Copa Consulting’s Terms & Conditions for Professional Services

1. Copa Consulting (Consultant) shall provide to the Client the professional services (Services) for the Project being undertaken by the Client (Project) described in the accompanying letter and as prescribed by these Terms of Agreement (Agreement).

2. In providing the Services, the Consultant shall exercise the degree of skill, care and diligence normally exercised by professionals in similar circumstances.

3. The Client shall provide to the Consultant briefing and all information concerning the Client’s requirements for the Project.

4. The Client shall pay to the Consultant the Fee and the Reimbursable Expenses as set out under ‘Professional Fees’.

5. All monies payable by the Client to the Consultant shall be paid within 14 days of invoice. All monies must be paid in full prior to release of deliverables. Monies not paid as outlined shall attract interest from the date of invoice until payment at the rate of the current CBA Corporate Overdraft Reference Rate plus 2%, calculated on daily overdue balances.

6. To the maximum extent permitted by law; (a) the Consultant’s liability to the Client arising out of or in connection with this Agreement (including the performance or non-performance of the Services), whether under the law of contract, in tort (including negligence), in equity, under statute or otherwise shall be limited in aggregate to $300,000.

(b) the Consultant is not liable to the Client in respect of any consequential or indirect loss or damages (including loss of profits or business opportunity or payment of liquidated sums or damages under any other agreement); (c) The Consultant shall be deemed to have been discharged from all liability in respect of the Services, whether under contract, in tort (including negligence), in equity, under statute or otherwise, on the expiration of 3 years from the completion of the Services; (d) If and to the extent that any of this clause is void as a result of section 68 of the Trade Practices Act 1974 (Cth) then the Consultant’s liability for breach of a condition or warranty is limited to: (i) the supplying of the relevant Services again; or (ii) the payment of the cost of having the Services supplied again. The Consultant’s liability to the Client for any loss or damage, including a claim for damages for a breach of the Agreement by the Consultant shall be reduced to the extent that an act or omission of the Client or its employees, agents or consultants contributed to the loss or damage. The Client will indemnify the Consultant against all claims, costs, suits and demands by third parties arising in respect of the Services.  The Consultant shall hold public liability insurance, professional indemnity insurance and workers compensation insurance in respect of the provision of the Services under this Agreement.

7. Copyright in all drawings, reports, specifications, bills of quantity, calculations, software, models, source code and object code and other documents provided by the Consultant in connection with the Project shall remain the property of the Consultant.

8. Subject to clause 9, the Client alone shall have a licence to use the documents referred to in clause 7 for the purpose of completing the Project, but the Client shall not use, or make copies of, such documents in connection with any work not included in the Project.

9. If the Client is in breach of any obligations to make a payment to the Consultant, the Consultant may revoke the licence referred to in clause 8 and the Client shall then cause to be returned to the Consultant all documents referred to in clause 8, and all copies thereof.

10. The Client shall ensure, to the extent reasonably possible, that the Consultant’s input into the Project is duly recognised in any publicity material generated by the Client in respect of the Project.

11. Any dispute between the Client and the Consultant shall first be the subject of mediation provided that this provision shall not prevent the Consultant from instituting legal action at any time to recover moneys owing by the Client to the Consultant.

12. The Client may terminate its obligations under this agreement: (a) in the event of substantial breach by the Consultant of its obligations hereunder, which breach has not been remedied within 30 days of written notice from the Client to the Consultant requiring the breach to be remedied; or (b) upon giving the Consultant 60 days written notice of its intention to do so.

13. The Consultant may suspend or terminate its obligations under this Agreement: (a) in the event of: (i) monies payable to the Consultant hereunder being out-standing for more than 28 days; (ii) other substantial breach by the Client of its obligations hereunder, which breach has not been remedied within 30 days of written notice from the Consultant to the Client requiring the breach to be remedied; or (b) upon giving the Client 60 days written notice of its intention to do so; or (c ) if the Client is insolvent.

14. Termination shall be without prejudice to any claim which either party may have against the other in respect of any breach of the terms of the Agreement which occurred prior to the date of termination.

15. If the Consultant considers it appropriate to do so, it may with the Client’s prior approval, which shall not be unreasonably withheld, engage another consultant to assist the Consultant in specialist areas. The Client accepts responsibility for all monies payable to such other consultant.

16. Neither party may assign, transfer or sublet any obligation under this Agreement without the written consent of the other. Unless stated in writing to the contrary, no assignment, transfer or subletting shall release the assignor from any obligation under this Agreement.

17. The Client acknowledges that, unless agreed otherwise, the provision of Services by the Consultant for the Project is not given on an exclusive basis.

18. Fees and disbursements are exclusive of any Goods and Services Tax, whether levied on inputs to the Services, or on the Services. Any such Goods and Services Tax costs shall be to the Client’s account.

19. The Consultant shall in no circumstances have any liability, howsoever caused, due to claims, loss or damages associated with asbestos, toxic mould or terrorism.