Services
Safetysure TM (including Safetysure Australia, Fractality Pty Ltd ATF Ninness Family Trust and/or related entities) will provide Services described in the ‘Quotation for Services’ delivered by email or in written form to the client.
Timescale
SafetysureTM(Fractality Pty Ltd ATF Ninness Family Trust (Licensee of SafetysureTM ) and/or related entities) will endeavour to carry out our obligations in accordance with the timescales set out in the estimate; where stated. However, unless both parties specifically agree otherwise in writing, the dates contained in the estimate are indicative dates intended for planning and estimating purpose only and are not contractually binding. Any estimates of time for completion of the Services are given on the assumption Safetysure receives co-operation, diligence, and commitment from you. For the avoidance of doubt, Safetysure will not be liable for any failure or delay in performing the Services if that failure or delay arises from anything beyond Safetysure ’s reasonable control.
Changes to Services
Either of the parties may request changes to the Services. Both parties agree to work together to enable both parties to assess the impact of any requested changes on the cost, timing, and any other aspect of the Services.
Safetysure Team
Where specific Safetysure partners, staff and sub-contractors are named in the estimate, Safetysure will use reasonable efforts to ensure that these people are available to provide the Services. Where any changes are necessary, Safetysure will give you reasonable notice of the changes.
Information
You agree to provide in a timely fashion all information and documents reasonably required to enable Safetysure to provide the Services. Safetysure will not independently verify the accuracy of such information and documents and will not be liable for any loss of damage arising from any inaccuracy or other defect in any information or documents supplied by you.
Fees and Payment
Fees calculation
Safetysure’s fees are calculated on the basis of time spent on the assignment by our partners and staff in accordance with hourly rates current at the time the Services are performed. Unless otherwise stated, any total quantum of fees indicated in the ‘Quotation’ are indicative estimates only based upon the preliminary information provided by you and our experience with similar and/or your previous engagements. Any fees quoted are not fixed, unless otherwise stated, and Safetysure reserves the right to render fee invoices for an amount based upon time spent, greater than any quantum indicated in the estimate.
Performance
Safetysure’s performance is dependent on you carrying out your responsibilities as set out in the contract and you providing all information reasonably requested by Safetysure in a complete and timely manner. Should this not occur, it may lead to an increase in fees depending upon the extent to which Safetysure has to perform more work.
Expenses
All charges are exclusive of expenses unless the estimate states otherwise. You agree to pay Safetysure ’s reasonable travel (including use of motor vehicles), subsistence, and document handling costs (photocopying, scanning, and imaging, printing, fax, and courier, etc.) incurred in connection with the Services.
Payment of Invoices
Safetysure’s invoices will be issued immediately in accordance with the fee schedule in the Quotation. Safetysure reserves the right to issue tax invoices at more or less frequent intervals. All tax invoices will be due for payment immediately on the date of the tax invoice. Safetysure retains the right to charge interest on tax invoiced which are not paid by the due date. Interest will be calculated daily at a rate of 2% above the rate prescribed from time to time by law. Safetysure reserves the right to recover all default costs and enforcement expenses in the event tax invoices are not paid by the due date and recovery action is necessary. You agree that Safetysure will hold a general lien over all files, papers and documents belonging to you (“Documents”) which are in Safetysure ’s possession as security for all outstanding amounts owed by you to Safetysure including without limitation unpaid tax invoices, interest, default costs and enforcement expenses (“Outstanding Amounts”) until all Outstanding Amounts are paid in full to Safetysure.
GST
Safetysure’s fees and charges referred to in the Contract are exclusive of GST, unless stated otherwise.
Term and Termination
Duration of Contract
This Contract will apply from the date that you are accepting our ‘Letter of Engagement or Quote Acceptance Form’ and ask us to proceed with the services to you. That date will be the “Commencement Date”. The Contract will continue for a maximum period of twelve months unless terminated earlier in writing by either party on in accordance with the terms set out below.
Termination
Within the Contract term, the contract may be terminated by either party by providing 30 days written notice. If the Contact is terminated prior to completion of the term of engagement, Safetysure shall be entitled to be paid for work that has been carried out or, for where expenses have been incurred up to the date of termination.
Safetysure may terminate the agreement immediately (in writing) within or after the contract term if Safetysure reasonably becomes aware that the client has:
- Traded insolvently or becomes insolvent.
- Committed an indictable offence under any Australian State statute or regulation.
- Wilfully withheld information from Safetysure that would likely affect Safetysure’s performance of the contract.
- Deliberately misled or deceived Safetysure or its consultants.
- Been issued a notice of offence from a work safety regulator (including but not limited to improvement notices, prohibition notices and other statutory notices) in any State of Australia.
