Terms and Conditions
These terms and conditions govern the contract between Platypus Technical Consultants Pty Ltd (“Platypus ”, “us” or “we”) and the client named on the Scope of Works (“Client” or ‘you”) for the supply of Services and/or Good as specified in the Scope of Works.
By signing the Scope of Works and making payment of the first invoice:
(a) engages Platypus to carry out the Services specified in the Scope of Works; and
(b) agrees to all terms of the Contract.
If you continuing to engage Platypus to provide the Services, beyond the initial Scope of Works, you agree that the terms of the Contract will continue to apply.
Platypus will provide the Services specified in the Scope of Works. The Scope of Works specifies the Services, which may vary as follows:
- Engineering design;
- Engineering advice;
- Data analysis;
- Hardware development;
- Software development;
- Document review;
- Report/paper/document preparation;
- any combination of the above.
Services will comply with relevant codes, standards and specifications required under applicable law.
(a) If the Scope of Works contains timelines for the provision of Services, unless both parties specifically agree otherwise in writing, the dates contained in the estimate are indicative dates intended for planning and quotation purpose only and are not contractually binding.
(b) Platypus will take all reasonable steps to provide the Services in accordance with the timelines set out in the Scope of Works.
(c) Any estimates of time for completion of the Services are made on the basis that Platypus receives all information and co-operation from you that are required to be able to carry out the Services.
(d) Platypus will not be liable for any failure or delay in performing the Services if that failure or delay arises from anything beyond the reasonable control of Platypus.
(e) Platypus agrees to keep the Client informed of any changes to the estimated time for completing the Services.
1.2. Changes to the Services
Either of the parties may request changes to the Services specified in the Scope of Works. If such a request is made, the parties will confer regarding any revision to the fees and timing of the services as a result of the requested change. If required, Platypus will issue a revised Scope of Works.
1.3. Information required to deliver Services
You agree to provide in a timely fashion all information, data and documents required to enable Platypus to provide the Services. Platypus will not be liable for any loss or damage arising from any inaccuracy or other defect in any information, data or documents supplied by you.
1.4. Research, development and experimentation
You acknowledge that, by their nature, research, development and experimentation are activities that have uncertain outcomes. Platypus cannot warrant the outcome of Services based on research, development or experimentation activities, but will execute such activities to the agreed end point. The Client is liable for fees and charges even if the outcome of Services based on research, development, or experimentation activities are not foreseen or favourable to the Client.
2. Fees and Payment
As consideration for providing the Services, the Client will pay the fees specified in the Scope of Works (“Fees”) via an accepted payment method identified on the footer of the invoice.
Additional fees may be charged under term 2.4.
2.1. Estimated Hourly Fees
When an item in the Scope of Works specifies a number of hours for that Service, this is an estimate of the fee of the Services. Platypus will invoice the Client for the actual time taken to deliver the Services upon completion of the Services.
If Platypus ascertains that a greater number of hours of work is required to deliver the Services than is estimated in the Scope of Works, then Platypus will notify the Client as soon as practicable and provide a revised Scope of Works.
(a) Platypus, upon acceptance of the Scope of Works will require payment of the first invoice. The first invoice is non-refundable. Platypus may, in its discretion, refund the first invoice to the Client on hardship grounds, less any restocking or handling fees.
2.3. Unexpected work and expenses
The Fees are based on the scope of works specified in the Scope of Works, and assumes that you will provide the information, data and documents in accordance with clause 1.3. If you do not provide the expected information, data or documents, or otherwise fulfil your obligations under the Contract, and this results in additional work for Platypus, we may charge additional fees to cover the unexpected work.
Many of the Services provided by Platypus involve research, development, design, experimentation or commissioning. The nature of these Services is unpredictable and may incur expenses not included in the Scope of Works (e.g. document purchase or copying, equipment or parts, subject payments).
You agree to pay all expenses reasonably required to deliver the Services.
When unexpected expenses are encountered, Platypus will notify you and provide a Scope of Works prior to incurring the expense. Where there are multiple options, Platypus will provide you with quotations of the options we consider to be suitable solutions, as well as our advice regarding those options. We will then seek your instructions on which option to pursue.
