ST Spatial Pty Ltd (“ST SPATIAL”) provides professional surveying services (“the services”) to the Client (as noted on the quote form) (“the Client”) under a commercial arrangement in accordance with the following Standard Terms and Conditions.

Standard Terms and Conditions

The Client agrees to be bound by and comply with the Standard Terms and Conditions as outlined below.

1. SCOPE OF WORKS; The Client shall provide to ST SPATIAL all necessary information and specifications relating to the Client’s requirements for the project (“Scope of Works”) in writing. The nature and extent of the services which ST SPATIAL provides to the Client shall be determined on the basis of this Scope of Works. The Scope of Works shall be fully documented and agreed upon by ST SPATIAL and the Client prior to the provision of the services. Work outside the scope of work will be considered a variation and priced accordingly and separately
2. OBLIGATIONS; The CLIENT undertakes to ensure that full instructions are given to the Surveyor and are provided in sufficient time to enable the required services to be performed effectively and efficiently without delay to the site or project team, whilst also allowing the COMPANY sufficient time to procure all consumables, equipment, goods, additional services, transport, relocation, travel and accommodation safely and in a timely manner. The COMPANY shall not be liable for the consequences of late, incomplete, inadequate, inaccurate or ambiguous instructions or site plans.
3. PROJECT TEAM; ST SPATIAL will provide a Project Team capable of providing the services specified in the Scope of Works. Members of the Project Team may vary from time to time subject to availability, requirements of other ST SPATIAL projects, leave requirements, specific skill sets applicable to different stages of the project, and other factors which may arise from time to time. The project team shall use all reasonable care and skill in the performance of the services supplied under the contract.
4. RIGHT TO SUBCONTRACT; The Company shall have the right to sub-contract any or all of the services to be provided under the contract, subject to the Clients right to object on reasonable grounds.
5. FEES; The fees for the project will be based upon the hourly and/or fixed rates as agreed in writing between ST SPATIAL and the Client in respect of the provision of equipment, labour and ancillary services. The fees may or may not include expenses or disbursements depending on the scope of the works to be quoted however should additional expenses or disbursements be incurred as part of the supply of services to the Client, the Client shall be notified in writing at the earliest convenience of the Company.
6. OPERATING HOURS; Standard operating hours are between 06:00 and 18:00 Monday to Friday. Unless otherwise agreed between ST SPATIAL and the Client, ST SPATIAL will endeavour to complete all services during standard operating hours. If a situation arises which requires services to be provided outside the standard operating hours, reasonable attempts will be made by ST SPATIAL to gain prior approval from the Client. Where required under the Land Surveyors Award penalty rates will apply for work undertaken on weekends and public holidays.
7. SITE ALLOWANCE; Where applicable and required as part of the site engagement site allowances will be paid by the CLIENT and in a similar manner to all other contractors on site. These costs will be added to the invoice as required.
8. AMENDMENT; No amendment or variation of the ST SPATIAL standard terms and conditions is valid and binding on ST SPATIAL unless it is in writing and signed by a director or other authorised officer of ST SPATIAL.
9. WAIVER; A provision of the ST SPATIAL standard terms and conditions may not be waived except in writing and signed by a director or other authorised officer of ST SPATIAL. No waiver or breach of any provision of the ST SPATIAL standard terms and conditions shall constitute a waiver or breach of any other provision.
10. PAYMENT TERMS; The Client shall pay the fees, including GST without any set-off or counterclaim whatsoever, to ST SPATIAL within thirty (30) days of the date of the ST SPATIAL invoice. Invoices will be submitted by ST SPATIAL on either a weekly, bi-monthly or monthly basis, depending upon the nature of the project.
11. VARIATION TO COSTS; In the event that the Scope of Works for the provision of services is amended, ST SPATIAL shall be entitled to review the value of the fees previously agreed, and the Client shall be obliged to pay all additional costs associated with such amended scope as is agreed in writing between ST SPATIAL and the Client. ST SPATIAL will only accept variation work from the Client’s duly authorised representative. Where not instructed by the Client in writing, the ST SPATIAL works docket shall effect the authorisation that variation works have been carried out as described. Variation charges apply for meetings and/or briefings, calculations, plan checking, issue of RFI’s, field survey work, quality assurance checks and processes, plans and/or sketches, delivery of survey data and filing. The minimum site visit fee will also apply for variations.
12. CHARGE; The Client hereby in favour of ST SPATIAL charges and mortgages with the due and punctual payment of all monies due to ST SPATIAL and the due and punctual and complete performance of all its liabilities and obligations herein or on any account whatsoever all its legal and equitable interest of whatsoever nature held in any real property both present and future and the Client hereby consents to ST SPATIAL lodging a caveat or caveats noting its proprietary interest hereunder.
13. GST; Goods and Services Tax (GST) shall be paid on the ST SPATIAL fees in accordance with the current taxation laws. The amount of GST applicable to the fees will be identified separately in any fee proposal, and all Tax Invoices.
14. OVERDUE PAYMENTS; ST SPATIAL shall be entitled to charge interest on the outstanding fees, the percentage rate being the current Reserve Bank of Australia current Cash Rate plus five (5) per cent. Payment of the interest charges will not relieve the Client of the obligation to pay the outstanding fees. In relation to any Building and or Construction projects, all claims for payment made by ST SPATIAL shall be subject to the Construction Contracts Act 2004 (WA).
15. LEGAL COSTS; All legal costs (on a full indemnity basis), charges, duties and other expenses incurred by ST SPATIAL as a result of the Client failing to perform its covenants and obligations contained herein, shall be paid by the Client to ST SPATIAL.
16. DEFAULT; If the Client defaults in the due and punctual observance of all or any of its obligations or covenants under these terms and conditions, all monies owed by the Client to ST SPATIAL shall become immediately due and payable.
17. COPYRIGHT RETAINED; ST SPATIAL shall retain copyright in all proposals, tenders, documents, drawings, calculations, designs, plans and data (“the Data”) prepared by it in relation to the project, and in any works executed from them. ST SPATIAL also reserves all present and future moral rights in all intellectual property in the Data, and in any works executed or to be executed from them. The Data must not be given, reproduced or disseminated, to any person, public authority, institution or organisation without the express permission of a duly authorised representative of ST SPATIAL.
18. LICENCE TO USE THE DATA; ST SPATIAL shall grant the Client a license to use the Data in connection with the project, conditional upon the following:
    • The licence applies only to the project or that part of the project to which the Data relates;
    • ST SPATIAL has completed the particular stage or stages of the project for which ST SPATIAL has been commissioned; and All fees properly due to ST SPATIAL have been paid.
