written notice for request of payment has been made and debt recovery action commenced or alternatively that
the Client no longer has any overdue accounts and the Consultant has been paid or otherwise discharged and all details surrounding
that discharge(e.g. dates of payments);
(g) information that, in the opinion of the Consultant, the Client has committed a serious credit infringement;
(h) advice that the amount of the Client’s overdue payment is equal to or more than one hundred and fifty dollars ($150).
18.7 The Client shall have the right to request (by e-mail) from the Consultant:
(a) a copy of the information about the Client retained by the Consultant and the right to request that the Consultant correct any incorrect
information; and
(b) that the Consultant does not disclose any personal information about the Client for the purpose of direct marketing.
18.8 The Consultant will destroy personal information upon the Client’s request (by e-mail) or if it is no longer required unless it is required in
order to fulfil the obligations of this contract or is required to be maintained and/or stored in accordance with the law.
18.9 The Client can make a privacy complaint by contacting the Consultant via e-mail. The Consultant will respond to that complaint within seven
(7) days of receipt and will take all reasonable steps to make a decision as to the complaint within thirty (30) days of receipt of the complaint.
In the event that the Client is not satisfied with the resolution provided, the Client can make a complaint to the Information Commissioner at
www.oaic.gov.au.

19. Building and Construction Industry Security of Payments Act 1999 (where applicable)

19.1 At the Consultant’s sole discretion, if there are any disputes or claims for unpaid Services then the provisions of the Building and
Construction Industry Security of Payments Act 1999 may apply.
19.2 Nothing in this contract is intended to have the effect of contracting out of any applicable provisions of the Building and Construction Industry
Security of Payments Act 1999 of New South Wales, except to the extent permitted by the Act where applicable.

20. Service of Notices

20.1 Any written notice given under this contract shall be deemed to have been given and received:
(a) by handing the notice to the other party, in person;
(b) by leaving it at the address of the other party as stated in this contract;
(c) by sending it by registered post to the address of the other party as stated in this contract;
(d) if sent by facsimile transmission to the fax number of the other party as stated in this contract (if any), on receipt of confirmation of the
transmission;
(e) if sent by email to the other party’s last known email address.
20.2 Any notice that is posted shall be deemed to have been served, unless the contrary is shown, at the time when by the ordinary course of
post, the notice would have been delivered.

21. Trusts

21.1 If the Client at any time upon or subsequent to entering in to the contract is acting in the capacity of trustee of any trust (“Trust”) then
whether or not the Consultant may have notice of the Trust, the Client covenants with the Consultant as follows:
(a) the contract extends to all rights of indemnity which the Client now or subsequently may have against the Trust and the trust fund;
(b) the Client has full and complete power and authority under the Trust to enter into the contract and the provisions of the Trust do not
purport to exclude or take away the right of indemnity of the Client against the Trust or the trust fund. The Client will not release the right
of indemnity or commit any breach of trust or be a party to any other action which might prejudice that right of indemnity;
(c) the Client will not without consent in writing of the Consultant (the Consultant will not unreasonably withhold consent), cause, permit, or
suffer to happen any of the following events:
(i) the removal, replacement or retirement of the Client as trustee of the Trust;
(ii) any alteration to or variation of the terms of the Trust;
(iii) any advancement or distribution of capital of the Trust; or
(iv) any resettlement of the trust property.

22. Liability Limitations

22.1 Except as is specified in clause 13, the liability limitations of the Consultant, it partners, associates, and employees shall exclude any indirect
loss and/or expense (including loss of profit) suffered by the Client arising out of a breach by the Consultant of these terms and conditions.
22.2 The Client agrees, to the extent permitted by law, that the liability to the Client of the Consultant, its partners, associates and employees or
contractors in any way arising from or connected with this engagement including, without limitation, liability for negligence, shall be limited to
damages which under no circumstances shall exceed the Consultant’s Professional Indemnity Insurance in place.
22.3 The Client agrees to indemnify the Consultant, its partners, associates, employees and any other person who may be sought to be made
liable in excess of the limit of liability described in clause 22.2 in respect of any activity arising from or connected with these terms in respect
of any claim of whatever kind, including negligence, that may be made by any person and any costs and expenses that may be incurred by
the Consultant.

23. General

23.1 The failure by either party to enforce any provision of these terms and conditions shall not be treated as a waiver of that provision, nor shall it
affect that party’s right to subsequently enforce that provision. If any provision of these terms and conditions shall be invalid, void, illegal or
unenforceable the validity, existence, legality and enforceability of the remaining provisions shall not be affected, prejudiced or impaired.
23.2 These terms and conditions and any contract to which they apply shall be governed by the laws of New south Wales, the State in which the
Consultant has its principal place of business, and are subject to the jurisdiction of the Sydney Courts in New South Wales.
23.3 The Consultant may licence and/or assign all or any part of its rights and/or obligations under this contract without the Client’s consent.
23.4 The Client cannot licence or assign without the written approval of the Consultant.
23.5 The Consultant may elect to subcontract out any part of the Services but shall not be relieved from any liability or obligation under this
contract by so doing. Furthermore, the Client agrees and understands that they have no authority to give any instruction to any of the
Consultant’s sub-contractors without the authority of the Consultant.
23.6 The Client agrees that the Consultant may amend these terms and conditions by notifying the Client in writing. These changes shall be
deemed to take effect from the date on which the Client accepts such changes, or otherwise at such time as the Client makes a further
request for the Consultant to provide Goods to the Client.
23.7 Neither party shall be liable for any default due to any act of God, war, terrorism, strike, lock-out, industrial action, fire, flood, storm or other
event beyond the reasonable control of either party.
23.8 Both parties warrant that they have the power to enter into this contract and have obtained all necessary

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