These terms of engagement together with any accompanying document(s) and/or related document(s) prepared by or specifically adopted in writing by Palmer Tech Group (Palmer Technologies Pty Ltd, Palmer Linings Pty Ltd, P-Response NDT Pty Ltd) incorporating these terms of engagement comprise the agreement between the Client and Palmer Tech Group. Accompanying or related documents comprising the agreement are referred to herein as attachments.
IT IS AGREED:
- Performance of Services. Palmer Tech Group shall perform the services described in the attachments (the Services) with due care skill and diligence and in accordance with the standards of performance considered acceptable by the members of the consulting engineering profession of Australia within the scope of works attachment pursuant to and relying upon information provided by the client.
- Client Brief. The Client shall provide to Palmer Tech Group a briefing and all information concerning the Client's requirements for the commission. Palmer Tech Group shall not be liable for any loss or damage arising from a failure by the client to properly brief Palmer Tech Group with all the information required to complete the works.
- Payment. The Client agrees to pay Palmer Tech Group the remuneration described in the attachments as payable to Palmer Tech Group for performing the Services (the Payment).
- Invoices. Palmer Tech Group invoices for the Payment is strictly within 30 days of receipt by the Client. Interest at Palmer Tech Group overdraft rates plus 8% shall accrue on accounts which are overdue. Palmer Tech Group may cease or suspend works for their client if its credit terms are exceeded.
- Additional Services. The parties hereto may agree to vary add to or delete parts of the work comprising the Services. The provisions of this agreement shall apply to all such variations and additions. Work performed by Palmer Tech Group in addition to the Services shall be charged to the Client as provided in the attachments.
- Escalation. Palmer Tech Group hourly rates and any lump sum fees are reviewed on the 1 January each year unless otherwise provided in the attachments. Any variations in hourly rates and lump sum fees shall automatically be a variation of the agreement between the parties relating to any works uncompleted on January 1 on any year to which this Contract relates.
- Unforeseen Circumstances. Palmer Tech Group shall be entitled to an equitable variation to this agreement and an appropriate adjustment to the Payment where delays events or circumstances beyond the reasonable control of Palmer Tech Group or reasonable anticipation of the parties hereto delay increase or adversely affect performance of the Services.
- Outside Services. The Client shall reimburse Palmer Tech Group outside charges incurred in performing the Services at cost plus 10%.
- Travel Charges. Travel expenses include, but not limited to, travelling time (8hrs each way per person), parking fees, taxis, phone calls, accommodation, meals, car hire, airfares. Business class airfare for overseas travel is charged by the Managing Director. Accommodation is 4 star or above.
- Termination. If a client believes that a project has become unviable, it may, by ten (10) days notice in writing to Palmer Technologies, terminate this agreement. In the case of termination, the client shall pay forthwith all monies owing to Palmer Technologies plus an amount determined by Palmer Technologies in its absolute discretion to be costs of early demobilisation.
- Suspension. Where the Services are suspended or delayed for a period the Client shall compensate Palmer Tech Group for the costs of suspended personnel and expenses incurred during such period subject to a maximum of 10 working days in each period.
- Limitation of Liability. The liability of Palmer Tech Group to the Client whether in contract or in tort and whether for negligence or otherwise is hereby limited to the total aggregate amount of $50,000 or reperformance of the services whichever is the lesser. Palmer Tech Group shall in no event be liable to the Client in respect of matters not notified within 12 months from completion of the Services. The client hereby irrevocably agrees to indemnify and keep Palmer Tech Group safe from any loss or damage incurred in excess of the said aggregate amount.
- Consequential Loss and Estimating. Palmer Tech Group shall in no event be liable to the Client for consequential or indirect financial loss or damage, nor in respect of any estimate of the time or cost to complete the Project.
- Contractors and Approvals. Palmer Tech Group shall have no liability in respect of any act omission or negligence of any subconsultant contractor workman supplier or fabricator or other third party involved in the Project.
- Copyright. Copyright in all drawings, reports, specifications, bills of quantity, calculations and other documents provided by Palmer Tech Group in connection with the project shall remain the property of the Consulting Engineer.
