M-innovation adopts in general the Terms of Engagement currently promulgated by the Association of Consulting Engineers Australia.
Notwithstanding the above mentioned terms, and codes, M-innovation brings the following specific conditions to the notice of the Client.
Scope of Work Instruction (WI) and Quotation
1. The WI scope, and its price and timing, are as described in the proposal/ quotation. These are based on the information available to M-innovation at the time, and on these Conditions.
2. These Standard Conditions of Contract shall apply to the works and to any variations. They may be varied only by M-innovation in writing.
3. Unless stated otherwise, M-innovation’s quote remains valid for a period of 14 days.
4. Work will commence on receipt of the Client’s instructions to proceed. These may be verbal. Written confirmations shall be provided wherever possible.
5. M-innovation shall undertake no obligation other than its best endeavours to achieve for the Client usable results within the scope and timing as proposed.
6. Variations to the WI may be made from time to time, and agreed with M- innovation. M-innovation will endeavour to provide the Client with earliest written advice as to the consequences of such variations.
7. Where services are to be provided against a Regular Schedule, the monthly fee is agreed to apply for the actual duration up to the nominated completion milestone.
8. Unless it is agreed otherwise at the time the WI’s are given, M-innovation will keep secret for one year any new data directly relating to the commissioned work. This commitment to secrecy does not apply to calculation methods, programming and experimental methods and techniques which M-innovation brings to the project.
9. Designated confidential data belonging of the Client to which M-innovation has access when carrying out the WI’s is subject to a term of secrecy of one year. If required, this term may be extended by a separate written agreement.
10. M-innovation’s undertaking as to secrecy shall not apply where it would be contrary to M-innovation’s legal functions, obligations and its own defence.
11. Proposals for works or variations or extension of WI’s, are made on the condition that the exclusive knowledge of M-innovation is only used by the Client for forming an opinion on M-innovation’s proposals and is not passed to third parties without the express written permission of M-innovation.
12. At no time, unless agreed in writing, will M-innovation refrain from accepting WI’s from third parties which are within the scope of the Client’s instructions. Should either M-innovation or the Client consider there to be significant potential for a direct conflict of interest, they must inform the other party at the earliest opportunity.
Rights Concerning Results
13. The Client is entitled to use all data specifically connected with the WI’s and being within the scope of the instructions, as referred to in para 1.
14. For the term of secrecy pursuant to para 8, M-innovation shall be entitled to use, for its own purposes, the new specific data which has been obtained.
15. M-innovation shall have exclusive rights and interest to and therefore be entitled to use for its own purposes, and for the purposes of third parties and to allow third parties to use:
a) all knowledge and experience available to M-innovation at the acceptance of the instructions;
b) the new specific knowledge and data which have been obtained by carrying out the WI’s but which are outside the scope of the WI’s;
c) calculation methods, programming and experimental methods of working, arising from carrying out of the instructions.
16. a) Reports, drawings and other material things which are the Results of the instructed works and conform to para 1 will become the property of the Client, subject to M-innovation’s copyright.
b) Ownership of the Results will only pass to the Client upon full payment of all sums as noted at para 18 through para 25 below.
17. Delivered reports shall only be reproduced verbatim and in full by the Client, excepting with the prior written consent of M-innovation. Reproduction shall also include submitting to the inspection of the third parties.