Terms of Engagement
PART 1 – ROLE OF MADDOCKS
1.1. Maddocks shall perform the Services with reasonable skill, care and diligence.
1.2. Maddocks shall communicate with the Client by and through Maddocks’s Representative, who shall have authority to bind Maddocks in
respect of all matters arising out of or in connection with the Agreement.
1.3. Maddocks shall consult with the Client throughout the performance of the Services.
1.4. Unless otherwise agreed, Maddocks may rely on and treat the Documentation and the directions provided by the Client as accurate andcorrect.
1.5. If Maddocks considers that any Documentation made available to it by the Client is insufficient to enable Maddocks to provide the
Services or is incorrect, then Maddocks shall notify the Client accordingly.
1.6. If Maddocks becomes aware of any matter that will change the scope, character, quality, sequence or timing of the Services, then
Maddocks shall promptly notify the Client of that matter.
1.7. Maddocks shall keep confidential any information disclosed by the Client which the client identifies in writing as being confidential, unless
such disclosure is:
(1) approved or agreed to by the Client; or
(2) required by law or operation of the Australian Stock Exchange Listing Rules.
PART 2 – ROLE OF THE CLIENT
2.1 The Client shall promptly provide Maddocks with all Documentation and directions necessary to enable Maddocks to provide the Services,
including all information relevant to safety risks and hazards (potential or real) that may impact upon the provision of theServices.
2.2 Unless otherwise agreed, the Client shall promptly obtain all access, approvals, authorities, licences and permits necessary to enable
Maddocks to provide the Services.
2.3 The Client shall communicate with Maddocks by and through the Client’s Representative, who shall have authority to bind the Client in respect of
all matters arising out of or in connection with the Agreement.
2.4 If the Client becomes aware of any matter that will change the scope, character, quality, sequence or timing of the Services, then the Client shall
promptly notify Maddocks of that matter.
2.5 The Client shall cooperate with Maddocks and shall not interfere with or obstruct the performance of the Services.
2.6 The Client shall ensure that adequate public liability and contract works insurances are obtained and maintained for the course of the Project.
PART 3 – PAYMENT TO MADDOCKS FOR THE SERVICES
3.1 The Client shall pay Maddocks the Fee and, unless stated otherwise in Item 8 of these Terms of Engagement, the Reimbursable Expenses.
3.2 Unless agreed otherwise, where Maddocks considers that an external consultant or contractor is required to enable Maddocks to provide the
Services, then Maddocks may engage such a consultant or contractor on terms determined by Maddocks. If it is mutually agreed that Maddocks
engage the consultant or contractor as a sub-contractor to Maddocks then the Client shall pay Maddocks an administration fee equal to 15% of
the total cost of that consultant or contractor.
3.3 Unless agreed otherwise, Maddocks shall issue progress claims at monthly intervals and the Client shall pay each claim in full within 14 days of
the date of the progress claim.
3.4 Maddocks is entitled to charge the Client interest at the rate of 10% per annum on any overdue payments from the due date for payment up to
and including the date of payment.
3.5 The Client shall pay all costs and expenses (including, without limitation, legal costs) incurred by Maddocks in pursuing any overdue payments.
3.6 If the Client disputes a portion of a progress claim submitted by Maddocks, then the Client shall pay the undisputed portion to Maddocks within 14
days of the issue of that claim and shall notify Maddocks in writing of the reasons for disputing the remaining portion. Maddocks may then invoke
the dispute resolution procedure in Part 6 of these Terms of Engagement.
3.7 If the performance of the Services is delayed by an act, omission or default of the Client or its employees, agents, consultants or contractors, then
the Client shall pay Maddocks for the costs and expenses incurred by Maddocks as a result of the delay.
3.8 If the Client varies the scope, character, quality, sequence or timing of the Services, then Maddocks may vary the Feeaccordingly.
3.9 If after the date of the Agreement there is any change to the laws, by-laws, regulations or ordinances of the Commonwealth of Australia or a State
or Territory of Australia (or any country or territory where the Project is located or Services are to be performed) or any Statutory Authority, and that
change directly or indirectly increases or decreases the Fees or Reimbursable Expenses, then Maddocks may vary the Fee and Reimbursable
3.10 In addition to the Fee and, if applicable, the Reimbursable Expenses, the Client shall pay any Goods and Services Tax that may be payable in
respect of the provision of the Services.