- Brought Safetysure brand into disrepute through the conduct of the client or the client’s officers and employees.
- Harassed, bullied, coerced, or offered incentives to Safetysure employees or contractors to provide unwarranted favourable opinions to third parties either verbally or in writing.
- Amended or falsified reports or other written information provided by Safetysure to the client and distributed the amended or falsified version to another person.
Confidentiality
Both parties agree to take reasonable steps to maintain (within the respective organisations) the confidentiality of any proprietary or confidential information of the other. Safetysure’s privacy policy is contained on the Safetysure website (www.safetysure.com.au) or can be provided to you upon request (“Privacy Policy”). If you wish to provide third parties with copies of Safetysure reports, letters, information, or advice, you must first obtain the written permission of Safetysure to disclose the document(s) or information (please note our copyright as referred to in clause 13.1 herein). Safetysure also reserves the right to:-
Set the terms on which those copies are given or used; or
- Require the third party to enter into a direct relationship with Safetysure or to enter a standard form deed poll of confidentiality.
Exclusion and limitations of liability
Safetysure will use the objective standard of reasonable skill and care in the provision of the Services which would apply to similar professional firms providing business consultancy, mentoring and presentation services.
Under no circumstances shall Safetysure, its owners, directors, employees, agents, or its suppliers be liable to the Client or any third party for any indirect, consequential, exemplary, incidental, special, or punitive damages, including lost profit damages arising from the services provided by the Safetysure, even if Safetysure has been advised of the possibility of such damages.
Notwithstanding anything to the contrary contained herein, Safetysure’s liability to the Client for any cause whatsoever, and regardless of the form of the action, will always be limited to the fee amount paid, if any, by the Client to Safetysure for the services during the term of the contract, but in no case will Safetysure liability exceed the agreed fee contract rate. Where the fee contract rate has been calculated on the basis of hourly billing, the maximum liability of Safetysure will equivalent to one month’s average monthly fees paid by the client.
The Client understands and agrees that Safetysure will not be liable for any errors, omissions, delays, or losses unless caused by the Safetysure’s gross negligence or wilful misconduct. Safetysure does not warrant that the services provided will be error-free or uninterrupted.
Safetysure is not responsible for any loss, damage, claim, cost, or expense caused by the Client’s reliance on advice or consultancy provided by Safetysure.
This Limitation of Liability applies to the fullest extent permitted by law and shall survive termination or expiration of this Agreement.
Indemnity for Liability
You agree to indemnify Safetysure against all liabilities, claims, costs, losses, suits, or expenses (including all legal fees and disbursements) incurred by Safetysure in respect of any claim (including those brought by you or other parties) which is related to, arises out of, or is in any way associated with the engagement by Safetysure.
You also agree to indemnify Safetysure, its partners, associates, employees, contractors, and any other person who may be sought to be made liable in excess of the limit of liability described above in respect of any activity arising from or connected with the Contract in respect of any claim of whatever kind.
Access to working papers
The working papers for this engagement, including electronic documents and files, are the property of Safetysure and constitute confidential information.
Privacy
We understand the importance of protecting the privacy of your personal information. In handling personal information, we com ply with the Privacy Act 1988 (Cth) (Privacy Act), as amended from time to time, and with the 13 n Privacy Principles.
Relationship with other clients
We provide services to other clients, some of whom may be in competition with you or have interests which conflict with your own. We will not disclose any of your personal information or any confidential information that may come into our possession as a result of the Contract, to those other clients. However, this will not prevent or restrict us from providing Services to other clients including those who may compete with you.
General
Intellectual Property Rights
All copyright and other intellectual property rights in all materials and tools (including software and working papers). Data, designs, models, mythologies, analysis frameworks, practices, ideas, concepts and techniques brought to the engagement or created in the course of the engagement of Safetysure shall remain and be irrevocably vested in Safetysure absolutely.
Severance
If a provision in these Terms is held by a court to be wholly or partially void, illegal, or unenforceable, then the provision or part thereof must, to the extend, be treated as deleted and severed from these Terms. This severance will not affect the validity or enforceability of the remainder of the provisions contained in the Contract.
Variation
These terms may only be varied by written agreement of the parties.
Governing Law & Jurisdiction
All aspects of the Services and the Contract are governed by, and construed in accordance with, the laws of Queensland in which this Terms and Conditions is issued, and the parties irrevocably submit to the exclusive jurisdiction of the Courts of the State including Federal Courts.
