Statement of experience

Please refer to the social network, company profile for company information, experience, staff profiles, and projects. In addition to the case studies in the profile and those listed below, VNdraft Pty Ltd has completed projects throughout any local council in New South Wales and some at other states. Information on these projects can be provided if required.

Confirmation of engagement

Any amounts of payments made by Client will be taken as acceptance of VNdraft Pty Ltd for offer of services and understand that related work had been started.

Discontinuance

If you decide to discontinue or dispense with our services before or after completion, you hereby agree that you shall not be entitled to any refunds or returns of any purchase.

Progress payments

Invoices will normally be drawn up at the start of each service/payment stage/phase, and accounts are payable within 7 days.

Contract administration fees

Administration of the contract during the construction phase will be carried out at the hourly rates indicated in the Structure of fees and capped at an agreed limit (plus correspondence and disbursements) once the exact extent of work and contractual obligations had been established. The agreed limit will be subject to the agreed date of practical completion. Any variation to the date for practical completion may attract additional fees.

Terms and conditions

1. The Services

1.1 The Building Designer’ Responsibility: (1) The Building Designer must perform the Services, (2) The Building Designer’ is solely responsible for the performance of the Services.

1.2 Acknowledgment: VNdraft Pty Ltd acknowledges that the Client has entered into this Agreement relying on the services’ representations that the services possess a particular skill, experience, and ability to provide the Services.

1.3 Standard of care of the Services: VNdraft Pty Ltd must provide the Services with the professional skill, care, and diligence expected of professional people experienced in projects or activities of the type the subject of the Services.

1.4 Suitability for Purpose: VNdraft Pty Ltd must use professional skill, care, and diligence to ensure that the Documentation fulfills the Client’s requirements and is suitable in all respects for the purpose for which it is required.

1.5 Variation to the Services: The Client may direct VNdraft Pty Ltd to make: Changes to the Services, including additions, omission, or reductions; and Changes to any Documentation. Any direction by the Client under this clause must be in writing. Where the Client directs a change following clause 1.5, the Client and VNdraft Pty Ltd must agree whether any change to the Fee and/or the Reimbursable Expenses is required as a consequence, and if so, whether an increase or decrease is required. In this respect, the parties must apply the rates (if any) set out in the attached fee agreement to the extent that it is reasonable to do so in the circumstances. If VNdraft Pty Ltd and the Client cannot reach an agreement on any change to the Fees and the Reimbursable Expenses within 7 days from the date of a direction under clause 1.5, VNdraft Pty Ltd will not be obliged to make the changes so directed. VNdraft Pty Ltd must not change the scope of the Services without receiving a written direction to do so from the Client, except in case of urgency. If the scope of Services is changed due to urgency, VNdraft Pty Ltd shall notify the Client promptly. Except concerning clause 1.5, if VNdraft Pty Ltd or a sub-contractor performs any services connected with the Project in contravention of clause 1.5, the Client will not be liable to pay VNdraft Pty Ltd for those services.

2. Payment

2.1 General: The Client must pay to VNdraft Pty Ltd:
– the Fee, and the Reimbursable Expenses. Reimbursable Expenses includes but is not limited to the following:
– won’t incur reimbursable expenses without first being approved by the Client,
– fees paid by VNdraft Pty Ltd to statutory and other regulatory authorities having jurisdiction over the Project,
– advertisements and published notices authorised by the Client in connection with the Project,
– the provision of copies of any drawings or documents either in hard copy or via digital format
– the provision of all forms of the building or other contracts
– photographic records as required,
– special services as requested by the Client, which may include perspective drawings, models, maintenance, manuals, and work as executed drawings,
– STD, ISD, and mobile phone calls; emails, facsimiles, telexes, telegrams, and cable costs
– use of specialised programs as developed or used by VNdraft Pty Ltd
– any particulars or counseling which VNdraft Pty Ltd may be required to obtain under the provision of this Agreement,
– Airfreight, mail, and courier costs
– rental of specialised equipment where required and agreed by the Client.
– VNdraft Pty Ltd acknowledges that the Fee includes all costs and expenses (other than the Reimbursable Expenses) it may incur in performing the Services and complying with all of the other obligations under this agreement.
– VNdraft Pty Ltd acknowledges that, subject to clause 1.5:
– each respective amount for an item of Reimbursable Expense set out below is the maximum that the Client will be obliged to pay

VNdraft Pty Ltd in total for that item or category of Reimbursable Expenses:

Exporting CADs files if require will apply 15 AUD/view.

