Terms & Conditions

Trade Conditions

SURVADE PTY LTD (“SURVADE PTY LTD”) provides professional surveying services (“the services”) to the Client (as noted on the quote form) (“the Client”) under commercial arrangements in accordance with the following Standard Terms and Conditions.

The Client agrees to be bound by and comply with the Standard Terms and Conditions as outlined below.

1. Scope of Works

The Client shall provide to SURVADE PTY LTD all necessary information and specifications relating to the Client’s requirements for the project (“Scope of Works”). The nature and extent of the services which SURVADE PTY LTD provides to the Client shall be determined on the basis of this Scope of Works. The Scope of Works shall be fully documented and agreed upon by SURVADE PTY LTD and the Client prior to the provision of the services.

2. Project Team

SURVADE PTY LTD will provide a Project Team capable of providing the services specified in the Scope of Works. Members of the Project Team may vary from time to time subject to availability, requirements of other SURVADE PTY LTD projects; leave requirements, specific skill sets applicable to different stages of the project, and other factors which may arise from time to time.

3. Fees

The fees for the project will be based upon the hourly and/or fixed rates as agreed in writing between SURVADE PTY LTD and the Client in respect of the provision of equipment, labour and ancillary services.

4. Operating Hours

Standard operating hours are between 06:00 and 18:00 Monday to Friday. Unless otherwise agreed between SURVADE PTY LTD and the Client, SURVADE PTY LTD will endeavour to complete all services during standard operating hours. If a situation arises which requires services to be provided outside the standard operating hours, reasonable attempts will be made by SURVADE PTY LTD to gain prior approval from the Client.

5. Amendment

No amendment or variation of the SURVADE PTY LTD standard terms and conditions is valid and binding on SURVADE PTY LTD unless it is in writing and signed by a director or other authorised officer of SURVADE PTY LTD.

6. Waiver

A provision of the SURVADE PTY LTD standard terms and conditions may not be waived except in writing and signed by a director or other authorised officer of SURVADE PTY LTD. No waiver or breach of any provision of the SURVADE PTY LTD standard terms and conditions shall constitute a waiver or breach of any other provision.

7. Disbursments

The Client shall reimburse SURVADE PTY LTD for all expenses reasonably and properly incurred in connection with the services provided to the project. Such disbursements shall include but not be limited to consumables, air travel and freight, accommodation, title and survey searching fees, data licence fees and the like.

8. Payment Terms

The Client shall pay the fees, including GST without any set-off or counterclaim whatsoever, to SURVADE PTY LTD within thirty (30) days of the date of the SURVADE PTY LTD invoice. Invoices will be submitted by SURVADE PTY LTD on either a weekly, bi-monthly or monthly basis except for any undertaking, engagement or work requiring interaction, Authority to Act, documentation or lodgement with any regulatory or statutory body or organisation which shall be paid in full prior to the lodgements relating to these works.

9. Variation to Costs

In the event that the Scope of Works for the provision of services is amended, SURVADE PTY LTD shall be entitled to review the value of the fees previously agreed, and the Client shall be obliged to pay all additional costs associated with such amended scope as is agreed in writing between SURVADE PTY LTD and the Client. SURVADE PTY LTD will only accept variation work from the Client’s duly authorised representative. Where not instructed by the Client in writing, the SURVADE PTY LTD works docket shall effect the authorisation that variation works have been carried out as described. Variation charges apply for meetings and/or briefings, calculations, plan checking, issue of RFI’s, field survey work, quality assurance checks and processes, plans and/or sketches, delivery of survey data and filing. The minimum site visit fee will also apply for variations.

10. GST

Goods and Services Tax (GST) shall be paid on the SURVADE PTY LTD fees in accordance with the current taxation laws. The amount of GST applicable to the fees will be identified separately in any fee proposal, and all Tax Invoices.

11. Overdue Payments

SURVADE PTY LTD shall be entitled to charge interest on the outstanding fees, the percentage rate being 12 percent per annum, calculated daily. Payment of the interest charges will not relieve the Client of the obligation to pay the outstanding fees. In relation to any Building and or Construction projects, all claims for payment made by SURVADE PTY LTD shall be subject to the Construction Contracts Act 2004 (WA) or the equivalent legislation in the state in which the Scope of Works is completed.

