1. ROLE OF DYNAMIC CORPORATE SOLUTIONS (DCS)
DCS shall perform the services with reasonable skill, care and diligence. DCS shall communicate with the client by and through DCS representative, who shall have authority to bind DCS in respect of all matters arising out of or in connection with the agreement. DCS shall consult with the client throughout the performance of the services. Unless otherwise agreed, DCS may rely on and treat the documentation and the directions provided by the client as accurate and correct. If DCS considers that any documentation made available to it by the client is insufficient to enable DCS to provide the services or is incorrect, then DCS shall notify the client accordingly. If DCS becomes aware of any matter that will change the scope, character, quality, sequence or timing of the services, then DCS shall promptly notify the client of that matter. DCS shall keep confidential any information disclosed by the Client or of which DCS becomes aware in respect of the project, unless such disclosure is approved or agreed to by the Client.
2. ROLE OF THE CLIENT (CLIENT)
The Client shall promptly provide DCS with all documentation and directions necessary to enable DCS to provide the Services. Unless otherwise agreed, the Client shall promptly obtain all access, approvals, authorities, licences and permits necessary to enable DCS to provide the services. The Client shall communicate with DCS by and through the Client’s representative, who shall have authority to bind the Client in respect of all matters arising out of or in connection with the Agreement. If the Client becomes aware of any matter that will change the scope, character, quality, sequence of timing of the Services, then the Client shall promptly notify DCS of that matter. The Client shall cooperate with DCS and shall not interfere with or obstruct the performance of the Services.
3. PAYMENT TO DYNAMC CORPORATE SOLUTIONS FOR THE SERVICES (DCS)
The Client shall pay DCS the Fee and, unless stated otherwise. Where DCS considers that an external consultant or contractor is required to enable DCS to provide services, then DCS may (with the approval of and as the agent of the Client) engage such a consultant or contractor on terms determined by DCS. In respect of any such engagement, the Client acknowledges that the consultant or contractor is the agent of the Client and the Client indemnifies DCS against all liability arising from the engagement including, without limitation, liability to third parties. Alternatively, if it is mutually agreed that DCS engaged the consultant or contactor as a sub‐contractor to DCS then the client shall by DCS an administration fee equal to 15% of the total cost of that consultant or contractor. Unless agreed otherwise, DCS shall issue progress claims at monthly intervals on the last business day of the month and the Client shall pay each claim in full within 14 days of the date of the progress claim. DCS is entitled to charge the Client interest at the rate of 10% per annum on any overdue payments from the due date for payment up to an including the date of payment. The Client shall pay all costs and expenses (including, without limitation, legal costs) incurred by DCS in pursuing any overdue payments. If the performance of the Services is delayed by an act, omission or default of the Client or its employees, agents, consultants or contractors, then the Client shall pay DCS for the costs and expenses incurred by DCS as a result of the delay. If the Client varies the scope, character, quality, sequence, or timing of the Services, then DCS may vary the fee accordingly. If after the date of the Agreement there is any change to the laws, by‐laws, regulations or ordinances of the Commonwealth of Australia or a State or Territory of Australia (or any country or territory where the Project is located, or Services are to be performed) or any Statutory Authority, and that change directly or indirectly increases or decreases the Fees or Reimbursable Expenses, then DCS may vary the Fee and reimbursable expenses accordingly.
4. SCOPE OF LIABILITY
DCS shall not be liable to the Client for: the acts, omissions or defaults of other contractors or consultants engaged by the Client (including consultants or contractors engaged by DCS as agent for the client.: Any changes, alterations or additions to the Services made by others without the express approval of DCS,: the accuracy of any costs estimates; any loss of use, opportunity or production, loss of interest, earnings or profit, holding or financial costs, business interruption or any indirect or consequential losses; and any loss damage or claim to the extent that such loss, damage or claim was caused or contributed to by the Client or its employees, agents, consultants, or contractors. To the fullest extent permitted by law, all warranties implied by statute or otherwise is excluded. In the event of a breach by DCS of a warranty implied under the Trade Practices Act 1974 and which cannot be contractually excluded, DCS’s liability to the Client for such breach shall be limited to the cost of supplying the Services again. DCS shall be deemed to have been discharged from all liability in respect of the Services, whether under the law of contract, or tort or otherwise, at the expiration of one year from the completion of the Services, and the client (and persons claiming through or under the Client) shall not be entitled to commence any action or claim whatsoever against DCS (or any employee contractor or sub‐consultant of DCS) in respect of the Services after that date.