2.2 Lump Sum Fee: If the total fee set out on the offer of services of this agreement a Lump Sum Fee, then the Fee payable by the Client will be the Lump Sum Fee.

2.3 Time Charges: Where charges are made on a timely basis, the rates shall be determined according to the amounts: Building Designer $129, Draftsperson 99$, Clerical: $89.

2.4. Travelling Expenses: The Client shall reimburse for expenses incurred by VNdraft Pty Ltd or by consultants or sub-contractors employed by us in respect of:

Travel between VNdraft Pty Ltd or the consultant’s or sub contractor’s office and the site of the Project or places where work on the project is being carried out with the rate of $3/minute traveled; and

Other travel in connection with the Project authorized by the Client. Travel expenses shall include:

Public transport fares; and car expenses. Where it is necessary for VNdraft Pty Ltd, its consultants, or subcontractors to obtain overnight accommodation, the Client shall reimburse the actual cost of such accommodation.

2.5 Deposit: If there is a deposit required on Page 1 of this agreement, then on or before executing this Agreement, the Client will forward to VNdraft Pty Ltd a remittance receipt equal to that amount.

2.6 Progress payment claim: VNdraft Pty Ltd may give the Client a claim for a progress payment once each month. That claim must show the portion of the Fee, and the Reimbursable Expenses claimed in respect of the Services performed during the relevant period.

2.7 Payment: The Client must pay the amount due to VNdraft Pty Ltd following this Agreement for the relevant period within 7 days of receipt of each claim for progress payment. If any amount claimed is disputed, the Client must pay any amount, not in dispute. The Client must notify VNdraft Pty Ltd in writing immediately of the reasons for disputing a claim for progress payment. If the Client fails to pay any amount due under this Agreement within 7 days after the same becomes due and payable
– interest shall accrue at a rate of 2% above the Westpac Indicator Rate; and VNdraft Pty Ltd may at any time thereafter serve notice on the Client to terminate the Agreement if full payment, including any accrued interest, is not received within a further 30 days after such notice.

3. Client’s Responsibilities

3.1 Client’s Instructions: The Client agrees that the instructions set out in the Services adequately define the Client’s requirements with the Project.

3.2 Site Particulars: Unless stated otherwise in this Agreement, the Client is responsible for the provision of the following: legal surveys, and other particulars concerning the Project site, including but not limited to particulars of existing structures, services and features, subsurface conditions, and adjoining sites and structures.
Should VNdraft Pty Ltd obtain the above particulars on the Client’s instruction, the Client will reimburse VNdraft Pty Ltd for any expenses incurred in obtaining them. The Client is responsible for the accuracy and completeness of all particulars provided by the Client or obtained on its behalf.

3.3 Submissions: The Client will promptly consider any submissions or requests for information from VNdraft Pty Ltd and give any necessary instructions or information within a reasonable time to not delay the completion of the Project.

3.4 Client’s Representative: Where the Client is one natural person it may, or if other than one natural person, it must nominate in writing one natural person with authority to give instructions to VNdraft Pty Ltd in respect of the Project.

4. Performance of the Services

4.1 Directions and Reporting: In performing the Services, VNdraft Pty Ltd must:
comply with the reasonable directions of the Client relating to the performance of the Services,
attend any meeting (for which reasonable notice is given) relating to matters that bear relevance to the provision of the Services. VNdraft Pty Ltd must give written notice to the Client it is aware of any matter which does or may delay the performance of the Services with detailed particulars of:
– the nature of the delay
– the extent of the delay; and
– VNdraft Pty Ltd’s recommendations to minimise the effect of that delay.

4.2 Application of this Agreement: This Agreement applies to the performance of the Services whether performed before, on, or after the date of this agreement.

4.3 Personnel: VNdraft Pty Ltd must provide all necessary human resources to perform the Services following its obligations under this Agreement. Subject to events beyond its control, VNdraft Pty Ltd must ensure that the Key Personnel performs the Services.
If, due to an event beyond VNdraft Pty Ltd’s control, one of the Key Personnel can no longer work on the Services, VNdraft Pty Ltd:
– must notify the Client in writing, with reasons,
– must take steps to replace that person with a person of skill and experience equal to the person replaced.

