General Terms and Conditions of Services Agreement
Cross Solutions (“CS”) agree to act on your behalf and to provide the services subject to you agreeing and accepting the following terms and conditions.
The quotation and / or fee estimate is a cost agreement (“Agreement”) for “CS” to undertake all work agreed to in the defined scope of work. The Agreement may be accepted by you in writing or by your conduct by giving or continuing to give instructions, whether verbally or in writing, to “CS”.
The terms of the Agreement as far as they relate to the professional obligation of “CS”, should be read in concert with the provisions of any related statutory acts, regulations or guidelines related to the service provided.
Invoices will be issued to you for the supply of services, and please note that invoices issued by “CS” are to be paid within 14 days of the date of the invoice, unless specifically stated otherwise on the quotation and / or fee estimate provided to you and / or an application has been made and approved by “CS” to vary the standard payment terms.
Estimates of Total Client Costs
All cost will normally be detailed in the Agreement however all quotations and / or fee estimates are based upon the information provided by you and otherwise available at the time of preparing the Agreement.
Should the scope of works change, “CS” reserves the right to provide a new overall quotation and / or fee estimate, whether that quotation and/or fee estimate is greater or less than the original quotation and / or fee estimate.
Please note that a fee estimate should not be considered a quotation unless otherwise agreed to by you and “CS”.
Any changes to the scope of works will be charged to you at the applicable standard hourly rates, which will be stated on the quotation and / or fee estimate.
It is possible that further costs may be incurred as a consequence of having to comply with statutory authorities. While “CS” takes reasonable care to identify such costs as and when they arise during the course of completion of the scope of works, “CS” is not liable for any loss or damage that may be caused as a consequence of “CS” not having identified such costs prior or during the undertaking of the scope of works.
Rate of Interest
If you do not pay an account within 28 days of the date of the account, “CS” may charge interest on the unpaid portion from the due date until the date of payment in full at the rate of 6% per annum, compounded monthly.
“CS” will issue you a tax invoice for the supply of our services.
You acknowledge that GST is payable in respect to each taxable supply made under this Agreement.
Where any charges (including disbursements) in relation to a taxable supply are expressed in this Agreement as exclusive to GST, you acknowledge that the amount actually payable by you will include an amount equal to the GST payable on the taxable supply.
“GST”, “taxable supply”, and “tax invoice” have the meaning given in the Goods & Services Tax Act 1999.
(a) Advanced Payment
As a condition of the Agreement, “CS” may require you to pay 50% of the total estimated cost.
Upon execution of the Agreement, which would include this condition “CS” will issue a tax invoice for an amount of 50% of the total cost within 7 days of the execution of the Agreement or otherwise within a reasonable time of being instructed. “CS” will not be obliged to commence work in relation to the scope of works until such time as this invoice is paid.
(b) Payment of account in 14 days from date of issue of invoice
Unless an application has been made and approved by “CS” to vary the standard payment terms.
Should you experience difficulties in meeting “CS” payment criteria, you are urged to contact the Managing Director or the Surveyor who manages your project without delay.
Subject to the Agency / Principal ruling by the ATO, GST will apply to all accounts rendered.
For clients which are companies, “CS” may request at any time that any Director and / or all Directors of the Client Company execute a Directors Guarantee and Indemnity Form.
Where instructions are obtained from more than one individual or party they become jointly and severally liable to pay our costs.
(d) Independent Legal Advice
It is in your interests to obtain legal advice about the meaning and effect of this Agreement.
(e) Failure to Provide Instruction or pay accounts
“CS” may terminate the Agreement and cease to act on your behalf, and be entitled, inter alia, without further notice, if:
- You fail to provide us with further and better instructions as and when requested and / or fail to respond to our correspondence, telephone calls or at all;
- “CS” forms the opinion, on reasonable grounds, that mutual confidence and trust do not exist between us and you;
- “CS” considers on reasonable grounds that, by continuing to act for you, the surveyor may be acting unprofessionally or otherwise breaching terms of the Act; or
- You fail to pay our account within 30 days of the account being issued to you or otherwise breach this Agreement and fail to remedy the breach to the reasonable satisfaction “CS” within a reasonable time.
