​Important Notice

By accessing or using our website, submitting an enquiry, or engaging M Zimmerman & Associates Pty Ltd (ABN: 24 001 955 639) trading as Zimmerman Consulting Engineers (ZCE) for services, you (the Client) agree to be bound by these Terms and Conditions of Engagement (Terms). Please read these Terms carefully as they govern all engagements with us unless expressly modified by a separate written agreement. If you do not agree with these Terms, you should not engage our services.

1.    DEFINITIONS AND INTERPRETATION

​

1.1    CCA:

the Competition and Consumer Act 2010 (Cth), including the Australian Consumer Law set out in Schedule 2 of that Act, as amended, re-enacted, or replaced from time to time.

1.2    Claim:

any legal or equitable demand, claim, action, proceeding, judgment, or liability, whether arising in tort, contract, or otherwise. This includes claims for fines, penalties, damages, and any other legal obligations arising directly or indirectly from the Services.

1.3    Client’s Agent:

any person or entity authorised by the Client, whether expressly, impliedly, or by conduct, to give instructions to ZCE in connection with the Project. This includes, without limitation, the Client’s builder, architect, project manager, or any other consultant, contractor, or professional engaged by the Client in relation to the Project.

1.4    Confidential Information:

any proprietary, non-public, or confidential information disclosed by either party during the course of the engagement. This includes technical data, designs, business plans, client lists, and any other information marked or understood to be confidential.

1.5    Fee:

the professional fee payable to ZCE for performing the Services, as detailed in the Proposal and agreed by the parties. This amount does not include any additional costs or Reimbursable Expenses that may be incurred during the engagement.

1.6    Force Majeure Event:

any event beyond the reasonable control of either party, which prevents or delays the performance of any party’s obligations under the engagement. Examples include natural disasters, pandemics, strikes, acts of war, or government restrictions.

1.7    Project:

the specific development, property, construction works, or other scope of work to which the Services provided by ZCE relate, as described in the Proposal or as otherwise agreed in writing by the parties. The Project includes any Site, location, or premises associated with the delivery of the Services, but does not imply that ZCE will perform Services physically at the Site unless expressly agreed or reasonably required.

1.8    Proposal:

the formal document provided by ZCE to the Client, which outlines the scope of work, the professional fee for the Services, and any other terms and conditions related to the engagement. It serves as the reference for the Services to be provided and may be amended only by mutual written agreement between the parties.

1.9    Reimbursable Expenses:

reasonable out-of-pocket disbursements incurred by ZCE in providing the Services. These may include, but are not limited to, travel, accommodation, printing, materials, postage, or any third-party services required to complete the Services.

1.10    Services:

Services means the design, consultancy, advisory, certification, inspection, and related professional services provided by ZCE, as described in the Proposal or as otherwise agreed in writing. Services may also include the provision of related products, drawings, reports, certificates, documentation, or other deliverables prepared by ZCE in connection with the Project.

1.11    Site:

the development, property, premises, or project location to which the Services relate, forming part of the Project, as described in the Proposal or as otherwise agreed in writing by the parties. Reference to the Site does not imply that ZCE will perform Services physically at the Site, unless site attendance is reasonably required for the delivery of the Services or expressly agreed by ZCE.

1.12    SOP Act:

the Building and Construction Industry Security of Payment Amendment Act 2002.

​

2.    SCOPE OF SERVICES AND PAYMENT TERMS

​

2.1    Scope of Work

(a)    Provision of Services: ZCE shall provide the Services to the Client in accordance with the scope and specifications described in the Proposal, subject to these Terms.

(b)    Authority to Determine Scope: ZCE shall have sole discretion to determine the scope of work necessary for the performance and completion of the Services. Any change to the scope of work, including additional services requested by the Client that are not expressly covered in the original Proposal, shall require either a new agreement or a written variation to the existing Proposal, at ZCE’s discretion.

(c)    Variations and Fee Renegotiation: The Client acknowledges that changes, additions, or other adjustments to the scope of the Project may arise during the engagement. Where substantial variations occur — including changes in design, Project requirements, regulatory requirements, or unforeseen issues — ZCE reserves the right to renegotiate the fees to reflect the additional work or any impact on project delivery. Unless otherwise agreed in writing as a new agreement, variations for additional services will be charged at ZCE’s standard hourly rates. ZCE will consult with the Client in good faith before undertaking any significant additional work.

