Conditions of engagement
1. These conditions of engagement (“Terms”) apply to your engagement of Surroundings Pty Ltd ABN 23 125 139 193(“Surroundings”, “we”, “our”, “us”) for the work set out in the attached fee proposal (“Proposal”) and any other services provided to you (being the addressee(s) of our Proposal) by Surroundings from time to time, unless otherwise agreed in writing.
2.The attached Proposal is valid for 90 days, and Surroundings reserves the right to change any aspect of the proposal after that time.
3.Your acceptance of our Proposal, which is subject to these Terms, will form the entire agreement (“Agreement”) between the parties, to the exclusion of any previous understandings, agreements, communications, or representations by either party.
4.If the Proposal is set out in stages, then each stage:
(a) has a fee associated with it;
(b) that fee is based on a fixed scope of work, which comprises the services, content, and materials (Deliverables) set out in the relevant stage; and
(c) will be completed upon all of the deliverables being provided by Surroundings for your benefit, whether that means the services are delivered directly to you, or you otherwise gain the benefit of those services.
5.We only provide consulting services under this Agreement, which without limitation may include any of the following:
(a) Design mentoring;
(b) Process development;
(c) Training in particular techniques, methods, or systems relating to certain types of work or activities;
(d) Facilitating team work and collaboration;
(e) Facilitating reflection or analysis of systems, people, processes and behaviours; or
(f) Other related services.
6.Our services are solely intended to assist you to improve various aspects of your methods and practices.
7.Our services are delivered to you for your internal purposes only. They do not include, and we specifically disclaim, any responsibility for any work, and particularly any project work that you perform for any client.
Limitation of liability
8.To the maximum extent permitted by law:
(a) subject to clauses (b) and (c) below, our liability to you under this agreement (including the performance or non-performance of our services), whether under the law of contract, in tort, equity, under statute or otherwise, is limited to the aggregate of all fees billed by us and paid by you;
(b) we have no liability to you in respect of any indirect, consequential or special losses, (including loss of profit, loss of business opportunity and payment of liquidated sums or damages under any other agreement); and
(c) if any provision of this clause 8 is void as a result of section 64 of Schedule 2 of the Competition and Consumer Act 2010 (Cth), or parallel state and territory legislation, then our liability for a breach of a condition or warranty is limited at our discretion to:
(i) supplying the relevant services again; or
(ii) payment of the cost of having such services supplied again.
9.Surroundings maintains the following insurance policies:
(a) Professional Indemnity insurance of $1M; and
(b) Public liability insurance of $10M.
10.If our proposal specifies a deposit to be paid upon execution of this Agreement, then that deposit must be paid prior to Surroundings commencing any work under this Agreement. We may refuse to provide any services until such deposit is paid by you.
Fees and payments
11.Our fees will be invoiced as follows:
(a) our fees for any particular stage of work will be invoiced 50% in advance and 50% in arrears upon completion of that stage of work.
(b) If we are delivering a stage of work that takes longer than a fortnight to complete, we may send you an interim invoice fortnightly for the portion of work completed prior to the invoice date, which has not previously been invoiced.
12. Unless otherwise specified our fees are quoted exclusive of GST, and our invoices will set out both our fees and any GST amounts payable.
13. Our fees are payable within 14 days from the date of invoice, unless a longer period is stated in an invoice (Credit Terms).
14. If you do not pay our fees on time we may:
(a) suspend all work, or any part of it;
(b) refuse to provide any information about your project to you, or any third party while any overdue amount remains outstanding;
(c) withhold any work in progress, or completed work subject to a lien;
(d) charge interest on all amounts unpaid within the Credit Terms; or
(e) charge you an additional fee for restarting work that has been subject to delay caused by your non payment of our fees.
15. Our fees are based on a scope of work, which are set out for each stage in the Proposal. If the scope of work in a stage changes for any reason, we will confirm variation of the scope in writing, and any corresponding changes to our fees, if any.
16. Without limiting the generality of clause 15 above, each of the following are not included in the scope of work or included in our fees, and each will incur additional fees, which will be charged as follows:
(a) If we agree to deliver additional services by the hour, our minimum time will be a full hour, and our hourly rates is $150;
(b) If we agree to deliver additional services for more than 6 hours and up to 8 hours in a day, then our daily rate of $1,200 will apply;
(c) If you request a change that will take more than a day of additional work, we will provide a quote based on your requirements.
