General Conditions

These General Conditions form part of the Agreement, together with the Quote / Scope of Services. They are intended to remain “set-and-forget”; all project-specific figures (fees, rates, milestones, grace periods, etc.) are set out in the Quote.

1. Definitions

   1. Agreement: These General Conditions plus the Quote / Scope of Services (including any schedules or special conditions).
   2. Client: The party named as “Client” in the Quote (and its successors and permitted assigns).
   3. Consultant: Oranik Consulting Engineers Pty Ltd (ABN 69623484248).
   4. Services: The structural and/or civil engineering services described in the Scope.
   5. Variation: Has the meaning given in Clause 4.

2. Entire Agreement

   1. This Agreement supersedes all prior negotiations and correspondence. If there is any inconsistency, special conditions in the Quote take precedence over these General Conditions.

3. Scope and Revision Limit

   4. The number of coordinated design revisions and included site visits are as stated in the Quote. Additional revisions or changes that depart from the approved design intent are Variations under Clause 4. Where the Quote lists an item with a capped-hours allowance, work beyond that cap is also a Variation.

4. Variations

   1. Definition: A Variation includes additional design revisions, work exceeding a capped-hours allowance, or changes requested by the builder, architect, or required for compliance.
   2. Authorisation: We confirm scope, fee, and time impact of Variations by return email before starting.
   3. Pre-payment: All Variation fees must be prepaid unless otherwise agreed in writing.
   4. Site visits: Unscheduled site visits and certification requests are treated as Variations and must be prepaid.

5. Fees & Payment

   1. Commercial Terms: Fees, rates, and milestones are in the Quote.
   2. Out-of-Scope Expenses: Billed at cost +10% and payable per the Quote.
   3. Late Payment: Unpaid amounts may result in suspension of services, interest charges as per the Quote, and recovery of debt-collection costs.
   4. Delay/Remobilisation: If the Client delays any design response or input by over six weeks, we may issue a progress claim and charge a remobilisation fee.

6. Intellectual Property

   1. Copyright remains with the Consultant. A non-transferable, project-specific licence is granted upon full payment.
   2. Licence suspension applies for non-payment until all amounts are paid in full.

7. Liability and Reliance

   1. Cap: Liability is limited to AUD 5,000,000 or five times the fees paid, whichever is lower.
   2. Exclusions: Consequential or indirect loss is excluded. Liability is proportionate to our share of responsibility.
   3. Reliance: We may rely on information provided by the Client without independent verification.

8. Site and Safety

   1. We are not responsible for construction means, methods, sequencing, workmanship, or site safety; these are the builder's and PCBU’s responsibility.
   2. Certificates: Certificates in the Quote are Design Compliance Certificates only. Construction-stage certificates are treated as Variations.
   3. Peer Review: Peer Reviews are limited to documents supplied and do not include redesign or performance guarantees. We accept no responsibility for aspects not reviewed, construction methods, site safety, or integration with other disciplines. If a secondary consultant reviews our design and their comments require additional work (such as redesigns, clarifications, or extra meetings), this will be treated as a Variation under Clause 4, charged at hourly rates, and may extend the delivery program. Peer Review fees must be prepaid if not priced in the Quote.

9. Suspension and Termination

   1. Either party may terminate with five days' notice for material breach (including non-payment) or insolvency. Cancellation fees apply as per the Quote.

10. Security of Payment

    1. Nothing limits the Consultant’s rights under the Building & Construction Industry Security of Payment Act 2002 (Vic).

11. Dispute Resolution

    1. Senior representatives must confer within 14 days of a dispute. If unresolved within 14 further days, mediation will be attempted in Melbourne. If unresolved 14 days after mediation, either party may proceed to adjudication or litigation.

12. Waiver

    1. Failure to enforce a right is not a waiver of that right.

13. Electronic Signatures

    1. This Agreement may be signed electronically or with scanned signatures and has the same legal effect as a handwritten signature.

14. Governing Law

    1. This Agreement is governed by the laws of Victoria. The parties submit to the non-exclusive jurisdiction of the Victorian courts.