(d)    Notification and Approval of Modifications: ZCE will use reasonable efforts to notify the Client of any modifications or extensions to the scope of work as they arise and, where practicable, will provide an estimate of the associated additional costs. Any additional or modified work undertaken at the request of the Client, or the Client’s Agent, for the progression of the Project will be charged at ZCE’s standard hourly rates, and the Client agrees to pay for such services. 

​

2.2    Fee 

(a)    Where outlined in the Proposal, ZCE will charge a fixed fee for the design and documentation stage of the Project. This fee encompasses all activities related to the design and documentation process as outlined in clause (d) below. 

(b)    The fixed fee is exclusive of any work carried out during the construction stage, or any additional services outside the original scope of work, which will be charged separately at ZCE’s standard hourly rates.

(c)    Where ZCE is engaged on an hourly basis, or no fixed fee has been outlined in the Proposal, ZCE’s services for the design and documentation stage shall be charged at the hourly rates specified in these Terms. 

(d)    The design and documentation stage refers to the phase of the project that includes all activities related to the conceptualization, design, and preparation of detailed documentation required for the Project. This stage typically includes, but is not limited to, the following tasks:

• preparation of initial design concepts and plans.

• development of engineering drawings and specifications, and other necessary documentation for the project.

• coordination with the Client, architects, contractors, and other consultants as required to finalize the design.

• Certificate (CC) or Complying Development Certificate (CDC).    issuance of certified engineering documentation, typically required for regulatory approvals such as Construction

(e)    Unless otherwise specified in the Proposal, ZCE’s scope of works expressly excludes the following services:

• design or certification of any temporary works structures (including but not limited to temporary propping, temporary shoring, façade retention, and formwork)

• geotechnical investigation or certification of foundation materials

• surveying, building set-out or BIM modelling

• certification of proprietary products (such as trusses, cladding, tensile products, windows, pre-cast flooring, etc.)

• design and documentation of non-structural components

• structural design or appraisal of existing building elements that are not being modified or designed by ZCE as part of the planned works

• civil engineering design, including drainage or driveway level drawings

• specialist engineering assessment reporting for sewer main works

• architectural feature stairs

• Building Code of Australia (BCA) consulting

• glazing and/or façade design, including glass balustrades without a steel frame

• advice regarding joinery, custom planters, or internal fit-out elements (such as concrete benchtops, furniture, etc.)

• production or review of workshop drawings

• production of as-built drawings

Separate fees for some of the above services can be discussed and agreed upon with ZCE as part of the defined scope of works.

2.3    Hourly Rates

(a)    ZCE’s standard hourly rates are as follows:

• Principal Engineer: $250 + GST ($25) = $275/hour

• Engineer: $180 + GST ($18) = $198/hour

• Site Inspections: $450 + GST ($45) = $495/inspection **

** The inspection fee assumes a maximum of one (1) hour on site and up to thirty (30) minutes of travel to and from site from ZCE’s office. Additional time will be charged at the applicable hourly rate. Tolls and parking fees may also be charged in addition to the above rates. 
(b)    These rates apply to all work performed during construction, including site visits, changes to drawings, communications with clients, architects, builders, or other consultants, and any services performed outside the scope of the design and documentation stage. Charges will be based on the actual time spent on such work, with a minimum charge of half an hour (0.5 hours) for any hourly rate-based work.

(c)    ZCE reserves the right to review and adjust its standard hourly rates periodically to reflect changes in operational costs, market conditions, or applicable Consumer Price Index (CPI) movements. Any such adjustments will be communicated to the Client in writing prior to application. Where an ongoing engagement extends beyond a 12-month period, ZCE may apply updated rates from the anniversary date of the engagement, unless otherwise agreed in writing.

​

2.4    Payment Obligations

(a)    The Client agrees to pay ZCE the Fee for Services as outlined in the Proposal, together with any Reimbursable Expenses incurred.

