Standard Terms & Conditions – 2Survey / 2Spatial Pty Ltd
(2Survey Pty Ltd ACN 614 460 605 or 2Spatial Pty Ltd ABN 56 679 119 003, each referred to as “the Consultant” depending on which entity is party to the Agreement)
- Amendment and Waiver
1.1 No amendment, waiver or variation of these Terms is valid unless made in writing by an authorised representative of the Consultant.
1.2 A waiver of any breach of these Terms is not a waiver of any other breach.
- Order of Precedence
In the event of any conflict between the documents forming the Agreement, the following order of precedence applies:
- The Submission Particulars, including any Special Project Conditions.
ii. These Standard Terms and Conditions.
iii. Any Purchase Order issued by the Client.
iv. Any other document validly executed in accordance with clause 1.1 above. - Jurisdiction
This Agreement is governed by the laws of the State or Territory in which the services are being delivered, and the parties submit to the exclusive jurisdiction of the courts of that State or Territory and any court that may hear appeals from those courts.
- Scope of Works
4.1 The Client must provide all information necessary to define the Scope of Works.
4.2 The services provided will be based on the Scope of Works and must be documented and agreed by both parties prior to commencement.
- Authority to Engage
Any person who engages the Consultant on behalf of another entity confirms that personal liability is not waived and agrees to be responsible for payment should the relevant entity fail to pay any amounts due.
- Variations
6.1 Where the Scope of Works is amended, the Consultant may review and adjust the agreed fees.
6.2 Only written instructions from the Client’s authorised representative will be accepted as variations.
6.3 Where no written instruction is provided, a signed Client Day Sheet (written or electronic) will constitute authorisation of the variation. Minimum charges apply to variation works, including meetings, calculations, plan checking, RFIs, surveying, QA processes, documentation and delivery of data.
- Site Inductions and Training (Fixed Price Work)
7.1 Unless expressly included in the Submission Particulars, no allowance is made for site-specific inductions or training.
7.2 All such costs will be borne by the Client, with Consultant time charged at the applicable hourly rate.
- Project Site
8.1 The Client must prepare and maintain safe access to the site. Any delays or rescheduling caused by site issues will be charged in addition.
8.2 The Client must ensure the working area is safe, clean, and free of obstructions.
8.3 The quoted price assumes unrestricted access. Any delay will be charged in accordance with the Schedule of Rates.
- Project Team
The Consultant will allocate suitably qualified personnel but may vary team members from time to time as required.
- Operating Hours
10.1 Standard hours: 06:00 – 18:00 Monday to Friday.
10.2 A minimum site visit fee of four (4) hours applies.
10.3 Services outside standard hours may incur increased rates and a 50% loading for weekends, public holidays and night works.
10.4 The Consultant is not liable for delays caused by weather or other circumstances beyond its control.
- Fees
All services are charged at the agreed fixed or hourly rates and include labour, equipment and ancillary services.
- Estimates and Quotations
12.1 Cost estimates are indicative only. Final fees may vary depending on site conditions, government requirements or additional work.
12.2 Quotes are specific to the Client’s instructions at the time of issue and will form part of the Scope of Works.
- Disbursements
13.1 The Client must reimburse direct costs reasonably incurred (e.g. consumables, travel, accommodation, search fees, data licences, materials).
13.2 Disbursements supplied by the Consultant will be charged at cost + 10%.
- GST
All fees are exclusive of GST. GST will be shown separately on invoices.
- Payment Terms
15.1 By accepting the Submission Particulars, the Client authorises the Consultant to proceed and agrees to pay all fees.
15.2 Payment must be made within the timeframe specified in the Submission Particulars.
15.3 Invoices will be submitted fortnightly or at the Consultant’s discretion.
15.4 Advance payments may be required for significant outgoings.
15.5 Credit card payments will incur a 1.5% surcharge.
15.6 Interest may be charged on overdue amounts at the NAB 30 Day Bank Bill Rate + 5%.
- Schedule of Rates Review
16.1 Rates are reviewed every six (6) months (March and September).
16.2 Increases may be applied based on CPI or a minimum of 5%.
- Exclusions
Unless expressly included, these Terms do not cover:
- Liquidated or general damages
- Defects liability
- Retention or security
- Cadastral surveying services (e.g. identification or boundary reinstatement surveys)
- Copyright
All documents, drawings, designs and data remain the Consultant’s intellectual property. They may not be reproduced or shared without written permission.
- Licence to Use Data
A licence to use the Data is granted only when:
i. It relates to the specified project;
ii. The relevant stage of work is completed; and
iii. All fees have been paid.
- Employment of Consultant’s Personnel
Any employment offers made to the Consultant’s personnel during, or within 12 months of, this Agreement must be discussed through the Project Manager. If an offer is accepted, the Client must compensate the Consultant an amount equal to 50% of the employee’s total remuneration package.
- Indemnity
The Client acknowledges that satellite and GPS networks are external systems beyond the Consultant’s control and indemnifies the Consultant from any delay or loss arising from their unavailability.
- Contract Extension
The Client must provide 30 days’ written notice if services are to continue beyond the original contract period.
- Dispute Resolution
Any dispute must first be referred to senior representatives of each party. If unresolved within 10 business days, the matter will be referred to mediation. The mediator will be agreed jointly or, failing agreement, nominated by the Chair of the Surveyors Board of Queensland.
- Termination
By the Client:
- for Consultant breach (not remedied within 14 days of written notice); or
- with 60 days’ written notice.
By the Consultant:
- immediately if fees are unpaid for more than 14 days;
- for any breach by the Client (unremedied within 14 days of written notice);
- if the Client requires the Consultant to act unlawfully or fails to provide an adequate Scope of Works; or
- with 60 days’ written notice.