1. Role of Wolter Consulting Group (WCG)
a) The client has engaged Wolter Consulting Group Pty Ltd (“WCG”) to provide the services described in the Fee Proposal.
b) All services provided by WCG will be performed with due care, skill and diligence.
c) WCG shall perform the services in a timely manner, to the extent that it is within its control to do so.
2. Role of Client
a) The client shall, as soon as practicable, make available to WCG all information, documentation and other particulars relating to the client’s brief for the project.
b) If required, the client shall, as soon as practicable, make arrangements to enable WCG to enter upon the site, or other lands, as necessary to enable WCG to perform the services.
c) If the client becomes aware of any matter which may change the scope or timing of the services for the project, then the client will give written notice to WCG as soon as practicable.
3. Payment to WCG for Services
a) The client agrees to pay WCG the fees set out in the Fee Proposal (“the fees”).
b) The client agrees to pay the fees in advance of services to be provided, when requested by the company. When payment is not requested in advance of the services to be provided, the client agrees to pay the fees in accordance with the terms of payment set out in the Fee Proposal or additional fees or charges as a consequence of any changes pursuant to sub-clause 2c and clause 4.
c) Monies not paid in accordance with the trading terms may attract interest from the due date of the invoice until full payment is received by WCG. Interest will accrue at the rate of 10% per annum, calculated on daily balances.
d) If the engagement of WCG is terminated for any reason other than a breach of this agreement by WCG, WCG shall be entitled to full payment for the services carried out, for the period up to the time of termination and consequential losses incurred as a result of the termination. Should handover of the project be required at the time of termination or thereafter, WCG will be entitled to all costs incurred to complete the handover.
a) If there is a change in the scope of the works, timing or order of the services, WCG will be entitled to be paid an additional reasonable fee or compensation (including related costs, expenses, loss or damage) as well as a reasonable extension of time to complete the services as a consequence of the change. In such a case WCG will discuss the matter with the client and issue a variation for scope and fees in writing.
b) If legislative changes or the requirement of any authority which WCG could not have reasonably anticipated at the time of entering into this agreement or after WCG commences provision of the services, that causes WCG to incur further costs in providing services than it would otherwise have incurred, the remuneration payable to WCG under this agreement shall be adjusted to take into account the additional cost. In such a case, WCG will discuss the matter with the client and issue a variation for scope and fees in writing.
c) Any instruction by the client, or the client’s representative, to vary any of the services to be provided, plans, specifications or other documentation relevant to the services, shall be taken to be a change to the services, entitling WCG to be paid an additional reasonable fee or compensation as specified in sub-clause (a) of this clause.
d) Where variations or amendments to plans, drawings, specifications or other documentation relevant to the services becomes necessary or desirable due to circumstances beyond the reasonable control of WCG, such variations or amendments shall be treated as a change to the services.
5. Termination of Services
a) If the client fails to pay the fees to WCG in accordance with the Fee Proposal and or any variations to the Fee Proposal, WCG may by notice in writing:
i. wholly or partially suspend performance of the services immediately or
ii. terminate its obligations under this agreement.
b) If WCG elects to suspend performance of the services pursuant to sub-clause 5(a) of this agreement, it will notify the client in writing. The client will have 7 days after receiving the notice of suspension in which to pay the total fees due and owing to WCG. If the payment of the total fees is received by WCG within 7 days, WCG agrees to recommence carrying on the services within 7 days from the date the payment of the total fees is received by WCG. If the payment of the total fees is not received by WCG in the 7-day period, WCG will be entitled to terminate this agreement.
c) In the event of suspension or termination, WCG will not be liable for any delay, loss, damage, liability, interest or cost arising out of or incidental to the termination or suspension and the client hereby irrevocably releases, discharges and indemnifies and agrees to keep indemnified WCG, its directors, employees, sub-contractors and agents against any such claim.
d) WCG, at its total discretion, may by notice in writing served on the client, terminate WCG’s obligations under this agreement requiring that termination date specified in the notice being not less than fourteen (14) days after the date of the notice.
e) The client may by notice in writing served on WCG, terminate the client’s obligations under this agreement with WCG when:
i. WCG is in breach of the terms of the agreement and the breach has not been remedied
within thirty (30) days (or longer working period as the client may allow) of the client giving
notice to WCG requiring the breach to be remedied or
ii. The client serves on WCG a notice requiring that the agreement be terminated on a date
specified in the notice being not less than sixty (60) days after the date of issue of the
f) If the engagement of WCG is terminated by either party, WCG will be entitled to fees for the work conducted and all disbursements incurred up to the date of termination.
6. Copyright and Use of Documents
a) Copyrighting of plans, reports, calculations and other documents prepared or provided by WCG in connection with the provision of the services will remain the property of WCG.
b) The client alone will have an exclusive license to use the documents referred to in clause 6(a).
c) The client shall have a license to use the documents referred to in clause 6(a) above for the purpose of completing the project; however, the client shall not use nor make copies of such documents in connection with any work other than work comprised in the project unless approval is given in advance by WCG.
7. Resolution of Disputes
Any dispute between the client and WCG will first be the subject of mediation between the parties,
provided that this provision shall not prevent WCG from instituting legal action at any time to recover
monies owing by the client to WCG.
8. Governing Law
The parties agree this agreement shall be governed by the laws of the State of Queensland.
“Agreement” means the entire contractual agreement between the client and WCG.
“WCG” means Wolter Consulting Group.
“Project” means the work described in the fee schedule in respect of which the client has engaged WCG to provide the services.
“The services” means those professional services included in the agreement between the client and
WCG and defined in the Fee Proposal and any variation to the Fee Proposal.
“Fees” means a monetary charge for services provided by WCG together with associated Contractor fees and reimbursements for costs incurred, including GST.