TERMS AND CONDITIONS OF ENGAGEMENT CONTRACT

1. ROLE OF CST CONSULTING ENGINEERS {CST}

CST shall perform the services with reasonable skill, care and diligence. CST shall communicate with the client by and through CST representative, who shall have authority to bind CST in respect of all matters arising out of or in connection with the agreement. CST shall consult with the client throughout the performance of the services. Unless otherwise agreed, CST may rely on and treat the documentation and the directions provided by the client as accurate and correct. If CST considers that any documentation made available to it by the client is insufficient to enable CST to provide the services or is incorrect, then CST shall notify the client accordingly. If CST becomes aware of any matter that will change the scope, character, quality, sequence or timing of the services, then CST shall promptly notify the client of that matter, CST may reserve the right for variations if changes involve extra work.

CST shall keep confidential any information disclosed by the Client or of which CST becomes aware in respect of the project, unless such disclosure is approved or agreed to by the Client.

2. ROLE OF THE CLIENT {CLIENT}

The Client shall promptly provide CST with all documentation and directions necessary to enable CST to provide the Services. Unless otherwise agreed, the Client shall promptly obtain all access, approvals, authorities, licences and permits necessary to enable CST to provide the services. The Client shall communicate with CST by and through the Client’s representative, who shall have authority to bind the Client in respect of all matters arising out of or in connection with the Agreement. If the Client becomes aware of any matter that will change the scope, character, quality, sequence of timing of the Services, then the Client shall promptly notify CST of that matter. The Client shall cooperate with CST and shall not interfere with or obstruct the performance of the Services, CST Reserve the right to withdraw the services with no binding obligations if for any reason client demands became non-reasonable.

3. CONSULTANTS

Whenever other consultants are engaged by the client in respect of any part of the project, CST Engineers shall be responsible only for the integration of such work into our services. CST Engineers shall not be responsible for checking the work of any other consultants and shall bear no responsibility or liability whatsoever in contract or in tort for negligence or otherwise or any law generally in relation to the work of those consultants, or for any failure of CST Engineers to notice or detect any error, omission, defect, inadequacy or unsuitability for the project in respect of the work of such consultants.

4. SUB-CONSULTANTS

Should sub-consultants be engaged by CST Engineers in respect of any part of the project, CST Engineers shall be responsible for the integration of such work into our services. The client agrees that they will keep each consultant and sub-consultant entirely responsible for their own individual services.

5. PAYMENT TO CST CONSULTING ENGINEERS FOR THE SERVICES {CST}

The Client shall pay CST the Fee and, unless stated otherwise. Where CST considers that an external consultant or contractor is required to enable CST to provide services, then CST may engage such a consultant or contractor on terms determined by CST. In respect of any such engagement, the Client acknowledges that the consultant or contractor is the agent of the Client and the Client indemnifies CST against all liability arising from the engagement including, without limitation, liability to third parties. Alternatively, if it is mutually agreed that client engages the consultant or contactor as a sub‐contractor to CST then the client shall pay CST an administration fee equal to 15% of the total cost of that consultant or contractor. Unless agreed otherwise, CST shall issue progress claims per the payment terms in the approved offer and the Client shall pay each claim in full within 7 days from the invoice date. CST is entitled to charge the Client interest at the rate of 10% per annum on any overdue payments from the due date for payment up to an including the date of payment. The Client shall pay all costs and expenses (including, without limitation, legal costs) incurred by CST in pursuing any overdue payments. If the performance of the Services is delayed by an act, omission or default of the Client or its employees, agents, consultants or contractors, then the Client shall pay CST for the costs and expenses incurred by CST as a result of the delay. If the Client varies the scope, character, quality, sequence, or timing of the Services, then CST may vary the fee accordingly. If after the date of the Agreement there is any change to the laws, by‐laws, regulations or ordinances of the Commonwealth of Australia or a state or Territory of Australia (or any country or territory where the Project is located or Services are to be performed) or any statutory Authority, and that change directly or indirectly increases or decreases the Fees or Reimbursable Expenses, then CST may vary the Fee and reimbursable expenses accordingly.

6. SCOPE OF LIABILITY

CST shall not be liable to the Client for: the acts, omissions or defaults of other contractors or consultants engaged by the Client (including consultants or contractors engaged by CST as agent for the client. Any changes, alterations or additions to the Services made by others without the express approval of CST, the accuracy of any costs estimates; any loss of use, opportunity or production, loss of interest, earnings or profit, holding or financial costs, business interruption or any indirect or consequential losses; and any loss damage or claim to the extent that such loss, damage or claim was caused or contributed to by the Client or its employees, agents, consultants, or contractors. To the fullest extent permitted by law, all warranties implied by statute or otherwise is excluded.

CST shall be deemed to have been discharged from all liability in respect of the Services, whether under the law of contract, or tort or otherwise, at the expiration of one year from the completion of the Services, and the client (and persons claiming through or under the Client) shall not be entitled to commence any action or claim whatsoever against CST (or any employee contractor or sub‐consultant of CST) in respect of the Services after that date.

7. COPYRIGHT AND USE OF DOCUMENTS / INTELLECTUAL PROPERTY

Copyright and the intellectual property in all drawings, reports, specifications, Bill of quantities, calculations and other documents produced by CST in connection with the Services shall remain the property CST.

The client is licensed to use the drawings, specifications and other documents for the project for which they have been prepared. They shall not be used for any other project except by agreement with CST Engineers. CST Engineers may terminate this licence if any payment due under this agreement has not been made.