(f) Termination by you
You may terminate this Agreement at any time by notifying “CS” in writing. You remain responsible for all costs which “CS” may properly charge up to the time of receipt by us of the notice of termination.
(g) Agreement and Variation
This Agreement is binding on you and “CS”. It may not be varied except in writing and signed by both parties.
Survey Practice Liability
“CS” must take reasonable care in providing the surveying services set out in the Scope of Works to you. “CS” is not responsible for:
- any incidental, indirect or consequential loss, damage, expense or liability (including lost profits) suffered or incurred by you in the course of “CS” undertaking the Scope of Works; or
- any loss, damage, expense or liability suffered or incurred by the Client which is caused by your negligence or the negligence of your directors, officers, agents and employees or by third parties.
If you suffer or incur loss, damage, expense or liability for which “CS” is responsible, the maximum liability of “CS” will be the net proceeds recovered by it under the insurance policies referred to in section (k).
If you suffer injury, loss or damage partly as a result of your own negligence, any claim you make against “CS” in relation to that injury, loss or damage will be reduced, as if the claim were based in negligence, to the extent that it is just and equitable having regard to your share in the responsibility for the injury, loss or damage.
You acknowledge “CS”’s copyright in all documents prepared by “CS” and that they must not be reproduced, other than for the purpose of permitting the scope of works being completed, without “CS”’s prior written permission.
(i) Destruction of Files
“CS” will destroy the file(s) created upon your instructions seven (7) years after completion of your matter. File(s) may be destroyed earlier upon “CS” giving you written notice and you not objecting to that intended destruction within 14 days of receipt of that notice.
“CS” undertakes to comply with all relevant Environmental and Health and Safety legislation. “CS” also undertakes to ensure that its employees undergo pertinent training, induction courses and wear personal protective equipment. The Client agrees to likewise comply with all relevant Environmental and Health and Safety legislation and to provide site inductions where pertinent to the safety and health of on site workers.
(k) Indemnification and Insurances
“CS” has Worker’s Compensation as required by statute, and Professional Indemnity, Motor Vehicle and Public Liability and Products Insurances. “CS” will indemnify the Client for losses, damages or expenses resulting from “CS”’s negligence in connection with the Services, provided that the amount payable under the indemnity shall be reduced to, and shall not exceed, the net proceeds recovered by “CS” under the insurance policies set out above. The indemnity will not apply to any losses, damages or expenses referred to for which “CS” is not responsible.
In no event shall “CS”’s liability to the client extend beyond those obligations assumed by “CS”, not extend to the client’s loss of use or profit or any other form of consequential loss or damage.
“CS” shall not be responsible for, and shall not be considered to be in breach of this Agreement because of failures or delays to complete the Scope of Works due to anything arising from circumstances beyond its control, including but not limited to war, civil disturbance, industrial dispute, fire, natural calamity, act of God, acts of Client or other consultants or contractors involved with the work, or demand or requirement of Survey or government.
If this Contract involves contracting out and/or sub-contracting “CS”’s personnel (employees) to perform work for the Client under the Clients’ instructions, procedures and policies, “CS” will not be held responsible for the results and consequences or any work performed by the personnel on the grounds that such work is performed in accordance with the Clients’ quality system and under the Clients’ supervision and instruction.
(l) Entire Agreement
This Agreement (including the Schedules) constitutes the entire agreement between the parties with respect to its subject matter and supersedes all prior representations and discussions regarding the Scope of Works, the subject of this Agreement.
This agreement is loosely based on widely available and commonly used “Terms of Engagement and Cost Agreement”. “CS” and no employee or agent of “CS” shall be responsible or liable for any loss, damage or injury arising from the use of or reliance on any information, including out-of-date, incomplete, inaccurate, or misleading information expressly stated in or implied in the “The Terms of Engagement and Cost Agreement”.