PART 4 – SCOPE OF LIABILITY
4.1 The maximum liability of Maddocks arising out of the performance or non-performance of the Services, whether under the law of contract,
tort or otherwise, shall be the lesser of $200,000 or the Fee.
4.2 Maddocks shall not be liable to the Client for:
(1) the acts, omissions or defaults of other contractors or consultants engaged by the Client (including consultants or contractors engaged by
Maddocks as agent for the Client);
(2) any changes, alterations or additions to the Services made by others without the express approval of Maddocks;
(3) any Services that are not performed in accordance with the Agreement, unless Maddocks is notified in writing of the non-performance
within 1 year of the provision of those Services;
(4) the accuracy of any quantity and cost estimates;
(5) 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; and
(6) any loss, damage or claim to the extent that such loss, damage or claim was caused or contributed to by the Client or its employees, agents,
consultants or contractors.
4.3 Maddocks shall not be liable to any third party for any claim whatsoever arising out of or in connection with the Services.
4.4 In the event of a breach by Maddocks of a warranty under the Competition & Consumer Act 2010 which cannot be contractually excluded,
Maddocks’s liability to the Client for such breach shall be limited to the cost of supplying the Services again.
4.5 Maddocks shall be deemed to have been discharged from all liability in respect of the Services, whether under the law of contract, tort or
otherwise, at the expiration of one year from the completion of the Services, and the Client (and persons claiming through or under the Client) shall
not be entitled to commence any action or claim whatsoever against Maddocks (or any employee contractor or sub-consultant of Maddocks) in
respect of the Services after that date.
PART 5 – COPYRIGHT AND USE OF DOCUMENTS
5.1 Copyright and the intellectual property in all drawings, reports, specifications, bills of quantities, calculations and other documents produced by
Maddocks in connection with the Services shall remain vested in Maddocks.
5.2 Provided the Client pays Maddocks in full for the Fee and, if applicable, the Reimbursable Expenses, the Client shall:
(1) subject to paragraph (2), have a licence to use the intellectual property referred to in clause 5.1 for the purpose of completing the Project;
(2) be entitled to hard copies or pdf electronic copies of drawings, reports and other final documents, but shall not be entitled to other electronic
versions, data, drafts or working documents.
5.3 Maddocks may with the prior consent of the Client publish, either alone or in conjunction with others, articles, photographs and other
illustrations relating to the Project.
5.4 If during the course of providing the Services Maddocks researches, 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 remain the property of
Maddocks and the Client shall not use, infringe or otherwise appropriate the same without first obtaining the written consent of Maddocks.
Maddocks shall be solely responsible for the cost of commercialisation of any such concept, product or process.
PART 6 – DISPUTE RESOLUTION
6.1 If a dispute arises out of or in connection with the Agreement, then either party may by notice in writing served on the other party require that such
dispute be resolved in accordance with clause 6.2.
6.2 Within 14 days after service of a notice under clause 6.1, senior representatives of each 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 notice referred to in clause 6.1, then the dispute may be resolved through litigation.
PART 7 – TERMINATION OF SERVICES
7.1 The Client may by notice in writing to Maddocks terminate the Agreement if:
(1) Maddocks is in breach of the terms of the Agreement and the breach has not been remedied within 14 days (or longer period as the Client
may allow) of the service by the Client on Maddocks of a notice requiring the breach to be remedied; or
(2) the Client serves on Maddocks a notice requiring that the Agreement be terminated on a date specified in the notice being not less than 60
days after the date of issue of the notice
7.2 Maddocks may by notice in writing to the Client suspend the provision of the Services or terminate the Agreement if:
(1) the Client is in breach of any of the obligations in Part 3 of these Terms of Engagement; or
(2) the Client is in breach of any other obligations under the Agreement and the breach has not been remedied within 14 days (or such longer
period as Maddocks may allow) of the service by Maddocks on the Client of a notice requiring the breach to be remedied; or
(3) Maddocks serves on the Client a notice requiring that the Agreement be terminated on a date specified in the notice being not less than 60
days after the date of the notice; or
(4) the Client becomes insolvent or appears unable to pay its debts.
7.3 If Maddocks suspends the provision of the Services pursuant to clause 7.2, then Maddocks may, at its sole discretion and at any time, either
terminate the Agreement or recommence the Services by notice in writing to the Client.
