Terms of Professional Engagement

This publication establishes the standard terms governing Professional Engagements undertaken by the Christine Po Professional Practice.

Its purpose is to define the legal and commercial conditions under which Professional Engagements are accepted, administered and completed.

These Terms of Professional Engagement establish the contractual framework supporting the Professional Standards and are intended to promote clarity, transparency and mutual understanding between the Professional Practice and the engaging party.

This publication shall be read in conjunction with the applicable Professional Standards, the Accepted Proposal and any project-specific agreements.

A Professional Engagement shall be governed by these Terms of Professional Engagement upon acceptance of a proposal in accordance with CPS-004 – Professional Engagement Standard.

Acceptance of a proposal constitutes acceptance of these Terms unless otherwise agreed in writing by the Professional Practice.

Unless otherwise specified, quotations remain valid for thirty (30) calendar days from the date of issue. If accepted after this period, commercial terms may be reviewed by the Professional Practice before acceptance.

For the purpose of these Terms, the Accepted Proposal means the email, quotation, proposal or other written correspondence accepted by both parties as defining the Professional Engagement.

The Accepted Proposal defines, where applicable:

• scope of services;
• project location;
• commercial arrangements;
• deliverables;
• assumptions;
• exclusions; and
• project-specific variations to these Terms of Professional Engagement.

Acceptance may be evidenced by, but is not limited to:

• execution of a formal agreement;
• written acceptance of a proposal;
• issue of a purchase order;
• written instruction to proceed;
• acceptance through an electronic platform;
• conduct demonstrating acceptance of the proposed engagement.

No Professional Engagement shall be deemed to exist until the Professional Practice has accepted the engagement and any applicable conditions precedent have been satisfied.

The Professional Practice reserves the right to decline any proposed engagement where:

• the proposed services fall outside the established competence of the Professional Practice;
• a conflict of interest exists;
• professional independence cannot reasonably be maintained;
• insufficient information is available to define the engagement;
• acceptance would be inconsistent with the Professional Standards or applicable legislation.

The Accepted Proposal, together with these Terms of Professional Engagement, the applicable Professional Standards and any executed project-specific agreements, constitute the entire agreement governing the Professional Engagement unless otherwise required by law.

A Professional Engagement is established upon acceptance of a proposal, quotation, email or other written correspondence in accordance with these Terms and CPS-004 – Professional Engagement Standard.

The Professional Engagement defines the professional relationship between the Professional Practice and the engaging party and shall be limited to the services expressly described within the Accepted Proposal.

The Professional Practice shall perform the Professional Engagement:

• within the agreed scope;
• in accordance with the applicable Professional Standards;
• exercising independent professional judgement;
• using reasonable skill, care and diligence consistent with the nature of the engagement.

The Professional Practice shall not be responsible for services, deliverables or outcomes that fall outside the agreed scope of the Professional Engagement.

The engaging party acknowledges that:

• the Professional Engagement is limited to the services described within the Accepted Proposal;
• professional opinions are based upon the information available at the time of the engagement;
• additional services may be required where further information becomes available or project circumstances change;
• professional conclusions may change where new information, evidence or project conditions become known.

The Professional Practice may engage suitably qualified employees, subcontractors or specialist consultants where necessary to deliver the Professional Engagement, provided responsibility for the Professional Engagement remains with the Professional Practice unless otherwise agreed.

Nothing within the Professional Engagement shall be interpreted as transferring statutory responsibilities, design responsibilities or contractor responsibilities to the Professional Practice unless expressly stated within the Accepted Proposal.

The Professional Practice shall perform each Professional Engagement in accordance with the Accepted Proposal, these Terms of Professional Engagement and the applicable Professional Standards.

In undertaking a Professional Engagement, the Professional Practice shall:

• exercise independent professional judgement;
• perform the engagement with reasonable skill, care and diligence;
• act honestly, objectively and in good faith;
• maintain the integrity of compliance information;
• preserve the traceability of professional decisions and supporting evidence;
• communicate material matters affecting the engagement in a timely manner;
• identify limitations, assumptions and exclusions relevant to the engagement;
• maintain appropriate professional records throughout the Engagement Lifecycle;
• protect confidential information in accordance with applicable legal and professional obligations.

The Professional Practice shall not:

• alter professional opinions due to commercial, contractual or external pressure;
• certify matters beyond the agreed scope of the Professional Engagement;
• accept responsibility for the acts or omissions of others unless expressly agreed;
• rely upon information known to be inaccurate or misleading without recording the associated limitations.

Where information provided by others cannot reasonably be verified, the Professional Practice may rely upon that information, provided the reliance and any associated limitations are appropriately documented.

The Professional Practice shall notify the engaging party where circumstances arise that materially affect the scope, delivery or intended outcomes of the Professional Engagement.

The engaging party shall cooperate with the Professional Practice to enable the Professional Engagement to be performed efficiently, safely and in accordance with the Accepted Proposal.

