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These Terms and Conditions form the basis on which the firm will undertake town planning consultancy services. They may be supplemented by special terms and conditions, definitions of services and/or scope of work, and details of fee and expense charges.
– For the purposes of these Terms and Conditions:
(a) “Agreement” means an Agreement between you and the Firm;
(b) “Firm” means Sustainable Transport Surveys Pty Ltd trading as SALT3 and
(c) “You” or “you” means the client or related entity unless the contrary intention is plain
– The work the Firm is instructed to do is the agreed scope of services.
– The Firm will act in accordance with the Planning Institute of Australia Code of Ethics. The Firm will exercise reasonable skill and care in providing professional services.
– The Firm will notify you of any change to the scope of services provided within a reasonable time of circumstances changing.
– The Firm will only be responsible for work carried out by the Firm. You are liable for any third party’s Invoice whether hired by you or by the Firm on your behalf.
– You acknowledge that any estimates of timeframes provided by the Firm to you, regarding regulatory approvals, are estimates only, which cannot be guaranteed as they are subject to external influences beyond the control of the Firm.
– The advice provided by the Firm is done so to the best of our knowledge and is accurate at the date of issue. However, changes may occur to the site conditions, the site context or the applicable planning framework. Any advice prepared by the Firm should not be relied upon after any such changes or if a significant period of time has passed since preparation of the advice without consulting the Firm.
– Any advice the Firm gives is based on our opinion of the town planning issues that arise from statutory provisions. The Firm’s comments and conclusions in any advice relating to matters of law cannot and should not be relied upon and no warranties are given in this regard. You should only rely on the advice of your professional legal advisors with respect to matters of law.
– Any estimates or advice the Firm provides in relation to infrastructure contributions cannot and should not be relied upon and no warranties are given in this regard. You should only rely on the advice of your professional engineering consultant or legal advisors with respect to infrastructure obligations.
– Any verbal advice the Firm gives cannot be relied upon and no warranties are given in relation to verbal advice unless that verbal advice has been confirmed by the Firm in writing.
– You agree to the following things to assist us in the provision of the services:
(a) allow us to keep copies of receipts or outlays related to your instruction;
(b) allow us to keep copies of all correspondence and relevant documents including maps and plans;
(c) tell us if you have any important time limits;
(d) make sure we clearly understand what you require;
(e) notify us immediately of any changes to the scope or timing of any projects that are the subject of the services;
(f) let us know immediately if you require any further explanation or advice on any point.
– You must:
(a) provide the Firm with timely, accurate and proper instructions, including all documents and other records relevant to the services;
(b) act reasonably and take reasonable care to protect your own interests in respect of the services;
(c) satisfy yourself as to the commercial viability of transactions (if any); and
(d) arrange and make available access to any site necessary for the Firm to provide the services.
– You will nominate in writing a person or persons who will act as “your representative”.
– You warrant that your representative has authority to act on your behalf and you agree to be bound by your representative’s actions and instructions, including payment of all invoices.
– You agree that the Firm is obliged to follow your representative’s instructions only.
– If another consultant or third party engaged by you requests advice or information from the Firm, you hereby give the Firm permission to liaise with and provide information to that person as the Firm see fit unless contrary instructions have been received in writing from you.
– If you have not nominated your representative in writing, the entity or person that issues instructions to the Firm or signs an agreement will be responsible for payment of all invoices.
– The Firm’s professional fees charged will be set out in the agreed scope of work, otherwise you will be charged at standard hourly rates.
– The Firm’s hourly rates are subject to change without notice and are usually reviewed at the end of each financial year.
– The Firm will also charge you either at cost or at industry standard for any outlays it may incur in providing the services including payments to third parties on your behalf. These may include, for example:
(a) search fees;
(b) enquiry fees;
(c) filing fees;
(d) lodgement fees;
(e) government revenue charges;
(f) transaction specific banking charges;
(g) postage, couriers and messengers;
(h) photographs and maps;
(i) photocopying, facsimile and telephone costs; and
(j) travel expenses and accommodation costs.
– The Firm will inform you of these expenses and disbursements, as well as any other payments required to be made, as soon as is reasonably practicable.
– Should the scope of works be increased during the course of the project, or additional services required after the services are provided, the Firm will charge for these services at our standard hourly rates.
– All rates, charges, expenses, etc in this document are GST exclusive unless otherwise stated to be inclusive of GST. You will pay the Firm an additional amount on account of any GST, which the Firm is liable to pay as a result of any supply the Firm makes to you.
– The Firm’s invoices will be sent to you containing information about professional fees, disbursements and expenses, other charges and GST.
– If the Firm is acting for more than one entity, then the Firm’s invoices are payable by all of you jointly and each of you individually.
– The Firm’s invoices are payable within 14 days.