(b)    Payment terms shall comply with the SOP Act, where applicable. If the SOP Act does not apply, payment shall be made in accordance with the payment schedule in the Proposal, or if no schedule is specified, within thirty (30) days from the date of the invoice.

(c)    The Client is responsible for paying the total amount due, even if a dispute arises regarding part of the Services, unless otherwise agreed in writing.

​

2.5    Consequences of Non-Payment

(a)    If the Client fails to pay any amount due within the specified time frame, ZCE may suspend the provision of Services until payment is received.

(b)    If payment remains outstanding, ZCE reserves the right to take steps to recover the amount owed, including initiating adjudication proceedings under the SOP Act (if applicable) or pursuing other legal remedies such as court proceedings.

(c)    Interest will accrue on overdue amounts at the statutory interest rate under the SOP Act, calculated daily from the due date until payment is made. This interest rate will apply regardless of whether the SOP Act governs the engagement.

2.6    Invoicing

ZCE may issue invoices progressively from the commencement of work, based on the percentage of work completed, progress achieved, or as otherwise determined at ZCE’s discretion. Invoicing may occur at intervals decided by ZCE, irrespective of whether specific milestones are outlined in the Proposal. The Client agrees to pay all invoices issued in accordance with these Terms.

3.    PROFESSIONAL STANDARDS AND PERFORMANCE

​

3.1    Professional Standards

ZCE shall perform the Services with the degree of skill, care, and diligence normally exercised by professionals performing services of a similar nature, in accordance with applicable ethical standards.

3.2    Qualifications and Competence

(a)    The Services will be provided by personnel with the appropriate qualifications, expertise, and experience.

(b)    ZCE reserves the right to subcontract any of the Services to third parties without obtaining the Client’s prior consent. ZCE shall remain fully responsible for the performance of the Services and any subcontractors it engages. The Client shall not unreasonably object to any subcontracting arrangements but shall be informed of any subcontracting decisions that may affect the delivery of critical or sensitive portions of the Services.

3.3    Independence

(a)    ZCE shall exercise independent professional judgment in performing the Services. 

(b)    ZCE shall act impartially when required to provide advice to the Client and in relation to third parties such as contractors, subcontractors, and suppliers.

3.4    Consultation with Client

(a)    ZCE will consult the Client regularly to ensure the Services meet the Client’s requirements and expectations. 

(b)    ZCE shall promptly inform the Client of any material deviations from the agreed scope or timeline.

3.5     Request for Additional Information

Should ZCE determine that the information provided by the Client is insufficient or incomplete for ZCE to adequately perform the Services, ZCE will notify the Client and request the necessary additional information. The Client shall provide such information in a timely manner.

3.6     Notification of Changes

If ZCE becomes aware of any factors that may alter the scope, cost, or timing of the Services, ZCE will promptly notify the Client and provide details of the nature of the changes.

3.7     Performance Timeframes and Delays 

(a)    ZCE shall use reasonable efforts to deliver any products and perform the Services within the timeframes agreed with the Client. However, time shall not be of the essence in the delivery of products or performance of the Services, and ZCE shall not be liable for any failure or delay in such delivery or performance, nor for any costs, claims, damages, or losses suffered by the Client or any third party as a result of such delays, regardless of cause.

(b)    Any delays arising from unforeseen circumstances, Force Majeure events, factors specific to the Project, actions or omissions of the Client, or actions or omissions of third-party contractors, consultants, suppliers, or service providers engaged by or on behalf of the Client, shall not constitute a breach of these Terms by ZCE.

(c)    Any timeframes, milestones, or deadlines impacted by such delays shall be extended by a period equivalent to the delay, without penalty or liability to ZCE. If, due to the nature of the delay, the timeframe cannot be extended or ZCE’s performance becomes impractical or impossible, ZCE shall not be liable for any costs, claims, damages, or losses suffered by the Client or any third party as a result, and such circumstances shall not constitute a breach of these Terms by ZCE. ZCE’s liability for delays shall be limited to instances of gross negligence or willful misconduct, and in no event shall ZCE be liable for any indirect, consequential, or economic loss suffered by the Client as a result of any delay.

