PART A: OVERVIEW OF THESE TERMS
These Terms of Trade apply to all Services that we supply to you.
At Town Planning Group (NZ) Limited ensuring our Terms are transparent and easy to understand is important to us. If you have any questions or are unsure about anything, please contact us.
To make these Terms easy to use, we:
(a) have set out a ‘Dictionary’ in Part H, which explains the specific meaning, for the purposes of these Terms, of the capitalised words used in these Terms; and
(b) have included summaries / outlines for each Part in blue boxes – these are intended for guidance only and do not replace any of the terms in these Terms.
1. Introduction
1.1 These Terms set out all of the terms and conditions that apply to Services that we supply to you.
1.2 Any other terms and conditions will not apply unless expressly approved in writing by us for a particular Order.
1.3 We may update these Terms on notice to you in writing. Our updated Terms will apply to all Services you order after we have notified you that we have updated our Terms.
1.4 If there is any inconsistency between the documents making up these Terms, unless the parties expressly agree otherwise, the documents will apply in the following descending order of priority:
(a) the Letter of Offer;
(b) the Specific Terms;
(c) these Terms of Trade (excluding the Specific Terms); and
(d) any schedule or appendix attached hereto.
PART B: SERVICES
Part B sets out details about placing Orders. It also sets out the process that applies if there are any issues with an Order or if an Order is cancelled.
2. Order process
2.1 You may order Services from us in accordance with our order processes that we advise to you at any time.
2.2 All Orders are subject to acceptance by us. We may accept an Order (in whole or in part) by issuing an invoice for the applicable Services, providing the Services or otherwise confirming the order in writing.
2.3 We are under no obligation to enquire as to the authority of any person placing an Order on your behalf.
2.4 You may request Variations to Orders. However, acceptance is at our discretion and is subject to our approval in writing, in accordance with clause 5.
3. Provision of the Services
3.1 We shall:
(a) perform the Services relating to your project as recorded in these Terms and the Letter of Offer; and
(b) perform the Services in an efficient and professional manner, engaging personnel with suitable training, experience, and expertise, and exercise the degree of care, skill and diligence reasonably required of a competent professional.
3.2 Both parties shall make all reasonable effort to ensure the Services are provided in accordance with these Terms and take all necessary reasonable steps to minimise any possible delays. However, any time specified by us for the provision of the Services is an estimate only. We will not be liable for any loss or damage incurred by the you as a result of any delay. In the event that we are unable to provide the Services as agreed solely due to any action or inaction by you, then you shall pay us a reasonable sum of money to cover the consequential costs, expenses and liabilities suffered by us as a result of any delay or suspension.
3.3 The commencement date will be put back and/or the duration of the Services extended by whatever time is reasonable in the event that:
(a) you request a Variation to the Services; or
(b) we claim an extension of time (by giving you written notice); or
(c) where the provision of the Services is delayed or suspended (other than as a result of a breach of these Terms by us, or a negligent act
or omission by us) by an event beyond our control.
4. Cancellation
4.1 Either party may cancel an Order by written notice if the other party:
(a) commits a material breach of these Terms which is not remedied within 20 Business Days of written notice of the breach from the other
party; or
(b) suffers an Insolvency Event.
4.2 If we are unable to provide Services to you, due to reasons beyond our reasonable control, we may cancel the Order (in whole or in respect of any instalment) by giving written notice to you. We will repay you any amount you have paid to us in advance for the relevant Services. We will not be liable for any loss or damage arising from such cancellation.
5. Variations
5.1 You may order Variations to the Services provided these Variations are made in writing or you may request us to submit written proposals for Variation to the Services.
5.2 We may require variations to an Order if we identify factors that affect delivery of the Services to you, before or during our provision of the
Services. Any such variations will be submitted to you for approval (Variation Notice). You must respond to a Variation Notice as soon as
possible (and within 10 Business Days). We may suspend or delay provision of the Services pending your approval.
5.3 If you do not respond to a Variation Notice within 10 Business Days, we may assume that you have accepted the applicable variations.
