Consultancy Hours Terms and Conditions

  1. SCOPE OF SERVICES
    PharmOut will provide to the client, consulting, training or other services described in the aforementioned proposal, these Terms and Conditions, and any attached documents, called herein ‘The Proposal’. Once the client has signed The Proposal, The Proposal becomes a binding agreement (The Agreement) between the client and PharmOut Pty Ltd.
  2. SKILL AND CARE
    In providing these services, PharmOut will exercise the degree of skill, care and diligence normally exercised by professional consultants performing services of a similar nature.
  3. CHANGE OF SCOPE OF SERVICES
    The services described in The Proposal are based on facts known to PharmOut at the time of preparation of those documents, including information supplied by the client. Subsequent information, or a client request, may require changes to the scope or timing of the services. If there is a change in scope, order or timing, PharmOut will be entitled to amend the price by an amount reasonable in the circumstances. PharmOut will provide the client with an amended scope and schedule for the provision of the services and an amended price, each of which will be deemed to have been approved by the client if not objected to within 10 business days after receipt by the client.
  4. FEES
    The client must pay PharmOut the fee and the reimbursable expenses (together called “the price”) as set out in The Proposal. A mark-up of 15% will be applied to the total cost of all reimbursable expenses to cover the cost to PharmOut of finance, administration and coordination. Reimbursable expenses include, but are not limited to, travel and accommodation, equipment use/hire, communications, computer usage and fees charged by other professional consultants as part of The Proposal.
  5. TERMS OF PAYMENT
    The client must pay all amounts invoiced within 30 days after the date of the invoice. Any amount not paid within that period will attract an administration fee of $50 per month, invoiced at the end of each month until the debt is paid in full. We also reserve the right to temporarily suspend the supply of our services while any amount remains overdue for payment.

    If the client does not pay any overdue invoices by the due date, PharmOut reserves the right to advance the debt for collection via a Third-Party debt collector. In this instance, the client may be liable for debt collection recovery charges.

    Payments received will be applied firstly against any interest owing under this clause and secondly against the outstanding invoice amount. Invoices may be rendered fortnightly for services performed in the preceding month, and when the services have been completed.

    Where the client requires invoice payment to be processed against a corresponding purchase order, a single purchase order for the total amount (AUD) for the whole project must be provided to PharmOut prior to commencement of work.
    5.1. SECURITY OF PAYMENT (Construction Contract only)
    i. This clause, Security of Payment, applies if this is a ‘construction contract’ as defined under the Building and Construction Industry Security of Payment Act 2002 VIC, as amended from time to time (“the SOP Act”).
    ii. PharmOut reserves the right to make progress payment claims on the date(s) set out in the Payment Terms of the Proposal which are ‘reference dates’ for the purposes of the SOP Act.
    iii. The client must pay a progress payment claim within 7 business days after the payment claim is made.
    iv. Interest is payable on any overdue progress payment or any other sum owed to PharmOut which is to be calculated at the reference or indicator rates used by PharmOut’s Principal banker plus 0.5% per month.
    v. The client agrees that where these Terms and Conditions are silent on the method and
    timing of payments, the provisions under the SOP Act will apply.
    vi. The client indemnifies and holds harmless PharmOut for any claim, action, loss, damage, liability or costs (including legal costs on a full indemnity basis) which PharmOut suffers, incurs or is liable for due to any the client’s breach of this clause, Security of Payment.
  6. DELAYS AND CHANGES IN THE LAW
    If events beyond the control of the client or PharmOut result in a delay to any schedule agreed for the provision of the services, that schedule will be amended to the extent necessary to compensate for the delay. PharmOut will be entitled to an extension of time for providing the services equal to the delay plus consideration for compounded effects regarding accessibility, availability and coordination of services. PharmOut may adjust the price to reflect any increase in costs or loss incurred as a result of the delay unless the delay is caused by PharmOut. If, after the date of engagement of PharmOut under these Terms and Conditions, there is any change to laws, licenses, permits, approvals or statutory authorities relevant to the services and that change directly or indirectly increases the costs of performing the services or results in any loss being incurred by PharmOut, then the price shall be increased accordingly.
  7. TIME LIMIT FOR MAKING CLAIMS
    PharmOut and its servants, agents and sub-consultants, shall be deemed to have been discharged from all liability whatsoever in respect to the services, whether under the law of contract, tort or otherwise, at the expiration of three (3) calendar years from the completion of the services unless otherwise provided for in any accompanying documents. The client and persons claiming through or under the client shall not be entitled to commence any action or claim whatsoever against PharmOut, its servants, agents or sub-consultants in respect of the services after that date. For the purposes of this clause, PharmOut contracts on its own behalf and on behalf of its servants, agents and sub-consultants.
  8. LIMITATION OF LIABILITY
    8.1. The liability of PharmOut, its servants, agents or sub-consultants to the client arising out of the performance or non-performance of the services, whether under the law of contract, tort or otherwise, shall be limited to:
    i. the cost of supplying the services again, or
    ii. paying the cost of having the services supplied again.