19. EMPLOYMENT OF ST SPATIAL PERSONNEL Approaches made directly to ST SPATIAL personnel regarding employment opportunities with the Client during the provision of services by ST SPATIAL to the Client, or within 12 months of cessation of those services, would place those individuals in breach of their ST SPATIAL Employment Contracts. Consequently, irrespective of which party initiates discussions in this regard, the process for determining an equitable outcome for all parties shall be as follows:
    • Should the Client wish to make an Employment Offer to an ST SPATIAL employee, direct contact in the first instance should be made with the Director of ST SPATIAL responsible for that project.
    • The ST SPATIAL Director will then act as the point of liaison between the Client and the respective ST SPATIAL employee in relation to the offer, as well as in relation to the logistics of the transfer of employment should the offer be accepted.
    • The Client shall acknowledge that ST SPATIAL develops and trains its employees to a high standard in order to provide the highest level of service to its Clients. Accordingly, should any offer of employment by the Client to an ST SPATIAL employee be accepted, the Client shall recompense ST SPATIAL to the value of 50% of the total remuneration package offered and accepted by the employee.
20. DISPUTE RESOLUTION; In the event of a dispute between the parties, either party may serve a notice on the other detailing matters of dispute and requiring that senior representatives of each party meet and attempt to settle the dispute within five (5) working days. If the dispute is not settled by the senior representatives within ten (10) working days of the service of the notice, the parties shall agree to refer the dispute to mediation by a single mediator. Either party may initiate mediation, the costs of which shall be shared equally by the parties. If the parties cannot agree upon the identity of the mediator, the dispute shall be referred for mediation to a mediator nominated by the Institute of Mediators and Arbitrators. In the event that mediation is not successful the parties will submit the dispute to arbitration within 28 days of the notification of dispute, the arbitrator will not be the same person as the mediator. This clause shall survive termination of the contract.
21. TERMINATION; ST SPATIAL may terminate the Agreement entered into with the Client:
    • If the Client defaults in the due and punctual observance of all or any of its obligations or covenants under that Agreement
    • In the event of monies payable to ST SPATIAL pursuant to these terms and conditions being outstanding for more than thirty (30) days;
    • In the event of any other breach by the Client of its obligations under such Agreement, which breach is not remedied within (30) days of written notice from ST SPATIAL requiring the breach to be remedied;
    • In the event the Client requires ST SPATIAL to act unlawfully or unethically, or fails to provide an adequate Scope of Works and associated instructions; and
    • Upon giving the Client thirty (30) days written notice of its intention to do so.
    • The Client may terminate its obligations under any Agreement entered into with ST SPATIAL:
    • In the event of a breach by ST SPATIAL of its obligations under such Agreement, which breach is not remedied within thirty (30) days of written notice from the Client requiring the breach to be remedied;
    • Upon giving ST SPATIAL thirty (30) days written notice of its intention to do so.
    • If the Agreement is terminated by either party, the Client is still obligated to pay all monies owed to ST SPATIAL for services performed up to and including the date of termination pursuant to these terms and conditions as well as for the costs incurred by ST SPATIAL in relation to demobilising personnel and equipment from site.
22. PROJECT SITE; The project site must be prepared by the Client prior to any survey works commencing. Any delays or rescheduling costs incurred will be an additional charge under the terms and rates herein. Specifically, the Client must ensure that the working area is safe, clear, dry, clean and free of materials, plant and equipment, and above all, is a safe and healthy working environment and that any potential dangers are communicated to ST SPATIAL before entry to the site. Any delays or rescheduling costs incurred will be an additional charge under the terms and rates herein. ST SPATIAL shall not provide; Specialised training, EWP’s, lifting equipment or
    plant, traffic management, confined space emergency crews, technical access, task lighting, scaffold, stairs or the like on the
    designated project site.
23. NO WARRANTIES; Notwithstanding anything contained herein the Client acknowledges that no representation, warranty or condition, express or implied, is given by ST SPATIAL that the services provided comply with the rules, regulations, laws and legislation of the place where the services are being provided and ST SPATIAL will not be liable under any circumstance for any claims, losses or damages of any kind whatsoever (including but not limited to any indirect, special or consequential damage or injury to any person, corporation or other entity) by reason of or arising out of the services not complying with such rules, regulations, laws and legislation,
    or by reason of or arising out of any inaccuracy, error or omission in the information provided by or to ST SPATIAL.
    Where the Competition and Consumer Act 2010 and other laws imply conditions or warranties in certain contracts and also give parties to those contracts certain other rights against suppliers of goods and services, to the extent that it is not lawful or possible to exclude them, then such conditions, warranties or other rights shall (but only to the extent required by law) apply to these terms and conditions and all other conditions, warranties or rights which might but for this provision be implied are hereby expressly excluded. Where the law implies any term or warranty into these terms and conditions which cannot be excluded, then the liability of ST
    SPATIAL for any breach of such term will be limited to either supply of the services again or payment of the cost of having the services re-supplied (as ST SPATIAL may determine).
24. JOINT AND SEVERAL LIABILITY; If the Client comprises two or more parties each of those parties is jointly and severally liable on the covenants and obligations herein.
25. LIABILITY; The Company shall be under no liability whatsoever to the Client for any loss, damage, delay or expense of whatsoever nature, whether direct or indirect and howsoever arising UNLESS same is proved to have resulted solely from the negligence, gross negligence or wilful default of the Company or any of it employees or agents or sub-contractors. Further the Company shall not be liable for any loss of or damage to equipment or other items placed at its disposal by or on behalf of the Client however such loss or damage occurs.
26. JURISDICTION; The relationship between ST SPATIAL and the Client shall be governed and construed in accordance with the laws of Western Australia and the parties shall submit to the jurisdiction of the Courts of Perth, Western Australia.
27. GENERAL; If any part of these terms and conditions become void or unenforceable then that part shall be severed to the intent that all parts that are not void or unenforceable shall remain in full force and effect. None of the terms and conditions will merge in or upon the execution of this or any other agreement, document, act, matter or thing and will continue to remain in full force and effect for so long as is necessary to give effect to these terms and conditions.
28. INCONSISTENCY; Where there is any inconsistency between these terms and conditions and any of the Client’s terms and conditions,
    the terms and conditions herein prevail.