4.4 Sub-Contractors and Consultants: VNdraft Pty Ltd may, subject to the other provisions of this Agreement, appoint sub-contractors or consultants to provide part of the Services. VNdraft Pty Ltd is responsible only for the co-ordination of the work of any sub-contractors or consultants that VNdraft Pty Ltd appoints.

5. Force Majeure

5.1 Definition: “Force Majeure” means the occurrence of any event or the existence of circumstances in either course beyond reasonable control of the party affected (the “Affected Party”) which has the effect of wholly or partially preventing hindering or delaying the Affected Party from performing its obligations under this Agreement which event or circumstances shall include, without limiting the generality of the above, fire, storm or other adverse weather conditions, civil commotion, power surge or failure, computer hardware or software malfunction, strikes, lock-outs, labour and civil disturbances, acts of God, unavoidable accidents, law, rules, regulations or orders of any national, municipal or other governmental agency, whether domestic or foreign, failure to obtain any necessary permission, consent or authorization, acts or war or conditions arising out of, or attributable to, war (declared or undeclared), acts of terrorism, shortage of or limitations on the use of necessary equipment or materials, labour restrictions or limitations upon the use thereof, delays in or limitations on transportation, the collapse or destruction of structures and the failure or breakdown of plant or machinery.

5.2 Mitigation: The Affected Party shall, as soon as reasonably practicable, take all steps reasonably available to it to prevent the continuation of the event or circumstance referred to in clause 5.1 above, which is wholly or partially preventing, hindering, or delaying the Affected Party in performing its obligations under this Agreement; to prevent the consequences of such event or circumstances; or if the steps referred to in the foregoing paragraphs are inappropriate, to mitigate the consequences of such event or circumstance, but so that the Affected Party shall not be obliged to settle any labor dispute except in such manner as it considers fit.

5.3 Notices and Information: The Affected Party shall give as much warning to the other party as is reasonably possible of the impending occurrence of the Force Majeure and all information reasonably available to assess its effects and the steps being taken to prevent its continuation or mitigate its consequences.

5.4 Suspension of Obligations: If and for so long as the Force Majeure continues, the obligations (other than obligations to pay money) of each of the parties (insofar as the performance thereof is prevented hindered or delayed by reason of such Force Majeure) shall be suspended.

6. Termination

6.1 Termination for Default or Insolvency: The Client may terminate this Agreement by giving written notice to VNdraft Pty Ltd if VNdraft Pty Ltd:
– fails to perform the Services properly,
– fails to perform the Services on time,
– fails to comply with a direction from the Client within the time specified in that direction, or if no time is specified, within a reasonable time,
– acts in a manner which amounts to misconduct; or
– enters to any form of formal or informal insolvency administration including if VNdraft Pty Ltd becomes insolvent, or a liquidator, controller, or administrator is appointed to it (or over any part of its assets) or if proceedings or steps have been brought, taken or threatened to wind up or make such an appointment.

6.2 Termination for Convenience: Notwithstanding any other provision of this Agreement, the Client may at its sole discretion terminate this Agreement by giving 14 days in a written notice to VNdraft Pty Ltd.

6.3 Payment for Termination: If this Agreement is terminated according to clause 6.1, the Client (without prejudice to any other rights or remedies it has) must pay to VNdraft Pty Ltd after receipt of a written claim for payment:
– the portion of the Fee due to VNdraft Pty Ltd for Services performed in the relevant period up to the date of termination; and
– the amount of any Reimbursable Expenses properly incurred by VNdraft Pty Ltd up to the date of termination,
– if this Agreement is terminated according to clause 6.2, the provisions of clause 6.3 apply.

7. Indemnity and Insurance

7.1 Indemnity: VNdraft Pty Ltd must indemnify and must keep indemnified the Client against all damage, expense, loss, or liability, including all losses, consequential losses, damages, compensation, costs (including the Client’s own and its solicitor’s costs), charges, and expenses suffered or incurred in respect of:
– any personal injury (including death) to any person; or
– any damage to any real or personal property,

arising in respect of the provision of the Services, to the extent that it is due to any act or omission (either negligent or otherwise) of VNdraft Pty Ltd, its employees, sub-contractors, or agents.

