Terms and Conditions of Engagement
Terms and Conditions of Engagement
Confluence Environmental Pty Ltd
1. DEFINITIONS
1.1. Agreement means these Terms and Conditions, together with any Proposal, Quotation, Scope of Work or document issued by Confluence Environmental Pty Ltd ("Confluence Environmental") and accepted by the Client, forming the entire contractual understanding between the parties.
1.2. Client means the individual, entity or organisation (including representatives or agents) requesting services from Confluence Environmental. Where more than one party is the Client, each party is jointly and severally liable.
1.3. Services refers to the professional, consulting, technical, fieldwork, testing, and reporting services provided by Confluence Environmental as detailed in any agreed proposal or scope of work.
1.4. Personnel includes employees, subcontractors, consultants, agents and other representatives engaged by Confluence Environmental to perform part or all of the Services.
1.5. Deliverables means all documents, reports, designs, data, findings or other materials prepared by Confluence Environmental in connection with the Services.
1.6. Site means the location at which the Services are carried out or assessed.
1.7. GST refers to the Goods and Services Tax as defined by the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
1.8. Force Majeure Event includes acts of God, natural disasters, pandemics, war, terrorism, industrial disputes, supply chain disruptions, and other unforeseen circumstances beyond the control of the affected party.
2. ACCEPTANCE
2.1. The Client agrees to these Terms by signing a quotation or scope of works, issuing a purchase order referencing Confluence Environmental’s proposal, or otherwise instructing Confluence Environmental to commence work.
2.2. Any additional or conflicting terms proposed by the Client in a purchase order or correspondence shall be excluded unless explicitly accepted in writing by Confluence Environmental.
2.3. Variations to Services or this Agreement must be agreed in writing, and may result in additional charges or amended delivery timeframes.
3. SCOPE AND DELIVERY
3.1. Confluence Environmental will perform the Services with due care and skill in accordance with relevant industry standards, codes of practice, and applicable laws in New South Wales.
3.2. Unless otherwise specified, Deliverables are prepared exclusively for the Client and for the specific purpose stated in the proposal. No third party may rely on the Deliverables without Confluence Environmental’s prior written consent.
3.3. Work will generally be undertaken between 7:00am and 5:00pm, Monday to Friday, excluding public holidays. Work outside these hours will attract additional rates and must be arranged in advance.
3.4. Confluence Environmental reserves the right to subcontract part or all of the Services. Confluence Environmental remains responsible for the performance of its subcontractors.
4. CLIENT RESPONSIBILITIES
4.1. The Client must provide all necessary access, documentation, approvals and cooperation required to allow Confluence Environmental to complete the Services. This includes up-to-date site-specific safety information and hazard registers.
4.2. The Client must ensure the Site is accessible and safe, and all relevant underground services or hazards (e.g., asbestos, contaminated soil, utilities) are disclosed and clearly marked. Confluence Environmental shall not be liable for damage or delay arising from undisclosed site risks.
4.3. The Client is responsible for obtaining and maintaining all necessary permits, licences, authorisations and consents for the Services.
4.4. The Client must maintain appropriate public liability and property insurance throughout the duration of the Services.
4.5. The Client agrees not to act upon or disseminate draft reports or preliminary findings and acknowledges that only final, written Deliverables constitute Confluence Environmental’s advice.
5. FEES, PAYMENT, AND VARIATIONS
5.1. All fees are exclusive of GST unless expressly stated. Quotes are valid for 30 days and are subject to change if scope is amended or additional work is required.
5.2. Confluence Environmental may invoice monthly, upon completion of stages or milestones, or at project completion. Payment is due within 14 days of invoice date. Failure to pay your invoice on time will result in an additional 1.5% interest charge per week.
5.3. Interest of 5% above the Reserve Bank of Australia base rate applies to overdue accounts. Confluence Environmental may also suspend Services until outstanding payments are made.
5.4. The Client must not withhold or set off payments without prior written agreement. Payments are applied first to interest or fees, then to outstanding amounts.
5.5. Variations requested by the Client or arising from unexpected site conditions (e.g., contamination, restricted access) will be quoted separately and added to the agreed fee upon approval. Where urgent or necessary for safety or compliance, such works may proceed with verbal or written consent.
5.6 Title and licence to use the Deliverables does not transfer to the Client until full payment is received. Confluence Environmental reserves the right to withhold or revoke use of Deliverables if invoices remain unpaid.
5.7 If Confluence Environmental incurs legal or debt recovery costs in collecting overdue payments, the Client agrees to reimburse such costs on an indemnity basis.
