Terms of engagement

1. Scope

A written proposal or scope defines each engagement. It states the services, deliverables, assumptions, exclusions, fees and program. Work outside that scope is agreed in writing before it starts, and is charged at the rates in the proposal.

2. Fees and payment

Fees are as stated in the proposal: a fixed fee, a rate per day or hour, or a combination. Disbursements such as travel, accommodation and site access costs are charged at cost unless the proposal says otherwise. Invoices are issued monthly or at the milestones in the proposal and are payable within 30 days of the invoice date. GST is added where it applies.

3. The client's part

The client provides timely access to sites, people, systems, data and records needed for the work. The client also provides applicable site inductions and safety requirements. The client is responsible for the accuracy of information it supplies. Delays caused by the absence of access or information may change the program and the fees.

4. Deliverables and reliance

Deliverables are prepared for the client, for the purpose stated in the proposal, on the information available at the time. They may not be relied on by anyone else, or for any other purpose, without our written consent. Findings about a monitoring system describe its state when it was examined.

5. Decisions remain the client's

Our services are advice and work on the client's monitoring program. Operational decisions, including decisions to act or not to act on monitoring data, remain the client's. Our work does not replace statutory inspections, the accountable professional judgement of the client's engineers, the client's safety controls, or the client's compliance obligations.

6. Intellectual property

The client owns the deliverables prepared for it once the fees for them are paid. We retain ownership of our methods, frameworks, templates, tools and software, including SAFER and InstraData. We also retain ownership of anything we developed before or outside the engagement. We may reuse our general knowledge and experience, but not the client's confidential information. The client owns its InstraData configuration, including its views, alarms, forecasts and reports. The client also owns its data and backup files.

7. Confidentiality

Each party keeps the other's confidential information confidential, uses it only for the engagement, and discloses it only to those who need it for the engagement or where the law requires. Monitoring data and records belong to the client. We do not name clients or sites in our marketing without written consent.

8. InstraData licence and continuity

We grant each client a permanent, royalty-free, non-exclusive licence to run InstraData on its own installations, for its own use. The licence has no fee. It cannot be sold or passed to another party, except with the client's business, to a successor by law, or to a new owner of the monitored asset.

The client owns its data and may export it at any time as one backup file. Support and hosting are set out in the proposal and in the InstraData service levels.

If we stop trading, or stop supporting InstraData and no other party takes on that support, each client with an installation running at that time receives the source code. It is licensed to maintain and run the client's own installations. A client may have the source code held by an independent escrow agent, at the cost stated in the proposal.

9. Liability

To the extent permitted by law, our total liability to the client arising from an engagement, whether in contract, tort, statute or otherwise, is limited to the fees paid for that engagement, or to the amount recoverable under our professional indemnity insurance for that claim where that is greater. We are not liable for indirect or consequential loss, including loss of profit, production or opportunity. Loss of the client's data caused by our hosting of InstraData is limited to the amount recoverable under our professional indemnity or cyber insurance for that claim, and not to the fees paid. Nothing in these terms excludes a liability that cannot be excluded under the Australian Consumer Law.

10. Insurance

We hold public liability insurance of $20 million for each occurrence, professional indemnity insurance of $5 million for each claim, and cyber insurance of $2 million. We maintain them while each engagement runs, and supply certificates of currency on request. A proposal can state higher limits where an engagement needs them.

11. Termination

Either party may end a project engagement on 14 days' written notice. A yearly support or hosting agreement ends at the end of its current year, on at least 90 days' written notice from us, or 30 days' written notice from the client.

Either party may end an engagement at once by written notice if the other becomes insolvent, or commits a material breach and does not remedy it within 30 days of written notice.

The client pays for work done up to the date of termination, and for costs already incurred that cannot be cancelled. When a support or hosting agreement ends, the client receives the final backup file within 5 business days. Help to move the installation is charged at the rates in the proposal.

12. Disputes and law

The parties first try to resolve a dispute by discussion between their senior representatives. These terms are governed by the law of New South Wales, Australia, unless the proposal names the law of the client's state or territory.

Last updated 3 November 2026.