Terms and Conditions

Quality Cortex Pty Ltd

Terms and Conditions of Services

V1 – May 2026

1. Definitions

Services means the management systems consulting services described in the Proposal and expressly agreed to prior to delivery of those services.

Deliverables means any reports, advice, audits, or documents produced.
Client means the party named in the Proposal or the party reasonably understood to have engaged the Consultant to provide the services.

Consultant means Quality Cortex Pty Ltd and it’s representatives, agents or subcontractors.

2. Scope and Standard of Care

2.1 The Consultant will perform the Services:

  • with due care and skill; and

  • in accordance with generally accepted professional standards for management systems consulting in Australia.

2.2 The Services are limited to the scope expressly described in the Proposal. The Consultant does not:

  • supervise, direct or control the Client’s operations, workers or contractors; or

  • implement, manage or maintain any management systems, unless expressly stated.

3. No Warranty / No Guarantee

3.1 The Consultant does not warrant or guarantee that:

  • the Services or Deliverables will ensure compliance with any law (including WHS or Environmental laws);

  • any workplace will be free from risk; or

  • incidents, injuries or enforcement action will not occur.

3.2 The Services constitute professional advice based on information available at the time and involve the exercise of professional judgment.

4. Client Responsibilities

The Client must:

  • provide complete, accurate and timely information;

  • implement and maintain all systems and controls;

  • ensure compliance with all applicable laws (including WHS obligations);

  • ensure workers and contractors follow systems of work to ensure safety etc; and

  • obtain legal advice where required.

The Consultant is entitled to rely on information provided by the Client without independent verification.

5. Assumptions and Reliance

5.1 The Services and Deliverables are based on:

  • information provided by the Client; and

  • conditions observed at the time of performing the Services.

5.2 The Consultant is not liable for any loss arising from:

  • inaccurate, incomplete or misleading information; or

  • changes in conditions after the Services are performed.

6. Use and Reliance by Third Parties

6.1 Deliverables are provided solely for the Client’s use for the specific purpose stated in the Proposal.
6.2 No other person may rely on the Deliverables without the Consultant’s prior written consent.
6.3 The Consultant accepts no liability to any third party.

7. No Control Over Site or Works

The Client acknowledges that the Consultant:

  • does not control the workplace or site;

  • does not control workers, contractors or plant; and

  • is not responsible for day-to-day management or supervision.

8. Limitation of Liability

8.1 To the maximum extent permitted by law, the Consultant’s total aggregate liability arising out of or in connection with the Agreement or the Services is limited to:

  • (a) the total fees paid under the Agreement;

8.2 The Consultant is not liable for any:

  • indirect or consequential loss;

  • loss of profit, revenue, business or opportunity;

  • business interruption; or

  • reputational damage.

9. Proportionate Liability

To the maximum extent permitted by law, the Consultant’s liability is limited to the proportion of loss or damage that is fairly attributable to the Consultant’s breach, having regard to the extent of responsibility of all other persons or entities.

10. Indemnity (Client)

The Client indemnifies the Consultant against any claim, loss or liability arising from:

  • the Client’s failure to implement or maintain management / control measures;

  • misuse or unauthorised reliance on Deliverables; or

  • breach of this Agreement by the Client.

11. Exclusion of Certain Liability

Nothing in this Agreement excludes or limits liability:

  • for death or personal injury to the extent caused by the Consultant’s negligence; or

  • where liability cannot be excluded under law.

12. Time Bar

Any claim against the Consultant must be commenced within 12 months after the earlier of:

  • completion of the Services; or

  • termination of the Agreement.

13. Insurance

The Consultant will maintain professional indemnity insurance of not less than $2,000,000 AUD per claim.

14. Termination

The Consultant may suspend or terminate the Services immediately if:

  • the Client fails to provide required information or cooperation;

  • invoices are overdue;

  • continuing the Services would expose the Consultant to unacceptable risk; or

  • there is a conflict of interest or legal/ethical constraint.

15. Deliverables Disclaimer

Deliverables:

  • are not exhaustive;

  • reflect conditions at a point in time; and

  • do not replace the Client’s obligation to continuously identify and manage risks.

16. Governing Law

This Agreement is governed by the laws of the Australian Capital Territory.

17. Entire Agreement and No Reliance

17.1 These Terms and Conditions in combination with the Proposal constitutes the entire Agreement between the parties in connection with its subject matter and supersedes all prior negotiations, representations, or agreements.

17.2 The Client acknowledges that it has not relied on any statement, representation, warranty or assurance not expressly set out in the Agreement.

17.3 To the maximum extent permitted by law, all terms, conditions, warranties and representations not expressly set out in this Agreement are excluded.

18. Variations

18.1 Any variation to the Services, scope, Deliverables, timing or fees must be agreed in writing and expressly acknowledged by both parties.

18.2 The Consultant is not obliged to perform any work outside the agreed scope unless a variation is agreed under clause 18.1.

18.3 If the Client requests work outside the scope, the Consultant may:

  • decline the request; or

  • perform the work on a time and materials basis at its then current rates.

18.4 Where the Consultant reasonably considers that instructions or information provided by the Client will result in a variation, the Consultant may notify the Client and suspend the affected Services until the variation is agreed.

19. Fees, Invoicing and Payment

19.1 The Client must pay the fees in accordance with the Proposal. Unless otherwise stated:

  • invoices are payable within 14 days;

  • fees are exclusive of GST (which is payable in addition).

19.2 The Consultant may invoice:

  • upfront;

  • on a milestone basis; or

  • progressively, including for work performed on a time and materials basis.

19.3 If any amount is overdue, the Consultant may, without liability:

  • suspend the Services; and/or

  • withhold Deliverables until payment is received.

19.4 The Client is not entitled to:

  • set off or deduct any amount from fees; or

  • withhold payment due to any dispute,

except to the extent required by law.

19.5 The Consultant retains ownership of all Deliverables until all fees are paid in full. A licence to use Deliverables is granted only upon full payment.