 

4.     ROLE OF THE CLIENT

 

4.1     Provide Information, Documents, and Other Particulars

The Client shall, as soon as practicable, make available to ZCE all information, documents, and other particulars relating to the Client’s requirements for the project.

4.2     Arrange Access to the Site 

The Client shall, as soon as practicable, make arrangements to enable ZCE to enter upon the Site and other lands as necessary to enable ZCE to perform the Services.

4.3     Obtain All Necessary Approvals

Unless the parties specifically state otherwise, the Client shall, as soon as practicable, obtain all approvals, authorities, licenses, and permits required from governmental, municipal, or other responsible authorities for the lawful implementation and completion of the Project.

4.4     Provide Additional Professional Services

The Client agrees that the Services provided by ZCE do not include tasks typically carried out by other professionals, such as architectural, geotechnical, legal, accounting, or other specialist services. If such additional professional services are required, the Client shall obtain them at their own cost.

4.5     Supply Necessary Equipment and Facilities

The Client shall make available to ZCE the equipment and facilities necessary for the performance of the Services.

4.6     Give Notice of Matters Likely to Change Scope or Timing of Services

If the Client becomes aware of any matter which may change the scope or timing of the Services, or the Project, the Client will give written notice to ZCE.

4.7     Co-operate with ZCE

The Client shall cooperate with ZCE and shall not interfere with or obstruct the proper performance of the Services.

4.8     Liability for Third-Party Information

(a)    ZCE shall be entitled to rely on information, reports, designs, documentation, and advice provided by the Client or by other consultants, specialists, or professionals engaged by the Client, including but not limited to architects, geotechnical engineers, surveyors, certifiers, and contractors. ZCE shall not be liable for any errors, omissions, deficiencies, delays, or other consequences in its Services arising from or contributed to by any incorrect, incomplete, or misleading information provided by such third parties. The Client is responsible for ensuring the accuracy, completeness, and reliability of all information supplied to ZCE.

(b)    The Client acknowledges that ZCE’s Services are dependent on the information provided by the Client and third-party consultants, and that ZCE shall not be held liable for any claims, damages, losses, or delays arising from reliance on such information.

(c)    The Client agrees to indemnify and hold ZCE harmless against any claims, damages, costs, expenses, or liabilities arising out of or in connection with any incorrect, incomplete, or misleading information provided by the Client or by third-party consultants, specialists, or professionals engaged by the Client.

4.9     Inspection and Acceptance of Products and Services

(a)    The Client must inspect all products and Services provided by ZCE or its nominated agent within twenty-eight (28) days of delivery or completion of the Services (Inspection Period) to ensure that they are fit for purpose and free from any material defects (Defective Services).

(b)    The Client must provide ZCE with written notice of any Defective Services within the Inspection Period, specifying the nature of the defect or issue. If no such notice is provided within the Inspection Period, the products and Services shall be deemed to have been accepted by the Client as fit for purpose and free from defects.

(c)    Where ZCE agrees that Defective Services have been provided, ZCE shall, at its discretion, rectify the Defective Services within a reasonable period.

(d)    If ZCE determines that the Defective Services cannot be rectified, ZCE’s liability shall be limited, at its discretion, to providing the Client with a credit for the portion of the Fee paid for the Defective Services, except where the Client is entitled to a refund under the Competition and Consumer Act 2010 (Cth) (CCA).

4.10    Liability for Breach

The Client agrees to indemnify ZCE from and against all claims, suits, demands, actions, liabilities, costs and expenses (including legal costs and expenses on a full indemnity basis) resulting from the Client’s breach of these Terms. 

​

5. INSURANCE AND LIABILITY

​

5.1     Insurance Coverage

(a)    ZCE shall maintain professional indemnity insurance with coverage limits sufficient to address liabilities arising from the performance of its Services. 

(b)    This insurance shall remain in effect for the duration of the Services and for any applicable post-completion period as required to address claims related to errors, omissions, or negligence in ZCE's professional services.

5.2     Coverage Extensions and Sub-Limits

(a)    The professional indemnity insurance policy maintained by ZCE shall include coverage for claims arising from the actions of subcontractors, consultants, and agents engaged by ZCE in connection with the Services. 