5.4 If you notify us, within 10 Business Days of a Variation Notice, that you do not accept the variations, we will cancel the Order (or, if applicable, the remaining Services to be provided under the Order) on notice to you. We will repay you any amount you have paid to us in advance for Services that we do not provide as a result of such cancellation (less any unrecoverable costs that we have incurred).
PART C: PRICE
6. Fee
6.1 The Fee for Services will be:
(a) our estimated Fee (subject to any Variations). You acknowledge and accept that the final Fee can only be ascertained upon completion of
the Services; however, variances of more than 10% for the Services completed within the defined scope will be subject to your approval.
In addition to the exclusions outlined in the Letter of Offer, the estimate contained in the Letter of Offer and these Terms do not
provide for the following (unless otherwise stated in writing):
i. any additional work required by the council, consenting authority or requested by external parties (including, but not limited to, the
surveyor, contractor, architect, structural engineer, other professionals, or you in respect of work outside the scope and
nature of the Services); and/or
ii. attendance at site meetings, or meetings with council outside the requirements of the findings in the Documentation; and/or
iii. any work requested by you or your Representative(s) which is outside of the defined scope of works.
(b) the Fee that we have quoted for Services (subject to clause 6.4).
6.2 Unless otherwise stated, the Fee does not include GST.
6.3 We may charge you for insurance, reimbursable expenses disbursements and any applicable taxes, duties and levies, in addition to the Fee.
6.4 Where we provide a quotation, proposal or estimate:
(a) unless otherwise specified, the quotation, Letter of Offer, proposal or estimate is valid for 30 days from the date of issue and may be
subject to such further conditions as are expressly set out in the quote, estimate or pricing;
(b) we may withdraw the quotation, Letter of Offer, proposal or estimate at any time before you accept it or we accept an Order by notice in writing to you; and
(c) the quotation, Letter of Offer, proposal or estimate will be exclusive of any applicable additional amounts referred to in clause 6.3.
7. Reimbursable expenses
7.1 We shall be reimbursed for all expenses reasonably and properly incurred in connection with the provision of the Services, except where such expenses are specifically stated in writing by us as being non-reimbursable. All reimbursable expenses (e.g., typing, copying, travel time, flights, kilometres, communications, couriers, etc.) will be charged and invoiced on a time charge basis for actual time and work hours spent on your project. We shall maintain up-to-date records which clearly identify time and expenses incurred in providing the Services to you.
PART D: PAYMENT TERMS
Under these Terms, we may supply Services to you on credit. It is very important to us that you pay us in full by the due date for payment. The following clauses provide additional protections for us to reflect that arrangement, including terms that will apply if there are any delays or disputes relating to payments.
8. Payment
8.1 You must pay us all Amounts Owing to our bank account (notified to you and updated at any time) or any other payment method that we agree with you.
8.2 Payment shall be:
(a) before completion of the Services; or
(b) by way of instalments/progress payments in accordance with the Order; or
(c) as indicated on our invoice; or
(d) the 20th of the month following if approved by us; or
(e) no later than 7 days from the date of the invoice (unless otherwise stated on the invoice), and
(f) in full without deduction, withholding, set-off or counterclaim.
8.3 If you have any dispute relating to an invoice issued by us, you:
(a) must notify us of that dispute in writing within 3 days from the date of invoice (after that period, unless there is a manifest error, you will be
deemed to have accepted the invoice); and
(b) will only withhold payment of the amount in dispute and will, upon resolution of any dispute, immediately pay the balance (if any) due
to us.
8.4 We and you each agree to promptly deal with any disputed invoices and, where possible, to resolve disputes before the due date for payment.
9. Credit terms and repayment obligations
9.1 The provision of Services to you on credit is subject to our approval. We may use the services of credit reporters and debt collection agencies (in accordance with clause 16.2).
9.2 You must notify us immediately:
(a) if you suffer an Insolvency Event. Any Amount Owing will, whether or not due for payment, immediately become due and payable if an
Insolvency Event occurs; or
(b) if you are a company and there is a material change in your effective management or ownership.
