terms and conditions

Name: Pells Sullivan Meynink
Address: G3, 56 Delhi Road, North Ryde, NSW, 2113, AU
Telephone: +61 2 9812 5000
Price range: $

TERMS OF AGREEMENT FOR SUBCONTRACTING WORKS

The Subcontractor shall carry out the works ("Works") for PSM Holdings Aust Pty Limited ("PSM") described in the accompanying document and as set out in these Terms of Agreement ("Agreement") or as may be required of PSM by its Client ("Client").
In carrying out the Works, the Subcontractor shall exercise the degree of skill, care and diligence normally exercised by others performing work similar to the Works in similar circumstances.
The Subcontractor shall:
1. see all reasonable efforts to inform itself of PSM's requirements for the Works and shall consult PSM throughout the performance of the Works;
2. Carry out the Works in compliance with any Site conditions and approvals and all Legislative Requirements and the requirements of any Authorities having lawful jurisdiction over the Works or providing essential services to the carrying out of the Works;
3. Obtain all approvals, authorities, licenses, consents and permits required for the performance of the Works;
4. Be responsible for and make good, at its own cost, any pollution or contamination or other damage or harm to the environment which arises from or in connection with the Works or is otherwise caused or contributed to by the Subcontractor.
The Subcontractor is directly responsible for the health and safety of all persons on the Site, who otherwise may be affected by the Works, while the Subcontractor, and/or their plant and equipment is on the Site. The Subcontractor is directly responsible for managing environmental aspects during delivery of the Works. The Subcontractor must:
1. Comply with any Site specific safety and environmental requirements including any Site safety or environmental plan, and any oral or written directions given by the Client or PSM;
2. Ensure that it and its employees and subcontractors follow safe work procedures and practices at all times;
3. Comply and ensure that its employees, subcontractors and agents comply with all Site safety and environmental rules, regulations and instructions and all workplace and/or occupational health and safety or environmental legislation, regulations, codes and industry standards in relation to Site safety and environment;
4. Notify PSM immediately if it breaches any of its obligations with respect to occupational health and safety or environment under this Agreement and provide any documents or other information relevant to that breach upon request.
PSM shall pay to the Subcontractor the Fee and the Reimbursable Expenses as set out in the accompanying letter, provided that the Subcontractor provides all information and documentation required under any Goods & Services Tax legislation. PSM may require the Subcontractor to provide a statutory declaration that all employees, contractors and subcontractors have been paid all entitlements due to them including but not limited to all taxation, superannuation and workers compensation payments.
Notwithstanding Clause 5, the Subcontractor shall not be entitled to a progress or other payment unless and until the Subcontractor has provided to PSM evidence that the Subcontractor has effected the insurance cover required by Clauses 10, 11 and 12.
PSM may deduct from amounts otherwise payable to the Subcontractor any amount due from the Subcontractor to PSM in connection with the Works.
Payment, in part or in total, of the Fee does not constitute an acceptance by PSM of the Works and does not amount to a waiver of any right or action which PSM may have at any time against the Subcontractor.
The Subcontractor will indemnify and keep indemnified PSM against all claims, costs, demands and suits arising out of the or in connection with the performance or non-performance of the Works and any breach of any intellectual property rights relating to the Works under this Agreement.
The Subcontractor shall, before beginning to perform the Works, effect professional indemnity insurance with a reputable insurer approved by PSM for an amount not less than $2,000,000, or such other amount as set out in the accompanying letter. The professional indemnity insurance shall be maintained for a period of at least six years after final payment for the Works. Not more frequently than once every year, the Subcontractor must if requested by PSM forthwith provide PSM with a copy of a Certificate of Currency in respect of such insurance.
The Subcontractor shall effect and/or maintain public liability insurance for not less than $10 million, or such other amount as set out in the accompanying letter.
The Subcontractor shall effect and/or maintain workers compensation insurance covering all liability arising under statute or common law.
Copyright in all drawings, specifications, bills of quantities, calculations, reports and other documents created or provided by the Subcontractor in connection with the Works shall vest in PSM, unless specifically provided otherwise in writing. The Subcontractor shall indemnify and hold harmless PSM against all claims of very kind and description, and all costs, losses and expenses, arising out of or connected with any breach, or alleged breach, of any copyright or other intellectual property right, including any moral rights that might exist in any person who is not an employee of PSM.
PSM may by notice in writing served on the Subcontractor terminate the Agreement:
1. If the Client has terminated its agreement with PSM;
2. If the Subcontractor is in breach of this Terms of Agreement and the breach has not been remedied within fourteen (14) days of the service by PSM on the Subcontractor of a notice requiring the breach to be remedied; or
3. If PSM serves on the Subcontractor a notice requiring that the Agreement by terminated on a date specified in the notice being not less than twenty-eight (28) days after the service of the notice; or
4. The Subcontractor is unable to meet its debts as and when they fall due, or
5. If PSM in its sole discretion is of the bona fide opinion that the Client is dissatisfied with the Subcontractor's performance in connection with the provision of the Works not be in breach of this Agreement.
The Subcontractor may by notice in writing served on PSM terminate this Agreement if PSM is in breach of the provisions of the Agreement and the breach has not been remedied with twenty-eight (28) days of the service by the Subcontractor on PSM of a notice requiring the breach to be remedied.
Termination shall be without prejudice to any other claim which 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.
The Subcontractor shall not assign, sublet or transfer any right or obligation under the Agreement without the prior written consent of PSM.
The Subcontractor warrants that it does not have any actual or potential conflict of interest in undertaking the Services. The Subcontractor shall immediately inform PSM in writing of any matter which may give rise to an actual or potential conflict of interest.
All information provided to the Subcontractor by PSM or by the Client shall be treated as confidential. The Subcontractor must not, without PSM's written consent, disclose any information to any person, unless under obligation of law, or the information is already in the public domain.
No publicity or reporting relating to the Works shall be made by the Subcontractor without the prior written approval of PSM.
Any dispute between PSM and the Subcontractor shall first be the subject of mediation.
The terms of this Agreement shall supersede all prior agreements, discussions, representations, albeit verbal or written, implied or otherwise, and shall govern the relationship between PSM and the Subcontractor.
Subject to clause 24, the terms of this Agreement shall be final, and shall not be amended or altered in any way, other than with the written agreement of PSM.
The Subcontractor acknowledges that an Agreement may have been entered into between PSM and the Client. The Subcontractor agrees that despite any other provision of this Agreement, the Subcontractor will do all things as may be required to assist PSM to comply with its agreement with the Client so as to ensure that PSM fulfils its obligations to the Client.
The Subcontractor must immediately notify PSM in writing if any of the insurances required by clause 9, 10, 11 of this Agreement are not renewed in the normal course, or are cancelled by the insurer, or terms are imposed which could have a detrimental impact on the interests of PSM. If the Subcontractor fails to notify PSM as required by this clause, PSM may in its discretion and without attracting any liability withhold any payments otherwise due to the Subcontractor on any account whatsoever but this shall not affect the Subcontractor's ongoing obligations under this Agreement, which the Subcontractor must nevertheless continue to perform, if called upon to do so by PSM.

terms and conditions

TERMS OF AGREEMENT FOR SUBCONTRACTING WORKS

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