Important Information Regarding the Scope and Limitations of the Engagement, Inspection and Report.

GQS – Quantity Surveying Services – Standard Terms & Conditions

These terms and conditions apply to all Tax Depreciation, Body Corporate QS Services and other services (Services) that Gleeson QS Group Pty Ltd ABN 52 642 991 802 of Suite 9, 204 Oxford Street, Bulimba QLD 4171, its subsidiaries, related bodies corporate, licensees, franchisees and affiliates operating under the GQS brands performs or provides to you, unless you and GQS sign a written agreement that expressly excludes or overrides these terms and conditions.

Introduction

The agreement between you and GQS consists of these standard terms and conditions and the Engagement, that GQS gives you (Proposal) confirming GQS’ proposal to provide Services to you. The Proposal will identify the GQS company, subsidiary, related body corporate, licensee, franchisee or affiliate operating under the GQS brand providing Services to you, and to whom these terms and conditions apply in their provision of Services to you.

Acceptance

Any direction or notification whether written or verbal from you to GQS, that indicates that you accept the Proposal and/or that you direct GQS to undertake the Services described in the Proposal, is deemed to be your acceptance of these terms and conditions and when an agreement is formed.

GQS may refuse to provide the Services until you provide written acceptance of the Proposal and these terms and conditions.

Term

GQS will commence the Services on either:

1. the date that you accept the Proposal or direct GQS to provide the Services; or
2. any other date that you and GQS agree in writing or is specified in the Proposal;

and will continue until the Services are complete or GQS’ engagement is terminated in accordance with these terms and conditions.

Liability

The liability of GQS is limited by a scheme approved under Professional Standards Legislation.

Notwithstanding Clause 1, to the full extent permitted by law you agree that GQS’ liability to you (including but not limited to any liability for fraud, negligence, breach of contract or otherwise) in any way whatsoever, including performance of the Services and the Report, is strictly limited, in GQS’ sole discretion, to either the fee paid or payable for the Services or Report, or the cost of providing the Services or Report again.

Where the Competition and Consumer Act 2010 (Cth) or other laws imply or confer warranties, conditions or guarantees or any other rights in this agreement, and it is not lawful or possible to exclude them, then those warranties, conditions or guarantees or other rights will (but only to the extent required by law) apply to this agreement. To the full extent permitted by law, GQS’ liability in respect of such warranties, conditions or guarantees is limited to the supply of the Services or Report again or the cost of having the Services or Report supplied again.

GQS will not be liable for loss of business, revenue, contracts, savings or consequential losses that you may incur as a direct or indirect result of, or howsoever incurred by you in connection with, GQS’ performance of the Services or provision of any Report.

To the maximum extent permitted by law, commencing on the earliest of one year from:

1. The date of completion of the Services;
2. The date of our final invoice for the provision of the Services; or
3. The date this Agreement is terminated;
4. you release us from, and agree that you are estopped from commencing, any claim for any Loss in relation to:
5. The the performance or non-performance of the Services; and
6. Any act or omission in connection with the Services;
7. whether in tort (including negligence), equity, pursuant to statute or otherwise.

If GQS has more than one client under this engagement, you agree that our total liability to all clients under this engagement is limited in accordance with clause 4, to be apportioned among the clients (including you).

Duties

GQS will:

1. exercise reasonable skill and care in performing the Services and will comply with any codes of practice and other standards applicable by law;
2. use all reasonable efforts to inform itself of your requirements; and
3. consult with you as GQS considers reasonably necessary throughout the performance of the Services.

You must:

1. give GQS adequate directions and instructions to define your reasonable requirements of GQS in performing the Services;
2. fully disclose to GQS all information, documents and other particulars you hold or have access to relating to the Property and the requirements for performing the Services or that GQS otherwise reasonably requests;
3. ensure that all information, documents and other particulars you give GQS relating to the Property and the Services are truthful, accurate and complete, and fully and frankly disclosed to GQS; and

You warrant that:

1. the instructions and subsequent information, documents and other particulars you supply to GQS contain a full and frank disclosure of all information that is relevant to our provision of the Services;
2. all third-party expert or specialist reports you provide GQS for the purpose of GQS providing the Services are provided with the authority of the authors of those reports.

