Sub-Consulting Terms

Version: 4 October 2017

1. INTRODUCTION

1.1. Purchase Orders issued by EPC Technologies Pty Ltd (registered in Australia at 6 Cornfield Place, Hillarys, WA 6025 (ABN 64 612 341 849) (“EPC”)) will reference these terms, and these terms will form part of the Contract for the services provided.

1.2. These terms, read with the Purchase Order and any other documents attached to or referred to in the Purchase Order comprise the entire Contract between the parties (together, “the Contract”). No amendment to the Contract is valid unless it is in writing and signed by both parties.

1.3. If there is any difference or conflict between the Contract and any other document, then to the extent of the inconsistency, the terms of the following will prevail in order of precedence:
(i) the Purchase Order; (ii) these terms; and (iii) any other document.

1.4. “EPC client(s)” or “EPC’s client(s)”, means any client or clients (as the case may be) of EPC (or any related or affiliated company of EPC).

2. SERVICES


2.1. You will provide to EPC, the drafting, design, engineering or other professional services referred to in the Purchase Order (“the Services”).

2.2. You will provide the Services, within the time frame of the Purchase Order and in compliance with all requirements stated in the Purchase Order and any other documents.

2.3. You must provide the Services in a proper manner, exercising due diligence and skill and to a high standard for the professional services in question. The Services will be performed in accordance with the requirements of and to the satisfaction of EPC (acting reasonably), as well as the satisfaction of EPC’s Client as provided in the Purchase Order.

2.4. In providing the Services, You must specifically comply with the following:

2.4.1.EPC Client Requirements stated in the Purchase Order;

2.4.2.all applicable requirements, policies and procedures imposed on EPC by EPC client, which are either referred to in the Purchase Order or are otherwise conveyed to You by EPC or EPC’s Client, as if the requirements were imposed on You itself; and

2.4.3.All applicable requirements, policies and procedures of EPC, as notified from time to time.

2.5. You will, upon request by EPC, provide such information (specifically including progress reports) relating to the Services or compliance with this Contract as EPC (acting reasonably) may require, in a timely manner.

3. DURATION


You agree to provide the Services for the Term stated in Purchase Order, or such other period as the parties may agree to in writing. 


4. NATURE OF ENGAGEMENT


The parties agree that the relationship between them is one of client and independent contractor and no relationship of employment, agency, partnership or joint venture is created between the parties. Neither party is authorized to incur any obligation on behalf of the other party, unless expressly authorized to do so in writing by the other party.

5. CONFLICT OF INTEREST

You warrant that:

5.1. You have no actual or potential conflict of interest in carrying out the Services under the Contract and shall immediately advise EPC in writing of any potential conflict of interest, before commencing the Services; and

5.2. You will take all required steps to ensure that no conflict of interest arises in relation to any Services, between either You and EPC or between EPC and EPC’s Client.

6. CONDUCT, POLICIES AND PROCEDURES


6.1. In providing the Services, You must at all times comply with and ensure that your employees comply with:

6.1.1. all laws;

6.1.2. all directions by either EPC or EPC’s Client, relating to safety or safe practices (which may include medical testing of personnel);

6.1.3. all other reasonable requirements and requests by either EPC or EPC’s Client; and

6.2. You must act in a proper and professional manner in its dealings with EPC and EPC’s Client.

7. FEES AND PAYMENTS

7.1. EPC will pay your fees for the Services rendered at the rate or amount stated as Fees in Purchase Order.

7.2. EPC will also reimburse You for reasonable and necessarily incurred expenses listed as Expenses in Purchase Order.

7.3. No other expenses will be paid by EPC, unless EPC’s prior written approval was obtained before incurring the expense in question.

7.4. The total amounts which EPC will pay to You for Fees and Expenses will not exceed the Maximum Amount(s) stated in in Purchase Order.

7.5. You will provide monthly Tax Invoices, as well as completed time sheets, log book records, receipts and any other supporting documentation reasonably requested by EPC. EPC will affect payment by electronic funds transfer (EFT) within the Payment Term period stated in Purchase Order, or within 31 days if not stated. 


7.6. You are responsible for managing (and paying for) all taxes in respect of the Services.

8. CONFIDENTIALITY

8.1. You acknowledge that in providing the Services, You will have access to information belonging to EPC or EPC’s Client, which is confidential.

8.2. You will, during the Contract and after its termination, treat as confidential and not disclose to any person (except as required by law) all Confidential Information.

8.3. “Confidential Information” means any information regarding any client of EPC which You acquire, while providing, or in association with, the Services. It includes (but is not limited to);

8.3.1. All information concerning the business or business processes of EPC or of EPC’s Client;

8.3.2.All information which is marked “Confidential”; and

8.3.3.Any other information which a reasonable person would understand to be confidential.

8.4. You will also comply with any confidentiality requirements of EPC’s Client, which are either referred to in the Purchase Order or are reasonable and otherwise conveyed to You by either EPC or EPC’s Client.

8.5. You will not make any public comments or releases regarding EPC, EPC’s Client, the Contract, the Services or any project, without the prior written consent of EPC and EPC’s Client. 


8.6. The obligations under this Clause 8 survive (and therefore continue to operate after) termination of the Contract. 


9. INTELLECTUAL PROPERTY

9.1. All documents and information (in any form) created or developed by You in the course of providing the Services will, upon creation or development, become the sole property of EPC or EPC’s Client (as the case may be), unless otherwise agreed by EPC in writing.

