Sub-Consultant Services Agreement
This Sub-Consultant Services Agreement (the “Agreement”) is by and between You, the Sub-Consultant, and BuildingPro Pty Ltd (“BuildingPro”) (collectively the “Parties”).
The Parties agree as follows:
1. SERVICES. You will perform the following services (the “Services”):
You will attend the property and/or properties as required to undertake the specific inspections, reports, recommendations and other services as agreed between the Parties. In providing the Services, You will exercise the degree of skill, care and diligence normally exercised by members of Your profession when performing Services of a similar nature under similar circumstances and in accordance with the BuildingPro standard of practice as set out on the Buildingpro website under Code of Conduct and Code of Ethics at www.buildingpro.com.au. You will operate under the general direction of BuildingPro in relation to the provision of the Services under this Agreement. You represent that You are experienced and properly qualified, fully insured and licensed to perform the required Services requested by BuildingPro.
2. TIME OF COMPLETION. The Services shall be performed in a timely manner and as requested by BuildingPro.
3. EQUIPMENT. When performing the Services, You will use Your own equipment and as and when required by BuildingPro, You agree to use the BuildingPro Report Writing Format.(see Definitions at clause 10(k) below).
4. PAYMENT. You agree to invoice BuildingPro for the Agreed Fee after completion of the Services. Failure by You to perform the Services as agreed between the Parties will disentitle you to payment of the Agreed Fee by BuildingPro. BuildingPro agrees to pay Your invoiced Agreed Fee in a timely manner provided that BuildingPro is satisfied that the Services have been properly performed by You. (see Definitions at clause 10(k) below regarding Agreed Fee).
5. INDEMNIFICATION. You hereby indemnify and hold harmless BuildingPro for any damages, actions, suits, claims or other costs (including reasonable legal fees) for which BuildingPro may be held liable, arising out of any injury (including death) to any person (including employees of You) or damage to any property arising out of the performance of the Services by You, or by any employee, service provider, subsidiary, assign, or other affiliate of You.
You hereby indemnify and hold harmless BuildingPro for any damages, actions, suits, claims or other costs (including reasonable legal fees) arising out of Your performance of the Services pursuant to this Agreement, or arising out of any breach of any of Your representations or warranties under this Agreement by You, or by any employee, subsidiary, service provider, or other affiliate of You.
6. INSURANCES. You agree to hold and maintain the following insurances during the currency of this Agreement:
(a) Public Liability insurance in an approved form for cover of not less than $5,000,000 and;
(b) Professional Indemnity insurance with an approved insurer for a cover of not less than $1,000,000 together with one automatic reinstatement during the period of insurance which shall indemnify You for liability for any negligent act, error or omission in the course of performing the Service.
7. ARBITRATION. Any dispute, claim or controversy arising out of this Agreement or the interpretation, construction, breach or termination of this Agreement, shall be settled by an arbitrator in the relevant Sate according to the provisions of the relevant Commercial Arbitration Act or law of that State. The ruling of the arbitrator shall be final and binding upon the Parties. Judgment may be entered on any award made by the arbitrator in any court of competent jurisdiction. The costs of any arbitration pursuant to this clause 7 shall be borne by the Parties equally, except that each Party will be responsible for its own legal fees and expenses. The arbitrator is empowered, but not required, to apportion the costs of the arbitration (including legal fees and expenses) to the Parties as it sees fit.
8. NOT TO COMPETE. You agree not to canvass or solicit the business of or maintain any personal records of any client of BuildingPro or referrer of BuildingPro. You agree not to actively copy or compete with the business of BuildingPro. You agree that the business systems, practices, affiliations and knowhow of BuildingPro in respect of the Services perusant to this Agreement are and remain the intellectual property of BuildingPro and are protected as such.
9. CONFIDENTIALITY. You agree to hold in confidence and not to disclose to any third party any or all information of a confidential nature not generally available to the public.
10. GENERAL PROVISIONS.
(a) You warrant that all Services shall be completed in a professional manner and in compliance with all building codes and other applicable laws.
(b) You warrant that, to the extent required by law, all Services shall be performed by individuals duly licensed and authorised by law to perform the Services.
(c) You warrant that You are adequately insured for injury to Your employees and others incurring loss or injury as a result of the acts of You or Your employees.
(d) In the event that BuildingPro shall fail to pay any payment due hereunder, You may cease Services without breach pending payment or resolution of dispute.
(e) You shall not be liable for any delay due to circumstances beyond Your control.
(f) You are an independent contractor and not an employee of BuildingPro.
(g) Any changes to this Agreement must be made in writing and agreed to by the Parties.
(h) This Agreement shall be construed in accordance with the laws of the relevant state.
(i) Neither of the Parties may assign this Agreement without prior written consent from the non-assigning party.
(j) The headings of the sections herein are for convenience only, and shall not affect the meaning of the provisions of this Agreement.
“Agreed Fee” means the payment terms that are agreed between the Parties for the specific Service to be performed by the Sub-Consultant;
“Report Writing Format” means the format for writing the reports in accordance with the BuildingPro standard of practice;
“You” ”Your” means the person accepting the terms and conditions of this Agreement who is the Sub-consultant for BuildingPro;
(l) This Agreement constitutes the entire agreement between the Parties and supersedes any prior understanding or representation of any kind preceding the acceptance of this Agreement. There are no other promises, conditions, understandings or other agreements, whether oral or written, relating to the subject matter of this Agreement.