10. Deposit and guarantee
10.1 We may require that you pay us in advance, or pay a deposit, or provide a guarantee or other security, before we supply Services, as security for any Amount Owing.
10.2 If we cancel an Order (for reasons other than your breach of these Terms), we will refund any deposit that you have paid to us in full. Otherwise, any deposit that you pay to us is non-refundable, unless we expressly agree otherwise in writing.
11. Late payments
11.1 If payment in full of any Amount Owing (which is not subject to a genuine dispute) is not made to us on the due date, we may:
(a) suspend, or cancel (in accordance with clause 4.1(a)), the provision of any or all Services to you;
(b) cancel any rebates or discounts (whether or not previously credited); and
(c) charge you interest at a rate of 2.5% per month on the balance of the outstanding amount from the due date of payment until the date the
outstanding amount is paid, accruing daily and charged monthly.
12. Costs of recovering Amounts Owing
12.1 You must reimburse us for any reasonable costs and expenses we incur to recover any Amount Owing, including any debt collection fees or commission and full legal expenses.
13. Security
13.1 We reserve the right to require a guarantee, or any other additional security (at your cost), as security for payment, before we provide Services to you.
PART E: COMPLIANCE AND INFORMATION
Part E sets out the provisions relating to health and safety, privacy, confidentiality, intellectual property rights and insurance. Unless we agree otherwise, we own all intellectual property rights in the Services.
14. Health and safety
14.1 Each party will comply with the Health and Safety at Work Act 2015 (HSW Act), including all applicable regulations under the HSW Act, as well as all applicable standards and codes of practice relating to health and safety. In addition, each party will comply with the other party’s pre-notified and reasonable health and safety policies when on the party’s premises.
14.2 You must notify us of any known hazards arising from your premises to which any of our Representatives may be exposed while on the premises and ensure that your workplace is without risks to the health and safety of any person.
14.3 Each party must consult, co-operate with and co-ordinate activities with all other persons who have a health and safety duty in relation to the same matter in providing the Services (including in connection with the delivery of the Services).
15. Compliance with laws
15.1 Both parties shall comply with the provisions of all statutes, regulations and bylaws of government, local and other public authorities that may be applicable to the Services.
16. Privacy
16.1 We may collect, use and share Personal Information:
(a) for the purposes of the performance of our obligations or exercise of our rights under these Terms; and
(b) in accordance with the Privacy Act 2020. This may include sharing Personal Information with our Related Companies.
16.2 We may use the services of credit reporters and debt collection agencies. We may provide your Personal Information to those agencies in order to use their services. Information disclosed to credit reporters (including default information) will be held by them and used to provide credit reporting services.
16.3 If you provide us with any information about a third party (including a representative), or authorise us to collect that information, you confirm that you are authorised by the individual concerned to provide their Personal Information to us or authorise the collection of information about them in accordance with this clause 16. You also confirm that you have informed the individual of their rights to access and request correction of Personal Information.
16.4 You (if you are an individual) and your Representatives have the right to access, and request correction of, any of your Personal Information held by us.
17. Confidentiality
17.1 Each party must keep confidential all Confidential Information.
17.2 Nothing in clause 17.1 prevents a party from disclosing Confidential Information if disclosure is:
(a) required by law, or a Regulator (but only to the extent required or, if applicable, requested by a Regulator);
(b) is reasonably required to enable a party to perform its obligations or exercise its rights under these Terms; or
(c) to a Related Company or Representatives on a ‘need to know’ basis, provided that person is under a duty to keep the Confidential
Information confidential in accordance with these Terms.
17.3 Either party must promptly return or destroy all Confidential Information of the other party in its possession or control at the other party’s request, unless required by law to retain it.
17.4 Confidential Information excludes information:
(a) generally available in the public domain, including, but not limited to, information disclosed at the time of lodgement of a resource consent application (without unauthorised disclosure under these Terms); or
(b) required by law, any stock exchange or regulatory body to be disclosed; or
(c) received from a third party entitled to disclose it; or
(d) that is independently developed.
