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(07) 4646 2485 (Toowoomba)
(07) 3067 9085 (Brisbane)
Utility Services Locating
Ground Penetrating Radar
Utility Mapping & Surveying
CAD & BIM Modelling
Utility Services Locating
Ground Penetrating Radar
Utility Mapping & Surveying
CAD & BIM Modelling
Terms of Engagement
I accept these terms.
CLAUSE 1 - AGREEMENT
These terms of engagement together with the definition of:
(a) the scope of services of Precision Service Locating Pty Ltd (the “Services”), and
(b) the charges applicable to the Services (the “Payment”)
and any terms and conditions incorporated in or attached thereto shall comprise the agreement between Precision Service Locating Pty Ltd (“PSL”) and the Client (the “Agreement”).
Any terms appearing on any orders or other documents produced by or on behalf of the Client are excluded unless they have been specifically accepted in writing by PSL.
CLAUSE 2 - PRICE ESTIMATE
2.1 The price outlined for our services is outlined within the Fee Proposal (previously provided).
2.2 Please note: pricing may be an estimate only based on hourly rates as anticipated and may alter from the final invoice at the completion of these works. Hourly rates as detailed in this Fee Proposal have been utilised to estimate the work undertaken on this project and are specific to the works.
PSL’s standard hourly rates will be utilised to estimate the work undertaken in this project and would be applicable for works undertaken outside the agreed scope of works.
CLAUSE 3 - ROLE OF PSL
3.1 PSL shall perform the Services in accordance with the Agreement. PSL shall consult the Client throughout the performance of the Services and shall advise the Client of any event or circumstance materially affecting the scope or timing of the Services.
3.2 If PSL considers that the information, documents and other particulars made available by the Client are not sufficient to enable PSL to provide the Services in accordance with the Agreement, PSL will advise the Client who shall then provide such further assistance, information, or other particulars as necessary in the circumstances.
3.3 PSL shall perform the Services in a timely manner to the extent that it is within its reasonable control to do so.
3.4 PSL shall provide data in hard copy and digital format as required.
CLAUSE 4 - ROLE OF THE CLIENT
4.1 The Client shall as soon as practicable make available to PSL all information, documents and other particulars relating to the Client’s requirements and shall make all necessary arrangements to enable PSL to perform the Services in a timely manner. The Client shall notify PSL if the Client becomes aware of any matter which may change the scope or timing of the Services.
4.2 Unless otherwise specifically agreed the Client shall give its decisions and approvals and obtain all necessary approvals, authorities, licences and permits from governmental, municipal or other responsible authorities in time to permit the Services to be performed without delay.
4.3 The Client agrees that unless specifically stated in the Agreement the Services do not include any services or enquiries which are normally carried out by other professions such as legal, financial, accounting or insurance advisors.
4.4 The Client shall independently satisfy itself of the need for the Services.
CLAUSE 5 - PAYMENT TO PSL FOR SERVICES
5.1 A cancellation fee of $75 will apply if a job has been terminated once an executed Terms of Engagement has been returned to commence works.
5.2 In consideration of the promise by PSL to perform the Services the Client promises to pay to PSL the Payment at the times and in the manner set out in the Agreement. Unless otherwise stated to the contrary elsewhere in the Agreement amounts invoiced to the Client by PSL shall be due and payable within thirty (30) days of receipt of invoice by the Client.
5.3 If the Client disputes the whole or any portion of the amount claimed in an account submitted by PSL the Client shall pay that portion of the amount stated in the account which is not in dispute and shall notify PSL in writing of the reasons for disputing the account within 7 days of receiving the account. Failure to notify PSL of the dispute within the required time will be treated as acceptance on the 7th day after receipt. If it is resolved that some or all of the amount in dispute ought properly to have been paid at the time it was first claimed, then the Client shall pay the amount finally resolved together with interest on that amount in accordance with the terms of payment set out in the Agreement.
5.4 The Client shall pay PSL interest on any amount due and not paid by the Client within the time required under the Agreement at the rate of 1.5 per cent per month accruing daily.
5.5 Where any of the following occur for any reason other than a breach of the Agreement by PSL:
(a) the performance of the Services is delayed;
(b) PSL is required to perform the Services in circumstances other than those expressly or reasonably assumed and normally pertaining to services of a similar nature; and
(c) there is a change in the scope, timing, order or complexity of the Services;
then PSL shall be entitled to additional payment by the Client and amendment to the Agreement that is reasonable in the circumstances.
5.6 The Payment does not cover any costs incurred or charges imposed as a consequence of force majeure and therefore any risk and costs, including PSL’s costs, which may result from force majeure shall be borne and paid by the Client.
5.7 Unless otherwise agreed additional payments to which PSL may be entitled hereunder shall be calculated with reference to PSL standard charges.