Definitions

“Contract” means the legally binding agreement between the Client and the Company on the Scope of Works to be supplied for the fees outlined in the quote under the terms and conditions outlined below

“Scope of Work” means the complete written outline of the services to be provided under the contract between the Client and the Company.

“Variation” means a change to the initial priced Scope of Works requested by the Client in writing or otherwise, to which additional fees have been incurred by the Company in the supply of the services.

“Project Team” means the employee/s of the Company supplied under these conditions that include but are not limited to: Licenced
Surveyors, Engineering Surveyors, Draftsmen, Survey Technicians, Survey Assistants, Administration Staff and associated subcontractors as required to fulfil the obligations of the Scope of Work as determined as necessary by the Directors of the Company.

“Draftsman” is the draftsman trading/supplied under these conditions

“Surveyor” is the surveyor trading/supplied under these conditions.

“The Company” is the company trading and supplying services identified as ST Spatial Pty Ltd under these conditions.

“Agreement” means the terms and conditions set out below.

“Client” is the party or representative of the party at who’s request or on whose behalf the Surveyor undertakes Surveying/Drafting services.

“Report” means any report or statement supplied by the Surveyor/Draftsman to the client in connection to services requested under these conditions.

“Expenses” means all reasonable costs incurred for; imagery, reproductions, diagrams, sketches, printing, government charges, searching, data licencing, applications, lodgement, clearance and transmission fees incurred as a result.

“Disbursements” means all reasonable costs incurred for; travel, transfers, subsistence, accommodation, meals, allowances, consumables, freight and other associated costs related to the completion of the services requested by the Client.

“Fees” means the fees charged by the Company to the Client and includes any value added tax where applicable plus any associated
expenses and disbursements.