(b)    The policy shall also provide coverage for consumer protection-related claims, subject to sub-limits for specific types of claims as outlined in the policy. The total liability under the policy, including all sub-limits and extensions, shall not exceed the overall limit of indemnity specified in the policy.

5.3     Liability Limitations

(a)    ZCE’s liability for any claim arising under or in connection with the Services, whether in contract, tort, or otherwise, including defense costs and legal fees, shall be limited to the amount recoverable under ZCE’s professional indemnity insurance policy. In no event shall ZCE be liable for more than the indemnity limit specified in the policy for each individual claim or incident. ZCE’s maximum liability shall be limited to the amount of the applicable policy excess, and ZCE shall not be liable for any amounts beyond the insurance proceeds available under the policy.

(b)    To the maximum extent permitted by law, ZCE shall not be liable for any indirect, special, or consequential losses or damages arising from or in connection with the Services, including, but not limited to, loss of profits, loss of business, loss of business opportunity, or reputational damage, whether or not such losses were foreseeable or whether ZCE was advised of the possibility of such damages. ZCE shall not be liable for any delays, damages, or failures in performance caused by third-party actions, including contractors, suppliers, or any materials or information provided by the Client.

(c)    ZCE shall be discharged from all liability in respect of the Services, whether arising under contract, in tort, in equity, under statute, or otherwise, upon the expiration of 12 months from the completion of the Services, except in respect of any claim that has been notified to ZCE in writing prior to the expiration of that period. This clause does not exclude or limit any rights or remedies available to the Client under the CCA or any other applicable law that cannot be excluded.

(d)    If, and to the extent that, any provision of this clause is void as a result of section 64 of Schedule 2 to the CCA, then ZCE’s liability for a breach of a condition or warranty is limited to:

(i)    the re-supply of the relevant Services; or

(ii)    the payment of the cost of having the Services re-supplied.

 

5.4    Scope of Professional Indemnity Insurance and Uninsured Risks

(a)    ZCE shall maintain professional indemnity insurance in accordance with these Terms.

(b)    The Client acknowledges and agrees that ZCE’s professional indemnity insurance does not provide coverage for claims arising from the following activities or circumstances:

• Claims related to asbestos, including exposure, handling, removal, or contamination

• Fraudulent, dishonest, malicious, or criminal acts or omissions

• Bodily injury or property damage, except where such claims arise directly from a breach of professional duty by ZCE in the provision of the Services

• Pollution, contamination, or environmental damage, except where such claims result directly from an error or omission in ZCE’s design, advice, or specification services

• The manufacture, installation, assembly, supply, or workmanship carried out directly by ZCE, except where such claims arise from ZCE’s design, specification, or site supervision and inspection services within the defined scope of Services.

(c)    The Client further acknowledges that ZCE’s professional indemnity insurance policy also contains other standard exclusions typically found in such policies, including but not limited to exclusions for assumed contractual liabilities, claims by related entities, insolvency of ZCE, fines and penalties, obligations under work health and safety legislation, and claims arising from war, terrorism, radioactivity, or product guarantees or warranties.

(d)    The Client is responsible for obtaining and maintaining any other insurances the Client considers necessary in connection with the Project, including coverage for any risks not insured under ZCE’s professional indemnity policy. The Client accepts full responsibility for managing such uninsured or residual risks and is encouraged to seek independent insurance or professional advice regarding these matters.
 

6. CONFIDENTIALITY AND INTELLECTUAL PROPERTY

6.1    Confidentiality

(a)    Each party agrees to keep all confidential information disclosed by the other party strictly confidential and to use such information only for performing obligations the engagement.

(b)    The receiving party must take all reasonable steps to protect the confidentiality of the disclosing party's information, using at least the same degree of care it uses to protect its own confidential information.

(c)    Confidential information may only be disclosed to employees, agents, or subcontractors of the receiving party who need to know such information for the purposes of the engagement, and who are bound by confidentiality obligations no less stringent than those in this clause.

(d)    Upon termination or expiry of the engagement, or upon written request from the disclosing party, the receiving party must promptly return or destroy all confidential information in its possession and confirm such action in writing, except where retention is required by law.