12. Set Off

The Client agrees and irrevocably authorises SURVADE PTY LTD to apply, or set-off, against the Client’s account under this Agreement any sums which may be owed to the Client by any company within SURVADE PTY LTD group of companies.

13. Legal Costs

All legal costs (on a full indemnity basis), charges, duties and other expenses incurred by SURVADE PTY LTD in respect of this Agreement or the securities or other documentation required hereunder or in relation to registering, maintaining or releasing any security interest, charge or caveat (including the cost of registering any financing statement or financing change statement), or incurred as a result of the Client failing to perform its covenants and obligations contained herein, shall be paid by the Client to SURVADE PTY LTD. The expenses include, but are not limited to; the commission payable to a mercantile agent or a debt collector to pursue or recover outstanding monies pursuant to this agreement and the liability to pay this commission arises at the time the recovery is placed in the hands of the debt collector. The Client agrees that it is liable for and will pay any stamp duty assessed on this document.

14. Default

If the Client defaults in the due and punctual observance of all or any of its obligations or covenants under these terms and conditions, all monies owed by the Client to SURVADE PTY LTD shall become immediately due and payable.

15. Copyright Retained

SURVADE PTY LTD shall retain copyright in all proposals, tenders, documents, drawings, calculations, designs, plans and data (“the Data”) prepared by it in relation to the project, and in any works executed from them. SURVADE PTY LTD also reserves all present and future moral rights in all intellectual property in the Data, and in any works executed or to be executed from them. The Data must not be given, reproduced or disseminated, to any person, public authority, institution or organisation without the express permission of a duly authorised representative of SURVADE PTY LTD.

16. License to use the Data

SURVADE PTY LTD shall grant the Client a license to use the Data in connection with the project, conditional upon the following:

the licence applies only to the project or that part of the project to which the Data relates;
SURVADE PTY LTD has completed the particular stage or stages of the project for which SURVADE PTY LTD has been commissioned; and
all fees properly due to SURVADE PTY LTD have been paid.

17. Employment of SURVADE Pty Ltd Personnel

Approaches made whether directly or indirectly to SURVADE PTY LTD personnel regarding employment opportunities with the Client or a related entity or associate of the Client (as defined in the Corporations Act) during the provision of services by SURVADE PTY LTD to the Client, or within 12 months of cessation of those services, would place those individuals in breach of their SURVADE PTY LTD Employment Contracts. Consequently, irrespective of which party initiates discussions in this regard, the process for determining an equitable outcome for all parties shall be as follows:

Should the Client or a related entity or associate of the Client (as defined in the Corporations Act)wish to make an Employment Offer to an SURVADE PTY LTD employee, the Client shall ensure direct contact in the first instance should be made with the SURVADE PTY LTD Operations Manager responsible for that project.
The SURVADE PTY LTD Operations Manager will then act as the point of liaison between the Client or a related entity or associate of the Client (as defined in the Corporations Act) and the respective SURVADE PTY LTD employee in relation to the offer, as well as in relation to the logistics of the transfer of employment should the offer be accepted.
The Client shall acknowledge that SURVADE PTY LTD develops and trains its employees to a high standard in order to provide the highest level of service to its Clients. Accordingly, should any offer of employment by the Client or a related entity or associate of the Client (as defined in the Corporations Act) to an SURVADE PTY LTD employee be accepted, the Client shall recompense SURVADE PTY LTD to the value of 50% of the total remuneration package offered and accepted by the employee.

18. Dispute Resolution

In the event of a dispute between the parties, either party may serve a notice on the other detailing matters of dispute and requiring that senior representatives of each party meet and attempt to settle the dispute within five (5) working days. If the dispute is not settled by the senior representatives within ten (10) working days of the service of the notice, the parties shall agree to refer the dispute to mediation by a single mediator. Either party may initiate mediation, the costs of which shall be shared equally by the parties. If the parties cannot agree upon the identity of the mediator, the dispute shall be referred for mediation to a mediator nominated by the Institute of Mediators and Arbitrators.