5. COPYRIGHT AND USE OF DOCUMENTS
Copyright and the intellectual property in all reports, specifications, calculations and other documents produced by DCS in connection with the Services shall remain vested in DCS. Provided the Client pays DCS in full for the Fee and, if applicable the reimbursable expenses. DCS may with prior consent of the Client publish, either alone or in conjunction with others, articles, photographs and other illustrations relating to the Project. If during the course of providing the Services DCS develops, discovers or first reduces to practice a concept, product or process which is capable of being patented, then such concept, product or process shall be and remain the property of DCS and the Client shall NOT use, infringe or otherwise appropriate the same without first obtaining the written consent of DCS.
6. DISPUTE RESOLUTION
If a dispute arises out of or in connection with the Agreement, then either party may by notice in writing served on the other party require that such dispute be resolved within 14 days after service. Each party must use their best endeavours to resolve the dispute or agree on a process for resolving the dispute. If the dispute is not resolved or a process for resolving is not agreed to within 28 days of service of the notice, then the dispute may be resolved through litigation.
7. TERMINIATION OF SERVICES
The Client may by notice in writing to DCS terminate the Agreement if: DCS is in breach of the terms of engagement and the breach has not been remedied within 14 days (or longer period as the Client may allow) of the service by the Client on DCS of a notice requiring the breach to be remedied: or the Client serves DCS a notice requiring that the agreement be terminated on a date specified in the notice being not less than 60 days after the date of issue of the notice. DCS may by notice in writing to the Client suspend the provision of Services or terminate the Agreement if: the client is in breach of any of the obligations as set out above; or the client is in breach of any other obligations under the agreement and the breach has not been remedied with 14 days (or such longer period as DCS may allow) of the service by DCS on the Client of a notice requiring that the agreement be terminated on a date specified in the notice being not less than 60 days after the date of the notice ; or the client becomes insolvent or appears unable to pay its debts. If DCS suspends the provision of the Services at its sole discretion and at any time, either terminate the agreement of recommence the services by notice in writing to the client. All loss, damage, costs, expense or loss of profit incurred by DCS as a result of suspension or termination shall be borne by the Client. Termination shall be without prejudice to any claim that either party may have against the other in respect of any breach of the terms of the agreement which occurred prior to the date of termination. If the agreement is terminated for any reason other than a breach of the agreement by DCS, then the Client shall pay DCS for the services carried out prior to the date of termination and all other costs and expenses incurred by DCS as a result of the termination (including, without limitation, cancellation charges of external consultants).
8. GENERAL MATTERS
Nothing shall prevent DCS from employing such persons or companies, as it may deem appropriate to assist it in the performance of the Services. The agreement shall be governed by the law of the State in which the majority of the Services are provided, or the law of Queensland if the majority of the Services are performed outside Australia.
9. HOURLY RATES
If the Fee or a means of calculating the Fee is not specified, the fee shall be calculated using the following hourly rates which are subject to change by written notice.
a) Director $185 per hour
10. ADDITIONAL FEES
Should any changes be made subsequent to the agreed scope of works, a variation in cost may be applicable. Additional services required due to modification or alterations to the layout or scope of works due to circumstances beyond the control of our office, would be subject of a separate fee charge. Any additional work will be offered on a time basis via:
a) Director $185 per hour
11. CANCELLATION FEES
Should the fee proposal (QUOTE Proposal) be accepted and subsequently cancelled after twenty-four (24) hours of acceptance a cancellation fee shall apply of $100.00 including GST. Cancellations received following issue of any documentation or after any work has been performed, shall be subject to a fee based on our standard hourly rates, detailed in this document, for work performed up to the time of written receipt of cancellation. ALL cancellations must be received in writing.
END OF TERMS AND CONDITIONS OF ENGAGEMENT DOCUMENT