Condition of Engagement

1.        Fire Matrix Pty Ltd shall perform the services in accordance with these conditions and in the Proposal Letter of Engagement, which, when read together, form the contract (Contract) between you (the Client) and Fire Matrix. If you elect to confirm our engagement other than by signing a duplicate of this letter, by sending a purchase order or other document containing alternative terms and conditions, those terms and conditions will be of no effect.

2.        Fire Matrix Pty Ltd must commence the services as soon as practicable after this contract is executed by both parties and complete the Services by the Completion Date or during the period as stated in the Letter of Engagement or, if no time is stated, within a reasonable period of time. If Fire Matrix Pty Ltd is delayed in performing its obligations by an act or event beyond its reasonable control, time for performing the obligations shall be extended by a time equal to the delay.

3.        Fire Matrix Pty Ltd must perform the services to the standard of skill, care and diligence as reasonably expected of a consultant performing the same or similar services

4.        The Client and Fire Matrix Pty Ltd may agree in writing to vary the Services. The value for each variation shall be calculated based on the Fee or as agreed between Fire Matrix Pty Ltd and the Client. Time for performing the Services shall be extended by a time equal to the variation.

5.        The Client must pay to Fire Matrix Pty Ltd the Fee, the Reimbursable Expenses, the value of any variation in accordance with clause 4, and any reasonable costs incurred by Fire Matrix Pty Ltd in performing its obligations under this contract and agreed to by the Client.

6.        Fire Matrix Pty Ltd may claim payment progressively throughout the project, corresponding with the value of work undertaken during the period for the payment claim.

7.        The Client must pay Fire Matrix Pty Ltd the amount payable under this contract within fourteen days of the date of a payment claim. Overdue payments will be subject to compound interest charged at the bank bill standard yield rate as displayed by Reuters for the unpaid period plus two per cent per annum calculated daily. Fire Matrix Pty Ltd may immediately stop performing the Services if the Client fails to pay any fees that are due and payable to Fire Matrix Pty Ltd under this agreement ("Outstanding Fees"). Fire Matrix Pty Ltd must recommence the services as soon as the Client has paid all Outstanding Fees.

8.        The Client must provide to Fire Matrix Pty Ltd all relevant, up to date and accurate information and documents relevant to the Services at the commencement and during the term of this contract. Fire Matrix Pty Ltd may rely on information and documents provided by the Client but is under no duty to verify their accuracy or completeness.

9.        Fire Matrix Pty Ltd Liability to the Client is limited to the Fee or the cost of re-performing the Services, whichever is the lesser. Liability arising under this clause is reduced to the extent it arises out of in connection with any negligent act or omission or breach of contract by the Client. Neither party is liable to the other for loss of actual or anticipated revenue or profits, increased capital or financing costs, increased operational or borrowing costs, pure economic loss, exemplary or punitive damages or indirect or consequential damages.

10.      Twelve months from the date of Fire Matrix Pty Ltd final invoice, each party releases the other from all current and future liability, save for the Clients obligation to pay the Fee and any claim or dispute that has been notified in writing before that date.

11.      Fire Matrix Pty Ltd must affect and maintain insurance policies that it deems necessary for the Services (in its absolute discretion)

12.      Intellectual property rights in any drawings, reports, specifications, bills of quantity, calculations and other documents provided, or created by Fire Matrix Pty Ltd in connection with the performance of the Services remain the property of Fire Matrix Pty Ltd subject to each party complying with its obligations under the contract, each party provides to the other a royalty-free, non-exclusive licence to use intellectual property either belonging to that party or able to be provided by it whether under sub-licence or otherwise, for the sole purpose of performing the Services and completing the project.

13.      Unless Fire Matrix Pty Ltd expressly agrees otherwise

a.        The services are solely for the use and benefit of the Client, and

b.        Fire Matrix Pty Ltd does not accept any liability, whether directly or indirectly, for any liability or loss suffered or incurred by any person or the third party placing any reliance on the performance of the Services or any documents, materials or advice arising from or on connection with the Services.

14.      The Client indemnifies Fire Matrix Pty Ltd from any claim by, or liability to, a third party regarding third party use of, or reliance on, the Services

15.      Any dispute between the Client and Fire Matrix Pty Ltd may be notified in writing by a party to the other party. If a dispute is to be notified, it must be delivered by hand or registered post and adequately detail the dispute. Within seven days of service of a notice, senior representatives from each party with authority to settle the dispute must meet and use best endeavours to resolve the dispute. If the dispute is not resolved within seven days (or another period as agreed between the parties), either party may by written notice refer the dispute to a mediator appointed by both parties, or failing such agreement, appointed by the President of the Institute of Arbitrators and Mediators Australia. If the dispute is not resolved by mediation, either party may commence legal proceedings or such alternative dispute resolution proceedings as agreed in writing by the parties. A party cannot commence legal proceedings unless it has issued a notice under this clause and the requirements of this clause have been complied with.

16.      Clause 15 does not prevent a party from instituting proceedings in a competent court of law to seek injunctive or urgent declaratory relief or Fire Matrix Pty Ltd instituting proceedings at any time to recover money owed by the Client.