AGREEMENT FOR THE PROVISION OF ENGINEERING SERVICES

Nunn Consulting and Project Engineering ABN 160698 873 382, a business operating in Queensland and Victoria with its principal office located at 42 Dungurra Place, Bushland Beach, Townsville, Queensland 4818 (“NCPE”);
 

1. Engagement

The Client engages NCPE to provide the engineering services described in the quoted scope of works together with such other services as may be agreed from time to time (the “Services”).

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2. Standard of Care

NCPE shall provide the Services with the degree of skill, care and diligence generally exercised by competent members of the engineering profession performing services of a similar nature at the time the Services are provided.

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3. Location of Services

The Services will be performed at NCPE’s Townsville office, at the project site (“Site”), or other locations reasonably required by the Client as outlined in the quoted scope of works. The Client must provide reasonable access to any such locations not under NCPE’s control.

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4. Client’s Obligations

The Client must, at its own cost and as soon as practical, make available all information, documents and particulars necessary for NCPE to carry out the Services as per the quoted scope of works (the “Requirements”). NCPE is entitled to rely on this information.

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5. Fees and Payment

The Client agrees to pay NCPE:
a) the fee and reimbursable expenses set out in the quoted scope of works,
b) reasonable adjustments to fees arising from events beyond NCPE’s control,
c) applicable GST (if not already included), and
d) additional insurance costs if requested in writing by the Client.

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6. Invoicing and Payment Terms

Unless otherwise specified, NCPE may invoice monthly in arrears. The Client must pay all invoiced amounts and GST by the due date, without deduction or set-off.

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7. Interest on Late Payments

If the Client fails to pay on time, interest will accrue on overdue amounts from the invoice date at a rate equal to the unsecured personal overdraft rate published by the Reserve Bank of Australia, plus 1% per annum.

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8. Limitation of Liability

To the maximum extent permitted by law:
a) NCPE’s liability is limited in aggregate to the amount specified in the quoted scope of works.
b) NCPE is not liable for indirect or consequential loss (including loss of profit or opportunity).
c) Liability expires three (3) years after completion of the Services unless otherwise specified.
d) If any clause is void under the Trade Practices Act 1974 (Cth), NCPE’s liability is limited to:
  i) re-supplying the Services; or
  ii) paying the cost of having the Services re-supplied.

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9. Intellectual Property

All intellectual property, including reports, drawings, specifications, and calculations created by NCPE in providing the Services, remain the property of NCPE. The Client is granted a non-exclusive, royalty-free, irrevocable licence to use such IP to complete the project.

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10. Confidentiality

Neither party may disclose or use the other’s confidential information except:
a) as required by law,
b) where the information is public, or
c) with written consent of the other party.

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11. Return of Documents

Upon request, each party must return all confidential materials belonging to the other.

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12. Dispute Resolution

Disputes must first be addressed by good-faith negotiations. If unresolved, the parties will engage in mediation under the rules of the Institute of Arbitrators and Mediators Australia. This does not prevent NCPE from initiating proceedings to recover unpaid amounts.

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13. Client’s Right to Terminate

The Client may terminate this Agreement:
a) for NCPE’s breach not remedied within 28 days of written notice;
b) by giving NCPE 60 days written notice;
c) if NCPE becomes insolvent or undergoes external administration.

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14. NCPE’s Right to Suspend

NCPE may suspend Services:
a) immediately if the Client fails to pay per Clauses 5 and 6;
b) for other breaches not remedied within 10 working days of notice.

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15. NCPE’s Right to Terminate

NCPE may terminate this Agreement:
a) for breaches not remedied within 5 days of a second notice following suspension;
b) for other breaches not remedied within 28 days;
c) by giving 60 days written notice;
d) if the Client becomes subject to an Insolvency Event.

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16. Use of Sub-Consultants

NCPE may engage third-party consultants with the Client’s prior consent, which shall not be unreasonably withheld. The Client bears the cost and risk of such consultants.

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17. Assignment

Neither party may assign or sublet obligations under this Agreement without written consent of the other party. No assignment releases the assignor from its obligations unless expressly stated.

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18. Interpretation

This Agreement shall not be construed against a party on the basis that the party was responsible for drafting any of its provisions.