Terms of Engagement
Last updated: April 2025
1. Application of these Terms
1.1. These Terms apply to all Services provided by STS Structural to a Client unless STS Structural agrees otherwise in writing.
1.2. Neither party may assign, transfer or sublet any obligation under this Agreement without the written consent of the other. Unless otherwise agreed in writing by STS Structural and the Client, no assignment, transfer or subletting shall release the assignor from any obligation under this Agreement.
2. Definitions and Interpretation
2. 1. In these Terms:
Agreement means the agreement between STS Structural and the Client under which STS Structural provides the Services and is documented and comprised of the Fee Proposal and these Terms.
Client means the person, company or other legal entity that is named as such in the Fee Proposal.
Deliverables means those things described as such in the Fee Proposal.
Documentation means all relevant information, documentation, drawings or other materials that are provided by the Client to STS Structural or which are to be provided by the Client to STS Structural to enable STS Structural to provide the Services.
Fee means the amount specified in the Fee Schedule as the amount payable for the Services set out in the Fee Proposal as well as any amounts payable in respect of any Variations.
Fee Proposal means the document entitled “Fee Proposal” that has been provided to the Client along with these Terms.
GST means goods and services tax under the A New Tax System (Goods and Services Tax) Act 1999 (Cth).
Invoice means a tax invoice issued by STS Structural to the Client which may be for all, or form part of the overall Fee for Services set out in the Fee Proposal and/or any Variation to the Fee Proposal.
Services means any works or services that STS Structural is to provide or does provide to the Client and which Services are described in the Fee Proposal or any Variation to the Fee Proposal
STS Structural means STS Structural Engineering and Consultancy Pty Ltd ACN 628 186 925.
Terms means these Terms of Engagement.
Variation has the meaning provided for at Clause 4.3 of these Terms.
2.2 In these Terms:
2.2.1. a singular word includes the plural and vice versa;
2.2.2. a word which suggests one gender includes the other gender;
2.2.3. a reference to a party includes the party’s successors, permitted substitutes and permitted assigns;
2.2.4. if a word or phrase is defined its other grammatical forms have a corresponding meaning;
2.2.5. a reference to legislation or a provision of legislation (including subordinate legislation) is to that legislation as amended, re-enacted or replaced and includes any subordinate legislation issued under it.
3. The Parties' Roles
3.1 STS Structural:
3.1.1. shall perform the Services with reasonable skill, care and diligence exercised by a consulting engineer in similar circumstances at the time the Services are provided;
3.1.2. shall consult with the Client as necessary throughout the performance of the Services;
3.1.3. may, unless otherwise agreed in writing, rely on and treat the Documentation and any directions provided by the Client as accurate and correct;
3.1.4. if it considers that any Documentation made available to it is incorrect or is otherwise insufficient to enable it to perform the Services, it shall promptly notify the Client accordingly;
3.1.5. if it becomes aware of any matter that will change the scope, quality or timing of the Services, it shall promptly notify the Client of that matter.
3.2. The Client:
3.2.1. shall promptly provide to STS Structural at the Client’s cost all Documentation;
3.2.2. shall, unless otherwise agreed, promptly obtain all access, approvals, authorities, licenses and permits that may be necessary to enable STS Structural to provide the Services;
3.2.3. if it considers that any Documentation it has provided to STS Structural is incorrect or is otherwise insufficient to enable STS Structural to perform the Services, it shall promptly notify STS Structural accordingly;
3.2.4. if it becomes aware of any matter that will change the scope, quality or timing of the Services that STS Structural is to provide, it shall promptly notify STS Structural of that matter;
3.2.5. shall cooperate with STS Structural and shall not interfere with or obstruct the performance of the Services.
4. Payment and Delivery
4.1. The Client must pay any Invoice issued by STS Structural (including any applicable GST) in cleared funds prior to being entitled to receipt of any formal documentation that forms part of any Services or any Deliverable that is covered by the Invoice.