7.2 Insurances by VNdraft Pty Ltd: Before commencing to provide any part of the Services, VNdraft Pty Ltd must affect the following insurance cover:
– professional indemnity insurance with a limit of indemnity not less than the agreed construction cost, as set out in the attached fee agreement in respect of legal liability arising from a breach of professional duty,
– VNdraft Pty Ltd must maintain the professional indemnity insurance required under clause 7.2 until the date two years after completing the Services (or the termination of this agreement, if earlier). VNdraft Pty Ltd must maintain all other insurances required under clause 8.2 until completion of the Services (or the termination of this agreement, if earlier).

8. Resolution of Disputes

Any dispute or difference in respect of this Agreement must be dealt with following this clause. Upon notice from one party to the other that a dispute or difference has arisen, the parties must confer in the presence of an agreed independent mediator. If an agreement between the parties is not reached from the meditation, an appropriate expert will be appointed by the Institute of Arbitrators Australia Rules to determine the dispute. VNdraft Pty Ltd and the Client agree that the expert’s decision is final and binding upon the parties and that the parties in such shares will bear the cost of the expert’s decision as the expert may determine.

9. Ownership of and Copyright in the Documentation

The Client acknowledges that the Copyright Documentation is the exclusive property of VNdraft Pty Ltd and is not to be used, copy or reproduced for any purpose other than the performance of the Services. Upon completing the Services, or early termination of this Agreement, the Client must deliver to VNdraft Pty Ltd the Documentation and Copyright Documentation (including any electronically stored information in respect of the Services) and any documents VNdraft Pty Ltd has supplied to the Client in respect of the Services. Upon completing the Services, the Client may retain one copy of the Documentation to use as a record only. If the Client wishes to reproduce documentation, they may only do so with VNdraft Pty Ltd’s written consent and, where required by VNdraft Pty Ltd, with the payment of an additional fee to VNdraft Pty Ltd.

10. Public Relations

– Medial releases and public relations materials referring to the Project shall acknowledge VNdraft Pty Ltd and give it full credit for the design of the project,
– The Client must include VNdraft Pty Ltd’ name in the Project signboard erected at the Project site,
– VNdraft Pty Ltd will have the right to erect a sign at the Project site during the term of this Agreement. The subject sign being an advertisement with words to the effect, “This project is proudly supported by VNdraft Pty Ltd” and will also display a current contact number for VNdraft Pty Ltd.

11. Confidentiality and Media Releases

The provisions of clauses 11 do not apply to the extent that the Confidential Information is:
– in the public domain at the time the Confidential Information is disclosed or given; or
– required by law to be disclosed or given.

Except to the extent necessary to carry out the Services, VNdraft Pty Ltd must not, and must ensure that its employees do not, without the prior written approval of the Client, disclose or give any person any Confidential Information. VNdraft Pty Ltd must not, and must ensure that its employees do not, either during the term of this Agreement or after the expiry or earlier termination of this agreement, use or reproduce or permit or allow any other person to use or reproduce the Documentation or Confidential Information other than for this Agreement. Without limiting the generality of clause 11, VNdraft Pty Ltd must not advertise or issue any information, publication, document, or article for publication or media release concerning the Services or the Project or the Client’s business and activities without the prior written approval of the Client which will not be unreasonably withheld. VNdraft Pty Ltd must refer to the Client any inquiries from the media concerning the Services or the Project or the Client’s business and activities. Upon completion of the Services or earlier termination of this Agreement, VNdraft Pty Ltd must return to the Client all documents or records (including all Confidential Information) the Client has supplied to VNdraft Pty Ltd in respect of the Services or the Project and copies of any documents or records of the Client held by VNdraft Pty Ltd.

12. General

12.1 Taxes and Duties: Unless otherwise expressly provided in this agreement, the Client must pay all taxes, charges, and other payments including, but not limited to, sales tax, payroll tax, levies, duties, and assessment of every nature due in connection with the Services. The Client indemnifies VNdraft Pty Ltd from liability for those taxes, charges, and other payments that have arisen or may arise.
The Client must pay all stamp duty payable in respect of this agreement.

12.2 Goods and Services Tax: Regardless of any provision of this Agreement, if a goods and services tax or similar value-added tax “GST” is imposed on any supply made to the Client under or following this Agreement, the Client must pay for that supply increased by the amount of that GST.
– All Fee/Pricing in the Provision of services and Structure of fees is excluding GST.

