General Terms & Conditions – Conditions of Engagement

The Company and the Client (as described in the accompanying Proposal) agree that any professional services, including subsequent services and charges (collectively the Services), to be provided by the Company relating to the Proposal will be on the following Terms and Conditions.  In the event of any inconsistency between these Terms and Conditions and any other Terms and Conditions, these Terms and Conditions shall prevail.  Collectively the Proposal and the following Terms and Conditions form the Agreement between the Client and the Company. If any clause in the Agreement is found to be inoperable, such clauses shall be severed from the Agreement and all other clauses remain valid.

  1. Definitions. In these conditions of engagement:

    “Company” means Prensa Pty Ltd (ACN 142 106 581).

    “Client” means the person to whom the company is contracted to provide services and who is ultimately responsible for payment. The Client may be represented by an Agent (eg. Project Manager, Solicitor, Architect, etc.) who acts with the Client’s authority and arranges for or directs the services on his behalf.

    “Proposal” means the Company’s written offer to provide consulting services which accompanies these Terms and Conditions.

    “Agreement” means the Proposal and the Conditions of Engagement

    “Services” means the services or goods to be provided by the Company to the Client, as detailed in the Proposal.
  2. Special Terms and Conditions.  In the event the Services being provided include advice relating to Asbestos & Hazardous Materials and/or Contaminated Land or Groundwater investigations, additional Special Terms and Conditions apply. These Terms and Conditions provide clarity of issues which relate specifically to such work and should be read in conjunction with these General Terms & Conditions.  Where inconsistency exists, the provisions of the Special Terms & Conditions shall prevail.
  3. Responsibility of the Company.  The Company undertakes to exercise all reasonable care in accordance with standards ordinarily exercised by members of the profession generally who practice in the same location and under similar conditions.
  4. Role of the Client.  The Client (or Agent) must provide to the Company (where relevant):
    • Written acceptance of the Proposal.  In the absence of a written acceptance, the Company can rely on verbal acceptance of this proposal in order for the works to commence.
    • Any environmental, health and safety policies or procedures it requires the Company to abide by during the provision of the Services.
    • Information known to exist by the Client which may be required by the Company to deliver the Services.
    • Any other access or information reasonably requested by the Company in order that the Services can be delivered.
  5. Role of Agent.  The Company accepts that an Agent may engage the Services of the Company on behalf of the Client.  In such cases the Agent must acknowledge their role as the Agent in writing and shall accept liability for the Client’s obligation under this agreement.  In the absence of any acknowledgement to the contrary the party engaging the Company shall assume the responsibilities and liabilities of the Client.
  6. Reports.  Where written advice is provided, the Client will be entitled to one (1) copy of the report unless otherwise agreed in writing. Additional copies can be provided at an agreed charge.
  7. Provision of Estimate Quantities in Reports.  Prensa is not a professional quantity surveyor (QS) organisation. Any areas, volumes, tonnages or any other quantities noted in the reports provided by Prensa are indicative estimates only. The services of a professional QS organisation should be engaged if quantities are to be relied upon.
  8. Third Party Reliance.  This Proposal and the Services subsequently provided have been undertaken to meet the specific needs of the Client.  Third parties should not rely on the advice provided to the Client as their needs may differ and therefore the conclusions drawn and advice provide may not be relevant to a third party.
  9. Fees & Rates.  The fees and rates set out in this Proposal are applicable for 6 months. The fees and rates in this Proposal are exclusive of GST unless otherwise stated in writing.
  10. Terms of Payment.  The Client will pay to Prensa the fees and expenses prescribed in this Proposal.  The Company may issue progress invoices monthly.  Payment is to be made with 30 days of receipt of the invoice.  In the event there is any dispute of the works performed or any dispute regarding the invoice, the details of such a dispute shall be notified in writing to the Company within 15 days. In the absence of such notification the Client agrees the invoice will be deemed valid and payment will be made under the terms of this agreement.
  11. Limitation of Liability.  To the maximum extent limited by law, the liability of the company and its directors arising out of the delivery or non-delivery of Services, whether under law of contract, tort or otherwise will be limited to three times the fee actually paid by the Client to the Company for the Services concerned.  The Company will not be liable in respect of any indirect, consequential or special losses.
  12. Reliance on Information Provided by Others.  Prensa notes that where information has been provided by other parties in order for the works to be undertaken, Prensa cannot guarantee the accuracy or completeness of this information.  The Client therefore waives any claim against the Company and agrees to indemnify the Company for any loss, claim or liability arising from inaccuracies or omissions in information provided to the Company by third parties.
  13. Copyright.  Intellectual property and copyright of all reports, drawings, software, calculations and other documents provided by Prensa in the provision of the Services shall remain the property of Prensa.
  14. Disputes.  In the event that a dispute between the Client and the Company, it is the responsibility of the aggrieved party to notify the other in writing within seven (7) days of the dispute arising.  All disputes will initially be dealt with by the parties meeting without legal representation.  Should resolution not be achieved the parties shall enter non binding mediation in accordance with procedures set out by the Institute of Arbitrators and Mediators of Australia.  The cost of mediation shall be borne equally by each party.
  15. Termination. This agreement may be terminated by either party upon seven (7) days written notice in the event that either party substantially fails to fulfil its obligations set out in this agreement.  In the event of termination, the Company shall be paid for all work performed up until the termination notice date.
  16. Non-solicitation. The Company engages with the Client in good faith and on agreed commercial terms. The Client may not solicit or engage the services of the employees of the Company for a period of 12 months from when the services were delivered. Where agreed in writing and subject to reimbursement to the company of a sum equivalent to 10 weeks undiscounted consulting fee, the Client may engage the Company’s employee.
  17. Safekeeping of Equipment. The Client is responsible for the safekeeping of equipment used to provide the Services, whether the equipment is owned by the Company or rented by the Company on behalf of the Client. The Client agrees to indemnify the Company for any loss, theft, damage, or destruction of equipment used to provide the Services, and shall be liable for the total new replacement cost of such equipment that is lost, stolen, destroyed, or damaged beyond repair. Additionally, the Client agrees to abide by the terms and conditions of the Company’s rental equipment supplier(s) for the equipment hired on behalf of the Client to undertake the Services. The Company shall provide the Client with access to these terms upon request.
  18. Subsequent Agreement. Once this proposal has been accepted by the Client, any subsequent agreement between Prensa and the Client which is required to be entered into after the works have commenced and which is predominately for the purposes of receiving payment in accordance with the Client’s procurement processes, does not override the Terms and Conditions contained in this proposal and which have been agreed to by the Client when accepting this proposal and requesting works to proceed.
  19. Procurement Process. Unless specifically agreed otherwise, costs incurred by Prensa in assisting the Client to comply with their internal procurement process after the works have been complete will be charged on an hourly rate basis.