4.2. If the Client is an existing client with whom a credit account has been established, all moneys payable by the Client to STS Structural shall be paid within 28 days of date of Invoice. If the Client does not have an existing credit account with STS Structural then the Client must pay the Invoice by the due date stated in the Invoice. Any moneys not paid by the due date for payment (regardless of whether the Client has a credit account or not) shall attract interest from the date of invoice until payment at the rate equal to the Unsecured Personal Overdraft rate as most recently published by NAB, plus 1% per annum.
4.3. Any work required by the Client that is outside the agreed scope of work as set out in the Fee Proposal shall be regarded as a Variation. If the Client varies the scope, quality, nature, sequence or timing of the Services or any act or omission of the Client requires the scope, quality, nature, sequence or timing of the Services to be varied then STS Structural may vary the Fee accordingly. STS Structural will notify in writing to the Client any necessary Variations to the agreed scope of work set out in the Fee Proposal and any additional Services pursuant to any Variation will be carried out under the Agreement with additional fees being payable under the terms of the Agreement.
4.4. Should the progress of performance of the Services be delayed for longer than 28 days for reasons beyond the control of STS Structural, an Invoice may be issued by STS Structural for the Services completed to date (pro-rata, regardless if any deliverables have been completed) or no less than 10% of the Fee.
4.5. The Client is liable to pay all costs and expenses (incurring legal costs on a full indemnity basis) incurred by STS Structural in seeking the recovery of any overdue monies in respect of any Invoice.
5. Liabilities and Indemnities
5.1. The maximum liability of STS Structural to the Client in respect of the provision or non-provision of the Services, whether under the law of contract, tort, or otherwise, shall be the lesser of five times the value of the Fee (exclusive GST and any disbursements), or the sum of $100,000, and STS Structural shall only be liable to the Client for direct loss or damage suffered by the Client as the result of a breach by STS Structural of its obligations under this Agreement and shall not be liable for any loss of profits, liquidated damages, or damages under any other agreement.
5.2. STS Structural shall not be liable in any way to the Client:
5.2.1. for any acts, omissions or default of the Client or the Client’s employees or agents, including other contractors or consultants engaged by the Client;
5.2.2. for any changes, alterations or additions to the Services made by others without the express approval of STS Structural;
5.2.3. in respect of any Services after the expiration of one calendar year from the date of Invoice issued in respect of those Services, unless STS Structural is notified in writing by the Client of any defect or problem with the Services within 1 calendar year of the issue of the Invoice;
5.2.4. any loss of use, opportunity or production, loss of interest, earnings or profit, holding or financial costs, business interruption or any indirect or consequential losses.
5.3. STS Structural will not be liable to any third party for any claim howsoever arising out of or in connection with the Services and the Client indemnifies STS Structural accordingly.
5.4. Subject to Clause 5, to the maximum extent permitted by law, all warranties implied by statute or otherwise are excluded. In the event of a breach by STS Structural of a warranty implied under the Competition and Consumer Act 2010 and which cannot be contractually excluded, STS Structural’s liability to the Client for such breach shall be limited to the cost of supplying the Services again.
5.5. If the Client is a Consumer (“Consumer” has the meaning defined in Section 3 of the Competition and Consumer Act 2010) any goods and Services provided by STS Structural come with guarantees that cannot be excluded under the Australian Consumer Law. The Client is entitled to a replacement or refund for a major failure and compensation for any other reasonably foreseeable loss or damage. The Client is also entitled to have the goods and Services repaired or replaced if the goods and Services fail to be of acceptable quality and the failure does not amount to a major failure.
6. Use of Documents and Copyright / Intellectual Property
6.1. Copyright and any other intellectual property in all Deliverables and any other documents or things created by STS Structural provided by STS Structural in connection with the Services shall remain the property of STS Structural.
6.2. Subject to Clause 6.3, the Client alone shall have a licence to use the Deliverables and any other documents or things referred to in Clause 6.1 for the purpose of use in and/or completion of the Client’s project, but the Client shall not use or modify such Deliverables and any other documents or things in connection with any work not included in or associated with the Client’s project.
6.3. If the Client is in breach of any obligation to make a payment to STS Structural, STS Structural will be at liberty to revoke the licence referred to in Clause 6.2.
