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TERMS OF SERVICE

1. Interpretation

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This agreement is governed by the laws of New South Wales and the parties submit to the non-exclusive jurisdiction of the courts of that state.

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In the interpretation of this agreement:

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  1. References to legislation or provisions of legislation include changes or re- enactments of the legislation and statutory instruments and regulations issued under the legislation;

  2. Words denoting the singular include the plural and vice versa, words denoting individuals or persons include bodies corporate and vice versa, references to documents or agreements also mean those documents or agreements as changed, novated or replaced, and words denoting one gender include all genders;

  3. Grammatical forms of defined words or phrases have corresponding meanings;

  4. Parties must perform their obligations on the dates and times fixed by reference to the capital city of New South Wales;

  5. Reference to an amount of money is a reference to the amount in the lawful currency of the Commonwealth of Australia;

  6. If the day on or by which anything is to be done is a Saturday, a Sunday or a public holiday in the place in which it is to be done, then it must be done on the next business day;

  7. References to a party are intended to bind their executors, administrators and permitted transferees; and

  8. Obligations under this agreement affecting more than one party bind them jointly and each of them severally.

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2. Services

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Geosurv Pty Ltd is to provide the services set out in the Fee Proposal (“services”), together with any other services as agreed between the parties (“additional services”) in accordance with the terms of this agreement.

 

3. Information, documentation and site access

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The parties agree that the Client must:

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  1. make available to Geosurv Pty Ltd all information and documentation requested by Geosurv Pty Ltd that is reasonably required to perform the services;

  2. allow Geosurv Pty Ltd such site access as is reasonably required to perform the services;

  3. Ensure that all information and documentation is accurate, correct and free from errors;

  4. Indemnify Geosurv Pty Ltd for any loss or damage arising from the supply of the inaccurate or incorrect information or documentation;

 

4. Provision of the services

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The parties agree that Geosurv Pty Ltd will:

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  1. Exercise all due care, skill and attention in providing the services;

  2. Ensure that the services are rendered in compliance with any relevant codes, standards and regulations;

  3. Ensure that the services are carried out in a proficient manner by professionally trained and qualified staff;

  4. Comply with all legal requirements as may from time to time apply to the provision of the services; and

  5. Perform the key service responsibilities set out in the Fee Proposal.

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5. Payment and invoicing

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  1. Subject to Geosurv Pty Ltd providing the services and any additional services in accordance with the terms of this agreement, the Client must pay Geosurv Pty Ltd in accordance with the terms of this agreement.

  2. Unless otherwise stated, the Client is required to pay any invoice issued by Geosurv Pty Ltd with respect to provision of the services or additional services within seven (7) days of the date of the invoice.

  3. Geosurv Pty Ltd will require payment of fees prior to the release of plans

  4. If any monies payable by the Client to Geosurv Pty Ltd under this agreement remain unpaid for seven (7) days after the due date then the Client shall pay to Geosurv Pty Ltd interest on those monies at the rate of 10% per annum and calculated from the due date until the date of payment.

  5. If any monies payable by the Client to Geosurv Pty Ltd under this agreement remain unpaid for fourteen (14) days after the due date such failure shall be considered to be a fundamental breach of this agreement by the Client.  Geosurv Pty Ltd reserves its right to commence legal proceedings against the client for recovery of the debt.

 

6. Compliance with directions

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Geosurv Pty Ltd will comply with and will ensure that its employees at all times when providing the services comply with:

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  1. All reasonable instructions and directions of the Client or its employees;

  2. All statutory provisions, regulations, orders and by-laws of any government, municipal or statutory authority which relate to the provision of the services;

  3. Generally accepted standards of good and proper conduct and behaviour; and

  4. The Client’s policies in force from time to time, including its work health and safety policies and procedures.

 

7.  Work health and safety

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Geosurv Pty Ltd will ensure that it and its employees comply with the requirements of all relevant work health and safety legislation or regulations in relation to the provision of the services.

