You can accept this fee proposal by signing the acceptance form sent to you. If you do not sign the acceptance form but nevertheless instruct us to begin work you acknowledge that you have by your actions accepted this fee proposal and our terms of engagement. Once accepted, the fee proposal and terms of engagement in this letter will constitute the agreement between us in respect of our services.
In this agreement a reference to “you” or “your” includes a reference to the company or organization that you represent.
This agreement and other private information about our respective businesses is confidential. Each party must keep the confidential information of the other party secret and must protect and preserve its confidential nature and not use it or disclose it to any other person except with written consent of the other party or to the extent necessary to comply with the law or obtain professional advice, and/or to provide the services.
By accepting this fee proposal, you have provided your personal information to Ratio and are subject to the Ratio Privacy Policy. We use your personal information for business purposes, including providing services to you, communicating with you about our services, events, surveys and other promotional activities. We may disclose your personal information to third party service providers acting on our behalf: communication services, CRM (customer relationship management system), IT and web hosting service providers, mailing houses, couriers, legal advisers, accountants, advertising agencies etc., and where required or authorised by law. In addition, there may be instances where some of our third-party service providers hold or disclose your Personal Information outside of Australia. You may access your personal information or unsubscribe from our mailing/marketing lists at any time by contacting us in writing. You can find out more about our privacy policy at the following link: http://www.ratio.com.au/privacy-policy
Obligation to pay our fees: You promise to pay our fees on time and in full in accordance with this agreement. You acknowledge that our fees are not success fees and that our fees are payable in full even if you are unsuccessful in obtaining planning approval.
Timing of payment: Payment is due within 14 days of invoice date. Progress accounts will be rendered monthly as deemed appropriate by us. Late payment will incur interest at a rate of 1.5% per month until the date of payment and must be paid at the same time as the relevant invoice. If accounts are 60 days or more outstanding we may, without prejudice to our rights, suspend or cease work until payment in full is received. Our staff are obliged to comply with our cease work policy.
GST: You must pay GST on a taxable supply made to you in addition to our fees (excluding GST) at the same time and in the same way as you are required to pay our fees.
Standard and timing of services: We will ensure that all services are delivered with due care and skill and in a professional manner. We will provide all services on time provided that you promptly provide us with the necessary information, instructions and feedback. We are not responsible for any delays caused by you or by third parties or by events beyond our reasonable control.
Ownership of our work: Subject to payment of our fees in full you will own the intellectual property rights in and to work created specifically for you under this agreement. Until such time as our fees are paid in full you acknowledge that we own the intellectual property rights in our work and that you have no right to use, and will not use, our work until you have paid our fees in full. Nothing in this agreement affects our ownership of our background intellectual property (i.e. our proprietary material not created specifically for you). Subject to payment of our fees, we grant you a royalty-free non-exclusive licence to use our background intellectual property to the extent necessary for you to enjoy the benefit of our work. You agree that we may use work product owned by you for internal business purposes.
Our liability to you: If any of the consumer guarantees in the Australian Consumer Law apply to our services we limit our liability, at our discretion, to the supply of the relevant services again or the payment of the cost of having those services supplied again. Our liability to you for breach of agreement, negligence, breach of statutory duty or any other cause of action (other than a breach of an applicable consumer guarantee) is limited, regardless of how that liability is caused, in aggregate to the total fees paid by you for the relevant services. In no circumstances will we be liable for indirect or consequential losses including without limitation any holding costs, loss of profits or loss of opportunity.
Our liability for third parties: We are not responsible or liable for the actions or decisions of local government or for the actions of third parties including without limitation architects and other service providers engaged by you or by others on your behalf. We are not responsible or liable for errors in plans, specifications, documentation or other advice or material not prepared by us. Further, we cannot and do not warrant or guarantee the successful outcome of any planning application or report prepared as there are variables outside of our control.
Termination:We may at our discretion suspend or terminate this agreement if you fail to give us adequate and timely instructions or if you are insolvent or have ceased or are about to cease carrying on business. If the services are terminated then, without prejudice to our rights under this agreement or at law, you must immediately pay all applicable fees and all reasonable costs and expenses incurred by us up to the termination date. Upon receipt of payment we will deliver to you all work product produced up to the date of termination. If you choose to terminate this agreement for any reason, you agree that any work carried up to the date of termination is due and payable in accordance with the terms of this agreement.