    8.2. The maximum liability of PharmOut, its servants, agents or sub-consultants, to the client arising out of the performance or non-performance of the services, whether under the law of contract, tort or otherwise, shall be the price actually paid by the client in respect of the services up to a maximum of AUD$10m, unless otherwise provided in any accompanying documents. For the purposes of this clause, PharmOut contracts on its own behalf and on behalf of its servants, agents and sub-consultants.

    8.3. The client acknowledges and agrees that neither PharmOut nor its servants, agents or sub-consultants, will be liable under the law of contract, tort or otherwise for economic loss, whether direct or consequential, suffered by the client or any indirect or consequential loss of any kind.

    8.4. PharmOut does not give any warranty nor accept any liability in relation to the performance or non-performance of the service except to the extent, if any, required by the law or specifically provided for in these Terms and Conditions or any accompanying documents. If, apart from this clause, any warranty would be implied whether, by law, custom or otherwise, that warranty is, to the full extent permitted by law, hereby excluded. Nothing in these Terms and Conditions shall be read or applied so as to purport to exclude, restrict or modify or have the effect of excluding, restricting or modifying the application of all or any of the provisions of Part IV of the Competition and Consumer Act 2010 (as amended) or any relevant State or Territorial legislation which by law cannot be excluded, restricted or modified.

    8.5. Notwithstanding, and without limiting the provisions of this clause and the clause TIME LIMIT FOR MAKING CLAIMS, the client acknowledges and agrees that no servant, agent or sub-consultant of PharmOut will have any separate or individual liability to the client.
  9. NON SOLICITATION
    The client shall not offer to employ the contracted PharmOut Employee in the service of itself or that of any subsidiary, affiliate, related corporation or associated person during the term of The Agreement nor within a period of six months following the completion of The Agreement nor within a period of six months from the introduction date should an agreement not be reached unless the prior written consent of PharmOut is obtained. If the client does employ or engage the contracted PharmOut Employee within the period specified, regardless of how the employee is approached for the role, then without prejudice to PharmOut’s other rights and remedies the client shall pay to PharmOut a placement fee of $50,000.
  10. INTELLECTUAL PROPERTY RIGHTS
    10.1. PharmOut retains copyright and all other intellectual property rights in the drawings, reports, software source codes and other documents and concepts provided by PharmOut during the submission and/or negotiation period prior to the establishment of a “contract for services” or as part of or in connection with the agreed services.

    10.2. Drawings, reports, software source codes and other documents and concepts provided by PharmOut are “commercial-in-confidence” and must not be distributed to any third party without the express consent of PharmOut. Once an agreed contract for services is in place the client shall have a licence to use the drawings, reports, software source codes and other documents provided by PharmOut in connection with the services for the purpose for which those drawings, reports, software source codes and other documents are prepared. The client shall not use or make copies of those drawings, reports, software source codes or other documents for any purpose other than that for which they were originally prepared.

    10.3. If PharmOut develops, discovers or produces, during the course of providing the service, a service, concept, product or process which is capable of being patented, then the service, concept, product (includes software source code) or process remains the property of PharmOut.

    10.4. The client shall be entitled to a royalty-free licence to use the same for only that project and specific function for which the contract for services was originally engaged.