 

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8. Intellectual property

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  1. Geosurv Pty Ltd retains the Intellectual Property Rights created outside the terms of this agreement but otherwise, and subject to the Client complying with its obligations under this agreement, grants to the Client a royalty-free non-exclusive irrevocable license to use such Intellectual Property Rights for any purpose for which the Services are provided.

  2. For the purpose of this clause Intellectual Property Rights means the statutory and other legally enforceable rights relating to trademarks, service marks, trade names, brand or commercial names, discoveries, inventions, patents, designs, circuit or other eligible layouts, copyright, processes, developments, modules and tables, confidential information, trade secrets and all other legally recognised intellectual property rights.

 

9. Confidentiality

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The parties covenant on behalf of themselves and their financial, legal and other advisors that they will keep confidential and not divulge either directly or indirectly to any person any information relating to the business, processes, systems or affairs of the other party which is of a confidential nature or which is not otherwise in the public domain, including the terms of this agreement, save to the extent that the disclosure may be required by statute or may reasonably be required for the purpose of enabling the parties to fulfil their respective obligations under this agreement or as may otherwise be required by law. This clause shall have force after the termination or expiry of this agreement.

 

10. Termination

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  1. This agreement may be terminated by either party in the event of the other party breaching a term of this agreement and failing to remedy the breach within 14 days after having received notice in writing of the breach

  2. Either party may terminate this agreement by written notice to the other party if the other party becomes subject to insolvency proceedings or events

  3. Either party may terminate this agreement upon written notice to the other party if the other party commits a fundamental breach of this agreement within the meaning of this agreement

  4. If such termination is disputed, it shall be dealt with in accordance with the dispute resolution provisions of this agreement.

 

11. Dispute resolution

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  1. If a dispute arises, before any proceeding is commenced the party claiming that a dispute has arisen must give 7 days’ notice to the other party setting out the dispute and seeking discussion and compromise to resolve the dispute.

  2. If, after 7 days the dispute is not resolved then it must be referred to mediation on the same terms as those ordered by the Supreme Court of New South Wales and the costs of the mediation shall be borne by the parties equally.

  3. Notwithstanding the preceding provisions of this clause, Geosurv Pty Ltd must continue to provide the services and perform its obligations under this agreement pending resolution of the dispute.

  4. Nothing in this clause will prevent either party from seeking urgent interlocutory relief.

 

12. Notices

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A notice or other communication to a party must be in writing and delivered to that   party or that party’s practitioner in one of the following ways:

  1. Delivered personally; or

  2. Posted to their address when it will be treated as having been received on the second business day after posting; or

  3. Faxed to their facsimile number when it will be treated as received when it is transmitted; or

  4. Sent by email to their email address when it will be treated as received when it enters the recipient’s information system.

 

13. Relationship of the parties

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The parties acknowledge that this agreement is intended as a contract of service and not any other relationship and, in particular, not the relationship of employer and employee, Client and agent or the relationship of partnership.

 

14. Variations

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  1. Variations of the contract will be charged at standard hourly rates and are described as follows:

    1. Work done outside the scope of above items.

    2. Work done when any of the scope of above items exceeds the quoted number of visits.

    3. Any other visits to site, including but not limited to inductions and stand-downs.

  2. The client shall nominate a person to approve Variations of the Contract, prior to commencement of Variation of the contract works.

  3. The client will accept Variations of the Contract signed by the client’s project personnel and crew in absence of a nominated person to approve Variation of the Contract. 

  4. All variations will be charged at standard hourly rates with a call out fee of a minimum of 4 hours.

 

15. Bookings

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  1. All bookings are to be requested by emailing bookings@geosurv.com.au

  2. All bookings require 2 clear business days (excluding Saturday) notice to confirm attendance of the usual project surveyor.

  3. Cancellation of bookings within 24 hours of site attendance that cannot be filled will incur a call out fee of 4 hours.

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