9.2. All documents and information (in any form) which are provided to You in the course of providing the Services will at all times remain the sole property of EPC or EPC’s Client (as the case may be). 


9.3. All intellectual property rights (including copyright) in the above documents and information will vest exclusively in EPC or EPC’s Client (as the case may be).

9.4. You must ensure that, immediately upon termination of the Contract or upon request at any time by EPC or EPC’s Client:

9.4.1. You deliver to EPC, all the above documents and information, as well as all copies thereof; and

9.4.2. You delete and securely destroys all copies of the above documents and information.

9.5. You will comply with all intellectual property requirements of EPC’s Client which relate to the Services, which are either stated in Purchase Order or are reasonable and otherwise conveyed to You.

9.6. You will comply with all reasonable requests of EPC in relation to protecting intellectual property rights. You will, specifically, sign all documents and do all things reasonably required in order to vest intellectual property rights in EPC or EPC’s Client (as the case may be), upon request.

9.7. The obligations under this Clause 9 survive (and therefore continue to operate after) termination of the Contract.

10. INSURANCES AND LICENCES

10.1. You will ensure that You and all employees who provide the Services hold all required licences, registration and accreditations to properly carry out the Services, for the duration of the Contract.

10.2. You will maintain the following insurance coverage, namely:

10.2.1. Professional Indemnity Insurance, in the amount of $5M for each and every claim;

10.2.2. Public Liability insurance, in the amount of $10M per claim and in aggregate; 


10.2.3. Workers Compensation insurance, as required, for each State in which the Services are provided; and

10.2.4. Any other or additional insurance or insurance amounts specified in Purchase Order.

10.3. You must provide certificates of currency evidencing the above insurance coverage, before commencing the Services if requested. 


11. LIABILITY AND INDEMNITY

You will indemnity and keep indemnified, EPC against all claims and from all liability arising from or in connection with:

11.1. your provision of the Services or failure to provide the Services; or 


11.2. any breach by You of any obligation under this the Contract or any other legal obligation; or 


11.3. any injury to any person, the death of any person, or loss or damage to any property belonging to EPC, EPC’s Client or a third party, caused by any act or omission of You; or

11.4. Your involvement in any Project, 
up to a maximum amount equal to the Liability Cap Amount stated in Purchase Order.

12. BUSINESS PROTECTION

12.1. You acknowledge that it is reasonable and necessary for EPC to protect its investment in goodwill, relationships with clients and other core business interests, as provided below.

12.2. You will not provide or attempt to provide (either directly or indirectly) in respect of the Project (referred to in Purchase Order), services to EPC’s Client which are similar to the Services (under this Contract) or the services which EPC is providing to EPC’s Client.

12.3. You will not do or say anything which is calculated to discredit or has the effect of discrediting the reputation of EPC. 


12.4. You will not, and EPC will not, during the Contract and for a period of 6-months after the date of termination the Services, either directly or indirectly, solicit or entice away any employee or contractor of the other party, or attempt to do so without the prior written consent of a Director of the other party.

12.5. We agree that each of the restrictions under this clause 12 is severable from the others and is itself severable from the Contract. Accordingly, in the event of:

12.5.1. one restriction being found to be invalid or unenforceable, this will not affect the validity or enforceability of the remaining restrictions; and

12.5.2. part of one restriction being found to be invalid or unenforceable, this will not affect the validity or enforceability of the remaining parts.

13. TERMINATION


13.1. This Contract may be terminated immediately, without prior notice if You:

13.1.1. cease to be available or is unable to render the Services, as required; 


13.1.2. are guilty of serious or wilful misconduct;

13.1.3. fails to act with due diligence or skill; 


13.1.4. commit any act of gross negligence;

13.1.5. breach any obligation of confidentiality or conflict of interest under the Contract or any applicable law; 


13.1.6. act in any manner that damages or is likely to damage the reputation of EPC or the relationship between EPC and any EPC client; or

13.1.7. commit any act of bankruptcy or becomes or threatens to become subject to any form of insolvency administration.

13.2. This Contract may be terminated by either party (“the Innocent Party”) if the other party breaches any obligation under the Contract (“the Defaulting Party”) and fails to remedy the breach within 7 days after receipt of a written notice from the Innocent Party the specifying the breach.

13.3. If EPC’s client terminates its Contract with EPC, EPC may terminate this Contract, by giving You as much notice as possible.

13.4. Upon termination of this Contract:

13.4.1. EPC will pay You for Services rendered up to the date of termination.

13.4.2. You must immediately return to EPC, all property of EPC or EPC’s Client which is held by You or is under your control.

14. GENERAL

14.1. If any provision or the application of any provision in the Contract is or becomes illegal, void or unenforceable, it will be severed from and not affect the validity or enforceability of the remaining provisions in the Contract.

14.2. Wherever in the Contract reference is made to the consent of a party or person this means that such party or person will have sole discretion to grant or refuse consent and to impose such pre-conditions for granting consent, as it may require.

14.3. No relaxation or any term of the Contract or failure to require the other party to comply with any term shall be construed as a waiver or limitation of a party’s rights to require compliance at any time

14.4. The Contract is governed by the laws of the State of Western Australia.