Changes to the scope of Services

If any material alteration, addition to or deletion from the Services is required (Variations), GQS and you must agree on these Variations in writing, and they are not effective unless and until that occurs.

If the Services are varied in accordance with clause 1, GQS is entitled to claim payment for any varied services, and you agree to pay GQS in accordance with GQS’ normal rates or as GQS reasonably determines.

Reports

A cost estimate is current as at the date of the assessment only. A cost estimate herein may change significantly and unexpectedly over a relatively short period (including as a result of general market movements or factors specific to the particular property).  You accept the risks associated with estimates in general, as well as market movement after the date of assessment, including without limitation, any rise and fall in market conditions.  We do not accept liability for losses arising from such subsequent changes. We do not accept liability for losses arising from any advices relating to estimates of construction work, whether future estimates or present estimates. Any estimates provided in this report are merely opinions of possible costs that could be encountered, based on our knowledge and experience and are not estimates in the sense of being a calculation of the likely costs to be incurred. The estimates are NOT a guarantee or quotation for work to be carried out. The actual cost is ultimately dependent upon the materials used, standard of work carried out, and what a contractor is prepared to do the work for. It is recommended in ALL instances that multiple independent quotes are sourced prior to any work being carried out. GQS accept no liability for any estimates provided.

Without limiting the generality of the above comment, we do not assume any responsibility or accept any liability where this assessment is relied upon after the expiration of three (3) months from the date of the assessment, or such earlier date if you become aware of any factors that have any effect on the assessment.

All land areas, building areas and lettable areas referred to in a Report are approximate, and even professional surveyors can differ in relation to the measurement of areas. If you subsequently ascertain that areas referred to in a Report differ from other information provided to you, you agree to refer the Report back to GQS for comments and, where appropriate in GQS’ opinion, amendment.

Where a physical inspection is undertaken, GQS will not, nor is GQS required to, inspect those parts of the Property that are unexposed or not accessible. If an inspection was undertaken, the inspection was a visual inspection limited only to areas of common property fully accessible. The inspection was non-invasive with no attempt made to remove, modify, dismantle any fixture or fitting nor to assess or test every part of the building and associated plant. The extent of this assessment is based on the assumption that the premises were designed, approved, constructed, and certified in accordance with the relevant authority requirements of the day, and every effort has been made to maintain the premises in accordance with those requirements. We are not building inspectors, builders, engineers or the like, our inspection is completed to assist in estimation only.

Where it is agreed between the Parties that GQS is not required to inspect the Property you acknowledge and agree that the Services do not include and GQS will not undertake a physical inspection of the Property.

Reports will be based on:

1. information and data generally available at the date of the Report; and
2. the information you provide GQS about the Property;

and will not reflect future costs or predictions.

You agree that:

1. any errors in the documents, information and other particulars you provide GQS about the Property; or
2. your failure to provide or fully disclose to GQS information about the Property of which you are aware or ought reasonably be expected to be aware;

could result in errors in the Report, for which GQS will not be liable or responsible.

Records and documents

Neither the whole or any part of any documents GQS produces (including but not limited to Reports) or any reference to same may be included in any published document, circular or statement without GQS’ prior written consent, including as to the form and context in which it may appear. GQS may withhold its consent in its absolute discretion. GQS is entitled to make any approval of a request for consent conditional on payment of an additional fee and/or provision of an indemnity from you to GQS on terms GQS requires.

Subject to any laws to the contrary, it is GQS’ practice to destroy documents and records belonging to GQS after they are more than 10 years old. You consent to GQS destroying any documents that belong to you which become filed amongst GQS’ own papers. You agree that these data retention arrangements are acceptable.

GQS has a Privacy Policy, full details of which are available on our web site at gqs.com.au/privacy.

Fees and expenses

GQS’s fees for the Services will be charged on the basis set out in the Proposal, or as GQS and you otherwise agree in writing. GST at the prevailing rate will be added and forms part of GQS’ fees.

You remain liable to GQS for payment of GQS’ fees, even if you ask someone else to pay GQS’ fees on your behalf.

If you instruct GQS to proceed with the Services and subsequently cancel after GQS has commenced work (but before GQS provides the Report), you will not be entitled to a refund of all or any portion of the fee paid to date.

Unless GQS otherwise agrees in writing, fees and expenses will be invoiced either before the Services are commenced, monthly, on completion of the Services or at any intervals set out in the Proposal, and are payable in accordance with GQS’ tax invoices.