6.4. If in the course of providing the Services STS Structural develops, discovers or first reduces to practice a concept, product or process which is capable of being patented or commercialised, then such concept, product or process shall be and will remain the property of STS Structural and the Client shall not use or infringe the concept, product or process without first obtaining the written consent of STS Structural.
7. Disputes / Termination
7.1. Subject to this provision not preventing STS Structural from instituting legal action at any time to recover overdue monies owing by the Client to STS Structural, if any dispute arises between the Client and STS Structural regarding the Agreement or the provision of Services, such dispute shall first be the subject of the mediation process set out in Clause
7.2. A party raising a dispute must give notice in writing to the other party setting out all necessary details of the basis of the dispute and then, within 14 days of the service of such a notice, senior representatives from either party (with authority to bind such party) must meet and use their best endeavours to resolve the dispute or agree on a process for resolving the dispute. If the dispute is not resolved or a process for resolving the dispute is not agreed to within 28 days of service of the initial notice and the dispute may proceed to litigation.
7.3. The Client may terminate the Agreement:
7.3.1. in the event of a substantial breach by STS Structural of its obligations under the Agreement, which breach has not been remedied within 28 days of written notice from the Client requiring the breach to be remedied; or
7.3.2. upon giving STS Structural written notice to terminate prior to STS Structural commencing any work on the Services, but the Client will incur and is liable to pay an administration fee of $150 + GST; or
7.3.3. upon giving STS Structural written notice of the intention to terminate the contract after performance of the Services has begun, but with the Client incurring and being liable to pay financial penalty as follows: if less than 25% of the work to provide the Services has been completed by STS Structural, the penalty shall be the greater amount of 25% of the Fee (plus GST) or $1,000 (plus GST). If more than 25% of the work to provide the Services has been completed upon termination a pro-rata of the Fee in the proportion of the percentage of the work completed shall be payable at the time of termination.
7.4. STS Structural may suspend or terminate their obligations under this Agreement by giving notice in writing to the Client:
7.4.1 if any monies in respect of any Invoice issued is overdue for payment;
7.4.2. if the Client is in breach of its obligations under the Agreement and it has not remedied that breach within 14 days of service of written notice by STS Structural of the breach requiring the breach to be remedied;
7.4.3. if, in STS Structural’s reasonable opinion, the Client is insolvent or appears unable to pay its debts;
7.4.4. if the Client enters into any form of insolvency administration;
7.4.5. that specifies that the Agreement will be terminated on a date specified in the notice being no less than 45 days from the date of the notice.
7.5. If STS Structural suspends work on provision of the Services under Clause 7.4 then STS Structural, in its sole discretion at any time, may either terminate the Agreement or recommence work on provision of the Services by giving written notice to the Client.
8. Governing Law and Jurisdiction
8.1. The laws of the State of Queensland shall apply to the Agreement and the parties submit to the jurisdiction of the Courts of the Central Business District in Brisbane.
9. Non-Waiver
9.1. Any failure on the part of STS Structural to exercise any right under the Agreement or to insist on strict performance of any part of the Agreement does not operate as a waiver and a partial exercise of a right does not preclude any further or fuller exercise of that right.
10. Severance
10.1. If any part of the Agreement, including these Terms, is or becomes void or unenforceable that part is severed so that all parts which are not void or unenforceable remain in full force and effect and are unaffected by the severance.
11. Notices
11.1. Any notice to be given by the Client to STS Structural must be given to STS Structural by email to ‘info@stsstructural.com.au’, and will be taken to have been delivered and received after 24 hours from sending to the correct email address.
11.2. Any notice to be given by STS Structural to the Client must be given to the Client either:
11.2.1. by email to the email address for the Client as set out in the Fee Proposal and will be taken to have been delivered and received after 24 hours from sending to the correct email address; or
11.2.2 if there is no email address for the Client set out in the Fee Proposal then by post or hand delivery to the postal or street address for the Client set out in the fee proposal, and such notice will be taken to have been received by the Client within 24 hours of hand delivery (if by hand delivery) or on the third business day after posting (if by post).