Unless otherwise agreed, the engaging party shall:

• provide accurate and complete information relevant to the Professional Engagement;
• promptly provide documents, records and other information reasonably requested by the Professional Practice;
• provide safe and timely access to buildings, systems, assets and project personnel where required;
• identify known hazards, access restrictions and site-specific requirements;
• obtain all necessary permissions required to facilitate the Professional Engagement;
• nominate an authorised representative where appropriate;
• review and respond to requests for information, deliverables and approvals within reasonable timeframes;
• promptly notify the Professional Practice of matters that may materially affect the Professional Engagement.

The engaging party acknowledges that delays in providing information, instructions, approvals or access may affect the delivery of the Professional Engagement and may result in adjustments to programme, scope or commercial arrangements.

The engaging party warrants that it has the authority to engage the Professional Practice and to provide access to the information, buildings, systems and assets necessary for the Professional Engagement.

The Professional Practice shall not be responsible for errors, omissions, delays or additional costs arising from inaccurate, incomplete or misleading information provided by the engaging party or other project participants.

The Professional Engagement is limited to the scope expressly described within the Accepted Proposal together with any approved variations.

No services shall be implied by omission, custom, prior dealings or expectation.

Where the engaging party requests services outside the agreed scope, the Professional Practice shall determine whether the requested services:

• constitute a variation to the existing Professional Engagement; or
• require a separate Professional Engagement.

Variations may arise as a result of, but are not limited to:

• changes in project requirements;
• additional assets or systems;
• unforeseen site conditions;
• additional information becoming available;
• changes requested by the engaging party;
• changes required to achieve the intended professional outcome.

The Professional Practice shall assess the impact of any proposed variation on:

• scope;
• deliverables;
• programme;
• commercial arrangements;
• Professional Standards applicable to the engagement.

Variations shall be documented and approved before the additional services are undertaken wherever reasonably practicable.

Where immediate action is reasonably necessary to protect life, property or the integrity of the Professional Engagement, the Professional Practice may undertake the minimum additional services necessary before formal approval of a variation, provided the engaging party is notified as soon as reasonably practicable.

The Professional Practice reserves the right to decline requested variations where they:

• fall outside the established competence of the Professional Practice;
• conflict with the Professional Standards;
• compromise professional independence; or
• materially alter the nature of the Professional Engagement.

Professional fees shall be determined in accordance with the Accepted Proposal and the applicable Christine Po commercial methodologies in force at the date of quotation.

The engaging party shall pay all fees, charges and reimbursable expenses in accordance with the Accepted Proposal and the accepted commercial arrangements.

Unless otherwise agreed, professional fees are payable for:

• Professional Engagements undertaken;
• approved variations;
• additional services requested by the engaging party;
• reimbursable expenses identified within the Accepted Proposal.

Professional fees reflect the professional knowledge, experience, judgement, responsibility and accountability required to deliver the Professional Engagement and are not solely determined by the time required to perform the services.

Unless otherwise stated, all professional fees are exclusive of Goods and Services Tax (GST). GST is payable in accordance with Australian taxation legislation.

The Professional Practice reserves the right to issue invoices:

• upon completion of defined milestones;
• at agreed progress intervals;
• upon completion of the Professional Engagement; or
• in accordance with the Accepted Proposal.

Payment shall not be withheld solely because:

• remediation works remain incomplete;
• third-party approvals have not been obtained;
• disputes exist between the engaging party and other project participants; or
• matters outside the control of the Professional Practice remain unresolved.

Where payment is not received in accordance with the agreed commercial arrangements, the Professional Practice may, upon providing reasonable notice:

• suspend the Professional Engagement;
• withhold draft reports, final reports, registers, certificates, digital deliverables and other deliverables until payment has been received in accordance with the Accepted Proposal and the accepted commercial arrangements;
• decline to commence subsequent stages of the engagement;
• recover reasonable costs associated with the collection of outstanding amounts; or
• terminate the Professional Engagement in accordance with these Terms.

The engaging party remains liable for professional services performed up to the date of suspension or termination.

The Professional Practice shall treat information provided by the engaging party as confidential except where disclosure is:

• authorised by the engaging party;
• required by law;
• necessary to perform the Professional Engagement; or
• reasonably required to protect life, property or the public interest.

The engaging party shall treat the Professional Practice's methodologies, Professional Standards, commercial information, pricing methodologies, templates, digital systems and proprietary documentation as confidential unless otherwise authorised in writing.

Unless otherwise agreed in writing, all intellectual property created, developed or owned by the Professional Practice, including but not limited to:

• Professional Standards;
• methodologies;
• templates;
• technical documentation;
• reports;
• databases;
• software;
• Firecode;
• digital workflows;
• pricing methodologies; and
• educational materials,

shall remain the intellectual property of the Professional Practice.

Upon payment of all applicable fees, the engaging party is granted a non-exclusive, non-transferable licence to use the deliverables solely for the purpose for which they were prepared.

The engaging party shall not reproduce, modify, distribute, commercialise or otherwise use the intellectual property of the Professional Practice beyond the intended purpose of the Professional Engagement without prior written consent.

Nothing within these Terms transfers ownership of intellectual property unless expressly stated within an executed written agreement.

The Professional Practice shall perform each Professional Engagement with reasonable skill, care and diligence consistent with the nature of the engagement.