CLAUSE 6 - WARRANTY AND LIMITATION OF LIABILITY
6.1 PSL shall perform the Services with due care and skill in accordance with the standard of care and skill normally exercised by professional surveyors.
6.2 PSL shall make good any Services which fail to comply with the standard prescribed above if the Client gives PSL notice of such failure within twelve (12) months of performance of such Services.
6.3 PSL shall have no liability to the Client for or in connection with any indirect, economic, special or consequential loss or damage including without limitation; loss of actual or anticipated profit or revenue, business interruption, delay costs, loss of opportunity, income or rent, financing and holding costs, loss by reason of shutdown or increased expense of operation, cost of replacement goods, services or facilities, loss of data, denial of use of any plant, port or facility.
6.4 The Trade Practices Act 1974 implies terms, conditions and warranties which cannot be excluded or modified, or if they can, then only to a limited extent. The liability of PSL for breach of any term, condition or warranty implied by the Trade Practices Act 1974 shall be limited, at the option of PSL, to:
(i) the supplying of the services again; or
(ii) the payment of the cost of having the services supplied again.
6.5 If, notwithstanding the above provisions, PSL is liable to the Client, arising out of or in connection with the performance or non-performance of the Services whether arising under or in connection with this Agreement in contract (including indemnities and warranties), tort (including negligence), equity, statute, the aggregate liability of PSL to the Client shall be and is hereby limited to the amount of the Payment.
6.6 The Client will not bring or allege any cause of action against PSL in connection with the Services or the Agreement after 2 years from the date of PSL’s invoices for the relevant Services, except to the extent that this is extended by any warranty or guarantee for any goods supplied or Services performed expressly specified in accordance with this Agreement.
6.7 The above provisions apply to the extent that any statute does not render them or any of them void or unenforceable or otherwise limit their operation.
CLAUSE 7 - FORCE MAJEURE
7.1 If either party hereto is not reasonably able to comply with its obligations hereunder due to force majeure those obligations shall be suspended whilst such force majeure continues.
7.2 Each party shall use its best endeavours to overcome the force majeure as soon as possible, but without being bound to settle any strike, lockout or other industrial disturbance on terms contrary to its wishes.
CLAUSE 8 - USE OF INFORMATION
8.1 Any information or data in whatever form provided by PSL to the Client in connection with the Services including information incorporating or based on data gathered from the Client or provided by third parties (“Information”) is provided solely for the Client’s personal use for the purpose for which the Services were engaged and the Client will keep the information confidential. Except for such purpose, the Client shall not use, copy or disclose to third parties the Information unless advance, written authority is given by PSL. The Client hereby indemnifies PSL against any liability, cost, loss or damage howsoever arising (including by way of third party claim) from a breach of this clause by the Client.
8.2 PSL makes no warranty or representation and assumes no liability in respect of the wrongful or unauthorised use of the Information by the Client or third parties.
CLAUSE 9 - INSURANCE
9.1 PSL shall have in effect for the duration of the Services the following insurances:
(a) Workers Compensation;
(b) Public Liability Insurance;
(c) Professional Indemnity Insurance
CLAUSE 10 - WORK AND SUPPLY BY OTHERS
10.1 If the Services include services in connection with construction work it is understood that PSL shall not be responsible for and shall have no liability to the Client for the work of construction contractors engaged directly or indirectly by the Client, their construction methods or precautions, nor for any of their acts, errors or omissions.
10.2 If the Services include giving to the Client an estimate of likely costs, PSL will exercise reasonable skill, care and diligence in the preparation of its professional opinion of these matters, but accepts no responsibility or liability therefor.
CLAUSE 11 - INTELLECTUAL PROPERTY AND USER LICENSE
11.1 All Intellectual Property Rights, created or modified during the performance of the Services, shall remain the property of PSL (PSL Intellectual Property). Intellectual Property rights shall include all copyrights, inventions, confidential information or know‑how, patents, trade marks, in whatever form they shall exist, either electronic or physical, including all electronic copies of deliverables.
11.2 In consideration of the Payment made by the Client to PSL, PSL will provide a non-transferable license to the Client to use the PSL Intellectual Property for the explicit purpose set out in the definition of the Services.
CLAUSE 12 - ASSIGNMENT
Neither party may assign the Agreement or any interest therein in whole or part, without the written consent of the other first obtained, and any purported assignment without such written consent shall be null and void. The Agreement shall be binding on and inure to the benefit of the successors in interest and any permitted assigns of the parties.
CLAUSE 13 - NOTICES
A notice purported to be served under the Agreement shall only be deemed to have been properly served if the same is in writing and is sent to the place of business.
CLAUSE 14 - APPLICABLE LAW
The Agreement shall be governed by and construed in accordance with the laws of Australia and in the particular state or territory where the majority of the Services are performed.
