Safetysure Australia (Fractality Pty Ltd) will provide Services described in the ‘Quotation for Services’ delivered by email
Safetysure Australia (Fractality Pty Ltd) 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 Australia receives co-operation, diligence and commitment from you. For the avoidance of doubt, Safetysure Australia will not be liable for any failure or delay in performing the Services if that failure or delay arises from anything beyond Safetysure Australia’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.
Where specific Safetysure Australia partners and staff are named in the estimate, Safetysure Australia will use reasonable efforts to ensure that these people are available to provide the Services. Where any changes are necessary, Safetysure Australia will give you reasonable notice of the changes.
You agree to provide in a timely fashion all information and documents reasonably required to enable Safetysure Australia to provide the Services. Safetysure Australia 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
Safetysure Australia’s fees are calculated on the basis of time spent on the assignment by our partners and staffs 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 Australia reserves the right to render fee invoices for an amount based upon time spent, greater than any quantum indicated in the estimate.
Safetysure Australia’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
Australia 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 Australia has
to perform more work.
All charges are exclusive of expenses unless the estimate states otherwise. You agree to pay Safetysure Australia’s reasonable travel, subsistence and document handling costs (photocopying, scanning and imaging, printing, fax and courier, etc.) incurred in connection with the Services.
Payment of Invoices
Safetysure Australia’s invoices will be issued immediately in accordance with the fee schedule in the Quotation. Safetysure Australia 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 Australia 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 Australia 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 Australia will hold a general lien over all files, papers and documents belonging to you (“Documents”) which are in Safetysure Australia’s possession as security for all outstanding amounts owed by you to Safetysure Australia including without limitation unpaid tax invoices, interest, default costs and enforcement expenses (“Outstanding Amounts”) until all Outstanding Amounts are paid in full to Safetysure Australia.
Safetysure Australia’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’ and ask us to proceed with the Services. That date will be the “Commencement Date”. The Contract will continue for a period of twelve months until it is terminated in writing by either party on in accordance with the terms set out below.
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 Australia 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.
- Set the terms on which those copies are given or used; or
- Require the third party to enter into a direct relationship with Safetysure Australia or to enter a standard form deed poll of confidentiality.
Exclusion and limitations of liability
Safetysure Australia 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.
Indemnity for Liability to third parties
You agree to indemnify Safetysure Australia against all liabilities, claims, costs, losses, suits or expenses (including legal fees and disbursements) incurred by Safetysure Australia in respect of any third party claim which is related to, arises out of, or is in any way associated with, this engagement. However, the indemnity does not apply to any costs, charges and expenses in respect of any matters which are finally determined to have resulted solely and directly from Safetysure Australia’s negligent or wilful acts or omissions. You also agree to indemnify Safetysure Australia, 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 Australia and constitute confidential information.
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 Australian 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.
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 Australia shall remain and be irrevocably vested in Safetysure Australia absolutely.
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.
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.
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 Australian 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 Australia and the Client, then the mediation will terminate.
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 Australia 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 Australia 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 Australia to communicate electronically with you.
Other Firms and entities part of Safetysure Australia network
You will not bring any claim (whether in contract, tort (including negligence) or otherwise) against any other Safetysure Australia network Firm or its personnel in respect of the Services. Any Partner or employee of another Safetysure Australia 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 Australia for the benefit of other Safetysure Australia network Firms 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) by taking all practical steps to ensure the work, health and safety of our employees. However, the WHS Laws place the responsibility for their safety on you when our employees visit your site.
The terms and conditions Version 1.0 dated 1 January 2020