1. CONSULTANT’S RESPONSIBILITIES AND OBLIGATIONS
1.1 Vallabh Bailey Consulting (“Consultant”) will:
(a)perform the services (“Services”) which it has agreed to perform for its client (“Client”) including any variations with due care, skill and diligence
(b)comply with the requirements of all legislation, statutory instruments, codes and mandatory standards applicable to the performance of the Services; and
(c)perform the Services in a timely manner or within an agreed program for the commencement and completion of the Services to the extent that it is within the Consultant’s reasonable control to do so.
2. CLIENT’S RESPONSIBILITIES AND OBLIGATIONS
2.1 The Client will:
(a) provide the Consultant with all relevant information and documents relating to the Client’s requirements
(b) promptly and satisfactorily answer all reasonable enquiries and furnish information requested by the Consultant
(c) take all reasonable steps to avoid doing or omitting anything which may delay the Consultant in performing the Services
(d) bear the costs of all fees and charges in connection with the performance of the Services including those associated with complying with statutory and regulatory requirements such as permit or approval fees; and
(e) discharge its obligations reasonably and in good faith.
3. Payment
3.1 The Client will pay to the Consultant the agreed fee for the performance of the Services plus related disbursements. If no fee or basis for calculating the fee has been agreed, then the Consultant is entitled to be paid a reasonable fee taking into consideration the Consultant’s Schedule of Hourly Rates, By Category, For Fees on a Time Basis, current at the time the Services are performed, a copy of which shall be provided by the Consultant to the Client upon request.
3.2 Tax invoices issued by the Consultant for payment for the Services performed must be paid by the Client within 14 days of receipt, unless otherwise agreed.
3.3 If the Consultant’s fees exclude any goods and services tax or the like tax (“GST”), the Client shall also pay to the Consultant the GST applicable to those fees.
4. VARIATIONS/DOCUMENTS
4.1 The Consultant shall be entitled to be paid a reasonable fee or compensation (including related costs, expenses, loss or damage) for any change required or performed to the Services, unless it is due to a default of the Consultant, as well as a reasonable extension of time to complete the Services as a consequence of the change.
4.2 Tax invoices issued by the Consultant for payment for the Services performed must be paid by the Client within 14 days of receipt, unless otherwise agreed.An instruction by the Client to vary anything in drawings, specifications or other documents issued previously by the Consultant and complying with this Agreement or where amendments to such documents become necessary or desirable because of circumstances beyond the reasonable control of the Consultant, such instructions or amendments shall be considered to be a change to the Services.
4.3 If the Consultant’s fees exclude any goods and services tax or the like tax (“GST”), the Client shall also pay to the Consultant the GST applicable to those fees.
5. DELAY AND EXTENSION OF TIME
5.1 The Consultant will be entitled to a reasonable extension of time for the performance of the Services if the Consultant is delayed in performing the Services by an act, omission or event beyond the reasonable control of the Consultant.
5.2 If the Consultant is delayed in performing the Services by the Client or its contractors or agents, the Client will pay to the Consultant such costs, expenses, loss or damage incurred by the Consultant or for which the Consultant is liable due to the delay.
6. TERMINATION AND SUSPENSION OF SERVICES
6.1 Where either party commits a breach of this Agreement, the other party may give the defaulting party written notice specifying the breach and the period for its rectification, which shall not be less than 14 days from the date of service of the notice. If the defaulting party fails to rectify the breach within the period specified in the notice, the other party may, without further notice, suspend or terminate this Agreement.
6.2 Either party may suspend or terminate this Agreement by written notice to the other party:
(a)Where a party, in the reasonabl e opinion of the other party suffers or may potentially suffer an adverse or potentially adverse alteration in its financial capacity to function as a solvent business or entity
(b)In the event of any occurrence or threat made by anyone in that is connected with Terrorism or War and in connection with this Agreement.
7. LIABILITY
7.1 The Consultant accepts responsibility for the performance or non-performance of the Services to the extent provided in this Agreement.
7.2 Consultant 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 or shutdown, loss of production, delay costs, loss of opportunity, income or rent, financing and holding costs in connection with the Services.
7.3 Notwithstanding any other provision of this Agreement:
(a)to the extent permissible by law, the Consultant will only be liable to the Client whether under contract, in tort, under statute or otherwise for any loss, damage or injury to the extent and in the proportion to which such loss, damage or injury is caused by the fault of the Consultant; and
(b)unless the Consultant’s liability is limited under subclause 7.4, the Consultant’s aggregate liability to the Client arising out of the performance or non-performance of the Services, whether under the law of contract, tort (including negligence), statute or otherwise, shall be limited to the extent permissible by law to the fee payable to the Consultant under this Agreement (excluding GST and reimbursable expenses) or $1 million, whichever is the lesser.
7. 4 This subclause 7.4 only applies if the law governing this Agreement is that of an Australian State or Territory and/or the Commonwealth of Australia. The liability of the Consultant for breach of any term, condition or warranty under or implied by the Competition and Consumer Act 2010 (“Act”) shall be limited, at the option of the Consultant, and to the extent permitted by the Act, to:
(a)the supplying of the Services again; or
(b)the payment of the cost of having the Services supplied again.
7.5 Any liability which the Consultant may have in connection with the Services, whether under the law of contract, tort (including negligence), statute or otherwise, shall be deemed to have been discharged at the expiration of 2 years from the completion of the Services and the Client is thereafter barred from commencing any action or making any claims against the Consultant in connection with the Services, unless legal proceedings are issued and the associated formal documentation served upon the Consultant within that period.
8. MISCELLANEOUS
8.1 If the Consultant began to perform the Services before this Agreement was agreed to by all the parties, the terms of this Agreement shall apply retrospectively from when the Services began to be performed.
8.2 If the whole or any part of a clause in this Agreement is unenforceable for any reason, it shall be severed from this Agreement so that the remaining part of the clause or Agreement continues to operate as if the severed part had never been included in this Agreement.
8.3 Any conditions identified as Special Conditions shall take precedence over any other clause in this Agreement.
8.4 The agreement shall be governed and construed in accordance with the laws of the Country, State or Territory where the majority of the services are performed.