Dispute Resolution
If there is a dispute relating to the Services or the Contract, the parties will submit to mediation before having recourse to any other dispute resolution process. Written notice of the dispute must be given to the other party for it to be submitted to mediation before a mediator chosen by the parties or, where the parties cannot agree on the identity or terms of engagement of a mediator, then as selected by the n Commercial Disputes Centre (“ACDC”). The parties will use their best endeavours to settle the dispute promptly. The mediation will be conducted in accordance with the ACDC Mediation Guidelines to the extent that they do not conflict with the provision of this clause. If the dispute is not resolved within 60 days after notice of the dispute or such further period agreed between Safetysure and the Client, then the mediation will terminate.
Electronic Communication
We may communicate with you electronically from time to time, including sending you Commercial Electronic Messages (as that term is defined in the SPAM Act 2003 (Cth)). You consent to us sending Commercial Electronic Messages to you and you may opt out at any time if you no longer wish to receive these commercial messages from us. Safetysure may communicate with you electronically. Electronically transmitted information cannot be guaranteed to be secure or error or virus free and it may be unsafe to use or cause damage to the effectiveness of your software or computer network or systems. Safetysure will use commercially reasonable procedures to check for the most commonly known viruses before sending information electronically but will not be liable to you or any of your associates in respect of any error, virus or mission or loss of confidential information arising from or in connection with the electronic communication of information to you. You may elect, in writing, not to permit Safetysure to communicate electronically with you.
Other Firms and entities part of Safetysure network
You will not bring any claim (whether in contract, tort (including negligence) or otherwise) against any other Safetysure network company or its personnel in respect of the Services. Any Partner or employee of another Safetysure network Form who deals with you in connection with the Services does so solely on our behalf. This clause does not apply if prohibited by the Corporation Act 2001.
The benefit of the above clause is expressly held by Safetysure for the benefit of other Safetysure network company and their personnel (together ‘the beneficiaries’). You agree that each of the beneficiaries has the right to rely on this clause as if they were parties to this Contract.
Health and Safety
We are required to comply with the provisions of relevant work, health, and safety legislation (WHS Laws) in jurisdictions by taking all practical steps to ensure the work, health and safety of our employees and contractors. However, the WHS Laws place the responsibility for their safety on you when our employees visit your site.
For the duration of the contract term, you agree to adhere to the requirements of applicable work health and safety legislation in the jurisdiction in which your business operates.
The terms and conditions Version 2.0 dated 1 December 2021.
Glossary of Terms
Change to Services – Any modification or alteration to the scope or nature of the Services initially agreed upon.
Commencement Date – The date on which the contract between the client and Safetysure becomes effective.
Confidential Information – Proprietary or sensitive information belonging to either party that is not to be disclosed to third parties.
Dispute Resolution – The process of resolving disagreements between the client and Safetysure, including mediation.
Electronic Communication – Transmission of information using electronic means, such as email or digital messaging.
Expenses – Additional costs incurred by Safetysure in connection with providing the Services, such as travel, subsistence, and document handling costs.
Fees – The monetary charges for the Services, calculated based on time spent by Safetysure’s partners, staff, and sub-contractors.
GST – Goods and Services Tax applicable to the fees and charges, as per Australian tax laws.
Indemnity – An agreement to compensate for any loss or damage incurred by Safetysure due to the client’s actions or inactions.
Information – All data, documents, and materials the client is required to provide to enable Safetysure to perform the Services.
Intellectual Property Rights – Legal rights to creations of the mind, such as inventions, literary and artistic works, designs, and symbols.
Liability – Legal responsibility for actions or inactions, particularly related to the provision or use of the Services.
Privacy Principles – Guidelines and regulations outlined in the Privacy Act 1988 (Cth) that govern the handling of personal information.
Quotation for Services – A written document or email detailing the scope, fees, and terms under which Safetysure will provide services to the client.
Safetysure – Refers collectively to Safetysure Australia, Fractality Pty Ltd ATF Ninness Family Trust, and any related entities.
Safetysure Team – The partners, staff, and any personnel of Safetysure or Safetysure’s contractors assigned to deliver the Services.
Severance – The legal concept of invalidating a part of a contract without affecting the validity of the remaining contract.
Services – The specific tasks and duties Safetysure agrees to perform for the client, as described in the ‘Quotation for Services’.
Termination – The process of ending the contract before the completion of the term specified in the contract.
Timescale – The estimated timeline for completion of the Services, as outlined in the service estimate.
Variation – Any change or modification to the terms of the contract for service accepted by the client.
WHS Laws – Work, Health, and Safety Laws applicable in the jurisdiction where Safetysure’s services are provided.
Working Papers – Documents, electronic files, and other materials used or created by Safetysure during the provision of the Services.
The terms and conditions Version 1.0 dated 1 January 2020