- These Standard Terms and Conditions form your agreement with us. They will apply to all work BlueRock undertakes for you with respect to this engagement.
- The Standard Terms and Conditions constitute the entire contract. No items are to be implied into the contract other than those implied under statute.
- These Standard Terms and Conditions supersede all previous terms and conditions relating to the engagement and any changes relating to these.
- On your acceptance of the terms contained in the Proposal you will be bound by these Standard Terms and Conditions. The methods of acceptance are set out in the proposal.
- All references to “Client” or “you” are references to the client named or described in the Proposal.
- All references to “BlueRock”, “BlueRock Digital” “us” or “we” are references to Blue Rock Digital Pty Ltd ABN 77 606 189 164.
- The services we have agreed to provide to you, which comprise the scope of our work for this engagement, are set out in our Proposal. We will of course exercise reasonable skill and care to provide our services.
- From time to time you may request additional services from us. Where we agree to provide these services to you they will be governed by these Standard Terms and Conditions.
- Unless otherwise specifically stated in the proposal any advice or opinion relating to the services is provided solely for your benefit. Except as required by law, you may not disclose all or any part of the advice or opinion in any way, including by publication or electronic media, to any other party without our written consent.
- We disclaim all responsibility for the consequences of anyone, apart from you, relying on our advice and/or opinion without our written consent.
- During the supply of our services, we may provide oral, draft or interim advice, reports or presentations to you. In these circumstances our written advice or final written report shall take precedence. No reliance should be placed by you on any draft or interim advice, reports or presentations. Where you wish to rely on oral advice or an oral presentation, you shall inform us, and we may provide you with documentary confirmation of the advice.
- We shall not be under any obligation, regardless of the circumstances, to update any advice or report, oral or written, for events occurring after the advice or report has been issued in final form.
- Any advice that we give you will be based on the law effective at the date of the advice or opinion. We do not accept any responsibility for any changes in the law, and/or in its interpretation, which occur after the date of our advice. This applies to any changes in the law or its interpretation which take effect retrospectively.
- No actions taken by us and/or statements made during our engagement shall be taken as a promise or guarantee to you about the outcome of any matter.
- Unless otherwise agreed with you, or specifically stated in the proposal, the advice we give cannot be relied upon to disclose irregularities, including fraud and other illegal acts and errors that may occur.
- No advice we provide to you is intended to constitute or will constitute legal advice and it should not be relied upon by you as such.
- You agree to pay for the services we provide in accordance with the payment terms set out in the proposal and in these Standard Terms and Conditions.
- In order to provide our services to you, we require your co-operation and support. You will:
18.1. Provide, in a timely way, all information and materials that we reasonably require to enable us to provide the services set out in the proposal
18.2. When reasonably required, arrange access to:
- Members of your staff
- Third parties
- Technology and systems, and
- Respond promptly to us to ensure our services can be provided efficiently and effectively.
- Please do not assume that we know information you have not told us. Where you, or others on your behalf have made information available to our staff not engaged in the provision of the services, please do not assume that this information has been made available to our staff who are engaged in the provision of the services to you.
- Your primary representative from BlueRock is the Engagement Director/Principal specified in the proposal.
- We will rely on the information and material that you or another party provides. We will not verify this information and/or material unless you request or advise us to do so and we agree to do so as part of our services. You are responsible for the completeness and accuracy of the information and materials you supply to us.
- If you become aware that any of the information or material provided to us has changed, is incomplete, incorrect or misleading, or may in any other way impact upon the services we provide to you, you must inform us immediately. You must also take all necessary steps to correct any announcement, communication or document issued which contains, refers to, or is based upon such information.
- We disclaim all responsibility for your failure to inform us of any changes to any information and/or material which impacts upon the services we have agreed to provide to you.
- If you provide any advice or opinion we give to you to a third party without our consent, you agree to indemnify us against any claims made against us by that third party or any other party and for the costs of defending any such claims.
- If you become aware that the advice or opinion we have provided to you does not confirm to the scope of work set out in the proposal, you must inform us immediately. You will give us the opportunity to rectify any such advice or opinion.
- If you fail to do so, we disclaim all responsibility for our advice/opinion failing to conform to the scope of work set out in the proposal.
- BlueRock will maintain and provide the following insurances. To the extent that BlueRock is liable for any claim made by a client, BlueRock’s liability and the indemnity BlueRock provides is capped at the level of the following insurances:
28.1: Public Liability: $20,000,000
28.2. Professional indemnity: $ 5,000,000
- You acknowledge that we are contracting with you as the Principal for and on behalf of our employees, directors, and contractors. Such parties will not be liable to you in respect of any loss or damage suffered by you as a result of services provided by us, nor for any consequential loss or damage suffered by any third party.
- It is agreed that you will not bring any claim arising out of this agreement against any of our directors, employees and contractors personally. This restriction will not operate to limit or exclude the liability of BlueRock for the acts or omissions of any director or employee or contractor.
- The basis on which we charge fees for this engagement is set out in the proposal. If appropriate, we shall provide an estimate of our fees for carrying out the services in the proposal.
- If we have agreed to calculate the fees we charge to you on a time basis by applying an hourly rate, we may review and increase the rates we are charging to you on a six-monthly basis.
- Given our engagement model, we generally seek fees in advance of services rendered. Each payment in advance is payable as per the terms stated in the proposal. If you do not pay us the amounts in advance as requested, we may elect not to commence or continue to provide services to you.
- Our invoice is payable within 5 days of the date of issue unless stated otherwise in the proposal.