If you instruct GQS to proceed with the Services and subsequently cancel after GQS has inspected the Property (but before GQS provides the Report), you must pay GQS any cancellation fee specified in the Proposal. If a cancellation fee is not specified in the Proposal, a cancellation fee of 50% of the quoted fee will apply. If you pre-pay any fees, GQS is entitled to deduct the cancellation fee before refunding any balance to you.

Unless the Proposal states that GQS’ fees for the Services are inclusive of all expenses and disbursements, GQS will charge you for reasonable out-of-pocket expenses and disbursements such as title searches, travel, accommodation, inquiry and report fees etc incurred in connection with the Services. The charges will be calculated as the amounts GQS incurs (net of any GST input tax credit to which GQS is entitled) plus GST as applicable.

If you fail to pay an amount to GQS on the date it is due, GQS may charge you interest on the outstanding amount at 10% per annum from the date on which the amount became due and payable until payment is made. Any interest accrued under this clause is payable on the date payment of the outstanding amount is made. You must reimburse GQS all costs (including legal costs on a solicitor-client basis) GQS incurs in recovering overdue amounts from you.

Confidentiality

Each party must keep confidential any confidential or proprietary information that one party provides to the other, except:

1. where the party who gives the information consents to disclosure;
2. as may be required to be disclosed by law or to defend itself against a suit or action; or
3. where information is already publicly known.

Sub-contractors

GQS may engage sub-contractors to perform all or any part of the Services, however, GQS remains liable to you for any of the Services that are provided by GQS’ sub-contractors. GQS is not required to disclose to you the involvement of any sub-contractors.

Termination

GQS may terminate its appointment to provide you with the Services, for any reason, on written notice to you. Termination will be without prejudice to either party’s accrued rights and obligations incurred prior to the date that termination becomes effective.

Severance

If any provision of these terms and conditions is held to be prohibited, invalid or unenforceable in any jurisdiction:

1. that provision is ineffective to the extent of the prohibition, invalidity or unenforceability in that jurisdiction; and
2. the remaining provisions of these terms and conditions are not affected.

Intellectual Property

All intellectual property rights and all other rights in reports, drawings and accounts, including but not limited to any Reports and other documentation created, prepared or produced by GQS in relation to GQS’ performance of the Services, shall be exclusively owned by and remain vested in GQS.

Governing law

These terms and conditions are governed by the law in force in the state or territory in which GQS performs the Services and the parties submit to the non- exclusive jurisdiction of the courts of, or exercising jurisdiction in, that state or territory.

Miscellaneous

In these terms and conditions, unless the context indicates a contrary intention:

1. GQS means the entity within the corporate group of Gleeson QS Group Pty Ltd that provides the Services and includes its subsidiaries, related bodies corporate, licensees, franchisees and affiliates operating under the GQS entity providing the Services to you will be stated in the Proposal;
2. Property means any properties in relation to which you ask GQS to perform depreciation, body corporate QS services or other services, which may be detailed in the Proposal;
3. Report means any valuation or advisory report that GQS provides to you that is prepared and signed by a valuer representing GQS and formally issued to you; and
4. You & your means any party to who GQS directly or indirectly provides Services, including Reports, and includes the Instructing Party, the Applicant and the Reliant Party, jointly and severally.
   • A reference to:
     1. the singular includes the plural and vice versa;
     2. an individual or person includes a corporation, partnership, venture, association, authority, trust, state or government;
     3. time is to time in the state or territory where the Services are performed;
     4. a day is to a period of time commencing at midnight and ending 24 hours later;
     5. a month is to a calendar month;
     6. where an expression is defined, another part of speech or grammatical form of that expression has a corresponding meaning;
     7. any headings in this document are for convenience only and do not affect interpretation; and
     8. including and similar expressions are not to be treated as words of limitation.
   • Unless expressly stated to the contrary in the quote, proposal, submission, annexure or letter of which these standard terms and conditions form part, if there is any inconsistency between these standard terms and conditions and the quote, proposal, submission, annexure or letter, these terms and conditions prevail to the extent of the inconsistency. These terms and conditions apply to the exclusion of any order form, terms and conditions or document that you issue to GQS.

Liability limited by a scheme approved under Professional Standards Legislation.