Terms & Conditions

STANDARD TERMS OF ENGAGEMENT

A1 ROLE OF KRB LOGISTICS RESOURCES

1.1 Professional Standard of Care
KRB Logistics Resources shall provide and complete the consulting services, to the standards and in the manner and at the time frequency and quantity specified by the Client. KRB Logistics Resources acknowledges that the Client shall rely on the Consultant to provide the service with all due skill, care and diligence.

1.2 Professional Duty of Independent Judgment
If KRB Logistics Resources is required to exercise its professional judgment between the Client and a third party with whom the Client has a contract then it shall do so independently and as required by the terms of that contract.

1.3 Knowledge of Clients Requirements
KRB Logistics Resources shall use all reasonable efforts to inform itself of the Client's requirements for the consultancy services and for that purpose it shall consult the Client throughout the provision of the services.

1.4 Additional Information Documents and Other Particulars
If KRB Logistics Resources considers that the information, documents and other particulars made available to it by the Client are not sufficient to enable KRB Logistics Resources to provide the services in accordance with this contract KRB Logistics Resources may advise the Client who shall then provide such further assistance, information, or other particulars as necessary in the circumstances.

1.5 Notice of Matters Likely to Change Scope or Timing of Services
If KRB Logistics Resources becomes aware of any matter which will change or which has changed the scope or timing of the services then it will give notice to the Client and the notice will contain, as far as practicable in the circumstances, particulars of the change.

1.6 Timely Provision of Services
KRB Logistics Resources shall provide the services in a timely manner to the extent that it is within its control to do so and the services program approved by the Client.

1.7 Malperformance
KRB Logistics Resources shall promptly perform again any consultancy services or item thereof certified as not having been performed in accordance with the Contract and the Client may, without derogating from any other right it may have on account of the malperformance of the services, defer payment of any part of an invoice relating to such services until the Client has certified that the re-performed services are in accordance with this Contract.

1.8 Delegation and Assignment
Where KRB Logistics Resources agrees to assign a person to complete a task it shall ensure that the person does not delegate any part of that task without the Client's consent.

1.9 Conflict of Interest
KRB Logistics Resources shall not undertake work for any person other than the Client which could result in KRB Logistics Resources having a conflict of interest.
If, after entering into the Contract, KRB Logistics Resources becomes aware of a real or potential conflict of interest then KRB Logistics Resources shall immediately advise the Client of same and the Client shall have the option of terminating the Contract on the basis of such conflict.

A2 ROLE OF THE CLIENT

2.1 Provide Information, Documents and Other Particulars
The Client shall as soon as practicable make available to KRB Logistics Resources all information, documents and other particulars relating to the Client's requirements for the consultancy services.

2.2 Arrange Access to the Site and Other Lands
The Client shall as soon as practicable make arrangements to enable KRB Logistics Resources to enter upon the Site and other lands as necessary to enable KRB Logistics Resources to perform the services.

2.3 Approvals
Unless expressly agreed, the Client shall as soon as practicable obtain all approvals, authorities, licenses and permits which are required from governmental, municipal or other responsible authorities for the lawful carrying out of the services to be provided.

2.4 Supply Necessary Equipment and Facilities
The Client shall make available to KRB Logistics Resources the equipment and facilities necessary to undertake any activities at the Clients sites.

2.5 Appoint a Representative
The Client shall appoint a person to act as his representative and give written notice to KRB Logistics Resources of the name of the person so appointed. The Client agrees that the person appointed shall have authority to act on behalf of the Client for all purposes in connection with this Contract.

2.6 Give Notice of Matters Likely to Change Scope or Timing of Services
If the Client becomes aware of any matter which may change the scope or timing of the services, or the consultancy services then the Client will give written notice to KRB Logistics Resources.

2.7 Co-operate with Consultant
The Client shall co-operate with KRB Logistics Resources and shall not interfere with or obstruct the proper performance of the services.

A3 PAYMENT TO KRB LOGISTICS RESOURCES FOR SERVICES

3.1 Client to Make Payment
In consideration of the promise by KRB Logistics Resources to perform the services the Client promises to pay to KRB Logistics Resources the contract sum and the reimbursable expenses in the manner set out in the Contract. No fee shall be payable for any consultancy services or items thereof which the Client has certified as not being performed in accordance with the Contract.

3.2 Reimbursable Expenses
In addition to the payment referred to in Clause 3.1 the Client agrees to indemnify KRB Logistics Resources for all costs and expenses incurred by KRB Logistics Resources in connection with the matters set out the Contract.