- If you do not pay our invoice in full, we may:
35.1. Elect not to continue to provide our services to you;
35.2. Suspend work until further payment is made;
35.3. Charge interest on any unpaid amount. The rate of interest will be at the prevailing bank bill swap rate + 4%; and
35.4. Instigate legal proceedings without further notice.
- Without prejudice to the above, we may take further action to recover any outstanding amounts due to us. Any costs, fees or disbursements that we incur in the recovery of the outstanding amounts, together with any interest, will be added to the amount due to you.
- Where applicable, all professional fees and expenses will require an additional payment of 10% of Goods and Services Tax (unless a GST-free relief is applicable). Costs and expenses incurred will be recharged and GST will apply unless a GST-free relief is applicable. This will not apply when invoicing for the GST inclusive revenue share amount.
- In addition to our fees, we may incur expenses (disbursements) on your behalf during the engagement.
- General disbursements may include charges and expenses for travel, accommodation, and document production and handling, including photocopying, and couriers. Please refer to the proposal for details of any other specific disbursements that we may incur. By engaging us you consent to us incurring those disbursements on your behalf and you agree to reimburse us for them (GST will be charged where applicable).
- All materials developed, modified, designed or created by us in the course of carrying our services, including know how, systems, software, reports, documents, written advice, drafts and working papers belong to us. Any correspondence or documents we provide to you during the course of the engagement belong to you unless we specify otherwise.
- Unless otherwise agreed in the proposal, all original documents you have provided to us in the course of this engagement belong to you.
- On completion of our work, or termination of this engagement, we will return to you any papers to which you are entitled. Upon completion of the engagement we will store our file, including any documents or materials you leave with us, for a period of 7 years from the date of our final invoice. You authorise us to destroy our file (excluding any documents kept in safe customer) after the expiration of that period.
- We may charge for special storage requirements and/or retrieving documents from storage if you request them.
- We accept no liability for any losses you suffer if our file, including any documents or other material you leave with us, is damaged or destroyed for any reason.
- We will exercise our right to retain documents to which you are entitled relating to this engagement, until all our outstanding fees and disbursements are paid in full, unless acceptable security is provided.
- We may correspond with you by post, by fax or electronically.
- We are not responsible for any delay, non-delivery or interruption of any of these methods of communication.
Electronic documents and communication
- You authorise us to communicate with you and provide you with documents electronically. To the extent permitted by law, we will not be responsible for any liability caused in connection with electronic transmissions. You will take all reasonable steps to ensure you have suitable systems in place to prevent corruption of data or transmission of viruses in your electronic documents or other communication to us. You acknowledge and accept the risks that email communications may not always be secure, irrespective of the security we have in place.
- We authorise you to communicate with us and provide us with documents electronically.
Confidentiality & Privacy
- We may disclose confidential information if this is required by law or is required in order for us to comply with our professional duties and obligations, or as required by professional or regulatory bodies.
- Information we acquire in the course of this engagement is subject to strict confidentiality requirements. We agree to protect the confidential information in a reasonable and appropriate manner and in accordance with applicable professional standards. We also agree that we will only use confidential information to perform our obligations under this engagement and will only reproduce or disclose your confidential information for authorised purposes (including, for the purposes of performing our obligations under this engagement or for the purposes of providing any additional services you request us to perform).
- Notwithstanding the above, by signing this engagement, you agree that we may disclose confidential information or ‘personal information’ in circumstances where such disclosure is required by law or is required in order for us to comply with our professional duties and obligations, or as required by professional or regulatory bodies.
Copyright and intellectual property
- Unless otherwise specified in the proposal, we retain all copyright and intellectual property rights in all material developed, designed or created by us in the course of carrying out the services including know how, systems, software, reports, written advice, drafts and working papers.
- You acknowledge that any documents or material given to us in relation to this engagement will not infringe the copyright or intellectual property rights of any other entity.
- You must not use the BlueRock name or logo on any website or in any public statement unless you have our written prior consent.
- If you are unhappy with the services we have provided at any time or would like to discuss how they could be improved, you are invited to contact the Director specified in the proposal.
- We take all complaints seriously and will investigate them carefully and promptly to resolve any issues.
- When our staff (including contractors) are assigned to work for you, you agree that, during the period of the engagement and for a period of 12 months following the completion or termination of the engagement, you will not contract, employ, or procure a third party to contract or employ any staff member (or a related entity of such staff member) without our consent. If we do provide consent, we reserve the right to charge you a fee equivalent to the recruitment, training and additional expenses required to replace our employee (plus GST).
- The ways in which you may terminate this engagement are set out in the proposal.
- We may terminate this agreement by giving you 7 days’ notice in writing, unless a shorter period is required for matters of urgency, if:
61.1. You do not pay our invoices per the terms stated on the invoice;
61.2. We have requested instructions, information or materials from you, but you have failed to provide them in a timely manner;
61.3. You give us instructions that are false and misleading;
61.4. Any other reasonable grounds.
- Either party may terminate this engagement in the event of bankruptcy or the appointment of a receiver or an administrator of the other party.
- All sums due to us shall become payable in full when termination takes effect.
- Termination under this clause shall be without prejudice to any rights that may have accrued before termination.
- Changes to this agreement must be in writing and signed by us. The effective date for any such changes is the date on which you agree to such changes by the methods set out in the proposal.
Governing law and jurisdiction
- The terms of engagement and these Standard Terms and Conditions will be governed by and construed according to the law applying in Victoria.
- Each party irrevocably and unconditionally submits to the exclusive jurisdiction of the courts of Victoria.
- A failure by us to take action to enforce our rights does not constitute a waiver of any right or remedy under this agreement unless it is in writing and signed by us.
- A waiver by us of any specific provision of this agreement does not affect any other provision of this agreement.