19. Termination

SURVADE PTY LTD may terminate the Agreement entered into with the Client:

If the Client defaults in the due and punctual observance of all or any of its obligations or covenants under that Agreement
In the event of monies payable to SURVADE PTY LTD pursuant to these terms and conditions being outstanding for more than thirty (30) days;
In the event of any other breach by the Client of its obligations under such Agreement, which breach is not remedied within thirty (30) days of written notice from SURVADE PTY LTD requiring the breach to be remedied;
In the event the Client requires SURVADE PTY LTD to act unlawfully or unethically, or fails to provide an adequate Scope of Works and associated instructions;
Upon giving the Client thirty (30) days written notice of its intention to do so; and
If the Client takes or shall have taken against it any action for its winding up, placement under official management, administration or receivership or is unable to pay its debts or anything analogous, or having substantially similar effect, occurs.

The Client may terminate its obligations under any Agreement entered into with SURVADE PTY LTD:

In the event of a breach by SURVADE PTY LTD of its obligations under such Agreement, which breach is not remedied within thirty (30) days of written notice from the Client requiring the breach to be remedied;
Upon giving SURVADE PTY LTD thirty (30) days written notice of its intention to do so.
If the Agreement is terminated by either party, the Client is still obligated to pay all monies owed to SURVADE PTY LTD for services performed up to and including the date of termination pursuant to these terms and conditions as well as for the costs incurred by SURVADE PTY LTD in relation to demobilising personnel and equipment from site.

20. Project Site – Construction & Building & Civil

The project site must be prepared by the Client prior to any survey works commencing. Any delays or rescheduling costs incurred will be an additional charge under the terms and rates herein. Specifically, the Client must ensure that the working area is clear, dry, clean and free of materials, plant and equipment, and above all, a safe working environment. SURVADE PTY LTD shall not be providing task lighting, scaffold, stairs or the like on the designated project site.

21. Project Site – SURVADE Pty Ltd

Access arrangements to the site are to be the responsibility of the Client. The price quoted assumes that access to the site will be unhindered. The Client must ensure that the site is a safe working environment and complies with all occupational health and safety requirements and that any potential dangers are communicated to SURVADE PTY LTD before entry to the site. Any delays or rescheduling costs incurred will be an additional charge under the terms and rates herein.

22. No Warranties

Notwithstanding anything contained herein the Client acknowledges that no representation, warranty or condition, express or implied, is given by SURVADE PTY LTD that the services provided comply with the rules, regulations, laws and legislation of the place where the services are being provided and SURVADE PTY LTD will not be liable under any circumstance for any claims, losses or damages of any kind whatsoever (including but not limited to any indirect, special or consequential damage or injury to any person, corporation or other entity) by reason of or arising out of the services not complying with such rules, regulations, laws and legislation, or by reason of or arising out of any inaccuracy, error or omission in the information provided by or to SURVADE PTY LTD.

Where the Australian Consumer Law and other laws imply conditions or warranties in certain contracts and also give parties to those contracts certain other rights against suppliers of goods and services, to the extent that it is not lawful or possible to exclude them, then such conditions, warranties or other rights shall (but only to the extent required by law) apply to these terms and conditions and all other conditions, warranties or rights which might but for this provision be implied are hereby expressly excluded. Where the law implies any term or warranty into these terms and conditions which cannot be excluded, then the liability of SURVADE PTY LTD for any breach of such term will be limited in the manner permitted under section 64A of the Australian Consumer Law to either supply of the services again or payment of the cost of having the services supplied again (as SURVADE PTY LTD may determine).

23. Charge

The Client hereby in favour of SURVADE PTY LTD charges and mortgages with the due and punctual payment of all monies due to SURVADE PTY LTD and the due and punctual and complete performance of all its liabilities and obligations herein or on any account whatsoever all its legal and equitable interest of whatsoever nature held in any real property both present and future and the Client hereby consents to SURVADE PTY LTD lodging a caveat or caveats noting its proprietary interest hereunder.

24. Security Interest

The Client grants a security interest in all of its present and after acquired property and in all of its present and future rights, title, estate and interest, whether legal and equitable, in relation to any personal property, including any debts owed to the Client, in favour of SURVADE PTY LTD to secure the performance of its liabilities and obligations hereunder or on any account whatsoever.