17.5 The obligations of this clause 17 shall survive termination or cancellation of these Terms.
17.6 We may refer to you as a customer (including by using your logo) and publish any testimonials or references that you provide to us, on our website and associated marketing materials. We will ensure that any such references or testimonials accurately represent your experience with our Services. Please contact us if you do not approve us referring to you in accordance with this clause or have any comments on published content.
18. Insights and Intellectual property
18.1 We may also use any information that we collect in connection with the Services to improve our Services, for statistical and research purposes, and for general information purposes including to provide industry and market insights (together, Insights), provided that:
(a) we must ensure that our obligations of confidentiality and privacy are paramount – for example, we will ensure that any information that
we disclose or publish in accordance with this clause 18.1 is in a fully aggregated and de-identified form (so that it does not identify you or any individuals); and
(b) we will not use information that we collect in connection with the provision of the Services to you, in accordance with this clause 18.1,
if you have informed us that you do not authorise us to do so.
18.2 To the extent required by law, you grant us a non-exclusive, perpetual, irrevocable, royalty-free licence to use and sub-licence information we collect in connection with the provision of Services to you, in accordance with clause 18.1. However, for clarity, we own the intellectual property rights in all Insights.
18.3 We (or our licensors) own all rights, title and interest in the intellectual property rights, in the Services at all times.
18.4 Any new intellectual property which is created or collected by us or on our behalf, including as a result of, or in connection with, the provision of our Services, will be owned by us, unless otherwise agreed in writing.
18.5 You shall be entitled to use or copy the intellectual property only for your project, and the purpose for which they were intended.
18.6 You may may reproduce drawings, specifications, and other documents in which we have a copyright, as reasonably required in connection with your project, but not otherwise. You shall have no right to use any of the Documentation where any part, or all, of the Fee (including any reimbursable expenses payable to us) have not been paid in accordance with these Terms. We reserve the right to withdraw the Documentation from council offices in the event that payment has not been made to us in accordance with these Terms.
18.7 You assign all intellectual property rights to us with effect from creation, to the extent required to give effect to clause 18.3 and 18.4, and agree to do all things reasonably required by us to give effect to such assignment.
18.8 You warrant that the use by us of any designs, instructions or specifications supplied to us by you will not infringe the intellectual property rights of any other person and indemnify us against any losses, damages, liabilities or costs (including full legal costs) that we may suffer or incur in the event of any such infringement.
19. Insurance
19.1 We will for the duration of the Services maintain appropriate Professional Indemnity insurance cover for our business. We will provide reasonable evidence of such insurances to you on request.
19.2 We undertake to take all reasonable endeavours to maintain a similar policy of insurance for 6 years after completion of the Services.
19.3 We will pay any deductibles or excesses under any insurance policy where the loss, damage or liability arises out of our acts or omissions.
PART F: DISPUTE RESOLUTION AND LIABILITY
If a dispute arises under these Terms, we must follow the process in this part F to resolve the matter. If a claim arises under these Terms, any amount payable by you or us will be limited by the liability framework set out in this Part F.
20. Dispute Resolution
20.1 If a dispute arises out of or in connection with these Terms, either party may give a notice to the other setting out the details of the dispute (Dispute Notice).
20.2 Following receipt of a Dispute Notice:
(a) a Representative of each of us (with authority to settle the dispute) will meet, within 10 Business Days, to try to resolve the dispute;
(b) if the dispute is not resolved within 10 Business Days of our Representatives meeting (or if the meeting does not take place, for
any reason, within 10 Business Days of the date of a Dispute Notice), the dispute will be referred to the senior manager of each party (if
applicable), who will try to resolve the dispute within a further 10 Business Days; and
(c) if the dispute is not resolved by our respective Representatives in accordance with clause 20.2(b), then either party may commence
court proceedings.