3.3 Timing of Payment
On or about the last working day of each month, KRB Logistics Resources will give to the Client an account for the services performed, and for reimbursable expenses incurred, during the period. The Client shall pay the full amount owing in respect of each account within seven (7) days of issue of the account.

3.4 Interest on Overdue Payment
The Client agrees that in addition to all other rights and remedies of KRB Logistics Resources, if the Client fails to pay all monies as and when due, KRB Logistics Resources shall be entitled to recover interest at the rate 12% on all moneys which are not so paid. The interest shall be calculated on daily balances from the due date of the account to the date of payment of the account by the Client.

3.5 Disputed Claims
If the Client disputes the whole or any portion of the amount claimed in an account submitted by KRB Logistics Resources he shall pay that portion of the amount stated in the account which is not in dispute and he shall notify KRB Logistics Resources in writing of the reasons for disputing the account. If the parties are unable to reach agreement within seven (7) days of the Client's notice, the dispute may be determined in accordance with this Contract. If it is resolved that some or all of the amount in dispute ought properly to have been paid at the time it was first claimed, then the Client shall pay the amount finally resolved together with interest on that amount in accordance with Clause 3.4.

3.6 Payment of Costs if Consultancy Services Delayed
If the provision of the services is delayed beyond a reasonable period for any reason other than a breach of the Contract by KRB Logistics Resources the Client shall pay to KRB Logistics Resources a reasonable sum of money to cover the consequential costs, and expenses suffered by KRB Logistics Resources as a result of the delay.

3.7 Effect of Termination on Right to Payment
If the engagement of KRB Logistics Resources is terminated for any reason other than for breach of contract by KRB Logistics Resources, KRB Logistics Resources shall be entitled to pro rata payment for the services provided out and consequential costs and expenses incurred as a result of the termination, for the period up to and including the date of termination.

3.8 Effect of Change in Circumstances
The Fee for the services performed under the Contract has been calculated on the assumption of both parties that the services are to be provided under circumstances normally pertaining to the carrying out of the type of services in question. The parties agree that if KRB Logistics Resources is required to provide the services in circumstances other than those normally pertaining to such a project or if there is a change in the scope, timing or order of the services, then KRB Logistics Resources shall be entitled to additional payment of an amount which is reasonable in the circumstances and which has been pre-agreed in writing prior to the services being provided.

3.9 Changes in Laws

If after the date of the Contract 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 statutory authority and that change directly or indirectly increases or decreases the costs or reimbursable expenses incurred by KRB Logistics Resources in providing the services then the fee and reimbursable expenses otherwise payable to KRB Logistics Resources under this Contract shall be increased or decreased accordingly.

A4 SCOPE OF LIABILITY

4.1 Insurance
KRB Logistics Resources shall effect and maintain the following insurances in connection with the provision of the consultancy services.

(a) Public Liability
KRB Logistics Resources shall maintain a Public Liability policy of insurance acceptable to the Client and for not less than AUD$1,000,000.00, covering KRB Logistics Resources in respect of any claim for loss or damage arising from any act or omission of KRB Logistics Resources.

(b) Workers Compensation Insurance
Before commencing work under the Contract KRB Logistics Resources shall insure against liability for death of or injury to persons employed by KRB Logistics Resources including liability by statute and at common law. The insurance cover shall be maintained until all work including remedial work is completed.

4.2 Consultants Maximum Liability
The liability of KRB Logistics Resources, its servants, agents or sub-consultants to the client arising out of the performance or non-performance of the service whether under law of contract, tort or otherwise, shall be limited to the cost of reperforming the services which are the subject of the commission.
The maximum liability of KRB Logistics Resources, its servants, agents or sub-consultants to the client arising out of the performance or non-performance of the service, whether under law of contract, tort or otherwise, shall be the amount of the fee actually paid by the client in respect of the commission to a maximum of $5,000-00 unless otherwise provided in this agreement. For the purpose of clause 4.2, the client contracts on its own behalf and on behalf of its servants, agents and sub-consultants.

4.2 Duration of Liability
KRB Logistics Resources 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 calendar (1) 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 KRB Logistics Resources (or any employee of KRB Logistics Resources) in respect of the services after that date.

4.3 Estimates of Project Cost
If the services include giving to the Client an estimate of the likely costs for a particular project KRB Logistics Resources warrants only that he will exercise the reasonable skill, care and diligence of a Consultant in the preparation of his professional opinion of those costs.