For the purpose of this clause and other relevant clauses in this Agreement “PPSA” means the Personal Property Securities Act 2009 and the expressions “accession”, “collateral”, “financing statement”, “financing change statement”, “security agreement”, “security interest”, “perfected security interest” and “verification statement” have the meanings given to them under, or in the context of the PPSA.

(i) If requested by SURVADE PTY LTD the Client must immediately sign any documents, provide all necessary information and do anything else required by SURVADE PTY LTD to ensure that the security interest created in SURVADE PTY LTD favour is a perfected security interest.

(ii) The Client must not grant any other security interest in favour of any party until SURVADE PTY LTD has perfected its security interest created under this Agreement.

(iii) The Client must not do or permit anything to be done that may result in the security interest granted to SURVADE PTY LTD ranking in priority behind any other security interest.

(iv) To the fullest extent permitted by the PPSA the Client agrees to contract out of the application of the provisions listed in sections 115(1) and 115(7) and the sections listed therein shall not apply.

(v)The Client hereby waives any rights the Client may otherwise have to:

(a) receive any notices or statements the Client would otherwise be entitled to receive under sections of the PPSA including for the avoidance of any doubt the sections referred to in sections 115(1) and 115(7) of the PPSA;

(b) apply to a Court for an order concerning the removal of an accession under section 97 of the PPSA;

(d) receive a copy of a verification statement confirming registration of a financing statement, or a financing change statement, relating to any security interest created under this document.

25. Trustee

The Client warrants and agrees that where it is, at the time of executing this document or at any time thereafter, a trustee of any trust (the “Trust”):-

(a) to produce a stamped copy of the Trust deed (with all amendments) if and when requested by SURVADE PTY LTD;

(b) that it has full power and authority to execute, or continue with its obligations under, this Agreement on behalf of the Trust as it is doing so in its individual capacity and in its several capacity as trustee;

(c) that it shall be bound by the terms and conditions of this Agreement in its individual capacity, or further or alternatively, in its several capacity as (trustee; and

(d) that the assets of the Trust shall be available to meet payment of its obligations to SURVADE PTY LTD.

26. Default

If the Client (a) defaults in the due and punctual observance of all or any of its obligations or covenants under this agreement; or (b) takes or shall have taken against it any action for its winding up, placement under official management, administration or receivership or is unable to pay its debts or anything analogous, or having substantially similar effect, occurs, then all monies owed by the Client to SURVADE PTY LTD shall become immediately due and payable to SURVADE PTY LTD without prejudice to any right or remedies open to it may:

(a) treat as discharged all or any obligation arising from any agreement with the Client;

(b) retain any security given or monies paid by the Client or available though the enforcement of any guarantee, security or bond and apply this in reduction of any sum of money owed or owing by the Client to SURVADE PTY LTD;

(c) appoint in writing any person or persons to be a receiver or receiver and manager of the property charged under clauses 23 and 24 above or any part of the charged property. The receiver so appointed shall be the agent of the Client and the Client shall be solely responsible for all acts and omissions by the receiver appointed under this clause and for the remuneration of the receiver. The receiver shall without the need for any consent on the part of the Client have all the powers conferred on a receiver under the Corporations Act 2001;

(d) exercise any other right or remedy available to it under the PPSA including to enforce the security interests created by this agreement.

27. Joint & Several Liability

If the Client comprises two or more parties each of those parties is jointly and severally liable on the covenants and obligations herein.

28. Juristiction

The relationship between SURVADE PTY LTD and the Client shall be governed and construed in accordance with the laws of the state in which the Scope of Works is completed and the parties shall submit to the jurisdiction of the Courts of that state and waives any right to object to any proceedings being brought in those Courts.

29. General

If any part of these terms and conditions become void or unenforceable then that part shall be severed to the intent that all parts that are not void or unenforceable shall remain in full force and effect. None of the terms and conditions will merge in or upon the execution of this or any other agreement, document, act, matter or thing and will continue to remain in full force and effect for so long as is necessary to give effect to these terms and conditions.

30. Attorney

To give effect to its obligations under this Agreement the Client hereby irrevocably appoints any solicitor for SURVADE PTY LTD, from time to time, as its attorney to do any act or thing which they are required to do under this Agreement.

31. Inconsistency

Where there is any inconsistency between these terms and conditions and any of the Client’s prior or subsequent terms and conditions, the terms and conditions herein prevails.