– If the Firm’s invoices are not paid within 14 days, the Firm may elect, at its sole discretion, to charge interest on any outstanding amount at 1% above the current ANZ overdraft rates.
– In the event that you do not pay the Firm’s invoice, you agree that the Firm can exercise a lien and grant a lien over all your documents we may hold until the account is paid in full.
– In the event you do not pay the Firm’s invoice, in addition and without prejudice to any rights of termination the Firm may have, you agree we may also suspend the Firm’s services to you until all overdue monies are paid.
– For the purposes of this agreement you will be deemed to have received the Firm’s invoice:
(a) on the day it is given to you or your agent personally; or
(b) within two days of the Firm posting it to you, at the address provided.
– Either party may terminate this Agreement, at any time without notice, upon written notice being given to the other party.
– Under this Agreement the Firm may also terminate the Agreement if:
(a) you fail to pay monies in accordance with this Agreement;
(b) you fail to provide the Firm with adequate instructions within a reasonable time;
(c) you give instructions that are deliberately false or misleading;
(d) you fail to accept advice the Firm gives to you;
(e) you engage another town planning or related Firm to advise you on this matter without the Firm’s consent;
(f) the Firm believes, on reasonable grounds, that it has a conflict of interest;
(g) you ask the Firm to act unethically; or
(h) for other just cause, at our discretion.
– The agreement may also come to an end if the subject matter of the agreement comes to an end; for example, if the negotiations for the sale of a business break down or a contract for the sale of land is terminated by consent.
– If this Agreement is terminated either by you or the Firm or for any other reason, you must pay the Firm’s professional fees, fees for other items and expenses and disbursements up to the date of termination and for any work reasonably done to conclude the matter.
– On termination, the Firm is entitled to retain possession of your documents or money while there is money owing to the Firm for our professional fees, fees for other items and expenses and disbursements, unless and until security acceptable to the Firm is provided for the Firm’s costs.
– You agree and acknowledge that the Firm retains ownership and copyright of the contents of any document including drawings, plans, figures and other work produced by the Firm. You agree only to use the Firm’s documents for the purpose it was prepared and not to reproduce, in full or in part, any of the Firms’ documents, unless written approval is given by the Firm. You acknowledge that no third party is entitled to use or rely on the Firm’s document.
– You acknowledge that the Firm owns all intellectual property rights in any concepts, ideas or documents the Firm develop in the course of providing the services to you. You agree to sign any documents required:
(a) to give the Firm full legal ownership of any intellectual property rights the Firm owns; and
(b) by the Firm in making applications for a patent, a registered trademark or design in Australia or such other countries, as the Firm thinks necessary.
– Where possible, each provision of these Terms and Conditions shall be interpreted in a manner so as to be effective and valid under the proper law. If there is any provision of these Terms and Conditions or the application of any provisions to any person or circumstances would be prohibited by or would be made invalid under the proper law, that provision shall be ineffective to the extent of the prohibition, without invalidating the remainder of the provision or the remaining provisions of the Terms and Conditions or the application of those provisions to you.
– Any variations to the Terms and Conditions will only have effect if those variations are in writing and signed by both the Firm and you.
– Notwithstanding anything to the contrary contained in this Agreement, the liability of the Firm under or in connection with this Agreement whether in contract or in tort, for breach of standard duty or otherwise (other than in respect to personal injury or death) shall not exceed the total fees paid to the firm.
– Without prejudice to any other exclusion or limitation of liability, damages, loss, expense or costs the liability of the Firm for any claim or claims under this Agreement shall be further limited to such sum as it would be just and equitable for the Client to pay having regard to the extent of his responsibility for the loss or damage giving rise to such claim or claims (“the loss and damage”) and on the assumptions that:
(a) all other consultants, contractors, sub-contractors, project managers or advisers engaged in connection with [the Project] have provided contractual undertakings on terms no less onerous than those set out in the Agreement in respect of the carrying out of their obligations; and
(b) there are no exclusions of or limitations of liability nor joint insurance or co-insurance provisions between the Client and any other party referred to in this clause and any such other party who is responsible to any extent for the loss and damage is contractually liable to the Client for the loss and damages; and
(c) all such other consultants, contractors, sub-contractors, project managers or advisers have paid to the Client such sum as it would be just and equitable for them to pay having regard to the extent of their responsibility for the loss and damage.
– No actions or proceedings under or in respect of this Agreement whether in contract or in tort in negligence or for breach of statutory duty or otherwise shall be commenced against the Firm after the expiry of the period of 3 years from the date of execution hereof or such earlier date as may be prescribed by law.
– Once you agree to these Terms and Conditions, they continue to have effect for any subsequent jobs undertaken for you or a related entity.
– The law of Victoria will apply to any Agreement and these Terms and Conditions.