7.4 Termination shall be without prejudice to any claim that either party may have against the other in respect of any breach of the terms of the
Agreement which occurred prior to the date of termination.
7.5 If the Agreement is terminated for any reason other than a breach of the Agreement by Maddocks, then the Client shall pay Maddocks for the
Services carried out prior to the date of termination and all other costs and expenses incurred by Maddocks as a result of the termination
(including, without limitation, cancellation charges of external consultants).
PART 8 – ANTI-CORRUPTION OBLIGATIONS
8.1 Maddocks operates a global anti-bribery and anti-corruption policy to prevent corruption and maintain integrity for our shareholders. You
represent, warrant and covenant that you, and to the best of a your knowledge your representatives, shall comply with all applicable anti
corruption law with respect to all matters arising from or related to this agreement and that neither you nor your representatives have taken any
action that would violate applicable anti-corruption law or cause you to be subjected to penalties under such anti-corruption law.
PART 9 – GENERAL MATTERS
9.1 Unless the context otherwise requires:
“Agreement” means the entire agreement between the Client and Maddocks as evidenced by these Terms of Engagement and any
documents expressly referred to within the Terms of Engagement.
“Maddocks” means the entity at Item 3 of these Terms of Engagement but if that item is left blank, it means the entity that is to provide the
Services to the Client.
“Maddocks’s Representative” means the person at Item 4 of these Terms of Engagement or such other person appointed by Maddocks from
time to time.
“Client” means the entity at Item 5 of these Terms of Engagement but if that item is left blank, it means the entity that Maddocks is to provide
the Services to.
“Client’s Representative” means the person at Item 6 of these Terms of Engagement or such other person appointed by the Client from time to
“Documentation” means all relevant documentation, information, and particulars provided by the Client to Maddocks.
“Fee” means the amount at Item 7 of these Terms of Engagement or, if no amount is specified, the amount calculated pursuant to clause 10.1.
“Project” means the project at Item 1 of these Terms of Engagement but if that item is left blank, it means the project in respect of which the Client
has engaged Maddocks to provide the Services.
“Reimbursable Expenses” means all costs and expenses (in addition to the Fee) that are incurred by Maddocks in the performance of the
Services. “Services” means the services at Item 9 of these Terms of Engagement, but if that item is left blank, it means the services as described
9.2 Maddocks and the Client each binds itself and its partners, successors, executors, administrators, assigns and legal representatives to the other
party to this Agreement and to the partners, successors, executors, administrator, assigns and legal representatives of the other party in respect to
all covenants and obligations of this Agreement.
9.3 Neither Maddocks nor the Client shall assign, sublet or transfer any right or obligation under the Agreement without the prior written consent of
the other party. Unless specifically stated to the contrary in any written consent to an assignment, no assignment shall release or discharge the
assignor from any obligation under the Agreement.
9.4 Nothing in clause 9.3 shall prevent Maddocks from employing such persons or companies, as it may deem appropriate to assist it in the
performance of the Services.
9.5 A notice purported to be served under this Agreement shall be deemed to have been properly served if the same is in writing and is sent to the
usual business address of the recipient by mail, telegram, facsimile, email or telex message or personal delivery for which a receipt is obtained.
9.6 Where any ambiguity, inconsistency or discrepancy exists between these Terms of Engagement and any other document forming part of the
Agreement, these Terms of Engagement shall take precedence.
9.7 Unless expressly agreed in writing, the terms and conditions contained in any subsequent purchase orders from the Client shall not form part of the
9.8 The Agreement shall be governed by the law of the State in which the majority of the Services are provided, or the law of Queensland if the
majority of the Services are performed outside Australia.
PART 10 – HOURLY RATES
10.1 If the Fee or a means of calculating the Fee is not specified in Item 7 of these Terms of Engagement, then the Fee shall be calculated using the
(1) attached to these Terms of Engagement in Annexure B; or
(2) contained in Maddocks’s fee proposal or scope of works; or
(3) if no hourly rates are attached or contained in Maddocks’s fee proposal or scope of works, using the following hourly rates which are
subject to change by written notice:
(b) Senior Engineer/Scientist……………..$180
(c) Experienced Engineer/Scientist …….$170
(e) Designer ……………………………………$140