17. We will seek approval for all expenses that you are liable to pay relating to our services, including travel and accommodation expenses.
18. Any expenses that Surroundings incurs on your behalf will be charged at cost plus 20 percent, and are payable in addition to any fees set out in a Proposal, unless expressly included.
19. We may include any such expenses in an invoice rendered under clause 11, or invoice them separately at any time, including in advance of us paying for any such expenses.
20. You may terminate this Agreement at any time by written notice, and such termination will take effect immediately upon:
(a) completion of the current stage; and
(b) payment in full of all our fees invoiced pursuant to this Agreement.
21. We may terminate this Agreement immediately (or after such other period as we deem appropriate) at any time by notice in writing to you.
22. Upon termination, for whatever reason:
(a) we may invoice any fees not previously billed;
(b) upon payment in full of all invoiced amounts, including those invoiced pursuant to clause 22(a) above, we will release to you any work in progress, any property belonging to you and in our possession, and any work product completed pursuant to this Agreement.
23. Clauses 8, 22, this clause 23, and clauses 32 through 35 survive termination or expiry of this Agreement.
24. The resources, materials, tools, and work products created by us relating to Surroundings’s services are copyright works owned by, or licensed to us by third parties (Surroundings IP). No right, title, or interest in any Surroundings IP is transferred to you under this Agreement.
25. Surroundings grants you a revocable, non-transferrable, royalty free licence to use the Surroundings IP provided to you under this Agreement during the delivery of our services, for the purpose of your participation in any related activities conducted by us.
26. The licence granted in clause 25 excludes use of Surroundings IP for any other purpose, including without limitation: use for providing services to third parties that are in competition with Surroundings; or publication or dissemination to third parties of any kind.
27.Please note that copyright works that belong to third parties may be subject to separate and additional terms and conditions, and we make no representations about your use of such materials outside of the Terms of this Agreement.
28.You must procure that all staff attend any scheduled events or activities.
29.You must ensure that your work group leaders, and management staff, who are responsible for the rollout and implementation of your systems and procedures attend any scheduled events or activities.
30.If we are to deliver our services at your premises, or other premises arranged by you, you must ensure that those premises are safe, and meet all necessary workplace safety requirements.
31.It is your responsibility to ensure that your personnel are provided with necessary time and resources to complete any tasks set by us, which need to be completed for a subsequent event or activity.
Right to sub-contract
32.Surroundings may appoint employees, contractors, or agents to provide all or part of the services; and such entities are bound by the same obligations as Surroundings under this Agreement. It is Surroundings’s responsibility to ensure such entities comply with this Agreement.
33.If any Proposal nominates that a particular service (or a part of it) will be delivered by a particular person, then Surroundings may not appoint any other person under clause 30 for the purpose of delivering that service (or part of it), unless you agree otherwise in advance.
34.You expressly authorise us to use electronic methods for corresponding with you (for example by email), and storing your data, information, and electronic versions of your documents (for example using cloud storage).
35.We may use electronic correspondence and storage through use of hardware and software owned or licensed by us, or through use of third party service providers, including without limitation:
(a) Hosted email services;
(b) Cloud storage; and
(c) Software as a Service.
36.Unless otherwise agreed in advance, you authorise us to refer to our delivery of services to you for the purpose of self promotion, including publication of such information on our website(s).
37.No party may commence court proceedings relating to this Agreement unless each of the following are complied with: a party sends the other party a notice that they intend to arrange mediation, and sets out the details of the dispute in that notice; the parties refer the dispute to a mediator nominated by the Queensland Law Society and attend such mediation in good faith; and, the dispute remains unresolved 28 days after the date that both parties first attend mediation.
38.The Proposal and these Terms form an offer to enter into an agreement. It may be accepted by signing and returning this Agreement or by other forms of conduct. Other forms of conduct that will constitute acceptance of this Agreement include you:
(a) not advising us to discontinue work which you know we are undertaking for you.
(b) issuing further instructions to carry out work for you (whether the instructions are written, verbal or electronic).
(c) paying any deposit referred to in the Proposal;
(d) paying any invoice rendered in relation to a stage of work described in the Proposal;
(e) directing another party to any of the things referred to in items (a) through (d) above.
Our strong preference, though, is that our engagement be confirmed in writing, please print out the proposal and these conditions, and sign where provided below, and either posting or returning a scanned copy via email to email@example.com
Signature Date / /20
Name (please print)