ASSOCIATION OF CONSULTING STRUCTURAL ENGINEERS OF VICTORIA STANDARD TERMS OF ENGAGEMENT 2003 

PART 1 - GENERAL MATTERS AND DEFINITIONS 1.1 These Terms of Engagement shall be read in conjunction with the Proposal, and the Letter of Engagement. Together these documents shall form the basis of a Contract of Services between the Consulting Engineer and the Client. The terms of engagement are a standard document and are not necessarily attached to the proposal. A copy is available from this office if requested. 1.2 “The proposal” means the letters and other documents prepared by the Consulting Engineer and submitted to the Client to describe the scope of works being undertaken, the amount of the fee and reimbursable expenses. The “Agreement” means the entire contractual agreement between the parties. 1.3 The Client shall be defined as the party to whom the proposal is addressed and/or the party disclosed in the Letter of Acceptance, and that party shall be the party to which invoices shall be sent and held responsible for the payment of such invoices. No work shall commence until a completed letter of Engagement has been signed and returned to the Consulting Engineer. 1.4 In the absence of a completed letter of engagement the proposal and subsequent acceptance or use of the consultant’s documentation shall be evidence of acceptance of the proposal and these terms of engagement. PART 2 - ROLE OF THE CONSULTING ENGINEER 2.1 The Consulting Engineer shall provide to the client the consulting services described in the proposal, which forms part of the agreement. 2.2 In performing the services the Consulting Engineer shall exercise the degree of skill, care and diligence normally exercised by members of the engineering profession performing services of a similar nature in accordance with the ethics of the engineering profession. PART 3 - ROLE OF THE CLIENT 3.1 The client may appoint a person to act as his representative and give notice to the Consulting Engineer of the name of the person so appointed. The Client agrees that the person appointed shall have authority to act on behalf of the Client for all purposes in connection with the agreement. 3.2 The Client shall as soon as practicable make available to the Consulting Engineer all information, documents and other particulars relating to the Clients requirements for the project. PART 4 - PAYMENT TO THE CONSULTING ENGINEER 4.1 Unless otherwise agreed all work shall be invoiced when completed (or progressively on a monthly basis for projects extending beyond 30 days), and all monies shall be due and payable within 14 days of invoice or as set out in the fee proposal. 4.2 Unless a dispute is raised within 14 days of the date of the invoice the invoice shall be deemed to be correct and payable. Any adjustments made to an invoice shall be deemed to be as of the date of the original invoice. The existence of a dispute shall not be cause for withholding payment of monies not a direct subject of dispute. 

4.3 The Client agrees to penalty interest at the C.B.A. indicator rate plus 2% p.a. on unpaid accounts plus costs associated with the pursuit of payment. The interest shall be calculated on daily balances from the due date to the date of payment of the account by the Client. 

 4.4 Any claim for payment under these terms of engagement is deemed to be a ‘payment claim under the Building and Construction Industry Security of Payment Act 2002’. PART 5 - SCOPE OF LIABILITY 5.1 The liability of the Consulting Engineer to the Client arising out of the performance or non-performance of the Services, whether under the law of contract, tort or otherwise, shall be limited to those damages which are directly caused by the Consulting Engineer. 5.2 The maximum liability of the Consulting Engineer to the Client arising out of the performance or non-performance of the Services, whether under the law of contract, tort or otherwise, shall be $200,000.00 unless the parties specifically agree otherwise. PART 6 -COPYRIGHT AND USE OF DOCUMENTS 6.1 Copyright in all drawings, reports, calculations, specifications, bills of quantities and other documents produced by Consulting Engineers in execution of the agreed Scope of Works shall remain the property of the Consulting Engineer. The written agreement of the Consulting Engineer shall be obtained before any assignment of Copyright takes place. 6.2 The Client shall have a license to use the documents referred to in Clause 6.1 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 the Consulting Engineer gives express approval in advance. 6.3 If the Client is in breach of any obligation to make payment to the Consulting Engineer, the Consulting Engineer may revoke in writing the license referred to in Clause 6.2 and the Client shall return all documents and copies therefore to the Consulting Engineer within seven days of receiving the notice of revocation. PART 7 - DISPUTE DETERMINATION 7.1 Any dispute between the Client and the Consulting Engineer shall first be the subject of mediation between the parties using the services of a mediator acceptable to both parties. The costs of the mediation shall be resolved during mediation. This provision shall not however prevent the Consulting Engineer from instituting legal action for the recovery of monies owed by the Client to the Consulting Engineer. Dispute resolution shall comply with relevant government regulations. PART 8 - TERMINATION OF SERVICES 8.1 The Client may terminate their obligations under this Agreement:(a) In the event of a substantial breach by the Consulting Engineer of their obligations under the agreed proposal, which breach has not been rectifies within 30 days of written notice by the Client of such breach, or long as the client may agree.(b) Upon giving the Consulting Engineer 30 days written notice of their intention to do so. 8.2 If the engagement of the Consulting Engineer is terminated for any reason other than for breach of this agreement by the Consulting Engineer the Consulting Engineer shall be entitled to pro rata payment for the Services carried out and consequential costs and expenses incurred as a result of the termination for the period up to and including the date of termination. 8.3 The Consulting Engineer may suspend or terminate his obligations under this Agreement:(a) In the event of monies payable to the Consulting Engineer being outstanding for more than the agreed period.(b) In the event of a substantial breach by the Client of their obligations under the agreed Scope of Works, which breach has not been rectified within 30 days of written notice by the Consulting Engineer, or longer as the Consulting Engineer may agree.c) Upon giving the client 30 days notice of intention to do so.d) Immediate when the client becomes bankrupt, goes into liquidation or receivership or enters a deed of arrangement or in any way cannot continue business operations in the normal manner.