Professional opinions, assessments, recommendations and conclusions are based upon the information, evidence and site conditions available at the time the Professional Engagement is undertaken.

Reports, registers, certificates and other deliverables represent the conditions observed, information reviewed and evidence available on the inspection date or date of assessment only.

Reports and registers should not be relied upon following alterations, refurbishment, demolition, additional service installations, subsequent building works, changes in occupancy or changes in building use unless the Professional Practice has been separately engaged to assess those matters.

The Professional Practice does not warrant or guarantee:

• the future compliance of any building, system or asset;
• the performance of contractors, consultants or other third parties;
• the accuracy or completeness of information provided by others;
• the discovery of latent, concealed or inaccessible conditions beyond the agreed scope of the Professional Engagement.

The Professional Practice shall not be liable for loss, damage, delay or additional costs arising from:

• inaccurate, incomplete or misleading information provided by others;
• changes in legislation, Australian Standards or regulatory requirements occurring after completion of the Professional Engagement;
• works undertaken by third parties;
• failure by the engaging party or others to implement recommendations;
• matters outside the agreed scope of the Professional Engagement.

To the fullest extent permitted by law, the liability of the Professional Practice shall be limited to the re-performance of the Professional Engagement or the reasonable cost of re-performing the Professional Engagement, unless otherwise required by law or expressly agreed in writing.

Nothing within these Terms excludes, restricts or modifies any statutory rights or guarantees that cannot lawfully be excluded under applicable legislation.

A Professional Engagement may be suspended or terminated by either party in accordance with these Terms or any applicable project-specific agreement.

The Professional Practice may suspend or terminate a Professional Engagement where:

• the engaging party fails to comply with these Terms;
• payment is not made in accordance with the agreed commercial arrangements;
• access to the site, information or personnel is not reasonably provided;
• the scope of the engagement changes without agreement;
• circumstances arise that compromise professional independence;
• continuing the engagement would be unlawful, unsafe or inconsistent with the Professional Standards.

The engaging party may suspend or terminate a Professional Engagement by providing written notice in accordance with the Accepted Proposal or any applicable project- specific agreement.

Upon suspension or termination:

• the Professional Practice shall be entitled to payment for all professional services performed up to the effective date of suspension or termination;
• approved reimbursable expenses incurred prior to suspension or termination shall remain payable;
• intellectual property rights shall remain unaffected;
• confidentiality obligations shall continue to apply;
• completed deliverables may be issued subject to satisfaction of the agreed commercial arrangements.

Suspension or termination shall not affect any rights, obligations or liabilities that have accrued prior to the effective date of suspension or termination.

Where practicable, the Professional Practice shall take reasonable steps to facilitate an orderly conclusion of the Professional Engagement consistent with its professional obligations.

The parties shall endeavour to resolve any dispute arising from a Professional Engagement promptly, professionally and in good faith.

Where a dispute arises, the parties shall first seek to resolve the matter through direct discussions between authorised representatives.

If the dispute cannot be resolved through direct discussions within a reasonable period, either party may request that the dispute be referred to senior representatives of the parties for further consideration.

During the resolution of a dispute, the parties shall continue to perform their respective obligations under the Professional Engagement to the extent reasonably practicable, unless the nature of the dispute prevents continued performance.

Nothing within this section prevents either party from seeking urgent interlocutory relief or exercising any rights available under applicable law where immediate action is reasonably necessary.

The existence of a dispute shall not relieve the engaging party of its obligation to pay amounts that are not genuinely disputed.

These Terms of Professional Engagement shall be governed by and construed in accordance with the laws of the jurisdiction in which the Professional Practice is established, unless otherwise agreed in writing.

If any provision of these Terms is found to be invalid, unlawful or unenforceable, that provision shall be severed to the extent necessary without affecting the validity or enforceability of the remaining provisions.

A failure or delay by the Professional Practice to exercise any right under these Terms shall not constitute a waiver of that right.

No waiver of any provision of these Terms shall be effective unless made in writing.

These Terms constitute the entire agreement governing the Professional Engagement when read together with:

• the Accepted Proposal;
• the applicable Professional Standards;
• any approved project-specific agreements; and
• any documents expressly incorporated by reference.

No amendment to these Terms shall have effect unless approved in writing by the Professional Practice or incorporated through an approved revision of the Professional Standards.

The Professional Practice may revise these Terms of Professional Engagement from time to time through the controlled publication of revised editions.

Unless otherwise stated within the Accepted Proposal, the edition in force on the date of the Accepted Proposal shall govern the Professional Engagement.

The rights and obligations established by these Terms that, by their nature, are intended to survive completion, suspension or termination of the Professional Engagement—including, but not limited to, confidentiality, intellectual property, payment obligations, limitation of liability and dispute resolution—shall continue in force following the conclusion of the Professional Engagement.

These Terms shall be interpreted consistently with the principles established by the Christine Po Professional Standards, recognising that the Professional Standards govern the operation of the Professional Practice and these Terms establish the contractual framework through which those standards are applied.

This Revision History records the publication history of CPS-005 and provides a controlled record of approved revisions made throughout the lifecycle of this publication.