20.3 This clause 20 does not restrict either party from applying to a court for interim measures or any other form of urgent relief at any time. However, neither party may commence any other form of court proceeding without first following the procedure set out in this clause 20.
20.4 Each party must continue to perform its obligations in these Terms, despite the existence of a dispute, subject to the termination rights set out in these Terms.
21. Consumer Guarantees Act
21.1 If you are acquiring, or hold yourself out as acquiring, the Services in trade, to the extent permitted by law, you agree that the parties are contracting out of the CGA (to the extent that the CGA would otherwise apply) and that the CGA does not apply to any matters covered by these Terms.
22. Warranties
22.1 We warrant that all Services are free from material defects in workmanship. However, this warranty will not cover any defect or damage to the extent that it is caused by any fault or defect in our Services resulting from any of your (or your Representatives) acts or omissions (outside of the ordinary use of the Services).
22.2 You acknowledge that, except for the warranty set out in clause 22.1 and any written materials that we provide to you:
(a) we do not provide any other express warranties relating to the Services; and
(b) we expressly exclude any other Service warranties, including any warranties relating to the suitability for resale, quality or fitness for
any particular purpose, of our Services. However, this clause 22.2 is subject to any rights that you may have under the CGA (in
accordance with clause 21.1).
23. Third party suppliers
23.1 If you request and authorise us to arrange the provision of Services directly to you by a third party supplier (whether or not such arrangement involves us contracting as your agent), to the extent applicable, these Terms will apply to our Services in arranging such supply, provided that to the extent permitted by law we exclude all liability in connection with the supply of Services to you directly by a third party supplier. You agree to pay any commission or other payments due to us in accordance with these Terms.
24. Limitation of liability
24.1 To the extent permitted by law, subject to clause 24.3, our total liability under or in connection with these Terms and the Services is limited to:
(a) supplying the Services again; or
(b) the payment of the cost of having the Services supplied again.
24.2 Subject to clause 24.3, if we have any liability under or in connection with these Terms, to the maximum extent permitted by law:
(a) our total aggregate liability to you for any loss, damage or liability arising out of or in connection with these Terms will be limited to the
greater of 3 times the value of the Fee paid by you to us for the applicable Services or the sum of $100,000; and
(b) we will not be liable for any:
i. indirect, special or consequential loss or damage whatsoever; or
ii. loss of profits, revenue, data, goodwill, customers or opportunity or loss of or damage to reputation.
24.3 Nothing in these Terms (including clauses 24.1 and 24.2) will limit or exclude our liability for:
(a) any fraudulent act or omission;
(b) a breach of clause 17 (Confidentiality);
(c) our wilful breach of these Terms;
(d) our gross negligence; and/or
(e) any matter to the extent that liability cannot be excluded or limited by law.
24.4 The limitations and exclusions on liability in this clause 24 will apply irrespective of whether the legal basis for the applicable claim is contract, equity or tort (including negligence). However, this clause 24 does not limit or exclude any rights that you may have under statute.
24.5 In no circumstances will we have any liability whatsoever under or in connection with these Terms:
(a) for the acts or omissions of your Representatives or any third party; or
(b) for any acts or omissions of performance in accordance with your instructions (or instructions from your Representatives); or
(c) to any third party.
24.6 Neither party shall be considered liable for any loss or damage resulting from any occurrence unless a claim is formally made on it within 6 years from completion of the Services.
PART G: GENERAL
Part G describes miscellaneous provisions necessary for the proper operation of these Terms.
25. General
25.1Governing Law: These Terms are governed by and to be construed in accordance with the laws of New Zealand and each party submits to the exclusive jurisdiction of the Queenstown Courts of New Zealand.
25.2 Previous Agreements: These Terms supersede and replace any previous written agreements between the parties relating to the Services.
25.3 Sub-contracting: We may subcontract the performance of our obligations (including to a Related Company), on the basis we remain solely liable to you for the performance of our obligations.