4.4 Proof of Insurance
Before KRB Logistics Resources commences work and whenever requested in writing by the Client so to do, KRB Logistics Resources shall produce evidence to the Client's satisfaction and approval of the insurance effected and maintained.
If, after being requested in writing by the Client so to do, KRB Logistics Resources fails to produce evidence of compliance with insurance obligations to the satisfaction and approval of the Client, the Client may effect and maintain the insurance, pay the premiums and deduct these payments from moneys due or to become due to KRB Logistics Resources from the Client.

4.5 Client Indemnities
The Client will indemnify and hold KRB Logistics Resources harmless against all claims, costs and demand by third parties in respect of the services concerned

A5 INTELLECTUAL PROPERTY AND DOCUMENTS

5.1 Ownership
Title to all Intellectual Property, patents and documents created under the Contract shall vest on creation or be vested in the Client.
Unless otherwise instructed by the Client, all manuals, standard drawings, computer programs and other documents supplied by the Client to KRB Logistics Resources for reproduction or guidance during the course of the Contract shall be returned to the Client by KRB Logistics Resources upon termination or completion of the Contract.

5.2 Intellectual Property in Material Supplied by Client
Intellectual Property in all manuals, standard drawings, computer programs and other information supplied to KRB Logistics Resources by the Client for reproduction or guidance in relation to the services remains vested in the Client. This information shall not be used or reproduced for any other purpose without the prior written approval of the Client.

5.3 Right to Use Documents
The Client and Consultant as appropriate, shall have a license to use the documents referred to in Clause 5.1 for the purposes of completing the consultancy services.

5.4 Publication of Articles
If KRB Logistics Resources wishes to submit for publication in journals, exhibitions or entry for awards any work produced by KRB Logistics Resources in providing the services to the Client, KRB Logistics Resources shall obtain prior approval in principle and then obtain final written approval from the Client by submitting, for a decision, a final copy of the material proposed to be published. Such approval shall not be unreasonably withheld. The material shall identify and if requested by the Client acknowledge the Client.

5.5 Patents and Trademarks
If during the course of providing the services, KRB Logistics Resources develops, discovers, or first reduces to practice a concept, product or process which is capable of being patented, then such concept, product or process shall be and remain the property of KRB Logistics Resources and the Client shall not use, infringe or otherwise appropriate the same without first obtaining the written consent of KRB Logistics Resources.

5.6 Return of Documents
Upon expiration or earlier termination of the Contract KRB Logistics Resources shall within fourteen days deliver to the Client all of the Contract Material in its possession. KRB Logistics Resources shall have the right to make and retain copies of all records.

5.7 Disclosure of Information
KRB Logistics Resources shall agree to treat as confidential all information and not divulge, disclose, publish, circulate or reproduce, to any third party (or authorise or permit any third part to divulge, disclose, publish, circulate or reproduce) without prior consent of the Client, any information, experience or data regarding the Client's specification, plans, programs, plant, processes, systems, products, cost, equipment or customers which may come within the knowledge of or may be developed by KRB Logistics Resources or the Client's employees in connection with the subsequent performances of the consultancy services.
KRB Logistics Resources shall agree that it shall not use the said specifications, plans, programs, plant, processes, systems, products, cost equipment or customer information for any purpose whatsoever, except as required under the provision of the Contract, subsequent approvals, and any contractual arrangements which may result from the Contract.

A6 DISPUTE DETERMINATION

6.1 Expert Determination
If the Client and KRB Logistics Resources are in dispute regarding any matter arising out of the Contract, then either party may by notice in writing served on the other require that such dispute be resolved by the determination of an independent third party acceptable to both parties. The other party may accept this course of action or seek arbitration under Clause 6.2. If the parties cannot agree on an independent third party within seven (7) days of the date of service of the notice then either party may require the Chairperson of the Queensland Institute of Arbitrators Australia to nominate the third party. The third party who has been agreed upon or appointed shall act as an expert and not as an arbitrator and his decision shall be final and binding upon the Client and KRB Logistics Resources.

6.2 Arbitration
Disputes under or arising out of the Contract may be referred to the arbitration of a person to be agreed between the Client and KRB Logistics Resources. If the parties fail to agree, within one (1) month of one party giving the other notice in writing of a dispute, then either party may request the Chairperson of the Queensland Institute of Arbitrators Australia to appoint an arbitrator and the arbitrator shall be so appointed.