6.2     Intellectual Property

(a)    All intellectual property rights in materials, designs, drawings, reports, calculations, and other deliverables created by ZCE in connection with the Services (ZCE IP) shall remain the sole property of ZCE.
(b)    The Client is granted a non-exclusive, royalty-free, non-transferable licence to use the ZCE IP solely for completing and operating the project for which the Services were provided.

(c)    The Client shall not copy, modify, distribute, or use the ZCE IP for any purpose other than as expressly permitted without prior written consent from ZCE.

(d)    ZCE warrants that the deliverables provided under the engagement do not infringe any third-party intellectual property rights. If third-party intellectual property is incorporated, ZCE shall obtain the necessary rights and licences for the Client's use.

(e)    The obligations under this clause shall survive the termination or expiry of the engagement.

(f)    The Client acknowledges that any continued use, reliance upon, or distribution of ZCE IP after the termination of the engagement, or outside the scope of the Project, without ZCE’s prior written consent, is unauthorised and shall constitute a breach of ZCE’s intellectual property rights. ZCE shall not be liable for any claims, damages, losses, or liabilities arising from any such unauthorised use.

​

7.     FORCE MAJEURE

7.1     Force Majeure Events

Neither party shall be liable for any delay or failure to perform any obligation under this engagement if such delay or failure is caused by a Force Majeure Event, being an event or circumstance beyond the reasonable control of the affected party, including but not limited to acts of God, natural disasters, war, terrorism, civil commotion, industrial disputes, pandemics, epidemics, supply chain disruptions, changes in laws or regulations, or failures or delays by third-party contractors, consultants, suppliers, or service providers engaged by or on behalf of the Client.

7.2     Notification and Mitigation

The party affected by a Force Majeure Event shall notify the other party as soon as reasonably practicable, detailing the nature of the event and the expected duration of the delay. The affected party shall use reasonable efforts to mitigate the impact of the Force Majeure Event and resume performance as soon as possible.

7.3     Termination for Prolonged Force Majeure

(a)    If a Force Majeure Event continues for more than 90 consecutive days, either party may terminate this engagement by giving written notice to the other party. The Client remains obligated to pay for all Services performed up to the effective date of termination.

(b)    If the Force Majeure Event is caused by circumstances within the Client’s control, ZCE reserves the right to renegotiate fees, timelines, and resource allocations to reflect the additional costs and impacts arising from the delay.

7.4     Impact on Deadlines and Liability for Delays 

(a)    Any timelines, milestones, or deadlines affected by a Force Majeure Event, or delays caused by the Client or third-party contractors, consultants, suppliers, or service providers engaged by or on behalf of the Client, shall be extended by a period equivalent to the delay, without penalty or liability to ZCE.

(b)    If, due to the nature of the delay, the timeframe cannot be extended or ZCE’s performance becomes impractical or impossible, ZCE shall not be liable for any costs, claims, damages, or losses suffered by the Client or any third party as a result, and such circumstances shall not constitute a breach of these Terms by ZCE.

8. DISPUTE RESOLUTION

8.1    Negotiation

(a)    In the event of a dispute or difference (Dispute) between ZCE and the Client, the parties shall attempt to resolve the Dispute in the following manner:

(i)    Initial Negotiation: The parties shall meet in good faith to negotiate and attempt to resolve the Dispute within 5 business days following written notice of the Dispute.

(ii)    Mediation: If the Dispute is not resolved through negotiation within the 5 business-day period, the parties shall proceed to mediation. The mediation shall be conducted in accordance with the rules of the Institute of Arbitrators and Mediators Australia.

Notwithstanding the above, nothing in this clause shall prevent ZCE from initiating legal proceedings at any time to recover amounts owed by the Client.

(b)    The costs associated with any dispute resolution process (including legal, expert, or mediation costs) shall be determined by the mediator or expert. However, if the Dispute is resolved in ZCE’s favour, or it is determined that the Client is at fault, the Client shall be responsible for all reasonable costs incurred by ZCE in connection with resolving the Dispute.