25.4 Assignment: You must not assign, novate or transfer your rights or obligations under these Terms without our prior written consent (which may be withheld in our sole discretion). We may assign these Terms to any other person on notice to you (provided that we will request your prior approval (not to be unreasonably withheld or delayed) if the assignment could have any material adverse effect on you). Without limiting the foregoing, we may assign to any other person all or part of the Amount Owing by you to us.
25.5 Amendments: Any amendment to these Terms must be in writing signed by each party, except where stated otherwise in these Terms or where we are required to make changes to ensure compliance with applicable laws (in which case we notify you of the changes in writing).
25.6 Force majeure: We will not be liable to you for any failure or delay in performing our obligations under these Terms where such failure or delay is caused by events or circumstances beyond our reasonable control, including any strike, lockout, labour dispute, delay in transit, embargo, epidemic, pandemic, accident, emergency, order of government or other authority or act of God.
25.7 Waiver: A single or partial exercise or waiver of a right relating to these Terms does not prevent any other exercise of that right or the exercise of any other right.
25.8 Survival: Any provision of these Terms, which is by its nature a continuing obligation, will survive termination.
25.9 Rights of Third Parties: These Terms are not intended to confer a benefit on any person other than the parties to these Terms.
25.10 Relationship: We will provide Services to you as an independent service provider. Nothing in these Terms creates a relationship of employment, trust, agency, joint venture, partnership or any other fiduciary relationship between the parties.
25.11 Non-exclusive: These Terms are not exclusive and do not impose any restriction on us providing Services to, or you purchasing any product or services from, any other person.
25.12 Counterparts: These Terms may be executed in any number of counterparts (including by electronic signature or by email exchange of .pdf copies) which together will constitute the one instrument.
PART H: DICTIONARY
Part H sets out a Dictionary, to define the capitalised terms used in these Terms.
26. Definitions
Amount Owing means any amount owed by you to us, from time to time, including the Fee, any applicable amounts referred to in clause 6, any interest payable by you, your liability under these Terms and any enforcement costs incurred by us in seeking payment of any Amounts
Owing by you.
Business Day means Monday to Friday, excluding public holidays in New Zealand.
Confidential Information means all information that could be reasonably regarded in the circumstances as confidential, including information which relates to the business, interests or affairs of a party, the terms of use, the Services (as applicable), and intellectual property rights, but excludes information which is:
(a) in the public domain, other than as a result of a breach of these Terms;
(b) in the possession of a party prior to the commencement of these Terms without any obligation of confidentiality; and
(c) is independently developed or acquired by a party prior to the commencement of these Terms without relying on information which would itself be Confidential Information.
Consumer has the meaning given to that term in the Consumer Guarantees Act 1993.
Documentation means any reports, surveys, opinions, information, or any other document provided, utilised, or created by us during the course of the Services.
Fee means the Fee payable, in accordance with clause 6.1.
Insolvency Event means, in relation to you, any of the following steps has occurred (or we have reasonable grounds to believe that any of these steps is likely to occur):
(d) the primary, or all, of your business activities is suspended or ceases;
(e) the presentation of an application for your liquidation;
(f) the making of any compromise, proposal or deed of arrangement with all or some of your creditors;
(g) the appointment of a liquidator, receiver, statutory manager, or similar official;
(h) your suspension or threatened suspension of the payment of your debts as they fall due;
(i) the enforcement of any security against the whole or a substantial part of your assets;
(j) if you are an individual, anything having a similar effect to any of the events specified above happens in relation to you; or
(k) any other insolvency event or proceedings analogous to any of the foregoing occurs in any relevant jurisdiction,
in each case, unless it takes place as part of a solvent reconstruction, amalgamation, merger or consolidation.
Letter of Offer means our estimate for the provision of the Services, which shall specify the scope and nature of the Services which we are to provide to you and the Fees payable by you.
Order means an order for Services that you submit to us and we approve, in accordance with clause 2.
Personal Information has the meaning given to that term in the Privacy Act 2020.
Regulator means any authority, commission, government department, court, tribunal, or similar having regulatory or supervisory authority over the parties or any of the Services.