CLAUSE 15 - IMPLIED AND STATUTORY OBLIGATIONS
Except as expressly provided to the contrary in the Agreement, all terms, conditions, warranties, undertakings, inducements or representations whether express, implied, statutory or otherwise howsoever relating to the Services or the Agreement are excluded to the full extent permitted by law.
CLAUSE 16 - TAXES, FEES AND DUTIES
16.1 The offer is exclusive of all taxes, royalties and import duties other than taxes on PSL’s net income. Should any taxes, fees and duties, whatsoever be levied on payments made to PSL these will be to the account of the Client, and will be additional to amounts to be paid to PSL. The Client will be responsible for payment of taxes and to provide documentary evidence of the payment of such taxes on behalf of PSL.
16.2 The value for all Goods and Services is quoted exclusive of a goods and services tax (“GST”). Applicable GST will be added upon invoicing. All GST chargeable under this clause is payable by the Client at the same time as the amount of consideration payable for the relevant taxable supply is payable by the Client.
CLAUSE 17 - TERMINATION
17.1 Either party hereto may terminate this Agreement forthwith by written notice to the other party in the event that the other party is by a court of competent jurisdiction adjudged bankrupt, or a receiver is appointed on account of its insolvency or it enters into an arrangement or assignment for the benefit of its creditors.
17.2 Either party shall be entitled to terminate this Agreement on 15 days written notice to the other party in the event that the other party is in substantial default of its obligations pursuant to this Agreement and such default has not been corrected or reasonably commenced to be corrected within 15 days following written notice of such default.
CLAUSE 18 – DISPUTE RESOLUTION
Any dispute or difference whatsoever arising out of or in connection with this Agreement shall be and is hereby submitted to arbitration in accordance with, and subject to, the UNCITRAL Arbitration Rules.
CLAUSE 19 - GENERAL
19.1 In the absence of agreed documentation describing the Services and/or the Payment the definition(s) stated in PSL’s offer to the Client shall apply with any amendment(s) agreed in writing with the Client. In the absence of any definition of the Services and/or the Payment then the Services shall be those services actually performed by PSL and the Payment shall be PSL’s standard charges for such services.
19.2 These terms of engagement shall apply whether the engagement of PSL by the Client is written or oral or by conduct or partly written and/or partly oral and/or partly by conduct.
19.3 PSL may by notice in writing served on the Client suspend PSL’s obligations under the agreement if Client is in breach of the provisions of clause 3 of the Agreement.
19.4 If any word, provision or clause hereof is void, illegal or unenforceable then the same shall be severed here from without affecting the validity or enforceability of the remainder of the Agreement.
19.5 In these terms of engagement:
(a) Reference to “liability” includes all and any liability whatsoever and whether arising under the law of contract, tort, statute (to the extent that any such statute does not prohibit or render void or unenforceable the term in which the reference is made) or otherwise in any manner howsoever in connection with the performance or non-performance of the Services or otherwise in connection with the Agreement or the engagement of PSL by the Client or anything incidental thereto and if arising out of any act, error or omission then irrespective of whether or not the same was negligent or unauthorised.
(b) Reference to “PSL’s standard charges” means PSL’s standard hourly or unit rates and reimbursable expense charges as notified by PSL from time to time.
(c) Reference to “force majeure” includes, without limitation, Acts of God, strikes, lockout, industrial action, war or civil disturbance, unusually inclement weather, storm, flood, earthquake, lightning, fire, governmental action or inaction, late or inadequate execution of work or supply of goods by third persons or other event beyond the reasonable control of the parties hereto.
19.6 In these terms of engagement, unless the context requires otherwise:
(a) Headings are for convenience only and shall not be taken into account in interpretation.
(b) Words importing the singular include the plural and vice versa.
(c) Reference to a person includes a person, firm, corporation and government authority.
CLAUSE 20 - DEBT RECOVERY
Any costs incurred by PSL Pty Ltd to recoup payment of outstanding or overdue debts, that have been agreed to be paid by the Client, by signing and returning PSL’s Terms of Engagement will be the full responsibility of the Client and will be payable to PSL Pty Ltd and/or the appropriate third parties in full. These fees include but are not limited to PSL’s Solicitor/Client Costs and other legal expenses incurred by PSL to recover the monies owned by the Client.
CLAUSE 21 - YOUR ACCEPTANCE OF THESE TERMS
21.1 At any time prior to the acceptance of the Terms of Engagement, you may provide us with your comments regarding the terms and raise any concerns that you may have with us. We will give full consideration to your comments and will negotiate with you to formulate acceptable amendments where possible. If you agree with these terms, please sign and date the panel below and return the Terms of Engagement to us.
21.2 You acknowledge that you:
· Understand and agree to the nature of our relationship and the services provided by us as outlined in this Terms of Engagement.
· Understand and agree to the estimate provided in the attached Fee Proposal, prices and payment terms that will apply to the services agreed to in this Terms of Engagement.
(Required if a company is engaging Precision Service Locating).
Address Line 2