2.5. Payment of invoices
Platypus will issue invoices in accordance with the Scope of Works. We reserve the right to issue tax invoices at more or less frequent intervals. All tax invoices will be due for payment by the date indicated on the tax invoice. Platypus retains the right to charge interest on tax invoices which are not paid by the due date. Interest will be calculated daily at a rate of 2% above the rate prescribed from time to time by law.
2.6. Goods and Services Tax (GST)
The fees and charges referred to in the Contract are exclusive of GST, unless stated otherwise.
3. Term and termination
This Contract will apply from the date that you ask us to proceed with the Services or pay the first invoice. That date will be the “Commencement Date”. The Contract will continue until it is terminated in writing by either party on in accordance with the terms set out below.
The Contract may be terminated by either party by providing 2 weeks’ written notice. If the Contact is terminated prior to completion of the Services, Platypus shall be entitled to be paid for work that has been carried out or for where expenses have been incurred up to the date of termination, and will issue an invoice for that sum to which the payment terms in 2.5 apply.
Both parties agree to take reasonable steps to maintain the confidentiality of any proprietary or confidential information of the other.
We understand the importance of protecting the privacy of your personal information. In handling personal information, we comply with the Privacy Act 1988 (Cth) (Privacy Act), as amended from time to time, and with the 13 Australian Privacy Principles.
5.1. Your personal information
To provide the Services, Platypus may seek, receive and collect information from the Client that is personal or sensitive. Platypus will take reasonable steps to ensure that personal and sensitive information that it holds is up to date. We may use or disclose the information we hold about you for any of these purposes:
- Provide the Services to you,
- A secondary purpose, only if you would reasonably expect us to use or disclose the information for that secondary purpose,
- Providing information to our insurers, or prospective insurers,
- A purpose required by law, or
- In seeking a remedy against you.
Platypus is not liable for the use of personal information once it is properly disclosed to another party.
5.2. Third Party personal information
Some of the Services we provide involves research and collection of data from experimental subjects. Platypus will not collect data from an experimental subject without written informed consent from the subject. Identifiable data collected by Platypus Technical from an experimental subject will not be provided to third parties without written informed consent from the experimental subject.
If you provide us with personal or sensitive information or data about or provided by a third party, you represent that you:
- have authority to do so,
- have informed consent from the third party about how their information may be used by Platypus, and
- have informed the third party how they may gain access to information held about them by Platypus.
The Client acknowledges that email is not a secure method of communication and that delivery is not guaranteed. Both parties agree to take reasonable steps to ensure that emails, and their attachments, are free of malicious software and to use good information security practice in the transmission of personal or confidential information.
6. Intellectual property
Copyright and other intellectual property rights of all materials, data, tools, equipment, reports, designs, specifications, methods, software, practices, ideas, concepts, techniques, and other documents generated, written or prepared by Platypus shall remain the property of Platypus, unless otherwise agreed in writing by the parties.
7. Limitations of liability and exclusions
Platypus will use a level of reasonable skill and care in the provision of the Services that would be expected by practitioners in the science and engineering professions.
Platypus will provide the Services for the purpose advised to us by the Client, to the extent that this is reasonable and possible (noting the experimental nature of some of the Services). Platypus does not warrant that reports, software, designs, specifications or other advice provided by us are suitable for any other purpose that the Client uses them for. Platypus does not warrant that equipment designed or manufactured commissioned by us is suitable for any purpose that the Client will use that equipment for, outside of the scope of the Services.
In the provision of some services, Platypus will source products from third parties. If this is required, you will be invoiced for this expense and advised that the product is manufactured by a third party. Platypus does not warrant products (e.g. equipment, calibrations, repairs) or services provided by third parties in relation to the Services.
The Client agrees to indemnify Platypus in relation to all claims, actions, demands, proceedings, liabilities, damages, amounts, costs and expenses (including legal costs and disbursements on a solicitor and own client basis) arising, paid, suffered or incurred by you (directly or indirectly) as a result of:
(a) how you use advice or information provided by Platypus outside of the purpose of the advice or information outlined in the Scope of Works; and/or
(b) products or services provided by third parties.
8. Governing law and jurisdiction
All aspects of the Services and the Contract are governed by, and construed in accordance with, the laws of the Australian Capital Territory in which this Terms and Conditions is issued and the parties irrevocably submit to the exclusive jurisdiction of the Courts of the Territory.