Related Company has the meaning given to it in the Companies Act 1993, read as if a reference to company was a reference to any body corporate of any jurisdiction.
Representatives means directors, officers, employees, agents and contractors of the relevant party.
Services means any services supplied by us to you at any time, including the Services specified in an Order.
Specific Terms means the terms (if any) that are included in Part I to these Terms.
Terms means these Terms of Trade (including any Specific Terms outlined in Part I), as may be amended from time to time, each Order and any additional terms expressly agreed in accordance with clause 1.2 (if applicable).
We or us means the supplier of Services, Town Planning Group (NZ) Limited.
You or your means the customer purchasing Services from us.
27. Interpretation
In these Terms, unless the context otherwise requires:
(a) headings are for convenience only and do not affect interpretation;
(b) a reference to legislation includes all regulations, orders, instruments, codes, guidelines or determinations issued under that
legislation or and any modification, consolidation, amendment, re- enactment, replacement or codification of it;
(c) a reference to “in writing” includes by email and a reference to “agree” or “agreement” or “notice” or “approval” means an
agreement, notice or approval (as applicable) in writing;
(d) the words “include” or “including”, or similar expressions, are to be construed without limitation;
(e) a reference to dollars ($), is a reference to New Zealand currency;
(f) a reference to a party to includes that party’s successors and permitted assigns and substitutes; and
(g) a word importing the singular includes the plural and vice versa.
PART I: SPECIFIC TERMS
Part I details any specific terms that apply to your order of Services.
28. Payment by third parties
28.1 Where you are acting on behalf of any third party, and you intend for that third party to be responsible for the payment of the Fee, then in the event that the third party does not pay the Fee when due, you acknowledge and agree that you shall be liable for the payment of the Fee as if you had contracted us to provide the Services on your own behalf.
29. Your acknowledgements
29.1 These Terms, in conjunction with the Letter of Offer, details the scope and timing of the Services. If you vary the scope of the Services (including, without limitation, any addition or deletion of the Services) or the timing of the Services, you agree to do so by providing us with prior written notice, and such varied Services shall be dealt with in accordance with clauses 3.3 and 5. In the event both parties cannot agree on a rate and/or an amended completion date in accordance with the aforementioned clauses, we shall
have no obligation to accept your Variation.
29.2 If we are required to exercise our professional judgement between you and a third party with whom you have a contract, then we will do so independently and as required by the terms and conditions of that contract.
30. Your responsibilities
30.1 You shall where requested by us:
(a) provide us, free of charge and as soon as practicable, all information within your power to obtain, which may pertain to the Services;
(b) use your best endeavours to provide plans and locate all services at the nominated site (including power, telephone, gas, water,
stormwater and sewer etc). If you do not provide the required information, we shall be entitled to obtain such information from third
parties at your sole cost; and
(c) obtain any approvals, authorities, licenses, consents, and permits which are required from governmental or responsible authorities for
the lawful implementation and completion of your project (where such approvals etc are outside of our scope).
30.2 You shall ensure that:
(a) your employees, agents, and contractors cooperate with us as may be required;
(b) we have access to the applicable locations that we may may require, and provide all necessary instructions, technical information, and
directions in relation to the Services in writing to us to enable us to properly provide the Services and perform our obligations under
these Terms; and
(c) all information provided to us is complete and accurate. We will not accept any liability to you or a third party, in connection with any
information provided by you that is incomplete or inaccurate unless ensuring the adequacy and accuracy of the information is within the
scope of the Services.
31. Subcontract
31.1 We shall be entitled, with your consent, to engage individuals on a subcontract or consultancy basis, whether or not operating under corporate structure, to assist in the provision of the Services pursuant to these Terms.
31.2 We shall remain liable for the performance of all obligations under these Terms including the Services that are subject of a subcontract.
31.3 You agree and understand that you have no authority to give any instruction to any of our subcontractors without our authority.
31.4 You acknowledge and agree that you are solely responsible for all payments due to any subcontractors or consultants engaged to assist in the delivery of the Services.