    10.5. As proprietary files contain propriety BIM objects supplied by manufacturers in confidence to PharmOut, these cannot be shared. Therefore, all native CAD files will only be supplied in Navisworks format or PDF, 3D visualisation may be supplied via Enscape if agreed at the start of the project.
  11. RE-USE OF DOCUMENTS
    If, without PharmOut’s approval, the client:
    i. re-uses for any purpose other than that for which originally prepared, or
    ii. makes any alteration to,
    iii. any drawings, reports, documents or other items supplied by PharmOut as part of the service,
    then the client does so at their own risk. The client will indemnify and hold PharmOut harmless against any claim made against PharmOut and all expenses incurred by PharmOut, including legal expenses on a full indemnity basis arising out of any such re-use or alteration.
  12. RETURN OF DOCUMENTS
    The rights conferred upon the client pursuant to this clause will terminate upon:
    i. failure of the Client to make any payment under these Terms and Conditions on the due date;
    ii. termination of the agreement by the client for a reason other than a substantial breach of contract by PharmOut; and
    iii. the termination of the agreement by PharmOut,
    and, on request by PharmOut, the client will then return to PharmOut all drawings, reports and other documents provided by PharmOut as part of or in connection with the services, together with all copies or duplicates made by the client.
  13. DISPUTES
    In the event of a dispute, the parties are free to pursue standard legal recourse of their choosing.
  14. GOODS AND SERVICES TAX (GST)
    14.1. The Client acknowledges that all amounts payable by it to PharmOut under or by reason of these Terms and Conditions are exclusive of any government impost or tax. If, as a result of either the introduction or variation of the rate of GST after the date of this agreement, PharmOut is obliged to pay GST in respect of the price to be paid by the client, then at the request of either party, the parties must negotiate in good faith to agree on an adjustment to the fee.

    14.2. The additional amount will be shown as a separate item on an invoice. Additional amounts are not refundable under any circumstances. A separate additional amount applies to each supply of services. An additional amount shall also include an amount equal to the amount of purported tax borne by, or charged by any person to, PharmOut in respect of goods and services and/or other things acquired by or paid for by PharmOut to the extent they were acquired or paid for in connection with the performance by PharmOut of any of its obligations under this agreement for which an input tax credit concerning GST or refund of GST cannot be obtained by, or if obtained is subsequently denied to, PharmOut.
  15. COVID-19 OR OTHER EXTREME CIRCUMSTANCES OF PUBLIC HEALTH AND SAFETY
    15.1. COVID-19 or other extreme circumstances of public health and safety where the risk of compromising health and/or safety is high and measures of risk-mitigation are imposed by the (Federal and/or State) governments that may impact the operation of the Company has the potential to materially and adversely affect our ability to provide the Services under this agreement.

    15.2. Each party will co-operate with the other in implementing reasonable mitigation measures to enable us to perform the Services in a way that seeks to limit the risk or potential impact related to such an event.

    15.3. If the performance of the Services is delayed or otherwise adversely affected by COVID-19 or other extreme circumstance of public health and safety, or any related circumstances (including, without limitation, unavailability of resources), we will not be liable for any failure to perform the Services and the time for performance of the Services will be extended by any such reasonable period as is advised by us.

    15.4. if COVID-19 or other extreme circumstances of public health and safety results in the parties being unable to put in place service performance mitigation measures that we consider appropriate, or we conclude that we are not able to perform the Services, either party may terminate the Agreement by providing fourteen (14) business days’ notice in writing.
  16. AMENDMENT OF TERMS AND CONDITIONS
    The Terms and Conditions may be amended only in writing signed by a director/s of PharmOut and the client’s authorised representative. These Terms and Conditions and any accompanying documents set out the whole of the agreement for the provision of the services. The Client’s purchase order or other terms and conditions are incorporated in and made a part of these Terms and Conditions only to the extent of specifying the nature, quantity or objective of the services and then only to the extent that such description is consistent with these Terms and Conditions and The Proposal. No other terms or conditions shall be binding upon PharmOut unless accepted in writing.