6. CANCELLATION AND DELAYS
6.1. Cancellations must be received in writing. The following cancellation fees apply:
a) 100% of the quoted fee for same-day cancellation;
b) 75% for cancellations on the previous working day;
c) 50% for cancellations within three working days.
6.2. If Services are delayed due to the Client, weather, or other external causes, Confluence Environmental may charge stand-down or return-to-site fees at standard hourly rates.
6.3. Either party may terminate this Agreement with 30 days’ written notice. Immediate termination may apply if the other party is in breach, insolvent, or fails to meet its obligations. The Client must pay for all Services performed up to the termination date.
7. NON-SOLICITATION OF CONFLUENCE ENVIRONMENTAL PERSONNEL
7.1 The Client must not offer employment or engage in any capacity any employee, consultant, agent or partner of Confluence Environmental or induce any such person to terminate their employment with Confluence Environmental for the duration of this agreement and for a period of 12 months after termination or expiry of this agreement.
7.2. If the Client breaches clause 7.1 the Client must pay Confluence Environmental liquidated damages equal to 50% of that person’s annual remuneration or payments received from Confluence Environmental over the course of 12 months. The Client acknowledges that it is difficult to assess accurately the damage Confluence Environmental may suffer if the Client breaches clause 7.1 and that the liquidated damages constitute a genuine pre-estimate of such loss.
8. WARRANTIES AND LIMITATION OF LIABILITY
8.1. Confluence Environmental warrants that the Services will be provided with due care and in accordance with applicable laws and professional standards.
8.2. No warranties are given beyond those required by law. To the extent permitted, all other warranties (express or implied) are excluded.
8.3. Liability for breach is limited to re-performance of the Services, or refund of the fee paid for the affected portion of the work.
8.4. Confluence Environmental is not liable for indirect, incidental or consequential loss, including loss of profit, income, production, data or business opportunity, arising from or in connection with the Services.
8.5. The Client agrees to indemnify Confluence Environmental against all claims, damages, costs or losses arising from:
a) Reliance by third parties on the Deliverables without written consent;
b) Use of the Services or Deliverables outside the original scope or purpose; or
c) Breaches of this Agreement by the Client.
9. INSURANCE
9.1. Confluence Environmental holds Professional Indemnity insurance of not less than $5 million, and Public Liability insurance of not less than $10 million.
9.2. Proof of insurance can be provided to the Client upon request. Confluence Environmental will use reasonable efforts to maintain these policies during the performance of the Services.
10. INTELLECTUAL PROPERTY
10.1. All intellectual property rights in reports, data, designs, software, and documents created in connection with the Services remain the property of Confluence Environmental unless otherwise agreed in writing.
10.2. The Client is granted a non-exclusive, non-transferable licence to use Deliverables for internal purposes only, and only for the project or scope for which they were created.
10.3. The Client must not distribute, alter or reuse the Deliverables for other projects or share them with third parties without written consent from Confluence Environmental.
10.4. Any intellectual property provided by the Client to Confluence Environmental for use in the Services remains the Client’s property. The Client grants Confluence Environmental a licence to use such material as needed to perform the Services.
11. CONFIDENTIALITY AND PRIVACY
11.1. Both parties agree to treat all information received in connection with this Agreement as confidential and not disclose it to third parties without prior consent, unless required by law.
11.2. Confluence Environmental will take reasonable steps to protect any personal information provided by the Client and handle it in accordance with the Privacy Act 1988 (Cth) and any applicable state laws.
12. FORCE MAJEURE
12.1. Neither party will be liable for any delay or failure to perform its obligations due to events beyond its reasonable control.
12.2. The affected party must notify the other promptly and take reasonable steps to minimise the impact. If the Force Majeure Event continues for more than 60 days, either party may terminate the Agreement with 14 days’ written notice.
13. DISPUTES
13.1. In the event of a dispute, the parties must first attempt to resolve the issue in good faith through direct negotiation.
13.2. If the dispute is not resolved within 14 days, the parties agree to refer the matter to mediation before commencing court proceedings.
14. GOVERNING LAW
14.1. This Agreement is governed by the laws of New South Wales, Australia.
14.2. The parties submit to the exclusive jurisdiction of the courts in that state.
15. GENERAL
15.1. No failure to enforce any provision of this Agreement shall constitute a waiver.
15.2. If any part of this Agreement is found to be invalid or unenforceable, the remaining provisions remain in full force and effect.
15.3. Notices under this Agreement must be in writing and delivered in person, by post, or by email to the parties’ last known address.
15.4. The Client may not assign or transfer this Agreement without Confluence Environmental’s prior written consent.
15.5. This Agreement represents the entire understanding between the parties and supersedes all previous agreements, whether oral or written.