Provided the Client pays CST in full for the Fee and, if applicable the reimbursable expenses. CST may with prior consent of the Client publish, either alone or in conjunction with others, articles, photographs and other illustrations relating to the Project. If during the course of providing the Services CST develops, discovers or first reduces to practice a concept, product or process which is capable of being patented, then such concept, product or process shall be and remain the property of CST and the Client shall NOT use, infringe or otherwise appropriate the same without first obtaining the written consent of CST.

8. DISPUTE RESOLUTION

If a dispute arises out of or in connection with the Agreement, then either party may by notice in writing served on the other party require that such dispute be resolved within 14 days after service. Each party must use their best endeavours to resolve the dispute or agree on a process for resolving the dispute. If the dispute is not resolved or a process for resolving is not agreed to within 28 days of service of the notice, then the dispute may be resolved through litigation.

9. TERMINATION OF SERVICES

The Client may by notice in writing to CST terminate the Agreement if: CST is in breach of the terms of engagement and the breach has not been remedied within 21 days (or longer period as the Client may allow) of the service by the Client on CST of a notice requiring the breach to be remedied: or the Client serves CST a notice requiring that the agreement be terminated on a date specified in the notice being not less than 60 days after the date of issue of the notice. CST may by notice in writing to the Client suspend the provision of Services or terminate the Agreement if: the client is in breach of any of the obligations as set out above; or the client is in breach of any other obligations under the agreement and the breach has not been remedied with 21 days (or such longer period as CST may allow) of the service by CST on the Client of a notice requiring that the agreement be terminated on a date specified in the notice being not less than 60 days after the date of the notice ; or the client becomes insolvent or appears unable to pay its debts. If CST suspends the provision of the Services at its sole discretion and at any time, either terminate the agreement of recommence the services by notice in writing to the client. All loss, damage, costs, expense or loss of profit incurred by CST as a result of suspension or termination shall be borne by the Client. Termination shall be without prejudice to any claim that 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. If the agreement is terminated for any reason other than a breach of the agreement by CST, then the Client shall pay CST for the services carried out prior to the date of termination and all other costs and expenses incurred by CST as a result of the termination (including, without limitation, cancellation charges of external consultants).

10. Changes in Instructions & Protracted Services

The client must grant CST Engineers a reasonable extension of time for any delay to completion of the services caused by any changes in the clients instructions or requirements, or an act or omission of the client or its agents, other consultants or contractors, or a force majeure, provided that CST Engineers notifies the client of the cause and the anticipated extent of the protraction.

11. GENERAL MATTERS

Nothing shall prevent CST from employing such persons or companies, as it may deem appropriate to assist it in the performance of the Services. The agreement shall be governed by the law of the state in which the majority of the Services are provided, or the law of Queensland if the majority of the Services are performed outside Australia.

12. HOURLY RATES

If the Fee or a means of calculating the Fee is not specified, the fee shall be calculated using the following hourly rates which are subject to change by written notice. Number of hours to be confirmed by CST.

a) Director – $220 per hour

b) Senior Engineer – $200 per hour

c) Engineer – $150 per hour

d) Senior Drafter – $100 per hour

e) Draftsperson – $75 per hour

13. ADDITIONAL FEES

Should any changes be made subsequent to the agreed scope of works, a variation in cost may be applicable. Additional services required due to modification or alterations to the layout or scope of works due to circumstances beyond the control of our office, would be subject of a separate fee charge. Any additional work will be offered on a time basis via:

Based on the hourly rate nominated in this agreement.

14. CAD FILES

Electronic CAD files remain the property of CST Engineers. The issuing of documents in electronic format to the client or any other parties shall be wholly at our discretion, notwithstanding any drawings issued electronically shall be issued in portable document format (PDF). The client agrees that CST Engineers shall bear no responsibility or liability in contract, or in tort for negligence or otherwise or at law generally in relation to the alteration of the electronic documents by the client or any other person or entity which has obtained those electronic documents.

11. CANCELLATION FEES

Should the fee proposal (QUOTE Proposal) be accepted and subsequently cancelled after twenty-four (24) hours of acceptance a cancellation fee shall apply of $100.00 including GST. Cancellations received following issue of any documentation or after any design work has been performed, shall be subject to a fee based on our standard hourly rates, detailed below, for work performed up to the time of written receipt of cancellation. ALL cancellations must be received in writing.

SERVICES OUTSIDE OF SCOPE

For the purpose of this service proposal, we have excluded the following from the scope to be undertaken by CST Consulting Engineers, unless otherwise included in the job quote:

• External Retaining Wall Designs (unless specifically requested)
• Local Authority and Approval Submission Fees and Charges
• Alterations After Issue of Designs
• Acid Sulphate Analysis
• Reinforcement Detailing and Scheduling
• Specialised facade/structures
• Specialist Piling Design (provided by contractor if required)
• Structural Steel Workshop Drawings (review only)
• Civil Works, Civil Engineering (Storm water, driveway, earthworks)
• Existing structures geometry and level checks
• Variations arising from change to the architectural/client requirements
• Hydraulics design
• Inspection Site Meetings (unless specifically requested)
• Geotechnical investigation report (to be provided for footing/slab design)
• Site Supervision
• Inspections (refer inspections section of quote to qualify)
• Consult meetings
• As-Built drawing issue
• Any other works not specifically noted

Required information for commencement of Structural Services upon acceptance

Architectural drawings in acceptable format/PDF DWG

Outline of client specific requirements/preferences

Sections properties for any non-standard sections to be used in structural (if applicable)

We thank you very much for choosing CST Consulting Engineers as your preferred supplier.