8.2    Suspension of Services During Dispute

ZCE reserves the right to suspend the performance of its obligations under the engagement in the event of a Dispute, until such time as the Dispute is resolved, at ZCE's discretion. This right to suspend services shall not apply if otherwise agreed by the parties in writing.

9. TERMINATION 

9.1    Termination by the Client

The Client may terminate its obligations under the engagement, without prejudice to any other rights or remedies it may have, by providing written notice to ZCE in the following circumstances:
(a)    If ZCE is in breach of any of these Terms, and such breach has not been remedied within 28 days following the Client's written notice specifying the breach and requesting its remedy.

(b)    If the Client provides ZCE with 60 days' written notice of its intention to terminate the engagement.

(c)    If ZCE informs the Client that it is Insolvent, becomes bankrupt, or is subject to any form of official management, receivership, liquidation, provisional liquidation, voluntary administration, winding-up, or external administration (Insolvency Event).

9.2    Termination by ZCE

ZCE may terminate its obligations under the engagement, without prejudice to any other rights or remedies it may have, by providing written notice to the Client in the following circumstances:
(a)    If the Client fails to remedy a payment breach within 5 days of written notice from ZCE specifying the breach and requesting its remedy.

(b)    If the Client is in breach of any of these Terms (other than non-payment), and such breach has not been remedied within 28 days following ZCE's written notice specifying the breach and requesting its remedy.

(c)    If ZCE provides the Client with 60 days' written notice of its intention to terminate the engagement.

(d)    If an Insolvency Event occurs in relation to the Client.

9.3    Consequences of Termination

In the event of termination by either party:
(a)    The Client shall pay ZCE for all Services rendered and Reimbursable Expenses incurred up to the date of termination.

(b)    ZCE may suspend any further services upon termination, and ZCE shall not be liable for any consequences arising from such suspension.

(c)    Upon termination, both parties shall return or destroy any Confidential Information or materials as per the confidentiality provisions in these Terms.

9.4    Post-Termination Use of Materials and Liability 

(a)    Following termination of the engagement for any reason, ZCE shall not be liable for any claims, damages, losses, or liabilities arising from or in connection with the Client’s, or any third party’s use of any materials, documents, drawings, reports, certificates, advice, or other deliverables (Materials) provided by ZCE under these Terms.

(b)    The Client acknowledges and agrees that:

(i)    All Materials provided by ZCE are prepared solely for the purpose of the specific Project for which ZCE was engaged and in reliance on the scope and assumptions current at the time of engagement;

(ii)    Any continued use, reliance upon, or distribution of such Materials by the Client, or any third party, following termination of the engagement, is at the sole risk of the Client and such third parties; and

(iii)    ZCE shall have no liability for any claims arising out of the use of Materials beyond the termination date, including where such Materials are relied upon in connection with a different project, a transfer of ownership, or where the Client, or others, use or alter the Materials without ZCE’s further involvement, review, or written approval.

10. GOVERNING LAW AND JURISDICTION

10.1     Governing Law

These Terms shall be governed by and construed in accordance with the laws of New South Wales, Australia.

10.2     Jurisdiction

The parties submit to the non-exclusive jurisdiction of the courts of New South Wales for the resolution of any disputes arising out of the engagement.

11. GENERAL PROVISIONS

11.1     Entire Agreement

These Terms constitute the entire understanding between the parties with respect to the subject matter and supersede all prior understandings, representations, or communications made by the parties.

11.2     Amendments

Any amendments or modifications to these Terms must be made in writing and signed by both parties.

11.3    Severability

If any provision of these Terms is deemed invalid or unenforceable, the remainder of the Terms shall remain in full force and effect.

11.4     Notices

Any notices required or permitted under these Terms must be in writing and sent to the address or email of the recipient as notified by the parties.

11.5     Assignment

The Client shall not assign or transfer any of its rights or obligations under these Terms without the prior written consent of ZCE.

11.6     No Partnership or Employment

Nothing in this Terms shall create a partnership, joint venture, or employment relationship between the parties.

11.7     Waiver

No waiver by either party of any provision of these Terms shall be deemed a waiver of any other provision, nor shall it be deemed a continuing waiver unless expressly stated in writing.

​