12.3 Notices: A notice, consent, approval, or other communication under this agreement must be in writing by or on behalf of the person giving it, addressed to the person to whom it is to be given and:
– delivered to that person’s address,
– sent by pre-paid mail to that person’s address; or
– transmitted by email to that person’s address,
A notice given to a person following paragraph (a) of this clause is treated as having been given and received:
– if delivered to a party’s address, on the day of delivery if a Business Day, otherwise on the next Business Day,
– if sent by pre-paid mail, on the third Business Day after posting; and
– if transmitted by email to a party’s address and a correct and complete transmission report is received, on the day of transmission if a Business Day, otherwise on the next Business Day.

For the purpose, of this clause, the address of a person is the address specified on the Front Page of this Agreement or another address of which that person may from time to time give notice to that other person.

12.4 No Assignment, Mortgage or Charge: VNdraft Pty Ltd must not assign its rights and interests under this Agreement without the written consent of the Client. VNdraft Pty Ltd may mortgage and/or charge its rights and interests under this Agreement without any consent from the Client.

12.5 Governing Law: This Agreement is governed by the laws in force of New South Wales and Western Australia. The parties submit to the non-exclusive jurisdiction of the courts of that state.

12.6 Entire Agreement: This Agreement is the entire agreement of the parties on the subject matter. The only enforceable obligations and liabilities of the parties in relation to the subject matter are those arising out of the provisions contained in this Agreement. All representations, communications, and prior agreements related to the subject matter are merged in and superseded by this agreement.

13. Definitions and interpretations

13.1 Definitions: In this Agreement:
“Agreement” is this Agreement and any annexure to it.
“Business Day” is a day (not being a Saturday or Sunday) on which banks are open for general banking business in Sydney.
“Confidential Information” is any idea, concept, drawing, specification, data, or information which:
– relates to the operation or business of the Client,
– has been produced by the Client, VNdraft Pty Ltd, any sub-contractor or consultant, or any third party; and
– has only been obtained by VNdraft Pty Ltd as an incident to the performance of the Services.

“Copyright Documentation” is all Documentation produced by VNdraft Pty Ltd for a purpose other than the Project.
“Deposit” is the amount payable by the Client to VNdraft Pty Ltd prior to, or upon, execution of this Agreement,
“Documentation” is all documentation that VNdraft Pty Ltd is required to produce according to this Agreement in whatever format or on whatever medium, including plans, drawings, specifications, calculations, models, software, computer programs, and records.
“Fee” is the amount payable by the Client to VNdraft Pty Ltd in accordance with this Agreement as set out on page 4 of this agreement.
“Key Personnel” are the persons listed in the attached fee agreement.
“Project” is the project named on the front page of this Agreement.
“Purpose” is the purpose for which the Documentation is required, as described on the front page of this Agreement.
“Reimbursable Expenses” are those expenses (if any) payable by the Client to VNdraft Pty Ltd in accordance with this Agreement.
“Services” are the services set out on Page 1 to be provided by VNdraft Pty Ltd to the Client for the Project.

14. Interpretation In this Agreement, unless the context otherwise requires:

– words importing the singular include the plural and vice versa,
– references to parts, clauses, parties, and schedules are references to parts and clauses of, and parties and schedules to, this Agreement,
– a reference to any statute, regulation, proclamation, ordinance, or by-law includes all statutes, regulations, proclamations, ordinances or by-laws varying, consolidating, or replacing them, and a reference to a statute includes all regulations, proclamations, ordinances, and by-laws issued under that statute,
– a reference to a document includes:
– any agreement in writing, or any certificate, notice, instrument, or other documents of any kind; and
– any permitted amendment or supplement to, or replacement or novation of, that document
– where the day on or by which anything is to be done is not a Business Day, that thing must be done on or by the next succeeding Business Day,
– a reference to “including”, “includes”, or “include” must be read as if it is followed by “without limitation.”

Confirmation

We, the undersigned, confirm our understanding of the Relevant Documents, Information provideds, Quote, Terms and Conditions, Definitions, and Interpretations as set out on all pages of this agreement, and agree to proceed with the provision of design and drafting services, as set out in this agreement.