- Subject to clause 11 of the Agreement, the Client alone shall have a licence to use the documents referred to in clause 14 of the Agreement for the purpose of completing the project, but the Client shall not use, or make copies of, such documents in connection with any work not included in the project. The rights given to the client over documents referred to in clause 4 of the Agreement are not assignable by the client under any circumstances.
- If the Client is in breach of any obligation to make payment to Palmer Tech Group, Palmer Tech Group may revoke the licence referred to in clause 5 of the Agreement, and the Client shall then cause to be forthwith returned to Palmer Tech Group all documents referred to in clause 4 of the Agreement, and all copies thereof
- Governing Law and Jurisdiction. This agreement shall be construed and governed in accordance with the laws of the State of Queensland and the parties hereto submit to the jurisdiction of that same State.
- Dispute Resolution. Any dispute or difference shall be referred for determination to an expert, who shall be appointed by the Chapter Chairman of the Institute of Arbitrators Australia in the State defined in Clause 23 of the Agreement. The expert shall not act as Arbitrator. His decision shall be final and binding on both parties.
- Commencement of Agreement. This agreement shall be deemed on and from the date of commencement of the Services by Palmer Tech Group.
- Ownership. Notwithstanding anything contained in any document signed between the parties any forbearance to pursue any of our rights or acceptance of money made by us, from time to time, shall not affect our right under this or any collateral document, to recover any monies outstanding. Pending receipt of monies under this agreement, all goods delivered by us or at our direction to you or your agent shall remain in our sole ownership, wheresoever situate, notwithstanding any representations made by you or your agents, and the holder of those goods at any time prior to payment therefore shall hold those goods as bailee for us only.
- Variation of this Agreement. This agreement shall not be varied by the presentation by the client of any subsequent or superseding terms and conditions, unless those conditions are specifically agreed to in writing by Palmer Tech Group. Any subsequent or superseding terms and conditions not so agreed to are specifically negatived and excluded from this agreement.
- The Disclaimer. This documentation, any associated works, material, opinions,
recommendations or any other actions undertaken by Palmer Tech Group pursuant to it's engagement, are:-
- Specifically limited to the scope of works requested by the client;
- Limited only to the scope of works and not to similar associated or subsequent circumstances, equipment or works;
- Based upon assumptions, observations, levels of access, and representations permitted by the client, and therefore are warranted only to be reasonable in the light of the said assumptions, observations, levels of access, and representations; Based upon observations and levels of access permitted by the client and information and representations made by the client. And the client's acknowledgement that Palmer Tech Group is entitled to rely on the accuracy and completeness of such information and representations.
- Are compiled solely for the use by the client expressed in the scope of works, and cannot be assigned, disclosed, released or used for any other purpose or to any other party without the express written permission of Palmer Tech Group.
- Palmer Tech Group has expressed it's opinions findings and recommendations in good faith and will take no responsibility for the outcome of any Litigation, Court Findings, Disciplinary Action or other findings of a Judicial nature taken as a result of circumstances surrounding the scope of works or such Opinions, Findings or Recommendations.
- Palmer Tech Group will not be responsible for any loss, damage or claims of any nature whatsoever, directly or indirectly arising from circumstances beyond the limitations set out above, and the client expressly agrees irrevocably to indemnify Palmer Tech Group against any such loss damage or claims, including any associated costs of defending such loss damage or claims on a full indemnity basis.
- Expert Witness. We follow the ACEA guidelines when engaged as an expert witness.
- Palmer Tech Group shall indicate to the Client the information needed for rendering of the services. The Client shall provide to Palmer Tech Group such information as is available to the Client.
- The Client acknowledges that Palmer Tech Group has no obligation to check the accuracy, completeness and sufficiency of such information provided to it by the Client and that Palmer Tech Group shall be entitled to rely upon the accuracy and completeness of such information.
- Accordingly, the Client agrees, to the fullest extent permitted by law, to indemnify and hold Palmer Tech Group harmless from any claim, liability or cost (including reasonable solicitor's fees and costs of defence) for injury or loss arising or allegedly arising from errors, omissions or inaccuracies in documentation or other information provided by the Client to Palmer Tech Group.