6.3 Costs of Arbitration
The costs of any arbitration proceedings shall be borne as the arbitrator may direct.

6.4 Continuation of Providing the Service During Disputes
Notwithstanding the existence of a dispute, KRB Logistics Resources shall at all times continue to fulfil all obligations under the Contract and comply with all directions given to KRB Logistics Resources by the Client in accordance with the provisions of the Contract.

A7 TERMINATION OF CONTRACT

7.1 Termination by Client
The Client may by notice in writing served on KRB Logistics Resources terminate the Client's obligations under this Contract:-
(1) If KRB Logistics Resources is in breach of the terms of this Contract and the breach has not been remedied within twenty-eight (28) days (or longer period as the Client may allow) of the service by the Client on KRB Logistics Resources of a notice requiring the breach to be remedied; or
(2) If the Client serves on KRB Logistics Resources a notice requiring that this Contract be terminated on a date specified in the notice being not less than sixty (60) days from the date of issue of the notice.

7.2 Termination by Consultant
KRB Logistics Resources may by notice in writing served on the Client terminate KRB Logistics Resources' obligations under the Contract:-
(1) If the Client is in breach of the conditions of Clause 3 of the Contract; or
(2) If the Client is in breach of the provisions of any other Clause of the Contract and the breach has not been remedied within twenty-eight (28) days (or such longer period as KRB Logistics Resources may allow) of the service by KRB Logistics Resources on the Client of a notice requiring the breach to be remedied.
(3) If KRB Logistics Resources serves on the Client a notice requiring that this Contract be terminated on a date specified in the notice being not less than sixty (60) days from the date of issue of the notice.

7.3 Termination Not to Affect Rights in Respect of Prior Breaches
Termination shall be without prejudice to any claim which either party may have against the other in respect of any breach of the terms of the Contract which occurred prior to the date of determination.

A8 GENERAL MATTERS AND DEFINITIONS

8.1 Transfer and Assignment
(1) Neither KRB Logistics Resources nor the Client shall assign, sublet or transfer any right or obligation under the Contract without the 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 Contract.
(2) Nothing contained in this Clause shall prevent KRB Logistics Resources from employing within this fee such persons or companies as he may deem appropriate to assist him in the performance of the Contract.

8.2 Consultants
If circumstances arise which require the services of a specialist or expertise outside the field of KRB Logistics Resources, KRB Logistics Resources may with the prior approval of the Client engage the appropriate consultant. KRB Logistics Resources shall be engaged at the Client's expense. The Client's approval shall not be unreasonably withheld.

8.3 Notices
A notice purported to be served under the Contract 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, fax message or personal delivery for which a receipt is obtained.

8.4 Moneys
All reference to moneys in the Contract shall be deemed to be references to Australian currency and all moneys to be paid shall be paid to the relevant party in places he may reasonably nominate in writing.

8.5 Governing Law
The Contract and all arbitrations arising out of it is governed by the laws of Queensland.

8.6 Definitions
"Consultancy services" means the works described by the Client and agreed to by KRB Logistics Resources;
"KRB Logistics Resources" means the KRB Logistics Resources, appointed in writing by the Client to provide the consultancy services in accordance with the Contract, and includes the officers, employees, agents and authorised sub-consultants (and their employees and agents) of the KRB Logistics Resources;
"Contract" means the Client's Specification, these Conditions of Contract, KRB Logistics Resources' Proposal, incorporating any amendments agreed between the parties and the Client's Letter of Acceptance/Purchase Order;
"Contract Material" means all material including but not limited to documents, computer software, equipment, information and data stored by any means which is created as part of or created for the purpose of providing the Consultancy services;
"Client's Consent" means prior written consent (which shall not be unreasonably withheld) of the Client which may be given subject to such terms and conditions as the Client may see fit to impose;
"Client's Representative" means the person whose name or position is set out in the Annexure or any other person substituted by the Client from time to time to oversee the work of KRB Logistics Resources;
"Records" includes Contract Materials and books, documents and information disclosed or made available by the Client to KRB Logistics Resources in connection with the provision of the Consultancy services.

In these Conditions -
(a) headings are inserted for ease of reference only and shall not form part of nor be used in the interpretation of these Conditions;
(b) words importing the singular shall include the plural and vice versa, words importing a gender shall include other genders. A reference to a person shall be construed as a reference to an individual, firm, body corporate or other entity (whether incorporated or not), or, where a position is nominated, the individual occupying that position.

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